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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
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will decrease and eventually be eliminated as the remaining assets of the funds
are sold. While the timing of the revenue loss will depend on the timing of the
dispositions, the Company expects to complete substantially all of such
dispositions prior to the end of 1998.
  The Company is pursuing a strategy of selective acquisitions in order to
expand its capability to serve clients and strengthen its position as an
industry leader. As a result of the merger of Galbreath with the Company, the
Company added 71 million square feet to its property and facility management
portfolio, added new client relationships and expanded its market coverage.
Previously, with the acquisition of ABKB's real estate business in late 1994
and with the 1996 purchase of CIN Property Management, the Company added
approximately $5.3 billion to its assets under management, extended the
Company's securities advisory capabilities and established the Company as the
fourth largest manager of institutional real estate equity investments in the
United Kingdom.
  As of March 31, 1997, the Company had a total net investment of $15.8 million
in 33 separate property or fund co-investments (which properties and funds had
a total acquisition cost exceeding $1.0 billion). Twenty-nine of these co-
investments were made in the last three years. The holding period for co-
investments typically ranges from three to seven years. Such co-investments are
typically represented by non-controlling general partner and limited partner
interests. 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 as a result
of the timing and magnitude of the gains or losses and potential incentive
participation fees, if any, to be recognized on the disposition of the assets.
In certain of these investments, the Company will not have complete discretion
to control the timing of the disposition of such investments. Co-investment
also creates opportunities for the Company to provide services related to the
acquisition, financing, property management, leasing and disposition of such
  The Pro Forma Consolidated Financial Statements included elsewhere herein
give effect to, among other things, the merger of Galbreath with the Company,
the Incorporation Transactions and the Offering. See "Pro Forma Consolidated
Financial Statements."
  On a pro forma basis, the Company's total revenue for the three months ended
March 31, 1997 was $43.4 million, compared to actual historical revenue of
$36.0 million. Pro forma total revenue of Galbreath includes fees generated
primarily from management services activities, such as property management and
leasing, facility management and development management assignments. Total
revenue of Galbreath also includes other income which consists of revenue
generated from the management of various insurance programs on behalf of
properties, investment income and other miscellaneous income.
  Pro forma operating loss for the Company for the three months ended March 31,
1997 was $2.9 million compared to actual historical operating loss of $3.3
million. The decrease in operating loss on a pro forma basis is primarily the
result of the addition of $.9 million of pro forma Galbreath operating income,
including the effect of eliminating the net excess costs associated with
Galbreath's tenant representation and investment banking units which are being
disposed of or eliminated by the Company, partially offset by $.3 million of
amortization of management contracts and goodwill associated with the merger
and $.2 million of incremental expense associated with public ownership.
  Pro forma net loss for the three months ended March 31, 1997 was $1.9
million, which reflects the decrease in operating loss, the Company's repayment
of indebtedness under the Dai-ichi Notes and the Long-Term Facility and the tax
effect as though the Company and Galbreath were taxable entities for the entire

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