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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended March 31, 2003                
|or                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission file number 1-13531

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Trammell Crow Company(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                           |  | 75-2721454(IRS Employer Identification No.)
|------------------------------------------------------------------------------------------------ |  | -------------------------------------------
|2001 Ross Avenue
Suite 3400
Dallas, Texas(Address of principal executive offices)                |  | 75201(Zip Code)                            
|(214) 863-3000(Registrant's telephone number, including area code)                              
|Not applicable(Former name, former address and former
fiscal year, if changed since last report)

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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 ý    No o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes ý    No o

There
were 37,508,005 shares of the registrant's common stock outstanding as of May 9, 2003.

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TRAMMELL CROW COMPANY AND SUBSIDIARIES  INDEX

|         |  |                                                                                                                                                      |  | Page Number
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|PART I.  |  | Financial Information                                                                                                                                |  |            
|Item 1.  |  | Financial Statements                                                                                                                                 |  |            
|         |  | Condensed Consolidated Balance Sheets as of March 31, 2003 (unaudited) and December 31, 2002                                                         |  | 3          
|         |  | Condensed Consolidated Statements of Income for the three months ended March 31, 2003 and 2002 (unaudited)                                           |  | 4          
|         |  | Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2003 (unaudited) and the year ended December 31, 2002 |  | 5          
|         |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 (unaudited)                                       |  | 6          
|         |  | Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2003 and 2002 (unaudited)                             |  | 7          
|         |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                                                     |  | 8          
|Item 2.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                |  | 24         
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                           |  | 31         
|Item 4.  |  | Controls and Procedures                                                                                                                              |  | 32         
|PART II. |  | Other Information                                                                                                                                    |  |            
|Item 1.  |  | Legal Proceedings                                                                                                                                    |  | 33         
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                                                                     |  | 33         

2

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PART IFINANCIAL INFORMATION

ITEM 1.Financial Statements

TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

|                                                   |                                                                                                                                                                                                          | March 31,
2003            |         | December 31,
2002 |        
|-------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------- | ----------------- | -------
|
|ASSETS                                             |                                                                                                                                                                                                         
|Current assets                                     |                                                                                                                                                                                                          |                           |         |                   |        
|                                                   | Cash and cash equivalents                                                                                                                                                                                |                           | $       | 69,928            |        
|                                                   | Restricted cash                                                                                                                                                                                          |                           |         | 8,879             |        
|                                                   | Accounts receivable, net of allowance for doubtful accounts of $3,837 in 2003 and $4,663 in 2002                                                                                                         |                           |         | 93,588            |        
|                                                   | Receivables from affiliates                                                                                                                                                                              |                           |         | 4,404             |        
|                                                   | Notes and other receivables                                                                                                                                                                              |                           |         | 14,801            |        
|                                                   | Income taxes recoverable                                                                                                                                                                                 |                           |         | 779               |        
|                                                   | Deferred income taxes                                                                                                                                                                                    |                           |         | 3,838             |        
|                                                   | Real estate under development                                                                                                                                                                            |                           |         | 9,726             |        
|                                                   | Real estate and other assets held for sale                                                                                                                                                               |                           |         | 30,893            |        
|                                                   | Other current assets                                                                                                                                                                                     |                           |         | 12,400            |        
|                                                   |                                                                                                                                                                                                          |                           |         |                   |        
|                                                   |                                                                                                                                                                                                          | Total current assets      |         |                   | 249,236
|Furniture and equipment, net                       |                                                                                                                                                                                                          |                           | 21,361  |                   |        
|Deferred income taxes                              |                                                                                                                                                                                                          |                           | 20,443  |                   |        
|Real estate under development                      |                                                                                                                                                                                                          |                           | 54,941  |                   |        
|Real estate held for investment                    |                                                                                                                                                                                                          |                           | 62,583  |                   |        
|Investments in unconsolidated subsidiaries         |                                                                                                                                                                                                          |                           | 67,546  |                   |        
|Goodwill, net                                      |                                                                                                                                                                                                          |                           | 74,186  |                   |        
|Other assets                                       |                                                                                                                                                                                                          |                           | 20,075  |                   |        
|                                                   |                                                                                                                                                                                                          |                           |         |                   |        
|                                                   |                                                                                                                                                                                                          | $                         | 570,371 |                   | $      
|                                                   |                                                                                                                                                                                                          |                           |         |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY               |                                                                                                                                                                                                         
|Current liabilities                                |                                                                                                                                                                                                          |                           |         |                   |        
|                                                   | Accounts payable                                                                                                                                                                                         |                           | $       | 18,432            |        
|                                                   | Accrued expenses                                                                                                                                                                                         |                           |         | 79,375            |        
|                                                   | Income taxes payable                                                                                                                                                                                     |                           |         |                  |        
|                                                   | Current portion of long-term debt                                                                                                                                                                        |                           |         |                  |        
|                                                   | Current portion of capital lease obligations                                                                                                                                                             |                           |         | 2,797             |        
|                                                   | Current portion of notes payable on real estate                                                                                                                                                          |                           |         | 57,934            |        
|                                                   | Liabilities related to real estate and other assets held for sale                                                                                                                                        |                           |         | 26,665            |        
|                                                   | Other current liabilities                                                                                                                                                                                |                           |         | 6,829             |        
|                                                   |                                                                                                                                                                                                          |                           |         |                   |        
|                                                   |                                                                                                                                                                                                          | Total current liabilities |         |                   | 192,032
|Long-term debt, less current portion               |                                                                                                                                                                                                          |                           | 15,000  |                   |        
|Capital lease obligations, less current portion    |                                                                                                                                                                                                          |                           | 524     |                   |        
|Notes payable on real estate, less current portion |                                                                                                                                                                                                          |                           | 17,567  |                   |        
|Other liabilities                                  |                                                                                                                                                                                                          |                           | 85      |                   |        
|                                                   |                                                                                                                                                                                                          |                           |         |                   |        
|                                                   |                                                                                                                                                                                                          | Total liabilities         |         |                   | 225,208
|Minority interest                                  |                                                                                                                                                                                                          |                           | 33,680  |                   |        
|Stockholders' equity                               |                                                                                                                                                                                                          |                           |         |                   |        
|                                                   | Preferred stock; $0.01 par value; 30,000,000 shares authorized; none issued or outstanding                                                                                                               |                           |         |                  |        
|                                                   | Common stock; $0.01 par value; 100,000,000 shares authorized; 37,783,595 shares issued and 37,732,153 shares outstanding in 2003, and 36,227,820 shares issued and 36,179,173 shares outstanding in 2002 |                           |         | 377               |        
|                                                   | Paid-in capital                                                                                                                                                                                          |                           |         | 191,842           |        
|                                                   | Retained earnings                                                                                                                                                                                        |                           |         | 132,018           |        
|                                                   | Accumulated other comprehensive loss                                                                                                                                                                     |                           |         | (178              | )      
|                                                   | Less:  Treasury stock                                                                                                                                                                                    |                           |         | (489              | )      
|                                                   | Unearned stock compensation, net                                                                                                                                                                         |                           |         | (12,087           | )      
|                                                   |                                                                                                                                                                                                          |                           |         |                   |        
|Total stockholders' equity                         |                                                                                                                                                                                                          |                           | 311,483 |                   |        
|                                                   |                                                                                                                                                                                                          |                           |         |                   |        
|                                                   |                                                                                                                                                                                                          | $                         | 570,371 |                   | $      
|                                                   |                                                                                                                                                                                                          |                           |         |                   |        

See accompanying notes.

3

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TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                                                                                                                  |                                    | For the Three Months Ended March 31, |        
|--------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ------------------------------------ | -------
|
|
|
|REVENUES                                                                                                                          |                                    |                                      |        
|                                                                                                                                  | Corporate Services:                |                                      |        
|                                                                                                                                  | Facilities management              |                                      | $      
|                                                                                                                                  | Corporate advisory services        |                                      |        
|                                                                                                                                  | Project management services        |                                      |        
|                                                                                                                                  |                                    |                                      |        
|                                                                                                                                  |                                    |                                      | 88,582 
|                                                                                                                                  | Institutional Services:            |                                      |        
|                                                                                                                                  | Property management                |                                      |        
|                                                                                                                                  | Brokerage                          |                                      |        
|                                                                                                                                  | Construction management            |                                      |        
|                                                                                                                                  |                                    |                                      |        
|                                                                                                                                  |                                    |                                      | 56,957 
|                                                                                                                                  | Development and construction fees  |                                      |        
|                                                                                                                                  |                                    |                                      |        
|                                                                                                                                  |                                    |                                      | 155,364
|                                                                                                                                  | Gain on disposition of real estate |                                      |        
|                                                                                                                                  | Other                              |                                      |        
|                                                                                                                                  |                                    |                                      |        
|                                                                                                                                  |                                    |                                      | 160,786
|COSTS AND EXPENSES                                                                                                                |                                    |                                      |        
|                                                                                                                                  | Salaries, wages and benefits       |                                      |        
|                                                                                                                                  | Commissions                        |                                      |        
|                                                                                                                                  | General and administrative         |                                      |        
|                                                                                                                                  | Depreciation                       |                                      |        
|                                                                                                                                  | Amortization                       |                                      |        
|                                                                                                                                  | Interest                           |                                      |        
|                                                                                                                                  |                                    |                                      |        
|                                                                                                                                  |                                    |                                      | 160,798
|                                                                                                                                  |                                    |                                      |        
|Loss from continuing operations before income taxes, minority interest and income from investments in unconsolidated subsidiaries |                                    |                                      | (12    
|Income tax benefit                                                                                                                |                                    |                                      | 5      
|Minority interest, net of income tax expense of $169 and $258 in 2003 and 2002, respectively                                      |                                    |                                      | 220    
|Income from investments in unconsolidated subsidiaries, net of income tax expense of $40 and $971 in 2003 and 2002, respectively  |                                    |                                      | 52     
|                                                                                                                                  |                                    |                                      |        
|Income from continuing operations                                                                                                 |                                    |                                      | 265    
|Income from discontinued operations, net of income tax expense of $679                                                            |                                    |                                      | 879    
|                                                                                                                                  |                                    |                                      |        
|Net income                                                                                                                        |                                    | $                                    | 1,144  
|                                                                                                                                  |                                    |                                      |        
|Income per share from continuing operations:                                                                                      |                                    |                                      |        
|                                                                                                                                  | Basic                              |                                      | $      
|                                                                                                                                  |                                    |                                      |        
|                                                                                                                                  | Diluted                            |                                      | $      
|                                                                                                                                  |                                    |                                      |        
|Income per share from discontinued operations, net of income taxes:                                                               |                                    |                                      |        
|                                                                                                                                  | Basic                              |                                      | $      
|                                                                                                                                  |                                    |                                      |        
|                                                                                                                                  | Diluted                            |                                      | $      
|                                                                                                                                  |                                    |                                      |        
|Net income per share:                                                                                                             |                                    |                                      |        
|                                                                                                                                  | Basic                              |                                      | $      
|                                                                                                                                  |                                    |                                      |        
|                                                                                                                                  | Diluted                            |                                      | $      
|                                                                                                                                  |                                    |                                      |        
|Weighted average common shares outstanding:                                                                                       |                                    |                                      |        
|                                                                                                                                  | Basic                              |                                      |        
|                                                                                                                                  | Diluted                            |                                      |        

See accompanying notes.

4

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TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months ended March 31, 2003 (Unaudited) and Year ended December 31, 2002
(in thousands, except share data)

|                             |                                                                  | Common Shares |           |         |          |   |     |    |   | Accumulated
Other
Comprehensive
Income (Loss) |        |   |         |        |   |        |      
|---------------------------- | ---------------------------------------------------------------- | ------------- | --------- | ------- | -------- | - | --- | -- | - | --------------------------------------------- | ------ | - | ------- | ------ | - | ------ | -----
|
|
|Balance at January 1, 2002   |                                                                  | 35,879,515    |           | 295,092 |          | $ | 359 |    | $ | 176,354                                       |        | $ | 115,084 |        | $ | (1,331 | )    
|                             | Net income                                                       |               |          |         |         |   |     |   |   |                                               |       |   |         | 16,653 |   |        |     
|                             | Issuance of restricted stock                                     |               | 30,000    |         |         |   |     |   |   |                                               | 417    |   |         |       |   |        |     
|                             | Forfeiture of restricted stock                                   |               |          |         | 41,614   |   |     |   |   |                                               | (96    | ) |         |       |   |        |     
|                             | Amortization of unearned stock compensation                      |               |          |         |         |   |     |   |   |                                               |       |   |         |       |   |        |     
|                             | Issuance of common stock                                         |               | 318,305   |         | (288,059 | ) |     | 3  |   |                                               | 2,302  |   |         | (863   | ) |        |     
|                             | Foreign currency translation adjustment, net of tax              |               |          |         |         |   |     |   |   |                                               |       |   |         |       |   |        | 1,208
|                             | Change in fair value of interest rate swap agreement, net of tax |               |          |         |         |   |     |   |   |                                               |       |   |         |       |   |        | (466 
|                             |                                                                  |               |           |         |          |   |     |    |   |                                               |        |   |         |        |   |        |      
|Balance at December 31, 2002 |                                                                  | 36,227,820    |           | 48,647  |          |   | 362 |    |   | 178,977                                       |        |   | 130,874 |        |   | (589   | )    
|                             | Net income                                                       |               |          |         |         |   |     |   |   |                                               |       |   |         | 1,144  |   |        |     
|                             | Issuance of restricted stock                                     |               | 1,413,000 |         |         |   |     | 14 |   |                                               | 11,787 |   |         |       |   |        |     
|                             | Forfeiture of restricted stock                                   |               |          |         | 2,795    |   |     |   |   |                                               | (13    | ) |         |       |   |        |     
|                             | Amortization of unearned stock compensation                      |               |          |         |         |   |     |   |   |                                               |       |   |         |       |   |        |     
|                             | Issuance of common stock                                         |               | 142,775   |         |         |   |     | 1  |   |                                               | 1,091  |   |         |       |   |        |     
|                             | Foreign currency translation adjustment, net of tax              |               |          |         |         |   |     |   |   |                                               |       |   |         |       |   |        | 74   
|                             | Change in fair value of interest rate swap agreement, net of tax |               |          |         |         |   |     |   |   |                                               |       |   |         |       |   |        | 337  
|                             |                                                                  |               |           |         |          |   |     |    |   |                                               |        |   |         |        |   |        |      
|Balance at March 31, 2003    |                                                                  | 37,783,595    |           | 51,442  |          | $ | 377 |    | $ | 191,842                                       |        | $ | 132,018 |        | $ | (178   | )    
|                             |                                                                  |               |           |         |          |   |     |    |   |                                               |        |   |         |        |   |        |      

See accompanying notes.

5

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TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                   |                                                                | For the Three Months
Ended March 31,                                 |        
|------------------------------------------------------------------ | -------------------------------------------------------------- | -------------------------------------------------------------------- | -------
|
|
|
|Operating activities                                               |                                                                |                                                                      |        
|Cash flows from earnings:                                          |                                                                |                                                                      |        
|                                                                   | Net income                                                     |                                                                      | $      
|                                                                   | Reconciliation of net income to net cash provided by earnings: |                                                                      |        
|                                                                   |                                                                | Depreciation                                                         |        
|                                                                   |                                                                | Amortization                                                         |        
|                                                                   |                                                                | Amortization of employment contracts and unearned stock compensation |        
|                                                                   |                                                                | Amortization of contract intangibles                                 |        
|                                                                   |                                                                | Bad debt expense                                                     |        
|                                                                   |                                                                | Provision for losses on real estate                                  |        
|                                                                   |                                                                | Minority interest                                                    |        
|                                                                   |                                                                | Discontinued operations, net of income taxes                         |        
|                                                                   |                                                                | Deferred income tax benefit                                          |        
|                                                                   |                                                                | Income from investments in unconsolidated subsidiaries               |        
|                                                                   |                                                                |                                                                      |        
|                                                                   | Net cash provided by earnings                                  |                                                                      |        
|                                                                   | Changes in operating assets and liabilities:                   |                                                                      |        
|                                                                   |                                                                | Restricted cash                                                      |        
|                                                                   |                                                                | Accounts receivable                                                  |        
|                                                                   |                                                                | Receivables from affiliates                                          |        
|                                                                   |                                                                | Notes receivable and other assets                                    |        
|                                                                   |                                                                | Real estate held for sale and under development                      |        
|                                                                   |                                                                | Notes payable on real estate held for sale and under development     |        
|                                                                   |                                                                | Accounts payable and accrued expenses                                |        
|                                                                   |                                                                | Income taxes payable/recoverable                                     |        
|                                                                   |                                                                | Other liabilities                                                    |        
|                                                                   |                                                                |                                                                      |        
|                                                                   | Net cash flows from changes in working capital                 |                                                                      |        
|                                                                   |                                                                |                                                                      |        
|Net cash used in operating activities                              |                                                                |                                                                      | (1,099 
|                                                                   |                                                                |                                                                      |        
|Investing activities                                               |                                                                |                                                                      |        
|Expenditures for furniture and equipment                           |                                                                |                                                                      | (887   
|Additions to real estate held for investment                       |                                                                |                                                                      | (83    
|Investments in unconsolidated subsidiaries                         |                                                                |                                                                      | (587   
|Distributions from unconsolidated subsidiaries                     |                                                                |                                                                      | 4,308  
|                                                                   |                                                                |                                                                      |        
|Net cash provided by (used in) investing activities                |                                                                |                                                                      | 2,751  
|                                                                   |                                                                |                                                                      |        
|Financing activities                                               |                                                                |                                                                      |        
|Principal payments on long-term debt and capital lease obligations |                                                                |                                                                      | (10,047
|Proceeds from long-term debt                                       |                                                                |                                                                      | 5,000  
|Contributions from minority interest                               |                                                                |                                                                      | 51     
|Distributions to minority interest                                 |                                                                |                                                                      | (5,596 
|Payments on notes payable on real estate held for investment       |                                                                |                                                                      | (229   
|Proceeds from exercise of stock options                            |                                                                |                                                                      |       
|Proceeds from issuance of common stock                             |                                                                |                                                                      | 1,092  
|                                                                   |                                                                |                                                                      |        
|Net cash (used in) provided by financing activities                |                                                                |                                                                      | (9,729 
|                                                                   |                                                                |                                                                      |        
|Net decrease in cash and cash equivalents                          |                                                                |                                                                      | (8,077 
|Cash and cash equivalents, beginning of period                     |                                                                |                                                                      | 78,005 
|                                                                   |                                                                |                                                                      |        
|Cash and cash equivalents, end of period                           |                                                                | $                                                                    | 69,928 
|                                                                   |                                                                |                                                                      |        

See accompanying notes.

6

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TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

|                     |                                    | For the Three Months Ended March 31,                                                                      |      
|-------------------- | ---------------------------------- | --------------------------------------------------------------------------------------------------------- | -----
|
|
|Net income           |                                    | $                                                                                                         | 1,144
|                     | Other comprehensive income (loss): |                                                                                                           |      
|                     |                                    | Foreign currency translation adjustments, net of tax expense (benefit) of $39 in 2003 and $(35) in 2002   |      
|                     |                                    | Change in fair value of interest rate swap agreement, net of tax expense of $229 in 2003 and $144 in 2002 |      
|                     |                                    |                                                                                                           |      
|Comprehensive income |                                    | $                                                                                                         | 1,555
|                     |                                    |                                                                                                           |      

See
accompanying notes.

7

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TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2003
(in thousands, except share and per share data)
(Unaudited)

1.    General

The condensed consolidated interim financial statements of Trammell Crow Company (the "Company") included herein have been prepared in accordance with the
requirements for interim financial statements and do not include all disclosures required under accounting principles generally accepted in the United States ("GAAP") for complete financial
statements. These financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002. In the opinion of management, all adjustments and eliminations, consisting only of recurring adjustments, necessary for a fair presentation of the financial statements
for the interim periods have been made. Interim results of operations are not necessarily indicative of the results to be expected for the full year.

The
Company has experienced and expects to continue to experience quarterly variations in revenues and net income as a result of several factors. The Company's quarterly revenues tend to
increase throughout the year, particularly in the last quarter of the year, because its clients have demonstrated a tendency to close transactions toward the end of the year. The timing and
introduction of new contracts, the disposition of investments in real estate assets and other factors may also cause quarterly fluctuations in the Company's results of operations.

Restatement

As noted in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange
Commission on March 31, 2003, the Company has restated its condensed consolidated financial statements for the three months ended
March 31, 2002, to conform to the presentation for the three months and year ended December 31, 2002. The reclassifications and adjustments noted in the Form 10-K had
no impact on net income, earnings per share or stockholders' equity in any period. These reclassifications and adjustments included the elimination of intercompany transactions and a change in the
financial statement presentation of income from investments in unconsolidated subsidiaries and minority interest from components of revenue and costs and expenses, respectively, to single line items,
net of income taxes. In addition, the Company reclassified certain revenues and expenses as a result of the application of the provisions of EITF 01-14,Income
Statement Characterization of Reimbursements Received for "Out-of-Pocket" Expenses Incurred,and EITF 01-09, Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's
Products.

Use of Estimates

The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates.

Income Taxes

The Company accounts for income taxes using the liability method. Deferred income taxes result from temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for federal and state income tax purposes, and are measured using the enacted tax rates and laws that will be in effect when the
differences reverse.

8

---

Earnings Per Share

The weighted-average common shares outstanding used to calculate diluted earnings per share for the three months ended March 31, 2003 and 2002, include
673,274 and 1,181,600 shares, respectively, to reflect the dilutive effect of options to purchase shares of common stock.

Stock-Based Compensation

The Company has elected to use the intrinsic method under Accounting Principles Board Opinion No. 25,Accounting for Stock Issued
to Employees("APB 25"), to account for its stock-based compensation arrangements. Compensation expense for stock options is recognized to the extent the market price of the
underlying stock on the date of grant exceeds the exercise price of the option. The Company recognizes compensation expense related to restricted stock awards over the vesting period of the underlying
award in an amount equal to the fair market value of the Company's stock on the date of grant.

Pro
forma information regarding net income (loss) and net income (loss) per share, shown in the table below, has been determined as if the Company had applied the fair value recognition
provisions of Statement of Financial Accounting Standards No. 123,Accounting for Stock-Based Compensation.

Three Months Ended March 31,2003

2002Net income, as reported

$
1,144

$
196Add: Stock-based employee compensation expense included in net income, net of related tax effects


274


119Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects


1,340


437Pro forma net income (loss)

$
78

$
(122
)Net income (loss) per share:Basicas reported

$
0.03

$
0.01Basicpro forma

$
0.00

$
(0.00
)Net income (loss) per share:Dilutedas reported

$
0.03

$
0.01Dilutedpro forma

$
0.00

$
(0.00
)


Reclassifications

In accordance with Statement of Financial Accounting Standards No. 144,Accounting for the Impairment or Disposal of
Long-Lived Assets("FAS 144"), certain assets and liabilities for the year ended December 31, 2002, have been reclassified to conform to the
presentation for the three months

9

---

ended
March 31, 2003 (see Note 7). As a result, certain asset and liability balances differ from the amounts reported in previously filed documents.

New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46,Consolidation of Variable Interest
Entities("FIN 46"). FIN 46 addresses consolidation by business enterprises of variable interest entities. The Company is in the process of determining which of its investments
in unconsolidated subsidiaries qualify as "variable interest entities" and assessing the impact of FIN 46 on its consolidated financial statements. As required, the Company will apply the provisions
of FIN 46 to entities formed prior to February 1, 2003, in the three months ending September 30, 2003. The provisions of FIN 46 have been applied to entities formed after
January 31, 2003.

2.    Real Estate

All real estate is included in the Company's Development and Investment segment (see Note 12). At March 31, 2003, and December 31, 2002, real
estate owned by the Company consists of the following:

March 31, 2003

December 31, 2002Real estate under development (current)

$
9,726

$
5,258Real estate included in assets held for sale (see Note 7)(1)


30,538


50,134Real estate under development (non-current)


54,941


57,254Real estate held for investment(2)


62,583


61,527$
157,788

$
174,173


---

10

---



In
the three months ended March 31, 2003, the Company sold its 50% partnership interest in a consolidated subsidiary to the other partner in the partnership for a net sales price
of $1,032. The transaction resulted in a non-cash decrease in real estate and other assets held for sale of $11,004 (accounts receivable of $4 and real estate of $11,000), a decrease in
cash (included in real estate and other assets held for sale) of $92, and a non-cash reduction in liabilities related to real estate and other assets held for sale of $11,804 (decrease in
accounts payable of $61, increase in accrued expenses of $164, decrease in notes payable on real estate of $11,907), and a non-cash increase in minority interest of $210. The Company
recognized a gain on disposition of $1,530 as a result of this transaction.

During
the three months ended March 31, 2002, upon substantial completion of two real estate projects under development, the Company and outside partners contributed a total of
$2,703 and $30,398, respectively, to the Company's consolidated real estate subsidiaries owning such projects. The funds were used to pay off debt totaling $33,101, and the Company was released from
its guarantees of such debt. As it no longer exercised control over the entities, during the three months ended March 31, 2002, the Company began using the equity method of accounting for these
two real estate subsidiaries, resulting in a non-cash reduction of real estate held for sale totaling $33,776 and a non-cash increase in investments in unconsolidated
subsidiaries totaling $675. No gain or loss was recognized on these transactions.

3.    Investments in Unconsolidated Subsidiaries

Investments in unconsolidated subsidiaries consist of the following:

March 31,
2003

December 31,
2002Real estate

$
43,137

$
45,433Other


24,409


26,030$
67,546

$
71,463


The
Company owns approximately 10.0% of the outstanding stock of Savills plc ("Savills"), a property services firm headquartered in the United Kingdom and a leading provider of real
estate services in Europe, Asia-Pacific and Australia. The investment is classified as an "other" investment in the table above.

While
it has not yet completed its evaluation of its investments in entities formed prior to February 1, 2003, under FIN 46, the Company believes it is reasonably possible that
some of the unconsolidated subsidiaries in which it has an investment may be considered variable interest entities under FIN 46 and will therefore be consolidated if the Company is the primary
beneficiary of such variable interest entities, as defined in FIN 46. The Company expects that its maximum exposure to loss as a result of its involvement with such variable interest entities would be
limited to the amount of its investments in such entities plus any commitments to contribute additional capital, plus the amount

11

---

of
any guarantees of debt of the underlying investments. At March 31, 2003, the Company had a commitment to loan additional funds of $3,000 to an unconsolidated subsidiary and had guaranteed
repayment of a maximum of $75,952 of real estate notes payable of its unconsolidated subsidiaries of which $52,866 is outstanding at March 31, 2003 (see Note 11).

Summarized
operating results for unconsolidated subsidiaries accounted for on the equity method are as follows:

For the Three Months Ended March 31,2003

2002Real Estate:Total revenues

$
15,300

$
15,842Total expenses


9,474


11,125Net income

$
5,826

$
4,717Other:Total revenues

$
82,319

$
77,356Total expenses


82,002


77,008Net income

$
317

$
348Total:Total revenues

$
97,619

$
93,198Total expenses


91,476


88,133Net income

$
6,143

$
5,065


12

---

4.    Accrued Expenses

Accrued expenses consist of the following:

March 31,
2003

December 31,
2002Payroll and bonuses

$
24,711

$
43,180Commissions


23,227


33,260Development costs


11,545


12,262Deferred income


3,533


3,294Interest


773


911Insurance


2,455


44Restructuring charges (see Note 13)


2,235


2,609Other


11,145


10,11279,624


105,672Less: Accrued expenses included in liabilities related to real estate and other assets held for sale


(249
)

(888
)$
79,375

$
104,784


5.    Long-Term Debt

Long-term debt consists of the following:

March 31,
2003

December 31,
2002Borrowings under $150,000 line of credit with a bank (the "Credit Facility")

$
15,000

$
19,000Other





70Total long-term debt


15,000


19,070Less current portion of long-term debt





70$
15,000

$
19,000


The
Company is subject to various covenants associated with the Credit Facility, such as maintenance of minimum equity and liquidity and certain key financial data. In addition, the
Company may not pay dividends or make other distributions on account of its common stock exceeding 50% of the previous year's net income before depreciation and amortization, and there are certain
restrictions on investments and acquisitions that can be made by the Company. At March 31, 2003, the Company is in compliance with all debt covenants of the Credit Facility.

The
covenants associated with the Credit Facility and the amount of the Company's other borrowings and contingent liabilities may have the effect of limiting the credit available to the
Company under the Credit Facility to an amount less than the $150,000 commitment. At March 31, 2003, the Company has unused borrowing capacity of $116,779 (taking into account letters of credit
outstanding) under its Credit Facility.

13

---

6.    Notes Payable on Real Estate

Notes payable on real estate consist of the following:

March 31,
2003

December 31,
2002Current portion of notes payable on real estate

$
57,934

$
26,186Notes payable on real estate included in liabilities related to real estate and other assets held for sale (see Note 7)


26,342


42,219Total notes payable on real estate, current portion


84,276


68,405Notes payable on real estate, non-current portion


17,567


45,402Total notes payable on real estate

$
101,843

$
113,807


Notes
payable on real estate held for sale are included in liabilities related to real estate and other assets held for sale. Notes payable on real estate under development (current) are
included in current portion of notes payable on real estate. Notes payable on real estate under development (non-current) and real estate held for investment are classified according to
payment terms and maturity date.

At
March 31, 2003, $5,245 of the current portion and $2,372 of the non-current portion of notes payable on real estate is recourse to the Company. With respect to the
project to which the $2,372 non-current recourse obligation relates, the Company has an agreement with an institutional investor to purchase the project upon completion, the proceeds of
which will be used to repay the related note payable.

7.    Real Estate and Other Assets Held for Sale and Related Liabilities

Real estate and other assets held for sale include completed real estate projects or land for sale in their present condition that have met all of the "held for
sale" criteria of FAS 144 and other assets related to such completed projects. Liabilities related to real estate and other assets held for sale have been included as a single line item in the
Company's balance sheet. In accordance with FAS 144, balances related to assets classified as held for sale at March 31, 2003, that were not classified as such at December 31,
2002, have been reclassified in the Company's balance sheet as of December 31, 2002.

14

---



Real estate and other assets held for sale and related liabilities are as follows:

March 31,
2003

December 31,
2002Assets:Cash and cash equivalents

$


$
92Accounts receivable, net of allowance for doubtful accounts





143Notes and other receivables





256Real estate held for sale (see Note 2)


30,538


50,134Other current assets


211


545Other assets


144


264Total real estate and other assets held for sale


30,893


51,434Liabilities:Accounts payable





41Accrued expenses


249


888Current portion of notes payable on real estate (see Note 6)


26,342


42,219Other current liabilities


74


80Total liabilities related to real estate and other assets held for sale


26,665


43,228Net real estate and other assets held for sale

$
4,228

$
8,206


8.    Stockholders' Equity

A summary of the Company's stock option activity for the three months ended March 31, 2003, is as follows:

|                                      |  | Exercise Price
of $3.85 (below
market price
at grant date) |  | Exercise Price
of $10.00 to
$14.50 (at
market price
at grant date) |   | Exercise Price
of $14.51 to
$22.75 (at
market price
at grant date) |   | Exercise Price
of $22.76 to
$36.00 (at
market price
at grant date) |  | Total     |  
|------------------------------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------------ | - | ------------------------------------------------------------------ | - | ------------------------------------------------------------------ |  | --------- | -
|Options outstanding:                  |  |                                                            |  |                                                                    |   |                                                                    |   |                                                                    |  |           |  
|December 31, 2002                     |  | 1,017,395                                                  |  | 3,295,486                                                          |   | 2,285,885                                                          |   | 165,447                                                            |  | 6,764,213 |  
|Granted                               |  |                                                           |  |                                                                   |   |                                                                   |   |                                                                   |  |          |  
|Exercised                             |  |                                                           |  |                                                                   |   |                                                                   |   |                                                                   |  |          |  
|Forfeited                             |  |                                                           |  | (4,000                                                             | ) | (20,077                                                            | ) |                                                                   |  | (24,077   | )
|                                      |  |                                                            |  |                                                                    |   |                                                                    |   |                                                                    |  |           |  
|March 31, 2003                        |  | 1,017,395                                                  |  | 3,291,486                                                          |   | 2,265,808                                                          |   | 165,447                                                            |  | 6,740,136 |  
|                                      |  |                                                            |  |                                                                    |   |                                                                    |   |                                                                    |  |           |  
|Options exercisable at March 31, 2003 |  | 1,017,395                                                  |  | 1,153,111                                                          |   | 2,063,612                                                          |   | 158,475                                                            |  | 4,392,593 |  
|                                      |  |                                                            |  |                                                                    |   |                                                                    |   |                                                                    |  |           |  

15

---

9.    Gain on Disposition of Real Estate and Discontinued Operations

During the three months ended March 31, 2003, the Company sold four real estate projects for an aggregate sales price of $5,133, resulting in an aggregate
gain on disposition of $4,511. In one other transaction, the Company recognized $257 of deferred gain from a disposition in a prior period. During the three months ended March 31, 2002, the
Company sold four real estate projects for an aggregate net sales price of $5,602, resulting in an aggregate gain on disposition of $638, and recognized $294 of deferred gain resulting from a previous
period disposition.

Additionally,
in the three months ended March 31, 2003, the Company sold two real estate projects that were considered "components of an entity" as defined by FAS 144 and
for which the Company did not have any significant involvement in the operations of the project after their disposal. The aggregate sales price for these two projects was $12,380, and the Company
recognized an aggregate gain on disposition of $1,723. The aggregate gain on disposition related to these dispositions and the operations of the Company's real estate held for sale have been
separately reported as discontinued operations,
net of applicable income taxes. The components of discontinued operations for the three months ended March 31, 2003, are as follows:

Revenues:Development and construction fees

$
123Gain on disposition of real estate


1,723Other


171,863Expenses:Salaries, wages and benefits


55Commissions


197General and administrative


35Interest


14Amortization


4305Income from discontinued operations, before income taxes


1,558Income tax expense


679Income from discontinued operations, net of income taxes

$
879


There
were no such discontinued operations in the three months ended March 31, 2002.

10.    Financial Instruments

As required under the Company's Credit Facility, the Company has entered into various interest rate agreements to manage market risks related to changes in
interest rates. The Company's participation in derivative transactions has been limited to hedging purposes. Derivative instruments are not held or issued for trading purposes.

16

---

On
March 24, 2001, an existing interest rate swap agreement was renewed for a 24-month period ending March 24, 2003, with a notional amount of $150,000. This
interest rate swap agreement established a fixed interest pay rate of 4.68% on a portion of the Company's variable rate debt. Under the interest rate swap agreement, if the actual LIBOR-based rate was
less than the specified fixed interest rate, the Company was obligated to pay the differential interest amount, such amount being recorded as incremental interest expense. Conversely, if the
LIBOR-based rate was greater than the specified fixed interest rate, the differential interest amount was paid to the Company and recorded as a reduction of interest expense. The weighted average
receive rates under the interest rate swap agreement for the three months ended March 31, 2003 and 2002, were 1.37% and 1.85%, respectively. In connection with this agreement, the Company
recorded incremental interest expense, excluding the liability reduction described below, of $567 and $77 for the three months ended March 31, 2003 and 2002, respectively.

Prior
to November 1, 2001, the interest rate swap agreement was not effectively designated as a hedge (although it was entered into for hedging purposes), and the Company
recognized changes in fair value in current period earnings. For the period from January 1, 2001 through October 31, 2001, $4,809 was charged to expense due to a change in fair value of
the interest rate swap agreement. As of November 1, 2001, in accordance with Statement of Financial Accounting Standards No. 133,Accounting for Derivative
Instruments and Hedging Activities("FAS 133"), the Company designated the interest rate swap agreement as a cash flow hedge of the Company's variable interest flow
exposure, and began assessing effectiveness of the cash flow hedge in accordance with the hypothetical derivative method of FAS 133 Implementation Issue G7. The hypothetical derivative method
captured the impact of the $4,809 swap liability already existing at November 1, 2001, as future hedge ineffectiveness of the newly designated hedge relationship because the liability
originated from interest rate movements prior to the application of hedge accounting. Accordingly, changes in fair value of the interest rate swap agreement attributable solely to the passage of time
and payments made to settle the liability serve to reduce the liability, therefore benefiting net income in future periods. During the three months ended March 31, 2003 and 2002, the Company
recorded $588 and $996, respectively, of payments against its liability that would have been recorded to interest expense had the interest rate swap agreement been designated as a hedge since its
inception. Changes in the fair value of the interest rate swap agreement attributable to changes in benchmark market interest rates represented the effective portion of the hedge relationship and were
recorded in other comprehensive income in accordance with FAS 133. Any hedge ineffectiveness was recorded in current period earnings. The interest rate swap agreement expired on
March 24, 2003, therefore the liability balance is zero at March 31, 2003.

On
September 1, 2002, as a result of a decrease in the Company's floating interest rate debt, the Company dedesignated $50,000 of the interest rate swap agreement previously
designated as a hedge in order to maintain the relationship between the notional amount of the designated portion of the interest rate swap agreement and the amount of the Company's floating rate
debt. On November 30, 2002, an additional $25,000 was dedesignated. By dedesignating a portion of the interest rate swap agreement as a hedge, the remaining designated portion was still deemed
an effective hedge. As a result of these changes, the Company recognized $4 of expense in the three months ended March 31,

17

---

2003,
related to the change in fair value of the portion of the interest rate swap agreement that was not designated as a hedge.

Upon
expiration of the interest rate swap agreement in March 2003, the Company entered into an interest rate cap agreement in order to fulfill the interest rate agreement
requirement under the Company's Credit Facility. The notional amount of the interest rate cap agreement is $20,000 and the Company will receive payments if the 30-day LIBOR-based interest
rate exceeds 2.5%. The interest rate cap agreement has been designated as an effective hedge and, to the extent the hedging relationship remains effective, changes in fair value of the interest rate
cap agreement will be recorded in other comprehensive income. The interest rate cap agreement expires on June 27, 2003, and has no fair market value at March 31, 2003.

In
March 2003, the Company entered into another interest rate cap agreement in order to limit its interest expense on a construction loan with a 30-day LIBOR-based
floating interest rate related to a consolidated real estate project. The interest rate cap agreement has a notional amount of $11,400 and the Company will receive payments if the LIBOR-based interest
rate exceeds 3.5%. The interest rate cap agreement has not been designated as a hedge, and therefore the interest rate cap agreement will be marked to market each period with the change in fair market
value recognized in current period earnings. The interest rate cap agreement expires on March 1, 2005. As of March 31, 2003, amounts recorded by the Company related to this interest rate
cap agreement were not material.

Accounts
receivable, accounts payable and accrued expenses and other liabilities are carried at amounts that reasonably approximate their fair values. The fair values of the Company's
long-term debt and notes payable on real estate reasonably approximate their fair values based on the Company's incremental borrowing rates for similar types of borrowing arrangements.

11.    Commitments and Contingencies

In the first quarter of 2003, the Company adopted FASB Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Direct Guarantees of Indebtedness of Others("FIN 45"). The initial recognition and measurement provisions of FIN 45 are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002. The Company did not issue or modify any guarantees in the first quarter of 2003 that were required to be recorded at fair value
in the Company's financial statements.

At
March 31, 2003, the Company has guaranteed repayment of a maximum of $75,952 of real estate notes payable of its unconsolidated subsidiaries of which $52,866 of the underlying
notes payable is outstanding as of March 31, 2003. These notes are secured by the underlying real estate and have maturity dates through March 2006. With respect to two of the projects
to which these guarantees relate, the Company either has agreements with institutional or investment grade investors to contribute capital to the project upon completion, the proceeds of which will be
used to repay the related note payable, or has leases with or guaranteed by investment grade companies, which management believes mitigates its risk of incurring any future liability under the
guarantees. The aggregate outstanding amount the Company has guaranteed with respect to these two projects totals $38,497 at March 31, 2003.

18

---

With
respect to a note payable of an unconsolidated subsidiary, the Company has a guaranty related to funds disbursed to such subsidiary out of an escrow account established upon the
inception of the underlying note in 2002. The escrow was established to fund costs related to tenant improvements and leasing commissions for the underlying real estate project. As funds are disbursed
to the project, the Company guarantees to the lender the amount of the disbursement until certificates of occupancy evidencing completion of tenant improvements or evidence of completion of leasing
transactions are received by the lender, at which time the Company is released from its guaranty. The maximum amount of the guaranty is $9,604, of which $2,050 is outstanding at March 31, 2003.
The Company does not expect to make any payments under this guaranty.

The
Company has a commitment to loan up to $4,500 to an unconsolidated subsidiary, of which $1,500 was funded in the first quarter of 2003. The remaining commitment of $3,000 is required
to be funded on or before January 9, 2004. Loans made under the commitment accrue interest from the date advanced until the date repaid at an annual rate of 18% through June 30, 2004,
and thereafter at an annual rate of 25%. The loans are due and payable on June 16, 2006, but may be repaid prior to such date should the unconsolidated subsidiary obtain alternate financing
from a third party lender. Repayment of the loans is subordinate to other debt and the unconsolidated subsidiary's obligations to pay certain preferred returns.

At
March 31, 2003, the Company has outstanding letters of credit totaling $18,296, of which $5,044 is recorded in other current liabilities and $2,953 collateralizes a portion of
the Company's guarantee of real estate notes payable of an unconsolidated subsidiary, included in guarantees described above. The letters of credit expire at varying dates through
September 2004.

In
addition, at March 31, 2003, the Company has numerous completion and budget guarantees relating to development projects. Each of these guarantees requires the Company to
complete construction of the relevant project within a specified time frame and/or within a specified budget, with the Company potentially being liable for costs to complete in excess of such budget.
However, the Company generally has "guaranteed maximum price" contracts with reputable general contractors, which are intended to pass the budget risk to such contractors. Management does not expect
to incur any material losses under these guarantees.

The
Company and its subsidiaries are defendants in lawsuits that arise in the normal course of business. In management's judgment, the ultimate liability, if any, from such legal
proceedings will not have a material effect on the Company's long-term results of operations or financial position.

12.    Segment Information

Description of Services by Segment

The Global Services segment includes property and facilities management, brokerage and corporate advisory, and project and construction management services
delivered to both corporate and institutional customers. Management of the Global Services group also has operational responsibility for the Company's e-commerce initiatives, as the
Company views these initiatives as integral parts of its services platform.

19

---

The
Development and Investment segment includes development activities performed on behalf of institutional and corporate customers on a fee basis, as well as development activity
pursuant to which the Company takes an ownership position.

Measurement of Segment Profit or Loss and Segment Assets

The Company evaluates performance and allocates resources among its two reportable segments based on income before income taxes. The accounting policies of the
reportable segments are the same as those described in the summary of significant accounting policies.

Factors Management Used to Identify the Company's Reportable Segments

The Company's reportable segments are defined by the nature of the service provided and activities conducted. Because development services require specialized
knowledge, the Company's organizational structure allows the group of individuals with specialized knowledge and experience in development activities to perform these services with greater focus
through the Company's Development and Investment segment. The organizational structure of the Global Services segment allows the Company to leverage resources in specific geographic areas, as
non-development services provided to corporate and institutional customers often require similar expertise.

Virtually
all of the Company's revenues are from customers located in the United States. No individual customer accounts for more than 10% of the Company's revenues.

20

---

Summarized
financial information for reportable segments is as follows:

Three Months Ended
March 31,2003

2002(restated)Global Services:Total revenues

$
147,286

$
157,959Costs and expenses(1)


143,939


159,652Income (loss) from continuing operations before income taxes, minority interest and income (loss) from investments in unconsolidated subsidiaries


3,347


(1,693
)Minority interest income (expense), before income taxes


(142
)

643Income (loss) from investments in unconsolidated subsidiaries, before income taxes


(1,169
)

555Income (loss) from continuing operations, before income taxes


2,036


(495
)Income from discontinued operations, before income taxes


253


Income (loss) before income taxes

$
2,289

$
(495
)Development and Investment:Total revenues

$
13,500

$
14,168Costs and expenses(1)


16,859


15,216Loss from continuing operations before income taxes, minority interest and income from investments in unconsolidated subsidiaries


(3,359
)

(1,048
)Minority interest income (expense), before income taxes


531


(1
)Income from investments in unconsolidated subsidiaries, before income taxes


1,261


1,871Income (loss) from continuing operations, before income taxes


(1,567
)

822Income from discontinued operations, before income taxes


1,305


Income (loss) before income taxes

$
(262
)
$
822Total:Total revenues

$
160,786

$
172,127Costs and expenses(1)


160,798


174,868Loss from continuing operations before income taxes, minority interest and income from investments in unconsolidated subsidiaries


(12
)

(2,741
)Minority interest, before income taxes


389


642Income from investments in unconsolidated subsidiaries, before income taxes


92


2,426Income from continuing operations, before income taxes


469


327Income from discontinued operations, before income taxes


1,558


Income before income taxes

$
2,027

$
327


21

---

March 31, 2003

December 31, 2002Total Assets:Global Services

$
240,758

$
253,018Development and Investment


329,613


369,048Total consolidated assets

$
570,371

$
622,066


---

13.    Restructuring Charges

During 2001, the Company announced an internal reorganization of its business designed to consolidate all of the property and facilities management, brokerage and
corporate advisory, and construction and project management services delivered to both corporate and institutional customers under a single leadership structure. As part of its restructuring plans,
primarily during the fourth quarter of 2001, the Company closed several offices and identified offices with excess space that it intends to sublease to third parties. The Company recorded
restructuring charges primarily comprised of lease obligations, costs to sublease excess space (offset by estimated future sublease income) and miscellaneous furniture and equipment writeoffs. These
accruals will be relieved over the remaining terms of the underlying leases through March 2012.

No
restructuring charges were incurred or recorded in the quarter ended March 31, 2003. Activity related to the Company's lease obligations and related costs included in
restructuring accruals for the quarter ended March 31, 2003, is as follows:

Balance at December 31, 2002

$
2,609Cash payments


374Balance at March 31, 2003

$
2,235


14.    Dispositions of Businesses

Effective March 1, 2002, the Company sold its retail center development and mall management businesses to an affiliate of Faison Enterprises Inc.
(the "Faison Sale"). These businesses were acquired in 1998 as part of the Company's acquisition of portions of the businesses of Faison & Associates and Faison Enterprises, Inc. (the
"Faison Acquisition"). The Company continues to provide leasing and management services of non-retail assets and certain retail projects under contracts acquired in connection with the
Faison Acquisition. The Company retained most of the net working capital in the

22

---

disposed
businesses and carried interests in certain development projects and received approximately $1,825 in exchange for such businesses and related assets upon completion of the transaction.
Because the Company has continuing involvement in the disposed businesses, the operations have not been reported as discontinued operations. The Company recorded a gain of $79 upon disposition of the
businesses in the first quarter of 2002. The Faison Sale was motivated by changes in the Company's overall retail strategy, operating losses incurred in these businesses, and declining forecasts for
future operations of these businesses (primarily due to the downturn in the real estate investment market and continuing consolidation of regional mall ownership into REITs, which tend to
self-manage their properties). Henry J. Faison, Chairman of the Board of Faison Enterprises, served on the Company's Board of Directors from the time of the Faison Acquisition until
May 24, 2002, the day of the Company's 2002 annual meeting of stockholders.

15.    Supplemental Cash Flow Information

Supplemental cash flow information is summarized below:

Three Months Ended March 31,2003

2002Non-cash activities:Issuance of restricted stock, net of forfeitures

$
11,763

$
(15
)Capital lease obligations


651


549


23

---



ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company's unaudited Condensed Consolidated Financial Statements and the notes thereto included in
Item 1 of this Quarterly Report on Form 10-Q.

Overview

Trammell Crow Company (the "Company") is one of the largest diversified commercial real estate service firms in North America. The Company delivers four core
servicesbuilding management services, brokerage services, project management services and development servicesto both corporate and institutional customers. The Company's
business is organized under two separate national leadership structures. The Global Services Group includes substantially all of the property and facilities management, brokerage and corporate
advisory, and project and construction management services delivered to both corporate and institutional customers. Substantially all of the Company's real estate development, capital markets and
investment activities are conducted through the Company's Development and Investment Group.

Within
the Global Services segment, with approximately 5,600 full-time equivalent ("FTE") employees, the Company provides services to institutional customers (investors that
are not typically the primary occupants of the commercial properties with respect to which services are performed) and corporate customers (users of space who are typically the primary occupants of
commercial properties, including multinational corporations, hospitals and universities). Building management services provided to institutional customers include property management services relating
to all aspects of building operations, tenant relations and oversight of building improvement processes. Brokerage services provided to institutional customers include project leasing and investment
sales whereby the Company advises buyers, sellers and landlords in connection with the leasing, purchase and sale of office, industrial and retail space and land. Project management services provided
to institutional customers include construction management services such as space planning and tenant finish and coordination. The building management services provided to corporate customers consist
primarily of facilities management, which entails providing comprehensive day-to-day occupancy related services, principally to large corporations that occupy commercial
facilities in multiple locations. These services include administration and day-to-day maintenance and repair of client-occupied facilities. Brokerage services provided to
corporate customers include corporate advisory services such as portfolio management and tenant representation. Project management services provided to corporate customers
include facility planning and project management, such as construction oversight, space planning, site consolidations, facilities design, and workplace moves, adds and changes. Through the Global
Services segment, the Company is continuing to focus on opportunities for long-term growth in the service business and is focusing on opportunities to achieve operating efficiencies
associated with the delivery of similar services (for example, property management for institutional customers and facilities management for corporate customers) through a consolidated services
organization. In North America, the Global Services Group is organized into 15 different geographic "mega-markets," many of which are multi-city.

Within
the Development and Investment segment, encompassing approximately 190 FTE employees, the Company provides development activities and services to both institutional and corporate
customersboth those pursuant to which the Company takes an ownership position and those pursuant to which the Company provides development services to others in exchange for fees. The
Company provides comprehensive project development services and acquires and disposes of commercial real estate projects. The development services provided include financial planning, site
acquisition, procurement of approvals and permits, design and engineering coordination, construction bidding and management, tenant finish coordination, project closeout and project finance
coordination. The Company will continue to focus its efforts in this area on risk-mitigated opportunities for institutional customers and fee development and
build-to-suit projects for corporate customers,

24

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including
those in higher education and healthcare. With an organization comprised of professionals dedicated fully to development and investment activities, the Company is positioned to pursue and
execute new development business, particularly programmatic business with the Company's large customers, and exploit niche market opportunities.

Results of OperationsThree Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002

Revenues.The Company's total revenues decreased $11.3 million, or 6.6%, to
$160.8 million in the first quarter of 2003 from $172.1 million in the first quarter of 2002.

Facilities
management revenue, which represented 32.0% of the Company's total revenue in the first quarter of 2003, decreased $6.9 million, or 11.8%, to $51.5 million in
the first quarter of 2003 from $58.4 million in the first quarter of 2002, primarily due to the Company's exit from certain unprofitable contracts and the loss of other customers during 2002,
including certain customer relationships terminated as part of the Company's wind-down of its centralized call center operations. Reimbursement of salaries, wages, benefits, and
out-of-pocket general and administrative costs, a component of facilities management revenue, decreased $3.2 million to
$41.8 million in the first quarter 2003, from $45.0 million in the same period in 2002. The composition of facilities management revenue, including management fees and reimbursements,
can vary significantly from period to period based on the structure of the underlying management agreements in effect each period.

Corporate
advisory services revenue, which represented 14.1% of the Company's total revenue in the first quarter of 2003, decreased $0.2 million, or 0.9%, to $22.7 million
in the first quarter of 2003 from $22.9 million in the first quarter of 2002. The decrease is due to a reduction in transaction volume and transaction values as a result of continuing
reluctance on the part of customers and others to make new real estate commitments due to the downturn in the economy, which has resulted in decreased demand for commercial space.

Revenue
from project management services totaled $14.4 million and represented 9.0% of the Company's total revenue in the first quarter of 2003. Revenue increased
$0.7 million, or 5.1%, from $13.7 million in the first quarter of 2002. The revenue growth was primarily due to the addition of new customers and the expansion of services provided to
existing customers. The growth was partially offset by customer losses, the sale of a majority of the operations of Trammell Crow Savills Asia-Pacific in the fourth quarter of 2002, the
deterioration of the economy and the resulting reduction in corporate customers' project spending.

Property
management revenue, which represented 23.3% of the Company's total revenue in the first quarter of 2003, decreased $2.7 million, or 6.7%, to $37.4 million in the
first quarter of 2003 from $40.1 million in the first quarter of 2002. The decrease was primarily the result of the Company's sale of its mall management business to an affiliate of Faison
Enterprises, Inc. (the "Faison Sale") in the first quarter of 2002.

Brokerage
revenue, which represented 10.9% of the Company's total revenue in the first quarter of 2003, decreased $2.6 million, or 12.9%, to $17.5 million in the first
quarter of 2003, from $20.1 million in the first quarter of 2002. The decrease is primarily due to a reduction in transaction volume and transaction values as a result of continuing reluctance
on the part of customers and others to make new real estate commitments due to the downturn in the economy and uncertain economic outlook. The economic downturn has resulted in a decreased demand for
commercial space. In addition, there was a decrease in the average number of project leasing and investment sales brokers employed by the Company during the first quarter 2003, as compared to the
first quarter 2002.

Construction
management revenue totaled $2.0 million in the first quarter of 2003, and represented 1.2% of the Company's total revenue in the first quarter of 2003. Revenue
decreased

25

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$0.5 million,
or 20.0%, from $2.5 million in the first quarter of 2002. Construction management revenue is generated from services including space planning and tenant finish coordination
for institutional customers in conjunction with property management and leasing assignments, and are directly related to the customer's real estate demands. The decrease is primarily attributable to a
reduction in transaction volume due to continuing reluctance on the part of customers and others to make new real estate commitments due to the downturn in the economy.

Revenue
from development and construction fees totaled $9.8 million and represented 6.1% of the Company's total revenue in the first quarter of 2003. Revenue decreased
$3.2 million, or 24.6%, from $13.0 million in the first quarter of 2002. The decrease was primarily due to a decrease of $1.3 million in development fees, as well as decreases in
revenue generated from other services including construction bidding and management, project closeout, and general contracting. This decrease is a result of a reduction in transaction volume due to
continuing reluctance on the part of customers and others to make new real estate commitments due to the downturn in the economy and uncertain economic outlook. In addition, rental revenue from
operational real estate properties that are not considered discontinued operations decreased $1.6 million in first quarter 2003, primarily due to the sale of various operating properties that
generated rental revenue in the first quarter of 2002.

Gain
on disposition of real estate totaled $4.8 million and represented 3.0% of the Company's total revenue in the first quarter of 2003. These gains increased
$3.9 million, or 433.3%, from $0.9 million in the first quarter of 2002. During the first quarter of 2003, the Company sold six real estate projects for an aggregate net sales price of
$17.5 million, resulting in an aggregate gain on disposition of $6.2 million, of which $1.7 million is recorded in discontinued operations. In addition, during the first quarter
of 2003, the Company recognized deferred gain of $0.3 million relating to a disposition in a previous period. During the first quarter of 2002, the Company sold four real estate projects for an
aggregate net sales price of $5.6 million, resulting in an aggregate gain on disposition of $0.6 million and recognized deferred gain of $0.3 million relating to a disposition in
a previous period.

The
Company's revenue from thematic development activity has remained stable with an increase since 2002 in development and construction activity related to higher education and
healthcare customers, offset by declines in development and construction activity for other customers, including corporate build-to-suits. Some of the Company's development
resources focus on providing development services to institutional clients that invest in speculative commercial real estate projects. Since the latter part of 1999, speculative real estate
development has declined significantly. The decline reflects the fact that demand for new product in many of the markets in which the Company operates has declined with the overall downturn in the
economy.

Costs and Expenses.The Company's costs and expenses decreased $14.1 million, or 8.1%, to
$160.8 million in the first quarter of 2003, from $174.9 million in the first quarter of 2002.

Salaries,
wages and benefits expense includes all compensation paid to Company employees other than brokerage commissions. As such, it includes salaries, benefits and annual incentive
bonuses for employees whose compensation is reimbursed by customers ("reimbursed employees"); salaries, benefits and annual incentive bonuses for employees whose compensation is not so reimbursed
("unreimbursed employees"); and transaction-related incentive compensation other than brokerage commissions, primarily paid in connection with development and investment transactions. Salaries, wages
and benefits expense decreased $10.4 million, or 8.7%, to $109.6 million in the first quarter of 2003 from $120.0 million in the first quarter of 2002. The decrease was comprised
of a $0.3 million decrease in salaries and benefits for reimbursed employees, coupled with a $10.1 million decrease in salaries and benefits for unreimbursed employees, primarily as a
result of the Company's cost-reduction efforts undertaken beginning in 2001. In addition, both reimbursed and unreimbursed salaries, wages and benefits decreased due to a reduction in
headcount resulting from the Faison Sale.

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Commissions
decreased $0.2 million, or 1.1%, to $17.4 million in the first quarter of 2003 from $17.6 million in the first quarter of 2002. The decrease in
commission expense was primarily driven by a decrease in the Company's corporate advisory services and brokerage revenue, due to a reduction in transaction volume and transaction values as a result of
continuing reluctance on the part of customers and others to make new real estate commitments due to the downturn in the economy, which has resulted in decreased demand for commercial space.

General
and administrative expenses decreased $3.1 million, or 10.3%, to $27.1 million in the first quarter of 2003 from $30.2 million in the first quarter of 2002.
The overall decrease in general and administrative expenses was comprised of a $2.6 million decrease in costs that are not reimbursed by customers and a $0.5 million decrease in
out-of-pocket general and administrative expenses that are reimbursed by customers. The decrease in reimbursed costs is the result of the loss of several customers in the
fourth quarter of 2002. The decrease in unreimbursed general and administrative expenses is the result of continuing efforts by the Company to control costs company-wide. In addition,
costs were incurred in the first quarter of 2002 to restructure or exit outsourcing contracts that were unprofitable or otherwise judged likely to be unsuccessful in the long run. The overall decrease
in general and administrative expenses in the first quarter of 2003 was partially offset by $2.7 million of provisions for losses on real estate due to impairment. There were no such provisions
for losses on real estate in the first quarter of 2002.

Depreciation
and amortization decreased $0.3 million, or 6.7%, to $4.2 million in the first quarter of 2003 from $4.5 million in the first quarter of 2002. The
decrease is primarily the result of lower depreciation expense resulting from assets being fully depreciated and fixed asset dispositions in 2002, partially as a result of the Faison Sale.
Amortization expense remained relatively flat quarter over quarter.

Interest
expense decreased $0.1 million, or 3.8%, to $2.5 million in the first quarter of 2003 from $2.6 million in the first quarter of 2002. The decrease in
interest expense is a result of lower average outstanding balances related to the Company's revolving line of credit and lower interest rates in the first quarter of 2003. During the first quarter of
2003 and 2002, the Company recorded $0.6 million and $1.0 million, respectively, of payments against its interest rate swap agreement liability that would have been recorded to interest
expense had the interest rate swap agreement not been designated as a hedge effective November 1, 2001.

Loss From Continuing Operations Before Income Taxes, Minority Interest and Income From Investments in Unconsolidated
Subsidiaries.The Company's loss from continuing operations before income taxes, minority interest and income from investments in unconsolidated subsidiaries
decreased $2.7 million, or 99.6%, to a loss of $0.01 million in the first quarter of 2003 from a loss of $2.7 million in the first quarter of 2002 due to the fluctuations in
revenues and expenses described above.

Minority
interest, net of income taxes, decreased $0.2 million, or 50.0%, to $0.2 million in the first quarter of 2003 from $0.4 million in the first quarter of
2002. The decrease is primarily a result of smaller first quarter 2003 losses in consolidated entities in which outside parties have an interest, compared with larger losses in these entities in the
first quarter of 2002.

Income
from investments in unconsolidated subsidiaries, net of income taxes, decreased $1.4 million, or 93.3%, to $0.1 million in the first quarter of 2003 from
$1.5 million in the first quarter of 2002. Income from unconsolidated subsidiaries fluctuates from period to period based on the volume and profitability of transactions in the underlying
unconsolidated subsidiaries. The Company's share of income from such transactions is typically driven by its ownership percentage in the unconsolidated subsidiaries.

Income From Continuing Operations.The Company's income from continuing operations in the first
quarter of 2003 increased $0.1 million, or 50.0%, to income from continuing operations of

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$0.3 million
as compared to $0.2 million in the first quarter of 2002, due to the fluctuations in revenues and expenses described above.

Income from Discontinued Operations, Net of Income Taxes.The Company's income from discontinued
operations, net of income taxes, was $0.9 million in the first quarter of 2003, and includes the operations of real estate properties and gain on disposition of real estate properties held for
sale or sold subsequent to the adoption of Statement of Financial Accounting Standards No. 144,Accounting for the Impairment or Disposal of Long-Lived
Assets("FAS 144") effective January 1, 2001, that were considered components of an entity under FAS 144 and in which the Company retained no continuing
involvement. The properties that are reflected as discontinued operations had no operations in the first quarter of 2002. Dispositions of real estate assets have been and will continue to be a
significant part of the Company's activities and, as a result of applying the provisions of FAS 144, the Company expects a greater amount of these activities to be classified as discontinued
operations in future periods as fewer asset dispositions will qualify for grandfathered treatment under FAS 144.

Net Income.Net income increased $0.9 million, or 450.0%, to $1.1 million in the first
quarter of 2003 from income of $0.2 million in the first quarter of 2002 due to the fluctuations in revenues and expenses described above.

Quarterly Results of Operations and Seasonality

The results of operations for any quarter are not necessarily indicative of results for any future period. The Company's revenues and net income during the fourth
fiscal quarter historically have been somewhat greater than in each of the first three fiscal quarters, primarily because its clients have demonstrated a tendency to close transactions toward the end
of the fiscal year. The timing and introduction of new contracts, the disposition of investments in real estate assets, the recognition of incentive fees towards the latter part of the fiscal year as
contractual targets are met and other factors may also cause quarterly fluctuations in the Company's results of operations.

Liquidity and Capital Resources

The Company's liquidity and capital resources requirements include the funding of working capital needs, primarily costs incurred in providing services to its
clients before collection of related billings; the funding of capital investments, including the acquisition of or investments in other real estate service companies; the repurchase of its shares if
authorized by the Board of Directors; expenditures for real estate and payments on notes payable associated with its development and investment activities; and expenditures related to upgrading the
Company's management information systems. The Company finances its operations with internally generated funds and borrowings under the Credit Facility (described below). The portion of the Company's
development and investment business that includes the acquisition and development of real estate is financed with loans secured by underlying real estate, external equity, internal sources of funds,
or a combination thereof.

Net
cash used in operating activities totaled $1.1 million for the first quarter of 2003, compared to $26.3 million for the same period in 2002. Cash used by operating
activities, excluding the change in real estate and related borrowings, decreased to $1.6 million in 2003 as compared to $15.6 million in 2002. In addition, cash provided by real estate
activities, net of related borrowings, was $0.5 million in the first quarter of 2003, compared to cash used of $10.7 million for the same period in 2002.

Net
cash provided by investing activities totaled $2.8 million for the first quarter of 2003, compared to net cash used in investing activities of $3.5 million for the same
period in 2002. This change is primarily due to distributions from investments in unconsolidated subsidiaries, net of contributions, of $3.7 million in 2003, compared to contributions to
investments in unconsolidated subsidiaries, net of distributions, of $2.7 million in 2002.

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Net
cash used in financing activities totaled $9.7 million for the first quarter of 2003, compared to cash provided by financing activities of $21.2 million for the same
period in 2002. This change is attributable to principal payments, net of additional borrowings, in 2003 of $5.2 million, primarily under the Credit Facility (described below), compared to net
borrowings of $20.8 million in 2002. In addition, the Company made distributions, net of contributions, to minority interest holders of $5.6 million in 2003, compared to
$1.2 million in 2002. The Company also received $1.1 million in 2003 from the issuance of common stock, compared to $1.6 million in proceeds from the exercise of stock options and
issuance of common stock in 2002.

In
June 2002, the Company obtained a $150.0 million revolving line of credit (the "Credit Facility") arranged by Bank of America, N.A., as the administrative agent (the
"Administrative Agent"), which replaced the Company's previous $150.0 million revolving line of credit. Under the terms of the Credit Facility, the Company can obtain loans, which are Base Rate
Loans or Eurodollar Rate Loans. Base Rate Loans bear interest at a base rate plus a margin up to 0.75% depending on the Company's leverage ratio. The base rate is the higher of the prime lending rate
announced from time to time by the Administrative Agent or an average federal funds rate plus 0.5%. Eurodollar Rate Loans bear interest at the Eurocurrency rate plus a margin, which ranges from 1.75%
to 2.5%, depending upon the Company's leverage ratio. The Credit Facility contains various covenants such as the maintenance of minimum equity, liquidity, revenues, interest coverage ratios and fixed
charge ratios. The Credit Facility also includes limitations on payment of cash dividends or other distributions of assets, restrictions on recourse indebtedness and total indebtedness, restrictions
on liens and certain restrictions on investments and acquisitions that can be made by the Company. The Credit Facility is guaranteed by certain significant subsidiaries of the Company and is secured
by a pledge of a stock of such significant subsidiaries and a pledge of certain intercompany indebtedness.

The
Company's participation in derivative transactions has been limited to hedging purposes, and derivative instruments are not held for trading purposes. The Credit Facility requires
the Company to enter into one or more interest rate agreements for the Company's floating rate indebtedness in excess of $30.0 million (other than construction loans under which interest is
capitalized in accordance with accounting principles generally accepted in the United States ("GAAP")) ensuring the net interest on such excess is fixed, capped or hedged. In March 2001, the
Company renewed an existing interest rate swap agreement for a two-year period ending March 24, 2003, with a fixed interest pay rate of 4.68% and a notional amount of
$150.0 million. The weighted average receive rate for the interest rate swap agreement was 1.37% for the three months ended March 31, 2003. Upon expiration of the interest rate swap
agreement in March 2003, the Company entered into an interest rate cap agreement expiring June 27, 2003. The interest rate cap agreement has a notional amount of $20.0 million and
the Company will receive payments if the 30-day LIBOR-based interest
rate exceeds 2.5%. The interest rate cap agreement has been designated an effective hedge, and, to the extent the hedging relationship remains effective, changes in fair value of the interest rate cap
agreement will be recorded in other comprehensive income.

The
Company also has a $25.0 million discretionary line of credit (the "Discretionary Line") with Bank of America, N.A. Each loan obtained by the Company under the Discretionary
Line matures in five business days, but no later than December 15, 2003, and bears interest at a rate agreed upon between the Company and the bank. Borrowings under the Discretionary Line are
unsecured and reduce borrowing capacity under the Credit Facility.

At
March 31, 2003, the Company had outstanding borrowings of $15.0 million under the Credit Facility and no borrowings outstanding under the Discretionary Line. The
covenants contained in the Credit Facility and the amount of the Company's other borrowings and contingent liabilities may have the effect of limiting the credit available to the Company under the
Credit Facility to an amount less than the $150.0 million commitment. Because it takes longer for the Company to dispose of real estate investments in a weaker economy, the current economic
slow down could adversely impact the

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Company's
ability to comply with certain of the real estate-related financial covenants in the Company's Credit Facility, which could negatively impact the Company's borrowing capacity. Also, since
many of the financial covenants in the Credit Facility are dependent on the Company's "EBITDA", as defined in the Credit Facility agreement and calculated on a trailing four quarter basis, a decline
in the Company's overall operations could adversely impact the Company's ability to comply with these financial covenants and, in turn, the Company's borrowing capacity. The Company's unused borrowing
capacity (taking into account letters of credit outstanding) under the Credit Facility was $116.8 million at March 31, 2003. The Company expects to continue to borrow under the Credit
Facility to finance future strategic acquisitions, fund its co-investment activities and provide the Company with an additional source of working capital.

In
March 2003, the Company entered into an interest rate cap agreement in order to limit its interest expense on a construction loan with a 30-day LIBOR-based floating
interest rate related to a consolidated real estate project. The interest rate cap agreement has a notional amount of $11.4 million and the Company will receive payments if the LIBOR-based
interest rate exceeds 3.5%. The interest rate cap agreement has not been designated as a hedge, and therefore the interest rate cap agreement will be marked to market each period with the change in
fair market value recognized in current period earnings. The interest rate cap agreement expires on March 1, 2005. As of March 31, 2003, amounts recorded by the Company related to this
interest rate cap agreement were not material.

The
Company has various commitments that could impact its liquidity as summarized below (in millions):

|                                             |  |   |      | Amount of Commitments by Time of Expiration
|-------------------------------------------- |  | - | ---- | -------------------------------------------
|
|Standby letters of credit                    |  | $ | 10.3 |                                            
|Guarantees                                   |  |   | 54.9 |                                            
|Loan commitment to unconsolidated subsidiary |  |   | 3.0  |                                            
|                                             |  |   |      |                                            
|Total Commitments                            |  | $ | 68.2 |                                            
|                                             |  |   |      |                                            

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The
Company does not anticipate paying any dividends in the foreseeable future. The Company believes that funds generated from operations, together with existing cash and available
credit under the Credit Facility and loans secured by underlying real estate will be sufficient to finance its current operations, planned capital expenditure requirements, payment obligations for
development purchases, acquisitions of service companies and internal growth for the foreseeable future. The Company's need, if any, to raise additional funds to meet its working capital and capital
requirements will depend upon numerous factors, including the success and pace of its implementation of its growth strategy. The Company regularly considers capital raising alternatives to be able to
take advantage of available avenues to supplement its working capital, including strategic corporate partnerships or other alliances, bank borrowings and the sale of equity and/or debt securities.

In
May 2001, the Company announced that its Board of Directors approved a stock repurchase program. The repurchase program contemplated the repurchase of up to
$15.0 million of the Company's common stock from time to time in open market purchases or through privately negotiated transactions. Through March 31, 2003, the Company had repurchased
459,500 shares at an average cost of $10.11 per share with funds generated from operations and existing cash. The Company placed the

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repurchased
shares in treasury. The Company intends to reissue such shares in connection with the Company's employee stock purchase plan and option exercises or restricted stock grants under the
Company's long-term incentive plan and other equity-based incentive plans, as well as for other corporate purposes. In May 2003, the Company announced plans to
re-initiate purchases under this stock repurchase program and subsequently repurchased 1,117,600 shares at an average cost of $9.19 per share, of which 1,107,200 shares were not settled
until after May 9, 2003.

Forward-Looking Statements

Certain statements contained or incorporated by reference in this Quarterly Report on Form 10-Q, including without limitation statements
containing the words "believe," "anticipate," "forecast," "will," "expect," "envision," "project," "budget," "target," "estimate," "should," "intend," "foresee" and words of similar import, are
forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other matters which may cause the
actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other matters include, but are not limited to (i) the timing of individual transactions, (ii) the ability of the Company to
identify, implement and maintain the benefit of cost reduction measures and achieve economies of scale, (iii) the ability of the Company to compete effectively in the international arena,
(iv) the ability of the Company to attract new corporate and institutional customers, (v) the ability of the Company to manage fluctuations in net earnings and cash flow which could
result from the Company's participation as a principal in real estate investments, (vi) the Company's ability to continue to pursue its growth strategy, (vii) the Company's ability to
compete in highly competitive national and local business lines, and (viii) the Company's ability to attract and retain qualified personnel in all areas of its
business (particularly senior management). In addition, the Company's ability to achieve certain anticipated results will be subject to other factors affecting the Company's business that are beyond
the Company's control, including but not limited to general economic conditions (including the cost and availability of capital for investment in real estate and customers' willingness to make real
estate commitments) and the effect of government regulation on the conduct of the Company's business. Given these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any such statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein
to reflect any change in the Company's expectation with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements. Reference is hereby made to the
disclosures contained under the heading "Risk Factors" in "Item 1. Business" of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 31, 2003.

ITEM 3.Quantitative and Qualitative Disclosures About Market Risk

The Company's primary market risk exposure is to changes in interest rates. The Company is exposed to market risk related to its Credit Facility and loans secured
by real estate properties as discussed in "Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources" and in Notes 5 and 6 to
the Company's Condensed Consolidated Financial Statements. The Credit Facility and the majority of the loans secured by real estate bear interest at variable rates and are subject to fluctuations in
the market. However, due to its purchase of an interest rate cap agreement that the Company uses to hedge a portion, but not all, of its exposure to fluctuations in interest rates, the effects of
interest rate changes are expected to be limited. The Company's earnings are also somewhat affected by fluctuations in the value of the U.S. dollar as compared to foreign currencies as a result of its
operations in Europe, Asia and Australia. There have been no significant changes in the interest rate or foreign currency market risks since December 31, 2002.

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ITEM 4.Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of management,
including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic filings with the Securities and Exchange Commission. There have been no
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the Company's most recent evaluation.

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PART IIOTHER INFORMATION

ITEM 1.Legal Proceedings

From time to time, the Company is involved in litigation incidental to its business. In the Company's opinion, no litigation to which the Company is currently a
party is likely to have a material adverse effect on the Company's long-term results of operations, cash flows or financial condition.

ITEM 6.Exhibits and Reports on Form 8-K

3.1(1)

Certificate of Incorporation of the Company3.2(1)

Bylaws of the Company3.2.1(2)

First Amendment to the Bylaws of the Company3.2.1(3)

Second Amendment to the Bylaws of the Company4.1(1)

Form of Certificate for Shares of Common Stock of the Company


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On
March 31, 2003, the Company filed a Current Report on Form 8-K pursuant to Item 9 of Form 8-K, regarding the submission of certificates to
the Securities and Exchange Commission by Robert E. Sulentic, Chief Executive Officer, and Derek R. McClain, Chief Financial Officer, relating to the Company's Annual Report on
Form 10-K for the year ended December 31, 2002.

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SIGNATURE

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.

| |  | TRAMMELL CROW COMPANY
| |  | ---------------------
| |  | By:                  

Date:
May 15, 2003

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CERTIFICATION

I, Robert E. Sulentic, certify that:



|Date: May 15, 2003 |  | /s/ROBERT E. SULENTICRobert E. Sulentic Chief Executive
Officer
|------------------ |  | ---------------------------------------------------------------

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CERTIFICATION

I, Derek R. McClain, certify that:



|Date: May 15, 2003 |  | /s/DEREK R. MCCLAINDerek R. McClain Chief Financial
Officer
|------------------ |  | -----------------------------------------------------------

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Exhibit Index

|Exhibit Number |  | Description                                                  
|-------------- |  | -------------------------------------------------------------
|3.1(1)         |  | Certificate of Incorporation of the Company                  
|3.2(1)         |  | Bylaws of the Company                                        
|3.2.1(2)       |  | First Amendment to the Bylaws of the Company                 
|3.2.1(3)       |  | Second Amendment to the Bylaws of the Company                
|4.1(1)         |  | Form of Certificate for Shares of Common Stock of the Company

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