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Item 2 — Management's Discussion and Analysis
Cushman & Wakefield Ltd. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Annual Report”).
As discussed in “Cautionary Note Regarding Forward-Looking Statements” below, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A of our 2025 Annual Report and Part II, Item 1A in this Quarterly Report. Our fiscal year ends December 31.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report may contain forward-looking statements that reflect our current views with respect to, among other things, future events, results and financial performance, which are intended to be covered by the safe harbor provisions for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. We also discuss those risks, uncertainties and other factors in our 2025 Annual Report in Part I, Item 1A.
These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expect,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seek,” “predict,” “intends,” “plans,” “estimates,” “anticipate,” “target,” “forecasts” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Quarterly Report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statements and should consider the following factors, as well as the factors discussed under “Risk Factors” in this Quarterly Report and in our 2025 Annual Report in Part I, Item 1A. The Company believes that these factors include, but are not limited to:
•disruptions in general macroeconomic conditions and global and regional demand for commercial real estate;
•risks associated with sociopolitical polarization and changes in political landscapes;
•social, geopolitical and economic risks associated with its international operations;
•foreign currency volatility;
•the seasonality of significant portions of its revenue and cash flow;
•its ability to recruit and retain qualified revenue-producing advisors and senior management;
•its ability to maintain and execute its information technology strategies;
•the increasing use of artificial intelligence (“AI”) technologies in its operations and client service offerings and the inadequate deployment and governance of these AI technologies;
•interruption or failure of its information technology, communications systems or data services;
•its vulnerability to potential breaches in security or other threats related to its information systems;
•its ability to comply with cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations;
•the concentration of business with specific corporate clients;
•its ability to preserve, grow and leverage the value of its brand;
•its ability to compete globally, regionally and locally and its ability to cross-sell its services;
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•the extent to which infrastructure disruptions may affect its ability to provide its services;
•the failure of its mergers, acquisitions and investments to perform as expected or the lack of future acquisition opportunities;
•the potential impairment of its goodwill or equity method investments;
•its ability to comply with new and existing laws, regulations or licensing requirements;
•changes in tax legislation or tax rates and its ability to make correct determinations in complex and varied tax regimes;
•incremental tax risk associated with Bermuda’s limited network of international treaties;
•the failure of third parties performing on its behalf to comply with contract, regulatory or legal requirements;
•risks related to climate change and with respect to other environmental conditions;
•restrictions imposed on the Company by the agreements governing its indebtedness;
•its amount of indebtedness and the potential adverse impact on its available cash flow and the operation of its business;
•its ability to incur more indebtedness;
•litigation and regulatory risks;
•the fact that the rights of its shareholders may be limited or otherwise differ in certain respects from the rights afforded to shareholders of a U.S. corporation;
•risks related to its capital allocation strategy including current intentions to not pay cash dividends; and
•other risk factors identified elsewhere in this Quarterly Report and under Item 1A of Part I of its 2025 Annual Report.
The factors identified above should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. The forward-looking statements made in this Quarterly Report are made only as of the date of this Quarterly Report. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of events or circumstances, new information, future developments or otherwise after the date of this report, except as required by applicable securities laws.
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified in this Quarterly Report that could cause actual results to differ before making an investment decision to purchase our common shares.
Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.
Overview
Cushman & Wakefield is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors. Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment. Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
Recent Developments and Outlook
Effective January 1, 2026, the Company no longer reports “service line fee revenue”, as well as the following non-GAAP financial measures: (i) Adjusted EBITDA margin, (ii) Segment operating expenses and (iii) Fee-based operating expenses. The Company also revised the definition of “Cost of gross contract reimbursables” to include reimbursed costs including client-dedicated labor, subcontractor costs and third-party consumables specific to cost-based client contracts. Such costs are now being reported as “Gross contract costs” and comparative periods have been recast to conform with the revised presentation and definition. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees included in revenue) and primarily relate to Services. The changes are intended to better align the Company’s reporting of financial performance with industry competitors and
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enhance decision making by the Company’s management. In addition, the Company refined the allocation of corporate costs to better align with results from its reportable segments, which impacted previously reported Adjusted EBITDA by segment with no impact to consolidated results. The reporting changes had no impact on the Company’s total revenue, consolidated net income, earnings per share or cash flows for any of the previously reported periods.
Second Quarter Results:
•Revenue of $2.8 billion for the second quarter of 2026 increased 11% from the second quarter of 2025.
◦Services revenue increased 8%, reflecting sustained momentum across all segments, led by higher facilities management and project management revenue.
◦Leasing revenue increased 27%, driven by growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers.
◦Capital markets revenue decreased 1%, resulting from a 6% decline in the Americas driven primarily by declines in mid-sized transactions, most notably in the multi-family sector, partially offset by strength in EMEA and APAC.
◦Valuation and other revenue increased 10%.
•Net income of $52.7 million for the second quarter of 2026 decreased $4.6 million or 8% from the second quarter of 2025. Diluted earnings per share (“EPS”) was $0.22 for the second quarter of 2026, down $0.03, compared to $0.25 for the second quarter of 2025.
◦Adjusted EBITDA (as defined below) of $183.6 million increased $21.9 million or 14% from the second quarter of 2025.
•In June 2026, the Company amended its Credit Agreement to (i) reprice a senior secured term loan, reducing the interest rate by 50 basis points to 1-month Term SOFR plus 2.25%, (ii) extend the maturity date to 2033, and (iii) increase the principal amount by $352.5 million. The proceeds were used to partially redeem the senior secured notes due in 2028 which, along with the $100.0 million partial redemption in May 2026, reduced the outstanding principal on the notes by $450.0 million in the quarter.
Year-to-Date Results:
•Revenue of $5.3 billion for the first half of 2026 increased 11% from the first half of 2025.
•Net income of $40.1 million for the first half of 2026 decreased $19.1 million or 32% from the first half of 2025. Diluted EPS was $0.17 for the first half of 2026, down $0.08, compared to $0.25 for the first half of 2025.
◦Adjusted EBITDA of $294.9 million increased $37.0 million or 14% from the first half of 2025.
•Liquidity as of June 30, 2026 was $1.5 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.5 billion.
Macroeconomic Trends and Uncertainty
Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions. Improvements in several underlying macroeconomic factors drove growth and continued resilience in our business, as evidenced by revenue growth in most of our service lines. In the first half of 2026, we experienced sustained momentum in Services and continued strength in Leasing revenue compared to the first half of 2025. Nonetheless, certain macroeconomic challenges and geopolitical uncertainties, including volatility in interest rates, inflation, international trade policy and new or elevated tariffs, elevated levels of unemployment, rising energy costs and volatility in foreign currency exchange rates, have in the past and may in the future, negatively impact our business. A delay or stall in any economic improvement, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines.
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Critical Accounting Policies and Estimates
Our unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”), which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience, current facts and circumstances, and on other factors that we believe to be reasonable. Actual results may differ from those estimates and assumptions. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. A discussion of our critical accounting policies and estimates can be found in the Company’s 2025 Annual Report. There have been no material changes to these policies or estimates as of June 30, 2026.
Recently Issued Accounting Pronouncements
Refer to Note 2: New Accounting Pronouncements of the Notes to the Condensed Consolidated Financial Statements.
Items Affecting Comparability
When reading our financial statements and the information included in this Quarterly Report, it should be considered that we have experienced, and continue to experience, several material trends and uncertainties that have affected our financial condition and results of operations and could affect future performance. We believe that the following material trends and uncertainties are important to understand the variability of our historical earnings and cash flows and any potential future variability.
Macroeconomic Conditions
Our results of operations are significantly impacted by economic trends, government policies and 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, international trade policy 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.
Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our earnings as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to 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.
Acquisitions and Dispositions
Our results may include the incremental impact of completed transactions, which could impact the comparability of our results on a year-over-year basis. Our results could include incremental revenues and expenses following the completion of an acquisition, or comparable results could include revenues and expenses of recent dispositions. Additionally, there could be an adverse impact on net income for a period of time after the completion of an acquisition driven by transaction-related and integration expenses. From time to time, we use strategic and in-fill acquisitions, as well as joint ventures, to add new service capabilities, to increase our scale within existing capabilities and to expand our presence in new or existing geographic regions globally. As it relates to dispositions, results may include gains or losses on the disposition and we may incur incremental transaction-related costs that could have an adverse impact on net income.
International Operations
Our business consists of service lines operating in multiple regions inside and outside of the U.S. Our international operations expose us to global economic trends, as well as foreign government tax, regulatory and policy measures.
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.
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In order to assist our investors and improve comparability of results, we present the year-over-year changes in our results of operations and certain non-GAAP financial measures 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.
Seasonality
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.
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Use of Non-GAAP Financial Measures
The Company uses the following measures, which are considered “non-GAAP financial measures” under SEC guidelines:
i.Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”); and
ii.Local currency.
Management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business. These measures are not measurements recognized under GAAP. When analyzing our operating results, investors should use these measures in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP. Because the Company’s calculation of these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly titled measures of other companies.
The Company believes that these measures provide a more complete understanding of ongoing operations, enhance comparability of current results to prior periods and may be useful for investors to analyze our financial performance. The measures eliminate the impact of certain items that may obscure trends in the underlying performance of our business. The Company believes that they are useful to investors for the additional purposes described below.
Adjusted EBITDA: 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 (gain) on investments, net; impairment of investments; A/R Securitization servicing liability, fees and amortization; pension buy-out settlement loss; non-operating items related to our equity method investment in Cushman Wakefield Greystone LLC (the “Greystone JV”); 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.
Local currency: In discussing our results, we refer to percentage changes in local currency. These metrics are calculated by holding foreign currency exchange rates constant in year-over-year comparisons. Management believes that this methodology provides investors with greater visibility into the performance of our business excluding the effect of foreign currency rate fluctuations.
Adjustments to GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures
During the periods presented in this Quarterly Report, we had the following adjustments:
Unrealized loss (gain) on investments, net represents net unrealized gains and losses on real estate investments.
Impairment of investments reflects certain one-time impairment charges related to investments, equity method investments or other assets.
Servicing liability, fees and amortization reflects the additional non-cash servicing liability accrued in connection with the A/R Securitization amendment in March 2026, net of amortization, along with related fees incurred to execute the amendment. The liability will be amortized through March 2029.
Pension buy-out settlement loss represents the non-cash settlement charge related to a pension buy-out arrangement in the U.K.
Non-operating items related to the Greystone JV reflects certain non-operating activity presented within earnings (loss) from equity method investments related to the Greystone JV for (i) gains recognized from the retention of mortgage servicing rights (“MSRs”) upon the origination and sale of mortgage loans, (ii) increases or decreases in the fair value of the MSRs and (iii) estimated provisions for credit losses related to mortgage loans. This activity is specific to the Greystone JV rather than all of the Company’s equity method investments based on the Greystone JV’s specialized industry, namely, multi-family lending and loan servicing solutions. Starting in the second quarter of 2025, the Company has excluded such activity from the calculation of Adjusted EBITDA as it is non-cash in nature and does not represent the underlying operating performance of the business. This activity is reported entirely within the Americas reportable segment.
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Results of Operations
The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Change in USD % Change in Local Currency 2026 2025 % Change in USD % Change in Local Currency
Revenue:
Services $ 1,801.3 $ 1,668.0 8 % 7 % $ 3,544.1 $ 3,271.7 8 % 7 %
Leasing 628.5 493.1 27 % 27 % 1,126.1 911.5 24 % 23 %
Capital markets 206.4 207.8 (1) % (1) % 388.0 365.6 6 % 5 %
Valuation and other 126.4 115.0 10 % 8 % 240.2 219.7 9 % 6 %
Total revenue $ 2,762.6 $ 2,483.9 11 % 11 % $ 5,298.4 $ 4,768.5 11 % 10 %
Costs and expenses:
Gross contract costs(1) $ 1,126.7 $ 1,031.4 9 % 9 % $ 2,216.4 $ 2,011.1 10 % 10 %
Cost of services provided to clients 1,123.9 985.2 14 % 13 % 2,149.3 1,905.8 13 % 11 %
Total costs of services 2,250.6 2,016.6 12 % 11 % 4,365.7 3,916.9 11 % 10 %
Operating, administrative and other 349.3 318.3 10 % 9 % 686.1 624.1 10 % 8 %
Depreciation and amortization 28.5 26.2 9 % 8 % 53.8 52.9 2 % 0 %
Restructuring, impairment and related charges — — 0 % 0 % — 6.5 (100) % (100) %
Total costs and expenses 2,628.4 2,361.1 11 % 11 % 5,105.6 4,600.4 11 % 10 %
Operating income 134.2 122.8 9 % 10 % 192.8 168.1 15 % 16 %
Interest expense, net of interest income (59.6) (53.2) 12 % 11 % (108.7) (105.5) 3 % 2 %
Earnings (loss) from equity method investments 2.3 0.2 n.m. n.m. (1.8) 11.3 n.m. n.m.
Other income (expense), net 0.4 6.4 (94) % (94) % (14.6) 7.3 n.m. n.m.
Earnings before income taxes 77.3 76.2 1 % 4 % 67.7 81.2 (17) % (14) %
Provision for income taxes 24.6 18.9 30 % 29 % 27.6 22.0 25 % 25 %
Net income $ 52.7 $ 57.3 (8) % (5) % $ 40.1 $ 59.2 (32) % (29) %
Adjusted EBITDA $ 183.6 $ 161.7 14 % 13 % $ 294.9 $ 257.9 14 % 14 %
n.m. not meaningful
(1) Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
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Reconciliation of Net income to Adjusted EBITDA (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income $ 52.7 $ 57.3 $ 40.1 $ 59.2
Adjustments:
Depreciation and amortization 28.5 26.2 53.8 52.9
Interest expense, net of interest income 59.6 53.2 108.7 105.5
Provision for income taxes 24.6 18.9 27.6 22.0
Unrealized loss (gain) on investments, net 3.1 (0.3) 4.2 0.4
Impairment of investments — — — 6.5
Servicing liability, fees and amortization (0.4) — 10.8 —
Pension buy-out settlement loss 0.6 — 17.2 —
Non-operating items related to the Greystone JV 10.6 10.6 23.5 10.6
Other(1) 4.3 (4.2) 9.0 0.8
Adjusted EBITDA $ 183.6 $ 161.7 $ 294.9 $ 257.9
(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger-related deferred rent and tenant incentives, legal fees and costs associated with an antitrust dispute (see Note 11: Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements), costs related to transformative system implementations that may take several years to complete and 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. 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 and because we do not consider it to be a normal, recurring operating expense.
For the three and six months ended June 30, 2025, Other also includes the release of a non-ordinary course compliance reserve, which when originally accrued in the third quarter of 2023, had been included as an adjustment in the reconciliation of Net income to Adjusted EBITDA within the line item “Legal and compliance matters,” offset by one-time consulting costs associated with the redomiciliation to Bermuda.
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Three months ended June 30, 2026 compared to the three months ended June 30, 2025
Revenue
Revenue of $2.8 billion increased $278.7 million or 11% compared to the three months ended June 30, 2025, primarily driven by Services and Leasing revenue growth of 8% and 27%, respectively. Services revenue was strong across all segments, led by higher facilities management revenue, which increased approximately $55.0 million including through new client wins and the expansion of existing client mandates and higher project management revenue in the Americas and EMEA, which increased approximately $27.0 million and $20.0 million, respectively. Leasing revenue increased principally driven by growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers, as demand for high-quality assets remained strong. Valuation and other revenue increased 10%. Capital markets revenue decreased 1%, resulting from a 6% decline in the Americas driven primarily by declines in mid-sized transactions, most notably in the multi-family sector, partially offset by strength in EMEA and APAC.
Costs of services
Costs of services of $2.3 billion increased $234.0 million or 12% compared to the three months ended June 30, 2025. Gross contract costs increased $95.3 million or 9%, principally driven by an increase in reimbursed client-dedicated labor costs of approximately $44.0 million and third-party consumables and sub-contractor costs of approximately $49.0 million. Of the $95.3 million increase in Gross contract costs, $94.3 million related to Services. Cost of services provided to clients increased $138.7 million or 14%, primarily due to an increase in employment costs of approximately $120.0 million, including higher commissions associated with higher brokerage revenue and higher salaries as a result of higher Services revenue. Of the $138.7 million increase in Cost of services provided to clients, $30.2 million related to Services.
Operating, administrative and other
Operating, administrative and other expenses of $349.3 million increased $31.0 million or 10% compared to the three months ended June 30, 2025, primarily driven by an increase in employment costs of approximately $14.0 million, largely due to higher salaries and bonuses, as well as higher occupancy costs, strategic investments and cost inflation.
Interest expense, net of interest income
Interest expense, net of interest income of $59.6 million increased $6.4 million or 12% compared to the three months ended June 30, 2025, primarily due to $4.5 million of costs associated with the amendment of the Credit Agreement, as well as a $2.0 million loss on debt extinguishment from the partial redemptions of the senior secured notes due in 2028.
Earnings from equity method investments
Earnings from equity method investments of $2.3 million increased $2.1 million compared to the three months ended June 30, 2025, primarily due to an increase of $2.2 million recognized from the Greystone JV driven primarily by lower provisions for credit losses for mortgage loans compared to the second quarter of 2025. In the second quarter of 2026, the Greystone JV recorded a non-cash provision for loan losses of $9.0 million, of which the Company recorded $3.6 million based on its 40% equity interest which was included within Earnings (loss) from equity method investments. Changes in expectations and forecasts may materially impact the provision for loan losses in the future.
Other income, net
Other income, net of $0.4 million decreased $6.0 million or 94% compared to the three months ended June 30, 2025. The decline was principally driven by an increase in unrealized losses on our real estate investments of $3.4 million.
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Provision for income taxes
Provision for income taxes for the second quarter of 2026 was $24.6 million on earnings before income taxes of $77.3 million. For the second quarter of 2025, the provision for income taxes was $18.9 million on earnings before income taxes of $76.2 million. The increase in income tax expense compared to the second quarter of 2025 was primarily attributable to higher earnings before income taxes and changes in the jurisdictional mix of those earnings, as well as discrete tax adjustments recorded in the second quarter of 2026, including higher accruals associated with uncertain tax positions.
Net income and Adjusted EBITDA
Net income of $52.7 million decreased by $4.6 million or 8% compared to the three months ended June 30, 2025. The decrease in net income was principally driven by declines in our Capital markets service line, higher interest expense, higher unrealized losses on real estate investments, higher occupancy costs, strategic investments and cost inflation. These unfavorable trends were partially offset by growth in our Services and Leasing service lines.
Adjusted EBITDA of $183.6 million increased $21.9 million or 14% compared to the three months ended June 30, 2025, attributable to the same factors impacting Net income above, with the exception of interest expense and unrealized losses on real estate investments.
Six months ended June 30, 2026 compared to the six months ended June 30, 2025
Revenue
Revenue of $5.3 billion increased $529.9 million or 11% compared to the six months ended June 30, 2025, primarily driven by Services and Leasing revenue growth of 8% and 24%, respectively. Services revenue was strong across all segments, led by higher facilities management revenue, which increased approximately $133.0 million including through new client wins and the expansion of existing client mandates and higher project management revenue of approximately $91.0 million. Leasing revenue increased principally driven by growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers, as demand for high-quality assets remained strong. Capital markets revenue increased 6%, with growth in all segments compared to the first half of 2025, reflecting our ongoing investments in hiring top talent and strengthening our platform, partially offset by declines in the multi-family sector. Valuation and other revenue increased 9%.
Costs of services
Costs of services of $4.4 billion increased $448.8 million or 11% compared to the six months ended June 30, 2025. Gross contract costs increased $205.3 million or 10%, principally driven by an increase in reimbursed client-dedicated labor costs of approximately $75.0 million and third-party consumables and sub-contractor costs of approximately $126.0 million. Of the $205.3 million increase in Gross contract costs, $202.9 million related to Services. Cost of services provided to clients increased $243.5 million or 13%, primarily due to an increase in employment costs of approximately $213.0 million, including higher commissions associated with higher brokerage revenue and higher salaries as a result of higher Services revenue. Of the $243.5 million increase in Cost of services provided to clients, $49.1 million related to Services. Total costs of services as a percentage of total revenue was 82% for both the six months ended June 30, 2026 and 2025.
Operating, administrative and other
Operating, administrative and other expenses of $686.1 million increased $62.0 million or 10% compared to the six months ended June 30, 2025, primarily driven by an increase in employment costs of approximately $28.0 million, largely due to higher salaries, as well as higher technology costs, higher occupancy costs, strategic investments and cost inflation. In addition, the Company recorded a non-cash servicing liability of $11.8 million related to the A/R Securitization amendment in March 2026. Operating, administrative and other expenses as a percentage of total revenue was 13% for both the six months ended June 30, 2026 and 2025.
Restructuring, impairment and related charges
The Company did not incur any Restructuring, impairment and related charges during the six months ended June 30, 2026. In the six months ended June 30, 2025, Restructuring, impairment and related charges of $6.5 million were related to an impairment loss on real estate investments.
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Earnings (loss) from equity method investments
Loss from equity method investments was $1.8 million for the six months ended June 30, 2026 compared to earnings from equity method investments of $11.3 million for the six months ended June 30, 2025. The $13.1 million decline was primarily due to a decrease of $9.0 million in earnings recognized from the Greystone JV driven by changes in mix of mortgage loan origination volumes compared to the six months ended June 30, 2025, contributing to a lower value of MSRs, and higher provisions for credit losses for mortgage loans due to expected losses on specific loans and higher risk-sharing obligations. In the six months ended June 30, 2026, the Greystone JV recorded a non-cash provision for loan losses of $17.6 million, of which the Company recorded $7.1 million based on its 40% equity interest which was included within Earnings (loss) from equity method investments. Changes in expectations and forecasts may materially impact the provision for loan losses in the future. In addition, the Company recognized lower earnings from our equity method investment in CWVS Holding Limited (the “Onewo JV”), which declined $3.2 million compared to the six months ended June 30, 2025 due to higher provisions for credit losses.
Other (expense) income, net
Other expense, net was $14.6 million for the six months ended June 30, 2026 compared to other income, net of $7.3 million for the six months ended June 30, 2025. The $21.9 million decline was principally due to the non-cash settlement loss of $17.2 million related to a pension buy-out arrangement in the U.K. (see Note 10: Employee Benefits of the Notes to the Condensed Consolidated Financial Statements for further information). In addition, the Company recognized lower realized and unrealized gains from our real estate investments compared to the second quarter of 2025.
Provision for income taxes
Provision for income taxes for the six months ended June 30, 2026 was $27.6 million on earnings before income taxes of $67.7 million. For the six months ended June 30, 2025, the provision for income taxes was $22.0 million on earnings before income taxes of $81.2 million. The increase in income tax expense compared to the six months ended June 30, 2025 was primarily attributable to discrete tax adjustments recorded in the first half of 2026, including higher accruals associated with uncertain tax positions and return to provision adjustments from various foreign entities.
Net income and Adjusted EBITDA
Net income of $40.1 million decreased by $19.1 million or 32% compared to the six months ended June 30, 2025. The decrease in net income was principally driven by the pension buy-out settlement loss, A/R Securitization servicing liability, lower earnings recognized from our equity method investments, higher occupancy costs, strategic investments and cost inflation. These unfavorable trends were partially offset by growth in all of our service lines.
Adjusted EBITDA of $294.9 million increased $37.0 million or 14% compared to the six months ended June 30, 2025, attributable to the same factors impacting Net income above, with the exception of the pension buy-out settlement loss, A/R Securitization servicing liability and non-operating items related to the Greystone JV.
Segment Results
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.
Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized loss (gain) on investments, net; impairment of investments; A/R Securitization servicing liability, fees and amortization; pension buy-out settlement loss; non-operating items related to the Greystone JV; and other non-recurring items.
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Americas Results
The following table summarizes the results of operations of our Americas reportable segment for the three and six months ended June 30, 2026 and 2025 (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Change in USD % Change in Local Currency 2026 2025 % Change in USD % Change in Local Currency
Revenue:
Services $ 1,267.6 $ 1,202.1 5 % 5 % $ 2,501.2 $ 2,388.9 5 % 4 %
Leasing 523.5 388.0 35 % 35 % 937.4 734.3 28 % 27 %
Capital markets 160.9 171.7 (6) % (6) % 302.8 287.6 5 % 5 %
Valuation and other 45.8 42.3 8 % 8 % 85.4 81.7 5 % 4 %
Total revenue $ 1,997.8 $ 1,804.1 11 % 10 % $ 3,826.8 $ 3,492.5 10 % 9 %
Segment expenses:
Gross contract costs(1) $ 882.5 $ 818.2 8 % 8 % $ 1,737.9 $ 1,626.8 7 % 7 %
Cost of services provided to clients 762.2 675.9 13 % 12 % 1,439.2 1,277.6 13 % 12 %
Operating, administrative and other 231.8 212.6 9 % 9 % 450.4 424.1 6 % 6 %
Segment expenses 1,876.5 1,706.7 10 % 10 % 3,627.5 3,328.5 9 % 9 %
Add: Other segment items(2) 14.7 12.9 14 % 15 % 33.0 23.9 38 % 37 %
Adjusted EBITDA $ 136.0 $ 110.3 23 % 23 % $ 232.3 $ 187.9 24 % 23 %
(1) Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
(2) Other segment items include earnings (loss) from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
Americas: Three months ended June 30, 2026 compared to the three months ended June 30, 2025
Americas revenue in the second quarter of 2026 was $2.0 billion, an increase of $193.7 million or 11% from the second quarter of 2025. This increase was principally driven by 35% growth in Leasing revenue, reflecting continued strength in office and industrial leasing, including data centers, as demand for high-quality assets remained strong. Services revenue increased 5%, led by higher project management revenue of approximately $27.0 million and higher facilities management revenue of approximately $22.0 million due to new client wins and the expansion of existing client mandates. Valuation and other revenue increased 8%. Capital markets revenue decreased 6%, driven primarily by declines in mid-sized transactions, most notably in the multi-family sector, partially offset by two large data center deals in the second quarter of 2026.
Gross contract costs of $882.5 million increased $64.3 million or 8%, reflecting higher reimbursed client-dedicated labor costs of approximately $40.0 million and higher third-party consumables and sub-contractor costs of approximately $22.0 million associated with revenue growth in Services and changes in client mix. Of the total Americas Gross contract costs, $875.1 million and $811.4 million related to Services for the second quarter of 2026 and 2025, respectively. Cost of services provided to clients of $762.2 million increased $86.3 million or 13%, primarily due to higher commissions associated with higher Leasing revenue. Of the total Americas Cost of services provided to clients, $251.7 million or 33% related to Services. Additionally, Cost of services provided to clients attributable to Services declined $2.7 million from the second quarter of 2025, offset by an increase of $89.0 million attributable to other service lines. Operating, administrative and other expenses of $231.8 million increased $19.2 million or 9%, largely driven by higher salaries, higher occupancy costs, strategic investments and cost inflation.
Adjusted EBITDA of $136.0 million increased $25.7 million or 23% compared to the second quarter of 2025, primarily attributable to growth in our Americas Services and Leasing service lines, partially offset by declines in our Americas Capital markets service line, higher occupancy costs, strategic investments and cost inflation.
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Americas: Six months ended June 30, 2026 compared to the six months ended June 30, 2025
Americas revenue in the first half of 2026 was $3.8 billion, an increase of $334.3 million or 10% from the first half of 2025. This increase was principally driven by 28% growth in Leasing revenue, with growth across all deal sizes and continued strength in office and industrial leasing, including data centers. Services revenue increased 5%, led by higher facilities management revenue of approximately $60.0 million due to new client wins and the expansion of existing client mandates and higher project management revenue of approximately $24.0 million. Capital markets revenue increased 5% with two large data center deals in the first half of 2026 contributing to improved results, partially offset by declines in the multi-family sector. Valuation and other revenue increased 5%.
Gross contract costs of $1.7 billion increased $111.1 million or 7%, reflecting higher reimbursed client-dedicated labor costs of approximately $67.0 million and higher third-party consumables and sub-contractor costs of approximately $40.0 million associated with revenue growth in Services and changes in client mix. Of the total Americas Gross contract costs, $1.7 billion and $1.6 billion related to Services for the first half of 2026 and 2025, respectively. Cost of services provided to clients of $1.4 billion increased $161.6 million or 13%, primarily due to higher commissions associated with higher brokerage revenue. Of the total Americas Cost of services provided to clients, $513.3 million or 36% related to Services. Additionally, Cost of services provided to clients attributable to Services declined $9.2 million from the first half of 2025, offset by an increase of $170.8 million attributable to other service lines. Operating, administrative and other expenses of $450.4 million increased $26.3 million or 6%, largely driven by higher salaries, higher occupancy costs, strategic investments, cost inflation and the non-cash A/R Securitization servicing liability.
Adjusted EBITDA of $232.3 million increased $44.4 million or 24% compared to the first half of 2025, primarily attributable to growth in our Americas Services and Leasing service lines, partially offset by higher occupancy costs, strategic investments and cost inflation.
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EMEA Results
The following table summarizes the results of operations of our EMEA reportable segment for the three and six months ended June 30, 2026 and 2025 (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Change in USD % Change in Local Currency 2026 2025 % Change in USD % Change in Local Currency
Revenue:
Services $ 159.5 $ 129.5 23 % 21 % $ 312.7 $ 234.4 33 % 27 %
Leasing 59.3 61.7 (4) % (6) % 106.6 101.1 5 % 1 %
Capital markets 26.7 23.7 13 % 11 % 46.5 41.7 12 % 7 %
Valuation and other 49.6 44.9 10 % 9 % 99.4 87.5 14 % 8 %
Total revenue $ 295.1 $ 259.8 14 % 12 % $ 565.2 $ 464.7 22 % 16 %
Segment expenses:
Gross contract costs(1) $ 52.0 $ 37.5 39 % 36 % $ 105.0 $ 71.4 47 % 40 %
Cost of services provided to clients 152.6 134.0 14 % 12 % 299.5 250.0 20 % 13 %
Operating, administrative and other 64.1 47.6 35 % 27 % 129.4 99.8 30 % 21 %
Segment expenses 268.7 219.1 23 % 19 % 533.9 421.2 27 % 20 %
Add: Other segment items(2) 1.6 (6.5) n.m. n.m. 5.5 (5.6) n.m. n.m.
Adjusted EBITDA $ 28.0 $ 34.2 (18) % (19) % $ 36.8 $ 37.9 (3) % (5) %
n.m. not meaningful
(1) Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
(2) Other segment items include earnings (loss) from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
EMEA: Three months ended June 30, 2026 compared to the three months ended June 30, 2025
EMEA revenue in the second quarter of 2026 was $295.1 million, an increase of $35.3 million or 14% from the second quarter of 2025. Excluding the favorable impact of foreign currency of $36.9 million, EMEA revenue increased 12% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 21% on a local currency basis, primarily due to higher project management and facilities management revenue of approximately $20.0 million and $9.0 million, respectively, with growth across the majority of the region, and particular strength in the U.K. and Ireland. Capital markets revenue increased 11% on a local currency basis, with improvements in Sweden and the Netherlands partially offset by declines in the U.K. Leasing revenue decreased 6% on a local currency basis, due primarily to quarterly deal timing variances in Germany and the Netherlands and increased macroeconomic uncertainty. Valuation and other revenue increased 9% on a local currency basis.
Gross contract costs of $52.0 million increased $14.5 million or 36% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $14.0 million associated with revenue growth in Services and changes in client mix. Of the total EMEA Gross contract costs, $51.2 million and $37.1 million related to Services for the second quarter of 2026 and 2025, respectively. Cost of services provided to clients of $152.6 million increased $18.6 million or 12% on a local currency basis, primarily due to higher employment costs of approximately $11.0 million and higher non-reimbursed third-party consumables and sub-contractor costs of approximately $7.0 million. Of the total EMEA Cost of services provided to clients, $75.8 million or 50% related to Services. Additionally, Cost of services provided to clients attributable to Services increased $10.4 million from the second quarter of 2025 and $8.2 million of the increase was attributable to other service lines. Operating, administrative and other expenses of $64.1 million increased $16.5 million or 27% on a local currency basis, largely driven by an $8.0 million unfavorable impact resulting from net unrealized foreign currency gains recognized in the second quarter of 2025, as well as higher employment costs.
Adjusted EBITDA of $28.0 million decreased $6.2 million or 18% compared to the second quarter of 2025, primarily attributable to net unrealized foreign currency gains recognized in the prior year period and declines in our EMEA Leasing service line, partially offset by growth in our EMEA Services business.
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EMEA: Six months ended June 30, 2026 compared to the six months ended June 30, 2025
EMEA revenue in the first half of 2026 was $565.2 million, an increase of $100.5 million or 22% from the first half of 2025. Excluding the favorable impact of foreign currency of $78.1 million, EMEA revenue increased 16% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 27% on a local currency basis, primarily due to higher project management and facilities management revenue of approximately $45.0 million and $26.0 million, respectively, with growth across the majority of the region, and particular strength in the U.K., Ireland and France. Leasing revenue increased 1% on a local currency basis, with growth across the majority of the region partially offset by declines in the U.K. and Ireland. Capital markets revenue increased 7% on a local currency basis, with improvements in Sweden and the Netherlands partially offset by declines in the U.K. Valuation and other revenue increased 8% on a local currency basis.
Gross contract costs of $105.0 million increased $33.6 million or 40% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $30.0 million associated with revenue growth in Services and changes in client mix. Of the total EMEA Gross contract costs, $103.6 million and $70.8 million related to Services for the first half of 2026 and 2025, respectively. Cost of services provided to clients of $299.5 million increased $49.5 million or 13% on a local currency basis, primarily due to higher employment costs of approximately $26.0 million and higher non-reimbursed third-party consumables and sub-contractor costs of approximately $23.0 million. Of the total EMEA Cost of services provided to clients, $150.1 million or 50% related to Services. Additionally, Cost of services provided to clients attributable to Services increased $32.5 million from the first half of 2025 and $17.0 million of the increase was attributable to other service lines. Operating, administrative and other expenses of $129.4 million increased $29.6 million or 21% on a local currency basis, largely driven by a $10.0 million unfavorable impact resulting from net unrealized foreign currency gains recognized in the first half of 2025, as well as higher employment costs.
Adjusted EBITDA of $36.8 million decreased $1.1 million or 3% compared to the first half of 2025, primarily attributable to net unrealized foreign currency gains recognized in the prior year period and declines in our EMEA Leasing and Capital markets service lines, partially offset by growth in our EMEA Services and Valuation and other service lines.
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APAC Results
The following table summarizes the results of operations of our APAC reportable segment for the three and six months ended June 30, 2026 and 2025 (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Change in USD % Change in Local Currency 2026 2025 % Change in USD % Change in Local Currency
Revenue:
Services $ 374.2 $ 336.4 11 % 10 % $ 730.2 $ 648.4 13 % 10 %
Leasing 45.7 43.4 5 % 6 % 82.1 76.1 8 % 7 %
Capital markets 18.8 12.4 52 % 50 % 38.7 36.3 7 % 8 %
Valuation and other 31.0 27.8 12 % 7 % 55.4 50.5 10 % 6 %
Total revenue $ 469.7 $ 420.0 12 % 10 % $ 906.4 $ 811.3 12 % 9 %
Segment expenses:
Gross contract costs(1) $ 192.2 $ 175.7 9 % 8 % $ 373.5 $ 312.9 19 % 17 %
Cost of services provided to clients 209.1 175.3 19 % 17 % 410.6 378.2 9 % 5 %
Operating, administrative and other 53.4 58.1 (8) % (9) % 106.3 100.2 6 % 5 %
Segment expenses 454.7 409.1 11 % 9 % 890.4 791.3 13 % 10 %
Add: Other segment items(2) 4.6 6.3 (27) % (27) % 9.8 12.1 (19) % (18) %
Adjusted EBITDA $ 19.6 $ 17.2 14 % 17 % $ 25.8 $ 32.1 (20) % (17) %
(1) Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
(2) Other segment items include earnings (loss) from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
APAC: Three months ended June 30, 2026 compared to the three months ended June 30, 2025
APAC revenue in the second quarter of 2026 was $469.7 million, an increase of $49.7 million or 12% from the second quarter of 2025. Excluding the favorable impact of foreign currency of $40.9 million, APAC revenue increased 10% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 10% on a local currency basis, primarily due to higher facilities management revenue of approximately $24.0 million, with strength in Australia and Singapore, and higher project management revenue of approximately $7.0 million. Leasing revenue increased 6% on a local currency basis, with improvements in Greater China. Capital markets revenue increased 50% on a local currency basis, with growth across the majority of the region, notably in Singapore and Greater China. Valuation and other revenue increased 7% on a local currency basis.
Gross contract costs of $192.2 million increased $16.5 million or 8% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $14.0 million associated with revenue growth in Services. Of the total APAC Gross contract costs, $191.6 million and $175.1 million related to Services for the second quarter of 2026 and 2025, respectively. Cost of services provided to clients of $209.1 million increased $33.8 million or 17% on a local currency basis, primarily due to higher employment costs of approximately $9.0 million and higher non-reimbursed third-party consumables and sub-contractor costs of approximately $15.0 million. Of the total APAC Cost of services provided to clients, $157.7 million or 75% related to Services. Additionally, Cost of services provided to clients attributable to Services increased $22.5 million from the second quarter of 2025 and $11.3 million of the increase was attributable to other service lines. Operating, administrative and other expenses of $53.4 million decreased $4.7 million or 9% on a local currency basis, largely driven by the favorable impact of foreign currency.
Adjusted EBITDA of $19.6 million increased $2.4 million or 14% compared to the second quarter of 2025, primarily attributable to growth in all of our APAC service lines and the favorable impact of foreign currency, partially offset by higher employment costs.
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APAC: Six months ended June 30, 2026 compared to the six months ended June 30, 2025
APAC revenue in the first half of 2026 was $906.4 million, an increase of $95.1 million or 12% from the first half of 2025. Excluding the favorable impact of foreign currency of $81.1 million, APAC revenue increased 9% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 10% on a local currency basis, primarily due to higher facilities management and project management revenue of approximately $47.0 million and $21.0 million, respectively, with strength in Australia, Singapore and India. Leasing revenue increased 7% on a local currency basis, with improvements in Greater China. Capital markets revenue increased 8% on a local currency basis, with growth across the majority of the region, partially offset by the timing of certain transactions in Japan in the first half of 2025. Valuation and other revenue increased 6% on a local currency basis.
Gross contract costs of $373.5 million increased $60.6 million or 17% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $56.0 million associated with revenue growth in Services. Of the total APAC Gross contract costs, $372.2 million and $311.6 million related to Services for the first half of 2026 and 2025, respectively. Cost of services provided to clients of $410.6 million increased $32.4 million or 5% on a local currency basis, primarily due to higher employment costs of approximately $20.1 million and higher non-reimbursed third-party consumables and sub-contractor costs or approximately $8.0 million. Of the total APAC Cost of services provided to clients, $310.3 million or 76% related to Services. Additionally, Cost of services provided to clients attributable to Services increased $25.8 million from the first half of 2025 and $6.6 million of the increase was attributable to other service lines. Operating, administrative and other expenses of $106.3 million increased $6.1 million or 5% on a local currency basis, largely driven by higher employment costs, partially offset by the favorable impact of foreign currency.
Adjusted EBITDA of $25.8 million decreased $6.3 million or 20% compared to the first half of 2025, primarily attributable to lower earnings recognized from the Onewo JV of $3.2 million and higher employment costs, partially offset by growth in our APAC Capital markets service line and the favorable impact of foreign currency.
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Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operations, available cash reserves, debt capacity under the Revolver and funding from the A/R Securitization. Our primary uses of liquidity are operating expenses, acquisitions, strategic growth investments and debt payments.
While macroeconomic challenges and geopolitical 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 the Revolver or funding from the 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.
We have historically relied on our operating cash flow to fund our working capital needs and ongoing capital expenditures on an annual basis. Our operating cash flow is seasonal—typically lowest in the first quarter of the year, when revenue is lowest, and greatest in the fourth quarter of the year, when revenue is highest. The seasonal nature of our operating cash flow can result in a mismatch with funding needs, which we manage using available cash on hand and, as necessary, borrowings under the Revolver or funding from the A/R Securitization.
As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the six months ended June 30, 2026 were $20.7 million.
In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations, availability under the Revolver and funding from the A/R Securitization will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months. We may seek to take advantage of opportunities to refinance existing debt instruments, as we have done in the past, with new debt instruments at interest rates, maturities and terms we consider attractive.
We actively manage our indebtedness through additional refinancings and repricings and since January 1, 2024, we have continued to reduce our gross debt and leverage, repricing the Term Loans to reduce the applicable interest rates seven times and making principal prepayments totaling $502.5 million on our senior secured term loans. In addition, in the second quarter of 2026, the Company completed two partial redemptions totaling $450.0 million of the aggregate principal amount of the 2028 Notes, following an increase of the principal amount of the 2033 Term Loan by $352.5 million. As of the date of this Quarterly Report, there are no long-term debt arrangements maturing prior to 2028.
As of June 30, 2026, the Company had $1.5 billion of liquidity, consisting of availability on our undrawn Revolver of $1.0 billion and cash and cash equivalents of $0.5 billion.
On August 4, 2026, the Company completed a partial redemption of $50.0 million of its 2028 Notes. Following the partial redemption, $150.0 million of the 2028 Notes remains outstanding.
Off-Balance Sheet Arrangements
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 $300.0 million. As of June 30, 2026, the Company had aggregate capital outstanding under this facility of $200.0 million and the unused portion of the facility limit was $100.0 million. The A/R Securitization expires on March 18, 2029, 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.
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Cash Flow Summary
Six Months Ended June 30,
Cash Flow Summary 2026 2025
Net cash used in operating activities $ (189.5) $ (152.4)
Net cash provided by investing activities 58.2 31.1
Net cash used in financing activities (144.2) (77.6)
Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash (9.3) 30.3
Total change in cash, cash equivalents and restricted cash $ (284.8) $ (168.6)
Operating Activities
We used $189.5 million of cash in operating activities during the six months ended June 30, 2026, an increase of $37.1 million compared to the six months ended June 30, 2025, primarily driven by higher net working capital used for operations associated with revenue growth compared to the prior year period and lower net income of $19.1 million, partially offset by higher non-cash charges of $92.4 million. For the six months ended June 30, 2026, we used net working capital for operations of $405.9 million, an increase of $110.4 million compared to the six months ended June 30, 2025. The increase in our use of net working capital was principally driven by higher contract assets of approximately $22.0 million in line with our revenue growth, higher cash payments for prepaid expenses of approximately $23.0 million and lower accounts payable of approximately $71.0 million.
Investing Activities
We generated $58.2 million of cash from investing activities during the six months ended June 30, 2026, an increase of $27.1 million compared to the six months ended June 30, 2025, primarily driven by an increase in the net capital funding from the facility limit secured by the A/R Securitization of $30.0 million and a $9.2 million decrease in cash paid for acquisitions and equity securities. These trends were partially offset by a $6.8 million increase in capital expenditures.
Financing Activities
We used $144.2 million of cash in financing activities during the six months ended June 30, 2026, an increase of $66.6 million from the six months ended June 30, 2025, attributable to a $49.6 million increase in repayment of borrowings, net of proceeds from borrowings, $10.0 million in debt issuance costs related to the June 2026 refinancing of the Credit Agreement, and an increase in shares repurchased for the payment of employee taxes on stock awards of $12.7 million due to the higher value related to vested equity awards during the first quarter of 2026 compared to the first quarter of 2025.