cbre-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______________ to _______________

Commission File Number

001-32205

___________________________________________________________

CBRE GROUP, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________________


Delaware		94-3391143
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
2100 McKinney Avenue, Suite 1250
Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)
	(214) 979-6100
	(Registrant's telephone number, including area code)

_____________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	“CBRE”	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Class A common stock outstanding at May 3, 2022 was 326,860,554.

Table of contents

FORM 10-Q

March 31, 2022

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION		Page

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets at March 3 1 , 202 2 and December 31, 20 21	1

	Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021	2

	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 and 2021	3

	Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	4

	Consolidated Statements of Equity for the three months ended March 31, 2022 and 2021	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	46

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 6.	Exhibits	48

Signatures		49

Table of contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CBRE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except share data)


	March 31, 2022		December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	1,657,336	$	2,430,951
Restricted cash	135,293		108,830
Receivables, less allowance for doubtful accounts of $93,667 and $97,588 at March 31, 2022 and December 31, 2021, respectively	5,073,224		5,150,473
Warehouse receivables	1,194,800		1,303,717
Prepaid expenses	333,672		333,885
Contract assets	352,064		338,749
Income taxes receivable	43,758		44,104
Other current assets	543,400		371,656
Total Current Assets	9,333,547		10,082,365
Property and equipment, net of accumulated depreciation and amortization of $1,330,999 and $1,288,509 at March 31, 2022 and December 31, 2021, respectively	792,735		816,092
Goodwill	4,977,082		4,995,175
Other intangible assets, net of accumulated amortization of $1,741,193 and $1,725,280 at March 31, 2022 and December 31, 2021, respectively	2,338,548		2,409,427
Operating lease assets	1,030,391		1,046,377
Investments in unconsolidated subsidiaries (with $713,871 and $813,031 at fair value at March 31, 2022 and December 31, 2021, respectively)	1,124,339		1,196,088
Non-current contract assets	134,324		135,626
Real estate under development	361,852		326,416
Non-current income taxes receivable	37,907		33,150
Deferred tax assets, net	142,748		157,032
Other assets, net	869,679		875,743
Total Assets	$	21,143,152	$	22,073,491
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	2,881,910	$	2,916,331
Compensation and employee benefits payable	1,579,118		1,539,291
Accrued bonus and profit sharing	906,343		1,694,590
Operating lease liabilities	220,730		232,423
Contract liabilities	295,642		280,659
Income taxes payable	268,823		246,035
Short-term borrowings:
Warehouse lines of credit (which fund loans that U.S. Government Sponsored Enterprises have committed to purchase)	1,172,125		1,277,451
Revolving credit facility	210,000		—
Other short-term borrowings	30,826		32,668
Total short-term borrowings	1,412,951		1,310,119

Other current liabilities	224,327		199,421
Total Current Liabilities	7,789,844		8,418,869
Long-term debt, net of current maturities	1,526,212		1,538,123
Non-current operating lease liabilities	1,104,812		1,116,562
Non-current tax liabilities	124,348		144,884
Non-current income taxes payable	54,761		54,761
Deferred tax liabilities, net	310,104		405,258
Other liabilities	950,246		1,035,917
Total Liabilities	11,860,327		12,714,374
Commitments and contingencies	—		—
Equity:
CBRE Group, Inc. Stockholders’ Equity:
Class A common stock; $0.01 par value; 525,000,000 shares authorized; 329,555,402 and 332,875,959 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	3,296		3,329
Additional paid-in capital	409,187		798,892
Accumulated earnings	8,758,928		8,366,631
Accumulated other comprehensive loss	(701,440)		(640,659)
Total CBRE Group, Inc. Stockholders’ Equity	8,469,971		8,528,193
Non-controlling interests	812,854		830,924
Total Equity	9,282,825		9,359,117
Total Liabilities and Equity	$	21,143,152	$	22,073,491

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

Table of contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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


	Three Months Ended March 31,
	2022		2021
Revenue	$	7,332,933	$	5,938,879
Costs and expenses:
Cost of revenue	5,752,194		4,719,546
Operating, administrative and other	1,065,996		828,327
Depreciation and amortization	149,032		122,078
Asset impairments	10,351		—
Total costs and expenses	6,977,573		5,669,951
Gain on disposition of real estate	21,592		156
Operating income	376,952		269,084
Equity income from unconsolidated subsidiaries	42,871		83,594
Other (loss) income	(14,464)		2,732
Interest expense, net of interest income	12,826		10,106

Income before (benefit from) provision for income taxes	392,533		345,304
(Benefit from) provision for income taxes	(3,738)		76,327
Net income	396,271		268,977
Less: Net income attributable to non-controlling interests	3,974		2,775
Net income attributable to CBRE Group, Inc.	$	392,297	$	266,202
Basic income per share:
Net income per share attributable to CBRE Group, Inc.	$	1.18	$	0.79
Weighted average shares outstanding for basic income per share	331,925,104		335,860,494
Diluted income per share:
Net income per share attributable to CBRE Group, Inc.	$	1.16	$	0.78
Weighted average shares outstanding for diluted income per share	337,140,325		339,580,504

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

Table of contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)


	Three Months Ended March 31,
	2022		2021
Net income	$	396,271	$	268,977
Other comprehensive loss:
Foreign currency translation loss	(81,285)		(52,346)
Amounts reclassified from accumulated other comprehensive loss to interest expense, net of tax	108		107
Unrealized holding losses on available for sale debt securities, net of tax	(1,731)		(678)
Other, net	100		—
Total other comprehensive loss	(82,808)		(52,917)
Comprehensive income	313,463		216,060
Less: Comprehensive (loss) income attributable to non-controlling interests	(18,053)		2,667
Comprehensive income attributable to CBRE Group, Inc.	$	331,516	$	213,393

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

Table of Contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Three Months Ended March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	396,271	$	268,977
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	149,032		122,078
Amortization of financing costs	1,663		1,609
Gains related to mortgage servicing rights, premiums on loan sales and sales of other assets	(28,422)		(72,045)
Asset impairments	10,351		—
Net realized and unrealized losses (gains), primarily from investments	16,690		(2,732)
Provision for doubtful accounts	3,303		731
Net compensation expense for equity awards	36,863		35,786
Equity income from unconsolidated subsidiaries	(42,871)		(83,594)
Distribution of earnings from unconsolidated subsidiaries	146,743		32,986
Proceeds from sale of mortgage loans	3,336,084		4,643,685
Origination of mortgage loans	(3,221,312)		(3,909,261)
Decrease in warehouse lines of credit	(105,326)		(708,491)
Tenant concessions received	2,114		1,578
Purchase of equity securities	(8,902)		(2,398)
Proceeds from sale of equity securities	20,750		3,017
Increase in real estate under development	(41,358)		(15,901)
(Increase) decrease in receivables, prepaid expenses and other assets (including contract and lease assets)	(156,061)		161,221
Decrease in accounts payable and accrued expenses and other liabilities (including contract and lease liabilities)	(108,355)		(245,522)
Decrease in compensation and employee benefits payable and accrued bonus and profit sharing	(725,216)		(469,213)
Decrease in net income taxes receivable/payable	17,722		41,660
Other operating activities, net	(93,270)		2,381
Net cash used in operating activities	(393,507)		(193,448)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(42,056)		(29,597)
Acquisition of businesses, including net assets acquired and goodwill, net of cash acquired	(16,792)		(2,726)
Contributions to unconsolidated subsidiaries	(44,387)		(168,392)
Distributions from unconsolidated subsidiaries	12,101		6,795
Other investing activities, net	(4,487)		16
Net cash used in investing activities	(95,621)		(193,904)

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

Table of Contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Dollars in thousands)


	Three Months Ended March 31,
	2022		2021
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility	210,000		—

Proceeds from notes payable on real estate	19,368		23,737
Repayment of notes payable on real estate	(13,954)		—
Proceeds from issuance of 2.500% senior notes	—		492,255
Repurchase of common stock	(367,863)		(61,108)
Acquisition of businesses (cash paid for acquisitions more than three months after purchase date)	(13,556)		(512)
Units repurchased for payment of taxes on equity awards	(31,395)		(34,883)
Non-controlling interest contributions	210		72
Non-controlling interest distributions	(213)		(2,652)
Other financing activities, net	(11,606)		(14,943)
Net cash (used in) provided by financing activities	(209,009)		401,966
Effect of currency exchange rate changes on cash and cash equivalents and restricted cash	(49,015)		(52,154)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(747,152)		(37,540)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT BEGINNING OF PERIOD	2,539,781		2,039,247
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF PERIOD	$	1,792,629	$	2,001,707
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	12,826	$	15,080
Income tax payments, net	$	88,649	$	38,508

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

Table of Contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(Dollars in thousands)


	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, 2021	$	3,329	$	798,892	$	8,366,631	$	(640,659)	$	830,924	$	9,359,117
Net income	—		—		392,297		—		3,974		396,271
Net compensation expense for equity awards	—		36,863		—		—		—		36,863
Units repurchased for payment of taxes on equity awards	—		(31,395)		—		—		—		(31,395)
Repurchase of common stock	(42)		(390,821)		—		—		—		(390,863)
Foreign currency translation loss	—		—		—		(59,258)		(22,027)		(81,285)
Amounts reclassified from accumulated other comprehensive loss to interest expense, net of tax	—		—		—		108		—		108
Unrealized holding losses on available for sale debt securities, net of tax	—		—		—		(1,731)		—		(1,731)
Contributions from non-controlling interests	—		—		—		—		210		210
Distributions to non-controlling interests	—		—		—		—		(213)		(213)
Other	9		(4,352)		—		100		(14)		(4,257)
Balance at March 31, 2022	$	3,296	$	409,187	$	8,758,928	$	(701,440)	$	812,854	$	9,282,825


	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, 2020	$	3,356	$	1,074,639	$	6,530,057	$	(529,726)	$	41,761	$	7,120,087
Net income	—		—		266,202		—		2,775		268,977
Net compensation expense for equity awards	—		35,786		—		—		—		35,786
Units repurchased for payment of taxes on equity awards	—		(34,883)		—		—		—		(34,883)
Repurchase of common stock	(8)		(64,134)		—		—		—		(64,142)
Foreign currency translation loss	—		—		—		(52,238)		(108)		(52,346)
Amounts reclassified from accumulated other comprehensive loss to interest expense, net of tax	—		—		—		107		—		107
Unrealized holding losses on available for sale debt securities, net of tax	—		—		—		(678)		—		(678)
Contributions from non-controlling interests	—		—		—		—		72		72
Distributions to non-controlling interests	—		—		—		—		(2,652)		(2,652)
Other	11		1,879		—		—		(834)		1,056
Balance at March 31, 2021	$	3,359	$	1,013,287	$	6,796,259	$	(582,535)	$	41,014	$	7,271,384

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

Table of contents

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 “the company,” “we,” “us” and “our”), for the year ended December 31, 2021, which are included in our 2021 Annual Report on Form 10-K (2021 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 2021 Annual Report for further discussion of our significant accounting policies and estimates.

Considerations Related to the Covid-19 Pandemic and the war in Ukraine

From 2010 to early 2020, commercial real estate markets had generally been characterized by increased demand for space, falling vacancies, higher rents and strong capital flows, leading to solid property sales and leasing activity. This healthy backdrop changed abruptly in the first quarter of 2020 with the emergence of the novel coronavirus (Covid-19) and resultant sharp contraction of economic activity across much of the world. There was a significant impact on commercial real estate markets, as many property owners and occupiers put transactions on hold and withdrew existing mandates, sharply reducing sales and leasing volumes. Subsequently commercial real estate markets recovered strongly beginning in 2021 and continuing into the first quarter of 2022. However, it is expected the pandemic has structurally changed the utilization of many types of commercial real estate, which is likely to impact our business. In addition, Russia’s invasion of Ukraine on February 24, 2022 and the ongoing military conflict poses heightened risk, particularly for our operations in central and eastern Europe, and could exacerbate macro-economic challenges, including supply chain disruptions and persistently high inflation, as well as adversely affect business and/or consumer sentiment and overall economic growth. As a result of this conflict, we elected to exit most of our business in Russia, although we have a limited number of employees managing facilities for existing global clients that continue to operate there.

See Note 10 (Commitments and Contingencies) for further discussion of Covid-19 considerations.

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. In our opinion, all adjustments (consisting of normal recurring adjustments, except as otherwise noted) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions about future events, including the impact Covid-19 and the war in Ukraine may have on our business. These estimates and the underlying assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Such estimates include the value of goodwill, intangibles and other long-lived assets, real estate assets, accounts receivable, contract assets, operating lease assets, investments in unconsolidated subsidiaries and assumptions used in the calculation of income taxes, retirement and other post-employment benefits, among others. These estimates and assumptions 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. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In July 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-05, “Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments (Topic 842).” The ASU amends the lease classification requirements for lessors to align them with practice under Topic 840. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if certain criteria are met. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. We adopted ASU 2021-05 in the first quarter of 2022 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

In November 2021, the FASB issued ASU 2021-10, “Disclosures by Business Entities about Government Assistance.” This ASU requires annual disclosures that increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. The amendments should be applied either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. We adopted ASU 2021-10 prospectively in the first quarter of 2022 and do not expect it to have a material impact on our annual disclosures.

Recent Accounting Pronouncements Pending Adoption

In March 2020 and January 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU 2021-01, “Reference Rate Reform: Scope,” respectively. Together, the ASUs provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance is effective for a limited time for all entities through December 31, 2022. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires that an acquirer entity in a business combination recognize and measure contract assets and liabilities acquired in a business combination at the acquisition date in accordance with Topic 606 as if the acquirer entity had originated the contracts. This ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those years. Early application of the amendments is permitted but should be applied to all acquisitions occurring in the annual period of adoption. The amendment should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We are evaluating the effect that ASU 2021-08 will have on our consolidated financial statements and related disclosures, but do not expect it to have a material impact.

In March 2022, the FASB issued ASU 2022-01, "Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method." This ASU allows nonprepayable financial assets to be included in a closed portfolio hedged using the portfolio layer method. The expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and nonprepayable financial assets, thereby allowing consistent accounting for similar hedges. This guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures, but do not expect it to have a material impact.

In March 2022, the FASB issued ASU 2022-02, " Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructuring and Vintage Disclosures." This ASU eliminates the accounting guidance for Troubled Debt Restructuring by creditors in 310-40 and enhances disclosure requirements for certain loan refinancings and restrucuturings by creditors when a borrower is experiencing financial difficulty. Additionally, this ASU requires entities to disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20. This guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures, but do not expect it to have a material impact.

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. Turner & Townsend Acquisition

On November 1, 2021, we acquired a 60% ownership interest in, and entered into a strategic partnership with Turner & Townsend Holdings Limited (Turner & Townsend). Turner & Townsend is a leading professional services company specializing in program management, project management, cost and commercial management and advisory services across the real estate, infrastructure and natural resources sectors, and is reported in our Global Workplace Solutions segment. The Turner & Townsend acquisition was funded with cash on hand. The preliminary purchase accounting has been recorded in the accompanying consolidated financial statements (with no changes in the first quarter of 2022). The excess purchase price over the fair value of net assets acquired and non-controlling interest has been recorded to goodwill. The goodwill arising from the Turner & Townsend acquisition consists largely of the synergies and opportunities to deliver a premier project, program and cost management services. The goodwill recorded in connection with the Turner & Townsend acquisition was not deductible for tax purposes. The purchase price allocation for the business combination is preliminary, primarily for intangibles, and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date.

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 elect the fair value option for all warehouse receivables. At March 31, 2022 and December 31, 2021, 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.

A rollforward of our warehouse receivables is as follows (dollars in thousands):


Beginning balance at December 31, 2021	$	1,303,717
Origination of mortgage loans	3,221,312
Gains (premiums on loan sales)	8,134
Proceeds from sale of mortgage loans:
Sale of mortgage loans	(3,327,950)
Cash collections of premiums on loan sales	(8,134)
Proceeds from sale of mortgage loans	(3,336,084)
Net decrease in mortgage servicing rights included in warehouse receivables	(2,279)
Ending balance at March 31, 2022	$	1,194,800

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table is a summary of our warehouse lines of credit in place as of March 31, 2022 and December 31, 2021 (dollars in thousands):


			March 31, 2022				December 31, 2021
Lender	Current Maturity	Pricing	Maximum Facility Size		Carrying Value		Maximum Facility Size		Carrying Value
JP Morgan Chase Bank, N.A. (JP Morgan) (1)	10/17/2022	daily floating rate SOFR rate plus 1.60%, with a SOFR adjustment rate of 0.05%	$	1,335,000	$	840,732	$	1,335,000	$	742,124
JP Morgan	10/17/2022	daily floating rate SOFR rate plus 2.75%, with a SOFR adjustment rate of 0.05%	15,000		7,519		15,000		4,326
Fannie Mae Multifamily As Soon As Pooled Plus Agreement and Multifamily As Soon As Pooled Sale Agreement (ASAP) Program (2)	Cancelable anytime	daily one-month LIBOR plus 1.45%, with a LIBOR floor of 0.25%	650,000		109,961		650,000		133,084
TD Bank, N.A. (TD Bank) (3)	7/15/2022	daily floating rate LIBOR plus 1.30%	800,000		85,873		800,000		217,672
Bank of America, N.A. (BofA) (4)	5/25/2022	daily floating rate SOFR rate plus 1.30%, with a SOFR adjustment rate of 0.11%	350,000		93,446		350,000		178,600
BofA (5)	5/25/2022	daily floating rate SOFR rate 1.30%, with a SOFR adjustment rate of 0.11%	250,000		—		250,000		—
MUFG Union Bank, N.A. (Union Bank) (6)	6/28/2022	daily floating rate LIBOR plus 1.30%	200,000		34,594		200,000		1,645
			$	3,600,000	$	1,172,125	$	3,600,000	$	1,277,451

_______________________________

(1)Effective October 18, 2021, this facility was renewed and amended and the maximum facility size was increased to $1,335.0 million. This facility has a revised maturity date of October 17, 2022 and a revised interest rate to a Secured Overnight Finance Rate (SOFR) term plus 1.60%, with a SOFR adjustment rate of 0.05%, noting the Business Lending sublimit has a revised interest rate of daily adjusted term SOFR plus 2.75%, with a SOFR adjustment rate of 0.05%.

(2)Effective January 15, 2021, the maximum facility was increased to $650.0 million.

(3)Effective July 1, 2020, this facility was amended and provides for a maximum aggregate principal amount of $400.0 million, in addition to an uncommitted $400.0 million temporary line of credit. Effective June 28, 2021, this facility was renewed with a revised interest rate of daily floating rate LIBOR plus 1.30% and a maturity date of July 15, 2022. As of March 31, 2022, the uncommitted $400.0 million temporary line of credit was not utilized.

(4)The total commitment amount of $350.0 million includes a separate sublimit borrowing in the amount of $100.0 million, which can be utilized for specific purposes as defined within the agreement. Effective June 30, 2021, this facility was renewed with a revised interest rate of daily floating LIBOR plus 1.30% and a maturity date of May 25, 2022. The sublimit is subject to an interest rate of daily floating LIBOR plus 1.75%, with a LIBOR floor of 0.75%. Effective January 1, 2022, daily floating rate LIBOR was replaced with daily floating rate SOFR, with an adjustment rate of 0.11%. As of March 31, 2022, the sublimit borrowing has not been utilized.

(5)Effective June 30, 2021, the advised consent line was renewed for $250.0 million of capacity with a revised interest rate of daily floating SOFR plus 1.30%, with a SOFR adjustment rate of 0.11%, and a maturity date of May 25, 2022.

(6)Effective June 28, 2021, this facility was renewed with a revised interest rate of daily floating rate LIBOR plus 1.30%, removing the LIBOR floor, and a maturity date of June 28, 2022.

During the three months ended March 31, 2022, we had a maximum of $1.5 billion of warehouse lines of credit principal outstanding.

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. Variable Interest Entities (VIEs)

We hold variable interests in certain VIEs primarily in our Real Estate Investments 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, 2022 and December 31, 2021, our maximum exposure to loss related to VIEs which are not consolidated was as follows (dollars in thousands):


	March 31, 2022		December 31, 2021
Investments in unconsolidated subsidiaries	$	105,169	$	109,530
Other current assets	—		4,219
Co-investment commitments	87,156		90,328
Maximum exposure to loss	$	192,325	$	204,077

6. Fair Value Measurements

Topic 820 of the FASB ASC 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 202 1 Annual Report.

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following tables present the fair value of assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (dollars in thousands):


	As of March 31, 2022
	Fair Value Measured and Recorded Using
	Level 1		Level 2		Level 3		Total
Assets
Available for sale securities:
Debt securities:
U.S. treasury securities	$	6,832	$	—	$	—	$	6,832
Debt securities issued by U.S. federal agencies	—		10,146		—		10,146
Corporate debt securities	—		47,806		—		47,806
Asset-backed securities	—		3,193		—		3,193
Collateralized mortgage obligations	—		592		—		592
Total available for sale debt securities	6,832		61,737		—		68,569
Equity securities	42,488		—		—		42,488
Investments in unconsolidated subsidiaries	163,460		14,965		367,855		546,280
Warehouse receivables	—		1,194,800		—		1,194,800
Total assets at fair value	$	212,780	$	1,271,502	$	367,855	$	1,852,137

Liabilities
Other liabilities	—		—		1,322		1,322
Total liabilities at fair value	$	—	$	—	$	1,322	$	1,322


	As of December 31, 2021
	Fair Value Measured and Recorded Using
	Level 1		Level 2		Level 3		Total
Assets
Available for sale securities:
Debt securities:
U.S. treasury securities	$	7,002	$	—	$	—	$	7,002
Debt securities issued by U.S. federal agencies	—		9,276		—		9,276
Corporate debt securities	—		50,897		—		50,897
Asset-backed securities	—		3,428		—		3,428
Collateralized mortgage obligations	—		725		—		725
Total available for sale debt securities	7,002		64,326		—		71,328
Equity securities	69,880		—		—		69,880
Investments in unconsolidated subsidiaries	229,900		23,741		406,690		660,331
Warehouse receivables	—		1,303,717		—		1,303,717
Total assets at fair value	$	306,782	$	1,391,784	$	406,690	$	2,105,256

Liabilities
Other liabilities	—		—		10,700		10,700
Total liabilities at fair value	$	—	$	—	$	10,700	$	10,700

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 fair values of the warehouse receivables are primarily calculated based on already locked in purchase prices. At March 31, 2022 and December 31, 2021, 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

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

issuance and purchase of Fannie Mae or Ginnie Mae mortgage backed securities that will be secured by the underlying loans (See Note 4). 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, 2022 and December 31, 2021, investments in unconsolidated subsidiaries at fair value using NAV were $167.6 million and $152.7 million, 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 thousands):


	Investment in Unconsolidated Subsidiaries		Other liabilities
Balance as of December 31, 2021	$	406,690	$	10,700
Transfer in	—		—
Net change in fair value	(38,835)		—
Purchases/ Additions	—		(9,378)
Balance as of March 31, 2022	$	367,855	$	1,322

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 Statements of Operations
Investments in unconsolidated subsidiaries						Equity income from unconsolidated subsidiaries
Other liabilities						Other income

The table below presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments:

Valuation Technique

Unobservable Input

Range

Investment in unconsolidated subsidiaries

Discounted cash flow

Discount rate

14% - 25%

Monte Carlo

Volatility

Risk free interest rate

2.4

Other liabilities

Discounted cash flow

Discount rate

25.0

During the three months ended March 31, 2022, the company exited its Advisory Services business in Russia in response to the Ukraine conflict. We recorded $10.4 million in non-cash asset impairment charges (primarily comprised of receivables), on a pretax basis, related to the expected disposal of the net assets and anticipated release of non-cash cumulative foreign currency translation losses associated with the disposal group.

There were no significant non-recurring fair value measurements recorded during the three months ended March 31, 2022 and 2021.

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).

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

•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. Private placement warrants related to Altus are considered level 2 and measured at fair value using observable inputs for similar assets in an active market. Our ownership of alignment shares of Altus and our investment in Industrious and certain other non-controlling equity investments are considered level 3 which are measured at fair value using a Monte Carlo and a discounted cash flow approach, respectively. The valuation of Altus’ common shares, private placement warrants and alignment shares are dependent on its stock price which could be volatile and subject to wide fluctuations in response to various market conditions.

•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 liabilities - Represents the net fair value of the commitment related to a revolving facility in our Advisory Services segment. 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.

•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, and our revolving credit facilities. Due to the short-term nature and variable interest rates of these instruments, fair value approximates carrying value (see Notes 4 and 8).

•Senior Term Loans – Based upon information from third-party banks (which falls within Level 2 of the fair value hierarchy), the estimated fair value of our senior term loans was approximately $440.4 million and $451.8 million at March 31, 2022 and December 31, 2021, respectively. Their actual carrying value, net of unamortized debt issuance costs, totaled $442.1 million and $454.5 million at March 31, 2022 and December 31, 2021, respectively (see Note 8).

•Senior Notes – Based on dealers’ quotes (which falls within Level 2 of the fair value hierarchy), the estimated fair value of our 4.875% senior notes was $628.1 million and $671.7 million at March 31, 2022 and December 31, 2021, respectively. The actual carrying value of our 4.875% senior notes, net of unamortized debt issuance costs and discount, totaled $595.7 million and $595.5 million at March 31, 2022 and December 31, 2021, respectively. The estimated fair value of our 2.500% senior notes was $445.5 million and $502.1 million at March 31, 2022 and December 31, 2021. The actual carrying value of our 2.500% senior notes, net of unamortized debt issuance costs and discount, totaled $488.4 million and $488.1 million at March 31, 2022 and December 31, 2021.

•Notes Payable on Real Estate - As of March 31, 2022 and December 31, 2021, the carrying value of our notes payable on real estate, net of unamortized debt issuance costs, was $53.6 million and $48.2 million, respectively. These notes payable were not recourse to CBRE Group, Inc., except for being recourse to the single-purpose entities that held the real estate assets and were the primary obligors on the notes payable. 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.

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. 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 up to 50.0%. The following table represents the composition of investment in unconsolidated subsidiaries under equity method of accounting and fair value option (dollars in thousands):


Investment type	March 31, 2022		December 31, 2021
Real estate investments	$	502,983	$	453,813
Investment in Altus Power, Inc.:
Class A common stock (22 million shares)	163,460		229,900
Alignment shares (1)	73,016		114,727
Private placement warrants (2)	14,965		23,741
Subtotal	251,441		368,368
Other (3)	369,915		373,907
Total investment in unconsolidated subsidiaries	$	1,124,339	$	1,196,088

_______________

(1)The alignment shares, also known as Class B common shares, will automatically convert into Altus Class A common shares based on the achievement of certain total return thresholds on Altus Class A common shares as of the relevant measurement date over the seven fiscal years following the merger. As of March 31, 2022 (the first measurement date), 201,250 of alignment shares automatically converted into 2,011 shares of Class A common stock, which were issued on April 11, 2022.

(2)These warrants entitle us to purchase one share of Altus Class A common stock at $11.00 per share, subject to adjustment.

(3)Consists of our investments in Industrious and other non-public entities.

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


	Three Months Ended March 31,
	2022		2021
Revenue	$	581,115	$	555,856
Operating income	273,693		275,462
Net income (1)	1,452,847		368,217

_______________

(1)Included in net income 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.

Table of contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. Long-Term Debt and Short-Term Borrowings

Long-Term Debt

Long-term debt consists of the following (dollars in thousands):


	March 31, 2022		December 31, 2021
Senior term loan, with interest of 0.75% plus EURIBOR adj, due in full at maturity on December 20, 2023	$	442,625	$	455,166
4.875% senior notes due in 2026, net of unamortized discount	598,025		597,911
2.500% senior notes due in 2031, net of unamortized discount	492,961		492,782

Total long-term debt	1,533,611		1,545,859

Less: unamortized debt issuance costs	7,399		7,736
Total long-term debt, net of current maturities	$	1,526,212	$	1,538,123

We maintain credit facilities with third-party lenders, which we use for a variety of purposes. On March 4, 2019, CBRE Services, Inc. (CBRE Services) entered into an incremental assumption agreement with respect to its credit agreement, dated October 31, 2017 (such agreement, as amended by a December 20, 2018 incremental loan assumption agreement and such March 4, 2019 incremental assumption agreement, collectively, the 2019 Credit Agreement), which (i) extended the maturity of the U.S. dollar tranche A term loans under such credit agreement, (ii) extended the termination date of the revolving credit commitments available under such credit agreement and (iii) made certain changes to the interest rates and fees applicable to such tranche A term loans and revolving credit commitments under such credit agreement. The proceeds from the new tranche A term loan facility under the 2019 Credit Agreement were used to repay the $300.0 million of tranche A term loans outstanding under the credit agreement in effect prior to the entry into the 2019 incremental assumption agreement. On July 9, 2021, CBRE Services entered into an additional incremental assumption agreement with respect to the 2019 Credit Agreement for purposes of increasing the revolving credit commitments available under the 2019 Credit Agreement by an aggregate principal amount of $350.0 million (the 2019 Credit Agreement, as amended by the July 9, 2021 incremental assumption agreement is collectively referred to in this Quarterly Report as the 2021 Credit Agreement). On December 10, 2021, CBRE Services and certain of the other borrowers entered into an amendment of the 2021 Credit Agreement which (i) changed the interest rate applicable to revolving borrowings denominated in Sterling from a LIBOR-based rate to a rate based on the Sterling Overnight Index Average (SONIA) and (ii) changed the interest rate applicable to revolving borrowings denominated in Euros from a LIBOR-based rate to a rate based on EURIBOR. The revised interest rates described above went into effect as of January 1, 2022.

The 2021 Credit Agreement is a senior unsecured credit facility that is guaranteed by us. On May 21, 2021, we entered into a definitive agreement whereby our subsidiary guarantors were released as guarantors from the 2021 Credit Agreement. As of March 31, 2022, the 2021 Credit Agreement provided for the following: (1) a $3.15 billion revolving credit facility, which includes the capacity to obtain letters of credit and swingline loans and terminates on March 4, 2024 and (2) a €400.0 million term loan facility due and payable in full at maturity on December 20, 2023. The $300.0 million tranche A term loan facility that was also covered under this agreement was repaid on November 23, 2021.

On March 18, 2021, CBRE Services issued $500.0 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, but effectively subordinated to all of its current and future secured indebtedness. The 2.500