CBRE Group (CBRE) 10-K risk factor changes: FY2022 vs FY2021

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

Periods of economic weakness or recession, fiscal or political uncertainty, market volatility, declining employment levels, declining demand for commercial real estate, falling real estate values, disruption to the global capital or credit [removed: markets] [added: markets, significant rises in interest rates] or the public perception that any of these events may occur, may materially and negatively affect the performance of some or all of our business lines.

For example, during 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 [added: business, and has likely engendered structural changes to the utilization of many types of commercial real estate, which will have ongoing repercussions for our] business.

Our investment management, development [removed: services and] [added: services,] capital markets (including property sales and mortgage [added: origination)] and [removed: structured financing services)] [added: mortgage services] businesses are sensitive to credit cost and availability as well as financial liquidity.

During the year ended December 31, [removed: 2021,] [added: 2022,] approximately 43% of our revenue was transacted in foreign currencies.

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

We compete across a variety of business disciplines within the commercial real estate services and investment industry, including property management, facilities management, project and transaction management, tenant and landlord leasing, capital markets solutions (property [removed: sales,] [added: sales and] commercial mortgage [removed: origination] [added: origination)] and [removed: structured finance),] [added: mortgage services,] flexible space solutions, real estate investment management, valuation, loan servicing, development services and proprietary research.

Although we are the largest commercial real estate services firm in the world in terms of [removed: 2021] [added: 2022] revenue, our relative competitive position varies significantly across geographies, property types and services and business lines.

In this competitive market, if we are unable to [added: effectively execute on our strategy and differentiate ourselves from our competitors,] maintain long-term client relationships or are otherwise unable to retain existing clients and develop new clients, our business, results of operations and/or financial condition may be materially adversely affected.

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

An important part of the strategy for our [removed: investment management business] [added: Real Estate Investments segment] involves co-investing our capital in certain real estate investments with our clients, and there is an inherent risk of loss of our investments.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: co-invested] [added: a net investment of] approximately [removed: $232.4] [added: $339.8] million and had committed [removed: $127.1] [added: $106.9] million to fund future co-investments in our [removed: Real Estate Investments segment,] [added: investment funds,] approximately [removed: $42.6] [added: $47.3] million of which is expected to be funded during [removed: 2022.][added: 2023.]

As of December 31, [removed: 2021,] [added: 2022,] we were involved as a principal in [removed: 26] [added: 29] real estate projects that were consolidated in our financial statements with invested equity of [removed: $439.3] [added: $471.8] million and co-invested with our clients in approximately [removed: 125] [added: 135] unconsolidated real estate [removed: subsidiaries] [added: projects] with [removed: invested equity] [added: a net investment] of [removed: $219.0] [added: $283.0] million.

We had committed additional capital of [removed: $40.7] [added: $81.0] million [removed: to the unconsolidated subsidiaries] and [removed: of $141.6] [added: $85.9] million to consolidated [added: and unconsolidated] projects, [added: respectively,] as of December 31, [removed: 2021.][added: 2022.]

The departure of any of our key employees, or the loss of a significant number of key revenue producers, if we are unable to quickly hire and integrate qualified replacements, [added: including diverse talent,] could cause our business, financial condition and results of operations to materially suffer.

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

If we were to experience significant employee attrition or turnover, it could lead to increased recruitment and training costs as well as operating [added: inefficiencies that could adversely impact our results of operation.]

We have [removed: more than 105,000] [added: approximately 115,000] employees (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, [added: war or other hostilities,] 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 outages, the effects of climate change and natural disasters such as fires, earthquakes, floods and hurricanes.

As a result, fires, earthquakes, floods, hurricanes, other natural disasters, building defects, [added: acts of war,] 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.

In addition, the other participants and operators may become bankrupt or have economic or other business interests or goals that are inconsistent with [removed: ours.]

As of December 31, [removed: 2021,] [added: 2022,] 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: $1.6] [added: $1.7] billion.

For the year ended December 31, [removed: 2021,] [added: 2022,] our interest expense was [removed: $68.3] [added: $97.5] million.

Our credit [removed: agreement requires] [added: agreements require] us to maintain a minimum interest coverage ratio of consolidated EBITDA (as defined in the [added: applicable] credit agreement) to consolidated interest expense (as defined in the [added: applicable] credit agreement) and a maximum leverage ratio of total debt (as defined in the [added: applicable] credit agreement) less available cash (as defined in the [added: applicable] credit agreement) to consolidated EBITDA as of the end of each fiscal quarter.

We continue to monitor our projected compliance with these financial ratios and other terms of our credit [removed: agreement.][added: agreements.]

If any such default occurs, the lenders under our credit [removed: agreement] [added: agreements and noteholders with respect to our senior notes] may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable.

In addition, a default under our credit [removed: agreement] [added: agreements or senior notes] could trigger a cross default or cross acceleration under our other debt instruments.

[removed: With respect to cyberattacks] [added: Cyberattacks] and [removed: viruses, these] [added: viruses] pose growing threats to many companies, and we have been a target and may continue to be a target of such threats, which could expose us to liability, reputational harm and significant remediation costs and cause material harm to our business and financial results.

[removed: Furthermore, while we have certain business interruption 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.

A portion of this data is purchased or licensed from third-party providers for which there is no certainty of uninterrupted [removed: availability.][added: availability or accuracy.]

Failure to maintain the security of our information and technology networks, including [removed: personally identifiable] [added: personal information] and [added: other] client information, intellectual property and proprietary business information could materially adversely affect us.

In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and intellectual property, and that of our clients and [removed: personally identifiable] [added: personal] information [added: (also referred to as “personal data” or “personally identifiable information”)] of our employees, contractors and vendors, in our data centers, networks and third-party cloud hosting providers.

The secure [added: collection, use, storage, retention, maintenance, sharing,] processing, [removed: maintenance] [added: transfer, transmission, disclosure,] and [removed: transmission] [added: protection (collectively, “Processing”)] of this information [removed: are] [added: is] critical to our operations.

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 [added: parties or breached due to employee error, malfeasance or other disruptions.]

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

A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of client, employee or other [removed: personally identifiable] [added: personal information] or proprietary business data, whether by third parties or as a result of employee malfeasance or otherwise, [added: perceived or actual] non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us.

[added: A number of our services, including] the services provided by our indirect wholly-owned subsidiaries, CBRE Capital Markets and CBRE 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.

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

If we [removed: are unable to remediate the material weaknesses in a timely manner, or are otherwise unable to] [added: cannot] maintain and execute adequate internal control over financial reporting or implement required new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation, incur incremental compliance costs, fail to meet our public reporting requirements on a timely basis, be unable to properly report on our business and our results of operations, or be required to restate our financial statements, and our results of operations, our stock price and our ability to obtain new business could be materially adversely affected.

We have equity investments in certain companies [added: or projects] that we do not control, which subject us to risks related to their respective businesses.

For example, Russia’s invasion of Ukraine in 2022 heightened risks for our operations in Europe, caused us to exit most of our business in Russia, and exacerbated a number of existing macroeconomic challenges that adversely impacted our markets and our business.

For example, in the second half of 2022, central banks around the world sharply raised interest rates in efforts to rein in inflation, reducing credit availability.

Less available and more expensive debt capital had pronounced effects on our capital markets, mortgage origination and property sales businesses.

- rising interest rates and less available and more expensive debt capital resulting from efforts by central banks outside the U.S. to rein in inflation;

Furthermore, our efforts to comply with developments in these laws may adversely impact our business.

For example, in 2022, we exited most of our business in Russia in light of newly adopted U.S. sanctions.

Furthermore, to the extent climate change causes changes in weather patterns, certain regions where we operate could experience increases in storm intensity, extreme temperatures, rising sea-levels and/or drought.

Over time, these conditions could result in declining demand for commercial real estate, decreased value of any real estate investments we hold in those regions or result in increases in our operating costs.

ours.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly and potentially limit our ability to effectively refinance our indebtedness as it matures.

Borrowings under certain of our indebtedness bear interest at variable rates and expose us to interest rate risk.

If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, and our net income and operating cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

Additionally, our ability to refinance portions of our indebtedness in advance of their maturity dates depends on securing new financing bearing interest at rates that we are able to service.

While we believe that we currently have adequate cash flows to service the interest rates currently applicable to our indebtedness, if interest rate were to continue to rise significantly, we might be unable to maintain a level of cash flows from operating activities sufficient to meet our debt service obligations at such increased rates.

Furthermore, while we have certain business interruption and cyber insurance coverage and various contractual

These risks have been heightened in connection with the ongoing conflict between Russia and Ukraine and we cannot be certain how this new risk landscape will impact our operations.

When geopolitical conflicts develop, critical infrastructures may be targeted by state-sponsored cyberattacks even if they are not directly involved in the conflict.

Our business is subject to complex and evolving United States and international laws and regulations regarding privacy, data protection, and cybersecurity.

Many of these laws and regulations are subject to change and uncertain interpretation and could result in claims, increased cost of operations or otherwise harm our business.

We are subject to numerous United States federal, state, local, and international laws and regulations regarding privacy, data protection and cybersecurity that govern the Processing of certain data (including personal information, sensitive information, health information, and other regulated data).

For example, the European Union General Data Protection Regulation (GDPR) became effective on May 25, 2018, and has resulted and will continue to result in significantly greater compliance burdens and costs for businesses with users and operations in the European Union (EU) and European Economic Area (EEA), including with respect to cross-border transfers of personal information.

Under GDPR, fines of up to 20 million Euros or up to 4% of the annual global revenues of the infringer, whichever is greater, can be imposed for violations.

In addition, the California Consumer Privacy Act of 2018 (CCPA) took effect on January 1, 2020, which broadly defines personal information, gives California residents expanded privacy rights and protections, and provides for civil penalties for certain violations.

Furthermore, in November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020 (CPRA), which amends and expands CCPA with additional data privacy compliance requirements and establishes a regulatory agency dedicated to enforcing those requirements.

Additional countries, including Brazil and China, and states including Virginia, Colorado, Utah, and Connecticut, have also passed comprehensive privacy laws with additional obligations and requirements on businesses.

compliance risk and cost for us.

In addition, we are also subject to the possibility of security breaches and other incidents, which themselves may result in a violation of these laws.

Telford Homes, our residential development subsidiary in the U.K., is subject to certain recently promulgated U.K. laws and requirements that will obligate U.K. homebuilders to remediate or fund the remediation work relating to certain fire-safety issues on their constructed buildings.

The aggregate costs and liabilities related to these remediations are uncertain and may be material.

In the event Telford Homes is unable to satisfy its obligations and liabilities under such government requirements and U.K. laws, Telford Homes and potentially its affiliates could face material business interruption, litigation, liabilities and reputational damage.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance (ESG) matters, that could expose us to numerous risks.

Recently, there has been heightened interest from advocacy groups, government agencies and the general public in ESG matters and increasingly regulators, customers, investors, employees and other stakeholders are focusing on ESG matters and related disclosures.

Such governmental, investor and societal attention to ESG matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, human capital, labor and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess and report.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC, the New York Stock Exchange and the Financial Accounting Standards Board.

Further, new and emerging regulatory initiatives in the U.S., EU and U.K. related to climate change and ESG could adversely affect our business, including, for example, initiatives such as the European Commission’s May 2018 “action plan on financing sustainable growth” and Taskforce on Climate-related Financial Disclosures (TCFD)-aligned disclosure requirements in the U.K. These and other rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by the U.S. congress, making compliance more difficult and uncertain.

These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.

For example, developing and acting on new or ongoing initiatives within the scope of ESG, and collecting, measuring and reporting ESG related information and metrics can be costly, difficult and time consuming and subject to evolving reporting standards, including the SEC’s recently proposed climate-related reporting requirements, and similar proposals by other international regulatory bodies.

Further, we may choose to communicate certain initiatives and goals, regarding environmental matters, diversity, responsible sourcing and social investments and other ESG related matters, in our SEC filings or in other public disclosures.

These initiatives and goals within the scope of ESG could be difficult and expensive to implement and we could be criticized for the accuracy, adequacy or completeness of the disclosure.

Statements about our ESG related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

See “*Risks Related to Our Operations—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.*” below for additional risks related to the Covid-19 pandemic.

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.

The emergence of the Covid-19 pandemic 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.

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.

The extent to which the Covid-19 pandemic will impact our business and financial 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; the emergence and virulence of new variants, which may cause and impact the severity of additional outbreaks; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; how quickly and to what extent normal economic activity resumes; the availability and effectiveness of vaccines and treatments for Covid-19 globally; the effect on our clients and client demand for our services; our ability to provide our services on a competitive basis, including as a result of travel restrictions, the 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 facilities.

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

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

brand.

inefficiencies that could adversely impact our results of operation.

Any significant decline in, or failure to grow, our stock price may result in an increased risk of loss of these key personnel.

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

We are subject to numerous laws and regulations designed to protect sensitive information, such as the European Union’s General Data Protection Regulation, China’s Cyber Security Laws, various U.S. federal and state laws governing the protection of health or other personally identifiable information, including the California Consumer Privacy Act, and data privacy and cybersecurity laws in other regions.

A number of our services, including

As disclosed in Part II, Item 9A, during the fourth quarter of 2019, management identified several material weaknesses in internal control related to our Global Workplace Solutions segment in the Europe, Middle East & Africa region, or GWS EMEA.

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

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 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, 2021.

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

Cautionary Note on Forward-Looking Statements

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Exchange Act.

The words “anticipate,” “believe,” “could,” “should,” “propose,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases are used in this Annual Report to identify forward-looking statements.

Except for historical information contained herein, the matters addressed in this Annual Report are forward-looking statements.

These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable.

These statements also relate to our future prospects, developments and business strategies.

These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.

These uncertainties and factors could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements.

The following factors are among those, but are not only those, that may cause actual results to differ materially from the forward-looking statements:

- disruptions in general economic, political and regulatory conditions and significant public health events, particularly in geographies or industry sectors where our business may be concentrated;

- volatility or adverse developments in the securities, capital or credit markets, interest rate increases and conditions affecting the value of real estate assets, inside and outside the U.S.;

- poor performance of real estate investments or other conditions that negatively impact clients’ willingness to make real estate or long-term contractual commitments and the cost and availability of capital for investment in real estate;

- foreign currency fluctuations and changes in currency restrictions, trade sanctions and import/export and transfer pricing rules;

- disruptions to business, market and operational conditions related to the Covid-19 pandemic and the impact of government rules and regulations intended to mitigate the effects of this pandemic, including, without limitation, rules and regulations that impact us as a loan originator and servicer for U.S. GSEs;

- our ability to compete globally, or in specific geographic markets or business segments that are material to us;

- our ability to identify, acquire and integrate accretive businesses;

Discussion regarding our financial condition and results of operations for the year ended December 31, [removed: 2019] [added: 2021] and comparisons between the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] is included in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s [added: 2021] [Annual [removed: Report](https://www.sec.gov/Archives/edgar/data/1138118/000156459020008056/cbre-10k_20191231.htm)] [added: Report](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231.htm)] filed with the SEC on February [removed: 24, 2021.][added: 28, 2022.]

We are the world’s largest commercial real estate services and investment firm, based on [removed: 2021] [added: 2022] revenue, with leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses.

As of December 31, [removed: 2021,] [added: 2022,] the company has [removed: more than 105,000] [added: approximately 115,000] employees (excluding Turner & Townsend employees) serving clients in more than 100 countries.

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

For occupiers, our services include facilities management, project [removed: management,] [added: management and] transaction [removed: (both property] [added: (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 Investment Management” (investment management); “Trammell Crow Company” [removed: (U.S.] [added: (primarily U.S.] development); “Telford Homes” (U.K. development); and “Turner & Townsend Holdings [removed: Limited”.][added: Limited” (Turner & Townsend).]

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

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

In [removed: 2021,] [added: 2022,] we generated revenue from a highly diversified base of clients, including more than [removed: 93] [added: 95] of the *Fortune* 100 companies.

We have been an S&P 500 company since 2006 and in [removed: 2021] [added: 2022] we were ranked [removed: #122] [added: #126] on the *Fortune* 500.

We have been voted the most recognized commercial real estate brand in the Lipsey Company survey for [removed: 21] [added: 22] 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 [removed: eight] [added: nine] consecutive years (including [removed: 2021,] [added: 2022,] the most recent year the award has been announced), and included in the Dow Jones World Sustainability Index for [removed: three] [added: four] years in a row and the Bloomberg Gender-Equality Index for [removed: three] [added: four] years in a [removed: row.][added: row (including 2023).]

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

To recognize revenue in a transaction with a customer, we evaluate the five steps of the Accounting Standards Codification (ASC) Topic 606 revenue recognition framework: (1) identify the contract; (2) identify the performance [removed: obligations(s)] [added: obligations] in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance [removed: obligation(s)] [added: obligations] and (5) recognize revenue when (or as) the performance obligations are satisfied.

[removed: These significant judgements include: (i) determining what point in time or what measure of progress depicts the transfer of control to the customer; (ii) applying the series guidance to certain performance obligations satisfied over] time; (iii) estimating how and when contingencies, or other forms of variable consideration, will impact the timing and amount of recognition of revenue and (iv) determining whether we control third party services before they are transferred to the customer in order to appropriately recognize the associated fees on either a gross or net basis.

For additional information on [added: business combinations,] goodwill and intangible asset impairment testing, see Notes 2 and 9 of the Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report.

While we believe the resulting tax balances as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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 company continues to monitor inflation, [removed: potential] monetary policy changes in response to [removed: high] inflation and potentially adverse effects [removed: to] [added: on] our [removed: business from either higher inflation or interest rates, or both.][added: business.]

As a result, the negative effects on our operating margins [removed: of] [added: during] difficult market conditions, such as the environment that prevailed in the early months of the Covid-19 pandemic, 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 [removed: current] Covid-19 pandemic, we have moved decisively to lower operating expenses to improve financial performance.

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

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

Nevertheless, adverse global and regional economic trends [removed: could] [added: will] pose significant risks to the performance of our consolidated operations and financial condition.

Also, during [removed: 2021,] [added: 2022,] we made an incremental investment [added: of $100 million] in Industrious, a leading provider of premium flexible workplace solutions in the U.S., bringing [removed: its] [added: our] current non-controlling ownership stake to [removed: 40%.][added: approximately 45%.]

During [removed: the fourth quarter of] 2021, our company-sponsored SPAC merged with and into Altus Power, Inc. [removed: Our investment in common shares of Altus and related interests were approximately $368 million at December 31, 2021.][added: (Altus), which trades on the NYSE under the symbol “AMPS”.]

As of December 31, [removed: 2021,] [added: 2022,] we have accrued deferred purchase and contingent considerations totaling [removed: $630.1] [added: $574.3] million, which is included in “Accounts payable and accrued expenses” and in “Other long-term liabilities” in the accompanying consolidated balance sheets set forth in Item 8 of this Annual Report.

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

Our Real Estate Investments business has [removed: a] significant [removed: amount of euro-denominated] [added: euro and British pound denominated] assets under management, as well as associated revenue and earnings in Europe.

In addition, our Global Workplace Solutions business also [removed: has a] [added: derives] significant [removed: amount of its] revenue and earnings [removed: denominated] in foreign currencies, such as the euro and British pound sterling.

[removed: Fluctuations] [added: Further fluctuations] in foreign currency exchange rates [removed: have resulted and] may continue to [removed: result in] [added: produce] corresponding [removed: fluctuations] [added: changes] in our AUM, revenue and earnings.

Our businesses could suffer from the effects of public health crises (such as the ongoing Covid-19 pandemic), [removed: political] [added: geopolitical events (such as the war in Ukraine)] or economic disruptions (or the perception that such disruptions may [removed: occur) that affect] [added: occur), rapid changes in] interest [removed: rates] [added: rates, liquidity, the macroeconomic backdrop] or [removed: liquidity] [added: regulatory] or [removed: create financial,] [added: financial] market [removed: or regulatory] uncertainty.

During the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 43%] [added: 43.3%] of our revenue was transacted in foreign currencies.

| United States dollar | | | $ | [removed: 15,700,279] [added: 17,470,227] | | | | | [removed: 56.6] [added: 56.7] | | % | | | | $ | [removed: 13,472,013] [added: 15,700,279] | | | | | [removed: 56.5] [added: 56.6] | | % |

| British pound sterling | | | [removed: 3,617,504] [added: 4,084,408] | | | | | | [removed: 13.0] [added: 13.2] | | % | | | | [removed: 3,083,810] [added: 3,617,504] | | | | | | 13.0 | | % |

| euro | | | [removed: 2,840,203] [added: 2,854,233] | | | | | | [removed: 10.2] [added: 9.3] | | % | | | | [removed: 2,612,421] [added: 2,840,203] | | | | | | [removed: 11.0] [added: 10.2] | | % |

| Canadian dollar | | | [removed: 1,068,838] [added: 1,232,134] | | | | | | [removed: 3.9] [added: 4.0] | | % | | | | [removed: 788,497] [added: 1,068,838] | | | | | | [removed: 3.3] [added: 3.9] | | % |

| Australian dollar | | | [removed: 613,847] [added: 769,244] | | | | | | [removed: 2.2] [added: 2.5] | | % | | | | [removed: 417,060] [added: 613,847] | | | | | | [removed: 1.8] [added: 2.2] | | % |

| Chinese yuan | | | [removed: 475,185] [added: 534,276] | | | | | | 1.7 | | % | | | | [removed: 387,099] [added: 475,185] | | | | | | [removed: 1.6] [added: 1.7] | | % |

| Indian rupee | | | [removed: 454,859] [added: 533,545] | | | | | | [removed: 1.6] [added: 1.7] | | % | | | | [removed: 469,977] [added: 454,859] | | | | | | [removed: 2.0] [added: 1.6] | | % |

These significant judgements include: (i) determining what point in time or what measure of progress depicts the transfer of control to the customer; (ii) applying the series guidance to certain performance obligations satisfied over

Contingencies

Pursuant to ASC Topic 450, we evaluate whether any existing conditions existed as of the financial statement issuance date which may result in a loss contingent upon one or more future events occurring or not occurring.

Assessing contingent liabilities involves significant judgment.

If the assessment indicates that a loss is probable and the amount is reasonably estimable, we accrue an estimated liability in our financial statements.

If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of potential losses, if determinable and material, would be disclosed.

We determine the amount of estimated liability to accrue, if any, after thorough evaluation of key information available that could impact the size and timing of the potential loss on a case-by-case basis.

Given the significant judgment involved with such estimates, the potential liability may change in the future as new information becomes available.

We do not recognize gain contingencies until the contingency is completely resolved and the associated amounts are probable of collection.

See Notes 13 and 22 of the Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report for further information regarding Commitments and Contingencies and Telford Fire Safety Remediation, respectively.

Investments in unconsolidated subsidiaries – fair value option

We have elected the fair value option for certain of our investments in non-public entities to align with our strategy for these investments.

Such investments without readily determinable fair values are classified as Level 3 in the fair value hierarchy.

We estimate the fair market value on a recurring basis using significant unobservable inputs which requires judgment due to the absence of market prices or similar assets in active markets.

In determining the estimated fair value of these investments, we utilize appropriate valuation techniques including discounted cash flow analyses and Monte Carlo simulations.

Key inputs to the discounted cash flow analyses include projected cash flows, terminal growth rate, and discount rate.

Key inputs to Monte Carlo simulations include stock price, volatility, risk free rate, and dividend yield.

Changes in the fair value of equity investments under the fair value option are recorded as Equity income from unconsolidated subsidiaries in the Consolidated Statements of Operations.

The sharp rise in interest rates to combat inflation and resultant economic uncertainty may cause seasonality to deviate from historical patterns.

Our business was affected by high inflation in 2022.

Most notably, the central banks’ moves to tame high inflation by rapidly raising interest rates sharply increased the cost of debt and dramatically constrained its availability, resulting in a significant decline in sales and financing transaction activity throughout the year’s second half.

In addition, rising price levels across the economy required us to increase compensation expense to retain top talent and our development businesses incurred higher input costs for construction materials.

On the other hand, we believe that parts of our business have protections against inflation.

We began efforts in 2022 and will continue to reduce expenses in 2023 in light of the intensifying macroeconomic challenges, including rapidly rising interest rates to combat inflation.

During 2022, we completed eleven in-fill acquisitions: four in the Global Workplace Solutions segment and seven in the Advisory Services segment.

We believe there are attractive companies that do not fit seamlessly into our services offering but that would benefit from an investment from and strategic partnership with us.

These benefits include for our company, more tools and services with which to meet our clients’ needs, and for the companies with which we partner, more sales channels and faster growth.

During 2022, we made a $100.7 million investment in VTS, a technology company that helps leasing agents better serve property owners and enables property managers to create more engaging experiences for building tenants.

We have approximately 15.5% common shares ownership in AMPS at December 31, 2022.

Our business has been significantly impacted this year by the sharp appreciation of the U.S. dollar against these and other foreign currencies.

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| Core EBITDA | | | $ | 2,924,264 | | | | | | | | | | | $ | 2,863,653 | | | | | | | |

Segment operating profit on revenue margin is computed by dividing segment operating profit by revenue and provides a comparable profitability measure against our peers.

Segment operating profit on net revenue margin is computed by dividing segment operating profit by net revenue and is a better indicator of the segment’s margin since it does not include the diluting effect of pass through revenue which generally has no margin.

Core EBITDA removes from adjusted EBITDA the impact of fair value changes on certain non-core non-controlling equity investments that are not directly related to our business segments as these could fluctuate significantly period over period and also net gain on deconsolidation upon merger of the SPAC with and into Altus Power, net of associated costs, in 2021.

| | | | 2022 | | | | | | 2021 | | |

| Costs associated with efficiency and cost-reduction initiatives | | | 117,534 | | | | | | — | | |

| Provision associated with Telford’s fire safety remediation efforts | | | 185,921 | | | | | | — | | |

| Adjustments: | | | | | | | | | | | |

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.”

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.

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

Our commissions and other variable costs related to revenue are primarily affected by commercial real estate market supply and demand, which may be affected by inflation.

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.

We believe that our business has significant inherent protections against inflation, and to date, general inflation has not had a material impact upon our operations.

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 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.

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

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

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

_______________

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

| 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 | | | | | | | |

_______________________________

(1)See discussion in segment operations for organization changes effective January 1, 2021.

Prior period results have been recast to conform with these changes.

(2)In conjunction with the acquisition of a 60% interest in Turner & Townsend in the fourth quarter of 2021, we modified our definition of Consolidated Adjusted EBITDA and Segment Operating Profit (SOP) to be inclusive of net income attributable to non-controlling interests and have recast prior periods to conform to this definition.

The attribution of Adjusted EBITDA and SOP to non-controlling interests for prior periods was deemed to be materially the same as net income attributable to non-controlling interests in such periods.

Prior to 2021, the company utilized fee revenue to analyze the overall financial performance.

Fee revenue excluded additional reimbursed costs, primarily related to employees dedicated to clients, some of which included minimal margin.

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

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

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

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

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

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

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

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

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

[removed: *Exchange Rates*][added: Exchange Rates]

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

As of December 31, [removed: 2021,] [added: 2022,] we do not have any outstanding interest rate swap agreements.

The estimated fair value of our senior term loans was approximately [removed: $451.8] [added: $424.6] million at December 31, [removed: 2021.][added: 2022.]

Based on dealers’ quotes, the estimated fair value of our 4.875% and 2.500% senior notes was [removed: $671.7] [added: $595.2] million and [removed: $502.1] [added: $396.8] million, respectively, at December 31, [removed: 2021.][added: 2022.]

If interest rates were to increase 100 basis points on our outstanding variable rate debt at December 31, [removed: 2021,] [added: 2022,] the net impact of the additional interest cost would be a decrease of [removed: $4.6] [added: $6.4] million on pre-tax income and a decrease of [removed: $4.6] [added: $6.4] million in cash provided by operating activities for the year ended December 31, [removed: 2021.][added: 2022.]

We are the world’s largest commercial real estate services and investment firm, based on [removed: 2021] [added: 2022] revenue, with leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses.

As of December 31, [removed: 2021,] [added: 2022,] the company [removed: has more than 105,000] [added: had approximately 115,000] employees (excluding Turner & Townsend Holdings Limited employees) serving clients in more than 100 countries.

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

For occupiers, our services include facilities management, project management, transaction [removed: (both property] [added: (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 Investment Management” (investment management); “Trammell Crow Company” [removed: (U.S.] [added: (primarily U.S.] development); “Telford Homes” (U.K. development); and “Turner & Townsend Holdings [removed: Limited”.][added: Limited” (Turner & Townsend).]

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

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

In [removed: 2021,] [added: 2022,] we generated revenue from a highly diversified base of clients, including more than [removed: 93] [added: 95] of the *Fortune* 100 companies.

We have been an S&P 500 company since 2006 and in [removed: 2021] [added: 2022] we were ranked [removed: #122] [added: #126] on the *Fortune* 500.

We have been voted the most recognized commercial real estate brand in the Lipsey Company survey for [removed: 21] [added: 22] years in a row (including 2022).

We have also been rated a World’s Most Ethical Company by the Ethisphere Institute for [removed: eight] [added: nine] consecutive years (including [removed: 2021,] [added: 2022,] the most recent year the award has been [removed: announced),] [added: announced)] and have been included in the Dow Jones World Sustainability Index for [removed: three] [added: four] years in a row and the Bloomberg Gender-Equality Index for [removed: three] [added: four] years in a [removed: row.][added: row (including 2023).]

We will mark our [removed: 116th] [added: 117th] year of continuous operations in [removed: 2022,] [added: 2023,] 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: 2021] [added: 2022] revenue) through organic growth and strategic acquisitions, including our [removed: recent] acquisition of a majority interest in Turner & Townsend [removed: Holdings Limited (Turner & Townsend), which closed] in November 2021.

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

Our Corporate [removed: segment] [added: function] primarily consists of corporate headquarters costs for executive officers and certain other central functions.

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

Most of our Advisory Services operations are conducted through our indirect [removed: wholly-owned] [added: wholly owned] subsidiary CBRE, Inc. and its subsidiaries around the world.

In [removed: 2021,] [added: 2022,] we negotiated leases valued at more than [removed: $140.0] [added: $165.0] billion globally.

We believe we are the market leader for leasing services 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: Dallas,] Denver, Kansas City, Los Angeles, [removed: the Midwest,] [added: Minneapolis,] New York, [removed: Orange County, Philadelphia,] Phoenix, San Francisco, Seattle and St. Louis.

*Capital [removed: Markets*][added: Markets and Mortgage Services*]

In the U.S., we accounted for approximately [removed: 16.3%] [added: 15.6%] of investment sales transactions greater than $2.5 million across all property types in [removed: 2021,] [added: 2022,] according to Real Capital Analytics.

[removed: Globally,] [added: In the U.S.,] our loan origination and sales volume in [removed: 2021] [added: 2022] was [removed: $89.1] [added: $62.7] billion, including approximately [removed: $16.8] [added: $13.6] billion for U.S. GSEs.

We also oversee a loan servicing portfolio, which totaled approximately [removed: $329.7] [added: $381.2] billion globally at year-end [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] we managed [removed: 2.7] [added: 2.9] billion square feet of properties globally for property owners/investors.

Our management agreements with our property management services clients may be terminated by either party with notice generally ranging between 30 to 90 days; however, we have developed long-term relationships with many of these clients and the typical [removed: contract continues for multiple years.]

During [removed: 2021,] [added: 2022,] we completed over [removed: 564,800] [added: 667,249] valuation, appraisal and advisory [removed: assignments,] [added: assignments globally,] including residential valuations in Asia Pacific.

[removed: There is] [added: We] also [removed: significant cross selling of] [added: offer] account-based Advisory services, particularly leasing, property sales and portfolio administration, for Global Workplace Solutions clients.

We believe the outsourcing of corporate real estate services is a long-term [removed: trend in our industry,] [added: trend,] with multi-national corporations, and other large occupiers of space utilizing global, full-service real estate firms to achieve better workplaces for their people, while [removed: attempting] [added: endeavoring] to lower their cost of occupancy.

Facilities [removed: Management] [added: management services] involves the day-to-day management of client-occupied space for traditional office space, such as headquarter buildings, regional offices and administrative offices, as well as facilities serving specialized industries, such as data centers, life science and medical facilities, distribution warehouses, government facilities and retail stores.

As of December 31, [removed: 2021,] [added: 2022,] we managed approximately 4.4 billion square feet of facilities on behalf of occupiers.

Cost-plus contracts are most common for enterprise customers while fixed-price contracts [removed: predominate] [added: are predominately] for local [added: and data center] clients.

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

[removed: On November 1, 2021 we acquired a 60% ownership interest in] [added: Our majority-owned subsidiary,] Turner & [removed: Townsend Holdings Limited,] [added: Townsend, which was acquired in November 2021, plays] a [removed: global professional services company specializing] [added: key role] in [added: providing cost, project,] program [removed: management, project management,] [added: management] and [removed: cost consulting] [added: project controls for a broad range of clients] across the [removed: commercial] [added: infrastructure,] real [removed: estate, infrastructure] [added: estate] and natural resources sectors.

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

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

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

Assets under management (AUM) totaled [removed: $141.9] [added: $149.3] billion at December 31, [removed: 2021] [added: 2022] as compared to [removed: $122.7] [added: $141.9] billion at December 31, [removed: 2020,] [added: 2021,] an increase of [removed: $19.2] [added: $7.4] billion [removed: ($22.6] [added: ($13.1] billion in local currency).

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

[removed: Our development business] [added: Within Development Services, Trammell Crow Company] pursues opportunistic, risk-mitigated development and investment strategies for users of and investors in commercial real estate, as well as for our own account.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $18.5] [added: $16.9] billion of development projects in process, and our development pipeline (prospective projects that we estimate have a greater than 50% chance of closing or where land has been acquired and the projected construction start date is more than one year out) totaled [removed: $9.3] [added: $12.9] billion at December 31, [removed: 2021.][added: 2022.]

In addition, we also have a Corporate and other segment.

During 2022, we closed approximately $290.2 billion of property sales transactions globally.

contract continues for multiple years.

In 2022, CBRE was directly responsible for implementing more than 52,000 projects with a combined contract value of approximately $148.0 billion.

Turner & Townsend was involved in more than 5,000 projects in 2022 with an aggregate capital value of approximately $1.1 trillion.

CBRE Investment Management manages real assets investments across five principal investment categories: (1) Private Direct Real Estate, through which CBRE Investment Management invests directly into properties; (2) Private Indirect Real Estate, through which CBRE Investment Management invests with specialist managers and operators in funds, programmatic ventures, joint ventures, and other indirect investment formats; (3) Listed Real Assets, through which CBRE Investment Management invests in public market real estate and infrastructure securities; (4) Private Infrastructure, through which CBRE Investment Management invests both directly and indirectly in infrastructure companies, projects, and ventures; and (5) Real Estate Credit, through which CBRE Investment Management manages loan portfolios backed by underlying real estate.

Across these investment categories, CBRE Investment Management manages capital both through commingled fund strategies and custom separate account implementations.

Our Telford Homes business within Development Services is focused on residential real estate development in the United Kingdom, including for-sale and build-to-rent properties.

Corporate and Other

The sharp rise in interest rates to combat inflation and resultant economic uncertainty may cause seasonality to deviate from historical patterns.

We believe that our company is at its best when people of different background and life experiences come together to produce great results for our clients, communities and each other.

These include collaborating with partners to reach diverse talent underrepresented in our industry, enhancing data analysis, improving technological capabilities to better inform decisions, and building a diverse talent pool and interview process.

We are committed to driving economic impact in the marketplace through our supplier diversity initiatives and spent more than $1.5 billion with diverse suppliers in 2022, with a goal to lift that annual spend to $3 billion by the end of 2025.

Our employee business resource groups have more than 19,000 members globally and are an essential element of our DE&I activities.

They facilitate career and professional development sessions, create networking opportunities, and organize conversations and events on DE&I issues.

To this end, we leverage a range of different learning approaches including: webinars, live virtual and in-person training, self-paced e-digital learning, coaching, mentoring and on-the-job learning.

To increase diversity, equity and inclusion awareness, we offer training programs in 32 languages.

In 2022, we hosted our annual Global Safety and Wellbeing Week, themed “Safe and Well Across Every Dimension.” Our “Be Well” campaign supports employee wellbeing through benefits enhancements, information and resources, an internal podcast series and other engagement programs that received external recognition.

In 2022, we launched fundraising programs to support refugees from Ukraine, including affected employees of our Ukraine affiliate, and victims of hurricanes, fires and floods.

We align our philanthropy with the company’s overarching environmental, social and governance (ESG) priorities and focus on three main areas: driving climate action solutions, building the workforce of tomorrow by expanding opportunities for underrepresented individuals in our industry and improving our global headquarters city of Dallas, Texas.

Cautionary Note on Forward-Looking Statements

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Exchange Act.

The words “anticipate,” “believe,” “could,” “should,” “propose,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases are used in this Annual Report to identify forward-looking statements.

Except for historical information contained herein, the matters addressed in this Annual Report are forward-looking statements.

These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable.

These statements also relate to our future prospects, developments and business strategies.

These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.

These uncertainties and factors could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements.

The following factors are among those, but are not only those, that may cause actual results to differ materially from the forward-looking statements:

- disruptions in general economic, political and regulatory conditions and significant public health events, particularly in geographies or industry sectors where our business may be concentrated;

- volatility or adverse developments in the securities, capital or credit markets, interest rate increases and conditions affecting the value of real estate assets, inside and outside the U.S.;

- poor performance of real estate investments or other conditions that negatively impact clients’ willingness to make real estate or long-term contractual commitments and the cost and availability of capital for investment in real estate;

- foreign currency fluctuations and changes in currency restrictions, trade sanctions and import/export and transfer pricing rules;

- our ability to compete globally, or in specific geographic markets or business segments that are material to us;

- our ability to identify, acquire and integrate accretive businesses;

- costs and potential future capital requirements relating to businesses we may acquire;

- integration challenges arising out of companies we may acquire;

- increases in unemployment and general slowdowns in commercial activity;

- trends in pricing and risk assumption for commercial real estate services;

- the effect of significant changes in capitalization rates across different property types;

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.

Effective January 1, 2021, lease and sales transaction revenue and expenses were fully reported under the Advisory Services segment and project management revenue and expenses were fully reported under the Global Workplace Solutions segment.

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

During 2021, we closed approximately $477.8 billion of capital markets transactions globally, including $388.7 billion of property sales transactions and $89.1 billion of mortgage originations and loan sales.

In 2021, we were responsible for implementing project management contracts valued at approximately $133.0 billion, excluding Turner & Townsend.

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.

CBRE 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.

*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.

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

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.

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

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

Our policies and practices have earned the company a place in the Human Rights Campaign’s Corporate Equality Index for nine consecutive years and recognition on the Disability Equality Index.

These include webinars, classroom training, self-paced e-learning, coaching, mentoring and a variety of on-the-job projects.

To increase diversity, equity and inclusion awareness and adoption, we also launched a diversity training program in 2020 for all employees globally.

As part of this diversity training program, our senior leaders completed an intercultural development inventory self-assessment, attended a 3-hour instructor-led virtual session and developed an inclusive leader personal action plan.

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.

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

For the fiscal year ended December 31, [removed: 2021][added: 2022]

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

[removed: ][added: ]

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

| 2100 McKinney Avenue, Suite [removed: 1250] [added: 1250, Dallas, Texas] | | | | | | [added: 75201] | | |

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

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

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was [removed: $27.8] [added: $22.9] billion based upon the last sales price on June 30, [removed: 2021] [added: 2022] on the New York Stock Exchange of [removed: $85.73] [added: $73.61] for the registrant’s Class A Common Stock.

As of February [removed: 17, 2022,] [added: 16, 2023,] the number of shares of Class A Common Stock outstanding was [removed: 332,322,579.][added: 309,891,986.]

Portions of the proxy statement for the registrant’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be held May [removed: 18, 2022] [added: 17, 2023] are incorporated by reference in Part III of this Annual Report on Form 10-K.

| [Item [removed: 1.](#i36695dc5143241f795c32e47bf5f4b3d_13)] [added: 1.](#i4ec277f4faf24bfc994922a42e647b17_13)] | | | [removed: [Business](#i36695dc5143241f795c32e47bf5f4b3d_13)] [added: [Business](#i4ec277f4faf24bfc994922a42e647b17_13)] | | | [removed: [1](#i36695dc5143241f795c32e47bf5f4b3d_13)] [added: [1](#i4ec277f4faf24bfc994922a42e647b17_13)] | | |

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| [Schedule II – Valuation and Qualifying [removed: Accounts](#i36695dc5143241f795c32e47bf5f4b3d_373)] [added: Accounts](#i4ec277f4faf24bfc994922a42e647b17_412)] | | | | | | [removed: [120](#i36695dc5143241f795c32e47bf5f4b3d_373)] [added: [124](#i4ec277f4faf24bfc994922a42e647b17_412)] | | |

| | | |

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

| | | |

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i4ec277f4faf24bfc994922a42e647b17_10) | | | | | | | | |

| [PART II](#i4ec277f4faf24bfc994922a42e647b17_70) | | | | | | | | |

| [PART III](#i4ec277f4faf24bfc994922a42e647b17_385) | | | | | | | | |

| [PART IV](#i4ec277f4faf24bfc994922a42e647b17_403) | | | | | | | | |

| | | | | | | | | |

| [SIGNATURES](#i4ec277f4faf24bfc994922a42e647b17_418) | | | | | | [129](#i4ec277f4faf24bfc994922a42e647b17_418) | | |

| | | | | | |

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

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

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

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

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

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

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

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

As of December 31, [removed: 2021,] [added: 2022,] we occupied offices, excluding affiliates, in the following geographical regions:

| Europe, Middle East and Africa (EMEA) | | | [removed: 227] [added: 250] | | | | | | 1 | | | | | | [removed: 228] [added: 251] | | |

(1)Includes [removed: 99] [added: 122] offices [removed: acquired as part] of Turner & Townsend, including [removed: 21] [added: 33] in the Americas, [removed: 46,] [added: 58,] in EMEA, and [removed: 32] [added: 31] offices in APAC regions.

| Americas | | | 255 | | | | | | 1 | | | | | | 256 | | |

| Asia Pacific | | | 149 | | | | | | 1 | | | | | | 150 | | |

| Total | | | 654 | | | | | | 3 | | | | | | 657 | | |

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

| Asia Pacific | | | 116 | | | | | | 1 | | | | | | 117 | | |

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

As of February [removed: 17, 2022,] [added: 16, 2023,] there were [removed: 48] [added: 47] stockholders of record of our Class A common stock.

Open market share repurchase activity during the three months ended December 31, [removed: 2021] [added: 2022] was as follows (dollars in thousands, except per share amounts):

[removed: (1)During 2019,] [added: (1)In November 2021,] our board of directors authorized a program for the company to repurchase up to [removed: $500.0 million] [added: $2.0 billion] of our Class A common stock over [removed: three years.][added: five years, effective November 19, 2021 (the “2021 program”).]

In [removed: November 2021,] [added: August 2022,] our board of directors authorized [removed: a new program for the company to repurchase up to] [added: an additional] $2.0 billion [removed: of our Class A common stock over five years, effective November 19, 2021,] [added: under this program,] bringing the total authorized amount under [removed: both programs] [added: the 2021 program] to a total of [removed: $2.5] [added: $4.0] billion.

During the fourth quarter of [removed: 2021,] [added: 2022,] we repurchased [removed: $184.6] [added: $451.0] million of our common stock under [removed: these programs.][added: the 2021 program.]

The remaining [removed: $1.98] [added: $2.1] billion in the table represents the amount available to repurchase shares under the [removed: authorized repurchase programs] [added: 2021 program] as of December 31, [removed: 2021.][added: 2022.]

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

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

The graph below matches the 5 Year Cumulative Total Return of holders of CBRE Group, Inc.’s common stock with the cumulative total returns of the S&P 500 Index and a customized peer group of [removed: nine] [added: eight] 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 [removed: Inc.,] [added: Inc. (CIGI),] Cushman & Wakefield [removed: plc,] [added: plc (CWK),] ISS [removed: A/S,] [added: A/S (ISS),] Marcus & Millichap, [removed: Inc.,] [added: Inc. (MMI),] Newmark Group [removed: Inc.,] [added: Inc. (NMRK),] Savills [removed: plc, Sodexo S.A.,] [added: plc (SVS.L),] and Walker & Dunlop, Inc. [removed: These companies are or include divisions with business lines reasonably comparable to some or all of ours, and which represent our current primary competitors.][added: (WD).]

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: 2016] [added: 2017] and tracks it through December 31, [removed: 2021.][added: 2022.]

[added: A 2021 PEER GROUP] AND [added: A 2022] PEER GROUP [removed: (3)]

[removed: ][added: ]

(1)$100 invested on December 31, [removed: 2016] [added: 2017] in stock or index-including reinvestment of dividends.

(2)Copyright© [removed: 2022] [added: 2023] Standard & Poor’s, a division of S&P Global.

This figure does not include beneficial owners who hold shares in nominee name.

| October 1, 2022 - October 31, 2022 | | | 1,710,392 | | | $ | 70.10 | | 1,710,392 | | | | | | | | |

| November 1, 2022 - November 30, 2022 | | | 2,103,417 | | | 73.53 | | | 2,103,417 | | | | | | | | |

| December 1, 2022 - December 31, 2022 | | | 2,293,711 | | | 76.90 | | | 2,293,711 | | | | | | | | |

| | | | 6,107,520 | | | $ | 73.84 | | 6,107,520 | | | | | | $ | 2,115,795 | |

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

In 2022, we elected to remove Sodexo S.A. (EXHO.PA) from our peer group given that facilities management is a relatively small portion of Sodexo’s overall service offerings.

| | | | 12/31/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | |

| CBRE Group, Inc. | | | $ | 100.00 | | $ | 92.45 | | $ | 141.51 | | $ | 144.82 | | $ | 250.54 | | $ | 177.70 | |

| S&P 500 | | | 100.00 | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.89 | | |

| 2021 Peer Group | | | 100.00 | | | 74.55 | | | 105.11 | | | 85.40 | | | 124.37 | | | 83.72 | | |

| 2022 Peer Group | | | 100.00 | | | 73.92 | | | 105.47 | | | 86.74 | | | 127.84 | | | 83.14 | | |

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

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

| 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 | |

_______________

Equity Compensation Plan Information

The following table summarizes information about our equity compensation plans as of December 31, 2021.

All outstanding awards relate to our Class A common stock.

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

| Equity compensation plans approved by security holders (1) | | | 9,584,956 | | | | | | $ | — | | | | | 3,435,020 | | |

| Equity compensation plans not approved by security holders | | | — | | | | | | — | | | | | | — | | |

| Total | | | 9,584,956 | | | | | | $ | — | | | | | 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 (the2012 Plan).

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

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

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

In addition:

- The figures in the foregoing table include:

◦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

◦3,606,066 RSUs that are time vesting in nature.

| | | | 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 | | |

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

| [Report of Independent Registered Public Accounting [removed: Firm on] [added: Firm](#i4ec277f4faf24bfc994922a42e647b17_175) [](#i4ec277f4faf24bfc994922a42e647b17_175)[on] Consolidated Financial [removed: Statements](#i36695dc5143241f795c32e47bf5f4b3d_148)] [added: Statements](#i4ec277f4faf24bfc994922a42e647b17_175) [(KPMG LLP, Los Angeles, CA, Auditor Firm](#i4ec277f4faf24bfc994922a42e647b17_175) [ID](#i4ec277f4faf24bfc994922a42e647b17_175)[:](#i4ec277f4faf24bfc994922a42e647b17_175) 185[)](#i4ec277f4faf24bfc994922a42e647b17_175)] | | | [removed: [53](#i36695dc5143241f795c32e47bf5f4b3d_148)] [added: [56](#i4ec277f4faf24bfc994922a42e647b17_175)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i36695dc5143241f795c32e47bf5f4b3d_151)] [added: Reporting](#i4ec277f4faf24bfc994922a42e647b17_178)] | | | [removed: [56](#i36695dc5143241f795c32e47bf5f4b3d_151)] [added: [59](#i4ec277f4faf24bfc994922a42e647b17_178)] | | |

| [Consolidated Balance Sheets [removed: at] [added: at](#i4ec277f4faf24bfc994922a42e647b17_181)] December 31, [added: 2022 [and](#i4ec277f4faf24bfc994922a42e647b17_181)] 2021 [removed: and 2020](#i36695dc5143241f795c32e47bf5f4b3d_154)] | | | [removed: [58](#i36695dc5143241f795c32e47bf5f4b3d_154)] [added: [60](#i4ec277f4faf24bfc994922a42e647b17_181)] | | |

| [Consolidated Statements of Operations for the years [removed: ended] [added: ended](#i4ec277f4faf24bfc994922a42e647b17_184)] December 31, [removed: 2021,] [added: 2022[,](#i4ec277f4faf24bfc994922a42e647b17_184) 2021 [and](#i4ec277f4faf24bfc994922a42e647b17_184)] 2020 [removed: and 2019](#i36695dc5143241f795c32e47bf5f4b3d_157)] | | | [removed: [59](#i36695dc5143241f795c32e47bf5f4b3d_157)] [added: [61](#i4ec277f4faf24bfc994922a42e647b17_184)] | | |

| [Consolidated Statements of Comprehensive Income for the years [removed: ended] [added: ended](#i4ec277f4faf24bfc994922a42e647b17_187)] December 31, [removed: 2021,] [added: 2022[,](#i4ec277f4faf24bfc994922a42e647b17_187) 2021 [and](#i4ec277f4faf24bfc994922a42e647b17_187)] 2020 [removed: and 2019](#i36695dc5143241f795c32e47bf5f4b3d_160)] | | | [removed: [60](#i36695dc5143241f795c32e47bf5f4b3d_160)] [added: [62](#i4ec277f4faf24bfc994922a42e647b17_187)] | | |

| [Consolidated Statements of Cash Flows for the years [removed: ended] [added: ended](#i4ec277f4faf24bfc994922a42e647b17_190)] December 31, [removed: 2021,] [added: 2022[,](#i4ec277f4faf24bfc994922a42e647b17_190) 2021 [and](#i4ec277f4faf24bfc994922a42e647b17_190)] 2020 [removed: and 2019](#i36695dc5143241f795c32e47bf5f4b3d_163)] | | | [removed: [61](#i36695dc5143241f795c32e47bf5f4b3d_163)] [added: [63](#i4ec277f4faf24bfc994922a42e647b17_190)] | | |

| [Consolidated Statements of Equity for the years [removed: ended] [added: ended](#i4ec277f4faf24bfc994922a42e647b17_193)] December 31, [removed: 2021,] [added: 2022[,](#i4ec277f4faf24bfc994922a42e647b17_193) 2021 [and](#i4ec277f4faf24bfc994922a42e647b17_193)] 2020 [removed: and 2019](#i36695dc5143241f795c32e47bf5f4b3d_166)] | | | [removed: [63](#i36695dc5143241f795c32e47bf5f4b3d_166)] [added: [65](#i4ec277f4faf24bfc994922a42e647b17_193)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i36695dc5143241f795c32e47bf5f4b3d_169) | | | [65](#i36695dc5143241f795c32e47bf5f4b3d_169) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)]

| [Schedule II -Valuation and Qualifying [removed: Accounts](#i36695dc5143241f795c32e47bf5f4b3d_373)] [added: Accounts](#i4ec277f4faf24bfc994922a42e647b17_412)] | | | [removed: [120](#i36695dc5143241f795c32e47bf5f4b3d_373)] [added: [124](#i4ec277f4faf24bfc994922a42e647b17_412)] | | |

We have audited the accompanying consolidated balance sheets of CBRE Group, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: I*nternal] [added: *Internal] Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 28, 2022] [added: 24, 2023] expressed an [removed: adverse] [added: unqualified] opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of [removed: $191.9] [added: $391.4] million as of December 31, [removed: 2021.][added: 2022.]

The Company utilizes a two-step approach to recognizing and measuring [removed: uncertain] [added: unrecognized] tax positions.

The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized [added: (MLTN)] upon ultimate settlement.

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

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

- Inspecting correspondence with applicable taxing authorities, and assessing the expiration of statutes of limitations, [removed: and]

[added: -] We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s [removed: initial measurement valuation] [added: loss contingency] process, including [removed: certain controls over the development of] [added: estimates related to which buildings are subject to] the [removed: assumptions noted above.][added: Additional Costs and remediation cost for those buildings,]

We have audited CBRE Group, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, [removed: because of] the [removed: effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the] Company [removed: has not maintained] [added: maintained, in all material respects,] effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, cash [removed: flows,] [added: flows] and equity for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February [removed: 28, 2022] [added: 24, 2023] expressed an unqualified opinion on those consolidated financial statements.

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

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 2,430,951] [added: 1,318,290] | | | | | $ | [removed: 1,896,188] [added: 2,430,951] | |

| Restricted cash | | | [removed: 108,830] [added: 86,559] | | | | | | [removed: 143,059] [added: 108,830] | | |

| Receivables, less allowance for doubtful accounts of [removed: $97,588] [added: $92,354] and [removed: $95,533] [added: $97,588] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 5,150,473] [added: 5,326,807] | | | | | | [removed: 4,394,954] [added: 5,150,473] | | |

| Warehouse receivables | | | [removed: 1,303,717] [added: 455,354] | | | | | | [removed: 1,411,170] [added: 1,303,717] | | |

| Contract assets | | | [removed: 338,749] [added: 391,626] | | | | | | [removed: 318,191] [added: 338,749] | | |

| Prepaid expenses | | | [removed: 333,885] [added: 311,508] | | | | | | [removed: 294,992] [added: 333,885] | | |

| Income taxes receivable | | | [removed: 44,104] [added: 81,528] | | | | | | [removed: 93,756] [added: 44,104] | | |

| Other current assets | | | [removed: 371,656] [added: 557,009] | | | | | | [removed: 293,321] [added: 371,656] | | |

| Total Current Assets | | | [removed: 10,082,365] [added: 8,528,681] | | | | | | [removed: 8,845,631] [added: 10,082,365] | | |

| Property and equipment, net of accumulated depreciation and amortization of [removed: $1,288,509] [added: $1,386,261] and [removed: $1,074,887] [added: $1,288,509] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 816,092] [added: 836,041] | | | | | | [removed: 815,009] [added: 816,092] | | |

| Goodwill | | | [removed: 4,995,175] [added: 4,868,382] | | | | | | [removed: 3,821,609] [added: 4,995,175] | | |

| Other intangible assets, net of accumulated amortization of [removed: $1,725,280] [added: $1,915,725] and [removed: $1,556,537] [added: $1,725,280] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 2,409,427] [added: 2,192,706] | | | | | | [removed: 1,367,913] [added: 2,409,427] | | |

| Operating lease assets | | | [removed: 1,046,377] [added: 1,033,011] | | | | | | [removed: 1,020,352] [added: 1,046,377] | | |

| Investments in unconsolidated subsidiaries (with [removed: $813,031] [added: $973,635] and [removed: $116,314] [added: $918,226] at fair value at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively) | | | [removed: 1,196,088] [added: 1,317,705] | | | | | | [removed: 452,365] [added: 1,196,088] | | |

| Non-current contract assets | | | [removed: 135,626] [added: 137,480] | | | | | | [removed: 153,636] [added: 135,626] | | |

| Real estate under development | | | [removed: 326,416] [added: 172,253] | | | | | | [removed: 277,630] [added: 326,416] | | |

| [Notes to Consolidated Financial Statements](#i4ec277f4faf24bfc994922a42e647b17_196) | | | [67](#i4ec277f4faf24bfc994922a42e647b17_196) | | |

*Evaluation of contingent liability for Telford fire safety remediation*

As discussed in Note 22 to the consolidated financial statements, on April 28, 2022, the United Kingdom (“UK”) passed the Building Safety Act of 2022 (“BSA”).

The BSA introduced new laws related to building safety and the remediation of historic building safety defects, effectively requiring developers to remediate certain buildings with critical fire safety issues.

Telford Homes (a wholly owned subsidiary of CBRE Group, Inc.) signed the UK government’s non-binding Fire Safety Pledge (the “Pledge”) on April 28, 2022.

The Pledge states that, subject to entering into mutually acceptable legally binding agreements with the UK government, Telford Homes will (1) take responsibility for performing or funding self-remediation works relating to certain life-critical fire-safety issues on all Telford Homes-constructed buildings of 11 meters in height or greater in England constructed in the last 30 years and (2) withdraw Telford Homes-developed buildings from the government-sponsored BSF and ACM Funds or reimburse the government funds for the cost of remediation of in-scope buildings.

The Company has recorded a $185.9 million contingent liability related to the Pledge as of December 31, 2022, of which $134.3 million is related to management’s estimate for the potential additional costs to be incurred for buildings to be remediated directly by Telford Homes, based on the best available data including third-party cost estimates for remediation.

We identified the Company’s evaluation of the estimate of potential additional costs associated with the Pledge (Additional Costs) as a critical audit matter.

Due to the nature of the Pledge, a high degree of subjectivity was required to evaluate which buildings are subject to the Additional Costs and estimated remediation cost for those buildings.

- We assessed the completeness of the Additional Costs by obtaining a listing of all Telford Homes’ buildings built since inception of Telford Homes.

For a sample of the buildings, we evaluated the Company’s determination of which buildings are subject to the Additional Costs by assessing the sample selected to building specifications, external fire review reports and the resulting risk profile assigned to each building, and

- We obtained the Company’s estimation of the Additional Costs recorded and evaluated the accuracy of the Additional Costs by comparing the Company’s estimate of the remediation cost associated with each building to industry data.

- Testing management’s process and evaluating their supporting evidence for the MLTN determination, and performing our evaluation of whether it is MLTN that the unrecognized tax position taken by the Company will be sustained,

- Reading and evaluating the Company’s external specialist reports, and considering its impact on the measurement, if applicable, of the unrecognized tax positions, and

- Evaluating the Company’s assessment of settlement outcomes, probabilities, and inputs to the Company’s calculation of unrecognized tax positions.

February 24, 2023

February 24, 2023

| | | | 2022 | | | | | | 2021 | | |

| Revolving credit facility | | | 178,000 | | | | | | — | | |

| Net income | | | $ | 1,423,960 | | | | | $ | 1,841,915 | | | | | $ | 755,868 | |

| Depreciation and amortization | | | 613,088 | | | | | | 525,871 | | | | | | 501,728 | | |

| Asset impairments | | | 58,713 | | | | | | — | | | | | | 88,676 | | |

| Investment in VTS | | | (100,720) | | | | | | — | | | | | | — | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,407,370 | | | | | | — | | | | | | — | | | | | | 16,590 | | | | | | 1,423,960 | | |

| Repurchase of common stock | | | (22,890,606) | | | | | | (229) | | | | | | (912,453) | | | | | | (948,849) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,861,531) | | |

| Foreign currency translation loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (314,574) | | | | | | (94,111) | | | | | | (408,685) | | |

| Other | | | — | | | | | | — | | | | | | (8,822) | | | | | | 7,791 | | | | | | — | | | | | | (7,565) | | | | | | (2,478) | | | | | | (11,074) | | |

| Balance at December 31, 2022 | | | 311,014,160 | | | | | | $ | 3,110 | | | | | $ | — | | | | | $ | 8,832,943 | | | | | $ | (118,918) | | | | | $ | (863,862) | | | | | $ | 752,459 | | | | | $ | 8,605,732 | |

Commercial real estate markets recovered strongly beginning in 2021 and continuing into the second quarter of 2022.

In addition, the ongoing military conflict in Ukraine poses heightened risks for our operations in Europe, exacerbating supply chain disruptions, worsening inflation and raising the specter of energy shortages during the winter months.

In March of 2022, we elected to exit most of our business in Russia, although we continue to have a limited number of employees in the country, managing facilities for existing corporate clients under pre-existing global outsourcing contracts.

In addition, the second half of 2022 has been marked by significant macroeconomic challenges as central banks around the world have rapidly and sharply raised interest rates in efforts to reduce inflation, thereby significantly limiting credit availability.

Less available and more expensive debt capital has pronounced effects on our capital markets (mortgage origination and property sales) businesses, making property acquisitions and dispositions harder to finance.

Similar factors also impact the timing and ultimate proceeds realized for property sales within our development business.

obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity.

| | | | 2022 | | | | | | 2021 | | |

| Real estate under development | | | 172,253 | | | | | | 326,416 | | |

We assess variable consideration on a contract-by-contract basis, and when appropriate, recognize revenue based on our assessment of the outcome (using the most likely outcome approach or weighted probability) and historical results, if comparable and representative.

We assess variable consideration on a contract-by-contract basis, and when appropriate, recognize revenue based on our assessment of the outcome (using the most likely outcome approach or weighted probability) and historical results, if comparable and representative.

- Performing an independent assessment of certain of the Company’s tax positions and comparing the results to the Company’s assessment.

*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.

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

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

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.

These material weaknesses have been identified and included in management’s assessment.

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

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.

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

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

| Legal entity restructuring, net of $17,694 income tax expense for the year ended December 31, 2019 | | | — | | | | | | — | | | | | | 63,149 | | |

| Repayment of senior term loans | | | (300,000) | | | | | | — | | | | | | (300,000) | | |

| Repayment of debt assumed in acquisition of Telford Homes | | | — | | | | | | — | | | | | | (110,687) | | |

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

| Reduction of trust account - special purpose acquisition company | | | 189,801 | | | | | | — | | | | | | — | | |

| Balance at December 31, 2018 | | | 336,912,783 | | | | | | $ | 3,369 | | | | | $ | 1,149,013 | | | | | $ | 4,504,684 | | | | | $ | (147,907) | | | | | $ | (570,362) | | | | | $ | 71,105 | | | | | $ | 5,009,902 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,282,357 | | | | | | — | | | | | | — | | | | | | 9,093 | | | | | | 1,291,450 | | |

| Repurchase of common stock | | | (3,080,907) | | | | | | (31) | | | | | | (145,106) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (145,137) | | |

| Foreign currency translation loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,047) | | | | | | (45) | | | | | | (14,092) | | |

| Deconsolidation of investments | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (76,349) | | | | | | (76,349) | | |

| Legal entity restructuring, net | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,149 | | | | | | — | | | | | | 63,149 | | |

| Other | | | — | | | | | | 1 | | | | | | 2,734 | | | | | | 6,108 | | | | | | — | | | | | | (14,946) | | | | | | (6,040) | | | | | | (12,143) | | |

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

Altus Power Inc. (Altus) began trading as a public company on the NYSE on December 10, 2021 under the ticker symbol “AMPS.”

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.

There was a significant impact on commercial real estate markets, as many property owners and occupiers put transactions on hold and withdrew existing mandates, sharply reducing sales and leasing volumes.

The company’s management, with participation of the CEO and CFO, under the oversight of our Board of Directors, evaluated the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] using the framework in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the [removed: evaluation,] [added: evaluation under this framework,] management concluded that the company’s internal control over financial reporting was [removed: not] effective as of December 31, [removed: 2021 due to the material weaknesses described below.][added: 2022.]

[removed: Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the] [added: The] effectiveness of the company’s internal control over financial [removed: reporting.][added: reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein on page [5](#i4ec277f4faf24bfc994922a42e647b17_178)[9](#i4ec277f4faf24bfc994922a42e647b17_178).]

[removed: Material] [added: Remediation of Prior Material] Weaknesses [removed: Identified] Relating to Global Workplace Solutions [removed: Segment – Europe, Middle East & Africa Region (GWS EMEA)][added: EMEA]

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 15d- 15(e) under the Exchange Act as of December 31, [removed: 2021.][added: 2022.]

Our Disclosure Committee consists of our General Counsel, our [removed: Deputy CFO and] Chief Accounting Officer, our [removed: Chief Transformation Officer, our Chief Communication Officer, 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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial [removed: reporting.][added: reporting except as disclosed below.]

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, [removed: 2020.][added: 2021.]

Based on this evaluation, our certifying officers concluded that our disclosure controls and procedures are effective as of December 31, 2022.

During the year ended December 31, 2022, management executed its remediation plan related to these material weaknesses, including (i) implementation of focused training, including mandatory On-the-Job-Training for revenue and receivables and journal entries; (ii) redesign and refinement of the processes and controls related to journal entries; and (iii) testing the operating effectiveness of the controls impacted by our remediation efforts.

As a result of the measures described above, the previously disclosed material weaknesses that existed as of December 31, 2021 have been remediated as of December 31, 2022.

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.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

KPMG LLP’s report is included herein on page [56](#i36695dc5143241f795c32e47bf5f4b3d_148).

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.

The Company’s Plan to Remediate the Material Weaknesses

The company, with the oversight from the Audit Committee of the Board of Directors, is committed to remediating the GWS EMEA material weaknesses in a timely manner.

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.

Our remediation efforts related to the material weaknesses are ongoing.

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 2022, there can be no assurances that we will be able to successfully complete the remediation within the contemplated timeline.

Our certifying officers concluded 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, 2021.

In light of the material weaknesses described above, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP).

Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in accordance with GAAP.

Remediation of Previously Reported Material Weaknesses Relating to GWS EMEA

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.

None.

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.

The information under the headings “Elect Directors,” “Corporate Governance,” “Executive Management” and “Stock Ownership” in the definitive proxy statement for our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders is incorporated herein by reference.

Equity Compensation Plan Information

The following table summarizes information about our equity compensation plans as of December 31, 2022.

All outstanding awards relate to our Class A common stock.

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

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

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

| Equity compensation plans approved by security holders (1) | | | 10,186,742 | | | | | | $ | — | | | | | 10,087,368 | | |

| Equity compensation plans not approved by security holders | | | — | | | | | | — | | | | | | — | | |

| Total | | | 10,186,742 | | | | | | $ | — | | | | | 10,087,368 | | |

_______________

(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 (the 2012 Plan).

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

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

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

In addition:

- The figures in the foregoing table include:

◦6,709,560 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

◦3,477,182 RSUs that are time vesting in nature.

The information contained under the headings “Elect Directors,” “Corporate Governance” and “Related-Party Transactions” in the definitive proxy statement for our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders is incorporated herein by reference.

See [Index to Consolidated Financial Statements and Financial Statement [removed: Schedules](#i36695dc5143241f795c32e47bf5f4b3d_145)] [added: Schedules](#i4ec277f4faf24bfc994922a42e647b17_172)] located on page [removed: [52](#i36695dc5143241f795c32e47bf5f4b3d_145)] [added: [5](#i4ec277f4faf24bfc994922a42e647b17_172)[5](#i4ec277f4faf24bfc994922a42e647b17_172)] of this report.

See [Schedule [removed: II](#i36695dc5143241f795c32e47bf5f4b3d_373)] [added: II](#i4ec277f4faf24bfc994922a42e647b17_412)] located on page [removed: [12](#i36695dc5143241f795c32e47bf5f4b3d_373)0] [added: [12](#i4ec277f4faf24bfc994922a42e647b17_412)4] of this report.

See [Exhibit [removed: Index](#i36695dc5143241f795c32e47bf5f4b3d_376)] [added: Index](#i4ec277f4faf24bfc994922a42e647b17_415)] located on page [removed: [12](#i36695dc5143241f795c32e47bf5f4b3d_376)1] [added: [12](#i4ec277f4faf24bfc994922a42e647b17_415)5] of this report.

| Additions: Charges to expense | | | [removed: 20,373] [added: 16,893] | | |

| Deductions: Write-offs, payments and other | | | [removed: 7,996] [added: 22,127] | | |

| Balance, December 31, 2019 | | | [removed: 72,725] [added: $] | [added: 72,725] | |

| Balance, December 31, 2021 | | | [removed: $ |] 97,588 | | [added: |]

| 2.1 | | | [Share Sale Agreement, dated November 12, 2013, by and among William Investments Limited, the individual vendors named therein, CBRE Holdings Limited, CBRE [removed: UK Acquisition] [added: U](https://www.sec.gov/Archives/edgar/data/1138118/000119312513440415/d627227dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/1138118/000119312513440415/d627227dex101.htm)[K](https://www.sec.gov/Archives/edgar/data/1138118/000119312513440415/d627227dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/1138118/000119312513440415/d627227dex101.htm) [Acquisition] Company Limited and CBRE Group, Inc.](https://www.sec.gov/Archives/edgar/data/1138118/000119312513440415/d627227dex101.htm) | | | 8-K | | | 001-32205 | | | 1.01 | | | 11/13/2013 | | | | | |

| 2.4 | | | [Amended and Restated Variation Agreement, dated [removed: as](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex24.htm) [of](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex24.htm) [November](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex24.htm) [](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex24.htm)[9](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex24.htm)[,] [added: as of November 9,] 2021, between Turner & Townsend Partners LLP, CBRE Titan Acquisition Co. Limited, CBRE Group, Inc. and Turner & Townsend Holdings Limited](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex24.htm) | | | [added: 10-K] | | | [added: 001-32205] | | | [added: 2.4] | | | [added: 03/01/2022] | | | [removed: X] | | |

| 3.2 | | | [Amended and Restated By-Laws of CBRE Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1138118/000119312520088898/d159672dex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1138118/000119312523041992/d457677dex31.htm)] | | | 8-K | | | 001-32205 | | | 3.1 | | | [removed: 03/27/2020] [added: 02/17/2023] | | | | | |

| 10.6 | | | [Amendment, dated as of December 10, 2021, 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/1138118/000113811822000010/cbre-20211231x10qxex106.htm) | | | [added: 10-K] | | | [added: 001-32205] | | | [added: 10.6] | | | [added: 02/18/2021] | | | [removed: X] | | |

| [removed: 10.7] [added: 10.8] | | | [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: 10.8] [added: 10.9] | | | [Supplement No. 1, dated December 20, [removed: 2018, to] [added: 2018,](https://www.sec.gov/Archives/edgar/data/1138118/000156459019005666/cbg-ex105_360.htm) [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: 10.9] [added: 10.12] | | | [CBRE Group, Inc. Executive Bonus Plan +](https://www.sec.gov/Archives/edgar/data/1138118/000119312521073365/d144530dex101.htm) | | | 8-K | | | 001-32205 | | | 10.1 | | | 03/08/2021 | | | | | |

| [removed: 10.10] [added: 10.13] | | | [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: 10.11] [added: 10.14] | | | [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: 10.12] [added: 10.22] | | | [CBRE Group, [removed: Inc. 2012] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1138118/000119312522162452/d320734dex991.htm) [Amended and Restated](https://www.sec.gov/Archives/edgar/data/1138118/000119312522162452/d320734dex991.htm) [2019] Equity Incentive Plan [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312512218208/d348171dex991.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312522162452/d320734dex991.htm)] | | | S-8 | | | [removed: 333-181235] [added: 333-26594] | | | 99.1 | | | [removed: 05/08/2012] [added: 05/27/2022] | | | | | |

| [removed: 10.13] [added: 10.24] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. [removed: 2012] [added: 2019] Equity Incentive Plan (Performance Vest) [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312513340947/d585953dex101.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1024.htm)] | | | [removed: 8-K] [added: 10-K] | | | 001-32205 | | | [removed: 10.1] [added: 10.24] | | | [removed: 08/20/2013] [added: 03/01/2022] | | | | | |

| [removed: 10.14] [added: 10.23] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. [removed: 2012] [added: 2019] Equity Incentive Plan (Time Vest) [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312513340947/d585953dex102.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1023.htm)] | | | [removed: 8-K] [added: 10-K] | | | 001-32205 | | | [removed: 10.2] [added: 10.23] | | | [removed: 08/20/2013] [added: 03/01/2022] | | | | | |

| [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/1138118/000113811822000010/cbre-20211231x10qxex1023.htm)] [added: (Non-Employee Director) +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1025.htm)] | | | [added: 10-K] | | | [added: 001-32205] | | | [added: 10.25] | | | [added: 03/01/2022] | | | [removed: X] | | |

| 10.30 | | | [Letter [removed: Agreement] [added: Agreement,] dated as of [removed: April 4, 2019] [added: July 28, 2021,] by and between CBRE, Inc. and [removed: Leah C. Stearns +](https://www.sec.gov/Archives/edgar/data/1138118/000156459019018435/cbre-ex102_472.htm)] [added: Emma Giamartino +](https://www.sec.gov/Archives/edgar/data/1138118/000113811821000033/cbre-20210630x10qxex103.htm)] | | | 10-Q | | | 001-32205 | | | [removed: 10.2] [added: 10.3] | | | [removed: 05/10/2019] [added: 07/30/2021] | | | | | |

| 10.31 | | | [removed: [Employment and Transition Agreement, dated as] [added: [Form] of [removed: July 27, 2021, by and between CBRE, Inc. and Leah C. Stearns +](https://www.sec.gov/Archives/edgar/data/1138118/000113811821000033/cbre-20210630x10qxex102.htm)] [added: Restrictive Covenants Agreement +](https://www.sec.gov/Archives/edgar/data/1138118/000113811821000033/cbre-20210630x10qxex104.htm)] | | | 10-Q | | | 001-32205 | | | [removed: 10.2] [added: 10.4] | | | 07/30/2021 | | | | | |

| 10.32 | | | [Letter Agreement, dated as of [removed: July 28, 2021,] [added: February 23, 2022,] by and between CBRE, Inc. and [removed: Emma Giamartino +](https://www.sec.gov/Archives/edgar/data/1138118/000113811821000033/cbre-20210630x10qxex103.htm)] [added: Chandra Dhandapani +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm)] | | | [removed: 10-Q] [added: 10-K] | | | 001-32205 | | | [removed: 10.3] [added: 10.34] | | | [removed: 07/30/2021] [added: 03/01/2022] | | | | | |

| [removed: 10.34] [added: 10.33] | | | [removed: [Letter] [added: [Separation] Agreement, dated as [removed: of](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm) [](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm)[February](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm) [](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm)[23](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm)[,] [added: of January 20, 2023] by and between [removed: CBRE,] [added: CBRE Group,] Inc. and [removed: Chandra Dhandapani +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm)] [added: Michael J. Lafitte +](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000009/cbre-20221231x10kxex1033.htm)] | | | | | | | | | | | | | | | X | | |

| 21 | | | [Subsidiaries of CBRE Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000009/cbre-20221231x10kxex21.htm)] | | | | | | | | | | | | | | | X | | |

| 22.1 | | | [removed: [Subsidiary](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex221.htm) [Issuers and](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex221.htm) [Guarantors] [added: [Subsidiary Issuers and Guarantors] of CBRE Group, Inc.’s Registered [removed: Debt](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex221.htm)] [added: Debt](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000009/cbre-20221231x10qxex221.htm)] | | | | | | | | | | | | | | | X | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000009/cbre-20221231x10kxex231.htm)] | | | | | | | | | | | | | | | X | | |

| 31.1 | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000009/cbre-20221231x10qxex311.htm)] | | | | | | | | | | | | | | | X | | |

| 31.2 | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000009/cbre-20221231x10kxex312.htm)] | | | | | | | | | | | | | | | X | | |

| 32 | | | [Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10kxex32.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000009/cbre-20221231x10kxex32.htm)] | | | | | | | | | | | | | | | X | | |

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

| | | | [removed: | | | | | |] *Registrant* | | |

| Date: February [removed: 28, 2022 | | | | | |] [added: 24, 2023] | | | /s/ ROBERT E. SULENTIC | | |

| | | | [removed: | | | | | |] Robert E. Sulentic President and Chief Executive Officer | | |

| [removed: Madeleine G. Barber] [added: Lindsey S. Caplan] | | | | | | (Principal Accounting Officer) | | | | | | | | |

| /s/ BRANDON B. BOZE | | | | | | Chair of the Board | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ BETH F. COBERT | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ REGINALD H. GILYARD | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ SHIRA D. GOODMAN | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ CHRISTOPHER T. JENNY | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ GERARDO I. LOPEZ | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ OSCAR MUNOZ | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ ROBERT E. SULENTIC | | | | | | Director and President and Chief Executive Officer | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| Balance, December 31, 2022 | | | $ | 92,354 | |

| 10.7 | | | [Amendment No. 2, dated as of August 5, 2022, among CBRE Group, Inc., CBRE Global Acquisition Company, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch and Wells Fargo Bank,](https://www.sec.gov/Archives/edgar/data/1138118/000119312522214998/d388149dex101.htm) [National Association.](https://www.sec.gov/Archives/edgar/data/1138118/000119312522214998/d388149dex101.htm) | | | 8-K | | | 001-32205 | | | 10.1 | | | 08/08/2022 | | | | | |

| 10.10 | | | [Revolving Credit Agreement, dated as of August 5, 2022, among CBRE Group, Inc., CBRE Services, Inc., the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312522214998/d388149dex102.htm) | | | 8-K | | | 001-32205 | | | 10.2 | | | 08/08/2022 | | | | | |

| 10.11 | | | [Holdings Guaranty Agreement, dated as of August 5, 2022, among CBRE Group, Inc., CBRE Services, Inc. and Wells Fargo Bank, National Association, as administrative agent.](https://www.sec.gov/Archives/edgar/data/1138118/000119312522214998/d388149dex103.htm) | | | 8-K | | | 001-32205 | | | 10.3 | | | 08/08/2022 | | | | | |

| | | | | | |

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

| | | | | | |

| /s/ LINDSEY S. CAPLAN | | | | | | Chief Accounting Officer | | | | | | February 24, 2023 | | |

| /s/ EMMA E. GIAMARTINO | | | | | | Chief Financial Officer | | | | | | February 24, 2023 | | |

| /s/ E.M. BLAKE HUTCHESON | | | | | | Director | | | | | | February 24, 2023 | | |

| E.M. Blake Hutcheson | | | | | | | | | | | | | | |

| /s/ SUSAN MEANEY | | | | | | Director | | | | | | February 24, 2023 | | |

| Susan Meaney | | | | | | | | | | | | | | |

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

| Balance, December 31, 2018 | | | $ | 60,348 | |

| 10.22 | | | [CBRE Group, Inc. 2019 Equity Incentive Plan +](https://www.sec.gov/Archives/edgar/data/1138118/000119312519159569/d731598dex991.htm) | | | S-8 POS | | | 333-231572 | | | 99.1 | | | 05/29/2019 | | | | | |

| 10.24 | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. 2019 Equity Incentive Plan (Performance Vest) +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1024.htm) | | | | | | | | | | | | | | | X | | |

| 10.25 | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. 2019 Equity Incentive Plan (Non-Employee Director) +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1025.htm) | | | | | | | | | | | | | | | X | | |

| 10.33 | | | [Form of Restrictive Covenants Agreement +](https://www.sec.gov/Archives/edgar/data/1138118/000113811821000033/cbre-20210630x10qxex104.htm) | | | 10-Q | | | 001-32205 | | | 10.4 | | | 07/30/2021 | | | | | |

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

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

| /s/ MADELEINE G. BARBER | | | | | | Deputy CFO & Chief Accounting Officer | | | | | | February 28, 2022 | | |

| /s/ EMMA E. GIAMARTINO | | | | | | Global Group President, CFO & CIO | | | | | | February 28, 2022 | | |