SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 number 333-34835-01 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP (Exact name of Registrant as specified in its organizational documents)

MARYLAND 87-0516235 --------------------- --------------- (State of organization) (I.R.S. Employer Identification No.) 35 CENTURY PARK-WAY SALT LAKE CITY, UTAH 84115 (801) 486-3911 -------------------------- ------------- (Address of principal executive offices, ~~including zip code)~~ (Registrant's telephone number, including zip code) including area code)

Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] DOCUMENTS INCORPORATED BY REFERENCE Portions of JP Realty Inc.'s proxy statement for its 2002 Annual Meeting of Stockholders scheduled to be held on May 1, 2002 are incorporated by reference into Part III of this Annual Report on Form 10-K. Certain matters discussed under the captions "Business and Properties", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Quantitative and Qualitative Disclosures About Market Risk" and elsewhere in this Annual Report on Form 10-K and the information incorporated by reference herein may constitute forward-looking statements, and as such may involve known and unknown risks, uncertainties and assumptions. Actual future performance, achievements and results of the Company may differ materially from those expressed or implied by such forward-looking statements as a result of such known and unknown risks, uncertainties, assumptions and other factors. Representative examples of these factors include, without limitation, general industry and economic conditions, interest rate trends, terrorist activities, cost of capital and capital requirements, availability of real estate properties, competition from other companies and venues for the sale/distribution of goods and services, shifts in customer demands, tenant bankruptcies, governmental and public policy changes and the continued availability of financing in the amounts and on the terms necessary to support the future business of Price Development Company, Limited Partnership. Readers are cautioned that the Company's actual results could differ materially from those set forth in such forward-looking statements. PART I ITEMS 1 AND 2. BUSINESS AND PROPERTIES GENERAL JP Realty, Inc., a Maryland Corporation (together with its subsidiaries, the "Company"), is the sole general partner of Price Development Company, Limited Partnership, a Maryland limited partnership (the "Operating Partnership"). The Company is a fully integrated, self-administered and self- managed real estate investment trust ("REIT") primarily engaged in the business of owning, leasing, managing, operating, developing, redeveloping and acquiring regional malls, community centers and other commercial and retail properties in Utah, Idaho, Colorado, Arizona, Nevada, New Mexico and Wyoming (the "Intermountain Region"), as well as in Oregon, Washington and California (together with the Intermountain Region, the "Western States"). The Company was formed on September 8, 1993 to continue and expand the business commenced in 1957, of certain companies (the "Predecessor Companies") affiliated with John Price, Chairman of the Board and Chief Executive Officer of the Company. The Company conducts all of its business operations through, and holds a controlling interest in the Operating Partnership. As of December 31, 2001, the Company, through the Operating Partnership, held a portfolio consisting of 50 properties (the "Properties" or, individually, a "Property"), including 18 enclosed regional malls, 25 community centers and one free-standing retail Property located in ten states and six mixed-use commercial Properties located primarily in the Salt Lake City, Utah metropolitan area. Since 1976, the Company and the Predecessor Companies have been responsible for developing more retail malls in the region covered by Utah, Idaho, Colorado, Nevada, New Mexico and Wyoming than any other developer, having constructed, developed or redeveloped 12 malls in this region (as well as four other malls in Arizona, Oregon and Washington). Based on total gross leasable area (Company-owned leasable area plus any tenant-owned leasable area within the Company's Properties ("Total GLA")), the Company owns and operates the largest retail property portfolio in each of the states of Utah, Idaho and Wyoming, and is one of the leading owners and operators of retail shopping center properties throughout the Intermountain Region. As of December 31, 2001, the Company's retail portfolio contained an aggregate of 13,843,236 square feet of Total GLA and its commercial portfolio contained an aggregate of 1,354,774 square feet of gross leasable area (Company-owned leasable area within the Company's Properties ("GLA")). Based on Total GLA, the Company's retail Properties were approximately 93% leased as of December 31, 2001 and, based on GLA, its commercial Properties were approximately 96% leased as of that date. Segment information for the years ended December 31, 2001, 2000 and 1999 is included in the financial statements attached to this Annual Report on Form 10-K. The Company's strategy is to expand its dominant market position in the Intermountain Region, and to continue to achieve cash flow growth and enhance the value of the Properties by increasing their rental income and net operating income over time. The Company expects to achieve rental income and net operating income growth through re-leasing available space at higher rent levels and selectively renovating, expanding and redeveloping the Properties. In order to expand its market position, the Company expects to concentrate its acquisition and other development activities in the Western States. On April 23, 1999, the Operating Partnership issued 510,000 Series A 8.75% cumulative redeemable preferred units of limited partner interest (the "Series A Preferred Units") in a private placement. Each Series A Preferred Unit represents a limited partner interest in the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Operating 2 Partnership used the net proceeds of approximately $12.3 million for the partial repayment of borrowings outstanding under the Operating Partnership's then-existing $200 million unsecured credit facility (the "Prior Credit Facility"). The Series A Preferred Units, which may be redeemed for cash at the option of the Operating Partnership on or after April 23, 2004, have no stated maturity or mandatory redemption and are not convertible into any other securities of the Operating Partnership. The Series A Preferred Units are exchangeable at the option of the preferred unitholder at a rate of one Series A Preferred Unit for one share of the Company's Series A 8.75% cumulative redeemable preferred stock beginning April 23, 2009 or earlier under certain circumstances. In the event that shares of Series A preferred stock are issued in exchange for Series A Preferred Units, the Operating Partnership will issue an equivalent number of Series A Preferred Units to the Company. Any shares of Series A preferred stock issued in exchange for Series A Preferred Units will have the same rights, terms and conditions with respect to redemption as the Series A Preferred Units and will not be convertible into any other securities of the Company. On July 21, 1999, the Operating Partnership borrowed $33,777,000 from the Prior Credit Facility to reduce the Company's collateralized notes due 2001, bearing interest at a fixed 6.37% per annum, from $95,000,000 to $61,223,000. This transaction unencumbered four regional mall Properties. On January 22, 2001, the remaining balance of $61,223,000 on these notes matured and was paid off, unencumbering four additional regional mall Properties. In connection with the repayment of these notes, one of the Properties (Boise Towne Square) was used to secure a new first mortgage debt in the amount of $79,000,000 bearing interest at a fixed 6.64% per annum. The excess proceeds were used to pay transaction costs and reduce the outstanding balance on the 2000 Credit Facility (as defined herein). On July 28, 1999, the Operating Partnership issued 3,800,000 Series B 8.95% cumulative redeemable preferred units of limited partner interest (the "Series B Preferred Units") in a private placement. Each Series B Preferred Unit represents a limited partner interest in the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Operating Partnership used the net proceeds of approximately $92.2 million to repay $90 million in borrowings outstanding under the Prior Credit Facility and to increase operating cash. The Series B Preferred Units, which may be redeemed for cash at the option of the Operating Partnership on or after July 28, 2004, have no stated maturity or mandatory redemption and are not convertible into any other securities of the Operating Partnership. The Series B Preferred Units are exchangeable at the option of the preferred unitholder at a rate of one Series B Preferred Unit for one share of the Company's Series B 8.95% cumulative redeemable preferred stock beginning July 28, 2009 or earlier under certain circumstances. In the event that shares of Series B preferred stock are issued in exchange for Series B Preferred Units, the Operating Partnership will issue an equivalent number of Series B Preferred Units to the Company. Any shares of Series B preferred stock issued in exchange for Series B Preferred Units will have the same rights, terms and conditions with respect to redemption as the Series B Preferred Units and will not be convertible into any other securities of the Company. In August 1999, the Company adopted a stockholders' rights plan, as such may be amended or restated from time to time, declaring a dividend of one right for each share of the Company's Common Stock outstanding on or after August 18, 1999. Pursuant to the plan, each right will entitle holders of the Company's Common Stock to buy one unit (a "Unit") of Series A Junior Participating Preferred Stock (the "Junior Preferred Stock") at an exercise price of seventy dollars. Each Unit will have substantially the same economic and voting rights as one share of Common Stock. The rights will be exercisable, and will detach from the Common Stock, only (A) if a person or group (i) acquires 15% or more of the outstanding shares of the Company's Common Stock; (ii) announces a tender or exchange offer that, if consummated, would result in a person or group beneficially owning 15% or more of the outstanding shares of the Company's Common Stock; (iii) is declared by the Board of Directors to be an Adverse Person (as defined in the plan) if such person or group beneficially owns 10% or more of the outstanding shares of the Company's Common Stock; or (iv) acquires beneficial ownership of 40% or more of the outstanding shares of the Company's Common Stock; or (B) upon the occurrence of certain events involving a consolidation, merger or sale or transfer of assets or earning power of the Company. Upon the occurrence of certain triggering events, each right will entitle the holder (other than the acquiring person or group) to purchase Units (or, in certain circumstances, Common Stock of the acquiring person or group) with a value of twice the exercise price of the rights upon payment of the exercise price. In connection with the plan, 3,060,000 shares of Junior Preferred Stock were reserved for issuance. The rights are redeemable by the Company under certain circumstances at $.0001 per right and will expire, unless earlier redeemed, on August 11, 2009. 3 In October 1999, the Company's Board of Directors authorized the Company to repurchase up to $25,000,000 of its outstanding Common Stock through open market purchases and private transactions. Accordingly, from October 25, 1999 through March 20, 2000, the Company repurchased 1,463,100 shares of Common Stock for approximately $24,998,000. All shares of Common Stock which have been repurchased by the Company have been retired. On May 1, 2000, the Operating Partnership issued 320,000 Series C 8.75% cumulative redeemable preferred units of limited partner interest (the "Series C Preferred Units") in a private placement. Each Series C Preferred Unit represents a limited partner interest of the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Operating Partnership used the net proceeds of approximately $7.8 million for the partial repayment of borrowings outstanding under the Prior Credit Facility. The Series C Preferred Units, which may be redeemed for cash at the option of the Operating Partnership on or after May 1, 2005, have no stated maturity or mandatory redemption and are not convertible into any other securities of the Operating Partnership. The Series C Preferred Units are exchangeable at the option of the preferred unitholder at a rate of one Series C Preferred Unit for one share of the Company's Series C 8.75% cumulative redeemable preferred stock beginning May 1, 2010 or earlier under certain circumstances. In the event that shares of Series C preferred stock are issued in exchange for Series C Preferred Units, the Operating Partnership will issue an equivalent number of Series C Preferred Units to the Company. Any shares of Series C preferred stock issued in exchange for Series C Preferred Units will have the same rights, terms and conditions with respect to redemption as the Series C Preferred Units and will not be convertible into any other securities of the Company. On July 28, 2000, the Operating Partnership replaced and canceled the Prior Credit Facility with a new $200 million unsecured credit facility (the "2000 Credit Facility") from a syndicate of banks lead by Bank One, NA. The 2000 Credit Facility has a three-year term and bears interest, at the option of the Operating Partnership, at one or a combination of (i) the higher of the federal funds rate plus 50 basis points or the prime rate or (ii) LIBOR plus a spread of 85 to 145 basis points. The LIBOR spread is determined by the Operating Partnership's credit rating and/or leverage ratio. The 2000 Credit Facility also includes a competitive bid option in the amount of $100 million which will allow the Operating Partnership to solicit bids for borrowings from the bank syndicate. The 2000 Credit Facility will be used for general corporate purposes including development, working capital, repayment of indebtedness and/or amortization payments. The 2000 Credit Facility contains restrictive covenants, including limitations on the amount of outstanding secured and unsecured debt of the Operating Partnership and requires the Operating Partnership to maintain certain financial ratios. The 2000 Credit Facility was used to payoff and replace the Prior Credit Facility. The 2000 Credit Facility provides for monthly payments of interest only. The weighted average interest rate paid on borrowings under the 2000 Credit Facility during the year ended December 31, 2001 was 5.16% per annum and the balance outstanding at December 31, 2001 was $124,000,000. On January 22, 2001, the Operating Partnership through Boise Mall, LLC, a wholly-owned subsidiary, obtained a first mortgage on Boise Towne Square, in Boise, Idaho, in the amount of $79,000,000 with a ten-year term. The payment is based on a thirty-year amortization schedule with a balloon payment of $68,315,000 on February 10, 2011, bearing interest at a fixed 6.64% per annum. The Operating Partnership used the proceeds to pay-off $61,223,000 outstanding notes due 2001, secured by real estate, with an interest rate of 6.37% to reduce amounts outstanding under the Operating Partnership's 2000 Credit Facility. The Properties unencumbered by this transaction include Cottonwood Mall in Holladay, Utah; North Plains Mall, in Clovis, New Mexico; and the Three Rivers Mall, in Kelso, Washington. On February 20, 2001, the Operating Partnership issued 2,500 units of limited partner interest to New Mexico I Partners in connection with its purchase of land and building at Animas Valley Mall, in Farmington, New Mexico, from New Mexico I Partners. The value of the Operating Partnership Units issued at that time was $47,000. On June 28, 2001, Provo Mall Development Company Ltd., a consolidated partnership of which the Operating Partnership is the general partner, exercised its right to extend its $50,000,000 variable rate construction loan facility. The balance outstanding as of December 31, 2001 was $44,085,000. The extension is for a two-year period maturing July 1, 2003. On July 31, 2001, Spokane Mall Development Company, Ltd. Partnership, a consolidated partnership of which the Operating Partnership is the general partner, obtained a new loan facility from a group of banks led by Bank One, Arizona, NA. The new loan facility totaled $47,340,000, of which $41,600,000 was drawn at closing and used to pay-off and terminate the maturing $50,000,000 Spokane Valley Mall construction loan, which had a balance of $41,600,000. The new loan facility is for two years, maturing on July 31, 2003, with an interest rate of LIBOR plus 150 basis points. An additional $5,740,000 was drawn on the loan facility in December 2001 to help fund the newly developed Spokane Valley Mall Plaza, a new community center located next to Spokane Valley Mall, in Spokane, Washington. The balance outstanding under this loan facility, as of December 31, 2001, was $47,340,000. 4 On October 12, 2001, the Operating Partnership used operating cash to pay off a $1,243,000 loan on the Company's Sears-East Bay Property, in Provo, Utah, which was scheduled to mature on November 30, 2001. The loan had a stated interest rate of 9.38% per annum. Each of the Company's regional malls is the premier and dominant mall and, in some cases, the only mall within its trade area and is generally considered to be the financial, economic and social center for a given geographic area. The trade areas surrounding the Company's malls have a drawing radius, depending on the mall, ranging from five to over 150 miles. The malls have attracted as anchor tenants some of the leading national and regional retail companies such as JCPenney, Nordstrom, The Bon March, Sears, Dillard's, Mervyn's and Meier & Frank. The 18 regional malls in the portfolio contain an aggregate of approximately 10,414,000 square feet of Total GLA and range in size from approximately 301,000 to approximately 1,166,000 square feet of Total GLA. The community center portfolio consists of 25 Properties in eight states containing approximately 3,427,000 square feet of Total GLA. The one free-standing retail Property contains a total of approximately 2,000 square feet of GLA. The commercial portfolio, which includes 38 commercial buildings containing approximately 1,355,000 square feet of GLA, is primarily located in the Salt Lake City, Utah area where the Company's headquarters are located. In October 2001, Spokane Mall Development Company, Ltd. Partnership, a consolidated partnership of which the Operating Partnership is the general partner, opened Spokane Valley Mall Plaza, a new community center development in Spokane, Washington. This Property is next to the Spokane Valley Mall and contains approximately 132,000 square feet of GLA. At December 31, 2001, this Property was 100% occupied. On November 5, 2001, the Operating Partnership sold Fry's Plaza, a community center, in Glendale, Arizona, for approximately $7,450,000. This property had approximately 119,000 square feet of GLA. The gain on the sale of this property was $4,093,000. The Company sold parcels of undeveloped land adjacent to its Cache Valley Mall, in Logan, Utah, and adjacent to its Spokane Valley Mall, in Spokane, Washington, during 2001. The gain on sale at these Properties was $872,000 and $118,000, respectively. 5 PROPERTIES The following tables set forth certain information relating to the Properties, all of which (except as otherwise indicated) are 100% owned by the Operating Partnership. The Company believes that all such Properties are adequately covered by insurance.

RETAIL PROPERTIES OCCUPANCY AS OF 12/31/~~2000~~2001 (6) ----------------------- FREE- BASED STANDING TENANT TOTAL TENANT ON BASED TENANT OWNER- PROPERTY STORES(2)SHOPS(3) ANCHORS GLA(4) GLA(5) OWNED TOTAL ON SHOP SHIP PROPERTY LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) GLA GLA SPACE TYPE(67)ANCHORS --------------- -------- ------- ------- -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ---------- REGIONAL MALLS Utah ---- Cache Valley Mall Logan RM 30,120 9897,~~573~~011 182,889 ~~311~~310,~~582~~020 ~~309~~307,~~082~~520 2,500 9594.53% 9594.42% 8583.78% Fee JCPenney, ~~ZCMI~~Dillard's, C-A-L Ranch, Gotts- chalk's Cottonwood Mall (78) ~~(35)~~ Holladay RM 53,300 ~~323~~322,~~098~~890 379,508 755,~~906~~698 755,~~906~~698 -- 8884.69% 8884.69% 7364.46% Fee JCPenney, ~~ZCMI~~Meier & Frank Provo Towne ~~Centre~~Center (79) Provo RM 9,564 ~~232~~231,~~252~~532 560,505 ~~802~~801,~~321~~601 ~~461~~460,~~692~~972 340,629 ~~(8) 96~~95.12% 9391.27% 8683.54% Fee JCPenney, (10) Dillard's, Cinemark Theaters, Sears Red Cliffs ~~Mall~~ St. Mall George RM 17,425 9190,~~301~~977 277,057 385,~~783~~459 271,~~512~~188 114,271 ~~George (9) 97~~98.53% 9697.56% 8992.69% Fee JCPenney, (11) Sears, ~~ZCMI,~~Dillard's ~~Wal-Mart~~(11) IDAHO ----- Boise ~~Town~~Towne Square (79) Boise RM 8490,418 ~~392~~391,~~647~~398 ~~694~~684,~~463~~597 1,~~171~~166,~~528~~413 ~~589~~594,~~891~~642 ~~581~~571,~~637~~771 ~~(10) 97~~98.8% 9597.7% 9396.5% Fee/ JCPenney, (12) GL/(1113) ~~JCPenney,~~ Dillard's, Sears, The Bon March, Mervyn's Grand Teton Idaho Mall ~~Idaho~~Falls RM 29,089 164,~~604~~064 344,882 538,~~575~~035 532,~~955~~415 5,620 9796.96% 9796.85% 9388.08% Fee JCPenney, ~~Falls~~ Sears, ~~ZCMI~~Dillard's, The Bon March, Old Navy Pine Ridge Mall Pocatello RM 25,818 ~~149~~146,~~268~~480 437,987 ~~613~~610,~~073~~285 ~~501~~498,~~573~~785 111,500 ~~(12) 97~~96.29% 96.62% 8886.79% Fee/GL JCPenney, (1314) ~~JCPenney,~~GL/(15) ~~ZCMI,~~Dillard's The Bon March, Sears, ShopKo Silver Lake Coeur Mall ~~Coeur~~d'Alene RM 20,090 97,~~446~~266 217,493 ~~335~~334,~~029~~849 ~~328~~327,~~093~~913 6,936 9897.13% 9897.03% 9390.48% Fee JCPenney, ~~d'Alene~~ Sears, Emporium, Gotts- chalk's WASHINGTON ---------- NorthTown Mall (9) Spokane RM -- ~~411~~394,~~311~~826 ~~644~~652,~~297~~892 1,~~055~~047,~~608~~718 ~~813~~805,~~216~~326 242,392 ~~(7)~~95.9% ~~(14)~~ 94.7% 9389.2% ~~86.5%~~ Fee JCPenney, (16) Sears, Barnes & Noble, Mervyn's, The Bon March, Emporium, Nordstrom Rack, ~~Emporium,~~ Regal Cinemas (17)

RETAIL PROPERTIES (continued) OCCUPANCY AS OF 12/31/~~2000~~2001 (6) ----------------------- FREE- BASED STANDING TENANT TOTAL TENANT ON BASED TENANT OWNER- PROPERTY STORES(2)SHOPS(3) ANCHORS GLA(4) GLA(5) OWNED TOTAL ON SHOP SHIP PROPERTY LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) GLA GLA SPACE TYPE(67)ANCHORS --------------- -------- ------- ------- -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ---------- REGIONAL MALLS (~~CONTINUED~~continued) Spokane Valley Mall (79) Spokane RM 4554,~~206~~296 ~~274~~270,~~862~~397 411,731 ~~731~~736,~~799~~424 ~~477~~481,~~102~~727 254,697 ~~(15) 93~~94.76% 9091.47% 8385.32% Fee JCPenney, (18) Sears, The Bon March, Regal Cinemas (17) Three Rivers Mall ~~(7)~~ Kelso RM 246,890 ~~127~~126,~~233~~789 188,076 ~~562~~561,~~199~~755 ~~380~~379,~~318~~874 181,881 ~~(16) 95~~93.01% 9289.68% 7769.86% Fee JCPenney, (19) Sears, The Bon March, Emporium, Regal Cinemas (17) OREGON ------ Salem Center Salem RM -- ~~167~~165,~~605~~629 483,000 ~~650~~648,~~605~~629 ~~212~~210,~~605~~629 438,000 ~~(17)~~ 96.6% 89.65% 86.86% Fee/GL ~~(18)~~ JCPenney, ~~Nordstrom,~~(20) GL(21) Mervyn's, Meier & Frank, Nordstrom, Regal Cinemas (17) WYOMING ------- Eastridge Mall Casper RM 17,500 ~~218~~217,~~427~~521 336,821 ~~572~~571,~~748~~842 ~~496~~495,~~865~~959 75,883 ~~(35) (19)~~ 96.70% 9695.24% 9189.36% Fee JCPenney, (8) (22) Target, The Bon March, Sears, Old Navy, Ross White Mountain Rock Mall Springs RM 26,025 ~~106~~105,~~172~~992 208,452 340,~~649~~469 340,~~649~~469 -- 7672.52% 7672.52% 7157.46% Fee JCPenney, ~~Mall (36) Springs~~ Herbergers (2023)(2124) NEW MEXICO ---------- Animas Valley ~~Farming~~Farm- Mall ~~ton~~ington RM 33,000 ~~222~~220,~~486~~816 271,155 ~~526~~524,~~641~~971 ~~467~~515,~~303~~971 599,~~338~~000 ~~(22) 88~~78.38% 8678.84% 72.23% Fee JCPenney, Sears, Dillard's, Ross (2224) North Plains Mall Clovis RM 24,111 81,~~596~~416 195,544 301,~~251~~071 ~~298~~297,~~131~~951 3,120 94.98% 94.87% 8180.26% Fee JCPenney, ~~Mall (7)~~ Sears, Beall's, Dillard's ARIZONA ------- Mall at Sierra Sierra Vista Vista RM --4,500 103,~~422~~105 231,270 ~~334~~338,~~692~~875 ~~138~~137,~~200~~883 ~~196~~200,~~492~~992 ~~(8) 93~~94.92% 85.28% 8081.30% Fee Sears, (10) Dillard's, Cinemark Theaters CALIFORNIA ---------- Visalia Mall Visalia RM 8,510 174,~~813~~203 257,000 ~~440~~439,~~323~~713 ~~440~~439,~~323~~713 -- 9899.32% 9899.32% 9598.81% Fee JCPenney, Gotts- chalk's ------- --------- --------- ---------- ---------- --------- ------ ------ ------ ~~Gotts-~~ Subtotal Regional Malls ~~671~~690,~~066~~656 3,~~437~~402,~~116~~312 6,~~322~~320,~~130~~859 10,~~430~~413,~~312~~827 7,~~815~~854,~~416~~635 2,~~614~~559,~~896~~192 9493.78% 9291.98% 8584.20% ~~chalk's~~ ------- --------- --------- ---------- ---------- --------- ------ ------ ------

RETAIL PROPERTIES (continued) OCCUPANCY AS OF 12/31/~~2000~~2001 (6) ----------------------- FREE- BASED STANDING TENANT TOTAL TENANT ON BASED TENANT OWNER- PROPERTY STORES(2)SHOPS(3) ANCHORS GLA(4) GLA(5) OWNED TOTAL ON SHOP SHIP PROPERTY LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) GLA GLA SPACE TYPE(67)ANCHORS --------------- -------- ------- ------- -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ---------- COMMUNITY CENTERS AND FREE- STANDING RETAIL ~~PROPERTIES~~PROPERTY UTAH ---- Cottonwood Salt Square Lake CC -- 35,467 41,612 77,079 77,079 -- 8295.53% 8295.53% 6289.09% Fee/GL Albertsons ~~Square Lake~~ City GL(25) Fort Union Salt Plaza Lake CC 32,968 -- -- 32,968 32,968 -- 65100.80% 65100.80% -- GL(26) None ~~Plaza Lake~~ City Gateway Bountiful CC 35,982 6575,~~853~~586 ~~174~~178,~~669~~361 ~~276~~289,~~504~~929 ~~146~~159,~~466~~891 130,038 ~~Crossing (12) 93~~99.26% 8799.2% ~~100~~98.04% Fee ShopKo, TJ(14) ~~Maxx~~Ross, ~~Ross~~Michaels', ~~(21)~~TJ Maxx North Temple Salt Shops Lake CC -- 10,085 72,376 82,461 10,085 72,376 ~~Shops Lake (23)~~ 100.0% 100.0% 100.0% Fee Albertsons City (27) Rite Aid Orem Plaza- Center Street Orem CC 9,587 18,814 62,420 90,821 85,221 5,600 97100.70% 97100.50% 88100.80% Fee Savers, ~~Center Street~~ Showbiz Pizza Orem Plaza- State Street Orem CC 16,990 19,057 59,055 95,102 27,497 67,605 ~~State Street (24) 100~~97.08% ~~100~~92.03% ~~100~~88.09% Fee Rite (28) Aid, Staples Plaza 9400 Sandy CC 34,510 55,445 136,745 226,700 226,700 -- 100.0% 100.0% 100.0% ~~Fee~~GL(29) Albertsons Fred Meyer Red Cliffs St. Plaza George CC 20,023 -- 46,608 66,631 57,304 9,327 100.0% 100.0% -- Fee America's ~~Plaza George~~ Best Furniture Warehouse River Pointe West Plaza Jordan CC 18,522 51,181 150,431 220,134 51,181 168,953 ~~Plaza Jordan (25)~~ 96.07% 8285.69% 8285.69% Fee Albertsons (30) ShopKo Riverside Plaza Provo CC 10,050 21,~~394~~211 146,394 177,~~838~~655 174,~~838~~655 3,000 9997.06% 9997.06% 9180.90% Fee Macey's, ~~Plaza~~ Rite Aid, ~~MacFrugals~~Big Lots University Crossing Orem CC 7,884 38,544 153,608 200,036 199,136 900 9892.64% 9892.64% 9260.58% Fee Burlington ~~Crossing~~ Coat (2631), OfficeMax (2732), CompUSA, Barnes & Noble IDAHO ----- Alameda Plaza ~~(35)~~ Pocatello CC 19,049 27,346 143,946 190,341 190,341 -- ~~100~~37.02% ~~100~~37.02% ~~100~~50.05% Fee Albertsons (33) Baskin Robbins Idaho 17th St. Falls FR 1,814 -- -- 1,814 1,814 -- 100.0% 100.0% -- Fee None ~~17th St. Falls~~ Boise Plaza Boise CC -- -- 108,464 108,464 108,464 -- 100.0% 100.0% -- PI (2834) Burlington Coat (2631), Albertsons Boise Towne Plaza Boise CC 613,~~043~~143 12,000 91,534 ~~109~~116,~~577~~677 ~~109~~116,~~577~~677 -- 100.0% 100.0% 100.0% Fee Circuit ~~Plaza~~ City, Linens' n Things, Old Navy Twin Falls Twin Crossing Falls CC -- 37,680 -- 37,680 37,680 -- 100.0% 100.0% 100.0% Fee None ~~(29) Crossing Falls~~ Yellowstone Idaho Square Falls CC 18,419 36,923 166,733 222,075 220,275 1,800 7714.27% 7714.0% 35.6% ~~PI(30)~~Fee Albertsons ~~Square Falls Fred Meyer~~ (3124)

RETAIL PROPERTIES (continued) OCCUPANCY AS OF 12/31/~~2000~~2001 (6) ----------------------- FREE- BASED STANDING TENANT TOTAL TENANT ON BASED TENANT OWNER- PROPERTY STORES(2)SHOPS(3) ANCHORS GLA(4) GLA(5) OWNED TOTAL ON SHOP SHIP PROPERTY LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) (SQ.FT.) GLA GLA SPACE TYPE(67)ANCHORS --------------- -------- ------- ------- -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ---------- COMMUNITY CENTERS AND FREE- STANDING RETAIL ~~PROPERTIES~~PROPERTY (CONTINUED) OREGON ------ Bailey Hills Plaza Eugene CC 12,000 11,895 155,000 178,895 11,895 167,000 ~~Plaza (32)~~ 99.2% 87.3% 87.3% Fee Safeway, (35) ShopKo Division Crossing Portland CC 2,589 24,091 67,960 94,640 92,051 2,589 9794.32% 9794.21% 8977.4% Fee Safeway, ~~Crossing~~ Rite Aid Halsey Crossing Gresham CC 7,267 39,342 52,764 99,373 99,373 -- 9096.96% 9096.96% 7691.94% GL(36) Safeway NEVADA ------ Fremont ~~Plaza~~ Las Plaza Vegas CC 6,542 19,648 77,348 103,538 103,538 -- 9897.52% 9897.52% 9285.31% GL(37) Smith's Food & Drug, Sav- On Drug Plaza 800 Sparks CC 5,985 21,821 148,625 176,431 176,431 -- ~~100~~98.02% ~~100~~98.02% ~~100~~85.03% GL(38) Albertsons ShopKo COLORADO -------- Austin Bluffs Colorado Plaza Springs CC 913,~~447~~997 35,859 71,543 ~~116~~121,~~849~~399 78,902 3742,~~947~~497 ~~Plaza Springs (33)~~ 99.10% 98.75% 9796.27% Fee Albertsons (39) Longs Drugs ARIZONA ~~Fry's Shopping Glendale CC 8,564 38,781 71,919 119,264 119,264~~ ------- ~~99.2% 99.2% 97.4% Fee Fry's Plaza Foods, Thrifty Drug~~ Woodlands Village Flagstaff CC 4,020 43,380 146,898 194,298 91,858 102,440 ~~Village (9) 100~~99.05% ~~100~~98.09% ~~100~~97.06% Fee Bashas', (40) Wal-Mart CALIFORNIA ---------- Anaheim Plaza Anaheim CC 10,000 -- 82,170 92,170 92,170 -- 100.0% 100.0% -- PI(3441) Fullerton Toyota WASHINGTON ---------- Spokane Valley Mall Plaza Spokane CC 6,000 -- 126,098 132,098 132,098 -- 100.0% 100.0% -- Fee Sports- man's Warehouse, Linens 'n Things, Old Navy ------- --------- --------- ---------- ---------- --------- ------ ------ ------ ~~Toyota~~ Subtotal ~~Coummuity~~Community Centers ~~298~~307,~~255~~341 ~~664~~635,~~606~~375 2,~~428~~486,~~822~~693 3,~~391~~429,~~683~~409 2,~~622~~655,~~108~~284 ~~769~~774,~~575~~125 9689.35% 9586.24% 8985.59% ------- --------- --------- ---------- ---------- --------- ------ ------ ------ Total Retail Properties ~~969~~997,~~321~~997 4,~~101~~037,~~722~~687 8,~~750~~807,~~952~~552 13,~~821~~843,~~995~~236 10,~~437~~509,~~524~~919 3,~~384~~333,~~471~~317 9592.17% 9390.54% 8584.93% ======= ========= ========= ========== ========== ========= ====== ====== ======

~~COMMERCIAL~~RETAIL PROPERTIES ~~OCCUPANCY PROPERTY GLA BASED ON OWNERSHIP PROPERTY LOCATION TYPE~~ (1continued) ~~(SQ. FT.) GLA TYPE~~ ------------------------- (1) Property type definitions are as follows: Regional Mall--RM, Community Centers--CC and Free-standing Retail Properties--FR. (2) Free-standing stores means leasable buildings or other structures located on a property which are not physically attached to a mall or community center. (3) Tenant shops means non-anchor retail stores located in a mall or community center. (4) Represents Company-owned leasable area and tenant-owned leasable area within the Properties. (5) Represents Company-owned leasable area within the Properties. (6) Occupied space is defined as any space where a tenant is obligated for the space under a signed long-term lease. (7) Ownership type definitions are as follows: Fee, Ground lease-~~---------------~~GL and Partnership Interest-~~--------~~PI. (8) Carmike Cinemas, a tenant at this Property, has filed for protection under the United States Bankruptcy Code (the "Bankruptcy Code"). The Trustee in bankruptcy has rejected the terms of Carmike's lease effective February 28, 2002 and the Company is currently in the process of re-~~-----------~~leasing the space. (9) Secured Property as of December 31, 2001. (10) Tenant-~~--------~~owned space at this Property includes Dillard's and Sears. (11) Tenant-~~--------~~owned ~~UTAH~~space at this Property includes Wal-~~---~~Mart ~~Price~~which ~~Business~~is ~~Center~~vacant but continues to be responsible under its reciprocal easement agreement. (12) Tenant-~~Pioneer~~owned ~~Square~~space ~~Salt~~at ~~Lake~~this ~~City~~Property BPincludes ~~497~~JCPenney,~~883~~ 96Sears, Dillard's and Mervyn's. (13) The Operating Partnership owns a ground lease on two acres used primarily for parking and landscaping. The lease is renewed annually. (14) Tenant owned space at this Property includes ShopKo. (15) The Operating Partnership owns two ground leases on 7.3 acres and 1%.2 ~~Fee~~acres. ~~Price~~The ~~Business~~leases ~~Center~~expire in 2010 and 2011. (16) Tenant-~~South~~owned ~~Main~~space ~~Salt~~at ~~Lake~~this ~~City~~Property BPincludes ~~112~~Sears and Mervyn's. (17) Regal Cinemas,~~963~~ 91a tenant at this property, has filed for protection under the Bankruptcy Code.4% ~~Fee~~The ~~Price~~Trustee ~~Business~~in ~~Center-Timesquare~~bankruptcy ~~Salt~~assumed ~~Lake~~Regal ~~City~~Cinemas BPlease ~~289,522~~at 89this property and Regal continues to be responsible for lease payments pursuant to the terms of the lease.5% ~~Fee~~(18) Tenant-owned space at this Property includes Sears and The Bon March (19) Tenant owned space at this property includes Target and Top Foods. (20) Tenant-~~Eastbay~~owned ~~Provo~~space CPat 48this Property includes JCPenney,~~880~~ ~~100~~Mervyn's, Meier & Frank and Nordstrom.0% ~~Fee~~(21) ~~Price~~The ~~Business~~Operating ~~Center~~Partnership owns 2.35 acres in fee and also owns seven ground leases on 1.58 acres. The leases expire in 2052 and 2061. (22) Tenant-~~Commerce~~owned ~~Park~~space ~~West~~at ~~Valley~~this ~~City~~Property BPincludes ~~393~~Target. (23) Wal-Mart is paying rent but not occupying the space. The lease ends in July 2009. (24) Anchor space is vacant as of December 31,~~360~~ ~~100~~2001. (25) The Operating Partnership owns ground leases on 2.2 acres that expire 2011 through 2051. (26) The Operating Partnership owns ground leases on 7.0% ~~Fee~~acres ~~IDAHO~~that expire in 2074. (27) Tenant-owned space at this Property includes Albertsons and Rite Aid. (28) Tenant-owned space at this Property includes Rite Aid and Staples. (29) The Operating Partnership owns ground leases on 22.9 acres that expire in 2007. The Operating Partnership has the option to renew through 2032. (30) Tenant-owned space at this Property includes Albertsons and ShopKo. (31) The Operating Partnership's lease is with Fred Meyer which subleases the Property space to Burlington Coat. (32) The Operating Partnership's lease is with Fred Meyer which subleases the Property space to Burlington Coat. 33.6% of the space sub--leased ~~Boise/FSB~~by ~~Plaza~~Burlington ~~Boise~~Coat CPis 11further subleased to Office Max. (33) Carmike Cinemas,~~058~~ ~~100~~a tenant at this Property, has filed for protection under the Bankruptcy Code.0 The Trustee in bankruptcy has not accepted or rejected Carmike's lease at this Property and Carmike continues to be responsible for lease payments pursuant to the terms of the lease. (34) The Operating Partnership's ownership interest represents a 73.3% ~~Fee~~partnership interest in the current fee holder of the Property. (35) Tenant-owned space at this Property includes Safeway and ShopKo. (36) The Operating Partnership owns ground leases on 6.4 acres that expire in 2068. (37) The Operating Partnership owns ground leases on 17.0 acres that expire in 2005. The Operating Partnership has the option to renew through 2035. (38) The Operating Partnership owns ground leases on 16.8 acres that expire in 2024. (39) Tenant-~~----------~~owned space at this Property includes Longs Drugs. (40) Tenant-~~-------~~owned ~~1,353,666~~space 95at this property includes Wal-Mart.6 (41) The Operating Partnership's ownership interest represents a 50% ~~============~~partnership ~~========~~interest in the current ground lease holder of the Property.

~~PERCENTAGE~~COMMERCIAL OFPROPERTIES ~~GLA~~OCCUPANCY ~~AVERAGE~~PROPERTY ~~REPRESENTED~~GLA BYBASED ~~EXPIRING~~ON ~~LEASES~~OWNERSHIP ~~ANNUALIZED~~PROPERTY ~~ANNUALIZED~~LOCATION ~~------------------------------~~TYPE ~~BASE~~(1) ~~RENT BASE RENT PER ASSUMING NO ASSUMING FULL NUMBER APPRROXIMATE UNDER~~ (SQ. FT.) ~~UNDER EXERCISE OF EXERCISE OF LEASE EXPIRATIONS OF LEASES~~ GLA ~~EXPIRING~~TYPE ~~EXPIRING RENEWAL RENEWAL YEAR ENDING DECEMBER 31, EXPIRING SQUARE FEET LEASES LEASES OPTIONS OPTIONS~~ ------------------------ --------- --- --------- ----- ------ ------ ------- --- ---------- --------- UTAH ----- ~~2001~~Price 10Business ~~22,000~~Center-Pioneer $Square ~~412,189~~Salt $Lake ~~18.74~~City ~~3.73%~~BP ~~3.42% 2002 11 18~~497,~~939~~883 ~~312,897 16~~96.~~52 3.21~~1% ~~2.10%~~Fee ~~2003~~Price 17Business ~~27,541~~Center-South ~~655,351~~Main ~~23.80~~Salt ~~4.67%~~Lake ~~4.39%~~City ~~2004~~BP ~~12 36~~114,~~651~~071 ~~673,634 18~~90.~~38 6.22~~5% ~~3.32%~~Fee ~~2005~~Price 9Business ~~17,510~~Center-Timesquare ~~359,870~~Salt ~~20.55~~Lake ~~2.97%~~City ~~2.36%~~BP ~~2006 7 19~~289,~~614~~522 ~~370,798 18~~89.~~90 3.33~~5% ~~2.31%~~Fee ~~2007~~Sears-Eastbay 4Provo ~~9,249~~CP ~~227~~48,~~900~~880 24100.~~64 1.57~~0% ~~1.57%~~Fee ~~2008~~Price 23Business ~~219,324~~Center-Commerce ~~2,189,631~~Park ~~9.98~~West ~~37.22%~~Valley ~~6.39%~~City ~~2009~~BP ~~27 73~~393,~~650~~360 ~~1,700,241 23~~100.~~09 12.50~~0% ~~9.51%~~Fee ~~2010~~IDAHO ~~and~~----- ~~thereafter~~Boise/FSB 29Plaza ~~76,119~~Boise 2CP 11,~~159,513~~058 28100.~~37 12.92~~0% ~~11.99%~~Fee --------- -~~-----------~~ --------~~----~~ ~~-------------- Total 149 520~~1,~~597~~354,774 8895.345% ~~47.36%~~ ========= =~~===========~~ ========~~==== ==============~~

---------------------- (1) Property type definitions are as follows: Business Park--BP, Commercial Property--CP. SIGNIFICANT PROPERTIES Boise Towne Square, in Boise, Idaho, contributed approximately 10.1% of the Company's total rental revenue (i.e., minimum rents plus percentage rents ("Rental Revenue")) for the year ended December 31, 2001. Additionally, NorthTown Mall, in Spokane, Washington, comprised in excess of 10% of the book value of Company assets and total Rental Revenue for the year ended December 31, 2001. Certain additional information relating to these Properties is set forth below. BOISE TOWNE SQUARE Boise Towne Square is centrally located in Boise, Idaho adjacent to the main thoroughfare of the city. Boise Towne Square was opened by the Predecessor Companies in October 1988. Boise Towne Square is the dominant regional mall in its trade area, with several community centers as its major competition. On January 22, 2001, in connection with the repayment of the Company's collateralized notes due 2001, the Property was contributed to Boise Mall, LLC, a wholly-owned subsidiary of the Company, and a first mortgage of $79,000,000 was placed on the Property. The mortgage has a ten-year term with a thirty- year amortization schedule bearing interest at 6.64% per annum and a balloon payment on February 10, 2011. The Company leases approximately two acres of land which are utilized for perimeter parking and landscaping from Union Pacific Railroad Company on a year-to-year basis from December 1 to November 30 at a current rental rate of $20,000 per year. The Company believes that the Property is adequately insured. Depreciation and amortization are taken utilizing the straight-line method over a period of four to 40 years with a net book basis of approximately $47,294,000, $46,964,000, and $47,833,000 at December 31, 2001, 2000 and 1999, respectively. It is the Company's policy to renovate, expand and upgrade the Property as warranted by market conditions. As of December 31, 2001, 2000 and 1999, Boise Towne Square was 99%, 98% and 99% leased, respectively, with an average annual rent from shop tenants per square foot of $25.22, $24.08 and $22.77 for the years ended on those respective dates. Three department stores, JCPenney, Dillard's and The Bon March, are the only tenants which occupy 10% or more of Total GLA at this Property. JCPenney and Dillard's own their own land and buildings and are each subject to a Construction, Operation and Reciprocal Easement Agreement that expires in 2078, while The Bon March's lease is for a term of 20 years, expiring in 2008, with two 20-year extension options. 11 Boise Towne Square's leases will expire on the following schedule:

AVERAGE PERCENTAGE OF GLA ~~AVERAGE~~ANNUALIZED ANNUALIZED REPRESENTED BY EXPIRING LEASES ~~ANNUALIZED~~BASE ~~ANNUALIZED~~RENT BASE RENT PER -------------------------------- ~~BASE~~LEASE ~~RENT~~EXPIRATIONS ~~BASE RENT PER ASSUMING NO ASSUMING FULL~~ NUMBER ~~APPRROXIMATE~~APPROXIMATE UNDER SQ. FT. UNDER ~~EXERCISE~~ASSUMING OFNO ~~EXERCISE~~ASSUMING OFFULL ~~LEASE~~YEAR ~~EXPIRATIONS~~ENDING OF LEASES GLA EXPIRING EXPIRING ~~RENEWAL~~EXERCISE ~~RENEWAL~~OF ~~YEAR~~EXERCISE ~~ENDING~~OF DECEMBER 31, (1) EXPIRING SQUARE FEET LEASES LEASES RENEWAL OPTIONS RENEWAL OPTIONS --------------------~~----~~ --------- ------------ ----------- ------------- --------------- --------------- ~~2001~~2002 2111 2615,~~989~~653 $ ~~842~~322,~~207~~416 $ 3120.2160 32.8066% 32.8045% ~~2002~~2003 2418 7433,~~921~~701 1772,~~285,433~~717 1722.1693 105.5472% 104.2345% ~~2003~~2004 1512 2032,~~228~~025 ~~594~~618,~~166~~886 2919.3733 25.8443% 2.8449% ~~2004~~2005 159 3217,~~046~~510 ~~781~~359,~~784~~870 2420.4055 42.5197% 42.5136% ~~2005~~2006 1310 2623,~~455~~936 ~~792~~500,~~137~~671 2920.9492 34.7206% 32.7283% ~~2006~~2007 94 166,~~105~~467 ~~498~~205,~~841~~596 3031.9779 21.2610% 21.2610% ~~2007~~2008 1123 28219,~~246~~324 ~~825~~2,~~772~~189,631 299.2498 337.9722% 36.9757% ~~2008~~2009 327 873,~~357~~650 ~~172~~1,~~300~~700,241 2023.6209 112.1850% 19.1851% ~~2009~~2010 1321 5053,~~271~~876 1,~~111~~495,~~040~~582 2227.1076 79.0714% 68.4170% ~~2010~~2011 and thereafter 2322 ~~398~~68,~~214~~842 31,~~480~~762,~~963~~405 825.7460 5611.0068% 68.5585% --------- ------------ --------------- --------------- Total ~~147~~157 ~~681~~544,~~832~~984 9592.8948% 4549.4731% ========= ============ =============== ===============

--------------------- (1) Excludes tenants paying percentage rents in-lieu of minimum rents. 12 NORTHTOWN MALL On August 6, 1998, the Company purchased NorthTown Mall, a two-level 949,880 square foot regional mall, located in Spokane, Washington. NorthTown Mall is Spokane's largest mall with competition coming from the Company's Spokane Valley Mall as well as one other mall and several community centers. As of December 31, 2001, 2000 and 1999, the mall was 96%, 95% and 94% leased, respectively, with an average annual rent from shop tenants per square foot of $30.33, $29.33 and $29.47 for the years ended on these respective dates. Two department stores, JCPenney and Sears, are the only tenants which occupy 10% or more of Total GLA at this Property. Sears owns its own land and buildings and is subject to a Construction, Operation and Reciprocal Easement Agreement that expires in 2040, while JCPenney's lease is for a term of 20 years, expiring in 2011 with six five-year extension options. In September 2000, the Company completed an addition to NorthTown Mall adding approximately 103,000 square feet of additional GLA. The addition included a 12-screen Regal Cinemas occupying approximately 50,000 square feet of GLA, a Barnes & Noble Booksellers occupying approximately 27,000 square feet of GLA and a Nordstrom Rack occupying approximately 26,000 square feet of GLA. An additional 912-stall parking garage was also completed. NorthTown Mall is financed in part by a first mortgage. The balance at December 31, 2001, 2000 and 1999 on the first mortgage was $81,571,000, $82,540,000 and $83,382,000, respectively. Depreciation and amortization are taken utilizing the straight-line method over a period of three to 40 years with a net book basis of approximately $140,754,000, $143,525,000 and $135,183,000, at December 31, 2001, 2000 and 1999, respectively. NorthTown Mall's leases will expire on the following schedule:

~~COMPANY~~AVERAGE PERCENTAGE OF GLA ANNUALIZED ANNUALIZED REPRESENTED BY EXPIRING LEASES BASE RENT BASE RENT PER -------------------------------- ~~OWNED~~LEASE EXPIRATIONS NUMBER OFAPPROXIMATE ~~COMPANY-~~UNDER ~~ANCHOR~~SQ. ~~PERCENT~~FT. ~~ANCHOR~~UNDER ~~RENTS~~ASSUMING ~~ANCHOR~~NO ~~OWNED~~ASSUMING ~~ANCHOR-OWNED~~FULL ~~TOTAL~~YEAR ENDING OF LEASES GLA ~~TOTAL~~EXPIRING ASEXPIRING %EXERCISE OF ~~ANCHOR~~EXERCISE ~~STORES~~OF ~~SQUARE~~DECEMBER ~~FEET~~31, ~~SQUARE~~(1) ~~FEET~~EXPIRING SQUARE FEET ~~GLA~~LEASES ~~REVENUE~~LEASES ~~(1)~~RENEWAL OPTIONS RENEWAL OPTIONS ---------------------- --------- ----------- ---------- -- ----------- --------------- --------------- ~~JCPenney~~2002 1722 167,~~205,146~~076 ~~243,591~~ $1,~~448~~128,~~737~~659 $16.83 9.5543% 39.9713% ~~Sears~~2003 13 ~~546~~11,~~847~~972 ~~611~~416,~~001~~304 ~~1,157,848~~34.77 71.6368% 1.6968% ~~Dillard's~~2004 517 ~~168~~36,~~182~~325 ~~493~~805,~~863~~479 ~~662,045~~22.17 5.11% 4.3664% *2005 ~~The~~14 ~~Bon March 7 499~~28,~~927~~379 ~~120~~815,~~420~~335 ~~620,347~~28.73 43.0999% 23.1738% ~~ZCMI~~2006 512 ~~562~~22,~~754~~375 ~~-- 562~~595,~~754~~341 326.~~71%~~61 13.5115% ~~Mervyn's~~ 3 ~~-- 241,560 241,560 1~~.5915% --2007 ~~Gottschalk's~~12 ~~3 230~~28,~~953~~568 ~~-- 230~~808,~~953~~461 128.5230 4.02% 13.1772% ~~Wal-Mart~~2008 2 865,~~944~~879 ~~114~~115,~~271~~300 ~~201,215~~19.61 10.3383% *0.83% ~~Meier~~2009 &15 ~~Frank~~53,648 1 ~~-- 183~~,~~500 183~~206,~~500~~568 122.2149 7.54% --6.89% ~~The~~2010 ~~Emporium~~14 377,101 ~~153~~1,~~003~~430,288 --18.55 ~~153,003~~10.84% 13.0141% *2011 ~~Regal~~and ~~Cinemas~~thereafter 319 ~~135~~349,~~245~~928 ~~-- 135,245 * * Cinemark Theaters~~ 2 ~~113~~,~~128 -- 113~~820,~~128~~961 *8.06 149.4021% ~~ShopKo~~4.55% 1--------- ----------- ~~111,500~~--------------- 111,500 * --------------- ~~Nordstrom~~Total 2140 26681,~~304~~251 ~~72,000~~95.80% ~~98,304~~41.38% *========= *=========== ~~Target~~=============== ~~1 -- 75,883 75,883 * --~~===============

-------------------- (1) Excludes tenants paying percentage rents in-lieu of minimum rents. 13 THE COMPANY'S LARGEST TENANTS Large stores (over 20,000 square feet per store) occupy 65.5% of the Total GLA of the Company's regional malls and community centers. The Company's largest tenants include JCPenney, Sears, Dillard's, The Bon March, Meier & Frank, Mervyn's, Gottschalk's, The Emporium, Regal Cinemas, Cinemark Theaters, ShopKo, Nordstrom, Target, Albertsons, Burlington Coat and Fred Meyer. No tenant represented more than 3.96% of the Company's total Rental Revenues for the year ended December 31, 2001. ANCHORS Regional malls and community centers usually contain one or more large retail companies known as "anchors." Anchors, which generally include traditional department stores, general merchandise stores, large fashion specialty stores, value oriented specialty stores and discount stores, usually inventory a broad range of products that appeal to many shoppers. Anchors either own their own stores (and sufficient parking) or lease their stores from the owner of the mall or center. Although the rent and other charges paid by anchors are usually much less (on a per square foot basis) than the rent and other charges paid by other tenants, their presence typically attracts many shoppers and enhances the value of a mall or community center. Anchor tenants in the regional malls include: JCPenney, Sears, Dillard's, The Bon March, Meier & Frank, Mervyn's, Gottschalk's, The Emporium, Regal Cinemas, Cinemark Theaters, ShopKo, Nordstrom and Target. Anchors in the regional malls occupy 60.7% of Total GLA of the regional malls. The following table summarizes the Total GLA owned and leased as of December 31, 2001 by these anchors:

COMPANY- COMPANY-OWNED NUMBER OF ~~COMPANY~~OWNED ANCHOR- ANCHOR PERCENT ANCHOR RENTS ANCHOR ~~OWNED~~SQUARE ~~ANCHOR-~~OWNED TOTAL GLA TOTAL AS % OF ANCHOR STORES ~~SQUARE~~ FEET SQUARE FEET SQUARE FEET GLA REVENUE (1) ---------------------- --------- ----------- ------------ ----------- ---------- -------------------------------- ~~ShopKo~~JCPenney 417 ~~198~~1,~~300~~205,146 ~~202~~243,~~840~~591 ~~401~~1,~~140~~448,737 29.6453% *3.96% ~~Albertsons~~Sears 13 546,847 611,001 1,157,848 7.62% 1.65% Dillard's 9 ~~310~~553,~~505~~118 41483,~~256~~997 ~~351~~1,~~761~~037,115 6.82% 1.38% The Bon March 7 511,969 120,420 632,389 4.16% 2.3226% *Meier ~~Fred~~& ~~Meyer~~Frank 2 ~~309~~214,~~944~~354 --183,500 ~~309~~397,~~944~~854 2.0462% * ~~Burlington~~Mervyn's ~~Coat~~3 ~~(2)~~-- 241,560 241,560 1.59% -- Gottschalk's 2 ~~174~~194,~~248~~417 -- ~~174~~194,~~248~~417 1.1028% 1.14% The Emporium 3 153,003 -- 153,003 1.01% * ~~Rite~~Regal ~~Aid~~Cinemas 4 60151,~~523~~298 ~~52,080~~-- ~~112~~151,~~603~~298 *1.00% *1.42% ~~Safeway~~Cinemark Theaters 2 52113,~~764~~128 ~~53,000~~-- ~~105~~113,~~764~~128 * *1.36% ~~Wal-Mart~~ShopKo 1 -- ~~102~~111,~~440~~500 ~~102~~111,~~440~~500 * -- ~~Macey's~~Nordstrom 12 5926,~~350~~304 --72,000 5998,~~350~~304 * * Target 1 -- 75,883 75,883 * --~~------------~~

---------------------- * Less than 1% (1) Revenue defined as minimum rents plus percentage rents. 14 Anchor tenants occupying the greatest amount of Total GLA in the Company's community centers are ShopKo, Albertsons, Safeway, Burlington Coat, Rite Aid, Wal-Mart, Fred Meyer, Fullerton Toyota and Macey's. Anchors in the community centers occupy approximately 72.5% of Total GLA of the community centers. The following table summarizes the Total GLA owned and leased as of December 31, 2001 by these anchors:

~~YEARS~~COMPANY- ~~ENDED~~COMPANY-OWNED ~~DECEMBER~~NUMBER ~~31,~~OF OWNED ANCHOR- ANCHOR PERCENT ANCHOR RENTS ANCHOR SQUARE OWNED TOTAL GLA TOTAL AS % OF ANCHOR STORES FEET SQUARE FEET SQUARE FEET GLA REVENUE (1) ----------------------------------------------------------------------- ~~PROPERTY TYPE 2000 1999 1998 1997 1996~~ ---------------------------------- --~~-----------~~ ~~-------------~~ShopKo ~~-------------~~4 ~~-------------~~104,000 ~~------------~~297,140 ~~(Dollars~~401,140 in2.64% ~~thousands)~~* ~~Regional~~Albertsons ~~Malls~~9 $278,116 8597,~~653~~387 ~~$ 79~~375,~~218~~503 $2.47% ~~62,673~~* $Safeway 443 93,~~005~~259 $53,000 36146,~~286~~259 ~~Community~~* ~~Centers~~* ~~and~~Burlington ~~Free-Standing~~Coat ~~Retail~~(2) ~~Properties~~2 15138,~~776~~296 ~~16,999~~-- 14138,~~718~~296 ~~13,192~~* ~~13,591~~* ~~Commercial~~Rite ~~Properties~~Aid ~~6,648~~4 660,~~518~~523 652,~~548~~080 6112,~~323~~603 ~~6,631~~* ~~-------------~~* Wal-~~------------~~Mart ~~-------------~~1 --~~-----------~~ 102,440 102,440 * --~~----------~~ ~~Total~~Fred $Meyer ~~108~~1 95,~~077~~133 $-- ~~102~~95,~~735~~133 $* ~~83,939~~* $Fullerton 63Toyota 1 82,~~520~~170 $-- 5682,~~508~~170 ~~=============~~* ~~=============~~* ~~=============~~Macey's ~~=============~~1 ~~============~~59,350 -- 59,350 * *

--------------------- * Less than 1%. (1) Revenue defined as minimum rents plus percentage rents. (2) Sublease from Fred Meyer, Inc. MAJOR TENANTS Non-anchor tenants owned by major national retail chains lease a considerable amount of space in the Company's retail Properties. Such retail chains include: Footlocker, Inc. (Footlocker, Lady Footlocker, Kids Footlocker and Champs), Limited Group (Lerner, Limited Express, Victoria's Secret, Victoria's Beauty, Limited Too, Bath & Body Works, Structure and Abercrombie & Fitch), The Buckle, Eddie Bauer, Zales Corporation, Gymboree, Lenscrafters, Disney, Fred Meyer Jewelers, Anchor Blue, Waldenbooks, B. Dalton Bookseller, Barnes & Noble, Gap Stores Inc. (Gap, Gap Kids, Baby Gap, Gap Body, Old Navy and Banana Republic), General Mills (Olive Garden and Red Lobster), Deb Shops, Regis (Master Cuts and Trade Secret), Maurices, Famous Footwear, Pearle Vision, Radio Shack, Kay-Bee Toys, Claire's Boutique (Afterthoughts and Mr. Rags), Schubach Jewelers, Helzberg, Ben Bridge, fye, Musicland (Sam Goody, Musicland and Sun Coast Pictures), Sole Outdoors, Finish Line, Foot Action, Ann Taylor, Hallmark, American Greetings, Wet Seal, Payless Shoesource, Ritz Camera, Motherhood Maternity, GNC, Brookstone, Vista Optical, Coach House, Coldwater Creek, Pacific Sunwear, Williams Sonoma, The Bombay Company, American Eagle Outfitters, Fashion Bug (Lane Bryant), Ross, Sportsman's Warehouse, Linens `n Things, TJ Maxx, Antie Anne's, Baskin Robbins, Christopher and Banks (CJ Banks), Blimpie, Crescent Jewelers, Electronics Boutique, Panda Express, Subway, Edo of Japan, Flaming Wok, Journey's, Kiddie Kandids, Mariposa, Mrs. Fields, McDonalds, Sbarro and Sunglass Hut. LEASES Most of the Company's leases are long-term leases that contain fixed base rents and step-ups in rent typically occurring every three to five years. These leases generally pass through to the tenant such tenant's share of common area charges, including insurance costs and real estate taxes. Generally, all of the regional mall leases and certain of the community center leases include roof and structure repair costs in common area charges. The Company's leases also generally provide for additional rents based on a percentage of tenant sales. For the years ended December 31, 2001, 2000 and 1999, such percentage and overage rents accounted for approximately 3.8%, 4.1% and 4.8%, respectively, of total Rental Revenue from the Properties owned by the Company during such periods. 15 The following table sets forth information relating to the Rental Revenue from the Properties for the periods indicated:

~~REGIONAL~~YEARS ~~MALLS~~ENDED Lease Expirations for Retail Store Leases (over 20,000 square feet) AVERAGE ANNUALIZED ANNUALIZED BASE BASE RENT PER SQUARE LEASE EXPIRATION NUMBER OF APPROXIMATE RENT UNDER FOOT UNDER YEAR ENDING LEASES GLA IN EXPIRING EXPIRING DECEMBER 31, ~~EXPIRING~~PROPERTY ~~SQUARE~~TYPE ~~FEET~~2001 ~~LEASES~~2000 ~~LEASES~~1999 ~~(1)~~1998 1997 ---------------------------- ---------- -- ------------ ------------ ------------ ------------ ~~2001~~(Dollars 4in ~~212,118~~thousands) Regional Malls $ ~~616~~87,~~346~~353 $ ~~2.91~~85,653 ~~2002~~$ ~~3 157~~79,~~375~~218 ~~480~~$ 62,~~984~~673 ~~3.06~~$ ~~2003 3 106~~44,~~613~~005 ~~330,302~~Community ~~3.10~~Centers ~~2004~~and 5Free-Standing ~~365,284~~Retail ~~878,209~~Property ~~2.40 2005 1 33~~16,~~421~~561 ~~111~~15,~~605~~776 ~~3.34 2006 2 147~~16,~~560~~999 ~~440~~14,~~236~~718 ~~2.98 2007 1 50~~13,~~061~~192 ~~222,992~~Commercial ~~4.45~~Properties ~~2008 4 385~~6,~~466~~703 16,~~661,205~~648 ~~4.31 2009~~ 6 ~~393~~,~~251~~518 16,~~783,106~~548 ~~4.53 2010 and thereafter 23 1~~6,~~867,688~~323 ~~10,058,271 5.39~~ ---------- -- ------------ ------------ ------------ ------------ Total 52$ 3110,~~718~~617 $ 108,~~837~~077 $ 102,735 $ 83,939 $ 63,520 ============ ============ ============ ============ ============

VACANT SPACE Approximately 1,096,050 square feet, or 7.2%, of Total GLA was not subject to long-term lease as of December 31, 2001. Of this space, approximately 647,825 square feet was in the regional mall portfolio (15.7% of which was anchor space and 84.3% of which was mall shop space), 361,147 square feet was in the community center portfolio and 87,102 square feet was in the commercial portfolio. The following tables set forth information relating to lease expirations for retail stores in the regional malls and community centers as well as commercial property leases in effect as of December 31, 2001, over the ten-year period commencing January 1, 2002 and thereafter for large stores (over 20,000 square feet) and small stores (20,000 square feet or less) at the retail Properties and for all leases at the commercial Properties. Unless otherwise indicated, all information set forth below assumes that none of the tenants exercise renewal options and excludes leases that had not commenced as of December 31, 2001. 16

REGIONAL MALLS ~~Lease~~LEASE ~~Expirations~~EXPIRATIONS ~~for~~FOR ~~Retail~~RETAIL ~~Store~~STORES ~~Leases~~LEASES (over 20,000 ~~square~~SQUARE ~~feet or less~~FEET) AVERAGE ANNUALIZED ~~ANNUALIZED~~ BASE ~~BASE RENT PER SQUARE~~ LEASE EXPIRATION NUMBER OF APPROXIMATE ~~RENT~~ANNUALIZED ~~UNDER~~BASE ~~FOOT~~RENT ~~UNDER~~PER SQUARE YEAR ENDING LEASES GLA IN ~~EXPIRING~~RENT ~~EXPIRING~~UNDER FOOT UNDER DECEMBER 31, EXPIRING SQUARE FEET ~~LEASES~~EXPIRING LEASES EXPIRING LEASES(1) ---------------------------- ---- ------ --- ------------ --------------- ----------------- ~~2001~~2002 ~~137~~2 ~~218~~97,~~978~~035 $ 3305,~~856,974~~998 $ 173.6115 ~~2002~~2003 ~~154~~3 ~~317~~106,~~697~~613 5330,~~336,068~~302 163.8010 ~~2003~~2004 ~~123~~4 ~~223~~328,~~943~~748 4768,~~146,717~~601 182.5234 ~~2004~~2005 ~~122~~2 ~~286~~93,~~993~~761 5316,~~143,311~~761 173.9238 ~~2005~~2006 885 ~~198~~322,~~213~~621 4830,~~331,116~~192 212.8557 ~~2006~~2007 751 ~~204~~50,~~731~~061 3222,~~846,943~~992 184.7945 ~~2007~~2008 914 ~~215~~385,~~133~~466 51,~~081~~661,~~969~~205 234.6231 ~~2008~~2009 ~~120~~6 ~~321~~393,~~875~~251 61,~~555~~783,~~015~~106 204.3753 ~~2009~~2010 ~~113~~5 ~~356~~247,~~050~~965 71,~~157~~543,~~907~~004 206.1022 ~~2010~~2011 and thereafter ~~166~~21 ~~558~~1,~~988~~697,651 109,~~188~~506,~~955~~047 185.2360 ---------- ------------- Total ~~1,189~~53 23,~~902~~723,~~601~~172 ========== =============

~~COMMUNITY~~REGIONAL ~~CENTERS~~MALLS ~~Lease~~LEASE ~~Expirations~~EXPIRATIONS ~~for~~FOR ~~Retail~~RETAIL ~~Store~~STORE ~~Leases~~LEASES (~~over~~ 20,000 ~~square~~SQUARE ~~feet~~FEET OR LESS) AVERAGE ANNUALIZED ~~ANNUALIZED~~ BASE ~~BASE RENT PER SQUARE~~ LEASE EXPIRATION NUMBER OF APPROXIMATE ~~RENT~~ANNUALIZED ~~UNDER~~BASE ~~FOOT~~RENT ~~UNDER~~PER SQUARE YEAR ENDING LEASES GLA IN ~~EXPIRING~~RENT ~~EXPIRING~~UNDER FOOT UNDER DECEMBER 31, EXPIRING SQUARE FEET ~~LEASES~~EXPIRING LEASES EXPIRING LEASES(1) ---------------------------- ---- ------ --- ------------ --------------- ----------------- ~~2001~~2002 1150 53280,~~879~~820 $ ~~253,870 $~~ 4~~.71 2002 2 133~~,~~861 343~~914,~~645~~515 2$17.5750 2003 6128 ~~246~~225,~~867~~909 ~~751~~4,~~486~~195,693 318.0457 2004 2133 ~~129~~288,~~525~~606 ~~329~~5,~~099~~261,402 218.5423 2005 395 ~~118~~206,~~003~~251 ~~420~~4,~~923~~552,798 322.5707 2006 4103 ~~307~~250,~~061~~687 ~~617~~4,~~601~~811,458 219.0119 2007 297 90226,~~960~~632 ~~120~~5,~~000~~278,131 123.3229 2008 1113 41306,~~612~~371 ~~139~~6,~~761~~272,670 320.3647 2009 3113 ~~132~~350,~~422~~454 ~~783~~7,~~432~~093,545 520.9224 2010 96 242,335 5,386,750 22.23 2011 and thereafter 13102 ~~446~~337,~~652~~140 36,~~689~~579,~~963~~195 819.2651 ---------- ------------- Total 37 1,~~700~~130 2,~~842~~715,205 ========== =============

---------------------- (1) Excludes tenants paying percentage rents in-lieu of minimum rents. 17

COMMUNITY CENTERS ~~Lease~~LEASE ~~Expirations~~EXPIRATIONS ~~for~~FOR ~~Retail~~RETAIL ~~Store~~STORE ~~Leases~~LEASES (OVER 20,000 ~~square~~SQUARE ~~feet or less~~FEET) AVERAGE ANNUALIZED ~~ANNUALIZED~~ BASE ~~BASE RENT PER SQUARE~~ LEASE EXPIRATION NUMBER OF APPROXIMATE ~~RENT~~ANNUALIZED ~~UNDER~~BASE ~~FOOT~~RENT ~~UNDER~~PER SQUARE YEAR ENDING LEASES GLA IN ~~EXPIRING~~RENT ~~EXPIRING~~UNDER FOOT UNDER DECEMBER 31, EXPIRING SQUARE FEET ~~LEASES~~EXPIRING LEASES EXPIRING LEASES(1) ---------------------------- ---- ------ --- ------------ --------------- ----------------- ~~2001~~2002 531 ~~125~~25,~~015~~050 $ 1171,~~267,794~~592 $ 106.1485 ~~2002 36 95,036 943,530 9.93~~ 2003 425 ~~120~~140,~~391~~867 1577,~~408,867~~868 114.7010 2004 363 ~~103~~178,~~262~~405 1626,~~339,201~~082 123.9751 2005 284 77200,~~917~~173 1799,~~042,308~~923 134.3800 2006 104 40307,~~139~~061 ~~499~~617,~~745~~601 122.4501 2007 23 4111,~~758~~348 51323,~~895~~880 102.91 2008 31 741,~~352~~612 ~~127~~139,~~727~~761 173.3736 2009 3 10132,~~633~~422 ~~175~~783,~~435~~432 165.5092 2010 3 98,849 545,669 5.52 2011 and thereafter 915 70585,~~583~~508 15,~~068~~079,~~579~~258 158.1467 ---------- ------------- Total ~~222~~42 ~~655~~1,~~086~~821,295 ========== =============

~~Lease~~COMMUNITY ~~Expirations~~CENTERS ~~for~~LEASE ~~Commercial~~EXPIRATIONS ~~Properties~~FOR ~~AVERAGE~~RETAIL ~~ANNUALIZED~~STORE ~~ANNUALIZED~~LEASES ~~BASE~~(20,000 ~~BASE~~SQUARE ~~RENT~~FEET ~~PER~~OR ~~SQUARE~~LESS) AVERAGE ANNUALIZED BASE LEASE EXPIRATION NUMBER OF APPROXIMATE ~~RENT~~ANNUALIZED ~~UNDER~~BASE ~~FOOT~~RENT ~~UNDER~~PER SQUARE YEAR ENDING LEASES GLA IN ~~EXPIRING~~RENT ~~EXPIRING~~UNDER FOOT UNDER DECEMBER 31, EXPIRING SQUARE FEET ~~LEASES~~EXPIRING LEASES EXPIRING LEASES(1) ---------------------------- ---- ------ --- ------------ --------------- ----------------- ~~2001~~2002 1028 ~~177~~56,~~097~~732 $ ~~794~~708,~~569~~115 $ 412.4948 ~~2002~~2003 1143 ~~225~~120,~~122~~223 1,~~399~~454,~~614~~326 612.2210 ~~2003~~2004 849 ~~183~~134,~~075~~437 1,~~067~~679,~~712~~389 512.8349 ~~2004~~2005 1131 ~~225~~84,~~229~~522 1,~~285~~139,~~142~~134 513.7148 ~~2005~~2006 424 ~~261~~74,~~252~~142 1,~~290~~012,~~139~~786 413.9466 ~~2006~~2007 --2 --12,734 --98,049 --7.70 ~~2007~~2008 --2 --4,352 --78,197 --17.97 ~~2008~~2009 --3 --10,633 --175,435 --16.50 ~~2009~~2010 13 ~~104~~15,~~467~~910 ~~528~~192,~~987~~390 512.0609 ~~2010~~2011 and thereafter 111 1060,~~696~~623 521,~~920~~055,984 417.9542 ---------- ------------- Total 46196 1574,~~186,938~~308 ========== =============

----------------------- (1) Excludes tenants paying percentage rents in-lieu of minimum rents. 18

~~Distributions~~LEASE ~~Declared~~EXPIRATIONS ~~Per~~FOR OPCOMMERCIAL ~~Unit~~PROPERTIES AVERAGE ANNUALIZED BASE LEASE EXPIRATION NUMBER OF APPROXIMATE ANNUALIZED BASE RENT PER SQUARE YEAR ENDING LEASES GLA IN RENT UNDER FOOT UNDER DECEMBER 31, EXPIRING SQUARE FEET EXPIRING LEASES EXPIRING LEASES(1) -------------------------------- ~~YEAR~~--------- ~~ENDED~~------------ --------------- ----------------- 2002 12~~/31/99~~ ~~First~~273,528 ~~Quarter~~$1,527,566 $5.58 02003 9 195,859 1,253,688 6.~~465~~40 ~~Second~~2004 ~~Quarter~~13 0189,095 1,107,078 5.~~465~~85 ~~Third~~2005 ~~Quarter~~8 0295,477 1,608,083 5.~~465~~44 ~~Fourth~~2006 ~~Quarter~~2 052,000 268,320 5.~~480~~16 ~~YEAR~~2007 ~~ENDED~~-- ~~12/31/00~~-- ~~First~~-- ~~Quarter~~-- $2008 ~~0.480~~-- ~~Second~~-- ~~Quarter~~-- ~~0.480~~-- ~~Third~~2009 ~~Quarter~~1 0104,467 528,987 5.~~480~~06 ~~Fourth~~2010 ~~Quarter~~-- ~~0.495~~-- -- -- 2011 and thereafter -- -- -- -- --------- ------------ Total 45 1,110,426 ========= ============

---------------------- (1) Excludes tenants paying percentage rents in-lieu of minimum rents. As leases expire, the Company currently expects to be able to increase Rental Revenue by re-leasing the underlying space (either to a new tenant or to an existing tenant) at rental rates that are at or higher than the existing rates. OPERATIONS AND MANAGEMENT The Company manages all property management functions for the Properties. At December 31, 2001, the Company had 308 full-time employees devoted exclusively to property management. Each of the regional malls has on-site management and maintenance personnel as well as a marketing staff to assist the mall tenants in promoting and advertising their products. Overall supervision of mall operations, headed by a Director of Enclosed Malls, is conducted in a centralized fashion in order to take advantage of economies of scale and to deliver a uniform presentation of all management functions. The Company's internal property management information system enables it to quickly determine tenant status, tenant gross sales, insurance, and other critical information in order to effectively manage the affairs of its real property portfolio. The data collected regarding percentage sales allows the Company to predict sales, to retain tenants and to enhance mall stability. The Leasing/Development Department is responsible for maintaining relationships with tenants that afford the Company opportunities for new development and expansion. The Company conducts an active program of leasing within the common area space of its malls and community centers, kiosks, vacant in-line shop space and other promotional displays on a seasonal basis. In addition to increased customer traffic, this approach generates additional revenue for the Company. The Company's property management efforts will continue to be directed toward improving the attractiveness and appeal of its retail Properties and providing a pleasant shopping environment in order to increase overall tenant sales and rents. The Company strives to meet the needs of its tenants in the areas of promotion, marketing and ongoing management of its Properties and seeks to bring together a sufficient critical mass of complementary upscale and brand- name tenants. As part of its Property management efforts, the Company monitors tenant mix, store size, sales results and store locations, and works closely with tenants to improve the overall performance of their stores. The Company seeks to anticipate trends in the retailing industry and introduce new retail names and concepts into its retail Properties in response to these trends. The Company maintains its malls and community centers to very high standards and believes that the aesthetics, ambiance and cleanliness of these Properties contribute to repeat visits by customers. 19 DEVELOPMENTS Since 1976, the Company and the Predecessor Companies have been responsible for developing more retail malls in the region covered by Utah, Idaho, Colorado, Nevada, New Mexico and Wyoming than any other developer, having constructed, developed or redeveloped 12 malls in this region (as well as four other malls in Arizona, Oregon and Washington). The Company maintains the in- house capability to bring a project from concept to completion. The Leasing/Development Department had a total of 23 full-time employees at December 31, 2001, including directors of Leasing, Development, Tenant Coordination and Design/Drafting. The Operating Partnership developed the Mall at Sierra Vista, an enclosed regional mall in Sierra Vista, Arizona. The mall held its grand opening on October 20, 1999 and added approximately 335,000 square feet of additional Total GLA to the Company's existing portfolio. The Mall at Sierra Vista is anchored by Dillard's, Sears and Cinemark Theaters and includes space for approximately 48 mall shops. The Operating Partnership developed Provo Towne Centre, an enclosed regional mall in Provo, Utah. The mall held its grand opening on October 28, 1998 and added approximately 723,000 square feet of Total GLA to the Company's existing portfolio as of December 31, 1998. Provo Towne Centre is anchored by Dillard's, JCPenney, Sears and Cinemark Theaters and includes space for more than 80 mall shops. On November 11, 1999, the mall held a grand opening for its 16-screen Cinemark Theater which added approximately 74,000 square feet of additional GLA. In September 2000, the Company, through its consolidated partnership, Price Spokane Limited Partnership, completed an addition to NorthTown Mall, an enclosed regional mall in Spokane, Washington, adding approximately 103,000 square feet of GLA. The addition included a 12-screen Regal Cinemas occupying approximately 50,000 square feet of GLA, a Barnes & Noble occupying approximately 27,000 square feet of GLA and a Nordstrom Rack occupying approximately 26,000 square feet of GLA. An additional 912-stall parking garage was also completed. In October 2001, Spokane Mall Development Company, Ltd. Partnership, a consolidated partnership of which the Operating Partnership is the general partner, opened Spokane Valley Mall Plaza, a new community center development in Spokane, Washington. This Property is next to the Spokane Valley Mall and contains approximately 132,000 square feet of GLA. At December 31, 2001, this Property was 100% occupied. During 2000, the Operating Partnership developed an addition to Grand Teton Mall, an enclosed regional mall in Idaho Falls, Idaho, adding approximately 12,900 square feet of GLA for an Old Navy Store. During 1999, the Operating Partnership developed an additional building at Halsey Crossing, a community center in Gresham, Oregon, and added approximately 16,300 square feet of GLA to this community center. During 1999, the Company also added approximately 18,000 square feet of GLA at Boise Towne Plaza in Boise, Idaho, approximately 12,500 square feet of GLA at Spokane Valley Mall in Spokane, Washington and approximately 34,200 square feet of Total GLA for Guesthouse Inn at Three Rivers Mall in Kelso, Washington. Further, the Properties contain approximately 73 acres of vacant land suitable for additional retail expansion projects. Likewise, the Properties include additional improved land ready for development of approximately 263,000 square feet of free- standing retail space. The Company will seek to expand the Properties in its retail portfolio, as well as newly acquired properties, depending on tenant demand and market conditions. THIRD-PARTY PROPERTY MANAGEMENT The Company provides third-party property management for two office buildings, one located in Salt Lake City, Utah, and one in Park City, Utah, and four commercial buildings located in Albuquerque, New Mexico; Dallas, Texas, Escondido, California and Houston, Texas. In addition to these arrangements, the Company plans to pursue other property management opportunities. Because property management facilitates an understanding of a property's value and potential for cash flow growth, the Company believes that, in addition to generating property management fees, third-party property management arrangements can be a source of future acquisitions for the Company. For example, the Company was the property manager for Eastridge Mall and Silver Lake Mall prior to their acquisitions by the Company. 20 EMPLOYEES The Company had approximately 400 full-time employees and approximately 190 part-time employees at December 31, 2001. The Company believes its relationship with its employees is very good. None of the Company's employees are unionized. ITEM 3. LEGAL PROCEEDINGS The Operating Partnership is not aware of any pending or threatened litigation at this time that will have a materially adverse effect on the Company, the Operating Partnership or any of the Properties or its development parcels. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to the limited partners of the Operating Partnership during the fourth quarter period covered by this report. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At December 31, 2001, there was no established public trading market for the Operating Partnership's common units of limited partner interest (the "OP Units"), Series A Preferred Units, Series B Preferred Units or Series C Preferred Units. As of February 6, 2002, there were 62 holders of OP Units, one holder of Series A Preferred Units, two holders of Series B Preferred Units and one holder of Series C Preferred Units. The following table sets forth the distributions declared per OP Unit for each of the quarters presented:

~~SELECTED~~Distributions ~~FINANCIAL~~Declared ~~DATA~~Per ~~(Dollars~~OP inUnit ~~thousands except per share amounts) 2000 1999 1998 1997 1996~~ --------- ---~~------~~ ~~---------~~YEAR ~~---------~~ENDED --------- Revenues $ 142,201 $ 133,565 $ 109,069 $ 82,973 $ 72,949 --------- --------- --------- --------- --------- Expenses Operating Expenses before Interest, Depreciation and Amortization 45,316 43,620 36,088 27,434 24,405 Interest 12/31~~,380~~/00 ~~27,769~~First ~~20,501~~Quarter 9,066 7,776 Depreciation and Amortization 28,936 25,798 19,543 13,410 11,979 --------- --------- --------- --------- --------- Total 105,632 97,187 76,132 49,910 44,160 --------- --------- --------- --------- --------- 36,569 36,378 32,937 33,063 28,789 Minority Interest in Loss (Income) of Consolidated Partnerships 572 (349) (277) (273) (269) Gain on Sales of Real Estate 2,002 -- 1,096 339 94 --------- --------- --------- --------- --------- Income Before Extraordinary Item and Minority Interest of the Operating Partnership Unitholders 39,143 36,029 33,756 33,129 28,614 Minority Interest of the Operating Partnership Preferred Unitholders (10,085) (4,429) -- -- -- Minority Interest of the Operating Partnership Common Unitholders (5,281) (5,452) (5,806) (5,675) (5,244) Extraordinary Item - Loss on Early Extinguishment of Debt, Net of Minority Interest of the Operating Partnership Unitholders (80) (801) -- (133) -- --------- --------- --------- --------- --------- Net Income $ ~~23,697 $ 25,347 $ 27,950 $ 27,321 $ 23,370 ========= ========= ========= ========= ========= Basic Earnings Per Share (1) Income Before Extraordinary Item $ 1~~0.46480 $Second ~~1.49~~Quarter ~~$ 1~~0.59480 $Third ~~1.57~~Quarter ~~$ 1~~0.46480 ~~Extraordinary~~Fourth ~~Item~~Quarter (0.~~01)~~495 ~~(0.05)~~YEAR --ENDED ~~(0.~~12/31/01) --First ~~---------~~Quarter ~~--------- --------- --------- --------- Net Income~~ $ 10.45495 $Second ~~1.44~~Quarter ~~$ 1~~0.59495 $Third ~~1.56~~Quarter ~~$ 1.46 ========= ========= ========= ========= ========= Diluted Earnings Per Share (1) Income Before Extraordinary Item $ 1.46 $ 1.49 $ 1.58 $ 1.56 $ 1.45 Extraordinary Item (~~0.~~01)~~495 ~~(0.05)~~Fourth --Quarter (0.01) -- --------- --------- --------- --------- --------- Net Income $ 1.45 $ 1.44 $ 1.58 $ 1.55 $ 1.45 ========= ========= ========= ========= ========= Dividends Paid Per Share $ 1.935 $ 1.875 $ 1.815 $ 1.755 $ 1.695 ========= ========= ========= ========= =========510

During 2001 and 2000, the Operating Partnership recorded regular quarterly distributions to common unitholders totaling $39,720,000 and $38,343,000, respectively, or $1.995 and $1.935 per OP Unit, respectively. Future distributions will be determined by the Board of Directors of the Company, the general partner of the Operating Partnership, and will be dependent upon cash available for distribution, financial position and cash requirements of the Company and the Operating Partnership. The Operating Partnership makes quarterly distributions to the Series A, Series B and Series C preferred unitholders on the last day of each March, June, September and December. For the year ended December 31, 2001, distributions for the Series A, Series B and Series C Preferred Units were $1,116,000, $8,502,000 and $700,000, respectively. For the year ending 2000, distributions for the Series A, Series B and Series C Preferred Units were $1,116,000, $8,502,000 and $467,000, respectively. 21 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected financial and other data for the Operating Partnership for the years ended December 31, 2001, 2000, 1999, 1998 and 1997. The historical financial information for all the periods have been derived from the audited historical consolidated financial statements. The following selected financial information should be read in conjunction with all of the financial statements included elsewhere herein and "Management's Discussion and Analysis of Financial Condition and Results of Operations." SELECTED FINANCIAL DATA (Dollars in thousands except per share amounts)

~~SELECTED~~FOR ~~FINANCIAL~~THE ~~DATA~~YEARS ~~(Dollars~~ENDED inDECEMBER ~~thousands~~31, ~~except~~---------------------------------------------------------- ~~per~~2001 ~~share amounts)~~ 2000 1999 1998 1997 ~~1996~~ ---------- ---------- ---------- ---------- ---------- ~~BALANCE~~Revenues ~~SHEET~~$ ~~DATA~~144,356 ~~Real~~$ ~~Estate~~142,201 ~~before~~$ ~~Accumulated~~133,565 ~~Depreciation~~ $ ~~906~~109,~~281~~069 $ ~~876~~82,~~388~~973 $========== ~~815~~========== ========== ========== ========== Expenses Operating Expenses before Interest,~~756~~ $Depreciation ~~619~~and Amortization 46,~~371~~257 $45,316 ~~453~~43,~~241~~620 ~~Total~~36,088 ~~Assets~~27,434 ~~785~~Interest 28,~~831~~786 ~~776~~31,~~226~~380 ~~733~~27,~~155~~769 ~~545~~20,~~684~~501 ~~381~~9,~~360~~066 ~~Borrowings~~Depreciation ~~464~~28,~~462~~330 ~~438~~26,~~241~~492 ~~472~~23,~~990~~514 ~~283~~17,~~390~~306 ~~162~~11,~~375~~802 ~~Minority~~Amortization ~~Interest~~of ~~Preferred~~Deferred ~~Unitholders~~Financing ~~112~~Costs 1,~~327~~515 ~~104~~1,~~571~~695 1,652 1,572 969 Amortization of Deferred Leasing Costs 706 749 632 665 639 ---------- ---------- ---------- ~~Common~~---------- ~~Unitholders~~---------- 28Total 105,~~426~~594 30105,~~200~~632 3297,~~267~~187 3376,~~156~~132 3249,~~110~~910 ---------- ---------- ---------- ---------- ---------- Minority Interest in (Income) Loss of Consolidated Partnerships 1(120) 440 (482) (421) (394) Gain on Sales of Real Estate 5,~~383~~083 2,~~006~~002 ~~1,743~~-- 1,~~695~~096 ~~668~~339 ~~Stockholders'~~---------- ~~Equity~~---------- ~~165~~---------- ---------- ---------- Income Before Extraordinary Item 43,~~404~~725 ~~183~~39,~~645~~011 ~~204~~35,~~946~~896 ~~207~~33,~~986~~612 ~~172~~33,~~556~~008 ~~OTHER~~Extraordinary ~~DATA~~Item ~~Funds~~- ~~From~~Loss ~~Operations~~on Early Extinguishment of Debt -- (298) 53(985) -- (162) ---------- ---------- ---------- ---------- ---------- Net Income 43,~~227~~725 5438,~~858~~913 5034,~~397~~911 4533,~~028~~612 3932,~~195~~846 ~~Net~~Preferred ~~Operating~~Unit ~~Income~~Distribution (310,318) 96(10,~~885~~085) 89(4,~~945~~429) 72-- -- ---------- ---------- ---------- ---------- ---------- Net Income Available to Common Unitholders $ 33,~~981~~407 55$ 28,~~539~~828 48$ 30,~~544~~482 $ 33,612 $ 32,846 ========== ========== ========== ========== ========== Basic Earnings Per OP Unit (1): Income Before Extraordinary Item $ 1.68 $ 1.45 $ 1.48 $ 1.58 $ 1.57 Extraordinary Item -- -- (0.04) -- (0.01) ---------- ---------- ---------- ---------- ---------- Net Income $ 1.68 $ 1.45 $ 1.44 $ 1.58 $ 1.56 ========== ========== ========== ========== ========== Diluted Earnings Per OP Unit (1): Income Before Extraordinary Item $ 1.67 $ 1.45 $ 1.48 $ 1.57 $ 1.55 Extraordinary Item -- -- (0.05) -- (0.01) ---------- ---------- ---------- ---------- ---------- Net Income $ 1.67 $ 1.45 $ 1.43 $ 1.57 $ 1.54 ========== ========== ========== ========== ========== Distributions per OP Unit $ 1.995 $ 1.935 $ 1.875 $ 1.815 $ 1.755 ========== ========== ========== ========== ==========

22 ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)

~~NUMBER OF PROPERTIES/TOTAL GLA AT~~ DECEMBER 31, ---------------------------------------------------------- 2001 2000 1999 1998 1997 ~~1996~~ ---------- ---------- ---------- ---------- ---------- ~~Number~~BALANCE ofSHEET ~~Properties~~DATA atReal ~~Year-End~~Estate, 50before 51Accumulated 50$ 48924,060 44$ ~~==========~~906,281 ~~==========~~$ ~~==========~~876,388 ~~==========~~$ ~~==========~~815,756 ~~Total~~$ ~~GLA~~619,371 inDepreciation ~~Square~~Total ~~Feet~~Assets at795,772 ~~Year-End~~785,831 ~~Malls~~776,226 10733,~~430~~155 545,~~000~~684 10Borrowings 478,~~291~~682 464,~~000~~462 9438,~~810,000~~241 7472,~~745,000~~990 5283,~~553,000~~390 ~~Community~~Partners' ~~Centers~~Capital ~~and~~General ~~Free-Standing~~Partner ~~Retail Properties 3~~161,~~392,000~~750 3164,~~367,000~~578 3182,~~191,000~~951 3204,~~164,000~~384 3207,~~091,000~~581 ~~Commercial~~Preferred ~~Properties~~Limited ~~1,354,000~~Partner 1112,~~354,000~~327 1112,~~354,000~~327 1104,~~418,000~~571 ~~1,418,000~~ --~~--------~~ --~~--------~~ ~~----------~~Common ~~----------~~Limited ~~----------~~Partner ~~Total 15~~27,~~176,000~~578 1528,~~012,000~~697 1430,~~355,000~~471 1232,~~327,000~~537 1033,~~062,000 ========== ========== ========== ========== ==========~~426

~~Years~~FOR ~~Ended~~THE ~~December~~YEARS ENDED DECEMBER 31, ---------------------------------------------------------- 2001 2000 1999 1998 1997 ---------- ---------- ---------- ---------- ~~(DOLLARS~~---------- INOTHER ~~THOUSANDS)~~DATA ~~Income~~Cash ~~Before~~Flows ~~Minority~~provided ~~Interest,~~by ~~Gain~~(used onin) ~~Sales~~Operating ofActivities ~~Real~~$ ~~Estate~~65,169 ~~and~~$ ~~Extraordinary~~62,173 ~~Item~~ $ 3650,~~569~~155 $ 3650,~~378~~051 ~~Add:~~$ ~~Depreciation~~44,373 ofInvesting ~~Buildings~~Activities ~~& Improvements 26~~(20,~~371~~854) ~~23,395 Add: Amortization of Deferred Leasing Costs 749 632 Add: Minority Interest in Loss~~ (~~Income~~39,783) ~~of Consolidated Partnerships 572~~ (~~349~~57,537) ~~Less: Minority Interest of the Operating Partnership Preferred Unitholders~~ (10199,~~085~~873) (4137,~~429~~184) ~~Less:~~Financing ~~Minority~~Activities ~~Interest in Depreciation~~ (~~949~~35,458) (~~769~~27,521) ~~-------------~~10,026 ~~-------------~~149,342 96,664 Funds From Operations $(2) 56,733 53,227 $ 54,858 ~~=============~~50,397 ~~=============~~45,028 Net Operating Income (3) 98,099 96,885 89,945 72,981 55,539

~~EXHIBIT~~DECEMBER ~~PAGE~~31, ~~NUMBER DESCRIPTION NUMBER~~ ------ ----------- ----------------------------------------- ~~4.1~~2001 ~~Form~~2000 of1999 ~~Debt Security (4.6)* 4.2 Indenture, dated March 11,~~ 1998, by1997 ~~and~~---------- ~~between~~---------- ~~the~~---------- ~~Operating~~---------- ~~Partnership~~---------- ~~and~~Number ~~The~~of ~~Chase~~Properties ~~Manhattan~~at ~~Bank~~Year-End as50 ~~trustee~~50 (4.8)*51 ~~4.3~~50 ~~First~~48 ~~Supplemental~~Total ~~Indenture,~~GLA ~~dated~~in ~~March~~Square ~~11,~~Feet ~~1998,~~at byYear-End ~~and~~Malls between the Operating Partnership and The Chase Manhattan Bank as Trustee (4.9)* 10~~.1 Second Amended and Restated Agreement of Limited Partnership of Price Development Company~~, ~~Limited Partnership** 10.2 Agreement of Limited Partnership of Price Financing Partnership~~414,000 ~~L.P. (~~10~~(b))*** 10.6 Registration Rights Agreement among the Company and the Limited Partners of Price Development Company~~,430,000 ~~Limited Partnership (~~10~~(g))*** 10.7 Amendment No. 1 to Registration Rights Agreement~~, ~~dated August 1~~291,000 ~~1995~~9, ~~among the Company and the Limited Partners of Price Development Company~~810,000 ~~Limited Partnership*** 10.8 Exchange Agreement among the Company and the Limited Partners of Price Development Company~~7,745,000 ~~Limited~~Community ~~Partnership~~Centers ~~(10(h))*** 10.10 Amendment to Groundlease between Price Development Company~~ and ~~Alvin~~Free-Standing ~~Malstrom~~Retail asProperties ~~Trustee and C.F. Malstrom~~3, ~~dated December 31~~429,000 ~~1985. (Groundlease for Plaza 9400) (10(j))*** 10.11 Lease Agreement between The Corporation of the President of the Church of Jesus Christ of Latter Day Saints and Price-James and Assumptions~~3, ~~dated September 24~~392,000 ~~1979. (Groundlease for Anaheim Plaza) (10(k))*** 10.12 Indenture of Lease between Ambrose and Zelda Motta and Cordova Village~~3,367,000 ~~dated July 26~~3,191,000 ~~1974~~3,164,000 ~~and~~Commercial ~~Amendments~~Properties ~~and Transfers thereto. (Groundlease for Fort Union Plaza) (10(l))*** 10.13 Lease Agreement between Advance Management Corporation and Price Rentals~~1,355,000 ~~Inc. and dated August~~ 1,354,000 ~~1975 and Amendments thereto. (Groundlease for Price Fremont) (10(m))*** 10.14 Groundlease between Aldo Rossi and Price Development Company~~1,354,000 ~~dated June~~ 1,354,000 ~~1989~~1,418,000 ~~and~~---------- ~~related~~---------- ~~documents.~~---------- ~~(Groundlease~~---------- ~~for~~---------- ~~Halsey~~Total ~~Crossing) (10(n))*** 10.~~15 ~~First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company~~, ~~Limited Partnership** 10.16 Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company~~198,000 ~~Limited Partnership** 10.17 Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company~~15,176,000 ~~Limited Partnership**** 10.18 Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company~~15,012,000 ~~Limited Partnership***** 10.19 Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company~~14,355,000 ~~Limited Partnership****** 10.20 Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company~~12,327,000 ~~Limited~~========== ~~Partnership~~========== ~~23.~~========== ~~Consent~~========== ~~of Independent Accountants~~==========

-------------------------- (1) Basic Earnings Per OP Unit based on 19,929,000, 19,934,000, 21,238,000, 21,298,000 and 21,119,000 weighted average number of OP Units outstanding for the years ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively. Diluted Earnings Per OP Unit based on 19,989,000, 19,935,000, 21,267,000, 21,401,000 and 21,285,000 weighted diluted average number of OP Units outstanding for years ended December 31, 2001, 2000, 1999, 1998, and 1997, respectively. (2) The Company, the general partner of the Operating Partnership, considers funds from operations to be an appropriate measure of the performance of an equity REIT. Funds from operations ("FFO") is defined by the National Association of Real Estate Investment Trusts ("NAREIT") as "net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures." While the Company believes that FFO is the most relevant and widely used measure of its operating performance, it does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indication of the Company's or the Operating Partnership's operating performance or as an alternative to cash flow as a measure of liquidity. The Company's presentation of FFO, however, may not be comparable to other similarly titled measures used by other equity REITs. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." (3) Revenues less operating expenses before interest, depreciation and amortization. 23 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The following discussion should be read in conjunction with "Selected Financial Data" and the consolidated financial statements of the Company and the notes thereto appearing elsewhere herein. The Company is a fully integrated, self-administered and self-managed REIT primarily engaged in the ownership, leasing, management, operation, development, redevelopment and acquisition of retail properties in the Intermountain Region, as well as in Oregon, Washington and California. JP Realty, Inc. conducts all of its business operations through, and holds a controlling interest in, the Operating Partnership. The Operating Partnership's existing portfolio consists of 50 properties, in three operating segments, including 18 enclosed regional malls, 25 community centers together with one free-standing retail Property and six mixed-use commercial Properties. The Company completed the following: a development of Spokane Valley Mall Plaza a new community center in Spokane, Washington adjacent to Spokane Valley Mall in October 2001, a development an expansion on NorthTown Mall, in Spokane, Washington, in September 2000; the opening of Cinemark Theater at Provo Towne Centre, in Provo, Utah, on November 11, 1999; the opening of the Mall at Sierra Vista, in Sierra Vista, Arizona, on October 20, 1999; and the expansion at Boise Towne Plaza, in Boise, Idaho, in 1999. The Operating Partnership's acquisition and development activities added a combined 826,000 square feet of Total GLA to the retail portfolio during 2001, 2000 and 1999. SIGNIFICANT ACCOUNTING POLICIES Certain minimum rents are recognized monthly based upon amounts which are currently due from tenants, when such amounts are not materially different than recognizing the fixed cash flow over the initial term of the lease using the straight-line method. Certain leases have in-lieu rents which cover all rent charges and recoveries and are recorded as minimum rents. All other minimum rents are recognized using the straight-line method. The Company recognizes revenues for Percentage and Overage Rents in the period earned, based upon the accounting guidance issued by Staff Accounting Bulletin No. 101 "Revenue Recognition". An allowance for doubtful accounts is provided against the portion of tenant accounts receivable which is estimated to be uncollectible. The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with the taxable year ended December 31, 1994. To qualify as a REIT, the Company must distribute annually to its stockholders at least 90% of its REIT taxable income, as defined in the Code, and satisfy certain other requirements. The Company intends to distribute at least 100% of its estimated REIT taxable income each year and, as a result, it is not taxed under the Code. The Company accounts for all its affiliates in the Company's consolidated financial statements and all significant intercompany balances have been eliminated. RESULTS OF OPERATIONS COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000 REVENUES Total revenues increased 1.5%, or $2,155,000, for the year ended December 31, 2001. Of the $2,155,000 increase, $1,523,000 was the result of increased revenues at the regional malls, $905,000 was the result of increased revenues at the community centers and $89,000 was the result of increased revenues at the commercial properties. A decrease of $362,000 was not allocated to a particular property segment. 24 MINIMUM RENTS Minimum rents increased 2.7%, or $2,797,000, for the year ended December 31, 2001. Minimum rents increased by $1,978,000 at the regional malls primarily due to the September 2000 completion of the expansion at the NorthTown Mall, in Spokane, Washington, the August 2000 addition of Dillard's as an anchor tenant to the North Plains Mall, in Clovis, New Mexico, and overall growth throughout the regional mall portfolio, offset by a decrease in straight-line rents of $206,000 and a decrease of lease terminations from tenant settlements of $604,000. Minimum rents increased by $766,000 at the community centers primarily due to overall growth throughout the community center portfolio and $231,000 from lease termination settlements, offset by a decrease in straight-line rents of $192,000. Minimum rents at the commercial properties increased by $53,000. Straight-line rents recognized were $1,298,000 during 2001 and $1,689,000 during 2000. Minimum rents from lease terminations were $1,047,000 during 2001 and $1,410,000 during 2000. PERCENTAGE AND OVERAGE RENTS Percentage and overage rents decreased 5.7%, or $257,000, for the year ended December 31, 2001. Percentage and overage rents decreased by $249,000 at the regional malls and decreased by $8,000 at the community centers. RECOVERIES FROM TENANTS Recoveries from tenants increased 3.5%, or $1,080,000, for the year ended December 31, 2001. Recoveries from tenants increased by $908,000 at the regional malls, $136,000 at the community centers and $36,000 at the commercial properties. INTEREST AND OTHER REVENUES Interest and other revenues decreased 48.2%, or $1,465,000, for the year ended December 31, 2001. Interest decreased $240,000 and other revenues decreased $1,225,000. The decrease in other revenues is primarily due to $729,000 received in 2000 from a local governmental redevelopment agency as payment for a prior year incentive to build in its community, along with a decrease in the amount of such incentives for the year ended December 31, 2001 compared to the same period of the prior year. Other revenues decreased at the regional malls by $1,211,000, increased in the community centers by $10,000 and a decrease of $24,000 was not allocated to a particular property segment. EXPENSES Total expenses increased 0.04%, or $38,000, for the year ended December 31, 2001. Property operating expenses (operating and maintenance; real estate taxes and insurance; and advertising and promotions) increased by $546,000, general and administrative expenses increased by $395,000, depreciation and amortization increased by $1,615,000 and interest decreased by $2,594,000. PROPERTY OPERATING EXPENSES Property operating expenses (operating and maintenance; real estate taxes and insurance; and advertising and promotions) increased by $691,000 at the regional malls, decreased by $59,000 at the community centers and $86,000 at the commercial properties. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses increased $395,000 for the year ended December 31, 2001. The increase is primarily related to increased insurance expense related to the Company's health insurance plan which, in 2000, was lower due to the receipt of certain reinsurance proceeds and increases in personnel incentive plan costs for the year. 25 DEPRECIATION AND AMORTIZATION Depreciation and amortization increased $1,615,000 for the year ended December 31, 2001. This increase is attributable to higher depreciation expense from newly developed GLA and tenant improvements, offset by the effect of reducing asset lives on tenant improvements. In 2001, the effect of reducing asset lives on tenant improvements was $895,000 compared to $1,469,000 in 2000. INTEREST EXPENSE/CAPITALIZED INTEREST Interest expense decreased $2,594,000 for the year ended December 31, 2001. The decrease in interest expense is the result of lower interest rates on the Company's variable rate debt. Interest capitalized on projects under development was $513,000 in 2001 compared to $1,289,000 in 2000. MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS Income attributable to minority interest increased $560,000 to $120,000 income in 2001 compared to $440,000 loss in 2000. This is mainly due to a consolidated partnership where cumulative losses now exceed the limited partners' investment in such consolidated partnership and such losses previously attributable to its limited partners are now recognized by the Company. GAIN ON SALES OF REAL ESTATE Gain on sales of real estate increased $3,081,000 in 2001 due to a sales of out parcels with a gain of $990,000 and the sale of Fry's Shopping Plaza, a community center in Glendale, Arizona, with a gain of $4,093,000 compared to the gain on sales of real estate of $2,002,000 in 2000. COMPARISON OF YEAR ENDED DECEMBER 31, 2000 TO YEAR ENDED DECEMBER 31, 1999 REVENUES Total revenues increased 6.5%, or $8,636,000, for the year ended December 31, 2000. Of the $8,636,000 increase, $9,640,000 was the result of increased revenues at the regional malls, $735,000 was the result of decreased revenues at the community centers which was primarily the result of a one-time, non-cash transaction in the amount of $1,957,000 in which a consolidated partnership of the Operating Partnership received a building in exchange for cancellation of a long-term ground lease recorded in 1999, and $186,000 was the result of increased revenues at the commercial properties. A decrease of $455,000 was not allocated to a particular property segment. MINIMUM RENTS Minimum rents increased 5.9%, or $5,769,000, for the year ended December 31, 2000. Minimum rents increased by $6,887,000 at the regional malls primarily due to the October 20, 1999 opening of the Mall at Sierra Vista, in Sierra Vista, Arizona, the November 11, 1999 opening of the Cinemark Theater at Provo Towne Centre, in Provo, Utah, the 1999 expansion of Boise Towne Plaza, in Boise, Idaho, the September 2000 completion of the expansion at the NorthTown Mall, in Spokane, Washington, the August 2000 addition of Dillard's as an anchor tenant to the North Plains Mall, in Clovis, New Mexico, lease terminations from tenant settlements and overall growth throughout the regional mall portfolio. Minimum rents decreased by $1,250,000 at the community centers primarily due to a $1,957,000 one-time, non-cash transaction recorded in 1999. Minimum rents at the commercial properties increased by $132,000. PERCENTAGE AND OVERAGE RENTS Percentage and overage rents decreased 8.7%, or $427,000, for the year ended December 31, 2000. Percentage and overage rents decreased by $481,000 at the regional malls and increased by $54,000 at the community centers. 26 RECOVERIES FROM TENANTS Recoveries from tenants increased 5.5%, or $1,613,000, for the year ended December 31, 2000. Recoveries from tenants increased by $1,298,000 at the regional malls, $261,000 at the community centers and $54,000 at the commercial properties. INTEREST AND OTHER REVENUES Interest and other revenues increased 123.7%, or $1,681,000, for the year ended December 31, 2000. Interest increased $95,000 and other revenues increased $1,586,000. The increase in other revenues is primarily due to $729,000 received in 2000 from a local governmental redevelopment agency as payment for a prior year incentive to build in its community, along with amounts of such incentives for the year ended December 31, 2000 compared to the same period of the prior year. Other revenues increased at the regional malls by $1,911,000, at the community centers by $196,000 and a decrease of $521,000 was not allocated to a particular property segment EXPENSES Total expenses increased 8.7%, or $8,445,000, for the year ended December 31, 2000. Property operating expenses (operating and maintenance; real estate taxes and insurance; and advertising and promotions) increased by $2,113,000, general and administrative expenses decreased by $417,000, depreciation and amortization increased by $3,138,000 and interest increased by $3,611,000. PROPERTY OPERATING EXPENSES Property operating expenses (operating and maintenance; real estate taxes and insurance; and advertising and promotions) increased by $1,896,000 at the regional malls, increased by $299,000 at the community centers and decreased by $82,000 at the commercial properties. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses decreased $417,000 for the year ended December 31, 2000. The decrease is primarily related to the Company's health insurance plan which, in 2000, was lower due to the receipt of certain reinsurance proceeds and decreases in personnel incentive plan costs for the year. DEPRECIATION AND AMORTIZATION Depreciation and amortization increased $3,138,000 for the year ended December 31, 2000. This increase is attributable to higher depreciation expense from newly developed GLA and tenant improvements. In 2000, the effect of reducing asset lives on tenant improvements was $1,469,000 compared to $1,218,000 in 1999. INTEREST EXPENSE/CAPITALIZED INTEREST Interest expense increased $3,611,000 for the year ended December 31, 2000. The increase in interest expense is the result of higher interest rates on higher borrowings and a decrease in capitalized interest due to completed GLA. Interest capitalized on projects under development was $1,289,000 in 2000 compared to $2,404,000 in 1999. The Operating Partnership issued preferred units of limited partnership interest in three separate transactions, one in each of the second and third quarters of 1999 and the second quarter of 2000, which resulted in net proceeds of approximately $112,327,000. The Operating Partnership used approximately $110,100,000 to reduce then-outstanding borrowings. Subsequently, borrowings were increased during 1999 and 2000 in connection with development activities and the Company's repurchase of Common Stock. The payment of preferred unit dividends reduced net income for the years ended December 31, 2000 and 1999 in the amount of $10,085,000 and $4,429,000, respectively. Net income was positively impacted by the savings in interest costs from the reduction of Company debt with proceeds from the issuance of preferred stock. The interest expense reduction, net of minority interest, associated with the issuance of preferred stock was approximately $6,391,000 and $1,578,000 for the years ended December 31, 2000 and 1999, respectively. 27 MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS Net income was positively impacted by the increase of $922,000 in minority interest due to the allocation of losses to the minority interest in certain consolidated partnerships during 2000 while income was allocated during 1999. GAIN ON SALES OF REAL ESTATE Gain on sales of real estate in 2000 was $2,002,000 as compared to no sales in 1999. LIQUIDITY AND CAPITAL RESOURCES The Company's principal uses of its liquidity and capital resources have historically been for dividends, property acquisitions, development, expansion and renovation programs and debt repayment. To maintain its qualification as a REIT under the Code, the Company is required to distribute to its stockholders at least 90% of its "Real Estate Investment Trust Taxable Income" as defined in the Code. The Company declared quarterly dividends aggregating $1.995 per share in 2001. Approximately 26% of the Company's 2001 dividends represented a return of capital. Future dividends will be determined by the Board of Directors and will be dependent on cash available for distribution, financial position and cash requirements of the Company. The Company's principal source of liquidity is the cash flow from operating activities generated from its real estate investments. As the economy slows and tenant sales decrease, the Company's cash flow from operating activities may be impacted by those tenants that are paying rents based on a percentage of sales (i.e., in-lieu minimum rents) and those tenants that are paying a percentage of sales over a specified amount (i.e., percentage and overage rents). The Company may also be affected to the extent that tenant occupancy decreases as a result of a slower economy. The Company expects that its property operations for 2002 will be similar to 2001 if the economy continues to be depressed. Cash flow from operations has been positively affected by the Company's interest expense which decreased in 2001 due to the interest rate decreases applied to the Company's variable rate debt. The Company anticipates that interest rates may rise during the last half of 2002 which higher expense will affect the Company's cash from operations. As of December 31, 2001, the Company's cash and restricted cash amounted to approximately $17.1 million. In addition to its cash and restricted cash, unused capacity under the 2000 Credit Facility totaled $76 million at year end. The Company generally intends to distribute cash in the form of common dividends and distributions to common unitholders approximating 65% to 75% of its funds from operations with the remaining amounts to be held for capital expenditures and additional growth. The Company expects to meet its other short-term cash requirements, including recurring capital expenditures related to maintenance and improvements of existing Properties, through the balance of its cash from operations, its cash balances and advances under the 2000 Credit Facility. The Company prepares an annual capital expenditure and maintenance budget for each Property which includes provisions for all necessary recurring capital improvements. The Company believes that its cash flows from operating activities will provide the necessary funding for these requirements. The Company believes that these funds will be sufficient to cover (i) tenant finish costs associated with the renewal or replacement of current tenants as existing leases expire and (ii) capital expenditures which will not be reimbursed by tenants. During 2001, the Company had capital expenditures, totaling approximately $28.4 million. This amount consisted of $20.3 million in revenue enhancing construction and development, $4.4 million in revenue enhancing tenant allowances, $2.2 million in non-revenue enhancing tenant allowances and $0.6 million in other non-revenue enhancing capital expenditures. The Company also paid $883,000 in leasing commissions to outside parties. Of this amount, $785,000 was considered revenue enhancing and $98,000 was considered non- revenue enhancing. Exclusive of construction and development, capital expenditures (both revenue and non-revenue enhancing) for the existing Properties are budgeted in 2002 to be approximately $5.0 million. The Company's principal long-term liquidity requirements will be the repayment of principal on its outstanding secured and unsecured indebtedness and payments on its operating leases, principally ground leases. At December 31, 2001, the Company's total outstanding indebtedness was approximately $478.7 million. Such indebtedness included: (i) the Provo Towne Centre construction loan of approximately $44.1 million maturing July 2003; (ii) the Spokane Valley Mall loan facility of $47.3 million maturing July 2003; (iii) the 2000 Credit Facility with a balance of $124.0 million maturing July 2003; (iv) the $100 28 million senior notes with a principal payable of $25 million per year beginning March 2005; (v) the $81.6 million 6.68% first mortgage on NorthTown Mall which requires a balloon payment of approximately $73.0 million in September 2008; and (vi) the $78.3 million 6.64% first mortgage on Boise Towne Square which requires a balloon payment of approximately $68.4 million in February 2011. Obligations under the operating leases for 2002, 2003, 2004, 2005, 2006 and thereafter are approximately $1.0 million, $1.0 million, $0.9 million, $0.9 million, $0.9 million and $23.8 million, respectively. The Company is also contemplating the expansion and renovation of several of its existing Properties and additional development projects and acquisitions as a means to expand its portfolio. The Company does not expect to generate sufficient cash flows from operating activities to meet such long-term needs and intends to finance these amounts primarily through advances under the 2000 Credit Facility, together with equity and debt offerings, including public financing and individual property financings, and from selective asset sales. The availability of such financing will influence the Company's decision to proceed with, and the pace of, its development and acquisition activities. On April 23, 1999, the Operating Partnership issued 510,000 Series A 8.75% Preferred Units in a private placement. Each Series A Preferred Unit represents a limited partner interest of the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Operating Partnership used the net proceeds of approximately $12.3 million for the partial repayment of borrowings outstanding under the Prior Credit Facility. On July 28, 1999, the Operating Partnership also issued 3,800,000 Series B 8.95% Preferred Units in a private placement. Each Series B Preferred Unit represents a limited partnership interest of the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Company used the proceeds of approximately $92.2 million to repay $90 million in borrowings outstanding under the Prior Credit Facility and increase operating cash. On May 1, 2000, the Operating Partnership issued 320,000 Series C 8.75% Preferred Units in a private placement. Each Series C Preferred Unit represents a unit of limited partner interest of the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Operating Partnership used the net proceeds of approximately $7.8 million for the partial repayment of borrowings outstanding under the Prior Credit Facility. Quarterly distributions of approximately $278,900, $2,125,600 and $175,000 are due to the holders of the Series A, Series B and Series C Preferred Units, respectively, on the last day of each March, June, September and December. If the last day of each payment period falls on a non-business day, payment is due on the immediately preceding business day for Series A and C and the following business day for Series B, except that payment for the Series B fourth quarter distributions must be made in December. On September 2, 1997, the Company and the Operating Partnership filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission for the purpose of registering common stock, preferred stock, depositary shares, common stock warrants, debt securities and guarantees. This registration statement, when combined with the Company's unused portion of its previous shelf registration, allowed for up to an aggregate of $400 million of securities to be offered by the Company and the Operating Partnership. On March 11, 1998, the Operating Partnership under this registration statement, issued $100 million of ten-year senior unsecured notes bearing annual interest at a rate of 7.29%. The Operating Partnership had entered into an interest rate protection agreement in anticipation of issuing these notes and received $270,000 as a result of terminating this agreement making the effective rate of interest on these notes at 7.26%. Interest payments are due semi-annually on March 11 and September 11 of each year. Principal payments of $25 million are due annually beginning March 2005. The proceeds were used to partially repay outstanding borrowings under the Prior Credit Facility. At December 31, 2001, the Company and the Operating Partnership had an aggregate of $300 million in registered securities available under its effective shelf registration statement. The Company intends to fund its distribution, development, expansion, renovation, acquisition and debt repayment activities from the 2000 Credit Facility as well as other debt and equity financings, including public financings, individual property financings, and from selective asset sales. The Company's ratio of debt-to-total market capitalization was approximately 45% as of December 31, 2001. Net cash provided by operating activities for the year ended December 31, 2001 was $65,169,000 versus $62,173,000 for the corresponding period of 2000. Net income adjusted for non-cash items accounted for a $3,808,000 increase, while changes in operating assets and liabilities accounted for a $812,000 decrease. Net cash used in investing activities for the year ended December 31, 2001 was $20,854,000 verses $39,783,000 for the corresponding period of 2000. It primarily reflects real estate asset investments of $28,359,000, an increase in restricted cash of $1,814,000 and proceeds from the sale of real estate of $9,319,000. 29 Net cash used in financing activities for the year ended December 31, 2001 was $35,458,000 verses $27,521,000 for the corresponding period of 2000. Cash was generated from the issuance of Common Stock upon the exercise of outstanding stock options in the amount of $2,319,000, from borrowings of $160,713,000, which were used to repay outstanding borrowings in the amount of $146,493,000. Cash was used for distributions to preferred unitholders in the amount of $10,318,000; to minority interests in the amount of $440,000; to common stockholders in the amount of $32,461,000; and to common unitholders in the amount of $7,259,000; along with the payment of $1,519,000 for deferred financing costs. The Company believes that in order to facilitate a clear understanding of the consolidated historical operating results, the Company's net income should be examined in conjunction with funds from operations. The Company considers funds from operations to be an appropriate measure of the performance of an equity REIT. Funds from operations ("FFO") is defined by NAREIT as "net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures." While the Company believes that FFO is the most relevant and widely used measure of its operating performance, it does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indication of the Company's operating performance or as an alternative to cash flow as a measure of liquidity. The Company's presentation of FFO, however, may not be comparable to other similarly titled measures used by other equity REITs. The Company's calculation of FFO is as follows:

JPYEARS ~~REALTY,~~ENDED ~~INC.~~DECEMBER ~~By:~~31, ~~/s/~~2001 ~~JOHN~~2000 ~~PRICE~~ ------------- ------------~~-----~~ ~~John~~(DOLLARS ~~Price~~IN ~~Chairman~~THOUSANDS) ofIncome ~~the~~Before ~~Board~~Minority Interest, Gain on Sales of ~~Directors~~Real Estate and ~~Chief~~Extraordinary ~~Executive~~Item ~~Officer~~$ ~~Date:~~38,762 ~~February~~$ 1436,569 ~~2001~~Depreciation of Buildings & Improvements 28,179 26,371 Amortization of Deferred Leasing Costs 706 749 Minority Interest in (Income) Loss of Consolidated Partnerships (71) 572 Minority Interest of the Operating Partnership Preferred Unitholders (10,318) (10,085) Minority Interest in Depreciation (525) (949) ------------- ------------ Funds From Operations $ 56,733 $ 53,227 ============= ============

INFLATION Inflation has remained relatively low during the past three years and has had minimal impact on the operating performance of the Properties. Nonetheless, substantially all of the retail tenants' leases contain provisions designed to protect the Company from the impact of inflation. Such provisions include clauses enabling the Company to receive percentage rents based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rents during the terms of the leases. In addition, many of the leases are for terms less than ten years, which may enable the Company to replace existing leases with new leases at higher base and/or percentage rents if rents of the existing leases are below then-existing market rates. Substantially all of the leases, other than those for anchors, require the tenants to pay a proportionate share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. However, inflation may have a negative impact on some of the Company's other operating items. Interest and general and administrative expenses may be adversely affected by inflation as these specified costs could increase at a rate higher than rents. Also, for tenant leases with specified rent increases, inflation may have a negative effect as the specified rent increases in these leases could be lower than the increase in the inflation rate at any given time. 30 OTHER MATTERS The Company has reviewed all recently issued accounting standards in order to determine their effects, if any, on the results of operations or financial position of the Company. The Company adopted the accounting guidance provided by Staff Accounting Bulletin No. 101, "Revenue Recognition, beginning January 1, 2000. The cumulative effect of adopting this guidance was not material as it changed the timing of when the Company recognizes percentage and overage rents on a quarterly basis, but did not have a material impact on the Company's annual financial statements. On January 1, 2001 the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" as amended by SFAS No. 138. 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 that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Company did not hold any derivative instruments at December 31, 2001 or 2000, and as such, the Company does not expect this pronouncement to have a significant impact on the Company's financial statements. On July 1, 2001 the Company adopted SFAS No. 141, "Business Combinations". SFAS No. 141 requires that the purchase method of accounting be used for all business combinations for which the date of acquisition is after June 30, 2001. SFAS No.141 also establishes specific criteria for the recognition of intangible assets. This pronouncement did not have an impact on its financial statements. The Financial Accounting Standards Board issued SFAS No. 142, "Goodwill And Other Intangible Assets". SFAS No. 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their acquisition. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. The Company does not expect the adoption of this standard to have a significant impact on its financial statements. The Financial Accounting Standards Board issued SFAS No. 143, "Accounting For Asset Retirement Obligations". SFAS No. 143 requires that an entity shall recognize the fair value of a liability for an asset retirement obligation in the period in which a reasonable estimate of fair value can be made. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002, with early adoption permitted. The Company does not expect the adoption of this standard to have a significant impact on its financial statements. The Financial Accounting Standards Board issued SFAS No. 144, "Accounting For Impairment or Disposal of Long-lived Assets". SFAS No. 144 supersedes SFAS No. 121 and requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and broadens the presentation of discontinued operations to include more disposal transactions. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, with early adoption permitted. The Company expects the adoption of this standard to impact the presentation of its financial statements by requiring the Company to classify the disposals of properties with operations that can be distinguished from the rest of the entity as discontinued operations. The statements contained in this Annual Report of Form 10-K that are not purely historical fact are forward looking statements and as such may involve known and unknown risks, uncertainties and assumptions. Actual future performance, achievements and results of the Operating Partnership may differ materially from those expressed or implied by such forward-looking statements as a result of such known and unknown risks, uncertainties, assumptions and other factors. Representative examples of these factors include, without limitation, general industry and economic conditions, interest rate trends, terrorist activities, cost of capital and capital requirements, availability of real estate properties, competition from other companies and venues for the sale/distribution of goods and services, shifts in customer demands, tenant bankruptcies, governmental and public policy changes and the continued availability of financing in the amounts and on the terms necessary to support the future business of the Company. Readers are cautioned that the Operating Partnership's actual results could differ materially from those set forth in such forward-looking statements. 31 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's exposure to market risk is limited to fluctuations in the general level of interest rates on its current and future fixed and variable rate debt obligations. The Company is vulnerable to significant fluctuations in interest rates on its variable rate debt, on any future repricing or refinancing of its fixed rate debt and on future debt. The Company uses long-term and medium-term debt as a source of capital. At December 31, 2001, the Company had approximately $263,257,000 in outstanding fixed rate debt, consisting of $100,000,000 unsecured senior notes and $163,257,000 in mortgages and notes secured by real estate. The various fixed rate debt instruments mature starting in the year 2003 through 2095. The weighted average rate of interest on the fixed rate debt was approximately 6.97% for the year ended December 31, 2001. When debt instruments of this type mature, the Company typically refinances such debt at the then-existing market interest rates which may be more or less than the interest rates on the maturing debt. Changes in general market interest rates will affect the fair value of the Company's fixed rate debt (i.e. as the interest rates increase the fair value of the debt decreases and as interest rates decrease the fair value of the debt increases), but will not have an effect on the interest rate, interest expense or cash flow of such debt. In addition, while no such agreements are in place at December 31, 2001, the Company may attempt to reduce interest rate risk associated with a forecasted issuance of new fixed rate debt by entering into interest rate protection agreements. The 2000 Credit Facility, loan facility and existing construction loans have variable interest rates and any fluctuation in interest rates will increase or decrease the Company's interest expense. The Operating Partnership's credit facility borrowings under the 2000 Credit Facility are primarily transacted utilizing a variable interest rate tied to LIBOR, which as of December 31, 2001 was equal to LIBOR plus 110 basis points. The interest rate on the construction loan and loan facility as of December 31, 2001 was equal to LIBOR plus 150 basis points. The LIBOR rate used is at the Company's option and is based upon the 30, 60, or 90 day LIBOR rate. A change in the LIBOR rate will effect the Company's interest expense and cash flow. At December 31, 2001, the Company had approximately $215,425,000 in outstanding variable rate debt. The weighted average rate of interest on the variable interest rate debt was approximately 5.36% for the year ended December 31, 2001. If the interest rate for the Company's variable rate debt increased or decreased by 1%, the Company's subsequent annual interest expense on its then outstanding variable rate debt would increase or decrease, as the case may be, by approximately $2,154,000. Due to the uncertainty of fluctuations in interest rates and the specific actions that might be taken by the Company to mitigate the impact of such fluctuations and their possible effects, the foregoing sensitivity analysis assumes no changes in the Company's financial structure. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data are listed in the Index to Financial Statements and Financial Statement Schedules appearing on Page F-1 of this Annual Report on Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE During the two most recent fiscal years, the Operating Partnership has not experienced any changes in or disagreements with its independent auditors. 32 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Operating Partnership does not have any directors or executive officers. The Company, as the sole general partner of the Operating Partnership, controls the day-to-day operations of the Operating Partnership. Information regarding (i) the Company's Directors appears under the appropriate caption in the Company's proxy statement for its 2002 Annual Meeting of Stockholders to be filed with the Commission pursuant to Regulation 14A and (ii) the Company's Executive Officers appears in Item 4A of the Company's Annual Report on Form 10-K for the year ended December 31, 2001. The Operating Partnership does not have any equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and, therefore, is not required to provide the information requested by Item 405 of Regulation S-K. ITEM 11. EXECUTIVE COMPENSATION The Operating Partnership does not have any directors or executive officers. The Company, as the sole general partner of the Operating Partnership, controls the day-to-day operations of the Operating Partnership. Information regarding executive compensation of the Company's Executive Officers appears under the appropriate caption in the Company's proxy statement for its 2002 Annual Meeting of Stockholders to be filed with the Commission pursuant to Regulation 14A. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Operating Partnership does not have any voting securities or any directors or executive officers and, therefore, is not required to provide the information requested by Item 403 of Regulation S-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Operating Partnership does not have any voting securities or any directors or executive officers and, therefore, is not required to provide the information requested by Item 404 of Regulation S-K. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) and (2) Financial Statements and Financial Statements Schedules See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 of this Form 10-K (b) Reports on Form 8-K None (c) Exhibits 33

~~NAME~~Exhibit ~~TITLE~~Number ~~DATE~~Description ------ ----- ------ ~~/s/~~4.1 ~~JOHN~~Form ~~PRICE~~of ~~Chairman~~Debt Security (4.6){(1)} 4.2 Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase Manhattan Bank as trustee (4.8){(1)} 4.3 First Supplemental Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase Manhattan Bank as Trustee (4.9){(1)} 10.1 Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited Partnership{(2)} 10.2 Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){(3)} 10.6 Registration Rights Agreement among the ~~Board~~Company and the Limited Partners of ~~Directors~~Price Development Company, ~~February~~Limited 14Partnership (10(g)){(3)} 10.7 Amendment No. 1 to Registration Rights Agreement, ~~2001~~dated ~~-------------------------------~~August ~~Chief~~1, ~~Executive~~1995, ~~Officer~~among the Company and ~~Director~~the ~~John~~Limited Partners of Price Development Company, Limited Partnership{(~~Principal~~3)} ~~Executive~~10.8 ~~Officer~~Exchange Agreement among the Company and the Limited Partners of Price Development Company, Limited Partnership (10(h)){(3)} ~~/s/~~10.10 GAmendment to Groundlease between Price Development Company and Alvin Malstrom as Trustee and C.F. ~~REX~~Malstrom, ~~FRAZIER~~dated December 31, 1985. (Groundlease for Plaza 9400) (10(j)){(3)} 10.11 Lease Agreement between The Corporation of the President of the Church of Jesus Christ of Latter Day Saints and Price-James and Assumptions, ~~Chief~~dated ~~Operating~~September ~~Officer~~24, ~~February~~1979. 14(Groundlease for Anaheim Plaza) (10(k)){(3)} 10.12 Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, ~~2001~~dated ~~-------------------------------~~July 26, 1974, and ~~Director~~Amendments Gand Transfers thereto. ~~Rex~~(Groundlease ~~Frazier~~for ~~/s/~~Fort MUnion Plaza) (10(l)){(3)} 10.13 ~~SCOTT~~Lease ~~COLLINS~~Agreement ~~Vice~~between ~~President~~Advance Management Corporation and Price Rentals, ~~Chief~~Inc. ~~Financial~~and ~~Officer~~dated ~~February~~August 1, 1975 and Amendments thereto. (Groundlease for Price Fremont) (10(m)){(3)} 10.14 Groundlease between Aldo Rossi and Price Development Company, ~~2001~~dated ~~-------------------------------~~June 1, 1989, and ~~Treasurer~~related documents. (~~Principal~~Groundlease ~~Financial~~for ~~and~~Halsey MCrossing) (10(n)){(3)} 10.15 ~~Scott~~First ~~Collins~~Amendment ~~Accounting~~to ~~Officer~~Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited Partnership{(2)} ~~/s/~~10.16 ~~James~~Second AAmendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited Partnership{(2)} 10.17 ~~ANDERSON~~Third ~~Director~~Amendment ~~February~~to 14Second Amended and Restated Agreement of Limited Partnership of Price Development Company, ~~2001~~Limited ~~-------------------------------~~Partnership{(4)} ~~James~~10.18 AFourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited Partnership{(5)} 10.19 ~~Anderson~~Fifth ~~/s/~~Amendment Ato Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited Partnership{(6)} 10.20 ~~BLAINE~~Sixth ~~HUNTSMAN~~Amendment ~~Director~~to ~~February~~Second 14Amended and Restated Agreement of Limited Partnership of Price Development Company, ~~2001~~Limited ~~-------------------------------~~Partnership{(7)} A23. ~~Blaine~~Consent ~~Huntsman~~of Independent Accountants

~~EXHIBIT PAGE NUMBER DESCRIPTION NUMBER~~ ------ ----------- ------ ~~4.1 Form of Debt Security~~ (~~4.6~~1)* ~~4.2~~Documents ~~Indenture,~~were ~~dated~~previously ~~March~~filed ~~11,~~with ~~1998, by and between~~ the Operating Partnership's ~~and~~Current ~~The~~Report ~~Chase~~on ~~Manhattan~~Form ~~Bank as trustee (4.~~8)*-K ~~4.3 First Supplemental Indenture,~~ dated March 1112, 1998, byunder ~~and~~the ~~between~~exhibit ~~the~~numbered ~~Operating~~in ~~Partnership~~the parenthetical, and ~~The~~are ~~Chase~~incorporated ~~Manhattan~~herein ~~Bank~~by asreference. ~~Trustee~~ (~~4.9~~2)* ~~10.1~~Documents ~~Second~~were ~~Amended~~previously ~~and~~filed ~~Restated~~with ~~Agreement~~the ofOperating ~~Limited~~ Partnership's ofQuarterly ~~Price~~Report ~~Development~~on ~~Company,~~Form Limited Partnership** 10.2-Q ~~Agreement~~for ofthe ~~Limited~~quarter ~~Partnership~~ended ofJune ~~Price Financing Partnership~~30, ~~L.P.~~1999 ~~(10(b))*** 10.6 Registration Rights Agreement among the Company~~ and ~~the~~are ~~Limited~~incorporated ~~Partners~~herein ofby ~~Price~~reference. ~~Development Company, Limited Partnership~~ (~~10(g~~3))*** ~~10.7~~Documents ~~Amendment~~were ~~No.~~previously 1filed towith ~~Registration Rights Agreement, dated August 1, 1995, among~~ the Company's ~~and~~Registration ~~the~~Statement ~~Limited~~on ~~Partners~~Form ~~of Price Development Company~~S-11, ~~Limited~~File ~~Partnership*** 10~~No.8 ~~Exchange~~33-68844, ~~Agreement~~under ~~among~~ the ~~Company~~exhibit ~~and~~numbered in the ~~Limited Partners of Price Development Company~~parenthetical, ~~Limited Partnership (10(h))*** 10.10 Amendment to Groundlease between Price Development Company~~ and ~~Alvin~~are ~~Malstrom~~incorporated asherein ~~Trustee~~by ~~and C~~reference.F. ~~Malstrom, dated December 31, 1985.~~ (~~Groundlease for Plaza 9400~~4) (10(j))***Documents ~~10.11~~were ~~Lease~~previously ~~Agreement~~filed ~~between~~with ~~The Corporation of~~ the ~~President~~Operating ofPartnership's ~~the~~Quarterly ~~Church~~Report ofon ~~Jesus~~Form ~~Christ of Latter Day Saints and Price~~10-~~James~~Q ~~and Assumptions, dated September 24, 1979. (Groundlease~~ for ~~Anaheim~~the ~~Plaza)~~quarter (10(k))***ended ~~10.12~~September ~~Indenture of Lease between Ambrose and Zelda Motta and Cordova Village~~30, ~~dated~~1999 ~~July 26, 1974,~~ and ~~Amendments~~are ~~and~~incorporated ~~Transfers~~herein ~~thereto~~by reference. (~~Groundlease for Fort Union Plaza~~5) (10(l))***Document ~~10.13~~was ~~Lease~~previously ~~Agreement~~filed ~~between~~with ~~Advance~~the ~~Management~~Company's ~~Corporation~~Annual ~~and~~Report ~~Price~~on ~~Rentals,~~Form ~~Inc.~~10-K ~~and dated August 1, 1975 and Amendments thereto. (Groundlease~~ for ~~Price~~the ~~Fremont)~~year (10(m))***ended ~~10.14~~December ~~Groundlease~~31, ~~between~~1999 ~~Aldo Rossi~~ and ~~Price~~is ~~Development~~incorporated ~~Company,~~herein ~~dated~~by ~~June 1, 1989, and related documents~~reference. (~~Groundlease for Halsey Crossing~~6) (10(n))***Document ~~10.15~~was ~~First~~previously ~~Amendment~~filed towith ~~Second~~the ~~Amended~~Company's ~~and~~Quarterly ~~Restated~~Report ~~Agreement~~on ofForm Limited Partnership of Price Development Company, Limited Partnership** 10~~.16~~-Q ~~Second~~for ~~Amendment~~the toquarter ~~Second~~ended ~~Amended~~March ~~and Restated Agreement of Limited Partnership of Price Development Company~~31, ~~Limited~~2000 ~~Partnership** 10.17 Third Amendment to Second Amended~~ and ~~Restated~~is ~~Agreement~~incorporated ofherein ~~Limited~~by ~~Partnership of Price Development Company, Limited Partnership**** 10~~reference.18 ~~Fourth~~(7) ~~Amendment~~Document towas ~~Second~~previously ~~Amended~~filed ~~and~~with ~~Restated~~the ~~Agreement~~Operating ~~of Limited~~ Partnership's ofAnnual ~~Price~~Report ~~Development~~on ~~Company,~~Form Limited Partnership***** 10~~.19~~-K ~~Fifth~~for ~~Amendment~~the toyear ~~Second~~ended ~~Amended~~December ~~and Restated Agreement of Limited Partnership of Price Development Company~~31, ~~Limited~~2000 ~~Partnership****** 10.20 Sixth Amendment to Second Amended~~ and ~~Restated~~is ~~Agreement~~incorporated ofherein ~~Limited~~by ~~Partnership of Price Development Company, Limited Partnership 23~~reference. ~~Consent of Independent Accountants~~

34 ITEM 14A.SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE EXCHANGE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE EXCHANGE ACT No annual report to security holders or any proxy statement, form of proxy or other proxy soliciting material will be sent by the Registrant to security holders. 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

~~DECEMBER~~PRICE ~~31,~~DEVELOPMENT ~~DECEMBER 31~~COMPANY, ~~2000~~LIMITED ~~1999~~PARTNERSHIP ~~------------~~By: ~~------------~~JP ~~ASSETS Real Estate Assets Land $ 106~~Realty,~~561~~ $Inc. ~~105,959~~its ~~Buildings~~general ~~797,793~~partner ~~752,040 ------------ ------------ 904,354 857,999 Less~~By: ~~Accumulated~~/s/ ~~Depreciation~~JOHN ~~(154,574~~PRICE ~~(135,027)~~ ------------ ------------ ~~Operating~~John ~~Real~~Price ~~Estate~~Chairman ~~Assets~~of ~~749,780~~the ~~722,972~~Board ~~Real~~of ~~Estate~~Directors ~~Under~~Date: ~~Development~~February 114,~~927~~ ~~18,389~~2002 ------------ ------------ Net Real Estate Assets 751,707 741,361 Cash 2,636 7,767 Restricted Cash 3,820 3,149 Accounts Receivable, Net 12,299 10,368 Deferred Charges, Net 8,275 7,526 Other Assets 7,094 6,055 ------------ ------------ $ 785,831 $ 776,226 ============ ============ LIABILITIES AND PARTNERS' CAPITAL Borrowings $ 464,462 $ 438,241 Accounts Payable and ~~Accrued~~Chief ~~Expenses~~Executive 13,013 16,716 Other Liabilities 816 847 ------------ ------------ 478,291 455,804 ------------ ------------ Minority Interest 1,938 2,429 ------------ ------------ Commitments and Contingencies PARTNERS' CAPITAL General Partner 164,578 182,951 Preferred Limited Partners 112,327 104,571 Common Limited Partners 28,697 30,471 ------------ ------------ 305,602 317,993 ------------ ------------ $ 785,831 $ 776,226 ============ ============Officer

----------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

~~FOR~~NAME ~~THE~~TITLE ~~YEARS~~DATE ~~ENDED DECEMBER 31,~~ ---- ----- ----~~--------------------------~~ ~~2000~~/s/ ~~1999~~JOHN ~~1998~~PRICE ----------- ----------- --------~~---~~ ~~REVENUES~~Chairman ~~Minimum~~of ~~Rents~~the $Board ~~103,598~~of ~~$ 97~~Directors,~~829~~ $February 7914,~~448~~ ~~Percentage~~2002 ~~and~~John ~~Overage~~Price ~~Rents~~Chief ~~4,479~~Executive ~~4,906~~Officer ~~4,491~~and ~~Recoveries~~Director ~~from~~(Principal ~~Tenants~~Executive ~~31,084~~Officer) ~~29,471~~/s/ ~~23,778~~G. ~~Interest~~REX ~~732~~FRAZIER ~~637 404 Other 2,308 722 948~~ ----------- ----------- --------~~---~~ ~~142~~President,~~201~~ ~~133,565~~Chief ~~109,069 ----------- ----------- ----------- EXPENSES~~ Operating ~~and~~Officer ~~Maintenance~~February ~~23,699 22,142 17,366 Real Estate Taxes and Insurance~~ 14,~~672~~ ~~14,141~~2002 ~~11,640~~G. ~~Advertising~~Rex ~~and~~Frazier ~~Promotions 744 719 676 General~~ and ~~Administrative~~Director ~~6,201~~/s/ ~~6,618~~M. ~~6,406~~SCOTT ~~Depreciation~~COLLINS ~~26,492 23,514 17,306 Amortization of Deferred Financing Costs 1,695 1,652 1,572 Amortization of Deferred Leasing Costs 749 632 665 Interest 31,380 27,769 20,501~~ ----------- ----------- --------~~---~~ ~~105,632~~Vice 97President,~~187~~ ~~76,132~~Chief ~~-----------~~Financial ~~-----------~~Officer ~~-----------~~February 3614,~~569~~ ~~36,378~~2002 ~~32,937~~M. ~~Minority~~Scott ~~Interest~~Collins ~~Loss~~and ~~(Income)~~Treasurer ~~of Consolidated Partnerships 440~~ (~~482)~~Principal ~~(421)~~Financial ~~Gain~~and onAccounting ~~Sales of Real Estate 2,002 -- 1,096 ----------- ----------- ----------- Income Before Extraordinary Item 39,011 35,896 33,612 Extraordinary Item - Loss on Early Extinguishment of Debt (98~~Officer) ~~(985)~~/s/ --WARREN ~~-----------~~P. ~~-----------~~KING ----------- ~~Net Income 38,913 34,911 33,612 Preferred Unit Distribution (10,085) (4,429)~~ -- ----------- -------~~----~~ ~~-----------~~Director ~~Net~~February ~~Income Available to Common Unitholders $ 28~~14,~~828~~ $2002 ~~30,482~~Warren ~~$ 33,612 =========== =========== =========== Basic Earnings Per Partnership Common Unit: Income Before Extraordinary Item $ 1~~P.45 $King ~~1.48~~/s/ $SAM 1W.58 ~~Extraordinary~~SOUVALL ~~Item~~ -- ~~(0.04)~~ -- ----------- ----------- -----~~------~~ ~~Net~~Director ~~Income~~February $14, ~~1.45~~2002 $Sam 1W.44 $ 1.58 =========== =========== =========== Diluted Earnings Per Partnership Common Unit: Income Before Extraordinary Item $ 1.45 $ 1.48 $ 1.57 Extraordinary Item -- (0.05) -- ----------- ----------- ----------- Net Income $ 1.45 $ 1.43 $ 1.57 =========== =========== ===========Souvall

~~PREFERRED~~EXHIBIT ~~COMMON~~INDEX ~~GENERAL~~Exhibit ~~LIMITED~~Number ~~LIMITED~~Description ~~PARTNER PARTNERS PARTNERS TOTAL~~ ------~~-----~~ ---------- -~~----------~~ ~~-----------~~4.1 ~~Partners'~~Form ~~Capital~~of atDebt ~~December~~Security 31(4.6){(1)} 4.2 Indenture, ~~1997~~dated $March ~~207~~11,~~581~~ $1998, --by $and 33between the Operating Partnership and The Chase Manhattan Bank as trustee (4.8){(1)} 4.3 First Supplemental Indenture,~~426~~ $dated ~~241~~March 11,~~007~~ ~~Units~~1998, ~~Issued~~by ~~Upon~~and ~~Exercise~~between ofthe ~~Stock~~Operating ~~Options~~Partnership ~~911~~and --The --Chase ~~911~~Manhattan ~~Conversion~~Bank as Trustee (4.9){(1)} 10.1 Second Amended and Restated Agreement of Limited ~~Partners'~~Partnership ~~Interests~~of 3Price --Development Company, Limited Partnership{(32)} --10.2 ~~Common~~Agreement ~~Unit~~of ~~Distributions~~Limited ~~(31~~Partnership of Price Financing Partnership,~~916)~~ --L.P. (~~6,693~~10(b) ){(~~38,609~~3)} ~~Net~~10.6 ~~Income~~Registration ~~27,805~~Rights --Agreement ~~5,807~~among ~~33,612~~the ~~-----------~~Company ~~----------~~and ~~-----------~~the ~~-----------~~Limited Partners' ~~Capital~~of atPrice ~~December~~Development 31Company, ~~1998~~Limited ~~204~~Partnership (10(g)){(3)} 10.7 Amendment No. 1 to Registration Rights Agreement,~~384~~ --dated 32August 1,~~537~~ ~~236~~1995,~~921~~ ~~Conversion~~among ofthe Company and the Limited Partners' ~~Interest~~of ~~437~~Price --Development Company, Limited Partnership{(~~437~~3)} --10.8 ~~Preferred~~Exchange ~~Units~~Agreement ~~Issued~~among --the ~~104,571~~Company --and ~~104,571~~the ~~Common~~Limited ~~Unit~~Partners ~~Distributions~~of ~~(32~~Price Development Company,~~719)~~ --Limited Partnership (~~6,896~~10(h) ){(~~39,615~~3)} ~~Net~~10.10 ~~Income~~Amendment ~~25,215~~to ~~4,429~~Groundlease 5between Price Development Company and Alvin Malstrom as Trustee and C.F. Malstrom,~~267~~ 34dated December 31,~~911~~ ~~Preferred~~1985. ~~Unit~~(Groundlease ~~Distributions~~for --Plaza 9400) (~~4,429~~10(j)){(3)} 10.11 Lease Agreement between The Corporation of the President of the Church of Jesus Christ of Latter Day Saints and Price--James (4and Assumptions,~~429)~~ ~~Repurchase~~dated ofSeptember ~~Common~~24, ~~Units~~1979. (~~14,366)~~Groundlease --for --Anaheim Plaza) (~~14,366~~10(k)){(3)} ~~-----------~~10.12 ~~----------~~Indenture ~~-----------~~of ~~-----------~~Lease ~~Partners'~~between ~~Capital~~Ambrose atand ~~December~~Zelda ~~31,~~Motta ~~1999~~and ~~182,951~~Cordova ~~104~~Village,~~571~~ 30dated July 26,~~471~~ ~~317~~1974,~~993~~ ~~Conversion~~and ofAmendments ~~Limited~~and ~~Partners'~~Transfers ~~Interest~~thereto. 1(Groundlease --for Fort Union Plaza) (110(l)){(3)} --10.13 ~~Preferred~~Lease ~~Units~~Agreement ~~Issued~~between --Advance ~~7,756~~Management --Corporation 7and Price Rentals,~~756~~ ~~Common~~Inc. ~~Unit~~and ~~Distributions~~dated ~~(31~~August 1,~~307)~~ --1975 and Amendments thereto. (~~7,036~~Groundlease for Price Fremont) (~~38,343~~10(m)){(3)} ~~Net~~10.14 ~~Income~~Groundlease ~~23,565~~between 10Aldo Rossi and Price Development Company,~~085~~ 5dated June 1,~~263~~ 381989,~~913~~ ~~Preferred~~and ~~Unit~~related ~~Distributions~~documents. --(Groundlease for Halsey Crossing) (10~~,085~~(n) -- ){(3)} 10.15 First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company,~~085~~ Limited Partnership{(2)} ~~Repurchase~~10.16 Second Amendment to Second Amended and Restated Agreement of ~~Common~~Limited ~~Units~~Partnership of Price Development Company, Limited Partnership{(2)} 10.17 Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company,~~632~~ Limited Partnership{(4)} --10.18 --Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited Partnership{(5)} 10.19 Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company,~~632~~ Limited Partnership{(6)} ~~-----------~~10.20 ~~----------~~Sixth ~~-----------~~Amendment ~~-----------~~to ~~Partners~~Second ~~Capital~~Amended atand ~~December~~Restated ~~31,~~Agreement ~~2000~~of $Limited ~~164,578~~Partnership $of ~~112,327~~Price $Development 28Company,~~697~~ $Limited ~~305,602~~Partnership{(7)} ~~===========~~23. ~~==========~~Consent ~~===========~~of ~~===========~~Independent Accountants

~~FOR THE YEARS ENDED DECEMBER 31~~ -----------------------~~--------------~~ ~~2000~~(1) ~~1999~~Documents ~~1998~~were ~~-----------~~previously ~~-----------~~filed ~~-----------~~with ~~CASH~~the ~~FLOWS FROM OPERATING ACTIVITIES $ 38,913 $ 34,911 $ 33,612 Net Income Adjustments to Reconcile Net Income to Net Cash Provided by~~ Operating ~~Activities:~~Partnership's ~~Extraordinary~~Current ~~Item~~Report 98on ~~985~~Form 8--K ~~Depreciation~~dated ~~26,492~~March 2312,~~514~~ 171998,~~306~~ ~~Amortization~~under ~~2,444~~the ~~2,284~~exhibit ~~2,237~~numbered ~~Minority Interest~~ in ~~(Loss)~~the ~~Income~~parenthetical, ofand ~~Consolidated~~are ~~Partnerships~~incorporated ~~(440)~~herein ~~482~~by ~~421~~reference. ~~Gain on Sales of Real Estate~~ (2~~,002~~) --Documents ~~(1,096)~~were ~~Real~~previously ~~Estate~~filed ~~Received~~with ~~due~~the toOperating ~~Lease~~Partnership's ~~Termination~~Quarterly --Report ~~(1,957)~~on Form 10--Q ~~Increase~~for inthe ~~Accounts~~quarter ~~Receivable,~~ended ~~Net~~June (130,~~931)~~ ~~(698)~~1999 ~~(4,112) Increase in Deferred Charges (904) (926) (927) Increase (Decrease) in Accounts Payable~~ and ~~Accrued~~are ~~Expenses~~incorporated ~~911~~herein ~~(6,647)~~by ~~3,739~~reference. ~~Increase in Other Assets~~ (~~1,408~~3) ~~(1,793)~~Documents ~~(1,129)~~were ~~-----------~~previously ~~-----------~~filed ~~-----------~~with ~~Net~~the ~~Cash~~Company's ~~Provided~~Registration byStatement ~~Operating~~on ~~Activities~~Form 62S-11,~~173~~ ~~50,155~~File ~~50,051~~No. 33-~~---------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Real Estate Assets~~68844, ~~Developed~~under orthe ~~Acquired~~exhibit ~~(41,401)~~numbered ~~(57,993)~~in ~~(200,022)~~the ~~Proceeds from Sales of Real Estate 2~~parenthetical,~~289~~ --and ~~1,289~~are ~~(Increase)~~incorporated ~~Decrease~~herein inby ~~Restricted~~reference. ~~Cash~~ (~~671~~4) ~~456~~Documents ~~(1,140)~~were ~~-----------~~previously ~~-----------~~filed ~~-----------~~with ~~Net~~the ~~Cash~~Operating ~~Used~~Partnership's inQuarterly ~~Investing~~Report ~~Activities~~on ~~(39,783)~~Form ~~(57,537) (199,873)~~ 10-~~----------~~Q ~~-----------~~for ~~-----------~~the ~~CASH~~quarter ~~FLOWS~~ended ~~FROM~~September ~~FINANCING ACTIVITIES Proceeds from Borrowings 161~~30,~~000~~ ~~125,842~~1999 ~~289,384~~and ~~Repayment~~are ofincorporated ~~Borrowings~~herein ~~(134,779)~~by ~~(160,591)~~reference. (~~99,784~~5) ~~Penalty~~Document ~~Paid~~was onpreviously ~~Early~~filed ~~Retirement~~with ofthe ~~Debt~~Company's --Annual ~~(527)~~Report --on ~~Deferred~~Form ~~Financing Costs (2,387) (771) (2,344) Net Proceeds from Sale of Partnership Common Units~~ 10--K --for ~~923~~the ~~Net~~year ~~Proceeds~~ended ~~from~~December ~~Issuance of Preferred Units 7~~31,~~756~~ ~~104,571~~1999 --and ~~Distributions~~is toincorporated ~~Preferred~~herein ~~Unitholders (10,085) (4,429) -- Capital Contribution~~ by ~~Minority~~reference. ~~Partner 48 -- -- Distributions Paid to Partners~~ (~~38,343~~6) ~~(39,615)~~Document ~~(38,609)~~was ~~Distributions~~previously ~~Paid~~filed towith ~~Minority~~the ~~Interest~~Company's ~~(99)~~Quarterly ~~(88)~~Report ~~(228)~~on ~~Repurchase~~Form ~~of Common Units (~~10~~,632)~~-Q ~~(14,366)~~for --the ~~-----------~~quarter ~~-----------~~ended ~~-----------~~March ~~Net~~31, ~~Cash~~2000 ~~(Used~~and Inis )incorporated ~~Provided~~herein by ~~Financing~~reference. ~~Activities~~ (~~27,521~~7) ~~10,026~~Document ~~149,342~~was ~~-----------~~previously ~~-----------~~filed ~~-----------~~with ~~Net~~the ~~(Decrease)~~Operating ~~Increase~~Partnership's inAnnual ~~Cash~~Report ~~(5,131)~~on ~~2,644~~Form ~~(480) Cash, Beginning of Period 7,767 5,123 5,603~~ 10-~~----------~~K ~~-----------~~for ~~-----------~~the ~~Cash,~~year ~~End~~ended ofDecember ~~Period $ 2~~31,~~636~~ $2000 ~~7,767~~and $is ~~5,123~~incorporated ~~===========~~herein ~~===========~~by ~~===========~~reference.

EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statements on Form S-3 (No. 333-34835 and No. 333-34835-01) of Price Development Company, Limited Partnership of our report dated January 30, 2002, relating to the consolidated financial statements and financial statements schedules, which appears in Price Development Company, Limited Partnership's Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PRICEWATERHOUSECOOPERS LLP ---------------------------------- PricewaterhouseCoopers LLP Salt Lake City, Utah February 14, 2002 INDEX TO FINANCIAL STATEMENTS

~~DECEMBER~~PRICE 31DEVELOPMENT COMPANY, ~~--------------------------~~LIMITED ~~2000~~PARTNERSHIP ~~1999~~Page ----~~-------~~ ~~------------~~Report ~~Credit~~of ~~facility,~~Independent ~~unsecured;~~Accountants ~~weighted~~F-2 ~~average~~Consolidated ~~interest~~Balance atSheet ~~7.67%~~as ~~during~~of ~~2000~~December ~~and 6.10% during 1999~~31, ~~due~~2001 inand ~~2003~~2000 $F-3 ~~130,500~~Consolidated $Statement ~~91,000~~of ~~Notes,~~Operations ~~unsecured;~~for ~~interest~~the atyears ~~7.29%,~~ended ~~maturing~~December ~~2005 to 2008 100~~31,~~000~~ ~~100,000 Mortgage payable, secured by real estate; interest at 6.68%, due in 2008 82,540 83,382 Notes, secured by real estate; interest at 6.37%, due in~~ 2001 61,~~223~~ ~~61,223~~2000 ~~Construction~~and ~~loan,~~1999 ~~secured~~F-4 byConsolidated ~~real~~Statement ~~estate;~~of ~~interest~~Partners' atCapital ~~8.19%~~for ~~and~~the ~~7.63%~~years asended of December 31, 2001, 2000 and 1999, ~~respectively,~~F-5 ~~due~~Consolidated inStatement ~~2001~~of ~~43,792~~Cash ~~43,792~~Flows ~~Construction~~for ~~loan,~~the ~~secured~~years byended ~~real estate; interest at 8.25% and 7.69% as of~~ December 31, 2001, 2000 and 1999, ~~respectively,~~F-6 ~~due~~Notes into ~~2001~~Consolidated ~~41,600~~Financial ~~41,600~~Statements ~~Mortgage~~F-7 ~~payable,~~Schedule ~~secured~~II by- ~~real~~Valuation ~~estate;~~and ~~interest~~Qualifying atAccounts ~~8.5%, due in 2000~~ F--20 ~~12,165~~Schedule ~~Other~~III ~~notes payable, secured by real estate; interest ranging from 7.0% to 9.99%, maturing 2001 to 2095 4,807 5,079~~ -~~-----------~~ ~~------------~~Real $Estate ~~464,462~~and $Accumulated ~~438,241~~Depreciation ~~============ ============~~F-21

F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners of Price Development Company, Limited Partnership In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Price Development Company, Limited Partnership and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PRICEWATERHOUSECOOPERS LLP ------------------------------- PricewaterhouseCoopers LLP Salt Lake City, Utah January 30, 2002 F-2 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS)

~~Year~~DECEMBER ~~Total~~31, DECEMBER 31, 2001 2000 -------------- -------------- ~~2001~~ASSETS Real Estate Assets Land $ ~~149~~106,~~036~~602 ~~2002~~$ 1106,~~078~~561 ~~2003~~Buildings ~~131~~814,~~926~~307 ~~2004 1~~797,~~188~~793 ~~2005~~-------------- 26-------------- 920,~~271~~909 ~~Thereafter~~904,354 Less: Accumulated Depreciation (175,946) (154,574) -------------- -------------- Operating Real Estate Assets 744,963 749,780 Real Estate Under Development 3,151 1,927 -------------- -------------- Net Real Estate Assets 748,114 751,707 Cash 11,493 2,636 Restricted Cash 5,634 3,820 Accounts Receivable, Net 14,542 12,299 Deferred Charges, Net 8,418 8,275 Other Assets 7,571 7,094 -------------- -------------- $ 795,772 $ 785,831 LIABILITIES AND PARTNERS' CAPITAL Borrowings $ 478,682 $ 464,462 Accounts Payable and Accrued Expenses 12,976 13,013 Other Liabilities 841 816 -------------- -------------- 492,499 478,291 -------------- -------------- Minority Interest 1,618 1,938 -------------- -------------- Commitments and Contingencies PARTNERS' CAPITAL General Partner 161,750 164,578 Preferred Limited Partners 112,327 112,327 Common Limited Partners 27,578 28,697 -------------- -------------- 301,655 305,602 -------------- -------------- $ 795,772 $ 785,831 ============== ==============

See accompanying notes to consolidated financial statements. F-3 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS - EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

~~Year~~FOR ~~Total~~THE YEARS ENDED DECEMBER 31, ---- -------------------------------- 2001 2000 1999 ---------- ---------- ---------- REVENUES Minimum Rents $ 88106,~~682~~395 ~~2002~~$ 81103,~~506~~598 ~~2003~~$ 7497,~~173~~829 ~~2004~~Percentage 66and Overage Rents 4,~~070~~222 ~~2005~~4,479 584,~~278~~906 ~~Thereafter~~Recoveries ~~299~~from Tenants 32,~~403~~164 31,084 29,471 Interest 492 732 637 Other 1,083 2,308 722 ---------- ---------- ---------- 144,356 142,201 133,565 ---------- ---------- ---------- EXPENSES Operating and Maintenance 23,383 23,699 22,142 Real Estate Taxes and Insurance 15,589 14,672 14,141 Advertising and Promotions 689 744 719 General and Administrative 6,596 6,201 6,618 Depreciation 28,330 26,492 23,514 Amortization of Deferred Financing Costs 1,515 1,695 1,652 Amortization of Deferred Leasing Costs 706 749 632 Interest 28,786 31,380 27,769 ---------- ---------- ---------- 105,594 105,632 97,187 ---------- ---------- ---------- 38,762 36,569 36,378 Minority Interest (Income) Loss of Consolidated Partnerships (120) 440 (482) Gain on Sales of Real Estate 5,083 2,002 -- ---------- ---------- ---------- Income Before Extraordinary Item 43,725 39,011 35,896 Extraordinary Item - Loss on Early Extinguishment of Debt -- (98) (985) ---------- ---------- ---------- Net Income 43,725 38,913 34,911 Preferred Unit Distribution (10,318) (10,085) (4,429) ---------- ---------- ---------- Net Income Available to Common Unitholders $ ~~668~~33,~~112~~407 $ 28,828 $ 30,482 ========== ========== ========== Basic Earnings Per Partnership Common Unit: Income Before Extraordinary Item $ 1.68 $ 1.45 $ 1.48 Extraordinary Item -- -- (0.04) ---------- ---------- ---------- Net Income $ 1.68 $ 1.45 $ 1.44 ========== ========== ========== Diluted Earnings Per Partnership Common Unit: Income Before Extraordinary Item $ 1.67 $ 1.45 $ 1.48 Extraordinary Item -- -- (0.05) ---------- ---------- ---------- Net Income $ 1.67 $ 1.45 $ 1.43 ========== ========== ==========

See accompanying notes to consolidated financial statements. F-4 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DOLLARS IN THOUSANDS)

~~Year~~PREFERRED ~~Total~~COMMON GENERAL LIMITED LIMITED PARTNER PARTNERS PARTNERS TOTAL ---------- ----------- ---------- ~~2001~~------------ Partners' Capital at December 31, 1998 $ ~~998~~204,384 ~~2002~~$ -- $ 32,537 $ 236,921 Conversion of Limited Partners' Interest 437 -- (437) -- Preferred Units Issued -- 104,571 -- 104,571 Common Unit Distributions (32,719) -- (6,896) (39,615) Net Income 25,215 4,429 5,267 34,911 Preferred Unit Distributions -- (4,429) -- (4,429) Repurchase of Common Units (14,366) -- -- (14,366) ---------- ----------- ---------- ------------ Partners' Capital at December 31, 1999 182,951 104,571 30,471 317,993 Conversion of Limited Partners' Interest 1 -- (1) -- Preferred Units Issued -- 7,~~012~~756 ~~2003~~-- ~~968~~7,756 ~~2004~~Common ~~938~~Unit ~~2005~~Distributions ~~914~~(31,307) ~~Thereafter~~-- 24(7,~~538~~036) (38,343) Net Income 23,565 10,085 5,263 38,913 Preferred Unit Distributions -- (10,085) -- (10,085) Repurchase of Common Units (10,632) -- -- (10,632) ---------- ----------- ---------- ------------ Partners Capital at December 31, 2000 164,578 112,327 28,697 305,602 Common Unit Distributions (32,461) -- (7,259) (39,720) Net Income 27,314 10,318 6,093 43,725 Preferred Unit Distributions -- (10,318) -- (10,318) Issuance of Common Units 2,319 -- 47 2,366 ---------- ----------- ---------- ------------ Partners Capital at December 31, 2001 $ 29161,~~368~~750 $ 112,327 $ 27,578 $ 301,655 ========== =========== ========== ============

See accompanying notes to consolidated financial statements. F-5 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS)

~~2000~~FOR ~~1999~~THE ~~1998~~YEARS ENDED DECEMBER 31, -------------------------- ---------- 2001 2000 1999 ---------- ----- ----- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 43,725 $ 38,913 $ 34,911 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Extraordinary Item -- 98 985 Depreciation 28,330 26,492 23,514 Amortization 2,221 2,444 2,284 Minority Interest in Income (Loss) of Consolidated Partnerships 120 (440) 482 Gain on Sales of Real Estate (5,083) (2,002) -- Real Estate Received due to Lease Termination -- --~~---~~ ~~WEIGHTED~~(1,957) ~~WEIGHTED~~Increase ~~WEIGHTED~~in ~~AVERAGE~~Accounts ~~AVERAGE~~Receivable, ~~AVERAGE~~Net ~~SHARES~~(2,243) OF(1,931) ~~EXERCISE~~(698) ~~SHARES~~Increase OFin ~~EXERCISE~~Deferred ~~SHARES~~Charges OF(845) ~~EXERCISE~~(904) ~~STOCK~~(926) ~~PRICE~~(Decrease) ~~STOCK~~Increase ~~PRICE~~in ~~STOCK~~Accounts ~~PRICE~~Payable and Accrued Expenses (12) 911 (6,647) Increase in Other Assets (1,044) (1,408) (1,793) ---------- ----------- ---------- Net Cash Provided by Operating Activities 65,169 62,173 50,155 ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Real Estate Assets, Developed or Acquired (28,359) (41,401) (57,993) Proceeds from Sales of Real Estate 9,319 2,289 -- (Increase) Decrease in Restricted Cash (1,814) (671) 456 ---------- ---------- ---------- ~~Outstanding~~Net atCash ~~beginning~~Used ofin ~~year~~Investing ~~687~~Activities (20,~~000~~854) $(39,783) ~~19.55 631~~(57,~~000~~537) $---------- ~~21.37~~---------- ~~553,000~~---------- $CASH ~~18.07~~FLOWS ~~Granted~~FROM 7FINANCING ACTIVITIES Proceeds from Borrowings 160,713 161,000 ~~18.50~~125,842 60Repayment of Borrowings (146,~~000~~493) ~~18.31~~(134,779) ~~165~~(160,~~000~~591) ~~25.21~~Penalty ~~Exercised~~Paid on Early Retirement of Debt -- -- (527) Deferred Financing Costs (1,519) (2,387) (771) Net Proceeds from Sale of Partnership Common Units 2,319 -- -- Net Proceeds from Issuance of Preferred Units -- 7,756 104,571 Distributions to Preferred Unitholders (5110,~~000~~318) ~~17.92~~(10,085) ~~Forfeited~~(4,429) Capital Contribution by Minority Partner -- 48 -- Distributions Paid to Partners (439,~~000~~720) ~~22.43~~(38,343) (3639,~~000~~615) ~~22.49~~Distributions Paid to Minority Interest (440) (99) (88) Repurchase of Common Units -- (10,632) (14,366) -------- -- ---------- ----------- Net Cash (Used In ) Provided by Financing Activities (35,458) (27,521) 10,026 ----------- ----------- ------------ ~~Outstanding~~Net atIncrease ~~end~~(Decrease) ofin ~~year~~Cash ~~694~~8,000*857 $(5,131) ~~19.53 687~~2,~~000~~644 ~~$ 19.55 631~~Cash,~~000~~ $Beginning ~~21.37~~of ~~==========~~Period ~~===========~~2,636 ~~===========~~7,767 ~~===========~~5,123 ~~===========~~---------- ~~============~~---------- ~~Exercisable~~---------- atCash, ~~end~~End of ~~year~~Period ~~561,000~~ $ ~~18.77 494~~11,~~000~~493 $ ~~18.41 360~~2,~~000~~636 $ ~~18.06~~7,767 ========== =========== =========== ~~=========== =========== ============~~

See accompanying notes to consolidated financial statements. F-6 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 1. BUSINESS AND BASIS OF PRESENTATION BUSINESS Price Development Company, Limited Partnership (the "Operating Partnership") is primarily engaged in the business of owning, leasing, managing, operating, developing and redeveloping regional malls, community centers and other commercial properties in Utah, Idaho, Colorado, Arizona, Nevada, New Mexico and Wyoming, as well as in Oregon, Washington and California. The tenant base includes primarily national, regional and retail chains and local retail companies. Consequently, the credit risk is concentrated in the retail industry. JP Realty, Inc., a Maryland corporation (the "Company"), is the sole general partner of the Operating Partnership. The Company conducts all of its business operations through, and holds a controlling interest in, the Operating Partnership. Since there are no material differences between the Company and the Operating Partnership they will be collectively referred to as the "Company" unless the context requires otherwise. BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of the Company, the Operating Partnership and all affiliates. All significant intercompany balances and transactions have been eliminated in the consolidated presentation. Certain amounts in the 2000 and 1999 financial statements have been reclassified to conform to the 2001 presentation. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES REAL ESTATE ASSETS Real estate assets are stated at cost less accumulated depreciation. At each balance sheet date, the Company reviews recorded book values of real estate assets for possible impairment based upon expectations of future nondiscounted cash flows (excluding interest) from each property. There have been no impairments as of December 31, 2001. Costs directly related to the acquisition and development of real estate assets, including overhead costs directly attributable to property development, are capitalized. Interest and real estate taxes incurred during the development and construction periods are also capitalized. Depreciation is computed on a straight-line basis generally over 40 years for buildings and four to ten years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the shorter of the assets' estimated useful life or the life of the related lease. Expenditures for maintenance and repairs are charged to operations as incurred. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives. REVENUE RECOGNITION Certain minimum rents are recognized monthly based upon amounts which are currently due from tenants, when such amounts are not materially different than recognizing the fixed cash flow over the initial term of the lease using the straight-line method. Certain leases have in-lieu rents which cover all rent charges and recoveries and are recorded in minimum rents. All other minimum rents are recognized using the straight-line method. The Company recognizes revenues for Percentage and Overage Rents in the period earned, based upon the accounting guidance issued by Staff Accounting Bulletin No. 101 "Revenue Recognition". F-7 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) An allowance for doubtful accounts has been provided against the portion of tenant accounts receivable which is estimated to be uncollectible. Tenant accounts receivable in the accompanying consolidated balance sheet are shown net of allowance for doubtful accounts of $1,420, and $1,368 as of December 31, 2001 and 2000, respectively. RESTRICTED CASH Restricted cash is held under terms of loan agreements to be used for certain capital expenditures, certain reserves for space lease up, property tax payments and funds held in reserve by a trustee for principal and interest. DEFERRED CHARGES Deferred charges consist principally of financing fees and leasing commissions paid to third parties. These costs are amortized on a straight- line basis and are recorded in the consolidated statement of operations in amortization of deferred financing costs and amortization of deferred leasing costs which amounts, for deferred financing fees, approximate those amortized using the effective interest method, over the terms of the respective agreements. Deferred charges in the accompanying consolidated balance sheet are shown net of accumulated amortization of $6,224 and $7,325 as of December 31, 2001 and 2000, respectively. INCOME TAXES Income taxes have not been provided in the accompanying financial statements as the tax effects of the Operating Partnership's operations accrue directly to the partners. RECENT ACCOUNTING PRONOUNCEMENTS On January 1, 2001 the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" as amended by SFAS No. 138. 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 that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Company did not hold any derivative instruments at December 31, 2001 or 2000 and, as such, the Company does not expect this pronouncement to have a significant impact on the Company's financial statements. On July 1, 2001 the Company adopted SFAS No. 141, "Business Combinations". SFAS No. 141 requires that the purchase method of accounting be used for all business combinations for which the date of acquisition is after June 30, 2001. SFAS No.141 also establishes specific criteria for the recognition of intangible assets. This pronouncement did not have an impact on its financial statements. The Financial Accounting Standards Board issued SFAS No. 142, "Goodwill And Other Intangible Assets". SFAS No. 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their acquisition. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. The Company does not expect the adoption of this standard to have a significant impact on its financial statements. The Financial Accounting Standards Board issued SFAS No. 143, "Accounting For Asset Retirement Obligations". SFAS No. 143 requires that an entity shall recognize the fair value of a liability for an asset retirement obligation in the period in which a reasonable estimate of fair value can be made. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002, with early adoption permitted. The Company does not expect the adoption of this standard to have a significant impact on its financial statements. F-8 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The Financial Accounting Standards Board issued SFAS No.144, "Accounting For Impairment or Disposal of Long-lived Assets". SFAS No. 144 supersedes SFAS No. 121 and requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and broadens the presentation of discontinued operations to include more disposal transactions. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, with early adoption permitted. The Company expects the adoption of this standard to impact the presentation of its financial statements by requiring the Company to classify the disposals of properties with operations that can be distinguished from the rest of the entity as discontinued operations. 3. DEVELOPMENTS (GLA AMOUNTS UNAUDITED) In October 2001, Spokane Mall Development Company, Ltd. Partnership, a consolidated partnership of which the Operating Partnership is the general partner, opened Spokane Valley Mall Plaza, a new community center development in Spokane, Washington. This property is adjacent to the Spokane Valley Mall and it contains approximately 132,000 square feet of GLA ((Company-owned leasable area within the Company Properties ("GLA")). is 100% occupied, and had development expenses of approximately $9,907 and a transfer of land from the Spokane Valley Mall with a book value of $1,259. In September 2000, the Company completed an addition to NorthTown Mall, in Spokane, Washington, adding approximately 103,000 square feet of GLA. The addition included a 12- screen Regal Cinemas occupying approximately 50,000 square feet of GLA, a Barnes & Noble occupying approximately 27,000 square feet of GLA and a Nordstrom Rack occupying approximately 26,000 square feet of GLA. An additional 912-stall parking garage was also completed. In 1998, the Operating Partnership issued a letter of credit to the first mortgage holder in the amount of $9,500 to guarantee the completion of additional property development work. The issued letter of credit was allowed to expire on October 16, 2000. During 2000, the Operating Partnership developed an addition to Grand Teton Mall, in Idaho Falls, Idaho, adding approximately 12,900 square feet of GLA for an Old Navy Store and expended approximately $781 for development costs. 4. BORROWINGS

~~FOR THE YEAR ENDED~~ DECEMBER 31, --------------------------~~--------------~~ 2001 2000 ~~1999 1998~~ ------------ ------------ ~~------------~~Credit ~~Net~~facility, ~~income~~unsecured; Asvariable ~~reported~~rate; $weighted 23average interest at 5.16% during 2001 and 7.67% during 2000,~~697~~ due in 2003 $ 25124,~~347~~000 $ 27130,~~950~~500 ~~Proforma~~Notes, $unsecured; ~~23,609~~interest $at 257.29%,~~276~~ $maturing 272005 to 2008 100,~~838~~000 ~~Basic~~100,000 ~~net~~Mortgage ~~income~~payable, ~~per~~secured ~~share~~by Asreal ~~reported~~estate; $interest 1at 6.4568%, $due 1in 2008 81,571 82,540 Mortgage payable, secured by real estate; interest at 6.4464%, $due 1in 2011 78,331 -- Notes, secured by real estate; interest at 6.5937%, ~~Proforma~~due $in 12001 -- 61,223 Construction loan, secured by real estate; variable rate; weighted average interest at 5.4563% $during 12001, and 7.96% during 2000, due in 2003 44,085 $43,792 ~~1.58~~Construction ~~Diluted~~loan, ~~net~~secured ~~income~~by ~~per~~real ~~share~~estate; Asvariable ~~reported~~rate; $weighted 1average interest at 6.4472% $during 12001, and 7.4495% $during 12000 -- 41,600 Loan facility, secured by real estate; variable rate; weighted average interest at 5.5861% ~~Proforma~~during $2001, 1due in 2003 47,340 -- Other notes payable, secured by real estate; interest ranging from 7.450% $to 19.4499%, maturing 2003 to 2095 3,355 4,807 ----------- ------------ $ ~~1.57~~478,682 $ 464,462 =========== ============

F-9 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 4. BORROWINGS (CONTINUED) CREDIT FACILITY On October 16, 1997, the Operating Partnership obtained a $150,000 three- year unsecured credit facility (the "Prior Credit Facility") from a syndicate of banks. On December 18, 1997, the amount of the Prior Credit Facility was increased to $200,000. On July 28, 2000, the Operating Partnership replaced the Prior Credit Facility with a new $200,000 unsecured credit facility (the "2000 Credit Facility") from a syndicate of banks lead by Bank One, NA. The 2000 Credit Facility has a three-year term and bears interest, at the option of the Operating Partnership, at one or a combination of (i) the higher of the federal funds rate plus 50 basis points or the prime rate or (ii) LIBOR plus a spread of 85 to 145 basis points. The LIBOR spread is determined by the Operating Partnership's credit rating and/or leverage ratio. The 2000 Credit Facility also includes a competitive bid option in the amount of $100,000 which will allow the Operating Partnership to solicit bids for borrowings from the bank syndicate. The 2000 Credit Facility will be used for general corporate purposes including development, working capital, repayment of indebtedness and/or amortization payments. The 2000 Credit Facility contains restrictive covenants, including limitations on the amount of outstanding secured and unsecured debt of the Operating Partnership and requires the Operating Partnership to maintain certain financial ratios. The 2000 Credit Facility was used to payoff and replace the Prior Credit Facility. The write-off of deferred financing cost related to the early extinguishment of the Prior Credit Facility makes up the extraordinary loss of $80, net of minority interest of $18 in 2000. The Operating Partnership paid commitment fees on the Prior Credit Facility and the 2000 Credit Facility totaling $464, $2,001 and $506, in 2001, 2000 and 1999, respectively. At December 31, 2001 and 2000, the 2000 Credit Facility had a balance of $124,000 and $130,000, respectively. NOTES On March 11, 1998, the Operating Partnership, under its shelf registration, issued $100,000 of ten-year senior unsecured notes bearing interest at a fixed 7.29% per annum. The Operating Partnership had entered into an interest rate protection agreement in anticipation of issuing these notes and received $270 as a result of terminating this agreement, making the effective fixed rate of interest on these notes 7.26% per annum. Interest payments are due semi-annually on March 11 and September 11, of each year. Principal payments of $25,000 are due annually beginning March 2005. The proceeds were used to partially repay outstanding borrowings under the Prior Credit Facility. On January 21, 1994, a subsidiary of the Operating Partnership issued $95,000 in secured notes bearing interest at a fixed 6.37% per annum. On July 21, 1999, the Operating Partnership borrowed $33,777 from the Prior Credit Facility to reduce the notes to $61,223. The transaction unencumbered four regional mall Properties. The write-off of deferred financing costs related to the reduction of the notes plus direct expenses, including a prepayment penalty, make up the extraordinary loss of $801, net of minority interest of $184, in 1999. The notes required quarterly interest payments and were due on January 22, 2001. The notes were paid off and canceled January 22, 2001. On July 31, 2001, Spokane Mall Development Company, Ltd. Partnership, a consolidated partnership of which the Operating Partnership is the general partner, obtained a new loan facility from a group of banks led by Bank One, Arizona, NA. The new loan facility totaled $47,340, of which $41,600 was drawn at closing and used to pay-off and terminate the maturing $50,000 Spokane Valley Mall construction loan, which had a balance of $41,600. The new loan facility is for two years, maturing on July 31, 2003, with an interest rate of LIBOR plus 150 basis points. The LIBOR rate used is at the Company's option and is based upon the 30, 60 or 90 day LIBOR rate. An additional $5,740 was drawn on the loan facility in December 2001 to fund the construction of Spokane Valley Mall Plaza. The balance outstanding under this loan facility, as of December 31, 2001, was $47,340. Commitment fees paid were $503 on this new loan facility. CONSTRUCTION LOANS On September 4, 1998, Provo Mall Development Company, LTD., a consolidated partnership of which the Operating Partnership is the general partner, entered into a $50,000 construction loan facility. The proceeds from the construction loan facility have been used to fund the development and construction of Provo Towne Centre in Provo, Utah. On June 28, 2001, the right to extend the construction loan facility for an additional two years was exercised changing the maturity date to July 1, 2003. The construction facility is collateralized by Provo Towne Centre and guaranteed by the Operating Partnership. The loan F-10 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 4. BORROWINGS (CONTINUED) bears interest at a variable rate indexed to the LIBOR rate plus 150 basis points. The LIBOR rate used is at the Company's option and is based upon the 30, 60 or 90 day LIBOR rate. Commitment fees paid were $75, $100 and $84, in 2001, 2000 and 1999, respectively. At December 31, 2001 and 2000, the loan had a balance of $44,085 and $43,792, respectively. On July 30, 1996, Spokane Mall Development Company Limited Partnership, a consolidated partnership of which the Operating Partnership is the general partner, entered into a $50,000 construction loan facility. The proceeds from this construction loan facility have been used to fund the development and construction of the Spokane Valley Mall, in Spokane, Washington. The construction loan facility was collateralized by the Spokane Valley Mall and was guaranteed by the Operating Partnership. This construction loan facility was paid-off and terminated on July 31, 2001. The loan bore interest at a variable interest rate indexed to the LIBOR rate plus 150 basis points. At December 31, 2000, the loan had a balance of $41,600. Commitment fees paid in 2001, 2000 and 1999 were $0, $50 and $154, respectively. MORTGAGES PAYABLE On January 22, 2001, the Operating Partnership through Boise Mall, LLC, a wholly-owned subsidiary, obtained a first mortgage on Boise Towne Square, in Boise, Idaho, in the amount of $79,000 with a ten-year term. The payment is based on a thirty-year amortization schedule with a balloon payment of $68,315 on February 10, 2011, bearing interest at a fixed 6.64% per annum. The Operating Partnership used the proceeds to pay off $61,223 of notes, secured by real estate, with an interest rate of 6.37% and reduced amounts outstanding under the Operating Partnership's 2000 Credit Facility. The properties unencumbered by this transaction include Cottonwood Mall, in Holladay, Utah; North Plains Mall, in Clovis, New Mexico; and Three Rivers Mall, in Kelso, Washington. At December 31, 2001 the loan had a balance of $78,331. On August 6, 1998, the Company, through a consolidated partnership, acquired NorthTown Mall, in Spokane, Washington. The partnership obtained a new first mortgage in the amount of $84,500. The loan has a ten year term, 6.68% fixed rate, and a thirty-year amortization payoff schedule with a balloon payment of approximately $73,000. At December 31, 2001 and 2000, the loan had a balance of $81,571 and $82,540, respectively. In June 1997, the Operating Partnership assumed a mortgage note of $24,755 as part of the acquisition of Silver Lake Mall, in Coeur d'Alene, Idaho, and retired portions of the debt principally using borrowings under a credit facility. The assumed debt bore interest at a fixed 8.5% per annum. On August 1, 2000, the Operating Partnership paid-off the principal balance of $11,950 with borrowings from the 2000 Credit Facility. On October 12, 2001, the Operating Partnership used operating cash to pay off a loan on the Company's Sears-East Bay property in Provo, Utah, which was scheduled to mature on November 30, 2001 for $1,243,000. The loan had a stated interest rate of 9.38% per annum. SCHEDULE OF MATURITIES OF BORROWINGS The following summarizes the scheduled maturities of borrowings at December 31, 2001:

~~FOR~~Year ~~THE~~Total ~~YEAR ENDED DECEMBER 31,~~ ---- -----------~~-------------------------~~ ~~2000~~2002 ~~1999~~$ ~~1998~~1,910 ~~------------~~2003 ~~------------~~217,741 2004 2,124 2005 27,287 2006 27,446 Thereafter 202,174 ------------ Risk free interest rate 6.71% 4.79% 5.51% Dividend yield 12.29% 11.09% 7.14% Expected life 3 years 4 years 5 years Expected volatility 16.28% 16.40% 17.00% Weighted average per share fair value of options granted during the year $ ~~0.67~~478,682 ~~$ 0.55 $ 2.08~~===========

F-11 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 5. CAPITAL TRANSACTIONS The limited partners of the Operating Partnership have the right to exchange their common units of limited partner interests ("OP Units") into shares of the Company's Common Stock on a one-for-one basis (subject to adjustment in certain events); provided, however, that the Company may, at its option, elect to deliver to limited partners, instead of shares of Common Stock, cash in an amount equal to the market value of such shares. In the event that shares of Common Stock are issued in exchange for OP Units, the Operating Partnership will issue an equivalent number of units to the Company as general partner interests in the Operating Partnership. In 2001 and 2000, respectively, zero and 125 OP Units were converted into shares. In October 1999, the Board of Directors authorized the Company to repurchase up to $25,000 of the Company's Common Stock through open market purchases and private transactions. The Company repurchased a total of 1,463,100 shares from October 25, 1999 to March 20, 2000. During 2000 and 1999, the Company repurchased 606,500 and 856,600 shares at a cost of $10,632 and $14,366, respectively. The Operating Partnership purchased an equivalent number of units of general partner interest from the Company. In April 1999, the Operating Partnership issued 510,000 Series A 8.75% cumulative redeemable preferred units of limited partner interests (the "Series A Preferred Units") in exchange for a gross contribution of $12,750. Each Series A Preferred Unit represents a limited partner interest in the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Operating Partnership used the proceeds, less applicable transaction costs of $405, for the repayment of borrowings outstanding under the Prior Credit Facility. The Series A Preferred Units, which may be redeemed for cash at the option of the Operating Partnership on or after April 23, 2004, have no stated maturity or mandatory redemption and are not convertible into any other securities of the Operating Partnership. The Series A Preferred Units are exchangeable at the option of the preferred unitholder at a rate of one Series A Preferred Unit for one share of the Company's Series A 8.75% cumulative redeemable preferred stock beginning April 23, 2009, or earlier under certain circumstances. In the event that shares of Series A preferred stock are issued in exchange for Series A Preferred Units, the Operating Partnership will issue an equivalent number of Series A Preferred Units to the Company. Any shares of Series A preferred stock issued in exchange for Series A Preferred Units will have the same rights, terms and conditions with respect to redemption as the Series A Preferred Units and will not be convertible into any other securities of the Company. The income allocated and distributions paid to the holder of the Series A Preferred Units are based upon the rate of 8.75% on $12,750 or $1,116 for the years ended December 31, 2001 and 2000 and $768 in 1999. On July 28, 1999, the Operating Partnership issued 3,800,000 Series B 8.95% cumulative redeemable preferred units of limited partner interest (the "Series B Preferred Units") in exchange for a gross contribution of $95,000. Each Series B Preferred Unit represents a limited partner interest in the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Operating Partnership used the proceeds, less applicable transaction costs of $2,774, to repay $90,000 in borrowings under the Prior Credit Facility and increase operating cash. The Series B Preferred Units, which may be redeemed for cash at the option of the Operating Partnership on or after July 28, 2004, have no stated maturity or mandatory redemption and are not convertible into any other securities of the Operating Partnership. The Series B Preferred Units are exchangeable at the option of the preferred unitholder at a rate of one Series B Preferred Unit for one share of the Company's Series B 8.95% cumulative redeemable preferred stock beginning July 28, 2009, or earlier under certain circumstances. In the event that shares of Series B preferred stock are issued in exchange for Series B Preferred Units, the Operating Partnership will issue an equivalent number of Series B Preferred Units to the Company. Any shares of Series B preferred stock issued in exchange for Series B Preferred Units will have the same rights, terms and conditions with respect to redemption as the Series B Preferred Units and will not be convertible into any other securities of the Company. The income allocated to holders of the Series B Preferred Unit are base upon the rate of 8.95% on the $95,000 for the years ended December 31, 2001 and 2000. Distributions are paid on the last day of the quarter providing that day is a business day. If the payment day falls on a non-business day, the payment is due on the following business day, except that payment for the fourth quarter distributions must be made in December. Income allocated and distributions paid for the years ended December 31, 2001 and 2000 were $8,502 and $3,661 in 1999. F-12 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 5. CAPITAL TRANSACTIONS (CONTINUED) On May 1, 2000, the Operating Partnership issued 320,000 Series C 8.75% cumulative redeemable preferred units of limited partner interest (the "Series C Preferred Units"), in exchange for a gross contribution of $8,000. Each Series C Preferred Unit represents a limited interest in the Operating Partnership with a liquidation value of twenty-five dollars per unit. The Operating Partnership used the proceeds, less applicable transaction costs and expenses of $244, to pay down the borrowings under the Prior Credit Facility. The Series C Preferred Units, which may be redeemed for cash at the option of the Operating Partnership on or after May 1, 2005, have no stated maturity or mandatory redemption and are not convertible into any other securities of the Operating Partnership. The Series C Preferred Units are exchangeable at the option of the preferred unitholder at a rate of one Series C Preferred Unit for one share of the Company's Series C 8.75% cumulative redeemable preferred stock beginning May 1, 2010, or earlier under certain circumstances. In the event that shares of Series C preferred stock are issued in exchange for Series C Preferred Units, the Operating Partnership will issue an equivalent number of Series C Preferred Units to the Company. Any shares of Series C preferred stock issued in exchange for Series C Preferred Units will have the same rights, terms and conditions with respect to redemption as the Series C Preferred Units and will not be convertible into any other securities of the Company. Income allocated and distributions paid to the holder of the Series C Preferred Units are based upon the rate of 8.75% on the $8,000 or $700 and $467 for the years ended December 31, 2001 and 2000 respectively. For the year ended December 31, 2001, dividends for the Series A, Series B and Series C Preferred Units were $1,116, $8,502 and $700, respectively. For the year ended December 31, 2000, dividends for the Series A, Series B and Series C Preferred Units were $1,116, $8,502 and $467, respectively. On February 20, 2001, the Operating Partnership issued 2,500 OP Units to New Mexico I Partners in connection with it purchase of land and building at Animas Valley Mall from New Mexico I Partners. The value of the units issued on February 20, 2001 was $47. During 2001, options to purchase 129,145 shares of common stock were exercised with proceeds of $2,319 to the Company. The Company used the proceeds to purchase an equal number of OP Units. 6. RENTAL INCOME Substantially all real estate held for investment is leased to retail and commercial tenants. These operating leases generally range from one to 25 years and provide for minimum monthly rents, and in certain instances percentage rents based on the tenants' sales, and generally require the tenants to pay property taxes, insurance and maintenance charges. All non-cancelable leases, assuming no new or renegotiated leases or option extensions, in effect at December 31, 2001 provide for the following minimum future rental income:

~~FOR~~Year ~~THE~~Total ~~YEAR ENDED DECEMBER 31,~~ ----~~------------------------------------~~ ~~2000 1999 1998~~ ------------ ~~------------~~2002 ~~------------ Income (Numerator) Before Extraordinary Item~~ $ 2890,~~926~~007 $2003 3182,~~467~~907 $2004 3375,~~612~~075 ~~============~~2005 ~~============ ============ OP Units (Denominator): Basic-average common units outstanding 19~~66,~~934,000~~798 ~~21,238,000~~2006 2159,~~298,000~~099 ~~Add:~~Thereafter ~~Dilutive effect of stock options 1~~285,~~000~~056 ~~29,000 103,000~~ ------------ ~~------------~~$ ~~------------ Diluted OP Units 19~~658,~~935,000~~942 ~~21,267,000 21,401,000~~ ============ ============ ============ Per-Unit Amounts - Income Before Extraordinary Item: Basic $ 1.45 $ 1.48 $ 1.58 ============ ============ ============ Diluted $ 1.45 $ 1.48 $ 1.57 ============ ============ ============

F-13 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 7. COMMITMENTS AND CONTINGENCIES Future minimum rental payments under the terms of all non-cancelable operating leases under which the Operating Partnership is the lessee, principally for ground leases, are as follows:

~~REGIONAL~~Year ~~COMMUNITY~~Total ~~COMMERCIAL MALLS CENTERS PROPERTIES OTHER TOTAL~~ ----~~---------~~ ----------- ~~----------~~2002 ~~---------- ---------- 2000 ---- Total Revenues~~ $ ~~113,920~~996 $2003 ~~19,562~~997 $2004 ~~7,741~~997 $2005 ~~978~~982 $2006 ~~142,201~~961 ~~Property~~Thereafter ~~Operating Expenses (1) (~~32,~~451)~~377 ~~(4,867) (1,732) (65) (39,115)~~ ------------- ----------- ---------- ---------- ---------- Property NOI (2) 81,469 14,695 6,009 913 103,086 Unallocated Expenses (3) -- -- -- (66,517) (66,517) Unallocated Minority Interest (4) -- -- -- (14,794) (14,794) Unallocated Other (5) -- -- -- 1,922 1,922 Consolidated Net Income -- -- -- -- 23,697 Additions to Real Estate Assets 34,130 1,801 764 9 36,704 Total Assets (6) 656,553 85,425 29,782 14,071 785,831 1999 ---- Total Revenues $ ~~104,205 $ 20,297 $ 7,555 $ 1,508 $ 133,565 Property Operating Expenses (1) (30,620) (4,568) (1,814) -- (~~37,~~002)~~310 ------------- ----------- ---------- ---------- ---------- Property NOI (2) 73,585 15,729 5,741 1,508 96,563 Unallocated Expenses (3) -- -- -- (60,185) (60,185) Unallocated Minority Interest (4) -- -- -- (10,230) (10,230) Unallocated Other (5) -- -- -- (801) (801) Consolidated Net Income -- -- -- -- 25,347 Additions to Real Estate Assets 55,593 6,094 1,133 125 62,945 Total Assets (6) 641,871 84,329 30,837 19,189 776,226 1998 ---- Total Revenues $ 82,622 $ 17,849 $ 8,299 $ 299 $ 109,069 Property Operating Expenses (1) (23,895) (4,144) (1,643) -- (29,682) ------------- ----------- ---------- ---------- ---------- Property NOI (2) 58,727 13,705 6,656 299 79,387 Unallocated Expenses (3) -- -- -- (46,450) (46,450) Unallocated Minority Interest (4) -- -- -- (6,083) (6,083) Unallocated Other (5) -- -- -- 1,096 1,096 Consolidated Net Income -- -- -- -- 27,950 Additions to Real Estate Assets 190,942 845 597 5,470 197,854 Total Assets (6) 604,937 80,307 30,899 17,012 733,155===========

The Company recorded rental expense of $1,057, $1,003 and $983 for 2001, 2000 and 1999, respectively. The Company is a defendant in certain litigation relating to its business activities. Management does not believe that the resolution of these matters will have a materially adverse effect upon the financial position, results of operations or cash flows of the Company. 8. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION During 1999, Price-James Company, a consolidated partnership of the Operating Partnership, received a building appraised at $2,000 in exchange for accounts receivable of $43 and $1,957 for termination of a long-term ground lease, which amount was recorded in minimum rents. During 2001, 2000 and 1999, non-cash investing and financing transactions included an increase in accounts payable of $0, $0 and $4,645, respectively, related to building and development activities, the write-off of capitalized tenant allowances of $4,496, $6,351 and $2,313, respectively, and in 2000 the transfer from Real Estate assets to other assets of $24 net of accumulated depreciation of $31. In addition, the holders of OP Units elected to convert zero, 125 and 41,718 OP Units, having a recorded value of $0, $1 and $437, into Common Stock in 2001, 2000 and 1999, respectively. On February 20, 2001, the Operating Partnership issued 2,500 OP Units to New Mexico I Partners in connection with its purchase of land and building at Animas Valley Mall, in Farmington, New Mexico, from New Mexico I Partners. The value of the units issued on February 20, 2001 was $47. Interest paid (net of capitalized amounts of $513, $1,289 and $2,404 in 2001, 2000 and 1999) aggregated $29,954, $30,712 and $28,553 in 2001, 2000 and 1999, respectively. 9. RELATED PARTY TRANSACTIONS The Operating Partnership contracted for computer services from Alta Computer Services, Inc. ("Alta"). Alta is majority owned by three directors of the Company. This contract was terminated in July 2001. The Operating Partnership paid $110, $154 and $192 in 2001, 2000 and 1999, respectively, for such services. The Operating Partnership has entered into a management agreement under which the Operating Partnership performs certain accounting and management functions on behalf of a company, whose majority owner is the Chairman of the Board of Directors of the Company. Management fees collected by the Operating Partnership under this agreement totaled $72 for each of the three years ended December 31, 2001. F-14 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 9. RELATED PARTY TRANSACTIONS (continued) The Company provided third-party management services for certain properties owned directly or indirectly by the Chairman of the Board of Directors of the Company as follows: (i) an office building in Salt Lake City, Utah, the owner of which paid the Company a management fee of $121, $118 and $113 in 2001, 2000 and 1999, respectively (Fairfax, a company which is wholly-owned by the Chairman of the Board, is a general partner of the owner of this building), (ii) five commercial buildings located in Albuquerque, New Mexico; Creve Coeur, Missouri; Dallas, Texas; Escondido, California; and Houston, Texas, the owner of which paid the Company a management fee of $18, $20 and $6 in 2001, 2000 and 1999, respectively (the Chairman of the Board is the general partner owner of the buildings), and (iii) an office building in Park City, Utah, the owner of which paid the Company $5 and $2 in 2001 and 2000, respectively (owned by the Chairman of the Board and his family). 10. STOCK INCENTIVE PLAN On October 26, 1993, the Company adopted the 1993 Stock Option Plan (the "Plan") which authorizes the discretionary grant by the Executive Compensation Committee of options intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code to key employees of the Company and the discretionary grant of nonqualified stock options to key employees, directors and consultants of the Company. The maximum number of shares of Common Stock subject to option under the Company's Plan is 1,100,000. The proceeds received by the Company upon exercise of options are contributed to the Operating Partnership in exchange for the issuance of an equivalent number of OP Units. No stock options may be granted after ten years from the date of adoption and options must be granted at a price generally not less than the fair market value of the Company's Common Stock at the date of grant. These options vest over a period of not more than five years. A summary of the Company's 1993 Stock Option Plan activity is set forth below:

~~FIRST~~2001 ~~SECOND~~2000 ~~THIRD~~1999 ~~FOURTH TOTAL~~ ----------- --------------- ----------- ----------- --- --------- ~~YEAR ENDED 2000~~ ----------------- ~~Total~~WEIGHTED ~~Revenues~~WEIGHTED $WEIGHTED ~~32,899~~AVERAGE $AVERAGE ~~34,254~~AVERAGE $SHARES ~~35,200~~OF $EXERCISE ~~39,848~~SHARES $OF ~~142,201~~EXERCISE ~~Income~~SHARES ~~Before~~OF ~~Extraordinary~~EXERCISE ~~Item~~STOCK ~~and~~PRICE ~~Minority~~STOCK ~~Interest~~PRICE ~~7,833~~STOCK ~~9,953~~PRICE ~~7,947~~---------- ~~10,836~~----------- ~~36,569~~----------- ~~Net~~----------- ~~Income~~----------- ~~5,641~~------------ ~~7,365~~Outstanding ~~5,414~~at ~~10,408~~beginning ~~28,828~~of ~~Basic~~year ~~Earnings~~694,000 ~~Per~~$ OP19.53 ~~Unit~~687,000 ~~0.28~~$ 019.3755 ~~0.27~~631,000 ~~0.53~~$ 121.~~45(1)~~37 ~~Diluted~~Granted ~~Earnings~~7,000 ~~Per~~20.83 OP7,000 ~~Unit 0~~18.2850 ~~0.37~~60,000 018.2731 ~~0.53~~Exercised ~~1.45~~(1129,000) ~~Distributions~~17.96 ~~Declared~~-- ~~Per~~-- OP-- ~~Unit~~-- ~~0.480~~Forfeited ~~0.480~~(2,000) 025.~~480~~25 ~~0.495~~-- ~~1.935~~-- (24,000) ~~YEAR~~22.43 ~~ENDED~~---------- ~~1999~~----------- ----------- ----------- ~~Total~~----------- ~~Revenues~~------------ $Outstanding ~~32,411~~at $end ~~30,908~~of $year 31570,~~528~~000* $ 3819.89 694,~~718~~000 $ ~~133~~19.53 687,~~565(3)~~000 ~~Income~~$ ~~Before~~19.55 ~~Minority~~========== ~~Interest~~=========== ~~8,666~~=========== ~~6,181~~=========== ~~8,179~~=========== ~~13,352~~============ ~~36,378~~Exercisable ~~Net~~at ~~Income~~end ~~7,643~~of ~~6,066~~year ~~6,275 10,~~498 30,~~482~~000 ~~Basic~~$ ~~Earnings Per OP Unit 0~~18.3684 ~~0.28~~561,000 ~~0.29~~$ 018.5177 ~~1.44(1)~~494,000 ~~Diluted~~$ ~~Earnings Per OP Unit 0~~18.3641 ~~0.28~~========== ~~0.29~~=========== ~~0.51~~=========== ~~1.43(1)~~=========== ~~Distributions~~=========== ~~Declared Per OP Unit 0.465 0.465 0.465 0.480 1.875(2)~~============

----------------------- * The weighted average remaining contractual life of options outstanding as of December 31, 2001 was four years. The range of option prices was $17.50 to $25.38 per share. F-15 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 10. STOCK INCENTIVE PLAN (CONTINUED) The Company has applied Accounting Principles Board Opinion 25 in accounting for its plan. Accordingly, no compensation costs have been recognized. Had compensation costs for the Company's plan been determined based on the fair value at the grant date, in accordance with the method required by SFAS No. 123, "Accounting for Stock-Based Compensation", the Operating Partnerships' net income and net income per share would have been reduced to the proforma amounts as follows:

FOR THE YEAR ENDED DECEMBER 31, ---------------------------------------- 2001 2000 1999 ------------ ------------ ~~Revenues~~------------ $Net ~~142,201~~income As reported $ ~~133~~33,~~565~~407 ~~Income Before Extraordinary Item~~ $ 28,~~891~~828 $ 2930,~~465~~482 ~~Net~~Proforma ~~Income~~$ 33,348 $ 28,~~811~~740 $ 2830,~~664~~411 Basic ~~Earnings~~net ~~Per~~income OP Unit ~~Income~~As ~~Before~~reported ~~Extraordinary~~$ ~~Item~~1.68 $ 1.45 $ 1.3944 ~~Net~~Proforma ~~Income~~$ 1.67 $ 1.4544 $ 1.3544 Diluted ~~Earnings~~net ~~Per~~income OP Unit ~~Income~~$ ~~Before~~1.67 ~~Extraordinary Item~~ $ 1.45 $ 1.3943 ~~Net~~As ~~Income~~reported Proforma $ 1.4567 $ 1.3544 $ 1.43

The fair value of each option grant was estimated on the date of grant using the Black-Scholes options pricing model using the following assumptions:

~~BALANCE~~FOR ATTHE ~~BEGINNING CHARGED TO BALANCE AT OF~~ YEAR ~~EXPENSE~~ENDED ~~DEDUCTIONS~~DECEMBER ~~END~~31, ~~OF YEAR~~ ---------------------------------------- 2001 2000 1999 ------------ ------------ ------------ ~~Year~~Risk ~~ended~~free ~~December~~interest ~~31,~~rate ~~2000~~4.24% ~~Allowance~~6.71% ~~for~~4.79% ~~uncollectible~~Dividend ~~accounts~~yield $9.53% ~~1,217~~12.29% $11.09% ~~1,396~~Expected $life ~~1,245~~4 $years ~~1,368~~3 ~~Year~~years ~~ended~~4 ~~December~~years ~~31,~~Expected ~~1999~~volatility ~~Allowance~~22.40% ~~for~~16.28% ~~uncollectible~~16.40% ~~accounts~~Weighted $average ~~741~~per $share ~~1,479~~fair $value ~~1,003~~of $options ~~1,217~~granted ~~Year~~during ~~ended~~the ~~December~~year ~~31, 1998 Allowance for uncollectible accounts~~ $ ~~570~~1.44 $ ~~537~~0.67 $ ~~366 $ 741~~0.55

11. EMPLOYEE BENEFIT PLAN The Company has a 401(k) profit sharing plan which permits participating employees to defer up to a maximum of 15% of their compensation up to the maximum allowed by the Code. The Company matches 50% of the qualified employees' contributions up to a maximum of $1 per employee each year. Employees working a minimum of 1,000 hours per year who have completed at least one year of service and attained the age of 21 are qualified to participate in the plan. The employees' contributions are immediately vested. Additionally, the Company annually contributes 3% of base salary to the plan for each qualified employee. Contributions from the Company vest based upon employees' years of service beginning at 20% per year after one year of service. The Company's contributions to the plan in 2001, 2000 and 1999 were $400, $375 and $333, respectively. F-16 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 12. FAIR VALUE OF FINANCIAL INSTRUMENTS The following disclosures of estimated fair value were determined by management using available market information. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The carrying value of cash, accounts receivable and accounts payable at December 31, 2001 and 2000 are reasonable estimates of their fair values because of the short maturity of these financial instruments. Borrowings with an aggregate carrying value of $478,682 and $464,462 have an estimated aggregate fair value of $476,799 and $458,762 at December 31, 2001 and 2000, respectively. Estimated fair value is based on interest rates currently available to the Company for issuance of borrowings with similar terms and remaining maturities. 13. EARNINGS PER OPERATING PARTNERSHIP COMMON UNIT The following table provides a reconciliation of both income before extraordinary items and the number of OP Units used in the computations of basic earnings per OP Unit, which utilizes the weighted average number of OP Units outstanding without regard to potentially dilutive OP Units and diluted earnings per OP Unit, which includes all such OP Units. Effect has been given to the Company's stock option plan (Note 10) since proceeds received by the Company upon exercise of options are contributed to the Operating Partnership in exchange for the issuance of an equivalent number of OP Units.

~~GROSS~~FOR ~~AMOUNT~~THE ATYEARS ~~WHICH~~ENDED ~~INITIAL~~DECEMBER ~~COSTS~~31, ~~CAPITALIZED CARRIED AT CLOSE OF PERIOD DEPREC~~- --------------------- ~~SUBSEQUENT~~ ---------------~~---------------~~ ~~IABLE~~2001 ~~RELATED~~2000 ~~BUILDING~~1999 ~~& TO BLDG. & ACCUMULATED DATE OF DATE LIVES DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION(1) LAND IMPROVEMENTS TOTAL DEPRECIATION CONSTRUCTION ACQUIRED YEARS~~ ----------- ------------ -------- ---~~---------~~ ~~-------------~~Income ~~--------~~(Numerator) ~~------------~~Before ~~--------~~Extraordinary ~~------------~~Item ~~------------ -------- ----- REGIONAL MALLS Animas Valley Mall, Farmington, NM --~~ $ 333,~~902~~407 $ 2428,~~059~~926 $ 2,198 $ 3,902 $ 26,257 $ 30,159 $ 3,778 -- 1995 40 Boise Towne Square, Boise, ID 29,248 9,218 -- 51,751 7,768 53,201 60,969 14,005 1987-88 1985-86 5-40 Cache Valley Mall, Logan, UT -- 909 -- 10,658 1,298 10,269 11,567 5,126 1975-76 1973-75 10-40 Cottonwood Mall, Holladay, UT 17,884 7,514 20,776 31,~~956~~467 ~~7,514~~=========== ~~52,732~~=========== ~~60,246~~=========== ~~22,898~~OP ~~1981-87~~Units ~~1980~~(Denominator): 4Basic-40average ~~Eastridge~~common ~~Mall,~~units ~~Casper,~~outstanding ~~WY -- 4,300~~ 19,~~896 9~~929,~~827~~000 ~~4,300 29,723 34,023 3,623 -- 1995 40 Grand Teton Mall, Idaho Falls, ID -- 5,802 28,614 6,357 7,743 33,030 40,773 3,891 -- 1996 40 Mall at Sierra Vista, Sierra Vista, AZ -- 1,660 16,068 3,080 1,623~~ 19,~~185 20~~934,~~808~~000 724 1998-99 1998 40 North Plains Mall, Clovis, MN 4,928 2,664 -- 16,594 2,664 16,594 19,258 4,324 1984-85 1979-84 10-40 NorthTown Mall, Spokane, WA 82,540 6,902 120,458 23,659 6,902 144,117 151,019 7,494 1997-98 1997 40 Pine Ridge Mall, Pocatello, ID -- 1,883 -- 22,248 1,883 22,248 24,131 9,634 1979-81 1979 10-40 Provo Towne Centre, Provo, UT 46,791 13,829 41,820 23,482 10,854 68,277 79,131 4,909 1997-98 1997 40 Red Cliffs Mall, St. George, UT -- 903 -- 13,634 903 13,634 14,537 3,282 1989-90 1989 3-40 Salem Center, Salem, OR -- 1,704 30,504 1,479 1,704 31,983 33,687 2,473 -- 1997 40 Silver Lake Mall, Coeur d'Alene, ID -- 4,055 21,~~379 558 4~~238,~~055~~000 ~~21,937~~Add: ~~25,992~~Dilutive ~~2,025~~effect --of ~~1997~~stock 40options ~~Spokane Valley Mall~~60,000 ~~Spokane, WA 41,600 6,645 34,341 26,509 7,497 59,998 67,495 6,606 1990-97 1990 40 Three Rivers Mall, Kelso, WA 9,163~~ 1,~~977~~000 ~~-- 20~~29,~~906~~000 ~~1,977 20,906 22,883 6,798 1986~~-~~87 1984 10~~-~~40 Visalia Mall, Visalia, CA~~ -- ~~6,146 31,812 1,363 6,146 33,175 39,321 3,153~~ -- ~~1997 40 White Mountain Mall, Rock Springs, WY~~ -- ~~1,120~~ -- ~~15,580 1,120 15,580 16,700 7,105 1977~~-78 ~~1977 40 COMMUNITY CENTERS Alameda Plaza, Pocatello, ID~~ -- ~~500~~ -- ~~3,368 500 3,368 3,868 2,092 1973 1973 40 Anaheim Plaza, Anaheim, CA~~ -- -- -- ~~2,099~~ -- ~~2,099 2,099 144 1980~~-~~81 1979 40 Austin Bluffs Plaza, Colorado Springs, CO~~ -- ~~1,488~~ -- ~~1,898 1,488 1,898 3,386 709 1985 1979 3~~-~~40 Bailey Hills Plaza, Eugene, OR~~ -- ~~157~~ -- ~~297 157 297 454 68 1988~~-89 ~~1988~~Diluted 40OP ~~Baskin~~Units ~~Robbins 17th Str.~~19, ~~Idaho Falls~~989,000 ~~ID -- 9 67 7 9 74 83 25 -- 1988 40 Boise Plaza~~19, ~~Boise~~935,000 ~~ID -- 322 -- 1~~21,~~527 322 1~~267,~~527~~000 ~~1,849~~=========== ~~1,032~~=========== ~~1970-71~~=========== ~~1970 40 Boise Towne Plaza, Boise, ID~~ Per--Unit ~~3,316~~Amounts ~~4,243 2,716 3,316 6,959 10,275 961 1996~~-97 ~~1994~~Income 40Before ~~Cottonwood~~Extraordinary ~~Square,~~Item: ~~Salt~~Basic ~~Lake~~$ ~~City, UT --~~ 1~~,926~~.68 ~~3,535~~$ 71 1~~,926~~.45 ~~3,606~~$ ~~5,532 449 -- 1995 40 Division Crossing, Portland, OR -- 2,429 -- 4,479 2,429 4,479 6,908~~ 1~~,149~~.48 ~~1990-91~~=========== ~~1990~~=========== ~~20-40~~=========== ~~Fort~~Diluted ~~Union~~$ ~~Plaza, Salt Lake City, UT -- 21 --~~ 1~~,623~~.67 21$ 1~~,623~~.45 ~~1,644~~$ ~~738 1979-84 -- 40 Fremont Plaza, Las Vegas, NV -- -- -- 2,443 -- 2,443 2,443~~ 1~~,308~~.48 ~~1976-80~~=========== --=========== ~~40 Fry's Shopping Plaza, Glendale, AZ -- 353 -- 4,772 1,254 3,871 5,125 1,811 1980-81 1980 40 Gateway Crossing, Bountiful, UT -- 3,644 -- 8,938 3,644 8,938 12,582 1,723 1990-92 1990 40~~===========

Options to purchase 570,000, 694,000 and 687,000 shares of Common Stock were outstanding at December 31, 2001, 2000 and 1999, respectively (Note 10), a portion of which has been reflected above using the treasury stock method. 14. SEGMENT INFORMATION (GLA AMOUNTS UNAUDITED) The following information presents the Company's three reportable segments - (1) regional malls, (2) community centers and (3) commercial Properties in conformity with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". The accounting policies of the segments are the same as those described in the "Summary of Significant Accounting Policies." Segment data includes total revenues and property net operating income (revenues less operating and maintenance expense, real estate taxes and insurance expense and advertising and promotions expense ("Property NOI")). The Company evaluates the performance of its segments and allocates resources to them based on Property NOI. F-17 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 14. SEGMENT INFORMATION (GLA AMOUNTS UNAUDITED) (CONTINUED) The regional mall segment consists of 18 regional malls in eight states containing approximately 10,414,000 square feet of Total GLA and which range in size from approximately 301,000 to 1,166,000 square feet of Total GLA. The community center segment consists of 25 Properties in eight states containing approximately 3,427,000 square feet of Total GLA and one freestanding retail Property containing approximately 2,000 square feet of GLA. The commercial Properties include six mixed-use commercial/business Properties with 38 commercial buildings containing approximately 1,355,000 square feet of GLA which are located primarily in the Salt Lake City, Utah area where the Company's headquarters is located. The table below presents information about the Company's reportable segments for the years ended December 31:

~~GROSS~~REGIONAL ~~AMOUNT~~COMMUNITY ATCOMMERCIAL ~~WHICH~~MALLS ~~INITIAL~~CENTERS ~~COSTS~~PROPERTIES ~~CAPITALIZED~~OTHER ~~CARRIED~~TOTAL ~~AT CLOSE OF PERIOD DEPREC~~- ----------- ----------- ~~SUBSEQUENT~~ ----------- ---------- ---------- ~~IABLE~~2001 ~~RELATED~~---- ~~BUILDING~~Total &Revenues TO$ ~~BLDG.~~115,664 &$ ~~ACCUMULATED~~20,467 ~~DATE~~$ OF7,830 ~~DATE~~$ ~~LIVES~~395 ~~DESCRIPTION~~$ ~~ENCUMBRANCES~~144,356 ~~LAND~~Property ~~IMPROVEMENTS~~Operating ~~ACQUISITION~~Expenses (1) ~~LAND~~(33,207) ~~IMPROVEMENTS~~(4,808) ~~TOTAL~~(1,646) ~~DEPRECIATION CONSTRUCTION ACQUIRED YEARS~~ --~~---------~~ ~~------------~~(39,661) -------- ----~~--------~~ ------------- -------- ---~~---------~~ -------- --~~----------~~ ------------ ~~--------~~Property ~~-----~~NOI ~~COMMUNITY CENTERS~~ (~~CONTINUED~~2) ~~Halsey~~82,457 ~~Crossing~~15,659 ~~Gresham~~6,184 OR395 --104,695 $Unallocated Expenses (3) -- $ -- ~~$ 3,350 $~~ -- $(65,933) 3(65,~~350~~933) $Unallocated ~~3,350~~Minority $Interest ~~644~~(4) ~~1989~~-91- -- 4-40- ~~North~~(120) ~~Temple~~(120) ~~Shops,~~Unallocated ~~Salt~~Other ~~Lake~~(5) ~~City,~~-- UT -- 60 -- ~~177~~5,083 605,083 ~~177~~Consolidated ~~237~~Net ~~103~~Income ~~1970~~-- ~~1970~~-- 40-- ~~Orem~~-- ~~Plaza Center Street~~43,725 ~~Orem,~~Additions UTto --Real ~~371~~Estate ~~330~~Assets 113,~~111~~266 ~~344 1~~14,~~468~~127 1,~~812~~013 ~~784 1976~~-87- ~~1973~~28,406 ~~10-40~~Total ~~Orem~~Assets ~~Plaza~~(6) ~~State~~665,677 ~~Street~~88,704 ~~Orem~~29,332 UT12,059 --795,772 ~~126~~2000 ---- ~~752~~Total ~~126~~Revenues ~~752~~$ ~~878~~114,141 ~~415~~$ ~~1975~~19,562 ~~1973~~$ ~~29-40 Plaza 800~~7,741 ~~Sparks,~~$ NV757 --$ ~~33 2~~142,~~969~~201 83Property 33Operating 3Expenses (1) (32,~~052~~516) 3(4,~~085~~867) (1,~~913~~732) ~~1974~~ -- ~~40 Plaza 9400~~(39,115) ~~Sandy, UT~~ -- -- -- ~~4,569~~ -- ~~4,569 4,569 2,317 1976~~-84 -- 10-40 ~~Red Cliffs Plaza, St. George, UT~~ -- -- ~~2,403 239~~ -- ~~2,642 2,642 399 1994~~-~~95 1994~~-~~95 40 River Pointe Plaza, West Jordan, UT~~ --- ~~1,130~~ -- ~~2,546 1,005 2,671 3,676 941 1987~~-~~88 1986~~-~~87 5~~-~~40 Riverside Plaza, Provo, UT~~ -- ~~427 1,886 4,395 427 6,281 6,708 1,942 1978~~-~~81 1977 40 Twin Falls Crossing, Twin Falls, ID~~ --- ~~125~~ -- ~~776 125 776 901 465 1976 1975 40 University Crossing, Orem, UT~~ -------- ~~230~~ ---------- ~~4,956~~Property ~~230~~NOI ~~4,956 5,186~~ (2~~,073~~) ~~1971-92 1971 40 Woodlands Village~~81,625 ~~Flagstaff~~14,695 ~~AZ -- 2~~6,~~068~~009 ~~5,329~~757 ~~368 2~~103,~~068~~086 ~~5,697~~Unallocated ~~7,765~~Expenses ~~900~~(3) -- ~~1994 40 Yellowstone Square, Idaho Falls, ID~~ -- ~~355~~ -- 4(66,~~543~~517) ~~355 4~~(66,~~543~~517) ~~4,898~~Unallocated ~~949~~Minority ~~1972-77~~Interest ~~1972~~(4) ~~40 COMMERCIAL PROPERTIES First Security Place, Boise, ID~~ -- ~~300~~ -- ~~2,898~~ -- ~~3,198~~440 ~~3,198~~440 ~~1,677~~Unallocated ~~1978-80~~Other ~~1978~~(5) 10-40- ~~Price Business Center~~ -- ~~Commerce Park, West Valley City, UT~~ -- ~~415 2~~1,~~109~~904 ~~9,047~~ 1,~~147~~904 ~~10,424~~Consolidated ~~11,571~~Net ~~2,156~~Income ~~1980 1973~~-~~95 40 Price Business Center~~- ~~Pioneer Square, Salt Lake City, UT~~ -- ~~658~~ -- ~~10,329 648 10,339 10,987 3,885 1974~~-~~92 1973 3~~-40 ~~Price Business Center- South Main~~38,913 ~~Salt~~Additions ~~Lake~~to ~~City,~~Real UTEstate --Assets ~~317 -- 2~~34,~~053~~130 ~~291 2,079 2,370~~ 1,~~134~~801 ~~1967-82~~764 ~~1966-81~~9 ~~3-40~~36,704 ~~Price~~Total ~~Business~~Assets ~~Center-~~(6) ~~Timesquare~~656,553 ~~Salt Lake City~~85,425 ~~UT -- 581 -- 10~~29,~~148~~782 ~~545 10~~14,~~184~~071 10785,~~729~~831 ~~4,587~~1999 ~~1974~~-~~80 1972~~-~~80 5~~-~~40 Sears~~- ~~Eastbay,~~Total ~~Provo,~~Revenues UT$ 1104,~~413~~205 ~~275~~$ ~~-- 2~~20,~~079~~297 ~~275~~$ 27,~~079~~555 2$ 1,~~354~~508 ~~613~~$ ~~1989-90~~133,565 ~~1989~~Property 40Operating ~~OTHER~~Expenses ~~REAL ESTATE Miscel- laneous Real Estate --~~ (1~~,164~~) ~~17 9~~(30,~~237~~620) 3(4,~~963~~568) 6(1,~~455~~814) ~~10,418~~-- 2(37,~~620~~002) -- ~~1980~~-~~98 40~~ --------- --- -------- ------------ ---------- --- -------- Property NOI (2) 73,585 15,729 5,741 1,508 96,563 Unallocated Expenses (3) -- -- -- (60,185) (60,185) Unallocated Minority Interest (4) -- -- -- (482) (482) Unallocated Other (5) -- -- -- (985) (985) Consolidated Net Income -- -- -- --~~------~~ ~~TOTAL $ 233~~34,~~567~~911 ~~$103,933~~Additions $to ~~412,615~~Real $Estate ~~389,733~~Assets ~~$106~~55,~~561~~593 ~~$ 799~~6,~~720~~094 ~~$906~~1,~~281~~133 $125 ~~154~~62,~~574~~945 ~~============~~Total ~~========~~Assets ~~============~~(6) ~~=============~~641,871 ~~========~~84,329 ~~============~~30,837 ~~========~~19,189 ~~============~~776,226

F-18 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS) 14. SEGMENT INFORMATION (GLA AMOUNTS UNAUDITED) (CONTINUED) ----------------------------- (1) Property operating expenses consist of operating, maintenance, real estate taxes, insurance, advertising and promotion expenses as listed in the consolidated statement of operations. (2) Total revenues minus property operating expenses. (3) Unallocated expenses consist of general and administrative, depreciation, amortization of deferred financing costs, amortization of deferred leasing costs and interest as listed in the consolidated statement of operations. (4) Unallocated minority interest includes minority interest in income of consolidated partnerships. (5) Unallocated other includes gain on sales of real estate and extraordinary loss on extinguishment of debt as listed in the consolidated statement of operations. (6) Unallocated other total assets include cash, corporate offices, miscellaneous real estate and deferred financing costs. 15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Financial information for each of the quarters in 2001 and 2000 are as follows:

AFIRST ~~summary~~SECOND ofTHIRD ~~activity~~FOURTH ~~for~~TOTAL ~~real estate investments and accumulated depreciation is as follows: FOR THE YEARS ENDED DECEMBER 31,~~ ----------- ----------- ----------- -------- ~~2000 1999 1998~~ --- -------- ---- YEAR ENDED 2001 ------- --------~~---~~ ~~Real~~Total ~~Estate~~Revenues ~~Investments~~$ ~~Balance~~35,020 at$ ~~Beginning~~34,004 ~~of Year~~ $ ~~876~~35,~~388~~280 $ ~~815~~40,~~756~~052 $ ~~619~~144,~~371~~356 ~~Acquisitions~~Income --Before --Extraordinary ~~128~~Item and Minority Interest 8,~~000~~311 ~~Improvements~~8,238 369,~~704~~022 6218,~~945~~274 6943,~~854~~845 ~~Disposition~~Net ofIncome ~~Property~~5,830 (5,592 6,~~811)~~357 (215,~~313~~628 33,407 Basic Earnings Per OP Unit 0.290 0.280 0.320 0.790 1.680(1) Diluted Earnings Per OP Unit 0.290 0.280 0.320 0.780 1.670(1~~,469~~) ~~-----------~~Distributions Declared Per OP Unit 0.495 0.495 0.495 0.510 1.995 YEAR ENDED 2000 ----------- ----~~-------~~ ~~Balance~~Total atRevenues ~~End~~$ of32,899 ~~Year~~$ 34,254 $ ~~906~~35,~~281~~200 $ ~~876~~39,~~388~~848 $ ~~815~~142,~~756~~201 ~~===========~~Income ~~===========~~Before ~~===========~~Minority ~~Accumulated~~Interest ~~Depreciation~~7,833 ~~Balance~~9,953 at7,947 ~~Beginning~~10,836 of36,569 ~~Year~~Net $Income ~~135~~5,~~027~~641 $7,365 ~~114~~5,~~136~~414 $10,408 9828,~~404~~828 ~~Depreciation~~Basic ~~26,099~~Earnings ~~23,204~~Per ~~17,072~~OP ~~Depreciation~~Unit of0.280 ~~Disposed~~0.370 ~~Property~~0.270 ~~(6,552)~~0.530 1.450(~~2,313) (~~1~~,340~~) ~~-----------~~Diluted ~~-----------~~Earnings ~~-----------~~Per ~~Balance~~OP atUnit ~~End~~0.280 of0.370 ~~Year~~0.270 $0.530 ~~154,574~~1.450(1) $Distributions ~~135,027~~Declared $Per ~~114,136~~OP ~~===========~~Unit ~~===========~~0.480 ~~===========~~0.480 0.480 0.495 1.935

----------------------------------- (1) The sum of quarterly earnings per share may differ from yearly totals due to rounding and the fluctuation of weighted average shares of stock on a quarterly basis. 16. SUBSEQUENT EVENTS As of January 28, 2002, the Operating Partnership had reduced its borrowings under the 2000 Credit Facility by $7,000 from $124,000 to $117,000. F-19 SCHEDULE II PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 (DOLLARS IN THOUSANDS)

F-20 SCHEDULE III PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION (DOLLARS IN THOUSANDS)

F-21 SCHEDULE III PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION (DOLLARS IN THOUSANDS)

(1) Included are development costs subsequent to acquisition or opening of property. (2) This property is encumbered with the Spokane Valley Mall loan facility. F-22 PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION (Dollars in thousands)

F-23

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