Guarantor and Nonguarantor Financial Statements | 13. Guarantor and Nonguarantor Financial Statements The following condensed consolidating financial information includes condensed consolidating balance sheets as of March 31, 2018 and December 31, 2017 and condensed consolidating statements of operations, condensed consolidating statements of comprehensive income and condensed consolidating statements of cash flows for the three months ended March 31, 2018 and 2017 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 MARCH 31, 2018 (Dollars in thousands) CBRE Guarantor Nonguarantor Consolidated Parent Services Subsidiaries Subsidiaries Eliminations Total ASSETS Current Assets: Cash and cash equivalents $ 7 $ 8,122 $ 71,960 $ 562,765 $ — $ 642,854 Restricted cash — — 2,066 76,893 — 78,959 Receivables, net — — 1,076,642 2,044,878 — 3,121,520 Warehouse receivables (1) — — 744,919 416,749 — 1,161,668 Prepaid expenses — — 70,409 153,337 — 223,746 Contract assets — — 193,787 6,380 — 200,167 Income taxes receivable 1,419 5,886 8,666 52,733 (7,306 ) 61,398 Other current assets — — 74,310 189,678 — 263,988 Total Current Assets 1,426 14,008 2,242,759 3,503,413 (7,306 ) 5,754,300 Property and equipment, net — — 437,939 195,727 — 633,666 Goodwill — — 1,759,043 1,519,588 — 3,278,631 Other intangible assets, net — — 745,391 653,112 — 1,398,503 Investments in unconsolidated subsidiaries — — 184,486 44,464 — 228,950 Investments in consolidated subsidiaries 5,799,674 5,310,057 3,191,735 — (14,301,466 ) — Intercompany loan receivable — 2,684,781 700,000 — (3,384,781 ) — Deferred tax assets, net — — 5,300 97,515 (956 ) 101,859 Other assets, net — 21,630 378,406 111,497 — 511,533 Total Assets $ 5,801,100 $ 8,030,476 $ 9,645,059 $ 6,125,316 $ (17,694,509 ) $ 11,907,442 LIABILITIES AND EQUITY Current Liabilities: Accounts payable and accrued expenses $ — $ 5,893 $ 402,645 $ 1,096,596 $ — $ 1,505,134 Compensation and employee benefits payable — 626 483,114 447,832 — 931,572 Accrued bonus and profit sharing — — 239,231 353,715 — 592,946 Contract liabilities — — 31,020 57,056 — 88,076 Income taxes payable — — 41,569 32,097 (7,306 ) 66,360 Short-term borrowings: — Warehouse lines of credit (which fund loans that U.S. Government Sponsored Enterprises have committed to purchase) (1) — — 736,961 411,044 — 1,148,005 Revolving credit facility — 463,000 — — — 463,000 Other — — 16 — — 16 Total short-term borrowings — 463,000 736,977 411,044 — 1,611,021 Current maturities of long-term debt — — — 51 — 51 Other current liabilities — — 48,786 25,709 — 74,495 Total Current Liabilities — 469,519 1,983,342 2,424,100 (7,306 ) 4,869,655 Long-Term Debt, net: Long-term debt, net — 1,758,188 — — — 1,758,188 Intercompany loan payable 1,443,469 — 1,872,718 68,594 (3,384,781 ) — Total Long-Term Debt, net 1,443,469 1,758,188 1,872,718 68,594 (3,384,781 ) 1,758,188 Deferred tax liabilities, net — — 41,181 125,334 (956 ) 165,559 Non-current tax liabilities — — 137,899 6,859 — 144,758 Other liabilities — 3,095 299,862 247,651 — 550,608 Total Liabilities 1,443,469 2,230,802 4,335,002 2,872,538 (3,393,043 ) 7,488,768 Commitments and contingencies — — — — — — Equity: CBRE Group, Inc. Stockholders’ Equity 4,357,631 5,799,674 5,310,057 3,191,735 (14,301,466 ) 4,357,631 Non-controlling interests — — — 61,043 — 61,043 Total Equity 4,357,631 5,799,674 5,310,057 3,252,778 (14,301,466 ) 4,418,674 Total Liabilities and Equity $ 5,801,100 $ 8,030,476 $ 9,645,059 $ 6,125,316 $ (17,694,509 ) $ 11,907,442 (1) Although CBRE Capital Markets is included among our domestic subsidiaries that jointly and severally guarantee our 4.875% senior notes, 5.25% senior notes and our 2017 Credit Agreement, a substantial majority of warehouse receivables funded under JP Morgan, Capital One, BofA, TD Bank and Fannie Mae ASAP lines of credit are pledged to JP Morgan, Capital One, BofA, TD Bank and Fannie Mae. CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2017 (AS ADJUSTED) (1) (Dollars in thousands) CBRE Guarantor Nonguarantor Consolidated Parent Services Subsidiaries Subsidiaries Eliminations Total ASSETS Current Assets: Cash and cash equivalents $ 7 $ 15,604 $ 112,048 $ 624,115 $ — $ 751,774 Restricted cash — — 2,095 70,950 — 73,045 Receivables, net — — 990,923 2,121,366 — 3,112,289 Warehouse receivables (2) — — 479,628 448,410 — 928,038 Prepaid expenses — — 81,106 134,230 — 215,336 Contract assets — — 263,756 9,297 — 273,053 Income taxes receivable 2,162 — — 49,628 (2,162 ) 49,628 Other current assets — — 50,556 176,865 — 227,421 Total Current Assets 2,169 15,604 1,980,112 3,634,861 (2,162 ) 5,630,584 Property and equipment, net — — 431,755 185,984 — 617,739 Goodwill — — 1,774,529 1,480,211 — 3,254,740 Other intangible assets, net — — 751,930 647,182 — 1,399,112 Investments in unconsolidated subsidiaries — — 197,395 40,606 — 238,001 Investments in consolidated subsidiaries 5,551,781 4,930,109 3,066,303 — (13,548,193 ) — Intercompany loan receivable — 2,621,330 700,000 — (3,321,330 ) — Deferred tax assets, net — — 5,300 98,746 (5,300 ) 98,746 Other assets, net — 22,810 348,191 108,473 — 479,474 Total Assets $ 5,553,950 $ 7,589,853 $ 9,255,515 $ 6,196,063 $ (16,876,985 ) $ 11,718,396 LIABILITIES AND EQUITY Current Liabilities: Accounts payable and accrued expenses $ — $ 29,708 $ 404,367 $ 1,139,597 $ — $ 1,573,672 Compensation and employee benefits payable — 626 479,306 424,502 — 904,434 Accrued bonus and profit sharing — — 590,534 487,811 — 1,078,345 Contract liabilities — — 42,994 57,621 — 100,615 Income taxes payable — 3,314 13,704 55,778 (2,162 ) 70,634 Short-term borrowings: — Warehouse lines of credit (which fund loans that U.S. Government Sponsored Enterprises have committed to purchase) (2) — — 474,195 436,571 — 910,766 Other — — 16 — — 16 Total short-term borrowings — — 474,211 436,571 — 910,782 Current maturities of long-term debt — — — 8 — 8 Other current liabilities — 55 56,260 18,139 — 74,454 Total Current Liabilities — 33,703 2,061,376 2,620,027 (2,162 ) 4,712,944 Long-Term Debt, net: Long-term debt, net — 1,999,603 — — — 1,999,603 Intercompany loan payable 1,439,454 — 1,798,550 83,326 (3,321,330 ) — Total Long-Term Debt, net 1,439,454 1,999,603 1,798,550 83,326 (3,321,330 ) 1,999,603 Deferred tax liabilities, net — — 29,785 122,733 (5,300 ) 147,218 Non-current tax liabilities — — 135,396 5,396 — 140,792 Other liabilities — 4,766 300,299 238,160 — 543,225 Total Liabilities 1,439,454 2,038,072 4,325,406 3,069,642 (3,328,792 ) 7,543,782 Commitments and contingencies — — — — — — Equity: CBRE Group, Inc. Stockholders’ Equity 4,114,496 5,551,781 4,930,109 3,066,303 (13,548,193 ) 4,114,496 Non-controlling interests — — — 60,118 — 60,118 Total Equity 4,114,496 5,551,781 4,930,109 3,126,421 (13,548,193 ) 4,174,614 Total Liabilities and Equity $ 5,553,950 $ 7,589,853 $ 9,255,515 $ 6,196,063 $ (16,876,985 ) $ 11,718,396 (1) In the first quarter of 2018, we adopted new revenue recognition guidance. Certain restatements have been made to the 2017 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information. (2) 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 2017 Credit Agreement, a substantial majority of warehouse receivables funded under TD Bank, Fannie Mae ASAP, JP Morgan, Capital One and BofA lines of credit are pledged to TD Bank, Fannie Mae, JP Morgan, Capital One and BofA, and accordingly, are not included as collateral for these notes or our other outstanding debt. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2018 (Dollars in thousands) CBRE Guarantor Nonguarantor Consolidated Parent Services Subsidiaries Subsidiaries Eliminations Total Revenue $ — $ — $ 2,617,694 $ 2,056,258 $ — $ 4,673,952 Costs and expenses: Cost of services — — 2,057,613 1,562,348 — 3,619,961 Operating, administrative and other 5,704 485 372,345 353,701 — 732,235 Depreciation and amortization — — 64,309 43,856 — 108,165 Total costs and expenses 5,704 485 2,494,267 1,959,905 — 4,460,361 Gain on disposition of real estate — — 18 — — 18 Operating (loss) income (5,704 ) (485 ) 123,445 96,353 — 213,609 Equity income from unconsolidated subsidiaries — — 39,292 887 — 40,179 Other income (loss) — — 1,710 (5,990 ) — (4,280 ) Interest income — 32,686 2,452 1,169 (32,686 ) 3,621 Interest expense — 27,875 27,031 6,638 (32,686 ) 28,858 Write-off of financing costs on extinguished debt — 27,982 — — — 27,982 Royalty and management service expense (income) — — 698 (698 ) — — Income from consolidated subsidiaries 154,573 172,343 60,412 — (387,328 ) — Income before (benefit of) provision for income taxes 148,869 148,687 199,582 86,479 (387,328 ) 196,289 (Benefit of) provision for income taxes (1,419 ) (5,886 ) 27,239 26,230 — 46,164 Net income 150,288 154,573 172,343 60,249 (387,328 ) 150,125 Less: Net loss attributable to non- controlling interests — — — (163 ) — (163 ) Net income attributable to CBRE Group, Inc. $ 150,288 $ 154,573 $ 172,343 $ 60,412 $ (387,328 ) $ 150,288 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (AS ADJUSTED) (1) (Dollars in thousands) CBRE Guarantor Nonguarantor Consolidated Parent Services Subsidiaries Subsidiaries Eliminations Total Revenue $ — $ — $ 2,418,600 $ 1,632,366 $ — $ 4,050,966 Costs and expenses: Cost of services — — 1,920,688 1,225,789 — 3,146,477 Operating, administrative and other (284 ) 349 315,809 290,752 — 606,626 Depreciation and amortization — — 56,730 37,307 — 94,037 Total costs and expenses (284 ) 349 2,293,227 1,553,848 — 3,847,140 Gain on disposition of real estate — — 226 1,159 — 1,385 Operating income (loss) 284 (349 ) 125,599 79,677 — 205,211 Equity income from unconsolidated subsidiaries — — 14,370 648 — 15,018 Other income — — 414 3,701 — 4,115 Interest income — 29,901 1,647 764 (29,901 ) 2,411 Interest expense — 33,146 22,148 8,617 (29,901 ) 34,010 Royalty and management service (income) expense — — (5,802 ) 5,802 — — Income from consolidated subsidiaries 136,845 139,064 45,519 — (321,428 ) — Income before provision for (benefit of) income taxes 137,129 135,470 171,203 70,371 (321,428 ) 192,745 Provision for (benefit of) income taxes 109 (1,375 ) 32,139 22,946 — 53,819 Net income 137,020 136,845 139,064 47,425 (321,428 ) 138,926 Less: Net income attributable to non- controlling interests — — — 1,906 — 1,906 Net income attributable to CBRE Group, Inc. $ 137,020 $ 136,845 $ 139,064 $ 45,519 $ (321,428 ) $ 137,020 (1) In the first quarter of 2018, we adopted new revenue recognition guidance. Certain restatements have been made to the 2017 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information . CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2018 (Dollars in thousands) CBRE Guarantor Nonguarantor Consolidated Parent Services Subsidiaries Subsidiaries Eliminations Total Net income $ 150,288 $ 154,573 $ 172,343 $ 60,249 $ (387,328 ) $ 150,125 Other comprehensive (loss) income: Foreign currency translation gain — — — 66,032 — 66,032 Adoption of Accounting Standards Update 2016-01, net — — (3,964 ) — — (3,964 ) Amounts reclassified from accumulated other comprehensive loss to interest expense, net — 755 — — — 755 Unrealized gains on interest rate swaps, net — 603 — — — 603 Unrealized holding losses on available for sale debt securities, net — — (505 ) — — (505 ) Other, net — — 20 5,508 — 5,528 Total other comprehensive (loss) income — 1,358 (4,449 ) 71,540 — 68,449 Comprehensive income 150,288 155,931 167,894 131,789 (387,328 ) 218,574 Less: Comprehensive loss attributable to non-controlling interests — — — (358 ) — (358 ) Comprehensive income attributable to CBRE Group, Inc. $ 150,288 $ 155,931 $ 167,894 $ 132,147 $ (387,328 ) $ 218,932 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2017 (AS ADJUSTED) (1) (Dollars in thousands) CBRE Guarantor Nonguarantor Consolidated Parent Services Subsidiaries Subsidiaries Eliminations Total Net income $ 137,020 $ 136,845 $ 139,064 $ 47,425 $ (321,428 ) $ 138,926 Other comprehensive (loss) income: Foreign currency translation gain — — — 51,188 — 51,188 Amounts reclassified from accumulated other comprehensive loss to interest expense, net — 1,508 — — — 1,508 Unrealized gains on interest rate swaps, net — 294 — — — 294 Unrealized holding gains on available for sale debt securities, net — — 829 94 — 923 Other, net (5 ) — (1 ) — — (6 ) Total other comprehensive (loss) income (5 ) 1,802 828 51,282 — 53,907 Comprehensive income 137,015 138,647 139,892 98,707 (321,428 ) 192,833 Less: Comprehensive income attributable to non-controlling interests — — — 1,927 — 1,927 Comprehensive income attributable to CBRE Group, Inc. $ 137,015 $ 138,647 $ 139,892 $ 96,780 $ (321,428 ) $ 190,906 (1) In the first quarter of 2018, we adopted new revenue recognition guidance. Certain restatements have been made to the 2017 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information . CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2018 (Dollars in thousands) CBRE Guarantor Nonguarantor Consolidated Parent Services Subsidiaries Subsidiaries Total CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: $ 26,028 $ (21,075 ) $ (200,152 ) $ (54,759 ) $ (249,958 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — (30,870 ) (15,854 ) (46,724 ) Contributions to unconsolidated subsidiaries — — (7,932 ) (2,679 ) (10,611 ) Distributions from unconsolidated subsidiaries — — 14,869 347 15,216 Purchase of equity securities — — (10,219 ) — (10,219 ) Proceeds from sale of equity securities — — 4,367 — 4,367 Purchase of available for sale debt securities — — (12,066 ) — (12,066 ) Proceeds from the sale of available for sale debt securities — — 2,264 — 2,264 Other investing activities, net — — (6,590 ) 151 (6,439 ) Net cash used in investing activities — — (46,177 ) (18,035 ) (64,212 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from senior term loans — 550,000 — — 550,000 Proceeds from revolving credit facility — 898,000 — — 898,000 Repayment of revolving credit facility — (435,000 ) — — (435,000 ) Repayment of 5.00% senior notes (including premium) — (820,000 ) — — (820,000 ) Proceeds from notes payable on real estate held for investment — — — 49 49 Repayment of notes payable on real estate held for investment — — — (462 ) (462 ) Proceeds from notes payable on real estate held for sale and under development — — — 775 775 Acquisition of businesses (cash (paid) received for acquisitions more than three months after purchase date) — — (11,463 ) 3,414 (8,049 ) Units repurchased for payment of taxes on equity awards (4,550 ) — — — (4,550 ) Non-controlling interest contributions — — — 1,595 1,595 Non-controlling interest distributions — — — (1,025 ) (1,025 ) (Increase) decrease in intercompany receivables, net (21,532 ) (179,368 ) 217,675 (16,775 ) — Other financing activities, net 54 (39 ) — (3 ) 12 Net cash (used in) provided by financing activities (26,028 ) 13,593 206,212 (12,432 ) 181,345 Effect of currency exchange rate changes on cash and cash equivalents and restricted cash — — — 29,819 29,819 NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — (7,482 ) (40,117 ) (55,407 ) (103,006 ) CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT BEGINNING OF PERIOD 7 15,604 114,143 695,065 824,819 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF PERIOD $ 7 $ 8,122 $ 74,026 $ 639,658 $ 721,813 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ — $ 48,490 $ — $ 504 $ 48,994 Income taxes, net $ — $ — $ 118 $ 37,101 $ 37,219 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (AS ADJUSTED) (1) (Dollars in thousands) CBRE Guarantor Nonguarantor Consolidated Parent Services Subsidiaries Subsidiaries Total CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: $ 17,610 $ (6,445 ) $ (311,417 ) $ (21,146 ) $ (321,398 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — (17,095 ) (6,640 ) (23,735 ) Acquisition of businesses, including net assets acquired, intangibles and goodwill — — (12,861 ) — (12,861 ) Contributions to unconsolidated subsidiaries — — (11,086 ) (3,481 ) (14,567 ) Distributions from unconsolidated subsidiaries — — 6,676 199 6,875 Purchase of equity securities — — (3,914 ) 539 (3,375 ) Proceeds from the sale of equity securities — — 3,805 (390 ) 3,415 Purchase of available for sale debt securities — — (3,375 ) (539 ) (3,914 ) Proceeds from the sale of available for sale debt securities — — 3,415 390 3,805 Other investing activities, net — — 1,275 (195 ) 1,080 Net cash used in investing activities — — (33,160 ) (10,117 ) (43,277 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility — 266,000 — — 266,000 Repayment of revolving credit facility — (146,000 ) — — (146,000 ) Repayment of notes payable on real estate held for investment — — — (435 ) (435 ) Proceeds from notes payable on real estate held for sale and under development — — — 1,711 1,711 Repayment of notes payable on real estate held for sale and under development — — — (2,744 ) (2,744 ) Acquisition of businesses (cash paid for acquisitions more than three months after purchase date) — — (7,717 ) (626 ) (8,343 ) Units repurchased for payment of taxes on equity awards (1,900 ) — — — (1,900 ) Non-controlling interest contributions — — — 1,574 1,574 Non-controlling interest distributions — — — (744 ) (744 ) (Increase) decrease in intercompany receivables, net (16,020 ) (121,766 ) 126,426 11,360 — Other financing activities, net 310 — — (2 ) 308 Net cash (used in) provided by financing activities (17,610 ) (1,766 ) 118,709 10,094 109,427 Effect of currency exchange rate changes on cash and cash equivalents and restricted cash — — — 16,163 16,163 NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — (8,211 ) (225,868 ) (5,006 ) (239,085 ) CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT BEGINNING OF PERIOD 7 16,889 271,088 543,428 831,412 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF PERIOD $ 7 $ 8,678 $ 45,220 $ 538,422 $ 592,327 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ — $ 51,987 $ — $ 40 $ 52,027 Income taxes, net $ — $ — $ 5,176 $ 32,157 $ 37,333 |