CBRE Group (CBRE) 10-K risk factor changes: FY2021 vs FY2020

For example, during [removed: 2020,] [added: the onset of the Covid-19 pandemic,] 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 [removed: “The] [added: “*Risks Related to Our Operations—The] Covid-19 pandemic [removed: could have a material adverse effect on] [added: has impacted] our [removed: business, results of] [added: business] operations, [removed: cash flows] and [added: the extent to which it will continue to do so and its impact on our future] financial [removed: condition”] [added: results are uncertain.*”] below for additional risks related to the Covid-19 pandemic.

In addition, under such conditions, our investment management and development services businesses may be unable to attract capital or achieve returns sufficient to earn incentive fees and we may also experience losses of co-invested equity capital if [removed: the] [added: any such] disruption causes a prolonged decline in the value of investments made.

During the year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 44%] [added: 43%] of our revenue was transacted in foreign currencies.

- responsibility for complying with numerous, potentially conflicting and frequently complex and changing laws in multiple [removed: jurisdictions, *e.g.*,] [added: jurisdictions (*e.g.*,] with respect to data protection, privacy regulations, corrupt practices, embargoes, trade sanctions, employment and [removed: licensing;][added: licensing);]

However, coordinating our activities to deal with the broad range of complex legal and regulatory [added: environments in which we operate presents significant challenges.]

[removed: In 2020,] [added: The emergence of] the Covid-19 pandemic [added: initially] 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.

The extent to which the Covid-19 pandemic [removed: impacts] [added: will impact] our [removed: business, results of operations, cash flows] [added: business] and financial [removed: condition] [added: results in the future] will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; [added: the emergence and virulence of new variants, which may cause and impact the severity of additional outbreaks;] governmental, business and [removed: other] [added: individuals’] actions that have been and continue to be taken in response to the pandemic; [removed: the impact of the pandemic on] [added: how quickly and to what extent normal] economic activity [added: resumes; the availability] and [removed: actions taken in response;] [added: effectiveness of vaccines and treatments for Covid-19 globally;] the effect on our clients and client demand for our services; [removed: the health of and the effect on] our [removed: workforce and our] ability to [removed: meet staffing needs, particularly if members of] [added: provide] our [removed: workforce are quarantined] [added: services on a competitive basis, including] as a result of [removed: exposure;] [added: travel restrictions,] the [added: remote work environment, and staffing changes due to additional financial, family and health burdens that may negatively impact our people’s mental and physical health, engagement and retention; 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 [added: facilities.]

[removed: This] [added: The] situation continues to change rapidly and additional impacts may arise that we are not aware of currently.

A significant portion of our loan origination and servicing business depends upon our relationships with U.S. Government Sponsored [removed: Enterprises.][added: Enterprises.]

As an approved seller/servicer for the [removed: Government Sponsored Enterprises,] [added: GSEs,] we are required to [added: comply with various eligibility criteria and are required to] originate and service loans in accordance with their individual program [removed: requirements,] [added: requirements,] including participation in loss sharing and repurchase arrangements.

Although we are the largest commercial real estate services firm in the world in terms of [removed: 2020] [added: 2021] revenue, our relative competitive position varies significantly across geographies, property types and services and business lines.

Social media channels can also cause rapid, widespread reputational harm to our [removed: brand.]

As of December 31, [removed: 2020,] [added: 2021,] we had [added: co-invested approximately $232.4 million and had] committed [removed: $76.5] [added: $127.1] million to fund future co-investments in our Real Estate Investments segment, approximately [removed: $30.1] [added: $42.6] million of which is expected to be funded during [removed: 2021.][added: 2022.]

[removed: In addition, as] [added: As] of December 31, [removed: 2020,] [added: 2021,] we were involved as a principal [removed: (in most cases, co-investing with our clients)] in [removed: approximately 80 unconsolidated] [added: 26] real estate [removed: subsidiaries] [added: projects that were consolidated in our financial statements] with invested equity of [removed: $202.0] [added: $439.3] million and [removed: had committed additional capital to these] [added: co-invested with our clients in approximately 125] unconsolidated [added: real estate] subsidiaries [added: with invested equity] of [removed: $34.8] [added: $219.0] million.

[removed: Our continued success is highly dependent upon the efforts of our executive officers and other key employees,] 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.

Competition for [removed: these personnel] [added: employee talent] is [removed: significant] [added: intense] and [added: increasing and] we may not be able to successfully recruit, integrate or retain sufficiently qualified personnel.

We have more than [removed: 100,000] [added: 105,000] employees [added: (excluding Turner & Townsend employees)] as well as independent contractors working in over 100 countries.

This may include disruptions as a result of political instability, public health crises, attacks on our information technology systems, terrorist attacks, interruptions or delays in services from third-party data center hosting facilities or cloud computing platform providers, employee errors or malfeasance, building defects, utility [removed: outages] [added: outages, the effects of climate change] and natural disasters such as fires, earthquakes, floods and hurricanes.

The infrastructure disruptions we may experience as a result of such [removed: disasters] [added: events] could also disrupt our ability to manage real estate for clients or may adversely affect the value of our real estate investments in our investment management and development services businesses.

As a result, fires, earthquakes, floods, [added: hurricanes,] other natural disasters, building defects, terrorist attacks, mass shootings or infrastructure disruptions can result in significant loss of life or injury, and, to the extent we are held to have been negligent in connection with our management of the affected properties, we could incur significant financial liabilities and reputational harm.

As of December 31, [removed: 2020,] [added: 2021,] our total debt, excluding notes payable on real estate (which are generally non-recourse to us) and warehouse lines of credit (which are recourse only to our wholly-owned subsidiary, CBRE Capital Markets, and are secured by our related warehouse receivables), was [removed: $1.4] [added: $1.6] billion.

For the year ended December 31, [removed: 2020,] [added: 2021,] our interest expense was [removed: $82.9] [added: $68.3] million.

[removed: ◦plan] [added: - plan] for or react to market conditions;

[removed: ◦meet] [added: - meet] capital needs or otherwise restrict our activities or business plans; and

[removed: ◦finance] [added: - finance] ongoing operations, strategic acquisitions, investments or other capital needs or to engage in other business activities that would be in our interest, including:

Furthermore, while we have certain business interruption [added: and cyber] insurance coverage and various contractual arrangements that can serve to mitigate costs, damages and liabilities, any such event could result in substantial recovery and remediation costs and liability to customers, business partners and other third parties.

We have crises management, business continuity and disaster recovery plans and backup systems to reduce the potentially adverse effect of such events, but our disaster recovery planning may not be sufficient and cannot account for all eventualities, and a catastrophic event that results in the destruction or disruption of any of our data centers [added: and third-party cloud hosting providers] or our critical business or information technology systems could severely affect our ability to conduct normal business operations, and as a result, our future operating results could be materially adversely affected.

Although we and our vendors continue to implement new security measures and regularly conduct employee training, our information technology and infrastructure may nevertheless be vulnerable to cyberattacks by third [removed: parties or breached due to employee error, malfeasance or other disruptions.]

These laws and regulations are increasing in [added: severity,] complexity and number, change [removed: frequently] [added: frequently,] and increasingly conflict among the various countries in which we operate, which has resulted in greater compliance risk and cost for us.

We are subject to various litigation and regulatory risks and may face financial liabilities and/or damage to our reputation as a result of litigation or regulatory [added: investigations or] proceedings.

[added: Accordingly, an adverse result in a litigation against us, or a lawsuit that results in a substantial] legal liability for us (and particularly a lawsuit that is not insured), could have a disproportionate and material adverse effect on our business, financial condition and results of operations.

[removed: A number of our services, including] the services provided by our indirect wholly-owned subsidiaries, CBRE Capital Markets and CBRE [removed: Global Investors,] [added: Investment Management,] are subject to regulation by the SEC, Financial Industry Regulatory Authority (FINRA), or other self-regulatory organizations and state securities regulators and compliance failures or regulatory action could adversely affect our business.

We [removed: also] operate in many jurisdictions with complex and varied tax regimes and are subject to different forms of taxation resulting in a variable effective tax rate.

[removed: As a result, even] [added: Even] though a material misstatement was not identified in the GWS EMEA financial statements, it was determined that there was a reasonable possibility that a material misstatement in the GWS EMEA [removed: financial statements] [added: revenue & receivables, and journal entries] would not have been prevented or detected on a timely basis and, therefore, management concluded that our internal control over financial reporting was not effective as of December 31, [removed: 2020.][added: 2021.]

- our ability to [removed: retain] [added: retain, attract] and incentivize key personnel;

- our ability to comply with laws and regulations related to our global operations, including real estate licensure, tax, labor and employment laws and regulations, as well as [added: data privacy and protection regulations, and] the anti-corruption laws and trade sanctions of the U.S. and other countries;

- the effect of implementation of new accounting rules and standards or the impairment of our goodwill and intangible assets; [removed: and]

The Covid-19 pandemic has impacted our business operations, and the extent to which it will continue to do so and its impact on our future financial results are uncertain.

There has since been a sharp economic and commercial real estate recovery.

However, the pandemic has resulted in changes to the utilization of many types of commercial real estate.

For example, the Covid-19 pandemic has accelerated the adoption of hybrid and remote work schemes, which may lead to reduced corporate office space requirements in the future.

The Covid-19 pandemic has also fueled increased demand for logistics and distribution facilities.

These shifts in commercial utilization may have an adverse effect on portions of our business, while benefiting others.

For example, reduced office space requirements could negatively impact office sales and leasing, while higher demand for industrial and logistics properties could benefit industrial sales and leasing.

We would expect a similar shift to be reflected in other business lines as well should these structural demand shifts persist.

There can be no assurance, however, that any such beneficial demand shifts would be sufficient to substantially mitigate the adverse effects of such shifts on other portions of our business or the negative effects of the Covid-19 pandemic on our business, results of operations, and performance on a consolidated basis.

brand.

We had committed additional capital of $40.7 million to the unconsolidated subsidiaries and of $141.6 million to consolidated projects, as of December 31, 2021.

Our continued success is highly dependent upon the efforts of our executive officers and other key employees.

If we were to experience significant employee attrition or turnover, it could lead to increased recruitment and training costs as well as operating

inefficiencies that could adversely impact our results of operation.

parties or breached due to employee error, malfeasance or other disruptions.

Prolonged or complex investigations, even if they do not result in regulatory or other proceedings or adverse findings, may result in significant costs that may not be covered by insurance and in diversion of employee resources.

A number of our services, including

Exposure to additional tax liabilities and changes in tax laws and regulations or could adversely affect our financial results.

In addition, changes in tax laws or regulations, including developments arising from proposed U.S. tax legislation, the final form of which is uncertain and multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (OECD), increase tax uncertainty and could impact the company’s effective tax rate and provision for income taxes.

Given the unpredictability of possible further changes to and the potential interdependency of the United States or foreign tax laws and regulations, it is difficult to predict the cumulative effect of such tax laws and regulations on the company’s results of operations.

We made significant progress during the prior and the current fiscal year and remediated certain material weaknesses.

Risks Related to our Investments

We have equity investments in certain companies that we do not control, which subject us to risks related to their respective businesses.

As of December 31, 2021, we had $1.2 billion invested in unconsolidated subsidiaries that were accounted for under the cost method of accounting, equity method or fair value.

This included $368 million associated with our investment in Altus Power, Inc., which merged with a SPAC that we sponsored.

These investments are subject to risks related to the businesses in which we invest, which may be different than the risks inherent in our own business.

Factors beyond our control can significantly influence the value of these investments and may cause their fair value to decrease or adversely impact our ability to recognize a gain on such investments.

These factors include decisions made by management or controlling stockholders of such businesses, who may have interests different than those of CBRE, and instability in the capital markets.

Any of these factors, among others, could cause realized and/or unrealized losses in future periods, which could have an adverse effect on our financial condition and results of operations.

In the future, we may acquire more equity investments that are not consolidated and may sponsor additional SPACs, which could increase our exposure to the risks described above.

- the performance of our equity investments in companies we do not control; and

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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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.

We expect this impact to continue in 2021.

The continued spread of the Covid-19 pandemic may cause further economic weakness and may result in a general decline in the value of commercial real estate and in rents, which in turn may reduce our revenue from property commissions derived from property leasing, sales, valuation and financing, as well as property management fees and other fees and revenues, equity earnings and gains on asset sales associated with development or investment management activities.

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.

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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.

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

Numerous pieces of legislation seeking various types of changes designed to reform the GSEs and the U.S. housing finance system have been introduced in Congress including among other things, changes to the role the GSEs play in the U.S. housing finance system and the winding down or conservatorship of Fannie Mae and Freddie Mac over a period of years.

Legislation that curtails the GSEs’ activities and/or alters the structure or existence of the GSEs, if enacted, may result in a significant decrease in our loan origination and servicing revenue and could have a material impact on our loan origination and servicing business.

As an approved seller/servicer for the GSEs, we are required to comply with various eligibility criteria and are required to originate and service loans in accordance with their individual program requirements.

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.

We may need to secure additional sources of financing in order to satisfy our forbearance and loss sharing/repurchase obligations under these programs.

We cannot make any assurances that such financing would be available on attractive terms, if at all.

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

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As of December 31, 2020, we had 21 real estate projects consolidated in our financial statements.

As of December 31, 2020, we also had letters of credit of $15.0 million in our U.K. development business, which relate to our share of certain cost overrun of unconsolidated subsidiaries, as well as guaranteed outstanding notes payable of these unconsolidated subsidiaries in our U.S. development business with outstanding balances of $7.5 million.

[removed: The following discussion and analysis of our financial condition and results of operations] [added: This MD&A] 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, [removed: 2018] [added: 2019] and comparisons between the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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 [removed: March 2, 2020.][added: February 24, 2021.]

We are the world’s largest commercial real estate services and investment firm, based on [removed: 2020] [added: 2021] revenue, with leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses.

As of December 31, [removed: 2020,] [added: 2021,] the company has more than [removed: 100,000] [added: 105,000] employees (excluding [removed: affiliates)] [added: Turner & Townsend employees)] serving clients in more than 100 countries.

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

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

For occupiers, [removed: we provide] [added: our services include] facilities management, project management, transaction (both property sales and leasing) and consulting services, among others.

We provide services under the following brand names: “CBRE” (real estate advisory and outsourcing services); “CBRE [removed: Global Investors”] [added: Investment Management”] (investment management); “Trammell Crow Company” (U.S. development); “Telford Homes” (U.K. [removed: development)] [added: development);] and [removed: “Hana” (flexible-space solutions).][added: “Turner & Townsend Holdings Limited”.]

Our revenue mix has [removed: shifted toward more] [added: become heavily weighted towards] stable revenue sources, particularly occupier outsourcing, [removed: and] [added: with] our dependence on highly cyclical property sales and lease transaction revenue [removed: has declined markedly over the past decade.][added: declining markedly.]

We generate revenue from both [removed: management fees] [added: stable, recurring] (large multi-year portfolio and [removed: per-project] [added: per project] contracts) and [added: more cyclical, non-recurring sources, including] commissions on transactions.

In [removed: 2020,] [added: 2021,] we generated revenue from a highly diversified base of clients, including more than [removed: 90] [added: 93] of the *Fortune* 100 companies.

We have been an S&P 500 company since 2006 and in [removed: 2020] [added: 2021] we were ranked [removed: #128] [added: #122] on the *Fortune* 500.

We have been voted the most recognized commercial real estate brand in the Lipsey Company survey for [removed: 20] [added: 21] years in a row (including 2021).

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

[removed: Goodwill] [added: Business Combinations, Goodwill] and Other Intangible 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: Financial Accounting Standards Board (FASB)] ASC Topic 350, “*Intangibles – Goodwill and Other*” (Topic 350).

While we believe the resulting tax balances as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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.

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

[removed: However, to date, we] [added: We] believe that [added: our business has significant inherent protections against inflation, and to date,] general inflation has not had a material impact upon our operations.

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

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 [removed: performance, and then have restored certain expenses as economic conditions improved.][added: performance.]

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

As of December 31, [removed: 2020,] [added: 2021,] we have accrued deferred purchase [removed: consideration] [added: and contingent considerations] totaling [removed: $82.5] [added: $630.1] million, which is included in “Accounts payable and accrued expenses” and in “Other long-term liabilities” in the accompanying consolidated balance sheets set forth in Item 8 of this Annual Report.

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

Our businesses could [removed: also] suffer from [added: the effects of public health crises (such as the ongoing Covid-19 pandemic),] 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.

During the year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 44%] [added: 43%] of our revenue was transacted in foreign currencies.

The following table sets forth our revenue derived from our most significant currencies [removed: (U.S. dollars] [added: (dollars] in thousands):

| United States dollar | | | $ | [removed: 13,472,013] [added: 15,700,279] | | | | | [removed: 56.5] [added: 56.6] | | % | | | | $ | [removed: 13,852,018] [added: 13,472,013] | | | | | [removed: 58.0] [added: 56.5] | | % |

| British pound sterling | | | [removed: 3,083,810] [added: 3,617,504] | | | | | | 13.0 | | % | | | | [removed: 2,972,704] [added: 3,083,810] | | | | | | [removed: 12.5] [added: 13.0] | | % |

| euro | | | [removed: 2,612,421] [added: 2,840,203] | | | | | | [removed: 11.0] [added: 10.2] | | % | | | | [removed: 2,492,952] [added: 2,612,421] | | | | | | [removed: 10.4] [added: 11.0] | | % |

| Canadian dollar | | | [removed: 788,497] [added: 1,068,838] | | | | | | [removed: 3.3] [added: 3.9] | | % | | | | [removed: 774,825] [added: 788,497] | | | | | | [removed: 3.2] [added: 3.3] | | % |

| Indian rupee | | | [removed: 469,977] [added: 454,859] | | | | | | [removed: 2.0] [added: 1.6] | | % | | | | [removed: 503,630] [added: 469,977] | | | | | | [removed: 2.1] [added: 2.0] | | % |

| Australian dollar | | | [removed: 417,060] [added: 613,847] | | | | | | [removed: 1.8] [added: 2.2] | | % | | | | [removed: 453,847] [added: 417,060] | | | | | | [removed: 1.9] [added: 1.8] | | % |

| Chinese yuan | | | [removed: 387,099] [added: 475,185] | | | | | | [removed: 1.6] [added: 1.7] | | % | | | | [removed: 349,762] [added: 387,099] | | | | | | [removed: 1.5] [added: 1.6] | | % |

| Japanese yen | | | [removed: 341,447] [added: 373,828] | | | | | | [removed: 1.4] [added: 1.3] | | % | | | | [removed: 325,558] [added: 341,447] | | | | | | 1.4 | | % |

| Swiss franc | | | [removed: 334,558] [added: 391,062] | | | | | | 1.4 | | % | | | | [removed: 194,354] [added: 334,558] | | | | | | [removed: 0.8] [added: 1.4] | | % |

| Singapore dollar | | | [removed: 259,721] [added: 309,376] | | | | | | 1.1 | | % | | | | [removed: 300,116] [added: 259,721] | | | | | | [removed: 1.3] [added: 1.1] | | % |

| Other currencies (1) | | | [removed: 1,659,592] [added: 1,901,055] | | | | | | [removed: 6.9] [added: 7.0] | | % | | | | [removed: 1,674,325] [added: 1,659,592] | | | | | | 6.9 | | % |

| Total revenue | | | $ | [removed: 23,826,195] [added: 27,746,036] | | | | | 100.0 | | % | | | | $ | [removed: 23,894,091] [added: 23,826,195] | | | | | 100.0 | | % |

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide the reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect future results.

During 2020, CBRE sponsored a special purpose acquisition company, or SPAC, CBRE Acquisition Holdings, Inc., which merged with and into Altus Power, Inc., a leading provider of solar energy for commercial and industrial properties.

Altus Power Inc. (Altus) began trading on the New York Stock Exchange (NYSE) on December 10, 2021 under the ticker symbol “AMPS.”

Deferred consideration arrangements granted in connection with a business combination are evaluated to determine whether all or a portion is, in substance, additional purchase price or compensation for services.

Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred.

The SEC issued Release No. 33-10890 “Management’s Discussion and Analysis, Selected Financial Data, Supplementary Financial Information” which became fully effective on August 9, 2021.

This release was adopted to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K.

Specifically, the requirement for Selected Financial Data was eliminated, the requirement to disclose Supplementary Financial Information was streamlined, and certain elements of required MD&A disclosures were amended.

These amendments are intended to eliminate duplicative disclosures and modernize and enhance MD&A disclosures for the benefit of investors, while simplifying compliance efforts for registrants.

With our adoption of this release, we have applied the required amendments where applicable to form 10-K for the year ended December 31, 2021.

For example, input costs for construction materials in our development business have increased as a result of inflation related to supply chain issues and worker shortages, respectively.

However, these increases have been more than offset by rising property values.

The company continues to monitor inflation, potential monetary policy changes in response to high inflation and potentially adverse effects to our business from either higher inflation or interest rates, or both.

We also believe that we have significantly improved the resiliency of our business through a four-dimension diversification strategy that expanded the business strategically across asset types, clients, geographies and lines of business.

On November 1, 2021, we acquired a 60% controlling ownership interest in Turner & Townsend Holdings Limited (Turner & Townsend).

We believe that this partnership will help us advance our diversification strategy across four dimensions including asset types, lines of business, clients, and geographies.

Turner & Townsend is a leading professional services company specializing in program management, project management, cost and commercial management and advisory services across the real estate, infrastructure and natural resources sectors, and is consolidated and reported in our Global Workplace Solutions segment.

Turner & Townsend was acquired for £960.0 million, or $1.3 billion along with the acquisition of $44.0 million (£32.2 million) in cash.

The Turner & Townsend Acquisition was funded with cash on hand and gross deferred purchase consideration of $591.2 million (£432.0 million).

In early 2022, we acquired a Spanish project management company.

During 2021, we completed eight in-fill acquisitions: a U.S. firm that provides construction and project management services, a professional service advisory firm in Australia, a U.S. firm focused on investment banking and investment sales in the global gaming real estate market, a leading facilities management firm in the Netherlands, a workplace interior design and project management company in Singapore, a property management firm in France, a residential brokerage in the Netherlands, and an occupancy management company based in the U.S.

Also, during 2021, we made an incremental investment in Industrious, a leading provider of premium flexible workplace solutions in the U.S., bringing its current non-controlling ownership stake to 40%.

As part of this investment, we contributed Hana, our legacy flexible office space business, into Industrious.

During the fourth quarter of 2021, our company-sponsored SPAC merged with and into Altus Power, Inc. Our investment in common shares of Altus and related interests were approximately $368 million at December 31, 2021.

| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| | | | 2021 | | | | | | | | | | | | 2020 (1) | | | | | | | | |

| Net revenue: | | | | | | | | | | | | | | | | | | | | | | | |

| Facilities management | | | $ | 4,872,230 | | | | | 17.6 | | % | | | | $ | 4,489,972 | | | | | 18.9 | | % |

| Property management | | | 1,691,948 | | | | | | 6.1 | | % | | | | 1,618,565 | | | | | | 6.8 | | % |

| Project management | | | 1,537,215 | | | | | | 5.5 | | % | | | | 1,322,267 | | | | | | 5.5 | | % |

| Valuation | | | 733,523 | | | | | | 2.6 | | % | | | | 614,158 | | | | | | 2.6 | | % |

| Advisory leasing | | | 3,306,548 | | | | | | 11.9 | | % | | | | 2,460,392 | | | | | | 10.3 | | % |

| Advisory sales | | | 2,789,573 | | | | | | 10.1 | | % | | | | 1,663,959 | | | | | | 7.0 | | % |

| Corporate, other and eliminations | | | (20,356) | | | | | | 0.0 | | % | | | | (27,930) | | | | | | (0.1) | | % |

| Total net revenue | | | 17,009,501 | | | | | | 61.3 | | % | | | | 13,790,373 | | | | | | 57.9 | | % |

| Pass through costs also recognized as revenue | | | 10,736,535 | | | | | | 38.7 | | % | | | | 10,035,822 | | | | | | 42.1 | | % |

| Consolidated Adjusted EBITDA (2) | | | $ | 3,074,412 | | | | | 11.1 | | % | | | | $ | 1,896,264 | | | | | 8.0 | | % |

| Adjusted EBITDA attributable to non-controlling interests (2) | | | $ | 13,435 | | | | | | | | | | | $ | 3,879 | | | | | | | |

| Adjusted EBITDA attributable to CBRE Group, Inc. (2) | | | $ | 3,060,977 | | | | | | | | | | | $ | 1,892,385 | | | | | | | |

_______________________________

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.”

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On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was signed into law making significant changes to the Internal Revenue Code, including a decrease to the U.S. corporate tax rate from 35% to 21% and a one-time transition tax (i.e. toll charge or, the Transition Tax) on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.

We are paying the federal tax liability for the Transition Tax in annual interest-free installments over a period of eight years through 2025 as allowed by the Tax Act.

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.

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From 2010 to early 2020, commercial real estate markets had generally been characterized by increased demand for space, falling vacancies, higher rents and strong capital flows, leading to solid property sales and leasing activity.

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.

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

Most recently, we acquired Telford Homes Plc (Telford), a leading developer of multifamily residential properties in the London area, in October 2019.

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

In June 2018, we acquired 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.

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.

During 2019, in addition to the Telford strategic acquisition, we completed eight in-fill acquisitions: a leading advanced analytics software company based in the U.K., a commercial and residential real estate appraisal firm 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 U.K.

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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.

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.

| | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | |

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| | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | |

| Fee revenue: | | | | | | | | | | | | | | | | | | | | | | | |

| Global workplace solutions | | | $ | 3,307,083 | | | | | 13.9 | | % | | | | $ | 3,126,931 | | | | | 13.1 | | % |

| Property and advisory project management | | | 1,257,569 | | | | | | 5.3 | | % | | | | 1,259,222 | | | | | | 5.3 | | % |

As of December 31, [removed: 2020,] [added: 2021,] we do not have any outstanding interest rate swap agreements.

The estimated fair value of our senior term loans was approximately [removed: $772.2] [added: $451.8] million at December 31, [removed: 2020.][added: 2021.]

Based on dealers’ quotes, the estimated fair value of our 4.875% [added: and 2.500%] senior notes was [removed: $702.5] [added: $671.7] million [added: and $502.1 million, respectively,] at December 31, [removed: 2020.][added: 2021.]

If interest rates were to increase 100 basis points on our outstanding variable rate debt at December 31, [removed: 2020,] [added: 2021,] the net impact of the additional interest cost would be a decrease of [removed: $7.5] [added: $4.6] million on pre-tax income and a decrease of [removed: $7.5] [added: $4.6] million in cash provided by operating activities for the year ended December 31, [removed: 2020.][added: 2021.]

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We are the world’s largest commercial real estate services and investment firm, based on [removed: 2020] [added: 2021] revenue, with leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses.

As of December 31, [removed: 2020,] [added: 2021,] the company has more than [removed: 100,000] [added: 105,000] employees (excluding [removed: affiliates)] [added: Turner & Townsend Holdings Limited employees)] serving clients in more than 100 countries.

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

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

For occupiers, [removed: we provide] [added: our services include] facilities management, project management, transaction (both property sales and leasing) and consulting services, among others.

We provide services under the following brand names: “CBRE” (real estate advisory and outsourcing services); “CBRE [removed: Global Investors”] [added: Investment Management”] (investment management); “Trammell Crow Company” (U.S. development); “Telford Homes” (U.K. [removed: development)] [added: development);] and [removed: “Hana” (flexible-space solutions).][added: “Turner & Townsend Holdings Limited”.]

Our revenue mix has [removed: shifted toward more] [added: become heavily weighted towards] stable revenue sources, particularly occupier outsourcing, [removed: and] [added: with] our dependence on highly cyclical property sales and lease transaction revenue [removed: has declined markedly over the past decade.][added: declining markedly.]

We generate revenue from both [removed: management fees] [added: stable, recurring] (large multi-year portfolio and [removed: per-project] [added: per project] contracts) and [added: more cyclical, non-recurring sources, including] commissions on transactions.

In [removed: 2020,] [added: 2021,] we generated revenue from a highly diversified base of clients, including more than [removed: 90] [added: 93] of the *Fortune* 100 companies.

We have been an S&P 500 company since 2006 and in [removed: 2020] [added: 2021] we were ranked [removed: #128] [added: #122] on the *Fortune* 500.

We have been voted the most recognized commercial real estate brand in the Lipsey Company survey for [removed: 20] [added: 21] years in a row (including [removed: 2021).][added: 2022).]

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

We will mark our [removed: 115th] [added: 116th] year of continuous operations in [removed: 2021,] [added: 2022,] 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: 2020] [added: 2021] revenue) through organic growth and strategic [removed: acquisitions.][added: acquisitions, including our recent acquisition of a majority interest in Turner & Townsend Holdings Limited (Turner & Townsend), which closed in November 2021.]

CBRE Services, Inc., our direct [removed: wholly-owned] [added: wholly owned] subsidiary, is also a holding company and is the primary obligor or issuer with respect to most of our long-term indebtedness.

We report our operations through [removed: the following] [added: three] business segments: (1) Advisory Services, (2) Global Workplace Solutions and (3) Real Estate Investments.

Advisory Services provides a comprehensive range of services globally, including property leasing, property sales, mortgage services, property [removed: management, project] management and valuation.

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

In [removed: 2020,] [added: 2021,] we negotiated leases valued at [removed: approximately $108.5] [added: more than $140.0] billion globally.

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

During [removed: 2020,] [added: 2021,] we closed approximately [removed: $234.8] [added: $477.8] billion of capital markets transactions globally, including [removed: $181.6] [added: $388.7] billion of property sales transactions and [removed: $53.2] [added: $89.1] billion of mortgage originations and loan sales.

In the U.S., we accounted for approximately [removed: 17%] [added: 16.3%] of investment sales transactions greater than $2.5 million across all property types in [removed: 2020,] [added: 2021,] according to Real Capital Analytics.

Globally, our loan origination and sales volume in [removed: 2020] [added: 2021] was [removed: $53.2] [added: $89.1] billion, including approximately [removed: $21.4] [added: $16.8] billion for U.S. GSEs.

We also oversee a loan servicing portfolio, which totaled approximately [removed: $268.6] [added: $329.7] billion globally at year-end [removed: 2020.][added: 2021.]

*Property [removed: and Project] Management Services*

These services include [removed: construction management,] marketing, building engineering, [added: lease administration,] accounting and financial services.

As of December 31, [removed: 2020,] [added: 2021,] we managed 2.7 billion square feet of properties globally for property owners/investors.

Project management services [removed: are] [added: can be] provided [added: on a one-off or programmatic basis] to owners, investors and occupiers of real estate in local markets.

[removed: While] [added: Effective January 1, 2021, lease and sales transaction revenue and expenses were fully reported under] the [removed: majority of our] [added: Advisory Services segment and] project management revenue [removed: is] [added: and expenses were fully] reported [removed: in our] [added: under the] Global Workplace Solutions [removed: segment, we also report one-off and non-contractual project management revenue in our Advisory Services] segment.

During [removed: 2020,] [added: 2021,] we completed over [removed: 200,800] [added: 564,800] valuation, appraisal and advisory assignments, [removed: excluding] [added: including] residential valuations in Asia Pacific.

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

As of December 31, [removed: 2020,] [added: 2021,] we managed approximately [removed: 4.3] [added: 4.4] billion square feet of facilities on behalf of occupiers.

In [removed: 2020,] [added: 2021,] we were responsible for implementing project management contracts valued at approximately [removed: $93.0 billion.][added: $133.0 billion, excluding Turner & Townsend.]

Real Estate Investments includes: (i) investment management services provided globally; (ii) development services in the [removed: U.S. and] [added: U.S.,] United Kingdom [removed: (U.K.);] [added: (U.K.)] and [added: Continental Europe; and] (iii) [added: legacy] flexible office space solutions.

Investment management services are conducted through our indirect wholly-owned subsidiary, CBRE [removed: Global Investors,] [added: Investment Management,] LLC (CBRE [removed: Global Investors)] [added: Investment Management)] and its global affiliates.

CBRE [removed: Global Investors] [added: Investment Management] provides investment management services to pension funds, insurance companies, sovereign wealth funds, foundations, endowments and other institutional investors seeking to generate returns and diversification through investment in real assets such as real estate, infrastructure, master limited partnerships and other assets.

In some strategies, CBRE [removed: Global Investors] [added: Investment Management] and its investment teams co-invest with its limited partners.

CBRE [removed: Global Investors’] [added: Investment Management’s] offerings are organized into five primary categories: (1) direct real estate investments through sponsored funds; (2) direct real estate investments through separate accounts; (3) indirect real estate and infrastructure investments through listed securities; (4) indirect real estate, infrastructure and private equity investments through multi-manager investment programs; and (5) credit investments backed by real estate through sponsored funds, separate accounts or pooled strategies.

Assets under management (AUM) totaled [removed: $122.7] [added: $141.9] billion at December 31, [removed: 2020] [added: 2021] as compared to [removed: $112.9] [added: $122.7] billion at December 31, [removed: 2019,] [added: 2020,] an increase of [removed: $9.8] [added: $19.2] billion [removed: ($5.2] [added: ($22.6] billion in local currency).

Development services are conducted through our indirect wholly-owned subsidiary Trammell Crow Company, LLC, which provides commercial real estate development services in the U.S., [added: U.K.,] and [added: Continental Europe, and] Telford Homes [removed: Plc,] [added: Plc (Telford),] a developer of residential multi-family properties in the U.K.

During 2020, CBRE sponsored a special purpose acquisition company, or SPAC, CBRE Acquisition Holdings, Inc., which merged with and into Altus Power, Inc., a leading provider of solar energy for commercial and industrial properties.

Altus Power Inc. (Altus) began trading on the New York Stock Exchange (NYSE) on December 10, 2021 under the ticker symbol “AMPS.”

Effective January 1, 2021, we established a new measurement of profit and loss at the business segment level known as segment operating profit.

This measure isolates activities not attributed to our core business which are now reported in a “Corporate, other and elimination” segment.

Our Corporate segment primarily consists of corporate headquarters costs for executive officers and certain other central functions.

We track our strategic non-core non-controlling equity investments in “other” which is considered an operating segment and reported together with Corporate as it does not meet the aggregation criteria for presentation as a separate reportable segment.

These activities are not allocated to the other business segments.

Corporate and other also includes eliminations related to inter-segment revenue.

Prior to 2021, these revenues were split between the Global Workplace Solutions and the Advisory Services segments.

We provide property sales and mortgage services, which are closely integrated to meet marketplace demand for comprehensive capital markets solutions.

There is also significant cross selling of account-based Advisory services, particularly leasing, property sales and portfolio administration, for Global Workplace Solutions clients.

These are referred to as cost-plus contracts.

Our facilities management services are managed across three sub-lines of business – enterprise, local and data center services – by client type.

Cost-plus contracts are most common for enterprise customers while fixed-price contracts predominate for local clients.

On November 1, 2021 we acquired a 60% ownership interest in Turner & Townsend Holdings Limited, a global professional services company specializing in program management, project management, and cost consulting across the commercial real estate, infrastructure and natural resources sectors.

Turner & Townsend complements our existing project management services for clients.

Turner & Townsend’s financial results, from the date of acquisition, are consolidated in our Global Workplace Solutions segment.

Increasingly, real estate assets we are developing through our development services business are being placed into investment management strategies creating greater operational synergies among the Real Estate Investments businesses.

*Legacy Flexible-Space Solution Provider*

We operated our former flexible-office-space solutions business, CBRE Hana, LLC (Hana) for the first three months of 2021.

In the second quarter of 2021, CBRE increased its ownership interest in Industrious National Management Company LLC (Industrious), which is reported in our Advisory Services segment, to 40%.

As part of this transaction, Hana was integrated into Industrious.

CBRE retains responsibility for the performance of certain legacy Hana units, the results of which were consolidated into the Real Estate Investments segment in 2021.

People are at the center of our strategy to deliver measurably superior outcomes for clients, and therefore we place a high priority on attracting, retaining and developing the best talent.

CBRE is committed to increasing the diversity of our workforce and strengthening an inclusive culture where everyone is valued and supported in achieving their full potential.

We have many programs and initiatives focused on driving these outcomes.

These include deploying a global unconscious bias training program and enacting a policy that focuses on having a diverse talent pool and a diverse panel to interview prospective candidates.

We exceeded our goal, announced in 2020, of spending $1 billion with diverse suppliers in 2021 and are on course to lift that annual spend to $3 billion by 2025.

Also, as part of our community impact initiative, announced in 2021, we made significant financial contributions to eight non-profit organizations that are helping to improve education and career development opportunities for people from diverse and disadvantaged communities.

We are also committed to stepping up our volunteerism with these organizations in 2022 and beyond.

These efforts will help to build the pipeline of diverse talent well into the future.

Our employee business resource groups are an essential element of our DE&I activities, facilitating career and professional development and networking opportunities.

We publicly report demographics, including diversity data, for our U.S. workforce annually in our Corporate Responsibility Report.

In 2021, we hosted our annual globally coordinated Safety and Wellbeing Week, themed “Connect with Purpose”.

We also have the “Be Well” campaign, focused on supporting employee well-being through benefits enhancements, awareness campaigns, podcast series, and engagement programs that received external recognition.

In 2021, the CBRE Foundation launched fund-raising programs to assist the victims of the earthquake in Haiti and the tornados in the U.S. Midwest.

Recently, CBRE and the CBRE Foundation, a non-profit public-benefit corporation, announced a community impact initiative whereby the company donated $7.25 million to non-profit organizations engaged in combating climate change around the world, improving education and career development opportunities for racial minorities and disadvantaged populations, and supporting community betterment initiatives in our global headquarters city of Dallas.

*Environmental Sustainability*

We have developed measurable environmental and sustainability goals for 2035, grounded in science and an assessment of where our operations have the most significant impact on the environment, as well as the areas where we can most effectively mitigate that impact.

These include goals to reduce Scope 1 and 2 greenhouse gas emissions 68% from the 2019 base year.

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.”

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While the majority of our leasing revenue is reported in the Advisory Services segment, we 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 offer clients property sales and mortgage services.

The close integration of these services helps to meet marketplace demand for comprehensive capital markets solutions.

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Revenues from project management services generally include fixed management fees, variable fees and incentive fees if certain agreed-upon performance targets are met.

Revenues from project management may also include reimbursement of payroll and related costs for personnel providing the services and subcontracted vendor costs.

In 2020, project management revenue in our Advisory Services segment represented approximately 31% of total project management revenue for CBRE.

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Project management services are typically provided on a portfolio-wide or programmatic basis.

While the majority of our project management revenue is reported in our Global Workplace Solutions segment, as previously mentioned, we also report project management revenue in our Advisory Services segment.

In 2020, project management revenue in our Global Workplace Solutions segment represented approximately 69% of total project management revenue for CBRE.

*Transaction Services*

We provide strategic advice and execution for occupiers of real estate in connection with the leasing, sale or acquisition of office, industrial and retail space.

Within the Global Workplace Solutions business, transaction services are performed for account-based clients, often as a key part of an integrated suite of commercial real estate services (with leasing being the most meaningful revenue stream included in our Global Workplace Solutions revenue).

In 2020, leasing revenue included in our Global Workplace Solutions revenue represented approximately 2% of global leasing revenue for CBRE.

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

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

Telford Homes is a developer of residential-led, mixed-use sites in locations across London, where the need for homes exceeds supply.

In recent years, Telford has undertaken a strategic shift to focus on the growing build-to-rent/multifamily market and is pursuing such opportunities with a number of third-party investors.

*Flexible-Space Solutions*

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.

Hana helps institutional property owners meet the rapidly growing demand from real estate occupiers for flexible office space solutions.

Some of these firms may have greater financial resources than we do.

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

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.

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

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.

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

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

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was [removed: $14.6] [added: $27.8] billion based upon the last sales price on June 30, [removed: 2020] [added: 2021] on the New York Stock Exchange of [removed: $45.22] [added: $85.73] for the registrant’s Class A Common Stock.

As of February [removed: 18, 2021,] [added: 17, 2022,] the number of shares of Class A Common Stock outstanding was [removed: 335,597,172.][added: 332,322,579.]

Portions of the proxy statement for the registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be held May [removed: 20, 2021] [added: 18, 2022] are incorporated by reference in Part III of this Annual Report on Form 10-K.

| [Item [removed: 1.](#ic1191a4805e54cfb87531a39cac926a0_13)] [added: 1.](#i36695dc5143241f795c32e47bf5f4b3d_13)] | | | [removed: [Business](#ic1191a4805e54cfb87531a39cac926a0_13)] [added: [Business](#i36695dc5143241f795c32e47bf5f4b3d_13)] | | | [removed: [1](#ic1191a4805e54cfb87531a39cac926a0_13)] [added: [1](#i36695dc5143241f795c32e47bf5f4b3d_13)] | | |

| [Item [removed: 1A.](#ic1191a4805e54cfb87531a39cac926a0_16)] [added: 1A.](#i36695dc5143241f795c32e47bf5f4b3d_52)] | | | [Risk [removed: Factors](#ic1191a4805e54cfb87531a39cac926a0_16)] [added: Factors](#i36695dc5143241f795c32e47bf5f4b3d_52)] | | | [removed: [9](#ic1191a4805e54cfb87531a39cac926a0_16)] [added: [10](#i36695dc5143241f795c32e47bf5f4b3d_52)] | | |

| [Item [removed: 1B.](#ic1191a4805e54cfb87531a39cac926a0_19)] [added: 1B.](#i36695dc5143241f795c32e47bf5f4b3d_55)] | | | [Unresolved Staff [removed: Comments](#ic1191a4805e54cfb87531a39cac926a0_19)] [added: Comments](#i36695dc5143241f795c32e47bf5f4b3d_55)] | | | [removed: [26](#ic1191a4805e54cfb87531a39cac926a0_19)] [added: [25](#i36695dc5143241f795c32e47bf5f4b3d_55)] | | |

| [Item [removed: 2.](#ic1191a4805e54cfb87531a39cac926a0_22)] [added: 2.](#i36695dc5143241f795c32e47bf5f4b3d_58)] | | | [removed: [Properties](#ic1191a4805e54cfb87531a39cac926a0_22)] [added: [Properties](#i36695dc5143241f795c32e47bf5f4b3d_58)] | | | [removed: [26](#ic1191a4805e54cfb87531a39cac926a0_22)] [added: [25](#i36695dc5143241f795c32e47bf5f4b3d_58)] | | |

| [Item [removed: 3.](#ic1191a4805e54cfb87531a39cac926a0_25)] [added: 3.](#i36695dc5143241f795c32e47bf5f4b3d_61)] | | | [Legal [removed: Proceedings](#ic1191a4805e54cfb87531a39cac926a0_25)] [added: Proceedings](#i36695dc5143241f795c32e47bf5f4b3d_61)] | | | [removed: [26](#ic1191a4805e54cfb87531a39cac926a0_25)] [added: [25](#i36695dc5143241f795c32e47bf5f4b3d_61)] | | |

| [Item [removed: 4.](#ic1191a4805e54cfb87531a39cac926a0_28)] [added: 4.](#i36695dc5143241f795c32e47bf5f4b3d_64)] | | | [Mine Safety [removed: Disclosures](#ic1191a4805e54cfb87531a39cac926a0_28)] [added: Disclosures](#i36695dc5143241f795c32e47bf5f4b3d_64)] | | | [removed: [26](#ic1191a4805e54cfb87531a39cac926a0_28)] [added: [25](#i36695dc5143241f795c32e47bf5f4b3d_64)] | | |

| [Item [removed: 5.](#ic1191a4805e54cfb87531a39cac926a0_34)] [added: 5.](#i36695dc5143241f795c32e47bf5f4b3d_70)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic1191a4805e54cfb87531a39cac926a0_34)] [added: Securities](#i36695dc5143241f795c32e47bf5f4b3d_70)] | | | [removed: [27](#ic1191a4805e54cfb87531a39cac926a0_34)] [added: [26](#i36695dc5143241f795c32e47bf5f4b3d_70)] | | |

| [Item [removed: 7.](#ic1191a4805e54cfb87531a39cac926a0_40)] [added: 7.](#i36695dc5143241f795c32e47bf5f4b3d_79)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic1191a4805e54cfb87531a39cac926a0_40)] [added: Operations](#i36695dc5143241f795c32e47bf5f4b3d_79)] | | | [removed: [33](#ic1191a4805e54cfb87531a39cac926a0_40)] [added: [29](#i36695dc5143241f795c32e47bf5f4b3d_79)] | | |

| [Item [removed: 7A.](#ic1191a4805e54cfb87531a39cac926a0_70)] [added: 7A.](#i36695dc5143241f795c32e47bf5f4b3d_142)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic1191a4805e54cfb87531a39cac926a0_70)] [added: Risk](#i36695dc5143241f795c32e47bf5f4b3d_142)] | | | [removed: [53](#ic1191a4805e54cfb87531a39cac926a0_70)] [added: [51](#i36695dc5143241f795c32e47bf5f4b3d_142)] | | |

| [Item [removed: 8.](#ic1191a4805e54cfb87531a39cac926a0_73)] [added: 8.](#i36695dc5143241f795c32e47bf5f4b3d_145)] | | | [Financial Statements and Supplementary [removed: Data](#ic1191a4805e54cfb87531a39cac926a0_73)] [added: Data](#i36695dc5143241f795c32e47bf5f4b3d_145)] | | | [removed: [54](#ic1191a4805e54cfb87531a39cac926a0_73)] [added: [52](#i36695dc5143241f795c32e47bf5f4b3d_145)] | | |

| [Item [removed: 9.](#ic1191a4805e54cfb87531a39cac926a0_220)] [added: 9.](#i36695dc5143241f795c32e47bf5f4b3d_337)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ic1191a4805e54cfb87531a39cac926a0_220)] [added: Disclosure](#i36695dc5143241f795c32e47bf5f4b3d_337)] | | | [removed: [116](#ic1191a4805e54cfb87531a39cac926a0_220)] [added: [115](#i36695dc5143241f795c32e47bf5f4b3d_337)] | | |

| [Item [removed: 9A.](#ic1191a4805e54cfb87531a39cac926a0_223)] [added: 9A.](#i36695dc5143241f795c32e47bf5f4b3d_340)] | | | [Controls and [removed: Procedures](#ic1191a4805e54cfb87531a39cac926a0_223)] [added: Procedures](#i36695dc5143241f795c32e47bf5f4b3d_340)] | | | [removed: [116](#ic1191a4805e54cfb87531a39cac926a0_223)] [added: [115](#i36695dc5143241f795c32e47bf5f4b3d_340)] | | |

| [Item [removed: 9B.](#ic1191a4805e54cfb87531a39cac926a0_226)] [added: 9B.](#i36695dc5143241f795c32e47bf5f4b3d_343)] | | | [Other [removed: Information](#ic1191a4805e54cfb87531a39cac926a0_226)] [added: Information](#i36695dc5143241f795c32e47bf5f4b3d_343)] | | | [removed: [119](#ic1191a4805e54cfb87531a39cac926a0_226)] [added: [117](#i36695dc5143241f795c32e47bf5f4b3d_343)] | | |

| [Item [removed: 10.](#ic1191a4805e54cfb87531a39cac926a0_232)] [added: 10.](#i36695dc5143241f795c32e47bf5f4b3d_349)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic1191a4805e54cfb87531a39cac926a0_232)] [added: Governance](#i36695dc5143241f795c32e47bf5f4b3d_349)] | | | [removed: [120](#ic1191a4805e54cfb87531a39cac926a0_232)] [added: [118](#i36695dc5143241f795c32e47bf5f4b3d_349)] | | |

| [Item [removed: 11.](#ic1191a4805e54cfb87531a39cac926a0_235)] [added: 11.](#i36695dc5143241f795c32e47bf5f4b3d_352)] | | | [Executive [removed: Compensation](#ic1191a4805e54cfb87531a39cac926a0_235)] [added: Compensation](#i36695dc5143241f795c32e47bf5f4b3d_352)] | | | [removed: [120](#ic1191a4805e54cfb87531a39cac926a0_235)] [added: [118](#i36695dc5143241f795c32e47bf5f4b3d_352)] | | |

| [Item [removed: 12.](#ic1191a4805e54cfb87531a39cac926a0_238)] [added: 12.](#i36695dc5143241f795c32e47bf5f4b3d_355)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic1191a4805e54cfb87531a39cac926a0_238)] [added: Matters](#i36695dc5143241f795c32e47bf5f4b3d_355)] | | | [removed: [120](#ic1191a4805e54cfb87531a39cac926a0_238)] [added: [118](#i36695dc5143241f795c32e47bf5f4b3d_355)] | | |

| [Item [removed: 13.](#ic1191a4805e54cfb87531a39cac926a0_241)] [added: 13.](#i36695dc5143241f795c32e47bf5f4b3d_358)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic1191a4805e54cfb87531a39cac926a0_241)] [added: Independence](#i36695dc5143241f795c32e47bf5f4b3d_358)] | | | [removed: [120](#ic1191a4805e54cfb87531a39cac926a0_241)] [added: [118](#i36695dc5143241f795c32e47bf5f4b3d_358)] | | |

| [Item [removed: 14.](#ic1191a4805e54cfb87531a39cac926a0_244)] [added: 14.](#i36695dc5143241f795c32e47bf5f4b3d_361)] | | | [Principal Accounting Fees and [removed: Services](#ic1191a4805e54cfb87531a39cac926a0_244)] [added: Services](#i36695dc5143241f795c32e47bf5f4b3d_361)] | | | [removed: [120](#ic1191a4805e54cfb87531a39cac926a0_244)] [added: [118](#i36695dc5143241f795c32e47bf5f4b3d_361)] | | |

| [Item [removed: 15.](#ic1191a4805e54cfb87531a39cac926a0_250)] [added: 15.](#i36695dc5143241f795c32e47bf5f4b3d_367)] | | | [Exhibits and Financial Statement [removed: Schedules](#ic1191a4805e54cfb87531a39cac926a0_250)] [added: Schedules](#i36695dc5143241f795c32e47bf5f4b3d_367)] | | | [removed: [121](#ic1191a4805e54cfb87531a39cac926a0_250)] [added: [119](#i36695dc5143241f795c32e47bf5f4b3d_367)] | | |

| [Item [removed: 16.](#ic1191a4805e54cfb87531a39cac926a0_253)] [added: 16.](#i36695dc5143241f795c32e47bf5f4b3d_370)] | | | [Form 10-K [removed: Summary](#ic1191a4805e54cfb87531a39cac926a0_253)] [added: Summary](#i36695dc5143241f795c32e47bf5f4b3d_370)] | | | [removed: [121](#ic1191a4805e54cfb87531a39cac926a0_253)] [added: [119](#i36695dc5143241f795c32e47bf5f4b3d_370)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#ic1191a4805e54cfb87531a39cac926a0_256)] [added: Accounts](#i36695dc5143241f795c32e47bf5f4b3d_373)] | | | | | | [removed: [122](#ic1191a4805e54cfb87531a39cac926a0_256)] [added: [120](#i36695dc5143241f795c32e47bf5f4b3d_373)] | | |

| [PART I](#i36695dc5143241f795c32e47bf5f4b3d_10) | | | | | | | | |

| [PART II](#i36695dc5143241f795c32e47bf5f4b3d_67) | | | | | | | | |

| [Item 6.](#i36695dc5143241f795c32e47bf5f4b3d_76) | | | [\[Reserved\]](#i36695dc5143241f795c32e47bf5f4b3d_76) | | | [28](#i36695dc5143241f795c32e47bf5f4b3d_76) | | |

| [Item 9C.](#i36695dc5143241f795c32e47bf5f4b3d_2812) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i36695dc5143241f795c32e47bf5f4b3d_2812) | | | [117](#i36695dc5143241f795c32e47bf5f4b3d_2812) | | |

| [PART III](#i36695dc5143241f795c32e47bf5f4b3d_346) | | | | | | | | |

| [PART IV](#i36695dc5143241f795c32e47bf5f4b3d_364) | | | | | | | | |

| [SIGNATURES](#i36695dc5143241f795c32e47bf5f4b3d_379) | | | | | | [125](#i36695dc5143241f795c32e47bf5f4b3d_379) | | |

| [PART I](#ic1191a4805e54cfb87531a39cac926a0_10) | | | | | | | | |

| [PART II](#ic1191a4805e54cfb87531a39cac926a0_31) | | | | | | | | |

| [Item 6.](#ic1191a4805e54cfb87531a39cac926a0_37) | | | [Selected Financial Data](#ic1191a4805e54cfb87531a39cac926a0_37) | | | [30](#ic1191a4805e54cfb87531a39cac926a0_37) | | |

| [PART III](#ic1191a4805e54cfb87531a39cac926a0_229) | | | | | | | | |

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

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

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

As of December 31, [removed: 2020,] [added: 2021,] we occupied offices, excluding affiliates, in the following geographical regions:

| | | | [removed: Sales Offices] [added: Sales Offices(1)] | | | | | | Corporate Offices | | | | | | Total | | |

| Europe, Middle East and Africa (EMEA) | | | [removed: 181] [added: 227] | | | | | | 1 | | | | | | [removed: 182] [added: 228] | | |

| Asia Pacific | | | [removed: 93] [added: 116] | | | | | | 1 | | | | | | [removed: 94] [added: 117] | | |

We [added: do not own any material real property and generally] lease [removed: all of] our office space and believe it is adequate for our current needs.

| Americas | | | 243 | | | | | | 1 | | | | | | 244 | | |

| Total | | | 586 | | | | | | 3 | | | | | | 589 | | |

_______________

(1)Includes 99 offices acquired as part of Turner & Townsend, including 21 in the Americas, 46, in EMEA, and 32 offices in APAC regions.

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

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

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

As of February [removed: 18, 2021,] [added: 17, 2022,] there were [removed: 52] [added: 48] stockholders of record of our Class A common stock.

We have not declared or paid any cash dividends on any class of our common stock since our inception on February 20, [removed: 2001, and we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.][added: 2001.]

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

Under [removed: this program,] [added: these programs,] shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

We may utilize our stock repurchase [removed: program] [added: programs] 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.

The following table summarizes information about our equity compensation plans as of December 31, [removed: 2020.][added: 2021.]

| Equity compensation plans approved by security holders (1) | | | [removed: 8,947,330] [added: 9,584,956] | | | | | | $ | — | | | | | [removed: 6,265,195] [added: 3,435,020] | | |

(1)Consists of restricted stock units (RSUs) issued under our 2019 Equity Incentive Plan (the 2019 Plan), our 2017 Equity Incentive Plan (the 2017 Plan) and our 2012 Equity Incentive Plan [removed: (the 2012] [added: (the2012] Plan).

[removed: ◦5,297,733] [added: ◦5,978,890] 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: ◦3,649,597] [added: ◦3,606,066] RSUs that are time vesting in nature.

The 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 [removed: S&P-500] [added: S&P 500] Index and a customized peer group of nine companies that includes: JLL, a global commercial real estate services company publicly traded in the U.S., as well as the following companies that have significant commercial real estate or real estate capital markets businesses within the U.S. or globally, that in each case are publicly traded in the U.S. or abroad: Colliers International Group Inc., Cushman & Wakefield plc, ISS A/S, Marcus & Millichap, Inc., Newmark Group Inc., Savills plc, Sodexo S.A., and Walker & Dunlop, Inc. These companies are or include divisions with business lines reasonably comparable to some or all of ours, and which represent our current primary competitors.

The 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, [removed: 2015] [added: 2016] and tracks it through December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

(1)$100 invested on December 31, [removed: 2015] [added: 2016] in stock or index-including reinvestment of dividends.

(2)Copyright© [removed: 2021] [added: 2022] Standard & Poor’s, a division of S&P Global.

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

Open market share repurchase activity during the three months ended December 31, 2021 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, 2021 - October 31, 2021 | | | — | | | $ | — | | — | | | | | | | | |

| November 1, 2021 - November 30, 2021 | | | 478,318 | | | 102.29 | | | 478,318 | | | | | | | | |

| December 1, 2021 - December 31, 2021 | | | 1,319,255 | | | 102.88 | | | 1,319,255 | | | | | | | | |

| | | | 1,797,573 | | | $ | 102.72 | | 1,797,573 | | | | | | $ | 1,977,088 | |

(1)During 2019, our board of directors authorized a program for the company to repurchase up to $500.0 million of our Class A common stock over three years.

In November 2021, our board of directors authorized a new program for the company to repurchase up to $2.0 billion of our Class A common stock over five years, effective November 19, 2021, bringing the total authorized amount under both programs to a total of $2.5 billion.

During the fourth quarter of 2021, we repurchased $184.6 million of our common stock under these programs.

The remaining $1.98 billion in the table represents the amount available to repurchase shares under the authorized repurchase programs as of December 31, 2021.

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

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

| Total | | | 9,584,956 | | | | | | $ | — | | | | | 3,435,020 | | |

| | | | 12/31/16 | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | |

| CBRE Group, Inc. | | | $ | 100.00 | | $ | 137.54 | | $ | 127.15 | | $ | 194.63 | | $ | 199.17 | | $ | 344.59 | |

| S&P 500 | | | 100.00 | | | 121.83 | | | 116.49 | | | 153.17 | | | 181.35 | | | 233.41 | | |

| Peer Group | | | 100.00 | | | 127.30 | | | 94.64 | | | 133.83 | | | 108.67 | | | 158.17 | | |

_______________

We currently intend to retain any future earnings to finance future growth and possibly reduce debt or repurchase shares of our common stock.

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

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

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

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

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

| | | | 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 | | |

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

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

The statements of operations, statements of cash flows and other data for the years ended December 31, 2020, 2019 and 2018 and the balance sheet data as of December 31, 2020 and 2019 were derived from our audited consolidated financial statements included elsewhere in this Annual Report.

The statement of operations, statement of cash flows and other data for the years ended December 31, 2017 and 2016, and the balance sheet data as of December 31, 2018, 2017 and 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 described elsewhere in this Annual Report included under the heading Item 7.

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

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

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

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

| | | | 2020 | | | | | | 2019 (1) | | | | | | 2018 (2) | | | | | | 2017 | | | | | | 2016 | | |

| STATEMENTS OF OPERATIONS DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 23,826,195 | | | | | $ | 23,894,091 | | | | | $ | 21,340,088 | | | | | $ | 18,628,787 | | | | | $ | 17,369,108 | |

| Operating income | | | 969,759 | | | | | | 1,259,875 | | | | | | 1,087,989 | | | | | | 1,078,682 | | | | | | 816,831 | | |

| 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 | | | | | | — | | | | | | — | | |

| Net income | | | 755,868 | | | | | | 1,291,450 | | | | | | 1,065,948 | | | | | | 703,576 | | | | | | 585,170 | | |

| Net income attributable to non-controlling interests | | | 3,879 | | | | | | 9,093 | | | | | | 2,729 | | | | | | 6,467 | | | | | | 12,091 | | |

| Net income attributable to CBRE Group, Inc. | | | 751,989 | | | | | | 1,282,357 | | | | | | 1,063,219 | | | | | | 697,109 | | | | | | 573,079 | | |

| Income per share attributable to CBRE Group, Inc. (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic income per share | | | $ | 2.24 | | | | | $ | 3.82 | | | | | $ | 3.13 | | | | | $ | 2.06 | | | | | $ | 1.71 | |

| Diluted income per share | | | 2.22 | | | | | | 3.77 | | | | | | 3.10 | | | | | | 2.05 | | | | | | 1.69 | | |

| Weighted average shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 335,196,296 | | | | | | 335,795,654 | | | | | | 339,321,056 | | | | | | 337,658,017 | | | | | | 335,414,831 | | |

| Diluted | | | 338,392,210 | | | | | | 340,522,871 | | | | | | 343,122,741 | | | | | | 340,783,556 | | | | | | 338,424,563 | | |

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

| STATEMENTS OF CASH FLOWS DATA (4): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by operating activities | | | $ | 1,830,779 | | | | | $ | 1,223,380 | | | | | $ | 1,131,249 | | | | | $ | 894,411 | | | | | $ | 616,985 | |

| Net cash used in investing activities | | | (341,585) | | | | | | (721,024) | | | | | | (560,684) | | | | | | (302,600) | | | | | | (150,524) | | |

| Net cash used in financing activities | | | (625,256) | | | | | | (271,949) | | | | | | (506,600) | | | | | | (627,742) | | | | | | (220,677) | | |

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

| OTHER DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted EBITDA (5) | | | $ | 1,892,385 | | | | | $ | 2,063,783 | | | | | $ | 1,905,168 | | | | | $ | 1,716,774 | | | | | $ | 1,562,347 | |

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

| BALANCE SHEET DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 1,896,188 | | | | | $ | 971,781 | | | | | $ | 777,219 | | | | | $ | 751,774 | | | | | $ | 762,576 | |

| Total assets | | | 18,039,143 | | | | | | 16,197,196 | | | | | | 13,456,793 | | | | | | 11,718,396 | | | | | | 10,994,338 | | |

| Long-term debt, including current portion, net | | | 1,381,716 | | | | | | 1,763,059 | | | | | | 1,770,406 | | | | | | 1,999,611 | | | | | | 2,548,137 | | |

| Total liabilities | | | 10,533,483 | | | | | | 9,924,084 | | | | | | 8,446,891 | | | | | | 7,543,782 | | | | | | 7,848,438 | | |

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

| Total CBRE Group, Inc. stockholders’ equity | | | 7,078,326 | | | | | | 6,232,693 | | | | | | 4,938,797 | | | | | | 4,114,496 | | | | | | 3,103,142 | | |

_______________

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#ic1191a4805e54cfb87531a39cac926a0_76)] [added: Statements](#i36695dc5143241f795c32e47bf5f4b3d_148)] | | | [removed: [55](#ic1191a4805e54cfb87531a39cac926a0_76)] [added: [53](#i36695dc5143241f795c32e47bf5f4b3d_148)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#ic1191a4805e54cfb87531a39cac926a0_79)] [added: Reporting](#i36695dc5143241f795c32e47bf5f4b3d_151)] | | | [removed: [57](#ic1191a4805e54cfb87531a39cac926a0_79)] [added: [56](#i36695dc5143241f795c32e47bf5f4b3d_151)] | | |

| [Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019](#ic1191a4805e54cfb87531a39cac926a0_82)] [added: 2020](#i36695dc5143241f795c32e47bf5f4b3d_154)] | | | [removed: [59](#ic1191a4805e54cfb87531a39cac926a0_82)] [added: [58](#i36695dc5143241f795c32e47bf5f4b3d_154)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ic1191a4805e54cfb87531a39cac926a0_88)] [added: 2019](#i36695dc5143241f795c32e47bf5f4b3d_157)] | | | [removed: [60](#ic1191a4805e54cfb87531a39cac926a0_88)] [added: [59](#i36695dc5143241f795c32e47bf5f4b3d_157)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ic1191a4805e54cfb87531a39cac926a0_91)] [added: 2019](#i36695dc5143241f795c32e47bf5f4b3d_160)] | | | [removed: [61](#ic1191a4805e54cfb87531a39cac926a0_91)] [added: [60](#i36695dc5143241f795c32e47bf5f4b3d_160)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ic1191a4805e54cfb87531a39cac926a0_97)] [added: 2019](#i36695dc5143241f795c32e47bf5f4b3d_163)] | | | [removed: [62](#ic1191a4805e54cfb87531a39cac926a0_97)] [added: [61](#i36695dc5143241f795c32e47bf5f4b3d_163)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ic1191a4805e54cfb87531a39cac926a0_103)] [added: 2019](#i36695dc5143241f795c32e47bf5f4b3d_166)] | | | [removed: [64](#ic1191a4805e54cfb87531a39cac926a0_103)] [added: [63](#i36695dc5143241f795c32e47bf5f4b3d_166)] | | |

[removed: | [Notes to Consolidated Financial Statements](#ic1191a4805e54cfb87531a39cac926a0_106) | | | [66](#ic1191a4805e54cfb87531a39cac926a0_106) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)]

| [Schedule II -Valuation and Qualifying [removed: Accounts](#ic1191a4805e54cfb87531a39cac926a0_256)] [added: Accounts](#i36695dc5143241f795c32e47bf5f4b3d_373)] | | | [removed: [122](#ic1191a4805e54cfb87531a39cac926a0_256)] [added: [120](#i36695dc5143241f795c32e47bf5f4b3d_373)] | | |

We have audited the accompanying consolidated balance sheets of CBRE Group, Inc. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income, cash flows, and equity for each of the years in the [removed: three‑year] [added: three-year] period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: I*nternal] Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 24, 2021] [added: 28, 2022] expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

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

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

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of [removed: $168.5] [added: $191.9] million as of December 31, [removed: 2020.][added: 2021.]

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s unrecognized tax benefits process, including the interpretation of tax [removed: law.][added: law and the estimate of the unrecognized tax benefits.]

/s/ KPMG LLP [added: (185)]

We have audited CBRE Group, Inc. and [removed: subsidiaries’] [added: subsidiaries'] (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February [removed: 24, 2021] [added: 28, 2022] expressed an unqualified opinion on those consolidated financial statements.

[removed: The] [added: These] material weaknesses [removed: described as follows] have been identified and included in management’s [removed: assessment:][added: assessment.]

The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the [removed: 2020] [added: 2021] consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

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

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 1,896,188] [added: 2,430,951] | | | | | $ | [removed: 971,781] [added: 1,896,188] | |

| Restricted cash | | | [removed: 143,059] [added: 108,830] | | | | | | [removed: 121,964] [added: 143,059] | | |

| Receivables, less allowance for doubtful accounts of [removed: $95,533] [added: $97,588] and [removed: $72,725] [added: $95,533] at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: 4,394,954] [added: 5,150,473] | | | | | | [removed: 4,466,674] [added: 4,394,954] | | |

| Warehouse receivables | | | [removed: 1,411,170] [added: 1,303,717] | | | | | | [removed: 993,058] [added: 1,411,170] | | |

| Contract assets | | | [removed: 318,191] [added: 338,749] | | | | | | [removed: 328,012] [added: 318,191] | | |

| Prepaid expenses | | | [removed: 294,992] [added: 333,885] | | | | | | [removed: 282,741] [added: 294,992] | | |

| Income taxes receivable | | | [removed: 93,756] [added: 44,104] | | | | | | [removed: 93,915] [added: 93,756] | | |

| Other current assets | | | [removed: 293,321] [added: 371,656] | | | | | | [removed: 276,319] [added: 293,321] | | |

| Total Current Assets | | | [removed: 8,845,631] [added: 10,082,365] | | | | | | [removed: 7,534,464] [added: 8,845,631] | | |

| Property and equipment, net | | | [removed: 815,009] | | | | | | [removed: 836,206] [added: $] | [added: 816,092] | | [added: | | | $ | 815,009 | |]

| Goodwill | | | [removed: 3,821,609] [added: 4,995,175] | | | | | | [removed: 3,753,493] [added: 3,821,609] | | |

| Other intangible assets, net of accumulated amortization of [removed: $1,556,537] [added: $1,725,280] and [removed: $1,358,528] [added: $1,556,537] at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: 1,367,913] [added: 2,409,427] | | | | | | [removed: 1,379,546] [added: 1,367,913] | | |

| Operating lease assets | | | [removed: 1,020,352] [added: 1,046,377] | | | | | | [removed: 997,966] [added: 1,020,352] | | |

| Investments in unconsolidated subsidiaries (with [removed: $116,314] [added: $813,031] and [removed: $124,262] [added: $116,314] at fair value at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively) | | | [removed: 452,365] [added: 1,196,088] | | | | | | [removed: 426,711] [added: 452,365] | | |

| Non-current contract assets | | | [removed: 153,636] [added: 135,626] | | | | | | [removed: 201,760] [added: 153,636] | | |

| [Notes to Consolidated Financial Statements](#i36695dc5143241f795c32e47bf5f4b3d_169) | | | [65](#i36695dc5143241f795c32e47bf5f4b3d_169) | | |

*Initial measurement of the fair value of the acquired customer relationship intangible asset*

As discussed in Notes 2 and 4 to the consolidated financial statements, on November 1, 2021, the Company acquired 60% of the outstanding share capital of Turner & Townsend Holdings Limited (Turner & Townsend) in a business combination.

As a result of the transaction, the Company acquired a customer relationship intangible asset associated with the generation of future income from Turner & Townsend’s existing customers and services.

The allocation of the purchase price based on the estimated acquisition-date fair value of the customer relationship intangible asset was $753.9 million.

We identified the evaluation of the initial measurement of the fair value of the customer relationship intangible asset acquired in the Turner & Townsend business combination as a critical audit matter.

A high degree of subjectivity was required to assess the assumptions used to determine the fair value of the customer relationship intangible asset, specifically the forecasted revenue attributable to customer contracts, estimated annual attrition rate of existing

customers, and discount rate used in the multi-period excess earnings method under the income approach.

Subjective auditor judgment was required as there was limited observable market information and the estimated fair value of the customer relationship intangible asset was sensitive to possible changes to these assumptions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s initial measurement valuation process, including certain controls over the development of the assumptions noted above.

We compared the Company’s estimate of forecasted revenue attributable to customer contracts used in the valuation to the historical results of Turner & Townsend and similar market participants.

We evaluated the Company’s estimated annual attrition rate of existing customers by comparing to the historical customer retention rate of Turner & Townsend.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

- Assessing the reasonableness of the Company’s revenue growth projections by comparing to those of a market participant,

- Calculating an annual attrition rate of existing customers using Turner & Townsend ’s historical data and comparing that result to the attrition rate used by the Company, and

- Comparing inputs and assumptions comprising the selected discount rate with external market and industry data and considering whether the assumptions were consistent with evidence obtained in other areas of the audit.

February 28, 2022

The material weaknesses identified related to GWS EMEA resources not being sufficiently trained to operate controls related to financial reporting risks, resulting in process level controls that did not operate effectively in the revenue & receivables and journal entries processes.

The Company acquired a controlling interest in Turner & Townsend Holdings Limited during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Turner & Townsend Holdings Limited’s internal control over financial reporting associated with total assets of $417 million and total revenues of $194 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Turner & Townsend Holdings Limited.

February 28, 2022

| | | | 2021 | | | | | | 2020 | | |

| Property and equipment, net of accumulated depreciation and amortization of $1,288,509 and $1,074,887 at December 31, 2021 and 2020, respectively | | | 816,092 | | | | | | 815,009 | | |

| Gain recognized upon deconsolidation of SPAC | | | (187,456) | | | | | | — | | | | | | — | | |

| Investment in Altus Power, Inc. Class A stock | | | (220,001) | | | | | | — | | | | | | — | | |

| Proceeds from sale of marketable securities - special purpose acquisition company trust account | | | 212,722 | | | | | | — | | | | | | — | | |

| Redemption of non-controlling interest-special purpose acquisition company and payment of deferred underwriting commission | | | (205,110) | | | | | | — | | | | | | — | | |

| Proceeds from issuance of 2.500% senior notes | | | 492,255 | | | | | | — | | | | | | — | | |

| Non-cash investing and financing activities: | | | | | | | | | | | | | | | | | |

| Deferred purchase consideration - Turner & Townsend | | | $ | 485,414 | | | | | $ | — | | | | | $ | — | |

| Non-controlling interest as part of Turner & Townsend Acquisition | | | 774,122 | | | | | | — | | | | | | — | | |

| Investment in alignment shares and private placement warrants of Altus Power, Inc. | | | 141,871 | | | | | | — | | | | | | — | | |

| Reduction in redeemable non-controlling interest - special purpose acquisition company | | | 211,501 | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,836,574 | | | | | | — | | | | | | — | | | | | | 5,341 | | | | | | 1,841,915 | | |

| Repurchase of common stock | | | (3,954,369) | | | | | | (40) | | | | | | (372,909) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (372,949) | | |

| Foreign currency translation loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (147,868) | | | | | | (11,854) | | | | | | (159,722) | | |

| Acquisition of non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 808,633 | | | | | | 808,633 | | |

| Other | | | — | | | | | | — | | | | | | (48,895) | | | | | | — | | | | | | — | | | | | | 3,164 | | | | | | (9,247) | | | | | | (54,978) | | |

| Balance at December 31, 2021 | | | 332,875,959 | | | | | | $ | 3,329 | | | | | $ | 798,892 | | | | | $ | 8,366,631 | | | | | $ | (104,316) | | | | | $ | (536,343) | | | | | $ | 830,924 | | | | | $ | 9,359,117 | |

| [Quarterly Results of Operations (Unaudited)](#ic1191a4805e54cfb87531a39cac926a0_217) | | | [115](#ic1191a4805e54cfb87531a39cac926a0_217) | | |

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

*Change in Accounting Principle*

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

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

February 24, 2021

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

- The Global Workspace Solutions segment in the Company’s EMEA region (GWS EMEA) did not have sufficient resources in the local GWS EMEA territories with the appropriate reporting lines, roles and responsibilities, authority, training and skill sets to design and operate financial activities, including controls, in an appropriate and timely manner.

- GWS EMEA did not effectively assess and address the risks posed by changes in the business and the related effect on the GWS EMEA system of internal controls.

In relation to this, specific to the rollout of GWS EMEA’s primary financial system, GWS EMEA did not effectively operate general information technology controls related to financial data migrations, user access, system changes and financial data processing.

Because of the deficiencies in general information technology controls, the business process controls (automated and manual) that are dependent on this system were also deemed ineffective because they could have been adversely impacted.

- GWS EMEA did not design or execute control activities that sufficiently mitigated the financial reporting risks related to GWS EMEA.

- GWS EMEA did not have an effective information and communication process to identify, capture and process relevant information necessary for financial accounting and reporting.

- The Company did not monitor the presentation and effectiveness of components of internal control through evaluation and remediation in an appropriate manner within GWS EMEA and GWS EMEA was not sufficiently integrated with the corporate oversight function.

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

Consequently, there were control failures for GWS EMEA in the areas of revenue and receivables, balance sheet account reconciliations, journal entries and general information technology controls.

February 24, 2021

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

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

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

| Adoption of Accounting Standards Update 2016-01, net of $2,141 income tax benefit for the year ended December 31, 2018 | | | — | | | | | | — | | | | | | (3,964) | | |

| Unrealized gains on interest rate swaps, net of $254 income tax expense for the year ended December 31, 2018 | | | — | | | | | | — | | | | | | 708 | | |

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

| Gain associated with remeasuring our investment in a joint venture entity to fair value at the date we acquired the remaining interest | | | — | | | | | | — | | | | | | (100,420) | | |

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

| Repayment of 5.00% senior notes (including premium) | | | — | | | | | | — | | | | | | (820,000) | | |

| Repayment of debt assumed in acquisition of FacilitySource | | | — | | | | | | — | | | | | | (26,295) | | |

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

| Balance at December 31, 2017 | | | 339,459,138 | | | | | | $ | 3,395 | | | | | $ | 1,220,508 | | | | | $ | 3,443,007 | | | | | $ | (152,969) | | | | | $ | (399,445) | | | | | $ | 60,118 | | | | | $ | 4,174,614 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,063,219 | | | | | | — | | | | | | — | | | | | | 2,729 | | | | | | 1,065,948 | | |

| Adoption of Accounting Standards Update 2016-01, net of tax | | | — | | | | | | — | | | | | | — | | | | | | 3,964 | | | | | | — | | | | | | (3,964) | | | | | | — | | | | | | — | | |

| Reclassification of stock incentive plan award from an equity award to a liability award | | | — | | | | | | — | | | | | | (9,074) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,074) | | |

| Repurchase of common stock | | | (3,980,656) | | | | | | (40) | | | | | | (160,994) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (161,034) | | |

| Foreign currency translation loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (160,312) | | | | | | (1,072) | | | | | | (161,384) | | |

| Unrealized gains on interest rate swaps, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 708 | | | | | | — | | | | | | 708 | | |

| Other | | | 9,839 | | | | | | — | | | | | | (198) | | | | | | (5,506) | | | | | | 3,747 | | | | | | (8,817) | | | | | | (2,612) | | | | | | (13,386) | | |

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

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 will 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 under the symbols “CBAH,” “CBAH.U,” and “CBAH.W.”

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the [added: Securities] Exchange [added: Act of 1934, as amended (the Exchange] Act).

The [removed: Company’s] [added: company’s] management, with participation of the CEO and CFO, under the oversight of our Board of Directors, evaluated the effectiveness of the [removed: Company’s] [added: company’s] internal control over financial reporting as of December 31, [removed: 2020] [added: 2021,] using the framework in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

Based on [removed: that] [added: the] evaluation, management concluded that the [removed: Company’s] [added: company’s] internal control over financial reporting was not effective as of December 31, [removed: 2020] [added: 2021] due to the material [removed: weakness in internal control over financial reporting,] [added: weaknesses] described below.

Also, projections of any evaluation of effectiveness [removed: to] [added: towards] future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, [removed: has expressed] [added: issued] an adverse [removed: report] [added: opinion] on the [removed: operating] effectiveness of the company’s internal control over financial reporting.

KPMG LLP’s report is included herein on page [removed: [57](#ic1191a4805e54cfb87531a39cac926a0_79).][added: [56](#i36695dc5143241f795c32e47bf5f4b3d_148).]

[removed: The] [added: These] material weaknesses will not be considered remediated until the applicable controls have been fully designed, documented, implemented, and operate for a sufficient period of time for management to conclude, through testing, that these controls are operating effectively.

While we intend to complete the remediation of the material weaknesses in [removed: 2021, given the inherent complexities and limitations caused by the ongoing Covid-19 pandemic,] [added: 2022,] there can be no assurances that we will be able to successfully complete the remediation within the contemplated timeline.

Our Chief Executive Officer and Chief Financial Officer (“certifying officers”) have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and [removed: 15d-15(e)] [added: 15d- 15(e)] under the [removed: Securities] Exchange Act [removed: of 1934,] as [removed: amended (the Exchange Act)) as] of December 31, [removed: 2020.][added: 2021.]

Our certifying officers concluded [removed: that,] [added: that] as a result of the material weaknesses in internal control over financial reporting as described above, our disclosure controls and procedures were not effective as of December 31, [removed: 2020.][added: 2021.]

Rule 13a-15 of the [removed: Securities and] Exchange Act [removed: of 1934, as amended,] requires that we conduct an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report, and we have a disclosure policy in furtherance of the same.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of [added: achieving the desired control objectives.]

Our Disclosure Committee consists of our General Counsel, our [removed: Senior Vice President, Corporate Finance,] [added: Deputy CFO and Chief Accounting Officer,] our Chief [removed: Administrative] [added: Transformation] Officer, our Chief Communication Officer, our Senior [removed: Vice President, Risk and Assurance, our Senior] Officers of significant business lines and other select employees.

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our evaluation of internal control over financial reporting did not include the internal control over financial reporting of the acquired controlling interest in Turner & Townsend Holdings Limited, which was acquired in 2021.

The amount of total assets and revenue included in our consolidated financial statements as of and for the year ended December 31, 2021 that is attributable to the acquired controlling interest in Turner & Townsend Holdings Limited was approximately $417 million and $194 million, respectively.

GWS EMEA resources were not sufficiently trained to operate controls related to financial reporting risks, resulting in process level controls that did not operate effectively in the revenue & receivables and journal entries processes.

These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore we conclude that the deficiencies represent material weaknesses in internal control over financial reporting and our internal control over financial reporting is not effective as of December 31, 2021.

We are using both internal and external resources to assist in the remediation plan by continuing to train all relevant personnel involved in the revenue & receivables and journal entries processes.

Remediation of Previously Reported Material Weaknesses Relating to GWS EMEA

As previously reported, management identified that the company had material weaknesses in its internal control over financial reporting as of December 31, 2019, related to its GWS EMEA business, which continued through December 31, 2020.

Based on the company’s evaluation under the COSO framework and excluding the material weaknesses described above, management ensured that the root causes contributing to the previously reported material weaknesses were remediated, such that the controls were designed, implemented, and operating effectively.

Based on our evaluation under the COSO framework, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2020 due to the fact that material weaknesses existed in the company’s internal control over financial reporting as further described below.

Based on our evaluation under the COSO framework, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2020 due to the fact that material weaknesses existed in GWS EMEA.

As of December 31, 2019 we determined that the severity of control failures isolated to GWS EMEA led management to conclude that the following material weaknesses existed in the internal control environment in GWS EMEA:

- GWS EMEA did not have sufficient resources in the local GWS EMEA territories with the appropriate reporting lines, roles and responsibilities, authority, training and skill sets to design and operate financial activities, including controls, in an appropriate and timely manner.

- GWS EMEA did not effectively assess and address the risks posed by changes in the business and the related effect on the GWS EMEA system of internal controls.

In relation to this, specific to the rollout of GWS EMEA’s primary financial system, GWS EMEA did not effectively operate general information technology controls related to financial data migrations, user access, system changes and financial data processing.

Because of the deficiencies in general information technology controls, the business process controls (automated and manual) that are dependent on this system were also deemed ineffective because they could have been adversely impacted.

- GWS EMEA did not design or execute control activities that sufficiently mitigated the financial reporting risks related to GWS EMEA.

- GWS EMEA did not have an effective information and communication process to identify, capture and process relevant information necessary for financial accounting and reporting.

- The company did not monitor the presentation and effectiveness of components of internal control through evaluation and remediation in an appropriate manner within GWS EMEA and GWS EMEA was not sufficiently integrated with the corporate oversight function.

Consequently, there were control failures for GWS EMEA in the areas of revenue and receivables, balance sheet account reconciliations, journal entries and general information technology controls.

During 2020, even though a material misstatement was not identified in the GWS EMEA financial statements, it was determined that there was a reasonable possibility that a material misstatement in the GWS EMEA financial statements would not have been prevented or detected on a timely basis.

We are executing remediation plans intended to address the material weaknesses in our internal controls over financial reporting.

We are engaged in various stages of remedial actions to address the material weaknesses described above.

We are using both internal and external resources to assist in the following actions:

- Performing a comprehensive review of the GWS EMEA’s finance and accounting operating model to establish and implement a target operating model under the recently developed Finance Innovation Office under the Chief Financial Officer, which will assess people and headcount, reporting lines, roles and responsibilities, training, technology and tools.

- Assessing key processes at material GWS EMEA locations to ensure that the processes, procedures and controls are adequately designed, are clearly documented, standardized and appropriately communicated to enhance control ownership throughout the GWS EMEA organization.

- Reviewing the GWS EMEA finance and accounting organization to ensure GWS EMEA compliance and Information Technology resources are under the CBRE Global SOX and Financial Reporting Systems governance programs led by the Chief Accounting Officer and that control preparers and reviewers align to an appropriate organizational structure to sustain the remedial actions, including those related to business process and general information technology controls.

- Evaluating and designing controls to address the completeness and accuracy of data used to support key estimations, accounting transactions and disclosures, primarily associated with spreadsheets and other key reports.

- Enhancing GWS EMEA’s risk assessment and monitoring procedures by implementing new training activities, hiring additional capable resources, and enhancing our Risk and Fraud Risk assessment processes to ensure appropriate resources and controls are in place to mitigate risks as commensurate with the global risk assessment and that GWS EMEA’s process is fully incorporated into the corporate oversight function.

Management has taken the following remediation actions related to the GWS EMEA material weaknesses during 2020:

- We performed a comprehensive review of the GWS EMEA finance and accounting organization and implemented a new operating model to establish accountability, reporting lines, and roles and responsibilities.

- We began hiring staff responsible for internal control over financial reporting in alignment with the new operating model.

- We began implementing an ongoing training program addressing internal control over financial reporting, including educating control owners concerning the requirements of each control.

- We are designing risk assessment procedures aligned with the global framework and corporate oversight to ensure internal control over financial reporting risks are evaluated in a timely and consistent manner.

- We developed documentation for underlying business processes and information technology general controls to promote control ownership and consistent operation of controls.

- We are designing standardized controls and procedures over completeness and accuracy of data used in performing controls, including information technology and financial reporting controls.

Our remediation efforts related to the material weaknesses are ongoing.

achieving the desired control objectives.

Effective as of February 23, 2022, the compensation committee of our board of directors amended each outstanding restricted stock unit award pertaining to our common stock to provide that the restricted stock units subject to such award will be credited with dividend equivalents as and when dividends are paid on shares of our common stock, with such dividend equivalents deemed to be invested in additional restricted stock units subject to the award as of the corresponding dividend payment date and vesting upon the vesting of the underlying restricted stock units to which they are attributable.

Such dividend equivalents will also be provided with respect to all restricted stock units granted after February 23, 2022.

None.

PART III

None.

PART III

The information under the headings “Elect Directors,” “Corporate Governance,” “Executive Management” and “Stock Ownership” in the definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

The information contained under the headings “Corporate Governance,” “Compensation Discussion and Analysis” and “Executive Compensation” in the definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

The information contained under the heading “Stock Ownership” in the definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

The information contained under the headings “Elect Directors,” “Corporate Governance” and “Related-Party Transactions” in the definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

The information contained under the heading “Audit and Other Fees” in the definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference.

See [Index to Consolidated Financial [removed: Statements](#ic1191a4805e54cfb87531a39cac926a0_73) [and] [added: Statements and] Financial Statement [removed: Schedules](#ic1191a4805e54cfb87531a39cac926a0_73)] [added: Schedules](#i36695dc5143241f795c32e47bf5f4b3d_145)] located on page [removed: [54](#ic1191a4805e54cfb87531a39cac926a0_73)] [added: [52](#i36695dc5143241f795c32e47bf5f4b3d_145)] of this report.

See [Schedule [removed: II](#ic1191a4805e54cfb87531a39cac926a0_256)] [added: II](#i36695dc5143241f795c32e47bf5f4b3d_373)] located on page [removed: [12](#ic1191a4805e54cfb87531a39cac926a0_256)2] [added: [12](#i36695dc5143241f795c32e47bf5f4b3d_373)0] of this report.

See [Exhibit [removed: Index](#ic1191a4805e54cfb87531a39cac926a0_259)] [added: Index](#i36695dc5143241f795c32e47bf5f4b3d_376)] located on page [removed: [12](#ic1191a4805e54cfb87531a39cac926a0_259)3] [added: [12](#i36695dc5143241f795c32e47bf5f4b3d_376)1] of this report.

| Additions: Charges to expense | | | [removed: 19,760] [added: 17,818] | | |

| Deductions: Write-offs, payments and other | | | [removed: 6,201] [added: 15,763] | | |

| Balance, December 31, 2018 | | | [removed: 60,348] [added: $] | [added: 60,348] | |

| Balance, December 31, 2020 | | | [removed: $ |] 95,533 | | [added: |]

| 4.2(b) | | | [removed: [Second] [added: [Fourth] Supplemental Indenture, dated as of [removed: September 26, 2014,] [added: August 13, 2015,] between CBRE Services, Inc., CBRE Group, Inc., certain subsidiaries of CBRE Services, Inc. and Wells Fargo Bank, National Association, as trustee, for the [removed: 5.25%] [added: issuance of 4.875%] Senior Notes due [removed: 2025,] [added: 2026,] including the Form of [removed: 5.25%] [added: 4.875%] Senior Notes due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1138118/000119312514354815/d794902dex41.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1138118/000119312515289984/d96320dex42.htm)] | | | 8-K | | | 001-32205 | | | [removed: 4.1] [added: 4.2] | | | [removed: 09/26/2014] [added: 08/13/2015] | | | | | |

| [removed: 4.2(c)] [added: 4.2(e)] | | | [removed: [Third] [added: [Seventh] Supplemental Indenture, dated as of [removed: December 12, 2014, between] [added: March 18, 2021, among] CBRE [removed: Services,] [added: Group,] Inc., CBRE [removed: Group,] [added: Services,] Inc., certain subsidiaries of CBRE Services, Inc. [added: named therein] and Wells Fargo Bank, National Association, as trustee, for the [removed: additional] issuance of [removed: 5.25%] [added: 2.500%] Senior Notes due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1138118/000119312514441252/d836553dex41.htm)] [added: 2031, including the Form of 2.500% Senior Notes due 2031](https://www.sec.gov/Archives/edgar/data/1138118/000119312521085986/d129456dex42.htm)] | | | 8-K | | | 001-32205 | | | [removed: 4.1] [added: 4.2] | | | [removed: 12/12/2014] [added: 03/18/2021] | | | | | |

| [removed: 4.2(d)] [added: 4.2(c)] | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: August 13,] [added: September 25,] 2015, between CBRE [removed: Services, Inc., CBRE Group, Inc., certain subsidiaries of] [added: GWS LLC,] CBRE Services, Inc. and Wells Fargo Bank, National Association, as trustee, [removed: for] [added: relating to] the [removed: issuance of 4.875%] [added: 5.00%] Senior Notes due [removed: 2026, including] [added: 2023,] the [removed: Form of] [added: 5.25% Senior Notes due 2025 and the] 4.875% Senior Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/1138118/000119312515289984/d96320dex42.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1138118/000119312515329269/d34288dex41.htm)] | | | 8-K | | | 001-32205 | | | [removed: 4.2] [added: 4.1] | | | [removed: 08/13/2015] [added: 09/25/2015] | | | | | |

| [removed: 4.2(e)] [added: 4.2(d)] | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated as of [removed: September 25, 2015, between] [added: January 28, 2020, among] CBRE [removed: GWS] [added: Holdings,] LLC, CBRE Services, Inc. and Wells Fargo Bank, National Association, as trustee, relating to the [removed: 5.00% Senior Notes due 2023, the] 5.25% Senior Notes due 2025 and the 4.875% Senior Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/1138118/000119312515329269/d34288dex41.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1138118/000156459020008056/cbre-ex42g_341.htm)] | | | [removed: 8-K] [added: 10-K] | | | 001-32205 | | | [removed: 4.1] [added: 4.2(g)] | | | [removed: 09/25/2015] [added: 03/02/2020] | | | | | |

| 10.3 | | | [Incremental Term Loan Assumption Agreement, dated as of [removed: Decembe](https://www.sec.gov/Archives/edgar/data/1138118/000119312518356523/d678505dex101.htm)[r](https://www.sec.gov/Archives/edgar/data/1138118/000119312518356523/d678505dex101.htm) [20,](https://www.sec.gov/Archives/edgar/data/1138118/000119312518356523/d678505dex101.htm) [](https://www.sec.gov/Archives/edgar/data/1138118/000119312518356523/d678505dex101.htm)[2018,] [added: December 20, 2018,] among CBRE Group, Inc., CBRE Services, Inc., certain subsidiaries of CBRE Services, Inc., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312518356523/d678505dex101.htm) | | | 8-K | | | 001-32205 | | | 10.1 | | | 12/21/2018 | | | | | |

| [removed: 10.5] [added: 10.7] | | | [Guarantee Agreement, dated as of October 31, 2017, among CBRE Group, Inc., CBRE Services, Inc., the subsidiary guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312517329622/d485157dex102.htm) | | | 8-K | | | 001-32205 | | | 10.2 | | | 11/01/2017 | | | | | |

| [removed: 10.6] [added: 10.8] | | | [Supplement No. 1, dated December 20, 2018, to the Guarantee Agreement, among CBRE Group, Inc., CBRE Services, Inc., the subsidiary guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent](https://www.sec.gov/Archives/edgar/data/1138118/000156459019005666/cbg-ex105_360.htm) | | | 10-K | | | 001-32205 | | | 10.5 | | | 03/01/2019 | | | | | |

| [removed: 10.7] [added: 10.9] | | | [CBRE Group, Inc. Executive Bonus Plan [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000156459020008056/cbre-ex107_340.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312521073365/d144530dex101.htm)] | | | [removed: 10-K] [added: 8-K] | | | 001-32205 | | | [removed: 10.7] [added: 10.1] | | | [removed: 03/02/2020] [added: 03/08/2021] | | | | | |

| [removed: 10.8] [added: 10.10] | | | [Form of Indemnification Agreement for Directors and Officers +](https://www.sec.gov/Archives/edgar/data/1138118/000119312509249336/dex101.htm) | | | 8-K | | | 001-32205 | | | 10.1 | | | 12/08/2009 | | | | | |

| [removed: 10.9] [added: 10.11] | | | [Form of Indemnification Agreement for Directors and Officers +](https://www.sec.gov/Archives/edgar/data/1138118/000119312516585170/d132908dex103.htm) | | | 10-Q | | | 001-32205 | | | 10.3 | | | 05/10/2016 | | | | | |

| [removed: 10.10] [added: 10.12] | | | [CBRE Group, Inc. 2012 Equity Incentive Plan +](https://www.sec.gov/Archives/edgar/data/1138118/000119312512218208/d348171dex991.htm) | | | S-8 | | | 333-181235 | | | 99.1 | | | 05/08/2012 | | | | | |

| [removed: 10.11] [added: 10.13] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. 2012 Equity Incentive Plan (Performance Vest) +](https://www.sec.gov/Archives/edgar/data/1138118/000119312513340947/d585953dex101.htm) | | | 8-K | | | 001-32205 | | | 10.1 | | | 08/20/2013 | | | | | |

| [removed: 10.12] [added: 10.14] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. 2012 Equity Incentive Plan (Time Vest) +](https://www.sec.gov/Archives/edgar/data/1138118/000119312513340947/d585953dex102.htm) | | | 8-K | | | 001-32205 | | | 10.2 | | | 08/20/2013 | | | | | |

| [removed: 10.13] [added: 10.15] | | | [CBRE Group, Inc. 2017 Equity Incentive Plan +](https://www.sec.gov/Archives/edgar/data/1138118/000119312517176639/d382290dex991.htm) | | | S-8 | | | 333-218113 | | | 99.1 | | | 05/19/2017 | | | | | |

| [removed: 10.14] [added: 10.16] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. 2017 Equity Incentive Plan (Time Vest) +](https://www.sec.gov/Archives/edgar/data/1138118/000119312519064205/d714196dex102.htm) | | | 8-K | | | 001-32205 | | | 10.2 | | | 03/05/2019 | | | | | |

| [removed: 10.15] [added: 10.17] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. 2017 Equity Incentive Plan (Performance Vest) +](https://www.sec.gov/Archives/edgar/data/1138118/000119312519064205/d714196dex103.htm) | | | 8-K | | | 001-32205 | | | 10.3 | | | 03/05/2019 | | | | | |

| [removed: 10.16] [added: 10.23] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. [removed: 2017] [added: 2019] Equity Incentive Plan [removed: (Groch Time] [added: (Time] Vest) [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312519064205/d714196dex104.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1023.htm)] | | | [removed: 8-K] | | | [removed: 001-32205] | | | [removed: 10.4] | | | [removed: 03/05/2019] | | | [added: X] | | |

| [removed: 10.17] [added: 10.24] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. [removed: 2017] [added: 2019] Equity Incentive Plan [removed: (Groch Performance] [added: (Performance] Vest) [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312519064205/d714196dex105.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1024.htm)] | | | [removed: 8-K] | | | [removed: 001-32205] | | | [removed: 10.5] | | | [removed: 03/05/2019] | | | [added: X] | | |

| [removed: 10.23] [added: 10.25] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. 2019 Equity Incentive Plan [removed: (Time Vest) +](https://www.sec.gov/Archives/edgar/data/1138118/000156459020008056/cbre-ex1024_338.htm)] [added: (Non-Employee Director) +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1025.htm)] | | | [removed: 10-K] | | | [removed: 001-32205] | | | [removed: 10.24] | | | [removed: 03/02/2020] | | | [added: X] | | |

| [removed: 10.28] [added: 10.26] | | | [CBRE Deferred Compensation Plan, effective January 1, 2019 +](https://www.sec.gov/Archives/edgar/data/1138118/000156459019005666/cbg-ex1022_359.htm) | | | 10-K | | | 001-32205 | | | 10.22 | | | 03/01/2019 | | | | | |

| [removed: 10.29] [added: 10.27] | | | [CBRE Adoption Agreement +](https://www.sec.gov/Archives/edgar/data/1138118/000156459019005666/cbg-ex1023_775.htm) | | | 10-K | | | 001-32205 | | | 10.23 | | | 03/01/2019 | | | | | |

| [removed: 10.30] [added: 10.28] | | | [CBRE Group, Inc. Amended and Restated Change in Control and Severance Plan for Senior Management, including form of Designation Letter +](https://www.sec.gov/Archives/edgar/data/1138118/000156459020048948/cbre-ex101_323.htm) | | | 10-Q | | | 001-32205 | | | 10.1 | | | 10/29/2020 | | | | | |

| [removed: 10.31] [added: 10.29] | | | [Form of Restricted Covenants [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1138118/000156459018003991/cbg-ex1033_887.htm) [](https://www.sec.gov/Archives/edgar/data/1138118/000156459018003991/cbg-ex1033_887.htm)[+](https://www.sec.gov/Archives/edgar/data/1138118/000156459018003991/cbg-ex1033_887.htm)] [added: Agreement +](https://www.sec.gov/Archives/edgar/data/1138118/000156459018003991/cbg-ex1033_887.htm)] | | | 10-K | | | 001-32205 | | | 10.33 | | | 03/01/2018 | | | | | |

| [removed: 10.32] [added: 10.30] | | | [Letter Agreement dated as of [removed: January] [added: April] 4, 2019 by and between CBRE, Inc. and [removed: James R. Groch +](https://www.sec.gov/Archives/edgar/data/1138118/000156459019018435/cbre-ex101_9.htm)] [added: Leah C. Stearns +](https://www.sec.gov/Archives/edgar/data/1138118/000156459019018435/cbre-ex102_472.htm)] | | | 10-Q | | | 001-32205 | | | [removed: 10.1] [added: 10.2] | | | 05/10/2019 | | | | | |

| [removed: 10.33] [added: 10.31] | | | [Employment and Transition [removed: Agreement] [added: Agreement,] dated as of [removed: April 21, 2020] [added: July 27, 2021,] by and between CBRE, Inc. and [removed: James R. Groch +](https://www.sec.gov/Archives/edgar/data/1138118/000156459020022348/cbre-ex101_149.htm)] [added: Leah C. Stearns +](https://www.sec.gov/Archives/edgar/data/1138118/000113811821000033/cbre-20210630x10qxex102.htm)] | | | 10-Q | | | 001-32205 | | | [removed: 10.1] [added: 10.2] | | | [removed: 05/07/2020] [added: 07/30/2021] | | | | | |