<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q


[MARK ONE]

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended JUNE 30, 2001

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the transition period from ______ to______

                          Commission File No. 0-22195

                               AHL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

            GEORGIA                                           58-2277249
  ------------------------------                          ---------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  Incorporation or organization)                           Identification No.)


 3353 Peachtree Road, NE, Atlanta, GA                            30326
---------------------------------------                        ---------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code   (404) 684-3000
                                                     --------------

                                Not Applicable
        --------------------------------------------------------------
        Former name, former address and former fiscal year, if changed
                              since last report.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 17,427,392 shares on August
14, 2001.


<PAGE>   2


                               AHL SERVICES, INC.
                                   FORM 10-Q

                                     INDEX

<TABLE>
<CAPTION>
                                                                                 Page No.
                                                                                 --------
<S>      <C>                                                                     <C>
PART I   FINANCIAL INFORMATION

ITEM 1.  Financial Statements

         Condensed Consolidated Balance Sheets (Unaudited)                          1
            June 30, 2001 and December 31, 2000

         Condensed Consolidated Statements of Operations (Unaudited)                2
           Three Months Ended June 30, 2001 and 2000

         Condensed Consolidated Statements of Operations (Unaudited)                3
           Six Months Ended June 30, 2001 and 2000

         Condensed Consolidated Statements of Cash Flows (Unaudited)                4
           Six Months Ended June 30, 2001 and 2000

         Notes to Condensed Consolidated Financial Statements (Unaudited)           5

ITEM 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                      7

ITEM 3.  Quantitative and Qualitative Disclosures
           About Market Risk                                                       12

PART II  OTHER INFORMATION AND SIGNATURE                                           13

ITEM 4.  Submission of Matters to a Vote of Security Holders                       13

ITEM 6.  Exhibits and Reports on Form 8-K                                          14

SIGNATURE                                                                          15
</TABLE>


<PAGE>   3


PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                               AHL SERVICES, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                     JUNE 30,             DECEMBER 31,
                                                                       2001                   2000
                                                                     ---------            ------------

<S>                                                                  <C>                  <C>
                 ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                            $   4,870             $  19,926
Accounts receivable, less allowance for doubtful accounts
 of $1,783 and $1,798 in 2001 and 2000, respectively                    25,030                27,628
Reimbursable customer expenses                                           7,849                10,777
Work-in-process                                                          3,374                 3,457
Notes receivable, current portion                                           --                 2,000
Prepaid expenses and other                                               7,184                 3,299
Income taxes receivable                                                  5,031                 3,269
Deferred income taxes                                                    1,170                 1,170
Net assets of discontinued operations -
  European specialized staffing business                               113,486               113,824
                                                                     ---------             ---------
         Total current assets                                          167,994               185,350

Property and equipment, net                                             26,550                22,706
Intangible assets, net                                                 106,001               107,965
Notes receivable, less current portion                                   9,500                 7,500
Other assets                                                             1,121                 1,125
                                                                     ---------             ---------
                                                                     $ 311,166             $ 324,646
                                                                     =========             =========

       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                     $   1,735             $   1,759
Accrued payroll and other current liabilities                           12,800                23,360
Current portion of self-insurance reserves                                 392                   406
Current portion of deferred purchase price                              10,000                    --
Current portion of long-term debt                                       86,688                   160
Contingent consideration payable                                            --                12,901
                                                                     ---------             ---------
         Total current liabilities                                     111,615                38,586
                                                                     ---------             ---------

Long-term debt, less current portion                                        --                68,016
                                                                     ---------             ---------
Self-insurance reserves, less current portion                            1,569                 1,624
                                                                     ---------             ---------
Other non-current liabilities                                              742                   680
                                                                     ---------             ---------
Deferred purchase price, less current portion                               --                10,000
                                                                     ---------             ---------

SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; 50,000,000 shares
  authorized, 17,427,392 and 17,409,892 shares issued
  and outstanding, respectively                                            175                   175
Preferred stock, no par value; 5,000,000 shares
  authorized, no shares outstanding                                         --                    --
Shares held in treasury (2,180,600 shares in 2001 and
  1,920,600 shares in 2000)                                            (20,000)              (17,665)
Paid-in capital                                                        177,011               176,836
Retained earnings                                                       46,379                48,648
Foreign currency translation adjustment                                 (6,325)               (2,254)
                                                                     ---------             ---------
         Total shareholders' equity                                    197,240               205,740
                                                                     ---------             ---------
                                                                     $ 311,166             $ 324,646
                                                                     =========             =========
</TABLE>

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


                                       1
<PAGE>   4


                               AHL SERVICES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                                     JUNE 30,
                                                                            ----------------------------
                                                                              2001                2000
                                                                            --------             -------

<S>                                                                         <C>                  <C>
Revenues                                                                    $ 35,381             $49,149
Cost of services                                                              15,647              22,625
                                                                            --------             -------
Gross margin                                                                  19,734              26,524
Operating expenses:
   Field operating                                                            15,365              18,875
   Corporate, general and administrative                                         911               1,125
   Depreciation and amortization                                               2,255               2,528
                                                                            --------             -------
Operating income                                                               1,203               3,996
   Interest expense, net of interest income of $75 in 2001                     1,024                 821
                                                                            --------             -------
Income from continuing operations before income taxes                            179               3,175
   Income tax provision                                                           72               1,270
                                                                            --------             -------
Income from continuing operations                                                107               1,905
                                                                            --------             -------
Discontinued operations:
   Income (loss) from operations, net of taxes:
     U.S. and European aviation and facility services businesses                  --                 869
     U.S. and European specialized staffing services businesses               (1,042)              1,642
                                                                            --------             -------

                                                                              (1,042)              2,511
                                                                            --------             -------
Net income (loss)                                                           $   (935)            $ 4,416
                                                                            ========             =======

Earnings per share:
Income from continuing operations
      Basic                                                                 $   0.01             $  0.12
                                                                            ========             =======
      Diluted                                                               $   0.01             $  0.12
                                                                            ========             =======
Income (loss) from discontinued operations, net of taxes
      Basic                                                                 $  (0.07)            $  0.15
                                                                            ========             =======
      Diluted                                                               $  (0.07)            $  0.15
                                                                            ========             =======
Net income (loss)
      Basic                                                                 $  (0.06)            $  0.27
                                                                            ========             =======
      Diluted                                                               $  (0.06)            $  0.27
                                                                            ========             =======

Weighted average common and common equivalent shares:
      Basic                                                                   15,255              16,474
                                                                            ========             =======
      Diluted                                                                 15,302              16,503
                                                                            ========             =======
</TABLE>

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


                                       2
<PAGE>   5


                               AHL SERVICES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                                SIX MONTHS ENDED
                                                                                    JUNE 30,
                                                                            -----------------------------
                                                                              2001                2000
                                                                            --------             --------

<S>                                                                         <C>                  <C>
Revenues                                                                    $ 73,254             $ 98,475
Cost of services                                                              33,198               46,288
                                                                            --------             --------
Gross margin                                                                  40,056               52,187
Operating expenses:
   Field operating                                                            32,600               39,580
   Corporate, general and administrative                                       2,522                2,675
   Depreciation and amortization                                               4,375                4,960
   Final PIMMS severance costs                                                 2,523                   --
                                                                            --------             --------
Operating income (loss)                                                       (1,964)               4,972
   Interest expense, net of interest income of $300 in 2001                    1,776                1,711
                                                                            --------             --------
Income (loss) from continuing operations before income taxes                  (3,740)               3,261
   Income tax provision (benefit)                                             (1,496)               1,304
                                                                            --------             --------
Income (loss) from continuing operations                                      (2,244)               1,957
                                                                            --------             --------
Discontinued operations:
   Income (loss) from operations, net of taxes:
     U.S. and European aviation and facility services businesses                  --               (1,202)
     U.S. and European specialized staffing services businesses                  (25)               3,950
                                                                            --------             --------

                                                                                 (25)               2,748
                                                                            --------             --------
Net income (loss)                                                           $ (2,269)            $  4,705
                                                                            ========             ========

Earnings per share:
Income (loss) from continuing operations
      Basic                                                                 $  (0.15)            $   0.12
                                                                            ========             ========
      Diluted                                                               $  (0.15)            $   0.12
                                                                            ========             ========
Income from discontinued operations, net of taxes
      Basic                                                                 $     --             $   0.16
                                                                            ========             ========
      Diluted                                                               $     --             $   0.16
                                                                            ========             ========
Net income (loss)
      Basic                                                                 $  (0.15)            $   0.28
                                                                            ========             ========
      Diluted                                                               $  (0.15)            $   0.28
                                                                            ========             ========

Weighted average common and common equivalent shares:
      Basic                                                                   15,320               16,721
                                                                            ========             ========
      Diluted                                                                 15,320               16,805
                                                                            ========             ========
</TABLE>

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


                                       3
<PAGE>   6


                               AHL SERVICES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                        SIX MONTHS ENDED
                                                                                            JUNE 30,
                                                                                   -----------------------------
                                                                                     2001                2000
                                                                                   --------             --------

<S>                                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                 $ (2,269)            $  4,705
 Adjustments to reconcile net income (loss) to net cash provided by
    (used in) operating activities:
       Depreciation and amortization                                                  6,888               10,949
       Changes in current assets and liabilities, net of assets of
           acquired/divested businesses                                              (8,191)               2,808
                                                                                   --------             --------
       Net cash provided by (used in) operating activities                           (3,572)              18,462
                                                                                   --------             --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Contingent acquisition consideration paid                                           (12,901)              (3,235)
Purchases of property and equipment                                                  (7,865)              (7,420)
Transaction expenses paid on the sale of the U.S. and European aviation
  and facility services businesses                                                   (9,495)                  --
Other activities, net                                                                (1,000)                  --
                                                                                   --------             --------
       Net cash used in investing activities                                        (31,261)             (10,655)
                                                                                   --------             --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under credit facility                                                 21,763                2,698
Treasury stock purchases                                                             (2,335)             (10,094)
                                                                                   --------             --------
       Net cash provided by (used in) financing activities                           19,428               (7,396)
                                                                                   --------             --------
Effect of exchange rates on cash and cash equivalents                                   349                 (475)
                                                                                   --------             --------
Net decrease in cash and cash equivalents                                           (15,056)                 (64)
Cash and cash equivalents at beginning of period                                     19,926                9,527
                                                                                   --------             --------
Cash and cash equivalents at end of period                                         $  4,870             $  9,463
                                                                                   ========             ========

CASH PAID DURING THE PERIOD FOR:
Interest                                                                           $  3,706             $  8,525
                                                                                   ========             ========
Income taxes                                                                       $  2,627             $  2,301
                                                                                   ========             ========
</TABLE>

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


                                       4
<PAGE>   7


                               AHL SERVICES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001
                                  (UNAUDITED)

1.       SUMMARY OF PRESENTATION - The condensed consolidated financial
         statements included herein have been prepared by AHL Services, Inc.
         ("AHL" or the "Company"), without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations, although the Company believes that the disclosures are
         adequate to make the information not misleading. In the opinion of
         management, the condensed consolidated financial statements contain all
         adjustments necessary to present fairly the financial position of the
         Company as of June 30, 2001 and the results of its operations for the
         three months and six months ended June 30, 2001 and 2000 and its cash
         flows for the six months ended June 30, 2001 and 2000. All such
         adjustments are of a normal recurring nature. The results of operations
         for the three months and six months ended June 30, 2001 are not
         necessarily indicative of the results to be expected for the year
         ending December 31, 2001. For further information, refer to the
         consolidated financial statements and footnotes thereto for the year
         ended December 31, 2000 included in the Company's Annual Report on Form
         10-K for such period.


2.       DIVESTITURES AND ABANDONMENTS - On July 20, 2001, AHL announced, as a
         final step in the strategic transformation of the business that has
         been underway for the last twelve months, its intention to divest the
         European specialized staffing services business. Deutsche Bank has
         been retained to advise the Company and discussions are underway with
         potential acquirers. It is the intention of the Company to complete
         this divestiture during the second half of 2001. Proceeds from the
         divestiture will be used to retire debt and expand the marketing
         services business line. Based on this decision, the results of
         operations for the specialized staffing services segment, which is
         wholly comprised of our European specialized staffing business in
         2001, have been treated as a discontinued operation in the Company's
         accompanying statements of operations and balance sheets.

         On December 29, 2000, AHL sold the Company's U.S. and European aviation
         and facility services businesses for $185.0 million in cash to
         Securicor plc., a business services company headquartered in the United
         Kingdom. The final purchase price is subject to adjustment within a
         range of $175.0 to $210.0 million based on 2001 actual performance of
         the U.S. aviation and facility services business. The potential
         repayment of $10.0 million, recorded as deferred purchase price in the
         condensed consolidated balance sheets, is recorded as a current
         liability at June 30, 2001 as the obligation, if payable, will be due
         in the second quarter of 2002, in addition to a potential final
         adjustment based on closing date working capital.

         On October 13, 2000, AHL sold the assets of its U.S. industrial
         staffing business to an investor group led by the president of AHL's
         Baltimore staffing operation for $22.5 million, including three notes
         receivable totaling $9.5 million. Due to the current economic downturn
         affecting the U.S. industrial staffing industry, in the second quarter
         of 2001 the $2.0 million note receivable due in October 2001 was
         extended to the same 5-year term of the other two notes receivable;
         therefore has been reclassified as a non-current note receivable at
         June 30, 2001. Beginning in May 2001, interest payments on the notes
         receivable have not been received and thus the Company has ceased
         accruing interest income for the foreseeable future. Management
         believes the notes receivable, as well as interest thereon, will
         ultimately be collected, however, such collection could be dependent
         upon the economic conditions impacting the U.S. industrial staffing
         industry and the borrower's ability to obtain additional capital.


                                       5
<PAGE>   8


         In accordance with the provisions of Accounting Principles Board
         Opinion No. 30, the Company has reflected the results of its aviation
         and facility services businesses and specialized staffing businesses
         as discontinued operations in the condensed consolidated statements of
         operations. This presentation reflects the net earnings of these
         businesses as single line items segregated from the results of
         continuing operations for all periods presented. It is the Company's
         policy to allocate interest expense to discontinued operations in
         accordance with EITF 87-24, which generally requires an allocation
         based on the net assets of the discontinued operations relative to the
         total net assets plus debt of the consolidated company, or based on
         debt that can be identified as being directly attributable to the
         discontinued operations. Interest allocated to discontinued operations
         was $800,000 and $3.4 million for the three months ended June 30, 2001
         and 2000, respectively, and $1.6 million and $7.0 million for the six
         months ended June 30, 2001 and 2000, respectively.

         Revenues of discontinued operations were $51.9 million and $173.8
         million in the second quarter of 2001 and 2000, and $105.3 million and
         $344.5 million in the six months ended June 30, 2001 and 2000. Results
         of discontinued operations are net of income taxes of a benefit of
         $749,000 and provision of $1.9 million in the second quarter of 2001
         and 2000, and a benefit of $23,000 and provision of $2.1 million in the
         six months ended June 30, 2001 and 2000.

         On December 28, 2000, AHL made the decision to abandon operations of
         its store set-up business unit, formerly called PIMMS. A comprehensive
         strategic review of the unprofitable store set-up business indicated
         AHL had more attractive options, and that the store set-up business
         did not meet criteria for continued investment. As a result of this
         decision, the Company recorded $66.7 million in impairment and other
         related costs in December 2000. The Company finalized the closure of
         the PIMMS business unit on March 16, 2001, and recorded a final charge
         for the related severance expense of $2.5 million in the first quarter
         of 2001.

3.       COMPREHENSIVE INCOME - Other comprehensive income includes only
         foreign currency translation adjustments. The calculation of other
         comprehensive income (loss) is as follows (in thousands):


<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                       JUNE 30,                               JUNE 30,
                                             ---------------------------             ---------------------------
                                              2001                2000                2001                 2000
                                             -------             -------             -------             -------

<S>                                          <C>                 <C>                 <C>                 <C>
Net income (loss)                            $  (935)            $ 4,416             $(2,269)            $ 4,705
Other comprehensive income (loss)               (330)             (1,655)             (4,071)             (1,051)
                                             -------             -------             -------             -------
Comprehensive income (loss)                  $(1,265)            $ 2,761             $(6,340)            $ 3,654
                                             =======             =======             =======             =======
</TABLE>

4.       LONG-TERM DEBT - On August 6, 2001, the Company amended its credit
         facility to reduce the aggregate commitment from its lenders to $125.0
         million (from $201.3 million) and to adjust certain financial
         covenants and interest rate margins. Amounts outstanding under the
         credit facility are due upon the expiration of the amended agreement
         on April 15, 2002. As previously announced, the Company expects to use
         the proceeds from the sale of the European specialized staffing
         business to repay the credit facility. If this sale is not completed
         by April 15, 2002, the Company will either extend the current credit
         facility or renegotiate a new agreement with a syndicate of lenders.
         As a result of the April 15, 2002 maturity of the credit facility,
         all related borrowings are classified as current liabilities as of
         June 30, 2001.

5.       NEW ACCOUNTING PRONOUNCEMENTS - The Securities and Exchange Commission
         ("SEC") staff issued Staff Accounting Bulletin ("SAB") No. 101,
         "Revenue Recognition in Financial Statements," that was applicable to
         AHL in its fourth quarter of fiscal year 2000. SAB No. 101 reflects
         the basic principles of


                                       6
<PAGE>   9


         revenue recognition in existing accounting principles generally
         accepted in the United States and does not supersede any existing
         authoritative literature. SAB No. 101 represents the interpretations
         and practices of the SEC in administering the disclosure requirements
         of the United States securities laws. Some of the topics addressed by
         SAB No. 101 include persuasive evidence of an arrangement, delivery or
         performance, customer acceptance and a fixed or determinable price.
         These guidelines did not have a material impact on AHL's revenue
         recognition practices.

         Statement of Financial Accounting Standards No. 133, "Accounting for
         Derivative Instruments and Hedging Activities" ("SFAS No. 133"),
         establishes accounting and reporting standards for derivative
         instruments, including certain derivative instruments embedded in
         other contracts and for hedging activities. It requires recognition of
         all derivatives as either assets or liabilities in the statement of
         financial position at their fair value. SFAS No. 133 was subsequently
         amended by SFAS No. 137 and SFAS No. 138 to, among other things, defer
         the effective date of SFAS No. 133. AHL adopted SFAS No. 133 on
         January 1, 2001. The new standard did not have a material impact on
         the Company's financial position or results of operations.

         In July 2001, Statement of Financial Accounting Standards No. 141,
         "Business Combinations" ("SFAS No. 141") was issued. SFAS No. 141
         prospectively eliminates the pooling-of-interests method of accounting
         for business combinations and further clarifies the criteria to
         recognize intangible assets separately from goodwill. SFAS No. 141 is
         effective for any business combination completed after June 30, 2001.
         The adoption of SFAS No. 141 did not have an effect on the Company's
         financial position or results of operations.

         In July 2001, Statement of Financial Accounting Standards No. 142,
         "Goodwill and Other Intangible Assets" ("SFAS No. 142") was issued.
         Under SFAS No. 142, goodwill and indefinite lived intangible assets
         are no longer amortized but are reviewed annually for impairment.
         Separable intangible assets that are not deemed to have indefinite
         life will continue to be amortized over their useful lives. The
         amortization provisions of SFAS No. 142 apply to goodwill and
         intangible assets acquired after June 30, 2001. For goodwill and
         intangible assets acquired prior to July 1, 2001, SFAS No. 142 must be
         adopted as of January 1, 2002. The impact on the Company's
         consolidated financial statements, as a result of the adoption of SFAS
         No. 142, has not yet been determined.

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

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2001 AND 2000

Reported operating results for 2001 include the continuing marketing services
businesses, AHL's sole remaining business segment. Discontinued operations
include the results of three of our previous segments, the aviation services
segment and the facility services segment, both of which were sold at the end of
2000, as well as the specialized staffing services segment which is comprised on
our European specialized staffing businesses and the divested U.S. industrial
staffing business. Reported continuing operating results for 2000 include the
continuing marketing services businesses, as well as the abandoned PIMMS store
set-up business.

Revenues decreased $13.8 million, or 28%, to $35.4 million for the second
quarter of 2001 from $49.2 million for the second quarter of 2000. Revenues for
the second quarter of 2000 included $8.5 million for the abandoned PIMMS
operation. Excluding PIMMS, revenues for the second quarter of 2001 decreased
$5.3 million, or 13%, due to the three large one-time marketing promotion
projects for three consumer products customers which were completed in May
2000, the decline in e-business and the effect of the slow-down in the


                                       7
<PAGE>   10


economy on the Company's business, which has resulted in lower revenues with
existing customers and a longer selling cycle.

Cost of services represents the direct costs attributable to a specific
contract, predominantly wages and related benefits, as well as certain related
expenses such as workers' compensation and other direct labor-related expenses.
Cost of services decreased $7.0 million, or 31%, to $15.6 million for the
second quarter of 2001 from $22.6 million for the second quarter of 2000. Cost
of services for the second quarter of 2000 included $5.5 million for the
abandoned PIMMS operation. Excluding PIMMS, costs of services decreased $1.5
million, or 9%. As a percentage of revenues, cost of services increased to
44.2% for the second quarter of 2001 from 42.1% for the second quarter of 2000,
due to the three large one-time marketing promotion projects which were
completed in May 2000 that had higher margins due to their one-time nature.

Gross margin decreased $6.8 million, or 26%, to $19.7 million for the second
quarter of 2001 from $26.5 million for the second quarter of 2000. Gross margin
for the second quarter of 2000 included $3.0 million for the abandoned PIMMS
operation. Excluding PIMMS, gross margin decreased $3.8 million, or 16%. As a
percentage of revenues, gross margin decreased to 55.8% for the second quarter
of 2001 from 57.9% for the second quarter of 2000, due to the reasons discussed
above.

Field operating expenses represent expenses which directly support field and
facility operations, such as field management, facility expenses (such as rent,
utilities and communication costs), equipment leasing, maintenance and local
sales and marketing activities. These expenses decreased $3.5 million, or 19%,
to $15.4 million for the second quarter of 2001 from $18.9 million for the
second quarter of 2000. Field operating expenses for the second quarter of 2000
included $3.5 million for the abandoned PIMMS operation. Excluding PIMMS, field
operating expenses increased $26,000. As a percentage of revenues, field
operating expenses, which are primarily fixed costs, increased to 43.4% for the
second quarter of 2001 as compared to 37.9% for the second quarter of 2000, due
to the decrease in revenue for 2001 and an investment in replacing small aging
facilities with new state of the art facilities, the expansion of the Company's
teleservices operations, the expansion of the Company's merchandising services
national merchandiser infrastructure and the establishment of a vertical
channel sales organization during 2001.

Corporate, general and administrative expenses, which include the cost of
services the Company provides to support and manage its field operations and
facilities, decreased $214,000, or 19%, to $911,000 for the second quarter of
2001 from $1.1 million for the second quarter of 2000. As a percentage of
revenues, excluding the abandoned PIMMS operation, these expenses decreased to
2.6% for the second quarter of 2001 as compared to 2.8% for the second quarter
of 2000 due to cost reduction initiatives taken in the second quarter of 2001.

Depreciation and amortization decreased $273,000, or 11%, to $2.3 million for
the second quarter of 2001 from $2.5 million for the second quarter of 2000.
Depreciation and amortization for the second quarter of 2000 included $641,000
for the abandoned PIMMS operation. Excluding the abandoned PIMMS operation,
depreciation and amortization increased $368,000, or 20%, primarily due to the
additional amortization in 2001 related to the ServiceAdvantage acquisition
earn-out of $12.9 million paid on January 2, 2001. As a percentage of revenues,
depreciation and amortization was 6.4% for the second quarter of 2001 compared
to 4.6% for the second quarter of 2000.

Operating income decreased $2.8 million, or 70%, to $1.2 million for the second
quarter of 2001 from operating income of $4.0 million for the second quarter of
2000. The operating income for the second quarter of 2000 included a loss of
$1.1 million for the abandoned PIMMS operation. Excluding the abandoned PIMMS
operation, operating income decreased $3.9 million, or 76%, primarily as a
result of the decrease in gross


                                       8
<PAGE>   11

margin discussed above. As a percentage of revenues, operating income was 3.4%
for the second quarter of 2001 as compared to 12.5% for the second quarter of
2000.

Interest expense, net, represents the interest on the outstanding debt of the
Company allocated to the continuing operations net of the interest income on the
notes receivable from the October 2000 U.S. industrial staffing divestiture.
Interest expense, net, increased $203,000, or 25%, to $1.0 million for the
second quarter of 2001 from $821,000 for the second quarter of 2000, primarily
due to the interest related to the debt incurred for the ServiceAdvantage
acquisition earn-out and the Company's stock repurchase program. Interest income
from the notes receivable was $75,000 for the second quarter of 2001. As a
percentage of revenues, interest expense, net, was 2.9% for the second quarter
of 2001 as compared to 1.7% for the second quarter of 2000.

Income tax provision decreased $1.2 million to $72,000 for the second quarter of
2001 from $1.3 million for the second quarter of 2000. The Company provided for
income taxes at a rate of 40.0% for the second quarter of 2001 and 2000,
respectively.

On December 29, 2000, AHL sold its U.S. and European aviation and facility
services businesses. Revenues from these segments were $110.0 million for the
second quarter of 2000. The income from discontinued operations of $869,000 for
the second quarter of 2000 includes the results of operations for these
segments of $3.9 million, net of the applicable interest expense of $2.4
million and income taxes of $627,000.

On July 20, 2001, AHL announced its intention to divest the European specialized
staffing business. On October 13, 2000, AHL sold the assets of its U.S.
industrial staffing business. Revenues from this segment were $51.9 million and
$62.6 million for the second quarter of 2001 and 2000, respectively. The income
(loss) from discontinued operations of a loss of $1.0 million and income of $1.6
million for the second quarter of 2001 and 2000, respectively, include the
results of operations for this segment of a loss of $961,000 and income of $4.0
million, respectively, net of the applicable interest expense of $830,000 and
$1.0 million, respectively, and income tax benefit of $749,000 and provision for
income taxes of $1.4 million, respectively. The loss from discontinued
operations in the second quarter of 2001 was primarily due to the structuring
costs associated with positioning the European specialized staffing business for
sale, the strength of the U.S. dollar and investment in new branch openings.

Net income decreased $5.4 million to a net loss of $935,000 for the second
quarter of 2001 from net income of $4.4 million for the second quarter of 2000,
due to the reasons discussed above.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2001 AND 2000

Reported operating results for 2001 include the continuing marketing services
businesses, as well as the PIMMS store set-up business which closing was
finalized during the first quarter of 2001. Discontinued operations for 2001
include the European specialized staffing business. Reported continuing
operating results for 2000 include the continuing marketing services businesses,
as well as the abandoned PIMMS store set-up business. Discontinued operations
for 2000 include the divested aviation and facility services segments and the
specialized staffing services segment.

Revenues decreased $25.2 million, or 26%, to $73.3 million for the six months
ended June 30, 2001 from $98.5 million for the six months ended June 30, 2000.
Revenues for the six months ended June 30, 2001 included $918,000 for the
abandoned PIMMS operation. Revenues for the six months ended June 30, 2000
included $18.7 million for the abandoned PIMMS operation. Excluding PIMMS,
revenues for the six months ended June 30, 2001 decreased $7.4 million, or 9%.
Revenues for the six months ended June 30, 2001 were negatively impacted, as
compared to the revenues for the six months ended June 30, 2000, due to the
three large one-time


                                       9
<PAGE>   12

marketing promotion projects for three consumer products customers in 2000 which
were completed in May 2000, the decline in e-business, and the effect of the
slow-down in the economy on the Company's business, which has resulted in lower
revenues with existing customers and a longer selling cycle.

Cost of services decreased $13.1 million, or 28%, to $33.2 million for the six
months ended June 30, 2001 from $46.3 million for the six months ended June 30,
2000. Cost of services for the six months ended June 30, 2001 included $389,000
for the abandoned PIMMS operation. Cost of services for the six months ended
June 30, 2000 included $12.4 million for the abandoned PIMMS operation.
Excluding PIMMS, costs of services increased $1.0 million, or 3%. As a
percentage of revenues, cost of services increased to 45.4% for the six months
ended June 30, 2001 from 42.4% for the six months ended June 30, 2000. This
increase was primarily due to the three large one-time marketing projects which
were completed in May 2000 that had higher margins due to their one-time nature.

Gross margin decreased $12.1 million, or 23%, to $40.1 million for the six
months ended June 30, 2001 from $52.2 million for the six months ended June 30,
2000. Gross margin for the six months ended June 30, 2001 included $529,000 for
the abandoned PIMMS operation. Gross margin for the six months ended June 30,
2000 included $6.3 million for the abandoned PIMMS operation. Excluding PIMMS,
gross margin decreased $6.4 million, or 14%. As a percentage of revenues, gross
margin decreased to 54.6% for the six months ended June 30, 2001 from 57.6% for
the six months ended June 30, 2000, due to the reasons discussed above.

Field operating expenses decreased $7.0 million, or 18%, to $32.6 million for
the six months ended June 30, 2001 from $39.6 million for the six months ended
June 30, 2000. Field operating expenses for the six months ended June 30, 2001
included $529,000 for the abandoned PIMMS operation. Field operating expenses
for the six months ended June 30, 2000 included $6.6 million for the abandoned
PIMMS operation. Excluding PIMMS, field operating expenses decreased $934,000,
or 3%. As a percentage of revenues, field operating expenses, which are
primarily fixed costs, increased to 44.3% for the six months ended June 30, 2001
as compared to 41.4% for the six months ended June 30, 2000, due to the decrease
in revenue for 2001.

Corporate, general and administrative expenses decreased $153,000, or 6%, to
$2.5 million for the six months ended June 30, 2001 from $2.7 million for the
six months ended June 30, 2000. As a percentage of revenues, excluding the
abandoned PIMMS operation, these expenses increased slightly to 3.5% for the six
months ended June 30, 2001 as compared to 3.4% for the six months ended June 30,
2000, due to the decrease in revenue discussed above.

Depreciation and amortization decreased $585,000, or 12%, to $4.4 million for
the six months ended June 30, 2001 from $5.0 million for the six months ended
June 30, 2000. Depreciation and amortization for the six months ended June 30,
2000 included $1.2 million for the abandoned PIMMS operation. Excluding the
abandoned PIMMS operation, depreciation and amortization increased $655,000, or
18%, primarily due to the additional amortization in 2001 related to the
ServiceAdvantage acquisition earn-out of $12.9 million paid on January 2, 2001.
As a percentage of revenues, depreciation and amortization was 6.0% for the six
months ended June 30, 2001 and 4.7% for the six months ended June 30, 2000.

Final PIMMS severance costs represent severance costs related to the abandonment
of the PIMMS operation. In December 2000, AHL committed to discontinue
operations of its store set-up business unit, formerly called PIMMS. A
comprehensive strategic review of the unprofitable store set-up business
indicated AHL had more attractive options and that the store set-up business did
not meet criteria for continued investment. The store set-up business had become
more project driven than anticipated with increasing surge capacity requirements
and difficult-to-forecast utilization rates. To become a profitable business
would require significant additional


                                       10
<PAGE>   13

investment to develop geographic density and maintain a national infrastructure.
The Company recorded $66.7 million in impairment and other related costs in
December 2000. Included in this charge was an accrual for lease termination
costs of $1.4 million, $360,000 of which remains at June 30, 2001. All other
cash components of this charge were paid during 2000. The Company completed the
closing of the PIMMS operation on March 16, 2001. The Company took a final
charge for the related severance expense of $2.5 million for the first quarter
of 2001.

Operating income (loss) decreased $7.0 million to an operating loss of $2.0
million for the six months ended June 30, 2001 from operating income of $5.0
million for the six months ended June 30, 2000. The operating loss for the six
months ended June 30, 2001 included a $2.5 million charge for the abandoned
PIMMS operation. The operating income for the six months ended June 30, 2000
included a loss of $1.5 million for the abandoned PIMMS operation. Excluding the
abandoned PIMMS operation, operating income decreased $6.0 million, or 91%,
primarily as a result of the decrease in gross margin discussed above. As a
percentage of revenues, operating income was 0.8% for the six months ended June
30, 2001 as compared to 8.2% for the six months ended June 30, 2000.

Interest expense, net, increased $65,000, or 4%, to $1.8 million for the six
months ended June 30, 2001 from $1.7 for the six months ended June 30, 2000
primarily due to the interest related to the debt incurred for the
ServiceAdvantage acquisition earn-out and the Company's stock repurchase
program. Interest income on the notes receivable from the October 2000 U.S.
industrial staffing divestiture was $300,000 for the six months ended June 30,
2001. As a percentage of revenues, excluding the abandoned PIMMS operation,
interest expense, net, was 2.5% for the six months ended June 30, 2001 as
compared to 1.7% for the six months ended June 30, 2000.

Income tax provision (benefit) decreased $2.8 million to a benefit of $1.5
million for the six months ended June 30, 2001 from a provision of $1.3 million
for the six months ended June 30, 2000. The Company provided for income taxes at
a rate of 40.0% for the six months ended June 30, 2001 and 2000, respectively.

On December 29, 2000, AHL sold its U.S. and European aviation and facility
services businesses. Revenues from these segments were $220.4 million for the
six months ended June 30, 2000. The loss from discontinued operations of $1.2
million for the six months ended June 30, 2000 includes the results of
operations of $2.8 million for these segments, net of the applicable interest
expense of $4.9 million and income tax benefit of $887,000.

On July 20, 2001, AHL announced its intention to divest the European specialized
staffing business. On October 13, 2000, AHL sold the assets of its U.S.
industrial staffing business. Revenues from this segment were $105.3 million and
$121.9 million for the six months ended June 30, 2001 and 2000, respectively.
The income (loss) from discontinued operations of a loss of $25,000 and income
of $4.0 million for the six months ended June 30, 2001 and 2000, respectively,
include the results of operations of $1.5 million and $9.1 million,
respectively, for this segment, net of the applicable interest expense of
$1.6 million and $2.1 million, respectively, and income tax benefit of $23,000
and provision for income taxes of $3.0 million, respectively. The loss from
discontinued operations for the six months ended June 30, 2001 was primarily due
to the structuring costs associated with positioning the European specialized
staffing business for sale, the strength of the U.S. dollar and investment in
new branch openings.

Net income decreased $7.0 million to a net loss of $2.3 million for the six
months ended June 30, 2001 as compared to net income of $4.7 million for the six
months ended June 30, 2000 due to the reasons discussed above.


                                       11
<PAGE>   14

LIQUIDITY AND CAPITAL RESOURCES

Cash used in operating activities was $3.6 million for the six months ended June
30, 2001 compared to cash provided by operating activities of $18.5 million for
the six months ended June 30, 2000. This decrease in cash provided by operating
activities was primarily the result of a change of $11.0 million in working
capital due to the sale of the U.S. and European aviation and facility services
businesses, which had seasonally strong cash flow in the first half of the
fiscal year, the timing of payments of accounts payable and accrued expenses and
a $11.0 million decrease in net income before depreciation and amortization as a
result of the divestiture and abandonment of several business units. Cash used
in investing activities for the six months ended June 30, 2001 was $31.3 million
compared to $10.7 million for the six months ended June 30, 2000. The cash used
in investing activities for the six months ended June 30, 2001 was primarily due
to the acquisition consideration paid for the ServiceAdvantage earn-out of $12.9
million, the payment of $9.5 million in transaction expenses on the sale of the
U.S. and European aviation and facility services businesses, and additions to
property and equipment of $7.9 million. The use of cash for investing activities
for the six months ended June 30, 2000 was principally a result of acquisition
consideration paid for a UK staffing business earn-out and additions to property
and equipment of $7.4 million. Cash provided by financing activities for the six
months ended June 30, 2001 was $19.4 million compared to cash used in financing
activities of $7.4 million for the six months ended June 30, 2000. During these
periods, net borrowings under the credit facility were offset by the Company's
share repurchase program. The Company repurchased 260,000 shares of its common
stock in the six months ended June 30, 2001 for $2.3 million. The Company
repurchased 935,600 shares of its common stock in the six months ended June 30,
2000 for $10.1 million.

Capital expenditures were $7.9 million and $7.4 million for the six months ended
June 30, 2001 and 2000, respectively. Historically, capital expenditures have
been, and future expenditures are anticipated to be, primarily to support
expansion of AHL's marketing services business' facilities and computer systems.
AHL's capital expenditures over the next several years, as a percentage of its
revenues, excluding revenues from discontinued and abandoned operations, are
expected to be generally consistent with those of the most recent fiscal year.

The Company's credit facility allowed the Company to repurchase up to $20.0
million of its common stock. During the six months ended June 30, 2001, the
Company repurchased 260,000 shares for $2.3 million and completed the $20.0
million share repurchase program.

On August 7, 2001, the Company amended its credit facility to reduce the
aggregate commitment from its lenders to $125.0 million (from $201.3 million)
and to adjust certain financial covenants and interest rate margins. Any unpaid
balance of the credit facility is due upon the expiration of the amended
agreement on April 15, 2002. As previously announced, the Company expects to use
the proceeds from the sale of the European staffing business to repay the credit
facility. If this sale is not completed by April 15, 2002, the Company will
either extend the current credit facility or renegotiate a new agreement with a
syndicate of lenders.

FORWARD-LOOKING STATEMENTS

Certain statements made in this report, and other written or oral statements
made by or on behalf of AHL, may constitute "forward-looking statements" within
the meaning of the federal securities laws. When used in this report, the words
"believes," "expects," "estimates" and similar expressions are intended to
identify forward-looking statements. Statements regarding future events and
developments and AHL's future performance, as well as its expectations, beliefs,
plans, estimates or projections relating to the future, are forward-looking
statements within the meaning of these laws. All forward-looking statements are
subject to certain risks and


                                       12
<PAGE>   15

uncertainties that could cause actual events to differ materially from those
projected. Management believes that these forward-looking statements are
reasonable; however, you should not place undue reliance on such statements.
These statements are based on current expectations and speak only as of the date
of such statements. AHL undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of future events, new
information or otherwise, other than as required by law.

Among the important factors that could cause actual results to differ materially
from those indicated by our forward-looking statements are: general economic
conditions; pricing actions taken by competitors; labor relations; regulatory
changes; integration of acquisitions; our ability to identify a buyer for, and
to successfully negotiate and close the sale of, our specialized staffing
services business that we operate in Germany and the United Kingdom; changes in
international trade and other laws which impact the way in which AHL conducts
its business; the ability of AHL to extend the credit facility or renegotiate it
on terms not substantially different from those now in effect; and other risk
factors detailed in our filings with the Securities and Exchange Commission. You
should not place undue reliance on any forward-looking statements, since those
statements speak only as of the date they are made.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY RISK

AHL's discontinued European specialized staffing operation's revenues are
received, and operating costs are incurred, in foreign currencies (primarily the
British pound and the Euro/German mark), with a significant amount of operating
income being derived from operations in the United Kingdom and Germany. For the
six months ended June 30, 2001 and 2000, these foreign operations, which have
been classified as discontinued operations, generated $1.4 million and $6.4
million of operating income as compared to operating income (loss) of a loss of
$2.0 million and income of $5.0 million being generated by AHL's U.S. based
continuing operations, respectively. The denomination of foreign subsidiaries'
account balances in their local currency exposes AHL to certain foreign exchange
rate risks. AHL addresses the exposure by financing most working capital needs
in the applicable foreign currencies. AHL has not engaged in hedging
transactions to reduce exposure to fluctuations in foreign currency exchange
rates. Foreign currency transaction exposure is insignificant as most
transactions of AHL's foreign subsidiaries are functional currency denominated.

INTEREST RATE RISK

The Company maintains a credit facility and an interest rate swap agreement
which subjects the Company to the risk of loss associated with movements in
market interest rates. The Company's credit facility had a balance outstanding
at June 30, 2001, of $86.7 million, which was at a variable rate of interest. In
order to hedge against increasing European interest rates, effective October 6,
1998, the Company entered into a four-year interest rate swap agreement in the
notional amount of $30.0 million to offset a portion of the floating interest
rate risk. On May 14, 1999, this swap agreement was replaced with a three-year
interest rate swap agreement with a notional amount of approximately $45.0
million. On January 31, 2000, the Company entered into an additional interest
rate swap agreement in the notional amount of approximately $15.0 million. On
November 1, 2000, these interest rate swap agreements were replaced with a
one-year agreement in the notional amount of Euro 61.6 million at a fixed rate
of 4.63% plus the applicable margin. The fair value of the interest rate swap
agreement at June 30, 2001, was not material. A change in the prevailing
interest rates of 10% would result in a change in the total fair value of
long-term debt of approximately $480,000. Fair values were determined from
discounted cash flows.


                                       13
<PAGE>   16

PART II - OTHER INFORMATION AND SIGNATURE

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's Annual Meeting of Shareholders was held on May 10, 2001. The
matters voted upon and the results of voting were as follows:

         -        to elect two directors to serve until the annual meeting of
                  shareholders in 2004 or until their successors are duly
                  elected and qualified: The nominees: Messrs. Mellett and Ward
                  were elected to the Company's board of directors to serve
                  until the annual meeting of shareholders in 2004. For Mr.
                  Mellett, there were 14,012,500 votes for and 343,397 votes
                  withheld. For Mr. Ward, there were 14,033,900 votes for and
                  321,997 votes withheld;

         -        to elect one director to serve until the annual meeting of
                  shareholders in 2003 or until his successor is duly elected
                  and qualified: The nominee: Mr. Marano was elected to the
                  Company's board of directors to serve until the annual meeting
                  of shareholders in 2003. For Mr. Marano, there were 14,010,625
                  votes for and 345,272 votes withheld;

         -        to elect one director to serve until the annual meeting of
                  shareholders in 2002 or until his successor is duly elected
                  and qualified: The nominee: Mr. Domanico was elected to the
                  Company's board of directors to serve until the annual meeting
                  of shareholders in 2002. For Mr. Domanico, there were
                  14,011,425 votes for and 344,472 votes withheld;

         -        to approve and adopt the Performance Bonus Program established
                  for Frank A. Argenbright, Jr. There were 11,912,075 votes for,
                  47,480 votes against, and 150,940 votes abstained for the
                  approval of the Performance Bonus Program; and

         -        to ratify the appointment of Arthur Andersen LLP as
                  independent auditors for the Company for the year ending
                  December 31, 2001: There were 14,333,558 votes for, 20,114
                  votes against, and 2,225 votes abstained for ratification of
                  the appointment of Arthur Andersen LLP as the Company's
                  independent public accountants.


                                       14
<PAGE>   17

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

                  (a)       Exhibits:

<TABLE>
<CAPTION>
                                    Exhibit
                                    Number            Description
                                    -------           -----------
                                    <S>               <C>
                                      10.1      Employment Agreement between AHL
                                                Services, Inc. and Ronald J.
                                                Domanico dated as of
                                                March 30, 2001.

                                      10.2      The Consent, dated as of  June 28,
                                                2001, by and among AHL Services,
                                                Inc. and its subsidiaries and First
                                                Union National Bank, as
                                                administrative agent, and the group
                                                of financial institutions listed on
                                                the signature pages thereto.

                                      10.3      The Fifth Amendment to the Second
                                                Amended and Restated Credit
                                                Agreement, dated as of  August 7,
                                                2001, by and among AHL Services,
                                                Inc. and its subsidiaries and First
                                                Union National Bank, as
                                                administrative agent, and the group
                                                of financial institutions listed on
                                                the signature pages thereto.

                                      11        Computation of Earnings Per Share
</TABLE>

                  (b)      Reports on Form 8-K:

         No reports on Form 8-K were filed during the quarter ended June 30,
2001.

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.

                                             AHL SERVICES, INC.
                                             (REGISTRANT)


Date: August 14, 2001                        By: /s/ Ronald J. Domanico
                                                --------------------------------
                                                Ronald J. Domanico
                                                Executive Vice President and
                                                Chief Financial Officer


                                       15