20182018
CBRE GROUP, INC.
CEO MESSAGE
March 2019
Dear Fellow Shareholders:
2018 was another excellent year for CBRE. Adjusted earnings(1) rose 20% to $3.28 per share on 15%
growth in revenue. This marked our 9th consecutive year of double-digit increases in adjusted
earnings-per-share(1), and both revenue and adjusted EBITDA(1) reached new all-time highs of
$21.3 billion and $1.9 billion, respectively.
Our continued strong growth reflects our people’s intense focus on our strategy of delivering client
outcomes that are differentiated from those they can receive elsewhere. These outcomes are being
enabled by the many operational gains and impactful investments we have made across our business,
particularly in strategic acquisitions and Digital and Technology capabilities.
In the midst of one of our best years on record, we also reorganized our business, putting in place a new
corporate structure (effective January 1, 2019) that better aligns with how we manage our global
business. Beginning this year, we will operate – and report our results on – three global business
segments: Advisory Services, Global Workplace Solutions and Real Estate Investments.
This new structure will provide greater transparency into our performance and positions CBRE to be a
better company in significant ways:
‰ Our management team now has clearer lines of authority with greater accountability for the results
they produce.
‰ We have escalated our focus on excellence across our business lines,
including embedding
increasingly robust Digital and Technology capabilities in them.
‰ Our Client Care program has been re-structured to provide deeper insights into ways that we can
improve client outcomes.
‰ We have taken steps to minimize cost and bureaucracy to help sustain both our
financial
performance and engagement with employees.
Importantly, we are also making moves to operate our business in a socially responsible manner,
particularly in the areas of environmental stewardship, governance, ethical conduct, diversity & inclusion
and employee well-being. Over the past year, the gains we are making have been recognized by
prominent third-parties such as Forbes, Fortune, Barron’s, Dow Jones, the Ethisphere Institute and others,
and we are determined to continue our progress going forward.
We enter 2019 with excellent momentum across our global business. Our people are energized, our
financial position is exceptionally strong, and we are poised to take maximum advantage of CBRE’s
scale, resources and growing suite of technology tools.
Globally, the economy is expected to grow at a healthy, but moderately slower pace than in 2018.
Cross-border capital flows are solid, notwithstanding the ongoing trade and geopolitical tensions. While
we remain mindful of potential macro challenges and the length of the current economic expansion, this
continues to be a supportive environment for our business.
In particular, we expect solid revenue growth in our transaction businesses in 2019, supported by
market share gains. We also see continued momentum in real estate outsourcing as our competitive
advantages continue to grow, driven by large investments in strategic acquisitions and operational and
technology gains. This portends another year of strong growth for our outsourcing business in 2019.
CEO MESSAGE
The strong performance you have come to expect from CBRE – year-in and year-out – would not be
possible without our more than 90,000 global professionals. Their dedication to our clients is the
linchpin in our strategy and the reason for our ongoing success.
In closing, we thank you for your continued support and the confidence you place in CBRE. We work
hard every day to earn your trust.
Sincerely,
Robert E. Sulentic
President & Chief Executive Officer
CBRE Group, Inc.
(1) These are non-GAAP financial measures. Please refer to Annex A on the last page of this Annual Report for more information and
a reconciliation to GAAP measures, where applicable.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2018
Commission File Number 001 – 32205
CBRE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
400 South Hope Street, 25th Floor
Los Angeles, California
(Address of principal executive offices)
94-3391143
(I.R.S. Employer Identification Number)
90071
(Zip Code)
(213) 613-3333
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A Common Stock, $0.01 par value
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
N.A.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:3) No (cid:4)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No (cid:3)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes (cid:3) No (cid:4)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes (cid:3) No (cid:4).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to the Form 10-K. (cid:3)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer (cid:3) Accelerated filer (cid:4)
Non-accelerated filer (cid:4) Smaller reporting company (cid:4) Emerging growth company (cid:4)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:4)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:4) No (cid:3)
As of June 29, 2018, the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was $16.2 billion based
upon the last sales price on June 29, 2018 on the New York Stock Exchange of $47.74 for the registrant’s Class A Common Stock.
As of February 14, 2019, the number of shares of Class A Common Stock outstanding was 335,834,731.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the registrant’s 2019 Annual Meeting of Stockholders to be held May 17, 2019 are incorporated by
reference in Part III of this Annual Report on Form 10-K.
CBRE GROUP, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Page
Item 1. Business ....................................................................................................................................................
Item 1A.Risk Factors...............................................................................................................................................
Item 1B. Unresolved Staff Comments .....................................................................................................................
Item 2. Properties ..................................................................................................................................................
Item 3. Legal Proceedings .....................................................................................................................................
Item 4. Mine Safety Disclosures ...........................................................................................................................
1
7
22
22
22
22
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
23
Purchases of Equity Securities ..................................................................................................................
26
Item 6. Selected Financial Data.............................................................................................................................
28
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...................
52
Item 7A.Quantitative and Qualitative Disclosures About Market Risk..................................................................
Item 8. Financial Statements and Supplementary Data.........................................................................................
54
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.................. 122
Item 9A.Controls and Procedures ........................................................................................................................... 122
Item 9B. Other Information ..................................................................................................................................... 123
PART III
Item 10. Directors, Executive Officers and Corporate Governance........................................................................ 123
Item 11. Executive Compensation........................................................................................................................... 123
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters..... 123
Item 13. Certain Relationships and Related Transactions, and Director Independence ......................................... 123
Item 14. Principal Accountant Fees and Services ................................................................................................... 123
PART IV
Item 15. Exhibits and Financial Statement Schedules ............................................................................................ 124
Item 16. Form 10-K Summary ................................................................................................................................ 124
Schedule II – Valuation and Qualifying Accounts.................................................................................................. 125
SIGNATURES ........................................................................................................................................................ 130
Item 1.
Business
Company Overview
PART I
CBRE Group, Inc. is a Delaware corporation. References to “CBRE,” “the company,” “we,” “us” and “our”
refer to CBRE Group, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context
requires otherwise.
We are the world’s largest commercial real estate services and investment firm, based on 2018 revenue, with
leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses. As of
December 31, 2018, we operated in more than 480 offices worldwide with over 90,000 employees, excluding
independent affiliates. We serve clients in more than 100 countries.
Our business is focused on providing services to both occupiers of and investors in real estate. For occupiers,
we provide facilities management, project management, transaction (both property sales and leasing) and consulting
services, among others. For investors, we provide capital markets (property sales, commercial mortgage brokerage,
loan origination and servicing), property leasing, investment management, property management, valuation and
development services, among others. We provide commercial real estate services under the “CBRE” brand name,
investment management services under the “CBRE Global Investors” brand name and development services under
the “Trammell Crow Company” brand name.
We generate revenue from both management fees (large multi-year portfolio and per-project contracts) and
commissions on transactions. Our contractual, fee-for-services businesses generally involve occupier outsourcing
(including facilities and project management), property management, investment management, appraisal/valuation
and loan servicing. Occupiers and investors increasingly prefer to purchase integrated, account-based services, and
CBRE has been well-positioned to capture this business. As a result, we have generated significantly more
contractual revenue over the past decade.
In 2018, we generated revenue from a highly diversified base of clients, including more than 90 of the Fortune
100 companies. We have been an S&P 500 company since 2006 and in 2018 we were ranked #207 on the
Fortune 500. We have been voted the most recognized commercial real estate brand in the Lipsey Company survey
for 18 consecutive years (including 2019). We have also been rated a World’s Most Ethical Company by the
Ethisphere Institute for six consecutive years.
CBRE History
We will mark our 113th year of continuous operations in 2019, tracing our origins to a company founded in
San Francisco in the aftermath of the 1906 earthquake. Since then, we have grown into the largest global
commercial real estate services and investment firm (in terms of 2018 revenue) through organic growth and a series
of strategic acquisitions. Among these are the following acquisitions: FacilitySource (June 2018); Global Workplace
Solutions (September 2015); Norland Managed Services Ltd (December 2013); ING Group N.V.’s Real Estate
Investment Management (REIM) operations in Europe and Asia (October 2011) and its U.S.-based global real estate
listed securities business (July 2011); and Trammell Crow Company (December 2006).
Our Regions of Operation and Principal Services
CBRE Group, Inc. is a holding company that conducts all of its operations through its indirect subsidiaries.
CBRE Group, Inc. does not have any independent operations or employees. CBRE Services, Inc., our direct wholly-
owned subsidiary, is also a holding company and is the primary obligor or issuer with respect to most of our long-
term indebtedness.
On August 17, 2018, we announced a new organization structure that became effective on January 1, 2019.
Under the new structure, we will organize our operations around, and will publicly report our financial results on,
three global business segments: (1) Advisory Services, (2) Global Workplace Solutions and (3) Real Estate
Investments. For 2018, we continued to report our financial results through the following segments: (1) Americas,
(2) Europe, Middle East and Africa, or EMEA, (3) Asia Pacific, (4) Global Investment Management and (5)
Development Services.
1
The Americas
The Americas is our largest reporting segment, comprised of operations throughout the United States and
Canada as well as key markets in Latin America.
Most of our operations are conducted through our indirect wholly-owned subsidiary CBRE, Inc. Our mortgage
loan origination, sales and servicing operations are conducted exclusively through our indirect wholly-owned
subsidiary operating under the name CBRE Capital Markets, Inc., or CBRE Capital Markets, and its subsidiaries.
Our operations in Canada are conducted through our indirect wholly-owned subsidiary CBRE Limited and our
operations in Latin America are operated through various indirect wholly-owned subsidiaries.
Our operations also include independent affiliates to whom we license the “CBRE” name in their local
markets in return for payments of annual or quarterly royalty fees to us and an agreement to cross-refer business
between us and the affiliate. Revenue from affiliates totaled less than 1% of total revenue in our Americas segment
in 2018.
Within our Americas segment, we organize our services into several business lines, as further described
below.
Leasing Services
We provide strategic advice and execution for owners, investors, and occupiers of real estate in connection
with the leasing of office, industrial and retail space. We generate significant repeat business from existing clients,
which, for example, accounted for approximately 66% of our U.S. leasing activity in 2018, including referrals from
other parts of our business. We believe we are a market leader for the provision of these services in most top U.S.
metropolitan statistical areas (as defined by the U.S. Census Bureau), including Atlanta, Austin, Chicago, Dallas,
Denver, Houston, Los Angeles, Miami/South Florida, New York, Philadelphia, Phoenix, San Francisco and Seattle.
Capital Markets
We offer clients property sales and mortgage and structured financing services. The tight integration of these
services helps to meet marketplace demand for comprehensive solutions. During 2018, we closed approximately
$147.5 billion of capital markets transactions in the Americas, including $100.1 billion of property sales transactions
and $47.5 billion of mortgage originations and loan sales.
We are the leading property sales advisor in the United States, accounting for approximately 16% of
investment sales transactions greater than $2.5 million across office, industrial, retail, multifamily and hotel
properties in 2018, according to Real Capital Analytics. Our mortgage brokerage business brokers, originate and
service commercial mortgage loans primarily through relationships established with investment banking firms,
national and regional banks, credit companies, insurance companies and pension funds. In the Americas, our
mortgage loan origination volume in 2018 was $46.9 billion, including approximately $21.1 billion for U.S.
Government Sponsored Enterprises (GSEs). Most of the GSE loans were financed through revolving warehouse
credit lines through a CBRE subsidiary that is dedicated exclusively for this purpose and were substantially risk
mitigated by either obtaining a contractual purchase commitment from the GSE or confirming a forward-trade
commitment for the issuance and purchase of a mortgage-backed security that will be secured by the loan. We
advised on the sale of approximately $0.6 billion of mortgages on behalf of financial institutions in 2018. We also
oversee a loan servicing portfolio, which totaled approximately $162 billion in the Americas (approximately $201
billion globally) at year-end 2018.
Our real estate services professionals (both leasing and capital markets) are compensated primarily through
commissions, which are payable upon completion of an assignment. This mitigates the effect of compensation, our
largest expense, on our operating margins during difficult market conditions. We strive to retain top professionals
through an attractive compensation program tied to productivity as well as investments in support resources,
including professional development and training, market research and information, technology, branding and
marketing.
2
We further strengthen our relationships with our real estate services clients by offering proprietary research to
them through CBRE Research and CBRE Econometric Advisors, our commercial real estate market information and
forecasting groups, respectively.
Valuation Services
We provide valuation services that include market-value appraisals, litigation support, discounted cash flow
analyses, feasibility studies as well as consulting services such as property condition reports, hotel advisory and
environmental consulting. Our valuation business has developed proprietary systems for data management, analysis
and valuation report preparation, which we believe provide us with an advantage over our competitors. We believe
that our valuation business is one of the largest in the commercial real estate industry. During 2018, we completed
over 78,000 valuation, appraisal and advisory assignments in the Americas.
Occupier Outsourcing Services
We provide a broad suite of services to occupiers of real estate, including facilities management, project
management, transaction management and management consulting. We report facilities and project management as
well as management consulting activities in our occupier outsourcing revenue line and transaction management in
our lease and sales revenue lines.
We believe the outsourcing of commercial real estate services is a long-term trend in our industry, with
occupiers, such as corporations, health care providers and others, achieving better execution and improved
efficiency by relying on the expertise of third-party real estate specialists.
We typically enter into multi-year, often multi-service, outsourcing contracts with our clients and also provide
services on a one-off assignment or a short-term contract basis. Facilities management involves the day-to-day
management of client-occupied space and includes headquarter buildings, regional offices, administrative offices,
data centers and other critical facilities, manufacturing and laboratory facilities, distribution facilities and retail
space. Contracts for facilities management services are often structured so that we are reimbursed for client-
dedicated personnel costs and subcontracted vendor costs as well as associated overhead expenses plus a monthly
fee, and in some cases, annual incentives tied to agreed-upon performance targets, with any penalties typically
capped. In addition, we have contracts for facilities management services based on fixed fees or guaranteed
maximum prices. Fixed fee contracts are typically structured where an agreed upon scope of work is delivered for a
fixed price while guaranteed maximum price contracts are structured with an agreed upon scope of work that will be
provided to the client for a not to exceed price. Project management services are typically provided on a portfolio-
wide or programmatic basis. Revenues from project management services generally include fixed management fees,
variable fees and incentive fees if certain agreed-upon performance targets are met. Revenues from project
management may also include reimbursement of payroll and related costs for personnel providing the services and
subcontracted vendor costs.
Property Management Services
We provide property management services on a contractual basis for owners of and investors in office,
industrial and retail properties. These services include construction management, marketing, building engineering,
accounting and financial services.
We are compensated for our services through a monthly management fee earned based on either a specified
percentage of the monthly rental income, rental receipts generated from the property under management or a fixed
fee. We are also often reimbursed for our administrative and payroll costs directly attributable to the properties
under management. Our management agreements with our property management services clients may be terminated
by either party with notice generally ranging between 30 to 90 days; however, we have developed long-term
relationships with many of these clients and the typical contract continues for multiple years. We believe our
contractual relationships with these clients put us in an advantageous position to provide other services to them,
including leasing, refinancing, disposition and appraisal.
3
Europe, Middle East and Africa (EMEA)
Our Europe, Middle East and Africa, or EMEA, reporting segment serves clients in over 70 countries. The
largest operations are located in Belgium, France, Germany, Ireland, Italy, The Netherlands, Spain, Switzerland and
the United Kingdom. We generally provide a full range of services concentrated on the commercial property sector
in this segment. Within EMEA, our services are organized along similar lines as in the Americas, including leasing,
property sales, valuation services, asset management services and occupier outsourcing, among others.
In several countries in EMEA, we have contractual relationships with independent affiliates that provide
commercial real estate services under our brand name. Our agreements include licenses that allow these independent
affiliates to use the “CBRE” name in the relevant territory in return for payments of annual or quarterly royalty fees
to us. In addition, these agreements typically provide for the cross-referral of business between us and our affiliates.
Revenue from affiliates totaled less than 1% of total revenue in our EMEA segment in 2018.
Asia Pacific
Our Asia Pacific reporting segment serves clients in over 20 countries. Our largest operations in Asia are
located in Greater China, India, Japan, Singapore and Thailand. The Pacific region includes Australia and New
Zealand. We generally provide a full range of commercial real estate services in this segment, similar to the services
provided by our Americas and EMEA segments. We also provide services to the residential property sector,
primarily in the Pacific region.
In several countries in Asia, we have contractual agreements with independent affiliates that generate royalty
fees and support cross-referral arrangements similar to our EMEA segment. Revenue from affiliates totaled less than
1% of total revenue in our Asia Pacific segment in 2018.
Global Investment Management
Operations in our Global Investment Management reporting segment are conducted through our indirect
wholly-owned subsidiary CBRE Global Investors, LLC and its global affiliates, which we also refer to as CBRE
Global Investors. CBRE Global Investors provides investment management services to pension funds, insurance
companies, sovereign wealth funds, foundations, endowments and other institutional investors seeking to generate
returns and diversification through investment in real estate. We sponsor investment programs that span the
risk/return spectrum in: North America, Europe, Asia and Australia. In some strategies, CBRE Global Investors and
its investment teams co-invest with its limited partners.
CBRE Global Investors’ offerings are organized into four primary categories: (1) direct real estate investments
through sponsored funds; (2) direct real estate investments through separate accounts; (3) indirect real estate and
infrastructure investments through listed securities; and (4) indirect real estate, infrastructure and private equity
investments through multi-manager investment programs.
Assets under management, or AUM, totaled $105.5 billion at December 31, 2018 as compared to $103.2
billion at December 31, 2017. In local currency, AUM for 2018 was up $5.1 billion, but this increase was reduced
by $2.8 billion of unfavorable foreign currency movement.
Development Services
Operations in our Development Services reporting segment are conducted through our indirect wholly-owned
subsidiary Trammell Crow Company, LLC, which we also refer to as Trammell Crow Company, and certain of its
subsidiaries, providing development services in the United States to users of and investors in commercial real estate,
as well as for its own account. Trammell Crow Company pursues opportunistic, risk-mitigated development and
investment in commercial real estate across a wide spectrum of property types, including: industrial, office and retail
properties; healthcare facilities of all types (medical office buildings, hospitals and ambulatory surgery centers); and
residential/mixed-use projects.
4
Trammell Crow Company pursues development and investment activity on behalf of its clients on a fee basis
with no, or limited, ownership interest in a property, in partnership with its clients through co-investment – either on
an individual project basis or through programs with certain strategic capital partners or for its own account with
100% ownership. Development services activity in which Trammell Crow Company has an ownership interest is
conducted through subsidiaries that are consolidated or unconsolidated for financial reporting purposes, depending
primarily on the extent and nature of our ownership interest.
At December 31, 2018, Trammell Crow Company had $9.0 billion of development projects in process.
Additionally, the inventory of pipeline deals (prospective projects we believe have a greater than 50% chance of
closing or where land has been acquired and the projected construction start date is more than twelve months out)
totaled $3.7 billion at December 31, 2018.
Competition
We compete across a variety of business lines within the commercial real estate industry, including property
management, facilities management, project and transaction management, tenant and landlord leasing, capital
markets solutions (property sales, commercial mortgage origination and structured finance) real estate investment
management, valuation, loan servicing, development services and proprietary research. Each business line is highly
competitive on an international, national, regional and local level. Although we are the largest commercial real
estate services firm in the world in terms of 2018 revenue, our relative competitive position varies significantly
across geographic markets, property types and services. We face competition from other commercial real estate
service providers that compete with us on a global, national, regional or local basis or within a market segment;
companies that traditionally competed in limited portions of our facilities management business and have expanded
their outsourcing offerings from time to time; in-house corporate real estate departments and property
owners/developers that self-perform real estate services; investment banking firms, investment managers and
developers that compete with us to raise and place investment capital; and accounting/consulting firms that advise
on real estate strategies. Some of these firms may have greater financial resources than we do.
Despite recent consolidation, the commercial real estate services industry remains highly fragmented and
competitive. Although many of our competitors are substantially smaller than we are, some of them are larger on a
regional or local basis or have a stronger position in a specific market segment or service offering. Among our
primary competitors are other large national and global firms, such as Jones Lang LaSalle Incorporated, or JLL,
Cushman & Wakefield, Colliers International Group, Inc., Savills plc and Newmark Group, Inc.; market-segment
specialists, such as Eastdil Secured, HFF, L.P., Marcus & Millichap, Inc. and Walker & Dunlop; and firms with
business lines that compete with our occupier outsourcing business, such as ISS, and Sodexo. In addition, in recent
years, providers of co-working space, such as WeWork, IWG/Regus, Industrious and Knotel, have offered services
directly to occupiers, providing competition, particularly for smaller space requirements. These co-working
providers also compete with our new flex-space subsidiary, CBRE Hana, which we announced in late 2018.
Seasonality
A significant portion of our revenue is seasonal, which an investor should keep in mind when comparing our
financial condition and results of operations on a quarter-by-quarter basis. Historically, our revenue, operating
income, net income and cash flow from operating activities tend to be lowest in the first quarter, and highest in the
fourth quarter of each year. Revenue, earnings and cash flow have generally been concentrated in the fourth calendar
quarter due to the focus on completing sales, financing and leasing transactions prior to year-end.
Employees
At December 31, 2018, excluding our independent affiliates, we had more than 90,000 employees worldwide,
approximately 37% of whose costs are fully reimbursed by clients and are mostly in our Occupier Outsourcing and
Property Management lines of business. At December 31, 2018, approximately 9% of our employees worldwide
were subject to collective bargaining agreements.
5
Intellectual Property
We regard our intellectual property as an important part of our business. We hold various trademarks and
trade names worldwide, which include the “CBRE” name. Although we believe our intellectual property plays a role
in maintaining our competitive position in a number of the markets that we serve, we do not believe we would be
materially, adversely affected by the expiration or termination of our trademarks or trade names or the loss of any of
our other intellectual property rights other than the “CBRE” and “Trammell Crow Company” names. We maintain
trademark registrations for the CBRE service mark in jurisdictions where we conduct significant business.
We hold a license to use the “Trammell Crow Company” trade name pursuant to a license agreement with
CF98, L.P., an affiliate of Crow Realty Investors, L.P., d/b/a Crow Holdings, which may be revoked if we fail to
satisfy usage and quality control covenants under the license agreement.
In addition to trademarks and trade names, we have acquired and developed proprietary technologies for the
provision of complex services and analysis. We have a number of pending patent applications relating to these
proprietary technologies. We will continue to file additional patent applications on new inventions, as appropriate,
demonstrating our commitment to technology and innovation. We also offer proprietary research to clients through
our CBRE Research and CBRE Econometric Advisors commercial real estate market information and forecasting
groups and we offer proprietary investment analysis and structures through our CBRE Global Investors business.
Environmental Matters
Federal, state and local laws and regulations in the countries in which we do business impose environmental
liabilities, controls, disclosure rules and zoning restrictions that affect the ownership, management, development,
use or sale of commercial real estate. Certain of these laws and regulations may impose liability on current or
previous real property owners or operators for the cost of investigating, cleaning up or removing contamination
caused by hazardous or toxic substances at a property, including contamination resulting from above-ground or
underground storage tanks or the presence of asbestos or lead at a property. If contamination occurs or is present
during our role as a property or facility manager or developer, we could be held liable for such costs as a current
“operator” of a property, regardless of the legality of the acts or omissions that caused the contamination and
without regard to whether we knew of, or were responsible for, the presence of such hazardous or toxic substances.
The operator of a site also may be liable under common law to third parties for damages and injuries resulting from
exposure to hazardous substances or environmental contamination at a site, including liabilities arising from
exposure to asbestos-containing materials. Under certain laws and common law principles, any failure by us to
disclose environmental contamination at a property could subject us to liability to a buyer or lessee of the property.
Further, federal, state and local governments in the countries in which we do business have enacted various laws,
regulations and treaties governing environmental and climate change, particularly for “greenhouse gases,” which
seek to tax, penalize or limit their release. Such regulations could lead to increased operational or compliance costs
over time.
While we are aware of the presence or the potential presence of regulated substances in the soil or
groundwater at or near several properties owned, operated or managed by us that may have resulted from historical
or ongoing activities on those properties, we are not aware of any material noncompliance with the environmental
laws or regulations currently applicable to us, and we are not the subject of any material claim for liability with
respect to contamination at any location. However, these laws and regulations may discourage sales and leasing
activities and mortgage lending with respect to some properties, which may adversely affect both the commercial
real estate services industry in general and us. Environmental contamination or other environmental liabilities may
also negatively affect the value of commercial real estate assets held by entities that are managed by our Global
Investment Management and Development Services businesses, which could adversely affect the results of
operations of these business lines.
Available Information
Our website is www.cbre.com. We use our website as a channel of distribution for company information, and
financial and other material information regarding our company is routinely posted and accessible on our website.
6
On the Investor Relations section of our website, we post the following filings as soon as reasonably
practicable after they are electronically filed with or furnished to the Securities and Exchange Commission, or the
SEC: our Annual Report on Form 10-K, or Annual Report, our Proxy Statement on Schedule 14A, our Quarterly
Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We
also make available through our website other reports filed with or furnished to the SEC under the Exchange Act,
including reports filed by our officers and directors under Section 16(a) of the Exchange Act.
All of the information on our Investor Relations web page is available to be viewed free of charge.
Information contained on our website is not part of this Annual Report or our other filings with the SEC. We assume
no obligation to update or revise any forward-looking statements in this Annual Report whether as a result of new
information, future events or otherwise, unless we are required to do so by law.
The SEC also maintains a website (www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC.
Item 1A. Risk Factors
Set forth below and elsewhere in this report and in other documents we file with the SEC are risks and
uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-
looking statements contained in this report and other public statements we make. Based on the information currently
known to us, we believe that the matters discussed below identify the material risk factors affecting our
business. However, the risks and uncertainties we face are not limited to those described below. Additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial (but that later become material)
may also adversely affect our business.
The success of our business is significantly related to general economic conditions and, accordingly, our
business, operations and financial condition could be adversely affected by economic slowdowns, liquidity
pressure, fiscal or political uncertainty and possible subsequent declines in commercial real estate asset values,
property sales and leasing activities in one or more of the geographies or industry sectors that we or our clients
serve.
Periods of economic weakness or recession, significantly rising interest rates, fiscal or political uncertainty,
market volatility, declining employment levels, declining demand for commercial real estate, falling real estate
values, disruption to the global capital or credit markets or the public perception that any of these events may occur,
may negatively affect the performance of some or all of our business lines.
Our business is significantly affected by generally prevailing economic conditions in the markets where we
principally operate, which can result in a general decline in real estate acquisition, disposition and leasing activity,
as well as a general decline in the value of commercial real estate and in rents, which in turn reduces revenue from
property management fees and commissions derived from property sales, leasing, valuation and financing, as well as
revenues associated with development or investment management activities. Our businesses could also suffer from
political or economic disruptions (or the perception that such disruptions may occur) that affect interest rates or
liquidity or create financial, market or regulatory uncertainty. For example, uncertainty with respect to the political
and economic impact of the United Kingdom’s announced departure from the European Union and the continued
negotiations related thereto has caused and may continue to cause market volatility and currency fluctuations and
adversely impact our clients’ and consumers’ confidence, which may result in a deterioration in our U.K. and other
European businesses if leasing and investing activity slows down. Furthermore, if such withdrawal from the
European Union has an adverse economic impact on the United Kingdom, our U.K. operations may experience a
prolonged period of decreased sales and leasing activity.
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Adverse economic conditions or political or regulatory uncertainty could also lead to a decline in property
sales prices as well as a decline in funds invested in existing commercial real estate assets and properties planned for
development, which in turn could reduce the commissions and fees that we earn. In particular, the performance of
commercial real estate assets located in the United Kingdom and access to funds from investors located in the
United Kingdom may be adversely impacted by any weakness in the British economy following withdrawal from
the European Union or the perception that such weakness may occur. In addition, our development and investment
strategy often entails making co-investments alongside our investor clients. During an economic downturn, capital
for our investment activities is usually constrained and it may take longer for us to dispose of real estate investments
or selling prices may be lower than originally anticipated. As a result, the value of our commercial real estate
investments may be reduced, and we could realize losses or diminished profitability. In addition, economic
downturns may reduce the amount of loan originations and related servicing by our Capital Markets business.
The performance of our Property Management business depends upon how well the properties we manage
perform. This is because our fees are generally based on a percentage of rent collections from these properties. Rent
collections may be affected by many factors, including: (1) real estate and financial market conditions prevailing
generally and locally; (2) our ability to attract and retain creditworthy tenants, particularly during economic
downturns; and (3) the magnitude of defaults by tenants under their respective leases, which may increase during
distressed economic conditions.
In continental Europe and Asia Pacific, the economies in certain countries where we operate can be fragile,
which may adversely affect our financial performance.
Economic, political and regulatory uncertainty as well as significant changes and volatility in the financial
markets and business environment, and in the global landscape, make it increasingly difficult for us to predict our
financial performance into the future. As a result, any guidance or outlook that we provide on our performance is
based on then-current conditions, and there is a risk that such guidance may turn out to be inaccurate.
Adverse developments in the credit markets may harm our business, results of operations and financial condition.
Our Global Investment Management, Development Services and Capital Markets (including property sales
and mortgage and structured financing services) businesses are sensitive to credit cost and availability as well as
marketplace liquidity. Additionally, the revenues in all of our businesses are dependent to some extent on the overall
volume of activity (and pricing) in the commercial real estate market.
Disruptions in the credit markets may adversely affect our business of providing advisory services to owners,
investors and occupiers of real estate in connection with the leasing, disposition and acquisition of property. If our
clients are unable to procure credit on favorable terms, there may be fewer completed leasing transactions,
dispositions and acquisitions of property. In addition, if purchasers of commercial real estate are not able to procure
favorable financing, resulting in the lack of disposition and acquisition opportunities for our funds and projects, our
Global Investment Management and Development Services businesses may be unable to generate incentive fees, and
we may also experience losses of co-invested equity capital if the disruption causes a permanent decline in the value
of investments made.
Our operations are subject to social, political and economic risks in foreign countries as well as foreign currency
volatility.
We conduct a significant portion of our business and employ a substantial number of people outside of the
United States and as a result, we are subject to risks associated with doing business globally. During 2018,
approximately 43% of our revenue was transacted in foreign currencies, the majority of which included the
Australian dollar, Brazilian real, British pound sterling, Canadian dollar, Chinese yuan, Czech koruna, Danish krone,
euro, Hong Kong dollar, Indian rupee, Israeli shekel, Japanese yen, Korean won, Mexican peso, New Zealand
dollar, Polish zloty, Singapore dollar, Swedish krona, Swiss franc and Thai baht. Fluctuations in foreign currency
exchange rates may result in corresponding fluctuations in our assets under management for our Global Investment
Management business, revenue and earnings. Over time, fluctuations in the value of the U.S. dollar relative to the
other currencies in which we may generate earnings could adversely affect our business, financial condition and
operating results. Due to the constantly changing currency exposures to which we are subject and the volatility of
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currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. For
example, uncertainty with respect to the political and economic impact of the United Kingdom’s announced
withdrawal from the European Union has caused and may continue to cause additional volatility in international
currency markets and any long-term adverse economic consequences of such withdrawal may create additional
volatility in the international currency markets. In addition, fluctuations in currencies relative to the U.S. dollar may
make it more difficult to perform period-to-period comparisons of our reported results of operations.
In addition to exposure to foreign currency fluctuations, our international operations expose us to international
economic trends as well as foreign governmental policy measures. Additional circumstances and developments
related to international operations that could negatively affect our business, financial condition or results of
operations include, but are not limited to, the following factors:
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difficulties and costs of staffing and managing international operations among diverse geographies,
languages and cultures;
currency restrictions, transfer pricing regulations and adverse tax consequences, which may affect our
ability to transfer capital and profits;
adverse changes in regulatory or tax requirements and regimes or uncertainty about the application of or
the future of such regulatory or tax requirements and regimes;
the responsibility of complying with numerous, potentially conflicting and frequently complex and
changing laws in multiple jurisdictions, e.g., with respect to data protection, privacy regulations, corrupt
practices, embargoes, trade sanctions, employment and licensing;
the impact of regional or country-specific business cycles and economic instability;
greater difficulty in collecting accounts receivable in some geographic regions such as Asia, where
many countries have underdeveloped insolvency laws;
a tendency for clients to delay payments in some European and Asian countries;
political and economic instability in certain countries;
foreign ownership restrictions with respect to operations in certain countries, particularly in Asia Pacific
and the Middle East, or the risk that such restrictions will be adopted in the future; and
changes in laws or policies governing foreign trade or investment and use of foreign operations or
workers, and any negative sentiments towards multinational companies as a result of any such changes
to laws or policies or due to trends such as political populism and economic nationalism.
We maintain anti-corruption and anti-money-laundering compliance programs and programs designed to
enable us to comply with applicable government economic sanctions, embargoes and other import/export controls
throughout the company. However, coordinating our activities to deal with the broad range of complex legal and
regulatory environments in which we operate presents significant challenges. We may not be successful in
complying with regulations in all situations and violations may result in criminal or civil sanctions, including
material monetary fines, penalties, equitable remedies (including disgorgement), and other costs against us or our
employees, and may have a material adverse effect on our reputation and business.
We have committed additional resources to expand our worldwide sales and marketing activities, to globalize
our service offerings and products in select markets and to develop local sales and support channels. If we are
unable to successfully implement these plans, maintain adequate long-term strategies that successfully manage the
risks associated with our global business or adequately manage operational fluctuations, our business, financial
condition or results of operations could be harmed. In addition, we have penetrated, and seek to continue to enter
into, emerging markets to further expand our global platform. However, we may not be successful in effectively
evaluating and monitoring the key business, operational, legal and compliance risks specific to those markets. The
political and cultural risks present in emerging countries could also harm our ability to successfully execute our
operations or manage our businesses there.
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Our success depends upon the retention of our senior management, as well as our ability to attract and retain
qualified and experienced employees.
Our continued success is highly dependent upon the efforts of our executive officers and other key employees,
including Robert E. Sulentic, our President and Chief Executive Officer. While certain of our executive officers and
key employees are subject to long-term compensatory arrangements from time to time, which include retention
incentives and various restrictive covenants, there can be no assurance that we will be able to retain all key members
of our senior management. We also are highly dependent upon the retention of our property sales and leasing
professionals, who generate a significant amount of our revenues, as well as other revenue producing professionals.
The departure of any of our key employees, or the loss of a significant number of key revenue producers, if we are
unable to quickly hire and integrate qualified replacements, could cause our business, financial condition and results
of operations to suffer. Competition for these personnel is significant and we may not be able to successfully recruit,
integrate or retain sufficiently qualified personnel. In addition, the growth of our business is largely dependent upon
our ability to attract and retain qualified support personnel in all areas of our business. We use equity incentives and
sign-on and retention bonuses to help attract, retain and incentivize key personnel. As competition is significant for
the services of such personnel, the expense of such incentives and bonuses may increase and we may be unable to
attract or retain such personnel to the same extent that we have in the past. Any significant decline in, or failure to
grow, our stock price may result in an increased risk of loss of these key personnel. Furthermore, stockholder
influence on our compensation practices, including our ability to issue equity compensation, may decrease our
ability to offer attractive compensation to key personnel and make recruiting, retaining and incentivizing such
personnel more difficult. If we are unable to attract and retain these qualified personnel, our growth may be limited
and our business and operating results could suffer.
We have numerous local, regional and global competitors across all of our business lines and the geographies
that we serve, and further industry consolidation, fragmentation or innovation could lead to significant future
competition.
We compete across a variety of business disciplines within the commercial real estate services and investment
industry, including property management, facilities management, project and transaction management, tenant and
landlord leasing, capital markets solutions (property sales, commercial mortgage origination and structured finance),
flexible space solutions, real estate investment management, valuation, loan servicing, development services and
proprietary research. Although we are the largest commercial real estate services firm in the world in terms of 2018
revenue, our relative competitive position varies significantly across geographies, property types and services and
business lines.
Depending on the geography, property type or service or business line, we face competition from other
commercial real estate services providers and investment firms, including outsourcing companies that traditionally
competed in limited portions of our facilities management business and have expanded their offerings from time to
time, in-house corporate real estate departments, developers, flexible space providers, institutional lenders, insurance
companies, investment banking firms, investment managers and accounting and consulting firms. Some of these
firms may have greater financial resources allocated to a particular geography, property type or service or business
line than we have allocated to that geography, property type, service or business line. In addition, future changes in
laws could lead to the entry of other new competitors, such as financial institutions.
Although many of our existing competitors are local or regional firms that are smaller than we are, some of
these competitors are larger on a local or regional basis. We are further subject to competition from large national
and multi-national firms that have similar service and investment competencies to ours, and it is possible that further
industry consolidation could lead to much larger and more formidable competitors globally or in the particular
geographies, property types, service or business lines that we serve. In addition, disruptive innovation by existing or
new competitors could alter the competitive landscape in the future and require us to accurately identify and assess
such changes and make timely and effective changes to our strategies and business model to compete effectively.
Furthermore, we are substantially dependent on long-term client relationships and on revenue received for services
under various service agreements. Many of these agreements may be canceled by the client for any reason with as
little as 30 to 60 days’ notice, as is typical in the industry.
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In this competitive market, if we are unable to maintain long-term client relationships or are otherwise unable
to retain existing clients and develop new clients, our business, results of operations and/or financial condition may
be materially adversely affected. There is no assurance that we will be able to compete effectively, to maintain
current fee levels or margins, or maintain or increase our market share.
Our growth has benefited significantly from acquisitions, which may not perform as expected and similar
opportunities may not be available in the future.
A significant component of our growth over time has been generated by acquisitions. Any future growth
through acquisitions will depend in part upon the continued availability of suitable acquisition candidates at
favorable prices and upon advantageous terms and conditions, which may not be available to us, as well as sufficient
liquidity and credit to fund these acquisitions. We may incur significant additional debt from time to time to finance
any such acquisitions, subject to the restrictions contained in the documents governing our then-existing
indebtedness. If we incur additional debt, the risks associated with our leverage, including our ability to service our
then-existing debt, would increase. Acquisitions involve risks that business judgments concerning the value,
strengths and weaknesses of businesses acquired may prove incorrect. Future acquisitions and any necessary related
financings also may involve significant transaction-related expenses, which include severance, lease termination,
transaction and deferred financing costs, among others.
We have had, and may continue to experience, challenges in integrating operations and information
technology systems acquired from other companies. This could result in the diversion of management’s attention
from other business concerns and the potential loss of our key employees or clients or those of the acquired
operations. The integration process itself may be disruptive to our business and the acquired company’s businesses
as it requires coordination of geographically diverse organizations and implementation of new accounting and
information technology systems. We believe that most acquisitions will initially have an adverse impact on
operating and net income. Acquisitions also frequently involve significant costs related to integrating information
technology and accounting and management services.
We complete acquisitions with the expectation that they will result in various benefits, including enhanced or
more stable revenues, a strengthened market position, cross-selling opportunities, cost synergies, tax benefits and
accretion to our adjusted net income per share. Achieving the anticipated benefits of these acquisitions is subject to a
number of uncertainties, including the realization of accretive benefits in the timeframe anticipated, whether we will
experience greater-than-expected attrition from professionals licensed or associated with the acquired companies
and whether we can successfully integrate the acquired business. Failure to achieve these anticipated benefits could
result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and
energy, which could in turn materially and adversely affect our overall business, financial condition and operating
results.
If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve
our business objectives.
Our size and scale present significant management and organizational challenges. It might become
increasingly difficult to maintain effective standards across a large enterprise and effectively institutionalize our
knowledge. It might also become more difficult to maintain our culture, effectively manage and monitor our
personnel and operations and effectively communicate our core values, policies and procedures, strategies and goals,
particularly given our world-wide operations. The size and scope of our operations increase the possibility that we
will have employees who engage in unlawful or fraudulent activity, or otherwise expose us to business or
reputational risks, despite our efforts to train them and maintain controls to prevent such instances. For example,
employee misconduct could involve inappropriate behavior directed at an individual’s gender, appearance, ethnicity
or religious beliefs, asking for a personal payment in exchange for awarding a company contract, accepting or giving
inappropriate or excessive gifts, or misappropriating property or confidential or proprietary information or
technology belonging to the company, our clients or third parties. If we are not successful in continuing to develop
and implement the processes and tools designed to manage our enterprise and instill our culture and core values into
all of our employees, our reputation and ability to compete successfully and achieve our business objectives could
be impaired. In addition, from time to time, we have made, and may continue to make, changes to our operating
model, including how we are organized, as the needs and size of our business change. If we do not successfully
implement any such changes, our business and results of operation may be negatively impacted.
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Our brand and reputation are key assets of our company, and our business may be affected by how we are
perceived in the marketplace.
Our brand and reputation are key assets of our business, and we believe our continued success depends on our
ability to preserve, grow and leverage the value of our brand. Our ability to attract and retain clients is highly
dependent upon the external perceptions of our level of service, trustworthiness, business practices, management,
workplace culture, financial condition, our response to unexpected events and other subjective qualities. Negative
perceptions or publicity regarding these matters, even if related to seemingly isolated incidents and whether or not
factually correct, could erode trust and confidence and damage our reputation among existing and potential clients,
which could make it difficult for us to attract new clients and maintain existing ones. Negative public opinion could
result from actual or alleged conduct in any number of activities or circumstances, including handling of client or
employee complaints, regulatory compliance, such as compliance with applicable sanctions, the Foreign Corrupt
Practices Act (FCPA), the U.K. Bribery Act and other antibribery, anti-money laundering and corruption laws, the
use and protection of client and other sensitive information and from actions taken by regulators, the media,
activists, competitors or others in response to such conduct. Negative publicity or claims about us on social media
channels can also cause rapid, widespread reputational harm to our brand.
Our brand and reputation may also be harmed by actions taken by third parties that are outside our control. For
example, any shortcoming or controversy related to a third-party vendor may be attributed to us, thus damaging our
reputation and brand value and increasing the attractiveness of our competitors’ services. Also, business decisions or
other actions or omissions of our joint venture partners may adversely affect the value of our investments, result in
litigation or regulatory action against us and otherwise damage our reputation and brand. Adverse developments
with respect to our industry may also, by association, negatively impact our reputation, or result in greater regulatory
or legislative scrutiny or litigation against us. Furthermore, as a company with headquarters and operations located
in the United States, a negative perception of the United States arising from its political or other positions could
harm the perception of our company and our brand. Although we monitor developments for areas of potential risk to
our reputation and brand, negative perceptions or publicity would materially and adversely affect our revenues and
profitability.
The protection of our brand, including related trademarks, may require the expenditure of significant financial
and operational resources. Moreover, the steps we take to protect our brand may not adequately protect our rights or
prevent third parties from infringing or misappropriating our trademarks. Even when we detect infringement or
misappropriation of our trademarks, we may not be able to enforce all such trademarks. Any unauthorized use by
third parties of our brand may adversely affect our brand. Furthermore, as we continue to expand our business,
especially internationally, there is a risk we may face claims of infringement or other alleged violations of third-
party intellectual property rights, which may restrict us from leveraging our brand in a manner consistent with our
business goals.
Our joint venture activities and affiliate program involve unique risks that are often outside of our control and
that, if realized, could harm our business.
We have utilized joint ventures for commercial investments, select local brokerage and other affiliations both
in the United States and internationally, and we may acquire interests in other joint ventures in the future. Under our
affiliate program, we enter into contractual relationships with local brokerage, property management or other
operations pursuant to which we license to that operation our name and make available certain of our resources, in
exchange for a royalty or economic participation in that operation’s revenue, profits or transactional activity. In
many of these joint ventures and affiliations, we may not have the right or power to direct the management and
policies of the joint ventures or affiliates, and other participants or operators of affiliates may take action contrary to
our instructions or requests and against our policies and objectives. In addition, the other participants and operators
may become bankrupt or have economic or other business interests or goals that are inconsistent with ours. If a joint
venture participant or affiliate acts contrary to our interest, it could harm our brand, business, results of operations
and financial condition.
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Our real estate investment and co-investment activities in our Global Investment Management as well as
Development Services businesses subject us to real estate investment risks which could cause fluctuations in our
earnings and cash flow.
An important part of the strategy for our Global Investment Management business involves co-investing our
capital in certain real estate investments with our clients, and there is an inherent risk of loss of our investments. As
of December 31, 2018, we had committed $53.7 million to fund future co-investments in our Global Investment
Management business, approximately $24.3 million of which is expected to be funded during 2019. In addition to
required future capital contributions, some of the co-investment entities may request additional capital from us and
our subsidiaries holding investments in those assets. The failure to provide these contributions could have adverse
consequences to our interests in these investments, including damage to our reputation with our co-investment
partners and clients, as well as the necessity of obtaining alternative funding from other sources that may be on
disadvantageous terms for us and the other co-investors. Participating as a co-investor is an important part of our
Global Investment Management business, which might suffer if we were unable to make these investments.
Selective investment in real estate projects is an important part of our Development Services business strategy,
and there is an inherent risk of loss of our investments. As of December 31, 2018, we had seven real estate projects
consolidated in our financial statements. In addition, as of December 31, 2018, we were involved as a principal (in
most cases, co-investing with our clients) in approximately 65 unconsolidated real estate subsidiaries with invested
equity of $93.3 million and had committed additional capital to these unconsolidated subsidiaries of $34.7 million.
As of December 31, 2018, we also guaranteed outstanding notes payable of these unconsolidated subsidiaries with
outstanding balances of $8.4 million.
During the ordinary course of our Development Services business, we provide numerous completion and
budget guarantees requiring us to complete the relevant project within a specified timeframe and/or within a
specified budget, with us potentially being liable for costs to complete in excess of such timeframe or budget. While
we generally have “guaranteed maximum price” contracts with reputable general contractors with respect to projects
for which we provide these guarantees (which are intended to pass most of the risk to such contractors), there can be
no assurance that we will not have to perform under any such guarantees. If we are required to perform under a
significant number of such guarantees, it could harm our business, results of operations and financial condition.
Because the disposition of a single significant investment can affect our financial performance in any period,
our real estate investment activities could cause fluctuations in our net earnings and cash flow. In many cases, we
have limited control over the timing of the disposition of these investments and the recognition of any related gain or
loss, or incentive participation fee.
Poor performance of the investment programs that our Global Investment Management business manages would
cause a decline in our revenue, net income and cash flow and could adversely affect our ability to raise capital
for future programs.
The revenue, net income and cash flow generated by our Global Investment Management business can be
volatile period over period, primarily due to the fact that management, transaction and incentive fees can vary as a
result of market movements from one period to another. In the event that any of the investment programs that our
Global Investment Management business manages were to perform poorly, our revenue, net income and cash flow
could decline because the value of the assets we manage would decrease, which would result in a reduction in some
of our management fees, and our investment returns would decrease, resulting in a reduction in the incentive
compensation we earn. Moreover, we could experience losses on co-investments of our own capital in such
programs as a result of poor performance. Investors and potential investors in our programs continually assess our
performance, and our ability to raise capital for existing and future programs and maintaining our current fee
structure will depend on our continued satisfactory performance.
Our debt instruments impose operating and financial restrictions on us, and in the event of a default, all of our
borrowings would become immediately due and payable.
We have debt and related debt service obligations. As of December 31, 2018, our total debt, excluding notes
payable on real estate (which are generally nonrecourse to us) and warehouse lines of credit (which are recourse
only to our wholly-owned subsidiary, CBRE Capital Markets, and are secured by our related warehouse
receivables), was $1.8 billion. For the year ended December 31, 2018, our interest expense was $107.3 million.
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Our debt instruments impose, and the terms of any future debt may impose, operating and other restrictions on
us and many of our subsidiaries. These restrictions affect, and in many respects limit or prohibit, our ability to:
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plan for or react to market conditions;
meet capital needs or otherwise restrict our activities or business plans; and
finance ongoing operations, strategic acquisitions, investments or other capital needs or to engage in
other business activities that would be in our interest, including:
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incurring or guaranteeing additional indebtedness;
entering into consolidations and mergers;
creating liens; and
entering into sale/leaseback transactions.
Our credit agreement requires us to maintain a minimum interest coverage ratio of consolidated EBITDA (as
defined in the credit agreement) to consolidated interest expense (as defined in the credit agreement) of 2.00x and a
maximum leverage ratio of total debt (as defined in the credit agreement) less available cash (as defined in the credit
agreement) to consolidated EBITDA of 4.25x (and, in the case of the first four full fiscal quarters following the
consummation of a qualified acquisition (as defined in the credit agreement), 4.75x) as of the end of each fiscal
quarter. On this basis, our coverage ratio of consolidated EBITDA to consolidated interest expense was 20.61x for
the year ended December 31, 2018, and our leverage ratio of total debt less available cash to consolidated EBITDA
was 0.61x as of December 31, 2018. Our ability to meet these financial ratios can be affected by events beyond our
control, and we cannot give assurance that we will be able to meet those ratios when required. We continue to
monitor our projected compliance with these financial ratios and other terms of our credit agreement.
A breach of any of these restrictive covenants or the inability to comply with the required financial ratios
could result in a default under our debt instruments. If any such default occurs, the lenders under our credit
agreement may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be
immediately due and payable. The lenders under our credit agreement also have the right in these circumstances to
terminate any commitments they have to provide further borrowings. In addition, a default under our credit
agreement could trigger a cross default or cross acceleration under our other debt instruments.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to
stop compelling banks to submit rates for calculation of LIBOR after 2021. The Alternative Reference Rates
Committee (ARRC) has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents best
practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently
indexed to USD-LIBOR. The ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and
organizations are currently working on industry wide and company specific transition plans as it relates to
derivatives and cash markets exposed to USD-LIBOR. We have debt instruments (including our credit agreement)
that are indexed to USD-LIBOR and are monitoring this activity and evaluating the related risks.
We have limited restrictions on the amount of additional recourse debt we are able to incur, which may intensify
the risks associated with our leverage, including our ability to service our indebtedness. In addition, in the event
of a credit-ratings downgrade, our ability to borrow and the costs of such borrowings could be adversely affected.
Subject to the maximum amounts of indebtedness permitted by our credit agreement covenants, we are not
restricted in the amount of additional recourse debt we are able to incur, and so we may in the future incur such
indebtedness in order to finance our operations and investments. In addition, Moody’s Investors Service, Inc. and
Standard & Poor’s Ratings Services, rate our significant outstanding debt. These ratings, and any downgrades of
them, may affect our ability to borrow as well as the costs of our current and future borrowings.
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A significant portion of our revenue is seasonal, which could cause our financial results to fluctuate
significantly.
A significant portion of our revenue is seasonal. Historically, our revenue, operating income, net income and
cash flow from operating activities tend to be lowest in the first calendar quarter, and highest in the fourth calendar
quarter of each year. Earnings and cash flow have generally been concentrated in the fourth calendar quarter due to
the focus on completing sales, financing and leasing transactions prior to calendar year-end. This variance among
periods makes it difficult to compare our financial condition and results of operations on a quarter-by-quarter basis.
In addition, as a result of the seasonal nature of our business, political, economic or other unforeseen disruptions
occurring in the fourth quarter that impact our ability to close large transactions may have a disproportionate effect
on our financial condition and results of operations.
We are subject to various litigation and regulatory risks and may face financial liabilities and/or damage to our
reputation as a result of litigation or regulatory proceedings.
Our businesses are exposed to various litigation and regulatory risks. Although we maintain insurance
coverage for most of this risk, insurance coverage is unavailable at commercially reasonable pricing for certain types
of exposures. Additionally, our insurance policies may not cover us in the event of grossly negligent or intentionally
wrongful conduct. Accordingly, an adverse result in a litigation against us, or a lawsuit that results in a substantial
legal liability for us (and particularly a lawsuit that is not insured), could have a disproportionate and material
adverse effect on our business, financial condition and results of operations. Furthermore, an adverse result in
regulatory proceedings, if applicable, could result in fines or other liabilities or adversely impact our operations. In
addition, we depend on our business relationships and our reputation for high-caliber professional services to attract
and retain clients. As a result, allegations against us, or the announcement of a regulatory investigation involving us,
irrespective of the ultimate outcome of that allegation or investigation, may harm our professional reputation and as
such materially damage our business and its prospects.
The concentration of business with corporate clients can increase business risk, and our business can be
adversely affected due to the loss of certain of these clients.
We value the expansion of business relationships with individual corporate clients because of the increased
efficiency and economics that can result from developing recurring business from performing an increasingly broad
range of services for the same client. Although our client portfolio is highly diversified, as we grow our business,
relationships with certain corporate clients may increase, and our client portfolio may become increasingly
concentrated. For example, part of our strategy is to increase our revenues from existing clients which may lead to
an increase in corporate clients and therefore greater concentration of revenues. Having increasingly large and
concentrated clients also can lead to greater or more concentrated risks if, among other possibilities, any such client
(1) experiences its own financial problems; (2) becomes bankrupt or insolvent, which can lead to our failure to be
paid for services we have previously provided or funds we have previously advanced; (3) decides to reduce its
operations or its real estate facilities; (4) makes a change in its real estate strategy, such as no longer outsourcing its
real estate operations; (5) decides to change its providers of real estate services; or (6) mergers with another
corporation or otherwise undergoes a change in control, which may result in new management taking over with a
different real estate philosophy or in different relationships with other real estate providers.
Additionally, competitive conditions, particularly in connection with increasingly large clients may require us
to compromise on certain contract terms with respect to the payment of fees, the extent of risk transfer, acting as
principal rather than agent in connection with supplier relationships, liability limitations, credit terms, and other
contractual terms, or in connection with disputes or potential litigation. Where competitive pressures result in higher
levels of potential liability under our contracts, the cost of operational errors and other activities for which we have
indemnified our clients will be greater and may not be fully insured. Where we provide real estate services to firms
in the financial services industry, including banks and investment banks, we are experiencing indirectly the
increasing extent of the regulatory environment to which they are subject in the aftermath of the global financial
crisis. This increases the cost of doing business with them, which we are not always able to pass on, as a result of the
additional resources and processes we are required to provide as a critical supplier.
15
We may be subject to actual or perceived conflicts of interest.
Similar to other global services companies with different business lines and a broad client base, we may be
subject to potential actual or perceived conflicts of interests in the provision of our services. For example, conflicts
may arise from our position as broker to both owners and tenants in commercial real estate lease transactions. In
certain cases, we are also subject to fiduciary obligations to our clients. In such situations, our policies are designed
to give full disclosure and transparency to all parties as well as implement appropriate barriers on information-
sharing and other activities to ensure each party’s interests are protected; however, there can be no assurance that
our policies will be successful in every case. If we fail, or appear to fail, to identify, disclose and appropriately
address potential conflicts of interest or fiduciary obligations, there could be an adverse effect on our business or
reputation regardless of whether any such claims have merit. In addition, it is possible that in some jurisdictions,
regulations could be changed to limit our ability to act for certain parties where potential conflicts may exist even
with informed consent, which could limit our market share in those markets. There can be no assurance that
potential conflicts of interest will not adversely affect us.
Failure to maintain and execute information technology strategies and ensure that our employees adapt to
changes in technology could materially and adversely affect our ability to remain competitive in the market.
Our business relies significantly on information technology, including solutions provided by third parties, to
deliver services that meet the needs of our clients. If we are unable to effectively execute or maintain our
information technology strategies or adopt new technologies and processes relevant to our service platform, our
ability to deliver high-quality services may be materially impaired. In addition, we make significant investments in
new systems and tools to achieve competitive advantages and efficiencies. Implementation of such investments in
information technology could exceed estimated budgets and we may experience challenges that prevent new
strategies or technologies from being realized according to anticipated schedules. If we are unable to maintain
current information technology and processes or encounter delays, or fail to exploit new technologies, then the
execution of our business plans may be disrupted. Similarly, our employees require effective tools and techniques to
perform functions integral to our business. Failure to successfully provide such tools and systems, or ensure that
employees have properly adopted them, could materially and adversely impact our ability to achieve positive
business outcomes.
Failure to maintain the security of our information and technology networks, including personally identifiable
and client information, intellectual property and proprietary business information could significantly adversely
affect us.
Security breaches and other disruptions of our information and technology networks could compromise our
information and intellectual property and expose us to liability, reputational harm and significant remediation costs,
which could cause material harm to our business and financial results. In the ordinary course of our business, we
collect and store sensitive data, including our proprietary business information and intellectual property, and that of
our clients and personally identifiable information of our employees, contractors and vendors, in our data centers
and on our networks. The secure processing, maintenance and transmission of this information is critical to our
operations.
Although we continue to implement new security measures and regularly conduct employee training, our
information technology and infrastructure may nevertheless be vulnerable to cyberattacks by third parties or
breached due to employee error, malfeasance or other disruptions. An increasing number of companies that rely on
information and technology networks have disclosed breaches of their security, some of which have involved
sophisticated and highly targeted attacks on portions of their websites or infrastructure. The techniques used to
obtain unauthorized access, disable, or degrade service, or sabotage systems, change frequently, may be difficult to
detect, and often are not recognized until launched against a target. To date, we have not yet experienced any
cybersecurity breaches that have been material, either individually or in the aggregate. However, there can be no
assurance that we will be able to prevent any material events from occurring in the future.
16
We are subject to numerous laws and regulations designed to protect sensitive information, such as the
European Union’s General Data Protection Regulation (GDPR), which became effective in May 2018, various U.S.
federal and state laws governing the protection of health or other personally identifiable information and data
privacy and cybersecurity laws in other regions. These laws and regulations are increasing in complexity and
number, change frequently and increasingly conflict among the various countries in which we operate, which has
resulted in greater compliance risk and cost for us. The GDPR imposes new compliance obligations regarding the
handling of personal data and has significantly increased financial penalties for noncompliance. For example, failure
to comply with the GDPR may lead to regulatory enforcement actions, which can result in monetary penalties of up
to 4% of worldwide revenues, orders to discontinue certain data processing operations, private lawsuits or
reputational damage.
A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of client, employee
or other personally identifiable or proprietary business data, whether by third parties or as a result of employee
malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or
intellectual property or a violation of our privacy and security policies with respect to such data could result in
significant remediation and other costs, fines, litigation or regulatory actions against us. Such an event could
additionally disrupt our operations and the services we provide to clients, harm our relationships with contractors
and vendors, damage our reputation, result in the loss of a competitive advantage, impact our ability to provide
timely and accurate financial data and cause a loss of confidence in our services and financial reporting, which could
adversely affect our business, revenues, competitive position and investor confidence. Additionally, we rely on third
parties to support our information and technology networks, including cloud storage solution providers, and as a
result have less direct control over our data and information technology systems. Such third parties are also
vulnerable to security breaches and compromised security systems, for which we may not be indemnified and which
could materially adversely affect us and our reputation.
Interruption or failure of our information technology, communications systems or data services could impair our
ability to provide our services effectively, which could damage our reputation and materially harm our operating
results.
Our business requires the continued operation of information technology and communication systems and
network infrastructure. Our ability to conduct our global business may be materially adversely affected by
disruptions to these systems or our infrastructure. Our information technology and communications systems are
vulnerable to damage or disruption from fire, power loss, telecommunications failure, system malfunctions,
computer viruses, cyberattacks, natural disasters such as hurricanes, earthquakes and floods, acts of war or terrorism,
employee errors or malfeasance, or other events which are beyond our control. With respect to cyberattacks and
viruses, these pose growing threats to many companies, and we have been a target and may continue to be a target of
such threats, which could expose us to liability, reputational harm and significant remediation costs and cause
material harm to our business and financial results. In addition, the operation and maintenance of these systems and
networks is in some cases dependent on third-party technologies, systems and service providers for which there is no
certainty of uninterrupted availability. Any of these events could cause system interruption, delays and loss,
corruption or exposure of critical data or intellectual property and may also disrupt our ability to provide services to
or interact with our clients, contractors and vendors, and we may not be able to successfully implement contingency
plans that depend on communication or travel. Furthermore, while we have certain business interruption insurance
coverage and various contractual arrangements that can serve to mitigate costs, damages and liabilities, any such
event could result in substantial recovery and remediation costs and liability to customers, business partners and
other third parties. We have business continuity and disaster recovery plans and backup systems to reduce the
potentially adverse effect of such events, but our disaster recovery planning may not be sufficient and cannot
account for all eventualities, and a catastrophic event that results in the destruction or disruption of any of our data
centers or our critical business or information technology systems could severely affect our ability to conduct
normal business operations, and as a result, our future operating results could be materially adversely affected.
Our business relies heavily on the use of commercial real estate data. A portion of this data is purchased or
licensed from third-party providers for which there is no certainty of uninterrupted availability. A disruption of our
ability to provide data to our professionals and/or our clients or an inadvertent exposure of proprietary data could
damage our reputation and competitive position, and our operating results could be adversely affected.
17
Infrastructure disruptions may disrupt our ability to manage real estate for clients or may adversely affect the
value of real estate investments we make on behalf of clients.
The buildings we manage for clients, which include some of the world’s largest office properties and retail
centers, are used by numerous people daily. As a result, fires, earthquakes, floods, other natural disasters, defects
and terrorist attacks can result in significant loss of life, and, to the extent we are held to have been negligent in
connection with our management of the affected properties, we could incur significant financial liabilities and
reputational harm.
Our results of operations could be adversely affected if we are unable to maintain effective internal controls.
The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are
required to provide a report from management to our stockholders on the internal controls over financial reporting
that includes an assessment of the effectiveness of these controls. Internal controls over financial reporting has
inherent limitations, including human error, the possibility that controls could be circumvented or become
inadequate because of changed conditions, and fraud. Because of these inherent limitations, internal controls over
financial reporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute
adequate internal control over financial reporting or implement required new or improved controls that provide
reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for
external use, we could suffer harm to our reputation, incur incremental compliance costs, fail to meet our public
reporting requirements on a timely basis, be unable to properly report on our business and our results of operations,
or be required to restate our financial statements, and our results of operations, our stock price and our ability to
obtain new business could be materially adversely affected.
Our goodwill and other intangible assets could become impaired, which may require us to take significant non-
cash charges against earnings.
Under current accounting guidelines, we must assess, at least annually and potentially more frequently,
whether the value of our goodwill and other intangible assets has been impaired. Any impairment of goodwill or
other intangible assets as a result of such analysis would result in a non-cash charge against earnings, and such
charge could materially adversely affect our reported results of operations, stockholders’ equity and our stock price.
A significant and sustained decline in our future cash flows, a significant adverse change in the economic
environment, slower growth rates or if our stock price falls below our net book value per share for a sustained
period, could result in the need to perform additional impairment analysis in future periods. If we were to conclude
that a future write-down of goodwill or other intangible assets is necessary, then we would record such additional
charges, which could materially adversely affect our results of operations.
Our businesses, financial condition, results of operations and prospects could be adversely affected by new laws
or regulations or by changes in existing laws or regulations or the application thereof. If we fail to comply with
laws and regulations applicable to us, or make incorrect determinations in complex tax regimes, we may incur
significant financial penalties.
We are subject to numerous federal, state, local and non-U.S. laws and regulations specific to the services we
perform in our business. Brokerage of real estate sales and leasing transactions and the provision of property
management and valuation services require us and our employees to maintain applicable licenses in each U.S. state
and certain non-U.S. jurisdictions in which we perform these services. If we and our employees fail to maintain our
licenses or conduct these activities without a license, or violate any of the regulations covering our licenses, we may
be required to pay fines (including treble damages in certain states) or return commissions received or have our
licenses suspended or revoked. A number of our services, including the services provided by our indirect wholly-
owned subsidiaries, CBRE Capital Markets and CBRE Global Investors, are subject to regulation by the SEC,
Financial Industry Regulatory Authority, or FINRA, or other self-regulatory organizations and state securities
regulators and compliance failures or regulatory action could adversely affect our business. We could be subject to
disciplinary or other actions in the future due to claimed noncompliance with these regulations, which could have a
material adverse effect on our operations and profitability. We are also subject to laws of broader applicability, such
as tax, securities, environmental, employment laws and anti-bribery, anti-money laundering and corruption laws,
including the Fair Labor Standards Act, occupational health and safety regulations, U.S. state wage-and-hour laws,
the U.S. FCPA and the U.K. Bribery Act. Failure to comply with these requirements could result in the imposition
of significant fines by governmental authorities, awards of damages to private litigants and significant amounts paid
in legal fees or settlements of these matters.
18
As the size and scope of our business has increased significantly, both the difficulty of ensuring compliance
with numerous licensing and other regulatory requirements and the possible loss resulting from non-compliance
have increased. The global economic crisis has resulted in increased government and legislative activities, including
the introduction of new legislation and changes to rules and regulations, which we expect will continue into the
future. New or revised legislation or regulations applicable to our business, both within and outside of the United
States, as well as changes in administrations or enforcement priorities may have an adverse effect on our business,
including increasing the costs of regulatory compliance or preventing us from providing certain types of services in
certain jurisdictions or in connection with certain transactions or clients. We are unable to predict how any of these
new laws, rules, regulations and proposals will be implemented or in what form, or whether any additional or similar
changes to laws or regulations, including the interpretation or implementation thereof, will occur in the future. Any
such action could affect us in substantial and unpredictable ways and could have an adverse effect on our businesses,
financial condition, results of operations and prospects.
We also operate in many jurisdictions with complex and varied tax regimes, and are subject to different forms
of taxation resulting in a variable effective tax rate. A number of countries where we do business, including the
United States and many countries in the European Union, have implemented, and are considering implementing,
changes in relevant tax, accounting and other laws, regulations and interpretations. For example, on December 22,
2017, President Trump signed into law the “Tax Cuts and Jobs Act,” or Tax Act, that significantly reforms the
Internal Revenue Code of 1986, as amended. The Tax Act’s “base erosion and anti-abuse tax” provisions, or
regulations issued thereunder, could adversely impact our ongoing effective tax rate by imposing taxes on our
intercompany transactions and limiting our ability to deduct certain expenses. Our future effective tax rate could also
be adversely affected by earnings being lower than anticipated in countries that have lower statutory rates and higher
than anticipated in countries that have higher statutory rates, changes in the valuation of our deferred tax assets or
liabilities, or changes in tax laws, regulations or accounting principles, as well as certain discrete items. In addition,
from time to time we engage in transactions across different tax jurisdictions. Due to the different tax laws in the
many jurisdictions where we operate, we are often required to make subjective determinations. The tax authorities in
the various jurisdictions where we carry on business may not agree with the determinations that are made by us with
respect to the application of tax law. Such disagreements could result in disputes and, ultimately, in the payment of
additional funds to the government authorities in the jurisdictions where we carry on business, which could have an
adverse effect on our results of operations. In addition, changes in tax rules or the outcome of tax assessments and
audits could have an adverse effect on our results in any particular quarter.
We may be subject to environmental liability as a result of our role as a property or facility manager or developer
of real estate.
Various laws and regulations impose liability on real property owners or operators for the cost of
investigating, cleaning up or removing contamination caused by hazardous or toxic substances at a property. In our
role as a property or facility manager or developer, we could be held liable as an operator for such costs. This
liability may be imposed without regard to the legality of the original actions and without regard to whether we
knew of, or were responsible for, the presence of the hazardous or toxic substances. If we fail to disclose
environmental issues, we could also be liable to a buyer or lessee of a property. If we incur any such liability, our
business could suffer significantly as it could be difficult for us to develop or sell such properties, or borrow funds
using such properties as collateral. In the event of a substantial liability, our insurance coverage might be insufficient
to pay the full damages, or the scope of available coverage may not cover certain of these liabilities. Additionally,
liabilities incurred to comply with more stringent future environmental requirements could adversely affect any or
all of our lines of business.
Cautionary Note on Forward-Looking Statements
This Annual Report on Form 10-K, or Annual Report, includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “anticipate,” “believe,” “could,”
“should,” “propose,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and
similar terms and phrases are used in this Annual Report to identify forward-looking statements. Except for
historical information contained herein, the matters addressed in this Annual Report are forward-looking statements.
These statements relate to analyses and other information based on forecasts of future results and estimates of
amounts not yet determinable. These statements also relate to our future prospects, developments and business
strategies.
19
These forward-looking statements are made based on our management’s expectations and beliefs concerning
future events affecting us and are subject to uncertainties and factors relating to our operations and business
environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and
factors could cause our actual results to differ materially from those matters expressed in or implied by these
forward-looking statements.
The following factors are among those, but are not only those, that may cause actual results to differ
materially from the forward-looking statements:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
disruptions in general economic and business conditions, particularly in geographies where our business
may be concentrated;
volatility and disruption of the securities, capital and credit markets, interest rate increases, the cost and
availability of capital for investment in real estate, clients’ willingness to make real estate or long-term
contractual commitments and other factors affecting the value of real estate assets, inside and outside
the United States;
increases in unemployment and general slowdowns in commercial activity;
trends in pricing and risk assumption for commercial real estate services;
the effect of significant movements in average cap rates across different property types;
a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which
would affect our revenues and operating performance;
client actions to restrain project spending and reduce outsourced staffing levels;
declines in lending activity of U.S. Government Sponsored Enterprises, regulatory oversight of such
activity and our mortgage servicing revenue from the commercial real estate mortgage market;
our ability to diversify our revenue model to offset cyclical economic trends in the commercial real
estate industry;
our ability to attract new user and investor clients;
our ability to retain major clients and renew related contracts;
our ability to leverage our global services platform to maximize and sustain long-term cash flow;
our ability to maintain EBITDA and adjusted EBITDA margins that enable us to continue investing in
our platform and client service offerings;
our ability to control costs relative to revenue growth;
economic volatility and market uncertainty globally related to the United Kingdom’s withdrawal from
the European Union, including concerns relating to the economic impact of such withdrawal on
businesses within the United Kingdom and Europe;
foreign currency fluctuations;
our ability to retain and incentivize key personnel;
our ability to compete globally, or in specific geographic markets or business segments that are material
to us;
the emergence of disruptive business models and technologies;
our ability to identify, acquire and integrate synergistic and accretive businesses;
costs and potential future capital requirements relating to businesses we may acquire;
integration challenges arising out of companies we may acquire;
20
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the ability of our Global Investment Management business to maintain and grow assets under
management and achieve desired investment returns for our investors, and any potential related
litigation, liabilities or reputational harm possible if we fail to do so;
our ability to manage fluctuations in net earnings and cash flow, which could result from poor performance
in our investment programs, including our participation as a principal in real estate investments;
our leverage under our debt instruments as well as the limited restrictions therein on our ability to incur
additional debt, and the potential increased borrowing costs to us from a credit-ratings downgrade;
the ability of CBRE Capital Markets to periodically amend, or replace, on satisfactory terms, the
agreements for its warehouse lines of credit;
variations in historically customary seasonal patterns that cause our business not to perform as expected;
litigation and its financial and reputational risks to us;
our exposure to liabilities in connection with real estate advisory and property management activities
and our ability to procure sufficient insurance coverage on acceptable terms;
liabilities under guarantees, or for construction defects, that we incur in our Development Services
business;
our and our employees’ ability to execute on, and adapt to, information technology strategies and trends;
cybersecurity threats, including the potential misappropriation of assets or sensitive information,
corruption of data or operational disruption;
changes in domestic and international law and regulatory environments (including relating to anti-
corruption, anti-money laundering, trade sanctions, tariffs, currency controls and other trade control
laws), particularly in Russia, Eastern Europe and the Middle East, due to the level of political instability
in those regions;
our ability to comply with laws and regulations related to our global operations, including real estate
licensure, tax, labor and employment laws and regulations, as well as the anti-corruption laws and trade
sanctions of the U.S. and other countries;
negative publicity or actions by our employees, regulators, media, activists, competitors or others that
harm our reputation or brand;
changes in applicable tax or accounting requirements, including the impact of any subsequent additional
regulation or guidance associated with the Tax Act (which was enacted into law on December 22, 2017);
the effect of implementation of new accounting rules and standards (including new lease accounting
guidance which became effective in the first quarter of 2019); and
the other factors described elsewhere in this Annual Report, included under the headings “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical
Accounting Policies,” “Quantitative and Qualitative Disclosures About Market Risk” or as described in
the other documents and reports we file with the SEC.
Forward-looking statements speak only as of the date the statements are made. You should not put undue
reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to
reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information,
except to the extent required by applicable securities laws. If we do update one or more forward-looking statements,
no inference should be drawn that we will make additional updates with respect to those or other forward-looking
statements. Additional information concerning these and other risks and uncertainties is contained in our other
periodic filings with the SEC.
21
Item 1B. Unresolved Staff Comments
None.
Item 2.
Properties
We occupied the following offices, excluding affiliates, as of December 31, 2018:
Americas............................................................................................
Europe, Middle East and Africa (EMEA) .........................................
Asia Pacific........................................................................................
Total...................................................................................................
243
153
88
484
3
1
1
5
246
154
89
489
Sales
Offices
Corporate
Offices
Total
Some of our offices house employees from our Global Investment Management and Development Services
segments as well as employees from our other business segments. We have provided above office totals by
geographic region rather than by business segment in order to avoid double counting our Global Investment
Management and Development Services offices.
In general, these leased offices are fully utilized. The most significant terms of the leasing arrangements for
our offices are the length of the lease and the rent. Our leases have terms varying in duration. The rent payable under
our office leases varies significantly from location to location as a result of differences in prevailing commercial real
estate rates in different geographic locations. Our management believes that no single office lease is material to our
business, results of operations or financial condition. In addition, we believe there is adequate alternative office
space available at acceptable rental rates to meet our needs, although adverse movements in rental rates in some
markets may negatively affect our profits in those markets when we enter into new leases.
We do not own any of these offices.
Item 3.
Legal Proceedings
We are a party to a number of pending or threatened lawsuits arising out of, or incident to, our ordinary course
of business. We believe that any losses in excess of the amounts accrued therefor as liabilities on our financial
statements are unlikely to be significant, but litigation is inherently uncertain and there is the potential for a material
adverse effect on our financial statements if one or more matters are resolved in a particular period in an amount
materially in excess of what we anticipated.
Item 4.
Mine Safety Disclosures
Not applicable.
22
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Stock Price Information
Our Class A common stock has traded on the New York Stock Exchange under the symbol “CBG” from
June 10, 2004 until the change to our new symbol of “CBRE” on March 19, 2018.
As of February 14, 2019, there were 55 stockholders of record of our Class A common stock.
Dividend Policy
We have not declared or paid any cash dividends on any class of our common stock since our inception on
February 20, 2001, and we do not anticipate declaring or paying any cash dividends on our common stock in the
foreseeable future. We currently intend to retain any future earnings to finance future growth and possibly reduce
debt or repurchase common stock. Any future determination to pay cash dividends will be at the discretion of our
board of directors and will depend on our financial condition, acquisition or other opportunities to invest capital,
results of operations, capital requirements and other factors that the board of directors deems relevant.
Recent Sales of Unregistered Securities
As permitted by our director compensation policy, certain of our non-employee directors elected to receive
shares of our Class A common stock as consideration for their service as directors in lieu of cash payments during
2018. Director fees are allocated in quarterly installments, and the non-employee directors participating in the “stock
in lieu of cash” program were issued 45 shares on February 13, 2018 in lieu of $2,000 in accrued director fees, 64
shares on May 7, 2018 in lieu of $3,000 in accrued director fees and 4,072 shares on August 7, 2018 in lieu of
$202,000 in accrued director fees. The number of shares issued was based on the closing price on the NYSE of our
Class A common stock on the date of issuance. The issuance of these securities qualified for an exemption from
registration under the Securities Act of 1933, as amended, or the Securities Act, pursuant to Section 4(a)(2) of the
Securities Act because the issuance did not involve a public offering.
Issuer Purchases of Equity Securities
Open market share repurchase activity during the three months ended December 31, 2018 was as follows
(dollars in thousands, except per share amounts):
Period
October 1, 2018 - October 31, 2018 ............................................................
November 1, 2018 - November 30, 2018 ....................................................
December 1, 2018 - December 31, 2018.....................................................
Total.............................................................................................................
Total
Number of
Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
Approximate
Dollar Value
of Shares
That May
Yet Be
Purchased
Under the
Plans or
Programs (1)
Total
Number of
Shares
Purchased
Average
Price Paid
per Share
— $
932,613 $
3,048,043 $
3,980,656 $
—
42.89
39.68
40.43
—
932,613
3,048,043
3,980,656 $
89,046
(1)
On October 27, 2016, we announced that our board of directors had authorized the company to repurchase up to an aggregate of $250.0
million of our Class A common stock over three years, of which $161.0 million had been utilized as of December 31, 2018. No shares
were repurchased prior to October 1, 2018. The remaining $89.0 million in the table represents the amount available to repurchase shares
under the authorized repurchase program as of December 31, 2018.
23
During January 2019, we repurchased an additional 1,144,449 shares of our Class A common stock in open
market transactions at an average price of $39.38 per share. Additionally, on February 28, 2019, our board of
directors authorized a new program for the company to repurchase up to $300.0 million of our Class A common
stock over three years, effective March 11, 2019. The existing program will terminate upon the effectiveness of the
new program.
Our repurchase programs do not obligate us to acquire any specific number of shares. Under these programs,
shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying
with Rule 10b5-1 under the Exchange Act. The timing of any future repurchases and the actual amounts repurchased
will depend on a variety of factors, including the market price of our common stock, general market and economic
conditions and other factors.
Equity Compensation Plan Information
The following table summarizes information about our equity compensation plans as of December 31, 2018.
All outstanding awards relate to our Class A common stock.
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
( a )
Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
( b )
Number of
Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column ( a ))
( c )
Equity compensation plans approved by
security holders (1) ................................................................
Equity compensation plans not approved
by security holders.................................................................
Total..........................................................................................
9,535,878 $
—
9,535,878 $
—
—
—
3,632,717
—
3,632,717
(1)
Consists of restricted stock units (“RSUs”) issued under our 2017 Equity Incentive Plan (the “2017 Plan”) and our 2012 Equity Incentive
Plan (the “2012 Plan”). Our 2012 Plan terminated in May 2017 in connection with the adoption of the 2017 Plan. We cannot issue any
further awards under the 2012 Plan.
In addition:
•
The figures in the foregoing table include:
o
5,542,706 RSUs that are performance vesting in nature, with the figures in the table reflecting the
maximum number of RSUs that may be issued if all performance-based targets are satisfied and
o
3,993,172 RSUs that are time vesting in nature.
Stock Performance Graph
The following graph shows our cumulative total stockholder return for the period beginning December 31,
2013 and ending on December 31, 2018. The graph also shows the cumulative total returns of the Standard & Poor’s
500 Stock Index, or S&P 500 Index, in which we are included, and two industry peer groups.
24
The comparison below assumes $100 was invested on December 31, 2013 in our Class A common stock and
in each of the indices shown and assumes that all dividends were reinvested. Our stock price performance shown in
the following graph is not necessarily indicative of future stock price performance. The 2018 industry peer group is
comprised of JLL, a global commercial real estate services company publicly traded in the United States, as well as
the following companies that have significant commercial real estate or real estate capital markets businesses within
the United States or globally, that in each case are publicly traded in the United States or abroad: Colliers
International Group Inc. (CIGI), Cushman & Wakefield, Inc. (CWK) , HFF, L.P. (HF), ISS A/S (ISS), Marcus &
Millichap, Inc. (MMI), Newmark Group Inc. (NMRK), Savills plc (SVS.L, traded on the London Stock Exchange)
and Walker & Dunlop, Inc. (WD). These companies are or include divisions with business lines reasonably
comparable to some or all of ours, and which represent our current primary competitors. The 2017 peer group did
not include CWK, which was added to our peer group in 2018. In addition, the 2017 peer group included BGC
Partners (BGCP), which is the publicly traded parent of Newmark Grubb Knight Frank. In 2018, we elected to
remove BGCP from our peer group and replace it with NMRK.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (1)
AMONG CBRE GROUP, INC., THE S&P 500 INDEX(2),
A 2017 PEER GROUP AND A 2018 PEER GROUP
$250
$200
$150
$100
$50
$0
12/31/13
12/14
12/15
12/16
12/17
12/18
CBRE Group, Inc.
S&P 500
2017 Peer Group
2018 Peer Group
Indices
CBRE Group, Inc.....................
S&P 500 ...................................
2017 Peer Group ......................
2018 Peer Group ......................
12/31/13
100.00
100.00
100.00
100.00
12/14
130.23
113.69
140.03
137.61
12/15
131.48
115.26
164.66
162.31
12/16
119.73
129.05
140.11
133.66
12/17
164.68
157.22
198.02
185.92
12/18
152.24
150.33
154.72
146.27
(1)
(2)
$100 invested on 12/31/13 in stock or index-including reinvestment of dividends.
Fiscal year ending December 31.
Copyright© 2019 Standard & Poor’s, a division of S&P Global. All rights reserved.
This graph shall not be deemed incorporated by reference by any general statement incorporating by reference
this Annual Report on Form 10-K into any filing under the Securities Act or under the Exchange Act, except to the
extent that we specifically incorporate this information by reference therein, and shall not otherwise be deemed filed
under the Securities Act or under the Exchange Act.
25
Item 6.
Selected Financial Data
The following table sets forth our selected historical consolidated financial information for each of the five
years in the period ended December 31, 2018. The statement of operations data, the statement of cash flows data and
the other data for the years ended December 31, 2018, 2017 and 2016 and the balance sheet data as of December 31,
2018 and 2017 were derived from our audited consolidated financial statements included elsewhere in this Annual
Report on Form 10-K (Annual Report). The statement of operations data, the statement of cash flows data and the
other data for the years ended December 31, 2015 and 2014, and the balance sheet data as of December 31, 2016,
2015 and 2014 were derived from our audited consolidated financial statements that are not included in this Annual
Report.
The selected financial data presented below is not necessarily indicative of results of future operations and
should be read in conjunction with our consolidated financial statements and the information included under the
headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included
elsewhere in this Annual Report (dollars in thousands, except share data).
2018
Year Ended December 31,
2016 (1)
2017 (1)
2015 (2)
2014
(As Adjusted) (As Adjusted)
STATEMENTS OF OPERATIONS DATA:
Revenue ...................................................................................... $ 21,340,088 $
Operating income........................................................................
1,087,989
Interest income............................................................................
8,585
Interest expense ..........................................................................
107,270
27,982
Write-off of financing costs on extinguished debt .....................
Net income..................................................................................
1,065,948
Net income attributable to non-controlling interests ..................
2,729
Net income attributable to CBRE Group, Inc.............................
1,063,219
Income per share attributable to CBRE Group, Inc. (3):
18,628,787 $
1,078,682
9,853
136,814
—
703,576
6,467
697,109
17,369,108 $ 10,855,810 $
835,944
6,311
118,880
2,685
558,877
11,745
547,132
816,831
8,051
144,851
—
585,170
12,091
573,079
9,049,918
792,254
6,233
112,035
23,087
513,503
29,000
484,503
Basic income per share ........................................................ $
Diluted income per share.....................................................
3.13 $
3.10
2.06 $
2.05
1.71 $
1.69
1.64 $
1.63
1.47
1.45
Weighted average shares:
Basic..................................................................................... 339,321,056 337,658,017
Diluted ................................................................................. 343,122,741 340,783,556
335,414,831 332,616,301 330,620,206
338,424,563 336,414,856 334,171,509
STATEMENTS OF CASH FLOWS DATA (4):
Net cash provided by operating activities .................................. $
Net cash used in investing activities...........................................
Net cash (used in) provided by financing activities ...................
OTHER DATA:
EBITDA (5)................................................................................ $
Adjusted EBITDA (5) ................................................................
1,131,249 $
(560,684)
(506,600)
894,411 $
(302,600)
(627,742)
616,985
(150,524)
(220,677)
$
651,897
(1,618,959)
789,548
$
661,780
(151,556)
(232,069)
1,954,932 $
1,905,168
1,697,941 $
1,716,774
1,373,706
1,562,347
$ 1,297,335
1,412,724
$ 1,142,252
1,166,125
BALANCE SHEET DATA:
Cash and cash equivalents .......................................................... $
777,219 $
Total assets (6)............................................................................ 13,456,793
1,770,406
Long-term debt, including current portion, net (6).....................
6,304
Notes payable on real estate, net (6)...........................................
8,446,891
Total liabilities (6) ......................................................................
Total CBRE Group, Inc. stockholders’ equity............................
4,938,797
751,774 $
11,718,396
1,999,611
17,872
7,543,782
4,114,496
762,576 $
540,403 $
740,884
10,994,338 11,017,943 7,568,010
2,548,137 2,679,539 1,851,012
41,445
7,848,438 8,258,873 5,266,612
3,103,142 2,712,652 2,259,830
38,258
25,969
Note: We have not declared any cash dividends on common stock for the periods shown.
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of our Notes to Consolidated Financial Statements set
forth in Item 8 of this Annual Report. Amounts for the years ended December 31, 2015 and 2014 have not been restated to conform with
the presentation for the years ended December 31, 2018, 2017 and 2016.
On September 1, 2015, CBRE, Inc., our wholly-owned subsidiary, closed on a Stock and Asset Purchase Agreement with Johnson
Controls, Inc. (JCI) to acquire JCI’s Global Workplace Solutions (JCI-GWS) business (which we refer to as the GWS Acquisition). The
results for the year ended December 31, 2015 include the operations of JCI-GWS from September 1, 2015, the date such business was
acquired.
See Income Per Share information in Note 16 of our Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report.
(2)
(3)
26
(4)
(5)
In the first quarter of 2018, we adopted Accounting Standards Updated (ASU) 2016-15, “Statement of Cash Flows (Topic 230):
Classification of Certain Cash Receipts and Cash Payments.” Certain reclassifications have been made to the 2017 and 2016 statements
of cash flows to conform with the 2018 presentation. Amounts for the years ended December 31, 2015 and 2014 have not been
reclassified to conform with the presentation for the years ended December 31, 2018, 2017 and 2016.
EBITDA and adjusted EBITDA are not recognized measurements under accounting principles generally accepted in the United States, or
GAAP. When analyzing our operating performance, investors should use these measures in addition to, and not as an alternative for, their
most directly comparable financial measure calculated and presented in accordance with GAAP. We generally use these non-GAAP
financial measures to evaluate operating performance and for other discretionary purposes. We believe 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 because they eliminate the impact of selected charges that may obscure trends in the underlying
performance of our business. Because not all companies use identical calculations, our presentation of EBITDA and adjusted EBITDA
may not be comparable to similarly titled measures of other companies.
EBITDA represents earnings before net interest expense, write-off of financing costs on extinguished debt, income taxes, depreciation and
amortization. Amounts shown for adjusted EBITDA further remove (from EBITDA) the impact of certain cash and non-cash items
related to acquisitions, costs associated with our reorganization, including cost-savings initiatives, cost-elimination expenses, certain
carried interest incentive compensation (reversal) expense to align with the timing of associated revenue and other non-recurring costs.
We believe that investors may find these measures useful in evaluating our operating performance compared to that of other companies in
our industry because their calculations generally eliminate the effects of acquisitions, which would include impairment charges of
goodwill and intangibles created from acquisitions, the effects of financings and income taxes and the accounting effects of capital
spending.
EBITDA and adjusted EBITDA are not intended to be measures of free cash flow for our discretionary use because they do not consider
certain cash requirements such as tax and debt service payments. These measures may also differ from the amounts calculated under
similarly titled definitions in our debt instruments, which amounts are further adjusted to reflect certain other cash and non-cash charges
and are used by us to determine compliance with financial covenants therein and our ability to engage in certain activities, such as
incurring additional debt and making certain restricted payments. We also use adjusted EBITDA as a significant component when
measuring our operating performance under our employee incentive compensation programs.
EBITDA and adjusted EBITDA are calculated as follows (dollars in thousands):
Year Ended December 31,
2018
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
2015
2014
Net income attributable to CBRE Group, Inc........................... $ 1,063,219 $
Add:
Depreciation and amortization...........................................
Interest expense..................................................................
Write-off of financing costs on extinguished debt.............
Provision for income taxes.................................................
451,988
107,270
27,982
313,058
Less:
Interest income...................................................................
8,585
EBITDA.................................................................................... 1,954,932
Adjustments:
697,109 $
573,079 $ 547,132 $
484,503
406,114
136,814
—
467,757
9,853
1,697,941
366,927
144,851
—
296,900
314,096
118,880
2,685
320,853
265,101
112,035
23,087
263,759
8,051
6,233
1,373,706 1,297,335 1,142,252
6,311
Costs associated with our reorganization, including
cost-savings initiatives (i) ...............................................
Integration and other costs related to acquisitions.............
Costs incurred in connection with litigation settlement.....
Carried interest incentive compensation (reversal)
expense to align with the timing of associated
revenue............................................................................
One-time gain associated with remeasuring an investment
in an unconsolidated subsidiary to fair value as of the
date the remaining controlling interest was acquired .....
Cost-elimination expenses .................................................
37,925
9,124
8,868
—
27,351
—
—
125,743
—
—
48,865
—
—
—
—
(5,261)
(8,518)
(15,558)
26,085
23,873
(100,420)
—
Adjusted EBITDA .................................................................... $ 1,905,168 $
—
—
1,716,774 $
—
78,456
—
—
1,562,347 $ 1,412,724 $ 1,166,125
—
40,439
(i)
Primarily represents severance costs related to headcount reductions in connection with our reorganization announced in the third
quarter of 2018 that became effective January 1, 2019.
(6)
In the third quarter of 2015, we elected to early adopt the provisions of ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-
30): Simplifying the Presentation of Debt Issuance Costs.” This ASU required that debt issuance costs related to a recognized debt
liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability instead of separately being
recorded in other assets. As of December 31, 2014, deferred financing costs totaling $25.6 million were reclassified from other assets and
netted against the related debt liabilities to conform with the 2015 presentation.
27
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are the world’s largest commercial real estate services and investment firm, based on 2018 revenue, with
leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses. As of
December 31, 2018, we operated in more than 480 offices worldwide with over 90,000 employees, excluding
independent affiliates.
Our business is focused on providing services to both occupiers of and investors in real estate. For occupiers, we
provide facilities management, project management, transaction (both property sales and tenant leasing) and consulting
services, among others. For investors, we provide capital markets (property sales, commercial mortgage brokerage,
loan origination and servicing), leasing, investment management, property management, valuation and development
services, among others. We provide commercial real estate services under the “CBRE” brand name, investment
management services under the “CBRE Global Investors” brand name and development services under the “Trammell
Crow Company” brand name.
Our revenue mix has shifted in recent years toward more contractual revenue as occupiers and investors
increasingly prefer to purchase integrated, account-based services from firms that meet the full spectrum of their
needs nationally and globally. We believe we are well-positioned to capture a growing share of this business. We
generate revenue from both management fees (large multi-year portfolio and per-project contracts) and commissions
on transactions. Our contractual, fee-for-services businesses generally involve occupier outsourcing (including
facilities and project management), property management, investment management, appraisal/valuation and loan
servicing. In addition, our leasing services business line is largely recurring in nature over time.
In 2018, we generated revenue from a highly diversified base of clients, including more than 90 of the Fortune
100 companies. We have been an S&P 500 company since 2006 and in 2018 we were ranked #207 on the Fortune
500. We have been voted the most recognized commercial real estate brand in the Lipsey Company survey for 18
years in a row (including 2019). We have also been rated a World’s Most Ethical Company by the Ethisphere
Institute for six consecutive years.
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States, or GAAP, which require us to make estimates and assumptions that affect reported
amounts. The estimates and assumptions are based on historical experience and on other factors that we believe to
be reasonable. Actual results may differ from those estimates. We believe that the following critical accounting
policies represent the areas where more significant judgments and estimates are used in the preparation of our
consolidated financial statements.
Revenue Recognition
To recognize revenue in a transaction with a customer, we evaluate the five steps of the Accounting Standards
Codification Topic 606 revenue recognition framework: (1) identify the contract; (2) identify the performance
obligations(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the
performance obligation(s) and (5) recognize revenue when (or as) the performance obligations are satisfied.
Our revenue recognition policies are consistent with this five step framework. Understanding the complex
terms of agreements and determining the appropriate time, amount, and method to recognize revenue for each
transaction requires significant judgement. These significant judgements include: (i) determining what point in time
or what measure of progress depicts the transfer of control to the customer; (ii) applying the series guidance to
certain performance obligations satisfied over time; (iii) estimating how and when contingencies, or other forms of
variable consideration, will impact the timing and amount of recognition of revenue and (iv) determining whether
we control third party services before they are transferred to the customer in order to appropriately recognize the
associated fees on either a gross or net basis. The timing and amount of revenue recognition in a period could vary if
different judgments were made. Our revenues subject to the most judgment are brokerage commission revenue,
incentive-based management fees, development fees and third party fees associated with our occupier outsourcing
and property management services. For a detailed discussion of our revenue recognition policies, see the Revenue
Recognition section within Note 2 of the Notes to Consolidated Financial Statements set forth in Item 8 of this
Annual Report on Form 10-K, or this Annual Report.
28
Goodwill and Other Intangible Assets
Our acquisitions require the application of purchase accounting, which results in tangible and identifiable
intangible assets and liabilities of the acquired entity being recorded at fair value. The difference between the
purchase price and the fair value of net assets acquired is recorded as goodwill. In determining the fair values of
assets and liabilities acquired in a business combination, we use a variety of valuation methods including present
value, depreciated replacement cost, market values (where available) and selling prices less costs to dispose. We are
responsible for determining the valuation of assets and liabilities and for the allocation of purchase price to assets
acquired and liabilities assumed.
Assumptions must often be made in determining fair values, particularly where observable market values do
not exist. Assumptions may include discount rates, growth rates, cost of capital, royalty rates, tax rates and
remaining useful lives. These assumptions can have a significant impact on the value of identifiable assets and
accordingly can impact the value of goodwill recorded. Different assumptions could result in different values being
attributed to assets and liabilities. Since these values impact the amount of annual depreciation and amortization
expense, different assumptions could also impact our statement of operations and could impact the results of future
asset impairment reviews.
We are required to test goodwill and other intangible assets deemed to have indefinite useful lives for
impairment at least annually, or more often if circumstances or events indicate a change in the impairment status, in
accordance with the “Intangibles – Goodwill and Other” Topic of the Financial Accounting Standards Board, or
FASB, Accounting Standards Codification, or ASC, (Topic 350). We have the option to perform a qualitative
assessment with respect to any of our reporting units to determine whether a quantitative impairment test is needed.
We are permitted to assess based on qualitative factors whether it is more likely than not that a reporting unit’s fair
value is less than its carrying amount before applying the quantitative goodwill impairment test. If it is more likely
than not that the fair value of a reporting unit is less than its carrying amount, we would conduct a quantitative
goodwill impairment test. If not, we do not need to apply the quantitative test. The qualitative test is elective and we
can go directly to the quantitative test rather than making a more-likely-than-not assessment based on an evaluation
of qualitative factors. When performing a quantitative test, we use a discounted cash flow approach to estimate the
fair value of our reporting units. Management’s judgment is required in developing the assumptions for the
discounted cash flow model. These assumptions include revenue growth rates, profit margin percentages, discount
rates, etc. Due to the many variables inherent in the estimation of a business’s fair value and the relative size of our
goodwill, if different assumptions and estimates were used, it could have an adverse effect on our impairment
analysis.
For additional information on goodwill and intangible asset impairment testing, see Notes 2 and 9 of the Notes
to Consolidated Financial Statements set forth in Item 8 of this Annual Report.
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with the “Accounting for
Income Taxes,” Topic of the FASB ASC (Topic 740). Deferred tax assets and liabilities are determined based on
temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and
tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and
are released in the years in which the temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date. Valuation allowances are provided against deferred tax assets when it is more likely than not that
some portion or all of the deferred tax asset will not be realized.
Accounting for tax positions requires judgments, including estimating reserves for potential uncertainties. We
also assess our ability to utilize tax attributes, including those in the form of carryforwards, for which the benefits
have already been reflected in the financial statements. We do not record valuation allowances for deferred tax
assets that we believe will be realized in future periods. While we believe the resulting tax balances as of
December 31, 2018 and 2017 are appropriately accounted for in accordance with Topic 740, as applicable, the
ultimate outcome of such matters could result in favorable or unfavorable adjustments to our consolidated financial
statements and such adjustments could be material.
29
On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was signed into law making significant
changes to the Internal Revenue Code, including, but not limited to:
•
•
•
a U.S. corporate tax rate decrease from 35% to 21%, effective for tax years beginning after
December 31, 2017;
the transition of U.S. international taxation from a worldwide tax system to a territorial system; and
a one-time transition tax (i.e. toll charge) on the mandatory deemed repatriation of cumulative foreign
earnings as of December 31, 2017 at an income tax rate of 15.5% to the extent such cumulative earnings
were attributable to foreign cash and certain other net current assets, and 8% on the remainder.
In December 2017, the Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin
No. 118 (SAB 118), “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” which allowed us to
record provisional amounts during a measurement period not to extend beyond one year of the enactment date. In
March 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-05, “Income Taxes (Topic 740):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118,” which added SEC guidance
related to SAB 118.
Our provision for income taxes for 2017 included a net expense of $143.4 million attributable to the Tax Act,
including a provisional amount representing our estimate of the U.S. federal and state tax impact of the transition tax
on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. During 2018, we
continued to analyze the impact of the Tax Act and interpreted the additional guidance issued by the U.S. Treasury
Department, the Internal Revenue Service, and other standard-setting bodies. Our provision for income taxes for
2018 included a net expense true-up of $13.3 million associated with the Tax Act based upon our final analysis. As
of December 31, 2018, we have completed our analysis and the final net expense associated with the Tax Act was
$156.7 million.
Our future effective tax rate could be adversely affected by earnings being lower than anticipated in countries
that have lower statutory rates and higher than anticipated in countries that have higher statutory rates, changes in
the valuation of our deferred tax assets or liabilities, or changes in tax laws, regulations, or accounting principles, as
well as certain discrete items.
Our foreign subsidiaries have accumulated $2.1 billion of undistributed earnings for which we have not
recorded a deferred tax liability. No additional income taxes have been provided for any remaining undistributed
foreign earnings not subject to the transition tax, in connection with the enactment of the Tax Act, or any additional
outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign
operations. While federal and state current income tax expense has been recognized as a result of the Tax Act, we
have not provided any additional deferred taxes with respect to items such as foreign withholding taxes, state
income tax or foreign exchange gain or loss that would be due when cash is actually repatriated to the U.S. because
those foreign earnings are considered permanently reinvested in the business or may be remitted substantially free of
any additional local taxes. The determination of the amount of the unrecognized deferred tax liability related to the
undistributed earnings if eventually remitted is not practicable.
See Note 14 of the Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report for
further information regarding income taxes.
New Accounting Pronouncements
See New Accounting Pronouncements discussion within Note 3 of the Notes to Consolidated Financial
Statements set forth in Item 8 of this Annual Report.
Seasonality
A significant portion of our revenue is seasonal, which an investor should keep in mind when comparing our
financial condition and results of operations on a quarter-by-quarter basis. Historically, our revenue, operating
income, net income and cash flow from operating activities tend to be lowest in the first quarter, and highest in the
fourth quarter of each year. Revenue, earnings and cash flow have generally been concentrated in the fourth calendar
quarter due to the focus on completing sales, financing and leasing transactions prior to year-end.
30
Inflation
Our commissions and other variable costs related to revenue are primarily affected by commercial real estate
market supply and demand, which may be affected by inflation. However, to date, we do not believe that general
inflation has had a material impact upon our operations.
Items Affecting Comparability
When you read our financial statements and the information included in this Annual Report, you should
consider that we have experienced, and continue to experience, several material trends and uncertainties that have
affected our financial condition and results of operations that make it challenging to predict our future performance
based on our historical results. We believe that the following material trends and uncertainties are crucial to an
understanding of the variability in our historical earnings and cash flows and the potential for continued variability
in the future.
Macroeconomic Conditions
Economic trends and government policies affect global and regional commercial real estate markets as well as
our operations directly. These include: overall economic activity and employment growth; interest rate levels and
changes in interest rates; the cost and availability of credit; and the impact of tax and regulatory policies. Periods of
economic weakness or recession, significantly rising interest rates, fiscal uncertainty, declining employment levels,
decreasing demand for commercial real estate, falling real estate values, disruption to the global capital or credit
markets, or the public perception that any of these events may occur, will negatively affect the performance of our
business.
Compensation is our largest expense and our sales and leasing professionals generally are paid on a
commission and/or bonus basis that correlates with their revenue production. As a result, the negative effect of
difficult market conditions on our operating margins is partially mitigated by the inherent variability of our
compensation cost structure. In addition, when negative economic conditions have been particularly severe, we have
moved decisively to lower operating expenses to improve financial performance, and then have restored certain
expenses as economic conditions improved. Nevertheless, adverse global and regional economic trends could pose
significant risks to the performance of our operations and our financial condition.
Commercial real estate markets in the United States have generally been marked by increased demand for
space, falling vacancies and higher rents since 2010. During this time, healthy U.S. property sales activity has been
sustained by gradually improving market fundamentals, including higher occupancy rates and rents, broad, low-cost
credit availability and increased institutional capital allocations to commercial real estate. Following years of strong
growth, U.S. property sales volumes slowed in 2016 and 2017, but improved in 2018 as significant capital continues
to target commercial real estate, and the availability of relatively low-cost financing remains plentiful. The market
for commercial real estate leasing has also remained strong, reflecting healthy economic and employment growth.
European countries began to emerge from recession in 2013, with economic growth improving in 2017 and
2018. Sales and leasing activity have also generally improved across most of Europe in the past three years. While
leasing demand has remained solid, sales market volumes were relatively flat in 2018. Since the United Kingdom’s
June 2016 referendum to leave the European Union (EU), economic and property market performance has been
solid, with lease volumes up in 2018, while investment volumes declined slightly. However, the continued absence
of any legislation confirming the terms on which the UK will leave the EU as the March 2019 deadline draws closer
has contributed to increased uncertainty and could adversely affect lease and sales volumes in 2019.
In Asia Pacific, real estate leasing and investment markets have been active since late 2016. While leasing
activity continued to grow solidly in 2018, investment levels cooled in 2018 as investors became more cautious.
However, Asia Pacific investors remain a significant source of real estate investment both in the region and across
other parts of the world.
31
Real estate investment management and property development markets have been generally favorable with
abundant debt and equity capital flows into commercial real estate. Actively managed real estate equity strategies
have been pressured by a shift in investor preferences from active to passive portfolio strategies and concerns about
higher interest rates.
The performance of our global real estate services and real estate investment businesses depends on sustained
economic growth and job creation; stable, healthy global credit markets; and continued positive business and
investor sentiment.
Effects of Acquisitions
We historically have made significant use of strategic acquisitions to add and enhance service competencies
around the world. For example, on September 1, 2015, CBRE, Inc., our wholly-owned subsidiary, pursuant to a
Stock and Asset Purchase Agreement with Johnson Controls, Inc. (JCI), acquired JCI’s Global Workplace Solutions
(JCI-GWS) business (which we refer to as the GWS Acquisition). The acquired JCI-GWS business was a market-
leading provider of integrated facilities management solutions for major occupiers of commercial real estate and had
significant operations around the world. The purchase price was $1.475 billion, paid in cash, plus adjustments
totaling $46.5 million for working capital and other items. We completed the GWS Acquisition in order to advance
our strategy of delivering globally integrated services to major occupiers in our Americas, EMEA and Asia Pacific
segments. We merged the acquired JCI-GWS business with our existing occupier outsourcing business line, which
adopted the “Global Workplace Solutions” name.
Additionally, on June 12, 2018, CBRE Jason Acquisition LLC (Merger Sub), our wholly-owned subsidiary,
and FacilitySource Holdings, LLC (FacilitySource), WP X Finance, LP and Warburg Pincus X Partners, LP
(collectively, the Stockholders) entered into a stock purchase agreement and plan of merger (the Merger
Agreement). As part of the Merger Agreement, (i) we purchased from the Stockholders all the outstanding shares of
capital stock of FS WP Holdco, Inc (Blocker Corp), which owned 1,686,013 Class A units (the Blocker Units) and
(ii) immediately following the acquisition of Blocker Corp, Merger Sub merged with FacilitySource, with
FacilitySource continuing as the surviving company and our wholly-owned subsidiary within our Americas segment
(the FacilitySource Acquisition), with the remaining Blocker Units not held by Blocker Corp. canceled and
converted into the right to receive cash consideration as set forth in the Merger Agreement. The estimated net initial
purchase price was approximately $266.5 million, with $263.0 million paid in cash. We financed the transaction
with cash on hand and borrowings under our revolving credit facility. We completed the FacilitySource Acquisition
to help us (i) build a tech-enabled supply chain capability for the occupier outsourcing industry and (ii) drive
meaningfully differentiated outcomes for leading occupiers of real estate.
Strategic in-fill acquisitions have also played a key role in strengthening our service offerings. The companies
we acquired have generally been regional or specialty firms that complement our existing platform, or independent
affiliates in which, in some cases, we held a small equity interest. During 2018, we acquired a retail leasing and
property management firm in Australia, two firms in Israel (our former affiliate and a majority interest in a local
facilities management provider), a commercial real estate services provider in San Antonio, a provider of real estate
and facilities consulting services to healthcare companies across the United States and the remaining 50% equity
interest in our longstanding New England joint venture.
During 2017, we completed 11 in-fill acquisitions, including two leading Software as a Service (SaaS)
platforms – one that produces scalable interactive visualization technologies for commercial real estate and one that
provides technology solutions for facilities management operations, a healthcare-focused project manager in
Australia, a full-service brokerage and management boutique in South Florida, a technology-enabled national
boutique commercial real estate finance and consulting firm in the United States, a retail consultancy in France, a
majority interest in a Toronto-based investment management business specializing in private infrastructure and
private equity investments, a San Francisco-based technology-focused boutique real estate brokerage firm, a project
management and design engineering firm operating across the United States, a Washington, D.C.-based retail
brokerage operation and a leading technical engineering services provider in Italy.
We believe that strategic acquisitions can significantly decrease the cost, time and commitment of
management resources necessary to attain a meaningful competitive position within targeted markets or to expand
our presence within our current markets. In general, however, most acquisitions will initially have an adverse impact
on our operating and net income as a result of transaction-related expenditures. These include severance, lease
termination, transaction and deferred financing costs, among others, and the charges and costs of integrating the
acquired business and its financial and accounting systems into our own.
32
Our acquisition structures often include deferred and/or contingent purchase price payments in future periods
that are subject to the passage of time or achievement of certain performance metrics and other conditions. As of
December 31, 2018, we have accrued deferred consideration totaling $136.3 million, which is included in accounts
payable and accrued expenses and in other long-term liabilities in the accompanying consolidated balance sheets set
forth in Item 8 of this Annual Report.
International Operations
We are monitoring the economic and political developments related to the United Kingdom’s referendum to
leave the European Union and the potential impact on our businesses in the United Kingdom and the rest of Europe,
including, in particular, sales and leasing activity in the United Kingdom, as well as any associated currency
volatility impact on our results of operations.
As we continue to increase our international operations through either acquisitions or organic growth,
fluctuations in the value of the U.S. dollar relative to the other currencies in which we may generate earnings could
adversely affect our business, financial condition and operating results. Our Global Investment Management
business has a significant amount of euro-denominated assets under management, or AUM, as well as associated
revenue and earnings in Europe. In addition, our Global Workplace Solutions business also has a significant amount
of its revenue and earnings denominated in foreign currencies, such as the euro and the British pound sterling.
Fluctuations in foreign currency exchange rates have resulted and may continue to result in corresponding
fluctuations in our AUM, revenue and earnings.
During the year ended December 31, 2018, approximately 43% of our business was transacted in non-U.S.
dollar currencies, the majority of which included the Australian dollar, Brazilian real, British pound sterling,
Canadian dollar, Chinese yuan, Czech koruna, Danish krone, euro, Hong Kong dollar, Indian rupee, Israeli shekel,
Japanese yen, Korean won, Mexican peso, New Zealand dollar, Polish zloty, Singapore dollar, Swedish krona,
Swiss franc and Thai baht. The following table sets forth our revenue derived from our most significant currencies
(U.S. dollars in thousands):
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
United States dollar ............................................................. $12,264,188
2,586,890
British pound sterling ..........................................................
2,329,832
euro......................................................................................
717,692
Canadian dollar....................................................................
482,749
Australian dollar ..................................................................
418,390
Indian rupee.........................................................................
303,600
Chinese yuan .......................................................................
277,636
Japanese yen ........................................................................
268,193
Singapore dollar ..................................................................
182,641
Swiss franc ..........................................................................
174,728
Brazilian real .......................................................................
169,449
Hong Kong dollar................................................................
135,187
Mexican peso.......................................................................
90,343
Polish zloty ..........................................................................
81,804
Danish krone........................................................................
79,373
Thai baht..............................................................................
70,471
Swedish krona .....................................................................
63,251
New Zealand dollar .............................................................
59,912
Korean won .........................................................................
57,779
Israeli shekel........................................................................
54,986
Czech koruna.......................................................................
470,994
Other currencies ..................................................................
$21,340,088
Total revenue ................................................................
57.5% $10,954,608
12.1% 2,242,973
10.9% 1,740,764
617,923
467,623
370,705
244,717
269,835
256,319
153,078
198,270
148,174
115,812
71,849
82,061
65,553
71,849
51,353
48,475
22,628
42,008
392,210
100.0% $18,628,787
3.3%
2.3%
2.0%
1.4%
1.3%
1.3%
0.9%
0.8%
0.8%
0.6%
0.4%
0.4%
0.4%
0.3%
0.3%
0.3%
0.3%
0.3%
2.1%
58.8% $10,434,782
12.1% 2,150,428
9.3% 1,612,521
532,203
3.3%
408,772
2.5%
285,459
2.0%
218,999
1.3%
259,007
1.4%
198,816
1.4%
154,463
0.8%
139,409
1.1%
133,283
0.8%
99,723
0.6%
74,199
0.4%
69,676
0.4%
62,947
0.4%
74,199
0.4%
45,219
0.3%
44,520
0.3%
27,648
0.1%
34,261
0.2%
308,574
2.1%
100.0% $17,369,108
60.1%
12.4%
9.3%
3.1%
2.4%
1.6%
1.2%
1.5%
1.1%
0.9%
0.8%
0.8%
0.6%
0.4%
0.4%
0.3%
0.4%
0.3%
0.3%
0.2%
0.2%
1.7%
100.0%
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
33
Although we operate globally, we report our results in U.S. dollars. As a result, the strengthening or
weakening of the U.S. dollar may positively or negatively impact our reported results. For example, we estimate that
had the British pound sterling-to-U.S. dollar exchange rates been 10% higher during the year ended December 31,
2018, the net impact would have been an increase in pre-tax income of $4.1 million. Had the euro-to-U.S. dollar
exchange rates been 10% higher during the year ended December 31, 2018, the net impact would have been an
increase in pre-tax income of $9.5 million. These hypothetical calculations estimate the impact of translating results
into U.S. dollars and do not include an estimate of the impact that a 10% change in the U.S. dollar against other
currencies would have had on our foreign operations.
From time to time, we have entered into derivative financial instruments to attempt to protect the value or fix
the amount of certain obligations in terms of our reporting currency, the U.S. dollar. In March 2014, we began a
foreign currency exchange forward hedging program by entering into foreign currency exchange forward contracts,
including agreements to buy U.S. dollars and sell Australian dollars, British pound sterling, Canadian dollars, euros
and Japanese yen. The purpose of these forward contracts was to attempt to mitigate the risk of fluctuations in
foreign currency exchange rates that would adversely impact some of our foreign currency denominated EBITDA.
Hedge accounting was not elected for any of these contracts. As such, changes in the fair values of these contracts
were recorded directly in earnings. As of December 31, 2018 and 2017, we had no foreign currency exchange
forward contracts outstanding as we made the decision to let our program expire at the end of 2016. Included in the
consolidated statement of operations set forth in Item 8 of this Annual Report was a net gain of $7.7 million from
foreign currency exchange forward contracts for the year ended December 31, 2016. We do not intend to hedge our
foreign currency denominated EBITDA in 2019.
Due to the constantly changing currency exposures to which we are subject and the volatility of currency
exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In addition,
fluctuations in currencies relative to the U.S. dollar may make it more difficult to perform period-to-period
comparisons of our reported results of operations. Our international operations also are subject to, among other
things, political instability and changing regulatory environments, which affects the currency markets and which as a
result may adversely affect our future financial condition and results of operations. We routinely monitor these risks
and related costs and evaluate the appropriate amount of oversight to allocate towards business activities in foreign
countries where such risks and costs are particularly significant.
34
Results of Operations
The following table sets forth items derived from our consolidated statements of operations for the years
ended December 31, 2018, 2017 and 2016 (dollars in thousands):
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
Revenue:
Fee revenue (1):
Occupier outsourcing............................................. $ 3,040,949
605,387
Property management ............................................
560,815
Valuation................................................................
183,421
Loan servicing .......................................................
Investment management ........................................
434,405
Leasing................................................................... 3,375,558
Capital Markets:
14.2% $ 2,526,069
555,076
527,638
157,449
377,644
15.8% 2,863,352
2.8%
2.6%
0.9%
2.0%
13.6% $ 2,279,963
505,086
504,370
122,517
369,800
15.4% 2,651,986
3.0%
2.8%
0.8%
2.0%
Sales ................................................................ 1,919,140
536,436
Commercial mortgage origination ..................
9.0% 1,806,313
450,521
2.5%
9.7% 1,700,503
448,166
2.4%
Other:
Development services .....................................
Other ...............................................................
86,320
95,121
Total fee revenue...................................... 10,837,552
Pass through costs also recognized as revenue............. 10,502,536
Total revenue............................................ 21,340,088
60,513
0.4%
0.6%
84,461
50.8% 9,409,036
49.2% 9,219,751
100.0% 18,628,787
55,638
0.3%
0.5%
86,235
50.5% 8,724,264
49.5% 8,644,844
100.0% 17,369,108
Costs and expenses:
Cost of services...................................................... 16,449,212
Operating, administrative and other ...................... 3,365,773
451,988
Depreciation and amortization...............................
Total costs and expenses .......................... 20,266,973
Gain on disposition of real estate ........................................
14,874
Operating income ................................................................ 1,087,989
324,664
Equity income from unconsolidated subsidiaries................
93,020
Other income .......................................................................
8,585
Interest income ....................................................................
107,270
Interest expense ...................................................................
Write-off of financing costs on extinguished debt ..............
27,982
Income before provision for income taxes .......................... 1,379,006
Provision for income taxes ..................................................
313,058
Net income .......................................................................... 1,065,948
Less: Net income attributable to non-controlling
interests.............................................................................
2,729
Net income attributable to CBRE Group, Inc. .................... $ 1,063,219
77.1% 14,305,099
15.8% 2,858,720
406,114
2.1%
95.0% 17,569,933
0.1%
19,828
5.1% 1,078,682
210,207
1.5%
9,405
0.4%
9,853
0.0%
136,814
0.5%
—
0.0%
6.5% 1,171,333
467,757
1.5%
703,576
5.0%
76.8% 13,420,911
15.3% 2,780,301
366,927
2.2%
94.3% 16,568,139
15,862
816,831
197,351
4,688
8,051
144,851
—
882,070
296,900
585,170
0.1%
5.8%
1.0%
0.1%
0.1%
0.7%
0.0%
6.3%
2.5%
3.8%
0.0%
5.0% $
6,467
697,109
0.1%
3.7% $
12,091
573,079
EBITDA .............................................................................. $ 1,954,932
9.2% $ 1,697,941
9.1% $ 1,373,706
Adjusted EBITDA............................................................... $ 1,905,168
8.9% $ 1,716,774
9.2% $ 1,562,347
13.1%
2.9%
2.9%
0.7%
2.1%
15.3%
9.8%
2.6%
0.3%
0.5%
50.2%
49.8%
100.0%
77.3%
16.0%
2.1%
95.4%
0.1%
4.7%
1.2%
0.0%
0.0%
0.8%
0.0%
5.1%
1.7%
3.4%
0.1%
3.3%
7.9%
9.0%
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
Fee revenue, EBITDA and adjusted EBITDA are not recognized measurements under GAAP. When analyzing
our operating performance, investors should use these measures in addition to, and not as an alternative for, their
most directly comparable financial measure calculated and presented in accordance with GAAP. We generally use
these non-GAAP financial measures to evaluate operating performance and for other discretionary purposes. We
believe 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 because they
eliminate the impact of selected charges that may obscure trends in the underlying performance of our business.
Because not all companies use identical calculations, our presentation of fee revenue, EBITDA and adjusted
EBITDA may not be comparable to similarly titled measures of other companies.
35
Fee revenue is gross revenue less both client reimbursed costs largely associated with employees that are
dedicated to client facilities and subcontracted vendor work performed for clients. We believe that investors may
find this measure useful to analyze the company’s overall financial performance because it excludes costs
reimbursable by clients, and as such provides greater visibility into the underlying performance of our business.
EBITDA represents earnings before net interest expense, write-off of financing costs on extinguished debt,
income taxes, depreciation and amortization. Amounts shown for adjusted EBITDA further remove (from EBITDA)
the impact of certain cash and non-cash items related to acquisitions, costs associated with our reorganization,
including cost-savings initiatives, certain carried interest incentive compensation reversal to align with the timing of
associated revenue and other non-recurring costs. We believe that investors may find these measures useful in
evaluating our operating performance compared to that of other companies in our industry because their calculations
generally eliminate the effects of acquisitions, which would include impairment charges of goodwill and intangibles
created from acquisitions, the effects of financings and income taxes and the accounting effects of capital spending.
EBITDA and adjusted EBITDA are not intended to be measures of free cash flow for our discretionary use
because they do not consider certain cash requirements such as tax and debt service payments. These measures may
also differ from the amounts calculated under similarly titled definitions in our debt instruments, which amounts are
further adjusted to reflect certain other cash and non-cash charges and are used by us to determine compliance with
financial covenants therein and our ability to engage in certain activities, such as incurring additional debt and
making certain restricted payments. We also use adjusted EBITDA as a significant component when measuring our
operating performance under our employee incentive compensation programs.
EBITDA and adjusted EBITDA are calculated as follows (dollars in thousands):
Net income attributable to CBRE Group, Inc. .............................................................
Add:
$
1,063,219 $
2018
Year Ended December 31,
2017
(As Adjusted) (1)
697,109 $
2016
(As Adjusted) (1)
573,079
Depreciation and amortization...............................................................................
Interest expense .....................................................................................................
Write-off of financing costs on extinguished debt ................................................
Provision for income taxes ....................................................................................
451,988
107,270
27,982
313,058
406,114
136,814
—
467,757
366,927
144,851
—
296,900
Less:
Interest income..........................................................................................................
EBITDA .......................................................................................................................
Adjustments:
Costs associated with our reorganization, including
cost-savings initiatives (2) ..................................................................................
Integration and other costs related to acquisitions.................................................
Costs incurred in connection with litigation settlement ........................................
Carried interest incentive compensation reversal to align
with the timing of associated revenue ................................................................
One-time gain associated with remeasuring an investment
in an unconsolidated subsidiary to fair value as of the date
the remaining controlling interest was acquired.................................................
Cost-elimination expenses (3) ...............................................................................
Adjusted EBITDA........................................................................................................
8,585
1,954,932
9,853
1,697,941
8,051
1,373,706
37,925
9,124
8,868
—
27,351
—
—
125,743
—
(5,261)
(8,518)
(15,558)
(100,420)
—
—
—
$
1,905,168 $
1,716,774 $
—
78,456
1,562,347
(1)
(2)
(3)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
Primarily represents severance costs related to headcount reductions in connection with our reorganization announced in the third quarter
of 2018 that became effective January 1, 2019.
Represents cost-elimination expenses relating to a program initiated in the fourth quarter of 2015 and completed in the third quarter of
2016 (our cost-elimination project) to reduce the company’s global cost structure after several years of significant revenue and related
cost growth. Cost-elimination expenses incurred during the year ended December 31, 2016 consisted of $73.6 million of severance costs
related to headcount reductions in connection with the program and $4.9 million of third-party contract termination costs. The total
amount for each period does have a cash impact.
36
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
We reported consolidated net income of $1.1 billion for the year ended December 31, 2018 on revenue of
$21.3 billion as compared to consolidated net income of $697.1 million on revenue of $18.6 billion for the year
ended December 31, 2017.
Our revenue on a consolidated basis for the year ended December 31, 2018 increased by $2.7 billion, or
14.6%, as compared to the year ended December 30, 2017. The revenue increase reflects strong organic growth
fueled by higher occupier outsourcing revenue (up 15.2%) and property management revenue (up 7.1%), increased
leasing (up 17.8%), sales (up 6.1%) and commercial mortgage origination activity (up 19.1%) and higher revenue
from our Global Investment Management segment (up 12.6%). In addition, foreign currency translation had an
$88.5 million positive impact on total revenue during the year ended December 31, 2018, primarily driven by
strength in the British pound sterling and euro, partially offset by weakness in the Argentine peso and Brazilian real.
Our cost of services on a consolidated basis increased by $2.1 billion, or 15.0%, during the year ended
December 31, 2018 as compared to the same period in 2017. This increase was primarily due to higher costs
associated with our occupier outsourcing business. In addition, our sales professionals generally are paid on a
commission basis, which substantially correlates with our transaction revenue performance. Accordingly, the
increase in sales and lease transaction revenue led to a corresponding increase in commission expense. Lastly,
foreign currency translation had a $65.0 million negative impact on total cost of services during the year ended
December 31, 2018. Cost of services as a percentage of revenue increased from 76.8% for the year ended
December 31, 2017 to 77.1% for the year ended December 31, 2018, primarily driven by our revenue mix, with
occupier outsourcing revenue, which has a lower margin than sales and lease revenue, comprising a higher
percentage of revenue than in the prior year.
Our operating, administrative and other expenses on a consolidated basis increased by $507.1 million, or
17.7%, during the year ended December 31, 2018 as compared to the same period in 2017. The increase was mostly
driven by higher payroll-related costs (including increases in bonus and stock compensation expense), higher carried
interest expense and increases in consulting, marketing and occupancy costs. During 2018, we also incurred $35.2
million of costs incurred in connection with our reorganization (including cost-savings initiatives) and $8.9 million
of costs as a result of a litigation settlement, the impact of which was partly offset by lower integration and other
costs associated with acquisitions. Foreign currency translation also had a $23.5 million negative impact on total
operating expenses during the year ended December 31, 2018. Operating expenses as a percentage of revenue
increased from 15.3% for the year ended December 31, 2017 to 15.8% for the year ended December 31, 2018,
partially driven by higher bonus expense in our Development Services segment with no corresponding increase in
revenue (as bonus expense was attributable to an increase in equity income from unconsolidated subsidiaries) as
well as due to the costs incurred in connection with our reorganization.
Our depreciation and amortization expense on a consolidated basis increased by $45.9 million, or 11.3%,
during the year ended December 31, 2018 as compared to the same period in 2017. This increase was primarily
attributable to a rise in depreciation expense of $25.9 million during the year ended December 31, 2018 driven by
technology-related capital expenditures. Higher amortization expense associated with mortgage servicing rights and
intangibles acquired in acquisitions also contributed to the increase.
Our equity income from unconsolidated subsidiaries on a consolidated basis increased by $114.5 million, or
54.5%, during the year ended December 31, 2018 as compared to the same period in 2017, primarily driven by
higher equity earnings associated with gains on property sales reported in our Development Services segment.
Our other income on a consolidated basis was $93.0 million for the year ended December 31, 2018 as
compared to $9.4 million for the same period in 2017. Included in other income for the year ended December 31,
2018 was a one-time gain of $100.4 million associated with remeasuring our investment in a previously
unconsolidated subsidiary in New England to fair value as of the date we acquired the remaining controlling interest.
37
Our consolidated interest expense decreased by $29.5 million, or 21.6%, for the year ended December 31,
2018 as compared to the year ended December 31, 2017. This decrease was primarily driven by the early
redemption, in full, of the $800.0 million aggregate outstanding principal amount of our 5.00% senior notes in the
first quarter of 2018.
Our write-off of financing costs on extinguished debt on a consolidated basis was $28.0 million for the year
ended December 31, 2018. These costs included a $20.0 million premium paid and the write-off of $8.0 million of
unamortized deferred financing costs in connection with the early redemption, in full, of the $800.0 million
aggregate outstanding principal amount of our 5.00% senior notes.
Our provision for income taxes on a consolidated basis was $313.1 million for the year ended December 31,
2018 as compared to $467.8 million for the same period in 2017. Our provision for income taxes for 2018 included a
net expense true-up of $13.3 million resulting from completion of accounting for the Tax Act. Our provision for
income taxes for 2017 included a net expense of $143.4 million for the provisional charge related to the Tax Act.
These net expenses were primarily comprised of a transition tax on accumulated foreign earnings, net of a tax
benefit from the re-measurement of certain deferred tax assets and liabilities using the lower U.S. corporate income
tax rate and the release of valuation allowances on foreign tax credits that will decrease the liability related to the
transition tax. Excluding these net charges associated with the Tax Act, our effective tax rate, after adjusting pre-tax
income to remove the portion attributable to non-controlling interests, would have been 21.8% for the year ended
December 31, 2018 compared to 27.8% for the year ended December 31, 2017. We benefited from a lower U.S.
corporate tax rate, with such rate being 35% in 2017 versus 21% in 2018. The effect of the decrease in the U.S.
corporate tax rate was partially offset by discrete tax benefits for the year ended December 31, 2017 from the re-
measurement of income tax exposures relating to prior periods and release of valuation allowances on foreign
income tax credits that were expected to be utilized with no similar items for the year ended December 31, 2018.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
We reported consolidated net income of $697.1 million for the year ended December 31, 2017 on revenue of
$18.6 billion as compared to consolidated net income of $573.1 million on revenue of $17.4 billion for the year
ended December 31, 2016.
Our revenue on a consolidated basis for the year ended December 31, 2017 increased by $1.3 billion, or 7.3%,
as compared to the year ended December 31, 2016. The revenue increase reflects strong organic growth fueled by
higher occupier outsourcing revenue (up 8.0%) and property management revenue (up 9.3%), increased sales (up
5.8%) and leasing activity (up 7.5%), and higher loan servicing revenue (up 28.9%). These increases were partially
offset by foreign currency translation, which had a $34.7 million negative impact on total revenue during the year
ended December 31, 2017, primarily driven by weakness in the British pound sterling, partially offset by strength in
the euro.
Our cost of services on a consolidated basis increased by $884.2 million, or 6.6%, during the year ended
December 31, 2017 as compared to same period in 2016. This increase was primarily due to higher costs associated
with our occupier outsourcing business as well as higher professional bonuses (particularly in the United States and
United Kingdom). In addition, as previously mentioned, our sales professionals generally are paid on a commission
basis, which substantially correlates with our transaction revenue performance. Accordingly, the increase in sales
and lease transaction revenue led to a corresponding increase in commission expense. These increases were partially
offset by foreign currency translation, which had a $37.9 million positive impact on cost of services during the year
ended December 31, 2017. In addition, we incurred $37.1 million of costs in 2016 in connection with our cost-
elimination project that did not recur in 2017, which partially contributed to cost of services as a percentage of
revenue decreasing from 77.3% for the year ended December 31, 2016 to 76.8% for the year ended December 31,
2017.
38
Our operating, administrative and other expenses on a consolidated basis increased by $78.4 million, or 2.8%,
during the year ended December 31, 2017 as compared to the same period in 2016. The increase was mostly driven
by higher payroll-related costs (including increases in bonus and stock compensation expense driven by improved
operating performance). This increase was partially offset by a decrease of $96.7 million in integration and other
costs related to the GWS Acquisition incurred during the year ended December 31, 2017 as well as the impact of
$41.4 million of costs incurred during the year ended December 31, 2016 as part of our cost-elimination project,
which did not recur during the year ended December 31, 2017. Foreign currency also had a $1.7 million positive
impact on total operating expenses during the year ended December 31, 2017, including a $0.1 million positive
impact from foreign currency translation and $1.6 million of favorable foreign currency transaction activity over the
year ended December 31, 2016 (part of which related to net hedging activity during 2016, which did not recur in the
2017 given that we discontinued our hedging program at the end of 2016). Operating expenses as a percentage of
revenue decreased from 16.0% for the year ended December 31, 2016 to 15.3% for the year ended December 31,
2017, primarily driven by the aforementioned decline in integration and other costs related to the GWS Acquisition
as well as the costs associated with our cost-elimination project in 2016.
Our depreciation and amortization expense on a consolidated basis increased by $39.2 million, or 10.7%,
during the year ended December 31, 2017 as compared to the same period in 2016. This increase was primarily
attributable to higher amortization expense associated with mortgage servicing rights. A rise in depreciation expense
of $14.5 million during the year ended December 31, 2017 driven by technology-related capital expenditures also
contributed to the increase.
Our equity income from unconsolidated subsidiaries on a consolidated basis increased by $12.9 million, or
6.5%, during the year ended December 31, 2017 as compared to the same period in 2016, primarily driven by higher
equity earnings associated with gains on property sales reported in our Development Services segment.
Our consolidated interest expense decreased by $8.0 million, or 5.5%, for the year ended December 31, 2017
as compared to the year ended December 31, 2016. This decrease was primarily driven by lower interest expense
due to lower net borrowings under our credit agreement and a decrease in notes payable on real estate during 2017.
Our provision for income taxes on a consolidated basis was $467.8 million for the year ended December 31,
2017 as compared to $296.9 million for the same period in 2016. Our provision for income taxes for 2017 included a
provisional net charge of $143.4 million attributable to the Tax Act. This net charge was primarily comprised of a
transition tax on accumulated foreign earnings, net of a tax benefit from the re-measurement of certain deferred tax
assets and liabilities using the lower U.S. corporate income tax rate and the release of valuation allowances on
foreign tax credits that will decrease the liability related to the transition tax. Excluding this net charge, our effective
tax rate for 2017, after adjusting pre-tax income to remove the portion attributable to non-controlling interests,
would have been 27.8% compared to 34.1% for the year ended December 31, 2016. We benefited from a more
favorable geographic mix of income, the re-measurement of income tax exposures relating to prior periods and
release of valuation allowances. The release of valuation allowances during the year ended December 31, 2017
primarily related to valuation allowances on foreign income tax credits that are expected to be utilized as well as on
net operating losses that have been utilized through current year operations. The re-measurement of income tax
exposures, primarily due to the resolution of certain tax audits during the year ended December 31, 2017,
contributed to the lower effective tax rate for 2017 as compared to 2016. In addition, the contribution of income
from lower taxed jurisdictions to our total consolidated income for the year ended December 31, 2017, provided a
more favorable geographic mix of income, resulting in a decrease to the overall effective tax rate.
Segment Operations
On August 17, 2018, we announced a new organization structure that became effective on January 1, 2019.
Under the new structure, we will organize our operations around, and publicly report our financial results on, three
global business segments: (1) Advisory Services, (2) Global Workplace Solutions and (3) Real Estate Investments.
For 2018, we are reporting our financial results under our business segments as they existed throughout the year.
39
Through the year ended December 31, 2018, we reported our operations through the following segments: (1)
Americas, (2) EMEA, (3) Asia Pacific, (4) Global Investment Management and (5) Development Services. The
Americas consisted of operations located in the United States, Canada and key markets in Latin America. EMEA
mainly consisted of operations in Europe, while Asia Pacific included operations in Asia, Australia and New
Zealand. The Global Investment Management business consisted of investment management operations in North
America, Europe and Asia Pacific. The Development Services business consisted of real estate development and
investment activities in the United States.
Americas
The following table summarizes our results of operations for our Americas operating segment for the years
ended December 31, 2018, 2017 and 2016 (dollars in thousands):
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
Revenue:
Fee revenue:
Occupier outsourcing............................................. $ 1,282,605
319,538
Property management ............................................
261,559
Valuation................................................................
Loan servicing .......................................................
172,096
Leasing................................................................... 2,423,248
Capital Markets:
9.8% $ 1,111,187
286,288
2.4%
245,179
2.0%
146,460
1.3%
18.5% 2,054,872
9.4% $
2.4%
2.1%
1.2%
949,666
272,000
245,389
111,373
17.4% 1,924,361
Sales ................................................................ 1,189,368
528,338
Commercial mortgage origination ..................
50,342
Other ......................................................................
Total fee revenue...................................... 6,227,094
Pass through costs also recognized as revenue............. 6,904,812
Total revenue............................................ 13,131,906
9.1% 1,103,862
442,955
4.0%
0.3%
48,242
47.4% 5,439,045
52.6% 6,352,332
100.0% 11,791,377
9.4% 1,103,452
443,149
3.8%
0.4%
50,230
46.1% 5,099,620
53.9% 5,970,345
100.0% 11,069,965
Costs and expenses:
Cost of services............................................................. 10,468,110
Operating, administrative and other ............................. 1,616,216
327,556
Depreciation and amortization......................................
720,024
Operating income ................................................................
14,177
Equity income from unconsolidated subsidiaries................
103,689
Other income (loss) .............................................................
Add-back: Depreciation and amortization ..........................
327,556
EBITDA .............................................................................. $ 1,165,446
79.7% 9,410,147
12.3% 1,405,552
289,338
2.5%
686,340
5.5%
18,789
0.1%
37
0.8%
289,338
2.5%
994,504
8.9% $
79.8% 8,873,405
11.9% 1,357,438
254,118
2.5%
585,004
5.8%
17,892
0.1%
(90)
0.0%
254,118
2.5%
856,924
8.4% $
Adjusted EBITDA............................................................... $ 1,111,014
8.5% $ 1,011,643
8.6% $
950,573
8.6%
2.5%
2.2%
1.0%
17.4%
10.0%
4.0%
0.4%
46.1%
53.9%
100.0%
80.2%
12.3%
2.2%
5.3%
0.2%
0.0%
2.2%
7.7%
8.6%
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Revenue increased by $1.3 billion, or 11.4%, for the year ended December 31, 2018 as compared to the year
ended December 31, 2017. The revenue increase reflects strong organic growth fueled by higher occupier
outsourcing and property management revenue as well as improved sales, leasing and commercial mortgage
origination activity. Foreign currency translation had a $56.4 million negative impact on total revenue during the
year ended December 31, 2018, primarily driven by weakness in the Argentine peso and Brazilian real.
Cost of services increased by $1.1 billion, or 11.2%, for the year ended December 31, 2018 as compared to the
same period in 2017, primarily due to higher costs associated with our occupier outsourcing business. Also
contributing to the variance was higher commission expense resulting from improved sales and lease transaction
revenue. Foreign currency translation had a $48.2 million positive impact on total cost of services during the year
ended December 31, 2018. Cost of services as a percentage of revenue was consistent at 79.7% for the year ended
December 31, 2018 versus 79.8% for the same period in 2017.
40
Operating, administrative and other expenses increased by $210.7 million, or 15.0%, for the year ended
December 31, 2018 as compared to the year ended December 31, 2017. The increase was partly driven by higher
payroll-related costs (including increases in bonus and stock compensation expense) as well as increases in
consulting, marketing and occupancy costs. During 2018, we also incurred $27.4 million of severance costs in
connection with our reorganization, including cost-savings initiatives, and $8.9 million of costs as a result of a
litigation settlement, the impact of which was partly offset by lower integration and other costs associated with
acquisitions. Foreign currency translation had a $6.5 million positive impact on total operating expenses during the
year ended December 31, 2018.
In connection with the origination and sale of mortgage loans for which the company retains servicing rights,
we record servicing assets or liabilities based on the fair value of the retained mortgage servicing rights (MSRs) on
the date the loans are sold. Upon origination of a mortgage loan held for sale, the fair value of the mortgage
servicing rights to be retained is included in the forecasted proceeds from the anticipated loan sale and results in a
net gain (which is reflected in revenue). Subsequent to the initial recording, MSRs are amortized (within
amortization expense) and carried at the lower of amortized cost or fair value in other intangible assets in the
accompanying consolidated balance sheets. They are amortized in proportion to and over the estimated period that
the servicing income is expected to be received. For the year ended December 31, 2018, MSRs contributed to
operating income $173.7 million of gains recognized in conjunction with the origination and sale of mortgage loans,
offset by $115.7 million of amortization of related intangible assets. For the year ended December 31, 2017, MSRs
contributed to operating income $145.1 million of gains recognized in conjunction with the origination and sale of
mortgage loans, offset by $98.6 million of amortization of related intangible assets
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Revenue increased by $721.4 million, or 6.5%, for the year ended December 31, 2017 compared to the year
ended December 31, 2016. The revenue increase reflects strong organic growth fueled by higher occupier
outsourcing and property management revenue, improved leasing activity and higher loan servicing revenue.
Foreign currency translation had a $3.7 million negative impact on revenue during the year ended December 31,
2017, primarily driven by weakness in the Venezuelan bolivar, largely offset by strength in the Brazilian real and the
Canadian dollar.
Cost of services increased by $536.7 million, or 6.0%, for the year ended December 31, 2017 as compared to
the same period in 2016, primarily due to higher costs associated with our occupier outsourcing business and higher
professional bonuses in the United States. Also contributing to the variance was higher commission expense
resulting from improved lease transaction revenue. These items were partially offset by the impact of $11.9 million
of costs incurred during the year ended December 31, 2016 in connection with our cost-elimination project that did
not recur during the year ended December 31, 2017. Foreign currency translation had a $3.7 million positive impact
on cost of services during the year ended December 31, 2017. Cost of services as a percentage of revenue decreased
from 80.2% for the year ended December 31, 2016 to 79.8% for the year ended December 31, 2017, partly due to
cost-elimination expenses incurred in 2016 that did not recur in 2017.
Operating, administrative and other expenses increased by $48.1 million, or 3.5%, for the year ended
December 31, 2017 as compared to the year ended December 31, 2016. The increase was partly driven by higher
payroll-related costs (including increases in bonus and stock compensation expense due to improved operating
performance). Foreign currency also had a $9.0 million negative impact on total operating expenses during the year
ended December 31, 2017, which included a negative impact from foreign currency translation of $2.4 million and
$6.6 million of unfavorable foreign currency transaction activity over the year ended December 31, 2016 (part of
which related to net hedging activity in 2016, which did not recur in 2017). These increases were partially offset by
a decrease of $52.6 million in integration and other costs related to the GWS Acquisition incurred during the year
ended December 31, 2017 as well as the impact of $10.4 million of costs incurred during the year ended
December 31, 2016 as part of our cost-elimination project, which did not recur during the year ended December 31,
2017.
41
For the year ended December 31, 2017, MSRs contributed to operating income $145.1 million of gains
recognized in conjunction with the origination and sale of mortgage loans, offset by $98.6 million of amortization of
related intangible assets. For the year ended December 31, 2016, MSRs contributed to operating income $154.0
million of gains recognized in conjunction with the origination and sale of mortgage loans, offset by $73.3 million
of amortization of related intangible assets.
EMEA
The following table summarizes our results of operations for our EMEA operating segment for the years
ended December 31, 2018, 2017 and 2016 (dollars in thousands):
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
Revenue:
Fee revenue:
Occupier outsourcing ............................................. $1,466,525
185,260
Property management.............................................
187,515
Valuation ................................................................
10,755
Loan servicing ........................................................
Leasing ...................................................................
526,372
Capital Markets:
26.8% $1,167,364
168,710
165,082
10,989
446,446
3.4%
3.4%
0.2%
9.6%
26.6% $1,116,257
148,982
148,856
11,144
411,005
3.8%
3.8%
0.2%
10.2%
Sales.................................................................
Commercial mortgage origination...................
Other.......................................................................
428,810
5,768
32,076
Total fee revenue ...................................... 2,843,081
Pass through costs also recognized as revenue ............. 2,622,842
Total revenue ............................................ 5,465,923
397,130
7.8%
5,447
0.1%
0.7%
26,583
52.0% 2,387,751
48.0% 2,009,074
100.0% 4,396,825
334,398
9.0%
2,881
0.1%
0.6%
23,612
54.3% 2,197,135
45.7% 1,931,771
100.0% 4,128,906
Costs and expenses:
Cost of services ............................................................. 4,328,821
817,224
Operating, administrative and other..............................
80,290
Depreciation and amortization ......................................
239,588
Operating income.................................................................
1,523
Equity income from unconsolidated subsidiaries ................
Other income (loss)..............................................................
171
Less: Net income attributable to non-controlling
243
interests .............................................................................
Add-back: Depreciation and amortization ...........................
80,290
EBITDA............................................................................... $ 321,329
79.2% 3,409,908
688,900
15.0%
72,322
1.5%
225,695
4.3%
1,553
0.1%
(67)
0.0%
77.6% 3,245,455
685,412
15.7%
66,619
1.6%
131,420
5.1%
1,817
0.1%
22
0.0%
64
0.0%
1.5%
72,322
5.9% $ 299,439
476
0.0%
1.6%
66,619
6.8% $ 199,402
Adjusted EBITDA ............................................................... $ 329,522
6.0% $ 309,233
7.0% $ 272,894
27.0%
3.6%
3.6%
0.3%
10.0%
8.1%
0.1%
0.5%
53.2%
46.8%
100.0%
78.6%
16.6%
1.5%
3.3%
0.0%
0.0%
0.0%
1.5%
4.8%
6.6%
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Revenue increased by $1.1 billion, or 24.3%, for the year ended December 31, 2018 as compared to the same
period in 2017. We achieved strong organic growth fueled by higher occupier outsourcing revenue as well as higher
sales and leasing activity. Foreign currency translation also had a $145.8 million positive impact on total revenue
during the year ended December 31, 2018, primarily driven by strength in the British pound sterling and euro.
Cost of services increased by $918.9 million, or 26.9%, for the year ended December 31, 2018 as compared to
the same period in 2017, primarily due to higher costs associated with our occupier outsourcing business. In
addition, foreign currency translation had a $120.0 million negative impact on total cost of services during the year
ended December 31, 2018. Cost of services as a percentage of revenue increased from 77.6% for the year ended
December 31, 2017 to 79.2% for the year ended December 31, 2018, primarily driven by our revenue mix, with
occupier outsourcing revenue, which has a lower margin than sales and lease revenue, comprising a higher
percentage of revenue than in the prior year.
42
Operating, administrative and other expenses increased by $128.3 million, or 18.6%, for the year ended
December 31, 2018 as compared to the same period in 2017. This increase was primarily driven by higher payroll-
related costs (including increased bonus expense) and increases in marketing and occupancy costs. Foreign currency
translation also had a $23.8 million negative impact on total operating expenses during the year ended December 31,
2018.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Revenue increased by $267.9 million, or 6.5%, for the year ended December 31, 2017 as compared to the
same period in 2016. We achieved strong organic growth fueled by higher occupier outsourcing and property
management revenue, as well as higher sales and leasing activity. Such growth was partially offset by foreign
currency translation, which had a $42.6 million negative impact on total revenue during the year ended
December 31, 2017, primarily driven by weakness in the British pound sterling, partially offset by strength in the
euro.
Cost of services increased by $164.5 million, or 5.1%, for the year ended December 31, 2017 as compared to
the same period in 2016, primarily due to higher costs associated with our occupier outsourcing business and higher
professional bonuses, particularly in the United Kingdom resulting from improved operating performance. These
items were partly offset by foreign currency translation, which had a $44.1 million positive impact on cost of
services. In addition, we incurred $18.8 million of costs during the year ended December 31, 2016 in connection
with our cost-elimination project that did not recur during the year ended December 31, 2017. The absence of such
costs contributed to cost of services as a percentage of revenue decreasing from 78.6% for the year ended
December 31, 2016 to 77.6% for the year ended December 31, 2017.
Operating, administrative and other expenses increased by $3.5 million, or 0.5%, for the year ended
December 31, 2017 as compared to the same period in 2016. This increase was primarily driven by higher payroll-
related costs, including increased bonus and stock compensation expense due to improved operating performance
during the year ended December 31, 2017. These items were largely offset by a decrease of $38.1 million in
integration and other costs related to the GWS Acquisition incurred during the year ended December 31, 2017 as
well as the impact of $6.8 million of costs incurred during the year ended December 31, 2016 as part of our cost-
elimination project, which did not recur during the year ended December 31, 2017. Foreign currency also had a $1.3
million net positive impact on total operating expenses during the year ended December 31, 2017, including a $3.6
million positive impact from foreign currency translation, partially offset by $2.3 million of unfavorable foreign
currency transaction activity over the year ended December 31, 2016 (part of which related to net hedging activity in
2016, which did not recur in 2017).
43
Asia Pacific
The following table summarizes our results of operations for our Asia Pacific operating segment for the years
ended December 31, 2018, 2017 and 2016 (dollars in thousands):
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
Revenue:
Fee revenue:
Occupier outsourcing ............................................. $ 291,819
91,923
Property management.............................................
111,741
Valuation ................................................................
570
Loan servicing ........................................................
421,255
Leasing ...................................................................
Capital Markets:
Sales.................................................................
Commercial mortgage origination...................
Other.......................................................................
300,312
2,330
12,703
Total fee revenue ...................................... 1,232,653
974,882
Total revenue ............................................ 2,207,535
Pass through costs also recognized as revenue .............
Costs and expenses:
Cost of services ............................................................. 1,652,281
359,033
Operating, administrative and other..............................
20,297
Depreciation and amortization ......................................
175,924
Operating income.................................................................
Equity income from unconsolidated subsidiaries ................
433
Less: Net income attributable to non-controlling
—
interests .............................................................................
Add-back: Depreciation and amortization ...........................
20,297
EBITDA............................................................................... $ 196,654
13.2% $ 247,518
86,164
117,377
—
357,983
4.2%
5.1%
0.0%
19.1%
12.5% $ 214,040
74,602
110,125
—
312,184
4.3%
5.9%
0.0%
18.0%
304,344
13.6%
2,119
0.1%
0.5%
9,636
55.8% 1,125,141
858,345
44.2%
100.0% 1,983,486
15.3%
0.1%
0.6%
56.7%
43.3%
261,320
2,136
12,393
986,800
742,728
100.0% 1,729,528
74.8% 1,485,044
319,214
16.3%
18,258
0.9%
160,970
8.0%
397
0.0%
74.9% 1,302,050
301,097
16.1%
17,810
0.9%
108,571
8.1%
223
0.0%
—
0.0%
0.9%
18,258
8.9% $ 179,625
85
0.0%
0.9%
17,810
9.0% $ 126,519
Adjusted EBITDA ............................................................... $ 197,684
9.0% $ 180,043
9.1% $ 142,299
12.4%
4.3%
6.4%
0.0%
18.1%
15.1%
0.1%
0.7%
57.1%
42.9%
100.0%
75.3%
17.4%
1.0%
6.3%
0.0%
0.0%
1.0%
7.3%
8.2%
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Revenue increased by $224.0 million, or 11.3%, for the year ended December 31, 2018 as compared to the
year ended December 31, 2017. The revenue increase reflects strong organic growth, fueled by higher occupier
outsourcing and property management revenue as well as improved leasing activity. In addition, foreign currency
translation had a $10.0 million negative impact on total revenue during the year ended December 31, 2018,
primarily driven by weakness in the Australian dollar and Indian rupee, partially offset by strength in the Chinese
yuan, Japanese yen, Singapore dollar and Thai baht.
Cost of services increased by $167.2 million, or 11.3%, for the year ended December 31, 2018 as compared to
the same period in 2017, primarily driven by higher costs associated with our occupier outsourcing and property
management businesses. In addition, foreign currency translation had a $6.8 million positive impact on total cost of
services during the year ended December 31, 2018. Cost of services as a percentage of revenue was consistent at
74.8% for the year ended December 31, 2018 as compared to 74.9% for the year ended December 31, 2017.
Operating, administrative and other expenses increased by $39.8 million, or 12.5%, for the year ended
December 31, 2018 as compared to the same period in 2017. We incurred higher payroll-related costs (including
increased bonus expense) as well as increases in marketing, occupancy and travel costs during the year ended
December 31, 2018. Foreign currency activity also had an overall net negative impact of $6.9 million for the year
ended December 31, 2018, due to unfavorable foreign currency transaction activity of $7.8 million, partially offset
by a $0.9 million positive impact from foreign currency translation.
44
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Revenue increased by $254.0 million, or 14.7%, for the year ended December 31, 2017 as compared to the
year ended December 31, 2016. The revenue increase reflects strong organic growth, fueled by higher occupier
outsourcing and property management revenue as well as improved sales and leasing activity. In addition, foreign
currency translation had a $13.2 million positive impact on total revenue during the year ended December 31, 2017,
primarily driven by strength in the Australian dollar and Indian rupee, partially offset by weakness in the Chinese
yuan and Japanese yen.
Cost of services increased by $183.0 million, or 14.1%, for the year ended December 31, 2017 as compared to
the same period in 2016, driven by higher costs associated with our occupier outsourcing business. Also contributing
to the variance was higher commission expense resulting from improved sales and lease transaction revenue. In
addition, foreign currency translation had a $9.9 million negative impact on cost of services during the year ended
December 31, 2017. These items were partially offset by the impact of $6.4 million of costs incurred during the year
ended December 31, 2016 in connection with our cost-elimination project that did not recur during the year ended
December 31, 2017. The absence of such costs contributed to cost of services as a percentage of revenue decreasing
from 75.3% for the year ended December 31, 2016 to 74.9% for the year ended December 31, 2017.
Operating, administrative and other expenses increased by $18.1 million, or 6.0%, for the year ended
December 31, 2017 as compared to the same period in 2016. We incurred higher payroll-related costs (including
increased stock compensation and bonus expense due to improved operating performance) during the year ended
December 31, 2017. This was partially offset by a decrease of $6.0 million in integration and other costs related to
the GWS Acquisition incurred during the year ended December 31, 2017 as well as the impact of $2.9 million of
costs incurred during the year ended December 31, 2016 as part of our cost-elimination project, which did not recur
during the year ended December 31, 2017. Foreign currency activity also had an overall net positive impact of $9.3
million for the year ended December 31, 2017, due to $11.1 million of favorable foreign currency transaction
activity over the year ended December 31, 2016 (part of which related to net hedging activity in 2016, which did not
recur in 2017), partially offset by a $1.8 million negative impact from foreign currency translation.
Global Investment Management
The following table summarizes our results of operations for our Global Investment Management operating
segment for the years ended December 31, 2018, 2017 and 2016 (dollars in thousands):
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
100.0% $ 377,644
100.0% $ 369,800
100.0%
Revenue................................................................................ $ 434,405
Costs and expenses:
Operating, administrative and other..............................
Depreciation and amortization ......................................
Operating income................................................................. $
Equity income from unconsolidated subsidiaries ................
Other (loss) income..............................................................
Less: Net income attributable to non-controlling
Interests .............................................................................
Add-back: Depreciation and amortization ...........................
EBITDA............................................................................... $
344,312
23,017
67,076
6,131
(10,840)
2,360
23,017
83,024
79.3%
5.3%
15.4% $
1.4%
(2.5%)
285,831
24,123
67,690
7,923
9,435
75.7%
6.4%
17.9% $
2.1%
2.5%
297,194
25,911
46,695
7,243
4,756
0.5%
5.3%
6,280
24,123
19.1% $ 102,891
1.7%
6.4%
27.2% $
7,174
25,911
77,431
80.4%
7.0%
12.6%
1.9%
1.3%
1.9%
7.0%
20.9%
22.5%
Adjusted EBITDA ............................................................... $
78,469
18.1% $
94,373
25.0% $
83,150
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
45
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Revenue increased by $56.8 million, or 15.0%, for the year ended December 31, 2018 as compared to the year
ended December 31, 2017, primarily driven by higher asset management and incentive fees as well as higher carried
interest revenue. Foreign currency translation also had a $9.1 million positive impact on total revenue during the
year ended December 31, 2018, primarily driven by strength in the British pound sterling and euro. These items
were partially offset by lower acquisition fees in the current year.
Operating, administrative and other expenses increased by $58.5 million, or 20.5%, for the year ended
December 31, 2018 as compared to the same period in 2017, primarily driven by higher carried interest expense as
well as higher payroll-related costs (including bonuses). Additionally, foreign currency translation had a $7.1
million negative impact on total operating expenses during the year ended December 31, 2018.
A roll forward of our AUM by product type for the year ended December 31, 2018 is as follows (dollars in
billions):
Balance at January 1, 2018...................................................................... $
Inflows.....................................................................................................
Outflows ..................................................................................................
Market appreciation (depreciation) .........................................................
Balance at December 31, 2018................................................................ $
31.7 $
7.1
(5.4)
1.6
35.0 $
56.7 $
7.6
(4.0)
(0.1)
60.2 $
14.8 $
1.6
(4.5)
(1.6)
10.3 $
103.2
16.3
(13.9)
(0.1)
105.5
Funds
Separate Accounts Securities
Total
AUM generally refers to the properties and other assets with respect to which we provide (or participate in)
oversight, investment management services and other advice, and which generally consist of real estate properties or
loans, securities portfolios and investments in operating companies and joint ventures. Our AUM is intended
principally to reflect the extent of our presence in the real estate market, not the basis for determining our
management fees. Our assets under management consist of:
•
•
the total fair market value of the real estate properties and other assets either wholly-owned or held by
joint ventures and other entities in which our sponsored funds or investment vehicles and client accounts
have invested or to which they have provided financing. Committed (but unfunded) capital from
investors in our sponsored funds is not included in this component of our AUM. The value of
development properties is included at estimated completion cost. In the case of real estate operating
companies, the total value of real properties controlled by the companies, generally through joint
ventures, is included in AUM; and
the net asset value of our managed securities portfolios, including investments (which may be
comprised of committed but uncalled capital) in private real estate funds under our fund of funds
investments.
Our calculation of AUM may differ from the calculations of other asset managers, and as a result, this
measure may not be comparable to similar measures presented by other asset managers.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Revenue increased by $7.8 million, or 2.1%, for the year ended December 31, 2017 as compared to the year
ended December 31, 2016, primarily driven by higher carried interest revenue. Foreign currency translation had a
$1.6 million negative impact on total revenue during the year ended December 31, 2017, primarily driven by
weakness in the British pound sterling, partially offset by strength in the euro.
46
Operating, administrative and other expenses decreased by $11.4 million, or 3.8%, for the year ended
December 31, 2017 as compared to the same period in 2016, primarily driven by the impact of $21.3 million of costs
incurred during the year ended December 31, 2016 in connection with our cost-elimination project that did not recur
during the year ended December 31, 2017. This was partly offset by higher carried interest expense incurred in
2017. Foreign currency had a $0.1 million net positive impact on total operating expenses during the year ended
December 31, 2017, which included a $0.7 million positive impact from foreign currency translation, most offset by
$0.6 million of unfavorable foreign currency transaction activity over the year ended December 31, 2016 (part of
which related to net hedging activity in 2016, which did not recur in 2017).
A roll forward of our AUM by product type for the year ended December 31, 2017 is as follows (dollars in
billions):
Balance at January 1, 2017...................................................................... $
Inflows.....................................................................................................
Outflows ..................................................................................................
Market appreciation (depreciation) .........................................................
Balance at December 31, 2017................................................................ $
31.6 $
5.8
(5.9)
0.2
31.7 $
37.5 $
17.5
(4.9)
6.6
56.7 $
17.5 $
1.9
(6.0)
1.4
14.8 $
86.6
25.2
(16.8)
8.2
103.2
Funds
Separate Accounts Securities
Total
We describe above how we calculate AUM. Also, as noted above, our calculation of AUM may differ from
the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures
presented by other asset managers.
Development Services
The following table summarizes our results of operations for our Development Services operating segment for
the years ended December 31, 2018, 2017 and 2016 (dollars in thousands):
Revenue:
Property management ................................................... $
Leasing ..........................................................................
Capital Markets:
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
8,666
4,683
8.6% $
4.7%
13,914
4,051
17.5% $
5.1%
9,502
4,436
13.4%
6.2%
Sales .......................................................................
650
0.6%
977
1.2%
1,333
1.9%
Other:
Development services ............................................
86,320
Total revenue................................................... 100,319
86.1%
100.0%
60,513
79,455
76.2%
100.0%
55,638
70,909
78.5%
100.0%
Costs and expenses:
Operating, administrative and other.............................. 228,988
828
Depreciation and amortization ......................................
Gain on disposition of real estate.........................................
14,874
Operating loss ...................................................................... (114,623)
Equity income from unconsolidated subsidiaries ................ 302,400
Less: Net income attributable to non-controlling
126
interests .............................................................................
Add-back: Depreciation and amortization ...........................
828
EBITDA and Adjusted EBITDA ......................................... $ 188,479
228.3% 159,223
2,073
0.8%
19,828
14.8%
(114.3%)
(62,013)
301.5% 181,545
200.4% 139,160
2,469
2.6%
15,862
25.0%
(78.0%)
(54,858)
228.5% 170,176
0.1%
0.8%
123
2,073
187.9% $ 121,482
0.2%
2.6%
4,356
2,469
152.9% $ 113,431
196.3%
3.5%
22.4%
(77.4%)
240.0%
6.1%
3.5%
160.0%
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
47
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Revenue increased by $20.9 million, or 26.3%, for the year ended December 31, 2018 as compared to the year
ended December 31, 2017, primarily driven by higher development and incentive fees during the year ended
December 31, 2018.
Operating, administrative and other expenses increased by $69.8 million, or 43.8%, for the year ended
December 31, 2018 as compared to the same period in 2017. This increase was primarily driven by higher payroll-
related costs, particularly increased bonus expense during the year ended December 31, 2018 due to improved
performance (property sales reflected in equity income from unconsolidated subsidiaries were significantly higher
during the year ended December 31, 2018).
As of December 31, 2018, development projects in process totaled $9.0 billion, up $0.2 billion from third-
quarter 2018. The pipeline increased by $0.1 billion during the fourth quarter to $3.7 billion.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Revenue increased by $8.5 million, or 12.1%, for the year ended December 31, 2017 as compared to the year
ended December 31, 2016, primarily driven by higher management and development fees during the year ended
December 31, 2017.
Operating, administrative and other expenses increased by $20.1 million, or 14.4%, for the year ended
December 31, 2017 as compared to the same period in 2016. This increase was primarily driven by higher payroll-
related costs, including increased bonus expense during the year ended December 31, 2017 due to improved
operating performance (property sales reflected in equity income from unconsolidated subsidiaries and gain on
disposition of real estate were significantly higher during the year ended December 31, 2017).
As of December 31, 2017, development projects in process totaled $6.8 billion, up $0.2 billion from year-end
2016. The new projects pipeline totaled $3.8 billion at December 31, 2017, down $0.4 billion from year-end 2016.
Liquidity and Capital Resources
We believe that we can satisfy our working capital and funding requirements with internally generated cash
flow and, as necessary, borrowings under our revolving credit facility. Our expected capital requirements for 2019
include up to approximately $210 million of anticipated capital expenditures, net of tenant concessions. As of
December 31, 2018, we had aggregate commitments of $53.7 million to fund future co-investments in our Global
Investment Management business, $24.3 million of which is expected to be funded in 2019. Additionally, as of
December 31, 2018, we are committed to fund $34.7 million of additional capital to unconsolidated subsidiaries
within our Development Services business, which we may be required to fund at any time. As of December 31,
2018, we had $2.8 billion of borrowings available under our $2.8 billion revolving credit facility.
We have historically relied on our internally generated cash flow and our revolving credit facility to fund our
working capital, capital expenditure and general investment requirements (including strategic in-fill acquisitions)
and have not sought other external sources of financing to help fund these requirements. In the absence of
extraordinary events or a large strategic acquisition, we anticipate that our cash flow from operations and our
revolving credit facility would be sufficient to meet our anticipated cash requirements for the foreseeable future, and
at a minimum for the next 12 months. We may seek to take advantage of market opportunities to refinance existing
debt instruments, as we have done in the past, with new debt instruments at interest rates, maturities and terms we
deem attractive. We may also, from time to time in our sole discretion, purchase, redeem, or retire our existing
senior notes, through tender offers, in privately negotiated or open market transactions, or otherwise.
In March 2018, we redeemed the $800.0 million aggregate outstanding principal amount of our 5.00% senior
notes in full. We funded this redemption with $550.0 million of borrowings from our tranche A term loan facility
and borrowings from our revolving credit facility under our credit agreement.
48
As noted above, we believe that any future significant acquisitions that we may make could require us to
obtain additional debt or equity financing. In the past, we have been able to obtain such financing for material
transactions on terms that we believed to be reasonable. However, it is possible that we may not be able to obtain
acquisition financing on favorable terms, or at all, in the future if we decide to make any further significant
acquisitions.
Our long-term liquidity needs, other than those related to ordinary course obligations and commitments such
as operating leases, are generally comprised of two elements. The first is the repayment of the outstanding and
anticipated principal amounts of our long-term indebtedness. We are unable to project with certainty whether our
long-term cash flow from operations will be sufficient to repay our long-term debt when it comes due. If our cash
flow is insufficient, then we expect that we would need to refinance such indebtedness or otherwise amend its terms
to extend the maturity dates. We cannot make any assurances that such refinancing or amendments would be
available on attractive terms, if at all.
The second long-term liquidity need is the payment of obligations related to acquisitions. Our acquisition
structures often include deferred and/or contingent purchase price payments in future periods that are subject to the
passage of time or achievement of certain performance metrics and other conditions. As of December 31, 2018 and
2017, we had accrued $136.3 million ($41.7 million of which was a current liability) and $83.6 million ($23.2
million of which was a current liability), respectively, of deferred purchase consideration, which was included in
accounts payable and accrued expenses and in other long-term liabilities in the accompanying consolidated balance
sheets set forth in Item 8 of this Annual Report.
In addition, on October 27, 2016, we announced that our board of directors had authorized the company to
repurchase up to an aggregate of $250.0 million of our Class A common stock over three years. As of December 31,
2018, we have spent $161.0 million to repurchase 3,980,656 shares of our Class A common stock with an average
price paid per share of $40.43. During the month of January 2019, we spent $45.1 million to repurchase an
additional 1,144,449 shares of our Class A common stock with an average price paid per share of $39.38.
Additionally, on February 28, 2019, our board of directors authorized a new program for the company to repurchase
up to $300.0 million of our Class A common stock over three years, effective March 11, 2019. The existing program
will terminate upon the effectiveness of the new program. Our stock repurchases have been funded with cash on
hand. The timing of future repurchases and the actual amounts repurchased will depend on a variety of factors,
including the market price of our common stock, general market and economic conditions and other factors.
Historical Cash Flows
Operating Activities
Net cash provided by operating activities totaled $1.1 billion for the year ended December 31, 2018, an
increase of $236.8 million as compared to the year ended December 31, 2017. The increase in net cash provided by
operating activities was primarily due to improved operating performance as well as a higher distribution of earnings
from unconsolidated subsidiaries during the year ended December 31, 2018.
Net cash provided by operating activities totaled $894.4 million for the year ended December 31, 2017, an
increase of $277.4 million as compared to the year ended December 31, 2016. The increase in net cash provided by
operating activities was primarily due to improved operating performance.
Investing Activities
Net cash used in investing activities totaled $560.7 million for the year ended December 31, 2018, an increase
of $258.1 million as compared to the year ended December 31, 2017. The increase in cash used in investing
activities was primarily driven by $204.1 million more incurred for acquisitions (driven by the FacilitySource
Acquisition) and an increase of $49.8 million in capital expenditures during the year ended December 31, 2018.
Net cash used in investing activities totaled $302.6 million for the year ended December 31, 2017, an increase
of $152.1 million as compared to the year ended December 31, 2016. The increase in net cash used in investing
activities was primarily driven by $97.4 million more invested in in-fill acquisitions during the year ended
December 31, 2017 as well as the impact of $44.3 million of net proceeds from disposition of real estate held for
investment in 2016 that did not recur in the current year.
49
Financing Activities
Net cash used in financing activities totaled $506.6 million for the year ended December 31, 2018, a decrease
of $121.1 million as compared to the year ended December 31, 2017. This decrease was primarily due to $1.1 billion
of higher net borrowings from our senior term loans during the year ended December 31, 2018, largely offset by the
full redemption of the $800.0 million aggregate outstanding principal amount of our 5.00% senior notes (including
$20.0 million premium) as well as the $161.0 million repurchase of our common stock during the year ended
December 31, 2018.
Net cash used in financing activities totaled $627.7 million for the year ended December 31, 2017, an increase
of $407.1 million as compared to the year ended December 31, 2016. The increase was primarily due to $415.6
million of higher net repayments of senior term loans during the year ended December 31, 2017.
Summary of Contractual Obligations and Other Commitments
The following is a summary of our various contractual obligations and other commitments as of December 31,
2018 (dollars in thousands):
Payments Due by Period
Total
Contractual Obligations
Total gross long-term debt (1) ........................................................ $ 1,787,134 $
3,146 $
Short-term borrowings (2) .............................................................. 1,328,761 1,328,761
238,954
Operating leases (3) ........................................................................ 1,489,223
—
Defined benefit pension liability (4) ...............................................
112,990
Total gross notes payable on real estate..........................................
(non-recourse) (5)........................................................................
Deferred purchase consideration (6)...............................................
3,096
41,716
Total Contractual Obligations .............................................. $ 4,861,033 $ 1,615,673 $
6,576
136,349
Less than
1 year
More than
5 years
1 - 3 years 3 - 5 years
536 $
—
421,556
—
758,452 $ 1,025,000
—
510,741
112,990
—
317,972
—
3,480
53,711
—
—
479,283 $ 1,117,346 $ 1,648,731
—
40,922
Other Commitments
Self-insurance reserves (7).............................................................. $
Tax liabilities (8).............................................................................
Co-investments (3) (9) ....................................................................
Letters of credit (3) .........................................................................
Guarantees (3) (10) .........................................................................
Total Other Commitments .................................................... $
Total
112,977 $
99,927
88,466
74,949
56,287
432,606 $
1 - 3 years 3 - 5 years
— $
24,743
27,477
—
—
52,220 $
— $
38,879
495
—
—
39,374 $
112,977 $
8,199
59,045
74,949
56,287
311,457 $
More than
5 years
—
28,106
1,449
—
—
29,555
Amount of Other Commitments Expiration
Less than
1 year
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Reflects gross outstanding long-term debt balances as of December 31, 2018, assumed to be paid at maturity, excluding unamortized
discount, premium and deferred financing costs. See Note 11 of our Notes to the Consolidated Financial Statements set forth in Item 8 of
this Annual Report. Figures do not include scheduled interest payments. Assuming each debt obligation is held until maturity, we estimate
that we will make the following interest payments (dollars in thousands): 2019 – $65,083; 2020 to 2021 – $130,166; 2022 to 2023 –
$118,296 and thereafter – $90,145.
Represents our warehouse lines of credit, which are recourse only to our wholly-owned subsidiary CBRE Capital Markets, Inc. (CBRE
Capital Markets) and are secured by our related warehouse receivables. See Notes 5 and 11 of our Notes to the Consolidated Financial
Statements set forth in Item 8 of this Annual Report.
See Note 12 of our Notes to the Consolidated Financial Statements set forth in Item 8 of this Annual Report.
See Note 13 of our Notes to the Consolidated Financial Statements set forth in Item 8 of this Annual Report. These obligations are related,
either wholly or partially, to the future retirement of our employees and such retirement dates are not predictable. An undeterminable
portion of this amount will be paid in years one through five.
Amounts do not include scheduled interest payments. The notes have either fixed or variable interest rates, ranging from 4.25% to 5.25%
at December 31, 2018.
Represents deferred obligations related to previous acquisitions, which are included in accounts payable and accrued expenses and other
long-term liabilities in the consolidated balance sheets at December 31, 2018 set forth in Item 8 of this Annual Report.
Represents outstanding reserves for claims under certain insurance programs, which are included in other current and other long-term
liabilities in the consolidated balance sheets at December 31, 2018 set forth in Item 8 of this Annual Report. Due to the nature of this item,
payments could be due at any time upon the occurrence of certain events. Accordingly, the entire balance has been reflected as expiring in
less than one year.
50
(8)
(9)
As of December 31, 2018, our current and non-current tax liabilities, including interest and penalties, totaled $81.7 million. Of this
amount, we can reasonably estimate that $0.8 million will require cash settlement in less than one year. We are unable to reasonably
estimate the timing of the effective settlement of tax positions for the remaining $80.9 million.
In addition, in connection with the Tax Act, as of December 31, 2018, we have a remaining federal tax liability of $99.1 million (of which
$7.4 million is due in less than one year) associated with the transition tax on mandatory deemed repatriation of cumulative foreign
earnings as of December 31, 2017. The federal tax liability for the transition tax can be paid in annual interest-free installments over a
period of eight years through 2025, which we have elected to do. See Note 14 of our Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report.
Includes $53.7 million related to our Global Investment Management segment, $24.3 million of which is expected to be funded in 2019,
and $34.7 million related to our Development Services segment (callable at any time).
(10) Due to the nature of guarantees, payments could be due at any time upon the occurrence of certain triggering events, including default.
Accordingly, all guarantees are reflected as expiring in less than one year.
Indebtedness
Our level of indebtedness increases the possibility that we may be unable to pay the principal amount of our
indebtedness and other obligations when due. In addition, we may incur additional debt from time to time to finance
strategic acquisitions, investments, joint ventures or for other purposes, subject to the restrictions contained in the
documents governing our indebtedness. If we incur additional debt, the risks associated with our leverage, including
our ability to service our debt, would increase.
Long-Term Debt
We maintain credit facilities with third-party lenders, which we use for a variety of purposes. On January 9,
2015, CBRE Services, Inc. (CBRE Services), our wholly-owned subsidiary, entered into the 2015 Credit Agreement
with a syndicate of banks jointly led by Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities
LLC and Credit Suisse AG (CS). On March 21, 2016, CBRE Services executed an amendment to the 2015 Credit
Agreement that, among other things, extended the maturity on the revolving credit facility to March 2021 and
increased the borrowing capacity under the revolving credit facility by $200.0 million. On October 31, 2017, we
entered into a new Credit Agreement (the 2017 Credit Agreement), which refinanced and replaced the 2015 Credit
Agreement. We used $200.0 million of borrowings from the tranche A term loan facility and $83.0 million of
revolving credit facility borrowings under the 2017 Credit Agreement, in addition to cash on hand, to repay all
amounts outstanding under the 2015 Credit Agreement. On December 20, 2018, CBRE Global Acquisition
Company, a wholly-owned subsidiary of CBRE Services, entered into an incremental term loan assumption
agreement with a syndicate of banks jointly led by Wells Fargo Bank and National Westminster Bank plc to
establish a new euro term loan facility under the 2017 Credit Agreement in an aggregate principal amount of 400.0
million euros. The proceeds of the new euro term loan facility were used to repay a portion of the U.S. dollar
denominated term loans outstanding under the 2017 Credit Agreement.
The 2017 Credit Agreement is a senior unsecured credit facility that is jointly and severally guaranteed by us
and certain of our subsidiaries. The 2017 Credit Agreement currently provides for the following: (1) a $2.8 billion
revolving credit facility, which includes the capacity to obtain letters of credit and swingline loans and matures on
October 31, 2022, (2) a $750.0 million delayed draw tranche A term loan facility, requiring quarterly principal
payments, which begin on March 5, 2018 and continue through maturity on October 31, 2022, provided that in the
event that our leverage ratio (as defined in the 2017 Credit Agreement) is less than or equal to 2.50 to 1.00 on the
last day of the fiscal quarter immediately preceding any such payment date, no such quarterly principal payment
shall be required on such date and (3) a 400.0 million euro term loan facility due and payable in full at maturity on
December 20, 2023.
On August 13, 2015, CBRE Services issued $600.0 million in aggregate principal amount of 4.875% senior
notes due March 1, 2026 at a price equal to 99.24% of their face value. The 4.875% senior notes are unsecured
obligations of CBRE Services, senior to all of its current and future subordinated indebtedness, but effectively
subordinated to all of its current and future secured indebtedness. The 4.875% senior notes are jointly and severally
guaranteed on a senior basis by us and each domestic subsidiary of CBRE Services that guarantees our 2017 Credit
Agreement. Interest accrues at a rate of 4.875% per year and is payable semi-annually in arrears on March 1 and
September 1.
51
On September 26, 2014, CBRE Services issued $300.0 million in aggregate principal amount of 5.25% senior
notes due March 15, 2025. On December 12, 2014, CBRE Services issued an additional $125.0 million in aggregate
principal amount of 5.25% senior notes due March 15, 2025 at a price equal to 101.5% of their face value, plus
interest deemed to have accrued from September 26, 2014. The 5.25% senior notes are unsecured obligations of
CBRE Services, senior to all of its current and future subordinated indebtedness, but effectively subordinated to all
of its current and future secured indebtedness. The 5.25% senior notes are jointly and severally guaranteed on a
senior basis by us and each domestic subsidiary of CBRE Services that guarantees our 2017 Credit
Agreement. Interest accrues at a rate of 5.25% per year and is payable semi-annually in arrears on March 15 and
September 15.
On March 14, 2013, CBRE Services issued $800.0 million in aggregate principal amount of 5.00% senior
notes due March 15, 2023. The 5.00% senior notes were unsecured obligations of CBRE Services, senior to all of its
current and future subordinated indebtedness, but effectively subordinated to all of its current and future secured
indebtedness. The 5.00% senior notes were jointly and severally guaranteed on a senior basis by us and each
domestic subsidiary of CBRE Services that guaranteed our 2017 Credit Agreement. Interest accrued at a rate of
5.00% per year and was payable semi-annually in arrears on March 15 and September 15. The 5.00% senior notes
were redeemable at our option, in whole or in part, on March 15, 2018 at a redemption price of 102.5% of the
principal amount on that date. We redeemed these notes in full on March 15, 2018 and incurred charges of $28.0
million, including a premium of $20.0 million and the write-off of $8.0 million of unamortized deferred financing
costs. We funded this redemption with $550.0 million of borrowings from our tranche A term loan facility and
borrowings from our revolving credit facility under our 2017 Credit Agreement.
The indentures governing our 4.875% senior notes and 5.25% senior notes contain restrictive covenants that,
among other things, limit our ability to create or permit liens on assets securing indebtedness, enter into
sale/leaseback transactions and enter into consolidations or mergers.
For additional information on all of our long-term debt, see Note 11 of the Notes to Consolidated Financial
Statements set forth in Item 8 of this Annual Report.
Short-Term Borrowings
Our wholly-owned subsidiary, CBRE Capital Markets, has the following warehouse lines of credit: i) credit
agreements with JP Morgan Chase Bank, N.A., Bank of America, TD Bank, N.A. and Capital One, N.A. for the
purpose of funding mortgage loans that will be resold; and ii) a funding arrangement with Federal National
Mortgage Association, or Fannie Mae, for the purpose of selling a percentage of certain closed multifamily loans to
Fannie Mae. For more information on these warehouse lines, see Notes 5 and 11 of the Notes to Consolidated
Financial Statements set forth in Item 8 of this Annual Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk primarily consists of foreign currency exchange rate fluctuations related to our
international operations and changes in interest rates on debt obligations. We manage such risk primarily by
managing the amount, sources, and duration of our debt funding and by using derivative financial instruments. We
apply the “Derivatives and Hedging” Topic of the Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) (Topic 815) when accounting for derivative financial instruments. In all cases, we
view derivative financial instruments as a risk management tool and, accordingly, do not use derivatives for trading
or speculative purposes.
Exchange Rates
Our foreign operations expose us to fluctuations in foreign exchange rates. These fluctuations may impact the
value of our cash receipts and payments in terms of our functional (reporting) currency, which is U.S. dollars. See
the discussion of international operations, which is included in Item 7. “Management's Discussion and Analysis of
Financial Condition and Results of Operations” under the caption “International Operations” and is incorporated by
reference herein.
52
Interest Rates
We manage our interest expense by using a combination of fixed and variable rate debt. We enter into interest
rate swap agreements to attempt to hedge the variability of future interest payments due to changes in interest rates.
The estimated fair value of our senior term loans was approximately $757.0 million at December 31, 2018.
Based on dealers’ quotes, the estimated fair values of our 4.875% senior notes and 5.25% senior notes were $616.4
million and $443.7 million, respectively, at December 31, 2018.
We utilize sensitivity analyses to assess the potential effect on our variable rate debt. If interest rates were to
increase 100 basis points on our outstanding variable rate debt at December 31, 2018, the net impact of the
additional interest cost would be a decrease of $5.6 million on pre-tax income and a decrease of $5.6 million in cash
provided by operating activities for the year ended December 31, 2018.
53
Item 8.
Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Report of Independent Registered Public Accounting Firm.................................................................................
Consolidated Balance Sheets at December 31, 2018 and 2017............................................................................
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 ......................
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016......
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016.....................
Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016.............................
Notes to Consolidated Financial Statements ........................................................................................................
Page
55
57
58
59
60
62
64
Quarterly Results of Operations (Unaudited) .......................................................................................................
121
FINANCIAL STATEMENT SCHEDULES:
Schedule II -Valuation and Qualifying Accounts.................................................................................................
125
All other schedules are omitted because they are either not applicable, not required or the information required is
included in the Consolidated Financial Statements, including the notes thereto.
54
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
CBRE Group, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of CBRE Group, Inc. and subsidiaries (the
Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive
income, cash flows, and equity for each of the years in the three-year period ended December 31, 2018, and the
related notes and financial statement schedule II (collectively, the consolidated financial statements). We also have
audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2018, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2018 based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
CBRE Group, Inc. acquired FacilitySource during 2018 (the Acquired Business) as defined in Note 4 to the
consolidated financial statements, and management excluded from its assessment of the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2018, the Acquired Business’s internal
control over financial reporting associated with total assets of $372.5 million and total revenues of $121.6 million
included in the consolidated financial statements of CBRE Group, Inc. and subsidiaries as of and for the year ended
December 31, 2018. Our audit of internal control over financial reporting of the Company also excluded an
evaluation of the internal control over financial reporting of the Acquired Business.
Change in Accounting Principle
As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting
for revenue from contracts with customers in 2018 due to the adoption of Accounting Standards Codification Topic
606, Revenue from Contracts with Customers.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
55
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ KPMG LLP
We have served as the Company’s auditor since 2008.
Los Angeles, California
March 1, 2019
56
CBRE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
December 31,
2018
2017
(As Adjusted)
$
777,219 $
86,725
Current Assets:
ASSETS
Cash and cash equivalents ...........................................................................................................
Restricted cash.............................................................................................................................
Receivables, less allowance for doubtful accounts of $60,348 and $46,789 at
December 31, 2018 and 2017, respectively..............................................................................
Warehouse receivables ................................................................................................................
Contract assets .............................................................................................................................
Prepaid expenses .........................................................................................................................
Income taxes receivable...............................................................................................................
Other current assets .....................................................................................................................
Total Current Assets .............................................................................................................
Property and equipment, net...............................................................................................................
Goodwill.............................................................................................................................................
Other intangible assets, net of accumulated amortization of $1,180,393 and $1,000,738 at
December 31, 2018 and 2017, respectively ....................................................................................
Investments in unconsolidated subsidiaries .......................................................................................
Deferred tax assets, net.......................................................................................................................
Other assets, net..................................................................................................................................
Total Assets ..........................................................................................................................
Current Liabilities:
LIABILITIES AND EQUITY
Accounts payable and accrued expenses .....................................................................................
Accrued bonus and profit sharing................................................................................................
Compensation and employee benefits payable............................................................................
Contract liabilities .......................................................................................................................
Income taxes payable ..................................................................................................................
Short-term borrowings:
Warehouse lines of credit (which fund loans that U.S. Government Sponsored
Enterprises have committed to purchase) ..........................................................................
Other .....................................................................................................................................
Total short-term borrowings ..........................................................................................
Current maturities of long-term debt..................................................................................................
Other current liabilities.......................................................................................................................
Total Current Liabilities .......................................................................................................
Long-term debt, net of current maturities ..........................................................................................
Non-current tax liabilities...................................................................................................................
Deferred tax liabilities, net .................................................................................................................
Other liabilities ...................................................................................................................................
Total Liabilities.....................................................................................................................
Commitments and contingencies........................................................................................................
Equity:
$
$
CBRE Group, Inc. Stockholders’ Equity:
Class A common stock; $0.01 par value; 525,000,000 shares authorized;
336,912,783 and 339,459,138 shares issued and outstanding at
December 31, 2018 and 2017, respectively.......................................................................
Additional paid-in capital .....................................................................................................
Accumulated earnings ..........................................................................................................
Accumulated other comprehensive loss ...............................................................................
Total CBRE Group, Inc. Stockholders’ Equity..............................................................
Non-controlling interests .............................................................................................................
Total Equity ..........................................................................................................................
Total Liabilities and Equity ..................................................................................................
$
751,774
73,045
3,112,289
928,038
273,053
215,336
49,628
227,421
5,630,584
617,739
3,254,740
1,399,112
238,001
98,746
479,474
11,718,396
1,573,672
1,078,345
904,434
100,615
70,634
910,766
16
910,782
8
74,454
4,712,944
1,999,603
140,792
147,218
543,225
7,543,782
—
3,395
1,220,508
3,443,007
(552,414)
4,114,496
60,118
4,174,614
11,718,396
3,668,591
1,342,468
307,020
254,892
71,684
245,611
6,754,210
721,692
3,652,309
1,441,308
216,174
51,703
619,397
13,456,793 $
1,919,827 $
1,189,395
1,121,179
82,227
68,100
1,328,761
—
1,328,761
3,146
90,745
5,803,380
1,767,260
172,626
107,425
596,200
8,446,891
—
3,369
1,149,013
4,504,684
(718,269)
4,938,797
71,105
5,009,902
13,456,793 $
The accompanying notes are an integral part of these consolidated financial statements.
57
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share data)
2018
Year Ended December 31,
2017
(As Adjusted)
18,628,787 $
2016
(As Adjusted)
17,369,108
Revenue ........................................................................................................................ $
Costs and expenses:
Cost of services......................................................................................................
Operating, administrative and other ......................................................................
Depreciation and amortization...............................................................................
Total costs and expenses.................................................................................
Gain on disposition of real estate .................................................................................
Operating income .........................................................................................................
Equity income from unconsolidated subsidiaries.........................................................
Other income ................................................................................................................
Interest income .............................................................................................................
Interest expense ............................................................................................................
Write-off of financing costs on extinguished debt .......................................................
Income before provision for income taxes ...................................................................
Provision for income taxes ...........................................................................................
Net income ...................................................................................................................
Less: Net income attributable to non-controlling interests .........................................
Net income attributable to CBRE Group, Inc. ............................................................. $
21,340,088 $
16,449,212
3,365,773
451,988
20,266,973
14,874
1,087,989
324,664
93,020
8,585
107,270
27,982
1,379,006
313,058
1,065,948
2,729
1,063,219 $
Basic income per share:
14,305,099
2,858,720
406,114
17,569,933
19,828
1,078,682
210,207
9,405
9,853
136,814
—
1,171,333
467,757
703,576
6,467
697,109 $
13,420,911
2,780,301
366,927
16,568,139
15,862
816,831
197,351
4,688
8,051
144,851
—
882,070
296,900
585,170
12,091
573,079
Net income per share attributable to CBRE Group, Inc. ....................................... $
3.13 $
2.06 $
1.71
Weighted average shares outstanding for basic income per
share....................................................................................................................
339,321,056
337,658,017
335,414,831
Diluted income per share:
Net income per share attributable to CBRE Group, Inc. ....................................... $
3.10 $
2.05 $
1.69
Weighted average shares outstanding for diluted income per
share....................................................................................................................
343,122,741
340,783,556
338,424,563
The accompanying notes are an integral part of these consolidated financial statements.
58
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Net income
Other comprehensive (loss) income:
$
Foreign currency translation (loss) gain ................................................................
Adoption of Accounting Standards Update 2016-01, net of $2,141 income tax
benefit for the year ended December 31, 2018...................................................
Amounts reclassified from accumulated other comprehensive loss to interest
expense, net of $876, $3,066 and $4,443 income tax expense for the years
ended December 31, 2018, 2017 and 2016, respectively...................................
Unrealized gains (losses) on interest rate swaps, net of $254 and $362
income tax expense and $929 income tax benefit for the years ended
December 31, 2018, 2017 and 2016, respectively..............................................
Unrealized holding (losses) gains on available for sale debt securities,
net of $349 income tax benefit and $1,685 and $250 income tax
expense for the years ended December 31, 2018, 2017 and 2016,
respectively.........................................................................................................
Pension liability adjustments, net of $269 and $2,601 income tax expense
and $13,057 income tax benefit for the years ended December 31, 2018,
2017 and 2016, respectively ...............................................................................
Other, net of $3,550 income tax benefit, $342 income tax expense and
$3,705 income tax benefit for the years ended December 31, 2018, 2017
and 2016, respectively ........................................................................................
Total other comprehensive (loss) income..............................................................
Comprehensive income ................................................................................................
Less: Comprehensive income attributable to non-controlling
interests......................................................................................................................
Comprehensive income attributable to CBRE Group, Inc. .......................................... $
Year Ended December 31,
2017
(As Adjusted)
$
703,576
$
2016
(As Adjusted)
585,170
2018
1,065,948
(161,384)
218,001
(235,614)
(3,964)
—
—
2,439
4,964
6,839
708
585
(1,431)
(971)
2,737
384
1,315
12,701
(63,749)
(5,070)
(166,927)
899,021
364
239,352
942,928
1,657
897,364
$
6,879
936,049
$
(12,091)
(305,662)
279,508
12,108
267,400
The accompanying notes are an integral part of these consolidated financial statements.
59
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ...................................................................................................................
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization...............................................................................
Amortization and write-off of financing costs on extinguished debt ....................
Gains related to mortgage servicing rights, premiums on loan sales
and sales of other assets......................................................................................
Gain associated with remeasuring our investment in a previously
unconsolidated subsidiary to fair value as of the date we
acquired the remaining interest...........................................................................
Gains on disposition of real estate held for investment.........................................
Net realized and unrealized losses (gains) from investments................................
Equity income from unconsolidated subsidiaries..................................................
Provision for doubtful accounts.............................................................................
Deferred income taxes ...........................................................................................
Compensation expense for equity awards .............................................................
Proceeds from sale of mortgage loans..........................................................................
Origination of mortgage loans......................................................................................
Increase (decrease) in warehouse lines of credit ..........................................................
Distribution of earnings from unconsolidated subsidiaries ..........................................
Tenant concessions received ........................................................................................
Purchase of equity securities ........................................................................................
Proceeds from sale of equity securities ........................................................................
Proceeds from securities sold, not yet purchased.........................................................
Securities purchased to cover short sales .....................................................................
Increase in receivables, prepaid expenses and other assets (including
contract assets) ..........................................................................................................
Increase in accounts payable and accrued expenses and other liabilities
(including contract liabilities) ...................................................................................
Increase in compensation and employee benefits payable and accrued
bonus and profit sharing ............................................................................................
(Increase) decrease in net income taxes receivable/payable ........................................
Other operating activities, net ......................................................................................
Net cash provided by operating activities.......................................................
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .....................................................................................................
Acquisition of businesses, including net assets acquired, intangibles and
goodwill, net of cash acquired...................................................................................
Contributions to unconsolidated subsidiaries...............................................................
Distributions from unconsolidated subsidiaries ...........................................................
Net proceeds from disposition of real estate held for investment ................................
Purchase of equity securities ........................................................................................
Proceeds from sale of equity securities ........................................................................
Purchase of available for sale debt securities ...............................................................
Proceeds from the sale of available for sale debt securities .........................................
Other investing activities, net .......................................................................................
Net cash used in investing activities...............................................................
2018
Year Ended December 31,
2017
(As Adjusted)
2016
(As Adjusted)
$
1,065,948 $
703,576 $
585,170
451,988
35,175
406,114
10,783
366,927
10,935
(229,376)
(200,386)
(201,362)
(100,420)
(3,197)
7,400
(324,664)
19,760
(11,401)
128,171
20,230,676
(20,591,602)
417,995
336,925
38,400
(99,789)
75,120
12,721
(12,530)
—
—
(9,405)
(210,207)
8,044
(7,161)
93,087
18,052,756
(17,655,104)
(343,887)
211,855
19,337
(110,570)
68,547
13,320
(13,840)
—
(9,901)
(4,688)
(197,351)
4,711
(9,403)
63,484
15,833,633
(15,297,471)
(496,128)
195,702
22,547
(87,765)
105,866
17,932
(19,017)
(777,630)
(540,117)
(336,342)
273,782
159,145
15,382
270,371
(47,074)
(35,500)
1,131,249
148,714
108,151
(18,341)
894,411
123,653
(6,334)
(63,195)
616,985
(227,803)
(178,042)
(191,205)
(322,573)
(62,802)
61,709
14,174
(21,402)
16,314
(23,360)
5,792
(733)
(560,684)
(118,427)
(68,700)
63,664
—
(15,584)
15,587
(19,280)
15,790
2,392
(302,600)
(21,077)
(66,816)
46,775
44,326
(15,506)
16,954
(22,155)
18,097
40,083
(150,524)
The accompanying notes are an integral part of these consolidated financial statements.
60
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior term loans ..................................................................................
Repayment of senior term loans ...................................................................................
Proceeds from revolving credit facility ........................................................................
Repayment of revolving credit facility.........................................................................
Repayment of 5.00% senior notes (including premium)..............................................
Proceeds from notes payable on real estate..................................................................
Repayment of notes payable on real estate ..................................................................
Repayment of debt assumed in acquisition of FacilitySource .....................................
Repurchase of common stock.......................................................................................
Acquisition of businesses (cash paid for acquisitions more than
three months after purchase date)..............................................................................
Units repurchased for payment of taxes on equity awards...........................................
Non-controlling interest contributions .........................................................................
Non-controlling interest distributions ..........................................................................
Payment of financing costs...........................................................................................
Other financing activities, net ......................................................................................
Net cash used in financing activities ..............................................................
Effect of currency exchange rate changes on cash and cash
equivalents and restricted cash ..................................................................................
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS AND RESTRICTED CASH .....................................................
CASH AND CASH EQUIVALENTS AND RESTRICTED
CASH, AT BEGINNING OF PERIOD.................................................................
CASH AND CASH EQUIVALENTS AND RESTRICTED
CASH, AT END OF PERIOD................................................................................
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest ...................................................................................................................
Income taxes, net ...................................................................................................
$
$
$
2018
Year Ended December 31,
2017
(As Adjusted)
2016
(As Adjusted)
1,002,745
(450,000)
3,258,000
(3,258,000)
(820,000)
7,599
(19,058)
(26,295)
(161,034)
(18,660)
(29,386)
25,355
(13,413)
(2,088)
(2,365)
(506,600)
200,000
(751,876)
1,521,000
(1,521,000)
—
4,333
(12,556)
—
—
(24,006)
(29,549)
5,301
(8,715)
(7,999)
(2,675)
(627,742)
—
(136,250)
2,909,000
(2,909,000)
—
25,001
(38,046)
—
—
(21,034)
(27,426)
2,272
(19,133)
(5,618)
(443)
(220,677)
(24,840)
29,338
(27,539)
39,125
(6,593)
218,245
824,819
831,412
613,167
863,944 $
824,819 $
831,412
104,165 $
375,849 $
117,164 $
356,997 $
125,800
294,848
The accompanying notes are an integral part of these consolidated financial statements.
61
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T
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
Nature of Operations
CBRE Group, Inc., a Delaware corporation (which may be referred to in these financial statements as the
“company”, “we”, “us” and “our”), was incorporated on February 20, 2001. We are the world’s largest commercial
real estate services and investment firm, based on 2018 revenue, with leading global market positions in our leasing,
property sales, occupier outsourcing and valuation businesses. Our business is focused on providing services to both
occupiers of and investors in real estate. For occupiers, we provide facilities management, project management,
transaction (both property sales and leasing) and consulting services, among others. For investors, we provide
capital markets (property sales, commercial mortgage brokerage, loan origination and servicing), leasing, investment
management, property management, valuation and development services, among others. We generate revenue from
both management fees (large multi-year portfolio and per-project contracts) and commissions on transactions. As of
December 31, 2018, we operated in more than 480 offices worldwide with over 90,000 employees, excluding
independent affiliates, providing commercial real estate services under the “CBRE” brand name, investment
management services under the “CBRE Global Investors” brand name and development services under the
“Trammell Crow Company” brand name.
2.
Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include our accounts and those of our consolidated
subsidiaries, which are comprised of variable interest entities in which we are the primary beneficiary and voting
interest entities, in which we determined we have a controlling financial interest, under the “Consolidations” Topic
of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) (Topic 810). The
equity attributable to non-controlling interests in subsidiaries is shown separately in the accompanying consolidated
balance sheets. All significant intercompany accounts and transactions have been eliminated in consolidation.
Variable Interest Entities (VIEs)
We determine whether an entity is a VIE and, if so, whether it should be consolidated by utilizing judgments
and estimates that are inherently subjective. Our determination of whether an entity in which we hold a direct or
indirect variable interest is a VIE is based on several factors, including whether the entity’s total equity investment
at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support.
We make judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, and then a
quantitative analysis, if necessary.
We analyze any investments in VIEs to determine if we are the primary beneficiary. In evaluating whether we
are the primary beneficiary, we evaluate our direct and indirect economic interests in the entity. A reporting entity is
determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. Determining which
reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative approach focused on
identifying which reporting entity has both (1) the power to direct the activities of a VIE that most significantly
impact such entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits
from such entity that could potentially be significant to such entity. Performance of that analysis requires the
exercise of judgment.
We consider a variety of factors in identifying the entity that holds the power to direct matters that most
significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing,
leasing, construction and other operating decisions and activities. In addition, we consider the rights of other
investors to participate in those decisions, to replace the manager and to sell or liquidate the entity. We determine
whether we are the primary beneficiary of a VIE at the time we become involved with a variable interest entity and
reconsider that conclusion continually.
64
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
We consolidate any VIE of which we are the primary beneficiary and disclose significant VIEs of which we
are not the primary beneficiary, if any, as well as disclose our maximum exposure to loss related to VIEs that are not
consolidated (see Note 6).
Voting Interest Entities (VOEs)
For VOEs, we consolidate the entity if we have a controlling financial interest. We have a controlling financial
interest in a VOE if (i) for legal entities other than limited partnerships, we own a majority voting interest in the
VOE or, for limited partnerships and similar entities, we own a majority of the entity’s kick-out rights through
voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive
participating rights and no other conditions exist that would indicate that we do not control the entity.
Other Investments
Our investments in unconsolidated subsidiaries in which we have the ability to exercise significant influence
over operating and financial policies, but do not control, or entities which are variable interest entities in which we
are not the primary beneficiary are accounted for under the equity method. We eliminate transactions with such
equity method subsidiaries to the extent of our ownership in such subsidiaries. Accordingly, our share of the
earnings from these equity-method basis companies is included in consolidated net income. All other investments
held on a long-term basis are valued at cost less any impairment in value.
Marketable Securities
We account for investments in marketable debt securities in accordance with the “Investments – Debt and
Equity Securities” Topic of the FASB ASC (Topic 320). Debt securities are classified as held to maturity when we
have the positive intent and ability to hold the securities to maturity. Marketable debt securities not classified as held
to maturity are classified as available for sale. Available for sale debt securities are carried at their fair value and any
difference between cost and fair value is recorded as an unrealized gain or loss, net of income taxes, and is reported
as accumulated other comprehensive loss in the consolidated statement of equity. Premiums and discounts are
recognized in interest using the effective interest method. Realized gains and losses and declines in value expected
to be other-than-temporary on available for sale debt securities have not been significant. The cost of securities sold
is based on the specific identification method. Interest and dividends on securities classified as available for sale are
included in interest income.
As described in the “New Accounting Pronouncements” footnote 3, we adopted ASU 2016-01, “Financial
Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities” effective January 1, 2018. As a result, all equity securities that do not result in consolidation and are not
accounted for under the equity method are measured at fair value with changes therein reflected in net income.
Impairment Evaluation
Impairment losses are recognized upon evidence of other-than-temporary losses of value. When testing for
impairment on investments that are not actively traded on a public market, we generally use a discounted cash flow
approach to estimate the fair value of our investments and/or look to comparable activities in the marketplace.
Management’s judgment is required in developing the assumptions for the discounted cash flow approach. These
assumptions include net asset values, internal rates of return, discount and capitalization rates, interest rates and
financing terms, rental rates, timing of leasing activity, estimates of lease terms and related concessions, etc. When
determining if impairment is other-than-temporary, we also look to the length of time and the extent to which fair
value has been less than cost as well as the financial condition and near-term prospects of each investment. Based on
our review, we did not record any significant other-than-temporary impairment losses during the years ending
December 31, 2018, 2017 and 2016.
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CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Use of Estimates
Our consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States (U.S.), or GAAP, which require management to make estimates and assumptions about
future events. These estimates and assumptions affect the amounts of assets, liabilities, revenue and expenses we
report. Such estimates include the value of goodwill, intangibles and other long-lived assets, accounts receivable,
investments in unconsolidated subsidiaries and assumptions used in the calculation of income taxes, retirement and
other post-employment benefits, among others. These estimates and assumptions are based on management’s best
judgment, and are evaluated on an ongoing basis and adjusted, as needed, using historical experience and other
factors, including consideration of the macroeconomic environment. As future events and their effects cannot be
forecast with precision, actual results could differ significantly from these estimates. Changes in estimates resulting
from continuing changes in the economic environment will be reflected in the financial statements in future periods.
Cash and Cash Equivalents
Cash and cash equivalents generally consist of cash and highly liquid investments with an original maturity of
three months or less. Included in the accompanying consolidated balance sheets as of December 31, 2018 and 2017
is cash and cash equivalents of $155.2 million and $123.8 million, respectively, from consolidated funds and other
entities, which are not available for general corporate use. We also manage certain cash and cash equivalents as an
agent for our investment and property and facilities management clients. These amounts are not included in the
accompanying consolidated balance sheets (see Fiduciary Funds discussion below).
Restricted Cash
Included in the accompanying consolidated balance sheets as of December 31, 2018 and 2017 is restricted
cash of $86.7 million and $73.0 million, respectively. The balances primarily include restricted cash set aside to
cover funding obligations as required by contracts executed by us in the ordinary course of business.
Fiduciary Funds
The accompanying consolidated balance sheets do not include the net assets of escrow, agency and fiduciary
funds, which are held by us on behalf of clients and which amounted to $5.9 billion and $4.0 billion at December 31,
2018 and 2017, respectively.
Concentration of Credit Risk
Financial instruments that potentially subject us to credit risk consist principally of trade receivables and
interest-bearing investments. Users of real estate services account for a substantial portion of trade receivables and
collateral is generally not required. The risk associated with this concentration is limited due to the large number of
users and their geographic dispersion.
We place substantially all of our interest-bearing investments with several major financial institutions to limit
the amount of credit exposure with any one financial institution.
Property and Equipment
Property and equipment, which includes leasehold improvements, is stated at cost, net of accumulated
depreciation. Depreciation and amortization of property and equipment is computed primarily using the straight-line
method over estimated useful lives ranging up to 10 years. Leasehold improvements are amortized over the term of
their associated leases, excluding options to renew, since such leases generally do not carry prohibitive penalties for
non-renewal. We capitalize expenditures that significantly increase the life of our assets and expense the costs of
maintenance and repairs.
We review property and equipment for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. If this review indicates that such assets are considered to be
impaired, the impairment is recognized in the period the changes occur and represents the amount by which the
carrying value exceeds the fair value of the asset.
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CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Certain costs related to the development or purchase of internal-use software are capitalized. Internal-use
software costs that are incurred in the preliminary project stage are expensed as incurred. Significant direct
consulting costs and certain payroll and related costs, which are incurred during the development stage of a project
are generally capitalized and amortized over a three-year period (except for enterprise software development
platforms, which range from three to seven years) when placed into production.
Goodwill and Other Intangible Assets
Our acquisitions require the application of purchase accounting, which results in tangible and identifiable
intangible assets and liabilities of the acquired entity being recorded at fair value. The difference between the
purchase price and the fair value of net assets acquired is recorded as goodwill. The majority of our goodwill
balance has resulted from our acquisition of CBRE Services, Inc. (CBRE Services) in 2001 (the 2001 Acquisition),
our acquisition of Insignia Financial Group, Inc. (Insignia) in 2003 (the Insignia Acquisition), our acquisition of the
Trammell Crow Company in 2006 (the Trammell Crow Company Acquisition), our acquisition of substantially all
of the ING Group N.V. (ING) Real Estate Investment Management (REIM) operations in Europe and Asia, as well
as substantially all of Clarion Real Estate Securities (CRES) in 2011 (collectively referred to as the REIM
Acquisitions), our acquisition of Norland Managed Services Ltd (Norland) in 2013 (the Norland Acquisition), our
acquisition of Johnson Controls, Inc. (JCI)’s Global Workplace Solutions (JCI-GWS) business in 2015 and our
acquisition of FacilitySource Holdings, LLC (FacilitySource) in 2018. Other intangible assets that have indefinite
estimated useful lives that are not being amortized include certain management contracts identified in the REIM
Acquisitions, a trademark, which was separately identified as a result of the 2001 Acquisition, as well as a trade
name separately identified as a result of the REIM Acquisitions. The remaining other intangible assets primarily
include customer relationships, mortgage servicing rights, trade names and management contracts, which are all
being amortized over estimated useful lives ranging up to 20 years.
We are required to test goodwill and other intangible assets deemed to have indefinite useful lives for
impairment at least annually, or more often if circumstances or events indicate a change in the impairment status, in
accordance with ASC Topic 350, “Intangibles – Goodwill and Other.” ASC paragraphs 350-20-35-3 through 35-3B
permit, but do not require an entity to perform a qualitative assessment with respect to any of its reporting units to
determine whether a quantitative impairment test is needed. Entities are permitted to assess based on qualitative
factors whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before
applying the quantitative goodwill impairment test. If it is more likely than not that the fair value of a reporting unit
is less than its carrying amount, the entity conducts the quantitative goodwill impairment test. If not, the entity does
not need to apply the quantitative test. The qualitative test is elective and an entity can go directly to the quantitative
test rather than making a more-likely-than-not assessment based on an evaluation of qualitative factors. When
performing a quantitative test, we use a discounted cash flow approach to estimate the fair value of our reporting
units. Management’s judgment is required in developing the assumptions for the discounted cash flow model. These
assumptions include revenue growth rates, profit margin percentages, discount rates, etc.
Deferred Financing Costs
Costs incurred in connection with financing activities are generally deferred and amortized over the terms of
the related debt agreements ranging up to ten years. Debt issuance costs related to a recognized debt liability are
presented in the accompanying consolidated balance sheets as a direct deduction from the carrying amount of that
debt liability. Amortization of these costs is charged to interest expense in the accompanying consolidated
statements of operations. Accounting Standards Update (ASU) 2015-15, “Interest—Imputation of Interest (Subtopic
835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit
Arrangements” permits classifying debt issuance costs associated with a line of credit arrangement as an asset,
regardless of whether there are any outstanding borrowings on the arrangement. Total deferred financing costs, net
of accumulated amortization, related to our revolving line of credit have been included in other assets in the
accompanying consolidated balance sheets and were $18.3 million and $23.0 million as of December 31, 2018 and
2017, respectively.
67
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
During 2018, we redeemed in full our $800.0 million aggregate outstanding principal amount of 5.00% senior
notes. In connection with this early redemption, we incurred costs, including a $20.0 million premium paid and the
write-off of $8.0 million of unamortized deferred financing costs, both of which were included in write-off of
financing costs on extinguished debt in the accompanying consolidated statements of operations.
During 2017, we entered into a new credit agreement providing for a $750.0 million tranche A term loan
facility and a $2.8 billion revolving credit facility. During the year ended December 31, 2017, in connection with
these financing activities, we incurred approximately $8.0 million of financing costs.
On March 21, 2016, we executed an amendment to our 2015 amended and restated credit agreement which,
among other things, extended the maturity on our revolving credit facility and increased the borrowing capacity
under our revolving credit facility. In connection with this amendment, we incurred approximately $5.4 million of
financing costs.
See Note 11 for additional information on activities associated with our debt.
Revenue Recognition
We account for revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” Topic
606 also includes Subtopic 340-40, “Other Assets and Deferred Costs – Contracts with Customers,” which requires
deferral of incremental costs to obtain and fulfill a contract with a customer. We adopted new revenue recognition
guidance on January 1, 2018, using the full retrospective method (see Note 3). Revenue is recognized when or as
control of the promised services is transferred to our customers, in an amount that reflects the consideration we
expect to be entitled to in exchange for those services.
The following is a description of principal activities – separated by reportable segments – from which we
generate revenue. For more detailed information about our reportable segments, see Notes 17 and 18.
The Americas, Europe, Middle East and Africa (EMEA), and Asia Pacific
The Americas segment is our largest segment of operations and provides a comprehensive range of services
throughout the U.S., in the largest regions of Canada and in key markets in Latin America. The primary services
offered consist of the following: property leasing, property sales, mortgage services, appraisal and valuation,
occupier outsourcing and property management services.
Our EMEA and Asia Pacific segments generally provide services similar to the Americas business segment.
The EMEA segment has operations primarily in Europe, while the Asia Pacific segment has operations in Asia,
Australia and New Zealand.
Property Leasing and Property Sales
We provide strategic advice and execution for owners, investors, and occupiers of real estate in connection
with the leasing of office, industrial and retail space. We also offer clients fully integrated property sales services
under the CBRE Capital Markets brand. We are compensated for our services in the form of a commission and, in
some instances may earn various forms of variable incentive consideration. Our commission is paid upon the
occurrence of certain contractual event(s) which may be contingent. For example, a portion of our leasing
commission may be paid upon signing of the lease by the tenant, with the remaining paid upon occurrence of
another future contingent event (e.g. payment of first month’s rent or tenant move-in). For leases, we typically
satisfy our performance obligation at a point in time when control is transferred; generally, at the time of the first
contractual event where there is a present right to payment. We look to history, experience with a customer, and deal
specific considerations as part of the most likely outcome estimation approach to support our judgement that the
second contingency (if applicable) will be met. Therefore, we typically accelerate the recognition of the revenue
associated with the second contingent event. For sales, our commission is typically paid at the closing of the sale,
which represents transfer of control for services to the customer.
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CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In addition to our commission, we may recognize other forms of variable consideration which can include, but
are not limited to, commissions subject to concession or claw back and volume based discounts or rebates. We
assess variable consideration on a contract by contract basis, and when appropriate, recognize revenue based on our
assessment of the outcome (using the most likely outcome approach or weighted probability) and historical results,
if comparable and representative. We recognize variable consideration if it is deemed probable that there will not be
significant reversal in the future.
Mortgage Originations and Loan Sales
We offer clients commercial mortgage and structured financing services. Fees from services within our
mortgage brokerage business that are in the scope of Topic 606 include fees earned for the brokering of commercial
mortgage loans primarily through relationships established with investment banking firms, national and regional
banks, credit companies, insurance companies and pension funds. We are compensated for our brokerage services
via a fee paid upon successful placement of a commercial mortgage borrower with a lender who will provide
financing. The fee earned is contingent upon the funding of the loan, which represents the transfer of control for
services to the customer. Therefore, we typically satisfy our performance obligation at the point in time of the
funding of the loan.
We also earn fees from the origination and sale of commercial mortgage loans for which the company retains
the servicing rights. These fees are governed by the “Fair Value Measurements and Disclosures” topic (Topic 820)
and “Transfers and Servicing” topic (Topic 860) of the FASB ASC. Upon origination of a mortgage loan held for
sale, the fair value of the mortgage servicing rights (MSR) to be retained is included in the forecasted proceeds from
the anticipated loan sale and results in a net gain (which is reflected in revenue). Upon sale, we record a servicing
asset or liability based on the fair value of the retained MSR associated with the transferred loan. Subsequent to the
initial recording, MSRs are amortized and carried at the lower of amortized cost or fair value in other intangible
assets in the accompanying consolidated balance sheets. They are amortized in proportion to and over the estimated
period that the servicing income is expected to be received.
Valuation Services
We provide valuation services that include market-value appraisals, litigation support, discounted cash flow
analyses, feasibility studies as well as consulting services such as property condition reports, hotel advisory and
environmental consulting. We are compensated for valuation services in the form of a fee, which is payable on the
occurrence of certain events (e.g., a portion on the delivery of a draft report with the remaining on the delivery of the
final report). For consulting services, we may be paid based on the occurrence of time or event-based milestones
(such as the delivery of draft reports). We typically satisfy our performance obligation for valuation services as
services are rendered over time.
Occupier Outsourcing Services
We provide a broad suite of services to occupiers of real estate, including facilities management, project
management, transaction management and strategic consulting.
Facilities management involves the day-to-day management of client-occupied space and includes headquarter
buildings, regional offices, administrative offices, data centers and other critical facilities, manufacturing and
laboratory facilities, distribution facilities and retail space. Contracts for facilities management services are often
structured so we are reimbursed for client-dedicated personnel costs and subcontracted vendor costs as well as
associated overhead expenses plus a monthly fee, and, in some cases, annual incentives tied to agreed-upon
performance targets, with any penalties typically capped. In addition, we have contracts for facilities management
services based on fixed fees or guaranteed maximum prices. Fixed fee contracts are typically structured where an
agreed upon scope of work is delivered for a fixed price while guaranteed maximum price contracts are structured
with an agreed upon scope of work that will be provided to the client for a not to exceed price. Facilities
management services represent a series of distinct daily services rendered over time. Consistent with the transfer of
control for distinct, daily services to the customer, revenue is typically recognized at the end of each period for the
fees associated with the services performed.
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CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Project management services are often provided on a portfolio wide or programmatic basis. Revenues from
project management services generally includes fixed management fees, variable fees, and incentive fees if certain
agreed-upon performance targets are met. Revenues from project management may also include reimbursement of
payroll and related costs for personnel providing the services and subcontracted vendor costs. Project management
services represent a series of distinct daily services rendered over time. Consistent with the transfer of control for
distinct, daily services to the customer, revenue is typically recognized at the end of each period for the fees
associated with the services performed.
The amount of revenue recognized is presented gross for any services provided by our employees, as we
control them. This is evidenced by our obligation for their performance and our ability to direct and redirect their
work, as well as negotiate the value of such services. The amount of revenue recognized related to the majority of
facilities management contracts and certain project management arrangements is presented gross (with offsetting
expense recorded in cost of services) for reimbursements of costs of third-party services because we control those
services that are delivered to the client. In the instances when we do not control third-party services delivered to the
client, we report revenues net of the third-party reimbursements.
In addition to our management fee, we receive various types of variable consideration which can include, but
is not limited to; key performance indicator bonuses or penalties which may be linked to subcontractor performance,
gross maximum price, glidepaths, savings guarantees, shared savings, or fixed fee structures. We assess variable
consideration on a contract by contract basis, and when appropriate, recognize revenue based on our assessment of
the outcome (using the most likely outcome approach or weighted probability) and historical results, if comparable
and representative. Using management assessment, historical results and statistics, we recognize revenue if it is
deemed probable there will not be significant reversal in the future.
Property Management Services
We provide property management services on a contractual basis for owners of and investors in office,
industrial and retail properties. These services include construction management, marketing, building engineering,
accounting and financial services. We are compensated for our services through a monthly management fee earned
based on either a specified percentage of the monthly rental income, rental receipts generated from the property
under management or a fixed fee. We are also often reimbursed for our administrative and payroll costs directly
attributable to the properties under management. Property management services represent a series of distinct daily
services rendered over time. Consistent with the transfer of control for distinct, daily services to the customer,
revenue is recognized at the end of each period for the fees associated with the services performed. The amount of
revenue recognized is presented gross for any services provided by our employees, as we control them. We
generally do not control third-party services delivered to property management clients. As such, we report revenues
net of third-party reimbursements.
Global Investment Management
Our Global Investment Management business segment provides investment management services to pension
funds, insurance companies, sovereign wealth funds, foundations, endowments and other institutional investors
seeking to generate returns and diversification through investment in real estate. We sponsor investment programs
that span the risk/return spectrum in: North America, Europe, Asia and Australia. We are typically compensated in
the form of a base management fee, disposition fees, acquisition fees and incentive fees in the form of performance
fees or carried interest based on fund type (open or closed ended, respectively). For the base management fee, we
typically satisfy the performance obligation as service is rendered over time pursuant to the series guidance.
Consistent with the transfer of control for distinct, daily services to the customer, revenue is recognized at the end of
each period for the fees associated with the services performed. For acquisition and disposition services, we
typically satisfy the performance obligation at a point in time (at acquisition or upon disposition). For contracts with
contingent fees, including performance fees, incentive fees and carried interest, we assess variable consideration on
a contract by contract basis, and when appropriate, recognize revenue based on our assessment of the outcome
(using the most likely outcome approach or weighted probability) and historical results, if comparable and
representative. Revenue associated with performance fees and carried interest are typically constrained due to
volatility in the real estate market, a broad range of possible outcomes, and other factors in the market that are
outside of our control.
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CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Development Services
Our Development Services business segment consists of real estate development and investment activities in
the United States to users of and investors in commercial real estate, as well as for our own account. We pursue
opportunistic, risk-mitigated development and investment in commercial real estate across a wide spectrum of
property types, including: industrial, office and retail properties; healthcare facilities of all types (medical office
buildings, hospitals and ambulatory surgery centers); and residential/mixed-use projects. We pursue development
and investment activity on behalf of our clients on a fee basis with no, or limited, ownership interest in a property, in
partnership with our clients through co-investment – either on an individual project basis or through programs with
certain strategic capital partners or for our own account with 100% ownership. Development services represent a
series of distinct daily services rendered over time. Consistent with the transfer of control for distinct, daily services
to the customer, revenue is recognized at the end of each period for the fees associated with the services performed.
Fees are typically payable monthly over the service term or upon contractual defined events, like project milestones.
In addition to development fee revenue, we receive various types of variable consideration which can include, but is
not limited to, contingent lease-up bonuses, cost saving incentives, profit sharing on sales and at-risk fees. We assess
variable consideration on a contract by contract basis, and when appropriate, recognize revenue based on our
assessment of the outcome (using the most likely outcome approach or weighted probability) and historical results,
if comparable and representative. We accelerate revenue if it is deemed probable there will not be significant
reversal in the future.
Accounts Receivable and Allowance for Doubtful Accounts
We record accounts receivable for our unconditional rights to consideration arising from our performance
under contracts with customers. The carrying value of such receivables, net of the allowance for doubtful accounts,
represents their estimated net realizable value. We estimate our allowance for doubtful accounts for specific
accounts receivable balances based on historical collection trends, the age of outstanding accounts receivables and
existing economic conditions associated with the receivables. Past-due accounts receivable balances are written off
when our internal collection efforts have been unsuccessful. As a practical expedient, we do not adjust the promised
amount of consideration for the effects of a significant financing component when we expect, at contract inception,
that the period between our transfer of a promised service to a customer and when the customer pays for that service
will be one year or less. We do not typically include extended payment terms in our contracts with customers.
Remaining Performance Obligations
Remaining performance obligations represent the aggregate transaction prices for contracts where our
performance obligations have not yet been satisfied. As of December 31, 2018, the aggregate amount of transaction
price allocated to remaining performance obligations in our property leasing business was not significant. We apply
the practical expedient related to remaining performance obligations that are part of a contract that has an original
expected duration of one year or less and the practical expedient related to variable consideration from remaining
performance obligations pursuant to the series guidance. All of our remaining performance obligations apply to one
of these practical expedients.
Contract Assets and Contract Liabilities
Contract assets represent assets for revenue that has been recognized in advance of billing the customer and
for which the right to bill is contingent upon something other than the passage of time. This is common for
contingent portions of commissions in brokerage and incentive fees present in various businesses. Billing
requirements vary by contract but are generally structured around fixed monthly fees, reimbursement of employee
and other third-party costs, and the achievement or completion of certain contingent events.
When we receive consideration, or such consideration is unconditionally due, from a customer prior to
transferring services to the customer under the terms of the services contract, we record deferred revenue, which
represents a contract liability. We recognize the contract liability as revenue once we have transferred control of
service to the customer and all revenue recognition criteria are met.
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CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Contract assets and contract liabilities are determined for each contract on a net basis. For contract assets, we
classify the short-term portion as a separate line item within current assets and the long-term portion within other
assets, long-term in the accompanying consolidated balance sheets. For contract liabilities, we classify the short-
term portion as a separate line item within current liabilities and the long-term portion within other liabilities, long-
term in the accompanying consolidated balance sheets.
Contract Costs
Contract costs primarily consist of upfront costs incurred to obtain or to fulfill a contract. These costs are
typically found within our Occupier Outsourcing business line. Such costs relate to transition costs to fulfill
contracts prior to services being rendered and are included within other intangible assets in the accompanying
consolidated balance sheets. Capitalized transition costs are amortized based on the transfer of services to which the
assets relate which can vary on a contract by contract basis, and are included in cost of services in the accompanying
consolidated statement of operations. For contract costs that are recognized as assets, we periodically review for
impairment.
Applying the contract cost practical expedient, we recognize the incremental costs of obtaining contracts as an
expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year
or less.
Business Promotion and Advertising Costs
The costs of business promotion and advertising are expensed as incurred. Business promotion and advertising
costs of $74.8 million, $63.1 million and $65.8 million were included in operating, administrative and other
expenses for the years ended December 31, 2018, 2017 and 2016, respectively.
Foreign Currencies
The financial statements of subsidiaries located outside the U.S. are generally measured using the local
currency as the functional currency. The assets and liabilities of these subsidiaries are translated at the rates of
exchange at the balance sheet date, and income and expenses are translated at the average monthly rate. The
resulting translation adjustments are included in the accumulated other comprehensive loss component of equity.
Gains and losses resulting from foreign currency transactions are included in the results of operations.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive (loss) income. In the accompanying
consolidated balance sheets, accumulated other comprehensive loss primarily consists of foreign currency
translation adjustments, fees associated with the termination of interest rate swaps, unrealized gains (losses) on
interest rate swaps, unrealized holding (losses) gains on available for sale debt securities and pension liability
adjustments. Foreign currency translation adjustments exclude any income tax effect given that earnings of non-U.S.
subsidiaries are deemed to be reinvested for an indefinite period of time (see Note 14).
Warehouse Receivables
Our wholly-owned subsidiary CBRE Capital Markets, Inc. (CBRE Capital Markets) is a Federal Home Loan
Mortgage Corporation (Freddie Mac) approved Multifamily Program Plus Seller/Servicer and an approved Federal
National Mortgage Association (Fannie Mae) Aggregation and Negotiated Transaction Seller/Servicer. In addition,
CBRE Capital Markets’ wholly-owned subsidiary CBRE Multifamily Capital, Inc. (CBRE MCI) is an approved
Fannie Mae Delegated Underwriting and Servicing (DUS) Seller/Servicer and CBRE Capital Markets’ wholly-
owned subsidiary CBRE HMF, Inc. (CBRE HMF) is a U.S. Department of Housing and Urban Development (HUD)
approved Non-Supervised Federal Housing Authority (FHA) Title II Mortgagee, an approved Multifamily
Accelerated Processing (MAP) lender and an approved Government National Mortgage Association (Ginnie Mae)
issuer of mortgage-backed securities (MBS). Under these arrangements, before loans are originated through
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CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
proceeds from warehouse lines of credit, we obtain either a contractual loan purchase commitment from either
Freddie Mac or Fannie Mae or a confirmed forward trade commitment for the issuance and purchase of a Fannie
Mae or Ginnie Mae MBS that will be secured by the loans. The warehouse lines of credit are generally repaid within
a one-month period when Freddie Mac or Fannie Mae buys the loans or upon settlement of the Fannie Mae or
Ginnie Mae MBS, while we retain the servicing rights. Loans are funded at the prevailing market rates. We elect the
fair value option for all warehouse receivables. At December 31, 2018 and 2017, all of the warehouse receivables
included in the accompanying consolidated balance sheets were either under commitment to be purchased by
Freddie Mac or had confirmed forward trade commitments for the issuance and purchase of Fannie Mae or Ginnie
Mae mortgage-backed securities that will be secured by the underlying loans.
Mortgage Servicing Rights
In connection with the origination and sale of mortgage loans with servicing rights retained, we record
servicing assets or liabilities based on the fair value of the mortgage servicing rights on the date the loans are sold.
Our mortgage service rights (MSRs) are initially recorded at fair value. Subsequent to the initial recording, MSRs
are amortized and carried at the lower of amortized cost or fair value in other intangible assets in the accompanying
consolidated balance sheets. They are amortized in proportion to and over the estimated period that net servicing
income is expected to be received based on projections and timing of estimated future net cash flows.
Our initial recording of MSRs at their fair value resulted in net gains, as the fair value of servicing contracts
that result in MSR assets exceeded the fair value of servicing contracts that result in MSR liabilities. The net assets
and net gains are presented in the accompanying consolidated financial statements. The amount of MSRs recognized
during the years ended December 31, 2018 and 2017 was as follows (dollars in thousands):
Year Ended December 31,
Beginning balance, mortgage servicing rights....................................
Mortgage servicing rights recognized.................................................
Mortgage servicing rights sold............................................................
Amortization expense .........................................................................
Other ...................................................................................................
Ending balance, mortgage servicing rights.........................................
$
$
2018
373,131 $
173,737
—
(115,743)
(6,655)
424,470 $
2017
320,524
145,103
(71)
(98,559)
6,134
373,131
MSRs do not actively trade in an open market with readily available observable prices; therefore, fair value is
determined based on certain assumptions and judgments, including the estimation of the present value of future cash
flows realized from servicing the underlying mortgage loans. Management’s assumptions include the benefits of
servicing (servicing fee income and interest on escrow deposits), inflation, the cost of servicing, prepayment rates,
delinquencies, discount rates and the estimated life of servicing cash flows. The assumptions used are subject to
change based on management’s judgments and estimates of changes in future cash flows and interest rates, among
other things. The key assumptions used during the years ended December 31, 2018, 2017 and 2016 in measuring fair
value were as follows:
Year Ended December 31,
2017
2018
2016
Discount rate........................................................................
Conditional prepayment rate ...............................................
10.00%
8.89%
10.06%
8.88%
10.16%
9.66%
The estimated fair value of our MSRs was $554.2 million and $446.3 million as of December 31, 2018 and
2017, respectively. Impairment is evaluated through a comparison of the carrying amount and fair value of the
MSRs, and recognized with the establishment of a valuation allowance. We did not incur any impairment charges
related to our MSRs during the years ended December 31, 2018, 2017 or 2016. No valuation allowance was created
previously and we did not record a valuation allowance for MSRs in 2018 or 2017.
73
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Included in revenue in the accompanying consolidated statements of operations are contractually specified
servicing fees from loans serviced for others of $167.5 million, $144.2 million and $115.3 million for the years
ended December 31, 2018, 2017 and 2016, respectively, and prepayment fees/late fees/ancillary income earned from
loans serviced for others of $15.9 million, $13.2 million and $7.2 million for the years ended December 31, 2018,
2017 and 2016, respectively.
Accounting for Broker Draws
As part of our recruitment efforts relative to new U.S. brokers, we offer a transitional broker draw
arrangement. Our broker draw arrangements generally last until such time as a broker’s pipeline of business is
sufficient to allow him or her to earn sustainable commissions. This program is intended to provide the broker with a
minimal amount of cash flow to allow adequate time for his or her training as well as time for him or her to develop
business relationships. Similar to traditional salaries, the broker draws are paid irrespective of the actual revenues
generated by the broker. Often these broker draws represent the only form of compensation received by the broker.
Furthermore, it is not our general policy to pursue collection of unearned broker draws paid under this arrangement.
As a result, we have concluded that broker draws are economically equivalent to salaries paid and accordingly
charge them to compensation expense as incurred. The broker is also entitled to earn a commission on completed
revenue transactions. This amount is calculated as the commission that would have been payable under our full
commission program, less any amounts previously paid to the broker in the form of a draw.
Stock-Based Compensation
We account for all employee awards under the fair value recognition provisions of the “Compensation – Stock
Compensation” Topic of the FASB ASC (Topic 718). Topic 718 requires the measurement of compensation cost at
the grant date, based upon the estimated fair value of the award, and requires amortization of the related expense
over the employee’s requisite service period.
In the third quarter of 2016, we elected to early adopt the provisions of ASU 2016-09, “Compensation - Stock
Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which required us to
reflect any adjustments as of January 1, 2016. ASU 2016-09 permitted companies to make an accounting policy
election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize
forfeitures as they occur. We elected to change our accounting policy to recognize forfeitures when they occur and
the impact of this change in accounting policy was recorded as a $3.3 million cumulative effect adjustment to
accumulated earnings as of January 1, 2016.
See Note 13 for additional information on our stock-based compensation plans.
Income Per Share
Basic income per share attributable to CBRE Group, Inc. is computed by dividing net income attributable to
CBRE Group, Inc. shareholders by the weighted average number of common shares outstanding during each period.
The computation of diluted income per share attributable to CBRE Group, Inc. generally further assumes the
dilutive effect of potential common shares, which include stock options and certain contingently issuable shares.
Contingently issuable shares consist of non-vested stock awards.
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with the “Accounting for
Income Taxes” Topic of the FASB ASC (Topic 740). Deferred tax assets and liabilities are determined based on
temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and
tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and
are released in the years in which the temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date. Valuation allowances are provided against deferred tax assets when it is more likely than not that
some portion or all of the deferred tax asset will not be realized.
74
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
See Note 14 for additional information on income taxes, including a discussion of the impact of the Tax Cuts
and Jobs Act (the Tax Act), which was signed into law on December 22, 2017.
Self-Insurance
Our wholly-owned captive insurance company, which is subject to applicable insurance rules and regulations,
insures our exposure related to workers’ compensation insurance, general liability insurance and automotive
insurance for our U.S. operations risk on a primary basis and we purchase excess coverage from unrelated insurance
carriers. The captive insurance company also insures primary risk relating to professional indemnity claims globally.
Given the nature of these types of claims, it may take several years for resolution and determination of the cost of
these claims. We are required to estimate the cost of these claims in our financial statements.
The estimates that we utilize to record our potential losses on claims are inherently subjective, and actual
claims could differ from amounts recorded, which could result in increased or decreased expense in future periods.
As of December 31, 2018 and 2017, our reserves for claims under these insurance programs were $113.0 million
and $93.7 million, respectively, of which $2.7 million and $2.8 million, respectively, represented our estimated
current liabilities.
Reclassifications
Certain restatements have been made to the 2017 and 2016 financial statements to conform with the 2018
presentation in connection with our adoption of new revenue recognition guidance (as further described in note 3).
In addition, certain reclassifications have been made to the 2017 and 2016 financial statements to conform with the
2018 presentation. Such reclassifications primarily relate to the adoption of ASU 2016-01, ASU 2016-15 and ASU
2016-18 as further described in Note 3.
3.
New Accounting Pronouncements
Recently Adopted Accounting Pronouncements
The FASB previously issued five ASUs related to revenue recognition (“new revenue recognition guidance”).
The ASUs issued were: (1) in May 2014, ASU 2014-09, “Revenue from Contracts with Customers (Topic 606);”
(2) in March 2016, ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent
Considerations (Reporting Revenue Gross versus Net);” (3) in April 2016, ASU 2016-10, “Revenue from Contracts
with Customers (Topic 606): Identifying Performance Obligations and Licensing;” (4) in May 2016, ASU 2016-12,
“Revenue from Contracts with Customers (Topic 606): Narrow-scope Improvements and Practical Expedients;”
and (5) in December 2016, ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue From
Contracts with Customers.” As mentioned in Note 2, we adopted the new revenue recognition guidance in the first
quarter of 2018 using the full retrospective transition method. This resulted in a cumulative adjustment of $94.6
million to the accumulated earnings balance reflected in the accompanying consolidated balance sheets at
December 31, 2017, including an $87.9 million impact of adoption effective January 1, 2016 as well as the impact
from restatements of full year statements of operations for the years ended December 31, 2017 and 2016 resulting in
adjustments of $5.6 million and $1.1 million, respectively. The impact of the application of the new revenue
recognition guidance resulted in an acceleration of revenues that were based, in part, on future contingent events.
For example, some leasing commission revenues in various countries where we operate were recognized earlier.
Under former GAAP, a portion of these lease commission revenues was deferred until a future contingency was
resolved (e.g., tenant move-in or payment of first month’s rent). Under the new revenue guidance, our performance
obligation will be typically satisfied at lease signing and therefore the portion of the commission that is contingent
on a future event has been recognized earlier if deemed probable that there will not be significant reversal in the
future. The acceleration of the timing of revenue recognition also resulted in the acceleration of expense recognition
relating to direct commissions payable to brokers. In addition, the acceleration of these revenues and expenses
resulted in an increase in total assets and liabilities to reflect contract assets and accrued commissions payable.
75
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
We evaluated the impact of the updated principal versus agent guidance on our consolidated financial
statements. Under former GAAP, certain third-party costs associated with our facilities and project management
contracts were accounted for on a net basis because the contracts include provisions such as “pay when paid” that
mitigate payment risk with respect to services provided by third parties to our clients. Under the new revenue
recognition guidance, control of the services before transfer to the client is the primary factor in determining
principal versus agent assessments. Payment risk is no longer a determining factor under Topic 606. We have
determined that we control the services provided by third parties on behalf of certain of our facilities and project
management clients. Accordingly, under the new guidance, we are accounting for the cost of services provided by
third parties and the related reimbursement revenue on a gross basis.
The following table presents the effects of the adoption of the new revenue recognition guidance on our
consolidated balance sheet as of December 31, 2017 (dollars in thousands):
Adoption of
New Revenue
Recognition
Guidance
As Reported
Receivables................................................................................................................... $
Contract assets..............................................................................................................
Total current assets.......................................................................................................
Other assets, net............................................................................................................
Total assets ...................................................................................................................
Accounts payable and accrued expenses......................................................................
Accrued bonus and profit sharing ................................................................................
Compensation and employee benefits payable ............................................................
Contract liabilities ........................................................................................................
Total current liabilities .................................................................................................
Deferred tax liabilities, net ...........................................................................................
Total liabilities..............................................................................................................
Accumulated earnings ..................................................................................................
Accumulated other comprehensive loss .......................................................................
Total CBRE Group, Inc. stockholders' equity..............................................................
Total liabilities and equity............................................................................................
3,207,285 $
—
5,452,527
422,965
11,483,830
1,674,287
1,072,976
803,504
—
4,606,645
114,017
7,404,282
3,348,385
(552,858)
4,019,430
11,483,830
As Adjusted
3,112,289
273,053
5,630,584
479,474
11,718,396
1,573,672
1,078,345
904,434
100,615
4,712,944
147,218
7,543,782
3,443,007
(552,414)
4,114,496
11,718,396
(94,996) $
273,053
178,057
56,509
234,566
(100,615)
5,369
100,930
100,615
106,299
33,201
139,500
94,622
444
95,066
234,566
The following tables present the effects of the adoption of the new revenue recognition guidance on our
consolidated statements of operations for the years ended December 31, 2017 and 2016 (dollars in thousands, except
share amounts):
Year Ended December 31, 2017
Adoption of
New Revenue
Recognition
Guidance
As Reported
Revenue ........................................................................................................................ $
Cost of services ............................................................................................................
Operating, administrative and other .............................................................................
Operating income .........................................................................................................
Income before provision for income taxes ...................................................................
Provision for income taxes ...........................................................................................
Net income ...................................................................................................................
Net income attributable to CBRE Group, Inc. .............................................................
Earnings per share:
14,209,608 $
9,893,226
2,858,654
1,071,442
1,164,093
466,147
697,946
691,479
4,419,179 $
4,411,873
66
7,240
7,240
1,610
5,630
5,630
As Adjusted
18,628,787
14,305,099
2,858,720
1,078,682
1,171,333
467,757
703,576
697,109
Basic income per share ............................................................................................. $
Diluted income per share ..........................................................................................
2.05 $
2.03
0.01 $
0.02
2.06
2.05
76
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Year Ended December 31, 2016
Adoption of
New Revenue
Recognition
Guidance
As Reported
Revenue ........................................................................................................................ $
Cost of services ............................................................................................................
Operating, administrative and other .............................................................................
Operating income .........................................................................................................
Income before provision for income taxes ...................................................................
Provision for income taxes ...........................................................................................
Net income ...................................................................................................................
Net income attributable to CBRE Group, Inc. .............................................................
Earnings per share:
13,071,589 $
9,123,727
2,781,310
815,487
880,726
296,662
584,064
571,973
4,297,519 $
4,297,184
(1,009)
1,344
1,344
238
1,106
1,106
As Adjusted
17,369,108
13,420,911
2,780,301
816,831
882,070
296,900
585,170
573,079
Basic income per share ............................................................................................. $
Diluted income per share ..........................................................................................
1.71 $
1.69
— $
—
1.71
1.69
See Note 2 for further discussion of the effects of the adoption of the new revenue recognition guidance on our
significant accounting policies.
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU 2016-01 states that entities
will have to measure equity investments (except those accounted for under the equity method, those that result in
consolidation of the investee and certain other investments) at fair value and recognize any changes in fair value in
net income. Under the new guidance, entities will measure equity investments in the scope of the guidance at the end
of each reporting period. We will no longer be able to classify equity investments as trading or available for sale,
and will no longer recognize unrealized holding gains and losses on equity securities previously classified as
available for sale in other comprehensive income (loss). However, the guidance for classifying and measuring
investments in debt securities and loans is unchanged. We adopted ASU 2016-01 in the first quarter of 2018, which
resulted in a cumulative adjustment to accumulated earnings of $4.0 million on January 1, 2018, representing the
accumulated unrealized gains (net of tax) reported in accumulated other comprehensive loss for available for sale
equity securities on December 31, 2017.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of
Certain Cash Receipts and Cash Payments.” This ASU addressed eight specific cash flow issues with the objective
of reducing the existing diversity in practice. We adopted ASU 2016-15 in the first quarter of 2018. This resulted in
changes to our consolidated statement of cash flows included in the accompanying consolidated financial
statements, including:
•
•
•
An accounting policy election was made in the first quarter of 2018 to classify distributions from all of
our equity method investments based on the “nature of distribution method”. Under this approach, we
classify the distributions based on the nature of the activities of the investee that generated the
distribution. This resulted in $183.9 million and $166.7 million of distributions from equity method
investments being reclassified from cash flows from investing activities to cash flows from operating
activities for the years ended December 31, 2017 and 2016, respectively;
Purchase price payments made related to acquisitions more than three months after the acquisition
closed are to be reflected as cash flows from financing activities (assuming they do not exceed the
amount recorded in the initial measurement period). If we record an increase to the estimated purchase
price liability post-measurement period, then such increase (i.e. amounts we pay out above and beyond
initial estimate of liability) would get recorded as an operating cash flow. This resulted in $24.0 million
and $21.0 million of cash paid for acquisitions being reclassified from cash used in investing activities
to cash used in financing activities for the years ended December 31, 2017 and 2016, respectively;
Payments for debt prepayment or debt extinguishment costs, including third-party costs, premiums paid,
and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment are
to be reflected as cash used in financing activities. During the year ended December 31, 2018, we paid a
$20.0 million premium in connection with the early redemption of our 5.00% senior notes (see
Note 11). Such premium has been reflected in cash used in financing activities in the consolidated
statement of cash flows for the year ended December 31, 2018.
77
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.”
This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash
equivalents, and amounts generally described as restricted cash. We adopted ASU 2016-18 in the first quarter of
2018 and, as a result, restricted cash has been included with cash and cash equivalents when reconciling the
beginning-of-period and end-of-period total amounts shown on the statement of cash flows.
Recent Accounting Pronouncements Pending Adoption
The FASB previously issued four ASUs related to leases. The ASUs issued were: (1) in February 2016, ASU
2016-02, “Leases (Topic 842)”, (2) in July 2018, ASU 2018-10, “Codification Improvements to Topic 842,
Leases”, (3) in July 2018, ASU 2018-11, “Target Improvements” and (4) in December 2018, ASU 2018-20,
“Leases (Topic 842): Narrow-Scope Improvements for Lessors.” ASU 2016-02 requires lessees to recognize most
leases on the balance sheet as liabilities, with corresponding right-of-use assets. For income statement recognition
purposes, leases will be classified as either a finance or operating lease in a manner similar to the requirements
under the current lease accounting literature, but without relying upon the bright-line tests. The amendments in ASU
2018-10 affect narrow aspects of the guidance issued in the amendments in ASU 2016-02. The amendments in ASU
2018-11 provide an optional method for adopting the new leasing guidance and provide lessors with a practical
expedient to combine lease and associated non-lease components by class of underlying asset in contracts that meet
certain criteria. The amendments in ASU 2018-20 provide an accounting policy election permitting lessors to treat
certain sales and other similar taxes incurred as lessee costs, guidance on the treatment of certain lessor costs and
guidance on recognizing variable payments for contracts with a lease and non-lease component. These ASUs are
effective for annual periods in fiscal years beginning after December 15, 2018.
We plan to adopt these ASUs in the first quarter of 2019 by using the optional transitional method associated
with a cumulative-effect adjustment to the opening balance of retained earnings. Therefore, comparative financial
statements presented for prior periods will not be impacted by adoption. We will elect certain practical expedients,
including the package of transition practical expedients and the practical expedient to forego separating lease and
non-lease components in our lessee contracts. We will make an accounting policy election to exempt short-term
leases of 12 months or less from balance sheet recognition requirements associated with the new standard; fixed
rental payments for short-term leases will be recognized as a straight-line expense over the lease term.
We estimate that, as a result of the adoption of the leasing guidance, the consolidated balance sheet as of
January 1, 2019 will reflect between $1.2 billion to $1.4 billion of additional lease liabilities. We expect to record
corresponding right-of-use assets below this range, reflecting adjustments for items such as prepaid and deferred
rent, unamortized initial direct costs, and unamortized lease incentive balances. We do not expect that the adoption
of the leasing guidance will have a material impact on our consolidated statements of operations.
The FASB previously issued two ASUs related to financial instruments – credit losses. The ASUs issued
were: (1) in June 2016, ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments” and (2) in November 2018, ASU 2018-19 “Codification Improvements to Topic
326, Financial Instruments—Credit Losses.” ASU 2016-13 is intended to improve financial reporting by requiring
timelier recording of credit losses on loans and other financial instruments held by financial institutions and other
organizations. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the
credit losses standard, but rather, should be accounted for in accordance with the leasing standard. These ASUs are
effective for fiscal years beginning after December 15, 2019, and interim periods within those years, with early
adoption permitted. We are evaluating the effect that ASU 2016-13 and ASU 2018-19 will have on our consolidated
financial statements and related disclosures.
In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying
the Test for Goodwill Impairment.” This ASU eliminates Step 2 from the goodwill impairment test. This ASU also
eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative
assessment. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within
those years, with early adoption permitted. We are evaluating the effect that ASU 2017-04 will have on our goodwill
assessment process, but do not believe the adoption of ASU 2017-04 will have a material impact on our consolidated
financial statements and related disclosures.
78
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In March 2017, the FASB issued ASU 2017-08, “Receivables – Nonrefundable Fees and Other Costs
(Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.” This ASU requires the
premium to be amortized to the earliest call date. This ASU does not require an accounting change for securities
held at a discount; the discount continues to be amortized to maturity. This ASU is effective for fiscal years
beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. We are
evaluating the effect that ASU 2017-08 will have on our consolidated financial statements and related disclosures.
The FASB previously issued two ASUs related to derivatives and hedging. The ASUs issued were: (1) in
August 2017, ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for
Hedging Activities” and (2) in October 2018, ASU 2018-16 “Derivatives and Hedging (Topic 815): Inclusion of the
Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for
Hedge Accounting.” ASU 2017-12 refines and expands hedge accounting for both financial and commodity risks.
ASU 2018-16 adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR
transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies
for both risk management and hedge accounting purposes. These ASUs are effective for fiscal years beginning
after December 15, 2018, and interim periods within those years, with early adoption permitted. We are evaluating
the effect that ASU 2017-12 and ASU 2018-16 will have on our consolidated financial statements and related
disclosures, but do not expect it to have a material impact.
In February 2018, the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income
(Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU
provides an option to reclassify stranded tax effects within accumulated other comprehensive income to retained
earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act
(or portion thereof) is recorded. This ASU is effective for fiscal years beginning after December 15, 2018, and
interim periods within those fiscal years, with early adoption permitted. We are evaluating the effect that ASU
2018-02 will have on our consolidated financial statements and related disclosures, but do not expect it to have a
material impact.
In July 2018, the FASB issued ASU 2018-09, “Codification Improvements.” The amendments in ASU 2018-
09 represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating
inconsistencies and providing clarifications in current guidance. This ASU is effective for fiscal years beginning
after December 15, 2018. We are evaluating the effect that ASU 2018-09 will have on our consolidated financial
statements and related disclosures, but do not expect it to have a material impact.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure
Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU eliminates, adds
and modifies certain disclosure requirements for fair value measurements. This ASU is effective for fiscal years
beginning after December 15, 2019, with early adoption permitted. As ASU 2018-13 only revises disclosure
requirements, it will not have any impact on our consolidated financial statements. We are evaluating the effect, if
any, that ASU 2018-13 will have on our disclosures.
In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit
Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined
Benefit Plans.” This ASU makes minor changes to the disclosure requirements for employers that sponsor defined
benefit pension or other postretirement plans. This ASU is effective for fiscal years ending after December 15, 2020,
with early adoption permitted. As ASU 2018-14 only revises disclosure requirements, it will not have any impact on
our consolidated financial statements. We are evaluating the effect, if any, that ASU 2018-14 will have on our
disclosures.
In October 2018, the FASB issued ASU 2018-17, “Consolidation (Topic 810): Targeted Improvements to
Related Party Guidance for Variable Interest Entities.” This ASU amends the guidance for determining whether a
decision-making fee is a variable interest and requires organizations to consider indirect interests held through
related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its
entirety (as currently required in GAAP). This ASU is effective for fiscal years beginning after December 15, 2019,
and interim periods within those years, with early adoption permitted. We are evaluating the effect that ASU 2018-
17 will have on our consolidated financial statements and related disclosures.
79
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the
Interaction Between Topic 808 and Topic 606.” This ASU provides guidance on how to assess whether certain
transactions between collaborative arrangement participants should be accounted for within the revenue recognition
standard and provides more comparability in the presentation of revenue for certain transactions between
collaborative arrangement participants. This ASU is effective for fiscal years beginning after December 15, 2019,
and interim periods within those years, with early adoption permitted. We are evaluating the effect that ASU 2018-
18 will have on our consolidated financial statements and related disclosures.
4.
FacilitySource Acquisition
On June 12, 2018, CBRE Jason Acquisition LLC (Merger Sub), our wholly-owned subsidiary, and
FacilitySource Holdings, LLC (FacilitySource), WP X Finance, LP and Warburg Pincus X Partners, LP
(collectively, the Stockholders) entered into a stock purchase agreement and plan of merger (the Merger
Agreement). As part of the Merger Agreement, (i) we purchased from the Stockholders all the outstanding shares of
capital stock of FS WP Holdco, Inc (Blocker Corp), which owned 1,686,013 Class A units (the Blocker Units) and
(ii) immediately following the acquisition of Blocker Corp, Merger Sub merged with FacilitySource, with
FacilitySource continuing as the surviving company and our wholly-owned subsidiary within our Americas segment
(the FacilitySource Acquisition), with the remaining Blocker Units not held by Blocker Corp. canceled and
converted into the right to receive cash consideration as set forth in the Merger Agreement. The estimated net initial
purchase price was approximately $266.5 million, with $263.0 million paid in cash. We financed the transaction
with cash on hand and borrowings under our revolving credit facility. We completed the FacilitySource Acquisition
to help us (i) build a tech-enabled supply chain capability for the occupier outsourcing industry and (ii) drive
meaningfully differentiated outcomes for leading occupiers of real estate.
The following represents a summary of the excess purchase price over the estimated fair value of net assets
acquired (dollars in thousands):
Estimated purchase price...................................................................................................................................................
Add: Estimated fair value of net liabilities assumed (see table below).............................................................................
Excess purchase price over estimated fair value of net assets
acquired ...................................................................................................................................................................
$
$
266,465
8,632
275,097
80
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The preliminary purchase accounting related to the FacilitySource Acquisition has been recorded in the
accompanying consolidated financial statements. The excess purchase price over the estimated fair value of net
assets acquired has been recorded to goodwill. The goodwill arising from the FacilitySource Acquisition consists
largely of the synergies and economies of scale expected from combining the operations acquired from
FacilitySource with ours. We are currently assessing if any portion of the goodwill recorded in connection with the
FacilitySource Acquisition will be deductible for tax purposes, but do not expect any tax deductible goodwill to be
significant. Given the complexity of the transaction, the calculation of the fair value of certain assets and liabilities
acquired, primarily income tax items, is still preliminary. The purchase price allocation is expected to be completed
as soon as practicable, but no later than one year from the acquisition date. The following table summarizes the
aggregate estimated fair values of the assets acquired and the liabilities assumed in the FacilitySource Acquisition
(dollars in thousands):
Assets Acquired:
Cash and cash equivalents .......................................................................................................................................... $
Receivables, net ..........................................................................................................................................................
Prepaid expenses ........................................................................................................................................................
Property and equipment..............................................................................................................................................
Other intangible assets................................................................................................................................................
Other assets.................................................................................................................................................................
Total assets acquired ...............................................................................................................................................
Liabilities Assumed:
Accounts payable and accrued expenses ....................................................................................................................
Accrued bonus and profit sharing...............................................................................................................................
Compensation and employee benefits payable...........................................................................................................
Line of credit and term loan .......................................................................................................................................
Deferred tax liabilities, net .........................................................................................................................................
Other liabilities ...........................................................................................................................................................
Total liabilities assumed..........................................................................................................................................
Estimated Fair Value of Net Liabilities Assumed ........................................................................................................ $
2,627
37,902
477
41,680
48,200
114
131,000
48,273
5,036
1,472
26,295
57,428
1,128
139,632
(8,632)
The following is a summary of the preliminary estimate of the amortizable intangible assets and depreciable
computer software acquired in connection with the FacilitySource Acquisition (dollars in thousands):
Asset Class
Intangibles
As of December 31, 2018
Weighted
Average
Amortization/
Depreciation
Period
Amount
Assigned at
Acquisition
Date
Accumulated
Amortization
and
Depreciation
Net Carrying
Value
Trade name ...........................................................................................
Customer relationships .........................................................................
Total amortizable intangible assets acquired ....................................
20 years
6.67 years
16.96 years
$
$
37,200 $
11,000
48,200 $
1,007 $
894
1,901 $
36,193
10,106
46,299
Property and Equipment ..........................................................................
Computer software ...............................................................................
10 years
$
38,800 $
2,102 $
36,698
Upon close of the FacilitySource Acquisition, we immediately repaid the line of credit and term loan assumed
from FacilitySource.
The accompanying consolidated statement of operations for the year ended December 31, 2018 includes
revenue, an operating loss and a net loss of $121.6 million, ($3.9) million and ($2.9) million, respectively
attributable to the FacilitySource Acquisition. This does not include direct transaction and integration costs of $6.7
million and depreciation and amortization expense of $4.0 million related to computer software and intangible assets
acquired, all of which were incurred during the year ended December 31, 2018 in connection with the FacilitySource
Acquisition.
81
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Unaudited pro forma results, assuming the FacilitySource Acquisition had occurred as of January 1, 2016 for
purposes of the pro forma disclosures for the years ended December 31, 2018, 2017 and 2016 are presented below.
They include certain adjustments for increased depreciation and amortization expense related to acquired computer
software and intangible assets as well as increased interest expense associated with borrowings under our revolving
credit facility used to fund the acquisition, as follows (dollars in thousands):
Depreciation expense ...................................................................................................
Amortization expense...................................................................................................
Interest expense ............................................................................................................
$
1,253 $
1,019
2,748
3,054 $
2,190
6,098
3,298
2,190
6,098
Year Ended December 31,
2017
2018
2016
Pro forma adjustments also include the removal of historical amortization of goodwill recorded by
FacilitySource before we acquired them and $6.7 million of direct costs incurred by us during the year ended
December 31, 2018 as well as the tax impact of all pro forma adjustments for all periods presented. These unaudited
pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what
operating results would have been had the FacilitySource Acquisition occurred on January 1, 2016 and may not be
indicative of future operating results (dollars in thousands, except share data):
Revenue ........................................................................................................................ $
Operating income .........................................................................................................
Net income attributable to CBRE Group, Inc. .............................................................
Basic income per share:
Year Ended December 31,
2017
18,778,312 $
1,058,834
680,392
2018
21,437,014 $
1,089,738
1,061,916
2016
17,472,602
794,495
555,332
Net income per share attributable to CBRE Group, Inc. ....................................... $
3.13 $
2.02 $
1.66
Weighted average shares outstanding for basic income per share ........................
339,321,056
337,658,017
335,414,831
Diluted income per share:
Net income per share attributable to CBRE Group, Inc. ....................................... $
3.09 $
2.00 $
1.64
Weighted average shares outstanding for diluted income per share .....................
343,122,741
340,783,556
338,424,563
5. Warehouse Receivables & Warehouse Lines of Credit
A rollforward of our warehouse receivables is as follows (dollars in thousands):
Beginning balance at December 31, 2017 ............................................. $
Origination of mortgage loans ...............................................................
Gains (premiums on loan sales).............................................................
Proceeds from sale of mortgage loans:
Sale of mortgage loans...........................................................................
Cash collections of premiums on loan sales ..........................................
Proceeds from sale of mortgage loans ............................................
Net decrease in mortgage servicing rights included in warehouse
receivables...........................................................................................
Ending balance at December 31, 2018 .................................................. $
928,038
20,591,602
56,000
(20,174,676)
(56,000)
(20,230,676)
(2,496)
1,342,468
82
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table is a summary of our warehouse lines of credit in place as of December 31, 2018 and 2017
(dollars in thousands):
Lender
JP Morgan Chase Bank, N.A. (JP Morgan) .....
Current
Maturity
10/21/2019 daily one-month LIBOR
Pricing
December 31, 2018
December 31, 2017
Maximum
Facility
Size
Carrying
Value
Maximum
Facility
Size
Carrying
Value
plus 1.30%
$ 985,000 $ 871,680 $1,000,000 $ 192,180
JP Morgan ........................................................
10/21/2019 daily one-month LIBOR
Fannie Mae Multifamily As Soon As
Pooled Plus Agreement and Multifamily
As Soon As Pooled Sale Agreement
(ASAP) Program...........................................
TD Bank, N.A. (TD Bank) (1).........................
Cancelable
anytime
plus 2.75%
daily one-month LIBOR
plus 1.35%, with a LIBOR
floor of 0.35%
6/30/2019 daily one-month LIBOR
15,000
—
25,000
5,800
450,000
149,089
450,000 205,827
Bank of America, N.A. (BofA) (2) ..................
6/4/2019 daily one-month LIBOR
plus 1.30%
425,000
21,852
337,500 130,443
plus 1.20%
400,000
165,945
800,000 225,416
Capital One, N.A. (Capital One) (3) ................
7/27/2019 daily one-month LIBOR
plus 1.35%
325,000
387,500 151,100
$2,600,000 $1,328,761 $3,000,000 $ 910,766
120,195
(1)
(2)
(3)
Line was temporarily increased from $400.0 million to $800.0 million to accommodate 2017 year-end volume. Maximum facility reverted
to $400.0 million on February 1, 2018.
Line was temporarily increased from $225.0 million to $337.5 million to accommodate 2017 year-end volume. Maximum facility reverted
back to $225.0 million on January 27, 2018. During 2018, an additional $200.0 million line of credit was added.
Line was temporarily increased from $200.0 million to $387.5 million to accommodate 2017 year-end volume. Maximum facility reverted
back to $200.0 million on January 9, 2018. During 2018, the maximum facility size was increased to $325.0 million.
During the year ended December 31, 2018, we had a maximum of $2.8 billion of warehouse lines of credit
principal outstanding.
6.
Variable Interest Entities (VIEs)
We hold variable interests in certain VIEs in our Global Investment Management and Development Services
segments which are not consolidated as it was determined that we are not the primary beneficiary. Our involvement
with these entities is in the form of equity co-investments and fee arrangements.
As of December 31, 2018 and 2017, our maximum exposure to loss related to the VIEs which are not
consolidated was as follows (dollars in thousands):
Investments in unconsolidated subsidiaries ........................................
Other current assets .............................................................................
Co-investment commitments...............................................................
Maximum exposure to loss...........................................................
$
$
December 31,
2018
2017
23,266 $
3,827
22,363
49,456 $
26,273
3,401
2,364
32,038
83
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
7.
Fair Value Measurements
The “Fair Value Measurements and Disclosures” topic (Topic 820) of the FASB ASC defines fair value as
the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction between market participants at the
measurement date. Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to
measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of
unobservable inputs. The three levels of inputs used to measure fair value are as follows:
• Level 1 – Quoted prices in active markets for identical assets or liabilities.
• Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar
assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are
not active; or other inputs that are observable or can be corroborated by observable market data.
• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to
the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies
and similar techniques that use significant unobservable inputs.
There were no significant transfers in or out of Level 1 and Level 2 during the years ended December 31, 2018
and 2017.
The following tables present the fair value of assets and liabilities measured at fair value on a recurring basis
as of December 31, 2018 and 2017 (dollars in thousands):
As of December 31, 2018
Fair Value Measured and Recorded Using
Level 3
Level 2
Level 1
Total
Assets
Available for sale securities:
Debt securities:
U.S. treasury securities .................................................................. $
Debt securities issued by U.S. federal agencies ............................
Corporate debt securities ...............................................................
Asset-backed securities..................................................................
Collateralized mortgage obligations ..............................................
Total available for sale debt securities....................................
Equity securities ..........................................................................................
Warehouse receivables ................................................................................
Total assets at fair value.......................................................... $
Liabilities
Interest rate swaps ....................................................................................... $
Securities sold, not yet purchased ...............................................................
Total liabilities at fair value .................................................... $
3,138 $
—
—
—
—
3,138
153,762
—
156,900 $
— $
11,196
27,201
5,017
2,224
45,638
—
1,342,468
1,388,106 $
— $
3,133
3,133 $
1,070 $
—
1,070 $
— $
—
—
—
—
—
—
—
— $
— $
—
— $
3,138
11,196
27,201
5,017
2,224
48,776
153,762
1,342,468
1,545,006
1,070
3,133
4,203
84
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
As of December 31, 2017
Fair Value Measured and Recorded Using
Level 3
Level 2
Level 1
Total
Assets
Available for sale securities:
Debt securities:
U.S. treasury securities .................................................................. $
Debt securities issued by U.S. federal agencies ............................
Corporate debt securities ...............................................................
Asset-backed securities..................................................................
Collateralized mortgage obligations ..............................................
Total available for sale debt securities....................................
Equity securities ..........................................................................................
Warehouse receivables ................................................................................
Total assets at fair value.......................................................... $
Liabilities
Interest rate swaps ....................................................................................... $
Securities sold, not yet purchased ...............................................................
Foreign currency exchange forward contracts ............................................
Total liabilities at fair value .................................................... $
3,820 $
—
—
—
—
3,820
133,595
—
137,415 $
— $
3,431
—
3,431 $
— $
4,901
20,023
3,577
2,366
30,867
—
928,038
958,905 $
4,766 $
—
55
4,821 $
— $
—
—
—
—
—
—
—
— $
— $
—
—
— $
3,820
4,901
20,023
3,577
2,366
34,687
133,595
928,038
1,096,320
4,766
3,431
55
8,252
During the year ended December 31, 2018, we recorded a gain of $100.4 million associated with remeasuring
our 50% investment in a previously unconsolidated subsidiary in New England to fair value as of the date we
acquired the remaining 50% controlling interest. Fair value of this investment in unconsolidated subsidiary at
acquisition date was $110.1 million, based upon the purchase price paid for the remaining 50% interest acquired,
excluding the estimated control premium paid, which falls under Level 3 of the fair value hierarchy. Such gain was
reflected in other income in our Americas segment in the accompanying consolidated statements of operations for
the year ended December 31, 2018.
There were no significant non-recurring fair value measurements recorded during the years ended
December 31, 2017 and 2016.
The fair values of the warehouse receivables are primarily calculated based on already locked in security buy
prices. At December 31, 2018 and 2017, all of the warehouse receivables included in the accompanying
consolidated balance sheets were either under commitment to be purchased by Freddie Mac or had confirmed
forward trade commitments for the issuance and purchase of Fannie Mae or Ginnie Mae mortgage backed securities
that will be secured by the underlying loans (See Notes 2 and 5). These assets are classified as Level 2 in the fair
value hierarchy as a substantial majority of inputs are readily observable.
The valuation of interest rate swaps and foreign currency exchange forward contracts is determined using
widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each
derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses
observable market-based inputs, including interest rate and foreign currency exchange forward curves. The fair
values of interest rate swaps and foreign currency exchange forward contracts are determined using the market
standard methodology of netting the discounted future estimated cash payments/receipts. The estimated cash flows
are based on an expectation of future interest rates or foreign currency exchange rates using forward curves derived
from observable market interest rate and foreign currency exchange forward curves.
Fair value measurements for our available for sale debt securities are obtained from independent pricing
services which utilize observable market data that may include quoted market prices, dealer quotes, market spreads,
cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information
and the instrument's terms and conditions.
The equity securities and securities sold, not yet purchased are primarily in the U.S. and are generally valued
at the last reported sales price on the day of valuation or, if no sales occurred on the valuation date, at the mean of
the bid and asked prices on such date.
85
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FASB ASC Topic 825, “Financial Instruments” requires disclosure of fair value information about financial
instruments, whether or not recognized in the accompanying consolidated balance sheets. Our financial instruments
are as follows:
•
•
•
•
•
•
•
•
•
•
•
•
Cash and Cash Equivalents and Restricted Cash – These balances include cash and cash equivalents as
well as restricted cash with maturities of less than three months. The carrying amount approximates fair
value due to the short-term maturities of these instruments.
Receivables, less Allowance for Doubtful Accounts – Due to their short-term nature, fair value
approximates carrying value.
Warehouse Receivables – These balances are carried at fair value. The primary source of value is either
a contractual purchase commitment from Freddie Mac or a confirmed forward trade commitment for the
issuance and purchase of a Fannie Mae or Ginnie Mae MBS (see Notes 2 and 5).
Available For Sale Debt Securities – These investments are carried at their fair value.
Equity Securities – These investments are carried at their fair value.
Foreign Currency Exchange Forward Contracts – These assets and liabilities are carried at their fair
value as calculated by using widely accepted valuation techniques including discounted cash flow
analysis on the expected cash flows of each derivative.
Securities Sold, not yet Purchased – These liabilities are carried at their fair value.
Short-Term Borrowings – This balance represents outstanding amounts under our warehouse lines of
credit of our wholly-owned subsidiary, CBRE Capital Markets. Due to the short-term nature and
variable interest rates of these instruments, fair value approximates carrying value (see Notes 5 and 11).
Senior Term Loans – Based upon information from third-party banks (which falls within Level 2 of the
fair value hierarchy), the estimated fair value of our senior term loans was approximately $757.0 million
and $199.9 million at December 31, 2018 and 2017, respectively. Their actual carrying value, net of
unamortized debt issuance costs, totaled $751.3 million and $193.5 million at December 31, 2018 and
2017, respectively (see Note 11).
Interest Rate Swaps – These liabilities are carried at their fair value as calculated by using widely-
accepted valuation techniques including discounted cash flow analysis on the expected cash flows of
each derivative (see Note 11).
Senior Notes – Based on dealers’ quotes (which falls within Level 2 of the fair value hierarchy), the
estimated fair values of our 4.875% senior notes and 5.25% senior notes were $616.4 million and
$443.7 million, respectively, at December 31, 2018 and $645.7 million and $468.0 million, respectively,
at December 31, 2017. The actual carrying value of our 4.875% senior notes and 5.25% senior notes, net
of unamortized debt issuance costs as well as unamortized discount or premium, if applicable, totaled
$592.8 million and $422.7 million, respectively, at December 31, 2018 and $592.0 million and $422.4
million, respectively, at December 31, 2017. In March 2018, we redeemed our 5.00% senior notes in
full (see Note 11). At December 31, 2017, the estimated fair value (based on dealers’ quotes) and actual
carrying value (net of unamortized debt issuance costs) of our 5.00% senior notes was $823.8 million
and $791.7 million, respectively.
Notes Payable on Real Estate – As of December 31, 2018 and 2017, the carrying value of our notes
payable on real estate, net of unamortized debt issuance costs, was $6.3 million and $17.9 million,
respectively. These notes payable were not recourse to CBRE Group, Inc., except for being recourse to
the single-purpose entities that held the real estate assets and were the primary obligors on the notes
payable. These borrowings have either fixed interest rates or floating interest rates at spreads added to a
market index. Although it is possible that certain portions of our notes payable on real estate may have
fair values that differ from their carrying values, based on the terms of such loans as compared to
current market conditions, or other factors specific to the borrower entity, we do not believe that the fair
value of our notes payable is significantly different than their carrying value.
86
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
8.
Property and Equipment
Property and equipment consists of the following (dollars in thousands):
Computer hardware and software......................................................
Leasehold improvements...................................................................
Furniture and equipment ...................................................................
Equipment under capital leases .........................................................
Total cost ...........................................................................................
Accumulated depreciation and amortization .....................................
Property and equipment, net.......................................................
Useful Lives
3-10 years
$
1-15 years
1-10 years
3-5 years
$
December 31,
2018
838,301 $
472,952
307,812
10,654
1,629,719
(908,027)
721,692 $
2017
670,059
415,947
279,621
10,803
1,376,430
(758,691)
617,739
Depreciation and amortization expense associated with property and equipment was $192.8 million, $166.0
million and $151.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.
9.
Goodwill and Other Intangible Assets
The following table summarizes the changes in the carrying amount of goodwill for the years ended
December 31, 2018 and 2017 (dollars in thousands):
Americas EMEA
Asia
Pacific
Global
Investment
Management
Development
Services
Total
Balance as of December 31, 2016:
Goodwill.......................................................................
Accumulated impairment losses ..................................
Purchase accounting entries related to acquisitions............
Foreign exchange movement ..............................................
Balance as of December 31, 2017:
Goodwill.......................................................................
Accumulated impairment losses ..................................
Purchase accounting entries related to acquisitions............
Foreign exchange movement ..............................................
Balance as of December 31, 2018:
Goodwill.......................................................................
Accumulated impairment losses ..................................
$2,302,929 $1,047,295 $ 150,706 $
—
(138,631)
908,664 150,706
4,198
11,204
(798,290)
1,504,639
104,654
993
17,402
91,761
(798,290)
(138,631)
2,408,576 1,156,458 166,108
—
1,610,286 1,017,827 166,108
8,096
(8,556)
450,380
(1,623)
17,838
(51,753)
2,857,333 1,122,543 165,648
—
$2,059,043 $ 983,912 $ 165,648 $
(138,631)
(798,290)
462,305 $
(44,922)
417,383
17,568
25,568
505,441
(44,922)
460,519
(5,110)
(11,703)
86,663 $ 4,049,898
(86,663) (1,068,506)
— 2,981,392
—
143,822
—
129,526
86,663 4,323,246
(86,663) (1,068,506)
— 3,254,740
—
471,204
—
(73,635)
488,628
(44,922)
443,706 $
86,663 4,720,815
(86,663) (1,068,506)
— $ 3,652,309
In the second quarter of 2018, we completed the FacilitySource Acquisition (see Note 4). Additionally, during
2018, we acquired a retail leasing and property management firm in Australia, two firms in Israel (our former
affiliate and a majority interest in a local facilities management provider), a commercial real estate services provider
in San Antonio, a provider of real estate and facilities consulting services to healthcare companies across the United
States and the remaining 50% equity interest in our longstanding New England joint venture.
During 2017, we completed 11 in-fill acquisitions, including two leading Software as a Service (SaaS)
platforms – one that produces scalable interactive visualization technologies for commercial real estate and one that
provides technology solutions for facilities management operations, a healthcare-focused project manager in
Australia, a full-service brokerage and management boutique in South Florida, a technology-enabled national
boutique commercial real estate finance and consulting firm in the United States, a retail consultancy in France, a
majority interest in a Toronto-based investment management business specializing in private infrastructure and
private equity investments, a San Francisco-based technology-focused boutique real estate brokerage firm, a project
management and design engineering firm operating across the United States, a Washington, D.C.-based retail
brokerage operation and a leading technical engineering services provider in Italy.
87
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Our annual assessment of goodwill and other intangible assets deemed to have indefinite lives has historically
been completed as of the beginning of the fourth quarter of each year. We performed the 2018, 2017 and 2016
assessments as of October 1. When we performed our required annual goodwill impairment review as of October 1,
2018, 2017 and 2016, we determined that no impairment existed as the estimated fair value of our reporting units
was in excess of their carrying value.
Other intangible assets totaled $1.4 billion, net of accumulated amortization of $1.2 billion as of December 31,
2018, and $1.4 billion, net of accumulated amortization of $1.0 billion, as of December 31, 2017 and are comprised
of the following (dollars in thousands):
December 31,
2018
2017
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Unamortizable intangible assets:
Management contracts.............................................................. $
Trademarks ...............................................................................
Trade names..............................................................................
Amortizable intangible assets:
86,585
56,800
16,250
159,635
$
90,503
56,800
16,250
163,553
Customer relationships .............................................................
Mortgage servicing rights.........................................................
Trademarks/Trade name ...........................................................
Management contracts..............................................................
Covenant not to compete ..........................................................
Other .........................................................................................
(355,642)
(235,626)
(64,866)
(122,450)
(57,358)
(164,796)
(1,000,738)
Total intangible assets ..................................................................... $ 2,621,701 $ (1,180,393) $ 2,399,850 $ (1,000,738)
843,387 $
697,322
312,699
200,251
73,750
334,657
2,462,066
(435,225)
(272,852)
(76,514)
(135,835)
(73,750)
(186,217)
(1,180,393)
802,597 $
608,757
321,406
203,291
73,750
226,496
2,236,297
Unamortizable intangible assets include management contracts identified as a result of the REIM Acquisitions
relating to relationships with open-end funds, a trademark separately identified as a result of the 2001 Acquisition
and a trade name separately identified in connection with the REIM Acquisitions, which represents the Clarion
Partners trade name in the U.S. These intangible assets have indefinite useful lives and accordingly are not being
amortized.
Customer relationships relate to existing relationships acquired through acquisitions mainly in the brokerage,
occupier outsourcing and property management lines of business that are being amortized over useful lives of up to
20 years.
Mortgage servicing rights represent the carrying value of servicing assets in our mortgage brokerage line of
business in the U.S. The mortgage servicing rights are being amortized over the estimated period that net servicing
income is expected to be received, which is typically up to ten years.
In connection with the GWS Acquisition, trademarks of approximately $280 million were separately
identified and are being amortized over 20 years.
Management contracts consist primarily of asset management contracts relating to relationships with closed-
end funds and separate accounts in the U.S., Europe and Asia that were separately identified as a result of the REIM
Acquisitions. These management contracts are being amortized over useful lives of up to 13 years.
A covenant not to compete of approximately $74 million was separately identified in connection with the
GWS Acquisition and was amortized over three years.
Other amortizable intangible assets mainly represent transition costs, which primarily get amortized to cost of
services over the life of the associated contract.
88
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Amortization expense related to intangible assets was $258.7 million, $238.7 million and $211.7 million for
the years ended December 31, 2018, 2017 and 2016, respectively. The estimated annual amortization expense for
each of the years ending December 31, 2019 through December 31, 2023 approximates $208.2 million, $182.2
million, $151.4 million, $134.1 million and $119.9 million, respectively.
10.
Investments in Unconsolidated Subsidiaries
Investments in unconsolidated subsidiaries are accounted for under the equity method of accounting. Our
investment ownership percentages in equity method investments vary, generally ranging up to 5.0% in our Global
Investment Management segment, up to 30.0% in our Development Services segment, and up to 50.0% in our other
business segments.
Combined condensed financial information for the entities accounted for using the equity method is as follows
(dollars in thousands):
Condensed Balance Sheets Information:
December 31,
2018
2017
Global Investment Management
Current assets................................................................................
Non-current assets ........................................................................
Total assets.............................................................................
Current liabilities ..........................................................................
Non-current liabilities...................................................................
Total liabilities .......................................................................
Non-controlling interests ..............................................................
Development Services
Current assets................................................................................
Non-current assets ........................................................................
Total assets.............................................................................
Current liabilities ..........................................................................
Non-current liabilities...................................................................
Total liabilities .......................................................................
Other
Current assets................................................................................
Non-current assets ........................................................................
Total assets.............................................................................
Current liabilities ..........................................................................
Non-current liabilities...................................................................
Total liabilities .......................................................................
Total
824,884 $
$
1,304,249
16,296,613 15,369,496
$ 17,121,497 $ 16,673,745
526,777
$
4,354,825
4,881,602
83,579
409,014 $
4,423,313
4,832,327 $
261,654 $
$
$
$
$
$
$
$
$
$
$
3,058,166 $
99,728
3,157,894 $
1,478,461 $
67,913
1,546,374 $
2,995,449
102,508
3,097,957
1,451,239
110,649
1,561,888
48,061 $
182,564
230,625 $
32,480 $
3,891
36,371 $
86,171
76,577
162,748
54,211
1,340
55,551
Current assets................................................................................
Non-current assets ........................................................................
Total assets.............................................................................
3,931,111 $
$
4,385,869
16,578,905 15,548,581
$ 20,510,016 $ 19,934,450
Current liabilities ..........................................................................
Non-current liabilities...................................................................
Total liabilities .......................................................................
Non-controlling interests ..............................................................
$
$
$
1,919,955 $
4,495,117
6,415,072 $
2,032,227
4,466,814
6,499,041
261,654 $
83,579
89
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Statements of Operations Information:
Global Investment Management
Revenue ......................................................................................
Operating income .......................................................................
Net income..................................................................................
Development Services
Revenue ......................................................................................
Operating income .......................................................................
Net income..................................................................................
Other
Revenue ......................................................................................
Operating income .......................................................................
Net income..................................................................................
Total
Revenue ......................................................................................
Operating income .......................................................................
Net income..................................................................................
$
$
$
$
Year Ended December 31,
2017
2018
2016
1,199,641 $
641,150
463,560
1,108,125 $
972,493
833,189
1,184,573
209,230
122,560
124,175 $
254,191
204,619
104,816 $
427,407
395,697
200,869 $
11,548
11,533
179,649 $
25,924
25,459
85,594
292,141
269,841
156,035
26,500
26,350
1,524,685 $
906,889
679,712
1,392,590 $
1,425,824
1,254,345
1,426,202
527,871
418,751
Our Global Investment Management segment invests our own capital in certain real estate investments with
clients. We have provided investment management, property management, brokerage and other professional services
in connection with these real estate investments on an arm’s length basis and earned revenues from these
unconsolidated subsidiaries of $134.3 million, $100.3 million and $86.8 million during the years ended
December 31, 2018, 2017 and 2016, respectively.
11. Long-Term Debt and Short-Term Borrowings
Total long-term debt and short-term borrowings consist of the following (dollars in thousands):
Long-Term Debt
Senior term loans, with interest ranging from
0.75% to 3.38%, due through 2023 .................................................
4.875% senior notes due in 2026, net of
unamortized discount .......................................................................
5.25% senior notes due in 2025, net of unamortized
premium ...........................................................................................
5.00% senior notes, redeemed in March 2018 ...................................
Other ...................................................................................................
Total long-term debt ...........................................................................
Less: current maturities of long-term debt..........................................
Less: unamortized debt issuance costs................................................
Total long-term debt, net of current maturities.............................
Short-Term Borrowings
Warehouse lines of credit, with interest ranging
from 2.82% to 5.25%, due in 2019..................................................
Other ...................................................................................................
Total short-term borrowings.....................................................
December 31,
2018
2017
$
758,452 $
200,000
596,653
596,273
426,134
—
3,682
1,784,921
(3,146)
(14,515)
1,767,260 $
426,317
800,000
8
2,022,598
(8)
(22,987)
1,999,603
1,328,761 $
—
1,328,761 $
910,766
16
910,782
$
$
$
Future annual aggregate maturities of total consolidated gross debt (excluding unamortized discount, premium
and deferred financing costs) at December 31, 2018 are as follows (dollars in thousands): 2019—$1,331,907;
2020—$536; 2021—$0; 2022—$300,000; 2023—$458,452 and $1,025,000 thereafter.
90
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Long-Term Debt
We maintain credit facilities with third-party lenders, which we use for a variety of purposes. On January 9,
2015, CBRE Services, our wholly-owned subsidiary, entered into an amended and restated credit agreement (2015
Credit Agreement) with a syndicate of banks jointly led by Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities LLC and Credit Suisse AG (CS). On March 21, 2016, CBRE Services executed an amendment
to the 2015 Credit Agreement that, among other things, extended the maturity on the revolving credit facility to
March 2021 and increased the borrowing capacity under the revolving credit facility by $200.0 million. On
October 31, 2017, CBRE Services entered into a new Credit Agreement (the 2017 Credit Agreement), which
refinanced and replaced the 2015 Credit Agreement. We used $200.0 million of borrowings from the tranche A term
loan facility and $83.0 million of revolving credit facility borrowings under the 2017 Credit Agreement, in addition
to cash on hand, to repay all amounts outstanding under the 2015 Credit Agreement. On December 20, 2018, CBRE
Global Acquisition Company, a wholly-owned subsidiary of CBRE Services, entered into an incremental term loan
assumption agreement with a syndicate of banks jointly led by Wells Fargo Bank and National Westminster Bank
plc to establish a new euro term loan facility under the 2017 Credit Agreement in an aggregate principal amount of
400.0 million euros. The proceeds of the new euro term loan facility were used to repay a portion of the U.S. dollar
denominated term loans outstanding under the 2017 Credit Agreement.
The 2017 Credit Agreement is a senior unsecured credit facility that is jointly and severally guaranteed by us
and certain of our subsidiaries. As of December 31, 2018, the 2017 Credit Agreement provided for the following: (1)
a $2.8 billion revolving credit facility, which includes the capacity to obtain letters of credit and swingline loans and
matures on October 31, 2022; (2) a $750.0 million delayed draw tranche A term loan facility, requiring quarterly
principal payments, which began on March 5, 2018 and continue through maturity on October 31, 2022, provided
that in the event that our leverage ratio (as defined in the 2017 Credit Agreement) is less than or equal to 2.50 to
1.00 on the last day of the fiscal quarter immediately preceding any such payment date, no such quarterly principal
payment shall be required on such date and (3) a 400.0 million euro term loan facility due and payable in full at
maturity on December 20, 2023.
As of December 31, 2018, borrowings under the tranche A term loan facility under the 2017 Credit Agreement
bear interest, based at our option, on either (1) the applicable fixed rate plus 0.875% to 1.25% or (2) the daily rate
plus 0.0% to 0.25%, in each case as determined by reference to our Credit Rating (as defined in the 2017 Credit
Agreement) and borrowings under the euro term loan facility under the 2017 Credit Agreement bear interest at a
minimum rate of 0.75% plus EURIBOR (as of December 31, 2018, EURIBOR was negative). We had $294.4
million and $193.5 million of tranche A term loan borrowings outstanding under the 2017 Credit Agreement (at
interest rates of 3.36% and 2.51%), net of unamortized debt issuance costs, included in the accompanying
consolidated balance sheets at December 31, 2018 and 2017, respectively. In addition, as of December 31, 2018, we
had $456.9 million of euro term loan borrowings outstanding under the 2017 Credit Agreement (at an interest rate of
0.75%), net of unamortized debt issuance costs, which was included in the accompanying consolidated balance
sheets.
In March 2011, we entered into five interest rate swap agreements, all with effective dates in October 2011,
and immediately designated them as cash flow hedges in accordance with FASB ASC Topic 815, “Derivatives and
Hedging”. The purpose of these interest rate swap agreements is to attempt to hedge potential changes to our cash
flows due to the variable interest nature of our senior term loan facilities. The total notional amount of these interest
rate swap agreements is $400.0 million, with $200.0 million having expired in October 2017 and $200.0 million
expiring in September 2019. The ineffective portion of the change in fair value of the derivatives is recognized
directly in earnings. There was no significant hedge ineffectiveness for the years ended December 31, 2018, 2017
and 2016. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow
hedges is recorded in accumulated other comprehensive loss on the balance sheet and is subsequently reclassified
into earnings in the period that the hedged forecasted transaction affects earnings. We reclassified $2.7 million, $7.4
million and $10.7 million for the years ended December 31, 2018, 2017, and 2016, respectively, from accumulated
other comprehensive loss to interest expense. During the next twelve months, we estimate that $1.1 million will be
reclassified from accumulated other comprehensive loss to interest expense. In addition, we recorded net gains of
$1.0 million and $0.9 million and a net loss of $2.4 million for the years ended December 31, 2018, 2017 and 2016,
respectively, to other comprehensive loss in relation to such interest rate swap agreements. As of December 31,
2018 and 2017, the fair values of such interest rate swap agreements were reflected as a $1.1 million liability
(included in other current liabilities) and a $4.8 million liability (included in other liabilities), respectively, in the
accompanying consolidated balance sheets.
91
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
On August 13, 2015, CBRE Services issued $600.0 million in aggregate principal amount of 4.875% senior
notes due March 1, 2026 at a price equal to 99.24% of their face value. The 4.875% senior notes are unsecured
obligations of CBRE Services, senior to all of its current and future subordinated indebtedness, but effectively
subordinated to all of its current and future secured indebtedness. The 4.875% senior notes are jointly and severally
guaranteed on a senior basis by us and each domestic subsidiary of CBRE Services that guarantees our 2017 Credit
Agreement. Interest accrues at a rate of 4.875% per year and is payable semi-annually in arrears on March 1 and
September 1, with the first interest payment made on March 1, 2016. The 4.875% senior notes are redeemable at our
option, in whole or in part, prior to December 1, 2025 at a redemption price equal to the greater of (1) 100% of the
principal amount of the 4.875% senior notes to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon to December 1, 2025 (not including any portions of payments
of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis at the
Adjusted Treasury Rate (as defined in the indenture governing these notes). In addition, at any time on or after
December 1, 2025, the 4.875% senior notes may be redeemed by us, in whole or in part, at a redemption price equal
to 100.0% of the principal amount, plus accrued and unpaid interest, if any, to (but excluding) the date of
redemption. If a change of control triggering event (as defined in the indenture governing these notes) occurs, we are
obligated to make an offer to purchase the then outstanding 4.875% senior notes at a redemption price of 101.0% of
the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The amount of the 4.875%
senior notes, net of unamortized discount and unamortized debt issuance costs, included in the accompanying
consolidated balance sheets was $592.8 million and $592.0 million at December 31, 2018 and 2017, respectively.
On September 26, 2014, CBRE Services issued $300.0 million in aggregate principal amount of 5.25% senior
notes due March 15, 2025. On December 12, 2014, CBRE Services issued an additional $125.0 million in aggregate
principal amount of 5.25% senior notes due March 15, 2025 at a price equal to 101.5% of their face value, plus
interest deemed to have accrued from September 26, 2014. The 5.25% senior notes are unsecured obligations of
CBRE Services, senior to all of its current and future subordinated indebtedness, but effectively subordinated to all
of its current and future secured indebtedness. The 5.25% senior notes are jointly and severally guaranteed on a
senior basis by us and each domestic subsidiary of CBRE Services that guarantees our 2017 Credit Agreement.
Interest accrues at a rate of 5.25% per year and is payable semi-annually in arrears on March 15 and September 15,
with the first interest payment made on March 15, 2015. The 5.25% senior notes are redeemable at our option, in
whole or in part, prior to December 15, 2024 at a redemption price equal to the greater of (1) 100% of the principal
amount of the 5.25% senior notes to be redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon to December 15, 2024 (not including any portions of payments of interest
accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis at the Adjusted
Treasury Rate (as defined in the indentures governing these notes). In addition, at any time on or after December 15,
2024, the 5.25% senior notes may be redeemed by us, in whole or in part, at a redemption price equal to 100.0% of
the principal amount, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. If a change
of control triggering event (as defined in the indenture governing these notes) occurs, we are obligated to make an
offer to purchase the then outstanding 5.25% senior notes at a redemption price of 101.0% of the principal amount,
plus accrued and unpaid interest, if any, to the date of purchase. The amount of the 5.25% senior notes, net of
unamortized premium and unamortized debt issuance costs, included in the accompanying consolidated balance
sheets was $422.7 million and $422.4 million at December 31, 2018 and 2017, respectively.
On March 14, 2013, CBRE Services issued $800.0 million in aggregate principal amount of 5.00% senior
notes due March 15, 2023. The 5.00% senior notes were unsecured obligations of CBRE Services, senior to all of its
current and future subordinated indebtedness, but effectively subordinated to all of its current and future secured
indebtedness. The 5.00% senior notes were jointly and severally guaranteed on a senior basis by us and each
domestic subsidiary of CBRE Services that guaranteed our 2017 Credit Agreement. Interest accrued at a rate of
5.00% per year and was payable semi-annually in arrears on March 15 and September 15. The 5.00% senior notes
were redeemable at our option, in whole or in part, on March 15, 2018 at a redemption price of 102.5% of the
principal amount on that date. We redeemed these notes in full on March 15, 2018 and incurred charges of $28.0
million, including a premium of $20.0 million and the write-off of $8.0 million of unamortized deferred financing
costs. We funded this redemption with $550.0 million of borrowings from our tranche A term loan facility and
borrowings from our revolving credit facility under our 2017 Credit Agreement. The amount of the 5.00% senior
notes, net of unamortized debt issuance costs, included in the accompanying consolidated balance sheets was $791.7
million at December 31, 2017.
92
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The indentures governing our 4.875% senior notes and 5.25% senior notes contain restrictive covenants that,
among other things, limit our ability to create or permit liens on assets securing indebtedness, enter into
sale/leaseback transactions and enter into consolidations or mergers. In addition, our 2017 Credit Agreement also
requires us to maintain a minimum coverage ratio of consolidated EBITDA (as defined in the 2017 Credit
Agreement) to consolidated interest expense of 2.00x and a maximum leverage ratio of total debt less available cash
to consolidated EBITDA (as defined in the 2017 Credit Agreement) of 4.25x (and in the case of the first four full
fiscal quarters following consummation of a qualified acquisition (as defined in the 2017 Credit Agreement), 4.75x)
as of the end of each fiscal quarter. On this basis, our coverage ratio of consolidated EBITDA to consolidated
interest expense was 20.61x for the year ended December 31, 2018, and our leverage ratio of total debt less available
cash to consolidated EBITDA was 0.61x as of December 31, 2018.
Short-Term Borrowings
We had short-term borrowings of $1.3 billion and $910.8 million as of December 31, 2018 and 2017,
respectively, with related weighted average interest rates of 3.8% and 2.7%, respectively, which are included in the
accompanying consolidated balance sheets.
Revolving Credit Facility
The revolving credit facility under the 2017 Credit Agreement allows for borrowings outside of the U.S., with
a $200.0 million sub-facility available to one of our Canadian subsidiaries, one of our Australian subsidiaries and
one of our New Zealand subsidiaries and a $300.0 million sub-facility available to one of our U.K. subsidiaries.
Borrowings under the revolving credit facility bear interest at varying rates, based at our option, on either (1) the
applicable fixed rate plus 0.775% to 1.075% or (2) the daily rate plus 0.0% to 0.075%, in each case as determined by
reference to our Credit Rating (as defined in the 2017 Credit Agreement). The 2017 Credit Agreement requires us to
pay a fee based on the total amount of the revolving credit facility commitment (whether used or unused). As of both
December 31, 2018 and 2017, no amounts were outstanding under our revolving credit facility other than letters of
credit totaling $2.0 million. These letters of credit, which reduce the amount we may borrow under the revolving
credit facility, were primarily issued in the ordinary course of business.
Warehouse Lines of Credit
CBRE Capital Markets has warehouse lines of credit with third-party lenders for the purpose of funding
mortgage loans that will be resold, and a funding arrangement with Fannie Mae for the purpose of selling a
percentage of certain closed multifamily loans to Fannie Mae. These warehouse lines are recourse only to CBRE
Capital Markets and are secured by our related warehouse receivables. See Note 5 for additional information.
12. Commitments and Contingencies
We are a party to a number of pending or threatened lawsuits arising out of, or incident to, our ordinary course
of business. We believe that any losses in excess of the amounts accrued therefor as liabilities on our financial
statements are unlikely to be significant, but litigation is inherently uncertain and there is the potential for a material
adverse effect on our financial statements if one or more matters are resolved in a particular period in an amount
materially in excess of what we anticipated.
93
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Our leases generally relate to office space that we occupy, have varying terms and expire at various dates
through 2036. The following is a schedule by year of future minimum lease payments for noncancelable operating
leases as of December 31, 2018 (dollars in thousands):
2019........................................................................................................ $
2020........................................................................................................
2021........................................................................................................
2022........................................................................................................
2023........................................................................................................
Thereafter...............................................................................................
Total minimum payment required ......................................................... $
238,954
219,351
202,205
172,267
145,705
510,741
1,489,223
Total minimum payments for noncancelable operating leases were not reduced by the minimum sublease
rental income of $15.4 million due in the future under noncancelable subleases.
Substantially all leases require us to pay maintenance costs, insurance and property taxes. The composition of
total rental expense under noncancelable operating leases consisted of the following (dollars in thousands):
Minimum rentals ...............................................................................
Less sublease rentals .........................................................................
Year Ended December 31,
2017
276,676 $
(3,446)
273,230 $
2018
294,107 $
(2,808)
291,299 $
2016
252,285
(4,322)
247,963
$
$
In January 2008, CBRE MCI, a wholly-owned subsidiary of CBRE Capital Markets, entered into an
agreement with Fannie Mae under Fannie Mae’s DUS Program to provide financing for multifamily housing with
five or more units. Under the DUS Program, CBRE MCI originates, underwrites, closes and services loans without
prior approval by Fannie Mae, and typically, is subject to sharing up to one-third of any losses on loans originated
under the DUS Program. CBRE MCI has funded loans subject to such loss sharing arrangements with unpaid
principal balances of $23.2 billion at December 31, 2018. CBRE MCI, under its agreement with Fannie Mae, must
post cash reserves or other acceptable collateral under formulas established by Fannie Mae to provide for sufficient
capital in the event losses occur. As of December 31, 2018 and 2017, CBRE MCI had a $64.0 million and a $58.0
million, respectively, letter of credit under this reserve arrangement, and had recorded a liability of approximately
$37.9 million and $32.9 million, respectively, for its loan loss guarantee obligation under such arrangement. Fannie
Mae’s recourse under the DUS Program is limited to the assets of CBRE MCI, which assets totaled approximately
$946.9 million (including $677.4 million of warehouse receivables, a substantial majority of which are pledged
against warehouse lines of credit and are therefore not available to Fannie Mae) at December 31, 2018.
CBRE Capital Markets participates in Freddie Mac’s Multifamily Small Balance Loan (SBL) Program. Under
the SBL program, CBRE Capital Markets has certain repurchase and loss reimbursement obligations. These
obligations are for the period from origination of the loan to the securitization date. CBRE Capital Markets must
post a cash reserve or other acceptable collateral to provide for sufficient capital in the event the obligations are
triggered. As of both December 31, 2018 and 2017, CBRE Capital Markets had posted a $5.0 million letter of credit
under this reserve arrangement.
We had outstanding letters of credit totaling $74.9 million as of December 31, 2018, excluding letters of credit
for which we have outstanding liabilities already accrued on our consolidated balance sheet related to our
subsidiaries’ outstanding reserves for claims under certain insurance programs as well as letters of credit related to
operating leases. The CBRE Capital Markets letters of credit totaling $69.0 million as of December 31, 2018
referred to in the preceding paragraphs represented the majority of the $74.9 million outstanding letters of credit as
of such date. The remaining letters of credit are primarily executed by us in the ordinary course of business and
expire at varying dates through September 2019.
94
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
We had guarantees totaling $56.3 million as of December 31, 2018, excluding guarantees related to pension
liabilities, consolidated indebtedness and other obligations for which we have outstanding liabilities already accrued
on our consolidated balance sheet, and excluding guarantees related to operating leases. The $56.3 million primarily
represents guarantees executed by us in the ordinary course of business, including various guarantees of
management and vendor contracts in our operations overseas, which expire at the end of each of the respective
agreements.
In addition, as of December 31, 2018, we had issued numerous non-recourse carveout, completion and budget
guarantees relating to development projects for the benefit of third parties. These guarantees are commonplace in
our industry and are made by us in the ordinary course of our Development Services business. Non-recourse
carveout guarantees generally require that our project-entity borrower not commit specified improper acts, with us
potentially liable for all or a portion of such entity’s indebtedness or other damages suffered by the lender if those
acts occur. Completion and budget guarantees generally require us to complete construction of the relevant project
within a specified timeframe and/or within a specified budget, with us potentially being liable for costs to complete
in excess of such timeframe or budget. However, we generally use “guaranteed maximum price” contracts with
reputable, bondable general contractors with respect to projects for which we provide these guarantees. These
contracts are intended to pass the risk to such contractors. While there can be no assurance, we do not expect to
incur any material losses under these guarantees.
An important part of the strategy for our Global Investment Management business involves investing our
capital in certain real estate investments with our clients. These co-investments generally total up to 2.0% of the
equity in a particular fund. As of December 31, 2018, we had aggregate commitments of $53.7 million to fund
future co-investments.
Additionally, an important part of our Development Services business strategy is to invest in unconsolidated
real estate subsidiaries as a principal (in most cases co-investing with our clients). As of December 31, 2018, we had
committed to fund $34.7 million of additional capital to these unconsolidated subsidiaries.
13. Employee Benefit Plans
Stock Incentive Plans
2012 Equity Incentive Plan. Our 2012 equity incentive plan was adopted by our board of directors and
approved by our stockholders on May 8, 2012. The 2012 equity incentive plan authorized the grant of stock-based
awards to our employees, directors and independent contractors. However, our 2012 stock incentive plan was
terminated in May 2017 in connection with the adoption of our 2017 equity incentive plan, which is described
below. At termination, no unissued shares from the 2012 stock incentive plan were allocated to the 2017 equity
incentive plan for potential future issuance. Since our 2012 stock incentive plan has been terminated, no new awards
may be granted under it. However, as of December 31, 2018, assuming the maximum number of shares under our
performance-based awards will later be issued, 3,255,964 outstanding restricted stock unit (RSU) awards granted
under the 2012 stock incentive plan to acquire shares of our Class A common stock remain outstanding according to
their terms, and we will continue to issue shares to the extent required under the terms of such outstanding awards.
Shares underlying awards that expire, terminate or lapse under the 2012 stock incentive plan will not become
available for grant under the 2017 equity incentive plan.
2017 Equity Incentive Plan. Our 2017 equity incentive plan was adopted by our board of directors and
approved by our stockholders on May 19, 2017. The 2017 equity incentive plan authorizes the grant of stock-based
awards to our employees, directors and independent contractors. Unless terminated earlier, the 2017 equity incentive
plan will terminate on March 3, 2027. A total of 10,000,000 shares of our Class A common stock were reserved for
issuance under the 2017 equity incentive plan. Additionally, shares underlying expired, canceled, forfeited or
terminated awards (other than awards granted in substitution of an award previously granted), plus those utilized to
pay tax withholding obligations with respect to an award (other than an option or stock appreciation right) will be
available for issuance under the 2017 equity incentive plan. No person is eligible to be granted equity awards in the
aggregate covering more than 3,300,000 shares during any fiscal year or cash awards in excess of $5.0 million for
any fiscal year. The number of shares issued or reserved pursuant to the 2017 equity incentive plan, or pursuant to
95
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
outstanding awards, is subject to adjustment on account of a stock split of our outstanding shares, stock dividend,
dividend payable in a form other than shares in an amount that has a material effect on the price of the shares,
consolidation, combination or reclassification of
the shares, recapitalization, spin-off, or other similar
occurrence. Stock options and stock appreciation rights granted under the 2017 equity incentive plan are subject to a
maximum term of ten years from the date of grant. All awards are generally subject to a minimum three year vesting
schedule. As of December 31, 2018, assuming the maximum number of shares under our performance-based awards
will later be issued, 3,632,717 shares remained available for future grants under this plan.
Non-Vested Stock Awards
We have issued non-vested stock awards, including restricted stock units and restricted shares, in our Class A
common stock to certain of our employees, independent contractors and members of our board of directors. The
following is a summary of the awards granted during the years ended December 31, 2018, 2017 and 2016.
•
•
•
During the year ended December 31, 2018, we granted RSUs that are performance vesting in nature,
with 1,014,269 reflecting the maximum number of RSUs that may be issued if all of the performance
targets are satisfied at their highest levels, and 1,332,085 RSUs that are time vesting in nature.
During the year ended December 31, 2017, we granted RSUs that are performance vesting in nature,
with 1,458,033 reflecting the maximum number of RSUs that may be issued if all of the performance
targets are satisfied at their highest levels, and 1,466,986 RSUs that are time vesting in nature.
During the year ended December 31, 2016, we granted RSUs that are performance vesting in nature,
with 60,098 reflecting the maximum number of RSUs that may be issued if all of the performance
targets are satisfied at their highest levels, and 1,436,310 RSUs that are time vesting in nature.
Our annual performance-vesting awards generally vest in full three years from the grant date, based on our
achievement against various adjusted income per share performance targets, or in some cases against adjusted
EBITDA performance targets of our consolidated business, business lines or regions. Our time-vesting awards
generally vest 25% per year over four years from the grant date.
In addition, on December 1, 2017, we made a special grant of RSUs under our 2017 equity incentive plan
(Special RSU grant) to certain of our employees, with 3,288,618 reflecting the maximum number of RSUs that may
be issued if all of the performance targets are satisfied at their highest levels, and 939,605 RSUs that are time
vesting in nature. During 2018, we made additional grants under this Special RSU grant program to certain of our
employees, with 122,610 reflecting the maximum number of RSUs that may be issued if all of the performance
targets are satisfied at their highest levels, and 35,031 RSUs that are time vesting in nature. As a condition to this
Special RSU grant, each participant has agreed to execute a Restrictive Covenants Agreement. Each Special RSU
grant consisted of:
(i)
(ii)
Time Vesting RSUs with respect to 33.3% of the total number of target RSUs subject to the grant.
Total Shareholder Return (TSR) Performance RSUs with respect to 33.3% of the total number of target
RSUs subject to the grant. The actual number of TSR Performance RSUs that will vest is determined by
measuring our cumulative TSR against the cumulative TSR of each of the other companies comprising
the S&P 500 on the Grant Date (the Comparison Group) over a six-year measurement period
commencing on the Grant Date and ending on December 1, 2023. For purposes of measuring TSR, the
initial value of our common stock will be the average closing price of such common stock for the 60
trading days immediately preceding the Grant Date and the final value of our common stock will be the
average closing price of such common stock for the 60 trading days immediately preceding December 1,
2023.
(iii) EPS Performance RSUs with respect to 33.3% of the total number of target RSUs subject to the grant.
The actual number of EPS Performance RSUs that will vest is determined by measuring our cumulative
adjusted income per share growth against the cumulative EPS growth, as reported under GAAP (GAAP
EPS), of each of the other members of the Comparison Group over a six-year measurement period
commencing on January 1, 2018 and ending on December 31, 2023.
96
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Time Vesting and TSR Performance RSUs subject to the Special RSU grants vest on December 1, 2023,
while the EPS Performance RSUs subject to the Special RSU grants vest on December 31, 2023.
We estimated the fair value of the TSR Performance RSUs referred to above on the date of the grant using a
Monte Carlo simulation with the following assumptions:
Volatility of common stock ................................................................
Expected dividend yield......................................................................
Risk-free interest rate..........................................................................
25.02%
0.00%
2.73%
27.85%
0.00%
2.33%
Year Ended December 31,
2018
2017
Lastly, on December 15, 2017, we granted 127,160 RSUs that are time vesting in nature to certain senior
brokers. Such awards generally vest in full three years from the grant date.
A summary of the status of our non-vested stock awards is presented in the table below:
Shares/Units
Weighted Average
Market Value
Per Share
Balance at December 31, 2015 ...............................................
Granted .............................................................................
Vested...............................................................................
Forfeited ...........................................................................
Balance at December 31, 2016 ...............................................
Granted .............................................................................
Vested...............................................................................
Forfeited ...........................................................................
Balance at December 31, 2017 ...............................................
Granted .............................................................................
Vested...............................................................................
Forfeited ...........................................................................
Balance at December 31, 2018 ...............................................
7,467,065 $
1,496,408
(3,840,379)
(279,821)
4,843,273
5,152,082
(2,020,812)
(297,441)
7,677,102
2,023,266
(1,894,847)
(623,161)
7,182,360
29.08
29.24
25.09
28.62
31.66
40.11
29.75
32.85
37.76
45.70
34.29
40.85
41.04
Total compensation expense related to non-vested stock awards was $128.2 million, $93.1 million and
$63.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. At December 31, 2018, total
unrecognized estimated compensation cost related to non-vested stock awards was approximately $197.3 million,
which is expected to be recognized over a weighted average period of approximately 3.3 years.
Bonuses. We have bonus programs covering select employees, including senior management. Awards are
based on the position and performance of the employee and the achievement of pre-established financial, operating
and strategic objectives. The amounts charged to expense for bonuses were $363.6 million, $286.5 million and
$248.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.
401(k) Plan. Our CBRE 401(k) Plan (401(k) Plan) is a defined contribution savings plan that allows
participant deferrals under Section 401(k) of the Internal Revenue Code (IRC). Most of our U.S. employees, other
than qualified real estate agents having the status of independent contractors under section 3508 of the IRC of 1986,
as amended, and non-plan electing unions are eligible to participate in the plan. The 401(k) Plan provides for
participant contributions as well as a company match. A participant is allowed to contribute to the 401(k) Plan from
1% to 75% of his or her compensation, subject to limits imposed by applicable law. Effective January 1, 2007, all
participants hired post January 1, 2007 vest in company match contributions 20% per year for each plan year they
are employed. All participants hired before January 1, 2007 are immediately vested in company match contributions.
For 2018, we contributed a 67% match on the first 6% of annual compensation for participants with an annual base
salary of less than $100,000 and we contributed a 50% match on the first 6% of annual compensation for
participants with an annual base salary of $100,000 or more (up to $150,000 of compensation). For both 2017 and
2016, we contributed a 50% match on the first 6% of annual compensation (up to $150,000 of compensation)
deferred by each participant. In connection with the 401(k) Plan, we charged to expense $46.3 million, $38.8 million
and $44.3 million for the years ended December 31, 2018, 2017 and 2016, respectively.
97
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Participants are entitled to invest up to 25% of their 401(k) account balance in shares of our common stock.
As of December 31, 2018, approximately 1.3 million shares of our common stock were held as investments by
participants in our 401(k) Plan.
Pension Plans. We have two contributory defined benefit pension plans in the United Kingdom (U.K.). The
London-based firm of Hillier Parker May & Rowden, which we acquired in 1998, had a contributory defined benefit
pension plan. A subsidiary of Insignia, which we acquired in connection with the Insignia Acquisition in 2003, also
had a contributory defined benefit pension plan in the U.K. Our subsidiaries based in the U.K. maintain the plans to
provide retirement benefits to existing and former employees participating in these plans. With respect to these
plans, our historical policy has been to contribute annually to the plans, an amount to fund pension liabilities as
actuarially determined and as required by applicable laws and regulations. Our contributions to these plans are
invested by the plan trustee and, if these investments do not perform well in the future, we may be required to
provide additional contributions to cover any pension underfunding. Effective July 1, 2007, we reached agreements
with the active members of these plans to freeze future pension plan benefits. In return, the active members became
eligible to enroll in a defined contribution plan. As of December 31, 2018 and 2017, the fair values of pension plan
assets were $274.4 million and $333.5 million, respectively, and the fair values of projected benefit obligations in
aggregate were $387.4 million and $455.6 million, respectively. As a result, the plans were underfunded by
approximately $113.0 million and $122.1 million at December 31, 2018 and 2017, respectively, and were recorded
as net liabilities included in other long term liabilities in the accompanying consolidated balance sheets. Items not
yet recognized as a component of net periodic pension cost (benefit) were $192.7 million and $194.3 million at
December 31, 2018 and 2017, respectively, and were included in accumulated other comprehensive loss in the
accompanying consolidated balance sheets. Net periodic pension cost (benefit) was not material for the years ended
December 31, 2018, 2017 and 2016.
14.
Income Taxes
The components of income before provision for income taxes consisted of the following (dollars in
thousands):
Domestic..................................................................
Foreign.....................................................................
2018
Year Ended December 31,
2017
(As Adjusted) (1 )
2016
(As Adjusted) (1)
$
$
807,590 $
571,416
1,379,006 $
575,222 $
596,111
1,171,333 $
536,709
345,361
882,070
Our tax provision (benefit) consisted of the following (dollars in thousands):
Federal:
Current .................................................................
Deferred ...............................................................
$
State:
Current .................................................................
Deferred ...............................................................
Foreign:
Current .................................................................
Deferred ...............................................................
$
2018
Year Ended December 31,
2017
(As Adjusted) (1 )
2016
(As Adjusted) (1)
166,024 $
(7,667)
158,357
43,320
(3,692)
39,628
149,194
(34,121)
115,073
313,058 $
275,475 $
39,045
314,520
21,212
5,573
26,785
123,840
2,612
126,452
467,757 $
172,380
27,428
199,808
20,946
375
21,321
94,910
(19,139)
75,771
296,900
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
98
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following is a reconciliation stated as a percentage of pre-tax income of the U.S. statutory federal income
tax rate to our effective tax rate:
2018
Year Ended December 31,
2017
2016
Federal statutory tax rate .........................................
State taxes, net of federal benefit ............................
Non-deductible expenses.........................................
Tax Reform..............................................................
Change in valuation allowance................................
Acquisition-related costs .........................................
Credits and exemptions ...........................................
Foreign rate differential...........................................
Reserves for uncertain tax positions........................
Other........................................................................
Effective tax rate .....................................................
21%
3
2
1
(1)
(2)
(2)
—
—
1
23%
35%
2
2
12
(2)
—
(3)
(5)
(2)
1
40%
35%
2
—
—
2
—
(2)
(2)
—
(1)
34%
On December 22, 2017, the Tax Act was signed into law making significant changes to the IRC, including,
but not limited to: (i) a U.S. corporate tax rate decrease from 35% to 21%, effective for tax years beginning after
December 31, 2017; (ii) the transition of U.S. international taxation from a worldwide tax system to a territorial
system; and (iii) a one-time transition tax (i.e. toll charge) on the mandatory deemed repatriation of cumulative
foreign earnings as of December 31, 2017. In December 2017, the Securities and Exchange Commission (SEC) staff
issued Staff Accounting Bulletin No. 118 (SAB 118), “Income Tax Accounting Implications of the Tax Cuts and
Jobs Act,” which allows us to record provisional amounts during a measurement period not to extend beyond one
year of the enactment date. In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118,” which added SEC guidance
related to SAB 118.
The Tax Act requires us to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously
subject to U.S. income tax at a rate of 15.5% to the extent attributed to foreign cash and certain other net current
assets, and 8% on the remainder. We recorded a provisional amount for our one-time transitional tax liability of
$158.0 million for the year ended December 31, 2017 representing our estimate of the U.S. federal and state tax
impact of the transition tax, partially offset by a net income tax benefit of $14.6 million related to the re-
measurement of U.S. federal deferred tax assets and liabilities due to the re-measurement of net U.S. federal
deferred tax assets and liabilities primarily related to a reduced U.S. federal statutory rate of 21% (after considering
certain other measures of the Tax Act that affected our existing deferred tax assets).
During 2018, we continued to analyze the impact of the Tax Act and interpreted the additional guidance
issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies. Our
provision for income taxes for 2018 included a net expense true-up of $13.3 million associated with the Tax Act,
including an additional $5.3 million charge related to the transition tax on unremitted earnings of our foreign
operations and an $8.0 million reduction to the net income tax benefit related to the remeasurement of deferred taxes
initially recorded in 2017, based upon our final analysis. As of December 31, 2018, we have completed our analysis
and the final net expense associated with the Tax Act was $156.7 million. We were able to apply existing foreign
income tax credits to reduce the amount payable associated with Tax Act. The federal tax liability for the transition
tax can be paid in annual interest-free installments over a period of eight years through 2025, which we have elected
to do. The state tax liability for the transition tax was required to be paid in full in 2018. As of December 31, 2018,
the second installment due in 2019 of $7.4 million is included within income taxes payable and the remaining long-
term taxes payable related to the Tax Act of $91.7 million is included within non-current tax liabilities in the
accompanying consolidated balance sheets.
99
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Tax Act also includes provisions for Global Intangible Low-Taxed Income (GILTI) wherein taxes on
foreign earnings are imposed for more than a deemed return on tangible assets of foreign corporations. An
accounting policy election allows to either: (i) account for GILTI as a component of tax expense in the period in
which we are subject to the rules (the “period cost method”) or (ii) account for GILTI in our measurement of
deferred taxes (the “deferred method”). Due to the complexity of the new GILTI tax rules, we did not elect a policy
for the year ended December 31, 2017 as we continued to analyze our global income to determine whether we
expected material tax liabilities resulting from the application of this provision and if so, whether and when to record
related current and deferred income taxes and whether such amounts could be reasonably estimated. During 2018, as
a result of completing our analysis of the Tax Act, we made an accounting policy election to account for GILTI
using the period cost method.
Cumulative tax effects of temporary differences are shown below at December 31, 2018 and 2017 (dollars in
thousands):
December 31,
2018
2017
(As Adjusted) (1)
Asset (Liability)
Bonus and deferred compensation ........................................
Net operating losses (NOLs) and state tax credits ................
Bad debt and other reserves...................................................
Pension obligation .................................................................
Investments............................................................................
Tax effect on revenue items related to new revenue
recognition guidance .............................................................
Property and equipment.........................................................
Unconsolidated affiliates and partnerships............................
Capitalized costs and intangibles ..........................................
All other.................................................................................
Net deferred tax assets before valuation allowance ..............
Valuation allowance ..............................................................
Net deferred tax (liabilities) assets ........................................
$
$
276,572 $
275,574
57,506
22,950
5,211
(38,510)
(49,935)
(64,448)
(289,674)
(2,457)
192,789
(248,511)
(55,722) $
208,198
283,353
56,313
22,148
5,573
(55,306)
(40,024)
6,267
(256,087)
(1,441)
228,994
(277,466)
(48,472)
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
As of December 31, 2018, we had U.S. federal NOLs, net of related reserves for uncertain tax positions of
approximately $72.7 million, translating to a deferred tax asset before valuation allowance of $15.3 million, which
will begin to expire in 2027. As of December 31, 2018, there were also deferred tax assets before valuation
allowances of approximately $3.5 million related to state NOLs as well as $255.9 million related to foreign NOLs.
The state and foreign NOLs both begin to expire in 2019, but the majority carry forward indefinitely. The utilization
of NOLs may be subject to certain limitations under U.S. federal, state and foreign laws. We have recorded a full
valuation allowance for NOLs that we believe will not be fully utilized.
We determined that as of December 31, 2018, $248.5 million of deferred tax assets do not satisfy the
realization criteria set forth in Topic 740. Accordingly, a valuation allowance has been recorded for this amount. If
released, the entire amount would result in a benefit to continuing operations. During the year ended December 31,
2018, our valuation allowance decreased by approximately $29.0 million. The decrease was driven by $11.8 million
associated with foreign currency translation and tax rate changes, the release of valuation allowances of $11.6
million (due to current and forecasted earnings of our U.S. and foreign subsidiaries resulting in an expectation that
the benefit for NOLs may be utilized before expiration), $5.5 million related to adjustments to both the valuation
allowance and related deferred tax asset for foreign NOLs, $2.0 million related to foreign NOL utilization and $1.8
million of U.S. NOL utilization. These decreases were partially offset by a $3.7 million increase in valuation
allowance related to current year increases in foreign NOLs. We believe it is more likely than not that future
operations will generate sufficient taxable income to realize the benefit of the deferred tax assets recorded net of
these valuation allowances.
100
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Our foreign subsidiaries have accumulated $2.1 billion of undistributed earnings for which we have not
recorded a deferred tax liability. No additional income taxes have been provided for any remaining undistributed
foreign earnings not subject to the transition tax, in connection with the enactment of the Tax Act, or any additional
outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign
operations. While federal and state current income tax expense has been recognized as a result of the Tax Act, we
have not provided any additional deferred taxes with respect to items such as foreign withholding taxes, state
income tax or foreign exchange gain or loss that would be due when cash is actually repatriated to the U.S. because
those foreign earnings are considered permanently reinvested in the business or may be remitted substantially free of
any additional local taxes. The determination of the amount of the unrecognized deferred tax liability related to the
undistributed earnings if eventually remitted is not practicable.
The total amount of gross unrecognized tax benefits was approximately $95.0 million and $35.8 million as of
December 31, 2018 and 2017, respectively. The total amount of unrecognized tax benefits that would affect our
effective tax rate, if recognized, is $50.2 million ($49.2 million, net of federal benefit received from state positions)
and $18.8 million ($18.0 million, net of federal benefit received from state positions) as of December 31, 2018 and
2017, respectively.
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended
December 31, 2018 and 2017 is as follows (dollars in thousands):
Year Ended December 31,
Beginning balance, unrecognized tax benefits....................................
Gross increases - tax positions in prior period....................................
Gross decreases - tax positions in prior period ...................................
Gross increases - current-period tax positions ....................................
Decreases relating to settlements ........................................................
Reductions as a result of lapse of statute of limitations......................
Foreign exchange movement ..............................................................
Ending balance, unrecognized tax benefits.........................................
$
$
2018
(35,826) $
(49,412)
—
(18,861)
4,619
4,531
(13)
(94,962) $
2017
(94,915)
(1,400)
23,896
(4,142)
34,259
6,497
(21)
(35,826)
During the year ended December 31, 2018, we released $4.5 million of gross unrecognized tax benefits
primarily due to expiration of the U.S. federal statute of limitations related to the 2014 tax year. As a result, we
recognized $3.1 million of income tax benefits related to decreases in tax positions and $0.4 million of income tax
benefits related to interest and penalties. We believe the amount of gross unrecognized tax benefits that will be
settled during the next twelve months due to filing amended returns and settling ongoing exams cannot be
reasonably estimated but will not be significant.
Our continuing practice is to recognize potential accrued interest and/or penalties related to income tax matters
within income tax expense. During the years ended December 31, 2018, 2017 and 2016, we accrued an additional
$0.6 million, $1.0 million and $2.9 million, respectively, in interest and penalties associated with uncertain tax
positions. As of December 31, 2018, and 2017, we have recognized a liability for interest and penalties of $4.0
million ($3.5 million, net of related federal benefit received from interest expense) and $3.9 million ($3.4 million,
net of related federal benefit received from interest expense), respectively.
We conduct business globally and, as a result, one or more of our subsidiaries files income tax returns in the
U.S. federal jurisdiction and in multiple state, local and foreign jurisdictions. We are no longer open to assessment
by the U.S. Internal Revenue Service for years prior to 2015. With limited exception, our significant state and
foreign tax jurisdictions are no longer subject to audit by the various tax authorities for tax years prior to 2011.
101
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
15.
Stockholders’ Equity
Our board of directors is authorized, subject to any limitations imposed by law, without the approval of our
stockholders, to issue a total of 25,000,000 shares of preferred stock, in one or more series, with each such series
having rights and preferences including voting rights, dividend rights, conversion rights, redemption privileges and
liquidation preferences, as our board of directors may determine.
On October 27, 2016, we announced that our board of directors had authorized the company to repurchase up
to an aggregate of $250.0 million of our Class A common stock over three years. During the year ended
December 31, 2018, we spent $161.0 million to repurchase 3,980,656 shares of our Class A common stock with an
average price paid per share of $40.43. No shares were repurchased during the years ended December 31, 2017 and
2016.
16.
Income Per Share Information
The following is a calculation of income per share (dollars in thousands, except share data):
Year Ended December 31,
2017
2018
2016
(As Adjusted) (1) (As Adjusted) (1)
Basic Income Per Share
Net income attributable to CBRE Group, Inc.
shareholders .................................................................................. $
Weighted average shares outstanding for basic
income per share ........................................................................... 339,321,056
Basic income per share attributable to CBRE
Group, Inc. shareholders ............................................................... $
1,063,219 $
3.13 $
Diluted Income Per Share
Net income attributable to CBRE Group, Inc.
shareholders .................................................................................. $
Weighted average shares outstanding for basic
income per share ........................................................................... 339,321,056
3,801,293
392
Dilutive effect of contingently issuable shares .........................
Dilutive effect of stock options.................................................
1,063,219 $
Weighted average shares outstanding for diluted
income per share ........................................................................... 343,122,741
Diluted income per share attributable to CBRE
Group, Inc. shareholders ............................................................... $
3.10 $
697,109 $
573,079
337,658,017
335,414,831
2.06 $
1.71
697,109 $
573,079
337,658,017
3,121,987
3,552
335,414,831
2,982,431
27,301
340,783,556
338,424,563
2.05 $
1.69
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
For the years ended December 31, 2018, 2017 and 2016, 259,274, 621,805 and 1,833,941, respectively, of
contingently issuable shares were excluded from the computation of diluted income per share because their inclusion
would have had an anti-dilutive effect.
102
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. Revenue from Contracts with Customers
Disaggregated Revenue
The following tables represent a disaggregation of revenue from contracts with customers for the years ended
December 31, 2018, 2017 and 2016 by type of service and business segment (dollars in thousands):
Year Ended December 31, 2018
Americas EMEA APAC
Global
Investment
Management
Development
Services
Consolidated
Topic 606 Revenue:
Occupier outsourcing ................................................... $ 7,797,742 $4,030,257 $1,076,742 $
421,255
Leasing ......................................................................... 2,423,248
300,312
Sales ............................................................................. 1,189,368
281,882
709,213
Property management ..................................................
111,741
261,559
Valuation......................................................................
2,330
125,731
Commercial mortgage origination (1)..........................
—
—
Investment management ..............................................
—
—
Development services ..................................................
Topic 606 Revenue ................................................... 12,506,861 5,423,092 2,194,262
526,372
428,810
244,370
187,515
5,768
—
—
Out of Scope of Topic 606 Revenue:
Commercial mortgage origination ...............................
Loan servicing..............................................................
Other revenue...............................................................
Total Out of Scope of Topic 606 Revenue ...............
—
570
12,703
13,273
Total revenue......................................................... $13,131,906 $5,465,923 $2,207,535 $
402,607
172,096
50,342
625,045
—
10,755
32,076
42,831
— $
—
—
—
—
—
434,405
—
434,405
—
—
—
—
434,405 $
— $ 12,904,741
4,683
3,375,558
650
1,919,140
8,666
1,244,131
—
560,815
—
133,829
—
434,405
86,320
86,320
100,319 20,658,939
—
—
—
—
402,607
183,421
95,121
681,149
100,319 $ 21,340,088
Year Ended December 31, 2017 (As Adjusted) (2)
Americas EMEA APAC
Global
Investment
Management
Development
Services
Consolidated
Topic 606 Revenue:
Occupier outsourcing ................................................... $ 7,089,660 $3,101,518 $ 954,396 $
357,983
Leasing ......................................................................... 2,054,872
304,344
Sales ............................................................................. 1,103,862
237,631
660,147
Property management ..................................................
117,377
245,179
Valuation......................................................................
2,119
104,565
Commercial mortgage origination (1)..........................
—
—
Investment management ..............................................
—
—
Development services ..................................................
Topic 606 Revenue ................................................... 11,258,285 4,359,253 1,973,850
446,446
397,130
243,630
165,082
5,447
—
—
Out of Scope of Topic 606 Revenue:
Commercial mortgage origination ...............................
Loan servicing..............................................................
Other revenue...............................................................
Total Out of Scope of Topic 606 Revenue ...............
—
—
9,636
9,636
Total revenue......................................................... $11,791,377 $4,396,825 $1,983,486 $
338,390
146,460
48,242
533,092
—
10,989
26,583
37,572
— $
—
—
—
—
—
377,644
—
377,644
—
—
—
—
377,644 $
— $ 11,145,574
2,863,352
4,051
1,806,313
977
1,155,322
13,914
—
527,638
—
112,131
—
377,644
60,513
60,513
79,455 18,048,487
—
—
—
—
338,390
157,449
84,461
580,300
79,455 $ 18,628,787
(1)
(2)
We earn fees for arranging financing for borrowers with third-party lender contacts. Such fees are in scope of Topic 606.
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 financial
statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
103
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Year Ended December 31, 2016 (As Adjusted) (2)
Americas EMEA APAC
Global
Investment
Management
Development
Services
Consolidated
Topic 606 Revenue:
Occupier outsourcing ................................................... $ 6,570,559 $2,975,106 $ 828,194 $
312,184
Leasing ......................................................................... 1,924,361
261,320
Sales ............................................................................. 1,103,452
203,176
621,452
Property management ..................................................
110,125
245,389
Valuation......................................................................
2,136
112,797
Commercial mortgage origination (1)..........................
—
—
Investment management ..............................................
—
—
Development services ..................................................
Topic 606 Revenue ................................................... 10,578,010 4,094,150 1,717,135
411,005
334,398
221,904
148,856
2,881
—
—
Out of Scope of Topic 606 Revenue:
Commercial mortgage origination ...............................
Loan servicing..............................................................
Other revenue...............................................................
Total Out of Scope of Topic 606 Revenue ...............
—
—
12,393
12,393
Total revenue......................................................... $11,069,965 $4,128,906 $1,729,528 $
330,352
111,373
50,230
491,955
—
11,144
23,612
34,756
— $
—
—
—
—
—
369,800
—
369,800
—
—
—
—
369,800 $
— $ 10,373,859
2,651,986
4,436
1,700,503
1,333
1,056,034
9,502
—
504,370
—
117,814
—
369,800
55,638
55,638
70,909 16,830,004
—
—
—
—
330,352
122,517
86,235
539,104
70,909 $ 17,369,108
(1)
(2)
We earn fees for arranging financing for borrowers with third-party lender contacts. Such fees are in scope of Topic 606.
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2016 financial
statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
Contract Assets and Liabilities
We had contract assets totaling $381.8 million ($307.0 million of which was current) and $330.9 million
($273.1 million of which was current) as of December 31, 2018 and 2017, respectively. During the year ended
December 31, 2018, our contract assets increased by $50.9 million, primarily due to an increase in contract assets in
our leasing business.
We had contract liabilities totaling $92.5 million ($82.2 million of which was current) and $100.6 million (all
of which was current) as of December 31, 2018 and 2017, respectively. During the year ended December 31, 2018,
we recognized revenue of $80.5 million that was included in the contract liability balance at December 31, 2017.
Contract Costs
Within our Occupier Outsourcing business line, we incur transition costs to fulfil contracts prior to services
being rendered. We capitalized $45.7 million, $31.9 million and $26.1 million, respectively, of transition costs
during the years ended December 31, 2018, 2017 and 2016. We recorded amortization of transition costs of $23.4
million, $19.2 million and $11.9 million, respectively, during the years ended December 31, 2018, 2017 and 2016.
No impairment loss in relation to the costs capitalized was recorded during the years ended December 31, 2018,
2017 or 2016.
104
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
18.
Segments
We report our operations through the following segments: (1) Americas, (2) EMEA, (3) Asia Pacific, (4)
Global Investment Management; and (5) Development Services.
Summarized financial information by segment is as follows (dollars in thousands):
Revenue
Americas...........................................................
EMEA...............................................................
Asia Pacific.......................................................
Global Investment Management.......................
Development Services ......................................
Total revenue .............................................
...................................................................
Depreciation and Amortization
Americas...........................................................
EMEA...............................................................
Asia Pacific.......................................................
Global Investment Management.......................
Development Services ......................................
Total depreciation and amortization ..........
Equity Income from Unconsolidated
Subsidiaries
Americas...........................................................
EMEA...............................................................
Asia Pacific.......................................................
Global Investment Management.......................
Development Services ......................................
Total equity income from unconsolidated
subsidiaries .............................................
...................................................................
Adjusted EBITDA
Americas...........................................................
EMEA...............................................................
Asia Pacific.......................................................
Global Investment Management.......................
Development Services ......................................
Total Adjusted EBITDA............................
...................................................................
$
$
$
$
$
$
$
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1) (2)
13,131,906 $
5,465,923
2,207,535
434,405
100,319
11,791,377 $
4,396,825
1,983,486
377,644
79,455
11,069,965
4,128,906
1,729,528
369,800
70,909
21,340,088 $
18,628,787 $
17,369,108
327,556 $
80,290
20,297
23,017
828
451,988 $
289,338 $
72,322
18,258
24,123
2,073
406,114 $
254,118
66,619
17,810
25,911
2,469
366,927
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1) (2)
14,177 $
1,523
433
6,131
302,400
18,789 $
1,553
397
7,923
181,545
17,892
1,817
223
7,243
170,176
324,664 $
210,207 $
197,351
1,111,014 $
329,522
197,684
78,469
188,479
1,011,643 $
309,233
180,043
94,373
121,482
950,573
272,894
142,299
83,150
113,431
$
1,905,168 $
1,716,774 $
1,562,347
(1)
(2)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information
In 2017, we changed the presentation of the operating results of one of our emerging businesses among our regional services reporting
segments. 2016 amounts were reclassified to conform with the 2017 presentation. This change had no impact on our consolidated results.
Adjusted EBITDA is the measure reported to the chief operating decision maker for purposes of making
decisions about allocating resources to each segment and assessing performance of each segment. EBITDA
represents earnings before net interest expense, write-off of financing costs on extinguished debt, income taxes,
depreciation and amortization. Amounts shown for adjusted EBITDA further remove (from EBITDA) the impact of
certain cash and non-cash items related to acquisitions, costs associated with our reorganization, including cost-
savings initiatives, certain carried interest incentive compensation reversal to align with the timing of associated
revenue and other non-recurring costs.
105
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Adjusted EBITDA is calculated as follows (dollars in thousands):
Year Ended December 31,
2017
2016
2018
Net income attributable to CBRE Group, Inc.................................. $ 1,063,219 $
Add:
(As Adjusted) (1) (As Adjusted) (1)
573,079
697,109 $
Depreciation and amortization ..................................................
Interest expense.........................................................................
Write-off of financing costs on extinguished debt....................
Provision for income taxes........................................................
451,988
107,270
27,982
313,058
406,114
136,814
—
467,757
366,927
144,851
—
296,900
Less:
Interest income .............................................................................
8,585
EBITDA........................................................................................... 1,954,932
Adjustments:
9,853
1,697,941
8,051
1,373,706
Costs associated with our reorganization, including
cost-savings initiatives (2) .....................................................
Integration and other costs related to acquisitions ....................
Costs incurred in connection with litigation settlement............
Carried interest incentive compensation reversal to align
with the timing of associated revenue....................................
One-time gain associated with remeasuring an investment
in an unconsolidated subsidiary to fair value as of the date
the remaining controlling interest was acquired ....................
Cost-elimination expenses (3)...................................................
37,925
9,124
8,868
—
27,351
—
—
125,743
—
(5,261)
(8,518)
(15,558)
(100,420)
—
Adjusted EBITDA ........................................................................... $ 1,905,168 $
—
—
1,716,774 $
—
78,456
1,562,347
(1)
(2)
(3)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
Primarily represents severance costs related to headcount reductions in connection with our reorganization announced in the third quarter
of 2018 that became effective January 1, 2019.
Represents cost-elimination expenses relating to a program initiated in the fourth quarter of 2015 and completed in the third quarter of
2016 (our cost-elimination project) to reduce the company’s global cost structure after several years of significant revenue and related
cost growth. Cost-elimination expenses incurred during the year ended December 31, 2016 consisted of $73.6 million of severance costs
related to headcount reductions in connection with the program and $4.9 million of third-party contract termination costs. The total
amount for each period does have a cash impact.
Year Ended December 31,
2017
2018
2016
Capital Expenditures
Americas.....................................................................................
EMEA.........................................................................................
Asia Pacific.................................................................................
Global Investment Management.................................................
Development Services ................................................................
Total capital expenditures....................................................
$
$
131,055 $
63,947
17,122
15,348
331
227,803 $
127,135 $
28,716
19,360
2,776
55
178,042 $
134,046
35,452
19,179
2,273
255
191,205
December 31,
2018
2017
(As Adjusted) (1)
Identifiable Assets
Americas ..................................................................................... $ 7,432,532 $
3,168,050
EMEA .........................................................................................
978,331
Asia Pacific .................................................................................
1,018,999
Global Investment Management .................................................
166,864
Development Services.................................................................
692,017
Corporate.....................................................................................
Total identifiable assets........................................................ $ 13,456,793 $
5,808,332
3,013,586
894,066
1,075,691
176,971
749,750
11,718,396
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
106
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Identifiable assets by segment are those assets used in our operations in each segment. Corporate identifiable
assets primarily include cash and cash equivalents available for general corporate use and net deferred tax assets.
December 31,
2018
2017
Investments in Unconsolidated Subsidiaries
Americas.......................................................................................
EMEA...........................................................................................
Asia Pacific...................................................................................
Global Investment Management...................................................
Development Services ..................................................................
$
Total investments in unconsolidated
subsidiaries .........................................................................
$
41,446 $
864
6,845
77,926
89,093
39,105
852
6,581
83,430
108,033
216,174 $
238,001
Geographic Information
Revenue in the table below is allocated based upon the country in which services are performed (dollars in
thousands):
Revenue
2018
Year Ended December 31,
2017
(As Adjusted) (1)
2016
(As Adjusted) (1)
United States.....................................................
United Kingdom ...............................................
All other countries ............................................
Total revenue .............................................
$
$
12,264,188 $
2,586,890
6,489,010
21,340,088 $
10,954,608 $
2,242,973
5,431,206
18,628,787 $
10,434,782
2,150,428
4,783,898
17,369,108
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
The long-lived assets in the table below are comprised of net property and equipment (dollars in thousands).
Property and Equipment, Net
United States.................................................................................
United Kingdom ...........................................................................
All other countries ........................................................................
Total property and equipment, net.........................................
$
$
512,110 $
71,119
138,463
721,692 $
432,102
61,335
124,302
617,739
December 31,
2018
2017
On August 17, 2018, we announced a new organization structure that became effective on January 1, 2019.
Under the new structure, we will organize our operations around, and publicly report our financial results on, three
global business segments: (1) Advisory Services, (2) Global Workplace Solutions and (3) Real Estate Investments.
For 2018, we are reporting our financial results under our business segments as they existed throughout the year.
19. Related Party Transactions
The accompanying consolidated balance sheets include loans to related parties, primarily employees other
than our executive officers, of $350.1 million and $291.2 million as of December 31, 2018 and 2017, respectively.
The majority of these loans represent sign-on and retention bonuses issued or assumed in connection with
acquisitions and prepaid commissions as well as prepaid retention and recruitment awards issued to employees.
These loans are at varying principal amounts, bear interest at rates up to 2.89% per annum and mature on various
dates through 2028.
107
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
20. Guarantor and Nonguarantor Financial Statements
The following condensed consolidating financial information includes condensed consolidating balance sheets
as of December 31, 2018 and 2017, condensed consolidating statements of operations, condensed consolidating
statements of comprehensive income (loss) and condensed consolidating statements of cash flows for the years
ended December 31, 2018, 2017 and 2016 of:
•
•
•
CBRE Group, Inc., as the parent; CBRE Services, as the subsidiary issuer; the guarantor subsidiaries;
the nonguarantor subsidiaries;
Elimination entries necessary to consolidate CBRE Group, Inc., as the parent, with CBRE Services and
its guarantor and nonguarantor subsidiaries; and
CBRE Group, Inc., on a consolidated basis.
Investments in consolidated subsidiaries are presented using the equity method of accounting. The principal
elimination entries eliminate investments in consolidated subsidiaries and intercompany balances and transactions.
108
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Balance Sheet
Current Assets:
ASSETS
Parent
CBRE
Services
As of December 31, 2018
Nonguarantor
Subsidiaries Eliminations
Guarantor
Subsidiaries
Consolidated
Total
261,181 $
34,063 $
Cash and cash equivalents ........................................... $
—
13,767
Restricted cash.............................................................
5 1,340,120
Receivables, net ...........................................................
—
664,095
Warehouse receivables (1)...........................................
—
289,214
Contract assets .............................................................
—
122,305
Prepaid expenses .........................................................
—
18,992
Income taxes receivable...............................................
—
56,853
Other current assets .....................................................
34,068 2,766,527
Total Current Assets ......................................
—
512,110
Property and equipment, net...............................................
— 2,224,909
Goodwill.............................................................................
—
835,270
Other intangible assets, net.................................................
—
Investments in unconsolidated subsidiaries .......................
170,698
Investments in consolidated subsidiaries ........................... 6,759,815 5,595,831 3,228,512
700,000
Intercompany loan receivable ............................................
2,666
Deferred tax assets, net.......................................................
483,790
Other assets, net..................................................................
Total Assets.................................................... $6,765,921 $8,088,931 $10,924,482 $
7 $
—
—
—
—
—
6,099
—
6,106
—
—
—
—
— 2,440,775
—
—
—
18,257
481,968 $
72,958
2,328,466
678,373
17,806
132,587
52,692
188,758
3,953,608
209,582
1,427,400
606,038
45,476
— $
—
—
—
—
—
(6,099)
—
(6,099)
—
—
—
—
— (15,584,158)
(3,852,019)
(2,718)
—
777,219
86,725
3,668,591
1,342,468
307,020
254,892
71,684
245,611
6,754,210
721,692
3,652,309
1,441,308
216,174
—
—
51,703
619,397
7,122,453 $(19,444,994) $ 13,456,793
711,244
51,755
117,350
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued expenses ..................... $
Accrued bonus and profit sharing................................
Compensation and employee benefits payable............
Contract liabilities .......................................................
Income taxes payable ..................................................
Short-term borrowings:
Warehouse lines of credit (which fund
loans that U.S. Government Sponsored
Enterprises have committed to purchase) (1) ....
Total short-term borrowings ..........................
Current maturities of long-term debt ...........................
Other current liabilities................................................
Total Current Liabilities.................................
Long-Term Debt, net:
40 $
—
—
—
—
17,450 $
—
—
—
720
655,582 $
685,521
662,196
41,045
6,417
1,246,755 $
503,874
458,983
41,182
67,062
— $ 1,919,827
—
1,189,395
—
1,121,179
—
82,227
68,100
(6,099)
—
—
—
—
40
—
657,731
—
657,731
—
39
1,070
70,202
19,240 2,778,733
671,030
671,030
3,107
19,473
3,011,466
457,366
—
457,366
7,769
110,143
236,092
3,822,836
—
—
—
—
—
(6,099)
1,328,761
1,328,761
3,146
90,745
5,803,380
—
(3,852,019)
(3,852,019)
—
(2,718)
—
(3,860,836)
—
1,767,260
—
1,767,260
172,626
107,425
596,200
8,446,891
—
71,105
3,228,512 (15,584,158)
4,938,797
—
71,105
5,009,902
3,299,617 (15,584,158)
7,122,453 $(19,444,994) $ 13,456,793
— 1,309,876
Long-term debt, net .....................................................
Intercompany loan payable.......................................... 1,827,084
Non-current tax liabilities...................................................
Deferred tax liabilities, net .................................................
Other liabilities ...................................................................
18
— 2,024,935
Total Long-Term Debt, net ............................ 1,827,084 1,309,876 2,024,953
164,857
—
360,108
Total Liabilities.............................................. 1,827,124 1,329,116 5,328,651
—
—
—
—
—
—
—
Commitments and contingencies........................................
Equity:
—
—
CBRE Group, Inc. Stockholders’ Equity..................... 4,938,797 6,759,815 5,595,831
—
Non-controlling interests .............................................
Total Equity .......................................................... 4,938,797 6,759,815 5,595,831
Total Liabilities and Equity ........................... $6,765,921 $8,088,931 $10,924,482 $
—
—
(1)
Although CBRE Capital Markets is included among our domestic subsidiaries that jointly and severally guarantee our 4.875% senior
notes, 5.25% senior notes and our 2017 Credit Agreement, a substantial majority of warehouse receivables funded under JP Morgan, TD
Bank, Fannie Mae ASAP, Capital One and BofA lines of credit are pledged to JP Morgan, TD Bank, Fannie Mae, Capital One and BofA,
and accordingly, are not included as collateral for these notes or our other outstanding debt.
109
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Balance Sheet
Current Assets:
ASSETS
As of December 31, 2017 (As Adjusted) (1)
Parent
CBRE
Services
Guarantor
Subsidiaries
Nonguarantor
Subsidiaries Eliminations
Consolidated
Total
Cash and cash equivalents ................................................. $
Restricted cash ...................................................................
Receivables, net .................................................................
Warehouse receivables (2).................................................
Contract assets ...................................................................
Prepaid expenses................................................................
Income taxes receivable.....................................................
Other current assets............................................................
Total Current Assets............................................
7 $
—
—
—
—
—
2,162
—
2,169
15,604 $
—
—
—
—
—
—
—
112,048 $
2,095
990,923
479,628
263,756
81,106
—
50,556
15,604 1,980,112
624,115 $
70,950
2,121,366
448,410
9,297
134,230
49,628
176,865
3,634,861
— $
—
—
—
—
—
(2,162 )
—
(2,162 )
751,774
73,045
3,112,289
928,038
273,053
215,336
49,628
227,421
5,630,584
—
431,755
Property and equipment, net .....................................................
— 1,774,529
Goodwill....................................................................................
—
751,930
Other intangible assets, net .......................................................
—
Investments in unconsolidated subsidiaries ..............................
197,395
Investments in consolidated subsidiaries .................................. 5,551,781 4,930,109 3,066,303
700,000
Intercompany loan receivable ...................................................
5,300
Deferred tax assets, net .............................................................
348,191
Other assets, net ........................................................................
Total Assets ......................................................... $5,553,950 $7,589,853 $ 9,255,515 $
— 2,621,330
—
—
—
22,810
—
—
—
—
185,984
1,480,211
647,182
40,606
—
—
98,746
108,473
617,739
3,254,740
1,399,112
238,001
—
—
98,746
479,474
6,196,063 $ (16,876,985) $ 11,718,396
—
—
—
—
(13,548,193 )
(3,321,330 )
(5,300 )
—
— $
—
—
—
—
29,708 $
—
626
—
3,314
404,367 $
590,534
479,306
42,994
13,704
1,139,597 $
487,811
424,502
57,621
55,778
— $
—
—
—
(2,162 )
1,573,672
1,078,345
904,434
100,615
70,634
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued expenses ........................... $
Accrued bonus and profit sharing......................................
Compensation and employee benefits payable..................
Contract liabilities..............................................................
Income taxes payable.........................................................
Short-term borrowings:
Warehouse lines of credit (which fund
loans that U.S. Government Sponsored
Enterprises have committed to purchase) (2) ..........
Other ...........................................................................
Total short-term borrowings ...............................
Current maturities of long-term debt .................................
Other current liabilities ......................................................
Total Current Liabilities ......................................
Long-Term Debt, net:
—
—
—
—
—
—
—
—
—
—
55
474,195
16
474,211
—
56,260
33,703 2,061,376
Long-term debt, net............................................................
Intercompany loan payable................................................ 1,439,454
Non-current tax liabilities .........................................................
Deferred tax liabilities, net........................................................
Other liabilities..........................................................................
—
— 1,798,550
Total Long-Term Debt, net ................................. 1,439,454 1,999,603 1,798,550
135,396
29,785
300,299
Total Liabilities ................................................... 1,439,454 2,038,072 4,325,406
—
—
—
4,766
— 1,999,603
—
—
—
Commitments and contingencies ..............................................
Equity:
—
—
CBRE Group, Inc. Stockholders’ Equity ........................... 4,114,496 5,551,781 4,930,109
—
Non-controlling interests ...................................................
Total Equity ................................................................ 4,114,496 5,551,781 4,930,109
Total Liabilities and Equity................................. $ 5,553,950 $ 7,589,853 $ 9,255,515 $
—
—
436,571
—
436,571
8
18,139
2,620,027
—
83,326
83,326
5,396
122,733
238,160
3,069,642
—
—
—
—
—
—
(2,162 )
—
(3,321,330 )
(3,321,330 )
—
(5,300 )
—
(3,328,792 )
—
910,766
16
910,782
8
74,454
4,712,944
1,999,603
—
1,999,603
140,792
147,218
543,225
7,543,782
—
4,114,496
(13,548,193 )
3,066,303
—
60,118
60,118
3,126,421
4,174,614
(13,548,193)
6,196,063 $ (16,876,985 ) $ 11,718,396
(1)
(2)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 financial
statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
Although CBRE Capital Markets is included among our domestic subsidiaries that jointly and severally guarantee our 5.00% senior notes,
4.875% senior notes, 5.25% senior notes and our 2015 Credit Agreement, a substantial majority of warehouse receivables funded under
BofA, Fannie Mae ASAP, JP Morgan, Capital One and TD Bank lines of credit are pledged to BofA, Fannie Mae, JP Morgan, Capital
One and TD Bank, and accordingly, are not included as collateral for these notes or our other outstanding debt.
110
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Year Ended December 31, 2018
CBRE
Services
Guarantor
Subsidiaries
— $ 11,998,469 $
Nonguarantor
Subsidiaries Eliminations
Consolidated
Total
9,341,619 $
— $ 21,340,088
6,935,265
1,566,234
180,610
8,682,109
7,169
666,679
1,584
(10,638)
214,780
23,663
—
111,883
—
736,859
154,607
582,252
— 16,449,212
—
3,365,773
—
451,988
— 20,266,973
—
14,874
—
1,087,989
—
324,664
—
93,020
8,585
(347,259)
107,270
(347,259)
—
27,982
—
—
—
(2,740,635)
1,379,006
(2,740,635)
—
313,058
1,065,948
(2,740,635)
2,729
—
579,523 $ (2,740,635) $
2,729
1,063,219
Condensed Consolidating Statement of Operations
Revenue .............................................................................. $
Costs and expenses:
— $
Parent
—
—
24,523
—
24,523
—
(24,523)
—
—
—
—
—
—
— 9,513,947
Cost of services............................................................
1,156 1,773,860
Operating, administrative and other ............................
271,378
Depreciation and amortization.....................................
1,156 11,559,185
Total costs and expenses.......................................
—
7,705
Gain on disposition of real estate .......................................
446,989
Operating (loss) income .....................................................
(1,156)
—
323,080
Equity income from unconsolidated subsidiaries...............
103,657
Other income (loss) ............................................................
1
6,805
Interest income ...................................................................
134,259
328,638
Interest expense ..................................................................
102,228
—
Write-off of financing costs on extinguished debt .............
27,982
—
(111,883)
Royalty and management service (income) expense .........
Income from consolidated subsidiaries .............................. 1,081,643 1,079,469
579,523
Income before (benefit of) provision for income taxes ...... 1,057,120 1,082,363 1,243,299
(Benefit of) provision for income taxes .............................
163,830
Net income ......................................................................... 1,063,219 1,081,643 1,079,469
Less: Net income attributable to non-controlling
—
interests............................................................................
Net income attributable to CBRE Group, Inc. ................... $1,063,219 $1,081,643 $ 1,079,469 $
(6,099)
720
—
—
111
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Operations
Revenue .............................................................................. $
Costs and expenses:
— $
— $ 10,702,005 $
7,926,782 $
— $ 18,628,787
For the Year Ended December 31, 2017 (As Adjusted) (1)
Parent
CBRE
Services
Guarantor
Subsidiaries
Nonguarantor
Subsidiaries Eliminations
Consolidated
Total
—
—
— 8,517,114
Cost of services............................................................
5,661
Operating, administrative and other ............................
1,972 1,485,605
—
Depreciation and amortization.....................................
239,863
5,661
Total costs and expenses.......................................
1,972 10,242,582
—
—
Gain on disposition of real estate .......................................
6,037
(1,972)
(5,661)
Operating (loss) income .....................................................
465,460
—
—
Equity income from unconsolidated subsidiaries...............
206,655
—
1
Other income ......................................................................
22
— 143,425
Interest income ...................................................................
5,453
— 132,777
Interest expense ..................................................................
115,947
—
—
Royalty and management service expense (income) .........
15,950
461,769
Income from consolidated subsidiaries .............................. 700,608 695,245
Income before (benefit of) provision for income taxes ...... 694,947 703,922 1,007,462
312,217
(Benefit of) provision for income taxes .............................
3,314
Net income ......................................................................... 697,109 700,608
695,245
Less: Net income attributable to non-controlling
—
interests............................................................................
Net income attributable to CBRE Group, Inc. ................... $ 697,109 $ 700,608 $
—
695,245 $
(2,162)
—
5,787,985
1,365,482
166,251
7,319,718
13,791
620,855
3,552
9,382
4,400
31,515
(15,950)
—
622,624
154,388
468,236
— 14,305,099
—
2,858,720
—
406,114
— 17,569,933
—
19,828
—
1,078,682
—
210,207
—
9,405
9,853
(143,425)
136,814
(143,425)
—
—
—
(1,857,622)
1,171,333
(1,857,622)
—
467,757
703,576
(1,857,622)
6,467
—
461,769 $ (1,857,622) $
6,467
697,109
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
112
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Year Ended December 31, 2016 (As Adjusted) (1)
CBRE
Services
Guarantor
Subsidiaries
— $ 10,169,361 $
Nonguarantor
Subsidiaries Eliminations
Consolidated
Total
Condensed Consolidating Statement of Operations
Parent
Revenue .............................................................................. $
Costs and expenses:
— $
—
—
Cost of services............................................................
5,003
Operating, administrative and other ............................
—
Depreciation and amortization.....................................
5,003
Total costs and expenses.......................................
—
—
Gain on disposition of real estate .......................................
8,231
(5,003)
Operating (loss) income .....................................................
—
—
Equity income from unconsolidated subsidiaries...............
—
1
Other income (loss) ............................................................
— 131,132
Interest income ...................................................................
— 184,738
Interest expense ..................................................................
—
—
Royalty and management service (income) expense .........
Income from consolidated subsidiaries .............................. 576,167 604,177
Income before (benefit of) provision for income taxes ...... 571,164 558,803
(Benefit of) provision for income taxes .............................
(17,364)
Net income ......................................................................... 573,079 576,167
Less: Net income attributable to non-controlling
—
interests............................................................................
Net income attributable to CBRE Group, Inc. ................... $ 573,079 $ 576,167 $
— 8,133,496
(8,231) 1,454,435
225,552
(8,231) 9,813,483
3,669
359,547
192,811
(89)
50,272
97,815
(39,182)
242,732
786,640
182,463
604,177
(1,915)
—
7,199,747 $
— $ 17,369,108
5,287,415
1,329,094
141,375
6,757,884
12,193
454,056
4,540
4,776
5,146
40,797
39,182
—
388,539
133,716
254,823
— 13,420,911
—
2,780,301
—
366,927
— 16,568,139
—
15,862
—
816,831
—
197,351
—
4,688
8,051
(178,499)
144,851
(178,499)
—
—
—
(1,423,076)
882,070
(1,423,076)
—
296,900
585,170
(1,423,076)
—
604,177 $
—
12,091
242,732 $ (1,423,076) $
12,091
573,079
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
113
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Comprehensive Income
For the Year Ended December 31, 2018
Guarantor
Subsidiaries
Net income ......................................................................... $1,063,219 $1,081,643 $ 1,079,469 $
Other comprehensive income (loss):
CBRE
Services
Parent
Nonguarantor
Subsidiaries Eliminations
582,252 $ (2,740,635) $
Consolidated
Total
1,065,948
Foreign currency translation loss ................................
Adoption of Accounting Standards
Update 2016-01, net.................................................
Amounts reclassified from accumulated
other comprehensive loss to interest
expense, net..............................................................
Unrealized gains on interest rate
swaps, net .................................................................
Unrealized holding losses on available
for sale debt securities, net.......................................
Pension liability adjustments, net................................
Other, net.....................................................................
Total other comprehensive income (loss) ...................
—
—
—
—
—
(161,384)
—
(161,384)
(3,964)
—
—
(3,964)
—
2,439
—
708
—
—
—
—
—
—
2,439
708
(971)
1,315
(5,070)
(166,927)
899,021
(971)
—
7
(4,928)
Comprehensive income...................................................... 1,063,219 1,084,790 1,074,541
Less: Comprehensive income attributable
to non-controlling interests .............................................
Comprehensive income attributable to
CBRE Group, Inc............................................................ $1,063,219 $1,084,790 $ 1,074,541 $
—
—
—
3,147
—
—
—
—
—
—
—
—
1,315
(5,077)
(165,146)
417,106
—
—
—
—
(2,740,635)
1,657
—
1,657
415,449 $ (2,740,635) $
897,364
114
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Comprehensive Income
For the Year Ended December 31, 2017 (As Adjusted) (1)
Parent
CBRE
Services
Guarantor
Subsidiaries
695,245 $
Nonguarantor
Subsidiaries Eliminations
468,236 $ (1,857,622) $
Consolidated
Total
703,576
—
—
—
218,001
—
218,001
Net income ......................................................................... $ 697,109 $ 700,608 $
Other comprehensive (loss) income:
Foreign currency translation gain ................................
Amounts reclassified from accumulated
other comprehensive loss to interest
expense, net ..............................................................
Unrealized gains on interest rate
swaps, net .................................................................
Unrealized holding gains on available
for sale debt securities, net .......................................
Pension liability adjustments, net ................................
Other, net .....................................................................
Total other comprehensive (loss) income....................
—
—
—
5,549
Comprehensive income ...................................................... 697,107 706,157
Less: Comprehensive income attributable
to non-controlling interests..............................................
Comprehensive income attributable to
CBRE Group, Inc. ........................................................... $ 697,107 $ 706,157 $
—
—
(2)
(2)
—
—
—
4,964
—
585
—
—
—
—
—
—
4,964
585
2,737
12,701
364
239,352
942,928
2,557
—
(21)
2,536
697,781
180
12,701
387
231,269
699,505
—
—
—
—
(1,857,622)
—
6,879
—
6,879
697,781 $
692,626 $ (1,857,622) $
936,049
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
115
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the Year Ended December 31, 2016 (As Adjusted) (1)
CBRE
Services
Net income ......................................................................... $ 573,079 $ 576,167 $
Other comprehensive income (loss):
Parent
Guarantor
Subsidiaries
604,177 $
Nonguarantor
Subsidiaries Eliminations
254,823 $ (1,423,076) $
Consolidated
Total
585,170
Foreign currency translation loss.................................
Amounts reclassified from accumulated
other comprehensive loss to interest
expense, net ..............................................................
Unrealized losses on interest rate
swaps, net .................................................................
Unrealized holding gains on available
for sale debt securities, net ......................................
Pension liability adjustments, net ................................
Other, net .....................................................................
Total other comprehensive income
(loss) .........................................................................
—
—
—
(235,614)
—
(235,614)
—
6,839
—
(1,431)
—
—
—
—
—
—
—
—
180
—
(759)
—
—
204
(63,749)
(11,332)
—
—
—
—
—
6,839
(1,431)
384
(63,749)
(12,091)
5,408
Comprehensive income (loss) ............................................ 573,079 581,575
Less: Comprehensive income attributable
to non-controlling interests..............................................
Comprehensive income (loss) attributable
to CBRE Group, Inc. ....................................................... $ 573,079 $ 581,575 $
—
—
—
(579)
603,598
(310,491)
(55,668)
—
(1,423,076)
(305,662)
279,508
—
12,108
—
12,108
603,598 $
(67,776) $ (1,423,076) $
267,400
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
116
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Cash Flow
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES:
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .........................................................................
Acquisition of businesses, including net assets acquired,
intangibles and goodwill, net of cash acquired..............................
Contributions to unconsolidated subsidiaries ...................................
Distributions from unconsolidated subsidiaries................................
Net proceeds from disposition of real estate held for investment ....
Purchase of equity securities ............................................................
Proceeds from sale of equity securities ............................................
Purchase of available for sale debt securities ...................................
Proceeds from the sale of available for sale debt securities .............
Other investing activities, net ...........................................................
Net cash used in investing activities ...................................
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior term loans.......................................................
Repayment of senior term loans .......................................................
Proceeds from revolving credit facility ............................................
Repayment of revolving credit facility .............................................
Repayment of 5.00% senior notes (including premium) ..................
Proceeds from notes payable on real estate ......................................
Repayment of notes payable on real estate.......................................
Repayment of debt assumed in acquisition of FacilitySource..........
Repurchase of common stock...........................................................
Acquisition of businesses (cash paid for acquisitions more than
three months after purchase date) ..................................................
Units repurchased for payment of taxes on equity awards ...............
Non-controlling interest contributions..............................................
Non-controlling interest distributions...............................................
Payment of financing costs...............................................................
Decrease (increase) in intercompany receivables, net ......................
Other financing activities, net...........................................................
Net cash (used in) provided by financing activities............
For the Year Ended December 31, 2018
Nonguarantor
CBRE
Subsidiaries
Services
Guarantor
Subsidiaries
Consolidated
Total
Parent
$ 105,850
$
21,834
$
429,540
$
574,025
$
1,131,249
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
550,000
(450,000)
3,258,000
(3,258,000)
(820,000)
—
—
—
—
—
—
—
—
(212)
716,837
—
(3,375)
(161,034)
—
(29,386)
—
—
—
84,213
357
(105,850)
(140,670)
(87,133)
(227,803)
(305,315)
(51,046)
57,269
—
(21,402)
16,314
(23,360)
5,792
2,793
(459,625)
—
—
—
—
—
—
—
(26,295)
—
(16,774)
—
—
—
—
233,975
(16)
190,890
(17,258)
(11,756)
4,440
14,174
—
—
—
—
(3,526)
(101,059)
452,745
—
—
—
—
7,599
(19,058)
—
—
(1,886)
—
25,355
(13,413)
(1,876)
(1,035,025)
(2,706)
(588,265)
(322,573)
(62,802)
61,709
14,174
(21,402)
16,314
(23,360)
5,792
(733)
(560,684)
1,002,745
(450,000)
3,258,000
(3,258,000)
(820,000)
7,599
(19,058)
(26,295)
(161,034)
(18,660)
(29,386)
25,355
(13,413)
(2,088)
—
(2,365)
(506,600)
Effect of currency exchange rate changes on cash and cash
equivalents and restricted cash ......................................................
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS AND RESTRICTED CASH .........................
CASH AND CASH EQUIVALENTS AND RESTRICTED
CASH, AT BEGINNING OF PERIOD .....................................
CASH AND CASH EQUIVALENTS AND RESTRICTED
CASH, AT END OF PERIOD .................................................... $
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
—
—
7
—
—
(24,840)
(24,840)
18,459
160,805
(140,139)
39,125
15,604
114,143
695,065
824,819
7
$
34,063
$
274,948
$
554,926
$
863,944
Interest .......................................................................................
Income taxes, net .......................................................................
$
$
—
—
$
$
102,491
—
$
$
—
198,930
$
$
1,674
176,919
$
$
104,165
375,849
117
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Cash Flows
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES:
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.......................................................................
Acquisition of businesses, including net assets acquired,
intangibles and goodwill, net of cash acquired...........................
Contributions to unconsolidated subsidiaries ................................
Distributions from unconsolidated subsidiaries.............................
Purchase of equity securities..........................................................
Proceeds from sale of equity securities..........................................
Purchase of available for sale debt securities ................................
Proceeds from the sale of available for sale debt securities...........
Other investing activities, net ........................................................
Net cash used in investing activities ................................
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior term loans....................................................
Repayment of senior term loans ....................................................
Proceeds from revolving credit facility..........................................
Repayment of revolving credit facility ..........................................
Proceeds from notes payable on real estate ...................................
Repayment of notes payable on real estate ....................................
Acquisition of businesses (cash paid for acquisitions more than
three months after purchase date) ...............................................
Units repurchased for payment of taxes on equity awards ............
Non-controlling interest contributions...........................................
Non-controlling interest distributions ............................................
Payment of financing costs ............................................................
(Increase) decrease in intercompany receivables, net....................
Other financing activities, net ........................................................
Net cash used in financing activities ................................
Effect of currency exchange rate changes on cash and cash
equivalents and restricted cash....................................................
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS AND RESTRICTED CASH.......................
CASH AND CASH EQUIVALENTS AND RESTRICTED
CASH, AT BEGINNING OF PERIOD ..................................
CASH AND CASH EQUIVALENTS AND RESTRICTED
CASH, AT END OF PERIOD .................................................
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest.....................................................................................
Income taxes, net.....................................................................
For the Year Ended December 31, 2017 (As Adjusted) (1)
Parent
CBRE
Services
Guarantor
Subsidiaries
Nonguarantor
Subsidiaries
Consolidated
Total
$
89,341
$
37,990
$
424,787
$
342,293
$
894,411
(121,347)
(56,695)
(178,042)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
200,000
(751,876)
1,521,000
(1,521,000)
—
—
—
—
—
—
(7,978)
(29,549)
—
—
—
(87,248)
(63,119)
52,896
(15,584)
15,587
(19,280)
15,790
1,968
(220,337)
—
—
—
—
—
—
(19,854)
—
—
—
—
(60,271)
479
(89,341)
520,579
—
(39,275)
(338,396)
(3,145)
(361,395)
(31,179)
(5,581)
10,768
—
—
—
—
424
(82,263)
—
—
—
—
4,333
(12,556)
(4,152)
—
5,301
(8,715)
(21)
(121,912)
(9)
(137,731)
(118,427)
(68,700)
63,664
(15,584)
15,587
(19,280)
15,790
2,392
(302,600)
200,000
(751,876)
1,521,000
(1,521,000)
4,333
(12,556)
(24,006)
(29,549)
5,301
(8,715)
(7,999)
—
(2,675)
(627,742)
—
—
7
—
—
29,338
29,338
(1,285)
(156,945)
151,637
(6,593)
16,889
271,088
543,428
831,412
7
$
15,604
$
114,143
$
695,065
$
824,819
—
—
$
$
117,072
—
$
$
—
198,520
$
$
92
158,477
$
$
117,164
356,997
$
$
$
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
118
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Cash Flows
CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.......................................................................
Acquisition of businesses, including net assets acquired,
intangibles and goodwill, net of cash acquired...........................
Contributions to unconsolidated subsidiaries ................................
Distributions from unconsolidated subsidiaries.............................
Net proceeds from disposition of real estate held for investment..
Purchase of equity securities..........................................................
Proceeds from sale of equity securities..........................................
Purchase of available for sale debt securities ................................
Proceeds from the sale of available for sale debt securities...........
Other investing activities, net ........................................................
Net cash used in investing activities ................................
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior term loans ....................................................
Proceeds from revolving credit facility..........................................
Repayment of revolving credit facility ..........................................
Proceeds from notes payable on real estate ...................................
Repayment of notes payable on real estate ....................................
Acquisition of businesses (cash paid for acquisitions more than
three months after purchase date) ...............................................
Units repurchased for payment of taxes on equity awards ............
Non-controlling interest contributions...........................................
Non-controlling interest distributions ............................................
Payment of financing costs ............................................................
(Increase) decrease in intercompany receivables, net....................
Other financing activities, net ........................................................
Net cash (used in) provided by financing activities .........
Effect of currency exchange rate changes on cash and cash
equivalents and restricted cash....................................................
NET INCREASE IN CASH AND CASH EQUIVALENTS
AND RESTRICTED CASH.....................................................
CASH AND CASH EQUIVALENTS AND RESTRICTED
CASH, AT BEGINNING OF PERIOD ..................................
CASH AND CASH EQUIVALENTS AND RESTRICTED
CASH, AT END OF PERIOD .................................................
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest.....................................................................................
Income taxes, net.....................................................................
For the Year Ended December 31, 2016 (As Adjusted) (1)
Parent
CBRE
Services
Guarantor
Subsidiaries
Nonguarantor
Subsidiaries
Consolidated
Total
$
84,393
$
(23,643) $
296,501
$
259,734
$
616,985
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(136,250)
2,909,000
(2,909,000)
—
—
—
—
—
—
(5,459)
(27,426)
—
—
—
(57,880)
915
(84,391)
173,762
—
32,053
(115,049)
(76,156)
(191,205)
(2,191)
(47,192)
39,340
—
(15,506)
16,954
(22,155)
18,097
19,178
(108,524)
—
—
—
—
—
(1,125)
—
—
—
—
(68,422)
(1,173)
(70,720)
(18,886)
(19,624)
7,435
44,326
—
—
—
—
20,905
(42,000)
—
—
—
25,001
(38,046)
(19,909)
—
2,272
(19,133)
(159)
(47,460)
(185)
(97,619)
(21,077)
(66,816)
46,775
44,326
(15,506)
16,954
(22,155)
18,097
40,083
(150,524)
(136,250)
2,909,000
(2,909,000)
25,001
(38,046)
(21,034)
(27,426)
2,272
(19,133)
(5,618)
—
(443)
(220,677)
—
2
5
—
—
(27,539)
(27,539)
8,410
117,257
92,576
218,245
8,479
153,831
450,852
613,167
7
$
16,889
$
271,088
$
543,428
$
831,412
—
—
$
$
122,605
—
$
$
—
174,164
$
$
3,195
120,684
$
$
125,800
294,848
$
$
$
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information.
119
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
21.
Subsequent Event
During the month of January 2019, we spent $45.1 million to repurchase an additional 1,144,449 shares of our
Class A common stock with an average price paid per share of $39.38. Additionally, on February 28, 2019, our
board of directors authorized a new program for the company to repurchase up to $300.0 million of our Class A
common stock over three years, effective March 11, 2019. The existing program will terminate upon the
effectiveness of the new program.
120
CBRE GROUP, INC.
QUARTERLY RESULTS OF OPERATIONS
(Unaudited)
Three Months
Ended
December 31,
2018
Three Months
Ended
September 30,
2018
Three Months
Ended
June 30,
2018
Three Months
Ended
March 31,
2018
Revenue.................................................................................................. $
Operating income................................................................................... $
Net income attributable to CBRE Group, Inc........................................ $
Basic income per share .......................................................................... $
Weighted average shares outstanding for basic
income per share .................................................................................
Diluted income per share ....................................................................... $
Weighted average shares outstanding for diluted
income per share .................................................................................
(Dollars in thousands, except share data)
5,111,434 $
225,316 $
228,667 $
0.67 $
5,260,954 $
189,717 $
290,469 $
0.86 $
6,293,748 $
459,347 $
393,795 $
1.16 $
4,673,952
213,609
150,288
0.44
339,823,278
1.15 $
339,477,316
0.85 $
339,081,556
0.67 $
338,890,098
0.44
342,683,720
343,733,947
343,471,513
342,589,810
Three Months
Ended
December 31,
2017
Three Months
Ended
September 30,
2017
Three Months
Ended
June 30,
2017
Three Months
Ended
March 31,
2017
Revenue.................................................................................................. $
Operating income................................................................................... $
Net income attributable to CBRE Group, Inc........................................ $
Basic income per share .......................................................................... $
Weighted average shares outstanding for basic
income per share .................................................................................
Diluted income per share ....................................................................... $
Weighted average shares outstanding for diluted
income per share .................................................................................
(As Adjusted) (1)
(Dollars in thousands, except share data)
4,439,571 $
228,328 $
201,777 $
0.60 $
4,638,596 $
238,956 $
199,088 $
0.59 $
5,499,654 $
406,187 $
159,224 $
0.47 $
4,050,966
205,211
137,020
0.41
338,777,028
0.47 $
337,948,324
0.58 $
336,975,149
0.59 $
336,907,836
0.40
341,728,078
341,186,431
340,882,603
339,690,579
(1)
We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016
financial statements to conform with the 2018 presentation. See Notes 2 and 3 of the Notes to Consolidated Financial Statements set forth
in Item 8 of this Annual Report for more information.
121
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Securities Exchange Act Rules 13a-15(f), including maintenance of (i) records
that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, and (ii) policies
and procedures that provide reasonable assurance that (a) transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles generally accepted in the United States
of America, (b) our receipts and expenditures are being made only in accordance with authorizations of management
and our board of directors and (c) we will prevent or timely detect unauthorized acquisition, use, or disposition of
our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting
objectives because of the inherent limitations of any system of internal control. Internal control over financial
reporting is a process that involves human diligence and compliance and is subject to lapses of judgment and
breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by
collusion or improper overriding of controls. As a result of such limitations, there is risk that material misstatements
may not be prevented or detected on a timely basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
Under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the criteria established in Internal Control-Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations (COSO) of the Treadway Commission. We acquired FacilitySource during
2018 ("Acquired Business") as defined in Note 4 to the consolidated financial statements, and we excluded from our
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018, the
Acquired Business's internal control over financial reporting associated with total assets of $372.5 million and total
revenues of $121.6 million included in our consolidated financial statements as of December 31, 2018. Based on our
evaluation under the COSO framework, our management concluded that our internal control over financial reporting
was effective as of December 31, 2018. The effectiveness of internal control over financial reporting as of
December 31, 2018 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in
their report which is included herein.
Disclosure Controls and Procedures
Rule 13a-15 of the Securities and Exchange Act of 1934, as amended, requires that we conduct an evaluation
of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual
Report, and we have a disclosure policy in furtherance of the same. This evaluation is designed to ensure that all
corporate disclosure is complete and accurate in all material respects. The evaluation is further designed to ensure
that all information required to be disclosed in our SEC reports is accumulated and communicated to management to
allow timely decisions regarding required disclosures and recorded, processed, summarized and reported within the
time periods and in the manner specified in the SEC’s rules and forms. Any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our
Chief Executive Officer and Chief Financial Officer supervise and participate in this evaluation, and they are
assisted by our Chief Accounting Officer and other members of our Disclosure Committee. In addition to our Chief
Accounting Officer, our Disclosure Committee consists of our General Counsel, our Chief Digital and Technology
Officer, our chief communication officer, our corporate controller, our senior director of Global SOX Assurance, our
senior officers of significant business lines and other select employees.
122
We conducted the required evaluation, and our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures (as defined by Securities Exchange Act Rule 13a-15(e)) were
effective as of December 31, 2018 to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting occurred during the fiscal quarter ended
December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information under the headings “Elect Directors,” “Corporate Governance,” “Executive Management”
and “Stock Ownership” in the definitive proxy statement for our 2019 Annual Meeting of Stockholders is
incorporated herein by reference.
We are filing the certifications by the Chief Executive Officer and Chief Financial Officer required under
Section 302 of the Sarbanes-Oxley Act as exhibits to this Annual Report on Form 10-K.
Item 11.
Executive Compensation
The information contained under the headings “Corporate Governance,” “Compensation Discussion and
Analysis” and “Executive Compensation” in the definitive proxy statement for our 2019 Annual Meeting of
Stockholders is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
We incorporate herein by reference the information contained under the heading “Stock Ownership” in the
definitive proxy statement for our 2019 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information contained under the headings “Elect Directors,” “Corporate Governance” and “Related-Party
Transactions” in the definitive proxy statement for our 2019 Annual Meeting of Stockholders is incorporated herein
by reference.
Item 14.
Principal Accountant Fees and Services
The information contained under the heading “Audit and Other Fees” in the definitive proxy statement for our
2019 Annual Meeting of Stockholders is incorporated herein by reference.
123
PART IV
Item 15.
Exhibits and Financial Statement Schedules
1.
Financial Statements
See Index to Consolidated Financial Statements set forth on page 54.
2.
Financial Statement Schedules
See Schedule II on page 125.
3.
Exhibits
See Exhibit Index beginning on page 126 hereof.
Item 16.
Form 10-K Summary
Not applicable.
124
CBRE GROUP, INC.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Balance, December 31, 2015............................................................................................................................................. $
Charges to expense .....................................................................................................................................................
Write-offs, payments and other ..................................................................................................................................
Balance, December 31, 2016.............................................................................................................................................
Charges to expense .....................................................................................................................................................
Write-offs, payments and other ..................................................................................................................................
Balance, December 31, 2017.............................................................................................................................................
Charges to expense .....................................................................................................................................................
Write-offs, payments and other ..................................................................................................................................
Balance, December 31, 2018............................................................................................................................................. $
46,606
4,711
(11,848)
39,469
8,044
(724)
46,789
19,760
(6,201)
60,348
Allowance for
Doubtful Accounts
125
EXHIBIT INDEX
Exhibit
No.
Exhibit Description
Form SEC File No. Exhibit Filing Date
Filed
Herewith
Incorporated by Reference
2.1
2.2
3.1
3.2
4.1
4.2(a)
4.2(b)
4.2(c)
4.2(d)
4.2(e)
Share Sale Agreement, dated November 12, 2013,
by and among William Investments Limited, the
individual vendors named therein, CBRE Holdings
Limited, CBRE UK Acquisition Company Limited
and CBRE Group, Inc.
Stock and Asset Purchase Agreement, dated as of
March 31, 2015, by and between Johnson
Controls, Inc. and CBRE, Inc.
Amended and Restated Certificate of
Incorporation of CBRE Group, Inc.
Amended and Restated By-Laws of CBRE Group,
Inc.
Form of Class A common stock certificate of
CBRE Group, Inc.
Indenture, dated as of March 14, 2013, among
CBRE Group, Inc., CBRE Services, Inc., certain
subsidiaries of CBRE Services, Inc. and Wells
Fargo Bank, National Association, as trustee
First Supplemental Indenture, dated as of March
14, 2013, between CBRE Services, Inc., CBRE
Group, Inc., certain subsidiaries of CBRE
Services, Inc. and Wells Fargo Bank, National
Association, as trustee, for the 5.00% Senior Notes
Due 2023, including the Form of 5.00% Senior
Notes due 2023
Second Supplemental Indenture, dated as of April
10, 2013, between CBRE/LJM- Nevada, Inc.,
CBRE Consulting, Inc., CBRE Services, Inc. and
Wells Fargo Bank, National Association, as
trustee, for the 5.00% Senior Notes due 2023
Form of Supplemental Indenture among certain
subsidiary guarantors of CBRE Services, Inc.,
CBRE Services, Inc. and Wells Fargo Bank,
National Association, as trustee, for the 5.00%
Senior Notes due 2023
Second Supplemental Indenture, dated as of
September 26, 2014, between CBRE Services,
Inc., CBRE Group, Inc., certain subsidiaries of
CBRE Services, Inc. and Wells Fargo Bank,
National Association, as trustee, for the 5.25%
Senior Notes due 2025, including the Form of
5.25% Senior Notes due 2025
8-K
001-32205
1.01
11/13/2013
8-K
001-32205
2.1
04/03/2015
8-K
001-32205
3.1
05/23/2018
8-K
001-32205
3.2
05/23/2018
10-Q
001-32205
4.1
08/09/2017
10-Q
001-32205
4.4(a)
05/10/2013
10-Q
001-32205
4.4(b)
05/10/2013
S-3ASR 333-201126
4.3(c)
12/19/2014
8-K
001-32205
4.3
04/16/2013
8-K
001-32205
4.1
09/26/2014
126
Exhibit
No.
4.2(f)
4.2(g)
4.2(h)
4.2(i)
10.1
10.2
10.3
10.4
10.5
10.6
10.7
Exhibit Description
Form SEC File No. Exhibit Filing Date
Filed
Herewith
Incorporated by Reference
8-K
001-32205
4.1
12/12/2014
S-3ASR 333-201126
4.3(h)
12/19/2014
8-K
001-32205
4.2
08/13/2015
8-K
001-32205
4.1
09/25/2015
8-K
001-32205
10.1
11/01/2017
8-K
001-32205
10.1
12/21/2018
8-K
001-32205
10.2
11/01/2017
Third Supplemental Indenture, dated as of
December 12, 2014, between CBRE Services, Inc.,
CBRE Group, Inc., certain subsidiaries of CBRE
Services, Inc. and Wells Fargo Bank, National
Association, as trustee, for the additional issuance
of 5.25% Senior Notes due 2025
Form of Supplemental Indenture among certain
subsidiary guarantors of CBRE Services, Inc.,
CBRE Services, Inc. and Wells Fargo Bank,
National Association, as trustee, for the 5.25%
Senior Notes due 2025
Fourth Supplemental Indenture, dated as of August
13, 2015, between CBRE Services, Inc., CBRE
Group, Inc., certain subsidiaries of CBRE
Services, Inc. and Wells Fargo Bank, National
Association, as trustee, for the issuance of 4.875%
Senior Notes due 2026, including the Form of
4.875% Senior Notes due 2026
Fifth Supplemental Indenture, dated as of
September 25, 2015, between CBRE GWS LLC,
CBRE Services, Inc. and Wells Fargo Bank,
National Association, as trustee, relating to the
5.00% Senior Notes due 2023, the 5.25% Senior
Notes due 2025 and the 4.875% Senior Notes due
2026
Credit Agreement, dated as of October 31, 2017,
among CBRE Group, Inc., CBRE Services, Inc.,
certain subsidiaries of CBRE Services, Inc., the
lenders party thereto and Credit Suisse AG,
Cayman Islands Branch, as administrative agent
Borrowing Subsidiary Agreement, dated as of
December 20, 2018, among CBRE Group, Inc.,
CBRE Services, Inc., CBRE Global Acquisition
Company and Credit Suisse AG, Cayman Islands
Branch, as administrative agent
Incremental Term Loan Assumption Agreement,
dated as of December 20, 2018, among CBRE
Group, Inc., CBRE Services, Inc., certain
subsidiaries of CBRE Services, Inc., the lenders
party thereto and Credit Suisse AG, Cayman
Islands Branch, as administrative agent
Guarantee Agreement, dated as of October 31,
2017, among CBRE Group, Inc., CBRE Services,
Inc., the subsidiary guarantors party thereto and
Credit Suisse AG, Cayman Islands Branch, as
administrative agent
Supplement No. 1, dated December 20, 2018, to
the Guarantee Agreement, among CBRE Group,
Inc., CBRE Services, Inc., the subsidiary
guarantors party thereto and Credit Suisse AG,
Cayman Islands Branch, as administrative agent
CBRE Group, Inc. Executive Bonus Plan +
CBRE Group, Inc. Executive Incentive Plan +
10-K
8-K
001-32205
001-32205
10.3
10.1
03/03/2014
05/21/2015
127
X
X
Exhibit
No.
Exhibit Description
Form SEC File No. Exhibit Filing Date
Filed
Herewith
Incorporated by Reference
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
Form of Indemnification Agreement for Directors
and Officers +
Form of Indemnification Agreement for Directors
and Officers +
CBRE Group, Inc. 2012 Equity Incentive Plan +
Form of Grant Notice and Restricted Stock Unit
Agreement for the CBRE Group, Inc. 2012 Equity
Incentive Plan (Performance Vest) +
Form of Grant Notice and Restricted Stock Unit
Agreement for the CBRE Group, Inc. 2012 Equity
Incentive Plan (Time Vest) +
CBRE Group, Inc. 2017 Equity Incentive Plan +
Form of Grant Notice and Restricted Stock Unit
Agreement for the CBRE Group, Inc. 2017 Equity
Incentive Plan (Time Vest) +
Form of Grant Notice and Restricted Stock Unit
Agreement for the CBRE Group, Inc. 2017 Equity
Incentive Plan (Performance Vest) +
Form of Grant Notice and Restricted Stock Unit
Agreement for the CBRE Group, Inc. 2017 Equity
Incentive Plan (Non-Employee Director) +
Form of Grant Notice and Restricted Stock Unit
Agreement for the CBRE Group, Inc. 2017 Equity
Incentive Plan (Time Vesting RSU) +
Form of Grant Notice and Restricted Stock Unit
Agreement for the CBRE Group, Inc. 2017 Equity
Incentive Plan (TSR Performance RSU) +
Form of Grant Notice and Restricted Stock Unit
Agreement for the CBRE Group, Inc. 2017 Equity
Incentive Plan (EPS Performance RSU) +
CBRE Deferred Compensation Plan + (superseded
as of January 1, 2019 by Exhibit 10.24)
Amendment #1 to the CBRE Deferred
Compensation Plan + (superseded as of January 1,
2019 by Exhibit 10.24)
CBRE Deferred Compensation Plan, effective
January 1, 2019 +
CBRE Adoption Agreement +
CBRE Group, Inc. Change in Control and
Severance Plan for Senior Management, including
form of Designation Letter +
Form of Restricted Covenants Agreement
Amended and Restated Employment Agreement
dated as of January 1, 2016 by and between CBRE
Global Investors, LLC and T. Ritson Ferguson +
Employment and Transition Agreement dated as of
August 17, 2018 by and between CBRE, Inc. and
Calvin W. Frese, Jr. +
8-K
001-32205
10.1
12/08/2009
10-Q
001-32205
10.3
05/10/2016
S-8
8-K
333-181235
001-32205
99.1
10.1
05/08/2012
08/20/2013
8-K
001-32205
10.2
08/20/2013
S-8
10-K
333-218113
001-32205
99.1
10.24
05/19/2017
03/1/2018
10-K
001-32205
10.25
03/1/2018
S-8
333-218113
99.4
05/19/2017
10-K
001-32205
10.27
03/1/2018
10-K
001-32205
10.28
03/1/2018
10-K
001-32205
10.29
03/1/2018
8-K
001-32205
10.1
03/12/2012
10-K
001-32205
10.22
03/01/2017
8-K
001-32205
10.1
03/27/2015
10-K
10-Q
001-32205
001-32205
10.33
10.2
03/1/2018
05/10/2016
10-Q
001-32205
10.1
11/09/2018
21
Subsidiaries of CBRE Group, Inc.
128
X
X
X
Exhibit Description
Form SEC File No. Exhibit Filing Date
Filed
Herewith
Incorporated by Reference
X
X
X
X
X
X
X
X
X
X
Exhibit
No.
23.1
31.1
31.2
32
Consent of Independent Registered Public
Accounting Firm
Certification of Chief Executive Officer pursuant
to Rule 13a-14(a) under the Securities Exchange
Act of 1934, as adopted pursuant to §302 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) under the Securities Exchange Act
of 1934, as adopted pursuant to §302 of the
Sarbanes-Oxley Act of 2002
Certifications of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
101.DEF
101.LAB
101.PRE
XBRL Taxonomy Extension Calculation Linkbase
Document
XBRL Taxonomy Extension Definition Linkbase
Document
XBRL Taxonomy Extension Label Linkbase
Document
XBRL Taxonomy Extension Presentation
Linkbase Document
+
Denotes a management contract or compensatory arrangement
129
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
CBRE GROUP, INC.
By:
/s/ ROBERT E. SULENTIC
Robert E. Sulentic
President and Chief Executive Officer
Date: March 1, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ DARA A. BAZZANO
Dara A. Bazzano
Chief Accounting Officer (Principal Accounting
Officer)
/s/ BRANDON B. BOZE
Brandon B. Boze
/s/ BETH F. COBERT
Beth F. Cobert
/s/ CURTIS F. FEENY
Curtis F. Feeny
/s/ REGINALD H. GILYARD
Reginald H. Gilyard
Chair of the Board
Director
Director
Director
/s/ JAMES R. GROCH
James R. Groch
Chief Financial Officer (Principal Financial
Officer)
/s/ CHRISTOPHER T. JENNY
Christopher T. Jenny
/s/ GERARDO I. LOPEZ
Gerardo I. Lopez
/s/ PAULA R. REYNOLDS
Paula R. Reynolds
Director
Director
Director
/s/ ROBERT E. SULENTIC
Robert E. Sulentic
Director and President and Chief Executive
Officer (Principal Executive Officer)
/s/ LAURA D. TYSON
Laura D. Tyson
/s/ RAY WIRTA
Ray Wirta
/s/ SANJIV YAJNIK
Sanjiv Yajnik
Director
Director
Director
Date
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
March 1, 2019
130
SUBSIDIARIES OF CBRE GROUP, INC.
At December 31, 2018
EXHIBIT 21
The following is a list of subsidiaries of the company as of December 31, 2018, omitting subsidiaries which,
considered in the aggregate as if they were a single subsidiary, would not constitute a significant subsidiary.
NAME
State (or Country)
of Incorporation
CBRE Services, Inc. ........................................................................................................................
CB/TCC, LLC..................................................................................................................................
CBRE, Inc. .......................................................................................................................................
CBRE Partner, Inc. ..........................................................................................................................
CBRE Capital Markets, Inc. ............................................................................................................
CB/TCC Global Holdings Limited ..................................................................................................
CBRE Holdings Limited..................................................................................................................
CBRE Limited .................................................................................................................................
CBRE Finance Europe LLP.............................................................................................................
CBRE Global Holdings SARL ........................................................................................................
CBRE Luxembourg Holdings SARL ..............................................................................................
CBRE Global Acquisition Company SARL....................................................................................
Relam Amsterdam Holdings............................................................................................................
CBRE Limited Partnership ..............................................................................................................
Delaware
Delaware
Delaware
Delaware
Texas
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Luxembourg
Luxembourg
Luxembourg
The Netherlands
Jersey
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EXHIBIT 23.1
The Board of Directors
CBRE Group, Inc.:
We consent to the incorporation by reference in the registration statements (Nos. 333-116398, 333-119362, 333-
161744, 333-181235 and 333-218113) on Form S-8 and No. 333-222163 on Form S-3 of CBRE Group, Inc. of our
report dated March 1, 2019, with respect to the consolidated balance sheets of CBRE Group, Inc. and subsidiaries as
of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income, cash
flows and equity for each of the years in the three-year period ended December 31, 2018, and the related notes and
financial statement schedule II, and the effectiveness of internal control over financial reporting as of December 31,
2018, which report appears in the December 31, 2018 annual report on Form 10-K of CBRE Group, Inc. Our report
dated March 1, 2019, on the effectiveness of internal control over financial reporting as of December 31, 2018,
contains an explanatory paragraph that states our audit of internal control over financial reporting of CBRE Group,
Inc. excluded an evaluation of FacilitySource (the Acquired Business) as management excluded the Acquired
Business from its assessment of the effectiveness of CBRE Group, Inc.’s internal control over financial reporting as
of December 31, 2018. Additionally, our report refers to a change in method of accounting for revenue from
contracts with customers due to the adoption of Accounting Standards Codification Topic 606, Revenue from
Contracts with Customers.
/s/ KPMG LLP
Los Angeles, California
March 1, 2019
I, Robert E. Sulentic, certify that:
CERTIFICATIONS
EXHIBIT 31.1
1)
2)
3)
4)
I have reviewed this annual report on Form 10-K of CBRE Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5)
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: March 1, 2019
/s/ ROBERT E. SULENTIC
Robert E. Sulentic
President and Chief Executive Officer
I, James R. Groch, certify that:
CERTIFICATIONS
EXHIBIT 31.2
1)
2)
3)
4)
I have reviewed this annual report on Form 10-K of CBRE Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5)
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: March 1, 2019
/s/ JAMES R. GROCH
James R. Groch
Chief Financial Officer
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
EXHIBIT 32
The undersigned, Robert E. Sulentic, Chief Executive Officer, and James R. Groch, Chief Financial Officer of
CBRE Group, Inc. (the “Company”), hereby certify as of the date hereof, solely for the purposes of 18 U.S.C.
§1350, that:
(i)
(ii)
the Annual Report on Form 10-K for the period ended December 31, 2018, of the Company (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company at the dates and for the periods indicated.
Dated: March 1, 2019
/s/ ROBERT E. SULENTIC
Robert E. Sulentic
President and Chief Executive Officer
/s/ JAMES R. GROCH
James R. Groch
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed
as part of the Report or as a separate disclosure document.
[THIS PAGE INTENTIONALLY LEFT BLANK]
ANNEX A to 2018 ANNUAL REPORT
RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES
A reconciliation of net income attributable to CBRE Group, Inc. computed in accordance with U.S. GAAP to diluted income
per share attributable to CBRE Group, Inc. shareholders, as adjusted (as used in our CEO message at the beginning of this
Annual Report, “Adjusted earnings”) is set forth below (dollars in thousands, except share amounts):
Net income attributable to CBRE Group, Inc.
Plus / minus:
Non-cash depreciation and amortization expense related to certain assets
attributable to acquisitions
Costs associated with our reorganization, including cost-savings initiatives
Integration and other costs related to acquisitions
Carried interest incentive compensation reversal to align with the timing of
associated revenue
One-time gain associated with remeasuring an investment in an unconsolidated
subsidiary to fair value as of the date the remaining controlling interest was
acquired
Write-off of financing costs on extinguished debt
Costs incurred in connection with litigation settlement
Tax impact of adjusted items
Impact of U.S. tax reform
Net income attributable to CBRE Group, Inc. shareholders, as adjusted
Diluted income per share attributable to CBRE Group, Inc. shareholders, as adjusted
Year Ended December 31,
2018
2017
$
1,063,219
(As Adjusted) (1)
697,109
$
113,150
37,925
9,124
112,945
—
27,351
(5,261)
(8,518)
(100,420)
27,982
8,868
(44,205)
13,368
$
$
1,123,750
3.28
$
$
—
—
—
(42,128)
143,359
930,118
2.73
Weighted average shares outstanding for diluted income per share
343,122,741
340,783,556
A reconciliation of net income attributable to CBRE Group, Inc. computed in accordance with U.S. GAAP to EBITDA, as
adjusted (as used in our CEO Message at the beginning of this Annual Report, “Adjusted EBITDA”) is set forth below
(dollars in thousands):
Net income attributable to CBRE Group, Inc.
Add:
Depreciation and amortization
Interest expense
Write-off of financing costs on extinguished debt
Provision for income taxes
Less:
Interest income
EBITDA
Adjustments:
Costs associated with our reorganization, including cost-savings initiatives
Integration and other costs related to acquisitions
Carried interest incentive compensation reversal to align with the timing of
associated revenue
One-time gain associated with remeasuring an investment in an unconsolidated
subsidiary to fair value as of the date the remaining controlling interest was
acquired
Costs incurred in connection with litigation settlement
Year Ended December 31,
2017
2018
$
1,063,219
(As Adjusted) (1)
697,109
$
451,988
107,270
27,982
313,058
406,114
136,814
—
467,757
8,585
9,853
1,954,932
1,697,941
37,925
9,124
(5,261)
(100,420)
8,868
—
27,351
(8,518)
—
—
Adjusted EBITDA
$
1,905,168
$ 1,716,774
(1) We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 financial
statements to conform with the 2018 presentation.