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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
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on the value of the lease revenue commitments. Accordingly, the continued
success of the Company will be dependent, in part, upon the performance of the
properties it manages. Such performance in turn will depend in part upon the
ability of the Company to attract and retain creditworthy tenants for the
properties it manages, the Company's ability to control operating expenses
(some of which are beyond the Company's control), financial conditions
prevailing generally and in the areas in which such properties are located and
the real estate market generally.
  The Company intends to continue to selectively pursue domestic and
international acquisitions as a means of strengthening its position as an
industry leader, as well as expanding and enhancing its current product and
service offerings and geographic market coverage. The success of the Company's
acquisition strategy will be dependent upon the availability of suitable
acquisition candidates on favorable terms, of which there can be no assurance.
Further, there can be no assurance that any acquisition, including the merger
of Galbreath with the Company, will be integrated successfully into the
Company's operations or will perform in accordance with expectations or that
business judgements as to the value or consequences of any such acquisition
will prove correct. The consideration paid for any future acquisition may be
in cash, debt or shares of the Company's capital stock. The Company could
incur substantial indebtedness or substantial goodwill or both in connection
with its acquisition strategy. In addition, issuances of additional shares of
the Company's capital stock in connection with an acquisition could result in
dilution to stockholders.
  Many of the properties for which the Company provides management and leasing
or investment management services are office buildings in the central business
districts ("CBDs") of major urban cities. Approximately 39% of the 132.7
million square feet under the Company's property, leasing and facility
management agreements, and approximately 36% of the $12.6 billion in private
real estate assets under the Company's investment management agreements as of
March 31, 1997, are related to properties located in CBDs. During the early
1990s, rental rates and property values of CBD office buildings experienced
greater declines relative to other property types and locations. This decline,
and the slower recovery of this sector to date, has been largely attributable
to over-supply of new office space and corporate restructurings affecting
large businesses. The cyclical market conditions of the CBD office sector will
continue to have an important impact on the Company's operations.
  The Company intends to use the increased financial flexibility created by
the Offering to expand its co-investment activities. The Company's increased
participation as a principal in real estate investments could increase
fluctuations in the Company's net earnings and cash flow. The Company's co-
investments also inherently involve the risk of loss of the Company's
investment. Moreover, in certain of these investments, the Company will not
have complete discretion to control the timing of the disposition of such
investments and, as a result, the recognition of any related gain or loss. See
"Management's Discussion and Analysis of Financial Condition and Results of
  Historically, the Company's revenue, operating income and net earnings in
the first three calendar quarters are substantially lower than in the fourth
quarter. This seasonality is due to a calendar year-end focus on the
completion of transactions, which is consistent with the real estate industry
generally. In addition, an increasing percentage of the Company's management
contracts contain clauses providing for performance bonuses to be received if
the Company achieves certain performance targets. Such incentive payments are
generally earned in the fourth quarter. In contrast, the Company's non-
variable operating expenses, which are treated as expenses when incurred
during the year, are relatively constant on a quarterly basis. Therefore, the
Company typically sustains a loss in the first and second quarter of each
calendar year, reports a small profit or loss in the third quarter and records
a substantial majority of the Company's earnings in the fourth calendar
quarter. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Quarterly Results of Operations."

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