ANNUAL REPORT 2 011 CBRE GrOUP, INc. A MESSAGE FROM BRETT WHITE Dear Shareholder: CBRE Group produced exceptional results in 2011. Our full-year revenue of $5.9 billion and normalized EBITDA of $802.6 million were both the second-highest in company history. In addition: • Net income, after adjusting for selected items, increased 39% to $334.5 million. • Earnings per share, adjusted for selected items, rose 37% to $1.03. • Normalized EBITDA margin improved to 13.6%. Despite continued challenges from turbulent global economic conditions and financial volatility, nearly every business line saw revenue accelerate at a double-digit pace. Most encouraging, even with a lack of meaningful job growth, we saw further improvement in global leasing, which achieved record revenue of more than $1.9 billion. CBRE also capitalized on the investment market’s revival: Global property sales revenue rose 24%. We once again captured the #1 market position in investment sales activity in both the United States and the United Kingdom. Commercial mortgage brokerage revenue also rose strongly, increasing 39%. With the acquisition of ING’s global securities business and real estate investment management operations in Europe and Asia, CBRE Global Investors became the world’s leading real estate investment manager, with assets of $94.1 billion under management at year-end. Our investment management revenue grew 31%, in part fueled by the ING acquisitions. The ING acquisitions advanced our strategy to be the leading firm in every one of our major business lines. In addition, CBRE achieved a major milestone in outsourcing, crossing the $2 billion mark in revenue in 2011, as we benefited from continued business-development successes and client relationship expansions. We signed a record 173 long-term outsourcing contracts. Our development subsidiary, Trammell Crow Company, demonstrated the power of CBRE’s highly diversified, integrated platform. Led by significant development asset sales, normalized EBITDA for this business rose 51% for the year. Amid an uneven economic recovery, we intensified our focus on managing expenses in the second half of the year, and took necessary steps to align our cost structure with the current market environment. We raised $1.1 billion in new term loans in 2011, primarily to finance the ING acquisition, and maintained a leverage ratio well below the level our lenders require, with very little debt maturing before 2015. We are thus positioned to move nimbly as strategic opportunities arise. As our ongoing success attests, CBRE enjoys many competitive advantages: our people, culture, unparalleled ability to deliver best-in-class solutions for clients globally and our brand. CBRE is the most admired commercial real estate services company, according to Fortune magazine’s 2011 survey. We were also voted the industry’s premier global brand in both the Wall Street Journal’s subscriber survey and Lipsey Company’s brand survey. In 2011, we aligned our corporate name with our powerful brand, and are now doing business as CBRE around the globe. Time and again, in unpredictable markets around the world, the professionals of CBRE deliver superior results for clients and shareholders, staying true to our values of respect, integrity, service and excellence. It is their hard work and daily commitment to quality that has made CBRE the industry leader. As a firm, we are well prepared for the challenges and opportunities that await us in 2012. Regards, Brett White Chief Executive Officer CBRE Group, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Commission File Number 001 - 32205 CBRE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 94-3391143 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 11150 Santa Monica Boulevard, Suite 1600 Los Angeles, California 90025 (Address of principal executive offices) (Zip Code) (310) 405-8900 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Class A Common Stock, $0.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: N.A. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È As of June 30, 2011, the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was $8.2 billion based upon the last sales price on June 30, 2011 on the New York Stock Exchange of $25.11 for the registrant’s Class A Common Stock. As of February 13, 2012, the number of shares of Class A Common Stock outstanding was 327,949,512. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for the registrant’s 2012 Annual Meeting of Stockholders to be held May 8, 2012 are incorporated by reference in Part III of this Annual Report on Form 10-K. CBRE GROUP, INC. ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business .................................................................... 1 Item 1A. Risk Factors ................................................................. 9 Item 1B. Unresolved Staff Comments .................................................... 22 Item 2. Properties ................................................................... 23 Item 3. Legal Proceedings ............................................................ 23 Item 4. Mine Safety Disclosures ....................................................... 23 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ................................................... 24 Item 6. Selected Financial Data ........................................................ 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ........................... 60 Item 8. Financial Statements and Supplementary Data ...................................... 63 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . 145 Item 9A. Controls and Procedures ....................................................... 145 Item 9B. Other Information ............................................................ 146 PART III Item 10. Directors, Executive Officers and Corporate Governance ............................. 146 Item 11. Executive Compensation ....................................................... 146 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ..................................................................... 146 Item 13. Certain Relationships and Related Transactions, and Director Independence .............. 147 Item 14. Principal Accountant Fees and Services ........................................... 147 PART IV Item 15. Exhibits and Financial Statement Schedules ....................................... 147 Schedule II—Valuation and Qualifying Accounts .............................................. 148 Schedule III—Real Estate Investments and Accumulated Depreciation ............................. 149 SIGNATURES ......................................................................... 153 PART I Item 1. Business Company Overview CBRE Group, Inc., a Delaware corporation formerly known as CB Richard Ellis Group, Inc., (which may be referred to in this Form 10-K as the “company”, “we”, “us” and “our”) is the world’s largest commercial real estate services