Guarantor and Nonguarantor Financial Statements | 20. Guarantor and Nonguarantor Financial Statements The following condensed consolidating financial information includes condensed consolidating balance sheets as of December 31, 2018 and 2017, 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, 2018, 2017 and 2016 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, 2018 Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total ASSETS Current Assets: Cash and cash equivalents $ 7 $ 34,063 $ 261,181 $ 481,968 $ — $ 777,219 Restricted cash — — 13,767 72,958 — 86,725 Receivables, net — 5 1,340,120 2,328,466 — 3,668,591 Warehouse receivables (1) — — 664,095 678,373 — 1,342,468 Contract assets — — 289,214 17,806 — 307,020 Prepaid expenses — — 122,305 132,587 — 254,892 Income taxes receivable 6,099 — 18,992 52,692 (6,099 ) 71,684 Other current assets — — 56,853 188,758 — 245,611 Total Current Assets 6,106 34,068 2,766,527 3,953,608 (6,099 ) 6,754,210 Property and equipment, net — — 512,110 209,582 — 721,692 Goodwill — — 2,224,909 1,427,400 — 3,652,309 Other intangible assets, net — — 835,270 606,038 — 1,441,308 Investments in unconsolidated subsidiaries — — 170,698 45,476 — 216,174 Investments in consolidated subsidiaries 6,759,815 5,595,831 3,228,512 — (15,584,158 ) — Intercompany loan receivable — 2,440,775 700,000 711,244 (3,852,019 ) — Deferred tax assets, net — — 2,666 51,755 (2,718 ) 51,703 Other assets, net — 18,257 483,790 117,350 — 619,397 Total Assets $ 6,765,921 $ 8,088,931 $ 10,924,482 $ 7,122,453 $ (19,444,994 ) $ 13,456,793 LIABILITIES AND EQUITY Current Liabilities: Accounts payable and accrued expenses $ 40 $ 17,450 $ 655,582 $ 1,246,755 $ — $ 1,919,827 Accrued bonus and profit sharing — — 685,521 503,874 — 1,189,395 Compensation and employee benefits payable — — 662,196 458,983 — 1,121,179 Contract liabilities — — 41,045 41,182 — 82,227 Income taxes payable — 720 6,417 67,062 (6,099 ) 68,100 Short-term borrowings: Warehouse lines of credit (which fund loans that U.S. Government Sponsored Enterprises have committed to purchase) (1) — — 657,731 671,030 — 1,328,761 Total short-term borrowings — — 657,731 671,030 — 1,328,761 Current maturities of long-term debt — — 39 3,107 — 3,146 Other current liabilities — 1,070 70,202 19,473 — 90,745 Total Current Liabilities 40 19,240 2,778,733 3,011,466 (6,099 ) 5,803,380 Long-Term Debt, net: Long-term debt, net — 1,309,876 18 457,366 — 1,767,260 Intercompany loan payable 1,827,084 — 2,024,935 — (3,852,019 ) — Total Long-Term Debt, net 1,827,084 1,309,876 2,024,953 457,366 (3,852,019 ) 1,767,260 Non-current tax liabilities — — 164,857 7,769 — 172,626 Deferred tax liabilities, net — — — 110,143 (2,718 ) 107,425 Other liabilities — — 360,108 236,092 — 596,200 Total Liabilities 1,827,124 1,329,116 5,328,651 3,822,836 (3,860,836 ) 8,446,891 Commitments and contingencies — — — — — — Equity: CBRE Group, Inc. Stockholders’ Equity 4,938,797 6,759,815 5,595,831 3,228,512 (15,584,158 ) 4,938,797 Non-controlling interests — — — 71,105 — 71,105 Total Equity 4,938,797 6,759,815 5,595,831 3,299,617 (15,584,158 ) 5,009,902 Total Liabilities and Equity $ 6,765,921 $ 8,088,931 $ 10,924,482 $ 7,122,453 $ (19,444,994 ) $ 13,456,793 (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, TD Bank, Fannie Mae ASAP, Capital One and BofA lines of credit are pledged to JP Morgan, TD Bank, Fannie Mae, Capital One and BofA, and accordingly, are not included as collateral for these notes or our other outstanding debt. Condensed Consolidating Balance Sheet As of December 31, 2017 (As Adjusted) (1) Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated 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 Contract assets — — 263,756 9,297 — 273,053 Prepaid expenses — — 81,106 134,230 — 215,336 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 Accrued bonus and profit sharing — — 590,534 487,811 — 1,078,345 Compensation and employee benefits payable — 626 479,306 424,502 — 904,434 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 Non-current tax liabilities — — 135,396 5,396 — 140,792 Deferred tax liabilities, net — — 29,785 122,733 (5,300 ) 147,218 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) We adopted new revenue recognition guidance in the first quarter of 2018. 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 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 Statement of Operations For the Year Ended December 31, 2018 Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Revenue $ — $ — $ 11,998,469 $ 9,341,619 $ — $ 21,340,088 Costs and expenses: Cost of services — — 9,513,947 6,935,265 — 16,449,212 Operating, administrative and other 24,523 1,156 1,773,860 1,566,234 — 3,365,773 Depreciation and amortization — — 271,378 180,610 — 451,988 Total costs and expenses 24,523 1,156 11,559,185 8,682,109 — 20,266,973 Gain on disposition of real estate — — 7,705 7,169 — 14,874 Operating (loss) income (24,523 ) (1,156 ) 446,989 666,679 — 1,087,989 Equity income from unconsolidated subsidiaries — — 323,080 1,584 — 324,664 Other income (loss) — 1 103,657 (10,638 ) — 93,020 Interest income — 134,259 6,805 214,780 (347,259 ) 8,585 Interest expense — 102,228 328,638 23,663 (347,259 ) 107,270 Write-off of financing costs on extinguished debt — 27,982 — — — 27,982 Royalty and management service (income) expense — — (111,883 ) 111,883 — — Income from consolidated subsidiaries 1,081,643 1,079,469 579,523 — (2,740,635 ) — Income before (benefit of) provision for income taxes 1,057,120 1,082,363 1,243,299 736,859 (2,740,635 ) 1,379,006 (Benefit of) provision for income taxes (6,099 ) 720 163,830 154,607 — 313,058 Net income 1,063,219 1,081,643 1,079,469 582,252 (2,740,635 ) 1,065,948 Less: Net income attributable to non-controlling interests — — — 2,729 — 2,729 Net income attributable to CBRE Group, Inc. $ 1,063,219 $ 1,081,643 $ 1,079,469 $ 579,523 $ (2,740,635 ) $ 1,063,219 Condensed Consolidating Statement of Operations For the Year Ended December 31, 2017 (As Adjusted) (1) Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Revenue $ — $ — $ 10,702,005 $ 7,926,782 $ — $ 18,628,787 Costs and expenses: Cost of services — — 8,517,114 5,787,985 — 14,305,099 Operating, administrative and other 5,661 1,972 1,485,605 1,365,482 — 2,858,720 Depreciation and amortization — — 239,863 166,251 — 406,114 Total costs and expenses 5,661 1,972 10,242,582 7,319,718 — 17,569,933 Gain on disposition of real estate — — 6,037 13,791 — 19,828 Operating (loss) income (5,661 ) (1,972 ) 465,460 620,855 — 1,078,682 Equity income from unconsolidated subsidiaries — — 206,655 3,552 — 210,207 Other income — 1 22 9,382 — 9,405 Interest income — 143,425 5,453 4,400 (143,425 ) 9,853 Interest expense — 132,777 115,947 31,515 (143,425 ) 136,814 Royalty and management service expense (income) — — 15,950 (15,950 ) — — Income from consolidated subsidiaries 700,608 695,245 461,769 — (1,857,622 ) — Income before (benefit of) provision for income taxes 694,947 703,922 1,007,462 622,624 (1,857,622 ) 1,171,333 (Benefit of) provision for income taxes (2,162 ) 3,314 312,217 154,388 — 467,757 Net income 697,109 700,608 695,245 468,236 (1,857,622 ) 703,576 Less: Net income attributable to non-controlling interests — — — 6,467 — 6,467 Net income attributable to CBRE Group, Inc. $ 697,109 $ 700,608 $ 695,245 $ 461,769 $ (1,857,622 ) $ 697,109 (1) We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information. Condensed Consolidating Statement of Operations For the Year Ended December 31, 2016 (As Adjusted) (1) Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Revenue $ — $ — $ 10,169,361 $ 7,199,747 $ — $ 17,369,108 Costs and expenses: Cost of services — — 8,133,496 5,287,415 — 13,420,911 Operating, administrative and other 5,003 (8,231 ) 1,454,435 1,329,094 — 2,780,301 Depreciation and amortization — — 225,552 141,375 — 366,927 Total costs and expenses 5,003 (8,231 ) 9,813,483 6,757,884 — 16,568,139 Gain on disposition of real estate — — 3,669 12,193 — 15,862 Operating (loss) income (5,003 ) 8,231 359,547 454,056 — 816,831 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 576,167 604,177 242,732 — (1,423,076 ) — Income before (benefit of) provision for income taxes 571,164 558,803 786,640 388,539 (1,423,076 ) 882,070 (Benefit of) provision for income taxes (1,915 ) (17,364 ) 182,463 133,716 — 296,900 Net income 573,079 576,167 604,177 254,823 (1,423,076 ) 585,170 Less: Net income attributable to non-controlling interests — — — 12,091 — 12,091 Net income attributable to CBRE Group, Inc. $ 573,079 $ 576,167 $ 604,177 $ 242,732 $ (1,423,076 ) $ 573,079 (1) We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2018 Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net income $ 1,063,219 $ 1,081,643 $ 1,079,469 $ 582,252 $ (2,740,635 ) $ 1,065,948 Other comprehensive income (loss): Foreign currency translation loss — — — (161,384 ) — (161,384 ) Adoption of Accounting Standards Update 2016-01, net — — (3,964 ) — — (3,964 ) Amounts reclassified from accumulated other comprehensive loss to interest expense, net — 2,439 — — — 2,439 Unrealized gains on interest rate swaps, net — 708 — — — 708 Unrealized holding losses on available for sale debt securities, net — — (971 ) — — (971 ) Pension liability adjustments, net — — — 1,315 — 1,315 Other, net — — 7 (5,077 ) — (5,070 ) Total other comprehensive income (loss) — 3,147 (4,928 ) (165,146 ) — (166,927 ) Comprehensive income 1,063,219 1,084,790 1,074,541 417,106 (2,740,635 ) 899,021 Less: Comprehensive income attributable to non-controlling interests — — — 1,657 — 1,657 Comprehensive income attributable to CBRE Group, Inc. $ 1,063,219 $ 1,084,790 $ 1,074,541 $ 415,449 $ (2,740,635 ) $ 897,364 Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2017 (As Adjusted) (1) Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net income $ 697,109 $ 700,608 $ 695,245 $ 468,236 $ (1,857,622 ) $ 703,576 Other comprehensive (loss) income: Foreign currency translation gain — — — 218,001 — 218,001 Amounts reclassified from accumulated other comprehensive loss to interest expense, net — 4,964 — — — 4,964 Unrealized gains on interest rate swaps, net — 585 — — — 585 Unrealized holding gains on available for sale debt securities, net — — 2,557 180 — 2,737 Pension liability adjustments, net — — — 12,701 — 12,701 Other, net (2 ) — (21 ) 387 — 364 Total other comprehensive (loss) income (2 ) 5,549 2,536 231,269 — 239,352 Comprehensive income 697,107 706,157 697,781 699,505 (1,857,622 ) 942,928 Less: Comprehensive income attributable to non-controlling interests — — — 6,879 — 6,879 Comprehensive income attributable to CBRE Group, Inc. $ 697,107 $ 706,157 $ 697,781 $ 692,626 $ (1,857,622 ) $ 936,049 (1) We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information. Condensed Consolidating Statement of Comprehensive Income (Loss ) For the Year Ended December 31, 2016 (As Adjusted) (1) Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net income $ 573,079 $ 576,167 $ 604,177 $ 254,823 $ (1,423,076 ) $ 585,170 Other comprehensive income (loss): Foreign currency translation loss — — — (235,614 ) — (235,614 ) 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 debt 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 ) (310,491 ) — (305,662 ) Comprehensive income (loss) 573,079 581,575 603,598 (55,668 ) (1,423,076 ) 279,508 Less: Comprehensive income attributable to non-controlling interests — — — 12,108 — 12,108 Comprehensive income (loss) attributable to CBRE Group, Inc. $ 573,079 $ 581,575 $ 603,598 $ (67,776 ) $ (1,423,076 ) $ 267,400 (1) We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information. Condensed Consolidating Statement of Cash Flow For the Year Ended December 31, 2018 Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Consolidated Total CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: $ 105,850 $ 21,834 $ 429,540 $ 574,025 $ 1,131,249 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — (140,670 ) (87,133 ) (227,803 ) Acquisition of businesses, including net assets acquired, intangibles and goodwill, net of cash acquired — — (305,315 ) (17,258 ) (322,573 ) Contributions to unconsolidated subsidiaries — — (51,046 ) (11,756 ) (62,802 ) Distributions from unconsolidated subsidiaries — — 57,269 4,440 61,709 Net proceeds from disposition of real estate held for investment — — — 14,174 14,174 Purchase of equity securities — — (21,402 ) — (21,402 ) Proceeds from sale of equity securities — — 16,314 — 16,314 Purchase of available for sale debt securities — — (23,360 ) — (23,360 ) Proceeds from the sale of available for sale debt securities — — 5,792 — 5,792 Other investing activities, net — — 2,793 (3,526 ) (733 ) Net cash used in investing activities — — (459,625 ) (101,059 ) (560,684 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from senior term loans — 550,000 — 452,745 1,002,745 Repayment of senior term loans — (450,000 ) — — (450,000 ) Proceeds from revolving credit facility — 3,258,000 — — 3,258,000 Repayment of revolving credit facility — (3,258,000 ) — — (3,258,000 ) Repayment of 5.00% senior notes (including premium) — (820,000 ) — — (820,000 ) Proceeds from notes payable on real estate — — — 7,599 7,599 Repayment of notes payable on real estate — — — (19,058 ) (19,058 ) Repayment of debt assumed in acquisition of FacilitySource — — (26,295 ) — (26,295 ) Repurchase of common stock (161,034 ) — — — (161,034 ) Acquisition of businesses (cash paid for acquisitions more than three months after purchase date) — — (16,774 ) (1,886 ) (18,660 ) Units repurchased for payment of taxes on equity awards (29,386 ) — — — (29,386 ) Non-controlling interest contributions — — — 25,355 25,355 Non-controlling interest distributions — — — (13,413 ) (13,413 ) Payment of financing costs — (212 ) — (1,876 ) (2,088 ) Decrease (increase) in intercompany receivables, net 84,213 716,837 233,975 (1,035,025 ) — Other financing activities, net 357 — (16 ) (2,706 ) (2,365 ) Net cash (used in) provided by financing activities (105,850 ) (3,375 ) 190,890 (588,265 ) (506,600 ) Effect of currency exchange rate changes on cash and cash equivalents and restricted cash — — — (24,840 ) (24,840 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — 18,459 160,805 (140,139 ) 39,125 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 $ 34,063 $ 274,948 $ 554,926 $ 863,944 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ — $ 102,491 $ — $ 1,674 $ 104,165 Income taxes, net $ — $ — $ 198,930 $ 176,919 $ 375,849 Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2017 (As Adjusted) (1) Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Consolidated Total CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: $ 89,341 $ 37,990 $ 424,787 $ 342,293 $ 894,411 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — (121,347 ) (56,695 ) (178,042 ) Acquisition of businesses, including net assets acquired, intangibles and goodwill, net of cash acquired — — (87,248 ) (31,179 ) (118,427 ) Contributions to unconsolidated subsidiaries — — (63,119 ) (5,581 ) (68,700 ) Distributions from unconsolidated subsidiaries — — 52,896 10,768 63,664 Purchase of equity securities — — (15,584 ) — (15,584 ) Proceeds from sale of equity securities — — 15,587 — 15,587 Purchase of available for sale debt securities — — (19,280 ) — (19,280 ) Proceeds from the sale of available for sale debt securities — — 15,790 — 15,790 Other investing activities, net — — 1,968 424 2,392 Net cash used in investing activities — — (220,337 ) (82,263 ) (302,600 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from senior term loans — 200,000 — — 200,000 Repayment of senior term loans — (751,876 ) — — (751,876 ) Proceeds from revolving credit facility — 1,521,000 — — 1,521,000 Repayment of revolving credit facility — (1,521,000 ) — — (1,521,000 ) Proceeds from notes payable on real estate — — — 4,333 4,333 Repayment of notes payable on real estate — — — (12,556 ) (12,556 ) Acquisition of businesses (cash paid for acquisitions more than three months after purchase date) — — (19,854 ) (4,152 ) (24,006 ) Units repurchased for payment of taxes on equity awards (29,549 ) — — — (29,549 ) Non-controlling interest contributions — — — 5,301 5,301 Non-controlling interest distributions — — — (8,715 ) (8,715 ) Payment of financing costs — (7,978 ) — (21 ) (7,999 ) (Increase) decrease in intercompany receivables, net (60,271 ) 520,579 (338,396 ) (121,912 ) — Other financing activities, net 479 — (3,145 ) (9 ) (2,675 ) Net cash used in financing activities (89,341 ) (39,275 ) (361,395 ) (137,731 ) (627,742 ) Effect of currency exchange rate changes on cash and cash equivalents and restricted cash — — — 29,338 29,338 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — (1,285 ) (156,945 ) 151,637 (6,593 ) 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 $ 15,604 $ 114,143 $ 695,065 $ 824,819 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ — $ 117,072 $ — $ 92 $ 117,164 Income taxes, net $ — $ — $ 198,520 $ 158,477 $ 356,997 (1) We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 (As Adjusted) (1) Parent CBRE Services Guarantor Subsidiaries Nonguarantor Subsidiaries Consolidated Total CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: $ 84,393 $ (23,643 ) $ 296,501 $ 259,734 $ 616,985 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — (115,049 ) (76,156 ) (191,205 ) Acquisition of businesses, including net assets acquired, intangibles and goodwill, net of cash acquired — — (2,191 ) (18,886 ) (21,077 ) Contributions to unconsolidated subsidiaries — — (47,192 ) (19,624 ) (66,816 ) Distributions from unconsolidated subsidiaries — — 39,340 7,435 46,775 Net proceeds from disposition of real estate held for investment — — — 44,326 44,326 Purchase of equity securities — — (15,506 ) — (15,506 ) Proceeds from sale of equity securities — — 16,954 — 16,954 Purchase of available for sale debt securities — — (22,155 ) — (22,155 ) Proceeds from the sale of available for sale debt securities — — 18,097 — 18,097 Other investing activities, net — — 19,178 20,905 40,083 Net cash used in investing activities — — (108,524 ) (42,000 ) (150,524 ) 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 — — — 25,001 25,001 Repayment of notes payable on real estate — — — (38,046 ) (38,046 ) Acquisition of businesses (cash paid for acquisitions more than three months after purchase date) — — (1,125 ) (19,909 ) (21,034 ) Units repurchased for payment of taxes on equity awards (27,426 ) — — — (27,426 ) 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 (68,422 ) (47,460 ) — Other financing activities, net 915 — (1,173 ) (185 ) (443 ) Net cash (used in) provided by financing activities (84,391 ) 32,053 (70,720 ) (97,619 ) (220,677 ) Effect of currency exchange rate changes on cash and cash equivalents and restricted cash — — — (27,539 ) (27,539 ) NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 2 8,410 117,257 92,576 218,245 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT BEGINNING OF PERIOD 5 8,479 153,831 450,852 613,167 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF PERIOD $ 7 $ 16,889 $ 271,088 $ 543,428 $ 831,412 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 (1) We adopted new revenue recognition guidance in the first quarter of 2018. Certain restatements have been made to the 2017 and 2016 financial statements to conform with the 2018 presentation. See Notes 2 and 3 for more information. |