Prepared by MERRILL CORPORATION

CB RICHARD ELLIS SERVICES, INC.
(Exact name of registrant as specified in its charter)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 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. Yes /x/ No / /.

CB RICHARD ELLIS SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share data)

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

CB RICHARD ELLIS SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands, except share and per share data)

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

CB RICHARD ELLIS SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

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

CB RICHARD ELLIS SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CB Richard Ellis Services, Inc. (the Company), was founded in 1906. It is a holding company that conducts its worldwide operations through approximately 75 direct and indirect subsidiaries. Approximately 77% of the Company's revenues are from the United States (US) and 23% from the rest of the world. On February 24, 2001, the Company announced that it had entered into an Agreement and Plan of Merger with CBRE Holding, Inc. and Blum CB Corporation, which was amended and restated as of April 24, 2001, whereby members of senior management, Ray Wirta, CEO, and Brett White, Chairman, The Americas, together with director, Fred Malek and directors, Richard Blum, Bradford Freeman and Donald Koll and their respective affiliates will acquire all of the Company's outstanding shares which they do not own at a price of $16.00 per share. The acquisition, which is expected to close in July of 2001, remains subject to certain conditions, including, among others, the receipt of debt financing by CBRE Holding, Inc. and the Company, the approval of the merger by the holders of two-thirds of the outstanding shares of the Company not owned by the buying group, the expiration or termination of waiting periods under applicable antitrust laws and a successful tender offer for at least 51% of the Company's outstanding 8 ⁷/8% Senior Subordinated Notes. The Company will pay a termination fee of $7.5 million and reimburse up to $3.0 million of the buying group's expenses if it wishes to accept a superior acquisition proposal.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all information and footnotes required for interim financial statement presentation. In the Company's opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ materially from those estimates. All significant intercompany transactions and balances have been eliminated and certain reclassifications have been made to prior periods' consolidated financial statements to conform to current period presentation. The results of operations for the three months ended March 31, 2001 are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2001.

The consolidated financial statements and notes to the consolidated financial statements, along with management's discussion and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with the Company's recent filing on Form 10-K, which contains the latest available audited consolidated financial statements and notes thereto, as of and for the period ended December 31, 2000.

Condensed Statement of Operations (unaudited) for the unconsolidated subsidiaries accounted for using the equity method is as follows (in thousands):

	Three Months Ended March 31,
	2001		2000
Revenues	$	69,649		$	48,496
Income from operations		12,689			13,219
Net income		7,846			8,957

The Company has a revolving credit facility of $270.0 million, which is subject to a mandatory reduction of $70.0 million on December 31, 2001 and expires on May 20, 2003. The amount outstanding under this facility totaled $218.0 million at March 31, 2001. Interest rate alternatives include Bank of America's reference rate plus 1.00% and LIBOR plus 2.00%. The weighted average interest rate on amounts outstanding at March 31, 2001 and December 31, 2000 was 7.69% and 8.79%, respectively.

The revolving credit facility contains numerous restrictive covenants that, among other things, limit the Company's ability to incur or repay other indebtedness, make advances or loans to subsidiaries and other entities, make capital expenditures, incur liens, enter into mergers or effect other fundamental corporate transactions, sell its assets, or declare dividends. In addition, the Company is required to meet certain ratios relating to its adjusted net worth, level of indebtedness, fixed charges and interest coverage.

The Company has outstanding Senior Subordinated Notes (Subordinated Notes) due on June 1, 2006. The Subordinated Notes are redeemable in whole or in part after June 1, 2002 at 104.438% of par on that date and at declining prices thereafter. On or before June 1, 2001, up to 35.0% of the issued amount may be redeemed at 108.875% of par plus accrued interest solely with the proceeds from an equity offering. The amount included in the accompanying Consolidated Balance Sheet less unamortized discount was $173.4 million at March 31, 2001.

The Company has short-term borrowings of $8.4 million and $9.2 million with related weighted average interest rates of 7.0% and 7.3% as of March 31, 2001 and December 31, 2000, respectively.

The Company has a credit agreement with Residential Funding Corporation (RFC). The credit agreement provides for a revolving line of credit of up to $100.0 million, and bears interest at 1.00% per annum over LIBOR. The agreement expires on August 31, 2001. During the quarter, the Company had a maximum of $91.6 million revolving line of credit principal outstanding. At March 31, 2001, the Company had $0.6 million revolving line of credit principal outstanding.

Between November 12, and December 6, 2000, five putative class actions were filed in the Court of Chancery of the State of Delaware in and for New Castle County by various of the Company's stockholders against the Company, its directors and the group which has proposed to take the Company private. A similar action was also filed on November 17, 2000 in the Superior Court of the State of California in and for the County of Los Angeles. These actions all alleged that the offering price for the going private transaction was unfair and inadequate and sought injunctive relief or rescission of the transaction and, in the alternative, money damages.

The five Delaware actions have been consolidated. As of February 23, 2001, the parties to the Delaware litigation entered into a memorandum of understanding in which they agreed in principle to a settlement. The memorandum provides, among other things:

There are numerous conditions to the settlement proposed by the memorandum including the closing of the merger.

The parties may not be able to complete a mutually acceptable stipulation of settlement, and, if so, the litigation will continue. In addition, no agreements have been reached with respect to any settlement of the California action.

In December 1996, GMH Associates, Inc. (GMH) filed a lawsuit against Prudential Realty Group (Prudential) and the Company in Superior Court of Pennsylvania, Franklin County, alleging various contractual and tort claims against Prudential, the seller of a large office complex, and the Company, its agent in the sale, contending that Prudential breached its agreement to sell the property to GMH, breached its duty to negotiate in good faith, conspired with the Company to conceal from GMH that Prudential was negotiating to sell the property to another purchaser and that Prudential and the Company misrepresented that there were no other negotiations for the sale of the property. Following a non-jury trial, the court rendered a decision in favor of GMH and against Prudential and the Company, awarding GMH $20.3 million in compensatory damages, against Prudential and the Company jointly and severally, and $10.0 million in punitive damages, allocating the punitive damage award $7.0 million as against Prudential and $3.0 million as against the Company. Following the denial of motions by Prudential and the Company for a new trial, a judgment was entered on December 3, 1998. Prudential and the Company filed an appeal of the judgment. On March 3, 2000, the appellate court in Pennsylvania reversed all of the trial courts' decisions finding that liability was not supported on any theory claimed by GMH and directed that a judgment be entered in favor of the defendants including the Company. The plaintiff filed an appeal with the Pennsylvania Supreme Court which was denied. The plaintiff has exhausted all appeal possibilities and judgment has been entered in favor of all defendants.

In August 1993, a former commissioned sales person of the Company filed a lawsuit against the Company in the Superior Court of New Jersey, Bergen County, alleging gender discrimination and wrongful termination by the Company. On November 20, 1996, a jury returned a verdict against the Company, awarding $1.5 million in general damages and $5.0 million in punitive damages to the plaintiff. Subsequently, the trial court awarded the plaintiff $0.6 million in attorneys' fees and costs. Following denial by the trial court of the Company's motions for a new trial, reversal of the verdict and reduction of damages, the Company filed an appeal of the verdict and requested a reduction of damages. On March 9, 1999 the appellate court ruled in the Company's favor, reversed the trial court's decision and ordered a new trial. On February 16, 2000, the Supreme Court of New Jersey reversed the decision of the appellate court, concluded that the general damage award in the trial court should be sustained and returned the case to the appellate court for a determination as to whether a new trial should be ordered on the issue of punitive damages. In April 2000, the Company settled the compensatory damages claim, including interest, and all claims to date with respect to attorneys fees by paying to the plaintiff the sum of $2.75 million leaving only the punitive damage claim for resolution.

The plaintiff also agreed, with very limited exceptions, that no matter what the outcome of the punitive damage claim the Company would not be responsible for more than 50% of the plaintiff's future attorney fees. In February 2001, the Company settled all remaining claims for the sum of $2.0 million and received a comprehensive release.

The Company is a party to a number of pending or threatened lawsuits arising out of, or incident to, its ordinary course of business. Based on available cash and anticipated cash flows, the Company believes that the ultimate outcome will not have an impact on the Company's ability to carry on its operations. Management believes that any liability that may result from disposition of these lawsuits will not have a material effect on the Company's consolidated financial position or results of operations.

An important part of the strategy for the Company's investment management business involves investing its own capital in certain real estate investments with its clients. As of March 31, 2001, the Company had committed $40.6 million to fund future co-investments.

Comprehensive loss consists of net income (loss) and other comprehensive loss. Accumulated other comprehensive loss consists of foreign currency translation adjustments. For the three months ended March 31, 2001, total comprehensive loss was $12.5 million, which consists of foreign currency translation loss of $9.6 million. For the three months ended March 31, 2000, total comprehensive loss was $3.2 million, which consists of foreign currency translation loss.

Basic (loss) earnings per share was computed by dividing net (loss) income by the weighted average number of common shares outstanding of 21,309,550 and 20,819,268 for the three months ended March 31, 2001 and 2000, respectively. As a result of operating losses incurred for the three months ended March 31, 2001, diluted weighted average shares outstanding do not give effect to common stock equivalents, as to do so would be anti-dilutive. At March 31, 2000, the computation of diluted earnings per share further assumes the dilutive effect of 31,916 common stock equivalents, which consisted principally of stock options.

The Company reports its operations through three business segments: Transaction Management, Financial Services and Management Services. The Company has a number of lines of business which are aggregated, reported and managed through these three segments. The Transaction Management segment is the Company's largest generator of revenue and includes Brokerage Services, Corporate Services and Investment Property activities. Brokerage Services includes activities that provide sales, leasing and consulting services in connection with commercial real estate and is the Company's primary revenue source. Corporate Services focuses on building relationships with large corporate clients which generate recurring revenue. Investment Property activities provide brokerage services for commercial real property marketed for sale to institutional and private investors. The Financial Services segment provides commercial mortgage, valuation, investment management and consulting and research services. The current year results of Financial Services include a nonrecurring pre-tax gain of $5.6 million from the sale of mortgage fund management contracts. The Management Services segment provides facility management services to corporate real estate users and property management and related services to owners. Prior year quarter includes a $4.7 million nonrecurring pre-tax gain on the sale of certain

non-strategic assets. The following unaudited table summarizes the revenue, cost and expenses, and operating (loss) income by operating segment for the three months ended March 31, 2001 and 2000:

			Three Months Ended March 31
			2001			2000
			(Dollars in thousands)
Revenue
	Transaction Management		$	179,981		$	178,459
	Financial Services			55,919			41,397
	Management Services			36,598			41,063

			$	272,498		$	260,919

Operating (loss) income
	Transaction Management		$	(4,130	)	$	4,631
	Financial Services			6,849			805
	Management Services			(394	)		3,803

				2,325			9,239
Interest income				800			489
Interest expense				9,055			9,685

(Loss) income before (benefit) provision for income tax			$	(5,930	)	$	43

Geographic Information
Revenue
	Americas
		United States	$	211,009		$	198,500
		Canada, South and Central America		11,504			9,199

				222,513			207,699
	Pacific			7,690			8,014
	Asia			9,015			9,733
	Europe, Middle East and Africa			33,280			35,473

			$	272,498		$	260,919

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion and analysis of financial condition, results of operations, liquidity and capital resources contained within this report on Form 10-Q is more clearly understood when read in conjunction with the Notes to the Consolidated Financial Statements. The Notes to the Consolidated Financial Statements elaborate on certain terms that are used throughout this discussion and provide information about the Company and the basis of presentation used in this report on Form 10-Q.

The following unaudited table sets forth items derived from the Company's consolidated financial statements for the three months ended March 31, 2001 and 2000:

	Three Months Ended March 31,
	2001			2000
	(Dollars in thousands)
Revenue	$	272,498		$	260,919
EBITDA	$	14,021		$	19,808
Net (income) loss	$	(2,846	)	$	20
Cash flow used in operating activities	$	(104,263	)	$	(67,522	)
Net income after tax before goodwill amortization	$	1,102		$	3,935
Cash flow used in operating activities per share (diluted)	$	(4.89	)	$	(3.24	)
Basic loss per share	$	(0.13	)	$	—
EBITDA per share (diluted)	$	0.66		$	0.95
Diluted loss per share	$	(0.13	)	$	—
Debt/equity		1.87	x		2.04	x
EBITDA/net interest expense		1.70	x		2.15	x
Effective tax rate		52.0	%		54.0	%
Operating expense as a percentage of revenue		49.2	%		48.7	%
EBITDA as a percentage of revenue		5.1	%		7.6	%
Net loss as a percentage of revenue		(1.0	)%		—
International revenue as a percentage of consolidated revenue		22.6	%		23.9	%

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

The Company reported consolidated net loss of $2.8 million, or $0.13 diluted loss per share for the three months ended March 31, 2001 on revenues of $272.5 million compared to consolidated net income of $0.02 million on revenues of $260.9 million for the three months ended March 31, 2000. These results include a nonrecurring pre-tax gain of $5.6 million on the sale of mortgage fund management contracts during the current quarter compared to a $4.7 million nonrecurring pre-tax gain on the sale of certain non-strategic assets during the prior year quarter.

Revenues on a consolidated basis increased by $11.6 million or 4.4% for the three months ended March 31, 2001, compared to the three months ended March 31, 2000. This was driven by a 59.9% increase in loan origination and servicing fees due primarily to higher loan origination fees during the month of March. In addition, lease revenues increased by $3.4 million, mainly as a result of the North American operations. Property and facilities management fees, as well as appraisal fees grew by approximately $2.6 million. These revenue increases were slightly offset by a decrease of $3.3 million in

other revenues. The decrease in other revenues is the result of the contribution of an engineering services group into a separately owned joint venture during April 2000, as well as the sale of several non-strategic assets previously included in the Management Services segment. In addition, sales revenue decreased by $0.4 million due to lower revenue in the international operations, offset by higher sales revenue in North America of $1.9 million.

Commissions, fees and other incentives totaled $124.4 million on a consolidated basis, a 9.2% increase from the first quarter of 2000. The increase is primarily due to higher overall commissions within the North American operations, primarily as a result of increased revenues. In the US, insurance and benefit costs for producers, which are a component of commission expense, also increased during the current quarter. Producer compensation within the international operations are typically fixed in nature compared to the North American operations and did not decrease as a result of lower revenues. These factors resulted in commissions as a percentage of revenues increasing from 43.7% to 45.7% in the current quarter.

Operating, administrative and other on a consolidated basis was $134.1 million, an increase of $6.9 million or 5.5% as compared to the first quarter of 2000. This is primarily due to higher personnel requirements and insurance and benefit costs within North America, as well as lower earnings from unconsolidated subsidiaries during the current quarter. The current quarter also includes compensation expense related to the Deferred Compensation Plan retention program, which became effective January 2001 and accordingly, had no impact on the results of prior year quarter.

Consolidated interest expense was $9.1 million, a decrease of $0.6 million or 6.5% for the quarter. This decrease was primarily a result of lower average borrowing levels during the current quarter due to the pay down of the revolving credit facility during December 2000. In addition, the revolving credit facility was renewed at a lower average borrowing rate during the current quarter as compared to the prior year quarter.

The income tax benefit on a consolidated basis was $3.1 million for the three months ended March 31, 2001, as compared to a provision for income tax of $0.02 million for the three months ended March 31, 2000. The current quarter benefit was the result of the pre-tax loss. The effective tax rate was 52.0% for the three months ended March 31, 2001 as compared to 54.0% for the three months ended March 31, 2000. The Company calculates its effective tax rate based on an estimate of its annual earnings for the entire year.

EBITDA was $14.0 million for the three months ended March 31, 2001, as compared to $19.8 million for the three months ended March 31, 2000. EBITDA represents earnings before net interest expense, income taxes, depreciation and amortization of intangible assets relating to acquisitions, merger-related and other nonrecurring charges. Management believes that the presentation of EBITDA will enhance a reader's understanding of the Company's operating performance and ability to service debt as it provides a measure of cash generated (subject to the payment of interest and income taxes) that can be used by the Company to service its debt and for other required or discretionary purposes. Additionally, many of the Company's debt covenants are based upon EBITDA. Net cash that will be available to the Company for discretionary purposes represents remaining cash after debt service and other cash requirements, such as capital expenditures, are deducted from EBITDA. EBITDA should not be considered as an alternative to (i) operating income determined in accordance with accounting principles generally accepted in the US or (ii) operating cash flow determined in accordance with accounting principles generally accepted in the US. The Company's calculation of EBITDA may not be comparable to similarly titled measures reported by other companies.

The Company provides integrated real estate services through three global business segments: Transaction Management, Financial Services and Management Services. The factors for determining the reportable segments were based on the type of service and client and the way the chief operating decision-makers organize segments internally for making operating decisions and assessing performance. Transaction Management consists of sales, leasing and consulting services in connection with commercial real estate, transaction management and advisory services with large corporate clients and investment property services (brokerage services for commercial real estate property marketed for sale to institutional and private investors). Financial Services consists of commercial loan origination and servicing through the Company's wholly-owned subsidiary, L.J. Melody & Company (L.J. Melody), investment management services through the Company's wholly-owned subsidiary, CB Richard Ellis Investors, L.L.C. (CBRE Investors) and valuation and appraisal services. The Company's results for the three month period ended March 31, 2001 for the Financial Services segment includes a $5.6 million nonrecurring pre-tax gain from the sale of mortgage fund management contracts. Management Services provides facility, property and construction management services. For the three-month period ended March 31, 2000, the Management Services segment results included a $4.7 million nonrecurring pre-tax gain from the sale of certain non-strategic assets. The following unaudited table summarizes the

Company's revenue, cost and expenses, and operating (loss) income by operating segment for the three months ended March 31, 2001 and 2000:

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

Revenue increased by $1.5 million or 0.9% for the three months ended March 31, 2001, compared to the three months ended March 31, 2000. This increase was primarily due to higher lease revenues in North America as a result of a greater number of total transactions executed during the current year, as well as a larger dollar average per transaction. This was offset by a 2.3% drop in sales revenue primarily due to lower revenues in France. In addition, Singapore had reduced sales revenue due to a lower number of deals completed as a result of economic and political problems in neighboring countries. These decreases were slightly offset by a greater number of investment property sales within North America. Commissions, fees and other incentives increased by $6.7 million or 7.1% for the three months ended March 31, 2001, compared to the three months ended March 31, 2000, primarily due to the increased lease and sales revenues within the North American operations. The overall revenue growth also resulted in higher variable commission expense within the North American operation compared to the prior year. Producers earn an increased percentage of commissions as certain revenue targets are met. Insurance and benefits for producers, which are a component of commission expense, increased primarily in the US compared to prior year quarter. In addition, producer compensation within the international operations are typically fixed in nature and do not decrease as a result of lower revenues. These factors contributed to an increase in commissions as a percentage of revenues from 53.2% to 56.5% for the current quarter. Operating, administrative, and other increased by $2.4 million or 3.2% for the three months ended March 31, 2001, compared to the three months ended March 31, 2000. This increase is mainly related to higher personnel requirements, increased insurance and benefit costs, and current quarter compensation expense related to the DCP retention plan within North America.

Revenue increased by $14.5 million or 35.1% for the three months ended March 31, 2001, compared to the three months ended March 31, 2000. Loan origination and servicing fees increased by $5.6 million. Excluding any acquisitions, loan origination fees increased by $5.1 million or 94.0% over the quarter ended March 31, 2000, while loan servicing fees increased slightly compared to prior year quarter. Appraisal fees increased by $2.4 million. Investment management fees increased 18.6% as assets under management grew by $868.3 million as compared to prior year quarter. Other revenue increased by $5.3 million due to the gain on the sale of mortgage fund management contracts during the current quarter. Commissions, fees and other incentives increased by $3.5 million or 29.0% for the three months ended March 31, 2001, compared to the three months ended March 31, 2000 attributable to higher loan and appraisal commissions as a result of the increased revenues. Operating, administrative, and other increased by $4.7 million or 18.4% for the three months ended March 31, 2001, compared to the three months ended March 31, 2000. This increase is primarily due to the start-up of the investment management operations in Asia during 2000, which as a result, had limited activity compared to the current period. The mortgage banking line of business had higher personnel, bonus and long-term incentive costs attributable to the more favorable current year results. In addition, earnings from unconsolidated subsidiaries decreased for the current year as compared to the same period last year.

Revenue decreased by $4.5 million or 10.9% for the three months ended March 31, 2001, compared to the three months ended March 31, 2000. Other revenues decreased by $7.2 million due to the gain

on the sale of certain non-strategic assets in prior year quarter. The decline in other revenues is also the result of the contribution of an engineering services group into a separately owned joint venture during April 2000, as well as the sale of other non-strategic assets during the prior year. This operation generated $1.8 million of revenues during the first quarter of 2000. This was offset by increased property and facility management fees primarily due to higher square footage managed in the US and India.

The Company finances its operations and non-acquisition related capital expenditures primarily with internally generated funds and borrowings under a revolving credit facility. The revolving credit facility contains numerous restrictive covenants that, among other things, limit the Company's ability to incur or repay other indebtedness, make advances or loans to subsidiaries and other entities, make capital expenditures, incur liens, enter into mergers or effect other fundamental corporate transactions, sell its assets, or declare dividends. In addition, the Company is required to meet certain financial ratios relating to its adjusted net worth, level of indebtedness, fixed charges and interest coverage. The revolving credit facility currently totals $270.0 million, with the Company being required to make a mandatory $70.0 million reduction by December 31, 2001. The amount outstanding under this facility was $218.0 million at March 31, 2001 and is included in the accompanying Consolidated Balance Sheets. This revolving credit facility matures May 20, 2003.

The Company believes that it can satisfy its non-acquisition obligations as well as working capital requirements from internally generated cash flow, borrowings under the amended revolving credit facility or any replacement credit facilities. Material future acquisitions, if any, that require cash will require new sources of capital such as an expansion of the revolving credit facility and raising money by issuing additional debt or equity. The Company anticipates that its existing sources of liquidity, including cash flow from operations, will be sufficient to meet its anticipated non-acquisition cash requirements for the foreseeable future and in any event for at least the next twelve months.

During February 2001, the Company entered into an Agreement and Plan of Merger with CBRE Holding, Inc. and Blum CB Corporation, which was amended and restated as of April 24, 2001, whereby members of senior management, Ray Wirta, CEO, and Brett White, Chairman, The Americas, together with director, Fred Malek and directors, Richard Blum, Bradford Freeman and Donald Koll and their respective affiliates will acquire all of the Company's outstanding shares which they do not own at a price of $16.00 per share. The acquisition, which is expected to close in July of 2001, remains subject to certain conditions, including, among others, the receipt of debt financing by CBRE Holding, Inc. and the Company, the approval of the merger by the holders of two-thirds of the outstanding shares of the Company not owned by the buying group, the expiration or termination of waiting periods under applicable antitrust laws and a successful tender offer for at least 51% of the Company's outstanding 8 ⁷/8% Senior Subordinated Notes. The Company will pay a termination fee of $7.5 million and reimburse up to $3.0 million of the buying group's expenses if it wishes to accept a superior acquisition proposal. No workforce reductions are contemplated in connection with the acquisition.

Net cash used in operating activities for the first quarter of 2001 was $104.3 million, an increase of $36.7 million over prior year quarter mainly due to increased payments for the 2000 bonus and profit sharing, made in the current quarter. This increase is due to the better financial results for 2000 as compared to 1999. Income tax payments also increased by $9.2 million during the current year.

The Company utilized $0.5 million for investing activities for the first quarter of 2001, compared to cash provided of $6.3 million in the first quarter of 2000. During the current quarter, the Company received $6.1 million in proceeds primarily from the sale of mortgage fund management contracts. Prior year proceeds totaled $11.3 million due to the sale of certain non-strategic assets in the management services segment, as well as the receipt of proceeds in 2000 from the 1999 sale of a risk management

operation. In addition, capital expenditures increased by $2.1 million over prior year quarter. The Company expects to have a total of $20-25 million in capital spending during 2001.

Net cash provided by financing activities was $104.9 million for the three months ended March 31, 2001, compared to $58.8 million for the three months ended March 31, 2000, and is mainly attributable to an increased balance in the revolving credit facility, used primarily to fund the payment of bonus and profit sharing.

During the first quarter of 2001, the U.S. economy in general and certain local and regional U.S. economies in particular continued to experience economic softness. Many businesses, including the Company's customers, have implemented staff reductions and delayed or curtailed their plans and commitments with respect to their commercial real estate needs. Additionally, lease rates in various regions, particularly those with a concentration in the telecommunication and technology industries, began to decline.

As the first quarter came to a close, the Company began to see a slowdown in leasing activity and a continued slowdown in sales activity both of which are reflective of the general softness in the US economy. The Company also experienced lower than expected revenues in Europe and Asia. If these trends continue, they are likely to adversely affect the Company's financial results including EBITDA, net income and cash flow, in the near term. The Company is evaluating a cost reduction plan for use in the event revenues continue to perform below expectations. The Company believes that it could implement such a plan within a reasonable time frame and intends to be prepared to act rapidly in the event that revenues continue to decline.

There are numerous conditions to the settlement proposed by the memorandum including the closing of the merger.

In December 1996, GMH Associates, Inc. (GMH) filed a lawsuit against Prudential Realty Group (Prudential) and the Company in Superior Court of Pennsylvania, Franklin County, alleging various contractual and tort claims against Prudential, the seller of a large office complex, and the Company, its agent in the sale, contending that Prudential breached its agreement to sell the property to GMH, breached its duty to negotiate in good faith, conspired with the Company to conceal from GMH that Prudential was negotiating to sell the property to another purchaser and that Prudential and the Company misrepresented that there were no other negotiations for the sale of the property. Following a non-jury trial, the court rendered a decision in favor of GMH and against Prudential and the Company, awarding GMH $20.3 million in compensatory damages, against Prudential and the Company jointly and severally, and $10.0 million in punitive damages, allocating the punitive damage award $7.0 million as against Prudential and $3.0 million as against the Company. Following the denial of motions by Prudential and the Company for a new trial, a judgment was entered on December 3, 1998. Prudential and the Company filed an appeal of the judgment. On March 3, 2000, the appellate court in Pennsylvania reversed all of the trial courts' decisions finding that liability was not supported on any theory claimed by GMH and directed that a judgment be entered in favor of the defendants including the Company. The plaintiff filed an appeal with the Pennsylvania Supreme Court, which was denied. The plaintiff has exhausted all appeal possibilities and judgment has been entered in favor of all defendants.

A majority of the European Union member countries converted to a common currency, the "Euro," on January 1, 1999. The existing legacy currencies of the participating countries will continue

to be accepted until January 1, 2002. The Company does not expect the introduction of the Euro to have a significant impact on its market or the manner in which it conducts business, and believes the related impact on its financial results will not be material. Approximately 4.0% of its 2001 business was transacted in the participating member countries. The Company is currently using both the Euro and legacy currencies to conduct business in these member countries.

The Company had US federal income tax NOLs of approximately $16.3 million at both March 31, 2001 and December 31, 2000.

The Company's ability to utilize NOLs has been limited by Section 382 of the Internal Revenue Code because in previous years it experienced an ownership change within the meaning of Section 382. Since the annual limitation is $26.0 million, the Company anticipates that the remaining $16.3 million of NOLs will be utilized in 2001.

In September 2000, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 140 revises the standards for accounting for securitizations and other transfers of financial assets and collateral established by SFAS 125. In addition, this statement is effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000. This statement is also effective for all transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. The adoption of SFAS 140 is not expected to have any material impact on the Company's results of operations and financial position.

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities—Deferral of the Effective Date of FASB Statement No. 133, and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB Statement No. 133, which are effective for the Company beginning January 1, 2001. SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The adoption of these pronouncements did not have a material impact on the consolidated financial statements at March 31, 2001.

Portions of this Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future results or performance suggested in forward-looking statements in this Form 10-Q. Any forward-looking statements speak only as of the date of this report and the Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in its expectations or results or any change in events. Factors that could cause results to differ materially include, but are not limited to: commercial real estate vacancy levels; employment conditions and their effect on vacancy rates; property values; rental rates; any general economic recession domestically or internationally; and general conditions of financial liquidity for real estate transactions.

The Company's management is responsible for the integrity of the financial data reported by it and its subsidiaries. Fulfilling this responsibility requires the preparation and presentation of consolidated financial statements in accordance with accounting principles generally accepted in the US. Management uses internal accounting controls, corporate-wide policies and procedures and judgment so that these statements reflect fairly the consolidated financial position, results of operations and cash flows of the Company.

The Company's exposure to market risk consists of foreign currency exchange rate fluctuations related to international operations and changes in interest rates on debt obligations.

Approximately 23% of the Company's business is transacted in local currencies of foreign countries. The Company attempts to manage its exposure primarily by balancing monetary assets and liabilities, and maintaining cash positions only at levels necessary for operating purposes. While its international results of operations as measured in dollars are subject to foreign exchange rate fluctuations, the related risk is not considered material. The Company routinely monitors its transaction exposure to currency rate changes, and enters into currency forward and option contracts to limit its exposure, as appropriate. Gains and losses on contracts are recognized in accordance with the provisions of SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of SFAS No. 133 and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. At March 31, 2001, the Company had no outstanding contracts. The Company does not engage in any speculative activities.

The Company manages its interest expense by using a combination of fixed and variable rate debt. The Company utilizes sensitivity analyses to assess the potential effect of its variable rate debt. If interest rates were to increase by 80 basis points, approximately 10.0% of its weighted-average variable rate at March 31, 2001, the net impact would be an increase of $0.4 million in pre-tax loss and cash used in operating activities for the quarter.

There are numerous conditions to the settlement proposed by the memorandum including the closing of the merger.

plaintiff. Subsequently, the trial court awarded the plaintiff $0.6 million in attorneys' fees and costs. Following denial by the trial court of the Company's motions for a new trial, reversal of the verdict and reduction of damages, the Company filed an appeal of the verdict and requested a reduction of damages. On March 9, 1999 the appellate court ruled in the Company's favor, reversed the trial court's decision and ordered a new trial. On February 16, 2000, the Supreme Court of New Jersey reversed the decision of the appellate court, concluded that the general damage award in the trial court should be sustained and returned the case to the appellate court for a determination as to whether a new trial should be ordered on the issue of punitive damages. In April 2000, the Company settled the compensatory damages claim, including interest, and all claims to date with respect to attorneys fees by paying to the plaintiff the sum of $2.75 million leaving only the punitive damage claim for resolution. The plaintiff also agreed, with very limited exceptions, that no matter what the outcome of the punitive damage claim the Company would not be responsible for more than 50% of the plaintiff's future attorney fees. In February 2001, the Company settled all remaining claims for the sum of $2.0 million and received a comprehensive release.

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

Delaware		52-1616016
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
200 North Sepulveda Boulevard El Segundo, California		90245-4380 (Zip Code)
(Address of principal executive offices)
(310) 563-8611		Not Applicable
(Registrant's telephone number, including area code)		(Former name, former address and formal fiscal year if changed since last report)

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets at March 31, 2001 (Unaudited) and December 31, 2000	3
	Consolidated Statements of Operations for the three months ended March 31, 2001 and 2000 (Unaudited)	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000 (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 6.	Exhibits and Reports on Form 8-K	22
Signatures		23

			March 31, 2001			December 31, 2000
			(Unaudited)
ASSETS
Current Assets:
	Cash and cash equivalents		$	20,339		$	20,854
	Receivables, less allowance for doubtful accounts of $11,959 and $12,631 at March 31, 2001 and December 31, 2000			141,792			176,908
	Prepaid expenses			9,819			8,017
	Deferred taxes, net			13,105			11,139
	Other current assets			8,716			6,127

		Total current assets		193,771			223,045
Property and equipment, net				75,048			75,992
Goodwill, net of accumulated amortization of $59,738 and $56,417 at March 31, 2001 and December 31, 2000				415,299			423,975
Other intangible assets, net of accumulated amortization of $290,679 and $289,038 at March 31, 2001 and December 31, 2000				44,169			46,432
Cash surrender value of insurance policies, deferred compensation plan				61,267			53,203
Investment in and advances to unconsolidated subsidiaries				38,187			41,325
Deferred taxes, net				35,316			32,327
Prepaid pension costs				24,126			25,235
Other assets				44,113			41,571

		Total assets	$	931,296		$	963,105

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Accounts payable and accrued expenses		$	77,803		$	83,673
	Compensation and employee benefits payable			63,790			79,801
	Reserve for bonus and profit sharing			20,807			107,878
	Income taxes payable			14,696			28,260
	Short-term borrowings			8,418			9,215
	Current maturities of long-term debt			1,161			1,378

		Total current liabilities		186,675			310,205
Long-term debt:
	Senior subordinated notes, less unamortized discount of $1,604 and $1,664 at March 31, 2001 and December 31, 2000			173,396			173,336
	Revolving credit facility			218,000			110,000
	Other long-term debt			18,257			20,235

		Total long-term debt		409,653			303,571
Deferred compensation liability				79,980			80,503
Other liabilities				27,729			29,739

		Total liabilities		704,037			724,018
Minority interest				2,967			3,748
Commitments and contingencies
Stockholders' Equity:
	Preferred stock, $0.01 par value; 8,000,000 shares authorized; no shares issued or outstanding			—			—
	Common stock, $0.01 par value; 100,000,000 shares authorized; 20,636,051 and 20,605,023 shares outstanding at March 31, 2001 and December 31, 2000			217			217
	Additional paid-in capital			365,420			364,168
	Notes receivable from sale of stock			(11,661	)		(11,847	)
	Accumulated deficit			(91,943	)		(89,097	)
	Accumulated other comprehensive loss			(21,897	)		(12,258	)
	Treasury stock at cost, 1,072,155 shares at March 31, 2001 and December 31, 2000			(15,844	)		(15,844	)

		Total stockholders' equity		224,292			235,339

		Total liabilities and stockholders' equity	$	931,296		$	963,105

			Three Months Ended March 31
			2001			2000
Revenue:
	Leases		$	103,166		$	99,753
	Sales			73,843			74,281
	Property and facilities management fees			27,872			25,285
	Consulting and referral fees			16,367			16,314
	Appraisal fees			18,836			16,284
	Loan origination and servicing fees			14,812			9,263
	Investment management fees			8,549			7,337
	Other			9,053			12,402

		Total revenue		272,498			260,919
Costs and Expenses:
	Commissions, fees and other incentives			124,398			113,963
	Operating, administrative and other			134,079			127,148
	Depreciation and amortization			11,696			10,569

Operating income				2,325			9,239
Interest income				800			489
Interest expense				9,055			9,685

(Loss) income before (benefit) provision for income tax				(5,930	)		43
(Benefit) provision for income tax				(3,084	)		23

Net (loss) income			$	(2,846	)	$	20

Basic (loss) earnings per share			$	(0.13	)	$	—

Weighted average shares outstanding for basic (loss) earnings per share				21,309,550			20,819,268

Diluted (loss) earnings per share			$	(0.13	)	$	—

Weighted average shares outstanding for diluted (loss) earnings per share				21,309,550			20,851,184

			Three Months Ended March 31
			2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income		$	(2,846	)	$	20
	Adjustments to reconcile net (loss) income to net cash used in operating activities:
		Depreciation and amortization excluding deferred financing costs		11,696			10,569
		Gain on sale of properties, businesses and servicing rights		(6,279	)		(4,735	)
		Deferred compensation deferrals		11,113			8,513
		Equity interest in earnings of unconsolidated subsidiaries		(1,042	)		(1,742	)
		Provision for doubtful accounts		1,173			987
	Decrease in receivables			27,920			20,973
	Increase in cash surrender value of insurance policies, deferred compensation plan			(8,064	)		(10,751	)
	Decrease in compensation and employee benefits payable and reserve for bonus and profit sharing			(100,714	)		(87,165	)
	Decrease in accounts payable and accrued expenses			(4,505	)		(6,783	)
	Decrease in income taxes payable			(17,632	)		(5,463	)
	(Decrease) increase in other liabilities			(11,664	)		1,777
	Other			(3,419	)		6,278

		Net cash used in operating activities		(104,263	)		(67,522	)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment			(6,639	)		(4,538	)
	Proceeds from sale of properties, businesses and servicing rights			6,105			11,304
	Distributions from (contributions to) investments in and advances to unconsolidated subsidiaries, net			3,276			(711	)
	Other investing activities, net			(3,278	)		259

		Net cash (used in) provided by investing activities		(536	)		6,314

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from revolving credit facility			142,000			88,000
	Repayment of revolving credit facility			(34,000	)		(27,000	)
	Repayment of senior notes and other loans, net			(2,786	)		(1,168	)
	Other financing activities, net			(274	)		(1,038	)

		Net cash provided by financing activities		104,940			58,794

Net increase (decrease) in cash and cash equivalents				141			(2,414	)
Cash and cash equivalents, at beginning of period				20,854			27,844
Effect of exchange rate changes on cash				(656	)		(639	)

Cash and cash equivalents, at end of period			$	20,339		$	24,791

SUPPLEMENTAL DATA:
	Cash paid during the period for:
		Interest (none capitalized)	$	3,733		$	6,074
		Income taxes, net	$	14,575		$	5,376

		CB RICHARD ELLIS SERVICES, INC.
Date: May 15, 2001		/s/ JAMES H. LEONETTI James H. Leonetti Chief Financial Officer

				Three Months Ended March 31
				2001					2000
				(Dollars in thousands)
Transaction Management
	Revenue:
		Leases		$	97,215		54.0	%	$	94,304	52.8	%
		Sales			70,303		39.1			71,922	40.3
		Other consulting and referral fees(1)			12,463		6.9			12,233	6.9

			Total revenue		179,981		100.0			178,459	100.0
	Costs and expenses:
		Commissions, fees and other incentives			101,622		56.5			94,912	53.2
		Operating, administrative and other			76,342		42.4			73,965	41.4
		Depreciation and amortization			6,147		3.4			4,951	2.8

	Operating (loss) income			$	(4,130	)	(2.3	)%	$	4,631	2.6	%

	EBITDA			$	2,017		1.1	%	$	9,582	5.4	%

Financial Services
	Revenue:
		Appraisal fees		$	18,368		32.8	%	$	15,941	38.5	%
		Loan origination and servicing fees			14,812		26.5			9,230	22.3
		Investment management fees			7,969		14.3			6,717	16.2
		Other(1)			14,770		26.4			9,509	23.0

			Total revenue		55,919		100.0			41,397	100.0
	Costs and expenses:
		Commissions, fees and other incentives			15,743		28.2			12,207	29.5
		Operating, administrative and other			30,081		53.8			25,405	61.4
		Depreciation and amortization			3,246		5.8			2,980	7.2

	Operating income			$	6,849		12.2	%	$	805	1.9	%

	EBITDA			$	10,095		18.1	%	$	3,785	9.1	%

Management Services
	Revenue:
		Property management fees		$	20,337		55.6	%	$	19,234	46.8	%
		Facilities management fees			6,881		18.8			5,291	12.9
		Other(1)			9,380		25.6			16,538	40.3