Welcome to Cushman & Wakefield’s Second Quarter 2018 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there’ll be a question-and-answer session. [Operator Instructions] It is now my pleasure to introduce Bill Knightly, EVP of Investor Relations and Treasurer for Cushman & Wakefield. Mr. Knightly, you may begin the conference.

Thank you, and welcome again to Cushman & Wakefield second quarter 2018 earnings conference call. Earlier today, we issued a press release announcing our financial results. This release can be found on our Investor Relations website along with today’s presentation pages that you can use to follow along. The materials can be found at ir.cushmanwakefield.com. Please turn to the page labeled forward-looking statements. Today’s presentation contains forward-looking statements based on our current forecast and estimates of future events. These statements should be considered as estimates-only and actual results may differ materially. During today’s call, we may refer to non-GAAP financial measures as outlined by SEC guidelines. Reconciliations of GAAP to non-GAAP are found within the financial tables of our earnings release and as an appendix of today’s presentation. For those of you following along with the presentation, we will begin on Page 5. And with that, I’d like to turn the call over to Executive Chairman and CEO, Brett White.

Thank you, Bill, and hello, everyone. This is an exciting time to Cushman & Wakefield, and we’re pleased to be sharing our results with you today. As most of you know, we had a very successful IPO just a month ago and our business is performing well, which I’ll elaborate on shortly. But first, given this is our first call as a public company, I thought I’d begin by providing you all with a quick overview of Cushman & Wakefield. I’ll begin my comments by referencing Page 5 in the presentation. Cushman & Wakefield is a top three global commercial real estate services firm, that focuses on two types of clients, real estate owners and occupiers delivering a broad suite of services to our integrated and scalable platform. Our business is focused on meeting the increasing demands of our clients across multiple service lines, including property, facilities and project management, Leasing, Capital Markets, Valuation and Other services. We are among the largest real estate services firm in the world with 48,000 employees and approximately 400 offices across 70 countries. In 2017, the firm had $5.3 billion in fee revenue and we manage around 3.5 billion square feet. While our leading global brand was built over the past 101 years, our business was completely transformed through the combination of DTZ, Cassidy Turley and Cushman & Wakefield in 2018. And buying those three firms under the Cushman & Wakefield brand gave us the scale and platform to effectively serve our clients in any part of the world. And importantly, it gave clients a third option for global service delivery in a highly-fragmented industry. Turning to Page 6. You’ll see that we have a well-balanced diversified business positioned to provide value to our shareholders. In addition to a geographically balanced revenue mix, you…

Thanks, Brett, and good afternoon, everyone. I would like to start with a financial highlight for the first-half of 2018. In describing our financial results, the company uses fee revenue, adjusted EBITDA and local currency to improve comparability of current results and to assist our investors in analyzing the underlying performance of our business. The company believes that fee revenue is 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. 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. This is because, these calculations generally eliminate integration and other costs related to acquisitions, 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 is calculated by dividing adjusted EBITDA by fee revenue. 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. With that, let’s start with our key financial data for the first-half and second quarter of 2018 summarized on Page 13. You’ll find the more detailed financial information in the tables of today’s news release and the Form 10-Q. Today, we reported year-to-date fee revenue of $2.7 billion, a 10% increase compared to the first-half of 2017. Second quarter fee revenue of $1.4 billion also reflected a 10% increase…

Thank you. [Operator Instructions] Your first question comes from Anthony Paolone with JPMorgan. Your line is open.

Thanks and good afternoon. My first question relates to, as we start to look into the second-half of the year, I know you’re not giving guidance, but you had very strong EBITDA growth in the first-half and was wondering if you can talk through some of the puts and takes that may takeaway some of that growth perhaps in the second-half or giving opportunity for some growth in the second-half?

Sure, Anthony, and nice to hear from you. This is Brett. The first thing I’d say is that the underlying trends in the business that we saw in the first-half of the year, nothing has materially changed in the trends. We’re seeing good performance across the business in most of our global regions. But keep in mind that the first-half of the year represents, as a proportional amount, less of our EBITDA by far than will the second-half. So when you think about percentage increases, we’re dealing with relatively small numbers in the first quarter, a bit larger in the second, third and fourth quarter, particularly the fourth quarter for us, are the major events. As we mentioned, when we were on the road, we will be updating if we feel it’s necessary, our full-year guidance at the end of the third quarter on our third quarter call. At the moment, I wouldn’t see any major puts and takes that would impact the fundamental business, but I’ll turn it to Duncan. Duncan, anything you want to add to that?

Yes. I think Brett hit the key points. The trends are pretty good in the overall business. The percentage of EBITDA that shows up in the different quarters can vary year-over-year. I think last year we had a particularly strong Q4 and a relatively weaker Q3. So, I’m not expecting this year to maybe be shaped quite like that. But generally speaking, the business is in good shape, although maybe the – obviously, the significant EBITDA growth we saw in the first-half of the year and the significant increase in margin is probably not an indicator of that kind of percentage for the whole year.

But do you think you can have some growth in the second-half of the year versus second-half last year in EBITDA?

I think we are expecting to see, I’d say, Q3 last year was relatively weak, Q4 was quite strong. We’re not guiding to specifically what we think EBITDA is going to be in the second-half of the year, so I don’t want to sort of get too much into that. But generally speaking, I think that that was the shape of last year and I think this year is going to won’t necessarily be in that shape.

Okay, great. Thank you.

Your next question comes from Alex Kramm with UBS. Your line is open.

Hey, good evening. Pretty strong margin expansion obviously as you pointed out several times here so far this year. I’m wondering if you could talk a little bit about the forward-look, and I’m not talking about the second-half, but more as you think about the next couple of years. Clearly, you’re gaining scale, so that should be a margin upside, but you also gained a lot from integration over the last year. So maybe you can just parse out as you think about the next couple of years how much opportunities are there still left on the integration side and maybe you can point to specifics and then how much, or if we should just expect mostly it to come from sale gains?

Sure. Good question, Alex. So first of all, I would just remind you that first-half of this year the benefits to margin were not driven from legacy integration expenses from the 2015 mergers. These were performance of the business and cost efficiency that we drive just as a matter of business practice here. As we think about our business going forward, we’ve been pretty clear that we are very focused on accreting margin every year. It won’t be likely at the rate that it has been the past three years, but we’d be disappointed if, in a favorable market, margins didn’t expand a bit each year. And those expansions will come from a variety of factors. I’ll let Duncan touch on those specifically.

Yes. So I think that as we talked about it, I think a lot during the road show, we do see opportunity to improve margins in our business and we are very focused on that across our businesses and our service lines. Part of that will come, as Brett said, from continued focus on operating efficiency just generally across our business. The second is scale where we see as we grow our businesses in all the service lines in all the geographies, we benefit from scale and spreading essentially the more fixed elements of our cost structure over a broader revenue base. And thirdly, we get margin expansion as we infill. And Brett talked about the success we’ve had in infill M&A. infill M&A, generally speaking, comes on and enables us to expand scale and also to benefit from bringing that revenue stream on higher margins. So all those three things enable us to expand margins, probably not at the level we’ve seen over the 2014 to 2017 period per year, but, generally, we expect to drive margin expansion across our businesses and service lines on an ongoing basis.

All right, fair. Thank you. And then just secondly, I mean, you highlighted in your prepared remarks, I think Sydney in particular as one of those areas where you’re gaining share. But if you look at your business, there’re still some holes or some metro areas, I would say, where you’re underpenetrated. And I think LA, for example, is an area that I think you’ve even talked about in the past. But any updates you can give us in terms of the hiring pipeline, teams you’re looking to lift out? Any areas that you can disclose already or that you’re getting closer to that could be material?

Sure, Alex, it’s a great question. I can assure you one thing I won’t talk about are the teams we’re thinking of lifting out, but I’d be happy to talk to a topic generally. So first of all, I’ll just give you a couple of data points that are interesting. In the U.S. so far since January 2017 up to the end of June 2018, we’ve hired 600 fee earners in the U.S. So we’ve been aggressively hiring. We talked on the road show about where those folks are coming from. We’re very focused on filling out our geographic platform in those areas where we aren’t number one or number two. I think the great news for us, as we think about our business, what we get very excited about is, we have a lot of room to continue to grow into markets such as you referenced. We should be number one in Los Angeles, we’re not. That’s something that Los Angeles is a great example of the market we’re focused on. We identified really two years ago, those markets that were most important to lean into. Sydney was one of those. We’re very proud of the group that we brought over and their performance already, since they’ve been here. But I think the best answer I can give you is, you should be assured that we are very focused on the top 50, 60 markets around the world and making certain that we have a leading market position in those markets. And that leading market position will be generated from organic growth. It will be generated from hiring great people that are in the industry, and it will come from infill M&A across those markets as well in all three of those areas we’re very focused upon.

Great. Thank you.

You bet.

Your next question comes from Stephen Sheldon with William Blair. Your line is open.

Good afternoon, and thanks for taking my questions. I guess, first within the Leasing and Capital Markets businesses, do you view the strong activity in the first-half of the year as representing any pull forward of activity? And can you maybe talk about trends that you saw in July and August in those businesses? Did the kind of transactional strength continue in the first few months of the third quarter?

Sure. Why don’t I first talk generally about the trends? And as I mentioned, I think on Tony’s question, or perhaps it was Kramm’s, we don’t see any fundamental changes in the dynamic supporting the business at the moment from what we’ve seen the rest of this year so far. So the trends we’ve seen lately are pretty close to what we saw in the first-half. What are those trends? Those trends are, we see a very strong Leasing and Capital Markets environment in the U.S. We see a very strong Leasing and Capital Markets environment in APAC. We see the UK in particular much slower in the Leasing and Capital Markets, and those trends I think have been a stamp for the year and well generally what we’re seeing now. We’re not going to talk specifically about July and August. We will do that on the third quarter call. I will tell you though that aside from our own performance, which we are very proud of. When you look at the market in general, we’re seeing forecasted vacancy and rental rates in the U.S. office market, which is a great proxy, I think, for the entire business in the U.S., generally very, very steady next year from what they are this year. And frankly, this year those vacancy rate and the rental rates are very close to what they were last year. So they’ve been steady for three years. The uptick we are seeing in Capital Markets is share gain. It’s almost entirely share gain, and that’s related to the hiring we’ve been doing and some infill acquisition work we’ve been doing. Leasing I think is a – you’ll get a different answer probably from everybody, and we guess when we try and give you the answer. But I do think that Tax Reform in the U.S. has fully taken hold. Our corporate customers, it takes them a while to go from the view that tax reform has actually happened to shaping their capital expenditure budgets and then deploying that capital, so there’s a lag there. I think we’re seeing some of that in the Leasing numbers. And as Duncan mentioned in his comments, when you look at IMF’s forecast of roughly 4% GDP growth globally, these are very conducive marketplaces for firms like us, and those trends, as I mentioned, remain in place.

Got it. Very helpful. And then within the PMFM business in Asia-Pacific, nice to see that return to growth even with the headwind from the contract structure change for a large client there. Can you talk about the factors there that drove the acceleration, and specifically were there contract implementations that could provide support for growth over the remainder of the year and into 2019?

Sure. I’ll speak generally. But generally speaking in APAC, you’re seeing in China, in particular, very, very strong dynamics across the entire business. Every business line in China for us is doing exceptionally well right now and it’s material. And so a piece of that is certainly China. We have had a very well-entrenched, very, very good PMFM business, particularly the FM side, across Asia Pacific for many, many years. We have had – there are clients we’ve had in that marketplace for, if you can imagine, over 20 years and having that market position that we have in Asia Pacific leads to in most marketplaces good growth year in, year out. So when we look at the market today and we look at the numbers, we’re seeing coming from Asia Pacific today. As Duncan mentioned, most of the growth we saw in Asia Pacific was transactional. It was Capital Markets and Leasing. As PMFM business is just a very good business for us. I’d say at the moment, it’s being led in growth out of China and some select markets, like Singapore and Australia.

Great. Thanks.

Your next question comes from Mitch Germain with JMP Securities. Your line is open.

Thanks. Just curious about Europe transaction based revenues, obviously, saw some headwinds this quarter. It didn’t look like the comp was that strong either from a year ago. Is that really just market dynamics slowdown related to Brexit and some other issues there?

I would say it’s a combination of factors. The first factor and I think that most of the firms in our business are organized this way in Europe, the UK is a material piece of the European business. And the UK, as everyone knows, is probably the most—how do I say this right is the slowest growth market of any major market that we operate in at the moment. You’ve seen the GDP forecast for the UK this year, which are barely any growth at all, and that comes straight through the Leasing line. On the PMFM side, our business there is underweight. We are very focused on that, as we mentioned on our road show. So when you see good growth in those business lines in Europe, we don’t benefit as much as we’d like and we’re focused on that as an area for growth for us. But I do think Europe at the moment is just – the way it’s performing at the moment is the way I think it’s going to perform generally speaking for a while. That having been said, the first-half of the year for Europe for us is only 20% of our EBITDA. We think that for the year, we will have good results out of Europe and we see nothing in the marketplace today that would cause us to think that anything in Europe is going to get any worse than it is now. It’s a generally pretty good marketplace at the moment with the exception of the UK, which is certainly struggling a bit.

The UK as a percentage of your European business is how much?

We don’t disclose that, but I would say it’s a material amount.

If I can just sneak one more in. I think, Duncan, you said there’s a path to deleveraging to mid-two times. Is that like a 24-month target or a six-month target? I’m just curious in terms of how potentially the deleveraging strategy changed after the private placement.

Yes. That’s a good question. We set a goal that we would sort of get to three times, and as you can see we’re kind of on an IPO pro forma basis, at the end of Q2 we’re kind of there. As you know, we have $1.6 billion of liquidity so we have a very strong balance sheet. I think from now on what we’ve said is that just through business growth and essentially that means growth in EBITDA, we will see deleverage, right? We plan to generate a reasonable amount of free cash flow and we’ll be investing a lot of that back in the business through infill and recruitment and efficiency projects. But generally speaking, we will just delever, because EBITDA will naturally grows and as it grows we will get towards mid-twos. We haven’t put a specific timeline on that, but we have said sort of in the near-term.

Thank you.

[Operator Instructions] Your next question comes from David Ridleylane with Bank of America Merrill Lynch. Your line is open.

Sure. Good afternoon. Just wondering what the material credit covenants to be aware of on the revised first-lien term loan are?

Yes. So I think the documents are going to be, they will filed with the 10-Q tomorrow, maybe did we already file them, I can’t with it through the 8-K? I’ve forgotten. But the terms will be file there. Generally speaking, the terms have all improved for the revolver and for the first-lien. There is no active covenant unless the revolver is essentially significantly drawn at the end of a particular testing period, so there won’t be a covenant that’s very covenant-light. And then if the covenant is tested, should there be a spring, then it’s tested on sort of a first-lien leverage pro forma basis net debt to EBITDA of 5.8.

Got it. Did I hear you right that you’ve fixed some of the interest rate exposure? Did you talk about the details of any sort of interest rate swap that you did?

Yes. So basically, we have a general philosophy, certainly for the near-term that we’re going to fix our interest rate exposure on a net basis. So when we look at our first-lien debt net of cash, we look at that overall kind of floating rate exposure, because it is almost all floating rate exposure and we are going to basically lock it all in through the end of next year and a little bit less the year after. It’s going to be pretty much all locked in for next year and those swaps are actually being put in place right now. So we’ll be locked in for all of next year on a net debt basis, it will all be locked in.

Got it. And then on specifically in the UK Capital Markets business, have you seen any signs in the marketplace that people are getting a little bit more concerned about a potential no deal Brexit in terms of bid/ask spread, or in terms of the number of listings with a number of Feds? Any sort of change and turnaround that?

No, we haven’t. The Capital Markets business there – the nice thing about Europe is it is a terrific market for long-term investment and most investors take a pretty long-term view there. While we didn’t see a lot of growth in that business in the first-half of the year still a very good business. And we haven’t seen any material changes in sentiment or deal terms based on that particular issue.

Thank you very much.

Your next question comes from Pete Christiansen with Citi. Your line is open.

Good afternoon, and congratulations on the IPO.

Thanks, Pete.

I just had a – you’re welcome. I just had a question about the arrangement with Vanke. Can you provide us a sense of perhaps some of the opportunities you see with that relationship? And perhaps why do you think Vanke saw Cushman as a right fit?

Sure. Well, I’ll start with the second-half of your question first. Our business in China has been a leading business for many, many years. It is primarily the DTZ business. And that business has been, as I mentioned, a leader in China for decades. So I think that within China, the Cushman & Wakefield brand is highly respected. I suspect that for Vanke, they believed there was a great benefit to associating with that brand in one way or another. We’re hopeful that with this investment that this will lead to other opportunities between the two firms that Vanke, as you probably know, or for those on the phone who don’t know, they are a very, very significant builder and owner of high-grade commercial buildings and many of China’s largest cities, but also a very large third-party facility management business in China. So we’re talking like we do with all of our big clients in China. We’re talking about all the ways in which we can work together more closely. And we’re hopeful that we will continue to see benefit from our Vanke relationship and a deeper and better relation – business relationship.

Thanks. And then just briefly, are you seeing any signs of wage pressure in any of your major regions on – in the PFPM side?

Yes. So speaking of China, we always see wage pressure in China. I don’t think that’s going to change for a while, but that’s nothing new. We’ve seen that for years now. In our business, wage increases tend to move more or less along the line of inflation. And at the moment, there is very low inflation across the board. We’ve seen a little bit of wage pressure in our facility services business in the U.S., but the operative word there is a little. Across the rest of the business, most of wage pressure we would see has passed through to that – on the contract with our clients. And we’re not at this moment, I wouldn’t describe a wage pressure as material items of concern to us.

Great. Thank you very much. That’s all the questions we have for right now. With that, I turn the call back to management.

Thank you very much. Thank you for joining our call today. Before I turn on to Brett to close, I’d like to note that we will file our 10-Q tomorrow.

Thanks, Duncan, and thank you to our investors and analysts on the call today. As we mentioned, we are really proud to be a public company, even more excited about the opportunities ahead of us. Thank you, again. We look forward to talking to you at the end of the third quarter.

Okay.

This concludes today’s conference call. You may now disconnect.