Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Cushman & Wakefield plc | |
Entity Central Index Key | 0001628369 | |
Current Fiscal Year End Data | --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 | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 216,773,793 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 411 | $ 895.3 |
Trade and other receivables, net of allowance balance of $51.2 million and $49.5 million, as of March 31, 2019 and December 31, 2018, respectively | 1,370.9 | 1,463.5 |
Income tax receivable | 38 | 41.1 |
Prepaid expenses and other current assets | 312.2 | 343.4 |
Total current assets | 2,132.1 | 2,743.3 |
Property and equipment, net | 306.9 | 313.8 |
Goodwill | 1,946.9 | 1,778.5 |
Intangible assets, net | 1,193.1 | 1,128.2 |
Equity method investments | 9.3 | 8.7 |
Deferred tax assets | 84.7 | 84 |
Non-current operating lease assets | 531.6 | |
Other non-current assets | 502.9 | 489.5 |
Total assets | 6,707.5 | 6,546 |
Current liabilities: | ||
Short-term borrowings and current portion of long-term debt | 38.7 | 39.9 |
Accounts payable and accrued expenses | 982.2 | 1,047.7 |
Accrued compensation | 580 | 817.9 |
Income tax payable | 60.1 | 43.2 |
Other current liabilities | 201 | 90 |
Total current liabilities | 1,862 | 2,038.7 |
Long-term debt | 2,639.1 | |
Long-term debt | 2,644.2 | |
Deferred tax liabilities | 77.3 | 136.4 |
Non-current operating lease liabilities | 492.9 | |
Other non-current liabilities | 305.8 | 366.6 |
Total liabilities | 5,377.1 | 5,185.9 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Ordinary shares, nominal value $0.10 per share, 216.7 and 216.6 shares issued and outstanding at March 31, 2019 and at December 31, 2018, respectively | 21.7 | 21.7 |
Additional paid-in capital | 2,801.4 | 2,791.2 |
Accumulated deficit | (1,318.1) | (1,298.4) |
Accumulated other comprehensive loss | (174.6) | (154.4) |
Total equity | 1,330.4 | 1,360.1 |
Total liabilities and shareholders' equity | $ 6,707.5 | $ 6,546 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Trade and other receivables, allowance | $ 51.2 | $ 49.5 |
Ordinary shares, nominal value per share (in dollars per share) | $ 0.10 | $ 0.10 |
Ordinary shares issued (in shares) | 216.7 | 216.6 |
Ordinary shares outstanding (in shares) | 216.7 | 216.6 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 1,903 | $ 1,767.7 |
Costs and expenses: | ||
Cost of services (exclusive of depreciation and amortization) | 1,564.8 | 1,473.8 |
Operating, administrative and other | 286.8 | 295.6 |
Depreciation and amortization | 73.5 | 69.8 |
Restructuring, impairment and related charges | 3.9 | 10.4 |
Total costs and expenses | 1,929 | 1,849.6 |
Operating loss | (26) | (81.9) |
Interest expense, net of interest income | (37.2) | (44.4) |
Earnings from equity method investments | 0.8 | 0.4 |
Other income, net | 0.6 | 1 |
Loss before income taxes | (61.8) | (124.9) |
Benefit from income taxes | (40.9) | (32) |
Net loss | $ (20.9) | $ (92.9) |
Basic and diluted loss per share: | ||
Loss per share attributable to common shareholders (in dollars per share) | $ (0.10) | $ (0.64) |
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 216.6 | 145.3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (20.9) | $ (92.9) |
Other comprehensive (loss) income, net of tax: | ||
Designated hedge (losses) gains | (27.4) | |
Designated hedge (losses) gains | 13.9 | |
Defined benefit plan actuarial losses | (0.1) | (0.2) |
Foreign currency translation | 7.3 | 10.1 |
Total other comprehensive (loss) income | (20.2) | 23.8 |
Total comprehensive loss | $ (41.1) | $ (69.1) |
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 | 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, 2017 | 145.1 | ||||||||
Beginning balance at Dec. 31, 2017 | $ 499.4 | $ 1,451.3 | $ 283.8 | $ (1,148.5) | $ 19.6 | $ 19.6 | $ (101.1) | $ (5.7) | $ (87.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Capital reduction | 0 | $ (1,441) | 1,441 | ||||||
Share issuances (in shares) | 0.3 | ||||||||
Share issuances | 2.4 | $ 2.5 | (0.1) | ||||||
Net loss | (92.9) | (92.9) | |||||||
Stock-based compensation (in shares) | 0.2 | ||||||||
Stock-based compensation | 11.9 | $ 1.8 | 10.1 | ||||||
Foreign currency translation | 10.1 | 10.1 | 10.1 | ||||||
Defined benefit plans actuarial gain | (0.2) | (0.2) | (0.2) | ||||||
Unrealized gain (loss) on hedging instruments | 14.1 | 14.1 | 14.1 | ||||||
Amounts reclassified from AOCI to the statement of operations | (0.2) | (0.2) | (0.2) | ||||||
Ending Balance (in shares) at Mar. 31, 2018 | 145.6 | ||||||||
Ending balance at Mar. 31, 2018 | 480.5 | $ 14.6 | 1,734.8 | (1,205.5) | 33.5 | 33.5 | (91) | (5.9) | (63.4) |
Beginning Balance (in shares) at Dec. 31, 2018 | 216.6 | ||||||||
Beginning balance at Dec. 31, 2018 | 1,360.1 | $ 21.7 | 2,791.2 | (1,298.4) | 13.9 | 13.9 | (163.4) | (4.9) | (154.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (20.9) | (20.9) | |||||||
Stock-based compensation (in shares) | 0.1 | ||||||||
Stock-based compensation | 11.4 | $ 0 | 11.4 | ||||||
Foreign currency translation | 7.3 | 7.3 | 7.3 | ||||||
Defined benefit plans actuarial gain | (0.1) | (0.1) | (0.1) | ||||||
Unrealized gain (loss) on hedging instruments | (25.2) | (25.2) | (25.2) | (25.2) | |||||
Amounts reclassified from AOCI to the statement of operations | (2.2) | (2.2) | (2.2) | ||||||
Ending Balance (in shares) at Mar. 31, 2019 | 216.7 | ||||||||
Ending balance at Mar. 31, 2019 | $ 1,330.4 | $ 21.7 | $ 2,801.4 | $ (1,318.1) | $ (13.5) | $ (13.5) | $ (156.1) | $ (5) | $ (174.6) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (20.9) | $ (92.9) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 73.5 | 69.8 |
Impairment charges | 3.9 | 0 |
Unrealized foreign exchange loss | 0 | 1.4 |
Stock-based compensation | 14.5 | 13.1 |
Lease Amortization | 27.8 | 0 |
Amortization of debt issuance costs | 1 | 3.4 |
Change in deferred taxes | (76.5) | (54) |
Bad debt expense | 6 | 5.5 |
Other non-cash operating activities | 0.2 | 1.3 |
Changes in assets and liabilities: | ||
Trade and other receivables | 128.5 | 31.6 |
Income taxes payable | 21.8 | 10.2 |
Prepaid expenses and other current assets | 7.8 | (37.3) |
Other non-current assets | (5.3) | 21.2 |
Accounts payable and accrued expenses | (116) | (0.7) |
Accrued compensation | (243.9) | (146.7) |
Other current and non-current liabilities | (37.3) | 3.5 |
Net cash used in operating activities | (214.9) | (170.6) |
Cash flows from investing activities | ||
Payment for property and equipment | (13.7) | (20.6) |
Proceeds from sale of property, plant and equipment | 0 | 0.2 |
Acquisitions of businesses, net of cash acquired | (262.2) | 0 |
Other investing activities, net | 0 | 0.2 |
Net cash used in investing activities | (275.9) | (20.2) |
Cash flows from financing activities | ||
Net proceeds from issuance of shares | 0 | 6.4 |
Shares repurchased for payment of employee taxes on stock awards | (3.1) | (2.1) |
Payment of contingent consideration | 0 | (2.5) |
Proceeds from long-term borrowings | 0 | 250 |
Repayment of borrowings | (6.8) | (26.6) |
Debt issuance costs | 0 | (1.8) |
Payment of finance lease liabilities | (2.8) | (0.9) |
Other financing activities, net | 0.7 | (1.5) |
Net cash (used in) provided by financing activities | (12) | 221 |
Change in cash, cash equivalents and restricted cash | (502.8) | 30.2 |
Cash, cash equivalents and restricted cash, beginning of the period | 965.4 | 467.9 |
Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash | 0.7 | 5.2 |
Cash, cash equivalents and restricted cash, end of the period | $ 463.3 | $ 503.3 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and for the three months ended March 31, 2019 and 2018 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, 2018 included in our 2018 Annual Report on form 10-K, filed with the Securities and Exchange Commission (the "SEC") and also available on our website (www.cushmanwakefield.com). Certain footnote disclosures that would substantially duplicate those contained in such audited financial statements or which are not required by the rules and regulations of the SEC for interim financial reporting have been condensed or omitted. Refer to Note 2: Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in the Company's 2018 Annual Report on form 10-K for further discussion of the Company's accounting policies and estimates. Due to seasonality, the results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results of operations to be expected for the year ended December 31, 2019 . 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. Change in Accounting Principle - Stock-based Compensation In the fourth quarter of 2018, the Company changed its policy for recognizing stock-based compensation expense for awards with service conditions only from the graded attribution method to the straight-line attribution method. The Company views these awards as single awards and believes that the straight-line method of accounting more accurately reflects the pattern of service provided by the employee. Additionally, based on research and analysis, the Company believes the straight-line attribution method for stock-based compensation expense for service condition-only awards is the predominant method used in its industry. For these reasons, the Company has concluded that the straight-line attribution method for stock-based compensation is a preferable accounting policy in accordance with ASC 250, Accounting Changes and Error Corrections . We have applied this change retrospectively adjusting all periods presented. For the three months ended March 31, 2018, the effect of this adjustment was an increase to net loss of $0.9 million and basic and diluted loss per share of $0.01 . |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
New Accounting Standards | Note 2: New Accounting Standards The Company has adopted the following new accounting standards: Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (together with all subsequent amendments, Topic 842 ), which replaced most existing lease guidance under U.S. GAAP when it became effective on January 1, 2019. 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 elected to use the optional transition method upon adoption effective January 1, 2019 and did not revise comparative financial statements or disclosures. Refer to Note 10: Leases of the Notes to unaudited condensed consolidated financial statements. Stock Compensation In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) . The ASU supersedes ASC 505-50, Equity-Based Payments to Non-Employees and expands the scope of Topic 718 to include 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. The Company adopted effective January 1, 2019, which did not have a material impact on its financial statements and related disclosures. 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 effect of this ASU on the financial statements was not material. Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (Topic 815) . The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and is intended to reduce the complexity of applying hedge accounting by simplifying the designation and measurement of hedging instruments. The ASU is required to be applied retrospectively to eliminate the separate measurement of ineffectiveness through a cumulative-effect adjustment to Accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings. The new guidance is required to be adopted using the retrospective approach. The Company adopted effective January 1, 2019 with an immaterial 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: Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The ASU provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this ASU replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. 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. 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 | 3 Months Ended |
Mar. 31, 2019 | |
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"), 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 March 31, 2019 2018 Total revenue $ 1,347.6 $ 1,206.2 Less: Gross contract costs (410.5 ) (356.3 ) Acquisition accounting adjustments — 0.1 Total Fee revenue $ 937.1 $ 850.0 Service lines: Property, facilities and project management $ 463.0 $ 404.2 Leasing 297.3 246.0 Capital markets 140.4 163.1 Valuation and other 36.4 36.7 Total Fee revenue $ 937.1 $ 850.0 Segment operating expenses $ 1,277.3 $ 1,143.9 Less: Gross contract costs (410.5 ) (356.3 ) Total Fee-based operating expenses $ 866.8 $ 787.6 Adjusted EBITDA $ 70.3 $ 62.5 EMEA Three Months Ended March 31, 2019 2018 Total revenue $ 202.6 $ 209.2 Less: Gross contract costs (18.8 ) (45.9 ) Total Fee revenue $ 183.8 $ 163.3 Service lines: Property, facilities and project management $ 69.8 $ 54.6 Leasing 48.8 47.9 Capital markets 26.4 23.9 Valuation and other 38.8 36.9 Total Fee revenue $ 183.8 $ 163.3 Segment operating expenses $ 204.2 $ 219.2 Less: Gross contract costs (18.8 ) (45.9 ) Total Fee-based operating expenses $ 185.4 $ 173.3 Adjusted EBITDA $ (0.2 ) $ (8.6 ) APAC Three Months Ended March 31, 2019 2018 Total revenue $ 352.8 $ 352.3 Less: Gross contract costs (101.7 ) (119.6 ) Total Fee revenue $ 251.1 $ 232.7 Service lines: Property, facilities and project management $ 174.0 $ 156.2 Leasing 26.8 26.0 Capital markets 23.9 27.1 Valuation and other 26.4 23.4 Total Fee revenue $ 251.1 $ 232.7 Segment operating expenses $ 334.5 $ 331.3 Less: Gross contract costs (101.7 ) (119.6 ) Total Fee-based operating expenses $ 232.8 $ 211.7 Adjusted EBITDA $ 18.3 $ 20.9 Adjusted EBITDA is calculated as follows (in millions): Three Months Ended March 31, 2019 2018 Net loss $ (20.9 ) $ (92.9 ) Add/(less): Depreciation and amortization 73.5 69.8 Interest expense, net of interest income 37.2 44.4 Benefit from income taxes (40.9 ) (32.0 ) Integration and other costs related to acquisitions 21.4 66.2 Pre-IPO stock-based compensation 11.6 6.8 Cassidy Turley deferred payment obligation — 10.4 Other 6.5 2.1 Adjusted EBITDA $ 88.4 $ 74.8 Below is the reconciliation of total costs and expenses to Fee-based operating expenses (in millions): Three Months Ended March 31, 2019 2018 Total operating expenses $ 1,929.0 $ 1,849.6 Less: Gross contract costs (531.0 ) (521.8 ) Fee-based operating expenses $ 1,398.0 $ 1,327.8 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 March 31, 2019 2018 Americas Fee-based operating expenses $ 866.8 $ 787.6 EMEA Fee-based operating expenses 185.4 173.3 APAC Fee-based operating expenses 232.8 211.7 Segment Fee-based operating expenses 1,285.0 1,172.6 Depreciation and amortization 73.5 69.8 Integration and other costs related to acquisitions (1) 21.4 66.1 Pre-IPO stock-based compensation 11.6 6.8 Cassidy Turley deferred payment obligation — 10.4 Other 6.5 2.1 Fee-based operating expenses $ 1,398.0 $ 1,327.8 (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 | 3 Months Ended |
Mar. 31, 2019 | |
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 7.4 million and 10.9 million for the three months ended March 31, 2019 and 2018 , 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 March 31, 2019 2018 Basic and Diluted EPS Net loss attributable to shareholders $ (20.9 ) $ (92.9 ) Weighted average shares outstanding for basic and diluted loss per share 216.6 145.3 Basic and diluted loss per common share attributable to shareholders $ (0.10 ) $ (0.64 ) |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
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. 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. 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. 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 majority of contract liabilities are recognized as revenue within 90 days. The Company had no material asset impairment charges related to contract assets in the periods presented. As of March 31, 2019 and December 31, 2018 , we had contract assets of $135.5 million and $160.6 million and $18.0 million and $25.8 million , which were recorded in Prepaid expenses and other current assets and Other non-current assets, respectively in the unaudited condensed consolidated balance sheets. As of March 31, 2019 and December 31, 2018 , we had contract liabilities of $50.6 million and $66.8 million of which 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 March 31, 2019 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 869.3 $ 87.9 $ 275.7 $ 1,232.9 Leasing At a point in time 300.1 48.9 26.8 375.8 Capital markets At a point in time 141.1 26.4 23.9 191.4 Valuation and other At a point in time or over time 37.1 39.4 26.4 102.9 Total revenue $ 1,347.6 $ 202.6 $ 352.8 $ 1,903.0 Three Months Ended March 31, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 758.2 $ 99.9 $ 275.8 $ 1,133.9 Leasing At a point in time 247.3 48.0 26.0 321.3 Capital markets At a point in time 163.6 23.9 27.1 214.6 Valuation and other At a point in time or over time 37.1 37.4 23.4 97.9 Total revenue $ 1,206.2 $ 209.2 $ 352.3 $ 1,767.7 Exemptions 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 (in millions): Americas EMEA APAC Total Balance as of December 31, 2018 $ 1,254.4 $ 266.1 $ 258.0 $ 1,778.5 Acquisitions 150.7 — 12.7 163.4 Effect of movements in exchange rates and other 1.4 1.6 2.0 5.0 Balance as of March 31, 2019 $ 1,406.5 $ 267.7 $ 272.7 $ 1,946.9 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. There were no impairment charges of goodwill and other intangible assets for the three months ended March 31, 2019 and 2018 , respectively. The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of March 31, 2019 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,323.9 (687.3 ) 636.6 Other intangible assets 2 – 13 14.8 (4.3 ) 10.5 Total intangible assets $ 1,884.7 $ (691.6 ) $ 1,193.1 As of December 31, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,199.7 (637.1 ) 562.6 Other intangible assets 2 – 13 32.8 (13.2 ) 19.6 Total intangible assets $ 1,778.5 $ (650.3 ) $ 1,128.2 Amortization expense was $47.3 million and $46.5 million for the three months ended March 31, 2019 and 2018 , respectively. |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 . Effective January 1, 2019, the Company adopted ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (Topic 815). The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and has had an immaterial impact on its financial statements and related disclosures. See Note 2: New Accounting Standards for additional information on the adoption. Interest Rate Derivative Instruments In January 2019, the Company entered into an interest rate swap agreement that became effective in the month of trade, expiring August 2025. The Company immediately designated this instrument as cash flow hedge. As of March 31, 2019 , the Company's active interest rate hedging instruments consist of five interest rate swap agreements designated as cash flow hedges. The Company's hedge asset balances as March 31, 2019 relate solely to these interest rate swaps. The hedge instruments expire in August of 2025 and are further described below. The Company records changes in the fair value of derivatives designated and qualifying as cash flow hedges in Accumulated other comprehensive loss in the unaudited condensed consolidated balance sheets and subsequently reclassifies the change into earnings in the period that the hedged forecasted transaction affects earnings. As of March 31, 2019 and December 31, 2018 , there is $16.4 million in pre-tax losses and $16.5 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. During the next twelve months, the Company estimates that pre-tax gains of $9.0 million will be reclassified to Interest expense on the consolidated statements of operations. Foreign Exchange Derivative Instruments The Company did not have any foreign currency cash flow hedges as of March 31, 2019 , as the Company terminated its cross-currency interest rate swap agreements as of December 31, 2018 . 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 months ended March 31, 2018 . 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 March 31, 2019 and December 31, 2018 , there is $0.6 million , including $0.3 million in pre-tax gains, included in Accumulated other comprehensive loss in the unaudited condensed consolidated balance sheets related to these agreements. Amounts remaining as of March 31, 2019 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. Non-designated Foreign Exchange Derivative Instruments Additionally, the Company enters into short-term forward contracts to mitigate the risk of fluctuations in foreign currency exchange rates that would adversely impact some of the Company’s foreign currency denominated transactions. Hedge accounting was not elected for any of these contracts. As such, changes in the fair values of these contracts are recorded directly in earnings. There are gains of $0.6 million and of $2.6 million for the three months ended March 31, 2019 and 2018 , respectively. This activity was included in the unaudited condensed consolidated statements of operations. As of March 31, 2019 and December 31, 2018 , the Company had 23 foreign currency exchange forward contracts outstanding covering a notional amount of $425.6 million and $406.6 million , respectively. As of March 31, 2019 and December 31, 2018 , 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. As of March 31, 2019 and December 31, 2018 , the Company has not posted and does not hold any collateral related to these agreements. The following table presents the fair value of derivatives as of March 31, 2019 and December 31, 2018 (in millions): March 31, 2019 December 31, 2018 Assets Liabilities Assets Liabilities Derivative Instrument Notional Fair Value Fair Value Fair Value Fair Value Designated: Cash flow hedges: Interest rate swaps $ 2,050.0 $ — $ 53.9 $ — $ 25.1 Non-designated: Foreign currency forward contracts 425.6 1.0 0.7 0.5 0.8 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 months ended March 31, 2019 and 2018 (in millions): Beginning Accumulated Other Comprehensive (Gain) Loss Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (1) Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (2) Ending Accumulated Other Comprehensive (Gain) Loss Three Months Ended March 31, 2019 Foreign currency cash flow hedges $ — $ — $ — $ — Foreign currency net investment hedges (0.6 ) — — (0.6 ) Interest rate cash flow hedges (13.3 ) 25.2 2.2 14.1 $ (13.9 ) $ 25.2 1 $ 2.2 2 $ 13.5 Three Months Ended March 31, 2018 Foreign currency cash flow hedges $ 2.2 $ 3.2 $ (3.1 ) $ 2.3 Foreign currency net investment hedges 0.7 — — 0.7 Interest rate cash flow hedges (22.5 ) (17.3 ) 3.3 (36.5 ) $ (19.6 ) $ (14.1 ) 1 $ 0.2 2 $ (33.5 ) (1) Amount is net of related income tax (benefit) expense of $(5.1) million and $3.9 million for the three months ended March 31, 2019 and 2018 , respectively. (2) Amount is net of related income tax expense of $(0.4) million and $(0.8) million for the three months ended March 31, 2019 and 2018 , respectively. Gains of $2.6 million and $3.3 million were reclassified into earnings during the three months ended March 31, 2019 and 2018 , 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 $3.0 million were reclassified during the three months ended March 31, 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. |
Long-term Debt and Other Borrow
Long-term Debt and Other Borrowings | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 December 31, 2018 Collateralized: 2018 First Lien Loan, net of unamortized discount and issuance costs of $31.2 million and $31.9 million, respectively $ 2,655.3 $ 2,661.3 Capital lease liability 18.5 19.5 Notes payable to former stockholders 0.4 0.4 Total long-term debt 2,674.2 2,681.2 Less current portion (35.1 ) (37.0 ) Total non-current long-term debt $ 2,639.1 $ 2,644.2 2018 Credit Agreement On August 21, 2018, the Company entered into a $3.5 billion credit agreement (the "2018 Credit Agreement"), comprised of a $2.7 billion term loan (the "2018 First Lien Loan") and an $810.0 million revolving facility (the "Revolver"). Net proceeds from the 2018 First Lien Loan were $2.7 billion ( $2.7 billion aggregate principal amount less $13.5 million stated discount and $20.6 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 three months ending March 31, 2019 , the rate is equal to 1-month LIBOR plus 3.25% . The 2018 First Lien Loan matures on August 21, 2025 . As of March 31, 2019 , the effective interest rate of the 2018 First Lien Loan is 6.0% . The 2018 Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of the 2018 First Lien Loan, including incremental borrowings. Revolver As of March 31, 2019 , 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 March 31, 2019 and December 31, 2018 . |
Stock-based Payments
Stock-based Payments | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Payments | Note 9: 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, 2018 3.3 $ 11.23 6.8 Exercised (0.3 ) 10.00 Forfeited — 14.08 Outstanding as of March 31, 2019 3.0 $ 11.32 6.6 Exercisable as of March 31, 2019 1.9 $ 10.58 6.5 Total recognized compensation cost related to these stock option awards was $1.4 million and $1.5 million for the three months ended March 31, 2019 and 2018, respectively. At March 31, 2019 , the total unrecognized compensation cost related to non-vested time-based option awards was $5.0 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, 2018 1.5 $ 11.48 6.9 Forfeited — 13.85 Outstanding as of March 31, 2019 1.5 $ 11.47 6.6 Exercisable as of March 31, 2019 — — — Total recognized compensation cost related to these stock option awards was $3.1 million and $0.0 million for the three months ended March 31, 2019 and 2018, respectively. At March 31, 2019 , the total unrecognized compensation cost related to non-vested performance-based option awards was $9.3 million , which will be recognized over the course of the year. 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, 2018 0.6 $ 11.50 7.8 $ 14.63 0.7 $ 15.94 Granted — — 1.8 17.85 0.4 19.64 Vested (0.0) 17.00 (0.2 ) 13.21 — — Forfeited — — (0.1 ) 12.51 — — Unvested as of March 31, 2019 0.6 $ 11.38 9.3 $ 15.32 1.1 $ 17.08 The following table summarizes the Company's compensation expense related to RSUs (in millions): Three Months Ended March 31, Unrecognized at March 31, 2019 2019 2018 Time-Based RSUs $ 9.7 $ 5.1 $ 87.5 Co-Investment RSUs 0.1 0.3 0.4 Performance-Based RSUs 0.2 — 6.6 Equity classified compensation cost 10.0 5.4 94.5 Liability classified compensation cost (1) — 2.0 — Total RSU stock-based compensation cost $ 10.0 $ 7.4 $ 94.5 (1) In the third quarter of 2018, all liability classified awards were reclassified to equity, due to certain contingencies being lifted. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 10: Leases As stated in Note 2: New Accounting Standards , the Company adopted Topic 842 effective January 1, 2019 using the optional transition method and did not revise prior comparative periods. Consequently, the Company’s reporting for the comparative periods will continue to be in accordance with previously existing GAAP (Topic 840, Leases). Adoption of Topic 842 did not have an impact on the opening balance of Accumulated deficit as of January 1, 2019. For the Three Months Ended March 31, 2019 Reported in Accordance with Topic 842 The Company determines if a contract is or contains a lease at inception by assessing whether a contract conveys the right of the Company to control the use of an identified asset for a period in exchange for consideration. Operating leases are included in operating lease ROU assets, current operating lease liabilities, and non-current operating lease liabilities in the unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and non-current liabilities in the unaudited condensed consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Generally, the Company’s leases do not provide an implicit rate and, therefore, we use our incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when it is readily determinable. The operating lease ROU asset also includes any lease payments made prior to the commencement date and is recorded net of any lease incentives. The Company’s lease terms include options to extend or terminate the lease only when it is reasonably certain that the option will be exercised. Lease cost for operating lease payments are recognized as a single lease cost on a straight-line basis over the lease term, while lease cost for finance leases is composed of amortization of the ROU asset, which is recognized on a straight-line basis in Depreciation and amortization in the unaudited condensed consolidated statements of operations, and interest expense, which is recorded based on the effective interest rate method and recognized over the lease term as Interest expense, net of interest income in the unaudited condensed consolidated statements of operations. The Company has lease agreements with lease and non-lease components, but as the Company has elected the practical expedient to not separate lease and non-lease components for all asset classes, they are not accounted for separately. Instead, consideration for the lease is allocated to a single lease component. Further, the Company has elected the practical expedient for the short-term lease exemption for all asset classes and therefore does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The impact of off-balance sheet accounting for short-term leases is immaterial. The Company enters into leases through its subsidiary entities that do not have incremental borrowing rates, as such, the Company's incremental borrowing rate is used. For certain equipment leases, the Company applies a portfolio approach to account for the operating lease ROU assets and liabilities. The Company has entered into operating leases for real estate and other equipment such as, motor vehicles and IT equipment. Additionally, the Company has entered into finance leases for the use of furniture, motor vehicles and IT equipment. Generally, both operating and finance leases have limited restrictions or covenants on the Company for incurring additional financial obligations. Rental payments are generally fixed, with no special terms or conditions, however, certain operating leases are subject to annual changes in the consumer price index (“CPI”). Additionally, the Company’s office leases may have options to extend or terminate the lease, the terms of which vary by lease. Generally, these options are not reasonably certain of being exercised; accordingly, the option periods are not considered in the calculation of the ROU asset or the operating lease liability. The Company generally only enters into subleases for its real estate leases, with the terms of the subleases consistent with those of the underlying lease. The components of lease cost were as follows (in millions): Three Months Ended March 31, 2019 Operating lease cost $ 34.8 Finance lease cost: Amortization of ROU assets 0.7 Interest on lease liabilities — Total finance lease cost $ 0.7 Variable lease cost $ 6.4 Sublease income $ 2.2 Supplemental balance sheet information related to leases was as follows (in millions): Three Months Ended March 31, 2019 Operating Leases Operating lease ROU assets $ 531.6 Current operating lease liabilities $ 113.9 Non-current operating lease liabilities 492.9 Total operating lease liabilities $ 606.8 Finance Leases Property and equipment, gross $ 47.8 Accumulated depreciation (26.5 ) Property and equipment, net $ 21.3 Other current liabilities $ 8.0 Other non-current liabilities 10.5 Total finance lease liabilities $ 18.5 Weighted Average Remaining Lease Term Operating leases 6.5 years Finance leases 4.9 years Weighted Average Discount Rate Operating leases 5.9 % Finance leases 2.2 % Supplemental cash flow information related to leases was as follows (in millions): Three Months Ended March 31, 2019 Cash paid for amounts used in the measurement of lease liabilities: Operating cash flows used in operating leases $ 36.2 Operating cash flows used in finance leases 0.1 Financing cash flows used in finance leases 2.8 ROU assets obtained in exchange for lease obligations: Operating leases 9.3 Finance leases 1.8 Maturities of lease liabilities were as follows (in millions): Operating Leases Finance Leases 2019 $ 110.6 $ 8.3 2020 131.7 6.5 2021 108.2 3.8 2022 92.8 0.7 2023 78.1 — Thereafter 213.4 — Total lease payments 734.8 19.3 Less imputed interest 128.0 0.8 Total $ 606.8 $ 18.5 As of March 31, 2019, we have no material additional operating and finance leases that have yet to commence. For the Three Months Ended March 31, 2018 Reported in Accordance with Topic 840 The Company has entered into operating leases for real estate and other equipment such as, motor vehicles and IT equipment. Additionally, the Company has entered into capital leases for the use of furniture, motor vehicles and IT equipment. Generally, both operating and capital leases have limited restrictions or covenants on the Company for incurring additional financial obligations. Total net rent expense was $37.1 million , net of sublease income of $7.3 million , for the three months ended March 31, 2018. Additionally, the Company has entered into capital leases as a means of funding the acquisition of furniture and equipment and acquiring access to real estate and vehicles. Rental payments are generally fixed, with no special terms or conditions. As of December 31, 2018 Reported in Accordance with Topic 840 As of December 31, 2018, the obligations described above are as summarized below (in millions): Operating Leases Capital Leases 2019 $ 152.9 $ 9.3 2020 139.3 6.4 2021 112.8 2.3 2022 96.3 0.4 2023 80.4 — Thereafter 210.2 — Total lease payments $ 791.9 $ 18.4 Future minimum lease payments are net of total sub-lease rental income of $58.9 million . Capital lease obligations are shown net of $1.1 million of interest charges. |
Leases | Note 10: Leases As stated in Note 2: New Accounting Standards , the Company adopted Topic 842 effective January 1, 2019 using the optional transition method and did not revise prior comparative periods. Consequently, the Company’s reporting for the comparative periods will continue to be in accordance with previously existing GAAP (Topic 840, Leases). Adoption of Topic 842 did not have an impact on the opening balance of Accumulated deficit as of January 1, 2019. For the Three Months Ended March 31, 2019 Reported in Accordance with Topic 842 The Company determines if a contract is or contains a lease at inception by assessing whether a contract conveys the right of the Company to control the use of an identified asset for a period in exchange for consideration. Operating leases are included in operating lease ROU assets, current operating lease liabilities, and non-current operating lease liabilities in the unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and non-current liabilities in the unaudited condensed consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Generally, the Company’s leases do not provide an implicit rate and, therefore, we use our incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when it is readily determinable. The operating lease ROU asset also includes any lease payments made prior to the commencement date and is recorded net of any lease incentives. The Company’s lease terms include options to extend or terminate the lease only when it is reasonably certain that the option will be exercised. Lease cost for operating lease payments are recognized as a single lease cost on a straight-line basis over the lease term, while lease cost for finance leases is composed of amortization of the ROU asset, which is recognized on a straight-line basis in Depreciation and amortization in the unaudited condensed consolidated statements of operations, and interest expense, which is recorded based on the effective interest rate method and recognized over the lease term as Interest expense, net of interest income in the unaudited condensed consolidated statements of operations. The Company has lease agreements with lease and non-lease components, but as the Company has elected the practical expedient to not separate lease and non-lease components for all asset classes, they are not accounted for separately. Instead, consideration for the lease is allocated to a single lease component. Further, the Company has elected the practical expedient for the short-term lease exemption for all asset classes and therefore does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The impact of off-balance sheet accounting for short-term leases is immaterial. The Company enters into leases through its subsidiary entities that do not have incremental borrowing rates, as such, the Company's incremental borrowing rate is used. For certain equipment leases, the Company applies a portfolio approach to account for the operating lease ROU assets and liabilities. The Company has entered into operating leases for real estate and other equipment such as, motor vehicles and IT equipment. Additionally, the Company has entered into finance leases for the use of furniture, motor vehicles and IT equipment. Generally, both operating and finance leases have limited restrictions or covenants on the Company for incurring additional financial obligations. Rental payments are generally fixed, with no special terms or conditions, however, certain operating leases are subject to annual changes in the consumer price index (“CPI”). Additionally, the Company’s office leases may have options to extend or terminate the lease, the terms of which vary by lease. Generally, these options are not reasonably certain of being exercised; accordingly, the option periods are not considered in the calculation of the ROU asset or the operating lease liability. The Company generally only enters into subleases for its real estate leases, with the terms of the subleases consistent with those of the underlying lease. The components of lease cost were as follows (in millions): Three Months Ended March 31, 2019 Operating lease cost $ 34.8 Finance lease cost: Amortization of ROU assets 0.7 Interest on lease liabilities — Total finance lease cost $ 0.7 Variable lease cost $ 6.4 Sublease income $ 2.2 Supplemental balance sheet information related to leases was as follows (in millions): Three Months Ended March 31, 2019 Operating Leases Operating lease ROU assets $ 531.6 Current operating lease liabilities $ 113.9 Non-current operating lease liabilities 492.9 Total operating lease liabilities $ 606.8 Finance Leases Property and equipment, gross $ 47.8 Accumulated depreciation (26.5 ) Property and equipment, net $ 21.3 Other current liabilities $ 8.0 Other non-current liabilities 10.5 Total finance lease liabilities $ 18.5 Weighted Average Remaining Lease Term Operating leases 6.5 years Finance leases 4.9 years Weighted Average Discount Rate Operating leases 5.9 % Finance leases 2.2 % Supplemental cash flow information related to leases was as follows (in millions): Three Months Ended March 31, 2019 Cash paid for amounts used in the measurement of lease liabilities: Operating cash flows used in operating leases $ 36.2 Operating cash flows used in finance leases 0.1 Financing cash flows used in finance leases 2.8 ROU assets obtained in exchange for lease obligations: Operating leases 9.3 Finance leases 1.8 Maturities of lease liabilities were as follows (in millions): Operating Leases Finance Leases 2019 $ 110.6 $ 8.3 2020 131.7 6.5 2021 108.2 3.8 2022 92.8 0.7 2023 78.1 — Thereafter 213.4 — Total lease payments 734.8 19.3 Less imputed interest 128.0 0.8 Total $ 606.8 $ 18.5 As of March 31, 2019, we have no material additional operating and finance leases that have yet to commence. For the Three Months Ended March 31, 2018 Reported in Accordance with Topic 840 The Company has entered into operating leases for real estate and other equipment such as, motor vehicles and IT equipment. Additionally, the Company has entered into capital leases for the use of furniture, motor vehicles and IT equipment. Generally, both operating and capital leases have limited restrictions or covenants on the Company for incurring additional financial obligations. Total net rent expense was $37.1 million , net of sublease income of $7.3 million , for the three months ended March 31, 2018. Additionally, the Company has entered into capital leases as a means of funding the acquisition of furniture and equipment and acquiring access to real estate and vehicles. Rental payments are generally fixed, with no special terms or conditions. As of December 31, 2018 Reported in Accordance with Topic 840 As of December 31, 2018, the obligations described above are as summarized below (in millions): Operating Leases Capital Leases 2019 $ 152.9 $ 9.3 2020 139.3 6.4 2021 112.8 2.3 2022 96.3 0.4 2023 80.4 — Thereafter 210.2 — Total lease payments $ 791.9 $ 18.4 Future minimum lease payments are net of total sub-lease rental income of $58.9 million . Capital lease obligations are shown net of $1.1 million of interest charges. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11: Commitments and Contingencies 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 $39.4 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 March 31, 2019 and December 31, 2018 , contingent liabilities recorded within Other current liabilities were $85.9 million and $69.5 million , respectively and contingent liabilities recorded within Other non-current liabilities were $19.8 million and $23.4 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 March 31, 2019 and December 31, 2018 , E&O and other claims were $35.1 million and $32.8 million , respectively, and workers’ compensation liabilities were $70.6 million and $60.1 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. The Company had insurance recoverable balances as of March 31, 2019 and December 31, 2018 totaling $5.0 million and $3.9 million . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
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. Under the management agreement with TPG and PAG, the Company paid an annual fee of $4.3 million , payable quarterly, for management advisory services. In conjunction with the Company’s IPO during 2018, the management services agreement governing these payments was terminated and resulted in a termination fee of $11.9 million . Transactions with equity accounted investees For the three months ended March 31, 2019 and 2018 , the Company had no material sales or purchases with equity accounted investees. As of March 31, 2019 and December 31, 2018 , the Company had no material receivables or payables with equity accounted investees. Receivables from affiliates As of March 31, 2019 and December 31, 2018 , the Company had receivables from affiliates of $37.9 million and $31.7 million and $231.3 million and $214.3 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 . 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, 2018 . 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 $2.6 billion as of March 31, 2019 and December 31, 2018 , 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 as of March 31, 2019 and December 31, 2018 , respectively, which excludes debt issuance costs. See Note 8: Long-term Debt and Other Borrowings of the Notes to unaudited interim Condensed Consolidated Financial Statements 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 March 31, 2019 and December 31, 2018 (in millions): As of March 31, 2019 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 94.3 $ 94.3 $ — $ — Deferred compensation plan assets 51.9 51.9 — — Foreign currency forward contracts 1.0 — 1.0 — Deferred purchase price receivable 147.6 — — 147.6 Total $ 294.8 $ 146.2 $ 1.0 $ 147.6 Liabilities Deferred compensation plan liabilities $ 48.1 $ 48.1 $ — $ — Foreign currency forward contracts 0.7 — 0.7 — Interest rate swap agreements 53.9 — 53.9 — Earn-out liabilities 38.5 — — 38.5 Total $ 141.2 $ 48.1 $ 54.6 $ 38.5 As of December 31, 2018 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 173.5 $ 173.5 $ — $ — Deferred compensation plan assets 48.8 48.8 — — Foreign currency forward contracts 0.5 — 0.5 — Deferred purchase price receivable 140.1 — — 140.1 Total $ 362.9 $ 222.3 $ 0.5 $ 140.1 Liabilities Deferred compensation plan liabilities $ 47.7 $ 47.7 $ — $ — Foreign currency forward contracts 0.8 — 0.8 — Interest rate swap agreements 25.1 — 25.1 — Earn-out liabilities 38.3 — — 38.3 Total $ 111.9 $ 47.7 $ 25.9 $ 38.3 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 2019 2018 Balance as of January 1, $ 38.3 $ 51.3 Net change in fair value and other adjustments 0.2 0.8 Payments — (2.7 ) Balance as of March 31, $ 38.5 $ 49.4 |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 , the Company had $0.0 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 three months ended March 31, 2019 and 2018 , receivables sold under the A/R securitization were $302.5 million and $276.7 million , respectively, and cash collections from customers on receivables sold were $302.9 million and $259.3 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 March 31, 2019 and December 31, 2018 , the outstanding principal on receivables sold under the A/R Securitization were $173.3 million and $173.7 million , respectively. Refer to Note 13: Fair Value Measurements for additional discussion on the fair value of the DPP as of March 31, 2019 and December 31, 2018 . The Company did not recognize any material income or loss related to receivables sold for the three months ended March 31, 2019 and 2018 . 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 $0.3 million and $0.8 million , for the three months ended March 31, 2019 and 2018 , respectively, which were included in Operating, administrative and other expenses in the unaudited condensed consolidated statement of operations. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2019 | |
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 unaudited condensed consolidated balance sheets to the sum of such amounts presented in the unaudited condensed consolidated statements of cash flows (in millions): Three Months Ended March 31 2019 2018 Cash and cash equivalents, beginning of period $ 895.3 $ 405.6 Restricted cash recorded in Prepaid expenses and other current assets, beginning of period 70.1 62.3 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, beginning of period $ 965.4 $ 467.9 Cash and cash equivalents, end of period $ 411.0 $ 438.7 Restricted cash recorded in Prepaid expenses and other current assets, end of period 52.3 64.6 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, end of period $ 463.3 $ 503.3 Supplemental cash flows and non-cash investing and financing activities are as follows (in millions): Three Months Ended March 31 2019 2018 Cash paid for: Interest $ 37.9 $ 39.4 Income taxes 11.3 10.6 Non-cash investing/financing activities: Property and equipment acquired through capital leases 1.8 0.7 Deferred and contingent acquisition payment obligations 8.6 — Increase (decrease) in beneficial interest in a securitization 7.5 (3.9 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16: Subsequent Events The Company has evaluated subsequent events through May 7, 2019 , 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) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
New accounting pronouncements | The Company has adopted the following new accounting standards: Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (together with all subsequent amendments, Topic 842 ), which replaced most existing lease guidance under U.S. GAAP when it became effective on January 1, 2019. 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 elected to use the optional transition method upon adoption effective January 1, 2019 and did not revise comparative financial statements or disclosures. Refer to Note 10: Leases of the Notes to unaudited condensed consolidated financial statements. Stock Compensation In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) . The ASU supersedes ASC 505-50, Equity-Based Payments to Non-Employees and expands the scope of Topic 718 to include 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. The Company adopted effective January 1, 2019, which did not have a material impact on its financial statements and related disclosures. 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 effect of this ASU on the financial statements was not material. Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (Topic 815) . The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and is intended to reduce the complexity of applying hedge accounting by simplifying the designation and measurement of hedging instruments. The ASU is required to be applied retrospectively to eliminate the separate measurement of ineffectiveness through a cumulative-effect adjustment to Accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings. The new guidance is required to be adopted using the retrospective approach. The Company adopted effective January 1, 2019 with an immaterial 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: Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The ASU provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this ASU replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. 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. 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) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of summarized financial information by segment | Summarized financial information by segment is as follows (in millions): Americas Three Months Ended March 31, 2019 2018 Total revenue $ 1,347.6 $ 1,206.2 Less: Gross contract costs (410.5 ) (356.3 ) Acquisition accounting adjustments — 0.1 Total Fee revenue $ 937.1 $ 850.0 Service lines: Property, facilities and project management $ 463.0 $ 404.2 Leasing 297.3 246.0 Capital markets 140.4 163.1 Valuation and other 36.4 36.7 Total Fee revenue $ 937.1 $ 850.0 Segment operating expenses $ 1,277.3 $ 1,143.9 Less: Gross contract costs (410.5 ) (356.3 ) Total Fee-based operating expenses $ 866.8 $ 787.6 Adjusted EBITDA $ 70.3 $ 62.5 EMEA Three Months Ended March 31, 2019 2018 Total revenue $ 202.6 $ 209.2 Less: Gross contract costs (18.8 ) (45.9 ) Total Fee revenue $ 183.8 $ 163.3 Service lines: Property, facilities and project management $ 69.8 $ 54.6 Leasing 48.8 47.9 Capital markets 26.4 23.9 Valuation and other 38.8 36.9 Total Fee revenue $ 183.8 $ 163.3 Segment operating expenses $ 204.2 $ 219.2 Less: Gross contract costs (18.8 ) (45.9 ) Total Fee-based operating expenses $ 185.4 $ 173.3 Adjusted EBITDA $ (0.2 ) $ (8.6 ) APAC Three Months Ended March 31, 2019 2018 Total revenue $ 352.8 $ 352.3 Less: Gross contract costs (101.7 ) (119.6 ) Total Fee revenue $ 251.1 $ 232.7 Service lines: Property, facilities and project management $ 174.0 $ 156.2 Leasing 26.8 26.0 Capital markets 23.9 27.1 Valuation and other 26.4 23.4 Total Fee revenue $ 251.1 $ 232.7 Segment operating expenses $ 334.5 $ 331.3 Less: Gross contract costs (101.7 ) (119.6 ) Total Fee-based operating expenses $ 232.8 $ 211.7 Adjusted EBITDA $ 18.3 $ 20.9 |
Schedule of adjusted EBITDA | Adjusted EBITDA is calculated as follows (in millions): Three Months Ended March 31, 2019 2018 Net loss $ (20.9 ) $ (92.9 ) Add/(less): Depreciation and amortization 73.5 69.8 Interest expense, net of interest income 37.2 44.4 Benefit from income taxes (40.9 ) (32.0 ) Integration and other costs related to acquisitions 21.4 66.2 Pre-IPO stock-based compensation 11.6 6.8 Cassidy Turley deferred payment obligation — 10.4 Other 6.5 2.1 Adjusted EBITDA $ 88.4 $ 74.8 |
Schedule of reconciliation of Fee-based operating expenses | Below is the reconciliation of total costs and expenses to Fee-based operating expenses (in millions): Three Months Ended March 31, 2019 2018 Total operating expenses $ 1,929.0 $ 1,849.6 Less: Gross contract costs (531.0 ) (521.8 ) Fee-based operating expenses $ 1,398.0 $ 1,327.8 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 March 31, 2019 2018 Americas Fee-based operating expenses $ 866.8 $ 787.6 EMEA Fee-based operating expenses 185.4 173.3 APAC Fee-based operating expenses 232.8 211.7 Segment Fee-based operating expenses 1,285.0 1,172.6 Depreciation and amortization 73.5 69.8 Integration and other costs related to acquisitions (1) 21.4 66.1 Pre-IPO stock-based compensation 11.6 6.8 Cassidy Turley deferred payment obligation — 10.4 Other 6.5 2.1 Fee-based operating expenses $ 1,398.0 $ 1,327.8 (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 (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 2018 Basic and Diluted EPS Net loss attributable to shareholders $ (20.9 ) $ (92.9 ) Weighted average shares outstanding for basic and diluted loss per share 216.6 145.3 Basic and diluted loss per common share attributable to shareholders $ (0.10 ) $ (0.64 ) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The following tables disaggregate revenue by reportable segment and service line (in millions): Three Months Ended March 31, 2019 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 869.3 $ 87.9 $ 275.7 $ 1,232.9 Leasing At a point in time 300.1 48.9 26.8 375.8 Capital markets At a point in time 141.1 26.4 23.9 191.4 Valuation and other At a point in time or over time 37.1 39.4 26.4 102.9 Total revenue $ 1,347.6 $ 202.6 $ 352.8 $ 1,903.0 Three Months Ended March 31, 2018 Revenue recognition timing Americas EMEA APAC Total Property, facilities and project management Over time $ 758.2 $ 99.9 $ 275.8 $ 1,133.9 Leasing At a point in time 247.3 48.0 26.0 321.3 Capital markets At a point in time 163.6 23.9 27.1 214.6 Valuation and other At a point in time or over time 37.1 37.4 23.4 97.9 Total revenue $ 1,206.2 $ 209.2 $ 352.3 $ 1,767.7 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following table summarizes the changes in the carrying amount of goodwill for the three months ended March 31, 2019 (in millions): Americas EMEA APAC Total Balance as of December 31, 2018 $ 1,254.4 $ 266.1 $ 258.0 $ 1,778.5 Acquisitions 150.7 — 12.7 163.4 Effect of movements in exchange rates and other 1.4 1.6 2.0 5.0 Balance as of March 31, 2019 $ 1,406.5 $ 267.7 $ 272.7 $ 1,946.9 |
Summary of Finite-Lived Intangible Assets | The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of March 31, 2019 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,323.9 (687.3 ) 636.6 Other intangible assets 2 – 13 14.8 (4.3 ) 10.5 Total intangible assets $ 1,884.7 $ (691.6 ) $ 1,193.1 As of December 31, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,199.7 (637.1 ) 562.6 Other intangible assets 2 – 13 32.8 (13.2 ) 19.6 Total intangible assets $ 1,778.5 $ (650.3 ) $ 1,128.2 |
Summary of Indefinite-Lived Intangible Assets | The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions): As of March 31, 2019 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,323.9 (687.3 ) 636.6 Other intangible assets 2 – 13 14.8 (4.3 ) 10.5 Total intangible assets $ 1,884.7 $ (691.6 ) $ 1,193.1 As of December 31, 2018 Useful Life (in years) Gross Value Accumulated Amortization Net Value C&W trade name Indefinite $ 546.0 $ — $ 546.0 Customer relationships 1 – 15 1,199.7 (637.1 ) 562.6 Other intangible assets 2 – 13 32.8 (13.2 ) 19.6 Total intangible assets $ 1,778.5 $ (650.3 ) $ 1,128.2 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivatives | The following table presents the fair value of derivatives as of March 31, 2019 and December 31, 2018 (in millions): March 31, 2019 December 31, 2018 Assets Liabilities Assets Liabilities Derivative Instrument Notional Fair Value Fair Value Fair Value Fair Value Designated: Cash flow hedges: Interest rate swaps $ 2,050.0 $ — $ 53.9 $ — $ 25.1 Non-designated: Foreign currency forward contracts 425.6 1.0 0.7 0.5 0.8 |
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 months ended March 31, 2019 and 2018 (in millions): Beginning Accumulated Other Comprehensive (Gain) Loss Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives (1) Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations (2) Ending Accumulated Other Comprehensive (Gain) Loss Three Months Ended March 31, 2019 Foreign currency cash flow hedges $ — $ — $ — $ — Foreign currency net investment hedges (0.6 ) — — (0.6 ) Interest rate cash flow hedges (13.3 ) 25.2 2.2 14.1 $ (13.9 ) $ 25.2 1 $ 2.2 2 $ 13.5 Three Months Ended March 31, 2018 Foreign currency cash flow hedges $ 2.2 $ 3.2 $ (3.1 ) $ 2.3 Foreign currency net investment hedges 0.7 — — 0.7 Interest rate cash flow hedges (22.5 ) (17.3 ) 3.3 (36.5 ) $ (19.6 ) $ (14.1 ) 1 $ 0.2 2 $ (33.5 ) (1) Amount is net of related income tax (benefit) expense of $(5.1) million and $3.9 million for the three months ended March 31, 2019 and 2018 , respectively. (2) Amount is net of related income tax expense of $(0.4) million and $(0.8) million for the three months ended March 31, 2019 and 2018 , respectively. |
Long-term Debt and Other Borr_2
Long-term Debt and Other Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in millions): As of March 31, 2019 December 31, 2018 Collateralized: 2018 First Lien Loan, net of unamortized discount and issuance costs of $31.2 million and $31.9 million, respectively $ 2,655.3 $ 2,661.3 Capital lease liability 18.5 19.5 Notes payable to former stockholders 0.4 0.4 Total long-term debt 2,674.2 2,681.2 Less current portion (35.1 ) (37.0 ) Total non-current long-term debt $ 2,639.1 $ 2,644.2 |
Stock-based Payments (Tables)
Stock-based Payments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 3.3 $ 11.23 6.8 Exercised (0.3 ) 10.00 Forfeited — 14.08 Outstanding as of March 31, 2019 3.0 $ 11.32 6.6 Exercisable as of March 31, 2019 1.9 $ 10.58 6.5 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, 2018 1.5 $ 11.48 6.9 Forfeited — 13.85 Outstanding as of March 31, 2019 1.5 $ 11.47 6.6 Exercisable as of March 31, 2019 — — — |
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, 2018 0.6 $ 11.50 7.8 $ 14.63 0.7 $ 15.94 Granted — — 1.8 17.85 0.4 19.64 Vested (0.0) 17.00 (0.2 ) 13.21 — — Forfeited — — (0.1 ) 12.51 — — Unvested as of March 31, 2019 0.6 $ 11.38 9.3 $ 15.32 1.1 $ 17.08 |
Summary of Compensation Expense Related to RSUs | The following table summarizes the Company's compensation expense related to RSUs (in millions): Three Months Ended March 31, Unrecognized at March 31, 2019 2019 2018 Time-Based RSUs $ 9.7 $ 5.1 $ 87.5 Co-Investment RSUs 0.1 0.3 0.4 Performance-Based RSUs 0.2 — 6.6 Equity classified compensation cost 10.0 5.4 94.5 Liability classified compensation cost (1) — 2.0 — Total RSU stock-based compensation cost $ 10.0 $ 7.4 $ 94.5 (1) In the third quarter of 2018, all liability classified awards were reclassified to equity, due to certain contingencies being lifted. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Cost and Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows (in millions): Three Months Ended March 31, 2019 Cash paid for amounts used in the measurement of lease liabilities: Operating cash flows used in operating leases $ 36.2 Operating cash flows used in finance leases 0.1 Financing cash flows used in finance leases 2.8 ROU assets obtained in exchange for lease obligations: Operating leases 9.3 Finance leases 1.8 The components of lease cost were as follows (in millions): Three Months Ended March 31, 2019 Operating lease cost $ 34.8 Finance lease cost: Amortization of ROU assets 0.7 Interest on lease liabilities — Total finance lease cost $ 0.7 Variable lease cost $ 6.4 Sublease income $ 2.2 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows (in millions): Three Months Ended March 31, 2019 Operating Leases Operating lease ROU assets $ 531.6 Current operating lease liabilities $ 113.9 Non-current operating lease liabilities 492.9 Total operating lease liabilities $ 606.8 Finance Leases Property and equipment, gross $ 47.8 Accumulated depreciation (26.5 ) Property and equipment, net $ 21.3 Other current liabilities $ 8.0 Other non-current liabilities 10.5 Total finance lease liabilities $ 18.5 Weighted Average Remaining Lease Term Operating leases 6.5 years Finance leases 4.9 years Weighted Average Discount Rate Operating leases 5.9 % Finance leases 2.2 % |
Maturities of Lease Liabilities | Maturities of lease liabilities were as follows (in millions): Operating Leases Finance Leases 2019 $ 110.6 $ 8.3 2020 131.7 6.5 2021 108.2 3.8 2022 92.8 0.7 2023 78.1 — Thereafter 213.4 — Total lease payments 734.8 19.3 Less imputed interest 128.0 0.8 Total $ 606.8 $ 18.5 |
Maturities of Lease Liabilities | Maturities of lease liabilities were as follows (in millions): Operating Leases Finance Leases 2019 $ 110.6 $ 8.3 2020 131.7 6.5 2021 108.2 3.8 2022 92.8 0.7 2023 78.1 — Thereafter 213.4 — Total lease payments 734.8 19.3 Less imputed interest 128.0 0.8 Total $ 606.8 $ 18.5 |
Lease Obligations Under Topic 840 | As of December 31, 2018, the obligations described above are as summarized below (in millions): Operating Leases Capital Leases 2019 $ 152.9 $ 9.3 2020 139.3 6.4 2021 112.8 2.3 2022 96.3 0.4 2023 80.4 — Thereafter 210.2 — Total lease payments $ 791.9 $ 18.4 |
Lease Obligations Under Topic 840 | As of December 31, 2018, the obligations described above are as summarized below (in millions): Operating Leases Capital Leases 2019 $ 152.9 $ 9.3 2020 139.3 6.4 2021 112.8 2.3 2022 96.3 0.4 2023 80.4 — Thereafter 210.2 — Total lease payments $ 791.9 $ 18.4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 (in millions): As of March 31, 2019 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 94.3 $ 94.3 $ — $ — Deferred compensation plan assets 51.9 51.9 — — Foreign currency forward contracts 1.0 — 1.0 — Deferred purchase price receivable 147.6 — — 147.6 Total $ 294.8 $ 146.2 $ 1.0 $ 147.6 Liabilities Deferred compensation plan liabilities $ 48.1 $ 48.1 $ — $ — Foreign currency forward contracts 0.7 — 0.7 — Interest rate swap agreements 53.9 — 53.9 — Earn-out liabilities 38.5 — — 38.5 Total $ 141.2 $ 48.1 $ 54.6 $ 38.5 As of December 31, 2018 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 173.5 $ 173.5 $ — $ — Deferred compensation plan assets 48.8 48.8 — — Foreign currency forward contracts 0.5 — 0.5 — Deferred purchase price receivable 140.1 — — 140.1 Total $ 362.9 $ 222.3 $ 0.5 $ 140.1 Liabilities Deferred compensation plan liabilities $ 47.7 $ 47.7 $ — $ — Foreign currency forward contracts 0.8 — 0.8 — Interest rate swap agreements 25.1 — 25.1 — Earn-out liabilities 38.3 — — 38.3 Total $ 111.9 $ 47.7 $ 25.9 $ 38.3 |
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 2019 2018 Balance as of January 1, $ 38.3 $ 51.3 Net change in fair value and other adjustments 0.2 0.8 Payments — (2.7 ) Balance as of March 31, $ 38.5 $ 49.4 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 unaudited condensed consolidated balance sheets to the sum of such amounts presented in the unaudited condensed consolidated statements of cash flows (in millions): Three Months Ended March 31 2019 2018 Cash and cash equivalents, beginning of period $ 895.3 $ 405.6 Restricted cash recorded in Prepaid expenses and other current assets, beginning of period 70.1 62.3 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, beginning of period $ 965.4 $ 467.9 Cash and cash equivalents, end of period $ 411.0 $ 438.7 Restricted cash recorded in Prepaid expenses and other current assets, end of period 52.3 64.6 Total cash, cash equivalents and restricted cash shown in the statements of cash flows, end of period $ 463.3 $ 503.3 Supplemental cash flows and non-cash investing and financing activities are as follows (in millions): Three Months Ended March 31 2019 2018 Cash paid for: Interest $ 37.9 $ 39.4 Income taxes 11.3 10.6 Non-cash investing/financing activities: Property and equipment acquired through capital leases 1.8 0.7 Deferred and contingent acquisition payment obligations 8.6 — Increase (decrease) in beneficial interest in a securitization 7.5 (3.9 ) |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net loss | $ 20.9 | $ 92.9 |
Loss per share attributable to common shareholders (in dollars per share) | $ 0.10 | $ 0.64 |
Restatement Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net loss | $ 0.9 | |
Loss per share attributable to common shareholders (in dollars per share) | $ 0.01 |
Segment Data - Schedule of summ
Segment Data - Schedule of summarized financial information by segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 1,903 | $ 1,767.7 |
Less: Gross contract costs | (531) | (521.8) |
Total Fee-based operating expenses | 1,398 | 1,327.8 |
Adjusted EBITDA | 88.4 | 74.8 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,347.6 | 1,206.2 |
EMEA | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 202.6 | 209.2 |
APAC | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 352.8 | 352.3 |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Total Fee-based operating expenses | 1,285 | 1,172.6 |
Operating segments | Americas | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,347.6 | 1,206.2 |
Less: Gross contract costs | (410.5) | (356.3) |
Acquisition accounting adjustments | 0 | 0.1 |
Fee revenue | 937.1 | 850 |
Segment operating expenses | 1,277.3 | 1,143.9 |
Total Fee-based operating expenses | 866.8 | 787.6 |
Adjusted EBITDA | 70.3 | 62.5 |
Operating segments | EMEA | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 202.6 | 209.2 |
Less: Gross contract costs | (18.8) | (45.9) |
Fee revenue | 183.8 | 163.3 |
Segment operating expenses | 204.2 | 219.2 |
Total Fee-based operating expenses | 185.4 | 173.3 |
Adjusted EBITDA | (0.2) | (8.6) |
Operating segments | APAC | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 352.8 | 352.3 |
Less: Gross contract costs | (101.7) | (119.6) |
Fee revenue | 251.1 | 232.7 |
Segment operating expenses | 334.5 | 331.3 |
Total Fee-based operating expenses | 232.8 | 211.7 |
Adjusted EBITDA | 18.3 | 20.9 |
Operating segments | Property, facilities and project management | Americas | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 463 | 404.2 |
Operating segments | Property, facilities and project management | EMEA | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 69.8 | 54.6 |
Operating segments | Property, facilities and project management | APAC | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 174 | 156.2 |
Operating segments | Leasing | Americas | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 297.3 | 246 |
Operating segments | Leasing | EMEA | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 48.8 | 47.9 |
Operating segments | Leasing | APAC | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 26.8 | 26 |
Operating segments | Capital markets | Americas | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 140.4 | 163.1 |
Operating segments | Capital markets | EMEA | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 26.4 | 23.9 |
Operating segments | Capital markets | APAC | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 23.9 | 27.1 |
Operating segments | Valuation and other | Americas | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 36.4 | 36.7 |
Operating segments | Valuation and other | EMEA | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | 38.8 | 36.9 |
Operating segments | Valuation and other | APAC | ||
Segment Reporting Information [Line Items] | ||
Fee revenue | $ 26.4 | $ 23.4 |
Segment Data - Schedule of adju
Segment Data - Schedule of adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Net loss | $ (20.9) | $ (92.9) |
Depreciation and amortization | 73.5 | 69.8 |
Interest expense, net of interest income | 37.2 | 44.4 |
Benefit from income taxes | (40.9) | (32) |
Integration and other costs related to acquisitions | 21.4 | 66.2 |
Pre-IPO stock-based compensation | 11.6 | 6.8 |
Cassidy Turley deferred payment obligation | 0 | 10.4 |
Other | 6.5 | 2.1 |
Adjusted EBITDA | $ 88.4 | $ 74.8 |
Segment Data - Schedule of reco
Segment Data - Schedule of reconciliation of total costs and expenses to Fee-based operating expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Total operating expenses | $ 1,929 | $ 1,849.6 |
Less: Gross contract costs | (531) | (521.8) |
Total Fee-based operating expenses | $ 1,398 | $ 1,327.8 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Fee-based operating expenses | $ 1,398 | $ 1,327.8 |
Depreciation and amortization | 73.5 | 69.8 |
Integration and other costs related to acquisitions | 21.4 | 66.1 |
Pre-IPO stock-based compensation | 11.6 | 6.8 |
Cassidy Turley deferred payment obligation | 0 | 10.4 |
Other | 6.5 | 2.1 |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Fee-based operating expenses | 1,285 | 1,172.6 |
Operating segments | Americas | ||
Segment Reporting Information [Line Items] | ||
Fee-based operating expenses | 866.8 | 787.6 |
Operating segments | EMEA | ||
Segment Reporting Information [Line Items] | ||
Fee-based operating expenses | 185.4 | 173.3 |
Operating segments | APAC | ||
Segment Reporting Information [Line Items] | ||
Fee-based operating expenses | $ 232.8 | $ 211.7 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive securities not included in computation (in shares) | 7.4 | 10.9 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to shareholders | $ (20.9) | $ (92.9) |
Weighted average shares outstanding for basic and diluted loss per share (in shares) | 216.6 | 145.3 |
Basic and diluted loss per common share attributable to shareholders (in dollars per share) | $ (0.10) | $ (0.64) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract with Customer, Liability | $ 50.6 | $ 66.8 | |
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 | 135.5 | 160.6 | |
Other non-current assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract assets | $ 18 | $ 25.8 | |
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 - Disaggregation of rev
Revenue - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,903 | $ 1,767.7 |
Americas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,347.6 | 1,206.2 |
EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 202.6 | 209.2 |
APAC | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 352.8 | 352.3 |
Property, facilities and project management | Over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,232.9 | 1,133.9 |
Property, facilities and project management | Americas | Over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 869.3 | 758.2 |
Property, facilities and project management | EMEA | Over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 87.9 | 99.9 |
Property, facilities and project management | APAC | Over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 275.7 | 275.8 |
Leasing | At a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 375.8 | 321.3 |
Leasing | Americas | At a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 300.1 | 247.3 |
Leasing | EMEA | At a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 48.9 | 48 |
Leasing | APAC | At a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 26.8 | 26 |
Capital markets | At a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 191.4 | 214.6 |
Capital markets | Americas | At a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 141.1 | 163.6 |
Capital markets | EMEA | At a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 26.4 | 23.9 |
Capital markets | APAC | At a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 23.9 | 27.1 |
Valuation and other | At a point in time or over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 102.9 | 97.9 |
Valuation and other | Americas | At a point in time or over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 37.1 | 37.1 |
Valuation and other | EMEA | At a point in time or over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 39.4 | 37.4 |
Valuation and other | APAC | At a point in time or over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 26.4 | $ 23.4 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2018 | $ 1,778.5 |
Acquisitions | 163.4 |
Effect of movements in exchange rates and other | 5 |
Balance as of March 31, 2019 | 1,946.9 |
Americas | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2018 | 1,254.4 |
Acquisitions | 150.7 |
Effect of movements in exchange rates and other | 1.4 |
Balance as of March 31, 2019 | 1,406.5 |
EMEA | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2018 | 266.1 |
Acquisitions | 0 |
Effect of movements in exchange rates and other | 1.6 |
Balance as of March 31, 2019 | 267.7 |
APAC | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2018 | 258 |
Acquisitions | 12.7 |
Effect of movements in exchange rates and other | 2 |
Balance as of March 31, 2019 | $ 272.7 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment charges of goodwill | $ 0 | $ 0 |
Impairment charges of intangible assets | 0 | 0 |
Amortization expense | $ 47,300,000 | $ 46,500,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, accumulated amortization | $ (691.6) | $ (650.3) |
Gross Value | 1,884.7 | 1,778.5 |
Accumulated Amortization | (691.6) | (650.3) |
Net Value | 1,193.1 | 1,128.2 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,323.9 | 1,199.7 |
Finite-lived intangible assets, accumulated amortization | (687.3) | (637.1) |
Finite-lived intangible assets, net value | 636.6 | 562.6 |
Accumulated Amortization | (687.3) | (637.1) |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 14.8 | 32.8 |
Finite-lived intangible assets, accumulated amortization | (4.3) | (13.2) |
Finite-lived intangible assets, net value | 10.5 | 19.6 |
Accumulated Amortization | $ (4.3) | $ (13.2) |
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) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)derivative_instrument | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Derivative [Line Items] | |||
Interest expense, net of interest income | $ 37,200,000 | $ 44,400,000 | |
Operating, administrative and other | 286,800,000 | 295,600,000 | |
Foreign currency hedge | |||
Derivative [Line Items] | |||
Pre-tax gains (losses) included in accumulated other comprehensive loss for foreign exchange derivatives | 600,000 | ||
Designated | |||
Derivative [Line Items] | |||
Pre-tax gain (loss) included in accumulated other comprehensive loss for interest rate derivatives | (16,400,000) | ||
Pre-tax gain (loss) included in accumulated other comprehensive loss for interest rate derivatives | $ 16,500,000 | ||
Pre-tax gains reclassified during the next twelve months | $ 9,000,000 | ||
Pre-tax gains (losses) included in accumulated other comprehensive loss for foreign exchange derivatives | 300,000 | ||
Designated | Interest rate hedge | |||
Derivative [Line Items] | |||
Number of derivative instruments held | derivative_instrument | 5 | ||
Non-Designated | Foreign currency forward contracts | |||
Derivative [Line Items] | |||
Number of derivative instruments held | derivative_instrument | 23 | ||
Gain (loss) on derivative instruments | $ 600,000 | 2,600,000 | |
Notional amount | 425,600,000 | $ 406,600,000 | |
Reclassification out of Accumulated Other Comprehensive Income | Unrealized Hedging (Losses) Gains | Interest rate hedge | |||
Derivative [Line Items] | |||
Interest expense, net of interest income | 2,600,000 | 3,300,000 | |
Reclassification out of Accumulated Other Comprehensive Income | Unrealized Hedging (Losses) Gains | Foreign currency hedge | |||
Derivative [Line Items] | |||
Interest expense, net of interest income | $ (100,000) | ||
Operating, administrative and other | $ (3,000,000) |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging Activities - Schedule of Fair Value of Derivatives (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Notional | $ 425,600,000 | $ 406,600,000 |
Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Notional | 2,050,000,000 | |
Other non-current assets | Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Assets fair value | 1,000,000 | 500,000 |
Other non-current assets | Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Assets fair value | 0 | 0 |
Other non-current liabilities | Non-Designated | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Liabilities fair value | 700,000 | 800,000 |
Other non-current liabilities | Cash Flow Hedging | Designated | Interest rate swaps | ||
Derivative [Line Items] | ||
Liabilities fair value | $ 53,900,000 | $ 25,100,000 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Hedging Activities - Schedule of Effect of Derivatives As Hedges, Net of Applicable Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ (1,360.1) | $ (499.4) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | 25.2 | (14.1) |
Ending balance | (1,330.4) | (480.5) |
Unrealized Hedging (Losses) Gains | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (13.9) | (19.6) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | 25.2 | (14.1) |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations | 2.2 | |
Ending balance | 13.5 | (33.5) |
Amount of loss (gain) recognized, tax expense (benefit) | (5.1) | |
Amount of loss (gain) reclassified, tax benefit (expense) | (0.4) | |
Unrealized Hedging (Losses) Gains | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (13.9) | (19.6) |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | 25.2 | |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | (14.1) | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations | 0.2 | |
Ending balance | 13.5 | (33.5) |
Amount of loss (gain) recognized, tax expense (benefit) | 3.9 | |
Amount of loss (gain) reclassified, tax benefit (expense) | (0.8) | |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Foreign currency hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 0 | |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | 0 | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations | 0 | |
Ending balance | 0 | |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Interest rate hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (13.3) | |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | 25.2 | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations | 2.2 | |
Ending balance | 14.1 | |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Foreign currency hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 2.2 | |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | 3.2 | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations | (3.1) | |
Ending balance | 2.3 | |
Cash Flow Hedging | Unrealized Hedging (Losses) Gains | Interest rate hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (22.5) | |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | (17.3) | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations | 3.3 | |
Ending balance | (36.5) | |
Net Investment Hedging | Unrealized Hedging (Losses) Gains | Foreign currency hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (0.6) | |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | 0 | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations | 0 | |
Ending balance | $ (0.6) | |
Net Investment Hedging | Unrealized Hedging (Losses) Gains | Foreign currency hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 0.7 | |
Amount of Loss (Gain) Recognized in Other Comprehensive Loss on Derivatives | 0 | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations | 0 | |
Ending balance | $ 0.7 |
Long-term Debt and Other Borr_3
Long-term Debt and Other Borrowings - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,674.2 | $ 2,681.2 |
Capital lease liability | 19.5 | |
Capital lease liability | 18.5 | |
Less current portion | (35.1) | |
Less current portion | (37) | |
Total non-current long-term debt | 2,639.1 | |
Total non-current long-term debt | 2,644.2 | |
Secured Debt | 2018 First Lien Loan | ||
Debt Instrument [Line Items] | ||
Unamortized discount and issuance costs | 31.2 | 31.9 |
Total long-term debt | 2,655.3 | 2,661.3 |
Notes payable to former stockholders | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0.4 | $ 0.4 |
Long-term Debt and Other Borr_4
Long-term Debt and Other Borrowings - Narrative (Details) | Aug. 21, 2018USD ($) | Mar. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||
Proceeds from debt, net of stated discount and debt issuance costs | $ 2,700,000,000 | |
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 | |
Stated discount, amount | 13,500,000 | |
Debt issuance costs, amount | 20,600,000 | |
Effective interest rate | 6.00% | |
Net leverage ratio | 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 | |
LIBOR | 2018 Credit Agreement | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.25% |
Stock-based Payments - Summary
Stock-based Payments - Summary of Time-based Stock Options (Details) - Time-Based Options - $ / shares shares in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 3.3 | |
Exercised (in shares) | (0.3) | |
Forfeited (in shares) | 0 | |
Outstanding, ending balance (in shares) | 3 | 3.3 |
Exercisable (in shares) | 1.9 | |
Weighted Average Exercise Price per Share | ||
Outstanding, beginning balance (USD per share) | $ 11.23 | |
Exercised (USD per share) | 10 | |
Forfeited (USD per share) | 14.08 | |
Outstanding, ending balance (USD per share) | 11.32 | $ 11.23 |
Weighted average exercise price per share, exercisable (USD per share) | $ 10.58 | |
Weighted average remaining contractual term, outstanding | 6 years 7 months 6 days | 6 years 9 months 18 days |
Weighted average remaining contractual term, exercisable | 6 years 6 months |
Stock-based Payments - Narrativ
Stock-based Payments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 11.6 | $ 6.8 |
Time-Based Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 1.4 | 1.5 |
Unrecognized compensation cost related to non-vested time-based option awards | 5 | |
Performance-Based Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 3.1 | $ 0 |
Unrecognized compensation cost related to non-vested time-based option awards | $ 9.3 |
Stock-based Payments - Summar_2
Stock-based Payments - Summary of Performance-Based Options (Details) - Performance-Based Options - $ / shares shares in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 1.5 | |
Forfeited (in shares) | 0 | |
Outstanding, ending balance (in shares) | 1.5 | 1.5 |
Exercisable (in shares) | 0 | |
Weighted Average Exercise Price per Share | ||
Outstanding, beginning balance (USD per share) | $ 11.48 | |
Forfeited (USD per share) | 13.85 | |
Outstanding, ending balance (USD per share) | 11.47 | $ 11.48 |
Weighted average exercise price per share, exercisable (USD per share) | $ 0 | |
Weighted average remaining contractual term, outstanding | 6 years 7 months 6 days | 6 years 10 months 25 days |
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 | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Co-Investment RSUs | |
Number of RSUs | |
Unvested, begining balance (in shares) | shares | 0.6 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested, ending balance (in shares) | shares | 0.6 |
Weighted Average Fair Value Per Share | |
Unvested, beginning balance (USD per share) | $ / shares | $ 11.50 |
Granted (USD per share) | $ / shares | 0 |
Vested (USD per share) | $ / shares | 17 |
Forfeited (USD per share) | $ / shares | 0 |
Unvested, ending balance (USD per share) | $ / shares | $ 11.38 |
Time-Based RSUs | |
Number of RSUs | |
Unvested, begining balance (in shares) | shares | 7.8 |
Granted (in shares) | shares | 1.8 |
Vested (in shares) | shares | (0.2) |
Forfeited (in shares) | shares | (0.1) |
Unvested, ending balance (in shares) | shares | 9.3 |
Weighted Average Fair Value Per Share | |
Unvested, beginning balance (USD per share) | $ / shares | $ 14.63 |
Granted (USD per share) | $ / shares | 17.85 |
Vested (USD per share) | $ / shares | 13.21 |
Forfeited (USD per share) | $ / shares | 12.51 |
Unvested, ending balance (USD per share) | $ / shares | $ 15.32 |
Performance-Based RSUs | |
Number of RSUs | |
Unvested, begining balance (in shares) | shares | 0.7 |
Granted (in shares) | shares | 0.4 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested, ending balance (in shares) | shares | 1.1 |
Weighted Average Fair Value Per Share | |
Unvested, beginning balance (USD per share) | $ / shares | $ 15.94 |
Granted (USD per share) | $ / shares | 19.64 |
Vested (USD per share) | $ / shares | 0 |
Forfeited (USD per share) | $ / shares | 0 |
Unvested, ending balance (USD per share) | $ / shares | $ 17.08 |
Stock-based Payments - Summar_4
Stock-based Payments - Summary of RSU Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 11.6 | $ 6.8 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 10 | 7.4 |
Unrecognized compensation expense related to RSUs | 94.5 | |
Time-Based RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 9.7 | 5.1 |
Unrecognized compensation expense related to RSUs | 87.5 | |
Co-Investment RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 0.1 | 0.3 |
Unrecognized compensation expense related to RSUs | 0.4 | |
Performance-Based RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 0.2 | 0 |
Unrecognized compensation expense related to RSUs | 6.6 | |
Restricted Stock Units (RSUs), Equity Classification | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 10 | 5.4 |
Unrecognized compensation expense related to RSUs | 94.5 | |
Restricted Stock Units (RSUs), Liability Classification | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 0 | $ 2 |
Unrecognized compensation expense related to RSUs | $ 0 |
Leases - Components of lease co
Leases - Components of lease cost (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 34.8 |
Finance lease cost: | |
Amortization of ROU assets | 0.7 |
Interest on lease liabilities | 0 |
Total finance lease cost | 0.7 |
Variable lease cost | 6.4 |
Sublease income | $ 2.2 |
Leases - Supplemental balance s
Leases - Supplemental balance sheet information (Details) $ in Millions | Mar. 31, 2019USD ($) |
Operating Leases | |
Operating lease ROU assets | $ 531.6 |
Current operating lease liabilities | 113.9 |
Non-current operating lease liabilities | 492.9 |
Total operating lease liabilities | 606.8 |
Finance Leases | |
Property and equipment, gross | 47.8 |
Accumulated depreciation | (26.5) |
Property and equipment, net | 21.3 |
Other current liabilities | 8 |
Other non-current liabilities | 10.5 |
Total finance lease liabilities | $ 18.5 |
Weighted Average Remaining Lease Term | |
Operating leases | 6 years 5 months 20 days |
Finance leases | 4 years 11 months 4 days |
Weighted Average Discount Rate | |
Operating leases | 5.90% |
Finance leases | 2.20% |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash paid for amounts used in the measurement of lease liabilities: | ||
Operating cash flows used in operating leases | $ 36.2 | |
Operating cash flows used in finance leases | 0.1 | |
Financing cash flows used in finance leases | 2.8 | $ 0.9 |
ROU assets obtained in exchange for lease obligations: | ||
Operating leases | 9.3 | |
Finance leases | $ 1.8 |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) $ in Millions | Mar. 31, 2019USD ($) |
Operating Leases | |
2019 | $ 110.6 |
2020 | 131.7 |
2021 | 108.2 |
2022 | 92.8 |
2023 | 78.1 |
Thereafter | 213.4 |
Total lease payments | 734.8 |
Less imputed interest | 128 |
Total | 606.8 |
Finance Leases | |
2019 | 8.3 |
2020 | 6.5 |
2021 | 3.8 |
2022 | 0.7 |
2023 | 0 |
Thereafter | 0 |
Total lease payments | 19.3 |
Less imputed interest | 0.8 |
Total | $ 18.5 |
Leases - Lease obligations unde
Leases - Lease obligations under Topic 840 (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Net rent expense | $ 37.1 | |
Sublease income | $ 7.3 | |
Operating Leases | ||
2019 | $ 152.9 | |
2020 | 139.3 | |
2021 | 112.8 | |
2022 | 96.3 | |
2023 | 80.4 | |
Thereafter | 210.2 | |
Total lease payments | 791.9 | |
Capital Leases | ||
2019 | 9.3 | |
2020 | 6.4 | |
2021 | 2.3 | |
2022 | 0.4 | |
2023 | 0 | |
Thereafter | 0 | |
Total lease payments | 18.4 | |
Future minimum sublease rental income | 58.9 | |
Interest charges | $ 1.1 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | ||
Closed-ended terms for guarantees | 9 years | |
Maximum potential future payments on guarantees | $ 39.4 | |
Contingent liabilities, current | 85.9 | $ 69.5 |
Contingent liabilities, non-current | 19.8 | 23.4 |
Errors and Omissions (E&O) claims and other claims | ||
Loss Contingencies [Line Items] | ||
Contingent liabilities | 35.1 | 32.8 |
Workers' compensation | ||
Loss Contingencies [Line Items] | ||
Contingent liabilities | 70.6 | 60.1 |
Insurance recoverable | ||
Loss Contingencies [Line Items] | ||
Loss contingency, receivable | $ 5 | $ 3.9 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Affiliates | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, related parties, current | $ 37.9 | $ 31.7 |
Accounts receivable, related parties, noncurrent | 231.3 | 214.3 |
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value of external debt | $ 2.7 | $ 2.6 |
Gross carrying value of debt | $ 2.7 | $ 2.7 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash equivalents - money market funds | $ 94.3 | $ 173.5 |
Deferred compensation plan assets | 51.9 | 48.8 |
Deferred purchase price receivable | 147.6 | 140.1 |
Total | 294.8 | 362.9 |
Liabilities | ||
Deferred compensation plan liabilities | 48.1 | 47.7 |
Earn-out liabilities | 38.5 | 38.3 |
Total | 141.2 | 111.9 |
Level 1 | ||
Assets | ||
Cash equivalents - money market funds | 94.3 | 173.5 |
Deferred compensation plan assets | 51.9 | 48.8 |
Deferred purchase price receivable | 0 | 0 |
Total | 146.2 | 222.3 |
Liabilities | ||
Deferred compensation plan liabilities | 48.1 | 47.7 |
Earn-out liabilities | 0 | 0 |
Total | 48.1 | 47.7 |
Level 2 | ||
Assets | ||
Cash equivalents - money market funds | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Deferred purchase price receivable | 0 | 0 |
Total | 1 | 0.5 |
Liabilities | ||
Deferred compensation plan liabilities | 0 | 0 |
Earn-out liabilities | 0 | 0 |
Total | 54.6 | 25.9 |
Level 3 | ||
Assets | ||
Cash equivalents - money market funds | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Deferred purchase price receivable | 147.6 | 140.1 |
Total | 147.6 | 140.1 |
Liabilities | ||
Deferred compensation plan liabilities | 0 | 0 |
Earn-out liabilities | 38.5 | 38.3 |
Total | 38.5 | 38.3 |
Foreign currency forward contracts | ||
Assets | ||
Derivative asset | 1 | 0.5 |
Liabilities | ||
Derivative liability | 0.7 | 0.8 |
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 | 1 | 0.5 |
Liabilities | ||
Derivative liability | 0.7 | 0.8 |
Foreign currency forward contracts | Level 3 | ||
Assets | ||
Derivative asset | 0 | 0 |
Liabilities | ||
Derivative liability | 0 | 0 |
Interest rate swaps | ||
Liabilities | ||
Derivative liability | 53.9 | 25.1 |
Interest rate swaps | Level 1 | ||
Liabilities | ||
Derivative liability | 0 | 0 |
Interest rate swaps | Level 2 | ||
Liabilities | ||
Derivative liability | 53.9 | 25.1 |
Interest rate swaps | Level 3 | ||
Liabilities | ||
Derivative liability | $ 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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 38.3 | $ 51.3 |
Net change in fair value and other adjustments | 0.2 | 0.8 |
Payments | 0 | (2.7) |
Ending balance | $ 38.5 | $ 49.4 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization - Narrative (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Aug. 20, 2018 | Mar. 08, 2017 | |
Transfers and Servicing [Abstract] | |||||
Investment limit | $ 125,000,000 | $ 100,000,000 | |||
Amount drawn on investment limit | $ 0 | $ 0 | |||
Proceeds from accounts receivable securitization | 302,500,000 | $ 276,700,000 | |||
Cash collection | 302,900,000 | 259,300,000 | |||
Outstanding principal on receivables sold under securitization | 173,300,000 | $ 173,700,000 | |||
Accounts receivable securitization, program costs | $ 300,000 | $ 800,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 411 | $ 895.3 | $ 438.7 | $ 405.6 |
Restricted cash recorded in prepaid expenses and other current assets | 52.3 | 70.1 | 64.6 | 62.3 |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 463.3 | $ 965.4 | $ 503.3 | $ 467.9 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Non Cash Investing and Financing Activities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash paid for: | ||
Interest | $ 37.9 | $ 39.4 |
Income taxes | 11.3 | 10.6 |
Non-cash investing/financing activities: | ||
Property and equipment acquired through capital leases | 1.8 | 0.7 |
Deferred and contingent acquisition payment obligations | 8.6 | 0 |
Increase (decrease) in beneficial interest in a securitization | $ 7.5 | $ (3.9) |
Uncategorized Items - cwk-20190
Label | Element | Value |
Accounting Standards Update 2018-07 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Accounting Standards Update 2018-07 [Member] | Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,200,000) |
Accounting Standards Update 2018-07 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,200,000 |