Document And Entity Information
Document And Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 31, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Cushman & Wakefield plc | ||
Entity Central Index Key | 0001628369 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Document Type | S-1 | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | Q4 | ||
Amendment Flag | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 216,597,244 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 895.3 | $ 405.6 |
Trade and other receivables, net of allowance balance of $49.5 million and $35.3 million, as of December 31, 2018 and 2017, respectively | 1,463.5 | 1,314 |
Income tax receivable | 41.1 | 14.6 |
Prepaid expenses and other current assets | 343.4 | 176.3 |
Total current assets | 2,743.3 | 1,910.5 |
Property and equipment, net | 313.8 | 304.3 |
Goodwill | 1,778.5 | 1,765.3 |
Intangible assets, net | 1,128.2 | 1,306 |
Equity method investments | 8.7 | 7.9 |
Deferred tax assets | 84 | 66.6 |
Other non-current assets | 489.5 | 432.8 |
Total assets | 6,546 | 5,793.4 |
Current liabilities: | ||
Short-term borrowings and current portion of long-term debt | 39.9 | 59.5 |
Accounts payable and accrued expenses | 1,047.7 | 771.2 |
Accrued compensation | 817.9 | 864.8 |
Income tax payable | 43.2 | 35.7 |
Other current liabilities | 90 | 234.4 |
Total current liabilities | 2,038.7 | 1,965.6 |
Long-term debt | 2,644.2 | 2,784 |
Deferred tax liabilities | 136.4 | 157.5 |
Other non-current liabilities | 366.6 | 386.9 |
Total liabilities | 5,185.9 | 5,294 |
Commitments and contingencies (See Note 14) | ||
Shareholders' Equity: | ||
Ordinary shares, nominal value $0.10 per share, 216.6 shares issued and outstanding at December 31, 2018 and ordinary shares nominal value $10.00 per share, 145.1 shares issued and outstanding at December 31, 2017 | 21.7 | 1,451.3 |
Additional paid-in capital | 2,791.2 | 283.8 |
Accumulated deficit | (1,298.4) | (1,148.5) |
Accumulated other comprehensive loss | (154.4) | (87.2) |
Total equity | 1,360.1 | 499.4 |
Total liabilities and shareholders' equity | $ 6,546 | $ 5,793.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Trade and other receivables, allowance | $ 49.5 | $ 35.3 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||||||||||
Revenue | $ 2,401.9 | $ 2,076 | $ 1,974.3 | $ 1,767.7 | $ 2,052.7 | $ 1,709.3 | $ 1,700.6 | $ 1,461.3 | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 |
Costs and expenses: | |||||||||||
Cost of services (exclusive of depreciation and amortization) | 6,642.4 | 5,639.8 | 5,067.8 | ||||||||
Operating, administrative and other | 1,271.1 | 1,156.1 | 1,150.6 | ||||||||
Depreciation and amortization | 290 | 270.6 | 260.6 | ||||||||
Restructuring, impairment and related charges | 3.8 | 28.5 | 32.1 | ||||||||
Total costs and expenses | 8,207.3 | 7,095 | 6,511.1 | ||||||||
Operating income (loss) | 43.2 | 20.6 | 30.6 | (81.9) | 37.2 | (54.5) | (35.6) | (118.2) | 12.6 | (171.1) | (295.4) |
Interest expense, net of interest income | (228.8) | (183.1) | (171.8) | ||||||||
Earnings from equity method investments | 1.9 | 1.4 | 5.9 | ||||||||
Other income, net | 3.5 | 11 | 2.4 | ||||||||
Loss before income taxes | (210.8) | (341.8) | (458.9) | ||||||||
Benefit from income taxes | (25) | (120.5) | (24.3) | ||||||||
Net loss | $ (18) | $ (41.4) | $ (33.5) | $ (92.9) | $ 22.2 | $ (78.6) | $ (47) | $ (117.9) | (185.8) | (221.3) | (434.6) |
Less: Net loss attributable to non-controlling interests | 0 | 0 | (0.4) | ||||||||
Net loss attributable to the Company | $ (185.8) | $ (221.3) | $ (434.2) | ||||||||
Basic and diluted loss per share: | |||||||||||
Loss per share attributable to common shareholders (in dollars per share) | $ (1.09) | $ (1.54) | $ (3.07) | ||||||||
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 171.2 | 143.9 | 141.4 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (185.8) | $ (221.3) | $ (434.6) |
Other comprehensive (loss) income, net of tax: | |||
Designated hedge (losses) gains | (5.7) | 2.2 | 19.9 |
Defined benefit plan actuarial gains (losses) | 0.8 | 4.7 | (10.9) |
Foreign currency translation | (62.3) | 54.4 | (85.3) |
Total other comprehensive (loss) income | (67.2) | 61.3 | (76.3) |
Total comprehensive loss | (253) | (160) | (510.9) |
Less: Comprehensive (loss) income attributable to non-controlling interests | 0 | 0 | (0.7) |
Comprehensive loss attributable to the Company | $ (253) | $ (160) | $ (510.2) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Millions, $ in Millions | Total | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Unrealized Hedging (Losses) Gains | Foreign Currency Translation | Defined Benefit Plans | Total Accumulated Other Comprehensive Loss, net of tax | Total Equity | Noncontrolling Interests |
Beginning Balance (in shares) at Dec. 31, 2015 | 139.5 | |||||||||
Beginning balance at Dec. 31, 2015 | $ 1,025.6 | $ 1,394.9 | $ 187.2 | $ (493) | $ (2.5) | $ (70.5) | $ 0.5 | $ (72.5) | $ 1,016.6 | $ 9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Acquisition and disposal of non-controlling interest | (22.1) | (11.4) | (2.4) | (2.4) | (13.8) | (8.3) | ||||
Share issuances (in shares) | 3.1 | |||||||||
Share issuances | 39.7 | $ 31.1 | 8.6 | 0 | 39.7 | 0 | ||||
Net loss | (434.6) | (434.2) | (434.2) | (0.4) | ||||||
Stock-based compensation (in shares) | 0.5 | |||||||||
Stock-based compensation | 50.8 | $ 4.8 | 46 | 50.8 | ||||||
Foreign currency translation | (82.9) | (82.6) | (82.6) | (82.6) | (0.3) | |||||
Defined benefit plans actuarial gain | (11) | (11) | (11) | (11) | ||||||
Unrealized gain on hedging instruments | 31 | 31 | 31 | 31 | ||||||
Amounts reclassified from AOCI to the statement of operations | (11) | (11.1) | 0.1 | (11) | (11) | |||||
Ending Balance (in shares) at Dec. 31, 2016 | 143.1 | |||||||||
Ending balance at Dec. 31, 2016 | 585.5 | $ 1,430.8 | 230.4 | (927.2) | 17.4 | (155.5) | (10.4) | (148.5) | 585.5 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share issuances (in shares) | 1.3 | |||||||||
Share issuances | 17.6 | $ 13.9 | 3.7 | 17.6 | ||||||
Net loss | (221.3) | (221.3) | (221.3) | |||||||
Stock-based compensation (in shares) | 0.7 | |||||||||
Stock-based compensation | 54.3 | $ 6.6 | 47.7 | 54.3 | ||||||
Foreign currency translation | 54.4 | 54.4 | 54.4 | 54.4 | ||||||
Defined benefit plans actuarial gain | 2.3 | 2.3 | 2.3 | 2.3 | ||||||
Unrealized gain on hedging instruments | (14.6) | (14.6) | (14.6) | (14.6) | ||||||
Amounts reclassified from AOCI to the statement of operations | 19.2 | 16.8 | 2.4 | 19.2 | 19.2 | |||||
Other activity | 2 | 2 | 2 | |||||||
Ending Balance (in shares) at Dec. 31, 2017 | 145.1 | |||||||||
Ending balance at Dec. 31, 2017 | 499.4 | $ 1,451.3 | 283.8 | (1,148.5) | 19.6 | (101.1) | (5.7) | (87.2) | 499.4 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Capital reduction (see Note 1) | 0 | $ (1,436.7) | 1,436.7 | |||||||
Share issuances (in shares) | 8 | |||||||||
Share issuances | 9.6 | $ 0.8 | 8.8 | 9.6 | ||||||
Net loss | (185.8) | (185.8) | (185.8) | |||||||
Stock-based compensation (in shares) | 1.2 | |||||||||
Stock-based compensation | 78 | $ 0.1 | 77.9 | 78 | ||||||
Foreign currency translation | (62.3) | (62.3) | (62.3) | (62.3) | ||||||
Defined benefit plans actuarial gain | 0.8 | 0.8 | 0.8 | 0.8 | ||||||
Unrealized gain on hedging instruments | 7.5 | 7.5 | 7.5 | 7.5 | ||||||
Amounts reclassified from AOCI to the statement of operations | (13.2) | (13.2) | (13.2) | (13.2) | ||||||
Proceeds from IPO and Concurrent Private Placement, net of underwriting and other expenses | 62.3 | |||||||||
Proceeds from IPO and Concurrent Private Placement, net of underwriting and other expenses | 993.6 | $ 6.2 | 987.4 | 993.6 | ||||||
Other activity | (3.4) | (3.4) | $ (3.4) | |||||||
Ending Balance (in shares) at Dec. 31, 2018 | 216.6 | |||||||||
Ending balance at Dec. 31, 2018 | $ 1,360.1 | $ 21.7 | $ 2,791.2 | $ (1,298.4) | $ 13.9 | $ (163.4) | $ (4.9) | $ (154.4) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (185.8) | $ (221.3) | $ (434.6) |
Reconciliation of net loss to net cash used in operating activities: | |||
Depreciation and amortization | 290 | 270.6 | 260.6 |
Impairment charges | 2.7 | 0 | 2.6 |
Unrealized foreign exchange loss (gain) | 8.4 | (7.3) | (10.7) |
Stock-based compensation | 81.9 | 52.4 | 49 |
Loss on debt extinguishment | 50.4 | 0 | 0 |
Amortization of debt issuance costs | 12.5 | 16.5 | 12.6 |
Gain on pension curtailment | 0 | (10) | 0 |
Fees incurred in conjunction with debt modification | 0 | 0 | (3.7) |
Change in deferred taxes | (58.9) | (170.3) | (60.1) |
Bad debt expense | 21.7 | 3.9 | 11.9 |
Other non-cash operating activities | (3.6) | 7 | 1.2 |
Changes in assets and liabilities: | |||
Trade and other receivables | (235.5) | (173.4) | (146.9) |
Income taxes payable | (19.6) | 10.1 | 2.7 |
Prepaid expenses and other current assets | (26.9) | (17.6) | 18.4 |
Other non-current assets | 84.6 | 44 | (137.6) |
Accounts payable and accrued expenses | 74.9 | 42.6 | 118.3 |
Accrued compensation | 117.8 | 98.4 | 11 |
Other current and non-current liabilities | (216.8) | 58.8 | (29.8) |
Net cash (used in) provided by operating activities | (2.2) | 4.4 | (335.1) |
Cash flows from investing activities | |||
Payment for property and equipment | (84.2) | (129.1) | (77.3) |
Acquisitions of businesses, net of cash acquired | (35.5) | (99.9) | (57.1) |
Sale of business, net of cash acquired | 0 | 0 | 10.2 |
Acquisition of non-controlling interests | 0 | 0 | (17.3) |
Investments in equity securities | (8.7) | 0 | 0 |
Return of beneficial interest in a securitization | (85) | 0 | 0 |
Collection on beneficial interest in a securitization | 0 | 84.8 | 0 |
Other investing activities, net | (4.6) | 1 | 3.8 |
Net cash used in investing activities | (218) | (143.2) | (137.7) |
Cash flows from financing activities | |||
Net proceeds from issuance of shares | 9 | 23.4 | 39.8 |
Shares repurchased for payment of employee taxes on stock awards | (15.2) | (4.5) | (2.9) |
Payment of contingent consideration | (22.3) | (8.4) | 0 |
Proceeds from long-term borrowings | 2,936.5 | 318.7 | 639.8 |
Repayment of borrowings | (3,133.2) | (150.3) | (313.5) |
Debt issuance costs | (24.4) | (4.4) | 0 |
Proceeds from initial public offering, net of underwriting | 831.4 | 0 | 0 |
Proceeds from private placement | 179.5 | 0 | 0 |
Payments of initial offering and private placement costs | (17.3) | 0 | 0 |
Payment of finance lease liabilities | (10.8) | (9.1) | (6.7) |
Other financing activities, net | (7.3) | 2.3 | 0 |
Net cash provided by financing activities | 725.9 | 167.7 | 356.5 |
Change in cash, cash equivalents and restricted cash | 505.7 | 28.9 | (116.3) |
Cash, cash equivalents and restricted cash, beginning of the year | 467.9 | 424.8 | 547.9 |
Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash | (8.2) | 14.2 | (6.8) |
Cash, cash equivalents and restricted cash, end of the year | $ 965.4 | $ 467.9 | $ 424.8 |
Organization and Business Overv
Organization and Business Overview | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1: Organization and Business Overview DTZ Jersey Holdings Limited, together with its subsidiaries, was formed on August 21, 2014, by investment funds affiliated with TPG Capital, L.P. (“TPG”), PAG Asia Capital Limited (“PAG”) and Ontario Teachers’ Pension Plan (“OTPP”) (collectively, the “Sponsors”). On November 5, 2014, DTZ Jersey Holdings Limited acquired 100% of the combined DTZ group for $1.1 billion from UGL Limited (the “DTZ Acquisition”). On September 1, 2015, DTZ Jersey Holdings Limited acquired 100% of C&W Group, Inc. (“Cushman & Wakefield” or “C&W” and also defined as the “C&W Group merger”) for $1.9 billion . On July 6, 2018, the shareholders of DTZ Jersey Holdings Limited exchanged their shares in DTZ Jersey Holdings Limited for interests in newly issued shares of Cushman & Wakefield Limited, a private limited company incorporated in England and Wales (the “Share Exchange”). On July 12, 2018, Cushman & Wakefield Limited reduced the nominal value of each ordinary share issued to $0.01 (“Capital Reduction”). On July 19, 2018, Cushman & Wakefield Limited re-registered as a public limited company organized under the laws of England and Wales (the “Re-registration”) named Cushman & Wakefield plc (together with its subsidiaries, “ the Company, ” “we,” “ours” and “us” ). Following the Re-registration, the Company undertook a share consolidation of its outstanding ordinary shares (the “Share Consolidation”), which resulted in a proportional decrease in the number of ordinary shares outstanding as well as corresponding adjustments to outstanding options and restricted share units on a 10 for 1 basis. These financial statements have been retroactively adjusted to give effect to the Share Consolidation as it relates to all issued and outstanding ordinary shares and related per share amounts contained herein. The transactions described above are collectively referred to herein as the “Corporate Reorganization”. On August 6, 2018, the Company completed an IPO of its ordinary shares in which it issued and sold 51.8 million ordinary shares at a price of $17.00 per share. On August 6 and 7, 2018, the Company completed a concurrent private placement (the "Concurrent Private Placement") of its ordinary shares in which it sold 10.6 million shares to Vanke Service (Hong Kong) Co., Limited ("Vanke Service") at a price of $17.00 per share. The IPO and Concurrent Private Placement resulted in net proceeds of approximately $1.0 billion after deducting offering fees and other direct incremental costs. Public trading in the Company's ordinary shares began on August 2, 2018. As of December 31, 2018 , the Company operated from approximately 400 offices in 70 countries with approximately 51,000 employees. The Company’s business is focused on meeting the increasing demands of our clients across multiple service lines including Property, facilities and project management, Leasing, Capital markets and Valuation and other services. The Company primarily does business under the Cushman & Wakefield tradename. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies a) Basis of Presentation The Company maintains its accounting records on the accrual basis of accounting and its Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Consolidated Financial Statements are presented in U.S. dollars. b) Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries, which include voting interest entities (“VOEs”) in which the Company has determined it has a controlling financial interest in accordance with the provisions of Accounting Standards Codification ("ASC") 810, Consolidations . The equity attributable to the non-controlling interests is shown separately in the accompanying consolidated balance sheets. All significant intercompany accounts and transactions have been eliminated in consolidation. When applying principles of consolidation, management will identify whether an investee entity is a variable interest entity (“VIE”) or a VOE. For VOEs, the interest holder with control through majority ownership and majority voting rights consolidates the entity. The Company has determined that it does not have any material interests in VIEs. Entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, are accounted for using the equity method. The Consolidated Financial Statements include the Company’s share of the income and expenses and equity movements of investees accounted for under the equity method, after adjustments to align the accounting policies with those of the Company, from the date that significant influence or joint control commences until the date that significant influence ceases. When the Company’s share of losses exceeds its interest in an investee accounted for under the equity method, the carrying amount of that interest (including any long-term loans) is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Company has an obligation to make or has made payments on behalf of the investee. Investments in which the Company does not exert significant influence are accounted for at cost less any impairment in value. As of December 31, 2018 and 2017 , the Company had investments classified under the equity method of accounting of $8.7 million and $7.9 million , respectively. The Company also holds investments in privately-held companies that are classified as equity securities which are not required to be consolidated. As of December 31, 2018 and 2017 , investments in equity securities without readily determinable fair values had a carrying value of approximately $14.6 million and $5.3 million , respectively, in Other non-current assets on the consolidated balance sheets. The Company did not recognize any investment related impairment losses during the years ended December 31, 2018 and 2017 , respectively. c) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to estimates and assumptions include, but are not limited to, the valuation of assets acquired and liabilities assumed in business combinations, including contingent consideration; the fair value of derivative instruments; the fair value of the Company’s defined benefit plan assets and obligations; the fair value of awards granted under stock-based compensation plans; valuation allowances for income taxes; self-insurance program liabilities; uncertain tax positions; probability of meeting performance conditions in share-based awards; impairment assessments related to goodwill, intangible assets and other long-lived assets and variable consideration subject to accelerated revenue recognition. Although these estimates and assumptions are based on management’s judgment and best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Estimates and underlying assumptions are evaluated on an ongoing basis and adjusted, as needed, using historical experience and other factors, including the current economic environment. Market factors, such as illiquid credit markets, volatile equity markets and foreign currency fluctuations can increase the uncertainty in such estimates and assumptions. The effects of such adjustments are reflected in the Consolidated Financial Statements in the periods in which they are determined. d) Revenue Recognition Under current revenue recognition, revenue is recognized upon transfer of control of promised services to clients in an amount that reflects the consideration the Company expects to receive in exchange for those services. Under legacy revenue recognition, revenue is recognized when all of the following criteria is met: (1) persuasive evidence of an arrangement exists; (2) services have been rendered; (3) the amount is fixed or determinable; and (4) collectability is reasonably assured. The Company enters into contracts and earns revenue from its Property, facilities and project management, Leasing, Capital markets and Valuation and other service lines. Revenue is recognized net of any taxes collected from customers. A performance obligation is a promise in a contract to transfer a distinct service or a series of distinct services to the client and is the unit of account in Topic 606. A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct service in the contract. Nature of Services Property, facilities and project management Fees earned from the delivery of the Company’s Property, facilities and project management services are recognized over time when earned under the provisions of the related agreements and are generally based on a fixed recurring fee or a variable fee, which may be based on hours incurred, a percentage mark-up on actual costs incurred or a percentage of monthly gross receipts. The Company may also earn additional revenue based on certain qualitative and quantitative performance measures, which can be based on certain key performance indicators. This additional revenue is recognized over time when earned as the performance obligation is satisfied and the fees are not deemed probable of significant reversal in future periods. Under legacy revenue recognition, revenue is recognized when the obligation is completed, the fees are fixed and determinable and fees are deemed collectible. When accounting for reimbursements of third-party expenses incurred on a client’s behalf, the Company determines whether it is acting as a principal or an agent in the arrangement. When the Company is acting as a principal, the Company’s revenue is reported on a gross basis and comprises the entire amount billed to the client and reported cost of services includes all expenses associated with the client. When the Company is acting as an agent, the Company’s fee is reported on a net basis as revenue for reimbursed amounts is netted against the related expenses. Within Topic 606, control of the service before transfer to the customer is the focal point of the principal versus agent assessments. The Company is a principal if it controls the services before they are transferred to the client. Under legacy revenue recognition, the assessment of being the primary obligor of the service is the focal point of the principal versus agent assessments. The presentation of revenues and expenses pursuant to these arrangements under either a gross or net basis has no impact on Fee revenue, net loss or cash flows. Leasing and Capital markets The Company records commission revenue on real estate leases and sales at the point in time when the performance obligation is satisfied, which is generally upon lease execution or transaction closing. Terms and conditions of a commission agreement may include, but are not limited to, execution of a signed lease agreement and future contingencies, including tenant’s occupancy, payment of a deposit or payment of first month’s rent (or a combination thereof). The adoption of Topic 606 resulted in an acceleration of some revenues that are based, in part, on future contingent events. For the revenues related to Leasing services, the Company’s performance obligation will typically be satisfied upon execution of a lease and the portion of the commission that is contingent on a future event will likely be recognized if deemed not subject to significant reversal, based on the Company’s estimates and judgments. The acceleration of the timing of revenue recognition also results in the acceleration of expense relating to the Company’s commission expense. Under legacy revenue recognition, we defer recognition of revenue and commissions contingent on future events until the respective contingencies have been satisfied. Valuation and other services Valuation and advisory fees are earned upon completion of the service, which is generally upon delivery of a preliminary or final appraisal report. Consulting fees are recognized when earned under the provisions of the client contracts, which is generally upon completion of services. If the Company has multiple contracts with the same customer, the Company assesses whether the contracts are linked or are separate arrangements. The Company considers several factors in this assessment, including the timing of negotiation, interdependence with other contracts or elements and pricing and payment terms. The Company and its customers typically view each contract as a separate arrangement, as each service has standalone value, selling prices of the separate services exist and are negotiated independently and performance of the services is distinct. e) Cost of Services Cost of services includes commission expenses, employee costs and other third-party transaction-related costs incurred directly in connection with the generation of revenue. f) Advertising Costs Advertising costs are expensed as incurred. For the years ended December 31, 2018 , 2017 and 2016 , advertising costs of $52.7 million , $54.7 million and $48.2 million respectively, were included in Operating, administrative and other expenses in the consolidated statements of operations. g) Debt Issuance Costs, Premiums and Discounts Debt issuance costs, premiums and discounts are amortized into Interest expense over the terms of the related loan agreements using the effective interest method. Debt issuance costs, premiums and discounts related to non-revolving debt are presented on the consolidated balance sheets as a direct deduction from the carrying value of the associated debt liability. Debt issuance costs related to revolving credit facilities are presented on the consolidated balance sheets as Other non-current assets. Refer to Note 9: Long-term Debt and Other Borrowings for additional information on debt issuance costs. h) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the new rate is enacted. A valuation allowance is established against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized in the future. In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. The provision for income taxes comprises current and deferred income tax expense and is recognized in the consolidated statements of operations. To the extent that the income taxes are for items recognized directly in equity, the related income tax effects are recognized in equity. Refer to Note 12: Income Taxes for additional information on income taxes. i) Cash and Cash Equivalents Cash and cash equivalents comprise cash balances and highly-liquid investments with original maturities of three months or less. The carrying amount of cash equivalents approximates fair value. Checks issued but not presented to banks may result in book overdraft balances for accounting purposes, which are classified within short-term borrowings and the change as a component of financing cash flows. The Company also manages certain cash and cash equivalents as an agent for its property and facilities management clients. These amounts are not included in the accompanying consolidated balance sheets. Restricted cash Included in the accompanying consolidated balance sheets within Prepaid expenses and other current assets is restricted cash of $70.1 million and $62.3 million as of December 31, 2018 and 2017 , respectively. These balances primarily consist of legally restricted deposits related to contracts entered into with others, including clients, in the normal course of business. j) Trade and Other Receivables Trade and other receivables are presented on the consolidated balance sheets net of estimated uncollectable amounts. On a periodic basis, the Company evaluates its receivables and establishes an allowance for doubtful accounts based on historical experience and other currently available information. The allowance reflects the Company’s best estimate of collectability risks on outstanding receivables. Accounts Receivable Securitization Program In March 2017, the Company entered into a revolving trade accounts receivables securitization program, which it has been amended from time to time (“A/R Securitization“). The Company records the transactions as sales of receivables, derecognizes such receivables from its Consolidated Financial Statements and records a receivable for the deferred purchase price of such receivables. Refer to Note 16: Fair Value Measurements and Note 17: Accounts Receivable Securitization for additional information about the A/R Securitization. k) Concentration of Credit Risk Concentrations that potentially subject the Company to credit risk consist principally of trade receivables. Exposure to credit risk is influenced by the individual characteristics of each customer. New customers are analyzed individually for creditworthiness, considering credit ratings where available, financial position, past experience and other factors. The risk associated with this concentration is limited due to ongoing monitoring and the large number and geographic dispersion of customers. l) Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation, or in the case of capital leases, at the present value of the future minimum lease payments. Costs include expenditures that are directly attributable to the acquisition of the asset and costs incurred to prepare the asset for its intended use. Direct costs for internally developed software are capitalized during the application development stage. All costs during the preliminary project stage are expensed as incurred. The costs capitalized include consulting, licensing and direct labor costs and are amortized upon implementation of the software in production over the useful life of the software. Repair and maintenance costs are expensed as incurred. Depreciation of property and equipment is computed on a straight-line basis over the asset’s estimated useful life. Assets held under capital leases are depreciated over the shorter of the lease term or their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. The Company’s estimated useful lives are as follows: Furniture and equipment 3 to 20 years Leasehold improvements 2 to 19 years Equipment under capital lease Shorter of lease term or asset useful life Software 1 to 10 years The Company evaluates the reasonableness of the useful lives of property and equipment at least annually. In addition, the Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If this review indicates that such assets are impaired, the impairment is recognized in the period the changes occur and represent the amount by which the carrying value exceeds the fair value. m) Goodwill and Other Intangible Assets Acquired identifiable assets, liabilities and any non-controlling interests are recorded at fair value at the date of acquisition. Any excess of the cost of the business combination over the fair value of those assets and liabilities is recognized as goodwill on the consolidated balance sheets. Goodwill and indefinite-lived intangible assets are not amortized and are stated at cost. Definite-lived intangible assets are stated at cost less accumulated amortization. Amortization of definite-lived intangible assets is recognized in the consolidated statements of operations on a straight-line basis over the estimated useful lives of intangible assets. The Company evaluates the reasonableness of the useful lives of these intangibles at least annually. n) Impairment of Long-lived Assets Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they may be impaired. On an annual basis, the Company assesses whether the fair value of a reporting unit (“RU”) is less than its carrying amount by performing a qualitative assessment ("step zero") or quantitative assessment. The Company can either elect to perform the step zero assessment first and then proceed with the quantitative impairment test if it is more likely than not that the fair value of the RU is less than its carrying amount, or the Company can perform just the quantitative assessment. If the Company determines the quantitative impairment test is required, the estimated fair value of the RU is compared to its carrying amount, including goodwill. If the estimated fair value of a RU exceeds its carrying value, goodwill is not considered to be impaired. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill. The Company has elected an annual goodwill impairment assessment date of October 1, and for the impairment test performed on October 1, 2018, the Company concluded that there were no indications of impairment. The Company records an impairment loss for other definite and indefinite-lived intangible assets if the fair value of the asset is less than the asset’s carrying amount. No material impairments of intangible assets were recognized during any of the periods presented. Refer to Note 6: Goodwill and Other Intangible Assets for additional information regarding the Company's intangible assets. o) Accrued Claims and Settlements The Company is subject to various claims and contingencies related to lawsuits. A liability is recorded for claims and legal costs when risk of loss is probable and estimable. The Company self-insures for various risks, including workers’ compensation and medical in some states. A liability is recorded for the Company’s obligations for both reported and incurred but not reported ("IBNR") insurance claims through assessments based on prior claims history. In addition, in the U.S. and Canada, the Company is self-insured against errors and omissions (“E&O”) claims through a primary insurance layer provided by its 100%-owned, consolidated, captive insurance subsidiary, Nottingham Indemnity, Inc., and an excess layer provided through a third-party insurance carrier. See Note 14: Commitments and Contingencies for additional information. p) Derivatives and Hedging Activities From time to time, the Company enters into derivative financial instruments, including foreign exchange forward contracts and interest rate swap or cap agreements, to manage its exposure to foreign exchange rate and interest rate risks. The Company views derivative financial instruments as a risk management tool and, accordingly, does not use derivatives for trading or speculative purposes. Derivatives are initially recognized at fair value at the date the derivative contracts are executed and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in the consolidated statements of operations immediately unless the derivative is designated and effective as a hedging instrument, in which case hedge accounting is applied. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Hedge accounting is discontinued when the Company revokes the hedging relationship, when the hedging instrument expires or is sold, terminated or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognized in Other comprehensive income/(loss), net of applicable income taxes and accumulated in equity at that time, remains in equity and is recognized when the forecasted transaction is ultimately recognized in earnings. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in earnings. Refer to Note 8: Derivative Financial Instruments and Hedging Activities for additional information on derivative instruments. q) Comprehensive Income (Loss) Comprehensive income (loss) comprises net income and changes in equity that are excluded from net income, such as foreign currency translation adjustments, unrealized actuarial gains and losses relating to the defined benefit pension plans, and unrealized gains and losses on derivatives designated as cash flow and net investment hedges, included related tax effects. r) Foreign Currency Transactions Foreign currency transactions are recorded in the functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are recorded in the functional currency at the foreign exchange rate at that date, which may result in a foreign currency gain or loss. Foreign currency gains or losses are recognized in the consolidated statements of operations, except for differences arising on the retranslation of a financial liability designated as a hedge of the net investment in a foreign operation, or qualifying cash flow hedges, which are recognized in Other comprehensive income/(loss) and accumulated within equity. For the years ended December 31, 2018 , 2017 and 2016 , foreign currency transactions resulted in losses of $5.6 million and gains of $2.6 million and $6.1 million , respectively, and were recognized within Cost of services and Operating, administrative, and other expenses in the consolidated statements of operations. Foreign Currency Translation The assets and liabilities of foreign operations are translated into U.S. dollars at the balance sheet date. Income and expense items are translated at the monthly average rates. Translation adjustments are included in Accumulated other comprehensive income (loss). s) Leases The Company enters into various leasing arrangements in which it is the lessee. For operating leases, lease expense is recorded on a straight-line basis over the non-cancellable lease term. Lease incentives received are offset against the total lease expense and recognized over the lease term on a straight-line basis. Deferred lease incentive liabilities were $7.7 million and $6.0 million included in Other current liabilities and $44.6 million and $49.2 million included in Other non-current liabilities as of December 31, 2018 and 2017 , respectively. Capital leases are recorded at the lower of the fair value of the leased asset or the present value of future minimum lease payments. Minimum lease payments are apportioned between the interest charge and reduction of the outstanding liability. Refer to Note 14: Commitments and Contingencies for additional information on leases. t) Share-based Payments The Company grants stock options and restricted stock awards to employees under both the Management Equity Investment and Incentive Plan ("MEIP"), and the 2018 Omnibus Plans. The grant date fair value of awards granted to employees is recognized as compensation expense using the straight-line vesting method over the vesting period, with a corresponding increase in equity or liabilities, depending on the balance sheet classification. The Company also from time to time, grants such awards to non-employees. Such awards are accordingly marked-to-market at the end of each reporting period . Refer to Note 13: Stock-based Payments for additional information on the Company’s stock-based compensation plans. u) Employee Benefits The Company’s defined benefit pension plans are actuarially evaluated, incorporating various critical assumptions including the discount rate and the expected rate of return on plan assets. Any difference between actual and expected plan experience, including asset return experience, in excess of a 10% corridor is recognized in net periodic pension cost over the expected average employee future service period. Other assumptions involve demographic factors such as retirement age, mortality, attrition and the rate of compensation increases. The Company evaluates these assumptions annually and modifies them as appropriate. Refer to Note 10: Employee Benefits for additional information on actuarial assumptions. v) Recently Issued Accounting Pronouncements The Company has adopted the following new accounting standards that have been recently issued: Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board issued a converged standard on recognition of revenue from contracts with customers, Accounting Standard Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (together with all subsequent amendments, "Topic 606" ), which replaced most existing revenue recognition guidance under U.S. GAAP. The core principle of Topic 606 requires companies to reevaluate when revenue is recorded on a transaction based upon newly defined criteria, either at a point in time or over time as goods or services are delivered. Topic 606 requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates, and changes in those estimates. The Company adopted Topic 606 effective January 1, 2018 using the modified retrospective transition approach. Refer to Note 5: Revenue for the impact the adoption of these standards had on the Company's financial statements and related disclosures. Stock Compensation In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting (Topic 718) . The ASU amends the scope of modification accounting for stock-based payment awards. Under the new guidance, modification accounting is required only if the fair value, vesting conditions or classification of the award (as equity or liability) changes as a result of the change in terms. The Company adopted this standard effective January 1, 2018 on a prospective basis, with no material impact on its financial statements or related disclosures. Pension Cost In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The new guidance is intended to classify costs according to their nature and better align the effect of defined benefit plans on operating income with International Financial Reporting Standards. The ASU also provides additional direction on the components eligible for capitalization. The new guidance is required to be applied retrospectively for the change in income statement presentation, while the change in capitalized benefit cost is to be applied prospectively. The ASU is effective for public companies for fiscal years beginning after December 15, 2017. The Company adopted this standard effective January 1, 2018 on a retrospective basis, reclassifying net periodic pension costs other than service cost to Other income, net. This standard had an immaterial impact on the audited consolidated statements of operations for the years ended December 31, 2018 and 2017. Business Combinations In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business (Topic 805) . The new guidance provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not a business. The Company adopted this standard effective January 1, 2018 on a prospective basis, with no material impact on the Company's financial statements and related disclosures. Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The new guidance is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU requires the classification of eight specific cash flow issues identified under ASC 230 to be presented as either financing, investing or operating, or some combination thereof, depending upon the nature of the issue. The new guidance is required to be adopted retrospectively for all of the issues identified to each period presented. The ASU is effective for public companies for fiscal years beginning after December 15, 2017. The Company adopted this standard effective January 1, 2018 on a retrospective basis. As a result of adoption, for the year ended December 31, 2017, the Company classified a cash inflow of $85.0 million as investing activities within the audited consolidated statement of cash flows and classified $41.9 million as Non-cash investing activities as disclosed in Note 18: Supplemental Cash Flow Information related to the Company's Accounts Receivable Securitization program (the "A/R Securitization"). Refer to Note 17: Accounts Receivable Securitization for additional information. The other changes required by ASU No. 2016-15 were immaterial to the statement of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The new guidance requires restricted cash to be presented with cash and cash equivalents in the statement of cash flows. The ASU is required to be adopted retrospectively and is effective for public companies for fiscal years beginning after December 15, 2017. The Company’s restricted cash balances are presented in the consolidated balance sheets within Prepaid expenses and other current assets. Under the new guidance, changes in the Company’s restricted cash will be classified as either operating activities or investing activities in the consolidated statements of cash flows, depending on the nature of the activities that gave rise to the restriction. The Company adopted this standard effective January 1, 2018 using the retrospective transition method. Intangibles - Internal-Use Software In August 2018, th |
Segment Data
Segment Data | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Data | Note 3: Segment Data The Company reports its operations through the following segments: (1) Americas, (2) EMEA and (3) APAC. The Americas consists of operations located in the United States, Canada and key markets in Latin America. EMEA includes operations in the UK, France, Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore, China and other markets in the Asia Pacific region. For segment reporting, gross contract costs are excluded from revenue in determining “Fee revenue”. Additionally, pursuant to business combination accounting rules, certain Fee revenue that was deferred by the acquiree may be recorded as a receivable on the acquisition date by the Company. Such contingent Fee revenue is recorded for segment reporting as an acquisition accounting adjustment to reflect the revenue recognition of the Company absent the application of acquisition accounting. Corporate expenses are allocated to the segments based upon Fee revenue of each segment. Gross contract costs are excluded from operating expenses in determining “Fee-based operating expenses”. Adjusted EBITDA is the profitability metric reported to the chief operating decision maker (“CODM”) for purposes of making decisions about allocation of resources to each segment and assessing performance of each segment. Adjusted EBITDA excludes depreciation and amortization, interest expense, net of interest income, income taxes, as well as integration and other costs related to acquisitions, expenses related to the Cassidy Turley deferred payment obligation (the "DPO"; refer to Note 13: Stock-based Payments for further discussion), stock-based compensation for plans enacted before the Company's IPO ("pre-IPO stock-based compensation") and other charges. As segment assets are not reported to or used by the CODM to measure business performance or allocate resources, total segment assets and capital expenditures are not presented below. Summarized financial information by segment is as follows (in millions): Year Ended December 31, Americas 2018 2017 2016 Total revenue $ 5,724.7 $ 4,600.2 $ 4,124.3 Less: Gross contract costs (1,684.5 ) (1,023.4 ) (851.4 ) Acquisition accounting adjustments 2.5 20.0 30.6 Total Fee revenue $ 4,042.7 $ 3,596.8 $ 3,303.5 Service lines: Property, facilities and project management $ 1,698.6 $ 1,638.3 $ 1,445.4 Leasing 1,481.6 1,244.6 1,140.7 Capital markets 699.4 530.4 536.2 Valuation and other 163.1 183.5 181.2 Total Fee revenue $ 4,042.7 $ 3,596.8 $ 3,303.5 Segment operating expenses $ 5,276.9 $ 4,275.1 $ 3,843.8 Less: Gross contract costs (1,684.5 ) (1,023.4 ) (851.4 ) Total Fee-based operating expenses $ 3,592.4 $ 3,251.7 $ 2,992.4 Adjusted EBITDA $ 450.3 $ 344.6 $ 311.6 Year Ended December 31, EMEA 2018 2017 2016 Total revenue $ 999.8 $ 863.3 $ 755.5 Less: Gross contract costs (111.9 ) (81.3 ) (65.0 ) Acquisition accounting adjustments — 3.2 (0.8 ) Total Fee revenue $ 887.9 $ 785.2 $ 689.7 Service lines: Property, facilities and project management $ 262.1 $ 200.5 $ 172.9 Leasing 265.0 256.5 229.1 Capital markets 173.5 154.3 128.0 Valuation and other 187.3 173.9 159.7 Total Fee revenue $ 887.9 $ 785.2 $ 689.7 Segment operating expenses $ 896.5 $ 769.8 $ 670.9 Less: Gross contract costs (111.9 ) (81.3 ) (65.0 ) Total Fee-based operating expenses $ 784.6 $ 688.5 $ 605.9 Adjusted EBITDA $ 107.9 $ 108.8 $ 90.8 Year Ended December 31, APAC 2018 2017 2016 Total revenue $ 1,495.4 $ 1,460.4 $ 1,335.9 Less: Gross contract costs (475.4 ) (522.6 ) (489.6 ) Acquisition accounting adjustments — — 0.3 Total Fee revenue $ 1,020.0 $ 937.8 $ 846.6 Service lines: Property, facilities and project management $ 661.4 $ 649.7 $ 572.4 Leasing 174.1 149.7 129.1 Capital markets 86.7 55.8 66.6 Valuation and other 97.8 82.6 78.5 Total Fee revenue $ 1,020.0 $ 937.8 $ 846.6 Segment operating expenses $ 1,395.4 $ 1,386.1 $ 1,265.0 Less: Gross contract costs (475.4 ) (522.6 ) (489.6 ) Total Fee-based operating expenses $ 920.0 $ 863.5 $ 775.4 Adjusted EBITDA $ 100.9 $ 75.1 $ 72.4 Adjusted EBITDA is calculated as follows (in millions): Year Ended December 31, 2018 2017 2016 Net loss attributable to the Company $ (185.8 ) $ (221.3 ) $ (434.2 ) Add/(less): Depreciation and amortization 290.0 270.6 260.6 Interest expense, net of interest income 228.8 183.1 171.8 Benefit from income taxes (25.0 ) (120.5 ) (24.3 ) Integration and other costs related to acquisitions 244.7 328.3 427.1 Pre-IPO stock-based compensation 63.4 27.1 23.2 Cassidy Turley deferred payment obligation 33.0 44.0 47.6 Other 10.0 17.2 3.0 Adjusted EBITDA $ 659.1 $ 528.5 $ 474.8 Below is the reconciliation of consolidated operating expenses to Fee-based operating expenses (in millions): Year Ended December 31, 2018 2017 2016 Total operating expenses $ 8,207.3 $ 7,095.0 $ 6,511.1 Less: Gross contract costs (2,271.8 ) (1,627.3 ) (1,406.0 ) Fee-based operating expenses $ 5,935.5 $ 5,467.7 $ 5,105.1 Below is the reconciliation of Fee-based operating expenses by segment to Consolidated Fee-based operating expenses (in millions): Year Ended December 31, 2018 2017 2016 Americas Fee-based operating expenses $ 3,592.4 $ 3,251.7 $ 2,992.4 EMEA Fee-based operating expenses 784.6 688.5 605.9 APAC Fee-based operating expenses 920.0 863.5 775.4 Segment Fee-based operating expenses 5,297.0 4,803.7 4,373.7 Depreciation and amortization 290.0 270.6 260.6 Integration and other costs related to acquisitions (1) 242.1 305.1 397.0 Pre-IPO stock-based compensation 63.4 27.1 23.2 Cassidy Turley deferred payment obligation 33.0 44.0 47.6 Other 10.0 17.2 3.0 Fee-based operating expenses $ 5,935.5 $ 5,467.7 $ 5,105.1 (1) Represents integration and other costs related to acquisitions, comprised of certain direct and incremental costs resulting from acquisitions and related integration efforts, as well as costs related to restructuring programs. Excludes the impact of acquisition accounting revenue adjustments as these amounts do not impact operating expenses. Geographic Information Revenue in the table below is allocated based upon the country in which services are performed (in millions): Year Ended December 31, 2018 2017 2016 United States $ 5,403.6 $ 4,298.7 $ 3,854.4 Australia 589.5 711.3 630.0 United Kingdom 425.9 364.6 359.4 All other countries 1,800.9 1,549.3 1,371.9 $ 8,219.9 $ 6,923.9 $ 6,215.7 The long-lived assets in the table below are comprised of property and equipment (in millions): As of December 31, 2018 2017 United States $ 216.9 $ 211.6 United Kingdom 40.5 30.3 All other countries 56.4 62.4 $ 313.8 $ 304.3 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 4: Earnings Per Share Earnings (Loss) per Share ("EPS") is calculated by dividing the Net earnings or loss attributable to shareholders by the weighted average shares outstanding. As the Company was in a loss position for all reported periods, the Company has determined all potentially dilutive shares would be anti-dilutive and therefore are excluded from the calculation of diluted weighted average shares outstanding. This results in the calculation of weighted average shares outstanding to be the same for basic and diluted EPS. Potentially dilutive securities of approximately 12.2 million , 10.2 million and 8.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively, were not included in the computation of diluted EPS because their effect would have been anti-dilutive. The following is a calculation of EPS (in millions, except per share amounts): Year Ended December 31, 2018 2017 2016 Basic and Diluted EPS Net loss attributable to shareholders $ (185.8 ) $ (221.3 ) $ (434.2 ) Weighted average shares outstanding for basic and diluted loss per share 171.2 143.9 141.4 Basic and diluted loss per common share attributable to shareholders $ (1.09 ) $ (1.54 ) $ (3.07 ) |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 5: Revenue On January 1, 2018, the Company adopted and applied Topic 606 and all the related amendments to all contracts using the modified retrospective method. The Company recognized the cumulative effect on the consolidated balance sheet of applying the new revenue standard as an adjustment to the opening balance of Accumulated deficit of $35.9 million as of January 1, 2018. Comparative information continues to be reported under the accounting standards in effect for periods prior to 2018. The impact to revenue for the year ended December 31, 2018 was an increase of $432.8 million , which included an increase of $400.2 million related to reimbursed expenses due to implementation of the updated principal versus agent considerations in Topic 606 and the acceleration in the timing of revenue recognition related to variable consideration primarily for Leasing services of $32.6 million . Contract Balances The Company receives payments from customers based upon contractual billing schedules; accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts related to the contractual right to consideration for completed performance not yet invoiced or able to be invoiced. Contract liabilities are recorded when cash payments are received in advance of performance, including amounts which are refundable. The Company had no material asset impairment charges related to contract assets in the period presented. Changes in the contract assets and contract liabilities during the year are as follows (in millions): Contract Assets Balance as of December 31, 2017 $ — Contract assets recognized upon adoption 144.1 Contract assets from revenues earned, not yet invoiced 140.4 Contract assets transferred to accounts receivable (98.1 ) Balance as of December 31, 2018 $ 186.4 Contract Liabilities Balance as of December 31, 2017 $ 46.4 Contract liabilities recognized upon adoption — Contract liabilities recognized for cash received in advance 607.7 Contract liabilities reduced due to revenue recognition criteria being satisfied (587.3 ) Balance as of December 31, 2018 $ 66.8 Before the adoption of Topic 606, the Company had no contract assets recorded. The Company's accounting for contract liabilities (deferred revenue) recorded as of December 31, 2017 was not affected by the adoption of Topic 606. Of the total ending balances as of December 31, 2018 , contract assets of $160.6 million and $25.8 million were recorded as Prepaid expenses and other current assets and Other non-current assets, respectively, in the consolidated balance sheets. As of December 31, 2018 and 2017 , the above contract liabilities were recorded in Accounts payable and accrued expenses in the consolidated balance sheets. Disaggregation of Revenue The following tables disaggregate revenue by reportable segment and service line (in millions): Year Ended December 31, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 3,369.6 $ 371.1 $ 1,136.8 $ 4,877.5 Leasing At a point in time 1,487.5 266.1 174.1 1,927.7 Capital markets At a point in time 702.4 173.6 86.7 962.7 Valuation and other At a point in time or over time 165.2 189.0 97.8 452.0 Total revenue $ 5,724.7 $ 999.8 $ 1,495.4 $ 8,219.9 Year Ended December 31, 2017 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 2,650.3 $ 278.6 $ 1,172.2 $ 4,101.1 Leasing At a point in time 1,229.3 256.9 149.7 1,635.9 Capital markets At a point in time 531.4 153.9 55.8 741.1 Valuation and other At a point in time or over time 189.2 173.9 82.7 445.8 Total revenue $ 4,600.2 $ 863.3 $ 1,460.4 $ 6,923.9 Year Ended December 31, 2016 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 2,290.2 $ 235.7 $ 1,061.8 $ 3,587.7 Leasing At a point in time 1,219.8 231.5 129.0 1,580.3 Capital markets At a point in time 431.5 128.0 66.6 626.1 Valuation and other At a point in time or over time 182.8 160.3 78.5 421.6 Total revenue $ 4,124.3 $ 755.5 $ 1,335.9 $ 6,215.7 Impact of New Revenue Guidance and Financial Statement Line Items The following table compares the reported audited consolidated balance sheet as of December 31, 2018 and the audited consolidated statements of operations for the year ended December 31, 2018 , as a result of the adoption of Topic 606 on January 1, 2018 compared to the pro forma presentation of each respective statement, which assumes the previous guidance remained in effect as of December 31, 2018 (in millions): Balance as of December 31, 2018 Balance Sheet Balance Without Adoption of Topic 606 Adoption Impact As Reported Trade and other receivables $ 1,410.7 $ 52.8 $ 1,463.5 Prepaid expenses and other current assets 182.8 160.6 343.4 Total current assets 2,529.9 213.4 2,743.3 Other non-current assets 463.7 25.8 489.5 Total assets 6,306.8 239.2 6,546.0 Accounts payable and accrued expenses 994.9 52.8 1,047.7 Accrued compensation 709.8 108.1 817.9 Total current liabilities 1,877.8 160.9 2,038.7 Deferred tax liabilities 119.3 17.1 136.4 Other non-current liabilities 347.7 18.9 366.6 Total liabilities 4,989.0 196.9 5,185.9 Accumulated deficit (1,341.2 ) 42.8 (1,298.4 ) Accumulated other comprehensive loss (153.9 ) (0.5 ) (154.4 ) Total equity 1,317.8 42.3 1,360.1 Total liabilities and shareholders’ equity 6,306.8 239.2 6,546.0 Total reported assets increased by $239.2 million due to a $160.6 million increase in Prepaid expenses and other assets and a $25.8 million increase in Other non-current assets in the consolidated balance sheets resulting from new contract assets recognized from acceleration of timing of revenue recognition, but contractually not able to be invoiced and $52.8 million due to an increase in client reimbursed receivables included in Trade and other receivables from contracts accounted for on a gross basis. Total reported liabilities increased by $196.9 million primarily due to a $108.1 million increase related to accrued commissions and other employee related benefit payables related to the associated direct commissions resulting from the acceleration of the timing of revenues recognized, $52.8 million primarily related to the increase in client reimbursed payables related to contracts accounted for on a gross basis and $17.1 million for the net deferred tax liabilities as well as $18.9 million for Other non-current liabilities related to long-term accrued commissions. Year Ended December 31, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 7,787.1 $ 432.8 $ 8,219.9 Cost of services 6,220.6 421.8 6,642.4 Total costs and expenses 7,785.5 421.8 8,207.3 Operating income 1.6 11.0 12.6 Loss before income taxes (221.8 ) 11.0 (210.8 ) Benefit for income taxes (29.6 ) 4.6 (25.0 ) Net loss $ (192.2 ) $ 6.4 $ (185.8 ) Total reported net loss was $6.4 million lower than the pro forma statement of operations for the year ended December 31, 2018 . The decrease in net loss was due to the acceleration of the timing of revenue recognition in the Leasing service line. The adoption of Topic 606 had offsetting impacts within the cash flows from operating activities of the consolidated statement of cash flows with no net impact on the Company’s cash flows from operations. Practical Expedients and Exemptions The Company incurs incremental costs to obtain new contracts across the majority of its service lines. As the amortization period of those expenses is 12 months or less, the Company expenses those incremental costs of obtaining the contracts in accordance with Topic 606. Remaining performance obligations represent the aggregate transaction prices for contracts where the performance obligations have not yet been satisfied. In accordance with Topic 606, the Company does not disclose unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) variable consideration for services performed as a series of daily performance obligations, such as those performed within the Property, facilities and project management services lines. Performance obligations within these businesses represent a significant portion of the Company's contracts with customers not expected to be completed within 12 months. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 6: Goodwill and Other Intangible Assets The following table summarizes the changes in the carrying amount of goodwill for the year ended December 31, 2018 (in millions): Americas EMEA APAC Total Balance as of December 31, 2016 $ 1,155.8 $ 204.7 $ 248.1 $ 1,608.6 Acquisitions 93.8 20.9 — 114.7 Measurement period adjustments (0.7 ) (2.2 ) — (2.9 ) Effect of movements in exchange rates and other 0.8 25.6 18.5 44.9 Balance as of December 31, 2017 $ 1,249.7 $ 249.0 $ 266.6 $ 1,765.3 Acquisitions — 30.2 16.1 46.3 Measurement period adjustments 12.7 0.1 2.1 14.9 Effect of movements in exchange rates and other (8.0 ) (13.2 ) (26.8 ) (48.0 ) Balance as of December 31, 2018 $ 1,254.4 $ 266.1 $ 258.0 $ 1,778.5 Portions of goodwill are denominated in currencies other than the U.S. dollar, therefore a portion of the movements in the reported book value of these balances is attributable to movements in foreign currency exchange rates. The Company identified measurement period adjustments during the years ended December 31, 2018 and 2017 and adjusted the provisional goodwill amounts recognized. For the years ended December 31, 2018 , 2017 and 2016 , the annual impairment assessment of goodwill has been completed resulting in no impairment, as estimated fair value of each of the identified reporting units was in excess of their carrying value. The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of December 31, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,199.7 (637.1 ) 562.6 Other intangible assets 2 – 13 32.8 (13.2 ) 19.6 Total intangible assets $ 1,778.5 $ (650.3 ) $ 1,128.2 As of December 31, 2017 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,211.5 (468.0 ) 743.5 Other intangible assets 2 – 13 26.9 (10.4 ) 16.5 Total intangible assets $ 1,784.4 $ (478.4 ) $ 1,306.0 Amortization expense was $184.2 million , $180.2 million and $179.6 million for the years ended December 31, 2018 , 2017 and 2016 respectively. The estimated annual future amortization expense for each of the years ending December 31, 2019 through December 31, 2023 is $180.3 million , $131.6 million , $47.0 million , $44.7 million and $41.2 million , respectively. No material impairments of intangible assets were recorded for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7: Property and Equipment Property and equipment consist of the following (in millions): As of December 31, 2018 2017 Software $ 189.9 $ 168.4 Plant and equipment 134.9 127.7 Leasehold improvements 205.8 170.2 Equipment under capital lease 43.6 29.8 Software under development 20.2 11.7 Construction in progress 12.2 11.7 606.6 519.5 Less: Accumulated depreciation (292.8 ) (215.2 ) Total property and equipment, net $ 313.8 $ 304.3 Depreciation and amortization expense associated with property and equipment was $105.8 million , $90.4 million and $81.0 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Hedging Activities | Note 8: Derivative Financial Instruments and Hedging Activities The Company is exposed to certain risks arising from both business operations and economic conditions, including interest rate risk and foreign exchange risk. To mitigate the impact of interest rate and foreign exchange risk, the Company enters into derivative financial instruments. The Company maintains the majority of its overall interest rate exposure on floating rate borrowings to a fixed-rate basis, primarily with interest rate swap agreements. The Company manages exposure to foreign exchange fluctuations primarily through short-term forward contracts. Interest Rate Derivative Instruments As of December 31, 2018 , the Company's active interest rate hedging instruments consist of four interest rate swap agreements designated as cash flow hedges, expiring in August 2025, further described below. The Company's hedge asset balances as December 31, 2018 relate solely to these interest rate swaps. During 2018, the Company made the below changes to its historical hedging program, which included terminating and monetizing all of its previous designated interest rate cash flow hedging instruments. In February 2018, the Company elected to terminate and monetize eight interest rate cap agreements and received a $34.5 million cash settlement in exchange for its net hedge asset. Amounts relating to these terminated derivatives recorded in Accumulated other comprehensive income in the consolidated balance sheets will be amortized into earnings over the remaining life of the original contracts, which were scheduled to expire between October 2019 and August 2021. Subsequently, the Company entered into eight interest rate cap agreements with identical terms, one expiring October 2019, three expiring May 2021, one expiring July 2021 and three expiring August 2021. In August 2018, the Company extinguished the 2014 Credit Agreement and as a result the Company de-designated hedge accounting on its eight interest rate cap and five interest rate swap agreements. Refer to Note 9: Long-term Debt and Other Borrowings for additional information. Subsequently, in September 2018, the Company elected to terminate its eight interest rate cap and five interest rate swap agreements, receiving a $9.6 million cash settlement in exchange for its net hedge asset. For the year ended December 31, 2018 , the Company recognized a $0.7 million gain directly in earnings as a result of the changes in the fair value of the interest rate caps and interest rate swaps from the date of de-designation to the date of termination. Amounts relating to these terminated derivatives recorded in Accumulated other comprehensive loss in the consolidated balance sheets will be amortized into earnings over the remaining life of the original contracts, which were scheduled to expire between October 2019 and August 2021. As discussed above, subsequently, the Company entered into four interest rate swap agreements designated as cash flow hedges, expiring in August 2025. The Company did not recognize any significant income or loss due to hedge ineffectiveness related to interest rate swap and cap agreements for the years ended December 31, 2018 , 2017 and 2016 . The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in Accumulated other comprehensive loss in the consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of December 31, 2018 and 2017 , there were $16.5 million and $26.9 million in pre-tax gains, respectively, included in Accumulated other comprehensive loss related to these agreements, which will be reclassified to Interest expense as interest payments are made in accordance with the 2018 Credit Agreement; refer to Note 9: Long-term Debt and Other Borrowings for discussion of these agreements. During the next twelve months, the Company estimates that pre-tax gains of $12.8 million will be reclassified to Interest expense on the consolidated statements of operations. Foreign Exchange Derivative Instruments In August and September 2018, the Company elected to terminate its cross-currency interest rate swap agreements and received a $13.9 million cash settlement in exchange for its net hedge asset. As a result of terminating the cross-currency interest rate swap agreements, a loss of $0.9 million was immediately recognized in earnings. The Company did not recognize any significant income or loss due to hedge ineffectiveness related to cross-currency interest rate swap agreements for the years ended December 31, 2018 , 2017 and 2016 . The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow or net investment hedges is recorded in Accumulated other comprehensive loss in the consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of December 31, 2018 and 2017 , there were $0.3 million and $3.4 million in pre-tax gains, respectively, included in Accumulated other comprehensive loss in the consolidated balance sheets related to these agreements. Amounts remaining as of December 31, 2018 relate to net investments, which will remain in Accumulated other comprehensive loss in the consolidated balance sheets indefinitely until the Company disposes of the underlying investment. Non-designated Foreign Exchange Derivative Instruments Additionally, the Company enters into short-term forward contracts to mitigate the risk of fluctuations in foreign currency exchange rates that would adversely impact some of the Company’s foreign currency denominated transactions. Hedge accounting was not elected for any of these contracts. As such, changes in the fair values of these contracts are recorded directly in earnings. There were gains of $1.0 million , losses of $3.1 million and gains of $1.7 million included in the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 and 2017 , the Company had 23 and 24 foreign currency exchange forward contracts outstanding covering a notional amount of $406.6 million and $277.5 million , respectively. As of December 31, 2018 and 2017 , the fair value of forward contracts disclosed above were included in Other current assets and Other current liabilities in the consolidated balance sheets. The Company does not net these derivatives in the consolidated balance sheets. As of December 31, 2018 and 2017 , the Company has not posted and does not hold any collateral related to these agreements. The following table presents the fair value of derivatives as of December 31, 2018 and 2017 (in millions): December 31, 2018 December 31, 2017 Assets Liabilities Assets Liabilities Derivative Instrument Notional Fair Value Fair Value Fair Value Fair Value Designated: Cash flow hedges: Cross-currency interest rate swaps $ — $ — $ — $ 7.1 $ 0.4 Interest rate swaps 1,800.0 — 25.1 0.5 — Interest rate caps — — — 8.9 — Net investment hedges: Foreign currency net investment hedges — — — — 0.7 Non-designated: Foreign currency forward contracts 406.6 0.5 0.8 0.8 2.2 The fair value of derivative assets is included within Other non-current assets and the fair value of derivative liabilities is included within Other non-current liabilities in the consolidated balance sheets. The Company does not net derivatives in the consolidated balance sheets. The following tables presents the effect of derivatives designated as hedges, net of applicable income taxes, in the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 (in millions): Beginning Accumulated Other Comprehensive Loss (Gain) Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) (1) Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) (2) Ending Accumulated Other Comprehensive Loss (Gain) Year Ended December 31, 2016 Foreign currency cash flow hedges $ 0.1 $ (13.2 ) $ 14.0 $ 0.9 Foreign currency net investment hedges (2.3 ) 0.4 — (1.9 ) Interest rate cash flow hedges 4.7 (18.2 ) (2.9 ) (16.4 ) $ 2.5 $ (31.0 ) $ 11.1 $ (17.4 ) Year Ended December 31, 2017 Foreign currency cash flow hedges $ 0.9 $ 11.0 $ (9.7 ) $ 2.2 Foreign currency net investment hedges (1.9 ) 2.6 — 0.7 Interest rate cash flow hedges (16.4 ) 1.0 (7.1 ) (22.5 ) $ (17.4 ) $ 14.6 $ (16.8 ) $ (19.6 ) Year Ended December 31, 2018 Foreign currency cash flow hedges $ 2.2 $ (7.3 ) $ 5.1 $ — Foreign currency net investment hedges 0.7 (1.3 ) — (0.6 ) Interest rate cash flow hedges (22.5 ) 1.1 8.1 (13.3 ) $ (19.6 ) $ (7.5 ) $ 13.2 $ (13.9 ) (1) Amount is net of related income tax expense (benefit) of $0.7 million , $(2.9) million and $5.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. (2) Amount is net of related income tax (expense) benefit of $(1.9) million , $3.7 million and $(1.9) million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Gains of $9.8 million , losses of $8.4 million and $3.5 million were reclassified into earnings during the years ended December 31, 2018 , 2017 and 2016 , respectively, relating to interest rate hedges and were recognized in Interest expense on the consolidated statements of operations. Gains of $0.2 million and $5.1 million were reclassified into earnings during the year ended December 31, 2018 relating to foreign currency cash flow hedges and were recognized in Interest expense and Operating, administrative and other, respectively, in the consolidated statements of operations. Losses of $0.1 million and $12.0 million were reclassified into earnings during the year ended December 31, 2017 relating to foreign currency cash flow hedges and were recognized in Interest expense and Operating, administrative and other, respectively, in the consolidated statements of operations. Gains of $0.2 million and $16.3 million were reclassified into earnings during the year ended December 31, 2016 relating to foreign currency cash flow hedges and were recognized in Interest expense and Operating, administrative and other, respectively, in the consolidated statements of operations. Note 8: Derivative Financial Instruments and Hedging Activities The Company is exposed to certain risks arising from both business operations and economic conditions, including interest rate risk and foreign exchange risk. To mitigate the impact of interest rate and foreign exchange risk, the Company enters into derivative financial instruments. The Company maintains the majority of its overall interest rate exposure on floating rate borrowings to a fixed-rate basis, primarily with interest rate swap agreements. The Company manages exposure to foreign exchange fluctuations primarily through short-term forward contracts. Interest Rate Derivative Instruments As of December 31, 2018 , the Company's active interest rate hedging instruments consist of four interest rate swap agreements designated as cash flow hedges, expiring in August 2025, further described below. The Company's hedge asset balances as December 31, 2018 relate solely to these interest rate swaps. During 2018, the Company made the below changes to its historical hedging program, which included terminating and monetizing all of its previous designated interest rate cash flow hedging instruments. In February 2018, the Company elected to terminate and monetize eight interest rate cap agreements and received a $34.5 million cash settlement in exchange for its net hedge asset. Amounts relating to these terminated derivatives recorded in Accumulated other comprehensive income in the consolidated balance sheets will be amortized into earnings over the remaining life of the original contracts, which were scheduled to expire between October 2019 and August 2021. Subsequently, the Company entered into eight interest rate cap agreements with identical terms, one expiring October 2019, three expiring May 2021, one expiring July 2021 and three expiring August 2021. In August 2018, the Company extinguished the 2014 Credit Agreement and as a result the Company de-designated hedge accounting on its eight interest rate cap and five interest rate swap agreements. Refer to Note 9: Long-term Debt and Other Borrowings for additional information. Subsequently, in September 2018, the Company elected to terminate its eight interest rate cap and five interest rate swap agreements, receiving a $9.6 million cash settlement in exchange for its net hedge asset. For the year ended December 31, 2018 , the Company recognized a $0.7 million gain directly in earnings as a result of the changes in the fair value of the interest rate caps and interest rate swaps from the date of de-designation to the date of termination. Amounts relating to these terminated derivatives recorded in Accumulated other comprehensive loss in the consolidated balance sheets will be amortized into earnings over the remaining life of the original contracts, which were scheduled to expire between October 2019 and August 2021. As discussed above, subsequently, the Company entered into four interest rate swap agreements designated as cash flow hedges, expiring in August 2025. The Company did not recognize any significant income or loss due to hedge ineffectiveness related to interest rate swap and cap agreements for the years ended December 31, 2018 , 2017 and 2016 . The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in Accumulated other comprehensive loss in the consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of December 31, 2018 and 2017 , there were $16.5 million and $26.9 million in pre-tax gains, respectively, included in Accumulated other comprehensive loss related to these agreements, which will be reclassified to Interest expense as interest payments are made in accordance with the 2018 Credit Agreement; refer to Note 9: Long-term Debt and Other Borrowings for discussion of these agreements. During the next twelve months, the Company estimates that pre-tax gains of $12.8 million will be reclassified to Interest expense on the consolidated statements of operations. Foreign Exchange Derivative Instruments In August and September 2018, the Company elected to terminate its cross-currency interest rate swap agreements and received a $13.9 million cash settlement in exchange for its net hedge asset. As a result of terminating the cross-currency interest rate swap agreements, a loss of $0.9 million was immediately recognized in earnings. The Company did not recognize any significant income or loss due to hedge ineffectiveness related to cross-currency interest rate swap agreements for the years ended December 31, 2018 , 2017 and 2016 . The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow or net investment hedges is recorded in Accumulated other comprehensive loss in the consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of December 31, 2018 and 2017 , there were $0.3 million and $3.4 million in pre-tax gains, respectively, included in Accumulated other comprehensive loss in the consolidated balance sheets related to these agreements. Amounts remaining as of December 31, 2018 relate to net investments, which will remain in Accumulated other comprehensive loss in the consolidated balance sheets indefinitely until the Company disposes of the underlying investment. Non-designated Foreign Exchange Derivative Instruments Additionally, the Company enters into short-term forward contracts to mitigate the risk of fluctuations in foreign currency exchange rates that would adversely impact some of the Company’s foreign currency denominated transactions. Hedge accounting was not elected for any of these contracts. As such, changes in the fair values of these contracts are recorded directly in earnings. There were gains of $1.0 million , losses of $3.1 million and gains of $1.7 million included in the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 and 2017 , the Company had 23 and 24 foreign currency exchange forward contracts outstanding covering a notional amount of $406.6 million and $277.5 million , respectively. As of December 31, 2018 and 2017 , the fair value of forward contracts disclosed above were included in Other current assets and Other current liabilities in the consolidated balance sheets. The Company does not net these derivatives in the consolidated balance sheets. As of December 31, 2018 and 2017 , the Company has not posted and does not hold any collateral related to these agreements. The following table presents the fair value of derivatives as of December 31, 2018 and 2017 (in millions): December 31, 2018 December 31, 2017 Assets Liabilities Assets Liabilities Derivative Instrument Notional Fair Value Fair Value Fair Value Fair Value Designated: Cash flow hedges: Cross-currency interest rate swaps $ — $ — $ — $ 7.1 $ 0.4 Interest rate swaps 1,800.0 — 25.1 0.5 — Interest rate caps — — — 8.9 — Net investment hedges: Foreign currency net investment hedges — — — — 0.7 Non-designated: Foreign currency forward contracts 406.6 0.5 0.8 0.8 2.2 The fair value of derivative assets is included within Other non-current assets and the fair value of derivative liabilities is included within Other non-current liabilities in the consolidated balance sheets. The Company does not net derivatives in the consolidated balance sheets. The following tables presents the effect of derivatives designated as hedges, net of applicable income taxes, in the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 (in millions): Beginning Accumulated Other Comprehensive Loss (Gain) Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) (1) Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) (2) Ending Accumulated Other Comprehensive Loss (Gain) Year Ended December 31, 2016 Foreign currency cash flow hedges $ 0.1 $ (13.2 ) $ 14.0 $ 0.9 Foreign currency net investment hedges (2.3 ) 0.4 — (1.9 ) Interest rate cash flow hedges 4.7 (18.2 ) (2.9 ) (16.4 ) $ 2.5 $ (31.0 ) $ 11.1 $ (17.4 ) Year Ended December 31, 2017 Foreign currency cash flow hedges $ 0.9 $ 11.0 $ (9.7 ) $ 2.2 Foreign currency net investment hedges (1.9 ) 2.6 — 0.7 Interest rate cash flow hedges (16.4 ) 1.0 (7.1 ) (22.5 ) $ (17.4 ) $ 14.6 $ (16.8 ) $ (19.6 ) Year Ended December 31, 2018 Foreign currency cash flow hedges $ 2.2 $ (7.3 ) $ 5.1 $ — Foreign currency net investment hedges 0.7 (1.3 ) — (0.6 ) Interest rate cash flow hedges (22.5 ) 1.1 8.1 (13.3 ) $ (19.6 ) $ (7.5 ) $ 13.2 $ (13.9 ) (1) Amount is net of related income tax expense (benefit) of $0.7 million , $(2.9) million and $5.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. (2) Amount is net of related income tax (expense) benefit of $(1.9) million , $3.7 million and $(1.9) million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Gains of $9.8 million , losses of $8.4 million and $3.5 million were reclassified into earnings during the years ended December 31, 2018 , 2017 and 2016 , respectively, relating to interest rate hedges and were recognized in Interest expense on the consolidated statements of operations. Gains of $0.2 million and $5.1 million were reclassified into earnings during the year ended December 31, 2018 relating to foreign currency cash flow hedges and were recognized in Interest expense and Operating, administrative and other, respectively, in the consolidated statements of operations. Losses of $0.1 million and $12.0 million were reclassified into earnings during the year ended December 31, 2017 relating to foreign currency cash flow hedges and were recognized in Interest expense and Operating, administrative and other, respectively, in the consolidated statements of operations. Gains of $0.2 million and $16.3 million were reclassified into earnings during the year ended December 31, 2016 relating to foreign currency cash flow hedges and were recognized in Interest expense and Operating, administrative and other, respectively, in the consolidated statements of operations. |
Long-term Debt and Other Borrow
Long-term Debt and Other Borrowings | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Other Borrowings | Note 9: Long-term Debt and Other Borrowings Long-term debt consisted of the following (in millions): As of December 31, 2018 December 31, 2017 Collateralized: 2018 First Lien Loan, net of unamortized discount and issuance costs of $31.9 million and $0.0 million $ 2,661.3 $ — First Lien Loan, as amended, net of unamortized discount and issuance costs of $0.0 million and $44.6 million — 2,341.1 Second Lien Loan, as amended, net of unamortized discount and issuance costs of $0.0 million and $10.0 million — 460.0 Capital lease liability 19.5 15.3 Notes payable to former stockholders 0.4 21.2 Total long-term debt 2,681.2 2,837.6 Less current portion (37.0 ) (53.6 ) Total non-current long-term debt $ 2,644.2 $ 2,784.0 2018 Credit Agreement On August 21, 2018, the Company entered into a $3.5 billion credit agreement (the "2018 Credit Agreement"), comprised of a $2.7 billion term loan (the "2018 First Lien Loan") and an $810.0 million revolving facility (the "Revolver"). Net proceeds from the 2018 First Lien Loan were $2.7 billion ( $2.7 billion aggregate principal amount less $13.5 million stated discount and $20.4 million in debt transaction costs). The 2018 Credit Agreement bears interest at a variable interest rate that the Company may select per the terms of the 2018 Credit Agreement. As of December 31, 2018 , the rate is equal to 1-month LIBOR plus 3.25% . The 2018 First Lien Loan matures on August 21, 2025 . As of December 31, 2018 , the effective interest rate of the 2018 First Lien Loan is 6.0% . The 2018 Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of the 2018 First Lien Loan, including incremental borrowings. 2014 Credit Agreement On August 8, 2018, the Company paid off the outstanding principal of $450.0 million of its Second Lien Loan under its previous credit agreement, as amended and originating in 2014 (the "2014 Credit Agreement"). This resulted in a loss on extinguishment related to the write-off of unamortized deferred financing fees of $8.3 million and a prepayment penalty of $2.0 million , which was recorded in Interest expense during the year ended December 31, 2018 . With the proceeds from the 2018 First Lien Loan, the Company subsequently paid off all outstanding principal and accrued interest under the First Lien under the 2014 Credit Agreement of $2.6 billion and $25.9 million , respectively, which also resulted in a loss on extinguishment related to the write-off of unamortized deferred financing fees of $39.2 million which was recorded in Interest expense during the year ended December 31, 2018 . Revolver As part of entering into the 2018 Credit Agreement, the previous revolving facility was modified to increase borrowing capacity to $810.0 million . As of December 31, 2018 , the Company had no outstanding funds drawn under the Revolver, which matures on August 21, 2023. Borrowings under the Revolver, if any, bear interest at our option, at rates varying from 2.75% to 2.00% plus the Eurodollar Rate or 1.75% to 1.00% plus the Base Rate based on achievement of certain First Lien Net Leverage Ratios (as defined in the 2018 Credit Agreement). The Revolver also includes capacity for letters of credit equal to the lesser of (a) $ 220.0 million and (b) any remaining amount not drawn down on the Revolver’s primary capacity. As of December 31, 2018 and 2017, the Company had issued letters of credit with an aggregate face value of $57.6 million and $65.5 million , respectively. These letters of credit were issued in the normal course of business. The Revolver is also subject to a commitment fee. The commitment fee varies based on the Company's First Lien Net Leverage Ratio. The Company was charged $1.5 million , $1.4 million and $1.1 million of commitment fees during the years ended December 31, 2018, 2017 and 2016, respectively. Financial Covenants and Terms The 2018 Credit Agreement has a springing financial covenant for the benefit of the Revolver lenders only that is tested on the last day of each fiscal quarter if the outstanding loans under the Revolver exceed an applicable threshold. If the financial covenant is triggered, the First Lien Net Leverage Ratio is tested for compliance not to exceed 5.80 to 1.00. The Company was in compliance with all of its loan provisions under the 2018 Credit Agreement as of December 31, 2018 . |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Note 10: Employee Benefits Defined contribution plans The Company offers a variety of defined contribution plans across the world, in the U.S. benefit plans are pursuant to Section 401(k) of the Internal Revenue Code. For certain plans, the Company, at its discretion, can match eligible employee contributions of up to 100% of amounts contributed up to 3% of an individual’s annual compensation and subject to limitation under federal law. Additionally, the Company sponsors a number of defined contribution plans pursuant to the requirements of certain countries in which it has operations. Contributions to defined contribution plans are charged as an expense as the contributions are paid or become payable and are reflected in Cost of services and Operating, administrative and other on the consolidated statements of operations. Defined contribution plan expense was $36.1 million , $27.8 million and $26.3 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Defined benefit plans The Company offers defined benefit plans in certain jurisdictions. In the UK, the Company provides a funded defined benefit plan to certain employees and former employees and has an obligation to pay unfunded pensions to six former employees or their surviving spouses. The defined benefit plan provides benefits based on final pensionable salary and has been closed to new members and future accruals since October 31, 2009. Also, in the UK, the Company operates a hybrid pension plan that includes characteristics of both a defined contribution and a defined benefit plan (the “Hybrid Plan”). The Company formally gave notice to freeze this plan effective March 31, 2002 and, subject to certain transitional arrangements, introduced a defined contribution plan for employees from that date. During the year ended December 31, 2017 , the Company elected to curtail and settle a pension plan, which the Company acquired as part of a business combination during the year ended December 31, 2016 , which resulted in a gain of $10.0 million . The net asset/ liability for defined benefit plans is presented within Other non-current liabilities and is comprised of the following (in millions): As of December 31, 2018 As of December 31, 2017 Present value of funded obligations $ (182.9 ) $ (222.6 ) Fair value of defined benefit plan assets 188.2 213.6 Net asset/(liability) $ 5.3 $ (9.0 ) The Company has no legal obligation to settle the liabilities with an immediate contribution or an additional one-off contribution. The Company intends to continue to contribute to its defined benefit plans at a rate in line with the latest recommendations provided by the plans’ actuaries and trustees. Total employer contributions expected to be paid for the year ending December 31, 2019 for the UK defined benefit plans are $6.5 million . Changes in the net asset/ liability for defined benefit plans were as follows (in millions): As of December 31, 2018 As of December 31, 2017 Change in pension benefit obligations: Balance at beginning of year $ (222.6 ) $ (274.5 ) Service cost — (3.3 ) Interest cost (5.1 ) (7.2 ) Actuarial gains (losses) 17.2 (7.2 ) Benefits paid 14.3 16.1 Curtailments, settlements and terminations — 83.2 Foreign exchange movement 13.3 (29.7 ) Balance at end of year (182.9 ) (222.6 ) Change in pension plan assets: Balance at beginning of year 213.6 243.6 Actual return on plan assets (7.5 ) 20.5 Employer contributions 9.5 9.9 Benefits paid (14.3 ) (16.1 ) Curtailments, settlements and terminations — (71.0 ) Foreign exchange movement (13.1 ) 26.7 Balance at end of year 188.2 213.6 Over funded (unfunded) status at end of year $ 5.3 $ (9.0 ) Total amounts recognized in the consolidated statements of operations were as follows (in millions): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Service and other cost $ — $ (2.6 ) $ (0.4 ) Interest cost (5.1 ) (7.2 ) (7.0 ) Expected return on assets 8.4 8.9 9.0 Curtailments, settlements and terminations — 9.6 — Amortization of net loss (0.1 ) (0.3 ) (0.1 ) Net periodic pension benefit $ 3.2 $ 8.4 $ 1.5 Total actuarial gains and losses recognized in Accumulated other comprehensive loss were as follows (in millions): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Cumulative actuarial (losses) gains at beginning of year $ (6.4 ) $ (10.8 ) $ 0.5 Actuarial gains (losses) recognized during the period, net of tax 1 1.8 3.3 (12.7 ) Amortization of net loss 0.1 0.3 0.1 Curtailments, settlements and terminations — 2.1 — Foreign exchange movement 1.1 (1.3 ) 1.3 Cumulative actuarial losses at end of year $ (3.4 ) $ (6.4 ) $ (10.8 ) (1) Actuarial (losses) gains recognized are reported net of tax benefit (expense) of $0.6 million , $(1.1) million and $2.6 million for the years ended December 31, 2018 , 2017 and 2016 respectively. For the year ended December 31, 2017 , the Company reclassified losses of $2.1 million out of Accumulated other comprehensive income in relation to the settlement of the Netherlands pension plan. The Company anticipates that $0.1 million of the net actuarial loss in Accumulated other comprehensive loss will be recognized as a component of net periodic pension cost in 2019 . The expected rate of return on plan assets has been calculated by taking a weighted average of the expected return on assets, weighted by the actual asset allocation at each reporting period. The Company uses investment services to assist with determining the overall expected rate of return on pension plan assets. Factors considered in this determination include historical long-term investment performance and estimates of future long-term returns by asset class. The discount rate is determined using a cash flow matching method and a yield curve which is based on AA corporate bonds with extrapolation beyond 30 years in line with a gilt yield curve to 50 years. For beyond 50 years, due to absence of data, flat forward rates are assumed. Principal actuarial assumptions Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Discount rate 2.9% 2.4% 2.5% Expected return on plan assets 4.2% 4.3% 3.8% The Company evaluates these assumptions on a regular basis taking into consideration current market conditions and historical market data. A lower discount rate would increase the present value of the benefit obligation. Other changes in actuarial assumptions, such as plan participants’ life expectancy, can also have a material impact on the net benefit obligation. Major categories of plan assets: As of December 31, 2018 As of December 31, 2017 Equity instruments 43% 55% Debt, cash and other instruments 57% 45% 100% 100% As of December 31, 2018 and 2017 , plan assets of $188.2 million and $213.6 million were held within instruments whose fair values can be readily determinable, but do not have regular active market pricing (Level 2). Assets include marketable equity securities in both UK and U.S. companies, including U.S. and non-U.S. equity funds. Debt securities consist of mainly fixed income bonds, such as corporate or government bonds. For certain funds, the assets are valued using bid-market valuations provided by the funds’ investment managers. The plans do not invest directly in property occupied by the Company or in financial securities issued by the Company. The investment strategies are set by the independent trustees of the plans and are established to achieve a reasonable balance between risk and return and to cover administrative expenses, as well as to maintain funds at a level to meet any applicable minimum funding requirements. The actual asset allocations as of December 31, 2018 and 2017 approximate each plan’s target asset allocation percentages and are consistent with the objectives of the trustees, particularly in relation to diversification, risk, expected return and liquidity. Expected future benefit payments for the defined benefit pension plans are as follows (in millions): Year Ending 2019 $ 6.5 2020 6.7 2021 6.6 2022 6.8 2023 7.5 From 2024 to 2028 39.7 Other employee liabilities In conjunction with the acquisition of CT on December 31, 2014, an additional payment of $179.8 million was to be made on December 31, 2018 the fourth anniversary of the closing and which was tied to continuing employment. The additional payment was recognized as compensation expense over four years until payment. As of the acquisition date, selling shareholders were given the option to receive the additional payment in the form of the Company’s shares or cash. We settled $128.7 million in cash and 7.4 million shares in lieu of cash, refer to Note 13: Stock-based Payments for details. The accrued value of the cash-settled portion was $105.6 million as of December 31, 2017 , and included in Other current liabilities in the consolidated balance sheets. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 11: Restructuring As a result of integration activities surrounding the C&W Group merger, the Company recognized restructuring charges of $0.9 million , $28.5 million and $29.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Charges primarily consisted of severance and employment-related costs due to reductions in headcount, along with lease exit costs and contract termination. Credits related to changes in estimates to previously reported accruals. Charges for these restructuring actions were recorded in accordance with FASB guidance on employers’ accounting for post-employment benefits and guidance on accounting for costs associated with exit or disposal activities, as appropriate. All charges were classified as Restructuring, impairment and related charges in the consolidated statements of operations. The following table details the Company’s severance and other restructuring accrual activity (in millions): Severance Pay and Benefits Contract Termination and Other Costs Total Balance as of January 1, 2016 $ 32.8 $ 2.5 $ 35.3 Restructuring Charges 18.5 11.0 29.5 Payments and other (1) (28.8 ) (7.5 ) (36.3 ) Balance as of December 31, 2016 22.5 6.0 28.5 Restructuring Charges 12.0 16.5 28.5 Payments and other (1) (8.2 ) (11.4 ) (19.6 ) Balance as of December 31, 2017 26.3 11.1 37.4 Restructuring (credits) charges (5.5 ) 6.4 0.9 Payments and other (1) (18.2 ) (7.4 ) (25.6 ) Balance as of December 31, 2018 $ 2.6 $ 10.1 $ 12.7 (1) Other consists of changes in the liability balance due to foreign currency translation. Of the total ending balance as of December 31, 2018 and December 31, 2017 , $6.5 million and $6.2 million , and $30.1 million and $7.3 million were recorded as Other current liabilities and Other non-current liabilities, respectively, within the consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12: Income Taxes The significant components of loss before income taxes and the income tax provision from continuing operations are as follows (in millions): Year Ended Year Ended Year Ended United States $ (65.6 ) $ (231.4 ) $ (280.3 ) Other countries (145.2 ) (110.4 ) (178.6 ) Loss before income tax $ (210.8 ) $ (341.8 ) $ (458.9 ) Year Ended Year Ended Year Ended United States federal: Current $ (3.2 ) $ 1.4 $ (4.9 ) Deferred (47.8 ) (180.4 ) (46.1 ) Total United States federal income taxes (51.0 ) (179.0 ) (51.0 ) United States state and local: Current (0.2 ) 17.1 2.4 Deferred (1.1 ) 4.6 (4.7 ) Total United States state and local income taxes (1.3 ) 21.7 (2.3 ) All other countries: Current 37.1 44.4 41.5 Deferred (9.8 ) (7.6 ) (12.5 ) Total all other countries income taxes 27.3 36.8 29.0 Total income tax benefit $ (25.0 ) $ (120.5 ) $ (24.3 ) Differences between income tax expense reported for financial reporting purposes and tax expense computed based upon the application of the United States federal tax rate to the reported loss before income taxes are as follows (in millions): Year Ended Year Ended Year Ended Reconciliation of effective tax rate Loss before income taxes $ (210.8 ) $ (341.8 ) $ (458.9 ) Taxes at the statutory rate (44.9 ) (119.7 ) (160.6 ) Adjusted for: State taxes, net of the federal benefit (1.2 ) 8.7 1.5 Other permanent adjustments 11.3 (5.3 ) 0.1 Foreign tax rate differential 0.5 13.3 22.1 Change in valuation allowance 41.1 30.5 79.5 Impact of repatriation (0.7 ) 7.7 19.8 Uncertain tax positions 0.7 11.3 5.2 Transfer pricing — (13.1 ) — Other, net (2.6 ) 7.0 8.1 Impact of US tax reform (29.2 ) — (60.9 ) — Income tax benefit $ (25.0 ) $ (120.5 ) $ (24.3 ) The tax effect of temporary differences that gave rise to deferred tax assets and liabilities are as follows (in millions): As of December 31, 2018 As of December 31, 2017 Deferred tax assets Liabilities $ 107.8 $ 69.4 Deferred expenditures 73.6 36.8 Employee benefits 45.5 66.9 Tax losses / credits 199.2 259.7 Intangible assets 18.5 20.1 Other 10.8 7.6 455.4 460.5 Less: valuation allowance (206.6 ) (223.3 ) Total deferred tax assets $ 248.8 $ 237.2 Deferred tax liabilities Property, plant and equipment $ (25.2 ) $ (17.4 ) Intangible assets (259.7 ) (285.9 ) Income recognition (16.3 ) — Other — (24.8 ) Total deferred tax liabilities (301.2 ) (328.1 ) Total net deferred tax liabilities $ (52.4 ) $ (90.9 ) Valuation allowances of $206.6 million and $223.3 million were recorded at December 31, 2018 and 2017 , respectively, as it was determined that it was more likely than not that certain deferred tax assets would not be realized. These valuation allowances relate to tax loss carryforwards, other tax attributes and temporary differences that are available to reduce future tax liabilities. The total amount of gross unrecognized tax benefits was $23.5 million and $26.3 million at December 31, 2018 and 2017 , respectively. It is reasonably possible that unrecognized tax benefits could change by approximately $20.2 million during the next twelve months. Accrued interest and penalties related to uncertain tax positions are included in the tax provision. The Company accrued interest and penalties of $10.1 million and $10.5 million as of December 31, 2018 and 2017 , respectively, net of federal and state income tax benefits as applicable. The provision for income taxes includes expense for interest and penalties of $1.2 million , $2.5 million and $8.1 million in 2018 , 2017 and 2016 respectively, net of federal and state income tax benefits as applicable. Changes in the Company’s unrecognized tax benefits are (in millions): Year Ended Year Ended Year Ended Beginning of year $ 26.3 $ 21.1 $ 17.8 Increases from prior period tax positions 1.3 7.6 9.0 Decreases from prior period tax positions (3.0 ) (0.7 ) (8.5 ) Decreases from statute of limitations expirations — — (0.2 ) Increases from current period tax positions 0.2 4.4 4.9 Decreases relating to settlements with taxing authorities (1.3 ) (6.1 ) (1.9 ) End of year $ 23.5 $ 26.3 $ 21.1 The Company is subject to income taxation in various U.S. states and foreign jurisdictions. Generally, the Company’s open tax years include those from 2005 to the present, although audits by taxing authorities for more recent years have been completed or are in process in a number of jurisdictions. As of December 31, 2018 , the Company is under examination in the U.S., Australia, Belgium, Philippines and India . On December 22, 2017, H.R. 1, the Tax Act was enacted. The Tax Act significantly revised the U.S. corporate income tax regime by, among other things, (i) lowering the U.S. corporate rate from 35% to 21% effective January 1, 2018, (ii) implementing a new tax system on non-U.S. earnings and imposing a one-time repatriation tax ("transition tax") on earnings of foreign subsidiaries not previously taxed in the U.S. payable over an eight-year period, (iii) limitations on the deductibility of interest expense and executive compensation, (iv) creation of a new minimum tax otherwise known as the Base Erosion Anti-Abuse Tax ("BEAT") and (v) a requirement that certain income such as Global Intangible Low-Taxed Income ("GILTI") earned by foreign subsidiaries be included in U.S. taxable income. U.S. GAAP requires the impact of tax legislation to be recognized in the period in which the law was enacted. In December 2017, the Securities and Exchange Commission ("SEC") staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company has completed its analysis of the impacts of the Tax Act and the SAB 118 measurement period ended on December 22, 2018. Final adjustments were recorded in the three months ending December 31, 2018 will be included in the statement of operations as an adjustment to the tax provision. As a result of additional information and analysis during 2018, the net benefit as of December 31, 2018 is $89.3 million , an increase of $28.4 million from December 31, 2017. The increased benefit is primarily due to a change to the transition tax and an increased foreign tax credit utilization. Amounts were recorded in Benefit from income taxes in the consolidated statement of operations. Because of the complexity of the new GILTI tax rules, the Company continues to evaluate this provision of the Tax Act and the application of ASC 740, Income Taxes . Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company has analyzed its structure and, as a result, has determined the effect of this provision of the Tax Act to be $6.4 million of expense in 2018. The Company has elected to treat taxes due on U.S. inclusions in taxable income related to GILTI under the period cost method . The Company has determined it is not subject to BEAT in 2018. In 2017 the European Commission (“EC”) announced it opened a formal State aid investigation into the group financing exemption contained within the UK controlled foreign corporation ("UK CFC") rules. The role of the European Union (“EU”) State aid control is to ensure EU Member States do not give certain companies a better tax treatment than others and the EU State aid control believes that this UK CFC exemption may amount to such a selective advantage. If the EC is successful, the UK would be ordered to recoup from companies the tax benefits derived from the exemption. The Company has relied on this exemption from the UK CFC rules and any perceived benefit through December 31, 2018 is approximately $32.5 million . The Company ultimately does not believe the EC will prevail in its argument and a reserve has not been provided at this time. As of December 31, 2018 , and 2017 , the Company has accumulated $2.8 billion and $2.3 billion of undistributed foreign earnings. These earnings do not meet the indefinite reinvestment criteria because the Company does not intend to permanently reinvest such earnings. The deferred tax liability of $4.8 million as of December 31, 2018 relates to income taxes and withholding taxes on potential future distributions of cash balances in excess of working capital requirements. As of December 31, 2018 , and 2017 , the Company had available operating loss carryovers of $191.0 million and $231.0 million , respectively, which will begin to expire in 2019, and a foreign tax credit carryover of $8.2 million and $28.7 million , respectively. The Company also had a U.S. interest expense disallowance carryforward of $54.1 million and $19.7 million as of December 31, 2018 and 2017, respectively, which has an indefinite carryforward. The change in deferred tax balances for operating loss carryovers from 2017 to 2018 includes increases from current year losses and decreases from current year utilization. The jurisdictional location of the operating loss carryover is broken out as follows: As of Range of expiration dates United States $ 68.0 2019 - Indefinite All other countries 123.0 2019 - Indefinite Total $ 191.0 Valuation allowances have been provided with regard to the tax benefit of certain net operating loss and tax credit carryovers, for which it has been concluded that it is more likely than not that the deferred tax asset will not be realized. Management assesses the positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over a three-year period ended December 31, 2018 . Such objective evidence limits the ability to consider other subjective evidence, such as the Company's projections for future growth. On the basis of this evaluation, valuation allowances were decreased in 2018 by $16.7 million overall, primarily due to a $29.4 million valuation allowance release in the U.S. and release of valuation allowances against Germany and Luxembourg net operating losses in the amount of $27.6 million . These decreases in valuation allowance were partially offset by valuation allowance increases, primarily due to an increase in UK valuation allowances in the amount of $49.6 million . The amount of the deferred tax asset, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company's projections for growth. |
Stock-based Payments
Stock-based Payments | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Payments | Note 13: Stock-based Payments In May 2015, the Company adopted the MEIP, which authorized an unspecified number of equity awards for the Company’s ordinary shares to be granted to certain senior executives and management. The Company also issues individual grants of share-based compensation awards, subject to board approval, for purposes of recruiting and as part of its overall compensation strategy. The Company has granted both stock options and Restricted Stock Units (“RSUs”). On August 6, 2018, the Company adopted the 2018 Omnibus Management Share and Cash Incentive Plan (the “Management Plan”) and the 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (the “Director Plan,” and together with the Management Plan, the “2018 Omnibus Plans”). Stock Options The Company has granted time-based options and performance-based options. Both time-based and performance-based options expire ten years from the date of grant and are classified as equity awards. Time-Based Options Time-based options vest over the requisite service period, which is generally two to five years. The compensation cost related to time-based options is recognized over the requisite service period using the straight-line vesting method. In accordance with ASU 2016-09, the Company will no longer estimate forfeitures, but instead record actual forfeiture activity as it occurs. The fair value of time-based options granted during 2018 , 2017 and 2016 was $6.13 , $5.02 and $4.81 per option, respectively. As there were multiple option grants during each period, assumptions below are calculated using a weighted average based on total shares issued. Fair value of time-based options was determined using the Black-Scholes model using the following assumptions: 2018 2017 2016 Exercise price $ 17.00 $ 17.00 $ 12.29 Expected option life 6.4 years 5.5 years 6.3 years Risk-free interest rate 2.8 % 2.3 % 1.8 % Historical volatility rate 29.0 % 26.9 % 31.9 % Dividend yield — % — % — % The weighted average exercise prices of the time-based options granted during 2018 , 2017 and 2016 , respectively, are $17.00 , $17.00 and $12.29 , which approximates the fair value of an ordinary share on the grant date. Because the Company has limited historic exercise behavior, the simplified method was used to determine the expected option life, which is calculated by averaging the contractual term and the vesting period. The risk-free interest rate is based on zero-coupon risk-free rates with a term equal to the expected option life. The historical volatility rate is based on the average historical volatility of a peer group over a period equal to the expected option life. The dividend yield is 0% as the Company has not paid any dividends nor does it plan to pay dividends in the near future. In December 2017, the Company provided the ability for certain individuals to convert a specified number of performance-based options to time-based options which will vest over the course of the next two years, with the first tranche vesting as of the grant date. In total, 1.3 million options were modified as part of this arrangement. Per ASC 718, the Company recorded incremental expense of $3.7 million during the year ended December 31, 2017 for the modified shares. As the performance condition of the modified options was not considered probable, no expense had been recorded to date prior to the modification. The tables below summarize the Company’s outstanding time-based stock options (in millions, except for per share amounts): Time-Based Options Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2015 1.6 $ 10.00 9.4 $ 3.3 Granted 0.6 12.29 Forfeited 0.0 12.00 Outstanding as of December 31, 2016 2.2 $ 10.65 8.6 $ 14.2 Granted 0.1 17.00 Granted through modification 1.3 11.06 Exercised 0.0 12.00 Forfeited (0.1 ) 11.79 Outstanding as of December 31, 2017 3.5 $ 10.88 8.5 $ 13.8 Granted 0.2 17.00 Exercised (0.3 ) 10.19 Forfeited (0.1 ) 12.58 Outstanding as of December 31, 2018 3.3 $ 11.23 6.8 $ 11.8 Exercisable as of December 31, 2018 1.9 $ 10.35 6.6 $ 7.6 Total recognized compensation cost related to these stock option awards was $6.0 million , $5.7 million and $1.9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. At December 31, 2018 , the total unrecognized compensation cost related to non-vested time-based option awards was $6.5 million , which is expected to be recognized over a weighted-average period of approximately 1.2 years. Performance-Based Options Vesting of the performance-based options is triggered by both a performance condition (a change in control or a liquidity event as defined in the award agreement) and a market condition (attainment of specified returns on capital invested by the majority stockholder). Vesting may be accelerated if certain return levels are achieved within defined time frames. In November 2018, all outstanding options were modified to include an additional market condition connected to the Company's share price, as return levels are achievable. The fair value of performance-based options granted during 2018 , 2017 and 2016 was $1.25 , $2.23 and $1.42 option, respectively. As the performance-based options contain a market condition, the Company has determined the fair value of these options using a Monte Carlo simulation model, which used the following assumptions: 2018 2017 2016 Exercise price $ 17.00 $ 17.00 $ 12.30 Expected term (in years) (1) 1.1 years 1.2 years 1.9 years Risk-free interest rate (2) 1.9% to 2.0% 0.4% to 1.5% 0.4% to 1.5% Historical volatility rate 22.3% to 27.1% 25.4% to 29.0% 25.4% to 29.0% Dividend yield — % — % — % (1) The expected term is an average expected term. The expected term assumption is based on an expected liquidity date probability distribution over the course of the next one to two years. (2) The rate used for the awards granted in 2018 , 2017 and 2016 is based on zero-coupon risk-free rates with a term equal to the expected term. The resulting rates range from 0.4% to 2.0% . The Company considered achievement of the newly added share-price based market condition to be probable. The weighted average fair value of the awards as a result of the modification was $9.13 . As such the Company began recognizing expense for all such options as of the modification date. The expense for the modified awards was recognized over the period in which the Company expected the new market condition to be obtained, which the Company determined to be one year. The tables below summarize the Company’s outstanding performance-based stock options (in millions, except for per share amounts): Performance-Based Options Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2015 2.4 $ 10.00 9.4 $ 4.7 Granted 1.2 12.30 Forfeited 0.0 12.00 Outstanding as of December 31, 2016 3.6 $ 10.90 8.6 $ 22.2 Granted 0.1 17.00 Modified (1) (1.3 ) 11.06 Forfeited (0.8 ) 10.50 Outstanding as of December 31, 2017 1.6 $ 11.23 7.8 $ 9.5 Granted 0.1 17.00 Forfeited (0.2 ) 11.98 Outstanding as of December 31, 2018 (2) 1.5 $ 11.48 6.9 $ 4.5 Exercisable as of December 31, 2018, 2017 and 2016 — $ — — $ — (1) As discussed above, 1.3 million shares were converted to time-based options during December 2017. (2) During 2018, the Company modified all outstanding performance-based options to include an additional market-based condition. Total recognized compensation cost related to these stock option awards was $1.4 million for year ended December 31, 2018 . At December 31, 2018 , the total unrecognized compensation cost related to non-vested performance-based option awards was $12.4 million , which will be recognized over the course of the next year. Restricted Stock Units Co-Investment RSUs In 2018 , 2017 and 2016 , the Company offered certain management employees two options to purchase or otherwise acquire shares. Management may purchase shares with cash, or they may elect to receive RSUs in lieu of all or a portion of their targeted cash bonus under the target Annual Incentive Plan (“AIP”). Participants choosing to receive RSUs under the AIP were granted a fixed number of RSUs based upon the fair value of an equity share at the grant date. 50% of the RSUs will vest on the annual AIP payment date in March of the following year, and the remaining 50% will vest one year later. If an individual’s actual bonus does not meet the total level of RSUs elected, any shortfall of shares will be forfeited. The Company recognizes compensation cost over the requisite service period using the straight-line vesting method. Since the co-investment RSUs are classified as equity awards, the fair value of the RSUs is the fair value of a limited liability share at the grant date. There are no vesting terms for shares purchased with cash, and as such, these awards are not considered compensation and are accounted for as an equity issuance. Time-Based and Performance-Based RSUs The Company may award certain individuals with RSUs. Time-based RSUs contain only a service condition, and the related compensation cost is recognized over the requisite service period of between two years and five years using the straight-line vesting method. The Company has determined the fair value of time-based RSUs as the fair value of an ordinary share on the grant date. For any shares granted to non-employees, the expense is adjusted for any changes in fair value at the end of each reporting period under the guidance in ASC 505-50. As of December 31, 2018 , the Company does not have any outstanding share awards that are liability classified as all shares granted have been determined to be equity instruments and are recorded into equity based on the straight-line vesting method noted above. Performance-based RSUs ("PBRSUs") vest upon the achievement of a performance condition (change of control or liquidity event as defined in the award agreements) and a market condition (specified return upon the completion of a change of control or liquidity event). As the PBRSUs contain a market condition, the fair value of PBRSUs at the grant date is determined using a Monte Carlo simulation using the assumptions described above. In November 2018, the majority of outstanding PBRSUs were modified to include an additional market condition connected to the Company's share price. The Company considered achievement of the newly added share-price based market condition to be probable. Based on this fact pattern, the Company began recognizing expense for all such awards as of the modification date. The weighted average fair value of PBRSUs granted during the year ended December 31, 2018 ranged from $2.00 per award to $3.68 per award. The Company considered achievement of the newly added share-price based market condition to be probable. As such the Company began recognizing expense for all such options as of the modification date. The expense for the modified awards will be fully recognized as of the modification date as the modification also removed any future service condition from the awards. The following table summarizes the Company’s outstanding RSUs (in millions, except for per share amounts): Co-Investment RSUs Time-Based RSUs Performance-Based RSUs Number of RSUs Weighted Average Fair Value per Share Number of RSUs Weighted Average Fair Value per Share Number of RSUs Weighted Average Fair Value per Share Unvested as of December 31, 2015 0.5 $ 10.00 1.2 $ 11.40 2.5 $ 1.50 Granted (1) 0.3 12.29 7.1 13.60 — — Vested — — (0.7 ) 12.00 — — Forfeited 0.0 12.00 — 12.00 — — Unvested as of December 31, 2016 0.8 $ 10.90 7.6 $ 13.36 2.5 $ 1.50 Granted 0.1 17.00 0.5 17.00 — — Vested (0.1 ) 12.00 (0.9 ) 11.81 — — Forfeited (0.1 ) 12.00 (0.2 ) 12.16 — — Unvested as of December 31, 2017 0.7 $ 11.28 7.0 $ 13.48 2.5 $ 1.50 Granted 0.1 17.00 0.7 17.09 0.2 3.18 Granted through modification — — 1.8 18.08 0.9 17.29 Vested (0.1) 10.32 (1.6 ) 14.63 (0.2 ) 17.29 Modified — — — — (2.7 ) 1.56 Forfeited (0.1) 11.77 (0.1 ) 13.44 — — Unvested as of December 31, 2018 0.6 $ 11.50 7.8 $ 14.63 0.7 $ 15.94 (1) In November 2016, 1.8 million shares granted were liability classified. The following table summarizes the Company's compensation expense related to RSUs (in millions): Year Ended December 31, Unrecognized at December 31, 2018 2018 2017 2016 Time-Based RSUs $ 43.8 $ 20.0 $ 18.2 $ 66.0 Co-Investment RSUs 0.6 1.5 2.2 0.5 Performance-Based RSUs 15.4 — — 0.3 Equity classified compensation cost $ 59.8 21.5 $ 20.4 $ 66.8 Liability classified compensation cost (1) 4.9 8.1 1.8 — Total RSU stock-based compensation cost 64.7 $ 29.6 $ 22.2 $ 66.8 (1) In the third quarter of 2018, all liability classified awards were reclassified to equity, due to certain contingencies being lifted. Cassidy Turley - Deferred Payment Obligation The following table summarizes the Company's expense related to the DPO for those who elected to receive their consideration in shares (in millions): Year Ended December 31, 2018 2017 2016 Employees $ 9.9 $ 9.5 $ 10.8 Non-employees 3.6 13.7 15.3 Total DPO expense $ 13.5 $ 23.2 $ 26.1 The expense for non-employees is adjusted for changes in value of the Company's share price each reporting period. During 2016, the fair value of a share increased from $12.00 per share to $17.00 per share. Following the IPO, all non-employee shares were adjusted. At December 31, 2018 , the service condition related to these shares was met and 7.4 million shares vested and settled into equity. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14: Commitments and Contingencies Lease commitments and purchase obligations The Company has entered into commercial operating leases on certain office premises and motor vehicles. There are no financial restrictions placed upon the Company by entering into these leases. Total net rent expense was $136.0 million , $145.7 million and $138.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. These amounts are net of sublease income of $13.2 million , $12.7 million and $13.9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Additionally, the Company has entered into capital leases as a means of funding the acquisition of furniture and equipment and acquiring access to property and vehicles. Rental payments are generally fixed, with no special terms or conditions. Long-term debt is comprised of the 2018 First Lien Loan. The details of the 2018 Credit Agreement is discussed in Note 9: Long-term Debt and Other Borrowings . As of December 31, 2018 , the obligations described above as well as the aggregate maturities of long-term debt are as summarized below (in millions): Operating Leases Capital Leases Long-term Debt Total 2019 $ 152.9 $ 9.3 $ 27.1 $ 189.3 2020 139.3 6.4 27.2 172.9 2021 112.8 2.3 27.0 142.1 2022 96.3 0.4 27.0 123.7 2023 80.4 — 27.0 107.4 Thereafter 210.2 — 2,558.3 2,768.5 Totals $ 791.9 $ 18.4 $ 2,693.6 $ 3,503.9 Future minimum lease payments are net of total sub-lease rental income of $58.9 million . Capital lease obligations are shown net of $1.1 million of interest charges. Refer to Note 16: Fair Value Measurements and Note 10: Employee Benefits for further information on obligations related to earn-out liabilities and projected payments associated with post-retirement benefit plans. Guarantees The Company’s guarantees primarily relate to requirements under certain client service contracts and have arisen through the normal course of business. These guarantees, with certain financial institutions, have both open and closed-ended terms; with remaining closed-ended terms up to 10 years and maximum potential future payments of approximately $36.7 million in the aggregate, with none of these guarantees being individually material to the Company’s operating results, financial position or liquidity. The Company’s current expectation is that future payment or performance related to non-performance under these guarantees is considered remote. Contingencies In the normal course of business, the Company is subject to various claims and litigation. Many of these claims are covered under the Company’s current insurance programs, subject to self-insurance levels and deductibles. The Company is also subject to threatened or pending legal actions arising from activities of contractors. Such liabilities include the potential costs to settle litigation. A liability is recorded for the potential costs of carrying out further works based on known claims and previous claims history, and for losses from litigation that are probable and estimable. A liability is also recorded for the Company’s incurred but not reported ("IBNR") claims, based on assessment using prior claims history. Claims liabilities are presented as Other current liabilities and Other non-current liabilities in the consolidated balance sheets. As of December 31, 2018 and 2017 , contingent liabilities recorded within Other current liabilities were $69.5 million and $88.5 million , respectively, and contingent liabilities recorded within Other non-current liabilities were $23.4 million and $29.4 million , respectively. These contingent liabilities are made up of errors and omissions ("E&O") claims, workers’ compensation insurance liabilities and other claims and contingent liabilities. At December 31, 2018 and 2017 , E&O and other claims were $32.8 million and $54.1 million , respectively, and workers’ compensation liabilities were $60.1 million and $63.8 million , respectively, included within Other current liabilities and Other non-current liabilities in the consolidated balance sheets. The ultimate settlement of these matters may result in payments materially in excess of the amounts recorded due to their contingent nature and inherent uncertainties of settlement proceedings. For a portion of these liabilities, the Company had indemnification assets as of December 31, 2017 , totaling $18.2 million . The indemnification periods for all related agreements ended before December 31, 2017 and were settled during the third quarter of 2018, which resulted in a cash payout of $5.4 million in the fourth quarter of 2018. The Company had insurance recoverable balances as of December 31, 2018 and December 31, 2017 totaling $3.9 million and $17.6 million . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15: Related Party Transactions TPG Capital, L.P. (“TPG”) and PAG Asia Capital Limited (“PAG”) previously provided management and transaction advisory services to the Company pursuant to a management services agreement. Transaction advisory fees related to integration and financing activities were $1.1 million , $0.9 million and $0.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Additionally, prior to its IPO the Company paid an annual fee of $4.3 million , payable quarterly, for management advisory services. In conjunction with the Company’s IPO, the management services agreement governing these payments was terminated and resulted in a termination fee of $11.9 million recorded in Operating, administrative and other in the consolidated statement of operations for the year ended December 31, 2018 . Transactions with equity accounted investees Aggregate amounts included in the determination of income before income taxes that resulted from transactions with equity accounted investees were as follows (in millions): Year Ended December 31, 2018 2017 2016 Sales $ 0.4 $ 0.5 $ 1.2 Purchases 0.7 0.1 0.8 As of December 31, 2018 and 2017 , the Company had no material receivables or payables with equity accounted investees. Receivables from affiliates As of December 31, 2018 and 2017 , the Company had receivables from affiliates of $31.7 million and $34.1 million and $214.3 million and $232.8 million that are included in Prepaid expenses and other current assets and Other non-current assets, respectively, in the consolidated balance sheets. These amounts primarily represent prepaid commissions, retention and sign-on bonuses to brokers and other items such as travel and other advances to employees. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 16: Fair Value Measurements The Company measures certain assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), 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, ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and • Level 3: inputs for the asset or liability that are based on unobservable inputs in which there is little or no market data. There were no significant transfers in or out of Level 1 and Level 2 during the years ended December 31, 2018 and 2017 . There have been no significant changes to the valuation techniques and inputs used to develop the recurring fair value measurements from those disclosed in the Company's consolidated financial statements for the year ended December 31, 2017 . Financial Instruments The Company's financial instruments include cash and cash equivalents, trade and other receivables, deferred purchase price receivable ("DPP"), restricted cash, accounts payable and accrued expenses, short-term borrowings, long-term debt, interest rate swaps and foreign exchange contracts. The carrying amount of cash and cash equivalents approximates the fair value of these instruments. Certain money market funds in which the Company has invested are highly liquid and considered cash equivalents. These funds are valued at the per unit rate published as the basis for current transactions. The estimated fair value of external debt was $2.6 billion and $2.8 billion as of December 31, 2018 and December 31, 2017 , respectively. These instruments were valued using dealer quotes that are classified as Level 2 inputs in the fair value hierarchy. The gross carrying value of the debt was $2.7 billion and $2.9 billion as of December 31, 2018 and 2017 , respectively, which excludes debt issuance costs. See Note 9: Long-term Debt and Other Borrowings for additional information. The estimated fair values of interest rate swaps and foreign currency forward contracts are determined based on the expected cash flows of each derivative. The valuation method reflects the contractual period and uses observable market-based inputs, including interest rate and foreign currency forward curves. Recurring Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2018 and 2017 (in millions): As of December 31, 2018 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 173.5 $ 173.5 $ — $ — Deferred compensation plan assets 48.8 48.8 — — Foreign currency forward contracts 0.5 — 0.5 — Deferred purchase price receivable 140.1 — — 140.1 Total $ 362.9 $ 222.3 $ 0.5 $ 140.1 Liabilities Deferred compensation plan liabilities $ 47.7 $ 47.7 $ — $ — Foreign currency forward contracts 0.8 — 0.8 — Interest rate swap agreements 25.1 — 25.1 — Earn-out liabilities 38.3 — — 38.3 Total $ 111.9 $ 47.7 $ 25.9 $ 38.3 As of December 31, 2017 Total Level 1 Level 2 Level 3 Assets Deferred compensation plan assets $ 59.7 $ 59.7 $ — $ — Foreign currency forward contracts 0.8 — 0.8 — Cross-currency interest rate swaps 7.1 — 7.1 — Interest rate cap agreements 8.9 — 8.9 — Interest rate swap agreements 0.5 — 0.5 — Deferred purchase price receivable 41.9 — — 41.9 Total $ 118.9 $ 59.7 $ 17.3 $ 41.9 Liabilities Deferred compensation plan liabilities $ 59.6 $ 59.6 $ — $ — Foreign currency forward contracts 2.2 — 2.2 — Cross-currency interest rate swaps 0.4 — 0.4 — Foreign currency net investment hedges 0.7 — 0.7 — Earn-out liabilities 51.3 — — 51.3 Total $ 114.2 $ 59.6 $ 3.3 $ 51.3 Deferred Compensation Plans The Company provides a deferred compensation plan to certain U.S. employees whereby a portion of employee compensation is held in trust, enabling the employees to defer tax on compensation until payment is made to them from the trust. The employee is at risk for any investment fluctuations of the funds held in trust. The fair value of assets and liabilities are based on the value of the underlying investments using quoted prices in active markets at period end. In the event of insolvency of the entity, the trust’s assets are available to all general creditors of the entity. Deferred compensation plan assets are presented within Prepaid expenses and other current assets and Other non-current assets in the consolidated balance sheets. Deferred compensation liabilities are presented within Accrued compensation and Other non-current liabilities in the consolidated balance sheets. Foreign Currency Forward Contracts and Net Investment Hedges, and Interest Rate Swaps and Cap Agreements Refer to Note 8: Derivative Financial Instruments and Hedging Activities for discussion of the fair value associated with these derivative assets and liabilities. Deferred Purchase Price Receivable The Company recorded a DPP under its A/R Securitization upon the initial sale of trade receivables. The DPP represents the difference between the fair value of the trade receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is subsequently remeasured each reporting period in order to account for activity during the period, such as the seller’s interest in any newly transferred receivables, collections on previously transferred receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying receivables are short-term and of high credit quality. The DPP is included in Other non-current assets in the consolidated balance sheets and is valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flows. Refer to Note 17: Accounts Receivable Securitization for more information. Earn-out Liabilities The Company has various contractual obligations associated with the acquisition of several real estate service companies in the United States, Australia, Canada and Europe that were completed during the years ended December 31, 2018 and 2017 . These acquisitions included contingent consideration, comprised of earn-out payments to the sellers subject to achievement of certain performance criteria in accordance with the terms and conditions set forth in the purchase agreements. An increase to a probability of achievement would result in a higher fair value measurement. These amounts disclosed above are included in Other current and other long-term liabilities within the consolidated balance sheets. As of December 31, 2018 , the Company had the potential to make a maximum of $48.6 million and a minimum of $0.0 million (undiscounted) in earn out payments. Assuming the achievement of the applicable performance criteria, these earn-out payments will be made over the next four years. Earn-out liabilities are classified within Level 3 in the fair value hierarchy because the methodology used to develop the estimated fair value includes significant unobservable inputs reflecting management’s own assumptions. The fair value of earn-out liabilities is based on the present value of probability-weighted expected return method related to the earn-out performance criteria on each reporting date. The probabilities of achievement assigned to the performance criteria are determined based on due diligence performed at the time of acquisition as well as actual performance achieved subsequent to acquisition. Adjustments to the earn-out liabilities in periods subsequent to the completion of acquisitions are reflected within Operating, administrative and other in the consolidated statements of operations. The table below presents a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions): Earn-out Liabilities 2018 2017 Balance as of January 1, $ 51.3 $ 30.5 Purchases/additions 5.9 26.8 Net change in fair value and other adjustments 3.4 7.2 Payments (22.3 ) (13.2 ) Balance as of December 31, $ 38.3 $ 51.3 |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 12 Months Ended |
Dec. 31, 2018 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization | Note 17: Accounts Receivable Securitization On August 20, 2018, the Company amended the A/R Securitization that was initially entered into on March 8, 2017 to increase the investment limit from $100.0 million to $125.0 million and extended the termination date to August 20, 2021, unless extended or an earlier termination event occurs. Under the A/R Securitization, certain of the Company's wholly owned subsidiaries continuously sell (or contribute) receivables to wholly owned special purpose entities at fair market value. The special purpose entities then sell 100% of the receivables to an unaffiliated financial institution (“the Purchaser”). Although the special purpose entities are wholly owned subsidiaries of the Company, they are separate legal entities with their own separate creditors who will be entitled, upon their liquidation, to be satisfied out of their assets prior to any assets or value in such special purpose entities becoming available to their equity holders and their assets are not available to pay other creditors of the Company. As of December 31, 2018 and 2017 , the Company had $0.0 million and $85.0 million drawn on the investment limit, respectively. All transactions under the A/R Securitization are accounted for as a true sale in accordance with ASC 860, Transfers and Servicing ("Topic 860") . Following the sale and transfer of the receivables to the Purchaser, the receivables are legally isolated from the Company and its subsidiaries, and the Company sells, conveys, transfers and assigns to the Purchaser all its rights, title and interest in the receivables. Receivables sold are derecognized from the statement of financial position. The Company continues to service, administer and collect the receivables on behalf of the Purchaser, and recognizes a servicing liability in accordance with Topic 860. The Company has elected the amortization method for subsequent measurement of the servicing liability, which is assessed for impairment or increased obligation at each reporting date. As of December 31, 2018 and 2017 , the Company reported servicing liabilities of $3.4 million and $1.1 million , and $0.4 million and $1.3 million in Other current liabilities and Other non-current liabilities, respectively, on the consolidated balance sheets. For years ended December 31, 2018 and 2017 , the Company recorded servicing liability amortization of $1.1 million and $0.9 million , respectively. This program allows the Company to receive a cash payment and a DPP for sold receivables. The DPP is paid to the Company in cash on behalf of the Purchaser as the receivables are collected; however, due to the revolving nature of the A/R Securitization, cash collected from the Company’s customers is reinvested by the Purchaser daily in new receivable purchases under the A/R Securitization. For the years ended December 31, 2018 and 2017 , receivables sold under the A/R securitization were $1,143.5 million and $957.8 million , respectively, and cash collections from customers on receivables sold were $1,102.6 million and $825.0 million , respectively, all of which were reinvested in new receivables purchases and are included in cash flows from operating activities in the consolidated statement of cash flows. As of December 31, 2018 and 2017 , the outstanding principal on receivables sold under the A/R Securitization were $173.7 million and $132.8 million , respectively. Refer to Note 16: Fair Value Measurements for additional discussion on the fair value of the DPP as of December 31, 2018 and 2017 . For the years ended December 31, 2018 and 2017 , the Company recognized a loss related to receivables sold of $0.0 million and $1.2 million , respectively, that was recorded in Operating, administrative and other expenses in the consolidated statement of operations. Based on the Company’s collection history, the fair value of the receivables sold subsequent to the initial sale approximates carrying value. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 18: Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated audited consolidated balance sheets to the sum of such amounts presented in the audited consolidated statements of cash flows (in millions): Year Ended December 31, 2018 2017 2016 Cash and cash equivalents, beginning of period $ 405.6 $ 382.3 $ 530.4 Restricted cash recorded in Prepaid expenses and other current assets, beginning of period 62.3 42.5 $ 17.5 Total cash, cash equivalents and restricted cash in the statements of cash flows, beginning of period $ 467.9 $ 424.8 $ 547.9 Cash and cash equivalents, end of period $ 895.3 $ 405.6 $ 382.3 Restricted cash recorded in Prepaid expenses and other current assets, end of period 70.1 62.3 $ 42.5 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, end of period $ 965.4 $ 467.9 $ 424.8 Supplemental cash flows and non-cash investing and financing activities are as follows (in millions): Year Ended December 31, 2018 2017 2016 Cash paid for: Interest $ 184.0 $ 142.1 $ 128.2 Income taxes 50.6 36.8 36.1 Non-cash investing/financing activities: Property and equipment acquired through capital leases 7.2 14.0 2.9 Deferred and contingent payment obligation incurred through acquisitions 21.1 50.3 71.5 Equity issued in conjunction with acquisitions 0.7 1.0 3.5 Increase in beneficial interest in a securitization 13.2 41.9 — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19: Subsequent Events The Company has evaluated subsequent events through February 28, 2019 , the date on which these financial statements were issued, and has determined there are no material subsequent events to disclose, except as follows. On January 2, 2019, the Company acquired Quality Solutions, Inc. (“QSI”), one of the top U.S. facilities management firms specializing in on-demand facility maintenance and project management services for cash consideration, net of cash acquired, of $250.7 million . As of the date of issuance of this report, the Company is still in the process of determining the fair value of acquired assets and liabilities and the calculation of the associated goodwill. |
Parent Company Information
Parent Company Information | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Parent Company Information | Note 20: Parent Company Information Cushman & Wakefield plc Parent Company Information Condensed Balance Sheets As of December 31, (in millions, except per share data) 2018 2017 Assets Cash $ 10.5 $ — Accounts receivables 34.9 — Investments in subsidiaries 1,348.9 606.1 Total assets $ 1,394.3 $ 606.1 Liabilities and Equity Liabilities Trade and other payables $ 34.2 $ 1.1 Other liabilities — 105.6 Total liabilities 34.2 106.7 Equity Ordinary shares, nominal value $0.10 per share, 216.6 shares issued and outstanding at December 31, 2018 and ordinary shares nominal value $10.00 per share, 145.1 shares issued and outstanding at December 31, 2017 21.7 1,451.3 Additional paid-in-capital 2,791.2 283.8 Accumulated deficit (1,298.4 ) (1,148.5 ) Accumulated other comprehensive loss (154.4 ) (87.2 ) Total equity 1,360.1 499.4 Total liabilities and equity $ 1,394.3 $ 606.1 Parent Company Information Condensed Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, (in millions) 2018 2017 2016 Interest and other income $ 2.6 $ — $ — Interest and other expense (17.9 ) (5.8 ) (5.5 ) Loss in earnings of subsidiaries (170.5 ) (215.5 ) (428.7 ) Loss before taxes (185.8 ) (221.3 ) (434.2 ) Tax — — — Net loss attributable to the Parent Company (185.8 ) (221.3 ) (434.2 ) Other comprehensive income (loss), net of tax: — — — Other comprehensive income (loss) of subsidiaries (67.2 ) 61.3 (76.0 ) Comprehensive loss attributable to the Parent Company $ (253.0 ) $ (160.0 ) $ (510.2 ) Cushman & Wakefield plc Parent Company Information Condensed Statements of Cash Flows Year Ended December 31, (in millions) 2018 2017 2016 Cash flows from operating activities: Net loss $ (185.8 ) $ (221.3 ) $ (434.2 ) Reconciliation of net loss to net cash (used in) provided by operating activities: Loss in earnings of subsidiaries 170.5 215.5 428.7 Unrealized foreign exchange gain — — (0.2 ) Increase in trade and other receivables (128.7 ) — — Increase in trade and other payables 20.0 0.5 0.7 Increase in other liabilities 6.2 5.8 5.7 Net cash provided by (used in) operating activities (117.8 ) 0.5 0.7 Cash flows from investing activities: Investment in subsidiaries (865.5 ) (22.5 ) (33.9 ) Net cash used in investing activities (865.5 ) (22.5 ) (33.9 ) Cash flows from financing activities: Proceeds from issuance of common stock — 22.0 33.2 Proceeds from initial public offering, net of underwriting 831.4 — — Proceeds from private placement 179.5 — — Payments of initial public offering and private placement costs (17.3 ) — — Other financing activities 0.2 — — Net cash provided by financing activities 993.8 22.0 33.2 Change in cash and cash equivalents 10.5 — — Cash and cash equivalents, beginning of year — — — Cash and cash equivalents, end of year $ 10.5 $ — $ — Supplemental disclosure of non-cash activities: Accretion of deferred purchase obligation 19.7 20.8 21.8 Capital contributions to subsidiaries — 6.2 22.6 Stock-based compensation 51.4 43.3 44.5 Acquisition and disposal of non-controlling interest — 2.0 (11.4 ) Background and basis of presentation DTZ Jersey Holdings Limited (together with its subsidiaries, the “Company”) was formed on August 21, 2014, by investment funds affiliated with TPG Capital, L.P. (“TPG”), PAG Asia Capital Limited (“PAG”) and Ontario Teachers’ Pension Plan (“OTPP”) (collectively, the “Sponsors”). On November 5, 2014, DTZ Jersey Holdings Limited acquired 100% of the combined DTZ group for $1.1 billion from UGL Limited (the “DTZ Acquisition”). On September 1, 2015, the Company acquired 100% of C&W Group, Inc. (“Cushman & Wakefield” or “C&W” and also defined as the “C&W Group merger”) for $1.9 billion . On July 6, 2018, the shareholders of DTZ Jersey Holdings Limited exchanged their shares in DTZ Jersey Holdings Limited for interests in newly issued shares of Cushman & Wakefield Limited, a private limited company incorporated in England and Wales (the “Share Exchange”). On July 12, 2018, Cushman & Wakefield Limited reduced the nominal value of each ordinary share issued to $0.01 (“Capital Reduction”). On July 19, 2018, Cushman & Wakefield Limited re-registered as a public limited company organized under the laws of England and Wales (the “Re-registration”) named Cushman & Wakefield plc (the “Parent Company”) . Cushman & Wakefield plc is a holding company that conducts substantially all of its business operations through its subsidiaries. The accompanying condensed financial statements include the accounts of the Parent Company and reflect the activity of DTZ Jersey Holdings Limited though the date of the Re-registration. The investments in subsidiaries and affiliates are reported on an equity method basis. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. These parent-only financial statements should be read in conjunction with Cushman & Wakefield plc's audited Consolidated Financial Statements included elsewhere herein. The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company. The total restricted net assets as of December 31, 2018 are $1.2 billion . Dividends The ability of the Parent Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ financings agreements (see Note 9: Long-term Debt and Other Borrowings ). During the fiscal years ended December 31, 2018 , 2017 and 2016 , the Parent Company’s consolidated subsidiaries did not pay any cash dividends to the Parent Company. |
Quarterly Results of Operations
Quarterly Results of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | Cushman & Wakefield plc QUARTERLY RESULTS OF OPERATIONS (Unaudited) The tables on the following pages set forth certain consolidated statements of operations data for each of our past eight quarters. In management’s view, this information has been presented on the same basis as the audited consolidated financial statements and includes all adjustments, consisting only of normal recurring adjustments and accruals, we consider necessary for a fair presentation. The unaudited consolidated quarterly financial information includes where applicable, retrospective application of accounting standards that became effective in the first quarter of 2018. The unaudited consolidated quarterly financial information should be read in conjunction with our consolidated financial statements. The operating results for any quarter are not necessarily indicative of the results for any future period. For the Three Months Ended (in millions, except per share amounts) March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Total revenue $ 1,767.7 $ 1,974.3 $ 2,076.0 2,401.9 Operating (loss)/income (81.9 ) 30.6 20.6 43.2 Net loss (92.9 ) (33.5 ) (41.4 ) (18.0 ) Net loss per share, basic (0.64 ) (0.23 ) (0.22 ) (0.09 ) Net loss per share, diluted (0.64 ) (0.23 ) (0.22 ) (0.09 ) In the fourth quarter of 2018, the Company changed its policy for recognizing stock-based compensation expense for awards with service conditions only from the graded attribution method to the straight-line attribution method. For the three months ended March 31, 2018, June 30, 2018 and September 30, 2018, net loss and net loss per share, basic and diluted, (increased)/decreased by $(0.9) million , $(1.3) million and $7.3 million and $(0.01) , $(0.01) and $0.04 , respectively, as a result of the retrospective application of the policy. For the Three Months Ended (in millions, except per share amounts) March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Total revenue $ 1,461.3 $ 1,700.6 $ 1,709.3 $ 2,052.7 Operating (loss)/income $ (118.2 ) $ (35.6 ) $ (54.5 ) $ 37.2 Net (loss) income (117.9 ) (47.0 ) (78.6 ) 22.2 Net (loss) earnings per share, basic (0.82 ) (0.33 ) (0.55 ) 0.15 Net (loss) earnings per share, diluted (0.82 ) (0.33 ) (0.55 ) 0.14 In the fourth quarter of 2018, the Company changed its policy for recognizing stock-based compensation expense for awards with service conditions only from the graded attribution method to the straight-line attribution method. For the three months ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, net (loss)/income and net loss per share, basic and diluted, decreased/(increased) by $1.7 million , $0.4 million , $0.0 million and $(2.9) million and $0.01 , $0.00 , $0.00 and $(0.02) , respectively, as a result of the retrospective application of the policy. |
Schedule II - Valuation & Quali
Schedule II - Valuation & Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation & Qualifying Accounts | Schedule II - Valuation & Qualifying Accounts (in millions) Allowance for Doubtful Accounts Balance, December 31, 2015 $ 13.6 Charges to expense 11.9 Write-offs, payments and other 3.3 Balance, December 31, 2016 28.8 Charges to expense 3.9 Write-offs, payments and other 2.6 Balance, December 31, 2017 35.3 Charges to expense 21.7 Write-offs, payments and other (7.5 ) Balance, December 31, 2018 $ 49.5 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company maintains its accounting records on the accrual basis of accounting and its Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Consolidated Financial Statements are presented in U.S. dollars. |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries, which include voting interest entities (“VOEs”) in which the Company has determined it has a controlling financial interest in accordance with the provisions of Accounting Standards Codification ("ASC") 810, Consolidations . The equity attributable to the non-controlling interests is shown separately in the accompanying consolidated balance sheets. All significant intercompany accounts and transactions have been eliminated in consolidation. When applying principles of consolidation, management will identify whether an investee entity is a variable interest entity (“VIE”) or a VOE. For VOEs, the interest holder with control through majority ownership and majority voting rights consolidates the entity. The Company has determined that it does not have any material interests in VIEs. Entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, are accounted for using the equity method. The Consolidated Financial Statements include the Company’s share of the income and expenses and equity movements of investees accounted for under the equity method, after adjustments to align the accounting policies with those of the Company, from the date that significant influence or joint control commences until the date that significant influence ceases. When the Company’s share of losses exceeds its interest in an investee accounted for under the equity method, the carrying amount of that interest (including any long-term loans) is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Company has an obligation to make or has made payments on behalf of the investee. Investments in which the Company does not exert significant influence are accounted for at cost less any impairment in value. As of December 31, 2018 and 2017 , the Company had investments classified under the equity method of accounting of $8.7 million and $7.9 million , respectively. The Company also holds investments in privately-held companies that are classified as equity securities which are not required to be consolidated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to estimates and assumptions include, but are not limited to, the valuation of assets acquired and liabilities assumed in business combinations, including contingent consideration; the fair value of derivative instruments; the fair value of the Company’s defined benefit plan assets and obligations; the fair value of awards granted under stock-based compensation plans; valuation allowances for income taxes; self-insurance program liabilities; uncertain tax positions; probability of meeting performance conditions in share-based awards; impairment assessments related to goodwill, intangible assets and other long-lived assets and variable consideration subject to accelerated revenue recognition. Although these estimates and assumptions are based on management’s judgment and best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Estimates and underlying assumptions are evaluated on an ongoing basis and adjusted, as needed, using historical experience and other factors, including the current economic environment. Market factors, such as illiquid credit markets, volatile equity markets and foreign currency fluctuations can increase the uncertainty in such estimates and assumptions. The effects of such adjustments are reflected in the Consolidated Financial Statements in the periods in which they are determined. |
Revenue Recognition | Revenue Recognition Under current revenue recognition, revenue is recognized upon transfer of control of promised services to clients in an amount that reflects the consideration the Company expects to receive in exchange for those services. Under legacy revenue recognition, revenue is recognized when all of the following criteria is met: (1) persuasive evidence of an arrangement exists; (2) services have been rendered; (3) the amount is fixed or determinable; and (4) collectability is reasonably assured. The Company enters into contracts and earns revenue from its Property, facilities and project management, Leasing, Capital markets and Valuation and other service lines. Revenue is recognized net of any taxes collected from customers. A performance obligation is a promise in a contract to transfer a distinct service or a series of distinct services to the client and is the unit of account in Topic 606. A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct service in the contract. Nature of Services Property, facilities and project management Fees earned from the delivery of the Company’s Property, facilities and project management services are recognized over time when earned under the provisions of the related agreements and are generally based on a fixed recurring fee or a variable fee, which may be based on hours incurred, a percentage mark-up on actual costs incurred or a percentage of monthly gross receipts. The Company may also earn additional revenue based on certain qualitative and quantitative performance measures, which can be based on certain key performance indicators. This additional revenue is recognized over time when earned as the performance obligation is satisfied and the fees are not deemed probable of significant reversal in future periods. Under legacy revenue recognition, revenue is recognized when the obligation is completed, the fees are fixed and determinable and fees are deemed collectible. When accounting for reimbursements of third-party expenses incurred on a client’s behalf, the Company determines whether it is acting as a principal or an agent in the arrangement. When the Company is acting as a principal, the Company’s revenue is reported on a gross basis and comprises the entire amount billed to the client and reported cost of services includes all expenses associated with the client. When the Company is acting as an agent, the Company’s fee is reported on a net basis as revenue for reimbursed amounts is netted against the related expenses. Within Topic 606, control of the service before transfer to the customer is the focal point of the principal versus agent assessments. The Company is a principal if it controls the services before they are transferred to the client. Under legacy revenue recognition, the assessment of being the primary obligor of the service is the focal point of the principal versus agent assessments. The presentation of revenues and expenses pursuant to these arrangements under either a gross or net basis has no impact on Fee revenue, net loss or cash flows. Leasing and Capital markets The Company records commission revenue on real estate leases and sales at the point in time when the performance obligation is satisfied, which is generally upon lease execution or transaction closing. Terms and conditions of a commission agreement may include, but are not limited to, execution of a signed lease agreement and future contingencies, including tenant’s occupancy, payment of a deposit or payment of first month’s rent (or a combination thereof). The adoption of Topic 606 resulted in an acceleration of some revenues that are based, in part, on future contingent events. For the revenues related to Leasing services, the Company’s performance obligation will typically be satisfied upon execution of a lease and the portion of the commission that is contingent on a future event will likely be recognized if deemed not subject to significant reversal, based on the Company’s estimates and judgments. The acceleration of the timing of revenue recognition also results in the acceleration of expense relating to the Company’s commission expense. Under legacy revenue recognition, we defer recognition of revenue and commissions contingent on future events until the respective contingencies have been satisfied. Valuation and other services Valuation and advisory fees are earned upon completion of the service, which is generally upon delivery of a preliminary or final appraisal report. Consulting fees are recognized when earned under the provisions of the client contracts, which is generally upon completion of services. If the Company has multiple contracts with the same customer, the Company assesses whether the contracts are linked or are separate arrangements. The Company considers several factors in this assessment, including the timing of negotiation, interdependence with other contracts or elements and pricing and payment terms. The Company and its customers typically view each contract as a separate arrangement, as each service has standalone value, selling prices of the separate services exist and are negotiated independently and performance of the services is distinct. |
Cost of Services | Cost of Services Cost of services includes commission expenses, employee costs and other third-party transaction-related costs incurred directly in connection with the generation of revenue. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. |
Debt Issuance Costs, Premiums and Discounts | Debt Issuance Costs, Premiums and Discounts Debt issuance costs, premiums and discounts are amortized into Interest expense over the terms of the related loan agreements using the effective interest method. Debt issuance costs, premiums and discounts related to non-revolving debt are presented on the consolidated balance sheets as a direct deduction from the carrying value of the associated debt liability. Debt issuance costs related to revolving credit facilities are presented on the consolidated balance sheets as Other non-current assets. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the new rate is enacted. A valuation allowance is established against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized in the future. In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. The provision for income taxes comprises current and deferred income tax expense and is recognized in the consolidated statements of operations. To the extent that the income taxes are for items recognized directly in equity, the related income tax effects are recognized in equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents comprise cash balances and highly-liquid investments with original maturities of three months or less. The carrying amount of cash equivalents approximates fair value. Checks issued but not presented to banks may result in book overdraft balances for accounting purposes, which are classified within short-term borrowings and the change as a component of financing cash flows. The Company also manages certain cash and cash equivalents as an agent for its property and facilities management clients. These amounts are not included in the accompanying consolidated balance sheets. Restricted cash Included in the accompanying consolidated balance sheets within Prepaid expenses and other current assets is restricted cash of $70.1 million and $62.3 million as of December 31, 2018 and 2017 , respectively. These balances primarily consist of legally restricted deposits related to contracts entered into with others, including clients, in the normal course of business. |
Trade and Other Receivables | Trade and Other Receivables Trade and other receivables are presented on the consolidated balance sheets net of estimated uncollectable amounts. On a periodic basis, the Company evaluates its receivables and establishes an allowance for doubtful accounts based on historical experience and other currently available information. The allowance reflects the Company’s best estimate of collectability risks on outstanding receivables. Accounts Receivable Securitization Program In March 2017, the Company entered into a revolving trade accounts receivables securitization program, which it has been amended from time to time (“A/R Securitization“). The Company records the transactions as sales of receivables, derecognizes such receivables from its Consolidated Financial Statements and records a receivable for the deferred purchase price of such receivables. |
Concentration of Credit Risk | Concentration of Credit Risk Concentrations that potentially subject the Company to credit risk consist principally of trade receivables. Exposure to credit risk is influenced by the individual characteristics of each customer. New customers are analyzed individually for creditworthiness, considering credit ratings where available, financial position, past experience and other factors. The risk associated with this concentration is limited due to ongoing monitoring and the large number and geographic dispersion of customers. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation, or in the case of capital leases, at the present value of the future minimum lease payments. Costs include expenditures that are directly attributable to the acquisition of the asset and costs incurred to prepare the asset for its intended use. Direct costs for internally developed software are capitalized during the application development stage. All costs during the preliminary project stage are expensed as incurred. The costs capitalized include consulting, licensing and direct labor costs and are amortized upon implementation of the software in production over the useful life of the software. Repair and maintenance costs are expensed as incurred. Depreciation of property and equipment is computed on a straight-line basis over the asset’s estimated useful life. Assets held under capital leases are depreciated over the shorter of the lease term or their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. The Company’s estimated useful lives are as follows: Furniture and equipment 3 to 20 years Leasehold improvements 2 to 19 years Equipment under capital lease Shorter of lease term or asset useful life Software 1 to 10 years The Company evaluates the reasonableness of the useful lives of property and equipment at least annually. In addition, the Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If this review indicates that such assets are impaired, the impairment is recognized in the period the changes occur and represent the amount by which the carrying value exceeds the fair value. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Acquired identifiable assets, liabilities and any non-controlling interests are recorded at fair value at the date of acquisition. Any excess of the cost of the business combination over the fair value of those assets and liabilities is recognized as goodwill on the consolidated balance sheets. Goodwill and indefinite-lived intangible assets are not amortized and are stated at cost. Definite-lived intangible assets are stated at cost less accumulated amortization. Amortization of definite-lived intangible assets is recognized in the consolidated statements of operations on a straight-line basis over the estimated useful lives of intangible assets. The Company evaluates the reasonableness of the useful lives of these intangibles at least annually. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they may be impaired. On an annual basis, the Company assesses whether the fair value of a reporting unit (“RU”) is less than its carrying amount by performing a qualitative assessment ("step zero") or quantitative assessment. The Company can either elect to perform the step zero assessment first and then proceed with the quantitative impairment test if it is more likely than not that the fair value of the RU is less than its carrying amount, or the Company can perform just the quantitative assessment. If the Company determines the quantitative impairment test is required, the estimated fair value of the RU is compared to its carrying amount, including goodwill. If the estimated fair value of a RU exceeds its carrying value, goodwill is not considered to be impaired. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill. The Company has elected an annual goodwill impairment assessment date of October 1, and for the impairment test performed on October 1, 2018, the Company concluded that there were no indications of impairment. The Company records an impairment loss for other definite and indefinite-lived intangible assets if the fair value of the asset is less than the asset’s carrying amount. No material impairments of intangible assets were recognized during any of the periods presented. |
Accrued Claims and Settlements | Accrued Claims and Settlements The Company is subject to various claims and contingencies related to lawsuits. A liability is recorded for claims and legal costs when risk of loss is probable and estimable. The Company self-insures for various risks, including workers’ compensation and medical in some states. A liability is recorded for the Company’s obligations for both reported and incurred but not reported ("IBNR") insurance claims through assessments based on prior claims history. In addition, in the U.S. and Canada, the Company is self-insured against errors and omissions (“E&O”) claims through a primary insurance layer provided by its 100%-owned, consolidated, captive insurance subsidiary, Nottingham Indemnity, Inc., and an excess layer provided through a third-party insurance carrier. |
Derivatives and Hedging Activities | Derivatives and Hedging Activities From time to time, the Company enters into derivative financial instruments, including foreign exchange forward contracts and interest rate swap or cap agreements, to manage its exposure to foreign exchange rate and interest rate risks. The Company views derivative financial instruments as a risk management tool and, accordingly, does not use derivatives for trading or speculative purposes. Derivatives are initially recognized at fair value at the date the derivative contracts are executed and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in the consolidated statements of operations immediately unless the derivative is designated and effective as a hedging instrument, in which case hedge accounting is applied. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Hedge accounting is discontinued when the Company revokes the hedging relationship, when the hedging instrument expires or is sold, terminated or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognized in Other comprehensive income/(loss), net of applicable income taxes and accumulated in equity at that time, remains in equity and is recognized when the forecasted transaction is ultimately recognized in earnings. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in earnings. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) comprises net income and changes in equity that are excluded from net income, such as foreign currency translation adjustments, unrealized actuarial gains and losses relating to the defined benefit pension plans, and unrealized gains and losses on derivatives designated as cash flow and net investment hedges, included related tax effects. |
Foreign Currency Transactions | Foreign Currency Transactions Foreign currency transactions are recorded in the functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are recorded in the functional currency at the foreign exchange rate at that date, which may result in a foreign currency gain or loss. Foreign currency gains or losses are recognized in the consolidated statements of operations, except for differences arising on the retranslation of a financial liability designated as a hedge of the net investment in a foreign operation, or qualifying cash flow hedges, which are recognized in Other comprehensive income/(loss) and accumulated within equity. For the years ended December 31, 2018 , 2017 and 2016 , foreign currency transactions resulted in losses of $5.6 million and gains of $2.6 million and $6.1 million , respectively, and were recognized within Cost of services and Operating, administrative, and other expenses in the consolidated statements of operations. Foreign Currency Translation The assets and liabilities of foreign operations are translated into U.S. dollars at the balance sheet date. Income and expense items are translated at the monthly average rates. Translation adjustments are included in Accumulated other comprehensive income (loss). |
Leases | Leases The Company enters into various leasing arrangements in which it is the lessee. For operating leases, lease expense is recorded on a straight-line basis over the non-cancellable lease term. Lease incentives received are offset against the total lease expense and recognized over the lease term on a straight-line basis. Deferred lease incentive liabilities were $7.7 million and $6.0 million included in Other current liabilities and $44.6 million and $49.2 million included in Other non-current liabilities as of December 31, 2018 and 2017 , respectively. Capital leases are recorded at the lower of the fair value of the leased asset or the present value of future minimum lease payments. Minimum lease payments are apportioned between the interest charge and reduction of the outstanding liability. |
Share-based Payments | Share-based Payments The Company grants stock options and restricted stock awards to employees under both the Management Equity Investment and Incentive Plan ("MEIP"), and the 2018 Omnibus Plans. The grant date fair value of awards granted to employees is recognized as compensation expense using the straight-line vesting method over the vesting period, with a corresponding increase in equity or liabilities, depending on the balance sheet classification. The Company also from time to time, grants such awards to non-employees. Such awards are accordingly marked-to-market at the end of each reporting period . |
Employee Benefits | Employee Benefits The Company’s defined benefit pension plans are actuarially evaluated, incorporating various critical assumptions including the discount rate and the expected rate of return on plan assets. Any difference between actual and expected plan experience, including asset return experience, in excess of a 10% corridor is recognized in net periodic pension cost over the expected average employee future service period. Other assumptions involve demographic factors such as retirement age, mortality, attrition and the rate of compensation increases. The Company evaluates these assumptions annually and modifies them as appropriate. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has adopted the following new accounting standards that have been recently issued: Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board issued a converged standard on recognition of revenue from contracts with customers, Accounting Standard Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (together with all subsequent amendments, "Topic 606" ), which replaced most existing revenue recognition guidance under U.S. GAAP. The core principle of Topic 606 requires companies to reevaluate when revenue is recorded on a transaction based upon newly defined criteria, either at a point in time or over time as goods or services are delivered. Topic 606 requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates, and changes in those estimates. The Company adopted Topic 606 effective January 1, 2018 using the modified retrospective transition approach. Refer to Note 5: Revenue for the impact the adoption of these standards had on the Company's financial statements and related disclosures. Stock Compensation In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting (Topic 718) . The ASU amends the scope of modification accounting for stock-based payment awards. Under the new guidance, modification accounting is required only if the fair value, vesting conditions or classification of the award (as equity or liability) changes as a result of the change in terms. The Company adopted this standard effective January 1, 2018 on a prospective basis, with no material impact on its financial statements or related disclosures. Pension Cost In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The new guidance is intended to classify costs according to their nature and better align the effect of defined benefit plans on operating income with International Financial Reporting Standards. The ASU also provides additional direction on the components eligible for capitalization. The new guidance is required to be applied retrospectively for the change in income statement presentation, while the change in capitalized benefit cost is to be applied prospectively. The ASU is effective for public companies for fiscal years beginning after December 15, 2017. The Company adopted this standard effective January 1, 2018 on a retrospective basis, reclassifying net periodic pension costs other than service cost to Other income, net. This standard had an immaterial impact on the audited consolidated statements of operations for the years ended December 31, 2018 and 2017. Business Combinations In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business (Topic 805) . The new guidance provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not a business. The Company adopted this standard effective January 1, 2018 on a prospective basis, with no material impact on the Company's financial statements and related disclosures. Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The new guidance is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU requires the classification of eight specific cash flow issues identified under ASC 230 to be presented as either financing, investing or operating, or some combination thereof, depending upon the nature of the issue. The new guidance is required to be adopted retrospectively for all of the issues identified to each period presented. The ASU is effective for public companies for fiscal years beginning after December 15, 2017. The Company adopted this standard effective January 1, 2018 on a retrospective basis. As a result of adoption, for the year ended December 31, 2017, the Company classified a cash inflow of $85.0 million as investing activities within the audited consolidated statement of cash flows and classified $41.9 million as Non-cash investing activities as disclosed in Note 18: Supplemental Cash Flow Information related to the Company's Accounts Receivable Securitization program (the "A/R Securitization"). Refer to Note 17: Accounts Receivable Securitization for additional information. The other changes required by ASU No. 2016-15 were immaterial to the statement of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The new guidance requires restricted cash to be presented with cash and cash equivalents in the statement of cash flows. The ASU is required to be adopted retrospectively and is effective for public companies for fiscal years beginning after December 15, 2017. The Company’s restricted cash balances are presented in the consolidated balance sheets within Prepaid expenses and other current assets. Under the new guidance, changes in the Company’s restricted cash will be classified as either operating activities or investing activities in the consolidated statements of cash flows, depending on the nature of the activities that gave rise to the restriction. The Company adopted this standard effective January 1, 2018 using the retrospective transition method. Intangibles - Internal-Use Software In August 2018, the FASB issued ASU 2018-15 , Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) . The ASU clarifies and aligns the accounting for implementation costs for hosting arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company has early adopted this standard effective July 1, 2018 on a prospective basis, with no material impact on its financial statements and related disclosures. The following recently issued accounting standards are not yet required to be reflected in the Consolidated Financial Statements of the Company: Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The ASU will replace most existing lease guidance under U.S. GAAP when it becomes effective. The new guidance requires a lessee to record a right of use (“ROU”) asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. Companies will recognize expenses for real estate related leases on the statements of operations in a manner similar to current accounting guidance and, for lessors, the guidance remains substantially similar to current U.S. GAAP. In July 2018, the FASB issued two additional amendments that affect the guidance issued in ASU 2016-02 as described in the following updates ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases (Topic 842): Targeted Improvements . The amendments in ASU 2018-10 affect narrow aspects of the guidance issued in ASU 2016-02. The amendments in ASU 2018-11 provide an alternative (and optional) transition method that allows entities to apply the transition provisions in ASU 2016-02 at the adoption date instead of at the earliest comparative period presented in the financial statements. The Company is electing to use the optional transition method. The new guidance is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018, with early adoption permitted. Upon adoption, the Company will not revise comparative financial statements or disclosures. The Company has completed the identification of the operating lease portfolio, which is primarily comprised of real estate, motor vehicle and IT equipment leases. Upon adoption, the Company expects to recognize operating lease ROU assets ranging from $515.0 million to $565.0 million and lease liabilities ranging from $595.0 million to $645.0 million . In addition, the Company has made accounting policy elections for certain practical expedients offered by the new guidance, such as the practical expedients to not reassess lease classification, lease term or initial direct costs for the existing lease portfolio, as well as to not separate lease and non-lease components and to exclude short-term leases from the ROU assets and lease liabilities. Furthermore, the Company will utilize the portfolio approach in selecting the discount rate used to discount future minimum lease payments for the calculation of the ROU assets and operating lease liabilities for certain equipment leases. Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) , which replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses. The new guidance is intended to improve information about the expected credit losses on financial instruments. The ASU is required to be applied through a modified-retrospective approach through a cumulative-effect adjustment to Retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new guidance is effective for public companies for the fiscal years beginning after December 15, 2019. Early adoption is permitted as of the fiscal year beginning after December 31, 2018. The Company is currently evaluating the effect the guidance will have on its Consolidated Financial Statements. Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (Topic 815) . The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and is intended to reduce the complexity of applying hedge accounting by simplifying the designation and measurement of hedging instruments. The ASU is required to be applied retrospectively to eliminate the separate measurement of ineffectiveness through a cumulative-effect adjustment to Accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings. The ASU is effective for public companies for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect, if any, that the ASU will have on its Consolidated Financial Statements. Income Taxes In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for any stranded tax effects resulting from the H.R. 1, Tax Cuts and Jobs Act ("the Tax Act") that was enacted on December 22, 2017. The new guidance is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018. The ASU will not have a material impact on the Company's financial statements and related disclosures. Stock Compensation In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) . The ASU supersedes ASC 505-50, Equity-Based Payments to Non-Employees and expands the scope of Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach and is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. Fair Value In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820 by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. Retirement Benefit Plans In August 2018, the FASB issued ASU 2018-14 , Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2020. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. Consolidation In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities Consolidation (Topic 810). This ASU amends the guidance surrounding the assessment and consolidation of variable interest entities. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. w) Change in Accounting Principle - Stock-based Compensation In the fourth quarter of 2018, the Company changed its policy for recognizing stock-based compensation expense for awards with service conditions only from the graded attribution method to the straight-line attribution method. The Company views these awards as single awards and believes that the straight-line method of accounting more accurately reflects the pattern of service provided by the employee. Additionally, based on research and analysis, the Company believes the straight-line attribution method for stock-based compensation expense for service condition-only awards is the predominant method used in its industry. For these reasons, the Company has concluded that the straight-line attribution method for stock-based compensation is a preferable accounting policy in accordance with ASC 250, Accounting Changes and Error Corrections . We have applied this change retrospectively adjusting all periods presented. The following tables present the effect of the change in accounting policy and its impact on key components of the Company’s consolidated financial statements: Year ended December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Revenue $ 8,219.9 $ 8,219.9 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 6,640.0 6,642.4 (2.4 ) Operating, administrative and other 1,278.2 1,271.1 7.1 Depreciation and amortization 290.0 290.0 — Restructuring, impairment and related charges 3.8 3.8 — Total costs and expenses 8,212.0 8,207.3 4.7 Operating income 7.9 12.6 (4.7 ) Interest expense, net of interest income (228.8 ) (228.8 ) — Earnings from equity method investments 1.9 1.9 — Other income, net 3.5 3.5 — Loss before income taxes (215.5 ) (210.8 ) (4.7 ) Benefit from income taxes (26.1 ) (25.0 ) (1.1 ) Net loss (189.4 ) $ (185.8 ) $ (3.6 ) Less: Net loss attributable to non-controlling interests — — — Net loss attributable to the Company $ (189.4 ) $ (185.8 ) $ (3.6 ) Basic and diluted loss per share: Loss per share attributable to common shareholders $ (1.11 ) $ (1.09 ) $ 0.02 Weighted average shares outstanding for basic and diluted loss per share 171.2 171.2 — Year ended December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Revenue $ 6,923.9 $ 6,923.9 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 5,639.6 5,639.8 (0.2 ) Operating, administrative and other 1,155.4 1,156.1 (0.7 ) Depreciation and amortization 270.6 270.6 — Restructuring, impairment and related charges 28.5 28.5 — Total costs and expenses 7,094.1 7,095.0 (0.9 ) Operating loss (170.2 ) (171.1 ) 0.9 Interest expense, net of interest income (183.1 ) (183.1 ) — Earnings from equity method investments 1.4 1.4 — Other income, net 11.0 11.0 — Loss before income taxes (340.9 ) (341.8 ) 0.9 Benefit from income taxes (120.4 ) (120.5 ) 0.1 Net loss $ (220.5 ) $ (221.3 ) $ 0.8 Basic and diluted loss per share: Loss per share attributable to common shareholders $ (1.53 ) $ (1.54 ) $ (0.01 ) Weighted average shares outstanding for basic and diluted loss per share 143.9 143.9 — Year ended December 31, 2016 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Revenue $ 6,215.7 $ 6,215.7 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 5,076.7 5,067.8 8.9 Operating, administrative and other 1,159.7 1,150.6 9.1 Depreciation and amortization 260.6 260.6 — Restructuring, impairment and related charges 32.1 32.1 — Total costs and expenses 6,529.1 6,511.1 18.0 Operating loss (313.4 ) (295.4 ) (18.0 ) Interest expense, net of interest income (171.8 ) (171.8 ) — Earnings from equity method investments 5.9 5.9 — Other income, net 2.4 2.4 — Loss before income taxes (476.9 ) (458.9 ) (18.0 ) Benefit from income taxes (27.4 ) (24.3 ) (3.1 ) Net loss (449.5 ) $ (434.6 ) $ (14.9 ) Less: Net loss attributable to non-controlling interests (0.4 ) (0.4 ) — Net loss attributable to the Company $ (449.1 ) $ (434.2 ) $ (14.9 ) Basic and diluted loss per share: Loss per share attributable to common shareholders $ (3.18 ) $ (3.07 ) $ 0.11 Weighted average shares outstanding for basic and diluted loss per share 141.4 141.4 — As of December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Deferred tax assets $ 89.6 $ 84.0 $ 5.6 Shareholders' Equity: Ordinary shares $ 21.7 $ 21.7 $ — Additional paid-in capital 2,817.0 2,791.2 25.8 Accumulated deficit (1,318.6 ) (1,298.4 ) (20.2 ) Accumulated other comprehensive loss (154.4 ) (154.4 ) — Total equity 1,365.7 $ 1,360.1 $ 5.6 As of December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Deferred tax assets $ 71.1 $ 66.6 $ 4.5 Shareholders' Equity: Ordinary shares $ 1,451.3 1,451.3 — Additional paid-in capital 305.0 283.8 21.2 Accumulated deficit (1,165.2 ) (1,148.5 ) (16.7 ) Accumulated other comprehensive loss (87.2 ) (87.2 ) — Total equity $ 503.9 $ 499.4 $ 4.5 As a result of the change in accounting principle, additional paid-in capital and accumulated deficit as of January 1, 2016 decreased from $191.2 million and $495.6 million , respectively, as originally reported using the graded attribution method, to $187.2 million and $493.0 million , respectively, using the straight-line method. Year ended December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss $ (189.4 ) $ (185.8 ) $ (3.6 ) Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization 290.0 290.0 — Impairment charges 2.7 2.7 — Unrealized foreign exchange loss (gain) 8.4 8.4 — Stock-based compensation 86.6 81.9 4.7 Loss on debt extinguishment 50.4 50.4 — Amortization of debt issuance costs 12.5 12.5 — Change in deferred taxes (60.0 ) (58.9 ) (1.1 ) Bad debt expense 21.7 21.7 — Other non-cash operating activities (3.6 ) (3.6 ) — Changes in assets and liabilities: — Trade and other receivables (235.5 ) (235.5 ) — Income taxes payable (19.6 ) (19.6 ) — Prepaid expenses and other current assets (26.9 ) (26.9 ) — Other non-current assets 84.6 84.6 — Accounts payable and accrued expenses 74.9 74.9 — Accrued compensation 117.8 117.8 — Other current and non-current liabilities (216.8 ) (216.8 ) — Net cash used in operating activities $ (2.2 ) $ (2.2 ) $ — Year ended December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss $ (220.5 ) $ (221.3 ) $ 0.8 Reconciliation of net loss to net cash used in operating activities: — Depreciation and amortization 270.6 270.6 — Unrealized foreign exchange loss (gain) (7.3 ) (7.3 ) — Stock-based compensation 51.4 52.4 (1.0 ) Amortization of debt issuance costs 16.5 16.5 — Gain on pension curtailment (10.0 ) (10.0 ) — Change in deferred taxes (170.1 ) (170.3 ) 0.2 Bad debt expense 3.9 3.9 — Other non-cash operating activities 7.0 7.0 — Changes in assets and liabilities: — Trade and other receivables (173.4 ) (173.4 ) — Income taxes payable 10.1 10.1 — Prepaid expenses and other current assets (17.6 ) (17.6 ) — Other non-current assets 44.0 44.0 — Accounts payable and accrued expenses 42.6 42.6 — Accrued compensation 98.4 98.4 — Other current and non-current liabilities 58.8 58.8 — Net cash used in operating activities $ 4.4 $ 4.4 $ — Year ended December 31, 2016 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss (449.5 ) $ (434.6 ) $ (14.9 ) Reconciliation of net loss to net cash used in operating activities: — Depreciation and amortization 260.6 260.6 — Impairment charges 2.6 2.6 — Unrealized foreign exchange loss (gain) (10.7 ) (10.7 ) — Stock-based compensation 66.9 49.0 17.9 Amortization of debt issuance costs 12.6 12.6 — Fees incurred in conjunction with debt modification (3.7 ) (3.7 ) — Change in deferred taxes (63.1 ) (60.1 ) (3.0 ) Bad debt expense 11.9 11.9 — Other non-cash operating activities 1.2 1.2 — Changes in assets and liabilities: — Trade and other receivables (146.9 ) (146.9 ) — Income taxes payable 2.7 2.7 — Prepaid expenses and other current assets 18.4 18.4 — Other non-current assets (137.6 ) (137.6 ) — Accounts payable and accrued expenses 118.3 118.3 — Accrued compensation 11.0 11.0 — Other current and non-current liabilities (29.8 ) (29.8 ) — Net cash used in operating activities $ (335.1 ) $ (335.1 ) $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of new accounting pronouncements and changes in accounting principles | The following tables present the effect of the change in accounting policy and its impact on key components of the Company’s consolidated financial statements: Year ended December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Revenue $ 8,219.9 $ 8,219.9 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 6,640.0 6,642.4 (2.4 ) Operating, administrative and other 1,278.2 1,271.1 7.1 Depreciation and amortization 290.0 290.0 — Restructuring, impairment and related charges 3.8 3.8 — Total costs and expenses 8,212.0 8,207.3 4.7 Operating income 7.9 12.6 (4.7 ) Interest expense, net of interest income (228.8 ) (228.8 ) — Earnings from equity method investments 1.9 1.9 — Other income, net 3.5 3.5 — Loss before income taxes (215.5 ) (210.8 ) (4.7 ) Benefit from income taxes (26.1 ) (25.0 ) (1.1 ) Net loss (189.4 ) $ (185.8 ) $ (3.6 ) Less: Net loss attributable to non-controlling interests — — — Net loss attributable to the Company $ (189.4 ) $ (185.8 ) $ (3.6 ) Basic and diluted loss per share: Loss per share attributable to common shareholders $ (1.11 ) $ (1.09 ) $ 0.02 Weighted average shares outstanding for basic and diluted loss per share 171.2 171.2 — Year ended December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Revenue $ 6,923.9 $ 6,923.9 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 5,639.6 5,639.8 (0.2 ) Operating, administrative and other 1,155.4 1,156.1 (0.7 ) Depreciation and amortization 270.6 270.6 — Restructuring, impairment and related charges 28.5 28.5 — Total costs and expenses 7,094.1 7,095.0 (0.9 ) Operating loss (170.2 ) (171.1 ) 0.9 Interest expense, net of interest income (183.1 ) (183.1 ) — Earnings from equity method investments 1.4 1.4 — Other income, net 11.0 11.0 — Loss before income taxes (340.9 ) (341.8 ) 0.9 Benefit from income taxes (120.4 ) (120.5 ) 0.1 Net loss $ (220.5 ) $ (221.3 ) $ 0.8 Basic and diluted loss per share: Loss per share attributable to common shareholders $ (1.53 ) $ (1.54 ) $ (0.01 ) Weighted average shares outstanding for basic and diluted loss per share 143.9 143.9 — Year ended December 31, 2016 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Revenue $ 6,215.7 $ 6,215.7 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 5,076.7 5,067.8 8.9 Operating, administrative and other 1,159.7 1,150.6 9.1 Depreciation and amortization 260.6 260.6 — Restructuring, impairment and related charges 32.1 32.1 — Total costs and expenses 6,529.1 6,511.1 18.0 Operating loss (313.4 ) (295.4 ) (18.0 ) Interest expense, net of interest income (171.8 ) (171.8 ) — Earnings from equity method investments 5.9 5.9 — Other income, net 2.4 2.4 — Loss before income taxes (476.9 ) (458.9 ) (18.0 ) Benefit from income taxes (27.4 ) (24.3 ) (3.1 ) Net loss (449.5 ) $ (434.6 ) $ (14.9 ) Less: Net loss attributable to non-controlling interests (0.4 ) (0.4 ) — Net loss attributable to the Company $ (449.1 ) $ (434.2 ) $ (14.9 ) Basic and diluted loss per share: Loss per share attributable to common shareholders $ (3.18 ) $ (3.07 ) $ 0.11 Weighted average shares outstanding for basic and diluted loss per share 141.4 141.4 — As of December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Deferred tax assets $ 89.6 $ 84.0 $ 5.6 Shareholders' Equity: Ordinary shares $ 21.7 $ 21.7 $ — Additional paid-in capital 2,817.0 2,791.2 25.8 Accumulated deficit (1,318.6 ) (1,298.4 ) (20.2 ) Accumulated other comprehensive loss (154.4 ) (154.4 ) — Total equity 1,365.7 $ 1,360.1 $ 5.6 As of December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Deferred tax assets $ 71.1 $ 66.6 $ 4.5 Shareholders' Equity: Ordinary shares $ 1,451.3 1,451.3 — Additional paid-in capital 305.0 283.8 21.2 Accumulated deficit (1,165.2 ) (1,148.5 ) (16.7 ) Accumulated other comprehensive loss (87.2 ) (87.2 ) — Total equity $ 503.9 $ 499.4 $ 4.5 As a result of the change in accounting principle, additional paid-in capital and accumulated deficit as of January 1, 2016 decreased from $191.2 million and $495.6 million , respectively, as originally reported using the graded attribution method, to $187.2 million and $493.0 million , respectively, using the straight-line method. Year ended December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss $ (189.4 ) $ (185.8 ) $ (3.6 ) Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization 290.0 290.0 — Impairment charges 2.7 2.7 — Unrealized foreign exchange loss (gain) 8.4 8.4 — Stock-based compensation 86.6 81.9 4.7 Loss on debt extinguishment 50.4 50.4 — Amortization of debt issuance costs 12.5 12.5 — Change in deferred taxes (60.0 ) (58.9 ) (1.1 ) Bad debt expense 21.7 21.7 — Other non-cash operating activities (3.6 ) (3.6 ) — Changes in assets and liabilities: — Trade and other receivables (235.5 ) (235.5 ) — Income taxes payable (19.6 ) (19.6 ) — Prepaid expenses and other current assets (26.9 ) (26.9 ) — Other non-current assets 84.6 84.6 — Accounts payable and accrued expenses 74.9 74.9 — Accrued compensation 117.8 117.8 — Other current and non-current liabilities (216.8 ) (216.8 ) — Net cash used in operating activities $ (2.2 ) $ (2.2 ) $ — Year ended December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss $ (220.5 ) $ (221.3 ) $ 0.8 Reconciliation of net loss to net cash used in operating activities: — Depreciation and amortization 270.6 270.6 — Unrealized foreign exchange loss (gain) (7.3 ) (7.3 ) — Stock-based compensation 51.4 52.4 (1.0 ) Amortization of debt issuance costs 16.5 16.5 — Gain on pension curtailment (10.0 ) (10.0 ) — Change in deferred taxes (170.1 ) (170.3 ) 0.2 Bad debt expense 3.9 3.9 — Other non-cash operating activities 7.0 7.0 — Changes in assets and liabilities: — Trade and other receivables (173.4 ) (173.4 ) — Income taxes payable 10.1 10.1 — Prepaid expenses and other current assets (17.6 ) (17.6 ) — Other non-current assets 44.0 44.0 — Accounts payable and accrued expenses 42.6 42.6 — Accrued compensation 98.4 98.4 — Other current and non-current liabilities 58.8 58.8 — Net cash used in operating activities $ 4.4 $ 4.4 $ — Year ended December 31, 2016 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss (449.5 ) $ (434.6 ) $ (14.9 ) Reconciliation of net loss to net cash used in operating activities: — Depreciation and amortization 260.6 260.6 — Impairment charges 2.6 2.6 — Unrealized foreign exchange loss (gain) (10.7 ) (10.7 ) — Stock-based compensation 66.9 49.0 17.9 Amortization of debt issuance costs 12.6 12.6 — Fees incurred in conjunction with debt modification (3.7 ) (3.7 ) — Change in deferred taxes (63.1 ) (60.1 ) (3.0 ) Bad debt expense 11.9 11.9 — Other non-cash operating activities 1.2 1.2 — Changes in assets and liabilities: — Trade and other receivables (146.9 ) (146.9 ) — Income taxes payable 2.7 2.7 — Prepaid expenses and other current assets 18.4 18.4 — Other non-current assets (137.6 ) (137.6 ) — Accounts payable and accrued expenses 118.3 118.3 — Accrued compensation 11.0 11.0 — Other current and non-current liabilities (29.8 ) (29.8 ) — Net cash used in operating activities $ (335.1 ) $ (335.1 ) $ — The following table compares the reported audited consolidated balance sheet as of December 31, 2018 and the audited consolidated statements of operations for the year ended December 31, 2018 , as a result of the adoption of Topic 606 on January 1, 2018 compared to the pro forma presentation of each respective statement, which assumes the previous guidance remained in effect as of December 31, 2018 (in millions): Balance as of December 31, 2018 Balance Sheet Balance Without Adoption of Topic 606 Adoption Impact As Reported Trade and other receivables $ 1,410.7 $ 52.8 $ 1,463.5 Prepaid expenses and other current assets 182.8 160.6 343.4 Total current assets 2,529.9 213.4 2,743.3 Other non-current assets 463.7 25.8 489.5 Total assets 6,306.8 239.2 6,546.0 Accounts payable and accrued expenses 994.9 52.8 1,047.7 Accrued compensation 709.8 108.1 817.9 Total current liabilities 1,877.8 160.9 2,038.7 Deferred tax liabilities 119.3 17.1 136.4 Other non-current liabilities 347.7 18.9 366.6 Total liabilities 4,989.0 196.9 5,185.9 Accumulated deficit (1,341.2 ) 42.8 (1,298.4 ) Accumulated other comprehensive loss (153.9 ) (0.5 ) (154.4 ) Total equity 1,317.8 42.3 1,360.1 Total liabilities and shareholders’ equity 6,306.8 239.2 6,546.0 Year Ended December 31, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 7,787.1 $ 432.8 $ 8,219.9 Cost of services 6,220.6 421.8 6,642.4 Total costs and expenses 7,785.5 421.8 8,207.3 Operating income 1.6 11.0 12.6 Loss before income taxes (221.8 ) 11.0 (210.8 ) Benefit for income taxes (29.6 ) 4.6 (25.0 ) Net loss $ (192.2 ) $ 6.4 $ (185.8 ) |
Summary of estimated useful lives | The Company’s estimated useful lives are as follows: Furniture and equipment 3 to 20 years Leasehold improvements 2 to 19 years Equipment under capital lease Shorter of lease term or asset useful life Software 1 to 10 years Property and equipment consist of the following (in millions): As of December 31, 2018 2017 Software $ 189.9 $ 168.4 Plant and equipment 134.9 127.7 Leasehold improvements 205.8 170.2 Equipment under capital lease 43.6 29.8 Software under development 20.2 11.7 Construction in progress 12.2 11.7 606.6 519.5 Less: Accumulated depreciation (292.8 ) (215.2 ) Total property and equipment, net $ 313.8 $ 304.3 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of summarized financial information by segment | Summarized financial information by segment is as follows (in millions): Year Ended December 31, Americas 2018 2017 2016 Total revenue $ 5,724.7 $ 4,600.2 $ 4,124.3 Less: Gross contract costs (1,684.5 ) (1,023.4 ) (851.4 ) Acquisition accounting adjustments 2.5 20.0 30.6 Total Fee revenue $ 4,042.7 $ 3,596.8 $ 3,303.5 Service lines: Property, facilities and project management $ 1,698.6 $ 1,638.3 $ 1,445.4 Leasing 1,481.6 1,244.6 1,140.7 Capital markets 699.4 530.4 536.2 Valuation and other 163.1 183.5 181.2 Total Fee revenue $ 4,042.7 $ 3,596.8 $ 3,303.5 Segment operating expenses $ 5,276.9 $ 4,275.1 $ 3,843.8 Less: Gross contract costs (1,684.5 ) (1,023.4 ) (851.4 ) Total Fee-based operating expenses $ 3,592.4 $ 3,251.7 $ 2,992.4 Adjusted EBITDA $ 450.3 $ 344.6 $ 311.6 Year Ended December 31, EMEA 2018 2017 2016 Total revenue $ 999.8 $ 863.3 $ 755.5 Less: Gross contract costs (111.9 ) (81.3 ) (65.0 ) Acquisition accounting adjustments — 3.2 (0.8 ) Total Fee revenue $ 887.9 $ 785.2 $ 689.7 Service lines: Property, facilities and project management $ 262.1 $ 200.5 $ 172.9 Leasing 265.0 256.5 229.1 Capital markets 173.5 154.3 128.0 Valuation and other 187.3 173.9 159.7 Total Fee revenue $ 887.9 $ 785.2 $ 689.7 Segment operating expenses $ 896.5 $ 769.8 $ 670.9 Less: Gross contract costs (111.9 ) (81.3 ) (65.0 ) Total Fee-based operating expenses $ 784.6 $ 688.5 $ 605.9 Adjusted EBITDA $ 107.9 $ 108.8 $ 90.8 Year Ended December 31, APAC 2018 2017 2016 Total revenue $ 1,495.4 $ 1,460.4 $ 1,335.9 Less: Gross contract costs (475.4 ) (522.6 ) (489.6 ) Acquisition accounting adjustments — — 0.3 Total Fee revenue $ 1,020.0 $ 937.8 $ 846.6 Service lines: Property, facilities and project management $ 661.4 $ 649.7 $ 572.4 Leasing 174.1 149.7 129.1 Capital markets 86.7 55.8 66.6 Valuation and other 97.8 82.6 78.5 Total Fee revenue $ 1,020.0 $ 937.8 $ 846.6 Segment operating expenses $ 1,395.4 $ 1,386.1 $ 1,265.0 Less: Gross contract costs (475.4 ) (522.6 ) (489.6 ) Total Fee-based operating expenses $ 920.0 $ 863.5 $ 775.4 Adjusted EBITDA $ 100.9 $ 75.1 $ 72.4 |
Schedule of adjusted EBITDA | Adjusted EBITDA is calculated as follows (in millions): Year Ended December 31, 2018 2017 2016 Net loss attributable to the Company $ (185.8 ) $ (221.3 ) $ (434.2 ) Add/(less): Depreciation and amortization 290.0 270.6 260.6 Interest expense, net of interest income 228.8 183.1 171.8 Benefit from income taxes (25.0 ) (120.5 ) (24.3 ) Integration and other costs related to acquisitions 244.7 328.3 427.1 Pre-IPO stock-based compensation 63.4 27.1 23.2 Cassidy Turley deferred payment obligation 33.0 44.0 47.6 Other 10.0 17.2 3.0 Adjusted EBITDA $ 659.1 $ 528.5 $ 474.8 |
Schedule of reconciliation of Fee-based operating expenses | Below is the reconciliation of consolidated operating expenses to Fee-based operating expenses (in millions): Year Ended December 31, 2018 2017 2016 Total operating expenses $ 8,207.3 $ 7,095.0 $ 6,511.1 Less: Gross contract costs (2,271.8 ) (1,627.3 ) (1,406.0 ) Fee-based operating expenses $ 5,935.5 $ 5,467.7 $ 5,105.1 Below is the reconciliation of Fee-based operating expenses by segment to Consolidated Fee-based operating expenses (in millions): Year Ended December 31, 2018 2017 2016 Americas Fee-based operating expenses $ 3,592.4 $ 3,251.7 $ 2,992.4 EMEA Fee-based operating expenses 784.6 688.5 605.9 APAC Fee-based operating expenses 920.0 863.5 775.4 Segment Fee-based operating expenses 5,297.0 4,803.7 4,373.7 Depreciation and amortization 290.0 270.6 260.6 Integration and other costs related to acquisitions (1) 242.1 305.1 397.0 Pre-IPO stock-based compensation 63.4 27.1 23.2 Cassidy Turley deferred payment obligation 33.0 44.0 47.6 Other 10.0 17.2 3.0 Fee-based operating expenses $ 5,935.5 $ 5,467.7 $ 5,105.1 (1) Represents integration and other costs related to acquisitions, comprised of certain direct and incremental costs resulting from acquisitions and related integration efforts, as well as costs related to restructuring programs. Excludes the impact of acquisition accounting revenue adjustments as these amounts do not impact operating expenses. |
Schedule of revenue by geographical areas | Revenue in the table below is allocated based upon the country in which services are performed (in millions): Year Ended December 31, 2018 2017 2016 United States $ 5,403.6 $ 4,298.7 $ 3,854.4 Australia 589.5 711.3 630.0 United Kingdom 425.9 364.6 359.4 All other countries 1,800.9 1,549.3 1,371.9 $ 8,219.9 $ 6,923.9 $ 6,215.7 |
Schedule of long-lived assets by geographical areas | The long-lived assets in the table below are comprised of property and equipment (in millions): As of December 31, 2018 2017 United States $ 216.9 $ 211.6 United Kingdom 40.5 30.3 All other countries 56.4 62.4 $ 313.8 $ 304.3 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a calculation of EPS (in millions, except per share amounts): Year Ended December 31, 2018 2017 2016 Basic and Diluted EPS Net loss attributable to shareholders $ (185.8 ) $ (221.3 ) $ (434.2 ) Weighted average shares outstanding for basic and diluted loss per share 171.2 143.9 141.4 Basic and diluted loss per common share attributable to shareholders $ (1.09 ) $ (1.54 ) $ (3.07 ) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of changes in the contract assets and contract liabilities | Changes in the contract assets and contract liabilities during the year are as follows (in millions): Contract Assets Balance as of December 31, 2017 $ — Contract assets recognized upon adoption 144.1 Contract assets from revenues earned, not yet invoiced 140.4 Contract assets transferred to accounts receivable (98.1 ) Balance as of December 31, 2018 $ 186.4 Contract Liabilities Balance as of December 31, 2017 $ 46.4 Contract liabilities recognized upon adoption — Contract liabilities recognized for cash received in advance 607.7 Contract liabilities reduced due to revenue recognition criteria being satisfied (587.3 ) Balance as of December 31, 2018 $ 66.8 |
Disaggregation of revenue | The following tables disaggregate revenue by reportable segment and service line (in millions): Year Ended December 31, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 3,369.6 $ 371.1 $ 1,136.8 $ 4,877.5 Leasing At a point in time 1,487.5 266.1 174.1 1,927.7 Capital markets At a point in time 702.4 173.6 86.7 962.7 Valuation and other At a point in time or over time 165.2 189.0 97.8 452.0 Total revenue $ 5,724.7 $ 999.8 $ 1,495.4 $ 8,219.9 Year Ended December 31, 2017 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 2,650.3 $ 278.6 $ 1,172.2 $ 4,101.1 Leasing At a point in time 1,229.3 256.9 149.7 1,635.9 Capital markets At a point in time 531.4 153.9 55.8 741.1 Valuation and other At a point in time or over time 189.2 173.9 82.7 445.8 Total revenue $ 4,600.2 $ 863.3 $ 1,460.4 $ 6,923.9 Year Ended December 31, 2016 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 2,290.2 $ 235.7 $ 1,061.8 $ 3,587.7 Leasing At a point in time 1,219.8 231.5 129.0 1,580.3 Capital markets At a point in time 431.5 128.0 66.6 626.1 Valuation and other At a point in time or over time 182.8 160.3 78.5 421.6 Total revenue $ 4,124.3 $ 755.5 $ 1,335.9 $ 6,215.7 |
Schedule of new accounting pronouncements and changes in accounting principles | The following tables present the effect of the change in accounting policy and its impact on key components of the Company’s consolidated financial statements: Year ended December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Revenue $ 8,219.9 $ 8,219.9 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 6,640.0 6,642.4 (2.4 ) Operating, administrative and other 1,278.2 1,271.1 7.1 Depreciation and amortization 290.0 290.0 — Restructuring, impairment and related charges 3.8 3.8 — Total costs and expenses 8,212.0 8,207.3 4.7 Operating income 7.9 12.6 (4.7 ) Interest expense, net of interest income (228.8 ) (228.8 ) — Earnings from equity method investments 1.9 1.9 — Other income, net 3.5 3.5 — Loss before income taxes (215.5 ) (210.8 ) (4.7 ) Benefit from income taxes (26.1 ) (25.0 ) (1.1 ) Net loss (189.4 ) $ (185.8 ) $ (3.6 ) Less: Net loss attributable to non-controlling interests — — — Net loss attributable to the Company $ (189.4 ) $ (185.8 ) $ (3.6 ) Basic and diluted loss per share: Loss per share attributable to common shareholders $ (1.11 ) $ (1.09 ) $ 0.02 Weighted average shares outstanding for basic and diluted loss per share 171.2 171.2 — Year ended December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Revenue $ 6,923.9 $ 6,923.9 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 5,639.6 5,639.8 (0.2 ) Operating, administrative and other 1,155.4 1,156.1 (0.7 ) Depreciation and amortization 270.6 270.6 — Restructuring, impairment and related charges 28.5 28.5 — Total costs and expenses 7,094.1 7,095.0 (0.9 ) Operating loss (170.2 ) (171.1 ) 0.9 Interest expense, net of interest income (183.1 ) (183.1 ) — Earnings from equity method investments 1.4 1.4 — Other income, net 11.0 11.0 — Loss before income taxes (340.9 ) (341.8 ) 0.9 Benefit from income taxes (120.4 ) (120.5 ) 0.1 Net loss $ (220.5 ) $ (221.3 ) $ 0.8 Basic and diluted loss per share: Loss per share attributable to common shareholders $ (1.53 ) $ (1.54 ) $ (0.01 ) Weighted average shares outstanding for basic and diluted loss per share 143.9 143.9 — Year ended December 31, 2016 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Revenue $ 6,215.7 $ 6,215.7 $ — Costs and expenses: Cost of services (exclusive of depreciation and amortization) 5,076.7 5,067.8 8.9 Operating, administrative and other 1,159.7 1,150.6 9.1 Depreciation and amortization 260.6 260.6 — Restructuring, impairment and related charges 32.1 32.1 — Total costs and expenses 6,529.1 6,511.1 18.0 Operating loss (313.4 ) (295.4 ) (18.0 ) Interest expense, net of interest income (171.8 ) (171.8 ) — Earnings from equity method investments 5.9 5.9 — Other income, net 2.4 2.4 — Loss before income taxes (476.9 ) (458.9 ) (18.0 ) Benefit from income taxes (27.4 ) (24.3 ) (3.1 ) Net loss (449.5 ) $ (434.6 ) $ (14.9 ) Less: Net loss attributable to non-controlling interests (0.4 ) (0.4 ) — Net loss attributable to the Company $ (449.1 ) $ (434.2 ) $ (14.9 ) Basic and diluted loss per share: Loss per share attributable to common shareholders $ (3.18 ) $ (3.07 ) $ 0.11 Weighted average shares outstanding for basic and diluted loss per share 141.4 141.4 — As of December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Deferred tax assets $ 89.6 $ 84.0 $ 5.6 Shareholders' Equity: Ordinary shares $ 21.7 $ 21.7 $ — Additional paid-in capital 2,817.0 2,791.2 25.8 Accumulated deficit (1,318.6 ) (1,298.4 ) (20.2 ) Accumulated other comprehensive loss (154.4 ) (154.4 ) — Total equity 1,365.7 $ 1,360.1 $ 5.6 As of December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Deferred tax assets $ 71.1 $ 66.6 $ 4.5 Shareholders' Equity: Ordinary shares $ 1,451.3 1,451.3 — Additional paid-in capital 305.0 283.8 21.2 Accumulated deficit (1,165.2 ) (1,148.5 ) (16.7 ) Accumulated other comprehensive loss (87.2 ) (87.2 ) — Total equity $ 503.9 $ 499.4 $ 4.5 As a result of the change in accounting principle, additional paid-in capital and accumulated deficit as of January 1, 2016 decreased from $191.2 million and $495.6 million , respectively, as originally reported using the graded attribution method, to $187.2 million and $493.0 million , respectively, using the straight-line method. Year ended December 31, 2018 As Computed Under Graded Attribution Method As Computed Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss $ (189.4 ) $ (185.8 ) $ (3.6 ) Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization 290.0 290.0 — Impairment charges 2.7 2.7 — Unrealized foreign exchange loss (gain) 8.4 8.4 — Stock-based compensation 86.6 81.9 4.7 Loss on debt extinguishment 50.4 50.4 — Amortization of debt issuance costs 12.5 12.5 — Change in deferred taxes (60.0 ) (58.9 ) (1.1 ) Bad debt expense 21.7 21.7 — Other non-cash operating activities (3.6 ) (3.6 ) — Changes in assets and liabilities: — Trade and other receivables (235.5 ) (235.5 ) — Income taxes payable (19.6 ) (19.6 ) — Prepaid expenses and other current assets (26.9 ) (26.9 ) — Other non-current assets 84.6 84.6 — Accounts payable and accrued expenses 74.9 74.9 — Accrued compensation 117.8 117.8 — Other current and non-current liabilities (216.8 ) (216.8 ) — Net cash used in operating activities $ (2.2 ) $ (2.2 ) $ — Year ended December 31, 2017 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss $ (220.5 ) $ (221.3 ) $ 0.8 Reconciliation of net loss to net cash used in operating activities: — Depreciation and amortization 270.6 270.6 — Unrealized foreign exchange loss (gain) (7.3 ) (7.3 ) — Stock-based compensation 51.4 52.4 (1.0 ) Amortization of debt issuance costs 16.5 16.5 — Gain on pension curtailment (10.0 ) (10.0 ) — Change in deferred taxes (170.1 ) (170.3 ) 0.2 Bad debt expense 3.9 3.9 — Other non-cash operating activities 7.0 7.0 — Changes in assets and liabilities: — Trade and other receivables (173.4 ) (173.4 ) — Income taxes payable 10.1 10.1 — Prepaid expenses and other current assets (17.6 ) (17.6 ) — Other non-current assets 44.0 44.0 — Accounts payable and accrued expenses 42.6 42.6 — Accrued compensation 98.4 98.4 — Other current and non-current liabilities 58.8 58.8 — Net cash used in operating activities $ 4.4 $ 4.4 $ — Year ended December 31, 2016 As Reported Under Graded Attribution Method As Adjusted Under Straight-line Attribution Method Effect of Change Cash flows from operating activities Net loss (449.5 ) $ (434.6 ) $ (14.9 ) Reconciliation of net loss to net cash used in operating activities: — Depreciation and amortization 260.6 260.6 — Impairment charges 2.6 2.6 — Unrealized foreign exchange loss (gain) (10.7 ) (10.7 ) — Stock-based compensation 66.9 49.0 17.9 Amortization of debt issuance costs 12.6 12.6 — Fees incurred in conjunction with debt modification (3.7 ) (3.7 ) — Change in deferred taxes (63.1 ) (60.1 ) (3.0 ) Bad debt expense 11.9 11.9 — Other non-cash operating activities 1.2 1.2 — Changes in assets and liabilities: — Trade and other receivables (146.9 ) (146.9 ) — Income taxes payable 2.7 2.7 — Prepaid expenses and other current assets 18.4 18.4 — Other non-current assets (137.6 ) (137.6 ) — Accounts payable and accrued expenses 118.3 118.3 — Accrued compensation 11.0 11.0 — Other current and non-current liabilities (29.8 ) (29.8 ) — Net cash used in operating activities $ (335.1 ) $ (335.1 ) $ — The following table compares the reported audited consolidated balance sheet as of December 31, 2018 and the audited consolidated statements of operations for the year ended December 31, 2018 , as a result of the adoption of Topic 606 on January 1, 2018 compared to the pro forma presentation of each respective statement, which assumes the previous guidance remained in effect as of December 31, 2018 (in millions): Balance as of December 31, 2018 Balance Sheet Balance Without Adoption of Topic 606 Adoption Impact As Reported Trade and other receivables $ 1,410.7 $ 52.8 $ 1,463.5 Prepaid expenses and other current assets 182.8 160.6 343.4 Total current assets 2,529.9 213.4 2,743.3 Other non-current assets 463.7 25.8 489.5 Total assets 6,306.8 239.2 6,546.0 Accounts payable and accrued expenses 994.9 52.8 1,047.7 Accrued compensation 709.8 108.1 817.9 Total current liabilities 1,877.8 160.9 2,038.7 Deferred tax liabilities 119.3 17.1 136.4 Other non-current liabilities 347.7 18.9 366.6 Total liabilities 4,989.0 196.9 5,185.9 Accumulated deficit (1,341.2 ) 42.8 (1,298.4 ) Accumulated other comprehensive loss (153.9 ) (0.5 ) (154.4 ) Total equity 1,317.8 42.3 1,360.1 Total liabilities and shareholders’ equity 6,306.8 239.2 6,546.0 Year Ended December 31, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 7,787.1 $ 432.8 $ 8,219.9 Cost of services 6,220.6 421.8 6,642.4 Total costs and expenses 7,785.5 421.8 8,207.3 Operating income 1.6 11.0 12.6 Loss before income taxes (221.8 ) 11.0 (210.8 ) Benefit for income taxes (29.6 ) 4.6 (25.0 ) Net loss $ (192.2 ) $ 6.4 $ (185.8 ) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following table summarizes the changes in the carrying amount of goodwill for the year ended December 31, 2018 (in millions): Americas EMEA APAC Total Balance as of December 31, 2016 $ 1,155.8 $ 204.7 $ 248.1 $ 1,608.6 Acquisitions 93.8 20.9 — 114.7 Measurement period adjustments (0.7 ) (2.2 ) — (2.9 ) Effect of movements in exchange rates and other 0.8 25.6 18.5 44.9 Balance as of December 31, 2017 $ 1,249.7 $ 249.0 $ 266.6 $ 1,765.3 Acquisitions — 30.2 16.1 46.3 Measurement period adjustments 12.7 0.1 2.1 14.9 Effect of movements in exchange rates and other (8.0 ) (13.2 ) (26.8 ) (48.0 ) Balance as of December 31, 2018 $ 1,254.4 $ 266.1 $ 258.0 $ 1,778.5 |
Summary of Finite-Lived Intangible Assets | The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of December 31, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,199.7 (637.1 ) 562.6 Other intangible assets 2 – 13 32.8 (13.2 ) 19.6 Total intangible assets $ 1,778.5 $ (650.3 ) $ 1,128.2 As of December 31, 2017 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,211.5 (468.0 ) 743.5 Other intangible assets 2 – 13 26.9 (10.4 ) 16.5 Total intangible assets $ 1,784.4 $ (478.4 ) $ 1,306.0 |
Summary of Indefinite-Lived Intangible Assets | The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of December 31, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,199.7 (637.1 ) 562.6 Other intangible assets 2 – 13 32.8 (13.2 ) 19.6 Total intangible assets $ 1,778.5 $ (650.3 ) $ 1,128.2 As of December 31, 2017 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,211.5 (468.0 ) 743.5 Other intangible assets 2 – 13 26.9 (10.4 ) 16.5 Total intangible assets $ 1,784.4 $ (478.4 ) $ 1,306.0 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s estimated useful lives are as follows: Furniture and equipment 3 to 20 years Leasehold improvements 2 to 19 years Equipment under capital lease Shorter of lease term or asset useful life Software 1 to 10 years Property and equipment consist of the following (in millions): As of December 31, 2018 2017 Software $ 189.9 $ 168.4 Plant and equipment 134.9 127.7 Leasehold improvements 205.8 170.2 Equipment under capital lease 43.6 29.8 Software under development 20.2 11.7 Construction in progress 12.2 11.7 606.6 519.5 Less: Accumulated depreciation (292.8 ) (215.2 ) Total property and equipment, net $ 313.8 $ 304.3 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivatives | The following table presents the fair value of derivatives as of December 31, 2018 and 2017 (in millions): December 31, 2018 December 31, 2017 Assets Liabilities Assets Liabilities Derivative Instrument Notional Fair Value Fair Value Fair Value Fair Value Designated: Cash flow hedges: Cross-currency interest rate swaps $ — $ — $ — $ 7.1 $ 0.4 Interest rate swaps 1,800.0 — 25.1 0.5 — Interest rate caps — — — 8.9 — Net investment hedges: Foreign currency net investment hedges — — — — 0.7 Non-designated: Foreign currency forward contracts 406.6 0.5 0.8 0.8 2.2 |
Schedule of Effect of Derivatives As Hedges, Net of Applicable Income Taxes | The following tables presents the effect of derivatives designated as hedges, net of applicable income taxes, in the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 (in millions): Beginning Accumulated Other Comprehensive Loss (Gain) Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) (1) Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) (2) Ending Accumulated Other Comprehensive Loss (Gain) Year Ended December 31, 2016 Foreign currency cash flow hedges $ 0.1 $ (13.2 ) $ 14.0 $ 0.9 Foreign currency net investment hedges (2.3 ) 0.4 — (1.9 ) Interest rate cash flow hedges 4.7 (18.2 ) (2.9 ) (16.4 ) $ 2.5 $ (31.0 ) $ 11.1 $ (17.4 ) Year Ended December 31, 2017 Foreign currency cash flow hedges $ 0.9 $ 11.0 $ (9.7 ) $ 2.2 Foreign currency net investment hedges (1.9 ) 2.6 — 0.7 Interest rate cash flow hedges (16.4 ) 1.0 (7.1 ) (22.5 ) $ (17.4 ) $ 14.6 $ (16.8 ) $ (19.6 ) Year Ended December 31, 2018 Foreign currency cash flow hedges $ 2.2 $ (7.3 ) $ 5.1 $ — Foreign currency net investment hedges 0.7 (1.3 ) — (0.6 ) Interest rate cash flow hedges (22.5 ) 1.1 8.1 (13.3 ) $ (19.6 ) $ (7.5 ) $ 13.2 $ (13.9 ) (1) Amount is net of related income tax expense (benefit) of $0.7 million , $(2.9) million and $5.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. (2) Amount is net of related income tax (expense) benefit of $(1.9) million , $3.7 million and $(1.9) million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Long-term Debt and Other Borr_2
Long-term Debt and Other Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in millions): As of December 31, 2018 December 31, 2017 Collateralized: 2018 First Lien Loan, net of unamortized discount and issuance costs of $31.9 million and $0.0 million $ 2,661.3 $ — First Lien Loan, as amended, net of unamortized discount and issuance costs of $0.0 million and $44.6 million — 2,341.1 Second Lien Loan, as amended, net of unamortized discount and issuance costs of $0.0 million and $10.0 million — 460.0 Capital lease liability 19.5 15.3 Notes payable to former stockholders 0.4 21.2 Total long-term debt 2,681.2 2,837.6 Less current portion (37.0 ) (53.6 ) Total non-current long-term debt $ 2,644.2 $ 2,784.0 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of defined benefit plans disclosure | The net asset/ liability for defined benefit plans is presented within Other non-current liabilities and is comprised of the following (in millions): As of December 31, 2018 As of December 31, 2017 Present value of funded obligations $ (182.9 ) $ (222.6 ) Fair value of defined benefit plan assets 188.2 213.6 Net asset/(liability) $ 5.3 $ (9.0 ) |
Schedule of changes in net liability for defined benefit plans | Changes in the net asset/ liability for defined benefit plans were as follows (in millions): As of December 31, 2018 As of December 31, 2017 Change in pension benefit obligations: Balance at beginning of year $ (222.6 ) $ (274.5 ) Service cost — (3.3 ) Interest cost (5.1 ) (7.2 ) Actuarial gains (losses) 17.2 (7.2 ) Benefits paid 14.3 16.1 Curtailments, settlements and terminations — 83.2 Foreign exchange movement 13.3 (29.7 ) Balance at end of year (182.9 ) (222.6 ) Change in pension plan assets: Balance at beginning of year 213.6 243.6 Actual return on plan assets (7.5 ) 20.5 Employer contributions 9.5 9.9 Benefits paid (14.3 ) (16.1 ) Curtailments, settlements and terminations — (71.0 ) Foreign exchange movement (13.1 ) 26.7 Balance at end of year 188.2 213.6 Over funded (unfunded) status at end of year $ 5.3 $ (9.0 ) |
Schedule of net periodic benefit costs | Total amounts recognized in the consolidated statements of operations were as follows (in millions): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Service and other cost $ — $ (2.6 ) $ (0.4 ) Interest cost (5.1 ) (7.2 ) (7.0 ) Expected return on assets 8.4 8.9 9.0 Curtailments, settlements and terminations — 9.6 — Amortization of net loss (0.1 ) (0.3 ) (0.1 ) Net periodic pension benefit $ 3.2 $ 8.4 $ 1.5 |
Schedule of actuarial gains and losses recognized in accumulated other comprehensive loss | Total actuarial gains and losses recognized in Accumulated other comprehensive loss were as follows (in millions): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Cumulative actuarial (losses) gains at beginning of year $ (6.4 ) $ (10.8 ) $ 0.5 Actuarial gains (losses) recognized during the period, net of tax 1 1.8 3.3 (12.7 ) Amortization of net loss 0.1 0.3 0.1 Curtailments, settlements and terminations — 2.1 — Foreign exchange movement 1.1 (1.3 ) 1.3 Cumulative actuarial losses at end of year $ (3.4 ) $ (6.4 ) $ (10.8 ) (1) Actuarial (losses) gains recognized are reported net of tax benefit (expense) of $0.6 million , $(1.1) million and $2.6 million for the years ended December 31, 2018 , 2017 and 2016 respectively. |
Schedule of assumptions used | Principal actuarial assumptions Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Discount rate 2.9% 2.4% 2.5% Expected return on plan assets 4.2% 4.3% 3.8% The Company evaluates these assumptions on a regular basis taking into consideration current market conditions and historical market data. A lower discount rate would increase the present value of the benefit obligation. Other changes in actuarial assumptions, such as plan participants’ life expectancy, can also have a material impact on the net benefit obligation. Major categories of plan assets: As of December 31, 2018 As of December 31, 2017 Equity instruments 43% 55% Debt, cash and other instruments 57% 45% 100% 100% |
Schedule of expected benefit payments | Expected future benefit payments for the defined benefit pension plans are as follows (in millions): Year Ending 2019 $ 6.5 2020 6.7 2021 6.6 2022 6.8 2023 7.5 From 2024 to 2028 39.7 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Severance and Other Restructuring Accrual Activity | The following table details the Company’s severance and other restructuring accrual activity (in millions): Severance Pay and Benefits Contract Termination and Other Costs Total Balance as of January 1, 2016 $ 32.8 $ 2.5 $ 35.3 Restructuring Charges 18.5 11.0 29.5 Payments and other (1) (28.8 ) (7.5 ) (36.3 ) Balance as of December 31, 2016 22.5 6.0 28.5 Restructuring Charges 12.0 16.5 28.5 Payments and other (1) (8.2 ) (11.4 ) (19.6 ) Balance as of December 31, 2017 26.3 11.1 37.4 Restructuring (credits) charges (5.5 ) 6.4 0.9 Payments and other (1) (18.2 ) (7.4 ) (25.6 ) Balance as of December 31, 2018 $ 2.6 $ 10.1 $ 12.7 (1) Other consists of changes in the liability balance due to foreign currency translation. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before income taxes and income tax provision from continuing operations | The significant components of loss before income taxes and the income tax provision from continuing operations are as follows (in millions): Year Ended Year Ended Year Ended United States $ (65.6 ) $ (231.4 ) $ (280.3 ) Other countries (145.2 ) (110.4 ) (178.6 ) Loss before income tax $ (210.8 ) $ (341.8 ) $ (458.9 ) Year Ended Year Ended Year Ended United States federal: Current $ (3.2 ) $ 1.4 $ (4.9 ) Deferred (47.8 ) (180.4 ) (46.1 ) Total United States federal income taxes (51.0 ) (179.0 ) (51.0 ) United States state and local: Current (0.2 ) 17.1 2.4 Deferred (1.1 ) 4.6 (4.7 ) Total United States state and local income taxes (1.3 ) 21.7 (2.3 ) All other countries: Current 37.1 44.4 41.5 Deferred (9.8 ) (7.6 ) (12.5 ) Total all other countries income taxes 27.3 36.8 29.0 Total income tax benefit $ (25.0 ) $ (120.5 ) $ (24.3 ) |
Schedule of reconciliation of effective tax rate | Differences between income tax expense reported for financial reporting purposes and tax expense computed based upon the application of the United States federal tax rate to the reported loss before income taxes are as follows (in millions): Year Ended Year Ended Year Ended Reconciliation of effective tax rate Loss before income taxes $ (210.8 ) $ (341.8 ) $ (458.9 ) Taxes at the statutory rate (44.9 ) (119.7 ) (160.6 ) Adjusted for: State taxes, net of the federal benefit (1.2 ) 8.7 1.5 Other permanent adjustments 11.3 (5.3 ) 0.1 Foreign tax rate differential 0.5 13.3 22.1 Change in valuation allowance 41.1 30.5 79.5 Impact of repatriation (0.7 ) 7.7 19.8 Uncertain tax positions 0.7 11.3 5.2 Transfer pricing — (13.1 ) — Other, net (2.6 ) 7.0 8.1 Impact of US tax reform (29.2 ) — (60.9 ) — Income tax benefit $ (25.0 ) $ (120.5 ) $ (24.3 ) |
Schedule of deferred tax assets and liabilities | The tax effect of temporary differences that gave rise to deferred tax assets and liabilities are as follows (in millions): As of December 31, 2018 As of December 31, 2017 Deferred tax assets Liabilities $ 107.8 $ 69.4 Deferred expenditures 73.6 36.8 Employee benefits 45.5 66.9 Tax losses / credits 199.2 259.7 Intangible assets 18.5 20.1 Other 10.8 7.6 455.4 460.5 Less: valuation allowance (206.6 ) (223.3 ) Total deferred tax assets $ 248.8 $ 237.2 Deferred tax liabilities Property, plant and equipment $ (25.2 ) $ (17.4 ) Intangible assets (259.7 ) (285.9 ) Income recognition (16.3 ) — Other — (24.8 ) Total deferred tax liabilities (301.2 ) (328.1 ) Total net deferred tax liabilities $ (52.4 ) $ (90.9 ) |
Schedule of unrecognized tax benefits | Changes in the Company’s unrecognized tax benefits are (in millions): Year Ended Year Ended Year Ended Beginning of year $ 26.3 $ 21.1 $ 17.8 Increases from prior period tax positions 1.3 7.6 9.0 Decreases from prior period tax positions (3.0 ) (0.7 ) (8.5 ) Decreases from statute of limitations expirations — — (0.2 ) Increases from current period tax positions 0.2 4.4 4.9 Decreases relating to settlements with taxing authorities (1.3 ) (6.1 ) (1.9 ) End of year $ 23.5 $ 26.3 $ 21.1 |
Summary of operating loss carryforwards | The jurisdictional location of the operating loss carryover is broken out as follows: As of Range of expiration dates United States $ 68.0 2019 - Indefinite All other countries 123.0 2019 - Indefinite Total $ 191.0 |
Stock-based Payments (Tables)
Stock-based Payments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value Valuation Assumptions | As the performance-based options contain a market condition, the Company has determined the fair value of these options using a Monte Carlo simulation model, which used the following assumptions: 2018 2017 2016 Exercise price $ 17.00 $ 17.00 $ 12.30 Expected term (in years) (1) 1.1 years 1.2 years 1.9 years Risk-free interest rate (2) 1.9% to 2.0% 0.4% to 1.5% 0.4% to 1.5% Historical volatility rate 22.3% to 27.1% 25.4% to 29.0% 25.4% to 29.0% Dividend yield — % — % — % (1) The expected term is an average expected term. The expected term assumption is based on an expected liquidity date probability distribution over the course of the next one to two years. (2) The rate used for the awards granted in 2018 , 2017 and 2016 is based on zero-coupon risk-free rates with a term equal to the expected term. The resulting rates range from 0.4% to 2.0% . Fair value of time-based options was determined using the Black-Scholes model using the following assumptions: 2018 2017 2016 Exercise price $ 17.00 $ 17.00 $ 12.29 Expected option life 6.4 years 5.5 years 6.3 years Risk-free interest rate 2.8 % 2.3 % 1.8 % Historical volatility rate 29.0 % 26.9 % 31.9 % Dividend yield — % — % — % |
Summary of Outstanding Time-Based and Performance-Based Stock Options | The tables below summarize the Company’s outstanding performance-based stock options (in millions, except for per share amounts): Performance-Based Options Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2015 2.4 $ 10.00 9.4 $ 4.7 Granted 1.2 12.30 Forfeited 0.0 12.00 Outstanding as of December 31, 2016 3.6 $ 10.90 8.6 $ 22.2 Granted 0.1 17.00 Modified (1) (1.3 ) 11.06 Forfeited (0.8 ) 10.50 Outstanding as of December 31, 2017 1.6 $ 11.23 7.8 $ 9.5 Granted 0.1 17.00 Forfeited (0.2 ) 11.98 Outstanding as of December 31, 2018 (2) 1.5 $ 11.48 6.9 $ 4.5 Exercisable as of December 31, 2018, 2017 and 2016 — $ — — $ — (1) As discussed above, 1.3 million shares were converted to time-based options during December 2017. (2) During 2018, the Company modified all outstanding performance-based options to include an additional market-based condition. The tables below summarize the Company’s outstanding time-based stock options (in millions, except for per share amounts): Time-Based Options Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2015 1.6 $ 10.00 9.4 $ 3.3 Granted 0.6 12.29 Forfeited 0.0 12.00 Outstanding as of December 31, 2016 2.2 $ 10.65 8.6 $ 14.2 Granted 0.1 17.00 Granted through modification 1.3 11.06 Exercised 0.0 12.00 Forfeited (0.1 ) 11.79 Outstanding as of December 31, 2017 3.5 $ 10.88 8.5 $ 13.8 Granted 0.2 17.00 Exercised (0.3 ) 10.19 Forfeited (0.1 ) 12.58 Outstanding as of December 31, 2018 3.3 $ 11.23 6.8 $ 11.8 Exercisable as of December 31, 2018 1.9 $ 10.35 6.6 $ 7.6 |
Summary of Outstanding RSU's | The following table summarizes the Company’s outstanding RSUs (in millions, except for per share amounts): Co-Investment RSUs Time-Based RSUs Performance-Based RSUs Number of RSUs Weighted Average Fair Value per Share Number of RSUs Weighted Average Fair Value per Share Number of RSUs Weighted Average Fair Value per Share Unvested as of December 31, 2015 0.5 $ 10.00 1.2 $ 11.40 2.5 $ 1.50 Granted (1) 0.3 12.29 7.1 13.60 — — Vested — — (0.7 ) 12.00 — — Forfeited 0.0 12.00 — 12.00 — — Unvested as of December 31, 2016 0.8 $ 10.90 7.6 $ 13.36 2.5 $ 1.50 Granted 0.1 17.00 0.5 17.00 — — Vested (0.1 ) 12.00 (0.9 ) 11.81 — — Forfeited (0.1 ) 12.00 (0.2 ) 12.16 — — Unvested as of December 31, 2017 0.7 $ 11.28 7.0 $ 13.48 2.5 $ 1.50 Granted 0.1 17.00 0.7 17.09 0.2 3.18 Granted through modification — — 1.8 18.08 0.9 17.29 Vested (0.1) 10.32 (1.6 ) 14.63 (0.2 ) 17.29 Modified — — — — (2.7 ) 1.56 Forfeited (0.1) 11.77 (0.1 ) 13.44 — — Unvested as of December 31, 2018 0.6 $ 11.50 7.8 $ 14.63 0.7 $ 15.94 (1) In November 2016, 1.8 million shares granted were liability classified. |
Summary of Compensation Expense Related to RSUs | The following table summarizes the Company's compensation expense related to RSUs (in millions): Year Ended December 31, Unrecognized at December 31, 2018 2018 2017 2016 Time-Based RSUs $ 43.8 $ 20.0 $ 18.2 $ 66.0 Co-Investment RSUs 0.6 1.5 2.2 0.5 Performance-Based RSUs 15.4 — — 0.3 Equity classified compensation cost $ 59.8 21.5 $ 20.4 $ 66.8 Liability classified compensation cost (1) 4.9 8.1 1.8 — Total RSU stock-based compensation cost 64.7 $ 29.6 $ 22.2 $ 66.8 (1) In the third quarter of 2018, all liability classified awards were reclassified to equity, due to certain contingencies being lifted. |
Summary of Expense Related to DPO | The following table summarizes the Company's expense related to the DPO for those who elected to receive their consideration in shares (in millions): Year Ended December 31, 2018 2017 2016 Employees $ 9.9 $ 9.5 $ 10.8 Non-employees 3.6 13.7 15.3 Total DPO expense $ 13.5 $ 23.2 $ 26.1 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments, operating leases | As of December 31, 2018 , the obligations described above as well as the aggregate maturities of long-term debt are as summarized below (in millions): Operating Leases Capital Leases Long-term Debt Total 2019 $ 152.9 $ 9.3 $ 27.1 $ 189.3 2020 139.3 6.4 27.2 172.9 2021 112.8 2.3 27.0 142.1 2022 96.3 0.4 27.0 123.7 2023 80.4 — 27.0 107.4 Thereafter 210.2 — 2,558.3 2,768.5 Totals $ 791.9 $ 18.4 $ 2,693.6 $ 3,503.9 |
Schedule of future minimum rental payments, capital leases | As of December 31, 2018 , the obligations described above as well as the aggregate maturities of long-term debt are as summarized below (in millions): Operating Leases Capital Leases Long-term Debt Total 2019 $ 152.9 $ 9.3 $ 27.1 $ 189.3 2020 139.3 6.4 27.2 172.9 2021 112.8 2.3 27.0 142.1 2022 96.3 0.4 27.0 123.7 2023 80.4 — 27.0 107.4 Thereafter 210.2 — 2,558.3 2,768.5 Totals $ 791.9 $ 18.4 $ 2,693.6 $ 3,503.9 |
Schedule of maturities, long-term debt | As of December 31, 2018 , the obligations described above as well as the aggregate maturities of long-term debt are as summarized below (in millions): Operating Leases Capital Leases Long-term Debt Total 2019 $ 152.9 $ 9.3 $ 27.1 $ 189.3 2020 139.3 6.4 27.2 172.9 2021 112.8 2.3 27.0 142.1 2022 96.3 0.4 27.0 123.7 2023 80.4 — 27.0 107.4 Thereafter 210.2 — 2,558.3 2,768.5 Totals $ 791.9 $ 18.4 $ 2,693.6 $ 3,503.9 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Aggregate amounts included in the determination of income before income taxes that resulted from transactions with equity accounted investees were as follows (in millions): Year Ended December 31, 2018 2017 2016 Sales $ 0.4 $ 0.5 $ 1.2 Purchases 0.7 0.1 0.8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2018 and 2017 (in millions): As of December 31, 2018 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 173.5 $ 173.5 $ — $ — Deferred compensation plan assets 48.8 48.8 — — Foreign currency forward contracts 0.5 — 0.5 — Deferred purchase price receivable 140.1 — — 140.1 Total $ 362.9 $ 222.3 $ 0.5 $ 140.1 Liabilities Deferred compensation plan liabilities $ 47.7 $ 47.7 $ — $ — Foreign currency forward contracts 0.8 — 0.8 — Interest rate swap agreements 25.1 — 25.1 — Earn-out liabilities 38.3 — — 38.3 Total $ 111.9 $ 47.7 $ 25.9 $ 38.3 As of December 31, 2017 Total Level 1 Level 2 Level 3 Assets Deferred compensation plan assets $ 59.7 $ 59.7 $ — $ — Foreign currency forward contracts 0.8 — 0.8 — Cross-currency interest rate swaps 7.1 — 7.1 — Interest rate cap agreements 8.9 — 8.9 — Interest rate swap agreements 0.5 — 0.5 — Deferred purchase price receivable 41.9 — — 41.9 Total $ 118.9 $ 59.7 $ 17.3 $ 41.9 Liabilities Deferred compensation plan liabilities $ 59.6 $ 59.6 $ — $ — Foreign currency forward contracts 2.2 — 2.2 — Cross-currency interest rate swaps 0.4 — 0.4 — Foreign currency net investment hedges 0.7 — 0.7 — Earn-out liabilities 51.3 — — 51.3 Total $ 114.2 $ 59.6 $ 3.3 $ 51.3 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The table below presents a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions): Earn-out Liabilities 2018 2017 Balance as of January 1, $ 51.3 $ 30.5 Purchases/additions 5.9 26.8 Net change in fair value and other adjustments 3.4 7.2 Payments (22.3 ) (13.2 ) Balance as of December 31, $ 38.3 $ 51.3 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flows and non-cash investing and financing activities are as follows (in millions): Year Ended December 31, 2018 2017 2016 Cash paid for: Interest $ 184.0 $ 142.1 $ 128.2 Income taxes 50.6 36.8 36.1 Non-cash investing/financing activities: Property and equipment acquired through capital leases 7.2 14.0 2.9 Deferred and contingent payment obligation incurred through acquisitions 21.1 50.3 71.5 Equity issued in conjunction with acquisitions 0.7 1.0 3.5 Increase in beneficial interest in a securitization 13.2 41.9 — The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated audited consolidated balance sheets to the sum of such amounts presented in the audited consolidated statements of cash flows (in millions): Year Ended December 31, 2018 2017 2016 Cash and cash equivalents, beginning of period $ 405.6 $ 382.3 $ 530.4 Restricted cash recorded in Prepaid expenses and other current assets, beginning of period 62.3 42.5 $ 17.5 Total cash, cash equivalents and restricted cash in the statements of cash flows, beginning of period $ 467.9 $ 424.8 $ 547.9 Cash and cash equivalents, end of period $ 895.3 $ 405.6 $ 382.3 Restricted cash recorded in Prepaid expenses and other current assets, end of period 70.1 62.3 $ 42.5 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, end of period $ 965.4 $ 467.9 $ 424.8 |
Parent Company Information (Tab
Parent Company Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Balance Sheet | Cushman & Wakefield plc Parent Company Information Condensed Balance Sheets As of December 31, (in millions, except per share data) 2018 2017 Assets Cash $ 10.5 $ — Accounts receivables 34.9 — Investments in subsidiaries 1,348.9 606.1 Total assets $ 1,394.3 $ 606.1 Liabilities and Equity Liabilities Trade and other payables $ 34.2 $ 1.1 Other liabilities — 105.6 Total liabilities 34.2 106.7 Equity Ordinary shares, nominal value $0.10 per share, 216.6 shares issued and outstanding at December 31, 2018 and ordinary shares nominal value $10.00 per share, 145.1 shares issued and outstanding at December 31, 2017 21.7 1,451.3 Additional paid-in-capital 2,791.2 283.8 Accumulated deficit (1,298.4 ) (1,148.5 ) Accumulated other comprehensive loss (154.4 ) (87.2 ) Total equity 1,360.1 499.4 Total liabilities and equity $ 1,394.3 $ 606.1 |
Condensed Income Statement | Parent Company Information Condensed Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, (in millions) 2018 2017 2016 Interest and other income $ 2.6 $ — $ — Interest and other expense (17.9 ) (5.8 ) (5.5 ) Loss in earnings of subsidiaries (170.5 ) (215.5 ) (428.7 ) Loss before taxes (185.8 ) (221.3 ) (434.2 ) Tax — — — Net loss attributable to the Parent Company (185.8 ) (221.3 ) (434.2 ) Other comprehensive income (loss), net of tax: — — — Other comprehensive income (loss) of subsidiaries (67.2 ) 61.3 (76.0 ) Comprehensive loss attributable to the Parent Company $ (253.0 ) $ (160.0 ) $ (510.2 ) |
Condensed Statement of Comprehensive Income | Parent Company Information Condensed Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, (in millions) 2018 2017 2016 Interest and other income $ 2.6 $ — $ — Interest and other expense (17.9 ) (5.8 ) (5.5 ) Loss in earnings of subsidiaries (170.5 ) (215.5 ) (428.7 ) Loss before taxes (185.8 ) (221.3 ) (434.2 ) Tax — — — Net loss attributable to the Parent Company (185.8 ) (221.3 ) (434.2 ) Other comprehensive income (loss), net of tax: — — — Other comprehensive income (loss) of subsidiaries (67.2 ) 61.3 (76.0 ) Comprehensive loss attributable to the Parent Company $ (253.0 ) $ (160.0 ) $ (510.2 ) |
Condensed Cash Flow Statement | Cushman & Wakefield plc Parent Company Information Condensed Statements of Cash Flows Year Ended December 31, (in millions) 2018 2017 2016 Cash flows from operating activities: Net loss $ (185.8 ) $ (221.3 ) $ (434.2 ) Reconciliation of net loss to net cash (used in) provided by operating activities: Loss in earnings of subsidiaries 170.5 215.5 428.7 Unrealized foreign exchange gain — — (0.2 ) Increase in trade and other receivables (128.7 ) — — Increase in trade and other payables 20.0 0.5 0.7 Increase in other liabilities 6.2 5.8 5.7 Net cash provided by (used in) operating activities (117.8 ) 0.5 0.7 Cash flows from investing activities: Investment in subsidiaries (865.5 ) (22.5 ) (33.9 ) Net cash used in investing activities (865.5 ) (22.5 ) (33.9 ) Cash flows from financing activities: Proceeds from issuance of common stock — 22.0 33.2 Proceeds from initial public offering, net of underwriting 831.4 — — Proceeds from private placement 179.5 — — Payments of initial public offering and private placement costs (17.3 ) — — Other financing activities 0.2 — — Net cash provided by financing activities 993.8 22.0 33.2 Change in cash and cash equivalents 10.5 — — Cash and cash equivalents, beginning of year — — — Cash and cash equivalents, end of year $ 10.5 $ — $ — Supplemental disclosure of non-cash activities: Accretion of deferred purchase obligation 19.7 20.8 21.8 Capital contributions to subsidiaries — 6.2 22.6 Stock-based compensation 51.4 43.3 44.5 Acquisition and disposal of non-controlling interest — 2.0 (11.4 ) |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The tables on the following pages set forth certain consolidated statements of operations data for each of our past eight quarters. In management’s view, this information has been presented on the same basis as the audited consolidated financial statements and includes all adjustments, consisting only of normal recurring adjustments and accruals, we consider necessary for a fair presentation. The unaudited consolidated quarterly financial information includes where applicable, retrospective application of accounting standards that became effective in the first quarter of 2018. The unaudited consolidated quarterly financial information should be read in conjunction with our consolidated financial statements. The operating results for any quarter are not necessarily indicative of the results for any future period. For the Three Months Ended (in millions, except per share amounts) March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Total revenue $ 1,767.7 $ 1,974.3 $ 2,076.0 2,401.9 Operating (loss)/income (81.9 ) 30.6 20.6 43.2 Net loss (92.9 ) (33.5 ) (41.4 ) (18.0 ) Net loss per share, basic (0.64 ) (0.23 ) (0.22 ) (0.09 ) Net loss per share, diluted (0.64 ) (0.23 ) (0.22 ) (0.09 ) In the fourth quarter of 2018, the Company changed its policy for recognizing stock-based compensation expense for awards with service conditions only from the graded attribution method to the straight-line attribution method. For the three months ended March 31, 2018, June 30, 2018 and September 30, 2018, net loss and net loss per share, basic and diluted, (increased)/decreased by $(0.9) million , $(1.3) million and $7.3 million and $(0.01) , $(0.01) and $0.04 , respectively, as a result of the retrospective application of the policy. For the Three Months Ended (in millions, except per share amounts) March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Total revenue $ 1,461.3 $ 1,700.6 $ 1,709.3 $ 2,052.7 Operating (loss)/income $ (118.2 ) $ (35.6 ) $ (54.5 ) $ 37.2 Net (loss) income (117.9 ) (47.0 ) (78.6 ) 22.2 Net (loss) earnings per share, basic (0.82 ) (0.33 ) (0.55 ) 0.15 Net (loss) earnings per share, diluted (0.82 ) (0.33 ) (0.55 ) 0.14 In the fourth quarter of 2018, the Company changed its policy for recognizing stock-based compensation expense for awards with service conditions only from the graded attribution method to the straight-line attribution method. For the three months ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, net (loss)/income and net loss per share, basic and diluted, decreased/(increased) by $1.7 million , $0.4 million , $0.0 million and $(2.9) million and $0.01 , $0.00 , $0.00 and $(0.02) , respectively, as a result of the retrospective application of the policy. |
Organization and Business Ove_2
Organization and Business Overview - Narrative (Details) $ / shares in Units, employee in Thousands, shares in Millions, $ in Billions | Aug. 07, 2018USD ($)shares | Aug. 06, 2018$ / sharesshares | Jul. 19, 2018 | Sep. 01, 2015USD ($) | Nov. 05, 2014USD ($) | Dec. 31, 2018employeecountryoffice | Jul. 12, 2018$ / shares | Nov. 25, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock split ratio | 0.1 | |||||||
Ordinary shares, nominal value per share (in dollars per share) | $ / shares | $ 0.01 | |||||||
Number of offices | office | 400 | |||||||
Number of countries | country | 70 | |||||||
Number of employees | employee | 51 | |||||||
IPO | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued (in shares) | shares | 51.8 | |||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 17 | |||||||
Concurrent Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued (in shares) | shares | 10.6 | |||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 17 | |||||||
IPO and Current Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds, IPO | $ | $ 1 | |||||||
DTZ Jersey Holdings Limited | DTZ Group | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Cash paid | $ | $ 1.1 | |||||||
Percentage acquired | 100.00% | |||||||
DTZ Jersey Holdings Limited | C&W Group, Inc. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Cash paid | $ | $ 1.9 | |||||||
Percentage acquired | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | Jan. 01, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Equity method investments | $ 8.7 | $ 7.9 | |||
Equity securities without readily determinable fair value | 14.6 | 5.3 | |||
Advertising costs | 52.7 | 54.7 | $ 48.2 | ||
Restricted cash | 70.1 | 62.3 | |||
Foreign currency transaction gain (loss) | (5.6) | 2.6 | $ 6.1 | ||
Additional paid-in capital | 2,791.2 | 283.8 | $ 187.2 | ||
Accumulated deficit | (1,298.4) | (1,148.5) | (493) | ||
Accounting Standards Update 2016-15 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Net cash inflow, investing activities | 85 | ||||
(Decrease) increase in beneficial interest in a securitization | 41.9 | ||||
Other current liabilities | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred lease incentive liabilities | 7.7 | 6 | |||
Other non-current liabilities | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred lease incentive liabilities | 44.6 | 49.2 | |||
Subsequent Event | Scenario, Forecast | Minimum | Accounting Standards Update 2016-02 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
ROU assets | $ 515 | ||||
Lease liabilities | 595 | ||||
Subsequent Event | Scenario, Forecast | Maximum | Accounting Standards Update 2016-02 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
ROU assets | 565 | ||||
Lease liabilities | $ 645 | ||||
Previously Reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Additional paid-in capital | 2,817 | 305 | 191.2 | ||
Accumulated deficit | $ (1,318.6) | $ (1,165.2) | $ (495.6) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 19 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 1 year |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of effect of change in principle on statements of operations (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue | $ 2,401.9 | $ 2,076 | $ 1,974.3 | $ 1,767.7 | $ 2,052.7 | $ 1,709.3 | $ 1,700.6 | $ 1,461.3 | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 |
Costs and expenses: | |||||||||||
Cost of services (exclusive of depreciation and amortization) | 6,642.4 | 5,639.8 | 5,067.8 | ||||||||
Operating, administrative and other | 1,271.1 | 1,156.1 | 1,150.6 | ||||||||
Depreciation and amortization | 290 | 270.6 | 260.6 | ||||||||
Restructuring, impairment and related charges | 3.8 | 28.5 | 32.1 | ||||||||
Total costs and expenses | 8,207.3 | 7,095 | 6,511.1 | ||||||||
Operating income (loss) | 43.2 | 20.6 | 30.6 | (81.9) | 37.2 | (54.5) | (35.6) | (118.2) | 12.6 | (171.1) | (295.4) |
Interest expense, net of interest income | (228.8) | (183.1) | (171.8) | ||||||||
Earnings from equity method investments | 1.9 | 1.4 | 5.9 | ||||||||
Other income, net | 3.5 | 11 | 2.4 | ||||||||
Loss before income taxes | (210.8) | (341.8) | (458.9) | ||||||||
Benefit from income taxes | (25) | (120.5) | (24.3) | ||||||||
Net loss | $ (18) | (41.4) | (33.5) | (92.9) | 22.2 | (78.6) | (47) | (117.9) | (185.8) | (221.3) | (434.6) |
Less: Net loss attributable to non-controlling interests | 0 | 0 | (0.4) | ||||||||
Net loss attributable to the Company | $ (185.8) | $ (221.3) | $ (434.2) | ||||||||
Basic and diluted loss per share: | |||||||||||
Loss per share attributable to common shareholders (in dollars per share) | $ (1.09) | $ (1.54) | $ (3.07) | ||||||||
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 171.2 | 143.9 | 141.4 | ||||||||
Previously Reported | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 | ||||||||
Costs and expenses: | |||||||||||
Cost of services (exclusive of depreciation and amortization) | 6,640 | 5,639.6 | 5,076.7 | ||||||||
Operating, administrative and other | 1,278.2 | 1,155.4 | 1,159.7 | ||||||||
Depreciation and amortization | 290 | 270.6 | 260.6 | ||||||||
Restructuring, impairment and related charges | 3.8 | 28.5 | 32.1 | ||||||||
Total costs and expenses | 8,212 | 7,094.1 | 6,529.1 | ||||||||
Operating income (loss) | 7.9 | (170.2) | (313.4) | ||||||||
Interest expense, net of interest income | (228.8) | (183.1) | (171.8) | ||||||||
Earnings from equity method investments | 1.9 | 1.4 | 5.9 | ||||||||
Other income, net | 3.5 | 11 | 2.4 | ||||||||
Loss before income taxes | (215.5) | (340.9) | (476.9) | ||||||||
Benefit from income taxes | (26.1) | (120.4) | (27.4) | ||||||||
Net loss | (189.4) | (220.5) | (449.5) | ||||||||
Less: Net loss attributable to non-controlling interests | 0 | (0.4) | |||||||||
Net loss attributable to the Company | $ (189.4) | $ (220.5) | $ (449.1) | ||||||||
Basic and diluted loss per share: | |||||||||||
Loss per share attributable to common shareholders (in dollars per share) | $ (1.11) | $ (1.53) | $ (3.18) | ||||||||
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 171.2 | 143.9 | 141.4 | ||||||||
Adjustment | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue | $ 0 | $ 0 | $ 0 | ||||||||
Costs and expenses: | |||||||||||
Cost of services (exclusive of depreciation and amortization) | (2.4) | (0.2) | 8.9 | ||||||||
Operating, administrative and other | 7.1 | (0.7) | 9.1 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Restructuring, impairment and related charges | 0 | 0 | 0 | ||||||||
Total costs and expenses | 4.7 | (0.9) | 18 | ||||||||
Operating income (loss) | (4.7) | 0.9 | (18) | ||||||||
Interest expense, net of interest income | 0 | 0 | 0 | ||||||||
Earnings from equity method investments | 0 | 0 | 0 | ||||||||
Other income, net | 0 | 0 | 0 | ||||||||
Loss before income taxes | (4.7) | 0.9 | (18) | ||||||||
Benefit from income taxes | (1.1) | 0.1 | (3.1) | ||||||||
Net loss | $ 7.3 | $ (1.3) | $ (0.9) | $ (2.9) | $ 0 | $ 0.4 | $ 1.7 | (3.6) | 0.8 | (14.9) | |
Less: Net loss attributable to non-controlling interests | 0 | 0 | |||||||||
Net loss attributable to the Company | $ (3.6) | $ 0.8 | $ (14.9) | ||||||||
Basic and diluted loss per share: | |||||||||||
Loss per share attributable to common shareholders (in dollars per share) | $ 0.04 | $ (0.01) | $ (0.01) | $ (0.02) | $ 0 | $ 0 | $ 0.01 | $ 0.02 | $ (0.01) | $ 0.11 | |
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 0 | 0 | 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of effect of change in principle on balance sheets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred tax assets | $ 84 | $ 66.6 | |||
Equity | |||||
Ordinary shares | 21.7 | 1,451.3 | |||
Additional paid-in capital | 2,791.2 | 283.8 | $ 187.2 | ||
Accumulated deficit | (1,298.4) | (1,148.5) | (493) | ||
Accumulated other comprehensive loss | (154.4) | (87.2) | |||
Total equity | 1,360.1 | 499.4 | $ 585.5 | $ 1,025.6 | |
Previously Reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred tax assets | 89.6 | 71.1 | |||
Equity | |||||
Ordinary shares | 21.7 | 1,451.3 | |||
Additional paid-in capital | 2,817 | 305 | 191.2 | ||
Accumulated deficit | (1,318.6) | (1,165.2) | $ (495.6) | ||
Accumulated other comprehensive loss | (154.4) | (87.2) | |||
Total equity | 1,365.7 | 503.9 | |||
Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred tax assets | 5.6 | 4.5 | |||
Equity | |||||
Ordinary shares | 0 | 0 | |||
Additional paid-in capital | 25.8 | 21.2 | |||
Accumulated deficit | (20.2) | (16.7) | |||
Accumulated other comprehensive loss | 0 | 0 | |||
Total equity | $ 5.6 | $ 4.5 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of effect of change in principle on statements of cash flows (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||||||||||
Net loss | $ (185.8) | $ (221.3) | $ (434.2) | ||||||||
Net loss | $ (18) | $ (41.4) | $ (33.5) | $ (92.9) | $ 22.2 | $ (78.6) | $ (47) | $ (117.9) | (185.8) | (221.3) | (434.6) |
Reconciliation of net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 290 | 270.6 | 260.6 | ||||||||
Impairment charges | 2.7 | 0 | 2.6 | ||||||||
Unrealized foreign exchange loss (gain) | 8.4 | (7.3) | (10.7) | ||||||||
Stock-based compensation | 81.9 | 52.4 | 49 | ||||||||
Loss on debt extinguishment | 50.4 | 0 | 0 | ||||||||
Amortization of debt issuance costs | 12.5 | 16.5 | 12.6 | ||||||||
Gain on pension curtailment | 0 | (10) | 0 | ||||||||
Fees incurred in conjunction with debt modification | 0 | 0 | (3.7) | ||||||||
Change in deferred taxes | (58.9) | (170.3) | (60.1) | ||||||||
Bad debt expense | 21.7 | 3.9 | 11.9 | ||||||||
Other non-cash operating activities | (3.6) | 7 | 1.2 | ||||||||
Changes in assets and liabilities: | |||||||||||
Trade and other receivables | (235.5) | (173.4) | (146.9) | ||||||||
Income taxes payable | (19.6) | 10.1 | 2.7 | ||||||||
Prepaid expenses and other current assets | (26.9) | (17.6) | 18.4 | ||||||||
Other non-current assets | 84.6 | 44 | (137.6) | ||||||||
Accounts payable and accrued expenses | 74.9 | 42.6 | 118.3 | ||||||||
Accrued compensation | 117.8 | 98.4 | 11 | ||||||||
Other current and non-current liabilities | (216.8) | 58.8 | (29.8) | ||||||||
Net cash (used in) provided by operating activities | (2.2) | 4.4 | (335.1) | ||||||||
Adjustment | |||||||||||
Cash flows from operating activities | |||||||||||
Net loss | (3.6) | 0.8 | (14.9) | ||||||||
Net loss | $ 7.3 | $ (1.3) | $ (0.9) | $ (2.9) | $ 0 | $ 0.4 | $ 1.7 | (3.6) | 0.8 | (14.9) | |
Reconciliation of net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Unrealized foreign exchange loss (gain) | 0 | 0 | 0 | ||||||||
Stock-based compensation | 4.7 | (1) | 17.9 | ||||||||
Loss on debt extinguishment | 0 | ||||||||||
Amortization of debt issuance costs | 0 | 0 | 0 | ||||||||
Gain on pension curtailment | 0 | ||||||||||
Fees incurred in conjunction with debt modification | 0 | ||||||||||
Change in deferred taxes | (1.1) | 0.2 | (3) | ||||||||
Bad debt expense | 0 | 0 | 0 | ||||||||
Other non-cash operating activities | 0 | 0 | 0 | ||||||||
Changes in assets and liabilities: | |||||||||||
Trade and other receivables | 0 | 0 | 0 | ||||||||
Income taxes payable | 0 | 0 | 0 | ||||||||
Prepaid expenses and other current assets | 0 | 0 | 0 | ||||||||
Other non-current assets | 0 | 0 | 0 | ||||||||
Accounts payable and accrued expenses | 0 | 0 | 0 | ||||||||
Accrued compensation | 0 | 0 | 0 | ||||||||
Other current and non-current liabilities | 0 | 0 | 0 | ||||||||
Net cash (used in) provided by operating activities | 0 | 0 | 0 | ||||||||
Previously Reported | |||||||||||
Cash flows from operating activities | |||||||||||
Net loss | (189.4) | (220.5) | (449.1) | ||||||||
Net loss | (189.4) | (220.5) | (449.5) | ||||||||
Reconciliation of net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 290 | 270.6 | 260.6 | ||||||||
Impairment charges | 2.7 | 2.6 | |||||||||
Unrealized foreign exchange loss (gain) | 8.4 | (7.3) | (10.7) | ||||||||
Stock-based compensation | 86.6 | 51.4 | 66.9 | ||||||||
Loss on debt extinguishment | 50.4 | ||||||||||
Amortization of debt issuance costs | 12.5 | 16.5 | 12.6 | ||||||||
Gain on pension curtailment | (10) | ||||||||||
Fees incurred in conjunction with debt modification | (3.7) | ||||||||||
Change in deferred taxes | (60) | (170.1) | (63.1) | ||||||||
Bad debt expense | 21.7 | 3.9 | 11.9 | ||||||||
Other non-cash operating activities | (3.6) | 7 | 1.2 | ||||||||
Changes in assets and liabilities: | |||||||||||
Trade and other receivables | (235.5) | (173.4) | (146.9) | ||||||||
Income taxes payable | (19.6) | 10.1 | 2.7 | ||||||||
Prepaid expenses and other current assets | (26.9) | (17.6) | 18.4 | ||||||||
Other non-current assets | 84.6 | 44 | (137.6) | ||||||||
Accounts payable and accrued expenses | 74.9 | 42.6 | 118.3 | ||||||||
Accrued compensation | 117.8 | 98.4 | 11 | ||||||||
Other current and non-current liabilities | (216.8) | 58.8 | (29.8) | ||||||||
Net cash (used in) provided by operating activities | $ (2.2) | $ 4.4 | $ (335.1) |
Segment Data - Schedule of summ
Segment Data - Schedule of summarized financial information by segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 2,401.9 | $ 2,076 | $ 1,974.3 | $ 1,767.7 | $ 2,052.7 | $ 1,709.3 | $ 1,700.6 | $ 1,461.3 | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 |
Less: Gross contract costs | (2,271.8) | (1,627.3) | (1,406) | ||||||||
Fee-based operating expenses | 5,935.5 | 5,467.7 | 5,105.1 | ||||||||
Adjusted EBITDA | 659.1 | 528.5 | 474.8 | ||||||||
Americas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 5,724.7 | 4,600.2 | 4,124.3 | ||||||||
EMEA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 999.8 | 863.3 | 755.5 | ||||||||
APAC | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 1,495.4 | 1,460.4 | 1,335.9 | ||||||||
Operating segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee-based operating expenses | 5,297 | 4,803.7 | 4,373.7 | ||||||||
Operating segments | Americas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 5,724.7 | 4,600.2 | 4,124.3 | ||||||||
Less: Gross contract costs | (1,684.5) | (1,023.4) | (851.4) | ||||||||
Acquisition accounting adjustments | 2.5 | 20 | 30.6 | ||||||||
Fee revenue | 4,042.7 | 3,596.8 | 3,303.5 | ||||||||
Segment operating expenses | 5,276.9 | 4,275.1 | 3,843.8 | ||||||||
Fee-based operating expenses | 3,592.4 | 3,251.7 | 2,992.4 | ||||||||
Adjusted EBITDA | 450.3 | 344.6 | 311.6 | ||||||||
Operating segments | EMEA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 999.8 | 863.3 | 755.5 | ||||||||
Less: Gross contract costs | (111.9) | (81.3) | (65) | ||||||||
Acquisition accounting adjustments | 0 | 3.2 | (0.8) | ||||||||
Fee revenue | 887.9 | 785.2 | 689.7 | ||||||||
Segment operating expenses | 896.5 | 769.8 | 670.9 | ||||||||
Fee-based operating expenses | 784.6 | 688.5 | 605.9 | ||||||||
Adjusted EBITDA | 107.9 | 108.8 | 90.8 | ||||||||
Operating segments | APAC | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 1,495.4 | 1,460.4 | 1,335.9 | ||||||||
Less: Gross contract costs | (475.4) | (522.6) | (489.6) | ||||||||
Acquisition accounting adjustments | 0 | 0 | 0.3 | ||||||||
Fee revenue | 1,020 | 937.8 | 846.6 | ||||||||
Segment operating expenses | 1,395.4 | 1,386.1 | 1,265 | ||||||||
Fee-based operating expenses | 920 | 863.5 | 775.4 | ||||||||
Adjusted EBITDA | 100.9 | 75.1 | 72.4 | ||||||||
Operating segments | Property, facilities and project management | Americas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 1,698.6 | 1,638.3 | 1,445.4 | ||||||||
Operating segments | Property, facilities and project management | EMEA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 262.1 | 200.5 | 172.9 | ||||||||
Operating segments | Property, facilities and project management | APAC | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 661.4 | 649.7 | 572.4 | ||||||||
Operating segments | Leasing | Americas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 1,481.6 | 1,244.6 | 1,140.7 | ||||||||
Operating segments | Leasing | EMEA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 265 | 256.5 | 229.1 | ||||||||
Operating segments | Leasing | APAC | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 174.1 | 149.7 | 129.1 | ||||||||
Operating segments | Capital markets | Americas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 699.4 | 530.4 | 536.2 | ||||||||
Operating segments | Capital markets | EMEA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 173.5 | 154.3 | 128 | ||||||||
Operating segments | Capital markets | APAC | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 86.7 | 55.8 | 66.6 | ||||||||
Operating segments | Valuation and other | Americas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 163.1 | 183.5 | 181.2 | ||||||||
Operating segments | Valuation and other | EMEA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | 187.3 | 173.9 | 159.7 | ||||||||
Operating segments | Valuation and other | APAC | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Fee revenue | $ 97.8 | $ 82.6 | $ 78.5 |
Segment Data - Schedule of adju
Segment Data - Schedule of adjusted EBITDA (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||
Net loss attributable to the Company | $ (185.8) | $ (221.3) | $ (434.2) |
Depreciation and amortization | 290 | 270.6 | 260.6 |
Interest expense, net of interest income | 228.8 | 183.1 | 171.8 |
Benefit from income taxes | (25) | (120.5) | (24.3) |
Integration and other costs related to acquisitions | 244.7 | 328.3 | 427.1 |
Pre-IPO stock-based compensation | 63.4 | 27.1 | 23.2 |
Cassidy Turley deferred payment obligation | 33 | 44 | 47.6 |
Other | 10 | 17.2 | 3 |
Adjusted EBITDA | $ 659.1 | $ 528.5 | $ 474.8 |
Segment Data - Schedule of reco
Segment Data - Schedule of reconciliation of total costs and expenses to Fee-based operating expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||
Total operating expenses | $ 8,207.3 | $ 7,095 | $ 6,511.1 |
Less: Gross contract costs | (2,271.8) | (1,627.3) | (1,406) |
Fee-based operating expenses | $ 5,935.5 | $ 5,467.7 | $ 5,105.1 |
Segment Data - Schedule of re_2
Segment Data - Schedule of reconciliation of Fee-based operating expenses by segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Fee-based operating expenses | $ 5,935.5 | $ 5,467.7 | $ 5,105.1 |
Depreciation and amortization | 290 | 270.6 | 260.6 |
Integration and other costs related to acquisitions | 242.1 | 305.1 | 397 |
Pre-IPO stock-based compensation | 63.4 | 27.1 | 23.2 |
Cassidy Turley deferred payment obligation | 33 | 44 | 47.6 |
Other | 10 | 17.2 | 3 |
Operating segments | |||
Segment Reporting Information [Line Items] | |||
Fee-based operating expenses | 5,297 | 4,803.7 | 4,373.7 |
Operating segments | Americas | |||
Segment Reporting Information [Line Items] | |||
Fee-based operating expenses | 3,592.4 | 3,251.7 | 2,992.4 |
Operating segments | EMEA | |||
Segment Reporting Information [Line Items] | |||
Fee-based operating expenses | 784.6 | 688.5 | 605.9 |
Operating segments | APAC | |||
Segment Reporting Information [Line Items] | |||
Fee-based operating expenses | $ 920 | $ 863.5 | $ 775.4 |
Segment Data - Schedule of reve
Segment Data - Schedule of revenue by geographical areas (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ 2,401.9 | $ 2,076 | $ 1,974.3 | $ 1,767.7 | $ 2,052.7 | $ 1,709.3 | $ 1,700.6 | $ 1,461.3 | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 |
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 5,403.6 | 4,298.7 | 3,854.4 | ||||||||
Australia | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 589.5 | 711.3 | 630 | ||||||||
United Kingdom | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 425.9 | 364.6 | 359.4 | ||||||||
All other countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ 1,800.9 | $ 1,549.3 | $ 1,371.9 |
Segment Data - Schedule of long
Segment Data - Schedule of long-lived assets by geographical areas (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 313.8 | $ 304.3 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 216.9 | 211.6 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 40.5 | 30.3 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 56.4 | $ 62.4 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Potentially dilutive securities not included in computation (in shares) | 12.2 | 10.2 | 8.6 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss attributable to shareholders | $ (185.8) | $ (221.3) | $ (434.2) | ||||||||
Net loss | $ (18) | $ (41.4) | $ (33.5) | $ (92.9) | $ 22.2 | $ (78.6) | $ (47) | $ (117.9) | $ (185.8) | $ (221.3) | $ (434.6) |
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 171.2 | 143.9 | 141.4 | ||||||||
Basic and diluted loss per common share attributable to shareholders (in dollars per share) | $ (1.09) | $ (1.54) | $ (3.07) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Adoption of new revenue accounting standard (see Note 5) | $ 35.9 | |||||||||||
Revenue | $ 2,401.9 | $ 2,076 | $ 1,974.3 | $ 1,767.7 | $ 2,052.7 | $ 1,709.3 | $ 1,700.6 | $ 1,461.3 | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 | |
Contract assets | 186.4 | 0 | 186.4 | 0 | ||||||||
Total assets | 6,546 | 5,793.4 | 6,546 | 5,793.4 | ||||||||
Prepaid expenses and other current assets | 343.4 | 176.3 | 343.4 | 176.3 | ||||||||
Other non-current assets | 489.5 | 432.8 | 489.5 | 432.8 | ||||||||
Trade and other receivables | 1,463.5 | 1,314 | 1,463.5 | 1,314 | ||||||||
Total liabilities | 5,185.9 | 5,294 | 5,185.9 | 5,294 | ||||||||
Accrued compensation | 817.9 | 864.8 | 817.9 | 864.8 | ||||||||
Deferred tax liabilities | 136.4 | 157.5 | 136.4 | 157.5 | ||||||||
Other non-current liabilities | 366.6 | $ 386.9 | 366.6 | 386.9 | ||||||||
Net loss | (185.8) | $ (221.3) | $ (434.2) | |||||||||
Prepaid expenses and other current assets | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Contract assets | 160.6 | 160.6 | ||||||||||
Other non-current assets | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Contract assets | 25.8 | 25.8 | ||||||||||
Adoption Impact | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Net loss | 6.4 | |||||||||||
Adoption Impact | Accounting Standards Update 2014-09 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | 432.8 | |||||||||||
Total assets | 239.2 | 239.2 | ||||||||||
Prepaid expenses and other current assets | 160.6 | 160.6 | ||||||||||
Other non-current assets | 25.8 | 25.8 | ||||||||||
Trade and other receivables | 52.8 | 52.8 | ||||||||||
Total liabilities | 196.9 | 196.9 | ||||||||||
Accrued compensation | 108.1 | 108.1 | ||||||||||
Deferred tax liabilities | 17.1 | 17.1 | ||||||||||
Other non-current liabilities | $ 18.9 | 18.9 | ||||||||||
Accumulated Deficit | Accounting Standards Update 2014-09 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Adoption of new revenue accounting standard (see Note 5) | 35.9 | |||||||||||
Accumulated Deficit | Adoption Impact | Accounting Standards Update 2014-09 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Adoption of new revenue accounting standard (see Note 5) | $ 35.9 | |||||||||||
Reimbursed expenses | Adoption Impact | Accounting Standards Update 2014-09 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | 400.2 | |||||||||||
Variable consideration | Adoption Impact | Accounting Standards Update 2014-09 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | $ 32.6 |
Revenue - Schedule of significa
Revenue - Schedule of significant changes in contract assets and contract liabilities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Contract Assets | |
Balance as of December 31, 2017 | $ 0 |
Contract assets recognized upon adoption | 144.1 |
Contract assets from revenues earned, not yet invoiced | 140.4 |
Contract assets transferred to accounts receivable | (98.1) |
Balance as of December 31, 2018 | 186.4 |
Contract Liabilities | |
Balance as of December 31, 2017 | 46.4 |
Contract liabilities recognized upon adoption | 0 |
Contract liabilities recognized for cash received in advance | 607.7 |
Contract liabilities reduced due to revenue recognition criteria being satisfied | (587.3) |
Balance as of December 31, 2018 | $ 66.8 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 2,401.9 | $ 2,076 | $ 1,974.3 | $ 1,767.7 | $ 2,052.7 | $ 1,709.3 | $ 1,700.6 | $ 1,461.3 | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 |
Americas | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 5,724.7 | 4,600.2 | 4,124.3 | ||||||||
EMEA | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 999.8 | 863.3 | 755.5 | ||||||||
APAC | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,495.4 | 1,460.4 | 1,335.9 | ||||||||
Property, facilities and project management | Over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 4,877.5 | 4,101.1 | 3,587.7 | ||||||||
Property, facilities and project management | Americas | Over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 3,369.6 | 2,650.3 | 2,290.2 | ||||||||
Property, facilities and project management | EMEA | Over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 371.1 | 278.6 | 235.7 | ||||||||
Property, facilities and project management | APAC | Over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,136.8 | 1,172.2 | 1,061.8 | ||||||||
Leasing | At a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,927.7 | 1,635.9 | 1,580.3 | ||||||||
Leasing | Americas | At a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,487.5 | 1,229.3 | 1,219.8 | ||||||||
Leasing | EMEA | At a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 266.1 | 256.9 | 231.5 | ||||||||
Leasing | APAC | At a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 174.1 | 149.7 | 129 | ||||||||
Capital markets | At a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 962.7 | 741.1 | 626.1 | ||||||||
Capital markets | Americas | At a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 702.4 | 531.4 | 431.5 | ||||||||
Capital markets | EMEA | At a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 173.6 | 153.9 | 128 | ||||||||
Capital markets | APAC | At a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 86.7 | 55.8 | 66.6 | ||||||||
Valuation and other | At a point in time or over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 452 | 445.8 | 421.6 | ||||||||
Valuation and other | Americas | At a point in time or over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 165.2 | 189.2 | 182.8 | ||||||||
Valuation and other | EMEA | At a point in time or over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 189 | 173.9 | 160.3 | ||||||||
Valuation and other | APAC | At a point in time or over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 97.8 | $ 82.7 | $ 78.5 |
Revenue - Impact of new revenue
Revenue - Impact of new revenue guidance on balance sheets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Trade and other receivables | $ 1,463.5 | $ 1,314 | |||
Prepaid expenses and other current assets | 343.4 | 176.3 | |||
Total current assets | 2,743.3 | 1,910.5 | |||
Other non-current assets | 489.5 | 432.8 | |||
Total assets | 6,546 | 5,793.4 | |||
Accounts payable and accrued expenses | 1,047.7 | 771.2 | |||
Accrued compensation | 817.9 | 864.8 | |||
Total current liabilities | 2,038.7 | 1,965.6 | |||
Deferred tax liabilities | 136.4 | 157.5 | |||
Other non-current liabilities | 366.6 | 386.9 | |||
Total liabilities | 5,185.9 | 5,294 | |||
Accumulated deficit | (1,298.4) | (1,148.5) | $ (493) | ||
Accumulated other comprehensive loss | (154.4) | (87.2) | |||
Total equity | 1,360.1 | 499.4 | $ 585.5 | $ 1,025.6 | |
Total liabilities and shareholders’ equity | 6,546 | $ 5,793.4 | |||
Balance Without Adoption of Topic 606 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Trade and other receivables | 1,410.7 | ||||
Prepaid expenses and other current assets | 182.8 | ||||
Total current assets | 2,529.9 | ||||
Other non-current assets | 463.7 | ||||
Total assets | 6,306.8 | ||||
Accounts payable and accrued expenses | 994.9 | ||||
Accrued compensation | 709.8 | ||||
Total current liabilities | 1,877.8 | ||||
Deferred tax liabilities | 119.3 | ||||
Other non-current liabilities | 347.7 | ||||
Total liabilities | 4,989 | ||||
Accumulated deficit | (1,341.2) | ||||
Accumulated other comprehensive loss | (153.9) | ||||
Total equity | 1,317.8 | ||||
Total liabilities and shareholders’ equity | 6,306.8 | ||||
Accounting Standards Update 2014-09 | Adoption Impact | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Trade and other receivables | 52.8 | ||||
Prepaid expenses and other current assets | 160.6 | ||||
Total current assets | 213.4 | ||||
Other non-current assets | 25.8 | ||||
Total assets | 239.2 | ||||
Accounts payable and accrued expenses | 52.8 | ||||
Accrued compensation | 108.1 | ||||
Total current liabilities | 160.9 | ||||
Deferred tax liabilities | 17.1 | ||||
Other non-current liabilities | 18.9 | ||||
Total liabilities | 196.9 | ||||
Accumulated deficit | 42.8 | ||||
Accumulated other comprehensive loss | (0.5) | ||||
Total equity | 42.3 | ||||
Total liabilities and shareholders’ equity | $ 239.2 |
Revenue - Impact of new reven_2
Revenue - Impact of new revenue guidance on statement of operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue | $ 2,401.9 | $ 2,076 | $ 1,974.3 | $ 1,767.7 | $ 2,052.7 | $ 1,709.3 | $ 1,700.6 | $ 1,461.3 | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 |
Cost of services | 6,642.4 | 5,639.8 | 5,067.8 | ||||||||
Total costs and expenses | 8,207.3 | 7,095 | 6,511.1 | ||||||||
Operating income | 43.2 | 20.6 | 30.6 | (81.9) | 37.2 | (54.5) | (35.6) | (118.2) | 12.6 | (171.1) | (295.4) |
Loss before income taxes | (210.8) | (341.8) | (458.9) | ||||||||
Benefit for income taxes | (25) | (120.5) | (24.3) | ||||||||
Net loss | (185.8) | (221.3) | (434.2) | ||||||||
Net loss | $ (18) | $ (41.4) | $ (33.5) | $ (92.9) | $ 22.2 | $ (78.6) | $ (47) | $ (117.9) | (185.8) | $ (221.3) | $ (434.6) |
Balance Without Adoption of Topic 606 | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue | 7,787.1 | ||||||||||
Cost of services | 6,220.6 | ||||||||||
Total costs and expenses | 7,785.5 | ||||||||||
Operating income | 1.6 | ||||||||||
Loss before income taxes | (221.8) | ||||||||||
Benefit for income taxes | (29.6) | ||||||||||
Net loss | (192.2) | ||||||||||
Adoption Impact | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Loss before income taxes | 11 | ||||||||||
Net loss | 6.4 | ||||||||||
Accounting Standards Update 2014-09 | Adoption Impact | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue | 432.8 | ||||||||||
Cost of services | 421.8 | ||||||||||
Total costs and expenses | 421.8 | ||||||||||
Operating income | 11 | ||||||||||
Benefit for income taxes | $ 4.6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 1,765.3 | $ 1,608.6 |
Acquisitions | 46.3 | 114.7 |
Measurement period adjustments | 14.9 | (2.9) |
Effect of movements in exchange rates and other | (48) | 44.9 |
Ending Balance | 1,778.5 | 1,765.3 |
Americas | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 1,249.7 | 1,155.8 |
Acquisitions | 0 | 93.8 |
Measurement period adjustments | 12.7 | (0.7) |
Effect of movements in exchange rates and other | (8) | 0.8 |
Ending Balance | 1,254.4 | 1,249.7 |
EMEA | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 249 | 204.7 |
Acquisitions | 30.2 | 20.9 |
Measurement period adjustments | 0.1 | (2.2) |
Effect of movements in exchange rates and other | (13.2) | 25.6 |
Ending Balance | 266.1 | 249 |
APAC | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 266.6 | 248.1 |
Acquisitions | 16.1 | 0 |
Measurement period adjustments | 2.1 | 0 |
Effect of movements in exchange rates and other | (26.8) | 18.5 |
Ending Balance | $ 258 | $ 266.6 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment charges of goodwill | $ 0 | $ 0 | $ 0 |
Impairment charges of intangible assets | 0 | 0 | 0 |
Amortization expense | 184,200,000 | $ 180,200,000 | $ 179,600,000 |
Amortization expense, 2019 | 180,300,000 | ||
Amortization expense, 2020 | 131,600,000 | ||
Amortization expense, 2021 | 47,000,000 | ||
Amortization expense, 2022 | 44,700,000 | ||
Amortization expense, 2023 | $ 41,200,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, accumulated amortization | $ (650.3) | $ (478.4) |
Gross Value | 1,778.5 | 1,784.4 |
Accumulated Amortization | (650.3) | (478.4) |
Net Value | 1,128.2 | 1,306 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,199.7 | 1,211.5 |
Finite-lived intangible assets, accumulated amortization | (637.1) | (468) |
Finite-lived intangible assets, net value | 562.6 | 743.5 |
Accumulated Amortization | (637.1) | (468) |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 32.8 | 26.9 |
Finite-lived intangible assets, accumulated amortization | (13.2) | (10.4) |
Finite-lived intangible assets, net value | 19.6 | 16.5 |
Accumulated Amortization | $ (13.2) | $ (10.4) |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 1 year | 1 year |
Minimum | Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 2 years | 2 years |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 15 years | 15 years |
Maximum | Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 13 years | 13 years |
C&W trade name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 546 | $ 546 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 606.6 | $ 519.5 | |
Less: Accumulated depreciation | (292.8) | (215.2) | |
Total property and equipment, net | 313.8 | 304.3 | |
Depreciation and amortization | 105.8 | 90.4 | $ 81 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 189.9 | 168.4 | |
Plant and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 134.9 | 127.7 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 205.8 | 170.2 | |
Equipment under capital lease | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 43.6 | 29.8 | |
Software under development | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 20.2 | 11.7 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 12.2 | $ 11.7 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Hedging Activities - Narrative (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($)derivative_instrument | Feb. 28, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)derivative_instrument | Dec. 31, 2017USD ($)derivative_instrument | Dec. 31, 2016USD ($) | |
Unrealized Hedging Losses | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
(Gains) losses reclassified into earnings, pre-tax | $ 900,000 | |||||
Designated | ||||||
Derivative [Line Items] | ||||||
Pre-tax gain included in accumulated other comprehensive loss for interest rate derivatives | $ 16,500,000 | $ 26,900,000 | ||||
Pre-tax gains reclassified within next twelve months | 12,800,000 | |||||
Pre-tax gains (losses) included in accumulated other comprehensive loss for foreign exchange derivatives | $ 300,000 | $ 3,400,000 | ||||
Designated | Interest rate caps | ||||||
Derivative [Line Items] | ||||||
Number of derivative instruments terminated | derivative_instrument | 8 | |||||
Designated | Interest rate swaps | ||||||
Derivative [Line Items] | ||||||
Number of derivative instruments held | derivative_instrument | 4 | |||||
Number of derivative instruments terminated | derivative_instrument | 5 | |||||
Designated | Interest rate hedge | ||||||
Derivative [Line Items] | ||||||
Cash settlement received in exchange for net hedge asset | $ 9,600,000 | $ 34,500,000 | ||||
Designated | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
Cash settlement received in exchange for net hedge asset | $ 13,900,000 | |||||
Designated | Unrealized Hedging Gains | Interest rate hedge | ||||||
Derivative [Line Items] | ||||||
(Gains) losses reclassified into earnings, pre-tax | $ (700,000) | |||||
Non-Designated | Foreign currency forward contracts | ||||||
Derivative [Line Items] | ||||||
Number of derivative instruments held | derivative_instrument | 23 | 24 | ||||
Gain (loss) on derivative instruments | $ 1,000,000 | $ (3,100,000) | $ 1,700,000 | |||
Notional amount | 406,600,000 | 277,500,000 | ||||
Interest Expense | Unrealized Hedging (Losses) Gains | Interest rate hedge | ||||||
Derivative [Line Items] | ||||||
(Gains) losses reclassified into earnings, pre-tax | (9,800,000) | 8,400,000 | 3,500,000 | |||
Interest Expense | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
(Gains) losses reclassified into earnings, pre-tax | (200,000) | |||||
Interest Expense | Unrealized Hedging Losses | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
(Gains) losses reclassified into earnings, pre-tax | 100,000 | (200,000) | ||||
Operating, Administrative and Other | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
(Gains) losses reclassified into earnings, pre-tax | $ (5,100,000) | |||||
Operating, Administrative and Other | Unrealized Hedging Losses | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
(Gains) losses reclassified into earnings, pre-tax | $ 12,000,000 | $ (16,300,000) |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging Activities - Schedule of Fair Value of Derivatives (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Notional | $ 406,600,000 | $ 277,500,000 |
Cash Flow Hedging | Designated | Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Notional | 0 | |
Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Notional | 1,800,000,000 | |
Cash Flow Hedging | Designated | Interest rate caps | ||
Derivative [Line Items] | ||
Notional | 0 | |
Net Investment Hedging | Designated | Foreign currency net investment hedges | ||
Derivative [Line Items] | ||
Notional | 0 | |
Other non-current assets | Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Assets fair value | 500,000 | 800,000 |
Other non-current assets | Cash Flow Hedging | Designated | Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Assets fair value | 0 | 7,100,000 |
Other non-current assets | Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Assets fair value | 0 | 500,000 |
Other non-current assets | Cash Flow Hedging | Designated | Interest rate caps | ||
Derivative [Line Items] | ||
Assets fair value | 0 | 8,900,000 |
Other non-current assets | Net Investment Hedging | Designated | Foreign currency net investment hedges | ||
Derivative [Line Items] | ||
Assets fair value | 0 | 0 |
Other non-current liabilities | Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Liabilities fair value | 800,000 | 2,200,000 |
Other non-current liabilities | Cash Flow Hedging | Designated | Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Liabilities fair value | 0 | 400,000 |
Other non-current liabilities | Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Liabilities fair value | 25,100,000 | 0 |
Other non-current liabilities | Cash Flow Hedging | Designated | Interest rate caps | ||
Derivative [Line Items] | ||
Liabilities fair value | 0 | 0 |
Other non-current liabilities | Net Investment Hedging | Designated | Foreign currency net investment hedges | ||
Derivative [Line Items] | ||
Liabilities fair value | $ 0 | $ 700,000 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Hedging Activities - Schedule of Effect of Derivatives As Hedges, Net of Applicable Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Accumulated Other Comprehensive Loss (Gain) | $ (499.4) | $ (585.5) | $ (1,025.6) |
Ending Accumulated Other Comprehensive Loss (Gain) | (1,360.1) | (499.4) | (585.5) |
Unrealized Hedging (Losses) Gains | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Accumulated Other Comprehensive Loss (Gain) | (19.6) | (17.4) | 2.5 |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (7.5) | 14.6 | (31) |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 13.2 | (16.8) | 11.1 |
Ending Accumulated Other Comprehensive Loss (Gain) | (13.9) | (19.6) | (17.4) |
Amount of loss (gain) recognized, tax expense (benefit) | 0.7 | (2.9) | 5.2 |
Amount of loss (gain) reclassified, tax benefit (expense) | (1.9) | 3.7 | (1.9) |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Accumulated Other Comprehensive Loss (Gain) | 2.2 | 0.9 | 0.1 |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (7.3) | 11 | (13.2) |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 5.1 | (9.7) | 14 |
Ending Accumulated Other Comprehensive Loss (Gain) | 0 | 2.2 | 0.9 |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Interest Rate Hedge | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Accumulated Other Comprehensive Loss (Gain) | (22.5) | (16.4) | 4.7 |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | 1.1 | 1 | (18.2) |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 8.1 | (7.1) | (2.9) |
Ending Accumulated Other Comprehensive Loss (Gain) | (13.3) | (22.5) | (16.4) |
Net Investment Hedging | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Accumulated Other Comprehensive Loss (Gain) | 0.7 | (1.9) | (2.3) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (1.3) | 2.6 | 0.4 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 0 | 0 | 0 |
Ending Accumulated Other Comprehensive Loss (Gain) | $ (0.6) | $ 0.7 | $ (1.9) |
Long-term Debt and Other Borr_3
Long-term Debt and Other Borrowings - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,681.2 | $ 2,837.6 |
Less current portion | (37) | (53.6) |
Total non-current long-term debt | 2,644.2 | 2,784 |
Secured Debt | 2018 First Lien Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 2,661.3 | 0 |
Unamortized discount and issuance costs | 31.9 | 0 |
Secured Debt | First Lien Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 2,341.1 |
Unamortized discount and issuance costs | 0 | 44.6 |
Secured Debt | Second Lien Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 460 |
Unamortized discount and issuance costs | 0 | 10 |
Capital lease liability | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 19.5 | 15.3 |
Notes payable to former stockholders | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0.4 | $ 21.2 |
Long-term Debt and Other Borr_4
Long-term Debt and Other Borrowings - Narrative (Details) | Aug. 21, 2018USD ($) | Aug. 08, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Repayment of borrowings | $ 3,133,200,000 | $ 150,300,000 | $ 313,500,000 | |||
2018 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 3,500,000,000 | |||||
Quarterly principal payment, percentage | 0.25% | |||||
Secured Debt | 2018 First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 2,700,000,000 | |||||
Proceeds from debt, net of stated discount and debt issuance costs | 2,700,000,000 | |||||
Stated discount, amount | 13,500,000 | |||||
Debt issuance costs, amount | 20,400,000 | |||||
Secured Debt | Second Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of loan | $ 450,000,000 | |||||
Write-off of deferred financing fees | $ 8,300,000 | |||||
Prepayment penalty | 2,000,000 | |||||
Secured Debt | First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Write-off of deferred financing fees | $ 39,200,000 | |||||
Repayment of borrowings | 2,600,000,000 | |||||
Repayments of accrued interest | $ 25,900,000 | |||||
Net leverage ratio | 5.80 | 5.80 | ||||
Line of Credit | 2018 Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 810,000,000 | |||||
Line of Credit | First Lien Loan | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding funds drawn | $ 0 | $ 0 | ||||
Commitment fees | 1,500,000 | 1,400,000 | $ 1,100,000 | |||
Line of Credit | First Lien Loan | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 57,600,000 | 57,600,000 | $ 65,500,000 | |||
Borrowing capacity for letters of credit | $ 220,000,000 | $ 220,000,000 | ||||
LIBOR | 2018 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
LIBOR | Secured Debt | 2018 First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 6.00% | 6.00% | ||||
Maximum | Eurodollar Rate | Line of Credit | 2018 Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.75% | |||||
Maximum | Base Rate | Line of Credit | 2018 Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Minimum | Eurodollar Rate | Line of Credit | 2018 Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
Minimum | Base Rate | Line of Credit | 2018 Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Gain on pension curtailment | $ 0 | $ 10 | $ 0 | |
Reclassified losses out of AOCI in relation to settlement | (0.1) | (0.3) | (0.1) | |
Fair value of defined benefit plan assets | 188.2 | 213.6 | 243.6 | |
Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of defined benefit plan assets | 188.2 | 213.6 | ||
Foreign Plan | UK benefit plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contributions | 6.5 | |||
Cassidy Turley, Inc. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Payment made to acquire business | $ 179.8 | |||
Period compensation expense will be recognized | 4 years | |||
Accrued value of cash-settled portion, deferred purchase obligation | $ 128.7 | |||
Accrued shares in lieu of cash settled (in shares) | 7.4 | |||
Accrued value of cash-settled portion | 105.6 | |||
Cost of services and Operating, administrative and other | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan expense | $ 36.1 | 27.8 | $ 26.3 | |
Pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial losses recognized during the period, net of tax | $ 0.1 | |||
Pension plan | Foreign Plan | Netherlands pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Reclassified losses out of AOCI in relation to settlement | $ (2.1) |
Employee Benefits - Schedule of
Employee Benefits - Schedule of net liability for defined benefit plans presented within Other non-current liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Retirement Benefits [Abstract] | ||
Present value of funded obligations | $ (182.9) | $ (222.6) |
Fair value of defined benefit plan assets | 188.2 | 213.6 |
Net asset/(liability) | $ 5.3 | $ (9) |
Employee Benefits - Schedule _2
Employee Benefits - Schedule of changes in net liability for defined benefit plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Change in pension benefit obligations: | |||
Balance at beginning of year | $ (222.6) | $ (274.5) | |
Service cost | 0 | (3.3) | |
Interest cost | (5.1) | (7.2) | $ (7) |
Actuarial gains (losses) | 17.2 | (7.2) | |
Benefits paid | 14.3 | 16.1 | |
Curtailments, settlements and terminations | 0 | 83.2 | |
Foreign exchange movement | 13.3 | (29.7) | |
Balance at end of year | (182.9) | (222.6) | (274.5) |
Change in pension plan assets: | |||
Balance at beginning of year | 213.6 | 243.6 | |
Actual return on plan assets | (7.5) | 20.5 | |
Employer contributions | 9.5 | 9.9 | |
Benefits paid | (14.3) | (16.1) | |
Curtailments, settlements and terminations | 0 | (71) | |
Foreign exchange movement | (13.1) | 26.7 | |
Balance at end of year | 188.2 | 213.6 | $ 243.6 |
Net asset/(liability) | $ 5.3 | $ (9) |
Employee Benefits - Schedule _3
Employee Benefits - Schedule of net periodic benefit costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Service and other cost | $ 0 | $ (2,600) | $ (400) |
Interest cost | (5,100) | (7,200) | (7,000) |
Expected return on assets | 8,400 | 8,900 | 9,000 |
Curtailments, settlements and terminations | 0 | 9,600 | 0 |
Amortization of net loss | (100) | (300) | (100) |
Net periodic pension benefit | $ 3,200 | $ 8,400 | $ 1,500 |
Employee Benefits - Schedule _4
Employee Benefits - Schedule of actuarial gains and losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pension Benefit Plans, Accumulated Net Gains Losses [Roll Forward] | |||
Cumulative actuarial (losses) gains at beginning of year | $ (6,400) | $ (10,800) | $ 500 |
Actuarial gains (losses) recognized during the period, net of tax | 1,800 | 3,300 | (12,700) |
Amortization of net loss | 100 | 300 | 100 |
Curtailments, settlements and terminations | 0 | 2,100 | 0 |
Foreign exchange movement | 1,100 | (1,300) | 1,300 |
Cumulative actuarial losses at end of year | (3,400) | (6,400) | (10,800) |
Actuarial gains (losses) recognized during the period, tax | $ 600 | $ (1,100) | $ 2,600 |
Employee Benefits - Schedule _5
Employee Benefits - Schedule of principal actuarial assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Discount rate | 2.90% | 2.40% | 2.50% |
Expected return on plan assets | 4.20% | 4.30% | 3.80% |
Employee Benefits - Schedule _6
Employee Benefits - Schedule of major categories of plan assets (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Actual allocations | 100.00% | 100.00% |
Equity instruments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual allocations | 43.00% | 55.00% |
Debt, cash and other instruments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual allocations | 57.00% | 45.00% |
Employee Benefits - Schedule _7
Employee Benefits - Schedule of expected benefits payment (Details) $ in Millions | Dec. 31, 2018USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2019 | $ 6.5 |
2020 | 6.7 |
2021 | 6.6 |
2022 | 6.8 |
2023 | 7.5 |
2024-2028 | $ 39.7 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring (credits) charges | $ 0.9 | $ 28.5 | $ 29.5 |
Restructuring accrual in other current liabilities | 6.5 | 30.1 | |
Restructuring accrual in other non-current liabilities | $ 6.2 | $ 7.3 |
Restructuring - Schedule of Sev
Restructuring - Schedule of Severance and Other Restructuring Accrual Activity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 37.4 | $ 28.5 | $ 35.3 |
Restructuring (credits) charges | 0.9 | 28.5 | 29.5 |
Payments and other | (25.6) | (19.6) | (36.3) |
Ending balance | 12.7 | 37.4 | 28.5 |
Severance Pay and Benefits | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 26.3 | 22.5 | 32.8 |
Restructuring (credits) charges | (5.5) | 12 | 18.5 |
Payments and other | (18.2) | (8.2) | (28.8) |
Ending balance | 2.6 | 26.3 | 22.5 |
Contract Termination and Other Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 11.1 | 6 | 2.5 |
Restructuring (credits) charges | 6.4 | 16.5 | 11 |
Payments and other | (7.4) | (11.4) | (7.5) |
Ending balance | $ 10.1 | $ 11.1 | $ 6 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of loss before income tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Loss before income taxes | $ (210.8) | $ (341.8) | $ (458.9) |
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before income taxes | (65.6) | (231.4) | (280.3) |
Other countries | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before income taxes | $ (145.2) | $ (110.4) | $ (178.6) |
Income Taxes - Schedule of co_2
Income Taxes - Schedule of components of income tax provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
United States federal: | |||
Current | $ (3.2) | $ 1.4 | $ (4.9) |
Deferred | (47.8) | (180.4) | (46.1) |
Total United States federal income taxes | (51) | (179) | (51) |
United States state and local: | |||
Current | (0.2) | 17.1 | 2.4 |
Deferred | (1.1) | 4.6 | (4.7) |
Total United States state and local income taxes | (1.3) | 21.7 | (2.3) |
All other countries: | |||
Current | 37.1 | 44.4 | 41.5 |
Deferred | (9.8) | (7.6) | (12.5) |
Total all other countries income taxes | 27.3 | 36.8 | 29 |
Total income tax benefit | $ (25) | $ (120.5) | $ (24.3) |
Income Taxes - Schedule of reco
Income Taxes - Schedule of reconciliation of effective tax rate (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $ (210,800,000) | $ (341,800,000) | $ (458,900,000) |
Taxes at the statutory rate | (44,900,000) | (119,700,000) | (160,600,000) |
Adjusted for: | |||
State taxes, net of the federal benefit | (1,200,000) | 8,700,000 | 1,500,000 |
Other permanent adjustments | 11,300,000 | (5,300,000) | 100,000 |
Foreign tax rate differential | 500,000 | 13,300,000 | 22,100,000 |
Change in valuation allowance | 41,100,000 | 30,500,000 | 79,500,000 |
Impact of repatriation | (700,000) | 7,700,000 | 19,800,000 |
Uncertain tax positions | 700,000 | 11,300,000 | 5,200,000 |
Transfer pricing | 0 | (13,100,000) | 0 |
Other, net | (2,600,000) | 7,000,000 | 8,100,000 |
Impact of US tax reform | (29,200,000) | (60,900,000) | 0 |
Total income tax benefit | $ (25,000,000) | $ (120,500,000) | $ (24,300,000) |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Liabilities | $ 107.8 | $ 69.4 |
Deferred expenditures | 73.6 | 36.8 |
Employee benefits | 45.5 | 66.9 |
Tax losses / credits | 199.2 | 259.7 |
Intangible assets | 18.5 | 20.1 |
Other | 10.8 | 7.6 |
Total deferred tax assets, gross | 455.4 | 460.5 |
Less: valuation allowance | (206.6) | (223.3) |
Total deferred tax assets | 248.8 | 237.2 |
Deferred tax liabilities | ||
Property, plant and equipment | (25.2) | (17.4) |
Intangible assets | (259.7) | (285.9) |
Income recognition | (16.3) | 0 |
Other | 0 | (24.8) |
Total deferred tax liabilities | (301.2) | (328.1) |
Total net deferred tax liabilities | $ (52.4) | $ (90.9) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Valuation allowance | $ 206.6 | $ 223.3 | ||
Unrecognized tax benefits | 23.5 | 26.3 | $ 21.1 | $ 17.8 |
Change in unrecognized tax benefits is reasonably possible | 20.2 | |||
Accrued interest and penalties | 10.1 | 10.5 | ||
Expense for interest and penalties | 1.2 | 2.5 | 8.1 | |
Tax Act, increase in the tax benefit | 89.3 | |||
Effective income tax rate reconciliation, repatriation of foreign earnings | 28.4 | |||
Tax Act, income tax expense | 6.4 | |||
Undistributed foreign earnings | 2,800 | 2,300 | ||
Deferred tax liabilities | 4.8 | |||
Operating loss carryforwards | 191 | 231 | ||
Tax credit carryforwards, foreign | 8.2 | 28.7 | ||
Disallowance carryforwards | 54.1 | 19.7 | ||
Operating Loss Carryforwards [Line Items] | ||||
Benefit from income taxes | (25) | $ (120.5) | $ (24.3) | |
Decrease in valuation allowance | 16.7 | |||
United States | ||||
Income Tax Disclosure [Abstract] | ||||
Operating loss carryforwards | 68 | |||
Operating Loss Carryforwards [Line Items] | ||||
Decrease in valuation allowance | 29.4 | |||
Other countries | ||||
Income Tax Disclosure [Abstract] | ||||
Operating loss carryforwards | 123 | |||
Operating Loss Carryforwards [Line Items] | ||||
Benefit from income taxes | 32.5 | |||
Decrease in valuation allowance | 27.6 | |||
Increase in valuation allowance | $ 49.6 |
Income Taxes - Schedule of unre
Income Taxes - Schedule of unrecognized tax benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of year | $ 26.3 | $ 21.1 | $ 17.8 |
Increases from prior period tax positions | 1.3 | 7.6 | 9 |
Decreases from prior period tax positions | (3) | (0.7) | (8.5) |
Decreases from statute of limitations expirations | 0 | 0 | (0.2) |
Increases from current period tax positions | 0.2 | 4.4 | 4.9 |
Decreases relating to settlements with taxing authorities | (1.3) | (6.1) | (1.9) |
End of year | $ 23.5 | $ 26.3 | $ 21.1 |
Income Taxes - Schedule of oper
Income Taxes - Schedule of operating loss carryovers (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 191 | $ 231 |
United States | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 68 | |
Other countries | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 123 |
Stock-based Payments - Narrativ
Stock-based Payments - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options modified (in shares) | 1.3 | |||
Pre-IPO stock-based compensation | $ 63.4 | $ 27.1 | $ 23.2 | |
Weighted average exercise price per share, exercisable (USD per share) | $ 17 | $ 17 | $ 12 | |
Time-Based Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value granted price (USD per share) | 5.02 | $ 6.13 | 5.02 | 4.81 |
Exercise price per option (USD per share) | $ 17 | $ 17 | $ 17 | $ 12.29 |
Vesting term | 2 years | |||
Options modified (in shares) | 1.3 | 1.3 | ||
Incremental expense | $ 3.7 | |||
Pre-IPO stock-based compensation | $ 6 | $ 5.7 | $ 1.9 | |
Unrecognized compensation cost related to non-vested time-based option awards | $ 6.5 | |||
Period compensation expense will be recognized | 1 year 2 months 12 days | |||
Weighted average exercise price per share, exercisable (USD per share) | $ 10.35 | |||
Performance-Based Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value granted price (USD per share) | $ 2.23 | 1.25 | $ 2.23 | $ 1.42 |
Exercise price per option (USD per share) | $ 17 | $ 17 | 17 | $ 12.30 |
Pre-IPO stock-based compensation | $ 1.4 | |||
Unrecognized compensation cost related to non-vested time-based option awards | $ 12.4 | |||
Modified (USD per share) | $ 9.13 | $ 11.06 | ||
Weighted average exercise price per share, exercisable (USD per share) | $ 0 | |||
Performance-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pre-IPO stock-based compensation | $ 15.4 | $ 0 | $ 0 | |
Modified (USD per share) | $ 1.56 | |||
Granted (USD per share) | $ 3.18 | $ 0 | $ 0 | |
Cassidy Turley, Inc. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Accrued shares in lieu of cash settled (in shares) | 7.4 | |||
Minimum | Time-Based Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period | 2 years | |||
Minimum | Performance-Based Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period | 2 years | |||
Minimum | Performance-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (USD per share) | $ 2 | |||
Maximum | Time-Based Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period | 5 years | |||
Maximum | Performance-Based Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period | 5 years | |||
Maximum | Performance-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (USD per share) | $ 3.68 |
Stock-based Payments - Summary
Stock-based Payments - Summary of Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Performance-Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable (USD per share) | $ 17 | $ 17 | $ 12.30 |
Expected option life | 1 year 1 month 6 days | 1 year 2 months 12 days | 1 year 10 months 25 days |
Dividend yield | 0.00% | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.40% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.00% | ||
Time-Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable (USD per share) | $ 17 | $ 17 | $ 12.29 |
Expected option life | 6 years 4 months 24 days | 5 years 6 months | 6 years 4 months |
Risk-free interest rate | 2.80% | 2.30% | 1.80% |
Historical volatility rate | 29.00% | 26.90% | 31.90% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | Performance-Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option life | 1 year | ||
Risk-free interest rate | 1.90% | 0.40% | 0.40% |
Historical volatility rate | 22.30% | 25.40% | 25.40% |
Maximum | Performance-Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option life | 2 years | ||
Risk-free interest rate | 2.00% | 1.50% | 1.50% |
Historical volatility rate | 27.10% | 29.00% | 29.00% |
Stock-based Payments - Summar_2
Stock-based Payments - Summary of Time-based Stock Options (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Exercise Price per Share | ||||
Exercisable (USD per share) | $ 17 | $ 12 | ||
Time-Based Options | ||||
Number of Options | ||||
Outstanding, beginning balance (in shares) | 3.5 | 2.2 | 1.6 | |
Granted (in shares) | 0.2 | 0.1 | 0.6 | |
Granted through modification (in shares) | 1.3 | |||
Exercised (in shares) | (0.3) | 0 | ||
Forfeited (in shares) | (0.1) | (0.1) | 0 | |
Outstanding, ending balance (in shares) | 3.3 | 3.5 | 2.2 | 1.6 |
Exercisable as of December 31, 2018 (in shares) | 1.9 | |||
Weighted Average Exercise Price per Share | ||||
Outstanding, beginning balance (USD per share) | $ 10.88 | $ 10.65 | $ 10 | |
Granted (USD per share) | 17 | 17 | 12.29 | |
Granted through modification (USD per share) | 11.06 | |||
Exercised (USD per share) | 10.19 | 12 | ||
Forfeited (USD per share) | 12.58 | 11.79 | 12 | |
Outstanding, ending balance (USD per share) | 11.23 | $ 10.88 | $ 10.65 | $ 10 |
Exercisable (USD per share) | $ 10.35 | |||
Weighted average remaining contractual term, outstanding | 6 years 9 months 18 days | 8 years 5 months 27 days | 8 years 7 months 21 days | 9 years 4 months 20 days |
Weighted average remaining contractual term, exercisable | 6 years 7 months 6 days | |||
Outstanding, Aggregate Intrinsic Value | $ 11.8 | $ 13.8 | $ 14.2 | $ 3.3 |
Exercisable, Aggregate Intrinsic Value | $ 7.6 |
Stock-based Payments - Summar_3
Stock-based Payments - Summary of Performance-Based Options (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Exercise Price per Share | ||||
Weighted average exercise price per share, exercisable (USD per share) | $ 17 | $ 12 | ||
Options modified (in shares) | 1.3 | |||
Performance-Based Options | ||||
Number of Options | ||||
Outstanding, beginning balance (in shares) | 1.6 | 3.6 | 2.4 | |
Granted (in shares) | 0.1 | 0.1 | 1.2 | |
Modified (in shares) | (1.3) | |||
Forfeited (in shares) | (0.2) | (0.8) | 0 | |
Outstanding, ending balance (in shares) | 1.5 | 1.6 | 3.6 | 2.4 |
Exercisable as of December 31, 2018 (in shares) | 0 | |||
Weighted Average Exercise Price per Share | ||||
Outstanding, beginning balance (USD per share) | $ 11.23 | $ 10.90 | $ 10 | |
Granted (USD per share) | 17 | 17 | 12.30 | |
Modified (USD per share) | 9.13 | 11.06 | ||
Forfeited (USD per share) | 11.98 | 10.50 | 12 | |
Outstanding, ending balance (USD per share) | 11.48 | $ 11.23 | $ 10.90 | $ 10 |
Weighted average exercise price per share, exercisable (USD per share) | $ 0 | |||
Weighted average remaining contractual term, outstanding | 6 years 10 months 25 days | 7 years 9 months 29 days | 8 years 7 months 10 days | 9 years 4 months 20 days |
Weighted average remaining contractual term, exercisable | 0 years | |||
Outstanding, Aggregate Intrinsic Value | $ 4.5 | $ 9.5 | $ 22.2 | $ 4.7 |
Exercisable, Aggregate Intrinsic Value | $ 0 |
Stock-based Payments - Summar_4
Stock-based Payments - Summary of Restricted Stock Units (Details) - $ / shares shares in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 20, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Co-Investment RSUs | ||||
Number of RSUs | ||||
Unvested, beginning balance (in shares) | 0.7 | 0.8 | 0.5 | |
Granted (in shares) | 0.1 | 0.1 | 0.3 | |
Granted through modification (modified) (in shares) | 0 | |||
Vested (in shares) | (0.1) | (0.1) | 0 | |
Modified (in shares) | 0 | |||
Forfeited (in shares) | (0.1) | (0.1) | 0 | |
Unvested, ending balance (in shares) | 0.6 | 0.7 | 0.8 | |
Weighted Average Fair Value Per Share | ||||
Unvested, beginning balance (USD per share) | $ 11.28 | $ 10.90 | $ 10 | |
Granted (USD per share) | 17 | 17 | 12.29 | |
Granted through modification (modified) (USD per share) | 0 | |||
Vested (USD per share) | 10.32 | 12 | 0 | |
Modified (USD per share) | 0 | |||
Forfeited (USD per share) | 11.77 | 12 | 12 | |
Unvested, ending balance (USD per share) | $ 11.50 | $ 11.28 | $ 10.90 | |
Time-Based RSUs | ||||
Number of RSUs | ||||
Unvested, beginning balance (in shares) | 7 | 7.6 | 1.2 | |
Granted (in shares) | 1.8 | 0.7 | 0.5 | 7.1 |
Granted through modification (modified) (in shares) | 1.8 | |||
Vested (in shares) | (1.6) | (0.9) | (0.7) | |
Modified (in shares) | 0 | |||
Forfeited (in shares) | (0.1) | (0.2) | 0 | |
Unvested, ending balance (in shares) | 7.8 | 7 | 7.6 | |
Weighted Average Fair Value Per Share | ||||
Unvested, beginning balance (USD per share) | $ 13.48 | $ 13.36 | $ 11.40 | |
Granted (USD per share) | 17.09 | 17 | 13.60 | |
Granted through modification (modified) (USD per share) | 18.08 | |||
Vested (USD per share) | 14.63 | 11.81 | 12 | |
Modified (USD per share) | 0 | |||
Forfeited (USD per share) | 13.44 | 12.16 | 12 | |
Unvested, ending balance (USD per share) | $ 14.63 | $ 13.48 | $ 13.36 | |
Performance-Based RSUs | ||||
Number of RSUs | ||||
Unvested, beginning balance (in shares) | 2.5 | 2.5 | 2.5 | |
Granted (in shares) | 0.2 | 0 | 0 | |
Granted through modification (modified) (in shares) | 0.9 | |||
Vested (in shares) | (0.2) | 0 | 0 | |
Modified (in shares) | (2.7) | |||
Forfeited (in shares) | 0 | 0 | 0 | |
Unvested, ending balance (in shares) | 0.7 | 2.5 | 2.5 | |
Weighted Average Fair Value Per Share | ||||
Unvested, beginning balance (USD per share) | $ 1.50 | $ 1.50 | $ 1.50 | |
Granted (USD per share) | 3.18 | 0 | 0 | |
Granted through modification (modified) (USD per share) | 17.29 | |||
Vested (USD per share) | 17.29 | 0 | 0 | |
Modified (USD per share) | 1.56 | |||
Forfeited (USD per share) | 0 | 0 | 0 | |
Unvested, ending balance (USD per share) | $ 15.94 | $ 1.50 | $ 1.50 |
Stock-based Payments - Summar_5
Stock-based Payments - Summary of RSU Compensation Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-IPO stock-based compensation | $ 63,400,000 | $ 27,100,000 | $ 23,200,000 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-IPO stock-based compensation | 64.7 | 29,600,000 | 22,200,000 |
Unrecognized compensation expense related to RSUs | 66,800,000 | ||
Time-Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-IPO stock-based compensation | 43,800,000 | 20,000,000 | 18,200,000 |
Unrecognized compensation expense related to RSUs | 66,000,000 | ||
Co-Investment RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-IPO stock-based compensation | 600,000 | 1,500,000 | 2,200,000 |
Unrecognized compensation expense related to RSUs | 500,000 | ||
Performance-Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-IPO stock-based compensation | 15,400,000 | 0 | 0 |
Unrecognized compensation expense related to RSUs | 300,000 | ||
Restricted Stock Units (RSUs), Equity Classification | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-IPO stock-based compensation | 59,800,000 | 21.5 | 20,400,000 |
Unrecognized compensation expense related to RSUs | 66,800,000 | ||
Restricted Stock Units (RSUs), Liability Classification | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-IPO stock-based compensation | 4,900,000 | $ 8,100,000 | $ 1,800,000 |
Unrecognized compensation expense related to RSUs | $ 0 |
Stock-based Payments - Summar_6
Stock-based Payments - Summary of Deferred Purchase Obligation Compensation Expense (Details) - Cassidy Turley, Inc. - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cassidy Turley deferred payment obligation | $ 13.5 | $ 23.2 | $ 26.1 |
Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cassidy Turley deferred payment obligation | 9.9 | 9.5 | 10.8 |
Non-employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cassidy Turley deferred payment obligation | $ 3.6 | $ 13.7 | $ 15.3 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||||
Rent expense | $ 136 | $ 145.7 | $ 138.5 | |
Sublease Income | 13.2 | 12.7 | $ 13.9 | |
Future minimum lease payments | 58.9 | |||
Interest charges, capital lease obligations | $ 1.1 | |||
Closed-ended terms for guarantees | 10 years | |||
Maximum potential future payments on guarantees | $ 36.7 | $ 36.7 | ||
Contingent liabilities, current | 69.5 | 69.5 | 88.5 | |
Contingent liabilities, non-current | 23.4 | 23.4 | 29.4 | |
Errors and Omissions (E&O) claims and other claims | ||||
Loss Contingencies [Line Items] | ||||
Contingent liabilities | 32.8 | 32.8 | 54.1 | |
Workers' compensation | ||||
Loss Contingencies [Line Items] | ||||
Contingent liabilities | 60.1 | 60.1 | 63.8 | |
Indemnification assets | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, receivable | 18.2 | |||
Cash payout | 5.4 | |||
Insurance recoverable | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, receivable | $ 3.9 | $ 3.9 | $ 17.6 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of future minimum rental payments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Operating Leases | |
2019 | $ 152.9 |
2020 | 139.3 |
2021 | 112.8 |
2022 | 96.3 |
2023 | 80.4 |
Thereafter | 210.2 |
Totals | 791.9 |
Capital Leases | |
2019 | 9.3 |
2020 | 6.4 |
2021 | 2.3 |
2022 | 0.4 |
2023 | 0 |
Thereafter | 0 |
Totals | 18.4 |
Long-term Debt | |
2019 | 27.1 |
2020 | 27.2 |
2021 | 27 |
2022 | 27 |
2023 | 27 |
Thereafter | 2,558.3 |
Totals | 2,693.6 |
Total | |
2019 | 189.3 |
2020 | 172.9 |
2021 | 142.1 |
2022 | 123.7 |
2023 | 107.4 |
Thereafter | 2,768.5 |
Totals | $ 3,503.9 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Affiliates | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties, current | $ 31.7 | $ 34.1 | |
Accounts receivable, related parties, noncurrent | 214.3 | 232.8 | |
Management services agreement, transaction advisory fees | TPG Capital, L.P. and PAG Asia Capital Limited | |||
Related Party Transaction [Line Items] | |||
Transaction advisory fees related to integration and financing activities | 1.1 | $ 0.9 | $ 0.7 |
Management advisory services, annual fee | TPG Capital, L.P. and PAG Asia Capital Limited | |||
Related Party Transaction [Line Items] | |||
Transaction advisory fees related to integration and financing activities | 4.3 | ||
Management advisory services, termination fee | TPG Capital, L.P. and PAG Asia Capital Limited | |||
Related Party Transaction [Line Items] | |||
Transaction advisory fees related to integration and financing activities | $ 11.9 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of related party transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |||
Sales | $ 0.4 | $ 0.5 | $ 1.2 |
Purchases | $ 0.7 | $ 0.1 | $ 0.8 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value of external debt | $ 2,600 | $ 2,800 |
Gross carrying value of debt | 2,700 | $ 2,900 |
Earn-out liabilities, maximum | 48.6 | |
Earn-out liabilities, minimum | $ 0 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash equivalents - money market funds | $ 173.5 | |
Deferred compensation plan assets | 48.8 | $ 59.7 |
Deferred purchase price receivable | 140.1 | 41.9 |
Total | 362.9 | 118.9 |
Liabilities | ||
Deferred compensation plan liabilities | 47.7 | 59.6 |
Earn-out liabilities | 38.3 | 51.3 |
Total | 111.9 | 114.2 |
Level 1 | ||
Assets | ||
Cash equivalents - money market funds | 173.5 | |
Deferred compensation plan assets | 48.8 | 59.7 |
Deferred purchase price receivable | 0 | 0 |
Total | 222.3 | 59.7 |
Liabilities | ||
Deferred compensation plan liabilities | 47.7 | 59.6 |
Earn-out liabilities | 0 | 0 |
Total | 47.7 | 59.6 |
Level 2 | ||
Assets | ||
Cash equivalents - money market funds | 0 | |
Deferred compensation plan assets | 0 | 0 |
Deferred purchase price receivable | 0 | 0 |
Total | 0.5 | 17.3 |
Liabilities | ||
Deferred compensation plan liabilities | 0 | 0 |
Earn-out liabilities | 0 | 0 |
Total | 25.9 | 3.3 |
Level 3 | ||
Assets | ||
Cash equivalents - money market funds | 0 | |
Deferred compensation plan assets | 0 | 0 |
Deferred purchase price receivable | 140.1 | 41.9 |
Total | 140.1 | 41.9 |
Liabilities | ||
Deferred compensation plan liabilities | 0 | 0 |
Earn-out liabilities | 38.3 | 51.3 |
Total | 38.3 | 51.3 |
Foreign currency forward contracts | ||
Assets | ||
Derivative asset | 0.5 | 0.8 |
Liabilities | ||
Derivative liability | 0.8 | 2.2 |
Foreign currency forward contracts | Level 1 | ||
Assets | ||
Derivative asset | 0 | 0 |
Liabilities | ||
Derivative liability | 0 | 0 |
Foreign currency forward contracts | Level 2 | ||
Assets | ||
Derivative asset | 0.5 | 0.8 |
Liabilities | ||
Derivative liability | 0.8 | 2.2 |
Foreign currency forward contracts | Level 3 | ||
Assets | ||
Derivative asset | 0 | 0 |
Liabilities | ||
Derivative liability | 0 | 0 |
Cross-currency interest rate swaps | ||
Assets | ||
Derivative asset | 7.1 | |
Liabilities | ||
Derivative liability | 0.4 | |
Cross-currency interest rate swaps | Level 1 | ||
Assets | ||
Derivative asset | 0 | |
Liabilities | ||
Derivative liability | 0 | |
Cross-currency interest rate swaps | Level 2 | ||
Assets | ||
Derivative asset | 7.1 | |
Liabilities | ||
Derivative liability | 0.4 | |
Cross-currency interest rate swaps | Level 3 | ||
Assets | ||
Derivative asset | 0 | |
Liabilities | ||
Derivative liability | 0 | |
Interest rate caps | ||
Assets | ||
Derivative asset | 8.9 | |
Interest rate caps | Level 1 | ||
Assets | ||
Derivative asset | 0 | |
Interest rate caps | Level 2 | ||
Assets | ||
Derivative asset | 8.9 | |
Interest rate caps | Level 3 | ||
Assets | ||
Derivative asset | 0 | |
Interest rate swaps | ||
Assets | ||
Derivative asset | 0.5 | |
Liabilities | ||
Derivative liability | 25.1 | |
Interest rate swaps | Level 1 | ||
Assets | ||
Derivative asset | 0 | |
Liabilities | ||
Derivative liability | 0 | |
Interest rate swaps | Level 2 | ||
Assets | ||
Derivative asset | 0.5 | |
Liabilities | ||
Derivative liability | 25.1 | |
Interest rate swaps | Level 3 | ||
Assets | ||
Derivative asset | 0 | |
Liabilities | ||
Derivative liability | $ 0 | |
Foreign currency net investment hedges | ||
Liabilities | ||
Derivative liability | 0.7 | |
Foreign currency net investment hedges | Level 1 | ||
Liabilities | ||
Derivative liability | 0 | |
Foreign currency net investment hedges | Level 2 | ||
Liabilities | ||
Derivative liability | 0.7 | |
Foreign currency net investment hedges | Level 3 | ||
Liabilities | ||
Derivative liability | $ 0 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Earn-out Liabilities - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 51.3 | $ 30.5 |
Purchases/additions | 5.9 | 26.8 |
Net change in fair value and other adjustments | 3.4 | 7.2 |
Payments | (22.3) | (13.2) |
Ending balance | $ 38.3 | $ 51.3 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Aug. 20, 2018 | Mar. 08, 2017 | |
Servicing Liability at Amortized Cost [Line Items] | ||||
Investment limit | $ 125,000,000 | $ 100,000,000 | ||
Amount drawn on investment limit | $ 0 | $ 85,000,000 | ||
Servicing liability amortization | 1,100,000 | 900,000 | ||
Proceeds from accounts receivable securitization | 1,143,500,000 | 957,800,000 | ||
Cash collection | 1,102,600,000 | 825,000,000 | ||
Outstanding principal on receivables sold under securitization | 173,700,000 | 132,800,000 | ||
Loss related to receivables sold | 0 | 1,200,000 | ||
Other current liabilities | ||||
Servicing Liability at Amortized Cost [Line Items] | ||||
Servicing liability | 3,400,000 | 1,100,000 | ||
Other non-current liabilities | ||||
Servicing Liability at Amortized Cost [Line Items] | ||||
Servicing liability | $ 400,000 | $ 1,300,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 895.3 | $ 405.6 | $ 382.3 | $ 530.4 |
Restricted cash recorded in Prepaid expenses and other current assets | 70.1 | 62.3 | 42.5 | 17.5 |
Total cash, cash equivalents and restricted cash in the statements of cash flows | $ 965.4 | $ 467.9 | $ 424.8 | $ 547.9 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Non Cash Investing and Financing Activities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash paid for: | |||
Interest | $ 184 | $ 142.1 | $ 128.2 |
Income taxes | 50.6 | 36.8 | 36.1 |
Non-cash investing/financing activities: | |||
Property and equipment acquired through capital leases | 7.2 | 14 | 2.9 |
Deferred and contingent payment obligation incurred through acquisitions | 21.1 | 50.3 | 71.5 |
Equity issued in conjunction with acquisitions | 0.7 | 1 | 3.5 |
Increase in beneficial interest in a securitization | $ 13.2 | $ 41.9 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Jan. 02, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||
Cash paid | $ 35.5 | $ 99.9 | $ 57.1 | |
QSI | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Cash paid | $ 250.7 |
Parent Company Information - Co
Parent Company Information - Condensed Balance Sheets (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Dec. 31, 2018 | Jul. 12, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2016 | Dec. 31, 2015 |
Assets | ||||||
Cash | $ 895.3 | $ 405.6 | $ 382.3 | $ 530.4 | ||
Total assets | 6,546 | 5,793.4 | ||||
Liabilities | ||||||
Total liabilities | 5,185.9 | 5,294 | ||||
Equity | ||||||
Ordinary shares, nominal value $0.10 per share, 216.6 shares issued and outstanding at December 31, 2018 and ordinary shares nominal value $10.00 per share, 145.1 shares issued and outstanding at December 31, 2017 | 21.7 | 1,451.3 | ||||
Additional paid-in capital | 2,791.2 | 283.8 | $ 187.2 | |||
Accumulated deficit | (1,298.4) | (1,148.5) | $ (493) | |||
Accumulated other comprehensive loss | (154.4) | (87.2) | ||||
Total equity | 1,360.1 | 499.4 | $ 585.5 | $ 1,025.6 | ||
Total liabilities and shareholders' equity | 6,546 | 5,793.4 | ||||
Ordinary shares, nominal value per share (in dollars per share) | $ 0.01 | |||||
Cushman & Wakefield plc | ||||||
Assets | ||||||
Cash | 10.5 | 0 | ||||
Accounts receivables | 34.9 | 0 | ||||
Investments in subsidiaries | 1,348.9 | 606.1 | ||||
Total assets | 1,394.3 | 606.1 | ||||
Liabilities | ||||||
Trade and other payables | 34.2 | 1.1 | ||||
Other liabilities | 0 | 105.6 | ||||
Total liabilities | 34.2 | 106.7 | ||||
Equity | ||||||
Ordinary shares, nominal value $0.10 per share, 216.6 shares issued and outstanding at December 31, 2018 and ordinary shares nominal value $10.00 per share, 145.1 shares issued and outstanding at December 31, 2017 | 21.7 | 1,451.3 | ||||
Additional paid-in capital | 2,791.2 | 283.8 | ||||
Accumulated deficit | (1,298.4) | (1,148.5) | ||||
Accumulated other comprehensive loss | (154.4) | (87.2) | ||||
Total equity | 1,360.1 | 499.4 | ||||
Total liabilities and shareholders' equity | $ 1,394.3 | $ 606.1 | ||||
Ordinary shares, nominal value per share (in dollars per share) | $ 0.10 | $ 10 | ||||
Ordinary shares issued (in shares) | 216.6 | 145.1 | ||||
Ordinary shares outstanding (in shares) | 216.6 | 145.1 |
Parent Company Information - _2
Parent Company Information - Condensed Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||
Loss before income taxes | $ (210.8) | $ (341.8) | $ (458.9) |
Benefit from income taxes | (25) | (120.5) | (24.3) |
Net loss attributable to the Company | (185.8) | (221.3) | (434.2) |
Other comprehensive income (loss), net of tax: | (67.2) | 61.3 | (76.3) |
Comprehensive loss attributable to the Company | (253) | (160) | (510.2) |
Cushman & Wakefield plc | |||
Condensed Income Statements, Captions [Line Items] | |||
Interest and other income | 2.6 | 0 | 0 |
Interest and other expense | (17.9) | (5.8) | (5.5) |
Loss in earnings of subsidiaries | (170.5) | (215.5) | (428.7) |
Loss before income taxes | (185.8) | (221.3) | (434.2) |
Benefit from income taxes | 0 | 0 | 0 |
Net loss attributable to the Company | (185.8) | (221.3) | (434.2) |
Other comprehensive income (loss), net of tax: | 0 | 0 | 0 |
Other comprehensive income (loss) of subsidiaries | (67.2) | 61.3 | (76) |
Comprehensive loss attributable to the Company | $ (253) | $ (160) | $ (510.2) |
Parent Company Information - _3
Parent Company Information - Condensed Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (185.8) | $ (221.3) | $ (434.2) |
Reconciliation of net loss to net cash used in operating activities: | |||
Unrealized foreign exchange gain | 5.6 | (2.6) | (6.1) |
Trade and other receivables | (235.5) | (173.4) | (146.9) |
Increase in other liabilities | (216.8) | 58.8 | (29.8) |
Net cash (used in) provided by operating activities | (2.2) | 4.4 | (335.1) |
Cash flows from investing activities: | |||
Net cash used in investing activities | (218) | (143.2) | (137.7) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 9 | 23.4 | 39.8 |
Proceeds from initial public offering, net of underwriting | 831.4 | 0 | 0 |
Proceeds from private placement | 179.5 | 0 | 0 |
Payments of initial offering and private placement costs | (17.3) | 0 | 0 |
Other financing activities, net | (7.3) | 2.3 | 0 |
Net cash provided by financing activities | 725.9 | 167.7 | 356.5 |
Change in cash, cash equivalents and restricted cash | 505.7 | 28.9 | (116.3) |
Cash, cash equivalents and restricted cash, beginning of the year | 467.9 | 424.8 | 547.9 |
Cash, cash equivalents and restricted cash, end of the year | 965.4 | 467.9 | 424.8 |
Supplemental disclosure of non-cash activities: | |||
Stock-based compensation | 81.9 | 52.4 | 49 |
Cushman & Wakefield plc | |||
Cash flows from operating activities | |||
Net loss | (185.8) | (221.3) | (434.2) |
Reconciliation of net loss to net cash used in operating activities: | |||
Loss in earnings of subsidiaries | 170.5 | 215.5 | 428.7 |
Unrealized foreign exchange gain | 0 | 0 | (0.2) |
Trade and other receivables | (128.7) | 0 | 0 |
Increase in trade and other payables | 20 | 0.5 | 0.7 |
Increase in other liabilities | 6.2 | 5.8 | 5.7 |
Net cash (used in) provided by operating activities | (117.8) | 0.5 | 0.7 |
Cash flows from investing activities: | |||
Investment in subsidiaries | (865.5) | (22.5) | (33.9) |
Net cash used in investing activities | (865.5) | (22.5) | (33.9) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 0 | 22 | 33.2 |
Proceeds from initial public offering, net of underwriting | 831.4 | 0 | 0 |
Proceeds from private placement | 179.5 | 0 | 0 |
Payments of initial offering and private placement costs | (17.3) | 0 | 0 |
Other financing activities, net | 0.2 | 0 | 0 |
Net cash provided by financing activities | 993.8 | 22 | 33.2 |
Change in cash, cash equivalents and restricted cash | 10.5 | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of the year | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash, end of the year | 10.5 | 0 | 0 |
Supplemental disclosure of non-cash activities: | |||
Accretion of deferred purchase obligation | 19.7 | 20.8 | 21.8 |
Capital contributions to subsidiaries | 0 | 6.2 | 22.6 |
Stock-based compensation | 51.4 | 43.3 | 44.5 |
Acquisition and disposal of non-controlling interest | $ 0 | $ 2 | $ (11.4) |
Parent Company Information - Na
Parent Company Information - Narrative (Details) - USD ($) $ / shares in Units, $ in Billions | Dec. 31, 2018 | Jul. 12, 2018 |
Business Acquisition [Line Items] | ||
Ordinary shares, nominal value per share (in dollars per share) | $ 0.01 | |
Restricted net assets | $ 1.2 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Total revenue | $ 2,401.9 | $ 2,076 | $ 1,974.3 | $ 1,767.7 | $ 2,052.7 | $ 1,709.3 | $ 1,700.6 | $ 1,461.3 | $ 8,219.9 | $ 6,923.9 | $ 6,215.7 |
Operating (loss)/income | 43.2 | 20.6 | 30.6 | (81.9) | 37.2 | (54.5) | (35.6) | (118.2) | 12.6 | (171.1) | (295.4) |
Net (loss) income | $ (18) | $ (41.4) | $ (33.5) | $ (92.9) | $ 22.2 | $ (78.6) | $ (47) | $ (117.9) | $ (185.8) | $ (221.3) | $ (434.6) |
Net (loss) earnings per share, basic (USD per share) | $ (0.09) | $ (0.22) | $ (0.23) | $ (0.64) | $ 0.15 | $ (0.55) | $ (0.33) | $ (0.82) | |||
Net (loss) earnings per share, diluted (USD per share) | $ (0.09) | $ (0.22) | $ (0.23) | $ (0.64) | $ 0.14 | $ (0.55) | $ (0.33) | $ (0.82) | |||
Basic and diluted loss per common share attributable to shareholders (in dollars per share) | $ (1.09) | $ (1.54) | $ (3.07) | ||||||||
Adjustment | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Total revenue | $ 0 | $ 0 | $ 0 | ||||||||
Operating (loss)/income | (4.7) | 0.9 | (18) | ||||||||
Net (loss) income | $ 7.3 | $ (1.3) | $ (0.9) | $ (2.9) | $ 0 | $ 0.4 | $ 1.7 | $ (3.6) | $ 0.8 | $ (14.9) | |
Basic and diluted loss per common share attributable to shareholders (in dollars per share) | $ 0.04 | $ (0.01) | $ (0.01) | $ (0.02) | $ 0 | $ 0 | $ 0.01 | $ 0.02 | $ (0.01) | $ 0.11 |
Schedule II - Valuation & Qua_2
Schedule II - Valuation & Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 35.3 | $ 28.8 | $ 13.6 |
Charges to expense | 21.7 | 3.9 | 11.9 |
Write-offs, payments and other | (7.5) | 2.6 | 3.3 |
Ending balance | $ 49.5 | $ 35.3 | $ 28.8 |
Uncategorized Items - cwk-20181
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 35,900,000 |