Cushman & Wakefield : First Quarter 2024 Slides

Q1 2024 EARNINGS PRESENTATION

APRIL 29, 2024

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Cautionary Note on Forward Looking Statements

All statements in this presentation other than historical facts are forward-looking statements, which rely on a number of estimates, projections and assumptions concerning future events. Such statements are also subject to a number of uncertainties and factors outside Cushman & Wakefield's control. Such factors include, but are not limited to, disruptions in general macroeconomic conditions and global and regional demand for commercial real estate; our ability to attract and retain qualified revenue producing employees and senior management; the failure of our acquisitions and joint ventures to perform as expected or the lack of similar future opportunities; our ability to preserve, grow and leverage the value of our brand; the concentration of business with specific corporate clients; our ability to appropriately address actual or perceived conflicts of interest; our ability to maintain and execute our information technology strategies; interruption or failure of our information technology, communications systems or data services; our vulnerability to potential breaches in security related to our information systems; our ability to comply with current and future data privacy regulations and other confidentiality obligations; the extent to which infrastructure disruptions may affect our ability to provide our services; the potential impairment of our goodwill and other intangible assets; our ability to comply with laws and regulations and any changes thereto; changes in tax laws or tax rates and our ability to make correct determinations in complex tax regimes; our ability to successfully execute on our strategy for operational efficiency; the failure of third parties performing on our behalf to comply with contract, regulatory or legal requirements; risks associated with the climate change and ability to achieve our sustainability goals; foreign currency volatility; social, geopolitical and economic risks associated with our international operations; risks associated with sociopolitical polarization; restrictions imposed on us by the agreements governing our indebtedness; our amount of indebtedness and its potential adverse impact on our available cash flow and the operation of our business; our ability to incur more indebtedness; our ability to generate sufficient cash flow from operations to service our existing indebtedness; our ability to compete globally, regionally and locally; the seasonality of significant portions of our revenue and cash flow; our exposure to environmental liabilities due to our role as a real estate services provider; the ability of our principal shareholders to exert influence over us; potential price declines resulting from future sales of a large number of our ordinary shares; risks related to our capital allocation strategy including current intentions to not pay cash dividends; risks related to litigation; the fact that the rights of our shareholders differ in certain respects from the rights typically offered to shareholders of a Delaware corporation; the fact that U.S. investors may have difficulty enforcing liabilities against us or be limited in their ability to bring a claim in a judicial forum they find favorable in the event of a dispute; and 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. Should any Cushman & Wakefield estimates, projections and assumptions or these other uncertainties and factors materialize in ways that Cushman & Wakefield did not expect, there is no guarantee of future performance, and the actual results could differ materially from the forward-looking statements in this press release, including the possibility that recipients may lose a material portion of the amounts invested. While Cushman & Wakefield believes the assumptions underlying these forward-looking statements are reasonable under current circumstances, such assumptions are inherently uncertain and subjective and past or projected performance is not necessarily indicative of future results. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this press release, and nothing shall be relied upon as a promise or representation as to the performance of any investment. You are cautioned not to place undue reliance on such forward-looking statements or other information in this press release and should rely on your own assessment of an investment or a transaction. Any estimates or projections as to events that may occur in the future are based upon the best and current judgment of Cushman & Wakefield as actual results may vary from the projections and such variations may be material. Any forward-looking statements speak only as of the date of this press release and, except to the extent required by applicable securities laws, Cushman & Wakefield expressly disclaims any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. Additional information concerning factors that may influence the Company's results is discussed under "Risk Factors" in Part I, Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2023, and in its other periodic reports filed with the Securities and Exchange Commission (the "SEC").

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Non-GAAP Financial Measures and Other Financial Information

We have used 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 Adjusted EBITDA margin;

1. Segment operating expenses and Fee-based operating expenses;
2. Adjusted net income (loss) and Adjusted earnings (loss) per share;
3. Local currency; and
4. Net debt.

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 recognized measurements under GAAP. When analyzing our operating results, investors should use them 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 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, 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. 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.

Segment operating expenses and Fee-basedoperating 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, 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.

Adjusted net income (loss) and Adjusted earnings (loss) per share: Management also assesses the profitability of the business using Adjusted net income (loss). We believe that investors find this measure useful in comparing our profitability to that of other companies in our industry because this calculation generally eliminates depreciation and amortization related to merger, unrealized loss on investments, net, financing and other facility fees, 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. Income tax, as adjusted, reflects management's expectation about our long-term effective rate as a public company. The Company also uses Adjusted earnings (loss) per share ("EPS") as a component when measuring operating performance. Management defines Adjusted EPS as Adjusted net income (loss) divided by total basic and diluted weighted average shares outstanding.

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.

Net debt: Net debt is used as a measure of our liquidity and is calculated as total debt minus cash and cash equivalents.

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Non-GAAP Financial Measures and Other Financial Information (cont.)

Adjustments to U.S. GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures

Unrealized loss on investments, net represents net unrealized losses on fair value investments. Prior to 2024, this primarily reflected unrealized losses on our investment in WeWork.

Integration and other costs related to merger reflects the non-cash amortization expense of certain merger related retention awards that will be amortized through 2026, and the non-cash amortization expense of merger related deferred rent and tenant incentives which will be amortized through 2028.

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.

Cost savings initiatives primarily reflects severance and other one-timeemployment-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 into the first quarter of 2024.

CEO transition costs reflects accelerated stock-based compensation expense in 2023 associated with stock awards granted to John Forrester, the Company's former Chief Executive Officer who stepped down from that position as of June 30, 2023, but who remained employed by the Company as a Strategic Advisor until December 31, 2023. The requisite service period under the applicable award agreements was satisfied upon Mr. Forrester's retirement from the Company on December 31, 2023. In addition, this includes Mr. Forrester's salary and bonus accruals for the second half of 2023. We believe the accelerated expense for these stock awards, as well as the salary and bonus accruals, are similar in nature to one-time severance benefits and are not normal, recurring operating expenses necessary to operate the business.

Servicing liability fees and amortization reflects the additional non-cash servicing liability fees accrued in connection with the A/R Securitization amendments in prior years. The liability will be amortized through June 2026.

Legal and compliance matters includes estimated losses and settlements for certain legal matters which are not considered ordinary course legal matters given the infrequency of similar cases brought against the Company, complexity of the matter, nature of the remedies sought and/or our overall litigation strategy. We exclude such losses from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods.

With respect to the Company's guidance language, the Company is not able to provide a reconciliation of these non-GAAP financial measures to GAAP because it cannot provide specific guidance for the various extraordinary, nonrecurring or unusual charges and other certain items. These items have not yet occurred and/or cannot be reasonably predicted. As a result, reconciliation of the non-GAAP guidance measures to GAAP is not available without unreasonable effort and the Company is unable to address the probable significance of the unavailable information.

The interim financial information for the three months ended March 31, 2024, and 2023 is unaudited. All adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered necessary for a fair presentation of the unaudited interim condensed consolidated financial information for these periods have been included. Users of all of the aforementioned unaudited interim financial information should refer to the audited Consolidated Financial Statements of the Company and notes thereto for the year ended December 31, 2023, in the Company's 2023 Annual Report on Form 10-K.

Please see the tables on pages 15 through 19 for reconciliations of our non-GAAP financial measures to the most closely comparable GAAP measures.

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First Quarter 2024 Business Update(1)

• Q1'24 fee revenue of $1.5 billion, flat versus Q1'23
• • Leasing fee revenue up 5%, with growth in all three geographic segments for the second consecutive quarter
  • Capital Markets fee revenue declined 1%; a meaningful improvement vs. the 32% y/y decline in 4Q23
  • Services (formerly PM/FM) fee revenue down 3% versus prior year(2)
• Q1'24 Adjusted EBITDA of $78 million increased 29% versus Q1'23
• • Adjusted EBITDA Margin of 5.2% - up 117 bps versus prior year
• Repaid $50 million of Term Loan debt due in August 2025 and, subsequent to quarter end, repriced $1.0 billion of debt due in 2030, reducing applicable interest rate by 25 bps(3)
• Liquidity at end of Q1'24 of $1.7 billion, consisting of $0.6 billion of cash and $1.1 billion (undrawn) revolving credit facility availability

1. Percent changes are shown in local currency and compare results for the three months ended March 31, 2024, to the same period in the prior year
2. As mentioned in our 2023 first quarter earnings call, a change in the gross contract reimbursables of one of our facilities services contracts is expected to reduce our Services fee revenue by approximately $90 million on an annualized basis with no impact on total revenue or Adjusted EBITDA. Excluding this contract change Services fee revenue in Q1'24 would have been flat versus prior year
3. Reduced the applicable interest rate on the $1 billion of term loan issued in August 2023 by 25 basis points from 1-month Term SOFR plus 4.00% to 1-month Term SOFR plus 3.75%

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FINANCIAL OVERVIEW

First Quarter

USD $m, except	Three Months Ended March 31,			% Change
Adjusted EPS
	2024	2023	USD	LC
Fee Revenue	$1,498	$1,504	(0)%	(0)%
Adjusted EBITDA	$78	$61	28%	29%
Adjusted EBITDA Margin	5.2%	4.0%	117bps	-
Adjusted EPS (Diluted)	$0.00	$(0.04)	n.m.	-

• Q1'24 fee revenue stability reflects growth in Leasing and Valuation & Other offset by lower Services and Capital Markets revenue
• Q1'24 Adjusted EBITDA expansion primarily driven by higher leasing volume and cost-savings initiatives

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Q1'24 Fee Revenue by Segment and Service Line

In USD $m

Total Fee Revenue	Fee Revenue by Service Line
Services	Leasing	Capital Markets	Valuation & Other

		$1,498				$1,504

Q1'24Q1'23

						$897
		$871

Q1'24 Q1'23

$382	$363
Q1'24	Q1'23

	$142				$143

Q1'24 Q1'23

$103 $102

Q1'24 Q1'23

Growth % LC(1)	(0)%	(3)%	5%	(1%)	1%
% of Fee Revenue LTM Q1'24(2)		54%	28%	11%	7%

• Leasing growth driven by expansion in all three geographic segments for second consecutive quarter

Fee Revenue by Segment

Americas

EMEA

APAC

›

›

Near flat Capital Markets activity reflects improved investor sentiment in Q1

Services decline reflects repositioning of global platform

$1,045	$1,076

Q1'24 Q1'23

		$194				$183

Q1'24 Q1'23

		$258
				$246

Q1'24 Q1'23

to prioritize profitable growth(3)	Growth % LC(1)	(3)%	3%	8%
	% of Fee Revenue LTM Q1'24(2)	70%	14%	16%

C U S H M A N & W A K E F I E L D	(1)	Percent changes are shown in local currency and compare results for the three months ended March 31, 2024, to the same period in the prior year	/ 8
(2)	Line items may not sum to total due to rounding
	(3)	Excluding contract change, Services fee revenue would have been flat over the prior year

Americas Q1'24 Performance

In USD $m

Total Fee Revenue

Services

Fee Revenue by Service Line

Leasing

Capital Markets

Valuation & Other

				$1,076
	$1,045							$599
											$628

Q1'24

Q1'23

Q1'24

Q1'23

$300	$295
Q1'24	Q1'23

	$111				$119

Q1'24 Q1'23

		$35				$33
		Q1'24				Q1'23

Growth % LC(1)	(3)%	(5)%	1%	(7)%	8%
% of Fee Revenue LTM Q1'24(2)		54%	31%	12%	3%

Adjusted EBITDA and Margin(3)	› Fee revenue growth in Leasing and Valuation & Other offset by declines in Capital
	Markets and Services(4) revenue

$64	$57

	Q1'24	Q1'23
Growth % LC(1)		14%
Adj. EBITDA Margin	6.2%	5.3%

C U S H M A N & W A K E F I E L D

• Leasing fee revenue improvement driven primarily by growth in Office and Industrial
• Adjusted EBITDA margin expansion reflects operational efficiency and cost-saving initiatives

(1)	Percent changes are shown in local currency and compare results for the three months ended March 31, 2024, to the same period in the prior year
(2)	Line items may not sum to total due to rounding
(3)	Adjusted EBITDA Margin is on an as-reported actual currency basis	/ 9
(4)	Excluding contract change, Americas Services fee revenue would have been down 0.7% over the prior year; Adjusted EBITDA Margin would have

been 6.0%

EMEA Q1'24 Performance

In USD $m

Total Fee Revenue	Fee Revenue by Service Line
Services	Leasing	Capital markets	Valuation & Other

$194

$183

Q1'24Q1'23

						$87
		$81

Q1'24 Q1'23

$54	$40
Q1'24	Q1'23

		$16
				$14

Q1'24 Q1'23

		$44
					$42

Q1'24 Q1'23

Growth % LC(1)	3%	(9)%	30%	12%	1%
% of Fee Revenue LTM Q1'24(2)		42%	28%	10%	20%

Adjusted EBITDA and Margin(3)	› Fee revenue growth reflects improvements in Leasing and Capital Markets partially
	offset by lower Services fee revenue

$9

							$(2)
			Q1'24				Q1'23
Growth % LC(1)		n.m.
Adj. EBITDA Margin	4.6%	(1.1)%

C U S H M A N & W A K E F I E L D

1. • Adjusted EBITDA expansion driven by strong brokerage performance and cost discipline
2. Percent changes are shown in local currency and compare results for the three months ended March 31, 2024, to the same period in the prior year
3. Line items may not sum to total due to rounding
4. Adjusted EBITDA Margin is on an as-reported actual currency basis

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