UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2012
CBRE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-32205 |
|
94-3391143 |
(State or other |
|
(Commission File Number) |
|
(IRS Employer |
jurisdiction of |
|
|
|
Identification No.) |
incorporation) |
|
|
|
|
11150 Santa Monica Boulevard, Suite 1600, Los Angeles, California |
|
90025 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(310) 405-8900
Registrants Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K is filed by CBRE Group, Inc., a Delaware corporation (the Company), in connection with the matters described herein.
Item 7.01 Regulation FD Disclosure
The information set forth under Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 7.01.
Item 8.01 Other Events
The Company is hosting its Business Review Day conference for institutional investors in New York, New York on December 6, 2012 and will be discussing various aspects of its business. During the course of those discussions, certain limited financial information and other limited facts of its business will be presented to investors. The presentation materials are furnished as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8 and 99.9 to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit |
|
Description |
99.1 |
|
Financial Overview for Business Review Day |
99.2 |
|
The Global Economy and Real Estate Markets for Business Review Day |
99.3 |
|
Americas Overview for Business Review Day |
99.4 |
|
EMEA Overview for Business Review Day |
99.5 |
|
APAC Overview for Business Review Day |
99.6 |
|
Global Real Estate Investment Management Overview for Business Review Day |
99.7 |
|
Global Corporate Services Overview for Business Review Day |
99.8 |
|
Brokerage Overview for Business Review Day |
99.9 |
|
Case Study for Business Review Day |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 6, 2012 |
CBRE GROUP, INC. | |
|
| |
|
| |
|
By: |
/s/ GIL BOROK |
|
|
Gil Borok |
|
|
Chief Financial Officer |
Exhibit 99.1
Financial Overview Gil Borok Chief Financial Officer December 6, 2012 |
Forward Looking Statements This presentation and the ones immediately following it contain statements that are forward looking within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our future growth momentum, operations, financial performance and business outlook. These statements should be considered as estimates only and actual results may ultimately differ from these estimates. Except to the extent required by applicable securities laws, we undertake no obligation to update or publicly revise any of the forward-looking statements that you may hear today. Please refer to our current annual report on Form 10-K and our current quarterly report on Form 10-Q, in particular any discussion of risk factors or forward-looking statements, which are filed with the SEC and available at the SECs website (www.sec.gov), for a full discussion of the risks and other factors that may impact any estimates that you may hear today. We may make certain statements during the course of this presentation, which include references to non-GAAP financial measures, as defined by SEC regulations. As required by these regulations, we have provided reconciliations of these measures to what we believe are the most directly comparable GAAP measures, which are attached hereto within the appendix. |
Geographic Diversification #1 commercial real estate services firm in the world LTM 9/30/12 revenue of $6.3 billion includes $4.4 million of revenue related to discontinued operations. Includes activity from ING REIM Asia and ING REIM Europe beginning October 3 and October 31, 2011, respectively. LTM 9/30/12 Revenue1,2 |
Service Line Diversity - Revenue Breakdown LTM 9/30/12 Includes revenue from discontinued operations of $4.4 million and $4.6 million for the twelve months ended September 30, 2012 and 2011, respectively. ($ in millions) 2012 1 2011 1 % Change Property & Facilities Management 2,172.4 1,972.0 10 Leasing 1,880.9 1,932.3 -3 Sales 987.9 925.7 7 Investment Management 432.5 222.4 94 Appraisal & Valuation 375.1 366.7 2 Commercial Mortgage Brokerage 272.1 214.0 27 Development Services 61.9 64.3 -4 Other 93.4 100.3 -7 Total 6,276.2 5,797.7 8 Twelve months ended September 30, 35% 30% 16% 7% 6% 4% 1% 1% |
Revenue Diversification Contractual revenue includes: Property & Facilities Management (14% in 2006 and 35% in LTM 9/30/12), Appraisal & Valuation (7% in 2006 and 6% in LTM 9/30/12), Investment Management (6% in 2006 and 7% in LTM 9/30/12), Development Services (1% in both 2006 and LTM 9/30/12) and Other (1% in both 2006 and LTM 9/30/12). Non-contractual revenue includes: Sales (31% in 2006 and 16% in LTM 9/30/12), Leasing (37% in 2006 and 30% in LTM 9/30/12) and Commercial Mortgage Brokerage (3% in 2006 and 4% in LTM 9/30/12). Reflects Trammell Crow Companys revenue contributions beginning on December 20, 2006. LTM 9/30/12 revenue of $6.3 billion includes $4.4 million of revenue related to discontinued operations. Includes activity from ING REIM Asia and ING REIM Europe beginning October 3 and October 31, 2011, respectively. Contractual revenues1 represented 50% of LTM 9/30/12 revenue, up from 29% in 2006 LTM 9/30/12 Revenue3,4 2006 Revenue2 |
($ in Millions) No reimbursements are included for the period 1992 through 1996, as amounts were immaterial. Reimbursements for 1997 through 2001 have been estimated. For 2002 and forward, reimbursements are included. Includes Insignia activity for the period July 23, 2003 through December 31, 2003. Includes Trammell Crow Company activity for the period December 20, 2006 through December 31, 2006. Includes revenue from discontinued operations, which totaled $2.1 million for the year ended December 31, 2007, $1.3 million for the year ended December 31, 2008, $3.9 million for the year ended December 31, 2010 , $6.7 million for the year ended December 31, 2011 and $4.4 million for the twelve months ended September 30, 2012. Normalized EBITDA excludes merger-related and other non-recurring costs, integration and other costs related to acquisitions, cost containment expenses, one-time IPO-related compensation expense, gains/losses on trading securities acquired in the Trammell Crow Company acquisition and the write-down of impaired assets. Includes EBITDA related to discontinued operations of $6.5 million for the year ended December 31, 2007, $16.9 million for the year ended December 31, 2008, $16.4 million for the year ended December 31, 2010, $14.1 million for the year ended December 31, 2011 and $12.2 million for the twelve months ended September 30, 2012. Includes activity from ING REIM Asia and ING REIM Europe beginning October 3 and October 31, 2011, respectively. ($ in Millions) 1992 2011 CAGR = 16% Average Annual Organic Growth of 9% Revenue 1 Normalized EBITDA and Margin 5 1992 2011 CAGR = 21% Historical Performance 6 6 6 4 4 4 3 3 4,7 6,7 2 2 4,7 6,7 20 26 34 42 62 90 127 117 151 115 131 183 300 461 653 970 601 454 681 803 882 5.6% 6.6% 7.9% 8.9% 10.6% 11.9% 10.7% 8.4% 9.9% 8.4% 9.6% 10.1% 11.3% 14.4% 16.2% 16.1% 11.7% 10.9% 13.3% 13.6% 14.0% 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 LTM Q3 2012 Normalized EBITDA Normalized EBITDA Margin |
Mandatory Amortization and Maturity Schedule $ millions $700.0 million revolver facility matures in May 2015. As of September 30, 2012, the outstanding revolver balance was $72.7 million. As of September 30, 2012 1 Global Cash Revolver Available 1,319 17 71 76 373 424 458 378 370 350 - 250.0 500.0 750.0 1,000.0 1,250.0 1,500.0 Q3 2012 2012 2013 2014 2015 2016 2017 2018 2019 2020 Term Loan A Term Loan A - 1 Term Loan B Term Loan C Term Loan D Sr. Subordinated Notes Sr. Unsecured Notes Revolver Current Liquidity |
Capitalization Excludes $66.9 million and $208.1 million of cash in consolidated funds and other entities not available for Company use at September 30, 2012 and December 31, 2011, respectively. Net of original issue discount of $9.9 million and $11.0 million at September 30, 2012 and December 31, 2011, respectively. Represents notes payable on real estate in Development Services that are recourse to the Company. Excludes non-recourse notes payable on real estate of $352.0 million and $359.3 million at September 30, 2012 and December 31, 2011, respectively. Excludes $458.3 million and $713.4 million of aggregate warehouse facilities at September 30, 2012 and December 31, 2011, respectively. ($ in millions) 9/30/2012 12/31/2011 Variance Cash 1 709.4 885.1 (175.7) Revolving credit facility 72.7 44.8 27.9 Senior secured term loan A 280.0 306.2 (26.2) Senior secured term loan A-1 279.3 285.1 (5.8) Senior secured term loan B 294.0 296.3 (2.3) Senior secured term loan C 395.0 398.0 (3.0) Senior secured term loan D 395.0 398.0 (3.0) Senior subordinated notes 2 440.1 439.0 1.1 Senior unsecured notes 350.0 350.0 - Notes payable on real estate 3 13.6 13.6 - Other debt 4 9.1 0.1 9.0 Total debt 2,528.8 2,531.1 (2.3) Stockholders' equity 1,340.4 1,151.5 188.9 Total capitalization 3,869.2 3,682.6 186.6 Total net debt 1,819.4 1,646.0 173.4 As of |
Appendix |
Reconciliation of Normalized EBITDA to EBITDA to Net Income (Loss) Notes: Includes EBITDA related to discontinued operations of $12.2 million for the twelve months ended September 30, 2012, $14.1 million for the year ended December 31, 2011, $16.4 million for the year ended December 31, 2010, $16.9 million for the year ended December 31, 2008 and $6.5 million for the year ended December 31, 2007. Includes interest income related to discontinued operations of $0.1 million for the year ended December 31, 2008 and $0.01 million for the year ended December 31, 2007. Includes depreciation and amortization related to discontinued operations of $0.7 million for the twelve months ended September 30, 2012, $1.2 million for the year ended December 31, 2011, $0.6 million for the year ended December 31, 2010, $0.1 million for the year ended December 31, 2008 and $0.4 million for the year ended December 31, 2007. Includes interest expense related to discontinued operations of $1.9 million for the twelve months ended September 30, 2012, $3.2 million for the year ended December 31, 2011, $1.6 million for the year ended December 31, 2010, $0.6 million for the year ended December 31, 2008 and $1.8 million for the year ended December 31, 2007. Includes provision for income taxes related to discontinued operations of $4.0 million for the twelve months ended September 30, 2012 and the year ended December 31, 2011, $5.4 million for the year ended December 31, 2010, $6.0 million for the year ended December 31, 2008 and $1.6 million for the year ended December 31, 2007. Includes revenue related to discontinued operations of $4.4 million for the twelve months ended September 30, 2012, $6.7 million for the year ended December 31, 2011, $3.9 million for the year ended December 31, 2010, $1.3 million for the year ended December 31, 2008 and $2.1 million for the year ended December 31, 2007. ($ in millions) LTM Q3 2012 2011 2010 2009 2008 2007 Normalized EBITDA 1 881.5 $ 802.6 $ 681.3 $ 453.9 $ 601.2 $ 970.1 $ Less: Integration and other costs related to acquisitions 78.3 68.8 7.2 5.7 16.4 45.2 Cost containment expenses 48.6 31.1 15.3 43.6 27.4 - Write-down of impaired assets 3.5 9.4 11.3 32.5 100.4 - Merger-related charges - - - - - 56.9 Loss on trading securities acquired in the Trammell Crow Company acquisition - - - - - 33.7 EBITDA 1 751.1 693.3 647.5 372.1 457.0 834.3 Add: Interest income 2 8.1 9.4 8.4 6.1 17.9 29.0 Less: Depreciation and amortization 3 161.3 116.9 109.0 99.5 102.9 113.7 Interest expense 4 177.2 153.5 192.7 189.1 167.8 164.8 Write-off of financing costs - - 18.1 29.3 - - Goodwill and other non-amortizable intangible asset impairments 19.8 - - - 1,159.4 - Provision for income taxes 5 178.5 193.1 135.8 27.0 56.9 194.3 Net income (loss) attributable to CBRE Group, Inc. 222.4 $ 239.2 $ 200.3 $ 33.3 $ (1,012.1) $ 390.5 $ Revenue 6 6,276.2 $ 5,912.1 $ 5,119.2 $ 4,165.8 $ 5,130.1 $ 6,036.3 $ Normalized EBITDA Margin 14.0% 13.6% 13.3% 10.9% 11.7% 16.1% Year Ended December 31, |
Exhibit 99.2
The Global Economy and Real Estate Markets Raymond Torto Global Chief Economist Asieh Mansour Head of Americas Research December 6, 2012 |
Global Outlook: Still Growing Despite Europe Source: IHS Global Insight, October 2012 Real GDP, Quarter-on-Quarter % Change Annual % Change Forecast |
U.S. Outlook: Consumers More Upbeat than Business Composition of the US Economy Annual % Change Source: IHS Global Insight, October 2012 Net exports lowered U.S. GDP by $408 billion in 2011 (3%) |
Note: Annual results based on local currency composite Source: IPD, KTI Regional Property Performance, 2011 % per annum IPD Global Index 9.8% |
U.S. Property Performance NAREIT Equity REIT Index NCREIF Property Index Barclays Capital Govt Bond Standard & Poors 500 Index Consumer Price Index 90-day T-Bills Source: NCREIF, Q3 2012 (Annualized Returns) 1 2 3 4 5 6 |
CBRE Global Office Capital Value Index Source: CBRE Research, Q3 2012 Q3 2012 50 70 90 110 130 150 170 190 210 230 Global Americas Asia Pacific EMEA |
Office Leasing Activity, MSF Office Leasing Activity: Mixed Performance Source: CoStar Analytics, Q3 2012; CBRE Research, Q3 2012 Note: U.S. office leasing volume for 2012 is understated, as deals are still being submitted to CoStar. Asia-Pacific leasing activity is represented on a net basis. Data for United States and Europe represent gross leasing volume. YTD Q3 2011 YTD Q3 2012 |
Global Vacancy Perspective Source: CBRE Research, Q3 2012 Note: The cyclic low is the most recent low prior to the onset of the last financial crisis; the cyclic high is the high experienced following the cyclic low. Cyclic High 4% 6% 8% 10% 12% 14% 16% 18% Asia EMEA US and Canada Global Cylic High Cyclic Low Q3 2012 335 bps 148 bps 116 bps 31 bps Global Office Vacancy Rates, % |
U.S. Multi-Housing Leads and Retail Lags 2012Q3 Past Cyclic High Natural Rate Year Back to "Natural Rate" Office Vacancy Rate 15.5% 16.9 / 2010 13 to 15 2013 Industrial Availability Rate 13.1% 14.5 / 2010 9 to 10 2015 Retail Availability Rate 12.9% 13.2 / 2011 9 to 10 2016 Multifamily Vacancy Rate 4.6% 7.44 / 2009 5 to 6 2010 Full Service Hotels Vacancy Rate 33.7% 43 / 2009 34 to 38 2010 Source: CBRE Econometric Advisors, Q3 2012 |
CBRE Global Rent Index Source: CBRE Research, Q3 2012 Q3 2012 % Change Year over Year Q3 2012 vs. Q2 2012 7.3% 1.4% 0.9% 2.0% 0.3% -0.07% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% Global Retail Rent Global Industrial Rent Global Office Rent |
Muted Supply Risk for Now Source: CBRE Econometric Advisors, Q3 2012 % Change Note: New Supply as Share of Inventory, 2012-2014 |
Exhibit 99.3
Americas Business Overview Cal Frese CEO, The Americas December 6, 2012 |
Americas Revenue by Region 2007 YTD Q3 2012 Canada: 21 owned offices and 1 affiliate Latin America: Owned offices in Brazil, Chile and Mexico; affiliates in 4 other countries Key Facts |
Americas Revenue by Service Line 2007 YTD Q3 2012 Leasing Sales Property and Facilities Management Commercial Mortgage Brokerage Appraisal and Valuation Other 41% 31% 16% 7% 4% 1% |
Macro Trends Businesses are increasingly complex, specialized and inter-dependent Traditional local market approach evolving toward borderless client needs Significant competition for leadership and producer talent Continued client migration toward fewer vendors and consolidated purchasing... even in middle markets Greater need for coordinated communications and deep business intelligence resources |
CBRE Advantages Premier global brand 60+ countries globally A leading position in all major Americas markets Broad capabilities Broad and deep geographic distribution and coverage Diversified service platform; managed centrally Professionally managed, matrix (geographic/business line/product type) Collaborative culture Stable leadership team and sales force Investment in resources and research/business intelligence Scale and diversity Largest company in industry Thousands of clients; approximately 80% of Fortune 100 We believe that CBRE has a strong position and competitive advantage with headroom in every geography and service line |
Leasing As of December 31, 2011. Does not include affiliate offices. Major 2012 Transactions 1,600,000 sq. ft. New York 800,000 sq. ft. Philadelphia 227,000 sq. ft. Dallas 500,000 sq. ft. Boston Approximately 2,6001 leasing professionals in the Americas Tailored service delivery by property type and industry/market specialization $46.8 billion Americas lease value in 2011; 32,725 total lease transactions Occupiers have been deferring making decisions and commitments due to increased uncertainty globally. Generally, the U.S. markets softened in Q3 2012, as a result of political/fiscal uncertainty, but incremental recovery was still evident. Tech, Pharma and energy sectors have been most active Key Facts 31% Percent of YTD Q3 2012 Americas Revenue |
Leasing Market Share As of Q3 2012* Source: CoStar *Percentage of available space represented by each firm in eight key markets, combined: Atlanta, Chicago, Dallas, Houston, Los Angeles, New York, San Francisco, Washington, DC (% Office Market Share) |
Capital Markets 1 As of December 31, 2011. Does not include affiliate offices. 2 Reflects loans serviced by GEMSA, a joint venture between CBRE Capital Markets and GE Capital Real Estate Key Facts Approximately 5501 investment sales specialists in the Americas Specialization across all major property types $45.6 billion Americas sales value in 2011; 5,550 total sales transactions $19.9 billion of loan originations and $103.6 billion2 of loan servicing in 2011 Investors grew more cautious in Q3 2012 in response to macro uncertainty. A flight to quality trend was evident, with markets seen as safe havens drawing capital. Debt financing remained available, especially for core assets. Capital has been cheap due to low interest rates and tight spreads. Commercial real estate remains highly attractive relative to other asset classes. 16% 7% Property Sales Commercial Mortgage Brokerage Major 2012 Transactions Scotia Plaza $1.25 Billion Office Sale Toronto Russell Investment Center $480 Million Office Sale Seattle PJ Finance Company $475 Million Recapitalization United States: Multiple Markets 400 South Hope $236 Million Sale $150 Million Financing Los Angeles Inland American Lodging Group $116 Million Hotel Sale Advisory Multi-Market Percent of YTD Q3 2012 Americas Revenue |
Top 5 U.S. Investment Sales Firms Source: Real Capital Analytics, October 2012 YTD Q3 2012 1,329 589 315 382 221 $24.9 $16.9 $9.1 $8.7 $6.9 0 5 10 15 20 25 30 CBRE Eastdil HFF Cushman & Wakefield Jones Lang LaSalle Total Volume in $billions Total Properties Sold Total Volume Total Properties Sold 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 |
Global Corporate Services Major Awards and Accolades #4 outsourcing company across all industries; highest ranked commercial real estate services company Global Excellence in Outsourcing Award Recognizing The Worlds Premier Commercial Real Estate Services Firm Highest Ranked Commercial Real Estate Services Firm on the Black Book of Outsourcing List A Leading Provider of Every Outsourced Real Estate Service Consulting Facilities Management Project Management Transaction Management Revenue includes property management, facilities management and project management fees for Global Corporate Services and Asset Services. Does not include transaction revenue associated with outsourcing activities. 41% Percent of YTD Q3 2012 Americas Revenue 1 |
Asset Services 1 Represents combined data for CBRE and Trammell Crow Company for Facilities Management and Asset Services. Includes joint venture and affiliate portfolios. 2 Revenue includes property management, facilities management and project management fees for Global Corporate Services and Asset Services. Does not include transaction revenue associated with outsourcing activities. Top U.S. Asset Services Clients Americas Square Footage Managed1 (SF in Billions) 41% Percent of YTD Q3 2012 Americas Revenue 2 |
Appraisal and Valuation Services Largest Clients Largest Corporate Clients Largest Special Servicer Clients Number of Americas Appraisals 4% Percent of Q3 2012 YTD Americas Revenue |
Growth Opportunities Build on leading market presence Enhance talent pool through strategic recruiting and in-fill M&A Structure business around investor and occupier clients Drive integration, specialization and market segmentation throughout service lines Complete management infrastructure for product lines in investor and occupier practice areas Increase focus on growing mid-market opportunities with investors and occupiers Drive specialization and integration throughout system Target premier properties initiative across all markets Integrate strategic account group across investor services Lead outsourcing marketplace with the Fortune 500 |
Growth Opportunities Invest in workplace, marketing, business intelligence systems/platform Continue investments in and integration of the research and marketing platforms Enhance technology platform and applications Further develop client care and development strategy Drive workplace and mobility initiatives Ongoing development of our people through continuous learning (CBRE University) Foster performance through support service centers of excellence (COEs) Drive client satisfaction, loyalty and trust |
Exhibit 99.4
EMEA Business Overview Michael Strong CEO - EMEA December 6, 2012 |
Revenue by Country 2007 YTD Q3 2012 UK France Spain/Portugal Benelux Germany CEE Italy Russia Switzerland Ireland Other |
Revenue by Service Line 2007 YTD Q3 2012 Property & Facilities Management Lease Sales Appraisal & Valuation Other |
2.1%+ growth 1.1-2% growth 0.1-1% growth <0% growth Source: Oxford Economics, October 2012 Predicted 2012 GDP Growth Key: |
GDP Growth Forecasts for 2013 GDP Growth % Source: Oxford Economics, October 2012 |
European Office Leasing Source: CBRE 000s Sq M CBRE | Page 6 |
Annual CRE Investment in Europe Transaction Volumes Source: CBRE, Property Data, KTI Billion |
Outsourcing* Source: CBRE EMEA Finance *Outsourcing: Global Corporate Services and Asset Services revenue, excluding reimbursables Acquisitions Institutional Big Wins Corporate Big Wins 32% Growth Revenue (m) Lloyds HSBC State Street Prupim / Aberdeen Estimate |
Growth Opportunities Leasing Exploit modest recovery in UK, Germany and Ireland Market share gains Strategic hires Segmentation model Investment sales Leverage Q3 2012 Franc Warwick acquisition in UK Strategic hiring: France, Germany, Sweden and Russia Adopt segmentation model in all central business districts Greater collaboration globally Increase intermediation levels outside UK Outsourcing Further develop project management Expand property management offering for institutional clients Improve efficiency to expand margins |
Real Estate Finance Debt Advisory Loan Servicing Property Match Residential Prime Project marketing M&A Service line in-fill opportunities remain available Cross-selling opportunities with CBRE Global Investors Cross-border opportunities within EMEA and globally Growth Opportunities |
INVESTORS (Debt & Equity) CBRE acts for 42 of the top 50 most active clients OWNERS/DEVELOPERS CBRE acts for 22 of the top 30 most active clients OCCUPIERS CBRE acts for 78 of the 2012 FT Europe 100 firms Source for Investors and Owner/Developers is Real Capital Analytics (RCA) based on most active (acquisitions & sales) over the last 12 months. (Nov 2011 Oct 2012) Source for Occupiers is the FT Europe 100 2012 list 84% 78% 73% Client Penetration by Type |
Exhibit 99.5
Asia Pacific Business Overview Rob Blain CEO, Asia Pacific December 6, 2012 |
Revenue by Country Pacific Japan China/Hong Kong/Taiwan India Singapore Korea Other |
Revenue by Service Line Property & Facilities Management Lease Sales Appraisal & Valuation Other |
Asia Pacific Economy Forecast GDP growth remains relatively healthy the global bright spot Still driven by domestic consumption and rising intra-regional trade Increased caution on the part of multi-national corporations, although APAC companies more buoyant We believe that Asia Pacific should benefit first and most from a recovery in global economic sentiment Solid medium term growth prospects Source : Oxford Economics |
Macro Trends Source : Oxford Economics Australia Two speed economy with challenged domestic sectors but strong natural resource driven growth Demand generally weakened outside the natural resource markets. Office rental growth moderating in most markets. Domestic investors remain subdued but there have been early signs of improvement in Q3 2012 Attractive yields and healthier fundamentals are driving interest from international investors |
Macro Trends Japan Economic prospects recover but uncertainties remain with fiscal stimulus effects fading and on-going political tensions Office demand stimulated by new supply and affordable rents; we believe rents are bottoming Strong investor interest in core Tokyo real estate, driven by very low interest rates and readily available debt Industrial sector also attracting interest due to higher yield and the need for consolidating operations to modern facilities. Source : Oxford Economics |
Macro Trends Source : Oxford Economics Worlds 2nd largest economy and key engine of global growth Slowing growth due to lower exports and residential real estate policy tightening Signs that economy may be turning the corner Occupier demand has eased but still plenty of activity amidst a strong development pipeline in all sectors Retail sector popular with rising demand for industrial China |
Macro Trends Forecast India Growth has slowed significantly, largely due to internal challenges Signs of reform in many areas could be the catalyst for stronger growth in future Opening the retail sector to more foreign direct investment creates significant opportunity Foreign investment remains challenging but domestic investor sentiment has improved slightly in recent months Source : Oxford Economics |
Growth Opportunities Outsourcing expansion Retail - China and India Organic expansion of capital markets and agency leasing Residential project marketing Strategic and in-fill M&A Global collaboration and talent transfer |
Exhibit 99.6
Global Real Estate Investment Management Overview Matt Khourie CEO CBRE Global Investors December 6, 2012 |
Statistics 32 offices Investments in 27 countries $90.4B of assets under management (AUM)1 Approximately 1,100 employees More than 600 clients globally Active in: core and core plus value-add and opportunistic fund of funds global securities 56 direct funds and 72 direct separate accounts 1. As of September 30, 2012. AUM refers to the fair market value of real estate-related assets with respect to which CBRE Global Investors provides, on a global basis, oversight, investment management services and other advice, and which generally consist of properties and real estate-related loans; securities portfolios; and investments in operating companies, joint ventures and in private real estate funds under its fund of funds program. This AUM is intended principally to reflect the extent of CBRE Global Investors' presence in the global real estate market, and its calculation of AUM may differ from the calculations of other asset managers. |
Global Investment Management Growth Normalized EBITDA excludes the write-down of impaired investments, cost containment expenses and integration and other costs related to acquisitions Includes $26.8 million in 2010, $23.3 million in 2011 and $7.1 million in 2012 associated with the consolidation of several properties due to a change in accounting regulations, effective January 1, 2010 Includes $5.4 million of revenue and $4.0 million of EBITDA from discontinued operations Includes activity from ING CRES, ING REIM Asia and ING REIM Europe beginning on July 1, October 3 and October 31, 2011, respectively $ in millions 161.2 359.2 Revenue Normalized EBITDA1,2 141.4 215.6 295.5 3,4 3,4 134.8 127.5 124.0 219.8 298.3 26.0 13.9 71.7 74.2 60.9 0.4 19.9 1.5 2008 2009 2010 2011 YTD Q3 2012 Carried Interest Acquisition/Disposition/Incentive/Other Asset Management 28.9 18.4 55.9 57.3 111.2 2008 2009 2010 2011 YTD Q3 2012 |
AUM $ in billions 90.4 Q3 2102 100.0 90.0 80.0 70.0 60.0 50.0 40.0 30.0 20.0 10.0 - GMM Securities Asia Europe NorthAmerica 2008 21.8 9.4 2.7 1.5 3.1 38.5 2009 19.5 9.5 0.5 2.1 3.1 34.7 2010 20.6 10.0 0.4 2.5 4.1 37.6 2011 19.2 37.6 5.1 19.8 12.4 94.1 Q3 2102 17.1 35.1 4.1 22.2 11.9 90.4 |
AUM As of September 30, 2012 AUM by Program Type 1 ($B) AUM by Strategy 1 ($B) 22.2 11.9 0.6 23.1 32.6 9.3 5.7 75.4 Separate Accounts Funds Securities Funds of Funds Debt Core Value-Add Opportunistic |
Equity Raised Excludes capital raised by ING REIM business units prior to their respective acquisition dates. Includes gross inflows for global securities 1, 2 2 $ in billions 2008 4.6 2009 1.9 2010 5.0 20111,2 5.9 YTD Q3 20122 |
2012 Highlights EMEA Approximately $675 million mandate from a UK insurance company notable diversification from traditional defined benefit plans Approximately $255 million mandate from EDS Pension Fund Approximately $155 million mandate from Koreas Public Officials Benefit Association to acquire London asset Asia Pacific Approximately $179 million acquisition of Kowloon Commerce Center in Hong Kong Approximately $175 million acquisition of Hewlett Packard Building in Seoul, Korea, on behalf of an investment vehicle of five Korean investors |
2012 Highlights United States Nearly $1.1 billion raised for a new value-add strategy fund, which has purchased or committed to $913 million in acquisitions Approximately $395 million of a vintage value-add strategy fund assets sold or under contract YTD Q3 2012 with strong returns Approximately $100 million of equity raised for multifamily development initiatives and $377 million of new multifamily developments started Approximately $141 million in debt and debt-related investments YTD Q3 2012 by Capital Partners, our debt business Global Approximately $300 million raised with CBRE Clarion Securities launch of a long/short product; team was selected as the sole global real estate securities manager for an industry-leading mobile and computing device companys 401K program Approximately $98 million acquisition of 16.7% of GLP Japan Logistics Partners (joint venture between Global Logistic Properties Limited and China Investment Corporation) on behalf of Global Multi Manager clients |
Global Investors EMEA Snapshot Mature business with broad geographic diversity EMEA AUM totals $35.1B AUM concentration in UK and Western/Central Europe. Limited concentration in Southern Europe at 14% of total EMEA AUM 1. As of September 30, 2012 |
Global Investors EMEA Snapshot Heavy concentration in shopping centers with total occupancy rates over 97% Largest private owner of shopping centers in Europe Virtually all (approximately 95%) core/core plus strategies 1. As of September 30, 2012 |
Growth Opportunities Core Preferred Strategies Acquire prime industrial in U.S., Asia Pacific and select European cities Target retail throughout Asia and selectively in Europe and U.S. Buy office properties in second-tier U.S. and top Asia Pacific markets Enhanced Preferred Strategies Reposition office in recovering U.S., European and Asia Pacific metros Develop logistics facilities throughout Asia Pacific and selectively in U.S. and Europe Develop and reposition U.S. and Asia Pacific multi-family assets Buy discounted loans from lenders to access quality properties Capitalize on global undersupply of new financing for non-core commercial real estate and the continuing wave of loan maturities |
Growth Opportunities Platform Seamlessly raise and deploy capital around the globe Expand product offerings to meet investor demand Increase footprint in select European countries and Asia Pacific Offer enterprise clients unique value propositions Focus on separate accounts with global mandates CBRE Collaboration Leveraging on-the-ground local market knowledge of CBRE platform to enhance asset performance Tapping CBRE investment sales teams to gain accelerated knowledge of and access to deal flow, including off-market opportunities Enhanced access to CBRE research with more than 400 professionals |
Exhibit 99.7
Global Corporate Services Overview Bill Concannon CEO Global Corporate Services (GCS) December 6, 2012 |
GCS Is an Outsourcing Contracts Business Ranked 4th in the IAOP Global Outsourcing 100 Key Facts 300+ clients under contract 70% of strategic accounts are multi-service Approximately 12,000 global GCS associates 179 contracts signed through Q3 2012 (more than all of 2011) Clients served in 120+ countries 3-5+ year contract terms provide annuity revenue 100% renewal rate of strategic accounts through Q3 2012 Diverse, Global, and Growing Client Base Financial Services Telecom Technology Manufacturing Automotive Retail Healthcare Public Sector CBRE is ranked 4th in IAOPs Global Outsourcing 100 Typical Real Estate Outsourcing Functions Transitioned to CBRE Enterprise CEO Real Estate Strategic Planning Transaction Management (Leasing, Buying, Selling) Project Management (Design, Construction, Moves) Facility Management (includes Energy and Sustainability) Head of Real Estate CMO CHRO CFO CAO CIO |
SF Under Management* # of GCS Contracts Signed in BSF *Includes property management and facilities management clients; does not include affiliates. 88 179 173 121 YTD Q3 2012 Q3 2012 GCS Is a Growth Business The GCS market is large and structurally attractive and still relatively underpenetrated. McKinsey and Associates 0 50 100 150 200 2009 2010 2011 YTD Q3 2012 31 25 32 88 34 25 62 121 67 45 61 173 74 35 70 179 0.0 1.0 2.0 3.0 2009 2010 2011 Q3 2012 2.2 2.6 2.9 3.0 |
We Manage Five Levers to Sustain Growth Renew and extend term Term Win/expand into new service lines Services Win/expand into broader geography Geography Penetrate new and emerging markets Industry Win/expand into new asset types Asset Type US FM, Cell Towers Global Full Service Retail Canada Terminals US Canada TM, 11 MSF Americas FM, 20 MSF APAC to US TM & Consulting 8 MSF Healthcare FM, 3.6 MSF Healthcare TM, 225K SF Government Facilities Consulting Waste Facilities Consulting |
Outsourcing Expertise Consulting Expertise Improved Outcomes Corporate Sector Trends We Lead with Expertise to Help Clients Respond to a Changing Business Landscape Economic Uncertainty Centralization & Globalization Technology & Mobility Access to Talent Reducing Fixed Costs Portfolio Flexibility Speed to Market Competitive Advantage Execution Certainty Facility Management Transaction Management Project Management Portfolio Management Expense Reduction and Monetization Strategies Real Estate Organization Design & Portfolio Optimization Workplace Strategy Labor and Location Analytics |
Sector Spotlight: Momentum in Healthcare Rising Cost of Healthcare Regulatory Change Demographic Shifts Hospital System Consolidation CBRE Growth in Acute Care Hospitals 0 Q3 2012 Growth in Hospital Beds Managed by CBRE 0 Q3 2012 60 50 40 30 20 10 0 2010 2011 Q3 2012 25 33 51 0 4,000 8,000 12,000 2010 2011 Q3 2012 6,267 7,326 9,836 |
Geographic Spotlight: Growth Momentum in India # SF Managed* in MSF* CBRE India Today 9 Offices 2,760+ Employees 108M SF Under Mgmt 557 Project Managers Sample Clients: # of Project Managers *Includes property management and facilities management clients. in MSF* 20 40 60 80 100 120 2009 2010 2011 Q3 2012 70 84 98 108 100 200 300 400 500 600 2009 2010 2011 Q3 2012 284 359 503 557 |
CRE Centralization Supply Chain Rationalization Emerging Markets & Sectors *Source: McKinsey & Co. GCS Estimated Market Size and Potential* $50B Market Attributes Remain Favorable for Continued Growth |
Drive growth through sustaining satisfaction and identifying new points of entry with existing clients Continue investing in GCS platform to ensure capacity (consulting practice, technology, energy, sourcing, etc) Accelerate portfolio momentum by targeting attractive vertical markets and focusing on global growth Enhance our industry leadership position Key Strategic Priorities for 2013 |
Exhibit 99.8
Brokerage Overview Jack Durburg Global President, Transaction Services December 6, 2012 |
Overview Global leasing trends Global sales trends Strategy and opportunities |
Global Leasing Trends 1. CBRE and TCC revenue for the period December 20, 2006, through December 31, 2006 Q3 2012 Update 1 Global Leasing Revenue ($ in Millions) Incremental market recovery still evident, despite general softening in Q3 2012. Performance globally was mixed. U.S. vacancy continues to edge down as job growth remains strong enough to produce positive absorption. Slow market improvement forecasted to continue across most property types. Caution among occupiers resulting in dearth of large transactions across EMEA. However, vacancy and rents holding relatively steady due to limited development activity. Economic ills in U.S. and Europe slowed demand for space in Asia Pacific; most leasing activity came from domestic companies. Overall rents have changed little through Q3 and expected to recover marginally in 2013. Lack of speculative construction will aid market rebound when firmer space demand revives. |
U.S. Office Leases Sq.Ft. Number of Leases Average Lease Size # of Leases YTD Q3 Q4 |
Global Sales Trends 1. CBRE and TCC revenue for the period December 20, 2006, through December 31, 2006 Q3 2012 Update 1 Global Sales Revenue ($ in Millions) Global business centers seen as safe havens continue to draw investment capital. Debt financing generally remains available in these markets, especially for core assets. Gateway U.S. markets have led the recovery, primarily on both coasts. Multi-housing properties remain the market bellwether due to strong demand/rent growth and liquidity provided by government agencies. EMEA investment markets are polarized with the U.K., Germany, and the Nordics drawing the most interest. Risk aversion has been widening pricing gap between prime and secondary assets, with yields relatively stable for the best assets. Asia Pacific investment activity remains largely stable but not expected to revive significantly until stronger growth in China returns and Western economies gain momentum. Office remains the favored asset class but growing interest in retail. Cross-border capital flows remain highly active, targeting well-leased assets in the largest, most liquid global business centers. |
Strategy GROWTH New Business Line(s) Recruiting M&A Organic Increase Market Share Recruiting M&A Organic growth strategies Market Lift Growth Opportunity |
Matrix Leadership Structure Go-to-Market Strategy Recruiting M&A Global Connectivity PRIORITY Strategy Growth Plan |
Americas EMEA APAC Investor Services Office Retail Industrial Occupier Services Finance GCS Transaction Management Occupier Brokerage Agency Brokerage Capital Markets Office Industrial Retail Investment Sales Platform Office Retail Industrial Multi Housing Hotels Advisory The Winning Structure Service Line Structure |
Strategy Transcends Geography Occupier Clients and Investor Clients Service Delivery and Go-to-Market Strategy |
Go-to-Market Strategy Leasing Capital Markets Americas APAC EMEA Global Brokerage Plan Managed Brokerage Occupier Playbook Agency Playbook Finishing First Global Capital Markets Plan Producer Gap Analysis & Recruiting Plan Managed Brokerage Finishing First Global Global CRM Global Recruiting Process Global and Regional M&A Process |
Exhibit 99.9
Fortune Favors The Prepared: Columbus Y&R at 3 Circle Mary Ann Tighe New York Tri-State Region December 6, 2012 |
GLOBAL ADVERTISING AGENCY 6,500 EMPLOYEES 186 OFFICES 90 COUNTRIES |
285 MADISON AVENUE Y&R takes ONE FLOOR at 285 Madison Avenue |
285 MADISON AVENUE 8 DECADES LATER... Y&R occupies entire building 500,000 SF |
Space is INEFFICIENT & DATED |
WHY HADNT THEY MOVED? . No debt on owned building. Low operating costs . Limited projected capital costs $20 PSF |
BUT TIME WAS TAKING ITS TOLL... . Deferred maintenance . costs Infrastructure looming |
...AND TIME WAS RUNNING OUT . NYC Building Code had mandated all office buildings be sprinklered by 2018 . Y&R need to report would implementation plan to City by 2011 |
Y&R space had FALLEN BEHIND... |
CHANGE WAS THE AIR IN Y&R facing: . Growing capital COSTS . Business INTERRUPTION |
Developing a long-term space plan RARELY FOLLOWS A STRAIGHT PATH... 3 7 8 6 1. 250 West Street 2. 424 Fifth Avenue 3 T h A 3. 259 Tenth Avenue 4. 229 West 43rd Street 5. 550 Washington Street 6. 28-40 West 23rd Street 7. Hudson Yards 8. 225 Park Avenue South 1 |
HOW SOON WE FORGET FORGET... 1. 250 West Street |
ZEROING IN ON 1107 BROADWAY |
350,000 SF . Controlled by estate of Lehman Brothers . Vacant since 2007, when $ Lehman lent 300M to Chetrit/Tessler JV for residential redevelopment . After two-year wrestling match, Lehman estate consolidates ownership |
L&L owner and developer f 200 of Fifth began looking at 1107 Broadway for office development Y&R saw opportunity to take over the entire building, but the numbers needed to work . Ownership position would provide Y&R the low run rate enjoyed at 285 Madison . But selling office condo to Y&R would provide no future upside for L&L, while all the redevelopment risk would remain |
DEAL STRUCTURE Y&R would buy partial condo, Y&R OWNED Floors 10-16 SUPPLYING EQUITY for L&L to buy the building lease 165,000 SF Y&R would the remaining space, enabling L&L to get the FINANCING to redevelop Y&R L&L OWNED (LEASED TO Y&R) would have NEW SPACE with only incremental increase in run rate Floors 2-9 189,000 SF |
Wed NEVER even entered the property We had our clients TRUST & CONFIDENCE |
AUCTION SALE Estates first asset sale since Lehmans bankruptcy in 2008 Witkoff Group and Morgan Stanley JV won bid to redevelop as residential |
All NO DEAL this work and... |
Purchased property for $140M FULLY tenanted at LOW rents |
Buys out Archon for $250M |
Refinanced through $250M LOAN from Wachovia |
400,000 SF vacancy with 2008 expirations . $ti d 60M renovation announced |
[LOGO] 2008 |
Property NOT RENTING & Pro-forma SHOT 2009 |
In January, loan DEFAULTS & Construction STOPS 2010 |
Related/Deutsche Bank JV buy loan from special servicer CWCapital Proposed new residential/mixed use development Sister property to Time b Warner Center to be anchored by Citys first Nordstrom |
Files suit to FORECLOSE in September Legal BATTLE follows Related |
. Moinian finds salvation with SL Green in October . SL Green agrees to pay off outstanding loan and recapitalize building with Moinian Group . Files suit against Relateds foreclosure |
. $138M refinancing completed in January . Moinian SETTLES with Related, agreeing to pay $28.5M of the $54M prepayment penalty |
Renovation RESTARTED & Leasing and Marketing Program LAUNCHED |
. OWNER NEW . REDEVELOPMENT . VACANCY . STILL NO DEAL 2011 Y&R |
MOMENT OF OPPORTUNITY . Property VALUE written down . ENGAGED owner . Significant VACANCY |
1107 BROADWAY Brainchild for our hybrid lease/commercial condo deal |
RECORD- BREAKER FOR PAPER . Purchase and sale agreement . Condo agreement . Lease agreement |
6 DIFFERENT COUNSELS CONSTRUCTION Representing Y&R and SL Green/Moinian Group DESIGNERS ENGINEERS |
Had to talk Moinian OFF THE 19TH FLOOR Integral to Y&RS VISION |
GETS DEAL DONE. 340,000 SF 20-year, 125,000 SF lease closed November 2011 $143.6M, 215,000 SF condo purchase closed September SL GREEN OWNED (LEASED TO Y&R) 2012, allowing Y&R flexibility to coordinate 1031 exchange with 285 Madison sale and 3 Floors 9,10,18,19 125,000 SF Columbus Circle improvements Significant efficiencies and qualitative benefits of new space Y&R OWNED Floors 3-8 215,000 SF with marginal increase in run rate |
CLOSED DEAL IN SIX WEEKS . Y&R POISED to do the deal with a workable economic model . CBRE team WELL-VERSED in highly structured redevelopment deal |
BACK TO 285 MADISON Property brought to market . Vacant building . Repositioning opportunity |
RFR CBRE SELLS to RFR Realty |
246 DEALS CBRE has worked 5.6 MILLION FEET WPP with WPP since 2007 |
Y(;$)B4K3!YD8-()985NF
MV]^X`%BNU^&N=@(\8Q=6B056*N)$L(3E*KN0"%KZ(8PC4D07PBC&5\82EB5*
MX"X+:$#8!>]_PT,7VJQ@O"GXJ4]ZPI/\\M0$^3U*4M&3'J>4Y"DD!&%4@-Q!
M#&58R-8D\ISH%%D/E^0R2,*,?9FSI-PP24=$A ;7+D`,LK3I]B\>+E
MZQ>O5Y&@'`GB0P@1(D4P8CQ2Q`C%($>`'#'2Q,<###LD\9J6;5LX<-NV9:LV
M#=JO7]&JA0NW;5HM/T>05,E$BV&N7+M\W9H%S"&P3U.0[,!09(HD3IT>+3%2
MQ",4*%@D99HE+-JO7K^H_:(5Q0$$"$"R9,HT98>#(F,E"O%Q)$F72)(>*=HD
MC-HV<>7(B E6L9E6K
M6S7.+T,%JNJXC8.HBMNJ1+A,6MDM;WO[FWIHQ0[SY"H;F3C2(#?ZB+!T@A.;
MV,(ED`K.7LSB$D^H"#HWXDYVDN2(2 )!"2"2G6R1%PB03_+1`2"1_ ")O^_PB:$'B]4@R]L0J=0!*RU13!\(VF/
MXRXHMJZ]A2YS)VB+`O8^&_:^@3C(`SMD`R=46SU2S/B6;V2,UFE=0B1PC$&&
MPRYT01)`02:HRV; ;]P-LD;&M,"P#:2'6.
M$!I4-Y[QS-JD$6$!4)J#;AI41P!R!/29`)TIV`\BJ)!M@NA7M^A,+%;B3<34
M?5]'/'7WM;?A.9[]X)N!VMU;!]YZSF!T!1I@_D"H3O:H'@V.X`/[V6U&`.M"
M*0G.805+5"(],(WI).[;\=^\3A#TD<<)WB63P$]94`4+;F04_\&Z]OS/@OW_W[OOO>5[SO)#SMZ#S.]_S\4[S-;\+-9\+O)`+P1`,KV[O^$[K
MKX[OK0[6\"WHLOT>U$NPPUZU=HH<<.B!,.L;J6;)LO;DSR[Q9!\6T)TN^9=5
MT?G`&-FA(GH4RCV.$@9,[!ZQL?)9_J;0[P<@[U,=[RH(WGN[`+-[\+^'X+
M0J_SP5#S-Z\+ND#X@[_SC'\+]Y[XAC_SO)#XA7_O/^_TM5[C>U[1&@W2KY"O
MGGOUNGV>]PF6@3=JPTI;D/#P93_[:6'*@3U&OH7Q&>_*W`Z9VQF?`*LBK+
MM"-#QDXTPDNDABI
6<*');3(PHKJ'6DI
M&E]JB>632(2`P*@,0!S;_//13U_]]=G/*B6ZSN9K5(7$TX8\:MY^.S$@@QQ2
M6[NYE1DFZ
*@*2W8`>J_@5J
ML2AXH`=RP`$<``J$%2']TF76N2[,WB2DK^SO(MX-*9Q=9JT/5R*H*1P@Z=*\
M)3/$@1RX):-:G#+*(1M:05^H`!*`6D7QV&6.$A*ZP`B8XPG82JW7NB=WP3H!
M@HFI?@0+&CR(,*'"A0P;.GP(,:+$B10K6KR(,:/&C1P[>OP(,J3(D0__L6&[
MENT:RFS9MKET"2ZF-YG;PMD<=Q/G.''BQOD<1RXHN7CE@OHD=TXH.7;GDIY3
M-R_JO*92JTH]%U5=4W;LU$&-*FY6%2)%ECRQ
"%`
MK-<#':6C=`6=N7%BR01VUC/BGJ'T%A!."%<[;NM)2-\?*I.W0()),I(U_I"$
M3>36Z3:@XHZJ))6@88@5H0:"C0Z&_Y;;*)J%671MLMI
M.!Y-#0R?)KETC>@H&9JAC!Q&B+`".3R\Y4*N)U@#/N8,-)6N"UG3_PH
=NSQ34S?RE13-UX4<<*))**8+Y-0:)FEEUBV>$3#
M6&C"PH@==@ABJ"@2LJ(***2`"(HLUKA($9/:RP@+1?S(@LZ(L"`)D@!9^B03
M`%/ZY)5,NM#(D90XP402*)Q@B#E%,N'%QFB$B8:I<'P-YQ=9.'EE$YK:
1!5T`"7O1"480`9N0;]'P"\&@"6O0,#L`!$50!+\%!4_0!$G0
M!)(!"8K0,I!P"9!@!408&HY0&N5Q&H04"D/3"5W@!S\3"?(6"T/S">T5"]+@
M&^2P#267#>N!2;U1#>8C24A#U)0E!10A77P!D/@@/GH&LRQY`NI@T'H@SY`Z[3N@SJH@3`Q
M`0TPG5@BYA0@Y==H!M_P`!L@A9M)@T3!ZDOQASI0E-^M@[Z^6#20COFP94G"
MY1F`V5'K91&87Y@[!M_X#3$HA%6XF3YPD_D(@X%%#56P@`KH`P.FF4/H``V8
M9F"FYL0B%_)D"G+HA%-QH2;8@3K$@D\8BU>@A")P@`>H3[84`B/X.BB0`GE4
MNBC8@B(X`E[!`D6XA!2FA!7&!&V+A$3PPST$2(`+N'Q)2%HPBYRHQ$>XOB.P
M@DB`/SYTA/:&U5\`!R1&_V(*E%*@@&)@Y5N#H`6;P&B,ON]]<00MV`5R:(2]
M@-S1&XPW*+UZR,)TR$+?M%Q?)#F0R0EG]&E&NU)&$SS2%;PS&H=O"@=H/%,U
M]0?8_0`QP"1ZP*4[,*L:^`U"48U"\(`.$)%"@8'P_0_"RIQC.`'IL(%A(B5^
M@%V[%FP:^(U"L!15B(X48)!@N@.HWH`^<&35X(8P^``4T(`8`69+9M][=6U2
MZF43.%^9QI,,6)
MJGP,P]O@HS0B12&0P9/.?Y[L:#C$Y@MTCV,,(@V@[WLAG$%`7A>B$*3OARK>
MWE"?^$/Y8N!['4R!>H%P@_Q&XHD[3E$',/#=^F_>^O\!T"B2HCKJ81JRH%UV
M@`>6(-LH01.N(A8@@0(2H`'"C0A8Z[5\``F((`B0P`?@Y0G@XEX<`;?X!6`L
M(3#DH@NLP%ZRH!,Z8[@X`>&:8`G:`A(Z(1*RP`KFR.`TX;B@JU\@@5^>2X@X
MP16,T+M>`=\BP0HR81:"XQ;."QC6B^1D(Q8D(1,0R69JH_^^*,DU].L57"&3
M9&X,C8:4Z,`>7.DQQ,,LCKJES5GKNV=R]>
MNL$-C1A&,LPA#MT,3Z[_[8C$%<(ACG#,8A*6"(>'KRGB&%]"`0KH`1!IG!-.
M',$!HMF!%89X:V`'6]C#O@DG;GPH(DQW"5-X1'9?T84>D'$'QG0`;(-@NBTP
M&;C!'6Z5%1'9*OSV"<*ME!\5EBO#41S=3,LX
M\P`0',IP53:$/#N6)C`O!RQR2K.+#&.@'APX[>E3G\,>M4B",.0A\WK80QX-
MOB:Q#P)KGP==Z$,G>HPWT82O?$7#32C"%""Q"7XNQ0=#W@$&JCU;TS5J<5BN
M_[)P%9&IW^:ERL-UQ)9%U5$O)_