6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: May 2023

Commission file number 001-36898

COLLIERS INTERNATIONAL GROUP INC.

(Translation of registrant’s name into English)

1140 Bay Street, Suite 4000

Toronto, Ontario, Canada

M5S 2B4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐        Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐         No ☒

If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b): N/A

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

****	COLLIERS INTERNATIONAL GROUP INC.
Date: May 5, 2023	/s/ Christian Mayer
	Name: Christian Mayer
	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Interim consolidated financial statements and management’s discussion & analysis for the three-month period ended March<br>31, 2023.

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Exhibit 99.1

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Page 2 of 23

Colliers International Group Inc.

Consolidated Statements of Earnings (Loss)

(Unaudited)

(in thousands of US dollars, except per share amounts)

	Three months
	ended March 31
	2023			2022
Revenues (note 20)	$	965,903		$	1,000,912
Cost of revenues (exclusive of depreciation and amortization shown below)		586,260			631,553
Selling, general and administrative expenses		281,539			250,712
Depreciation		12,649			12,049
Amortization of intangible assets		36,843			24,591
Acquisition-related items (note 7)		26,468			15,083
Loss on disposal of operations (note 5)		-			26,090
Operating earnings		22,144			40,834
Interest expense, net		22,832			6,318
Earnings from equity accounted investments		(3,154	)		(3,160	)
Other (income) expense		(166	)		32
Earnings before income tax		2,632			37,644
Income tax expense (note 17)		3,539			16,327
Net earnings (loss)		(907	)		21,317
Non-controlling interest share of earnings		10,941			8,516
Non-controlling interest redemption increment (note 14)		8,304			31,441
Net loss attributable to Company	$	(20,152	)	$	(18,640	)
Net loss per common share (note 15)
Basic	$	(0.47	)	$	(0.42	)
Diluted	$	(0.47	)	$	(0.42	)

The accompanying notesare an integral part of these interim consolidated financial statements.

Page 3 of 23

Colliers International Group Inc.

Consolidated Statements of Comprehensive Earnings (Loss)

(Unaudited)

(in thousands of US dollars)

	Three months
	ended March 31
	2023			2022
Net earnings (loss)	$	(907	)	$	21,317
Other non-comprehensive earnings (loss), net of tax:
Change in foreign currency translation		(3	)		(3,854	)
Reclassification of accumulated foreign currency translation on disposal of operations (note 5)		-			18,236
Unrealized gain (loss) on interest rate swaps, net of tax		(3,884	)		312
Pension liability adjustments, net of tax		(257	)		9
Total other non-comprehensive earnings (loss), net		(4,144	)		14,703
Comprehensive earnings (loss)		(5,051	)		36,020
Less: Comprehensive earnings attributable to non-controlling interests		17,544			39,957
Comprehensive loss attributable to Company	$	(22,595	)	$	(3,937	)

The accompanying notes are an integral part of these interim consolidated financial statements.

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Page 4 of 23

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Colliers International Group Inc.

Consolidated Balance Sheets

(Unaudited)

(in thousands of US dollars)

	March 31,<br><br> <br>2023			December 31,<br><br> <br>2022
Assets
Current assets
Cash and cash equivalents	178,659		$	173,661
Restricted cash	43,994			25,381
Accounts receivable, net of allowance of 26,017 (December 31, 2022 - 25,332)	596,627			577,879
Contract assets (note 20)	85,911			91,924
Warehouse receivables (note 18)	120,300			29,623
Income tax recoverable	21,654			21,970
Prepaid expenses and other current assets	239,025			247,635
Real estate held for sale (note 6)	37,996			45,353
	1,324,166			1,213,426
Other receivables	12,100			12,461
Contract assets (note 20)	17,640			15,755
Other assets	145,401			138,510
Fixed assets	171,107			164,493
Operating lease right-of-use assets	351,600			341,623
Deferred tax assets, net	67,369			63,460
Intangible assets (note 8)	1,124,959			1,159,910
Goodwill	1,994,367			1,988,539
	3,884,543			3,884,751
	5,208,709		$	5,098,177
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued expenses	518,352		$	503,189
Accrued compensation	444,112			625,565
Income tax payable	20,801			32,282
Contract liabilities (note 20)	40,787			25,616
Long-term debt - current (note 9)	4,382			1,360
Contingent acquisition consideration - current (note 18)	44,267			42,942
Warehouse credit facilities (note 11)	112,331			24,286
Operating lease liabilities	85,638			84,989
Liabilities related to real estate held for sale (note 6)	-			1,353
	1,270,670			1,341,582
Long-term debt (note 9)	1,613,792			1,437,739
Contingent acquisition consideration (note 18)	49,616			48,287
Operating lease liabilities	331,228			322,496
Other liabilities	100,206			91,105
Deferred tax liabilities, net	49,416			57,754
Convertible notes (note 10)	226,875			226,534
	2,371,133			2,183,915
Redeemable non-controlling interests (note 14)	1,073,635			1,079,306
Shareholders' equity
Common shares	865,742			845,680
Contributed surplus	106,008			104,504
Deficit	(404,351	)		(384,199	)
Accumulated other comprehensive loss	(78,731	)		(76,288	)
Total Company shareholders' equity	488,668			489,697
Non-controlling interests	4,603			3,677
Total shareholders' equity	493,271			493,374
	5,208,709		$	5,098,177
Commitments and contingencies and subsequent events (note 19 and note 22)

All values are in US Dollars.

The accompanying notes are an integral part of these interim consolidated financial statements.

Page 5 of 23

Colliers International Group Inc.

Consolidated Statements of Shareholders' Equity

(Unaudited)

(in thousands of US dollars, except share information)

	Common shares										Accumulated
	Issued and										other			Non-			Total
	outstanding				Contributed						comprehensive			controlling			shareholders'
	shares		Amount		surplus			Deficit			loss			interests			equity
Balance, December 31, 2022	42,933,156	$	845,680	$	104,504		$	(384,199	)	$	(76,288	)	$	3,677		$	493,374
Net loss	-		-		-			(907	)		-			-			(907	)
Pension liability adjustment, net of tax	-		-		-			-			(257	)		-			(257	)
Foreign currency translation loss	-		-		-			-			(3	)		-			(3	)
Unrealized loss on interest rate swaps, net of tax	-		-		-			-			(3,884	)		-			(3,884	)
Other comprehensive earnings attributable to NCI	-		-		-			-			1,701			177			1,878
NCI share of earnings	-		-		-			(10,941	)		-			927			(10,014	)
NCI redemption increment	-		-		-			(8,304	)		-			-			(8,304	)
Distributions to NCI	-		-		-			-			-			(146	)		(146	)
Acquisition of businesses, net	-		-		-			-			-			(32	)		(32	)
Subsidiaries’ equity transactions	-		-		338			-			-			-			338
Subordinate Voting Shares:
Stock option expense	-		-		5,657			-			-			-			5,657
Stock options exercised	230,500		20,062		(4,491	)		-			-			-			15,571
Balance, March 31, 2023	43,163,656	$	865,742	$	106,008		$	(404,351	)	$	(78,731	)	$	4,603		$	493,271
	Common shares												Accumulated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Issued and												other			Non-			Total
	outstanding						Contributed						comprehensive			controlling			shareholders'
	shares			Amount			surplus			Deficit			loss			interests			equity
Balance, December 31, 2021	44,054,744		$	852,167		$	79,407		$	(279,724	)	$	(70,251	)	$	3,670		$	585,269
Net earnings	-			-			-			21,317			-			-			21,317
Pension liability adjustment, net of tax	-			-			-			-			9			-			9
Foreign currency translation loss	-			-			-			-			(3,854	)		-			(3,854	)
Unrealized gain on interest rate swaps, net of tax	-			-			-			-			464			-			464
Other comprehensive earnings attributable to NCI	-			-			-			-			-			162			162
NCI share of earnings	-			-			-			(8,516	)		-			679			(7,837	)
NCI redemption increment	-			-			-			(31,441	)		-			-			(31,441	)
Distributions to NCI	-			-			-			-			-			(180	)		(180	)
Reclass to net earnings on disposal of operations (note 5)	-			-			(93	)		-			18,236			-			18,143
Subsidiaries’ equity transactions	-			-			8,417			-			-			-			8,417
Subordinate Voting Shares:
Stock option expense	-			-			4,861			-			-			-			4,861
Stock options exercised	221,625			14,341			(3,085	)		-			-			-			11,256
Purchased for cancellation (note 15)	(600,539	)		(11,748	)		-			(64,932	)		-			-			(76,680	)
Balance, March 31, 2022	43,675,830		$	854,760		$	89,507		$	(363,296	)	$	(55,396	)	$	4,331		$	529,906

The accompanying notes are an integral part of these interim consolidated financial statements.

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Page 6 of 23

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Colliers International Group Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands of US dollars)

	Three months
	ended March 31
	2023			2022
Cash provided by (used in)
Operating activities
Net earnings (loss)	$	(907	)	$	21,317
Items not affecting cash:
Depreciation and amortization		49,492			36,640
Loss on disposal of operations (note 5)		-			26,090
Gains attributable to mortgage servicing rights		(3,035	)		(5,297	)
Gains attributable to the fair value of mortgage premiums and<br> origination fees		(4,017	)		(7,282	)
Deferred tax		(10,989	)		(11,177	)
Earnings from equity accounted investments		(3,154	)		(3,160	)
Stock option expense (note 16)		5,657			4,861
Amortization of advisor loans		7,610			6,233
Contingent consideration (note 7)		24,212			6,490
Other		984			3,363
Increase in accounts receivable, prepaid expenses and other assets		(29,755	)		(172,005	)
Increase in accounts payable, accrued expenses and other liabilities		3,111			9,860
Decrease in accrued compensation		(180,308	)		(268,770	)
Contingent acquisition consideration paid		(272	)		(59,553	)
Proceeds received on sale of mortgage loans		99,248			369,911
Principal funded on originated mortgage loans		(184,508	)		(314,073	)
Increase (decrease) in warehouse credit facilities		88,045			(47,094	)
Sales to AR Facility, net (note 12)		6,018			122,937
Net cash used in operating activities		(132,568	)		(280,709	)
Investing activities
Acquisitions of businesses, net of cash acquired (note 4)		-			(52,478	)
Purchases of fixed assets		(18,883	)		(9,835	)
Advisor loans issued		(20,771	)		(13,439	)
Purchase of held for sale real estate assets		(37,996	)		-
Proceeds from sale of held for sale real estate assets		44,000			-
Collections of AR facility deferred purchase price (note 12)		30,772			166,328
Other investing activities		(296	)		(7,526	)
Net cash provided by (used in) investing activities		(3,174	)		83,050
Financing activities
Increase in long-term debt		357,084			194,935
Repayment of long-term debt		(184,664	)		(3,205	)
Purchases of non-controlling interests' subsidiary shares, net		(12,544	)		(25,962	)
Contingent acquisition consideration paid		(535	)		(40,889	)
Proceeds received on exercise of stock options		15,571			11,214
Dividends paid to common shareholders		(6,440	)		(6,608	)
Distributions paid to non-controlling interests		(11,061	)		(14,926	)
Repurchases of Subordinate Voting Shares		-			(72,685	)
Other financing activities		(49	)		(49	)
Net cash provided by financing activities		157,362			41,825
Effect of exchange rate changes on cash		1,991			(3,839	)

Page 7 of 23

Colliers International Group Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands of US dollars)

	Three months
	ended March 31
	2023		2022
Net change in cash, cash equivalents and restricted cash		23,611		(159,673	)
Cash, cash equivalents and restricted cash, beginning of period		199,042		425,271
Cash, cash equivalents and restricted cash, end of period	$	222,653	$	265,598

The accompanying notesare an integral part of these interim consolidated financial statements.

Page 8 of 23

Colliers International Group Inc.

Notes to Consolidated Financial Statements

(unaudited)

(in thousands of US dollars, except share and per shareamounts)

1.	Description of the business

Colliers International Group Inc. (“Colliers” or the “Company”) provides commercial real estate professional services and investment management to corporate and institutional clients in 34 countries around the world (66 countries including affiliates and franchisees). Colliers’ primary service lines are Outsourcing & Advisory, Investment Management (“IM”), Leasing and Capital Markets. Operationally, Colliers is organized into four distinct segments: Americas; Europe, Middle East and Africa (“EMEA”); Asia and Australasia (“Asia Pacific”) and Investment Management.

2.	Summary of presentation

These unaudited Interim Consolidated Financial Statements (the “Financial Statements”) have been prepared by the Company in accordance with disclosure requirements for the presentation of interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted in accordance with such disclosure requirements. These Financial Statements should be read in conjunction with the audited consolidated financial statements of Colliers for the year ended December 31, 2022.

These Financial Statements follow the same accounting policies as the most recent audited consolidated financial statements, except as noted in Note 3. In the opinion of management, the Financial Statements contain all adjustments necessary to a fair statement of the financial position of the Company as at March 31, 2023 and the results of operations and its cash flows for the three months ended March 31, 2023 and 2022. All such adjustments are of a normal recurring nature. The results of operations for the three-month period ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023.

3.	Impact of recently issued accounting standards

Recently adopted accounting guidance

Contract Assets and Contract Liabilitiesfrom Contracts with Customers – Business Combinations

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Subtopic 805-10: Business Combinations). The ASU requires that recognition and measurement principles of ASC 606 Revenue Recognition be applied for contract assets and contract liabilities acquired in a business combination. The guidance in ASC 805 listing exceptions to recognition principle was amended to include contract assets and contract liabilities. The Company adopted the guidance effective January 1, 2023. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

Reference Rate Reform

The FASB has issued three ASUs related to reference rate reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of ReferenceRate Reform on Financial Reporting and in January 2021 the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. With reference rates like the various tenors of the London Interbank Offered Rates (“LIBOR”) being discontinued between December 31, 2021 and June 30, 2023, a significant volume of contracts and other arrangements will be impacted by the transition required to alternative reference rates. The ASUs provides optional expedients and exceptions to reduce the costs and complexity of applying existing GAAP to contract modifications and hedge accounting if certain criteria are met. The standard is effective for a limited time for all entities through December 31, 2022. In December 2022, FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the SunsetDate of Topic 848, with immediate effect, to defer the sunset date from December 31, 2022 to December 31, 2024, after which the entities will no longer be permitted to apply the relief in Topic 848. The Company has certain debt arrangements which may qualify for use of the practical expedients permitted under the guidance. The Company has evaluated and will continue to evaluate arrangements subject to rate reform and the options under the ASUs to facilitate an orderly transition to alternative reference rates and their potential impacts on its consolidated financial statements and disclosures.

Page 9 of 23

Recently issued accounting guidance, not yetadopted

Management has reviewed the recently issued accounting guidance and there are no standards that have not yet been adopted that are expected to have a material impact on the Company’s consolidated financial statements.

4.	Acquisitions

2022 acquisitions

During the three months ended March 31, 2022, the Company acquired controlling interests in two businesses operating in the Americas. The acquisition date fair value of consideration transferred consisted of $52,478 in cash (net of cash acquired of $6,744).

During the three months ended March 31, 2023, the Company did not make any significant adjustments to its allocation of the purchase consideration for acquisitions completed in 2022.

Contingent purchase consideration

The Company typically structures its business acquisitions to include contingent consideration. Certain vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one- to five-year periods following the dates of acquisition. The ultimate amount of payment is determined based on a formula, the key inputs to which are (i) a contractually agreed maximum payment; (ii) a contractually specified earnings level and (iii) the actual earnings for the contingency period. If the acquired business does not achieve the specified earnings level, the maximum payment is reduced for any shortfall, potentially to nil.

Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at March 31, 2023, was $93,883 (December 31, 2022 - $91,229). See note 18 for discussion on the fair value of contingent consideration. Contingent consideration where the seller is required to remain employed to be entitled to payment is considered to have a compensatory element and is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the balance sheet for the compensatory element of contingent consideration arrangements as at March 31, 2023, was $83,605 (December 31, 2022 - $61,870). The estimated range of outcomes (undiscounted) for all contingent consideration arrangements, including those with an element of compensation is determined based on the formula price and the likelihood of achieving specified earnings levels over the contingency period, and ranges from $365,851 to a maximum of $422,260. These contingencies will expire during the period extending to April 2028.

5.	Business disposals

In 2022, the Company discontinued its businesses in Russia, by way of a sale of its controlling interests to local management. The proceeds received from the disposals were de minimus and in the three months ended March 31, 2022 the Company recognized a loss on disposal in the amount of $26,090.

6.	Real estate held for sale

From time to time, the Company’s Investment Management segment purchases real estate for placement into a fund. This typically occurs in the early stages of fundraising where temporary liquidity is needed to fund investment opportunities that arise prior to the availability of fund capital. The purchased assets are recorded as real estate held for sale prior to the ultimate sale to the identified fund. The transactions are not intended as an alternative source of operating earnings and the arrangements to sell the assets to a fund are generally structured not to generate any gain or loss.

During the three months ended March 31, 2023, the Company sold the portfolio of real estate held for sale as at December 31, 2022 to a newly established closed-end fund which is managed by the Company, without gain or loss.

Page 10 of 23

In March 2023, the Company acquired controlling interests in two portfolios of land and buildings located in Europe. The Company expects to sell these portfolios, which are classified as held for sale, to a newly established closed-end fund which is managed by the Company, without gain or loss, before the end of 2023.

As is customary for closed-end funds, the Company typically holds an equity interest of between 1% and 2% in these funds. There was no significant impact on net earnings related to real estate held for sale in the three months ended March 31, 2023, or 2022.

The following table summarizes the real estate held for sale.

	March 31,		December 31,
	2023		2022
Real estate held for sale
Real estate held for sale - current	$	37,996	$	45,353
Liabilities related to real estate held for sale - current	$	-	$	1,353
Net real estate held for sale	$	37,996	$	44,000
7.	Acquisition-related items
---	---
	Three months ended
---	---	---	---	---
	March 31
	2023		2022
Transaction costs	$	2,256	$	8,593
Contingent consideration fair value adjustments (note 18)		2,211		5,367
Contingent consideration compensation expense (note 4)		22,001		1,123
	$	26,468	$	15,083
8.	Intangible assets
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The following table summarizes the gross value, accumulated amortization and net carrying value of the Company’s indefinite life and finite life intangible assets:

		Gross
		carrying		Accumulated
March 31, 2023		amount		amortization		Net
Indefinite life intangible assets:
Licenses	$	29,200	$	-	$	29,200
Trademarks and trade names		23,340		-		23,340
	$	52,540	$	-	$	52,540
Finite life intangible assets:
Customer lists and relationships	$	696,441	$	204,067	$	492,374
Investment management contracts		590,832		140,599		450,233
Mortgage servicing rights ("MSRs")		171,469		69,880		101,589
Trademarks and trade names		27,716		5,311		22,405
Management contracts and other		15,422		11,166		4,256
Backlog		8,058		6,496		1,562
	$	1,509,938	$	437,519	$	1,072,419
	$	1,562,478	$	437,519	$	1,124,959

Page 11 of 23

		Gross
		carrying		Accumulated
December 31, 2022		amount		amortization		Net
Indefinite life intangible assets:
Licenses	$	29,200	$	-	$	29,200
Trademarks and trade names		23,285		-		23,285
	$	52,485	$	-	$	52,485
Finite life intangible assets:
Customer lists and relationships	$	695,007	$	187,743	$	507,264
Investment management contracts		589,885		126,904		462,981
Mortgage servicing rights ("MSRs")		170,213		65,771		104,442
Trademarks and trade names		27,702		4,389		23,313
Management contracts and other		15,426		10,635		4,791
Backlog		8,299		3,665		4,634
	$	1,506,532	$	399,107	$	1,107,425
	$	1,559,017	$	399,107	$	1,159,910

The MSR assets are evaluated quarterly for impairment by stratifying the servicing portfolio according to predominant risk characteristics, primarily investor type and interest rate. An impairment is recorded if the carrying value of an individual stratum exceeds its estimated fair value. There was no impairment recorded for the three-month period ended March 31, 2023, or 2022.

The following table summarizes activity related to the Company’s mortgage servicing rights for the year ended March 31, 2023.

		2023
Balance, January 1	$	104,442
Additions, following the sale of loan		1,256
Amortization		(3,607	)
Prepayments and write-offs		(502	)
Balance, March 31	$	101,589

The following is the estimated future expense for amortization of the recorded MSRs and other intangible assets for each of the next five years and thereafter:

For the year ended December 31,	MSRs		Other Intangibles		Total
2023 (remaining nine months)	$	9,021	$	88,579	$	97,600
2024		10,746		108,266		119,012
2025		9,976		99,171		109,147
2026		9,386		95,414		104,800
2027		8,791		89,597		98,388
Thereafter		53,669		489,803		543,472
	$	101,589	$	970,830	$	1,072,419
9.	Long-term debt
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On May 27, 2022, the Company amended and extended the multi-currency, sustainability-linked senior unsecured revolving credit facility (the “Revolving Credit Facility”) of $1,500,000. The Revolving Credit Facility has a 5-year term ending May 27, 2027, and bears interest at an applicable margin of 1.125% to 2.5% over floating reference rates, depending on financial leverage ratios. The applicable margin may be adjusted, annually, plus or minus 0.05% subject to achieving certain sustainability metrics. The weighted average interest rate on borrowings under the Revolving Credit Facility for the three months ended March 31, 2023 was 5.8% (2022 – 4.1%). The Revolving Credit Facility had $387,916 of available undrawn credit as at March 31, 2023 ($557,594 as at December 31, 2022). As at March 31, 2023, letters of credit in the amount of $12,124 were outstanding against the Revolving Credit Facility ($12,365 as at December 31, 2022). The Revolving Credit Facility requires a commitment fee of 0.11% to 0.35% of the unused portion, depending on financial leverage ratios. At any time during the term, the Company has the right to increase the Revolving Credit Facility by up to $250,000 on the same terms and conditions. See note 22.

Page 12 of 23

The Company has outstanding €210,000 of senior unsecured notes with a fixed interest rate of 2.23% (the “Senior Notes due 2028”), which are held by a group of institutional investors. The Senior Notes due 2028 have a 10-year term ending May 30, 2028.

The Company also has outstanding €125,000 and $150,000 of senior unsecured notes with fixed interest rates of 1.52% and 3.02%, respectively (the “Senior Notes due 2031”), which are held by a group of institutional investors. The Senior Notes due 2031 have a 10-year term ending October 7, 2031.

The Revolving Credit Facility, Senior Notes due 2028, and Senior Notes due 2031 rank equally in terms of seniority and have similar financial covenants, including leverage and interest coverage. The Company was in compliance with all covenants as of March 31, 2023. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.

10.	Convertible notes

In May 2020, the Company issued $230,000 aggregate principal of 4.0% Convertible Senior Subordinated Notes (the “Convertible Notes”) at par value. The Convertible Notes mature on June 1, 2025, and bear interest of 4.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The Convertible Notes are accounted for entirely as debt as no portion of the proceeds is required to be accounted for as attributable to the conversion feature. The Convertible Notes are unsecured and subordinated to all of the Company’s existing and future secured indebtedness and are treated as equity for financial leverage calculations under the Company’s Revolving Credit Facility and Senior Notes.

The Convertible Notes may be converted at the holder’s option at any time prior to maturity into Subordinate Voting Shares based on an initial conversion rate of approximately 17.2507 Subordinate Voting Shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of $57.97 per Subordinate Voting Share. On December 7, 2021, the Company increased its semi-annual dividend on the outstanding Subordinate Voting Shares and Multiple Voting Shares from $0.05 to $0.15 per share. On December 6, 2022, the Company declared its semi-annual dividend of $0.15 per share. This modified the conversion rate to 17.2979 Subordinate Voting Shares per $1,000 principal amount of Convertible Notes, which represents a conversion price of $57.81 per Subordinate Voting Share.

The Company, at its option, may also redeem the Convertible Notes, in whole or in part, on or after June 1, 2023, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, provided that the last reported trading price of the Subordinate Voting Shares for any 20 trading days in a consecutive 30 trading day period preceding the date of the notice of redemption is not less than 130% of the conversion price. See note 22.

Subject to specified conditions, the Company may elect to repay some or all of the outstanding principal amount of the Convertible Notes, on maturity or redemption, through the issuance of Subordinate Voting Shares.

In connection with the issuance of the Convertible Notes, at the time, the Company incurred financing costs of $6,795 which are being amortized over five years using the effective interest rate method. For the quarter ended March 31, 2023, there was $341 of financing fee amortization included in interest expense within the accompanying Consolidated Statements of Earnings. The effective interest rate on the Convertible Notes is approximately 4.7%.

Page 13 of 23

11.	Warehouse credit facilities

The following table summarizes the Company’s mortgage warehouse credit facilities as at March 31, 2023:

		March 31, 2023				December 31, 2022
	Current	Maximum		Carrying		Maximum		Carrying
	Maturity	Capacity		Value		Capacity		Value
Facility A - SOFR plus 1.70%	October 19, 2023	$	125,000	$	69,581	$	125,000	$	1,924
Facility B - SOFR plus 1.70%	On demand		125,000		40,965		125,000		7,619
Facility C - SOFR plus 1.60%	April 27, 2023		150,000		1,785		150,000		14,743
		$	400,000	$	112,331	$	400,000	$	24,286

Colliers Mortgage LLC (“Colliers Mortgage”) has warehouse credit facilities which are used exclusively for the purpose of funding warehouse mortgages receivable. The warehouse credit facilities are recourse only to Colliers Mortgage, are revolving and are secured by any warehouse mortgages financed on the facilities. See note 22.

12.	AR Facility

In April 2019, the Company entered into a structured accounts receivable facility (the “AR Facility”). Under the AR Facility, certain of the Company's subsidiaries continuously sell trade accounts receivable and contract assets (the “Receivables”) to wholly owned special purpose entities at fair market value. The special purpose entities in turn sell the Receivables to a third-party financial institution (the “Purchaser”).

On October 28, 2022, the Company expanded the committed availability of its AR Facility with two third-party financial institutions to $175,000, from $150,000, with a term extending to October 24, 2024. As of March 31, 2023, the Company’s draw under the AR Facility was $174,903.

All transactions under the AR Facility are accounted for as a true sale in accordance with ASC 860, Transfers and Servicing (“ASC 860”). Following the sale of the Receivables to the Purchaser, the Receivables are legally isolated from the Company and its wholly owned special purpose entities. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The Company continues to service, administer and collect the Receivables on behalf of the Purchaser, and recognizes a servicing liability in accordance with ASC 860. The Company has elected the amortization method for subsequent measurement of the servicing liability, which is assessed for changes in the obligation at each reporting date. As of March 31, 2023, the servicing liability was nil.

Under the AR Facility, the Company receives a cash payment and a deferred purchase price (“Deferred Purchase Price” or “DPP”) for sold Receivables. The DPP is paid to the Company in cash on behalf of the Purchaser as the Receivables are collected; however, due to the revolving nature of the AR Facility, cash collected from the Company's customers is reinvested by the Purchaser monthly in new Receivable purchases under the AR Facility. For the three months ending March 31, 2023, Receivables sold under the AR Facility were $416,230 and cash collections from customers on Receivables sold were $414,441, all of which were reinvested in new Receivables purchases and are included in cash flows from operating activities in the consolidated statement of cash flows. As of March 31, 2023, the outstanding principal on trade accounts receivable, net of Allowance for Doubtful Accounts, sold under the AR Facility was $178,015; and the outstanding principal on contract assets, current and non-current, sold under the AR Facility was $108,540. See note 18 for fair value information on the DPP.

For the three months ended March 31, 2023, the Company recognized a gain related to Receivables sold of $123 (2022 - $7 loss) that was recorded in other expense in the consolidated statement of earnings. Based on the Company’s collection history, the fair value of the Receivables sold subsequent to the initial sale approximates carrying value.

The non-cash investing activities associated with the DPP for the three months ended March 31, 2023, were $23,866.

Page 14 of 23

13.	Variable interest entities

The Company holds variable interests in certain Variable Interest Entities (“VIE”) in its Investment Management segment which are not consolidated as it was determined that the Company is not the primary beneficiary. The Company’s involvement with these entities is in the form of advisory fee arrangements and equity co-investments (typically 1%-2%).

The following table provides the maximum exposure to loss related to these non-consolidated VIEs:

		March 31,		December 31,
		2023		2022
Equity accounted investments	$	26,227	$	22,361
Co-investment commitments		55,517		18,588
Maximum exposure to loss	$	81,744	$	40,949

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14.	Redeemable non-controlling interests

---

The minority equity positions in the Company’s subsidiaries are referred to as redeemable non-controlling interests (“RNCI”). The RNCI are considered to be redeemable securities. Accordingly, the RNCI is recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. The following table provides a reconciliation of the beginning and ending RNCI amounts:

		2023
Balance, January 1	$	1,079,306
RNCI share of earnings		10,014
RNCI redemption increment		8,304
Distributions paid to RNCI		(11,134	)
Purchase of interests from RNCI		(12,864	)
Other		9
Balance, March 31	$	1,073,635

The Company has shareholders’ agreements in place at each of its non-wholly owned subsidiaries. These agreements allow the Company to “call” the RNCI at a price determined with the use of a formula price, which is usually equal to a fixed multiple of average annual net earnings before income taxes, interest, depreciation, and amortization. The agreements also have redemption features which allow the owners of the RNCI to “put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the redemption amount and may be paid in cash or in Subordinate Voting Shares. The redemption amount as of March 31, 2023, was $1,012,823 (December 31, 2022 - $1,027,124). The redemption amount is lower than that recorded on the balance sheet as the formula price of certain RNCI are lower than the amount initially recorded at the inception of the minority equity position. If all put or call options were settled with Subordinate Voting Shares as at March 31, 2023, approximately 9,330,000 such shares would be issued.

Increases or decreases to the formula price of the underlying shares are recognized in the statement of earnings as the NCI redemption increment.

Page 15 of 23

15.	Net earnings (loss) per common share

For the three months ended March 31, 2023 and March 31, 2022, the diluted shares related to the exercise of stock options are not used in the denominator because the numerator is in a loss position and the result would be antidilutive.

Diluted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of income tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is anti-dilutive for the three-month periods ended March 31, 2023 and March 31, 2022.

The following table reconciles the basic and diluted common shares outstanding:

	Three months ended
	March 31
(in thousands)		2023			2022
Net loss attributable to Company	$	(20,152	)	$	(18,640	)
After-tax interest on Convertible Notes		-			-
Adjusted numerator considering the If-Converted Method	$	(20,152	)	$	(18,640	)
Weighted average common shares - Basic		43,047			44,064
Exercise of stock options		-			-
Conversion of Convertible Notes		-			-
Weighted average common shares - Diluted		43,047			44,064

On July 15, 2022, the Company announced the approval by the Toronto Stock Exchange of its notice to implement a normal course issuer bid (the “2022/2023 NCIB”). The 2022/2023 NCIB allows the Company to purchase for cancellation, up to 3,500,000 Subordinate Voting Shares. The 2022/2023 NCIB commenced on July 20, 2022 and is set to expire on July 19, 2023.

During the three months ended March 31, 2022, the Company repurchased 600,539 Subordinate Voting Shares for total consideration of $76,680 under a normal course issuer bid that expired on July 19, 2022.

The repurchase cost of shares under the NCIBs, including commissions and fees, were allocated to common shares for the weighted average book value and to retained earnings for any excess. Under the NCIBs all shares were purchased for cancellation.

16.	Stock-based compensation

The Company has a stock option plan for certain officers, key full-time employees and directors of the Company and its subsidiaries. Options are granted at the market price for the underlying shares on the day immediately prior to the date of grant. Each option vests over a four-year term, expires five years from the date granted and allows for the purchase of one Subordinate Voting Share. All Subordinate Voting Shares issued are new shares. As at March 31, 2023, there were 894,800 options available for future grants.

Grants under the Company’s stock option plan are equity-classified awards.

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There were 7,500 stock options granted during the three months ended March 31, 2023 (2022 - 16,250). Stock option activity for the three months ended March 31, 2023 was as follows:

					Weighted average
				Weighted	remaining		Aggregate
	Number of			average	contractual life		intrinsic
	options			exercise price	(years)		value
Shares issuable under options -
December 31, 2022	3,053,000		$	94.30
Granted	7,500			115.08
Exercised	(230,500	)		67.55
Forfeited	(10,250	)		128.94
Shares issuable under options -
March 31, 2023	2,819,750		$	96.42	3.1	$	47,276
Options exercisable - March 31, 2023	1,160,533		$	85.11	2.1	$	29,028

The amount of compensation expense recorded in the statement of earnings for the three months ended March 31, 2023 was $5,657 (2022 - $4,861). As of March 31, 2023, there was $36,364 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next 4 years. During the three-month period ended March 31, 2023, the fair value of options vested was $2,555 (2022 - $4,100).

17.	Income tax

The provision for income tax for the three months ended March 31, 2023, reflected an effective tax rate of 134.5% (2022 - 43.4%) relative to the combined statutory rate of approximately 26.5% (2022 - 26.5%). The current year’s rate was impacted by the amortization of intangible assets and contingent acquisition consideration associated with an investment in a UK flowthrough entity, on which no tax benefit was recognizable.

18.	Financial instruments

Fair valuesof financial instruments

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2023:

		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	4,081	$	-	$	-
Equity securities		11,461		6		-
Debt securities		-		18,556		-
Mortgage derivative assets		-		-		22,320
Warehouse receivables		-		120,300		-
Interest rate swap assets		-		3,898		-
Deferred Purchase Price on AR Facility		-		-		85,463
Total assets	$	15,542	$	142,760	$	107,783
Liabilities
Mortgage derivative liabilities	$	-	$	-	$	15,155
Interest rate swap liabilities		-		2,689		-
Contingent consideration liabilities		-		-		93,883
Total liabilities	$	-	$	2,689	$	109,038

There were no significant non-recurring fair value measurements recorded during the three months ended March 31, 2023.

Page 17 of 23

Cash equivalents

Cash equivalents include highly liquid investments with original maturities of less than three months. Actively traded cash equivalents where a quoted price is readily available are classified as Level 1 in the fair value hierarchy.

Debt and equity securities

The Company records debt and equity securities at fair value on the Consolidated Balance Sheets. These financial instruments are valued based on observable market data that may include quoted market prices dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instruments’ terms and conditions and are classified as Level 2 of the fair value hierarchy.

Certain investments in equity securities where quoted prices are readily available are classified as Level 1 in the fair value hierarchy. The Company increases or decreases its investment each reporting period by the change in the fair value of the investment reported in net earnings on the Consolidated Statements of Earnings.

Mortgage-related derivatives

Interest rate lock commitments and forward sale commitments are derivative instruments which use a discounted cash flow model and consider observable market data in determining their fair values, particularly changes in interest rates. In the case of interest rate lock commitments, the fair value measurement also considers the expected net cash flows associated with the servicing of the loans. The Company also considers the impact of unobservable inputs related to counterparty non-performance risk when measuring the fair value of these derivatives. Therefore, these mortgage-related derivatives are categorized as Level 3.

Given the credit quality of the Company’s counterparties, the short duration of interest rate lock commitments and forward sale commitments and the Company’s historical experience, management does not believe the risk of non-performance is significant. An increase in counterparty non-performance risk assumptions would result in a lower fair value measurement.

Changes in the fair value of the net mortgage derivative assets and liabilities comprises the following:

		2023
Balance, January 1	$	6,949
Settlements		(9,428	)
Realized gains recorded in earnings		2,479
Unrealized gains recorded in earnings		7,165
Balance, March 31	$	7,165

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Warehouse receivables

Warehouse receivables represent mortgage loans originated by the Company with commitments to sell to third party investors. Principal funded on mortgage loans plus gains attributable to the fair value of mortgage premiums and origination fees increase warehouse receivables and proceeds received from the sale of mortgage loans to third party investors reduce warehouse receivables. As at March 31, 2023, all of the Company’s mortgage warehouse receivables were under commitment to be purchased by a qualifying investor. These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of the inputs are readily observable.

AR Facility deferred purchase price (“DPP”)

The Company recorded a DPP under its AR Facility. The DPP represents the difference between the fair value of the Receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is remeasured each reporting period in order to account for activity during the period, including the seller’s interest in any newly transferred Receivables, collections on previously transferred Receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying Receivables are short-term and of high credit quality. The DPP is valued using Level 3 inputs, primarily discounted cash flows, with the significant inputs being discount rates ranging from 2.5% to 5.0% depending upon the aging of the Receivables. See note 12 for information on the AR Facility.

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Changes in the fair value of the DPP comprises the following:

		2023
Balance, January 1	$	92,278
Additions to DPP		23,866
Collections on DPP		(30,772	)
Fair value adjustment		123
Foreign exchange and other		(32	)
Balance, March 31	$	85,463

Interest rate swaps

The Company has entered into interest rate swap agreements (“IRS”) to convert floating interest on US dollar denominated debt to fixed interest rates. The interest rate swaps are measured at fair value on the consolidated balance sheets. The table below summarizes the details of the interest rate swaps in place as at March 31, 2023.

	Effective		Maturity		Notional Amount		Interest rates
	Date		Date		of US dollar debt		Floating	Fixed
2018 IRS^1^		December 7, 2018		April 30, 2023	$	100,000	SOFR		2.6026	%
2022 IRS A		July 15, 2022		May 27, 2027	$	150,000	SOFR		2.8020	%
2022 IRS B		December 21, 2022		May 27, 2027	$	250,000	SOFR		3.5920	%
2023 IRS		April 28, 2023		May 27, 2027	$	100,000	SOFR		3.7250	%
(1)	In May 2022, the Company amended the 2018 IRS to convert SOFR floating interest rates into a weighted average fixed interest rateof 2.6026%. Previously it was converting from LIBOR floating interest rate into a fixed interest rate of 2.7205%.
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At the inception of the 2018 IRS, the Company designated the IRS as a cash flow hedge. From inception until June 30, 2021, the 2018 IRS was determined to be effective with changes in the fair value recognized to accumulated other comprehensive earnings (loss) (“AOCI”).

On July 1, 2021, the Company dedesignated the hedging relationships. Gains or losses related to changes in the fair value of the 2018 IRS after July 1, 2021, are reported in interest expense on the consolidated statements of earnings. As at June 30, 2021, $5,595 of cumulative losses were reported in accumulated other comprehensive earnings (loss). This accumulated other comprehensive loss will be recognized to interest expense commensurate with when the forecasted cash flows originally designated as a hedge affect earnings, or earlier if it is probable these forecasted cash flows will not occur. In the three months ended March 31, 2023, $618 of the accumulated other comprehensive loss was included in interest expense on the consolidated statements of earnings (2022 - $631).

2022 IRS A, 2022 IRS B and 2023 IRS (collectively the “Designated IRSs”) are being accounted for as cash flow hedges and are measured at fair value on the consolidated balance sheets. Gains or losses on the Designated IRSs, which are determined to be effective as hedges, are reported in AOCI.

Contingent acquisition consideration

The inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 inputs. The fair value measurements were made using a discounted cash flow model; significant model inputs were expected future operating cash flows (determined with reference to each specific acquired business) and discount rates (which range from 2.1% to 9.5%, with a weighted average of 4.8%). The wide range of discount rates is attributable to the level of risk related to economic growth factors combined with the length of the contingent payment periods; and the dispersion was driven by unique characteristics of the businesses acquired and the respective terms for these contingent payments. A 2% increase in the weighted average discount rate would reduce the fair value of contingent consideration by $2,600. See note 4 for discussion on contingent acquisition consideration.

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Changes in the fair value of the contingent consideration liability comprises the following:

		2023
Balance, January 1	$	91,229
Fair value adjustments (note 7)		2,211
Resolved and settled in cash		(535	)
Other		978
Balance, March 31	$	93,883
Less: current portion	$	44,267
Non-current portion	$	49,616

The carrying amounts for cash, restricted cash, accounts receivable, accounts payable, advisor loans, other receivables and accrued liabilities approximate their estimated fair values due to the short-term nature of these instruments, unless otherwise indicated. The carrying value of the Company’s Revolving Credit Facility and other short-term borrowings approximate their estimated fair value due to their short-term nature and variable interest rate terms. These fair value measurements use a net present value approach; significant model inputs were expected future cash outflows and discount rates which are Level 3 inputs within the fair value hierarchy.

The carrying amount and the estimated fair value of Senior Notes and Convertible Notes are presented in the table below. Interest rate yield curves, interest rate indices and market prices (Level 2 inputs within the fair value hierarchy) are used in determining the fair value of the Senior Notes and Convertible Notes.

	March 31, 2023				December 31, 2022
		Carrying		Fair		Carrying		Fair
		amount		value		amount		value
Senior Notes	$	512,548	$	425,399	$	506,533	$	414,195
Convertible Notes		226,875		419,932		226,534		366,183

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19.	Commitments and Contingencies

Claims and Litigation

In the normal course of operations, the Company is subject to routine claims and litigation incidental to its business. Litigation currently pending or threatened against the Company includes disputes with former employees and commercial liability claims related to services provided by the Company. The Company believes resolution of such proceedings, combined with amounts accrued, will not have a material impact on the Company’s financial condition or the results of operations.

Contingencies associatedwith US government sponsored enterprises

Colliers Mortgage is a lender in the Fannie Mae Delegated Underwriting & Servicing Program (the “DUS Program”). Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in note 18, the Company accounts for these commitments as derivatives recorded at fair value.

Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the DUS Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of March 31, 2023, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $4,518,000. As at March 31, 2023, the loss reserve was $13,321 (December 31, 2022 - $14,470) and was included within Other liabilities on the Consolidated Balance Sheets.

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Pursuant to its licenses with Fannie Mae, Ginnie Mae and HUD, Colliers Mortgage is required to maintain certain standards for capital adequacy which include minimum net worth and liquidity requirements. If it is determined at any time that Colliers Mortgage fails to maintain appropriate capital adequacy, the licensor reserves the right to terminate the Company’s servicing authority for all or some of the portfolio. At March 31, 2023, Colliers Mortgage was in compliance with all such requirements.

20.	Revenue

Disaggregated revenue

Colliers has disaggregated its revenue from contracts with customers by type of service and operating segment as presented in the following table.

						Asia		Investment
		Americas		EMEA		Pacific		Management		Corporate		Consolidated
Three months ended March 31,
2023
Leasing	$	188,420	$	25,636	$	24,331	$	-	$	-	$	238,387
Capital Markets		112,792		18,313		20,735		-		-		151,840
E&D and Project management		140,618		49,580		24,444		-		-		214,642
Property management		79,368		18,766		28,187		-		-		126,321
Valuation and advisory		41,348		29,424		19,450		-		-		90,222
IM - Advisory and other		-		-		-		120,746		-		120,746
IM - Incentive Fees		-		-		-		-		-		-
Other		19,005		1,652		2,946		-		142		23,745
Total Revenue	$	581,551	$	143,371	$	120,093	$	120,746	$	142	$	965,903
2022
---	---	---	---	---	---	---	---	---	---	---	---	---
Leasing	$	188,688	$	30,317	$	18,267	$	-	$	-	$	237,272
Capital Markets		192,066		40,884		29,768		-		-		262,718
E&D and Project management		118,676		36,565		17,086		-		-		172,327
Property management		70,278		16,988		31,817		-		-		119,083
Valuation and advisory		52,493		27,471		20,039		-		-		100,003
IM - Advisory and other		-		-		-		61,647		-		61,647
IM - Incentive Fees		-		-		-		24,730		-		24,730
Other		19,497		1,100		2,403		-		132		23,132
Total Revenue	$	641,698	$	153,325	$	119,380	$	86,377	$	132	$	1,000,912

Revenue associated with the Company’s debt finance and loan servicing operations are outside the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). In the three months ended March 31, 2023, $9,793 of Capital Markets revenue (2022 - $16,858) and $10,860 of Other Revenue (2022 - $12,453) was excluded from the scope of ASC 606. These revenues were included entirely within the Americas segment.

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Contract balances

As at March 31, 2023, the Company had contract assets totaling $103,551 of which $85,911 was current ($107,679 as at December 31, 2022 - of which $91,924 was current). During the three months ended March 31, 2023, approximately 55% of the current contract assets were moved to accounts receivable or sold under the AR Facility (Note 12).

As at March 31, 2023, the Company had contract liabilities (all current) totaling $40,787 ($25,616 as at December 31, 2022). Revenue recognized for the three months ended March 31, 2023, totaled $17,352 (2022 - $21,095) that was included in the contract liability balance at the beginning of the year.

Certain constrained revenues may arise from services that began in a prior reporting period. Consequently, a portion of the revenues the Company recognizes in the current period may be partially related to the services performed in prior periods. Typically, less than 5% of Leasing and Capital Markets revenue recognized in a period had previously been constrained and substantially all investment management incentive fees recognized in the period were previously constrained.

21.	Segmented information

Operating segments

Colliers has identified four reportable operating segments. Three segments are grouped geographically into Americas, Asia Pacific and EMEA. The Investment Management segment operates in the Americas and EMEA. The groupings are based on the manner in which the segments are managed. Management assesses each segment’s performance based on operating earnings or operating earnings before depreciation and amortization. Corporate includes the unallocated costs of global administrative functions and the corporate head office.

OPERATING SEGMENTS
							Asia		Investment
		Americas		EMEA			Pacific		Mgmt		Corporate			Consolidated
Three months ended March 31
2023
Revenues	$	581,551	$	143,371		$	120,093	$	120,746	$	142		$	965,903
Depreciation and amortization		18,470		9,507			3,010		17,876		629			49,492
Operating earnings (loss)		32,870		(25,034	)		5,040		14,804		(5,536	)		22,144
2022
Revenues	$	641,698	$	153,325		$	119,380	$	86,377	$	132		$	1,000,912
Depreciation and amortization		21,816		5,364			1,848		6,808		804			36,640
Operating earnings (loss)		61,307		(30,781	)		8,225		17,221		(15,138	)		40,834

Page 22 of 23

Geographic information

Revenues in each geographic region are reported by customer locations except for Investment Management where revenues are reported by the location of the fund management.

GEOGRAPHIC INFORMATION
	Three months ended
	March 31
	2023		2022
United States
Revenues	$	568,215	$	592,712
Total long-lived assets		2,270,291		1,504,135
Canada
Revenues	$	95,916	$	119,259
Total long-lived assets		75,650		81,077
Euro currency countries
Revenues	$	86,395	$	82,770
Total long-lived assets		369,194		258,872
Australia
Revenues	$	52,600	$	47,731
Total long-lived assets		106,550		72,891
United Kingdom
Revenues	$	54,511	$	36,979
Total long-lived assets		526,082		67,135
China
Revenues	$	20,240	$	21,414
Total long-lived assets		6,720		8,917
Other
Revenues	$	88,026	$	100,047
Total long-lived assets		287,546		151,256
Consolidated
Revenues	$	965,903	$	1,000,912
Total long-lived assets		3,642,033		2,144,283
22.	Subsequent events
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Acquisitions

On April 12, 2023, and May 2, 2023, the Company completed the acquisitions for controlling interests in Greenstone Group Limited and Craig & Rhodes Pty Limited, respectively, for a combined initial cash purchase price of $10,797. Each acquisition is expected to be accounted for using the acquisition method of accounting for business combinations.

Convertible Notes redemption

On April 4, 2023, the Company issued a notice of redemption to all holders of the Convertible Notes. The applicable redemption date is June 1, 2023 (the “Redemption Date”), and the Company will, in accordance with the terms and conditions of the indenture governing the Convertible Notes, satisfy its obligations in connection with any redeemed Convertible Notes by issuing an amount of Subordinate Voting Shares (“Shares”) per US$1,000 of redeemed principal amount that is calculated based on the average of daily volume-weighted average trading prices of the Shares for the thirty trading day period ending on May 24, 2023. All accrued but unpaid interest on any redeemed amounts for the period up to but excluding the Redemption Date will be paid in cash.

Page 23 of 23

Prior to June 1, 2023, holders of the Convertible Notes have the right to convert into shares at a conversion rate of 17.7607 Shares per US$1,000 of principal amount, which is equivalent to a conversion price of approximately US$56.30 per Share.

Revolving Credit Facility increase

On April 28, 2023, the Company increased the borrowing capacity under its Revolving Credit Facility by $250,000 to $1,750,000 on the same terms and conditions. See note 9.

Warehouse facility extension

On April 17, 2023, the Company terminated Facility C and amended Facility A to increase the borrowing capacity to $275,000 with the right to increase its borrowing capacity up to an additional $150,000. The amendment also modified the interest rate to SOFR plus 1.40% without any change in the maturity. See note 11.

Page **2** of **14**

COLLIERS INTERNATIONAL GROUP INC.

Management’s discussion and analysis

For the three months ended March 31, 2023

(in US dollars)

May 5, 2023

The following management’s discussion and analysis(“MD&A”) should be read together with the unaudited consolidated financial statements and the accompanying notes of ColliersInternational Group Inc. (“we,” “us,” “our,” the “Company” or “Colliers”)for the three months ended March 31, 2023 and the Company’s audited consolidated financial statements and MD&A for the yearended December 31, 2022. The consolidated financial statements have been prepared in accordance with generally accepted accounting principlesin the United States (“GAAP”). All financial information herein is presented in United States dollars.

The Company has prepared this MD&A with referenceto National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the “CSA”).Under the U.S./Canada Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with thedisclosure requirements of Canada, which requirements are different from those of the United States. This MD&A provides informationfor the three months ended March 31, 2023 and up to and including May 5, 2023.

Additional information about the Company can be foundon SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

This MD&A includes references to “local currencyrevenue growth rate”, “internal revenue growth rate”, “Adjusted EBITDA”, “Adjusted EPS”, “freecash flow” and “assets under management (“AUM”)”, which are financial measures that are not calculated inaccordance with GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures, see “Reconciliationof non-GAAP financial measures”.

Consolidated review

Our consolidated revenues for the three months ended March 31, 2023 were $965.9 million, a decrease of 3% versus the prior year quarter (1% in local currency). Capital Markets revenues declined considerably in line with overall market conditions while Investment Management and Outsourcing & Advisory generated robust growth. Leasing revenues were up slightly. GAAP diluted net loss per share was $0.47 as compared to $0.42 in the prior year quarter, which included a $26.1 million loss on disposal of certain operations in EMEA. Adjusted earnings per share, which exclude acquisition-related costs, non-controlling interest redemption increment, loss on disposal of operations and amortization of intangible assets (see “Reconciliation of non-GAAP financial measures” below) were $0.86, down 40% from $1.44 in the prior year quarter. The decrease was attributable to (i) higher interest expense from higher debt levels resulting from 2022 acquisition activity and higher interest rates as well as (ii) higher non-controlling share of earnings of acquired businesses. GAAP net diluted earnings per share and adjusted net earnings per share for the three months ended March 31, 2023 were not materially impacted from changes in foreign exchange rates.

In April 2023, the Company entered into an agreement to acquire a controlling interest in Greenstone Group Limited (“Greenstone”), a project management and property advisory firm in New Zealand. The business will rebrand as Colliers Project Leaders and integrate into Colliers’ New Zealand operations.

In May 2023, the Company entered into an agreement to acquire a controlling interest in Craig & Rhodes Pty Limited (“Craig & Rhodes”), a multi-discipline engineering, design and survey firm in Australia. The business will rebrand as Colliers Engineering & Design and integrate into Colliers’ existing operations in Australia.

For the three months ended March 31, 2023, local currency revenue declined by 1%, primarily due to the significant decline in Capital Markets activity in the seasonally slow first quarter, partly offset by growth in high-value recurring revenues from Investment Management and Outsourcing & Advisory.

Page **3** of **14**

	Three months ended				Change		Change
(in thousands of US$)	March 31				in US		in LC
(LC = local currency)	2023		2022		%		%
Outsourcing & Advisory	$	454,930	$	414,545		%		13	%
Investment Management ^(1)^		120,746		86,377		%		40	%
Leasing		238,387		237,272		%		2	%
Capital Markets		151,840		262,718		%		-41	%
Total revenues	$	965,903	$	1,000,912		%		-1	%

All values are in US Dollars.

(1) Investment Management local currency revenues, excluding pass-through carried interest, were up 96% for thethree months ended March 31, 2023

Results of operations – three months ended March 31, 2023

For the three months ended March 31, 2023, revenues were $965.9 million, 3% lower than the comparable prior year quarter (1% in local currency). Investment Management and Outsourcing & Advisory generated robust growth, Leasing was up slightly while Capital Markets declined considerably in line with overall market conditions. Internally generated revenues declined 9% while acquisitions contributed 8% to local currency revenue growth.

Operating earnings for the first quarter were $22.1 million versus $40.8 million in the prior year quarter. Operating earnings margin was 2.3% as compared to 4.1% in the prior year quarter. The margin decline was attributable to a change in service mix in the seasonally slowest quarter. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) was $104.6 million down 14% versus $121.5 million reported in the prior year quarter. The Adjusted EBITDA margin was 10.8% in the quarter as compared to 12.1% in the prior year quarter.

Depreciation expense was $12.6 million relative to $12.0 million in the prior year quarter with the increase attributable to increased investments in office leaseholds and the impact of recent business acquisitions.

Amortization expense was $36.8 million, versus $24.6 million recorded in the prior year quarter with the increase attributable mainly to intangible assets acquired with recent business acquisitions.

Net interest expense was $22.8 million, versus $6.3 million recorded in the prior year quarter with the increase attributable to higher usage of the Company’s senior unsecured revolving credit facility (“Revolving Credit Facility”) and higher reference rates relative to the prior year quarter. The average interest rate on debt during the period was 4.2%, relative to 3.1% in the prior year quarter.

Consolidated income tax expense for the quarter was $3.5 million, relative to $16.3 million in the prior year quarter. The current quarter’s effective tax rate of 134.5% versus 43.4% in the prior year quarter. The current period tax rate was impacted by the outside basis difference in an investment in the United Kingdom on which a deferred tax benefit could not be recognized.

Net loss for the quarter was $0.9 million versus earnings of $21.3 million in the prior year quarter.

Revenues in the Americas region totalled $581.6 million for the first quarter, down 9% (8% in local currency) versus $641.7 million in the comparative prior year quarter. The decline was related to the significant fall-off in Capital Markets transaction volumes across all asset classes, relative to a very strong prior year quarter. Outsourcing & Advisory revenues were up high single digits, driven by growth in Engineering & Design and Property Management, while Leasing revenues were flat. Adjusted EBITDA was $53.9 million, down 34% (33% in local currency) relative to the strong prior year quarter. The decline in Adjusted EBITDA was due to lower revenues and a change in service mix. GAAP operating earnings were $32.9 million, relative to $61.3 million in the prior year quarter.

Revenues in the EMEA region totalled $143.4 million, down 6% (2% in local currency) compared to $153.3 million in the prior year quarter. Revenue declined significantly in Capital Markets, in line with overall market conditions. Foreign exchange headwinds impacted revenues by 4%. Adjusted EBITDA was a loss of $11.3 million in the seasonally slow first quarter as compared to earnings of $4.9 million in the prior year quarter. GAAP operating loss was $25.0 million, versus $30.8 million in the prior year quarter.

Page **4** of **14**

Revenues in the Asia Pacific region totalled $120.1 million compared to $119.4 million in the prior year quarter, up 1% (7% in local currency), with growth in Leasing and Outsourcing & Advisory more than offsetting a decline in Capital Markets. Foreign exchange headwinds impacted revenues by 6%. Adjusted EBITDA was $8.0 million, down 21% (15% in local currency) relative to the strong prior year quarter on changes in service mix. GAAP operating earnings were $5.0 million, versus $8.2 million in the prior year quarter.

Investment Management revenues for the first quarter were $120.7 million compared to $86.4 million in the prior year quarter, up 40% (40% in local currency). Passthrough revenue (from historical carried interest) was nil versus $24.7 million in the prior year quarter. Excluding the impact of carried interest, revenue was up 96% (96% in local currency) driven by (i) acquisitions and (ii) management fee growth from increased assets under management. Adjusted EBITDA was $54.9 million, up 105% (105% in local currency) over the prior year quarter. GAAP operating earnings were $14.8 million in the quarter, versus $17.2 million in the prior year quarter with the reduction attributable to contingent acquisition consideration related to recent acquisitions. Assets under management were $97.6 billion as of March 31, 2023, as compared to $97.7 billion as of December 31, 2022, with modestly lower asset values mostly offset by net capital inflows.

Unallocated global corporate costs as reported in Adjusted EBITDA were $0.9 million in the first quarter, relative to $1.5 million in the prior year quarter. The corporate GAAP operating loss for the quarter was $5.5 million relative to $15.1 million in the first quarter of 2022.

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Summary of quarterly results

The following table sets forth our quarterly consolidated results of operations data. The information in the table below has been derived from interim consolidated financial statements that, in management’s opinion, have been prepared on a consistent basis and include all adjustments necessary for a fair presentation of information. The information below is not necessarily indicative of results for any future quarter.

Summary of quarterly results - years ended December 31, 2023, 2022 and 2021
(in thousands of US, except per share amounts)
	Q1			Q2			Q3		Q4
Year ended December 31, 2023
Revenues	965,903
Operating earnings	22,144
Net loss	(907	)
Basic net loss per common share	(0.47	)
Diluted net loss per common share	(0.47	)
Year ended December 31, 2022
Revenues	1,000,912		$	1,127,846		$	1,108,324	$	1,222,405
Operating earnings	40,834			103,850			84,030		103,782
Net earnings	21,317			66,731			44,524		61,972
Basic net earnings (loss) per common share	(0.42	)		0.70			0.28		0.52
Diluted net earnings (loss) per common share	(0.42	)		0.67			0.27		0.51
Year ended December 31, 2021
Revenues	774,914		$	945,994		$	1,022,756	$	1,345,465
Operating earnings (loss)	39,956			(385,777	)		75,966		138,354
Net earnings (loss)	24,807			(412,601	)		50,496		99,741
Basic net earnings (loss) per common share	0.11			(10.53	)		0.41		0.98
Diluted net earnings (loss) per common share	0.11			(10.53	)		0.40		0.92
Other data*
Adjusted EBITDA - 2023	104,623
Adjusted EBITDA - 2022	121,461		$	161,313		$	145,065	$	202,686
Adjusted EBITDA - 2021	92,129			136,558			123,641		192,010
Adjusted EPS - 2023	0.86
Adjusted EPS - 2022	1.44			1.84			1.41		2.31
Adjusted EPS - 2021	1.04			1.58			1.27		2.25
*See "Reconciliation of non-GAAP financial measures"

All values are in US Dollars.

Page **5** of **14**

Seasonality and quarterly fluctuations

The Company historically generates peak revenues and earnings in the month of December followed by a low in January and February as a result of the timing of closings on Capital Markets transactions. Revenues and earnings during the balance of the year are relatively even. Capital Markets operations comprised 24% of consolidated annual revenues for 2022. Variations can be caused by business acquisitions which alter the consolidated service mix.

Outlook for 2023

In early February, the Company provided its initial outlook for 2023. Since then, a significant banking crisis has occurred, availability of credit has tightened further and uncertainty around asset valuations has increased, causing a revision to the outlook. Lower transaction volumes are now expected to persist for the remainder of the year. Capital Markets revenues are expected to be down 30-40% for the second quarter versus the prior year period, with year-over-year comparisons becoming more favourable in the third and fourth quarters.

Robust growth (including the impact of recent acquisitions) is expected to continue in the Company’s high value recurring service lines, Investment Management and Outsourcing & Advisory, while Leasing is expected to remain flat to down slightly. The Company expects higher Adjusted EBITDA margins in 2023 due to the change in service mix (greater proportion of earnings coming from higher-margin Investment Management) offset in part by lower Capital Markets margins, net of cost control measures across the Company. Adjusted EPS growth is expected to continue to be impacted by increased interest costs as well as a larger proportion of earnings growth generated from non-wholly owned operations.

The outlook for 2023, including the impact of acquisitions completed in 2022 and to the present date in 2023, is as follows:

		2023 Outlook
Measure	2022	Revised	Prior
Revenue	$4.5 billion	$4.4 billion - $4.6 billion	$4.6 billion - $4.8 billion
AEBITDA	$630.5 million	$670 million - $720 million	$710 million - $750 million
AEPS	$6.99	$6.70 - $7.50	$7.50 - $8.00

The financial outlook is based on the Company’s best available information as of the date of this MD&A, and remains subject to change based on numerous macroeconomic, health, social, geopolitical and related factors.

Liquidity and capital resources

Net cash used in operating activities for the three months ended March 31, 2023 was $132.6 million, versus $280.7 million in the prior year quarter. The decrease in cash usage was primarily due to lower working capital usage as compared to the prior year quarter, which was impacted by payment of accrued compensation and higher contingent acquisition consideration paid. We believe that cash from operations and other existing resources, including our $1.75 billion multi-currency Revolving Credit Facility, will continue to be adequate to satisfy the ongoing working capital needs of the Company.

For the three months ended March 31, 2023, capital expenditures were $18.9 million (March 31, 2022 - $9.8 million). Capital expenditures for the year ending December 31, 2023 are expected to be between $90-$100 million, with the increase primarily attributable to investments in office space in major markets, some of which were deferred from 2022 and are expected to be funded by cash on hand.

Net indebtedness is considered a supplementary financial measure and as of March 31, 2023 was $1.44 billion, versus $1.27 billion as of December 31, 2022. Net indebtedness is calculated as the current and non-current portion of long-term debt (excluding the Convertible Notes and warehouse credit facilities, in accordance with our debt agreements) less cash and cash equivalents. As of March 31, 2023, the Company’s financial leverage ratio expressed in terms of net debt to pro forma Adjusted EBITDA, as defined in our debt agreements, was 2.2x (1.8x as of December 31, 2022), relative to a maximum of 3.5x permitted under our debt agreements. Including the Convertible Notes, our net indebtedness as of March 31, 2023 was $1.67 billion. We were in compliance with the covenants contained in our debt agreements as of March 31, 2023 and, based on our outlook for 2023, we expect to remain in compliance with these covenants.

The Company’s Revolving Credit Facility matures in May 2027. The Revolving Credit Facility is sustainability-linked and includes pricing adjustments tied to achievements of performance targets over time aligned with Colliers’ Elevate the Built Environment framework. These targets include: 1) reducing greenhouse gas emissions consistent with the Science-Based Targets initiative (“SBTi”); 2) increasing female representation in management roles and 3) ensuring Colliers-occupied offices obtain the WELL Health-Safety certification. As of March 31, 2023, the Company had $387.9 million of unused credit under the Revolving Credit Facility.

Page **6** of **14**

In April 2023 the Company increased its borrowing capacity under its Revolving Credit Facility by $250 million to $1.75 billion. The Company was in compliance with all covenants as of March 31, 2023.

The Company’s 4.0% convertible senior subordinated notes (the “Convertible Notes”), due 2025, are unsecured and subordinated to all of the existing and future senior and/or secured indebtedness, and are treated as equity for financial leverage calculations in accordance with our debt agreements. The Convertible Notes are convertible into approximately 4.0 million Subordinate Voting Shares or, if not converted, may be settled at maturity with Subordinate Voting Shares or cash at the option of the Company.

On April 4, 2023, the Company issued a notice of redemption to all holders of its Convertible Notes. The applicable redemption date is June 1, 2023 (the “Redemption Date”), and the Company will, in accordance with the terms and conditions of the indenture governing the Convertible Notes, satisfy its obligations in connection with any redeemed Convertible Notes by issuing an amount of Subordinate Voting Shares per $1,000 of redeemed principal amount that is calculated based on the average of daily volume-weighted average trading prices of the Shares for the thirty trading day period ending on May 24, 2023. All accrued but unpaid interest on any redeemed amounts for the period up to but excluding the Redemption Date will be paid in cash. The Company expects substantially all holders of Convertible Notes to convert into shares at a conversion rate of 17.7607 shares per $1,000 of principal amount, which is equivalent to a conversion price of approximately $56.30 per share.

Colliers Mortgage utilizes warehouse credit facilities for the purpose of funding warehouse receivables. Warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under warehouse credit facilities which fund loans that financial institutions have committed to purchase. The warehouse credit facilities are excluded from the financial leverage calculations under our debt agreements.

The Company’s accounts receivable facility (“AR Facility”) (which includes selected US and Canadian trade accounts receivable) with two third-party financial institutions has committed availability of $175 million with a maturity date of October 24, 2024. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. Borrowing costs under our AR Facility are lower than comparable borrowings under our Revolving Credit Facility. As of March 31, 2023, the Company had drawn $174.9 million under the AR Facility.

During 2022, the Company acquired certain real estate assets in connection with the establishment of new Investment Management funds. The real estate assets, as well as corresponding liabilities, will be transferred to the respective funds during 2023, without gain or loss. The Company recorded the corresponding assets and liabilities on the consolidated balance sheet as of March 31, 2023. We expect to enter into similar transactions from time to time in the future to facilitate the formation of new Investment Management funds.

The Company pays semi-annual dividends in cash after the end of the second and fourth quarters to shareholders of record on the last business day of the quarter. The Company’s policy is to pay dividends on its common shares in the future, subject to the discretion of our Board of Directors. On December 6, 2022, the Company’s Board of Directors declared a semi-annual dividend of $0.15 per share to shareholders of record on December 30, 2022, paid on January 13, 2023. Total common share dividends paid by the Company during the three months ended March 31, 2023 were $6.4 million (March 31, 2022

• $6.6 million).

During the three months ended March 31, 2023, the Company invested cash in acquisitions as follows: $12.5 million in acquisitions of redeemable non-controlling interest and $0.8 million in contingent consideration payments. All acquisitions during the year were funded from borrowings on the Revolving Credit Facility and cash on hand (See Note 4 in our consolidated financial statements). The Company expects to fund any future acquisitions from borrowings on the Revolving Credit Facility and cash on hand.

In relation to acquisitions completed during the past three years, we have outstanding contingent consideration, assuming all contingencies are satisfied and payment is due in full, totalling $422.3 million as at March 31, 2023 (December 31, 2022 - $422.0 million). Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at March 31, 2023 was $93.9 million (December 31, 2022 - $91.2 million). Contingent consideration with a compensatory element is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the consolidated balance sheet for the compensatory element of contingent consideration arrangements as at March 31, 2023 was $83.6 million (December 31, 2022 - $61.9 million). The contingent consideration is based on achieving specified earnings levels and is paid or payable after the end of the contingency period, which extends to April 2028. We estimate that approximately 86% of the contingent consideration outstanding as of March 31, 2023 will ultimately be paid.

Page **7** of **14**

The following table summarizes our contractual obligations as at March 31, 2023:

Contractual obligations
(in thousands of US)		Less than						After
		1 year		1-3 years		4-5 years		5 years
Long-term debt	1,616,536	$	3,632	$	403	$	1,099,953	$	512,548
Warehouse credit facilities	112,331		112,331		-		-		-
Convertible Notes(1)	226,875		-		226,875		-		-
Interest on long-term debt
and Convertible Notes(2)	84,290		13,477		23,400		23,374		24,039
Finance lease obligations	1,639		751		818		70		-
Contingent acquisition consideration(3)	93,883		44,267		28,049		21,452		115
Operating leases obligations	554,286		105,059		168,966		106,532		173,729
Purchase commitments	67,947		21,488		37,290		7,534		1,635
Co-investment Commitments	55,517		55,517		-		-		-
Total contractual obligations	2,813,304	$	356,522	$	485,801	$	1,258,915	$	712,066

All values are in US Dollars.

(1)	See Note 22 to consolidated financial statements.
(2)	No interest calculated beyond May 31, 2023 on Convertible Notes. Figures do not include interest payments for borrowings underthe Revolving Credit Facility. Assuming the Revolving Credit Facility is held until maturity, using current interest rate, we estimatethat we will make $290.8 million of interest payments, $70.0 million of which will be made in the next 12 months.
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(3)	Estimated fair value as at March 31, 2023.
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As at March 31, 2023, we had commercial commitments totaling $12.1 million comprised of letters of credit outstanding due to expire within one year.

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Redeemable non-controlling interests

In most operations where managers or employees are also non-controlling owners, the Company is party to shareholders’ agreements. These agreements allow us to “call” the redeemable non-controlling interests (“RNCI”) at a value determined with the use of a formula price, which is in most cases equal to a multiple of trailing two-year average earnings, less debt. Non-controlling owners may also “put” their interest to the Company at the same price, with certain limitations including (i) the inability to “put” more than 25% to 50% of their holdings in any twelve-month period and (ii) the inability to “put” any holdings for at least one year after the date of our initial acquisition of the business or the date the non-controlling shareholder acquired their interest, as the case may be.

The total value of the RNCI (the “redemption amount”), as calculated in accordance with shareholders’ agreements, was $1.01 billion as of March 31, 2023 (December 31, 2022 - $1.03 billion). The amount recorded on our balance sheet under the caption “redeemable non-controlling interests” is the greater of (i) the redemption amount (as above) or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. As at March 31, 2023, the RNCI recorded on the balance sheet was $1.07 billion (December 31, 2022 - $1.08 billion). The purchase prices of the RNCI may be paid in cash or in Subordinate Voting Shares of Colliers. If all RNCI were redeemed in cash, the pro forma estimated accretion to diluted net earnings per share for the three months ended March 31, 2023 would be $0.26, and the accretion to Adjusted EPS would be $0.06.

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Page **8** of **14**

Critical accounting estimates

Critical accounting estimates are those that we deem to be most important to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified eight critical accounting estimates, which are discussed below.

1.	Revenue recognition. We earn revenues from brokerage transaction commissions, advisory fees, debt<br>finance fees, property management fees, project management fees, engineering and design fees, loan servicing fees and investment management<br>fees. Some of the contractual terms related to the process of earning revenue from these sources, including potentially contingent events,<br>can be complex and may require us to make judgments about the timing of when we should recognize revenue and whether revenue should be<br>reported on a gross basis or net basis. Changes in judgments could result in a change in the period in which revenues are reported, or<br>in the amounts of revenue and cost of revenue reported.
2.	Goodwill. Goodwill impairment testing involves assessing whether events have occurred that would<br>indicate potential impairment and making estimates concerning the fair values of reporting units and then comparing the fair value to<br>the carrying amount of each unit. The determination of what constitutes a reporting unit requires significant management judgment. We<br>have four reporting units, consistent with our four operating segments. Goodwill is attributed to the reporting units at the time of acquisition.<br>Estimates of fair value can be impacted by changes in the business environment, prolonged economic downturns or declines in the market<br>value of the Company’s own shares and therefore require significant management judgment in their determination. When events have<br>occurred that would suggest a potential decrease in fair value, the determination of fair value is calculated with reference to a discounted<br>cash flow model which requires management to make certain estimates. The most sensitive estimates are estimated future cash flows and<br>the discount rate applied to future cash flows. Changes in these assumptions could result in a materially different fair value.
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3.	Business combinations. The determination of fair values of assets acquired and liabilities assumed<br>in business combinations requires the use of estimates and management judgment, particularly in determining fair values of intangible<br>assets acquired. For example, if different assumptions were used regarding the profitability and expected attrition rates of acquired<br>customer relationships or forecasted committed capital and assets under management related to asset management contracts, different amounts<br>of intangible assets and related amortization could be reported.
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4.	Contingent acquisition consideration. Contingent consideration is required to be measured at fair<br>value at the acquisition date and at each balance sheet date until the contingency expires or is settled. The fair value at the acquisition<br>date is a component of the purchase price; subsequent changes in fair value are reflected in earnings. Most acquisitions made by us have<br>a contingent consideration feature, which is usually based on the acquired entity’s profitability (measured in terms of Adjusted<br>EBITDA) during a one to five year period after the acquisition date. Significant estimates are required to measure the fair value of contingent<br>consideration, including forecasting profits for the contingency period and the selection of an appropriate discount rate.
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5.	Mortgage servicing rights (“MSRs”). MSRs, or the rights to service mortgage loans for<br>others, result from the sale or securitization of loans originated by the Company and are recognized as intangible assets on the Consolidated<br>Balance Sheets. The Company initially recognizes MSRs based on the fair value of these rights on the date the loans are sold. Subsequent<br>to initial recognition, MSRs are amortized and carried at the lower of amortized cost or fair value. They are amortized in proportion<br>to and over the estimated period that net servicing income is expected to be received based on projections and timing of estimated future<br>net cash flows.
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6.	Allowance for credit loss reserves. Colliers Mortgage is obligated to share in losses, if any,<br>related to mortgages originated under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) Program. These obligations<br>expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under<br>the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the<br>Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of March 31, 2023, the<br>Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately<br>$4.5 billion. As at March 31, 2023, the loss reserve was $13.3 million (December 31, 2022 - $14.5 million) and was included within Other<br>liabilities on the consolidated balance sheet.
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Page **9** of **14**

Reconciliation of non-GAAP financial measures

In this MD&A, we make reference to certain financial measures that are not calculated in accordance with GAAP.

Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other expense (income); (iii) interest expense; (iv) loss on disposal of operations; (v) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (vi) gains attributable to MSRs; (vii) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (viii) restructuring costs and (ix) stock-based compensation expense. We use Adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present Adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating Adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to Adjusted EBITDA appears below.

	Three months ended
	March 31
(in thousands of US$)	2023			2022
Net earnings (loss)	$	(907	)	$	21,317
Income tax		3,539			16,327
Other income, including equity earnings from non-consolidated investments		(3,320	)		(3,128	)
Interest expense, net		22,832			6,318
Operating earnings		22,144			40,834
Loss on disposal of operations		-			26,090
Depreciation and amortization		49,492			36,640
Gains attributable to MSRs		(3,035	)		(5,297	)
Equity earnings from non-consolidated investments		3,154			3,160
Acquisition-related items		26,468			15,083
Restructuring costs		743			90
Stock-based compensation expense		5,657			4,861
Adjusted EBITDA	$	104,623		$	121,461

Adjusted EPS is defined as diluted net earnings per share as calculated under the “if-converted” method, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) loss on disposal of operations; (iii) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iv) gains attributable to MSRs; (v) acquisition-related items; (vi) restructuring costs and (vii) stock-based compensation expense. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to Adjusted EPS appears below.

Adjusted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is dilutive for the Adjusted EPS calculation for all periods presented.

Page **10** of **14**

	Three months ended
	March 31
(in thousands of US$)	2023			2022
Net earnings (loss)	$	(907	)	$	21,317
Non-controlling interest share of earnings		(10,941	)		(8,516	)
Interest on Convertible Notes		2,300			2,300
Loss on disposal of operations		-			26,090
Amortization of intangible assets		36,843			24,591
Gains attributable to MSRs		(3,035	)		(5,297	)
Acquisition-related items		26,468			15,083
Restructuring costs		743			90
Stock-based compensation expense		5,657			4,861
Income tax on adjustments		(11,348	)		(6,419	)
Non-controlling interest on adjustments		(5,153	)		(3,670	)
Adjusted net earnings	$	40,627		$	70,430
	Three months ended
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	March 31
(in US$)	2023			2022
Diluted net loss per common share^(1)^	$	(0.42	)	$	(0.38	)
Interest on Convertible Notes, net of tax		0.04			0.04
Non-controlling interest redemption increment		0.17			0.64
Loss on disposal of operations		-			0.53
Amortization expense, net of tax		0.48			0.30
Gains attributable to MSRs, net of tax		(0.04	)		(0.06	)
Acquisition-related items		0.52			0.27
Restructuring costs, net of tax		0.01			-
Stock-based compensation expense, net of tax		0.10			0.10
Adjusted EPS	$	0.86		$	1.44
Diluted weighted average shares for Adjusted EPS (thousands)		47,422			48,791
(1) Amounts shown reflect the "if-converted" method's dilutive impact on the Adjusted EPS calculation for the three months ended March 31, 2023 and 2022.

We believe that the presentation of Adjusted EBITDA and adjusted earnings per share, which are non-GAAP financial measures, provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. We use these non-GAAP financial measures when evaluating operating performance because we believe that the inclusion or exclusion of the items described above, for which the amounts are non-cash or non-recurring in nature, provides a supplemental measure of our operating results that facilitates comparability of our operating performance from period to period, against our business model objectives, and against other companies in our industry. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our core business and the valuation of the Company. Adjusted EBITDA and adjusted earnings per share are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs or benefits associated with the operations of our business as determined in accordance with GAAP. As a result, investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP.

Free cash flow is defined as net cash flow from operating activities plus contingent acquisition consideration paid, less purchases of fixed assets, plus cash collections on AR Facility deferred purchase price less distributions to non-controlling interests. We use free cash flow as a measure to evaluate and monitor operating performance as well as our ability to service debt, fund acquisitions and pay of dividends to shareholders. We present free cash flow as a supplemental measure because we believe this measure is a financial metric used by many investors to compare valuation and liquidity measures across companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating free cash flow may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net cash flow from operating activities to free cash flow appears below.

Page **11** of **14**

	Three months ended
	March 31
(in thousands of US$)	2023			2022
Net cash used in operating activities	$	(132,568	)	$	(280,709	)
Contingent acquisition consideration paid		272			59,553
Purchase of fixed assets		(18,883	)		(9,835	)
Cash collections on AR Facility deferred purchase price		30,772			166,328
Distributions paid to non-controlling interests		(11,061	)		(14,926	)
Free cash flow	$	(131,468	)	$	(79,589	)

Percentage revenue and Adjusted EBITDA variances presented on a local currency basis are calculated by translating the current period results of our non-US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared. Percentage revenue variances presented on an internal growth basis are calculated assuming no impact from acquired entities in the current and prior periods. Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions. We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions. Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers.

We use the term assets under management (“AUM”) as a measure of the scale of our Investment Management operations. AUM is defined as the gross market value of operating assets and the projected gross cost of development assets of the funds, partnerships and accounts to which we provide management and advisory services, including capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our definition of AUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers.

Adjusted EBITDA from recurring revenue percentage is computed on a trailing twelve-month basis and represents the proportion of Adjusted EBITDA that is derived from Outsourcing & Advisory and Investment Management service lines. Both these service lines represent medium to long-term duration revenue streams that are either contractual or repeatable in nature. Adjusted EBITDA for this purpose is calculated in the same manner as for our debt agreement covenant calculation purposes, incorporating the expected full year impact of business acquisitions and dispositions.

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Recently adopted accounting guidance

Contract Assets and Contract Liabilities from Contractswith Customers – Business Combinations

In October 2021, the FASB issued ASU No. 2021-08, Accountingfor Contract Assets and Contract Liabilities from Contracts with Customers (Subtopic 805-10: Business Combinations). The ASU requires that recognition and measurement principles of ASC 606 Revenue Recognition be applied for contract assets and contract liabilities acquired in a business combination. The guidance in ASC 805 listing exceptions to recognition principle was amended to include contract assets and contract liabilities. The Company adopted the guidance effective January 1, 2023. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

Reference Rate Reform

The FASB has issued three ASUs related to reference rate reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of ReferenceRate Reform on Financial Reporting and in January 2021 the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. With reference rates like the various tenors of the London Interbank Offered Rates (“LIBOR”) being discontinued between December 31, 2021 and June 30, 2023, a significant volume of contracts and other arrangements will be impacted by the transition required to alternative reference rates. The ASUs provides optional expedients and exceptions to reduce the costs and complexity of applying existing GAAP to contract modifications and hedge accounting if certain criteria are met. The standard is effective for a limited time for all entities through December 31, 2022. In December 2022, FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the SunsetDate of Topic 848, with immediate effect, to defer the sunset date from December 31, 2022 to December 31, 2024, after which the entities will no longer be permitted to apply the relief in Topic 848. The Company has certain debt arrangements which may qualify for use of the practical expedients permitted under the guidance. The Company has evaluated and will continue to evaluate arrangements subject to rate reform and the options under the ASUs to facilitate an orderly transition to alternative reference rates and their potential impacts on its consolidated financial statements and disclosures.

Page **12** of **14**

Financial instruments

We use financial instruments as part of our strategy to manage the risk associated with interest rates and currency exchange rates. We do not use financial instruments for trading or speculative purposes. In December 2018 (amended in May 2022), the Company entered into interest rate swap agreements to convert the SOFR floating interest rate on $100.0 million of US dollar denominated debt into a fixed interest rate of 2.6026% plus the applicable margin. The interest rate swaps are measured at fair value on the balance sheet. The Company designated the interest rate swaps as cash flow hedges at the inception of the respective interest rate swaps. On July 1, 2021, the Company de-designated these hedging relationships.

In July and December 2022, the Company entered into similar interest rate swap agreements (the “2022 IRS”) to hedge an additional $150.0 million and $250.0 million of US dollar borrowings under the Revolving Credit Facility at fixed interest rates of 2.8020% and 3.5920%, respectively. In April 2023, the Company entered into another similar swap agreement (the “2023 IRS”) to hedge an additional $100.0 million of US dollar borrowings under the Revolving Credit Facility at a fixed interest rate of 3.7250%. The 2022 IRS and 2023 IRS have a maturity of May 27, 2027. The swaps are measured at fair value on the balance sheet. Gains or losses on the 2022 IRS and 2023 IRS, which are determined to be effective as hedges, are reported in other comprehensive income.

Financial instruments involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. If we have financial instruments outstanding and such events occur, our results of operations and financial position may be adversely affected.

Transactions with related parties

As at March 31, 2023, the Company had $3.5 million of loans receivable from non-controlling shareholders (December 31, 2022 - $3.6 million). The majority of the loans receivable represent amounts to finance the sale of non-controlling interests in subsidiaries to senior managers. The loans are of varying principal amounts and interest rates which range from nil to 6.6%. These loans are due on demand or mature on various dates up to 2028 but are open for repayment without penalty at any time.

Outstanding share data

The authorized capital of the Company consists of an unlimited number of preference shares, issuable in series, an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. The holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held at all meetings of the shareholders of the Company. The holders of Multiple Voting Shares are entitled to twenty votes in respect of each Multiple Voting Share held at all meetings of the shareholders of the Company. Each Multiple Voting Share is convertible into one Subordinate Voting Share at any time at the election of the holders thereof.

As of the date hereof, the Company has outstanding 42,459,584 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares. In addition, as at the date hereof 2,814,750 Subordinate Voting Shares are issuable upon exercise of options granted under the Company’s stock option plan.

On July 15, 2022, the Company announced a Normal Course Issuer Bid (“NCIB”) effective from July 20, 2022 to July 19, 2023. The Company is entitled to repurchase up to 3,500,000 Subordinate Voting Shares on the open market pursuant to the NCIB.

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Canadian tax treatment of common sharedividends

For the purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by us to Canadian residents on our Subordinate Voting Shares and Multiple Voting Shares are designated as “eligible dividends”. Unless stated otherwise, all dividends (and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules.

Disclosure controls and procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to permit timely decisions regarding required disclosure. Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, as at March 31, 2023. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as at March 31, 2023.

Page **13** of **14**

Changes in internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well-designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that as at March 31, 2023, our internal control over financial reporting was effective.

During the three months ended March 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Legal proceedings

There are no legal proceedings to which Colliers is a party to, or in respect of which, any of the property of Colliers is the subject of, which is or was material to Colliers during 2023, and Colliers is not aware of any such legal proceedings that are contemplated. In the normal course of operations, Colliers is subject to routine immaterial claims and litigation incidental to its business. Litigation currently pending or threatened against Colliers includes disputes with former employees and commercial liability claims related to services provided by Colliers. Colliers believes resolution of such proceedings, combined with amounts set aside, will not have a material impact on the Company’s financial condition or the results of operations.

Forward-looking statements and risks

This MD&A contains forward-looking statements with respect to expected financial performance, strategy and business conditions. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risk and uncertainties. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Factors which may cause such differences include, but are not limited to those set out below and those set out in detail in the “Risk Factors” section of the Company’s Annual Information Form:

·	Economic conditions, especially as they relate to rising interest rates, commercial and consumer credit<br>conditions and business spending, particularly in regions where our operations may be concentrated.
·	Rising inflation and its impact on compensation costs, hiring and retention of talent, and the Company’s<br>ability to recover costs from our clients.
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·	The continuing impact and aftermath of the global COVID-19 pandemic and its related impact on economic<br>conditions, and in particular its impact on client demand for our services, our ability to deliver services and ensure the health and<br>productivity of our employees.
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·	Commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity<br>for transactions.
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·	The effect of significant movements in average capitalization rates across different property types.
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·	A change in or loss of our relationship with US government agencies.
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·	Defaults by borrowers on loans originated under the Fannie Mae Delegated Underwriting and Servicing Program.
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·	A reduction by clients in their reliance on outsourcing for their commercial real estate needs.
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·	Competition in the markets served by the Company.
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·	The impact of changes in the market value of assets under management on the performance of our Investment<br>Management business.
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·	A decline in our ability to fundraise in our Investment Management operations, or an increase in redemptions<br>from our perpetual funds and separately managed accounts.
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Page **14** of **14**

·	A decline in our ability to attract, recruit and retain talent.
·	A decline in our performance impacting our continued compliance with the financial covenants<br>under our debt agreements, or our ability to negotiate a waiver of certain covenants with our lenders.
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·	The effect of increases in interest rates on our cost of borrowing.
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·	Unexpected increases in operating costs, such as insurance, workers’ compensation and health care.
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·	Changes in the frequency or severity of insurance incidents relative to our historical experience.
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·	The effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian<br>dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses.
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·	A decline in our ability to identify and make acquisitions at reasonable prices and successfully integrate<br>acquired operations.
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·	Disruptions, cyber attacks or security failures in our information technology systems, and our ability<br>to recover from such incidents.
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·	The ability to comply with laws and regulations related to our global operations, including real estate<br>and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions.
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·	Political conditions, including political instability, any outbreak or escalation of hostilities, elections,<br>referenda, trade policy changes, immigration policy changes and terrorism and the impact thereof on our business.
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·	Changes in climate and environment-related policies that directly impact our businesses.
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·	Changes in government laws and policies at the federal, state/provincial or local level that directly<br>impact our businesses.
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·	Conversion of the Convertible Notes to Subordinate Voting Shares may dilute the ownership of existing<br>shareholders.
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We caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results, performance or achievements. The reader is cautioned against undue reliance on these forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking statements should not be regarded as a representation by the Company or any other person that the future events, plans or expectations contemplated by the Company will be achieved. We note that past performance in operations and share price are not necessarily predictive of future performance. We disclaim any intention and assume no obligation to update or revise any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.

Additional information

Additional information about Colliers, including our Annual Information Form for the year ended December 31, 2022, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Further information about us can also be obtained at www.colliers.com.