Cushman & Wakefield plc

Previous wording

•our vulnerability to potential breaches in security related to our information systems;

Current wording

•our vulnerability to potential breaches in security or other threats related to our information systems;

Previous wording

•our ability to comply with current and future data privacy regulations and other confidentiality obligations;

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•our ability to comply with cybersecurity and data privacy regulations and other confidentiality obligations;

Previous wording

•the failure of our acquisitions and joint ventures to perform as expected or the lack of similar future opportunities;

Current wording

•the failure of our acquisitions and investments to perform as expected or the lack of future acquisition opportunities;

Previous wording

•the possibility that English law and provisions in our articles of association may have anti-takeover effects that could discourage an acquisition of us by others or require shareholder approval for certain capital structure decisions; and

Current wording

•the possibility that English law and provisions in our articles of association may have anti-takeover effects that could discourage an acquisition of us by others or require shareholder approval for certain capital structure decisions;

Previous wording

Cushman & Wakefield is a leading global commercial real estate services firm that makes a meaningful impact for our people, clients, communities and world. Led by an experienced executive team and driven by approximately 52,000 employees in nearly 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing 6.2 billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform. Our business is focused on meeting the increasing demands of our clients through comprehensive service offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.

Current wording

Cushman & Wakefield is a leading global commercial real estate services firm that makes a meaningful impact for our people, clients, communities and world. Led by an experienced executive team and driven by approximately 52,000 employees in nearly 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing approximately 6.0 billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform. Our business is focused on meeting the increasing demands of our clients through comprehensive service offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.

Previous wording

•Revenue of $2.3 billion for the third quarter of 2024 increased 3% from the third quarter of 2023.

Current wording

•Revenue of $2.3 billion for the first quarter of 2025 increased 5% from the first quarter of 2024.

Previous wording

•Net income of $33.7 million for the third quarter of 2024 increased $67.6 million compared to net loss of $33.9 million for the third quarter of 2023. Diluted earnings per share was $0.14 for the quarter.

Current wording

•Net income of $1.9 million for the first quarter of 2025 increased $30.7 million compared to net loss of $28.8 million for the first quarter of 2024. Diluted earnings per share was $0.01 for the first quarter of 2025 compared to diluted loss per share of $0.13 for the first quarter of 2024.

Previous wording

•Liquidity as of September 30, 2024 was $1.9 billion, consisting of availability on the Company’s undrawn Revolver of $1.1 billion and cash and cash equivalents of $0.8 billion.

Current wording

•Liquidity as of March 31, 2025 was $1.7 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.1 billion and cash and cash equivalents of $0.6 billion.

Previous wording

Our results of operations are significantly impacted by economic trends, government policies and the global and regional real estate markets. These include the following: overall economic activity, volatility of the financial markets, interest rates and inflation, demand for commercial real estate, the impact of tax and regulatory policies, the cost and availability of credit, changes in employment rates and the geopolitical environment.

Current wording

Our results of operations are significantly impacted by economic trends, government policies and the global and regional real estate markets. These include the following: overall economic activity, volatility of the financial markets, interest rates and inflation, demand for commercial real estate, the impact of tax and regulatory policies, the cost and availability of credit, trade policies and tariffs, changes in employment rates and the geopolitical environment. Similarly, economic conditions in certain countries such as the United States or China can have significant influence on the commercial real estate sector across an entire region, impacting supply chains, cross-border investments and development activity in key markets.

Previous wording

Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our margins as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to our professionals in our Leasing and Capital markets service lines. Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition.

Current wording

Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our margins as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to our professionals in our Leasing and Capital markets service lines, and the majority of revenue in our Services business is generated from long-term contracts. Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition.

Previous wording

Additionally, outside of the U.S., we generate earnings in other currencies and are subject to fluctuations relative to the U.S. dollar (“USD”). These currency fluctuations, most notably the Australian dollar, euro and British pound sterling, have positively and adversely affected our operating results measured in USD in the past and are likely to do so in the future. It can be difficult to compare period-over-period financial statements when the movement in currencies against the USD does not reflect trends in the local underlying business as reported in its local currency.

Current wording

Additionally, outside of the U.S., we generate earnings in other currencies and are subject to fluctuations relative to the U.S. dollar (“USD”). These currency fluctuations, most notably the Australian dollar, Singapore dollar, euro and British pound sterling, have positively and adversely affected our operating results measured in USD in the past and are likely to do so in the future. It can be difficult to compare period-over-period financial statements when the movement in currencies against the USD does not reflect trends in the local underlying business as reported in its local currency.

Previous wording

In order to assist our investors and improve comparability of results, we present the year-over-year changes in certain of our non-GAAP financial measures, such as Fee-based operating expenses and Adjusted EBITDA, in “local” currency. The local currency change represents the year-over-year change assuming no movement in foreign exchange rates from the prior year. We believe that this provides our management and investors with a better view of comparability and trends in the underlying operating business.

Current wording

In order to assist our investors and improve comparability of results, we present the year-over-year changes in certain of our non-GAAP financial measures, such as Fee-based operating expenses and Adjusted EBITDA, in “local” currency. The local currency figures represent the year-over-year change assuming no movement in foreign exchange rates from the prior year. We believe that this provides our management and investors with another important view of comparability and trends in the underlying operating business.

Previous wording

A significant portion of our revenue is seasonal, especially for service lines such as Leasing and Capital markets. This impacts the comparison of our financial condition and results of operations on a quarter-by-quarter basis. Generally, our industry is focused on completing transactions by calendar year-end with a high concentration of activity in the last quarter of the calendar year while certain expenses are recognized more evenly throughout the calendar year. Historically, our revenue and operating income typically tend to be lowest in the first quarter, and highest in the fourth quarter of each year. Our Services revenue partially mitigates this intra-year seasonality, due to the recurring nature of this service line which generates more stable revenues throughout the year.

Current wording

A significant portion of our revenue is seasonal, especially for service lines such as Leasing and Capital markets. This impacts the comparison of our financial condition and results of operations on a quarter-by-quarter basis. Generally, our industry is focused on completing transactions by calendar year-end with a high concentration of activity in the last quarter of the calendar year while certain expenses are recognized more evenly throughout the calendar year. Historically, our revenue and operating income typically tend to be lowest in the first quarter, and highest in the fourth quarter of each year. Our Services business partially mitigates this intra-year seasonality, due to the recurring nature of this service line which generates more stable revenues throughout the year.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin: We have determined Adjusted EBITDA to be our primary measure of segment profitability. We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized (gain) loss on investments, net, loss on dispositions, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, gains from insurance proceeds and other non-recurring items. Adjusted EBITDA also excludes the effects of financings, income tax and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin: We have determined Adjusted EBITDA to be our primary measure of segment profitability. We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized loss on investments, net, impairment of investments, acquisition related costs, cost savings initiatives and other non-recurring items. Adjusted EBITDA also excludes the effects of financings, income taxes and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.

Previous wording

Segment operating expenses and Fee-based operating expenses: Consistent with GAAP, reimbursed costs for certain customer contracts are presented on a gross basis in both revenue and operating expenses for which the Company recognizes substantially no margin. Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, loss on dispositions, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters and other non-recurring items. Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables. We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins.

Current wording

Segment operating expenses and Fee-based operating expenses: Consistent with GAAP, reimbursed costs for certain customer contracts are presented on a gross basis in both revenue and operating expenses for which the Company recognizes substantially no margin. Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, impairment of investments, acquisition related costs, cost savings initiatives and other non-recurring items. Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables. We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins.

Previous wording

Unrealized (gain) loss on investments, netrepresents net unrealized gains and losses on fair value investments. Prior to 2024, this primarily reflected unrealized losses on our investment in WeWork.

Current wording

Unrealized loss on investments, netrepresents net unrealized gains and losses on fair value investments.

Previous wording

Acquisition related costs and efficiency initiatives includes internal and external consulting costs incurred to implement certain distinct operating efficiency initiatives designed to realign our organization to be a more agile partner to our clients. These initiatives vary in frequency, amount and occurrence based on factors specific to each initiative. In addition, this includes certain direct costs incurred in connection with acquiring businesses.

Current wording

Acquisition related costs includes certain direct costs incurred in connection with acquiring businesses.

Previous wording

Cost savings initiatives primarily reflects severance and other one-time employment-related separation costs related to actions to reduce headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued through September 30, 2024.

Current wording

Cost savings initiatives in 2024 primarily reflects severance and other one-time employment-related separation costs related to actions to reduce headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued through September 30, 2024.

Previous wording

The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (in millions):

Current wording

The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (in millions):

Previous wording

(1) For the three months ended September 30, 2024, Other primarily reflects one-time consulting costs associated with the Company rebranding and discrete offshoring costs. For the nine months ended September 30, 2024, Other also includes non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024, bad debt expense driven by a sublessee default and one-time consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the three and nine months ended September 30, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards and one-time consulting costs associated with certain legal entity reorganization projects.

Current wording

(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives and non-cash amortization of the A/R Securitization servicing liability. For the three months ended March 31, 2025, Other also reflects one-time consulting costs associated with the Proposed Redomicile, as well as a portion of non-cash stock-based compensation expense associated with performance-based equity awards granted to four executive officers in 2024. The long-term incentive awards granted to these four executive officers consisted entirely of performance-based awards in 2024 and they provided for a higher maximum payout than typical awards. This award design structure was unique to 2024 and was not utilized in 2025. We therefore excluded a portion of the non-cash stock-based compensation expense associated with those awards from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods, due to the unique nature of the 2024 awards and because we do not consider it to be a normal, recurring operating expense. For the three months ended March 31, 2024, Other also reflects non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default.

Previous wording

Summary of Total costs and expenses (in millions):

Current wording

Reconciliation of Total costs and expenses to Segment operating expenses and Fee-based operating expenses (in millions):

Previous wording

(1) For the three months ended September 30, 2024, Other primarily reflects one-time consulting costs associated with the Company rebranding, discrete offshoring costs and the effects of movements in foreign currency. For the nine months ended September 30, 2024, Other also includes non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024, bad debt expense driven by a sublessee default and one-time consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the three and nine months ended September 30, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects and the effects of movements in foreign currency.

Current wording

(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives, non-cash amortization of the A/R Securitization servicing liability and the effects of movements in foreign currency. For the three months ended March 31, 2025, Other also reflects one-time consulting costs associated with the Proposed Redomicile, as well as a portion of non-cash stock-based compensation expense associated with performance-based equity awards granted to four executive officers in 2024 (as further discussed above). For the three months ended March 31, 2024, Other also reflects non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default.

Previous wording

Costs of services of $1.9 billion increased $29.7 million or 2% compared to the three months ended September 30, 2023, principally driven by an increase in employment costs of approximately $83.0 million including higher commissions as a result of higher Leasing revenue, partially offset by declines in third-party consumables and sub-contractor costs of approximately $40.0 million, as a result of lower Services revenue. Cost of services provided to clients increased 1% and Cost of gross contract reimbursables increased 2%.

Current wording

Costs of services of $1.9 billion increased $67.8 million or 4% compared to the three months ended March 31, 2024, principally driven by an increase in employment costs of approximately $60.0 million, including higher commissions as a result of higher brokerage revenue, as well as an increase in third-party consumables and sub-contractor costs of approximately $11.0 million. Cost of services provided to clients increased 1% and Cost of gross contract reimbursables increased 8%.

Previous wording

Provision for income taxes for the third quarter of 2024 was $19.3 million on earnings before income taxes of $53.0 million. For the third quarter of 2023, the provision for income taxes was $16.6 million on loss before income taxes of $17.3 million. The increase in income tax expense compared to the three months ended September 30, 2023 was primarily driven by higher earnings before income taxes and changes in the jurisdictional mix of earnings resulting in higher non-deductible losses when compared to the same period in 2023.

Current wording

Provision for income taxes for the first quarter of 2025 was $3.1 million on earnings before income taxes of $5.0 million. For the first quarter of 2024, the provision for income taxes was $2.3 million on a loss before income taxes of $26.5 million. The increase in income tax expense compared to the three months ended March 31, 2024 was primarily driven by the improvement from loss before income taxes to earnings before income taxes, predominately in the U.S. which improved by approximately $51.0 million from the first quarter of 2024, as well as changes in the jurisdictional mix of those earnings.

Previous wording

Net income was $33.7 million for the three months ended September 30, 2024 compared to net loss of $33.9 million for the three months ended September 30, 2023. Net income margin was 1.4% compared to net loss margin of 1.5% for the three months ended September 30, 2023. The $67.6 million increase in net income was driven by growth in our Leasing service line, the impact of our cost savings initiatives, a one-time gain from insurance proceeds and lower losses on our fair value investments. Additionally, a loss on debt extinguishment incurred in 2023 contributed to the improvement from the prior year period. These favorable trends were partially offset by declines in our Services and Capital markets service lines, higher incentive compensation and the loss on disposition recognized in the third quarter of 2024.

Current wording

Net income was $1.9 million for the three months ended March 31, 2025 compared to a net loss of $28.8 million for the three months ended March 31, 2024. Net income margin was 0.1% compared to net loss margin of 1.3% for the three months ended March 31, 2024. The $30.7 million improvement in net income was principally driven by growth in our Leasing and Capital markets service lines, the impact of our cost savings initiatives, lower interest expense and lower depreciation and amortization expense. These favorable trends were partially offset by higher stock-based compensation expense and cost inflation.

Previous wording

Adjusted EBITDA of $142.5 million decreased $7.5 million or 5% compared to the three months ended September 30, 2023, driven by the same factors impacting Net income above, with the exception of the gain from insurance proceeds, net unrealized losses on our fair value investments, loss on disposition and loss on debt extinguishment incurred in the prior year period. Adjusted EBITDA margin, measured against service line fee revenue, of 8.7% declined 72 basis points from the third quarter of 2023.

Current wording

Adjusted EBITDA of $96.2 million increased $18.1 million or 23% compared to the three months ended March 31, 2024, driven by the same factors impacting Net income above, with the exception of interest expense and depreciation and amortization expense. Adjusted EBITDA margin, measured against service line fee revenue, of 6.2% increased 103 basis points from the first quarter of 2024.

Previous wording

We report our operations through the following segments: (1) Americas, (2) EMEA and (3) APAC. The Americas consists of operations located in the United States, Canada and key markets in Latin America. EMEA includes operations in the United Kingdom, France, Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore, China and other markets in the Asia Pacific region.

Current wording

We report our operations through the following segments: (1) Americas, (2) EMEA and (3) APAC. The Americas consists of operations located in the United States, Canada and other markets in North and South America. EMEA includes operations in the United Kingdom, France, the Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore, India and other markets in the Asia Pacific region.

Previous wording

For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines. Gross contract reimbursables reflects revenue from clients which have substantially no margin. Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized (gain) loss on investments, net, loss on dispositions, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, gains from insurance proceeds and other non-recurring items.

Current wording

For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines. Gross contract reimbursables reflects revenue from clients which have substantially no margin. Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized loss on investments, net, impairment of investments, acquisition related costs, cost savings initiatives and other non-recurring items.

Previous wording

Americas revenue in the third quarter of 2024 was $1.8 billion, an increase of $48.6 million or 3% from the third quarter of 2023. This increase was principally driven by higher Leasing revenue which was up 16%, primarily due to higher tenant representation revenue as a result of more favorable market conditions than the third quarter of 2023. In addition, Valuation and other and Capital markets revenue increased by 24% and 2%, respectively, reflecting improved business confidence. Partially offsetting these increases were declines in Services and Gross contract reimbursables revenue of 1% and 2%, respectively, primarily as a result of the sale of a non-core Services business on August 1, 2024.

Current wording

Americas revenue in the first quarter of 2025 was $1.7 billion, an increase of $67.3 million or 4% from the first quarter of 2024. This increase was principally driven by higher Leasing revenue which was up 14%, primarily due to higher tenant representation revenue in the office and industrial sectors, as a result of more favorable market conditions than the first quarter of 2024, as well as a relatively higher number of large deals. Capital markets and Valuation and other revenue increased 4% and 10%, respectively, as rate stability and built-up demand continued to positively impact transaction volumes in the first quarter of 2025. Excluding the impact of the sale of a non-core Services business August 2024, which reduced facilities management and Gross contract reimbursables revenue by $26.2 million and $18.4 million, respectively, Services and Gross contract reimbursables revenue increased 5% and 6%, respectively, compared to the first quarter of 2024, primarily driven by higher facilities services revenue of approximately $18.0 million.

Previous wording

Fee-based operating expenses of $3.1 billion decreased 1% principally due to lower sub-contractor and third-party consumable costs associated with revenue decreases in Services, as well as the impact of our cost savings initiatives.

Current wording

Fee-based operating expenses of $173.4 million decreased 5%, on a local currency basis, principally due to lower third-party consumables and sub-contractor costs of approximately $8.0 million associated with revenue decreases in Services, as well as lower commissions of approximately $2.0 million due to declines in our Leasing revenue.

Previous wording

APAC revenue in the third quarter of 2024 was $373.8 million, an increase of $31.6 million or 9% from the third quarter of 2023. Excluding the favorable impact of foreign currency of $4.1 million, APAC revenue increased 8% on a local currency basis. The increase was principally driven by growth in Services and Gross contract reimbursables revenue which were up 6% and 26%, respectively, on a local currency basis, due to increases in facilities management and facilities services. In addition, Leasing revenue increased 13% on a local currency basis, due to more favorable market conditions than the third quarter of 2023. Partially offsetting these trends were declines in Capital markets and Valuation and other revenue of 44% and 10%, respectively, on a local currency basis.

Current wording

APAC revenue in the first quarter of 2025 was $391.3 million, an increase of $49.9 million or 15% from the first quarter of 2024. Excluding the unfavorable impact of foreign currency of $8.7 million, APAC revenue increased 18% on a local currency basis. The increase was principally driven by higher Leasing and Capital markets revenue, which increased 16% and 59%, respectively, on a local currency basis. Leasing revenue growth was driven by strength in Australia and China. Capital markets revenue growth was primarily driven by several large deals in Japan. Services revenue increased 3%, on a local currency basis, due to increases in project management and facilities management of approximately $2.0 million and $1.0 million, respectively, and Gross contract reimbursables revenue increased 53%, on a local currency basis, primarily due to one significant facilities management contract for which we started providing services across APAC in July 2024. Partially offsetting these trends was a decline in Valuation and other revenue of 5%, on a local currency basis.

Previous wording

Fee-based operating expenses of $754.3 million increased 4% on a local currency basis principally due to higher sub-contractor and third-party consumable costs associated with revenue increases in Services, partially offset by the impact of our cost savings initiatives.

Current wording

Fee-based operating expenses of $258.6 million increased 4%, on a local currency basis, principally due to higher commissions of approximately $4.0 million associated with higher brokerage revenue.

Previous wording

Our primary sources of liquidity are cash flows from operations, available cash reserves, debt capacity under our Revolver and funding from our A/R Securitization. Our primary uses of liquidity are operating expenses, acquisitions, investments and debt payments.

Current wording

Our primary sources of liquidity are cash flows from operations, available cash reserves, debt capacity under our Revolver and funding from our A/R Securitization. Our primary uses of liquidity are operating expenses, acquisitions, strategic growth investments and debt payments.

Previous wording

While macroeconomic challenges and uncertainty continue to be present, we believe that we have maintained sufficient liquidity to satisfy our working capital and other funding requirements, including capital expenditures, and expenditures for human capital and contractual obligations, with operating cash flow and cash on hand and, as necessary, borrowings under our Revolver or funding from our A/R Securitization. We continually evaluate opportunities to obtain, retire or restructure our debt, credit facilities or financing arrangements for strategic reasons or to obtain additional financing to fund investments, operations and obligations to further strengthen our financial position.

Current wording

While macroeconomic challenges and uncertainty continue to be present, we believe that we have maintained sufficient liquidity to satisfy our working capital and other funding requirements, including capital expenditures, and expenditures for human capital and contractual obligations, with operating cash flow and cash on hand and, as necessary, borrowings under our Revolver or funding from our A/R Securitization. Over the last several years we have been focused on managing the balance sheet and improving operating cash flows through working capital efficiencies. We also continually evaluate opportunities to obtain, retire or restructure our debt, credit facilities or financing arrangements for strategic reasons or to obtain additional financing to fund investments, operations and obligations to further strengthen our financial position.

Previous wording

In October 2024, we elected to prepay the remaining $47.9 million principal balance outstanding under the 2025 Tranche of our Term Loans, bringing our aggregate year-to-date debt repayments, including required principal payments, to $200.4 million. As of the date of this report, there are no funded long-term debt arrangements maturing prior to 2028. Additionally, in October 2024, we repriced the 2030 Tranche-2 of our Term Loans, reducing the applicable interest rate by 50 basis points to 1-month Term SOFR plus 3.25%.

Current wording

We actively manage our indebtedness through additional refinancings and repricings and since January 1, 2024, we have continued to reduce our leverage. During the first quarter of 2025, the Company repriced the 2030 Tranche-1 to reduce the applicable interest rate and elected to prepay $25.0 million in principal outstanding under the 2030 Tranche-2. As of March 31, 2025, there are no funded long-term debt arrangements maturing prior to 2028.

Previous wording

As of September 30, 2024, the Company had $1.9 billion of liquidity, consisting of cash and cash equivalents of $0.8 billion and availability on our undrawn Revolver of $1.1 billion.

Current wording

As of March 31, 2025, the Company had $1.7 billion of liquidity, consisting of cash and cash equivalents of $0.6 billion and availability on our undrawn Revolver of $1.1 billion.

Previous wording

As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the nine months ended September 30, 2024 were $31.7 million.

Current wording

As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the three months ended March 31, 2025 were $4.6 million.

Previous wording

The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $200.0 million. As of September 30, 2024, the Company had aggregate capital outstanding under this facility of $125.0 million. This amount was repaid in full in October 2024. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs. Refer to Note 14: Accounts Receivable Securitization of the Notes to the Condensed Consolidated Financial Statements for further information.

Current wording

The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $200.0 million. As of March 31, 2025, the Company had aggregate capital outstanding under this facility of $130.0 million and the unused portion of the facility limit, net of letters of credit, was $36.6 million. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs. Refer to Note 13: Accounts Receivable Securitization of the Notes to the Condensed Consolidated Financial Statements for further information.

Previous wording

We generated $92.8 million of cash from operating activities during the nine months ended September 30, 2024, an increase of $143.0 million compared to the nine months ended September 30, 2023. For the nine months ended September 30, 2024, we used net working capital for operations of $69.9 million, a decrease of $154.3 million compared to the nine months ended September 30, 2023. The reduction in our use of net working capital was principally driven by lower bonus accruals and lower income taxes payable, partially offset by lower trade receivables. In addition, the improvement in cash flows from operating activities was driven by a $123.6 million increase from net loss to net income.

Current wording

We used $162.0 million of cash from operating activities during the three months ended March 31, 2025, an increase of $36.9 million compared to the three months ended March 31, 2024, primarily driven by higher net working capital used for operations, offset by an improvement from net loss to net income of $30.7 million and higher non-cash charges of $32.1 million from the prior year period. For the three months ended March 31, 2025, we used net working capital for operations of $255.7 million, an increase of $99.7 million compared to the three months ended March 31, 2024. The increase in our use of net working capital was principally driven by higher cash payments for prepaid expenses and bonuses compared to the prior period of approximately $23.0 million and $31.0 million, respectively, and approximately $61.0 million lower collections of trade receivables and contract assets. These trends in working capital were offset by higher accounts payable of approximately $27.0 million.

Previous wording

We generated $114.3 million of cash from investing activities during the nine months ended September 30, 2024, an increase of $34.1 million compared to the nine months ended September 30, 2023, primarily driven by proceeds from the sale of a non-core Services business in the third quarter of 2024 of $121.4 million, offset by a decrease in the net capital funding from the facility limit secured by our A/R Securitization of $95.0 million and lower investments in equity securities.

Current wording

We generated $20.6 million of cash from investing activities during the three months ended March 31, 2025, an improvement of $31.4 million compared to the three months ended March 31, 2024, primarily driven by an increase in the net capital funding from the facility limit secured by our A/R Securitization of $30.0 million and lower capital expenditures. These trends were partially offset by a $4.9 million increase in cash paid for the acquisition of a business in the first quarter of 2025, reflecting our continued focus on growth investments.