Welcome to the Cushman & Wakefield's Fourth Quarter 2022 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. [Operator Instructions] It is now my pleasure to introduce Megan McGrath, Head of Investor Relations for Cushman & Wakefield. Ms. McGrath, you may begin the conference.

Thank you, and welcome to Cushman & Wakefield's fourth quarter 2022 earnings conference call. Earlier today, we issued a press release announcing our financial results for the period. This release, along with today's presentation can be found on our Investor Relations website at ir.cushmanwakefield.com. Please turn to the page on our presentation labeled cautionary note on forward-looking statements. Today's presentation contains forward-looking statements based on our current forecasts and estimates of future events. These statements should be considered estimates only and actual results may differ materially. During today's call, we will refer to non-GAAP financial measures as outlined by SEC guidelines. Reconciliations of GAAP to non-GAAP financial measures, definitions of non-GAAP financial measures and other related information are found within the financial tables of our earnings release and the appendix of today's presentation. Also, please note that throughout the presentation, comparisons and growth rates are to the comparable periods of 2021, and in local currency unless otherwise stated. For those of you following along with our presentation, we will begin on Page 4. And with that, I'd like to turn the call over to our CEO, John Forrester.

Thanks, Megan, and thank you to everyone joining our call. With me today is Neil Johnston, our CFO; and I have also invited Kevin Thorpe our Chief Economist to participate in the Q&A portion of the call to provide insight into our macroeconomic and market outlook. I am proud of the results we have reported today. And I want to thank our team of exceptional professionals around the world. 2022 was a year like no other. And our team's ability to provide value to our clients in such volatile times is a testament to their hard work and the strategic groundwork that we as a company have been laying to enhance the strength and resiliency of our platform. 2022 was of course a year of two contrasting halves with record results in the first half, offset somewhat by a second half that presented considerable macroeconomic headwinds. Despite the uncertain environment, Cushman & Wakefield reported strong results for the full year. Fee revenue of $7.2 billion and adjusted EBITDA of $899 million, growing 8% and 4%, respectively were record company highs. Our 2022 results reflect the consistent execution of our multi-year strategy of building a fully diversified global platform with a strong mix of highly recurring revenues. During the year, we continued to invest in long term strategic growth areas completing and integrating six acquisitions and further enhancing our position in growing asset classes such as life sciences and logistics. A few notable highlights of the year include an exceptional growth year for our occupier outsourcing business as we won and onboarded several of the largest available mandates. Our new business pipelines continue to grow strongly with a mix of competitive second and third generation contracts and first generation outsourcing as corporates look to reduce costs. We had a successful year…

Thank you, John, and good afternoon, everyone. For the full year, we generated fee revenue of $7.2 billion, an increase of 8% over the prior year. And adjusted EBITDA of $899 million, an increase of 4% over the prior year. Contributions from PM/FM and leasing growth as well as our Greystone joint venture were largely offset by lower capital market activity, COVID-related restrictions in China, FX headwinds and higher commission expense. Adjusted EBITDA margins were 12.4%, a decline of 46 basis points versus 2021, which was generally in line with our expectations and guidance. Adjusted earnings per share for the year was $2, a decrease of 2% versus prior year. Looking at our fee revenue by service line. For the full year, PM/FM revenues grew 12%, primarily driven by project and facilities management activity. We were especially pleased with the performance of our PM/FM business and the strong growth in our recurring revenues. Leasing fee revenue grew 15% in 2022 driven by a steady recovery in the office sector throughout most of the year and continued solid performance in the industrial sector. Capital Markets decreased 10% versus a record setting 2021. Turning to the fourth quarter. Fee revenue of $1.9 billion declined 14% versus prior year. The decline in fee revenue reflects lower brokerage activity, which was most profound in Capital Markets as investors remained on the sidelines. Fourth quarter adjusted EBITDA of $220 million, declined 35% versus a record prior year comparison. The decline in adjusted EBITDA was principally driven by the lower brokerage activity and COVID-related restrictions in China, which continue to adversely impact our results in APAC. Adjusted earnings per share for the quarter was $0.46, a decrease of 51% versus prior year. Moving to our fee revenue by service line for the fourth quarter performance across…

[Operator Instructions] Our first question comes from Anthony Paolone with JPMorgan. Please go ahead.

Yes, hi. Thank you. I guess, first question, just want to understand the comments in the slide deck around brokerage declines in the first half. And so if I think about the fourth quarter like capital markets was down, I think 53%. So should we take that as your view of what the first half of '23 will also be down in terms of order of magnitude? And I guess same for Leasing.

Yes, sure. Tony at this point, very difficult to project what's going to happen even through the second quarter, but at this point as we have planned and done scenario planning, and looked at the year, we believe that that sort of range for Capital Markets and that's sort of a range for Leasing as well. We're planning for the first half. We are expecting sequential improvements each quarter and so we expect that to improve especially in the back half of the year.

Okay. And then for PM/FM, you did 8% growth. I think in the fourth quarter and you said low mid-single digits, is that --I know you have a large janitorial business. And so I was wondering if you could just break out sort of the growth embedded within that number is that janitorial kind of in that same ballpark or is that bringing it down a bit just wondering how the core trends in that are working?

Hi. Tony, this is John. Yes, I look at the PM/FM as a whole, there is no real specific difference in the short term dynamics between each of the sector service lines that make up that -- that bucket of revenue. What we've seen is a very strong 2022. As I've said in the prepared remarks, we had a really outstanding year in some of the very large contracts that we brought on. So therefore, I guide, you think about that business more of a over a period of two to three years driving that type of average growth as opposed to say last year being a blowout year followed by a more muted one, that's not how we see that business because contracts come on, they get integrated and then we go through the sales cycle again. But ultimately, a component to a pipeline, particularly in our outsourcing business, which is growing very, very substantially year-over-year makes us feel very good about the continued strong growth.

Okay. Thanks. If I can ask one last one, since I think we have Kevin on. Just any view on where office market vacancy rates should ultimately settle out once leases are cycled through and sort of the new world for space uses kind of dialed into people's footprints?

Yes, sure. Appreciate the question. I guess a couple of points. And I'll lay out the forecast. So I think just in -- and thinking about the office sector, the outlook, I think it's really important to recognize that office demand last year was -- it was beginning to stabilize. We just sort of focus on the U.S. U.S. net absorption start to float with positive territory in the first half of last year. And in fact, a third of the markets that we track -- track or we're starting to absorb space again even with remote work, we are seeing all these green shoots stronger demand for space. Return to office was trending higher not what it was pre-pandemic but trending higher, lease duration starting to normalize back to pre-pandemic levels. So from my perspective, these green shoots were kind of confirming our thesis that eventually sort of job, the relationship to job growth and demand for space would reestablish itself has started to do that. But now, when we look into this year, right, the baseline, we're anticipating a mild -- recession risks are high, a high, potentially mild recession. And typically during periods like this businesses do look for ways to cut cost and get more efficient with headcount in space, that's just sort of the recession playbook will that actually happened in this cycle. It's certainly seeing it in spots the tech sector for example, but will that be a trend across the board. I think that's really hard to say. I think it really worth noting that businesses have already gotten a lot more efficient with our space since the pandemic started and if the mild recession is truly mild that may not translated into significant job losses. And I think we also mentioned in the prepared remarks that demand for space and somewhat inelastic, right. So businesses need space to operate their business and there is always a regular churn in leasing and what we're tracking as a significant number of leases expiring over the next couple of years. So baseline outlook for office vacancy at 18.2% in the U.S., we have that trending to 20% through the recession and then stabilizing and trending lower from that point forward.

Great. Thanks for that.

Our next question comes from Chandni Luthra with Goldman Sachs. Please go ahead.

Hi, this is Chandni Luthra from Goldman. Thank you for taking my question. I'd like to talk about the $90 million cost savings that you talked about briefly. What are the areas that you're targeting? What are the temporary actions in there? And what are the segments that's going to be most impacted with these actions?

Sure, Chandni. The majority of those costs are permanent costs and they focused around efficiency. So rather than just going in and by just doing temporary cuts or randomly taking up cost, we've been very, very focused to make sure that the business stay strong and we continue to drive our efficiency. Remember, this official journey has been a three year journey. And so this is just a continuation of that and it really spans all costs and all geographies.

Well, one thing I'd add, Chandni, is it intuitively, of course, you'd be focused on taking cost out of that part of your business, which is going through low volume period. Interestingly, of course, the brokerage business is actually a very light cost business. And if you are going to drive very, very substantial cost savings to try to cover all the decrement of revenue falls in transactions, you'd actually have to cut hard into the infrastructure that's driving the growth on the services side, that will be the case for all organizations like us with a diversified model. So the key for us is to ensure that we focus on stripping out say inflation that's coming through from our own service suppliers and in the work that we do and allow ourselves to maintain a world class workforce. So that will come out. As I've said in the prepared remarks, firing on all cylinders, because we do believe the fundamentals are absolutely in place for a strong recovery at some point.

Got it. And as a follow-up, I'd like to talk about leverage a little bit. How do you think about your leverage target in 2023? Where do you think leverage is going to track? Is there going to be some cadence that we should think about? And then as a follow up, within that you obviously recently amended a portion of your term loan. Could you discuss how we should think about your interest expense in 2023?

Sure. So Chandni, let me unpack that a little bit. If we look just at leverage, our long-term target remains intact. Our leverage over the long run is to be in that two to three times range. We ended the year at 2.9 times. So, well within that range. Going into '23 with an expected decline in EBITDA, you will see that leverage temporarily move up. But I think what's much more important is liquidity. We have over $1.7 billion of liquidity. We feel like we are in a very strong position from both leverage and liquidity standpoint. In terms of the extending the term loan B, we just saw a unique opportunity in the market as we came into the year, we've got a 2.6 -- we had $2.6 billion term loan B that's expiring in '25. So we do have time. But coming into the year, we saw spreads move in and we saw a lot of demand for our paper. And so we had a very successful transaction where we just pushed out $1 billion to 2030. The goal there was really just to space out our maturities and give us a very flexible balance sheet, really to strengthen our balance sheet overall. In terms of interest rate cost, the increase from that was very small 50 basis points. So less than $5 million. So it was very cost effective in terms of the transaction itself. However, we will see interest go up slightly in 2023 just because of SOFR increasing. But I would remind you that about 80% of our debt on a net basis is fixed, so that does reduce the impact of floating rate debt moving.

Excellent. Thank you.

Our next question comes from Stephen Sheldon with William Blair. Please go ahead.

Hi. This is Pat McIlwee on for Stephen. So, as a follow-up to Anthony's question and John's response to it. It sounds like everything is going well in the PM/FM business and understand it's a pretty unique operating environment. But given the guidance, is there some conservatism baked in there? Or what factors were you considering when building that after what was a pretty strong quarter and year for that business here?

Thanks for the question. It's actually something that we think about a lot. We are by nature get conservative guidance, particularly in environment like this. And a lot of our -- the growth that comes through in the PM/FM business is based on wins and contract changes in a given year. So sitting here in January, yes, we've got a very strong pipeline, we feel good about our ability to retain and win business. But ultimately, the success rate within that retention and renewal will make the difference of 100 basis points to 200 basis points here or there. So the guidance we've given, we feel very positive that we will achieve. More than that will be because we do continue to take market share. But it's based on the availability of contracts at a given time and when they are on boarded. Just to give you an idea, in particular the global outsourcing markets, the pursuit of a contract bid out or renewal can be as long as 18 months. So really we are bidding on contracts today that won't show up as revenue until potentially the back end of 2024, others on a much shorter timeline and could show up as soon as Q2. So that's just really where we will give caution to that guidance number at the beginning of the financial year.

Okay. Thank you. And at a higher level, as the trends in returning to office seem to kind of plateau a bit in -- the future work looks a bit more hybrid in nature. Can you just talk about how that impacts your longer term outlook for both leasing and PM/FM business? And also is there anything you can share on your exposure to office properties in one or both of those business lines?

Happy to. I'll talk about the office sector with regards to how they show up within the organization, and I'll pass over to Kevin, who'll has ever have more ready data on the market as a whole. What we're seeing and I think this is typical of our peers is the proportion of revenues derived from office activity right across the platform from transactions also within our PM/FM business. Pre-pandemic compared to now have been falling primarily as the size of the other asset classes has been growing. So actually our revenues are very strong still in office. But as reported, they've gone from a small majority over 50% to just below 50% over the last 12 months or so. And we expect that to continue to fall as proportion, even though we may well see growth in our office derived revenues over time. We've been successful in taking market share, we see opportunities to build and grow teams still in offices in markets where we are underrepresented. And we have very high quality teams who are maturing and growing their ability to penetrate and win. So I would just guide that the office will remain fundamentally a very large part of our portfolio, but ultimately become less the anchor over time, particularly as multifamily and industrial continue on their secular long-term growth. Kevin, have you got any observations about actually the return to the office and utilization?

Yes. So, if we kind of go back to January of last year, this is during the Omicron surge, roughly 18% of workers were at the office on any given day. I think I mentioned earlier, that's now hovering closer to 50%. And if you do just back of the envelope math on that, that indicates that there is roughly 9 million more people back at the office in the U.S. on any given day versus the same time a year ago. The pre-pandemic norm was closer to 70%. I'm not sure we'll ever get back to that point again. But with a recession, potentially imminent with the pandemic seemingly stating we are seeing more companies their desire to have people back in the office more regularly. I do think that's important to the office recovery. And I do expect the office attendance, in-person attendance to continue to drift higher. And we'll just add, even if we just say 50% is the new norm, just as if we assume that business is still need to accommodate for when there is going to be more than 50% in the office on any given day. And I think in particular, the peak space needs for the days when you have the maximum number of employees in the office for teamwork and communication and so forth, that's ultimately going to drive demand for office space. And, so we do have occupier space, the amount of occupied space continuing to grow through the end of the decade, right. At this point which means just office leasing pie also grows, it's just going to be more concentrated in the higher quality segment of the market. Hopefully that answers your question.

Yes, definitely, it's very helpful. Thanks, Kevin, and thanks, John.

Your next question comes from Michael Griffin with Citi. Please go ahead.

Great, thanks. Maybe switching to more of those non-traditional real estate asset classes. You've got exposure to I think of lab/office. I think the growth in logistics, I know you've talked favorably about data centers in the past. I mean, how much across your existing business segments, do you expect this to grow as sort of a percentage of the pie? And then any commentary about positive secular trends you're expecting in the near term would be helpful.

Okay. I'm probably going to toggle this with Kevin, again, you'll have the data to hand more specifically. And I'd make a couple of comments, I think bringing potentially the level of activity we are seeing from sectors in office. I think there's a lot been written and said in the last few weeks about the utilization of office particularly by the tech sector and layoffs that we are seeing there. And then what's the impact of that on the office market. What I would say there is throughout, I'm afraid, what has been a very long career, lot of them working in offices, I've seen there's has always been a particularly driven sector engine that has driven the market. It was just before the Millennium 2000, financial services, particularly investment banking was driving very large proportion of high quality office uptake globally, professional services through and just after the GFC became the big driving engine of office growth and then we've seen technology, of course, over the last 10 years being that driver. There's always been a growth engine. And what we're seeing now actually is the diversification of use being the growth engine. So ultimately a lot of the absorption that we're seeing in the alternative classes like datacenters, last mile logistics, life sciences or is accommodation which would ultimately have been offices in prior cycles. And our strong fast growth markets, if you can take our revenues from life sciences this year with a 60% increase in revenue year-over-year, you get an idea of the rate of growth in these markets and they're going to be taking the place as the engine of growth of same technology. So overall, we still feel relatively positive about the office sector as a whole because as ever has always been some drivers of demand growing and some becoming more muted within that. I'll pass over to Kevin now, he's probably got some far more accurate data.

Yes, sure. So couple of data points that I think might be helpful. So first just on high quality office. So since the pandemic started in the U.S. over 100 million square feet of space has been absorbed in the highest quality segment, newly built, sustainability features, prime location, positive absorption in that space. And what I think really interesting is there is -- in terms of the office stock in the United States less than 10% of the inventory actually qualifies as this highest quality product. So if you just think about that, what a massive opportunity to reposition office assets sort of make move them up the relevancy curves. So that's office. Industrial logistics, I would say there's no evidence so far that there's been any slowdown in demand trends and I would say that globally. So in the U.S., as Neil mentioned in his remarks, very strong absorption in Q4, very low vacancy in EMEA, same very low vacancy rate 3.5%. In Canada, actually was a record quarter of absorption, vacancy under 2% in Canada. I do think we have to be mindful of the recession and keep a close eye on the demand drivers, e-commerce, the state of the consumer and so forth. But the long term tailwinds are very strong for industrial logistics, over time e-commerce will continue to grow in the U.S. and globally as more people shop online. Demand for last mile space will remain fierce, given the sort of the push to get products to the people as quickly as possible. So the consumer spending pie will continue to grow. So there's a lot of reasons to be bullish longer-term on industrial logistics and certainly our investor, clients. Our retail has been a surprise. There is still very strong pent-up demand for experience even as we go into maybe an economic downturn. There's very strong fundamentals in retail. Vacancy is the lowest as it's been in 10, 15 years, there is rent growth in retail. Multifamily is an another darling for investors sort of regardless of cyclicality people need a place to live and household formation is only going to continue to grow. Multifamily by the way is the number one asset class now in the United States and growing very quickly globally. And the rest datacenters clearly very cyclical strong demand drivers for that sector. And you think about data consumption and how that's growing. So yes, very confident in the long term tailwinds and the fundamentals and property for all.

And Kevin, on that -- let's call the 10% highest quality those trophy buildings Class A kind of stock. You mentioned the vacancy expectations. I think 18% for this year, maybe going to 20% next year and the declining for the overall market. Do you have a sense of what that is for that highest end of the market?

About half. So if you look at, if you isolate the newly built -- prime, newly built prime sustainably features all the key features of what -- how we define prime office. Vacancy in that product is somewhere between 10% and 12% and it's lower than that in some of the -- some of the key cities is lower than that. Manhattan, for example, and other markets.

Got you. And then just maybe one last one, sort of on your general macroeconomic outlook for '23, I think you might have mentioned in the prepared remarks, anticipation around or a recession at some point this year, that's probably no surprise. But I'm just wondering your thoughts maybe, Kevin, this one's best geared for you, sort of where you see inflation maybe getting toward the back half of this year, expectations around rates peaking at some point, any additional commentary there would be helpful.

Yes, sure. So would just have to preface, and I think any forecast showed right now, the situation is very fluid, lots of unknowns, we're forecasting in a very difficult time, heightened uncertainty. Our baseline does call for a mild recession and the indicators I am studying still very much point to that, that the yield curve remains firmly inverted, confidence is down, suddenly high inflation which you mentioned and other indicators are just pointing to that. So in terms of CPI inflation, the good news there both in the United States and Europe, inflation appears to have peaked. It was June of last year in the U.S. at around, I think it was 9% on the nose. And that is now trended lower to 6.3% was the latest headline inflation year-over year in January. So that is heading in the right direction, but we still have the wage pressure -- wage pressures there. And so I do think it's going be very difficult for inflation to get back to target until we do see the labor markets cool off and that is going to take time. So we have -- we do have CPI inflation trending lower towards the end of this year, finishing in the U.S. and that's 3.5% to 4% range. And what that means for the 10 year treasury yield as we model this as we have it hovering in the U.S. in the 3.5% to 4.5% range for the next 12 months and then we have it settling in at 3.5% beyond that. Our expectation is that growth will resume in 2024, that the recession will be over in Q4 of this year, and would point to a pretty good confidence in that because of the strong underlying fundamentals going into this. Some of the strongest fundamentals I've ever seen as we enter into a potential recession, all the things are commonly cited, household balance sheets are in excellent shape, strong FX savings. So I do think once we get pass the inflation problem, the Fed will then pivot to lowering rates, I think in early 2024 and that's when we should see the economy start to rebound.

Got you. That's it from me. Really appreciate it. Thanks.

Our next question comes from Doug Harter with Credit Suisse. Please go ahead.

Hi, it's Will on for Doug tonight. We're just curious just you guys have had any early conversations, there are signs of early conversations with buyers or sellers in the market that give you any real sort of confidence in how the markets might perform in the coming year?

Will, is that question aimed at the Capital Market side?

Yes.

Okay. I think what we've seen so far this year across all markets, all sectors and all geographies from capital markets is actually a remarkable level of positivity from investors. There is very significant amount of dry powder. It has been mentioned many times on these calls, and in our peers. But there seems to be a very clear view that as the fundamentals become transparent that there will be high levels of activity in both sales and acquisitions. So the fundamental of the global capital markets remaining a very large opportunity for us remains extremely strong, it's really doesn't matter of when, which point whether that is the back half of this year, potentially later -- even later depending on the outcomes that Kevin mentioned. But ultimately what we're seeing on a sort of client by client conversation basis. And I've been around many of the largest investors in the world in the last couple of months, as I remain ready to deploy and deploy in a very large scale.

Okay. Great. Thanks.

[Operator Instructions] Our next question comes from Ronald Kamdem with Morgan Stanley. Please go ahead.

Hi, just two quick ones. So just trying to connect some dots here. So looking at the guidance for PM and FM, the revenue expected in the low to mid-single-digits. But I think I also heard your earlier comments that the incremental margins for PM and FM would be decremental and I think that's what I heard. So I guess my question is if I'm just thinking about that PM/FM adjusted EBITDA number, is that -- are we supposed to see that as sort of a flattish or maybe even negative or without sort of giving guidance, obviously, just how should we think about how that flows through? Thanks.

Yes. And just to be very clear, we do not see decremental in -- we were talking about incrementals on the services side. So the contribution margin as we grow our services business is in the 10% to 20% range. We're just providing that as contrast to the decrementals will see as brokerage declines and just giving guidance on the expected mix change in revenue, especially as we go through the first half of the year. So very clear, we do expect growth in EBITDA in the services business.

Got it. So for the PM and FM basically sort of similar growth on the EBITDA line as the revenue line, is that sort of that fair?

Yes, that's fair.

Excellent. And then my follow up question is just, I guess my second question, just trying to sort of cash flow, maybe can you remind us in terms of the conversion rate from adjusted EBITDA to sort of a free cash flow or operating cash flow number, whatever you prefer. What that would have been historically? And then how does that -- how does '23 impact? But how should we think about that capture rate changing in '23 and going forward? Thanks.

Sure. Yes. As we've said before, our long term free cash flow conversion rate. And when I say free cash flow conversion, I'm referring to conversion from adjusted EBITDA. So it's not from earnings, it's from EBITDA. That conversion rate our target is 30% to 40%. As we said, as we look at cash flow given the changes that we see during the year especially over the last two years, where we saw strength in the first half weakness -- weakness/strength. What really has to look over a cycle, so as we give that guidance 30% to 40% as a mid to long range guide that is over the cycle. So it's over a multiple year period. If we look back historically at the last two years, we look at '21 and '22. As you look at that free cash flow conversion, it was slightly below 30%, around 28% but right in line with the guidance that we gave earlier last year. And as we look at then to '23, we'd expect that conversion to be lower given the fact that we expect to see weaker brokerage at high margin in the first half of the year and then we'll grow into those ranges over the cycle.

Great. That's it for me. Thank you. Super helpful.

Right.

This concludes our question-and-answer session. I would like to turn the conference back over to John Forrester for any closing remarks.

Thanks to everybody for joining our call today to hear our 2022 full-year results. As we said, it was a strong year, despite the challenges and we believe 2023 is going to be another challenging year, but one which we are very well positioned for and weather long term fundamentals of our industry and our position within that industry remains strong. As a company, we're energized by the opportunity that volatility and complex markets provide in the macro environment. We always end up taking market share and coming out stronger in periods like this. So the benefit of the scale of diversified platform makes us feel very good about the opportunity to continue to grow the organization, lean into our strategy and drive outsized returns. So thank you all for joining and speak to you next time.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.