Financial Data and Key Metrics Changes - The company reported fee revenue of $1.3 billion for Q1 2021, down 1% year-over-year, but ahead of expectations [7] - Adjusted EBITDA was $100 million, up 38% compared to the prior year, reflecting significant cost savings [7][22] - Adjusted EBITDA margin expanded by 215 basis points to 7.5% [22] Business Line Data and Key Metrics Changes - Brokerage revenue decreased by 7%, with leasing down 5% and capital markets down 10% year-over-year [8][24] - PM/FM service lines saw a 2% increase, with facility services up 7% due to demand for COVID-related cleaning services [23] - The industrial sector continued to show strength, benefiting from the shift to online shopping [10][24] Market Data and Key Metrics Changes - Revenue in the Americas was up 1%, driven by an 8% increase in PM/FM service line [27] - EMEA and APAC regions both saw a 5% decline overall, with PM/FM down 9% in both segments [27] - APAC experienced positive growth of 2%, primarily due to leasing activity in China and Hong Kong [27] Company Strategy and Development Direction - The company aims to optimize its operating model, targeting an additional $125 million in permanent savings for 2021 [18][29] - Focus on in-fill M&A opportunities to enhance service offerings globally, with over $2 billion in available capital for acquisitions [21][31] - The company is positioned to benefit from the recovery in the office sector, with expectations of a full recovery over time [13][19] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about the recovery pace, driven by the vaccine rollout and increased tenant tour activity [42][58] - The outlook for brokerage revenue is expected to improve compared to 2020, but not to reach 2019 levels in 2021 [30] - The company anticipates a stabilization of markets and incremental improvement across service lines [75] Other Important Information - The company achieved $60 million in savings during Q1 2021, with half being permanent reductions [28] - The company is actively exploring in-fill M&A opportunities to enhance its portfolio of services globally [31] Q&A Session Summary Question: How should we think about the savings and headwinds for the year? - Management clarified that the $60 million in savings for Q1 includes both permanent and temporary savings, with a $50 million headwind related to bonuses expected later in the year [33] Question: What is the outlook for transactional activity for the rest of the year? - Management noted an acceleration in the pace of recovery due to the vaccine rollout, leading to increased optimism for 2021 [42] Question: Where has the company gained market share during the pandemic? - Management indicated significant gains in the global capital markets and corporate outsourcing sectors [47] Question: What are the strategic priorities for the company post-COVID? - Management emphasized in-fill M&A, operational efficiency, and leveraging technology as key strategic priorities [36][38] Question: What is the environment for recruiting fee earners now? - Management expects an active market for recruiting fee earners as the recovery progresses, focusing on specific verticals [66] Question: What is the company's approach to M&A and target mix? - Management highlighted a targeted approach to M&A, focusing on five verticals with high growth potential [70]

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements and related notes for the period [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and liabilities slightly decreased while total equity attributable to the Company increased Condensed Consolidated Balance Sheets | Metric (in millions) | March 31, 2021 | December 31, 2020 | | :------------------- | :------------- | :---------------- | | Total Assets | $7,130.8 | $7,337.9 | | Total Liabilities | $6,024.0 | $6,242.3 | | Total Equity | $1,106.8 | $1,095.6 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company significantly reduced its net loss and operating loss despite a slight increase in revenue Condensed Consolidated Statements of Operations | Metric (in millions, except per share data) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Revenue | $1,923.8 | $1,895.4 | | Total costs and expenses | $1,931.0 | $1,980.9 | | Operating loss | $(7.2) | $(85.5) | | Net loss | $(17.2) | $(55.1) | | Basic and diluted loss per share | $(0.08) | $(0.25) | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The company shifted from a comprehensive loss to a comprehensive income, driven by hedge gains and reduced currency losses Condensed Consolidated Statements of Comprehensive Income (Loss) | Metric (in millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(17.2) | $(55.1) | | Total other comprehensive income (loss) | $25.2 | $(154.0) | | Total comprehensive income (loss) | $8.0 | $(209.1) | [Condensed Consolidated Statements of Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Total equity increased due to unrealized gains on hedging instruments and stock-based compensation, despite a net loss Condensed Consolidated Statements of Equity | Metric (in millions) | December 31, 2020 | March 31, 2021 | | :------------------------------------------------- | :---------------- | :------------- | | Total Equity Attributable to the Company (Balance) | $1,094.7 | $1,105.9 | | Net loss | $(17.2) | $(17.2) | | Stock-based compensation | $7.2 | $7.2 | | Unrealized gain on hedging instruments | $28.5 | $28.5 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash used in operating, investing, and financing activities was significantly reduced in Q1 2021 compared to Q1 2020 Condensed Consolidated Statements of Cash Flows | Metric (in millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(16.4) | $(249.9) | | Net cash used in investing activities | $(28.8) | $(131.4) | | Net cash used in financing activities | $(13.6) | $(23.9) | | Change in cash, cash equivalents and restricted cash | $(58.8) | $(405.2) | | Cash, cash equivalents and restricted cash, end of period | $1,101.8 | $450.6 | [Notes to the Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes detail accounting policies, segment performance, revenue recognition, and other key financial disclosures [Note 1: Basis of Presentation](index=8&type=section&id=Note%201%3A%20Basis%20of%20Presentation) The unaudited financial statements are prepared under U.S. GAAP and are not indicative of full-year performance - Interim financial statements are **unaudited** and prepared under U.S. GAAP, with results for the three months ended March 31, 2021, not necessarily indicative of the full year due to seasonality[18](index=18&type=chunk)[20](index=20&type=chunk) [Note 2: New Accounting Standards](index=8&type=section&id=Note%202%3A%20New%20Accounting%20Standards) The company adopted new standards for credit losses, hedging, and income taxes with immaterial financial impact - Adopted Topic 326 (CECL) on January 1, 2020, replacing the incurred loss methodology with expected credit losses, resulting in an **immaterial cumulative-effect adjustment** to Accumulated deficit[22](index=22&type=chunk)[24](index=24&type=chunk) - Applied ASU 2020-04 and ASU 2021-01 (Reference Rate Reform) for derivatives and hedging, preserving derivative presentation with **no financial statement impact**[26](index=26&type=chunk)[27](index=27&type=chunk) - Adopted ASU No. 2019-12 (Income Taxes) effective July 1, 2020, with an **immaterial impact**[28](index=28&type=chunk) [Note 3: Segment Data](index=9&type=section&id=Note%203%3A%20Segment%20Data) Total revenue increased slightly year-over-year, while Adjusted EBITDA saw significant growth across all segments Segment Revenue and Adjusted EBITDA | Metric | 2021 (in millions) | 2020 (in millions) | % Change | | :---------------- | :----------------- | :----------------- | :------- | | **Total Revenue** | | | | | Americas | $1,424.9 | $1,394.8 | 2 % | | EMEA | $223.9 | $210.0 | 7 % | | APAC | $275.0 | $290.6 | (5)% | | Total Revenue | $1,923.8 | $1,895.4 | 1 % | | **Adjusted EBITDA** | | | | | Americas | $77.8 | $64.1 | 21 % | | EMEA | $2.4 | $(3.4) | 171 % | | APAC | $19.5 | $9.6 | 103 % | - **Adjusted EBITDA** is the primary profitability metric for segment performance, excluding integration, pre-IPO stock-based compensation, acquisition costs, and non-cash effects[30](index=30&type=chunk) [Note 4: Earnings Per Share](index=10&type=section&id=Note%204%3A%20Earnings%20Per%20Share) Basic and diluted loss per share significantly improved as all potentially dilutive shares were anti-dilutive Earnings Per Share | Metric (in millions, except per share amounts) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss attributable to shareholders | $(17.2) | $(55.1) | | Weighted average shares outstanding | 222.3 | 219.9 | | Basic and diluted loss per share | $(0.08) | $(0.25) | - Potentially dilutive securities (**1.6 million in 2021**, 3.9 million in 2020) were excluded from diluted EPS calculation as their effect would have been anti-dilutive[36](index=36&type=chunk) [Note 5: Revenue](index=11&type=section&id=Note%205%3A%20Revenue) Revenue is disaggregated by segment and service line, with Property, facilities and project management being the largest contributor - Revenue is recognized net of taxes upon transfer of control of promised services, across Property, facilities and project management, Leasing, Capital markets, and Valuation and other service lines[39](index=39&type=chunk) - Contract assets were **$250.4 million** (March 31, 2021) and $247.6 million (December 31, 2020), while contract liabilities were **$40.9 million** (March 31, 2021) and $42.8 million (December 31, 2020)[43](index=43&type=chunk)[44](index=44&type=chunk) Revenue by Service Line (Three Months Ended March 31, 2021, in millions) | Service Line | Revenue Recognition Timing | Americas | EMEA | APAC | Total | | :---------------------------------- | :------------------------- | :---------- | :------ | :------ | :-------- | | Property, facilities and project management | Over time | $1,030.9 | $114.0 | $205.3 | $1,350.2 | | Leasing | At a point in time | $222.8 | $42.6 | $29.4 | $294.8 | | Capital markets | At a point in time | $133.8 | $22.3 | $10.7 | $166.8 | | Valuation and other | At a point in time or over time | $37.4 | $45.0 | $29.6 | $112.0 | | **Total Revenue** | | **$1,424.9**| **$223.9**| **$275.0**| **$1,923.8**| [Note 6: Goodwill and Other Intangible Assets](index=12&type=section&id=Note%206%3A%20Goodwill%20and%20Other%20Intangible%20Assets) Goodwill and intangible assets slightly decreased due to foreign exchange movements, with no impairment recorded - Goodwill decreased by **$6.8 million** due to foreign exchange rate movements, and **no impairment** of goodwill or other intangible assets was recorded for the three months ended March 31, 2021 and 2020[48](index=48&type=chunk)[49](index=49&type=chunk) Goodwill and Intangible Assets | Metric (in millions) | March 31, 2021 | December 31, 2020 | | :------------------- | :------------- | :---------------- | | Goodwill | $2,091.7 | $2,098.0 | | Intangible assets, net | $972.7 | $991.2 | Intangible Assets (in millions) | Asset Type | Useful Life (years) | Gross Value (Mar 31, 2021) | Net Value (Mar 31, 2021) | | :-------------------- | :------------------ | :------------------------- | :----------------------- | | C&W trade name | Indefinite | $546.0 | $546.0 | | Customer relationships | 1 - 15 | $1,387.8 | $419.5 | | Other intangible assets | 2 - 13 | $17.4 | $7.2 | | **Total** | | **$1,951.2** | **$972.7** | [Note 7: Derivative Financial Instruments and Hedging Activities](index=12&type=section&id=Note%207%3A%20Derivative%20Financial%20Instruments%20and%20Hedging%20Activities) The company uses interest rate swaps and foreign currency forwards to mitigate market risks - The company uses five interest rate swap agreements as cash flow hedges, expiring in August 2025, to manage interest rate risk on floating rate borrowings[54](index=54&type=chunk) - Pre-tax losses of **$120.6 million** (March 31, 2021) related to interest rate swaps are in Accumulated other comprehensive loss, with an estimated **$40.4 million** to be reclassified to Interest expense in the next twelve months[55](index=55&type=chunk) - Short-term foreign currency forward contracts are used to mitigate foreign exchange fluctuations, with fair value changes recorded directly in earnings (**losses of $0.2 million in Q1 2021**)[56](index=56&type=chunk) Fair Value of Derivatives (in millions) | Derivative Instrument | Notional (Mar 31, 2021) | Fair Value Liabilities (Mar 31, 2021) | | :------------------------------- | :---------------------- | :------------------------------------ | | Interest rate swaps | $1,708.3 | $123.9 | | Foreign currency forward contracts | $617.3 | $0.3 | [Note 8: Long-term Debt and Other Borrowings](index=15&type=section&id=Note%208%3A%20Long-term%20Debt%20and%20Other%20Borrowings) The company's long-term debt primarily consists of a first lien loan and senior secured notes, with all covenants met - The 2018 First Lien Loan (matures August 21, 2025) has an effective interest rate of **3.2%** as of March 31, 2021, and the **$1.0 billion Revolver was undrawn**[65](index=65&type=chunk)[67](index=67&type=chunk) - The 2020 Senior Secured Notes ($650.0 million, due May 15, 2028) bear a fixed interest rate of **6.75%** (effective rate 6.8% as of March 31, 2021)[70](index=70&type=chunk) Long-term Debt (in millions) | Debt Type | March 31, 2021 | December 31, 2020 | | :------------------------- | :------------- | :---------------- | | 2018 First Lien Loan | $2,608.7 | $2,613.7 | | 2020 Senior Secured Notes | $639.7 | $639.4 | | Finance lease liability | $18.6 | $19.0 | | Notes payable to former stockholders | $0.3 | $0.3 | | **Total long-term debt** | **$3,267.3** | **$3,272.4** | | Less: current portion | $(36.8) | $(36.7) | | **Total non-current long-term debt** | **$3,230.5** | **$3,235.7** | [Note 9: Stock-based Payments](index=16&type=section&id=Note%209%3A%20Stock-based%20Payments) The company granted new time-based and performance-based RSUs in Q1 2021, with total compensation cost decreasing Restricted Stock Units (RSUs) Activity (in millions) | Metric | Time-Based RSUs (Number) | Performance-Based RSUs (Number) | | :------------------------- | :----------------------- | :------------------------------ | | Unvested as of Dec 31, 2020 | 4.1 | 1.5 | | Granted | 2.7 | 1.0 | | Vested | (1.2) | — | | Forfeited | (0.1) | (0.0) | | Unvested as of Mar 31, 2021 | 5.5 | 2.5 | Total RSU Stock-based Compensation Cost (in millions) | Period | 2021 | 2020 | | :-------------------------- | :--- | :--- | | Three Months Ended March 31 | $7.2 | $11.7 | | Unrecognized at March 31, 2021 | $66.9 | | [Note 10: Restructuring](index=16&type=section&id=Note%2010%3A%20Restructuring) Restructuring charges for operating efficiency initiatives decreased in Q1 2021, with additional charges expected - Restructuring charges were **$8.5 million for Q1 2021**, a decrease from $23.3 million in Q1 2020, reflecting ongoing operating efficiency initiatives[73](index=73&type=chunk) - The company expects to incur **$25.0 million to $35.0 million** of incremental charges in 2021 for expanding operating efficiency initiatives[73](index=73&type=chunk) Severance and Employment-Related Restructuring Activity (in millions) | Metric | March 31, 2021 | | :-------------------------- | :------------- | | Balance as of Dec 31, 2020 | $10.8 | | Total Restructuring Charges | $8.5 | | Total Payments and Other | $(10.1) | | Balance as of Mar 31, 2021 | $9.2 | [Note 11: Commitments and Contingencies](index=17&type=section&id=Note%2011%3A%20Commitments%20and%20Contingencies) The company holds guarantees with remote non-performance risk and maintains reserves for various contingent liabilities - Guarantees under client service contracts have maximum potential future payments of **$51.6 million**, but non-performance is considered remote[79](index=79&type=chunk) Contingent Liabilities (in millions) | Liability Type | March 31, 2021 | December 31, 2020 | | :------------------------- | :------------- | :---------------- | | Other current liabilities | $101.7 | $91.7 | | Other non-current liabilities | $22.3 | $21.0 | | E&O and other claims | $42.7 | $39.5 | | Workers' compensation liabilities | $81.3 | $73.2 | [Note 12: Related Party Transactions](index=18&type=section&id=Note%2012%3A%20Related%20Party%20Transactions) Receivables from affiliates, primarily for prepaid commissions and employee advances, increased during the quarter Receivables from Affiliates (in millions) | Category | March 31, 2021 | December 31, 2020 | | :------------------- | :------------- | :---------------- | | Other current assets | $40.9 | $34.4 | | Other non-current assets | $196.6 | $187.8 | [Note 13: Fair Value Measurements](index=18&type=section&id=Note%2013%3A%20Fair%20Value%20Measurements) The company measures certain financial instruments at fair value using a three-level hierarchy - Fair value measurements are categorized into **Level 1** (quoted prices), **Level 2** (observable inputs), and **Level 3** (unobservable inputs), with no significant changes in valuation techniques[85](index=85&type=chunk)[86](index=86&type=chunk) Fair Value of Assets (March 31, 2021, in millions) | Asset Type | Total | Level 1 | Level 2 | Level 3 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Cash equivalents - money market funds | $448.4 | $448.4 | — | — | | Deferred compensation plan assets | $49.4 | $49.4 | — | — | | Foreign currency forward contracts | $1.5 | — | $1.5 | — | | Deferred purchase price receivable | $171.9 | — | — | $171.9 | | **Total Assets** | **$671.2**| **$497.8**| **$1.5** | **$171.9**| Fair Value of Liabilities (March 31, 2021, in millions) | Liability Type | Total | Level 1 | Level 2 | Level 3 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Deferred compensation plan liabilities | $44.2 | $44.2 | — | — | | Foreign currency forward contracts | $0.3 | — | $0.3 | — | | Interest rate swap agreements | $123.9 | — | $123.9 | — | | Earn-out liabilities | $20.3 | — | — | $20.3 | | **Total Liabilities** | **$188.7**| **$44.2**| **$124.2**| **$20.3**| [Note 14: Accounts Receivable Securitization](index=20&type=section&id=Note%2014%3A%20Accounts%20Receivable%20Securitization) The company sells trade receivables under a securitization facility with no outstanding balance drawn on the investment limit - The A/R Securitization has an investment limit of **$125.0 million** and a termination date of August 20, 2022, with **no outstanding balance drawn** as of March 31, 2021[103](index=103&type=chunk) - Receivables sold under the A/R securitization were **$320.2 million in Q1 2021** (vs $299.8 million in Q1 2020), and cash collections were **$315.0 million** (vs $307.3 million in Q1 2020)[106](index=106&type=chunk) - The outstanding principal on receivables sold was **$184.6 million** as of March 31, 2021 (vs $179.4 million as of December 31, 2020)[106](index=106&type=chunk) [Note 15: Supplemental Cash Flow Information](index=21&type=section&id=Note%2015%3A%20Supplemental%20Cash%20Flow%20Information) This note reconciles cash balances and details supplemental cash flow and non-cash investing and financing activities Reconciliation of Cash, Cash Equivalents and Restricted Cash (in millions) | Metric | March 31, 2021 | March 31, 2020 | | :------------------------------------------ | :------------- | :------------- | | Total cash, cash equivalents and restricted cash, beginning of period | $1,164.1 | $872.3 | | Total cash, cash equivalents and restricted cash, end of period | $1,101.8 | $450.6 | Supplemental Cash Flows (in millions) | Cash paid for: | 2021 | 2020 | | :------------- | :---- | :---- | | Interest | $30.5 | $31.0 | | Income taxes | $11.3 | $20.0 | | Operating leases | $35.9 | $37.5 | **Non-cash investing/financing activities:** | Property and equipment acquired through capital leases | $2.8 | $2.2 | | Deferred and contingent acquisition payment obligations | — | $32.3 | | Right of use assets acquired through operating leases | $7.6 | $17.6 | [Note 16: Subsequent Events](index=21&type=section&id=Note%2016%3A%20Subsequent%20Events) The company evaluated subsequent events and determined there were no material events to disclose - **No material subsequent events** were identified through May 6, 2021, the date of financial statement issuance[109](index=109&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, including COVID-19 impacts, strategic initiatives, and liquidity [Overview](index=22&type=section&id=Overview) The company is a global commercial real estate firm that has maintained sufficient liquidity while navigating the COVID-19 pandemic - Cushman & Wakefield is a leading global commercial real estate services firm with approximately **50,000 employees**, operating over **400 offices in 60 countries**[113](index=113&type=chunk) - The COVID-19 pandemic poses significant risks, but the company has implemented business continuity plans and maintained sufficient liquidity of approximately **$2.0 billion** as of March 31, 2021[114](index=114&type=chunk)[115](index=115&type=chunk) [Critical Accounting Policies](index=23&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies, which involve significant estimates, have not materially changed - Financial statements are prepared in accordance with U.S. GAAP, involving estimates and assumptions, with **no material changes** to critical accounting policies as of March 31, 2021[118](index=118&type=chunk) [Recently Issued Accounting Pronouncements](index=23&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section reiterates the adoption of new accounting standards with immaterial impacts on financial statements - The company adopted new accounting standards for CECL, Derivatives and Hedging (Reference Rate Reform), and Income Taxes, as discussed in Note 2, with **immaterial impacts** to financial statements[119](index=119&type=chunk)[120](index=120&type=chunk)[123](index=123&type=chunk)[126](index=126&type=chunk) [Items Affecting Comparability](index=24&type=section&id=Items%20Affecting%20Comparability) Financial results are affected by macroeconomic conditions, acquisitions, seasonality, and foreign currency fluctuations - Results are significantly impacted by macroeconomic conditions, acquisitions, **seasonality (Q4 typically highest revenue)**, and foreign currency fluctuations from international operations[128](index=128&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[133](index=133&type=chunk) - The company's operating model partially mitigates negative market effects through **variable compensation expenses**[129](index=129&type=chunk) - Year-over-year changes in non-GAAP measures are presented in **'local currency'** to exclude foreign exchange rate fluctuations and improve comparability[134](index=134&type=chunk)[136](index=136&type=chunk) [Key Performance Measures](index=25&type=section&id=Key%20Performance%20Measures) Management uses several non-GAAP measures, including Adjusted EBITDA and local currency changes, to evaluate performance - Key performance measures include Segment operating expenses, Fee-based operating expenses, **Adjusted EBITDA**, **Adjusted EBITDA margin**, and **local currency**[137](index=137&type=chunk) - **Adjusted EBITDA** is the primary measure of segment profitability, excluding integration, pre-IPO stock-based compensation, acquisition costs, and non-cash effects[143](index=143&type=chunk) - **Local currency** changes are calculated by holding foreign exchange rates constant to provide visibility into business performance excluding currency fluctuations[144](index=144&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Revenue increased slightly due to Property management, while net loss decreased and Adjusted EBITDA grew significantly - Revenue growth in **Property, facilities and project management** ($36.0 million) offset declines in **Leasing** ($10.1 million) and **Capital markets** ($15.7 million) due to COVID-19[151](index=151&type=chunk) - **Adjusted EBITDA increased by $29.4 million** or 38% on a local currency basis, driven by cost reduction actions and operating efficiency initiatives[161](index=161&type=chunk) Consolidated Results of Operations (Three Months Ended March 31, in millions) | Metric | 2021 | 2020 | % Change in USD | % Change in Local Currency | | :------------------------------------ | :-------- | :-------- | :-------------- | :------------------------- | | Total revenue | $1,923.8 | $1,895.4 | 1 % | (1)% | | Total costs and expenses | $1,931.0 | $1,980.9 | (3)% | (5)% | | Operating loss | $(7.2) | $(85.5) | (92)% | (92)% | | Net loss | $(17.2) | $(55.1) | (69)% | (73)% | | Adjusted EBITDA | $99.7 | $70.3 | 42 % | 38 % | | Adjusted EBITDA margin | 7.5 % | 5.3 % | | | [Americas Results](index=29&type=section&id=Americas%20Results) Americas revenue grew 2%, driven by Property management, while Adjusted EBITDA increased significantly due to cost savings - Americas **Adjusted EBITDA was $77.8 million**, an increase of $13.7 million or **21% on a local currency basis**[169](index=169&type=chunk) - Fee-based operating expenses **decreased by 1%** on a local currency basis due to cost savings and operating efficiency initiatives[169](index=169&type=chunk) Americas Revenue (Three Months Ended March 31, in millions) | Service Line | 2021 | 2020 | % Change in USD | % Change in Local Currency | | :---------------------------------- | :-------- | :-------- | :-------------- | :------------------------- | | Property, facilities and project management | $540.8 | $501.8 | 8 % | 8 % | | Leasing | $219.7 | $238.1 | (8)% | (8)% | | Capital markets | $133.4 | $146.5 | (9)% | (9)% | | Valuation and other | $37.3 | $38.8 | (4)% | (3)% | | Total service line fee revenue | $931.2 | $925.2 | 1 % | 1 % | | Gross contract reimbursables | $493.7 | $469.6 | 5 % | 5 % | | **Total revenue** | **$1,424.9**| **$1,394.8**| **2 %** | **2 %** | [EMEA Results](index=30&type=section&id=EMEA%20Results) EMEA revenue declined 1% in local currency, but Adjusted EBITDA improved significantly from a loss to a gain due to cost savings - EMEA **Adjusted EBITDA was $2.4 million**, an increase of $5.8 million or **200% on a local currency basis**, primarily due to cost savings actions[172](index=172&type=chunk) - Fee-based operating expenses **decreased by 7%** on a local currency basis, reflecting lower service line fee revenue and cost savings[172](index=172&type=chunk) EMEA Revenue (Three Months Ended March 31, in millions) | Service Line | 2021 | 2020 | % Change in USD | % Change in Local Currency | | :---------------------------------- | :------ | :------ | :-------------- | :------------------------- | | Property, facilities and project management | $83.7 | $84.9 | (1)% | (9)% | | Leasing | $42.6 | $40.8 | 4 % | (3)% | | Capital markets | $22.3 | $21.6 | 3 % | (5)% | | Valuation and other | $44.5 | $40.2 | 11 % | 2 % | | Total service line fee revenue | $193.1 | $187.5 | 3 % | (5)% | | Gross contract reimbursables | $30.8 | $22.5 | 37 % | 29 % | | **Total revenue** | **$223.9**| **$210.0**| **7 %** | **(1)%** | [APAC Results](index=32&type=section&id=APAC%20Results) APAC revenue declined 13% in local currency, but Adjusted EBITDA grew significantly due to cost savings and growth in certain services - APAC **Adjusted EBITDA was $19.5 million**, an increase of $9.9 million or **80% on a local currency basis**, driven by cost savings and higher Leasing and Valuation revenue[176](index=176&type=chunk) - Fee-based operating expenses **decreased by 9%** on a local currency basis due to lower service line revenue and cost savings[176](index=176&type=chunk) APAC Revenue (Three Months Ended March 31, in millions) | Service Line | 2021 | 2020 | % Change in USD | % Change in Local Currency | | :---------------------------------- | :------ | :------ | :-------------- | :------------------------- | | Property, facilities and project management | $143.6 | $145.4 | (1)% | (9)% | | Leasing | $29.4 | $22.9 | 28 % | 20 % | | Capital markets | $10.7 | $14.0 | (24)% | (27)% | | Valuation and other | $29.6 | $25.4 | 17 % | 9 % | | Total service line fee revenue | $213.3 | $207.7 | 3 % | (5)% | | Gross contract reimbursables | $61.7 | $82.9 | (26)% | (34)% | | **Total revenue** | **$275.0**| **$290.6**| **(5)%** | **(13)%** | [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity, with cash used in operations decreasing significantly year-over-year - As of March 31, 2021, the company had **$2.0 billion of liquidity**, comprising **$1.0 billion cash** on hand and an undrawn **$1.0 billion revolving credit facility**[178](index=178&type=chunk) - Net debt increased by approximately **$54.5 million** from December 31, 2020, primarily due to normal annual bonus payments and funding of strategic initiatives[180](index=180&type=chunk) - The 2018 First Lien Loan (**$2.6 billion outstanding**) and 2020 Senior Secured Notes (**$639.7 million outstanding**) form the core of the company's debt structure[180](index=180&type=chunk)[190](index=190&type=chunk)[195](index=195&type=chunk) Historical Cash Flows (Three Months Ended March 31, in millions) | Activity | 2021 | 2020 | | :---------------------------------------- | :-------- | :-------- | | Net cash used in operating activities | $(16.4) | $(249.9) | | Net cash used in investing activities | $(28.8) | $(131.4) | | Net cash used in financing activities | $(13.6) | $(23.9) | | Total change in cash, cash equivalents and restricted cash | $(62.3) | $(421.7) | [Cautionary Note Regarding Forward-Looking Statements](index=34&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) The report contains forward-looking statements subject to various risks and uncertainties, including COVID-19 impacts - Forward-looking statements are subject to risks including economic disruptions, the **impact of COVID-19**, competition, geopolitical risks, and foreign currency volatility[198](index=198&type=chunk)[200](index=200&type=chunk) - Other risks include operating restrictions from debt agreements, substantial indebtedness, potential litigation, and fluctuations in real estate prices and interest rates[200](index=200&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rates and foreign exchange, which are managed through derivatives - Principal market risks are **interest rates** on debt obligations and **foreign exchange risk**[204](index=204&type=chunk) - Risks are managed using derivative financial instruments for risk management, **not speculation**[205](index=205&type=chunk) - Interest rate risk on the 2018 First Lien Loan is managed through **interest rate derivative agreements** to hedge the variability of future interest payments[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) - Foreign exchange risk is managed by establishing local operations, invoicing in local currency, and using **foreign currency forward contracts**[209](index=209&type=chunk)[210](index=210&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes in internal control - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were **effective** as of March 31, 2021[214](index=214&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter ended March 31, 2021[215](index=215&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various claims and litigation arising in the normal course of business - The company is party to pending or threatened lawsuits arising from ordinary business, with details referenced in **Note 11: Commitments and Contingencies**[216](index=216&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were disclosed compared to the company's 2020 Annual Report on Form 10-K - **No material changes** to risk factors were disclosed compared to the Annual Report on Form 10-K for the year ended December 31, 2020[218](index=218&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The company uses various channels, including its website and social media, to disseminate material information - Cushman & Wakefield disseminates material information through its website, press releases, SEC filings, blogs, and social media to ensure **broad public distribution**[219](index=219&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including CEO/CFO certifications and XBRL data files - Exhibits include certifications by the Chief Executive Officer and Chief Financial Officer and various **XBRL taxonomy documents**[223](index=223&type=chunk) [Signatures](index=38&type=section&id=Signatures) The report is duly signed by the company's Chief Financial Officer and Global Controller - The report is signed by Neil Johnston, Chief Financial Officer, and Len Texter, Senior Vice President and Global Controller, on **May 6, 2021**[225](index=225&type=chunk)

Cushman & Wakefield plc (NYSE:CWK) Q4 2020 Earnings Conference Call February 25, 2021 5:00 PM ET Company Participants Len Texter - IR Brett White - Executive Chairman and CEO Duncan Palmer - CFO Kevin Thorpe - Chief Economist Conference Call Participants Anthony Paolone - JPMorgan Stephen Sheldon - Morgan Stanley Vikram Malhotra - Morgan Stanley Michael Funk - Bank of America Merrill Lynch Richard Skidmore - Goldman Sachs Patrick O'Shaughnessy - Raymond James Operator Welcome to the Cushman & Wakefield Four ...

| --- | --- | --- | |--------------------------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CUSHMAN & WAKEFIELD | | | | Q4 EARNINGS PRESENTATION | | | | | | | | FEBRUARY 25, 2021 | | | | | | | CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS All statements in this presentation (and oral statements made regarding the subjects of this presentation) other than historical facts are forward-looking statements, which rely on a number of estimates, projections and assumptions concerning ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . | --- | --- | --- | --- | --- | |-------------------------------------------------------------------------------------------------------------------------------------- ...

Cushman & Wakefield plc (NYSE:CWK) Q3 2020 Earnings Conference Call November 5, 2020 5:00 PM ET Company Participants Len Texter - Global Controller, Head of Investor Relations Brett White - Executive Chairman & Chief Executive Officer Duncan Palmer - Executive Vice President & Chief Financial Officer Conference Call Participants Anthony Paolone - JPMorgan Doug Harter - Credit Suisse Michael Funk - Bank of America Josh Lamers - William Blair Patrick O'Shaughnessy - Raymond James Operator Greetings. Welcome ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _______________ to _______________ Commission File Number 001-38611 Cushman & Wakefield plc (Exact name of Registrant as specified in its charter) England and Wale ...

| --- | --- | --- | --- | |-------|-------|-------|-------| | | | | | | | | | | | | | | | Cautionary Note on Forward-Looking Statements All statements in this presentation (and oral statements made regarding the subjects of this presentation) other than historical facts are forward-looking statements, which rely on a number of estimates, projections and assumptions concerning future events. Such statements are also subject to a number of uncertainties and factors outside Cushman & Wakefield's control. Such ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _______________ to _______________ Commission File Number 001-38611 Cushman & Wakefield plc (Exact name of Registrant as specified in its charter) England and Wales 98- ...

PART I - FINANCIAL INFORMATION This section provides the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the first quarter [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited Condensed Consolidated Financial Statements for Q1 2020 and 2019, detailing financial position, performance, and cash flows [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2020, shows a decrease in total assets to **$6.62 billion** and total equity to **$1.08 billion** from year-end 2019 Balance Sheet Comparison (in millions) | Account | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $2,218.5 | $2,860.8 | | **Total Assets** | $6,619.4 | $7,163.4 | | **Total Current Liabilities** | $1,983.9 | $2,322.6 | | **Total Liabilities** | $5,535.0 | $5,862.1 | | **Total Equity** | $1,084.4 | $1,301.3 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2020, the company reported a net loss of **$55.1 million**, significantly wider than the **$20.9 million** loss in Q1 2019, driven by increased costs despite flat revenue Q1 2020 vs. Q1 2019 Statement of Operations (in millions, except per share data) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Revenue | $1,895.4 | $1,903.0 | | Operating Loss | $(85.5) | $(26.0) | | Net Loss | $(55.1) | $(20.9) | | Diluted Loss Per Share | $(0.25) | $(0.10) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$249.9 million** in Q1 2020, while net cash used in investing activities decreased to **$131.4 million** Cash Flow Summary (in millions) | Cash Flow Activity | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | $(249.9) | $(214.9) | | Net cash used in investing activities | $(131.4) | $(275.9) | | Net cash used in financing activities | $(23.9) | $(12.0) | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, segment performance, debt, restructuring charges, and the **$36.9 million** gain from the China joint venture formation - The company adopted the new **CECL accounting standard** (Topic 326) on January 1, 2020, with an immaterial cumulative-effect adjustment to retained earnings[26](index=26&type=chunk) Q1 2020 Segment Performance (in millions) | Segment | Revenue | % Change (USD) | Adjusted EBITDA | % Change (USD) | | :--- | :--- | :--- | :--- | :--- | | Americas | $1,394.8 | 4% | $64.1 | (9)% | | EMEA | $210.0 | 4% | $(3.4) | (1,600)% | | APAC | $290.6 | (18)% | $9.6 | (48)% | - In February 2020, the company initiated operating efficiency measures, resulting in **$23.3 million** of restructuring charges in Q1, primarily for severance and employment-related costs[78](index=78&type=chunk) - On January 6, 2020, the company formed a joint venture with Vanke Service in China, recognizing a gain of **$36.9 million** upon its formation[85](index=85&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant negative impact of the COVID-19 pandemic on operations, particularly the decline in transaction-based services, leading to a wider net loss and a **20%** drop in Adjusted EBITDA, while confirming **$1.4 billion** in liquidity [Impact of COVID-19](index=27&type=section&id=Impact%20of%20COVID-19) The COVID-19 pandemic significantly impacted operations, particularly transaction-related brokerage services in March 2020, though the company maintains sufficient liquidity - In March 2020 compared to March 2019, Leasing fee activity declined by **28%** and Capital markets by **13%**; in contrast, Property, facilities and project management and Valuation and other services grew by **4%** and **5%**, respectively[119](index=119&type=chunk) - As of March 31, 2020, the company had approximately **$1.4 billion** in liquidity, comprising **$379.5 million** in cash and a **$1.0 billion** undrawn revolving credit facility[120](index=120&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Q1 2020 saw flat total revenue but a **4%** decline in service line fee revenue, leading to a net loss of **$55.1 million** and a **20%** decrease in Adjusted EBITDA Q1 2020 vs. Q1 2019 Key Metrics (in millions) | Metric | Q1 2020 | Q1 2019 | % Change (USD) | | :--- | :--- | :--- | :--- | | Total Service Line Fee Revenue | $1,320.4 | $1,372.0 | (4)% | | Net Loss | $(55.1) | $(20.9) | (164)% | | Adjusted EBITDA | $70.3 | $88.4 | (20)% | - The decline in brokerage activity was concentrated in March due to COVID-19, with Leasing and Capital markets down **28%** and **13%** respectively for the month, compared to March 2019[152](index=152&type=chunk) - Other income increased by **$38.5 million**, primarily due to a **$36.9 million** gain from the formation of the Cushman & Wakefield Vanke Service joint venture in China[162](index=162&type=chunk) [Segment Operations](index=36&type=section&id=Segment%20Operations) Americas revenue grew **4%** but Adjusted EBITDA fell **9%**, EMEA saw wider Adjusted EBITDA losses, and APAC was most impacted with revenue declining **18%** and Adjusted EBITDA falling **48%** Q1 2020 Segment Adjusted EBITDA (in millions) | Segment | Q1 2020 | Q1 2019 | % Change (USD) | | :--- | :--- | :--- | :--- | | Americas | $64.1 | $70.3 | (9)% | | EMEA | $(3.4) | $(0.2) | (1,600)% | | APAC | $9.6 | $18.3 | (48)% | [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position of **$1.4 billion** as of March 31, 2020, with net debt at **$2.2 billion**, and successfully refinanced its term loan to reduce interest costs - Total liquidity as of March 31, 2020 was **$1.4 billion**, consisting of **$379.5 million** cash on hand and an undrawn **$1.0 billion** revolving credit facility[191](index=191&type=chunk) - In January 2020, the company refinanced its term loan, reducing the applicable margin on LIBOR from **3.25%** to **2.75%**[202](index=202&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate fluctuations on variable-rate debt and foreign exchange risk, managed through derivative instruments - The company is exposed to interest rate volatility on its 2018 First Lien Loan, which bears interest at an annual rate of 1-month LIBOR plus **2.75%**[218](index=218&type=chunk)[219](index=219&type=chunk) - The company uses derivative financial instruments, such as interest rate hedges and foreign currency contracts, strictly for **risk management purposes**, not for speculation[217](index=217&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during Q1 2020 - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2020[226](index=226&type=chunk) - **No change** in internal control over financial reporting occurred during the quarter ended March 31, 2020, that has materially affected, or is reasonably likely to materially affect, internal controls[227](index=227&type=chunk) PART II - OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, and other disclosures [Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various pending or threatened lawsuits arising in the ordinary course of business, with further details in Note 11 - The company is party to a number of **pending or threatened lawsuits** arising from the ordinary course of its business, with more information available in Note 11[228](index=228&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section highlights the material adverse impact of the COVID-19 pandemic on business operations, particularly the decline in transaction-based services, with other risks consistent with the 2019 Annual Report - The global spread of the COVID-19 pandemic has created **significant volatility and economic disruption**, and the full extent of its impact on the business remains uncertain[230](index=230&type=chunk) - The pandemic has already had a significant negative effect, with Leasing fee activity declining **28%** and Capital markets activity declining **13%** in March 2020 compared to March 2019[230](index=230&type=chunk) [Other Information](index=46&type=section&id=Item%205.%20Other%20Information) The company disseminates material information to investors through various channels, including its website, press releases, and SEC filings - Cushman & Wakefield uses a **variety of channels**, including its website and social media, to announce material information to the public[233](index=233&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL interactive data files - The report includes an exhibit index listing all documents filed, such as **CEO and CFO certifications** pursuant to Sarbanes-Oxley Act Sections 302 and 906[235](index=235&type=chunk)