cbre-20240930

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 September 30, 2024


☐ 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 incorporation or organization)						(I.R.S. Employer Identification No.)

2121 North Pearl Street, Suite 300, 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 October 21, 2024 was 306,017,984.

Table of contents

FORM 10-Q

September 30, 2024

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION		Page

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets at September 30, 2024 and December 31, 2023	1

	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023	2

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023	3

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	4

	Consolidated Statements of Equity for the three and nine months ended September 30, 2024 and 2023	6

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54

Item 4.	Controls and Procedures	56

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	57

Item 1A.	Risk Factors	57

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

Item 5.	Other Information	57

Item 6.	Exhibits	58

Signatures		59

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CBRE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in millions, except share data)


	September 30, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	1,025	$	1,265
Restricted cash	132		106
Receivables, less allowance for doubtful accounts of $113 and $102 at September 30, 2024 and December 31, 2023, respectively	6,705		6,370
Warehouse receivables	1,438		675
Contract assets	496		443
Prepaid expenses	361		333
Income taxes receivable	157		159
Other current assets	302		315
Total Current Assets	10,616		9,666
Property and equipment, net of accumulated depreciation and amortization of $1,803 and $1,576 at September 30, 2024 and December 31, 2023, respectively	936		907
Goodwill	5,778		5,129
Other intangible assets, net of accumulated amortization of $2,483 and $2,179 at September 30, 2024 and December 31, 2023, respectively	2,372		2,081
Operating lease assets	1,122		1,030
Investments in unconsolidated subsidiaries (with $930 and $997 at fair value at September 30, 2024 and December 31, 2023, respectively)	1,334		1,374
Non-current contract assets	96		75
Real estate under development	457		300
Non-current income taxes receivable	68		78
Deferred tax assets, net	392		361
Other assets, net	1,674		1,547
Total Assets	$	24,845	$	22,548
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	3,851	$	3,562
Compensation and employee benefits payable	1,241		1,459
Accrued bonus and profit sharing	1,223		1,556
Operating lease liabilities	229		242
Contract liabilities	329		298
Income taxes payable	75		217
Warehouse lines of credit (which fund loans that U.S. Government Sponsored Enterprises have committed to purchase)	1,422		666
Revolving credit facility	683		—
Other short-term borrowings	4		16
Current maturities of long-term debt	38		9
Other current liabilities	335		218
Total Current Liabilities	9,430		8,243
Long-term debt, net of current maturities	3,277		2,804
Non-current operating lease liabilities	1,205		1,089
Non-current income taxes payable	—		30
Non-current tax liabilities	155		157
Deferred tax liabilities, net	253		255
Other liabilities	969		903
Total Liabilities	15,289		13,481

Equity:
CBRE Group, Inc. Stockholders’ Equity:
Class A common stock; $0.01 par value; 525,000,000 shares authorized; 306,010,388 and 304,889,140 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	3		3
Additional paid-in capital	—		—
Accumulated earnings	9,584		9,188
Accumulated other comprehensive loss	(895)		(924)
Total CBRE Group, Inc. Stockholders’ Equity	8,692		8,267
Non-controlling interests	864		800
Total Equity	9,556		9,067
Total Liabilities and Equity	$	24,845	$	22,548

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

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CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	9,036	$	7,868	$	25,363	$	22,999
Costs and expenses:
Cost of revenue	7,252		6,397		20,521		18,583
Operating, administrative and other	1,237		1,058		3,538		3,356
Depreciation and amortization	178		149		497		465

Total costs and expenses	8,667		7,604		24,556		22,404
(Loss) gain on disposition of real estate	(1)		5		12		18
Operating income	368		269		819		613
Equity (loss) income from unconsolidated subsidiaries	(4)		(13)		(77)		121
Other income	12		14		26		22
Interest expense, net of interest income	64		38		163		110

Income before provision for income taxes	312		232		605		646
Provision for income taxes	67		31		70		114
Net income	245		201		535		532
Less: Net income attributable to non-controlling interests	20		10		54		23
Net income attributable to CBRE Group, Inc.	$	225	$	191	$	481	$	509
Basic income per share:
Net income per share attributable to CBRE Group, Inc.	$	0.73	$	0.62	$	1.57	$	1.64
Weighted average shares outstanding for basic income per share	306,253,811		307,854,518		306,269,264		309,716,456
Diluted income per share:
Net income per share attributable to CBRE Group, Inc.	$	0.73	$	0.61	$	1.56	$	1.62
Weighted average shares outstanding for diluted income per share	308,305,013		312,221,133		308,281,111		313,944,855

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

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CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	245	$	201	$	535	$	532
Other comprehensive income (loss):
Foreign currency translation gain (loss)	178		(145)		63		(71)

Unrealized holding gains on available for sale debt securities, net of tax	1		—		4		—
Other, net of tax	1		1		—		7
Total other comprehensive income (loss)	180		(144)		67		(64)
Comprehensive income	425		57		602		468
Less: Comprehensive income (loss) attributable to non-controlling interests	64		(19)		92		20
Comprehensive income attributable to CBRE Group, Inc.	$	361	$	76	$	510	$	448

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

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CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in millions)


	Nine Months Ended September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	535	$	532
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	497		465
Amortization of financing costs	5		4
Gains related to mortgage servicing rights, premiums on loan sales and sales of other assets	(111)		(79)
Gain on disposition of real estate assets	(12)		(18)

Net realized and unrealized gains, primarily from investments	(10)		(4)
Provision for doubtful accounts	16		13
Net compensation expense for equity awards	112		73
Equity loss (income) from unconsolidated subsidiaries	77		(121)
Distribution of earnings from unconsolidated subsidiaries	43		189
Proceeds from sale of mortgage loans	7,479		7,081
Origination of mortgage loans	(8,212)		(7,611)
Increase in warehouse lines of credit	756		546
Tenant concessions received	21		8
Purchase of equity securities	(56)		(11)
Proceeds from sale of equity securities	80		10
Increase in real estate under development	(6)		—
Increase in receivables, prepaid expenses and other assets (including contract and lease assets)	(134)		(227)
Increase (decrease) in accounts payable and accrued expenses and other liabilities (including contract and lease liabilities)	68		(293)
Decrease in compensation and employee benefits payable and accrued bonus and profit sharing	(525)		(669)
Increase in net income taxes receivable/payable	(157)		(165)
Other operating activities, net	(98)		(96)
Net cash provided by (used in) operating activities	368		(373)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(214)		(211)
Acquisition of businesses, including net assets acquired and goodwill, net of cash acquired	(1,052)		(170)
Contributions to unconsolidated subsidiaries	(110)		(105)
Distributions from unconsolidated subsidiaries	48		28
Acquisition and development of real estate assets	(212)		(103)
Proceeds from disposition of real estate assets	6		55
Other investing activities, net	40		(31)
Net cash used in investing activities	(1,494)		(537)

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

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CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Dollars in millions)


	Nine Months Ended September 30,
	2024		2023
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility	3,213		3,836
Repayment of revolving credit facility	(2,530)		(3,341)
Proceeds from senior term loans	—		749
Repayment of senior term loans	—		(437)
Proceeds from notes payable on real estate	51		60
Repayment of notes payable on real estate	—		(39)
Proceeds from issuance of 5.500% senior notes	495		—
Proceeds from issuance of 5.950% senior notes	—		975
Repurchase of common stock	(110)		(646)
Acquisition of businesses (cash paid for acquisitions more than three months after purchase date)	(23)		(127)
Units repurchased for payment of taxes on equity awards	(105)		(54)
Non-controlling interest contributions	22		2
Non-controlling interest distributions	(39)		(1)
Other financing activities, net	(47)		(71)
Net cash provided by financing activities	927		906
Effect of currency exchange rate changes on cash and cash equivalents and restricted cash	(15)		(48)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(214)		(52)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT BEGINNING OF PERIOD	1,371		1,405
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF PERIOD	$	1,157	$	1,353
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	307	$	128
Income tax payments, net	$	351	$	383
Non-cash investing and financing activities:
Deferred and/or contingent consideration	$	15	$	—

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

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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
Balance at June 30, 2024	$	3	$	—	$	9,384	$	(1,031)	$	833	$	9,189
Net income	—		—		225		—		20		245
Compensation expense for equity awards	—		43		—		—		—		43
Units repurchased for payment of taxes on equity awards	—		(8)		—		—		—		(8)
Repurchase of common stock	—		(37)		(25)		—		—		(62)
Foreign currency translation gain	—		—		—		134		44		178

Unrealized holding gains on available for sale debt securities, net of tax	—		—		—		1		—		1
Contributions from non-controlling interests	—		—		—		—		5		5
Distributions to non-controlling interests	—		—		—		—		(9)		(9)

Deconsolidation of investments	—		—		—		—		(24)		(24)
Other	—		2		—		1		(5)		(2)
Balance at September 30, 2024	$	3	$	—	$	9,584	$	(895)	$	864	$	9,556


	CBRE Group, Inc. Stockholders’
	Class A common stock		Additional paid-in capital		Accumulated earnings		Accumulated other comprehensive loss		Non- controlling interests		Total
Balance at June 30, 2023	$	3	$	13	$	9,011	$	(929)	$	796	$	8,894
Net income	—		—		191		—		10		201
Compensation expense for equity awards	—		34		—		—		—		34
Units repurchased for payment of taxes on equity awards	—		—		(4)		—		—		(4)
Repurchase of common stock	—		(47)		(469)		—		—		(516)
Foreign currency translation loss	—		—		—		(116)		(29)		(145)




Other	—		—		(4)		1		—		(3)
Balance at September 30, 2023	$	3	$	—	$	8,725	$	(1,044)	$	777	$	8,461

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

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CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(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
Balance at December 31, 2023	$	3	$	—	$	9,188	$	(924)	$	800	$	9,067
Net income	—		—		481		—		54		535
Compensation expense for equity awards	—		112		—		—		—		112
Units repurchased for payment of taxes on equity awards	—		(54)		(51)		—		—		(105)
Repurchase of common stock	—		(76)		(34)		—		—		(110)
Foreign currency translation gain	—		—		—		25		38		63

Unrealized holding gains on available for sale debt securities, net of tax	—		—		—		4		—		4
Contributions from non-controlling interests	—		—		—		—		22		22
Distributions to non-controlling interests	—		—		—		—		(39)		(39)
Acquisition of non-controlling interests	—		—		—		—		22		22
Deconsolidation of investments	—		—		—		—		(24)		(24)
Other	—		18		—		—		(9)		9
Balance at September 30, 2024	$	3	$	—	$	9,584	$	(895)	$	864	$	9,556


	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, 2022	$	3	$	—	$	8,833	$	(983)	$	753	$	8,606
Net income	—		—		509		—		23		532
Compensation expense for equity awards	—		73		—		—		—		73
Units repurchased for payment of taxes on equity awards	—		(17)		(37)		—		—		(54)
Repurchase of common stock	—		(47)		(583)		—		—		(630)
Foreign currency translation loss	—		—		—		(68)		(3)		(71)


Contributions from non-controlling interests	—		—		—		—		2		2
Distributions to non-controlling interests	—		—		—		—		(1)		(1)
Other	—		(9)		3		7		3		4
Balance at September 30, 2023	$	3	$	—	$	8,725	$	(1,044)	$	777	$	8,461

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

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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, 2023, which are included in our 2023 Annual Report on Form 10-K (2023 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 2023 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.

2. New Accounting Pronouncements

Recent Accounting Pronouncements Pending Adoption

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This update enhances reportable segment disclosures by requiring a public entity to: 1) disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, 2) disclose, on an annual and interim basis, an amount of other segment items by reportable segment and a description of its composition, 3) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, 4) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and 5) provide all the disclosures required by this update and all existing segment disclosures in Topic 280 if the entity has a single reportable segment. This ASU also clarifies that, in addition to the measure that is most consistent with the measurement principles under GAAP, a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued 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.

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. J&J Worldwide Services Acquisition

On February 27, 2024, we acquired a 100% ownership interest in J&J Worldwide Services (J&J), a leading provider of engineering services, base support operations and facilities maintenance for the U.S. federal government. J&J primarily serves the U.S. Department of Defense through long-term, fixed-price contracts and is reported as part of our Global Workplace Solutions (GWS) segment. The acquisition is consistent with key elements of our M&A strategy that focus on enhancing our technical services capabilities, increasing revenue resilience and secular growth, and expanding our government client base within our GWS segment.

The J&J 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 a new issuance in February 2024 of $500 million in aggregate principal amount of 5.500% senior notes due April 1, 2029; (ii) borrowings under our existing revolving credit facility under our 2023 Credit Agreement; and (iii) cash on hand. See Note 8 for more information on the above-mentioned debt instruments.

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


Cash consideration	$	808
Deferred and contingent consideration	11
Total consideration	$	819

The purchase price included $7 million of contingent consideration, representing the acquisition date fair value recognized for up to $250 million gross of potential future earnout payments based on the achievement of certain performance thresholds during calendar years 2025 and 2026.

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


Purchase price	$	819
Less: Estimated fair value of net assets acquired (see table below)	347
Excess purchase price over estimated fair value of net assets acquired	$	472

The preliminary purchase accounting adjustments related to the J&J acquisition have been recorded in the accompanying consolidated financial statements. 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 J&J acquisition consists largely of the synergies and opportunities to deliver premier engineering services, base support operations and facilities maintenance services. Of the goodwill generated, approximately $115 million is deductible for tax purposes.

The acquired assets and assumed liabilities of J&J were recorded at their estimated fair values. 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. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined. Any such adjustments may be material.

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table summarizes the preliminary fair values assigned to the identified assets acquired and liabilities assumed at the acquisition date on February 27, 2024 (dollars in millions):


Assets Acquired:
Cash and cash equivalents	$	26

Receivables, net	91
Contract assets	19
Prepaid expenses	2
Other current assets	2
Property and equipment, net	11
Other intangible assets, net	297
Operating lease assets	6
Investments in unconsolidated subsidiaries	20
Other assets, net	9
Total assets acquired	483
Liabilities Assumed:
Accounts payable and accrued expenses	54
Compensation and employee benefits payable	8
Contract liabilities	1
Income taxes payable	1
Other current liabilities	3
Non-current operating lease liabilities	3
Deferred tax liabilities, net	57
Other liabilities	3
Total liabilities assumed	130
Non-controlling Interest Acquired	6
Estimated Fair Value of Net Assets Acquired	$	347

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


				As of September 30, 2024
Asset Class	Amortization Period	Amount Assigned at Acquisition Date		Accumulated Amortization		Net Carrying Value
Customer relationships	9-12 years	$	174	$	9	$	165
Backlog	4-6 years	111		15		96
Trademark	3 years	10		2		8
Technology	5 years	2		—		2

The accompanying consolidated statements of operations for the three months ended September 30, 2024 includes revenue, operating loss and net loss of $115 million, $3 million and $5 million, respectively, and for the nine months ended September 30, 2024 includes revenue, operating loss and net loss of $262 million, $8 million and $8 million, respectively, attributable to the J&J acquisition. This does not include the total direct transaction and integration costs of $17 million, $1 million, and $4 million incurred during the first, second and third quarters of 2024, respectively, in connection with the J&J acquisition, which are included in the unaudited pro forma results.

The fair value of customer relationships and backlog 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.

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The fair value of the trademark and the existing technology 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.

Unaudited pro forma results, assuming the J&J acquisition had occurred as of January 1, 2023 for purposes of the pro forma disclosures for the three and nine months ended September 30, 2024 and 2023 are presented below. They include certain adjustments for increased amortization expense related to the intangible assets acquired (approximately $5 million for the three months ended September 30, 2023, and approximately $3 million and $14 million for the nine months ended September 30, 2024 and 2023, respectively) as well as increased interest expense related to the long-term financing ($7 million for the three months ended September 30, 2023, and approximately $4 million and $21 million for the nine months ended September 30, 2024 and 2023, respectively). Direct transaction and integration costs of $4 million incurred during the third quarter of 2024, $1 million incurred during the second quarter of 2024, $17 million incurred during the first quarter of 2024, and $2 million incurred during the fourth quarter of 2023 as well as the tax impact of all pro forma adjustments are also included in the unaudited pro forma results.

These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the J&J acquisition occurred on January 1, 2023 and may not be indicative of future operating results (dollars in millions, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	9,036	$	7,986	$	25,434	$	23,341
Operating income	373		272		833		581
Net income attributable to CBRE Group, Inc.	229		190		490		469
Basic income per share:
Net income per share attributable to CBRE Group, Inc.	$	0.75	$	0.62	$	1.60	$	1.51
Weighted average shares outstanding for basic income per share	306,253,811		307,854,518		306,269,264		309,716,456
Diluted income per share:
Net income per share attributable to CBRE Group, Inc.	$	0.74	$	0.61	$	1.59	$	1.49
Weighted average shares outstanding for diluted income per share	308,305,013		312,221,133		308,281,111		313,944,855

Other acquisitions

During the nine months ended September 30, 2024, the company completed six in-fill business acquisitions, including two in the Advisory Services segment and four in the GWS segment, with an aggregate purchase price of approximately $295 million in cash and non-cash consideration. Assets acquired and liabilities assumed are primarily working capital in nature. The results of operations of all acquisitions completed during the nine months ended September 30, 2024 have been included in the company’s consolidated financial results since their respective acquisition dates. These acquisitions were not significant in relation to the company’s consolidated financial results and, therefore, pro-forma financial information has not been presented.

The following table identifies the company’s allocation of purchase price to goodwill and other intangible assets by category (dollars in millions):


	Amount Assigned at Acquisition Date		Weighted-Average Life (in years)
Goodwill	$	114	N/A
Customer relationships	146		12 years
Other intangible assets	8		4 years
Total	$	268

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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 elect the fair value option for all warehouse receivables. At September 30, 2024 and December 31, 2023, 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 rollforward of our warehouse receivables is as follows (dollars in millions):


Beginning balance at December 31, 2023	$	675
Origination of mortgage loans	8,212
Gains (premiums on loan sales)	21
Proceeds from sale of mortgage loans:
Sale of mortgage loans	(7,458)
Cash collections of premiums on loan sales	(21)
Proceeds from sale of mortgage loans	(7,479)
Net increase in mortgage servicing rights included in warehouse receivables	9
Ending balance at September 30, 2024	$	1,438

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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 September 30, 2024 and December 31, 2023 (dollars in millions):


			September 30, 2024				December 31, 2023
Lender	Current Maturity	Pricing	Maximum Facility Size		Carrying Value		Maximum Facility Size		Carrying Value
JP Morgan Chase Bank, N.A. (JP Morgan)	12/13/2024	daily floating Secured Overnight Financing Rate (SOFR) plus 1.50%, with a SOFR adjustment of 0.05%	$	1,335	$	948	$	1,335	$	613
JP Morgan (Business Lending Activity)	12/13/2024	daily floating SOFR plus 2.75%, with a SOFR adjustment of 0.05%	15		—		15		—
Fannie Mae Multifamily As Soon As Pooled Plus Agreement and Multifamily As Soon As Pooled Sale Agreement (ASAP) Program	Cancelable anytime	daily floating SOFR plus 1.45%, with a SOFR floor of 0.25%	650		69		650		7
TD Bank, N.A. (TD Bank) (1)	7/15/2025	daily floating SOFR plus 1.25%, with a SOFR adjustment of 0.10%	600		70		600		28
Bank of America, N.A. (BofA) (2)	5/21/2025	daily floating SOFR plus 1.25%, with a SOFR adjustment of 0.10%	350		335		350		18
BofA (2)	5/21/2025	daily floating SOFR plus 1.25%, with a SOFR adjustment of 0.10%	250		—		250		—

			$	3,200	$	1,422	$	3,200	$	666

________________________________________________________________________________________________________________________________________

(1)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. As of September 30, 2024, the uncommitted $300 million temporary line of credit was not utilized.

(2)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 nine months ended September 30, 2024, we had a maximum of $1.7 billion of warehouse lines of credit principal outstanding.

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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 (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 September 30, 2024 and December 31, 2023, our maximum exposure to loss related to the VIEs that are not consolidated was as follows (dollars in millions):


	September 30, 2024		December 31, 2023
Investments in unconsolidated subsidiaries	$	190	$	165

Co-investment commitments	39		58
Maximum exposure to loss	$	229	$	223

6. 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 2023 Annual Report.

The following tables present the fair value of assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (dollars in millions):


	As of September 30, 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	17		—		—		17
Investments in unconsolidated subsidiaries	78		—		468		546
Warehouse receivables	—		1,438		—		1,438
Other assets	—		—		37		37
Total assets at fair value	$	98	$	1,478	$	505	$	2,081

Liabilities
Contingent consideration	—		—		37		37
Other liabilities	—		14		—		14
Total liabilities at fair value	$	—	$	14	$	37	$	51

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	As of December 31, 2023
	Fair Value Measured and Recorded Using
	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. treasury securities	$	12	$	—	$	—	$	12
Debt securities issued by U.S. federal agencies	—		11		—		11
Corporate debt securities	—		44		—		44
Asset-backed securities	—		1		—		1

Total available for sale debt securities	12		56		—		68
Equity securities	41		—		—		41
Investments in unconsolidated subsidiaries	168		—		477		645
Warehouse receivables	—		675		—		675
Other assets	—		—		16		16
Total assets at fair value	$	221	$	731	$	493	$	1,445

Liabilities
Contingent consideration	—		—		36		36
Other liabilities	—		5		—		5
Total liabilities at fair value	$	—	$	5	$	36	$	41

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 $143 million related to capital investments as of both September 30, 2024 and December 31, 2023 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 September 30, 2024 and December 31, 2023, 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). These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of inputs are readily observable.

As of September 30, 2024 and December 31, 2023, investments in unconsolidated subsidiaries at fair value using NAV were $384 million and $352 million, respectively, and investments at fair value using NAV which are not accounted for under the equity method were $20 million and $19 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.

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 June 30, 2024	$	457	$	31	$	40
Transfer in (out)	—		—		—
Net change in fair value	11		2		1
Purchases / Additions	—		4		—
Sales / Payments	—		—		(4)
Balance as of September 30, 2024	$	468	$	37	$	37

Balance as of December 31, 2023	$	477	$	16	$	36
Transfer in (out)	—		—		—
Net change in fair value	(9)		12		(2)
Purchases / Additions	—		9		9
Sales / Payments	—		—		(6)
Balance as of September 30, 2024	$	468	$	37	$	37

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 (loss) income from unconsolidated subsidiaries
Other assets (liabilities)						Other income
Contingent consideration (short-term)						Accounts payable and accrued expenses
Contingent consideration (long-term)						Other liabilities

The table below presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments as of September 30, 2024:


	Valuation Technique	Unobservable Input	Range		Weighted Average
Investment in unconsolidated subsidiaries	Discounted cash flow	Discount rate	17	%	—

	Monte Carlo	Volatility	35% - 61%		37	%

		Discount rate	25	%	—

Other assets	Discounted cash flow	Discount rate	17	%	—

Contingent consideration	Monte Carlo	Volatility	21	%	—
		Discount rate	5	%	—
	Discounted estimated payments	Discount rate	5% - 6%		6	%

During the three and nine months ended September 30, 2024, we recorded non-cash asset impairment charges of $9 million related to one of our equity method investments. There were no asset impairment charges or other significant non-recurring fair value measurement adjustments recorded during the three and nine months ended September 30, 2023.

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.

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

•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).

•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. 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 Monte Carlo and discounted cash flows. The valuation of Altus’ common shares and alignment shares are dependent on its stock price which could be volatile and subject to wide fluctuations in response to various market conditions. Transfer out activities from level 3 represents annual conversion of a portion of our alignment shares in Altus to its common shares (see Note 7).

•Available for Sale Debt Securities – Primarily held by our wholly-owned captive insurance co