Guarantor and Nonguarantor Financial Statements |
23. Guarantor and
Nonguarantor Financial Statements
The following
condensed consolidating financial information includes:
(1) Condensed
consolidating balance sheets as of December 31, 2012 and 2011;
condensed consolidating statements of operations for the years
ended December 31, 2012, 2011 and 2010; condensed
consolidating statements of comprehensive income (loss) for the
years ended December 31, 2012, 2011 and 2010; and condensed
consolidating statements of cash flows for the years ended
December 31, 2012, 2011 and 2010, of (a) CBRE Group, Inc.
as the parent, (b) CBRE as the subsidiary issuer, (c) the
guarantor subsidiaries, (d) the nonguarantor subsidiaries and
(e) CBRE Group, Inc. on a consolidated basis; and
(2) Elimination
entries necessary to consolidate CBRE Group, Inc. as the parent,
with CBRE and its guarantor and nonguarantor
subsidiaries.
Investments in
consolidated subsidiaries are presented using the equity method of
accounting. The principal elimination entries eliminate investments
in consolidated subsidiaries and intercompany balances and
transactions.
CONDENSED
CONSOLIDATING BALANCE SHEET
AS OF
DECEMBER 31, 2012
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Elimination |
|
|
Consolidated
Total |
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
5 |
|
|
$ |
18,312 |
|
|
$ |
705,282 |
|
|
$ |
365,698 |
|
|
$ |
— |
|
|
$ |
1,089,297 |
|
Restricted cash
|
|
|
— |
|
|
|
6,863 |
|
|
|
13,244 |
|
|
|
53,569 |
|
|
|
— |
|
|
|
73,676 |
|
Receivables, net
|
|
|
— |
|
|
|
5 |
|
|
|
469,163 |
|
|
|
793,655 |
|
|
|
— |
|
|
|
1,262,823 |
|
Warehouse receivables
(a)
|
|
|
— |
|
|
|
— |
|
|
|
1,048,340 |
|
|
|
— |
|
|
|
— |
|
|
|
1,048,340 |
|
Trading
securities
|
|
|
— |
|
|
|
— |
|
|
|
113 |
|
|
|
101,218 |
|
|
|
— |
|
|
|
101,331 |
|
Income taxes
receivable
|
|
|
17,637 |
|
|
|
6,580 |
|
|
|
— |
|
|
|
49,233 |
|
|
|
(55,603 |
) |
|
|
17,847 |
|
Prepaid expenses
|
|
|
— |
|
|
|
— |
|
|
|
48,640 |
|
|
|
52,977 |
|
|
|
— |
|
|
|
101,617 |
|
Deferred tax assets,
net
|
|
|
— |
|
|
|
— |
|
|
|
156,112 |
|
|
|
49,634 |
|
|
|
— |
|
|
|
205,746 |
|
Real estate and other
assets held for sale
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
130,499 |
|
|
|
— |
|
|
|
130,499 |
|
Available for sale
securities
|
|
|
— |
|
|
|
— |
|
|
|
679 |
|
|
|
— |
|
|
|
— |
|
|
|
679 |
|
Other current
assets
|
|
|
— |
|
|
|
— |
|
|
|
30,674 |
|
|
|
22,021 |
|
|
|
— |
|
|
|
52,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current
Assets
|
|
|
17,642 |
|
|
|
31,760 |
|
|
|
2,472,247 |
|
|
|
1,618,504 |
|
|
|
(55,603 |
) |
|
|
4,084,550 |
|
Property and equipment,
net
|
|
|
— |
|
|
|
— |
|
|
|
263,661 |
|
|
|
115,515 |
|
|
|
— |
|
|
|
379,176 |
|
Goodwill
|
|
|
— |
|
|
|
— |
|
|
|
1,023,842 |
|
|
|
865,760 |
|
|
|
— |
|
|
|
1,889,602 |
|
Other intangible assets,
net
|
|
|
— |
|
|
|
— |
|
|
|
539,031 |
|
|
|
247,762 |
|
|
|
— |
|
|
|
786,793 |
|
Investments in
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
119,402 |
|
|
|
87,396 |
|
|
|
— |
|
|
|
206,798 |
|
Investments in consolidated
subsidiaries
|
|
|
1,912,207 |
|
|
|
2,529,531 |
|
|
|
1,246,841 |
|
|
|
— |
|
|
|
(5,688,579 |
) |
|
|
— |
|
Intercompany loan
receivable
|
|
|
— |
|
|
|
1,521,065 |
|
|
|
700,000 |
|
|
|
— |
|
|
|
(2,221,065 |
) |
|
|
— |
|
Real estate under
development
|
|
|
— |
|
|
|
— |
|
|
|
799 |
|
|
|
26,517 |
|
|
|
— |
|
|
|
27,316 |
|
Real estate held for
investment
|
|
|
— |
|
|
|
— |
|
|
|
4,006 |
|
|
|
231,039 |
|
|
|
— |
|
|
|
235,045 |
|
Available for sale
securities
|
|
|
— |
|
|
|
— |
|
|
|
53,980 |
|
|
|
3,141 |
|
|
|
— |
|
|
|
57,121 |
|
Other assets,
net
|
|
|
— |
|
|
|
41,035 |
|
|
|
67,099 |
|
|
|
35,007 |
|
|
|
— |
|
|
|
143,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
1,929,849 |
|
|
$ |
4,123,391 |
|
|
$ |
6,490,908 |
|
|
$ |
3,230,641 |
|
|
$ |
(7,965,247 |
) |
|
$ |
7,809,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and
accrued expenses
|
|
$ |
— |
|
|
$ |
8,956 |
|
|
$ |
140,476 |
|
|
$ |
432,862 |
|
|
$ |
— |
|
|
$ |
582,294 |
|
Compensation and employee
benefits payable
|
|
|
— |
|
|
|
626 |
|
|
|
252,365 |
|
|
|
187,200 |
|
|
|
— |
|
|
|
440,191 |
|
Accrued bonus and profit
sharing
|
|
|
— |
|
|
|
— |
|
|
|
298,591 |
|
|
|
241,553 |
|
|
|
— |
|
|
|
540,144 |
|
Securities sold, not yet
purchased
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
54,103 |
|
|
|
— |
|
|
|
54,103 |
|
Income taxes
payable
|
|
|
— |
|
|
|
— |
|
|
|
55,603 |
|
|
|
— |
|
|
|
(55,603 |
) |
|
|
— |
|
Short-term
borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse lines of credit
(a)
|
|
|
— |
|
|
|
— |
|
|
|
1,026,381 |
|
|
|
— |
|
|
|
— |
|
|
|
1,026,381 |
|
Revolving credit
facility
|
|
|
— |
|
|
|
10,557 |
|
|
|
— |
|
|
|
62,407 |
|
|
|
— |
|
|
|
72,964 |
|
Other
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term
borrowings
|
|
|
— |
|
|
|
10,557 |
|
|
|
1,026,397 |
|
|
|
62,407 |
|
|
|
— |
|
|
|
1,099,361 |
|
Current maturities of
long-term debt
|
|
|
— |
|
|
|
46,000 |
|
|
|
2,439 |
|
|
|
24,717 |
|
|
|
— |
|
|
|
73,156 |
|
Notes payable on real
estate
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
35,212 |
|
|
|
— |
|
|
|
35,212 |
|
Liabilities related to real
estate and other assets held for sale
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
104,627 |
|
|
|
— |
|
|
|
104,627 |
|
Other current
liabilities
|
|
|
— |
|
|
|
— |
|
|
|
40,989 |
|
|
|
2,216 |
|
|
|
— |
|
|
|
43,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current
Liabilities
|
|
|
— |
|
|
|
66,139 |
|
|
|
1,816,860 |
|
|
|
1,144,897 |
|
|
|
(55,603 |
) |
|
|
2,972,293 |
|
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured term
loans
|
|
|
— |
|
|
|
1,306,500 |
|
|
|
— |
|
|
|
250,569 |
|
|
|
— |
|
|
|
1,557,069 |
|
11.625% senior subordinated
notes, net
|
|
|
— |
|
|
|
440,523 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
440,523 |
|
6.625% senior
notes
|
|
|
— |
|
|
|
350,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
350,000 |
|
Other long-term
debt
|
|
|
— |
|
|
|
— |
|
|
|
6,752 |
|
|
|
105 |
|
|
|
— |
|
|
|
6,857 |
|
Intercompany loan
payable
|
|
|
390,638 |
|
|
|
— |
|
|
|
1,779,055 |
|
|
|
51,372 |
|
|
|
(2,221,065 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term
Debt
|
|
|
390,638 |
|
|
|
2,097,023 |
|
|
|
1,785,807 |
|
|
|
302,046 |
|
|
|
(2,221,065 |
) |
|
|
2,354,449 |
|
Notes payable on real
estate
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
189,258 |
|
|
|
— |
|
|
|
189,258 |
|
Deferred tax liabilities,
net
|
|
|
— |
|
|
|
— |
|
|
|
148,676 |
|
|
|
43,286 |
|
|
|
— |
|
|
|
191,962 |
|
Non-current tax
liabilities
|
|
|
— |
|
|
|
— |
|
|
|
77,451 |
|
|
|
4,424 |
|
|
|
— |
|
|
|
81,875 |
|
Pension
liability
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
63,528 |
|
|
|
— |
|
|
|
63,528 |
|
Other
liabilities
|
|
|
— |
|
|
|
48,022 |
|
|
|
132,583 |
|
|
|
93,760 |
|
|
|
— |
|
|
|
274,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
390,638 |
|
|
|
2,211,184 |
|
|
|
3,961,377 |
|
|
|
1,841,199 |
|
|
|
(2,276,668 |
) |
|
|
6,127,730 |
|
Commitments and
contingencies
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBRE Group, Inc.
Stockholders’ Equity
|
|
|
1,539,211 |
|
|
|
1,912,207 |
|
|
|
2,529,531 |
|
|
|
1,246,841 |
|
|
|
(5,688,579 |
) |
|
|
1,539,211 |
|
Non-controlling
interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
142,601 |
|
|
|
— |
|
|
|
142,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
|
1,539,211 |
|
|
|
1,912,207 |
|
|
|
2,529,531 |
|
|
|
1,389,442 |
|
|
|
(5,688,579 |
) |
|
|
1,681,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Equity
|
|
$ |
1,929,849 |
|
|
$ |
4,123,391 |
|
|
$ |
6,490,908 |
|
|
$ |
3,230,641 |
|
|
$ |
(7,965,247 |
) |
|
$ |
7,809,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Although CBRE Capital
Markets is included among our domestic subsidiaries, which jointly
and severally guarantee our 11.625% senior subordinated notes, our
6.625% senior notes and our Credit Agreement, a substantial
majority of warehouse receivables funded under the JP Morgan Master
Repurchase Agreement, BofA, Capital One, TD Bank, JP Morgan and
Fannie Mae ASAP lines of credit are pledged to JP Morgan, BofA,
Capital One, TD Bank and Fannie Mae, and accordingly, are not
included as collateral for these notes or our other outstanding
debt. |
CONDENSED
CONSOLIDATING BALANCE SHEET
AS OF
DECEMBER 31, 2011
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Elimination |
|
|
Consolidated
Total |
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
5 |
|
|
$ |
298,370 |
|
|
$ |
375,176 |
|
|
$ |
419,631 |
|
|
$ |
— |
|
|
$ |
1,093,182 |
|
Restricted cash
|
|
|
— |
|
|
|
4,845 |
|
|
|
21,827 |
|
|
|
40,466 |
|
|
|
— |
|
|
|
67,138 |
|
Receivables, net
|
|
|
— |
|
|
|
— |
|
|
|
405,902 |
|
|
|
729,469 |
|
|
|
— |
|
|
|
1,135,371 |
|
Warehouse receivables
(a)
|
|
|
— |
|
|
|
— |
|
|
|
720,061 |
|
|
|
— |
|
|
|
— |
|
|
|
720,061 |
|
Trading
securities
|
|
|
— |
|
|
|
— |
|
|
|
83 |
|
|
|
151,401 |
|
|
|
— |
|
|
|
151,484 |
|
Income taxes
receivable
|
|
|
15,526 |
|
|
|
6,879 |
|
|
|
— |
|
|
|
3,669 |
|
|
|
(26,074 |
) |
|
|
— |
|
Prepaid expenses
|
|
|
— |
|
|
|
— |
|
|
|
46,040 |
|
|
|
65,839 |
|
|
|
— |
|
|
|
111,879 |
|
Deferred tax assets,
net
|
|
|
— |
|
|
|
— |
|
|
|
143,065 |
|
|
|
25,874 |
|
|
|
— |
|
|
|
168,939 |
|
Real estate under
development
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,617 |
|
|
|
— |
|
|
|
30,617 |
|
Real estate and other
assets held for sale
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26,201 |
|
|
|
— |
|
|
|
26,201 |
|
Available for sale
securities
|
|
|
— |
|
|
|
— |
|
|
|
2,790 |
|
|
|
— |
|
|
|
— |
|
|
|
2,790 |
|
Other current
assets
|
|
|
— |
|
|
|
— |
|
|
|
26,468 |
|
|
|
15,917 |
|
|
|
— |
|
|
|
42,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current
Assets
|
|
|
15,531 |
|
|
|
310,094 |
|
|
|
1,741,412 |
|
|
|
1,509,084 |
|
|
|
(26,074 |
) |
|
|
3,550,047 |
|
Property and equipment,
net
|
|
|
— |
|
|
|
— |
|
|
|
202,674 |
|
|
|
92,814 |
|
|
|
— |
|
|
|
295,488 |
|
Goodwill
|
|
|
— |
|
|
|
— |
|
|
|
1,004,875 |
|
|
|
823,532 |
|
|
|
— |
|
|
|
1,828,407 |
|
Other intangible assets,
net
|
|
|
— |
|
|
|
— |
|
|
|
510,219 |
|
|
|
284,106 |
|
|
|
— |
|
|
|
794,325 |
|
Investments in
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
105,664 |
|
|
|
61,168 |
|
|
|
— |
|
|
|
166,832 |
|
Investments in consolidated
subsidiaries
|
|
|
1,432,638 |
|
|
|
1,832,044 |
|
|
|
1,211,409 |
|
|
|
— |
|
|
|
(4,476,091 |
) |
|
|
— |
|
Intercompany loan
receivable
|
|
|
— |
|
|
|
1,490,897 |
|
|
|
700,000 |
|
|
|
34,378 |
|
|
|
(2,225,275 |
) |
|
|
— |
|
Real estate under
development
|
|
|
— |
|
|
|
— |
|
|
|
693 |
|
|
|
3,259 |
|
|
|
— |
|
|
|
3,952 |
|
Real estate held for
investment
|
|
|
— |
|
|
|
— |
|
|
|
4,007 |
|
|
|
399,691 |
|
|
|
— |
|
|
|
403,698 |
|
Available for sale
securities
|
|
|
— |
|
|
|
— |
|
|
|
34,605 |
|
|
|
— |
|
|
|
— |
|
|
|
34,605 |
|
Other assets,
net
|
|
|
— |
|
|
|
49,389 |
|
|
|
48,603 |
|
|
|
43,797 |
|
|
|
— |
|
|
|
141,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
1,448,169 |
|
|
$ |
3,682,424 |
|
|
$ |
5,564,161 |
|
|
$ |
3,251,829 |
|
|
$ |
(6,727,440 |
) |
|
$ |
7,219,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and
accrued expenses
|
|
$ |
— |
|
|
$ |
11,674 |
|
|
$ |
151,260 |
|
|
$ |
411,202 |
|
|
$ |
— |
|
|
$ |
574,136 |
|
Compensation and employee
benefits payable
|
|
|
— |
|
|
|
626 |
|
|
|
208,692 |
|
|
|
189,370 |
|
|
|
— |
|
|
|
398,688 |
|
Accrued bonus and profit
sharing
|
|
|
— |
|
|
|
— |
|
|
|
308,748 |
|
|
|
235,880 |
|
|
|
— |
|
|
|
544,628 |
|
Securities sold, not yet
purchased
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
98,810 |
|
|
|
— |
|
|
|
98,810 |
|
Income taxes
payable
|
|
|
— |
|
|
|
— |
|
|
|
54,442 |
|
|
|
— |
|
|
|
(26,074 |
) |
|
|
28,368 |
|
Short-term
borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse lines of credit
(a)
|
|
|
— |
|
|
|
— |
|
|
|
713,362 |
|
|
|
— |
|
|
|
— |
|
|
|
713,362 |
|
Revolving credit
facility
|
|
|
— |
|
|
|
10,098 |
|
|
|
— |
|
|
|
34,727 |
|
|
|
— |
|
|
|
44,825 |
|
Other
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term
borrowings
|
|
|
— |
|
|
|
10,098 |
|
|
|
713,378 |
|
|
|
34,727 |
|
|
|
— |
|
|
|
758,203 |
|
Current maturities of
long-term debt
|
|
|
— |
|
|
|
46,000 |
|
|
|
— |
|
|
|
21,838 |
|
|
|
— |
|
|
|
67,838 |
|
Notes payable on real
estate
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
146,120 |
|
|
|
— |
|
|
|
146,120 |
|
Liabilities related to real
estate and other assets held for sale
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21,482 |
|
|
|
— |
|
|
|
21,482 |
|
Other current
liabilities
|
|
|
— |
|
|
|
— |
|
|
|
39,885 |
|
|
|
2,490 |
|
|
|
— |
|
|
|
42,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current
Liabilities
|
|
|
— |
|
|
|
68,398 |
|
|
|
1,476,405 |
|
|
|
1,161,919 |
|
|
|
(26,074 |
) |
|
|
2,680,648 |
|
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured term
loans
|
|
|
— |
|
|
|
1,352,500 |
|
|
|
— |
|
|
|
263,273 |
|
|
|
— |
|
|
|
1,615,773 |
|
11.625% senior subordinated
notes, net
|
|
|
— |
|
|
|
439,016 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
439,016 |
|
6.625% senior
notes
|
|
|
— |
|
|
|
350,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
350,000 |
|
Other long-term
debt
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
59 |
|
|
|
— |
|
|
|
59 |
|
Intercompany loan
payable
|
|
|
296,688 |
|
|
|
— |
|
|
|
1,928,587 |
|
|
|
— |
|
|
|
(2,225,275 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term
Debt
|
|
|
296,688 |
|
|
|
2,141,516 |
|
|
|
1,928,587 |
|
|
|
263,332 |
|
|
|
(2,225,275 |
) |
|
|
2,404,848 |
|
Notes payable on real
estate
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
206,339 |
|
|
|
— |
|
|
|
206,339 |
|
Deferred tax liabilities,
net
|
|
|
— |
|
|
|
— |
|
|
|
135,500 |
|
|
|
13,469 |
|
|
|
— |
|
|
|
148,969 |
|
Non-current tax
liabilities
|
|
|
— |
|
|
|
— |
|
|
|
77,595 |
|
|
|
2,332 |
|
|
|
— |
|
|
|
79,927 |
|
Pension
liability
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
60,860 |
|
|
|
— |
|
|
|
60,860 |
|
Other
liabilities
|
|
|
— |
|
|
|
39,872 |
|
|
|
114,030 |
|
|
|
66,487 |
|
|
|
— |
|
|
|
220,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
296,688 |
|
|
|
2,249,786 |
|
|
|
3,732,117 |
|
|
|
1,774,738 |
|
|
|
(2,251,349 |
) |
|
|
5,801,980 |
|
Commitments and
contingencies
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBRE Group, Inc.
Stockholders’ Equity
|
|
|
1,151,481 |
|
|
|
1,432,638 |
|
|
|
1,832,044 |
|
|
|
1,211,409 |
|
|
|
(4,476,091 |
) |
|
|
1,151,481 |
|
Non-controlling
interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
265,682 |
|
|
|
— |
|
|
|
265,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
|
1,151,481 |
|
|
|
1,432,638 |
|
|
|
1,832,044 |
|
|
|
1,477,091 |
|
|
|
(4,476,091 |
) |
|
|
1,417,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Equity
|
|
$ |
1,448,169 |
|
|
$ |
3,682,424 |
|
|
$ |
5,564,161 |
|
|
$ |
3,251,829 |
|
|
$ |
(6,727,440 |
) |
|
$ |
7,219,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Although CBRE Capital
Markets is included among our domestic subsidiaries, which jointly
and severally guarantee our 11.625% senior subordinated notes, our
6.625% senior notes and our Credit Agreement, a substantial
majority of warehouse receivables funded under the Kemps Landing,
JP Morgan, TD Bank, Fannie Mae ASAP Program and BofA lines of
credit are pledged to Kemps Landing, JP Morgan, TD Bank, Fannie Mae
and BofA, and accordingly, are not included as collateral for these
notes or our other outstanding debt. |
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, 2012
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Elimination |
|
|
Consolidated
Total |
|
Revenue
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,875,199 |
|
|
$ |
2,638,900 |
|
|
$ |
— |
|
|
$ |
6,514,099 |
|
Costs and
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
— |
|
|
|
— |
|
|
|
2,331,776 |
|
|
|
1,410,738 |
|
|
|
— |
|
|
|
3,742,514 |
|
Operating, administrative
and other
|
|
|
47,344 |
|
|
|
7,367 |
|
|
|
943,694 |
|
|
|
1,004,509 |
|
|
|
— |
|
|
|
2,002,914 |
|
Depreciation and
amortization
|
|
|
— |
|
|
|
— |
|
|
|
93,733 |
|
|
|
75,912 |
|
|
|
— |
|
|
|
169,645 |
|
Non-amortizable intangible
asset impairment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,826 |
|
|
|
— |
|
|
|
19,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and
expenses
|
|
|
47,344 |
|
|
|
7,367 |
|
|
|
3,369,203 |
|
|
|
2,510,985 |
|
|
|
— |
|
|
|
5,934,899 |
|
Gain on disposition of real
estate
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,881 |
|
|
|
— |
|
|
|
5,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)
income
|
|
|
(47,344 |
) |
|
|
(7,367 |
) |
|
|
505,996 |
|
|
|
133,796 |
|
|
|
— |
|
|
|
585,081 |
|
Equity income (loss) from
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
62,818 |
|
|
|
(2,089 |
) |
|
|
— |
|
|
|
60,729 |
|
Other income
|
|
|
— |
|
|
|
— |
|
|
|
1,500 |
|
|
|
9,593 |
|
|
|
— |
|
|
|
11,093 |
|
Interest income
|
|
|
— |
|
|
|
133,205 |
|
|
|
3,370 |
|
|
|
4,235 |
|
|
|
(133,167 |
) |
|
|
7,643 |
|
Interest expense
|
|
|
— |
|
|
|
143,500 |
|
|
|
130,944 |
|
|
|
33,791 |
|
|
|
(133,167 |
) |
|
|
175,068 |
|
Royalty and management
service (income) expense
|
|
|
— |
|
|
|
— |
|
|
|
(38,380 |
) |
|
|
38,380 |
|
|
|
— |
|
|
|
— |
|
Income from consolidated
subsidiaries
|
|
|
345,262 |
|
|
|
356,344 |
|
|
|
36,492 |
|
|
|
— |
|
|
|
(738,098 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before (benefit of) provision for income
taxes
|
|
|
297,918 |
|
|
|
338,682 |
|
|
|
517,612 |
|
|
|
73,364 |
|
|
|
(738,098 |
) |
|
|
489,478 |
|
(Benefit of) provision for
income taxes
|
|
|
(17,637 |
) |
|
|
(6,580 |
) |
|
|
161,268 |
|
|
|
48,271 |
|
|
|
— |
|
|
|
185,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
|
315,555 |
|
|
|
345,262 |
|
|
|
356,344 |
|
|
|
25,093 |
|
|
|
(738,098 |
) |
|
|
304,156 |
|
Income from discontinued
operations, net of income taxes
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
631 |
|
|
|
— |
|
|
|
631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
315,555 |
|
|
|
345,262 |
|
|
|
356,344 |
|
|
|
25,724 |
|
|
|
(738,098 |
) |
|
|
304,787 |
|
Less: Net loss attributable
to non-controlling interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,768 |
) |
|
|
— |
|
|
|
(10,768 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
CBRE Group, Inc.
|
|
$ |
315,555 |
|
|
$ |
345,262 |
|
|
$ |
356,344 |
|
|
$ |
36,492 |
|
|
$ |
(738,098 |
) |
|
$ |
315,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, 2011
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Elimination |
|
|
Consolidated
Total |
|
Revenue
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,419,396 |
|
|
$ |
2,486,015 |
|
|
$ |
— |
|
|
$ |
5,905,411 |
|
Costs and
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
— |
|
|
|
— |
|
|
|
2,064,160 |
|
|
|
1,392,970 |
|
|
|
— |
|
|
|
3,457,130 |
|
Operating, administrative
and other
|
|
|
41,708 |
|
|
|
5,331 |
|
|
|
985,402 |
|
|
|
850,225 |
|
|
|
— |
|
|
|
1,882,666 |
|
Depreciation and
amortization
|
|
|
— |
|
|
|
— |
|
|
|
66,960 |
|
|
|
48,759 |
|
|
|
— |
|
|
|
115,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and
expenses
|
|
|
41,708 |
|
|
|
5,331 |
|
|
|
3,116,522 |
|
|
|
2,291,954 |
|
|
|
— |
|
|
|
5,455,515 |
|
Gain on disposition of real
estate
|
|
|
— |
|
|
|
— |
|
|
|
3,380 |
|
|
|
9,586 |
|
|
|
— |
|
|
|
12,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)
income
|
|
|
(41,708 |
) |
|
|
(5,331 |
) |
|
|
306,254 |
|
|
|
203,647 |
|
|
|
— |
|
|
|
462,862 |
|
Equity income from
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
101,625 |
|
|
|
3,151 |
|
|
|
— |
|
|
|
104,776 |
|
Other income
|
|
|
— |
|
|
|
— |
|
|
|
986 |
|
|
|
1,720 |
|
|
|
— |
|
|
|
2,706 |
|
Interest income
|
|
|
— |
|
|
|
105,502 |
|
|
|
2,990 |
|
|
|
6,319 |
|
|
|
(105,368 |
) |
|
|
9,443 |
|
Interest expense
|
|
|
— |
|
|
|
118,650 |
|
|
|
105,857 |
|
|
|
31,110 |
|
|
|
(105,368 |
) |
|
|
150,249 |
|
Royalty and management
service (income) expense
|
|
|
— |
|
|
|
— |
|
|
|
(35,890 |
) |
|
|
35,890 |
|
|
|
— |
|
|
|
— |
|
Income from consolidated
subsidiaries
|
|
|
265,344 |
|
|
|
276,944 |
|
|
|
74,114 |
|
|
|
— |
|
|
|
(616,402 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before (benefit of) provision for income
taxes
|
|
|
223,636 |
|
|
|
258,465 |
|
|
|
416,002 |
|
|
|
147,837 |
|
|
|
(616,402 |
) |
|
|
429,538 |
|
(Benefit of) provision for
income taxes
|
|
|
(15,526 |
) |
|
|
(6,879 |
) |
|
|
139,058 |
|
|
|
72,450 |
|
|
|
— |
|
|
|
189,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
|
239,162 |
|
|
|
265,344 |
|
|
|
276,944 |
|
|
|
75,387 |
|
|
|
(616,402 |
) |
|
|
240,435 |
|
Income from discontinued
operations, net of income taxes
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
49,890 |
|
|
|
— |
|
|
|
49,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
239,162 |
|
|
|
265,344 |
|
|
|
276,944 |
|
|
|
125,277 |
|
|
|
(616,402 |
) |
|
|
290,325 |
|
Less: Net income
attributable to non-controlling interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
51,163 |
|
|
|
— |
|
|
|
51,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
CBRE Group, Inc.
|
|
$ |
239,162 |
|
|
$ |
265,344 |
|
|
$ |
276,944 |
|
|
$ |
74,114 |
|
|
$ |
(616,402 |
) |
|
$ |
239,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, 2010
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Elimination |
|
|
Consolidated
Total |
|
Revenue
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,995,186 |
|
|
$ |
2,120,130 |
|
|
$ |
— |
|
|
$ |
5,115,316 |
|
Costs and
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
— |
|
|
|
— |
|
|
|
1,798,753 |
|
|
|
1,161,417 |
|
|
|
— |
|
|
|
2,960,170 |
|
Operating, administrative
and other
|
|
|
44,826 |
|
|
|
4,462 |
|
|
|
829,027 |
|
|
|
729,367 |
|
|
|
— |
|
|
|
1,607,682 |
|
Depreciation and
amortization
|
|
|
— |
|
|
|
— |
|
|
|
58,744 |
|
|
|
49,637 |
|
|
|
— |
|
|
|
108,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and
expenses
|
|
|
44,826 |
|
|
|
4,462 |
|
|
|
2,686,524 |
|
|
|
1,940,421 |
|
|
|
— |
|
|
|
4,676,233 |
|
Gain on disposition of real
estate
|
|
|
— |
|
|
|
— |
|
|
|
3,381 |
|
|
|
3,915 |
|
|
|
— |
|
|
|
7,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)
income
|
|
|
(44,826 |
) |
|
|
(4,462 |
) |
|
|
312,043 |
|
|
|
183,624 |
|
|
|
— |
|
|
|
446,379 |
|
Equity income (loss) from
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
29,453 |
|
|
|
(2,892 |
) |
|
|
— |
|
|
|
26,561 |
|
Interest income
|
|
|
— |
|
|
|
92,935 |
|
|
|
2,243 |
|
|
|
17,052 |
|
|
|
(103,814 |
) |
|
|
8,416 |
|
Interest expense
|
|
|
— |
|
|
|
148,610 |
|
|
|
105,490 |
|
|
|
40,865 |
|
|
|
(103,814 |
) |
|
|
191,151 |
|
Write-off of financing
costs
|
|
|
— |
|
|
|
18,148 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18,148 |
|
Royalty and management
service (income) expense
|
|
|
— |
|
|
|
— |
|
|
|
(28,485 |
) |
|
|
28,485 |
|
|
|
— |
|
|
|
— |
|
Income from consolidated
subsidiaries
|
|
|
228,590 |
|
|
|
277,918 |
|
|
|
124,349 |
|
|
|
— |
|
|
|
(630,857 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before (benefit of) provision for income
taxes
|
|
|
183,764 |
|
|
|
199,633 |
|
|
|
391,083 |
|
|
|
128,434 |
|
|
|
(630,857 |
) |
|
|
272,057 |
|
(Benefit of) provision for
income taxes
|
|
|
(16,581 |
) |
|
|
(28,957 |
) |
|
|
113,165 |
|
|
|
62,741 |
|
|
|
— |
|
|
|
130,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
|
200,345 |
|
|
|
228,590 |
|
|
|
277,918 |
|
|
|
65,693 |
|
|
|
(630,857 |
) |
|
|
141,689 |
|
Income from discontinued
operations, net of income taxes
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,320 |
|
|
|
— |
|
|
|
14,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
200,345 |
|
|
|
228,590 |
|
|
|
277,918 |
|
|
|
80,013 |
|
|
|
(630,857 |
) |
|
|
156,009 |
|
Less: Net loss attributable
to non-controlling interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(44,336 |
) |
|
|
— |
|
|
|
(44,336 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
CBRE Group, Inc.
|
|
$ |
200,345 |
|
|
$ |
228,590 |
|
|
$ |
277,918 |
|
|
$ |
124,349 |
|
|
$ |
(630,857 |
) |
|
$ |
200,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR
ENDED DECEMBER 31, 2012
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Elimination |
|
|
Consolidated
Total |
|
Net income
|
|
$ |
315,555 |
|
|
$ |
345,262 |
|
|
$ |
356,344 |
|
|
$ |
25,724 |
|
|
$ |
(738,098 |
) |
|
$ |
304,787 |
|
Other comprehensive
loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(997 |
) |
|
|
— |
|
|
|
(997 |
) |
Unrealized losses on
interest rate swaps and interest rate caps, net
|
|
|
— |
|
|
|
(4,868 |
) |
|
|
— |
|
|
|
(56 |
) |
|
|
— |
|
|
|
(4,924 |
) |
Unrealized holding gains
(losses) on available for sale securities, net
|
|
|
— |
|
|
|
— |
|
|
|
522 |
|
|
|
(47 |
) |
|
|
— |
|
|
|
475 |
|
Pension liability
adjustments, net
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(947 |
) |
|
|
— |
|
|
|
(947 |
) |
Other, net
|
|
|
— |
|
|
|
— |
|
|
|
(871 |
) |
|
|
273 |
|
|
|
— |
|
|
|
(598 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive
loss
|
|
|
— |
|
|
|
(4,868 |
) |
|
|
(349 |
) |
|
|
(1,774 |
) |
|
|
— |
|
|
|
(6,991 |
) |
Comprehensive
income
|
|
|
315,555 |
|
|
|
340,394 |
|
|
|
355,995 |
|
|
|
23,950 |
|
|
|
(738,098 |
) |
|
|
297,796 |
|
Less: Comprehensive loss
attributable to non-controlling interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,154 |
) |
|
|
— |
|
|
|
(11,154 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
attributable to CBRE Group, Inc.
|
|
$ |
315,555 |
|
|
$ |
340,394 |
|
|
$ |
355,995 |
|
|
$ |
35,104 |
|
|
$ |
(738,098 |
) |
|
$ |
308,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR
ENDED DECEMBER 31, 2011
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Elimination |
|
|
Consolidated
Total |
|
Net income
|
|
$ |
239,162 |
|
|
$ |
265,344 |
|
|
$ |
276,944 |
|
|
$ |
125,277 |
|
|
$ |
(616,402 |
) |
|
$ |
290,325 |
|
Other comprehensive (loss)
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(24,165 |
) |
|
|
— |
|
|
|
(24,165 |
) |
Unrealized losses on
interest rate swaps and interest rate caps, net
|
|
|
— |
|
|
|
(23,602 |
) |
|
|
— |
|
|
|
(21 |
) |
|
|
— |
|
|
|
(23,623 |
) |
Unrealized holding gains on
available for sale securities, net
|
|
|
— |
|
|
|
— |
|
|
|
77 |
|
|
|
— |
|
|
|
— |
|
|
|
77 |
|
Pension liability
adjustments, net
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,088 |
) |
|
|
— |
|
|
|
(19,088 |
) |
Other, net
|
|
|
— |
|
|
|
— |
|
|
|
2,022 |
|
|
|
— |
|
|
|
— |
|
|
|
2,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive
(loss) income
|
|
|
— |
|
|
|
(23,602 |
) |
|
|
2,099 |
|
|
|
(43,274 |
) |
|
|
— |
|
|
|
(64,777 |
) |
Comprehensive
income
|
|
|
239,162 |
|
|
|
241,742 |
|
|
|
279,043 |
|
|
|
82,003 |
|
|
|
(616,402 |
) |
|
|
225,548 |
|
Less: Comprehensive income
attributable to non-controlling interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50,223 |
|
|
|
— |
|
|
|
50,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
attributable to CBRE Group, Inc.
|
|
$ |
239,162 |
|
|
$ |
241,742 |
|
|
$ |
279,043 |
|
|
$ |
31,780 |
|
|
$ |
(616,402 |
) |
|
$ |
175,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR
ENDED DECEMBER 31, 2010
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Elimination |
|
|
Consolidated
Total |
|
Net income
|
|
$ |
200,345 |
|
|
$ |
228,590 |
|
|
$ |
277,918 |
|
|
$ |
80,013 |
|
|
$ |
(630,857 |
) |
|
$ |
156,009 |
|
Other comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(229 |
) |
|
|
— |
|
|
|
(229 |
) |
Unrealized gains on
interest rate swaps and interest rate caps, net
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
706 |
|
|
|
— |
|
|
|
706 |
|
Unrealized holding gains on
available for sale securities, net
|
|
|
— |
|
|
|
— |
|
|
|
637 |
|
|
|
— |
|
|
|
— |
|
|
|
637 |
|
Pension liability
adjustments, net
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,953 |
|
|
|
— |
|
|
|
17,953 |
|
Other, net
|
|
|
— |
|
|
|
— |
|
|
|
(219 |
) |
|
|
1,821 |
|
|
|
— |
|
|
|
1,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive
income
|
|
|
— |
|
|
|
— |
|
|
|
418 |
|
|
|
20,251 |
|
|
|
— |
|
|
|
20,669 |
|
Comprehensive
income
|
|
|
200,345 |
|
|
|
228,590 |
|
|
|
278,336 |
|
|
|
100,264 |
|
|
|
(630,857 |
) |
|
|
176,678 |
|
Less: Comprehensive loss
attributable to non-controlling interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(44,142 |
) |
|
|
— |
|
|
|
(44,142 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
attributable to CBRE Group, Inc.
|
|
$ |
200,345 |
|
|
$ |
228,590 |
|
|
$ |
278,336 |
|
|
$ |
144,406 |
|
|
$ |
(630,857 |
) |
|
$ |
220,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR
ENDED DECEMBER 31, 2012
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Consolidated
Total |
|
|
|
|
|
|
|
CASH FLOWS PROVIDED BY
(USED IN) OPERATING ACTIVITIES:
|
|
$ |
24,525 |
|
|
$ |
(3,620 |
) |
|
$ |
210,921 |
|
|
$ |
59,255 |
|
|
$ |
291,081 |
|
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
|
— |
|
|
|
— |
|
|
|
(95,578 |
) |
|
|
(54,654 |
) |
|
|
(150,232 |
) |
Acquisition of Clarion Real
Estate Securities and substantially all of the ING Group N.V.
operations in Europe and Asia (collectively the REIM Acquisitions),
including net assets acquired, intangibles and goodwill, net of
cash acquired
|
|
|
— |
|
|
|
— |
|
|
|
(8,949 |
) |
|
|
1,269 |
|
|
|
(7,680 |
) |
Acquisition of businesses
(other than the REIM Acquisitions), including net assets acquired,
intangibles and goodwill, net of cash acquired
|
|
|
— |
|
|
|
— |
|
|
|
(15,980 |
) |
|
|
(28,918 |
) |
|
|
(44,898 |
) |
Contributions to
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
(29,941 |
) |
|
|
(35,499 |
) |
|
|
(65,440 |
) |
Distributions from
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
58,389 |
|
|
|
4,588 |
|
|
|
62,977 |
|
Net proceeds from
disposition of real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
60,805 |
|
|
|
60,805 |
|
Additions to real estate
held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,181 |
) |
|
|
(6,181 |
) |
Proceeds from the sale of
servicing rights and other assets
|
|
|
— |
|
|
|
— |
|
|
|
35,499 |
|
|
|
4,707 |
|
|
|
40,206 |
|
Increase in restricted
cash
|
|
|
— |
|
|
|
(2,018 |
) |
|
|
(1,693 |
) |
|
|
(12,494 |
) |
|
|
(16,205 |
) |
Decrease in cash due to
deconsolidation of CBRE Clarion U.S., L.P.
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(73,187 |
) |
|
|
(73,187 |
) |
Other investing activities,
net
|
|
|
— |
|
|
|
— |
|
|
|
2,922 |
|
|
|
(758 |
) |
|
|
2,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing
activities
|
|
|
— |
|
|
|
(2,018 |
) |
|
|
(55,331 |
) |
|
|
(140,322 |
) |
|
|
(197,671 |
) |
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of senior secured
term loans
|
|
|
— |
|
|
|
(46,000 |
) |
|
|
— |
|
|
|
(22,146 |
) |
|
|
(68,146 |
) |
Proceeds from revolving
credit facility
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
41,270 |
|
|
|
41,270 |
|
Repayment of revolving
credit facility
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,230 |
) |
|
|
(15,230 |
) |
Proceeds from notes payable
on real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,652 |
|
|
|
4,652 |
|
Repayment of notes payable
on real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(54,036 |
) |
|
|
(54,036 |
) |
Proceeds from notes payable
on real estate held for sale and under development
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22,276 |
|
|
|
22,276 |
|
Repayment of notes payable
on real estate held for sale and under development
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(21,345 |
) |
|
|
(21,345 |
) |
Proceeds from exercise of
stock options
|
|
|
20,324 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,324 |
|
Incremental tax benefit
from stock options exercised
|
|
|
2,930 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,930 |
|
Non-controlling interests
contributions
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,075 |
|
|
|
16,075 |
|
Non-controlling interests
distributions
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(48,162 |
) |
|
|
(48,162 |
) |
Payment of financing
costs
|
|
|
— |
|
|
|
(25 |
) |
|
|
— |
|
|
|
(334 |
) |
|
|
(359 |
) |
(Increase) decrease in
intercompany receivables, net
|
|
|
(47,732 |
) |
|
|
(228,395 |
) |
|
|
175,469 |
|
|
|
100,658 |
|
|
|
— |
|
Other financing activities,
net
|
|
|
(47 |
) |
|
|
— |
|
|
|
(953 |
) |
|
|
62 |
|
|
|
(938 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided
by financing activities
|
|
|
(24,525 |
) |
|
|
(274,420 |
) |
|
|
174,516 |
|
|
|
23,740 |
|
|
|
(100,689 |
) |
|
|
|
|
|
|
Effect of currency exchange
rate changes on cash and cash equivalents
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,394 |
|
|
|
3,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (DECREASE) INCREASE
IN CASH AND CASH EQUIVALENTS
|
|
|
— |
|
|
|
(280,058 |
) |
|
|
330,106 |
|
|
|
(53,933 |
) |
|
|
(3,885 |
) |
CASH AND CASH
EQUIVALENTS, AT BEGINNING OF PERIOD
|
|
|
5 |
|
|
|
298,370 |
|
|
|
375,176 |
|
|
|
419,631 |
|
|
|
1,093,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS, AT END OF PERIOD
|
|
$ |
5 |
|
|
$ |
18,312 |
|
|
$ |
705,282 |
|
|
$ |
365,698 |
|
|
$ |
1,089,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period
for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
— |
|
|
$ |
135,257 |
|
|
$ |
23 |
|
|
$ |
26,665 |
|
|
$ |
161,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax payments,
net
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
127,482 |
|
|
$ |
90,474 |
|
|
$ |
217,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR
ENDED DECEMBER 31, 2011
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Consolidated
Total |
|
|
|
|
|
|
|
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES:
|
|
$ |
19,200 |
|
|
$ |
20,628 |
|
|
$ |
126,752 |
|
|
$ |
194,639 |
|
|
$ |
361,219 |
|
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
|
— |
|
|
|
— |
|
|
|
(111,247 |
) |
|
|
(36,733 |
) |
|
|
(147,980 |
) |
Acquisition of Clarion Real
Estate Securities and substantially all of the ING Group N.V.
operations in Europe and Asia (collectively the REIM Acquisitions),
including net assets acquired, intangibles and goodwill, net of
cash acquired
|
|
|
— |
|
|
|
— |
|
|
|
(215,910 |
) |
|
|
(364,985 |
) |
|
|
(580,895 |
) |
Acquisition of businesses
(other than the REIM Acquisitions), including net assets acquired,
intangibles and goodwill, net of cash acquired
|
|
|
— |
|
|
|
— |
|
|
|
(2,290 |
) |
|
|
(47,500 |
) |
|
|
(49,790 |
) |
Contributions to
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
(29,912 |
) |
|
|
(21,551 |
) |
|
|
(51,463 |
) |
Distributions from
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
92,611 |
|
|
|
16,936 |
|
|
|
109,547 |
|
Net proceeds from
disposition of real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
231,678 |
|
|
|
231,678 |
|
Additions to real estate
held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,473 |
) |
|
|
(15,473 |
) |
Proceeds from the sale of
servicing rights and other assets
|
|
|
— |
|
|
|
— |
|
|
|
26,886 |
|
|
|
149 |
|
|
|
27,035 |
|
Increase in restricted
cash
|
|
|
— |
|
|
|
(15 |
) |
|
|
(1,213 |
) |
|
|
(468 |
) |
|
|
(1,696 |
) |
Other investing activities,
net
|
|
|
— |
|
|
|
— |
|
|
|
(1,218 |
) |
|
|
— |
|
|
|
(1,218 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing
activities
|
|
|
— |
|
|
|
(15 |
) |
|
|
(242,293 |
) |
|
|
(237,947 |
) |
|
|
(480,255 |
) |
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from senior
secured term loans
|
|
|
— |
|
|
|
800,000 |
|
|
|
— |
|
|
|
300,739 |
|
|
|
1,100,739 |
|
Repayment of senior secured
term loans
|
|
|
— |
|
|
|
(42,000 |
) |
|
|
— |
|
|
|
(5,503 |
) |
|
|
(47,503 |
) |
Proceeds from revolving
credit facility
|
|
|
— |
|
|
|
967,000 |
|
|
|
— |
|
|
|
65,624 |
|
|
|
1,032,624 |
|
Repayment of revolving
credit facility
|
|
|
— |
|
|
|
(967,000 |
) |
|
|
— |
|
|
|
(38,132 |
) |
|
|
(1,005,132 |
) |
Proceeds from notes payable
on real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,300 |
|
|
|
10,300 |
|
Repayment of notes payable
on real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(186,636 |
) |
|
|
(186,636 |
) |
Proceeds from notes payable
on real estate held for sale and under development
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,454 |
|
|
|
8,454 |
|
Repayment of notes payable
on real estate held for sale and under development
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(79,271 |
) |
|
|
(79,271 |
) |
Proceeds from exercise of
stock options
|
|
|
7,136 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,136 |
|
Incremental tax benefit
from stock options exercised
|
|
|
14,936 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,936 |
|
Non-controlling interests
contributions
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,231 |
|
|
|
10,231 |
|
Non-controlling interests
distributions
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(129,686 |
) |
|
|
(129,686 |
) |
Payment of financing
costs
|
|
|
— |
|
|
|
(23,652 |
) |
|
|
— |
|
|
|
(1,086 |
) |
|
|
(24,738 |
) |
(Increase) decrease in
intercompany receivables, net
|
|
|
(41,271 |
) |
|
|
(680,436 |
) |
|
|
393,855 |
|
|
|
327,852 |
|
|
|
— |
|
Other financing activities,
net
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(129 |
) |
|
|
(129 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided
by financing activities
|
|
|
(19,199 |
) |
|
|
53,912 |
|
|
|
393,855 |
|
|
|
282,757 |
|
|
|
711,325 |
|
|
|
|
|
|
|
Effect of currency exchange
rate changes on cash and cash equivalents
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,681 |
) |
|
|
(5,681 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND
CASH EQUIVALENTS
|
|
|
1 |
|
|
|
74,525 |
|
|
|
278,314 |
|
|
|
233,768 |
|
|
|
586,608 |
|
CASH AND CASH
EQUIVALENTS, AT BEGINNING OF PERIOD
|
|
|
4 |
|
|
|
223,845 |
|
|
|
96,862 |
|
|
|
185,863 |
|
|
|
506,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS, AT END OF PERIOD
|
|
$ |
5 |
|
|
$ |
298,370 |
|
|
$ |
375,176 |
|
|
$ |
419,631 |
|
|
$ |
1,093,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period
for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
— |
|
|
$ |
109,520 |
|
|
$ |
24 |
|
|
$ |
28,491 |
|
|
$ |
138,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax payments,
net
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
102,754 |
|
|
$ |
87,163 |
|
|
$ |
189,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR
ENDED DECEMBER 31, 2010
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
CBRE |
|
|
Guarantor
Subsidiaries |
|
|
Nonguarantor
Subsidiaries |
|
|
Consolidated
Total |
|
|
|
|
|
|
|
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES:
|
|
$ |
18,844 |
|
|
$ |
129,388 |
|
|
$ |
264,826 |
|
|
$ |
203,529 |
|
|
$ |
616,587 |
|
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
|
— |
|
|
|
— |
|
|
|
(49,300 |
) |
|
|
(19,164 |
) |
|
|
(68,464 |
) |
Acquisition of businesses
including net assets acquired, intangibles and goodwill
|
|
|
— |
|
|
|
— |
|
|
|
(2,340 |
) |
|
|
(68,050 |
) |
|
|
(70,390 |
) |
Contributions to
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
(32,915 |
) |
|
|
(4,595 |
) |
|
|
(37,510 |
) |
Distributions from
unconsolidated subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
21,164 |
|
|
|
1,679 |
|
|
|
22,843 |
|
Net proceeds from
disposition of real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
76,504 |
|
|
|
76,504 |
|
Additions to real estate
held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,551 |
) |
|
|
(16,551 |
) |
Proceeds from the sale of
servicing rights and other assets
|
|
|
— |
|
|
|
— |
|
|
|
27,179 |
|
|
|
1,765 |
|
|
|
28,944 |
|
Decrease (increase) in
restricted cash
|
|
|
— |
|
|
|
— |
|
|
|
7,783 |
|
|
|
(3,736 |
) |
|
|
4,047 |
|
Other investing activities,
net
|
|
|
— |
|
|
|
— |
|
|
|
(1,926 |
) |
|
|
— |
|
|
|
(1,926 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing
activities
|
|
|
— |
|
|
|
— |
|
|
|
(30,355 |
) |
|
|
(32,148 |
) |
|
|
(62,503 |
) |
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from senior
secured term loans
|
|
|
— |
|
|
|
650,000 |
|
|
|
— |
|
|
|
— |
|
|
|
650,000 |
|
Repayment of senior secured
term loan
|
|
|
— |
|
|
|
(1,693,110 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,693,110 |
) |
Proceeds from revolving
credit facility
|
|
|
— |
|
|
|
83,337 |
|
|
|
— |
|
|
|
23,422 |
|
|
|
106,759 |
|
Repayment of revolving
credit facility
|
|
|
— |
|
|
|
(83,501 |
) |
|
|
— |
|
|
|
(27,156 |
) |
|
|
(110,657 |
) |
Proceeds from 6.625% senior
notes
|
|
|
— |
|
|
|
350,000 |
|
|
|
— |
|
|
|
— |
|
|
|
350,000 |
|
Proceeds from notes payable
on real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,631 |
|
|
|
20,631 |
|
Repayment of notes payable
on real estate held for investment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(81,906 |
) |
|
|
(81,906 |
) |
Proceeds from notes payable
on real estate held for sale and under development
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,671 |
|
|
|
3,671 |
|
Repayment of notes payable
on real estate held for sale and under development
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14,341 |
) |
|
|
(14,341 |
) |
Repayment of short-term
borrowings and other loans, net
|
|
|
— |
|
|
|
— |
|
|
|
(548 |
) |
|
|
(5,500 |
) |
|
|
(6,048 |
) |
Proceeds from exercise of
stock options
|
|
|
2,401 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,401 |
|
Incremental tax benefit
from stock options exercised
|
|
|
5,380 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,380 |
|
Non-controlling interests
contributions
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29,172 |
|
|
|
29,172 |
|
Non-controlling interests
distributions
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,406 |
) |
|
|
(11,406 |
) |
Payment of financing
costs
|
|
|
— |
|
|
|
(33,329 |
) |
|
|
— |
|
|
|
(1,101 |
) |
|
|
(34,430 |
) |
(Increase) decrease in
intercompany receivables, net
|
|
|
(26,625 |
) |
|
|
578,474 |
|
|
|
(420,312 |
) |
|
|
(131,537 |
) |
|
|
— |
|
Other financing activities,
net
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(338 |
) |
|
|
(338 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing
activities
|
|
|
(18,844 |
) |
|
|
(148,129 |
) |
|
|
(420,860 |
) |
|
|
(196,389 |
) |
|
|
(784,222 |
) |
|
|
|
|
|
|
Effect of currency exchange
rate changes on cash and cash equivalents
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,845 |
) |
|
|
(4,845 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH AND
CASH EQUIVALENTS
|
|
|
— |
|
|
|
(18,741 |
) |
|
|
(186,389 |
) |
|
|
(29,853 |
) |
|
|
(234,983 |
) |
CASH AND CASH
EQUIVALENTS, AT BEGINNING OF PERIOD
|
|
|
4 |
|
|
|
242,586 |
|
|
|
283,251 |
|
|
|
215,716 |
|
|
|
741,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS, AT END OF PERIOD
|
|
$ |
4 |
|
|
$ |
223,845 |
|
|
$ |
96,862 |
|
|
$ |
185,863 |
|
|
$ |
506,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid (received) during
the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
— |
|
|
$ |
134,719 |
|
|
$ |
5 |
|
|
$ |
34,686 |
|
|
$ |
169,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (refunds)
payments, net
|
|
$ |
(11,214 |
) |
|
$ |
(108,132 |
) |
|
$ |
57,102 |
|
|
$ |
50,745 |
|
|
$ |
(11,499 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|