EXHIBIT 99.3 - ------------ JONES LANG LASALLE NEWS RELEASE FOR IMMEDIATE RELEASE 200 East Randolph Drive Chicago Illinois 60601 22 Hanover Square London W1A 2BN Contact: Lauralee Martin Chief Financial Officer Phone: +1 312 228 2073 Email: Lauralee.martin@am.joneslanglasalle.com JONES LANG LASALLE REPORTS THIRD QUARTER RESULTS AT THE LOW END OF GUIDANCE RANGE CHICAGO AND LONDON, OCTOBER 30, 2002 - Jones Lang LaSalle Incorporated (NYSE: JLL), the leading global real estate services and investment management firm, today reported GAAP net income for the third quarter of $10.2 million, or $0.32 per share. Excluding after tax expenses of $1.1 million associated with the expansion of its New York business announced in August, the earnings of $0.35 were at the low end of the firm's previously stated expectations. The First Call consensus estimate of $0.40 per share excluded the impact of our New York expansion. Results compare favorably with the prior year's third quarter GAAP net loss of $6.2 million, or $0.21 per share. Revenues in the quarter of $207.1 million were down 5 percent in U.S. dollars, 9 percent in local currency over the prior year period. This decline reflects the adverse impact of the difficult and uncertain global economic conditions on general business confidence and our clients' decision making. Year-to-date revenues were down 9 percent in U.S. dollars, 11 percent in local currency. A focus on tight expense controls together with the continuing benefits of last year's management actions to bring the organization in line with the expected 2002 business environment helped to offset these revenue declines. Operating expenses for the quarter, excluding non-recurring and restructuring charges were $188.8 million, a 2 percent reduction on the prior year period in U.S. dollars, 6 percent in local currency. For the year-to-date, operating expenses, excluding non-recurring and restructuring charges were $533.0 million, a 9 percent reduction on the prior year period in U.S. dollars, 10 percent in local currency. - ---------------------------------------------------------------------- THIRD QUARTER RESULTS HIGHLIGHTS . Third quarter net income of $10.2 million versus prior year loss of $6.2 million . On target to deliver in excess of committed $50 million cost reductions . Debt reduction of $35 million from prior year - ---------------------------------------------------------------------- -- more -- JONES LANG LASALLE REPORTS THIRD QUARTER RESULTS - ADD ONE "We are disappointed that the challenging climate for our clients has resulted in lower revenues and results for our shareholders. However, successful cost reductions and careful management of our cash in a very difficult business environment have kept us profitable and strengthened the firm's financial fundamentals," said Chris Peacock, President and Chief Executive Officer of Jones Lang LaSalle. The third quarter operating income, on a GAAP basis, was $17.8 million, as compared to $1.4 million in the same period in 2001. Included in the current year third quarter operating income were non-recurring and restructuring charges of $472,000. These were primarily related to the impairment of a residential land co-investment made by a business closed in 2001, offset by a credit associated with the finalization of expenses associated with the business restructuring initiated in 2001. The operating income for the third quarter of 2001 included non-recurring and restructuring charges of $24.5 million related to the impairment of e- commerce investments and certain residential land co-investments, together with severance and professional fees associated with the business restructuring initiated in 2001. The third quarter tax expense reflects the lowered effective tax rate for 2002 of 36 percent as compared to the prior year of 42 percent. Also included in the third quarter of 2002 tax expense of $2.9 million is a credit of $1.8 million associated with certain 2001 restructuring expenses which previously were not considered tax deductible. The net income for the third quarter on a GAAP basis was $10.2 million, compared with a net loss for the same period in 2001 of $6.2 million. The adjusted net income excluding non-recurring and restructuring charges for the three months ending September 30, 2002 was $8.7 million, as compared with adjusted net income of $12.6 million for the same period in 2001. The firm's balance sheet continues to strengthen as debt was reduced from the prior year period by more than $35 million, despite a $13 million increase in the U.S. dollar reported book value of the firm's Eurobonds due to the weakening U.S. dollar. This debt reduction was a reflection of the continued strong business cash flows, an aggressive focus on receivables management and reducing capital expenditures. Year-to-date, the firm reported GAAP net income of $9.6 million, or $0.31 per share, which compared favorably with the GAAP net loss of $12.5 million, or $0.42 per share, in the first nine months of 2001. Revenues year-to-date of $560.5 million and expenses (excluding non-recurring and restructuring charges) of $533.0 million were both down 9 percent. Year-to- date expense reductions of $53.0 million include $7.2 million related to incentive compensation accrual timing that is forecast to reverse over the balance of the year dependent upon the underlying business performance. The results for the third quarter and first nine months of 2002 reflect reduced amortization expense of $2.4 million and $7.2 million, respectively, from adoption of the SFAS 142 accounting standard. No impairment charges were necessary with the adoption of this standard. --more-- JONES LANG LASALLE REPORTS THIRD QUARTER RESULTS - ADD TWO OUTLOOK FOR REMAINDER OF 2002 The firm's previous earnings per share guidance, including the impact of our expansion in New York, of $1.50 to $1.55 assumed a slow worldwide economy through the third quarter of this year with a modest economic recovery in the fourth quarter. Now, given the continued weakness in the world economic environment and the low levels of business confidence, the fourth quarter, which is the highest revenue and highest margin quarter, will not perform at previously expected levels. Therefore, the firm is lowering its earnings guidance including New York, to $1.00 to $1.20, with the broad range reflecting the uncertain decision-making behaviors of clients as they respond to the challenges of the environment. "Our expectations for the balance of the year reflect concern around the impact of the continued slow world economics on our clients and the consequent adverse impact on the firm's revenues. We will continue to support our existing clients as well as win new clients in this challenging environment by providing solutions and services to their real estate decisions. We are committed to earnings growth in 2003 and will again be addressing our cost structure, in an anticipation of continuing soft revenues," said Chris Peacock. BUSINESS SEGMENT PERFORMANCE HIGHLIGHTS OWNER AND OCCUPIER SERVICES .. AMERICAS Operating income in the third quarter was $6.3 million versus $8.0 million for the prior year period. Year-to-date operating income of $7.7 million compared strongly to income in the prior year of $888,000. Results were driven by cost savings, with expenses down $6.1 million or 9 percent for the quarter and $40.2 million or 19 percent year-to-date. Included in the expense reductions are lower incentive compensation accruals of $2.6 million for the year-to-date, that are booked relative to performance and are forecast to be recaptured later in the year. Revenues in the third quarter of $67.9 million were down 10 percent, principally due to a decline in transaction activity in the Tenant Representation, Project and Development Services and Leasing and Management units together with the impact of the disposition of the Development Services business in the third quarter of 2001. .. EUROPE Operating income in the third quarter was $863,000 versus $4.3 million for the prior year period. Year-to-date operating income was down 63 percent. Revenues in the quarter were flat to last year, but down 8 percent in local currency. Strong performance in France, Spain, and the English capital markets business were not sufficient to offset continued weakness in Germany, Belgium and the English leasing business. In addition, in September, Continental Europe experienced a significant slowdown in transaction activity and business confidence. The strengthening European currencies increased reported U.S. dollar revenues in the quarter by $6.1 million when compared to the prior year period. Underlying cost savings were masked by the impact of the strengthening European currencies, which increased the U.S. dollar reported expenses by $5.7 million. Year- to-date expenses were down $8.7 million or 4 percent, including a lower bonus accrual of $7.8 million. --more-- JONES LANG LASALLE REPORTS THIRD QUARTER RESULTS - ADD THREE .. ASIA PACIFIC Operating income in the quarter declined to $58,000 versus $604,000 in the third quarter of 2001, reducing the year-to-date improvement in operating income to $2.7 million versus last year. Revenues of $30.5 million, down 7 percent, reversed the second quarter positive trend, led by declines in the core markets of Hong Kong, Singapore and Australia, partially offset by growth in Japan and Korea. Operating expenses year-to-date were down 3 percent. INVESTMENT MANAGEMENT LaSalle Investment Management's third quarter operating income of $11.1 million declined $1.8 million from the prior period operating income of $12.9 million. Revenues of $35.0 million, which included strong incentive fee performance as well as fee recoveries from two Fund closings, resulted in revenues being down only 2 percent as compared to the prior year which included incentive fees and equity earning of $14.4 million generated from the disposition of a hotel investment. Expenses were relatively flat as expenses for continued investment in people required for new fund growth were offset by a reduction of $2.0 million in a reserve made against certain accounts receivable. SHARE BUYBACK The firm expects to implement a share repurchase program recently approved by the Board of Directors. Under the program, the firm may repurchase up to 1 million shares in the open market and in privately negotiated transactions, depending upon market prices and other conditions. The repurchase of shares is primarily intended to offset dilution resulting from both stock and stock option grants made under the firm's existing stock plans. ABOUT JONES LANG LASALLE Jones Lang LaSalle is the world's leading real estate services and investment management firm, operating across more than 100 markets on five continents. The company provides comprehensive integrated expertise, including management services, implementation services and investment management services on a local, regional and global level to owners, occupiers and investors. Jones Lang LaSalle is also the industry leader in property and corporate facility management services, with a portfolio of approximately 725 million square feet (67 million square meters) under management worldwide. LaSalle Investment Management, the company's investment management business, is one of the world's largest and most diverse real estate investment management firms, with in excess of $23 billion of assets under management. For more information, visit www.joneslanglasalle.com. --more-- JONES LANG LASALLE REPORTS THIRD QUARTER RESULTS - ADD FOUR Statements in this press release regarding, among other things, future financial results and performance, achievements, plans and objectives may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance, achievements, plans and objectives of Jones Lang LaSalle to be materially different from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include those discussed under "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures about Market Risk," and elsewhere in Jones Lang LaSalle's Annual Report on Form 10-K for the year ended December 31, 2001, under "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures about Market Risk," and elsewhere in Jones Lang LaSalle's Quarterly Report on Form 10-Q for the quarters ended March 31 and June 30, 2002, in Jones Lang LaSalle's Proxy Statement dated April 4, 2002, and in other reports filed with the Securities and Exchange Commission. Statements speak only as of the date of this release. Jones Lang LaSalle expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in Jones Lang LaSalle's expectations or results, or any change in events. # # # NOTE TO EDITORS: .. Media contacts may listen only to the Jones Lang LaSalle third quarter results discussion at 9 a.m. EST on October 31 with investors and market analysts by dialing +1 719 457 2646. .. A web cast of the conference call is available at http://www.firstcallevents.com/service/ajwz367471392gf12.html .. A replay of the call may be accessed by dialing +1 719 457 0820 outside the United States and +1 888 203 1112 in the United States from noon EST on October 31, 2002, through Midnight EST on November 14, 2002. The replay passcode is 543956. <table> JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (in thousands, except share data) (Unaudited) <caption> THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 2002 2001 2002 2001 ---------- ---------- ---------- ---------- <s> <c> <c> <c> <c> Revenue: Fee based services. . . . . . . . . . . . $ 203,477 214,442 553,301 608,527 Equity in earnings from unconsolidated ventures. . . . . . . . . . . . . . . . 987 2,820 2,405 6,677 Other income. . . . . . . . . . . . . . . 2,662 1,262 4,765 3,145 ---------- ---------- ---------- ---------- Total revenue . . . . . . . . . . . . 207,126 218,524 560,471 618,349 Operating expenses: Compensation and benefits . . . . . . . . 133,977 130,922 364,645 393,311 Operating, administrative and other . . . 45,451 49,677 140,117 157,177 Depreciation and amortization . . . . . . 9,418 12,044 28,239 35,466 Non-recurring and restructuring charges: Compensation and benefits . . . . . . . (615) 2,857 (481) 4,164 Operating, administrative and other . . 1,087 21,633 2,004 23,976 ---------- ---------- ---------- ---------- Total operating expenses. . . . . . . 189,318 217,133 534,524 614,094 ---------- ---------- ---------- ---------- Operating income. . . . . . . . . . . 17,808 1,391 25,947 4,255 Interest expense, net of interest income. . 4,688 4,957 12,967 15,784 ---------- ---------- ---------- ---------- Income (loss) before provision for income taxes and minority interest. 13,120 (3,566) 12,980 (11,529) Net provision for income taxes. . . . . . . 2,930 2,933 2,873 800 Minority interests in earnings (losses) of subsidiaries . . . . . . . . . . . . . 21 (318) 1,313 213 ---------- ---------- ---------- ---------- Net income (loss) before cumulative effect of change in accounting principle . . . . . . 10,169 (6,181) 8,794 (12,542) 6 JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF EARNINGS - CONTINUED FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (in thousands, except share data) (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 2002 2001 2002 2001 ---------- ---------- ---------- ---------- Cumulative effect of change in accounting principle. . . . . . . . . . . -- -- 846 -- ---------- ---------- ---------- ---------- Net income (loss) . . . . . . . . . . $ 10,169 (6,181) 9,640 (12,542) ========== ========== ========== ========== EBITDA. . . . . . . . . . . . . . . . . . . $ 27,152 13,781 52,278 39,144 ========== ========== ========== ========== Basic earnings (loss) per common share before cumulative effect of change in accounting principle. . . . . . . . . . . $ 0.33 (0.21) 0.29 (0.42) Cumulative effect of change in accounting principle. . . . . . . . . . . -- -- 0.03 -- ---------- ---------- ---------- ---------- Basic earnings (loss) per common share. . . $ 0.33 (0.21) 0.32 (0.42) ========== ========== ========== ========== Basic weighted average shares outstanding . 30,776,775 30,077,867 30,423,660 29,991,041 ========== ========== ========== ========== Diluted earnings (loss) per common share before cumulative effect of change in accounting principle. . . . . . . . . . . $ 0.32 (0.21) 0.28 (0.42) Cumulative effect of change in accounting principle. . . . . . . . . . . -- -- 0.03 -- ---------- ---------- ---------- ---------- Diluted earnings (loss) per common share. . $ 0.32 (0.21) 0.31 (0.42) ========== ========== ========== ========== Diluted weighted average shares outstanding 32,004,389 30,077,867 31,897,311 29,991,041 ========== ========== ========== ========== <fn> Please reference attached financial statement notes. 7 </table> <table> JONES LANG LASALLE INCORPORATED SEGMENT OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (in thousands) (Unaudited) <caption> THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 2002 2001 (1) 2002 (2) 2001 (1) ---------- ---------- ---------- ---------- <s> <c> <c> <c> <c> OWNER & OCCUPIER SERVICES - AMERICAS Revenue: Implementation services . . . . . . . . $ 31,594 35,538 78,657 99,335 Management services . . . . . . . . . . 35,921 39,959 99,003 110,889 Equity earnings (losses). . . . . . . . -- (249) (10) 86 Other services. . . . . . . . . . . . . 232 315 899 1,038 Intersegment revenue. . . . . . . . . . 173 189 375 899 ---------- ---------- ---------- ---------- 67,920 75,752 178,924 212,247 Operating expenses: Compensation, operating and administrative. . . . . . . . . . . . 57,035 61,602 156,969 193,265 Depreciation and amortization . . . . . 4,591 6,104 14,223 18,094 ---------- ---------- ---------- ---------- Operating income (3). . . . . . . . $ 6,294 8,046 7,732 888 ========== ========== ========== ========== EUROPE Revenue: Implementation services . . . . . . . . $ 52,080 54,638 155,419 175,919 Management services . . . . . . . . . . 19,826 19,114 58,973 60,684 Other services. . . . . . . . . . . . . 1,984 579 2,678 1,015 ---------- ---------- ---------- ---------- 73,890 74,331 217,070 237,618 Operating expenses: Compensation, operating and administrative. . . . . . . . . . . . 70,161 66,848 202,090 209,634 Depreciation and amortization . . . . . 2,866 3,153 8,134 9,338 ---------- ---------- ---------- ---------- Operating income (3). . . . . . . . $ 863 4,330 6,846 18,646 ========== ========== ========== ========== 8 JONES LANG LASALLE INCORPORATED SEGMENT OPERATING RESULTS - CONTINUED FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (in thousands) (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 2002 2001 (1) 2002 (2) 2001 (1) ---------- ---------- ---------- ---------- ASIA PACIFIC Revenue: Implementation services . . . . . . . . $ 18,363 20,909 52,940 54,063 Management services . . . . . . . . . . 11,735 11,523 34,692 34,217 Other services. . . . . . . . . . . . . 386 316 1,044 1,013 ---------- ---------- ---------- ---------- 30,484 32,748 88,676 89,293 Operating expenses: Compensation, operating and administrative. . . . . . . . . . . . 28,787 30,320 85,406 88,524 Depreciation and amortization . . . . . . 1,639 1,824 4,945 5,099 ---------- ---------- ---------- ---------- Operating income (loss) (3) . . . . $ 58 604 (1,675) (4,330) ========== ========== ========== ========== INVESTMENT MANAGEMENT - Revenue: Implementation services . . . . . . . . $ 1,083 316 2,209 2,155 Advisory fees . . . . . . . . . . . . . 32,874 32,446 71,409 71,214 Equity earnings . . . . . . . . . . . . 987 3,069 2,415 6,591 Other services. . . . . . . . . . . . . 61 51 143 130 ---------- ---------- ---------- ---------- 35,005 35,882 76,176 80,090 Operating expenses: Compensation, operating and administrative. . . . . . . . . . . . 23,618 22,018 60,672 59,964 Depreciation and amortization . . . . . 322 963 937 2,935 ---------- ---------- ---------- ---------- Operating income (3). . . . . . . . $ 11,065 12,901 14,567 17,191 ========== ========== ========== ========== 9 JONES LANG LASALLE INCORPORATED SEGMENT OPERATING RESULTS - CONTINUED FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (in thousands) (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 2002 2001 (1) 2002 (2) 2001 (1) ---------- ---------- ---------- ---------- - -------------------------------------------------------------------------------------------------------------- Total segment revenue . . . . . . . . . . . $ 207,299 218,713 560,846 619,248 Intersegment revenue eliminations . . . . . (173) (189) (375) (899) ---------- ---------- ---------- ---------- Total revenue . . . . . . . . . . . . . $ 207,126 218,524 560,471 618,349 ========== ========== ========== ========== Total segment operating expenses. . . . . . $ 189,019 192,832 533,376 586,853 Intersegment operating expense eliminations (173) (189) (375) (899) ---------- ---------- ---------- ---------- Total operating expenses before non-recurring and restructuring charges . . . . . . . . . . . . . . . $ 188,846 192,643 533,001 585,954 ========== ========== ========== ========== Operating income before non-recurring and restructuring charges . . . . . . $ 18,280 25,881 27,470 32,395 ========== ========== ========== ========== <fn> Please reference attached financial statement notes. 10 </table> JONES LANG LASALLE INCORPORATED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 (in thousands) (Unaudited) SEPTEMBER 30, DECEMBER 31, 2002 2001 (1) ------------- ----------- ASSETS - ------ Current assets: Cash and cash equivalents . . . . . . . $ 9,333 10,446 Trade receivables, net of allowances. . . . . . . . . . . . . . 174,241 222,590 Notes receivable. . . . . . . . . . . . 3,014 3,847 Other receivables . . . . . . . . . . . 7,136 8,872 Prepaid expenses. . . . . . . . . . . . 13,749 11,802 Deferred tax assets . . . . . . . . . . 16,239 16,935 Other assets. . . . . . . . . . . . . . 12,151 11,340 ---------- ---------- Total current assets. . . . . . . . 235,863 285,832 Property and equipment, at cost, less accumulated depreciation . . . . . 81,209 92,503 Intangibles resulting from business acquisitions and JLW merger, net of accumulated amortization . . . . 332,203 328,169 Investments in and loans to real estate ventures . . . . . . . . . . . . 76,556 64,528 Long-term receivables, net. . . . . . . . 16,354 10,427 Prepaid pension asset . . . . . . . . . . 10,791 14,384 Deferred tax assets . . . . . . . . . . . 23,561 25,770 Debt issuance costs . . . . . . . . . . . 4,633 5,407 Other assets, net . . . . . . . . . . . . 8,030 8,707 ---------- ---------- $ 789,200 835,727 ========== ========== 11 JONES LANG LASALLE INCORPORATED CONSOLIDATED BALANCE SHEETS - CONTINUED SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 (in thousands) (Unaudited) SEPTEMBER 30, DECEMBER 31, 2002 2001 (1) ------------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable and accrued liabilities . . . . . . . . . . . . . $ 73,638 116,968 Accrued compensation. . . . . . . . . . 80,943 131,680 Short-term borrowings . . . . . . . . . 15,867 15,497 Deferred tax liabilities. . . . . . . . 203 23 Other liabilities . . . . . . . . . . . 23,600 23,467 ---------- ---------- Total current liabilities . . . . . 194,251 287,635 Long-term liabilities: Credit facilities . . . . . . . . . . . 60,834 60,621 Senior Euro Notes . . . . . . . . . . . 162,953 146,768 Deferred tax liabilities. . . . . . . . 4,930 6,567 Other . . . . . . . . . . . . . . . . . 17,935 18,966 ---------- ---------- Total liabilities . . . . . . . . . 440,903 520,557 Commitments and contingencies Minority interest in consolidated subsidiaries. . . . . . . . . . . . . . 2,918 789 Stockholders' equity: Common stock, $.01 par value per share, 100,000,000 shares authorized; 30,796,147 and 30,183,450 shares issued and outstanding as of September 30, 2002 and December 31, 2001, respectively. . . . . . . . . . . . . 308 302 Additional paid-in capital. . . . . . . 480,990 463,926 Deferred stock compensation . . . . . . (11,625) (6,038) Retained deficit. . . . . . . . . . . . (112,881) (122,521) Stock held in trust . . . . . . . . . . (460) (1,658) Accumulated other comprehensive income. . . . . . . . . . . . . . . . (10,953) (19,630) ---------- ---------- Total stockholders' equity. . . . . 345,379 314,381 ---------- ---------- $ 789,200 835,727 ========== ========== Please reference attached financial statement notes. 12 JONES LANG LASALLE INCORPORATED SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (in thousands) (Unaudited) 2002 (4) 2001 (4) ---------- ---------- Cash provided by earnings . . . . . . . . $ 50,261 57,427 Cash used in working capital. . . . . . . (30,038) (71,130) Cash used in investing activities . . . . (20,724) (12,744) Cash provided by financing activities . . (612) 18,475 ---------- ---------- Net decrease in cash. . . . . . . . (1,113) (7,972) Cash and cash equivalents, beginning of period . . . . . . . . . . 10,446 18,843 ---------- ---------- Cash and cash equivalents, end of period . . . . . . . . . . . . . $ 9,333 10,871 ========== ========== Please reference attached financial statement notes. 13 <table> JONES LANG LASALLE INCORPORATED ADJUSTED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (in thousands, except share data) (Unaudited) <caption> THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 2002 2001 2002 2001 Adjusted Adjusted Adjusted Adjusted (5) (1)(5) (5) (1)(5) ---------- ---------- ---------- ---------- <s> <c> <c> <c> <c> Revenue: Fee based services. . . . . . . . . . . . $ 203,477 214,442 553,301 608,527 Equity in earnings from unconsolidated ventures. . . . . . . . . . . . . . . . 987 2,820 2,405 6,677 Other income. . . . . . . . . . . . . . . 2,662 1,262 4,765 3,145 ---------- ---------- ---------- ---------- Total revenue . . . . . . . . . . . . 207,126 218,524 560,471 618,349 Operating expenses: Compensation and benefits . . . . . . . . 133,977 130,922 364,645 393,311 Operating, administrative and other . . . 45,451 49,677 140,117 157,177 Depreciation and amortization . . . . . . 9,418 12,044 28,239 35,466 ---------- ---------- ---------- ---------- Total operating expenses excluding non-recurring and restructuring charges . . . . . . . . . . . . . . 188,846 192,643 533,001 585,954 ---------- ---------- ---------- ---------- Adjusted operating income excluding non-recurring and restructuring charges . . . . . . . . . . . . . . 18,280 25,881 27,470 32,395 Interest expense, net of interest income. . 4,688 4,957 12,967 15,784 ---------- ---------- ---------- ---------- Adjusted income before provision for income taxes and minority interest. . . . . . . . . . . . . . 13,592 20,924 14,503 16,611 Net provision for income taxes. . . . . . . 4,858 8,615 5,221 6,976 14 JONES LANG LASALLE INCORPORATED ADJUSTED CONSOLIDATED STATEMENTS OF EARNINGS - CONTINUED FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (in thousands, except share data) (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 2002 2001 2002 2001 Adjusted Adjusted Adjusted Adjusted (5) (1)(5) (5) (1)(5) ---------- ---------- ---------- ---------- Minority interests in earnings (losses) of subsidiaries . . . . . . . . . . . . . 21 (318) 1,313 213 ---------- ---------- ---------- ---------- Adjusted net income excluding non-recurring and restructuring charges . . . . . . . . . . . . . . $ 8,713 12,627 7,969 9,422 ========== ========== ========== ========== Adjusted income per common share. . . . . . $ 0.27 0.41 0.25 0.30 ========== ========== ========== ========== Adjusted weighted average shares outstanding . . . . . . . . . . . . . . . 32,004,389 31,005,514 31,897,311 30,929,379 ========== ========== ========== ========== Adjusted EBITDA Calculation (6) Adjusted operating income . . . . . . . . 18,280 25,881 27,470 32,395 Depreciation and amortization . . . . . . 9,418 12,044 28,239 35,466 Minority interests in EBITDA. . . . . . . (74) 346 (1,908) (577) ---------- ---------- ---------- ---------- Adjusted EBITDA . . . . . . . . . . . $ 27,624 38,271 53,801 67,284 ========== ========== ========== ========== <fn> Please reference attached financial statement notes. 15 </table> <table> JONES LANG LASALLE INCORPORATED CURRENCY ANALYSIS OF REVENUES AND ADJUSTED OPERATING INCOME (in millions) (Unaudited) <caption> Pound US Sterling Australian Dollar (7) Euro Dollar (6) Other Total -------- -------- ---------- -------- -------- -------- $ $ $ $ $ $ <s> <c> <c> <c> <c> <c> <c> REVENUES (1) 2002 Q1, 2002 34.5 32.7 9.2 59.7 25.7 161.8 Q2, 2002 46.8 31.9 12.5 67.5 32.8 191.5 Q3, 2002 42.7 35.7 11.9 86.4 30.4 207.1 ------ ------ ------ ------ ------ ------ Total 124.0 100.3 33.6 213.6 88.9 560.4 ====== ====== ====== ====== ====== ====== 2001 Q1, 2001 46.3 43.1 11.2 73.9 24.3 198.8 Q2, 2001 42.6 35.0 10.6 82.8 30.0 201.0 Q3, 2001 38.9 39.1 12.5 98.2 29.8 218.5 ------ ------ ------ ------ ------ ------ Total 127.8 117.2 34.3 254.9 84.1 618.3 ====== ====== ====== ====== ====== ====== ADJUSTED OPERATING INCOME (5)(7) 2002 Q1, 2002 -2.5 3.8 -2.5 -1.0 -1.9 -4.1 Q2, 2002 7.2 -0.2 -0.3 4.0 2.6 13.3 Q3, 2002 1.8 2.6 -0.1 14.8 -0.8 18.3 ------ ------ ------ ------ ------ ------ Total 6.5 6.2 -2.9 17.8 -0.1 27.5 ====== ====== ====== ====== ====== ====== 2001 Q1, 2001 -0.4 8.7 -0.5 -4.2 -3.5 0.1 Q2, 2001 1.8 3.9 -0.8 3.9 -2.4 6.4 Q3, 2001 -2.3 9.0 -0.7 23.4 -3.5 25.9 ------ ------ ------ ------ ------ ------ Total -0.9 21.6 -2.0 23.1 -9.4 32.4 ====== ====== ====== ====== ====== ====== <fn> Please reference attached financial statement notes. 16 </table> JONES LANG LASALLE INCORPORATED Financial Statement Notes (1) Certain prior year amounts have been reclassified to conform with the current presentation. In particular, in 2002, we began accounting for the revenues of our Global Consulting unit on a gross basis, as opposed to netting these revenues into expenses. These revenues amounted to $2.0 million and $6.1 million in the three and nine months ended September 30, 2001, respectively. In addition, beginning in September of 2002, we aggregated our loans to co-investments with our investments in co-investments. The co-investment loans in the December 31, 2001 balance sheet have been reclassified to conform with this new presentation. (2) The nine months ended September 30, 2002 reflect the adjustment made to the first six months of 2002, which separately identified the non-recurring and restructuring charges relating to this period. (3) For purposes of this analysis we have determined that the allocation of the non-recurring charges to our segments is not meaningful to investors. Additionally, we evaluate the performance of our segment results without these charges being allocated. (4) The consolidated statements of cash flows are presented in summarized form. Please reference our third quarter Form 10-Q for detailed consolidated statements of cash flows. (5) Adjusted results for the nine months ended September 30, 2002 exclude the cumulative effect of change in accounting principle relating to the adoption of SFAS 142. Adjusted results for all periods shown also exclude the effects of non-recurring and restructuring charges. The nine months ended September 30, 2002 reflect the adjustment made to the first six months of 2002, which separately identified the non-recurring and restructuring charges relating to this period. This analysis is not intended to be a presentation in accordance with generally accepted accounting principles (GAAP). (6) Adjusted EBITDA represents earnings before interest expense, income taxes, depreciation and amortization, and excludes Minority Interests in EBITDA. For the nine months ended September 30, 2002, Adjusted EBITDA excludes the cumulative effect of change in accounting principle resulting from the adoption of SFAS 142. For all periods shown Adjusted EBITDA also excludes non-recurring and restructuring charges. Management believes that Adjusted EBITDA is useful to investors as a measure of operating performance, cash generation and ability to service debt. However, Adjusted EBITDA should not be considered an alternative to (i) net earnings (determined in accordance with GAAP), (ii) operating cash flows (determined in accordance with GAAP), or (iii) liquidity. (7) The objective of this presentation is to provide guidance as to the key currencies that the Company does business in and their significance to reported revenues and adjusted operating income. The adjusted operating income sourced in pound sterling and US dollars understates the profitability of the businesses in the United Kingdom and America because it includes the locally incurred expenses of our global offices in London and Chicago, respectively, as well as the European regional office in London. The revenues and adjusted operating income of the global investment management business are allocated to their underlying currency, which means that this analysis may not be consistent with the performance of the geographic OOS segments. In particular, as incentive fees are earned by this business, there may be significant shifts in the geographic mix of revenues and adjusted operating income. 17