Safe Harbor and Footnotes
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's economic prospects, future growth momentum, its operations and business outlook. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results and business performance in future periods to differ materially from those implied by the forward-looking statements in this press release.
All forward-looking statements speak only as of the date of this press release. Except as required by applicable securities laws, the Company expressly disclaims any obligation to update or revise these statements to reflect actual results, changes in expectations or changes in events. Should the Company update one or more forward-looking statements, it should not be inferred that it will make any further updates to such or any other forward-looking statements.
Factors that could cause actual results to differ materially include, but are not limited to: disruptions to general economic, political and regulatory conditions and significant public health events, particularly in geographic regions or industries on which our business may be focused; volatility or adverse developments in securities, capital or credit markets, interest rate hikes, and conditions affecting the value of real estate assets inside and outside the United States; a weak performance of real estate investments or other circumstances that negatively impact clients' willingness to invest in real estate or long-term contractual obligations; the cost and availability of capital for real estate investments; exchange rate fluctuations, as well as changes in foreign exchange restrictions, trade sanctions, and import/export and transfer pricing regulations; our ability to remain competitive globally or in specific geographic markets or business segments that are material to us; our ability to identify, acquire and successfully integrate value-adding companies; costs and potential future capital requirements associated with businesses we may acquire; integration challenges related to acquired companies; rising unemployment and a general slowdown in economic or commercial activity; developments in pricing and risk-taking in commercial real estate services; the impact of significant changes in supply, demand and capitalisation rates across different real estate segments; a reduction in the willingness of companies to outsource commercial real estate services, which would impact our revenues and operational performance; Actions taken by clients to limit their project budgets and reduce outsourced human resources; our ability to further diversify our revenue model to offset cyclical economic developments in the commercial real estate industry; our ability to attract new occupier and investor customers; our ability to retain key customers and renew relevant contracts; our ability to leverage our global services platform to maximize and secure long-term cash flows; our ability to continue to invest in our platform and services to customers; our ability to maintain cost discipline; the emergence of disruptive business models and technologies; negative coverage or damage to our brand and reputation; the failure of third parties 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 to generate targeted investment returns for our investors, as well as potential litigation, liabilities or reputational damage if we fail to do so; our ability to manage fluctuations in net income and cash flow that may result from the weak performance of our investment programs, including our equity investments in real estate investments; the ability of our indirect wholly-owned subsidiary, CBRE Capital Markets, Inc., to periodically adjust or replace the arrangements for its warehouse credit facilities on reasonable terms; a decline in lending by U.S. Government Sponsored Enterprises, regulatory oversight of these activities, and our revenue from servicing commercial real estate loans; changes in the legal and regulatory frameworks in the U.S. and internationally (including anti-corruption, anti-money laundering, trade sanctions, tariffs, exchange controls, and other trade law provisions), particularly in Asia, Africa, Russia, Eastern Europe, and the Middle East due to political instability in these regions; litigation and the associated financial and reputational risks; our liability risks associated with real estate consulting and property management and our ability to obtain sufficient insurance cover on acceptable terms; our ability to retain, attract and motivate key employees; our ability to overcome organizational challenges due to our company size; Liability arising from warranties or for construction defects that we assume in the area of development services; our leverage under our financing instruments and the limited restrictions on taking on additional debt and the possibility of rising financing costs as a result of a downgrade of our credit rating; our ability and that of our employees to successfully implement IT strategies and adapt them to technological developments; cyber threats or other risks to our IT networks, including the potential theft of assets or sensitive information, data corruption, or business interruption; our ability to comply with laws and regulations related to our global operations, including real estate licensing regulations, tax, labor and employment laws, fire and building safety regulations, privacy and data security regulations, sustainability requirements, and anti-corruption laws and trade sanctions imposed by the United States and other countries; changes in applicable tax or accounting regulations; a possible inability to establish and maintain effective internal controls over financial reporting; the impact of new accounting rules and standards or impairments of our business or intangible assets; as well as the development of our investments in companies that we do not control.
For more information on factors that may affect the Company's financial condition, please refer to the sections "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Quantitative and Qualitative Disclosures About Market Risk" and "Cautionary Note on Forward-Looking Statements" in our Annual Report on Form 10-K for the year ended December 31, 2025, in our quarterly reports on Form 10-Q, as well as in the Company's press releases and other filings with the Securities and Exchange Commission (SEC) from time to time. These documents are publicly available and can be obtained on the Company's website at www.cbre.com or upon written request from CBRE's Investor Relations Department at investorrelations@cbre.com .
The terms "Core Adjusted Net Income", "Core EBITDA", "Core EPS", "Business Line Operating Profit (Loss)", "Net Debt" and "Free Cash Flow" used by CBRE in this press release are non-GAAP measures under SEC policy. Further discussion of these measures can be found in the footnotes below and in the "Non-GAAP Financial Measures" section of this press release. We have also included reconciliations of these measures to the immediately comparable financial measures calculated and reported in accordance with GAAP for the respective reporting periods.
Note: We have not relied the forward-looking guidance for core (non-GAAP) earnings per share (core EPS) contained in this release to the immediately comparable GAAP measure, as this would be disproportionately feasible due to the volatility and limited predictability of costs associated with acquisitions, performance-based carried interest and financing costs. We anticipate that the fluctuations in these positions may affect our future GAAP financial results in potentially unpredictable and potentially material ways.
- Resilient companies include facility management, critical infrastructure services, property management, project management, loan servicing, valuations, other portfolio services, and recurring fees from investment management. Transaction transactions include real estate sales, letting, mortgage lending, carried interest and incentive fees in investment management, and development fees.
- The percentage change in local currency is calculated by comparing the results of the current reporting period at the exchange rates of the same period of the previous year with the results of the same period of the previous year.
- Throughput costs include certain costs associated with services provided by subcontractors and external service providers on behalf of customers. These costs will be passed on to the customers; the corresponding amounts are included in the turnover.
- Core Adjusted Net Income and Core Earnings per Diluted Share (Core EPS, respectively) exclude the impact of selected items on U.S. GAAP reported net income and earnings per diluted share, respectively. Adjustments in the reporting periods presented included non-cash amortization of intangible assets from corporate acquisitions, interest expense related to indirect tax audits and settlements, amortization of financing costs as a result of the early repayment of liabilities, impact of adjustments on non-controlling interests, tax impact of adjusted items and strategic, non-recognisable non-cash adjustments to mortgage servicing rights, integration and other costs related to acquisitions, expenses (or income from rescission) related to carried-interest incentive payments to align with related revenues, expenses related to audits and settlements for indirect taxes, netted results from the wind-up of certain businesses, Impact of non-cash fair value adjustments related to unconsolidated investments, business and finance transformation, costs related to efficiency and cost reduction initiatives, provisions related to Telford's fire refurbishment measures, and netted fair value adjustments to strategic non-core investments.
- Core EBITDA corresponds to earnings before non-controlling interests, depreciation and amortization of property, plant and equipment, and intangible assets, asset impairments, net interest expenses, amortization of financing costs due to the early repayment of liabilities, and income taxes. In addition, the following adjustments will be made: netted non-cash adjustments to mortgage servicing rights, integration and other costs related to acquisitions, expenses (or income from rescission) related to carried-interest incentive payments to align with related revenues, expenses related to indirect tax audits and settlements, netted results from the settlement of certain Activities, impact of non-cash fair value adjustments related to non-consolidated investments, business and finance transformation, costs related to efficiency and cost reduction initiatives, provisions related to Telford's fire remediation measures, and netted fair value adjustments to strategic non-core investments.
- Free cash flow is calculated as cash flow from operating activities plus gains on the sale of real estate assets less capital expenditures (reported in the capital expenditure section of the consolidated statement of cash flows).
- Segment Operating Profit (SOP) is the measure reported to the Chief Operating Decision Maker (CODM) to assess business performance and allocate resources to each segment. The SOP corresponds to earnings including non-controlling interests before net interest expense, amortization of financing costs due to early repayment of liabilities, income taxes, depreciation of property, plant and equipment and intangible assets, and impairment of assets. In addition, the following adjustments will be made: netted non-cash adjustments to mortgage servicing rights, integration and other costs related to acquisitions, expenses (or income from rescission) related to carried-interest incentive payments to align with related revenues, expenses related to indirect tax audits and settlements, netted results from the settlement of certain Businesses, impact of non-cash fair value adjustments related to non-consolidated investments, business and finance transformation, costs related to efficiency and cost reduction initiatives, and provisions related to Telford's fire remediation measures.
- Corresponds to the adjusted profit or loss of the respective business unit.
- Net debt is calculated as total financial liabilities (excluding non-recourse liabilities) minus cash and cash equivalents.
- Includes cash available to the Company as well as available funds under the revolving credit facilities and the commercial paper program.