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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Jones Lang LaSalle Inc | NYSE:JLL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.53 | 0.83% | 185.52 | 189.30 | 182.33 | 188.04 | 322,659 | 23:42:54 |
|
Maryland
|
|
36-4150422
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
200 East Randolph Drive, Chicago, IL
|
|
60601
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant's telephone number, including area code:
312-782-5800
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
|
|
|
|
Non-accelerated filer (Do not check if a smaller reporting company)
o
|
Smaller reporting company
o
|
|
Part I
|
|
|
|
|
|
Item 1.
|
Condensed Consolidated
Financial Statements
(unaudited):
|
|
|
|
|
|
Balance Sheets as of September 30, 2016 and December 31, 2015
|
|
|
|
|
|
Statements of Comprehensive Income For the Three and Nine Months Ended September 30, 2016 and 2015
|
|
|
|
|
|
Statement of Changes in Equity For the Nine Months Ended September 30, 2016
|
|
|
|
|
|
Statements of Cash Flows For the Nine Months Ended September 30, 2016 and 2015
|
|
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Part II
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
|
|
September 30,
|
December 31,
|
|||
(in millions, except share and per share data) (unaudited)
|
2016
|
2015
|
|||
Assets
|
|
|
|||
Current assets:
|
|
|
|||
Cash and cash equivalents
|
$
|
228.4
|
|
216.6
|
|
Trade receivables, net of allowances of $40.9 and $23.2
|
1,702.0
|
|
1,591.7
|
|
|
Notes and other receivables
|
317.8
|
|
267.3
|
|
|
Warehouse receivables
|
326.4
|
|
265.2
|
|
|
Prepaid expenses
|
91.3
|
|
77.8
|
|
|
Deferred tax assets, net
|
—
|
|
132.9
|
|
|
Other
|
152.4
|
|
99.3
|
|
|
Total current assets
|
2,818.3
|
|
2,650.8
|
|
|
Property and equipment, net of accumulated depreciation of $480.6 and $449.2
|
468.7
|
|
423.3
|
|
|
Goodwill, with indefinite useful lives
|
2,546.8
|
|
2,141.5
|
|
|
Identified intangibles, net of accumulated amortization of $169.1 and $139.0
|
299.5
|
|
227.2
|
|
|
Investments in real estate ventures, including $204.0 and $155.2 at fair value
|
359.9
|
|
311.5
|
|
|
Long-term receivables
|
181.8
|
|
135.2
|
|
|
Deferred tax assets, net
|
183.7
|
|
87.2
|
|
|
Deferred compensation plan
|
168.7
|
|
134.3
|
|
|
Other
|
89.2
|
|
76.1
|
|
|
Total assets
|
$
|
7,116.6
|
|
6,187.1
|
|
Liabilities and Equity
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
763.6
|
|
712.6
|
|
Accrued compensation
|
774.9
|
|
1,088.9
|
|
|
Short-term borrowings
|
55.7
|
|
49.2
|
|
|
Deferred tax liabilities, net
|
—
|
|
21.1
|
|
|
Deferred income
|
150.6
|
|
114.8
|
|
|
Deferred business acquisition obligations
|
27.8
|
|
54.7
|
|
|
Warehouse facility
|
322.3
|
|
263.1
|
|
|
Other
|
201.9
|
|
200.8
|
|
|
Total current liabilities
|
2,296.8
|
|
2,505.2
|
|
|
Credit facility, net of debt issuance costs of $20.7 and $15.4
|
1,084.3
|
|
239.6
|
|
|
Long-term senior notes, net of debt issuance costs of $2.4 and $2.7
|
272.6
|
|
272.3
|
|
|
Deferred tax liabilities, net
|
37.4
|
|
33.0
|
|
|
Deferred compensation
|
191.9
|
|
156.2
|
|
|
Deferred business acquisition obligations
|
69.1
|
|
42.9
|
|
|
Other
|
309.6
|
|
208.5
|
|
|
Total liabilities
|
4,261.7
|
|
3,457.7
|
|
|
Redeemable noncontrolling interest
|
7.4
|
|
11.1
|
|
|
Company shareholders' equity:
|
|
|
|
|
|
Common stock, $.01 par value per share, 100,000,000 shares authorized; 45,200,670 and 45,049,503 shares issued and outstanding
|
0.5
|
|
0.5
|
|
|
Additional paid-in capital
|
1,007.9
|
|
986.6
|
|
|
Retained earnings
|
2,182.7
|
|
2,044.2
|
|
|
Shares held in trust
|
(6.1
|
)
|
(6.2
|
)
|
|
Accumulated other comprehensive loss
|
(387.2
|
)
|
(336.3
|
)
|
|
Total Company shareholders’ equity
|
2,797.8
|
|
2,688.8
|
|
|
Noncontrolling interest
|
49.7
|
|
29.5
|
|
|
Total equity
|
2,847.5
|
|
2,718.3
|
|
|
Total liabilities and equity
|
$
|
7,116.6
|
|
6,187.1
|
|
(in millions, except share and per share data) (unaudited)
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||
2016
|
2015
|
2016
|
2015
|
|||||||
Revenue
|
$
|
1,705.2
|
|
1,501.3
|
|
$
|
4,645.6
|
|
4,078.2
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||
Compensation and benefits
|
1,012.0
|
|
896.0
|
|
2,750.4
|
|
2,459.1
|
|
||
Operating, administrative and other
|
568.3
|
|
440.1
|
|
1,546.5
|
|
1,245.3
|
|
||
Depreciation and amortization
|
35.9
|
|
26.7
|
|
98.5
|
|
77.1
|
|
||
Restructuring and acquisition charges
|
18.0
|
|
18.2
|
|
35.9
|
|
20.8
|
|
||
Total operating expenses
|
1,634.2
|
|
1,381.0
|
|
4,431.3
|
|
3,802.3
|
|
||
Operating income
|
71.0
|
|
120.3
|
|
214.3
|
|
275.9
|
|
||
Interest expense, net of interest income
|
(12.4
|
)
|
(6.8
|
)
|
(32.2
|
)
|
(20.4
|
)
|
||
Equity earnings from real estate ventures
|
5.5
|
|
25.4
|
|
27.7
|
|
63.9
|
|
||
Other income
|
—
|
|
—
|
|
13.3
|
|
—
|
|
||
Income before income taxes and noncontrolling interest
|
64.1
|
|
138.9
|
|
223.1
|
|
319.4
|
|
||
Provision for income taxes
|
15.9
|
|
25.7
|
|
55.3
|
|
71.5
|
|
||
Net income
|
48.2
|
|
113.2
|
|
167.8
|
|
247.9
|
|
||
Net income attributable to noncontrolling interest
|
0.2
|
|
2.7
|
|
15.1
|
|
5.2
|
|
||
Net income attributable to the Company
|
48.0
|
|
110.5
|
|
152.7
|
|
242.7
|
|
||
Dividends on unvested common stock, net of tax benefit
|
—
|
|
—
|
|
0.2
|
|
0.2
|
|
||
Net income attributable to common shareholders
|
$
|
48.0
|
|
110.5
|
|
$
|
152.5
|
|
242.5
|
|
Basic earnings per common share
|
$
|
1.06
|
|
2.45
|
|
$
|
3.38
|
|
5.40
|
|
Basic weighted average shares outstanding (in thousands)
|
45,188
|
|
45,001
|
|
45,135
|
|
44,905
|
|
||
Diluted earnings per common share
|
$
|
1.05
|
|
2.43
|
|
$
|
3.35
|
|
5.34
|
|
Diluted weighted average shares outstanding (in thousands)
|
45,612
|
|
45,453
|
|
45,515
|
|
45,395
|
|
||
Dividends declared per share
|
—
|
|
—
|
|
0.31
|
|
0.27
|
|
||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||
Net income attributable to the Company
|
$
|
48.0
|
|
110.5
|
|
$
|
152.7
|
|
242.7
|
|
Change in pension liabilities, net of tax
|
—
|
|
3.4
|
|
—
|
|
4.3
|
|
||
Foreign currency translation adjustments
|
(15.0
|
)
|
(78.5
|
)
|
(50.9
|
)
|
(133.9
|
)
|
||
Comprehensive income attributable to the Company
|
$
|
33.0
|
|
35.4
|
|
$
|
101.8
|
|
113.1
|
|
|
Company Shareholders' Equity
|
|
|
||||||||||||||
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||
|
|
|
Additional
|
|
Shares
|
Other
|
|
|
|||||||||
(in millions, except share and
per share data) (unaudited)
|
Common Stock
|
Paid-In
|
Retained
|
Held in
|
Comprehensive
|
Noncontrolling
|
Total
|
||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Trust
|
Loss
|
Interest
|
Equity
|
||||||||||
December 31, 2015
|
45,049,503
|
|
$
|
0.5
|
|
986.6
|
|
2,044.2
|
|
(6.2
|
)
|
(336.3
|
)
|
29.5
|
|
2,718.3
|
|
Net income
|
—
|
|
—
|
|
—
|
|
152.7
|
|
—
|
|
—
|
|
15.1
|
|
167.8
|
|
|
Shares issued under stock-based compensation programs
|
209,014
|
|
—
|
|
1.3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.3
|
|
|
Shares repurchased for payment of taxes on stock-based compensation
|
(57,847
|
)
|
—
|
|
(6.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(6.7
|
)
|
|
Tax adjustments due to share vestings and exercises
|
—
|
|
—
|
|
1.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.2
|
|
|
Amortization of stock-based compensation
|
—
|
|
—
|
|
24.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24.7
|
|
|
Dividends paid, $0.31 per share
|
—
|
|
—
|
|
—
|
|
(14.2
|
)
|
—
|
|
—
|
|
—
|
|
(14.2
|
)
|
|
Shares held in trust
|
—
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
—
|
|
—
|
|
0.1
|
|
|
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(50.9
|
)
|
—
|
|
(50.9
|
)
|
|
Increase in amounts attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5.1
|
|
5.1
|
|
|
Acquisition of redeemable noncontrolling interest
|
—
|
|
—
|
|
0.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.8
|
|
|
September 30, 2016
|
45,200,670
|
|
$
|
0.5
|
|
1,007.9
|
|
2,182.7
|
|
(6.1
|
)
|
(387.2
|
)
|
49.7
|
|
2,847.5
|
|
|
Nine Months Ended September 30,
|
||||
(in millions) (unaudited)
|
2016
|
2015
|
|||
Cash flows used in operating activities:
|
|
|
|||
Net income
|
$
|
167.8
|
|
247.9
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
Distributions of earnings from real estate ventures
|
24.4
|
|
41.2
|
|
|
Other adjustments, net
|
111.3
|
|
50.5
|
|
|
Changes in working capital, net
|
(455.4
|
)
|
(357.8
|
)
|
|
Net cash used in operating activities
|
(151.9
|
)
|
(18.2
|
)
|
|
Cash flows used in investing activities:
|
|
|
|
|
|
Net capital additions – property and equipment
|
(139.4
|
)
|
(87.6
|
)
|
|
Acquisition of investment properties (less than wholly-owned)
|
(63.7
|
)
|
(0.9
|
)
|
|
Business acquisitions
|
(418.6
|
)
|
(102.9
|
)
|
|
Capital contributions to real estate ventures
|
(78.5
|
)
|
(40.8
|
)
|
|
Distributions of capital from real estate ventures
|
43.3
|
|
40.9
|
|
|
Other, net
|
39.5
|
|
6.8
|
|
|
Net cash used in investing activities
|
(617.4
|
)
|
(184.5
|
)
|
|
Cash flows provided by financing activities:
|
|
|
|
|
|
Proceeds from borrowings under credit facility
|
2,530.0
|
|
1,389.0
|
|
|
Repayments of borrowings under credit facility
|
(1,680.0
|
)
|
(1,143.7
|
)
|
|
Payments of deferred business acquisition obligations and earn-outs
|
(46.6
|
)
|
(48.8
|
)
|
|
Payment of dividends
|
(14.2
|
)
|
(12.3
|
)
|
|
Noncontrolling interest contributions (distributions), net
|
7.7
|
|
(11.1
|
)
|
|
Other, net
|
(17.6
|
)
|
(12.9
|
)
|
|
Net cash provided by financing activities
|
779.3
|
|
160.2
|
|
|
Effect of currency exchange rate changes on cash and cash equivalents
|
1.8
|
|
(14.4
|
)
|
|
Net change in cash and cash equivalents
|
11.8
|
|
(56.9
|
)
|
|
Cash and cash equivalents, beginning of the period
|
216.6
|
|
250.4
|
|
|
Cash and cash equivalents, end of the period
|
$
|
228.4
|
|
193.5
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
Interest
|
$
|
24.3
|
|
12.3
|
|
Income taxes, net of refunds
|
111.8
|
|
97.6
|
|
|
Non-cash investing activities:
|
|
|
|
|
|
Business acquisitions, including contingent consideration
|
$
|
90.5
|
|
36.9
|
|
Capital leases
|
7.9
|
|
5.2
|
|
|
Non-cash financing activities:
|
|
|
|||
Deferred business acquisition obligations
|
$
|
53.1
|
|
14.2
|
|
1.
|
INTERIM INFORMATION
|
2.
|
NEW ACCOUNTING STANDARDS
|
3.
|
REVENUE RECOGNITION
|
•
|
Transaction commissions;
|
•
|
Advisory and management fees;
|
•
|
Incentive fees;
|
•
|
Project and development management fees; and
|
•
|
Construction management fees.
|
•
|
The property owner or client, with ultimate approval rights relating to the employment and compensation of on-site personnel, and bearing all of the economic costs of such personnel, is determined to be the primary obligor in the arrangement;
|
•
|
Reimbursement to JLL is generally completed simultaneously with payment of payroll or soon thereafter;
|
•
|
The property owner is contractually obligated to fund all operating costs of the property from existing cash flow or direct funding from its building operating account and JLL bears little or no credit risk; and
|
•
|
JLL generally earns little to no margin on the reimbursement aspect of the arrangement, obtaining reimbursement only for actual costs incurred.
|
4.
|
BUSINESS SEGMENTS
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||
(in millions)
|
2016
|
2015
|
2016
|
2015
|
||||||
Real Estate Services
|
|
|
|
|
||||||
Americas
|
|
|
|
|
||||||
Revenue
|
$
|
771.1
|
|
639.4
|
|
$
|
2,047.5
|
|
1,791.0
|
|
Gross contract costs
|
(52.6
|
)
|
(52.2
|
)
|
(144.8
|
)
|
(158.0
|
)
|
||
Total fee revenue
|
718.5
|
|
587.2
|
|
1,902.7
|
|
1,633.0
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
|
||
Compensation, operating and administrative expenses
|
686.9
|
|
566.7
|
|
1,848.9
|
|
1,606.9
|
|
||
Depreciation and amortization
|
22.9
|
|
15.6
|
|
60.2
|
|
46.5
|
|
||
Total segment operating expenses
|
709.8
|
|
582.3
|
|
1,909.1
|
|
1,653.4
|
|
||
Gross contract costs
|
(52.6
|
)
|
(52.2
|
)
|
(144.8
|
)
|
(158.0
|
)
|
||
Total fee-based segment operating expenses
|
657.2
|
|
530.1
|
|
1,764.3
|
|
1,495.4
|
|
||
Segment operating income
|
$
|
61.3
|
|
57.1
|
|
$
|
138.4
|
|
137.6
|
|
Equity earnings
|
0.1
|
|
4.5
|
|
0.8
|
|
5.4
|
|
||
Total segment income
|
$
|
61.4
|
|
61.6
|
|
$
|
139.2
|
|
143.0
|
|
|
|
|
|
|
||||||
EMEA
|
|
|
|
|
||||||
Revenue
|
$
|
522.7
|
|
447.0
|
|
$
|
1,373.4
|
|
1,189.1
|
|
Gross contract costs
|
(146.2
|
)
|
(114.1
|
)
|
(407.3
|
)
|
(276.0
|
)
|
||
Total fee revenue
|
376.5
|
|
332.9
|
|
966.1
|
|
913.1
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
|
||
Compensation, operating and administrative expenses
|
511.6
|
|
413.8
|
|
1,338.4
|
|
1,116.0
|
|
||
Depreciation and amortization
|
8.0
|
|
6.8
|
|
23.8
|
|
18.1
|
|
||
Total segment operating expenses
|
519.6
|
|
420.6
|
|
1,362.2
|
|
1,134.1
|
|
||
Gross contract costs
|
(146.2
|
)
|
(114.1
|
)
|
(407.3
|
)
|
(276.0
|
)
|
||
Total fee-based segment operating expenses
|
373.4
|
|
306.5
|
|
954.9
|
|
858.1
|
|
||
Segment operating income
|
$
|
3.1
|
|
26.4
|
|
$
|
11.2
|
|
55.0
|
|
Equity earnings (losses)
|
—
|
|
—
|
|
(0.1
|
)
|
0.7
|
|
||
Total segment income
|
$
|
3.1
|
|
26.4
|
|
$
|
11.1
|
|
55.7
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||
(in millions)
|
2016
|
2015
|
2016
|
2015
|
||||||
Real Estate Services
|
|
|
|
|
||||||
Asia Pacific
|
|
|
|
|
||||||
Revenue
|
$
|
331.1
|
|
280.7
|
|
$
|
916.9
|
|
798.0
|
|
Gross contract costs
|
(59.2
|
)
|
(47.7
|
)
|
(183.4
|
)
|
(146.0
|
)
|
||
Total fee revenue
|
271.9
|
|
233.0
|
|
733.5
|
|
652.0
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
|
||
Compensation, operating and administrative expenses
|
310.2
|
|
264.3
|
|
871.6
|
|
753.7
|
|
||
Depreciation and amortization
|
4.2
|
|
3.7
|
|
12.4
|
|
10.9
|
|
||
Total segment operating expenses
|
314.4
|
|
268.0
|
|
884.0
|
|
764.6
|
|
||
Gross contract costs
|
(59.2
|
)
|
(47.7
|
)
|
(183.4
|
)
|
(146.0
|
)
|
||
Total fee-based segment operating expenses
|
255.2
|
|
220.3
|
|
700.6
|
|
618.6
|
|
||
Segment operating income
|
$
|
16.7
|
|
12.7
|
|
$
|
32.9
|
|
33.4
|
|
Equity earnings
|
0.5
|
|
0.2
|
|
0.5
|
|
0.2
|
|
||
Total segment income
|
$
|
17.2
|
|
12.9
|
|
$
|
33.4
|
|
33.6
|
|
|
|
|
|
|
||||||
LaSalle
|
|
|
|
|
|
|
|
|
||
Revenue
|
$
|
80.3
|
|
134.2
|
|
$
|
307.8
|
|
300.1
|
|
Operating expenses:
|
|
|
|
|
|
|
||||
Compensation, operating and administrative expenses
|
71.6
|
|
91.5
|
|
238.0
|
|
227.8
|
|
||
Depreciation and amortization
|
0.8
|
|
0.5
|
|
2.1
|
|
1.6
|
|
||
Total segment operating expenses
|
72.4
|
|
92.0
|
|
240.1
|
|
229.4
|
|
||
Segment operating income
|
$
|
7.9
|
|
42.2
|
|
$
|
67.7
|
|
70.7
|
|
Equity earnings
|
4.9
|
|
20.7
|
|
26.5
|
|
57.6
|
|
||
Total segment income
|
$
|
12.8
|
|
62.9
|
|
$
|
94.2
|
|
128.3
|
|
|
|
|
|
|
||||||
Segment Reconciling Items
|
|
|
|
|
|
|
|
|
||
Total revenue
|
$
|
1,705.2
|
|
1,501.3
|
|
$
|
4,645.6
|
|
4,078.2
|
|
Total segment operating expenses before restructuring and acquisition charges
|
1,616.2
|
|
1,362.8
|
|
4,395.4
|
|
3,781.5
|
|
||
Operating income before restructuring and acquisition charges
|
89.0
|
|
138.5
|
|
250.2
|
|
296.7
|
|
||
Restructuring and acquisition charges
|
18.0
|
|
18.2
|
|
35.9
|
|
20.8
|
|
||
Operating income
|
$
|
71.0
|
|
120.3
|
|
$
|
214.3
|
|
275.9
|
|
5.
|
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
|
Acquired Company
|
Quarter of Acquisition
|
Country
|
Primary Service Line
|
ACREST
|
Q1
|
Germany
|
Property & Facility Management
|
Big Red Rooster
|
Q1
|
United States
|
Project & Development Services
|
Bill Goold Realty
|
Q1
|
Canada
|
Capital Markets & Hotels
|
Cobertura SA
|
Q1
|
Portugal
|
Capital Markets & Hotels
|
Colliers Baltimore
|
Q1
|
United States
|
Leasing/Property & Facility Management
|
Huntley, Mullaney, Spargo & Sullivan, Inc.
|
Q1
|
United States
|
Capital Markets & Hotels
|
Morii Appraisal and Investment Consulting
|
Q1
|
Japan
|
Advisory, Consulting and Other
|
Strategic Advisory Group
|
Q1
|
United States
|
Advisory, Consulting and Other
|
Trussard Property Consultants
|
Q1
|
South Africa
|
Leasing
|
Washington Partners
|
Q1
|
United States
|
Leasing
|
CTH
|
Q2
|
France
|
Project & Development Services
|
Dazheng
|
Q2
|
China
|
Advisory, Consulting and Other
|
Harry K. Moore
|
Q2
|
United States
|
Leasing
|
Merritt & Harris
|
Q2
|
United States
|
Project & Development Services
|
Procofin
|
Q2
|
Finland
|
Project & Development Services
|
Véronique Nocquet
|
Q2
|
France
|
Leasing
|
BRG
|
Q3
|
United States
|
Property & Facility Management
|
Integral UK Ltd.
|
Q3
|
England
|
Property & Facility Management
|
MSCI Global Occupiers
|
Q3
|
England
|
Advisory, Consulting and Other
|
PDM International
|
Q3
|
Greater China
|
Project & Development Services
|
Sage Capital Advisors
|
Q3
|
United States
|
Capital Markets & Hotels
|
Travis Commercial Real Estate Services
|
Q3
|
United States
|
Leasing
|
|
Real Estate Services
|
|
|
||||||||
(in millions)
|
Americas
|
EMEA
|
Asia Pacific
|
LaSalle
|
Consolidated
|
||||||
Balance as of December 31, 2015
|
$
|
1,161.1
|
|
696.2
|
|
266.6
|
|
17.6
|
|
2,141.5
|
|
Additions, net of adjustments
|
174.2
|
|
239.8
|
|
36.6
|
|
—
|
|
450.6
|
|
|
Impact of exchange rate movements
|
0.8
|
|
(50.8
|
)
|
6.2
|
|
(1.5
|
)
|
(45.3
|
)
|
|
Balance as of September 30, 2016
|
$
|
1,336.1
|
|
885.2
|
|
309.4
|
|
16.1
|
|
2,546.8
|
|
|
Real Estate Services
|
|
|
||||||||
(in millions)
|
Americas
|
EMEA
|
Asia Pacific
|
LaSalle
|
Consolidated
|
||||||
Balance as of December 31, 2014
|
$
|
1,008.3
|
|
650.4
|
|
230.8
|
|
18.4
|
|
1,907.9
|
|
Additions, net of adjustments
|
15.3
|
|
77.5
|
|
42.5
|
|
—
|
|
135.3
|
|
|
Impact of exchange rate movements
|
(0.8
|
)
|
(32.8
|
)
|
(9.5
|
)
|
(0.5
|
)
|
(43.6
|
)
|
|
Balance as of September 30, 2015
|
$
|
1,022.8
|
|
695.1
|
|
263.8
|
|
17.9
|
|
1,999.6
|
|
|
Real Estate Services
|
|
|
||||||||
(in millions)
|
Americas
|
EMEA
|
Asia Pacific
|
LaSalle
|
Consolidated
|
||||||
Gross Book Value
|
|
|
|
|
|
||||||
Balance as of December 31, 2015
|
$
|
297.1
|
|
48.5
|
|
14.3
|
|
6.3
|
|
366.2
|
|
Additions, net of adjustments
|
55.6
|
|
51.8
|
|
5.7
|
|
—
|
|
113.1
|
|
|
Impairments
(1)
|
—
|
|
—
|
|
—
|
|
(6.5
|
)
|
(6.5
|
)
|
|
Impact of exchange rate movements
|
(0.3
|
)
|
(4.7
|
)
|
0.5
|
|
0.3
|
|
(4.2
|
)
|
|
Balance as of September 30, 2016
|
$
|
352.4
|
|
95.6
|
|
20.5
|
|
0.1
|
|
468.6
|
|
|
|
|
|
|
|
||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2015
|
$
|
(97.0
|
)
|
(32.6
|
)
|
(9.3
|
)
|
(0.1
|
)
|
(139.0
|
)
|
Amortization, net
|
(25.5
|
)
|
(7.0
|
)
|
(1.3
|
)
|
—
|
|
(33.8
|
)
|
|
Impact of exchange rate movements
|
0.4
|
|
3.5
|
|
(0.2
|
)
|
—
|
|
3.7
|
|
|
Balance as of September 30, 2016
|
$
|
(122.1
|
)
|
(36.1
|
)
|
(10.8
|
)
|
(0.1
|
)
|
(169.1
|
)
|
|
|
|
|
|
|
||||||
Net book value as of September 30, 2016
|
$
|
230.3
|
|
59.5
|
|
9.7
|
|
—
|
|
299.5
|
|
|
Real Estate Services
|
|
|
||||||||
(in millions)
|
Americas
|
EMEA
|
Asia Pacific
|
LaSalle
|
Consolidated
|
||||||
Gross Book Value
|
|
|
|
|
|
||||||
Balance as of December 31, 2014
|
$
|
103.4
|
|
43.8
|
|
9.5
|
|
7.0
|
|
163.7
|
|
Additions, net of adjustments
|
4.6
|
|
6.1
|
|
5.3
|
|
—
|
|
16.0
|
|
|
Impact of exchange rate movements
|
(0.1
|
)
|
(1.9
|
)
|
(0.5
|
)
|
(0.9
|
)
|
(3.4
|
)
|
|
Balance as of September 30, 2015
|
$
|
107.9
|
|
48.0
|
|
14.3
|
|
6.1
|
|
176.3
|
|
|
|
|
|
|
|
||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2014
|
$
|
(84.9
|
)
|
(31.0
|
)
|
(8.9
|
)
|
(0.1
|
)
|
(124.9
|
)
|
Amortization, net
|
(5.3
|
)
|
(2.4
|
)
|
(1.7
|
)
|
—
|
|
(9.4
|
)
|
|
Impact of exchange rate movements
|
—
|
|
1.3
|
|
0.1
|
|
—
|
|
1.4
|
|
|
Balance as of September 30, 2015
|
$
|
(90.2
|
)
|
(32.1
|
)
|
(10.5
|
)
|
(0.1
|
)
|
(132.9
|
)
|
|
|
|
|
|
|
||||||
Net book value as of September 30, 2015
|
$
|
17.7
|
|
15.9
|
|
3.8
|
|
6.0
|
|
43.4
|
|
6.
|
INVESTMENTS IN REAL ESTATE VENTURES
|
($ in millions)
|
September 30, 2016
|
||
Our effective ownership interest in co-investment vehicle
|
48.78
|
%
|
|
Our maximum potential unfunded commitments in LIC II
|
$
|
69.6
|
|
Our share of unfunded capital commitments to underlying funds
|
34.4
|
|
|
Our share of exposure on outstanding borrowings
|
0.9
|
|
|
Our maximum exposure, assuming LIC II Facility is fully drawn
|
4.9
|
|
|
September 30,
|
December 31,
|
|||
(in millions)
|
2016
|
2015
|
|||
Property and equipment, net
|
$
|
13.9
|
|
32.6
|
|
Investment in real estate venture
|
10.1
|
|
6.6
|
|
|
Other assets
(1)
|
77.8
|
|
4.9
|
|
|
Total assets
|
$
|
101.8
|
|
44.1
|
|
Mortgage indebtedness
|
$
|
9.7
|
|
25.8
|
|
Other liabilities
(1)
|
37.3
|
|
—
|
|
|
Total liabilities
|
47.0
|
|
25.8
|
|
|
Members' equity
|
54.8
|
|
18.3
|
|
|
Total liabilities and members' equity
|
$
|
101.8
|
|
44.1
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||
(in millions)
|
2016
|
2015
|
2016
|
2015
|
||||||
Revenue
(2)
|
$
|
2.6
|
|
4.6
|
|
$
|
5.6
|
|
7.1
|
|
Operating and other expenses
|
(3.7
|
)
|
(1.0
|
)
|
(5.7
|
)
|
(2.8
|
)
|
||
Gain on sale of investment
|
—
|
|
—
|
|
13.3
|
|
1.3
|
|
||
Net income
|
$
|
(1.1
|
)
|
3.6
|
|
$
|
13.2
|
|
5.6
|
|
(in millions)
|
2016
|
2015
|
|||
Fair value investments as of January 1,
|
$
|
155.2
|
|
113.6
|
|
Investments
|
59.8
|
|
28.0
|
|
|
Distributions
|
(32.6
|
)
|
(5.6
|
)
|
|
Change in fair value
|
14.2
|
|
18.5
|
|
|
Foreign currency translation adjustments, net
|
7.4
|
|
(4.2
|
)
|
|
Fair value investments as of September 30,
|
$
|
204.0
|
|
150.3
|
|
7.
|
STOCK-BASED COMPENSATION
|
|
Shares
(thousands) |
|
Weighted Average
Grant Date Fair Value |
Weighted Average
Remaining Contractual Life
(in years)
|
|||
Unvested as of June 30, 2016
|
817.3
|
|
|
$
|
112.58
|
|
2.00
|
Granted
|
27.0
|
|
|
112.75
|
|
|
|
Vested
|
(96.2
|
)
|
|
101.71
|
|
|
|
Forfeited
|
(2.4
|
)
|
|
107.79
|
|
|
|
Unvested as of September 30, 2016
|
745.7
|
|
|
$
|
114.00
|
|
1.91
|
Unvested shares expected to vest as of September 30, 2016
|
726.0
|
|
|
$
|
114.10
|
|
1.92
|
|
|
|
|
|
|||
Unvested as of June 30, 2015
|
805.4
|
|
|
$
|
102.39
|
|
2.14
|
Granted
|
27.6
|
|
|
149.94
|
|
|
|
Vested
|
(129.9
|
)
|
|
75.79
|
|
|
|
Forfeited
|
(4.1
|
)
|
|
96.94
|
|
|
|
Unvested as of September 30, 2015
|
699.0
|
|
|
$
|
109.24
|
|
2.24
|
Unvested shares expected to vest as of September 30, 2015
|
679.2
|
|
|
$
|
109.42
|
|
2.24
|
|
Shares
(thousands) |
|
Weighted Average
Grant Date Fair Value |
Weighted Average
Remaining
Contractual Life
(in years)
|
|||
Unvested as of December 31, 2015
|
706.0
|
|
|
$
|
111.78
|
|
2.03
|
Granted
|
277.6
|
|
|
107.96
|
|
|
|
Vested
|
(190.8
|
)
|
|
96.51
|
|
|
|
Forfeited
|
(47.1
|
)
|
|
116.07
|
|
|
|
Unvested as of September 30, 2016
|
745.7
|
|
|
114.00
|
|
1.91
|
|
Unvested shares expected to vest as of September 30, 2016
|
726.0
|
|
|
$
|
114.10
|
|
1.92
|
|
|
|
|
|
|||
Unvested as of December 31, 2014
|
745.3
|
|
|
$
|
90.43
|
|
2.38
|
Granted
|
158.0
|
|
|
159.00
|
|
|
|
Vested
|
(186.1
|
)
|
|
77.65
|
|
|
|
Forfeited
|
(18.2
|
)
|
|
93.82
|
|
|
|
Unvested as of September 30, 2015
|
699.0
|
|
|
$
|
109.24
|
|
2.24
|
Unvested shares expected to vest as of September 30, 2015
|
679.2
|
|
|
$
|
109.42
|
|
2.24
|
8.
|
FAIR VALUE MEASUREMENTS
|
•
|
Level 1 - Quoted prices for identical assets or liabilities in active markets accessible as of the measurement date;
|
•
|
Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
•
|
Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
September 30, 2016
|
|
December 31, 2015
|
|||||||
(in millions)
|
Level 2
|
Level 3
|
|
Level 2
|
Level 3
|
|||||
Assets
|
|
|
|
|
|
|||||
Foreign currency forward contracts receivable
|
$
|
6.0
|
|
—
|
|
|
9.5
|
|
—
|
|
Deferred compensation plan assets
|
168.7
|
|
—
|
|
|
134.3
|
|
—
|
|
|
Total assets at fair value
|
$
|
174.7
|
|
—
|
|
|
143.8
|
|
—
|
|
Liabilities
|
|
|
|
|
|
|||||
Foreign currency forward contracts payable
|
$
|
6.0
|
|
—
|
|
|
21.2
|
|
—
|
|
Deferred compensation plan liabilities
|
164.5
|
|
—
|
|
|
129.4
|
|
—
|
|
|
Earn-out liabilities
|
—
|
|
210.1
|
|
|
—
|
|
127.3
|
|
|
Total liabilities at fair value
|
$
|
170.5
|
|
210.1
|
|
|
150.6
|
|
127.3
|
|
(in millions)
|
Balance as of
June 30, 2016
|
Net decrease due to change in assumptions
|
Foreign currency translation adjustments
|
Purchases
|
Settlements
|
Balance as of September 30, 2016
|
|||||||
Earn-out liabilities
|
$
|
169.6
|
|
(0.6
|
)
|
0.2
|
|
43.3
|
|
(2.4
|
)
|
210.1
|
|
(in millions)
|
Balance as of December 31, 2015
|
Net decrease due to change in assumptions
|
Foreign currency translation adjustments
|
Purchases
|
Settlements
|
Balance as of September 30, 2016
|
|||||||
Earn-out liabilities
|
$
|
127.3
|
|
(1.5
|
)
|
(1.0
|
)
|
90.5
|
|
(5.2
|
)
|
210.1
|
|
9.
|
DEBT
|
(in millions)
|
September 30, 2016
|
December 31, 2015
|
|||
Short-term borrowings:
|
|
|
|||
Local overdraft facilities
|
$
|
39.4
|
|
24.6
|
|
Other short-term borrowings
|
16.3
|
|
24.6
|
|
|
Total short-term borrowings
|
55.7
|
|
49.2
|
|
|
Credit facility, net of debt issuance costs of $20.7 and $15.4
|
1,084.3
|
|
239.6
|
|
|
Long-term senior notes, 4.4%, face amount of $275.0, due November 2022, net of debt issuance costs of $2.4 and $2.7
|
272.6
|
|
272.3
|
|
|
Total debt
|
$
|
1,412.6
|
|
561.1
|
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
11.
|
RESTRUCTURING AND ACQUISITION CHARGES
|
(in millions)
|
Severance & Employment-Related
|
Lease
Exit
|
Other
Acquisition Costs
|
Total
|
|||||
December 31, 2015
|
$
|
2.7
|
|
5.7
|
|
0.2
|
|
8.6
|
|
Accruals
|
16.0
|
|
—
|
|
14.9
|
|
30.9
|
|
|
Payments made
|
(5.1
|
)
|
(0.4
|
)
|
(11.4
|
)
|
(16.9
|
)
|
|
September 30, 2016
|
$
|
13.6
|
|
5.3
|
|
3.7
|
|
22.6
|
|
(in millions)
|
Severance & Employment-Related
|
Lease
Exit |
Other
Acquisition Costs |
Total
|
|||||
December 31, 2014
|
$
|
3.0
|
|
4.2
|
|
0.4
|
|
7.6
|
|
Accruals
|
(0.1
|
)
|
0.2
|
|
7.9
|
|
8.0
|
|
|
Payments made
|
(1.9
|
)
|
(2.7
|
)
|
(4.5
|
)
|
(9.1
|
)
|
|
September 30, 2015
|
$
|
1.0
|
|
1.7
|
|
3.8
|
|
6.5
|
|
12.
|
NONCONTROLLING INTEREST
|
13.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
|
(in millions)
|
Pension and postretirement benefit
|
Cumulative foreign currency translation adjustment
|
Total
|
||||
Balance as of June 30, 2016
|
$
|
(35.8
|
)
|
(336.4
|
)
|
(372.2
|
)
|
Other comprehensive loss before reclassification
|
—
|
|
(15.0
|
)
|
(15.0
|
)
|
|
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
|
—
|
|
—
|
|
—
|
|
|
Other comprehensive income (loss) after tax expense of $ - , $ - and $ -
|
—
|
|
(15.0
|
)
|
(15.0
|
)
|
|
Balance as of September 30, 2016
|
$
|
(35.8
|
)
|
(351.4
|
)
|
(387.2
|
)
|
|
|
|
|
||||
(in millions)
|
Pension and postretirement benefit
|
Cumulative foreign currency translation adjustment
|
Total
|
||||
Balance as of June 30, 2015
|
$
|
(62.5
|
)
|
(192.2
|
)
|
(254.7
|
)
|
Other comprehensive income (loss) before reclassification
|
3.4
|
|
(78.5
|
)
|
(75.1
|
)
|
|
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
|
—
|
|
—
|
|
—
|
|
|
Other comprehensive income (loss) after tax expense of $ - , $ - and $ -
|
3.4
|
|
(78.5
|
)
|
(75.1
|
)
|
|
Balance as of September 30, 2015
|
$
|
(59.1
|
)
|
(270.7
|
)
|
(329.8
|
)
|
|
|
|
|
||||
(in millions)
|
Pension and postretirement benefit
|
Cumulative foreign currency translation adjustment
|
Total
|
||||
Balance as of December 31, 2015
|
$
|
(35.8
|
)
|
(300.5
|
)
|
(336.3
|
)
|
Other comprehensive loss before reclassification
|
—
|
|
(50.9
|
)
|
(50.9
|
)
|
|
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -
|
—
|
|
—
|
|
—
|
|
|
Other comprehensive income (loss) after tax expense of $ - , $ - and $ -
|
—
|
|
(50.9
|
)
|
(50.9
|
)
|
|
Balance as of September 30, 2016
|
$
|
(35.8
|
)
|
(351.4
|
)
|
(387.2
|
)
|
|
|
|
|
||||
(in millions)
|
Pension and postretirement benefit
|
Cumulative foreign currency translation adjustment
|
Total
|
||||
Balance as of December 31, 2014
|
$
|
(63.4
|
)
|
(136.8
|
)
|
(200.2
|
)
|
Other comprehensive income (loss) before reclassification
|
4.3
|
|
(133.9
|
)
|
(129.6
|
)
|
|
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -
|
—
|
|
—
|
|
—
|
|
|
Other comprehensive income (loss) after tax expense of $ - , $ - and $ -
|
4.3
|
|
(133.9
|
)
|
(129.6
|
)
|
|
Balance as of September 30, 2015
|
$
|
(59.1
|
)
|
(270.7
|
)
|
(329.8
|
)
|
14.
|
SUBSEQUENT EVENTS
|
•
|
Integra Realty Resources, Houston LLC - the Houston affiliate of Integra Realty Resources, a leading network of independent commercial real estate valuation, counseling and advisory firms,
|
•
|
Advanced Technologies Group (ATG) - a U.S. technology consulting firm that helps hospitals, health systems and universities automate and address regulatory compliance requirements, and
|
•
|
PMX - a Canada-based project management firm.
|
(1)
|
A summary of our critical accounting policies and estimates;
|
(2)
|
Certain items affecting the comparability of results and certain market and other risks we face;
|
(3)
|
The results of our operations, first on a consolidated basis and then for each of our business segments; and
|
(4)
|
Liquidity and capital resources.
|
•
|
Revenue Recognition;
|
•
|
Allowance for Uncollectible Accounts Receivable;
|
•
|
Goodwill;
|
•
|
Investments in Real Estate Ventures;
|
•
|
Income Taxes; and
|
•
|
Self-Insurance Programs.
|
|
Three Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Revenue
|
|
|
|
|
|
|
|||||
Real Estate Services:
|
|
|
|
|
|
|
|||||
Leasing
|
$
|
448.7
|
|
417.8
|
|
30.9
|
|
7
|
%
|
8
|
%
|
Capital Markets & Hotels
|
240.9
|
|
223.9
|
|
17.0
|
|
8
|
|
10
|
|
|
Property & Facility Management
|
503.0
|
|
376.4
|
|
126.6
|
|
34
|
|
40
|
|
|
Property & Facility Management Fee Revenue
|
383.6
|
|
268.8
|
|
114.8
|
|
43
|
|
49
|
|
|
Project & Development Services
|
294.0
|
|
232.3
|
|
61.7
|
|
27
|
|
30
|
|
|
Project & Development Services Fee Revenue
|
155.4
|
|
125.9
|
|
29.5
|
|
23
|
|
25
|
|
|
Advisory, Consulting and Other
|
138.3
|
|
116.7
|
|
21.6
|
|
19
|
|
22
|
|
|
LaSalle
|
80.3
|
|
134.2
|
|
(53.9
|
)
|
(40
|
)
|
(39
|
)
|
|
Total revenue
|
$
|
1,705.2
|
|
1,501.3
|
|
203.9
|
|
14
|
%
|
17
|
%
|
Gross contract costs
|
258.0
|
|
214.0
|
|
44.0
|
|
21
|
|
27
|
|
|
Total fee revenue
|
$
|
1,447.2
|
|
1,287.3
|
|
159.9
|
|
12
|
%
|
15
|
%
|
Compensation, operating and administrative expenses excluding gross contract costs
|
1,322.3
|
|
1,122.3
|
|
200.0
|
|
18
|
|
21
|
|
|
Gross contract costs
|
258.0
|
|
214.0
|
|
44.0
|
|
21
|
|
27
|
|
|
Depreciation and amortization
|
35.9
|
|
26.7
|
|
9.2
|
|
34
|
|
39
|
|
|
Restructuring and acquisition charges
|
18.0
|
|
18.2
|
|
(0.2
|
)
|
(1
|
)
|
(2
|
)
|
|
Total operating expenses
|
$
|
1,634.2
|
|
1,381.0
|
|
253.2
|
|
18
|
%
|
22
|
%
|
Operating income
|
$
|
71.0
|
|
120.3
|
|
(49.3
|
)
|
(41
|
%)
|
(44
|
%)
|
Adjusted EBITDA
|
$
|
127.3
|
|
187.9
|
|
(60.6
|
)
|
(32
|
%)
|
(34
|
%)
|
|
Nine Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Revenue
|
|
|
|
|
|
|
|||||
Real Estate Services:
|
|
|
|
|
|
|
|||||
Leasing
|
$
|
1,183.9
|
|
1,103.3
|
|
80.6
|
|
7
|
%
|
8
|
%
|
Capital Markets & Hotels
|
630.6
|
|
624.7
|
|
5.9
|
|
1
|
|
3
|
|
|
Property & Facility Management
|
1,299.2
|
|
1,111.0
|
|
188.2
|
|
17
|
|
22
|
|
|
Property & Facility Management Fee Revenue
|
964.8
|
|
786.1
|
|
178.7
|
|
23
|
|
27
|
|
|
Project & Development Services
|
843.4
|
|
603.5
|
|
239.9
|
|
40
|
|
43
|
|
|
Project & Development Services Fee Revenue
|
442.3
|
|
348.4
|
|
93.9
|
|
27
|
|
29
|
|
|
Advisory, Consulting and Other
|
380.7
|
|
335.6
|
|
45.1
|
|
13
|
|
17
|
|
|
LaSalle
|
307.8
|
|
300.1
|
|
7.7
|
|
3
|
|
3
|
|
|
Total revenue
|
$
|
4,645.6
|
|
4,078.2
|
|
567.4
|
|
14
|
%
|
17
|
%
|
Gross contract costs
|
735.5
|
|
580.0
|
|
155.5
|
|
27
|
|
33
|
|
|
Total fee revenue
|
$
|
3,910.1
|
|
3,498.2
|
|
411.9
|
|
12
|
%
|
14
|
%
|
Compensation, operating and administrative expenses excluding gross contract costs
|
3,561.4
|
|
3,124.4
|
|
437.0
|
|
14
|
|
17
|
|
|
Gross contract costs
|
735.5
|
|
580.0
|
|
155.5
|
|
27
|
|
33
|
|
|
Depreciation and amortization
|
98.5
|
|
77.1
|
|
21.4
|
|
28
|
|
31
|
|
|
Restructuring and acquisition charges
|
35.9
|
|
20.8
|
|
15.1
|
|
73
|
|
72
|
|
|
Total operating expenses
|
$
|
4,431.3
|
|
3,802.3
|
|
629.0
|
|
17
|
%
|
20
|
%
|
Operating income
|
$
|
214.3
|
|
275.9
|
|
(61.6
|
)
|
(22
|
%)
|
(26
|
%)
|
Adjusted EBITDA
|
$
|
372.1
|
|
432.3
|
|
(60.2
|
)
|
(14
|
%)
|
(16
|
%)
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||
(in millions)
|
2016
|
2015
|
2016
|
2015
|
||||||
Revenue
|
$
|
1,705.2
|
|
1,501.3
|
|
$
|
4,645.6
|
|
4,078.2
|
|
Gross contract costs
|
(258.0
|
)
|
(214.0
|
)
|
(735.5
|
)
|
(580.0
|
)
|
||
Fee revenue
|
$
|
1,447.2
|
|
1,287.3
|
|
$
|
3,910.1
|
|
3,498.2
|
|
|
|
|
|
|
||||||
Operating expenses
|
$
|
1,634.2
|
|
1,381.0
|
|
$
|
4,431.3
|
|
3,802.3
|
|
Gross contract costs
|
(258.0
|
)
|
(214.0
|
)
|
(735.5
|
)
|
(580.0
|
)
|
||
Fee-based operating expenses
|
$
|
1,376.2
|
|
1,167.0
|
|
$
|
3,695.8
|
|
3,222.3
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||
(in millions)
|
2016
|
2015
|
2016
|
2015
|
||||||
Net income attributable to common shareholders
|
$
|
48.0
|
|
110.5
|
|
$
|
152.5
|
|
242.5
|
|
Add:
|
|
|
|
|
||||||
Interest expense, net of interest income
|
12.4
|
|
6.8
|
|
32.2
|
|
20.4
|
|
||
Provision for income taxes
|
15.9
|
|
25.7
|
|
55.3
|
|
71.5
|
|
||
Depreciation and amortization
|
35.9
|
|
26.7
|
|
98.5
|
|
77.1
|
|
||
EBITDA
|
$
|
112.2
|
|
169.7
|
|
$
|
338.5
|
|
411.5
|
|
Add:
|
|
|
|
|
||||||
Restructuring and acquisition charges
|
18.0
|
|
18.2
|
|
35.9
|
|
20.8
|
|
||
MSR - net non-cash activity
|
(2.9
|
)
|
—
|
|
(2.3
|
)
|
—
|
|
||
Adjusted EBITDA
|
$
|
127.3
|
|
187.9
|
|
$
|
372.1
|
|
432.3
|
|
|
|
|
|
|
||||||
Net income margin attributable to common shareholders
|
2.8
|
%
|
7.4
|
|
3.3
|
%
|
5.9
|
|
||
|
|
|
|
|
||||||
Adjusted EBITDA margin
|
8.4
|
%
|
14.6
|
|
9.1
|
%
|
12.4
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||
($ in millions)
|
2016
|
% Change
|
2016
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
||||||
At current period exchange rates
|
$
|
1,705.2
|
|
14
|
%
|
|
$
|
4,645.6
|
|
14
|
%
|
Impact of change in exchange rates
|
48.6
|
|
n/a
|
|
|
112.1
|
|
n/a
|
|
||
At comparative period exchange rates
|
$
|
1,753.8
|
|
17
|
%
|
|
$
|
4,757.7
|
|
17
|
%
|
|
|
|
|
|
|
||||||
Fee Revenue:
|
|
|
|
|
|
||||||
At current period exchange rates
|
$
|
1,447.2
|
|
12
|
%
|
|
$
|
3,910.1
|
|
12
|
%
|
Impact of change in exchange rates
|
34.1
|
|
n/a
|
|
|
77.8
|
|
n/a
|
|
||
At comparative period exchange rates
|
$
|
1,481.3
|
|
15
|
%
|
|
$
|
3,987.9
|
|
14
|
%
|
|
|
|
|
|
|
||||||
Operating Income:
|
|
|
|
|
|
||||||
At current period exchange rates
|
$
|
71.0
|
|
(41
|
)%
|
|
$
|
214.3
|
|
(22
|
)%
|
Impact of change in exchange rates
|
(3.5
|
)
|
n/a
|
|
|
(9.8
|
)
|
n/a
|
|
||
At comparative period exchange rates
|
$
|
67.5
|
|
(44
|
)%
|
|
$
|
204.5
|
|
(26
|
)%
|
|
|
|
|
|
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
||||||
At current period exchange rates
|
$
|
127.3
|
|
(32
|
)%
|
|
$
|
372.1
|
|
(14
|
)%
|
Impact of change in exchange rates
|
(3.2
|
)
|
n/a
|
|
|
(8.0
|
)
|
n/a
|
|
||
At comparative period exchange rates
|
$
|
124.1
|
|
(34
|
)%
|
|
$
|
364.1
|
|
(16
|
)%
|
|
Three Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Leasing
|
$
|
335.3
|
|
296.7
|
|
38.6
|
|
13
|
%
|
13
|
%
|
Capital Markets & Hotels
|
112.5
|
|
74.9
|
|
37.6
|
|
50
|
|
50
|
|
|
Property & Facility Management
|
184.1
|
|
168.0
|
|
16.1
|
|
10
|
|
11
|
|
|
Property & Facility Management Fee Revenue
|
142.2
|
|
117.5
|
|
24.7
|
|
21
|
|
21
|
|
|
Project & Development Services
|
96.8
|
|
65.1
|
|
31.7
|
|
49
|
|
49
|
|
|
Project & Development Services Fee Revenue
|
86.1
|
|
63.4
|
|
22.7
|
|
36
|
|
36
|
|
|
Advisory, Consulting and Other
|
42.4
|
|
34.7
|
|
7.7
|
|
22
|
|
23
|
|
|
Total revenue
|
$
|
771.1
|
|
639.4
|
|
131.7
|
|
21
|
%
|
21
|
%
|
Gross contract costs
|
52.6
|
|
52.2
|
|
0.4
|
|
1
|
|
6
|
|
|
Total fee revenue
|
$
|
718.5
|
|
587.2
|
|
131.3
|
|
22
|
%
|
23
|
%
|
Compensation, operating and administrative expenses excluding gross contract costs
|
634.3
|
|
514.5
|
|
119.8
|
|
23
|
|
24
|
|
|
Gross contract costs
|
52.6
|
|
52.2
|
|
0.4
|
|
1
|
|
6
|
|
|
Depreciation and amortization
|
22.9
|
|
15.6
|
|
7.3
|
|
47
|
|
47
|
|
|
Total operating expenses
|
$
|
709.8
|
|
582.3
|
|
127.5
|
|
22
|
%
|
23
|
%
|
Operating income
|
$
|
61.3
|
|
57.1
|
|
4.2
|
|
7
|
%
|
7
|
%
|
Equity earnings
|
$
|
0.1
|
|
4.5
|
|
(4.4
|
)
|
(98
|
%)
|
(98
|
%)
|
Adjusted EBITDA
|
$
|
81.3
|
|
73.5
|
|
7.8
|
|
11
|
%
|
10
|
%
|
|
Nine Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Leasing
|
$
|
884.3
|
|
790.5
|
|
93.8
|
|
12
|
%
|
12
|
%
|
Capital Markets & Hotels
|
282.3
|
|
226.1
|
|
56.2
|
|
25
|
|
25
|
|
|
Property & Facility Management
|
528.8
|
|
499.8
|
|
29.0
|
|
6
|
|
9
|
|
|
Property & Facility Management Fee Revenue
|
400.9
|
|
345.7
|
|
55.2
|
|
16
|
|
18
|
|
|
Project & Development Services
|
243.0
|
|
180.4
|
|
62.6
|
|
35
|
|
36
|
|
|
Project & Development Services Fee Revenue
|
226.1
|
|
176.5
|
|
49.6
|
|
28
|
|
29
|
|
|
Advisory, Consulting and Other
|
109.1
|
|
94.3
|
|
14.8
|
|
16
|
|
17
|
|
|
Total revenue
|
$
|
2,047.5
|
|
1,791.1
|
|
256.4
|
|
14
|
%
|
16
|
%
|
Gross contract costs
|
144.8
|
|
158.0
|
|
(13.2
|
)
|
(8
|
)
|
(2
|
)
|
|
Total fee revenue
|
$
|
1,902.7
|
|
1,633.1
|
|
269.6
|
|
17
|
%
|
17
|
%
|
Compensation, operating and administrative expenses excluding gross contract costs
|
1,704.1
|
|
1,448.9
|
|
255.2
|
|
18
|
|
18
|
|
|
Gross contract costs
|
144.8
|
|
158.0
|
|
(13.2
|
)
|
(8
|
)
|
(2
|
)
|
|
Depreciation and amortization
|
60.2
|
|
46.5
|
|
13.7
|
|
29
|
|
30
|
|
|
Total operating expenses
|
$
|
1,909.1
|
|
1,653.4
|
|
255.7
|
|
15
|
%
|
17
|
%
|
Operating income
|
$
|
138.4
|
|
137.7
|
|
0.7
|
|
1
|
%
|
—
|
%
|
Equity earnings
|
$
|
0.8
|
|
5.4
|
|
(4.6
|
)
|
(85
|
%)
|
(85
|
%)
|
Adjusted EBITDA
|
$
|
196.3
|
|
184.0
|
|
12.3
|
|
7
|
%
|
6
|
%
|
|
Three Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Leasing
|
$
|
63.2
|
|
72.4
|
|
(9.2
|
)
|
(13
|
%)
|
(8
|
%)
|
Capital Markets & Hotels
|
87.4
|
|
110.9
|
|
(23.5
|
)
|
(21
|
)
|
(15
|
)
|
|
Property & Facility Management
|
161.7
|
|
75.0
|
|
86.7
|
|
n.m.
|
|
n.m.
|
|
|
Property & Facility Management Fee Revenue
|
127.0
|
|
53.8
|
|
73.2
|
|
n.m.
|
|
n.m.
|
|
|
Project & Development Services
|
154.1
|
|
133.6
|
|
20.5
|
|
15
|
|
22
|
|
|
Project & Development Services Fee Revenue
|
42.6
|
|
40.7
|
|
1.9
|
|
5
|
|
9
|
|
|
Advisory, Consulting and Other
|
56.3
|
|
55.1
|
|
1.2
|
|
2
|
|
11
|
|
|
Total revenue
|
$
|
522.7
|
|
447.0
|
|
75.7
|
|
17
|
%
|
28
|
%
|
Gross contract costs
|
146.2
|
|
114.1
|
|
32.1
|
|
28
|
|
39
|
|
|
Total fee revenue
|
$
|
376.5
|
|
332.9
|
|
43.6
|
|
13
|
%
|
24
|
%
|
Compensation, operating and administrative expenses excluding gross contract costs
|
365.4
|
|
299.7
|
|
65.7
|
|
22
|
|
35
|
|
|
Gross contract costs
|
146.2
|
|
114.1
|
|
32.1
|
|
28
|
|
39
|
|
|
Depreciation and amortization
|
8.0
|
|
6.8
|
|
1.2
|
|
18
|
|
33
|
|
|
Total operating expenses
|
$
|
519.6
|
|
420.6
|
|
99.0
|
|
24
|
%
|
36
|
%
|
Operating income
|
$
|
3.1
|
|
26.4
|
|
(23.3
|
)
|
(88
|
%)
|
n.m.
|
|
Equity earnings
|
$
|
—
|
|
—
|
|
—
|
|
n.m.
|
|
n.m.
|
|
Adjusted EBITDA
|
$
|
10.9
|
|
34.0
|
|
(23.1
|
)
|
(68
|
%)
|
(75
|
%)
|
|
Nine Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Leasing
|
$
|
171.3
|
|
185.9
|
|
(14.6
|
)
|
(8
|
%)
|
(5
|
%)
|
Capital Markets & Hotels
|
245.4
|
|
299.2
|
|
(53.8
|
)
|
(18
|
)
|
(14
|
)
|
|
Property & Facility Management
|
314.0
|
|
219.6
|
|
94.4
|
|
43
|
|
58
|
|
|
Property & Facility Management Fee Revenue
|
238.5
|
|
156.4
|
|
82.1
|
|
52
|
|
69
|
|
|
Project & Development Services
|
478.0
|
|
324.1
|
|
153.9
|
|
47
|
|
53
|
|
|
Project & Development Services Fee Revenue
|
146.2
|
|
111.3
|
|
34.9
|
|
31
|
|
35
|
|
|
Advisory, Consulting and Other
|
164.7
|
|
160.2
|
|
4.5
|
|
3
|
|
8
|
|
|
Total revenue
|
$
|
1,373.4
|
|
1,189.0
|
|
184.4
|
|
16
|
%
|
22
|
%
|
Gross contract costs
|
407.3
|
|
276.0
|
|
131.3
|
|
48
|
|
55
|
|
|
Total fee revenue
|
$
|
966.1
|
|
913.0
|
|
53.1
|
|
6
|
%
|
12
|
%
|
Compensation, operating and administrative expenses excluding gross contract costs
|
931.1
|
|
840.0
|
|
91.1
|
|
11
|
|
18
|
|
|
Gross contract costs
|
407.3
|
|
276.0
|
|
131.3
|
|
48
|
|
55
|
|
|
Depreciation and amortization
|
23.8
|
|
18.1
|
|
5.7
|
|
31
|
|
41
|
|
|
Total operating expenses
|
$
|
1,362.2
|
|
1,134.1
|
|
228.1
|
|
20
|
%
|
27
|
%
|
Operating income
|
$
|
11.2
|
|
54.9
|
|
(43.7
|
)
|
(80
|
%)
|
(90
|
%)
|
Equity (losses) earnings
|
$
|
(0.1
|
)
|
0.7
|
|
(0.8
|
)
|
n.m.
|
|
n.m.
|
|
Adjusted EBITDA
|
$
|
34.7
|
|
74.2
|
|
(39.5
|
)
|
(53
|
%)
|
(58
|
%)
|
|
Three Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Leasing
|
$
|
50.2
|
|
48.7
|
|
1.5
|
|
3
|
%
|
3
|
%
|
Capital Markets & Hotels
|
41.0
|
|
38.1
|
|
2.9
|
|
8
|
|
4
|
|
|
Property & Facility Management
|
157.2
|
|
133.4
|
|
23.8
|
|
18
|
|
16
|
|
|
Property & Facility Management Fee Revenue
|
114.4
|
|
97.5
|
|
16.9
|
|
17
|
|
14
|
|
|
Project & Development Services
|
43.1
|
|
33.6
|
|
9.5
|
|
28
|
|
26
|
|
|
Project & Development Services Fee Revenue
|
26.7
|
|
21.8
|
|
4.9
|
|
22
|
|
20
|
|
|
Advisory, Consulting and Other
|
39.6
|
|
26.9
|
|
12.7
|
|
47
|
|
44
|
|
|
Total revenue
|
$
|
331.1
|
|
280.7
|
|
50.4
|
|
18
|
%
|
16
|
%
|
Gross contract costs
|
59.2
|
|
47.7
|
|
11.5
|
|
24
|
|
24
|
|
|
Total fee revenue
|
$
|
271.9
|
|
233.0
|
|
38.9
|
|
17
|
%
|
14
|
%
|
Compensation, operating and administrative expenses excluding gross contract costs
|
251.0
|
|
216.6
|
|
34.4
|
|
16
|
|
13
|
|
|
Gross contract costs
|
59.2
|
|
47.7
|
|
11.5
|
|
24
|
|
24
|
|
|
Depreciation and amortization
|
4.2
|
|
3.7
|
|
0.5
|
|
14
|
|
13
|
|
|
Total operating expenses
|
$
|
314.4
|
|
268.0
|
|
46.4
|
|
17
|
%
|
15
|
%
|
Operating income
|
$
|
16.7
|
|
12.7
|
|
4.0
|
|
31
|
%
|
27
|
%
|
Equity earnings
|
$
|
0.5
|
|
0.2
|
|
0.3
|
|
n.m.
|
|
n.m.
|
|
Adjusted EBITDA
|
$
|
21.4
|
|
16.7
|
|
4.7
|
|
28
|
%
|
24
|
%
|
|
Nine Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Leasing
|
$
|
128.3
|
|
126.9
|
|
1.4
|
|
1
|
%
|
3
|
%
|
Capital Markets & Hotels
|
102.9
|
|
99.4
|
|
3.5
|
|
4
|
|
3
|
|
|
Property & Facility Management
|
456.4
|
|
391.6
|
|
64.8
|
|
17
|
|
18
|
|
|
Property & Facility Management Fee Revenue
|
325.4
|
|
284.0
|
|
41.4
|
|
15
|
|
16
|
|
|
Project & Development Services
|
122.4
|
|
99.0
|
|
23.4
|
|
24
|
|
26
|
|
|
Project & Development Services Fee Revenue
|
70.0
|
|
60.6
|
|
9.4
|
|
16
|
|
18
|
|
|
Advisory, Consulting and Other
|
106.9
|
|
81.1
|
|
25.8
|
|
32
|
|
34
|
|
|
Total revenue
|
$
|
916.9
|
|
798.0
|
|
118.9
|
|
15
|
%
|
17
|
%
|
Gross contract costs
|
183.4
|
|
146.0
|
|
37.4
|
|
26
|
|
29
|
|
|
Total fee revenue
|
$
|
733.5
|
|
652.0
|
|
81.5
|
|
13
|
%
|
14
|
%
|
Compensation, operating and administrative expenses excluding gross contract costs
|
688.2
|
|
607.7
|
|
80.5
|
|
13
|
|
15
|
|
|
Gross contract costs
|
183.4
|
|
146.0
|
|
37.4
|
|
26
|
|
29
|
|
|
Depreciation and amortization
|
12.4
|
|
10.9
|
|
1.5
|
|
14
|
|
16
|
|
|
Total operating expenses
|
$
|
884.0
|
|
764.6
|
|
119.4
|
|
16
|
%
|
17
|
%
|
Operating income
|
$
|
32.9
|
|
33.4
|
|
(0.5
|
)
|
(1
|
%)
|
(6
|
%)
|
Equity earnings
|
$
|
0.5
|
|
0.2
|
|
0.3
|
|
n.m.
|
|
n.m.
|
|
Adjusted EBITDA
|
$
|
45.8
|
|
44.4
|
|
1.4
|
|
3
|
%
|
—
|
%
|
|
Three Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Advisory fees
|
$
|
66.4
|
|
60.7
|
|
5.7
|
|
9
|
%
|
12
|
%
|
Transaction fees & other
|
7.9
|
|
5.0
|
|
2.9
|
|
58
|
|
58
|
|
|
Incentive fees
|
6.0
|
|
68.5
|
|
(62.5
|
)
|
(91
|
)
|
(91
|
)
|
|
Total revenue
|
$
|
80.3
|
|
134.2
|
|
(53.9
|
)
|
(40
|
%)
|
(39
|
%)
|
Compensation, operating and administrative expenses
|
71.6
|
|
91.5
|
|
(19.9
|
)
|
(22
|
)
|
(20
|
)
|
|
Depreciation and amortization
|
0.8
|
|
0.5
|
|
0.3
|
|
60
|
|
44
|
|
|
Total operating expenses
|
$
|
72.4
|
|
92.0
|
|
(19.6
|
)
|
(21
|
%)
|
(20
|
%)
|
Operating income
|
$
|
7.9
|
|
42.2
|
|
(34.3
|
)
|
(81
|
%)
|
(80
|
%)
|
Equity earnings
|
$
|
4.9
|
|
20.7
|
|
(15.8
|
)
|
(76
|
%)
|
(78
|
%)
|
Adjusted EBITDA
|
$
|
13.7
|
|
63.5
|
|
(49.8
|
)
|
(78
|
%)
|
(78
|
%)
|
|
Nine Months Ended September 30,
|
Change in
|
% Change in
|
||||||||
($ in millions)
|
2016
|
2015
|
U.S. dollars
|
Local Currency
|
|||||||
Advisory fees
|
$
|
195.0
|
|
181.3
|
|
13.7
|
|
8
|
%
|
10
|
%
|
Transaction fees & other
|
40.8
|
|
19.5
|
|
21.3
|
|
n.m.
|
|
n.m.
|
|
|
Incentive fees
|
72.0
|
|
99.3
|
|
(27.3
|
)
|
(27
|
)
|
(30
|
)
|
|
Total revenue
|
$
|
307.8
|
|
300.1
|
|
7.7
|
|
3
|
%
|
3
|
%
|
Compensation, operating and administrative expenses
|
238.0
|
|
227.8
|
|
10.2
|
|
4
|
|
6
|
|
|
Depreciation and amortization
|
2.1
|
|
1.6
|
|
0.5
|
|
31
|
|
35
|
|
|
Total operating expenses
|
$
|
240.1
|
|
229.4
|
|
10.7
|
|
5
|
%
|
6
|
%
|
Operating income
|
$
|
67.7
|
|
70.7
|
|
(3.0
|
)
|
(4
|
%)
|
(7
|
%)
|
Equity earnings
|
$
|
26.5
|
|
57.6
|
|
(31.1
|
)
|
(54
|
%)
|
(54
|
%)
|
Adjusted EBITDA
|
$
|
95.4
|
|
129.9
|
|
(34.5
|
)
|
(27
|
%)
|
(28
|
%)
|
|
●
|
The effect of political, economic and market conditions and geopolitical events;
|
|
●
|
The logistical and other challenges inherent in operating in numerous different countries;
|
|
●
|
The actions and initiatives of current and potential competitors;
|
|
●
|
The level and volatility of real estate prices, interest rates, currency values and other market indices;
|
|
●
|
The outcome of pending litigation; and
|
|
●
|
The impact of current, pending and future legislation and regulation.
|
●
|
Interest rates on the Facility; and
|
●
|
Foreign exchange risks.
|
Louis F. Bowers
|
James S. Jasionowski
|
Controller
|
Chief Tax Officer
|
|
|
Grace T. Chang
|
David A. Johnson
|
Corporate Finance and Investor Relations
|
Chief Information Officer
|
|
|
Charles J. Doyle
|
Patricia Maxson
|
Chief Marketing and Communications Officer
|
Chief Human Resources Officer
|
|
|
Bryan J. Duncan
|
Mark J. Ohringer
|
Treasurer
|
General Counsel and Corporate Secretary
|
|
|
Allan Frazier
|
Parikshat Suri
|
Chief Data Officer and Global Head of Data and Information Management
|
Director of Internal Audit
|
JONES LANG LASALLE INCORPORATED
|
|||
|
|
||
By:
|
|
/s/ Christie B. Kelly
|
|
|
|
Christie B. Kelly
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Authorized Officer and Principal Financial Officer)
|
Exhibit Number
|
Description
|
10.1
|
Letter Agreement, dated August 23, 2016, between Jones Lang LaSalle Incorporated and Colin Dyer (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated August 25, 2016 (File No. 001-13145))
|
|
|
10.2
|
Letter Agreement, dated August 23, 2016, between Jones Lang LaSalle Incorporated and Christian Ulbrich (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated August 25, 2016 (File No. 001-13145))
|
|
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101*
|
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (1) Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 (Unaudited) (2) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 (Unaudited), (3) Condensed Consolidated Statement of Changes in Equity for the nine months ended September 30, 2016 (Unaudited), (4) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (Unaudited), and (5) Notes to Condensed Consolidated Financial Statements (Unaudited).
|
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