SEC Comment Letter for Cushman & Wakefield Ltd. (CWK) (CIK 0001628369) (CWK) — Oct 25, 2022
Cushman & Wakefield Ltd. (CWK) (CIK 0001628369)
Date: Oct. 25, 2022 · CIK: 0001628369 · Accession: 0000000000-22-011697
AI Filing Summary & Sentiment
File numbers found in text: 001-38611
Letter
United States securities and exchange commission logo October 25, 2022 Neil Johnston Chief Financial Officer Cushman & Wakefield plc 125 Old Broad Street London, United Kingdom EC2N 1 AR Re:Cushman & Wakefield plc Form 10-K for the year ended December 31, 2021 Filed on February 25, 2022 File No. 001-38611 Dear Neil Johnston: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the year ended December 31, 2021 Use of Non-GAAP Financial Measures, page 41 1.We note your adjustment for "Acquisition related costs and efficiency initiatives" in your reconciliation of Adjusted EBITDA. Please clarify the nature and scope of costs related to efficiency initiatives included in this adjustment and provide an analysis for each component of this adjustment as to whether or not this adjustment complies with Item 10(e) of Regulation S-K. Specifically address Non-GAAP Financial Measures Compliance and Disclosure Interpretations, Question 100.01 in detail for those components in your response. Note 7 : Equity Method Investments, page 73 2.Please tell us how your summarized combined financial information complies with the guidance of Rule 4-08(g) and Rule 1-02(bb) of Regulation S-X. In this regard, the table does not appear to include all of the required disclosures such as current assets, current
FirstName LastNameNeil Johnston Comapany NameCushman & Wakefield plc October 25, 2022 Page 2 FirstName LastName Neil Johnston Cushman & Wakefield plc October 25, 2022 Page 2 liabilities or gross profit (or, alternatively, costs and expenses applicable to net sales or gross revenues). In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551- 3395 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Laurie Sayed
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United States securities and exchange commission logo
October 25, 2022
Neil Johnston
Chief Financial Officer
Cushman & Wakefield plc
125 Old Broad Street
London, United Kingdom EC2N 1 AR
Re:Cushman & Wakefield plc
Form 10-K for the year ended December 31, 2021
Filed on February 25, 2022
File No. 001-38611
Dear Neil Johnston:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Use of Non-GAAP Financial Measures, page 41
1.We note your adjustment for "Acquisition related costs and efficiency initiatives" in your
reconciliation of Adjusted EBITDA. Please clarify the nature and scope of costs related to
efficiency initiatives included in this adjustment and provide an analysis for each
component of this adjustment as to whether or not this adjustment complies with Item
10(e) of Regulation S-K. Specifically address Non-GAAP Financial Measures
Compliance and Disclosure Interpretations, Question 100.01 in detail for those
components in your response.
Note 7 : Equity Method Investments, page 73
2.Please tell us how your summarized combined financial information complies with the
guidance of Rule 4-08(g) and Rule 1-02(bb) of Regulation S-X. In this regard, the table
does not appear to include all of the required disclosures such as current assets, current
FirstName LastNameNeil Johnston
Comapany NameCushman & Wakefield plc
October 25, 2022 Page 2
FirstName LastName
Neil Johnston
Cushman & Wakefield plc
October 25, 2022
Page 2
liabilities or gross profit (or, alternatively, costs and expenses applicable to net sales or
gross revenues).
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-
3395 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Laurie Sayed