Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Cushman & Wakefield plc | |
Entity Central Index Key | 1,628,369 | |
Current Fiscal Year End Data | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 215,749,169 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 382.4 | $ 405.6 |
Trade and other receivables, net of allowance balance of $44.1 million and $35.3 million, as of June 30, 2018 and December 31, 2017, respectively | 1,345.9 | 1,314 |
Income tax receivable | 11.4 | 14.6 |
Prepaid expenses and other current assets | 339.7 | 176.3 |
Total current assets | 2,079.4 | 1,910.5 |
Property and equipment, net | 289.5 | 304.3 |
Goodwill | 1,750.2 | 1,765.3 |
Intangible assets, net | 1,203.9 | 1,306 |
Equity method investments | 7.3 | 7.9 |
Deferred tax assets | 68.6 | 71.1 |
Other non-current assets | 447.8 | 432.8 |
Total assets | 5,846.7 | 5,797.9 |
Current liabilities: | ||
Short-term borrowings and current portion of long-term debt | 40.3 | 59.5 |
Accounts payable and accrued expenses | 746.2 | 771.2 |
Accrued compensation | 834.2 | 864.8 |
Income tax payable | 13 | 35.7 |
Other current liabilities | 235.7 | 234.4 |
Total current liabilities | 1,869.4 | 1,965.6 |
Total non-current long-term debt | 3,002.2 | 2,784 |
Deferred tax liabilities | 145 | 157.5 |
Other non-current liabilities | 389.5 | 386.9 |
Total liabilities | 5,406.1 | 5,294 |
Commitments and contingencies (See Note 11) | ||
Shareholders' Equity: | ||
Ordinary shares, nominal value $0.10 per share, 145.8 issued and outstanding at June 30, 2018 and ordinary shares nominal value $10.00 per share, 145.1 shares issued and outstanding at December 31, 2017 | 14.6 | 1,451.3 |
Additional paid-in capital | 1,770.6 | 305 |
Accumulated deficit | (1,253.5) | (1,165.2) |
Accumulated other comprehensive loss | (91.1) | (87.2) |
Total equity | 440.6 | 503.9 |
Total liabilities and shareholders' equity | $ 5,846.7 | $ 5,797.9 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Trade and other receivables, allowance | $ 44.1 | $ 35.3 |
Ordinary shares, nominal value per share (in dollars per share) | $ 0.10 | $ 10 |
Ordinary shares issued (in shares) | 145.8 | 145.1 |
Ordinary shares outstanding (in shares) | 145.8 | 145.1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,974.3 | $ 1,700.6 | $ 3,742 | $ 3,161.9 |
Costs and expenses: | ||||
Cost of services | 1,564.7 | 1,379.7 | 3,038 | 2,616.3 |
Operating, administrative and other | 311.9 | 281 | 606.8 | 562.8 |
Depreciation and amortization | 71.6 | 65.9 | 141.4 | 128.9 |
Restructuring, impairment and related charges | (6.4) | 10.1 | 4 | 10.2 |
Total costs and expenses | 1,941.8 | 1,736.7 | 3,790.2 | 3,318.2 |
Operating income (loss) | 32.5 | (36.1) | (48.2) | (156.3) |
Interest expense, net of interest income | (52) | (44) | (96.4) | (85.7) |
Earnings from equity method investments | 0.4 | 0.1 | 0.8 | 0.5 |
Other income, net | 2 | 0.2 | 3 | 0.3 |
Loss before income taxes | (17.1) | (79.8) | (140.8) | (241.2) |
Provision (benefit) from income taxes | 15.1 | (32.5) | (16.6) | (74.2) |
Net loss | $ (32.2) | $ (47.3) | $ (124.2) | $ (167) |
Basic and diluted loss per share: | ||||
Loss per share attributable to the Company (in dollars per share) | $ (0.22) | $ (0.33) | $ (0.85) | $ (1.16) |
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 145.7 | 143.7 | 145.5 | 143.4 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (32.2) | $ (47.3) | $ (124.2) | $ (167) |
Other comprehensive income (loss), net of tax: | ||||
Designated hedge gains (losses) | 7.7 | (11.8) | 21.6 | (14.1) |
Defined benefit plan actuarial gains | 0.3 | 0.8 | 0.1 | 0.2 |
Foreign currency translation | (35.7) | 19.1 | (25.6) | 40.4 |
Total other comprehensive (loss) income | (27.7) | 8.1 | (3.9) | 26.5 |
Total comprehensive loss | $ (59.9) | $ (39.2) | $ (128.1) | $ (140.5) |
Condensed Consolidated Stateme6
Condensed 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 |
Beginning Balance (in shares) at Dec. 31, 2016 | 143.1 | |||||||
Beginning balance at Dec. 31, 2016 | $ 590 | $ 1,430.8 | $ 252.4 | $ (944.7) | $ 17.4 | $ (155.5) | $ (10.4) | $ (148.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share issuances (in shares) | 0.6 | |||||||
Share issuances | 5.9 | $ 6.1 | (0.2) | |||||
Net loss | (167) | (167) | ||||||
Stock-based compensation | 24.2 | 24.2 | ||||||
Foreign currency translation | 40.4 | 40.4 | 40.4 | |||||
Defined benefit plan actuarial gains | 0.2 | 0.2 | 0.2 | |||||
Unrealized gain (loss) on hedging instruments | (19.8) | (19.8) | (19.8) | |||||
Amounts reclassified from AOCI to the statement of operations | 5.7 | 5.7 | 5.7 | |||||
Ending Balance (in shares) at Jun. 30, 2017 | 143.7 | |||||||
Ending balance at Jun. 30, 2017 | 479.6 | $ 1,436.9 | 276.4 | (1,111.7) | 3.3 | (115.1) | (10.2) | (122) |
Beginning balance at Mar. 31, 2017 | 15.1 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (47.3) | |||||||
Foreign currency translation | 19.1 | |||||||
Ending Balance (in shares) at Jun. 30, 2017 | 143.7 | |||||||
Ending balance at Jun. 30, 2017 | 479.6 | $ 1,436.9 | 276.4 | (1,111.7) | 3.3 | (115.1) | (10.2) | (122) |
Beginning Balance (in shares) at Dec. 31, 2017 | 145.1 | |||||||
Beginning balance at Dec. 31, 2017 | 503.9 | $ 1,451.3 | 305 | (1,165.2) | 19.6 | (101.1) | (5.7) | (87.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Capital reduction | 0 | $ (1,436.8) | 1,436.8 | |||||
Share issuances (in shares) | 0.7 | |||||||
Share issuances | 8.8 | $ 0.1 | 8.7 | |||||
Net loss | (124.2) | (124.2) | ||||||
Stock-based compensation | 23.5 | 23.5 | ||||||
Foreign currency translation | (25.6) | (25.6) | (25.6) | |||||
Defined benefit plan actuarial gains | 0.1 | 0.1 | 0.1 | |||||
Unrealized gain (loss) on hedging instruments | 31 | 31 | 31 | |||||
Amounts reclassified from AOCI to the statement of operations | (9.4) | (9.4) | (9.4) | |||||
Other activity | (3.4) | (3.4) | ||||||
Ending Balance (in shares) at Jun. 30, 2018 | 145.8 | |||||||
Ending balance at Jun. 30, 2018 | 440.6 | $ 14.6 | 1,770.6 | (1,253.5) | 41.2 | (126.7) | (5.6) | (91.1) |
Beginning balance at Mar. 31, 2018 | 33.5 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (32.2) | |||||||
Foreign currency translation | (35.7) | |||||||
Ending Balance (in shares) at Jun. 30, 2018 | 145.8 | |||||||
Ending balance at Jun. 30, 2018 | $ 440.6 | $ 14.6 | $ 1,770.6 | $ (1,253.5) | $ 41.2 | $ (126.7) | $ (5.6) | $ (91.1) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (124.2) | $ (167) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 141.4 | 128.9 |
Unrealized foreign exchange loss | 9.6 | 0.4 |
Stock-based compensation | 25.6 | 25.7 |
Amortization of debt issuance costs | 7.8 | 6.8 |
Change in deferred taxes | (24.1) | (92.9) |
Bad debt expense | 11.2 | 1.9 |
Other non-cash operating activities | 7.9 | 2.6 |
Changes in assets and liabilities: | ||
Trade and other receivables | (35.6) | (40) |
Income taxes payable | (21) | 2 |
Prepaid expenses and other current assets | (41.4) | (26.3) |
Other non-current assets | 6.1 | 15.6 |
Accounts payable and accrued expenses | (18.4) | (9) |
Accrued compensation | (107.5) | (129.5) |
Other current and non-current liabilities | (16.8) | 41.7 |
Net cash used in operating activities | (179.4) | (239.1) |
Cash flows from investing activities | ||
Payment for property and equipment | (31.3) | (68.5) |
Proceeds from sale of property, plant and equipment | 0.3 | 4.2 |
Acquisitions of businesses, net of cash acquired | 0 | (2.8) |
Investments in equity securities | (6.1) | 0 |
Collection on beneficial interest in a securitization | 0 | 84.8 |
Other investing activities, net | 0.2 | 0 |
Net cash (used in) provided by investing activities | (36.9) | 17.7 |
Cash flows from financing activities | ||
Net proceeds from issuance of shares | 8.8 | 5.2 |
Shares repurchased for payment of employee taxes on stock awards | (2.1) | (1.7) |
Payment of contingent consideration | (7.8) | (7.1) |
Proceeds from long-term borrowings | 250 | 280.4 |
Repayment of borrowings | (54) | (95.5) |
Debt issuance costs | (1.8) | (4.4) |
Payment of finance lease liabilities | (7.5) | (2.2) |
Other financing activities, net | (4.5) | (0.8) |
Net cash provided by financing activities | 181.1 | 173.9 |
Change in cash, cash equivalents and restricted cash | (35.2) | (47.5) |
Cash, cash equivalents and restricted cash, beginning of the period | 467.9 | 424.8 |
Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash | 1.9 | 13.9 |
Cash, cash equivalents and restricted cash, end of the period | $ 434.6 | $ 391.2 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1: Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared under accounting principles generally accepted in the United States ("U.S. GAAP" or "GAAP") and in conformity with rules applicable to quarterly financial information. The Condensed Consolidated Financial Statements as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 are unaudited. All adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered necessary for a fair presentation of the unaudited interim Condensed Consolidated Financial Statements for these interim periods have been included. Readers of this unaudited consolidated quarterly financial information should refer to the audited Consolidated Financial Statements and notes to the Consolidated Financial Statements of Cushman & Wakefield plc and its subsidiaries (“Cushman & Wakefield,” the "Company,” “we,” “our” and “us”) for the year ended December 31, 2017 included in our final prospectus (the "Prospectus") as filed with the Securities and Exchange Commission (the "SEC") on August 3, 2018, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). The Prospectus was filed in connection with our initial public offering ("IPO") of ordinary shares that took place in the third quarter of 2018. Public trading in the Company's ordinary shares began on August 2, 2018. Certain footnote disclosures that would substantially duplicate those contained in such audited financial statements or which are not required by the rules and regulations of the SEC for interim financial reporting have been condensed or omitted. Refer to Note 2: Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in the Company's audited Consolidated Financial Statements for the year ended December 31, 2017 for further discussion of the Company's accounting policies and estimates. Due to seasonality, the results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results of operations to be expected for the year ended December 31, 2018 . The Company provides for the effects of income taxes on interim financial statements based on estimates of the effective tax rate for the full year, which is based on forecasted income by country and expected enacted tax rates. 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 (the “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. 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. The transactions described above are collectively referred to herein as the “Corporate Reorganization”. As the Corporate Reorganization was completed prior to the issuance of our June 30, 2018 unaudited condensed consolidated financial statements, it has been given retrospective effect in these financial statements and such financial statements represent the financial statements of Cushman & Wakefield plc. Additionally, 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. As a result of the Capital Reduction, the Company’s ordinary shares have a nominal value of $0.10 . As the Capital Reduction occurred after June 30, 2018, but before the issuance of our June 30, 2018 unaudited condensed consolidated financial statements, it has been given retrospective effect in the unaudited condensed consolidated balance sheet as of June 30, 2018. Tax Act Update On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act ("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 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. As a result of additional information and analysis during the period, the net benefit as of June 30, 2018 is approximately $83.1 million , an increase of $22.2 million from December 31, 2017. This increase from amounts calculated as of December 31, 2017 resulted from a $0.7 million increase in the tax benefit to $124.9 million from $124.2 million and a $21.5 million decrease in tax expense due to increased foreign tax credit utilization from $63.3 million to $41.8 million . Amounts were recorded in Provision (benefit) from income taxes in the unaudited condensed consolidated statement of operations. In December 2017, the 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 remeasurement of the net deferred tax liabilities as well as the transition tax represent provisional amounts and the Company’s current best estimate. The provisional amounts incorporate assumptions that have been made based upon the Company’s current interpretation of the Tax Act and may change as a result of the Company completing further analysis, changes in the Company's interpretations and assumptions, additional regulatory guidance that may be issued and actions the Company may take as a result of the Tax Act. Any adjustments recorded to the provisional amounts through the SAB 118 measurement period ending December 31, 2018 will be included in the statement of operations as an adjustment to the tax provision. 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 Accounting Standards Codification ("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 estimated the effect of this provision of the Tax Act to be $11.5 million of expense in 2018. The Company has elected to treat taxes due on future U.S. inclusions in taxable income related to GILTI under the period cost method and has included the estimate of $11.5 million in 2018 as a current-period expense. Additionally, the Company is estimating a Subpart F inclusion tax liability of $2.8 million in 2018 as a current-period expense. |
New Accounting Standards
New Accounting Standards | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Standards | Note 2: New Accounting Standards The Company has adopted the following new accounting standards: 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 share-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 ("Topic 715") . 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 statement of operations presentation, while the change in capitalized benefit cost is to be applied prospectively. 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 unaudited condensed consolidated statements of operations for the three and six months ended June 30, 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 Company adopted this standard effective January 1, 2018 on a retrospective basis. As a result of adoption, for the six months ended June 30, 2017 , the Company classified a cash inflow of $85.0 million as investing activities on the unaudited condensed consolidated statement of cash flows, and classified $56.7 million as Non-cash investing activities as disclosed in Note 15: Supplemental Cash Flow Information related to the Company's Accounts Receivable Securitization program (the "A/R Securitization"). Refer to Note 14: Accounts Receivable Securitization for additional information. The other cash flow issues included in ASU No. 2016-15 had an immaterial impact on 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 Company’s restricted cash balances are presented in the statement of financial position 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 statement 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. The following recently issued accounting standards are not yet required to be reflected in the unaudited condensed consolidated financial statements of the Company: Leases In February 2016, the FASB issued ASU No. 2016-02, Leases ( together with all subsequent amendments, "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 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 operational 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. The Company is currently evaluating and quantifying the expected adoption impact of this standard, which will include an increase to right-of-use assets and lease liabilities on the unaudited condensed consolidated balance sheet associated with the Company's operating lease portfolio. 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 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 Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. 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 share-based payments granted to non-employees for acquiring goods and services. Under the new guidance, the measurement date and performance and vesting conditions for share-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. Additional Accounting Standard Changes In July 2018, the FASB issued ASU 2018‑09, Codification Improvements . The amendments in ASU 2018-09 represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating inconsistencies and providing clarifications in current guidance. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. 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, Fair Value Measurement, 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. 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. 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 is currently evaluating the effect, if any, that the ASU will have on its financial statements. |
Segment Data
Segment Data | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Data | Note 3: Segment Data The Company reports its operations through the following segments: (1) Americas, (2) Europe, the Middle East and Africa (“EMEA”) and (3) Asia Pacific (“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 10: Share-based Payments for further discussion), stock-based compensation and other charges. Summarized financial information by segment is as follows (in millions): Americas Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenue $ 1,372.1 $ 1,128.7 $ 2,578.3 $ 2,115.9 Less: Gross contract costs (383.0 ) (239.8 ) (739.3 ) (471.4 ) Acquisition accounting adjustments 2.4 2.5 2.5 12.6 Total Fee revenue $ 991.5 $ 891.4 $ 1,841.5 $ 1,657.1 Service lines: Property, facilities and project management 426.2 406.8 830.4 797.7 Leasing 374.3 305.7 620.3 520.1 Capital markets 150.9 122.7 314.0 241.3 Valuation and other 40.1 56.2 76.8 98.0 Total Fee revenue $ 991.5 $ 891.4 $ 1,841.5 $ 1,657.1 Segment operating expenses $ 1,251.6 $ 1,041.0 $ 2,395.5 $ 2,003.3 Less: Gross contract costs (383.0 ) (239.8 ) (739.3 ) (471.4 ) Total Fee-based operating expenses $ 868.6 $ 801.2 $ 1,656.2 $ 1,531.9 Adjusted EBITDA $ 122.9 $ 90.0 $ 185.4 $ 125.0 EMEA Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenue $ 214.8 $ 199.5 $ 424.0 $ 346.8 Less: Gross contract costs (15.1 ) (19.3 ) (61.0 ) (37.8 ) Total Fee revenue $ 199.7 $ 180.2 $ 363.0 $ 309.0 Service lines: Property, facilities and project management 63.5 48.0 118.1 86.6 Leasing 58.8 58.3 106.7 99.2 Capital markets 34.6 34.4 58.5 54.0 Valuation and other 42.8 39.5 79.7 69.2 Total Fee revenue $ 199.7 $ 180.2 $ 363.0 $ 309.0 Segment operating expenses $ 196.0 $ 177.3 $ 415.2 $ 338.0 Less: Gross contract costs (15.1 ) (19.3 ) (61.0 ) (37.8 ) Total Fee-based operating expenses $ 180.9 $ 158.0 $ 354.2 $ 300.2 Adjusted EBITDA $ 20.1 $ 22.4 $ 11.5 $ 9.6 APAC Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenue $ 387.4 $ 372.4 $ 739.7 $ 699.2 Less: Gross contract costs (134.2 ) (142.4 ) (253.8 ) (260.1 ) Acquisition accounting adjustments — 0.1 — 0.1 Total Fee revenue $ 253.2 $ 230.1 $ 485.9 $ 439.2 Service lines: Property, facilities and project management 167.4 162.5 323.6 320.9 Leasing 43.0 32.9 69.0 56.5 Capital markets 15.5 13.7 42.6 22.4 Valuation and other 27.3 21.0 50.7 39.4 Total Fee revenue $ 253.2 $ 230.1 $ 485.9 $ 439.2 Segment operating expenses $ 361.7 $ 354.6 $ 693.0 $ 674.4 Less: Gross contract costs (134.2 ) (142.4 ) (253.8 ) (260.1 ) Total Fee-based operating expenses $ 227.5 $ 212.2 $ 439.2 $ 414.3 Adjusted EBITDA $ 26.8 $ 18.2 $ 47.7 $ 25.1 Adjusted EBITDA is calculated as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net loss attributable to the Company $ (32.2 ) $ (47.3 ) $ (124.2 ) $ (167.0 ) Add/(less): Depreciation and amortization 71.6 65.9 141.4 128.9 Interest expense, net of interest income 52.0 44.0 96.4 85.7 Provision (benefit) from income taxes 15.1 (32.5 ) (16.6 ) (74.2 ) Integration and other costs related to acquisitions 41.1 79.2 106.8 141.8 Stock-based compensation 8.8 6.2 14.9 14.3 Cassidy Turley deferred payment obligation 10.9 11.0 21.3 22.1 Other 2.5 4.1 4.6 8.1 Adjusted EBITDA $ 169.8 $ 130.6 $ 244.6 $ 159.7 Below is the reconciliation of total costs and expenses to Fee-based operating expenses (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total operating expenses $ 1,941.8 $ 1,736.7 $ 3,790.2 $ 3,318.2 Less: Gross contract costs (532.3 ) (401.5 ) (1,054.1 ) (769.3 ) Fee-based operating expenses $ 1,409.5 $ 1,335.2 $ 2,736.1 $ 2,548.9 Below is the reconciliation of total costs of Fee-based operating expenses by segment to Consolidated Fee-based operating expenses (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Americas Fee-based operating expenses $ 868.6 $ 801.2 $ 1,656.2 $ 1,531.9 EMEA Fee-based operating expenses 180.9 158.0 354.2 300.2 APAC Fee-based operating expenses 227.5 212.2 439.2 414.3 Segment Fee-based operating expenses 1,277.0 1,171.4 2,449.6 2,246.4 Depreciation and amortization 71.6 65.9 141.4 128.9 Integration and other costs related to acquisitions (1) 38.7 76.6 104.3 129.1 Stock-based compensation 8.8 6.2 14.9 14.3 Cassidy Turley deferred payment obligation 10.9 11.0 21.3 22.1 Other 2.5 4.1 4.6 8.1 Fee-based operating expenses $ 1,409.5 $ 1,335.2 $ 2,736.1 $ 2,548.9 (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. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 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. For the three and six months ended June 30, 2018 and 2017 , approximately 18.5 million and 18.3 million and 16.1 million and 16.1 million potentially dilutive securities 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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Basic and Diluted EPS Net loss attributable to shareholders $ (32.2 ) $ (47.3 ) $ (124.2 ) $ (167.0 ) Weighted average shares outstanding for basic and diluted loss per share 145.7 143.7 145.5 143.4 Basic and diluted loss per common share attributable to shareholders $ (0.22 ) $ (0.33 ) $ (0.85 ) $ (1.16 ) |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 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 unaudited condensed 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 three and six months ended June 30, 2018 was an increase of $99.2 million and $228.4 million , respectively, which included increases of $84.0 million and $203.5 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 $15.2 million and $24.9 million . 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. 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 to the client and is the unit of account in Topic 606. A contract’s transaction price is allocated to each distinct 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 also may 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. When accounting for reimbursements of 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. 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 signing 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 will result 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 earlier if deemed not subject to significant reversal, based on the Company’s estimates and judgments. The acceleration of the timing of revenue recognition will also result in the acceleration of expense relating to the Company’s commission expense. 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. 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 asset impairment charges related to contract assets in the periods presented. Significant changes in the contract assets and contract liabilities during the period 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 101.1 Contract assets transferred to accounts receivable (65.5 ) Balance as of June 30, 2018 $ 179.7 Contract Liabilities Balance as of December 31, 2017 $ 46.4 Contract liabilities recognized upon adoption — Contract liabilities recognized for cash received in advance 405.5 Contract liabilities reduced due to revenue recognition criteria being satisfied (395.5 ) Balance as of June 30, 2018 $ 56.4 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 June 30, 2018 , contract assets of $140.0 million and $39.7 million were recorded as Prepaid expenses and other current assets and Other non-current assets, respectively, in the unaudited condensed consolidated balance sheets. As of June 30, 2018 and December 31, 2017 , the above contract liabilities were recorded in Accounts payable and accrued expenses in the unaudited condensed consolidated balance sheets. Disaggregation of Revenue The following tables disaggregate revenue by reportable segment and service line (in millions): Three months ended June 30, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Recognized over time $ 804.5 $ 77.7 $ 301.7 $ 1,183.9 Leasing Recognized at a point in time 374.2 59.0 43.0 476.2 Capital markets Recognized at a point in time 151.4 34.6 15.5 201.5 Valuation and other Recognized at a point in time 42.0 43.5 27.2 112.7 Total revenue $ 1,372.1 $ 214.8 $ 387.4 $ 1,974.3 Six Months Ended June 30, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Recognized over time $ 1,562.7 $ 177.6 $ 577.5 $ 2,317.8 Leasing Recognized at a point in time 621.5 107.0 69.0 797.5 Capital markets Recognized at a point in time 315.0 58.5 42.6 416.1 Valuation and other Recognized at a point in time 79.1 80.9 50.6 210.6 Total revenue $ 2,578.3 $ 424.0 $ 739.7 $ 3,742.0 Impact of New Revenue Guidance and Financial Statement Line Items The following table compares the reported unaudited condensed consolidated balance sheet as of June 30, 2018 and the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 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 June 30, 2018 (in millions): Balance as of June 30, 2018 Balance Sheet Balance Without Adoption of Topic 606 Adoption Impact As Reported Trade and other receivables $ 1,296.1 $ 49.8 $ 1,345.9 Prepaid expenses and other current assets 199.7 140.0 339.7 Total current assets 1,889.6 189.8 2,079.4 Other non-current assets 408.1 39.7 447.8 Total assets 5,617.2 229.5 5,846.7 Accounts payable and accrued expenses 697.6 48.6 746.2 Accrued compensation 740.8 93.4 834.2 Total current liabilities 1,727.4 142.0 1,869.4 Deferred tax liabilities 130.5 14.5 145.0 Other non-current liabilities 360.7 28.8 389.5 Total liabilities 5,220.8 185.3 5,406.1 Accumulated deficit (1,297.1 ) 43.6 (1,253.5 ) Accumulated other comprehensive loss (91.7 ) 0.6 (91.1 ) Total equity 396.4 44.2 440.6 Total liabilities and shareholders’ equity 5,617.2 229.5 5,846.7 Total reported assets increased by $229.5 million due to a $140.0 million increase in Prepaid expenses and other assets in the unaudited condensed consolidated balance sheets resulting from new contract assets recognized from acceleration of timing of revenue recognition, but contractually not able to be invoiced and $49.8 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 $185.3 million primarily due to a $93.4 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, $49.8 million primarily related to the increase in client reimbursed payables related to contracts accounted for on a gross basis and $14.5 million for the net deferred tax liabilities as well as $28.8 million for Other non-current liabilities related to long-term accrued commissions. Three Months Ended June 30, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 1,875.1 $ 99.2 $ 1,974.3 Cost of services 1,471.9 92.8 1,564.7 Total costs and expenses 1,849.0 92.8 1,941.8 Operating income 26.1 6.4 32.5 Loss before income taxes (23.5 ) 6.4 (17.1 ) Provision for income taxes 13.9 1.2 15.1 Net loss $ (37.4 ) $ 5.2 $ (32.2 ) Six Months Ended June 30, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 3,513.6 $ 228.4 $ 3,742.0 Cost of services 2,820.3 217.7 3,038.0 Total costs and expenses 3,572.5 217.7 3,790.2 Operating (loss) income (58.9 ) 10.7 (48.2 ) Loss before income taxes (151.5 ) 10.7 (140.8 ) (Benefit) provision for income taxes (18.8 ) 2.2 (16.6 ) Net loss $ (132.7 ) $ 8.5 $ (124.2 ) Total reported Net loss was $5.2 million and $8.5 million lower than the pro forma statement of operations for the three and six months ended June 30, 2018 , respectively. 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 operating cash flows section of the unaudited condensed 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2018 (in millions): Americas APAC EMEA Total Balance as of December 31, 2017 $ 1,249.7 $ 266.6 $ 249.0 $ 1,765.3 Measurement period adjustments 11.3 — — 11.3 Effect of movements in exchange rates and other (5.8 ) (14.3 ) (6.3 ) (26.4 ) Balance as of June 30, 2018 $ 1,255.2 $ 252.3 $ 242.7 $ 1,750.2 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 current period and adjusted the provisional goodwill amounts recognized. There were no impairment charges of goodwill and other intangible assets for the three and six months ended June 30, 2018 and 2017 , respectively. The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of June 30, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,197.1 (553.9 ) 643.2 Other intangible assets 2 – 13 26.7 (12.0 ) 14.7 Total intangible assets $ 1,769.8 $ (565.9 ) $ 1,203.9 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 $46.7 million and $45.2 million for the three months ended June 30, 2018 and 2017 , respectively, and $93.1 million and $88.7 million for the six months ended June 30, 2018 and 2017 , respectively. |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Hedging Activities | Note 7: 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 manages interest rate risk on floating rate borrowings primarily with interest rate cap and interest rate swap agreements. The Company manages exposure to foreign exchange fluctuations primarily through cross-currency interest rate swap agreements. There have been no significant changes to the interest rate and foreign exchange risk management objectives from those disclosed in the Company’s audited Consolidated Financial Statements for the year ended December 31, 2017 . Interest Rate Derivative 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 unaudited condensed 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 identical interest rate cap agreements, one expiring October 2019, three expiring May 2021, one expiring July 2021 and three expiring August 2021. The Company did not recognize any income or loss due to hedge ineffectiveness related to interest rate swap and cap agreements for the three and six months ended June 30, 2018 and 2017 . 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 unaudited condensed consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of June 30, 2018 and December 31, 2017 , there were $51.9 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 Credit Agreements. Foreign Exchange Derivative Instruments The Company did not recognize any income or loss due to hedge ineffectiveness related to cross-currency interest rate swap agreements for the three and six months ended June 30, 2018 and 2017 . 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 unaudited condensed consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of June 30, 2018 and December 31, 2017 , there were $2.3 million and $3.4 million in pre-tax losses, respectively, included in Accumulated other comprehensive loss in the unaudited condensed consolidated balance sheets related to these agreements, which will be reclassified to Operating, administrative and other in the unaudited condensed consolidated statement of operations as remeasurement of the principal balance of the hedged intercompany debt or net investment is recognized in earnings. The following table presents the fair value of derivatives as of June 30, 2018 and December 31, 2017 (in millions): June 30, 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 $ 137.3 $ 11.3 $ — $ 7.1 $ 0.4 Interest rate swaps 135.0 1.5 — 0.5 — Interest rate caps 2,035.0 9.8 — 8.9 — Net investment hedges: Foreign currency net investment hedges 29.9 0.1 — — 0.7 Non-designated: Foreign currency forward contracts 252.4 1.5 1.7 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 unaudited condensed consolidated balance sheets. The Company does not net derivatives in the unaudited condensed consolidated balance sheets. The following tables presents the effect of derivatives designated as hedges, net of applicable income taxes, in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2018 and 2017 (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) For the Three Months Ended June 30, 2018 Foreign currency cash flow hedges $ 2.3 $ (8.0 ) $ 7.2 $ 1.5 Foreign currency net investment hedges 0.7 (1.1 ) — (0.4 ) Interest rate cash flow hedges (36.5 ) (7.8 ) 2.0 (42.3 ) $ (33.5 ) $ (16.9 ) 1 $ 9.2 2 $ (41.2 ) For the Three Months Ended June 30, 2017 Foreign currency cash flow hedges $ 1.5 $ 2.9 $ (3.0 ) $ 1.4 Foreign currency net investment hedges (0.8 ) 0.5 — (0.3 ) Interest rate cash flow hedges (15.8 ) 9.3 2.1 (4.4 ) $ (15.1 ) $ 12.7 1 $ (0.9 ) 2 $ (3.3 ) (1) Amount is net of related income tax expense (benefit) of $1.8 million and $(3.0) million for the three months ended June 30, 2018 and June 30, 2017 , respectively. (2) Amount is net of related income tax (expense) benefit of $(0.6) million and $4.7 million for the three months ended June 30, 2018 and June 30, 2017 , respectively. Gains of $2.4 million and losses of $1.9 million were reclassified into earnings during the three months ended June 30, 2018 and 2017 , respectively, related to interest rate hedges and were recognized in Interest expense in the unaudited condensed consolidated statements of operations. Gains of $0.1 million and $7.3 million were reclassified during the three months ended June 30, 2018 relating to foreign currency cash flow hedges and were recognized in Interest expense and Operating, administrative and other, respectively, in the unaudited condensed consolidated statements of operations. Losses of $3.7 million were reclassified during the three months ended June 30, 2017 relating to foreign currency cash flow hedges and were recognized in Operating, administrative and other in the unaudited condensed consolidated statements of operations. 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) For the Six Months Ended June 30, 2018 Foreign currency cash flow hedges $ 2.2 $ (4.8 ) $ 4.1 $ 1.5 Foreign currency net investment hedges 0.7 (1.1 ) — (0.4 ) Interest rate cash flow hedges (22.5 ) (25.1 ) 5.3 (42.3 ) $ (19.6 ) $ (31.0 ) 1 $ 9.4 2 $ (41.2 ) For the Six Months Ended June 30, 2017 Foreign currency cash flow hedges $ 0.9 $ 6.7 $ (6.2 ) $ 1.4 Foreign currency net investment hedges (1.9 ) 1.6 — (0.3 ) Interest rate cash flow hedges (16.4 ) 11.5 0.5 (4.4 ) $ (17.4 ) $ 19.8 1 $ (5.7 ) 2 $ (3.3 ) (1) Amount is net of related income tax expense (benefit) of $5.7 million and $(4.7) million for the six months ended June 30, 2018 and June 30, 2017 , respectively. (2) Amount is net of related income tax (expense) benefit of $(1.4) million and $5.9 million for the six months ended June 30, 2018 and June 30, 2017 , respectively. Gains of $6.4 million and losses of $4.0 million were reclassified into earnings during the six months ended June 30, 2018 and 2017 related to interest rate hedges and were recognized in Interest expense in the unaudited condensed consolidated statements of operations. Gains of $0.1 million and $4.3 million were reclassified during the six months ended June 30, 2018 relating to foreign currency cash flow hedges and were recognized in Interest expense and Operating, administrative and other, respectively, in the unaudited condensed consolidated statements of operations. Gains of $0.1 million and losses of $7.7 million were reclassified during the six months ended June 30, 2017 relating to foreign currency cash flow hedges and were recognized in Operating, administrative and other in the unaudited condensed consolidated statements of operations. As of June 30, 2018 and December 31, 2017 , the Company has not posted and does not hold any collateral related to these agreements. 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 losses of $1.5 million and $3.0 million for the three months ended June 30, 2018 and 2017 , respectively. There were gains of $1.1 million and losses of $4.4 million for the six months ended June 30, 2018 and 2017 , respectively. This activity was included in the unaudited condensed consolidated statements of operations. As of June 30, 2018 and December 31, 2017 , the Company had 37 and 24 foreign currency exchange forward contracts outstanding covering a notional amount of $252.4 million and $277.5 million , respectively. As of June 30, 2018 and December 31, 2017 , the fair value of forward contracts disclosed above were included in Other current assets and Other current liabilities in the unaudited condensed consolidated balance sheets. The Company does not net these derivatives in the unaudited condensed consolidated balance sheets. |
Long-term Debt and Other Borrow
Long-term Debt and Other Borrowings | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Other Borrowings | Note 8: Long-term Debt and Other Borrowings Long-term debt consisted of the following (in millions): As of June 30, 2018 As of December 31, 2017 Collateralized: First Lien Loan, as amended, net of unamortized discount and issuance costs of $40.8 million and $44.6 million $ 2,581.3 $ 2,341.1 Second Lien Loan, as amended, net of unamortized discount and issuance costs of $8.4 million and $10.0 million 441.6 460.0 Capital lease liability 14.0 15.3 Notes payable to former stockholders 0.8 21.2 Total long-term debt 3,037.7 2,837.6 Less current portion (35.5 ) (53.6 ) Total non-current long-term debt $ 3,002.2 $ 2,784.0 The Company had overdrafts of $4.8 million and $5.9 million as of June 30, 2018 and December 31, 2017 . First Lien Loan On March 15, 2018, certain of the Company's subsidiaries, DTZ U.S. Borrower, LLC and DTZ Aus Holdco Pty Limited, each a borrower (together the "Borrowers") obtained incremental term commitments in an aggregate amount of $250.0 million under the First Lien Credit Agreement, as amended (“First Lien Amendment No. 10”). Terms of the First Lien Credit Agreement were not modified, and the incremental term commitments associated with First Lien Amendment No. 10 were issued under the same pricing and maturity terms as the Amended First Lien Credit Agreement. Total proceeds of $244.8 million (net of $1.8 million stated discount and $3.4 million in debt issuance costs) were received. The Company evaluated the terms of First Lien Amendment No. 10 to determine if the new debt instrument should be accounted for as a modification or an extinguishment on a lender-by-lender basis. The change in present value of future cash flows for First Lien Loan lenders, as well as participants in the Amended First Lien Credit Agreement and incremental term commitments, that remained in the syndication just prior to the effective date of First Lien Amendment No. 10 was less than 10% and, accordingly, the Company accounted for all prior unamortized debt issuance costs and fees incurred for these lenders as a debt modification. Prior to the refinancing, the balance of unamortized issuance costs related to the First Lien Loan, Amended First Lien Credit Agreement and subsequent incremental term commitments was approximately $42.4 million . All of the unamortized issuance costs allocated to these lenders continue to be deferred as a reduction of the new loan balance and amortized under the corresponding term of the Amended First Lien Credit Agreement. Of the $5.2 million in fees related to First Lien Amendment No. 10, $1.8 million in fees to creditors were recorded as a reduction to the loan balance in accordance with modification accounting and the remaining $3.4 million in fees to third parties were expensed and included in Interest expense in the unaudited condensed consolidated statements of operations. In the third quarter of 2018, the Company entered into a new credit agreement (the "Credit Agreement") resulting in a new $2.7 billion term loan whose proceeds were used to repay the First Lien loan in its entirety. The Company also paid off the outstanding $450 million Second Lien loan with proceeds from the Company's IPO. Refer to Note 16: Subsequent Events for additional information. Revolver On March 15, 2018, under First Lien Amendment No. 10, the Borrowers increased the borrowing capacity of the revolving (the "Revolver") credit facility to $486.0 million . As of June 30, 2018 and December 31, 2017 , the Company had no outstanding funds drawn under the Revolver, which matures partially on (i) November 4, 2019 and (ii) the earlier of September 15, 2022 and any date that is 91 days before the maturity date with respect to any First Lien term loans. In the third quarter of 2018, the Company entered into a new revolving credit facility as part of the Credit Agreement which expanded borrowing capacity to $810 million . Refer to Note 16: Subsequent Events for additional information. Financial Covenants and Terms As part of First Lien Amendment No. 11, the First Lien Net Leverage Ratio in the financial covenant was updated to 5.80 to 1.00 from 5.50 to 1.00. The Company was in compliance with all of its loan provisions under the Credit Agreements and subsequent amendments as of June 30, 2018 and December 31, 2017 . |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 9: Restructuring As a result of integration activities surrounding the merger with Cushman & Wakefield ("C&W Group"), the Company recognized restructuring credits of $6.5 million and restructuring charges of $10.1 million during the three months ended June 30, 2018 and 2017 , respectively. During the six months ended June 30, 2018 and 2017 , the Company recorded charges of $3.9 million and $10.1 million , 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 unaudited condensed 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 December 31, 2017 $ 26.3 $ 11.1 $ 37.4 Restructuring (credits) charges (1.8 ) 5.7 3.9 Payments and other (1) (17.2 ) (4.2 ) (21.4 ) Balance as of June 30, 2018 $ 7.3 $ 12.6 $ 19.9 (1) Other consists of changes in the liability balance due to foreign currency translation. Of the total ending balance as of June 30, 2018 and December 31, 2017 , $12.1 million and $7.8 million , and $30.1 million and $7.3 million were recorded as Other current liabilities and Other non-current liabilities, respectively. |
Share-based Payments
Share-based Payments | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Payments | Note 10: Share-based Payments 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) Outstanding as of December 31, 2017 3.5 $ 10.88 8.5 Granted 0.2 17.00 Exercised (0.3 ) 10.01 Forfeited (0.1 ) 11.97 Outstanding as of June 30, 2018 3.3 $ 11.26 8.4 Exercisable as of June 30, 2018 1.0 10.67 7.3 Total recognized compensation cost related to these stock option awards was $1.1 million and $0.6 million for the three months ended June 30, 2018 and 2017, respectively, and $2.3 million and $1.2 million for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018 , the total unrecognized compensation cost related to non-vested time-based option awards was $4.4 million . Performance-Based 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) Outstanding as of December 31, 2017 1.6 $ 11.23 7.8 Granted 0.1 17.00 Exercised — — Forfeited (0.2 ) 11.93 Outstanding as of June 30, 2018 1.5 $ 11.49 7.6 Exercisable as of June 30, 2018 — — — At June 30, 2018 , the total unrecognized compensation cost related to non-vested performance-based option awards was $2.2 million , which will be recognized once the performance condition is met. Restricted Stock Units 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, 2017 0.7 $ 11.28 7.1 $ 13.48 2.5 $ 1.50 Granted 0.0 17.00 0.6 17.00 0.2 3.68 Granted through modification (modified) — — 0.3 17.00 (0.3 ) 1.50 Vested (0.0) 12.00 (0.2 ) 12.77 — — Forfeited (0.0) 12.46 (0.1 ) 13.48 — — Unvested as of June 30, 2018 0.7 $ 11.38 7.7 $ 14.26 2.4 $ 1.68 The following table summarizes the Company's compensation expense related to RSUs (in millions): Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Unrecognized at June 30, 2018 Time-Based RSUs $ 8.1 $ 5.7 $ 12.8 $ 12.4 $ 32.4 Co-Investment RSUs (0.4 ) (0.1 ) (0.2 ) 0.7 0.3 Performance-Based RSUs — — — — 4.1 Equity classified compensation cost $ 7.7 $ 5.6 $ 12.6 $ 13.1 $ 36.8 Liability classified compensation cost 1.5 1.5 3.0 3.0 20.4 Total RSU stock-based compensation cost $ 9.2 $ 7.1 $ 15.6 $ 16.1 $ 57.2 Cassidy Turley - Deferred Purchase 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): Deferred Purchase Obligation Compensation Cost Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Employees $ 2.4 $ 2.8 $ 4.8 $ 5.9 Non-Employees 2.5 2.8 5.9 5.5 Total DPO Expense $ 4.9 $ 5.6 $ 10.7 $ 11.4 In conjunction with the acquisition of Cassidy Turley, Inc. on December 31, 2014, an additional payment of $179.8 million will be made on the fourth anniversary of the closing and is tied to continuing employment. This will be recognized as compensation expense over the four years until it is paid. Selling shareholders were given the option to receive the additional payment in the form of the Company’s shares or cash. The accrued value of the cash-settled portion was $115.1 million and $105.6 million as of June 30, 2018 and December 31, 2017 , respectively and included in Other current liabilities in the unaudited condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11: 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. 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. Deferred lease incentive liabilities were $8.9 million and $6.0 million included in Other current liabilities in the unaudited condensed consolidated balance sheets and $42.6 million and $49.2 million included in Other non-current liabilities in the unaudited condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017 , respectively. 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 9 years and maximum potential future payments of approximately $40.5 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 unaudited condensed consolidated balance sheets. As of June 30, 2018 and December 31, 2017 , contingent liabilities recorded within Other current liabilities were $93.9 million and $88.5 million , respectively and contingent liabilities recorded within Other non-current liabilities were $27.6 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 June 30, 2018 and December 31, 2017 , E&O claims were $50.4 million and $54.1 million , respectively, and workers’ compensation liabilities were $71.1 million and $63.8 million , respectively, included within Other current liabilities and Other non-current liabilities in the unaudited condensed 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 June 30, 2018 and December 31, 2017 , totaling $17.8 million and $18.2 million , respectively. The indemnification periods for all related agreements ended before December 31, 2017. Recoveries not yet received under any expired indemnification agreements are expected to be settled in cash during 2018. The Company had insurance recoverable balances as of June 30, 2018 and December 31, 2017 totaling $17.8 million and $17.6 million . |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12: 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. There were no transaction advisory fees related to integration and financing activities for the three months ended June 30, 2018 and 2017 . Transaction advisory fees related to integration and financing activities were $0.4 million and $0.0 million for the six months ended June 30, 2018 and 2017 , respectively. Additionally, the Company paid an annual fee of $4.3 million , payable quarterly, for management advisory services. In conjunction with the Company’s IPO in the third quarter of 2018, the management services agreement governing these payments was terminated and resulted in a termination fee of $11.9 million . Transactions with equity accounted investees For the three and six months ended June 30, 2018 and 2017 , the Company had no material sales or purchases with equity accounted investees. As of June 30, 2018 and December 31, 2017 , the Company had no material receivables or payables with equity accounted investees. Receivables from affiliates As of June 30, 2018 and December 31, 2017 , the Company had receivables from affiliates of $40.9 million and $34.1 million and $227.8 million and $232.8 million that are included in Prepaid expenses and other current assets and Other non-current assets, respectively, in the unaudited condensed 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 | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13: 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 three and six months ended June 30, 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 audited 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 $3.1 billion and $2.8 billion as of June 30, 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 $3.1 billion and $2.9 billion as of June 30, 2018 and December 31, 2017 , respectively, which excludes debt issuance costs. See Note 8: Long-term Debt and Other Borrowings for additional information. The estimated fair values of interest rate swaps and foreign currency forward contracts and net investment hedges 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. The Company holds investments in privately-held companies that are classified as equity securities which are not required to be consolidated. As of June 30, 2018 and December 31, 2017 , investments in equity securities without readily determinable fair values had a carrying value of approximately $11.8 million and $5.3 million , respectively. The Company did not recognize any investment related impairment losses during the three and six months ended June 30, 2018 . 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 June 30, 2018 and December 31, 2017 (in millions): As of June 30, 2018 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 90.5 $ 90.5 $ — $ — Deferred compensation plan assets 53.8 53.8 — — Foreign currency forward contracts 1.5 — 1.5 — Cross-currency interest rate swaps 11.3 — 11.3 — Foreign currency net investments hedges 0.1 — 0.1 — Interest rate cap agreements 9.8 — 9.8 — Interest rate swap agreements 1.5 — 1.5 — Deferred purchase price receivable 28.7 — — 28.7 Total $ 197.2 $ 144.3 $ 24.2 $ 28.7 Liabilities Deferred compensation plan liabilities $ 52.1 $ 52.1 $ — $ — Foreign currency forward contracts 1.7 — 1.7 — Earn-out liabilities 43.5 — — 43.5 Total $ 97.3 $ 52.1 $ 1.7 $ 43.5 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 unaudited condensed consolidated balance sheets. Deferred compensation liabilities are presented within Accrued compensation and Other non-current liabilities in the unaudited condensed consolidated balance sheets. Foreign Currency Forward Contracts and Net Investment Hedges, and Interest Rate Swaps and Cap Agreements Refer to Note 7: 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 unaudited condensed consolidated balance sheets and is valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flows. Refer to Note 14: Accounts Receivable Securitization for more information. Earn-out Liabilities 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 unaudited condensed 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 Net change in fair value and other adjustments 0.2 2.0 Payments (8.0 ) (11.9 ) Balance as of June 30, $ 43.5 $ 20.6 Balance as of April 1, $ 49.4 $ 22.4 Net change in fair value and other adjustments (0.5 ) 0.1 Payments (5.4 ) (1.9 ) Balance as of June 30, $ 43.5 $ 20.6 |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 6 Months Ended |
Jun. 30, 2018 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization | Note 14: Accounts Receivable Securitization On March 8, 2017, the Company entered into the A/R Securitization, whereby it continuously sells trade receivables to an unaffiliated financial institution. Under the A/R Securitization, one of the Company’s wholly owned subsidiaries sells (or contributes) the receivables to a wholly owned special purpose entity at fair market value. The special purpose entity then sells 100% of the receivables to an unaffiliated financial institution (“the Purchaser”). Although the special purpose entity is a wholly owned subsidiary of the Company, it is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of its assets prior to any assets or value in such special purpose entity becoming available to its equity holders and its assets are not available to pay other creditors of the Company. Upon the initial sale of trade receivables, the Company recorded a $38.3 million DPP and received $85.0 million in cash of the $100.0 million investment limit. The A/R Securitization terminates on March 6, 2020, unless extended or an earlier termination event occurs. 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. Any financial statement impact associated with the servicing liability was immaterial for all periods presented. 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 six months ended June 30, 2018 and 2017 , receivables sold under the A/R securitization were $518.0 million and $469.1 million , respectively, and cash collections from customers on receivables sold were $511.9 million and $324.8 million , respectively, all of which were reinvested in new receivables purchases and are included in cash flows from operating activities in the unaudited condensed consolidated statement of cash flows. As of June 30, 2018 and December 31, 2017 , the outstanding principal on receivables sold under the A/R Securitization were $138.9 million and $132.8 million , respectively. Refer to Note 13: Fair Value Measurements for additional discussion on the fair value of the DPP as of June 30, 2018 and December 31, 2017 . The Company did not recognize any income or loss related to receivables sold for the three and six months ended June 30, 2018 . For the three and six months ended June 30, 2017 , the Company recognized a loss related to the receivables sold of $0.0 million and $1.2 million respectively, that was recorded in Operating, administrative and other expense in the unaudited condensed consolidated statements of operations. Based on the Company’s collection history, the fair value of the receivables sold subsequent to the initial sale approximates carrying value. For the three and six months ended June 30, 2018 and 2017 , the Company incurred program costs of $1.4 million and $2.2 million , and $0.7 million and $2.2 million , respectively, which were included in Operating, administrative and other expenses in the unaudited condensed consolidated statements of operations. During the third quarter of 2018, the Company amended the A/R Securitization to increase its capacity to $125.0 million . Refer to Note 16: Subsequent Events for additional information. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 15: Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated unaudited condensed consolidated balance sheets to the sum of such amounts presented in the unaudited condensed consolidated statements of cash flows (in millions): Six Months Ended Six Months Ended Cash and cash equivalents, beginning of period $ 405.6 $ 382.3 Restricted cash recorded in Prepaid expenses and other current assets, beginning of period 62.3 42.5 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, beginning of period $ 467.9 $ 424.8 Cash and cash equivalents, end of period $ 382.4 $ 327.7 Restricted cash recorded in Prepaid expenses and other current assets, end of period 52.2 63.5 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, end of period $ 434.6 $ 391.2 Supplemental cash flows and non-cash investing and financing activities are as follows (in millions): Six Months Ended Six Months Ended Cash paid for: Interest $ 85.0 $ 64.3 Income taxes 27.4 17.2 Non-cash investing/financing activities: Property and equipment acquired through capital leases 2.7 2.1 Deferred and contingent payment obligation incurred through acquisitions — 2.5 Equity issued in conjunction with acquisitions — 1.0 (Decrease) increase in beneficial interest in a securitization (13.2 ) 56.7 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16: Subsequent Events The Company has evaluated subsequent events through September 6, 2018 , the date on which the financial statements were issued. On June 13, 2018, a new entity was incorporated in England and Wales, Cushman & Wakefield Limited. On July 6, 2018, a share-for-share exchange occurred between the shareholders of DTZ Jersey Holdings Limited and Cushman & Wakefield Limited, after which Cushman & Wakefield Limited became the new holding entity for the Company’s subsidiaries. On July 12, 2018, Cushman & Wakefield Limited reduced the nominal value of each ordinary share issued to $0.01 . On July 19, 2018, Cushman & Wakefield Limited re-registered as a public limited company organized under the laws of England and Wales named Cushman & Wakefield plc. Following the Re-registration, the Company undertook a share consolidation of its outstanding ordinary shares, 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. 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. This IPO resulted in net proceeds of approximately $823.9 million after deducting $55.9 million in offering expenses. 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. This Concurrent Private Placement resulted in net proceeds of approximately $170.6 million after deducting fees related to the private placement. On August 8, 2018, the Company paid off the outstanding principal of $450.0 million of its Second Lien Loan. This resulted in the acceleration of outstanding deferred financing fees of $8.3 million . On August 20, 2018, the Company amended the A/R Securitization to increase its capacity to $125.0 million . The A/R Securitization is scheduled to expire on August 20, 2021 unless renewed by the mutual consent of the parties. On August 21, 2018, the Company entered into a $3.5 billion Credit Agreement, comprised of a $2.7 billion term loan and a $810.0 million revolving credit facility. Net proceeds from the term loan were $2.7 billion ( $2.7 billion aggregate principal amount less $13.5 million stated discount and $17.1 million in debt transaction costs). With the proceeds from the Credit Agreement, the Company subsequently paid off all outstanding principal and accrued interest under the First Lien Credit Agreement of $2.6 billion and $25.9 million , respectively, which also resulted in acceleration of unamortized deferred financing fees of $39.2 million . The Credit Agreement bears interest at the Company's election, at a rate equal to either (i) the Eurodollar Rate (as defined in the Credit Agreement), plus an applicable margin equal to 3.25% per annum or (ii) the Base Rate (as defined in the Credit Agreement), plus an applicable margin equal to 2.25% per annum. The Company selected an initial interest rate equal to the Eurodollar Rate plus the applicable margin of 3.25% per annum. The Credit Agreement matures on August 21, 2025. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
New accounting pronouncements not yet adopted | The Company has adopted the following new accounting standards: 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 share-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 ("Topic 715") . 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 statement of operations presentation, while the change in capitalized benefit cost is to be applied prospectively. 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 unaudited condensed consolidated statements of operations for the three and six months ended June 30, 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 Company adopted this standard effective January 1, 2018 on a retrospective basis. As a result of adoption, for the six months ended June 30, 2017 , the Company classified a cash inflow of $85.0 million as investing activities on the unaudited condensed consolidated statement of cash flows, and classified $56.7 million as Non-cash investing activities as disclosed in Note 15: Supplemental Cash Flow Information related to the Company's Accounts Receivable Securitization program (the "A/R Securitization"). Refer to Note 14: Accounts Receivable Securitization for additional information. The other cash flow issues included in ASU No. 2016-15 had an immaterial impact on 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 Company’s restricted cash balances are presented in the statement of financial position 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 statement 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. The following recently issued accounting standards are not yet required to be reflected in the unaudited condensed consolidated financial statements of the Company: Leases In February 2016, the FASB issued ASU No. 2016-02, Leases ( together with all subsequent amendments, "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 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 operational 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. The Company is currently evaluating and quantifying the expected adoption impact of this standard, which will include an increase to right-of-use assets and lease liabilities on the unaudited condensed consolidated balance sheet associated with the Company's operating lease portfolio. 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 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 Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. 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 share-based payments granted to non-employees for acquiring goods and services. Under the new guidance, the measurement date and performance and vesting conditions for share-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. Additional Accounting Standard Changes In July 2018, the FASB issued ASU 2018‑09, Codification Improvements . The amendments in ASU 2018-09 represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating inconsistencies and providing clarifications in current guidance. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. 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, Fair Value Measurement, 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. 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. 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 is currently evaluating the effect, if any, that the ASU will have on its financial statements. |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of summarized financial information by segment | Summarized financial information by segment is as follows (in millions): Americas Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenue $ 1,372.1 $ 1,128.7 $ 2,578.3 $ 2,115.9 Less: Gross contract costs (383.0 ) (239.8 ) (739.3 ) (471.4 ) Acquisition accounting adjustments 2.4 2.5 2.5 12.6 Total Fee revenue $ 991.5 $ 891.4 $ 1,841.5 $ 1,657.1 Service lines: Property, facilities and project management 426.2 406.8 830.4 797.7 Leasing 374.3 305.7 620.3 520.1 Capital markets 150.9 122.7 314.0 241.3 Valuation and other 40.1 56.2 76.8 98.0 Total Fee revenue $ 991.5 $ 891.4 $ 1,841.5 $ 1,657.1 Segment operating expenses $ 1,251.6 $ 1,041.0 $ 2,395.5 $ 2,003.3 Less: Gross contract costs (383.0 ) (239.8 ) (739.3 ) (471.4 ) Total Fee-based operating expenses $ 868.6 $ 801.2 $ 1,656.2 $ 1,531.9 Adjusted EBITDA $ 122.9 $ 90.0 $ 185.4 $ 125.0 EMEA Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenue $ 214.8 $ 199.5 $ 424.0 $ 346.8 Less: Gross contract costs (15.1 ) (19.3 ) (61.0 ) (37.8 ) Total Fee revenue $ 199.7 $ 180.2 $ 363.0 $ 309.0 Service lines: Property, facilities and project management 63.5 48.0 118.1 86.6 Leasing 58.8 58.3 106.7 99.2 Capital markets 34.6 34.4 58.5 54.0 Valuation and other 42.8 39.5 79.7 69.2 Total Fee revenue $ 199.7 $ 180.2 $ 363.0 $ 309.0 Segment operating expenses $ 196.0 $ 177.3 $ 415.2 $ 338.0 Less: Gross contract costs (15.1 ) (19.3 ) (61.0 ) (37.8 ) Total Fee-based operating expenses $ 180.9 $ 158.0 $ 354.2 $ 300.2 Adjusted EBITDA $ 20.1 $ 22.4 $ 11.5 $ 9.6 APAC Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenue $ 387.4 $ 372.4 $ 739.7 $ 699.2 Less: Gross contract costs (134.2 ) (142.4 ) (253.8 ) (260.1 ) Acquisition accounting adjustments — 0.1 — 0.1 Total Fee revenue $ 253.2 $ 230.1 $ 485.9 $ 439.2 Service lines: Property, facilities and project management 167.4 162.5 323.6 320.9 Leasing 43.0 32.9 69.0 56.5 Capital markets 15.5 13.7 42.6 22.4 Valuation and other 27.3 21.0 50.7 39.4 Total Fee revenue $ 253.2 $ 230.1 $ 485.9 $ 439.2 Segment operating expenses $ 361.7 $ 354.6 $ 693.0 $ 674.4 Less: Gross contract costs (134.2 ) (142.4 ) (253.8 ) (260.1 ) Total Fee-based operating expenses $ 227.5 $ 212.2 $ 439.2 $ 414.3 Adjusted EBITDA $ 26.8 $ 18.2 $ 47.7 $ 25.1 |
Schedule of adjusted EBITDA | Adjusted EBITDA is calculated as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net loss attributable to the Company $ (32.2 ) $ (47.3 ) $ (124.2 ) $ (167.0 ) Add/(less): Depreciation and amortization 71.6 65.9 141.4 128.9 Interest expense, net of interest income 52.0 44.0 96.4 85.7 Provision (benefit) from income taxes 15.1 (32.5 ) (16.6 ) (74.2 ) Integration and other costs related to acquisitions 41.1 79.2 106.8 141.8 Stock-based compensation 8.8 6.2 14.9 14.3 Cassidy Turley deferred payment obligation 10.9 11.0 21.3 22.1 Other 2.5 4.1 4.6 8.1 Adjusted EBITDA $ 169.8 $ 130.6 $ 244.6 $ 159.7 |
Schedule of reconciliation of Fee-based operating expenses | Below is the reconciliation of total costs of Fee-based operating expenses by segment to Consolidated Fee-based operating expenses (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Americas Fee-based operating expenses $ 868.6 $ 801.2 $ 1,656.2 $ 1,531.9 EMEA Fee-based operating expenses 180.9 158.0 354.2 300.2 APAC Fee-based operating expenses 227.5 212.2 439.2 414.3 Segment Fee-based operating expenses 1,277.0 1,171.4 2,449.6 2,246.4 Depreciation and amortization 71.6 65.9 141.4 128.9 Integration and other costs related to acquisitions (1) 38.7 76.6 104.3 129.1 Stock-based compensation 8.8 6.2 14.9 14.3 Cassidy Turley deferred payment obligation 10.9 11.0 21.3 22.1 Other 2.5 4.1 4.6 8.1 Fee-based operating expenses $ 1,409.5 $ 1,335.2 $ 2,736.1 $ 2,548.9 (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. Below is the reconciliation of total costs and expenses to Fee-based operating expenses (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total operating expenses $ 1,941.8 $ 1,736.7 $ 3,790.2 $ 3,318.2 Less: Gross contract costs (532.3 ) (401.5 ) (1,054.1 ) (769.3 ) Fee-based operating expenses $ 1,409.5 $ 1,335.2 $ 2,736.1 $ 2,548.9 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Basic and Diluted EPS Net loss attributable to shareholders $ (32.2 ) $ (47.3 ) $ (124.2 ) $ (167.0 ) Weighted average shares outstanding for basic and diluted loss per share 145.7 143.7 145.5 143.4 Basic and diluted loss per common share attributable to shareholders $ (0.22 ) $ (0.33 ) $ (0.85 ) $ (1.16 ) |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of changes in the contract assets and contract liabilities | Significant changes in the contract assets and contract liabilities during the period 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 101.1 Contract assets transferred to accounts receivable (65.5 ) Balance as of June 30, 2018 $ 179.7 Contract Liabilities Balance as of December 31, 2017 $ 46.4 Contract liabilities recognized upon adoption — Contract liabilities recognized for cash received in advance 405.5 Contract liabilities reduced due to revenue recognition criteria being satisfied (395.5 ) Balance as of June 30, 2018 $ 56.4 |
Disaggregation of revenue | The following tables disaggregate revenue by reportable segment and service line (in millions): Three months ended June 30, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Recognized over time $ 804.5 $ 77.7 $ 301.7 $ 1,183.9 Leasing Recognized at a point in time 374.2 59.0 43.0 476.2 Capital markets Recognized at a point in time 151.4 34.6 15.5 201.5 Valuation and other Recognized at a point in time 42.0 43.5 27.2 112.7 Total revenue $ 1,372.1 $ 214.8 $ 387.4 $ 1,974.3 Six Months Ended June 30, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Recognized over time $ 1,562.7 $ 177.6 $ 577.5 $ 2,317.8 Leasing Recognized at a point in time 621.5 107.0 69.0 797.5 Capital markets Recognized at a point in time 315.0 58.5 42.6 416.1 Valuation and other Recognized at a point in time 79.1 80.9 50.6 210.6 Total revenue $ 2,578.3 $ 424.0 $ 739.7 $ 3,742.0 |
Schedule of new accounting pronouncements and changes in accounting principles | The following table compares the reported unaudited condensed consolidated balance sheet as of June 30, 2018 and the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 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 June 30, 2018 (in millions): Balance as of June 30, 2018 Balance Sheet Balance Without Adoption of Topic 606 Adoption Impact As Reported Trade and other receivables $ 1,296.1 $ 49.8 $ 1,345.9 Prepaid expenses and other current assets 199.7 140.0 339.7 Total current assets 1,889.6 189.8 2,079.4 Other non-current assets 408.1 39.7 447.8 Total assets 5,617.2 229.5 5,846.7 Accounts payable and accrued expenses 697.6 48.6 746.2 Accrued compensation 740.8 93.4 834.2 Total current liabilities 1,727.4 142.0 1,869.4 Deferred tax liabilities 130.5 14.5 145.0 Other non-current liabilities 360.7 28.8 389.5 Total liabilities 5,220.8 185.3 5,406.1 Accumulated deficit (1,297.1 ) 43.6 (1,253.5 ) Accumulated other comprehensive loss (91.7 ) 0.6 (91.1 ) Total equity 396.4 44.2 440.6 Total liabilities and shareholders’ equity 5,617.2 229.5 5,846.7 Three Months Ended June 30, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 1,875.1 $ 99.2 $ 1,974.3 Cost of services 1,471.9 92.8 1,564.7 Total costs and expenses 1,849.0 92.8 1,941.8 Operating income 26.1 6.4 32.5 Loss before income taxes (23.5 ) 6.4 (17.1 ) Provision for income taxes 13.9 1.2 15.1 Net loss $ (37.4 ) $ 5.2 $ (32.2 ) Six Months Ended June 30, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 3,513.6 $ 228.4 $ 3,742.0 Cost of services 2,820.3 217.7 3,038.0 Total costs and expenses 3,572.5 217.7 3,790.2 Operating (loss) income (58.9 ) 10.7 (48.2 ) Loss before income taxes (151.5 ) 10.7 (140.8 ) (Benefit) provision for income taxes (18.8 ) 2.2 (16.6 ) Net loss $ (132.7 ) $ 8.5 $ (124.2 ) |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following table summarizes the changes in the carrying amount of goodwill for the six months ended June 30, 2018 (in millions): Americas APAC EMEA Total Balance as of December 31, 2017 $ 1,249.7 $ 266.6 $ 249.0 $ 1,765.3 Measurement period adjustments 11.3 — — 11.3 Effect of movements in exchange rates and other (5.8 ) (14.3 ) (6.3 ) (26.4 ) Balance as of June 30, 2018 $ 1,255.2 $ 252.3 $ 242.7 $ 1,750.2 |
Summary of Finite-Lived Intangible Assets | The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of June 30, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,197.1 (553.9 ) 643.2 Other intangible assets 2 – 13 26.7 (12.0 ) 14.7 Total intangible assets $ 1,769.8 $ (565.9 ) $ 1,203.9 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 June 30, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,197.1 (553.9 ) 643.2 Other intangible assets 2 – 13 26.7 (12.0 ) 14.7 Total intangible assets $ 1,769.8 $ (565.9 ) $ 1,203.9 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 |
Derivative Financial Instrume29
Derivative Financial Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2018 and December 31, 2017 (in millions): June 30, 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 $ 137.3 $ 11.3 $ — $ 7.1 $ 0.4 Interest rate swaps 135.0 1.5 — 0.5 — Interest rate caps 2,035.0 9.8 — 8.9 — Net investment hedges: Foreign currency net investment hedges 29.9 0.1 — — 0.7 Non-designated: Foreign currency forward contracts 252.4 1.5 1.7 0.8 2.2 |
Schedule of Effect of Derivatives As Hedges, Net of Applicable Income Taxes | 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) For the Six Months Ended June 30, 2018 Foreign currency cash flow hedges $ 2.2 $ (4.8 ) $ 4.1 $ 1.5 Foreign currency net investment hedges 0.7 (1.1 ) — (0.4 ) Interest rate cash flow hedges (22.5 ) (25.1 ) 5.3 (42.3 ) $ (19.6 ) $ (31.0 ) 1 $ 9.4 2 $ (41.2 ) For the Six Months Ended June 30, 2017 Foreign currency cash flow hedges $ 0.9 $ 6.7 $ (6.2 ) $ 1.4 Foreign currency net investment hedges (1.9 ) 1.6 — (0.3 ) Interest rate cash flow hedges (16.4 ) 11.5 0.5 (4.4 ) $ (17.4 ) $ 19.8 1 $ (5.7 ) 2 $ (3.3 ) (1) Amount is net of related income tax expense (benefit) of $5.7 million and $(4.7) million for the six months ended June 30, 2018 and June 30, 2017 , respectively. (2) Amount is net of related income tax (expense) benefit of $(1.4) million and $5.9 million for the six months ended June 30, 2018 and June 30, 2017 , respectively. The following tables presents the effect of derivatives designated as hedges, net of applicable income taxes, in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2018 and 2017 (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) For the Three Months Ended June 30, 2018 Foreign currency cash flow hedges $ 2.3 $ (8.0 ) $ 7.2 $ 1.5 Foreign currency net investment hedges 0.7 (1.1 ) — (0.4 ) Interest rate cash flow hedges (36.5 ) (7.8 ) 2.0 (42.3 ) $ (33.5 ) $ (16.9 ) 1 $ 9.2 2 $ (41.2 ) For the Three Months Ended June 30, 2017 Foreign currency cash flow hedges $ 1.5 $ 2.9 $ (3.0 ) $ 1.4 Foreign currency net investment hedges (0.8 ) 0.5 — (0.3 ) Interest rate cash flow hedges (15.8 ) 9.3 2.1 (4.4 ) $ (15.1 ) $ 12.7 1 $ (0.9 ) 2 $ (3.3 ) (1) Amount is net of related income tax expense (benefit) of $1.8 million and $(3.0) million for the three months ended June 30, 2018 and June 30, 2017 , respectively. (2) Amount is net of related income tax (expense) benefit of $(0.6) million and $4.7 million for the three months ended June 30, 2018 and June 30, 2017 , respectively. |
Long-term Debt and Other Borr30
Long-term Debt and Other Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in millions): As of June 30, 2018 As of December 31, 2017 Collateralized: First Lien Loan, as amended, net of unamortized discount and issuance costs of $40.8 million and $44.6 million $ 2,581.3 $ 2,341.1 Second Lien Loan, as amended, net of unamortized discount and issuance costs of $8.4 million and $10.0 million 441.6 460.0 Capital lease liability 14.0 15.3 Notes payable to former stockholders 0.8 21.2 Total long-term debt 3,037.7 2,837.6 Less current portion (35.5 ) (53.6 ) Total non-current long-term debt $ 3,002.2 $ 2,784.0 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 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 December 31, 2017 $ 26.3 $ 11.1 $ 37.4 Restructuring (credits) charges (1.8 ) 5.7 3.9 Payments and other (1) (17.2 ) (4.2 ) (21.4 ) Balance as of June 30, 2018 $ 7.3 $ 12.6 $ 19.9 (1) Other consists of changes in the liability balance due to foreign currency translation. |
Share-based Payments (Tables)
Share-based Payments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Outstanding Time-Based and Performance-Based Stock Options | 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) Outstanding as of December 31, 2017 3.5 $ 10.88 8.5 Granted 0.2 17.00 Exercised (0.3 ) 10.01 Forfeited (0.1 ) 11.97 Outstanding as of June 30, 2018 3.3 $ 11.26 8.4 Exercisable as of June 30, 2018 1.0 10.67 7.3 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) Outstanding as of December 31, 2017 1.6 $ 11.23 7.8 Granted 0.1 17.00 Exercised — — Forfeited (0.2 ) 11.93 Outstanding as of June 30, 2018 1.5 $ 11.49 7.6 Exercisable as of June 30, 2018 — — — |
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, 2017 0.7 $ 11.28 7.1 $ 13.48 2.5 $ 1.50 Granted 0.0 17.00 0.6 17.00 0.2 3.68 Granted through modification (modified) — — 0.3 17.00 (0.3 ) 1.50 Vested (0.0) 12.00 (0.2 ) 12.77 — — Forfeited (0.0) 12.46 (0.1 ) 13.48 — — Unvested as of June 30, 2018 0.7 $ 11.38 7.7 $ 14.26 2.4 $ 1.68 |
Summary of Compensation Expense Related to RSUs | The following table summarizes the Company's compensation expense related to RSUs (in millions): Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Unrecognized at June 30, 2018 Time-Based RSUs $ 8.1 $ 5.7 $ 12.8 $ 12.4 $ 32.4 Co-Investment RSUs (0.4 ) (0.1 ) (0.2 ) 0.7 0.3 Performance-Based RSUs — — — — 4.1 Equity classified compensation cost $ 7.7 $ 5.6 $ 12.6 $ 13.1 $ 36.8 Liability classified compensation cost 1.5 1.5 3.0 3.0 20.4 Total RSU stock-based compensation cost $ 9.2 $ 7.1 $ 15.6 $ 16.1 $ 57.2 |
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): Deferred Purchase Obligation Compensation Cost Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 Employees $ 2.4 $ 2.8 $ 4.8 $ 5.9 Non-Employees 2.5 2.8 5.9 5.5 Total DPO Expense $ 4.9 $ 5.6 $ 10.7 $ 11.4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2018 and December 31, 2017 (in millions): As of June 30, 2018 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 90.5 $ 90.5 $ — $ — Deferred compensation plan assets 53.8 53.8 — — Foreign currency forward contracts 1.5 — 1.5 — Cross-currency interest rate swaps 11.3 — 11.3 — Foreign currency net investments hedges 0.1 — 0.1 — Interest rate cap agreements 9.8 — 9.8 — Interest rate swap agreements 1.5 — 1.5 — Deferred purchase price receivable 28.7 — — 28.7 Total $ 197.2 $ 144.3 $ 24.2 $ 28.7 Liabilities Deferred compensation plan liabilities $ 52.1 $ 52.1 $ — $ — Foreign currency forward contracts 1.7 — 1.7 — Earn-out liabilities 43.5 — — 43.5 Total $ 97.3 $ 52.1 $ 1.7 $ 43.5 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 Net change in fair value and other adjustments 0.2 2.0 Payments (8.0 ) (11.9 ) Balance as of June 30, $ 43.5 $ 20.6 Balance as of April 1, $ 49.4 $ 22.4 Net change in fair value and other adjustments (0.5 ) 0.1 Payments (5.4 ) (1.9 ) Balance as of June 30, $ 43.5 $ 20.6 |
Supplemental Cash Flow Inform34
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated unaudited condensed consolidated balance sheets to the sum of such amounts presented in the unaudited condensed consolidated statements of cash flows (in millions): Six Months Ended Six Months Ended Cash and cash equivalents, beginning of period $ 405.6 $ 382.3 Restricted cash recorded in Prepaid expenses and other current assets, beginning of period 62.3 42.5 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, beginning of period $ 467.9 $ 424.8 Cash and cash equivalents, end of period $ 382.4 $ 327.7 Restricted cash recorded in Prepaid expenses and other current assets, end of period 52.2 63.5 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, end of period $ 434.6 $ 391.2 Supplemental cash flows and non-cash investing and financing activities are as follows (in millions): Six Months Ended Six Months Ended Cash paid for: Interest $ 85.0 $ 64.3 Income taxes 27.4 17.2 Non-cash investing/financing activities: Property and equipment acquired through capital leases 2.7 2.1 Deferred and contingent payment obligation incurred through acquisitions — 2.5 Equity issued in conjunction with acquisitions — 1.0 (Decrease) increase in beneficial interest in a securitization (13.2 ) 56.7 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) $ / shares in Units, $ in Millions | Jul. 19, 2018 | Jun. 30, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Jul. 12, 2018$ / shares |
Subsequent Event [Line Items] | ||||
Ordinary shares, nominal value per share (in dollars per share) | $ / shares | $ 0.10 | $ 10 | ||
Tax Cuts and Jobs Act of 2017, provisional income tax expense (benefit) | $ 83.1 | |||
Net income tax benefit increase | 22.2 | |||
Provision (benefit) from income taxes | 0.7 | |||
Tax Cuts and Jobs Act of 2017, incomplete accounting, change in tax rate, provisional income tax expense (benefit) | 124.2 | $ 124.9 | ||
Tax Cuts and Jobs Act of 2017, transition tax for accumulated foreign earnings, provisional income tax expense | 21.5 | |||
Effective income tax rate reconciliation, repatriation of foreign earnings | 41.8 | $ 63.3 | ||
Tax Cuts and Jobs Act of 2017, change in tax rate, deferred tax asset, provisional income tax expense | 11.5 | |||
Tax Cuts and Jobs Act of 2017, change in tax rate, provisional liability, current | $ 2.8 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Ordinary shares, nominal value per share (in dollars per share) | $ / shares | $ 0.01 | |||
Stock split ratio | 0.1 |
New Accounting Standards - Narr
New Accounting Standards - Narrative(Details) - USD ($) $ in Millions | Mar. 08, 2017 | Jun. 30, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash inflow, investing activities | $ 85 | |
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 | $ 56.7 |
Segment Data - Schedule of summ
Segment Data - Schedule of summarized financial information by segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 1,974.3 | $ 1,700.6 | $ 3,742 | $ 3,161.9 |
Less: Gross contract costs | (532.3) | (401.5) | (1,054.1) | (769.3) |
Total Fee-based operating expenses | 1,409.5 | 1,335.2 | 2,736.1 | 2,548.9 |
Adjusted EBITDA | 169.8 | 130.6 | 244.6 | 159.7 |
Americas | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,372.1 | 2,578.3 | ||
EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 214.8 | 424 | ||
APAC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 387.4 | 739.7 | ||
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Fee-based operating expenses | 1,277 | 1,171.4 | 2,449.6 | 2,246.4 |
Operating segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,372.1 | 1,128.7 | 2,578.3 | 2,115.9 |
Less: Gross contract costs | (383) | (239.8) | (739.3) | (471.4) |
Acquisition accounting adjustments | 2.4 | 2.5 | 2.5 | 12.6 |
Fee revenue | 991.5 | 891.4 | 1,841.5 | 1,657.1 |
Segment operating expenses | 1,251.6 | 1,041 | 2,395.5 | 2,003.3 |
Total Fee-based operating expenses | 868.6 | 801.2 | 1,656.2 | 1,531.9 |
Adjusted EBITDA | 122.9 | 90 | 185.4 | 125 |
Operating segments | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 214.8 | 199.5 | 424 | 346.8 |
Less: Gross contract costs | (15.1) | (19.3) | (61) | (37.8) |
Fee revenue | 199.7 | 180.2 | 363 | 309 |
Segment operating expenses | 196 | 177.3 | 415.2 | 338 |
Total Fee-based operating expenses | 180.9 | 158 | 354.2 | 300.2 |
Adjusted EBITDA | 20.1 | 22.4 | 11.5 | 9.6 |
Operating segments | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 387.4 | 372.4 | 739.7 | 699.2 |
Less: Gross contract costs | (134.2) | (142.4) | (253.8) | (260.1) |
Acquisition accounting adjustments | 0 | 0.1 | 0 | 0.1 |
Fee revenue | 253.2 | 230.1 | 485.9 | 439.2 |
Segment operating expenses | 361.7 | 354.6 | 693 | 674.4 |
Total Fee-based operating expenses | 227.5 | 212.2 | 439.2 | 414.3 |
Adjusted EBITDA | 26.8 | 18.2 | 47.7 | 25.1 |
Operating segments | Property, facilities and project management | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 426.2 | 406.8 | 830.4 | 797.7 |
Operating segments | Property, facilities and project management | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 63.5 | 48 | 118.1 | 86.6 |
Operating segments | Property, facilities and project management | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 167.4 | 162.5 | 323.6 | 320.9 |
Operating segments | Leasing | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 374.3 | 305.7 | 620.3 | 520.1 |
Operating segments | Leasing | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 58.8 | 58.3 | 106.7 | 99.2 |
Operating segments | Leasing | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 43 | 32.9 | 69 | 56.5 |
Operating segments | Capital markets | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 150.9 | 122.7 | 314 | 241.3 |
Operating segments | Capital markets | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 34.6 | 34.4 | 58.5 | 54 |
Operating segments | Capital markets | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 15.5 | 13.7 | 42.6 | 22.4 |
Operating segments | Valuation and other | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 40.1 | 56.2 | 76.8 | 98 |
Operating segments | Valuation and other | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 42.8 | 39.5 | 79.7 | 69.2 |
Operating segments | Valuation and other | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | $ 27.3 | $ 21 | $ 50.7 | $ 39.4 |
Segment Data - Schedule of adju
Segment Data - Schedule of adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Net loss | $ (32.2) | $ (47.3) | $ (124.2) | $ (167) |
Depreciation and amortization | 71.6 | 65.9 | 141.4 | 128.9 |
Interest expense, net of interest income | 52 | 44 | 96.4 | 85.7 |
Provision (benefit) from income taxes | 15.1 | (32.5) | (16.6) | (74.2) |
Integration and other costs related to acquisitions | 41.1 | 79.2 | 106.8 | 141.8 |
Stock-based compensation | 8.8 | 6.2 | 14.9 | 14.3 |
Cassidy Turley deferred payment obligation | 10.9 | 11 | 21.3 | 22.1 |
Other | 2.5 | 4.1 | 4.6 | 8.1 |
Adjusted EBITDA | $ 169.8 | $ 130.6 | $ 244.6 | $ 159.7 |
Segment Data - Schedule of reco
Segment Data - Schedule of reconciliation of total costs and expenses to Fee-based operating expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Total operating expenses | $ 1,941.8 | $ 1,736.7 | $ 3,790.2 | $ 3,318.2 |
Less: Gross contract costs | (532.3) | (401.5) | (1,054.1) | (769.3) |
Total Fee-based operating expenses | $ 1,409.5 | $ 1,335.2 | $ 2,736.1 | $ 2,548.9 |
Segment Data - Schedule of re40
Segment Data - Schedule of reconciliation of Fee-based operating expenses by segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | $ 1,409.5 | $ 1,335.2 | $ 2,736.1 | $ 2,548.9 |
Depreciation and amortization | 71.6 | 65.9 | 141.4 | 128.9 |
Integration and other costs related to acquisitions | 38.7 | 76.6 | 104.3 | 129.1 |
Stock-based compensation | 8.8 | 6.2 | 14.9 | 14.3 |
Cassidy Turley deferred payment obligation | 10.9 | 11 | 21.3 | 22.1 |
Other | 2.5 | 4.1 | 4.6 | 8.1 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | 1,277 | 1,171.4 | 2,449.6 | 2,246.4 |
Operating segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | 868.6 | 801.2 | 1,656.2 | 1,531.9 |
Operating segments | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | 180.9 | 158 | 354.2 | 300.2 |
Operating segments | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | $ 227.5 | $ 212.2 | $ 439.2 | $ 414.3 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Potentially dilutive securities not included in computation (in shares) | 18.5 | 16.1 | 18.3 | 16.1 |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to shareholders | $ (32.2) | $ (47.3) | $ (124.2) | $ (167) |
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 145.7 | 143.7 | 145.5 | 143.4 |
Basic and diluted loss per common share attributable to shareholders (in dollars per share) | $ (0.22) | $ (0.33) | $ (0.85) | $ (1.16) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | $ 1,974.3 | $ 1,700.6 | $ 3,742 | $ 3,161.9 | ||
Contract assets | 179.7 | 179.7 | $ 0 | |||
Total assets | 5,846.7 | 5,846.7 | 5,797.9 | |||
Prepaid expenses and other current assets | 339.7 | 339.7 | 176.3 | |||
Trade and other receivables | 1,345.9 | 1,345.9 | 1,314 | |||
Total liabilities | 5,406.1 | 5,406.1 | 5,294 | |||
Accrued compensation | 834.2 | 834.2 | 864.8 | |||
Deferred tax liabilities | 145 | 145 | 157.5 | |||
Other non-current liabilities | 389.5 | 389.5 | $ 386.9 | |||
Net loss | (32.2) | $ (47.3) | (124.2) | (167) | ||
Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accumulated deficit | $ 35.9 | |||||
Prepaid expenses and other current assets | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Contract assets | 140 | 140 | ||||
Other non-current assets | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Contract assets | 39.7 | 39.7 | ||||
Adoption Impact | Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | 99.2 | 228.4 | ||||
Total assets | 229.5 | 229.5 | ||||
Prepaid expenses and other current assets | 140 | 140 | ||||
Trade and other receivables | 49.8 | 49.8 | ||||
Total liabilities | 185.3 | 185.3 | ||||
Accrued compensation | 93.4 | 93.4 | ||||
Deferred tax liabilities | 14.5 | 14.5 | ||||
Other non-current liabilities | 28.8 | 28.8 | ||||
Net loss | 5.2 | 8.5 | ||||
Adoption Impact | Accounting Standards Update 2014-09 | Reimbursed expenses | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | 84 | 203.5 | ||||
Adoption Impact | Accounting Standards Update 2014-09 | Variable consideration | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | $ 15.2 | 24.9 | ||||
Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net loss | $ (124.2) | $ (167) | ||||
Accumulated Deficit | Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accumulated deficit | 35.9 | |||||
Accumulated Deficit | Adoption Impact | Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accumulated deficit | $ 35.9 |
Revenue - Schedule of significa
Revenue - Schedule of significant changes in contract assets and contract liabilities (Details) $ in Millions | 6 Months Ended |
Jun. 30, 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 | 101.1 |
Contract assets transferred to accounts receivable | (65.5) |
Balance as of June 30, 2018 | 179.7 |
Contract Liabilities | |
Balance as of December 31, 2017 | 46.4 |
Contract liabilities recognized upon adoption | 0 |
Contract liabilities recognized for cash received in advance | 405.5 |
Contract liabilities reduced due to revenue recognition criteria being satisfied | (395.5) |
Balance as of June 30, 2018 | $ 56.4 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,974.3 | $ 1,700.6 | $ 3,742 | $ 3,161.9 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,372.1 | 2,578.3 | ||
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 214.8 | 424 | ||
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 387.4 | 739.7 | ||
Property, facilities and project management | Recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,183.9 | 2,317.8 | ||
Property, facilities and project management | Americas | Recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 804.5 | 1,562.7 | ||
Property, facilities and project management | EMEA | Recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 77.7 | 177.6 | ||
Property, facilities and project management | APAC | Recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 301.7 | 577.5 | ||
Leasing | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 476.2 | 797.5 | ||
Leasing | Americas | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 374.2 | 621.5 | ||
Leasing | EMEA | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 59 | 107 | ||
Leasing | APAC | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 43 | 69 | ||
Capital markets | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 201.5 | 416.1 | ||
Capital markets | Americas | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 151.4 | 315 | ||
Capital markets | EMEA | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 34.6 | 58.5 | ||
Capital markets | APAC | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15.5 | 42.6 | ||
Valuation and other | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 112.7 | 210.6 | ||
Valuation and other | Americas | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 42 | 79.1 | ||
Valuation and other | EMEA | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 43.5 | 80.9 | ||
Valuation and other | APAC | Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 27.2 | $ 50.6 |
Revenue - Impact of new revenue
Revenue - Impact of new revenue guidance on balance sheets (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Trade and other receivables | $ 1,345.9 | $ 1,314 | ||
Prepaid expenses and other current assets | 339.7 | 176.3 | ||
Total current assets | 2,079.4 | 1,910.5 | ||
Other non-current assets | 447.8 | 432.8 | ||
Total assets | 5,846.7 | 5,797.9 | ||
Accounts payable and accrued expenses | 746.2 | |||
Accrued compensation | 834.2 | 864.8 | ||
Total current liabilities | 1,869.4 | 1,965.6 | ||
Deferred tax liabilities | 145 | 157.5 | ||
Other non-current liabilities | 389.5 | 386.9 | ||
Total liabilities | 5,406.1 | 5,294 | ||
Accumulated deficit | (1,253.5) | (1,165.2) | ||
Accumulated other comprehensive loss | (91.1) | (87.2) | ||
Total equity | 440.6 | 503.9 | $ 479.6 | $ 590 |
Total liabilities and shareholders’ equity | 5,846.7 | $ 5,797.9 | ||
Balance Without Adoption of Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Trade and other receivables | 1,296.1 | |||
Prepaid expenses and other current assets | 199.7 | |||
Total current assets | 1,889.6 | |||
Other non-current assets | 408.1 | |||
Total assets | 5,617.2 | |||
Accounts payable and accrued expenses | 697.6 | |||
Accrued compensation | 740.8 | |||
Total current liabilities | 1,727.4 | |||
Deferred tax liabilities | 130.5 | |||
Other non-current liabilities | 360.7 | |||
Total liabilities | 5,220.8 | |||
Accumulated deficit | (1,297.1) | |||
Accumulated other comprehensive loss | (91.7) | |||
Total equity | 396.4 | |||
Total liabilities and shareholders’ equity | 5,617.2 | |||
Accounting Standards Update 2014-09 | Adoption Impact | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Trade and other receivables | 49.8 | |||
Prepaid expenses and other current assets | 140 | |||
Total current assets | 189.8 | |||
Other non-current assets | 39.7 | |||
Total assets | 229.5 | |||
Accounts payable and accrued expenses | 48.6 | |||
Accrued compensation | 93.4 | |||
Total current liabilities | 142 | |||
Deferred tax liabilities | 14.5 | |||
Other non-current liabilities | 28.8 | |||
Total liabilities | 185.3 | |||
Accumulated deficit | 43.6 | |||
Accumulated other comprehensive loss | 0.6 | |||
Total equity | 44.2 | |||
Total liabilities and shareholders’ equity | $ 229.5 |
Revenue - Impact of new reven47
Revenue - Impact of new revenue guidance on statement of operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | $ 1,974.3 | $ 1,700.6 | $ 3,742 | $ 3,161.9 |
Cost of services | 1,564.7 | 1,379.7 | 3,038 | 2,616.3 |
Total costs and expenses | 1,941.8 | 1,736.7 | 3,790.2 | 3,318.2 |
Operating (loss) income | 32.5 | (36.1) | (48.2) | (156.3) |
Loss before income taxes | (17.1) | (79.8) | (140.8) | (241.2) |
(Benefit) provision for income taxes | 15.1 | (32.5) | (16.6) | (74.2) |
Net loss | (32.2) | $ (47.3) | (124.2) | $ (167) |
Balance Without Adoption of Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | 1,875.1 | 3,513.6 | ||
Cost of services | 1,471.9 | 2,820.3 | ||
Total costs and expenses | 1,849 | 3,572.5 | ||
Operating (loss) income | 26.1 | (58.9) | ||
Loss before income taxes | (23.5) | (151.5) | ||
(Benefit) provision for income taxes | 13.9 | (18.8) | ||
Net loss | (37.4) | (132.7) | ||
Accounting Standards Update 2014-09 | Adoption Impact | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | 99.2 | 228.4 | ||
Cost of services | 92.8 | 217.7 | ||
Total costs and expenses | 92.8 | 217.7 | ||
Operating (loss) income | 6.4 | 10.7 | ||
Loss before income taxes | 6.4 | 10.7 | ||
(Benefit) provision for income taxes | 1.2 | 2.2 | ||
Net loss | $ 5.2 | $ 8.5 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Summary of Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | $ 1,765.3 |
Measurement period adjustments | 11.3 |
Effect of movements in exchange rates and other | (26.4) |
Balance as of June 30, 2018 | 1,750.2 |
Americas | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | 1,249.7 |
Measurement period adjustments | 11.3 |
Effect of movements in exchange rates and other | (5.8) |
Balance as of June 30, 2018 | 1,255.2 |
APAC | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | 266.6 |
Measurement period adjustments | 0 |
Effect of movements in exchange rates and other | (14.3) |
Balance as of June 30, 2018 | 252.3 |
EMEA | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | 249 |
Measurement period adjustments | 0 |
Effect of movements in exchange rates and other | (6.3) |
Balance as of June 30, 2018 | $ 242.7 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment charges of goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Impairment charges of intangible assets | 0 | 0 | 0 | 0 |
Amortization expense | $ 46,700,000 | $ 45,200,000 | $ 93,100,000 | $ 88,700,000 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, accumulated amortization | $ (565.9) | $ (478.4) |
Gross Value | 1,769.8 | 1,784.4 |
Accumulated Amortization | (565.9) | (478.4) |
Net Value | 1,203.9 | 1,306 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,197.1 | 1,211.5 |
Finite-lived intangible assets, accumulated amortization | (553.9) | (468) |
Finite-lived intangible assets, net value | 643.2 | 743.5 |
Accumulated Amortization | (553.9) | (468) |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 26.7 | 26.9 |
Finite-lived intangible assets, accumulated amortization | (12) | (10.4) |
Finite-lived intangible assets, net value | 14.7 | 16.5 |
Accumulated Amortization | $ (12) | $ (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 |
Derivative Financial Instrume51
Derivative Financial Instruments and Hedging Activities - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2018USD ($)derivative_instrument | Jun. 30, 2018USD ($)derivative_instrument | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)derivative_instrument | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)derivative_instrument | |
Designated | ||||||
Derivative [Line Items] | ||||||
Pre-tax gain included in accumulated other comprehensive loss for interest rate derivatives | $ 51.9 | $ 26.9 | ||||
Pre-tax losses included in accumulated other comprehensive loss for foreign exchange derivatives | $ 2.3 | $ 3.4 | ||||
Designated | Interest Rate Hedge | ||||||
Derivative [Line Items] | ||||||
Number of derivative instruments terminated | derivative_instrument | 8 | |||||
Cash settlement received in exchange for net hedge asset | $ 34.5 | |||||
Number of derivative instruments held | derivative_instrument | 8 | 8 | ||||
Non-Designated | Foreign currency forward contracts | ||||||
Derivative [Line Items] | ||||||
Number of derivative instruments held | derivative_instrument | 37 | 37 | 24 | |||
Gain (loss) on derivative instruments | $ (1.5) | $ (3) | $ 1.1 | $ (4.4) | ||
Notional amount | 252.4 | 252.4 | $ 277.5 | |||
Interest Expense | Unrealized Hedging (Losses) Gains | Interest Rate Hedge | ||||||
Derivative [Line Items] | ||||||
Gains (losses) reclassified into earnings, pre-tax | 2.4 | (1.9) | 6.4 | (4) | ||
Interest Expense | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
Gains (losses) reclassified into earnings, pre-tax | 0.1 | 0.1 | ||||
Operating, Administrative and Other | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
Gains (losses) reclassified into earnings, pre-tax | $ 7.3 | $ (3.7) | $ 4.3 | |||
Operating, Administrative and Other | Unrealized Hedging Gains | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
Gains (losses) reclassified into earnings, pre-tax | 0.1 | |||||
Operating, Administrative and Other | Unrealized Hedging Losses | Foreign Currency Hedge | ||||||
Derivative [Line Items] | ||||||
Gains (losses) reclassified into earnings, pre-tax | $ (7.7) |
Derivative Financial Instrume52
Derivative Financial Instruments and Hedging Activities - Schedule of Fair Value of Derivatives (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Notional | $ 252.4 | $ 277.5 |
Cash Flow Hedging | Designated | Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Notional | 137.3 | |
Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Notional | 135 | |
Cash Flow Hedging | Designated | Interest rate caps | ||
Derivative [Line Items] | ||
Notional | 2,035 | |
Net Investment Hedging | Designated | Foreign currency net investment hedges | ||
Derivative [Line Items] | ||
Notional | 29.9 | |
Other non-current assets | Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Assets fair value | 1.5 | 0.8 |
Other non-current assets | Cash Flow Hedging | Designated | Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Assets fair value | 11.3 | 7.1 |
Other non-current assets | Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Assets fair value | 1.5 | 0.5 |
Other non-current assets | Cash Flow Hedging | Designated | Interest rate caps | ||
Derivative [Line Items] | ||
Assets fair value | 9.8 | 8.9 |
Other non-current assets | Net Investment Hedging | Designated | Foreign currency net investment hedges | ||
Derivative [Line Items] | ||
Assets fair value | 0.1 | 0 |
Other non-current liabilities | Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Liabilities fair value | 1.7 | 2.2 |
Other non-current liabilities | Cash Flow Hedging | Designated | Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Liabilities fair value | 0 | 0.4 |
Other non-current liabilities | Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Liabilities fair value | 0 | 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 | $ 0.7 |
Derivative Financial Instrume53
Derivative Financial Instruments and Hedging Activities - Schedule of Effect of Derivatives As Hedges, Net of Applicable Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ (503.9) | $ (590) | ||
Ending balance | $ (440.6) | $ (479.6) | (440.6) | (479.6) |
Unrealized Hedging (Losses) Gains | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (33.5) | (15.1) | (19.6) | (17.4) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (16.9) | 12.7 | (31) | 19.8 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 9.2 | (0.9) | 9.4 | (5.7) |
Ending balance | (41.2) | (3.3) | (41.2) | (3.3) |
Amount of loss (gain) recognized, tax expense (benefit) | 1.8 | (3) | 5.7 | (4.7) |
Amount of loss (gain) reclassified, tax benefit (expense) | (0.6) | 4.7 | (1.4) | 5.9 |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 2.3 | 1.5 | 2.2 | 0.9 |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (8) | 2.9 | (4.8) | 6.7 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 7.2 | (3) | 4.1 | (6.2) |
Ending balance | 1.5 | 1.4 | 1.5 | 1.4 |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Interest Rate Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (36.5) | (15.8) | (22.5) | (16.4) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (7.8) | 9.3 | (25.1) | 11.5 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 2 | 2.1 | 5.3 | 0.5 |
Ending balance | (42.3) | (4.4) | (42.3) | (4.4) |
Net Investment Hedging | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 0.7 | (0.8) | 0.7 | (1.9) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (1.1) | 0.5 | (1.1) | 1.6 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 0 | 0 | 0 | 0 |
Ending balance | $ (0.4) | $ (0.3) | $ (0.4) | $ (0.3) |
Long-term Debt and Other Borr54
Long-term Debt and Other Borrowings - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,037.7 | $ 2,837.6 |
Less current portion | (35.5) | (53.6) |
Total non-current long-term debt | 3,002.2 | 2,784 |
Secured Debt | First Lien Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 2,581.3 | 2,341.1 |
Unamortized discount and issuance costs | 40.8 | 44.6 |
Secured Debt | Second Lien Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 441.6 | 460 |
Unamortized discount and issuance costs | 8.4 | 10 |
Capital lease liability | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 14 | 15.3 |
Notes payable to former stockholders | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0.8 | $ 21.2 |
Long-term Debt and Other Borr55
Long-term Debt and Other Borrowings - Narrative (Details) | Mar. 15, 2018USD ($) | Aug. 21, 2018USD ($) | Aug. 08, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 14, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Overdrafts | $ 4,800,000 | $ 5,900,000 | ||||
First Lien Loan | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding funds drawn | $ 0 | |||||
Secured Debt | First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 250,000,000 | |||||
Proceeds from debt, net of stated discount and debt issuance costs | 244,800,000 | |||||
Stated discount, amount | 1,800,000 | |||||
Debt issuance costs, amount | $ 3,400,000 | |||||
Unamortized issuance costs | $ 42,400,000 | |||||
Debt instrument, fees | 5,200,000 | |||||
Fees to creditors | 1,800,000 | |||||
Fees to third parties | $ 3,400,000 | |||||
Net leverage ratio | 5.80 | 5.50 | ||||
Line of Credit | First Lien Loan | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 486,000,000 | |||||
Outstanding funds drawn | $ 0 | |||||
Subsequent Event | The Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 3,500,000,000 | |||||
Subsequent Event | Secured Debt | First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized issuance costs | 39,200,000 | |||||
Subsequent Event | Secured Debt | Second Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 450,000,000 | |||||
Subsequent Event | Secured Debt | The Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 2,700,000,000 | |||||
Stated discount, amount | 13,500,000 | |||||
Debt issuance costs, amount | 17,100,000 | |||||
Subsequent Event | Line of Credit | The Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 810,000,000 | |||||
Borrowing capacity | $ 810,000,000 | |||||
DTZ U.S. Borrower, And DTZ Aus Holdco Pty Limited [Member] | Secured Debt | First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, fees | $ 5,200,000 | |||||
Fees to creditors | 1,800,000 | |||||
Fees to third parties | $ 3,400,000 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring (credits) charges | $ (6.5) | $ 10.1 | $ 3.9 | $ 10.1 | |
Restructuring accrual in other current liabilities | 12.1 | 12.1 | $ 30.1 | ||
Restructuring accrual in other non-current liabilities | $ 7.8 | $ 7.8 | $ 7.3 |
Restructuring - Schedule of Sev
Restructuring - Schedule of Severance and Other Restructuring Accrual Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2017 | $ 37.4 | |||
Restructuring (credits) charges | $ (6.5) | $ 10.1 | 3.9 | $ 10.1 |
Payments and other | (21.4) | |||
Balance as of June 30, 2018 | 19.9 | 19.9 | ||
Severance Pay and Benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2017 | 26.3 | |||
Restructuring (credits) charges | (1.8) | |||
Payments and other | (17.2) | |||
Balance as of June 30, 2018 | 7.3 | 7.3 | ||
Contract Termination and Other Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2017 | 11.1 | |||
Restructuring (credits) charges | 5.7 | |||
Payments and other | (4.2) | |||
Balance as of June 30, 2018 | $ 12.6 | $ 12.6 |
Share-based Payments - Summary
Share-based Payments - Summary of Time-based Stock Options (Details) - Time-Based Options - $ / shares shares in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding as of December 31, 2017 (in shares) | 3.5 | |
Granted (in shares) | 0.2 | |
Exercised (in shares) | (0.3) | |
Forfeited (in shares) | (0.1) | |
Outstanding as of June 30, 2018 (in shares) | 3.3 | 3.5 |
Exercisable as of June 30, 2018 (in shares) | 1 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price per share, outstanding (USD per share) | $ 10.88 | |
Weighted average exercise price per share, granted (USD per share) | 17 | |
Weighted average exercise price per share, exercised (USD per share) | 10.01 | |
Weighted average exercise price per share, forfeited (USD per share) | 11.97 | |
Weighted average exercise price per share, outstanding (USD per share) | 11.26 | $ 10.88 |
Weighted average exercise price per share, exercisable (USD per share) | $ 10.67 | |
Weighted average remaining contractual term, outstanding | 8 years 5 months | 8 years 6 months |
Weighted average remaining contractual term, exercisable | 7 years 4 months |
Share-based Payments - Narrativ
Share-based Payments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 8.8 | $ 6.2 | $ 14.9 | $ 14.3 | ||
Time-Based Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 1.1 | $ 0.6 | 2.3 | $ 1.2 | ||
Unrecognized compensation cost related to non-vested time-based option awards | 4.4 | 4.4 | ||||
Performance-Based Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost related to non-vested time-based option awards | 2.2 | 2.2 | ||||
Cassidy Turley, Inc. | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [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 | $ 115.1 | $ 115.1 | $ 105.6 |
Share-based Payments - Summar60
Share-based Payments - Summary of Performance-Based Options (Details) - Performance-Based Options - $ / shares shares in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding as of December 31, 2017 (in shares) | 1.6 | |
Granted (in shares) | 0.1 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (0.2) | |
Outstanding as of June 30, 2018 (in shares) | 1.5 | 1.6 |
Exercisable as of June 30, 2018 (in shares) | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price per share, outstanding (USD per share) | $ 11.23 | |
Weighted average exercise price per share, granted (USD per share) | 17 | |
Weighted average exercise price per share, exercised (USD per share) | 0 | |
Weighted average exercise price per share, forfeited (USD per share) | 11.93 | |
Weighted average exercise price per share, outstanding (USD per share) | 11.49 | $ 11.23 |
Weighted average exercise price per share, exercisable (USD per share) | $ 0 | |
Weighted average remaining contractual term, outstanding | 7 years 7 months | 7 years 10 months |
Share-based Payments - Summar61
Share-based Payments - Summary of Restricted Stock Units (Details) shares in Millions | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Co-Investment RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested as of December 31, 2017 (in shares) | shares | 0.7 |
Granted (in shares) | shares | 0 |
Granted through modification (modified) (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested as of June 30, 2018 (in shares) | shares | 0.7 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested as of December 31, 2017 (USD per share) | $ / shares | $ 11.28 |
Granted (USD per share) | $ / shares | 17 |
Granted through modification (modified) (USD per share) | $ / shares | 0 |
Vested (USD per share) | $ / shares | 12 |
Forfeited (USD per share) | $ / shares | 12.46 |
Unvested as of June 30, 2018 (USD per share) | $ / shares | $ 11.38 |
Time-Based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested as of December 31, 2017 (in shares) | shares | 7.1 |
Granted (in shares) | shares | 0.6 |
Granted through modification (modified) (in shares) | shares | 0.3 |
Vested (in shares) | shares | (0.2) |
Forfeited (in shares) | shares | (0.1) |
Unvested as of June 30, 2018 (in shares) | shares | 7.7 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested as of December 31, 2017 (USD per share) | $ / shares | $ 13.48 |
Granted (USD per share) | $ / shares | 17 |
Granted through modification (modified) (USD per share) | $ / shares | 17 |
Vested (USD per share) | $ / shares | 12.77 |
Forfeited (USD per share) | $ / shares | 13.48 |
Unvested as of June 30, 2018 (USD per share) | $ / shares | $ 14.26 |
Performance-Based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested as of December 31, 2017 (in shares) | shares | 2.5 |
Granted (in shares) | shares | 0.2 |
Granted through modification (modified) (in shares) | shares | (0.3) |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested as of June 30, 2018 (in shares) | shares | 2.4 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested as of December 31, 2017 (USD per share) | $ / shares | $ 1.50 |
Granted (USD per share) | $ / shares | 3.68 |
Granted through modification (modified) (USD per share) | $ / shares | 1.50 |
Vested (USD per share) | $ / shares | 0 |
Forfeited (USD per share) | $ / shares | 0 |
Unvested as of June 30, 2018 (USD per share) | $ / shares | $ 1.68 |
Share-based Payments - Summar62
Share-based Payments - Summary of RSU Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 8.8 | $ 6.2 | $ 14.9 | $ 14.3 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 9.2 | 7.1 | 15.6 | 16.1 |
Unrecognized compensation expense related to RSUs | 57.2 | 57.2 | ||
Time-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 8.1 | 5.7 | 12.8 | 12.4 |
Unrecognized compensation expense related to RSUs | 32.4 | 32.4 | ||
Co-Investment RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | (0.4) | (0.1) | (0.2) | 0.7 |
Unrecognized compensation expense related to RSUs | 0.3 | 0.3 | ||
Performance-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 0 | 0 | 0 | 0 |
Unrecognized compensation expense related to RSUs | 4.1 | 4.1 | ||
Restricted Stock Units (RSUs), Equity Classification | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 7.7 | 5.6 | 12.6 | 13.1 |
Unrecognized compensation expense related to RSUs | 36.8 | 36.8 | ||
Restricted Stock Units (RSUs), Liability Classification | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 1.5 | $ 1.5 | 3 | $ 3 |
Unrecognized compensation expense related to RSUs | $ 20.4 | $ 20.4 |
Share-based Payments - Summar63
Share-based Payments - Summary of Deferred Purchase Obligation Compensation Expense (Details) - Cassidy Turley, Inc. - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cassidy Turley deferred payment obligation | $ 4.9 | $ 5.6 | $ 10.7 | $ 11.4 |
Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cassidy Turley deferred payment obligation | 2.4 | 2.8 | 4.8 | 5.9 |
Non-Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cassidy Turley deferred payment obligation | $ 2.5 | $ 2.8 | $ 5.9 | $ 5.5 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | ||
Closed-ended terms for guarantees | P9Y | |
Maximum potential future payments on guarantees | $ 40.5 | |
Contingent liabilities, current | 93.9 | $ 88.5 |
Contingent liabilities, non-current | 27.6 | 29.4 |
Errors and Omissions (E&O) claims | ||
Loss Contingencies [Line Items] | ||
Contingent liabilities | 50.4 | 54.1 |
Workers' compensation | ||
Loss Contingencies [Line Items] | ||
Contingent liabilities | 71.1 | 63.8 |
Indemnification assets | ||
Loss Contingencies [Line Items] | ||
Loss contingency, receivable | 17.8 | 18.2 |
Insurance recoverable | ||
Loss Contingencies [Line Items] | ||
Loss contingency, receivable | 17.8 | 17.6 |
Other Current Liabilities | ||
Loss Contingencies [Line Items] | ||
Deferred lease incentive liabilities | 8.9 | 6 |
Other Non-Current Liabilities | ||
Loss Contingencies [Line Items] | ||
Deferred lease incentive liabilities | $ 42.6 | $ 49.2 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts receivable, related parties, current | $ 40,900,000 | $ 40,900,000 | $ 34,100,000 | |||
Accounts receivable, related parties, noncurrent | 227,800,000 | 227,800,000 | $ 232,800,000 | |||
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 | $ 0 | $ 0 | 400,000 | $ 0 | ||
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 | $ 4,300,000 | $ 4,300,000 | ||||
Subsequent Event | 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 | $ 11,900,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |||
Estimated fair value of external debt | $ 3,100,000,000 | $ 3,100,000,000 | $ 2,800,000,000 |
Gross carrying value of debt | 3,100,000,000 | 3,100,000,000 | 2,900,000,000 |
Equity securities without readily determinable fair value | 11,800,000 | 11,800,000 | $ 5,300,000 |
Impairment losses on equity securities without readily determinable fair values | $ 0 | $ 0 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | Mar. 08, 2017 |
Assets | |||
Deferred purchase price receivable | $ 38.3 | ||
Fair Value, Measurements, Recurring | |||
Assets | |||
Cash equivalents - money market funds | $ 90.5 | ||
Deferred compensation plan assets | 53.8 | $ 59.7 | |
Deferred purchase price receivable | 28.7 | 41.9 | |
Total | 197.2 | 118.9 | |
Liabilities | |||
Deferred compensation plan liabilities | 52.1 | 59.6 | |
Earn-out liabilities | 43.5 | 51.3 | |
Total | 97.3 | 114.2 | |
Fair Value, Measurements, Recurring | Level 1 | |||
Assets | |||
Cash equivalents - money market funds | 90.5 | ||
Deferred compensation plan assets | 53.8 | 59.7 | |
Total | 144.3 | 59.7 | |
Liabilities | |||
Deferred compensation plan liabilities | 52.1 | 59.6 | |
Total | 52.1 | 59.6 | |
Fair Value, Measurements, Recurring | Level 2 | |||
Assets | |||
Total | 24.2 | 17.3 | |
Liabilities | |||
Total | 1.7 | 3.3 | |
Fair Value, Measurements, Recurring | Level 3 | |||
Assets | |||
Deferred purchase price receivable | 28.7 | 41.9 | |
Total | 28.7 | 41.9 | |
Liabilities | |||
Earn-out liabilities | 43.5 | 51.3 | |
Total | 43.5 | 51.3 | |
Foreign currency forward contracts | Fair Value, Measurements, Recurring | |||
Assets | |||
Derivative asset | 1.5 | 0.8 | |
Liabilities | |||
Derivative liability | 1.7 | 2.2 | |
Foreign currency forward contracts | Fair Value, Measurements, Recurring | Level 2 | |||
Assets | |||
Derivative asset | 1.5 | 0.8 | |
Liabilities | |||
Derivative liability | 1.7 | 2.2 | |
Cross-currency interest rate swaps | Fair Value, Measurements, Recurring | |||
Assets | |||
Derivative asset | 11.3 | 7.1 | |
Liabilities | |||
Derivative liability | 0.4 | ||
Cross-currency interest rate swaps | Fair Value, Measurements, Recurring | Level 2 | |||
Assets | |||
Derivative asset | 11.3 | 7.1 | |
Liabilities | |||
Derivative liability | 0.4 | ||
Foreign currency net investment hedges | Fair Value, Measurements, Recurring | |||
Assets | |||
Derivative asset | 0.1 | ||
Liabilities | |||
Derivative liability | 0.7 | ||
Foreign currency net investment hedges | Fair Value, Measurements, Recurring | Level 2 | |||
Assets | |||
Derivative asset | 0.1 | ||
Liabilities | |||
Derivative liability | 0.7 | ||
Interest rate caps | Fair Value, Measurements, Recurring | |||
Assets | |||
Derivative asset | 9.8 | 8.9 | |
Interest rate caps | Fair Value, Measurements, Recurring | Level 2 | |||
Assets | |||
Derivative asset | 9.8 | 8.9 | |
Interest rate swaps | Fair Value, Measurements, Recurring | |||
Assets | |||
Derivative asset | 1.5 | 0.5 | |
Interest rate swaps | Fair Value, Measurements, Recurring | Level 2 | |||
Assets | |||
Derivative asset | $ 1.5 | $ 0.5 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Earn-out Liabilities - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 49.4 | $ 22.4 | $ 51.3 | $ 30.5 |
Net change in fair value and other adjustments | (0.5) | 0.1 | 0.2 | 2 |
Payments | (5.4) | (1.9) | (8) | (11.9) |
Ending balance | $ 43.5 | $ 20.6 | $ 43.5 | $ 20.6 |
Accounts Receivable Securitiz69
Accounts Receivable Securitization - Narrative (Details) - USD ($) $ in Millions | Mar. 08, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Aug. 20, 2018 | Dec. 31, 2017 |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||
Deferred purchase price receivable | $ 38.3 | ||||||
Net cash inflow, investing activities | 85 | ||||||
Investment limit | $ 100 | ||||||
Proceeds from accounts receivable securitization | $ 518 | $ 469.1 | |||||
Cash collection | 511.9 | 324.8 | |||||
Outstanding principal on receivables sold under securitization | $ 138.9 | 138.9 | $ 132.8 | ||||
Loss related to receivables sold | $ 0 | 1.2 | |||||
Accounts receivable securitization, program costs | $ 1.4 | $ 0.7 | $ 2.2 | $ 2.2 | |||
Subsequent Event | |||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||
Investment limit | $ 125 |
Supplemental Cash Flow Inform70
Supplemental Cash Flow Information - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 382.4 | $ 405.6 | $ 327.7 | $ 382.3 |
Restricted cash recorded in prepaid expenses and other current assets | 52.2 | 62.3 | 63.5 | 42.5 |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 434.6 | $ 467.9 | $ 391.2 | $ 424.8 |
Supplemental Cash Flow Inform71
Supplemental Cash Flow Information - Schedule of Non Cash Investing and Financing Activities (Details) - USD ($) shares in Millions, $ in Millions | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Cash paid for: | |||
Interest | $ 85 | $ 64.3 | |
Income taxes | $ 27.4 | 17.2 | |
Non-cash investing/financing activities: | |||
Ordinary shares issued (in shares) | 145.8 | 145.1 | |
Property and equipment acquired through capital leases | $ 2.7 | 2.1 | |
Deferred and contingent payment obligation incurred through acquisitions | 0 | 2.5 | |
Equity issued in conjunction with acquisitions | 0 | 1 | |
(Decrease) increase in beneficial interest in a securitization | $ (13.2) | $ 56.7 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ / shares in Units, shares in Millions | Aug. 21, 2018USD ($) | Aug. 08, 2018USD ($) | Aug. 07, 2018USD ($)$ / sharesshares | Aug. 06, 2018USD ($)$ / sharesshares | Jul. 19, 2018 | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Aug. 20, 2018USD ($) | Jul. 12, 2018$ / shares | Mar. 15, 2018USD ($) | Mar. 14, 2018USD ($) | Dec. 31, 2017$ / shares | Mar. 08, 2017USD ($) |
Subsequent Event [Line Items] | |||||||||||||
Ordinary shares, nominal value per share (in dollars per share) | $ / shares | $ 0.10 | $ 10 | |||||||||||
Investment limit | $ 100,000,000 | ||||||||||||
Proceeds from long-term borrowings | $ 250,000,000 | $ 280,400,000 | |||||||||||
Repayment of borrowings | $ 54,000,000 | $ 95,500,000 | |||||||||||
First Lien Loan | Secured Debt | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Borrowing capacity | $ 250,000,000 | ||||||||||||
Stated discount, amount | 1,800,000 | ||||||||||||
Debt transaction costs | $ 3,400,000 | ||||||||||||
Unamortized issuance costs | $ 42,400,000 | ||||||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Ordinary shares, nominal value per share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Stock split ratio | 0.1 | ||||||||||||
Investment limit | $ 125,000,000 | ||||||||||||
Subsequent Event | Second Lien Loan | Secured Debt | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Repayment of loan | $ 450,000,000 | ||||||||||||
Deferred financing fees | 8,300,000 | ||||||||||||
Borrowing capacity | $ 450,000,000 | ||||||||||||
Subsequent Event | The Credit Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Borrowing capacity | $ 3,500,000,000 | ||||||||||||
Subsequent Event | The Credit Agreement | Eurodollar Rate | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Basis spread on variable rate | 3.25% | ||||||||||||
Subsequent Event | The Credit Agreement | Base Rate | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||
Subsequent Event | The Credit Agreement | Secured Debt | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Borrowing capacity | $ 2,700,000,000 | ||||||||||||
Proceeds from long-term borrowings | 2,700,000,000 | ||||||||||||
Stated discount, amount | 13,500,000 | ||||||||||||
Debt transaction costs | 17,100,000 | ||||||||||||
Subsequent Event | The Credit Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Borrowing capacity | 810,000,000 | ||||||||||||
Subsequent Event | First Lien Loan | Secured Debt | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Repayment of borrowings | 2,600,000,000 | ||||||||||||
Repayments of accrued interest | 25,900,000 | ||||||||||||
Unamortized issuance costs | $ 39,200,000 | ||||||||||||
Subsequent Event | IPO | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares issued (in shares) | shares | 51.8 | ||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 17 | ||||||||||||
Net proceeds, IPO | $ 823,900,000 | ||||||||||||
Offering expenses | $ 55,900,000 | ||||||||||||
Subsequent Event | Concurrent Private Placement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Ordinary shares, nominal value per share (in dollars per share) | $ / shares | $ 17 | ||||||||||||
Shares issued (in shares) | shares | 10.6 | ||||||||||||
Net proceeds, IPO | $ 170,600,000 |