Cushman & Wakefield (CWK) risk factors, FY2024 10-K

Risks Related to Our Business and Industry

1. 01Our business is significantly impacted by general macroeconomic conditions and global and regional demand for commercial real estate and, accordingly, our business, results of operations and financial condition could be materially adversely affected by market conditions or macroeconomic challenges
2. 02Our success depends upon our ability to attract and retain qualified revenue-producing employees and senior management
3. 03Our brand and reputation are key assets of our company and will be affected by how we are perceived in the marketplace
4. 04The concentration of business with specific corporate clients can increase business risk, and our business can be adversely affected by a loss of certain of these clients
5. 05Failure to maintain and execute information technology strategies could materially and adversely affect our ability to remain competitive in the market
6. 06Interruption or failure of our information technology, communications systems or data services could impair our ability to provide our services effectively, which could materially harm our business, financial condition and operating results
7. 07A security breach or other threat relating to our information systems could adversely affect us
8. 08Failure to comply with current and future cybersecurity and data privacy regulation and other confidentiality obligations could damage our reputation and materially harm our operating results
9. 09standards could result in negative publicity, diversion of management time and effort, significant liabilities, fines or penalties, or further scrutiny from regulatory bodies
10. 10Infrastructure disruptions may impede our ability to manage real estate for clients
11. 11We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and further industry consolidation, fragmentation or innovation could lead to significant future competition
12. 12Our historical growth has benefited from acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future
13. 13Our goodwill and other intangible assets could become impaired, which may require us to take significant non-cash charges against earnings
14. 14Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations or licensing requirements applicable to our Company or service lines
15. 15Exposure to additional tax liabilities stemming from our global operations, as well as changes in tax legislation or tax rates, could adversely affect our financial results
16. 16A failure by third parties to comply with contractual, regulatory or legal requirements could result in economic or reputational harm to us
17. 17We face risks related to climate change, including physical and transition risks, and with respect to other environmental conditions
18. 18Sociopolitical polarization and changes in political landscapes may pose risks to our business, financial condition and results of operations
19. 19Our operations are subject to social, geopolitical and economic risks in different countries
20. 20Our operations are subject to foreign currency volatility
21. 21Significant portions of our revenue and cash flow are seasonal, which could cause our results of operations and liquidity to fluctuate significantly

Risks Related to Our Indebtedness

1. 22The agreements governing our indebtedness impose certain operating and financial restrictions on us, and in an event of a default, all such indebtedness could become immediately due and payable
2. 23Our amount of indebtedness may adversely affect our available cash flow and our ability to operate our business, remain in compliance with our debt covenants and make payments on our indebtedness
3. 24Any of the above listed factors could have a material adverse effect on our business, prospects, results of operations and financial condition
4. 25Despite our current indebtedness levels, we and our subsidiaries may still be able to incur more indebtedness, which could further exacerbate the risks associated with our leverage

Risks Related to Our Common Stock

1. 26Under our current capital allocation strategy, we do not intend to pay cash dividends on our ordinary shares for the foreseeable future

Legal and Regulatory Risks

1. 27We are subject to various litigation and regulatory risks and may face financial liabilities and/or damage to our reputation as a result of litigation
2. 28We operate in highly competitive industries, and our business could be adversely affected by litigation brought by antitrust regulators or private parties regarding alleged anti-competitive practices, including the current lawsuit discussed elsewhere in this Annual Report
3. 29The rights of our shareholders differ in certain respects from the rights typically offered to shareholders of a U.S. corporation organized in Delaware
4. 30U.S. investors may have difficulty enforcing civil liabilities against our company or our directors or officers
5. 31Certain provisions in our articles of association and prohibitions under the U.K. Companies Act may have anti-takeover effects that could prevent a change in control
6. 32In addition, shareholders of public limited companies like us are prohibited under the U.K. Companies Act from taking action by written resolution
7. 33Provisions in the U.K. City Code on Takeovers and Mergers may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would benefit our shareholders
8. 34As a public limited company incorporated in England and Wales, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure
9. 35Our articles of association provide that the courts of England and Wales will be the exclusive forum for the resolution of all shareholder complaints other than complaints arising under the Securities Act