cwk-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			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						98-1193584
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

125 Old Broad Street
London, United Kingdom						EC2N 1AR
(Address of principal executive offices)						(Zip Code)

+44 20 3296 3000						Not applicable
(Registrant’s telephone number, including area code)						(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, $0.10 nominal value	CWK	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of April 23, 2025, 231,287,422 of the Registrant’s ordinary shares, $0.10 nominal value per share, were outstanding.

CUSHMAN & WAKEFIELD PLC

QUARTERLY REPORT ON FORM 10-Q

March 31, 2025

TABLE OF CONTENTS

Page

PART I

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets as of March, 31, 2025 (unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Cushman & Wakefield plc

Condensed Consolidated Balance Sheets


	As of
(in millions, except share data)	March 31, 2025		December 31, 2024
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	623.2	$	793.3
Trade and other receivables, net of allowance of $89.0 and $88.7, as of March 31, 2025 and December 31, 2024, respectively	1,307.2		1,352.4
Income tax receivable	121.0		62.1
Short-term contract assets, net	303.8		301.4
Prepaid expenses and other current assets	249.6		181.2
Total current assets	2,604.8		2,690.4
Property and equipment, net	126.0		136.0
Goodwill	2,020.8		1,998.3
Intangible assets, net	682.4		690.1
Equity method investments	735.4		723.6
Deferred tax assets	65.1		93.1
Non-current operating lease assets	279.3		290.1
Other non-current assets	893.7		927.6
Total assets	$	7,407.5	$	7,549.2

Liabilities and Shareholders’ Equity
Current liabilities:
Short-term borrowings and current portion of long-term debt	$	108.5	$	103.2
Accounts payable and accrued expenses	1,095.1		1,110.5
Accrued compensation	759.3		900.4
Income tax payable	31.4		19.8
Other current liabilities	208.9		196.0
Total current liabilities	2,203.2		2,329.9
Long-term debt, net	2,910.5		2,939.6
Deferred tax liabilities	16.5		12.6
Non-current operating lease liabilities	254.8		270.3
Other non-current liabilities	245.6		241.4
Total liabilities	5,630.6		5,793.8
Commitments and contingencies (see Note 10)
Shareholders’ equity:
Ordinary shares, nominal value $0.10 per share, 800,000,000 shares authorized; 231,281,053 and 229,696,912 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	23.1		23.0
Additional paid-in capital	2,992.2		2,986.4
Accumulated deficit	(984.0)		(985.9)
Accumulated other comprehensive loss	(254.9)		(268.6)
Total equity attributable to the Company	1,776.4		1,754.9
Non-controlling interests	0.5		0.5
Total equity	1,776.9		1,755.4
Total liabilities and shareholders’ equity	$	7,407.5	$	7,549.2

The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

Cushman & Wakefield plc

Condensed Consolidated Statements of Operations

(unaudited)


	Three Months Ended March 31,
(in millions, except per share data)	2025		2024
Revenue	$	2,284.6	$	2,184.8
Costs and expenses:
Costs of services (exclusive of depreciation and amortization)	1,900.3		1,832.5
Operating, administrative and other	305.8		296.0
Depreciation and amortization	26.7		32.5
Restructuring, impairment and related charges	6.5		5.0
Total costs and expenses	2,239.3		2,166.0
Operating income	45.3		18.8
Interest expense, net of interest income	(52.3)		(58.7)
Earnings from equity method investments	11.1		11.7
Other income, net	0.9		1.7
Earnings (loss) before income taxes	5.0		(26.5)
Provision for income taxes	3.1		2.3
Net income (loss)	$	1.9	$	(28.8)

Basic earnings (loss) per share:
Earnings (loss) per share attributable to common shareholders, basic	$	0.01	$	(0.13)
Weighted average shares outstanding for basic earnings (loss) per share	230.4		227.9
Diluted earnings (loss) per share:
Earnings (loss) per share attributable to common shareholders, diluted	$	0.01	$	(0.13)
Weighted average shares outstanding for diluted earnings (loss) per share	232.3		227.9

The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

Cushman & Wakefield plc

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited)


	Three Months Ended March 31,
(in millions)	2025		2024
Net income (loss)	$	1.9	$	(28.8)
Other comprehensive income (loss), net of tax:
Designated hedge (loss) gain	(9.4)		10.7
Defined benefit plan actuarial (loss) gain	(1.4)		0.9
Foreign currency translation	24.5		(32.9)
Total other comprehensive income (loss)	13.7		(21.3)
Total comprehensive income (loss)	$	15.6	$	(50.1)

The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

Cushman & Wakefield plc

Condensed Consolidated Statements of Changes in Equity

For the three months ended March 31, 2025 and 2024

(unaudited)


								Accumulated Other Comprehensive Income (Loss)
(in millions)	Ordinary Shares	Ordinary Shares ($)		Additional Paid-in Capital		Accumulated Deficit		Unrealized Hedging Gains (Losses)		Foreign Currency Translation		Defined Benefit Plans		Total Accumulated Other Comprehensive Loss, net of tax		Total Equity Attributable to the Company		Non-Controlling Interests		Total Equity
Balance as of December 31, 2024	229.7	$	23.0	$	2,986.4	$	(985.9)	$	25.2	$	(255.1)	$	(38.7)	$	(268.6)	$	1,754.9	$	0.5	$	1,755.4
Net income	—	—		—		1.9		—		—		—		—		1.9		—		1.9
Stock-based compensation	—	—		15.9		—		—		—		—		—		15.9		—		15.9
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes	1.6	0.1		(10.1)		—		—		—		—		—		(10.0)		—		(10.0)
Unrealized loss on hedging instruments, net of tax	—	—		—		—		(4.0)		—		—		(4.0)		(4.0)		—		(4.0)
Amounts reclassified from AOCI to the statement of operations, net of tax	—	—		—		—		(5.4)		—		—		(5.4)		(5.4)		—		(5.4)
Foreign currency translation	—	—		—		—		—		24.5		—		24.5		24.5		—		24.5
Defined benefit plans actuarial loss	—	—		—		—		—		—		(1.4)		(1.4)		(1.4)		—		(1.4)
Balance as of March 31, 2025	231.3	$	23.1	$	2,992.2	$	(984.0)	$	15.8	$	(230.6)	$	(40.1)	$	(254.9)	$	1,776.4	$	0.5	$	1,776.9


								Accumulated Other Comprehensive Income (Loss)
(in millions)	Ordinary Shares	Ordinary Shares ($)		Additional Paid-in Capital		Accumulated Deficit		Unrealized Hedging Gains (Losses)		Foreign Currency Translation		Defined Benefit Plans		Total Accumulated Other Comprehensive Loss, net of tax		Total Equity Attributable to the Company		Non-Controlling Interests		Total Equity
Balance as of December 31, 2023	227.3	$	22.7	$	2,957.3	$	(1,117.2)	$	37.0	$	(181.6)	$	(40.8)	$	(185.4)	$	1,677.4	$	0.6	$	1,678.0
Net loss	—	—		—		(28.8)		—		—		—		—		(28.8)		—		(28.8)
Stock-based compensation	—	—		6.6		—		—		—		—		—		6.6		—		6.6
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes	1.7	0.2		(9.3)		—		—		—		—

SEC Form 10-Q filed by Cushman & Wakefield plc