Colliers International Group Inc 40-F for FY2019

UNITEDSTATES Securities and Exchange Commission

Washington,D.C. 20549

Form 40-F

[   ] Registration Statement Pursuant to Section 12 of the Securities Exchange Act of 1934

or

[x] Annual Report Pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2019

Commission file number 001-36898

Colliers International Group Inc.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’sname into English (if applicable))

Ontario, Canada

(Province or other jurisdiction of incorporation or organization)

6500

(Primary Standard Industrial Classification Code Number (if applicable))

N/A

(I.R.S. Employer Identification Number (if applicable))

1140 Bay Street, Suite 4000

Toronto, Ontario, Canada M5S 2B4

416-960-9500

(Address and telephone number of Registrant’s principalexecutive offices)

Mr. Santino Ferrante, Ferrante & Associates

126 Prospect Street, Cambridge, MA 02139

617-868-5000

(Name, address (including zip code) and telephone number (includingarea code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Subordinate Voting Shares	CIGI	NASDAQ Stock Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[x] Annual information form                  [x] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

38,519,517 Subordinate Voting Shares and 1,325,694 Multiple Voting Sharesas of December 31, 2019

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

[x] Yes [  ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

[x] Yes [  ] No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company [  ]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report on Form 40-F:

A. Annual Information Form

For the Registrant’s Annual Information Form for the year ended December 31, 2019, see Exhibit 1 of this Annual Report on Form 40-F.

B. Audited Annual Financial Statements

For the Registrant’s audited consolidated financial statements as at December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018, see Exhibit 2 of this Annual Report on Form 40-F.

C. Management’s Discussion and Analysis

For the Registrant’s management’s discussion and analysis for the year ended December 31, 2019, see Exhibit 3 of this Annual Report on Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES

The Registrant’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this annual report (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Registrant’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and (ii) accumulated and communicated to the Registrant’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

MANAGEMENT’S ANNUAL REPORT ON INTERNALCONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Registrant. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has excluded four individually insignificant entities acquired by the Registrant during the last fiscal period from its assessment of internal control over financial reporting as at December 31, 2019. The total assets and total revenues of the four majority-owned entities represent 1.7% and 2.5%, respectively, of the related consolidated financial statement amounts as at and for the year ended December 31, 2019.

Management has assessed the effectiveness of the Registrant’s internal control over financial reporting as at December 31, 2019, based on the criteria set forth in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as at December 31, 2019, the Registrant’s internal control over financial reporting was effective.

The effectiveness of the Registrant’s internal control over financial reporting as at December 31, 2019 has been audited by PricewaterhouseCoopers LLP, the Registrant’s independent registered public accounting firm, as stated in their report filed in Exhibit 2 of this Annual Report on Form 40-F.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the year ended December 31, 2019, there were no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended December 31, 2019 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

AUDIT COMMITTEE FINANCIAL EXPERTS

The Registrant’s board of directors (the “Board of Directors”) has determined that it has two audit committee financial experts (as such term is defined in paragraph 8 of General Instruction B to Form 40-F) serving on its audit & risk committee (the “Audit Committee”). Each of Messrs. L. Frederick Sutherland and Peter F. Cohen have been determined by the Board of Directors to be such audit committee financial expert and is independent (as such term is defined by the corporate governance standards of the NASDAQ Stock Market (“NASDAQ”) applicable to the Registrant).

Mr. Sutherland was the Executive Vice President and Chief Financial Officer of Aramark Corporation, Philadelphia, PA, a provider of services, facilities management and uniform and career apparel, from 1997 to 2015. Prior to joining Aramark in 1980, Mr. Sutherland was Vice President in the Corporate Banking Department at Chase Manhattan Bank, New York, NY. Mr. Sutherland is a director of Consolidated Edison, Inc. and Sterling Talent Solutions. Mr. Sutherland is also Chairman of the board of directors of WHYY, Philadelphia’s public broadcaster, a trustee of Duke University, Board President of Episcopal Community Services, an anti-poverty agency, and a Trustee of People’s Light, a professional non-profit theater. Mr. Sutherland holds an MBA in Finance from the Katz School of the University of Pittsburgh and a Bachelors in Physics and Mathematics from Duke University.

Mr. Cohen is a Chartered Professional Accountant and a former partner in an audit practice of a public accounting firm. Mr. Cohen is currently the Vice Chairman of the Board of Directors of the Registrant and President and Chief Executive Officer of the Dawsco Group, a private real estate and investment company owned by Mr. Cohen and his family. Mr. Cohen was a co-founder and Chairman and Chief Executive Officer of Centrefund Realty Corporation, a publicly-traded shopping center investment company until August 2000 when control of the company was sold. Mr. Cohen serves as the Treasurer and a Director of the Sinai Health System and is the Co-Chair of the Resources Committee and Building and Development Committee.

The SEC has indicated that the designation of each of Messrs. Sutherland and Cohen as an audit committee financial expert does not make them an “expert” for any purpose, impose on them any duties, obligations or liability that are greater than the duties, obligations or liability imposed on them as a member of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

CODE OF ETHICS

The Registrant has adopted a Code of Ethics and Conduct that applies to all directors, officers and employees of the Registrant and its subsidiaries, and a Financial Management Code of Ethics, which applies to senior management and senior financial and accounting personnel of the Registrant and its subsidiaries. A copy of the Code of Ethics and Conduct and the Financial Management Code of Ethics can be obtained, free of charge, on the Registrant’s website (www.colliers.com) or by contacting the Registrant at (416) 960-9500. Information contained or otherwise accessed through the Registrant’s website or any other website, other than those documents filed as exhibits hereto or otherwise specifically referred to herein, does not form part of this Annual Report on Form 40-F, and any reference to the Registrant’s website herein is as an inactive textual reference only.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets out the fees billed to the Registrant by PricewaterhouseCoopers LLP for professional services rendered in each of the years ended December 31, 2019 and 2018. During these years, PricewaterhouseCoopers LLP was the Registrant’s only external auditor.

(in thousands of C)	Year ended December 31, 2019		Year ended December 31, 2018
Audit fees (note 1)	1,868	$	2,030
Audit-related fees (note 2)	121		294
Tax fees (note 3)	518		129
All other fees (note 4)	82		84
	2,589	$	2,537

All values are in US Dollars.

Notes:

1.	Refers to the aggregate fees billed by the Registrant's external auditor for audit services relating<br>to the audit of the Registrant and statutory audits required by subsidiaries.
2.	Refers to the aggregate fees billed for assurance and related services by the Registrant's external<br>auditor that are reasonably related to the performance of the audit or review of the Registrant's financial statements and are<br>not reported under (1) above, including professional services rendered by the Registrant's external auditor for accounting consultations<br>on proposed transactions and consultations related to accounting and reporting standards. Such fees included amounts incurred in<br>respect of: due diligence and other work related to the disposition and acquisition of businesses, such work being unrelated to<br>the audit of the Registrant's financial statements, as well as other audit-related services.
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3.	Refers to the aggregate fees billed for professional services rendered by the Registrant's external<br>auditor for tax compliance, tax advice and tax planning.
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4. Refers to fees for consulting and subscriptions to accounting and tax research tools.

The Registrant’s Audit Committee pre-approves all audit services and permitted non-audit services provided to the Registrant by PricewaterhouseCoopers LLP. The Audit Committee has delegated to the Chair of the Audit Committee, who is independent, the authority to act on behalf of the Audit Committee with respect to the pre-approval of all audit and permitted non-audit services provided by its external auditors from time to time. Any approvals by the Chair are reported to the full Audit Committee at its next meeting. All of the services described in footnotes 2, 3 and 4 under “Principal Accountant Fees and Services” above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Registrant’s financial performance or financial condition other than the payments which may be required to be made under the acquisition of control arrangement contained in the restated management services agreement among the Registrant, Jayset Management CIG Inc. and Jay S. Hennick. A description of the acquisition of control arrangement is set out in Note 16 to the consolidated financial statements included as Exhibit 2 to this Annual Report on Form 40-F, and is incorporated herein by reference.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The information provided in the table entitled “Contractual Obligations” under the section entitled “Liquidity and Capital Resources” in the management’s discussion and analysis included as Exhibit 3 to this Annual Report on Form 40-F, is incorporated herein by reference.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are L. Frederick Sutherland (Chair), Peter F. Cohen, John (Jack) P. Curtin, Jr. and Katherine M. Lee.

CORPORATE GOVERNANCE

The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and its Subordinate Voting Shares are listed on the Toronto Stock Exchange and the NASDAQ Global Select Market. NASDAQ Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in the NASDAQ Listing Rules. A foreign private issuer that follows home country practices in lieu of certain corporate governance provisions of the NASDAQ Listing Rules must disclose each NASDAQ corporate governance requirement that it does not follow and include a brief statement of the home country practice the issuer follows in lieu of the NASDAQ corporate governance requirement(s), either on its website or in its annual filings with the Commission. A description of the significant ways in which the Registrant’s corporate governance practices differ from those followed by domestic companies pursuant to the applicable NASDAQ Listing Rules is disclosed on the Registrant’s website at https://corporate.colliers.com/en/Investor-Relations/Governance-Documents.

MINE SAFETY DISCLOSURE

Not applicable.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.       Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.

B.       Consent to Service of Process

The Registrant has previously filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with its Subordinate Voting Shares.

Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of the Registrant.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: February 19, 2020	Colliers International Group Inc.
	By:	/s/ Christian Mayer
		Name:	Christian Mayer
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document
1	Annual Information Form of the Registrant for the year ended December 31, 2019.
2	Audited consolidated financial statements of the Registrant as at December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018, in accordance with generally accepted accounting principles in the United States.
3	Management’s discussion and analysis of the Registrant for the year ended December 31, 2019.
23	Consent of PricewaterhouseCoopers LLP.
31	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of 1934.
32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data File.

Exhibit 1

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COLLIERSINTERNATIONAL GROUP INC.

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AnnualInformation Form

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Forthe year ended December 31, 2019

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February19, 2020

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TABLE OF CONTENTS

Forward-looking<br> statements	2
Corporate<br> structure	3
General<br> development of the business	4
Dividends<br> and dividend policy	12
Capital<br> structure	12
Market for<br> securities	14
Escrowed<br> securities and securities subject to contractual restriction on transfer	14
Transfer<br> agents and registrars	14
Directors<br> and executive officers	14
Legal proceedings<br> and regulatory actions	19
Properties	19
Reconciliation<br> of non-GAAP financial measures	19
Risk factors	21
Interest<br> of management and others in material transactions	27
Material<br> contracts	27
Cease trade<br> orders, bankruptcies, penalties or sanctions	28
Conflicts<br> of interest	29
Independent<br> registered public accounting firm	29
Audit &<br> Risk Committee	29
Additional<br> information	31

Exhibit “A” – Audit & Risk Committee Mandate

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FORWARD-LOOKING STATEMENTS

This Annual Information Form contains, and incorporates by reference, “forward looking statements” which reflect the current expectations, estimates, forecasts and projections of management regarding our future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as “may,” “would,” “could,” “will,” “anticipate,” “believe,” “plan,” “expect,” “intend,” “estimate,” “aim,” “endeavour” and similar expressions have been used to identify these forward-looking statements. 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 risks, uncertainties and assumptions. 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, including, without limitation, those listed in the “Risk Factors” section of this Annual Information Form. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this Annual Information Form. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained, or incorporated by reference into, this Annual Information Form are based upon what management currently believes to be reasonable assumptions, we cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this Annual Information Form and we do not intend, and do not assume any obligation, to update or revise these forward-looking statements, except as otherwise required by law.

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COLLIERS INTERNATIONAL GROUP INC.

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ANNUAL INFORMATION FORM

February 19, 2020

All amounts referred to in this AnnualInformation Form (“AIF”) are in United States dollars unless otherwise indicated. All financial and statistical datain this AIF is presented as at December 31, 2019 unless otherwise indicated.

Corporate structure

Colliers International Group Inc. was (“we,” “us,” “our,” “Colliers,” or the “Company”) was formed under the Business CorporationsAct (Ontario) by Articles of Arrangement dated June 1, 2015. The predecessor to the Company, FirstService Corporation (“Old FSV”), was formed by Articles of Incorporation dated February 25, 1988. Old FSV amalgamated with Coloma Resources Limited pursuant to Articles of Amalgamation dated July 31, 1988, and the amalgamated corporation continued as Old FSV.

By Articles of Amendment dated April 2, 1990, Old FSV: (i) consolidated each of its Class A Subordinate Voting Shares on a 30 to 1 basis and changed the designation of that class of shares to “Subordinate Voting Shares”, each such share carrying one vote; and (ii) consolidated each of its Class B shares on a 30 to 1 basis and changed the designation of that class of shares to “Multiple Voting Shares”, each such share carrying 20 votes.

By Certificate of Amendment dated June 27, 2007, the first series of Preference Shares of Old FSV were created and designated as 7% cumulative preference shares, series 1 (the "Preferred Shares"), with each Preferred Share having a stated value of US$25.00 and carrying a fixed cumulative annual dividend of US$1.75 payable quarterly. All outstanding Preferred Shares were eliminated on May 3, 2013 by way of a partial redemption for cash of $39.2 million immediately followed by a mandatory conversion of all then remaining Preferred Shares into Subordinate Voting Shares, which resulted in the issuance of 2.89 million new Subordinate Voting Shares.

On June 1, 2015, Old FSV completed a plan of arrangement (the “Spin-off”) which separated Old FSV into two independent publicly traded companies – Colliers, a global leader in commercial real estate services and new FirstService Corporation (“FirstService”), the North American leader in residential property management and related services. The Spin-off was designed to enhance long-term value for shareholders by creating two independent and sustainable companies, each with the ability to pursue and achieve greater success by employing independent value creation strategies best suited to its core businesses and customers. Under the Spin-off, Old FSV shareholders received one Colliers share and one FirstService share of the same class as each Old FSV share previously held, Old FSV amalgamated with a wholly-owned subsidiary and changed its name to Colliers and FirstService adopted the name “FirstService Corporation”.

Our Subordinate Voting Shares are publicly traded on both the Toronto Stock Exchange (“TSX”) (symbol: CIGI) and The NASDAQ Stock Market (“NASDAQ”) (symbol: CIGI). Our head and registered office is located at 1140 Bay Street, Suite 4000, Toronto, Ontario, M5S 2B4. Our fiscal year-end is December 31.

Intercorporate Relationships

We have the following principal subsidiaries which have total assets or revenues which exceed 10% of our total consolidated assets or revenues as at and for the year ended December 31, 2019:

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Name of Subsidiary	Percentage of Voting Securities Owned	Jurisdiction of<br><br> <br>Incorporation, Continuance,<br><br> <br>Formation or Organization
Colliers<br> International EMEA Holdings Ltd.	100%	England<br> & Wales
Colliers<br> International Finco (Canada) Inc.	100%	Ontario
Colliers<br> International Financing Hungary PLC	100%	Hungary
Colliers<br> International EMEA Finco PLC	100%	England<br> & Wales
Colliers<br> International Holdings (Australia) Ltd.	100%	New<br> South Wales, Australia
Colliers<br> International Holdings (USA), Inc.	100%	Delaware
Colliers<br> International USA, LLC	100%	Delaware
Colliers<br> Investment Management Holdings, Inc.	100%	Delaware
Colliers<br> Macaulay Nicolls Inc.	100%	Ontario
Colliers<br> Macaulay Nicolls (Cyprus) Ltd.	100%	Cyprus
Globestar<br> Ltd.	100%	England<br> & Wales
Harrison<br> Street Real Estate Capital, LLC	75%	Delaware

The above table does not include all of the subsidiaries of Colliers.

General development of the business

Our origins date back to 1972 when Jay S. Hennick, the Chairman & CEO of the Company, started a Toronto commercial swimming pool and recreational facility management business, which became the foundation of Old FSV. In 1993, we completed our initial public offering on the TSX, raising C$20 million. In 1995, our shares were listed on NASDAQ. In 1997, a second stock offering was completed in Canada and the United States raising US$20 million. In December 2004, a stock dividend was declared effectively achieving a 2-for-1 stock split for all outstanding Subordinate Voting Shares and Multiple Voting Shares (together, the “Common Shares”). In 2009, Old FSV issued US$77 million of convertible unsecured subordinate debentures, which were subsequently converted into 2.7 million Subordinate Voting Shares in 2014.

From 1994 to present, we completed numerous acquisitions and selected divestitures, developing, growing and focusing on the real estate services provided by us today.

In 2004, we established a commercial real estate services division under the “Colliers International” brand with the acquisition of Colliers Macaulay Nicolls Inc. (“CMN”). Since that time, we have strengthened this business across markets and acquired numerous businesses within existing and new markets greatly expanding its geographic scope, services and talent. Today, Colliers is one of the world’s largest commercial real estate services providers offering a full range of commercial real estate services in the United States, Canada, Australia, the United Kingdom, Germany, China and several other countries in Asia, Europe and Latin America.

In 2006, we disposed of Resolve Corporation, our Business Services division, through an initial public offering of trust units in Canada of a related income trust. In 2008, we disposed of our Integrated Security Services division, which included Intercon Security in Canada and SST in the United States, for gross cash proceeds of approximately $187.5 million. These disposals marked a significant milestone in the execution of our strategy of focusing on real estate services for future growth.

In 2013, we completed the sale of Field Asset Services, LLC, a property preservation and distressed asset management services provider, for gross cash proceeds of $55 million.

In 2015, we completed the Spin-off, creating two independent publicly traded companies: Colliers in commercial real estate services and FirstService in residential property management and related services. In connection with the Spin-off, Colliers entered into an Arrangement Agreement with, among others, FirstService dated March 11, 2015 (the “Arrangement Agreement”) and a Transitional Services and Separation Agreement with, among others, FirstService dated June 1, 2015 (the “Transitional Services and Separation Agreement”). The Arrangement Agreement set out the terms and conditions to the arrangement, including the plan of arrangement, which effected the Spin-off. The Transitional Services and Separation Agreement set out the mechanics for the separation of the businesses, including the division of assets and the assumption of liabilities and matters governing certain ongoing relationships between Colliers and FirstService, including reciprocal indemnities with respect to the assets and liabilities kept by Colliers or transferred to FirstService.

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On July 5, 2018, we acquired 75% of the ownership interests in Harrison Street Real Estate Capital, LLC (“Harrison Street”), a real estate investment firm dedicated to demographic-based investing with approximately $15.6 billion in assets under management as at June 30, 2018. At closing, we paid $452 million, and an additional $100 million is payable in 2022 based on Harrison Street achieving certain accelerated performance targets. The senior management team of Harrison Street holds the balance of the equity. Headquartered in Chicago, with an office in London, England, Harrison Street is a pioneer in demographic-based real estate investing. Since its inception in 2005, the firm has established a series of disciplined and highly differentiated investment products across multiple risk/return strategies, originating and managing a series of open and closed-end real estate investment funds and liquid securities. Harrison Street investors include sovereign wealth funds, public and corporate pension funds, endowments, insurance companies, foundations and family offices.

On December 19, 2019, we entered into an agreement to acquire a controlling interest in four subsidiaries of Dougherty Financial Group LLC - Dougherty Mortgage LLC, Dougherty & Company LLC, Dougherty Funding LLC and Dougherty Insurance Agency LLC (together “Dougherty”). Headquartered in Minneapolis with more than 250 professionals operating from nine offices, Dougherty provides commercial real estate mortgage banking, brokerage and investment banking services across 21 U.S. states. The transaction is subject to customary closing conditions, including receipt of regulatory approval, and is expected to close in the second quarter of 2020.

Narrative description of Colliers

History

Colliers Macaulay Nicolls Inc. (“CMN”) traces its roots back to 1898 when Macaulay Nicolls was founded in Vancouver, Canada as a property management and insurance agency. Colliers originated in 1976 in Australia through the merger of three commercial property services firms. In 1984, Colliers joined forces with Macaulay Nicolls to form CMN. Over the years, Colliers continued to grow globally as other market leading commercial real estate service providers joined the group. In 2004, Old FSV acquired a controlling interest in CMN. At the time of the acquisition by Old FSV, CMN was generating approximately $250 million in annual revenue.

With the financial and strategic support of Old FSV and a deep and experienced senior management team, CMN accelerated its growth by adding company-owned operations, expanding into complementary service areas and growing into other geographic regions. By 2010, Old FSV had unified all operations globally under the “Colliers International” brand name with one mission and standardized business practices delivered consistently throughout all operations. Over the past 15 years, Colliers has been the fastest growing major, global commercial real estate services business based on revenue growth. A summary of Colliers’ history and growth initiatives to date is as follows:

Year	Event
1898	Macaulay Nicolls founded in Vancouver, Canada
1976	Colliers International Property Consultants incorporated<br> in Australia
1984	Colliers International launches global expansion<br> into Canada and the US as CMN
1986	Colliers International merges operations in Australia<br> and Asia establishing operations in 20 markets in Asia Pacific
1990	Colliers International expands into emerging markets<br> including Central Europe and Latin America
2004	Old FSV acquires a controlling interest in CMN<br> with a long-term strategy to consolidate operations and create one global organization, under one brand with consistent business<br> practices applied globally
2006	Between 2006 and 2010, CMN begins to strengthen<br> and grow its global platform by acquiring additional Colliers International branded operations. In total, 29 acquisitions<br> are completed in 15 countries around the world

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Year	Event
2010	The US operations of Colliers<br> combine with CMN and re-brand under as “Colliers International” in all markets<br><br> <br>Original network structure is<br> disbanded and newly re-branded Colliers International, controlled by Old FSV, becomes one of the largest and most recognized<br> brands in commercial real estate globally
2012	Colliers acquires the Colliers International operations<br> in the United Kingdom and Ireland and integrates them into its global platform
2013	Colliers acquires the German Colliers International<br> operations and integrates them into its global platform
2014	Colliers International voted<br> to the top five in Global Outsourcing 100 for the first time in its history<br><br> <br>Colliers expands to France and<br> Belgium and strengthens operations in the Netherlands, Spain, Morocco, Switzerland with the acquisition of AOS Group
2015	Colliers International Group<br> Inc. begins trading on the NASDAQ and TSX on June 2, 2015<br><br> <br>Colliers names Jay S. Hennick<br> as is Chairman & CEO
2017	Colliers acquires two of largest remaining non-owned<br> Colliers International branded operations in the United States. Colliers acquires the Colliers International operations in<br> Denmark and integrates them into its global platform
2018	In January 2018, Colliers expands<br> to Finland with the acquisition of Ovenia Group, a leading real estate management and services company headquartered in<br> Helsinki<br><br> <br>In July 2018, Colliers acquires<br> a controlling interest in Harrison Street, a real estate investment management firm dedicated to demographic-based investing<br> with approximately $15.6 billion in assets under management as at June 30, 2018
2019	Colliers acquires Synergy Property<br> Development Services, the leader in project management services in India<br><br> <br>In December 2019, Colliers enters<br> into an agreement to acquire Dougherty to strengthen its commercial real estate mortgage banking, brokerage and investment<br> banking capabilities in the U.S.

Service offerings

Real Estate Brokerage Services(56% of revenues)

We provide transaction brokerage services in sales and leasing for commercial clients. Our commercial real estate advisors assist buyers and sellers in connection with the acquisition or disposition of real estate; assist landlords and tenants with lease opportunities; and assist borrowers and lenders with the placement of debt capital on commercial real estate assets. Our advisors typically perform their services for compensation based on commissions calculated on the value of a transaction. Our Sales and Lease Brokerage division has approximately 4,500 professional advisors globally. This division executes transactions across a diverse client base, including corporations, financial institutions, governments and individuals.

We provide services for sales, leases, and mortgages in the following areas:

•	Landlord Representation: Agency advisors work on behalf of property owners to search for and<br> obtain tenants and other occupiers by strategically positioning and promoting the property<br> through various campaigns and marketing channels. Our advisors look to secure the right<br> tenants for clients’ properties, help owners avoid common pitfalls of the leasing<br> process and otherwise support landlord ownership goals for their real estate assets.
•	Tenant Representation: Our brokerage advisors work on behalf of tenants to lease the right<br> space in the right location and secure the most favorable terms. Our advisors help to<br> turn a lease, often the second-greatest expenditure for a business after payroll, from<br> a cost center into a competitive advantage that can elevate their brand, streamline their<br> operations, attract leading talent and make a meaningful impact to their bottom line.
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•

Capital Markets & Investment Services: Colliers’ Capital Markets & Investment<br> Services advisors are professionals that work collaboratively to provide real estate<br> expertise to our clients, acting in a consultancy capacity to help each client maximize<br> investment returns, whether as a buyer, seller or borrower. Capital Markets & Investment<br> Services advisors are organized into office, industrial, retail, multifamily, hospitality,<br> healthcare and special purpose teams in order to drive thought leadership for each major<br> asset class. Many team members also represent subspecialties in areas such as Affordable<br> Housing, Data Centers, Student Housing, Seniors Housing, Land, Self-Storage and Transit<br> Oriented Development. These investment teams are further organized in subsets to meet<br> the needs of both our institutional and private capital clients, recognizing that these<br> client groupings have different needs. These investment teams understand the intricacies<br> of single asset and portfolio executions and, with the assistance of our advisors, are<br> globally connected with active market participants. Integrally supporting these investment<br> teams is a national group of debt & equity financing advisors that help both our<br> institutional and private capital clients with senior and subordinated debt strategies<br> and placements with a global network of capital providers. Many of our financing advisors<br> have experience helping our clients with preferred and common equity strategies and placements,<br> including partnership capitalizations and recapitalizations. Our financing professionals<br> are in the market continuously with these capital sources, providing our clients with<br> significant market intelligence and leverage when evaluating their financing needs. Our<br> Capital Markets & Investment Services teams work closely with each service line,<br> including property management, project management, leasing, and valuations in order to<br> serve the broader business needs of each client.

In our Sales and Lease Brokerage division, advisors work with all asset classes, including office, industrial, retail, multi-family, hospitality, health care and mixed-use properties. In 2019, our Sales and Lease Brokerage division completed 55,000 sale and lease transactions for a total transaction value of $112 billion.

Outsourcing & Advisory Servicesand Investment Management (44% of revenues)

Outsourcing & Advisory Services and Investment Management represent higher-value-add professional real estate services with substantially all of the revenues contractual and recurring or repeat in nature.

Outsourcing& Advisory Services

Our Outsourcing & Advisory Services division provides corporate and workplace solutions, appraisal and valuation services, facility, property management services, project management services and research for commercial real estate clients. The Outsourcing & Advisory Services division partners with large corporations in managing their overall real estate portfolios and transactions to reduce costs, improve execution across multiple markets and increase operational efficiency. Professional staff combines proprietary technology with high level strategic planning, portfolio management, lease administration and facilities and project management. The Outsourcing & Advisory Services division has approximately 5,400 professional staff globally.

Our Outsourcing & Advisory Services include:

•

Corporate Solutions: We work as an extension of a client’s team to provide deep expertise<br> and a comprehensive set of portfolio management, transaction management, project management,<br> workplace solutions, strategic consulting, property and asset management as well as other<br> corporate real estate services. Our Corporate Solutions clients are typically companies<br> or public sector institutions with large, highly distributed and diverse real estate<br> portfolios. We typically enter into long-term, contractual relationships with these clients<br> to ensure that real estate strategies are developed to support their overall business<br> needs. This service line offers clients a fully integrated suite of services under the<br> leadership and accountability of an account leader or team who are responsible for overall<br> performance around the world. Many of our contracts contain fees that are tied to performance<br> against client objectives (such as cost and footprint reduction, cycle-time improvement<br> and customer satisfaction) instead of fees based solely on transaction commissions. Our<br> corporate solutions teams have a unified value proposition which is to deliver customized,<br> accountable and innovative real estate solutions that result in the best service experience<br> and alignment with our client’s core business strategy. We have developed industry-leading<br> technology through Colliers360 (which provides clients with user-friendly, fast and flexible<br> dashboard and analytics technologies via a secure webpage) which allows us to measure<br> performance and help our clients make efficient, well-informed decisions regarding their<br> real estate portfolio. Colliers 360 also includes leading edge business intelligence<br> that populates data from various independent and client related sources. We also provide<br> lease administration, transaction, project management and facilities management systems.

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•	Valuation & Advisory Services: We provide clients with an opinion of a property’s<br> value that complies with a client’s requirements and applicable professional standards<br> and regulations to offer a nuanced understanding of the property and broader market trends.<br> Our advisors leverage best-in-class technology to offer clients both speed and accuracy<br> while maintaining a dedicated project leader and senior management oversight to ensure<br> quality and accountability. Services include valuation and appraisal review and management,<br> portfolio or single asset valuation, arbitration and consulting, highest and best use<br> studies, tax appeals and litigation support.
•	Property Management Services: Property Management provides oversight and management of the<br> daily operations of a single property or portfolio of properties and provides on-going<br> strategic advice on ways in which clients can maximize the value of their properties.<br> Services include building operations and maintenance, facilities management, lease administration,<br> property accounting and financial reporting, contract management and construction management.<br> We ensure that we implement the owner’s specific property value enhancement objectives<br> through maximization of opportunities to help clients ensure excellent tenant relations<br> while maximizing property level cash flows.
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•	Project Management Services: We provide project management services for a wide range of projects<br> regardless of size. These services include bid document review, construction monitoring<br> and delivery management, contract administration and integrated cost control, development<br> management, facility and engineering functionality, milestone and performance monitoring,<br> quality assurance, risk management and strategic project consulting.
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•	Workplace Strategy: We provide a full suite of visioning, change management and strategic consulting<br> services to occupiers to maximize the effectiveness of their workplace. These consulting<br> services are designed to help clients turn their real estate into a competitive advantage<br> to recruit and retain talent through the analysis and design of an optimal work environment
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•	Property Marketing: We provide turnkey property marketing solutions for both commercial and<br> high-end residential projects to generate demand and attract credit-worthy tenants and<br> investors. We have made a significant investment in our property marketing strategies,<br> increasing volumes of leads and reducing time-on-market. The majority of the leads we<br> generate for our clients now come from online sources. By transforming the typical industry<br> marketing mix, we can both reduce costs and decrease lease-up time. Our property marketing<br> platform is impactful with both domestic and sophisticated international buyers.
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•	Research Services: Our Research Services provide data-driven insights for owners and landlords<br> into emerging trends and market activity, projections for lease rates, valuation estimations<br> based on comparable transactions and mapping services. Research Services provide insights<br> for occupiers and tenants into future lease rates, expansion potential, potential to<br> sublease and mapping services.
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Our Outsourcing & Advisory Services revenues are derived from fees which are typically contractual, both fixed and performance based, and contract terms are often multi-year providing recurring or repeat revenues.

InvestmentManagement

Our investment management services are primarily conducted through our subsidiary Harrison Street and its affiliates. Harrison Street is a real estate investment management (“REIM”) firm with a differentiated investment strategy focused on demographic-based investing with approximately $27 billion in assets under management (“AUM”) as at December 31, 2019. Specifically, these sectors include education, healthcare and storage as well as social and utility infrastructure in the United States and Europe. Harrison Street is a pioneer in demographic-based real estate investing, which we believe is a defensive strategy given consistent demand for underlying real estate and lower volatility in the value of real estate in these sectors.

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The education, healthcare and storage sectors represent an estimated investable universe of over $1 trillion, representing a significant opportunity for continuing institutional investment. These sectors benefit from strong demographic trends, attractive risk-adjusted returns relative to real estate in other classes, liquidity (measured in terms of resale volume), inflation protection (due to shorter term leases), limited supply and market fragmentation (resulting in pricing inefficiencies).

Since its inception in 2005, Harrison Street has established a series of disciplined and highly differentiated investment products across multiple risk/return strategies, originating and managing a series of open and closed-end real estate investment funds and liquid securities. Approximately 46% of Harrison Street’s AUM is held in closed end funds, 50% in open end funds and 4% in separate accounts. Harrison Street’s more than 395 clients include sovereign wealth funds, public & corporate pension funds, endowments, insurance companies, foundations and family offices, with no single client comprising more than 6% of AUM. Since inception, Harrison Street has acquired or developed more than 1,000 properties in its target sectors aggregating investment of more than $32 billion, while realizing on $8.9 billion of assets across more than 430 properties. In 2019, Harrison Street was ranked 24^th^ in the PERE Top 100 Private Real Estate Managers.

Harrison Street generates contractual management fee revenue from each fund. This fee revenue is expected to be stable and recurring due to: (i) consistent fund financial outperformance relative to industry benchmarks; (ii) the defensive nature of the real estate sectors being invested in by the funds; and (iii) management fees for closed-end funds based on committed or invested capital rather than marked-to-market asset value, providing for revenue stability throughout the life of the funds. Management contracts generally have a term for the life of each fund but are cancellable with notice by a vote by all or a super-majority of non-affiliated investors.

Harrison Street is headquartered in Chicago, with an office in London, UK, and has more than 150 employees led by its co-founder and CEO Christopher Merrill. Harrison Street strives to provide the best possible climate for the development and achievement of all employees and was named as the “Best Place to Work in Money Management” by Pension & Investments for six consecutive years from 2014-2019. Mr. Merrill and other members of the senior management team hold a 25% redeemable non-controlling equity interest in Harrison Street, which is subject to an operating agreement. Our REIM operation in Europe (aside from Harrison Street) generated $14.9 million of management fee revenues for the year ended December 31, 2019 and has AUM of approximately $6 billion as of December 31, 2019.

Harrison Street, together with our existing REIM operation, had AUM of $33 billion as at December 31, 2019. This base of high margin and recurring fee revenue is anticipated to be a platform for growth globally, both internally and through acquisitions. Internal growth is expected from attracting new domestic and international investors to existing funds and new funds, leveraging Harrison Street’s strong track record of performance and Colliers’ strong brand name, along with our global platform and institutional client base.

Geographic locations

We deliver services from 309 offices in 36 countries companywide (not including our affiliates). Operationally we have organized our business and report our results through four segments. For the year ended December 31, 2019:

1.	Americas<br> represented 56% of our global revenues (42% generated in the United States, 12% in Canada<br> and 2% in Latin America);
2.	EMEA<br> represented 21% of our global revenues, comprising operations in 18 countries;
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3.	Asia<br> Pacific represented 18% of our revenues, comprising operations in 10 countries; and
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4.	Investment<br> Management represented 6% of our revenues, comprising operations in 4 countries.
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Below is a map reflecting the geographic location of our company-owned and affiliate offices:

Operating segments

Revenues<br><br> <br>by<br> operating segment	Year ended December 31
(in<br> thousands of US$)	2019	2018	2017^1^
Americas<br><br> <br>EMEA<br><br> <br>Asia Pacific<br><br> <br>Investment Management<br><br> <br>Corporate<br><br> <br>Total	$ 1,690,507<br><br> <br>636,466<br><br> <br>542,609<br><br> <br>174,588<br><br> <br>1,641<br><br> <br>$ 3,045,811	$ 1,596,184<br><br> <br>623,238<br><br> <br>528,360<br><br> <br>76,021<br><br> <br>1,624<br><br> <br>$ 2,825,427	$ 1,409,413<br><br> <br>514,947<br><br> <br>496,203<br><br> <br>12,654<br><br> <br>1,983<br><br> <br>$ 2,435,200
Operating<br> earnings<br><br> <br>by<br> operating segment	Year ended December 31
---	---	---	---	---	---	---
(in<br> thousands of US$ and <br><br> as a % of revenues)	2019		2018		2017^1^
Americas<br><br> <br>EMEA<br><br> <br>Asia Pacific<br><br> <br>Investment Management<br><br> <br>Corporate<br><br> <br>Total	$ 103,731<br><br> <br>48,510<br><br> <br>67,062<br><br> <br>35,048<br><br> <br>(36,154)<br><br> <br>$ 218,197	6.1%<br><br> <br>7.6%<br><br> <br>12.4%<br><br> <br>20.1%<br><br> <br>N/A<br><br> <br>7.2%	$ 105,490<br><br> <br>53,862<br><br> <br>66,240<br><br> <br>12,326<br><br> <br>(36,520)<br><br> <br>$ 201,398	6.6%<br><br> <br>8.6%<br><br> <br>12.5%<br><br> <br>16.2%<br><br> <br>N/A<br><br> <br>7.1%	$ 87,955<br><br> <br>45,626<br><br> <br>55,066<br><br> <br>2,263<br><br> <br>(23,534)<br><br> <br>$ 167,376	6.2%<br><br> <br>8.9%<br><br> <br>11.1%<br><br> <br>17.9%<br><br> <br>N/A<br><br> <br>6.9%

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^1^ Our 2017 results have been restated to account for (i) the adoption of ASC 606, Revenue from Contracts with Customers and (ii) the reallocation of our existing REIM operation from the EMEA segment to the Investment Management segment.

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Adjusted<br> EBITDA**^2^**<br><br> <br>by<br> operating segment	Year ended December 31
(in<br> thousands of US$ and <br><br> as a % of revenues)	2019		2018		2017^1^
Americas<br><br> <br>EMEA<br><br> <br>Asia Pacific<br><br> <br>Investment Management<br><br> <br>Corporate<br><br> <br>Total	$ 151,347<br><br> <br>80,342<br><br> <br>76,209<br><br> <br>61,907<br><br> <br>(10,329)<br><br> <br>$ 359,476	9.0%<br><br> <br>12.6%<br><br> <br>14.0%<br><br> <br><br><br> <br><br><br> <br>N/A<br><br> <br>11.8%	$ 141,517<br><br> <br>88,468<br><br> <br>73,421<br><br> <br>26,136<br><br> <br>(18,107)<br><br> <br>$ 311,435	8.9%<br><br> <br>14.2%<br><br> <br>13.9%<br><br> <br>34.4%<br><br> <br>N/A<br><br> <br>11.0%	$ 123,678<br><br> <br>66,954<br><br> <br>61,348<br><br> <br>2,406<br><br> <br>(11,563)<br><br> <br>$ 242,823	8.8%<br><br> <br>13.0%<br><br> <br>12.4%<br><br> <br>19.0%<br><br> <br>N/A<br><br> <br>10.0%

Seasonality

The Company 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 commercial real estate sales brokerage transactions. Revenues and earnings during the balance of the year are relatively even. These sales brokerage operations comprised 25% of our 2019 annual consolidated revenues. Variations can also be caused by business acquisitions or dispositions which alter the consolidated service mix.

Trademarks

Our trademarks are important for the advertising and brand awareness of our businesses. We take precautions to defend the value of our trademarks by maintaining legal registrations and by litigating against alleged infringements, if necessary.

In markets where Colliers does not operate company-owned operations, we operate through affiliates operating under the “Colliers International” brand and trademarks. To ensure brand unity and service quality, all affiliates are subject to brand and performance guidelines that are monitored and enforced by Colliers. We currently have affiliates in 32 countries around the world who together generated approximately $470 million in revenue in 2019, which are excluded from the Company’s consolidated results.

Employees

We currently have approximately 15,250 employees worldwide as follows:

Segment	Professional staff	Support & administrative staff	Total employees
Americas	4,070	3,230	7,300
EMEA	2,400	970	3,370
Asia Pacific	3,360	1,070	4,430
Investment Management	100	50	150
Total operations	9,930	5,320	15,250

Non-controlling interests

We own a majority interest in substantially all of our operations, while operating management of each subsidiary owns the remaining shares. This structure was designed to maintain control at Colliers while providing significant risks and rewards of equity ownership to management at the operating businesses. In almost all cases, we have the right to “call” management’s shares, usually payable at our option with any combination of Subordinate Voting Shares or cash. We may also be obligated to acquire certain of these non-controlling interests in the event of death, disability or cessation of employment or if the shares are “put” by the holder, subject to annual limitations on these puts imposed by the relevant shareholder agreements. These arrangements provide significant flexibility to us in connection with management succession planning and shareholder liquidity matters.

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^2^ Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a reconciliation of this and other non-GAAP financial measures, see “Reconciliation of non-GAAP financial measures” in this AIF.

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Our growth strategy

We maintain a leadership position in the industry by offering a full complement of services to our wide range of customers on a global basis. Our key point of differentiation is the level of expertise and collaboration our professionals demonstrate, leading to higher levels of service for our clients. We have an established track record of expanding our business internally and through acquisition. Our strategy will continue to focus on strengthening our market share in our core markets, expanding into complementary services and increasing our geographic footprint while continuing to pursue strategic acquisitions.

Dividends and dividend policy

Dividend policy

Following the completion of the Spin-off, our Board of Directors approved a revised dividend policy for the Company, which was a dividend of $0.08 per Common Share (being the Subordinate Voting Shares and Multiple Voting Shares) per annum, payable semi-annually. On May 31, 2016, the Board of Directors increased the semi-annual dividend from $0.04 to $0.05 per Common Share ($0.10 per annum). These dividends are paid in cash after the end of the second and fourth quarters. All dividend payments are subject to the discretion of our Board of Directors. For the purposes of the Income Tax Act (Canada) and any similar provincial legislation, all dividends on the Common Shares will be eligible dividends unless indicated otherwise.

The terms of the Common Share dividend policy remain, among other things, at the discretion of our Board of Directors. Future dividends on the Common Shares, if any, will depend on the results of Colliers’ operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other relevant factors. Under the terms of the Company’s debt agreements, the Company is not permitted to pay dividends, whether in cash or in specie, in the circumstances of an event of default thereunder occurring and continuing or an event of default occurring as a consequence thereof. See “Material contracts” below.

Dividend history

The aggregate cash dividends declared per Common Share in respect of the years ended December 31, 2019, 2018 and 2017 were $0.10, $0.10 and $0.10, respectively.

Capital structure

Share capital

The authorized capital of the Company consists of an unlimited number of preference shares (the “Preference Shares”), issuable in series, an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. As of February 19, 2020, there were 38,559,117 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares issued and outstanding.

Common Shares

The Common Shares rank junior to the Preference Shares or series thereof ranking in priority with respect to the payment of dividends, return of capital and distribution of assets in the event of liquidation, dissolution or any distribution of the assets of Colliers for the purpose of winding-up its affairs. The holders of outstanding Common Shares are entitled to receive dividends and other distributions on a share-for-share basis (or, in the discretion of the directors, in a greater amount per Subordinate Voting Share than per Multiple Voting Share) out of the assets legally available therefor at such times and in such amounts as our Board of Directors may determine, but without preference or distinction between the Multiple Voting Shares and the Subordinate Voting Shares. The Subordinate Voting Shares carry one vote per share and the Multiple Voting Shares carry 20 votes per share. The holders of Subordinate Voting Shares and the holders of Multiple Voting Shares are entitled to receive notice of any meeting of shareholders and to attend and vote thereat as a single class on all matters to be voted on by the shareholders, except at meetings where the holders of shares of one class or of a particular series of shares are entitled to vote separately.

The rights, privileges, conditions and restrictions attaching to the Subordinate Voting Shares and the Multiple Voting Shares may be respectively modified if the amendment is authorized by at least two-thirds of the votes cast at a meeting of the holders of Subordinate Voting Shares and the holders of Multiple Voting Shares duly held for that purpose. However, if the holders of Subordinate Voting Shares, as a class, or the holders of Multiple Voting Shares, as a class, are to be affected in a manner different from the other classes of shares, such amendment must, in addition, be authorized by at least two-thirds of the votes cast at a meeting of the holders of the class of shares which is affected differently.

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Each outstanding Multiple Voting Share is convertible at any time, at the option of the holder, into one Subordinate Voting Share. The Subordinate Voting Shares are not convertible into any other class of shares. No subdivision, consolidation, reclassification or other change of the Multiple Voting Shares or the Subordinate Voting Shares may be made without, concurrently, having the Multiple Voting Shares or Subordinate Voting Shares, as the case may be, subdivided, consolidated, reclassified or other change made under the same conditions. The Common Shares are not redeemable nor retractable but are able to be purchased for cancelation by Colliers in the open market, by private contract or otherwise. Upon the liquidation, dissolution or any distribution of the assets of Colliers for the purpose of winding-up its affairs, the holders of Common Shares are entitled to participate equally, on a share-for-share basis, in the remaining property and assets of Colliers available for distribution to such holders.

Preference Shares

The Preference Shares are issuable, from time to time, in one or more series, as determined by our Board of Directors. Our Board of Directors will determine, before the issue of any series of Preference Shares, the designation, preferences, rights, restrictions, conditions, limitations, priorities as to payment of dividends and/or distribution on liquidation, dissolution or winding-up, or prohibitions attaching to such series. The Preference Shares, if issued, will rank prior to the Common Shares with respect to the payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of Colliers or any other distribution of assets of Colliers among its shareholders for the purpose of winding-up its affairs, and may also be given such other preferences over the Common Shares as may be determined with respect to the respective series authorized and issued. Except as required by law, the Preference Shares will not carry voting rights.

Certain rights of holders of SubordinateVoting Shares

A summary of the rights attaching to the Subordinate Voting Shares in the event that a take-over bid is made for Multiple Voting Shares is set out in the section entitled “Certain Rights of Holders of Subordinate Voting Shares” contained in our Management Information Circular to be filed in connection with our upcoming meeting of shareholders to be held on April 7, 2020 (the “2020 Circular”), which is incorporated by reference herein and will be available on SEDAR at www.sedar.com. Reference should be made to our articles for the full text of these provisions.

Option Plan

Colliers has a stock option plan (the “Option Plan”) pursuant to which options to acquire Subordinate Voting Shares may be granted to directors, officers and full-time employees of Colliers or its subsidiaries (other than Jay S. Hennick). A summary of the terms of the Option Plan is set out in the section entitled “Executive Compensation – Incentive Award Plans of Colliers – Colliers Stock Option Plan” contained in the 2020 Circular, which is incorporated by reference herein and will be available on SEDAR at www.sedar.com. The maximum number of Subordinate Voting Shares subject to grants of options under the Option Plan is limited to 7,100,000, of which: (i) options exercisable for 1,972,000 Subordinate Voting Shares have been granted and are outstanding as at the date hereof; and (ii) options which were exercisable for 4,252,750 Subordinate Voting Shares have been exercised or expired as at the date hereof, leaving options yet to be granted which would be exercisable for 875,250 Subordinate Voting Shares.

Under the Spin-off, each holder of Old FSV stock options exchanged such options for an equivalent number of Colliers stock options and FirstService stock options, and the exercise price of the Old FSV stock options exchanged was apportioned between the Colliers stock options (as to 58.6%) and FirstService stock options (as to 41.4%). The vesting schedule and expiration dates for these post-Spin-off stock options remained the same as the Old FSV stock options for which they were exchanged. The Colliers and FirstService stock options issued in connection with the Spin-off were deemed to be a continuation of the earlier granted Old FSV stock options for which they were exchanged, as opposed to a new grant of options. The Option Plan provides that a former holder of Old FSV stock options exchanged for Colliers stock options, but who is no longer a director, officer and/or full-time employee of Colliers or its subsidiaries, may remain a participant in the Option Plan and hold and exercise their Colliers stock options for so long as such holder remains a director, officer and/or full-time employee, as applicable, of FirstService or its subsidiaries.

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Market for securities

The outstanding Subordinate Voting Shares are listed for trading on the TSX and NASDAQ under the symbol “CIGI”. The Multiple Voting Shares are not listed and do not trade on any public market or quotation system.

The following table sets forth the reported high and low trading prices and the aggregate volume of trading of the Subordinate Voting Shares on NASDAQ (in United States dollars) and on the TSX (in Canadian dollars) for each month in 2019.

	NASDAQ			TSX
Month	High<br><br> <br>Price<br><br> <br>(US$)	Low<br><br> <br>Price<br><br> <br>(US$)	****<br><br> <br>Volume<br><br> <br>Traded	High<br><br> <br>Price<br><br> <br>(C$)	Low<br><br> <br>Price<br><br> <br>(C$)	****<br><br> <br>Volume<br><br> <br>Traded
January 2019	63.99	52.73	787,841	84.01	71.01	1,675,047
February 2019	72.01	62.68	782,843	95.61	82.03	1,602,457
March 2019	69.02	62.87	1,219,655	92.00	84.55	1,490,021
April 2019	70.00	63.70	1,178,190	93.86	86.06	1,334,059
May 2019	64.18	60.28	1,931,151	86.10	81.21	2,559,377
June 2019	71.63	61.56	1,768,980	94.85	83.00	1,640,875
July 2019	77.79	70.60	1,398,121	101.95	92.57	1,436,344
August 2019	74.18	64.53	1,147,562	97.30	86.18	1,462,759
September 2019	76.06	65.64	987,320	100.73	87.08	1,181,136
October 2019	75.13	65.15	1,203,872	100.79	85.29	1,722,455
November 2019	73.52	66.76	1,305,444	97.71	87.74	1,336,435
December 2019	78.70	70.58	980,422	103.38	93.07	933,581

Escrowed securities and securities subject to contractual restriction on transfer

To the knowledge of Colliers, as of the date hereof, no securities of any class of securities of Colliers are held in escrow or subject to contractual restrictions on transfer or are anticipated to be held in escrow or subject to contractual restrictions on transfer.

Transfer agents and registrars

The transfer agent and registrar for the Subordinate Voting Shares is TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1. The transfer agent and registrar for the Multiple Voting Shares is the Company at 1140 Bay Street, Suite 4000, Toronto, Ontario, M5S 2B4.

Directors and executive officers

Directors

Our Board of Directors is currently comprised of nine members. The following information is provided with respect to the directors of the Company as at February 19, 2020:

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Name and<br><br> <br>municipality of residence	Age	Present<br><br> <br>position<br> and tenure	Principal occupation during last five years
Jay S. Hennick<br><br> <br>Ontario, Canada	63	Chief<br> Executive Officer & Director since May 30, 1988^4^; Chairman since June 2015.	Mr.<br> Hennick is the Chairman and CEO of Colliers. Pre-Spin-off, Mr. Hennick was the CEO of former FirstService Corporation from<br> 1988 to 2015. In June 2015, Mr. Hennick became the Founder and Chairman of FirstService. In 1998, Mr. Hennick was awarded<br> Canada's Entrepreneur of the Year, in 2001 he was named Canada's CEO of the Year by Canadian Business Magazine and in 2011<br> and received an honorary Doctorate of Laws from York University and the University of Ottawa. In 2018, Mr. Hennick was appointed<br> a member of the Order of Canada, and is also the 2019 International Horatio Alger Award recipient. Mr. Hennick served as past<br> Chairman of the Board of Directors of the Sinai Health System, in Toronto, and is the immediate past Chairman of The Mount<br> Sinai Hospital Board of Directors. In addition, Mr. Hennick has endowed the Jay S. Hennick JD-MBA Program at the Faculty of<br> Law and School of Management at the University of Ottawa Law School, his alma mater, and The Hennick Centre for Business and<br> Law, a joint program of the Osgoode Hall Law School and the Schulich School of Business at York University. Mr. Hennick holds<br> a Bachelor of Arts degree from York University in Toronto and a Doctorate of Laws from the University of Ottawa.
Peter F. Cohen^1^<br><br> <br>Ontario, Canada	67	Vice<br> Chair of the board, Director since March 30, 1990^4^; Chairman of the Old FSV board from May 2005 to May 2015	Mr.<br> Cohen is a Chartered Professional Accountant and a former partner in an audit practice of a public accounting firm. Mr. Cohen<br> is currently the Vice Chairman and Lead Director of Colliers and President and Chief Executive Officer of the Dawsco Group,<br> a private real estate and investment company owned by Mr. Cohen and his family. Mr. Cohen was a co-founder and Chairman and<br> Chief Executive Officer of Centrefund Realty Corporation, a publicly traded shopping center investment company until August<br> 2000 when control of the company was sold. Mr. Cohen serves as the Treasurer and a Director of the Sinai Health System and<br> is the Co-Chair of the Resources Committee and Building and Development Committee.
John (Jack) P. Curtin, Jr.^1,2^<br><br> <br>Ontario, Canada	69	Director<br> since February 10, 2015^4^	Mr.<br> Curtin is an Advisory Director in the Investment Banking Division of Goldman, Sachs & Co. in Toronto and New York. From<br> July 2010 to December 2014, Mr. Curtin served as Chairman and Chief Executive of Goldman Sachs Canada Inc. From 2003 to July<br> 2010, Mr. Curtin was Chairman of Goldman Sachs Canada Inc. From 1999 to 2003, Mr. Curtin was an Advisory Director of Goldman,<br> Sachs & Co. in New York. From 1995 to 1999, Mr. Curtin was Chief Executive of Goldman Sachs Canada Inc. in Toronto. Prior<br> to this assignment, Mr. Curtin was co-head of Global Money Markets and Chairman of Goldman Sachs Money Markets LP. Mr. Curtin<br> moved to Money Markets in 1987 after serving as head of Fixed Income Syndicate/New Issues. Mr. Curtin joined the firm in 1976<br> in the Corporate Finance Department and was named partner in 1988 and managing director in 1996. Mr. Curtin is also a member<br> of the Board of Directors of Cadillac Fairview Corporation and the Art Gallery of Ontario Foundation. He previously served<br> as a Director of the Canada/United States Fulbright Foundation. Mr. Curtin is a former governor of the Toronto Stock Exchange,<br> a former director of Brookfield Asset Management, Maxxcom Corporation and the Investment Dealers Association of Canada. Mr.<br> Curtin served as a trustee of Lakefield College School as well as Royal St. George's College. Mr. Curtin received an MBA from<br> Harvard in 1976 and his BA from Williams College in 1972.

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Name and<br><br> <br>municipality of residence	Age	Present<br><br> <br>position<br> and tenure	Principal occupation during last five years
Christopher Galvin<br><br> <br>Illinois, USA	69	Director<br> since September 23, 2018	Christopher<br> Galvin is the Co-Founder of Harrison Street Real Estate Capital LLC. Additional roles include serving as either Chairman or<br> Board Member of UniqueSoft LLC, VelociData, evolve24, Three Ocean Partners and MCR-Aerodyne Inc. Mr. Galvin’s current<br> outside activities include: Trustee and member of the Executive Committee of Northwestern University’s Board of Trustees;<br> Executive Committee and member of Dean’s Advisory Board of the Kellogg School of Management at Northwestern; American<br> Enterprise Institute Board; Legion D’Honneur; Advisory Board of Tsinghua University School of Management and Economics<br> (Beijing); the American Society of Corporate Executives; the Board of the Chicago Council on Global Affairs; Advisory Committee<br> on International Economic Policy of the US Department of State (ACIEP).  Previously, Mr. Galvin has served in the<br> following capacities: Chairman and CEO of Motorola Inc.; Chairman of NAVTEQ Inc.; Chairman of Cleversafe Inc.; Chairman of<br> the U.S.-China Business Council; member of the Bechtel Corporation's Board of Counselors; member of Business Council (U.S.);<br> director of the Rand Corporation; member of the U.S. Department of Defense Manufacturing Board; member of the U.S. Department<br> of Defense Science Board; advisor to the City of Tianjin, China; advisor to the CEO of Hong Kong; Chair of the Rhodes Scholars<br> selection committee for Illinois-Michigan.
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Stephen J. Harper^3^<br><br> <br>Alberta, Canada	60	Director<br> since September 15, 2016	Mr.<br> Harper was elected the twenty-second Prime Minister of Canada in 2006 and served in such role until 2015, making him the longest<br> serving Conservative Prime Minster since Sir John A. MacDonald, Canada's first Prime Minister. Mr. Harper is Chairman of Harper<br> & Associates Consulting, which is affiliated with Dentons, a leading global law firm, and acts as a strategic consultant<br> to clients around the world, providing advice on matters relating to market access, the management of global geopolitical<br> and economic risk and the maximization of value in global markets.  Mr. Harper also serves as the Chair of the International<br> Democrat Union and international Friends of Israel Initiative. Mr. Harper has received a bachelor and master's degree in economics<br> from the University of Calgary, was awarded an honorary doctorate of philosophy from Tel Aviv University in 2014 and received<br> an honorary degree from the Jerusalem College of Technology. In recognition of his government service, Mr. Harper has been<br> awarded the Ukrainian Order of Liberty, the Woodrow Wilson Award for Public Service, the B'nai B'rith International Presidential<br> Gold Medallion for Humanitarianism and was named as the World Statesman of the Year in 2012 by the Appeal of Conscience Foundation.
Michael D. Harris ^2,3^<br><br> <br>Ontario, Canada	75	Director<br> since June 26, 2006^4^	Mr.<br> Harris was elected the twenty-second Premier of the Province of Ontario on June 8, 1995 and then re-elected in 1999, at the<br> time making him the first Ontario Premier in over 30 years to form a second consecutive majority government. Mr. Harris is<br> President of his own consulting firm, Steane Consulting Ltd., and, in this capacity, acts as a consultant to various Canadian<br> companies.  In September 2013, Mr. Harris joined the law firm Fasken as a Senior Business Advisor.  He<br> also serves as a director on several public corporate boards as well as the New Haven Learning Centre. Mr. Harris served as<br> the Honorary Chair of the North Bay District Hospital Capital Campaign and the Nipissing University and Canadore College Capital<br> Campaign. Mr. Harris is also a Senior Fellow with the Fraser Institute, a leading Canadian economic, social research and education<br> organization, and an Institute of Corporate Directors certified director (ICD.D).

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Name and<br><br> <br>municipality of residence	Age	Present<br><br> <br>position<br> and tenure	Principal occupation during last five years
Katherine M. Lee^1,2^<br><br> <br>Ontario, Canada	56	Director<br> since June 17, 2015	Ms.<br> Lee is a seasoned executive in financial services and served as President & CEO of GE Capital Canada, a leading global<br> provider of financial and fleet management solutions to mid-market companies operating in a broad range of economic sectors.<br> Prior to this role, Ms. Lee served as CEO of GE Capital Real Estate in Canada from 2002 to 2010 building it to a full debt<br> and equity operating company. Ms. Lee joined GE in 1994 where she held a number of positions including Director, Mergers &<br> Acquisitions for GE Capital's Pension Fund Advisory Services based in San Francisco, and Managing Director of GE Capital Real<br> Estate Korea based in Seoul and Tokyo. Ms. Lee earned a Bachelor of Commerce from the University of Toronto. She is a Chartered<br> Professional Accountant and Chartered Accountant. She is active in the community championing Women's networks and Asian-Pacific<br> Forums.
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Benjamin F. Stein^3^<br><br> <br>New York, USA	34	Director<br> since September 14, 2017	Mr.<br> Stein is a co-founder of The Spruce House Partnership, a New York-based investment partnership. Spruce House was founded in<br> 2005 and has investments in public companies globally and seeks to invest alongside management teams that are focused on growing<br> the value of their companies over the long term. Mr. Stein received his Bachelor of Arts in International Relations from the<br> University of Pennsylvania in 2008. Mr. Stein also serves on the board of The Africa Center, a New York-based institution<br> focused on African business, culture and policy.
L. Frederick Sutherland^1^<br><br> <br>Pennsylvania, USA	67	Director<br> since June 1, 2015	Mr.<br> Sutherland was the Executive Vice President and Chief Financial Officer of Aramark Corporation, Philadelphia, PA, a provider<br> of services, facilities management and uniform and career apparel, from 1997 to 2015. Prior to joining Aramark in 1980, Mr.<br> Sutherland was Vice President, Corporate Banking, at Chase Manhattan Bank, New York, NY. Mr. Sutherland is a director of Consolidated<br> Edison, Inc. and Sterling Talent Solutions.  Mr. Sutherland is also Chairman of the Board of WHYY, Philadelphia’s<br> public broadcast affiliate, a trustee of Duke University, Board President of Episcopal Community Services, an anti-poverty<br> agency, and a Trustee of People's Light, a professional non-profit theater.  Mr. Sutherland holds an MBA Degree<br> in Finance from the Katz School of the University of Pittsburgh and a Bachelors in Physics and Mathematics from Duke University.

Notes:

1.	Member of Audit & Risk Committee
2.	Member of Executive Compensation Committee
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3.	Member of Nominating and Corporate Governance<br> Committee
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4.	Member of the Old FSV board prior to<br> the Spin-off; post Spin-off continued as a Colliers director
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Each director remains in office until the following annual shareholders’ meeting of the Company or until the election or appointment of their successor, unless they resign, their office becomes vacant or they become disqualified to act as a director. All directors stand for election or re-election annually.

Further background information regarding the directors of the Company will be set out in the 2020 Circular, the relevant sections of which are incorporated by reference herein and which will be available on SEDAR at www.sedar.com.

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Executive officers

The following information is provided with respect to the executive officers of the Company as at February 19, 2020:

Name and<br><br> <br>municipality of residence	Age	Present<br><br> <br>position and tenure	Principal occupation during last five years
Jay S. Hennick<br><br> <br>Ontario, Canada	63	Chairman<br> since June 1, 2015 and Chief Executive Officer since 1988^(1)^	See<br> description above under “Directors”.
John<br> B. Friedrichsen<br><br> <br>Ontario, Canada	58	Chief<br> Operating Officer since 2020^(1)^	Mr.<br> Friedrichsen served as Chief Financial Officer of Colliers from 2015 to January 2020. Prior to the Spin-off, Mr. Friedrichsen<br> served as Senior Vice President and Chief Financial Officer of Old FSV since September 2002. Mr. Friedrichsen joined Old FSV<br> as Vice President, Acquisitions in February 1998, a position that he held until May 2000 when he became Senior Vice President,<br> Acquisitions. Prior to joining Old FSV, Mr. Friedrichsen was a Vice President with Ernst & Young Corporate Finance Inc.<br> in Toronto, where he was responsible for advising companies on a range of corporate finance matters, including the raising<br> of capital and acquisitions. Mr. Friedrichsen is a Chartered Professional Accountant and began his career with a predecessor<br> of the accounting firm KPMG in Toronto.
Christian Mayer<br><br> <br>Ontario, Canada	47	Chief<br> Financial Officer since 2020 ^(1)^	Mr.<br> Mayer served as Senior Vice President Finance & Treasurer of Colliers from 2015 to January 2020. Prior to the Spin-off,<br> Mr. Mayer served as Vice President, Finance for Old FSV. Mr. Mayer joined Old FSV in 1999. Mr. Mayer is a Chartered Professional<br> Accountant and began his career with the accounting firms Grant Thornton and PwC, both in Toronto.
Elias Mulamoottil<br><br> <br>Ontario, Canada	50	Head,<br> Strategic Investments since 2007^(1)^	Prior<br> to the Spin-off, Mr. Mulamoottil served as Senior Vice President Strategy & Corporate Development for Old FSV since March<br> 2011. Mr. Mulamoottil joined Old FSV in June 2007 as Vice President Strategy & Corporate Development. Prior to joining<br> Old FSV, Mr. Mulamoottil was a partner at a Toronto based financial advisory and asset management firm, where he was responsible<br> for the sourcing and executing of merger, acquisition, divestiture and financing transactions. Previously, Mr. Mulamoottil<br> worked with one of Europe’s leading private equity firms, Terra Firma Capital Partners, in London, England executing<br> and managing private equity investments. Mr. Mulamoottil is a Chartered Professional Accountant and began his career at the<br> accounting firm Deloitte.
Robert D. Hemming<br><br> <br>British Columbia, Canada	52	Senior<br> Vice President and Chief Accounting Officer since 2008	Prior<br> to the Spin-off, Mr. Hemming served as Chief Financial Officer-Global for Colliers where he was responsible for Collier’s<br> financial accounting, reporting, analysis and compliance functions. Prior to joining Colliers in August 2006, Mr. Hemming<br> was the Corporate Controller–Western Canada for Bell Canada. Mr. Hemming is a Chartered Professional Accountant and<br> a Certified General Accountant and outside of real estate, has spent his career working in the mining, forestry and telecom<br> industries.
Rebecca Finley<br><br> <br>Ontario, Canada	44	Senior<br> Vice President, Brand and People since 2018	Ms.<br> Finley is the Global Senior Vice President, Brand & People.  In this role, Becky has responsibility for leading<br> and providing global oversight for the Colliers brand and people strategies.  Ms. Finley has extensive leadership<br> experience in branding, culture and business operations.  Prior to Colliers, Ms. Finley served as Business Lead<br> and Head of Technology, Telecommunications & Media at Facebook, led the Office of the CEO at Maple Leaf Foods, was a Management<br> Consultant with the Boston Consulting Group, and worked as an Investment Banker with TD Securities.  Ms. Finley holds<br> an ICD.D from the Institute of Corporate Directors, an MBA from the Rotman School of Management and a Bachelor of Mathematics<br> and Education from Queen's University.
Matthew Hawkins<br><br> <br>Ontario, Canada	37	Vice<br> President, Legal Counsel and Corporate Secretary since 2016	Mr.<br> Hawkins joined Colliers in 2016. Prior to joining, Mr. Hawkins previously worked as the Vice President of Legal Affairs at<br> a TSX-listed pharmaceuticals company, and previously worked in the corporate and securities group of a leading Canadian law<br> firm.

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Name and<br><br> <br>municipality of residence	Age	Present<br><br> <br>position and tenure	Principal occupation during last five years
Zachary Michaud<br><br> <br>Ontario, Canada	37	Vice<br> President, Strategic Investments since 2015	Mr.<br> Michaud joined Colliers in 2015. Prior to joining Colliers, Mr. Michaud was a senior investment professional at one of Canada’s<br> leading private equity firms specializing in credit investing, distressed debt, operational turnarounds and activist investing.<br> Previously, Mr. Michaud was an investment banker in Los Angeles and worked on the trading floor at two large bank owned investment<br> dealers.
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Note:

1.	Prior to the Spin-off, an officer of<br> Old FSV.

Ownership

As of February 19, 2020, the directors and executive officers of the Company, as a group, owned, or controlled or directed, directly or indirectly, 2,693,841 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares, which represent 10.1% of the total Subordinate Voting Shares and 100.0% of the total Multiple Voting Shares, in each case, outstanding on such date. The directors and executive officers, as a group, controlled 44.9% of the total voting rights as of such date when all Multiple Voting Shares and Subordinate Voting Shares are considered. Mr. Hennick controls all of the Multiple Voting Shares.

Legal proceedings and regulatory actions

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 2019, 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.

During 2019, there have not been any penalties or sanctions imposed against Colliers by a court relating to provincial and territorial securities legislation or by a securities regulatory authority, nor have there been any other penalties or sanctions imposed by a court or regulatory body against Colliers, and Colliers has not entered into any settlement agreements before a court relating to provincial and territorial securities legislation or with a securities regulatory authority.

Properties

The following chart provides a summary of the properties occupied by the Company and its subsidiaries as at December 31, 2019:

(square<br> feet)	Leased	Owned	Total
Americas	1,463,000	-	1,463,000
EMEA	517,000	-	517,000
Asia Pacific	447,000	-	447,000
Investment Management	57,000	-	57,000
Corporate	-	20,000	20,000
Total<br> operations	2,484,000	20,000	2,504,000

Reconciliation of non-GAAP financial measures

In this AIF, we make reference to “adjusted EBITDA” and “adjusted EPS,” which are financial measures that are not calculated in accordance with GAAP.

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Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other expense (income); (iii) interest expense; (iv) depreciation and amortization; (v) acquisition-related items (including transaction costs, contingent consideration acquisition fair value adjustments and contingent acquisition-related compensation expense); (vi) restructuring costs and (vii) 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.

	Year ended
(in thousands of US$)	December<br> 31
		2019			2018
Net earnings	$	137,585		$	128,574
Income tax		53,013			53,260
Other income, net		(1,853	)		(1,281	)
Interest expense, net		29,452			20,845
Operating earnings		218,197			201,398
Depreciation and amortization		94,664			78,730
Acquisition-related items		28,352			21,975
Restructuring costs		10,252			2,938
Stock-based compensation expense		7,831			6,394
Adjusted EBITDA	$	359,476		$	311,435

Adjusted EPS is defined as diluted net earnings per share, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) amortization expense related to intangible assets recognized in connection with acquisitions; (iii) acquisition-related items; (iv) restructuring costs and (v) 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.

	Year ended
(in US$)	December<br> 31
		2019		2018
Diluted net earnings per common share	$	2.57	$	2.45
Non-controlling interest redemption increment		0.20		0.19
Amortization of intangible assets, net of tax		0.93		0.77
Acquisition-related items		0.58		0.47
Restructuring costs, net of tax		0.19		0.05
Stock-based compensation expense,<br> net of tax		0.20		0.16
Adjusted EPS	$	4.67	$	4.09

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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.

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 properties 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.

Risk factors

Readers should carefully consider the following risks, as well as the other information contained in this AIF and our management’s discussion and analysis for the year ended December 31, 2019. If any of the following risks actually occurs, our business could be materially harmed. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties, including those of which we are currently unaware or we currently deem immaterial, may also adversely affect our business.

Risks relating to our business

Economic conditions, especially as theyrelate to credit conditions and business spending

During periods of economic slowdown or contraction, fiscal or political uncertainty, market volatility, disruption to global capital or credit markets our operations may be negatively affected. Credit conditions affect commercial real estate transactions, which reduces the demand for our services. Business spending directly impacts our Outsourcing & Advisory operations businesses because as businesses spend less on services, our revenues decline. These factors could also negatively impact the timing or the ultimate collection of accounts receivable, which would negatively impact our operating revenues, profitability and cash flow.

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Commercial real estate property values,vacancy rates and general conditions of financial liquidity for real estate transactions

Property values have a direct impact on the commissions earned on sales transactions. Vacancy rates affect market lease rates and the duration of lease commitments, which are the basis of leasing commissions earned. Both property values and vacancy rates can influence the number of sales and leasing transactions that occur.

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Economic deterioration impacting ourability to recover goodwill and other intangible assets

Expectations of future earnings drive the recoverability of goodwill and other intangible assets, which are tested, at least, on an annual basis. During the year ended December 31, 2009, Old FSV recorded a $29.6 million impairment charge to CMN’s goodwill. A future deterioration of operating performance may necessitate additional non-cash impairment charges.

A decline in our ability to generatecash from our businesses to fund future acquisitions and meet our debt obligations

We rely on our businesses to generate the necessary cash to service our financial obligations. As at December 31, 2019, we have $611.4 million of debt outstanding ($496.4 million net of cash) that will be required to be refinanced or repaid over the next eight years. To date, we have been able to meet all of our debt obligations, however with a decline in performance in some of our businesses, surplus cash may not be available to be remitted which may result in the inability to meet a debt repayment.

-22-

An important component of our growth strategy is strategic and selective acquisitions, which we tend to complete with cash. Although we have a revolving credit facility available to us as noted elsewhere in this AIF, we also rely on surplus cash on hand to fund acquisitions. If cash on hand is not available and the revolving credit facility is fully utilized, then future acquisitions may not be possible.

The effects of changes in foreign exchangerates in relation to the US dollar on our Euro, Canadian dollar, Australian dollar and UK pound sterling denominated revenuesand expenses

We generate approximately 53% of our revenues outside the United States. Consequently, our consolidated results are impacted directly by fluctuations in the relative strength of the US dollar versus the Euro, Canadian dollar, Australian dollar and UK pound sterling currencies.

Political events, including elections, referenda and government positions on international trade, among other things, may impact foreign exchange rates in relation to the US dollar. In addition, we expect to acquire additional international operations in the future. As a consequence, foreign currency exchange rate fluctuations may be material in the future.

Competition in the markets served bythe Company

We operate in highly competitive markets. Changes in the source and intensity of competition in the markets served by us impact the demand for our services and may result in additional pricing pressures. The relatively low capital cost of entry to certain of our businesses has led to strong competitive markets, including regional and local owner-operated companies. Regional and local competitors operating in a limited geographic area may have lower labour, benefits and overhead costs. The principal methods of competition in our businesses include name recognition, quality and speed of service, pricing, customer satisfaction and reputation. No assurance can be given that we will be able to compete successfully against current or future competitors and that the competitive pressures that we face will not result in reduced market share or negatively impact our financial performance.

A decline in performance in our InvestmentManagement operations

The revenue, net earnings and cash flow generated by our investment management services business, which is primarily conducted through Harrison Street, can fluctuate, primarily due to the fact that management fees can vary as a result of market movements from one period to another. In the event that any of the investment programs that our investment management services business manages were to perform poorly, our revenue, net earnings and cash flow could decline because the value of the assets we manage would decrease, which would result in a reduction in management fees and incentive compensation we earn. Investors and potential investors in our programs continually assess our performance, and our ability to raise capital for existing and future programs and maintaining our current fee structure will depend on our continued satisfactory performance.

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A decline in our ability to attract,recruit and retain talent

Our ability to attract and recruit talent is an important determinant of revenue growth. While the Company invests dedicated efforts in attracting, recruiting and mobilizing talent, it is possible that we are unable to hire sufficiently skilled producers, property managers, and real estate sales/leasing advisors, which can impact our ability to sustain or increase our internal revenue growth.

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Labour shortages or increases in wageand benefit costs

As a services company, our primary asset is the human capital that comprises our workforce. In particular, we rely on property managers, real estate sales/leasing advisors and other skilled staff to generate revenues. A shortage, or increase in wage and benefit costs, of this human capital could reduce our revenues and profitability.

Reliance on subcontractors

For certain of our services, we rely on external subcontractors for timely delivery and execution. Failure to manage subcontractor performance may results in higher costs and potential loss of clients.

The effects of changes in interest rateson our cost of borrowing

As at December 31, 2019, we had $301.5 million of debt, representing 41% of our total indebtedness, at variable interest rates. As a result, changes in base rates such as LIBOR affect our interest expense as these base rates fluctuate.

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A decline in our performance impactingour continued compliance with the financial covenants under our debt agreements, or our ability to negotiate a waiver of certaincovenants with our lenders

Although we have always been in compliance with our financial covenants, a prolonged decline in our earnings performance could result in a non-compliance with one or more financial covenants. If the Company fails to meet its payment or other obligations under its debt agreements, the lenders will be entitled to demand immediate repayment of all amounts owing and thereafter, if unpaid, exercise their creditor rights.

Unexpected increases in operating costs,such as insurance, workers’ compensation, and health care

As a services company, the costs of providing services to our customers can fluctuate. Certain operating costs, such as insurance, workers’ compensation and health care are based on market rates which we cannot control and, absent an offsetting price increase in our services, have a direct impact on our operating margins.

Changes in the frequency or severityof insurance incidents relative to our historical experience

Adverse changes in claims experience could increase our insurance costs and/or increase the risk of being unable to renew insurance coverage at our operations. In each of our operating segments, we effectively self-insure certain risks, with a layer of third-party insurance for catastrophic claims. An increase in the frequency or severity of claims in these areas could materially affect our financial position and results of operations. There can be no assurance that we will be able to obtain insurance coverage on favourable economic terms in the future.

A decline in the availability of suitableacquisition targets

Although the commercial real estate market remains highly fragmented, ongoing consolidation activity may limit our ability to find suitable acquisition targets. It is possible that irrational buyer behavior in the market could drive valuations higher than before, which can significantly impact our ability to close transactions on mutually favorable terms.

A decline in our ability to successfullyintegrate acquired operations

Failure to integrate acquisitions successfully into our existing operations can be disruptive to our business and have a material adverse impact on our operating results. Challenges in integrating operations and information technology systems acquired from other companies may also limit our ability to achieve anticipated synergies. We may experience difficulties in the assimilation of different cultures and practices, integration of systems, including accounting systems, as well as in maintaining controls, including internal control over financial reporting required by applicable securities laws and related procedures and policies. It is possible that the integration process could results in a loss of key management personnel and clients, which can severely impact profitability. In addition, we may also expose ourselves to unforeseen liabilities which may have not been identified during the due diligence process.

Changes in laws, regulations and governmentpolicies at the federal, state/provincial or local level that may adversely impact our businesses

As a multinational company, changes in laws and regulation at the different jurisdictional levels can have a direct effect on our operations. It is difficult to predict the future impact of a change in legislative and regulatory requirements affecting our businesses. The laws and regulations applicable to our businesses will likely change in the future and affect our operations and financial performance. In addition, if we were to fail to comply with any applicable law or regulation, we could be subject to substantial fines or damages, be involved in litigation, suffer losses to our reputation and suffer the loss of licenses or penalties that may affect how our business is operated, which, in turn, would have a material adverse effect on our business, financial condition and results of operations.

Risks arising from any regulatory reviewand litigation

The commencement of any formal regulatory reviews or investigations could result in the diversion of significant management attention and resources and, if securities or other regulators determine that a violation of securities or other laws may have occurred, or has occurred, the Company or its officers and directors may receive notices regarding potential enforcement action or prosecution and could be subject to civil or criminal penalties or other remedies. For example, the Company or its officers could be required to pay substantial damages, fines or other penalties, the regulators could seek an injunction against the Company or seek to ban an officer or director of the Company from acting as such, any of which actions would have a material adverse effect on the Company.

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Risks associated with intellectual propertyand other proprietary rights that are material to our business

Our ability to compete effectively depends in part on our rights to service marks, trademarks, trade names and other intellectual property rights we own or license (including “Colliers International”). We have not sought to register every one of our marks in every country in which they are used. Furthermore, because of the differences in foreign trademark, patent and other intellectual property or proprietary rights laws, we may not receive the same protection in other countries as we would in Canada or the United States. If we are unable to protect our proprietary information and brand names, we could suffer a material adverse effect on our business, financial condition or results of operations. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products or services infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of our resources. A successful claim of trademark, patent or other intellectual property infringement against us, or any other successful challenge to the use of our intellectual property, could subject us to damages or prevent us from providing certain services under our recognized brand names, which could have a material adverse effect on our business, financial condition or results of operations.

Reputational risk

The Company operates in multiple global jurisdictions and is subject to various local laws and regulations. We train employees to comply with anti-bribery and workplace violence and harassment laws along with clear company-wide guidelines, internal controls and policies in place to prohibit any non-compliant behaviours. However, despite our best efforts, it is possible that violations may occur, either through our own employees or through our external partners/subcontractors, which may expose the Company to potential litigation and lawsuits and significantly harm our reputation. Reputational losses may also arise from any negative publicity, failure to meet client expectations and negative market perception.

Disruptions or security failures in ourinformation technology systems

Our information technology systems facilitate our ability to monitor, operate and control our operations. While we have disaster recovery plans in place, any disruption in these plans or the failure of our information technology systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting, among other things, our capacity to monitor, operate and control our operations effectively. In addition, because our systems contain information about individuals and businesses, our failure to maintain the security of the data we hold, whether the result of our own error or the malfeasance or errors of others, could harm our reputation or give rise to legal liabilities relating to violations of privacy laws or otherwise, which may lead to lower revenues, increased costs and other material adverse effects on our results of operations.

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Exposure to global tax laws

Given our global footprint, we are subject to income tax laws in various jurisdictions. While we continuously manage and provision for income tax, any changes in effective tax rates within local jurisdictions can have a material impact on our net earnings.

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Political conditions or events, includingelections, referenda, changes to international trade and immigration policies any outbreak or escalation of terrorism or hostilitiesand the impact thereof on our business

Political events, uncertainties and situations can have an effect on our Company because of our global operations. Events could occur that may hamper our ability to manage operations, extract cash and implement Colliers’ policies in certain regions, particularly in developing countries that have had a recent history of political and economic instability.

Risks relatingto our shares

Volatility of market price of the SubordinateVoting Shares

The market price of the Subordinate Voting Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following:

•	actual<br> or anticipated fluctuations in our annual or quarterly results of operations;
•	changes<br> in estimates of future results of operations by us or by securities research analysts;
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•	changes<br> in the economic performance or market valuations of other companies that investors deem<br> comparable to us;
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•	the<br> addition or departure of our executive officers or other key personnel;
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•	litigation<br> or regulatory action against us;
•	issuances<br> or expected issuances of additional Subordinate Voting Shares or other forms of our securities;
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•	changes<br> in applicable laws and regulations, including tax laws, or changes in the manner in which<br> those laws are applied;
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•	significant<br> acquisitions or business combinations, strategic partnerships, joint ventures or capital<br> commitments by or involving us or our competitors; and
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•	news<br> reports relating to the conditions in the economy in general and/or trends, concerns<br> or competitive developments, regulatory changes and other related issues in our industry.
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The volatility may affect the ability of holders of Subordinate Voting Shares to sell the Subordinate Voting Shares at an advantageous price.

Financial markets have, at times, experienced significant price and volume fluctuations that have particularly affected the market prices of securities of companies and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Subordinate Voting Shares may decline even if our operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. As well, certain institutional investors may base their investment decisions on consideration of our environmental, governance and social practices and performance against such institutions’ respective investment guidelines and criteria, and failure to meet such criteria may result in a limited or no investment in the Subordinate Voting Shares by those institutions, which could adversely affect the trading price of the Subordinate Voting Shares. There can be no assurance that fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil occur, our operations could be adversely impacted and the trading price of the Subordinate Voting Shares may be adversely affected.

The impact of our dual class share structure

Our Multiple Voting Shares have twenty votes per share and our Subordinate Voting Shares have one vote per share. As at February 19, 2020, the shareholder who holds all of the Multiple Voting Shares, Henset Capital Inc. (a corporation controlled by Jay S. Hennick, our Chairman and Chief Executive Officer), holds approximately 43.3% of the voting power of all of our issued and outstanding Common Shares and therefore has significant influence over our management and affairs and over all matters requiring shareholder approval, including the election of directors and significant corporate transactions. As a result, the holder of Multiple Voting Shares has the ability to influence many matters affecting us and actions may be taken that the holders of the Subordinate Voting Shares may not view as beneficial. The market price of the Subordinate Voting Shares could be adversely affected due to the significant influence and voting power of the holder of Multiple Voting Shares. Additionally, the significant voting interest of the holder of Multiple Voting Shares may discourage transactions involving a change of control, including transactions in which an investor, as a holder of the Subordinate Voting Shares, might otherwise receive a premium for the Subordinate Voting Shares over the then-current market price, or discourage competing proposals if a going private transaction is proposed by the holder of Multiple Voting Shares.

A decline in our performance impactingour ability to pay dividends on our shares

Although we intend to make cash dividends to shareholders in accordance with our existing dividend policy, these dividends are not assured. Future dividends on the Common Shares will depend on our results of operations, financial condition, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Additionally, under the Company’s debt agreements, the Company is not permitted to pay dividends, whether in cash or in specie, in the circumstances of an event of default thereunder occurring and continuing or an event of default occurring as a consequence thereof. The market value of the Common Shares may deteriorate if we are unable to pay dividends pursuant to our existing dividend policy in the future.

Potential future dilution to the holdersof the Subordinate Voting Shares

We are authorized to issue an unlimited number of Subordinate Voting Shares for consideration and terms and conditions as established by our board of directors, in many cases, without any requirement for explicit shareholder approval, and shareholders have no pre-emptive rights in connection with such further issuances. We may issue additional Subordinate Voting Shares in share offerings (including through the sale of securities convertible into or exchangeable for Subordinate Voting Shares) and pursuant to the exercise of options under our Option Plan. We cannot predict the size of future issuances of Subordinate Voting Shares or the effect that future issuances and sales of Subordinate Voting Shares will have on the market price of the Subordinate Voting Shares. Issuances of a substantial number of additional Subordinate Voting Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Subordinate Voting Shares. With any additional issuance of Subordinate Voting Shares, holders of Subordinate Voting Shares will suffer dilution and we may experience dilution in our earnings per share.

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The existence of our right to issue blankcheque preference shares

The Company has the right to issue so-called “blank cheque” preference shares which may affect the voting and liquidation rights of holders of Common Shares. The Company’s Board of Directors is authorized, without any further shareholder approval, to issue one or more additional series of preference shares in an unlimited number and to set the rights, privileges, restrictions and conditions attached thereto.

Risks related to our qualification asa foreign private issuer

We are a “foreign private issuer”, as such term is defined in Rule 405 under the United States Securities Act of 1933, as amended, and are permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare our disclosure documents filed under the United States Securities Exchange Act of 1934, as amended (“U.S. Exchange Act”), in accordance with Canadian disclosure requirements. Under the U.S. Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we do not file the same reports that a U.S. domestic issuer would file with the U.S. Securities and Exchange Commission (“SEC”), although we are required to file or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws. In addition, our officers, directors, and principal shareholders are exempt from the reporting and short swing profit liability provisions of Section 16 of the U.S. Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are generally longer.

As a foreign private issuer, we are exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements. We are also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While we will comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the U.S. Exchange Act and Regulation FD, and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies.

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. We currently rely on this exemption with respect to requirements regarding the quorum for any meeting of our shareholders, the requirement to obtain shareholder approval prior to an issuance of securities in certain circumstances and certain responsibilities of the Executive Compensation Committee of our board of directors. We may in the future elect to follow home country practices in Canada with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all corporate governance requirements.

Risks relatingto the Spin-off

Indemnification obligations to FirstServiceresulting from the spin-off

In relation to the Spin-off, Colliers and FirstService have each agreed to indemnify the other for certain liabilities and obligations associated with, among other things, in the case of Colliers’ indemnity, the business and assets retained by Colliers, and in the case of FirstService’s indemnity, the business and assets transferred to FirstService. Colliers cannot determine whether it will be required to indemnify FirstService for any substantial obligations. Colliers also cannot be assured that, if FirstService is required to indemnify Colliers and its affiliates for any substantial obligations, FirstService will be able to satisfy such obligations. Any indemnification claim against Colliers pursuant to the provisions of the Spin-off agreements could have a material adverse effect upon Colliers. See Material Contracts – Arrangement Agreement” and “Material Contracts – Transitional Services and Separation Agreement”.

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Spin-off tax related risks

Colliers could be exposed to substantial tax liabilities if certain requirements of the “butterfly” rules in section 55 of the Income Tax Act (Canada) are not complied with. Failure to comply with these requirements could also cause the Spin-off to be taxable to FirstService in circumstances where Colliers would be required to indemnify FirstService for the resulting tax. See “Material Contracts – Transitional Services and Separation Agreement”.

Potential conflicts of interest resultingfrom the spin-off

Certain conflicts of interest could arise as a result of the relationship between FirstService and Colliers. One of the directors of FirstService is a director and executive officer of Colliers. The directors of FirstService and Colliers have fiduciary duties to manage FirstService and Colliers, respectively, in a manner beneficial to FirstService and Colliers, respectively. The duties of the director who is on the board of directors of both FirstService and Colliers may come into conflict.

Interest of management and others in material transactions

Except as described below or elsewhere in this AIF, no director of Colliers, executive officer of Colliers, or person or company that beneficially owns, or controls or directs more than 10% of any class or series of voting securities of Colliers, or any associate or affiliate of any of the foregoing persons, has or has had any material interest in any transaction within the last three years, or during the current year, that has materially affected or is reasonably expected to materially affect Colliers or any of its subsidiaries.

Under the Spin-off, Old FSV was separated into two independent publicly traded companies – Colliers and FirstService. Pursuant to the Spin-off, Old FSV shareholders received one Colliers share and one FirstService share of the same class as each Old FSV share previously held. As a result, Jay S. Hennick received, directly or indirectly, 2,273,526 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares. As at the date hereof, Mr. Hennick holds, 1,670,726 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares representing 4.3% of the total outstanding number of Subordinate Voting Shares and 100.0% of the total outstanding number of Multiple Voting Shares (7.5% of total outstanding number of Common Shares; 43.3% of total votes of all Common Shares). Furthermore, as part of the Spin-off, each of the Transitional Services and Separation Agreement, the Standstill Agreement and the Colliers MSA (as such terms are defined in Old FSV’s Management Information Circular dated March 16, 2015 (the “Spin-off Circular”)) were entered into with, among others, Jay S. Hennick and/or entities controlled by Mr. Hennick. Further details of such agreements are described in (and incorporated by reference from) the Spin-off Circular under the headings “The Arrangement – Transitional Services and Separation Agreement”, “The Arrangement – Standstill Agreement” and “Executive Compensation – Colliers MSA” of Appendix “H”, respectively. Additional information concerning the Spin-off is set out in the Spin-off Circular, which is available on SEDAR at www.sedar.com.

Material contracts

The only contracts that can reasonably be regarded as material to us, other than contracts entered into in the ordinary course of business, are as follows:

(a)	Arrangement Agreement: The Arrangement Agreement provided for the implementation of the Spin-off<br> pursuant to Section 182 of the Business Corporations Act (Ontario) and, among<br> other things, certain representations, warranties and covenants of the parties and certain<br> indemnities among Colliers and FirstService. Further details of the Arrangement Agreement<br> are described in (and incorporated by reference from) the Spin-off Circular under the<br> heading “The Arrangement – Arrangement Agreement”;
(b)	Transitional Services and Separation Agreement: In connection with the Spin-off, we entered into<br> the Transitional Services and Separation Agreement to, among other things, complete the<br> transfer of the FirstService Residential and FirstService Brands businesses to FirstService.<br> The Transitional Services and Separation Agreement also sets forth the agreement of the<br> parties with respect to certain transitional arrangements governing the relationship<br> between Colliers and FirstService, the responsibility and liability for outstanding legal<br> actions, responsibility for taxes, access to books and records, confidentiality, insurance<br> and dispute resolution. Under the terms of the Transitional Services and Separation Agreement,<br> we have generally agreed to indemnify FirstService and its subsidiaries from and against<br> any liabilities associated with, among other things, the FirstService Residential and<br> FirstService Brands businesses and assets, whether relating to the period, or arising,<br> prior to or after the Spin-off. The Transitional Services and Separation Agreement contains<br> a reciprocal indemnity under which FirstService generally agrees to indemnify us and<br> our subsidiaries from and against any liabilities relating to, among other things, the<br> businesses and assets retained by Colliers. FirstService and Colliers will indemnify<br> each other with respect to non-performance of our respective obligations under the Transitional<br> Services and Separation Agreement. Further details of the Transitional Services and Separation<br> Agreement are described in (and incorporated by reference from) the Spin-off Circular<br> under the heading “The Arrangement – Transitional Services and Separation<br> Agreement”; and
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(c)	Revolving Credit Facility: On April 4, 2019, we amended our existing credit agreement with<br> a syndicate of lenders to provide for the Revolving Credit Facility which has a financing<br> capacity of $1.0 billion, for a new five-year term ending April 30, 2024 (the term of<br> our prior credit facility ended April 18, 2023). The Revolving Credit Facility bears<br> interest at 1.25% to 2.50% over floating reference rates, depending on certain leverage<br> ratios, and requires that we pay a commitment fee of 0.25% to 0.50% of the unused portion<br> of the Revolving Credit Facility, depending on certain leverage ratios. At any time during<br> its term, we have the right to increase the Revolving Credit Facility by up to $250.0<br> million, on the same terms and conditions.
(d)	Senior Notes: We issued €210 million of senior unsecured notes (the “Senior Notes”)<br> pursuant to a note purchase agreement dated May 17, 2018 (the “Note Agreement”),<br> with a ten-year term ending May 30, 2028 and a fixed interest rate of 2.23%, which Senior<br> Notes were placed privately and rank equally with the Revolving Credit Facility in terms<br> of seniority. The proceeds of this issuance were drawn on May 30, 2018, and we used the<br> net proceeds to reduce outstanding borrowings under the Revolving Credit Facility and<br> for general corporate purposes. We may prepay the Senior Notes at any time without penalty<br> in an amount not less than 5% of the aggregate principal amount of the notes then outstanding.<br> The financial covenants contained in the Note Agreement require that we maintain a net<br> debt to consolidated EBITDA ratio of not more than 3.5, an interest coverage ratio of<br> greater than 2.0 and to ensure that our priority debt does not at any time exceed 7.5%<br> of our consolidated total assets. To date, we have complied with the foregoing covenants.<br> All outstanding amounts under the Senior Notes must be repaid by the earlier of May 30,<br> 2028 and the occurrence of an event of default under the Note Agreement. We are prohibited<br> under the Note Agreement from undertaking certain acquisitions and dispositions, and<br> incurring certain indebtedness and encumbrances, without prior approval of the holders<br> of the Senior Notes.
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(e)	AR Facility: On April 12, 2019, the Company established a structured accounts receivable facility<br> (the “AR Facility”) with committed availability of $125 million and an initial<br> term of 364 days, unless extended or an earlier termination event occurs. Under the AR<br> Facility, certain of the Company's subsidiaries continuously sell trade accounts receivable<br> and contract assets (the “Receivables”) to wholly owned special purpose entities<br> at fair market value. The special purpose entities then sell 100% of the Receivables<br> to a third-party financial institution. Although the special purpose entities are wholly<br> owned subsidiaries of the Company, they are separate legal entities with their own separate<br> creditors who will be entitled, upon their liquidation, to be satisfied out of their<br> assets prior to any assets or value in such special purpose entities becoming available<br> to their equity holders and their assets are not available to pay other creditors of<br> the Company.
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(f)	Management Services Agreement: Colliers has entered into a restated management services agreement<br> (the “Management Services Agreement”) with Jayset Management CIG Inc. (“Jayset”)<br> and Jay S. Hennick. Mr. Hennick is a director, an officer and the sole indirect shareholder<br> of Jayset. Under the terms of the Management Services Agreement, Mr. Hennick performs<br> the services of Chairman and CEO of Colliers on behalf of Jayset. The particulars of<br> the Management Services Agreement are set out in the section entitled “Executive<br> Compensation – Management Contract” contained in the 2020 Circular, which<br> section is incorporated herein by reference.
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Copies of the above material contracts are available on SEDAR at www.sedar.com.

Cease trade orders, bankruptcies, penalties or sanctions

To the best of the knowledge of the Company:

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(1)	none of<br> the directors or executive officers of the Company is, as at the date of this AIF, or<br> was within 10 years before the date of this AIF, a director, chief executive officer<br> or chief financial officer of any company (including the Company) that: (i) was subject<br> to a cease trade or similar order or an order that denied the relevant company access<br> to any exemption under securities legislation, in each case, that was in effect for a<br> period of more than 30 consecutive days (collectively, an “Order”) that was<br> issued while the director or executive officer was acting in the capacity as director,<br> chief executive officer or chief financial officer; or (ii) was subject to an Order that<br> was issued after the director or executive officer ceased to be a director, chief executive<br> officer or chief financial officer and which resulted from an event that occurred while<br> that person was acting in the capacity as director, chief executive officer or chief<br> financial officer;
(2)	none of<br> the directors or executive officers of the Company, or a shareholder holding a sufficient<br> number of securities of the Company to affect materially the control the Company: (a)<br> is, as at the date of this AIF, or has been, within 10 years before the date of this<br> AIF, a director or executive officer of any company (including the Company) that, while<br> that person was acting in that capacity, or within a year of that person ceasing to act<br> in that capacity, became bankrupt, made a proposal under any legislation relating to<br> bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement<br> or compromise with creditors or had a receiver, receiver manager or trustee appointed<br> to hold its assets; or (b) has, within the 10 years before the date of this AIF, become<br> bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency,<br> or become subject to or instituted any proceedings, arrangement or compromise with creditors,<br> or had a receiver, receiver manager or trustee appointed to hold the assets of the director,<br> executive officer or shareholder.
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Conflicts of interest

Certain directors and officers of the Company are engaged in and will continue to engage in activities outside the Company, and as a result, certain directors and officers of the Company may become subject to conflicts of interest. The Business Corporations Act (Ontario) provides that in the event that a director or officer has an interest in a contract or proposed contract or agreement, the director or officer shall disclose his or her interest in such contract or agreement and, in the case of directors, shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided under the Business Corporations Act (Ontario). To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BusinessCorporations Act (Ontario).

As at the date hereof, the Company is not aware of any existing or potential material conflicts of interest between the Company and a director or officer of the Company.

Independent registered public accounting firm

The Company’s independent registered public accounting firm is PricewaterhouseCoopers LLP, who has issued a report dated February 19, 2020 on the Company’s consolidated financial statements as of December 31, 2019 and 2018 and for each of the years in the two-year period ended December 31, 2019 and on the effectiveness of the Company’s internal control over financial reporting as at December 31, 2019. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario and the rules and regulations of the U.S. Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States) (“PCAOB”). PricewaterhouseCoopers LLP is registered with the PCAOB.

Audit & Risk Committee

The Audit & Risk Committee (the “ARC”) is comprised of four members who are each “independent” and “financially literate” as required by Multilateral Instrument 52-110 Audit Committees (the “Audit Committee Rule”). The ARC has the resources and the authority to discharge its responsibilities, including the authority to engage, at the expense of Colliers, outside consultants, independent legal counsel and other advisors as it determines necessary to carry out its duties, without seeking approval our Board of Directors or management. The ARC also has the authority to conduct any investigation necessary and appropriate to fulfilling its responsibilities and has direct access and authority to communicate directly with the external auditors, legal counsel and officers and employees of Colliers. The ARC meets six times annually, or more frequently as circumstances dictate.

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The ARC reviews the annual and interim financial statements intended for circulation among shareholders and reports upon these to the Board prior to their approval by our Board of Directors. The ARC is also responsible for reviewing the integrity of Colliers’ financial reporting process, both internal and external, and any major issues as to the adequacy of the internal controls and any special audit procedures adopted in light of any material control deficiencies. The ARC communicates directly with Colliers’ external auditors in order to discuss audit and related matters whenever appropriate. In addition, our Board of Directors may refer to the ARC such matters and questions relating to the financial position and operations of Colliers and its subsidiaries. All reports made to Colliers’ ethics hotline are reviewed by the Chair of the ARC and then by the entire ARC at its next meeting. Our Board of Directors has adopted an ARC mandate, a copy of which is annexed as Exhibit “A” to this AIF.

The education and related experience of each of the members of the ARC that is relevant to the performance by such members of their responsibilities on such committee is described below.

L. Frederick Sutherland (Chair) – Mr. Sutherland was the Executive Vice President and Chief Financial Officer of Aramark Corporation, Philadelphia, PA, a provider of services, facilities management and uniform and career apparel, from 1997 to 2015. Prior to joining Aramark in 1980, Mr. Sutherland was Vice President in the Corporate Banking Department at Chase Manhattan Bank, New York, NY. Mr. Sutherland is a director of Consolidated Edison, Inc. and Sterling Talent Solutions. Mr. Sutherland is also Chairman of the Board of WHYY, Philadelphia’s public broadcaster, a trustee of Duke University, Board President of Episcopal Community Services, an anti-poverty agency, and a Trustee of People's Light, a professional non-profit theater. and Theater. Mr. Sutherland holds an MBA in Finance from the Katz School of the University of Pittsburgh and a Bachelors in Physics and Mathematics from Duke University.

Peter F. Cohen – Mr. Cohen is a Chartered Professional Accountant and a former partner in an audit practice of a public accounting firm. Mr. Cohen is currently the Vice Chairman of the Board of Colliers and President and Chief Executive Officer of the Dawsco Group, a private real estate and investment company owned by Mr. Cohen and his family. Mr. Cohen was a co-founder and Chairman and Chief Executive Officer of Centrefund Realty Corporation, a publicly traded shopping center investment company until August 2000 when control of the company was sold. Mr. Cohen serves as the Treasurer and a Director of the Sinai Health System and is the Co-Chair of the Resources Committee and Building and Development Committee.

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John (Jack) P. Curtin, Jr.– Mr. Curtin is an Advisory Director in the Investment Banking Division of Goldman, Sachs & Co. in Toronto and New York. From July 2010 to December 2014, Mr. Curtin served as Chairman and Chief Executive of Goldman Sachs Canada Inc. From 2003 to July 2010, Mr. Curtin was Chairman of Goldman Sachs Canada Inc. From 1999 to 2003, Mr. Curtin was an Advisory Director of Goldman, Sachs & Co. in New York. From 1995 to 1999, Mr. Curtin was Chief Executive of Goldman Sachs Canada Inc. in Toronto. Prior to this assignment, Mr. Curtin was co-head of Global Money Markets and Chairman of Goldman Sachs Money Markets LP. Mr. Curtin moved to Money Markets in 1987 after serving as head of Fixed Income Syndicate/New Issues. Mr. Curtin joined the firm in 1976 in the Corporate Finance Department and was named partner in 1988 and managing director in 1996. Mr. Curtin is also a member of the Board of Directors of Cadillac Fairview Corporation and the Art Gallery of Ontario Foundation. He previously served as a Director of the Canada/United States Fulbright Foundation. Mr. Curtin is a former governor of the Toronto Stock Exchange, a former director of Brascan Corporation, Brookfield Asset Management, Maxxcom Corporation and the Investment Dealers Association of Canada. Mr. Curtin served as a trustee of Lakefield College School as well as Royal St. George's College. Mr. Curtin received an MBA from Harvard in 1976 and his BA from Williams College in 1972.

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Katherine M. Lee – Ms. Lee is a seasoned executive in financial services and served as President & CEO of GE Capital Canada, a leading global provider of financial and fleet management solutions to mid-market companies operating in a broad range of economic sectors. Prior to this role, Ms. Lee served as CEO of GE Capital Real Estate in Canada from 2002 to 2010 building it to a full debt and equity operating company. Ms. Lee joined GE in 1994 where she held a number of positions including Director, Mergers & Acquisitions for GE Capital's Pension Fund Advisory Services based in San Francisco and Managing Director of GE Capital Real Estate Korea based in Seoul and Tokyo. Ms. Lee earned a Bachelor of Commerce from the University of Toronto. She is a Chartered Professional Accountant and Chartered Accountant. She is active in the community championing Women's networks and Asian-Pacific Forums.

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The Audit Committee Rule requires the Company to disclose whether its ARC has adopted specific policies and procedures for the engagement of non-audit services and to prepare a summary of these policies and procedures. The mandate of the ARC provides that it is such committee’s responsibility to: (a) approve the appointment and, when circumstances warrant, discharge of the external auditor and monitor its qualifications, performance and independence; (b) approve and oversee the disclosure of all audit services provided by the external auditor to the Company or any of its subsidiaries, determining which non-audit services the external auditor are prohibited from providing and, exceptionally, pre-approve and oversee the disclosure of permitted non-audit services to be performed by the external auditor, in accordance with applicable laws and regulations; and (c) approve the basis and amount of the external auditor’s fees and other significant compensation. The ARC has adopted a pre-approval policy pursuant to which the Company may not engage the Company’s external auditor to carry out certain non-audit services that are deemed inconsistent with the independence of auditors under U.S. and Canadian applicable laws. The ARC must pre-approve all audit services as well as permitted non-audit services. The ARC has delegated to the Chair of the Audit Committee, who is independent, the authority to act on behalf of the ARC with respect to the pre-approval of all audit and permitted non-audit services provided by its external auditors from time to time. Any approvals by the Chair are reported to the full ARC at its next meeting.

In addition to performing the integrated audit of the Company’s annual consolidated financial statements and effectiveness of internal control over financial reporting, PricewaterhouseCoopers LLP provided other services to the Company and they billed the Company the following fees for each of the Company’s two most recently completed years:

(in<br> thousands of C$)	Year ended December 31, 2019	Year ended December 31, 2018
Audit fees (note<br> 1)	$1,868	$2,030
Audit-related fees<br> (note 2)	121	294
Tax fees (note 3)	518	129
All other fees (note<br> 4)	82	84
	$2,589	$2,537
Notes:
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1.	Refers<br> to the aggregate fees billed by the Company’s external auditor for audit services<br> relating to the audit of the Company and statutory audits required by subsidiaries.
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2.	Refers<br> to the aggregate fees billed for assurance and related services by the Company’s<br> external auditor that are reasonably related to the performance of the audit or review<br> of the Company’s financial statements and are not reported under (1) above, including<br> professional services rendered by the Company’s external auditor for accounting<br> consultations on proposed transactions and consultations related to accounting and reporting<br> standards. Such fees included amounts incurred in respect of: due diligence and other<br> work related to the disposition and acquisition of businesses, such work being unrelated<br> to the audit of the Company’s financial statements, as well as other audit-related<br> services.
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3.	Refers<br> to the aggregate fees billed for professional services rendered by the Company’s<br> external auditor for tax compliance, tax advice and tax planning.
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4.	Refers<br> to fees for consulting and subscriptions to accounting and tax research tools.
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Additional information

Additional information, including the directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and options to purchase securities, where applicable, is contained in the 2020 Circular.

Copies of publicly filed documents of the Company, including those incorporated herein by reference, can be found on SEDAR at www.sedar.com and also on EDGAR at www.sec.gov. Additional financial information is provided in the Company’s consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2019.

EXHIBIT “A”

AUDIT & RISK COMMITTEE MANDATE

Purpose

The Audit & Risk Committee (the "Committee") is appointed by and shall assist the Board of Directors (the "Board") of Colliers International Group Inc. (the "Company") in fulfilling its oversight responsibilities in the following principal areas: (i) accounting policies and practices, (ii) the financial reporting process, (iii) financial statements provided by the Company to the public, (iv) risk identification, management and processes, including systems of internal accounting and financial controls, internal systems reviews and remediation and information technology and cyber-security risks and controls, (v) reviewing the Company's insurance policies and consideration of the extent of any uninsured exposure and the adequacy of coverage, (vi) appointing, overseeing and evaluating the work and independence of the external auditors and overseeing and evaluating the work of the Company's internal audit personnel, (vii) compliance with applicable legal and regulatory requirements (including the Sarbanes-Oxley Act of 2002), (viii) review of contractual arrangements involving related parties, conflicts of interest or material risks (other than employment related contracts), and (ix) overseeing and evaluating compliance with the Company's Code of Ethics and Conduct, Financial Management Code of Ethics and Conduct, Ethics Hotline Policy and other Company policies involving ethics and/or conflicts of interest. In addition to the responsibilities specifically enumerated in this Mandate, the Board may refer to the Committee such matters and questions relating to the financial position and operations of the Company and its subsidiaries as the Board may from time to time see fit.

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Membership

The Committee shall consist of at least three directors appointed annually by the Board and shall be selected based upon the following, in accordance with applicable laws, rules and regulations:

Independence. Each member shall be independent in accordance with applicable legal and regulatory requirements, including, without limitation, the independence requirements set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) (subject to the exemptions provided in Rule 10A-3(c) under the Act) and National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, and shall have no direct or indirect material relationship with the Company which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

Financially Literate. Each member shall be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the Committee. For these purposes, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Commitment. In addition to being a member of the Committee, if a member is also on the audit committee or board of directors of other public companies or organizations, the Board shall determine that such simultaneous service does not impair the ability of such member to serve effectively on the Committee.

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Chair and Secretary

The Chair of the Committee shall be selected by the Board. If the Chair is not present, the members of the Committee may designate a Chair for the meeting by majority vote of the members present. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the other Committee members who are present.

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Meetings

The times and locations of meetings of the Committee and the calling of and procedures at such meetings, shall be determined from time to time by the Chair of the Committee, in consultation with management when necessary, provided that there shall be a minimum of four meetings per year. The Committee shall have sufficient notice in order to prepare for each meeting. Notice of each meeting shall also be given to the external auditors of the Company, and meetings shall be convened whenever requested by the external auditors or any member of the Committee in accordance with applicable law.

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-A2-

Meeting Agendas

Agendas for meetings of the Committee shall be developed by the Chair of the Committee in consultation with management and the corporate secretary, and shall be circulated to the Committee members prior to any meetings.

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Resources and Authority

The Committee shall have the resources and the authority to discharge its responsibilities, including the authority to engage, at the expense of the Company, outside consultants, independent legal counsel and other advisors as it determines necessary to carry out its duties, without seeking approval of the Board or management. The Committee shall determine the appropriate funding required to compensate any advisor employed by the Committee and to pay ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee shall have the authority to conduct any investigation necessary and appropriate to fulfilling its responsibilities, and has direct access and authority to communicate directly with the external auditors, legal counsel and officers and employees of the Company.

The members of the Committee have the right, for the purpose of performing their duties, to inspect the books and records of the Company and to discuss such accounts and records and any matters relating to the financial position, risk management and internal controls of the Company with the officers and external auditors of the Company.

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Responsibilities

The Company's management is responsible for preparing the Company's financial statements while the external auditors are responsible for auditing those financial statements. The Committee is responsible for overseeing the conduct of those activities by the Company's management and external auditors, and overseeing the activities of any internal audit initiatives. The Company's external auditors are accountable to the Committee as representatives of the Company's shareholders.

It is recognized that members of the Committee are not full-time employees of the Company and do not represent themselves to be accountants or auditors by profession or experts in the fields of accounting or auditing or the preparation of financial statements. It is not the duty or responsibility of the Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from whom it receives information, and (ii) the accuracy of the financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary.

The specific responsibilities of the Committee are as follows:

• In consultation with the external auditors and management, review the integrity of the Company's financial reporting process, both internal and external, and any major issues as to the adequacy of the internal controls and any special audit procedures adopted in light of any material control deficiencies;
• Review all material transactions and contracts entered into by the Company with any insider or related party of the Company, other than director, officer or employee compensation which is approved by the Company's Compensation Committee;
• Review with management and the external auditors the Company's annual audited consolidated financial statements and discuss with the external auditors all matters required to be discussed by generally accepted auditing standards (GAAS) in Canada and the United States. This would include reviewing an annual audit & risk committee report prepared by the external auditors describing: (i) all critical accounting policies used by the Company, (ii) any material alternative accounting treatments within generally accepted accounting principles (GAAP) that have been discussed with management of the Company, including the ramifications of the use of such alternative treatments and disclosures, and (iii) any other material written communications between the external auditors and management;

-A3-

• Following completion of the annual audit, review with management and the external auditors any significant issues, concerns or difficulties encountered and resolve any disagreements between management and the external auditors regarding financial reporting;
• Review and approve the interim quarterly financial statements and press releases, and review and recommend to the Board for approval the annual financial statements and press releases, in each case prior to the release of earnings information, including any non-GAAP measures and earnings guidance;
• Review and be satisfied that adequate procedures are in place for the review of the public disclosure of financial information by the Company extracted or derived from the Company's financial statements, and periodically assess the adequacy of those procedures;
• and Meet separately with management and with the external auditors, including at the time of the annual audit plan review with management and the external auditors.

External Auditors

The Committee shall:

• Require the external auditor to report directly to it and is responsible for the appointment, nomination, compensation, retention, termination and oversight of the work of the external auditors engaged for the purpose of issuing an auditor's report or performing other audit, review or attest services for the Company, and in such regard recommend to the Board the external auditors to be nominated for approval by the shareholders;
• Pre-approve all audit engagements and the provision by the external auditors of all non-audit services, including fees and terms for all audit and non-audit engagements, and in such regard the Committee may establish the types of non-audit services the external auditors shall be prohibited from providing and shall establish the types of audit, audit related and non-audit services for which the Committee will retain the external auditors. The Committee may delegate the responsibility to pre-approve non-audit services to one of its members and any such delegated pre-approvals shall be presented to the Committee at its next scheduled meeting;
• Review and approve the Company's policies for the hiring of partners and employees and former partners and employees of the external auditing firm;
• Consider, assess and report to the Board with regard to the independence and performance of the external auditors;
• Request and review annually a report by the external auditors regarding the auditing firm's internal quality-control procedures, any material issues raised by the most recent internal quality-control review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the past five years;
• and Request and review annually a formal written statement by the external auditor delineating all relationships between the external auditor and the Company, actively engaging in a dialogue with the external auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the external auditor.

Internal Controls and Risk Management

The Committee shall:

• Oversee management's design, implementation and evaluation of the Company's internal controls over financial reporting, including compliance with the requirements of the Sarbanes-Oxley Act of 2002;
• Receive and review reports from management and the external auditors with regard to the reliability and effective operation of the Company's accounting systems and internal controls; Discuss with management the Company's approach to risk assessment and management, controls over fraud and assessment of the need for internal auditing (including assessing and managing the risks related to personal and sensitive data that is collected, transmitted or stored by the Company and the control environment in place to protect the privacy of such data);
• Establish policies and procedures for the confidential, anonymous submission by employees of the Company of any concerns regarding questionable accounting or other acts and for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters;

-A4-

• Review of the principal risks of the Company's business and operations, and any other circumstances and events that could have a significant impact on the Company's assets and stakeholders;
• Discuss with management potential risks to the Company's business and operations, their likelihood and magnitude and the interrelationships and potential compounding effects of such risks;
• Assess the steps management has taken to minimize such risks in light of the Company's risk tolerance;
• Assess the Company's risk tolerance, the overall process for identifying the Company's principal business and operational risks and the implementation of appropriate measures to manage and disclose such risks;
• Review the controls and security governing the Company's information technology systems, including information technology infrastructure (e.g., disaster recovery) and business controls (e.g., data integrity, authorized access and process compliance);
• Review with senior management annually, the Company's insurance policies and considering the extent of any uninsured exposure and the adequacy of coverage;
• and Review disclosure respecting the oversight of management of the Company's principal business and operational risks.

Legal and Regulatory Requirements

Receive and review timely analysis by management of significant issues relating to public disclosure and reporting, including, prior to finalization, the Management's Discussion & Analysis and Annual Information Form; Prepare the report of the Committee required to be included with the Company's periodic filings; and Assist the Board in the oversight of compliance with legal and regulatory matters.

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Additional Responsibilities

Report regularly to the Board, including on matters such as the quality and integrity of the Company's financial statements, compliance with legal and regulatory requirements, the results of any internal audit initiatives, including evaluation of internal controls over financial reporting for purposes of compliance with the Sarbanes-Oxley Act of 2002, and the performance and independence of the external auditors; and Review and reassess annually the adequacy of the Committee's Mandate and prepare and review with the Board an annual performance evaluation of the Committee.

Exhibit 2

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COLLIERS INTERNATIONAL

GROUP INC.

CONSOLIDATED FINANCIAL STATEMENTS

Year ended

December 31, 2019

| *Page 2 of 44* |

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COLLIERS INTERNATIONAL GROUP INC.

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MANAGEMENT’S REPORT

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The accompanying consolidated financial statements and management discussion and analysis (“MD&A”) of Colliers International Group Inc. (“Colliers” or the “Company”) and all information in this annual report are the responsibility of management and have been approved by the Board of Directors.

The consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America using the best estimates and judgments of management, where appropriate. The most significant of these accounting principles are set out in Note 2 to the consolidated financial statements. Management has prepared the financial information presented elsewhere in this annual report and has ensured that it is consistent with the consolidated financial statements.

The MD&A has been prepared in accordance with National Instrument 51-102 of the Canadian Securities Administrators, taking into consideration other relevant guidance, including Regulation S-K of the US Securities and Exchange Commission.

The Board of Directors of the Company has an Audit & Risk Committee consisting of four independent directors. The Audit & Risk Committee meets regularly to review with management and the independent auditors any significant accounting, internal control, auditing and financial reporting matters.

These consolidated financial statements have been audited by PricewaterhouseCoopers LLP, which have been appointed as the independent registered public accounting firm of the Company by the shareholders. Their report outlines the scope of their examination and opinion on the consolidated financial statements. As auditors, PricewaterhouseCoopers LLP have full and independent access to the Audit & Risk Committee to discuss their findings.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIALREPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has excluded four individually insignificant entities acquired by the Company during the last fiscal period from its assessment of internal control over financial reporting as at December 31, 2019. The total assets and total revenues of the four majority-owned entities represent 1.7% and 2.5%, respectively, of the related consolidated financial statement amounts as at and for the year ended December 31, 2019.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as at December 31, 2019, based on the criteria set forth in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as at December 31, 2019, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company's internal control over financial reporting as at December 31, 2019, has been audited by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm as stated in their report which appears herein.

/s/ Jay S. Hennick<br><br> <br>Chairman and Chief Executive Officer	/s/ Christian Mayer<br><br> <br>Chief Financial Officer

February 19, 2020

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Colliers International Group Inc.

Opinions on the Financial Statementsand Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Colliers International Group Inc. and its subsidiaries (together, the Company) as of December 31, 2019 and 2018, and the related consolidated statements of earnings, comprehensive earnings, shareholders' equity and cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control –Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 27 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's report on internal control over financial reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded four entities from its assessment of internal control over financial reporting as of December 31, 2019 because they were acquired by the Company in purchase business combinations during 2019. We have also excluded these four entities from our audit of internal control over financial reporting. These entities comprised, in the aggregate, for total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting of approximately 1.7% and 2.5% respectively, as of and for the year ended December 31, 2019.

Definition and Limitations of Internal Control over FinancialReporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition - sales and lease brokerage revenue

As described in Notes 2 and 25 to the consolidated financial statements, the Company recognized sales brokerage revenue of $775.9 million and lease brokerage revenue of $946.4 million for the year ended December 31, 2019. Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Management has determined that control of sales brokerage services rendered transfer to a customer when a sale and purchase agreement becomes unconditional and lease brokerage services rendered transfer to a customer when a lease between landlord and tenant is executed. At these points in time the customer has received substantially all of the benefits of the services provided by the Company. Sales brokerage revenue and lease brokerage revenue arrangements may include terms that result in variability to the transaction price and ultimate revenues earned, including potentially contingent events. As described by management, generally, sales and lease brokerage revenue is constrained when it is probable that the Company may not be entitled to the total amount of the revenue under the arrangement, which is associated with the occurrence or non-occurrence of an event that is outside of the Company’s control or where the facts and circumstances of the arrangement limit the Company’s ability to predict whether this event will occur. When sales and lease brokerage revenue is constrained, revenue is not recognized until the uncertainty has been resolved. Management performs a constraint analysis for these arrangements on the basis of historical information to determine the amount the Company will ultimately be entitled to. Management used significant judgment to determine whether sales and lease brokerage revenue should be constrained and the timing of when such revenue should be recognized.

The principal considerations for our determination that performing procedures relating to sales and lease brokerage revenue recognition is a critical audit matter are (i) there was significant judgment by management in determining whether sales and lease brokerage revenue should be constrained and the timing of when such revenue should be recognized; which in turn led to (ii) significant auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to management’s assessment of sales and lease brokerage revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the sales and lease brokerage revenue recognition process, including controls over management’s review and approval of revenue recognition based upon the supporting evidence available for each sales and lease brokerage revenue arrangement. These procedures also included, among others, evaluating the appropriateness of management’s assessment of sales and lease brokerage revenue recognition for a sample of sales and lease brokerage revenue transactions recognized, including evaluating the contractual terms identified in the underlying brokerage transaction agreements and considering other supporting evidence such as customer or third party correspondence and cash receipts.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

February 19, 2020

We have served as the Company’s auditor since 1995.

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COLLIERS INTERNATIONAL GROUP INC.

CONSOLIDATED STATEMENTS OF EARNINGS

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

Years ended December 31	2019			2018
Revenues (note 25)	$	3,045,811		$	2,825,427
Cost of revenues (exclusive of depreciation and amortization shown below)		1,959,544			1,817,526
Selling, general and administrative expenses		744,874			705,798
Depreciation		33,391			30,573
Amortization of intangible assets		61,273			48,157
Acquisition-related items (note 5)		28,532			21,975
Operating earnings		218,197			201,398
Interest expense, net		29,452			20,845
Other income, net (note 6)		(1,853	)		(1,281	)
Earnings before income tax		190,598			181,834
Income tax expense (note 18)		53,013			53,260
Net earnings		137,585			128,574
Non-controlling interest share of earnings		26,829			23,207
Non-controlling interest redemption increment (note 15)		7,853			7,709
Net earnings attributable to Company	$	102,903		$	97,658
Net earnings per common share (note 20)
Basic	$	2.60		$	2.49
Diluted	$	2.57		$	2.45

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

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COLLIERS INTERNATIONAL GROUP INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(in thousands of US dollars)

Years ended December 31	2019			2018
Net earnings	$	137,585		$	128,574
Foreign currency translation loss		(185	)		(13,087	)
Unrealized (loss) / gain on interest rate swaps, net of tax		(4,073	)		129
Pension liability adjustments, net of tax		(811	)		1,638
Comprehensive earnings		132,516			117,254
Less:<br> Comprehensive earnings attributable to non-controlling interests		35,559			37,657
Comprehensive earnings attributable to Company	$	96,957		$	79,597

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

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COLLIERS INTERNATIONAL GROUP INC.

CONSOLIDATED BALANCE SHEETS

(in thousands of US dollars)

As at December 31			2018
Assets
Current assets
Cash and cash equivalents	114,993		$	127,032
Accounts receivable, net of allowance of 9,131 (December 31, 2018 - 30,789)	393,945			455,232
Contract assets (note 25)	42,772			99,468
Income tax recoverable	10,435			13,090
Prepaid expenses and other current assets(note 7)	145,171			62,474
Real estate assets held for sale (note 4)	10,741			-
	718,057			757,296
Other receivables	16,678			12,088
Contract assets (note 25)	6,162			10,964
Other assets (note 7)	69,510			63,730
Fixed assets (note 9)	107,197			93,483
Operating lease right-of-use assets (note 8)	263,639			-
Deferred income tax, net (note 18)	37,420			34,195
Intangible assets (note 10)	477,454			497,930
Goodwill (note 11)	949,221			887,894
Real estate assets held for sale (note 4)	247,376			-
	2,174,657			1,600,284
	2,892,714		$	2,357,580
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued expenses	261,910		$	251,375
Accrued compensation	495,374			469,563
Income tax payable	15,756			30,034
Contract liabilities (note 25)	24,133			28,773
Long-term debt - current (note 12)	4,223			1,834
Contingent acquisition consideration - current (note 22)	16,813			17,122
Operating lease liabilities (note 8)	69,866			-
Liabilities related to real estate assets held<br> for sale (note 4)	36,191			-
	924,266			798,701
Long-term debt - non-current (note 12)	607,181			670,289
Contingent acquisition consideration (note 22)	68,180			76,743
Deferred rent	-			27,137
Operating lease liabilities (note 8)	229,224			-
Other liabilities	31,693			21,826
Deferred income tax, net (note 18)	28,018			27,550
Liabilities related to real estate assets held<br> for sale (note 4)	127,703			-
	1,091,999			823,545
Redeemable non-controlling interests (note 15)	359,150			343,361
Shareholders' equity
Common shares (note 16)	442,153			415,805
Contributed surplus	60,706			54,717
Retained earnings (deficit)	77,181			(21,751	)
Accumulated other comprehensive loss	(67,164	)		(61,218	)
Total Company shareholders' equity	512,876			387,553
Non-controlling interests	4,423			4,420
Total shareholders' equity	517,299			391,973
	2,892,714		$	2,357,580

All values are in US Dollars.

Commitments and contingencies (notes 16 and 23)

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

On behalf of the Board of Directors,

/s/Frederick Sutherland	/s/Jay S. Hennick
Director	Director

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COLLIERS INTERNATIONAL GROUP INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(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			earnings (loss)			interests			equity
Balance, December 31, 2017		38,934,161		406,984		50,219			(115,489	)		(43,157	)		4,457			303,014
Net earnings		-		-		-			128,574			-			-			128,574
Pension liability adjustment, net of tax		-		-		-			-			1,638			-			1,638
Foreign currency translation loss		-		-		-			-			(13,087	)		-			(13,087	)
Unrealized gain on interest rate swaps, net of tax		-		-		-			-			129			-			129
Other comprehensive loss attributable to NCI		-		-		-			-			(6,741	)		(60	)		(6,801	)
NCI share of earnings		-		-		-			(23,207	)		-			2,717			(20,490	)
NCI redemption increment		-		-		-			(7,709	)		-			-			(7,709	)
Distributions to NCI		-		-		-			-			-			(2,474	)		(2,474	)
Acquisitions of businesses, net		-		-		-			-			-			(220	)		(220	)
Subsidiaries’ equity transactions		-		-		(496	)		-			-			-			(496	)
Subordinate Voting Shares:
Stock option expense		-		-		6,394			-			-			-			6,394
Stock options exercised		278,975		8,821		(1,400	)		-			-			-			7,421
Dividends		-		-		-			(3,920	)		-			-			(3,920	)
Balance, December 31, 2018		39,213,136	$	415,805	$	54,717		$	(21,751	)	$	(61,218	)	$	4,420		$	391,973
Net earnings		-		-		-			137,585			-			-			137,585
Pension liability adjustment, net of tax		-		-		-			-			(811	)		-			(811	)
Foreign currency translation loss		-		-		-			-			(185	)		-			(185	)
Unrealized loss on interest rate swaps, net of tax		-		-		-			-			(4,073	)		-			(4,073	)
Other comprehensive loss attributable to NCI		-		-		-			-			(877	)		233			(644	)
NCI share of earnings		-		-		-			(26,829	)		-			2,270			(24,559	)
NCI redemption increment		-		-		-			(7,853	)		-			-			(7,853	)
Distributions to NCI		-		-		-			-			-			(2,305	)		(2,305	)
Acquisition of businesses, net		-		-		-			-			-			(195	)		(195	)
Subsidiaries’ equity transactions		-		-		2,567			-			-			-			2,567
Subordinate Voting Shares:
Stock option expense		-		-		7,831			-			-			-			7,831
Stock options exercised		632,075		26,348		(4,409	)		-			-			-			21,939
Dividends		-		-		-			(3,971	)		-			-			(3,971	)
Balance, December 31, 2019		39,845,211	$	442,153	$	60,706		$	77,181		$	(67,164	)	$	4,423		$	517,299

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

| *Page 9 of 44* |

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COLLIERS INTERNATIONAL GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of US dollars)

Years ended December 31	2019			2018
Cash provided by (used in)
Operating activities
Net earnings	$	137,585		$	128,574
Items not affecting cash:
Depreciation and amortization		94,664			78,730
Deferred income tax		(6,699	)		6,137
Earnings from equity method investments		(2,065	)		(1,321	)
Stock option expense		7,831			6,394
Allowance for uncollectible accounts receivable		5,414			6,925
Amortization of advisor loans		20,424			17,107
Contingent consideration		22,808			10,228
Other		3,108			1,358
Net changes from operating assets / liabilities
Accounts receivable		(74,535	)		(54,229	)
Contract assets		1,416			3,869
Prepaid expenses and other assets		(16,116	)		(8,952	)
Accounts payable and accrued expenses		(8,980	)		14,180
Accrued compensation		16,580			36,850
Income tax payable		(8,432	)		6,761
Contract liabilities		(6,594	)		6,481
Other liabilities		8,314			2,761
Contingent acquisition consideration paid		(8,928	)		(4,365	)
Sale proceeds from AR Facility, net of<br> repurchases (note 13)		124,963			-
Net cash provided by operating activities		310,758			257,488
Investing activities
Acquisitions of businesses, net of cash acquired (note 3)		(80,576	)		(586,242	)
Disposition of business, net of cash disposed (note 3)		-			17,286
Purchases of fixed assets		(44,197	)		(35,579	)
Advisor loans issued		(21,457	)		(23,680	)
Purchase of held for sale real estate assets (note 4)		(94,223	)		-
Cash collections of AR facility deferred purchase price (note 13)		28,100			-
Other investing activities		(5,915	)		81
Net cash used in investing activities		(218,268	)		(628,134	)
Financing activities
Increase in long-term debt		585,358			985,755
Repayment of long-term debt		(644,670	)		(800,032	)
Issuance of senior notes		-			244,938
Purchases of subsidiary shares from non-controlling interests		(13,081	)		(3,720	)
Sale of interests in subsidiaries to non-controlling interests		1,601			2,389
Contingent acquisition consideration paid		(15,033	)		(15,503	)
Proceeds received on exercise of stock options		21,939			7,420
Dividends paid to common shareholders		(3,940	)		(3,906	)
Distributions paid to non-controlling interests		(31,858	)		(18,871	)
Financing fees paid		(1,304	)		(3,242	)
Net cash provided by (used in) financing activities		(100,988	)		395,228
Effect of exchange rate changes on cash		(3,541	)		(6,073	)
Increase (decrease) in cash and cash equivalents		(12,039	)		18,509
Cash and cash equivalents, beginning of year		127,032			108,523
Cash and cash equivalents, end of year	$	114,993		$	127,032

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

| *Page 10 of 44* |

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COLLIERS INTERNATIONAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1.	Description of the business

Colliers International Group Inc. (“Colliers” or the “Company”) provides commercial real estate services to corporate and institutional clients in 36 countries around the world (68 countries including affiliates and franchisees). Colliers’ primary services are outsourcing and advisory services, lease brokerage, sales brokerage and investment management. 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 significant accounting policies

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates are related to the judgments used to determine the timing and amount of revenue recognition, recoverability of goodwill and intangible assets, determination of fair values of assets acquired and liabilities assumed in business combinations, estimated fair value of contingent consideration related to acquisitions, quantification of uncertain tax positions, recoverability of deferred income tax assets and the collectability of accounts receivable. Actual results could be materially different from these estimates.

Significant accounting policies are summarized as follows:

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and those variable interest entities where the Company is the primary beneficiary. Where the Company does not have a controlling interest but has the ability to exert significant influence, the equity method is used. Inter-company transactions and accounts are eliminated on consolidation.

When applying the principles of consolidation, the Company begins by determining whether an investee is a variable interest entity (“VIE”) or a voting interest entity (“VOE”). Assessing whether an entity is a VIE or a VOE involves judgment and analysis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure and equity ownership, and any related party or de facto agent implications of the Company’s involvement with the entity.

VOEs are embodied by common and traditional corporate and certain partnership structures. For VOEs, the interest holder with control through majority ownership and majority voting rights consolidates the entity.

For VIEs, identification of the primary beneficiary determines the accounting treatment. In evaluating whether the Company is the primary beneficiary, it evaluates its direct and indirect economic interests in the entity. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative approach focused on identifying which reporting entity has both (1) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity.

The primary beneficiary analysis is performed at the inception of the Company’s investment and upon the occurrence of a reconsideration event. When the Company determines it is the primary beneficiary of a VIE, it consolidates the VIE; when it is determined that the Company is not the primary beneficiary of the VIE, the investment in the VIE is accounted for at fair value or under the equity method, based upon an election made at the time of investment.

| *Page 11 of 44* |

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Cash and cash equivalents

Cash equivalents consist of short-term interest-bearing securities, which are readily convertible into cash and have original maturities at the date of purchase of three months or less.

Fixed assets

Fixed assets are carried at cost less accumulated depreciation. The costs of additions and improvements are capitalized, while maintenance and repairs are expensed as incurred. Fixed assets are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset group may not be recoverable. An impairment loss is recorded to the extent the carrying amount exceeds the estimated fair value of an asset group. Fixed assets are depreciated over their estimated useful lives as follows:

Buildings	20 to 40 years straight-line
Vehicles	3 to 5 years straight-line
Furniture and equipment	3 to 10 years straight-line
Computer equipment and software	3 to 5 years straight-line
Leasehold improvements	term of the lease to a maximum of 10 years

Investments

Equity method investments

For equity investments where it does not control the investee, and where it is not the primary beneficiary of a VIE, but can exert significant influence over the financial and operating policies of the investee the Company utilizes the equity method of accounting. The evaluation of whether the Company exerts control or significant influence over the financial and operation policies of the investees requires significant judgement based on the facts and circumstances surrounding each individual investment. Factors considered in these evaluations may include the type of investment, the legal structure of the investee, any influence the Company may have on the governing board of the investee.

The Company’s equity method investees that are investment companies record their underlying investments at fair value. Therefore, under the equity method of accounting, the Company’s share of the investee’s underlying net income predominantly represents fair value adjustments in the investments held by the equity method investees.

The Company’s share of the investee’s underlying net income or loss is based upon the most currently available information, which may precede the date of the consolidated statement of financial condition and is realized in other (income) expense. Distributions received reduce the Company’s carrying value of the investee.

Investments in equity securities

Investments in equity securities are generally carried at fair value on the consolidated balance. When the fair value is not readily available due to a lack of market price, the Company assesses the investment to determine whether (i) to measure the investment at cost, less impairment and plus or minus observable price changes for identical or similar investments or (ii) whether it qualifies for the net asset value practical expedient which permits using the net asset value to determine the fair value of the investment. The election to account for investments under option (i) or (ii) above is determined upon entering into the investment. Dividends received and changes to the fair value of investments are recorded through other (income) expense.

Investments in debt securities

The Company classifies debt investments as available-for-sale, held-to-maturity or trading based on the Company’s intent to sell the security or, its intent and ability to hold the debt security to maturity. Held-to-maturity debt securities are purchased with the positive intent and ability to be held to maturity and are recorded at amortized cost on the consolidated balance sheets.

Available-for-sale securities are those securities that are not classified as trading or held-to-maturity. Unrealized losses related to available-for-sale securities are reported, net of the related tax effect, to other comprehensive income. Upon sale, realized gains and losses are reported to other (income) expense. Trading securities are carried at fair value on the consolidated balance sheets with changes in the fair value recorded in other (income) expense.

| *Page 12 of 44* |

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Impairment of investments

Investments are regularly reviewed for impairment based on both quantitative and qualitative criteria that include the extent to which cost exceeds fair value and the duration of the market decline, the Company’s intent and ability to hold until forecasted recovery, and the financial health and near term prospects for the issuer. Other-than-temporary impairment losses on equity securities are recorded in other (income) expense.

Financial instruments and derivatives

Derivative financial instruments are recorded on the consolidated balance sheets as other assets or other liabilities and carried at fair value. From time to time, the Company may use interest rate swaps to hedge a portion of its interest rate exposure on long-term debt. Hedge accounting is applied and swaps are carried at fair value on the consolidated balance sheets, with gains or losses recognized in interest expense. The carrying value of the hedged item is adjusted for changes in fair value attributable to the hedged interest rate risk; the associated gain or loss is recognized currently in earnings and the unrealized gain or loss is recognized in other comprehensive income. If swaps are terminated and the underlying item is not, the resulting gain or loss is deferred and recognized over the remaining life of the underlying item using the effective interest method. In addition, the Company may enter into short-term foreign exchange contracts to lower its cost of borrowing, to which hedge accounting is not applied.

Fair value

The Company uses the fair value measurements framework for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed at fair value on a non-recurring basis. The framework defines fair value, gives guidance for measurement and disclosure, and establishes a three-level hierarchy for observable and unobservable inputs used to measure fair value. An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 – Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities

Level 3 – Unobservable inputs for which there is little or no market data, which requires the Company to develop its own assumptions

Financing fees

Financing fees related to the Revolving Credit Facility are recorded as an asset and amortized to interest expense using the effective interest method. Financing fees related to the Senior Notes are recorded as a reduction of the debt amount and are amortized to interest expense using the effective interest method.

Goodwill and intangible assets

Goodwill represents the excess of purchase price over the fair value of assets acquired and liabilities assumed in a business combination and is not subject to amortization.

Intangible assets are recorded at fair value on the date they are acquired. Indefinite life intangible assets are not subject to amortization. Where lives are finite, they are amortized over their estimated useful lives as follows:

Customer lists and relationships	straight-line over 4 to 20 years
Investment management contracts	straight-line over 5 to 15 years
Trademarks and trade names	straight-line over 2 to 10 years
Management contracts and other	straight-line over life of contract ranging from 2 to 10 years
Customer backlog	as underlying backlog transactions are completed

The Company reviews the carrying value of finite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable from the estimated future cash flows expected to result from their use and eventual disposition. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the asset group, an impairment loss is recognized. Measurement of the impairment loss is based on the excess of the carrying amount of the asset group over the fair value calculated using discounted expected future cash flows.

| *Page 13 of 44* |

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Goodwill and indefinite life intangible assets are tested for impairment annually, on August 1, or more frequently if events or changes in circumstances indicate the asset might be impaired, in which case the carrying amount of the asset is written down to fair value.

Impairment of goodwill is tested at the reporting unit level. The Company has four distinct reporting units. Impairment is tested by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Where it is determined to be more likely than not that its fair value is greater than its carrying amount, then no further testing is required. Where the qualitative analysis is not sufficient to support that the fair value exceeds the carrying amount then a two-step goodwill impairment test is performed. In the first step, the reporting unit’s carrying amount, including goodwill, is compared to the estimated fair value of the reporting unit. The fair values of the reporting units are estimated using a discounted cash flow approach. The fair value measurement is classified within Level 3 of the fair value hierarchy. If the carrying amount of the reporting unit exceeds its fair value, then a second step is performed to measure the amount of impairment loss, if any. Certain assumptions are used to determine the fair value of the reporting units, the most sensitive of which are estimated future cash flows and the discount rate applied to future cash flows. Changes in these assumptions could result in a materially different fair value.

Impairment of indefinite life intangible assets is tested by comparing the carrying amount to the estimated fair value on an individual intangible asset basis.

Redeemable non-controlling interests

Redeemable non-controlling interests (“RNCI”) are 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.

Revenue

The Company generates revenue from contracts with customers through its provision of commercial real estate services. These services consist of sales brokerage and lease brokerage operations, outsourcing and advisory services and investment management services.

(a) Real estate brokerage operations

Brokerage revenue includes commissions from sales brokerage and lease brokerage services. Sales brokerage services include purchases and sales, debt placement, equity capital raising, market value opinions, acquisition advisory and transaction management. The Company provides these services with respect to substantially all types of commercial real estate. Lease brokerage includes landlord and tenant representation services. Landlord representation provides real estate owners with services to strategically position properties and to secure appropriate tenants. Tenant representation focuses on assisting businesses to assess their occupancy requirements and evaluating and negotiating leases and lease renewals.

(b) Outsourcing and advisory services

Outsourcing and advisory services consist of project management, property management as well as valuation and advisory services. Project management services include design and construction management, move management and workplace solutions consulting. Project management engagements range from single project contracts with a duration of less than one year to multi-year contracts with multiple discrete projects. Property management provides real estate service solutions to real estate owners. In addition to providing on-site management and staffing, the Company provides support through centralized resources such as technical and environmental services, accounting, marketing and human resources. These various services may be provided through the Company’s employees or through contracts with third party providers. Consistent with industry custom, management contract terms typically range from one to three years, although most contracts are terminable at any time following a notice period, usually 30 to 120 days.

| *Page 14 of 44* |

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Valuation and advisory services consist of helping customers determine market values for various types of real estate properties. Such services may involve appraisals of single properties or portfolios of properties which may span multiple property types and geographic locations. These appraisals may be utilized for a variety of customer needs including acquisitions, dispositions, financing or for tax purposes. In addition to valuation services, the Company provides consulting services to assist customers with specialized real estate needs.

(c) Investment management services

Investment management revenues include consideration for services in the form of asset management advisory and administration fees, transaction fees and incentive fees (carried interest). The performance obligation is to manage client’s invested capital for a specified period of time and is delivered over time.

Revenue recognition and unearned revenues

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of services, which are capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

(a)	Nature of services

The Company has determined that control of sales brokerage services rendered transfer to a customer when a sale and purchase agreement becomes unconditional and lease brokerage services rendered transfer to a customer when a lease between the landlord and the tenant is executed. At these points in time the customer has received substantially all of the benefit of the services provided by the Company. The transaction price is typically associated with the underlying asset involved in the transaction, most commonly a percentage of the sales price or the aggregate rental payments over the term of the lease which are generally known when revenue is recognized.

Outsourcing and advisory services including those provided in relation to property management and project management transfer to the customer over time as the services are performed and revenue from providing these services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based upon the actual labor hours spent relative to the total expected labor hours or the project costs incurred relative to the total project costs. For some projects certain obligations that are representative of the work completed may be used as an alternative to recognize revenue. The use of labor hours or overall project costs is dependent upon the input that best represents the progress of the work completed in relation to the specific contract. If a contract includes an hourly fee, revenue is recognized in the amount to which the Company has a right to invoice.

For other advisory services, including valuation and appraisal review, the customer is unable to benefit from the services until the work is substantially complete, revenue is recognized upon delivery of materials to the customer because this faithfully represents when the service has been rendered. For most fixed fee consulting assignments, revenue is recognized based upon the actual service provided to the end of the reporting period as a proportion of the total services to be provided and customers are invoiced on a monthly basis and consideration is payable when invoiced.

Investment management advisory and administration fees are recognized as the services are performed over time and are primarily based on agreed-upon percentages of assets under management or committed capital. Revenue recognition for transactional performance obligations are recognized at a point in time when the performance obligation has been met. The Company receives investment management advisory incentive fees (carried interest) from certain investment funds. These incentive fees are dependent upon exceeding specified performance thresholds on a relative or absolute basis, depending on the product. Incentive fees are recognized when it is determined that significant reversal is considered no longer probable (such as upon the sale of a fund’s investment or when the amount of assets under management becomes known as of the end of the specified measurement period). Pursuant to the terms of the Harrison Street acquisition, incentive fees related to assets that were invested prior to the acquisition date by its former owners are allocated to certain employees and former owners; as such the full amount of these incentive fees is passed through as compensation expense and recognized as cost of revenues in the consolidated statement of earnings.

| *Page 15 of 44* |

| --- | | (b) | Significant judgments | | --- | --- |

The Company’s contracts with customers may include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Where a contract contains multiple performance obligations judgment is used to assess whether they are distinct and accounted for separately or not distinct and are accounted for and recognized together.

Brokerage commission arrangement may include terms that result in variability to the transaction price and ultimate revenues earned beyond the underlying value of the transaction, these may include rebates and/or contingencies. The Company estimates variable consideration or performs a constraint analysis for these contracts on the basis of historical information to estimate the amount the Company will ultimately be entitled to. Generally, revenue is constrained when it is probable that the Company may not be entitled to the total amount of the revenue as associated with the occurrence or non-occurrence of an event that is outside of the Company’s control or where the facts and circumstances of the arrangement limit the Company’s ability to predict whether this event will occur. When revenue is constrained, this revenue is not recognized until the uncertainty has been resolved.

Outsourcing and advisory arrangements may include incentives tied to achieving certain performance targets. The Company estimates variable consideration or performs a constraint analysis for these contracts on the basis of circumstances specific to the project and historical information in order to estimate the amount the Company will ultimately be entitled to. Estimates of revenue, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

In providing project management or property management services, the Company may engage subcontractors to provide on-site staffing or to provide specialized technical services, materials and/or installation services. These arrangements are assessed and require judgment to determine whether the Company is a principal or an agent of the customer. When the Company acts as a principal, because it is primarily responsible for the delivery of the completed project and controls the services provided by the subcontractors, these amounts are accounted for as revenue on a gross basis. However, when the Company acts as an agent, because it does not control the services prior to delivery to the customer, these costs are accounted for on a net basis.

In some cases, the Company may facilitate collection from the customer and payments to subcontractors or may facilitate collection from tenants for payment to the landlord. In these instances, balances are recorded as accounts receivable and accounts payable until settled.

Investment management fee arrangements are unique to each contract and evaluated on an individual basis to determine the timing of revenue recognition and significant judgment is involved in making such determination. At each reporting period, the Company considers various factors in estimating revenue to be recognized. Incentive fees have a broad range of possible amounts and the determination of these amounts is based upon the market value for managed assets which is highly susceptible to factors outside of the Company’s influence. As a result, incentive fee revenue is generally constrained until significant reversal is considered no longer probable.

Certain constrained brokerage fees, outsourcing and advisory fees and investment management fees may arise from services that began in a prior reporting period. Consequently, a portion of the fees the Company recognizes in the current period may be partially related to the services performed in prior periods. In particular, substantially all investment management incentive fees recognized in the period were previously constrained.

Contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. The Company invoices the customer and records a receivable when it has a right to payment within customary payment terms or it recognizes a contract asset if revenue is recognized prior to when payment is due. Contract liabilities consist of payments received in advance of recognizing revenue. These liabilities consist primarily of payments received for outsourcing and advisory engagements where a component of the revenue may be paid by the customer prior to the benefits of the services transferring to the customer. As a practical expedient, the Company does not adjust the promised amount of consideration for the effect of a significant financing component when it is expected, at contract inception, that the period between transfer of the service and when the customer pays for that service will be one year or less. The Company does not typically include extended payment terms in its contracts with customers.

| *Page 16 of 44* |

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The Company generally does not incur upfront costs to obtain or fulfill contracts that are capitalizable to contract assets and if capitalizable they would be amortized to expense within one year or less of incurring the expense; consequently, the Company applies the practical expedient to recognize these incremental costs as an expense when incurred. Any costs to obtain or fulfill contracts that exceed one year are capitalized to contract assets and amortized over the term of the contract on a method consistent with the transfer of services to the customer and the contracts revenue recognition.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 90 days. With the exceptions of sales brokerage and lease brokerage, the Company does not expect to have any contracts where the period between the transfer of services to the customer and the payment by the customer exceeds one year. With regard to sales brokerage and lease brokerage, arrangements may exist where the service is transferred but payment is not received for a period greater than one year. However, arrangements of this nature do not contain a significant financing component because the amount and timing varies on the basis of the occurrence or non-occurrence of an event that is outside the control of the Company or the customer. As a consequence, the Company does not adjust the transaction prices for the time value of money.

Contract liabilities represent advance payments associated with the Company’s performance obligations that have not yet been satisfied. The majority of the balances are expected to be recognized to revenue or disbursed on behalf of the client within a year.

Remaining performance obligations

Remaining performance obligations represent the aggregate transaction prices for contracts where the Company’s performance obligations have not yet been satisfied. The Company applies the practical expedient related to remaining performance obligations that are part of a contract that has an original expected duration of one year or less and the practical expedient related to variable consideration from remaining performance obligations.

Stock-based compensation

For equity classified awards, compensation cost is measured at the grant date based on the estimated fair value of the award adjusted for expected forfeitures. The related stock option compensation expense is allocated using the graded attribution method.

Long-term incentive plans

Under these plans, certain subsidiary employees are compensated if the earnings before interest, income tax and amortization of the subsidiary increases. Awards under these plans generally have a term of up to ten years, a vesting period of five to ten years and are settled in cash at the end of the term. If an award is subject to a vesting condition, then the graded attribution method is applied to the fair value or intrinsic value of the award. The related compensation expense is recorded in selling, general and administrative expenses and the liability is recorded in accrued compensation.

Foreign currency translation

Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of each entity. For certain foreign operations, the functional currency is the local currency, in which case the assets, liabilities and operations are translated at current exchange rates from the local currency to the reporting currency, the US dollar. The resulting unrealized gains or losses are reported as a component of accumulated other comprehensive earnings. Realized and unrealized foreign currency gains or losses related to any foreign dollar denominated monetary assets and liabilities are included in net earnings.

| *Page 17 of 44* |

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Income tax

Income tax has been provided using the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been recognized in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to reverse, be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in earnings in the period in which the change occurs. A valuation allowance is recorded unless it is more likely than not that realization of a deferred income tax asset will occur based on available evidence.

The Company recognizes uncertainty in tax positions taken or expected to be taken in a tax return by recording a liability for unrecognized tax benefits on its balance sheet. Uncertainties are quantified by applying a prescribed recognition threshold and measurement attribute.

The Company classifies interest and penalties associated with income tax positions in income tax expense.

Leases

The Company is (i) a lessee in relation to premises and equipment and (ii) acts as a lessor in relation to certain premises that it owns or leases from third parties.

(a)	As a lessee

The Company recognizes an operating lease right-of-use (“ROU”) asset and a lease liability on the consolidated balance sheet at the lease commencement date. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term adjusted for lease pre-payments and lease incentives. After the commencement date any modifications to the leasing arrangement are assessed and the ROU asset and lease liability are remeasured to recognize modifications to the lease term or fixed payments. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used to determine the present value of lease payments. The Company uses the implicit rate when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating leases ROU assets are amortized to selling, general and administrative expenses (“SG&A”) straight-line over the lease term.

Finance leases are included in fixed assets and long-term debt on the consolidated balance sheet. Finance lease assets are depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of lease term.

Variable lease payments and variable payments related to non-lease components are recorded to SG&A as incurred. Variable lease payments include amounts related to changes in payments associated with changes in an index or rate but which are not also associated with a remeasurement of the lease liability.

The Company has operating lease agreements with lease and non-lease components, and the Company has elected to apply the practical expedient to not separate lease and nonlease components and therefore the ROU assets and lease liabilities include payments related to services included in the lease agreement. Additionally, for certain leases the Company has elected to group leases that commence at the same time and where accounting does not materially differ from accounting for the leases individually as a portfolio of leases.

The Company has elected not to recognize ROU assets and lease liabilities for leases that have a term of twelve months or less. Similarly, the Company will be applying the practical expedient to not recognize assets or liabilities related to a business combination when the acquired lease has a remaining term of twelve months or less at the acquisition date. The payments associated with these leases are recorded to SG&A on a straight-line basis over the remaining lease term.

| *Page 18 of 44* |

| --- | | (b) | As a lessor | | --- | --- |

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. All of the Company’s lessor arrangements are classified as operating leases.

When the Company is a sublessor, it accounts for its interests in the head lease and the sublease separately. It assesses the lessor classification of a sublease with reference to the underlying asset rather than with reference to the right-of-use asset. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as other revenue.

Pension plan

The Company’s defined benefit pension plan obligation is remeasured annually as of December 31 based on the present value of projected future benefit payments for all participants for services rendered.

The benefit obligation and related funded status are determined using assumptions as of the end of each year.

The expected return on plan assets is based on historical and projected rates of return for assets in the investment plan portfolio. The actual return is based on the fair value of plan assets. The projected benefit obligation is discounted using the market interest rate as at the measurement date.

Pension expense for the pension plan includes the cost of pension benefits earned during the current year, the interest cost on pension obligations, the expected return on pension plan assets, and other costs. Actuarial gains and losses related to the change in the over-funded or under-funded status of the pension plan are recognized in other comprehensive income.

Business combinations

All business combinations are accounted for using the acquisition method of accounting. Transaction costs are expensed as incurred.

The fair value of the contingent consideration is classified as a financial liability and is recorded on the balance sheet at the acquisition date and is re-measured at fair value at the end of each period until the end of the contingency period, with fair value adjustments recognized in earnings. However, if the contingent consideration includes an element of compensation to the vendors (i.e. it is tied to continuing employment or it is not linked to the business valuation), then the portion of contingent consideration related to such element is treated as compensation expense over the expected employment period.

3.	Acquisitions

2019 acquisitions:

The Company acquired controlling interests in four businesses, two operating in the Americas (Virginia; North Carolina), one operating in EMEA (Sweden), and one operating in Asia Pacific (India).

These acquisitions were completed to expand the Company’s geographic presence. These acquisitions were accounted for by the acquisition method of accounting for business combinations and accordingly, the consolidated statements of earnings do not include any revenues or expenses related to these acquisitions prior to their closing dates.

| *Page 19 of 44* |

| --- |

The acquisition date fair value of consideration transferred and purchase price allocation was as follows:

	Aggregate
	Acquisitions
Current assets, excluding cash	$	29,720
Non-current assets		7,989
Current liabilities		(18,616	)
Long-term liabilities		(11,913	)
	$	7,180
Cash consideration, net of cash acquired of $4,765	$	(80,576	)
Acquisition date fair value of contingent consideration		-
Total purchase consideration	$	(80,576	)
Acquired intangible assets	$	42,226
Acquired goodwill	$	58,221
Redeemable non-controlling interest	$	27,051

The acquisition in India, completed in October 2019, represents $57,405 of the total aggregate cash consideration above.

In addition, the Company purchased a portfolio of real estate assets in connection with the establishment of a new Investment Management fund. The assets do not constitute a business under US GAAP. As at December 31, 2019, the net value of the real estate assets held for sale totals $94,223. (See Note 4).

2018 acquisitions:

The Company acquired controlling interests in twelve businesses, five operating in the Americas (Utah; Manitoba; Florida; Quebec; Pittsburgh, Pennsylvania), four operating in EMEA (Finland; Denmark; Spain; Germany), two operating in Asia Pacific (China; Australia) and one operating in the Investment Management segment, being a 75% voting equity interest in Harrison Street Real Estate Capital, LLC (“Harrison Street”) acquired on July 5, 2018. The Finland business was acquired on January 3, 2018, is headquartered in Helsinki and provides property management services to owners of commercial and residential real estate. Harrison Street, headquartered in Chicago, provides real estate investment management services to institutional investors. These acquisitions were completed to expand the Company’s geographic presence and, in the case of Harrison Street, to enter a new service line.

The acquisition date fair value of consideration transferred and purchase price allocation was as follows:

					Harrison						Aggregate
		Finland			Street			Other			Acquisitions
Current assets, excluding cash	$	4,734		$	16,948		$	31,623		$	53,305
Non-current assets		2,581			4,678			3,616			10,875
Current liabilities		(9,421	)		(14,544	)		(27,853	)		(51,818	)
Long-term liabilities		(6,072	)		-			(15,608	)		(21,680	)
	$	(8,178	)	$	7,082		$	(8,222	)	$	(9,318	)
Cash consideration, net of cash acquired of $23,777	$	(57,287	)	$	(447,513	)	$	(81,442	)	$	(586,242	)
Acquisition date fair value of contingent consideration		-			(40,889	)		(19,212	)		(60,101	)
Total purchase consideration	$	(57,287	)	$	(488,402	)	$	(100,654	)	$	(646,343	)
Acquired intangible assets	$	26,841		$	278,600		$	69,495		$	374,936
Acquired goodwill	$	38,624		$	366,350		$	60,708		$	465,682
Redeemable non-controlling interest	$	-		$	163,630		$	21,327		$	184,957

Acquisition-related transaction costs for the year ended December 31, 2019 totaled $5,725 (2018 - $11,747) and were recorded as expense under the caption “acquisition-related items”.

| *Page 20 of 44* |

| --- |

In all years presented, the fair values of non-controlling interests were determined using an income approach with reference to a discounted cash flow model using the same assumptions implied in determining the purchase consideration.

The purchase price allocations of acquisitions resulted in the recognition of goodwill. The primary factors contributing to goodwill are assembled workforces, synergies with existing operations and future growth prospects. For acquisitions completed during the year ended December 31, 2019, goodwill in the amount of $12,816 is deductible for income tax purposes (2018 - $379,486).

During the year ended December 31, 2018, the Company sold the Finland residential property management business acquired earlier in the same year. The disposed business had net assets of $17,713 mostly comprised of intangible assets and goodwill allocated from the acquisition of Finland and the sale resulted in a net gain of $98.

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 December 31, 2019 was $84,992 (see note 22). 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 balance sheet for the compensatory element of contingent consideration arrangements as at December 31, 2019 was $23,014. The estimated range of outcomes (undiscounted) for these contingent consideration arrangements is determined based on the formula price and the likelihood of achieving specified earnings levels over the contingency period, and ranges from $159,358 to a maximum of $187,480. These contingencies will expire during the period extending to March 2023. During the year ended December 31, 2019, $23,962 was paid with reference to such contingent consideration (2018 - $19,946).

The consideration for the acquisitions during the year ended December 31, 2019 was financed from borrowings on the Revolving Credit Facility and cash on hand.

The amounts of revenues and earnings contributed from the dates of acquisition and included in the Company’s consolidated results for the year ended December 31, 2019, and the supplemental pro forma revenues and earnings of the combined entity had the acquisition dates been January 1, 2018, are as follows:

	Revenues		Net earnings
Actual from acquired entities for 2019	$	75,288	$	1,479
Supplemental pro forma for 2019 (unaudited)		3,093,751		139,807
Supplemental pro forma for 2018 (unaudited)		3,049,050		144,877

Supplemental pro forma results were adjusted for non-recurring items.

4.	Real estate assets held for sale

In December 2019, the Company’s Investment Management segment acquired a controlling interest in a portfolio of real estate assets (the “Portfolio”) from an unrelated party. The acquisition was accounted for by the acquisition method of accounting for asset purchases that do not constitute the acquisition of a business. The Portfolio consists of land and buildings located in the United Kingdom and associated liabilities. The Portfolio was acquired in connection with the establishment of a new closed-end Investment Management fund (the “Fund”). The Company expects to sell the Portfolio to the Fund, without gain or loss, during 2020.

| *Page 21 of 44* |

| --- |

The Fund will be managed by the Company and as is customary for closed-end funds, the Company will have a limited partner equity interest of between 1% and 2%.

During 2019, the Portfolio generated $195 of net earnings which was included in Company’s consolidated net earnings. The following table summarizes the real estate assets and associated liabilities held for sale.

	2019
Real estate assets held for sale
Real estate assets held for sale - current	$	10,741
Real estate assets held for sale - non-current		247,376
Total real estate<br> assets held for sale	$	258,117
Liabilities related to real estate assets held for sale
Liabilities related to real estate assets held for sale - current	$	(36,191	)
Liabilities related to real estate assets held for sale<br> - non-current		(127,703	)
Total liabilities<br> related to real estate assets held for sale	$	(163,894	)
Total net real estate assets held for<br> sale	$	94,223
5.	Acquisition-related items
---	---

Acquisition-related expense comprises the following:

	2019		2018
Transaction costs	$	5,725	$	11,747
Contingent consideration fair value adjustments		10,849		1,675
Contingent consideration compensation expense		11,958		8,553
	$	28,532	$	21,975

Contingent consideration compensation expense and contingent consideration fair value adjustments relate to acquisitions made in the current year as well as the preceding four years.

6.	Other income, net
	2019			2018
---	---	---	---	---	---	---
(Gain) Loss on investments	$	(109	)	$	(168	)
Fair value adjustment on AR facility deferred purchase price		465			-
Equity earnings from non-consolidated investments		(2,065	)		(1,321	)
Other		(144	)		208
	$	(1,853	)	$	(1,281	)

| *Page 22 of 44* |

| --- | | 7. | Prepaid expenses and other assets | | --- | --- | | | | December 31, | | | --- | --- | --- | --- | | | | 2018 | | | Prepaid expenses | 42,826 | $ | 31,977 | | Advisor loans receivable | 18,448 | | 16,681 | | Investment in equity securities | 10,788 | | 6,936 | | Held-to-maturity debt securities | 1,862 | | 1,977 | | Deferred Purchase Price | 69,873 | | - | | Other | 1,374 | | 4,903 | | Prepaid and other assets (Current Assets) | 145,171 | $ | 62,474 | | Advisor loans receivable | 48,283 | $ | 46,661 | | Equity method investments | 5,926 | | 3,968 | | Investment in equity securities | 5,565 | | 3,800 | | Held-to-maturity debt securities | 4,189 | | 3,017 | | Financing fees, net of accumulated amortization of 3,632 (December 31, 2018 - 2,567) | 4,469 | | 4,230 | | Interest rate swap asset | - | | 926 | | Other | 1,078 | | 1,128 | | Other assets (Non-Current Assets) | 69,510 | $ | 63,730 |

All values are in US Dollars.

Held to maturity investments

Held-to-maturity debt securities include corporate bonds and are recorded at amortized cost. The amortized cost (carrying value) of these investments approximated fair value (primarily a Level 2 input). At December 31, 2019, all of these investments mature within 7 years.

Investments in equity securities

Investments in equity securities current include $3,887 (2018 - $1,441) recorded at fair value (see note 22). The remainder of current and non-current investments in equity securities are recorded at fair value following the net asset value practical expedient or recorded at cost less impairment adjusted for observable prices.

8.	Leases

The Company enters into premise leases and equipment leases as a lessee.

(a)	Premise leases

The Company leases office space where the remaining lease term ranges from less than one year to fifteen years. Leases generally include an initial contract term but some leases include an option to renew the lease for additional period at the end of this initial term. These renewal periods range in length up to a period equivalent to the initial term of the lease. All of the Company’s premise leases are classified as operating leases.

| *Page 23 of 44* |

| --- | | (b) | Equipment leases | | --- | --- |

The Company leases certain equipment in its operations, including furniture and equipment, computer equipment and vehicles. Equipment leases may consist of operating leases or finance leases based upon the assessment of the facts at the commencement date of the lease. The remaining lease terms for equipment leases range from one year to five years. Certain leases may have the option to extend the leases for a short period or to purchase the asset at the end of the lease term.

The components of lease expense were as follows:

	2019
Operating lease cost	$	77,394
Finance lease cost
Amortization of right-of-use assets		920
Interest on lease liabilities		19
Variable lease cost		26,030
Short term lease cost		4,712
Total lease expense	$	109,075
Sublease revenues		(3,124	)
Total lease cost, net of sublease revenues	$	105,951

Supplemental information related to leases was as follows:

	2019
Right-of-use assets obtained in exchange for lease obligations:
Operating leases recognized on transition to ASC 842	$	274,696
Operating leases commencing in 2019		36,945
Finance leases		400
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(79,764	)
Operating cash flows from finance leases		(19	)
Financing cash flows from finance leases		(874	)

Supplemental balance sheet information related to leases was as follows:

	As at December 31, <br><br>2019
Operating leases
Operating lease right-of-use assets	$	263,639
Operating lease liabilities - current	$	(69,866	)
Operating lease liabilities - non-current		(229,224	)
Total operating lease liabilities	$	(299,090	)
Finance leases
Fixed assets, gross	$	3,164
Accumulated depreciation		(2,320	)
Fixed assets, net	$	844
Long-term debt - current	$	(550	)
Long-term debt - non-current		(303	)
Total finance lease liabilities	$	(853	)

| *Page 24 of 44* |

| --- |

Maturities of lease liabilities were as follows:

	One <br>year		Two <br>years		Three <br>years		Four <br>years		Five <br>years		Thereafter		Total
Operating leases	$	78,135	$	65,448	$	53,403	$	42,234	$	32,652	$	56,669	$	328,541
Present value of operating lease liabilities														299,090
Difference between undiscounted cash flows and discounted cash flows													$	29,451
Finance leases	$	552	$	232	$	79	$	-	$	-	$	-	$	863
Present value of finance lease liabilities														853
Difference between undiscounted cash flows and discounted cash flows													$	10
	December 31
---	---	---	---
	2019
Weighted average remaining lease term
Operating leases (years)		5.5
Finance leases (years)		1.8
Weighted average discount rate
Operating leases		3.3	%
Finance leases		1.5	%

As of December 31, 2019, the Company has additional operating leases, primarily for premises, that have not yet commenced of $82,112. These operating leases will commence within the next three years and have lease terms ranging from one to fifteen years.

As previously disclosed in the audited consolidated financial statements for the year ended December 31, 2018 and in accordance with ASC 840, Leases, the minimum operating lease payments due in each of the next five years and thereafter are presented in the following table.

2019	$	86,376
2020		76,169
2021		62,171
2022		51,011
2023		38,103
Thereafter		97,631
	$	411,461

| *Page 25 of 44* |

| --- | | 9. | Fixed assets | | --- | --- | | December 31, 2019 | | | Accumulated | | | | | --- | --- | --- | --- | --- | --- | --- | | | Cost | | depreciation | | Net | | | Buildings | $ | 2,521 | $ | 1,178 | $ | 1,343 | | Vehicles | | 2,563 | | 1,628 | | 935 | | Furniture and equipment | | 66,338 | | 48,194 | | 18,144 | | Computer equipment and software | | 139,684 | | 101,532 | | 38,152 | | Leasehold improvements | | 96,102 | | 47,480 | | 48,622 | | | $ | 307,209 | $ | 200,012 | $ | 107,197 |

ROU assets - Finance leases are included in these balances.

December 31, 2018			Accumulated
	Cost		depreciation		Net
Buildings	$	2,548	$	1,042	$	1,506
Vehicles		2,173		1,297		876
Furniture and equipment		55,952		37,751		18,201
Computer equipment and software		114,136		82,120		32,016
Leasehold improvements		76,939		36,056		40,883
	$	251,748	$	158,265	$	93,483
10.	Intangible assets
---	---
December 31, 2019	Gross
---	---	---	---	---	---	---
	carrying		Accumulated
	amount		amortization		Net
Customer lists and relationships	$	310,856	$	115,987	$	194,869
Investment management contracts		270,600		36,434		234,166
Franchise rights		5,163		4,505		658
Trademarks and trade names:
Indefinite life		23,809		-		23,809
Finite life		12,435		2,398		10,037
Management contracts and other		16,088		9,306		6,782
Customer backlog		8,558		1,426		7,132
	$	647,510	$	170,056	$	477,454
	Gross
---	---	---	---	---	---	---
December 31, 2018	carrying		Accumulated
	amount		amortization		Net
Customer lists and relationships	$	290,667	$	95,011	$	195,656
Investment management contracts		270,600		12,145		258,455
Franchise rights		5,175		4,141		1,034
Trademarks and trade names:
Indefinite life		23,841		-		23,841
Finite life		12,851		2,853		9,998
Management contracts and other		16,533		7,907		8,626
Customer backlog		480		160		320
	$	620,147	$	122,217	$	497,930

| *Page 26 of 44* |

| --- |

During the year ended December 31, 2019, the Company acquired the following intangible assets:

			Estimated
			weighted
			average
			amortization
	Amount		period (years)
Customer lists and relationships	$	29,475		10.0
Trademarks and trade names - finite life		2,817		2.0
Customer backlog		10,168		1.3
Other		282		3.0
	$	42,742		7.4

The following is the estimated annual expense for amortization of the recorded intangible assets for each of the next five years ending December 31:

2020	$	63,611
2021		56,875
2022		53,574
2023		50,963
2024		43,482
11.	Goodwill
---	---
							Asia			Investment
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Americas			EMEA			Pacific			Management			Consolidated
Balance, December 31, 2017	$	190,578			201,179			49,666			13,707		$	455,130
Goodwill acquired during the year		18,014			79,364			1,954			366,350			465,682
Goodwill disposed during the year		-			(12,557	)		-			-			(12,557	)
Other items		44			-			-			-			44
Foreign exchange		(837	)		(14,234	)		(4,689	)		(645	)		(20,405	)
Balance, December 31, 2018		207,799			253,752			46,931			379,412			887,894
Goodwill acquired during the year		11,970			846			45,405			-			58,221
Other items		330			4,404			-			-			4,734
Foreign exchange		311			(1,669	)		(9	)		(261	)		(1,628	)
Balance, December 31, 2019		220,410			257,333			92,327			379,151			949,221
Goodwill		246,681			260,645			92,327			379,151			978,804
Accumulated impairment loss		(26,271	)		(3,312	)		-			-			(29,583	)
	$	220,410		$	257,333		$	92,327		$	379,151		$	949,221

A test for goodwill impairment is required to be completed annually, in the Company’s case as of August 1, or more frequently if events or changes in circumstances indicate the asset might be impaired. No goodwill impairments were recorded in 2019 or 2018. The accumulated impairment loss reflects a goodwill impairment incurred in 2009.

| *Page 27 of 44* |

| --- | | 12. | Long-term debt | | --- | --- | | | December 31, | | December 31, | | | --- | --- | --- | --- | --- | | | 2019 | | 2018 | | | Revolving Credit Facility | $ | 371,929 | $ | 430,167 | | Senior Notes | | 234,901 | | 239,577 | | Capital leases maturing at various dates through 2022 | | 854 | | 1,470 | | Other long-term debt maturing at various dates up to 2022 | | 3,720 | | 910 | | | | 611,404 | | 672,123 | | Less: current portion | | 4,223 | | 1,834 | | Long-term debt - non-current | $ | 607,181 | $ | 670,289 |

On April 4, 2019, the Company amended the existing credit agreement with a syndicate of banks to provide a multi-currency senior unsecured revolving credit facility (the “Revolving Credit Facility”) of $1,000,000. The Revolving Credit Facility has a 5-year term ending April 30, 2024 and bears interest at an applicable margin of 1.25% to 2.50% over floating reference rates, depending on financial leverage ratios. The weighted average interest rate for 2019 was 3.4% (2018 – 3.0%). The Revolving Credit Facility had $622,455 of available un-drawn credit as at December 31, 2019. As of December 31, 2019, letters of credit in the amount of $9,836 were outstanding ($7,624 as at December 31, 2018). The Revolving Credit Facility requires a commitment fee of 0.25% to 0.5% of the unused portion, depending on certain 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.

On May 17, 2018, the Company entered into a note purchase agreement with a group of institutional investors to issue €210,000 of senior unsecured notes with a fixed interest rate of 2.23% (the “Senior Notes”). The proceeds from the Senior Notes were received on May 30, 2018 and were used to repay indebtedness under the Facility. The Senior Notes have a 10-year term ending May 30, 2028.

The Revolving Credit Facility and the Senior Notes rank equally in terms of seniority and have similar financial covenants. The Company is required to maintain financial covenants including leverage and interest coverage. The Company was in compliance with these covenants as of December 31, 2019. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.

The effective interest rate on the Company’s long-term debt for the year ended December 31, 2019 was 3.8% (2018 – 3.3%). The estimated aggregate amount of principal repayments on long-term debt required in each of the next five years ending December 31 and thereafter to meet the retirement provisions are as follows:

2020	$	4,223
2021		227
2022		125
2023		-
2024 and thereafter		606,830
13.	AR Facility
---	---

On April 12, 2019, the Company established a structured accounts receivable facility (the “AR Facility”) with committed availability of $125,000 and an initial term of 364 days, unless extended or an earlier termination event occurs. 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 then sell 100% of the Receivables to a third-party financial institution (the “Purchaser”). Although the special purpose entities are wholly owned subsidiaries of the Company, they are separate legal entities with their own separate creditors who will be entitled, upon their liquidation, to be satisfied out of their assets prior to any assets or value in such special purpose entities becoming available to their equity holders and their assets are not available to pay other creditors of the Company. As of December 31, 2019, the Company had drawn $124,963 of the committed capacity, the proceeds of which were used to repay outstanding indebtedness under the Revolving Credit Facility.

| *Page 28 of 44* |

| --- |

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 and transfer of the Receivables to the Purchaser, the Receivables are legally isolated from the Company and its subsidiaries, and the Company sells, conveys, transfers and assigns to the Purchaser all its rights, title and interest in the Receivables. Receivables sold 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 impairment or increased obligation at each reporting date. As of December 31, 2019, 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. From inception, up to December 31, 2019, Receivables sold under the AR Facility were $996,110 and cash collections from customers on Receivables sold were $810,326, 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 December 31, 2019, the outstanding principal on trade accounts receivable, net of Allowance for Doubtful Accounts, sold under the AR Facility was $117,591; and the outstanding principal on contract assets, current and non-current, sold under the AR Facility was $78,407. See note 22 for fair value information on the DPP.

For the year ended December 31, 2019, the Company recognized a loss related to Receivables sold of $465 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 year ended December 31, 2019 were $97,972.

14.	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 fee arrangements and equity co-investments (typically 1%-2%).

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

	December 31, 2019		December 31, 2018
Investments in unconsolidated subsidiaries	$	1,981	$	-
Co-investment commitments		7,969		-
Maximum exposure to loss	$	9,950	$	-

| *Page 29 of 44* |

| --- | | 15. | 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:

				2018
	2019			(note 27)
Balance, January 1	$	343,361		$	145,489
RNCI share of earnings		24,558			20,491
RNCI redemption increment		7,853			7,709
Distributions paid to RNCI		(29,662	)		(16,396	)
(Purchase of) / Sale to interests from RNCI, net		(14,011	)		1,111
RNCI recognized on business acquisitions		27,051			184,957
Balance, December 31	$	359,150		$	343,361

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 December 31, 2019 was $333,064 (2018

• $316,012). 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 December 31, 2019, approximately 4,500,000 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.

16.	Capital stock

The authorized capital stock of the Company is as follows:

An unlimited number of Preferred Shares, issuable in series;

An unlimited number of Subordinate Voting Shares having one vote per share; and

An unlimited number of Multiple Voting Shares having 20 votes per share, convertible at any time into Subordinate Voting Shares at a rate of one Subordinate Voting Share for each Multiple Voting Share outstanding.

The following table provides a summary of total capital stock issued and outstanding:

	Subordinate Voting Shares				Multiple Voting Shares				Total Common Shares
	Number		Amount		Number		Amount		Number		Amount
Balance, December 31, 2018		37,887,442	$	415,432		1,325,694	$	373		39,213,136	$	415,805
Balance, December 31, 2019		38,519,517		441,780		1,325,694		373		39,845,211		442,153

During the year ended December 31, 2019, the Company declared dividends on its Common Shares of $0.10 per share (2018 - $0.10).

Pursuant to an agreement approved in February 2004 and restated on June 1, 2015 (the “Long Term Arrangement”), the Company agreed that it will make payments to Jay S. Hennick, its Chairman & Chief Executive Officer (“CEO”), that are contingent upon the arm’s length acquisition of control of the Company or upon a distribution of the Company’s assets to shareholders. The payment amounts will be determined with reference to the price per Subordinate Voting Share received by shareholders upon an arm’s length sale or upon a distribution of assets. The right to receive the payments may be transferred among members of the Chairman & CEO’s family, their holding companies and trusts. The agreement provides for the Chairman & CEO to receive each of the following two payments. The first payment is an amount equal to 5% of the product of: (i) the total number of Subordinate and Multiple Voting Shares outstanding on a fully diluted basis at the time of the sale and (ii) the per share consideration received by holders of Subordinate and Multiple Voting Shares minus a base price of C$3.324. The second payment is an amount equal to 5% of the product of (i) the total number of shares outstanding on a fully diluted basis at the time of the sale and (ii) the per share consideration received by holders of Subordinate Voting Shares minus a base price of C$6.472. Assuming an arm’s length acquisition of control of the Company took place on December 31, 2019, the amount required to be paid to the Chairman & CEO, based on a market price of C$101.10 per Subordinate Voting Share, would be US$310,579.

| *Page 30 of 44* |

| --- | | 17. | 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, other than its Chairman & CEO who has a Long Term Arrangement as described in note 12. 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 December 31, 2019, there were 885,250 options available for future grants.

Grants under the Company’s stock option plan are equity-classified awards. Stock option activity for the years ended December 31, 2019 and 2018 was as follows:

						Weighted average
				Weighted		remaining
	Number of			average		contractual life		Aggregate
	options			exercise price		(years)		intrinsic value
Shares issuable under options - December 31, 2017		1,753,275		$	36.03
Granted		470,000			67.32
Exercised		(278,975	)		26.60
Forfeited		(46,875	)		39.66
Shares issuable under options - December 31, 2018		1,897,425		$	45.08
Granted		960,000			70.99
Exercised		(632,075	)		34.71
Forfeited		(223,750	)		61.41
Shares issuable under options - December 31, 2019		2,001,600		$	58.96		3.2	$	38,054
Options exercisable - End of year		645,975		$	47.48		2.0	$	19,695

The Company incurred stock-based compensation expense related to these awards of $7,831 during the year ended December 31, 2019 (2018 - $6,394).

As at December 31, 2019, the range of option exercise prices was $31.62 to $74.71 per share. Also as at December 31, 2019, the aggregate intrinsic value and weighted average remaining contractual life for in-the-money options vested and expected to vest were $38,054 and 3.2 years, respectively.

| *Page 31 of 44* |

| --- |

The following table summarizes information about option exercises during years ended December 31, 2019 and 2018:

	2019		2018
Number of options exercised		632,075		278,975
Aggregate fair value	$	43,873	$	17,823
Intrinsic value		21,934		10,403
Amount of cash received		21,939		7,420
Tax benefit recognized	$	1,322	$	73

As at December 31, 2019, there was $13,844 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next four years. During the year ended December 31, 2019, the fair value of options vested was $6,727 (2018 - $4,427).

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, utilizing the following weighted average assumptions:

	2019			2018
Risk free rate		2.1	%		2.2	%
Expected life in years		4.75			4.75
Expected volatility		28.8	%		29.7	%
Dividend yield		0.1	%		0.1	%
Weighted average fair value per option granted	$	19.87		$	19.41

The risk-free interest rate is based on the implied yield of a zero-coupon US Treasury bond with a term equal to the option’s expected term. The expected life in years represents the estimated period of time until exercise and is based on historical experience. The expected volatility is based on the historical prices of the Company’s shares over the previous four years.

18.	Income tax

The following is a reconciliation stated as a percentage of pre-tax income of the Ontario, Canada combined statutory corporate income tax rate to the Company’s effective tax rate:

	2019			2018
Combined statutory rate		26.5	%		26.5	%
Nondeductible expenses		3.0			2.5
Tax effect of flow through entities		(2.0	)		(1.4	)
Impact of changes in foreign exchange rates		(0.1	)		0.2
Adjustments to tax liabilities for prior periods		(0.1	)		0.2
Effect of changes in enacted tax rate in other jurisdictions		0.3			(0.7	)
Changes in liability for unrecognized tax benefits		-			(0.3	)
Stock-based compensation		0.3			0.9
Foreign, state, and provincial tax rate differential		(1.5	)		(0.2	)
Change in valuation allowance		(0.4	)		(0.1	)
Contingent acquisition consideration		1.4			1.2
Other		0.4			0.5
Effective income tax rate		27.8	%		29.3	%

| *Page 32 of 44* |

| --- |

Earnings before income tax by jurisdiction comprise the following:

	2019		2018
Canada	$	10,876	$	21,627
United States		49,884		40,097
Foreign		129,838		120,110
Total	$	190,598	$	181,834

Income tax expense (recovery) comprises the following:

	2019			2018
Current
Canada	$	2,939		$	5,134
United States		15,029			1,768
Foreign		41,745			40,221
		59,713			47,123
Deferred
Canada		238			1,689
United States		(520	)		10,732
Foreign		(6,418	)		(6,284	)
		(6,700	)		6,137
Total	$	53,013		$	53,260

The significant components of deferred income tax are as follows:

	2019			2018
Loss carry-forwards and other credits	$	18,969		$	19,056
Expenses not currently deductible		28,446			31,508
Revenue not currently taxable		(6,212	)		(8,416	)
Stock-based compensation		386			157
Investments		7,870			10,628
Provision for doubtful accounts		4,585			4,871
Financing fees		(330	)		(83	)
Net unrealized foreign exchange losses		68			126
Depreciation and amortization		(44,577	)		(42,257	)
Operating leases		7,998			-
Less: valuation allowance		(7,801	)		(8,945	)
Net deferred income tax asset	$	9,402		$	6,645

As at December 31, 2019, the Company believes that it is more likely than not that the net deferred tax assets of $9,402 will be realized based upon future income, consideration of net operating loss (“NOL”) limitations, earnings trends, and tax planning strategies. The amount of deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future income are reduced.

The Company has pre-tax NOL carry-forward balances as follows:

	Pre-tax loss carry forward				Pre-tax losses not recognized				Pre-tax losses recognized
	2019		2018		2019		2018		2019		2018
Canada	$	16,525	$	16,249	$	24	$	27	$	16,501	$	16,222
United States		3,144		1,315		922		921		2,222		394
Foreign		40,006		39,147		21,476		27,363		18,530		11,784

| *Page 33 of 44* |

| --- |

The Company has pre-tax capital loss carry-forwards as follows:

	Pre-tax loss carry forward				Pre-tax losses not recognized				Pre-tax losses recognized
	2019		2018		2019		2018		2019		2018
Canada	$	1,864	$	2,208	$	1,758	$	1,869	$	106	$	339
United States		1,698		1,698		1,698		1,698		-		-
Foreign		6,271		6,285		6,271		6,285		-		-

These amounts above are available to reduce future, federal, state, and provincial income taxes in their respective jurisdictions. NOL carry-forward balances attributable to Canada begin to expire in 2033. NOL carry-forward balances attributable to the United States begin to expire in 2028. Foreign NOL carry-forward balances begin to expire in 2020. The utilization of NOLs may be subject to certain limitations under federal, provincial, state or foreign tax laws.

Cumulative unremitted foreign earnings of the US subsidiaries is nil (2018 - nil). Cumulative unremitted foreign earnings of international subsidiaries of the Company approximated $107,323 as at December 31, 2019 (2018 - $89,461). The Company has not provided a deferred tax liability on the unremitted foreign earnings as it is management’s intent to permanently reinvest such earnings outside of Canada. In addition, any repatriation of such earnings would not be subject to significant Canadian or foreign taxes.

A reconciliation of the beginning and ending amounts of the liability for unrecognized tax benefits is as follows:

	2019			2018
Balance, January 1	$	1,460		$	1,858
Gross increases for tax positions of prior periods		71			6
Amount recognized on acquisitions		-			289
Reduction for lapses in applicable statutes of limitations		(129	)		(560	)
Foreign currency translation		66			(133	)
Balance, December 31	$	1,468		$	1,460

Of the $1,468 (2018 - $1,460) in gross unrecognized tax benefits, $1,468 (2018 - $1,460) would affect the Company’s effective tax rate if recognized. For the year-ended December 31, 2019, additional interest and penalties of $72 related to uncertain tax positions was accrued (2018 - $6; 2017 - $18). The Company reversed $80 of accrued interest and penalties related to positions lapsed in applicable statute of limitations in 2019 (2018 - $173; 2017 - $155). As at December 31, 2019, the Company had accrued $182 (2018 - $190) for potential income tax related interest and penalties.

Within the next twelve months, the Company believes it is reasonably possible that $86 of unrecognized tax benefits associated with uncertain tax positions may be reduced due to lapses in statutes of limitations.

The Company files tax returns in Canada, United States and multiple foreign jurisdictions. The number of years with open tax audits varies depending on the tax jurisdiction. Generally, income tax returns filed with the Canada Revenue Agency and related provinces are open for four to seven years and income tax returns filed with the United States Internal Revenue Service and related states are open for three to five years. Tax returns in the significant foreign jurisdictions that the company conducts business in are generally open for four years.

The Company does not currently expect any other material impact on earnings to result from the resolution of matters related to open taxation years, other than noted above. Actual settlements may differ from the amounts accrued. The Company has, as part of its analysis, made its current estimates based on facts and circumstances known to date and cannot predict changes in facts and circumstances that may affect its current estimates.

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| *Page 34 of 44* |

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19.	Pension plan

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The Company has a defined benefit pension plan (the “Plan”), which was assumed in connection with a business acquired during 2016. The Plan covers eligible employees in the Netherlands and provides old age, survivor, orphan and disability benefits. Effective December 31, 2016, enrollment in the Plan was frozen and no additional employees are entitled to join the Plan.

The Plan is covered by an insurance contract which limits the Company’s exposure to returns below a fixed discount rate. Effective August 31, 2019, the Company amended its insurance contract reducing its exposure to gains and losses as related to the fair value of the Plan assets and the projected benefit obligations under the Plan. The amendment constitutes a settlement under ASC 715 and the fair value of the Plan assets, and the projected benefit obligation should no longer include the value of the insurance contracts. The Company recognized a settlement gain to net earnings associated with proportionate part of the unrecognized actuarial earnings previously included in accumulated other comprehensive income. The settlement values reducing Plan assets and projected benefit obligations along with the calculation of the settlement gains use values based upon assumptions on July 31, 2019.

The following table details the net periodic pension cost of the Plan:

	2019			2018
Gross employer service cost	$	766		$	1,237
Plan participant contributions		(185	)		(246	)
Interest cost on service cost		15			22
Employer's service cost		596			1,013
Interest cost		424			744
Expected net return on plan assets		(395	)		(689	)
Other costs		113			171
Settlement gain		(1,302	)		-
Total employer's pension expense	$	(564	)	$	1,239

| *Page 35 of 44* |

| --- |

The following tables provide reconciliations of projected benefit obligations and plan assets (the net of which represent the Company’s funded status), as well as the funded status, of the Plan.

Change in benefit obligation:	2019			2018
Projected benefit obligation - January 1	$	38,974		$	42,368
Current service cost		596			1,013
Plan participant / third party contributions		185			246
Interest cost		424			744
Benefits paid		(371	)		(601	)
Individual settlements		(35	)		84
Settlement due to amendment of contract		(45,388	)		-
Settled benefits due to the purchase of annuity contracts		(319	)		-
Foreign exchange		(1,177	)		(2,038	)
Expected projected benefit obligation, December 31		(7,111	)		41,816
Actuarial loss / (gain), net of foreign exchange		8,924			(2,842	)
Projected benefit obligation - December 31	$	1,813		$	38,974
Change in plan assets:	2019			2018
---	---	---	---	---	---	---
Fair value of plan assets - January 1	$	37,177		$	38,813
Expected net return on plan assets		395			689
Contributions
Employer		321			634
Plan participants		185			246
Benefits paid		(371	)		(601	)
Individual settlements		(35	)		84
Settlement due to amendment of contract		(45,388	)		-
Settled benefits due to the purchase of annuity contracts		(319	)		-
Other costs		(113	)		(171	)
Foreign exchange		(1,142	)		(1,853	)
Expected fair value of plan assets - December 31		(9,290	)		37,841
Actuarial (gain)/loss, net of foreign exchange		9,300			(664	)
Fair value of plan assets - December 31	$	10		$	37,177

Defined benefit pension plan amounts recorded in the consolidated balance sheet are shown in the table below:

	December 31,			December  31,
	2019			2018
Present value of accumulated benefit obligation	$	(701	)	$	(37,925	)
Effect of future compensation increases		(1,113	)		(1,049	)
Present value of projected benefit obligation		(1,813	)		(38,974	)
Fair value of plan assets		10			37,177
Net liability for pension benefits	$	(1,803	)	$	(1,797	)

The following table details the amount recognized in other comprehensive income:

	2019			2018
Actuarial gain on remeasurement of projected benefit obligation	$	8,902		$	(2,931	)
Actuarial (gain)/loss on remeasurement of fair value of assets		(9,277	)		685
Settlement due to amendment of insurance contract		1,302			-
Total gain recognized in other comprehensive income	$	927		$	(2,246	)

| *Page 36 of 44* |

| --- |

The assumptions used in developing the projected benefit obligation are as follows:

	December 31, 2019			July 31, 2019			December 31, 2018
Discount rate used in determining present values		1.0	%		0.9	%		1.9	%
Annual increase in future compensation levels		1.7	%		1.7	%		1.8	%

The assumptions used in determining net periodic cost are as follows:

	December 31, 2019			July 31, 2019			December 31, 2018
Discount rate used in determining present values		1.0	%		0.9	%		1.9	%
Annual increase in future compensation levels		1.7	%		1.7	%		1.8	%
Expected long-term rate of return on assets		1.0	%		N/A			1.9	%

The discount rate assumption used for the Plan was derived from the expected yield of Euro-denominated “AA” rated corporate bonds with durations consistent with the liabilities of the Plan.

The expected long-term rate of return on assets is based on the current level of return expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation. The expected return for each asset class is weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio.

For the year ended December 31, 2019 the actual return on assets was $9,673 (2018 - $4) composed of an expected return on assets of $395 (2018 - $689) and an actuarial gain of $9,277 (2018 loss – $685). For the purpose of the return on assets, the settlement value was determined using the assumptions at the start of the year.

As a result of the settlement, the insurance benefits have been removed from the plan assets and the fair value of Plan assets total $10 as at December 31, 2019. The Plan assets are reported at fair value and are all classified as Level 2 assets under the fair value hierarchy. Following the settlement expected pension benefit payments over the next 10 years are nil.

20.	Net earnings per common share

The following table reconciles the denominator used to calculate earnings per common share:

	2019		2018
Shares issued and outstanding at beginning of period		39,213,136		38,934,161
Weighted average number of shares: Issued during the period		336,426		221,293
Weighted average number of shares used in computing basic earnings per share		39,549,562		39,155,454
Assumed exercise of stock options acquired under the Treasury Stock Method		431,456		639,161
Number of shares used in computing diluted earnings per share		39,981,018		39,794,615

| *Page 37 of 44* |

| --- | | 21. | Other supplemental information | | --- | --- | | | 2019 | | | 2018 | | | | --- | --- | --- | --- | --- | --- | --- | | Cash payments made during the year | | | | | | | | Income tax, net of refunds | $ | 73,031 | | $ | 42,153 | | | Interest | | 27,685 | | | 20,404 | | | Non-cash financing activities | | | | | | | | Increases (Decreases) in capital lease obligations | $ | (616 | ) | $ | (522 | ) | | Dividends declared but not paid | | 1,992 | | | 1,961 | | | Other expenses | | | | | | | | Rent expense | $ | 76,893 | | $ | 74,183 | | | 22. | Financial instruments | | --- | --- |

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Concentration of credit risk

The Company is subject to credit risk with respect to its cash and cash equivalents, accounts receivable, unbilled revenues, other receivables and advisor loans receivable. Concentrations of credit risk with respect to cash and cash equivalents are limited by the use of multiple large and reputable banks. Concentrations of credit risk with respect to receivables are limited due to the large number of entities comprising the Company’s customer base and their dispersion across different service lines in various countries.

Foreign currency risk

Foreign currency risk is related to the portion of the Company’s business transactions denominated in currencies other than US dollars. A significant portion of revenue is generated by the Company’s Canadian, Australian, UK and Euro currency operations. The Company’s head office expenses are incurred primarily in Canadian dollars which are hedged by Canadian dollar denominated revenue.

Fluctuations in foreign currencies impact the amount of total assets and liabilities that are reported for foreign subsidiaries upon the translation of these amounts into US dollars. In particular, the amount of cash, working capital, goodwill and intangibles held by these subsidiaries is subject to translation variance caused by changes in foreign currency exchange rates as of the end of each respective reporting period (the offset to which is recorded to accumulated other comprehensive income on the consolidated balance sheets).

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Interest rate risk

The Company utilizes an interest rate risk management strategy that may use interest rate hedging contracts from time to time. The Company’s specific goals are to: (i) manage interest rate sensitivity by modifying the characteristics of its debt and (ii) lower the long-term cost of its borrowed funds.

In April 2017, the Company entered into interest rate swap agreements to convert the LIBOR floating interest rate on $100,000 of US dollar denominated debt into a fixed interest rate of 1.897% plus the applicable margin. The swaps have a maturity of January 18, 2022. The swaps are being accounted for as cash flow hedges and are measured at fair value on the balance sheet. Gains or losses on the swaps, which are determined to be effective as hedges, are reported in other comprehensive income.

In December 2018, the Company entered into additional interest rate swap agreements to convert the LIBOR floating interest rate on $100,000 of US dollar denominated debt into a fixed interest rate of 2.7205% plus the applicable margin. The swaps have a maturity of April 30, 2023. The swaps are being accounted for as cash flow hedges and are measured at fair value on the balance sheet. Gains or losses on the swaps, which are determined to be effective as hedges, are reported in other comprehensive income.

| *Page 38 of 44* |

| --- |

Fair values of financialinstruments

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2019:

	Carrying value at		Fair value measurements
	December 31, 2019		Level 1		Level 2		Level 3
Assets
Deferred Purchase Price on AR Facility	$	69,873	$	-	$	-	$	69,873
Investments in equity securities	$	3,887	$	3,887	$	-	$	-
Liabilities
Contingent consideration liability	$	84,992	$	-	$	-	$	84,992
Interest rate swap liability		4,615		-		4,615		-

There were no significant non-recurring fair value measurements recorded during the year ended December 31, 2019 or 2018.

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 3.8% to 8.5%, with a weighted average of 5.6%). The wide range of discount rates is attributable to 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. Within the range of discount rates, there is data point concentration at the 3.8% and 8.2% levels. A 2% increase in the weighted average discount rate would reduce the fair value of contingent consideration by $2,800. Changes in the fair value of the contingent consideration liability comprises the following:

	2019			2018
Balance, January 1	$	93,865		$	50,300
Amounts recognized on acquisitions		-			61,525
Fair value adjustments (note 5)		10,849			1,675
Resolved and settled in cash		(19,665	)		(18,757	)
Other		(58	)		(877	)
Balance, December 31	$	84,993		$	93,865
Less: current portion	$	16,813		$	17,122
Non-current portion	$	68,180		$	76,743

The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values due to the short maturity of these instruments, unless otherwise indicated. The carrying value of the pension liability is presented as the projected benefit obligation net of the fair value of the plan assets (note 19). The inputs to the measurement of the fair value of non-current receivables, advisor loans and long-term debt are Level 3 inputs. The following are estimates of the fair values for other financial instruments:

	2019				2018
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Other receivables	$	16,678	$	16,678	$	12,088	$	12,088
Advisor loans receivable (non-current)		48,283		48,283		46,661		46,661
Long-term debt (non-current)		372,281		372,281		430,712		430,712
Senior Notes		234,901		254,858		239,577		268,838

| *Page 39 of 44* |

| --- |

Other receivables include notes receivable from non-controlling interests and non-current income tax recoverable.

23.	Commitments and contingencies

(a)  Purchase commitments

Minimum contractual purchase commitments are as follows:

Year ended December 31
2020	$	182,684
2021		8,126
2022		1,179
2023		-
2024		-
	$	191,989

In December 2019, the Company entered into an agreement to acquire a controlling interest in four subsidiaries of Dougherty Financial Group LLC – Dougherty Mortgage LLC, Dougherty & Company LLC, Dougherty Funding LLC and Dougherty Insurance Agency LLC. It’s expected that the acquisition will be accounted for using the acquisition method of accounting for business combinations. The transaction is expected to close within the first half of 2020. This commitment is included in the above table.

(b) Contingencies

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 set aside, will not have a material impact on the Company’s financial condition or the results of operations.

24.	Related party transactions

The Company has entered into office space rental arrangements, outsourcing and advisory contracts with minority shareholders of certain subsidiaries. The business purpose of the transactions is to rent office space for the Company and to generate outsourcing and advisory revenues for the Company. The recorded amount of the rent expense for the year ended December 31, 2019 was $496 (2018 - $420). The recorded amount of the outsourcing and advisory revenues for year ended December 31, 2019 was $3,509 (2018 - $585). These amounts are settled regularly in cash and are priced at market rates. The rental arrangements have fixed terms of up to 10 years. The outsourcing and advisory contracts have terms of up to three years.

As at December 31, 2019, the Company had $3,430 of loans receivable from non-controlling shareholders (December 31, 2018 - $6,465). The majority of the loans receivable represent amounts assumed in connection with acquisitions and amounts issued to non-controlling interests 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 4.0%. These loans are due on demand or mature on various dates up to 2026, but are open for repayment without penalty at any time.

| *Page 40 of 44* |

| --- |

---

25.	Revenue from contracts with customers

Disaggregated revenue

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

OPERATING SEGMENT REVENUES

					Asia		Investment
	Americas		EMEA		Pacific		Management		Corporate		Consolidated
2019
Lease brokerage	$	691,149	$	139,141	$	115,916	$	-	$	193	$	946,399
Sales brokerage		424,703		192,673		158,533		-		-		775,909
Property management		263,126		75,751		143,037		-		-		481,914
Valuation and advisory		167,919		109,517		69,028		-		-		346,464
Project management		124,991		113,792		44,146		-		-		282,929
IM - Advisory		-		-		-		152,479		-		152,479
IM - Incentive Fees		-		-		-		19,162		-		19,162
IM - Transaction and Other		-		-		-		2,947		-		2,947
Other		18,619		5,592		11,949		-		1,448		37,608
Total Revenue	$	1,690,507	$	636,466	$	542,609	$	174,588	$	1,641	$	3,045,811
2018
Lease brokerage	$	648,815	$	139,685	$	115,447	$	-	$	-	$	903,947
Sales brokerage		441,934		168,796		170,154		-		-		780,884
Property management		228,550		84,861		135,921		-		-		449,332
Valuation and advisory		148,721		112,180		62,133		-		-		323,034
Project management		109,699		107,149		32,230		-		-		249,078
IM - Advisory		-		-		-		68,648		-		68,648
IM - Incentive Fees		-		-		-		6,330		-		6,330
IM - Transaction and Other		-		-		-		1,043		-		1,043
Other		18,465		10,567		12,475		-		1,624		43,131
Total Revenue	$	1,596,184	$	623,238	$	528,360	$	76,021	$	1,624	$	2,825,427

Contract balances

The Company had contract assets totaling $48,934 of which $42,772 was current (2018 - $110,432 of which $99,468 was current). During the year ended December 31, 2019, substantially all of the current contract assets were moved to accounts receivable or sold under the AR Facility (Note 13).

The Company had contract liabilities (all current) totaling $24,133 (2018 - $28,773). Revenue recognized for the year ended December 31, 2019 totaled $26,568 (2018 - $17,916) that was included in the contract liability balance at the beginning of the year.

Certain constrained brokerage fees, outsourcing and advisory fees and investment management fees may arise from services that began in a prior reporting period. Consequently, a portion of the fees the Company recognizes in the current period may be partially related to the services performed in prior periods. In particular, generally less than 5% of brokerage revenue recognized in a period had previously been constrained and substantially all investment management incentive fees, including carried interest, recognized in the period were previously constrained.

| *Page 41 of 44* |

| --- | | 26. | Segmented information | | --- | --- |

Operating segments

Colliers identified four reportable operating segments. Three segments are grouped geographically into Americas, Asia Pacific and EMEA. The Investment Management segment includes Harrison Street and the Company’s pre-existing European investment management business which was reported in EMEA prior to the acquisition of Harrison Street in July 2018. 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 costs of global administrative functions and the corporate head office

Included in segment total assets at December 31, 2019 are investments in subsidiaries accounted for under the equity method or cost method: Americas $3,823 (2018 - $4,311), EMEA $1,900 (2018 - $1,820), Asia Pacific $7 (2018 - $7), Investment Management $2,607 (2018 - $430) and Corporate $3,155 (2018 - $1,200). The reportable segment information excludes intersegment transactions.

Total assets as at December 31, 2019 includes $258,117 of real estate assets held for sale from the Investment Management segment (See note 4).

2019					Asia		Investment
	Americas		EMEA		Pacific		Management		Corporate			Consolidated
Revenues	$	1,690,507	$	636,466	$	542,609	$	174,588	$	1,641		$	3,045,811
Depreciation and amortization		34,113		22,489		7,969		26,504		3,589			94,664
Operating earnings (loss)		103,731		48,510		67,062		35,048		(36,154	)		218,197
Other income, net													1,853
Interest expense, net													(29,452	)
Income tax expense													(53,013	)
Net earnings												$	137,585
Total assets	$	917,997	$	672,691	$	388,606	$	953,567	$	(40,147	)	$	2,892,714
Total additions to long-lived assets		47,132		12,656		79,904		1,829		4,961			146,482
2018					Asia		Investment
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Americas		EMEA		Pacific		Management		Corporate			Consolidated
Revenues	$	1,596,184	$	623,238	$	528,360	$	76,021	$	1,624		$	2,825,427
Depreciation and<br> amortization		30,391		25,435		6,320		13,791		2,793			78,730
Operating earnings (loss)		105,490		53,862		66,240		12,326		(36,520	)		201,398
Other income, net													1,281
Interest expense, net													(20,845	)
Income tax expense													(53,260	)
Net earnings												$	128,574
Total assets	$	846,919	$	602,964	$	228,490	$	693,040	$	(13,833	)	$	2,357,580
Total additions to<br> long-lived assets		61,814		161,823		10,669		649,898		3,743			887,947

| *Page 42 of 44* |

| --- |

Geographic information

Revenues in each geographic region are reported by customer locations.

GEOGRAPHIC INFORMATION
	2019		2018
United States
Revenues	$	1,429,650	$	1,243,019
Total long-lived assets
Long-lived assets excluding operating lease right-of-use assets		934,622		943,164
Operating lease right-of-use assets		122,921		-
Canada
Revenues	$	356,634	$	358,035
Total long-lived assets
Long-lived assets excluding operating lease right-of-use assets		66,234		65,781
Operating lease right-of-use assets		22,355		-
Euro currency countries
Revenues	$	356,171	$	360,115
Total long-lived assets
Long-lived assets excluding operating lease right-of-use assets		256,194		265,867
Operating lease right-of-use assets		37,479		-
Australia
Revenues	$	235,469	$	238,537
Total long-lived assets
Long-lived assets excluding operating lease right-of-use assets		47,734		47,886
Operating lease right-of-use assets		37,235		-
United Kingdom
Revenues	$	170,302	$	172,820
Total long-lived assets
Long-lived assets excluding operating lease right-of-use assets		70,704		68,732
Operating lease right-of-use assets		15,294		-
Other
Revenues	$	497,585	$	452,901
Total long-lived assets
Long-lived assets excluding operating lease right-of-use assets		158,384		87,877
Operating lease right-of-use assets		28,355		-
Consolidated
Revenues	$	3,045,811	$	2,825,427
Total long-lived assets
Long-lived assets excluding operating lease right-of-use assets		1,533,872		1,479,307
Operating lease right-of-use assets		263,639		-
27.	Impact of recently issued accounting standards
---	---

Recently adopted accounting guidance

Leases

The Financial Accounting Standards Board (“FASB”) has issued two Accounting Standards Updates (“ASU”) related to leases (collectively, “ASC 842”). In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU affects all aspects of lease accounting and has a significant impact to lessees as it requires the recognition of a right-of use asset and a lease liability for virtually all leases including operating leases. In addition to balance sheet recognition, additional quantitative and qualitative disclosures is required.

| *Page 43 of 44* |

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In July 2018, the FASB issued ASU No. 2018-11, CodificationImprovements to Topic 842, Leases. This ASU affects narrow aspects of the guidance issued in ASU 2016-02 providing an additional (and optional) alternative transition method to adopt the new leases standard. Under this transition method, an entity initially applies ASC 842 at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

The Company has adopted ASC 842 effective January 1, 2019, with the election of the new optional transition method offered under ASU 2018-11 to apply the new lease standard at the adoption date without restating comparative figures. Therefore, the comparative information has not been restated and continues to be reported under previous GAAP. In transitioning to ASC 842, the Company has also elected to apply the practical expedient package which permits the Company to (i) not reassess whether expired or existing contracts are or contain leases, (ii) not reassess the lease classification between operating and finance leases for any expired or existing leases and (iii) not reassess initial direct costs for any existing leases.

The most significant impact is the increase in operating lease right-of-use assets and operating lease liabilities. A summary of the adjustments to the Company’s consolidated balance sheet as at adoption on January 1, 2019 were as follows:

	December 31, 2018		ASC 842 adjustment			January 1, 2019
Balance sheet
Accounts receivable, net of allowance	$	455,232	$	1,174		$	456,406
Prepaid expenses and other current assets		62,474		(1,477	)		60,997
Operating lease right-of-use assets		-		274,696			274,696
Accounts payable and accrued expenses		251,375		(6,177	)		245,198
Operating lease liabilities (current)				59,831			59,831
Deferred rent		27,137		(27,137	)		-
Operating lease liabilities (non-current)		-		247,876			247,876

Related balance sheet ratios were also impacted; however, covenant ratio calculations under the Company’s Revolving Credit Facility and Senior Notes were not impacted, as the underlying debt agreements contain provisions that nullify the impact of changes in accounting standards. See notes 2 and 8s for further details on leases.

Hedging activities

In August 2017, the FASB issued ASU No. 2017-12, Derivativesand Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which increases the scope of hedge accounting for both financial and nonfinancial strategies. The Company adopted the new standard effective January 1, 2019 with no material impact on the Financial Statements. The Company’s interest rate swaps are accounted for as cash flow hedges, are deemed to be effective as hedges and are reported in other comprehensive income.

Tax effects from Accumulated Other Comprehensive Income

In February 2018, the FASB issued ASU No. 2018-02, IncomeStatement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other ComprehensiveIncome. This ASU provides an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the US federal corporate income tax rate (or portion thereof) is recorded. The Company adopted the new standard effective January 1, 2019 with no material impact on the Financial Statements.

| *Page 44 of 44* |

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Recently issued accounting guidance, not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, FinancialInstruments – Credit Losses. This ASU creates a new framework to evaluate financial instruments, such as trade receivables, for expected credit losses. This new framework replaces the existing incurred loss approach and is expected to result in more timely recognition of credit losses. The standard is effective for annual and interim periods beginning after December 15, 2019. The Company has identified the financial assets within the scope of this ASU. Although the adoption is not expected to have a material impact on the financial statements, it is expected to impact the Company’s methodology of reserving for Accounts receivable and other receivable-related financial assets, including contract assets.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles– Goodwill and Other: Simplifying the Accounting for Goodwill Impairment to remove Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under this guidance, a goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard is effective for annual and interim periods beginning after December 15, 2019. The Company will adopt the ASU for the year beginning January 1, 2020. Adoption of the ASU will simplify the goodwill impairment testing process for the Company.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). This ASU aligns the capitalizing of implementation costs incurred in relation to a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. It also requires these capitalized costs to be expensed over the term of the hosting arrangement and to the same line as the hosting arrangement. The standard is effective for annual and interim periods beginning after December 15, 2019 but where early adoption is permitted. As this ASU clarifies the previously existing ambiguity related to capitalization, it was determined that the guidance under the ASU is consistent with the Company’s existing capitalization process for development costs as relate to hosting arrangements and will not have any impact on the financial statements.

Exhibit 3

COLLIERS INTERNATIONAL GROUP INC.

Management’s discussion and analysis for the year ended December 31, 2019

(in US dollars)

February 19, 2020

The following management’s discussion and analysis (“MD&A”)should be read together with the audited consolidated financial statements and the accompanying notes (the “ConsolidatedFinancial Statements”) of Colliers International Group Inc. (“we,” “us,” “our,” the “Company”or “Colliers”) for the year ended December 31, 2019. The Consolidated Financial Statements have been prepared in accordancewith generally accepted accounting principles in the United States (“GAAP”). All financial information herein is presentedin United States dollars.

The Company has prepared this MD&A with reference to NationalInstrument 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 withthe disclosure requirements of Canada, which requirements are different from those of the United States. This MD&A providesinformation for the year ended December 31, 2019 and up to and including February 19, 2020.

Additional information about the Company, including the Company’scurrent Annual Information Form, which is included in the Company’s Annual Report on Form 40-F, can be found on SEDAR atwww.sedar.com and on EDGAR at www.sec.gov.

This MD&A includes references to “adjusted EBITDA”and “adjusted EPS”, which are financial measures that are not calculated in accordance with GAAP. For a reconciliationof these non-GAAP measures to the most directly comparable GAAP financial measures, see “Reconciliation of non-GAAP financialmeasures”.

Consolidated review

Our consolidated revenues for the year ended December 31, 2019 were $3.05 billion, an increase of 8% over the prior year (10% in local currency), attributable to a combination of acquisitions and internal growth across our operating segments. Diluted net earnings per common share for 2019 were $2.57, up 5% from $2.45 in the prior year with the increase attributable to revenue growth and improved margin performance. Adjusted earnings per share, which excludes the non-controlling interest redemption increment and amortization of intangible assets (see “Reconciliation of non-GAAP financial measures” below) for 2019 were $4.67 for the year, up 14% from $4.09 in the prior year. Adjusted earnings per share and GAAP net earnings per share for the year ended December 31, 2019 would have been approximately $0.11 higher excluding the impact of changes in foreign exchange rate.

During 2019, we acquired a majority interest in a commercial real estate services firm operation in central and southeast Virginia as well as in Synergy Property Development Services, a project management firm in India. In addition, we completed acquisitions of Colliers International affiliates in Charlotte, North Carolina and Sweden. The total cash consideration for these acquisitions, net of cash acquired, was $80.6 million. We also acquired net non-controlling interests valued at $13.1 million.

In December 2019, we entered into an agreement to acquire a controlling interest in four subsidiaries of Dougherty Financial Group LLC - Dougherty Mortgage LLC, Dougherty & Company LLC, Dougherty Funding LLC and Dougherty Insurance Agency LLC (together “Dougherty”). Dougherty provides commercial real estate debt finance and loan servicing across 21 U.S. states. The transaction is subject to customary closing conditions, including receipt of regulatory approval, and is expected to close in the second quarter of 2020.

Subsequent to year end, on January 16, 2020, we completed the acquisition of our Colliers International affiliate in Austin, Texas.

Page 2 of 15

In April 2019, the Company established a structured accounts receivable facility (the “AR Facility”) with committed availability of $125 million and an initial term of 364 days and includes continuous sales of selected US and Canadian trade accounts receivable (the “Receivables”). Under the AR Facility, the Company receives a cash payment and a deferred purchase price for sold Receivables. Cash proceeds from the AR Facility in the amount of $125 million were used to repay outstanding indebtedness under Colliers’ multi-currency senior unsecured revolving credit facility (the “Revolving Credit Facility”).

For the year ended December 31, 2019, local currency revenue growth was led by Investment Management as well Outsourcing & Advisory in all three geographic regions.

	Twelve months ended
(in thousands of US$)	December 31			Growth		Growth
(LC = local currency)		2019	2018	in US %		in LC%
Outsourcing & Advisory	$	1,148,915	1,064,575		%		11	%
Lease Brokerage		946,399	903,947		%		6	%
Sales Brokerage		775,909	780,884		%		2	%
Investment Management		174,588	76,021				NM
Total revenues	$	3,045,811	2,825,427		%		10	%

All values are in US Dollars.

Results of operations – Year ended December 31, 2019

For the year ended December 31, 2019, revenues were $3.05 billion, 8% higher compared to 2018 (10% in local currency). Acquisitions contributed 7% to local currency revenue growth while internally generated revenues were up 3%, led by Outsourcing and Advisory and Investment Management.

Operating earnings were $218.2 million in 2019 versus $201.4 million in 2018. The operating earnings margin was 7.2% versus 7.1% in prior year with the increase attributable to higher contribution from Investment Management and the acquisition of Synergy. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) for 2019 was $359.5 million, up 15% versus $311.4 million in 2018. Adjusted EBITDA margin improved by 80 bps to 11.8% as compared to 11.0% in the prior year.

Depreciation expense was $33.4 million relative to $30.6 million in the prior year, with the increase attributable to increased investments in office leaseholds and the impact of acquisitions completed in 2019.

Amortization expense was $61.3 million in 2019, relative to $48.2 million in 2018, with the increase attributable mainly to the acquisition of Harrison Street Real Estate Capital, LLC (“Harrison Street”).

Net interest expense increased to $29.5 million in 2019 from $20.8 million in the prior year, primarily as a result of increased borrowings over the past year to fund acquisitions and an increase in the applicable margin over floating reference rates due to greater financial leverage. The average interest rate on debt during the period was 3.8%, versus 3.3% in 2018.

Other income for 2019 was $1.9 million and was primarily comprised of earnings from equity investments.

Consolidated income tax expense for the year ended December 31, 2019 was $53.0 million relative to $53.3 million in 2018, reflecting effective tax rates of 28% and 29%, respectively impacted by earnings mix, with an increase in earnings before income tax in certain lower tax jurisdictions.

Net earnings were $137.6 million in 2019, compared to $128.6 million in the prior year.

The Americas region’s revenues totalled $1.69 billion for the full year compared to $1.60 billion in the prior year, up 6% (7% in local currency). Local currency revenue growth was comprised of 6% from acquisitions and 1% from internal growth. Internal revenue growth was attributable to strong Outsourcing & Advisory services partly offset by a decline in Sales Brokerage. Adjusted EBITDA was $151.3 million, up 7% from $141.5 million in the prior year, with the margin up slightly year over year. GAAP operating earnings were $103.7 million, versus $105.5 million in 2018.

Page 3 of 15

EMEA region revenues totalled $636.5 million for the year compared to $623.2 million in the prior year, up 2% (7% in local currency). Local currency revenue growth comprised of 5% internal growth and 2% from acquisitions. The region experienced growth across all service lines, led by strong Sales Brokerage activity in most major markets. Foreign exchange headwinds negatively impacted revenue growth by 5%. Adjusted EBITDA was $80.3 million, versus $88.5 million in the prior year, impacted by (i) talent acquisition investments made during the first half of the year and (ii) a significant decline in project management revenues and profitability in France. GAAP operating earnings were $48.5 million as compared to $53.9 million in 2018.

Asia Pacific region revenues totalled $542.6 million for the year compared to $528.4 million in the prior year, up 3% (7% in local currency). Local currency revenue growth comprised of 5% internal growth and 2% from acquisitions. Internal growth was led by Outsourcing & Advisory services. Foreign exchange headwinds negatively impacted revenue growth by 4%. Adjusted EBITDA was $76.2 million, up from $73.4 million in the prior year, with the margin up slightly year over year. GAAP operating earnings were $67.1 million, up from $66.2 million in the prior year.

Investment Management revenues totalled $174.6 million for the year, compared to $76.0 million in the prior year. The growth reflects the impact of the Harrison Street acquisition in mid-2018 as well as internal revenue growth of 20% from incremental management fees on new capital commitments completed during the year. Pass-through revenue from historical carried interest represented $19.2 million versus $12.3 million in the prior year. Adjusted EBITDA was $61.9 million relative to $26.1 million in 2018. GAAP operating earnings, which are impacted by acquisition-related intangible asset amortization, were $35.0 million versus $12.3 million in the prior year. Assets under management stood at $32.9 billion as of December 31, 2019, up 25% from $26.4 billion in the fourth quarter of 2018.

Unallocated global corporate costs as reported in Adjusted EBITDA were $10.3 million for the year, versus $18.1 million in the prior year. The corporate GAAP operating loss for the year was $36.2 million versus a loss of $36.5 million in 2018.

Page 4 of 15

Selected annual information - last five years
(in thousands of US, except share and per share amounts)
	Year ended December 31
		2019		2018		2017		2016		2015
Operations
Revenues	$	3,045,811	$	2,825,427	$	2,435,200	$	1,896,724	$	1,721,986
Operating earnings		218,197		201,398		167,376		146,173		80,384
Net earnings from
		137,585		128,574		94,074		91,571		39,915
Net earnings from
		-		-		-		-		1,104
Net earnings		137,585		128,574		94,074		91,571		41,019
Financial position
Total assets	$	2,892,714	$	2,357,580	$	1,507,560	$	1,194,779	$	1,092,421
Long-term debt		611,404		672,123		249,893		262,498		260,947
Redeemable non-controlling interests		359,150		343,361		145,489		134,803		139,592
Shareholders' equity		517,299		391,973		303,014		212,513		149,493
Common share data
Net earnings (loss) per common share:
Basic
	$	2.60	$	2.49	$	1.32	$	1.76	$	0.60
		-		-		-		-		0.03
		2.60		2.49		1.32		1.76		0.63
Diluted
		2.57		2.45		1.31		1.75		0.59
		-		-		-		-		0.03
		2.57		2.45		1.31		1.75		0.62
Weighted average common shares
		39,550		39,155		38,830		38,596		37,196
		39,981		39,795		39,308		38,868		37,586
Cash dividends per common share	$	0.10	$	0.10	$	0.10	$	0.09	$	0.20
Other data
Adjusted EBITDA	$	359,476	$	311,435	$	242,823	$	203,062	$	181,334
Adjusted EPS		4.67		4.09		3.16		2.44		2.29

All values are in US Dollars.

New revenue guidance was adopted retrospectively effective January 1, 2018 and accordingly, comparative information for the year ended December 31, 2017 and as at December 31, 2017 has been restated. Data for 2016 and prior periods in the table above has not been restated.

On June 1, 2015, the predecessor to our Company, FirstService Corporation (“Old FSV”), completed a plan of arrangement (the “Spin-off”) which separated Old FSV into two independent publicly traded companies – Colliers International Group Inc., a global leader in commercial real estate services and new FirstService Corporation (“FirstService”), a North American leader in residential property management and related services. Under the Spin-off, Old FSV shareholders received one Colliers share and one FirstService share of the same class as each Old FSV share previously held.

Page 5 of 15

In conjunction with the Spin-off, the Residential Real Estate Services and Property Services segments of Old FSV were transferred to FirstService. Colliers, as the successor to Old FSV, retained the Commercial Real Estate Services segment of Old FSV. This MD&A presents the operating results of Colliers on a continuing operations basis for all periods presented. The FirstService operations are classified as discontinued operations.

Results of operations – fourth quarter ended December 31, 2019

Consolidated operating results for the fourth quarter ended December 31, 2019 were up relative to the comparable prior year quarter from a combination of acquired and internal growth. Revenues were $928.3 million, up 4% (5% in local currency) relative to the prior year quarter. Internal revenue growth, measured in local currency, was 2% led by Outsourcing & Advisory and Investment Management. Operating earnings for the fourth quarter ended December 31, 2019 were $99.4 million, up 1% and adjusted EBITDA was $144.3 million, up 8%.

Summary of quarterly results - years ended December 31, 2019 and 2018

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

		Q1		Q2		Q3		Q4		Year
Year ended December 31, 2019
Revenues	$	635,123	$	745,517	$	736,883	$	928,288	$	3,045,811
Operating earnings		13,397		57,197		48,175		99,428		218,197
Net earnings		5,462		35,574		28,672		67,877		137,585
Basic net earnings per common share		0.04		0.60		0.75		1.21		2.60
Diluted net earnings per common share		0.04		0.60		0.74		1.20		2.57
Year ended December 31, 2018
Revenues	$	552,473	$	667,350	$	715,721	$	889,883	$	2,825,427
Operating earnings		15,745		45,569		41,956		98,128		201,398
Net earnings		8,541		28,804		25,382		65,847		128,574
Basic net earnings per common share		0.13		0.61		0.41		1.34		2.49
Diluted net earnings per common share		0.13		0.60		0.41		1.33		2.45
Other data
Adjusted EBITDA - 2019	$	43,571	$	87,323	$	84,262	$	144,320	$	359,476
Adjusted EBITDA - 2019		36,140	$	69,427	$	72,665	$	133,203	$	311,435
Adjusted EPS - 2019		0.51		1.10		1.04		2.01		4.67
Adjusted EPS - 2018		0.45		0.95		0.92		1.77		4.09

Operating outlook

The purpose of this operating outlook is to outline management’s growth strategy as well as expectations for 2020, based on information available as of the date of this MD&A. Readers are cautioned that the information contained in this operating outlook may not be appropriate for other purposes and should refer to the “Forward-looking statements and risks” section of this MD&A for the material risk factors that could cause actual results to differ materially.

We remain well on track on delivering on our long-term growth strategy, for the five years ending December 31, 2020, that includes average internal revenue growth in the 5% range, combined with acquisitions to build each of our service platforms, resulting in targeted average annual growth in revenues, adjusted EBITDA and adjusted EPS of 15%.

For 2020, we expect stable market conditions, despite a number of ongoing geopolitical events. We anticipate high single digit consolidated revenue growth consisting of low to mid single digit internal growth and the balance from completed acquisitions, including Dougherty. The adjusted EBITDA margin is expected to improve 0.5% to 0.8% from a combination of operating leverage and favourable impact of Dougherty, which generates higher margins than our consolidated average. We expect mid-teens percentage growth in adjusted EPS for the year. Future acquisitions will be incremental to the growth rate assumptions above.

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Seasonality and quarterly fluctuations

The Company 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 sales brokerage transactions. Revenues and earnings during the balance of the year are relatively even. These sales brokerage operations comprised approximately 25% of 2019 consolidated revenues (2018 - 27%). Variations can also be caused by business acquisitions which alter the consolidated service mix.

Liquidity and capital resources

The Company generated cash flow from operating activities of $310.8 million for the year ended December 31, 2019, relative to $257.5 million in the prior year. Adjusting for the cash proceeds generated from the AR Facility as well as collections of the deferred purchase price related to AR Facility, net cash flow from operating activities in 2019 was $213.9 million. The decrease in cash from operations is primarily attributable to (i) timing of accounts payable, accrued expenses and accrued compensation and (ii) incremental cash tax paid in 2019 relative to 2018 as Company’s remaining US net operating loss carry-forward balances were utilized during 2018. We believe that cash from operations and other existing resources, including our Revolving Credit Facility described below, will continue to be adequate to satisfy the ongoing working capital needs of the Company.

Capital expenditures for 2019 were $44.2 million (2018 - $35.6 million), which consisted primarily of investments in offices, information technology infrastructure and software. Capital expenditures for the year ending December 31, 2020 are expected to be $65 - $75 million with the increase primarily attributable to investments in office space in major markets, and are expected to be funded with cash on hand.

We distributed $31.9 million (2018 - $18.9 million) to non-controlling shareholders of subsidiaries, in part to facilitate the payment of income taxes on account of those subsidiaries organized as flow-through entities. The increase in distributions is largely attributable to the acquisition of Harrison Street completed in July 2018.

During 2019, we invested cash in acquisitions as follows: an aggregate of $80.6 million (net of cash acquired) in four new business acquisitions, $15.0 million in contingent consideration payments related to previously completed acquisitions, and $13.1 million in net acquisitions of redeemable non-controlling interests.

During the fourth quarter of 2019, the Company acquired a controlling interest in a portfolio of real estate assets (the “Portfolio”) in connection with the establishment of a new Investment Management fund (the “Fund”). The real estate assets were valued at $258.1 million and the corresponding liabilities were valued at $163.9 million and are reflected as held for sale on the consolidated balance sheet as at December 31, 2019. The Portfolio is expected to be sold to the Fund, without gain or loss, during the second quarter of 2020.

Net indebtedness as at December 31, 2019 was $496.4 million, versus $545.1 million at December 31, 2018. Net indebtedness is calculated as the current and non-current portion of long-term debt less cash and cash equivalents. We are in compliance with the covenants contained in our agreement relating to our revolving credit facility and senior unsecured notes as at December 31, 2019 and, based on our outlook for 2020, we expect to remain in compliance with these covenants. We had $622.5 million of available unused credit under our revolving credit facility as of December 31, 2019.

On April 4, 2019, we extended the credit agreement for our Revolving Credit Facility of $1.0 billion with a new 5- year term maturing on April 30, 2024 (from April 30, 2023) and certain amendments were made to increase the flexibility of the Company’s debt capital structure.

On April 4, 2019, we amended our Euro-denominated 2.23% senior unsecured notes due 2028 (the “Senior Notes”) to make certain amendments to increase the flexibility of our debt capital structure. These amendments were similar to the amendments made to our Revolving Credit Facility, which ranks equal in seniority to the Senior Notes.

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The Company’s Board of Directors declared two semi-annual dividends of $0.05 per common share (being the Subordinate Voting Shares together with the Multiple Voting Shares) during 2019, unchanged from the prior year semi-annual amounts per share. These dividends are paid 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. Total common share dividends paid by the Company during 2019 were $3.9 million.

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 $187.5 million as at December 31, 2019 (December 31, 2018 - $206.9 million). The contingent consideration liability is recognized at fair value upon acquisition and is updated to fair value each quarter, unless it contains an element of compensation, in which case such element is treated as compensation expense over the contingency period. The fair value of contingent consideration recorded on the consolidated balance sheet as at December 31, 2019 was $85.0 million (December 31, 2018 - $93.9 million). The liability recorded on the consolidated balance sheet for the compensatory element of contingent consideration arrangements as at December 31, 2019 was $23.0 million. (December 31, 2018 - $15.2 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 March 2023. We estimate that approximately 85% of the contingent consideration outstanding as of December 31, 2019 will ultimately be paid.

The following table summarizes our contractual obligations as at December 31, 2019:

Contractual obligations
(in thousands of US)			Less than						After
	Total		1 year		1-3 years		4-5 years		5 years
Long-term debt	610,551	$	3,673	$	48	$	371,929	$	234,901
Interest on long-term debt	109,686		20,576		40,904		30,746		17,461
Finance lease obligations	854		550		303		-		-
Contingent<br> acquisition consideration1,2	84,992		16,813		64,481		3,698		-
Operating leases obligations	410,653		84,697		131,794		90,221		103,941
Purchase<br>commitments2	191,989		182,684		9,305		-		-
Co-investment commitments	7,969		7,969		-		-		-
Total contractual obligations	1,416,693	$	316,962	$	246,835	$	496,594	$	356,303

All values are in US Dollars.

1.	Contractual obligation expected to be funded from Revolving Credit Facility.
2.	Purchase commitments for 2020 include the Dougherty acquisition.

At December 31, 2019, we had commercial commitments totaling $9.8 million comprised of letters of credit outstanding due to expire within one year.

In order to effectively manage our corporate risk and support our global insurance program, we supplement our commercial insurance placements with the use of a wholly-owned captive insurance company to provide support for our professional indemnity, general liability and US workers’ compensation programs. The level of risk retained by our captive insurance company varies by coverage. Currently, the captive insures up to $0.75 million per claim with respect to professional indemnity; $0.25 million per claim with respect US workers’ compensation and $1.0 million with respect general liability. All limits are inclusive of commercial market self-insured retentions. Liability insurance claims can be complex and take a number of years to resolve. Within our captive insurance company, we estimate the ultimate cost of these claims by way of specific claim accruals developed through periodic reviews of the circumstances of individual claims, validated annually by a third-party actuary. As of December 31, 2019, the captive insurance company has reserves for unpaid claim liabilities of $6.1 million.

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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 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 $333.1 million as of December 31, 2019. 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 December 31, 2019, the RNCI recorded on the balance sheet was $359.2 million. 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 2019 would be $0.59, and the accretion to adjusted EPS would be $0.39.

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 seven critical accounting estimates, which are discussed below.

1.	Revenue recognition. We earn revenues from brokerage transaction commissions, advisory fees,<br>property management fees, project management fees and investment management fees. Some of the contractual terms related to the<br>process of earning revenue from these sources, including potentially contingent events, can be complex and may require us to make<br>judgments about the timing of when we should recognize revenue and whether revenue should be reported on a gross basis or net basis.<br>Changes in judgments could result in a change in the period in which revenues are reported, or in the amounts of revenue and cost<br>of revenue reported.
2.	Goodwill. Goodwill impairment testing involves assessing whether events have occurred that<br>would indicate potential impairment and making estimates concerning the fair values of reporting units and then comparing the fair<br>value to the carrying amount of each unit. The determination of what constitutes a reporting unit requires significant management<br>judgment. We have four reporting units, consistent with our four operating segments. Goodwill is attributed to the reporting units<br>at the time of acquisition. Estimates of fair value can be impacted by changes in the business environment, prolonged economic<br>downturns or declines in the market value of the Company’s own shares and therefore require significant management judgment<br>in their determination. When events have occurred that which would suggest a potential decrease in fair value, the determination<br>of fair value is done with reference to a discounted cash flow model which requires management to make certain estimates. The most<br>sensitive estimates are estimated future cash flows and the discount rate applied to future cash flows. Changes in these assumptions<br>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<br>assumed in business combinations requires the use of estimates and management judgment, particularly in determining fair values<br>of intangible assets acquired. For example, if different assumptions were used regarding the profitability and expected attrition<br>rates of acquired customer relationships or asset management contracts, different amounts of intangible assets and related amortization<br>could be reported.
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4.	Contingent acquisition consideration. Contingent consideration is required to be measured<br>at fair value at the acquisition date and at each balance sheet date until the contingency expires or is settled. The fair value<br>at the acquisition date is a component of the purchase price; subsequent changes in fair value are reflected in earnings. Most<br>acquisitions made by us have a contingent consideration feature, which is usually based on the acquired entity’s profitability<br>(measured in terms of adjusted EBITDA) during a one to five year period after the acquisition date. Significant estimates are required<br>to measure the fair value of contingent consideration, including forecasting profits for the contingency period and the selection<br>of an appropriate discount rate.
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5.	Deferred income tax assets. Deferred income tax assets arise primarily from the recognition<br>of the benefit of certain net operating loss carry-forwards. We must weigh the positive and negative evidence surrounding the future<br>realization of the deferred income tax assets to determine whether a valuation allowance is required, or whether an existing valuation<br>allowance should remain in place. These determinations, which involve projections of future taxable income, require significant<br>management judgment. Changes in judgments, in particular of future taxable earnings, could result in the recognition or de-recognition<br>of a valuation allowance which could impact income tax expense materially.
6.	Uncertain tax positions. In the ordinary course of business, there is inherent uncertainty<br>in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination<br>by tax authorities based upon an evaluation of the facts and circumstances at the reporting date. For those tax positions where<br>it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater<br>than 50% likelihood of being realized upon ultimate settlement with a tax authority that has full knowledge of all relevant information.<br>For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been<br>recognized in the financial statements.
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7.	Allowance for uncollectible accounts receivable. Accounts receivable allowances are determined<br>using a combination of historical experience, current information, and management judgment. Actual collections may differ from<br>our estimates. A 10% increase in the accounts receivable allowance as of December 31, 2019 would increase bad debt expense by $0.9<br>million.
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Reconciliation of non-GAAP financial measures

In this MD&A, we make reference to “adjusted EBITDA” and “adjusted EPS,” which are 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) depreciation and amortization; (v) acquisition-related items (including transaction costs, contingent acquisition consideration fair value adjustments and contingent acquisition consideration-related compensation expense); (vi) restructuring costs and (vii) 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.

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	Year ended
(in thousands of US$)	December 31
		2019			2018
Net earnings	$	137,585		$	128,574
Income tax		53,013			53,260
Other income, net		(1,853	)		(1,281	)
Interest expense, net		29,452			20,845
Operating earnings		218,197			201,398
Depreciation and amortization		94,664			78,730
Acquisition-related items		28,532			21,975
Restructuring costs		10,252			2,938
Stock-based compensation expense		7,831			6,394
Adjusted EBITDA	$	359,476		$	311,435

Adjusted EPS is defined as diluted net earnings per share, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) amortization expense related to intangible assets recognized in connection with acquisitions; (iii) acquisition-related items; (iv) restructuring costs and (v) 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.

	Year ended
(in US$)	December 31
		2019		2018
Diluted net earnings per common share	$	2.57	$	2.45
Non-controlling interest redemption increment		0.20		0.19
Amortization of intangible assets, net of tax		0.93		0.77
Acquisition-related items		0.58		0.47
Restructuring costs, net of tax		0.19		0.05
Stock-based compensation expense, net of tax		0.20		0.16
Adjusted earnings per share	$	4.67	$	4.09

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.

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Percentage revenue 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 properties 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.

Impact of recently adopted accounting standards

On January 1, 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 842, Leases (“ASC 842”). ASC 842 requires the recognition of operating lease right-of-use assets and lease liabilities for virtually all premises and equipment leases on the consolidated balance sheet, with no impact on earnings or the statement of cash flows. The Company adopted ASC 842 effective January 1, 2019 on a modified retrospective basis, without adjusting comparative periods and recorded a $274.7 million right-of-use asset and corresponding $247.9 million lease liability as of January 1, 2019. The recognition of the lease liability did not impact the Company’s financial covenants under our Revolving Credit Facility or Senior Notes, since the underlying debt agreements include provisions that nullify the impact of changes in accounting standards.

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, with no material impact on its consolidated financial statements.

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Impact of recently issued accounting standards, not yet adopted

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In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments– Credit Losses. This ASU creates a new framework to evaluate financial instruments, such as trade receivables, for expected credit losses. This new framework replaces the existing incurred loss approach and is expected to result in more timely recognition of credit losses. The standard is effective for annual and interim periods beginning after December 15, 2019. The Company has identified the financial assets within the scope of this ASU. Although the adoption is not expected to have a material impact on the consolidated financial statements, it is expected to impact the Company’s methodology of reserving for accounts receivable and other receivable-related financial assets, including contract assets.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles– Goodwill and Other: Simplifying the Accounting for Goodwill Impairment to remove Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under this guidance, a goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard is effective for annual and interim periods beginning after December 15, 2019. The Company will adopt the ASU for the year beginning January 1, 2020. Adoption of the ASU will simplify the goodwill impairment testing process for the Company.

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In August 2018, the FASB issued ASU No. 2018-15, Intangibles– Goodwill and Other – Internal-Use Software (Subtopic 350-40). This ASU aligns the capitalizing of implementation costs incurred in relation to a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. It also requires these capitalized costs to be expensed over the term of the hosting arrangement and to the same line as the hosting arrangement. The standard is effective for annual and interim periods beginning after December 15, 2019 but where early adoption is permitted. As this ASU clarifies the previously existing ambiguity related to capitalization, it was determined that the guidance under the ASU is consistent with the Company’s existing capitalization process for development costs as relate to hosting arrangements and will not have any impact on the financial statements.

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Impact of IFRS

On January 1, 2011, many Canadian companies were required to adopt IFRS. In 2004, in accordance the rules of the CSA, Old FSV elected to report exclusively using US GAAP and further elected not to adopt IFRS on January 1, 2011. Under the rules of the CSA, the Company is permitted to continue preparing financial statements in accordance with US GAAP going forward.

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. As at the date of this MD&A, the Company had interest rate swap agreements to convert the LIBOR floating rate interest on $200.0 million of US dollar denominated debt to a fixed rate (see Note 22 to the Consolidated Financial Statements for a full description). 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.

In July 2017, the UK’s Financial Conduct Authority (“FCA”) announced that LIBOR is expected to be phased out by the end of 2021. The Alternative Reference Rates Committee (“ARRC”), which is a group of private-market participants convened by the Federal Reserve Board and the New York Fed, has recommended the Secured Overnight Financing Rate (“SOFR”) as the alternative along with a paced transition plan. The Company is currently assessing the impact of this transition on its debt instruments indexed to LIBOR.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial performance or financial condition other than (i) the payments which may be required to be made under the long term arrangement contained in the restated management services agreement with Colliers, Jayset Management CIG Inc. and Jay S. Hennick, (see Note 16 to the Consolidated Financial Statements for a full description) and (ii) the AR Facility. Sale proceeds from the AR Facility, net of repurchases of selected US and Canadian trade accounts receivable (the “Receivables”), were $125.0 million during 2019. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold Receivables are derecognized from the consolidated balance sheet. The AR Facility results in a significant decrease to our borrowing costs.

Transactions with related parties

The Company has entered into office space rental arrangements, outsourcing and advisory contracts with minority shareholders of certain subsidiaries. The business purpose of the transactions is to rent office space for the Company and to generate outsourcing and advisory revenues for the Company. The recorded amount of the rent expense for the year ended December 31, 2019 was $496 (2018 - $420). The recorded amount of the outsourcing and advisory revenues for year ended December 31, 2019 was $3,509 (2018 - $585). These amounts are settled regularly in cash and are priced at market rates. The rental arrangements have fixed terms of up to 10 years. The outsourcing and advisory contracts have terms of up to three years.

As at December 31, 2019, the Company had $3,430 of loans receivable from non-controlling shareholders (December 31, 2018 - $6,465). The majority of the loans receivable represent amounts assumed in connection with acquisitions and amounts issued to non-controlling interests 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 4.0%. These loans are due on demand or mature on various dates up to 2026, but are open for repayment without penalty at any time.

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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 38,559,117 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares. In addition, as at the date hereof 1,972,000 Subordinate Voting Shares are issuable upon exercise of options granted under the Company’s stock option plan.

On July 16, 2019, the Company announced a Normal Course Issuer Bid (“NCIB”) effective from July 18, 2019 to July 17, 2020. The Company is entitled to repurchase up to 2,900,000 Subordinate Voting Shares on the open market pursuant to the NCIB. Any shares purchased under the NCIB will be cancelled.

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Canadian tax treatment of common share dividends

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

Our Chief Executive Officer and Chief Financial Officer, with the assistance and participation of other Company management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Canada by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings and in the United States by Rules 13a-15(e) and 15d-15(e) of the United States Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2019 (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to give reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under Canadian securities legislation and the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified therein; and (ii) accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

During the year ended December 31, 2019, 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.

Legal proceedings

Colliers is involved in various legal claims associated with the normal course of operations and believes it has made adequate provision for such legal claims.

Spin-off risk

Although the Spin-off is complete, the transaction exposes Colliers to certain ongoing risks. The Spin-off was structured to comply with all the requirements of the public company “butterflyrules” in the Income Tax Act (Canada). However, there are certain requirements of these rules that depend on events occurring after the Spin-off is completed or that may not be within the control of Colliers and/or FirstService. If these requirements are not met, Colliers could be exposed to significant tax liabilities which could have a material effect on the financial position of Colliers. In addition, Colliers has agreed to indemnify FirstService for certain liabilities and obligations related to its business at the time of the Spin-off. These indemnification obligations could be significant. These risks are more fully described in the Management Information Circular of Old FSV dated March 16, 2015, which is available under Colliers’ SEDAR profile at www.sedar.com and on EDGAR at www.sec.gov.

Page 14 of 15

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, those set out above under “Spin-off risk” 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 commercial and consumer credit conditions and<br>business spending, particularly in regions where our operations may be concentrated.
·	Commercial real estate property values, vacancy rates and general conditions of financial liquidity<br>for real estate transactions.
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·	Trends in pricing and risk assumption for commercial real estate services.
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·	The effect of significant movements in average cap rates across different property types.
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·	A reduction by companies in their reliance on outsourcing for their commercial real estate needs,<br>which would affect our revenues and operating performance.
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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<br>Investment Management business.
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·	A decline in our ability to attract, recruit and retain talent.
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·	A decline in our ability to attract new clients and to retain major clients and renew related contracts.
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·	Reliance on subcontractors.
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·	Labor shortages or increases in wage and benefit costs.
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·	A decline in our performance impacting our continued compliance with the financial covenants under<br>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<br>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<br>Euro, Canadian dollar, 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<br>integrate acquired operations.
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·	Disruptions or security failures in our information technology systems.
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·	The ability to comply with laws and regulations related to our global operations, including real<br>estate 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, elections, referenda, trade policy changes,<br>immigration policy changes and any outbreak or escalation of hostilities or terrorism and the impact thereof on our business.
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·	Changes in government laws and policies at the federal, state/provincial or local level that may<br>adversely impact our businesses.
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Page 15 of 15

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, 2019, 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.

EXHIBIT 23

Consent of independentREGISTERED PUBLIC ACCOUNTING FIRM

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We hereby consent to the incorporation by reference in this Annual Report on Form 40-F for the year ended December 31, 2019 of Colliers International Group Inc. of our report dated February 19, 2020, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting which appears in Exhibit 2 incorporated by reference in this Annual Report.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

February 19, 2020

EXHIBIT 31

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CERTIFICATION

PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGEACT OF 1934

I, Jay S. Hennick, certify that:

1.	I have reviewed this annual report on Form 40-F of Colliers International Group Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or<br>omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements<br>were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this<br>report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as<br>of, and for, the periods presented in this report;
---	---
4.	The issuer’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial<br>reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures<br>to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br>and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br>by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the issuer’s internal control over financial reporting<br>that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially<br>affect, the issuer’s internal control over financial reporting; and
---	---
5.	The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board<br>of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control<br>over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize<br>and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the issuer’s internal control over financial reporting.
---	---

February 19, 2020

/s/ Jay S. Hennick

Jay S. Hennick

Chairman and Chief Executive Officer

CERTIFICATION

PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGEACT OF 1934

I, Christian Mayer, certify that:

1.	I have reviewed this annual report on Form 40-F of Colliers International Group Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or<br>omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements<br>were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this<br>report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as<br>of, and for, the periods presented in this report;
---	---
4.	The issuer’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial<br>reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures<br>to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br>and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br>by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the issuer’s internal control over financial reporting<br>that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially<br>affect, the issuer’s internal control over financial reporting; and
---	---
5.	The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board<br>of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control<br>over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize<br>and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the issuer’s internal control over financial reporting.
---	---

February 19, 2020

/s/ Christian Mayer

Christian Mayer

Chief Financial Officer

exhibit 32

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 40-F of Colliers International Group Inc. (the “Company”) for the year ended December 31, 2019 (the “Report”) filed with the United States Securities and Exchange Commission on the date hereof, I, Jay S. Hennick, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.	The Report fully complies with the requirements of Section 13(a)<br>or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all<br>material respects, the financial condition and results of operations of the Company.
---	---

Dated: February 19, 2020

/s/ Jay S. Hennick
Jay S. Hennick
Chairman and Chief Executive Officer

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 40-F of Colliers International Group Inc. (the “Company”) for the year ended December 31, 2019 (the “Report”) filed with the United States Securities and Exchange Commission on the date hereof, I, Christian Mayer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.	The Report fully complies with the requirements of Section 13(a)<br>or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all<br>material respects, the financial condition and results of operations of the Company.
---	---

Dated: February 19, 2020

/s/ Christian Mayer
Christian Mayer
Chief Financial Officer