Item 1. Financial Statements

121K characters. Original on sec.gov · Markdown

Item 1. Financial Statements

CBRE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in millions, except share data)


	March 31, 2025		December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	1,382	$	1,114
Restricted cash	131		107
Receivables, less allowance for doubtful accounts of $108 and $101 at March 31, 2025 and December 31, 2024, respectively	6,753		7,005
Warehouse receivables	1,192		561
Contract assets	411		400
Prepaid expenses	332		332
Income taxes receivable	103		130
Other current assets	527		321
Total Current Assets	10,831		9,970
Property and equipment, net of accumulated depreciation and amortization of $1,904 and $1,795 at March 31, 2025 and December 31, 2024, respectively	950		914
Goodwill	6,260		5,621
Other intangible assets, net of accumulated amortization of $2,601 and $2,494 at March 31, 2025 and December 31, 2024, respectively	2,497		2,298
Operating lease assets	1,881		1,198
Investments in unconsolidated subsidiaries (with $565 and $890 at fair value at March 31, 2025 and December 31, 2024, respectively)	982		1,295
Non-current contract assets	92		89
Real estate under development	371		505
Non-current income taxes receivable	80		75
Deferred tax assets, net	556		538
Other assets, net	1,866		1,880
Total Assets	$	26,366	$	24,383
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	3,939	$	4,102
Compensation and employee benefits payable	1,357		1,419
Accrued bonus and profit sharing	942		1,695
Operating lease liabilities	274		200
Contract liabilities	403		375
Income taxes payable	111		209
Warehouse lines of credit (which fund loans that U.S. Government Sponsored Enterprises have committed to purchase)	1,178		552
Revolving credit facility	—		132
Other short-term borrowings	1,598		222
Current maturities of long-term debt	666		36
Other current liabilities	400		345
Total Current Liabilities	10,868		9,287
Long-term debt, net of current maturities	3,207		3,245
Non-current operating lease liabilities	1,940		1,307

Non-current tax liabilities	167		160
Deferred tax liabilities, net	245		247
Other liabilities	935		945
Total Liabilities	17,362		15,191
Mezzanine Equity:
Redeemable non-controlling interests in consolidated entities	371		—
Equity:
CBRE Group, Inc. Stockholders’ Equity:
Class A common stock; $0.01 par value; 525,000,000 shares authorized; 299,584,021 and 302,052,229 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	3		3
Additional paid-in capital	—		—
Accumulated earnings	9,386		9,567
Accumulated other comprehensive loss	(1,107)		(1,159)
Total CBRE Group, Inc. Stockholders’ Equity	8,282		8,411
Non-controlling interests	351		781
Total Equity	8,633		9,192
Total Liabilities and Equity	$	26,366	$	24,383

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

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in millions, except share and per share data)


	Three Months Ended March 31,
	2025		2024
Revenue	$	8,910	$	7,935
Costs and expenses:
Cost of revenue	7,265		6,475
Operating, administrative and other	1,192		1,111
Depreciation and amortization	177		158

Total costs and expenses	8,634		7,744
Gain on disposition of real estate	—		13
Operating income	276		204
Equity income (loss) from unconsolidated subsidiaries	16		(58)
Other income	1		9
Interest expense, net of interest income	50		36

Income before provision for (benefit from) income taxes	243		119
Provision for (benefit from) income taxes	52		(29)
Net income	191		148
Less: Net income attributable to non-controlling interests	28		22
Net income attributable to CBRE Group, Inc.	$	163	$	126
Basic income per share:
Net income per share attributable to CBRE Group, Inc.	$	0.54	$	0.41
Weighted average shares outstanding for basic income per share	300,288,602		305,808,212
Diluted income per share:
Net income per share attributable to CBRE Group, Inc.	$	0.54	$	0.41
Weighted average shares outstanding for diluted income per share	302,914,671		308,502,456

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

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in millions)


	Three Months Ended March 31,
	2025		2024
Net income	$	191	$	148
Other comprehensive income (loss):
Foreign currency translation gain (loss)	17		(88)


Other, net of tax	12		—
Total other comprehensive income (loss)	29		(88)
Comprehensive income	220		60
Less: Comprehensive income attributable to non-controlling interests	40		15
Comprehensive income attributable to CBRE Group, Inc.	$	180	$	45

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

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in millions)


	Three Months Ended March 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	191	$	148
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	177		158
Amortization of other assets	48		47
Gains related to mortgage servicing rights, premiums on loan sales and sales of other assets	(33)		(29)
Increase in net deferred income taxes assets and liabilities	(3)		(51)
Net compensation expense for equity awards	21		30
Equity (income) loss from unconsolidated subsidiaries	(16)		58

Other non-cash adjustments to net income	8		(14)
Proceeds from sale of mortgage loans	1,976		2,054
Origination of mortgage loans	(2,599)		(2,216)
Increase in warehouse lines of credit	626		173
Decrease in receivables, prepaid expenses and other assets (including contract and lease assets)	207		197
Decrease in accounts payable and accrued expenses and other liabilities (including contract and lease liabilities)	(241)		(211)
Decrease in compensation and employee benefits payable and accrued bonus and profit sharing	(859)		(824)
Decrease in net income taxes receivable/payable	(76)		(43)
Other operating activities, net	27		31
Net cash used in operating activities	(546)		(492)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(64)		(68)
Acquisition of businesses, including net assets acquired and goodwill, net of cash acquired	(303)		(783)
Contributions to unconsolidated subsidiaries	(51)		(28)
Acquisition and development of real estate assets	(66)		(59)
Other investing activities, net	22		38
Net cash used in investing activities	(462)		(900)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility	—		1,070
Repayment of revolving credit facility	(132)		(250)
Proceeds from commercial paper	1,421		—
Proceeds from senior term loans	585		—
Repayment of senior term loans	(33)		—
Proceeds from issuance of senior notes	—		495
Repurchase of common stock	(418)		—
Other financing activities, net	(167)		(123)
Net cash provided by financing activities	1,256		1,192
Effect of currency exchange rate changes on cash and cash equivalents and restricted cash	44		(44)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	292		(244)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT BEGINNING OF PERIOD	1,221		1,371
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF PERIOD	$	1,513	$	1,127
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	102	$	100
Income tax payments, net	$	131	$	90
Non-cash investing and financing activities:
Deferred and/or contingent consideration	$	27	$	11

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

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(Dollars in millions)


	CBRE Group, Inc. Stockholders’
	Class A common stock		Additional paid-in capital		Accumulated earnings		Accumulated other comprehensive loss		Non- controlling interests		Total		Redeemable Non-controlling interests
Balance at December 31, 2024	$	3	$	—	$	9,567	$	(1,159)	$	781	$	9,192	$	—
Net income	—		—		163		—		23		186		5
Compensation expense for equity awards	—		21		—		—		—		21		—
Units repurchased for payment of taxes on equity awards	—		(36)		—		—		—		(36)		—
Repurchase of common stock	—		(82)		(326)		—		—		(408)		—
Foreign currency translation gain	—		—		—		5		12		17		—




Acquisition of non-controlling interests	—		80		—		35		(465)		(350)		348
Other	—		17		(18)		12		—		11		18
Balance at March 31, 2025	$	3	$	—	$	9,386	$	(1,107)	$	351	$	8,633	$	371


	CBRE Group, Inc. Stockholders’
	Class A common stock		Additional paid-in capital		Accumulated earnings		Accumulated other comprehensive loss		Non- controlling interests		Total
Balance at December 31, 2023	$	3	$	—	$	9,188	$	(924)	$	800	$	9,067
Net income	—		—		126		—		22		148
Compensation expense for equity awards	—		30		—		—		—		30
Units repurchased for payment of taxes on equity awards	—		(46)		(51)		—		—		(97)

Foreign currency translation loss	—		—		—		(81)		(7)		(88)


Contributions from non-controlling interests	—		—		—		—		1		1

Acquisition of non-controlling interests	—		—		—		—		22		22
Other	—		16		—		—		—		16
Balance at March 31, 2024	$	3	$	—	$	9,263	$	(1,005)	$	838	$	9,099

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

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Readers of this Quarterly Report on Form 10-Q (Quarterly Report) should refer to the audited financial statements and notes to consolidated financial statements of CBRE Group, Inc., a Delaware corporation (which may be referred to in these financial statements as “CBRE,” “the company,” “we,” “us” and “our”), for the year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K (2024 Annual Report), filed with the United States Securities and Exchange Commission (SEC) and also available on our website (www.cbre.com), since we have omitted from this Quarterly Report certain footnote disclosures which would substantially duplicate those contained in such audited financial statements. You should also refer to Note 2 – Significant Accounting Policies, in the notes to consolidated financial statements in our 202 4 Annual Report for further discussion of our significant accounting policies and estimates.

Financial Statement Preparation

The accompanying consolidated financial statements have been prepared in accordance with the rules applicable to quarterly reports on Form 10-Q and include all information and footnotes required for interim financial statement presentation, but do not include all disclosures required under accounting principles generally accepted in the United States (U.S.), or General Accepted Accounting Principles (GAAP), for annual financial statements. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S., which require management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts reported in our consolidated financial statements and accompanying notes and are based on our best judgment. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including consideration of the current economic environment, and adjust such estimates and assumptions when facts and circumstances dictate. Actual results may differ from these estimates and assumptions.

Certain prior year amounts have been reclassified to conform to the fiscal 2025 presentation.

2. New Accounting Pronouncements

Recent Accounting Pronouncements Pending Adoption

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures.” This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid and will be effective for annual periods beginning after December 15, 2024. The new requirements should be applied on a prospective basis with an option to apply them retrospectively. Early adoption is permitted. We are evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. These requirements should be applied on a prospective basis with an option to apply them retrospectively. We are evaluating the impact that ASU 2024-03 will have on our consolidated financial statement disclosures.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. Acquisitions

Industrious

On January 16, 2025, we acquired the remaining 60% ownership interest in Industrious National Management Company LLC (Industrious), a leading provider of flexible workplace solutions, increasing our ownership to 100%. Industrious forms part of our Building Operations & Experience (BOE) segment.

The Industrious acquisition was treated as a business combination under FASB Accounting Standards Codification (ASC) Topic 805, “Business Combinations,” and was accounted for using the acquisition method of accounting. We financed the acquisition with (i) borrowings under our existing commercial paper program; and (ii) cash on hand.

The following summarizes the consideration transferred at closing for the Industrious acquisition (dollars in millions):


Cash consideration	$	369
Fair value of existing equity method investment in Industrious	373
Forgiveness of note receivable	50

Other	51
Total consideration	$	843

The following represents the summary of the excess purchase price over the fair value of net assets acquired (dollars in millions):


Purchase price	$	843
Less: Estimated fair value of net assets acquired	269
Excess purchase price over estimated fair value of net assets acquired	$	574

The preliminary purchase accounting adjustments related to the Industrious acquisition have been recorded in the accompanying consolidated financial statements. The excess purchase price over the fair value of net assets acquired has been recorded to goodwill. The goodwill arising from the Industrious acquisition consists largely of the synergies and opportunities related to the flexible workplace solutions space. Of the goodwill generated, approximately $395 million is deductible for tax purposes.

The acquired assets and assumed liabilities of Industrious were recorded at their estimated fair values. The preliminary purchase price allocation for the business combination is primarily for intangible assets acquired, and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined. Any such adjustments may be material.

The following table summarizes the preliminary fair values assigned to the identified assets acquired and liabilities assumed at the acquisition date on January 16, 2025 (dollars in millions):


Assets Acquired:
Current assets	$	96
Property, plant & equipment	42
Intangible assets	247
Goodwill	574
Right-of-use and other assets	689
Total assets acquired	1,648
Liabilities Assumed:
Current liabilities	122
Operating lease and other liabilities	683
Total liabilities assumed	805
Estimated Fair Value of Net Assets Acquired	$	843

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

In connection with the Industrious acquisition, below is a summary of the value allocated to the intangible assets acquired (dollars in millions):



Asset Class	Amortization Period	Amount Assigned at Acquisition Date
Customer relationships	7 years	$	90
Tradenames	11-13 years	137
Management agreements	10 years	20
Total identified intangible assets		$	247

The fair value of customer relationships and management agreements was determined using the Multi-Period Excess Earnings Method (MPEEM), a form of the Income Approach. The MPEEM is a specific application of the Discounted Cash Flow Method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the incremental cash flows attributable only to the subject intangible asset. This estimation used certain unobservable key inputs such as timing of projected cash flows, growth rates, expected contract renewal probabilities, discount rates, and the assessment of useful life.

The fair value of the tradenames was determined by using the Relief-from-Royalty Method, a form of the Income Approach, and relied on key unobservable inputs such as timing of the projected cash flows, growth rates, and royalty rates. The basic tenet of the Relief-from-Royalty Method is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments.

Supplemental pro forma information reflecting the impact of the Industrious acquisition is not provided as the acquisition did not have a material effect on the Company’s results of operations.

Turner & Townsend

In early January 2025, we completed the combination of our project management business with our Turner & Townsend subsidiary, whereby we contributed CBRE’s project management businesses in exchange for an additional 10% ownership interest in the combined project management business (the “Combined Project Management Business”). Upon completion of the transaction, CBRE holds a 70% controlling interest in the Combined Project Management Business.

As part of the combination agreement, CBRE granted to the Turner & Townsend partners an option to require CBRE to purchase additional shares in the Combined Project Management Business, which is exercisable during the period between January 1, 2027 and March 31, 2030 (the “Put Option”). The price payable to the Turner & Townsend Partners will be the fair value of the shares at the date the Put Option is exercised. As exercise of the Put Option is not solely in the control of the company, the interest in the Combined Project Management Business related to the Put Options has been classified as Mezzanine equity on our balance sheet per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials.” The shares in the Combined Project Management Business subject to the Put Option were valued at $371 million as of March 31, 2025 and was estimated based on discounted forecasted cash flows for the business. We have elected to recognize changes in the redemption value as they occur by adjusting the amount of the redeemable shares to their redemption value at the end of each period.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Warehouse Receivables & Warehouse Lines of Credit

Our wholly-owned subsidiary CBRE Capital Markets, Inc. (CBRE Capital Markets) is a Federal Home Loan Mortgage Corporation (Freddie Mac) approved Multifamily Program Plus Seller/Servicer and an approved Federal National Mortgage Association (Fannie Mae) Aggregation and Negotiated Transaction Seller/Servicer. In addition, CBRE Capital Markets’ wholly-owned subsidiary CBRE Multifamily Capital, Inc. (CBRE MCI) is an approved Fannie Mae Delegated Underwriting and Servicing (DUS) Seller/Servicer and CBRE Capital Markets’ wholly-owned subsidiary CBRE HMF, Inc. (CBRE HMF) is a U.S. Department of Housing and Urban Development (HUD) approved Non-Supervised Federal Housing Authority (FHA) Title II Mortgagee, an approved Multifamily Accelerated Processing (MAP) lender and an approved Government National Mortgage Association (Ginnie Mae) issuer of mortgage-backed securities (MBS). Under these arrangements, before loans are originated through proceeds from warehouse lines of credit, we obtain either a contractual loan purchase commitment from either Freddie Mac or Fannie Mae or a confirmed forward trade commitment for the issuance and purchase of a Fannie Mae or Ginnie Mae MBS that will be secured by the loans. The warehouse lines of credit are generally repaid within a one-month period when Freddie Mac or Fannie Mae buys the loans or upon settlement of the Fannie Mae or Ginnie Mae MBS, while we retain the servicing rights. Loans are funded at the prevailing market rates. We elected the fair value option for all warehouse receivables. At March 31, 2025 and December 31, 2024, all of the warehouse receivables included in the accompanying consolidated balance sheets were either under commitment to be purchased by Freddie Mac or had confirmed forward trade commitments for the issuance and purchase of Fannie Mae or Ginnie Mae MBS that will be secured by the underlying loans.

A roll forward of our warehouse receivables is as follows (dollars in millions):


Beginning balance at December 31, 2024	$	561
Origination of mortgage loans	2,599
Gains (premiums on loan sales)	6
Proceeds from sale of mortgage loans:
Sale of mortgage loans	(1,970)
Cash collections of premiums on loan sales	(6)
Proceeds from sale of mortgage loans	(1,976)
Net increase in mortgage servicing rights included in warehouse receivables	2
Ending balance at March 31, 2025	$	1,192

The following table is a summary of our warehouse lines of credit in place as of March 31, 2025 and December 31, 2024 (dollars in millions):


			March 31, 2025				December 31, 2024
Lender	Current Maturity	Pricing	Maximum Facility Size		Carrying Value		Maximum Facility Size		Carrying Value
JP Morgan Chase Bank, N.A. (JP Morgan) (1)	12/12/2025	daily floating Secured Overnight Financing Rate (SOFR) plus 1.50%, with a SOFR adjustment of 0.05%	$	1,310	$	804	$	1,310	$	306
JP Morgan (Business Lending Activity) (1)	12/12/2025	daily floating SOFR plus 2.75%, with a SOFR adjustment of 0.05%	15		—		15		—
JP Morgan (Bridge Loans) (1)	12/12/2025	daily floating SOFR plus 2.00%, with a SOFR adjustment of 0.05%	25		—		25		—
Fannie Mae Multifamily As Soon As Pooled Plus Agreement and Multifamily As Soon As Pooled Sale Agreement (ASAP) Program (2)	Cancelable anytime	1-month CME term SOFR plus 1.45%, with a SOFR floor of 0.25%	650		91		650		1
TD Bank, N.A. (TD Bank) (3)	7/15/2025	daily floating SOFR plus 1.25%, with a SOFR adjustment of 0.10%	600		14		900		103
Bank of America, N.A. (BofA) (4)	5/21/2025	daily floating SOFR plus 1.25%, with a SOFR adjustment of 0.10%	350		269		350		142
BofA (4)	5/21/2025	daily floating SOFR plus 1.25%, with a SOFR adjustment of 0.10%	250		—		250		—

			$	3,200	$	1,178	$	3,500	$	552

(1)Effective December 13, 2024, this facility was renewed through December 12, 2025 and there were no changes to the SOFR rate or the SOFR adjustment rate at renewal. In addition, a Bridge Loan sublimit was added with an interest rate of daily floating rate SOFR plus 2.00%. As of March 31, 2025, both sublimits were not utilized.

(2)Effective October 1, 2024, this facility transitioned to using 1-month CME term SOFR rate.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(3)Effective July 31, 2024, this facility was renewed with a maximum aggregate principal amount of $300 million, with an uncommitted $300 million temporary line of credit and a maturity date of July 15, 2025. The SOFR rate was adjusted to 1.25%. The SOFR adjustment rate remained at 0.10% with the extension. Effective October 30, 2024, the accordion option was used to temporarily increase the line from $300 million to $600 million until January 28, 2025. The accordion option was not renewed upon expiration.

(4)Effective May 22, 2024, this facility was renewed to May 21, 2025 and there were no changes to the SOFR rate or the SOFR adjustment rate at renewal.

During the three months ended March 31, 2025, we had a maximum of $1.2 billion of warehouse lines of credit principal outstanding.

5. Variable Interest Entities (VIEs)

We hold variable interests in certain VIEs primarily in our Real Estate Investments (REI) segment which are not consolidated as it was determined that we are not the primary beneficiary. Our involvement with these entities is in the form of equity co-investments and fee arrangements. As of March 31, 2025 and December 31, 2024, our maximum exposure to loss related to the VIEs that are not consolidated was as follows (dollars in millions):


	March 31, 2025		December 31, 2024
Investments in unconsolidated subsidiaries	$	194	$	192
Other current assets	18		13
Co-investment commitments	35		37
Maximum exposure to loss	$	247	$	242

6. Goodwill

We test each of our reporting units for goodwill impairment annually at October 1st, or upon a triggering event, in accordance with ASC Topic 350, “Intangibles – Goodwill and Other.” As of January 1, 2025, we reorganized our business into four reportable segments (see Note 15 – Segments for further discussion). This changed the composition of our reporting units which resulted in the reallocation of goodwill from our Advisory Services and Global Workplace Solutions reportable segments to our newly created Building, Operations & Experience (BOE) and Project Management reportable segments as of January 1, 2025. Additionally, the change in composition of our reporting units was considered a triggering event requiring an interim goodwill impairment test as of January 1, 2025. We determined that no impairment existed as the estimated fair values of our reporting units were in excess of their respective carrying values, both before and after the reorganization.


	Advisory Services		Global Workplace Solutions		Building Operations & Experience		Project Management		Real Estate Investments		Total Consolidated
Balance as of December 31, 2024	$	2,596	$	2,614	$	—	$	—	$	411	$	5,621
Reallocation	(290)		(2,614)		1,578		1,326		—		—
Acquisitions	—		—		572		—		—		572
Impairment	—		—		—		—		—		—
Foreign exchange movement	17		—		27		19		4		67
Balance as of March 31, 2025	$	2,323	$	—	$	2,177	$	1,345	$	415	$	6,260

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. Fair Value Measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (Topic 820) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

There have been no significant changes to the valuation techniques and inputs used to develop the recurring fair value measurements from those disclosed in our 2024 Annual Report.

The following tables present the fair value of assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 (dollars in millions):


	As of March 31, 2025
	Fair Value Measured and Recorded Using
	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. treasury securities	$	3	$	—	$	—	$	3

Corporate debt securities	—		34		—		34
Asset-backed securities	—		7		—		7

Total available for sale debt securities	3		41		—		44
Equity securities	17		—		—		17
Investments in unconsolidated subsidiaries	122		14		24		160
Warehouse receivables	—		1,192		—		1,192
Derivative assets	—		28		—		28

Total assets at fair value	$	142	$	1,275	$	24	$	1,441

Liabilities
Contingent consideration	—		—		26		26
Derivative liabilities	—		23		—		23
Total liabilities at fair value	$	—	$	23	$	26	$	49

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	As of December 31, 2024
	Fair Value Measured and Recorded Using
	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. treasury securities	$	3	$	—	$	—	$	3

Corporate debt securities	—		33		—		33
Asset-backed securities	—		7		—		7

Total available for sale debt securities	3		40		—		43
Equity securities	18		—		—		18
Investments in unconsolidated subsidiaries	100		—		412		512
Warehouse receivables	—		561		—		561
Derivative assets	—		43		—		43
Other assets	—		—		46		46
Total assets at fair value	$	121	$	644	$	458	$	1,223

Liabilities
Contingent consideration	—		—		36		36

Total liabilities at fair value	$	—	$	—	$	36	$	36

Fair value measurements for our available for sale debt securities are obtained from independent pricing services which utilize observable market data that may include quoted market prices, dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument’s terms and conditions.

The equity securities are generally valued at the last reported sales price on the day of valuation or, if no sales occurred on the valuation date, at the mean of the bid and ask prices on such date. The above tables do not include $148 million related to capital investments as of both March 31, 2025 and December 31, 2024, respectively, in certain non-public entities as they are non-marketable equity investments accounted for under the measurement alternative, defined as cost minus impairment. These investments are included in “Other assets, net” in the accompanying consolidated balance sheets.

The fair values of the warehouse receivables are primarily calculated based on locked-in purchase prices. At March 31, 2025 and December 31, 2024, all of the warehouse receivables included in the accompanying consolidated balance sheets were either under commitment to be purchased by Freddie Mac or had confirmed forward trade commitments for the issuance and purchase of Fannie Mae or Ginnie Mae mortgage backed securities that will be secured by the underlying loans (see Note 4 – Warehouse Receivables & Warehouse Lines of Credit). These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of inputs are readily observable.

As of March 31, 2025 and December 31, 2024, investments in unconsolidated subsidiaries at fair value using NAV were $405 million and $378 million, respectively, and investments at fair value using NAV which are not accounted for under the equity method were $21 million as of both March 31, 2025 and December 31, 2024, respectively. These investments fall under practical expedient rules that do not require them to be included in the fair value hierarchy and as a result have been excluded from the tables above.

The tables below present a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions):


	Investment in Unconsolidated Subsidiaries		Other Assets		Contingent Consideration
Balance as of December 31, 2024	$	412	$	46	$	36
Transfer in (out)	(14)		—		(2)
Net change in fair value	(1)		—		(8)
Purchases / Additions	—		—		—
Sales / Payments (1)	(373)		(46)		—
Balance as of March 31, 2025	$	24	$	—	$	26

(1)As disclosed in Note 3 – Acquisitions, on January 16, 2025, we acquired the remaining 60% ownership interest in Industrious.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Net change in fair value, included in the table above, is reported in Net income as follows:


Category of Assets/Liabilities using Unobservable Inputs						Consolidated Financial Statements
Investments in unconsolidated subsidiaries						Equity income (loss) from unconsolidated subsidiaries
Other assets (liabilities)						Other income
Contingent consideration (short-term)						Accounts payable and accrued expenses
Contingent consideration (long-term)						Other liabilities

There were no asset impairment charges or other significant non-recurring fair value measurement adjustments recorded during the three months ended March 31, 2025 and 2024.

FASB ASC Topic 825, “Financial Instruments,” requires disclosure of fair value information about financial instruments, whether or not recognized in the accompanying consolidated balance sheets. Our financial instruments are as follows:

Cash and Cash Equivalents and Restricted Cash – These balances include cash and cash equivalents as well as restricted cash with maturities of less than three months. The carrying amount approximates fair value due to the short-term maturities of these instruments.
Receivables, less Allowance for Doubtful Accounts – Due to their short-term nature, fair value approximates carrying value.
Warehouse Receivables – These balances are carried at fair value. The primary source of value is either a contractual purchase commitment from Freddie Mac or a confirmed forward trade commitment for the issuance and purchase of a Fannie Mae or Ginnie Mae MBS (see Note 4 – Warehouse Receivables & Warehouse Lines of Credit).
Investments in Unconsolidated Subsidiaries – A portion of these investments are carried at fair value as discussed above. It includes our equity investment and related interests in both public and non-public entities. Our ownership of common shares in Altus Power, Inc. (Altus) is considered Level 1 and is measured at fair value using a quoted price in an active market. Certain non-controlling equity investments are considered Level 3. The valuation of Altus’ common shares and alignment shares is dependent on Altus’ public stock price, which can be volatile and subject to wide fluctuations in response to various market conditions. As of March 31, 2025, transfer out activities from Level 3 represents the reclassification of our alignment shares in Altus from Level 3 to Level 2. On April 16, 2025, Altus was acquired by a third-party. As a result, the value ascribed to these shares at March 31, 2025 was based on the per share acquisition price and classified as Level 2 (see Note 8 – Investments in Unconsolidated Subsidiaries).
Available for Sale Debt Securities – Primarily held by our wholly-owned captive insurance company, these investments are carried at their fair value.
Equity Securities – Primarily held by our wholly-owned captive insurance company, these investments are carried at their fair value.
Other Assets and Liabilities – Includes the fair value of the unfunded commitment related to a revolving facility designated as Level 3. Valuations are based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market comparables and recovery assumptions.
Derivative assets and liabilities – The fair value of cross-currency swaps reflects the net present value of expected payments and receipts under the swap agreement based on the market’s expectation of future spot foreign currency exchange rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk and discount rates. These are designated as Level 2.
Contingent Consideration – The fair values of contingent consideration related to business acquisitions are estimated using Monte Carlo simulations or the probability-weighted present value of estimated future payments resulting from the achievement levels of financial targets.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Short-Term Borrowings – The majority of this balance represents outstanding amounts under our warehouse lines of credit of our wholly-owned subsidiary, CBRE Capital Markets, our commercial paper program, and our revolving credit facilities. Due to the short-term nature and/or variable interest rates of these instruments, fair value approximates carrying value (see Note 4 – Warehouse Receivables & Warehouse Lines of Credit and Note 9 – Long-Term Debt and Short-Term Borrowings).
Senior Term Loans and Senior Notes – The table below presents the estimated fair value and actual carrying value of our long-term debt (net of unamortized discount and unamortized debt issuance costs) as of March 31, 2025 and December 31, 2024 (dollars in millions). The estimated fair value is determined based on dealers’ quotes (which falls within Level 2 of the fair value hierarchy). The actual carrying value is presented net of unamortized debt issuance costs and discount (see Note 9 – Long-Term Debt and Short-Term Borrowings).


	Estimated Fair Value				Carrying Value
Financial instrument	March 31, 2025		December 31, 2024		March 31, 2025		December 31, 2024
Senior term loans	$	1,276	$	708	$	1,305	$	718
5.950% senior notes	1,046		1,033		976		976
4.875% senior notes	600		600		599		599
5.500% senior notes	513		509		496		496
2.500% senior notes	436		426		492		492

Notes Payable on Real Estate – As of March 31, 2025 and December 31, 2024, the carrying value of our notes payable on real estate, net of unamortized debt issuance costs, was $208 million and $196 million, respectively. These borrowings have either fixed interest rates or floating interest rates at spreads added to a market index. Although it is possible that certain portions of our notes payable on real estate may have fair values that differ from their carrying values, based on the terms of such loans as compared to current market conditions, or other factors specific to the borrower entity, we do not believe that the fair value of our notes payable is significantly different than their carrying value.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. Investments in Unconsolidated Subsidiaries

Investments in unconsolidated subsidiaries are accounted for under the equity method of accounting. Our investment ownership percentages in equity method investments vary, generally ranging from 1% to 50%. The following table represents the composition of investments in unconsolidated subsidiaries under the equity method of accounting and fair value option (dollars in millions):


Investment type	March 31, 2025		December 31, 2024
Real Estate Investments (in projects and funds)	$	742	$	702
Investment in Altus:
Class A common stock (1)	122		100
Alignment shares (2)	14		15

Subtotal	136		115
Other (3)	104		478
Total investment in unconsolidated subsidiaries	$	982	$	1,295

(1)CBRE held 24,567,063 and 24,557,823 shares of Altus Class A common stock as of March 31, 2025 and December 31, 2024, respectively, representing approximate ownership of 15.3%.

(2)The alignment shares, also known as Class B common shares, will automatically convert into Altus Class A common stock based on the achievement of certain total return thresholds on Altus Class A common stock as of the relevant measurement date over the seven fiscal years following the merger. At March 31, 2025 (the fourth measurement date), 199,238 of alignment shares automatically converted into 1,991 shares of Class A common stock, of which CBRE was entitled to 1,811 shares. On April 16, 2025, Altus was acquired by a third-party.

(3)Consists of our investments in Industrious and other non-public entities. As disclosed in Note 3 – Acquisitions, on January 16, 2025, we acquired the remaining 60% ownership interest in Industrious.

Combined condensed financial information for the entities accounted for using the equity method is as follows (dollars in millions):


	Three Months Ended March 31,
	2025		2024
Revenue	$	761	$	1,013
Operating income	243		315
Net income (loss) (1)	191		(1,037)

(1)Included in Net income (loss) are realized and unrealized earnings and losses in investments in unconsolidated investment funds and realized earnings and losses from sales of real estate projects in investments in unconsolidated subsidiaries. These realized and unrealized earnings and losses are not included in Revenue and Operating income.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. Long-Term Debt and Short-Term Borrowings

Long-Term Debt

Long-term debt and short-term borrowings consist of the following (dollars in millions):


	March 31, 2025		December 31, 2024
Long-Term Debt
Senior term loans due in 2028	$	1,309	$	720
5.950% senior notes due in 2034	1,000		1,000
4.875% senior notes due in 2026	600		600
5.500% senior notes due in 2029	500		500
2.500% senior notes due in 2031	500		500
Other	4		—
Total long-term debt	3,913		3,320
Less: current maturities of long-term debt	666		36
Less: unamortized discount	30		30
Less: unamortized debt issuance costs	10		9
Total long-term debt, net of current maturities	$	3,207	$	3,245

Short-Term Borrowings
Warehouse lines of credit	$	1,178	$	552
Commercial paper program	1,596		175
Revolving credit facility	—		132
Other	2		47
Total short-term borrowings	$	2,776	$	906

We maintain credit facilities with third-party lenders, which we use for a variety of purposes. On July 10, 2023, CBRE Group, Inc., CBRE Services, Inc. (CBRE Services) and Relam Amsterdam Holdings B.V., a wholly-owned subsidiary of CBRE Services (Relam Borrower), entered into a new 5-year senior unsecured Credit Agreement (2023 Credit Agreement) maturing on July 10, 2028, which refinanced and replaced a prior credit agreement. The 2023 Credit Agreement provides for a senior unsecured term loan credit facility comprised of (i) tranche A Euro-denominated term loans in an aggregate principal amount of €367 million (Tranche A (Euro) Loans) and (ii) tranche A U.S. Dollar-denominated term loans in an aggregate principal amount of $350 million (Tranche A (USD) Loans), both requiring quarterly principal payments beginning on December 31, 2024 and continuing through maturity on July 10, 2028. The proceeds of the term loans under the 2023 Credit Agreement were applied to the repayment of all remaining outstanding senior term loans under the prior 2022 Credit Agreement, the payment of related fees and expenses and other general corporate purposes. We entered into a cross-currency swap to hedge the associated foreign currency exposure related to this transaction.

On March 13, 2025, CBRE Group, Inc., CBRE Services and Relam Borrower entered into Amendment No. 1 to the 2023 Credit Agreement, which provided for, among other things, the ability of Relam Borrower to obtain incremental commitments and loans under the 2023 Credit Agreement in an aggregate principal amount of $750 million (or the Euro equivalent). On March 14, 2025, CBRE Group, Inc., CBRE Services and Relam Borrower entered into Amendment No. 2 and Incremental Assumption Agreement to the 2023 Credit Agreement, pursuant to which Relam Borrower incurred incremental term loans (i) denominated in Euros in the aggregate principal amount of €425 million (Incremental Euro Term Loans) and (ii) denominated in U.S. Dollars in the aggregate principal amount of $125 million (Incremental USD Term Loans). The Incremental Euro Term Loans have the same terms applicable to, and constitute the same class as, the Tranche A (Euro) Loans, and the Incremental USD Term Loans have the same terms applicable to, and constitute the same class as, the Tranche A (USD) Loans under the 2023 Credit Agreement. The proceeds of the Incremental Euro Term Loans and the Incremental USD Term Loans were used for working capital and other general corporate purposes (including the partial repayment of borrowings under the commercial paper program), and to pay fees and expenses incurred in connection with entering into the amendments to the 2023 Credit Agreement.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Borrowings denominated in euros under the 2023 Credit Agreement bear interest at a rate equal to (i) the applicable percentage plus (ii) at our option, either (1) the EURIBOR rate for the applicable interest period or (2) a rate determined by reference to Daily Simple Euro Short-Term Rate (ESTR). Borrowings denominated in U.S. dollars under the 2023 Credit Agreement bear interest at a rate equal to (i) the applicable percentage, plus (ii) at our option, either (1) a Term SOFR rate published by CME Group Benchmark Administration Limited for the applicable interest period plus 10 basis points (Adjusted Term SOFR) or (2) a base rate determined by the reference to the greatest of (x) the prime rate, (y) the federal funds rate plus 1/2 of 1% and (z) the sum of (A) a Term SOFR rate published by CME Group Benchmark Administration Limited for an interest period of one month and (B) 1.00%. The applicable rate for borrowings under the 2023 Credit Agreement is determined by reference to our Credit Rating (as defined in the 2023 Credit Agreement). As of March 31, 2025, we had (i) $838 million of euro term loan borrowings outstanding under the 2023 Credit Agreement (at an interest rate of 1.25% plus EURIBOR) and (ii) $467 million of U.S. Dollar term loan borrowings outstanding under the 2023 Credit Agreement (at an interest rate of 1.25% plus Adjusted Term SOFR), net of unamortized debt issuance costs, included in the accompanying consolidated balance sheets.

The term loan borrowings under the 2023 Credit Agreement are guaranteed on a senior basis by CBRE Group, Inc. and CBRE Services.

The 2023 Credit Agreement also requires us to maintain a minimum coverage ratio of consolidated EBITDA (as defined in the 2023 Credit Agreement) to consolidated interest expense of 2.00x and a maximum leverage ratio of total debt less available cash to consolidated EBITDA (as defined in the 2023 Credit Agreement) of 4.25x (and in the case of the first four full fiscal quarters following consummation of a qualified acquisition (as defined in the 2023 Credit Agreement), 4.75x) as of the end of each fiscal quarter. In addition, the 2023 Credit Agreement also contains other customary affirmative and negative covenants and events of default. We were in compliance with the covenants under this agreement as of March 31, 2025.

On February 23, 2024, CBRE Services issued $500 million in aggregate principal amount of 5.500% senior notes due April 1, 2029 (the 5.500% senior notes) at a price equal to 99.837% of their face value. The 5.500% senior notes are unsecured obligations of CBRE Services, senior to all of its current and future subordinated indebtedness. The 5.500% senior notes are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 5.500% per year and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024.

On June 23, 2023, CBRE Services issued $1.0 billion in aggregate principal amount of 5.950% senior notes due August 15, 2034 (the 5.950% senior notes) at a price equal to 98.174% of their face value. The 5.950% senior notes are unsecured obligations of CBRE Services, senior to all of its current and future subordinated indebtedness. The 5.950% senior notes are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 5.950% per year and is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024.

On March 18, 2021, CBRE Services issued $500 million in aggregate principal amount of 2.500% senior notes due April 1, 2031 (the 2.500% senior notes) at a price equal to 98.451% of their face value. The 2.500% senior notes are unsecured obligations of CBRE Services, senior to all of its current and future subordinated indebtedness. The 2.500% senior notes are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 2.500% per year and is payable semi-annually in arrears on April 1 and October 1 of each year.

On August 13, 2015, CBRE Services issued $600 million in aggregate principal amount of 4.875% senior notes due March 1, 2026 (the 4.875% senior notes) at a price equal to 99.24% of their face value. The 4.875% senior notes are unsecured obligations of CBRE Services, senior to all of its current and future subordinated indebtedness. The 4.875% senior notes are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 4.875% per year and is payable semi-annually in arrears on March 1 and September 1 of each year. The outstanding principal amount related to the 4.875% senior notes has been classified within current maturities of long-term debt as of March 31, 2025.

The indentures governing our 5.950% senior notes, 5.500% senior notes, 4.875% senior notes and 2.500% senior notes (1) contain restrictive covenants that, among other things, limit our ability to create or permit liens on assets securing indebtedness, enter into sale/leaseback transactions and enter into consolidations or mergers, and (2) require that the notes be jointly and severally guaranteed on a senior basis by CBRE Group, Inc. and any domestic subsidiary that guarantees the 2023 Credit Agreement or the Revolving Credit Agreement. The indentures also contain other customary affirmative and negative covenants and events of default. We were in compliance with the covenants under our debt instruments as of March 31, 2025.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Short-Term Borrowings

Revolving Credit Agreement

On August 5, 2022, we entered into a new 5-year senior unsecured Revolving Credit Agreement (the Revolving Credit Agreement). The Revolving Credit Agreement provides for a senior unsecured revolving credit facility available to CBRE Services with commitments in an aggregate principal amount of up to $3.5 billion and a maturity date of August 5, 2027. Borrowings bear interest at (i) CBRE Services’ option, either (a) a Term SOFR rate published by CME Group Benchmark Administration Limited for the applicable interest period or (b) a base rate determined by reference to the greatest of (1) the prime rate determined by Wells Fargo, (2) the federal funds rate plus 1/2 of 1% and (3) the sum of (x) a Term SOFR rate published by CME Group Benchmark Administration Limited for an interest period of one month and (y) 1.00% plus (ii) 10 basis points, plus (iii) a rate equal to an applicable rate (in the case of borrowings based on the Term SOFR rate, 0.630% to 1.100% and in the case of borrowings based on the base rate, 0.0% to 0.100%, in each case, as determined by reference to our Debt Rating (as defined in the Revolving Credit Agreement). The applicable rate is subject to certain increases and/or decreases specified in the Revolving Credit Agreement linked to achieving certain sustainability goals.

The Revolving Credit Agreement requires us to pay a fee based on the total amount of the revolving credit facility commitment (whether used or unused). In addition, the Revolving Credit Agreement also includes capacity for letters of credit not to exceed $300 million in the aggregate.

The Revolving Credit Agreement also requires us to maintain a minimum coverage ratio of consolidated EBITDA (as defined in the Revolving Credit Agreement) to consolidated interest expense of 2.00x and a maximum leverage ratio of total debt less available cash to consolidated EBITDA (as defined in the Revolving Credit Agreement) of 4.25x (and in the case of the first four full fiscal quarters following consummation of a qualified acquisition (as defined in the Revolving Credit Agreement), 4.75x) as of the end of each fiscal quarter. In addition, the Revolving Credit Agreement also contains other customary affirmative and negative covenants and events of default. We were in compliance with the covenants under this agreement as of March 31, 2025.

As of March 31, 2025, no amount was outstanding under the revolving credit facility provided for by the Revolving Credit Agreement. No letters of credit were outstanding as of March 31, 2025. As of December 31, 2024, $132 million was outstanding under this revolving credit facility. Letters of credit are issued in the ordinary course of business and would reduce the amount we may borrow under this revolving credit facility.

Commercial Paper Program

On December 2, 2024, CBRE Services established a commercial paper program pursuant to which we may issue and sell up to $3.5 billion of short-term, unsecured and unsubordinated commercial paper notes with up to 397-day maturities, under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. Payment of the commercial paper notes is guaranteed on an unsecured and unsubordinated basis by CBRE Group, Inc. The program notes and the guarantee rank pari passu with all other unsecured and unsubordinated indebtedness. The proceeds from issuances under the program may be used for general corporate purposes. As of March 31, 2025, we had $1.6 billion in borrowings outstanding under our commercial paper program with a weighted average annual interest rate of 4.75%. As of December 31, 2024, we had $175 million in borrowings outstanding under our commercial paper program. At any point in time, the company intends to maintain available commitments under the Revolving Credit Agreement in an amount at least equal to the amount of the commercial paper notes outstanding.

Turner & Townsend Revolving Credit Facility

Turner & Townsend maintains a £120 million revolving credit facility pursuant to a credit agreement dated March 31, 2022, with an additional accordion option of £20 million, that matures on March 31, 2027. As of March 31, 2025, no amount was outstanding under this revolving credit facility. As of December 31, 2024, $44 million (£35 million) was outstanding under this revolving credit facility.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Warehouse Lines of Credit

CBRE Capital Markets has warehouse lines of credit with third-party lenders for the purpose of funding mortgage loans that will be resold, and a funding arrangement with Fannie Mae for the purpose of selling a percentage of certain closed multifamily loans to Fannie Mae. These warehouse lines are recourse only to CBRE Capital Markets and related subsidiaries, based on the related deal type, which are secured by our related warehouse receivables. See Note 4 – Warehouse Receivables & Warehouse Lines of Credit for additional information.

For additional information regarding our long-term debt and short-term borrowings, see Note 11 – Long-Term Debt and Short-Term Borrowings to our Consolidated Financial Statements for fiscal year 2024, included in the 2024 Annual Report, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this quarterly report.

10. Leases

We are the lessee in contracts for our office space tenancies, for leased vehicles, for office space in our flexible workspace solutions business, and for leases of land in our global development business. As it relates to service arrangements, we monitor these types of contracts to evaluate whether they meet the definition of a lease.

Supplemental balance sheet information related to our leases is as follows (dollars in millions):


Category	Classification	March 31, 2025		December 31, 2024
Assets
Operating (1)	Operating lease assets	$	1,881	$	1,198
Financing	Other assets, net	276		260
Total leased assets		$	2,157	$	1,458
Liabilities
Current:
Operating (2)	Operating lease liabilities	$	274	$	200
Financing	Other current liabilities	47		43
Non-current:
Operating (2)	Non-current operating lease liabilities	1,940		1,307
Financing	Other liabilities	132		122
Total lease liabilities		$	2,393	$	1,672

(1)Operating lease assets as of March 31, 2025 includes operating lease assets acquired from Industrious.

(2)Current and non-current operating lease liabilities as of March 31, 2025 include operating lease liabilities acquired from Industrious.

Supplemental cash flow information and non-cash activity related to our operating and financing leases are as follows (dollars in millions):


	Three Months Ended March 31,
	2025		2024
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	$	725	$	27
Right-of-use assets obtained in exchange for new financing lease liabilities	24		16
Other non-cash (decreases) increases in operating lease right-of-use assets (2)	(3)		2
Other non-cash decreases in financing lease right-of-use assets (2)	(3)		(2)

(1)Increase in right-of-use assets obtained in exchange for new operating lease liabilities for the three months ended March 31, 2025 primarily relates to Industrious acquisition.

(2)The non-cash activity in the right-of-use assets resulted from lease modifications/remeasurements and terminations.

11. Commitments and Contingencies

We are a party to a number of pending or threatened lawsuits arising out of, or incident to, our ordinary course of business. We believe that any losses in excess of the amounts accrued 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.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

In January 2008, CBRE MCI, a wholly-owned subsidiary of CBRE Capital Markets, entered into an agreement with Fannie Mae under Fannie Mae’s Delegated Underwriting and Servicing Lender Program (DUS Program) to provide financing for multifamily housing with five or more units. Under the DUS Program, CBRE MCI originates, underwrites, closes and services loans without prior approval by Fannie Mae, and typically, is subject to sharing up to one-third of any losses on loans originated under the DUS Program. CBRE MCI has funded loans with unpaid principal balances of $46.6 billion at March 31, 2025, of which $43.2 billion is subject to such loss sharing arrangements. CBRE MCI, under its agreement with Fannie Mae, must post cash reserves or other acceptable collateral under formulas established by Fannie Mae to provide for sufficient capital in the event losses occur. As of March 31, 2025 and December 31, 2024, CBRE MCI had $165 million and $160 million, respectively, of letters of credit under this reserve arrangement and had recorded a liability of approximately $63 million as of both March 31, 2025 and December 31, 2024 for its loan loss guarantee obligation under such arrangement. Fannie Mae’s recourse under the DUS Program is limited to the assets of CBRE MCI, which assets totaled approximately $2.3 billion (including $696 million of warehouse receivables, which are pledged against warehouse lines of credit and are therefore not available to Fannie Mae) at March 31, 2025.

CBRE Capital Markets participates in Freddie Mac’s Multifamily Small Balance Loan (SBL) Program. Under the SBL Program, CBRE Capital Markets has certain repurchase and loss reimbursement obligations. We could potentially be obligated to repurchase any SBL loan originated by CBRE Capital Markets that remains in default for 120 days following the forbearance period, if the default occurred during the first 12 months after origination and such loan had not been earlier securitized. In addition, CBRE Capital Markets may be responsible for a loss not to exceed 10% of the original principal amount of any SBL loan that is not securitized and goes into default after the 12-month repurchase period. CBRE Capital Markets must post a cash reserve or other acceptable collateral to provide for sufficient capital in the event the obligations are triggered. As of both March 31, 2025 and December 31, 2024, CBRE Capital Markets had posted a $5 million letter of credit under this reserve arrangement.

Letters of credit

We had outstanding letters of credit totaling $286 million as of March 31, 2025, excluding letters of credit for which we have outstanding liabilities already accrued on our consolidated balance sheets related to our subsidiaries’ outstanding reserves for claims under certain insurance programs as well as letters of credit related to operating leases. The CBRE Capital Markets letters of credit totaling $170 million as of March 31, 2025 referred to in the preceding paragraphs represented the majority of the $286 million outstanding letters of credit as of such date. The remaining letters of credit are primarily executed by us in the ordinary course of business and expire at the end of each of the respective agreements.

Guarantees

We had guarantees totaling $193 million as of March 31, 2025, excluding guarantees related to pension liabilities, operating leases, consolidated indebtedness and other obligations for which we have outstanding liabilities already accrued on our consolidated balance sheets. The $193 million primarily represents guarantees executed by us in the ordinary course of business, including various guarantees of management and vendor contracts in our operations overseas, which expire at the end of each of the respective agreements.

In addition, as of March 31, 2025, we had issued numerous non-recourse carveout, completion and budget guarantees relating to development projects for the benefit of third parties. These guarantees are commonplace in our industry and are made by us in the ordinary course of our REI business. Non-recourse carveout guarantees generally require that our project-entity borrower not commit specified improper acts, with us potentially liable for all or a portion of such entity’s indebtedness or other damages suffered by the lender if those acts occur. Completion and budget guarantees generally require us to complete construction of the relevant project within a specified timeframe and/or within a specified budget, with us potentially being liable for costs to complete in excess of such timeframe or budget. While there can be no assurance, we do not expect to incur any material losses under these guarantees.

Performance and payment bonds

In the ordinary course of business, we are required by certain customers to provide performance and payment bonds for contractual commitments related to our projects. These bonds provide a guarantee to the customer that the company will perform under the terms of a contract and that we will pay our subcontractors and vendors. If we fail to perform under a contract or to pay our subcontractors and vendors, the customer may demand that the surety make payments or provide services

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

under the bond. We must reimburse the surety for expenses or outlays it incurs. As of March 31, 2025 and December 31, 2024, outstanding performance and payment bonds approximated $798 million and $808 million, respectively.

Deferred and contingent consideration

The purchase price for our business acquisitions often includes deferred and contingent consideration. As of March 31, 2025 and December 31, 2024, we had short-term deferred and contingent consideration of $204 million and $199 million, respectively, which was included within accounts payable and accrued expenses, and long-term deferred and contingent consideration of $109 million and $93 million, respectively, which was included within other liabilities in the accompanying consolidated balance sheets.

Indirect Taxes

The company is subject to indirect taxes, including sales and use tax in the United States and value-add tax in certain foreign jurisdictions in which it conducts business. The company had indirect tax liability totaling $93 million and $91 million as of March 31, 2025 and December 31, 2024, respectively. Indirect tax liabilities are adjusted considering changing facts and circumstances, such as the closing of a tax examination, further interpretation of existing tax laws, or new tax laws. We are currently under audit in several jurisdictions. In accordance with FASB ASC Topic 450, “Contingencies,” the company establishes accruals for contingencies, including uncertainties related to taxes not based on income, when the company believes it is probable that a loss has been incurred, and the amount of the loss can be reasonably estimated.

Other

An important part of the strategy for our REI segment involves co-investing our capital in certain real estate investments with our clients. For our investment funds, we generally co-invest a minority interest of the equity in a particular fund. As of March 31, 2025, we had aggregate future commitments of $183 million related to co-investment funds. Additionally, we make selective investments in real estate development projects on our consolidated account or co-invest with our clients with up to 50% of the project’s equity as a principal in unconsolidated real estate projects. We had unfunded capital commitments of $345 million and $54 million to consolidated and unconsolidated projects, respectively, as of March 31, 2025.

Also refer to Note 16 – Telford Fire Safety Remediation for the details relating to the provision.

12. Income Taxes

Our provision for income taxes on a consolidated basis was $52 million for the three months ended March 31, 2025 as compared to a benefit from income taxes of $29 million for the three months ended March 31, 2024. The increase of $81 million is primarily related to an increase in current year earnings and a prior year benefit for the reversal of unrecognized tax positions. Our effective tax rate increased to 21.4% for the three months ended March 31, 2025 from (24.3)% for the three months ended March 31, 2024.

Our effective tax rate for the three months ended March 31, 2025 is different than the U.S. federal statutory tax rate of 21.0% primarily due to the U.S. state taxes and favorable permanent book tax differences.

As of March 31, 2025 and December 31, 2024, the company had gross unrecognized tax benefits of $352 million and $347 million, respectively. The increase of $5 million primarily relates to the accrual of gross unrecognized tax benefits.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

13. Income Per Share and Stockholders’ Equity

The calculations of basic and diluted income per share attributable to CBRE Group, Inc. stockholders are as follows (dollars in millions, except share and per share data):


	Three Months Ended March 31,
	2025		2024
Basic Income Per Share
Net income attributable to CBRE Group, Inc. stockholders	$	163	$	126
Weighted average shares outstanding for basic income per share	300,288,602		305,808,212
Basic income per share attributable to CBRE Group, Inc. stockholders	$	0.54	$	0.41

Diluted Income Per Share
Net income attributable to CBRE Group, Inc. stockholders	$	163	$	126
Weighted average shares outstanding for basic income per share	300,288,602		305,808,212
Dilutive effect of contingently issuable shares	2,626,069		2,694,244
Weighted average shares outstanding for diluted income per share	302,914,671		308,502,456
Diluted income per share attributable to CBRE Group, Inc. stockholders	$	0.54	$	0.41

For the three months ended March 31, 2025 and 2024, 299,767 and 631,095, respectively, of contingently issuable shares were excluded from the computation of diluted income per share because their inclusion would have had an anti-dilutive effect.

On November 21, 2024, our board of directors authorized an additional $5.0 billion to our existing $4.0 billion share repurchase program (as amended, the 2024 program) bringing the total authorized amount under the 2024 program to a total of $9.0 billion as of March 31, 2025. The board also extended the term of the 2024 program through December 31, 2029. During the three months ended March 31, 2025, we repurchased 3,061,972 shares of our common stock with an average price of $132.94 per share using cash on hand for an aggregate of $407 million under the 2024 program. As of March 31, 2025, we had approximately $5.4 billion of capacity remaining under the 2024 program. We did not repurchase any shares of our common stock during the three months ended March 31, 2024.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

14. Revenue from Contracts with Customers

We account for revenue with customers in accordance with FASB ASC Topic 606, “Revenue from Contracts with Customers” (Topic 606). Revenue is recognized when or as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those services.

Disaggregated Revenue

The following tables represent a disaggregation of revenue from contracts with customers by type of service and/or segment (dollars in millions):


	Three Months Ended March 31, 2025
	Advisory Services		Building Operations & Experience		Project Management		Real Estate Investments		Corporate, other and eliminations		Consolidated
Topic 606 Revenue:
Facilities management	$	—	$	4,769	$	—	$	—	$	—	$	4,769
Project management	—		—		1,632		—		—		1,632
Advisory leasing	862		—		—		—		—		862
Advisory sales	360		—		—		—		—		360
Property management	—		586		—		—		(4)		582
Valuation	183		—		—		—		—		183
Other portfolio services	81		—		—		—		—		81
Commercial mortgage origination (1)	43		—		—		—		—		43
Loan servicing (2)	23		—		—		—		—		23
Investment management	—		—		—		154		—		154
Development services	—		—		—		74		—		74
Topic 606 Revenue	1,552		5,355		1,632		228		(4)		8,763
Out of Scope of Topic 606 Revenue:
Commercial mortgage origination	45		—		—		—		—		45
Loan servicing	97		—		—		—		—		97
Development services (3)	—		—		—		5		—		5
Total Out of Scope of Topic 606 Revenue	142		—		—		5		—		147
Total Revenue	$	1,694	$	5,355	$	1,632	$	233	$	(4)	$	8,910


	Three Months Ended March 31, 2024
	Advisory Services		Building Operations & Experience		Project Management		Real Estate Investments		Corporate, other and eliminations		Consolidated
Topic 606 Revenue:
Facilities management	$	—	$	4,266	$	—	$	—	$	—	$	4,266
Project management	—		—		1,519		—		—		1,519
Advisory leasing	733		—		—		—		—		733
Advisory sales	325		—		—		—		—		325
Property management	—		434		—		—		(6)		428
Valuation	167		—		—		—		—		167
Other portfolio services	93		—		—		—		—		93
Commercial mortgage origination (1)	30		—		—		—		—		30
Loan servicing (2)	35		—		—		—		—		35
Investment management	—		—		—		149		—		149
Development services	—		—		—		77		—		77
Topic 606 Revenue	1,383		4,700		1,519		226		(6)		7,822
Out of Scope of Topic 606 Revenue:
Commercial mortgage origination	28		—		—		—		—		28
Loan servicing	83		—		—		—		—		83
Development services (3)	—		—		—		2		—		2
Total Out of Scope of Topic 606 Revenue	111		—		—		2		—		113
Total Revenue	$	1,494	$	4,700	$	1,519	$	228	$	(6)	$	7,935

(1)We earn fees for arranging financing for borrowers with third-party lender contacts. Such fees are in scope of Topic 606.

(2)Loan servicing fees earned from servicing contracts for which we do not hold mortgage servicing rights are in scope of Topic 606.

(3)Out of scope revenue for development services represents selling profit from transfers of sales-type leases in the scope of FASB ASC Topic 842, “Leases.”

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Contract Assets and Liabilities

We had contract assets totaling $503 million ($411 million of which was current) and $489 million ($400 million of which was current) as of March 31, 2025 and December 31, 2024, respectively.

We had contract liabilities totaling $403 million (all of which was current) and $375 million (all of which was current) as of March 31, 2025 and December 31, 2024, respectively. During the three months ended March 31, 2025, we recognized revenue of $100 million that was included in the contract liability balance at December 31, 2024. The majority of contract liabilities are recognized as revenue within 90 days.

15. Segments

In January 2025, we combined our project management business with our Turner & Townsend majority-owned subsidiary and created a fourth reportable segment, Project Management. In addition, on January 16, 2025, we acquired full ownership of Industrious, a provider of premium flexible workplace solutions and established a new business segment, BOE comprised of enterprise and local facilities management, property management and flexible workplace solutions.

In connection with the transactions described above, we reorganized our operations around and publicly report our financial results on four reportable segments – Advisory Services, Building Operations & Experience, Project Management and Real Estate Investments. We have recast prior period segment results to conform with the current presentation. In addition, we also have a “Corporate, other and eliminations” segment. Our Corporate segment primarily consists of corporate costs for leadership and certain other central functions. We track our strategic non-core equity investments in “other” which is considered an operating segment and reported together with Corporate as it does not meet the aggregation criteria for presentation as a separate reportable segment. These activities are not allocated to the other business segments. Corporate and other also includes eliminations related to inter-segment revenue.

Segment operating profit (SOP) is the measure reported to Robert Sulentic, CBRE’s Chair and Chief Executive Officer (CEO), who is our chief operating decision maker (CODM) for purposes of assessing performance and making decisions about allocating resources to each segment. The CODM uses SOP results compared to prior periods and previously forecasted amounts to assess performance and identify trends of ongoing operations within each segment. SOP excludes the impact of certain costs and charges that may obscure the underlying performance of our businesses and related trends, including restructuring charges and other costs incurred, which are outside the ordinary course of business. SOP represents earnings, inclusive of amounts attributable to non-controlling interests, before net interest expense, write-off of financing costs on extinguished debt, income taxes, depreciation and amortization, and asset impairments. In addition, management excludes the following costs from SOP (“Other segment adjustments”):

costs associated with efficiency and cost-reduction initiatives,
charges related to indirect tax audits and settlements,
carried interest incentive compensation expense (reversal) to align with the timing of associated revenue,
costs incurred related to legal entity restructuring,
integration and other costs related to acquisitions, and
net results related to the wind-down of certain businesses.

There have been no significant changes to the measurement methods of expenses or methods of allocating expenses to segments during 2025.

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Summarized financial information by segment is as follows (dollars in millions):


Three Months Ended March 31, 2025	Advisory Services		Building Operations & Experience		Project Management		Real Estate Investments		Corporate, other and eliminations (2)		Consolidated
Net revenue	$	1,682	$	2,427	$	774	$	233	$	(4)	$	5,112
Pass-through costs also recognized as revenue	12		2,928		858		—		—		3,798
Total revenue	1,694		5,355		1,632		233		(4)		8,910
Cost of revenue	967		4,847		1,408		47		(4)		7,265
Operating expenses and allocations	428		296		119		166		183		1,192
Other adjustments to segment operating profit (loss):
Equity income (loss) from unconsolidated subsidiaries	1		1		—		(7)		21		16
Other income (loss)	1		1		—		—		(1)		1

Other segment adjustments (1)	—		3		8		12		67		90
Segment operating profit (loss)	$	301	$	217	$	113	$	25	$	(96)	$	560


Three Months Ended March 31, 2024	Advisory Services		Building Operations & Experience		Project Management		Real Estate Investments		Corporate, other and eliminations (2)		Consolidated
Net revenue	$	1,480	$	2,017	$	725	$	228	$	(6)	$	4,444
Pass-through costs also recognized as revenue	14		2,683		794		—		—		3,491
Total revenue	1,494		4,700		1,519		228		(6)		7,935
Cost of revenue	848		4,269		1,310		43		5		6,475
Operating expenses and allocations	416		290		88		189		128		1,111
Other adjustments to segment operating profit (loss):
Equity income (loss) from unconsolidated subsidiaries	1		1		—		11		(71)		(58)
Other income	1		1		2		—		5		9
Gain on disposition of real estate	—		—		—		13		—		13
Other segment adjustments (1)	—		18		(22)		14		30		40
Segment operating profit (loss)	$	232	$	161	$	101	$	34	$	(175)	$	353

(1)Other segment adjustments, as defined above.

(2)Eliminations represent revenue from transactions between operating segments.


	Three Months Ended March 31,
	2025		2024
Depreciation and Amortization
Advisory Services	$	67	$	65
Building Operations & Experience	70		46
Project Management	25		29
Real Estate Investments	3		3
Corporate, other and eliminations	12		15
Total depreciation and amortization	$	177	$	158

Equity income (loss) from unconsolidated subsidiaries
Advisory Services	$	1	$	1
Building Operations & Experience	1		1
Project Management	—		—
Real Estate Investments	(7)		11
Corporate, other and eliminations	21		(71)
Equity income (loss) from unconsolidated subsidiaries	$	16	$	(58)

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Reconciliation of total segment operating profit to net income is as follows (dollars in millions):


	Three Months Ended March 31,
	2025		2024
Net income attributable to CBRE Group, Inc.	$	163	$	126
Net income attributable to non-controlling interests	28		22
Net income	191		148
Adjustments to increase (decrease) net income:
Depreciation and amortization	177		158

Interest expense, net of interest income	50		36

Provision for (benefit from) income taxes	52		(29)
Integration and other costs related to acquisitions	68		(4)
Costs associated with efficiency and cost-reduction initiatives	13		29
Charges related to indirect tax audits and settlements	(1)		—
Carried interest incentive compensation expense to align with the timing of associated revenue	4		14
Costs incurred related to legal entity restructuring	—		1
Net results related to the wind-down of certain businesses (1)	6		—



Total segment operating profit	$	560	$	353

(1) In early 2025, management made the decision to wind-down Telford Homes’ legacy construction business. A new Telford entity, Telford Living, is developing residential housing in the UK under a new business model under which the company does not self-perform general contracting.

Our CODM is not provided with total asset information by segment and accordingly, does not measure or allocate total assets on a segment basis. As a result, we have not disclosed any asset information by segment.

Geographic Information

Revenue in the table below is allocated based upon the country in which services are performed (dollars in millions):


	Three Months Ended March 31,
	2025		2024
Revenue
United States	$	5,169	$	4,422
United Kingdom	1,234		1,085
All other countries	2,507		2,428
Total revenue	$	8,910	$	7,935

16. Telford Fire Safety Remediation

The accompanying consolidated balance sheets include an estimated liability of approximately $206 million (of which $116 million was current) and $204 million (of which $102 million was current) as of March 31, 2025 and December 31, 2024, respectively, related to the remediation efforts. The small increase in the balance as of March 31, 2025 is due to the change in exchange rates less actual remediation costs and other direct costs incurred during the period.

The estimated remediation costs for in-scope buildings are subjective, highly complex and dependent on a number of variables outside of Telford Homes’ control. These include, but are not limited to, individual remediation requirements for each building, the time required for the remediation to be completed, cost of construction or remediation materials, availability of construction materials, potential discoveries made during remediation that could necessitate incremental work, investigation costs, availability of qualified fire safety engineers, potential business disruption costs, potential changes to or new regulations and regulatory approval. We will continue to assess new information as it becomes available during the remediation process and adjust our estimated liability accordingly.

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations