Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Cushman & Wakefield plc | |
Entity Central Index Key | 1,628,369 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 216,047,102 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 939 | $ 405.6 |
Trade and other receivables, net of allowance balance of $42.4 million and $35.3 million, as of September 30, 2018 and December 31, 2017, respectively | 1,299.9 | 1,314 |
Income tax receivable | 11 | 14.6 |
Prepaid expenses and other current assets | 373.9 | 176.3 |
Total current assets | 2,623.8 | 1,910.5 |
Property and equipment, net | 295.6 | 304.3 |
Goodwill | 1,771 | 1,765.3 |
Intangible assets, net | 1,166.5 | 1,306 |
Equity method investments | 8.1 | 7.9 |
Deferred tax assets | 67.4 | 71.1 |
Other non-current assets | 500 | 432.8 |
Total assets | 6,432.4 | 5,797.9 |
Current liabilities: | ||
Short-term borrowings and current portion of long-term debt | 40.6 | 59.5 |
Accounts payable and accrued expenses | 748.4 | 771.2 |
Accrued compensation | 874.9 | 864.8 |
Income tax payable | 8.9 | 35.7 |
Other current liabilities | 228.1 | 234.4 |
Total current liabilities | 1,900.9 | 1,965.6 |
Long-term debt | 2,646.5 | 2,784 |
Deferred tax liabilities | 107.9 | 157.5 |
Other non-current liabilities | 368 | 386.9 |
Total liabilities | 5,023.3 | 5,294 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Ordinary shares, nominal value $0.10 per share, 208.7 issued and outstanding at September 30, 2018 and ordinary shares nominal value $10.00 per share, 145.1 shares issued and outstanding at December 31, 2017 | 20.9 | 1,451.3 |
Additional paid-in capital | 2,789.2 | 305 |
Accumulated deficit | (1,302.2) | (1,165.2) |
Accumulated other comprehensive loss | (98.8) | (87.2) |
Total equity | 1,409.1 | 503.9 |
Total liabilities and shareholders' equity | $ 6,432.4 | $ 5,797.9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Trade and other receivables, allowance | $ 42.4 | $ 35.3 |
Ordinary shares, nominal value per share (in dollars per share) | $ 0.10 | $ 10 |
Ordinary shares issued (in shares) | 208.7 | 145.1 |
Ordinary shares outstanding (in shares) | 208.7 | 145.1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,076 | $ 1,709.3 | $ 5,818 | $ 4,871.2 |
Costs and expenses: | ||||
Cost of services (exclusive of depreciation and amortization) | 1,687.2 | 1,421.3 | 4,725.2 | 4,037.6 |
Operating, administrative and other | 307.4 | 276 | 914.2 | 838.8 |
Depreciation and amortization | 71.6 | 64.1 | 213 | 193 |
Restructuring, impairment and related charges | (1.2) | 2.5 | 2.8 | 12.7 |
Total costs and expenses | 2,065 | 1,763.9 | 5,855.2 | 5,082.1 |
Operating income (loss) | 11 | (54.6) | (37.2) | (210.9) |
Interest expense, net of interest income | (92.7) | (49.2) | (189.1) | (134.9) |
Earnings from equity method investments | 0.4 | 0.5 | 1.2 | 1 |
Other (expense) income, net | (0.3) | 0.9 | 2.7 | 1.2 |
Loss before income taxes | (81.6) | (102.4) | (222.4) | (343.6) |
Benefit from income taxes | (32.9) | (23.8) | (49.5) | (98) |
Net loss | $ (48.7) | $ (78.6) | $ (172.9) | $ (245.6) |
Basic and diluted loss per share: | ||||
Loss per share attributable to common shareholders (in dollars per share) | $ (0.26) | $ (0.55) | $ (1.09) | $ (1.71) |
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 184 | 144.1 | 158.5 | 143.6 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (48.7) | $ (78.6) | $ (172.9) | $ (245.6) |
Other comprehensive income (loss), net of tax: | ||||
Designated hedge gains (losses) | 4.6 | 1.8 | 26.2 | (12.3) |
Defined benefit plan actuarial gains | 0.1 | 0.1 | 0.2 | 0.3 |
Foreign currency translation | (12.4) | 13.2 | (38) | 53.6 |
Total other comprehensive (loss) income | (7.7) | 15.1 | (11.6) | 41.6 |
Total comprehensive loss | $ (56.4) | $ (63.5) | $ (184.5) | $ (204) |
Condensed Consolidated Statem_3
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) | 1.3 | |||||||
Share issuances | 11.4 | $ 12.9 | (1.5) | |||||
Net loss | (245.6) | (245.6) | ||||||
Stock-based compensation | 33.5 | 33.5 | ||||||
Foreign currency translation | 53.6 | 53.6 | 53.6 | |||||
Defined benefit plans actuarial gain | 0.3 | 0.3 | 0.3 | |||||
Unrealized gain (loss) on hedging instruments | (23.7) | (23.7) | (23.7) | |||||
Amounts reclassified from AOCI to the statement of operations | 11.4 | 11.4 | 11.4 | |||||
Ending Balance (in shares) at Sep. 30, 2017 | 144.4 | |||||||
Ending balance at Sep. 30, 2017 | 430.9 | $ 1,443.7 | 284.4 | (1,190.3) | 5.1 | (101.9) | (10.1) | (106.9) |
Beginning balance at Jun. 30, 2017 | 3.3 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (78.6) | |||||||
Foreign currency translation | 13.2 | |||||||
Ending Balance (in shares) at Sep. 30, 2017 | 144.4 | |||||||
Ending balance at Sep. 30, 2017 | 430.9 | $ 1,443.7 | 284.4 | (1,190.3) | 5.1 | (101.9) | (10.1) | (106.9) |
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 | $ (1,436.7) | 1,436.7 | |||||
Share issuances (in shares) | 1.3 | |||||||
Share issuances | 8.9 | $ 0.1 | 8.8 | |||||
Net loss | (172.9) | (172.9) | ||||||
Stock-based compensation | 54.4 | 54.4 | ||||||
Foreign currency translation | (38) | (38) | (38) | |||||
Defined benefit plans actuarial gain | 0.2 | 0.2 | 0.2 | |||||
Unrealized gain (loss) on hedging instruments | 38.6 | 38.6 | 38.6 | |||||
Amounts reclassified from AOCI to the statement of operations | (12.4) | (12.4) | (12.4) | |||||
Proceeds from IPO and Concurrent Private Placement, net of underwriting and other expenses (in shares) | 62.3 | |||||||
Proceeds from IPO and Concurrent Private Placement, net of underwriting and other expenses | 993.9 | $ 6.2 | 987.7 | |||||
Other activity | (3.4) | (3.4) | ||||||
Ending Balance (in shares) at Sep. 30, 2018 | 208.7 | |||||||
Ending balance at Sep. 30, 2018 | 1,409.1 | $ 20.9 | 2,789.2 | (1,302.2) | 45.8 | (139.1) | (5.5) | (98.8) |
Beginning balance at Jun. 30, 2018 | 41.2 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (48.7) | |||||||
Foreign currency translation | (12.4) | |||||||
Ending Balance (in shares) at Sep. 30, 2018 | 208.7 | |||||||
Ending balance at Sep. 30, 2018 | $ 1,409.1 | $ 20.9 | $ 2,789.2 | $ (1,302.2) | $ 45.8 | $ (139.1) | $ (5.5) | $ (98.8) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (172.9) | $ (245.6) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 213 | 193 |
Unrealized foreign exchange loss (gain) | 7.8 | (12.2) |
Stock-based compensation | 49.7 | 37.4 |
Loss on debt extinguishment | 50.4 | 0 |
Amortization of debt issuance costs | 10.4 | 11.2 |
Change in deferred taxes | (62.2) | (139.6) |
Bad debt expense | 12.4 | 6 |
Other non-cash operating activities | (3.5) | 4 |
Changes in assets and liabilities: | ||
Trade and other receivables | (3.3) | (162.4) |
Income taxes payable | (24.2) | 8.7 |
Prepaid expenses and other current assets | (69.5) | (23.8) |
Other non-current assets | 68.8 | 26.9 |
Accounts payable and accrued expenses | (10.6) | 67.7 |
Accrued compensation | (67.1) | (47.7) |
Other current and non-current liabilities | (39.3) | 33.9 |
Net cash used in operating activities | (40.1) | (242.5) |
Cash flows from investing activities | ||
Payment for property and equipment | (61.5) | (95.4) |
Proceeds from sale of property, plant and equipment | 0.5 | 0.3 |
Acquisitions of businesses, net of cash acquired | (22.2) | (82.7) |
Investments in equity securities | (7.2) | 0 |
Return of beneficial interest in a securitization | (85) | 0 |
Collection on beneficial interest in a securitization | 0 | 84.8 |
Other investing activities, net | 0.1 | 0 |
Net cash used in investing activities | (175.3) | (93) |
Cash flows from financing activities | ||
Net proceeds from issuance of shares | 9 | 10.5 |
Shares repurchased for payment of employee taxes on stock awards | (6.7) | (3.9) |
Payment of contingent consideration | (22.3) | (7.1) |
Proceeds from long-term borrowings | 2,936.5 | 310.7 |
Repayment of borrowings | (3,126.1) | (132.6) |
Debt issuance costs | (24.4) | (4.4) |
Proceeds from initial public offering, net of underwriting | 831.4 | 0 |
Proceeds from private placement | 179.5 | 0 |
Payments of initial offering and private placement costs | (17) | 0 |
Payment of finance lease liabilities | (8.8) | (5.2) |
Other financing activities, net | (6.9) | 0 |
Net cash provided by financing activities | 744.2 | 168 |
Change in cash, cash equivalents and restricted cash | 528.8 | (167.5) |
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 | 0.5 | 14.5 |
Cash, cash equivalents and restricted cash, end of the period | $ 997.2 | $ 271.8 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 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 September 30, 2018 and for the three and nine months ended September 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"). 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. 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. 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 nine months ended September 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 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 a result of the Capital Reduction, the Company’s ordinary shares have a nominal value of $0.10 . On August 6, 2018, the Company completed an IPO of its ordinary shares in which it issued and sold 51.8 million ordinary shares at a price of $17.00 per share. On August 6 and 7, 2018, the Company completed a concurrent private placement (the "Concurrent Private Placement") of its ordinary shares in which it sold 10.6 million shares to Vanke Service (Hong Kong) Co., Limited ("Vanke Service") at a price of $17.00 per share. The IPO and Concurrent Private Placement resulted in net proceeds of approximately $1.0 billion after deducting offering fees and other direct incremental costs. 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 ("BEAT") and (v) a requirement that certain income such as Global Intangible Low-Taxed Income ("GILTI") earned by foreign subsidiaries be included in U.S. taxable income. U.S. GAAP requires the impact of tax legislation to be recognized in the period in which the law was enacted. As a result of additional information and analysis during the period, the net benefit as of September 30, 2018 is approximately $93.1 million , an increase of $32.2 million from December 31, 2017 and an increase of $10.0 million from June 30, 2018. 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 $31.5 million decrease in tax expense due to increased foreign tax credit utilization from $63.3 million to $31.8 million . Amounts were recorded in 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 $8.1 million of expense in 2018, a decrease of $3.4 million in the estimate recorded for the six months ended June 30, 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 $8.1 million in 2018 as a current-period expense. Additionally, the Company is estimating a Subpart F inclusion tax liability of $6.0 million in 2018 as a current-period expense. |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 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 stock-based payment awards. Under the new guidance, modification accounting is required only if the fair value, vesting conditions or classification of the award (as equity or liability) changes as a result of the change in terms. The Company adopted this standard effective January 1, 2018 on a prospective basis, with no material impact on its financial statements or related disclosures. Pension Cost In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (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 nine months ended September 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 nine months ended September 30, 2017 , the Company classified a cash inflow of $85.0 million as investing activities within the unaudited condensed consolidated statement of cash flows, and classified $43.2 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. Intangibles - Internal-Use Software In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) . The ASU clarifies and aligns the accounting for implementation costs for hosting arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company has early adopted this standard effective July 1, 2018 on a prospective basis, with no material impact on its financial statements and related disclosures. The following recently issued accounting standards are not yet required to be reflected in the 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 ), which will replace most existing lease guidance under U.S. GAAP when it becomes effective. The new guidance requires a lessee to record a right of use (“ROU”) asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. Companies will recognize expenses for real estate related leases on the statements of operations in a manner similar to current accounting guidance and, for lessors, the guidance remains substantially similar to current U.S. GAAP. In July 2018, the FASB issued two additional amendments that affect the guidance issued in ASU 2016-02 as described in the following updates ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases (Topic 842): Targeted Improvements . The amendments in ASU 2018-10 affect narrow aspects of the guidance issued in ASU 2016-02. The amendments in ASU 2018-11 provide an alternative (and optional) transition method that allows entities to apply the transition provisions in ASU 2016-02 at the adoption date instead of at the earliest comparative period presented in the financial statements. The Company is electing to use the optional transition method. The new guidance is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018, with early adoption permitted. Upon adoption, the Company will not revise comparative financial statements or disclosures. The Company’s current operating lease portfolio is primarily comprised of real estate, motor vehicle and IT equipment leases. Upon adoption, the Company expects to recognize operating lease ROU assets and operating lease liabilities related to operating lease arrangements. The Company is currently evaluating and quantifying the expected adoption impact and expects it to have a significant impact on the condensed consolidated balance sheets due to the recognition of ROU assets and operating lease liabilities. In addition, the Company has made accounting policy elections for certain practical expedients offered by the new guidance, such as the practical expedients to not reassess lease classification, lease term or initial direct costs for the existing lease portfolio, as well as to not separate lease and non-lease components. Furthermore, the Company will utilize the portfolio approach in selecting the discount rate used to discount future minimum lease payments for the calculation of the ROU assets and operating lease liabilities for certain equipment leases. 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 has evaluated the effect of this ASU on its financial statements noting no material impact on its financial statements and related disclosures. Stock Compensation In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) . The ASU supersedes ASC 505-50, Equity-Based Payments to Non-Employees and expands the scope of Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach and is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. 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 and related disclosures. Fair Value In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820 by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. Retirement Benefit Plans In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2020. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. Consolidation In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities Consolidation (Topic 810). This ASU amends the guidance surrounding the assessment and consolidation of variable interest entities. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. |
Segment Data
Segment Data | 9 Months Ended |
Sep. 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: Stock-based Payments for further discussion), stock-based compensation for plans enacted before the Company's IPO ("pre-IPO stock-based compensation") and other charges. Summarized financial information by segment is as follows (in millions): Americas Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total revenue $ 1,475.6 $ 1,137.4 $ 4,053.9 $ 3,253.3 Less: Gross contract costs (424.9 ) (255.4 ) (1,164.2 ) (726.8 ) Acquisition accounting adjustments — 0.4 2.5 13.0 Total Fee revenue $ 1,050.7 $ 882.4 $ 2,892.2 $ 2,539.5 Service lines: Property, facilities and project management $ 427.4 $ 408.9 $ 1,257.8 $ 1,206.6 Leasing 410.7 307.9 1,031.0 828.0 Capital markets 177.3 125.0 491.3 366.3 Valuation and other 35.3 40.6 112.1 138.6 Total Fee revenue $ 1,050.7 $ 882.4 $ 2,892.2 $ 2,539.5 Segment operating expenses $ 1,346.6 $ 1,061.4 $ 3,742.1 $ 3,064.7 Less: Gross contract costs (424.9 ) (255.4 ) (1,164.2 ) (726.8 ) Total Fee-based operating expenses $ 921.7 $ 806.0 $ 2,577.9 $ 2,337.9 Adjusted EBITDA $ 128.8 $ 76.3 $ 314.2 $ 201.3 EMEA Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total revenue $ 226.9 $ 199.6 $ 650.9 $ 546.4 Less: Gross contract costs (15.4 ) (21.6 ) (76.4 ) (59.4 ) Acquisition accounting adjustments — (0.1 ) — (0.1 ) Total Fee revenue $ 211.5 $ 177.9 $ 574.5 $ 486.9 Service lines: Property, facilities and project management $ 60.0 $ 45.7 $ 178.1 $ 132.3 Leasing 67.2 54.8 173.9 154.0 Capital markets 40.0 37.0 98.5 91.0 Valuation and other 44.3 40.4 124.0 109.6 Total Fee revenue $ 211.5 $ 177.9 $ 574.5 $ 486.9 Segment operating expenses $ 198.3 $ 187.4 $ 613.5 $ 525.4 Less: Gross contract costs (15.4 ) (21.6 ) (76.4 ) (59.4 ) Total Fee-based operating expenses $ 182.9 $ 165.8 $ 537.1 $ 466.0 Adjusted EBITDA $ 29.0 $ 13.0 $ 40.5 $ 22.6 APAC Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total revenue $ 373.5 $ 372.3 $ 1,113.2 $ 1,071.5 Less: Gross contract costs (127.2 ) (140.9 ) (381.0 ) (401.0 ) Acquisition accounting adjustments — — — 0.1 Total Fee revenue $ 246.3 $ 231.4 $ 732.2 $ 670.6 Service lines: Property, facilities and project management $ 165.0 $ 160.0 $ 488.6 $ 480.9 Leasing 41.4 35.7 110.4 92.2 Capital markets 16.5 12.8 59.1 35.2 Valuation and other 23.4 22.9 74.1 62.3 Total Fee revenue $ 246.3 $ 231.4 $ 732.2 $ 670.6 Segment operating expenses $ 352.2 $ 360.0 $ 1,045.2 $ 1,034.4 Less: Gross contract costs (127.2 ) (140.9 ) (381.0 ) (401.0 ) Total Fee-based operating expenses $ 225.0 $ 219.1 $ 664.2 $ 633.4 Adjusted EBITDA $ 21.2 $ 12.9 $ 68.9 $ 38.0 Adjusted EBITDA is calculated as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net loss $ (48.7 ) $ (78.6 ) $ (172.9 ) $ (245.6 ) Add/(less): Depreciation and amortization 71.6 64.1 213.0 193.0 Interest expense, net of interest income 92.7 49.2 189.1 134.9 Benefit from income taxes (32.9 ) (23.8 ) (49.5 ) (98.0 ) Integration and other costs related to acquisitions 71.5 71.5 178.3 213.3 Pre-IPO stock-based compensation 10.8 6.2 25.7 20.5 Cassidy Turley deferred payment obligation 11.0 10.2 32.3 32.3 Other 3.0 3.4 7.6 11.5 Adjusted EBITDA $ 179.0 $ 102.2 $ 423.6 $ 261.9 Below is the reconciliation of total costs and expenses to Fee-based operating expenses (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total operating expenses $ 2,065.0 $ 1,763.9 $ 5,855.2 $ 5,082.1 Less: Gross contract costs (567.5 ) (417.9 ) (1,621.6 ) (1,187.2 ) Fee-based operating expenses $ 1,497.5 $ 1,346.0 $ 4,233.6 $ 3,894.9 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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Americas Fee-based operating expenses $ 921.7 $ 806.0 $ 2,577.9 $ 2,337.9 EMEA Fee-based operating expenses 182.9 165.8 537.1 466.0 APAC Fee-based operating expenses 225.0 219.1 664.2 633.4 Segment Fee-based operating expenses 1,329.6 1,190.9 3,779.2 3,437.3 Depreciation and amortization 71.6 64.1 213.0 193.0 Integration and other costs related to acquisitions (1) 71.5 71.2 175.8 200.3 Pre-IPO stock-based compensation 10.8 6.2 25.7 20.5 Cassidy Turley deferred payment obligation 11.0 10.2 32.3 32.3 Other 3.0 3.4 7.6 11.5 Fee-based operating expenses $ 1,497.5 $ 1,346.0 $ 4,233.6 $ 3,894.9 (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 | 9 Months Ended |
Sep. 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. Potentially dilutive securities of approximately 14.0 million and 13.9 million for the three months ended September 30, 2018 and 2017 , respectively, and 13.7 million and 13.7 million for the nine months ended September 30, 2018 and 2017 , respectively, were not included in the computation of diluted EPS because their effect would have been anti-dilutive. The following is a calculation of EPS (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic and Diluted EPS Net loss attributable to shareholders $ (48.7 ) $ (78.6 ) $ (172.9 ) $ (245.6 ) Weighted average shares outstanding for basic and diluted loss per share 184.0 144.1 158.5 143.6 Basic and diluted loss per common share attributable to shareholders $ (0.26 ) $ (0.55 ) $ (1.09 ) $ (1.71 ) |
Revenue
Revenue | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 was an increase of $123.0 million and $351.4 million , respectively, which included increases of $98.5 million and $302.0 million , respectively, 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 $24.5 million and $49.4 million , respectively. 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 third-party expenses incurred on a client’s behalf, the Company determines whether it is acting as a principal or an agent in the arrangement. When the Company is acting as a principal, the Company’s revenue is reported on a gross basis and comprises the entire amount billed to the client and reported cost of services includes all expenses associated with the client. When the Company is acting as an agent, the Company’s fee is reported on a net basis as revenue for reimbursed amounts is netted against the related expenses. Within Topic 606, control of the service before transfer to the customer is the focal point of the principal versus agent assessments. The Company is a principal if it controls the services before they are transferred to the client. 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 resulted in an acceleration of some revenues that are based, in part, on future contingent events. For the revenues related to leasing services, the Company’s performance obligation will typically be satisfied upon execution of a lease and the portion of the commission that is contingent on a future event will likely be recognized 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 180.0 Contract assets transferred to accounts receivable (113.4 ) Balance as of September 30, 2018 $ 210.7 Contract Liabilities Balance as of December 31, 2017 $ 46.4 Contract liabilities recognized upon adoption — Contract liabilities recognized for cash received in advance 425.9 Contract liabilities reduced due to revenue recognition criteria being satisfied (413.5 ) Balance as of September 30, 2018 $ 58.8 Before the adoption of Topic 606, the Company had no contract assets recorded. The Company's accounting for contract liabilities (deferred revenue) recorded as of December 31, 2017 was not affected by the adoption of Topic 606. Of the total ending balances as of September 30, 2018 , contract assets of $184.9 million and $25.8 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 September 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 September 30, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 849.3 $ 75.0 $ 292.2 $ 1,216.5 Leasing At a point in time 413.1 67.5 41.4 522.0 Capital markets At a point in time 177.8 40.0 16.5 234.3 Valuation and other At a point in time or over time 35.4 44.4 23.4 103.2 Total revenue $ 1,475.6 $ 226.9 $ 373.5 $ 2,076.0 Nine Months Ended September 30, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 2,412.0 $ 252.6 $ 869.6 $ 3,534.2 Leasing At a point in time 1,034.6 174.5 110.4 1,319.5 Capital markets At a point in time 492.8 98.5 59.1 650.4 Valuation and other At a point in time or over time 114.5 125.3 74.1 313.9 Total revenue $ 4,053.9 $ 650.9 $ 1,113.2 $ 5,818.0 Impact of New Revenue Guidance and Financial Statement Line Items The following table compares the reported unaudited condensed consolidated balance sheet as of September 30, 2018 and the unaudited condensed consolidated statements of operations for the three and nine months ended September 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 September 30, 2018 (in millions): Balance as of September 30, 2018 Balance Sheet Balance Without Adoption of Topic 606 Adoption Impact As Reported Trade and other receivables $ 1,246.7 $ 53.2 $ 1,299.9 Prepaid expenses and other current assets 189.0 184.9 373.9 Total current assets 2,385.7 238.1 2,623.8 Other non-current assets 474.2 25.8 500.0 Total assets 6,168.5 263.9 6,432.4 Accounts payable and accrued expenses 697.7 50.7 748.4 Accrued compensation 748.2 126.7 874.9 Total current liabilities 1,723.5 177.4 1,900.9 Deferred tax liabilities 92.0 15.9 107.9 Other non-current liabilities 349.0 19.0 368.0 Total liabilities 4,811.0 212.3 5,023.3 Accumulated deficit (1,354.0 ) 51.8 (1,302.2 ) Accumulated other comprehensive loss (98.6 ) (0.2 ) (98.8 ) Total equity 1,357.5 51.6 1,409.1 Total liabilities and shareholders’ equity 6,168.5 263.9 6,432.4 Total reported assets increased by $263.9 million due to a $184.9 million increase in Prepaid expenses and other assets and a $25.8 million increase in Other non-current 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 $53.2 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 $212.3 million primarily due to a $126.7 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, $53.2 million primarily related to the increase in client reimbursed payables related to contracts accounted for on a gross basis and $15.9 million for the net deferred tax liabilities as well as $19.0 million for Other non-current liabilities related to long-term accrued commissions. Three Months Ended September 30, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 1,953.0 $ 123.0 $ 2,076.0 Cost of services 1,572.9 114.3 1,687.2 Total costs and expenses 1,950.7 114.3 2,065.0 Operating income 2.3 8.7 11.0 Loss before income taxes (90.3 ) 8.7 (81.6 ) (Benefit) provision for income taxes (34.2 ) 1.3 (32.9 ) Net loss $ (56.1 ) $ 7.4 $ (48.7 ) Nine Months Ended September 30, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 5,466.6 $ 351.4 $ 5,818.0 Cost of services 4,393.2 332.0 4,725.2 Total costs and expenses 5,523.2 332.0 5,855.2 Operating (loss) income (56.6 ) 19.4 (37.2 ) Loss before income taxes (241.8 ) 19.4 (222.4 ) (Benefit) provision for income taxes (53.0 ) 3.5 (49.5 ) Net loss $ (188.8 ) $ 15.9 $ (172.9 ) Total reported Net loss was $7.4 million and $15.9 million lower than the pro forma statement of operations for the three and nine months ended September 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 cash flows from operating activities 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 (in millions): Americas EMEA APAC Total Balance as of December 31, 2017 $ 1,249.7 $ 249.0 $ 266.6 $ 1,765.3 Acquisitions — 15.2 11.7 26.9 Measurement period adjustments 12.7 — — 12.7 Effect of movements in exchange rates and other (4.9 ) (8.5 ) (20.5 ) (33.9 ) Balance as of September 30, 2018 $ 1,257.5 $ 255.7 $ 257.8 $ 1,771.0 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 nine months ended September 30, 2018 and 2017 , respectively. The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of September 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 1,203.0 (596.3 ) 606.7 Other intangible assets 2 – 13 26.9 (13.1 ) 13.8 Total intangible assets $ 1,775.9 $ (609.4 ) $ 1,166.5 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 $46.2 million and $45.3 million for the three months ended September 30, 2018 and 2017 , respectively, and $139.3 million and $134.0 million for the nine months ended September 30, 2018 and 2017 , respectively. |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging Activities | 9 Months Ended |
Sep. 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 maintains the majority of its overall interest rate exposure on floating rate borrowings to a fixed-rate basis, primarily with interest rate swap agreements. The Company manages exposure to foreign exchange fluctuations primarily through short-term forward contracts. 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 As of September 30, 2018, the Company's active interest rate hedging instruments consist of four interest rate swap agreements designated as cash flow hedges, expiring in August 2025, further described below. The Company's hedge asset balances as September 30, 2018 relate solely to these interest rate swaps. During the first nine months of 2018, the Company made the below changes to its historical hedging program, which included terminating and monetizing all of its previous designated interest rate cash flow hedging instruments. In February 2018, the Company elected to terminate and monetize eight interest rate cap agreements and received a $34.5 million cash settlement in exchange for its net hedge asset. Amounts relating to these terminated derivatives recorded in Accumulated other comprehensive income in the 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 interest rate cap agreements with identical terms, one expiring October 2019, three expiring May 2021, one expiring July 2021 and three expiring August 2021. In August 2018, the Company extinguished the 2014 Credit Agreement and as a result the Company de-designated hedge accounting on its eight interest rate cap and five interest rate swap agreements. Subsequently, in September 2018, the Company elected to terminate its eight interest rate cap and five interest rate swap agreements, receiving a $9.6 million cash settlement in exchange for its net hedge asset. For the three months ended September 30, 2018 , the Company recognized a $0.7 million gain directly in earnings as a result of the changes in the fair value of the interest rate caps and interest rate swaps from the date of de-designation to the date of termination. Amounts relating to these terminated derivatives recorded in Accumulated other comprehensive 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. As discussed above, subsequently, the Company entered into four interest rate swap agreements designated as cash flow hedges, expiring in August 2025. The Company did not recognize any significant income or loss due to hedge ineffectiveness related to interest rate swap and cap agreements for the three and nine months ended September 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 September 30, 2018 and December 31, 2017 , there were $55.0 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; refer to Note 8: Long-term Debt and Other Borrowings for discussion of these agreements. Foreign Exchange Derivative Instruments In August and September 2018, the Company elected to terminate its cross-currency interest rate swap agreements and received a $13.9 million cash settlement in exchange for its net hedge asset. As a result of terminating the cross-currency interest rate swap agreements, a loss of $0.9 million was immediately recognized in earnings. The Company did not recognize any significant income or loss due to hedge ineffectiveness related to cross-currency interest rate swap agreements for the three and nine months ended September 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 September 30, 2018 and December 31, 2017 , there were $0.3 million and $3.4 million in pre-tax gains and losses, respectively, included in Accumulated other comprehensive loss in the unaudited condensed consolidated balance sheets related to these agreements. Amounts remaining as of September 30, 2018 relate to net investments, which will remain in Accumulated other comprehensive loss in the unaudited condensed consolidated balance sheets indefinitely until the Company disposes of the underlying investment. The following table presents the fair value of derivatives as of September 30, 2018 and December 31, 2017 (in millions): September 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 $ — $ — $ — $ 7.1 $ 0.4 Interest rate swaps 1,800.0 9.9 — 0.5 — Interest rate caps — — — 8.9 — Net investment hedges: Foreign currency net investment hedges — — — — 0.7 Non-designated: Foreign currency forward contracts 89.4 0.8 0.9 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 nine months ended September 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) Three Months Ended September 30, 2018 Foreign currency cash flow hedges $ 1.5 $ (2.5 ) $ 1.0 $ — Foreign currency net investment hedges (0.4 ) 0.1 — (0.3 ) Interest rate cash flow hedges (42.3 ) (5.2 ) 2.0 (45.5 ) $ (41.2 ) $ (7.6 ) 1 $ 3.0 2 $ (45.8 ) Three Months Ended September 30, 2017 Foreign currency cash flow hedges $ 1.4 $ 3.7 $ (3.6 ) $ 1.5 Foreign currency net investment hedges (0.3 ) 0.4 — 0.1 Interest rate cash flow hedges (4.4 ) (0.2 ) (2.1 ) (6.7 ) $ (3.3 ) $ 3.9 1 $ (5.7 ) 2 $ (5.1 ) (1) Amount is net of related income tax expense of $1.4 million and $0.3 million for the three months ended September 30, 2018 and September 30, 2017 , respectively. (2) Amount is net of related income tax expense of $(0.4) million and $(0.4) million for the three months ended September 30, 2018 and September 30, 2017 , respectively. Gains of $2.5 million and losses of $2.0 million were reclassified into earnings during the three months ended September 30, 2018 and 2017 , respectively, related to interest rate hedges and were recognized in Interest expense in the unaudited condensed consolidated statements of operations. Losses of $0.1 million and gains of $1.0 million were reclassified during the three months ended September 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 $3.3 million were reclassified during the three months ended September 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) Nine Months Ended September 30, 2018 Foreign currency cash flow hedges $ 2.2 $ (7.3 ) $ 5.1 $ — Foreign currency net investment hedges 0.7 (1.0 ) — (0.3 ) Interest rate cash flow hedges (22.5 ) (30.3 ) 7.3 (45.5 ) $ (19.6 ) $ (38.6 ) 1 $ 12.4 2 $ (45.8 ) Nine Months Ended September 30, 2017 Foreign currency cash flow hedges $ 0.9 $ 10.4 $ (9.8 ) $ 1.5 Foreign currency net investment hedges (1.9 ) 2.0 — 0.1 Interest rate cash flow hedges (16.4 ) 11.3 (1.6 ) (6.7 ) $ (17.4 ) $ 23.7 1 $ (11.4 ) 2 $ (5.1 ) (1) Amount is net of related income tax expense (benefit) of $7.1 million and $(4.3) million for the nine months ended September 30, 2018 and September 30, 2017 , respectively. (2) Amount is net of related income tax (expense) benefit of $(1.8) million and $5.5 million for the nine months ended September 30, 2018 and September 30, 2017 , respectively. Gains of $8.9 million and losses of $5.9 million were reclassified into earnings during the nine months ended September 30, 2018 and 2017 related to interest rate hedges and were recognized in Interest expense, respectively, in the unaudited condensed consolidated statements of operations. Gains of $5.3 million were reclassified during the nine months ended September 30, 2018 relating to foreign currency cash flow hedges and were recognized in Operating, administrative and other in the unaudited condensed consolidated statements of operations. Losses of $11.0 million were reclassified during the nine months ended September 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 September 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 $0.0 million and gains of $3.9 million for the three months ended September 30, 2018 and 2017 , respectively. There were gains of $1.1 million and losses of $0.5 million for the nine months ended September 30, 2018 and 2017 , respectively. This activity was included in the unaudited condensed consolidated statements of operations. As of September 30, 2018 and December 31, 2017 , the Company had 27 and 24 foreign currency exchange forward contracts outstanding covering a notional amount of $89.4 million and $277.5 million , respectively. As of September 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 | 9 Months Ended |
Sep. 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 September 30, 2018 As of December 31, 2017 Collateralized: 2018 First Lien Loan, net of unamortized discount and issuance costs of $34.1 million and $0.0 million $ 2,665.9 $ — First Lien Loan, as amended, net of unamortized discount and issuance costs of $0.0 million and $44.6 million — 2,341.1 Second Lien Loan, as amended, net of unamortized discount and issuance costs of $0.0 million and $10.0 million — 460.0 Capital lease liability 15.9 15.3 Notes payable to former stockholders 0.8 21.2 Total long-term debt 2,682.6 2,837.6 Less current portion (36.1 ) (53.6 ) Total non-current long-term debt $ 2,646.5 $ 2,784.0 2018 Credit Agreement On August 21, 2018, the Company entered into a $3.5 billion credit agreement (the "2018 Credit Agreement"), comprised of a $2.7 billion term loan (the "2018 First Lien Loan") and an $810.0 million revolving facility (the "Revolver"). Net proceeds from the 2018 First Lien Loan were $2.7 billion ( $2.7 billion aggregate principal amount less $13.5 million stated discount and $21.0 million in debt transaction costs). The 2018 Credit Agreement bears interest at a variable interest rate that the Company may select per the terms of the 2018 Credit Agreement. As of the period ending September 30, 2018 , the rate is equal to 1-month LIBOR plus 3.25% . The 2018 First Lien Loan matures on August 21, 2025 . The effective interest rate of the 2018 First Lien Loan is 5.5% . The 2018 Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of the 2018 First Lien Loan, including incremental borrowings. 2014 Credit Agreement On August 8, 2018, the Company paid off the outstanding principal of $450.0 million of its Second Lien Loan under its previous credit agreement, as amended and originating in 2014 (the "2014 Credit Agreement"). This resulted in a loss on extinguishment related to the write-off of unamortized deferred financing fees of $8.3 million and a prepayment penalty of $2.0 million , which was recorded in Interest expense during the three months ended September 30, 2018 . With the proceeds from the 2018 First Lien Loan, the Company subsequently paid off all outstanding principal and accrued interest under the First Lien under the 2014 Credit Agreement of $2.6 billion and $25.9 million , respectively, which also resulted in a loss on extinguishment related to the write-off of unamortized deferred financing fees of $39.2 million which was recorded in Interest expense during the three months ended September 30, 2018 . Revolver As of September 30, 2018 , the Company had no outstanding funds drawn under the Revolver, which matures on August 21, 2023. Financial Covenants and Terms The 2018 Credit Agreement has a springing financial covenant, tested on the last day of each fiscal quarter if the outstanding loans under the Revolver exceed an applicable threshold. If the financial covenant is triggered, the First Lien Net Leverage Ratio is tested for compliance not to exceed 5.80 to 1.00. The Company was in compliance with all of its loan provisions under the 2018 Credit Agreement as of September 30, 2018 . |
Restructuring
Restructuring | 9 Months Ended |
Sep. 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 $1.2 million and restructuring charges of $2.6 million during the three months ended September 30, 2018 and 2017 , respectively. During the nine months ended September 30, 2018 and 2017 , the Company recorded charges of $2.7 million and $12.7 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 (4.1 ) 6.8 2.7 Payments and other (1) (18.0 ) (6.1 ) (24.1 ) Balance as of September 30, 2018 $ 4.2 $ 11.8 $ 16.0 (1) Other consists of changes in the liability balance due to foreign currency translation. Of the total ending balance as of September 30, 2018 and December 31, 2017 , $8.8 million and $7.2 million , and $30.1 million and $7.3 million were recorded as Other current liabilities and Other non-current liabilities, respectively, within the unaudited condensed consolidated balance sheets. |
Stock-based Payments
Stock-based Payments | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Payments | Note 10: Stock-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 ) 10.15 Forfeited (0.1 ) 11.97 Outstanding as of September 30, 2018 3.3 $ 11.25 7.0 Exercisable as of September 30, 2018 1.0 $ 10.57 6.8 Total recognized compensation cost related to these stock option awards was $4.5 million and $0.5 million for the three months ended September 30, 2018 and 2017, respectively, and $6.8 million and $1.7 million for the nine months ended September 30, 2018 and 2017, respectively. At September 30, 2018 , the total unrecognized compensation cost related to non-vested time-based option awards was $4.1 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 September 30, 2018 1.5 $ 11.50 7.1 Exercisable as of September 30, 2018 — — — At September 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 7.0 $ 13.48 2.5 $ 1.50 Granted 0.0 17.00 0.6 17.00 0.2 3.18 Granted through modification (modified) — — 0.5 17.55 (0.5 ) 4.30 Vested (0.1) 10.32 (0.9 ) 11.77 — — Forfeited (0.1) 11.41 (0.2 ) 13.46 — — Unvested as of September 30, 2018 0.5 $ 11.56 7.0 $ 14.30 2.2 $ 1.09 The following table summarizes the Company's compensation expense related to RSUs (in millions): Three Months Ended September 30, Nine Months Ended September 30, Unrecognized at September 30, 2018 2018 2017 2018 2017 Time-Based RSUs $ 14.5 $ 5.4 $ 27.3 $ 17.8 $ 41.6 Co-Investment RSUs 0.1 0.3 (0.1 ) 1.0 0.2 Performance-Based RSUs — — — — 2.4 Equity classified compensation cost 14.6 5.7 27.2 18.8 44.2 Liability classified compensation cost (1) 0.6 1.6 3.6 4.6 — Total RSU stock-based compensation cost $ 15.2 $ 7.3 $ 30.8 $ 23.4 $ 44.2 (1) In the third quarter of 2018, all liability classified awards were reclassified to equity, due to certain contingencies being lifted. On August 6, 2018, the Company adopted the 2018 Omnibus Management Share and Cash Incentive Plan (the “Management Plan”) and the 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (the “Director Plan,” and together with the Management Plan, the “2018 Omnibus Plans”). 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): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Employees $ 2.7 $ 2.8 $ 7.5 $ 8.7 Non-employees 2.5 2.7 8.4 8.2 Total DPO expense $ 5.2 $ 5.5 $ 15.9 $ 16.9 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 $122.6 million and $105.6 million as of September 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 | 9 Months Ended |
Sep. 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 $42.8 million and $49.2 million included in Other non-current liabilities in the unaudited condensed consolidated balance sheets as of September 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 $37.5 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 September 30, 2018 and December 31, 2017 , contingent liabilities recorded within Other current liabilities were $80.4 million and $88.5 million , respectively and contingent liabilities recorded within Other non-current liabilities were $33.7 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 September 30, 2018 and December 31, 2017 , E&O and other claims were $42.9 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 September 30, 2018 and December 31, 2017 , totaling $5.4 million and $18.2 million , respectively. The indemnification periods for all related agreements ended before December 31, 2017 and were settled during the third quarter of 2018, which resulted in a cash payout of $5.4 million in the fourth quarter of 2018. The Company had insurance recoverable balances as of September 30, 2018 and December 31, 2017 totaling $17.8 million and $17.6 million . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 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. Transaction advisory fees related to integration and financing activities were $0.6 million and $0.6 million for the three months ended September 30, 2018 and 2017 , respectively and $1.0 million and $0.6 million for the nine months ended September 30, 2018 and 2017 , respectively. Additionally, prior to its IPO the Company paid an annual fee of $4.3 million , payable quarterly, for management advisory services. In conjunction with the Company’s IPO, the management services agreement governing these payments was terminated and resulted in a termination fee of $11.9 million recorded in Operating, administrative and other for the three months ended September 30, 2018 . Transactions with equity accounted investees For the three and nine months ended September 30, 2018 and 2017 , the Company had no material sales or purchases with equity accounted investees. As of September 30, 2018 and December 31, 2017 , the Company had no material receivables or payables with equity accounted investees. Receivables from affiliates As of September 30, 2018 and December 31, 2017 , the Company had receivables from affiliates of $31.0 million and $34.1 million and $215.9 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 | 9 Months Ended |
Sep. 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 nine months ended September 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 $2.7 billion and $2.8 billion as of September 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 $2.7 billion and $2.9 billion as of September 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. 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 September 30, 2018 and December 31, 2017 (in millions): As of September 30, 2018 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 271.9 $ 271.9 $ — $ — Deferred compensation plan assets 55.6 55.6 — — Foreign currency forward contracts 0.8 — 0.8 — Interest rate swap agreements 9.9 — 9.9 — Deferred purchase price receivable 132.0 — — 132.0 Total $ 470.2 $ 327.5 $ 10.7 $ 132.0 Liabilities Deferred compensation plan liabilities $ 54.4 $ 54.4 $ — $ — Foreign currency forward contracts 0.9 — 0.9 — Earn-out liabilities 33.9 — — 33.9 Total $ 89.2 $ 54.4 $ 0.9 $ 33.9 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 Purchases/additions 2.0 31.7 Net change in fair value and other adjustments 2.9 7.5 Payments (22.3 ) (11.9 ) Balance as of September 30, $ 33.9 $ 57.8 Balance as of July 1, $ 43.5 $ 20.6 Purchases/additions 2.0 31.7 Net change in fair value and other adjustments 2.7 5.5 Payments (14.3 ) — Balance as of September 30, $ 33.9 $ 57.8 |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 9 Months Ended |
Sep. 30, 2018 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization | Note 14: Accounts Receivable Securitization On August 20, 2018, the Company amended the A/R Securitization that was initially entered into on March 8, 2017 to increase the investment limit from $100.0 million to $125.0 million and extended the termination date to August 20, 2021, unless extended or an earlier termination event occurs. Under the A/R Securitization, certain of the Company's wholly owned subsidiaries continuously sell trade receivables to an unaffiliated financial institution. The Company’s wholly owned subsidiaries sell (or contribute) the receivables to wholly owned special purpose entities at fair market value. The special purpose entities then sell 100% of the receivables to an unaffiliated financial institution (“the Purchaser”). Although the special purpose entities are wholly owned subsidiaries of the Company, they are separate legal entities with their own separate creditors who will be entitled, upon their liquidation, to be satisfied out of their assets prior to any assets or value in such special purpose entities becoming available to their equity holders and their assets are not available to pay other creditors of the Company. As of September 30, 2018 and December 31, 2017 , respectively, the Company had $0.0 million and $85.0 million drawn on the investment limit. 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 nine months ended September 30, 2018 and 2017 , receivables sold under the A/R securitization were $827.9 million and $719.7 million , respectively, and cash collections from customers on receivables sold were $803.4 million and $579.3 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 September 30, 2018 and December 31, 2017 , the outstanding principal on receivables sold under the A/R Securitization were $157.3 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 September 30, 2018 and December 31, 2017 . The Company did not recognize any material income or loss related to receivables sold for the three and nine months ended September 30, 2018 . For the three and nine months ended September 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. The Company incurred program costs of $1.9 million and $0.7 million , for the three months ended September 30, 2018 and 2017 , respectively, and $4.3 million and $2.9 million for the nine months ended September 30, 2018 and 2017 , respectively, which were included in Operating, administrative and other expenses in the unaudited condensed consolidated statements of operations. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 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): Nine Months Ended September 30 2018 2017 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 $ 939.0 $ 207.2 Restricted cash recorded in Prepaid expenses and other current assets, end of period 58.2 64.6 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, end of period $ 997.2 $ 271.8 Supplemental cash flows and non-cash investing and financing activities are as follows (in millions): Nine Months Ended September 30 2018 2017 Cash paid for: Interest $ 144.9 $ 102.5 Income taxes 41.2 25.0 Non-cash investing/financing activities: Property and equipment acquired through capital leases 4.1 6.4 Deferred and contingent payment obligation incurred through acquisitions 8.6 43.9 Equity issued in conjunction with acquisitions — 1.0 Increase in beneficial interest in a securitization 5.1 43.2 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16: Subsequent Events The Company has evaluated subsequent events through November 13, 2018 , the date on which these financial statements were issued, and has determined there are no material subsequent events to disclose. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 9 Months Ended |
Sep. 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 stock-based payment awards. Under the new guidance, modification accounting is required only if the fair value, vesting conditions or classification of the award (as equity or liability) changes as a result of the change in terms. The Company adopted this standard effective January 1, 2018 on a prospective basis, with no material impact on its financial statements or related disclosures. Pension Cost In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (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 nine months ended September 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 nine months ended September 30, 2017 , the Company classified a cash inflow of $85.0 million as investing activities within the unaudited condensed consolidated statement of cash flows, and classified $43.2 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. Intangibles - Internal-Use Software In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) . The ASU clarifies and aligns the accounting for implementation costs for hosting arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company has early adopted this standard effective July 1, 2018 on a prospective basis, with no material impact on its financial statements and related disclosures. The following recently issued accounting standards are not yet required to be reflected in the 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 ), which will replace most existing lease guidance under U.S. GAAP when it becomes effective. The new guidance requires a lessee to record a right of use (“ROU”) asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. Companies will recognize expenses for real estate related leases on the statements of operations in a manner similar to current accounting guidance and, for lessors, the guidance remains substantially similar to current U.S. GAAP. In July 2018, the FASB issued two additional amendments that affect the guidance issued in ASU 2016-02 as described in the following updates ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases (Topic 842): Targeted Improvements . The amendments in ASU 2018-10 affect narrow aspects of the guidance issued in ASU 2016-02. The amendments in ASU 2018-11 provide an alternative (and optional) transition method that allows entities to apply the transition provisions in ASU 2016-02 at the adoption date instead of at the earliest comparative period presented in the financial statements. The Company is electing to use the optional transition method. The new guidance is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018, with early adoption permitted. Upon adoption, the Company will not revise comparative financial statements or disclosures. The Company’s current operating lease portfolio is primarily comprised of real estate, motor vehicle and IT equipment leases. Upon adoption, the Company expects to recognize operating lease ROU assets and operating lease liabilities related to operating lease arrangements. The Company is currently evaluating and quantifying the expected adoption impact and expects it to have a significant impact on the condensed consolidated balance sheets due to the recognition of ROU assets and operating lease liabilities. In addition, the Company has made accounting policy elections for certain practical expedients offered by the new guidance, such as the practical expedients to not reassess lease classification, lease term or initial direct costs for the existing lease portfolio, as well as to not separate lease and non-lease components. Furthermore, the Company will utilize the portfolio approach in selecting the discount rate used to discount future minimum lease payments for the calculation of the ROU assets and operating lease liabilities for certain equipment leases. 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 has evaluated the effect of this ASU on its financial statements noting no material impact on its financial statements and related disclosures. Stock Compensation In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) . The ASU supersedes ASC 505-50, Equity-Based Payments to Non-Employees and expands the scope of Topic 718 to include stock-based payments granted to non-employees. Under the new guidance, the measurement date and performance and vesting conditions for stock-based payments to non-employees are aligned with those of employees, most notably aligning the award measurement date with the grant date of an award. The new guidance is required to be adopted using the modified retrospective transition approach and is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. 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 and related disclosures. Fair Value In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820 by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. Retirement Benefit Plans In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2020. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. Consolidation In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities Consolidation (Topic 810). This ASU amends the guidance surrounding the assessment and consolidation of variable interest entities. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements and related disclosures. |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total revenue $ 1,475.6 $ 1,137.4 $ 4,053.9 $ 3,253.3 Less: Gross contract costs (424.9 ) (255.4 ) (1,164.2 ) (726.8 ) Acquisition accounting adjustments — 0.4 2.5 13.0 Total Fee revenue $ 1,050.7 $ 882.4 $ 2,892.2 $ 2,539.5 Service lines: Property, facilities and project management $ 427.4 $ 408.9 $ 1,257.8 $ 1,206.6 Leasing 410.7 307.9 1,031.0 828.0 Capital markets 177.3 125.0 491.3 366.3 Valuation and other 35.3 40.6 112.1 138.6 Total Fee revenue $ 1,050.7 $ 882.4 $ 2,892.2 $ 2,539.5 Segment operating expenses $ 1,346.6 $ 1,061.4 $ 3,742.1 $ 3,064.7 Less: Gross contract costs (424.9 ) (255.4 ) (1,164.2 ) (726.8 ) Total Fee-based operating expenses $ 921.7 $ 806.0 $ 2,577.9 $ 2,337.9 Adjusted EBITDA $ 128.8 $ 76.3 $ 314.2 $ 201.3 EMEA Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total revenue $ 226.9 $ 199.6 $ 650.9 $ 546.4 Less: Gross contract costs (15.4 ) (21.6 ) (76.4 ) (59.4 ) Acquisition accounting adjustments — (0.1 ) — (0.1 ) Total Fee revenue $ 211.5 $ 177.9 $ 574.5 $ 486.9 Service lines: Property, facilities and project management $ 60.0 $ 45.7 $ 178.1 $ 132.3 Leasing 67.2 54.8 173.9 154.0 Capital markets 40.0 37.0 98.5 91.0 Valuation and other 44.3 40.4 124.0 109.6 Total Fee revenue $ 211.5 $ 177.9 $ 574.5 $ 486.9 Segment operating expenses $ 198.3 $ 187.4 $ 613.5 $ 525.4 Less: Gross contract costs (15.4 ) (21.6 ) (76.4 ) (59.4 ) Total Fee-based operating expenses $ 182.9 $ 165.8 $ 537.1 $ 466.0 Adjusted EBITDA $ 29.0 $ 13.0 $ 40.5 $ 22.6 APAC Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total revenue $ 373.5 $ 372.3 $ 1,113.2 $ 1,071.5 Less: Gross contract costs (127.2 ) (140.9 ) (381.0 ) (401.0 ) Acquisition accounting adjustments — — — 0.1 Total Fee revenue $ 246.3 $ 231.4 $ 732.2 $ 670.6 Service lines: Property, facilities and project management $ 165.0 $ 160.0 $ 488.6 $ 480.9 Leasing 41.4 35.7 110.4 92.2 Capital markets 16.5 12.8 59.1 35.2 Valuation and other 23.4 22.9 74.1 62.3 Total Fee revenue $ 246.3 $ 231.4 $ 732.2 $ 670.6 Segment operating expenses $ 352.2 $ 360.0 $ 1,045.2 $ 1,034.4 Less: Gross contract costs (127.2 ) (140.9 ) (381.0 ) (401.0 ) Total Fee-based operating expenses $ 225.0 $ 219.1 $ 664.2 $ 633.4 Adjusted EBITDA $ 21.2 $ 12.9 $ 68.9 $ 38.0 |
Schedule of adjusted EBITDA | Adjusted EBITDA is calculated as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net loss $ (48.7 ) $ (78.6 ) $ (172.9 ) $ (245.6 ) Add/(less): Depreciation and amortization 71.6 64.1 213.0 193.0 Interest expense, net of interest income 92.7 49.2 189.1 134.9 Benefit from income taxes (32.9 ) (23.8 ) (49.5 ) (98.0 ) Integration and other costs related to acquisitions 71.5 71.5 178.3 213.3 Pre-IPO stock-based compensation 10.8 6.2 25.7 20.5 Cassidy Turley deferred payment obligation 11.0 10.2 32.3 32.3 Other 3.0 3.4 7.6 11.5 Adjusted EBITDA $ 179.0 $ 102.2 $ 423.6 $ 261.9 |
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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Americas Fee-based operating expenses $ 921.7 $ 806.0 $ 2,577.9 $ 2,337.9 EMEA Fee-based operating expenses 182.9 165.8 537.1 466.0 APAC Fee-based operating expenses 225.0 219.1 664.2 633.4 Segment Fee-based operating expenses 1,329.6 1,190.9 3,779.2 3,437.3 Depreciation and amortization 71.6 64.1 213.0 193.0 Integration and other costs related to acquisitions (1) 71.5 71.2 175.8 200.3 Pre-IPO stock-based compensation 10.8 6.2 25.7 20.5 Cassidy Turley deferred payment obligation 11.0 10.2 32.3 32.3 Other 3.0 3.4 7.6 11.5 Fee-based operating expenses $ 1,497.5 $ 1,346.0 $ 4,233.6 $ 3,894.9 (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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total operating expenses $ 2,065.0 $ 1,763.9 $ 5,855.2 $ 5,082.1 Less: Gross contract costs (567.5 ) (417.9 ) (1,621.6 ) (1,187.2 ) Fee-based operating expenses $ 1,497.5 $ 1,346.0 $ 4,233.6 $ 3,894.9 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic and Diluted EPS Net loss attributable to shareholders $ (48.7 ) $ (78.6 ) $ (172.9 ) $ (245.6 ) Weighted average shares outstanding for basic and diluted loss per share 184.0 144.1 158.5 143.6 Basic and diluted loss per common share attributable to shareholders $ (0.26 ) $ (0.55 ) $ (1.09 ) $ (1.71 ) |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 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 180.0 Contract assets transferred to accounts receivable (113.4 ) Balance as of September 30, 2018 $ 210.7 Contract Liabilities Balance as of December 31, 2017 $ 46.4 Contract liabilities recognized upon adoption — Contract liabilities recognized for cash received in advance 425.9 Contract liabilities reduced due to revenue recognition criteria being satisfied (413.5 ) Balance as of September 30, 2018 $ 58.8 |
Disaggregation of revenue | The following tables disaggregate revenue by reportable segment and service line (in millions): Three Months Ended September 30, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 849.3 $ 75.0 $ 292.2 $ 1,216.5 Leasing At a point in time 413.1 67.5 41.4 522.0 Capital markets At a point in time 177.8 40.0 16.5 234.3 Valuation and other At a point in time or over time 35.4 44.4 23.4 103.2 Total revenue $ 1,475.6 $ 226.9 $ 373.5 $ 2,076.0 Nine Months Ended September 30, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 2,412.0 $ 252.6 $ 869.6 $ 3,534.2 Leasing At a point in time 1,034.6 174.5 110.4 1,319.5 Capital markets At a point in time 492.8 98.5 59.1 650.4 Valuation and other At a point in time or over time 114.5 125.3 74.1 313.9 Total revenue $ 4,053.9 $ 650.9 $ 1,113.2 $ 5,818.0 |
Schedule of new accounting pronouncements and changes in accounting principles | The following table compares the reported unaudited condensed consolidated balance sheet as of September 30, 2018 and the unaudited condensed consolidated statements of operations for the three and nine months ended September 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 September 30, 2018 (in millions): Balance as of September 30, 2018 Balance Sheet Balance Without Adoption of Topic 606 Adoption Impact As Reported Trade and other receivables $ 1,246.7 $ 53.2 $ 1,299.9 Prepaid expenses and other current assets 189.0 184.9 373.9 Total current assets 2,385.7 238.1 2,623.8 Other non-current assets 474.2 25.8 500.0 Total assets 6,168.5 263.9 6,432.4 Accounts payable and accrued expenses 697.7 50.7 748.4 Accrued compensation 748.2 126.7 874.9 Total current liabilities 1,723.5 177.4 1,900.9 Deferred tax liabilities 92.0 15.9 107.9 Other non-current liabilities 349.0 19.0 368.0 Total liabilities 4,811.0 212.3 5,023.3 Accumulated deficit (1,354.0 ) 51.8 (1,302.2 ) Accumulated other comprehensive loss (98.6 ) (0.2 ) (98.8 ) Total equity 1,357.5 51.6 1,409.1 Total liabilities and shareholders’ equity 6,168.5 263.9 6,432.4 Three Months Ended September 30, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 1,953.0 $ 123.0 $ 2,076.0 Cost of services 1,572.9 114.3 1,687.2 Total costs and expenses 1,950.7 114.3 2,065.0 Operating income 2.3 8.7 11.0 Loss before income taxes (90.3 ) 8.7 (81.6 ) (Benefit) provision for income taxes (34.2 ) 1.3 (32.9 ) Net loss $ (56.1 ) $ 7.4 $ (48.7 ) Nine Months Ended September 30, 2018 Statement of Operations Balance Without Adoption of Topic 606 Adoption Impact As Reported Revenue $ 5,466.6 $ 351.4 $ 5,818.0 Cost of services 4,393.2 332.0 4,725.2 Total costs and expenses 5,523.2 332.0 5,855.2 Operating (loss) income (56.6 ) 19.4 (37.2 ) Loss before income taxes (241.8 ) 19.4 (222.4 ) (Benefit) provision for income taxes (53.0 ) 3.5 (49.5 ) Net loss $ (188.8 ) $ 15.9 $ (172.9 ) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 (in millions): Americas EMEA APAC Total Balance as of December 31, 2017 $ 1,249.7 $ 249.0 $ 266.6 $ 1,765.3 Acquisitions — 15.2 11.7 26.9 Measurement period adjustments 12.7 — — 12.7 Effect of movements in exchange rates and other (4.9 ) (8.5 ) (20.5 ) (33.9 ) Balance as of September 30, 2018 $ 1,257.5 $ 255.7 $ 257.8 $ 1,771.0 |
Summary of Finite-Lived Intangible Assets | The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of September 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 1,203.0 (596.3 ) 606.7 Other intangible assets 2 – 13 26.9 (13.1 ) 13.8 Total intangible assets $ 1,775.9 $ (609.4 ) $ 1,166.5 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 September 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 1,203.0 (596.3 ) 606.7 Other intangible assets 2 – 13 26.9 (13.1 ) 13.8 Total intangible assets $ 1,775.9 $ (609.4 ) $ 1,166.5 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 Instrume_2
Derivative Financial Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 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 September 30, 2018 and December 31, 2017 (in millions): September 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 $ — $ — $ — $ 7.1 $ 0.4 Interest rate swaps 1,800.0 9.9 — 0.5 — Interest rate caps — — — 8.9 — Net investment hedges: Foreign currency net investment hedges — — — — 0.7 Non-designated: Foreign currency forward contracts 89.4 0.8 0.9 0.8 2.2 |
Schedule of Effect of Derivatives As Hedges, Net of Applicable Income Taxes | The following tables presents the effect of derivatives designated as hedges, net of applicable income taxes, in the unaudited condensed consolidated statements of operations for the three and nine months ended September 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) Three Months Ended September 30, 2018 Foreign currency cash flow hedges $ 1.5 $ (2.5 ) $ 1.0 $ — Foreign currency net investment hedges (0.4 ) 0.1 — (0.3 ) Interest rate cash flow hedges (42.3 ) (5.2 ) 2.0 (45.5 ) $ (41.2 ) $ (7.6 ) 1 $ 3.0 2 $ (45.8 ) Three Months Ended September 30, 2017 Foreign currency cash flow hedges $ 1.4 $ 3.7 $ (3.6 ) $ 1.5 Foreign currency net investment hedges (0.3 ) 0.4 — 0.1 Interest rate cash flow hedges (4.4 ) (0.2 ) (2.1 ) (6.7 ) $ (3.3 ) $ 3.9 1 $ (5.7 ) 2 $ (5.1 ) (1) Amount is net of related income tax expense of $1.4 million and $0.3 million for the three months ended September 30, 2018 and September 30, 2017 , respectively. (2) Amount is net of related income tax expense of $(0.4) million and $(0.4) million for the three months ended September 30, 2018 and September 30, 2017 , respectively. 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) Nine Months Ended September 30, 2018 Foreign currency cash flow hedges $ 2.2 $ (7.3 ) $ 5.1 $ — Foreign currency net investment hedges 0.7 (1.0 ) — (0.3 ) Interest rate cash flow hedges (22.5 ) (30.3 ) 7.3 (45.5 ) $ (19.6 ) $ (38.6 ) 1 $ 12.4 2 $ (45.8 ) Nine Months Ended September 30, 2017 Foreign currency cash flow hedges $ 0.9 $ 10.4 $ (9.8 ) $ 1.5 Foreign currency net investment hedges (1.9 ) 2.0 — 0.1 Interest rate cash flow hedges (16.4 ) 11.3 (1.6 ) (6.7 ) $ (17.4 ) $ 23.7 1 $ (11.4 ) 2 $ (5.1 ) (1) Amount is net of related income tax expense (benefit) of $7.1 million and $(4.3) million for the nine months ended September 30, 2018 and September 30, 2017 , respectively. (2) Amount is net of related income tax (expense) benefit of $(1.8) million and $5.5 million for the nine months ended September 30, 2018 and September 30, 2017 , respectively. |
Long-term Debt and Other Borr_2
Long-term Debt and Other Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in millions): As of September 30, 2018 As of December 31, 2017 Collateralized: 2018 First Lien Loan, net of unamortized discount and issuance costs of $34.1 million and $0.0 million $ 2,665.9 $ — First Lien Loan, as amended, net of unamortized discount and issuance costs of $0.0 million and $44.6 million — 2,341.1 Second Lien Loan, as amended, net of unamortized discount and issuance costs of $0.0 million and $10.0 million — 460.0 Capital lease liability 15.9 15.3 Notes payable to former stockholders 0.8 21.2 Total long-term debt 2,682.6 2,837.6 Less current portion (36.1 ) (53.6 ) Total non-current long-term debt $ 2,646.5 $ 2,784.0 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 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 (4.1 ) 6.8 2.7 Payments and other (1) (18.0 ) (6.1 ) (24.1 ) Balance as of September 30, 2018 $ 4.2 $ 11.8 $ 16.0 (1) Other consists of changes in the liability balance due to foreign currency translation. |
Stock-based Payments (Tables)
Stock-based Payments (Tables) | 9 Months Ended |
Sep. 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 ) 10.15 Forfeited (0.1 ) 11.97 Outstanding as of September 30, 2018 3.3 $ 11.25 7.0 Exercisable as of September 30, 2018 1.0 $ 10.57 6.8 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 September 30, 2018 1.5 $ 11.50 7.1 Exercisable as of September 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 7.0 $ 13.48 2.5 $ 1.50 Granted 0.0 17.00 0.6 17.00 0.2 3.18 Granted through modification (modified) — — 0.5 17.55 (0.5 ) 4.30 Vested (0.1) 10.32 (0.9 ) 11.77 — — Forfeited (0.1) 11.41 (0.2 ) 13.46 — — Unvested as of September 30, 2018 0.5 $ 11.56 7.0 $ 14.30 2.2 $ 1.09 |
Summary of Compensation Expense Related to RSUs | The following table summarizes the Company's compensation expense related to RSUs (in millions): Three Months Ended September 30, Nine Months Ended September 30, Unrecognized at September 30, 2018 2018 2017 2018 2017 Time-Based RSUs $ 14.5 $ 5.4 $ 27.3 $ 17.8 $ 41.6 Co-Investment RSUs 0.1 0.3 (0.1 ) 1.0 0.2 Performance-Based RSUs — — — — 2.4 Equity classified compensation cost 14.6 5.7 27.2 18.8 44.2 Liability classified compensation cost (1) 0.6 1.6 3.6 4.6 — Total RSU stock-based compensation cost $ 15.2 $ 7.3 $ 30.8 $ 23.4 $ 44.2 (1) In the third quarter of 2018, all liability classified awards were reclassified to equity, due to certain contingencies being lifted. |
Summary of Expense Related to DPO | The following table summarizes the Company's expense related to the DPO for those who elected to receive their consideration in shares (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Employees $ 2.7 $ 2.8 $ 7.5 $ 8.7 Non-employees 2.5 2.7 8.4 8.2 Total DPO expense $ 5.2 $ 5.5 $ 15.9 $ 16.9 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 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 September 30, 2018 and December 31, 2017 (in millions): As of September 30, 2018 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 271.9 $ 271.9 $ — $ — Deferred compensation plan assets 55.6 55.6 — — Foreign currency forward contracts 0.8 — 0.8 — Interest rate swap agreements 9.9 — 9.9 — Deferred purchase price receivable 132.0 — — 132.0 Total $ 470.2 $ 327.5 $ 10.7 $ 132.0 Liabilities Deferred compensation plan liabilities $ 54.4 $ 54.4 $ — $ — Foreign currency forward contracts 0.9 — 0.9 — Earn-out liabilities 33.9 — — 33.9 Total $ 89.2 $ 54.4 $ 0.9 $ 33.9 As of December 31, 2017 Total Level 1 Level 2 Level 3 Assets Deferred compensation plan assets $ 59.7 $ 59.7 $ — $ — Foreign currency forward contracts 0.8 — 0.8 — Cross-currency interest rate swaps 7.1 — 7.1 — Interest rate cap agreements 8.9 — 8.9 — Interest rate swap agreements 0.5 — 0.5 — Deferred purchase price receivable 41.9 — — 41.9 Total $ 118.9 $ 59.7 $ 17.3 $ 41.9 Liabilities Deferred compensation plan liabilities $ 59.6 $ 59.6 $ — $ — Foreign currency forward contracts 2.2 — 2.2 — Cross-currency interest rate swaps 0.4 — 0.4 — Foreign currency net investment hedges 0.7 — 0.7 — Earn-out liabilities 51.3 — — 51.3 Total $ 114.2 $ 59.6 $ 3.3 $ 51.3 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The table below presents a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions): Earn-out Liabilities 2018 2017 Balance as of January 1, $ 51.3 $ 30.5 Purchases/additions 2.0 31.7 Net change in fair value and other adjustments 2.9 7.5 Payments (22.3 ) (11.9 ) Balance as of September 30, $ 33.9 $ 57.8 Balance as of July 1, $ 43.5 $ 20.6 Purchases/additions 2.0 31.7 Net change in fair value and other adjustments 2.7 5.5 Payments (14.3 ) — Balance as of September 30, $ 33.9 $ 57.8 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 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): Nine Months Ended September 30 2018 2017 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 $ 939.0 $ 207.2 Restricted cash recorded in Prepaid expenses and other current assets, end of period 58.2 64.6 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, end of period $ 997.2 $ 271.8 Supplemental cash flows and non-cash investing and financing activities are as follows (in millions): Nine Months Ended September 30 2018 2017 Cash paid for: Interest $ 144.9 $ 102.5 Income taxes 41.2 25.0 Non-cash investing/financing activities: Property and equipment acquired through capital leases 4.1 6.4 Deferred and contingent payment obligation incurred through acquisitions 8.6 43.9 Equity issued in conjunction with acquisitions — 1.0 Increase in beneficial interest in a securitization 5.1 43.2 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions | Aug. 07, 2018USD ($)shares | Aug. 06, 2018$ / sharesshares | Jul. 19, 2018 | Jun. 30, 2018USD ($) | Sep. 30, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Jul. 12, 2018$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Ordinary shares, nominal value per share (in dollars per share) | $ / shares | $ 0.10 | $ 10 | $ 0.01 | ||||
Stock split ratio | 0.1 | ||||||
Tax Act, net benefit | $ 93.1 | ||||||
Net income tax benefit increase | $ 10 | 32.2 | |||||
Provision (benefit) from income taxes | 0.7 | ||||||
Tax Act, increase in the tax benefit | 124.9 | $ 124.2 | |||||
Tax Act, decrease in tax expense | 31.5 | ||||||
Effective income tax rate reconciliation, repatriation of foreign earnings | 31.8 | $ 63.3 | |||||
Tax Act, income tax expense | 8.1 | ||||||
Tax Act, decrease in income tax expense | $ 3.4 | ||||||
Tax Act, tax liability | $ 6 | ||||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued (in shares) | shares | 51.8 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 17 | ||||||
Concurrent Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued (in shares) | shares | 10.6 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 17 | ||||||
IPO and Current Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Net proceeds, IPO | $ 1,000 |
New Accounting Standards - Narr
New Accounting Standards - Narrative (Details) - Accounting Standards Update 2016-15 $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Net cash inflow, investing activities | $ 85 |
(Decrease) increase in beneficial interest in a securitization | $ 43.2 |
Segment Data - Schedule of summ
Segment Data - Schedule of summarized financial information by segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 2,076 | $ 1,709.3 | $ 5,818 | $ 4,871.2 |
Less: Gross contract costs | (567.5) | (417.9) | (1,621.6) | (1,187.2) |
Total Fee-based operating expenses | 1,497.5 | 1,346 | 4,233.6 | 3,894.9 |
Adjusted EBITDA | 179 | 102.2 | 423.6 | 261.9 |
Americas | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,475.6 | 4,053.9 | ||
EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 226.9 | 650.9 | ||
APAC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 373.5 | 1,113.2 | ||
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Fee-based operating expenses | 1,329.6 | 1,190.9 | 3,779.2 | 3,437.3 |
Operating segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,475.6 | 1,137.4 | 4,053.9 | 3,253.3 |
Less: Gross contract costs | (424.9) | (255.4) | (1,164.2) | (726.8) |
Acquisition accounting adjustments | 0 | 0.4 | 2.5 | 13 |
Fee revenue | 1,050.7 | 882.4 | 2,892.2 | 2,539.5 |
Segment operating expenses | 1,346.6 | 1,061.4 | 3,742.1 | 3,064.7 |
Total Fee-based operating expenses | 921.7 | 806 | 2,577.9 | 2,337.9 |
Adjusted EBITDA | 128.8 | 76.3 | 314.2 | 201.3 |
Operating segments | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 226.9 | 199.6 | 650.9 | 546.4 |
Less: Gross contract costs | (15.4) | (21.6) | (76.4) | (59.4) |
Acquisition accounting adjustments | 0 | (0.1) | 0 | (0.1) |
Fee revenue | 211.5 | 177.9 | 574.5 | 486.9 |
Segment operating expenses | 198.3 | 187.4 | 613.5 | 525.4 |
Total Fee-based operating expenses | 182.9 | 165.8 | 537.1 | 466 |
Adjusted EBITDA | 29 | 13 | 40.5 | 22.6 |
Operating segments | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 373.5 | 372.3 | 1,113.2 | 1,071.5 |
Less: Gross contract costs | (127.2) | (140.9) | (381) | (401) |
Acquisition accounting adjustments | 0 | 0 | 0 | 0.1 |
Fee revenue | 246.3 | 231.4 | 732.2 | 670.6 |
Segment operating expenses | 352.2 | 360 | 1,045.2 | 1,034.4 |
Total Fee-based operating expenses | 225 | 219.1 | 664.2 | 633.4 |
Adjusted EBITDA | 21.2 | 12.9 | 68.9 | 38 |
Operating segments | Property, facilities and project management | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 427.4 | 408.9 | 1,257.8 | 1,206.6 |
Operating segments | Property, facilities and project management | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 60 | 45.7 | 178.1 | 132.3 |
Operating segments | Property, facilities and project management | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 165 | 160 | 488.6 | 480.9 |
Operating segments | Leasing | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 410.7 | 307.9 | 1,031 | 828 |
Operating segments | Leasing | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 67.2 | 54.8 | 173.9 | 154 |
Operating segments | Leasing | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 41.4 | 35.7 | 110.4 | 92.2 |
Operating segments | Capital markets | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 177.3 | 125 | 491.3 | 366.3 |
Operating segments | Capital markets | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 40 | 37 | 98.5 | 91 |
Operating segments | Capital markets | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 16.5 | 12.8 | 59.1 | 35.2 |
Operating segments | Valuation and other | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 35.3 | 40.6 | 112.1 | 138.6 |
Operating segments | Valuation and other | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | 44.3 | 40.4 | 124 | 109.6 |
Operating segments | Valuation and other | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee revenue | $ 23.4 | $ 22.9 | $ 74.1 | $ 62.3 |
Segment Data - Schedule of adju
Segment Data - Schedule of adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Net loss | $ (48.7) | $ (78.6) | $ (172.9) | $ (245.6) |
Depreciation and amortization | 71.6 | 64.1 | 213 | 193 |
Interest expense, net of interest income | 92.7 | 49.2 | 189.1 | 134.9 |
Benefit from income taxes | (32.9) | (23.8) | (49.5) | (98) |
Integration and other costs related to acquisitions | 71.5 | 71.5 | 178.3 | 213.3 |
Pre-IPO stock-based compensation | 10.8 | 6.2 | 25.7 | 20.5 |
Cassidy Turley deferred payment obligation | 11 | 10.2 | 32.3 | 32.3 |
Other | 3 | 3.4 | 7.6 | 11.5 |
Adjusted EBITDA | $ 179 | $ 102.2 | $ 423.6 | $ 261.9 |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Total operating expenses | $ 2,065 | $ 1,763.9 | $ 5,855.2 | $ 5,082.1 |
Less: Gross contract costs | (567.5) | (417.9) | (1,621.6) | (1,187.2) |
Total Fee-based operating expenses | $ 1,497.5 | $ 1,346 | $ 4,233.6 | $ 3,894.9 |
Segment Data - Schedule of re_2
Segment Data - Schedule of reconciliation of Fee-based operating expenses by segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | $ 1,497.5 | $ 1,346 | $ 4,233.6 | $ 3,894.9 |
Depreciation and amortization | 71.6 | 64.1 | 213 | 193 |
Integration and other costs related to acquisitions | 71.5 | 71.2 | 175.8 | 200.3 |
Pre-IPO stock-based compensation | 10.8 | 6.2 | 25.7 | 20.5 |
Cassidy Turley deferred payment obligation | 11 | 10.2 | 32.3 | 32.3 |
Other | 3 | 3.4 | 7.6 | 11.5 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | 1,329.6 | 1,190.9 | 3,779.2 | 3,437.3 |
Operating segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | 921.7 | 806 | 2,577.9 | 2,337.9 |
Operating segments | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | 182.9 | 165.8 | 537.1 | 466 |
Operating segments | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Fee-based operating expenses | $ 225 | $ 219.1 | $ 664.2 | $ 633.4 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Potentially dilutive securities not included in computation (in shares) | 14 | 13.9 | 13.7 | 13.7 |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to shareholders | $ (48.7) | $ (78.6) | $ (172.9) | $ (245.6) |
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 184 | 144.1 | 158.5 | 143.6 |
Basic and diluted loss per common share attributable to shareholders (in dollars per share) | $ (0.26) | $ (0.55) | $ (1.09) | $ (1.71) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | $ 2,076 | $ 1,709.3 | $ 5,818 | $ 4,871.2 | ||
Contract assets | 210.7 | 210.7 | $ 0 | |||
Total assets | 6,432.4 | 6,432.4 | 5,797.9 | |||
Prepaid expenses and other current assets | 373.9 | 373.9 | 176.3 | |||
Other non-current assets | 500 | 500 | 432.8 | |||
Trade and other receivables | 1,299.9 | 1,299.9 | 1,314 | |||
Total liabilities | 5,023.3 | 5,023.3 | 5,294 | |||
Accrued compensation | 874.9 | 874.9 | 864.8 | |||
Deferred tax liabilities | 107.9 | 107.9 | 157.5 | |||
Other non-current liabilities | 368 | 368 | $ 386.9 | |||
Net loss | (48.7) | $ (78.6) | (172.9) | (245.6) | ||
Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Adoption of new revenue accounting standard | $ 35.9 | |||||
Prepaid expenses and other current assets | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Contract assets | 184.9 | 184.9 | ||||
Other non-current assets | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Contract assets | 25.8 | 25.8 | ||||
Adoption Impact | Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | 123 | 351.4 | ||||
Total assets | 263.9 | 263.9 | ||||
Prepaid expenses and other current assets | 184.9 | 184.9 | ||||
Other non-current assets | 25.8 | 25.8 | ||||
Trade and other receivables | 53.2 | 53.2 | ||||
Total liabilities | 212.3 | 212.3 | ||||
Accrued compensation | 126.7 | 126.7 | ||||
Deferred tax liabilities | 15.9 | 15.9 | ||||
Other non-current liabilities | 19 | 19 | ||||
Net loss | 7.4 | 15.9 | ||||
Adoption Impact | Accounting Standards Update 2014-09 | Reimbursed expenses | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | 98.5 | 302 | ||||
Adoption Impact | Accounting Standards Update 2014-09 | Variable consideration | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenue | $ 24.5 | 49.4 | ||||
Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net loss | $ (172.9) | $ (245.6) | ||||
Accumulated Deficit | Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Adoption of new revenue accounting standard | 35.9 | |||||
Accumulated Deficit | Adoption Impact | Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Adoption of new revenue accounting standard | $ 35.9 |
Revenue - Schedule of significa
Revenue - Schedule of significant changes in contract assets and contract liabilities (Details) $ in Millions | 9 Months Ended |
Sep. 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 | 180 |
Contract assets transferred to accounts receivable | (113.4) |
Balance as of September 30, 2018 | 210.7 |
Contract Liabilities | |
Balance as of December 31, 2017 | 46.4 |
Contract liabilities recognized upon adoption | 0 |
Contract liabilities recognized for cash received in advance | 425.9 |
Contract liabilities reduced due to revenue recognition criteria being satisfied | (413.5) |
Balance as of September 30, 2018 | $ 58.8 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,076 | $ 1,709.3 | $ 5,818 | $ 4,871.2 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,475.6 | 4,053.9 | ||
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 226.9 | 650.9 | ||
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 373.5 | 1,113.2 | ||
Property, facilities and project management | Over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,216.5 | 3,534.2 | ||
Property, facilities and project management | Americas | Over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 849.3 | 2,412 | ||
Property, facilities and project management | EMEA | Over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 75 | 252.6 | ||
Property, facilities and project management | APAC | Over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 292.2 | 869.6 | ||
Leasing | At a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 522 | 1,319.5 | ||
Leasing | Americas | At a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 413.1 | 1,034.6 | ||
Leasing | EMEA | At a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 67.5 | 174.5 | ||
Leasing | APAC | At a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 41.4 | 110.4 | ||
Capital markets | At a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 234.3 | 650.4 | ||
Capital markets | Americas | At a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 177.8 | 492.8 | ||
Capital markets | EMEA | At a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 40 | 98.5 | ||
Capital markets | APAC | At a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16.5 | 59.1 | ||
Valuation and other | At a point in time or over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 103.2 | 313.9 | ||
Valuation and other | Americas | At a point in time or over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 35.4 | 114.5 | ||
Valuation and other | EMEA | At a point in time or over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 44.4 | 125.3 | ||
Valuation and other | APAC | At a point in time or over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 23.4 | $ 74.1 |
Revenue - Impact of new revenue
Revenue - Impact of new revenue guidance on balance sheets (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Trade and other receivables | $ 1,299.9 | $ 1,314 | ||
Prepaid expenses and other current assets | 373.9 | 176.3 | ||
Total current assets | 2,623.8 | 1,910.5 | ||
Other non-current assets | 500 | 432.8 | ||
Total assets | 6,432.4 | 5,797.9 | ||
Accounts payable and accrued expenses | 748.4 | 771.2 | ||
Accrued compensation | 874.9 | 864.8 | ||
Total current liabilities | 1,900.9 | 1,965.6 | ||
Deferred tax liabilities | 107.9 | 157.5 | ||
Other non-current liabilities | 368 | 386.9 | ||
Total liabilities | 5,023.3 | 5,294 | ||
Accumulated deficit | (1,302.2) | (1,165.2) | ||
Accumulated other comprehensive loss | (98.8) | (87.2) | ||
Total equity | 1,409.1 | 503.9 | $ 430.9 | $ 590 |
Total liabilities and shareholders’ equity | 6,432.4 | $ 5,797.9 | ||
Balance Without Adoption of Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Trade and other receivables | 1,246.7 | |||
Prepaid expenses and other current assets | 189 | |||
Total current assets | 2,385.7 | |||
Other non-current assets | 474.2 | |||
Total assets | 6,168.5 | |||
Accounts payable and accrued expenses | 697.7 | |||
Accrued compensation | 748.2 | |||
Total current liabilities | 1,723.5 | |||
Deferred tax liabilities | 92 | |||
Other non-current liabilities | 349 | |||
Total liabilities | 4,811 | |||
Accumulated deficit | (1,354) | |||
Accumulated other comprehensive loss | (98.6) | |||
Total equity | 1,357.5 | |||
Total liabilities and shareholders’ equity | 6,168.5 | |||
Accounting Standards Update 2014-09 | Adoption Impact | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Trade and other receivables | 53.2 | |||
Prepaid expenses and other current assets | 184.9 | |||
Total current assets | 238.1 | |||
Other non-current assets | 25.8 | |||
Total assets | 263.9 | |||
Accounts payable and accrued expenses | 50.7 | |||
Accrued compensation | 126.7 | |||
Total current liabilities | 177.4 | |||
Deferred tax liabilities | 15.9 | |||
Other non-current liabilities | 19 | |||
Total liabilities | 212.3 | |||
Accumulated deficit | 51.8 | |||
Accumulated other comprehensive loss | (0.2) | |||
Total equity | 51.6 | |||
Total liabilities and shareholders’ equity | $ 263.9 |
Revenue - Impact of new reven_2
Revenue - Impact of new revenue guidance on statement of operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | $ 2,076 | $ 1,709.3 | $ 5,818 | $ 4,871.2 |
Cost of services | 1,687.2 | 1,421.3 | 4,725.2 | 4,037.6 |
Total costs and expenses | 2,065 | 1,763.9 | 5,855.2 | 5,082.1 |
Operating (loss) income | 11 | (54.6) | (37.2) | (210.9) |
Loss before income taxes | (81.6) | (102.4) | (222.4) | (343.6) |
(Benefit) provision for income taxes | (32.9) | (23.8) | (49.5) | (98) |
Net loss | (48.7) | $ (78.6) | (172.9) | $ (245.6) |
Balance Without Adoption of Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | 1,953 | 5,466.6 | ||
Cost of services | 1,572.9 | 4,393.2 | ||
Total costs and expenses | 1,950.7 | 5,523.2 | ||
Operating (loss) income | 2.3 | (56.6) | ||
Loss before income taxes | (90.3) | (241.8) | ||
(Benefit) provision for income taxes | (34.2) | (53) | ||
Net loss | (56.1) | (188.8) | ||
Accounting Standards Update 2014-09 | Adoption Impact | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | 123 | 351.4 | ||
Cost of services | 114.3 | 332 | ||
Total costs and expenses | 114.3 | 332 | ||
Operating (loss) income | 8.7 | 19.4 | ||
Loss before income taxes | 8.7 | 19.4 | ||
(Benefit) provision for income taxes | 1.3 | 3.5 | ||
Net loss | $ 7.4 | $ 15.9 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | $ 1,765.3 |
Acquisitions | 26.9 |
Measurement period adjustments | 12.7 |
Effect of movements in exchange rates and other | (33.9) |
Balance as of September 30, 2018 | 1,771 |
Americas | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | 1,249.7 |
Acquisitions | 0 |
Measurement period adjustments | 12.7 |
Effect of movements in exchange rates and other | (4.9) |
Balance as of September 30, 2018 | 1,257.5 |
EMEA | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | 249 |
Acquisitions | 15.2 |
Measurement period adjustments | 0 |
Effect of movements in exchange rates and other | (8.5) |
Balance as of September 30, 2018 | 255.7 |
APAC | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2017 | 266.6 |
Acquisitions | 11.7 |
Measurement period adjustments | 0 |
Effect of movements in exchange rates and other | (20.5) |
Balance as of September 30, 2018 | $ 257.8 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 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 | $ 46,200,000 | $ 45,300,000 | $ 139,300,000 | $ 134,000,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, accumulated amortization | $ (609.4) | $ (478.4) |
Gross Value | 1,775.9 | 1,784.4 |
Accumulated Amortization | (609.4) | (478.4) |
Net Value | 1,166.5 | 1,306 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,203 | 1,211.5 |
Finite-lived intangible assets, accumulated amortization | (596.3) | (468) |
Finite-lived intangible assets, net value | 606.7 | 743.5 |
Accumulated Amortization | (596.3) | (468) |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 26.9 | 26.9 |
Finite-lived intangible assets, accumulated amortization | (13.1) | (10.4) |
Finite-lived intangible assets, net value | 13.8 | 16.5 |
Accumulated Amortization | $ (13.1) | $ (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 Instrume_3
Derivative Financial Instruments and Hedging Activities - Narrative (Details) $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($)derivative_instrument | Feb. 28, 2018USD ($)derivative_instrument | Sep. 30, 2018USD ($)derivative_instrument | Sep. 30, 2018USD ($)derivative_instrument | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)derivative_instrument | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)derivative_instrument | |
Unrealized Hedging Losses | Foreign Currency Hedge | ||||||||
Derivative [Line Items] | ||||||||
(Gains) losses reclassified into earnings, pre-tax | $ 0.9 | |||||||
Designated | ||||||||
Derivative [Line Items] | ||||||||
Pre-tax gain included in accumulated other comprehensive loss for interest rate derivatives | $ 55 | $ 26.9 | ||||||
Pre-tax gains (losses) included in accumulated other comprehensive loss for foreign exchange derivatives | $ 0.3 | $ (3.4) | ||||||
Designated | Interest rate caps | ||||||||
Derivative [Line Items] | ||||||||
Number of derivative instruments terminated | derivative_instrument | 8 | 8 | ||||||
Number of derivative instruments held | derivative_instrument | 8 | 8 | 8 | 8 | ||||
Designated | Interest rate swaps | ||||||||
Derivative [Line Items] | ||||||||
Number of derivative instruments terminated | derivative_instrument | 5 | |||||||
Number of derivative instruments held | derivative_instrument | 4 | 4 | 4 | 4 | ||||
Designated | Interest rate hedge | ||||||||
Derivative [Line Items] | ||||||||
Cash settlement received in exchange for net hedge asset | $ 9.6 | $ 34.5 | ||||||
Designated | Foreign Currency Hedge | ||||||||
Derivative [Line Items] | ||||||||
Cash settlement received in exchange for net hedge asset | $ 13.9 | |||||||
Designated | Unrealized Hedging Gains | Interest rate hedge | ||||||||
Derivative [Line Items] | ||||||||
(Gains) losses reclassified into earnings, pre-tax | $ (0.7) | |||||||
Non-Designated | Foreign currency forward contracts | ||||||||
Derivative [Line Items] | ||||||||
Number of derivative instruments held | derivative_instrument | 27 | 27 | 27 | 27 | 24 | |||
Gain (loss) on derivative instruments | $ 0 | $ 3.9 | $ 1.1 | $ (0.5) | ||||
Notional amount | $ 89.4 | $ 89.4 | 89.4 | 89.4 | $ 277.5 | |||
Interest Expense | Unrealized Hedging (Losses) Gains | Interest rate hedge | ||||||||
Derivative [Line Items] | ||||||||
(Gains) losses reclassified into earnings, pre-tax | (2.5) | 2 | (8.9) | 5.9 | ||||
Interest Expense | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||||||
Derivative [Line Items] | ||||||||
(Gains) losses reclassified into earnings, pre-tax | 0.1 | |||||||
Operating, Administrative and Other | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||||||
Derivative [Line Items] | ||||||||
(Gains) losses reclassified into earnings, pre-tax | $ (1) | $ 3.3 | $ (5.3) | |||||
Operating, Administrative and Other | Unrealized Hedging Losses | Foreign Currency Hedge | ||||||||
Derivative [Line Items] | ||||||||
(Gains) losses reclassified into earnings, pre-tax | $ 11 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging Activities - Schedule of Fair Value of Derivatives (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Notional | $ 89.4 | $ 277.5 |
Cash Flow Hedging | Designated | Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Notional | 0 | |
Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Notional | 1,800 | |
Cash Flow Hedging | Designated | Interest rate caps | ||
Derivative [Line Items] | ||
Notional | 0 | |
Net Investment Hedging | Designated | Foreign currency net investment hedges | ||
Derivative [Line Items] | ||
Notional | 0 | |
Other non-current assets | Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Assets fair value | 0.8 | 0.8 |
Other non-current assets | Cash Flow Hedging | Designated | Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Assets fair value | 0 | 7.1 |
Other non-current assets | Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Assets fair value | 9.9 | 0.5 |
Other non-current assets | Cash Flow Hedging | Designated | Interest rate caps | ||
Derivative [Line Items] | ||
Assets fair value | 0 | 8.9 |
Other non-current assets | Net Investment Hedging | Designated | Foreign currency net investment hedges | ||
Derivative [Line Items] | ||
Assets fair value | 0 | 0 |
Other non-current liabilities | Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Liabilities fair value | 0.9 | 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 Instrume_5
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ (503.9) | $ (590) | ||
Ending balance | $ (1,409.1) | $ (430.9) | (1,409.1) | (430.9) |
Unrealized Hedging (Losses) Gains | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (41.2) | (3.3) | (19.6) | (17.4) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (7.6) | 3.9 | (38.6) | 23.7 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 3 | (5.7) | 12.4 | (11.4) |
Ending balance | (45.8) | (5.1) | (45.8) | (5.1) |
Amount of loss (gain) recognized, tax expense (benefit) | 1.4 | 0.3 | 7.1 | (4.3) |
Amount of loss (gain) reclassified, tax benefit (expense) | (0.4) | (0.4) | (1.8) | 5.5 |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 1.5 | 1.4 | 2.2 | 0.9 |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (2.5) | 3.7 | (7.3) | 10.4 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 1 | (3.6) | 5.1 | (9.8) |
Ending balance | 0 | 1.5 | 0 | 1.5 |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Interest Rate Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (42.3) | (4.4) | (22.5) | (16.4) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | (5.2) | (0.2) | (30.3) | 11.3 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 2 | (2.1) | 7.3 | (1.6) |
Ending balance | (45.5) | (6.7) | (45.5) | (6.7) |
Net Investment Hedging | Unrealized Hedging (Losses) Gains | Foreign Currency Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (0.4) | (0.3) | 0.7 | (1.9) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (Effective Portion) | 0.1 | 0.4 | (1) | 2 |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (Effective Portion) | 0 | 0 | 0 | 0 |
Ending balance | $ (0.3) | $ 0.1 | $ (0.3) | $ 0.1 |
Long-term Debt and Other Borr_3
Long-term Debt and Other Borrowings - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,682.6 | $ 2,837.6 |
Less current portion | (36.1) | (53.6) |
Total non-current long-term debt | 2,646.5 | 2,784 |
Secured Debt | 2018 First Lien Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 2,665.9 | 0 |
Unamortized discount and issuance costs | 34.1 | 0 |
Secured Debt | First Lien Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 2,341.1 |
Unamortized discount and issuance costs | 0 | 44.6 |
Secured Debt | Second Lien Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 460 |
Unamortized discount and issuance costs | 0 | 10 |
Capital lease liability | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 15.9 | 15.3 |
Notes payable to former stockholders | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0.8 | $ 21.2 |
Long-term Debt and Other Borr_4
Long-term Debt and Other Borrowings - Narrative (Details) | Aug. 21, 2018USD ($) | Aug. 08, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 2,682,600,000 | $ 2,682,600,000 | $ 2,837,600,000 | |||
Repayment of borrowings | $ 3,126,100,000 | $ 132,600,000 | ||||
2018 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 3,500,000,000 | |||||
Quarterly principal payment, percentage | 0.25% | |||||
Secured Debt | 2018 First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 2,700,000,000 | |||||
Proceeds from debt, net of stated discount and debt issuance costs | 2,700,000,000 | |||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 2,665,900,000 | $ 2,665,900,000 | 0 | |||
Stated discount, amount | 13,500,000 | |||||
Debt issuance costs, amount | 21,000,000 | |||||
Secured Debt | Second Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 0 | 0 | 460,000,000 | |||
Repayment of loan | $ 450,000,000 | |||||
Write-off of deferred financing fees | 8,300,000 | |||||
Prepayment penalty | 2,000,000 | |||||
Secured Debt | First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 0 | $ 0 | $ 2,341,100,000 | |||
Write-off of deferred financing fees | $ 39,200,000 | |||||
Repayment of borrowings | 2,600,000,000 | |||||
Repayments of accrued interest | $ 25,900,000 | |||||
Net leverage ratio | 5.80 | 5.80 | ||||
Line of Credit | 2018 Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 810,000,000 | |||||
Line of Credit | First Lien Loan | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding funds drawn | $ 0 | $ 0 | ||||
LIBOR | 2018 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
LIBOR | Secured Debt | 2018 First Lien Loan | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 5.50% | 5.50% |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring (credits) charges | $ (1.2) | $ 2.6 | $ 2.7 | $ 12.7 | |
Restructuring accrual in other current liabilities | 8.8 | 8.8 | $ 30.1 | ||
Restructuring accrual in other non-current liabilities | $ 7.2 | $ 7.2 | $ 7.3 |
Restructuring - Schedule of Sev
Restructuring - Schedule of Severance and Other Restructuring Accrual Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2017 | $ 37.4 | |||
Restructuring (credits) charges | $ (1.2) | $ 2.6 | 2.7 | $ 12.7 |
Payments and other | (24.1) | |||
Balance as of September 30, 2018 | 16 | 16 | ||
Severance Pay and Benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2017 | 26.3 | |||
Restructuring (credits) charges | (4.1) | |||
Payments and other | (18) | |||
Balance as of September 30, 2018 | 4.2 | 4.2 | ||
Contract Termination and Other Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2017 | 11.1 | |||
Restructuring (credits) charges | 6.8 | |||
Payments and other | (6.1) | |||
Balance as of September 30, 2018 | $ 11.8 | $ 11.8 |
Stock-based Payments - Summary
Stock-based Payments - Summary of Time-based Stock Options (Details) - Time-Based Options - $ / shares shares in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Options | ||
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 September 30, 2018 (in shares) | 3.3 | 3.5 |
Exercisable as of September 30, 2018 (in shares) | 1 | |
Weighted Average Exercise Price per Share | ||
Outstanding as of December 31, 2017 (USD per share) | $ 10.88 | |
Granted (USD per share) | 17 | |
Exercised (USD per share) | 10.15 | |
Forfeited (USD per share) | 11.97 | |
Outstanding as of September 30, 2018 (USD per share) | 11.25 | $ 10.88 |
Weighted average exercise price per share, exercisable (USD per share) | $ 10.57 | |
Weighted average remaining contractual term, outstanding | 7 years | 8 years 6 months |
Weighted average remaining contractual term, exercisable | 6 years 10 months |
Stock-based Payments - Narrativ
Stock-based Payments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Pre-IPO stock-based compensation | $ 10.8 | $ 6.2 | $ 25.7 | $ 20.5 | ||
Time-Based Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Pre-IPO stock-based compensation | 4.5 | $ 0.5 | 6.8 | $ 1.7 | ||
Unrecognized compensation cost related to non-vested time-based option awards | 4.1 | 4.1 | ||||
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 | $ 122.6 | $ 122.6 | $ 105.6 |
Stock-based Payments - Summar_2
Stock-based Payments - Summary of Performance-Based Options (Details) - Performance-Based Options - $ / shares shares in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Options | ||
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 September 30, 2018 (in shares) | 1.5 | 1.6 |
Exercisable as of September 30, 2018 (in shares) | 0 | |
Weighted Average Exercise Price per Share | ||
Outstanding as of December 31, 2017 (USD per share) | $ 11.23 | |
Granted (USD per share) | 17 | |
Exercised (USD per share) | 0 | |
Forfeited (USD per share) | 11.93 | |
Outstanding as of September 30, 2018 (USD per share) | 11.50 | $ 11.23 |
Weighted average exercise price per share, exercisable (USD per share) | $ 0 | |
Weighted average remaining contractual term, outstanding | 7 years 1 month | 7 years 10 months |
Weighted average remaining contractual term, exercisable | 0 years |
Stock-based Payments - Summar_3
Stock-based Payments - Summary of Restricted Stock Units (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Co-Investment RSUs | |
Number of RSUs | |
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 | (0.1) |
Forfeited (in shares) | shares | (0.1) |
Unvested as of September 30, 2018 (in shares) | shares | 0.5 |
Weighted Average Fair Value Per Share | |
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 | 10.32 |
Forfeited (USD per share) | $ / shares | 11.41 |
Unvested as of September 30, 2018 (USD per share) | $ / shares | $ 11.56 |
Time-Based RSUs | |
Number of RSUs | |
Unvested as of December 31, 2017 (in shares) | shares | 7 |
Granted (in shares) | shares | 0.6 |
Granted through modification (modified) (in shares) | shares | 0.5 |
Vested (in shares) | shares | (0.9) |
Forfeited (in shares) | shares | (0.2) |
Unvested as of September 30, 2018 (in shares) | shares | 7 |
Weighted Average Fair Value Per Share | |
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 | 17.55 |
Vested (USD per share) | $ / shares | 11.77 |
Forfeited (USD per share) | $ / shares | 13.46 |
Unvested as of September 30, 2018 (USD per share) | $ / shares | $ 14.30 |
Performance-Based RSUs | |
Number of RSUs | |
Unvested as of December 31, 2017 (in shares) | shares | 2.5 |
Granted (in shares) | shares | 0.2 |
Granted through modification (modified) (in shares) | shares | (0.5) |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested as of September 30, 2018 (in shares) | shares | 2.2 |
Weighted Average Fair Value Per Share | |
Unvested as of December 31, 2017 (USD per share) | $ / shares | $ 1.50 |
Granted (USD per share) | $ / shares | 3.18 |
Granted through modification (modified) (USD per share) | $ / shares | 4.30 |
Vested (USD per share) | $ / shares | 0 |
Forfeited (USD per share) | $ / shares | 0 |
Unvested as of September 30, 2018 (USD per share) | $ / shares | $ 1.09 |
Stock-based Payments - Summar_4
Stock-based Payments - Summary of RSU Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pre-IPO stock-based compensation | $ 10.8 | $ 6.2 | $ 25.7 | $ 20.5 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pre-IPO stock-based compensation | 15.2 | 7.3 | 30.8 | 23.4 |
Unrecognized compensation expense related to RSUs | 44.2 | 44.2 | ||
Time-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pre-IPO stock-based compensation | 14.5 | 5.4 | 27.3 | 17.8 |
Unrecognized compensation expense related to RSUs | 41.6 | 41.6 | ||
Co-Investment RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pre-IPO stock-based compensation | 0.1 | 0.3 | (0.1) | 1 |
Unrecognized compensation expense related to RSUs | 0.2 | 0.2 | ||
Performance-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pre-IPO stock-based compensation | 0 | 0 | 0 | 0 |
Unrecognized compensation expense related to RSUs | 2.4 | 2.4 | ||
Restricted Stock Units (RSUs), Equity Classification | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pre-IPO stock-based compensation | 14.6 | 5.7 | 27.2 | 18.8 |
Unrecognized compensation expense related to RSUs | 44.2 | 44.2 | ||
Restricted Stock Units (RSUs), Liability Classification | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pre-IPO stock-based compensation | 0.6 | $ 1.6 | 3.6 | $ 4.6 |
Unrecognized compensation expense related to RSUs | $ 0 | $ 0 |
Stock-based Payments - Summar_5
Stock-based Payments - Summary of Deferred Purchase Obligation Compensation Expense (Details) - Cassidy Turley, Inc. - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cassidy Turley deferred payment obligation | $ 5.2 | $ 5.5 | $ 15.9 | $ 16.9 |
Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cassidy Turley deferred payment obligation | 2.7 | 2.8 | 7.5 | 8.7 |
Non-employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cassidy Turley deferred payment obligation | $ 2.5 | $ 2.7 | $ 8.4 | $ 8.2 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | |||
Closed-ended terms for guarantees | 9 years | ||
Maximum potential future payments on guarantees | $ 37.5 | ||
Contingent liabilities, current | 80.4 | $ 88.5 | |
Contingent liabilities, non-current | 33.7 | 29.4 | |
Errors and Omissions (E&O) claims and other claims | |||
Loss Contingencies [Line Items] | |||
Contingent liabilities | 42.9 | 54.1 | |
Workers' compensation | |||
Loss Contingencies [Line Items] | |||
Contingent liabilities | 71.1 | 63.8 | |
Indemnification assets | |||
Loss Contingencies [Line Items] | |||
Loss contingency, receivable | 5.4 | 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 | $ 42.8 | $ 49.2 | |
Scenario, Forecast | Indemnification assets | |||
Loss Contingencies [Line Items] | |||
Cash payout | $ 5.4 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable, related parties, current | $ 31 | $ 31 | $ 34.1 | ||
Accounts receivable, related parties, noncurrent | 215.9 | 215.9 | $ 232.8 | ||
Management services agreement, transaction advisory fees | TPG Capital, L.P. and PAG Asia Capital Limited | |||||
Related Party Transaction [Line Items] | |||||
Transaction advisory fees related to integration and financing activities | $ 0.6 | $ 0.6 | 1 | $ 0.6 | |
Management advisory services, annual fee | TPG Capital, L.P. and PAG Asia Capital Limited | |||||
Related Party Transaction [Line Items] | |||||
Transaction advisory fees related to integration and financing activities | 4.3 | ||||
Management advisory services, termination fee | TPG Capital, L.P. and PAG Asia Capital Limited | |||||
Related Party Transaction [Line Items] | |||||
Transaction advisory fees related to integration and financing activities | $ 11.9 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Billions | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value of external debt | $ 2.7 | $ 2.8 |
Gross carrying value of debt | $ 2.7 | $ 2.9 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Cash equivalents - money market funds | $ 271.9 | |
Deferred compensation plan assets | 55.6 | $ 59.7 |
Deferred purchase price receivable | 132 | 41.9 |
Total | 470.2 | 118.9 |
Liabilities | ||
Deferred compensation plan liabilities | 54.4 | 59.6 |
Earn-out liabilities | 33.9 | 51.3 |
Total | 89.2 | 114.2 |
Level 1 | ||
Assets | ||
Cash equivalents - money market funds | 271.9 | |
Deferred compensation plan assets | 55.6 | 59.7 |
Deferred purchase price receivable | 0 | 0 |
Total | 327.5 | 59.7 |
Liabilities | ||
Deferred compensation plan liabilities | 54.4 | 59.6 |
Earn-out liabilities | 0 | 0 |
Total | 54.4 | 59.6 |
Level 2 | ||
Assets | ||
Cash equivalents - money market funds | 0 | |
Deferred compensation plan assets | 0 | 0 |
Deferred purchase price receivable | 0 | 0 |
Total | 10.7 | 17.3 |
Liabilities | ||
Deferred compensation plan liabilities | 0 | 0 |
Earn-out liabilities | 0 | 0 |
Total | 0.9 | 3.3 |
Level 3 | ||
Assets | ||
Cash equivalents - money market funds | 0 | |
Deferred compensation plan assets | 0 | 0 |
Deferred purchase price receivable | 132 | 41.9 |
Total | 132 | 41.9 |
Liabilities | ||
Deferred compensation plan liabilities | 0 | 0 |
Earn-out liabilities | 33.9 | 51.3 |
Total | 33.9 | 51.3 |
Foreign currency forward contracts | ||
Assets | ||
Derivative asset | 0.8 | 0.8 |
Liabilities | ||
Derivative liability | 0.9 | 2.2 |
Foreign currency forward contracts | Level 1 | ||
Assets | ||
Derivative asset | 0 | 0 |
Liabilities | ||
Derivative liability | 0 | 0 |
Foreign currency forward contracts | Level 2 | ||
Assets | ||
Derivative asset | 0.8 | 0.8 |
Liabilities | ||
Derivative liability | 0.9 | 2.2 |
Foreign currency forward contracts | Level 3 | ||
Assets | ||
Derivative asset | 0 | 0 |
Liabilities | ||
Derivative liability | 0 | 0 |
Cross-currency interest rate swaps | ||
Assets | ||
Derivative asset | 7.1 | |
Liabilities | ||
Derivative liability | 0.4 | |
Cross-currency interest rate swaps | Level 1 | ||
Assets | ||
Derivative asset | 0 | |
Liabilities | ||
Derivative liability | 0 | |
Cross-currency interest rate swaps | Level 2 | ||
Assets | ||
Derivative asset | 7.1 | |
Liabilities | ||
Derivative liability | 0.4 | |
Cross-currency interest rate swaps | Level 3 | ||
Assets | ||
Derivative asset | 0 | |
Liabilities | ||
Derivative liability | 0 | |
Foreign currency net investment hedges | ||
Liabilities | ||
Derivative liability | 0.7 | |
Foreign currency net investment hedges | Level 1 | ||
Liabilities | ||
Derivative liability | 0 | |
Foreign currency net investment hedges | Level 2 | ||
Liabilities | ||
Derivative liability | 0.7 | |
Foreign currency net investment hedges | Level 3 | ||
Liabilities | ||
Derivative liability | 0 | |
Interest rate caps | ||
Assets | ||
Derivative asset | 8.9 | |
Interest rate caps | Level 1 | ||
Assets | ||
Derivative asset | 0 | |
Interest rate caps | Level 2 | ||
Assets | ||
Derivative asset | 8.9 | |
Interest rate caps | Level 3 | ||
Assets | ||
Derivative asset | 0 | |
Interest rate swaps | ||
Assets | ||
Derivative asset | 9.9 | 0.5 |
Interest rate swaps | Level 1 | ||
Assets | ||
Derivative asset | 0 | 0 |
Interest rate swaps | Level 2 | ||
Assets | ||
Derivative asset | 9.9 | 0.5 |
Interest rate swaps | Level 3 | ||
Assets | ||
Derivative asset | $ 0 | $ 0 |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 43.5 | $ 20.6 | $ 51.3 | $ 30.5 |
Purchases/additions | 2 | 31.7 | 2 | 31.7 |
Net change in fair value and other adjustments | 2.7 | 5.5 | 2.9 | 7.5 |
Payments | (14.3) | 0 | (22.3) | (11.9) |
Ending balance | $ 33.9 | $ 57.8 | $ 33.9 | $ 57.8 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 20, 2018 | Dec. 31, 2017 | Mar. 08, 2017 | |
Transfers and Servicing [Abstract] | |||||||
Investment limit | $ 125,000,000 | $ 100,000,000 | |||||
Amount drawn on investment limit | $ 0 | $ 0 | $ 85,000,000 | ||||
Proceeds from accounts receivable securitization | 827,900,000 | $ 719,700,000 | |||||
Cash collection | 803,400,000 | 579,300,000 | |||||
Outstanding principal on receivables sold under securitization | 157,300,000 | 157,300,000 | $ 132,800,000 | ||||
Loss related to receivables sold | $ 0 | 1,200,000 | |||||
Accounts receivable securitization, program costs | $ 1,900,000 | $ 700,000 | $ 4,300,000 | $ 2,900,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 939 | $ 405.6 | $ 207.2 | $ 382.3 |
Restricted cash recorded in prepaid expenses and other current assets | 58.2 | 62.3 | 64.6 | 42.5 |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 997.2 | $ 467.9 | $ 271.8 | $ 424.8 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Non Cash Investing and Financing Activities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash paid for: | ||
Interest | $ 144.9 | $ 102.5 |
Income taxes | 41.2 | 25 |
Non-cash investing/financing activities: | ||
Property and equipment acquired through capital leases | 4.1 | 6.4 |
Deferred and contingent payment obligation incurred through acquisitions | 8.6 | 43.9 |
Equity issued in conjunction with acquisitions | 0 | 1 |
Increase in beneficial interest in a securitization | $ 5.1 | $ 43.2 |