SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 Ryan Lawrence

 Deputy General Counsel

225 West Wacker, Suite 3000

 Chicago, IL 60606

Main    +1 312 470 1800

ryan.lawrence@cushwake.com

 cushmanwakefield.com

 February 21, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

 Attn:    Jennifer
Monick

     Jeffrey Lewis

Re:
 Cushman & Wakefield plc

 Annual Report on Form 10-K for the year ended
December 31, 2018

 Ladies and Gentlemen:

Following telephonic conversations with the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), Cushman & Wakefield plc (the “Company”) is hereby providing supplementally to the Staff illustrative revisions (“Proposed Revisions”) to certain sections of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”) in response to the Staff’s comment
letter dated December 2, 2019 (the “Comment Letter”) provided in connection with the Staff’s review of the 2018 Form 10-K.

Solely to illustrate the modifications the Company proposes to make in future applicable filings with the Commission, the Proposed Revisions
have been made to the 2018 Form 10-K. The Company intends to reflect the Proposed Revisions in future applicable filings with the Commission, beginning with the Current Report on Form 8-K furnishing the Company’s earnings release for the three months and year ended December 31, 2019 and the subsequent Annual Report on Form 10-K. The Proposed
Revisions contain modifications to the “Segment Data” footnote included in the Company’s consolidated financial statements included in the 2018 Form 10-K and to the presentation of certain non-GAAP financial measures presented in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the 2018 Form
10-K. For the Staff’s convenience, the Proposed Revisions are presented in redline form (i.e. strikethrough text in red ink is to be deleted and bold and underlined text in blue ink is to be added).

*    *    *    *    *

 Securities and Exchange Commission

February 21, 2020

 Page 2

 Should you have any questions relating to any of the foregoing, please feel free to contact
the undersigned at (312) 424-8285 or Robert M. Hayward of Kirkland & Ellis LLP, counsel to the Company, at (312) 862-2133.

Thank you for your assistance in this matter.

 Sincerely,

/s/ Ryan Lawrence

Ryan Lawrence

Deputy General Counsel

 Enclosure

cc:
 Robert M. Hayward, P.C.

Kirkland & Ellis LLP

 CUSHMAN & WAKEFIELD plc

PROPOSED REVISIONS

SEGMENT DATA FOOTNOTE

 Note 3:
Segment Data

 The Company reports its operations through the following segments: (1) Americas, (2) EMEA and (3) APAC. The Americas
consists of operations located in the United States, Canada and key markets in Latin America. EMEA includes operations in the UK, France, Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore,
China and other markets in the Asia Pacific region. For segment reporting, gross contract costs are excluded from revenue in determining “Fee revenue”.
Additionally, pursuant to business combination accounting rules, certain Fee revenue that was deferred by the acquiree may be recorded as a receivable on the acquisition date by the Company. Such contingent Fee revenue is recorded for segment
reporting as an acquisition accounting adjustment to reflect the revenue recognition of the Company absent the application of acquisition accounting.

Corporate expenses are allocated to the segments based upon Fee revenue of
each segment. Gross contract costs are excluded from operating expenses in determining “Fee-based operating expenses”.

Adjusted EBITDA is the profitability metric reported to the chief operating decision maker (“CODM”) for purposes of making decisions about
allocation of resources to each segment and assessing performance of each segment. Adjusted EBITDA excludes depreciation and amortization, interest expense, net of interest income, income taxes, as well as integration and other costs related to
acquisitions, expenses related to the Cassidy Turley deferred payment obligation (the “DPO”; refer to Note 13: Stock-based Payments for further discussion), stock-based compensation for plans enacted before the Company’s IPO
(“pre-IPO stock-based compensation”) and other charges.

 As segment assets are not reported to or used by the CODM to measure business
performance or allocate resources, total segment assets and capital expenditures are not presented below.

 Summarized financial information by segment is as follows (in millions):

Year Ended December 31,

 Americas

2018

2017

2016

 Total revenue

$
5,724.7

$
4,600.2

$
4,124.3

 Less: Gross contract costs

(1,684.5
)

(1,023.4
)

(851.4
)

 Acquisition accounting adjustments

2.5

20.0

30.6

 Total Fee revenue

$
4,042.7

$
3,596.8

$
3,303.5

 Service lines:

 Property, facilities and project management

$
1,698.6

$
1,638.3

$
1,445.4

 Leasing

1,481.6

1,244.6

1,140.7

 Capital markets

699.4

530.4

536.2

 Valuation and other

163.1

183.5

181.2

 Total Fee revenue

$
4,042.7

$
3,596.8

$
3,303.5

 Segment operating expenses

$
5,276.9

$
4,275.1

$
3,843.8

 Less: Gross contract costs

(1,684.5
)

(1,023.4
)

(851.4
)

 Total Fee-based operating expenses

$
3,592.4

$
3,251.7

$
2,992.4

 Adjusted EBITDA

$
450.3

$
344.6

$
311.6

Year Ended December 31,

 EMEA

2018

2017

2016

 Total revenue

$
999.8

$
863.3

$
755.5

 Less: Gross contract costs

(111.9
)

(81.3
)

(65.0
)

 Acquisition accounting adjustments

—

3.2

(0.8
)

 Total Fee revenue

$
887.9

$
785.2

$
689.7

 Service lines:

 Property, facilities and project management

$
262.1

$
200.5

$
172.9

 Leasing

265.0

256.5

229.1

 Capital markets

173.5

154.3

128.0

 Valuation and other

187.3

173.9

159.7

 Total Fee revenue

$
887.9

$
785.2

$
689.7

 Segment operating expenses

$
896.5

$
769.8

$
670.9

 Less: Gross contract costs

(111.9
)

(81.3
)

(65.0
)

 Total Fee-based operating expenses

$
784.6

$
688.5

$
605.9

 Adjusted EBITDA

$
107.9

$
108.8

$
90.8

Year Ended December 31,

 APAC

2018

2017

2016

 Total revenue

$
1,495.4

$
1,460.4

$
1,335.9

 Less: Gross contract costs

(475.4
)

(522.6
)

(489.6
)

 Acquisition accounting adjustments

—

—

0.3

 Total Fee revenue

$
1,020.0

$
937.8

$
846.6

 Service lines:

 Property, facilities and project management

$
661.4

$
649.7

$
572.4

 Leasing

174.1

149.7

129.1

 Capital makets

86.7

55.8

66.6

 Valuation and other

97.8

82.6

78.5

 Total Fee revenue

$
1,020.0

$
937.8

$
846.6

 Segment operating expenses

$
1,395.4

$
1,386.1

$
1,265.0

 Less: Gross contract costs

(475.4
)

(522.6
)

(489.6
)

 Total Fee-based operating expenses

$
920.0

$
863.5

$
775.4

 Adjusted EBITDA

$
100.9

$
75.1

$
72.4

 Adjusted EBITDA is calculated as
follows

% Change in USD

% Change in
Local
Currency

Year Ended
December
31, 2018

Year Ended
December 31,
2017

Year Ended
December 31,
2016

2018 v
2017

2017 v
2016

2018v
2017

2017 v
2016

 Total Revenues

 Americas

$
5,724.7

$
4,600.2

$
4,124.3

24
%

12
%

25
%

11
%

 EMEA

999.8

863.3

755.5

16
%

14
%

13
%

14
%

 APAC

1,495.4

1,460.4

1,335.9

2
%

9
%

4
%

8
%

 Total Revenues

$
8,219.9

$
6,923.9

$
6,215.7

0
%

0
%

0
%

0
%

 Adjusted EBITDA

 Americas

$
450.3

$
344.6

$
311.6

31
%

11
%

31
%

10
%

 EMEA

107.9

108.8

90.8

(1
)%

20
%

2
%

12
%

 APAC

100.9

75.1

72.4

34
%

4
%

35
%

3
%

Reconciliation of Segment
Adjusted EBITDA to Net Loss (in millions):

Year Ended December 31,

2018

2017

2016

 Net loss attributable to the Company

$
(185.8
)

$
(221.3
)

$
(434.2
)

 Add/(less):

 Depreciation and amortization

290.0

270.6

260.6

 Interest expense, net of interest income

228.8

183.1

171.8

 Benefit from income taxes

(25.0
)

(120.5
)

(24.3
)

 Integration and other costs related to
acquisitions

244.7

328.3

427.1

 Pre-IPO stock-based compensation

63.4

27.1

23.2

 Cassidy Turley deferred payment obligation

33.0

44.0

47.6

 Other

10.0

17.2

3.0

 Adjusted EBITDA

$
659.1

$
528.5

$
474.8

 3

 Below is the
reconciliation of consolidated operating expenses to Fee-based operating expenses (in millions):

Year Ended December 31,

2018

2017

2016

 Total operating expenses

$
8,207.3

$
7,095.0

$
6,511.1

 Less: Gross contract costs

(2,271.8
)

(1,627.3
)

(1,406.0
)

 Fee-based operating expenses

$
5,935.5

$
5,467.7

$
5,105.1

 Below is the reconciliation of Fee-based
operating expenses by segment to Consolidated Fee-based operating expenses (in millions):

Year Ended December 31,

2018

2017

2016

 Americas Fee-based operating expenses

$
3,592.4

$
3,251.7

$
2,992.4

 EMEA Fee-based operating expenses

784.6

688.5

605.9

 APAC Fee-based operating expenses

920.0

863.5

775.4

 Segment Fee-based operating expenses

5,297.0

4,803.7

4,373.7

 Depreciation and amortization

290.0

270.6

260.6

 Integration and other costs related to acquisitions(1)

242.1

305.1

397.0

 Pre-IPO stock-based compensation

63.4

27.1

23.2

 Cassidy Turley deferred payment obligation

33.0

44.0

47.6

 Other

10.0

17.2

3.0

 Fee-based operating expenses

$
5,935.5

$
5,467.7

$
5,105.1

 4

(1)
 Represents integration and other costs related to acquisitions, comprised of
certain direct and incremental costs resulting from acquisitions and related integration efforts, as well as costs related to restructuring programs. Excludes the impact of acquisition accounting revenue adjustments as these amounts do not impact
operating expenses.

Year Ended

Year Ended

Year Ended

December 31,

December 31,

December 31,

2018

2017

2016

 Adjusted EBITDA - Americas

$
450.3

$
344.6

$
311.6

 Adjusted EBITDA - EMEA

107.9

108.8

90.8

 Adjusted EBITDA - APAC

100.9

75.1

72.4

 (Less):

 Depreciation and amortization

(290.0
)

(270.6
)

(260.6
)

 Interest expense, net of interest income

(228.8
)

(183.1
)

(171.8
)

 Benefit from income taxes

25.0

120.5

24.3

 Integration and other costs related to acquisitions

(244.7
)

(328.3
)

(427.1
)

 Pre-IPO stock-based compensation

(63.4
)

(27.1
)

(23.2
)

 Cassidy Turley deferred payment obligation

(33.0
)

(44.0
)

(47.6
)

 Other

(10.0
)

(17.2
)

(3.0
)

 Net loss

$
(185.8
)

$
(221.3
)

$
(434.2
)

 Geographic Information

Revenue in the table below is allocated based upon the country in which services are performed (in millions):

Year Ended December 31,

2018

2017

2016

 United States

$
5,403.6

$
4,298.7

$
3,854.4

 Australia

589.5

711.3

630.0

 United Kingdom

425.9

364.6

359.4

 All other countries

1,800.9

1,549.3

1,371.9

$
8,219.9

$
6,923.9

$
6,215.7

 The long-lived assets in the table below are comprised of property and equipment (in millions):

As of December 31,

2018

2017

 United States

$
216.9

$
211.6

 United Kingdom

40.5

30.3

 All other countries

56.4

62.4

$
313.8

$
304.3

 5

 PRESENTATION OF NON-GAAP FINANCIAL MEASURES

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Use of Non-GAAP Financial Measures

 We have used the
following measures, which are considered “non-GAAP financial measures” under SEC guidelines:

i.
 Fee revenue and Fee-based operating expenses;

ii.
 Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and
Adjusted EBITDA margin; and

iii.
 Local currency.

Our 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.

 Fee revenue: The Company believes that investors may find this measure useful to analyze the financial performance of our Property, facilities and project management service
line and our business generally. Fee revenue is GAAP revenue excluding costs reimbursable by clients which have substantially no margin, and as such provides greater visibility into the underlying performance of our business.

 Additionally, pursuant to
business combination accounting rules, certain fees that may have been deferred by the acquiree may be recorded as a receivable on the acquisition date by the Company. Such fees are included in Fee revenue as acquisition accounting adjustments based
on when the acquiree would have recognized revenue in the absence of being acquired by the Company.

Fee-based operating expenses: Consistent with GAAP, reimbursed costs for certain customer contracts are presented on a gross basis (“gross contract costs”) in both revenue and operating expenses. As described above,
for which the Company recognizes substantially no margin. “Cost of gross contract
costsreimbursables” are excluded from revenue in determining “Fee revenue.” Gross contract costs are similarly excluded from operating expenses in determining “Fee-based operating expenses.” Excluding gross contract costs from Fee-based operating expenses more accurately reflects how we manage our expense base and operating margins and, accordingly, is useful to investors and other external stakeholders for evaluating performance.

 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 integration and other costs related to acquisitions, pre-IPO stock-based
compensation, the deferred payment obligation related to the acquisition of Cassidy Turley and other 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 calculated by dividing Adjusted EBITDA by
Total Service Lines Fee rRevenue.

 6

 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.

 Results of Operations

The following table sets forth items derived from our audited consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016
(in millions):

% Change in
USD

% Change in
Local Currency

Year Ended
December
31,
2018

Year Ended
December
31,
2017

Year Ended
December
31,
2016

2018 v
2017

2017 v
2016

2018 v
2017

2017 v
2016

 Revenue:

 Total revenue

$
8,219.9

$
6,923.9

$
6,215.7

19
%

11
%

19
%

11
%

 Less: Gross contract costs

(2,