CBRE Group (CBRE) 10-K risk factor changes: FY2023 vs FY2022

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

[removed: For example, during the onset of] [added: Furthermore,] the Covid-19 [removed: pandemic, commercial real estate markets globally were severely impacted by a sharp decline in economic activity due to the spread of Covid-19, which put downward pressure on certain parts of our business, and has likely] [added: pandemic] engendered structural changes to the utilization of many types of commercial real estate, which will [added: likely] have ongoing repercussions for our business.

For example, in [removed: the second half of 2022,] [added: 2023,] central banks around the world [removed: sharply raised] [added: continued to raise] interest rates in efforts to rein in inflation, reducing credit availability.

Our operations are subject to [added: international] social, political and economic risks in foreign [removed: countries as well as foreign currency volatility.][added: countries.]

During the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 43%] [added: 45%] of our revenue was transacted in foreign currencies.

[removed: Fluctuations in foreign currency exchange rates may result in corresponding fluctuations in] [added: As a result, the strengthening or weakening of the U.S. dollar will positively or negatively impact our reported results, including] revenue and earnings as well as the assets under management for our investment management business, which could have a material adverse effect on our business, financial condition and operating results.

[removed: In addition, international] [added: International] economic trends, foreign governmental policy actions and the following factors may have a material adverse effect on the performance of our business:

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

[removed: However, coordinating our activities] [added: Our international operations require us] to [removed: deal] [added: comply] with [removed: the] [added: a] broad range of complex legal and regulatory environments in which we [removed: operate presents significant challenges.][added: operate.]

We compete across a variety of business disciplines within the commercial real estate services and investment industry, including property management, facilities management, project and transaction management, tenant and landlord leasing, capital markets solutions (property sales and commercial mortgage origination) and mortgage services, [removed: 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: 2022] [added: 2023] revenue, our relative competitive position varies [removed: significantly] across geographies, property types and services and business lines.

[removed: Although many] [added: Some] of our [removed: existing] competitors are [removed: local or regional firms that are smaller than we are, some of these competitors are] larger [added: than us] on a local or regional [removed: basis.][added: basis despite having a smaller global footprint.]

We [removed: are further subject to competition from] [added: also compete with] large national and multi-national firms that have similar service and investment competencies to ours, and it is possible that further industry consolidation could lead to much larger and more formidable competitors globally or in the particular geographies, property types, service or business lines that we serve.

Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including handling of complaints, regulatory compliance, such as compliance with government sanctions, the Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other [removed: antibribery,] [added: anti-bribery,] anti-money laundering and corruption laws, the use and protection of client and other sensitive information and from actions taken by regulators or others in response to such conduct.

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

The revenue, net income and cash [removed: flow] [added: flows] generated by our investment management business line within our Real Estate Investments segment [removed: can] [added: may] be volatile primarily because the management, transaction and incentive fees [removed: can] [added: may] vary as a result of market movements.

In the event that any of the investment programs that our investment management business manages were to perform poorly, our revenue, net income and cash [removed: flow] [added: flows] could [removed: decline] [added: decline,] because the value of the assets we manage would [removed: decrease, which would result in a reduction in some of] [added: decrease and thereby reduce] our management [removed: fees,] [added: fees] and our investment [removed: returns would decrease,] [added: returns,] resulting in a reduction in the incentive compensation we earn.

As of December 31, [removed: 2022,] [added: 2023,] we had a net investment of approximately [removed: $339.8] [added: $337.0] million and had committed [removed: $106.9] [added: $180.4] million to fund future co-investments in our investment funds, approximately [removed: $47.3] [added: $128.0] million of which is expected to be funded during [removed: 2023.][added: 2024.]

As of December 31, [removed: 2022,] [added: 2023,] we were involved as a principal in [removed: 29] [added: 36] real estate projects that were consolidated in our financial statements with invested equity of [removed: $471.8] [added: $526.7] million and co-invested with our clients in approximately [removed: 135] [added: 132] unconsolidated real estate projects with a net investment of [removed: $283.0] [added: $358.8] million.

We had committed additional capital of [removed: $81.0] [added: $230.1] million and [removed: $85.9] [added: $73.9] million to consolidated and unconsolidated projects, respectively, as of December 31, [removed: 2022.][added: 2023.]

Because the disposition of a single significant investment [removed: can] [added: may] affect our financial performance in any period, our real estate investment activities could cause fluctuations in our [removed: net] earnings and cash [removed: flow.][added: flows.]

Should we fail to accurately assess working capital requirements, the cash [removed: flow] [added: flows] generated by this business may be adversely impacted.

While certain of our executive officers and key employees are subject to long-term compensatory arrangements, there [removed: can be] [added: is] no assurance that we will be able to retain all key members of our senior management.

We have approximately [removed: 115,000] [added: 130,000] employees [removed: (excluding] [added: (including] Turner & Townsend employees) as well as independent contractors working in over 100 countries.

Infrastructure [removed: disruptions] [added: disruptions, climate change, natural disasters and other events] may disrupt our ability to manage real estate for clients or may adversely affect the value of real estate investments we make on behalf of clients.

[removed: As a result, fires, earthquakes, floods, hurricanes, other] natural disasters, building defects, acts of war, terrorist attacks, mass shootings or infrastructure disruptions [removed: can] [added: may] 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 [added: ours.]

As of December 31, [removed: 2022,] [added: 2023,] 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: $1.7] [added: $2.8] billion.

For the year ended December 31, [removed: 2022,] [added: 2023,] our interest expense was [removed: $97.5] [added: $243.2] million.

The lenders under our credit [removed: agreement] [added: agreements] also have the right in these circumstances to terminate any commitments they have to provide further [removed: borrowings.][added: borrowings thereunder.]

Subject to the maximum amounts of indebtedness permitted by [added: the covenants under] our [removed: credit agreement covenants,] [added: debt instruments,] we are not restricted in the amount of additional recourse debt we are able to incur, and so we may in the future incur such indebtedness in order to finance our operations and investments.

Borrowings under certain of our [removed: indebtedness] [added: debt instruments] bear interest at variable rates and expose us to interest rate risk.

Similarly, our employees require effective [removed: tools] [added: tools, technologies] and techniques to perform functions integral to our business.

Failure to successfully provide such [removed: tools and systems,] [added: items,] or ensure that employees have properly adopted them, could materially and adversely impact our ability to achieve positive business outcomes.

Cyberattacks and [removed: viruses] [added: malware] pose growing threats to many companies, and [removed: we] [added: we, as well as our third-party service providers,] 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.

Any of these events could cause system interruption, delays and loss, corruption or exposure of [removed: critical] data or intellectual property and may also disrupt our ability to provide services to or interact with our clients, contractors and vendors, and we may not be able to successfully implement contingency [removed: plans that depend on communication or travel.][added: plans.]

Furthermore, while we have certain business interruption and cyber insurance coverage and various contractual [added: arrangements]

[removed: arrangements] that can serve to mitigate costs, damages and liabilities, any such event could result in substantial recovery and remediation costs and liability to customers, business partners and other third parties.

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

In the ordinary course of our business, we collect and store [removed: sensitive] [added: confidential] data, including our proprietary business information and intellectual property, and that of our clients and personal information (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.

For example, in 2023, commercial real estate capital markets remained under significant pressure.

As a result, we experienced a sustained slowdown in property sales and debt financing activity.

Currency fluctuations could have a material adverse effect on our business, financial condition and operating results.

We also report our results in U.S. dollars.

We have concentrations of business with large clients, which may cause increased credit risk and greater impact from the loss of certain clients and increased risks from higher limitations of liability in contracts.

Having large and concentrated clients may lead to greater or more concentrated risks of loss if, among other possibilities, such a client (i) experiences its own financial problems, which may lead to larger individual credit risks; (ii) becomes bankrupt or insolvent, which may lead to our failure to be paid for services we have previously provided or funds we have previously advanced; (iii) decides to reduce its real estate operations; (iv) makes a change in its real estate strategy; (v) decides to change its providers of real estate services; or (vi) merges with another corporation or otherwise undergoes a change of control, which may result in new management taking over with a different real estate philosophy or in different relationships with other real estate providers.

In addition, competitive conditions, particularly in connection with increasingly large clients, may require us to compromise on certain contract terms with respect to the payment of fees, the extent of risk transfer, or acting as principal rather than agent in connection with supplier relationships, liability limitations, credit terms and other contractual

terms, or in connection with disputes or potential litigation.

Where competitive pressures result in higher levels of potential liability under our contracts, the cost of operational errors and other activities for which we have indemnified our clients will be greater and may not be fully insured.

As a result, fires, earthquakes, floods, hurricanes, other

Further, the U.K.’s withdrawal from the EU and ongoing developments in the U.K. have created additional compliance obligations and some uncertainty regarding whether data protection regulation in the U.K. will further diverge from the GDPR.

As of December 31, 2023, we are required to comply with the GDPR as well as the U.K. equivalent and other global data protection laws (including in Switzerland, Japan,

Singapore, China, United Arab Emirates, Australia, and Brazil), the implementation of which exposes us to parallel data protection regimes, each of which potentially authorizes similar fines and other enforcement actions for certain violations.

At least a dozen states including Colorado, Connecticut, Texas and Virginia, have also passed comprehensive privacy laws protecting residents acting in their individual or household capacities, and several states, most notably Illinois, have passed laws regulating the processing of biometric information.

These state laws impose additional obligations and requirements on impacted businesses.

We are also subject to an increasing number of reporting obligations in respect of material cybersecurity incidents.

These reporting requirements have been proposed or implemented by a number of regulators in different jurisdictions, may vary in their scope and application, and could contain conflicting requirements.

Certain of these rules and regulations may require us to report a cybersecurity incident before we have been able to fully assess its impact or remediate the underlying issue.

Efforts to comply with such reporting requirements could divert management’s attention from our cybersecurity incident response and could potentially reveal system vulnerabilities to threat actors.

Failure to timely report cybersecurity incidents under these rules could also result in regulatory investigations, litigation, monetary fines, sanctions, or subject us to other forms of liability.

which we perform these services.

could be criticized for the accuracy, adequacy or completeness of the disclosure.

We maintain anti-corruption and anti-money-laundering compliance programs throughout the company as well as programs designed to enable us to comply with any potential government economic sanctions, embargoes or other import/export controls.

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

ours.

A significant portion of our revenue is seasonal, which could cause our financial results to fluctuate significantly.

A significant portion of our revenue is seasonal.

Historically, our revenue, operating income, net income and cash flow from operating activities tend to be lowest in the first calendar quarter, and highest in the fourth calendar quarter of each year.

Earnings and cash flow have generally been concentrated in the fourth calendar quarter due to the focus on completing sales, financing and leasing transactions prior to calendar year-end.

This variance among periods makes it difficult to compare our financial condition and results of operations on a quarter-by-quarter basis.

In addition, as a result of the seasonal nature of our business, political, economic or other unforeseen disruptions occurring in the fourth quarter, particularly those that impact our ability to close large transactions, may have a proportionally larger effect on our financial condition and results of operations.

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.

We are required to provide a report from management to our stockholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls.

[removed: This MD&A] [added: The following discussion provides an analysis of the company’s financial condition and results of operations from management’s perspective and] should be read in conjunction with [removed: our] [added: the] consolidated financial statements and related notes included [removed: elsewhere] in this Annual Report.

Discussion regarding our financial condition and results of operations for the year ended December 31, [removed: 2021] [added: 2022] and comparisons between the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020 is] [added: 2021 are] included in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s [removed: 2021] [added: 2022] [Annual [removed: Report](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231.htm)] [added: Report](https://www.sec.gov/ix?doc=/Archives/edgar/data/1138118/000113811823000009/cbre-20221231.htm)] filed with the SEC on February [removed: 28, 2022.][added: 27, 2023.]

[removed: We are] [added: CBRE is] the world’s largest commercial real estate services and investment [removed: firm, based] [added: firm (based] on [removed: 2022 revenue, with leading global market positions in our leasing, property sales, occupier outsourcing and valuation businesses.][added: 2023 revenue).]

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

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

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 [added: 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.]

[removed: Business Combinations, Goodwill] [added: Goodwill] and Other Intangible Assets

We [removed: are required to] test goodwill and other intangible assets deemed to have indefinite [removed: useful] lives [removed: for impairment at least annually, or] [added: as of the beginning of the fourth quarter of each year and] more [removed: often] [added: frequently] if [removed: circumstances or] events [added: and circumstances] indicate [removed: a change in] the [added: potential for] impairment [removed: status, in accordance with ASC Topic 350, “*Intangibles – Goodwill and Other*” (Topic 350).][added: is more likely than not.]

We have the option to perform a qualitative assessment with respect to any of our reporting units [added: and indefinite-lived intangible assets] to determine whether a quantitative impairment test is needed.

We are permitted to assess based on qualitative factors whether it is more likely than not that [removed: a reporting unit’s] [added: the] fair value [added: of a reporting unit or indefinite-lived intangible asset] is less than its carrying amount before applying the quantitative [removed: goodwill] impairment test.

When performing a quantitative test, we use a discounted cash flow approach to estimate the fair value of our reporting [removed: units.][added: units and indefinite-lived intangible assets.]

These assumptions include revenue growth rates, profit margin percentages, discount rates, etc. Due to the many variables inherent in the estimation of [removed: a business’s] [added: these] fair [removed: value] [added: values] and the relative size of our [removed: goodwill,] [added: goodwill and indefinite-lived intangible assets,] if different assumptions and estimates were used, it could have an adverse effect on our impairment analysis.

For additional information on [removed: 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.

Income taxes are accounted for under the asset and liability method in accordance with the “*Accounting for Income [removed: Taxes*,” Topic] [added: Taxes*” topic] of the FASB ASC (Topic 740).

While we believe the resulting tax balances as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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.

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

[removed: Revenue,] [added: Transactional revenue and] earnings [added: within our Advisory Services segment (notably property sales] and [removed: cash flow] [added: leasing)] have [removed: generally] [added: historically] been [removed: concentrated] [added: highest] in the [added: year’s] fourth [removed: calendar] quarter due to the focus on completing [removed: sales, financing and leasing] transactions prior to year-end.

[removed: In addition, rising price levels] [added: Persistent inflation] across the economy [added: also] 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 [added: contractual provisions in some] parts of our business [removed: have protections] [added: provide some protection] against inflation.

As of December 31, [added: 2023 and] 2022, we [removed: have] [added: had] accrued deferred purchase [removed: and contingent considerations] [added: consideration] totaling [added: $530.2 million ($264.1 million of which was a current liability) and] $574.3 [removed: million,] [added: million ($117.3 million of] which [removed: is] [added: was a current liability), respectively, which was] included in “Accounts payable and accrued expenses” and in “Other long-term liabilities” in the accompanying consolidated balance sheets set forth in Item 8 of this Annual Report.

| | | | Year Ended December 31, [removed: | | | | | | | | | | | |] [added: (1)] | | | | | | | | |

| Total revenue | | | [removed: $] [added: 31,949] | [removed: 30,828,246] | | | | | 100.0 | | % | | | | [removed: $] [added: 30,828] | [removed: 27,746,036] | | | | | 100.0 | | % |

The following table sets forth items derived from our consolidated statements of operations for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] (dollars in [removed: thousands):][added: millions):]

| Property management | | | [removed: 1,777,477] [added: 1,840] | | | | | | 5.8 | | % | | | | [removed: 1,691,948] [added: 1,777] | | | | | | [removed: 6.1] [added: 5.8] | | % |

| Project management | | | [removed: 2,735,113] [added: 3,124] | | | | | | [removed: 8.9] [added: 9.8] | | % | | | | [removed: 1,537,215] [added: 2,735] | | | | | | [removed: 5.5] [added: 8.9] | | % |

| Loan servicing | | | [removed: 311,492] [added: 317] | | | | | | 1.0 | | % | | | | [removed: 305,736] [added: 311] | | | | | | [removed: 1.1] [added: 1.0] | | % |

| Advisory leasing | | | [removed: 3,872,379] [added: 3,503] | | | | | | [removed: 12.6] [added: 11.0] | | % | | | | [removed: 3,306,548] [added: 3,872] | | | | | | [removed: 11.9] [added: 12.6] | | % |

| Corporate, other and eliminations | | | [removed: (16,090)] [added: (17)] | | | | | | (0.1) | | % | | | | [removed: (20,356)] [added: (16)] | | | | | | [removed: 0.0] [added: (0.1)] | | % |

| Pass through costs also recognized as revenue | | | [removed: 12,051,713] [added: 13,673] | | | | | | [removed: 39.1] [added: 42.8] | | % | | | | [removed: 10,736,535] [added: 12,051] | | | | | | [removed: 38.7] [added: 39.1] | | % |

| Costs and expenses: | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Cost of revenue | | | [removed: 24,239,488] [added: 25,675] | | | | | | [removed: 78.6] [added: 80.4] | | % | | | | [removed: 21,579,507] [added: 24,239] | | | | | | [removed: 77.8] [added: 78.6] | | % |

| Operating, administrative and other | | | [removed: 4,649,460] [added: 4,562] | | | | | | [removed: 15.1] [added: 14.3] | | % | | | | [removed: 4,074,184] [added: 4,649] | | | | | | [removed: 14.7] [added: 15.1] | | % |

| Depreciation and amortization | | | [removed: 613,088] [added: 622] | | | | | | [removed: 2.0] [added: 1.9] | | % | | | | [removed: 525,871] [added: 613] | | | | | | [removed: 1.9] [added: 2.0] | | % |

| Asset impairments | | | [removed: 58,713] [added: —] | | | | | | [removed: 0.2] [added: 0.0] | | % | | | | [removed: —] [added: 59] | | | | | | [removed: 0.0] [added: 0.2] | | % |

| Total costs and expenses | | | [removed: 29,560,749] [added: 30,859] | | | | | | [removed: 95.9] [added: 96.6] | | % | | | | [removed: 26,179,562] [added: 29,560] | | | | | | [removed: 94.4] [added: 95.9] | | % |

| Gain on disposition of real estate | | | [removed: 244,418] [added: 27] | | | | | | [removed: 0.8] [added: 0.1] | | % | | | | [removed: 70,993] [added: 244] | | | | | | [removed: 0.3] [added: 0.8] | | % |

| Equity income from unconsolidated subsidiaries | | | [removed: 228,998] [added: 248] | | | | | | [removed: 0.7] [added: 0.8] | | % | | | | [removed: 618,697] [added: 229] | | | | | | [removed: 2.2] [added: 0.7] | | % |

| Other [removed: (loss)] income [added: (loss)] | | | [removed: (11,864)] [added: 61] | | | | | | [removed: 0.0] [added: 0.2] | | % | | | | [removed: 203,609] [added: (12)] | | | | | | [removed: 0.7] [added: 0.0] | | % |

| Interest expense, net of interest income | | | [removed: 68,999] [added: 149] | | | | | | [removed: 0.2] [added: 0.5] | | % | | | | [removed: 50,352] [added: 69] | | | | | | 0.2 | | % |

We serve clients through three business segments – Advisory Services, Global Workplace Solutions (GWS) and Real Estate Investments (REI) – which are described in “Item 1.

However, our consolidated results have become less seasonal in recent years, as our reliance on transactional revenue has decreased.

Business Environment

The operating environment for commercial real estate was significantly challenged in 2023.

Markedly higher borrowing and constricted capital availability, particularly following the regional bank failures in March, depressed commercial real estate investment and financing and inhibited our ability to harvest gains from our real estate development and investment management portfolios.

Real estate leasing markets were negatively impacted by economic uncertainty and the slow progress of company return-to-office plans, which resulted in reduced office demand, higher space availability and generally lower market rents.

Demand for industrial space was firmer but down from record levels of recent years and an increase in new construction pushed up vacancy rates.

The following presents highlights of CBRE’s performance for the year ended December 31, 2023:

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

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

| Revenue | | | | | | Net Revenue (1) | | | | | | GAAP Net Income | | |

| $31.9B | | | | | | $18.3B | | | | | | $986M | | |

| 3.6% | | | | | | (2.7)% | | | | | | (30.0)% | | |

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

| Core EBITDA (1) | | | | | | GAAP Earnings Per Share (EPS) | | | | | | Core EPS (1) | | |

| $2.2B | | | | | | $3.15 | | | | | | $3.84 | | |

| (24.5)% | | | | | | (26.6)% | | | | | | (32.5)% | | |

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

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

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

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

The real estate capital markets environment weighed on our business performance in 2023, particularly the transactional business lines within Advisory Services and Real Estate Investments segments, which are sensitive to market cycles.

While overall net revenue fell 3%, our resilient business lines (including the entire GWS business, property management, loan servicing, asset management fees and valuations), together, grew net revenue at a 10% clip(1).

These business lines are well-positioned for growth across market cycles.

On the other hand, revenue from the transactional components of our business (sales, leasing, mortgage origination, carried interest and incentive and development fees) slumped 21% last year, but are poised to resume strong growth when the market cycle turns.

________________________________________________________________________________________________________________________________________

(1)See Non-GAAP Financial Measures section in Item 7 of this Annual Report.

Despite the year’s challenges, we invested approximately $961.3 million in share buybacks (repurchasing approximately 7,867,348 shares), infill M&A and other strategic investments, while ending the year below the midpoint of our target leverage range, giving us substantial liquidity to finance future growth.

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| Facilities management | | | $ | 5,806 | | | | | 18.2 | | % | | | | $ | 5,137 | | | | | 16.7 | | % |

| Valuation | | | 716 | | | | | | 2.2 | | % | | | | 765 | | | | | | 2.5 | | % |

| Advisory sales | | | 1,611 | | | | | | 5.0 | | % | | | | 2,523 | | | | | | 8.2 | | % |

| Commercial mortgage origination | | | 424 | | | | | | 1.3 | | % | | | | 563 | | | | | | 1.8 | | % |

| Investment management | | | 592 | | | | | | 1.9 | | % | | | | 595 | | | | | | 1.9 | | % |

| Development services | | | 360 | | | | | | 1.1 | | % | | | | 515 | | | | | | 1.7 | | % |

| Total net revenue | | | 18,276 | | | | | | 57.2 | | % | | | | 18,777 | | | | | | 60.9 | | % |

| Operating income | | | 1,117 | | | | | | 3.5 | | % | | | | 1,512 | | | | | | 4.9 | | % |

| Net income | | | 1,027 | | | | | | 3.2 | | % | | | | 1,424 | | | | | | 4.6 | | % |

Revenue rose by $1.1 billion, or 3.6%, for the year, led by a 13.4% increase in the GWS segment, which benefited from new client wins, contract expansions, and in-fill acquisitions.

Advisory Services segment revenue decreased by 14.0%, as macroeconomic uncertainty and high interest rates, curbed property leasing, sales and financing activity.

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

As of December 31, 2022, the company has approximately 115,000 employees (excluding Turner & Townsend employees) serving clients in more than 100 countries.

We provide services to real estate investors and occupiers.

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

For occupiers, our services include facilities management, project management and transaction (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” (primarily U.S. development); “Telford Homes” (U.K. development); and “Turner & Townsend Holdings Limited” (Turner & Townsend).

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

In 2022, we generated revenue from a highly diversified base of clients, including more than 95 of the *Fortune* 100 companies.

We have been an S&P 500 company since 2006 and in 2022 we were ranked #126 on the *Fortune* 500.

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

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

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.

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

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

In determining the fair values of assets and liabilities acquired in a business combination, we use a variety of valuation methods including present value, depreciated replacement cost, market values (where available) and selling prices less costs to dispose.

We are responsible for determining the valuation of assets and liabilities and for the allocation of purchase price to assets acquired and liabilities assumed.

If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would conduct a quantitative goodwill impairment test.

If not, we do not need to apply the quantitative test.

The qualitative test is elective and we can go directly to the quantitative test rather than making a more-likely-than-not assessment based on an evaluation of qualitative factors.

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.

Seasonality

In a typical year, a significant portion of our revenue is seasonal, which an investor should keep in mind when comparing our financial condition and results of operations on a quarter-by-quarter basis.

Historically, our revenue, operating income, net income and cash flow from operating activities have tended to be lowest in the first quarter and highest in the fourth quarter of each year.

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

Inflation

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.

The company continues to monitor inflation, monetary policy changes in response to inflation and potentially adverse effects on our business.

Items Affecting Comparability

When you read our financial statements and the information included in this Annual Report, you should consider that we have experienced, and continue to experience, several material trends and uncertainties (particularly those caused or exacerbated by Covid-19) that have affected our financial condition and results of operations that make it challenging to predict our future performance based on our historical results.

We believe that the following material trends and uncertainties are crucial to an understanding of the variability in our historical earnings and cash flows and the potential for continued variability in the future.

Macroeconomic Conditions

Economic trends and government policies affect global and regional commercial real estate markets as well as our operations directly.

As of December 31, [removed: 2022,] [added: 2023,] we [removed: do] [added: did] not have any outstanding interest rate swap agreements.

The estimated fair value of our senior term loans was approximately [removed: $424.6] [added: $746.5] million at December 31, [removed: 2022.][added: 2023.]

Based on dealers’ quotes, the estimated fair [removed: value] [added: values] of our [added: 5.950% senior notes,] 4.875% [added: senior notes] and 2.500% senior notes [removed: was $595.2] [added: were $1.0 billion, $600.2] million and [removed: $396.8] [added: $424.0] million, respectively, at December 31, [removed: 2022.][added: 2023.]

If interest rates were to increase 100 basis points on our outstanding variable rate debt at December 31, [removed: 2022,] [added: 2023,] the net impact of the additional interest cost would be a decrease of [removed: $6.4] [added: $7.6] million on pre-tax income and a decrease of [removed: $6.4] [added: $7.6] million in cash provided by operating activities for the year ended December 31, [removed: 2022.][added: 2023.]

In July 2023, we entered into a cross currency swap to effectively hedge the foreign currency exposure related to our new U.S. denominated term loan entered into by a euro functional entity.

See Note 7 of the Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report for additional information on fair value methodology used to value the swap at December 31, 2023.

International Operations

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

Our Real Estate Investments business has significant 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 derives significant revenue and earnings in foreign currencies, such as the euro and British pound sterling.

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

Further fluctuations in foreign currency exchange rates may continue to produce corresponding changes in our AUM, revenue and earnings.

On July 10, 2023, we entered into a cross currency swap to effectively hedge the foreign currency exposure related to our new euro-denominated term loan that was executed on that date.

Our businesses could suffer from the effects of rapid changes in and high levels of interest rates, reduced access to debt capital or liquidity constraints, downturns in general macroeconomic conditions, regulatory or financial market uncertainty, or unanticipated disruptions such as public health crises like Covid-19 and geopolitical events like the wars in Ukraine and in the Middle East (or the perception that such disruptions may occur).

During the year ended December 31, 2023, approximately 45.3% of our revenue was transacted in foreign currencies.

The following table sets forth our revenue derived from our most significant currencies (dollars in millions):

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

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

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

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| United States dollar | | | $ | 17,470 | | | | | 54.7 | | % | | | | $ | 17,470 | | | | | 56.7 | | % |

| British pound sterling | | | 4,393 | | | | | | 13.8 | | % | | | | 4,084 | | | | | | 13.2 | | % |

| Euro | | | 3,003 | | | | | | 9.4 | | % | | | | 2,854 | | | | | | 9.3 | | % |

| Canadian dollar | | | 1,195 | | | | | | 3.7 | | % | | | | 1,232 | | | | | | 4.0 | | % |

| Australian dollar | | | 867 | | | | | | 2.7 | | % | | | | 769 | | | | | | 2.5 | | % |

| Indian rupee | | | 663 | | | | | | 2.1 | | % | | | | 534 | | | | | | 1.7 | | % |

| Chinese yuan | | | 516 | | | | | | 1.6 | | % | | | | 534 | | | | | | 1.7 | | % |

| Japanese yen | | | 485 | | | | | | 1.5 | | % | | | | 407 | | | | | | 1.3 | | % |

| Swiss franc | | | 427 | | | | | | 1.3 | | % | | | | 392 | | | | | | 1.3 | | % |

| Singapore dollar | | | 413 | | | | | | 1.3 | | % | | | | 354 | | | | | | 1.1 | | % |

| Other currencies (1) | | | 2,517 | | | | | | 7.9 | | % | | | | 2,198 | | | | | | 7.2 | | % |

| Total revenue | | | $ | 31,949 | | | | | 100.0 | | % | | | | $ | 30,828 | | | | | 100.0 | | % |

________________________________________________________________________________________________________________________________________

(1)Approximately 46 currencies comprise 7.9% of our revenue for the year ended December 31, 2023, and approximately 48 currencies comprise 7.2% of our revenue for the year ended December 31, 2022.

Although we operate globally, we report our results in U.S. dollars.

As a result, the strengthening or weakening of the U.S. dollar may positively or negatively impact our reported results.

A hypothetical 10% adverse change in the value of the U.S. dollar relative to the British pound sterling during the year ended December 31, 2023, would have decreased pre-tax income by $5.4 million.

A hypothetical 10% adverse change in the value of the U.S. dollar relative to the euro would have increased pre-tax income by $6.3 million.

These hypothetical calculations estimate the impact of translating results into U.S. dollars and do not include an estimate of the impact that a 10% change in the U.S. dollar against other currencies would have had on our foreign operations.

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

Due to the constantly changing currency exposures to which we are subject and the volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results.

In addition, fluctuations in currencies relative to the U.S. dollar may make it more difficult to perform period-to-period comparisons of our reported results of operations.

Our international operations also are subject to, among other things, political instability and changing regulatory environments, which affect the currency markets and which as a result may adversely affect our future financial condition and results of operations.

We routinely monitor these risks and related costs and evaluate the appropriate amount of oversight to allocate towards business activities in foreign countries where such risks and costs are particularly significant.

Exchange Rates

See the discussion of international operations, which is included in Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “International Operations” and is incorporated by reference herein.

[removed: References to] [added: In this Annual Report on Form 10-K, we use the terms] “CBRE,” [removed: “the company,”] “we,” [removed: “us”] [added: the “company,” “our,”] and [removed: “our”] [added: “us” to] refer to CBRE Group, Inc. and [removed: include] all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise.

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

Our [added: project management business, which encompasses CBRE’s wholly-owned services and those delivered by our] majority-owned [removed: subsidiary,] [added: subsidiary] Turner & Townsend, [removed: which was acquired in November 2021, plays a key role in providing cost, project,] [added: delivers] program [removed: management and] [added: management,] project [removed: controls for a broad range of clients] [added: management, and cost consultancy services] across [removed: the infrastructure,] [added: commercial] real [removed: estate] [added: estate, infrastructure] and natural resources sectors.

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

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

Corporate and [removed: Other][added: Other Segment]

[removed: Our human capital programs are designed to help prepare our professionals to succeed in their current and future roles, develop our leaders of tomorrow,] [added: We also] reward our people with competitive pay and benefits, foster an engaging and inclusive workplace, and improve productivity through investments in technology, tools and resources.

At December 31, [removed: 2022,] [added: 2023,] approximately 14% of our employees worldwide were subject to collective bargaining agreements.

We [removed: are committed to driving economic impact in the marketplace through our supplier diversity initiatives and] spent [removed: more than $1.5] [added: nearly $2] billion with diverse suppliers in [removed: 2022,] [added: 2023,] with a goal to lift that annual spend to $3 billion by the end of 2025.

Also, [removed: as part of our Community Impact Initiative,] we made significant financial contributions to nonprofit organizations that are helping to improve education and career development opportunities for [removed: women, racial/ethnic minorities,] people [removed: with disabilities, LGBTQ individuals,] [added: in diverse] and [removed: people with military service.][added: underrepresented communities.]

We publicly report demographics, including diversity data, for our U.S. workforce annually in our Corporate Responsibility [removed: Report.][added: Report, in accordance with reporting requirements by the U.S. Equal Employment Opportunity Commission.]

[removed: To this end, we leverage a range of different] [added: We have] learning [removed: approaches] [added: & development programs designed to help our professionals succeed and develop future leaders,] including: webinars, live virtual and in-person training, self-paced [removed: e-digital] [added: digital] learning, coaching, mentoring and on-the-job learning.

We hold various trademarks and trade names worldwide, [removed: which include] [added: including] the “CBRE,” “Turner & Townsend” and “Telford” marks.

Certain [removed: of these] [added: federal, state and local] laws and regulations may impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at a [removed: property, including contamination resulting from above-ground or underground storage tanks or the presence of asbestos or lead at a] property.

If contamination [removed: occurs or] is present during our role as a property or facility manager or developer, we could be held liable for such costs as a current “operator” of a property, regardless of the legality of the acts or omissions that caused the contamination and without regard to whether we knew of, or were responsible for, the presence of such hazardous or toxic substances.

Further, federal, state and local governments in [removed: the] [added: various] countries [removed: in which we do business] have enacted various laws, regulations and treaties governing climate change, particularly for “greenhouse gas emissions” which seek to tax, penalize or limit their release.

[removed: While we are aware of the presence or the potential presence of regulated substances in the soil or groundwater at or near several properties owned, operated or managed by us that may have resulted from historical or ongoing activities on those properties, we] [added: We] are not aware of any material noncompliance with the environmental laws or regulations currently applicable to us, and we are not the subject of any material claim for liability with respect to contamination at any location.

However, these laws and regulations may discourage sales and leasing activities and mortgage lending with respect to some properties, which may adversely affect [removed: both the commercial real estate services industry in general and] us.

Environmental contamination or other environmental liabilities may also negatively affect the value of commercial real estate assets held by entities that are managed by our investment management and development services [removed: businesses, which could adversely affect the results of operations of these business lines.][added: businesses.]

These include [removed: goals] [added: a goal] to reduce [added: absolute] Scope 1 and 2 greenhouse gas emissions 68% from the 2019 base year.

Additional information about our approach to corporate social responsibility and to environmental, social and governance (ESG) issues is available [removed: on our Corporate Responsibility website (https://www.cbre.com/about-us/corporate-responsibility#overview), including] [added: in] the CBRE Corporate Responsibility Report.

Our Annual Report on Form 10-K (Annual Report), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), are available on the Investor Relations section of our website [removed: (https://ir.cbre.com)] [added: (https://ir.cbre.com/)] as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission [removed: (the SEC).][added: (SEC).]

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

- the other factors described elsewhere in this Annual Report, included under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting [removed: Policies,”] [added: Policies and Estimates,”] “Quantitative and Qualitative Disclosures About Market Risk” or as described in the other documents and reports we file with the SEC.

CBRE is the world’s largest commercial real estate services and investments firm.

Our competitive advantage comes from our considerable scale and ability to offer integrated solutions to real estate investors and occupiers in more than 100 countries.

We are global market leaders in most lines of business we serve and drive significant growth from bundling these services, while helping our clients optimize real estate costs, value, investment returns and workplace experiences.

These capabilities, combined with our extensive research and data platform, allow us to generate superior outcomes for our clients, which include nearly 90% of Fortune 100 companies in 2023, and many of the world’s largest institutional real estate investors.

The future growth opportunity across our company is enhanced by the large and expanding base of commercial real estate assets globally.

We are focused on cementing our leadership position in each of our businesses with a strategy that achieves diversification and growth across four dimensions: geographies, clients, property types and services.

We are committed to deploying our resources and capital across these four dimensions in parts of our business that have secular tailwinds and/or provide cyclical resilience.

Examples of this include our recent investments in the global project management firm, Turner & Townsend, and the flexible office platform, Industrious, as well as increased focus on geographies that are well positioned for growth, such as Japan and asset classes such as industrial and multi-family.

As a result, we have built a large and more resilient services offering.

Our platform – the resources and infrastructure that support our professionals and underpin our growth, such as research, marketing, data and technology – combined with our balance sheet strength, provide us access to top talent and compelling growth opportunities.

Business Segments

We serve clients through three business segments: Advisory Services, Global Workplace Solutions and Real Estate Investments, and a fourth segment, called Corporate and other, which encompasses our platform and non-core investments.

With a global network of experts that have a deep understanding of their local markets, we offer comprehensive insights and solutions across a wide range of real estate assets.

Our client base is comprised of large occupiers and investors who contract for our services across multi-market portfolios as well as local market clients that we serve on a one-off basis.

We are leaders in each of our five primary business lines globally (property leasing, capital markets, mortgage servicing, property management and valuation) and in most key local markets across the world.

We leverage our platform to attract and retain top talent as well as provide differentiated insights to our clients through our at-scale investments in research, data, technology tools and property marketing.

We also focus on serving clients end-to-end through the intentional bundling of our various services.

For example, as our investor clients seek to optimize the value and performance of their assets across the real estate lifecycle, we often bring together expertise from property sales, mortgage originations, leasing, valuations and property management.

While many of our business lines in this segment are sensitive to changes in macro-economic conditions, their cyclicality is partly offset by the value investors and occupiers place on our insights and consulting services through cycles as they adjust their real estate portfolios and strategies in response to changing market circumstances.

In contrast, our loan servicing, property management and valuations businesses, while a smaller part of our revenue mix, have proven to be more resilient than property sales, mortgage originations and leasing through periods of economic slowdown.

For example, in the last five years, we have organically grown our loan servicing revenue at a low double digit compound annual growth rate (CAGR) and revenue in both property management and valuations at a mid-single digit CAGR, despite challenging macroeconomic conditions.

We remain committed to growing these resilient business lines further, particularly where there are clear and sustained demand tailwinds.

Global Workplace Solutions (GWS) is the leading global provider of integrated facilities management and project management solutions for major occupiers of commercial real estate.

This segment benefits from multiple tailwinds, most notably multi-national corporations’ increased desire to outsource and consolidate real estate services to optimize costs, operational efficiencies and workplace experiences.

We serve, typically through multi-year contracts, large global corporations including many Fortune 500 firms through our GWS Enterprise business as well as smaller occupiers with more localized portfolios through our GWS Local business.

With facilities management experts in more than 100 countries, we perform mission-critical technical services and maintenance in more locations worldwide than any other provider.

This allows us to deliver tailored property solutions at both a local and global level, while increasing quality and experience, reducing cost and mitigating risk.

We provide these services across virtually all asset types including offices, retail outlets, laboratories, data centers, manufacturing environments, warehouses and mission-critical facilities.

We achieve growth by investing in (a) superior talent and processes that deliver account excellence; (b) capabilities to perform a wide range of technical services in-house that increase our clients’ real estate operational efficiency and reliability while reducing carbon emissions and lowering costs; (c) proprietary technology and data solutions that allow us to amass data at scale and deliver actionable insights to clients for managing complex challenges; and (d) ongoing acquisition activity, including larger companies such as Norland Managed Services, which marked our entry into the local facilities management space, and the Johnson Controls Global Workplace Solutions business, which substantially scaled our core enterprise facilities management business, as well as numerous in-fill transactions.

With our combined capabilities, we are a leading global, full-service building consulting, program, project and cost management provider, completing nearly 65,000 projects/programs and managing nearly $2.9 trillion in capital spend annually.

We manage a wide range of programs and projects from small repairs/refurbishments in corporate facilities to massive infrastructure projects such as airports and power stations.

We also increasingly serve clients for net-zero program management and energy and sustainability solutions.

Our scale, highly diverse capabilities and technology investments in this business allow us to solve our clients’ and industry’s biggest challenges in managing capital projects around the world.

Real Estate Investments (REI) is a large real assets developer, investor and operator.

This segment is comprised of two businesses: investment management and real estate development.

With more than $145 billion (as of December 31, 2023) in assets under management, CBRE Investment Management (IM) is one of the leading investment platforms in global real assets.

The growth opportunity in this business is enhanced by investors’ growing appetite for investment alternatives, including real estate, that diversify their holdings and offer the potential for higher returns compared to traditional investment strategies.

Much like other parts of our company, IM is diversified across many dimensions – investment strategies, sectors, geographies, risk profiles and execution formats.

We often hold a co-investment in many of our investment funds and programs.

Our primary investment categories include private direct real estate, private indirect real estate through third-party operators, listed real assets and private infrastructure.

CBRE Group, Inc. is a Delaware corporation.

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

As of December 31, 2022, the company had approximately 115,000 employees (excluding Turner & Townsend Holdings Limited employees) serving clients in more than 100 countries.

We provide services to real estate investors and occupiers.

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

For occupiers, our services include facilities management, project management, transaction (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” (primarily U.S. development); “Telford Homes” (U.K. development); and “Turner & Townsend Holdings Limited” (Turner & Townsend).

We generate revenue from stable, recurring sources (large multi-year portfolio and per project contracts) and from cyclical, non-recurring sources, including commissions on transactions.

Our revenue mix has become heavily weighted towards stable revenue sources, particularly occupier outsourcing, and our dependence on highly cyclical property sales and lease transaction revenue has declined.

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

In 2022, we generated revenue from a highly diversified base of clients, including more than 95 of the *Fortune* 100 companies.

We have been an S&P 500 company since 2006 and in 2022 we were ranked #126 on the *Fortune* 500.

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

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

CBRE History

We will mark our 117th year of continuous operations in 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 2022 revenue) through organic growth and strategic acquisitions, including our acquisition of a majority interest in Turner & Townsend in November 2021.

Our Business Segments and Primary Services

CBRE Group, Inc. is a holding company that conducts all of its operations through its indirect subsidiaries.

CBRE Group, Inc. does not have any independent operations or employees.

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

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

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

Most of our Advisory Services operations are conducted through our indirect wholly owned subsidiary CBRE, Inc. and its subsidiaries around the world.

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

The primary services within Advisory Services are further described below.

*Leasing Services*

We provide strategic advice and execution for owners/investors, and occupiers/tenants of real estate, primarily in connection with the leasing of office, industrial and retail space.

In 2022, we negotiated leases valued at more than $165.0 billion globally.

We generate significant business from account-based occupier clients, where we are retained to negotiate leases for all or a portion of their portfolio.

This results in recurring revenue over time.

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, Denver, Kansas City, Los Angeles, Minneapolis, New York, Phoenix, San Francisco, Seattle and St. Louis.

*Capital Markets and Mortgage Services*

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

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

We are the leading property sales advisor globally.

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

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

In the U.S., our loan origination and sales volume in 2022 was $62.7 billion, including approximately $13.6 billion for U.S. GSEs.

Most of the GSE loans were financed through revolving warehouse credit lines through a CBRE subsidiary that is dedicated exclusively for this purpose and were substantially risk mitigated by either obtaining a contractual purchase commitment from the GSE or confirming a forward-trade commitment for the issuance and purchase of a mortgage-backed security to be secured by the loan.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was [removed: $22.9] [added: $24.2] billion based upon the last sales price on June 30, [removed: 2022] [added: 2023] on the New York Stock Exchange of [removed: $73.61] [added: $80.71] for the registrant’s Class A Common Stock.

As of February [removed: 16, 2023,] [added: 15, 2024,] the number of shares of Class A Common Stock outstanding was [removed: 309,891,986.][added: 305,695,875.]

Portions of the proxy statement for the registrant’s [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be held May [removed: 17, 2023] [added: 22, 2024] are incorporated by reference in Part III of this Annual Report on Form 10-K.

| [Item [removed: 1.](#i4ec277f4faf24bfc994922a42e647b17_13)] [added: 1.](#i7046db8b20a24e7199d85eb12bedf1dc_13)] | | | [removed: [Business](#i4ec277f4faf24bfc994922a42e647b17_13)] [added: [Business](#i7046db8b20a24e7199d85eb12bedf1dc_13)] | | | [removed: [1](#i4ec277f4faf24bfc994922a42e647b17_13)] [added: [1](#i7046db8b20a24e7199d85eb12bedf1dc_13)] | | |

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| [Item [removed: 1B.](#i4ec277f4faf24bfc994922a42e647b17_58)] [added: 1B.](#i7046db8b20a24e7199d85eb12bedf1dc_100)] | | | [Unresolved Staff [removed: Comments](#i4ec277f4faf24bfc994922a42e647b17_58)] [added: Comments](#i7046db8b20a24e7199d85eb12bedf1dc_100)] | | | [removed: [26](#i4ec277f4faf24bfc994922a42e647b17_58)] [added: [21](#i7046db8b20a24e7199d85eb12bedf1dc_100)] | | |

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| [Item [removed: 3.](#i4ec277f4faf24bfc994922a42e647b17_64)] [added: 3.](#i7046db8b20a24e7199d85eb12bedf1dc_106)] | | | [Legal [removed: Proceedings](#i4ec277f4faf24bfc994922a42e647b17_64)] [added: Proceedings](#i7046db8b20a24e7199d85eb12bedf1dc_106)] | | | [removed: [26](#i4ec277f4faf24bfc994922a42e647b17_64)] [added: [24](#i7046db8b20a24e7199d85eb12bedf1dc_106)] | | |

| [Item [removed: 4.](#i4ec277f4faf24bfc994922a42e647b17_67)] [added: 4.](#i7046db8b20a24e7199d85eb12bedf1dc_109)] | | | [Mine Safety [removed: Disclosures](#i4ec277f4faf24bfc994922a42e647b17_67)] [added: Disclosures](#i7046db8b20a24e7199d85eb12bedf1dc_109)] | | | [removed: [26](#i4ec277f4faf24bfc994922a42e647b17_67)] [added: [24](#i7046db8b20a24e7199d85eb12bedf1dc_109)] | | |

| [Item [removed: 5.](#i4ec277f4faf24bfc994922a42e647b17_73)] [added: 5.](#i7046db8b20a24e7199d85eb12bedf1dc_115)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4ec277f4faf24bfc994922a42e647b17_73)] [added: Securities](#i7046db8b20a24e7199d85eb12bedf1dc_115)] | | | [removed: [27](#i4ec277f4faf24bfc994922a42e647b17_73)] [added: [25](#i7046db8b20a24e7199d85eb12bedf1dc_115)] | | |

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| [Item [removed: 9.](#i4ec277f4faf24bfc994922a42e647b17_373)] [added: 9.](#i7046db8b20a24e7199d85eb12bedf1dc_445)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i4ec277f4faf24bfc994922a42e647b17_373)] [added: Disclosure](#i7046db8b20a24e7199d85eb12bedf1dc_445)] | | | [removed: [119](#i4ec277f4faf24bfc994922a42e647b17_373)] [added: [111](#i7046db8b20a24e7199d85eb12bedf1dc_445)] | | |

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| [Item [removed: 9C.](#i4ec277f4faf24bfc994922a42e647b17_382)] [added: 9C.](#i7046db8b20a24e7199d85eb12bedf1dc_454)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4ec277f4faf24bfc994922a42e647b17_382)] [added: Inspections](#i7046db8b20a24e7199d85eb12bedf1dc_454)] | | | [removed: [120](#i4ec277f4faf24bfc994922a42e647b17_382)] [added: [112](#i7046db8b20a24e7199d85eb12bedf1dc_454)] | | |

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| [Item [removed: 12.](#i4ec277f4faf24bfc994922a42e647b17_394)] [added: 12.](#i7046db8b20a24e7199d85eb12bedf1dc_466)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4ec277f4faf24bfc994922a42e647b17_394)] [added: Matters](#i7046db8b20a24e7199d85eb12bedf1dc_466)] | | | [removed: [121](#i4ec277f4faf24bfc994922a42e647b17_394)] [added: [113](#i7046db8b20a24e7199d85eb12bedf1dc_466)] | | |

| [Item [removed: 13.](#i4ec277f4faf24bfc994922a42e647b17_397)] [added: 13.](#i7046db8b20a24e7199d85eb12bedf1dc_469)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4ec277f4faf24bfc994922a42e647b17_397)] [added: Independence](#i7046db8b20a24e7199d85eb12bedf1dc_469)] | | | [removed: [121](#i4ec277f4faf24bfc994922a42e647b17_397)] [added: [113](#i7046db8b20a24e7199d85eb12bedf1dc_469)] | | |

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| [Item [removed: 16.](#i4ec277f4faf24bfc994922a42e647b17_409)] [added: 16.](#i7046db8b20a24e7199d85eb12bedf1dc_481)] | | | [Form 10-K [removed: Summary](#i4ec277f4faf24bfc994922a42e647b17_409)] [added: Summary](#i7046db8b20a24e7199d85eb12bedf1dc_481)] | | | [removed: [123](#i4ec277f4faf24bfc994922a42e647b17_409)] [added: [114](#i7046db8b20a24e7199d85eb12bedf1dc_481)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i4ec277f4faf24bfc994922a42e647b17_412)] [added: Accounts](#i7046db8b20a24e7199d85eb12bedf1dc_484)] | | | | | | [removed: [124](#i4ec277f4faf24bfc994922a42e647b17_412)] [added: [115](#i7046db8b20a24e7199d85eb12bedf1dc_484)] | | |

| [PART I](#i7046db8b20a24e7199d85eb12bedf1dc_10) | | | | | | | | |

| Item 1C. | | | [Cybersecurit](#i7046db8b20a24e7199d85eb12bedf1dc_2979)[y](#i7046db8b20a24e7199d85eb12bedf1dc_2979) | | | [22](#i7046db8b20a24e7199d85eb12bedf1dc_2979) | | |

| [PART II](#i7046db8b20a24e7199d85eb12bedf1dc_112) | | | | | | | | |

| [PART III](#i7046db8b20a24e7199d85eb12bedf1dc_457) | | | | | | | | |

| [PART IV](#i7046db8b20a24e7199d85eb12bedf1dc_475) | | | | | | | | |

| [SIGNATURES](#i7046db8b20a24e7199d85eb12bedf1dc_490) | | | | | | [119](#i7046db8b20a24e7199d85eb12bedf1dc_490) | | |

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

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

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

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

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

Risk Management and Strategy

We recognize the importance of developing, implementing and maintaining cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of data.

We have integrated cybersecurity risk management into our broader risk management framework.

Our risk management team works with our digital & technology organization to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

Our cybersecurity program is focused on the following areas:

- Governance: We leverage multiple cybersecurity frameworks (e.g., ISO 27001 and NIST CSF) and regulatory requirements to form our Information Security Management System (ISMS), which is defined through policies and standards.

Policies are applicable to all employees globally.

These policies are reviewed periodically to ensure they remain relevant.

For additional information regarding governance of our cybersecurity program, see the sections below entitled “Board Oversight of Cybersecurity Risks” and “Management’s Role in Assessing and Managing Cybersecurity Risks.”

- Technical Safeguards: We deploy technical and procedural measures to protect our technology and data.

Protection measures include network firewalls, network intrusion detection and prevention, penetration testing, vulnerability assessments and remediation processes, threat intelligence, anti-malware and access controls, plus data loss prevention and monitoring.

- Security Awareness / Training: All employees are required to adhere to our Standards of Business Conduct, which identifies an employee’s responsibility for information security.

We provide annual cybersecurity training for all employees, as well as enhanced role-specific information security training for certain employees.

In addition to this training, security awareness articles are disseminated periodically throughout the year.

We also sponsor a “Cyber Security Awareness Month” in October each year and conduct regular phishing detection and response exercises.

- Incident Response Plans: We maintain and update incident response plans that address the life cycle of a cyber-incident and routinely evaluate the effectiveness of such plans.

Incident response plans focus on cyber risk issues, including detection, response and recovery; cyber threats, with a focus on external communication and legal compliance; and breach simulations and penetration testing through internal and external exercises.

Each year, we engage a third-party expert to oversee a cybersecurity incident response exercise to test pre-planned response actions from our incident response plan and to facilitate group discussions regarding the effectiveness of our cybersecurity incident response strategies and tactics.

- Third-Party Suppliers and Service Providers: We conduct periodic vendor security reviews and risk assessments for prospective and current third-party technical suppliers and service providers.

Vendor security reviews evaluate numerous key security controls and the outputs of these reviews are used as part of business decisions regarding procurement and to assess a vendor’s overall security posture relative to a defined set of security criteria.

- Certifications: Our security program is audited on an annual basis by several independent groups including an accredited certification body, leading accounting firms and institutional clients.

- Experts: We engage a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating and testing our cybersecurity program.

Our collaboration with these third-parties includes periodic audits, threat assessments and consultation on security enhancements.

Risks from Cybersecurity Threats

While we are subject to ongoing cybersecurity threats, we do not believe that the risks from these threats have materially affected, or are reasonably likely to materially affect the company, including our business strategy, results of operations or financial condition.

For additional information regarding risks from cybersecurity threats, see “Item 1A.

Risk Factors—Risks Related to our Information Technology, Cybersecurity and Data Protection” in this Annual Report.

Board Oversight of Cybersecurity Risks

Our Board of Directors (Board) is responsible for the oversight of our risk management program and regularly reviews information regarding our most significant strategic, operational, financial, legal and compliance risks, including cybersecurity risks.

The Board delegates its oversight of cybersecurity risks to the Audit Committee; however, the Board reviews risks and mitigation plans through direct presentations and discussions with management as well as through receipt of committee chair reports at each regularly scheduled Board meeting.

The Audit Committee is responsible for evaluating and overseeing the management of risks related to information technology, which includes cybersecurity and data security risks.

The Audit Committee receives quarterly reports from our Chief Information Security Officer (CISO) regarding cybersecurity and data security matters and related risk exposures.

The Audit Committee Chair regularly updates the Board on such matters and the Board also periodically receives reports from management directly.

Our Board escalation protocols require material cybersecurity incidents or data breaches to be reported to the Board on a real-time basis.

Management’s Role in Assessing and Managing Cybersecurity Risks

Our CISO is responsible for setting the strategy and communicating cybersecurity risks.

Our CISO’s team is also responsible for defining policies, standards, architecture and processes for cybersecurity globally.

With over 28 years of experience in the field of cybersecurity, our CISO brings a wealth of expertise to his role.

His background includes extensive experience as an enterprise CISO.

Our CISO, in conjunction with other digital & technology leaders, implement and oversee processes for the regular monitoring of our information systems.

As of December 31, [removed: 2022,] [added: 2023,] we occupied offices, excluding affiliates, in the following geographical regions:

| Europe, Middle East and Africa (EMEA) | | | [removed: 250] [added: 257] | | | | | | 1 | | | | | | [removed: 251] [added: 258] | | |

(1)Includes [removed: 122] [added: 124] offices of Turner & Townsend, including [removed: 33] [added: 36] in the Americas, [removed: 58,] [added: 58] in EMEA, and [removed: 31] [added: 30] offices in APAC regions.

| Americas | | | 258 | | | | | | 1 | | | | | | 259 | | |

| Asia Pacific | | | 160 | | | | | | 1 | | | | | | 161 | | |

| Total | | | 675 | | | | | | 3 | | | | | | 678 | | |

________________________________________________________________________________________________________________________________________

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

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

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

_______________

As of February [removed: 16, 2023,] [added: 15, 2024,] there were [removed: 47] [added: 44] stockholders of record of our Class A common stock.

Open market share repurchase activity during the three months ended December 31, [removed: 2022] [added: 2023] was as follows (dollars in [removed: thousands,] [added: millions,] except per share amounts):

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

During the fourth quarter of [removed: 2022,] [added: 2023,] we repurchased [removed: $451.0] [added: an aggregate of $19.6] million of our common stock under the 2021 program.

The remaining [removed: $2.1] [added: $1.5] billion in the table represents the amount available to repurchase shares under the 2021 program as of December 31, [removed: 2022.][added: 2023.]

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: 2017] [added: 2018] and tracks it through December 31, [removed: 2022.][added: 2023.]

[removed: A 2021 PEER GROUP] AND [removed: A 2022] PEER GROUP

[removed: ][added: ]

(1)$100 invested on December 31, [removed: 2017] [added: 2018] in stock or index-including reinvestment of dividends.

(2)Copyright© [removed: 2023] [added: 2024] Standard & Poor’s, a division of S&P Global.

| October 1, 2023 - October 31, 2023 | | | 204,786 | | | $ | 68.36 | | 204,786 | | | | | | | | |

| November 1, 2023 - November 30, 2023 | | | 80,468 | | | 69.51 | | | 80,468 | | | | | | | | |

| December 1, 2023 - December 31, 2023 | | | — | | | — | | | — | | | | | | | | |

| | | | 285,254 | | | $ | 68.69 | | 285,254 | | | | | | $ | 1,466 | |

________________________________________________________________________________________________________________________________________

| | | | 12/31/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | |

| CBRE Group, Inc. | | | $ | 100.00 | | $ | 153.07 | | $ | 156.64 | | $ | 271.00 | | $ | 192.21 | | $ | 232.49 | |

| S&P 500 | | | 100.00 | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |

| Peer Group | | | 100.00 | | | 142.68 | | | 117.35 | | | 172.95 | | | 112.48 | | | 127.72 | | |

________________________________________________________________________________________________________________________________________

| 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 | |

_______________

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 | | |

_______________

| [Report of Independent Registered Public Accounting [removed: Firm](#i4ec277f4faf24bfc994922a42e647b17_175) [](#i4ec277f4faf24bfc994922a42e647b17_175)[on] [added: Firm on] Consolidated Financial [removed: Statements](#i4ec277f4faf24bfc994922a42e647b17_175)] [added: Statements](#i7046db8b20a24e7199d85eb12bedf1dc_232)] [(KPMG LLP, Los Angeles, CA, Auditor [removed: Firm](#i4ec277f4faf24bfc994922a42e647b17_175) [ID](#i4ec277f4faf24bfc994922a42e647b17_175)[:](#i4ec277f4faf24bfc994922a42e647b17_175) 185[)](#i4ec277f4faf24bfc994922a42e647b17_175)] [added: Firm ID:](#i7046db8b20a24e7199d85eb12bedf1dc_232) 185[)](#i7046db8b20a24e7199d85eb12bedf1dc_232)] | | | [removed: [56](#i4ec277f4faf24bfc994922a42e647b17_175)] [added: [51](#i7046db8b20a24e7199d85eb12bedf1dc_232)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i4ec277f4faf24bfc994922a42e647b17_178)] [added: Reporting](#i7046db8b20a24e7199d85eb12bedf1dc_235)] | | | [removed: [59](#i4ec277f4faf24bfc994922a42e647b17_178)] [added: [54](#i7046db8b20a24e7199d85eb12bedf1dc_235)] | | |

| [Consolidated Balance Sheets [removed: at](#i4ec277f4faf24bfc994922a42e647b17_181)] [added: at](#i7046db8b20a24e7199d85eb12bedf1dc_238)] December 31, [added: 2023 [and](#i7046db8b20a24e7199d85eb12bedf1dc_238)] 2022 [removed: [and](#i4ec277f4faf24bfc994922a42e647b17_181) 2021] | | | [removed: [60](#i4ec277f4faf24bfc994922a42e647b17_181)] [added: [55](#i7046db8b20a24e7199d85eb12bedf1dc_238)] | | |

| [Consolidated Statements of Operations for the years [removed: ended](#i4ec277f4faf24bfc994922a42e647b17_184)] [added: ended](#i7046db8b20a24e7199d85eb12bedf1dc_241)] December 31, [removed: 2022[,](#i4ec277f4faf24bfc994922a42e647b17_184)] [added: 2023[,](#i7046db8b20a24e7199d85eb12bedf1dc_241) 2022 [and](#i7046db8b20a24e7199d85eb12bedf1dc_241)] 2021 [removed: [and](#i4ec277f4faf24bfc994922a42e647b17_184) 2020] | | | [removed: [61](#i4ec277f4faf24bfc994922a42e647b17_184)] [added: [56](#i7046db8b20a24e7199d85eb12bedf1dc_241)] | | |

| [Consolidated Statements of Comprehensive Income for the years [removed: ended](#i4ec277f4faf24bfc994922a42e647b17_187)] [added: ended](#i7046db8b20a24e7199d85eb12bedf1dc_244)] December 31, [removed: 2022[,](#i4ec277f4faf24bfc994922a42e647b17_187)] [added: 2023[,](#i7046db8b20a24e7199d85eb12bedf1dc_244) 2022 [and](#i7046db8b20a24e7199d85eb12bedf1dc_244)] 2021 [removed: [and](#i4ec277f4faf24bfc994922a42e647b17_187) 2020] | | | [removed: [62](#i4ec277f4faf24bfc994922a42e647b17_187)] [added: [57](#i7046db8b20a24e7199d85eb12bedf1dc_244)] | | |

| [Consolidated Statements of Cash Flows for the years [removed: ended](#i4ec277f4faf24bfc994922a42e647b17_190)] [added: ended](#i7046db8b20a24e7199d85eb12bedf1dc_247)] December 31, [removed: 2022[,](#i4ec277f4faf24bfc994922a42e647b17_190)] [added: 2023[,](#i7046db8b20a24e7199d85eb12bedf1dc_247) 2022 [and](#i7046db8b20a24e7199d85eb12bedf1dc_247)] 2021 [removed: [and](#i4ec277f4faf24bfc994922a42e647b17_190) 2020] | | | [removed: [63](#i4ec277f4faf24bfc994922a42e647b17_190)] [added: [58](#i7046db8b20a24e7199d85eb12bedf1dc_247)] | | |

| [Consolidated Statements of Equity for the years [removed: ended](#i4ec277f4faf24bfc994922a42e647b17_193)] [added: ended](#i7046db8b20a24e7199d85eb12bedf1dc_250)] December 31, [removed: 2022[,](#i4ec277f4faf24bfc994922a42e647b17_193)] [added: 2023[,](#i7046db8b20a24e7199d85eb12bedf1dc_250) 2022 [and](#i7046db8b20a24e7199d85eb12bedf1dc_250)] 2021 [removed: [and](#i4ec277f4faf24bfc994922a42e647b17_193) 2020] | | | [removed: [65](#i4ec277f4faf24bfc994922a42e647b17_193)] [added: [60](#i7046db8b20a24e7199d85eb12bedf1dc_250)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4ec277f4faf24bfc994922a42e647b17_196)] [added: Statements](#i7046db8b20a24e7199d85eb12bedf1dc_253)] | | | [removed: [67](#i4ec277f4faf24bfc994922a42e647b17_196)] [added: [62](#i7046db8b20a24e7199d85eb12bedf1dc_253)] | | |

| [Schedule II -Valuation and Qualifying [removed: Accounts](#i4ec277f4faf24bfc994922a42e647b17_412)] [added: Accounts](#i7046db8b20a24e7199d85eb12bedf1dc_484)] | | | [removed: [124](#i4ec277f4faf24bfc994922a42e647b17_412)] [added: [115](#i7046db8b20a24e7199d85eb12bedf1dc_484)] | | |

We have audited the accompanying consolidated balance sheets of CBRE Group, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 24, 2023] [added: 20, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Evaluation of [removed: contingent] [added: estimated] liability for Telford fire safety remediation*

[removed: The Pledge states that, subject to entering] [added: On March 16, 2023, Telford Homes entered] into [removed: mutually acceptable] [added: a] legally binding [removed: agreements] [added: agreement] with the [removed: UK] [added: U.K.] government, [added: under which] Telford Homes will (1) take responsibility for performing or funding [removed: self-remediation] [added: 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 [removed: $185.9] [added: $192.1] million [removed: contingent] [added: estimated] liability related to the [removed: Pledge] [added: legally binding agreement] as of December 31, [removed: 2022,] [added: 2023,] of which [removed: $134.3] [added: $155.7] 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 [removed: Pledge] [added: legally binding agreement] (Additional Costs) as a critical audit matter.

Due to the nature of the [removed: Pledge,] [added: agreement,] 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 evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s [removed: loss contingency] [added: fire safety provision] process, including estimates related to which buildings are subject to the Additional Costs and remediation cost for those buildings,

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of [removed: $391.4] [added: $413.5] million as of December 31, [removed: 2022.][added: 2023.]

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

The first step is to evaluate the tax position for recognition by determining if the available evidence indicates [removed: there] [added: it] is more than [removed: a 50% likelihood] [added: likely] that the position will be sustained upon examination, including resolution of related appeals or litigation processes.

The second step is to measure the tax benefit as the largest amount which is more than [removed: 50%] likely of being realized [removed: (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: certain] [added: the] tax positions underlying the unrecognized tax benefits.

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

We have audited CBRE Group, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February [removed: 24, 2023] [added: 20, 2024] expressed an unqualified opinion on those consolidated financial statements.

(Dollars in [removed: thousands,] [added: millions,] except share data)

| | | | [added: | | | | | |] 2022 | | | | | | 2021 [added: (1)] | | | [added: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 1,318,290] [added: 1,265] | | | | | $ | [removed: 2,430,951] [added: 1,318] | |

| Receivables, less allowance for doubtful accounts of [removed: $92,354] [added: $102.0] and [removed: $97,588] [added: $92.4] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 5,326,807] [added: 6,370] | | | | | | [removed: 5,150,473] [added: 5,327] | | |

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

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

| Income taxes receivable | | | [removed: 81,528] [added: 159] | | | | | | [removed: 44,104] [added: 82] | | |

| Other current assets | | | [removed: 557,009] [added: 315] | | | | | | [removed: 371,656] [added: 557] | | |

| Property and equipment, net of accumulated depreciation and amortization of [removed: $1,386,261] [added: $1,576.1] and [removed: $1,288,509] [added: $1,386.3] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 836,041] [added: 907] | | | | | | [removed: 816,092] [added: 836] | | |

| Other intangible assets, net of accumulated amortization of [removed: $1,915,725] [added: $2,178.9] and [removed: $1,725,280] [added: $1,915.7] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 2,192,706] [added: 2,081] | | | | | | [removed: 2,409,427] [added: 2,193] | | |

| Operating lease assets | | | [removed: 1,033,011] [added: 1,030] | | | | | | [removed: 1,046,377] [added: 1,033] | | |

| Investments in unconsolidated subsidiaries (with [removed: $973,635] [added: $997.3] and [removed: $918,226] [added: $973.6] at fair value at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively) | | | [removed: 1,317,705] [added: 1,374] | | | | | | [removed: 1,196,088] [added: 1,318] | | |

| Non-current contract assets | | | [removed: 137,480] [added: 75] | | | | | | [removed: 135,626] [added: 137] | | |

- We obtained the Company’s estimation of the liability and for a sample of Additional Costs evaluated the accuracy of the Additional Costs by agreeing to underlying support including third party evidence, where available, and challenged the appropriateness of the significant assumptions included within the estimated liability.

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

February 20, 2024

February 20, 2024

| | | | 2023 | | | | | | 2022 | | |

| Restricted cash | | | 106 | | | | | | 87 | | |

| Contract assets | | | 443 | | | | | | 392 | | |

| Total Current Assets | | | 9,666 | | | | | | 8,529 | | |

| Goodwill | | | 5,129 | | | | | | 4,868 | | |

| Total Current Liabilities | | | 8,243 | | | | | | 8,242 | | |

| Accumulated earnings | | | 9,188 | | | | | | 8,833 | | |

| Non-controlling interests | | | 800 | | | | | | 753 | | |

| Total Equity | | | 9,067 | | | | | | 8,606 | | |

| Revenue | | | $ | 31,949 | | | | | $ | 30,828 | | | | | $ | 27,746 | |

| Cost of revenue | | | 25,675 | | | | | | 24,239 | | | | | | 21,580 | | |

| Depreciation and amortization | | | 622 | | | | | | 613 | | | | | | 526 | | |

| Operating income | | | 1,117 | | | | | | 1,512 | | | | | | 1,637 | | |

| Equity income from unconsolidated subsidiaries | | | 248 | | | | | | 229 | | | | | | 619 | | |

| Other income (loss) | | | 61 | | | | | | (12) | | | | | | 204 | | |

| Net income | | | 1,027 | | | | | | 1,424 | | | | | | 1,842 | | |

(Dollars in millions)

| Net income | | | $ | 1,027 | | | | | $ | 1,424 | | | | | $ | 1,842 | |

| Comprehensive income | | | 1,122 | | | | | | 988 | | | | | | 1,719 | | |

(Dollars in millions)

| Net income | | | $ | 1,027 | | | | | $ | 1,424 | | | | | $ | 1,842 | |

| Depreciation and amortization | | | 622 | | | | | | 613 | | | | | | 526 | | |

| Gain associated with remeasuring our investment in a previously unconsolidated subsidiary to fair value as of the date we acquired the remaining interest | | | (34) | | | | | | — | | | | | | — | | |

| Gain on disposition of real estate assets | | | (27) | | | | | | — | | | | | | — | | |

| Equity income from unconsolidated subsidiaries | | | (248) | | | | | | (229) | | | | | | (619) | | |

| Origination of mortgage loans | | | (9,905) | | | | | | (13,652) | | | | | | (17,016) | | |

| Increase (decrease) in warehouse lines of credit | | | 218 | | | | | | (830) | | | | | | (107) | | |

| Capital expenditures | | | (305) | | | | | | (260) | | | | | | (210) | | |

| Contributions to unconsolidated subsidiaries | | | (127) | | | | | | (385) | | | | | | (335) | | |

| Acquisition and development of real estate assets | | | (171) | | | | | | — | | | | | | — | | |

| Proceeds from disposition of real estate assets | | | 77 | | | | | | — | | | | | | — | | |

(Dollars in millions)

| Proceeds from senior term loans | | | 748 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of 5.950% senior notes | | | 975 | | | | | | — | | | | | | — | | |

| Interest | | | $ | 191 | | | | | $ | 89 | | | | | $ | 41 | |

| Deferred and/or contingent consideration | | | $ | 54 | | | | | $ | — | | | | | $ | 485 | |

| | | | | | |

- 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

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

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

| Restricted cash | | | 86,559 | | | | | | 108,830 | | |

| Contract assets | | | 391,626 | | | | | | 338,749 | | |

| Total Current Assets | | | 8,528,681 | | | | | | 10,082,365 | | |

| Goodwill | | | 4,868,382 | | | | | | 4,995,175 | | |

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

| Operating lease liabilities | | | 229,591 | | | | | | 232,423 | | |

| Total Current Liabilities | | | 8,241,994 | | | | | | 8,418,869 | | |

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

| Accumulated earnings | | | 8,832,943 | | | | | | 8,366,631 | | |

| Non-controlling interests | | | 752,459 | | | | | | 830,924 | | |

| Total Equity | | | 8,605,732 | | | | | | 9,359,117 | | |

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

| Revenue | | | $ | 30,828,246 | | | | | $ | 27,746,036 | | | | | $ | 23,826,195 | |

| Cost of revenue | | | 24,239,488 | | | | | | 21,579,507 | | | | | | 19,047,620 | | |

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

| Operating income | | | 1,511,915 | | | | | | 1,637,467 | | | | | | 969,759 | | |

| Equity income from unconsolidated subsidiaries | | | 228,998 | | | | | | 618,697 | | | | | | 126,161 | | |

| Other (loss) income | | | (11,864) | | | | | | 203,609 | | | | | | 17,394 | | |

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

(Dollars in thousands)

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

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

| Comprehensive income | | | 987,728 | | | | | | 1,719,128 | | | | | | 906,105 | | |

(Dollars in thousands)

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

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

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

| Equity income from unconsolidated subsidiaries | | | (228,998) | | | | | | (618,697) | | | | | | (126,161) | | |

| Origination of mortgage loans | | | (13,651,807) | | | | | | (17,015,839) | | | | | | (21,268,114) | | |

| (Decrease) increase in warehouse lines of credit | | | (829,611) | | | | | | (106,513) | | | | | | 406,789 | | |

| Capital expenditures | | | (260,140) | | | | | | (209,851) | | | | | | (266,575) | | |

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

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: 2022,] [added: 2023,] using the framework in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the evaluation under this framework, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein on page [removed: [5](#i4ec277f4faf24bfc994922a42e647b17_178)[9](#i4ec277f4faf24bfc994922a42e647b17_178).][added: [5](#i7046db8b20a24e7199d85eb12bedf1dc_235)4.]

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 [removed: Act] [added: Act)] as of December 31, [removed: 2022.][added: 2023.]

Based on this evaluation, our certifying officers concluded that our disclosure controls and procedures are effective as of December 31, [removed: 2022.][added: 2023.]

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial [removed: reporting except as disclosed below.][added: reporting.]

Remediation of Prior Material Weaknesses Relating to Global Workplace Solutions EMEA

As previously reported, management identified that the company had material weaknesses in its internal control over financial reporting as of December 31, 2019, related to its GWS EMEA business, which continued through December 31, 2021.

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.

During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

None.

The information under the headings “Elect Directors,” “Corporate Governance,” “Executive Management” and “Stock Ownership” in the definitive proxy statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.

The information contained under the headings “Corporate Governance,” “Compensation Discussion and Analysis” and “Executive Compensation” in the definitive proxy statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

The following table summarizes information about our equity compensation plans as of December 31, [removed: 2022.][added: 2023.]

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

| Equity compensation plans approved by security holders (1) | | | [removed: 10,186,742] [added: 9,466,626] | | | | | | $ | — | | | | | [removed: 10,087,368] [added: 9,040,592] | | |

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

We cannot issue any further awards under [removed: both] the [removed: 2012 Plan and the] 2017 Plan.

[removed: ◦6,709,560] [added: *◦*5,491,187] RSUs that are performance vesting in nature, with the figures in the table reflecting the maximum number of RSUs that may be issued if all performance-based targets are satisfied and

[removed: ◦3,477,182] [added: *◦*3,975,439] RSUs that are time vesting in nature.

| Total | | | 9,466,626 | | | | | | $ | — | | | | | 9,040,592 | | |

________________________________________________________________________________________________________________________________________

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

_______________

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

The information contained under the headings “Elect Directors,” “Corporate Governance” and “Related-Party Transactions” in the definitive proxy statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

See [Index to Consolidated Financial Statements and Financial Statement [removed: Schedules](#i4ec277f4faf24bfc994922a42e647b17_172)] [added: Schedules](#i7046db8b20a24e7199d85eb12bedf1dc_229)] located on page [removed: [5](#i4ec277f4faf24bfc994922a42e647b17_172)[5](#i4ec277f4faf24bfc994922a42e647b17_172)] [added: 50] of this report.

See [Schedule [removed: II](#i4ec277f4faf24bfc994922a42e647b17_412)] [added: II](#i7046db8b20a24e7199d85eb12bedf1dc_484)] located on page [removed: [12](#i4ec277f4faf24bfc994922a42e647b17_412)4] [added: [1](#i7046db8b20a24e7199d85eb12bedf1dc_484)[1](#i7046db8b20a24e7199d85eb12bedf1dc_484)5] of this report.

See [Exhibit [removed: Index](#i4ec277f4faf24bfc994922a42e647b17_415)] [added: Index](#i7046db8b20a24e7199d85eb12bedf1dc_487)] located on page [removed: [12](#i4ec277f4faf24bfc994922a42e647b17_415)5] [added: [1](#i7046db8b20a24e7199d85eb12bedf1dc_487)[1](#i7046db8b20a24e7199d85eb12bedf1dc_487)[6](#i7046db8b20a24e7199d85eb12bedf1dc_487)] of this report.

| Balance, December 31, [removed: 2019] [added: 2020] | | | $ | [removed: 72,725] [added: 95] | |

| Additions: Charges to expense | | | [removed: 47,240] [added: 18] | | |

| Deductions: Write-offs, payments and other | | | [removed: 24,432] [added: 16] | | |

| Balance, December 31, [removed: 2020] [added: 2021] | | | [removed: 95,533] [added: 97] | | |

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

| Deductions: Write-offs, payments and other | | | [removed: 15,763] [added: 22] | | |

| Balance, December 31, [removed: 2021] [added: 2022] | | | [removed: 97,588] [added: 92] | | |

| Additions: Charges to expense | | | [removed: 16,893] [added: 34] | | |

| Deductions: Write-offs, payments and other | | | [removed: 22,127] [added: 24] | | |

| 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: 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] [added: U.K. 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 | | | | | |

| 3.2 | | | [Amended and Restated By-Laws of CBRE Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1138118/000119312523041992/d457677dex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1138118/000119312523279883/d946850dex31.htm)] | | | 8-K | | | 001-32205 | | | 3.1 | | | [removed: 02/17/2023] [added: 11/17/2023] | | | | | |

| [removed: 4.2(c)] [added: 4.2(d)] | | | [removed: [Fifth] [added: [Eighth] Supplemental Indenture, dated as of [removed: September 25, 2015, between] [added: June 23, 2023, among] CBRE [removed: GWS LLC,] [added: Group, Inc.,] CBRE Services, Inc. and [added: Computershare Trust Company, National Association, as successor to] Wells Fargo Bank, National Association, as trustee, [removed: relating to the 5.00% Senior Notes due 2023,] [added: for] the [removed: 5.25%] [added: issuance of 5.950%] Senior Notes due [removed: 2025 and] [added: 2034, including] the [removed: 4.875%] [added: Form of 5.950%] Senior Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/1138118/000119312515329269/d34288dex41.htm)] [added: 2034](https://www.sec.gov/Archives/edgar/data/1138118/000119312523173924/d466062dex42.htm)] | | | 8-K | | | 001-32205 | | | [removed: 4.1] [added: 4.2] | | | [removed: 09/25/2015] [added: 06/23/2023] | | | | | |

| [removed: 4.2(d)] [added: 4.2(c)] | | | [removed: [Sixth] [added: [Seventh] Supplemental Indenture, dated as of [removed: January 28, 2020,] [added: March 18, 2021,] among CBRE [removed: Holdings, LLC,] [added: Group, Inc.,] CBRE Services, [added: Inc., certain subsidiaries of CBRE Services,] Inc. [added: named therein] and Wells Fargo Bank, National Association, as trustee, [removed: relating to] [added: for] the [removed: 5.25%] [added: issuance of 2.500%] Senior Notes due [removed: 2025 and] [added: 2031, including] the [removed: 4.875%] [added: Form of 2.500%] Senior Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/1138118/000156459020008056/cbre-ex42g_341.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/1138118/000119312521085986/d129456dex42.htm)] | | | [removed: 10-K] [added: 8-K] | | | 001-32205 | | | [removed: 4.2(g)] [added: 4.2] | | | [removed: 03/02/2020] [added: 03/18/2021] | | | | | |

| 10.1 | | | [Credit Agreement, dated as of [removed: October 31, 2017,] [added: July 10, 2023,] among CBRE Group, Inc., CBRE Services, Inc., [removed: certain subsidiaries of CBRE Services, Inc.,] [added: Relam Amsterdam Holdings B.V.,] the lenders party thereto and [removed: Credit Suisse AG, Cayman Islands Branch,] [added: Wells Fargo Bank, National Association,] as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312517329622/d485157dex101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312523184581/d532598dex101.htm)] | | | 8-K | | | 001-32205 | | | 10.1 | | | [removed: 11/01/2017] [added: 07/10/2023] | | | | | |

| 10.3 | | | [removed: [Incremental Term Loan Assumption] [added: [Revolving Credit] Agreement, dated as of [removed: December 20, 2018,] [added: August 5, 2022,] among CBRE Group, Inc., CBRE Services, Inc., [removed: certain subsidiaries of CBRE Services, Inc.,] the lenders party [added: thereto, the issuing banks party] thereto and [removed: Credit Suisse AG, Cayman Islands Branch,] [added: Wells Fargo Bank, National Association,] as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312518356523/d678505dex101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312522214998/d388149dex102.htm)] | | | 8-K | | | 001-32205 | | | [removed: 10.1] [added: 10.2] | | | [removed: 12/21/2018] [added: 08/08/2022] | | | | | |

| 10.4 | | | [removed: [Incremental Term Loan Assumption Agreement,] [added: [Amendment No. 1,] dated as of [removed: March 4, 2019] [added: May 3, 2023, to the Revolving Credit Agreement dated as of August 5, 2022,] among CBRE Group, Inc., CBRE Services, Inc., [removed: certain subsidiaries of CBRE Services, Inc.,] the lenders party [added: thereto, the issuing banks party] thereto and [removed: Credit Suisse AG, Cayman Islands Branch,] [added: Wells Fargo Bank, National Association,] as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312519064205/d714196dex101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000025/cbre-20230630x10qxex101.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 001-32205 | | | 10.1 | | | [removed: 03/05/2019] [added: 07/27/2023] | | | | | |

| [removed: 10.7] [added: 10.5] | | | [removed: [Amendment No. 2,] [added: [Holdings Guaranty Agreement,] dated as of August 5, 2022, among CBRE Group, Inc., CBRE [removed: Global Acquisition Company, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch] [added: Services, Inc.] and Wells Fargo [removed: 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)] [added: Bank, National Association, as administrative agent.](https://www.sec.gov/Archives/edgar/data/1138118/000119312522214998/d388149dex103.htm)] | | | 8-K | | | 001-32205 | | | [removed: 10.1] [added: 10.3] | | | 08/08/2022 | | | | | |

| [removed: 10.8] [added: 10.2] | | | [Guarantee Agreement, dated as of [removed: October 31, 2017,] [added: July 10, 2023,] among [removed: CBRE Group, Inc.,] [added: Relam Amsterdam Holdings B.V.,] CBRE Services, Inc., [removed: the subsidiary guarantors party thereto] [added: CBRE Group, Inc.] and [removed: Credit Suisse AG, Cayman Islands Branch,] [added: Wells Fargo Bank, National Association,] as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312517329622/d485157dex102.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1138118/000119312523184581/d532598dex102.htm)] | | | 8-K | | | 001-32205 | | | 10.2 | | | [removed: 11/01/2017] [added: 07/10/2023] | | | | | |

| [removed: 10.12] [added: 10.6] | | | [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: 10.13] [added: 10.7] | | | [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: 10.14] [added: 10.8] | | | [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: 10.15] [added: 10.9] | | | [CBRE Group, Inc. 2017 Equity Incentive Plan +](https://www.sec.gov/Archives/edgar/data/1138118/000119312517176639/d382290dex991.htm) | | | S-8 | | | 333-218113 | | | 99.1 | | | 05/19/2017 | | | | | |

| [removed: 10.16] [added: 10.11] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. [removed: 2017] [added: 2019] Equity Incentive Plan (Time Vest) [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312519064205/d714196dex102.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: 03/05/2019] [added: 03/01/2022] | | | | | |

| [removed: 10.17] [added: 10.12] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. [removed: 2017] [added: 2019] Equity Incentive Plan (Performance Vest) [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312519064205/d714196dex103.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1024.htm)] | | | [removed: 8-K] [added: 10-K] | | | 001-32205 | | | [removed: 10.3] [added: 10.24] | | | [removed: 03/05/2019] [added: 03/01/2022] | | | | | |

| [removed: 10.18] [added: 10.13] | | | [Form of Grant Notice and Restricted Stock Unit Agreement for the CBRE Group, Inc. [removed: 2017] [added: 2019] Equity Incentive Plan (Non-Employee Director) [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000119312517176639/d382290dex994.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1025.htm)] | | | [removed: S-8] [added: 10-K] | | | [removed: 333-218113] [added: 001-32205] | | | [removed: 99.4] [added: 10.25] | | | [removed: 05/19/2017] [added: 03/01/2022] | | | | | |

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

| [removed: 10.26] [added: 10.14] | | | [CBRE Deferred Compensation Plan, effective January 1, 2019 +](https://www.sec.gov/Archives/edgar/data/1138118/000156459019005666/cbg-ex1022_359.htm) | | | 10-K | | | 001-32205 | | | 10.22 | | | 03/01/2019 | | | | | |

| [removed: 10.27] [added: 10.15] | | | [CBRE Adoption Agreement [removed: +](https://www.sec.gov/Archives/edgar/data/1138118/000156459019005666/cbg-ex1023_775.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/1138118/000113811824000006/cbre-20231231x10kxex1015.htm)] | | | [removed: 10-K] | | | [removed: 001-32205] | | | [removed: 10.23] | | | [removed: 03/01/2019] | | | [added: X] | | |

| [removed: 10.28] [added: 10.16] | | | [CBRE Group, Inc. Amended and Restated Change in Control and Severance Plan for Senior Management, including form of Designation Letter +](https://www.sec.gov/Archives/edgar/data/1138118/000156459020048948/cbre-ex101_323.htm) | | | 10-Q | | | 001-32205 | | | 10.1 | | | 10/29/2020 | | | | | |

| [removed: 10.29] [added: 10.17] | | | [Form of Restricted Covenants Agreement +](https://www.sec.gov/Archives/edgar/data/1138118/000156459018003991/cbg-ex1033_887.htm) | | | 10-K | | | 001-32205 | | | 10.33 | | | 03/01/2018 | | | | | |

| [removed: 10.30] [added: 10.18] | | | [Letter Agreement, dated as of July 28, 2021, by and between CBRE, Inc. and Emma Giamartino +](https://www.sec.gov/Archives/edgar/data/1138118/000113811821000033/cbre-20210630x10qxex103.htm) | | | 10-Q | | | 001-32205 | | | 10.3 | | | 07/30/2021 | | | | | |

| [removed: 10.31] [added: 10.19] | | | [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 | | | | | |

| [removed: 10.32] [added: 10.20] | | | [Letter Agreement, dated as of February 23, 2022, by and between CBRE, Inc. and Chandra Dhandapani +](https://www.sec.gov/Archives/edgar/data/1138118/000113811822000010/cbre-20211231x10qxex1034.htm) | | | 10-K | | | 001-32205 | | | 10.34 | | | 03/01/2022 | | | | | |

| [removed: 10.33] [added: 10.21] | | | [Separation Agreement, dated as of January 20, 2023 by and between CBRE Group, Inc. and Michael J. Lafitte +](https://www.sec.gov/Archives/edgar/data/1138118/000113811823000009/cbre-20221231x10kxex1033.htm) | | | [added: 10-K] | | | [added: 001-32205] | | | [added: 10.33] | | | [added: 02/27/2023] | | | [removed: X] | | |