SecProbe.io

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 September 24, 2025

Emma E. Giamartino
Chief Financial Officer
CBRE Group, Inc.
2121 North Pearl Street
Suite 300
Dallas, TX 75201

 Re: CBRE Group, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 001-32205
Dear Emma E. Giamartino:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
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CORRESP
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 CORRESP

 COMMERCIAL REAL ESTATE SERVICES

 CBRE Group, Inc.
 2121 N. Pearl Street

 Suite 300

 Dallas TX 75201

 www.cbre.com
 September 19, 2025
 Mr. Peter McPhun Ms. Jennifer Monick
 Office of Real Estate & Construction Division of
Corporation Finance Securities and Exchange Commission

 Re:
 CBRE Group, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-32205
 Dear Mr. McPhun and Ms. Monick: We are responding to
your comment letter dated September 5, 2025, to CBRE Group, Inc. (the “Company,” “CBRE,” “we,” “our” or “us”) with respect to the above referenced document.
 For ease of reference, we have repeated the comments of the Securities and Exchange Commission Staff (the “Staff”) in italics directly preceding
our responses. Form 10-K for the fiscal year ended December 31, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
 Operations
 Non-GAAP Financial Measures, page 47

 1.
 We note your response to our prior comment 1. Please address the following:

 •

 As it pertains to pass-through costs, please further clarify for us the nature and terms of your contracts
whose structures include pass-through with implicit pass-through net revenue cost-plus and cost-plus with GMP. In your response, please tell us how you determined these contract structures have an implicit margin, as opposed to an explicit
margin.

 •

 Regarding your contracts that are identified as explicit pass-through net revenue, please explain to us why
these contracts are categorized as having an explicit margin. In your response, please address your current characterization of such contracts as fixed priced contracts as it appears that they contain a
 mark-up on both fixed and variable costs. Also, please explain to us how you determined the explicit fees contractually earned on pass-through costs to estimate the margins for these contracts.

 2.
 In your response to our prior comment 1, you explain that to estimate an implicit margin on contracts quoted
with a fixed price or management fees that are charged to clients and may be derived as a percentage of total budgeted costs, you attributed a portion of the overall contract margin earned to the third-party pass-through costs incurred on the
contract by allocating the margin based on the percentage of third-party pass-through costs to total direct contract costs. Please address the following:

 •

 Please tell us how you define overall contract margin earned and total direct contract costs.

 •

 Please provide us with the company’s overall contract margin earned and total direct contract costs (if
it differs from the cost of revenue line item on your consolidated statements of operations) for the year ended December 31, 2024.

 •

 Please show us how the overall contract margin was allocated to calculate estimated margin by contract
structure. Response : The
Company acknowledges receipt of the Staff’s comments and informs the Staff that the Company will remove net revenue from its list of non-GAAP financial measures. This change will be reflected in the
Company’s earnings materials and future filings with the Securities and Exchange Commission, beginning with the Company’s third quarter 2025 reporting.
 Should you have any further questions regarding this matter, please feel free to contact me at (212) 984-8384.
 Sincerely, /s/ Emma Giamartino
 Emma Giamartino Chief Financial Officer
 CBRE Group, Inc.

 cc:
 William B. Brentani, Simpson Thacher & Bartlett LLP
 Kelli Schultz, Simpson Thacher & Bartlett LLP
 John Kemnitz, KPMG LLP

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 September 5, 2025

Emma E. Giamartino
Chief Financial Officer
CBRE Group, Inc.
2121 North Pearl Street
Suite 300
Dallas, TX 75201

 Re: CBRE Group, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Response dated August 7, 2025
 File No. 001-32205
Dear Emma E. Giamartino:

 We have reviewed your August 7, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to a prior comment is to the comment
in our July
11, 2025 letter.

Form 10-K for the fiscal year ended December 31, 2024
Item 7. Management Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 47

1. We note your response to our prior comment 1. Please address the
following:
 As it pertains to pass-through costs, please further clarify for us
the nature and
 terms of your contracts whose structures include pass-through with
implicit pass-
 through net revenue cost-plus and cost-plus with GMP. In your
response, please
 tell us how you determined these contract structures have an implicit
margin, as
 opposed to an explicit margin.
 Regarding your contracts that are identified as explicit
pass-through net revenue,
 please explain to us why these contracts are categorized as having an
explicit
 September 5, 2025
Page 2

 margin. In your response, please address your current
characterization of such
 contracts as fixed priced contracts as it appears that they contain a
mark-up on
 both fixed and variable costs. Also, please explain to us how you
determined the
 explicit fees contractually earned on pass-through costs to estimate
the margins
 for these contracts.

2. In your response to our prior comment 1, you explain that to estimate an
implicit
 margin on contracts quoted with a fixed price or management fees that are
charged to
 clients and may be derived as a percentage of total budgeted costs, you
attributed a
 portion of the overall contract margin earned to the third-party
pass-through costs
 incurred on the contract by allocating the margin based on the percentage
of third-
 party pass-through costs to total direct contract costs. Please address
the following:
 Please tell us how you define overall contract margin earned and
total direct
 contract costs.
 Please provide us with the company s overall contract margin earned
and total
 direct contract costs (if it differs from the cost of revenue line
item on your
 consolidated statements of operations) for the year ended December
31, 2024.
 Please show us how the overall contract margin was allocated to
calculate
 estimated margin by contract structure.

 Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
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 COMMERCIAL REAL ESTATE SERVICES

 CBRE Group, Inc.

 2121 N. Pearl Street

 Suite 300

 Dallas TX 75201

 www.cbre.com
 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO C.F.R. § 200.83
 August 7, 2025 Mr. Peter McPhun
 Ms. Jennifer Monick Office of Real Estate &
Construction Division of Corporation Finance Securities and
Exchange Commission

 Re:
 CBRE Group, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-32205
 Dear Mr. McPhun and Ms. Monick: We are responding to
your comment letter dated July 11, 2025, to CBRE Group, Inc. (the “Company,” “CBRE,” “we,” “our” or “us”) with respect to the above referenced document.
 For ease of reference, we have repeated the comments of the Securities and Exchange Commission Staff (the “Staff”) in italics directly preceding our
responses. Due to the commercially sensitive nature of information contained in this letter, we have requested confidential treatment of portions of the
Company’s response to Comment No. 1 below in accordance with Rule 83 (17 C.F.R. § 200.83) of the Rules of Practice of the Commission. The EDGAR submission of this letter omits the portions for which confidential treatment is
requested. The location of the information subject to the confidential treatment request is indicated in the EDGAR submission with [*]. A complete copy of this letter, including the portions for which confidential treatment is requested, is being
provided supplementally to the Staff. The Company respectfully requests that we be notified immediately in accordance with the Company’s confidential treatment request letter submitted supplementally on the date hereof before the Commission
permits any disclosure of the omitted confidential information.
 CONFIDENTIAL TREATMENT
REQUESTED BY CBRE GROUP, INC.

 Form 10-K for the fiscal year ended December 31, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
 Operations
 Non-GAAP Financial Measures, page 47

 1.
 We note your response to prior comment 2. Please clarify for us if any contracts are based on a fixed fee or
similar (e.g., based on square footage managed or occupied), such that pass through costs have implied profit margins. To the extent you determine that there is an implied profit margin, please explain to us how you considered Question 100.04 of the
Compliance & Disclosure Interpretation on Non-GAAP Financial Measures in determining the appropriateness of this adjustment throughout your Form 10-K and in
your earnings release. Response :
 In the Company’s response to the Staff’s comment regarding the presentation of pass-through costs also recognized as revenue to arrive at Non-GAAP net revenue on May 27, 2025, the Company noted that a portion of the Company’s Facilities Management (“FM”) and Project Management contracts include a margin on pass-through costs.
However, the margin earned on these contracts in 2024 was immaterial, representing 0.2% of gross revenue and 0.5% of pass-through costs also recognized as revenue, respectively. The estimated margin was based on explicit fees
contractually earned on pass-through costs. Although the explicit margin on pass-through costs is not material to the Company’s gross revenue or pass-through costs, the Company considered if there is an implicit margin on any of its
pass-through costs given the various contract structures for the fees earned. For example, the Company in the ordinary course of business enters into contracts whereby the contracts are quoted with a fixed price or management fees that are charged
to clients and may be derived as a percentage of total budgeted costs, which may be inclusive of third-party vendor/subcontractor pass-through costs. To
estimate an implicit margin on these contracts, the Company attributed a portion of the overall contract margin earned to the third-party pass-through costs incurred on the contract by allocating the margin based on the percentage of
third-party pass-through costs to total direct contract costs. The Company believes this is a conservative methodology for estimating an implicit margin on pass-through costs due to the following:

 ◾
 We would expect to earn a lower margin on pass-through costs compared to our internal labor as the amounts
charged by third-party vendors/subcontractors already include a margin earned by the vendors/subcontractors.

 ◾
 Most of our contracts explicitly state that we are required to pass through the amounts charged to clients in
relation to third-party vendor/subcontractor spend, inclusive of any rebates or discounts.

 ◾
 Of the suite of services offered under our FM and Project Management arrangements, the work performed by CBRE
employees typically requires employees with a higher skill set and therefore demands a higher margin than the services provided by third-party vendors/subcontractors ( e.g. , janitorial services, landscaping maintenance).
 Using the conservative assumption that overall contract margin is allocated evenly over all costs incurred under the contract, the implicit margin earned on
pass-through costs in 2024 is not material to gross revenue, the Company’s closest GAAP measure. When coupled with the explicit margin noted above, the total estimated margin earned on pass-through costs was not material to our gross revenue in
2024. This estimate excludes overhead expenses within the business segment incurred to manage the third-party pass-through costs for our clients, which is comprised of costs such as back-office vendor

 CONFIDENTIAL TREATMENT
REQUESTED BY CBRE GROUP, INC.

invoice management and other overhead required to be incurred in our role as FM or Project Management services provider. Additionally, this estimate excludes any allocation of CBRE corporate
overhead costs, included within our Corporate segment. Any margin earned on these costs is intended to cover our costs of coordinating and managing the third-party service providers, inclusive of customer-related operations captured in segment
overhead as well as corporate overhead. As such, we believe applying an allocation of segment and corporate overhead costs related to managing the third parties, to the estimated explicit and implicit margin earned on pass-through costs in 2024
results in a negligible percentage of our gross revenue, which management considers to be immaterial to the Company’s GAAP results. We considered
the guidance within Question 100.04 of the Compliance & Disclosure Interpretation on Non-GAAP Measures. As discussed in our previous response to the Staff, these pass-through costs exclude any costs
related to work performed by CBRE employees. Our adjusted net revenue measure reflects the portion of revenue generated by the Company’s own employees, which we believe is useful to investors as a supplemental measure. We also believe the
presentation of adjusted net revenue provides additional transparency for our investors in the way that the FM and Project Management businesses are managed and contracts are negotiated with customers. As such, the measure is not intended to change
the recognition and measurement principles of our GAAP revenue by adjusting gross revenue for pass-through costs also recognized as revenue to arrive at adjusted net revenue. We believe our disclosures related to the
 non-GAAP measure, including labeling it as non-GAAP and the description of the measure also ensure investors are not mislead by the measure.
 In consideration of the Staff’s comments, we advise the Staff that we have changed the title of this non-GAAP
measure from “net revenue” to “adjusted net revenue” in our most recent SEC filings and earnings presentations to further eliminate any confusion that the existing measure may represent GAAP revenue. We will also monitor the
margin on pass-through costs to ensure that it continues to be immaterial to gross revenue and will adjust our presentation were it ever to become material.
 CONFIDENTIAL TREATMENT
REQUESTED BY CBRE GROUP, INC.

 The following table provides a summary of example contract terms illustrating the various contract
structures the Company enters into with clients related to facility management services: Rule 83 Confidential Treatment Requested by CBRE Group, Inc.
CBRE_01:

 Client

 Contract Type

 Contract Excerpt

 Pass-Through with implicit Pass-Through Net Revenue – Fixed Price

 [*]

 Fixed price contract for facilities management which includes a mark-up for additional services

 [*]

 Pass-Through with implicit Pass-Through Net Revenue
 - Cost-Plus

 [*]

 Cost plus and management fee is a % mark-up on total costs

 [*]

 Pass-Through with implicit Pass-Through Net Revenue
 - Cost-Plus with GMP

 [*]

 GMP contract for facilities management

 [*]

 Explicit Pass-Through Net Revenue

 [*]

 Fixed price contract which has a % mark-up on the fixed costs and % mark-up on variable costs both of which include third party costs

 [*]

 Zero Pass-Through Net Revenue – Cost Plus

 [*]

 Management fee is based on documented square footage as well as % mark-up on labor. Third party costs are charged at actual cost.

 [*]
 The following table summarizes the various types of pass-through costs incurred, along with the estimated explicit and
implicit margins earned by cost type: Rule 83 Confidential Treatment Requested by CBRE Group, Inc. CBRE_02:
 [*]
 CONFIDENTIAL TREATMENT
REQUESTED BY CBRE GROUP, INC.

 Should you have any questions regarding this matter, please feel free to contact me at (212) 984-8384.

 Sincerely,

 /s/ Emma Giamartino

 Emma Giamartino

 Chief Financial Officer

 CBRE Group, Inc.

 cc:
 William B. Brentani, Simpson Thacher & Bartlett LLP
 Kelli Schultz, Simpson Thacher & Bartlett LLP
 John Kemnitz, KPMG LLP
 CONFIDENTIAL TREATMENT
REQUESTED BY CBRE GROUP, INC.

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<TEXT>
 July 11, 2025

Emma E. Giamartino
Chief Financial Officer
CBRE Group, Inc.
2121 North Pearl Street
Suite 300
Dallas, TX 75201

 Re: CBRE Group, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Response dated May 27, 2025
 File No. 001-32205
Dear Emma E. Giamartino:

 We have reviewed your May 27, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 15,
2025 letter.

Form 10-K for the fiscal year ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 47

1. We note your response to prior comment 2. Please clarify for us if any
contracts are
 based on a fixed fee or similar (e.g., based on square footage managed
or occupied),
 such that pass through costs have implied profit margins. To the extent
you determine
 that there is an implied profit margin, please explain to us how you
considered
 Question 100.04 of the Compliance & Disclosure Interpretation on
Non-GAAP
 Financial Measures in determining the appropriateness of this adjustment
throughout
 your Form 10-K and in your earnings release.
 July 11, 2025
Page 2

 Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
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CORRESP
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 CORRESP

 COMMERCIAL REAL ESTATE SERVICES

 CBRE Group, Inc. 2121 N. Pearl Street
 Suite 300 Dallas TX 75201
 www.cbre.com
 May 27, 2025
 Mr. Peter McPhun Ms. Jennifer Monick
 Office of Real Estate & Construction Division of
Corporation Finance Securities and Exchange Commission

 Re:
 CBRE Group, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-32205
 Dear Mr. McPhun and Ms. Monick: We are responding to
your comment letter dated May 15, 2025, to CBRE Group, Inc. (the “Company”, “CBRE”, “we”, “our” or “us”) with respect to the above referenced document.
 For ease of reference, we have repeated the comments of the Securities and Exchange Commission Staff (the “Staff”) in italics directly preceding our
responses. Form 10-K for the fiscal year ended December 31, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Non-GAAP Financial Measures, page 47

 1.
 We note your adjustment for Non-cash depreciation and amortization
expense related to certain assets attributable to acquisitions to arrive at Core net income attributable to CBRE Group, Inc., as adjusted. Please tell us and revise your filing to clarify the nature of this adjustment, including how it was derived.
Further, please tell us and revise your filing to clarify why the exclusion of this expense provides useful information to investors. Please refer to Item 10(e) of Regulation S-K. This comment also applies to
your presentation of this non-GAAP measure in your earnings release.

 Response :
 The Company respectfully acknowledges the Staff’s comment regarding the adjustment for Non-cash depreciation and
amortization expense related to certain assets attributable to acquisitions to arrive at Core net income attributable to CBRE Group, Inc., as adjusted (“Core adjusted net income”). In response to the Staff’s comment, the Company notes
that Core adjusted net income excludes the impact of amortization expense related to intangible assets, including customer relationships, trademarks, and depreciation expense related to technology (developed software), acquired as part of business
combinations. The adjustment consists primarily of amortization of acquired intangible assets with an immaterial amount of depreciation related to acquired technology ( i.e. , 0.6% of the adjustment in 2024).
 The Company excludes the amortization and depreciation expense related to acquired intangible assets from its calculation of Core adjusted net income as these
items are not indicative of the Company’s current and future performance and are not necessary to analyze underlying business trends. The related amortization and depreciation expense varies significantly based on the timing and size of the
acquisitions. In addition, the valuation of these assets is subjective and impacted by management’s judgments and estimates. The Company believes
that presentation of Core adjusted net income, excluding amortization and depreciation of assets acquired in business combinations, is useful to investors as a supplemental measure to evaluate the Company’s ongoing operating performance. In
addition, the Company respectfully notes that many acquisitive companies exclude amortization and depreciation expenses related to acquisitions from comparable Non-GAAP measures for similar reasons. Management
considers Core adjusted net income to be meaningful to investors as supplemental financial information when evaluating the Company’s performance against other market participants and when comparing the Company’s results with prior periods.
 In consideration of the Staff’s comment and in order to provide more robust disclosure to investors, the Company will add the following disclosure
in its future SEC filings and earnings presentations (added disclosure is in bold and underlined): “We use core EBITDA, core adjusted
net income and core earnings per share (or core EPS) as indicators of the company’s ongoing operating financial performance. Core EBITDA represents earnings before depreciation and amortization, net interest expense and income
taxes, further adjusted for the following items:

 •

 adjustments related to carried interest incentive compensation expense (reversal) to align with the timing of
associated revenue,

 •

 integration and other costs related to acquisitions,

 •

 costs incurred related to legal entity restructuring,

 •

 efficiency and cost-reduction initiatives,

 •

 provision associated with Telford’s fire safety remediation efforts,

 •

 the portion attributable to non-controlling interests,

 •

 write-off of financing costs on extinguished debt,

 •

 asset impairments,

 •

 charges related to indirect tax audits and settlements,

 •

 a one-time gain associated with remeasuring an investment in an
unconsolidated subsidiary to fair value as of the date the remaining controlling interest was acquired,

 •

 fair value changes on certain non-core
 non-controlling equity investments, and

 •

 the impact of fair value adjustments related to unconsolidated equity investments.

 Core adjusted net income represents earnings before the adjustments above and
excluding the impact of the following :

 •

 non-cash amortization expense related to intangible assets and
impairment charges of goodwill attributable to acquisitions, and

 •

 restructuring activities and related impact on income taxes and
 non-controlling interest. We believe that investors may find these measures
useful in evaluating our operating performance compared to that of other companies because their calculations generally eliminate the effects of acquisitions, which would include impairment charges of goodwill and intangibles created from
acquisitions, the effects of financings and income taxes and the accounting effects of capital spending. The presentation of Core adjusted net income, excluding amortization of intangible assets acquired in business combinations, is useful to
investors as a supplemental measure to evaluate the Company’s ongoing operating performance. While amortization expense of acquisition-related intangible assets is excluded
from Core adjusted net income, the revenue generated from the acquired intangible assets is not excluded .”
 In future SEC filings and earnings presentations, the Company will not include any adjustments related to the depreciation of acquired technology in Core
adjusted net income.

 2.
 We note that you deduct certain passed through costs to derive net revenue, a
 non-GAAP financial measure that you use to evaluate the operating performance of the Company and its segments. We note your disclosure that these costs are largely associated with subcontracted vendor work
performed for clients and is passed through to the client generally with no margin. As such, it appears that some of the passed through costs may have a profit margin. Please provide us with more information regarding the nature and terms of
contracts with passed through costs that have a profit margin and contracts with passed through costs that do not have a profit margin, including the terms of any fees earned by you under the contracts. In your response, please tell us whether the
terms of your contracts specifically require the customer to reimburse you for amounts paid to subcontractors and include an example of the contract terms in your response. In addition, please include an explanation of how you considered Question
100.04 of the Compliance & Disclosure Interpretation on Non-GAAP Financial Measures in determining the appropriateness of this adjustment. This comment applies to your presentation of net revenue
throughout your Form 10-K and in your earnings release. Response :
 The Company respectfully acknowledges the Staff’s comment regarding the presentation of pass-through costs and net revenue in the Company’s 2024 Form
 10-K and earnings release. These pass-through costs consist of costs related to work performed by third-party subcontractors for clients. We believe it is useful to investors, and not misleading or
inappropriate, to present a non-GAAP disclosure of net revenue exclusive of the pass-through costs for third-party services because it presents a meaningful measure of the revenue generated by the
Company’s own employees. A small margin is earned on pass-through costs for third-party services on some, but not all, contracts. For those contracts, the margin earned on the pass-through third-party subcontracting services in 2024 was
immaterial representing 0.2% of gross revenue and 0.5% of pass-through costs also recognized as revenue. Management treats the nominal margin earned (sometimes referred to as mark-up) on third-party services
as compensation to cover the costs of administering the pass-through services.

 Overview
 Approximately 75% of the pass-through costs reported in 2024 are found in our Facilities Management (“FM”) business within our Global Workplace
Solutions (“GWS”) segment in 2024 and Building Operations and Experience (“BOE”) segment in 2025. The remaining roughly 25% is found in our Project Management business which was reported as part of the GWS segment in 2024 and the
Project Management segment in 2025. Pass-through costs represent costs for work performed by third-party vendors that we or our clients have subcontracted to perform FM or Project Management services. Our FM business provides day-to-day management of client-occupied spaces and includes headquarter buildings, regional offices, administrative offices, data centers, manufacturing and laboratory
facilities, distribution facilities and retail space. CBRE’s FM contracts require us to provide, or arrange for third parties to provide, certain services related to the
 day-to-day operations of client facilities, such as interior and exterior cleaning and maintenance; food services; landscape maintenance and grounds care; trash removal;
and snow and ice removal. Project Management provides project and program management services to clients, many of whom also contract with CBRE to provide FM services. The contract terms for FM and Project Management arrangements are similar and have
pass-through costs. Therefore, we have focused our explanation and examples below on contracts in our FM business. Contract Terms
 Contracts for FM services vary from client to client but are negotiated to achieve a target margin for the overall suite of services provided to the client.
These contracts are typically structured as fixed fee, gross maximum price or cost plus arrangements, such that we receive fees based on one or a combination of the following: (i) a monthly management fee, (ii) reimbursement of
client-dedicated personnel costs and associated overhead expenses, (iii) reimbursement of third-party vendor spend (with or without a margin), and/or (iv) incentives if specified performance targets are satisfied. The fees we earn,
particularly on labor, overhead costs and third-party costs, vary from client to client based on individual negotiations. Sample Contract Terms
 Below you will find sample language from two of our contracts; one with no margin on third-party service costs and one with a small mark-up on a portion of the third-party service costs. Terms in these sections, such as controllable and non-controllable costs, are terms defined in individual contracts and
may vary by client. Customer Contract #1 (no margin):
 Pass-through Expenses shall mean charges and expenses designated in this Schedule X as payable on a pass-through basis. Supplier will not
be entitled to any additional margin or mark-up on Pass-through Expenses.

 Customer Contract #2 (margin):
 The “Management Fee Rate” shall be, as applicable, X% for Controllable Costs and X% for
 Non-Controllable Costs. The Management Fee Rates shall remain fixed for the term of the Global Service Agreement. Controllable Costs shall mean all charges and other expenses Contractor expects to
incur or directly manage during the Contract Year corresponding to the Annual Budget for such Contract Year…including, without limitation: (i) the charges related to fully burdened labor and any salary increments for account and site level
management, supervision and service delivery staff; (ii) the charges incurred in connection with the use of subcontractors… . Pass-through
costs without margin Under customer contract #1 above, we do not earn a margin on the pass-through costs subcontracted to fulfill the terms of the
contract. In these situations, we earn a monthly management fee (fixed or variable), which can be based on square footage managed or occupied, dedicated labor, or a percentage of total costs incurred, excluding third-party services.
 Pass-through costs with margin Under customer contract
#2 above, our management fee, which is a negotiated amount, may include monthly fees calculated based on one or a combination of the following: square footage managed or occupied, a margin on dedicated labor, or a percentage of total costs incurred,
including third-party services. As previously noted, the margin on third-party services is nominal and intended as compensation to cover the costs of administering the pass-through services.
 Consideration of Question 100.04 of the Compliance & Disclosure Interpretation (C&DI) on Non-GAAP
Financial Measures Management considered Question 100.04 of the C&DI on Non-GAAP Financial Measures when
evaluating the appropriateness of the adjustment and determined that the adjustment was appropriate and reasonable given it is disclosed as non-GAAP and that it provides investors with valuable supplemental
financial information reflecting the revenue generated on services provided by CBRE employees. Third-party spend under client contracts can fluctuate significantly as the timing and extent of third-party services required by our clients can vary
period-over-period and, as noted above, the Company earns a nominal margin on third-party subcontractor expenses; therefore, adjusting gross revenue to exclude these pass-through costs provides investors with supplemental financial information in a
more transparent presentation of the performance of the Company’s core operations and its employees by focusing on the revenue generated by such operations. In addition, the adjustment does not accelerate or change the timing of revenue
recognition or change the measurement of revenue recognized but instead provides a subset of GAAP revenue recognized during the period. Pass-through
costs are a component of gross revenue and the Company believes it is useful, and not misleading, to present a non-GAAP measure of net revenue exclusive of the pass-through costs for third-party services. Our
investors and analysts that follow the Company regularly ask questions about this net revenue measure and related margin on net revenue measures, an indication that the measures are useful to readers of our filings.

 Next Steps
 In consideration of the Staff’s comments, we advise the Staff that we will change the title of this non-GAAP
measure from “Net Revenue” to “Adjusted Net Revenue” in future SEC filings and earnings presentations to more clearly identify it as a non-GAAP financial measure and that the intent of the
presentation is not to imply we are an agent for revenue recognition. We will also monitor the margin on pass-through costs to ensure that it continues to be immaterial to gross revenue and would adjust our presentation if it were to ever become
material. Should you have any questions regarding this matter, please feel free to contact me at (212) 984-8384.
 Sincerely, /s/ Emma Giamartino
 Emma Giamartino Chief Financial Officer
 CBRE Group, Inc.

 cc:
 William B. Brentani, Simpson Thacher & Bartlett LLP
 Kelli Schultz, Simpson Thacher & Bartlett LLP
 John Kemnitz, KPMG LLP

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 May 15, 2025

Emma E. Giamartino
Chief Financial Officer
CBRE Group, Inc.
2121 North Pearl Street
Suite 300
Dallas, TX 75201

 Re: CBRE Group, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 001-32205
Dear Emma E. Giamartino:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 47

1. We note your adjustment for Non-cash depreciation and amortization
expense related
 to certain assets attributable to acquisitions to arrive at Core net
income attributable to
 CBRE Group, Inc., as adjusted. Please tell us and revise your filing to
clarify the
 nature of this adjustment, including how it was derived. Further, please
tell us and
 revise your filing to clarify why the exclusion of this expense provides
useful
 information to investors. Please refer to Item 10(e) of Regulation S-K.
This comment
 also applies to your presentation of this non-GAAP measure in your
earnings release.
2. We note that you deduct certain passed through costs to derive net
revenue, a non-
 GAAP financial measure that you use to evaluate the operating
performance of the
 Company and its segments. We note your disclosure that these costs are
largely
 associated with subcontracted vendor work performed for clients and is
passed
 May 15, 2025
Page 2

 through to the client generally with no margin. As such, it appears that
some of the
 passed through costs may have a profit margin. Please provide us with
more
 information regarding the nature and terms of contracts with passed
through costs that
 have a profit margin and contracts with passed through costs that do not
have a profit
 margin, including the terms of any fees earned by you under the
contracts. In your
 response, please tell us whether the terms of your contracts
specifically require the
 customer to reimburse you for amounts paid to subcontractors and include
an example
 of the contract terms in your response. In addition, please include an
explanation of
 how you considered Question 100.04 of the Compliance & Disclosure
Interpretation
 on Non-GAAP Financial Measures in determining the appropriateness of
this
 adjustment. This comment applies to your presentation of net revenue
throughout your
 Form 10-K and in your earnings release.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

Mail Stop 3233

July 20 , 2017

Via E -mail
Gil Borok
Deputy Chief Financial Officer
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, CA 90071

Re: CBRE Group, Inc.
 Form 10-K
Filed March 1, 2017
File No. 001 -32205

Dear Mr. Borok :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible fo r the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
       Accounting Branch Chief
       Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 CBRE, Inc.

Gil Borok

 Deputy Chief Financial Officer and

Chief Accounting Officer

 400 So. Hope Street, 25th Floor

Los Angeles, CA 90071

213 613 3730 T

 213 613 3735 F

 gil.borok@cbre.com

www.cbre.com

 June 23, 2017

 United
States Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, NE

 Washington, D.C. 20549

Attention: Robert F. Telewicz, Jr., Accounting Branch Chief

RE:
CBRE Group, Inc.

Form 10-K for the year ended December 31, 2016

Filed March 1, 2017

File No. 001-32205

 Dear Mr. Telewicz:

Reference is made to the comments of the Staff of the United States Securities and Exchange Commission (the “SEC” or the
“Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K”) of CBRE Group, Inc. (the
“Company”) in a letter dated June 12, 2017. We have considered the Staff’s comments and set forth below are the Staff’s comments and the Company’s responses.

For convenience of reference, we have set forth your comments in italics below, with the Company’s response following each comment.

Form 10-K for Fiscal Year Ended December 31, 2016

Segment Operations, page 40

 Year Ended
December 31, 2016 Compared to Year Ended December 31, 2015, Americas, page 42

1.
Please refer to the response to comment 2. We note your statement that the recognition of the MSR asset at fair value results in a gain. In accordance with ASC Topic 860-20-25-4 separately recognized servicing assets
are included in proceeds from the sale of financial assets. As such, it appears the “gain from mortgage servicing rights” represents a gain on the sale of loans. Please clarify for us how you have considered the guidance in ASC Topic
860-20-25-4 and revise your disclosure accordingly. In your response, please provide us a sample journal entry reflecting how you record sale of the underlying loan and the removal of the receivable from your balance sheet.

Company Response

 In
accordance with ASC Topic 860-20-25-4, separately recognized servicing assets are included in proceeds from the sale of financial assets. The warehouse receivable, or loan held for sale, is recognized at fair value, which includes forecasted
proceeds from the contractual loan sale and the fair value of the mortgage servicing rights (“MSR”).

 As an example, upon
origination and sale of a mortgage loan held for sale, the following journal entries are recorded:

 Assumptions:

                Face Value of
Loan:

$20,000,000

                MSR Fair
Value:

$90,000

 Journal Entry at Origination of Mortgage Loan Held For Sale:

                Warehouse
Receivable

$20,090,000

                Cash

$20,000,000

                Warehouse Line of
Credit

($20,000,000)

                Cash

($20,000,000)

                Gain associated with
the sale of loans

($90,000)

 Journal Entry at Sale of Loan:

                Cash

$20,000,000

                MSR Asset

$90,000

                Warehouse Line of
Credit

$20,000,000

                Warehouse
Receivable

($20,090,000)

                Cash

($20,000,000)

 The Company will revise its disclosure in future filings by deleting the following sentence:

Gains from mortgage servicing rights are initially recorded at fair value within revenue.

In its place, the Company will add the following sentence:

Upon origination of a mortgage loan held for sale, the fair value of the mortgage servicing rights to be retained is included in the forecasted proceeds
from the anticipated loan sale and results in a net gain (which is reflected within revenue).

2.
Please refer to the response to comment 3 and confirm to us, if true, that the gain on MSR’s presented in the response are gross and that you did not experience any losses (e.g., servicing liabilities).

 Company Response

The Company has historically experienced servicing liabilities on rare occasions when the cost to service a loan exceeds the related servicing
fees. For the years ended December 31, 2016, 2015 and 2014, the losses experienced were de minimis, ranging from $11,000 to $176,000 in each of the three years. Accordingly, these losses were netted against gains and servicing assets.

3.
Please refer to the response to comment 3. It appears to us that ASC 230-10-45-21 applies to your fact pattern in that, while characterized as warehouse receivables, you are originating loans specifically for resale
and, therefore, the related cash receipts and cash payments should be presented separately in the operating section of the statements of cash flow. Also, given the magnitude of the activity flowing through the warehouse receivable and payable
accounts, we believe disaggregated information of this activity in the footnotes to the financial statements may provide an investor an enhanced understanding of your loan warehouse operations. Please revise future filings accordingly.

 Company Response

Given the comment above, the Company will reflect the cash receipts and payments associated with its origination and sale of mortgage loans
within the operating section of its statement of cash flows. Additionally, as requested, the Company will provide disaggregated information on its warehouse receivable and payable accounts in the footnotes to its financial statements. The Company
will make these additions to its disclosures beginning with its Form 10-Q for the quarter ended June 30, 2017.

 As requested by the Staff, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In the event you have any additional questions, please contact me directly at (213) 613-3730.

Sincerely,

 /s/ GIL BOROK

Gil Borok

 Deputy Chief Financial Officer &

Chief Accounting Officer

Mail Stop 3233

June 12 , 2017

Via E -mail
Gil Borok
Deputy Chief Financial Officer
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, CA 90071

Re: CBRE Group, Inc.
 Form 10-K
Filed March 1, 2017
File No. 001 -32205

Dear Mr. Borok :

We have reviewed your response to our May 10, 2017 comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances,  please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2017

 Segment Operations, page 40

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015, page 42
Americas, page 42

1. Please refer to the response to comment 2.  We note your statement that the recognition
of the MSR asset at fair value results in a gain.  In accordance with ASC Topic 860 -20-
25-4 separately recog nized servicing assets are included in proceeds from the sale of
financial assets.  As such, it appears the “gain from mortgage servicing rights” represents
a gain on the sale of loans.  Please clarify for us how you have considered the guidance in
ASC Top ic 860 -20-25-4 and revise your disclosure accordingly.  In your response, p lease
provide us a sample journal entry reflecting how you record sale of the underlying loan
and the removal of the receivable from your balance sheet.

Gil Borok
CBRE Group, Inc.
June 12 , 2017
Page 2

2. Please refer to the respo nse to comment 3 and confirm to us, if true, that the gain on
MSR’s presented in the response are gross and that you did not experience any losses
(e.g., servicing liabilities).

3. Please refer to the response to comment 3.  It appears to us that ASC 2 30-10-45-21
applies to your fact pattern in that, while characterized as warehouse receivables, you are
originating loans specifically for resale and, therefore, the related cash receipts and cash
payments should be presented separately in the operating se ction of the statements of
cash flow.  Also, g iven the magnitude of the activity flowing through the warehouse
receivable and payable accounts, we believe disaggregated information of this activity in
the footnotes to the financial statements may provide a n investor an enhanced
understanding  of your loan warehouse operations .  Please revise future filings
accordingly.

We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any re view, comments, action or absence of
action by the staff.

You may contact Paul Cline at (202)551 -3851 or the undersigned  at (202)551 -3438  with
any questions.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

       Robert F. Telewicz, Jr.
       Accounting Branch Chief
       Office of Real Estate and
       Commodities

CORRESP
1
filename1.htm

CORRESP

CBRE, Inc.

400 So. Hope Street, 25th Floor

Los Angeles, CA 90071

Gil Borok

Deputy Chief Financial Officer and

213 613 3730 T

Chief Accounting Officer

213 613 3735 F

gil.borok@cbre.com

www.cbre.com

 May 24, 2017

 United
States Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, NE

 Washington, D.C. 20549

Attention: Robert F. Telewicz, Jr., Accounting Branch Chief

RE:
CBRE Group, Inc.

 Form 10-K for the year
ended December 31, 2016

 Filed March 1, 2017

File No. 001-32205

Dear Mr. Telewicz:

 Reference is made to
the comments of the Staff of the United States Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal
year ended December 31, 2016 (the “Form 10-K”) of CBRE Group, Inc. (the “Company”) in a letter dated May 10, 2017. We have considered the Staff’s comments and set forth below
are the Staff’s comments and the Company’s responses.

 For convenience of reference, we have set forth your comments in italics
below, with the Company’s response following each comment.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Year Ended December 31, 2016 Compared to Year Ended December 31, 2015, page 37

1.
Considering that you have consolidated revenues in excess of $13B for the year ended December 31, 2016 and that; based on the information disclosed throughout your filing, you have revenues from multiple lines
of business, please tell us why you do not provide disaggregated information of your revenues for each line of business.

Company Response

 The
Company is currently amidst adoption efforts relative to the new revenue recognition guidance that is effective on January 1, 2018, including providing disaggregated information on its revenue. Under the existing guidance, the Company has
historically taken the position that all revenue is from real estate services and provided some information on line of business performance within its MD&A discussion. Given the comment above, the Company will add disaggregated information on
its revenue to its consolidated and segment MD&A tabular disclosures, beginning with its Form 10-Q for the quarter ended June 30, 2017.

 Segment Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 Americas, page 42

2.
With respect to your investment in MSRs, please address the following:

•

Please explain to us what you mean by the disclosure that gains from MSR’s are initially recorded at fair value within revenue, clarifying what the gains recognized on the origination and
sale of mortgage loans represent. Describe to us the accounting process you follow in recognizing an MSR when it is separated from a loan upon the sale of the loan. In your response, explain to us how you applied the guidance in ASC Topic 860-20-25-4 with respect to your accounting for MSRs.

•

To the extent the “gain from mortgage servicing rights” represents a gain on the sale of loans, please explain to us how you determined the gain should be classified as a component of revenue.

 Company Response

Mortgage servicing right (“MSR”) assets and liabilities are initially recorded at fair value with the related net gains reflected in
revenue. The revenue recognized on the origination of mortgage loans held for sale includes:

•

Origination fee revenue;

•

Premiums due upon the sale of the loan or settlement of the mortgage-backed securities (“MBS”); and

•

Fair value of the mortgage servicing rights.

 Initially, the fair value of the MSRs is
reflected in the fair value of the mortgage loan held for sale receivable (“warehouse receivable”). Upon sale of mortgage loans, we derecognize the assets sold and recognize the retained mortgage servicing right asset at fair value, as
required by ASC Topic 860-20-25-4.

Statement of Financial Accounting Concepts No. 6, “Elements of Financial Statements” paragraph 78 states that,
“Revenues are inflows or other enhancements of assets of an entity or settlements of its liabilities (or a combination of both) from delivering or producing goods, rendering services, or other activities that constitute the entity’s
ongoing major or central operations”. Given the commercial mortgage brokerage business is part of the Company’s central operations, the activity described above has been included in revenue within the Company’s consolidated statement
of operations.

 The “gain from mortgage servicing rights” does not represent a gain on the sale of loans. Rather, the
recognition of the MSR asset at fair value results in a gain. To enhance the clarity of its disclosure, the Company intends to modify its future filings as follows:

Existing disclosure: Gains from mortgage servicing rights are initially recorded at fair value within revenue.

New disclosure: Mortgage servicing right assets and liabilities are initially recorded at fair value with the related net gains
reflected in revenue.

3.
We understand that you originate loans held for sale and that, based on your disclosures; you have either a firm commitment to sell specific loans or a confirmed forward trade commitment for the issuance and purchase
of MBS that will be secured by the loans. For each period presented in your financial statements, please tell us the amount of loans originated for sale, the amount of the proceeds received on the loans sold within the periods and the net gain or
loss on the sale of loans within the periods. In addition, please clarify for us how your warehouse receivable activity is reflected in your consolidated statements of cash flows and provide us with a reconciliation of that activity to line items in
your consolidated statements of cash flows. To the extent this activity is shown on a net basis in your consolidated statements of cash flows, please explain to us how you determined that presentation is appropriate.

Company Response

 The
information requested is provided in the table below. The Company accounts for all activity associated with its warehouse receivables and warehouse lines of credit on a net basis in its consolidated statement of cash flows applying ASC Topic 230-45-8. This accounting literature states that for certain items, where the turnover is quick, the amounts are large and the maturities are short, only the net changes
during the period in assets and liabilities with those characteristics need be reported. This is because knowledge of the gross cash receipts and payments related to them may not be necessary to understand the entity’s operating, investing,

and financing activities. Given that our warehouse receivables are large, classified as “held-for-sale”
with an intent to resell and are generally held for 30-45 days on average (so turnover is quick), the Company believes gross reporting is not meaningful to a user. Accordingly, the Company’s view is
that its warehouse activity falls under this literature and therefore net treatment is appropriate.

 Warehouse Receivable
Rollforward

 In thousands

2016

2015

2014

 Beginning Balance

$
1,767,107

$
506,294

$
381,545

 Origination of mortgage loans

15,297,471

12,488,511

8,642,345

 Gains reflected within revenue in statement of operations (premiums on loan sales)

42,344

27,847

20,082

 Sales of mortgage loans

(15,791,289
)

(11,238,377
)

(8,515,447
)

 Cash collections of premiums on loan sales

(42,344
)

(27,847
)

(20,082
)

 Proceeds from sale of mortgage loans

(15,833,633
)

(11,266,224
)

(8,535,529
)

 Net increase (decrease) in mortgage servicing rights included in warehouse receivables

2,758

10,679

(2,149
)

 Ending Balance

$
1,276,047

$
1,767,107

$
506,294

 Balance Sheet

In thousands

2016

2015

2014

2013

 Warehouse receivables

$
1,276,047

$
1,767,107

$
506,294

$
381,545

 Warehouse lines of credit (which fund loans that U.S. Government Sponsored Entities have committed
to purchase)

$
1,254,653

$
1,750,781

$
501,185

$
374,597

 Statement of Cash Flows

In thousands

2016

2015

2014

 Gain related to premiums on loan sales

$
(42,344
)

(27,847
)

(20,082
)

 Gain related to MSR fair value

(154,040
)

(110,428
)

(73,498
)

 Total gain on sale of loans and servicing rights

(196,384
)

(138,275
)

(93,580
)

 Gain on sale of other assets

(4,978
)

(2,553
)

(2,056
)

 Gain on sale of loans, servicing rights and other assets per consolidated statement of cash
flows

$
(201,362
)

$
(140,828
)

$
(95,636
)

 Decrease (increase) in warehouse receivables

$
491,060

$
(1,260,813
)

$
(124,749
)

 (Decrease) increase in warehouse lines of credit

(496,128
)

1,249,596

126,588

 Net change (Not a separate line item, but reflected with movement in receivables in operating
section of cash flow)

$
(5,068
)

$
(11,217
)

$
1,839

 Proceeds from premiums on loan sales

$
42,344

$
27,847

$
20,082

 Proceeds from sale of other assets

$
1,187

$
2,585

$
5,459

 Proceeds from the sale of servicing rights and other assets per consolidated statement of cash
flows

$
43,531

$
30,432

$
25,541

 As requested by the Staff, the Company acknowledges
that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In the event you have any additional questions, please contact me directly at (213)
613-3730.

Sincerely,

 /s/ GIL BOROK

Gil Borok

Deputy Chief Financial Officer &

Chief Accounting Officer

Mail Stop 3233

May 10, 2017

Via E -mail
Gil Borok
Deputy Chief Financial Officer
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, CA 90071

Re: CBRE Group, Inc.
 Form 10-K
Filed March 1, 2017
File No. 001 -32205

Dear Mr. Borok :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2017

Management’s Discussion and Analysis of  Financial Condition and Results of Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015, page 37

1. Considering that you have consolidated revenues in excess of $13B for the year
ended December 31, 2016 and that; based on the information disclosed throughout
your filing, you have revenues from multiple lines of business, please tell us why you
do not provide disaggregated information of your revenues for each line of business.

 Segment Operations

Year Ended D ecember 31, 2016 Compared to Year Ended December 31, 2015
Americas, page 42

Gil Borok
CBRE Group, Inc.
May 10, 2017
Page 2

2. With respect to your investment in MSRs, please address the following:

 Please explain to us what you mean by the disclosure that gains from MSR’s are
initial ly recorded at fair value within revenue , clarifying what the gains
recognized on the origination and sale of mortgage loans represent.  Describe to
us the accounting process you follow in recognizing an MSR when it is separated
from a loan upon the sale of the loan.  In your response, explain to us how you
applied the guidance in ASC Topic 860 -20-25-4 with respect to your accounting
for MSRs.
 To the extent the “gain from mortgage servicing rights” represents a gain on the
sale of loans, please explain to us how you determined the gain should be
classified as a component of revenue.

3. We understand that you originate loans held for sale and that, based on your
disclosures; you have either a firm commitment to sell specific loans or a confirmed
forward trade co mmitment for the issuance and purchase of MBS that will be secured
by the loans. For each period presented in your financial statements, please tell us the
amount of loans originated for sale, the amount of the proceeds received on the loans
sold within th e periods and the net gain or loss on the sale of loans within the periods.
In addition, please clarify for us how your warehouse receivable activity is reflected
in your consolidated statements of cash flows and provide us with a reconciliation of
that a ctivity to line items in your consolidated statements of cash flows.  To the extent
this activity is shown on a net basis in your consolidated statements of cash flows,
please explain to us how you determined that presentation is appropriate.

We remind yo u that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Paul Cline at (202)551 -3851 or the undersigned  at (202)551 -3438  with
any questions.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

       Robert F. Telewicz, Jr.
       Accounting Branch Chief
       Office of Real Estate and
       Commodities

Mail Stop 3 233

        September 9 , 2016

Via E -mail
James R. Groch
Chief Financial Officer
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, CA 90071

Re: CBRE Group , Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 29, 2016
File No. 00 1-32205

Dear Mr. Groch :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely ,

/s/ Wilson K. Lee

Wilson K. Lee
Senior Staff Accountant
Off ice of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 CBRE, Inc.

Gil Borok

 Deputy Chief Financial Officer and

Chief Accounting Officer

 400 So. Hope Street, 25th Floor

 Los Angeles, CA
90071

 213 613 3730 T

213 613 3735 F

gil.borok@cbre.com

 www.cbre.com

 August 29, 2016

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, D.C. 20549-6010

Attention:

Wilson K. Lee, Senior Staff Accountant

RE: CBRE Group, Inc.

       File No. 001-32205

       Form 10-K for the year ended December 31, 2015

 Dear Mr. Lee:

Reference is made to the comments of the Staff of the United States Securities and Exchange Commission (the “SEC” or the
“Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2015 of CBRE Group, Inc. (the “Company”) in a letter dated August 16, 2016. We have considered the Staff’s
comments and set forth below are the Staff’s comments and the Company’s responses.

 For convenience of reference, we have set
forth your comments in italics below, with the Company’s response following each comment.

 Results of Operations, Page 36

1.
We note your non-GAAP measure EBITDA, as adjusted, contains an adjustment for cost containment expenses. Please tell us what this adjustment relates to, how it is calculated, and if it has a cash impact. In future
filings please provide greater insight into each adjustment being made so that it is clear how this adjustment is calculated and what this adjustment represents.

Company Response

 Cost containment
expenses relate to a program initiated in the fourth quarter of 2015 to reduce the Company’s global cost structure after several years of significant revenue and related cost growth. Cost containment expenses incurred in 2015 consist of $32.6
million of severance costs related to headcount reductions in connection with the program and $7.8 million of third-party contract termination costs. The total $40.4 million has a cash impact, substantially all of which has already been paid.

 In future filings, the Company will provide greater insight into the adjustment by disclosing information similar to that set forth
above.

 As requested by the Staff, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In the event you have any additional questions, please contact me directly at (213) 613-3730.

Sincerely,

 /s/ GIL BOROK

Gil Borok

Deputy CFO and Chief Accounting Officer

Mail Stop 3 233

        August 1 6, 2016

VIA E -MAIL
James R. Groch
Chief Financial Officer
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, CA 90071

Re: CBRE Group , Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 29, 2016
File No. 00 1-32205

Dear Mr. Groch :

We have reviewed your filing an d have the following comments.  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 201 5

Results of Operations, page 36

1. We note your non -GAAP measure EBITDA, as adjusted, contains an adjustment for cost
containment expenses.  Please tell us what this adjustment relates to, how it is calculated,
and if it has a c ash impact.  In future filings please provide greater insight into each
adjustment being made so that it is clear how this adjustment is calculated and what this
adjustment represents.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

James R. Groch
CBRE Group, Inc.
August 1 6, 2016
Page 2

 In responding to our comment , please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Eric McPhee at (202) 551 -3693 or me at (202) 551 -3468 with any
questions.

Sincerely,

/s/ Wilson K. Lee

Wilson K. Lee
Senior Staff  Accountant
Off ice of Real Estate and
Commodities

May 13, 2015

Via E -mail
Gil Borok
Deputy Chief Financial Officer
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, CA 90071

Re: CBRE Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001 -32205

Dear Mr. Borok :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody

 Kevin Woody
 Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 CBRE, Inc.

 Gil Borok

Deputy Chief Financial Officer and

 Chief Accounting
Officer

 400 So. Hope Street, 25th Floor

Los Angeles, CA 90071

213 613 3730 T

 213 613 3735 F

 gil.borok@cbre.com

www.cbre.com

 May 7, 2015

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, D.C. 20549-6010

Attention: Kevin Woody, Branch Chief

RE:
CBRE Group, Inc.

 File No. 001-32205

Form 10-K for the year ended December 31, 2014

Dear Mr. Woody:

 Reference is made to the
comments of the Staff of the United States Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2014 (the
“Form 10-K”) of CBRE Group, Inc. (the “Company”) in a letter dated April 23, 2015. We have considered the Staff’s comments and set forth below are the Staff’s comments and the Company’s responses.

For convenience of reference, we have set forth your comments in italics below, with the Company’s response following each comment.

Financial Statements and Supplementary Data, page 70

Note 2. Significant Accounting Policies, page 78

Mortgage Servicing Rights, page 88

1.
Please tell us and revise future filings to clarify your accounting policy for these assets at the lower of amortized cost or fair value by including the disclosure requirements of ASC 860-50-50-3 and 50-4.

 Company Response

The Company’s mortgage servicing rights (MSRs) are initially recorded at fair value. Subsequent to the initial recording, MSRs
are amortized and carried at the lower of amortized cost or fair value. Accordingly, the Company’s disclosure requirements fall under the guidance in ASC 860-50-50-4 (ASC 860-50-50-3 is not applicable to the Company).

Impairment is evaluated through a comparison of the carrying amount and fair value of the MSRs, and recognized with the establishment of a
valuation allowance. As previously indicated in the Company’s Form 10-K for the year ended December 31, 2014, it did not incur any impairment charges related to MSRs during the years ended December 31, 2014, 2013 and 2012. No
valuation allowance was created previously and the Company did not record a valuation allowance for MSRs in 2014 or 2013. In future annual filings (as well as quarterly filings, if applicable), the Company will expand upon its disclosures to include
all of the information above.

2.
Please tell us and revise future filings to clarify how the recording of servicing assets at fair value resulted in net gains.

Company Response

 The
Company’s initial recording of MSRs at fair value results in net gains. The result is a net gain, as the fair value of servicing contracts that result in MSR assets exceeds the fair value of servicing contracts that result in MSR
liabilities. The net asset and net gain are presented in the Company’s consolidated financial statements. In future annual filings (as well as quarterly filings, if applicable), the Company will modify its disclosures to provide such
clarification.

 Note 4. Fair Value, page 92

3.
Please provide us and revise the disclosures surrounding available for sale securities in future filings to include the requirements of ASC 320-10-50-6 through 50-8 regarding the impairment of securities.

 Company Response

The Company’s 2014 Form 10-K included the following disclosure in the notes to the consolidated financial statements on page 87 within its
discussion of its accounting policy for marketable securities:

 “Available for sale securities are carried at their fair value and any difference
between cost and fair value is recorded as unrealized gain or loss, net of income taxes, and is reported as accumulated other comprehensive loss in the consolidated statement of equity. Premiums and discounts are recognized in interest using the
effective interest method. Realized gains and losses and declines in value expected to be other-than-temporary on available for sale securities have not been significant. The cost of securities sold is based on the specific identification method.
Interest and dividends on securities classified as available for sale are included in interest income.”

 At December 31, 2014,
the available for sale securities held by the Company were not impaired by a significant amount. As of December 31, 2014, the fair value of the Company’s available for sale securities was $60.2 million, of which only $10.7 million was
reviewed for impairment because of associated aggregate unrealized holding losses of $1.3 million.

 For investments classified as
available for sale, the Company assesses impairment at the individual security level. An investment is impaired if the fair value of the investment is less than its amortized cost basis. When an impairment exists, the Company assesses whether such
impairment is temporary or other than temporary. The Company reviews the volatility and intended holding period of its investments and also determines if it believes that there is a reasonable possibility that the value would be recovered over the
intended holding period. Based on its review, the Company did not record any other than temporary impairment losses during the years ending December 31, 2014, 2013 or 2012.

In future annual filings (as well as quarterly filings, if applicable), the Company will expand upon its disclosures to provide the
information above.

 As requested by the Staff, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In the event you have any additional questions, please contact me directly at
(213) 613-3730.

 Sincerely,

 /s/ GIL BOROK

 Gil
Borok

 Deputy CFO & Chief Accounting Officer

April 2 3, 2015

Gil Borok
Deputy Chief Financial Officer
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, CA 90071

Re: CBRE Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001-32205

Dear Mr. Borok :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you  to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe ou r
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -K for Fiscal Period Ended December 31, 2014

Financial Stateme nts and Supplementary Data, page 70

Note 2.  Significant Accounting Policies, page 78

Mortgage Servicing Rights, page 88

1. Please tell us and revise future filings to clarify your accounting policy for these assets at
the lower of amortized cost or fair v alue by including the disclosure requirements of ASC
860-50-50-3 and 50 -4.

2. Please tell us and revise future filings to clarify how the recording of servicing assets at
fair value resulted in net gains.

Gil Borok
CBRE Group, Inc.
April 2 3, 2014
Page 2

 Note 4.  Fair Value, page 92

3. Please provide us and revise the disclosures surrounding available for sale securities in
future filings to include the requirements of ASC 320 -10-50-6 through 50 -8 regarding the
impairment of securities.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all f acts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is respon sible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert s taff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Paul Cline  at (202)551 -3851 or me at (202)551 -3629 with any
questions.

Sincerely,

 /s/ Kevin Woody

 Kevin  Woody
 Accounting Branch Chief

May 20, 2014

Via E-mail
Mr. Gil Borok
Chief Financial Officer
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, California 90071

Re:  CBRE Group, Inc.
 Form 10 -K for the year ended December 31, 2013
Filed on March 3, 2014
File No. 001 -32205

Dear Mr. Borok :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission  from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all p ersons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 CBRE, Inc.

Gil Borok

Deputy CFO & Chief Accounting Officer

 400 South Hope Street

 25th Floor

Los Angeles, CA 90071

 213 613 3730 T

 213 613 3735 F

 gil.borok@cbre.com

 www.cbre.com

 May 12, 2014

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, D.C. 20549-6010

Attention: Kevin Woody, Branch Chief

RE:
CBRE Group, Inc.

File No. 001-32205

Form 10-K for the year ended December 31, 2013

 Dear Mr. Woody:

Reference is made to the comments of the Staff of the United States Securities and Exchange Commission (the “SEC” or the
“Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”) of CBRE Group, Inc. (the “Company”) in a letter dated April 28, 2014. We
have considered the Staff’s comments and set forth below are the Staff’s comments and the Company’s responses.

 For
convenience of reference, we have set forth your comments in italics below, with the Company’s response following each comment.

 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations, page 46

1.
We note your disclosure that foreign currency translation resulted in a 73.4 million negative impact on total consolidated revenue. In future periodic filings, please provide a more robust discussion of the
effects foreign currencies have on your operations. Specifically, please disclose the currencies that have the greatest effect on your operations and quantify the effects each had for each of the years presented. Provide a similar discussion within
your segment operations.

 Company Response

The Company will add the requested disclosure to its future filings.

 Segment Operations, page 52

Global Investment Management, page 54

2.
In an effort to provide more transparent disclosures regarding trends in investment management fees, please revise your future periodic filings to include the following:

•

Rollforward of your Assets Under Management (AUM) for each period presented by fund type to separately present gross inflows and outflows, distributions for a realization event, and market
appreciation/depreciation

•

Discussion for the underlying reasons for changes in AUM on a gross basis

 Company
Response

 The Company will add the requested disclosure to its future filings.

As requested by the Staff, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In the event you have any additional questions, please contact me directly at (213) 613-3730.

Sincerely,

  /s/ Gil Borok

Gil Borok

Deputy CFO & Chief Accounting Officer

April 28 , 2014

Via E-mail
Mr. Gil Borok
Chief Financial Officer
CBRE Group , Inc.
400 South Hope Street, 25th Floor
Los Angeles, California 90071

Re: CBRE Group , Inc.
 Form 10 -K for the year ended December 31, 201 3
Filed on March 3, 2014
File No. 001-32205

Dear Mr. Borok :

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter via EDGAR within ten business days by provi ding the
requested information or by advising us when you will provide the requested response.   If you do
not believe our comment s apply to your facts and circumstan ces, please tell us why in your
response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Form 10 -K for the year ended December 31, 201 3

Item 7. Management’s Discussion and Analysis of Fina ncial Condition and Results of
Operations, page 35

Results of Operations, page 46

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012, page 48

1) We note your disclosure that foreign currency translation resulted in a 73.4 million negative
impact on total consolidated revenue. In future periodic filings, please provide a more robust
discussion of the effects foreign currencies have on your operation s.  Specifically, please
disclose the currencies that have the greatest effect on your operations and quantify the
effects each had for each of the years presented. Provide a similar discussion within your
segment operations.

Mr. Gil Borok
CBRE Group , Inc.
 April 2 8, 2014
 Page 2

 Segment Operations, page 52

Global Investment Management, page 54

2) In an effort to provide more transparent disclosures regarding trends in investment
management fees, please revise your future periodic filings to include the following:

 Rollforward  of your Assets Under Management (AUM) for each period presented by
fund type to separately present gross inflows and outflows, distributions for a
realization event, and market appreciation/depreciation
 Discussion for the underlying reasons for changes in  AUM on a gross basis

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules re quire.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a writte n statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking a ny action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Shannon Sobotka, Staff Ac countant, at (202) 551 -3856 or me at (202) 551 -3629 if
you have questions .

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

July 25, 2013

Via E -mail
Gil Borok
Chief Financial Officer
CBRE Group, Inc.
11150 Santa Monica Boulevard, Suite 1600
Los Angeles, CA  90025

Re: CBRE Group, Inc.
Form 10 -K for fiscal year ended December 31, 2012
  Filed March 1, 2013
  File No. 1-32205

Dear Mr. Borok:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

CORRESP
1
filename1.htm

CORRESP

 CBRE, Inc.

Gil Borok

 Chief Financial
Officer

 11150 Santa Monica Boulevard

 Suite 1600

 Los Angeles, CA 90025

 310 405 8909 T

 310 405 8950 F

gil.borok@cbre.com

www.cbre.com

 July 15, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, D.C. 20549-6010

Attention: Jennifer Monick, Senior Staff Accountant

RE:
CBRE Group, Inc.

File No. 1-32205

Form 10-K for the year ended December 31, 2012

Dear Ms. Monick:

 Reference is
made to the additional comment of the Staff of the United States Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31,
2012 (the “Form 10-K”) of CBRE Group, Inc. (the “Company”) in a letter dated July 1, 2013. We have considered the Staff’s comment, and set forth below is the Staff’s comment and the Company’s response.

For convenience of reference, we have set forth your comment in italics below, with the Company’s response following such comment.

 Item 8. Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 2. Significant Accounting Policies

 Warehouse Receivables, page 85

1.
We note your response to our prior comment three. Please tell us how you considered the loss sharing arrangement in your determination of whether or not a
sale has occurred. Please refer to paragraph 46 of ASC 860-10-55.

 Company Response

Per the guidance in paragraph 46 of ASC 860-10-55, the Company accounts for the transfer of receivables (loans) in their entirety with
recourse as a sale, with the proceeds of the sale reduced by the fair value of the recourse obligation when the conditions in paragraph 860-10-40-5 are met. The Company notes that in relation to the conditions listed in the aforementioned paragraph,
the transferred financial assets have been isolated from the Company - put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership. Furthermore, the transferees are not constrained from pledging or
exchanging the assets (loans) they receive and no condition exists that constrains the transferees from taking advantage of their right to pledge or

exchange or that provides more than a trivial benefit to the Company (transferor). In addition, the loss sharing provision does not result in an effective control by the Company over the
transferred financial assets as in the event of a loss: (i) the Company is not obligated to repurchase or redeem the associated loan; (ii) the event of a loss does not result in the unilateral ability of the transferees to return specific financial
assets nor does it provide a more-than-trivial benefit to the Company, attributable to that ability; and (iii) there is no agreement that permits the transferees to require the transferor to repurchase the transferred financial assets at a price
that is so favorable to the transferees that it is probable that the transferees will require the transferor to repurchase them. The loss share provision only results in the Company sharing a preset portion of the losses that may be incurred by the
transferees and does not involve the redemption or return of the associated financial assets.

 In the event you have any
additional questions, please contact me directly at (310) 405-8909.

 Sincerely,

 /s/ Gil Borok

Gil Borok

Chief Financial Officer

July 1, 2013

Via E -mail
Gil Borok
Chief Financial Officer
CBRE Group, Inc.
11150 Santa Monica Boulevard, Suite 1600
Los Angeles, CA  90025

Re: CBRE Group, Inc.
Form 10 -K for fiscal y ear ended December 31, 2012
  Filed March 1, 2013
  File No. 1-32205

Dear Mr. Borok:

We have reviewed  your response dated June 14 , 2013 an d have the following  additional
comment.   In our comment , we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comment appl ies to your facts and c ircumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

Form 10 -K for fiscal year ended December 31, 201 2

Item 8. Financial Statements and Supplemen tary Data, 68

Notes to Consolidated Financial Statements, page 76

2. Significant Accounting Policies, page 76

Warehouse Receivables, page 85
1. We note your response to our prior comment three.  Please tell us how you considered the
loss sharing arrangemen t in your determination of whether or not a sale has occurred.
Please refer to paragraph 46 of ASC 860 -10-55.

Gil Borok
CBRE Group, Inc.
July 1, 2013
Page 2

 You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3295  if you have questions regarding the comment on t he financial statements and
related matters.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

CORRESP
1
filename1.htm

CORRESP

 CBRE, Inc.

Gil Borok

 Chief Financial
Officer

 11150 Santa Monica Boulevard

 Suite 1600

 Los Angeles, CA 90025

 310 405 8909 T

 310 405 8950 F

gil.borok@cbre.com

www.cbre.com

 June 14, 2013

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, D.C. 20549-6010

 Attention: Jennifer Monick, Senior Staff Accountant

RE:
CBRE Group, Inc.

File No. 1-32205

Form 10-K for the year ended December 31, 2012

 Dear Ms. Monick:

 Reference is made to the comments of the Staff of the
United States Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”) of CBRE
Group, Inc. (the “Company”) in a letter dated May 31, 2013. We have considered the Staff’s comments and set forth below are the Staff’s comments and the Company’s responses.

For convenience of reference, we have set forth your comments in italics below, with the Company’s response following each comment.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Off-Balance Sheet Arrangements, page 64

1.
With respect to your co-investments, please tell us whether the company has provided any guarantees to these funds, has provided voluntary assistance to these funds
or expects to provide any additional financial support to these funds on a voluntary basis.

 Company
Response

 The Company has not provided any guarantees or voluntary assistance to these funds, nor does it expect to provide
any additional financial support to these funds on a voluntary basis in the future.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 Exchange Rates, page 66

2.
We note that your Global Investment Management business has a significant amount of Euro-denominated assets under management and associated revenues and earnings, as
well as 40% of your business is transacted in foreign currencies. For each currency for which you have significant exposure, please tell us what consideration you gave to providing a sensitivity analysis that expresses the potential loss in future
earnings resulting from hypothetical changes in foreign currency exchange rates.

 Company Response

The Company respectfully advises the Staff that it has not provided sensitivity analysis expressing the potential loss in future earnings
resulting from hypothetical changes in foreign currency exchange rates as it does not feel any currency, other than U.S. dollars, is particularly significant to its results of operations. For the years ended December 31, 2012, 2011 and 2010,
approximately 60% of the Company’s business was transacted in U.S. dollars, 9% was transacted in Euros, 8% was transacted in British pounds sterling and all other remaining foreign currencies were individually 5% or less. In addition, foreign
currency translation has not historically had a material impact on the Company’s consolidated results, as foreign currency translation impacts on total revenue have largely been offset by foreign currency translation on total costs and
expenses. For example, during the year ended December 31, 2012, foreign currency translation had a $108.2 million negative impact on our total revenue and a $97.9 million positive impact on our total cost of services and operating,
administrative and other expenses. Based on these facts, the Company respectfully submits to the Staff that it does not feel any additional disclosure is currently warranted.

 Item 8. Financial Statements and Supplementary Data

 Notes to Consolidated
Financial Statements

 2. Significant Accounting Policies

 Warehouse Receivables, page 85

3.
Please tell us how you account for the sale of loans. Your response should include, but not be limited to, the consideration of the loss sharing arrangements. Please
refer to paragraph 46 of ASC 860-10-55.

 Company Response

The Company accounts for the sale of loans in accordance with the guidance in ASC Topic 860-50, Transfers and Servicing –
Servicing Assets and Liabilities. Each loan is analyzed to determine if the conditions in ASC 860-10-40-5 are met. If the conditions are met, premiums due on the sale and the recording of mortgage servicing rights at fair value result in gains,
partly offset by the recording of a loss share provision at fair value for the Company’s obligation to share in up to one-third of any loan losses on the loans sold to Fannie Mae under the Delegated Underwriting and Servicing Program in
accordance with paragraph 46(a) of ASC 860-10-55. Transfers consist of an entire financial asset or a group of entire financial assets. If the conditions are not met, the transfer of the receivables with recourse are accounted for as a secured
borrowing.

 16. Income Taxes, page 127

4.
Given that you identified $191 million of earnings to repatriate in 2012 and 2013, please tell us how you have determined that as of December 31, 2012, your
remaining $1.1 billion of undistributed earnings of subsidiaries located outside the United States continues to be permanently reinvested. Your response should address the reason you have decided to repatriate $191 million in earnings. Further,
please tell us what evidence you considered in your determination that your foreign subsidiaries have reinvested and will continue to reinvest the remaining undistributed earnings indefinitely. Refer to ASC Topic 740-30-25.

 Company Response

 In accordance with ASC Topic 740-30-25-19, the Company continuously reviews its position on undistributed earnings from foreign subsidiaries to ensure the evidence supports indefinite reinvestment outside
the United States (U.S.) of such earnings. The Company’s policy has generally been to indefinitely reinvest the earnings of its foreign subsidiaries offshore, with the exception of certain limited situations where earnings could be repatriated
in a tax-free or tax efficient manner.

 During 2012, it was determined that a limited amount of foreign earnings could be
repatriated in a tax efficient manner. Specifically, the Company could generate a limited capacity to utilize foreign tax credits in the U.S., thereby creating a cost-effective way to repatriate a certain amount of foreign earnings. Company
management undertook specific, isolated planning activities, which resulted in a distribution of $57.5 million originating from one of its foreign subsidiaries in the fourth quarter of 2012. As a continuation of these activities, the Company is
planning the distribution of an additional $133.5 million of foreign earnings to the U.S. during 2013, which was accounted for in 2012. With respect to the historical earnings, the Company had determined as of December 31, 2011, that those
amounts would be indefinitely reinvested outside the U.S. This determination was revised during 2012 as a result of certain restructuring and planning activities undertaken. The change in the Company’s position with regard to only a portion of
the historical earnings (rather than the entirety of historical earnings) reflects the fact that entities with earnings which have not been, and are not planned to be remitted, have already reinvested those earnings and/or have business requirements
that constrain their ability to pay dividends.

 As of December 31, 2012, the Company determined that its remaining $1.1
billion of undistributed earnings of foreign subsidiaries continues to be indefinitely reinvested. In making this determination, the following attributes were considered: (a) the expected future financial needs of the foreign subsidiaries,
including working capital, debt service and capital expenditures as well as additional investment to support international growth and expansion, which is expected to continue in the future, (b) the parent company does not require additional
cash from its foreign subsidiaries to fund its U.S. operations and (c) the Company has not historically remitted earnings from the relevant foreign subsidiaries and future plans do not indicate that earnings need to be remitted. A significant
portion of the cash associated with these undistributed earnings has already been invested in the Company’s foreign subsidiaries in the form of long-term assets, particularly for foreign acquisitions.

The Company’s primary use of cash is to service long-term debt, fund working capital requirements and capital expenditures
necessitated by growth, fund acquisitions, and potentially fund share repurchases. The Company anticipates that cash flows from U.S. operations, combined with existing cash balances, amounts available from the Company’s financing facility, and
the planned 2013 distribution of foreign earnings will provide adequate cash to meet the Company’s anticipated U.S. funding needs. As such, there is no foreseeable reason to repatriate any additional undistributed earnings to address these
needs.

 As of December 31, 2012, the Company’s outstanding cash and cash equivalent balances in the U.S. and
offshore were as follows (stated in thousands):

U.S.

Non-U.S.

Total

 Cash & Cash Equivalents

$
825,927

$
263,370

$
1,089,297

 These balances serve to illustrate the following points:

•

 The U.S. continues to maintain a significant cash balance, which reduces the need to bring cash from foreign subsidiaries to the U.S.

•

 The total cash balance maintained by foreign subsidiaries is substantially less than their unremitted earnings, which provides evidence of the local
reinvestment of those earnings in long-term assets.

 As requested by the Staff, the Company acknowledges
that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 In the event you have any additional questions, please contact me directly at
(310) 405-8909.

 Sincerely,

 /s/ Gil Borok

Gil Borok

Chief Financial Officer

May 31, 2013

Via E -mail
Gil Borok
Chief Financial Officer
CBRE Group, Inc.
11150 Santa Monica Boulevard, Suite 1600
Los Angeles, CA  90025

Re: CBRE Group, Inc.
Form 10 -K for fiscal y ear ended December 31, 2012
  Filed March 1, 2013
  File No. 1-32205

Dear Mr. Borok :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this le tter within ten business days  by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for fiscal year ended December 31, 201 2

Item 7. Management’s Discussion and Analysis of Fi nancial Condition and Results of
Operations, page 34

Off-Balance Sheet Arrangements, page 64
 With respect to your co -investments, please tell us whether the company has provided 1.
any guarantees to these funds, has provided voluntary financial assistance to  these funds
or expects to provide any additional financial support to these funds on a voluntary basis.

Gil Borok
CBRE Group, Inc.
May 31, 2013
Page 2

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 65

Exchange Rates , page 66
 We note that your Global Investment Manag ement business has a significant amount of 2.
Euro -dominated assets under management and associated revenues and earnings, as well
as 40% of your business is transacted in foreign currencies.  For each currency for which
you have significant exposure, please tell us what consideration you gave to providing a
sensitivity analysis that expresses the potential loss in future earnings resulting from
hypothetical changes in foreign currency exchange rates.

Item 8. Financial Statements and Supplementary Data, 68

Notes to Consolidated Financial Statements, page 76

2. Significant Accounting Policies, page 76

Warehouse Receivables, page 85
 Please tell us how you account for the sale of loans.  Your response should include, but 3.
not be limited to, the consideration of the loss sharing arrangements.  Please refer to
paragraph 46 of ASC 860 -10-55.

16. Income Taxes, page 127
 Given that you identified $191 million of earnings to repatriate in 2012 and 2013, please 4.
tell us how you have determined that as of December 31, 2012, your remaining $1.1
billion of undistributed earnings of subsidiaries located outside of the United States
continues to be permanently reinvested.  Your response should address the reason you
have decided to repatriate $191 million in earnings.  Furt her, please tell us what evidence
you considered in your determination that your foreign subsidiaries have reinvested and
will continue to reinvest the remaining undistributed earnings indefinitely.  Refer to ASC
Topic 740 -30-25.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management ar e
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that :

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Gil Borok
CBRE Group, Inc.
May 31, 2013
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3295  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

May 26, 2011
 Gil Borok Chief Financial Officer CB Richard Ellis Group, Inc. 11150 Santa Monica Blvd
Suite 1600
Los Angeles, CA 90025
Re: CB Richard Ellis Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 1, 2011 File No. 001-32205

Dear Mr. Borok:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

Kevin Woody Branch Chief

CORRESP
1
filename1.htm

Response Letter

11150 Santa Monica Boulevard

Gil Borok

Suite 1600

Chief Financial Officer

Los Angeles, CA 90025

CB Richard Ellis, Inc.

310 405 8909 Tel

310 405 8950 Fax

gil.borok@cbre.com

www.cbre.com

 May 18, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, D.C. 20549-6010

Attention:

Kevin Woody, Branch Chief

RE:

CB Richard Ellis Group, Inc.

 File No. 001-32205

Form 10-K for the year ended December 31, 2010

 Dear Mr. Woody:

 Reference is made to the comments of the Staff of the
United States Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2010 (the “Form 10-K”) of CB
Richard Ellis Group, Inc. (the “Company”) in a letter dated May 5, 2011. We have considered the Staff’s comments and set forth below are the Staff’s comments and the Company’s responses.

For convenience of reference, we have set forth your comments in italics below, with the Company’s response following each comment.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

 Real
Estate

 Cost Capitalization and Allocation, page 36

1.
Please tell us if you capitalize internal costs incurred when acquiring, developing and constructing real estate assets. To the extent you capitalize such costs,
please tell us the amount of these indirect costs capitalized for each fiscal year presented.

 Company
Response

 The Company does not capitalize any internal costs when acquiring, developing and constructing real estate
assets.

 Results of Operations, page 39

2.
We note your EBITDA, as adjusted disclosure. Please tell us how you have complied with Item 10(e)(1)(i)(C) of Regulation S-K, or tell us how you determined it
was not necessary to include a statement disclosing the reasons why management believes that presentation of this non-GAAP financial measure provides useful information to investors.

Company Response

 EBITDA represents earnings before net interest expense, write-off of financing costs, income taxes, depreciation and amortization, and goodwill and other non-amortizable intangible asset impairment, while
amounts shown for EBITDA, as adjusted, remove the impact of certain cash and non-cash charges related to acquisitions, cost containment and asset impairments. Our management believes that both of these measures are useful in evaluating our operating
performance compared to that of other companies in our industry because the calculations of EBITDA and EBITDA, as adjusted, generally eliminate the effects of financing and income taxes and the accounting effects of capital spending and
acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, our management uses
these measures to evaluate operating performance and for other discretionary purposes, including as a significant component when measuring our operating performance under our employee incentive programs. Additionally, we believe EBITDA and EBITDA,
as adjusted, are useful to investors to assist them in getting a more accurate picture of our results from operations.

 The
Company will enhance its disclosure by including the above paragraph in future filings beginning with its Quarterly Report on Form 10-Q for the period ended June 30, 2011 to clearly indicate why management believes the presentation of each
non-GAAP measure disclosed (such as EBITDA and EBITDA, as adjusted) provides useful information to investors in accordance with Item 10(e)(1)(i)(C) of Regulation S-K.

 Liquidity and Capital Resources, page 48

3.
Tell us your consideration of providing liquidity disclosures to discuss the potential tax impact associated with the repatriation of undistributed earnings of
non-U.S. subsidiaries. In this regard, consider disclosing the amount of cash that is currently held by your non-U.S. subsidiaries and disclose the impact of repatriating the undistributed earnings of non-U.S. subsidiaries. Please refer to
Item 303(A)(1) of Regulation S-K and Section IV of our Release 33-8350.

 Company Response

 The Company respectfully advises the Staff that it considered Item 303(A)(1) of Regulation S-K, which calls for
disclosure of any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant’s liquidity increasing or decreasing in any material way. The Company further considered the
guidance set forth in Release 33-8350. Although the Company could generally repatriate earnings from its foreign subsidiaries, as disclosed on page 118 of its Annual Report on Form 10-K, the Company currently elects not to do so. In addition, the
Company disclosed that unremitted earnings of foreign subsidiaries, which have been, or are intended to be permanently invested, aggregated approximately $990.7 million at December 31, 2010, and that the determination of the tax liability upon
repatriation is not practicable. Based on these facts, the Company respectfully submits to the Staff that no additional disclosure is currently warranted.

 In respect of future filings, the Company acknowledges its disclosure obligations under Item 303(A)(1) of Regulation S-K as well as the guidance provided by the SEC in Release 33-8350 at Section IV.
If the circumstances warrant in future periods, the Company will consider disclosing under “Liquidity and Capital Resources” the foregoing disclosures currently included on page 118 of the Company’s Annual Report on Form 10-K, and
that if such funds became needed for funding the Company’s U.S. operations, that the Company would be required to accrue and pay U.S. taxes to repatriate these funds.

 As requested by the Staff, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 In the event you have any additional questions, please contact me directly at
(310) 405-8909.

Sincerely,

 /s/    GIL BOROK

Gil Borok

Chief Financial Officer

May 5, 2011
 Gil Borok Chief Financial Officer CB Richard Ellis Group, Inc. 11150 Santa Monica Blvd
Suite 1600
Los Angeles, CA 90025
Re: CB Richard Ellis Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 1, 2011 File No. 001-32205

Dear Mr. Borok:
 We have reviewed your filing and have the following comments.  In our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Gil Borok
CB Richard Ellis Group, Inc. May 5, 2011 Page 2

Form 10-K

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Critical Accounting Policies

 Real Estate

 Cost Capitalization and Allocation, page 36

 1. Please tell us if you capital ize internal costs incurred when acquiring, developing and
constructing real estate assets.  To the extent  you capitalize such costs, please tell us the
amount of these indirect costs capitali zed for each fiscal year presented.
 Results of Operations, page 39

 2. We note your EBITDA, as adjusted disclosu re.  Please tell us how you have complied
with Item 10(e)(1)(i )(C) of Regulation S-K, or tell us how you determined it was not
necessary to include a statement disclosing the reasons why management believes that
presentation of the this non-GAAP financia l measure provides useful information to
investors.
 Liquidity and Capital Resources, page 48

 3. Tell us your consideratio n of providing liquidity  disclosures to discuss the potential tax
impact associated with the repatriation of undi stributed earnings of non-U.S. subsidiaries.
In this regard, consider disclosing the amount  of cash that is currently held by your non-
U.S. subsidiaries and disclose the impact of repatriating the undi stributed earnings of
non-U.S. subsidiaries. Please refer to Item 303(A)(1) of Regulation S-K and Section IV
of our Release 33-8350.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Gil Borok
CB Richard Ellis Group, Inc. May 5, 2011 Page 3

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jennifer Moni ck, Senior Staff Accountan t, at 202-551-3295 or me at
202-551-3629 if you have questions.
Sincerely,

Kevin Woody Branch Chief

CORRESP
1
filename1.htm

Acceleration Request

 CB Richard Ellis Group, Inc.

11150 Santa Monica Boulevard, Suite 1600

 Los Angeles, California 90025

 January 12, 2011

VIA EDGAR AND FACSIMILE

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E., Mail Stop 7010

 Washington, D.C. 20549

Attention: Jerard T. Gibson

Re:
CB Richard Ellis Group, Inc. and Additional Registrants

Registration Statement on Form S-4

Registration No.: 333-170974

Ladies and Gentlemen:

 CB
Richard Ellis Group, Inc., a Delaware corporation (the “Company”), and the additional registrants named in the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Act”), hereby request that the effective date of the Registration Statement be accelerated so that the Registration Statement may become effective at 11:00 a.m. Washington, D.C. time on
January 14, 2011, or as soon as practicable thereafter.

 Pursuant to this request, the Company and the additional
registrants acknowledge that:

•

 should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the
above-referenced Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company and the additional registrants from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company and the additional registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 If you have any questions regarding this request for acceleration of effectiveness, please
contact William B. Brentani of Simpson Thacher & Bartlett LLP at (650) 251-5110. We request that we be notified of such effectiveness by telephone call to such counsel.

Thank you very much for your assistance with this matter.

Very truly yours,

CB RICHARD ELLIS GROUP, INC.,

for itself and the additional registrants

By:

 /s/ Laurence H. Midler

Name:

Laurence H. Midler

Title:

Executive Vice President, General Counsel and Secretary

 - 2 -

CORRESP
1
filename1.htm

SEC Response Letter

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

 (212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

 E-MAIL ADDRESS

VIA EDGAR

January 12, 2011

Re:
CB Richard Ellis Group, Inc. and Additional Registrants

 Registration Statement on Form S-4

 Registration No.: 333-170974

 Division of Corporate Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E., Mail Stop 7010

 Washington, D.C. 20549

 Attention: Jerard T. Gibson

Dear Mr. Gibson:

 On
behalf of CB Richard Ellis Group, Inc. (the “Company”) and the additional registrants named in the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), we are providing the following responses to
your comment letter, dated December 17, 2010, regarding the Registration Statement. To assist your review, we have retyped the text of the staff’s comments in italics below. The responses and information described below are based upon
information provided to us by the Company.

1.
We note that you have requested confidential treatment of portions of a material agreement filed with the Commission. Please be advised that comments, if any, to
this confidential treatment request will be forthcoming in a separate letter. If we issue any comments to the confidential treatment request, we will act upon any request for acceleration of the effective date of the Form S-4 and, pursuant to
delegated authority, grant acceleration of the effective date only after you have complied with our comments.

The Company acknowledges the staff’s comment.

BEIJING    HONG
KONG    LONDON    LOS ANGELES    PALO ALTO    SÃO
PAULO    TOKYO    WASHINGTON, D.C.

SIMPSON THACHER & BARTLETT LLP

 -2-

January 12, 2011

2.
Please include a description of the tax consequences associated with your REIT status and file a tax opinion as an exhibit to the registration statement or advise us
why such revision and filing is not required. It appears that the tax consequences would be material to investors. Refer to Item 601(b)(8) of Regulation S-K.

The Company advises the staff that the Company and the additional registrants are not REITs and, therefore, the Company believes it is not
required to include a description of the tax consequences associated with REIT status or file a tax opinion as an exhibit to the Registration Statement.

 Please do not hesitate to call William B. Brentani at (650) 251-5110 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

 Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

cc:
U.S. Securities and Exchange Commission

 Sonia G. Barros, Special Counsel

 Jerard T. Gibson, Staff Attorney

CB Richard Ellis Group, Inc.

 Laurence H. Midler

December 17, 2010

Laurence H. Midler  Executive Vice President, Gene ral Counsel and Secretary
CB Richard Ellis Group, Inc.
11150 Santa Monica Boulevard, Suite 1600
Los Angeles, California 90025
Re: CB Richard Ellis Group, Inc.  Registration Statement on Form S-4
Filed December 3, 2010
  File No. 333-170974
 Dear Mr. Midler:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us
with information so we may be tter understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information.  Where you do not believe our comments apply to
your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.
1. We note that you have requested confidential treatment of portions of a material
agreement filed with the Commission.  Pl ease be advised that comments, if any,
to this confidential treatment request will be  forthcoming in a separate letter.  If
we issue any comments to the confidentia l treatment request,  we will act upon any
request for acceleration of the effective date of the Form S-4 and, pursuant to
delegated authority, grant acceleration of the effective date only after you have
complied with our comments.
2. Please include a description of the tax consequences a ssociated with your REIT
status and file a tax opinion as an exhibit to the registration statement or advise us
why such revision and filing is not required.  It appears that the tax consequences
would be material to inve stors.  Refer to Item 601(b)(8) of Regulation S-K.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities

Laurence H. Midler
CB Richard Ellis Group, Inc.  December 17, 2010 Page 2
 Act of 1933 and all applicable Securities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclo sure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  Please allo w adequate time for us to review any
amendment prior to the requested effective da te of the registration statement.
 Please contact Jerard T. Gibson, Staff Atto rney, at (202) 551-3473 or me at (202)
551-3655 with any questions.          S i n c e r e l y ,             S o n i a  G .  B a r r o s          S p e c i a l  C o u n s e l   cc: William B. Brentani
Simpson Thacher & Bartlett LLP (via facsimile)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        October 1, 2010
By U.S. Mail and facsimile to (310) 405-8950

Brett White Chief Executive Officer CB Richard Ellis Group, Inc. 11150 Santa Monica Boulevard, Suite 1600 Los Angeles, California

Re: CB Richard Ellis Group, Inc.
 Form 10-K for the year ended 12/31/2009
                        Forms 10-Q for the quarters ended March 31, 2010 and June 30, 2010
File No. 001-32205 Definitive Proxy on Schedule 14A filed on April, 19, 2010
 Dear Mr. White:
We have completed our review of your  filings and do not have any further
comments at this time.

                                                                                                Sincerely,
Cicely LaMothe
                                                                                    Branch Chief

CORRESP
1
filename1.htm

SEC Response Letter

 Gil Borok

Chief Financial Officer

CB Richard Ellis, Inc.

 11150 Santa Monica Boulevard

 Suite 1600

Los Angeles, CA 90025

310 405 8909 Tel

 310 405 8950 Fax

 Gil.borok@cbre.com

www.cbre.com

 September 16, 2010

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, D.C. 20549-6010

Attention: Sonia Gupta Barros

RE:

CB Richard Ellis Group, Inc.

File No. 001-32205

Form 10-K for the year ended December 31, 2009

Definitive Proxy on Schedule 14A filed April 19, 2010

Dear Ms. Barros:

Reference is made to the comments of the Staff of the United States Securities and Exchange Commission (the “SEC” or the
“Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”) of CB Richard Ellis Group, Inc. (the “Company”) and the above referenced
definitive proxy on Schedule 14A for the Company’s 2010 annual meeting of stockholders (the “Proxy Statement”) in a letter dated September 1, 2010. We have considered the Staff’s comments and set forth below are the
Staff’s comments and the Company’s responses.

 For convenience of reference, we have set forth your comments in
italics below, with the Company’s response following each comment.

 Form 10-K for the year ended 12/31/09

Consolidated Statements of Operations, page 75

1.
 We note that in response to comment six in our letter dated May 3, 2010 you have filed the schedules to your Second Amended and Restated
Credit Agreement as Exhibit 10.1 to your Quarterly Report for the quarterly period ended June 30, 2010 and requested confidential treatment for information included in those schedules. We will respond to your request for confidential treatment
by separate letter. Please note that we will not be in a position to clear our review of your annual report for the fiscal year ended December 31, 2009 until we have cleared comments, if any, on your confidential treatment request.

 Company Response

Noted.

 Definitive Proxy on
Schedule 14A filed on April 19, 2010

 Our 2009 Compensation Program, page 24

Elements of our compensation program, page 26

2.
 We have considered your response to comment three in our prior letter dated July 1, 2010 and reissue that comment in part. Please briefly
tell us why the committee determined that each executive achieved their strategic measures at the level you indicated in your response. For example, you indicate that Mr. White achieved a total of 96% of his strategic measures. Please briefly
discuss why the committee concluded that he achieved 96%. Please confirm you will provide similar disclosure in future filings.

Company Response

The strategic measures component of our annual performance awards reflect general areas that the Compensation Committee
has prioritized for our executive officers in the coming year. Unlike the financial performance measures, the strategic measures generally do not lend themselves well to objective measurement, but require subjective assessment. In evaluating the
performance of executive officers with respect to their strategic measures, the Compensation Committee subjectively reviewed the extent to which each executive was successful on the various components, the relative importance of each component, and
any special factors that could have affected performance. The Compensation Committee then made a subjective assessment in assigning a numerical score or percentage to these components, which was used to determine an overall percentage. With respect
to the CEO, the Compensation Committee determined this percentage directly. With respect to other executive officers, the Compensation Committee reviewed the determination of those officers’ managers and then made the final decision as to the
percentage assigned. Each of our executive officers named in the Proxy Statement received a score of either 96% or 97% for 2009 because the Compensation Committee determined that they had achieved substantially all of their strategic measures except
for minor items of a non-material nature that should not detract from what was otherwise exceptional performance overall.

For 2010, the Committee has decided to modify the ratings scale it will use to assess performance relative to strategic
measures and will assign a numerical score based on the following:

Rating

Performance Assessment

Payout

1

Far Below Expectations

0-50%

2

 Partially Met Expectations

75%

3

Met Expectations

100%

4

Somewhat Exceeds Expectations

125%

5

Far Exceeds Expectations

150%

We believe that providing five ratings levels helps focus on more meaningful differences in performance. We confirm that
we will provide similar disclosure in our 2011 proxy statement for the reported year.

 In connection with the above responses,
the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 the Staff’s comments or the Company’s changes to its disclosures in response to the Staff’s comments do not foreclose the SEC from
taking any action with respect to the Company’s filings; and

•

 the Company will not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of
the United States.

 In the event you have any additional questions, please contact me directly at
(310) 405-8909.

 Sincerely,

 /s/ Gil Borok

Gil Borok

 Chief Financial Officer

September 1, 2010

Brett White Chief Executive Officer CB Richard Ellis Group, Inc. 11150 Santa Monica Boulevard, Suite 1600
Los Angeles, California

Re: CB Richard Ellis Group, Inc.
 Form 10-K for the year ended 12/31/2009
Filed on 3/01/2010 File No. 001-32205
 Dear Mr. White:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

General

1. We note that in response to comment six in  our letter dated May 3, 2010 you have filed
the schedules to your Second Amended and Rest ated Credit Agreement as Exhibit 10.1 to
your Quarterly Report for the quarterly period ended June 30, 2010 and requested
confidential treatment for info rmation included in those schedules.  We will respond to
your request for confidential treatment by separate  letter.  Please note that we will not be
in a position to clear our review of your a nnual report for the fiscal year ended December
31, 2009 until we have cleared comments, if any, on your confidential treatment request.

Brett White CB Richard Ellis Group, Inc.
September 1, 2010 Page 2

DEFINITIVE PROXY ON SCHE DULE 14A FILED APRIL 19, 2010

Executive Compensation

Compensation Discussion and Analysis

Our 2009 Compensation Program, page 24
 Elements of our compensation program, page 26

 2. We have considered your response to comment three in our prior letter dated July 1, 2010
and reissue that comment in part.  Please br iefly tell us why the committee determined
that each executive achieved their strategic measures at the leve l you indicated in your
response.  For example, you indicate that Mr. White achieved a total of 96% of his
strategic measures.  Please briefly discuss why the committee concl uded that he achieved
96%.  Please confirm you will provide similar disclosure in future filings.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Brett White CB Richard Ellis Group, Inc.  September 1, 2010 Page 3

You may contact Jorge Bonilla, Staff Account ant, at (202) 551-3414 or Cicely Lamothe,
Accounting Branch Chief, at (202) 551-3413 if  you have questions regarding the financial
statements and related matters.  Please contac t Jerard Gibson, Attorney-Advisor, at (202) 551-
3473 or the undersigned at (202) 551-3655 with any other questions.
         S i n c e r e l y ,

Sonia Gupta Barros Special Counsel

CORRESP
1
filename1.htm

Correspondence Letter

Gil Borok

11150 Santa Monica Boulevard

 Chief Financial Officer

Suite 1600

Los Angeles, CA 90025

 CB Richard Ellis, Inc.

310 405 8909 Tel

310 405 8950 Fax

Gil.borok@cbre.com

www.cbre.com

 July 22, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, D.C. 20549-6010

Attention: Cicely LaMothe

RE:
CB Richard Ellis Group, Inc.

File No. 001-32205

Form 10-K for the year ended December 31, 2009

Definitive Proxy on Schedule 14A filed April 19, 2010

Dear Ms. LaMothe:

Reference is made to the comments of the Staff of the United States Securities and Exchange Commission (the
“SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”) of CB Richard Ellis Group, Inc. (the “Company”) and
the above referenced definitive proxy on Schedule 14A for the Company’s 2010 annual meeting of stockholders (the “Proxy Statement”) in a letter dated July 1, 2010. We have considered the Staff’s comments and set forth below
are the Staff’s comments and the Company’s responses.

 For convenience of reference, we have set forth your comments
in italics below, with the Company’s response following each comment.

 Form 10-K for the year ended 12/31/09

Consolidated Statements of Operations, page 75

1.
We note your response to comment five relating to your consideration of Rule 3-09 of Regulation S-X. Please provide us your calculation of average income showing the
amount used for each year averaged and explain how you considered your share of income or loss from your equity investees in determining whether you qualify for income averaging. Also, explain how you considered the amounts attributable to
non-controlling interest in your calculation. Refer to notes 1 and 2 to Rule 1-02(w) of Regulation S-X.

Company Response

The Company respectfully submits to the Staff that the amounts provided in its initial response were not correct (though its conclusion
remains unchanged). The Company reported income (loss) from continuing operations before income taxes as follows (dollars in thousands):

 2005:

$
358,385

 2006:

$
523,017

 2007:

$
592,389

 2008:

$
(1,025,679
)

 2009:

$
(645
)

 Included in the above was
income (loss) from continuing operations before income taxes attributable to non-controlling interests as follows (dollars in thousands):

 2005:

$
2,163

 2006:

$
6,120

 2007:

$
11,875

 2008:

$
(54,198
)

 2009:

$
(60,979
)

 Accordingly, the
Company’s consolidated pro-rata share of income (loss) from continuing operations before income taxes, after removing the amounts associated with non-controlling interests, was as follows (dollars in thousands):

 2005:

$
356,222

 2006:

$
516,897

 2007:

$
580,514

 2008:

$
(971,481
)

 2009:

$
60,334

 The Company performed
the pre-tax income (“income”) test on each of its equity investments using the above amounts as a starting point. Rule 1-02 (w) note (2) allows for the use of five-year average income in instances when the income reported in the
current fiscal year is at least 10 percent lower than the five-year average income. Testing results produced five-year average income in the range of $302.8 million to $305.9 million and 2009 income in the range of $60.3 million to $71.4 million.
Our 2009 income was at least 75% lower than five-year average income in each test performed. As a result, the Company qualified for use of five-year average income for all of its equity investments tested.

In accordance with Rule 1-02 (w) note (1), for each average income computation for the years 2009, 2007, 2006 and 2005, the
Company’s share of losses incurred for its equity investments, exclusive of amounts attributable to noncontrolling interests, were excluded from the Company’s consolidated income. As per Rule 1-02 (w) note (2), 2008 was assigned a
zero value given the sizeable loss (i.e. adjusting for equity income (loss) for each equity investment would still result in a loss for 2008 for all equity investments tested), with the five-year average income computation still computed based on
five years despite no value assigned for 2008.

 There were no instances where the Company’s share of income or loss from
any of its investments in unconsolidated subsidiaries exceeded 4% of the Company’s five-year average income in any of the computations performed (well below the 20% threshold for inclusion of separate financial statements).

Based on the above mentioned facts, the Company affirms its conclusion that no separate financial statements of any equity method
investees were required to be included in its 2009 Annual Report on Form 10-K.

 Definitive Proxy on Schedule 14A filed on April 19,
2010

 Our 2009 Compensation Program, page 24

Elements of our compensation program, page 26

2.
We note your disclosure that you benchmark your compensation against your business services sector peers identified under this subheading. Please revise to identify
each benchmark and include a discussion of where actual payments fall within targeted parameters for each element of compensation. To the extent actual compensation was outside a benchmark, include an explanation of the reasons for this. Please
provide sample disclosure in your response and confirm that you will provide such disclosure in future filings.

Company Response

In setting base salaries, annual performance award targets and long-term equity incentives, our Compensation Committee compares current
compensation opportunities for our executive officers against the most recently available peer data as prepared by the committee’s compensation consultant. The Compensation Committee generally seeks to align executive officer compensation
opportunities with the relevant peer data as follows:

 Base salaries

–

50th percentile

 Target total cash compensation

–

75th percentile

 Long-term equity compensation

–

50th percentile

 The Compensation Committee relies on advice from its outside consultant regarding these market parameters from
our peer group companies in considering the range of compensation opportunities for each executive. However, the targets established and actual compensation awarded by the committee each year may vary above or below the peer data percentile
guidelines based on other subjective factors, including an assessment of corporate and business unit financial performance, individual past performance, expected future performance, retention risk, prior compensation levels, and the internal parity
between executives with similar seniority.

 The following table illustrates our 2009 executive compensation relative to their
most recently available market comparisons.

 Name

 Peer Group

Position

Compared

Base Salary1

Total
Cash
Compensation2

Long-Term
Equity

Compensation

Total Direct
Compensation

 Brett White
Chief Executive Officer

CEO

P25

<P25

<P50

<P50

 Robert E. Sulentic
President

COO/Pres./
2nd Highest Paid Executive

P25

<P25

<P75

P50

 Gil Borok
Chief Financial Officer

CFO

<P50

<P25

<P25

<P25

 Calvin W. Frese, Jr.
President, Global Services

3rd Highest
 Paid Executive

P75

<P50

>P75

<P75

 Robert Blain
President, Asia-Pacific

4th Highest
 Paid Executive

P75

<P25

>P75

<P75

 Michael Strong
President, EMEA

5th Highest
 Paid Executive

P75

<P50

>P75

>P75

 As the table
illustrates, compensation levels for certain executives deviated from the target market position.

1

 In light of our cost containment efforts, 2009 base salaries were reduced for Messrs. White, Sulentic, Borok, Frese, Blain and Strong.

2

 In light of our cost containment efforts, the 2009 performance award targets were set at 50% of the regular bonus target award for each executive under
the Executive Bonus Plan.

•

 In 2009, our executive officers were subject to across the board salary reductions, as part of Company cost-reduction efforts. This contributed to
below-median base salaries for Messrs. White, Sulentic, and Borok. Mr. Borok’s base salary was also lower than median because he is relatively new to the CFO position. Base salaries for Messrs. Frese, Blain, and Strong were above the
median because they are highly-talented real estate executives, with significant experience and demonstrated past performance, and who are critical to our future success.

•

 In 2009, our planned annual performance awards for executive officers generally were only 50% of the normal targets, as a result of Company cost
reduction efforts. For this reason, target annual cash compensation was below the desired
75th percentile competitive position. In addition,
Mr. Borok’s total annual cash compensation was lower than
75th percentile because he is relatively new to the CFO
position.

•

 With respect to long-term equity incentives, the annualized grant-date fair value of equity for Messrs. Frese, Blain, and Strong were above the
75th percentile again due to their significant experience
in the real estate industry, their strong past performance, and their expected future contribution to our success. Mr. Borok’s long-term incentives were below the
25th percentile relative to peer company CFOs because his
grant values were determined before he was promoted to CFO. Mr. White’s annualized long-term equity compensation was below the median. In 2010, the Compensation Committee chose to provide additional long-term equity compensation
opportunity through a special restricted stock unit award, which would provide strong alignment with shareholders, a focus on long-term performance, and a significant retention mechanism for the next five years (see page 33 of the Proxy Statement).
This special equity award is also intended to address the discrepancy between Mr. White’s base salary and the higher average level of the peer group CEOs.

We confirm that we will provide similar disclosure in our 2011 proxy statement for the reported year.

3.
While we note your disclosure of the actual percentage of the target goal awarded to each of your executives for the strategic component of the annual performance
bonus, it is unclear how you determined the percentages. Please tell us how you determined the actual performance of each executive relative to the strategic measures identified at the bottom of page 28 and also describe how each executive’s
performance resulted in the percentages set forth for each executive. Confirm that you will provide similar disclosure in future filings. Refer to Item 402(b)(2)(v) of Regulation S-K.

Company Response

The strategic measures are proposed at the beginning of each year for the relevant executive officer by his/her manager (or the
Compensation Committee, in the case of the CEO). Each is then approved by the Compensation Committee after it has had an opportunity to modify the measures. The measures are each assigned a weight based on a subjective assessment as to their
importance and the effort required to achieve the measure relative to the others, with the aggregate of all weightings equal to 100%. Following the end of the year, the executive officer’s performance for each measure is assessed by his/her
manager (or the Compensation Committee, in the case of the CEO) and is assigned a percentage from 0 to 150%. These individual measure percentages are then averaged (reflecting any differences in weighting) to arrive at a total percentage for each
executive officer’s performance relative to the strategic measures. Although our Executive Bonus Plan provides that an executive may be awarded up to 150% achievement on strategic measures and that 100% achievement results in the
“target” bonus award for this component of the plan, in assessing each individual measure, our practice in 2009 was to deem 100% achievement as the highest possible achievement, and therefore no executive is awarded greater than 100% on
any strategic measure or in the aggregate. Based on this performance:

•

 the Compensation Committee determined that Mr. White achieved a total of 96% of his strategic measures;

•

 Mr. White determined that Messrs. Sulentic and Borok each achieved a total of 96% of their respective strategic measures;

•

 Mr. Sulentic determined that Mr. Frese achieved a total of 97% of his respective strategic measures;

•

 Mr. Frese determined that Mr. Strong achieved a total of 97% and Mr. Blain a total of 96% of their respective strategic measures; and

•

 ultimately, the Compensation Committee affirmed these conclusions in determining actual performance awards.

We confirm that we will provide similar disclosure in our 2011 proxy statement for the reported year.

4.
Please tell us briefly how the compensation committee determined the targeted percentages for the strategic measure component of the bonus award for each executive.
Confirm that you will provide similar disclosure in future filings. Refer to Item 402(b)(2)(vii) of Regulation S-K.

Company Response

The strategic measures reflect the Compensation Committee’s desire to include an incentive component that is more qualitative in
nature as compared to the objective financial performance measure used for the largest part of the annual performance award. The committee believes that these qualitative measures enable it to influence management’s performance against
strategies that are not necessarily tied to near-term financial measures. These strategies impact the quality of earnings and positioning of our business for the future as well as the mitigation of risks. In weighting the strategic measure component
of the annual performance awards, the Compensation Committee selected 20% for direct line executive officers (e.g., CEO, President and most senior executive responsible for a material line of business or geography) as a level at which, if the
executive fails to significantly achieve his strategic measures, it will have a meaningful impact on his or her performance award. However, the 20% weighting for strategic performance is small enough such that financial performance achievements
(weighted 80% for these executives) are appropriately emphasized as the primary objective for direct line executive officers. For staff executive officers, such as the Chief Financial Officer, the Compensation Committee selected a larger percent
weighting for strategic measures than line executives (40%) but in any event less than a majority of the bonus amount. The Compensation Committee believes that a larger weighting on the strategic components is appropriate for these staff
officers who have responsibility for operations and policies that are less quantitative in nature, but are still important contributors to sustaining our earnings performance over time. The committee believes that all officers, both line and staff,
should have at least a majority of their annual bonuses determined by financial performance.

 We confirm that
we will provide similar disclosure in our 2011 proxy statement for the reported year.

 In the event you have any additional
questions, please contact me directly at (310) 405-8909.

Sincerely,

/s/ Gil Borok

Gil Borok

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        July 1, 2010
By U.S. Mail and facsimile to (310) 405-8950

Brett White Chief Executive Officer CB Richard Ellis Group, Inc. 11150 Santa Monica Boulevard, Suite 1600 Los Angeles, California

Re: CB Richard Ellis Group, Inc.
 Form 10-K for the year ended 12/31/2009
Filed on 3/01/2010 File No. 001-32205 Definitive Proxy on Schedule 14A filed on April, 19, 2010
                        Your response letter submitted on May 14, 2010
Dear Mr. White:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-K for the year ended 12/31/2009

Consolidated Statements of Operations, page 75

1. We note your response to comment five  relating to your consideration of
Rule 3-09 of Regulation S-X.  Pl ease provide us your calculation of
average income showing the amount used for each year averaged and
explain how you considered your share of income or loss from your equity
investees in determining whether you  qualify for income averaging. Also,
explain how you considered the amo unts attributable to non-controlling

Brett White
CB Richard Ellis Group, Inc. July 1, 2010
Page 2

interest in your calcula tion.  Refer to notes 1 and 2 to Rule 1-02(w) of
Regulation S-X.

Definitive Proxy on Schedule 14A filed on April, 19, 2010
 Executive Compensation

 Compensation Discussion and Analysis

 Our 2009 Compensation Program, page 24

 Elements of our compensation program, page 26

2. We note your disclosure that you be nchmark your compensation against
your business services sector peers identified under th is subheading.
Please revise to identify each benchmark and include a discussion of where actual payments fall within targeted parameters for each element of
compensation.  To the extent actual compensation was outside a benchmark, include an explanation of the reasons for this. Please provide
sample disclosure in your response a nd confirm that you will provide such
disclosure in future filings.

3. While we note your disclosure of the actual percentage of the target goal
awarded to each of your executives for the strategic component of the
annual performance bonus, it is unclear how you determined the
percentages.  Please tell us how you determined the actual performance of
each executive relative to the strategic measures identified at the bottom of
page 28 and also describe how each ex ecutive’s performance resulted in
the percentages set forth for each executive.  Confirm that you will
provide similar disclosure in future filings. Refer to Item 402(b)(2)(v) of
Regulation S-K.

4. Please tell us briefly how the co mpensation committee determined the
targeted percentages for the strate gic measure component of the bonus
award for each executive.  Confir m that you will provide similar
disclosure in future filings. Refer to  Item 402(b)(2)(vii) of Regulation S-K.

 You may contact Jorge Bonilla, Senior St aff Accountant, at (202) 551-3414 or me
at (202) 551-3413 if you have questions rega rding comments on the financial statements
and related matters.  Please contact Jerard  Gibson, Attorney-Advi sor, at (202) 551-3473
or Sonia Gupta Barros at (202) 551-3655 with any other questions.

Brett White
CB Richard Ellis Group, Inc. July 1, 2010
Page 3

                                                                                                Sincerely,

Cicely LaMothe
                                                                                    Branch Chief

CORRESP
1
filename1.htm

Response Letter

Gil Borok

11150 Santa Monica Boulevard

Chief Financial Officer

Suite 1600

Los Angeles, CA 90025

CB Richard Ellis, Inc.

310 405 8909 Tel

310 405 8950 Fax

Gil.borok@cbre.com

www.cbre.com

 May 14, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, D.C. 20549-6010

Attention: Sonia Gupta Barros

RE:

CB Richard Ellis Group, Inc.

File No. 001-32205

Form 10-K for the year ended December 31, 2009

 Dear
Ms. Barros:

 Reference is made to the comments of the Staff of the United States Securities and Exchange Commission (the
“SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”) of CB Richard Ellis Group, Inc. (the “Company”) in a
letter dated May 3, 2010. We have considered the Staff’s comments and set forth below are the Staff’s comments and the Company’s responses.

For convenience of reference, we have set forth your comments in italics below, with the Company’s response following each comment.

 General

1.
We note that you have filed a proxy statement on April 19, 2010. We also note that information required by Part III of your Form 10-K for fiscal year end
12/31/2009 is incorporated by reference from your proxy statement. Please note that we may have additional comments after we review your disclosure in the proxy statement.

Company Response

Noted.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Critical Accounting Policies, page 38

2.
We note that you determined that no impairment of goodwill or other non-amortizable intangible assets existed for 2009. Given the current economic conditions and
continued decline in your revenues, please provide us and disclose in future filings how you considered these factors in determining that no further impairment charge was necessary.

Company Response

When the Company performed its required annual goodwill impairment review as of October 1, 2009, it determined that no impairment
existed as the estimated fair value of its reporting units was in excess of their carrying value. Although economic conditions remained weak for most of 2009 and the Company’s full year revenues for 2009 declined when compared to the prior
year, the Company did note early signs of an economic recovery taking place in the latter part of 2009. This was evidenced by several indicators, including the Company’s stock price ($13.57 per share on December 31, 2009 and $10.94 per
share on October 1, 2009 versus $4.32 per share at December 31, 2008), a return to positive economic growth in the United States in the second half of 2009 and an economic rebound in the Asia Pacific region with transaction activity
beginning to revive in late 2009. These indicators, as well as the benefit of cost reduction measures implemented in the second half of 2008 and 2009, led to a significant increase in the estimated fair value of the Company’s reporting units as
of October 1, 2009 as compared to the prior year. In addition, the overall size of the Company’s goodwill and other non-amortizable assets being tested were sharply reduced as a result of a $1.2 billion impairment charge recorded during
the year ended December 31, 2008. This impairment charge included the write-off of goodwill in its entirety in two reporting units that were most severely hit by the weak economic conditions at that time (i.e. Global Investment Management and
Development Services).

 In summary, the Company affirms its conclusion that no impairment of goodwill or other non-amortizable
intangible assets existed for 2009. The Company will enhance its disclosure in its Annual Report on Form 10-K for the year ended December 31, 2010 to indicate what its conclusions relative to testing goodwill and other non-amortizable
intangible assets were based upon.

 Liquidity and Capital Resources, page 56

3.
In efforts to provide clarifying disclosure in light of your discussion throughout the filing of various regulations and the corresponding impact of such regulations
on your business, please tell us if your business has any material legal or economic restrictions on the ability of the company’s subsidiaries to transfer funds to the company. If so, please confirm to us that you will provide disclosure that
complies in future filings.

 Company Response

The Company does not have any material legal or economic restrictions on transferring funds from its domestic and foreign subsidiaries.
Although the Company could generally repatriate earnings from its foreign subsidiaries, it currently elects not to do so given income tax considerations, which the Company has already disclosed in its 2009 Annual Report on Form 10-K. Based on
these facts, the Company respectfully submits to the Staff that no additional disclosure is warranted.

 Significant Indebtedness, page 63

4.
Please refer to your discussion of your funding arrangement with Fannie Mae under the ASAP Program on pages 63 and 112. Please explain to us how you account for your
commitments as it relates to repurchase of interest in loans previously sold, delivery of whole loan execution or securitization into mortgage backed security. Please refer us to the accounting literature you relied on for your accounting
treatment.

 Company Response

The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
860-10-40 when accounting for transactions entered into under the funding arrangements of the ASAP Program with Fannie Mae. Sales of the 99% interest in the loans to Fannie Mae are recorded as a secured borrowing during the repurchase period with no
gain or loss recognized as the ASAP Program requires the Company to repurchase the transferred assets before their maturity. A sale is recorded upon full delivery back to Fannie Mae via whole loan execution or securitization into a mortgage backed
security since the Company has received consideration from the purchaser and has surrendered complete control over the loans.

 Consolidated Statements of Operations, page 75

5.
Given the apparent significance of your equity loss from unconsolidated subsidiaries for 2009, please explain to us how you considered Rule 3-09 of Regulation S-X as
it relates to the requirements for separate financial statements of equity method investees.

 Company
Response

 Rule 3-09 of Regulation S-X requires separate financial statements of equity method investees to
be filed with the Company’s Annual Report on Form 10-K if (i) an investment in an unconsolidated subsidiary exceeds 20% of the Company’s total assets, or (ii) if the Company’s share of income from continuing operations
before provision for income taxes (“income”) from an investment in an unconsolidated subsidiary exceeds 20% of the Company’s total income. Rule 3-09 of Regulation S-X cross references Rule 1-02(w) relative to performing these tests
and such rule prescribes the use of the average of the Company’s income for the last five fiscal years, excluding loss years, in instances where the income of the registrant for the most recent fiscal year is at least 10 percent lower than the
average of the income for the last five fiscal years.

 In regards to the first test, the Company’s total assets at
December 31, 2009 were approximately $5.0 billion, of which only approximately $136.0 million, or 2.7%, were attributable to the Company’s total investments in unconsolidated subsidiaries. Therefore, this condition was not met.

In regards to the second test, the Company’s five-year average income (excluding losses in 2008 and 2009), totaling approximately
$295.0 million, was used as prescribed by Rule 1-02(w), given that the Company’s income for the year ended December 31, 2009 was more than 10% lower than the five-year average income. There were no instances noted in which the
Company’s share of income or loss from any of its investments in unconsolidated subsidiaries exceeded $59.0 million, which is equivalent to 20% of the Company’s five-year average income. It should also be noted that the Company’s
ownership interest in its investments in unconsolidated subsidiaries is generally lower than 50% and in many investments is less than 5%.

In conclusion, based on the above mentioned facts, the Company affirms its conclusion that inclusion of separate financial statements of
equity method investees was not required in its 2009 Annual Report on Form 10-K.

 Item 15. Exhibit and Financial Statement Schedules,
page 148

 3. Exhibits

6.
We note that exhibits 10.1(a), 10.1(b), 10.1(c), 10.1(e), and 10.1(h) only list and do not include the exhibits and schedules listed in the table of contents for
each respective agreement. Because Item 601(b)(10) does not permit the omission of information that is attached to a material contract, please file the complete agreement in an amendment to your 10-K, in a Form 8-K, or as an exhibit to your
next periodic report. Alternatively, please explain why the information was omitted or why the agreements themselves are no longer material to investors.

Company Response

The Company did not include all of the exhibits and schedules listed in the table of contents for exhibits 10.1(a), 10.1(b), 10.1(c),
10.1(e), and 10.1(h) because this information is ministerial in form and does not provide any material or meaningful disclosure in addition to the underlying agreements. While this has been a common practice of issuers, the Company understands
that Item 601(b)(10) of Regulation S-K does not provide an exemption permitting the exclusion of this information. The Company respectfully proposes to the Staff that it will file the complete agreement (including schedules and exhibits
listed in the table of contents) for exhibits 10.1(e) and 10.1(h) as an exhibit to its Quarterly Report on Form 10-Q for the period ended June 30, 2010. The Company proposes to make no changes to the filings for exhibits 10.1(a), 10.1(b) and
10.1(c) because these agreements have been superseded by exhibits 10.1(e) and 10.1(h) and the materials omitted would largely be duplicative and of no further relevance. Exhibits 10.1(a), 10.1(b) and 10.1(c) will not be included in our Form
10-K for the year ended December 31, 2010.

 Schedule III – Real Estate Investments and Accumulated Depreciation, page 150

7.
For each of your material projects identified under this subheading, in future filings, disclose the nature of your title to, or other interest in, such properties.
Please also revise your disclosure in the Business section in future filings to discuss the current status of any material project in greater detail and to provide any relevant real estate operating data on a portfolio basis, i.e. average rents,
occupancy, lease expirations, tenant type, property type and geographic diversification. Please tell us how you plan to comply.

Company Response

The Company’s largest individual project on Schedule III as of December 31, 2009 included approximately $78 million of gross
real estate, which represents only 1.5% of the Company’s total assets. Given this fact, the Company respectfully submits to the Staff that it does not believe that it has any material projects and no additional disclosure is required in
Schedule III. However, if the Company invests in a material project in the future, it will include additional disclosure in Schedule III at that time.

Aggregate rental revenue and associated operating expenses of $59.9 million and $34.3 million, respectively, were recognized from the
Company’s portfolio of real estate during the year ended December 31, 2009. This represented only approximately 1.4% of the Company’s total revenue and only approximately 2.5% of the Company’s total operating expenses. While the
Company does not believe these operations are material to its business, the Company will enhance its disclosure in the Business Section of its Annual Report on Form 10-K for the year ended December 31, 2010 to include additional relevant
information about its real estate portfolio, including property type, geographic diversification and rental revenues.

 As
requested by the Staff, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 In the event you have any additional questions, please contact me directly at
(310) 405-8909.

Sincerely,

 /s/ Gil Borok

Gil Borok

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010
        May 3, 2010
 Brett White Chief Executive Officer CB Richard Ellis Group, Inc. 11150 Santa Monica Boulevard, Suite 1600 Los Angeles, California

Re: CB Richard Ellis Group, Inc.
 Form 10-K for the year ended 12/31/2009
Filed on 3/01/2010
File No. 001-32205

Dear Mr. White:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009
 General

1. We note that you have filed a proxy statement on April 19, 2010.  We also note
that inform
ation required by Part III of  your Form 10-K for fiscal year end
12/31/2009 is incorporated by reference fr om your proxy statement.  Please note
that we may have additional comments af ter we review your disclosure in the
proxy statement.

Brett White
CB Richard Ellis Group, Inc. May 3, 2010
Page 2

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Policies, page 38
2. We note that you determined that no impairment of goodwill or other non-
am
ortizable intangible assets exis ted for 2009. Given the current economic
conditions and continued decline in your re venues, please provide us and disclose
in future filings how you considered thes e factors in determin ing that no further
impairment charge was necessary.
Liquidity and Capital Resources, page 56
3. In efforts to provide clarifying disclosure in light of your discussion throughout
the filing of various regulations and the corresponding im
pact of such regulations
on your business, please tell us if you r business has any material legal or
economic restrictions on the ability of the company’s subsidiaries to transfer
funds to the company.  If so, please confirm to us that you will provide disclosure
that complies in future filings.
 Significant Indebtedness, page 63

4. Please refer to you discussion of your funding arrangem ent with Fannie Mae
under the ASAP Program on pages 63 and 112. Please explain to us how you account for your commitments as it relates to repurchase of in terest in loans
previously sold, delivery of whole loan execution or securitization into mortgage
backed security. Please refer us to th e accounting literature you relied upon for
your accounting treatment.
 Consolidated Statements of Operations, page 75

5. Given the apparent significance of your equity loss from unconsolidated subsidiaries for 2009, please explain to us how you considered Rule 3-09 of
Regulation S-X as it r
elates to the require ments for separate financial statements
of equity method investees.
 Item 15. Exhibit and Financial St atement Schedules, page 148

 3.  Exhibits

 6. We note that exhibits 10.1(a), 10.1(b), 10.1(c), 10.1(e), and 10.1(h) only list and
do not include the exhibits and schedules listed in the tab
le of contents for each
respective agreement.  Because Item 601( b)(10) does not permit the omission of
information that is attached to a material contract, please file the complete

Brett White
CB Richard Ellis Group, Inc. May 3, 2010
Page 3

agreement in an amendment to your 10-K, in a Form 8-K, or as an exhibit to your
next periodic report.  Alternatively, please explain why the information was
omitted or why the agreements themselves are no longer material to investors.

Schedule III – Real Estate Investment s and Accumulated Depreciation, page 150

7. For each of your material projects identif ied und er this subheading, in future
filings, disclose the nature of your title t o, or other interest i n, such properties.
Please also revise your disclosure in th e Business section in future filings to
discuss the current status of  any material project in gr eater detail and to provide
any relevant real estate op erating data on a portfolio ba sis, i.e. average rents,
occupancy, lease expirations, tenant type, property type and geographic
diversification.  Please tell us  how you plan to comply.

******

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Brett White
CB Richard Ellis Group, Inc. May 3, 2010
Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jorge Bonilla, Staff Accountant, at (202) 551-3414 or Cicely
Lamothe, Accounting Branch Chief, at (202) 551-3413 if you have questions regarding comments on the financial statements and related matters.  Please contact Jerard Gibson, Attorney-Advisor, at (202) 551-3473 or th e undersigned at (202) 551-3655 with any
other questions.
Sincerely,    Sonia Gupta Barros
 Special Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                                                           July 23, 2009  Mail Stop 3010
By U.S. Mail and facsimile to (949) 809-4357

Mr. Robert E. Sulentic, Chief Financial Officer
CB Richard Ellis Group, Inc. 1150 Santa Monica Boulevard, Suite 1600 Los Angeles, CA     90025
RE: CB Richard Ellis Group, Inc.
            File No.  001-32205
 Form 10-K for the year ended December 31, 2008

Dear Mr. Sulentic:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

                                                                                  Sincerely,
                                                                                                                                                                                                                                                                        Cicely LaMothe                                                                                   Branch Chief

June 30, 2009  Mail Stop 3010
By U.S. Mail and facsimile to (949) 809-4357

Mr. Robert E. Sulentic, Chief Financial Officer
CB Richard Ellis Group, Inc. 1150 Santa Monica Boulevard, Suite 1600 Los Angeles, CA     90025
RE: CB Richard Ellis Group, Inc.
            File No.  001-32205
 Form 10-K for the year ended December 31, 2008

Dear Mr. Sulentic:
We have reviewed your response letter submitted on May 8, 2009 and have the
following comments.
In our comments, we ask you to provide us with information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.
We welcome any questions you may have about  our comment or on any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

Selected Financial Data, page 32; Management’s Discussion and Analysis of Financial
Condition and Results of Operations, pages 45, 51 and 53

1. We have read and considered your re sponse to comment one. We note that you
believe that your impairment charge is similar to amortization expense, however
your impairment charge relates to intangi bles not subject to  amortization. Also,
your description of EBITDA differs from the description of EBITDA in Article
10(e) of Regulation S-K which does not include adjustments for impairment
charges. As previously requested, explai n to us how you considered the guidance
in Question 14 of the Frequently Aske d Questions Regarding the Use of Non-
GAAP Financial Measures in determining whether it is appropriate to characterize this measure as “EBITDA.” Also, expl ain how you considered disclosing why

CB Richard Ellis Group, Inc.
Page 2 of 2
you believe it is useful to investors to di sregard the impairment charge eliminated
from the measure.

Financial Statements

Note 15 – Commitments and Contingencies, page 116

2. We have read and considered your respons e to comment five. Please tell us what
your accounting policy is under SFAS 140, FIN 45 or SFAS 5 for recording a provision for the loss you would incur upon the requirement to perform under
your loss sharing arrangements with Fannie Mae.  Also, please clarify whether you have been required to perform under this obligation and if so, tell us the
dollar amount of the loss.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit your response letter on EDGAR. Please understand that we may have additional comments after reviewing your
responses to our comments.
  You may contact Jorge L. Bonilla at ( 202) 551-3414 or me at (202) 551-3413 if
you have any questions,                                                                                      Sincerely,
                                                                                  Cicely LaMothe
                                                                                  Branch Chief

CORRESP
1
filename1.htm

Response Letter

 July 13, 2009

 Securities
and Exchange Commission

 Division of Corporate Finance

 Mail
Stop 3010

 Washington, D.C. 20549

 Attention: Cicely LaMothe

RE:
CB Richard Ellis Group, Inc.

File No. 001-32205

Form 10-K for the year ended December 31, 2008

 Dear
Ms. LaMothe:

 Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “SEC” or the
“Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”) of CB Richard Ellis Group, Inc. (the “Company”) in a letter dated June 30,
2009. We have considered the Staff’s comments and set forth below are the Staff’s comments and the Company’s responses.

 For
convenience of reference, we have set forth your comments in italics below, with the Company’s response following each comment.

 Selected Financial
Data, page 32; Management’s Discussion and Analysis of Financial Condition and Results of Operations, pages 45, 51 and 53

1.
We have read and considered your response to comment one. We note that you believe that your impairment charge is similar to amortization expense, however your impairment charge
relates to intangibles not subject to amortization. Also, your description of EBITDA differs from the description of EBITDA in Article 10(c) of Regulation S-K which does not include adjustments for impairment charges. As previously requested,
explain to us how you considered the guidance in Question 14 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures in determining whether it is appropriate to characterize this measure as “EBITDA.” Also explain
how you considered disclosing why you believe it is useful to investors to disregard the impairment charge eliminated from the measure.

 Company Response

 The Company respectfully submits to the Staff that it continues to believe that the
essence of amortization expense is intended to reflect the declining value of intangible assets. Given the size of the goodwill and intangible asset impairment charge incurred in 2008, the Company felt it would be helpful to investors to see this
charge apart from amortization expense recorded in the normal course. However, given that the impairment charge reflects a decline in value of intangible assets, which is what amortization expense reflects, the Company believes it falls under the
definition of amortization expense in the definition of EBITDA. The Company also considered the fact that goodwill was previously amortized prior to SFAS 142 in reaching this conclusion.

 In the Company’s Form 10-K, it discloses that its calculation of EBITDA eliminates the accounting
effects of acquisitions, which would include impairment charges of goodwill and intangible assets created from acquisitions. Further, the Company’s management uses EBITDA as a measure to evaluate the operating performance of its various
business lines and for other discretionary purposes, including as a significant component when measuring its operating performance under its employee incentive programs. As the impairment charge is unrelated to the Company’s overall operating
performance and not included in its computation of EBITDA, the Company felt it was useful to investors to exclude and separately identify the impairment charge to get a more accurate picture of its results from operations.

 In summary, the Company affirms its position that it was appropriate to exclude its impairment charge related to goodwill and intangible assets as it
feels that such charge falls under the definition of amortization expense. However, to ensure full compliance with Item 10(e) of Regulation S-K, the Company intends to enhance its disclosure in future filings where such a charge is present to
more clearly indicate in such filings the reasons noted above as to why management believes its computation of EBITDA provides useful information to investors about the Company’s results of operations in order to assist a reader’s
understanding of its use of this non-GAAP financial measure.

 Note 15 – Commitments and Contingencies, page 116

2.
We have read and considered your response to comment five. Please tell us what your accounting policy is under SFAS 140, FIN 45 or SFAS 5 for recording a provision for the loss
sharing arrangements with Fannie Mae. Also, please clarify whether you have been required to perform under this obligation and if so, tell us the dollar amount of the loss.

 Company Response

 The Company follows
the guidance in SFAS No. 5, “Accounting for Contingencies” when recording a provision for the loss sharing arrangements with Fannie Mae. As of December 31, 2008, the Company has provided $173,000 of loan loss reserves in
connection with this arrangement, but has not been required to perform under this obligation.

 In connection with the above responses, the Company
acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 the Staff’s comments or the Company’s changes to its disclosures in response to the Staff’s letter does not foreclose the SEC from taking any action
with respect to the Company’s filings; and

•

 the Company will not assert SEC comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

 In the event you have any additional questions, please contact me directly at (310) 405-8905.

 Sincerely,

 /s/    Robert E. Sulentic

Robert E. Sulentic

Chief Financial Officer

CORRESP
1
filename1.htm

SEC Letter

 Robert E. Sulentic

 Chief Financial Officer

 CB Richard Ellis, Inc.

 11150 Santa Monica Boulevard

 Suite 1600

 Los Angeles, CA 90025

 310 405 8905 Tel

 310 405 8950 Fax

 bob.sulentic@cbre.com

 www.cbre.com

 May 8, 2009

 Securities and Exchange Commission

 Division of Corporate Finance

 Mail Stop 3010

 Washington, D.C. 20549

 Attention: Cicely LaMothe

RE:
CB Richard Ellis Group, Inc.

File No. 001-32205

Form 10-K for the year ended December 31, 2008

 Dear
Ms. LaMothe:

 Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “SEC” or the
“Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”) of CB Richard Ellis Group, Inc. (the “Company”) in a letter dated
April 16, 2009, received by the Company on April 28, 2009 and addressed to Brett White, Chief Executive Officer of the Company. We have considered the Staff’s comments and set forth below are the Staff’s comments and the
Company’s responses.

 For convenience of reference, we have set forth your comments in italics below, with the Company’s response
following each comment.

 Selected Financial Data, page 32; Management’s Discussion and Analysis of Financial Condition and Results of Operations,
pages 45 and 51

1.
We noted that you adjusted EBITDA for goodwill and other non-amortizable intangible asset impairment, and you use this non-GAAP financial measure to evaluate operating
performance. Given the impairment appears to be the result of a decline in estimated future discounted cash flows and operations in your reporting segments, it is not clear why the exclusion of impairment charges is useful in evaluating operating
performance. Please explain to us how you considered the guidance in Questions 8 and 14 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures in determining whether it is appropriate to exclude this charge and
characterize this measure as “EBITDA.”

Company Response

 The Company respectfully submits to the Staff that it did consider the guidance within the Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures and determined that it was appropriate to exclude the impairment of goodwill and other non-amortizable intangible assets from the Company’s calculation of EBITDA as reported in its Form 10-K for the year ended December 31, 2008.
The Company’s belief is that this impairment charge is similar in nature to and should be treated in a manner consistent with charges for amortization expense. Like amortization expense, this impairment charge relates to the Company’s
intangible assets, is a component of operating income (loss) and is non-

cash in nature. Additionally, this impairment charge is considered unusual and non-recurring and the Company’s exclusion of it from its calculation of
EBITDA is consistent with the amended requirements in Item 10 of Regulation S-K (which prohibits exclusion only “when (1) the nature of the charge or gain is such that it is reasonably likely to recur within two years, or
(2) there was a similar charge or gain within the prior two years”). The Company did not incur such a charge in the prior two years and believes the likelihood of a recurrence of such a charge within the next two years is remote. Based on
these facts, the Company excluded its impairment of goodwill and other non-amortizable intangible assets from EBITDA.

2.
We noted your disclosure that management uses EBITDA as a measure to evaluate operating performance of your various “business lines.” We also noted that you presented
EBITDA by segment on pages 51-53. Please clarify to us whether EBITDA is reported to the chief operating decision maker for purpose of assessing segment performance. If so, explain why you have not reported this information in your Industry Segments
disclosure in note 25. In addition, please clarify your basis for adjusting for royalty and management service expense.

Company Response

The Company respectfully submits to the Staff that EBITDA is in fact reported to and used by the Company’s Chief Executive Officer (the chief operating decision maker of the
Company) in assessing segment performance. In the Company’s Form 10-K for the year ended December 31, 2008, the Company elected to exclude this measure from note 25 of its consolidated financial statements as the Company deemed it to be a
non-GAAP financial measure. Additionally, the Company included reconciliations of segment EBITDA to net income in the Management’s Discussion & Analysis (“MD&A”) section of its Form 10-K, providing details of the
Company’s reconciliation of segment EBITDA to segment net income and thereby meeting the requirements for non-GAAP financial measures under Regulation G and Item 10(e) of Regulation S-K.

After reading the Staff’s comment letter and revisiting the guidance as prescribed by Statement of Financial Accounting Standards Board (“SFAS”) No. 131,
“Segment Reporting,” the Company recognizes that the disclosure included in note 25 of its Form 10-K was incomplete. As per SFAS No. 131, since EBITDA is used by the Company’s chief operating decision maker in assessing
segment performance, EBITDA by segment should have been disclosed in note 25 of the Company’s consolidated financial statements.

In regards to the royalty and management service charge, these charges have not been included in segment EBITDA given that our chief operating decision maker does not include these
charges in his assessment of segment EBITDA.

In conclusion, the Company believes that its presentation of segment EBITDA was transparent to the reader and that the resulting impact of this change will simply move information
on segment EBITDA that is currently reflected in the MD&A to the notes to consolidated financial statements. Accordingly, the Company respectfully proposes to the Staff that it will include EBITDA in its segment footnote in the notes to
consolidated financial statements in future filings, commencing with its quarterly report on Form 10-Q for the period ended June 30, 2009 and its annual report on Form 10-K for the year ended December 31, 2009.

 Critical Accounting Policies

 Goodwill and Other Intangible
Assets, page 40

3.
Given the materiality of goodwill and the impact the identification of reporting units can have on the determination of a goodwill impairment charge, please tell us how you
considered providing the following disclosure in the critical accounting estimates:

•

 How the reporting units were identified.

•

 How goodwill is allocated to reporting units.

•

 Whether there have been any changes in the number of reporting units, or the manner in which goodwill was allocated. If such changes have taken place, they
should be explained.

Company Response

The Company did not include this information in the Critical Accounting Policies section of its Form 10-K as it did not feel that these were areas where significant judgments and
estimates were applied in the preparation of its 2008 consolidated financial statements. The Company determined its reporting units using the guidance in SFAS No. 142, “Goodwill and Intangible Assets,” and related literature
relative to the identification of segments and components of a segment, aggregating as allowed. Since the adoption of SFAS No. 142, there have been no changes in the manner in which goodwill has been allocated to reporting units, and there has
been no movement of goodwill between reporting units. In addition, the only change in the number of reporting units since 2002 was in 2006 with the addition of a reporting unit for the Company’s Development Services business, which was acquired
as a part of the acquisition of Trammell Crow Company.

 Financial Statements

 Note 14 – Long-Term Debt and Short-Term Borrowings, page 113

4.
Reference is made to your discussion of CBRE’s funding arrangement with Red Capital for the purpose of funding originations of Freddie Mac and Fannie Mae multi-family
property mortgage loans. Please clarify if these commitments are being accounted for as derivatives under SFAS 133. If so, tell us how you evaluate fair value and your consideration of interest rate and credit risk in this valuation.

Company Response

The Company enters into loan commitments that relate to the origination or acquisition of commercial mortgage loans that will be held for sale. As per SFAS 133, “Accounting
for Derivative Instruments and Hedging Activities,” and Staff Accounting Bulletin (“SAB”) 109, “Written Loan Commitments Recorded at Fair Value Through Earnings,” the Company records such commitments at fair
value. The Company had a written commitment asset of approximately $70,000 included in its consolidated balance sheet at December 31, 2008. Interest rate risk was considered in the calculation of this amount. However, due to the immaterial
nature of the amount, credit risk was not factored into the calculation.

 Note 15 – Commitments and Contingencies, page 116

5.
Please clarify the accounting treatment for your agreement with Fannie Mae under the Delegated Underwriting and Servicing Lender Program and include the accounting literature you
relied upon in determining how transactions under this program are recorded in your financial statements.

Company Response

As indicated in the Company’s Form 10-K, the Company originates, underwrites, closes and services loans under this arrangement. The accounting for these transactions depends
upon the stage of these loans. As mentioned in the Company’s response to the Staff’s comment #4, loan commitments are accounted for in accordance with SFAS No. 133 and SAB 109. As the loans are sold to Fannie Mae, the Company accounts
for the sale of the loans in accordance with SFAS No. 140, “Accounting for Servicing of Financial Assets,” as well as SFAS No. 156 (which amended SFAS 140).

 In connection with the above responses, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 the Staff’s comments or the Company’s changes to its disclosures in response to the Staff’s letter does not foreclose the SEC from taking any action
with respect to the Company’s filings; and

•

 the Company will not assert SEC comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

 In the event you have any additional questions, please contact me directly at (310) 405-8905.

 Sincerely,

 /s/ Robert E. Sulentic

 Robert E. Sulentic

 Chief Financial Officer

April 16, 2009  Mail Stop 3010
By U.S. Mail and facsimile to (949) 809-4357

Mr. Brett White, Chief Executive Officer CB Richard Ellis Group, Inc. 1150 Santa Monica Boulevard, Suite 1600 Los Angeles, CA     90025
RE: CB Richard Ellis Group, Inc.
            File No.  001-32205
 Form 10-K for the year ended December 31, 2008

Dear Mr. White:
We have reviewed the above referenced filing and have the following comments.
We have limited our review to only your fina ncial statements and related disclosures and
will make no further review of your documents.  As such, all persons who are responsible for the adequacy and accuracy of the disclosu res are urged to be certain that they have
included all information required pursuant to the Securities Exchange Act of 1934.

In our comments, we ask you to provide us with additional information so we
may better understand your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this inform ation, we may or may not raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.
We welcome any questions you may have about  our comment or on any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.
 Selected Financial Data, page 32; Management’s Discussion and Analysis of Financial
Condition and Results of Operations, pages 45 and 51
 1. We noted that you adjusted EBITDA fo r goodwill and other non-amortizable
intangible asset impairment, and you us e this non-GAAP financial measure to
evaluate operating performance. Given the impairment appears to be the result of
a decline in estimated future discoun ted cash flows and operations in your
reporting segments, it is not clear why th e exclusion of impairment charges is
useful in evaluating operating performa nce.  Please explain to us how you

CB Richard Ellis Group, Inc.
Page 2 of 3
considered the guidance in Questions 8 a nd 14 of the Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures in determining whether it is
appropriate to exclude this  charge and characterize this measure as “EBITDA.”
 2. We noted your disclosure that management uses EBITDA as a measure to
evaluate the operating perfor mance of your various “business lines.”  We also
noted that you presented EBITDA by segment on pages 51-53.  Please clarify to us whether EBITDA is reported to the chief operating decision maker for purpose of assessing segment performance. If so, explain why you have not reported this information in your Industry Segments di sclosure in note 25.  In addition, please
clarify your basis for adjusting for royalty  and management service expense.
 Critical Accounting Policies

 Goodwill and Other Intangible Asset, page 40

 3. Given the materiality of goodwill and the im pact the identification of reporting
units can have on the determination of a goodwill impairment charge, please tell
us how you considered providing the fo llowing disclosure in the critical
accounting estimates:
• How the reporting units were identified.
• How goodwill is allocate d to reporting units
• Whether there have been any changes in the number of reporting units, or
the manner in which goodwill was allocated. If such changes have taken place, they should be explained.
 Financial Statements

 Note 14 – Long-Term Debt and Short-Term Borrowings, page 113

4. Reference is made to your discussion of CBRE’s funding arrangement with Red
Capital for the purpose of funding origin ations of Freddie Mac and Fannie Mae
multi-family property mortgage loans.  Please clarify if these commitments are
being accounted for as derivatives under SFAS 133.  If so, tell us how you evaluate fair value and your consideration of  interest rate and credit risk in this
valuation.

Note 15 – Commitments and Contingencies, page 116

5. Please clarify the accounting treatment for your agreement with Fannie Mae
under the Delegated Underwriting and Serv icing Lender Program and include the
accounting literature you reli ed upon in determining how transactions under this
program are recorded in your financial statements.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit your response letter on

CB Richard Ellis Group, Inc.
Page 3 of 3
EDGAR. Please understand that we may have additional comments after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 You may contact Jorge L. Bonilla at ( 202) 551-3414 or me at (202) 551-3413 if
you have any questions,
                                                                                  Sincerely,
                                                                                                                                                                                                                                                                        Cicely LaMothe                                                                                   Branch Chief

Mail Stop 4561
April 3, 2008

Kenneth J. Kay Chief Financial Officer 11150 Santa Monica Boulevard, Suite 1600 Los Angeles, California 90025
Re: CB Richard Ellis Group Inc
  Form 8-K, Item 4.01   Filed March 18, 2008
File No. 001-32205
 Dear Mr. Kay:
We have completed our review of your Fo rm 8-K and do not, at this time, have
any further comments.
You may contact the unde rsigned at (202) 551-3472 if you have questions.

Sincerely,

Yolanda Crittendon   Staff Accountant

CORRESP
1
filename1.htm

SEC Response Letter

 Kenneth J. Kay

 Senior Executive Vice President

 Chief Financial Officer

 CB Richard Ellis Group, Inc.

 11150 Santa Monica Boulevard

 Suite 1600

 Los Angeles, CA 90025

 310 405 8905 Tel

 310 405 8925 Fax

 kenneth.kay@cbre.com

 www.cbre.com

 April 1, 2008

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Yolanda Crittendon

Re:
CB Richard Ellis Group, Inc. Form 8-K filed March 18, 2008

File No. 1-32205

 Dear Ms. Crittendon:

 Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to
the above referenced Form 8-K filed March 18, 2008 (the “Form 8-K”) of CB Richard Ellis Group, Inc. (the “Company”) in the letter dated March 19, 2008, addressed to Kenneth J. Kay, Chief Financial Officer of the
Company. Set forth below is the Staff’s comment and Company’s response.

Item 4.01
Form 8-K

 Exhibit 16

1.
We note the disclosure of a letter from your former independent accountant regarding its concurrence with the statements made by you in a report dated March 18, 2008. Please
amend your filing to disclose a letter from your former independent accountant regarding its concurrence or disagreement with the statements made by you in the current report dated March 12, 2008, concerning the resignation of your principal
accountant.

 Company Response

 The reported event occurred on March 12, 2008. On March 18, 2008, the Company filed a report on Form 8-K, which included the requisite letter from the Company’s former auditor referencing the Form 8-K filed on March 18,
2008. We understand the Staff is making a distinction between when the report was “filed” and when it was “dated”. The Company respectfully submits to the Staff that if it changes its independent accountants in the future, it
will request that its independent accountants, in their letter regarding their concurrence or disagreement with the statements made in any related Form 8-K that we file, refer to such Form 8-K as of the date it was “filed”.

 In connection with responding to your comments, we acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 In the event you have any additional questions, please contact me directly at (310) 405-8905.

Sincerely,

/s/ Kenneth J. Kay

 Kenneth J. Kay

 Chief Financial
Officer

Mail Stop 4561
March 19, 2008

Kenneth J. Kay Chief Financial Officer 11150 Santa Monica Boulevard, Suite 1600 Los Angeles, California 90025
Re: CB Richard Ellis Group Inc
  Form 8-K, Item 4.01   Filed March 18, 2008
File No. 001-32205
 Dear Mr. Kay:
We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us in formation so we may better understand your
disclosure.  After reviewing this inform ation, we may or may not raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 4.01, Form 8-K

Exhibit 16

1. We note the disclosure of a letter from your former independent accountant regarding its concurrence with the st atements made by you in a report dated
March 18, 2008.  Please amend your filing to disclose a letter from your
former independent accountant regardi ng its concurrence or disagreement
with the statements made by you in the current report dated March 12, 2008,
concerning the resignation of your principal accountant.

*    *    *    *

Kenneth J. Kay
CB Richard Ellis Group Inc March 19, 2008 Page 2
As appropriate, amend your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover lett er on EDGAR.  Please understand that we may
have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ƒ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

ƒ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

ƒ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact the unde rsigned at (202) 551-3472 if you have questions.

Sincerely,

Yolanda Crittendon   Staff Accountant

February 13, 2008  Mail Stop 3561

By U.S. Mail and facsimile to (310) 405-8925

Larry Midler Executive Vice President and General Counsel CB Richard Ellis Group Inc. 100 North Sepulveda Blvd., Suite 1050 El Segundo, CA 90245

Re: CB Richard Ellis Group Inc.
 Definitive 14A
Filed April 24, 2007
 File No. 1-32205

Dear Mr. Midler:
  We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response letters  or any disclosure you includ e in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3357 with any questions.
Sincerely,

Pam Howell Special Counsel

CORRESP
1
filename1.htm

Response Letter

Laurence H. Midler

11150 Santa Monica Boulevard

Executive Vice President

Suite 1600

General Counsel

Los Angeles, CA 90025

CB Richard Ellis Group, Inc.

 310 405 8910 Tel

 310 405 8925
Fax

 larry.midler@cbre.com

 www.cbre.com

 January 31, 2008

 VIA EDGAR AND FACSIMILE

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3591

 Attention: Pam Howell

Re:
CB Richard Ellis Group, Inc.

 Definitive Schedule 14-A

 Filed April 24, 2007

 File No. 1-32205

 Dear Ms. Howell:

 This letter is in response to the comment of the Staff of the Securities and Exchange Commission (the “SEC” or the “Staff”) set forth in the Staff’s letter dated December 12, 2007 addressed to CB Richard Ellis
Group, Inc. (the “Company”), regarding the Company’s executive compensation and other related disclosure in its Definitive Schedule 14-A filed April 24, 2007 (the “Schedule 14-A”) and referencing the response provided
by the Company to the comments set forth in the Staff’s initial letter dated August 21, 2007. Provided below are the Staff’s comment and the Company’s response. Capitalized terms not otherwise defined herein have the meanings
given to them in the Schedule 14-A.

 1. We reissue comment seven from our
letter dated August 21, 2007. You have not provided a detailed analysis as to why disclosure of the targets would result in competitive harm. You have simply stated that you believe that the specific targets are “proprietary, competitive
information that should not be disclosed publicly.” Please either provide us with a detailed explanation for your conclusion that disclosure of the targets would result in competitive harm or disclose such information in future
filings.1

 1

 Comment seven from the Staff’s letter dated August 21, 2007 reads as follows:

 Securities and Exchange Commission

 January 31, 2008

  Page
 2

 Response: The Company has determined that it will disclose financial targets for the prior
year to the extent material to understanding the compensation for the prior year. For example, in the 2008 proxy statement we intend to disclose the EBITDA targets for 2007.

 However, the Company does not believe that it is required to disclose targets for the current year, and that disclosure of those targets would cause
competitive harm to the Company, for the reasons indicated below. For example, in the 2008 proxy statement we do not intend to disclose EBITDA targets for 2008.

 Relevance of Current Year Targets. Instruction 2 of Item 402(b) of Regulation S-K states that the compensation discussion and analysis “should also cover actions regarding executive compensation that
were taken after the registrant’s last fiscal year’s end.” Instruction 2 further provides that “[a]ctions that should be addressed might include, as examples only, the adoption or implementation of new or modified programs and
policies or specific decisions that were made or steps that were taken that could affect a fair understanding of the named executive officer’s compensation for the last fiscal year.” Question 3.03 of the Item 402 Regulation S-K
Interpretations, as well as recent Staff guidance, also indicate that companies are only required to include disclosure about actions regarding executive compensation taken in a period after a completed fiscal year where such information is material
to an understanding of a named executive officer’s compensation for the completed fiscal year.

 Awards under the Company’s short
term or annual incentive bonus plans, such as the 2006 Executive Bonus Plan (the “2006 EBP”) and the 2007 Executive Bonus Plan (the “2007 EBP”), are made on an annual basis and are based on specific financial and operational
thresholds and EBITDA targets created exclusively for the fiscal year of the award. The bonuses paid to the Company’s named executive officers under the Executive Bonus Plan in

 ‘You have not provided quantitative disclosure of
the terms of the necessary targets to be achieved for your executive officers to earn their short-term or annual incentive compensation. Please disclose the specific target EBITDA used to determine incentive amounts or provide a supplemental
analysis as to why such disclosure may be omitted pursuant to Instruction 4 to Item 402(b) of Regulation S-K. In addition, you state that 20% of this compensation is based upon strategic measures, which “includes EBITDA margin plus other
qualitative measures.” Please note that qualitative goals generally need to be presented to conform to the requirements of Item 402(b)(2)(v) of Regulation S-K. Lastly, we note the statement that your target of financial performance, in
your opinion, “represents aggressive goal setting.” To the extent that it is appropriate to omit specific targets, please provide disclosure pursuant to Instruction 4 to Item 402(b) of Regulation S-K. General statements regarding the
level of difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient. In discussing how likely it will be for the company to achieve the target level or other factors, provide as much detail
as necessary without providing information that poses a reasonable risk of competitive harm. Provide similar disclosure or analysis relating to the financial and strategic measures established for 2007, as referenced on page 31.’

 Securities and Exchange Commission

 January 31, 2008

  Page
 3

 any given year are not affected by the financial and operational thresholds and targets set in subsequent years for
subsequent year bonus awards. Therefore, disclosure of the confidential financial and operational thresholds and targets for a subsequent fiscal year’s award is not material to a fair understanding of the named executive officer’s
compensation for the preceding fiscal year.

 Confidentiality of Current Year Targets. Notwithstanding the foregoing, even assuming
that the current year targets are subject to disclosure pursuant to Instruction 2 of Item 402(b) of Regulation S-K, such disclosure would cause competitive harm to the Company and could have been omitted pursuant to Instruction 4 to
Item 402(b). The Company transacts business in the highly competitive commercial real estate services industry, and the public disclosure of the current year targets would cause substantial economic harm to the competitive position of the
Company and is precisely the type of information protected and not required to be disclosed under National Parks and Conservation Association v. Morton, 498 F.2d 765 (D.C. Cir. 1974) and Burke Energy Corporation v. Department of
Energy, 583 F.Supp. 507 (1984).

 The disclosure of these targets and other projected performance objectives would materially impair the
Company’s ability to compete effectively in its industry by providing competitors with valuable insight into the Company’s internal financial goals, thereby enabling competitors to gain an unfair advantage while negatively impacting the
Company’s ability to compete on equal footing. Similarly, disclosing such confidential thresholds and targets and other projected performance objectives could impair the Company’s ability to market its services on a competitive basis or
the Company’s bargaining position in strategic transactions with other companies. Finally, providing competitors with this information regarding the Company’s compensation strategies would enable them to offer aggressive compensation
packages to recruit key members of the Company’s management team, upon whom the Company’s continued success depends, and also could adversely impact the Company’s ability to attract new management talent. Accordingly, the
Company’s competitive position would be severely compromised by the disclosure of such targets.

 We also believe that the disclosure
of the Company’s internal projections that are the basis for awards not yet earned may be misleading to investors and others and could be interpreted as the Company providing guidance to the street about its financial expectations, which places
additional burdens on the Company and has unfavorable and unintended consequences. As a public company, the Company periodically provides certain information and guidance regarding its business and results of operations. Its targets for incentive
award purposes may or may not coincide with the Company’s actual or expected performance and resulting guidance. Investors and others would not have access to all of the information related to the development of those specific internal targets
and performance objectives, such that disclosure of these may lead investors and others to make various assumptions about the Company’s business that may not be accurate and could lead to confusion regarding the actual expected

 Securities and Exchange Commission

 January 31, 2008

  Page
 4

results. Moreover, if those targets are in the public domain prior to completion of the performance period and the Company fails to achieve them, it is more
likely that the Company’s stock price will be more volatile and this could, in turn, adversely affect the Company’s ability to compete for talent and could involve the Company in costly litigation or disputes.

 Conclusion. Based on Instruction 2 to Item 402(b) of Regulation S-K, the Company anticipates that financial and operational thresholds and
targets for future fiscal years will not be subject to disclosure under Instruction 2 of Item 402(b) of Regulation S-K and, consequently, that such confidential thresholds and targets will not be disclosed in future filings.

 * * * * *

 In the event you have any
additional questions, please contact me directly at (310) 405-8910.

Sincerely,

/s/ Larry Midler

Larry Midler

CORRESP
1
filename1.htm

SEC Correspondence

 Two Palo Alto Square, Suite 100

 3000 El Camino Real

 Palo Alto, California 94306

 Brian D. McAllister

 Senior Vice
President

 Deputy General Counsel

 T 650 494 5133

 F 650 494 5102

 Brian.McAllister@cbre.com

 www.cbre.com

 January 23, 2008

 Pam Howell

 Special Counsel

 United States

Securities and Exchange Commission

 Washington, DC 20549

Re:
CB Richard Ellis Group, Inc.

 Definitive 14A

 Filed April 24, 2007

 File No. 1-32205

 Dear Ms. Howell:

 This letter is in regard to the comment of the Staff of the Securities and Exchange Commission (“SEC”) to CB Richard Ellis Group, Inc. (the “Company”) dated December 12, 2007. Due to end of year schedules, the
Company requests an extension in order to have sufficient time to more fully respond to the SEC’s comment . The Company intends to respond to the SEC no later than January 31, 2008.

Sincerely,

/s/ Brian McAllister

cc:
Larry Midler

December 12, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (310) 405-8925

Larry Midler Executive Vice President and General Counsel CB Richard Ellis Group Inc. 100 North Sepulveda Blvd., Suite 1050 El Segundo, CA 90245

Re: CB Richard Ellis Group Inc.
 Definitive 14A
Filed April 24, 2007
 File No. 1-32205

Dear Mr. Midler:

We have reviewed your response letter  dated October 5, 2007 and have the
following comment.  Please respond to our comment by December 26, 2007 or tell us by
that time when you will provide us with a re sponse.  If the comment requests revised
disclosure in future filings, please confir m in writing that you will comply with the
comment in your future filings and also e xplain to us how you intend to comply.  We
welcome any questions you may have about our  comment or any other aspect of our
review.
1. We reissue comment seven from our le tter dated August 21, 2007.  You have not
provided a detailed analysis as to why di sclosure of the targets would result in
competitive harm.  You have simply stated  that you believe that the specific
targets are “proprietary, competitive information that should not be disclosed publicly.”  Please either provide us with a detailed explanation for your
conclusion that disclosure of the target s would result in co mpetitive harm or
disclose such information in future filings.

Please contact me at (202) 551-3357 with any questions.

 Sincerely,
Pam Howell Special Counsel

CORRESP
1
filename1.htm

SEC Response Letter

Laurence H. Midler

11150 Santa Monica Boulevard

 Executive Vice President

Suite 1600

 General Counsel

Los Angeles, CA 90025

 CB Richard Ellis Group, Inc.

310 405 8910 Tel

310 405 8925 Fax

larry.midler@cbre.com

www.cbre.com

 October 5, 2007

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Pam Howell

Re:
CB Richard Ellis Group, Inc.

 Definitive 14A

Filed April 24, 2007

 File
No. 1-32205

 Dear Ms. Howell:

 Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to the above referenced definitive 14A proxy statement filed on April 24, 2007 (the
“Proxy Statement”) of CB Richard Ellis Group, Inc. (the “Company”) in the letter dated August 21, 2007, addressed to Brett White, President and Chief Executive Officer of the Company. Set forth below are the Staff’s
comments and the Company’s responses.

 Compensation Committee Interlocks and Insider Participation, page 15

1.
Provide the disclosure required by Item 407(e)(4)(i)(C) of Regulation S-K, rather than simply cross-referencing to the Related Party Transactions Section. This disclosure is
required to accompany the identification of the directors in this section.

 Company Response

 We included this disclosure beginning at page 47 of the Proxy Statement and we intend to include this disclosure in next year’s proxy statement under
the heading “Compensation Committee Interlocks and Insider Participation”, as well, pursuant to the comment. Had we

 Securities and Exchange Commission

 October 5, 2007

  Page
 2

included the disclosure under this section this year, there would have been no additional disclosures beyond the information provided by cross reference.

 Director Independence, page 17

2.
Provide the disclosure required by Item 407(a)(3) of Regulation S-K. For each director and nominee for director that is identified as independent, describe, by specific
category or type, any transactions, relationships or arrangements not disclosed pursuant to Item 404(a) that were considered by the board of directors under the applicable independence definitions in determining that the director is
independent. The current disclosure simply indicates that the named directors are independent under the standards set forth, but does not address whether any of these transactions, relationships or arrangements were considered in making this
determination.

 Company Response

 We identify the Company’s independent directors on page 11 of the Proxy Statement. They are: Richard Blum, Patrice Marie Daniels, Senator Thomas Daschle, Curtis Feeny, Bradford Freeman, Michael Kantor, Frederic Malek, Jane Su and Gary
Wilson. In 2005, the Board of Directors (the “Board”) adopted standards for pre-determining categories of transactions that would not require an independence determination by the Board. These standards are on page 17-18 of the Proxy
Statement. In 2006, no specific transactions or relationships fell outside of these categorical standards requiring a separate Board evaluation. In the “Director Independence” section of the 2008 proxy statement, we intend to
affirmatively identify whether any transactions or relationships required separate Board evaluation for purposes of an independence determination, and if so the nature of those transactions.

 Compensation Discussion and Analysis, page 25

3.
When discussing the compensation program objectives, clarify the policies for allocating between long term and currently paid out compensation and for allocating between cash and
non-cash compensation. See Item 402(b)(2)(i) and (ii) of Regulation S-K.

 Company Response

 We respectfully submit that the disclosures on pages 25-26 of the Proxy Statement sufficiently describe the Company’s existing process for allocating
between long term and currently paid out compensation and for allocating between cash and non-cash compensation. The Compensation Committee considers compensation levels among the companies identified

 Securities and Exchange Commission

 October 5, 2007

  Page
 3

as peer group companies (“Peer Group Companies”) in the Proxy Statement and our relative performance as compared to those companies when
setting the individual components of compensation for our executive officers. (See page 26 of the Proxy Statement)

 As discussed in the
Proxy Statement, compensation for our CEO, CFO and other named executive officers (“NEOs”) consists of annual base pay, an annual cash performance award and an annual equity award consisting of stock options and restricted stock.

•

 Base salaries are generally set at the market median of the Peer Group Companies. We believe the median represents the competitive baseline that must be paid in
order to attract and retain the skills and experience necessary for these complex roles.

•

 Cash performance awards are intended to incentivize achievement of short and long-term goals.

•

 Equity awards are intended to incentivize achievement of long-term goals, align the executive’s interests and incentives with our stockholders’ interests
and serve as a retention tool.

 The Compensation Committee believes that a significant portion of executive compensation
should be in the latter two categories when compared to base salary, which is generally similar to the approach taken by the Peer Group Companies. The Compensation Committee determines the targets for cash performance awards under the Company’s
Executive Bonus Plan (the “EBP”) and the amount of specific equity awards based on advice from its outside consultant regarding market parameters within the Peer Group Companies and other subjective factors, including an assessment
of business unit financial performance, individual past performance, potential future performance and retention risk. Actual payouts under the EBP will differ from targets based on financial and subjective factors as described below, in the
following question and on page 27 of the Proxy Statement. In 2007, achievement of the cash performance award for all executive officers will be based 80% on the satisfaction of financial goals, which are EBITDA-based, and 20% on the achievement of
strategic measures. (See pages 26-28 and 30-31 of the Proxy Statement) We intend to include in the 2008 proxy statement disclosure substantially similar to that above.

 The Compensation Committee approves financial goals and strategic measures under the EBP for each executive officer in the first quarter of each year. As discussed below in the Company’s response to
Question 7, we do not disclose the specific EBITDA targets for the financial goals given their competitively sensitive nature and our concern that disclosure of these goals may provide competitors with insight into our plans.

 Securities and Exchange Commission

 October 5, 2007

  Page
 4

 Compensation Discussion and Analysis, page 25

4.
You state on page 26 that your “pay practices are highly differentiated based on individual performance, leadership and potential.” Please disclose how the specific forms
of compensation are structured and implemented to reflect each named executive officer’s individual performance and/or individual contribution to these items of the registrant’s performance, describing the elements of individual
performance and/or contribution that are taken into account. See Item 402(b)(2)(vii) of Regulation S-K.

 Company Response

 Please see our response in the immediately preceding question and the disclosures on pages 26-28 and 30-31 of the Proxy Statement. In
addition, we intend to provide in the 2008 proxy statement expanded disclosure of the strategic measures component of the EBP, e.g., depending on the executive officer, historically these have been based on succession planning, development of
multi-year business plans, leadership in ethics and diversity efforts, mergers & acquisitions, EBITDA margin, successful recruitment and retention efforts, integration efforts related to acquisitions, management of an efficient budgeting
process, and management of planned capital expenditure costs.

 Compensation Discussion and Analysis, page 25

5.
We refer you to Release 33-8732A, Section II.B.1. As noted therein, the Compensation Discussion and Analysis should be sufficiently precise to identify material differences in
compensation policies with respect to individual executive officers. Please explain the reasons for the differences in the amounts of compensation awarded to the named executive officers. For example, Mr. White received the highest base salary
of $650,000, which was approximately $150,000 above that of the next highest base salary paid, and approximately $2 million in non-equity incentive plan compensation, which was over $1 million more than the next highest paid award under the plan. We
direct your attention to Item 402(b)(2)(vii) of Regulation S-K.

 Company Response

 Please see our response in the immediately preceding question. We use the same policy for determining compensation for all NEOs. As discussed above, base
salaries are generally set at the market median of the Peer Group Companies. The Compensation Committee sets the size of incentive compensation opportunities (targets) based on advice from

 Securities and Exchange Commission

 October 5, 2007

  Page
 5

its outside consultant regarding market parameters within the Peer Group Companies and for the specific position in question. The reason
Mr. White’s base salary and annual incentive award were significantly above that of the next highest paid executive is partly a function of the competitive market data, which indicates that CEOs are paid significantly higher than other
executives. In addition to market data, the Compensation Committee also considers a number of factors relating to each executive officer, including individual performance, job responsibilities, experience level and ability when setting the
compensation of executive officers. The higher compensation of Mr. White as our CEO reflects the Compensation Committee’s view that as CEO, he bears ultimate responsibility for global results and the overall success of the Company. The
Compensation Committee believes in a pay-for-performance model, and given the Company’s strong financial performance and resulting benefit to stockholders, that compensation levels were appropriately set.

 Compensation Discussion and Analysis, page 25

6.
Disclose in greater detail the role of the CEO in the compensation process. See Item 402(b)(2)(xv) of Regulation S-K.

 Company Response

 Mr. White meets with the
Compensation Committee’s consultant to provide information about the Company and industry helpful in conducting an accurate Peer Group Company benchmarking survey. In addition, Mr. White is given an opportunity to review the
consultant’s report to the Compensation Committee and provide the committee with commentary on certain portions of the report. He also attends, at the invitation of the Compensation Committee, portions of its meetings when the performance of
the executive officers who report directly to him and other Section 16 officers is discussed. During these meetings, he provides an assessment of their performance and recommends a payout of some or all of the compensation recommended by the
compensation consultant. The Compensation Committee makes all ultimate compensation decisions, incorporating both the feedback from the compensation consultant and Mr. White. He does not attend discussions where his performance is evaluated or
make recommendations on his own compensation. However, as described on page 27 of the Proxy Statement, he did request that the Compensation Committee re-allocate to certain other executive officers the over-performance portion of his performance
award related to his 2006 strategic measures. We intend to expand the disclosure in the 2008 proxy statement to further clarify Mr. White’s role in the compensation process.

 Short-term or annual incentive bonuses, page 27

7.
 You have not provided quantitative disclosure of the terms of the necessary targets to be achieved for your executive officers to earn their short-term or

 Securities and Exchange Commission

 October 5, 2007

  Page
 6

annual incentive compensation. Please disclose the specific target EBITDA used to determine incentive amounts or provide a supplemental analysis as to why
such disclosure may be omitted pursuant to Instruction 4 to Item 402(b) of Regulation S-K. In addition, you state that 20% of this compensation is based upon strategic measures, which “includes EBITDA margin plus other qualitative
measures.” Please note that qualitative goals generally need to be presented to conform to the requirements of Item 402(b)(2)(v) of Regulation S-K. Lastly, we note the statement that your target financial performance, in your opinion,
“represents aggressive goal setting.” To the extent that it is appropriate to omit specific targets, please provide disclosure pursuant to Instruction 4 to Item 402(b) of Regulation S-K. General statements regarding the level of
difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient. In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as
necessary without providing information that poses a reasonable risk of competitive harm. Provide similar disclosure or analysis relating to the financial and strategic measures established for 2007, as referenced on page 31.

 Company Response

 With respect to financial goal-based performance awards, we believe our specific EBITDA targets are proprietary, competitive information that should not be disclosed publicly. We do, however, provide the breakdown between quantitative and
qualitative factors and the quantitative formulae for determining financial goal-based performance awards in the EBP, which is publicly filed with the SEC, and on page 27 of the Proxy Statement. The EBITDA targets used for cash performance awards
are approved by the Board as part of the Company’s budget after rigorous review; these targets do not differ from the Board-approved budgets for the Company. The Board believes in good faith that it sets aggressive targets that align the
interests of our executive officers with Company goals and provide substantial value to our stockholders upon achievement.

 Our strategic
measure-based performance awards have, depending on the executive officer, been based on succession planning, development of multi-year business plans, leadership in ethics and diversity efforts, mergers & acquisitions, EBITDA margin,
successful recruitment and retention efforts, integration efforts related to acquisitions, management of an efficient budgeting process, and management of planned capital expenditure costs. We intend to clarify this disclosure in the 2008 proxy
statement.

 Securities and Exchange Commission

 October 5, 2007

  Page
 7

 Long term incentives, page 28

8.
It is unclear how the company determines the amount (or formula) for the long-term incentive stock options and restricted stock. The disclosure currently indicates that long-term
incentives are targeted at the market median for your peer group. Please clarify and explain whether there are specific objective performance-related factors that are used to determine the incentive awards. These awards are being made pursuant to
the 2004 Stock Incentive Plan, which is designed to qualify as “performance based compensation.”

 Company Response

 As described on page 28 of the Proxy Statement, executive officer grant guidelines are determined by the Compensation Committee. The
Compensation Committee’s independent consultant utilizes a benchmarking study to recommend an overall equity target dollar value for each of the execu

CORRESP
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SEC Letter

 LEGAL SERVICES

Brian D. McAllister

1150 Santa Monica Blvd., Suite 1600

Senior Vice President

Los Angeles, CA 90025

Deputy General Counsel

 T 310.405.8926

 F 310.405.8925

 Brian.McAllister@cbre.com

 September 21, 2007

 Pam Howell

 Special Counsel

 United States

 Securities and
Exchange Commission

 Washington, DC 20549

Re:

CB Richard Ellis Group, Inc.

Definitive 14A

Filed April 24, 2007

File No. 1-32205

 Dear Ms. Howell:

 This is to confirm that you have extended the deadline to October 5, 2007 for CB Richard Ellis Group, Inc. to respond to your August 21, 2007 letter to Brett White. We requested this extension to permit the Company to more fully
respond to the SEC’s request and provide members of our management time to review and contribute to the response.

Sincerely,

 /s/ Brian McAllister

cc: Larry Midler

August 21, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (310) 405-8950

Brett White President and Chief Executive Officer CB Richard Ellis Group Inc. 100 North Sepulveda Blvd., Suite 1050 El Segundo, CA 90245

Re: CB Richard Ellis Group Inc.
 Definitive 14A
Filed April 24, 2007
 File No. 1-32205

Dear Mr. White:
 We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s  focused review of executive compensation
disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Brett White
CB Richard Ellis Group Inc  August 21, 2007 Page 2  Compensation Committee Interlocks a nd Insider Participation, page 15

1. Provide the disclosure requi red by Item 407(e)(4)(i)(C) of Regulation S-K, rather
than simply cross-referencing to the Re lated Party Transactio ns Section.  This
disclosure is required to accompany the id entification of the directors in this
section.

Director Independence, page 17
2. Provide the disclosure required by Item 407(a)(3) of Regulation S-K.  For each
director and nominee for dire ctor that is identified as  independent, describe, by
specific category or type, any transacti ons, relationships or arrangements not
disclosed pursuant to Item 404(a) that were considered by the board of directors
under the applicable independence definitions  in determining that the director is
independent.  The current disclosure simply  indicates that the named directors are
independent under the standards set forth, but does not address whether any of
these transactions, relationships or arra ngements were considered in making this
determination.

Compensation Discussion and Analysis, page 25
3. When discussing the compensation program  objectives, clarify the policies for
allocating between long-term and curre ntly paid out compensation and for
allocating between cash and non-cash comp ensation.  See Item 402(b)(2)(i) and
(ii) of Regulation S-K.
4. You state on page 26 that your “pay pr actices are highly di fferentiated based on
individual performance, leadership a nd potential.”  Please disclose how the
specific forms of compensation are struct ured and implemented to reflect each
named executive officer’s individual perf ormance and/or individual contribution
to these items of the registrant’s pe rformance, describing the elements of
individual performance and/or contributi on that are taken into account.  See Item
402(b)(2)(vii) of Regulation S-K.
5. We refer you to Release 33-8732A, Sec tion II.B.1.  As noted therein, the
Compensation Discussion and Analysis shoul d be sufficiently precise to identify
material differences in compensation policies with respect to individual executive officers.  Please explain the reasons for the differences in the amounts of
compensation awarded to the named executive officers.  For example, Mr. White received the highest base salary of $650,000, which was approximately $150,000
above that of the next highest base sala ry paid, and approximately $2 million in
non-equity incentive plan compensation, which was over $1 million more than the next highest paid award under the plan.  We direct your attention to Item
402(b)(2)(vii) of Regulation S-K.

Brett White
CB Richard Ellis Group Inc  August 21, 2007 Page 3
6. Disclose in greater detail the role of the CEO in the compensation process.  See
Item 402(b)(2)(xv) of Regulation S-K.

Short-term or annual incentive bonuses, page 27

7. You have not provided quantitative disc losure of the terms of the necessary
targets to be achieved for your executiv e officers to earn their short-term or
annual incentive compensation.  Please disc lose the specific target EBITDA used
to determine incentive amounts or provide a supplemental analysis as to why such disclosure may be omitted pursuant to Inst ruction 4 to Item 402(b) of Regulation
S-K.  In addition, you state that 20% of this compensation is based upon strategic
measures, which “includes EBITDA margin  plus other qualitative measures.”
Please note that qualitative goals generally need to be presented to conform to the
requirements of Item 402(b)(2)(v) of Re gulation S-K.   Lastly, we note the
statement that your target financial pe rformance, in your opinion, “represents
aggressive goal setting.”  To the extent  that it is appropriate to omit specific
targets, please provide disclosure pursua nt to Instruction 4 to Item 402(b) of
Regulation S-K.  General statements rega rding the level of difficulty, or ease,
associated with achieving performance goals  either corporately or individually are
not sufficient.  In discussing how likely it will be for the company to achieve the
target levels or other fa ctors, provide as much detail as necessary without
providing information that poses a reasona ble risk of competitive harm.  Provide
similar disclosure or analysis relating to the financial and strategic measures
established for 2007, as referenced on page 31.

Long-term incentives, page 28

8. It is unclear how the company determin es the amount (or formula) for the long-
term incentive stock options and restri cted stock.  The disclosure currently
indicates that long-term incen tives are targeted at the ma rket median for your peer
group.  Please clarify and explain wh ether there are specific objective
performance-related factors that are us ed to determine the incentive awards.
These awards are being made pursuant to the 2004 Stock Incen tive Plan, which is
designed to qualify as “performance based compensation.”

Changes to our compensation program in 2007
9. You state that you replaced the compen sation consultant in December 2006.
Name the prior compensation consulta nt and discuss their role in the
compensation process for 2006.  See Item  407(e)(3)(iii) of Regulation S-K.

Brett White
CB Richard Ellis Group Inc  August 21, 2007 Page 4  Summary Compensation Table, page 32

10. Mr. Nugent was Executive Vice-President of your subsidiary CB Richard Ellis
Inc. as of your annual report for 2005.  It  appears that it may be appropriate to
include Mr. Nugent in the tabl e.  We direct your attenti on to Instruction 2 to Item
402(a)(3) of Regulation S-K regarding the inclusion of an executive officer of a
subsidiary.  In addition, if Mr. Nugent is no longer Executive Vice-President for
your subsidiary, he may fall within the re quirements of Item 402( a)(3)(iv).  Please
tell us what consideration you gave to this matter.

Non-Qualified Deferred Compensation, page 40
11. Clarify the type(s) of compensation perm itted to be deferred, and any limitations
(by percentage of compensation or otherwis e) on the extent to which deferral is
permitted.  See Item 402(i)(3 )(i) of Regulation S-K.
12. Disclose the material terms with resp ect to payouts, withdrawals and other
distributions, as required by Item 402(i)(3)( iii) of Regulation S-K.  For example,
state whether distribu tions are made in a lump sum payment or installments.
Also, clarify the “limited flexibility” to change distribution elections once made.
Lastly, disclose the material terms of the Trammell Crow Company DCP.

Related Party Transactions, page 47
13. Name the stockholders affiliated with Blum  Capital Partners that as a group own
14.2% of the outstanding Class A common stock.  See Item 404(a)(1) of
Regulation S-K.

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

Brett White
CB Richard Ellis Group Inc  August 21, 2007 Page 5
• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3357 with any questions.

Sincerely,

Pam Howell Special Counsel

Mail Stop 4561
June 22, 2006

Mr. Kenneth J. Kay
Chief Financial Officer
CB Richard Ellis Group, Inc.
100 N. Sepulveda Blvd., Suite 1050
El Segundo, CA 90245

 Re: CB Richard Ellis Group, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2005
  File No. 1-32205

Dear Mr. Kay:

We have completed our review of your Form 10-K and do not, at this time, have
any further comments.

 Sincerely,

Linda van Doorn
Senior Assistant Chief
Accountant

CORRESP
1
filename1.htm

SEC Response Letter

 Kenneth J. Kay

 Senior Executive Vice President

 Chief Financial Officer

 CB Richard Ellis Group, Inc.

 100 N. Sepulveda Boulevard

 Suite 1050

 El Segundo, CA 90245

 310 606 4706 Tel

 310 606 4701 Fax

 kenneth.kay@cbre.com

 www.cbre.com

 June 15, 2006

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Linda van Doorn

Re:
CB Richard Ellis Group, Inc.

 Form 10-K for the Fiscal
Year Ended December 31, 2005

 File No. 1-32205

 Dear Ms. van Doorn:

 Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended
December 31, 2005 (the “Form 10-K”) of CB Richard Ellis Group, Inc. (the “Company”) in the letter dated June 1, 2006, addressed to Kenneth J. Kay, Chief Financial Officer of the Company. Set forth below are the
Staff’s comment and Company’s response.

 Item 7 Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 Segment Operations, page 42

1.
We note that the Company has not included EBITDA on a segment basis in Note 20 to the financial statements and therefore the guidance in question 18 of the June 13, 2003 FAQ
Regarding the Use of Non-GAAP Financial Measures is not applicable. If the Company continues to report EBITDA on a segment basis the Non-GAAP performance measure should be reconciled to net income as discussed in question 15 of the FAQ.

 Company Response

 The Company respectfully submits to the Staff that if it elects to continue to report EBITDA on a segment basis, it will reconcile it to net income in its
future filings. If the Company determines that it is impractical to reconcile EBITDA to net income by segment, the Company will cease reporting EBITDA on a segment basis.

 In the event you have any additional questions, please contact me directly at (310) 606-4700.

 Sincerely,

 /s/ Kenneth J. Kay

 Kenneth J. Kay

 Chief Financial Officer

Mail Stop 4561
June 1, 2006

Mr. Kenneth J. Kay
Chief Financial Officer
CB Richard Ellis Group, Inc.
100 N. Sepulveda Blvd., Suite 1050
El Segundo, CA 90245

 Re: CB Richard Ellis Group, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2005
  File No. 1-32205

Dear Mr. Kay:

We have reviewed your response letter dated May 19, 2006 and have the
following additional comment.  In our comment, we ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 7 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Segment Operations, page 42

1. We note that the Company has not included EBITDA on a segment basis in Note 20 to the financial statements and therefore the guidance in question 18 of the June 13, 2003 FAQ Regarding the Use of Non-GAAP Financial Measures is not applicable.  If the Company continues to report EBITDA on a segment basis the Non-GAAP performance measure should be reconciled to net income as discussed in question 15 of the FAQ.

Mr. Kenneth J. Kay
CB Richard Ellis Group, Inc.
June 1, 2006 Page 2

Please respond to the comment included in this letter within ten business days.  If
you have any questions, you may contact Thomas Flinn, Staff Accountant, at (202) 551-3469 or the undersigned at (202) 551-3498 if you have questions.

 Sincerely,

Linda van Doorn
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

Kenneth J. Kay

100 N. Sepulveda Boulevard

Senior Executive Vice President

Suite 1050

Chief Financial Officer

El Segundo, CA 90245

CB Richard Ellis Group, Inc.

310 606 4706 Tel

310 606 4701 Fax

kenneth.kay@cbre.com

www.cbre.com

 May 19, 2006

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Linda van Doorn

Re:
CB Richard Ellis Group, Inc.

 Form 10-K for the Fiscal
Year Ended December 31, 2005

 File No. 1-32205

 Dear Ms. van Doorn:

 Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “SEC” or the “Staff”) with respect to the above referenced annual report on Form 10-K for the fiscal year ended
December 31, 2005 (the “Form 10-K”) of CB Richard Ellis Group, Inc. (the “Company”) in the letter dated May 5, 2006, addressed to Kenneth J. Kay, Chief Financial Officer of the Company. Set forth below are the
Staff’s comment and the Company’s response.

 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Segment Operations, page 42

1.
Reference is made to your reconciliation of segment operating income to EBITDA. Please tell us how you determined segment operating income is a reconcilable measure under
Item 10(e) of Regulation S-K. In addition, please refer to the June 13, 2003 FAQ Regarding the Use of Non-GAAP Financial Measures.

 Company Response

 The Company respectfully submits to the Staff that the Company believes that reconciling segment EBITDA to segment operating income is appropriate.
Segment net income is not a financial measure that the Company calculates. As discussed in the Form 10-K, since the Company does not allocate net interest expense, loss on extinguishment of debt or provision for income taxes among the Company’s
segments, the Company believes the most directly comparable GAAP measure to segment EBITDA is segment operating income. Additionally, even if the Company did calculate segment net income, segment EBITDA would not be calculated any differently.

 It should be noted that the Company considered the guidance provided in the June 13, 2003 FAQ Regarding the Use of Non-GAAP Financial
Measures which in response to question 15 states that, “…EBITDA should be reconciled to net income as presented in the statement of operations under GAAP. Operating income would not be considered the most directly comparable GAAP financial
measure because…EBITDA makes adjustment(s) for items that are not included in operating income.” Based on this guidance, the Company does reconcile consolidated EBITDA to consolidated net income (located on page 37 of the Form 10-K).

 In connection with the above response the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

the Staff’s comments or the Company’s changes to its disclosures in response to the Staff’s letter do not foreclose the SEC from taking any action with respect to the
Company’s filings; and

•

the Company will not assert SEC comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

 In the event you have any additional questions, please contact me directly at (310) 606-4700.

Sincerely,

 /s/ Kenneth J. Kay

Kenneth J. Kay

Chief Financial Officer

Mail Stop 4561
May 5, 2006

Mr. Kenneth J. Kay
Chief Financial Officer
CB Richard Ellis Group, Inc.
100 N. Sepulveda Blvd., Suite 1050
El Segundo, CA 90245

 Re: CB Richard Ellis Group, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2005
  File No. 1-32205

Dear Mr. Kay:

We have reviewed your filing and have the following comment.  We have limited
our review of your filing to the issue we have addressed in our comment.  In our
comment, we ask you to provide us with information so we may better understand your disclosures.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 7 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Segment Operations, page 42

1. Reference is made to your reconciliation of segment operating income to EBITDA.  Please tell us how you determined segment operating income is a reconcilable measure under Item 10(e) of Regulation S-K.  In addition, please refer to the June 13, 2003 FAQ Regarding the Use of Non-GAAP Financial Measures.

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please file your response on Edgar.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required

Mr. Kenneth J. Kay
CB Richard Ellis Group, Inc.
May 5, 2006 Page 2

under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.

You may contact Thomas Flinn, Staff Accountant, at (202) 551-3469 or the
undersigned at (202) 551-3498 if you have questions.

 Sincerely,

Linda van Doorn
Senior Assistant Chief Accountant