Sentences and paragraphs of CBRE's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-14.
Each links to the text at sec.gov.
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RemovedRisk Factors
As of December 31, 2024, we had over $1.4 billion invested in certain companies and projects that we do not control that were accounted for under the cost/measurement alternative method of accounting, equity method or fair value. These investments are subject to risks related to the businesses in which we invest, which may be different than the risks inherent in our own business. Factors beyond our control may significantly influence the value of these investments and may cause their fair value to decrease or adversely impact our ability to recognize a gain on such investments. These factors include decisions made by management or controlling stockholders of such businesses, who may have interests different than those of CBRE, and instability in the capital markets. Any of these factors, among others, could cause an impairment, realized and/or unrealized losses in future periods, which could have an adverse effect on our financial condition and results of operations. In the future, we may acquire more equity investments that are not consolidated, which could increase our exposure to the risks described above.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedRisk Factors
Our credit agreements require us to maintain a minimum interest coverage ratio of consolidated EBITDA (as defined in the applicable credit agreement) to consolidated interest expense (as defined in the applicable credit agreement) and a maximum leverage ratio of total debt (as defined in the applicable credit agreement) less available cash (as defined in the applicable credit agreement) to consolidated EBITDA as of the end of each fiscal quarter.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
We have undertaken to implement what we believe to be best practices to safeguard the health, safety and security of our employees, employees (including members of our executive leadership team who may be subject to heightened security risks by virtue of their roles), independent contractors, clients and others at our worksites.
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RewordedRisk Factors
The rapid evolution and increased adoption of AI technologies may intensify these security risks. risks, and the emergence and maturation of AI capabilities may also lead to new and/or more sophisticated methods of attack.
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RewordedRisk Factors
If we are unable to maintain current information technology and processes or encounter delays, or fail to exploit leverage new technologies, technologies or address concerns relating to the responsible use of new technology, including AI, in our services, then the execution of our business plans may be disrupted.
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RewordedRisk Factors
We are unable to predict how any of these new laws, rules, regulations and proposals will be implemented or in what form, or whether any additional or similar changes to laws or regulations, including the interpretation or implementation thereof, will occur in the future.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
Our The global nature of our operations are subject us to international social, political political, legal and economic risks in foreign countries. across a number of jurisdictions.
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RewordedRisk Factors
Our businesses could also suffer from geopolitical or economic disruptions (or the perception that such disruptions may occur) or interest rate or currency fluctuations that affect interest rates, fluctuations, capital availability and cost, changes in cost of capital, or heighten heightened financial, market or regulatory uncertainty.
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RewordedRisk Factors
Should we fail to accurately assess working capital requirements, or if we are unable to enforce timely payment from clients in accordance with our contractual terms, the cash flows generated by this business may be adversely impacted.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
Further, new and emerging regulatory initiatives, particularly in the EU, U.K. U.K., Australia and California, related to climate change and sustainability matters, could adversely affect our business, including, for example, the EU Corporate Sustainability Reporting Directive, the EU Corporate Sustainability Due Diligence Directive, and Taskforce on Climate-related Financial Disclosures (TCFD)-aligned disclosure reporting requirements in the U.K. and other some jurisdictions.
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RewordedRisk Factors
As of December 31, 2024, 2025, we are required to comply with the GDPR European Union General Data Protection Regulation (GDPR) as well as the U.K. United Kingdom (U.K.) equivalent and other global data protection laws (including in Switzerland, Japan, Singapore, China, India, United Arab Emirates, Australia, and Brazil), the implementation of which exposes us to parallel data protection regimes, each of which potentially authorizes similar fines and other enforcement actions for certain violations.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
Statements about our sustainability initiatives and goals, and progress against those goals, reflect our current plans, which are based on evolving standards for measuring progress that are still developing, progress, internal controls and processes that continue to evolve, mature, and assumptions regarding key dependencies that are beyond our control and subject to change in the future.
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RewordedRisk Factors
These risks have been heightened in connection with the ongoing conflict between Russia and Ukraine and Ukraine, instability in the Middle East. East, and rising tensions in East Asia, including China.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
The operating environment for commercial real estate improved considerably in 2025. This is evident in markedly increased property leasing and sales activity compared with 2024 levels. Occupier demand for office, industrial and data center space in the U.S. was notably strong throughout the year. Broader capital availability, lower borrowing costs and improved occupancy market fundamentals buoyed investor sentiment and led to increased real estate sales and financing activity in 2025. Large occupiers’ growing appetite for outsourcing services continued to underpin demand for facilities management and project management activities.
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AddedMD&A
We deployed approximately $2.7 billion of capital in 2025. Our largest deployments for the year were approximately $1.2 billion for the acquisition of Pearce, a leading provider of advanced technical services for digital and power infrastructure, and approximately $468 million to acquire the remaining 60% equity interest in Industrious, a flexible-workplace solutions and workplace experience platform. In addition, we deployed $956 million in 2025 to repurchase 7,052,481 shares.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
(2)Pass-through costs represent certain costs incurred associated with subcontracted third-party vendor work performed for clients. These costs are reimbursable by clients and the corresponding amounts owed are reflected within Revenue.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
Revenue increased 13.4%, reflecting double-digit growth across the Advisory Services, BOE and Project Management segments, partially offset by a decrease in revenue in the REI segment.
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AddedMD&A
deem certain top-up taxes to be zero in jurisdictions with qualifying minimum tax regimes, such as the United States. We will continue to monitor additional administrative guidance and legislative action to incorporate the guidance into local law to assess the global impact of the Pillar Two Model Rules. The impact of Pillar Two top-up taxes was insignificant for 2025.
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AddedMD&A
(2)Transactional businesses include property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees.
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AddedMD&A
In connection with the transactions described above, we organized our operations around, and publicly report our financial results for, four reportable business segments: (1) Advisory Services; (2) BOE; (3) Project Management; and (4) REI.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
Advisory Services provides a comprehensive range of services globally, including leasing, capital markets (property sales and loan origination), loan servicing, and valuation. BOE provides a broad suite of integrated, contractually based outsourcing services to occupiers and owners of real estate, including facilities management and property management. Our Project Management business delivers program management, project management and cost consultancy services across commercial real estate, infrastructure and natural resources sectors. REI is a major real assets developer, investor and operator and is comprised of two businesses: investment management and development services.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
(2)Pass-through costs represent certain costs incurred associated with subcontracted third-party vendor work performed for clients. These costs are reimbursable by clients and the corresponding amounts owed are reflected within Revenue.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
Revenue increased 14.4% for the year ended December 31, 2025 as compared to the same period in 2024. Property sales revenue increased 20.0%, led by office, industrial, land and data centers in the U.S., APAC and Europe. Global leasing revenue rose 15.5%, led by industrial, data centers, and office leasing driven by Americas including 16.1% in the United States, EMEA which grew 15.9% and the United Kingdom, which grew 15.6%.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
(2)Pass-through costs represent certain costs incurred associated with subcontracted third-party vendor work performed for clients. These costs are reimbursable by clients and the corresponding amounts owed are reflected within Revenue.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
(3)In 2025, management made the decision to wind down certain businesses within the BOE Segment.
Read it in 10-K 2026-02-12 at sec.gov ↗
RemovedMD&A
The operating environment for commercial real estate improved in 2024, particularly in the second half of the year. This was most prominently evident in real estate leasing markets. A healthy economic outlook and improved return-to-office momentum made companies increasingly confident to move forward with office leasing plans. Demand was particularly strong for the highest-quality space and expanded from primary to secondary markets as the year progressed. Improved capital availability and lower borrowing costs – along with the perception that interest rates would fall further – buoyed investor sentiment and led to increased real estate sales and financing activity in the second half of 2024. These factors also improved the operating backdrop for development and investment asset sales late in the year. Meanwhile, outsourcing services continued to gain favor with major corporations and other large occupiers of space, boosting demand for facilities and project management services.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
We allocated significant capital last year on projects designed to enhance our capabilities, augment our growth profile and expand our total addressable market. Our capital deployment totaled approximately $1.8 billion, and included $1.1 billion in M&A and other strategic investments, including the acquisition of J&J Worldwide Services, a provider of outsourcing
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
services to the U.S. federal government and Direct Line Global, which provides technical data center management. In addition, we deployed $644 million in share buybacks (repurchasing 5,110,624 shares).
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
The revenue increase reflected growth in leasing activity, particularly for office and retail space, commercial mortgage origination, loan servicing, property management, and continued strong growth in the GWS segment, which benefited from strong new business activity, contract expansions, and acquisitions. We began to see an increase in property sales in our Advisory Services segment in the second half of 2024. Revenue increased in the REI segment, driven by higher incentive and development fees.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Revenue increased 13.0% in 2024 as compared to the same period in 2023. Global leasing revenue rose 12.2% driven by the Americas which grew 13.3%, including 15.8% in the United States, APAC which grew 10.6% and the United Kingdom, which grew 10.5%. Property sales revenue was up 10.1%, reflecting an increase in property sales in the second half of 2024. The company’s loan origination business benefited from higher loan fees, partially offset by a decrease in interest earnings on escrow balances. Property management also grew solidly, up 15.4%, fueled by growth across regions and in the U.S. and continued growth from the Brookfield portfolio. Foreign currency translation had a 0.2% negative impact on total revenue in 2024, primarily driven by weakness in the Japanese yen and Brazilian real, partially offset by strength in the British pound sterling.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
In connection with the origination and sale of mortgage loans with servicing rights retained, we record servicing assets or liabilities based on the fair value of mortgage servicing rights (MSRs) on the date the loans are sold. Upon origination of a mortgage loan held for sale, the fair value of the mortgage servicing rights to be retained is included in the forecasted proceeds from the anticipated loan sale and results in a net gain (which is reflected in revenue). Our MSRs are initially recorded at fair value. Subsequent to the initial recording, MSRs are amortized in proportion to and over the period that the servicing income is expected to be received based on projections and timing of estimated future net cash flows and assessed for impairment based on the fair value each reporting period.
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RemovedMD&A
Other income was $5 million in 2024 versus $46 million in 2023. In 2023, we recognized a one-time gain of approximately $34 million associated with remeasuring an investment in an unconsolidated subsidiary to fair value as of the date the remaining controlling interest was acquired.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Depreciation and amortization expense increased 26.7%, primarily due to increased amortization expense on intangibles related to the J&J Worldwide Services and certain other in-fill acquisitions.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
We recorded equity loss of approximately $134 million in 2024 versus an equity income of $27 million in 2023. This reflects lower value of our investments, primarily driven by our investments in Altus and Industrious, partially offset by equity income from investments in other unconsolidated subsidiaries.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
(7)As of December 31, 2024, we have a remaining federal tax liability of $30 million associated with the Transition Tax on mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. We are paying the federal tax liability for the Transition Tax in annual interest-free installments over a period of eight years through 2025 as allowed by the Tax Act. The next installment is due in 2025 for the 2024 fiscal year.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Our 5.950% senior notes, 5.500% senior notes, 4.875% senior notes and 2.500% senior notes are fully and unconditionally guaranteed by CBRE Group, Inc.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Net revenue is gross revenue less costs largely associated with subcontracted vendor work performed for clients and is passed through to the client generally with no margin. Segment operating profit on revenue margin is computed by dividing segment operating profit by revenue and provides a comparable profitability measure against our peers. Segment operating profit on net revenue margin is computed by dividing segment operating profit by net revenue and is a better indicator of the segment’s margin since it does not include the diluting effect of pass-through revenue which generally has no margin.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2025 2024 2023 Net revenue Revenue from resilient business lines Facilities management $ 6,907 20,645 $ 5,806 18,232 Property management 2,123 1,840 2,579 1,976 Project management 3,433 3,124 7,657 6,809 Valuation 815 751 716 Loan servicing 331 317 503 497 Other portfolio services 354 389 Recurring investment management fees (1) 559 537 539 Total net revenue Revenue from resilient business lines 14,082 12,342 Pass-through costs also recognized as revenue 14,899 13,673 33,112 29,191 Revenue from transactional business lines (2) 7,488 6,593 Corporate, other and eliminations (50) (17) Total revenue from resilient business lines $ 28,981 40,550 $ 26,015 35,767
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
Pass-through costs (2) 12,529 53.9% 11,168 55.3% Cost of revenue 22,703 90.3% 20,345 90.4% revenue, excluding pass-through costs 8,370 36.0% 7,066 35.0% Operating, administrative and other 1,327 5.3% 1,242 5.5% 1,353 5.8% 1,194 5.9% Depreciation and amortization 332 1.3% 262 269 1.2% 234 1.2% Total costs and expenses 24,362 96.9% 21,849 97.1% 22,521 97.0% 19,662 97.3% Operating income 778 3.1% 666 2.9% 703 3.0% 546 2.7% Equity (loss) income from unconsolidated subsidiaries (3) (11) 0.0% 1 6 0.0% Other income 3 11 0.0% 2 4 0.0% Add-back:
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RewordedMD&A
Carried interest incentive compensation expense (reversal) to align with the timing of associated revenue 10 1.1% 8 0.8% (7) (0.8)% Net results related to the wind-down of certain businesses (2) 44 5.0% — 0.0% Costs associated with efficiency and cost-reduction initiatives 1 0.1% 3 0.3% 21 2.3% Provision associated with Telford’s fire safety remediation efforts 132 15.0% 33 3.2% — 0.0% Segment operating profit and segment operating profit on revenue margin $ 324 $ 261 25.1% $ 239 25.1%
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RewordedMD&A
Amount of Other Commitments Other Commitments Total Less than 1 year Self-insurance reserves (6) $ 197 218 $ 197 Tax liabilities 218 Co-investments (7) 30 30 Co-investments (8) (9) 272 142 126 Letters of credit (8) 272 272 (7) 308 308 Guarantees (8) (10) 211 211 (7) (9) 203 203 Telford’s fire safety remediation provision (11) 204 102 (10) 321 126 Total other commitments $ 1,186 1,322 $ 954 981
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RewordedMD&A
Cost of revenue 161 18.3% 224 21.6% 186 19.5% Operating, administrative and other 1,061 120.7% 862 83.0% 784 82.4% Depreciation and amortization 12 1.4% 13 1.3% 15 1.6% Total costs and expenses 1,234 140.4% 1,099 105.9% 985 103.5% Gain on disposition of real estate 432 49.1% 142 13.7% 27 2.9% Operating income (loss) 77 8.8% 81 7.8% (6) (0.6)% Equity income from unconsolidated subsidiaries 48 5.5% 117 11.3% 216 22.6% Other income — 0.0% 6 0.6% — 0.0% Add-back:
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RewordedMD&A
Payments Due by Period Contractual Obligations Total Less than 1 year Total gross long-term debt (1) $ 3,320 5,181 $ 36 71 Short-term borrowings (2) 906 906 2,465 2,465 Operating leases (3) 2,576 199 Financing 3,677 336 Finance leases (3) 432 43 509 72 Total gross notes payable on real estate (4) 200 100 202 87 Deferred purchase consideration (5) 276 207 129 99 Total contractual obligations $ 7,710 12,163 $ 1,491 3,130
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RewordedMD&A
Foreign currency translation had a 0.9% 0.8% positive impact on total revenue during the year ended December 31, 2024, revenue, primarily driven by strength in British pound sterling. the Swiss franc and Singapore dollar, and partially offset by weakness in the Indian rupee.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
We did not incur any impairment losses as a result of our 2024 annual impairment tests, tests performed in 2025, as it was determined that the fair value of the reporting units exceed the carrying value as of the date quantitative tests were performed and it is more likely than not that the estimated fair values of our reporting units and indefinite-lived intangible assets were substantially in excess of their carrying values as of December 31, 2024. 2025.
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RewordedMD&A
As more fully described in Note 22 – Telford Fire Safety Remediation of the Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report, on March 16, 2023, Telford Homes entered into a legally binding agreement with the U.K. government, under which Telford Homes will (1) government to take responsibility for performing or funding remediation works relating to certain life-critical fire-safety issues on all Telford Homes-constructed buildings of 11 meters in height or greater in England constructed in the last 30 years (in-scope buildings) and (2) withdraw Telford Homes-developed buildings from the government-sponsored Building Safety Fund (BSF) and Aluminum Composite Material (ACM) Funds funds or reimburse the government funds for the cost of remediation of in-scope buildings. remediation.
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RewordedMD&A
Current assets $ 29 $ 7 $61 $29 Non-current assets 1,755 1,730 1,733 Total assets 1,759 1,740 $1,816 $1,759 Current liabilities $ 1,072 $ 48 $908 $1,072 Non-current liabilities (1) 5,817 2,994 12,364 11,506 Total liabilities (1) 6,889 3,042 $13,272 $12,578
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
Cost of revenue revenue, excluding pass-through costs increased 12.2%, 16.7% during the year ended December 31, 2024 2025 as compared to the same period in 2023 2024 primarily due to revenue growth, growth consisting of higher pass-through costs, higher commission expense and employee compensation, and as well as higher indirect reimbursed costs.
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RewordedMD&A
Cost of revenue (2) 7 26 (3) Operating, administrative and other 762 723 460 Depreciation and amortization 70 57 56 Total costs and expenses 839 806 513 Gain on disposition of real estate 27 — Operating loss (862) (823) (530) Equity income (loss) income from unconsolidated subsidiaries 3 (134) 27 Other income — 25 13 Add-back:
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Quiet changesMD&A
We may engage a third-party valuation firm to assist us in identifying and determining the fair values value of intangible assets acquired.
Read it in 10-K 2026-02-12 at sec.gov ↗