Jones Lang LaSalle(JLL) - 2024 Q3 - Quarterly Report

Part I. Financial Information Item 1. Consolidated Financial Statements This section presents the company's unaudited consolidated financial statements, including the Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, along with detailed notes providing additional context and disclosures for the periods ended September 30, 2024 and 2023 Balance Sheets as of September 30, 2024 and December 31, 2023 This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates | Metric | September 30, 2024 (Millions) | December 31, 2023 (Millions) | | :-------------------------------- | :---------------------------- | :--------------------------- | | Total Assets | $17,817.2 | $16,064.8 | | Total Liabilities | $11,048.2 | $9,654.9 | | Total Equity | $6,769.0 | $6,409.9 | | Warehouse receivables | $2,055.9 | $677.4 | | Commercial paper | $798.0 | $— | Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023 This section presents the company's financial performance, including revenue, operating income, and net income for the specified periods Consolidated Statements of Comprehensive Income (Three Months Ended September 30) | Metric | 2024 (Millions) | 2023 (Millions) | Change (%) | | :------------------------------------- | :-------------- | :-------------- | :--------- | | Revenue | $5,868.8 | $5,111.4 | 14.8% | | Operating Income | $228.3 | $119.1 | 91.7% | | Net Income Attributable to Common Shareholders | $155.1 | $59.7 | 159.8% | | Basic Earnings Per Common Share | $3.26 | $1.25 | 160.8% | | Diluted Earnings Per Common Share | $3.20 | $1.23 | 160.2% | Consolidated Statements of Comprehensive Income (Nine Months Ended September 30) | Metric | 2024 (Millions) | 2023 (Millions) | Change (%) | | :------------------------------------- | :-------------- | :-------------- | :--------- | | Revenue | $16,622.0 | $14,879.4 | 11.7% | | Operating Income | $494.9 | $286.1 | 73.0% | | Net Income Attributable to Common Shareholders | $305.6 | $53.0 | 476.6% | | Basic Earnings Per Common Share | $6.43 | $1.11 | 479.3% | | Diluted Earnings Per Common Share | $6.32 | $1.10 | 474.5% | Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2024 and 2023 This section details the changes in the company's equity, reflecting net income, stock repurchases, and other comprehensive income components - Total equity increased from $6,409.9 million as of December 31, 2023, to $6,769.0 million as of September 30, 20247 - Net income attributable to common shareholders for the nine months ended September 30, 2024, was $305.6 million6 - The company repurchased common stock totaling $60.4 million for the nine months ended September 30, 202410 - Foreign currency translation adjustments resulted in a $56.1 million income for the nine months ended September 30, 2024, compared to a $(22.1) million loss in the prior year6 Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 This section outlines the company's cash inflows and outflows from operating, investing, and financing activities for the specified periods Consolidated Statements of Cash Flows (Nine Months Ended September 30) | Cash Flow Activity | 2024 (Millions) | 2023 (Millions) | | :--------------------------------------- | :-------------- | :-------------- | | Net cash used in operating activities | $(142.0) | $(153.6) | | Net cash used in investing activities | $(219.0) | $(220.4) | | Net cash provided by financing activities | $349.0 | $231.2 | | Net change in cash, cash equivalents and restricted cash | $(13.8) | $(152.4) | | Cash, cash equivalents and restricted cash, end of period | $649.6 | $593.6 | Notes to Consolidated Financial Statements This section provides detailed disclosures and additional context for the figures presented in the consolidated financial statements Note 1. Interim Information This note provides context for the unaudited interim financial statements, highlighting the historical seasonality of revenue and profits, particularly in transaction-based activities, and the impact of incentive compensation accruals on quarterly fluctuations - Interim financial statements are unaudited and include normal recurring adjustments11 - Quarterly revenue and profits historically increase from quarter to quarter as the year progresses, driven by a focus on completing transactions by calendar year-end11 - Growth in Property Management, Workplace Management, and other annuity-based services has, to an extent, lessened seasonality11 - A significant portion of compensation and benefits expense is from incentive compensation plans, which can result in significant quarterly fluctuations11 Note 2. New Accounting Standards This note discusses recently issued accounting guidance, including ASU 2023-07 on Segment Reporting and ASU 2023-09 on Income Tax Disclosures, outlining their effective dates and expected impact on disclosures - ASU 2023-07, Segment Reporting, requires additional disclosures for reportable segments on an annual and interim basis, effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. No material impact on consolidated operating results or financial position is expected13 - ASU 2023-09, Income Taxes, enhances income tax disclosures, effective for annual periods beginning after December 15, 2024. The company is evaluating its effect13 Note 3. Revenue Recognition This note details the company's revenue recognition policies, specifically identifying revenue streams excluded from ASC Topic 606, and provides figures for contract assets and liabilities Revenue Excluded from Scope of ASC Topic 606 | Period | Three Months Ended Sep 30, 2024 (Millions) | Three Months Ended Sep 30, 2023 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Nine Months Ended Sep 30, 2023 (Millions) | | :----- | :--------------------------------------- | :--------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Revenue excluded from scope of ASC Topic 606 | $82.5 | $68.1 | $217.3 | $211.5 | Contract Assets and Liabilities | Metric | September 30, 2024 (Millions) | December 31, 2023 (Millions) | | :--------------------- | :---------------------------- | :--------------------------- | | Contract assets, net | $380.7 | $400.5 | | Contract liabilities | $145.9 | $166.2 | - The majority of contract liabilities are recognized as revenue within 90 days16 Note 4. Business Segments This note describes the company's five global business segments and explains that segment results are measured and evaluated based on Adjusted EBITDA, with a revised definition in Q1 2024 - The company manages and reports operations as five global business segments: Markets Advisory, Capital Markets, Work Dynamics, JLL Technologies, and LaSalle19 - Segment results are measured and evaluated based on Adjusted EBITDA, which excludes items such as Restructuring and acquisition charges, certain Equity earnings/losses from investments, and Depreciation and amortization20 - In the first quarter of 2024, the definition of segment Adjusted EBITDA was revised to exclude certain Equity earnings/losses from investments, specifically impacting JLL Technologies and LaSalle segments20 Consolidated Adjusted EBITDA | Period | 2024 (Millions) | 2023 (Millions) | Change (%) | | :-------------------------- | :-------------- | :-------------- | :--------- | | Three Months Ended Sep 30 | $298.1 | $217.3 | 37.2% | | Nine Months Ended Sep 30 | $731.5 | $555.3 | 31.7% | Note 5. Business Combinations, Goodwill and Other Intangible Assets This note details the company's business acquisition activity during 2024, including the strategic acquisition of SKAE Power Solutions, and provides a breakdown of movements in goodwill and other identifiable intangible assets by segment - During the nine months ended September 30, 2024, the company completed one strategic acquisition, SKAE Power Solutions (Q2, United States, Work Dynamics segment)27 - Aggregate terms for 2024 acquisitions included $40.8 million cash paid at closing, $5.9 million guaranteed deferred consideration, and $13.5 million contingent earn-out consideration27 Goodwill Movement by Segment (Nine Months Ended September 30, 2024) | Segment | Balance as of Dec 31, 2023 (Millions) | Additions, net of adjustments (Millions) | Impact of exchange rate movements (Millions) | Balance as of Sep 30, 2024 (Millions) | | :----------------- | :------------------------------------ | :--------------------------------------- | :------------------------------------------- | :------------------------------------ | | Markets Advisory | $1,759.3 | — | $14.5 | $1,773.8 | | Capital Markets | $1,986.4 | $3.4 | $16.3 | $2,006.1 | | Work Dynamics | $537.7 | $40.4 | $4.4 | $582.5 | | JLL Technologies | $247.7 | — | — | $247.7 | | LaSalle | $56.3 | — | $0.8 | $57.1 | | Consolidated | $4,587.4 | $43.8 | $36.0 | $4,667.2 | - As of September 30, 2024, goodwill totaled $4,667.2 million and identifiable intangibles, net, totaled $721.1 million295 Note 6. Investments This note provides an overview of the company's investment portfolio, primarily consisting of JLL Technologies investments and LaSalle co-investments, and details the movements in investments reported at fair value Summarized Investment Balances | Investment Type | September 30, 2024 (Millions) | December 31, 2023 (Millions) | | :------------------------ | :---------------------------- | :--------------------------- | | JLL Technologies investments | $423.4 | $397.6 | | LaSalle co-investments | $411.0 | $388.3 | | Other investments | $32.1 | $30.7 | | Total | $866.5 | $816.6 | - The company has maximum potential unfunded commitments of $233.0 million for LaSalle Investment Management and $10.5 million for JLL Technologies as of September 30, 202436 Movement in Fair Value Investments (Nine Months Ended September 30) | Metric | 2024 (Millions) | 2023 (Millions) | | :------------------------------------ | :-------------- | :-------------- | | Fair value investments as of January 1 | $740.8 | $794.9 | | Investments | $80.6 | $141.1 | | Distributions | $(17.3) | $(20.2) | | Change in fair value, net | $(10.7) | $(121.8) | | Foreign currency translation adjustments, net | $2.1 | $(1.2) | | Fair value investments as of September 30 | $795.5 | $792.8 | Note 7. Stock-Based Compensation This note presents the activity related to Restricted Stock Unit (RSU) and Performance Stock Unit (PSU) awards, including grants, vesting, and forfeitures, and discloses the remaining unamortized deferred compensation Stock Unit Awards Activity (Nine Months Ended September 30, 2024) | Metric | RSU Shares (000's) | PSU Shares (000's) | Total Shares (000's) | | :-------------------------- | :----------------- | :----------------- | :------------------- | | Unvested as of Dec 31, 2023 | 990.1 | 458.1 | 1,448.2 | | Granted | 453.7 | 168.8 | 622.5 | | Vested | (315.9) | (109.0) | (424.9) | | Forfeited | (45.8) | (8.3) | (54.1) | | Unvested as of Sep 30, 2024 | 1,082.1 | 509.6 | 1,591.7 | - As of September 30, 2024, the company had $107.2 million of unamortized deferred compensation related to unvested RSUs and PSUs, expected to be recognized over a weighted average period of 1.4 years41 Note 8. Fair Value Measurements This note explains the company's fair value measurement hierarchy for financial instruments and investments, detailing how various assets and liabilities are valued - The fair value hierarchy consists of Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)42 Fair Value of Long-term Debt | Metric | September 30, 2024 (Millions) | December 31, 2023 (Millions) | | :--------------------------------------- | :---------------------------- | :--------------------------- | | Long-term debt, fair value | $817.3 | $798.1 | | Long-term debt, carrying value, net of debt issuance costs | $783.7 | $779.3 | Recurring Fair Value Measurements (September 30, 2024) | Category | Level 1 (Millions) | Level 2 (Millions) | Level 3 (Millions) | Total (Millions) | | :------------------------------------ | :----------------- | :----------------- | :----------------- | :--------------- | | Assets: | | | | | | Investments - fair value | $48.4 | — | $378.8 | $427.2 | | Foreign currency forward contracts receivable | — | $11.9 | — | $11.9 | | Warehouse receivables | — | $2,055.9 | — | $2,055.9 | | Deferred compensation plan assets | — | $672.2 | — | $672.2 | | Mortgage banking derivative assets | — | — | $126.8 | $126.8 | | Total assets at fair value | $48.4 | $2,740.0 | $505.6 | $3,294.0 | | Liabilities: | | | | | | Foreign currency forward contracts payable | — | $9.1 | — | $9.1 | | Deferred compensation plan liabilities | — | $645.9 | — | $645.9 | | Earn-out liabilities | — | — | $35.2 | $35.2 | | Mortgage banking derivative liabilities | — | — | $101.1 | $101.1 | | Total liabilities at fair value | | $655.0 | $136.3 | $791.3 | - Gross notional value of foreign currency forward contracts was $2.30 billion as of September 30, 2024, up from $2.07 billion at December 31, 202351 Note 9. Debt This note details the company's debt structure, including short-term debt, credit facilities, and long-term senior notes, highlighting a new commercial paper program and compliance with covenants Debt Composition | Debt Type | September 30, 2024 (Millions) | December 31, 2023 (Millions) | | :--------------------------------------- | :---------------------------- | :--------------------------- | | Total short-term debt, net of debt issuance costs | $897.6 | $147.9 | | Credit facility, net of debt issuance costs | $332.8 | $610.6 | | Long-term senior notes | $783.7 | $779.3 | | Total debt, net of debt issuance costs | $2,014.1 | $1,537.8 | - A commercial paper program was established on June 27, 2024, allowing for the issuance of up to $2.5 billion in short-term notes. As of September 30, 2024, $798.0 million was outstanding under this program6867 - The company has a $3.3 billion unsecured revolving credit facility maturing on November 3, 2028, with $345.0 million outstanding as of September 30, 202469154 Warehouse Facilities | Metric | September 30, 2024 (Millions) | December 31, 2023 (Millions) | | :--------------------------------------- | :---------------------------- | :--------------------------- | | Gross warehouse facilities outstanding balance | $2,053.7 | $663.7 | | Gross warehouse facilities maximum capacity | $2,800.0 | $2,300.0 | - The company remained in compliance with all financial and other covenants for its Facility and senior notes as of September 30, 202473 Note 10. Commitments and Contingencies This note outlines various commitments and contingencies, including ongoing litigation, professional indemnity insurance coverage, loan loss-sharing obligations, and a recent loan repurchase event Professional Indemnity Accrual Activity | Metric | December 31, 2023 (Millions) | September 30, 2024 (Millions) | | :--------------------------------------- | :--------------------------- | :---------------------------- | | Balance | $9.4 | $3.7 | | New claims | $0.3 | $0.3 | | Prior year claims adjustments | $1.2 | $1.2 | | Claims paid | $(7.2) | $(7.2) | - As a participant in the DUS program, the company retains a portion of the risk of loss for originated and sold loans. Loss-sharing guarantee obligations were $29.9 million as of September 30, 202479 - In August 2024, the company repurchased a loan with an unpaid principal balance of $74.25 million, recognizing a net expense of $17.8 million for the estimated loss81 Note 11. Restructuring and Acquisition Charges This note details the components of restructuring and acquisition charges, which include severance, acquisition-related costs, stock-based compensation, and fair value adjustments to earn-out liabilities Restructuring and Acquisition Charges (Three Months Ended September 30) | Category | 2024 (Millions) | 2023 (Millions) | | :------------------------------------------------------- | :-------------- | :-------------- | | Severance and other employment-related charges | $6.1 | $16.4 | | Restructuring, pre-acquisition and post-acquisition charges | $5.0 | $15.5 | | Stock-based compensation expense for post-acquisition retention awards | $1.0 | $(0.4) | | Fair value adjustments to earn-out liabilities | $(20.9) | $0.1 | | Total Restructuring and acquisition charges | $(8.8) | $31.6 | Restructuring and Acquisition Charges (Nine Months Ended September 30) | Category | 2024 (Millions) | 2023 (Millions) | | :------------------------------------------------------- | :-------------- | :-------------- | | Severance and other employment-related charges | $17.8 | $47.9 | | Restructuring, pre-acquisition and post-acquisition charges | $18.5 | $28.8 | | Stock-based compensation expense for post-acquisition retention awards | $1.6 | $2.9 | | Fair value adjustments to earn-out liabilities | $(33.5) | $(0.5) | | Total Restructuring and acquisition charges | $4.4 | $79.1 | Note 12. Accumulated Other Comprehensive Income (Loss) by Component This note presents the changes in Accumulated Other Comprehensive Income (AOCI) by component, primarily focusing on foreign currency translation adjustments and pension liabilities - The AOCI balance improved from $(591.5) million as of December 31, 2023, to $(535.1) million as of September 30, 202488 - Foreign currency translation adjustments resulted in $56.1 million of income for the nine months ended September 30, 2024, compared to a $(22.1) million loss in the prior year8889 Note 13. Subsequent Events This note discloses the acquisition of Raise Commercial Real Estate, a U.S.-based technology-powered brokerage company, which closed on October 16, 2024 - The acquisition of Raise Commercial Real Estate closed on October 16, 202490 - The total consideration for the acquisition is approximately $28 million, to be allocated to tangible and intangible assets acquired and liabilities assumed, with any excess allocated to goodwill90 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, covering critical accounting policies, factors affecting comparability, detailed operating results by segment, and an analysis of liquidity and capital resources Summary of Critical Accounting Policies and Estimates This section reaffirms that there have been no material changes to the critical accounting policies and estimates previously disclosed in the 2023 Annual Report on Form 10-K - There have been no material changes to the critical accounting policies and estimates during the nine months ended September 30, 202492 Items Affecting Comparability This section discusses various factors that influence the comparability of the company's financial results, including macroeconomic conditions, acquisitions, revenue variability, and foreign currency fluctuations - Results are significantly influenced by macroeconomic trends, the geopolitical environment, global and regional real estate markets, and financial and credit markets93 - The timing of acquisitions and dispositions impacts comparability due to incremental revenues and expenses, as well as pre-acquisition due diligence, transaction, and post-acquisition integration costs95 - Transaction-based revenues (e.g., investment sales, leasing, incentive fees) and equity earnings (e.g., valuation changes, asset dispositions) can vary significantly from period to period and geographically, increasing revenue variability96 - Foreign currency volatility against the U.S. dollar can positively or negatively impact reported results, making period-to-period comparisons more challenging97 - Historically, revenue and profit are smaller in the first quarter and increase throughout the year, though this seasonality was disrupted in 2022 and 2023 due to rising interest rates and economic uncertainty98 Consolidated Results of Operations This section provides an overview of the company's consolidated financial performance, highlighting strong revenue growth driven by both transactional and resilient businesses, leading to significant increases in operating income and Adjusted EBITDA Consolidated Revenue Growth (Local Currency) | Period | Total Revenue Growth | Transactional Revenue Growth | Resilient Revenue Growth | | :----- | :------------------- | :--------------------------- | :----------------------- | | Q3 2024 | 15% | 11% | 16% | | YTD 2024 | 12% | N/A | N/A | - Key revenue drivers for Q3 2024 (local currency) included Leasing (up 21%), Investment Sales, Debt/Equity Advisory and Other (up 19%), Workplace Management (up 20%), and Property Management (up 8%). LaSalle Advisory Fees were down 10% and JLL Technologies was down 4%115 - Consolidated operating expenses for Q3 2024 were $5.6 billion, up 13% year-over-year, driven by a 16% increase in gross contract costs and a 9% increase in platform operating expenses117 - Equity losses significantly improved to $(0.9) million in Q3 2024 from $(11.2) million in Q3 2023, primarily due to valuation declines in JLL Technologies investments in the prior year119 Net Income Attributable to Common Shareholders | Period | 2024 (Millions) | 2023 (Millions) | Change (%) | | :----- | :-------------- | :-------------- | :--------- | | Q3 2024 | $155.1 | $59.7 | 159.8% | | YTD 2024 | $305.6 | $53.0 | 476.6% | Adjusted EBITDA | Period | 2024 (Millions) | 2023 (Millions) | Change (%) | | :----- | :-------------- | :-------------- | :--------- | | Q3 2024 | $298.1 | $217.3 | 37.2% | | YTD 2024 | $731.5 | $555.3 | 31.7% | Segment Operating Results This section provides a detailed breakdown of revenue and Adjusted EBITDA performance across the company's five business segments, highlighting key drivers and challenges for each segment - Markets Advisory: Q3 2024 revenue increased 15% (local currency) to $1,143.8 million, driven by Leasing (up 21%) and Property Management (up 8%). Adjusted EBITDA grew 77% (local currency) to $151.9 million due to revenue growth and cost discipline128130 - Capital Markets: Q3 2024 revenue increased 14% (local currency) to $498.8 million, led by Investment Sales, Debt/Equity Advisory and Other (up 19%). Adjusted EBITDA rose 30% (local currency) to $65.7 million. Year-to-date revenue growth overcame a $16.4 million headwind from net non-cash MSR and mortgage banking derivative activity, and segment platform operating expenses included a $17.8 million impact from a loan repurchase132134 - Work Dynamics: Q3 2024 revenue increased 16% (local currency) to $4,068.2 million, primarily from Workplace Management (up 20%) due to U.S. mandate expansions. Adjusted EBITDA increased 20% (local currency) to $74.3 million. Q3 operating expenses included nearly $10 million for gross receipts taxes136138 - JLL Technologies: Q3 2024 revenue declined 4% (local currency) to $56.7 million due to lower contract signings, partially offset by software growth. Adjusted EBITDA contracted 39% (local currency) to $(7.8) million in Q3, but year-to-date Adjusted EBITDA improved 6% (local currency) due to cost management. Equity earnings were $11.6 million in Q3 2024, significantly improved from a $(3.0) million loss in Q3 2023140142 - LaSalle: Q3 2024 revenue decreased 8% (local currency) to $101.3 million due to declines in Assets Under Management (AUM) and lower fees in Europe. Adjusted EBITDA contracted 45% (local currency) to $14.0 million. AUM as of September 30, 2024, was $84.6 billion, a 9% decrease (USD) year-over-year145147 Liquidity and Capital Resources This section details how the company finances its operations, co-investment activities, share repurchases, capital expenditures, and business acquisitions, analyzing cash flows, debt structure, and capital allocation strategies - Operating activities used $142.0 million of cash in the first nine months of 2024, an improvement from $153.6 million used in the prior year, despite higher cash taxes and a loan repurchase150 - Investing activities used $219.0 million of cash in the first nine months of 2024, comparable to $220.4 million in the prior year, with lower net capital contributions offset by higher cash paid for acquisitions151 - Financing activities provided $349.0 million of cash in the first nine months of 2024, up from $231.2 million in the prior year, reflecting greater net borrowings152 - A commercial paper program was established in June 2024, with $800.0 million outstanding as of September 30, 2024. The company also has a $3.3 billion unsecured revolving credit facility153154 - As of September 30, 2024, $1,033.3 million remained authorized for repurchases under the company's share repurchase program160 - Total cash and cash equivalents were $437.8 million as of September 30, 2024, with approximately $328.2 million held by foreign subsidiaries, which are not expected to be repatriated161 Cautionary Note Regarding Forward-Looking Statements This section serves as a disclaimer, emphasizing that the report contains forward-looking statements subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially - The report contains forward-looking statements, identified by terms such as 'believe,' 'will,' 'expect,' 'estimate,' 'intend,' and 'anticipate'164 - These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, achievements, plans, and objectives to be materially different from those expressed or implied164 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, specifically interest rate and foreign exchange risks, and outlines how these risks are assessed and managed - A 50 basis point increase in short-term interest rates on variable-rate debt would result in an incremental $5.4 million of interest expense for the nine months ended September 30, 2024166 - Approximately 39% of total revenue for the nine months ended September 30, 2024, was exposed to foreign exchange rates, with significant functional currencies including the British pound (8%), Euro (6%), and Australian dollar (5%)167 - The company uses foreign currency forward contracts to manage currency exchange rate risk related to intercompany lending and cash management practices166 Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of September 30, 2024, and states that there were no material changes in internal control over financial reporting during the quarter - The company's disclosure controls and procedures were effective as of September 30, 2024168 - There were no material changes in the company's internal control over financial reporting during the quarter ended September 30, 2024168 Part II. Other Information Item 1. Legal Proceedings This section discloses the company's involvement in various litigation matters, some with substantial claims, and management's belief that the ultimate resolution will not materially adversely affect its financial position - The company is a defendant or plaintiff in various litigation matters, some involving substantial claims for damages170 - Many litigation matters are covered by insurance, including through a captive insurance company, though they may be subject to large deductibles or claims exceeding available insurance170 - Management believes the ultimate resolution of such claims and litigation will not have a material adverse effect on the company's financial position, results of operations, or liquidity170 Item 1A. Risk Factors This section refers to the detailed discussion of risk factors in the 2023 Annual Report on Form 10-K and introduces an additional specific risk factor concerning potential breaches of representations and warranties in loan origination and servicing activities - A new risk factor highlights the potential for breaches of representations and warranties in loan origination and servicing activities, particularly within Fannie Mae DUS and Freddie Mac Optigo loan programs171 - Such breaches could expose the company to contractual obligations to repurchase loans, indemnification for losses, legal actions, regulatory penalties, and reputational damage171 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides information on the company's common stock repurchases made during the quarter ended September 30, 2024, under its publicly announced share repurchase program - The company repurchased a total of 83,455 shares during the quarter ended September 30, 2024174 - The total amount paid for shares repurchased during the quarter was $20.1 million174 - As of September 30, 2024, approximately $1,033.3 million remained authorized for repurchases under the share repurchase program174 Item 5. Other Information This section states that no directors or officers adopted or terminated any Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1 trading arrangements during the quarter ended September 30, 2024 - None of the company's directors or officers adopted or terminated any Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1 trading arrangements during the quarter ended September 30, 2024175 Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including various certifications from the Chief Executive Officer and Chief Financial Officer, as well as Inline XBRL documents - Exhibits include certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002176 - The filing includes various Inline XBRL (eXtensible Business Reporting Language) documents, such as the Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, and Presentation Linkbase Documents176 Signature This section formally concludes the Form 10-Q report, confirming its official signing by the Chief Financial Officer on behalf of Jones Lang LaSalle Incorporated - The report was duly signed on November 6, 2024, by Karen Brennan, Chief Financial Officer, as the authorized and principal financial officer178