(1)During the first quarter of 2024, we incurred integration and other costs related to acquisitions of $18 million in deal and integration costs, offset by reversal of $22 million in previously recognized transaction-related bonus expense due to change in estimate.
Our chief operating decision maker (CODM) is not provided with total asset information by segment and accordingly, does not measure or allocate total assets on a segment basis. As a result, we have not disclosed any asset information by segment.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Geographic Information
Revenue in the table below is allocated based upon the country in which services are performed (dollars in millions):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue
United States
$
5,210
$
4,274
$
14,302
$
12,630
United Kingdom
1,257
1,100
3,537
3,152
All other countries
2,569
2,494
7,524
7,217
Total revenue
$
9,036
$
7,868
$
25,363
$
22,999
On June 24, 2024, we announced plans to combine our project management business with our Turner & Townsend subsidiary and expect this transaction to close early 2025. We intend to organize our operations around, and publicly report our financial results on, four reportable segments in 2025. For the remainder of 2024, we will continue to report our financial results under our existing reportable segments given this is how the CODM currently manages the business.
15. Telford Fire Safety Remediation
The accompanying consolidated balance sheets include an estimated liability of approximately $226 million (of which $110 million was current) and $192 million (of which $82 million was current) as of September 30, 2024 and December 31, 2023, respectively, related to the remediation efforts. The balance increased as of September 30, 2024 based on additional information obtained and evaluations performed allowing for a more refined estimate on a building-by-building basis.
Management obtained additional fire safety assessments, reviewed various inputs and assumptions, including bids from subcontractors, and believes the above balance remains our best estimate of future losses associated with overall remediation efforts.
The estimated remediation costs for in-scope buildings are subjective, highly complex and dependent on a number of variables outside of Telford Homes’ control. These include, but are not limited to, individual remediation requirements for each building, the time required for the remediation to be completed, cost of construction or remediation materials, availability of construction materials, potential discoveries made during remediation that could necessitate incremental work, investigation costs, availability of qualified fire safety engineers, potential business disruption costs, potential changes to or new regulations and regulatory approval. We will continue to assess new information as it becomes available during the remediation process and adjust our estimated liability accordingly.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
16. Restructuring Activities
The company continued to execute various restructuring activities during the third quarter of 2024 to simplify management and workforce structure and improve efficiencies in its operations. The following tables present the detail of expenses incurred by segment during the three and nine months ended September 30, 2024 (dollars in millions):
Three Months Ended September 30, 2024
Advisory Services
Global Workplace Solutions
Real Estate Investments
Corporate
Consolidated
Employee separation benefits
$
13
$
11
$
4
$
4
$
32
Professional fees and other
—
—
—
32
32
Total
$
13
$
11
$
4
$
36
$
64
Nine Months Ended September 30, 2024
Advisory Services
Global Workplace Solutions
Real Estate Investments
Corporate
Consolidated
Employee separation benefits
$
13
$
40
$
4
$
55
$
112
Professional fees and other
—
—
—
71
71
Total
$
13
$
40
$
4
$
126
$
183
During the nine months ended September 30, 2023, total restructuring charges of $154 million were incurred, of which $147 million were incurred during the three months ended March 31, 2023.
The following table shows ending liability balances associated with major cash-based charges (dollars in millions):
Employee separation benefits
Professional fees and other
Balance at December 31, 2023
$
13
$
—
Expense incurred
112
58
Payments made
(100)
(33)
Balance at September 30, 2024
$
25
$
25
We expect these restructuring activities to be substantially completed by the end of fiscal year 2024.
Ending balance related to employee separation benefits is included in “Compensation and employee benefits payable” in the accompanying consolidated balance sheets. Of the total charges incurred, $29 million is included within the “Cost of revenue” line item and $83 million is included in the “Operating, administrative and other” line item in the accompanying consolidated statement of operations for the nine months ended September 30, 2024.
Ending balance related to professional fees and other is included in “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets. The majority of charges are included within the “Operating, administrative and other” line item in the accompanying consolidated statement of operations for the nine months ended September 30, 2024.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) provides the reader with management’s perspective on our financial condition, results of operations, liquidity and certain other factors that may affect future results. The MD&A in this Quarterly Report on Form 10-Q (Quarterly Report) for CBRE Group, Inc. for the three and nine months ended September 30, 2024 should be read in conjunction with our consolidated financial statements and related notes included in our 2023 Annual Report on Form 10-K (2023 Annual Report) as well as the unaudited financial statements included elsewhere in this Quarterly Report.
In addition, the statements and assumptions in this Quarterly Report that are not statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about our plans, strategies and prospects as well as estimates of industry growth for the next quarter and beyond. For important information regarding these forward-looking statements, please see the discussion below under the caption “Cautionary Note on Forward-Looking Statements.”
Business Environment
The operating environment for commercial real estate continued to improve in the third quarter of 2024. Most notably, office leasing activity accelerated in the third quarter as greater certainty about the economic outlook supports occupier decision making across primary and secondary markets, particularly in the U.S. and Europe. Increased liquidity, lower borrowing costs and improved investor sentiment resulted an increase in investment sales for the first time since 2022. As capital returns to real estate, opportunities to harvest gains from real estate development and investment management portfolios are expected to increase.
Capital Allocation
We used $62 million in the quarter for share repurchases, while maintaining substantial liquidity to finance future growth.
The following table sets forth items derived from our consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue:
Net revenue:
Facilities management
$
1,780
19.6
%
$
1,455
18.5
%
$
5,030
19.8
%
$
4,289
18.7
%
Property management
543
6.0
%
444
5.6
%
1,548
6.1
%
1,345
5.9
%
Project management
872
9.7
%
777
9.9
%
2,512
9.9
%
2,277
9.9
%
Valuation
178
2.0
%
163
2.1
%
528
2.1
%
508
2.2
%
Loan servicing
81
0.9
%
81
1.0
%
247
1.0
%
238
1.0
%
Advisory leasing
984
10.9
%
827
10.5
%
2,607
10.3
%
2,350
10.2
%
Capital markets:
Advisory sales
422
4.7
%
370
4.7
%
1,133
4.5
%
1,135
4.9
%
Commercial mortgage origination
163
1.8
%
107
1.4
%
383
1.5
%
268
1.2
%
Investment management
196
2.2
%
137
1.7
%
494
1.9
%
436
1.9
%
Development services
106
1.2
%
73
0.9
%
268
1.1
%
254
1.1
%
Corporate, other and eliminations
(7)
(0.1)
%
(4)
0.0
%
(16)
(0.1)
%
(12)
(0.1)
%
Total net revenue
5,318
58.9
%
4,430
56.3
%
14,734
58.1
%
13,088
56.9
%
Pass-through costs also recognized as revenue
3,718
41.1
%
3,438
43.7
%
10,629
41.9
%
9,911
43.1
%
Total revenue
9,036
100.0
%
7,868
100.0
%
25,363
100.0
%
22,999
100.0
%
Costs and expenses:
Cost of revenue
7,252
80.2
%
6,397
81.3
%
20,521
80.9
%
18,583
80.8
%
Operating, administrative and other
1,237
13.7
%
1,058
13.4
%
3,538
13.9
%
3,356
14.6
%
Depreciation and amortization
178
2.0
%
149
1.9
%
497
2.0
%
465
2.0
%
Total costs and expenses
8,667
95.9
%
7,604
96.6
%
24,556
96.8
%
22,404
97.4
%
(Loss) gain on disposition of real estate
(1)
0.0
%
5
0.1
%
12
0.0
%
18
0.1
%
Operating income
368
4.1
%
269
3.4
%
819
3.2
%
613
2.8
%
Equity (loss) income from unconsolidated subsidiaries
(4)
0.0
%
(13)
(0.2)
%
(77)
(0.3)
%
121
0.5
%
Other income
12
0.1
%
14
0.2
%
26
0.1
%
22
0.1
%
Interest expense, net of interest income
64
0.7
%
38
0.5
%
163
0.6
%
110
0.5
%
Income before provision for income taxes
312
3.5
%
232
2.9
%
605
2.4
%
646
2.8
%
Provision for income taxes
67
0.8
%
31
0.4
%
70
0.3
%
114
0.5
%
Net income
245
2.7
%
201
2.6
%
535
2.1
%
532
2.3
%
Less: Net income attributable to non-controlling interests
20
0.2
%
10
0.1
%
54
0.2
%
23
0.1
%
Net income attributable to CBRE Group, Inc.
$
225
2.5
%
$
191
2.4
%
$
481
1.9
%
$
509
2.2
%
Core EBITDA
$
688
7.6
%
$
436
5.5
%
$
1,618
6.4
%
$
1,472
6.4
%
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
We reported consolidated net income of $225 million for the quarter, an increase of 17.8% from $191 million in the same period in 2023. Over the same time period, revenue increased 14.8% to $9.0 billion.
The revenue increase reflected an increase across all lines of businesses in the Advisory Services segment, with strong growth in leasing, particularly for office space, commercial mortgage origination, and property management, as well as continued strong growth in the Global Workplace Solutions (GWS) segment. Overall, revenue from our Resilient Businesses (comprised of facilities management, project management, property management, loan servicing, asset management fees in our investment management business and valuations), which generally grow across market cycles, increased approximately 12.6% in the quarter. Our Transactional Businesses (sales, leasing, mortgage origination, carried interest and incentive fees in our
investment management business, and development fees), which are subject to market cycles, saw revenue increase 25.7% in the quarter. Lower interest rates drove an increase in property sales and commercial mortgage origination, along with leasing, which was up 19.0%, in the Advisory Services segment and investment and development activities in the Real Estate Investments (REI) segment, both of which are sensitive to market cycles and interest rate fluctuations.
Foreign currency translation had a 0.6% negative impact on revenue, reflecting the weakness in the Brazilian real, Canadian dollar and Mexican peso partially offset by strength in the British pound sterling.
Cost of revenue increased 13.4% during the quarter due to the strong revenue growth noted previously, consisting of higher pass-through costs, higher compensation, higher transaction commissions, and higher indirect reimbursed costs. Foreign currency translation had a 0.5% positive impact on total cost of revenue. Cost of revenue decreased to 80.2% of total revenue from 81.3% in the third quarter 2023, driven by growth in our Advisory Services segment revenue that generally has higher gross margin.
Operating, administrative and other expenses increased by 16.9%, primarily due to $61 million of restructuring charges (employee separation benefits, contract termination fees, consulting charges, etc.) and an indirect tax accrual in the third quarter of 2024 versus $4 million recorded in the same period in the prior year. In addition, we recorded higher incentive compensation expense compared to the same quarter in the prior year to align with improved business performance. Foreign currency translation had a 0.3% positive impact on total operating, administrative and other expenses during the quarter. Operating expenses as a percentage of revenue slightly increased to 13.7% in the third quarter 2024 from 13.4% in the third quarter 2023, reflecting higher operating expenses related to restructuring charges and the indirect tax accrual.
Depreciation and amortization expense increased by 19.5% during the quarter, reflecting higher amortization expense related to intangibles from recent acquisitions such as J&J Worldwide Services.
We incurred an equity loss of $4 million versus an equity loss of $13 million in last year’s third quarter. This was mainly due to lower net unrealized losses related to equity investments.
Interest expense, net of interest income, increased by 68.4%, compared with the third quarter 2023. This increase was primarily due to the impact of higher interest rates, increased borrowings on the revolving credit facilities, and the issuance of new debt in 2024.
Our provision for income taxes on a consolidated basis was $67 million for the three months ended September 30, 2024 as compared to a provision for income taxes of $31 million for the three months ended September 30, 2023. The increase of $36 million is primarily related to an increase in earnings. Our effective tax rate increased to 21.5% for the three months ended September 30, 2024 from 13.2% for the three months ended September 30, 2023. Our effective tax rate for the three months ended September 30, 2024 is different than the U.S. federal statutory tax rate of 21.0%, primarily due to U.S. state taxes and favorable permanent book tax differences.
The Organization for Economic Co-operation & Development (OECD) Pillar Two Model Rules established a minimum global effective tax rate of 15% on country-by-country profits for large multinational companies. European Union member states along with many other countries have adopted, or expect to adopt, the OECD Pillar Two Model effective January 1, 2024 or thereafter. The OECD and other countries continue to publish guidelines and legislation which include transition and safe harbor rules. The Pillar Two top-up taxes are not expected to have a material impact to our financial statements for 2024. However, we continue to monitor new legislative changes and assess the global impact of the Pillar Two Model Rules, including the potential applicability and impact of the under-taxed profits rule that is effective in 2025.
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
We reported consolidated net income of $481 million for the nine months ended September 30, 2024 on revenue of $25.4 billion as compared to consolidated net income of $509 million on revenue of $23.0 billion for the nine months ended September 30, 2023.
The revenue increase reflected growth in property management, leasing activity, particularly for office space, commercial mortgage origination, loan servicing, and continued strong growth in the GWS segment. Although we began to see an increase in property sales in our Advisory Services segment due to lower interest rates in the third quarter of 2024, higher interest rates for the first half of 2024 continued to weigh on property sales in the Advisory Services segment and investment
and development activities in the REI segment, both of which are sensitive to market cycles and interest rates. Overall, revenue from our Resilient Businesses increased 10.1% for the period. Our Transactional Businesses saw revenue edge up 11.0%.
Foreign currency translation had a 0.4% negative impact on total revenue during the nine months ended September 30, 2024, primarily driven by weakness in the Japanese yen, partially offset by strength in the British pound sterling.
Cost of revenue increased 10.4% during the nine months ended September 30, 2024 as compared to the same period in 2023 due to revenue growth, consisting of higher pass-through costs, higher compensation, and higher indirect reimbursed costs. Foreign currency translation had a 0.4% positive impact on total cost of revenue. Cost of revenue increased slightly to 80.9% of total revenue from 80.8%, driven by higher cost to support growth in GWS revenues.
Operating, administrative and other expenses increased 5.4% as compared to the same period last year. The company incurred approximately $171 million in restructuring and an indirect tax accrual this year versus $145 million recorded in the same period in the prior year, and higher compensation expense. This was partially offset by bonus expense reversal as part of the restructuring activities and lower bonus expense related to the REI segment to align with overall expected segment performance. Foreign currency translation had a 0.2% positive impact on total operating expenses during the nine months ended September 30, 2024. Operating expenses as a percentage of revenue decreased to 13.9% from 14.6%, as operating expenses grew slower than revenue.
Depreciation and amortization expense increased by 6.9% during the nine months ended September 30, 2024 as compared to the same period in 2023, reflecting higher depreciation and amortization expense related to assets acquired from recent acquisitions such as J&J Worldwide Services.
We incurred an equity loss of $77 million during the nine months ended September 30, 2024 compared to equity income of $121 million in the same period in 2023. This was mainly due to an unusually large development asset disposition in first-quarter 2023 that did not recur in 2024. In addition, we recorded higher unrealized losses related to our non-core strategic equity investment in Altus Power, Inc. (Altus) in the nine months ended September 30, 2024.
Other income increased to $26 million from $22 million, reflecting positive fair value adjustments on certain financial instruments related to our investment in Industrious this year as compared to the same period last year.
Interest expense, net of interest income, increased by 48.2% for the nine months ended September 30, 2024 as compared to the same period in 2023. This increase was primarily due to the impact of higher interest rates, during most of the period, increased borrowings on the revolving credit facilities, and the issuance of new debt during the first quarter of 2024 and in late second-quarter 2023.
Our provision for income taxes on a consolidated basis was $70 million for the nine months ended September 30, 2024 as compared to a provision for income taxes of $114 million for the nine months ended September 30, 2023. The decrease of $44 million is primarily related to the reversal of unrecognized tax positions. Our effective tax rate decreased to 11.6% for the nine months ended September 30, 2024 from 17.6% for the nine months ended September 30, 2023. Our effective tax rate for the nine months ended September 30, 2024 is different than the U.S. federal statutory tax rate of 21.0% primarily due to the reversal of unrecognized tax positions, U.S. state taxes, and favorable permanent book tax differences.
The Organization for Economic Co-operation & Development (OECD) Pillar Two Model Rules established a minimum global effective tax rate of 15% on country-by-country profits for large multinational companies. European Union member states along with many other countries have adopted, or expect to adopt, the OECD Pillar Two Model effective January 1, 2024 or thereafter. The OECD and other countries continue to publish guidelines and legislation which include transition and safe harbor rules. The Pillar Two top-up taxes are not expected to have a material impact to our financial statements for 2024. However, we continue to monitor new legislative changes and assess the global impact of the Pillar Two Model Rules, including the potential applicability and impact of the under-taxed profits rule that is effective in 2025.
On June 24, 2024, we announced plans to combine our project management business with our Turner & Townsend subsidiary and expect this transaction to close in early 2025. We intend to organize our operations around, and publicly report our financial results on, four reportable segments in 2025. For the remainder of 2024, we will continue to report our financial results under our existing reportable segments given this is how the chief operating decision maker currently manages the business.
As of September 30, 2024, we organize our operations around, and publicly report our financial results on, three global business segments: (1) Advisory Services; (2) Global Workplace Solutions; and (3) Real Estate Investments.
Advisory Services provides a comprehensive range of services globally, including property leasing, capital markets (property sales and mortgage origination), mortgage sales and servicing, property management, and valuation. Global Workplace Solutions provides a broad suite of integrated, contractually based outsourcing services to occupiers of real estate, including facilities management and project management. Real Estate Investments includes investment management services provided globally and development services in the U.S., U.K. and Continental Europe.
We also have a Corporate and Other segment. Corporate primarily consists of corporate overhead costs. Other consists of activities from strategic non-core non-controlling equity investments and is considered an operating segment but does not meet the aggregation criteria for presentation as a separate reportable segment and is, therefore, combined with Corporate and reported as Corporate and other. It also includes eliminations related to inter-segment revenue. For additional information on our segments, see Note 14 of the Notes to Consolidated Financial Statements (Unaudited) set forth in Item 1 of this Quarterly Report.
The following table summarizes our results of operations for our Advisory Services operating segment for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue:
Net revenue:
Property management
$
543
22.7
%
$
444
22.1
%
$
1,548
23.7
%
$
1,345
22.8
%
Valuation
178
7.4
%
163
8.1
%
528
8.1
%
508
8.6
%
Loan servicing
81
3.4
%
81
4.0
%
247
3.8
%
238
4.0
%
Advisory leasing
984
41.1
%
827
41.1
%
2,607
40.0
%
2,350
39.8
%
Capital markets:
Advisory sales
422
17.6
%
370
18.4
%
1,133
17.4
%
1,135
19.2
%
Commercial mortgage origination
163
6.8
%
107
5.3
%
383
5.9
%
268
4.5
%
Total segment net revenue
2,371
99.0
%
1,992
99.0
%
6,446
98.9
%
5,844
98.9
%
Pass-through costs also recognized as revenue
24
1.0
%
21
1.0
%
72
1.1
%
64
1.1
%
Total segment revenue
2,395
100.0
%
2,013
100.0
%
6,518
100.0
%
5,908
100.0
%
Costs and expenses:
Cost of revenue
1,478
61.7
%
1,253
62.3
%
3,985
61.1
%
3,613
61.2
%
Operating, administrative and other
517
21.6
%
497
24.7
%
1,529
23.5
%
1,518
25.7
%
Depreciation and amortization
70
2.9
%
66
3.2
%
202
3.1
%
215
3.6
%
Total costs and expenses
2,065
86.2
%
1,816
90.2
%
5,716
87.7
%
5,346
90.5
%
Operating income
330
13.8
%
197
9.8
%
802
12.3
%
562
9.5
%
Equity income from unconsolidated subsidiaries
1
0.0
%
1
0.0
%
1
0.0
%
3
0.1
%
Other income
—
0.0
%
11
0.7
%
2
0.0
%
15
0.3
%
Add-back: Depreciation and amortization
70
2.9
%
66
3.2
%
202
3.1
%
215
3.6
%
Adjustments:
Costs associated with efficiency and cost-reduction initiatives
13
0.6
%
2
0.1
%
13
0.2
%
67
1.1
%
Segment operating profit and segment operating profit on revenue margin
$
414
17.3
%
$
277
13.8
%
$
1,020
15.6
%
$
862
14.6
%
Segment operating profit on net revenue margin
17.5
%
13.9
%
15.8
%
14.8
%
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
Revenue increased 19.0% during the quarter. Global leasing revenue rose 19.0%, driven by Americas which grew 19.9%, including 24.1% in the United States and the United Kingdom, which grew 31.3%. Property sales revenue was up 14.1%, reflecting the impact of lower interest rates and improving credit conditions. The company’s loan origination business benefited from higher loan origination fees driven by increased financing activity, resulting from lower interest rates. Property management grew 22.3% fueled by growth across regions and in the U.S. and continued growth from the Brookfield portfolio. Foreign currency translation had a 0.5% negative impact on total revenue during the quarter, primarily driven by weakness in the Brazilian real, partially offset by strength in the British pound sterling.
Cost of revenue increased 18.0%, primarily reflecting business growth, higher reimbursable expenses in property management and higher professional compensation as bonuses reset. Foreign currency translation had a 0.4% positive impact on total cost of revenue. Cost of revenue decreased to 61.7% of total revenue from 62.3% in the 2023 third quarter, primarily due to growth in leasing and sales, which have higher margins.
Operating, administrative and other expenses increased by 4.0%, primarily due to incentive compensation expense increases in the current quarter to align with business performance. Foreign currency translation had a 0.8% positive impact on total operating expenses.
In connection with the origination and sale of mortgage loans for which the company retains servicing rights, we record servicing assets or liabilities based on the fair value of the retained mortgage servicing rights (MSRs) on the date the loans are sold. Upon origination of a mortgage loan held for sale, the fair value of the mortgage servicing rights to be retained is included in the forecasted proceeds from the anticipated loan sale and results in a net gain (which is reflected in revenue). Subsequent to the initial recording, MSRs are amortized (within amortization expense) and carried at the lower of amortized cost or fair value in other intangible assets in the accompanying consolidated balance sheets. They are amortized in proportion to and over the estimated period that the servicing income is expected to be received.
For the three months ended September 30, 2024, MSRs contributed $38 million to operating income, offset by $36 million of amortization of related intangible assets. The MSR contribution to third quarter 2023 operating income was $22 million and amortization totaled $35 million.
Depreciation and amortization expense increased 6.1% primarily due to higher amortization of mortgage servicing rights as described above.
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
Revenue increased 10.3% for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. Global leasing revenue rose 10.9%, driven by Americas which grew 12.4%, including 14.6% in the United States and the United Kingdom, which grew 10.6%. Property sales revenue was down 0.2%, reflecting high interest rates and difficult credit conditions in the first half of 2024, offset by an increase in property sales in the third quarter 2024, driven by lower interest rates. The company’s loan origination business benefited from higher loan fees and a significant increase in interest earnings on escrow balances. Property management also grew solidly, up 15.1%. Foreign currency translation had a 0.5% negative impact on total revenue during the nine months ended September 30, 2024, primarily driven by weakness in Japanese yen, partially offset by strength in the British pound sterling.
Cost of revenue increased 10.3%, primarily reflecting business growth, higher reimbursable expenses in property management, higher professional compensation and higher commission expense. Foreign currency translation had a 0.4% positive impact on total cost of revenue. Cost of revenue slightly decreased to 61.1% of total revenue from 61.2% for the same period in 2023 due to growth in leasing and improving sales.
Operating, administrative and other expenses slightly increased by 0.7% for the nine months ended September 30, 2024 as compared to the same period in 2023, driven by higher variable employee compensation costs. The increase was partially offset by lower restructuring expenses as the Advisory Services segment recorded significant restructuring expenses in the first half of 2023, as the segment went through rapid cost take out that did not recur this year. Foreign currency translation also had a 0.4% positive impact on total operating expenses.
For the nine months ended September 30, 2024, MSRs contributed $74 million to operating income, offset by $104 million of amortization of related intangible assets. For the nine months ended September 30, 2023, MSRs contributed $60 million to operating income, offset by $109 million of amortization of related intangible assets. The increase was associated with higher origination activity given an increase in financing activities in the third quarter of 2024.
Depreciation and amortization expense decreased 6.0% primarily due to lower amortization of mortgage servicing rights as described above and due to accelerated depreciation expense recorded in the first half of 2023, as part of cost savings initiatives that did not recur this year.
The following table summarizes our results of operations for our Global Workplace Solutions (GWS) operating segment for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue:
Net revenue:
Facilities management
$
1,780
28.1
%
$
1,455
25.8
%
$
5,030
27.8
%
$
4,289
26.1
%
Project management
872
13.7
%
777
13.7
%
2,512
13.9
%
2,277
13.9
%
Total segment net revenue
2,652
41.8
%
2,232
39.5
%
7,542
41.7
%
6,566
40.0
%
Pass-through costs also recognized as revenue
3,694
58.2
%
3,417
60.5
%
10,557
58.3
%
9,847
60.0
%
Total segment revenue
6,346
100.0
%
5,649
100.0
%
18,099
100.0
%
16,413
100.0
%
Costs and expenses:
Cost of revenue
5,716
90.1
%
5,104
90.3
%
16,372
90.5
%
14,844
90.4
%
Operating, administrative and other
329
5.2
%
303
5.4
%
980
5.4
%
932
5.7
%
Depreciation and amortization
90
1.4
%
66
1.2
%
242
1.3
%
196
1.2
%
Total costs and expenses
6,135
96.7
%
5,473
96.9
%
17,594
97.2
%
15,972
97.3
%
Operating income
211
3.3
%
176
3.1
%
505
2.8
%
441
2.7
%
Equity (loss) income from unconsolidated subsidiaries
(9)
(0.1)
%
1
0.0
%
(5)
0.0
%
1
0.0
%
Other income
1
0.0
%
1
0.0
%
3
0.0
%
3
0.0
%
Add-back: Depreciation and amortization
90
1.4
%
66
1.2
%
242
1.3
%
196
1.2
%
Adjustments:
Integration and other costs related to acquisitions (1)
5
0.1
%
5
0.1
%
13
0.1
%
21
0.1
%
Costs associated with efficiency and cost-reduction initiatives
11
0.2
%
2
0.0
%
41
0.2
%
52
0.3
%
Impact of fair value non-cash adjustments related to unconsolidated equity investments
9
0.1
%
—
0.0
%
9
0.1
%
—
0.0
%
Segment operating profit and segment operating profit on revenue margin
(1)During the first quarter of 2024, we incurred integration and other costs related to acquisitions of $18 million in deal and integration costs, offset by reversal of $22 million in previously recognized transaction-related bonus expense due to change in estimate.
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
Revenue increased 12.3%, reflecting a double-digit increase in facilities management, led by the Enterprise and Local businesses, and growth in project management due to continued strong performance from Turner & Townsend. Foreign currency translation had a 0.7% negative impact on total revenue during the quarter, primarily driven by weakness in the Mexican peso, partially offset by strength in the British pound sterling.
Cost of revenue increased 12.0%, driven by higher pass-through costs and increased professional compensation. Foreign currency translation had a 0.6% positive impact on total cost of revenue. Cost of revenue was 90.1% of total revenue, slightly down from 90.3% in the third quarter 2023.
Operating, administrative and other expenses increased 8.6%, primarily due to higher employee compensation expenses, and restructuring expenses such as severance. Foreign currency translation had a negligible impact on total operating expenses during the quarter.
Depreciation and amortization expense increased 36.4%, reflecting higher amortization expense related to intangibles from recent acquisitions such as J&J Worldwide Services.
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
Revenue increased 10.3% for the nine months ended September 30, 2024 as compared to the same period in 2023, reflecting a double-digit increase in facilities management, led by the Enterprise and Local business, and growth in project management due to continued strong growth from Turner & Townsend. Foreign currency translation had a 0.4% negative impact on total revenue, primarily driven by weakness in the Japanese yen, partially offset by strength in the British pound sterling.
Cost of revenue increased 10.3%, driven by higher pass-through costs, higher indirect reimbursed costs, and increased professional compensation to support the growth in the business. Foreign currency translation had a 0.4% positive impact on total cost of revenue. Cost of revenue was 90.5% of total revenue, a slight increase from 90.4% for the nine months ended September 30, 2023, primarily due to a shift in composition of revenue with more revenue coming from facilities management, supported by the J&J acquisition, which generally has lower margins as compared to project management.
Operating, administrative and other expenses increased 5.2%, primarily due to restructuring charges incurred related to cost savings initiatives and the inclusion of J&J’s operating results since acquisition at the end of February 2024. Foreign currency translation also had a 0.3% positive impact on total operating expenses during the nine months ended September 30, 2024.
Depreciation and amortization expense increased 23.5% primarily due to increased amortization expense on intangibles related to the J&J and certain other in-fill acquisitions.
The following table summarizes our results of operations for our Real Estate Investments (REI) operating segment for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue:
Investment management
$
196
64.9
%
$
137
65.0
%
$
494
64.8
%
$
436
63.1
%
Development services
106
35.1
%
73
35.0
%
268
35.2
%
254
36.9
%
Total segment revenue
302
100.0
%
210
100.0
%
762
100.0
%
690
100.0
%
Costs and expenses:
Cost of revenue
60
19.9
%
43
20.4
%
161
21.1
%
133
19.2
%
Operating, administrative and other
229
75.8
%
153
73.1
%
586
76.9
%
582
84.4
%
Depreciation and amortization
4
1.3
%
3
1.4
%
10
1.3
%
13
1.8
%
Total costs and expenses
293
97.0
%
199
94.9
%
757
99.3
%
728
105.4
%
(Loss) gain on disposition of real estate
(1)
(0.3)
%
5
2.6
%
12
1.6
%
18
2.6
%
Operating income (loss)
8
2.7
%
16
7.7
%
17
2.3
%
(20)
(2.8)
%
Equity income (loss) from unconsolidated subsidiaries
14
4.7
%
(4)
(1.7)
%
29
3.8
%
160
23.1
%
Other income (loss)
8
2.6
%
—
(0.2)
%
6
0.8
%
(1)
(0.1)
%
Add-back: Depreciation and amortization
4
1.3
%
3
1.4
%
10
1.3
%
13
1.8
%
Adjustments:
Carried interest incentive compensation (reversal) expense to align with the timing of associated revenue
(4)
(1.3)
%
(8)
(4.1)
%
12
1.6
%
(2)
(0.3)
%
Costs associated with efficiency and cost-reduction initiatives
4
1.3
%
—
0.0
%
4
0.5
%
21
3.1
%
Provision associated with Telford’s fire safety remediation efforts
33
10.9
%
—
0.0
%
33
4.3
%
—
0.0
%
Segment operating profit and segment operating profit on revenue margin
$
67
22.2
%
$
7
3.1
%
$
111
14.6
%
$
171
24.8
%
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
Revenue increased 43.8% for the current quarter. This reflected an increase in incentive fees in our investment management and development services lines of business. Foreign currency translation had a negligible impact on total revenue.
Cost of revenue increased 39.5%, and was 19.9% of total revenue – down from 20.4% in the same period in 2023. We incurred higher construction costs related to real estate development as compared to the same period in 2023. Foreign currency translation had a negligible impact on total cost of revenue during the quarter.
Operating, administrative and other expenses increased 49.7% primarily due to an increase in incentive compensation in our development services and investment management line of business consistent with higher revenue growth. Foreign currency translation had a 0.7% negative impact on total operating expenses.
We recorded equity income from unconsolidated subsidiaries of approximately $14 million versus equity loss of $4 million in the third quarter 2023, primarily due to higher co-investment returns in investment management and sales of equity method investments in development services. Gain on disposition of real estate decreased by $6 million compared with third quarter 2023 given limited disposition activity.
A roll forward of our AUM by product type for the three months ended September 30, 2024 is as follows (dollars in billions):
Funds
Separate Accounts
Securities
Total
Balance at June 30, 2024
$
64.5
$
69.1
$
8.9
$
142.5
Inflows
1.0
1.0
0.2
2.2
Outflows
(0.2)
(0.7)
(0.3)
(1.2)
Market appreciation
1.7
1.9
1.2
4.8
Balance at September 30, 2024
$
67.0
$
71.3
$
10.0
$
148.3
AUM generally refers to the properties and other assets with respect to which we provide (or participate in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, securities portfolios and investments in operating companies and joint ventures. Our AUM is intended principally to reflect the extent of our presence in the real estate market, not the basis for determining our management fees. Our assets under management consist of:
•the total fair market value of the real estate properties and other assets either wholly-owned or held by joint ventures and other entities in which our sponsored funds or investment vehicles and client accounts have invested or to which they have provided financing. Committed (but unfunded) capital from investors in our sponsored funds is not included in this component of our AUM. The value of development properties is included at estimated completion cost. In the case of real estate operating companies, the total value of real properties controlled by the companies, generally through joint ventures, is included in AUM; and
•the net asset value of our managed securities portfolios, including investments (which may be comprised of committed but uncalled capital) in private real estate funds under our fund of funds investments.
Our calculation of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
Revenue increased 10.4% for the nine months ended September 30, 2024 as compared to the same period in 2023. This reflected an increase in incentive fees in our investment management and development services lines of business. The increase was partially offset by lower real estate development sales revenue. Foreign currency translation had a 0.4% positive impact on total revenue during the nine months ended September 30, 2024, primarily driven by strength in the British pound sterling, partially offset by weakness in the Japanese yen.
Cost of revenue increased 21.1% for the nine months ended September 30, 2024 as compared to the same period in 2023 due to higher construction costs incurred on our real estate development projects. Foreign currency translation had a 2.3% negative impact on total cost of revenue during the nine months ended September 30, 2024.
Operating, administrative and other expenses increased 0.7%, primarily due to an increase in incentive compensation in our development services and investment management line of business consistent with higher revenue growth, partially offset by lower bonus expense to align with overall segment performance, and $21 million in charges associated with the company’s efficiency and cost-reduction initiatives incurred during the nine months ended September 30, 2023 with no such cost in 2024. Foreign currency translation had a 0.5% negative impact on total operating expenses during the nine months ended September 30, 2024.
We recorded equity income from unconsolidated subsidiaries of approximately $29 million during the nine months ended September 30, 2024 as compared to equity income of $160 million in the same period in 2023, which included an unusually large gain on a development portfolio asset sale. Gain on disposition of real estate decreased by $6 million compared to the same period in 2023.
A roll forward of our AUM by product type for the nine months ended September 30, 2024 is as follows (dollars in billions):
Funds
Separate Accounts
Securities
Total
Balance at December 31, 2023
$
65.3
$
72.8
$
9.4
$
147.5
Inflows
3.0
4.1
0.7
7.8
Outflows
(1.6)
(5.4)
(1.1)
(8.1)
Market appreciation (depreciation)
0.3
(0.2)
1.0
1.1
Balance at September 30, 2024
$
67.0
$
71.3
$
10.0
$
148.3
We describe above how we calculate AUM. Also, as noted above, our calculation of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Our Corporate segment primarily consists of corporate overhead costs. Other consists of activities from strategic non-core non-controlling equity investments and is considered an operating segment but does not meet the aggregation criteria for presentation as a separate reportable segment and is, therefore, combined with our core Corporate function and reported as Corporate and other. The following table summarizes our results of operations for our core Corporate and other segment for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):
Three Months Ended September 30, (1)
Nine Months Ended September 30, (1)
2024
2023
2024
2023
Elimination of inter-segment revenue
$
(7)
$
(4)
$
(16)
$
(12)
Costs and expenses:
Cost of revenue (2)
(2)
(3)
3
(7)
Operating, administrative and other
162
105
443
324
Depreciation and amortization
14
14
43
41
Total costs and expenses
174
116
489
358
Operating loss
(181)
(120)
(505)
(370)
Equity loss from unconsolidated subsidiaries
(10)
(11)
(102)
(43)
Other income
3
2
15
5
Add-back: Depreciation and amortization
14
14
43
41
Adjustments:
Costs associated with efficiency and cost-reduction initiatives
13
—
79
5
Charges related to indirect tax audit / settlement
25
—
39
—
Costs incurred related to legal entity restructuring
—
4
2
4
Integration and other costs related to acquisitions
(1)Percentage of revenue calculations are not meaningful and therefore not included.
(2)Primarily relates to inter-segment eliminations.
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
Core corporate
Operating, administrative and other expenses for our core corporate functions rose 54.3% to $162 million for the third quarter of 2024, mainly due to an increase in our provision related to indirect taxes, increased charges associated with employee separation and certain one-time charges related to acquisitions. In addition, we recorded higher incentive compensation expense due to improving earnings.
Other (non-core)
We recorded an equity loss of $10 million, reflecting the lower value of our investment in publicly traded Altus Power, Inc. (Altus), offset by equity income from investments in other unconsolidated subsidiaries. This compares with a $11 million loss in third-quarter 2023, reflecting the market value of our Altus ownership interest.
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
Core corporate
Operating, administrative and other expenses for our core corporate functions rose 36.7% to $443 million for the nine months ended September 30, 2024, due to an increase in our provision related to indirect taxes, increased charges associated with employee separation and certain one-time charges related to acquisitions. In addition, we recorded higher incentive compensation expense due to improving earnings.
We recorded equity loss of $102 million, reflecting the lower value of our investment in Altus, offset by equity income from investments in other unconsolidated subsidiaries. This compares with a $43 million loss during the same period in 2023, reflecting the market value of our Altus ownership interest. We recorded positive fair value adjustment on our investment portfolio in Industrious which partially offset the losses from Altus and generated positive other income of $11 million.
Liquidity and Capital Resources
We believe that we can satisfy our working capital and funding requirements with internally generated cash flow and, as necessary, borrowings under our revolving credit facilities. Our expected capital requirements for 2024 include up to $312 million of anticipated capital expenditures, net of tenant concessions. During the nine months ended September 30, 2024, we incurred $193 million of capital expenditures, net of tenant concessions received. As of September 30, 2024, we had aggregate future commitments of $154 million related to co-investments funds in our REI segment, $36 million of which is expected to be funded in 2024. Additionally, as of September 30, 2024, we are committed to fund additional capital of $153 million and $51 million to consolidated and unconsolidated projects, respectively, within our REI segment. As of September 30, 2024, we had $3.0 billion of borrowings available under our revolving credit facilities (under both the Revolving Credit Agreement, as described below, and the Turner & Townsend revolving credit facility) and $1.0 billion of cash and cash equivalents.
We have historically relied on our internally generated cash flow and our revolving credit facilities to fund our working capital, capital expenditure and general investment requirements (including in-fill acquisitions) and have not sought other external sources of financing to help fund these requirements. In the absence of extraordinary events, large strategic acquisitions or large returns of capital to shareholders, we anticipate that our cash flow from operations and our revolving credit facilities would be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months. Given compensation is our largest expense and our sales and leasing professionals are generally paid on a commission and/or bonus basis that correlates with their revenue production, the negative effect of difficult market conditions is partially mitigated by the inherent variability of our compensation cost structure. We may seek to take advantage of market opportunities to refinance existing debt instruments, as we have done in the past, with new debt instruments at interest rates, maturities and terms we deem attractive. We may also, from time to time in our sole discretion, purchase, redeem, or retire our existing senior notes, through tender offers, in privately negotiated or open market transactions, or otherwise.
In February 2024, we conducted a new issuance for $500 million in aggregate principal amount of 5.500% senior notes due in 2029 (the 5.500% senior notes) generating net proceeds of $495 million which included debt issuance cost of $1 million related to this issuance.
As noted above, we believe that any future significant acquisitions we may make could require us to obtain additional debt or equity financing. In the past, we have been able to obtain such financing for material transactions on terms that we believed to be reasonable. However, it is possible that we may not be able to obtain acquisition financing on favorable terms, or at all, in the future.
Our long-term liquidity needs, other than those related to ordinary course obligations and commitments such as operating leases, are generally comprised of the following elements. The first is the repayment of the outstanding and anticipated principal amounts of our long-term indebtedness. If our cash flow is insufficient to repay our long-term debt when it comes due, then we expect that we would need to refinance such indebtedness or otherwise amend its terms to extend the maturity dates. We cannot make any assurances that such refinancing or amendments would be available on attractive terms, if at all.
The second long-term liquidity need is the payment of obligations related to acquisitions. Our acquisition structures often include deferred and/or contingent purchase consideration in future periods that are subject to the passage of time or achievement of certain performance metrics and other conditions. As of September 30, 2024 and December 31, 2023, we had accrued deferred purchase and contingent consideration totaling $568 million ($283 million of which was a current liability) and $530 million ($264 million of which was a current liability), respectively, which was included in “Accounts payable and accrued expenses” and in “Other long-term liabilities” in the accompanying consolidated balance sheets set forth in Item 1 of this Quarterly Report.
The third, as described in Note 12 of the Notes to Consolidated Financial Statements (Unaudited) set forth in Item 1 of this Quarterly Report, in November 2021, our board of directors authorized a program for the company to repurchase up to $2.0 billion of our Class A common stock over five years, effective November 19, 2021 (the 2021 program). In August 2022, our board of directors authorized an additional $2.0 billion, bringing the total authorized repurchase amount under the 2021 program to a total of $4.0 billion. During the three months ended September 30, 2024, we repurchased 567,209 shares of our Class A common stock with an average price of $109.20 per share using cash on hand for an aggregate of $62 million. During the nine months ended September 30, 2024, we repurchased 1,121,950 shares of our Class A common stock with an average price of $98.35 per share using cash on hand for an aggregate of $110 million. During the period October 1, 2024 through October 21, 2024, we repurchased 21,324 shares of our Class A common stock with an average price of $119.48 per share using cash on hand for an aggregate of $3 million. As of both September 30, 2024 and October 21, 2024, we had $1.4 billion of capacity remaining under the 2021 program.
Our stock repurchases have been funded with cash on hand and we intend to continue funding future repurchases with existing cash. We may utilize our stock repurchase programs to continue offsetting the impact of our stock-based compensation program and on a more opportunistic basis if we believe our stock presents a compelling investment compared to other discretionary uses. The timing of any future repurchases and the actual amounts repurchased will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and other factors.
Historical Cash Flows
Operating Activities
Net cash provided by operating activities totaled $368 million for the nine months ended September 30, 2024 as compared to net cash used in operating activities of $373 million during the nine months ended September 30, 2023. The primary drivers that contributed to the increase in net cash provided by operating activities were as follows: (1) working capital movements, driven by lesser outflows related to accounts payable and accrued expenses and lower accounts receivable due to better collections which lagged during the nine months ended September 30, 2023 and (2) higher net cash flows from operations, driven by revenue growth.
Investing Activities
Net cash used in investing activities totaled $1,494 million for the nine months ended September 30, 2024, an increase of $957 million as compared to the nine months ended September 30, 2023. The increase was primarily due to the acquisition of J&J Worldwide Services in February 2024 and Direct Line Global in June 2024.
Financing Activities
Net cash provided by financing activities totaled $927 million for the nine months ended September 30, 2024 as compared to $906 million for the nine months ended September 30, 2023. The increased inflow was primarily driven by lower outflow related to share repurchases, net proceeds from the revolver, and deferred purchase considerations, partially offset by lower fixed term debt financing, and higher payment of taxes on equity awards.
We use a variety of financing arrangements, both long-term and short-term, to fund our operations in addition to cash generated from operating activities. We also use several funding sources to avoid becoming overly dependent on one financing source, and to lower funding costs.
Long-Term Debt
On July 10, 2023, CBRE Group, Inc., CBRE Services, Inc. (CBRE Services) and Relam Amsterdam Holdings B.V., a wholly-owned subsidiary of CBRE Services, entered into a new 5-year senior unsecured Credit Agreement (2023 Credit Agreement) maturing on July 10, 2028, which refinanced and replaced the previous credit agreement. The 2023 Credit Agreement provides for a senior unsecured term loan credit facility comprised of (i) tranche A Euro-denominated term loans in an aggregate principal amount of €367 million and (ii) tranche A U.S. Dollar-denominated term loans in an aggregate principal amount of $350 million with weighted average interest rate of 5.3% as of September 30, 2024, both requiring quarterly principal payments beginning on December 31, 2024 and continuing through maturity on July 10, 2028. The proceeds of the term loans under the 2023 Credit Agreement were applied to the repayment of all remaining outstanding senior term loans, approximately $437 million, under the previous credit agreement, the payment of related fees and expenses and other general corporate purposes.
On February 23, 2024, CBRE Services issued $500 million in aggregate principal amount of 5.500% senior notes due April 1, 2029 (the 5.500% senior notes) at a price equal to 99.837% of their face value. The 5.500% senior notes are unsecured obligations of CBRE Services and are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 5.500% per year and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024.
On June 23, 2023, CBRE Services issued $1.0 billion in aggregate principal amount of 5.950% senior notes due August 15, 2034 (the 5.950% senior notes) at a price equal to 98.174% of their face value. The 5.950% senior notes are unsecured obligations of CBRE Services and are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 5.950% per year and is payable semi-annually in arrears on February 15 and August 15 of each year.
On March 18, 2021, CBRE Services issued $500 million in aggregate principal amount of 2.500% senior notes due April 1, 2031 (the 2.500% senior notes) at a price equal to 98.451% of their face value. The 2.500% senior notes are unsecured obligations of CBRE Services and are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 2.500% per year and is payable semi-annually in arrears on April 1 and October 1 of each year.
On August 13, 2015, CBRE Services issued $600 million in aggregate principal amount of 4.875% senior notes due March 1, 2026 (the 4.875% senior notes) at a price equal to 99.24% of their face value. The 4.875% senior notes are unsecured obligations of CBRE Services and are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 4.875% per year and is payable semi-annually in arrears on March 1 and September 1 of each year.
The indentures governing our 5.950% senior notes, 5.500% senior notes, 4.875% senior notes and 2.500% senior notes contain restrictive covenants that, among other things, limit our ability to create or permit liens on assets securing indebtedness, enter into sale/leaseback transactions and enter into consolidations or mergers.
The term loan borrowings under the 2023 Credit Agreement are fully and unconditionally guaranteed by CBRE Group, Inc.and CBRE Services. Our Revolving Credit Agreement, 5.950% senior notes, 5.500% senior notes, 4.875% senior notes and 2.500% senior notes are fully and unconditionally guaranteed by CBRE Group, Inc.
(1)Includes $1.1 billion and $933 million of intercompany loan payables to non-guarantor subsidiaries as of September 30, 2024 and December 31, 2023, respectively. All intercompany balances and transactions between CBRE Group, Inc. and CBRE Services have been eliminated.
For additional information on all of our long-term debt, see Note 11 of the Notes to Consolidated Financial Statements set forth in Item 8 included in our 2023 Annual Report and Note 8 of the Notes to Consolidated Financial Statements (Unaudited) set forth in Item 1 of this Quarterly Report.
Short-Term Borrowings
On August 5, 2022, we entered into a new 5-year senior unsecured Revolving Credit Agreement (the Revolving Credit Agreement). The Revolving Credit Agreement provides for a senior unsecured revolving credit facility available to CBRE Services with commitments in an aggregate principal amount of up to $3.5 billion and a maturity date of August 5, 2027.
The Revolving Credit Agreement requires us to pay a fee based on the total amount of the revolving credit facility commitment (whether used or unused). In addition, the Revolving Credit Agreement also includes capacity for letters of credit not to exceed $300 million in the aggregate.
As of September 30, 2024, $683 million was outstanding under the Revolving Credit Agreement, as well as $10 million of letters of credit. As of December 31, 2023, no amount was outstanding under the Revolving Credit Agreement. As of October 21, 2024, $640 million was outstanding under the Revolving Credit Agreement. Letters of credit are issued in the ordinary course of business and would reduce the amount we may borrow under the Revolving Credit Agreement.
In addition, Turner & Townsend maintains a £120 million revolving credit facility pursuant to a credit agreement dated March 31, 2022, with an additional accordion option of £20 million, that matures on March 31, 2027. As of September 30, 2024, no amount was outstanding under this revolving credit facility. As of December 31, 2023, $10 million (£8 million) was outstanding under this revolving credit facility.
For additional information on all of our short-term borrowings, see Notes 5 and 11 of the Notes to Consolidated Financial Statements set forth in Item 8 included in our 2023 Annual Report and Notes 4 and 8 of the Notes to Consolidated Financial Statements (Unaudited) set forth in Item 1 of this Quarterly Report.
We also maintain warehouse lines of credit with certain third-party lenders. See Note 4 of the Notes to Consolidated Financial Statements (Unaudited) set forth in Item 1 of this Quarterly Report.
We do not have off-balance sheet arrangements that we believe could have a material current or future impact on our financial condition, liquidity or results of operations. Our off-balance sheet arrangements are described in Note 10 of the Notes to Consolidated Financial Statements (Unaudited) set forth in Item 1 of this Quarterly Report and are incorporated by reference herein.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, which require us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience and on other factors that we believe to be reasonable. Actual results may differ from those estimates. We believe that the following critical accounting policies represent the areas where more significant judgments and estimates are used in the preparation of our consolidated financial statements. A discussion of such critical accounting policies, which include revenue recognition, business combinations, goodwill and other intangible assets, income taxes, contingencies, and investments in unconsolidated subsidiaries – fair value option can be found in our 2023 Annual Report. There have been no material changes to these policies and estimates as of September 30, 2024.
New Accounting Pronouncements
See Note 2 of the Notes to Consolidated Financial Statements (Unaudited) set forth in Item 1 of this Quarterly Report.
Net revenue, segment operating profit on revenue margin, segment operating profit on net revenue margin, and core EBITDA are not recognized measurements under accounting principles generally accepted in the United States, or GAAP. When analyzing our operating performance, investors should use these measures in addition to, and not as an alternative for, their most directly comparable financial measure calculated and presented in accordance with GAAP. We generally use these non-GAAP financial measures to evaluate operating performance and for other discretionary purposes. We believe these measures provide a more complete understanding of ongoing operations, enhance comparability of current results to prior periods and may be useful for investors to analyze our financial performance because they eliminate the impact of selected costs and charges that may obscure the underlying performance of our business and related trends. Because not all companies use identical calculations, our presentation of net revenue and core EBITDA may not be comparable to similarly titled measures of other companies.
Net revenue is gross revenue less costs largely associated with subcontracted vendor work performed for clients and generally has no margin. Segment operating profit on revenue margin is computed by dividing segment operating profit by revenue and provides a comparable profitability measure against our peers. Segment operating profit on net revenue margin is computed by dividing segment operating profit by net revenue and is a better indicator of the segment’s margin since it does not include the diluting effect of pass-through revenue which generally has no margin.
We use core EBITDA as an indicator of the company’s operating financial performance. Core EBITDA represents earnings before the portion attributable to non-controlling interests, net interest expense, write-off of financing costs on extinguished debt, income taxes, depreciation and amortization, asset impairments, adjustments related to carried interest incentive compensation expense to align with the timing of associated revenue, costs incurred related to legal entity restructuring, efficiency and cost-reduction initiatives, charges related to indirect tax audit / settlement, integration and other costs related to acquisitions, provision associated with Telford’s fire safety remediation efforts, and the impact of fair value adjustments related to unconsolidated equity investments. We believe that investors may find this measure useful in evaluating our operating performance compared to that of other companies in our industry because their calculations generally eliminate the effects of acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions, the effects of financings and income taxes and the accounting effects of capital spending.
Core EBITDA is not intended to be measures of free cash flow for our discretionary use because it does not consider certain cash requirements such as tax and debt service payments. This measure may also differ from the amounts calculated under similarly titled definitions in our credit facilities and debt instruments, which are further adjusted to reflect certain other cash and non-cash charges and are used by us to determine compliance with financial covenants therein and our ability to engage in certain activities, such as incurring additional debt. We also use core EBITDA as a significant component when measuring our operating performance under our employee incentive compensation programs.
(1)During the first quarter of 2024, we incurred integration and other costs related to acquisitions of $18 million in deal and integration costs, offset by reversal of $22 million in previously recognized transaction-related bonus expense due to change in estimate.
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “anticipate,” “believe,” “could,” “should,” “propose,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “forecast,” “target,” and similar terms and phrases are used in this Quarterly Report to identify forward-looking statements. Except for historical information contained herein, the matters addressed in this Quarterly Report are forward-looking statements. These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies.
These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements.
The following factors are among those, but are not only those, that may cause actual results to differ materially from the forward-looking statements:
•disruptions in general economic, political and regulatory conditions and significant public health events, particularly in geographies or industry sectors where our business may be concentrated;
•volatility or adverse developments in the securities, capital or credit markets, interest rate increases and conditions affecting the value of real estate assets, inside and outside the U.S.;
•poor performance of real estate investments or other conditions that negatively impact clients’ willingness to make real estate or long-term contractual commitments and the cost and availability of capital for investment in real estate;
•foreign currency fluctuations and changes in currency restrictions, trade sanctions and import/export and transfer pricing rules;
•our ability to compete globally, or in specific geographic markets or business segments that are material to us;
•our ability to identify, acquire and integrate accretive businesses;
•costs and potential future capital requirements relating to companies we may acquire;
•integration challenges arising out of companies we may acquire;
•increases in unemployment and general slowdowns in commercial activity;
•trends in pricing and risk assumption for commercial real estate services;
•the effect of significant changes in capitalization rates across different property types;
•a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would affect our revenues and operating performance;
•client actions to restrain project spending and reduce outsourced staffing levels;
•our ability to further diversify our revenue model to offset cyclical economic trends in the commercial real estate industry;
•our ability to attract new occupier and investor clients;
•our ability to retain major clients and renew related contracts;
•our ability to leverage our global services platform to maximize and sustain long-term cash flow;
•our ability to continue investing in our platform and client service offerings;
•our ability to maintain expense discipline;
•the emergence of disruptive business models and technologies;
•negative publicity or harm to our brand and reputation;
•the failure by third parties we do business with to comply with service level agreements or regulatory or legal requirements;
•the ability of our investment management business to maintain and grow assets under management and achieve desired investment returns for our investors, and any potential related litigation, liabilities or reputational harm possible if we fail to do so;
•our ability to manage fluctuations in net earnings and cash flow, which could result from poor performance in our investment programs, including our participation as a principal in real estate investments;
•the ability of CBRE Capital Markets to periodically amend, or replace, on satisfactory terms, the agreements for its warehouse lines of credit;
•declines in lending activity of U.S. GSEs, regulatory oversight of such activity and our mortgage servicing revenue from the commercial real estate mortgage market;
•changes in U.S. and international law and regulatory environments (including relating to anti-corruption, anti-money laundering, trade sanctions, tariffs, currency controls and other trade control laws), particularly in Asia, Africa, Russia, Eastern Europe and the Middle East, due to the level of political instability in those regions;
•litigation and its financial and reputational risks to us;
•our exposure to liabilities in connection with real estate advisory and property management activities and our ability to procure sufficient insurance coverage on acceptable terms;
•our ability to retain, attract and incentivize key personnel;
•our ability to manage organizational challenges associated with our size;
•liabilities under guarantees, or for construction defects, that we incur in our development services business;
•our leverage under our debt instruments as well as the limited restrictions therein on our ability to incur additional debt, and the potential increased borrowing costs to us from a credit-ratings downgrade;
•our and our employees’ ability to execute on, and adapt to, information technology strategies and trends;
•cybersecurity threats or other threats to our information technology networks, including the potential misappropriation of assets or sensitive information, corruption of data or operational disruption;
•our ability to comply with laws and regulations related to our global operations, including real estate licensure, tax, labor and employment laws and regulations, fire and safety building requirements and regulations, as well as data privacy and protection regulations, ESG matters, and the anti-corruption laws and trade sanctions of the U.S. and other countries;
•changes in applicable tax or accounting requirements;
•any inability for us to implement and maintain effective internal controls over financial reporting;
•the effect of implementation of new accounting rules and standards or the impairment of our goodwill and intangible assets;
•the performance of our equity investments in companies we do not control; and
•the other factors described elsewhere in this Quarterly Report on Form 10-Q, included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates,” “Quantitative and Qualitative Disclosures About Market Risk” and Part II, Item 1A, “Risk Factors” or as described in our 2023 Annual Report, in particular in Part I, Item 1A “Risk Factors”, or as described in the other documents and reports we file with the Securities and Exchange Commission (SEC).
Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Additional information concerning these and other risks and uncertainties is contained in our other periodic filings with the SEC.
Investors and others should note that we routinely announce financial and other material information using our Investor Relations website (https://ir.cbre.com), SEC filings, press releases, public conference calls and webcasts. We use these channels of distribution to communicate with our investors and members of the public about our company, our services and other items of interest. Information contained on our website is not part of this Quarterly Report or our other filings with the SEC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information in this section should be read in connection with the information on market risk related to changes in interest rates and non-U.S. currency exchange rates in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Annual Report.
Our exposure to market risk primarily consists of foreign currency exchange rate fluctuations related to our international operations and changes in interest rates on debt obligations. We manage such risk primarily by managing the amount, sources, and duration of our debt funding and by using derivative financial instruments. We apply Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, “Derivatives and Hedging,” when accounting for derivative financial instruments. In all cases, we view derivative financial instruments as a risk management tool and, accordingly, do not use derivatives for trading or speculative purposes.
International Operations
We conduct a significant portion of our business and employ a substantial number of people outside the U.S. As a result, we are subject to risks associated with doing business globally. Our Real Estate Investments (REI) business segment has significant euro and British pound denominated assets under management (AUM), as well as associated revenue and earnings in Europe. In addition, our Global Workplace Solutions (GWS) business segment also derives significant revenue and earnings in foreign currencies, such as the euro and British pound sterling. Fluctuations in foreign currency exchange rates may continue to produce corresponding changes in our AUM, revenue and earnings.
Our foreign operations expose us to fluctuations in foreign exchange rates. These fluctuations may impact the value of our cash receipts and payments in terms of our functional (reporting) currency, which is the U.S. dollar.
Our businesses could suffer from adverse effects of high interest rates, a rapid increase in interest rates, limited access to debt capital or liquidity constraints, downturns in general macroeconomic conditions, regulatory or financial market uncertainty, or unforeseen disruptions such as public health crises and geopolitical events like the wars in Ukraine and in the Middle East (or the perception that such disruptions may occur).
During the three and nine months ended September 30, 2024, approximately 42.3% and 43.6% of our revenue was transacted in foreign currencies, respectively. The following table sets forth our revenue derived from our most significant currencies (dollars in millions):
(1)Approximately 45 currencies comprise 7.1% and 7.9% of our revenue for the three months ended September 30, 2024 and 2023, respectively. Approximately 45 and 46 currencies comprise 7.5% and 7.7% of our revenues for the nine months ended September 30, 2024 and 2023, respectively.
Although we operate globally, we report our results in U.S. dollars. As a result, the strengthening or weakening of the U.S. dollar will positively or negatively impact our reported results. A hypothetical 10% adverse change in the value of the U.S. dollar relative to the British pound sterling during the nine months ended September 30, 2024, would have decreased pre-tax income by $1 million. A hypothetical 10% adverse change in the value of the U.S. dollar relative to the euro would have increased pre-tax income by $9 million. These hypothetical calculations estimate the impact of translating results into U.S. dollars and do not include an estimate of the impact that a 10% change in the U.S. dollar against other currencies would have had on our foreign operations.
Fluctuations in foreign currency exchange rates may result in corresponding fluctuations in revenue and earnings as well as the assets under management for our investment management business, which could have a material adverse effect on our business, financial condition and operating results. Due to the constantly changing currency exposures to which we are subject and the volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In addition, fluctuations in currencies relative to the U.S. dollar may make it more difficult to perform period-to-period comparisons of our reported results of operations. Our international operations also are subject to, among other things, political instability and changing regulatory environments, which affect the currency markets and which as a result may adversely affect our future financial condition and results of operations. We routinely monitor these risks and related costs and evaluate the appropriate amount of oversight to allocate towards business activities in foreign countries where such risks and costs are particularly significant.
Interest Rates
We manage our interest expense by using a combination of fixed and variable rate debt. We have entered into interest rate swap agreements to attempt to hedge the variability of future interest payments due to changes in interest rates.
The estimated fair value of our senior term loans was approximately $748 million at September 30, 2024. Based on dealers’ quotes, the estimated fair values of our 5.950% senior notes, 5.500% senior notes, 4.875% senior notes and 2.500% senior notes were $1.1 billion, $522 million, $603 million and $437 million, respectively, at September 30, 2024.
We utilize sensitivity analyses to assess the potential effect on our variable rate debt. If interest rates were to increase 100 basis points on our outstanding variable rate debt at September 30, 2024, the net impact of the additional interest cost would be a decrease of $11 million on pre-tax income and cash provided by operating activities for the nine months ended September 30, 2024.
Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended, requires that we conduct an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report, and we have a disclosure policy in furtherance of the same. This evaluation is designed to ensure that all corporate disclosure is complete and accurate in all material respects. The evaluation is further designed to ensure that all information required to be disclosed in our SEC reports is accumulated and communicated to management to allow timely decisions regarding required disclosures and recorded, processed, summarized and reported within the time periods and in the manner specified in the SEC’s rules and forms. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our Chief Executive Officer and Chief Financial Officer supervise and participate in this evaluation, and they are assisted by members of our Disclosure Committee. Our Disclosure Committee consists of our General Counsel, our Chief Accounting Officer, our Senior Officers of significant business lines and other select employees.
We conducted the required evaluation, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined by Securities Exchange Act Rule 13a-15(e)) were effective as of September 30, 2024 to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There have been no material changes to our legal proceedings as previously disclosed in our 2023 Annual Report.
Item 1A. Risk Factors
There have been no material changes to our risk factors as previously disclosed in our 2023 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Open market share repurchase activity during the three months ended September 30, 2024 was as follows (dollars in millions, except per share amounts):
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1, 2024 - July 31, 2024
95,802
$
91.33
95,802
August 1, 2024 - August 31, 2024
325,325
111.34
325,325
September 1, 2024 - September 30, 2024
146,082
116.13
146,082
567,209
$
109.20
567,209
$
1,356
_______________________________
(1)In November 2021, our board of directors authorized a program for the company to repurchase up to $2.0 billion of our Class A common stock over five years, effective November 19, 2021 (the 2021 program). In August 2022, our board of directors authorized an additional $2.0 billion under this program, bringing the total authorized amount under the 2021 program to a total of $4.0 billion. During the third quarter of 2024, we repurchased an aggregate of $62 million of our common stock under the 2021 program. The remaining $1.4 billion in the table represents the amount available to repurchase shares under the 2021 program as of September 30, 2024.
Our stock repurchase program does not obligate us to acquire any specific number of shares. Under this program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. Our stock repurchases have been funded with cash on hand and we intend to continue funding future repurchases with existing cash. We may utilize our stock repurchase programs to continue offsetting the impact of our stock-based compensation program and on a more opportunistic basis if we believe our stock presents a compelling investment compared to other discretionary uses. The timing of any future repurchases and the actual amounts repurchased will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and other factors.
Item 5. Other Information
During the three months ended September 30, 2024, our Chief Financial Officer, Emma E. Giamartino, entered into a Rule 10b5-1 Trading Plan (the “Trading Plan”) to sell shares of the company’s Class A common stock. The Trading Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
The table below provides certain information regarding Ms. Giamartino’s Trading Plan.
Name
Plan Adoption Date
Maximum Number of Shares that May Be Sold Under the Plan
Plan Expiration Date
Emma E. Giamartino
August 16, 2024
15,574
August 29, 2025
Trading under the Trading Plan may commence no sooner than November 15, 2024 and will end on the earlier of the applicable date set forth above and the date on which all the shares in the Trading Plan are sold. Ms. Giamartino’s Trading Plan was adopted during an authorized trading period and when she was not in possession of material non-public information. The transactions under Ms. Giamartino’s Trading Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.