CBRE Group (CBRE) 10-K risk factor changes: FY2020 vs FY2019

Set forth below and elsewhere in this [removed: report] [added: Annual 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 [removed: report] [added: Annual Report] and other public statements we make.

Additional risks and uncertainties not presently known to us or that we currently believe to be [removed: immaterial (but] [added: immaterial, but] that [added: could] later become [removed: material)] [added: material,] may also adversely affect our business.

[removed: Risks] [added: Risks] Related to our Business [removed: Environment][added: Environment]

[removed: Our] [added: Our] performance is significantly related to general economic, political and regulatory conditions and, accordingly, our business, operations and financial condition could be [added: materially] adversely affected by economic slowdowns, liquidity constraints, significant public health events, [removed: such as pandemics,] fiscal or political uncertainty and possible subsequent downturns in commercial real estate asset values, property sales and leasing activities in the geographies or industry sectors that we or our clients [removed: serve.][added: serve.]

Periods of economic weakness or recession, [removed: 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 [added: materially and] negatively affect the performance of some or all of our business lines.

[removed: Our business is significantly affected by generally prevailing economic conditions in] [added: The continued spread of] the [removed: markets where we operate, which can] [added: Covid-19 pandemic may cause further economic weakness and may] result in a [removed: 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 [removed: reduces] [added: may reduce our] revenue from property [removed: management fees and] commissions derived from property [removed: sales,] leasing, [added: sales,] valuation and financing, as well as [removed: revenues] [added: property management fees and other fees and revenues, equity earnings and gains on asset sales] associated with development or investment management activities.

Fees within our property management business are generally based on a percentage of rent collections, making them sensitive to [removed: macro-economic] [added: macroeconomic] conditions that negatively impact rent collections and the performance of the properties we manage.

[removed: Adverse] [added: Adverse] developments in the credit markets may [added: materially] harm our business, results of operations and financial [removed: condition.][added: condition.]

Disruptions in the credit markets may [removed: adversely affect] [added: have a material adverse effect on] our business of providing advisory services to owners, investors and occupiers of real estate in connection with the leasing, disposition and acquisition of property.

We conduct a significant portion of our business and employ a substantial number of people outside of the [removed: United States and] [added: U.S. and,] as a result, we are subject to risks associated with doing business globally.

Fluctuations in foreign currency exchange rates may result in corresponding fluctuations in revenue and earnings as well as the assets under management for our investment management [removed: business.][added: business, which could have a material adverse effect on our business, financial condition and operating results.]

In addition, [removed: we are exposed to] international economic trends, foreign governmental policy actions and the following factors [removed: that] may [removed: adversely affect] [added: have a material adverse effect on] the performance of our business:

[removed: | | • |] [added: -] difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures; [removed: |]

[removed: | | • |] [added: -] currency restrictions, transfer-pricing regulations and adverse tax consequences, which may affect our ability to transfer capital and profits; [removed: |]

[removed: | | • |] [added: -] 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; [removed: |]

[removed: | | • |] [added: -] responsibility for 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; [removed: |]

[removed: | | • |] [added: -] the impact of regional or country-specific business cycles and economic instability, including those related to public health or safety events; [removed: |]

[removed: | | • |] [added: -] greater difficulty in collecting accounts receivable [added: or delays] in [added: client payments in] some geographic [removed: regions, such as Asia; |][added: regions;]

[removed: | | • |] [added: -] foreign ownership restrictions in certain countries, particularly in Asia Pacific and the Middle East, or the risk that such restrictions will be adopted in the future; and [removed: |]

[removed: | | • |] [added: -] 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 [removed: or due to trends such] as [removed: political populism and economic nationalism. |][added: well as other geopolitical risks.]

However, coordinating our activities to deal with the broad range of complex legal and regulatory [removed: 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 [removed: civil sanctions, including] material [removed: monetary fines, penalties, equitable remedies (including disgorgement),] [added: civil sanctions] and other costs against us or our employees, and may have a material adverse effect on our reputation and business.

[removed: Risks] [added: Risks] Related to Our [removed: Operations][added: Operations]

[removed: We] [added: 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 [removed: competition.][added: competition.]

Although we are the largest commercial real estate services firm in the world in terms of [removed: 2019] [added: 2020] revenue, our relative competitive position varies significantly across geographies, property types and services and business lines.

[removed: Our] [added: Our] growth and financial performance have benefited significantly from acquisitions, which may not perform as expected and similar opportunities may not be available in the [removed: future.][added: future.]

We may incur significant additional debt from time to time to finance any such acquisitions, [removed: subject to the restrictions contained in] [added: which could increase] the [added: risks associated with our leverage, including our ability to service our debt.]

[removed: If we incur] [added: We have limited restrictions on the amount of] additional [removed: debt,] [added: recourse debt we are able to incur, which may intensify] the risks associated with our leverage, including our ability to service our [removed: then-existing debt, would increase.][added: indebtedness.]

The integration process itself may [added: be costly and may] adversely impact our business and the acquired company’s business as it requires coordination of geographically diverse organizations and implementation of [removed: new] accounting and information technology systems.

[removed: Achieving] [added: We complete acquisitions with] the [added: expectation that they will result in various benefits, but the] anticipated benefits of these acquisitions [removed: is] [added: are] subject to a number of uncertainties, including the [removed: realization of] [added: ability to timely realize] accretive [removed: benefits in] [added: benefits,] the [removed: timeframe anticipated, whether we will experience greater-than-expected] [added: level of] attrition from professionals licensed or associated with the acquired companies and whether we can successfully integrate the acquired business.

[removed: Our] [added: Our] success depends upon the retention of our senior management, as well as our ability to attract and retain qualified and experienced [removed: employees.][added: employees.]

Our continued success is highly dependent upon the efforts of our executive officers and other key employees, [removed: including Robert E.][added: While certain of our executive officers and key employees are subject to long-term compensatory arrangements, there can be no assurance that we will be able to retain all key members of our senior management.]

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 [added: materially] suffer.

If we are unable to attract and retain these qualified personnel, our growth may be [removed: limited] [added: limited,] and our business and operating results could [added: materially] suffer.

[removed: If] [added: If] we are unable to manage the organizational challenges associated with our [removed: size,] [added: global operations,] we might be unable to achieve our business [removed: objectives.][added: objectives.]

Our [removed: size and scale] [added: global operations] present significant management and organizational challenges.

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 [removed: goals, particularly given our world-wide operations.][added: goals.]

The size [removed: and scope] of our [removed: operations increase] [added: employee base increases] the possibility that we will have [removed: employees] [added: individuals] who engage in unlawful or fraudulent activity, or otherwise expose us to business and reputational risks.

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 [added: to compete successfully and achieve our business objectives could be impaired.]

If we do not successfully implement any such changes, our business and results of operation may be negatively [added: and materially] impacted.

Our business is significantly affected by generally prevailing economic conditions in the markets where we operate.

Adverse economic conditions, political or regulatory uncertainty and significant public health events can result in declines in real estate sale and leasing volumes and the value of commercial real estate.

It may also lead to a decrease in funds invested in commercial real estate assets and development projects.

Such developments in turn may reduce our 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.

For example, during 2020, commercial real estate markets globally were severely impacted by a sharp decline in economic activity due to the spread of Covid-19, which put downward pressure on certain parts of our business.

See “The Covid-19 pandemic could have a material adverse effect on our business, results of operations, cash flows and financial condition” below for additional risks related to the Covid-19 pandemic.

For example, in 2020, uncertainty over the long-term economic and trade relationship between the U.K and European Union adversely impacted sales and leasing activity in the U.K. and may continue to adversely impact our business due to market and currency volatility and reduced economic activity.

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During the year ended December 31, 2020, approximately 44% of our revenue was transacted in foreign currencies.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

environments in which we operate presents significant challenges.

The Covid-19 pandemic could have a material adverse effect on our business, results of operations, cash flows and financial condition.

The Covid-19 pandemic has created significant economic and societal disruption, which has adversely affected our business operations, and may materially and adversely affect our results of operations, cash flows and financial condition.

In 2020, the Covid-19 pandemic resulted in a decline in real estate sales, financing, construction and leasing activity, adversely impacting deal volume in our property sales and leasing activity in our Advisory Services segment.

We expect this impact to continue in 2021.

It may also result in losses due to our participation in the Government Sponsored Enterprise lending programs, which require us to satisfy certain forbearance and loss sharing/repurchase obligations.

Furthermore, our investment management, development services and capital markets (including property sales and mortgage and structured financing services) businesses are sensitive to credit costs and availability, as well as financial liquidity, and dislocations in the capital markets related to the Covid-19 pandemic may adversely impact the performance of these businesses.

In addition, if office workers continue to work from home after the Covid-19 crisis has passed, it may alter the demand for office space, particularly in major urban areas, which may in turn lead to a decline in other sectors of commercial real estate such as multi-family and retail.

In 2020, we transitioned a significant subset of our employee population to remote work environments to help mitigate the public health risk and comply with government directives, most of whom continue to work remotely.

These arrangements increase our reliance on technology and may exacerbate certain risks to our business, including those relating to the security and effectiveness of our information and technology networks.

While we have undertaken measures that we believe to be best practices to safeguard CBRE operations and business continuity, there can be no assurance that these measures will be successful in every instance.

In addition, certain of our employees and independent contractors, in particular in our Global Workplace Solutions segment, have been deemed to be “essential workers” and are unable to work remotely.

As a result, they may be exposed to Covid-19 in their workplaces.

If one of more of our employees, independent contractors, clients or others at our worksites becomes ill from Covid-19 and attributes their exposure to such illness to us or one of our worksites, we could be subject to allegations of failure to adequately mitigate the risk of such exposure.

Such allegations could harm our reputation and expose us to the risks of litigation and liability.

The extent to which the Covid-19 pandemic impacts our business, results of operations, cash flows and financial condition will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and other actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; the effect on our clients and client demand for our services; the health of and the effect on our workforce and our ability to meet staffing needs, particularly if members of our workforce are quarantined as a result of exposure; the ability of our clients to pay for our services; the acceleration of secular changes in the use of certain commercial real estate; and any closures of our or our clients’ offices and

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

facilities.

In addition, if the pandemic continues to create disruptions in the credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted.

This situation continues to change rapidly and additional impacts may arise that we are not aware of currently.

To the extent the Covid-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described elsewhere in this Annual Report.

As an approved seller/servicer for the Government Sponsored Enterprises, we are required to originate and service loans in accordance with their individual program requirements, including participation in loss sharing and repurchase arrangements.

Our obligations under these programs may materially and adversely impact our results of operations, cash flows and financial condition.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in the U.S. in response to the Covid-19 pandemic.

The CARES Act, among other things, permits borrowers with government-backed mortgages from GSEs who are experiencing a financial hardship to obtain forbearance of their loans, which may materially increase our exposure under such programs.

For Fannie Mae loans that we service, we are obligated to advance scheduled principal and interest payments to Fannie Mae, regardless of whether the borrowers actually make the payments.

These advances are reimbursable by Fannie Mae after 120 days, but require an immediate capital outlay.

Further, with respect to Fannie Mae loans, if the loan goes into foreclosure or is restructured, we have an obligation to share in up to one-third of any losses.

For the Freddie Mac Small Balance Lending (SBL) program, we could potentially be obligated to repurchase any loan that remains in default for 120 days following the forbearance period, if the default occurred during the first 12 months after origination and such loan had not been earlier securitized.

In addition, we may be responsible for a loss not to exceed 10% of the original principal amount of any SBL loan that is not securitized and goes into default after the 12-month repurchase period.

| --- | --- |

For example, in 2019, continued uncertainty throughout the year about the date and the terms on which the United Kingdom would leave the European Union led to lower lease and sales volumes.

Following the United Kingdom’s exit from the European Union on January 31, 2020, ongoing uncertainty over the country’s long-term economic and trade relationship with the European Union may continue to cause market volatility and currency fluctuations and adversely impact business and consumer confidence or the economy in general, which may adversely affect business in the United Kingdom and other European businesses.

These uncertainties and any perception of weakness in the British economy could not only impact the performance of commercial real estate assets located in the United Kingdom, but access to funds from investors located in the United Kingdom.

Adverse economic conditions or political or regulatory uncertainty or significant public health events, such as pandemics, could also lead to a decline in leasing volume, property sales prices, funds invested in commercial real estate assets or planned development activity, which in turn could reduce the commissions and fees we earn.

During 2019, our Asia Pacific business experienced declines in leasing activity amid rising geopolitical and trade uncertainty and slowing regional economies.

Furthermore, in December 2019, a strain of coronavirus was reported to have surfaced in Wuhan, China, resulting in decreased economic activity in China and concerns about a potential pandemic, which would adversely affect the broader global economy.

At this point, the extent to which this coronavirus may impact the global economy and our results is uncertain, but pandemics or other significant public health events, or the perception that such events may occur, could have a material adverse effect on our business.

During 2019, approximately 42% 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.

Over time, fluctuations in the value of the U.S. dollar relative to the other currencies in which we generate earnings could adversely affect our business, financial condition and operating results.

| --- | --- | --- |

| | • | a tendency for clients to delay payments in some European and Asian countries; |

| | • | political and economic instability in certain countries; |

documents governing our then-existing indebtedness.

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.

Sulentic, our President and Chief Executive Officer.

While certain of our executive officers and key employees are subject to long-term compensatory arrangements, which often 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.

to compete successfully and achieve our business objectives could be impaired.

The failure to provide these contributions could have adverse consequences to

decrease in our loan origination and servicing revenue and could have a significant impact on our loan origination and servicing business.

Our status as an approved seller/servicer may be terminated by the applicable GSE at any time for cause.

Our investments in our flexible workspace offering, Hana, may prove to be unsuccessful.

While we have taken a measured approach regarding our investment into our flexible workspace offering, Hana, there is a possibility that these investments will prove to be unsuccessful.

Given our measured approach, we believe the impact to our overall business would not be material at this time, but we expect to continue opening new Hana locations during the course of 2020.

As this product offering expands, the potential impact to our overall financial condition will increase.

Should these locations be unsuccessful, we may not earn a positive return on the capital invested and we may incur future operating losses associated with the cost of operating leases required for this business.

On this basis, our coverage ratio of consolidated EBITDA to consolidated interest expense was 22.62x for the year ended December 31, 2019, and our leverage ratio of total debt less available cash to consolidated EBITDA was 0.44x as of December 31, 2019.

In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

The Alternative Reference Rates Committee, or ARRC, has proposed that the Secured Overnight Financing Rate, or 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.

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.

Establishing a replacement rate for LIBOR in this manner may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on our debt if LIBOR was available in its current form.

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.

technologies from being realized according to anticipated schedules.

Our information technology and communications systems are

We could be subject to

The global economic crisis resulted in increased government and legislative activity and we expect that we will continue to see the introduction of new legislation and additional changes to rules and regulations in the future.

Management concluded that during 2019, as GWS EMEA increased in complexity and grew in both size and scale, management did not prioritize an appropriate level of oversight, a sufficient number of capable resources or training for control preparers and reviewers to address internal controls over financial reporting.

We are committed to remediating the GWS EMEA material weaknesses in a timely manner and have begun the process of executing remediation plans.

These measures will result in additional administrative expenses related to enhanced training and hiring of additional personnel.

[removed: Overview][added: Overview]

We are the world’s largest commercial real estate services and investment firm, based on [removed: 2019] [added: 2020] revenue, with leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses.

Our business is focused on providing services to real estate [removed: occupiers] [added: investors] and [removed: investors.][added: occupiers.]

For investors, we provide capital markets (property sales, mortgage origination, sales and servicing), [added: property] leasing, investment management, property management, valuation and development services, among others.

In [removed: 2019,] [added: 2020,] 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 [removed: 2019] [added: 2020] we were ranked [removed: #146] [added: #128] on the *Fortune* 500.

We have been voted the most recognized commercial real estate brand in the Lipsey Company survey for [removed: 19] [added: 20] years in a row (including [removed: 2020).][added: 2021).]

We have also been rated a World’s Most Ethical Company by the Ethisphere Institute for [removed: seven] [added: eight] consecutive years (including [removed: 2020),] [added: 2021),] and are included in [added: both] the Dow Jones World Sustainability Index and the Bloomberg [removed: Gender Equality Index.][added: Gender-Equality Index for two years in a row.]

[removed: Critical] [added: Critical] Accounting [removed: Policies][added: Policies]

Our consolidated financial statements have been prepared in accordance with [removed: accounting principles generally accepted in the United States, or] GAAP, which require us to make estimates and assumptions that affect reported amounts.

[removed: Revenue Recognition][added: Revenue Recognition]

To recognize revenue in a transaction with a customer, we evaluate the five steps of the Accounting Standards Codification [added: (ASC)] 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.

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 [added: associated fees on either a gross or net basis.]

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 [removed: Report on Form 10-K, or this Annual] Report.

[removed: Goodwill] [added: Goodwill] and Other Intangible [removed: Assets][added: Assets]

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 [removed: the] [added: Financial Accounting Standards Board (FASB) ASC Topic 350,] “*Intangibles – Goodwill and Other*” [removed: Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC,] (Topic 350).

[removed: Income Taxes][added: Income Taxes]

While we believe the resulting tax balances as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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.

[removed: New] [added: New] Accounting [removed: Pronouncements][added: Pronouncements]

[removed: Seasonality][added: Seasonality]

[removed: A] [added: In a typical year, 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 [removed: tend] [added: have tended] to be lowest in the first [removed: quarter,] [added: quarter] and highest in the fourth quarter of each year.

[removed: Inflation][added: Inflation]

[removed: Items] [added: Items] Affecting [removed: Comparability][added: 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 [added: (particularly those caused or exacerbated by Covid-19)] that have affected our financial condition and results of operations that make it challenging to predict our future performance based on our historical results.

These [removed: include:] [added: include] overall economic activity and employment [removed: growth;] [added: growth, with specific sensitivity to growth in office-based employment;] interest rate levels and changes in interest rates; the cost and availability of credit; and the impact of tax and regulatory policies.

As a result, the negative [removed: effect of difficult market conditions] [added: effects] on our operating margins [added: of difficult market conditions, such as we are currently experiencing with the Covid-19 pandemic,] is partially mitigated by the inherent variability of our compensation cost structure.

Additionally, our contractual [removed: revenues have continued to increase] [added: revenue has increased] primarily as a result of growth in our outsourcing business, and we believe this contractual revenue should help offset the negative impacts that macroeconomic deterioration could have on other parts of our business.

[removed: Commercial] [added: From 2010 to early 2020, commercial] real estate markets [removed: in the United States have] [added: had] generally been [removed: marked] [added: characterized] by increased demand for space, falling [removed: vacancies and] [added: vacancies,] higher rents [removed: since 2010.][added: and strong capital flows, leading to solid property sales and leasing activity.]

The [added: future] performance of our global real estate services and investment businesses depends on [added: a recovery of global market conditions, including restored business and consumer confidence,] sustained economic [removed: growth and] [added: growth,] solid [added: and consistent] job [removed: creation; stable] [added: creation, stable, functioning] global credit [removed: markets; and positive business] [added: markets] and [removed: investor sentiment.][added: a receding of the Covid-19 pandemic.]

[removed: Effects] [added: Effects] of [removed: Acquisitions][added: Acquisitions]

We [removed: historically] have [added: historically] made significant use of strategic acquisitions to add and enhance service [removed: competencies] [added: capabilities] around the world.

[removed: A] [added: Most recently, we acquired Telford Homes Plc (Telford), a] leading developer of multifamily residential properties in the London area, [removed: Telford is reported] in [removed: our Real Estate Investments segment.][added: October 2019.]

[removed: FacilitySource, which is reported in our Global Workplace Solutions segment, was] [added: In June 2018, we] acquired [added: FacilitySource Holdings, LLC (FacilitySource)] to help us build a tech-enabled supply chain capability for the occupier outsourcing industry, which would drive meaningfully differentiated outcomes for leading occupiers of real estate.

The companies we acquired have generally been regional or specialty firms that complement our existing platform, or independent [removed: affiliates in] [added: affiliates,] which, in some cases, we held a small equity interest.

[removed: In early] [added: During] 2020, we [removed: acquired] [added: completed six in-fill acquisitions:] leading local facilities management firms in Spain and [removed: Italy and] [added: Italy,] a U.S. firm that helps companies reduce telecommunications [removed: costs.][added: costs, a technology-focused project management firm based in Florida, a firm specializing in performing real estate valuations in South Korea, and a facilities management and technical maintenance firm in Australia.]

During 2019, [added: in addition to the Telford strategic acquisition,] we completed eight in-fill acquisitions: a leading advanced analytics software company based in the [removed: United Kingdom,] [added: U.K.,] a commercial and residential real estate appraisal firm [removed: headquartered] in Florida, our former affiliate in Omaha, a project management firm in Australia, a valuation and consulting business in Switzerland, a leading project management firm in Israel, a full-service real estate firm in San Antonio with a focus on retail, office, medical office and land, and a debt-focused real estate investment management business in the [removed: United Kingdom.][added: U.K.]

Our acquisition [removed: agreements] [added: structures] often [removed: require us to pay] [added: include] deferred and/or contingent purchase [removed: price payments,] [added: consideration in future periods that are] subject to the [removed: acquired company achieving certain performance metrics, and/or the] passage of time [removed: as well as] [added: or achievement of certain performance metrics and] other conditions.

As of December 31, [removed: 2019,] [added: 2020,] we have accrued deferred [added: purchase] consideration totaling [removed: $111.7] [added: $82.5] million, which is included in [removed: accounts] [added: “Accounts] payable and accrued [removed: expenses] [added: expenses”] and in [removed: other] [added: “Other] long-term [removed: liabilities] [added: liabilities”] in the accompanying consolidated balance sheets set forth in Item 8 of this Annual Report.

[removed: International Operations][added: International Operations]

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report.

Discussion regarding our financial condition and results of operations for the year ended December 31, 2018 and comparisons between the years ended December 31, 2019 and 2018 is included in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s [Annual Report](https://www.sec.gov/Archives/edgar/data/1138118/000156459020008056/cbre-10k_20191231.htm) filed with the SEC on March 2, 2020.

As of December 31, 2020, the company has more than 100,000 employees (excluding affiliates) serving clients in more than 100 countries.

In 2020, CBRE sponsored a SPAC, CBRE Acquisition Holdings, which has the sole purpose of acquiring a privately held company with significant growth potential and to create value by supporting the company in the public markets.

The company that it acquires is expected to operate in an industry that will benefit from the experience, expertise and operating skills of CBRE.

CBRE Acquisition Holdings trades on the NYSE under the symbols “CBAH,” “CBAH.U,” and “CBAH.W.”

Our revenue mix has shifted toward more stable revenue sources, particularly occupier outsourcing, and our dependence on highly cyclical property sales and lease transaction revenue has declined markedly over the past decade.

We believe we are well-positioned to capture a substantial and growing share of market opportunities at a time when investors and occupiers increasingly prefer to purchase integrated, account-based services on a national and global basis.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

On March 18, 2020, the Families First Coronavirus Response Act (FFCR Act), and on March 27, 2020, the CARES Act were each enacted in response to the Covid-19 pandemic.

The FFCR Act and the CARES Act contain numerous tax provisions, such as net operating loss carry-back periods, alternative minimum tax credit refunds, deferral of employer payroll taxes deferring payroll tax payments, establishing a credit for the retention of certain employees, relaxing limitations on the deductibility of interest, and updating the definition of qualified improvement property.

This legislation currently has no material impact to income tax expense on the company’s financial statements.

The severe and ongoing impact of the Covid-19 pandemic may cause seasonality to deviate from historical patterns.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

In addition, when negative economic conditions have been particularly severe, like during the current Covid-19 pandemic, we have moved decisively to lower operating expenses to improve financial performance, and then have restored certain expenses as economic conditions improved.

This healthy backdrop changed abruptly in the first quarter of 2020 with the emergence of the Covid-19 pandemic and resultant sharp contraction of economic activity across much of the world.

Since then, there has been a severe impact on commercial real estate markets, as many property owners and occupiers have put transactions on hold and withdrawn existing mandates, sharply reducing sales and leasing volumes.

We expect to see the highly challenging operating environment continue, as Covid-19 caseloads remain elevated across our major markets, business travel and face-to-face business dealings are limited and the overwhelming majority of workers remain out of their offices.

The recovery of real estate markets around the world remain uncertain as of the date of this report.

Covid-19 is putting downward pressure on parts of our business and creating larger opportunities in other parts.

The severe economic effects of the pandemic continued to weigh most heavily on higher-margin property lease and sales revenue in the Advisory Services segment.

However, global industrial leasing revenue, fueled by e-commerce, grew strongly during the fourth quarter, reflecting the resiliency of this asset type.

Also, during the fourth quarter, we saw improvement in sales activity in the U.S. and certain North Asia markets, but transaction volumes there and elsewhere in the world remain well below pre-pandemic levels.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

Telford, which is reported in our Real Estate Investments segment, expanded our real estate development business outside the U.S. for the first time.

FacilitySource results are reflected in our Global Workplace Solutions segment.

In early 2021, we acquired a construction and project management firm based in Southern California.

We conduct a significant portion of our business and employ a substantial number of people outside of the U.S. and, as a result, we are subject to risks associated with doing business globally.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

We are closely monitoring the impact of the Covid-19 pandemic on business conditions across all regions worldwide.

Covid-19 has significantly impacted our operations and has the potential to further constrain our business activity.

See “The Covid-19 pandemic could have a material adverse effect on our business, results of operations, cash flows and financial condition” in Part I, Item 1A.

“Risk Factors” for additional risks related to the Covid-19 pandemic.

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, we are continuing to monitor the trade and economic effects of the U.K.’s withdrawal from the European Union (Brexit), particularly its impact on sales and office and retail leasing activity in the U.K. Any currency volatility associated with the Covid-19 pandemic, Brexit or other economic dislocations could impact our results of operations.

During the year ended December 31, 2020, approximately 44% of our revenue was transacted in foreign currencies.

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As of December 31, 2019, we operated in more than 530 offices worldwide and have more than 100,000 employees, excluding independent affiliates.

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 substantial share of growing market opportunities.

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.

associated fees on either a gross or net basis.

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.

In 2019, U.S. sales market activity improved from 2018 levels, as significant capital continued to be targeted at commercial real estate and relatively low-cost financing remained plentiful.

The market for commercial real estate leasing was solid in 2019, though leasing market volumes weakened somewhat in the latter stages of the year.

In Europe, leasing activity was relatively stable in 2019; sales market volumes were soft for much of the year, but rebounded strongly in the fourth quarter.

The United Kingdom’s economy and property market were generally solid from the June 2016 referendum to leave the European Union through 2018.

However, in 2019, continued uncertainty throughout the year about the date and the terms on which the United Kingdom would leave the European Union led to lower lease and sales volumes.

The December 2019 United Kingdom general election and exit from the European Union on January 31, 2020 brought some clarity and a return of investor confidence, but uncertainty remains over the United Kingdom’s long-term economic and trade relationship with the European Union.

In Asia Pacific, leasing activity declined significantly in 2019 amid rising geopolitical uncertainty and slowing regional economies.

However, investment activity was more resilient, declining only modestly from 2018 levels.

Asia Pacific investors continue to be a significant source of real estate investment capital in the region and globally.

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 public real estate equity funds and programs have been pressured by a shift in investor preferences from active to passive portfolio strategies.

On October 1, 2019, we acquired Telford Homes Plc (Telford) to expand our real estate development business outside the United States (Telford Acquisition).

Telford was acquired for £267.1 million, or $328.5 million along with the assumption of $110.7 million (£90.0 million) of debt and the acquisition of cash from Telford of $7.9 million (£6.4 million).

The Telford Acquisition was funded with borrowings under our revolving credit facility.

On June 12, 2018, we acquired FacilitySource through a stock purchase and merger agreement with its stockholders, including FacilitySource Holdings, LLC, WP X Finance, LP and Warburg Pincus X Partners, LP (FacilitySource Acquisition).

The net purchase price was approximately $266.5 million in cash, with $263.0 million paid in 2018 and $3.5 million paid in 2019.

We financed the transaction with a combination of cash on hand and borrowings under our revolving credit facility.

During 2018, we completed six in-fill acquisitions, the largest of which was the purchase of the remaining 50% equity interest in our longstanding New England joint venture.

We also 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, and a provider of real estate and facilities consulting services to healthcare companies across the United States.

We continue to monitor developments related to the United Kingdom’s withdrawal from the European Union and the uncertainty of the long-term economic and trade relationship between the United Kingdom and European Union.

The continued uncertainty has the potential to impact our businesses in the United Kingdom and the rest of Europe, particularly sales and leasing activity in the United Kingdom.

In addition, any associated currency volatility could impact our results of operations.

We are also monitoring the impact of a coronavirus that emerged in Wuhan, China in December 2019 on business conditions and operations in China and other regions in which we operate.

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.

During the year ended December 31, 2019, approximately 42% 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.

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| | | 2019 | | | | | | | | 2018 | | | | | | | | 2017 | | | | | | |

| euro | | | 2,492,952 | | | | 10.4 | % | | | 2,329,832 | | | | 10.9 | % | | | 1,740,764 | | | | 9.3 | % |

| Australian dollar | | | 453,847 | | | | 1.9 | % | | | 482,749 | | | | 2.3 | % | | | 467,623 | | | | 2.5 | % |

| Chinese yuan | | | 349,762 | | | | 1.5 | % | | | 303,600 | | | | 1.4 | % | | | 244,717 | | | | 1.3 | % |

| Singapore dollar | | | 300,116 | | | | 1.3 | % | | | 268,193 | | | | 1.3 | % | | | 256,319 | | | | 1.4 | % |

| Brazilian real | | | 197,981 | | | | 0.8 | % | | | 174,728 | | | | 0.8 | % | | | 198,270 | | | | 1.1 | % |

We apply [removed: the] [added: FASB ASC (Topic 815),] “*Derivatives and [removed: Hedging*” Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) (Topic 815)] [added: Hedging,*”] when accounting for derivative financial instruments.

These fluctuations may impact the value of our cash receipts and payments in terms of our functional (reporting) currency, which is [added: the] U.S. [removed: dollars.][added: dollar.]

[removed: Interest Rates][added: *Interest Rates*]

As of December 31, [removed: 2019,] [added: 2020,] we do not have any outstanding interest rate swap agreements.

The estimated fair value of our senior term loans was approximately [removed: $745.5] [added: $772.2] million at December 31, [removed: 2019.][added: 2020.]

Based on dealers’ quotes, the estimated fair [removed: values] [added: value] of our 4.875% senior notes [removed: and 5.25% senior notes were $670.7] [added: was $702.5] million [removed: and $478.3 million, respectively,] at December 31, [removed: 2019.][added: 2020.]

If interest rates were to increase 100 basis points on our outstanding variable rate debt at December 31, [removed: 2019,] [added: 2020,] the net impact of the additional interest cost would be a decrease of $7.5 million on pre-tax income and a decrease of $7.5 million in cash provided by operating activities for the year ended December 31, [removed: 2019.][added: 2020.]

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

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[removed: Company Overview][added: Company Overview]

We are the world’s largest commercial real estate services and investment firm, based on [removed: 2019] [added: 2020] revenue, with leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses.

Our business is focused on providing services to real estate [removed: occupiers] [added: investors] and [removed: investors.][added: occupiers.]

For investors, we provide capital markets (property sales, mortgage origination, sales and servicing), [added: property] leasing, investment management, property management, valuation and development services, among others.

In [removed: 2019,] [added: 2020,] 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 [removed: 2019] [added: 2020] we were ranked [removed: #146] [added: #128] on the *Fortune* 500.

We have been voted the most recognized commercial real estate brand in the Lipsey Company survey for [removed: 19] [added: 20] years in a row (including [removed: 2020).][added: 2021).]

We have also been rated a World’s Most Ethical Company by the Ethisphere Institute for [removed: seven] [added: eight] consecutive years (including [removed: 2020),] [added: 2021),] and are included in [added: both] the Dow Jones World Sustainability Index and the Bloomberg [removed: Gender Equality Index.][added: Gender-Equality Index for two years in a row.]

[removed: CBRE History][added: CBRE History]

We will mark our [removed: 114th] [added: 115th] year of continuous operations in [removed: 2020,] [added: 2021,] 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 [removed: 2019] [added: 2020] revenue) through organic growth and strategic [removed: acquisitions, including our recent acquisition of Telford Homes Plc, which closed in October 2019.][added: acquisitions.]

[removed: Our] [added: Our] Business Segments and Primary [removed: Services][added: Services]

[removed: Our] Advisory Services [removed: segment] provides a comprehensive range of services globally, including property leasing, [removed: capital markets (property sales and] [added: property sales,] mortgage [removed: origination, sales and servicing),] [added: services,] property management, project management [removed: services] and [removed: valuation services.][added: valuation.]

Most of our Advisory Services operations are conducted through our indirect wholly-owned subsidiary CBRE, Inc. Our mortgage [removed: loan origination, sales and servicing operations,] [added: services,] the vast majority of which are in the [removed: U.S.,] [added: United States (U.S.),] are conducted exclusively through our indirect wholly-owned subsidiary operating under the name CBRE Capital Markets, [removed: Inc., or CBRE] [added: Inc. (CBRE] Capital [removed: Markets,] [added: Markets)] and its affiliates.

[removed: Leasing Services][added: *Leasing Services*]

In [removed: 2019,] [added: 2020,] we negotiated leases valued at approximately [removed: $168.2] [added: $108.5] billion globally.

While the majority of our leasing revenue is reported in the Advisory Services segment, we [removed: do] [added: also] earn leasing revenue for certain contractual occupier clients in the Global Workplace Solutions segment that arises as a direct result of a business relationship with that segment.

We believe we are the market leader for leasing services in most leading U.S. metropolitan statistical areas (as defined by the U.S. Census Bureau), including Atlanta, Austin, Boston, Chicago, Dallas, Denver, [removed: Houston,] [added: Kansas City,] Los Angeles, [removed: Miami/South Florida,] New York, [added: Orlando,] Philadelphia, Phoenix, [removed: Portland] [added: San Francisco, Seattle] and [removed: Seattle.][added: St. Louis.]

[removed: Capital Markets][added: *Capital Markets*]

The [removed: tight] [added: close] integration of these services helps to meet marketplace demand for comprehensive capital markets solutions.

During [removed: 2019,] [added: 2020,] we closed approximately [removed: $322.6] [added: $234.8] billion of capital markets transactions globally, including [removed: $264.6] [added: $181.6] billion of property sales transactions and [removed: $58.0] [added: $53.2] billion of mortgage originations and loan sales.

In the [removed: United States,] [added: U.S.,] we accounted for approximately 17% of investment sales transactions greater than $2.5 million across all property types in [removed: 2019,] [added: 2020,] according to Real Capital Analytics.

Our mortgage brokerage professionals arrange, originate and service commercial mortgage loans through relationships established with investment banking firms, national and regional banks, credit companies, insurance companies, U.S. Government-Sponsored [removed: Enterprises, or GSEs,] [added: Enterprises (GSEs),] and pension funds.

Globally, our loan origination and sales volume in [removed: 2019] [added: 2020] was [removed: $58.0] [added: $53.2] billion, including approximately [removed: $19.5] [added: $21.4] billion for U.S. GSEs.

We also oversee a loan servicing portfolio, which totaled approximately [removed: $230.1] [added: $268.6] billion globally at year-end [removed: 2019.][added: 2020.]

In many countries that we operate in (including the [removed: United States),] [added: U.S.),] our real estate services professionals (both leasing and capital markets) are compensated primarily through commissions, which are payable upon completion of an assignment.

As of December 31, [removed: 2019,] [added: 2020,] we managed [removed: 2.6] [added: 2.7] billion square feet of properties globally for property owners/investors.

In [removed: 2019,] [added: 2020,] project management revenue in our Advisory Services segment represented approximately [removed: 33%] [added: 31%] of total project management revenue for CBRE.

[removed: Valuation Services][added: *Valuation Services*]

During [removed: 2019,] [added: 2020,] we completed over [removed: 259,000] [added: 200,800] valuation, appraisal and advisory assignments, excluding residential valuations in Asia Pacific.

[removed: Global] [added: Global] Workplace [removed: Solutions][added: Solutions]

[removed: Our] Global Workplace Solutions [removed: segment] provides a broad suite of integrated, contractually-based outsourcing services [removed: globally for] [added: to] occupiers of real estate, including facilities management, project management and transaction services (leasing and sales).

[removed: Facilities] [added: *Facilities] Management [removed: Services][added: Services*]

[removed: We furnish facilities management services][added: *Project Management Services*]

[added: We furnish facilities management services] to clients with single or multiple-location assets as well as regional, national and global portfolios.

As of December 31, [removed: 2019,] [added: 2020,] we managed approximately [removed: 4.2] [added: 4.3] billion square feet of facilities on behalf of occupiers.

[removed: Project] [added: *Investment] Management [removed: Services][added: Services*]

In [removed: 2019,] [added: 2020,] we were responsible for implementing project management contracts valued at approximately [removed: $124.3] [added: $93.0] billion.

In [removed: 2019,] [added: 2020,] project management revenue in our Global Workplace Solutions segment represented approximately [removed: 67%] [added: 69%] of total project management revenue for CBRE.

[removed: Transaction Services][added: *Transaction Services*]

As of December 31, 2020, the company has more than 100,000 employees (excluding affiliates) serving clients in more than 100 countries.

In 2020, CBRE sponsored a special purpose acquisition company (SPAC), CBRE Acquisition Holdings, Inc. (CBRE Acquisition Holdings), which has the sole purpose of acquiring a privately held company with significant growth potential and to create value by supporting the company in the public markets.

The company that it acquires is expected to operate in an industry that will benefit from the experience, expertise and operating skills of CBRE.

CBRE Acquisition Holdings trades on the New York Stock Exchange (NYSE) under the symbols “CBAH,” “CBAH.U,” and “CBAH.W.”

Our revenue mix has shifted toward more stable revenue sources, particularly occupier outsourcing, and our dependence on highly cyclical property sales and lease transaction revenue has declined markedly over the past decade.

We believe we are well-positioned to capture a substantial and growing share of market opportunities at a time when investors and occupiers increasingly prefer to purchase integrated, account-based services on a national and global basis.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

Trammell Crow Company is compensated by its clients on a fee basis with

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

Hana develops and operates integrated, scalable, flexible workspaces, with a particular focus on dedicated office suites that appeal to large enterprises.

It also offers flexible conference room and event workspaces and communal co-working space.

The severe and ongoing impact of the novel coronavirus (Covid-19) pandemic may cause seasonality to deviate from historical patterns.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

Human Capital

*People & Culture*

People are at the center of our strategy.

As a services organization, we aspire to deliver measurably superior client outcomes.

Attracting, retaining and developing the best talent is essential to achieving these goals.

Our human capital programs help prepare our professionals for critical roles and future leadership positions, reward our people with competitive pay and benefits, foster an engaging and inclusive workplace, and improve employee productivity through investments in technology, tools and resources.

Our global workforce at December 31, 2020 is comprised of approximately 33% female employees and 67% male employees.

*RISE Values*

We champion four key values—Respect, Integrity, Service, Excellence—which serve as the foundation upon which our company is built and as a touchstone for how our employees conduct themselves.

*Diversity, Equity and Inclusion*

We are committed to creating an inclusive workplace—one that promotes and values diversity, and thrives when our people feel safe, valued and heard.

To lead this effort, we created the role of Chief Responsibility Officer, a senior executive-level position reporting directly to our Chief Executive Officer.

We also continue to implement internal initiatives to increase diversity in our workforce and strengthen an inclusive culture.

Among them is a company policy which provides that a diverse candidate should be included at the in-person interview stage for all positions at the Director level and above, the interview panel for all positions at the Director level and above should include a diverse interviewer, and at least one diversity and inclusion-focused hiring objective is included in all performance appraisals for Director level and above employees.

Another significant way we advance workplace diversity is through our employee business resource groups, which are an integral component of our DE&I efforts.

The resource groups offer career and professional development opportunities, connections and networking possibilities across all business lines and regions, and community involvement opportunities.

The company has also rolled out four different programs that fund diversity recruiting and committed to spending $1 billion with diverse suppliers in 2021, and to grow this spend to $3 billion in five years.

In 2020, our policies and practices earned the company a place in the Bloomberg Gender-Equality Index and the Human Rights Campaign’s Corporate Equality Index.

*Total Rewards*

We recognize and appreciate that compensation and benefits are an important part of the employment relationship.

We provide competitive total rewards programs in all the markets in which we operate, including fixed and variable pay, and comprehensive, company-specific benefits that complement legislatively required programs.

Additionally, managers may implement flexible work arrangements, such as compressed work weeks and flextime, after considering several factors such as the nature of the employee’s work.

We remain committed to providing eligible employees with meaningful and affordable benefits.

We provide a variety of programs to support holistic physical and behavioral health, short- and long-term financial stability, family planning and emotional resiliency for employees at any stage in their career.

*Learning and Development*

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As of December 31, 2019, we operated in more than 530 offices worldwide and have more than 100,000 employees, excluding independent affiliates.

We serve clients in more than 100 countries.

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 substantial share of this growing market opportunity.

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.

Investment Management Services

Hana develops and operates integrated, scalable, flexible workspaces, which contain office suites, conference rooms and event space and communal co-working space.

In addition, in recent years, providers of flexible office-space solutions, such as WeWork, IWG/Regus/Spaces, Industrious and Knotel, have offered services directly to occupiers, providing competition, particularly for smaller space requirements.

Employees

Environmental Matters

Environmental contamination or other environmental liabilities may

Our website is www.cbre.com.

Investors and others should note that we routinely announce financial and other material information using our investor relations website, SEC filings, press releases, public conference calls and webcasts.

We use these channels of distribution to communicate with our investors and members of the public about our company, our services and other items of interest.

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.

We believe that any losses in excess of the amounts accrued therefore as liabilities on our [added: consolidated] financial statements are unlikely to be significant, but litigation is inherently uncertain and there is the potential for a material adverse effect on our [added: consolidated] financial statements if one or more matters are resolved in a particular period in an amount materially in excess of what we anticipated.

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[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | | [removed: ANNUAL] [added: | ANNUAL] REPORT PURSUANT TO SECTION 13 OR [removed: 15 (d)] [added: 15(d)] OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2019][added: 2020]

| ☐ | | [removed: TRANSITION] [added: | TRANSITION] REPORT PURSUANT TO SECTION 13 OR [removed: 15 (d)] [added: 15(d)] OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the [removed: Transition Period] [added: transition period] from _______________ to [removed: _______________][added: _______________]

[removed: Commission File Number 001-32205][added: Commission file number 001-32205]

[removed: ][added: ]

[removed: CBRE] [added: CBRE] GROUP, [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 94-3391143] | [added: | | | 94-3391143 | | |]

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation or organization)] [added: of] | | [removed: (I.R.S. Employer Identification No.)] | [added: | | | (I.R.S. Employer | | |]

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] | [added: | | | (Zip Code) | | |]

[removed: | (Registrant's] [added: (Registrant’s] telephone number, including area [removed: code) | | |][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [removed: Trading Symbol(s)] | [removed: Name] [added: | Trading Symbol(s) | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| Class A Common Stock, $0.01 par value per share | [added: | |] “CBRE” | [added: | |] New York Stock Exchange | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

Yes ☒ No [removed: ☐][added: ¨]

Yes [removed: ☐] [added: ¨] No ☒

Yes ☒ No [removed: ☐.][added: ¨]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company”] [added: company,”] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

[removed: |] Large accelerated filer [removed: ☒ |] [added: x] Accelerated filer [removed: ☐ |] [added: ¨] Non-accelerated filer [removed: ☐ |] [added: ¨] Smaller reporting company ☐ [removed: |] Emerging growth company ☐ [removed: |]

As of June [removed: 28, 2019,] [added: 30, 2020,] the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was [removed: $17.3] [added: $14.6] billion based upon the last sales price on June [removed: 28, 2019] [added: 30, 2020] on the New York Stock Exchange of [removed: $51.30] [added: $45.22] for the registrant’s Class A Common Stock.

As of February [removed: 14, 2020,] [added: 18, 2021,] the number of shares of Class A Common Stock outstanding was [removed: 334,790,842.][added: 335,597,172.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the proxy statement for the registrant’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be held May [removed: 14, 2020] [added: 20, 2021] are incorporated by reference in Part III of this Annual Report on Form 10-K.

[removed: ANNUAL] [added: ANNUAL] REPORT ON FORM [removed: 10-K][added: 10-K]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | [removed: Page] | [added: | | | Page | | |]

[removed: | [PART I](#PART_I) | | |][added: PART I]

| [removed: Item 1.] [added: [Item 1.](#ic1191a4805e54cfb87531a39cac926a0_13)] | [removed: [Business](#ITEM_1_BUSINESS)] | [removed: 1] | [added: [Business](#ic1191a4805e54cfb87531a39cac926a0_13) | | | [1](#ic1191a4805e54cfb87531a39cac926a0_13) | | |]

| [removed: Item 1A.] [added: [Item 1A.](#ic1191a4805e54cfb87531a39cac926a0_16)] | [added: | |] [Risk [removed: Factors](#ITEM_1A_RISK_FACTORS)] [added: Factors](#ic1191a4805e54cfb87531a39cac926a0_16)] | [removed: 7] | [added: | [9](#ic1191a4805e54cfb87531a39cac926a0_16) | | |]

| [removed: Item 1B.] [added: [Item 1B.](#ic1191a4805e54cfb87531a39cac926a0_19)] | [added: | |] [Unresolved Staff [removed: Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#ic1191a4805e54cfb87531a39cac926a0_19)] | [removed: 22] | [added: | [26](#ic1191a4805e54cfb87531a39cac926a0_19) | | |]

| [removed: Item 2.] [added: [Item 2.](#ic1191a4805e54cfb87531a39cac926a0_22)] | [removed: [Properties](#ITEM_2_PROPERTIES)] | [removed: 23] | [added: [Properties](#ic1191a4805e54cfb87531a39cac926a0_22) | | | [26](#ic1191a4805e54cfb87531a39cac926a0_22) | | |]

| [removed: Item 3.] [added: [Item 3.](#ic1191a4805e54cfb87531a39cac926a0_25)] | [added: | |] [Legal [removed: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] [added: Proceedings](#ic1191a4805e54cfb87531a39cac926a0_25)] | [removed: 23] | [added: | [26](#ic1191a4805e54cfb87531a39cac926a0_25) | | |]

| [removed: Item 4.] [added: [Item 4.](#ic1191a4805e54cfb87531a39cac926a0_28)] | [added: | |] [Mine Safety [removed: Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES)] [added: Disclosures](#ic1191a4805e54cfb87531a39cac926a0_28)] | [removed: 23] | [added: | [26](#ic1191a4805e54cfb87531a39cac926a0_28) | | |]

| [removed: [PART II](#PART_II)] [added: [PART I](#ic1191a4805e54cfb87531a39cac926a0_10)] | | | [added: | | | | | |]

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| --- | --- | --- | --- | --- | --- |

or

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| --- | --- | --- | --- | --- | --- |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| incorporation or organization) | | | | | | Identification No.) | | |

| 2100 McKinney Avenue, Suite 1250 | | | | | | | | |

| Dallas, Texas | | | | | | 75201 | | |

(214) 979-6100

_______________________________________________________________________________________

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Yes ☒ No ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firms that prepared or issued its audit report.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| | | | | | | | | |

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| | | | | | | | | |

| | | | | | | | | |

| [PART IV](#ic1191a4805e54cfb87531a39cac926a0_247) | | | | | | | | |

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| | | | | | | | | |

| [SIGNATURES](#ic1191a4805e54cfb87531a39cac926a0_262) | | | | | | [127](#ic1191a4805e54cfb87531a39cac926a0_262) | | |

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

Was

| --- | --- | --- |

OR

| | | |

| 400 South Hope Street, 25th Floor Los Angeles, California | | 90071 |

| (213) 613-3333 | | |

| --- | --- | --- | --- | --- |

| [SIGNATURES](#SIGNATURES) | | 128 |

PART I

| --- | --- |

As of December 31, [removed: 2019,] [added: 2020,] we occupied offices, excluding affiliates, in the following geographical regions:

| | | [removed: Sales Offices] | [added: Sales Offices] | | | [removed: Corporate Offices] | | | [added: Corporate Offices] | [removed: Total] | | | [added: | | Total | | |]

| Europe, Middle East and Africa (EMEA) | | | [removed: 182] [added: 181] | | | | [added: | |] 1 | | | | [removed: 183] | | [added: 182 | | |]

| Asia Pacific | | | [removed: 95] [added: 93] | | | | [added: | |] 1 | | | | [removed: 96] | | [added: 94 | | |]

As such, we have provided [added: the] above office totals by geographic region rather than by business segment in order to avoid double counting or triple counting our offices.

The most significant terms of the leasing arrangements for our offices are the length of the lease and [removed: the] rent.

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 [removed: locations.][added: areas.]

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | | | 220 | | | | | | 2 | | | | | | 222 | | |

| Total | | | 494 | | | | | | 4 | | | | | | 498 | | |

We lease all of our office space and believe it is adequate for our current needs.

| --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | | | 255 | | | | 3 | | | | 258 | |

| Total | | | 532 | | | | 5 | | | | 537 | |

In general, these leased offices are fully utilized.

We do not own any of these offices.

[removed: PART II][added: PART II]

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

| --- | --- |

[removed: Stock] [added: Stock] Price [removed: Information][added: Information]

Our Class A common stock has traded on the [removed: New York Stock Exchange] [added: NYSE] under the symbol “CBRE” since March 19, 2018.

Prior to that, from June 10, 2004 to March 18, 2018, our Class A common stock traded on the [removed: New York Stock Exchange] [added: NYSE] under the [removed: “CBG” symbol.][added: symbol “CBG.”]

As of February [removed: 14, 2020,] [added: 18, 2021,] there were 52 stockholders of record of our Class A common stock.

[removed: Dividend Policy][added: Dividend Policy]

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

Our [added: stock] repurchase [removed: programs do] [added: program does] not obligate us to acquire any specific number of shares.

Under [removed: these programs,] [added: this program,] 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 following table summarizes information about our equity compensation plans as of December 31, [removed: 2019.][added: 2020.]

| | | [removed: Number] [added: | Number] of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights [added: ( a )] | | | | [removed: Weighted-average] [added: | | Weighted-average] Exercise Price of Outstanding Options, Warrants and Rights [added: ( b )] | | | | [removed: Number] [added: | | Number] of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column ( a )) [added: ( c )] | | |

| Equity compensation plans [added: not] approved by security holders [removed: (1)] | | | [removed: 10,309,128] [added: —] | | | [removed: $] | [added: | |] — | | | | [removed: 7,538,712] | | [added: — | | |]

| Equity compensation plans [removed: not] approved by security holders [added: (1)] | | | [removed: —] [added: 8,947,330] | | | | [added: | | $ |] — | | | | [removed: —] | [added: 6,265,195] | [added: | |]

[removed: | (1) | Consists] [added: (1)Consists] of restricted stock [removed: units, or RSUs,] [added: units (RSUs)] issued under our 2019 Equity Incentive [removed: Plan, or the] [added: Plan (the] 2019 [removed: Plan,] [added: Plan),] our 2017 Equity Incentive [removed: Plan, or the] [added: Plan (the] 2017 [removed: Plan,] [added: Plan)] and our 2012 Equity Incentive [removed: Plan, or the 2012 Plan. Our 2012] Plan [removed: terminated in May 2017 in connection with the adoption of the 2017 Plan. Our 2017 Plan terminated in May 2019 in connection with the adoption of the 2019 Plan. We cannot issue any further awards under both the 2017 Plan and the] [added: (the] 2012 [removed: Plan. |][added: Plan).]

[removed: | | • |] [added: -] The figures in the foregoing table include: [removed: |]

[removed: | | o | 6,209,669] [added: ◦5,297,733] 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 [removed: |]

[removed: | | o | 4,099,459] [added: ◦3,649,597] RSUs that are time vesting in nature. [removed: |]

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

Our stock price performance shown in the [removed: following] graph [added: below] is not necessarily indicative of future stock price performance.

The [removed: 2019 industry] [added: graph below matches the 5 Year Cumulative Total Return of holders of CBRE Group, Inc.’s common stock with the cumulative total returns of the S&P-500 Index and a customized] peer group [removed: is comprised] of [added: nine companies that includes:] JLL, a global commercial real estate services company publicly traded in the [removed: United States,] [added: U.S.,] as well as the following companies that have significant commercial real estate or real estate capital markets businesses within the [removed: United States] [added: U.S.] or globally, that in each case are publicly traded in the [removed: United States] [added: U.S.] or abroad: Colliers International Group [removed: Inc. (CIGI),] [added: Inc.,] Cushman & [removed: Wakefield, Inc. (CWK) ,] [added: Wakefield plc,] ISS [removed: A/S (ISS),] [added: A/S,] Marcus & Millichap, [removed: Inc. (MMI),] [added: Inc.,] Newmark Group [removed: Inc. (NMRK),] [added: Inc.,] Savills [removed: plc (SVS.L, traded on the London Stock Exchange),] [added: plc,] Sodexo [removed: S.A. (SW.PA)] [added: S.A.,] and Walker & Dunlop, Inc. [removed: (WD).][added: These companies are or include divisions with business lines reasonably comparable to some or all of ours, and which represent our current primary competitors.]

[removed: ][added: ]

[removed: | (1) | $100] [added: (1)$100] invested on [removed: 12/31/13] [added: December 31, 2015] in stock or index-including reinvestment of dividends. [removed: |]

[removed: | (2) | Copyright© 2020] [added: (2)Copyright© 2021] Standard & Poor’s, a division of S&P Global. [removed: All rights reserved. |]

This graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report [removed: on Form 10-K] into any filing under the Securities Act or [removed: 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 [removed: under] the Exchange Act.

There were no open market stock repurchases during the three months ended December 31, 2020.

Our stock repurchases have been funded with cash on hand and we intend to continue funding future repurchases with existing cash.

We may utilize our stock repurchase program to continue offsetting the impact of our stock-based compensation program and on a more opportunistic basis if we believe our stock presents a compelling investment compared to other discretionary uses.

As of December 31, 2020, we had $350.0 million of capacity remaining under our repurchase program.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | 8,947,330 | | | | | | $ | — | | | | | 6,265,195 | | |

_______________

Our 2012 Plan terminated in May 2017 in connection with the adoption of the 2017 Plan.

Our 2017 Plan terminated in May 2019 in connection with the adoption of the 2019 Plan.

We cannot issue any further awards under both the 2012 Plan and the 2017 Plan.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2015 and tracks it through December 31, 2020.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (1)

AMONG CBRE GROUP, INC., THE S&P 500 INDEX (2),

AND PEER GROUP (3)

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 12/31/15 | | | 12/16 | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | |

| CBRE Group, Inc. | | | $ | 100.00 | | $ | 91.06 | | $ | 125.25 | | $ | 115.79 | | $ | 177.24 | | $ | 181.38 | |

| S&P 500 | | | 100.00 | | | 111.96 | | | 136.40 | | | 130.42 | | | 171.49 | | | 203.04 | | |

| Peer Group | | | 100.00 | | | 98.60 | | | 125.82 | | | 99.07 | | | 124.52 | | | 102.16 | | |

_______________

All rights reserved.

(3)Peer group contains companies with the following ticker symbols: JLL, CIGI, CWK, ISS, MMI, NMRK, SVS.L (London), SW and WD.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

| --- | --- |

Open market share repurchase activity during the three months ended December 31, 2019 was as follows (dollars in thousands, except per share amounts):

| Period | | Total Number of Shares Purchased | | | | Average Price Paid per Share | | | | 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) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2019 - October 31, 2019 | | | 1,003,485 | | | $ | 50.85 | | | | 1,003,485 | | | | | |

| November 1, 2019 - November 30, 2019 | | | — | | | $ | — | | | | — | | | | | |

| December 1, 2019 - December 31, 2019 | | | — | | | $ | — | | | | — | | | | | |

| Total | | | 1,003,485 | | | $ | 50.85 | | | | 1,003,485 | | | $ | 400,000 | |

| (1) | In February 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. In both August and November 2019, our board of directors authorized an additional $100.0 million under our new program, bringing the total authorized amount under the new program to a total of $500.0 million. The remaining $400.0 million in the table represents the amount available to repurchase shares under the authorized repurchase program as of December 31, 2019. |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | ( a ) | | | | ( b ) | | | | ( c ) | | |

| Total | | | 10,309,128 | | | $ | — | | | | 7,538,712 | |

| --- | --- | --- |

The following graph shows our cumulative total stockholder return for the period beginning December 31, 2014 and ending on December 31, 2019.

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.

The comparison below assumes $100 was invested on December 31, 2014 in our Class A common stock and in each of the indices shown and assumes that all dividends were reinvested.

These companies are or include divisions with business lines reasonably comparable to some or all of ours, and which represent our current primary competitors.

In 2019, we elected to remove HFF, L.P. from our peer group (given JLL acquired them) and replaced it with SW.PA.

| | 12/31/14 | | | 12/15 | | | 12/16 | | | 12/17 | | | 12/18 | | | 12/19 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| CBRE Group, Inc. | | 100.00 | | | 100.96 | | | 91.94 | | | 126.45 | | | 116.91 | | | 178.95 | |

| S&P 500 | | 100.00 | | | 101.38 | | | 113.51 | | | 138.29 | | | 132.23 | | | 173.86 | |

| 2018 Peer Group | | 100.00 | | | 120.09 | | | 97.31 | | | 133.11 | | | 105.56 | | | 137.39 | |

| 2019 Peer Group | | 100.00 | | | 111.30 | | | 109.75 | | | 140.04 | | | 110.26 | | | 138.59 | |

The following table sets forth our selected historical consolidated financial information for each of the five years in the period ended December 31, [removed: 2019.][added: 2020.]

The [removed: statement] [added: statements] of [removed: operations data, the statement] [added: operations, statements] of cash flows [removed: data] and [removed: the] other data for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] and the balance sheet data as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] were derived from our audited consolidated financial statements included elsewhere in this Annual [removed: Report on Form 10-K (Annual Report).][added: Report.]

The statement of [removed: operations data, the] [added: operations,] statement of cash flows [removed: data] and [removed: the] other data for the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the balance sheet data as of December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] 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 [removed: included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included] [added: described] elsewhere in this Annual Report [removed: (dollars in thousands, except share data).][added: included under the heading Item 7.]

| | | [removed: Year] [added: | Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | | [removed: 2019 (1)] | [added: 2020] | | | | [removed: 2018] | | [added: 2019 (1)] | | [removed: 2017] | | | | [removed: 2016] [added: 2018 (2)] | | | [removed: 2015 (2)] | | | [added: 2017 | | | | | | 2016 | | |]

| [removed: STATEMENTS] [added: STATEMENTS] OF OPERATIONS [removed: DATA:] [added: DATA:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Revenue | | [added: |] $ | [removed: 23,894,091] [added: 23,826,195] | | | [added: | |] $ | [removed: 21,340,088] [added: 23,894,091] | | | [added: | |] $ | [removed: 18,628,787] [added: 21,340,088] | | | [added: | |] $ | [removed: 17,369,108] [added: 18,628,787] | | | [added: | |] $ | [removed: 10,855,810] [added: 17,369,108] | |

| Operating income | | | [added: 969,759 | | | | | |] 1,259,875 | | | | [added: | |] 1,087,989 | | | | [removed: 1,078,682] | | [added: 1,078,682] | | [removed: 816,831] | | | | [removed: 835,944] [added: 816,831] | | [added: |]

| Interest expense, net of interest income | | | [added: 67,753 | | | | | |] 85,754 | | | | [added: | |] 98,685 | | | | [removed: 126,961] | | [added: 126,961] | | [removed: 136,800] | | | | [removed: 112,569] [added: 136,800] | | [added: |]

| Write-off of financing costs on extinguished debt | | | [added: 75,592 | | | | | |] 2,608 | | | | [removed: 27,982] | | [added: 27,982] | | [removed: —] | | | | — | | | | [removed: 2,685] | | [added: — | | |]

| Net income | | | [added: 755,868 | | | | | |] 1,291,450 | | | | [added: | |] 1,065,948 | | | | [removed: 703,576] | | [added: 703,576] | | [removed: 585,170] | | | | [removed: 558,877] [added: 585,170] | | [added: |]

| Net income attributable to non-controlling interests | | | [added: 3,879 | | | | | |] 9,093 | | | | [added: | |] 2,729 | | | | [removed: 6,467] | | [added: 6,467] | | [removed: 12,091] | | | | [removed: 11,745] [added: 12,091] | | [added: |]

| Net income attributable to CBRE Group, Inc. | | | [added: 751,989 | | | | | |] 1,282,357 | | | | [added: | |] 1,063,219 | | | | [removed: 697,109] | | [added: 697,109] | | [removed: 573,079] | | | | [removed: 547,132] [added: 573,079] | | [added: |]

| Income per share attributable to CBRE Group, Inc. (3) | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Basic income per share | | [added: |] $ | [removed: 3.82] [added: 2.24] | | | [added: | |] $ | [removed: 3.13] [added: 3.82] | | | [added: | |] $ | [removed: 2.06] [added: 3.13] | | | [added: | |] $ | [removed: 1.71] [added: 2.06] | | | [added: | |] $ | [removed: 1.64] [added: 1.71] | |

| Diluted income per share | | | [added: 2.22 | | | | | |] 3.77 | | | | [added: | |] 3.10 | | | | [removed: 2.05] | | [added: 2.05] | | [removed: 1.69] | | | | [removed: 1.63] [added: 1.69] | | [added: |]

| Weighted average shares: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Basic | | | [added: 335,196,296 | | | | | |] 335,795,654 | | | | [added: | |] 339,321,056 | | | | [removed: 337,658,017] | | [added: 337,658,017] | | [removed: 335,414,831] | | | | [removed: 332,616,301] [added: 335,414,831] | | [added: |]

| Diluted | | | [added: 338,392,210 | | | | | |] 340,522,871 | | | | [added: | |] 343,122,741 | | | | [removed: 340,783,556] | | [added: 340,783,556] | | [removed: 338,424,563] | | | | [removed: 336,414,856] [added: 338,424,563] | | [added: |]

| [removed: STATEMENTS] [added: STATEMENTS] OF CASH FLOWS [removed: DATA (4):] [added: DATA (4):] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Net cash provided by operating activities | | [added: |] $ | [removed: 1,223,380] [added: 1,830,779] | | | [added: | |] $ | [removed: 1,131,249] [added: 1,223,380] | | | [added: | |] $ | [removed: 894,411] [added: 1,131,249] | | | [added: | |] $ | [removed: 616,985] [added: 894,411] | | | [added: | |] $ | [removed: 651,897] [added: 616,985] | |

| Net cash used in investing activities | | | [removed: (721,024] [added: (341,585)] | [removed: )] | | | [removed: (560,684] | [removed: )] | [added: (721,024)] | | [removed: (302,600] | [removed: )] | | | [removed: (150,524] [added: (560,684)] | [removed: )] | | | [removed: (1,618,959] | [removed: )] | [added: (302,600) | | | | | | (150,524) | | |]

| Net cash [removed: (used in) provided by] [added: used in] financing activities | | | [removed: (271,949] [added: (625,256)] | [removed: )] | | | [removed: (506,600] | [removed: )] | [added: (271,949)] | | [removed: (627,742] | [removed: )] | | | [removed: (220,677] [added: (506,600)] | [removed: )] | | | [removed: 789,548] | | [added: (627,742) | | | | | | (220,677) | | |]

| [removed: OTHER DATA:] [added: OTHER DATA:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Adjusted EBITDA (5) | | [added: |] $ | [removed: 2,063,783] [added: 1,892,385] | | | [added: | |] $ | [removed: 1,905,168] [added: 2,063,783] | | | [added: | |] $ | [removed: 1,716,774] [added: 1,905,168] | | | [added: | |] $ | [removed: 1,562,347] [added: 1,716,774] | | | [added: | |] $ | [removed: 1,412,724] [added: 1,562,347] | |

| [removed: BALANCE] [added: BALANCE] SHEET [removed: DATA:] [added: DATA:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Cash and cash equivalents | | [added: |] $ | [removed: 971,781] [added: 1,896,188] | | | [added: | |] $ | [removed: 777,219] [added: 971,781] | | | [added: | |] $ | [removed: 751,774] [added: 777,219] | | | [added: | |] $ | [removed: 762,576] [added: 751,774] | | | [added: | |] $ | [removed: 540,403] [added: 762,576] | |

| Total assets | | | [added: 18,039,143 | | | | | |] 16,197,196 | | | | [added: | |] 13,456,793 | | | | [removed: 11,718,396] | | [added: 11,718,396] | | [removed: 10,994,338] | | | | [removed: 11,017,943] [added: 10,994,338] | | [added: |]

| Long-term debt, including current portion, net | | | [added: 1,381,716 | | | | | |] 1,763,059 | | | | [added: | |] 1,770,406 | | | | [removed: 1,999,611] | | [added: 1,999,611] | | [removed: 2,548,137] | | | | [removed: 2,679,539] [added: 2,548,137] | | [added: |]

| Total liabilities | | | [added: 10,533,483 | | | | | |] 9,924,084 | | | | [added: | |] 8,446,891 | | | | [removed: 7,543,782] | | [added: 7,543,782] | | [removed: 7,848,438] | | | | [removed: 8,258,873] [added: 7,848,438] | | [added: |]

| Total CBRE Group, Inc. stockholders’ equity | | | [added: 7,078,326 | | | | | |] 6,232,693 | | | | [added: | |] 4,938,797 | | | | [removed: 4,114,496] | | [added: 4,114,496] | | [removed: 3,103,142] | | | | [removed: 2,712,652] [added: 3,103,142] | | [added: |]

[removed: We also] [added: (2)We] adopted new revenue recognition guidance in 2018 and restated [added: the] 2017 and 2016 [added: consolidated] financial statements to conform with the new guidance.

See our [Annual [removed: Report on Form 10-K] [added: Report](https://www.sec.gov/Archives/edgar/data/1138118/000156459019005666/cbg-10k_20181231.htm)] for the year ended December 31, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1138118/000156459019005666/cbg-10k_20181231.htm)] [added: 2018 filed with the SEC on March 1, 2019] for additional information.

[removed: | (3) | See] [added: (3)See] Income Per Share information in Note 17 of our Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report. [removed: |]

[removed: | (4) | In] [added: (4)In] the first quarter of 2018, we adopted Accounting Standards [removed: Updated] [added: Update] (ASU) 2016-15, [removed: “Statement] [added: “*Statement] of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash [removed: Payments.”] [added: Payments*.”] Certain reclassifications were made to the 2017 and 2016 [added: consolidated] statements of cash flows to conform with the 2018 presentation. [removed: Amounts for the year ended December 31, 2015 have not been reclassified. |]

[removed: | (5) | Adjusted EBITDA is not a recognized measurement under accounting principles generally accepted in the United States, or GAAP. When analyzing our operating performance, investors should use this measure in addition to, and not as an alternative for, the most directly comparable financial measure calculated and presented in accordance with GAAP.] We [removed: generally use this non-GAAP financial measure to evaluate operating performance and for other discretionary purposes. We] believe this measure provides a more complete understanding of ongoing operations, enhances comparability of current results to prior periods and may be useful for investors to analyze our financial performance because it eliminates the impact of selected charges that may obscure trends in the underlying performance of our business. [removed: Because not all companies use identical calculations, our presentation of adjusted EBITDA may not be comparable to similarly titled measures of other companies. |]

EBITDA represents earnings before [removed: net] [added: depreciation and amortization, asset impairments,] interest expense, [added: net of interest income,] write-off of financing costs on extinguished debt, [removed: income taxes, depreciation] and [removed: amortization and intangible asset impairments.][added: provision for income taxes.]

Amounts shown for adjusted EBITDA further remove (from EBITDA) the impact of [removed: certain cash] [added: costs associated with transformation initiatives, costs associated with workforce optimization efforts, fair value adjustments to real estate assets acquired in the Telford Acquisition (purchase accounting) that were sold in the period, costs incurred related to legal entity restructuring, integration] and [removed: non-cash items] [added: other costs] related to acquisitions, [removed: certain] carried interest incentive compensation [removed: (reversal)] expense [added: (reversal)] to align with the timing of associated revenue, costs associated with our reorganization, including cost-savings initiatives, [removed: cost-elimination expenses] [added: costs incurred in connection with litigation settlement, a 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,] and [removed: other non-recurring costs.][added: cost-elimination expenses.]

This measure may also differ from [added: the] amounts calculated under similarly titled definitions in our [added: credit facilities and] debt instruments, which 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 [removed: debt and making certain restricted payments.][added: debt.]

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” (dollars in thousands, except share and per share data).

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Non-controlling interest subject to possible redemption - special purpose acquisition company (6) | | | 385,573 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

_______________

(1)We adopted new lease accounting guidance effective January 1, 2019 using the optional transitional method.

Accordingly, no adjustments were made to the financial statements presented for prior periods.

As a result of the adoption of the leasing guidance, the consolidated balance sheet as of January 1, 2019 included $1.2 billion of additional lease liabilities, along with corresponding right-of-use assets of $1.0 billion, reflecting adjustments for items such

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

as prepaid and deferred rent, unamortized initial direct costs, and unamortized lease incentive balances.

The adoption of the leasing guidance did not have a material impact on our consolidated statement of operations.

See Note 2 of our Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report.

(5)Adjusted EBITDA is not a recognized measurement under accounting principles generally accepted in the United States, (GAAP).

When analyzing our operating performance, investors should use this measure in addition to, and not as an alternative for, the most directly comparable financial measure calculated and presented in accordance with GAAP.

We generally use this non-GAAP financial measure to evaluate operating performance and for other discretionary purposes.

Because not all companies use identical calculations, our presentation of adjusted EBITDA may not be comparable to similarly titled measures of other companies.

See below for a reconciliation of adjusted EBITDA to net income attributable to CBRE Group, Inc.

(6)See Non-controlling interest subject to possible redemption - special purpose acquisition company in Note 2 of our Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

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| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Asset impairments | | | 88,676 | | | | | | 89,787 | | | | | | — | | | | | | — | | | | | | — | | |

| Interest expense, net of interest income | | | 67,753 | | | | | | 85,754 | | | | | | 98,685 | | | | | | 126,961 | | | | | | 136,800 | | |

| Write-off of financing costs on extinguished debt | | | 75,592 | | | | | | 2,608 | | | | | | 27,982 | | | | | | — | | | | | | — | | |

| Costs associated with transformation initiatives (1) | | | 155,148 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Costs associated with workforce optimization efforts (2) | | | 37,594 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

_______________

(1)Commencing during the third quarter of 2020, management began the implementation of certain transformation initiatives to enable the company to reduce costs, streamline operations and support future growth.

The majority of expenses incurred were cash in nature and primarily related to employee separation benefits, lease termination costs and professional fees.

See Note 21 of our Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report.

(2)Primarily represents costs incurred related to workforce optimization initiated and executed in the second quarter of 2020 as part of management’s cost containment efforts in response to the Covid-19 pandemic.

The charges are cash expenditures primarily for severance costs incurred related to this effort.

Of the total costs, $7.4 million was included within the “Cost of revenue” line item and $30.2 million was included in the “Operating, administrative and other” line item in the accompanying consolidated statement of operations for the year ended December 31, 2020.

[Table of](#ic1191a4805e54cfb87531a39cac926a0_7) [Contents](#ic1191a4805e54cfb87531a39cac926a0_7)

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| (1) | We adopted new lease accounting guidance in the first quarter of 2019 using the optional transitional method. Accordingly, no adjustments were made to the financial statements presented for prior periods. As a result of the adoption of the leasing guidance, the consolidated balance sheet as of January 1, 2019 reflected $1.2 billion of additional lease liabilities, along with corresponding right-of-use assets of $1.0 billion, reflecting adjustments for items such as prepaid and deferred rent, unamortized initial direct costs, and unamortized lease incentive balances. The adoption of the leasing guidance did not have a material impact on our consolidated statement of operations. See Note 3 of our Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report. |

| (2) | 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. |

Amounts for the year ended December 31, 2015 have not been restated.

| Intangible asset impairment | | | 89,787 | | | | — | | | | — | | | | — | | | | — | |

[removed: INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

[removed: AND] [added: AND] FINANCIAL STATEMENT [removed: SCHEDULES][added: SCHEDULES]

| | [removed: Page] | [added: | Page | | |]

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC)] [added: Statements](#ic1191a4805e54cfb87531a39cac926a0_76)] | [removed: 52] | [added: | [55](#ic1191a4805e54cfb87531a39cac926a0_76) | | |]

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_1)] [added: Reporting](#ic1191a4805e54cfb87531a39cac926a0_79)] | [removed: 54] | [added: | [57](#ic1191a4805e54cfb87531a39cac926a0_79) | | |]

| [Consolidated Balance Sheets at December 31, [removed: 2019] [added: 2020] and [removed: 2018](#CONSOLIDATED_BALANCE_SHEETS)] [added: 2019](#ic1191a4805e54cfb87531a39cac926a0_82)] | [removed: 56] | [added: | [59](#ic1191a4805e54cfb87531a39cac926a0_82) | | |]

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CONSOLIDATED_STATEMENTS_OPERATIONS)] [added: 2018](#ic1191a4805e54cfb87531a39cac926a0_88)] | [removed: 57] | [added: | [60](#ic1191a4805e54cfb87531a39cac926a0_88) | | |]

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] [added: 2018](#ic1191a4805e54cfb87531a39cac926a0_91)] | [removed: 58] | [added: | [61](#ic1191a4805e54cfb87531a39cac926a0_91) | | |]

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: 2018](#ic1191a4805e54cfb87531a39cac926a0_97)] | [removed: 59] | [added: | [62](#ic1191a4805e54cfb87531a39cac926a0_97) | | |]

| [Consolidated Statements of Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CONSOLIDATED_STATEMENTS_EQUITY)] [added: 2018](#ic1191a4805e54cfb87531a39cac926a0_103)] | [removed: 61] | [added: | [64](#ic1191a4805e54cfb87531a39cac926a0_103) | | |]

| [Notes to Consolidated Financial [removed: Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN)] [added: Statements](#ic1191a4805e54cfb87531a39cac926a0_106)] | [removed: 63] | [added: | [66](#ic1191a4805e54cfb87531a39cac926a0_106) | | |]

[removed: | [Quarterly Results of Operations (Unaudited)](#QUARTERLY_RESULTS_OPERATIONS) | 117 |][added: QUARTERLY RESULTS OF OPERATIONS]

| [removed: FINANCIAL] [added: FINANCIAL] STATEMENT [removed: SCHEDULES:] [added: SCHEDULES:] | | [added: | | | |]

| [Schedule II -Valuation and Qualifying [removed: Accounts](#SCHEDULE_II_VALUATION_QUALIFYING_ACCOUNT)] [added: Accounts](#ic1191a4805e54cfb87531a39cac926a0_256)] | [removed: 122] | [added: | [122](#ic1191a4805e54cfb87531a39cac926a0_256) | | |]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: *Opinion] on the Consolidated Financial [removed: Statements][added: Statements*]

We have audited the accompanying consolidated balance sheets of CBRE Group, Inc. and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated [removed: March 2, 2020] [added: February 24, 2021] expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: Change] [added: *Change] in Accounting [removed: Principle][added: Principle*]

As discussed in Note [removed: 3] [added: 2] to the consolidated financial statements, the Company has changed its method of accounting for leases [removed: in 2019] due to the adoption of Accounting Standards Codification [added: (“ASC”)] Topic 842, [removed: *Leases*.][added: *Leases*, as of January 1, 2019.]

[removed: Basis] [added: *Basis] for [removed: Opinion][added: Opinion*]

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter*]

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex [removed: judgment.][added: judgments.]

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of [removed: $141.2] [added: $168.5] million as of December 31, [removed: 2019.][added: 2020.]

Complex auditor judgment [removed: was] [added: and the involvement of tax professionals with specialized skills and knowledge were] required in evaluating the Company’s interpretation of tax law and its estimate of the resolution of the tax positions underlying the unrecognized tax benefits.

The [added: following are the] primary procedures we performed to address this critical audit [removed: matter included the following.][added: matter.]