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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, 2019

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______________ to _______________

Commission File Number 001-32205

CBRE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware94-3391143
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
400 South Hope Street, 25th Floor Los Angeles, California90071
(Address of principal executive offices)(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share“CBRE”New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

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 ☐ No ☒

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 ☒ No ☐

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 ☒ No ☐.

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 ☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐Emerging growth company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 28, 2019, the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was $17.3 billion based upon the last sales price on June 28, 2019 on the New York Stock Exchange of $51.30 for the registrant’s Class A Common Stock.

As of February 14, 2020, the number of shares of Class A Common Stock outstanding was 334,790,842.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant’s 2020 Annual Meeting of Stockholders to be held May 14, 2020 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

Page
PART I
Item 1.Business1
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments22
Item 2.Properties23
Item 3.Legal Proceedings23
Item 4.Mine Safety Disclosures23
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities24
Item 6.Selected Financial Data27
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29
Item 7A.Quantitative and Qualitative Disclosures About Market Risk49
Item 8.Financial Statements and Supplementary Data51
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure118
Item 9A.Controls and Procedures118
Item 9B.Other Information120
PART III
Item 10.Directors, Executive Officers and Corporate Governance121
Item 11.Executive Compensation121
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters121
Item 13.Certain Relationships and Related Transactions, and Director Independence121
Item 14.Principal Accounting Fees and Services121
PART IV
Item 15.Exhibits, Financial Statement Schedules121
Item 16.Form 10-K Summary121
Schedule II – Valuation and Qualifying Accounts122
SIGNATURES128

PART I

Next: Item 1. Business.