CBRE Group (CBRE) 10-K risk factor changes: FY2024 vs FY2023

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

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

For example, in [removed: 2023,] [added: 2023 and early 2024,] commercial real estate capital markets [removed: remained] [added: were] under significant pressure.

Our businesses could also suffer from [removed: political] [added: geopolitical] or economic disruptions (or the perception that such disruptions may occur) [added: or currency fluctuations] that affect interest [removed: rates or liquidity] [added: rates, capital availability and cost,] or [removed: create] [added: heighten] financial, market or regulatory uncertainty.

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

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

During the year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 45%] [added: 43.6%] of our revenue was transacted in foreign currencies.

- adverse changes in [removed: regulatory or] [added: regulatory,] tax [removed: requirements and regimes] or [added: trade policies or] uncertainty about [removed: the application of or the future of] [added: potential changes in] such [removed: regulatory or] [added: regulatory,] tax [removed: requirements and regimes;][added: or trade policies;]

Our international operations require us to comply with a broad range of complex [removed: legal] [added: legal, geopolitical] and regulatory environments in which we operate.

We have committed [removed: additional] resources to expand our worldwide sales and marketing activities, to globalize our service offerings and products in select markets and to develop local sales and support channels.

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 [removed: services,] [added: servicing,] 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: 2023] [added: 2024] revenue, our relative competitive position varies across geographies, property types and services and business lines.

Our [removed: Real Estate Investments] [added: REI] businesses, including our real estate investment programs and co-investment activities, subject us to performance and real estate investment risks which could cause fluctuations in our earnings and cash flow and impact our ability to raise capital for future investments.

As of December 31, [removed: 2023,] [added: 2024,] we had a net investment of approximately [removed: $337.0] [added: $361] million and had committed [removed: $180.4] [added: $205] million to fund future co-investments in our investment funds, approximately [removed: $128.0] [added: $74] million of which is expected to be funded during [removed: 2024.][added: 2025.]

As of December 31, [removed: 2023,] [added: 2024,] we were involved as a principal in [removed: 36] [added: 44] real estate projects that were consolidated in our financial statements with invested equity of [removed: $526.7] [added: $649] million and co-invested with our clients in approximately [removed: 132] [added: 125] unconsolidated real estate projects with a net investment of [removed: $358.8] [added: $340] million.

We had [removed: committed] [added: committed, but not funded,] additional capital of [removed: $230.1] [added: $330] million and [removed: $73.9] [added: $67] million to consolidated and unconsolidated projects, respectively, as of December 31, [removed: 2023.][added: 2024.]

In [removed: many] [added: certain] cases, we have limited control over the timing of the disposition of these investments and the recognition of any related gain or loss, or incentive participation fee.

The success of our [removed: Global Workplace Solutions segment] [added: GWS business] depends on our ability to enter into mutually beneficial contracts, deliver high quality levels of [removed: service] [added: service, manage our contractual obligations] and accurately assess working capital requirements.

Further, [removed: the facilities management and project management businesses within] our Global Workplace Solutions [removed: segment are] [added: business is] often impacted by transition activities in the first year of a contract as well as the timing of starting operations on these large client contracts.

Further, if we [added: do not have adequate governance, processes, technology, quality assurance or expertise available to appropriately manage contracts with our clients and our obligations under such contracts, or if we] fail to deliver the high-quality levels of service expected by our clients, it may result in reputational and financial damage, and could impact our ability to retain existing clients and attract new clients.

Our Global Workplace Solutions [removed: segment] [added: business] also requires us to accurately model the working capital needs of this business.

[removed: 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 [added: terms, or in connection with disputes or potential litigation.]

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

A significant portion of our loan origination and servicing business (which we conduct through certain of our wholly-owned subsidiaries) depends upon our relationship with the Federal National Mortgage Association (Fannie Mae), and the Federal Home Loan Mortgage Corporation (Freddie Mac), collectively the [removed: Government Sponsored Enterprises (GSEs).][added: GSEs.]

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

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

We have approximately [removed: 130,000] [added: 140,000] employees (including Turner & Townsend employees) as well as independent contractors working in over 100 countries.

Infrastructure disruptions, [added: risks related to] climate change, [removed: natural disasters] [added: including physical] and [added: transition risks, social activism, geopolitical tensions, and] other [added: similar] 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.

Our ability to conduct a global business may be adversely impacted by disruptions to the [added: physical] infrastructure [added: and supply chain] that [removed: supports] [added: support] our businesses and the communities in which they are located.

This may include disruptions as a result of political instability, public [added: protests, environmental activism, public] health [removed: crises,] [added: crises (including new or resurging pandemics),] attacks on our information technology systems, war or other hostilities, terrorist attacks, interruptions or delays in services from third-party data center hosting facilities or cloud computing platform providers, employee errors or malfeasance, building defects, utility outages, [added: and] the [added: physical] effects of climate [removed: change and natural disasters such as fires, earthquakes, floods and hurricanes.][added: change, including the acute impacts of extreme weather events occurring more frequently or with more severe effects.]

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

[removed: Over time, these] [added: These] conditions could [added: also] result in declining demand for commercial real [removed: estate,] [added: estate in certain regions or with certain clients,] decreased value of any real estate investments we hold in those [removed: regions] [added: regions,] or [removed: result in] increases in our operating [removed: costs.][added: costs and in the costs of managing client properties over time.]

The buildings we manage for [added: our] clients, which include some of the world’s largest office properties and retail centers, are used by people daily.

We also manage the critical facilities (including data [removed: centers)] [added: centers, laboratories, government facilities, manufacturing environments, warehouses and other mission-critical facilities)] that our clients rely [removed: on] [added: upon] to serve the public and their [removed: customers, where unplanned downtime could potentially disrupt other parts of their businesses or society.][added: customers.]

[removed: natural disasters, building defects, acts of war, terrorist attacks, mass shootings or infrastructure disruptions may result in significant loss of life or injury, and, to] [added: To] the extent we are held to have been negligent in connection with our management of the affected [removed: properties,] [added: properties (due to human error or otherwise),] we could incur significant financial liabilities and reputational [removed: harm.][added: harm, including, but not limited to, as a result of litigation, government scrutiny, fines or penalties.]

As of December 31, [removed: 2023,] [added: 2024,] 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: $2.8] [added: $3.6] billion.

For the year ended December 31, [removed: 2023,] [added: 2024,] our interest expense was [removed: $243.2] [added: $440] million.

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

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

In addition, we make significant investments in new systems and tools to achieve competitive advantages and [removed: efficiencies.][added: efficiencies, including the adoption and integration of artificial intelligence (AI) and machine learning technologies.]

While central banks began cutting their interest rates in 2024, interest rates remain above recent norms and if inflation were to begin to rise again such interest rate cuts may be reversed.

- potential interest rate and /or inflation rate increases and less available and more expensive debt capital;

In addition, competitive conditions, particularly in connection with increasingly large clients,

However, if our compensation incentives are misaligned with the company’s organizational and strategic priorities, such misalignment could lead to poor business decisions, operational inefficiencies, excessive risk taking, and talent retention challenges.

Any such misaligned incentives could have a material negative impact on our business and operating results.

Catastrophic events, failures or negligence impacting the buildings that we manage may lead to significant financial liability and reputational harm, including as a result of litigation, government fines and penalties

If our ability to manage these buildings is compromised due to employee errors or malfeasance or a catastrophic event (e.g., cybersecurity attacks, damage to or sabotage of underwater sea cables, explosions, natural disasters, acts of war, terrorist attacks, mass shootings, government intervention or property seizure), it could potentially disrupt our client’s ability to conduct business and may result in ensuing harm to the public, including significant loss of life or injury.

Furthermore, to the extent climate change causes adverse chronic impacts on global temperatures, weather patterns, and weather events in regions where we operate, we, our vendors and our clients could experience prolonged infrastructure or service disruptions that could interfere with our or their ability to conduct business.

Additionally, we face climate-related transition risks, including shifts in market preferences toward low carbon solutions and sustainable products and services.

Failure to continue to establish and maintain effective strategies, solutions and technologies to help clients meet stricter regulations or their own sustainability objectives may affect our ability to compete effectively for certain business or have reputational impacts.

In addition, while our commercial paper notes generally have a fixed rate, due to their short-term nature, we view all of the interest rates charged in connection with these instruments as variable.

Implementation of such investments in information technology, including generative AI tools, could be complicated, heavily dependent on the quality, accuracy and relevance of data inputs and methodologies, require sophisticated infrastructure and skilled talent, have ethical and societal implications, and could exceed estimated budgets.

The rapid evolution and increased adoption of AI technologies may intensify these security risks.

Without any overarching federal privacy law, the patchwork of privacy legislation formed by individual state laws heightens the costs of compliance, the risks of noncompliance, and the potential for enforcement actions by individual state attorneys general.

A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of client, employee or other personal information or proprietary business data, whether by third parties or as a result of employee malfeasance or otherwise,

The estimated remediation costs for in-scope buildings are subjective, highly complex and dependent on a number of variables outside of Telford Homes’ control and, as a result, the aggregate costs and liabilities related to these remediations are uncertain.

For additional information, see Note 22 – Telford Fire Safety Remediation, in the notes to the consolidated financial statements included in this Annual Report.

any additional or similar changes to laws or regulations, including the interpretation or implementation thereof, will occur in the future.

At the same time, regulators and other stakeholders have increasingly expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives, including the enactment or proposal of “anti-ESG” legislation or policies.

Further, rising client expectations for sustainability performance may be at odds with simultaneous pressure for low-cost delivery.

Relatedly, our clients use sustainability performance data managed by us (including, but not limited to, data used in the calculation of GHG emissions) in their own regulatory filings, and such data is subject to financial grade assurance.

If our sustainability practices do not meet evolving stakeholders’ expectations and assurance standards, or if we are unable to satisfy all stakeholders, our reputation, ability to attract or retain employees, financial condition, results of operations and cash flows could be negatively impacted.

Further, new and emerging regulatory initiatives, particularly in the EU, U.K. and California, related to climate change and sustainability matters, could adversely affect our business, including, for example, the EU Corporate Sustainability Reporting Directive, the EU Corporate Sustainability Due Diligence Directive, and Taskforce on Climate-related Financial Disclosures (TCFD)-aligned disclosure requirements in the U.K. and other jurisdictions.

These and other legal and regulatory requirements continue to evolve in scope and complexity, making compliance more difficult and uncertain.

We also expect to incur additional costs as we seek to engage in due diligence, verification and reporting in connection with our sustainability initiatives.

Further, we have announced, and may from time to time announce, certain initiatives, including goals, targets and objectives, related to greenhouse gas emissions targets and other sustainability matters, in our SEC filings or in other public disclosures.

There is no guarantee that we will be able to successfully achieve our initiatives or commitments related to sustainability matters, on the desired timeframes or at all.

Achievement of our sustainability goals may also require us to incur additional costs or to make changes to our operations which could adversely affect our business and results of operations.

Furthermore, the Covid-19 pandemic engendered structural changes to the utilization of many types of commercial real estate, which will likely have ongoing repercussions for our business.

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

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

terms, or in connection with disputes or potential litigation.

In addition, the growth of our business is largely dependent upon our ability to attract and retain qualified personnel in all areas of our business.

As competition is significant for the services of such personnel, the expense of such incentives and bonuses may increase, which could negatively impact our profitability, or result in our inability to attract or retain such personnel to the same extent that we have in the past.

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

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

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

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

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.

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.

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

which we perform these services.

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

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

For example, developing and acting on new or ongoing initiatives within the scope of ESG, and collecting, measuring and reporting ESG related information and metrics may be costly, difficult and time consuming and subject to evolving reporting standards, including the SEC’s proposed climate-related reporting requirements, California’s Climate Corporate Data Accountability Act and Greenhouse Gases: Climate-related Financial Risk Act, and similar proposals by other international regulatory bodies.

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

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

We could also be criticized for the scope or nature of such initiatives or goals, or for any revisions thereto.

We may be subject to environmental liability as a result of our role as a property or facility manager or developer of real estate.

Various laws and regulations impose liability on real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at a property.

In our role as a property or facility manager or developer, we could be held liable as an operator for such costs.

This liability may be imposed without regard to the legality of the original actions and without regard to whether we knew of, or were responsible for, the presence of the hazardous or toxic substances.

If we fail to disclose environmental issues, we could also be liable to a buyer or lessee of a property.

If we incur any such liability, our business could suffer significantly as it could be difficult for us to develop or sell such properties, or borrow funds using such properties as collateral.

In the event of a substantial liability, our insurance coverage might be insufficient to pay the full damages, or the scope of available coverage may not cover certain of these liabilities.

Additionally, liabilities incurred to comply with more stringent future environmental requirements could adversely affect any or all of our lines of business.

Discussion regarding our financial condition and results of operations for the year ended December 31, [removed: 2022] [added: 2023] and comparisons between the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are included in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s [removed: 2022] [added: 2023] [Annual [removed: Report](https://www.sec.gov/ix?doc=/Archives/edgar/data/1138118/000113811823000009/cbre-20221231.htm)] [added: Report](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001138118/000113811824000006/cbre-20231231.htm)] filed with the SEC on February [removed: 27, 2023.][added: 20, 2024.]

CBRE is the world’s largest commercial real estate services and investment firm (based on [removed: 2023] [added: 2024] revenue).

[removed: We serve] [added: In 2024, we served] clients through three business segments – Advisory Services, Global Workplace Solutions (GWS) and Real Estate Investments (REI) – which are described in “Item 1.

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

[removed: Transactional] [added: Non-recurring transactional] revenue and earnings within our Advisory Services segment (notably property sales and leasing) have historically been highest in the year’s fourth quarter due to [removed: the] [added: a] focus on completing transactions prior to [removed: year-end.][added: year-end, but such seasonality has decreased as transactions have comprised a smaller proportion of our total revenue.]

The operating environment for commercial real estate [removed: was significantly challenged] [added: improved] in [removed: 2023.][added: 2024, particularly in the second half of the year.]

The following presents highlights of CBRE’s performance for the year ended December 31, [removed: 2023:][added: 2024 (percentages represent comparison to 2023 results):]

The following table sets forth items derived from our consolidated statements of operations for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] (dollars in millions):

| Facilities management | | | $ | [removed: 5,806] [added: 6,907] | | | | | [removed: 18.2] [added: 19.3] | | % | | | | $ | [removed: 5,137] [added: 5,806] | | | | | [removed: 16.7] [added: 18.2] | | % |

| Property management | | | [removed: 1,840] [added: 2,123] | | | | | | [removed: 5.8] [added: 5.9] | | % | | | | [removed: 1,777] [added: 1,840] | | | | | | 5.8 | | % |

| Project management | | | [removed: 3,124] [added: 3,433] | | | | | | [removed: 9.8] [added: 9.6] | | % | | | | [removed: 2,735] [added: 3,124] | | | | | | [removed: 8.9] [added: 9.8] | | % |

| Valuation | | | [removed: 716] [added: 751] | | | | | | [removed: 2.2] [added: 2.1] | | % | | | | [removed: 765] [added: 716] | | | | | | [removed: 2.5] [added: 2.2] | | % |

| Loan servicing | | | [removed: 317] [added: 331] | | | | | | [removed: 1.0] [added: 0.9] | | % | | | | [removed: 311] [added: 317] | | | | | | 1.0 | | % |

| Advisory leasing | | | [removed: 3,503] [added: 3,932] | | | | | | 11.0 | | % | | | | [removed: 3,872] [added: 3,503] | | | | | | [removed: 12.6] [added: 11.0] | | % |

| Advisory sales | | | [removed: 1,611] [added: 1,774] | | | | | | 5.0 | | % | | | | [removed: 2,523] [added: 1,611] | | | | | | [removed: 8.2] [added: 5.0] | | % |

| Commercial mortgage origination | | | [removed: 424] [added: 596] | | | | | | [removed: 1.3] [added: 1.7] | | % | | | | [removed: 563] [added: 424] | | | | | | [removed: 1.8] [added: 1.3] | | % |

| Investment management | | | [removed: 592] [added: 650] | | | | | | [removed: 1.9] [added: 1.8] | | % | | | | [removed: 595] [added: 592] | | | | | | 1.9 | | % |

| Development services | | | [removed: 360] [added: 388] | | | | | | 1.1 | | % | | | | [removed: 515] [added: 360] | | | | | | [removed: 1.7] [added: 1.1] | | % |

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

| Total net revenue | | | [removed: 18,276] [added: 20,868] | | | | | | [removed: 57.2] [added: 58.3] | | % | | | | [removed: 18,777] [added: 18,276] | | | | | | [removed: 60.9] [added: 57.2] | | % |

| [removed: Pass through] [added: Pass-through] costs also recognized as revenue | | | [removed: 13,673] [added: 14,899] | | | | | | [removed: 42.8] [added: 41.7] | | % | | | | [removed: 12,051] [added: 13,673] | | | | | | [removed: 39.1] [added: 42.8] | | % |

| Total revenue | | | [removed: 31,949] [added: 35,767] | | | | | | 100.0 | | % | | | | [removed: 30,828] [added: 31,949] | | | | | | 100.0 | | % |

| Cost of revenue | | | [removed: 25,675] [added: 28,811] | | | | | | [removed: 80.4] [added: 80.6] | | % | | | | [removed: 24,239] [added: 25,675] | | | | | | [removed: 78.6] [added: 80.4] | | % |

| Operating, administrative and other | | | [removed: 4,562] [added: 5,011] | | | | | | [removed: 14.3] [added: 14.0] | | % | | | | [removed: 4,649] [added: 4,562] | | | | | | [removed: 15.1] [added: 14.3] | | % |

| Depreciation and amortization | | | [removed: 622] [added: 674] | | | | | | 1.9 | | % | | | | [removed: 613] [added: 622] | | | | | | [removed: 2.0] [added: 1.9] | | % |

| Total costs and expenses | | | [removed: 30,859] [added: 34,496] | | | | | | [removed: 96.6] [added: 96.4] | | % | | | | [removed: 29,560] [added: 30,859] | | | | | | [removed: 95.9] [added: 96.6] | | % |

| Gain on disposition of real estate | | | [removed: 27] [added: 142] | | | | | | [removed: 0.1] [added: 0.4] | | % | | | | [removed: 244] [added: 27] | | | | | | [removed: 0.8] [added: 0.1] | | % |

| Operating income | | | [removed: 1,117] [added: 1,413] | | | | | | [removed: 3.5] [added: 4.0] | | % | | | | [removed: 1,512] [added: 1,117] | | | | | | [removed: 4.9] [added: 3.5] | | % |

| Equity [added: (loss)] income from unconsolidated subsidiaries | | | [removed: 248] [added: (19)] | | | | | | [removed: 0.8] [added: (0.1)] | | % | | | | [removed: 229] [added: 248] | | | | | | [removed: 0.7] [added: 0.8] | | % |

| Other income [removed: (loss)] | | | [removed: 61] [added: 3] | | | | | | [removed: 0.2] [added: 0.0] | | % | | | | [removed: (12)] [added: 2] | | | | | | 0.0 | | % |

| Interest expense, net of interest income | | | [removed: 149] [added: 215] | | | | | | [removed: 0.5] [added: 0.6] | | % | | | | [removed: 69] [added: 149] | | | | | | [removed: 0.2] [added: 0.5] | | % |

| Income before provision for income taxes | | | [removed: 1,277] [added: 1,218] | | | | | | [removed: 4.0] [added: 3.4] | | % | | | | [removed: 1,658] [added: 1,277] | | | | | | [removed: 5.4] [added: 4.0] | | % |

| Provision for income taxes | | | [removed: 250] [added: 182] | | | | | | [removed: 0.8] [added: 0.5] | | % | | | | [removed: 234] [added: 250] | | | | | | 0.8 | | % |

| Net income | | | [removed: 1,027] [added: 1,036] | | | | | | [removed: 3.2] [added: 2.9] | | % | | | | [removed: 1,424] [added: 1,027] | | | | | | [removed: 4.6] [added: 3.2] | | % |

| Less: Net income attributable to non-controlling interests | | | [removed: 41] [added: 68] | | | | | | [removed: 0.1] [added: 0.2] | | % | | | | [removed: 17] [added: 41] | | | | | | 0.1 | | % |

| Net income attributable to CBRE Group, Inc. | | | $ | [removed: 986] [added: 968] | | | | | [removed: 3.1] [added: 2.7] | | % | | | | $ | [removed: 1,407] [added: 986] | | | | | [removed: 4.6] [added: 3.1] | | % |

Year Ended December 31, [removed: 2023] [added: 2024] Compared to Year Ended December 31, [removed: 2022][added: 2023]

We reported consolidated net income of [removed: $985.7] [added: $968] million for the year ended December 31, [removed: 2023] [added: 2024] on revenue of [removed: $31.9] [added: $35.8] billion as compared to consolidated net income of [removed: $1.4 billion] [added: $986 million] on revenue of [removed: $30.8] [added: $31.9] billion for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: Current-year activity primarily includes] [added: In 2023, we recognized] a one-time gain of approximately [removed: $34.2] [added: $34] million associated with remeasuring an investment in an unconsolidated subsidiary to fair value as of the date the remaining controlling interest was acquired.

Business” in this Annual Report.

This was most prominently evident in real estate leasing markets.

A healthy economic outlook and improved return-to-office momentum made companies increasingly confident to move forward with office leasing plans.

Demand was particularly strong for the highest-quality space and expanded from primary to secondary markets as the year progressed.

Improved capital availability and lower borrowing costs – along with the perception that interest rates would fall further – buoyed investor sentiment and led to increased real estate sales and financing activity in the second half of 2024.

These factors also improved the operating backdrop for development and investment asset sales late in the year.

Meanwhile, outsourcing services continued to gain favor with major corporations and other large occupiers of space, boosting demand for facilities and project management services.

| $35.8B | | | | | | $20.9B | | | | | | $968M | | |

| 12.0% | | | | | | 14.2% | | | | | | (1.8)% | | |

| $2.7B | | | | | | $3.14 | | | | | | $5.10 | | |

| 22.4% | | | | | | (0.3)% | | | | | | 32.8% | | |

An improved operating environment supported strong growth for CBRE in 2024.

Overall, net revenue increased 14.2%.

This included 14.1% net revenue growth in our resilient businesses(1) (including facilities management, project management, property management, loan servicing, recurring investment management fees and valuations), and 14.3% net revenue growth in our transactional businesses(1) (property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees).

We allocated significant capital last year on projects designed to enhance our capabilities, augment our growth profile and expand our total addressable market.

Our capital deployment totaled approximately $1.8 billion, and included $1.1 billion in M&A and other strategic investments, including the acquisition of J&J Worldwide Services, a provider of outsourcing

services to the U.S. federal government and Direct Line Global, which provides technical data center management.

In addition, we deployed $644 million in share buybacks (repurchasing 5,110,624 shares).

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

The revenue increase reflected growth in leasing activity, particularly for office and retail space, commercial mortgage origination, loan servicing, property management, and continued strong growth in the GWS segment, which benefited from strong new business activity, contract expansions, and acquisitions.

We began to see an increase in property sales in our Advisory Services segment in the second half of 2024.

Revenue increased in the REI segment, driven by higher incentive and development fees.

Foreign currency translation had minimal net impact on revenue during the year ended December 31, 2024.

Foreign currency translation strength in the British pound sterling was offset by weakness in the Japanese yen.

Cost of revenue increased 12.2%, during the year ended December 31, 2024 as compared to the same period in 2023 due to revenue growth, consisting of higher pass-through costs, higher compensation, and higher indirect reimbursed costs.

Cost of revenue increased slightly to 80.6% of total revenue from 80.4% driven by higher costs to support growth in revenues.

Operating, administrative and other expenses increased 9.8% as compared to the same period last year.

The increase was driven by an increase in restructuring and indirect tax expenses this year compared to 2023 as the cost savings initiatives in the GWS segment were largely completed.

Operating expenses as a percentage of revenue decreased to 14.0% from 14.3%, as operating expenses grew slower than revenue.

Depreciation and amortization expense increased by 8.4% during the year ended December 31, 2024, as compared to the same period in 2023, reflecting higher depreciation and amortization expense related to assets acquired from recent acquisitions such as J&J Worldwide Services.

Gain on disposition of real estate increased by $115 million in 2024, driven by the monetization of real estate development assets in the REI segment.

We incurred an equity loss of $19 million in 2024 compared to equity income of $248 million in the same period in 2023.

This was mainly due to an unusually large development asset disposition in the first-quarter 2023 that did not recur in 2024.

In addition, we recorded higher unrealized net losses related to our non-core strategic equity investments, including Altus Power, Inc. (Altus), during the year ended December 31, 2024.

These losses were partially offset by equity income recognized in relation to investments in TCC real estate development projects.

Other income decreased to $39 million from $61 million, driven primarily by a one-time gain of approximately $34 million recognized in 2023 associated with the remeasurement of an investment in an unconsolidated subsidiary to fair value as of the date the remaining controlling interest was acquired.

This decrease was partially offset by positive fair value adjustments on certain financial instruments this year as compared to the same period last year.

Interest expense, net of interest income, increased 44.3% in 2024 as compared to the same period 2023.

This increase was primarily due to the issuance of new debt during the first quarter of 2024, the impact of higher interest rates, and increased borrowings on the revolving credit and commercial paper facilities.

The decrease is primarily related to the reversal of unrecognized tax positions.

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

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.

Persistent inflation across the economy 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 contractual provisions in some parts of our business provide some protection against inflation.

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

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

| $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.

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 | | | | | | | | |

| Asset impairments | | | — | | | | | | 0.0 | | % | | | | 59 | | | | | | 0.2 | | % |

| Write-off of financing costs on extinguished debt | | | — | | | | | | 0.0 | | % | | | | 2 | | | | | | 0.0 | | % |

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.

These economic conditions also impacted the timing and value of asset and fund monetization in the REI segment, where revenue declined 14.2%.

Foreign currency translation was a 0.5% drag on revenue, reflecting weakness in the Canadian dollar, Argentina peso and Australian dollar, partially offset by strength in the euro.

Cost of revenue increased by $1.4 billion, or 5.9%, during the year, due to higher costs associated with our GWS segment given the growth.

Cost of revenue declined in our Advisory Services and REI segments, reflecting the variable nature of much of these segments’ costs.

Foreign currency translation had a 0.5% benefit to total costs.

Cost of revenue as a percentage of revenue increased to 80.4% in 2023 as compared to 78.6% in 2022, largely due to a shift in revenue mix toward the GWS segment, which generally has lower gross margin.

In addition, certain charges associated with our cost reduction and efficiency initiatives also contributed to an increase in cost of revenue this year.

Operating, administrative and other expenses decreased by $87.5 million, or 1.9%, for the year, driven by lower incentive compensation in the REI segment, reflecting the overall decline in revenue.

In addition, we recorded approximately $185.9 million related to Telford Homes’ fire safety remediation charges in 2022 that did not recur in 2023.

GWS incurred higher infrastructure costs in support of revenue growth.

Other factors weighing on expenses in 2023 include efficiency and cost reduction charges, increased professional fees associated with various capital allocation opportunities, certain legal settlement charges and higher bad debt expenses.

Foreign currency translation had a 0.3% benefit on operating expenses for the year.

Operating expenses as a percentage of revenue decreased to 14.3% from 15.1% in 2022, mainly due to GWS revenue outpacing operating expense growth and the Telford Homes fire safety remediation charges in 2022.

Depreciation and amortization expense increased by $8.9 million, or 1.4%, during the year, due to continued investment in capital assets and depreciation and amortization associated with fixed assets and intangible assets acquired as part of in-fill acquisitions.

These increases were partially offset by lower amortization expense compared with 2022, when loan payoffs in our Capital Markets loan servicing business increased amortization.

We did not record any asset impairments in 2023 versus $58.7 million in 2022, including $10.4 million related to our exit of the Advisory Services business in Russia; $26.4 million for non-cash goodwill impairment and $21.9 million for non-cash trade name impairment both related to Telford Homes in our REI segment.

The Telford Homes charges were attributable to the effect of elevated inflation on construction, materials and labor costs, which reduced profitability because sales prices for the build-to-rent developments were fixed at the time the developments were sold to a long-term investor.

Gain on disposition of real estate decreased by $216.9 million in 2023.

Economic uncertainty and higher interest rates constrained asset sales in the REI segment compared with significant gains in 2022.

Equity income from unconsolidated subsidiaries increased by $19.3 million, or 8.4%, in 2023, reflecting improved equity pickups and fair value adjustments in our non-core investment portfolio this year.

[removed: In July 2023,] [added: As of December 31, 2024,] we [removed: entered into a cross currency swap] [added: had seven outstanding cross-currency swaps] to effectively hedge [removed: the] foreign currency exposure related to [removed: our new] [added: certain foreign subsidiaries and a] U.S. [added: dollar] denominated term loan entered into by a euro functional entity.

See Note 7 [added: – Fair Value Measurements] 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 [removed: swap] [added: swaps] at December 31, [removed: 2023.][added: 2024.]

We apply FASB ASC [removed: (Topic 815),] [added: Topic 815,] “*Derivatives and Hedging,*” when accounting for derivative financial instruments.

Our Real Estate Investments [added: (REI)] business [added: segment] has significant euro and British pound denominated assets under [removed: management,] [added: management (AUM),] as well as associated revenue and earnings in Europe.

In addition, our Global Workplace Solutions [added: (GWS)] business [removed: also] [added: segment] derives significant revenue and earnings in foreign currencies, such as the euro and British pound sterling.

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

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

During the year ended December 31, [removed: 2023, approximately 45.3%] [added: 2024, 43.6%] of our revenue was transacted in foreign currencies.

| United States dollar | | | $ | [removed: 17,470] [added: 20,166] | | | | | [removed: 54.7] [added: 56.4] | | % | | | | $ | 17,470 | | | | | [removed: 56.7] [added: 54.7] | | % |

| British pound sterling | | | [removed: 4,393] [added: 4,968] | | | | | | [removed: 13.8] [added: 13.9] | | % | | | | [removed: 4,084] [added: 4,393] | | | | | | [removed: 13.2] [added: 13.8] | | % |

| Euro | | | [removed: 3,003] [added: 3,239] | | | | | | [removed: 9.4] [added: 9.1] | | % | | | | [removed: 2,854] [added: 3,003] | | | | | | [removed: 9.3] [added: 9.4] | | % |

| Canadian dollar | | | [removed: 1,195] [added: 1,083] | | | | | | [removed: 3.7] [added: 3.0] | | % | | | | [removed: 1,232] [added: 1,195] | | | | | | [removed: 4.0] [added: 3.7] | | % |

| Australian dollar | | | [removed: 867] [added: 941] | | | | | | [removed: 2.7] [added: 2.6] | | % | | | | [removed: 769] [added: 867] | | | | | | [removed: 2.5] [added: 2.7] | | % |

| Indian rupee | | | [removed: 663] [added: 756] | | | | | | 2.1 | | % | | | | [removed: 534] [added: 663] | | | | | | [removed: 1.7] [added: 2.1] | | % |

| Chinese yuan | | | [removed: 516] [added: 490] | | | | | | [removed: 1.6] [added: 1.4] | | % | | | | [removed: 534] [added: 516] | | | | | | [removed: 1.7] [added: 1.6] | | % |

| Japanese yen | | | [removed: 485] [added: 528] | | | | | | 1.5 | | % | | | | [removed: 407] [added: 485] | | | | | | [removed: 1.3] [added: 1.5] | | % |

| Swiss franc | | | [removed: 427] [added: 491] | | | | | | [removed: 1.3] [added: 1.4] | | % | | | | [removed: 392] [added: 427] | | | | | | 1.3 | | % |

| Singapore dollar | | | [removed: 413] [added: 430] | | | | | | [removed: 1.3] [added: 1.2] | | % | | | | [removed: 354] [added: 413] | | | | | | [removed: 1.1] [added: 1.3] | | % |

| Other currencies (1) | | | [removed: 2,517] [added: 2,675] | | | | | | [removed: 7.9] [added: 7.4] | | % | | | | [removed: 2,198] [added: 2,517] | | | | | | [removed: 7.2] [added: 7.9] | | % |

| Total revenue | | | $ | [removed: 31,949] [added: 35,767] | | | | | 100.0 | | % | | | | $ | [removed: 30,828] [added: 31,949] | | | | | 100.0 | | % |

(1)Approximately 46 currencies comprise [added: 7.4% and] 7.9% of our revenue for the year ended December 31, [removed: 2023,] [added: 2024] and [removed: approximately 48 currencies comprise 7.2% of our revenue for the year ended December 31, 2022.][added: 2023, respectively.]

A hypothetical 10% [removed: adverse change] [added: increase] in the value of the U.S. dollar relative to the British pound sterling during the year ended December 31, [removed: 2023,] [added: 2024,] would have decreased pre-tax income by [removed: $5.4] [added: $10] million.

A hypothetical 10% [removed: adverse change] [added: increase] in the value of the U.S. dollar relative to the euro would have [removed: increased] [added: decreased] pre-tax income by [removed: $6.3] [added: $9] million.

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

[removed: Historically, we] [added: We] have entered into interest rate swap agreements to attempt to hedge the variability of future interest payments due to changes in interest rates.

The estimated fair value of our senior term loans was approximately [removed: $746.5] [added: $708] million at December 31, [removed: 2023.][added: 2024.]

Based on dealers’ quotes, the estimated fair values of our 5.950% senior notes, [added: 5.500% senior notes,] 4.875% senior notes and 2.500% senior notes were $1.0 billion, [removed: $600.2] [added: $509 million, $600] million and [removed: $424.0] [added: $426] million, respectively, at December 31, [removed: 2023.][added: 2024.]

If interest rates were to increase 100 basis points on our outstanding variable rate debt [removed: at] [added: as of] December 31, [removed: 2023,] [added: 2024,] the net impact of the additional interest cost would be a decrease of [removed: $7.6] [added: $11] million on pre-tax income [removed: and a decrease of $7.6 million in cash provided by operating activities] for the year ended December 31, [removed: 2023.][added: 2024.]

During 2024, we entered into four cross-currency swaps with a total USD notional value of $875 million to effectively hedge the foreign currency exposure related to certain Euro denominated entities and two cross-currency swaps with a total USD notional value of $165 million to effectively hedge the foreign currency exposure related to certain Japanese Yen denominated entities.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

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

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.

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

As of December 31, 2023, we did not have any outstanding interest rate swap agreements.

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

These capabilities, combined with our extensive [removed: research and data platform,] [added: knowledge platform (research, data, strategy, etc.),] allow us to generate superior outcomes for our clients, which include nearly 90% of Fortune 100 companies in [removed: 2023,] [added: 2024,] and many of the world’s largest institutional real estate investors.

We are committed to deploying our resources and capital across these four dimensions in parts of our business that [removed: have] [added: benefit from] secular tailwinds and/or provide cyclical resilience.

As a result, we have built a [removed: large] [added: larger] and more resilient services offering.

[removed: We serve] [added: As of December 31, 2024, we served] 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.

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

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 [removed: assets.][added: assets, including offices, retail outlets, and critical facilities (including data centers, laboratories, government facilities, manufacturing environments, warehouses and other mission-critical facilities).]

Our client base is comprised of large occupiers and investors [removed: who] [added: that] 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, [removed: property management] [added: valuation] and [removed: valuation)] [added: property management)] and in most key local markets across the world.

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

We also focus on [removed: serving clients] end-to-end [added: client solutions] through the [removed: intentional] bundling of our various services.

[removed: While many of our business lines in this segment are sensitive to changes in macro-economic conditions, their] cyclicality is [removed: partly offset] [added: lessened] by the value investors and occupiers place on our insights and consulting services through cycles as they adjust their real estate portfolios and strategies [removed: 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 [removed: than property sales, mortgage originations and leasing through periods of] [added: across] economic [removed: slowdown.][added: cycles.]

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

We remain committed to growing these resilient business lines further, particularly where [removed: there are clear and] [added: they benefit from] sustained demand tailwinds.

[removed: We serve,] [added: Our GWS Enterprise business] typically [removed: through multi-year contracts,] [added: serves] large global corporations including many [added: of the] Fortune [removed: 500 firms] [added: 500,] through [added: multi-year contracts, while] our GWS [removed: Enterprise] [added: Local] business [removed: as well as] [added: meets the needs of] smaller occupiers with more localized [removed: portfolios through our GWS Local business.][added: portfolios.]

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

We provide these services across virtually all asset [removed: types] [added: types,] including offices, retail outlets, [removed: laboratories,] [added: and critical facilities (including] data centers, [added: laboratories, government facilities,] manufacturing environments, warehouses and [added: other] mission-critical [removed: facilities.][added: facilities).]

We achieve growth by investing in (a) superior talent and processes that deliver [removed: account] [added: service] excellence; (b) capabilities to perform a wide range of [added: in-house] technical services [removed: in-house] that increase [removed: our clients’ real estate] operational efficiency and reliability while [removed: reducing carbon emissions and] lowering [removed: costs;] [added: costs and carbon emissions;] (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 [added: the acquisition of] larger companies such as Norland Managed Services, which marked our entry into the local facilities management [removed: space, and] [added: space;] the Johnson Controls Global Workplace Solutions business, which substantially scaled our core enterprise facilities management [removed: business,] [added: business; J&J Worldwide Services, which markedly increased our facilities-related services to the U.S. federal government; and Direct Line Global, which enhanced our capabilities and participation in the data center management space,] as well as numerous in-fill transactions.

Our project management [removed: business, which encompasses CBRE’s wholly-owned services and those delivered by our majority-owned subsidiary Turner & Townsend,] [added: business] delivers program management, project [removed: management,] [added: management] and cost consultancy services across commercial real estate, infrastructure and natural resources sectors.

[removed: With our] [added: Our] combined [removed: capabilities, we are] [added: capabilities make us] a leading global, full-service building consulting, program, project and cost management provider, [removed: completing] [added: which completed] nearly [removed: 65,000] [added: 50,000] projects/programs [removed: and managing nearly $2.9 trillion] in [removed: capital spend annually.][added: 2024.]

We manage a wide range of programs and projects from small repairs/refurbishments in corporate facilities to [removed: massive] [added: billion-dollar-plus advanced manufacturing plants to sophisticated] infrastructure projects such as [added: data centers,] airports and power stations.

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

Real Estate Investments (REI) is a [removed: large] [added: major] real assets developer, investor and operator.

With [removed: more than $145] [added: $146] billion (as of December 31, [removed: 2023)] [added: 2024)] in assets under management, CBRE Investment Management (IM) is one of the leading investment platforms [removed: in] [added: for] global real assets.

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

[removed: Our primary] [added: We hold a co-investment in many of our] investment [removed: categories include] [added: funds and programs, which span] private direct real estate, private indirect real estate through third-party operators, listed real assets and private infrastructure.

Our real estate development business – Trammell Crow Company (TCC) [removed: in the U.S., U.K., and Continental Europe, and Telford Homes in the U.K. multifamily residential market –] provides leading-edge development services to real estate investors, owners and occupiers.

[removed: TCC has been the largest commercial developer in the U.S. for the last ten years] [added: decade] and has a track record of developing best-in-class buildings across multiple property sectors in top-tier markets [removed: across] [added: in] the U.S. and Europe.

Our portfolio represents a diversified mix of projects that [removed: we] [added: are] either [removed: own] 100% [added: owned] or [added: in which we] participate [removed: economically] [added: financially] via co-investment with strategic capital partners [removed: as well as] [added: or through] fee-based developments, such as built-to-suit projects.

We have a track record of generating high investment returns for [removed: the company and] our capital partners and [added: the company and] our conservative, risk-mitigated capital structures enable us to time asset dispositions when market circumstances are most favorable.

We drive growth in this segment by: (a) [removed: enabling REI’s] [added: providing IM and TCC] real-time access to the broader CBRE global brand, [removed: boots-on-the-ground] [added: on-the-ground] market intelligence, [removed: and IM’s and TCC’s] [added: supplemented by their] own investments in [removed: research/data that enable] [added: research/data, which enables] them to identify early and invest in secularly favored markets/products with tailwinds; (b) leveraging CBRE’s balance sheet to create opportunities for co-investment alongside our investor clients in our fund vehicles and developments; and (c) [removed: benefiting from the] [added: driving] strong and [removed: continued partnership] [added: ongoing collaboration] between IM and TCC.

We believe the platform – [removed: ranging from research to marketing to data/technology to] [added: particularly our knowledge platform (research, data/technology, strategy, etc.) as well as marketing,] procurement and more – [removed: is] [added: provides] a distinct advantage because of the level of resources and investment that our scale and financial strength allow us to make in these areas.

These opportunities result from [added: the high value our] clients [removed: highly valuing] [added: place on] our scale, depth of expertise, technology and data-led insights, as well as their increasing preference for consolidating the number of service providers, which plays to our advantage in delivering integrated solutions globally.

Our [removed: large] [added: strong] balance sheet enables significant investments in our platform, market-leading talent recruitment and transformational M&A execution.

We have learning & development programs designed to help our professionals succeed and develop future leaders, [removed: including:] [added: including] webinars, live virtual and in-person training, self-paced digital learning, coaching, mentoring and on-the-job learning.

We also reward our people with competitive pay and benefits, foster an engaging and inclusive [removed: workplace,] [added: workplace] and improve productivity through investments in technology, tools and resources.

At December 31, [removed: 2023,] [added: 2024,] we had more than [removed: 130,000] [added: 140,000] employees (including Turner & Townsend employees) [removed: worldwide, of which 34.5% are female and 65.5% are male.][added: worldwide.]

The costs associated with approximately 62% of [removed: our people] [added: CBRE employees (excluding Turner & Townsend employees)] are [removed: fully] reimbursed by clients and are mainly in our [removed: Global Workplace Solutions] [added: GWS] and property management businesses.

At December 31, [removed: 2023,] [added: 2024,] approximately 14% of [removed: our] employees worldwide [added: (excluding Turner & Townsend employees)] were subject to collective bargaining agreements.

Our growth opportunity is enhanced by the large and expanding total addressable market for our services.

Examples of how we have expanded our participation in secularly favored and resilient businesses and enlarged our total addressable market include our investments in the global project management firm, Turner & Townsend, in which we hold a majority ownership interest; the flexible office platform, Industrious, in which we acquired full ownership in January 2025; J&J Worldwide Services, a provider of facilities management and related services to the U.S. federal government; and Direct Line Global, a provider of technical facilities management services to data centers.

In addition, we have increased our focus on geographies, such as Japan, and asset classes, such as industrial, multi-family and data centers, that are positioned for growth.

On January 1, 2025, we combined our project management business with our Turner & Townsend subsidiary and increased our ownership in the combined entity to 70%.

We will publicly report financial results for a fourth business segment, Project Management, beginning in the first quarter of 2025.

We also will establish a new business segment, Building Operations & Experience, in 2025, comprised of enterprise and local facilities management, property management and flexible workplace solutions, including Industrious.

Our four business segments beginning in 2025 will be (1) Advisory Services; (2) Building Operations & Experience; (3) Project Management; and (4) Real Estate Investments.

While many of our business lines in this segment are sensitive to changes in macro-economic conditions, their

In early 2025, we completed our plan to merge our wholly owned CBRE Project Management services business into Turner & Townsend, our majority-owned program and project management subsidiary.

TCC has been the largest commercial developer in the U.S. for more than a

Our in-process portfolio and pipeline totaled over $32 billion (as of December 31, 2024) and spanned all major asset classes.

Our primary focus is to ensure our people meet the needs of our business strategy, providing them with an experience where employees feel valued and supported, and have opportunities for growth and development.

This means not only concentrating on the basics such as onboarding, payroll and benefits, but also responding to the business’ needs such as acquiring talent, growing our employees through learning and development, talent and performance management practices.

We are dedicated to fostering an inclusive culture where everyone feels valued, supported and a sense of belonging, and we are committed to ensuring everyone has an equal opportunity to succeed.

These efforts, led by our Chief People Officer, are embedded across our business.

Our workforce is enriched by individuals from a variety of backgrounds, perspectives, and work and life experiences, and we welcome all applications.

We have measurable sustainability goals to achieve Net Zero GHG emissions by 2040 for corporate operations, buildings managed for clients, real estate development and supply chain, and two near-term 2030 targets to reduce absolute Scope 1 and 2 emissions by 50% and reduce emissions from properties we manage for clients per square foot by 55% from a 2019 baseline.

These targets have been validated by the Science Based Targets initiative (SBTi).

Additional information about our science-based targets and roadmap to reduce emissions can be found in our Climate Transition Strategy at www.cbre.com/corporatesustainability and in our Corporate Responsibility Report, which outlines our approach and progress on a broader range of environmental, social and governance (ESG) issues.

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

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.

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

Our in-process portfolio and pipeline totaled nearly $30 billion (as of December 31, 2023) and spanned industrial, office, multifamily residential, retail, life sciences and healthcare properties.

People are at the center of our business strategy.

*Diversity, Equity & Inclusion (DE&I)*

We are committed to increasing the diversity of our workforce, strengthening an inclusive culture where everyone is valued and supported in achieving their full potential, and investing in the communities where we live and work.

These efforts are led by our Chief Culture Officer, a senior executive level position reporting directly to our Chief Executive Officer, and include collaborating with partners to increase outreach to and help develop diverse talent, organizing internal events to foster belonging and building a diverse talent pool and interview process.

We spent nearly $2 billion with diverse suppliers in 2023, with a goal to lift that annual spend to $3 billion by the end of 2025.

Also, we made significant financial contributions to nonprofit organizations that are helping to improve education and career development opportunities for people in diverse and underrepresented communities.

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

These include a goal to reduce 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 in the CBRE Corporate Responsibility Report.

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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was [removed: $24.2] [added: $27.2] billion based upon the last [added: reported] sales price on [removed: June 30, 2023 on] the New York Stock Exchange of [removed: $80.71] [added: $89.11] for the registrant’s Class A Common Stock.

As of February [removed: 15, 2024,] [added: 11, 2025,] the number of shares of Class A Common Stock outstanding was [removed: 305,695,875.][added: 300,037,482.]

Portions of the proxy statement for the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be held May [removed: 22, 2024] [added: 21, 2025] are incorporated by reference in Part III of this Annual Report on Form 10-K.

| [Item [removed: 1.](#i7046db8b20a24e7199d85eb12bedf1dc_13)] [added: 1.](#i9883772b436344448cace62870900e74_13)] | | | [removed: [Business](#i7046db8b20a24e7199d85eb12bedf1dc_13)] [added: [Business](#i9883772b436344448cace62870900e74_13)] | | | [removed: [1](#i7046db8b20a24e7199d85eb12bedf1dc_13)] [added: [1](#i9883772b436344448cace62870900e74_13)] | | |

| [Item [removed: 1A.](#i7046db8b20a24e7199d85eb12bedf1dc_76)] [added: 1A.](#i9883772b436344448cace62870900e74_55)] | | | [Risk [removed: Factors](#i7046db8b20a24e7199d85eb12bedf1dc_76)] [added: Factors](#i9883772b436344448cace62870900e74_55)] | | | [removed: [8](#i7046db8b20a24e7199d85eb12bedf1dc_76)] [added: [8](#i9883772b436344448cace62870900e74_55)] | | |

| [Item [removed: 1B.](#i7046db8b20a24e7199d85eb12bedf1dc_100)] [added: 1B.](#i9883772b436344448cace62870900e74_79)] | | | [Unresolved Staff [removed: Comments](#i7046db8b20a24e7199d85eb12bedf1dc_100)] [added: Comments](#i9883772b436344448cace62870900e74_79)] | | | [removed: [21](#i7046db8b20a24e7199d85eb12bedf1dc_100)] [added: [22](#i9883772b436344448cace62870900e74_79)] | | |

| [Item [removed: 2.](#i7046db8b20a24e7199d85eb12bedf1dc_103)] [added: 2.](#i9883772b436344448cace62870900e74_85)] | | | [removed: [Properties](#i7046db8b20a24e7199d85eb12bedf1dc_103)] [added: [Properties](#i9883772b436344448cace62870900e74_85)] | | | [removed: [23](#i7046db8b20a24e7199d85eb12bedf1dc_103)] [added: [24](#i9883772b436344448cace62870900e74_85)] | | |

| [Item [removed: 3.](#i7046db8b20a24e7199d85eb12bedf1dc_106)] [added: 3.](#i9883772b436344448cace62870900e74_88)] | | | [Legal [removed: Proceedings](#i7046db8b20a24e7199d85eb12bedf1dc_106)] [added: Proceedings](#i9883772b436344448cace62870900e74_88)] | | | [removed: [24](#i7046db8b20a24e7199d85eb12bedf1dc_106)] [added: [25](#i9883772b436344448cace62870900e74_88)] | | |

| [Item [removed: 4.](#i7046db8b20a24e7199d85eb12bedf1dc_109)] [added: 4.](#i9883772b436344448cace62870900e74_91)] | | | [Mine Safety [removed: Disclosures](#i7046db8b20a24e7199d85eb12bedf1dc_109)] [added: Disclosures](#i9883772b436344448cace62870900e74_91)] | | | [removed: [24](#i7046db8b20a24e7199d85eb12bedf1dc_109)] [added: [25](#i9883772b436344448cace62870900e74_91)] | | |

| [Item [removed: 5.](#i7046db8b20a24e7199d85eb12bedf1dc_115)] [added: 5.](#i9883772b436344448cace62870900e74_97)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7046db8b20a24e7199d85eb12bedf1dc_115)] [added: Securities](#i9883772b436344448cace62870900e74_97)] | | | [removed: [25](#i7046db8b20a24e7199d85eb12bedf1dc_115)] [added: [26](#i9883772b436344448cace62870900e74_97)] | | |

| [Item [removed: 7.](#i7046db8b20a24e7199d85eb12bedf1dc_130)] [added: 7.](#i9883772b436344448cace62870900e74_109)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7046db8b20a24e7199d85eb12bedf1dc_130)] [added: Operations](#i9883772b436344448cace62870900e74_109)] | | | [removed: [28](#i7046db8b20a24e7199d85eb12bedf1dc_130)] [added: [29](#i9883772b436344448cace62870900e74_109)] | | |

| [Item [removed: 7A.](#i7046db8b20a24e7199d85eb12bedf1dc_226)] [added: 7A.](#i9883772b436344448cace62870900e74_193)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7046db8b20a24e7199d85eb12bedf1dc_226)] [added: Risk](#i9883772b436344448cace62870900e74_193)] | | | [removed: [48](#i7046db8b20a24e7199d85eb12bedf1dc_226)] [added: [50](#i9883772b436344448cace62870900e74_193)] | | |

| [Item [removed: 8.](#i7046db8b20a24e7199d85eb12bedf1dc_229)] [added: 8.](#i9883772b436344448cace62870900e74_202)] | | | [Financial Statements and Supplementary [removed: Data](#i7046db8b20a24e7199d85eb12bedf1dc_229)] [added: Data](#i9883772b436344448cace62870900e74_202)] | | | [removed: [50](#i7046db8b20a24e7199d85eb12bedf1dc_229)] [added: [52](#i9883772b436344448cace62870900e74_202)] | | |

| [Item [removed: 9.](#i7046db8b20a24e7199d85eb12bedf1dc_445)] [added: 9.](#i9883772b436344448cace62870900e74_433)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i7046db8b20a24e7199d85eb12bedf1dc_445)] [added: Disclosure](#i9883772b436344448cace62870900e74_433)] | | | [removed: [111](#i7046db8b20a24e7199d85eb12bedf1dc_445)] [added: [115](#i9883772b436344448cace62870900e74_433)] | | |

| [Item [removed: 9A.](#i7046db8b20a24e7199d85eb12bedf1dc_448)] [added: 9A.](#i9883772b436344448cace62870900e74_436)] | | | [Controls and [removed: Procedures](#i7046db8b20a24e7199d85eb12bedf1dc_448)] [added: Procedures](#i9883772b436344448cace62870900e74_436)] | | | [removed: [111](#i7046db8b20a24e7199d85eb12bedf1dc_448)] [added: [115](#i9883772b436344448cace62870900e74_436)] | | |

| [Item [removed: 9B.](#i7046db8b20a24e7199d85eb12bedf1dc_451)] [added: 9B.](#i9883772b436344448cace62870900e74_439)] | | | [Other [removed: Information](#i7046db8b20a24e7199d85eb12bedf1dc_451)] [added: Information](#i9883772b436344448cace62870900e74_439)] | | | [removed: [112](#i7046db8b20a24e7199d85eb12bedf1dc_451)] [added: [116](#i9883772b436344448cace62870900e74_439)] | | |

| [Item [removed: 9C.](#i7046db8b20a24e7199d85eb12bedf1dc_454)] [added: 9C.](#i9883772b436344448cace62870900e74_442)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7046db8b20a24e7199d85eb12bedf1dc_454)] [added: Inspections](#i9883772b436344448cace62870900e74_442)] | | | [removed: [112](#i7046db8b20a24e7199d85eb12bedf1dc_454)] [added: [116](#i9883772b436344448cace62870900e74_442)] | | |

| [Item [removed: 10.](#i7046db8b20a24e7199d85eb12bedf1dc_460)] [added: 10.](#i9883772b436344448cace62870900e74_448)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7046db8b20a24e7199d85eb12bedf1dc_460)] [added: Governance](#i9883772b436344448cace62870900e74_448)] | | | [removed: [113](#i7046db8b20a24e7199d85eb12bedf1dc_460)] [added: [117](#i9883772b436344448cace62870900e74_448)] | | |

| [Item [removed: 11.](#i7046db8b20a24e7199d85eb12bedf1dc_463)] [added: 11.](#i9883772b436344448cace62870900e74_451)] | | | [Executive [removed: Compensation](#i7046db8b20a24e7199d85eb12bedf1dc_463)] [added: Compensation](#i9883772b436344448cace62870900e74_451)] | | | [removed: [113](#i7046db8b20a24e7199d85eb12bedf1dc_463)] [added: [117](#i9883772b436344448cace62870900e74_451)] | | |

| [Item [removed: 12.](#i7046db8b20a24e7199d85eb12bedf1dc_466)] [added: 12.](#i9883772b436344448cace62870900e74_454)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7046db8b20a24e7199d85eb12bedf1dc_466)] [added: Matters](#i9883772b436344448cace62870900e74_454)] | | | [removed: [113](#i7046db8b20a24e7199d85eb12bedf1dc_466)] [added: [117](#i9883772b436344448cace62870900e74_454)] | | |

| [Item [removed: 13.](#i7046db8b20a24e7199d85eb12bedf1dc_469)] [added: 13.](#i9883772b436344448cace62870900e74_457)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7046db8b20a24e7199d85eb12bedf1dc_469)] [added: Independence](#i9883772b436344448cace62870900e74_457)] | | | [removed: [113](#i7046db8b20a24e7199d85eb12bedf1dc_469)] [added: [117](#i9883772b436344448cace62870900e74_457)] | | |

| [Item [removed: 14.](#i7046db8b20a24e7199d85eb12bedf1dc_472)] [added: 14.](#i9883772b436344448cace62870900e74_460)] | | | [Principal Accounting Fees and [removed: Services](#i7046db8b20a24e7199d85eb12bedf1dc_472)] [added: Services](#i9883772b436344448cace62870900e74_460)] | | | [removed: [113](#i7046db8b20a24e7199d85eb12bedf1dc_472)] [added: [117](#i9883772b436344448cace62870900e74_460)] | | |

| [Item [removed: 15.](#i7046db8b20a24e7199d85eb12bedf1dc_478)] [added: 15.](#i9883772b436344448cace62870900e74_466)] | | | [Exhibits and Financial Statement [removed: Schedules](#i7046db8b20a24e7199d85eb12bedf1dc_478)] [added: Schedules](#i9883772b436344448cace62870900e74_466)] | | | [removed: [114](#i7046db8b20a24e7199d85eb12bedf1dc_478)] [added: [118](#i9883772b436344448cace62870900e74_466)] | | |

| [Item [removed: 16.](#i7046db8b20a24e7199d85eb12bedf1dc_481)] [added: 16.](#i9883772b436344448cace62870900e74_469)] | | | [Form 10-K [removed: Summary](#i7046db8b20a24e7199d85eb12bedf1dc_481)] [added: Summary](#i9883772b436344448cace62870900e74_469)] | | | [removed: [114](#i7046db8b20a24e7199d85eb12bedf1dc_481)] [added: [118](#i9883772b436344448cace62870900e74_469)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i7046db8b20a24e7199d85eb12bedf1dc_484)] [added: Accounts](#i9883772b436344448cace62870900e74_472)] | | | | | | [removed: [115](#i7046db8b20a24e7199d85eb12bedf1dc_484)] [added: [119](#i9883772b436344448cace62870900e74_472)] | | |

| 2121 North Pearl Street, Suite 300, Dallas, Texas | | | | | | 75201 | | |

| [PART I](#i9883772b436344448cace62870900e74_10) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#i9883772b436344448cace62870900e74_82) | | | [23](#i9883772b436344448cace62870900e74_82) | | |

| [PART II](#i9883772b436344448cace62870900e74_94) | | | | | | | | |

| [Item 6.](#i9883772b436344448cace62870900e74_106) | | | [\[Reserved\]](#i9883772b436344448cace62870900e74_106) | | | [28](#i9883772b436344448cace62870900e74_106) | | |

| [PART III](#i9883772b436344448cace62870900e74_445) | | | | | | | | |

| [PART IV](#i9883772b436344448cace62870900e74_463) | | | | | | | | |

| [SIGNATURES](#i9883772b436344448cace62870900e74_478) | | | | | | [123](#i9883772b436344448cace62870900e74_478) | | |

| 2100 McKinney Avenue, Suite 1250, Dallas, Texas | | | | | | 75201 | | |

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

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

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

| [Item 6.](#i7046db8b20a24e7199d85eb12bedf1dc_127) | | | [\[Reserved\]](#i7046db8b20a24e7199d85eb12bedf1dc_127) | | | [27](#i7046db8b20a24e7199d85eb12bedf1dc_127) | | |

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

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

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

Protection measures [removed: include] [added: include, but are not limited to,] network firewalls, network intrusion detection and prevention, penetration testing, [added: attack surface management,] vulnerability assessments and remediation processes, threat intelligence, anti-malware and access controls, plus data loss prevention and monitoring.

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

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

Our CISO, in conjunction with other digital & technology leaders, [removed: implement] [added: implements] and [removed: oversee] [added: oversees] processes for the regular monitoring of our information systems.

We have experienced, and may in the future experience, whether directly or through our service providers or other channels, cybersecurity incidents.

While prior incidents have not been material and have not had a material impact on us, future incidents could have a material impact on our business strategy, results of operations or financial condition.

Although our processes are designed to help prevent, detect, respond to and mitigate the impact of such incidents, there is no guarantee that they will be sufficient to prevent or mitigate the risk of a cyberattack or the reputational, operational, legal or financial impacts that may result.

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.

As of December 31, [removed: 2023,] [added: 2024,] we occupied offices, excluding [added: offices occupied by] affiliates, in the following geographical regions:

| Europe, Middle East and Africa (EMEA) | | | [removed: 257] [added: 267] | | | | | | 1 | | | | | | [removed: 258] [added: 268] | | |

(1)Includes [removed: 124] [added: 129] offices of Turner & Townsend, including [removed: 36] [added: 41] in the Americas, [removed: 58] [added: 57] in EMEA, and [removed: 30] [added: 31] offices in APAC regions.

| Americas | | | 274 | | | | | | 1 | | | | | | 275 | | |

| Asia Pacific | | | 165 | | | | | | 1 | | | | | | 166 | | |

| Total | | | 706 | | | | | | 3 | | | | | | 709 | | |

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

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

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

As of February [removed: 15, 2024,] [added: 11, 2025,] there were [removed: 44] [added: 48] stockholders of record of our Class A common stock.

Any future determination to pay cash dividends will be at the discretion of our [removed: board] [added: Board] of [removed: directors] [added: Directors (Board)] and will depend on our financial condition, acquisition or other opportunities to invest capital, results of operations, capital requirements and other factors that the [removed: board of directors] [added: Board] deems relevant.

Open market share repurchase activity during the three months ended December 31, [removed: 2023] [added: 2024] was as follows (dollars in millions, except per share amounts):

[removed: In August 2022,] [added: (1)In November 2024,] our [removed: board of directors] [added: Board] authorized an additional [removed: $2.0] [added: $5.0] billion [removed: under this program,] [added: to our existing $4.0 billion share repurchase program (as amended, the 2024 program)] bringing the total authorized amount under the [removed: 2021] [added: 2024] program to a total of [removed: $4.0 billion.][added: $9.0 billion as of December 31, 2024.]

During the fourth quarter of [removed: 2023,] [added: 2024,] we repurchased an aggregate of [removed: $19.6] [added: $534] million of our common stock under the [removed: 2021] [added: 2024] program.

The remaining [removed: $1.5] [added: $5.8] billion in the table represents the amount available to repurchase shares under the [removed: 2021] [added: 2024] program as of December 31, [removed: 2023.][added: 2024.]

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

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, [removed: 2018] [added: 2019] and tracks it through December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

(1)$100 invested on December 31, [removed: 2018] [added: 2019] in stock or index-including reinvestment of dividends.

(2)Copyright© [removed: 2024] [added: 2025] Standard & Poor’s, a division of S&P Global.

| October 1, 2024 - October 31, 2024 | | | 21,324 | | | $ | 119.48 | | 21,324 | | | | | | | | |

| November 1, 2024 - November 30, 2024 | | | 2,301,758 | | | 134.80 | | | 2,301,758 | | | | | | | | |

| December 1, 2024 - December 31, 2024 | | | 1,665,592 | | | 132.61 | | | 1,665,592 | | | | | | | | |

| | | | 3,988,674 | | | $ | 133.81 | | 3,988,674 | | | | | | $ | 5,822 | |

The Board also extended the term of the 2024 program through December 31, 2029.

| | | | 12/31/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | | 12/24 | | |

| CBRE Group, Inc. | | | $ | 100.00 | | $ | 102.33 | | $ | 177.04 | | $ | 125.57 | | $ | 151.88 | | $ | 214.21 | |

| S&P 500 | | | 100.00 | | | 118.40 | | | 152.39 | | | 124.79 | | | 157.59 | | | 197.02 | | |

| Peer Group | | | 100.00 | | | 85.50 | | | 140.81 | | | 89.11 | | | 104.84 | | | 121.11 | | |

| 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 | |

(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 2021 program).

| | | | 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 | | |

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#i7046db8b20a24e7199d85eb12bedf1dc_232)] [added: Statements](#i9883772b436344448cace62870900e74_205)] [(KPMG LLP, Los Angeles, CA, Auditor Firm [removed: ID:](#i7046db8b20a24e7199d85eb12bedf1dc_232) 185[)](#i7046db8b20a24e7199d85eb12bedf1dc_232)] [added: ID:](#i9883772b436344448cace62870900e74_205) 185[)](#i9883772b436344448cace62870900e74_205)] | | | [removed: [51](#i7046db8b20a24e7199d85eb12bedf1dc_232)] [added: [53](#i9883772b436344448cace62870900e74_205)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i7046db8b20a24e7199d85eb12bedf1dc_235)] [added: Reporting](#i9883772b436344448cace62870900e74_208)] | | | [removed: [54](#i7046db8b20a24e7199d85eb12bedf1dc_235)] [added: [55](#i9883772b436344448cace62870900e74_208)] | | |

| [Consolidated Balance Sheets [removed: at](#i7046db8b20a24e7199d85eb12bedf1dc_238)] [added: at](#i9883772b436344448cace62870900e74_211)] December 31, [added: 2024 [and](#i9883772b436344448cace62870900e74_211)] 2023 [removed: [and](#i7046db8b20a24e7199d85eb12bedf1dc_238) 2022] | | | [removed: [55](#i7046db8b20a24e7199d85eb12bedf1dc_238)] [added: [57](#i9883772b436344448cace62870900e74_211)] | | |

| [Consolidated Statements of Operations for the years [removed: ended](#i7046db8b20a24e7199d85eb12bedf1dc_241)] [added: ended](#i9883772b436344448cace62870900e74_214)] December 31, [removed: 2023[,](#i7046db8b20a24e7199d85eb12bedf1dc_241)] [added: 2024[,](#i9883772b436344448cace62870900e74_214) 2023 [and](#i9883772b436344448cace62870900e74_214)] 2022 [removed: [and](#i7046db8b20a24e7199d85eb12bedf1dc_241) 2021] | | | [removed: [56](#i7046db8b20a24e7199d85eb12bedf1dc_241)] [added: [58](#i9883772b436344448cace62870900e74_214)] | | |

| [Consolidated Statements of Comprehensive Income for the years [removed: ended](#i7046db8b20a24e7199d85eb12bedf1dc_244)] [added: ended](#i9883772b436344448cace62870900e74_217)] December 31, [removed: 2023[,](#i7046db8b20a24e7199d85eb12bedf1dc_244)] [added: 2024[,](#i9883772b436344448cace62870900e74_217) 2023 [and](#i9883772b436344448cace62870900e74_217)] 2022 [removed: [and](#i7046db8b20a24e7199d85eb12bedf1dc_244) 2021] | | | [removed: [57](#i7046db8b20a24e7199d85eb12bedf1dc_244)] [added: [59](#i9883772b436344448cace62870900e74_217)] | | |

| [Consolidated Statements of Cash Flows for the years [removed: ended](#i7046db8b20a24e7199d85eb12bedf1dc_247)] [added: ended](#i9883772b436344448cace62870900e74_220)] December 31, [removed: 2023[,](#i7046db8b20a24e7199d85eb12bedf1dc_247)] [added: 2024[,](#i9883772b436344448cace62870900e74_220) 2023 [and](#i9883772b436344448cace62870900e74_220)] 2022 [removed: [and](#i7046db8b20a24e7199d85eb12bedf1dc_247) 2021] | | | [removed: [58](#i7046db8b20a24e7199d85eb12bedf1dc_247)] [added: [60](#i9883772b436344448cace62870900e74_220)] | | |

| [Consolidated Statements of Equity for the years [removed: ended](#i7046db8b20a24e7199d85eb12bedf1dc_250)] [added: ended](#i9883772b436344448cace62870900e74_1099511630935)] December 31, [removed: 2023[,](#i7046db8b20a24e7199d85eb12bedf1dc_250)] [added: 2024, 2023 and] 2022 [removed: [and](#i7046db8b20a24e7199d85eb12bedf1dc_250) 2021] | | | [removed: [60](#i7046db8b20a24e7199d85eb12bedf1dc_250)] [added: [61](#i9883772b436344448cace62870900e74_1099511630935)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i7046db8b20a24e7199d85eb12bedf1dc_253) | | | [62](#i7046db8b20a24e7199d85eb12bedf1dc_253) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)]

| [Schedule II -Valuation and Qualifying [removed: Accounts](#i7046db8b20a24e7199d85eb12bedf1dc_484)] [added: Accounts](#i9883772b436344448cace62870900e74_472)] | | | [removed: [115](#i7046db8b20a24e7199d85eb12bedf1dc_484)] [added: [119](#i9883772b436344448cace62870900e74_472)] | | |

We have audited the accompanying consolidated balance sheets of CBRE Group, Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 20, 2024] [added: 14, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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

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

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

[removed: *Evaluation of estimated liability for] [added: (1)See Note 22 –] Telford [removed: fire safety remediation*][added: Fire Safety Remediation for additional information.]

On March 16, 2023, Telford Homes entered into a legally binding agreement with the U.K. government, under which Telford Homes will (1) take responsibility for performing or funding 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 [added: (in-scope buildings)] 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.

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of [removed: $413.5] [added: $347] million as of December 31, [removed: 2023.][added: 2024.]

The first step is to evaluate the tax position for recognition by determining if the available evidence indicates [removed: there] [added: it] is more [added: likely] than [removed: a 50% likelihood] [added: not] that the position will be sustained upon examination, including resolution of related appeals or litigation processes.

- Obtaining [removed: an] [added: and] understanding of the Company’s tax planning strategies including [removed: changes in] [added: change sin] legal entity structures and intercompany financing arrangements,

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

We have audited CBRE Group, Inc. and [removed: subsidiaries'] [added: subsidiaries’] (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, cash [removed: flows] [added: flows,] and equity for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February [removed: 20, 2024] [added: 14, 2025] expressed an unqualified opinion on those consolidated financial statements.

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 1,265] [added: 1,114] | | | | | $ | [removed: 1,318] [added: 1,265] | |

| Restricted cash | | | [removed: 106] [added: 107] | | | | | | [removed: 87] [added: 106] | | |

| Receivables, less allowance for doubtful accounts of [removed: $102.0] [added: $101] and [removed: $92.4] [added: $102] at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 6,370] [added: 7,005] | | | | | | [removed: 5,327] [added: 6,370] | | |

| Warehouse receivables | | | [removed: 675] [added: 561] | | | | | | [removed: 455] [added: 675] | | |

| Contract assets | | | [removed: 443] [added: 400] | | | | | | [removed: 392] [added: 443] | | |

| Prepaid expenses | | | [removed: 333] [added: 332] | | | | | | [removed: 311] [added: 333] | | |

| Income taxes receivable | | | [removed: 159] [added: 130] | | | | | | [removed: 82] [added: 159] | | |

| Other current assets | | | [removed: 315] [added: 321] | | | | | | [removed: 557] [added: 315] | | |

| Total Current Assets | | | [removed: 9,666] [added: 9,970] | | | | | | [removed: 8,529] [added: 9,666] | | |

| Property and equipment, net of accumulated depreciation and amortization of [removed: $1,576.1] [added: $1,795] and [removed: $1,386.3] [added: $1,576] at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 907] [added: 914] | | | | | | [removed: 836] [added: 907] | | |

| Goodwill | | | [removed: 5,129] [added: 5,621] | | | | | | [removed: 4,868] [added: 5,129] | | |

| Other intangible assets, net of accumulated amortization of [removed: $2,178.9] [added: $2,494] and [removed: $1,915.7] [added: $2,179] at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 2,081] [added: 2,298] | | | | | | [removed: 2,193] [added: 2,081] | | |

| Operating lease assets | | | [removed: 1,030] [added: 1,198] | | | | | | [removed: 1,033] [added: 1,030] | | |

| Investments in unconsolidated subsidiaries (with [removed: $997.3] [added: $890] and [removed: $973.6] [added: $997] at fair value at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively) | | | [removed: 1,374] [added: 1,295] | | | | | | [removed: 1,318] [added: 1,374] | | |

| Non-current contract assets | | | [removed: 75] [added: 89] | | | | | | [removed: 137] [added: 75] | | |

| [Notes to Consolidated Financial Statements](#i9883772b436344448cace62870900e74_226) | | | [62](#i9883772b436344448cace62870900e74_226) | | |

Chicago, Illinois

February 14, 2025

The Company acquired J&J Worldwide Services during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, J&J Worldwide Services’ internal control over financial reporting associated with four percent of total assets and one percent of total revenue included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of J&J Worldwide Services.

Chicago, Illinois

February 14, 2025

| | | | 2024 | | | | | | 2023 | | |

| Gain on disposition of real estate | | | 142 | | | | | | 27 | | | | | | 244 | | |

| Net income | | | $ | 1,036 | | | | | $ | 1,027 | | | | | $ | 1,424 | |

| Depreciation and amortization | | | 674 | | | | | | 622 | | | | | | 613 | | |

| Asset impairments | | | — | | | | | | — | | | | | | 59 | | |

| Other non-cash adjustments to net income | | | 8 | | | | | | (18) | | | | | | 55 | | |

| Proceeds from commercial paper | | | 175 | | | | | | — | | | | | | — | | |

(1)Income tax payments in 2024 includes $37 million for the purchase of third-party transferable tax credits.

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

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

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 968 | | | | | | — | | | | | | — | | | | | | 68 | | | | | | 1,036 | | |

| Repurchase of common stock | | | (5,110,624) | | | | | | — | | | | | | (55) | | | | | | (589) | | | | | | — | | | | | | — | | | | | | — | | | | | | (644) | | |

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

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

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

| Deconsolidation of investments | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (24) | | | | | | (24) | | |

| Balance at December 31, 2024 | | | 302,052,229 | | | | | | $ | 3 | | | | | $ | — | | | | | $ | 9,567 | | | | | $ | (113) | | | | | $ | (1,046) | | | | | $ | 781 | | | | | $ | 9,192 | |

| | | | 2024 | | | | | | 2023 | | |

| Real estate under development | | | 505 | | | | | | 300 | | |

See Note 9 – Goodwill and Other Intangible Assets for more information.

After the commencement date, any modifications to the leasing arrangement are assessed and the ROU asset and lease liability are remeasured to recognize modifications to the lease term, leased asset, or lease payments.

Contract costs that are recognized as assets are reviewed for impairment when events and changes in circumstances indicate that their carrying amounts may not be recoverable.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

We perform quarterly procedures to identify triggering events.

For derivatives designated as net investment hedges, the gain or loss on the derivative is reported in accumulated other comprehensive income as part of the cumulative translation adjustment.

Amounts are reclassified out of accumulated other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated.

Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and whether we have elected to apply hedge accounting in a qualified hedging relationship.

Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.

We use fixed to fixed and float to float cross-currency swaps to hedge our exposure to changes in foreign exchange rates on certain foreign investments as well as a foreign currency denominated term loan (see Note 11 – Long-Term Debt and Short-Term Borrowings for additional information on the term loan).

As of December 31, 2024, we had seven outstanding cross-currency swaps with a total fair value of $43 million included in other assets to hedge our exposure to changes in foreign exchange rates from a foreign currency denominated term loan and investments in foreign subsidiaries.

| | | | | | |

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

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

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

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

The Company has recorded a $192.1 million estimated liability related to the legally binding agreement as of December 31, 2023, of which $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 legally binding agreement (Additional Costs) as a critical audit matter.

Due to the nature of the 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.

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

- We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fire safety provision process, including estimates related to which buildings are subject to the Additional Costs and remediation cost for those buildings,

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

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

- We obtained the Company’s estimation of the 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.

Los Angeles, California

February 20, 2024

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

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

| Commitments and contingencies | | | — | | | | | | — | | |

The accompanying notes are an integral part of these consolidated financial statements.

| Pension liability adjustments, net of $0.7, $5.2 and $8.3 income tax expense for the years ended December 31, 2023, 2022 and 2021, respectively | | | 2 | | | | | | (15) | | | | | | 35 | | |

| Other, net of $3.8 income tax benefit and $1.0 and $0.7 income tax expense for the years ended December 31, 2023, 2022 and 2021, respectively | | | (18) | | | | | | (6) | | | | | | 3 | | |

| Net realized and unrealized (gains) losses, primarily from investments | | | (6) | | | | | | 30 | | | | | | (42) | | |

| Provision for doubtful accounts | | | 16 | | | | | | 17 | | | | | | 24 | | |

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

| Tenant concessions received | | | 12 | | | | | | 12 | | | | | | 31 | | |

| Investment in VTS | | | — | | | | | | (101) | | | | | | — | | |

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

| Proceeds from sale of marketable securities - special purpose acquisition company trust account | | | — | | | | | | — | | | | | | 213 | | |

| Proceeds from notes payable on real estate | | | 76 | | | | | | 39 | | | | | | 78 | | |

| Repayment of notes payable on real estate | | | (43) | | | | | | (28) | | | | | | (109) | | |

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

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

| Investment in alignment shares and private placement warrants of Altus Power, Inc. | | | — | | | | | | — | | | | | | 142 | | |

| Reduction in redeemable non-controlling interest - special purpose acquisition company | | | — | | | | | | — | | | | | | 212 | | |

| Reduction of trust account - special purpose acquisition company | | | — | | | | | | — | | | | | | 190 | | |

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

| CONSOLIDATED STATEMENTS OF EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Dollars in millions, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Shares | | | | | | Class A common stock | | | | | | Additional paid-in capital | | | | | | Accumulated earnings | | | | | | Minimum pension liability | | | | | | Foreign currency translation and other | | | | | | Non- controlling interests | | | | | | Total | | |

| Balance at December 31, 2020 | | | 335,561,345 | | | | | | $ | 3 | | | | | $ | 1,075 | | | | | $ | 6,530 | | | | | $ | (139) | | | | | $ | (391) | | | | | $ | 42 | | | | | $ | 7,120 | |

The company’s management, with participation of the CEO and CFO, under the oversight of our [removed: Board of Directors,] [added: Board,] evaluated the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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](#i7046db8b20a24e7199d85eb12bedf1dc_235)4.][added: [55](#i9883772b436344448cace62870900e74_208).]

Our Chief Executive Officer and Chief Financial Officer [removed: (“certifying officers”)] [added: (certifying officers)] have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act) as of December 31, [removed: 2023.][added: 2024.]

Based on this evaluation, our certifying officers concluded that our disclosure controls and procedures are effective as of December 31, [removed: 2023.][added: 2024.]

Our Disclosure Committee consists of our [removed: General Counsel,] [added: Chief Legal & Administrative Officer,] our Chief Accounting Officer, [removed: our Senior Officers of significant business lines] and other select employees.

[removed: There] [added: Other than the foregoing, there] have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our evaluation of internal control over financial reporting did not include the internal control over financial reporting of J&J Worldwide Services (J&J), which we acquired in the first quarter of 2024.

The percentage of total assets and revenue attributable to the acquired J&J Worldwide Services (J&J) included in our consolidated financial statements as of and for the year ended December 31, 2024 was approximately 4% and 1%, respectively.

As described above, in the first quarter of 2024, we acquired J&J.

As part of our ongoing integration activities, we continue to implement our controls and procedures over J&J to reflect the risks inherent in our acquisition.

Throughout the integration process, we monitor these efforts and take corrective action as needed to reinforce the application of our controls and procedures.

During the three months ended December 31, 2024, our Chief Legal & Administrative Officer, Chad Doellinger, entered into a Rule 10b5-1 Trading Plan (the Trading Plan) to sell shares of the company’s Class A common stock.

The Trading Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The table below provides certain information regarding Mr. Doellinger’s Trading Plan.

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

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

| Name | | | Plan Adoption Date | | | Maximum Number of Shares that May Be Sold Under the Plan | | | Plan Expiration Date | | |

| Chad Doellinger | | | 10/28/2024 | | | 2,769 | | | May 15, 2026 | | |

Trading under the Trading Plan may commence no sooner than March 11, 2025 and will end on the earlier of the applicable date set forth above and the date on which all the shares in the Trading Plan are sold.

Mr. Doellinger’s Trading Plan was adopted during an authorized trading period and when he was not in possession of material non-public information.

The transactions under Mr. Doellinger’s Trading Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

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”.

The information under the headings “Elect Directors,” “Corporate Governance,” “Executive Management” and “Stock Ownership” in the definitive proxy statement for our [removed: 2024] [added: 2025] 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, [removed: 2023.][added: 2024.]

The information contained under the headings “Corporate Governance,” “Compensation Discussion and Analysis” and “Executive Compensation” in the definitive proxy statement for our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Stockholders is incorporated herein by reference.

The following table summarizes information about our equity compensation plans as of December 31, [removed: 2023.][added: 2024.]

| Equity compensation plans approved by security holders (1) | | | [removed: 9,466,626] [added: 5,933,831] | | | | | | $ | — | | | | | [removed: 9,040,592] [added: 9,014,472] | | |

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

[removed: *◦*5,491,187] [added: *◦*3,159,985] 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: *◦*3,975,439] [added: *◦*2,773,846] RSUs that are time vesting in nature.

| Total | | | 5,933,831 | | | | | | $ | — | | | | | 9,014,472 | | |

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

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

We cannot issue any further awards under 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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Stockholders is incorporated herein by reference.

See [Index to Consolidated Financial Statements and Financial Statement [removed: Schedules](#i7046db8b20a24e7199d85eb12bedf1dc_229)] [added: Schedules](#i9883772b436344448cace62870900e74_202)] located on page [removed: 50] [added: [52](#i9883772b436344448cace62870900e74_202)] of this report.

See [Schedule [removed: II](#i7046db8b20a24e7199d85eb12bedf1dc_484)] [added: II](#i9883772b436344448cace62870900e74_472)] located on page [removed: [1](#i7046db8b20a24e7199d85eb12bedf1dc_484)[1](#i7046db8b20a24e7199d85eb12bedf1dc_484)5] [added: [119](#i9883772b436344448cace62870900e74_472)] of this report.

See [Exhibit [removed: Index](#i7046db8b20a24e7199d85eb12bedf1dc_487)] [added: Index](#i9883772b436344448cace62870900e74_475)] located on page [removed: [1](#i7046db8b20a24e7199d85eb12bedf1dc_487)[1](#i7046db8b20a24e7199d85eb12bedf1dc_487)[6](#i7046db8b20a24e7199d85eb12bedf1dc_487)] [added: [120](#i9883772b436344448cace62870900e74_475)] of this report.

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

| Additions: Charges to expense | | | [removed: 18] [added: 26] | | |