What the changes say
- AI adoption, including generative AI and advanced analytics, now creates technology, governance, investment and competitive risks.
- Bermuda redomiciliation adds tax-treaty, shareholder-rights and judgment-enforcement exposures previously tied to England and Wales.
- Cybersecurity disclosures now emphasize sophisticated attacks, while AI governance and data-privacy compliance requirements are expanding.
- Interest-rate cuts improved credit markets, but refinancing, hedging and future interest-expense risks remain; equity-investment impairment is now evidenced by Greystone JV charges.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
Increasing use of AI and machine learning technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of such AI Technologies could adversely affect our business, reputation, financial condition and results of operations
Falling behind competitors in AI deployment or governance could raise costs, weaken services and cause client or competitive losses.
- NewRisks Related to Our Business and Industry
A security breach or other threat relating to our information systems could lead to confidential information being exposed which could increase the risk of liability and damage our reputation
Sophisticated attacks, including ransomware, phishing, wire fraud and account takeover, could expose client, personnel and proprietary information.
- NewRisks Related to Our Business and Industry
Bermuda’s limited network of international tax treaties may present an incremental tax risk
Bermuda’s limited tax-treaty network after redomiciliation could remove prior benefits, increase withholding taxes and constrain intercompany cash flows.
- NewRisks Related to Our Indebtedness
exceptions. Each guarantee is secured by a pledge of substantially all of the assets of the subsidiary giving the pledge
Credit-rating downgrades could restrict borrowing, refinancing or repricing and increase the cost of future debt.
- NewLegal and Regulatory Risks
Because our parent company is incorporated under the laws of Bermuda, the rights of our shareholders may be limited or otherwise differ from the rights afforded to shareholders of a U.S. corporation
Bermuda law, exclusive Bermuda courts and limited judgment recognition may leave shareholders with fewer remedies than U.S. investors.
Dropped
- DroppedRisks Related to Our Business and Industry
A security breach or other threat relating to our information systems could adversely affect us
- DroppedRisks Related to Our Business and Industry
standards could result in negative publicity, diversion of management time and effort, significant liabilities, fines or penalties, or further scrutiny from regulatory bodies
- DroppedLegal and Regulatory Risks
The rights of our shareholders differ in certain respects from the rights typically offered to shareholders of a U.S. corporation organized in Delaware
- DroppedLegal and Regulatory Risks
U.S. investors may have difficulty enforcing civil liabilities against our company or our directors or officers
- DroppedLegal and Regulatory Risks
Certain 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
- DroppedLegal and Regulatory Risks
In addition, shareholders of public limited companies like us are prohibited under the U.K. Companies Act from taking action by written resolution
- DroppedLegal and Regulatory Risks
Provisions 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
Covered information-system security breaches generally and their potential impact on the company.
- DroppedLegal and Regulatory Risks
As 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
- DroppedLegal and Regulatory Risks
Our 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
Covered cybersecurity-related disclosure failures, liabilities, fines, penalties and regulatory scrutiny.
Reworded
- 95% rewrittenRisks Related to Our Business and Industry
Failure to maintain and execute information technology strategies could materially and adversely affect our ability to remain competitive in the market
The risk now emphasizes generative AI and advanced analytics, while adding dependence on data quality, specialized talent, infrastructure and budgets.
- 90% rewrittenRisks Related to Our Indebtedness
Any of the above listed factors could have a material adverse effect on our business, prospects, results of operations and financial condition
Interest rates fell in 2024 and 2025 but remain above 2021 levels; future refinancing or hedging may be unavailable or ineffective.
- 80% rewrittenRisks Related to Our Business and Industry
We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and our inability to effectively coordinate and cross-sell our services could lead to significant future competition
The risk now focuses on cross-selling, joint marketing and collaboration as prerequisites for winning, retaining and expanding client relationships.
Was: We 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
- 78% rewrittenRisks Related to Our Business and Industry
Failure to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could damage our reputation and materially harm our results of operations
The risk explicitly adds AI governance and potential documentation, monitoring, transparency and reporting obligations for the company and vendors.
Was: Failure 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
- 61% rewrittenRisks Related to Our Business and Industry
Our goodwill or our equity method investments could become impaired, which may require us to take significant non-cash charges against earnings
The assessment now covers quarterly equity-method investments and cites a fourth-quarter 2025 Greystone JV impairment loss.
Was: Our goodwill and other intangible assets could become impaired, which may require us to take significant non-cash charges against earnings
- 54% rewrittenRisks Related to Our Business and Industry
Interruption 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, reputation, financial condition and results of operations
The disclosure replaces employee errors with personnel errors and no longer specifically lists service delays or data exposure among consequences.
Was: Interruption 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
- 53% rewrittenRisks Related to Our Business and Industry
Our success depends upon our ability to recruit and retain qualified revenue-producing advisors and senior management
The risk now emphasizes senior management and revenue-producing advisors, while omitting the separate need to retain support personnel.
Was: Our success depends upon our ability to attract and retain qualified revenue-producing employees and senior management
- 42% rewrittenRisks Related to Our Business and Industry
Our historical growth has benefited from mergers, acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future
The risk now refers to M&A and adds that limited resources may cause Cushman & Wakefield to miss or mishandle beneficial opportunities.
Was: Our historical growth has benefited from acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future
- 40% rewrittenRisks Related to Our Business and Industry
Our 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
- 40% rewrittenRisks Related to Our Business and Industry
Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations and licensing requirements applicable to, or maintain adequate insurance coverage for, our Company or service lines
Was: Our 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
- 36% rewrittenRisks Related to Our Business and Industry
Sociopolitical polarization and changes in political landscapes may pose risks to our business, financial condition and results of operations
- 36% rewrittenRisks Related to Our Business and Industry
Exposure 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
- 36% rewrittenRisks Related to Our Business and Industry
Significant portions of our revenue and cash flow are seasonal, which could cause our results of operations and liquidity to fluctuate significantly
- 35% rewrittenRisks Related to Our Business and Industry
Our brand and reputation are key assets of our company and will be affected by how we are perceived in the marketplace
- 31% rewrittenRisks Related to Our Business and Industry
We face risks related to climate change, including physical and transition risks, and with respect to other environmental conditions
- 30% rewrittenRisks Related to Our Business and Industry
Our operations are subject to foreign currency volatility
- 29% rewrittenRisks Related to Our Common Shares
Under our current capital allocation strategy, we do not intend to pay cash dividends on our common shares for the foreseeable future
Was: Under our current capital allocation strategy, we do not intend to pay cash dividends on our ordinary shares for the foreseeable future
- 27% rewrittenRisks Related to Our Business and Industry
A failure by third parties to comply with contractual, regulatory or legal requirements could result in economic or reputational harm to us
- 24% rewrittenRisks Related to Our Indebtedness
Our 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
- 24% rewrittenRisks Related to Our Indebtedness
The 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
- 22% rewrittenRisks Related to Our Indebtedness
Despite 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
All 31 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 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 challenges40% rewritten
- 02Sociopolitical polarization and changes in political landscapes may pose risks to our business, financial condition and results of operations36% rewritten
- 03Our operations are subject to social, geopolitical and economic risks in different countries
- 04Our operations are subject to foreign currency volatility30% rewritten
- 05Significant portions of our revenue and cash flow are seasonal, which could cause our results of operations and liquidity to fluctuate significantly36% rewritten
- 06Our success depends upon our ability to recruit and retain qualified revenue-producing advisors and senior management53% rewritten
- 07Failure to maintain and execute information technology strategies could materially and adversely affect our ability to remain competitive in the market95% rewritten
- 08Increasing use of AI and machine learning technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of such AI Technologies could adversely affect our business, reputation, financial condition and results of operationsNew
- 09Interruption 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, reputation, financial condition and results of operations54% rewritten
- 10A security breach or other threat relating to our information systems could lead to confidential information being exposed which could increase the risk of liability and damage our reputationNew
- 11Failure to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could damage our reputation and materially harm our results of operations78% rewritten
- 12The 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
- 13Our brand and reputation are key assets of our company and will be affected by how we are perceived in the marketplace35% rewritten
- 14We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and our inability to effectively coordinate and cross-sell our services could lead to significant future competition80% rewritten
- 15Infrastructure disruptions may impede our ability to manage real estate for clients
- 16Our historical growth has benefited from mergers, acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future42% rewritten
- 17Our goodwill or our equity method investments could become impaired, which may require us to take significant non-cash charges against earnings61% rewritten
- 18Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations and licensing requirements applicable to, or maintain adequate insurance coverage for, our Company or service lines40% rewritten
- 19Exposure to additional tax liabilities stemming from our global operations, as well as changes in tax legislation or tax rates, could adversely affect our financial results36% rewritten
- 20Bermuda’s limited network of international tax treaties may present an incremental tax riskNew
- 21A failure by third parties to comply with contractual, regulatory or legal requirements could result in economic or reputational harm to us27% rewritten
- 22We face risks related to climate change, including physical and transition risks, and with respect to other environmental conditions31% rewritten
Risks Related to Our Indebtedness
- 23The 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 payable24% rewritten
- 24exceptions. Each guarantee is secured by a pledge of substantially all of the assets of the subsidiary giving the pledgeNew
- 25Our 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 indebtedness24% rewritten
- 26Any of the above listed factors could have a material adverse effect on our business, prospects, results of operations and financial condition90% rewritten
- 27Despite 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 leverage22% rewritten
Legal and Regulatory Risks
- 28We are subject to various litigation and regulatory risks and may face financial liabilities and/or damage to our reputation as a result of litigation
- 29We 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
- 30Because our parent company is incorporated under the laws of Bermuda, the rights of our shareholders may be limited or otherwise differ from the rights afforded to shareholders of a U.S. corporationNew
Risks Related to Our Common Shares
- 31Under our current capital allocation strategy, we do not intend to pay cash dividends on our common shares for the foreseeable future29% rewritten
Other Cushman & Wakefield 10-Ks
- FY2024 10-K risk factors35 risks
Macroeconomic challenges, inflation, and high interest rates significantly impact demand for commercial real estate services. High indebtedness of approximately $3.0 billion restricts cash flow and operational flexibility. Reliance on key revenue-producing employees and senior management dictates long-term business success.
Filed Feb 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.