19. Guarantor and Nonguarantor Financial Statements

The following condensed consolidating financial information includes condensed consolidating balance sheets as of December 31, 2016 and 2015 and condensed consolidating statements of operations, condensed consolidating statements of comprehensive income (loss) and condensed consolidating statements of cash flows for the years ended December 31, 2016, 2015 and 2014 of:

•

CBRE Group, Inc., as the parent; CBRE Services, as the subsidiary issuer; the guarantor subsidiaries; the nonguarantor subsidiaries;

•

Elimination entries necessary to consolidate CBRE Group, Inc., as the parent, with CBRE Services and its guarantor and nonguarantor subsidiaries; and

•

CBRE Group, Inc., on a consolidated basis.

Investments in consolidated subsidiaries are presented using the equity method of accounting. The principal elimination entries eliminate investments in consolidated subsidiaries and intercompany balances and transactions.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2016

(Dollars in thousands)


	Parent		CBRE		Guarantor Subsidiaries		Nonguarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current Assets:
Cash and cash equivalents	$	7	$	16,889	$	264,121	$	481,559	$	—		$	762,576
Restricted cash		—		—		6,967		61,869		—			68,836
Receivables, net		—		—		943,028		1,662,574		—			2,605,602
Warehouse receivables (1)		—		—		687,454		588,593		—			1,276,047
Income taxes receivable		1,915		17,364		8,170		37,456		(19,279	)		45,626
Prepaid expenses		—		—		78,296		105,811		—			184,107
Other current assets		—		1,421		64,576		113,659		—			179,656

Total Current Assets		1,922		35,674		2,052,612		3,051,521		(19,279	)		5,122,450
Property and equipment, net		—		—		395,749		165,007		—			560,756
Goodwill		—		—		1,669,683		1,311,709		—			2,981,392
Other intangible assets, net		—		—		793,525		617,514		—			1,411,039
Investments in unconsolidated subsidiaries		—		—		189,455		42,783		—			232,238
Investments in consolidated subsidiaries		4,226,629		4,076,265		2,314,549		—		(10,617,443	)		—
Intercompany loan receivable		—		2,684,421		700,000		—		(3,384,421	)		—
Deferred tax assets, net		—		—		72,325		90,334		(57,335	)		105,324
Other assets, net		—		22,229		240,707		103,452		—			366,388

Total Assets	$	4,228,551	$	6,818,589	$	8,428,605	$	5,382,320	$	(14,078,478	)	$	10,779,587

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	—	$	30,049	$	409,470	$	1,006,919	$	—		$	1,446,438
Compensation and employee benefits payable		—		626		402,719		369,577		—			772,922
Accrued bonus and profit sharing		—		—		506,715		383,606		—			890,321
Income taxes payable		—		—		40,946		36,684		(19,279	)		58,351
Short-term borrowings:
Warehouse lines of credit (which fund loans that U.S. Government Sponsored Entities have committed to purchase) (1)		—		—		680,473		574,180		—			1,254,653
Other		—		—		16		—		—			16

Total short-term borrowings		—		—		680,489		574,180		—			1,254,669
Current maturities of long-term debt		—		—		—		11		—			11
Other current liabilities		—		—		81,590		21,127		—			102,717

Total Current Liabilities		—		30,675		2,121,929		2,392,104		(19,279	)		4,525,429
Long-Term Debt, net:
Long-term debt, net		—		2,548,123		—		3		—			2,548,126
Intercompany loan payable		1,214,064		—		1,916,675		253,682		(3,384,421	)		—

Total Long-Term Debt, net		1,214,064		2,548,123		1,916,675		253,685		(3,384,421	)		2,548,126
Deferred tax liabilities, net		—		—		—		128,054		(57,335	)		70,719
Non-current tax liabilities		—		—		53,422		620		—			54,042
Other liabilities		—		13,162		260,314		250,550		—			524,026

Total Liabilities		1,214,064		2,591,960		4,352,340		3,025,013		(3,461,035	)		7,722,342

Commitments and contingencies		—		—		—		—		—			—

Equity:
CBRE Group, Inc. Stockholders’ Equity		3,014,487		4,226,629		4,076,265		2,314,549		(10,617,443	)		3,014,487
Non-controlling interests		—		—		—		42,758		—			42,758

Total Equity		3,014,487		4,226,629		4,076,265		2,357,307		(10,617,443	)		3,057,245

Total Liabilities and Equity	$	4,228,551	$	6,818,589	$	8,428,605	$	5,382,320	$	(14,078,478	)	$	10,779,587

(1)

Although CBRE Capital Markets is included among our domestic subsidiaries that jointly and severally guarantee our 5.00% senior notes, 4.875% senior notes, 5.25% senior notes and our 2015 Credit Agreement, a substantial majority of warehouse receivables funded under BofA, Fannie Mae ASAP, JP Morgan, Capital One and TD Bank lines of credit are pledged to BofA, Fannie Mae, JP Morgan, Capital One and TD Bank, and accordingly, are not included as collateral for these notes or our other outstanding debt.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2015

(Dollars in thousands)


	Parent		CBRE		Guarantor Subsidiaries		Nonguarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current Assets:
Cash and cash equivalents	$	5	$	8,479	$	147,410	$	384,509	$	—		$	540,403
Restricted cash		—		—		6,421		66,343		—			72,764
Receivables, net		—		—		860,776		1,610,964		—			2,471,740
Warehouse receivables (1)		—		—		1,397,094		370,013		—			1,767,107
Income taxes receivable		25,912		6,365		10,552		48,779		(32,277	)		59,331
Prepaid expenses		—		—		77,109		95,813		—			172,922
Other current assets		—		9,236		62,386		149,334		—			220,956

Total Current Assets		25,917		24,080		2,561,748		2,725,755		(32,277	)		5,305,223
Property and equipment, net		—		—		382,897		146,926		—			529,823
Goodwill		—		—		1,626,618		1,459,379		—			3,085,997
Other intangible assets, net		—		—		844,611		605,858		—			1,450,469
Investments in unconsolidated subsidiaries		—		—		184,508		33,435		—			217,943
Investments in consolidated subsidiaries		3,699,642		3,796,841		2,360,544		—		(9,857,027	)		—
Intercompany loan receivable		—		2,590,949		700,000		—		(3,290,949	)		—
Deferred tax assets, net		—		—		68,971		105,754		(39,473	)		135,252
Other assets, net		—		22,055		176,835		94,346		—			293,236

Total Assets	$	3,725,559	$	6,433,925	$	8,906,732	$	5,171,453	$	(13,219,726	)	$	11,017,943

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	—	$	31,616	$	395,509	$	1,056,994	$	—		$	1,484,119
Compensation and employee benefits payable		—		626		388,251		316,193		—			705,070
Accrued bonus and profit sharing		—		—		479,106		387,788		—			866,894
Income taxes payable		—		—		69,121		45,350		(32,277	)		82,194
Short-term borrowings:										—
Warehouse lines of credit (which fund loans that U.S. Government Sponsored Entities have committed to purchase) (1)		—		—		1,388,033		362,748		—			1,750,781
Other		—		—		16		—		—			16

Total short-term borrowings		—		—		1,388,049		362,748		—			1,750,797
Current maturities of long-term debt		—		34,375		—		53		—			34,428
Other current liabilities		—		1,063		31,474		38,118		—			70,655

Total Current Liabilities		—		67,680		2,751,510		2,207,244		(32,277	)		4,994,157
Long-Term Debt, net:
Long-term debt, net		—		2,645,101		—		10		—			2,645,111
Intercompany loan payable		1,012,907		—		2,043,433		234,609		(3,290,949	)		—

Total Long-Term Debt, net		1,012,907		2,645,101		2,043,433		234,619		(3,290,949	)		2,645,111
Deferred tax liabilities, net		—		—		—		139,834		(39,473	)		100,361
Non-current tax liabilities		—		—		87,483		1,184		—			88,667
Other liabilities		—		21,502		227,465		181,610		—			430,577

Total Liabilities		1,012,907		2,734,283		5,109,891		2,764,491		(3,362,699	)		8,258,873

Commitments and contingencies		—		—		—		—		—			—

Equity:
CBRE Group, Inc. Stockholders’ Equity		2,712,652		3,699,642		3,796,841		2,360,544		(9,857,027	)		2,712,652
Non-controlling interests		—		—		—		46,418		—			46,418

Total Equity		2,712,652		3,699,642		3,796,841		2,406,962		(9,857,027	)		2,759,070

Total Liabilities and Equity	$	3,725,559	$	6,433,925	$	8,906,732	$	5,171,453	$	(13,219,726	)	$	11,017,943

(1)

Although CBRE Capital Markets is included among our domestic subsidiaries that jointly and severally guarantee our 5.00% senior notes, 4.875% senior notes, 5.25% senior notes and our 2015 Credit Agreement, a substantial majority of warehouse receivables funded under BofA, Capital One, TD Bank, JP Morgan and Fannie Mae ASAP lines of credit are pledged to BofA, Capital One, TD Bank, JP Morgan and Fannie Mae, and accordingly, are not included as collateral for these notes or our other outstanding debt.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016

(Dollars in thousands)


	Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries		Eliminations			Consolidated Total
Revenue	$	—		$	—		$	6,671,793		$	6,399,796	$	—		$	13,071,589
Costs and expenses:
Cost of services		—			—			4,635,426			4,488,301		—			9,123,727
Operating, administrative and other		5,003			(8,231	)		1,454,777			1,329,761		—			2,781,310
Depreciation and amortization		—			—			225,552			141,375		—			366,927

Total costs and expenses		5,003			(8,231	)		6,315,755			5,959,437		—			12,271,964
Gain on disposition of real estate		—			—			3,669			12,193		—			15,862

Operating (loss) income		(5,003	)		8,231			359,707			452,552		—			815,487
Equity income from unconsolidated subsidiaries		—			—			192,811			4,540		—			197,351
Other income (loss)		—			1			(89	)		4,776		—			4,688
Interest income		—			131,132			50,272			5,146		(178,499	)		8,051
Interest expense		—			184,738			97,815			40,797		(178,499	)		144,851
Royalty and management service (income) expense		—			—			(39,182	)		39,182		—			—
Income from consolidated subsidiaries		575,061			603,071			241,790			—		(1,419,922	)		—

Income before (benefit of) provision for income taxes		570,058			557,697			785,858			387,035		(1,419,922	)		880,726
(Benefit of) provision for income taxes		(1,915	)		(17,364	)		182,787			133,154		—			296,662

Net income		571,973			575,061			603,071			253,881		(1,419,922	)		584,064
Less: Net income attributable to non-controlling interests		—			—			—			12,091		—			12,091

Net income attributable to CBRE Group, Inc.	$	571,973		$	575,061		$	603,071		$	241,790	$	(1,419,922	)	$	571,973

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2015

(Dollars in thousands)


	Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
Revenue	$	—		$	—		$	5,817,752		$	5,038,058		$	—		$	10,855,810
Costs and expenses:
Cost of services		—			—			3,782,705			3,300,227			—			7,082,932
Operating, administrative and other		67,549			(23,833	)		1,349,874			1,240,019			—			2,633,609
Depreciation and amortization		—			—			173,741			140,355			—			314,096

Total costs and expenses		67,549			(23,833	)		5,306,320			4,680,601			—			10,030,637
Gain on disposition of real estate		—			—			3,859			6,912			—			10,771

Operating (loss) income		(67,549	)		23,833			515,291			364,369			—			835,944
Equity income from unconsolidated subsidiaries		—			—			161,404			1,445			—			162,849
Other income (loss)		—			1			1,483			(5,293	)		—			(3,809	)
Interest income		—			196,439			122,260			4,087			(316,475	)		6,311
Interest expense		—			234,180			137,281			63,894			(316,475	)		118,880
Write-off of financing costs on extinguished debt		—			2,685			—			—			—			2,685
Royalty and management service (income) expense		—			—			(27,445	)		27,445			—			—
Income from consolidated subsidiaries		588,769			598,996			151,723			—			(1,339,488	)		—

Income before (benefit of) provision for income taxes		521,220			582,404			842,325			273,269			(1,339,488	)		879,730
(Benefit of) provision for income taxes		(25,912	)		(6,365	)		243,329			109,801			—			320,853

Net income		547,132			588,769			598,996			163,468			(1,339,488	)		558,877
Less: Net income attributable to non-controlling interests		—			—			—			11,745			—			11,745

Net income attributable to CBRE Group, Inc.	$	547,132		$	588,769		$	598,996		$	151,723		$	(1,339,488	)	$	547,132

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

(Dollars in thousands)


	Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries		Eliminations			Consolidated Total
Revenue	$	—		$	—		$	4,892,760		$	4,157,158	$	—		$	9,049,918
Costs and expenses:
Cost of services		—			—			3,094,211			2,517,051		—			5,611,262
Operating, administrative and other		52,233			(906	)		1,173,045			1,214,588		—			2,438,960
Depreciation and amortization		—			—			130,672			134,429		—			265,101

Total costs and expenses		52,233			(906	)		4,397,928			3,866,068		—			8,315,323
Gain on disposition of real estate		—			—			7,003			50,656		—			57,659

Operating (loss) income		(52,233	)		906			501,835			341,746		—			792,254
Equity income from unconsolidated subsidiaries		—			—			95,271			6,443		—			101,714
Other income		—			1			3,661			8,521		—			12,183
Interest income		—			222,738			2,159			4,069		(222,733	)		6,233
Interest expense		—			101,309			158,030			75,429		(222,733	)		112,035
Write-off of financing costs on extinguished debt		—			23,087			—			—		—			23,087
Royalty and management service (income) expense		—			—			(24,758	)		24,758		—			—
Income from consolidated subsidiaries		517,293			454,989			128,641			—		(1,100,923	)		—

Income before (benefit of) provision for income taxes		465,060			554,238			598,295			260,592		(1,100,923	)		777,262
(Benefit of) provision for income taxes		(19,443	)		36,945			143,306			102,951		—			263,759

Net income		484,503			517,293			454,989			157,641		(1,100,923	)		513,503
Less: Net income attributable to non-controlling interests		—			—			—			29,000		—			29,000

Net income attributable to CBRE Group, Inc.	$	484,503		$	517,293		$	454,989		$	128,641	$	(1,100,923	)	$	484,503

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2016

(Dollars in thousands)


	Parent		CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
Net income	$	571,973	$	575,061		$	603,071		$	253,881		$	(1,419,922	)	$	584,064
Other comprehensive income (loss):
Foreign currency translation loss		—		—			—			(235,278	)		—			(235,278	)
Amounts reclassified from accumulated other comprehensive loss to interest expense, net		—		6,839			—			—			—			6,839
Unrealized losses on interest rate swaps, net		—		(1,431	)		—			—			—			(1,431	)
Unrealized holding gains on available for sale securities, net		—		—			180			204			—			384
Pension liability adjustments, net		—		—			—			(63,749	)		—			(63,749	)
Other, net		—		—			(759	)		(11,332	)		—			(12,091	)

Total other comprehensive income (loss)		—		5,408			(579	)		(310,155	)		—			(305,326	)
Comprehensive income (loss)		571,973		580,469			602,492			(56,274	)		(1,419,922	)		278,738
Less: Comprehensive income attributable to non-controlling interests		—		—			—			12,108			—			12,108

Comprehensive income (loss) attributable to CBRE Group, Inc.	$	571,973	$	580,469		$	602,492		$	(68,382	)	$	(1,419,922	)	$	266,630

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2015

(Dollars in thousands)


	Parent		CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
Net income	$	547,132	$	588,769		$	598,996		$	163,468		$	(1,339,488	)	$	558,877
Other comprehensive loss:
Foreign currency translation loss		—		—			—			(164,350	)		—			(164,350	)
Fees associated with termination of interest rate swaps, net		—		(3,908	)		—			—			—			(3,908	)
Amounts reclassified from accumulated other comprehensive loss to interest expense, net		—		7,680			—			—			—			7,680
Unrealized losses on interest rate swaps, net		—		(4,107	)		—			—			—			(4,107	)
Unrealized holding losses on available for sale securities, net		—		—			(674	)		(31	)		—			(705	)
Pension liability adjustments, net		—		—			—			3,741			—			3,741
Other, net		—		—			3			—			—			3

Total other comprehensive loss		—		(335	)		(671	)		(160,640	)		—			(161,646	)
Comprehensive income		547,132		588,434			598,325			2,828			(1,339,488	)		397,231
Less: Comprehensive income attributable to non-controlling interests		—		—			—			11,754			—			11,754

Comprehensive income (loss) attributable to CBRE Group, Inc.	$	547,132	$	588,434		$	598,325		$	(8,926	)	$	(1,339,488	)	$	385,477

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2014

(Dollars in thousands)


	Parent		CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
Net income	$	484,503	$	517,293		$	454,989		$	157,641		$	(1,100,923	)	$	513,503
Other comprehensive income (loss):
Foreign currency translation loss		—		—			—			(148,589	)		—			(148,589	)
Amounts reclassified from accumulated other comprehensive loss to interest expense, net		—		7,279			—			—			—			7,279
Unrealized (losses) gains on interest rate swaps and interest rate caps, net		—		(5,988	)		—			61			—			(5,927	)
Unrealized holding losses on available for sale securities, net		—		—			(577	)		(364	)		—			(941	)
Pension liability adjustments, net		—		—			—			(30,355	)		—			(30,355	)
Other, net		—		—			549			—			—			549

Total other comprehensive income (loss)		—		1,291			(28	)		(179,247	)		—			(177,984	)
Comprehensive income (loss)		484,503		518,584			454,961			(21,606	)		(1,100,923	)		335,519
Less: Comprehensive income attributable to non-controlling interests		—		—			—			28,913			—			28,913

Comprehensive income (loss) attributable to CBRE Group, Inc.	$	484,503	$	518,584		$	454,961		$	(50,519	)	$	(1,100,923	)	$	306,606

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2016

(Dollars in thousands)


	Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Consolidated Total
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:	$	84,393		$	(23,643	)	$	212,841		$	176,724		$	450,315

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		—			—			(115,049	)		(76,156	)		(191,205	)
Acquisition of GWS, including net assets acquired, intangibles and goodwill		—			—			3,256			(13,733	)		(10,477	)
Acquisition of businesses (other than GWS), including net assets acquired, intangibles and goodwill, net of cash acquired		—			—			(6,572	)		(25,062	)		(31,634	)
Contributions to unconsolidated subsidiaries		—			—			(47,192	)		(19,624	)		(66,816	)
Distributions from unconsolidated subsidiaries		—			—			206,011			7,435			213,446
Net proceeds from disposition of real estate held for investment		—			—			—			44,326			44,326
Additions to real estate held for investment		—			—			—			(3,203	)		(3,203	)
Proceeds from the sale of servicing rights and other assets		—			—			19,445			24,086			43,531
Increase in restricted cash		—			—			(546	)		(2,006	)		(2,552	)
Purchase of available for sale securities		—			—			(37,661	)		—			(37,661	)
Proceeds from the sale of available for sale securities		—			—			35,051			—			35,051
Other investing activities, net		—			—			(267	)		22			(245	)

Net cash provided by (used in) investing activities		—			—			56,476			(63,915	)		(7,439	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior term loans		—			(136,250	)		—			—			(136,250	)
Proceeds from revolving credit facility		—			2,909,000			—			—			2,909,000
Repayment of revolving credit facility		—			(2,909,000	)		—			—			(2,909,000	)
Proceeds from notes payable on real estate held for investment		—			—			—			7,274			7,274
Repayment of notes payable on real estate held for investment		—			—			—			(33,944	)		(33,944	)
Proceeds from notes payable on real estate held for sale and under development		—			—			—			17,727			17,727
Repayment of notes payable on real estate held for sale and under development		—			—			—			(4,102	)		(4,102	)
Units repurchased for payment of taxes on equity awards		(27,426	)		—			—			—			(27,426	)
Proceeds from exercise of stock options		915			—			—			—			915
Non-controlling interest contributions		—			—			—			2,272			2,272
Non-controlling interest distributions		—			—			—			(19,133	)		(19,133	)
Payment of financing costs		—			(5,459	)		—			(159	)		(5,618	)
(Increase) decrease in intercompany receivables, net		(57,880	)		173,762			(151,433	)		35,551			—
Other financing activities, net		—			—			(1,173	)		(185	)		(1,358	)

Net cash (used in) provided by financing activities		(84,391	)		32,053			(152,606	)		5,301			(199,643	)

Effect of currency exchange rate changes on cash and cash equivalents		—			—			—			(21,060	)		(21,060	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		2			8,410			116,711			97,050			222,173
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		5			8,479			147,410			384,509			540,403

CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	7		$	16,889		$	264,121		$	481,559		$	762,576


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	—		$	122,605		$	—		$	3,195		$	125,800

Income taxes, net	$	—		$	—		$	174,164		$	120,684		$	294,848

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2015

(Dollars in thousands)


	Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Consolidated Total

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:	$	33,959		$	(7,477	)	$	452,304		$	173,111		$	651,897

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		—			—			(84,933	)		(54,531	)		(139,464	)
Acquisition of GWS, including net assets acquired, intangibles and goodwill, net of cash acquired		—			—			(729,729	)		(691,934	)		(1,421,663	)
Acquisition of businesses (other than GWS), including net assets acquired, intangibles and goodwill, net of cash acquired		—			—			(153,690	)		(7,416	)		(161,106	)
Contributions to unconsolidated subsidiaries		—			—			(66,966	)		(4,242	)		(71,208	)
Distributions from unconsolidated subsidiaries		—			—			179,699			7,878			187,577
Net proceeds from disposition of real estate held for investment		—			—			—			3,584			3,584
Additions to real estate held for investment		—			—			—			(2,053	)		(2,053	)
Proceeds from the sale of servicing rights and other assets		—			—			14,503			15,929			30,432
Increase in restricted cash		—			—			(5,791	)		(43,221	)		(49,012	)
Purchase of available for sale securities		—			—			(40,287	)		—			(40,287	)
Proceeds from the sale of available for sale securities		—			—			42,572			—			42,572
Other investing activities, net		—			—			1,669			—			1,669

Net cash used in investing activities		—			—			(842,953	)		(776,006	)		(1,618,959	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior term loans		—			900,000			—			—			900,000
Repayment of senior term loans		—			(657,488	)		—			—			(657,488	)
Proceeds from revolving credit facility		—			2,643,500			—			—			2,643,500
Repayment of revolving credit facility		—			(2,643,500	)		—			(4,512	)		(2,648,012	)
Proceeds from issuance of 4.875% senior notes, net		—			595,440			—			—			595,440
Repayment of notes payable on real estate held for investment		—			—			—			(1,576	)		(1,576	)
Proceeds from notes payable on real estate held for sale and under development		—			—			—			20,879			20,879
Repayment of notes payable on real estate held for sale and under development		—			—			—			(1,186	)		(1,186	)
Shares and units repurchased for payment of taxes on equity awards		(24,523	)		—			—			—			(24,523	)
Proceeds from exercise of stock options		7,525			—			—			—			7,525
Incremental tax benefit from stock options exercised		2,277			—			—			—			2,277
Non-controlling interest contributions		—			—			—			5,909			5,909
Non-controlling interest distributions		—			—			—			(16,582	)		(16,582	)
Payment of financing costs		—			(30,579	)		—			(85	)		(30,664	)
(Increase) decrease in intercompany receivables, net		(19,238	)		(809,679	)		167,505			661,412			—
Other financing activities, net		—			—			(3,549	)		(2,402	)		(5,951	)

Net cash (used in) provided by financing activities		(33,959	)		(2,306	)		163,956			661,857			789,548

Effect of currency exchange rate changes on cash and cash equivalents		—			—			—			(22,967	)		(22,967	)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		—			(9,783	)		(226,693	)		35,995			(200,481	)
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		5			18,262			374,103			348,514			740,884

CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	5		$	8,479		$	147,410		$	384,509		$	540,403


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	—		$	86,562		$	126		$	1,390		$	88,078

Income taxes, net	$	—		$	—		$	179,418		$	106,312		$	285,730

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2014

(Dollars in thousands)


	Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Consolidated Total

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:	$	23,416		$	94,165		$	345,141		$	199,058		$	661,780

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		—			—			(109,173	)		(62,069	)		(171,242	)
Acquisition of businesses, including net assets acquired, intangibles and goodwill, net of cash acquired		—			—			(62,071	)		(84,986	)		(147,057	)
Contributions to unconsolidated subsidiaries		—			—			(56,634	)		(2,543	)		(59,177	)
Distributions from unconsolidated subsidiaries		—			—			90,292			13,975			104,267
Net proceeds from disposition of real estate held for investment		—			—			—			77,278			77,278
Additions to real estate held for investment		—			—			—			(10,961	)		(10,961	)
Proceeds from the sale of servicing rights and other assets		—			—			11,655			13,886			25,541
Decrease in restricted cash		—			6,871			2,015			22,003			30,889
Purchase of available for sale securities		—			—			(89,885	)		—			(89,885	)
Proceeds from the sale of available for sale securities		—			—			88,214			—			88,214
Other investing activities, net		—			—			577			—			577

Net cash provided by (used in) investing activities		—			6,871			(125,010	)		(33,417	)		(151,556	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior secured term loans		—			(39,650	)		—			—			(39,650	)
Proceeds from revolving credit facility		—			1,807,000			—			66,568			1,873,568
Repayment of revolving credit facility		—			(1,835,928	)		—			(163,494	)		(1,999,422	)
Proceeds from issuance of 5.25% senior notes		—			426,875			—			—			426,875
Repayment of 6.25% senior notes		—			(350,000	)		—			—			(350,000	)
Proceeds from notes payable on real estate held for investment		—			—			—			5,022			5,022
Repayment of notes payable on real estate held for investment		—			—			—			(27,563	)		(27,563	)
Proceeds from notes payable on real estate held for sale and under development		—			—			—			8,274			8,274
Repayment of notes payable on real estate held for sale and under development		—			—			—			(80,218	)		(80,218	)
Shares and units repurchased for payment of taxes on equity awards		(16,685	)		—			—			—			(16,685	)
Proceeds from exercise of stock options		6,203			—			—			—			6,203
Incremental tax benefit from stock options exercised		1,218			—			—			—			1,218
Non-controlling interest contributions		—			—			—			2,938			2,938
Non-controlling interest distributions		—			—			—			(33,971	)		(33,971	)
Payment of financing costs		—			(4,614	)		—			(1,333	)		(5,947	)
(Increase) decrease in intercompany receivables, net		(14,152	)		(98,042	)		65,602			46,592			—
Other financing activities, net		—			—			(2,874	)		163			(2,711	)

Net cash (used in) provided by financing activities		(23,416	)		(94,359	)		62,728			(177,022	)		(232,069	)

Effect of currency exchange rate changes on cash and cash equivalents		—			—			—			(29,183	)		(29,183	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			6,677			282,859			(40,564	)		248,972
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		5			11,585			91,244			389,078			491,912

CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	5		$	18,262		$	374,103		$	348,514		$	740,884


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	—		$	112,059		$	472		$	6,218		$	118,749

Income taxes, net	$	—		$	37		$	221,898		$	109,322		$	331,257