| Guarantor and Nonguarantor Financial Statements | 20.
Guarantor and Nonguarantor Financial Statements
The following
condensed consolidating financial information includes:
(1) Condensed
consolidating balance sheets as of December 31, 2015 and 2014;
condensed consolidating statements of operations for the years
ended December 31, 2015, 2014 and 2013; condensed
consolidating statements of comprehensive income (loss) for the
years ended December 31, 2015, 2014 and 2013; and condensed
consolidating statements of cash flows for the years ended
December 31, 2015, 2014 and 2013 of (a) CBRE Group, Inc.,
as the parent, (b) CBRE, as the subsidiary issuer,
(c) the guarantor subsidiaries, (d) the nonguarantor
subsidiaries and (e) CBRE Group, Inc. on a consolidated basis;
and
(2)
Elimination entries necessary to consolidate CBRE Group, Inc. as
the parent with CBRE and its guarantor and nonguarantor
subsidiaries.
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, 2015
(Dollars
in thousands)
Parent CBRE Guarantor Nonguarantor Elimination Consolidated
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
(a) — — 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
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
(a) — — 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
(a) Although CBRE Capital
Markets is included among our domestic subsidiaries that jointly
and severally guarantee our 4.875% senior notes, 5.25% senior
notes, 5.00% 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 BALANCE SHEET
AS OF
DECEMBER 31, 2014
(Dollars
in thousands)
Parent CBRE Guarantor Nonguarantor Elimination Consolidated
Current
Assets:
Cash and cash
equivalents $ 5 $ 18,262 $ 374,103 $ 348,514 $ — $ 740,884
Restricted
cash — — 630 27,460 — 28,090
Receivables,
net — — 605,044 1,131,185 — 1,736,229
Warehouse receivables
(a) — — 339,921 166,373 — 506,294
Income taxes
receivable 19,443 — 18,965 46,875 (19,443 ) 65,840
Prepaid
expenses — — 62,902 79,817 — 142,719
Other current
assets — 1,185 51,207 99,321 — 151,713
Total Current
Assets 19,448 19,447 1,452,772 1,899,545 (19,443 ) 3,371,769
Property and equipment,
net — — 361,899 136,027 — 497,926
Goodwill — — 1,196,418 1,137,403 — 2,333,821
Other intangible assets,
net — — 493,058 309,302 — 802,360
Investments in
unconsolidated subsidiaries — — 173,738 44,542 — 218,280
Investments in
consolidated subsidiaries 3,019,410 2,433,913 914,895 — (6,368,218 ) —
Intercompany loan
receivable — 2,453,215 700,000 — (3,153,215 ) —
Deferred tax assets,
net — — 53,274 77,058 (31,097 ) 99,235
Other assets,
net — 9,384 163,495 71,740 — 244,619
Total Assets $ 3,038,858 $ 4,915,959 $ 5,509,549 $ 3,675,617 $ (9,571,973 ) $ 7,568,010
Current
Liabilities:
Accounts payable and
accrued expenses $ — $ 19,541 $ 257,591 $ 550,398 $ — $ 827,530
Compensation and employee
benefits payable — 626 346,663 276,525 — 623,814
Accrued bonus and profit
sharing — — 425,329 363,529 — 788,858
Income taxes
payable — — 36,301 36,273 (19,443 ) 53,131
Short-term
borrowings:
Warehouse lines of credit
(a) — — 337,184 164,001 — 501,185
Revolving credit
facility — — — 4,840 — 4,840
Other — — 16 9 — 25
Total short-term
borrowings — — 337,200 168,850 — 506,050
Current maturities of
long-term debt — 39,650 2,734 23 — 42,407
Other current
liabilities — 1,258 58,357 27,360 — 86,975
Total Current
Liabilities — 61,075 1,464,175 1,422,958 (19,443 ) 2,928,765
Long-Term Debt,
net
Long-term debt,
net — 1,808,579 — 26 — 1,808,605
Intercompany loan
payable 779,028 — 1,350,424 1,023,763 (3,153,215 ) —
Total Long-Term Debt,
net 779,028 1,808,579 1,350,424 1,023,789 (3,153,215 ) 1,808,605
Deferred tax liabilities,
net — — — 73,699 (31,097 ) 42,602
Non-current tax
liabilities — — 45,936 67 — 46,003
Other
liabilities — 26,895 215,101 198,641 — 440,637
Total
Liabilities 779,028 1,896,549 3,075,636 2,719,154 (3,203,755 ) 5,266,612
Commitments and
contingencies — — — — — —
Equity:
CBRE Group, Inc.
Stockholders’ Equity 2,259,830 3,019,410 2,433,913 914,895 (6,368,218 ) 2,259,830
Non-controlling
interests — — — 41,568 — 41,568
Total Equity 2,259,830 3,019,410 2,433,913 956,463 (6,368,218 ) 2,301,398
Total Liabilities and
Equity $ 3,038,858 $ 4,915,959 $ 5,509,549 $ 3,675,617 $ (9,571,973 ) $ 7,568,010
(a) Although CBRE Capital
Markets is included among our domestic subsidiaries that jointly
and severally guarantee our 5.25% senior notes, 5.00% senior notes
and our 2013 Credit Agreement, a substantial majority of warehouse
receivables funded under BofA, JP Morgan, Capital One and Fannie
Mae ASAP lines of credit are pledged to BofA, JP Morgan, Capital
One 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, 2015 (Dollars in thousands)
Parent CBRE Guarantor Nonguarantor Elimination Consolidated
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 Nonguarantor Elimination Consolidated
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
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2013 (Dollars in thousands)
Parent CBRE Guarantor Nonguarantor Elimination Consolidated
Revenue $ — $ — $ 4,230,354 $ 2,954,440 $ — $ 7,184,794
Costs and
expenses:
Cost of
services — — 2,609,700 1,579,689 — 4,189,389
Operating, administrative
and other 42,601 9,660 1,007,539 1,044,510 — 2,104,310
Depreciation and
amortization — — 105,700 84,690 — 190,390
Non-amortizable
intangible asset impairment — — — 98,129 — 98,129
Total costs and
expenses 42,601 9,660 3,722,939 2,807,018 — 6,582,218
Gain on disposition of
real estate — — 7,508 6,044 — 13,552
Operating (loss)
income (42,601 ) (9,660 ) 514,923 153,466 — 616,128
Equity income from
unconsolidated subsidiaries — — 61,188 3,234 — 64,422
Other (loss)
income — (7 ) 5,764 7,766 — 13,523
Interest
income — 137,718 2,166 4,109 (137,704 ) 6,289
Interest
expense — 120,669 125,058 27,059 (137,704 ) 135,082
Write-off of financing
costs on extinguished debt — 56,295 — — — 56,295
Royalty and management
service (income) expense — — (304,652 ) 304,652 — —
Income (loss) from
consolidated subsidiaries 343,247 373,914 (240,965 ) — (476,196 ) —
Income (loss) from
continuing operations before (benefit of) provision for income
taxes 300,646 325,001 522,670 (163,136 ) (476,196 ) 508,985
(Benefit of) provision
for income taxes (15,892 ) (18,246 ) 148,756 72,569 — 187,187
Net income (loss) from
continuing operations 316,538 343,247 373,914 (235,705 ) (476,196 ) 321,798
Income from discontinued
operations, net of income taxes — — — 26,997 — 26,997
Net income
(loss) 316,538 343,247 373,914 (208,708 ) (476,196 ) 348,795
Less: Net income
attributable to non-controlling interests — — — 32,257 — 32,257
Net income (loss)
attributable to CBRE Group, Inc. $ 316,538 $ 343,247 $ 373,914 $ (240,965 ) $ (476,196 ) $ 316,538
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
(LOSS) FOR THE YEAR ENDED DECEMBER 31, 2015 (Dollars in thousands)
Parent CBRE Guarantor Nonguarantor Elimination Consolidated
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 of tax — (3,908 ) — — — (3,908 )
Amounts reclassified from
accumulated other comprehensive loss to interest expense, net of
tax — 7,680 — — — 7,680
Unrealized losses on
interest rate swaps, net of tax — (4,107 ) — — — (4,107 )
Unrealized holding losses
on available for sale securities, net of tax — — (674 ) (31 ) — (705 )
Pension liability
adjustments, net of tax — — — 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 Nonguarantor Elimination Consolidated
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 COMPREHENSIVE INCOME
(LOSS) FOR THE YEAR ENDED DECEMBER 31, 2013 (Dollars in thousands)
Parent CBRE Guarantor Nonguarantor Elimination Consolidated
Net income
(loss) $ 316,538 $ 343,247 $ 373,914 $ (208,708 ) $ (476,196 ) $ 348,795
Other comprehensive
income:
Foreign currency
translation gain — — — 7,390 — 7,390
Amounts reclassified from
accumulated other comprehensive loss to interest expense,
net — 7,151 — — — 7,151
Unrealized gains on
interest rate swaps and interest rate caps, net — 4,317 — 44 — 4,361
Unrealized holding gains
on available for sale securities, net — — 1,071 80 — 1,151
Pension liability
adjustments, net — — — (5,638 ) — (5,638 )
Other, net — — 279 3,441 — 3,720
Total other comprehensive
income — 11,468 1,350 5,317 — 18,135
Comprehensive income
(loss) 316,538 354,715 375,264 (203,391 ) (476,196 ) 366,930
Less: Comprehensive
income attributable to non-controlling interests — — — 31,471 — 31,471
Comprehensive income
(loss) attributable to CBRE Group, Inc. $ 316,538 $ 354,715 $ 375,264 $ (234,862 ) $ (476,196 ) $ 335,459
CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 (Dollars in thousands)
Parent CBRE Guarantor Nonguarantor Consolidated
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 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 interests
contributions — — — 5,909 5,909
Non-controlling interests
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 tax payments,
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 Nonguarantor Consolidated
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 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 interests
contributions — — — 2,938 2,938
Non-controlling interests
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 tax payments,
net $ — $ 37 $ 221,898 $ 109,322 $ 331,257
CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013 (Dollars in thousands)
Parent CBRE Guarantor Nonguarantor Consolidated
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES: $ 24,043 $ 5,366 $ 663,640 $ 52,059 $ 745,108
CASH FLOWS FROM
INVESTING ACTIVITIES:
Capital
expenditures — — (112,528 ) (43,830 ) (156,358 )
Acquisition of
businesses, including net assets acquired, intangibles and
goodwill, net of cash acquired — — (67,095 ) (437,052 ) (504,147 )
Contributions to
unconsolidated subsidiaries — — (49,721 ) 127 (49,594 )
Distributions from
unconsolidated subsidiaries — — 63,049 19,181 82,230
Net proceeds from
disposition of real estate held for investment — — — 113,241 113,241
Additions to real estate
held for investment — — — (2,559 ) (2,559 )
Proceeds from the sale of
servicing rights and other assets — — 15,537 16,479 32,016
(Increase) decrease in
restricted cash — (8 ) 1,510 6,967 8,469
Purchase of available for
sale securities — — (65,111 ) — (65,111 )
Proceeds from the sale of
available for sale securities — — 66,222 3,466 69,688
Other investing
activities, net — — 4,441 2,690 7,131
Net cash used in
investing activities — (8 ) (143,696 ) (321,290 ) (464,994 )
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from senior
secured term loans — 715,000 — — 715,000
Repayment of senior
secured term loans — (1,382,237 ) — (256,780 ) (1,639,017 )
Proceeds from revolving
credit facility — 439,000 — 171,562 610,562
Repayment of revolving
credit facility — (421,000 ) — (121,150 ) (542,150 )
Proceeds from issuance of
5.00% senior notes — 800,000 — — 800,000
Repayment of 11.625%
senior subordinated notes — (450,000 ) — — (450,000 )
Proceeds from notes
payable on real estate held for investment — — — 2,762 2,762
Repayment of notes
payable on real estate held for investment — — — (74,544 ) (74,544 )
Proceeds from notes
payable on real estate held for sale and under
development — — — 9,526 9,526
Repayment of notes
payable on real estate held for sale and under
development — — — (136,528 ) (136,528 )
Shares repurchased for
payment of taxes on equity awards (16,628 ) — — — (16,628 )
Proceeds from exercise of
stock options 5,780 — — — 5,780
Incremental tax benefit
from stock options exercised 9,891 — — — 9,891
Non-controlling interests
contributions — — — 1,092 1,092
Non-controlling interests
distributions — — — (128,168 ) (128,168 )
Payment of financing
costs — (28,995 ) — (327 ) (29,322 )
(Increase) decrease in
intercompany receivables, net (23,086 ) 316,147 (1,104,501 ) 811,440 —
Other financing
activities, net — — (4,311 ) (226 ) (4,537 )
Net cash (used in)
provided by financing activities (24,043 ) (12,085 ) (1,108,812 ) 278,659 (866,281 )
Effect of currency
exchange rate changes on cash and cash equivalents — — — (11,218 ) (11,218 )
NET DECREASE IN CASH
AND CASH EQUIVALENTS — (6,727 ) (588,868 ) (1,790 ) (597,385 )
CASH AND CASH
EQUIVALENTS, AT BEGINNING OF PERIOD 5 18,312 680,112 390,868 1,089,297
CASH AND CASH
EQUIVALENTS, AT END OF PERIOD $ 5 $ 11,585 $ 91,244 $ 389,078 $ 491,912
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the
period for:
Interest $ — $ 106,433 $ 450 $ 10,267 $ 117,150
Income tax payments,
net $ — $ — $ 113,090 $ 90,312 $ 203,402 |
