2001 Annual Report - Unibail-Rodamco

la plus grande
qualité de vie
au m 2
2001 annual report

Acquire 39-41 rue Cambon > Carré Sénart > Carrousel du Louvre > 7 place du Chancelier Adenauer >
Cité Europe > Cité du Retiro > Espace Champerret >build< Cnit > Cœur Défense > 23 boulevard de Courcelles >
70 boulevard de Courcelles > Espace 21 - Les Villages > Euralille > Tour Europe > Le Forum des Halles >develop<
Galerie Gaité-Montparnasse > 115 -123 avenue Charles-de-Gaulle - Neuilly > 168 avenue Charles-de-Gaulle - Neuilly > 42 avenue d’Iéna
>refurbish 52 rue de Lisbonne >rent 189 boulevard
Malesherbes > Mériadeck-Bordeaux > Hôtel Méridien-Montparnasse > 23 bis -29 avenue de Messine/Murat/Monceau >
Immeuble Michelet-Galilée >welcome< 16 rue de Monceau > 50 avenue Montaigne > Nice Etoile
>supply Paris Expo-Porte de Versailles >manage< Place d’Arc - Orléans > Printemps de
l’Homme > Quai Ouest > Les Quatre Temps > 108 rue de Richelieu > Rosny 2 > 1 rue Saint-Georges > 11-15 rue Saint-Georges
>enhance< 137 rue du Faubourg Saint-Honoré > Strasbourg-Etoile >sell< 40 ter avenue de Suffren
> La Toison d’Or - Dijon > Centre d’affaires Tolbiac Masséna > Ulis 2 > Vélizy 2 > 67 avenue de Wagram > 41 rue Ybry >…
2 Key Figures
4 Message from the Chairman
6 Office Properties
10 Shopping Centers
14 Convention-Exhibition Centers
18 Property Portfolio
22 Management's Discussion and Analysis
41 Consolidated Financial Statements
48 Appendices to Financial Statements
71 Legal Information
85 Stock Exchange and Shareholding Structure

Unibail is the leading French commercial property
investment company
Owner of a property portfolio valued at € 7.3 billion, Unibail is a
commercial property investment company proactive in three major
business lines: office properties, shopping centers and conventionexhibition
centers. Unibail is the French leader in each of these sectors.
A clear focus
The Group chose to focus on high-quality commercial properties with
a leading competitive position in their respective markets, in terms of
either size, technological performance, location or repute.
A value creation approach
For each business line, Unibail aims to maximise shareholder value and
returns through creative acquisitions, proactive management, a selective
disposal policy and a high level of expertise in managing major
development or refurbishment projects.
An independent group
Unibail has the largest free float of all the listed property stocks in
Continental Europe. Part of the SBF 120 and Euronext 100, its market
capitalisation was, at year-end 2001, of over € 2.6 billion.
The company is rated ‘A-’ by Standard & Poor’s.
PROFILE
The French original version of this report has been registered with the COB* on March 18 , 2002,
according to the rule n° 98-01 / n° 95-01.
It can only be used to support a financial transaction if it is accompanied
by a specific document also registered by the COB
(*the French Securities and Exchange Commission).
1

KEY FIGURES
2001: another year of value creation
Pre-tax recurring cash flow per share and Net Asset Value (NAV) per share are the economic indicators used
by Unibail as performance criteria.
Growth in NAV per share, plus the dividend, reflect the value created by the Company, i.e. in 2001, 19% for
institutional shareholders benefiting from a tax credit amounting to € 0.39 and 19.5% for individual shareholders
for whom the tax credit amounts to € 0.73. The ‘Total Shareholder Return’ (TSR) indicates the value creation
registered by the market capitalization (see last page of this report).
Consolidated Key Figures
(€ million) 1998 1999 2000 2001
Portfolio valuation 2,345 4,640 6,375 7,327
Investments 203 1,872 901 602
Disposals 118 88 238 65
Shareholders' equity before appropriation 819 1,339 1,486 1,411
Net asset value 1,421 2,386 3,634 4,117
Gross rental income 165 203 357 456
Office buildings 61 85 160 229
Shopping centers 96 103 122 140
Convention-exhibition centers 8 15 76 87
EBITDA 131 165 286 371
Pre-tax recurring cash flow, group share 74 104 179 220
Pre-tax recurring cash flow 90 119 201 243
Net profit, group share 31 49 92 108
Net profit 41 58 103 121
Total distribution 48 71 89 91*
Number of shares at year-end ** 30,612,756 42,892,176 46,563,123 45,193,193
Average number of shares ** 29,482,791 34 ,854,843 45,081,345 45,877,069
Key figures (group share) per share
(€) 1998 1999 2000 2001
Net profit per share 1.07 1.41 2.05 2.35
Pre-tax recurring cash flow per share 2.52 2.99 3.96 4.80
NAV per share - fully diluted 38.47 47.27 67.30 78.00
Net dividend per share 1.58 1.67 1.67 1.70*
Tax credit (institutional / individual shareholders) - - 0.29/0.29 0.39*/0.73*
* Distribution proposed at the General Meeting of April 2002
** Excluding treasury shares, and after the adjustment following the three-for-one stock split in June 2001
2

Rental income
(€ million)
■ Office properties ■ Shopping centers
■ Convention-exhibition centers
Pre-tax recurring cash flow
and dividend, per share (€)
■ Cash flow per share ■ Dividend per share
* With a tax credit detailed in the chart page 2.
2001
229 140 87
456
2001
4.80
2000
160 122 76
358
2000
1.70*
3.96
1999
85 103 15
203
1998
61 96 8
165
1999
1998
1.67*
1.67
2.52
2.99
1.58
Property portfolio value
in replacement value
(€ million)
Fully diluted Net AssetValue
per share
(€)
■ Office properties ■ Shopping centers
■ Convention-exhibition centers
2001
4,642 2,199 486
7,327
2001
78.00
2000
3,794 1,883 698
6,375
2000
67.30
1999
2,799 1,458 383
4,640
1999
47.27
1998
1,043 1,166 136
2,345
1998
38.47
3

MESSAGE FROM THE CHAIRMAN
"2001 was another successful year
for Unibail"
4

A less buoyant environment is a good opportunity to prove the efficiency and robustness
of our strategy.
In 2001, our three business lines -office buildings, shopping centers and convention-exhibition
centers- faced tougher market conditions due to the global economic slowdown and September 11
terrorist attacks. However, we managed to achieve all of our key business targets.
Pre-tax recurring cash flow per share, the most meaningful indicator for a real estate company,
rose by 21.2% to € 4.80. Meanwhile, consolidated net profit (Group share) reached € 108m,
exceeding the € 100m mark for the first time ever.
This success stems from the high-quality policies that we have pursued and continually fine-tuned
over the years.
As the market leader in each of our segments, Unibail has increasingly focused on prime quality assets
in the most sought-after locations, targeting outstanding tenants from the industrial, commercial and
financial sectors.
Unibail's growth is set to continue, underpinned by sound fundamentals, notably the outstanding
quality of its property assets and its exceptionally low risk profile.
As a result of these factors, we can face 2002 with total confidence. Prospects remain favorable,
despite a tougher environment, with lower demand for office space, slower growth in consumer
spending and a cautious attitude in the convention-exhibition business.
Illustrating our confidence in the future, Unibail has set a 15% growth target for pre-tax recurring
cash flow per share in 2002. Going further forward, Unibail’s strategic choices and valueenhancement
policies, coupled with the extensive know-how developed group-wide and specifically
in each business line, provide a clear and secure outlook over the medium-term.
Léon Bressler
Léon Bressler, Chairman and Chief Executive Officer
François Thomé, Head of Legal Department
Guillaume Poitrinal, Executive Vice-President and Chief Financial Officer
Olivier Lecomte, Executive Vice-President
5

More than
860,000 m 2 of office space
in the best business districts…
8 am – happy faces
at Coeur Défense …
6

OFFICE PROPERTIES
Resilience, visibility and growth
By maintaining a strategic focus on prime office buildings in the most sought-after locations
of the Paris Central Business District and western outskirts, Unibail’s Office Division continued
to create value in 2001, despite tougher economic conditions.
A healthy office market
Unlike the downturn of the mid-1990s, the Paris office market faces the global economic
slowdown armed with very sound fundamentals. Thanks to the industry players’ stance,
together with the regulatory restrictions, the market is spared from the potential boom in new
office developments, so often triggered by strong rental value growth as seen in 1999 and 2000.
Compared with the two previous years, demand for office space slowed down in 2001, as some
companies have delayed their decisions to take on new leases. However, rental values have held
firm and at high levels due, above all, to a persistent shortage of letting opportunities for
potential tenants looking for the right office space.
The Paris office market recorded a 3.1% 1 vacancy rate at year-end 2001. Most analysts agree that
rents start to experience downward pressure once the vacancy rate exceeds 5%, which means that
the market remains in a healthy state.
Saint-Ouen
Levallois-Perret
Office buildings
17 e
Neuilly
Office project developments/refurbishments La Défense
9 e
8 e 2 e
1 e
16 e 11 e
Paris
Boulogne-
15 e
Billancourt
13 e
Issy-les-Moulineaux
1 For the Ile-de-France region; source: Insignia Bourdais
7

OFFICE PROPERTIES
2001 was also a good year in terms of investments
with various European and North American funds
showing a keen interest in Paris office properties,
notably those offering secure long-term rental
streams. Total office property investments in the
Ile-de-France region amounted to € 9 billion in
2001 2 .
Going forward, overall market conditions should
remain stable, due to the limited supply of new
office space in the Ile-de-France region. Owing to
the current economic climate, many development
projects are postponed or lack financing, which
largely rules out the risk of overcapacity.
long-term periods, guaranteeing secure rental
streams for six or nine years.
● Indirectly, the 2001 performance underlines the
reversionary potential inherent in the portfolio.
The average rent per m 2 for leases signed in 2001
was 51% higher than the average rent per m 2 for
the current leases in Unibail’s portfolio.
This reversionary situation stems directly from the
mid-1990s property crisis, when Unibail acquired
most of its property assets and signed the vast
majority of its current leases. Over the next five years
conditions are set to improve in our favour, as leases
are renewed and properties are relet, offering major
revenue and value creation potential for the Group.
On a like-for-like basis, net rental income for this
division increased by 5.8%. This is particularly
< Cœur Défense, Paris-La Défense
AOL Time Warner, Neuilly > Headquarters of Euronext, Paris 1
2001 letting activity
promises future growth
Unibail’s Office Division signed 39 new leases,
resulting from completed developments, lease
renewals and relettings. They cover a total area of
around 65,000 m 2 and represent € 33.7 million in
full-year rental income based on an average rent of
€ 489 per m 2 . As with the previous year, our new
tenants include leading organizations such as the
OECD, Microsoft, Cap Gemini Ernst & Young,
Groupama or CDC-Ixis.
The performance achieved in 2001 is a firm
foundation for future growth:
● Directly, the rental growth in 2001 will have a full
year effect from 2002 onwards. As in previous years,
incoming tenants have generally committed to firm
impressive given that : i) the vacancy rate reached an
absolute minimum (1% at the start of the year), ii)
only a small number of leases expired during the year,
resulting in few renewals and a low tenant turnover,
and iii) indexation had a minor impact, estimated at
1.3% in 2001. As more and more mid-1990 leases
expire in 2002 and onwards, the like-for-like rental
growth is set to improve.
At year-end 2001, the financial vacancy rate for
Unibail's office buildings amounted to 4.6%. Of this
rate, 2.4% was due to Coeur Défense, which was
completed in mid-2001. 1.2% comprised ‘strategic’
vacancies, the space deliberately reserved for value
enhancement activities, mainly within Cnit.
The remaining 1% corresponds approximately to the
vacancy rate at year-end 2000.
8
2 Source: CB Richard Ellis

Recycling capital
through acquisitions
and disposals
The Office Division successfully pursued its strategy
of disposing of property assets once most of their
value has been released. The realised capital is
recycled into assets with greater potential for the
future. In this context, Unibail disposed of four floors
of the Maine Montparnasse tower (Paris 15) and the
building located at 7 rue Saint Georges (Paris 9).
At the end of 2001, the Group signed two other
‘sales undertakings’ covering the ‘La Chocolaterie’
building in Levallois and 23 avenue de Messine (Paris 8).
Sound expertise in major property
development projects
The highlight of 2001 was the successful completion
of Cœur Défense (see below). By end-December
2001, 94% of this complex had been let to leading
multinational groups.
Works on Cité du Retiro, a 21,200 m 2 project overlooking
30 rue du Faubourg Saint-Honoré in Paris 8,
progressed on schedule. Under the terms of a lease
signed in February 2000, the Cartier group will
relocate its headquarters to this building during the
second half of 2002.
In October 2001, Unibail acquired the former EDF
headquarters for € 183 million.This 80,000 m 2 office
complex is located in the heart of Paris 8, between
Headquarters of Pechiney, Paris 16
>Avenue Montaigne, Paris 8
The acquisition of the current Euronext headquarters
for € 115 million was the main investment transaction.
This 16,900 m 2 office property was renovated in
1991 and is located in rue Cambon (Paris 1), close to
the Madeleine and Place de la Concorde in central
Paris.A lease was signed in 1997 with an average rent
of € 364 per m 2 which offers over 50% reversionary
potential.
avenue de Messine, rue de Monceau and rue Murat.
The building is due to undergo a major renovation
project between now and 2005.
Cœur Défense
This 182,000 m 2 office complex was completed in
May 2001. By year-end 2001, leases had been signed
with nine prime tenants : AXA Investment Managers,
Cap Gemini-Ernst & Young, CCF-HSBC, Crédit
Lyonnais, ING, PeopleSoft, Microsoft, SIFF-Energies
(EDF Group) and Société Générale.
Under an agreement with its partners, Bouygues and
Gothaer, Unibail increased its stake in this property
from 78% to 100% at the beginning of 2002.
9

4 million
visitors
every
week
in
Unibail’s shopping
centers…
Shopping
at Forum des Halles…
10

SHOPPING CENTERS
Outstanding performance from a unique portfolio
of major French shopping centers
Unibail occupies a top-ranking position in the French shopping center industry.
The Group owns a portfolio of 18 prime shopping centers, mainly comprising large regional
and ‘super-regional’ centers.
The sales growth achieved by retailers in Unibail’s shopping centers consistently outperforms
the average growth rates recorded by domestic retail indices. Compared with the French
consumer index, Unibail's centers have achieved an average 4.5% during full-year 2001 and 6.9%
during the past five years, against 2.9% and 2.4% respectively. This superior performance which
has also been maintained during previous recessions, is underpinned by two fundamental
advantages common to virtually all the shopping centers owned by Unibail :
● Location and size: sites are located in city centers or near major access routes,
welcoming a total of 200 million visitors a year.
● Sound market positioning and high-quality retailers: the retail offer is mid-market positioned,
with very limited exposure to the luxury segment and tourist customers. Stores mainly cater
for day-to-day or regular needs. Furthermore, a majority of tenants has the financial resources
to continually promote their brands and products, thus enhancing their sales, together
with the repute of the shopping centers.
Backed by these fundamental strengths, as well as the expertise and quality of Unibail’s team,
the Group's shopping center portfolio registered in 2001 a steady growth in net rental income
of 6.5% and a 9.1% rise in asset values, both on a like-for-like basis.
Cité Europe
Euralille
Les Quatre Temps
Vélizy 2
Ulis 2
Rosny 2
Le Printemps de l’Homme
Le Forum des Halles
Le Carrousel de Louvre
Gaité Montparnasse
Strasbourg-Etoile
Carré-Sénart
La Toison d’Or
Place d’Arc
Saint-Martial
Saint-Genis
Bonnac
Mériadeck
BAB 2
Labège 2
Bonneveine
Nice-Etoile
Shopping centers
Shopping center development projects
11

SHOPPING CENTERS
Major shopping centers: a key
retail channel
Major shopping centers are well known for their
regular growth and defensive qualities. As a result,
they play a central role in the strategies adopted by
major French and international chains, large specialist
retailers and new brands. By attracting this type of
tenant, these shopping centers constantly keep pace
with the latest consumer trends.
These factors may explain why, according to the
annual consumer sentiment barometer published by
Cofremca/Sociovision, shopping centers appeal to
96% of the French population.
For a long time, the Group has kept tight control
over the strategic positioning of each shopping center.
This has entailed the careful assembly of a portfolio
of successful retail chains based on the findings of
in-depth market research studies. In-house teams
continually work to anticipate consumer patterns and
lifestyle changes, supporting the emergence of new
concepts and acting exclusively with well known
consultants and brands.
Steady growth outlook for
shopping centers
The unique shopping centers that form the heart of
Unibail’s portfolio are in great demand as major
retail chains increasingly focus on the size, quality
and location. As a result, even in a less buoyant economic
climate, this type of property asset, with very
long leases, provides secure revenues.
> Cité Europe
> Carrousel du Louvre
< Carré Sénart
< Mériadeck
A rigorous and innovative
methodology
The growth in the revenues generated by these
shopping centers depends on their commercial
success and customer satisfaction. The key objective
of Unibail’s teams, particularly through its specialist
subsidiaries Espace Expansion and Unibail Marketing
& Multimédia (U2M), is to enhance levels of customer
satisfaction.They constantly renew the retail offer in
all segments (e.g. household equipment, education
& leisure, and health & beauty). By providing more
facilities for parents, children, senior citizens and
people with restricted mobility, and turning the centers
into more pleasant and safer environments,
they ultimately increase customer flow.
On the other hand, the average occupancy cost ratio 3
remained below 10%, a level equivalent to 1997. This
ratio, far below the maximum tolerated of 13%-15%,
can reasonably allow a steady increase of the rents.
Therefore, Unibail’s shopping centers, benefiting from
excellent fundamentals, should provide sustained
growth in sales and net rental income over the coming
years.
Further growth is expected to stem from:
● Lease renewals and renegotiations, notably at Saint
Martial in Limoges and La Toison d’Or in Dijon, which
should, from 2002, benefit from significant reversionary
potential as most of their leases are due to expire.
12
3 Defined as: [rental charges + service charges + local taxes] / tenant sales

● The impact of letting and refurbishment activities
completed by year-end 2001. Two shopping centers
should see their revenues rise sharply in 2002: the Gaité
center in the Montparnasse district of Paris, which was
fully let following its restructuring, and Bonneveine in
Marseilles, which is due to open a new anchor store.
● Ongoing refurbishment and extension projects:
The Quatre Temps center in La Défense, for which
renovation work began in the second half of 2001 and
is expected to continue until 2004. These works will be
accompanied by various sales drives, together with an
extension project which will create an integrated space
encompassing the Colline de La Défense. This area will
accommodate a UGC Ciné Cité complex. Following the
surrender of the Bricorama and Marks & Spencer units,
over 11,000 m 2 in refurbished space will be handed
over to their new tenants in 2002.
Over 110,000 m 2 of projects
under development
Carre Sénart: this 65,000 m 2 new-generation shopping
and leisure complex is nearing the end of its
construction phase and will open to the public in
September 2002. Its marketing concept and the
quality of its architecture, design and customer
facilities have attracted major attention from French
and international retailers, reflected by a preletting
rate of over 85% as at year-end 2001. Rental levels are
above target and the lease contracts are signed for a
minimum firm period of six years.
Strasbourg Etoile: this 25,000 m 2 project, located in
Strasbourg city center, obtained approval from the
< Les Quatre Temps refurbishment project
< Gaité-Montparnasse, Paris 14 > Nice Etoile
Extension works on the Labège center in Toulouse,
intended to accommodate a 2,300 m 2 Fnac store, will
begin during the second quarter of 2002. An ambitious
extension project for this highly successful shopping
center is currently being considered.
The Toison d’Or shopping center in Dijon will see the
completion of the refurbishment of the 6,500 m 2
Bricostore unit, premises acquired in December 2000.
Following the major success of the Planète Saturn store
opening in April 2001, another leading retailer should
join the center in 2002.
CDEC 4 in June 2000 and is due to receive its building
permit in 2002. Its opening is scheduled for 2004.
Ilôt Bonnac in Bordeaux: this retail project covers an
area of around 6,000 m 2 .It will link the city center
stores with the Mériadeck shopping center owned by
Unibail. The project is scheduled for completion in
2005 and will enhance the appeal of Mériadeck
shopping center.
Marques Avenue in Cité Europe: this designer shopping
mall, in a factory outlet style, obtained its permit
from the CDEC 4 in January 2002. The development
will cover an area of over 12,000 m 2 facing Cité Europe
which will benefit from this new retail offer.
4 French Retail Property Development Authorities - Commission Départementale d'Equipement Commercial
13

Business and Fun
at Paris Expo-
Porte de Versailles
14
More than
850 events
organized
every year in Unibail’s sites…

CONVENTION-EXHIBITION CENTERS
Emergence of a French leader in the convention-exhibition market
In 1999, Unibail decided to develop a third strategic business line, investing in convention
and exhibition centers. At year-end 1999, Unibail launched a friendly takeover bid for the Parc des
Expositions at Porte de Versailles, which became part of the Group in March 2000.
This acquisition complemented the initial purchase of Espace Champerret, some ten years ago
and the subsequent acquisition in 1999 of Cnit-La Défense and Carrousel du Louvre. This expansion
continued in 2001 with the acquisition of the Foyer de la Grande Arche in La Défense (9,500 m 2 )
and the integration of the Cœur Défense conference center facilities (3,330 m 2 ).
In less than three years, Unibail has achieved its aim of becoming a leading player in the
convention-exhibition market by operating 309,000 m 2 of event space located in Paris and
La Défense.
In conjunction with the development of this division, a new visual identity was created.
Since January 1, 2002, all these sites have been grouped together under the umbrella brand
‘Paris-Expo®’ and the corporate slogan “The Paris Meeting Points®”.
Foyer
A1 de l'Arche
Cnit
Cœur Défense
Conférences
La Défense
Espace Champerret
A1
A13
Paris
Carrousel du Louvre
A3
Hôtel Méridien Montparnasse
Porte de Versailles
A4
A6
15

CONVENTION-EXHIBITION CENTERS
Sound strategic foundations
Growth set to accelerate in tandem with economic
globalization
Growth in international trade and market globalization
have proved steady trends of the world’s economies
for a few decades.As a result, companies in all sectors
see their market boundaries expand across Europe,
if not worldwide. A company may have to look very
far to find its customers, while competitors, opportunities
and threats are also spread across a continent
or even globally.
Many companies look at exhibitions and conventions
as a highly effective platform for reaching their
customers, as well as rivals and potential partners.
Consequently, the underlying markets for Unibail’s
convention-exhibition centers are intrinsically
buoyant. This explains why a major share of the
division’s revenues is generated by recurring events,
which account for around 80% of the exhibitions
hosted by the Group’s sites.
Implementation of one strategic
division
Unibail aims to manage, operate and market its
different convention-exhibition centers as a single
coherent entity that can meet the needs of the
various customers.
The division already benefits from solid foundations.
< Carrousel du Louvre
> Cnit-La Défense
>The hall of Cnit
At the same time, as companies grow, conventions
become an essential means of bringing together
teams that are often separated by long distances.
Non-media communication is more and more
important
All companies are now operating in an increasingly
specialised and innovative environment. As their
products and processes respond to these changes,
advertising becomes more important in order to
reach new and existing customers.
In this context, non-media communication accounts
for an increasing proportion of overall communication
and advertising budgets. As an example, the split
between media and non-media activities is now 42%
vs 58% in France and 35% vs 65% in the US.
As a matter of fact, the largest events in France are
hosted by Unibail’s sites (public shows, such as the
‘Salon de l’Agriculture’, ‘Foire de Paris’ and ‘Mondial
de l'Automobile’, and trade fairs like the ‘Batimat’
building expo, ‘Salon du Meuble’ furniture show and
‘Semaine des Technologies de l'Information’ I.T.
exhibition).
Unibail’s expansion strategy involves enhancing
the quality of the facilities and services in order to
increase value creation and attract new events maximizing
occupancy rates.
Achieving these objectives means developing new
marketing tools; implementing a proactive marketing
policy; expanding the range of services offered to
customers; forming partnerships to develop new
packages; overhauling our information systems;
16

setting up an Internet portal and developing B-to-B
e-business activities.
The services offered by the different sites will
gradually be segmented so that each site offers the
best facilities for its relevant market segment.
The physical sites themselves will also have to evolve
in line with market requirements, drawing on the
Group’s real estate and administrative expertise.
From a straightforward renovation of an area to a full
reconstruction project, such as Hall 5 at Porte de
Versailles, each site will be analyzed in detail to
determine the enhancements needed and draw up
action plans implemented as part of a multi-annual
program. Furthermore, in addition to managing these
event-related activities, Unibail must maintain and
develop the property portfolio itself.
Partnership policy
In early-2001, as part of its corporate events activities,
Paris Expo decided to introduce a partnership
policy aimed at involving events agencies in the
project developments carried out at Unibail’s
convention-exhibition sites. Around fifteen partnership
deals have been signed with both French and
international events agencies.
Also in 2001, Paris Expo signed a partnership deal
with 'Yachts de Paris', enabling it to offer customers
cruises on the Seine as a novel setting for their
promotional events.
Unibail plans to pursue this partnership policy throughout
2002.
< FIAC - Porte de Versailles
Carrousel du Louvre
In 2001, the works program in this division mainly
focused on:
● Completing the renovation of Hall 1 at Porte de
Versailles,
● Completing the upgrade to the Cnit’s parking lots ,
● Applying for a building permit for the reconstruction
of Hall 5 at Porte de Versailles.
● Preparing a works program for the Foyer de l’Arche
at La Défense.
● Developing the Cœur Défense conference center.
Activities of Paris Expo
These division’s activities fall into three main categories:
● renting space to organizers of corporate or public
exhibitions, conventions and events.
● renting conference rooms, amphitheaters and multipurpose
spaces to companies organizing in-house
conventions, seminars, shareholders’ meetings, and
product launches...
● selling essential event-support services to customers
who have rented space (e.g. water, air-conditioning,
power supplies, lifting equipment, or video systems).
These services are either provided directly by the
division or outsourced to a third party.
17

A property portfolio highly concentrated in the Paris Central
Business Districts and its western oustskirts
Almost 1 million m 2 of office space
More than 4 million visitors every week
in Unibail’s shopping centers
More than 850 events organized
every year in Unibail’s
convention-exhibition centers
Saint-Ouen
Office properties
Shopping centers
Convention-exhibition centers
La Défense
Levallois-Perret
Neuilly
17 e 8 e 9 e 2 e
16 e 15 e 11 e
Paris
1 e
Boulogne-
Billancourt
Issy-les-Moulineaux
13 e
18

PROPERTY PORTFOLIO
Property portfolio breakdown by value and floor space per sector
At year-end 2001, figures according to consolidation
Paris and CBD* of
Paris Region
In value West Paris outskirts (other) French Provinces Total in %
Office Buildings 4,553 87 2 4,642 63%
of which CBD* 1,265
of which Paris-La Défense 2,384
of which Neuilly-Levallois-Boulogne-Issy 727
Shopping Centers** 1,091 368 740 2,199 30%
Convention-Exhibition Centers 486 486 7%
TOTAL (€ million) 6,130 455 742 7,327 100%
84% 6% 10% 100%
Paris and CBD* of
Paris Region
In floor space West Paris outskirts (other) French Provinces Total in %
Office Buildings 862,453 88,407 14,772 965,632 53%
of which CBD* 229, 523
of which Paris-La Défense 423,667
of which Neuilly-Levallois-Boulogne-Issy 145, 534
Shopping Centers** 222,865 77,509 175,410 475,784 27%
Convention-Exhibition Centers 366,067 366,067 20%
TOTAL (m 2 ) 1,451, 385 165,916 190,182 1,807,483 100%
80% 9% 11% 100%
* Central Business District
** Except Strasbourg and Ilot Bonnac shopping centers, under construction
A property portfolio valued
at 7.3 billion euros
A total area of
1.8 million m 2
7%
Convention-
Exhibition Centers
30%
Shopping Centers
27%
Shopping Centers
20%
Convention-
Exhibition Centers
63%
Office Buildings
53%
Office Buildings
19

PROPERTY PORTFOLIO
Office Portfolio * as at December 31, 2001
Total floor space
Refurbishment (R) Total space Parking % of according to Main Tenants
Acquisition date Construction (C) per asset (m 2 ) spaces consolidation consolidation (m 2 ) (in terms of rental income)
Paris and CBD of Paris western outskirts
Paris 1
39-41, rue Cambon 2001 R 1991 16,901 200 100% 16,901 Euronext
34-36, rue du Louvre 1976 R 1989 3,788 100% 3,788 BNP-Paribas
6, rue Pierre Lescot 1981 R 1981 1,940 100% 1,940 Foot Locker
Paris 2
Palais du Hanovre, Bd des Italiens 1999 (2) R 1996 18,115 174 100% 18,115 AXA
108, rue de Richelieu 1986 R 1987/01 3,504 14 100% 3,504 Delivery in January 2002
12, rue du Mail 1985 R 1996 1,622 100% 1,622 Socpresse (Le Figaro)
Paris 8
23-29, avenue de Messine/Monceau/Murat 2001 R 2005 80,215 622 100% 80,215 Under refurbishment (3M Project)
Cité du Retiro 1999 (2) R 2002 21,188 260 100% 21,188 Under refurbishment-pre-let to Cartier
50, avenue Montaigne 1995 R 1993 13,218 216 100% 13,218 Disney Consumer Products
5, boulevard Malesherbes 1999 R 2000 8,444 2 100% 8,444 Unibail’s headquarters
31, rue du Colisée 1999 (1) C 1972 6,200 149 100% 6,200 Havas
16, rue de Monceau 1981 R 1999 3,972 14 100% 3,972 Nexans
44-46, rue de Lisbonne 1999 (2) R 1994 3,906 100% 3,906 H4 Valorisation et Sofilo (EDF Group)
137, rue du Fg St Honoré 1978 R 1994/97 3,905 19 100% 3,905 Lindt
27-29, rue de Bassano 1978 R 1981 1,615 100% 1,615 Chantrier et Associés
52, rue de Lisbonne 1999 (2) R 1999 1,514 4 100% 1,514 Moët Hennessy
Paris 9
11-15, rue Saint-Georges 1991 R 1993 7,655 153 100% 7,655 Groupama,…
1, rue Saint-Georges 1991 R 1993 2,840 117 100% 2,840 Thomson,…
Paris 16
7, place du Chancelier Adenauer 1999 (2) C 1992 12,048 150 100% 12,048 Péchiney
42, avenue d'Iéna 1998 R 1991 1,749 3 100% 1,749 Sun Microsystems
Paris 17
189, boulevard Malesherbes 1999 (2) C 1990 6,528 105 100% 6,528 Eurest
70, boulevard de Courcelles 1999 (2) R 1988 4,839 104 100% 4,839 Otor Participations
67, avenue de Wagram 1999 (2) R 1988/90 3,817 40 100% 3,817 Delivery in January 2002
Sub-total Paris Central Business District 229,523 m 2
92 Paris-La Défense
Cœur Défense 1998 C 2001 181,817 (3) 2,800 100% 181,817 AXA-IM, Cap Gemini E&Y, CCF-HSBC,…
Espace 21 (Les Villages) 1999 (1) C 1993 57,400 820 100% 57,400 Société Générale, Vivendi Environnement,…
Tour Ariane 1999 (1) C 1975 56,500 218 100% 56,500 Crédit Lyonnais, Société Générale…
Cnit (offices) 1999 (2) C 1989 46,012 455 100% 46,012 Espace Elec, CFPB, Essec,…
Immeuble Michelet-Galilée 1999 (1) C 1986 33,405 127 100% 33,405 Total Fina Elf
Tour Europe 2000 C 1975 27,528 100 100% 27,528 OCDE, PMU,…
70-80, av. Charles de Gaulle 1999 (2) C 1988 21,005 575 100% 21,005 Wyeth Lederle, Clariant
Sub-total Paris-La Défense 423,667 m 2
92 Neuilly-sur-Seine
2, rue Ancelle 1996 R 1995 15,570 170 100% 15,570 Gras Savoye
115-123, avenue Charles de Gaulle (“Le France”) 1996 R 2000 15,100 168 100% 15,100 AOL Time Warner
41, rue Ybry 1990 R 1996 14,847 290 100% 14,847 Arthur Andersen
136, avenue Charles de Gaulle 1999 (1) C 1992 11,977 260 100% 11,977 Arthur Andersen
168, avenue Charles de Gaulle 1984 R 1995 7,506 126 100% 7,506 BNP-Paribas
92 Levallois
125, avenue du Président Wilson 1992 C 1992 6,881 179 100% 6,881 Guerlain
141, rue Jules Guesde (La Chocolaterie) 1987 R 1994 6,236 91 100% 6,236 Séphora
35, rue d'Alsace - Courcellor 1976 C 1973 3,264 85 100% 3,264 Promodès
126, rue Jules Guesde 1988 C 1970 2,791 56 100% 2,791 Relais H
92 Boulogne
40-42, quai du Point du jour (“Quai Ouest”) 1996 C 1993 15,883 372 100% 15,883 Network,…
92 Issy-les-Moulineaux
34-38, rue Guynemer 1999 (2) C 1988 45,479 900 100% 45,479 Accor, Sybase,…
Sub-total Neuilly-Levallois-Boulogne-Issy 145,534 m 2
Other office buildings in Paris
Paris 11
99, rue du Faubourg Saint-Antoine 1995 R 1996 5,000 100% 5,000 Monoprix
Paris 13 - Seine Rive Gauche
Tolbiac-Masséna (4) 1989 C 1989 42,101 579 65% 27,366 BNP-Paribas et SAT (Sagem)
Paris 14
Gaité-Montparnasse (offices) 1998 C 1974 6,570 2,227 (5) 100% 6,570 Le Point
Paris offices (other)
1 asset (for 1.4 million euros) 918
Total offices in Paris and CBD of Paris western outskirts 838,578 m 2
Other Paris property assets
Paris 8
23, boulevard de Courcelles 1999 (2) R 1989 12,000 100% 12,000 Concession Renault
Paris 15
40 ter , avenue de Suffren 1999 (2) R 1982 11,875 100% 11,875 Concession Volkswagen
Total Paris and CBD of Paris western outskirts 862,453 m 2
Office buildings in the Paris region
78 St-Quentin-en-Yvelines
Guyancourt, Chemin des Chênes 1986 R 1995 8,250 300 100% 8,250 Nortel Networks
93 Saint-Ouen
48, rue Albert Dalhenne 2000 C 1997 16,421 353 100% 16,421 Alstom Transport
Other
11 assets (for 41.7 million euros) 63,736
Sub-total of office buildings of the Paris region 88,407 m 2
French Provinces (5 assets for 2.6 million euros) 14,772
Total 965,632 m 2
* and related : shop units in an office building, light-industrial spaces, appartments
(1) Acquisition from the Vivendi Group
(2) Acquisition from Crossroads Property Investors
(3) The surface given includes the conference center (3,330 m 2 )
(5) The Gaité Montparnasse private parking lot is shared between the offices, the Hôtel Méridien and the Shopping Arcade Gaité
20
(4) Jointly held property

PROPERTY PORTFOLIO
Shopping Center Portfolio
as at December 31, 2001 Shopping Complexes Shopping Centers
Catchment Number of Estimated GLA
area* visitors overall turn- Construction- of the Total space
GLA of the whole Parking (in million (in million over of the Acquisition refurbishment shop units % of according to
complex (m 2 ) spaces people) people) complex (€ m) date date (R) (m 2 ) % Unibail (1) consolidation consolidation
Shopping centers in Paris and its western outskirts 222,865 m 2
Paris-La Défense (92)
Les Quatre Temps 108,000 6,500 3 28 686 1992/95 1981 104 000 53% 100% 104,000
Auchan,11 Mus and 200 shops
Colline de la Défense 15,500 ns 1999 (2) 1992 15 500 100% 100% 15,500
Under restructuration with les Quatre Temps
Cnit: Shopping Arcade 1999 (2) 1989 10 995 100% 100% 10,995
FNAC, 28 shops and many restaurants
Paris 1
Le Forum des Halle: FNAC, 57,000 2,100 4.2 41 457 1994 1979/86 57,000 65% 100% 57,000
10 Mus, 180 shops and Ciné-cité UGC R 1996
Carrousel du Louvre:
4 Mus, 50 shops and a food court 9,200 700 (3) 6 55 1999 (2) 1993 9,200 100% 100% 9,200
Paris 9
Printemps de l'Homme: Department store (PPR Group) 13,870 ns 1993 1999 13,870 100% 100% 13,870
Paris 14
Galerie Gaité : 4 Mus and 20 shops 12,300
(4)
0.7 61 1998 1976 12,300 100% 100% 12,300
R 2000/01
Other shopping centers in the Paris region 77,509 m 2
Rosny-sous-Bois (93)
Rosny 2: Carrefour, BHV, 9 Mus, 106,000 7,000 2 13 564 1994 R 1997 31,678 26% 26% 8,236
190 shops and a cinema complex 2001 3,000 100% 100% 3,000
Vélizy (78)
Vélizy 2: Auchan, Le Printemps and 8 Mus, 102,000 7,200 2.5 15 860 1994 1972 28,200 54% 54% 15,228
150 shops and 7 cinémas
Sénart (77)
Carré Sénart: Center under construction 65,000 5,700 0.9 1994/99 2002 42,000 100% 100% 42,000
Carrefour, 15 Mus, 115 shops
Les Ulis (91)
Ulis 2: Carrefour, 6 Mus and 110 shops, 47,000 3,200 0.6 9.2 442 1994 1973 20,100 45% 45% 9,045
4 cinémas R 1998
Shopping centers in the French Provinces 175,410 m 2
Calais - Coquelles (62)
Cité Europe: Carrefour, 10 Mus and 130 shops, 73,000 3,650 4.6 11 396 1995 1995 49,600 50% 50% 24,800
a food court and a cinema complex
Lille (59)
Euralille: Carrefour, 10 Mus and 110 shops, 67,000 2,900 2.5 14 244 1994 1994 40,400 40% 40% 16,160
a food court and a leisure complex
Grand Place: FNAC, 15 shops 8,000 340 1992 1992 8 000 10%
Dijon (21)
La Toison d'Or: Carrefour, 7 Mus and 130 shops, 56,000 3,500 0.5 7.5 305 1994 1990 31,450 100% 100% 31,450
an aquatic center
Toulouse (31)
Labège 2: Carrefour, 3 Mus and 90 shops 43,000 2,850 0.8 7 244 1994 1983/92 11,000 100% 100% 11,000
Bayonne (64)
BAB 2: Carrefour, 3 Mus and 80 shops 37,000 2,500 0.7 7 244 1994 1982 11,000 90% 100% 11,000
Bordeaux (33)
Mériadeck: Auchan, 35,000 1,500 0.8 11 167 1994 1980 27,600 61% 100% 27,600
7 Mus and 80 shops R 2000
Lyon (69)
Saint-Genis 2: Auchan, BHV and 65 shops 29,000 1,800 0.3 5 1994/96 1981 5,500 100% 100% 5,500
Marseille (13)
Bonneveine: Carrefour, 2 Mus, 27,000 1,000 0.3 9 198 1986 1983 9,800 100% 100% 9,800
75 shops and 5 cinémas
Orléans (45)
Place d'Arc: Carrefour, 4 Mus and 60 shops 27,000 750 0.4 12 122 1988 1988 11,700 73% 100% 11,700
Nice (06)
Nice Étoile: FNAC and Habitat, 19,000 1,200 0.6 152 2000 1982 14,600 100% 100% 14,600
3 Mus and 88 shops R 1993
Limoges (87)
Saint-Martial: Champion, 7 Mus and 60 shops 18,000 800 0.6 3.5 70 1989 1989 11,800 100% 100% 11,800
Total 475,784 m 2
Shopping centers project development
Strasbourg (67)
Strasbourg-Étoile: Leclerc, 15 Mus, 50 shops 25,000 1,300 0.5 2004 25,000 100%
Bordeaux (33)
Îlot Bonnac 6,000 130 2005 6,000 100%
Calais-Coquelles (62)
Marques Avenue (on the site of Cité Europe) 12,500 825 2 003 12,500 70%
*
at less than 30mn from the center MUS : Medium Sized Units
(1)
Unibail's interest in floor area and rents
(2)
Part of the Vivendi asset acquisitions
(3)
The Carrousel du Louvre parking lot is shared between the shopping center and the exhibition space
(4)
2 227 parking spaces for the whole Gaité Montparnasse complex (Hôtel Méridien, Shopping Arcade Gaité and offices)
Convention-Exhibition Center Portfolio
as at December 31, 2001 Construction Total Number of
Acquisition Refurbishment Parking space per % of visitors (in
date date (R) spaces % Unibail (1) asset (m 2 ) consolidation million people)
Paris and Paris-La Défense
Paris Expo- Paris 15 Porte de Versailles: 8 exhibition halls (from 5,000 to 70,000 m 2 ), 2000 6,500 96% 226,000 100% 6.3
20 conference rooms of which 3 auditoriums
Cnit - La Défense: exhibition and convention space (43,259 m 2 ) and an Hotel 1999 (2) 1989 714 100% 53,540 100% 6.0
Foyer de l’Arche - La Défense 2001 100% 9,500 100%
Espace Champerret - Paris 17: exhibition space (Fairs and Trade shows) 1989/1995 1989 1,800 (3) 100% 9,200 100% 0.8
Carrousel du Louvre (exhibitions) - Paris 1: exhibition space (Fairs and Trade shows) 1999 (2) 1993 700 (3) 100% 7,125 100% 0.3
Sous Total 305,365 m 2
Hôtel Méridien-Montparnasse - Paris 14: Hotel, a conference center and a private parking lot (4) 1998 1974
(4)
100% 57,372 100%
362,737 m 2
Cœur Défense Conference Center: Space included in the Office Portfolio 2001 100% 3,330 100%
* Total space according to consolidation as well
21
(1) Unibail's interest in floor area and rents
(2) Part of the Vivendi assets acquisition
(3) The parking lot does not belong to the Group
(4) 2,227 parking spaces for the whole Gaité Montparnasse complex (Méridien Hotel, Shopping Arcade Gaité and offices)

Management’s Discussion and Analysis
23 Business Review
29 Profit and Recurring Cash Flow
31 Net Asset Value
36 Financial Resources
39 Human Resources
40 Corporate Governance
22

BUSINESS REVIEW
BUSINESS REVIEW
Office Properties
The office property market in 2001
In 2001, the Paris and Paris region office markets recorded a decline
in demand, dropping from 2.5 million in 2000 to 1.7 million m 2
in 2001.
This slowdown stems from three factors:
• A long-term shortage of available office space, particularly
prime-quality space in the most sought after locations within
the Paris Central Business District;
• A lengthier decision-making process for companies, due to the
global economic slowdown and high rents;
• Numerous pre-lettings in 2000.
The volume of immediately available office space increased in
2001, but is still extremely low, with an average vacancy rate
comprised between 2.7 and 3.1% 1 .The fluidity level is commonly
estimated at 5% (and 6% in some cases).
Future supply of office space (both definite and probable) is set to
remain very low, with under 5 million m 2 of new developments due
to be completed over the next four years.
Rental income continued to rise over the first half of 2001, before
stabilizing in the second half. At year-end 2001, rental income had
increased by 9% compared with year-end 2000. The average rent (1)
recorded for new or refurbished properties amounted to € 365
per m 2 in the Ile-de-France region and € 646 per m 2 in the Paris
Central Business District. A few transactions commanded as much
as € 655 per m 2 in La Défense and € 838 per m 2 in Paris 8, these
buildings represent the very top end of the market.
The office investment market witnessed record volumes for the
fourth year running, with around € 9 billion (1) being invested in 2001
(up 13 to 18% compared with 2000, depending on different
estimates). Around half these transactions targeted properties
located in the Paris Central Business District, its western outskirts
and in La Défense.
The property outsourcing and disposal strategies adopted by many
major companies was the main driving force behind this investment
growth, with France Telecom, Thalès and EDF leading the way.
We note a very slight upturn in yields since January 2001, which
now range between 6.3 and 7.5% for the Paris Central Business
District and between 6.5 and 7.75% for its western outskirts.
Foreign buyers were the most active players in 2001 with 68% of
the transactions, with a particularly strong presence of North
American and German investors.
2001 financial performance
Office Portfolio Net Operating Income (€m) 1999 2000 2001
Rental Income 84.8 159.5 229.0
Net operating expenses -8.3 -12.4 -12.6
Asset management costs -2.4 -2.4 -2.7
Net Operating Income – Office Portfolio 74.1 144.7 213.6
+95.2% +47.7%
(1)
Data : Auguste-Thouard, Insignia-Bourdais and CB-Richard Ellis for the Ile-de-France Region
The key events for Unibail in 2001 included the completion of the
Coeur Défense complex and the acquisition of the former EDF
headquarters in Paris 8 (3M project).
The Coeur Défense project was 78%-owned by Unibail as at yearend
2001 and was completed on May 22, 2001, after 32 months of
building works and a seven-week delay compared with the original
schedule. After obtaining approval from the French Safety
Commission and receiving the Compliance Certificate, tenants took
possession of their premises to proceed with their individual
fitting-out projects and the first occupants moved into the building
in June 2001. As at end-December 2001, 94% of the space was
occupied by blue-chip tenants:
• Crédit Lyonnais 36,347 m 2 • CCF-HSBC 14,400 m 2
• Société Générale 26,700 m 2 •People Soft 6,500 m 2
• Axa 24,100 m 2 • SIFF-Energies (EDF) 4,250 m 2
• ING 19,800 m 2 • Microsoft 1,700 m 2
• Cap Gemini E&Y 16,800 m 2
In addition, two Unibail subsidiaries, Cnit-Expo and S2B, operate
the conference center and provide facility management services
respectively.
The project development was finished after its estimated
completion date, consequently Unibail enforced the penalty clause
within the contract with Bouygues, the construction company.
In conjunction Unibail had to pay penalties and compensation to
some tenants.
As at January 15, 2002, all disputes with the construction company
and the various tenants had been resolved, apart from a pending
dispute with ING.
From an accounting viewpoint, penalties received from Bouygues
have been recorded on the income statement to offset the € 9m
in lost rental income resulting from the seven week delay in the
building’s availability, together with the penalties and
compensation owed to tenants. The remainder has been recorded
as a provision for liabilities, which covers the one dispute that
remains outstanding.
Coeur Défense generated € 55.1m in gross rental income during its
seven months of operation in 2001.
Excluding Coeur Défense, 33 new leases were signed, generating
€ 15.4m in full-year rental income. Of these leases, 11 are for firm
periods of at least six years, continuing to secure future rental flows.
Seven leases expired in 2001 and were renewed with no change to
the contracted surface area. These leases represent a combined
rental value of € 1.1m, corresponding to a 24% increase.
Gross rental income rose by € 69.4m on the previous year.
This increase breaks down in the following way:
• € 55.1m from Coeur Défense;
• € 12.2m from the full year impact of 115-123 avenue Charles
de Gaulle in Neuilly (let to AOL-Time Warner); 16 rue de
Monceau in Paris 8 (let to Nexans); and 3-5 boulevard
Malesherbes in Paris 8 (Unibail headquarters with retail
premises at ground-floor level).
• € 7.4m generated by the following acquisitions:
23

BUSINESS REVIEW
24
(2)
-In 2000: the Dalhenne building in Saint-Ouen (Alstom
Transport headquarters); 21 floors of the Tour Europe building
in La Défense; and increased stakes in the Tolbiac-Masséna
complex in Paris 13 and Quai Ouest building in Boulogne.
- In 2001: 39-41 rue Cambon in Paris 1 (Euronext
headquarters); the remaining 50% stake in the jointlyowned
building at 168 avenue Charles de Gaulle in Neuilly;
and the last floors of the Tour Europe building; as a result,
Unibail regained full ownership of the latter two buildings.
• € -6.4m in lost rental income as a result of properties sold in
2000 and 2001.
• € -2.9m in lost rental income due to the following properties
being renovated: Tour Ariane building in La Défense, 137 rue du
Faubourg St Honoré (Paris 8), 67 avenue de Wagram (Paris 17)
and Quai Ouest building in Boulogne.
The remaining € 4m difference stems from the impact of other
relettings, lease renewals and rent indexation.
At year-end 2001, the potential rental from vacant space
amounted to € 11.4m, resulting in a 4.6% financial vacancy rate.
Approximately 2.4% of this rate is due to Coeur Défense, 1.2%
comprises ‘strategic’ vacancies (space reserved for value
enhancement operations, mainly within Cnit). The remaining 1%
corresponds approximately to the vacancy rate at year-end 2000.
Several buildings underwent major renovations in 2001:
• 108 rue de Richelieu (Paris 2) and 67 avenue de Wagram
(Paris 17), which were delivered in early 2002, representing a
potential rental income of € 4.8m.
• The Tour Ariane building in La Défense, renovated several floors
at a time, with potential additional rents of € 3.2m.
• The Quai Ouest building in Boulogne and 137 rue du Faubourg
St Honoré in Paris 8.
• Tour Europe in La Défense, which is currently being refurbished
in conformity with the highest French standards. A lease has
already been signed with the OECD, which is due to occupy the
premises in 2002 and gradually expand into other floors of the
building. This project is a good example of the way Unibail
creates value, by acquiring full ownership of the building and
attracting a prime tenant.
Including Cité du Retiro, where Cartier plans to open its
international headquarters in May 2002, and excluding the 3M
project, the properties undergoing construction or renovation
represent a potential € 25m increase in Unibail’s full-year
rental income.
Net operating expenses for the office portfolio rose to € 12.6m
against € 12.4m in 2000. On a like-for-like basis, the ratio Net
rental income/Gross rental income improved from 92.4% in 2000
to 94.5% in 2001.
Overall net rental income for 2001 amounted to € 216.3m, up
47% on the previous year.
On a like-for-like basis, net rental income increased by 5.8%
compared with 2000.
This growth breaks down as follows:
• Impact of lease renewals and relettings: 2.4%. This is an
outstanding increase given the very low vacancy rate for these
properties at end-2000 and the limited number of leases that
expired in 2001. There is still further scope to increase rents
as more leases expire over the next few years.
• Effect of rental indexation: 1.3%. The significant rises in the ICC
Building Cost Index during the past few quarters has not yet
had a full impact as indexation is applied on the anniversary
dates of the lease agreements.
• A reduction in expenses incurred by the owner, mainly through
a higher proportion of costs charged back to tenants: 2.1%.
After deducting asset management costs, Net Operating
Income for the Office Portfolio rose to € 213.6m in 2001, up
47.7% compared with € 144.7m in 2000.
During 2001, Unibail invested a total of € 480.3m in office
property. This figure breaks down as follows:
• € 279.7m for new acquisitions:
- SCI Cambon, the company that owns the 16,900 m 2 office
building (Euronext headquarters) located at 39-41 rue
Cambon in Paris 1.
-The 80,000 m 2 office complex located at avenue de Messine,
between rue de Messine and rue Louis Murat (Paris 8), called
the 3M project. This building was the former EDF headquarters
and is about to undergo a major renovation project due to be
completed in 2005.
• € 41.5m has been invested in regaining full ownership of three
properties, which will create significant value for the Group:
-Acquisition of the four remaining floors in the Tour Europe
building.
- Purchase of the remaining 50% stake in the jointly-owned
building at 168 avenue Charles de Gaulle in Neuilly.
-Acquisition of the remaining areas in the Quai Ouest building
in Boulogne.
• € 142.9m in works, mainly covering the final stages of the
Coeur Défense project and the remainder of the Cité du Retiro
development project in Paris 8.
In addition to these investments, € 16.2m in financial expenses were
incurred during the construction period and recorded as fixed assets.
On February 19, 2002 (2) , Unibail signed an agreement with the
minority shareholders of Tanagra (the developer and builder of the
Coeur Défense project) to purchase their stakes.
15 assets were sold in 2001. The main properties were:
• 7 rue St Georges - Paris 9,
• Four floors of the Maine-Montparnasse tower in Paris 15.
These disposals totalled € 62.1m and generated a € 23m capital
gain, net of fees and charges. The combined selling price of these
properties was slightly higher than the latest valuers’ appraisal, as
used to calculate Net Asset Value per share.
Proceeds from the sale undertakings signed in December 2001 for
the ‘La Chocolaterie’ building in Levallois and 23 avenue de Messine
(Paris 8) will be recorded during full-year 2002 and will bring the
total amount of disposals agreed in 2001 to € 106.3m, or a € 46m
capital gain.
Shopping Centers
The shopping center market in 2001
After reaching outstanding levels in 2000, consumption remained
very robust in 2001, despite a more erratic performance during the
See appendices "events occurred since year-end 2001.

BUSINESS REVIEW
second half. Overall household expenditure rose sharply by 2.9%
in value terms, according to the Insee Index.
Retail sales increased by 2% in 2001, driven by the buoyancy in
consumer electronics, health & beauty, leisure & education,
services and the household equipment sectors.
A survey by Sociovision/Cofremca confirms the strong appeal for
shopping centers among the French public and highlights their
ability to attract the most trend-conscious consumers with the
most dynamic spending patterns.
Against this background, the shopping centers in Unibail’s portfolio
recorded 4.5% sales growth in 2001, once again outperforming
their benchmark indices. Proactive sales strategies coupled with the
inherent quality of each center have driven this growth.
By focusing on buoyant consumer sectors, Unibail’s shopping
centers have achieved a greatly improved sales performance in
health and beauty (+9.8%), services (+10%), sports goods (+5.9%)
and educational products (+4.7%). Even clothing recorded a 5%
growth compared with 0.2% for the French market as a whole
(Banque de France data).
The demand for prime retail space from major national and
international chains remained very strong during 2001. Lease
transactions commanded high rents, matching their end-2000 levels.
Many of these large companies opened outlets in Unibail’s
shopping centers in 2001, including Planète Saturn (Métro group),
Virgin, Zara, H&M, Mango, Nature et Découvertes, Résonances,
Yves Rocher, Marionnaud, Timberland, Quicksilver and Maison du
Monde.These chains will provide additional sources of sales growth
from 2002 onwards.
Rents achieved through letting activities in 2002 are set to remain
high, certainly in line with the previous year. Market corrections
could reduce the cost of key-money, encouraging these dynamic,
progressive chains to expand further.
In terms of investment, the shopping center market was
characterized by a severe shortage of product in 2001. The only
major transaction was the sale of the Trema portfolio,
predominantly comprising Italian assets. As publicly known, the sale
of the Parinor shopping center is due to be finalized in the first
quarter of 2002, based on an initial yield of under 6%.
2001 financial performance
Shopping Center Portfolio Net Operating Income (€m) 1999 2000 2001
Rental income 103.3 121.7 139.9
Net operating expenses -15.3 -16.5 -19.8
Ground rents -4.0 -3.7 -3.4
Asset management costs -0.6 -0.6 -0.3
Net Operating Income - Shopping Center Portfolio 83.3 100.9 116.3
+21.2% +15.2%
Unibail’s shopping center portfolio generated in 2001 € 139.9m of rental
income, up 14.9% compared with € 121.7m in 2000.
This increase stems from:
• The acquisition of the Nice Etoile shopping center in October
2000, which generated € 10m in full-year rental income in
2001, € 0.8m higher than in 2000.
• The opening of the Gaîté Montparnasse shopping center in
September 2001, following its refurbishment and re-letting, which
generated € 1.1m in additional rental income compared with 2000.
• The acquisition of a co-ownership interest in the Toison d'Or
shopping center in Dijon generated € 0.3m in additional rental
income.
On a like-for-like basis, gross rental income rose by 7.4% compared
with 2000.
The strongest growth was recorded by the Forum des Halles in Paris
(+13.2%), Mériadeck in Bordeaux (+18.1%) and Carrousel du
Louvre in Paris (+13.4%).
During 2001, 153 new leases were signed (excluding Carré Sénart),
while 50 lease renewals and 59 terminations were negociated.
These figures reflect stronger performance than in 2000 (136 leases
signed, 55 renewed and 45 terminated).
The new or renewed leases represented over 56,000 m 2 in retail space
and increased full-year rental income by € 7.4m. Lease renewals
generated a 53.6% increase in rents, compared with 32% in 2000.
Letting activities were mainly focused on Les Quatre Temps
(La Défense), the Forum des Halles and Gaîté Montparnasse.
The financial vacancy rate for Unibail’s shopping center portfolio
came to 3.9% at year-end 2001 (vs 4.1% at year-end 2000),
representing € 4.7m in full-year rental income. Just over 40% of
these vacancies were ‘strategic’ (deliberately kept free for
refurbishments or tenant mix renewal). This applies notably to Les
Quatre Temps, the Forum des Halles, Mériadeck in Bordeaux and
Rosny 2.
Recurring operating expenses remained virtually flat compared
with the previous year at € 13.6m.
Net key money payments in 2001 amounted to € -0.5m, after
deducting the compensation paid for evictions, down on the
previous year (€ 1.3m). In addition, only € 2.8m in major works
expenses were charged to tenants, compared with € 3.2m in 2000.
This brings the total amount of property-related expenses for the
shopping center portfolio to € 11m in 2001, vs € 8.5m in 2000.
Management fees invoiced by Espace Expansion came to € 8.4m in
2001, compared with € 7.7m in 2000. These rose in tandem with
invoiced rents and the number of letting transactions completed.
Provisions for doubtful accounts stood at € 0.3m, as in 2000,
amounting to 0.2% of the total amount invoiced (i.e. rents plus
service charges). This rate can be considered as an absolute
minimum, reflecting the quality of Unibail’s tenants.
Overall net rental income totalled € 116.6m, showing a 14.9%
increase over 2000.
On a like-for-like basis, net rental income was up 6.5% compared
with 2000 (or 8.7% excluding non-recurring income and charges).
The ratio Net rental income/Gross rental income decreased slightly
to 83.5% in 2001 vs 84.2% in 2000 which recorded a more
favourable balance between non-recurring charges and income.
After taking into account asset management costs, Net
Operating Income for the Shopping Center Portfolio rose to
€ 116.3m in 2001, up 15.2% compared with € 100.9m in 2000.
25

BUSINESS REVIEW
Unibail did not sell any of its shopping centers in 2001, as almost all the
assets in this portfolio remained perfectly consistent with the Group’s
strategy.
Over full-year 2001, the Group invested € 107.5m in shopping
centers. This figure breaks down as follows:
• € 5.3m for the acquisition of an increased stake in the Place
d'Arc shopping center in Orléans (from 63% to 73%).
• € 16.2m for the purchase of additional co-ownership interests
in four shopping centers: St Martial in Limoges, La Toison d'Or
in Dijon, Rosny 2, and Bonneveine in Marseilles.
• € 18.6m in renovation works, mainly in the Forum des Halles
and Gaîté Montparnasse.
• € 64.8m in other major refurbishment and construction
projects including:
- Ongoing construction works at the Carré Sénart shopping
center in the south of Paris, which is due to open in
September 2002. This 65,000 m 2 complex is based on an
innovative concept that emphasizes nature and quality
living. Its pre-letting phase is now virtually complete (86%
of its total area was already pre-let as at year-end 2001).
-The launch of the renovation and extension project at the
Quatre Temps shopping center in La Défense. Unibail has
received approval from the CNEC (French Commission for
Cinema Facilities) for the development of a 16-screen
cinema complex on the Colline de la Défense site, to be
linked to the existing shopping center.A 4,000 m 2 restaurant
facility will also be integrated with this cinema complex.
Furthermore, this project frees up the existing premises
occupied by the UGC cinema chain, where 15,000 m 2 of
additional retail space will be developed. The whole project
is due for completion in 2004.
Lastly, the Strasbourg Etoile shopping center development project
should eventually be launched in the first half of 2002, after having
faced a series of administrative hurdles.
Convention-Exhibition Centers
The market for convention-exhibition centers
in 2001
The market for convention-exhibition centers is influenced by
specific scheduling factors, which means that even-numbered years
tend to perform better than odd-numbered years. Consequently,
the market registered 2001 revenues lower than in 2000.
Unibail is not immune from this market characteristic. For example,
the largest shows hosted at the Porte de Versailles and Carrousel
du Louvre sites (‘Mondial de l’Automobile’ and ‘Biennale des
Antiquaires’ respectively) are held during even-numbered years.
For exhibitions held during the last quarter of 2001, we notice the
following key trends:
• A slight decrease in ‘square-meter occupancy days’ in the Ile-de-
France region in 2001 compared with 2000;
• Steady, if not increasing, visitor numbers for public exhibitions;
• A decline in visitor numbers for professional trade fairs,
although the overall revenues generated by these events are
apparently no lower than in 2000. In other words, fewer visitors
are generating just as much business, to the satisfaction of
exhibitors.
Despite the impact of tougher economic conditions, we note a
strong performance by public exhibitions, although NICT (New
Information and Communication Technologies) events experienced
some pressure. The events of September 11 had a limited impact,
with the cancellation of only three exhibitions in Unibail’s sites.
2001 financial performance
The 2001 highlights for Unibail’s convention and exhibition division
were as follows:
• The development of a fully-integrated organization for this
division, reflected by the following initiatives:
-Introduction of a unified management structure, based on a
common General Secretariat and Marketing-Communication-
Quality department;
-Definition of a sales strategy that encourages synergies
between the complementary sites, all coordinated by a single
sales team.
- Extension of the umbrella brand "Paris Expo – The Paris
Meeting Points" to all sites and the creation of a common
visual identity which will be fully operational from the first
quarter of 2002.
• Acquisition of two new sites:
-The Coeur Défense conference center, which enjoyed a
promising start-up phase in the fourth quarter of 2001.
-“The Foyer de l'Arche”, comprising a gross area of 9,500 m 2
at the ground level of the Arche de la Défense.This space was
acquired by the Group in September 2001 and will be put
back into operation at year-end 2002, after renovation works.
Results from the convention and exhibition division are split into
two components: i) rental activities (recorded under ‘Property
investment’ in the Group’s income statements); and ii) sales of
services provided at these sites, together with site management
activities (recorded under ‘Property services’ in the income
statements).
Rental revenues from convention and exhibition centers comprise:
1. Rental charges for the space occupied by event organizers
(including mandatory support costs invoiced to both
organizers and exhibitors).
2. Revenues from hourly-rate car parks on these sites.
3. Rents paid by Unibail’s two trading subsidiaries which
manage the Cnit’s hotel and restaurant premises.
4. Rents from the Méridien-Montparnasse hotel.
Convention-Exhibition Centers
Net Operating Income (€m) 1999 2000 2001
Rental income 15.0 75.8 87.1
Net operating expenses -2.1 -24.1 -29.1
Ground rents -0.4 -6.9 -8.4
Asset management costs - - -
Net Operating Income –
Convention-Exhibition Centers 12.5 44.9 49.6
ns 10.5%
26

BUSINESS REVIEW
Rental revenues from convention-exhibition centers
2001 rental income amounted to € 87.1m, up 14.9% on the
€ 75.8m in 2000.
Approximately € 10.2m of this € 11.3m increase stems from the
fact that Paris Expo-Porte de Versailles was consolidated in March
2000 and made its first full-year contribution in 2001, compared
with ten months in 2000. On a comparable full-year basis, rental
income from this site increased by € 2.1m between 2000 and 2001.
We note the following key trends for each of the sites in this division:
Expositions’ concession at Porte de Versailles. These expenses rose to
€ 8.4m in 2001, vs € 6.9m in 2000.
Net Operating Income for the Convention-Exhibition Division
rose to € 49.6m in 2001, up 10.5% compared with € 44.9m
in 2000.
After adjusting for changes to the scope of consolidation in 2001
(by calculating Paris Expo-Porte de Versailles’ contribution on a
12-month basis in 2000), pro forma Net Operating Income rose by
1% between 2000 and 2001.
• A very strong performance by Porte de Versailles in terms of
both revenues and Net Operating Income, despite the two-year
seasonality mentioned above.The main events in 2001 were the
Batimat building trade fair, the Foire de Paris and the furniture,
agriculture and boat shows. The ‘Mondial du Deux Roues’
international two-wheeler show achieved record visitor rates,
despite opening after the September 11 events;
• Rental income from Cnit rose by 13.9% compared with 2000.
The site hosted 15 more shows than in the previous year,
including 10 new events. As a result, the proportion of revenues
generated by corporate events decreased slightly;
• Espace Champerret posted a slight increase in revenues due to
five new exhibitions, four of which were open to the public;
• The Carrousel du Louvre recorded an 18.8% decline in revenues
compared with 2000. This was expected as the ‘Biennale des
Antiquaires’ show was not held during this odd-numbered year.
Corporate events failed to compensate fully for this shortfall in
revenues.
Occupancy rates (measured in m 2 per calendar day) were as follows:
•42% for Porte de Versailles (vs 44 % en 2000)
•34% for Cnit (vs 30.6 % en 2000)
•43% for Carrousel du Louvre (vs 58 % en 2000)
•40% for l’Espace Champerret (same as 2000)
The Coeur Défense conference center recorded a 35% occupancy
rate during its first quarter of activity.
These figures highlight the potential improvements that could be
achieved by optimizing the occupancy schedules.
The overall rental income from this division breaks down as follows:
•Porte de Versailles 60.8%
• Cnit la Défense 20.7%
• Carrousel du Louvre 6,.5%
• Espace Champerret 3.2%
• Hôtel Méridien-Montparnasse 8.8%
Net operating expenses totalled € 29.1m. These included site running
costs and property management expenses, half of which covered
personnel charges (payroll and direct expenses incurred by the Executive
Committee, General Secretariat and Marketing-Communication-Quality
department).
Ground rental expenses were almost exclusively made up of the ground
rents (3) paid to the City of Paris as part of the contract for the ‘Parc des
Property services
Property services Net Operating Income (€m) 1999 2000 2001
Property services for convention and exhibition centers -0.8 9.2 6.0
Property management and maintenance services for
offices and shopping centers 1.4 0.3 3.9
Other services 0.9 -0.2 -1.5
Net Operating Income - Property services 1.5 9.4 8.4
Service revenues from convention-exhibition centers
2001 revenues for this activity were generated by:
• Services sold to event organizers and exhibitors (electricity, gas,
water, air conditioning, multimedia services, etc).
• Turnover generated by the Cnit’s restaurants and hotel (around
€ 21m).
• Turnover generated by the ‘Honoré James’ catering services
over the first six months (around € 4.4m).
Total revenues came to € 63.4m in 2001 vs € 69.0m in 2000.
The scope of consolidation is not comparable between the two
years for the following reasons:
• Paris Expo-Porte de Versailles was consolidated over 10 months
in 2000 and 12 months in 2001.
• The Honoré James catering business was sold on July 1, 2001.
On a like-for-like basis, revenues and Net Operating Income from
services declined as a result of:
• A reduction in services sold for public exhibitions. This was due
to the two-year seasonality of the Porte de Versailles site (the
‘Mondial de l'Automobile’ show generates strong service
revenues on even-numbered years) and, to a lesser extent, the
Carrousel du Louvre.
• A very sharp drop in turnover from the Cnit’s hotel following
the events of September 11.
Net Operating Income from property services for Convention-
Exhibition Centers came to € 6.0m in 2001, compared with € 9.2m
in 2000.
Property management and maintenance services cover the
activities of three Unibail subsidiaries: Espace Expansion, S2B and Arc
108. They include:
• Services to owners of office buildings and shopping centers:
management of facilities and co-ownership syndicates, technical
building management, expense administration; project
development and leasing activities (shopping centers only).
(3)
40% of Paris Expo-Porte de Versailles’ earnings, before corporate income tax and excluding
this ground rent. The latter is split between Unibail’s ‘Property investment’ and
‘Property services’ activities in proportion to their respective earnings.
27

BUSINESS REVIEW
- Services to tenants: management of retailers’ associations in
shopping centers and services to occupiers of office buildings.
This latter activity has been developed by S2B since June 2001,
mainly at the Coeur Défense site.
Overall 2001 revenues comprised € 35.2m in fees (vs € 32m in
2000), and € 11m in services sold by S2B as part of its new tenantfocused
activities.
Net Operating Income generated by property management and
maintenance services rose to € 3.9m compared with € 0.3m
in 2000.
Other services refer to Unibail Marketing and Multimedia, a subsidiary
set up at year-end 2000 to enhance the sites owned by the Group,
acts as a platform or ‘portal’ for a full range of media; in 2001 this
activity recorded a € 1.5m loss. The years before, this item mainly
covered the management of the Crossroads Property Investors fund.
Overall Net Operating Profit from property services came to
€ 8.4m in 2001, compared with € 9.4m in 2000.
compared with 10 in 2000, increasing capital gains on disposals to
€ 0.6m in 2001, compared with € 0.3m the previous year.
Lease payments amounted to € 46.6m, down 13.9% on 2000,
while principal repayments declined less rapidly by 10.2% due to
the maturity of the company’s leasing contracts.
Net banking income dropped to € 4.2m in 2001, from € 6.4m
in 2000.
The overall finance leasing contribution in 2001 was € 3.4m,
compared to € 4.8m in 2000.
Given that this activity now makes a marginal contribution to the
Group, in November 2000, Unibail asked the CECEI (4) to withdraw
its status as a finance company. This change will become effective
after a transitional period of two years, i.e. from November 28, 2002.
(4)
Comité des Etablissements de Crédit et Entreprises d’investissement - French Banking
Authority.
Finance leasing
Unibail’s finance leasing portfolio is managed and will be so until all
contracts terminate. No new contracts have been signed since 1992.
Outstanding finance leasing fell by 30.4% to € 105.3m at year-end
2001 due to normal contract expiry. During the year, 12 finance
leasing customers took advantage of their early purchase options
28

PROFIT AND RECURRING CASH FLOW
PROFIT AND RECURRING CASH FLOW
Consolidated statements of income (€m) 1999 2000 2001
Total Net Operating Income
from the overall property portfolio 174.2 304.6 391.3
Other operating income and expenses -9.7 -18.4 -20.7
EBITDA (Earnings before Interest, Tax,
Depreciation & Amortization) 164.5 286.2 370.6
Depreciation -52.0 -100.8 -113.4
Net financial expenses -54.6 -88.2 -127.6
Recurring profit from non-consolidated companies 0.8 0.1 0.4
PRE-TAX RECURRING PROFIT 58.7 97.3 130.1
Net capital gains/losses on sales of properties 0.3 58.9 25.6
Exceptional items 7.3 -26.6 -
Provisions for impairment of value of properties -5.3 -0.3 0.5
Goodwill amortization -0.9 -0.9 -3.9
Provisions for relocation costs -0,9 - -
Corporate income tax -1.3 -25.8 -30.9
NET PROFIT 57.9 102.6 121.4
Minority interests -8.9 -10.4 -13.4
NET PROFIT, Group share 49.0 92.3 108.0
PRE-TAX RECURRING CASH FLOW 119.2 200.7 243.5
PRE-TAX RECURRING PROFIT, Group share 49.7 85.9 115.7
PRE-TAX RECURRING CASH FLOW, Group share 104.2 178.6 220.4
AFTER-TAX RECURRING CASH FLOW, Group share 88.8 147.1 180.8
Per-share data 1999 2000 2001
Average number of shares outstanding (millions) 34.9 45.1 45.9
Earnings per share (€), Group share 1.41 2.05 2.35
% change since previous year 31.9% 45.6% 15.0%
Pre-tax recurring profit per share (€), Group share 1.42 1.90 2.52
% change since previous year 47.7% 33.7% 32.4%
Pre-tax recurring cash flow
per share (€), Group share 2.99 3.96 4.80
% change since previous year 18.7% 32.5% 21.2%
After-tax recurring cash flow
per share (€), Group share 2.55 3.26 3.94
% change since previous year - 27.8% 20.8%
Total net operating income from Unibail’s overall property
portfolio rose by 28.4% to € 391.3m in 2001, compared to
€ 304.7m in 2000.
Head office overheads and general expenses shared by all divisions
rose to € 20.7m in 2001 against € 18.4m in 2000.
The Group continued to expand its management resources in line
with the growth in its property portfolio and business activities,
mainly by reinforcing its IT facilities and its internal audit department.
Depreciation
Depreciation charges increased to € 113.4m in 2001, from € 100.8m
in 2000.
Consolidated net financial expenses
Unibail’s consolidated net financial expenses totalled € 156.8m in
2001, compared with € 135.4m in 2000.
The refinancing rate averaged 5.25% in 2001 against 5% in 2000
(see ‘Financial Resources').
Net financial expenses relating to vacant properties undergoing
construction or major refurbishment works were capitalized in the
value of these properties and amounted to € 20.7m over the 2001
full-year. These expenses mainly covered Coeur Défense up to June
2001, together with Cité du Retiro and Carré Sénart.
As a result, € 136.1m in net financial expenses were recorded as
charges in 2001, including € 8.5m allocated to the refinancing of
Unibail’s finance leasing portfolio.
2001 pre-tax recurring profit rose by 33.7% to € 130.1m,
compared with € 97.3m in 2000.
Net capital gains and exceptional items
Non-recurring income amounted to € 25.6m in 2001, compared
with € 32.3m in 2000 (58.9m-26.6m). This 2001 figure consists
solely of capital gains on disposals and breaks down as follows:
• € 25.3m in capital gains from the disposal of five major and
ten minor office property assets (see above).
• € 2.6m in proceeds from the disposal of the 'Honoré James'
catering business in the convention-exhibition division.
• Less € 2.3m in fees and charges incurred by the above
transactions and deductible from these capital gains.
Tax
The method used by Unibail to draw up its consolidated financial
statements aims to reflect its underlying tax situation at the fiscal
year-end. This is meant to keep, in future years, the discrepancy
between the theoretical tax rate and effective tax rate to an
absolute minimum, ensuring a closer correlation between tax
expense items and corresponding income items. As a result, there is
a difference between taxes actually paid and taxes booked.
Staff from the Group’s central support departments spent their first
full year in Unibail’s new headquarters at 5 boulevard Malesherbes,
while the convention-exhibition division was relocated to the Porte
de Versailles site at year-end 2001. Since S2B moved to the Cnit, the
Group’s three divisions are now interconnected by high-speed
computer links.
Overhead expenses amounted to 5.3% of total net operating
income in 2001, against 6% in 2000.
Total Net Operating Income rose to € 370.6m in 2001, up
29.5% compared to 2000.
Taxes paid
Due to the tax loss carry forwards accrued by Unibail as at January
1, 2001, only the Paris-Expo Porte de Versailles and SA Nice Etoile
subsidiaries, which are taxed on a standalone basis, are required to
make a corporate income tax payment of € 7m.
As at year-end 2001, the Group still had over € 200m in tax loss
carry forwards.
Taxes booked
€ 30.9m in tax charges were booked in the consolidated income
statement, giving an overall tax rate of 20.3%.
29

PROFIT AND RECURRING CASH FLOW
The discrepancy between the theoretical tax rate and the effective tax
rate stems for € 20.3m from the use of tax loss carry forwards not
recognized in the book value in the previous years. Excluding this
exceptional factor, the effective tax rate amounts to 31.1% of
recurring profit.
The corporate income tax charge also includes a € 2.6m provision
against a tax adjustment due in respect of Omnifinance subsidiary.
The Group has launched an appeal against this tax demand as its
advisors have confirmed that the tax authorities’ position is highly
questionable.
In addition, on December 28, 2001, the company Zéphyr received a
notice challenging the validity of its € 183m tax loss carry forwards.
The Group’s advisors agree unanimously that this claim is totally
unfounded. As a result, this factor has had no impact on Zéphyr's or
Unibail’s accounts.
2001 consolidated net profit rose by 18.3% to € 121.4m,
compared to € 102.6m in 2000.
Minority interests
Minority interests in this net profit figure amounted to € 13.4m.
This mainly comprises the share of profits from Les Quatre Temps
shopping center (€ 6.5m), Forum des Halles (€ 2.4m) and Tanagra,
the company that owns Coeur Défense (€ 3.1m).
The Group share of consolidated net profit increased by
17.1% to € 108m in 2001, versus € 92.3m in 2000.
Pre-tax recurring cash flow
Unibail’s pre-tax recurring cash flow rose by 21.3% to € 243.5m
in 2001, compared to € 200.7m in 2000.
The average number of shares (1) outstanding in 2001 came to
45,877,069, i.e. an increase of 795,724 shares compared to the
2000 figure.
In 2001, Unibail issued 115,411 new shares to cover the exercise of
options and the Company Savings Plan. The Group also purchased
1,485,341 treasury shares, which were deducted from consolidated
shareholders’ equity.
Pre-tax recurring profit (Group share) amounted to € 115.7m, or
€ 2.52 per share in 2001, up 32.4% compared with 2000.
Pre-tax recurring cash flow (Group share) is calculated by adding
back depreciation and provisions (excluding minority interests) to
pre-tax recurring profit.
Pre-tax recurring cash flow per share amounted to € 4.80
in 2001, rising by 21.2% compared with 2000.
After deducting € 40.4m of tax on recurring profit, after-tax
recurring cash flow per share amounted to € 3.94, up 20.8%
compared with 2000. Note that the tax charge deducted here does
not match the tax charge actually paid (only € 7m) but corresponds
to the ‘normative’ tax liability, based on the effective tax rate of
31.1% mentioned above.
(1)
The average number of shares takes into account the date of each increase or decrease in
the total number of shares.Treasury shares (deducted from shareholders’ equity) are not
included.
Pre-tax recurring cash flow is obtained by adding asset depreciation
charges to pre-tax recurring profit. In the previous years, provisions
for the convertible bond redemption premium were also added.
30

NET ASSET VALUE
NET ASSET VALUE
At end-December 2001, fully diluted Net Asset Value (NAV) per
share, based on replacement value, was up 15.9% to € 78.0.
1- Valuation methodology
For several years, Unibail has estimated its Net Asset Value, based
on replacement value, at December 31 and June 30 of each year.
This estimate values the Company on a going concern basis. Net
Asset Value, in replacement value terms, comprises consolidated
shareholders’ equity, together with any potential capital gains on
property assets, on finance leasing operations and on investments
in affiliates. Potential capital gains are measured as the difference
between the estimated market value of the assets and their net
book value as shown in the consolidated accounts. NAV per share
is calculated on a Group share basis.
The figures for Net Asset Value are examined by Unibail’s Statutory
Auditors, Ernst & Young Audit, which validates the application of
the methodology and the consistency of the parameters used.
2- Property Portfolio
Property Year-end 2000 Year-end 2001 Like-forportfolio
valuation (1) (restated) like-change (2)
€m % €m % €m %
Offices 3,962 63% 4,642 63% 251 6.9%
Shopping centers 1,941 31% 2,199 30% 146 9.1%
Convention-exhibition
centers (2) 412 7% 486 7% 68 17.2%
Total 6,315 100% 7,327 100% 465 8.2%
(1)
In accordance with the rules and scope of consolidation effective as from January 1, 2000.
(2)
In accordance with accounting standards, the initial cost of Paris-Expo was finalized
during 2001. This cost has been split between Unibail’s ‘Property investment’ and ‘Property
services’ activities. Figures to end-December 2000 have been restated accordingly, such that
this table only includes the property value.
Note : To provide a more meaningful basis for analysis, Unibail decided in 2001 to divide up
the different areas of the CNIT according to their end-usage, i.e. office, retail and conventionexhibition
space (until then, the entire CNIT complex was included in the convention-exhibition
division).The same now applies to the offices in the Méridien-Montparnasse complex,
which have been reassigned to the office property division. The breakdown of the property
portfolio valuation as at year-end 2000 has been restated accordingly.
• The same valuers have been retained since end-December
1995 to ensure the consistency of the methodologies used;
Expertim (Auguste Thouard) for office properties and Healey
& Baker for shopping centers; Jones Lang LaSalle has valued the
convention-exhibition centers since end-June 2000.
• The valuation includes costs and transfer taxes.They reflect the
price a buyer would have to pay to acquire the same portfolio.
However, assets currently for sale, or about to be sold in the
short term, are valued exclusive of costs and transfer duties.
• At year-end 2001, the external experts had valued 94% of
Unibail’s total portfolio. The remaining assets have been valued
in the following ways:
-At purchase price.This method has been used for properties
acquired within the last six months, namely 39-41 rue
Cambon (current Euronext headquarters) and the "Messine-
Monceau-Murat" complex (former EDF headquarters).
-At book value. This mainly applies to Carré Sénart, a shopping
center currently under construction, and Colline de
La Défense, which was acquired at year-end 1999 and is
being linked with the Quatre Temps shopping center as part
of an ongoing project.
-At anticipated disposal price. Seven office property assets
covered by signed sale undertakings were valued at € 43.1m
as at December 31, 2001.
- Direct valuation by Unibail’s team. This applies to around
12 minor assets whose overall value has been estimated at
€ 8.5m.
The total value of Unibail’s property portfolio rose by 8.2% on a
like-for-like basis in 2001.
The Office Portfolio
The general valuation principle adopted by Expertim involves
applying a market yield to the rental income generated by each
property. The calculation method used depends on the financial
characteristics of each property asset and is summed up as follows:
• Properties whose current rental income is higher than the
market rental value.The valuation is determined by dividing the
market rental value by the market yield estimated by the
independent valuer. This amount is then increased by the
difference between the invoiced rents and the market rental
value, discounted over the residual term of the lease (i.e. up to
the date when the tenant is likely to terminate the contract).
• Properties whose current rental income is lower than the
market rental value. The valuation is determined by applying
the market yield to the existing rental income.This value is then:
- Increased by an amount equal to the difference between
the market rental value and the contractual rent, capitalized
at a yield which is higher than the above market yield.
- Decreased by an amount equal to the difference between
the market rental value and the contractual rent, discounted
at a financial rate over the residual term of the lease.
If the resulting valuation is considered too high by the valuers (for
example, due to rapid fluctuations in rental values), they will revise
it downwards. In this case, they will take the property’s current
rental income, together with any potential income from vacant
space within the building and apply a yield that reflects the quality
of the property, the duration of any firm commitments by tenants,
the quality of these tenants and the lease renewal dates. In this
case, the initial rent will be the key factor behind the valuation,
regardless of any expected increases in value.
Vacant office space is reflected by calculating uncollected rental
income and charges over a variable period, which is determined on
a property-by-property basis.
31

NET ASSET VALUE
Average
Valuation capitalization Estimated
of the Office Average rate used by Passing Initial Rental Reversionary
Portfolio Valuation per m 2 (1) valuers rent (2) yield (3) Value (4) yield (5)
€m %
Excluding Messine Monceau Murat (3 M Project)
€ per m 2 % €m % €m %
Paris Central Business
District 1,265 27% 6,920 6.6% 70 6.3% 83 7.7%
Neuilly, Levallois,
Boulogne, Issy 727 16% 4,734 6.9% 46 6.3% 60 8.3%
La Défense 2,384 51% 5,444 6.8% 158 6.6% 200 8.4%
Other 266 6% 1,503 8.1% 22 8.3% 23 8.6%
Total 4,642 100% 4,855 6.8% 296 6.6% 366 8.2%
(1)
Excluding car parking – assuming an average value of € 15,000 per car park.
(2)
Rent invoiced + potential rent from vacant premises.
(3)
Passing rent divided by valuation.
(4)
Annualized market rent estimated by valuers.
(5)
ERV (Estimated Rental Value) divided by valuation.
The valuers have capitalized the rental income over the term of the
lease and discounted this value back to end of 2001. In addition,
the cost of the outstanding construction work and the financial
expenses are deducted.
On a like-for-like basis, the value of the office portfolio rose by
6.9% over the 2001 full-year and 0.4% over the second half of
2001. The change in the second half is due to a slight 10bp increase
in the average initial yield. This generated a negative impact of
1.5%, which was more than offset by the 1.9% positive impact of
the annualized rental increase. Excluding Coeur Défense, the likefor-like
increase in value amounted to 2.7% in 2001, based on: i)
a 20bp average increase in initial yields (generating a negative
impact of 3.0%); and ii) an estimated 5.7% annualized rental
increase.
On average, the sale price on Unibail’s property disposals in 2001
(including transfer duties) were 5% higher than the valuers’
appraisals.
Cœur Défense
The construction of this 182,000 m 2 office complex was completed
by Bouygues on May 21, 2001. By year-end 2001, around 164,000 m 2 ,
or 94% of the available office space, had been leased to nine bluechip
tenants:AXA IM; Cap Gemini - Ernst & Young; CCF-HSBC, Crédit
Lyonnais; ING; PeopleSoft; Microsoft; SIFF energies (EDF Group) and
Société Générale. All the leases have nine-year terms, with a firm
six or nine-year tenant commitment, leading to an average firm lease
period of 8 years.
Expertim estimated the value of Coeur Défense at € 1,303m as at
year-end 2001 (compared with € 1,280m at year-end 2000). This
is based on a net rental target of € 86m (fully let), capitalized at
6.65% (against 6.50% at year-end 2000). The cost recorded in
Unibail’s consolidated financial statements at year-end 2001 was
€ 693.8m (or € 535.2m Group share). This produced a total
potential capital gain of € 609.6m (or € 481.5m Group share).
Overall, this office complex boosted 2001 Net Asset Value by
€ 199.6m (or € 157.5m Group share), i.e. € 3.3 per fully diluted
share.
Office properties under construction at year-end 2001
Cité du Retiro - Paris 8: this project involves the full reconstruction
of a 21,000 m 2 office building complex located between rue du
Faubourg Saint Honoré and Madeleine. It has already been fully
prelet to Cartier, which plans to base its international headquarters
there from the second half of 2002. The twelve-year lease includes
a firm period of nine years.
Messine, Monceau, Murat (3M) - Paris 8: this property is the former
EDF headquarters. Acquired in October 2001, it has a total surface
area of around 80,000 m 2 and is due to undergo major renovation
works. It has been valued at € 191m at its book value at year-end
2001.
Office properties under renovation at year-end 2001:
108 rue de Richelieu - Paris 2: this was Unibail’s former head office
until October 2000. Refurbishment was completed in January 2002.
The property has been valued on the assumption of a six-month
vacancy period.
67 avenue de Wagram - Paris 17: this property is the former Time
Warner France headquarters. Following the merger with AOL, the
newly-formed entity relocated to another Unibail building at
115- 123 avenue Charles de Gaulle in Neuilly in October 2000.
Following a renovation phase ending in January 2002, the property
has been valued on the assumption of a six-month vacancy period.
Tour Europe - La Défense: in 2001, Unibail acquired full ownership
of Tour Europe and managed to prelet virtually all its vacant space,
17,250 m 2 , to the OECD. The building is due to become operational
during the second quarter of 2002, once asbestos removal and
safety standards improvements have been completed. This property
has been valued at its completion value less the cost of any
outstanding works required as at year-end 2001.
Tour Ariane - La Défense: in 2001 Unibail decided to launch a
phased renovation program for this property, which was 80%-
occupied at year-end 2001. The first phase will involve six of the
thirty-four floors and should be completed during the third quarter
of 2002. The remaining floors will be renovated as tenants relocate.
Although current rents are expected to increase by over 75% as a
result of these renovations, this property has been valued in its
current condition at end-December 2001.
137 Saint Honoré - Paris 8: Unibail has decided to renovate the
2,200 m 2 of space vacated in 2001, around half the total surface area
of this unique building. Works are due for completion in June 2002.
The property was valued as at year-end 2001, after deducting the
cost of any outstanding works required and based on the
assumption of a six-month vacancy period.
32

NET ASSET VALUE
The Shopping Center Portfolio
The value of Unibail’s shopping center portfolio is derived from the
combination of the individual assets and not as a single entity.
Accordingly, no value is placed on Unibail’s market share, even
though this notion has a value in this sector.
For each shopping center, the valuation methodology used by
Healey & Baker involves capitalizing rental income net of charges,
i.e. after taking into account a standard vacancy rate, management
fees, administration costs, non-refundable expenses, letting fees,
unpaid rents, litigation costs and provisions for maintenance works.
The valuation is based on the situation at year-end 2001.
The valuation also takes into account: i) any future rental gains
generated by the letting of vacant space (subject to a minimum
standard vacancy rate); ii) any increase in rental income due to step
rents; and iii) the renewal of leases due to expire in the near future.
At year-end 2001, Healey & Baker had valued 93% of Unibail’s
shopping center portfolio. The remaining 7% mainly comprises the
Carré Sénart shopping center and La Colline de La Défense, both at
their book value recorded in the accounts as at year-end 2001.
The value of these assets rose by as much as € 146m, or 9.1%, on a
like-for-like basis. Of this, 8.4% stems from the growth in annualized
rental income, while only 0.7% is due to the decline in initial yields.
The rental increase for signed leases stems from the combined
impact of rent indexation (2.8%) and letting activities (5.6%).
Valuation
of the Shopping Valuation capitalisation Initial
Center Portfolio (€m) rate (1) yield (2)
Paris and the Paris region (3) 1,248 6.10% 5.59%
Regional centers in provinces 843 6.70% 6.41%
Under construction 108 ns ns
Total 2,199 6.36% 6.00%
(1)
Rate used by independent valuer - (2) Annualized rent divided by valuation
(3)
Including Le Printemps de l'Homme. At year-end 2001, capitalization rates ranged from
5.75% for Vélizy 2 to 7.25% for Cité Europe.
Shopping centers under development at year-end 2001
Carré Sénart: the first foundation was laid in May 2000 and the
center is due for completion at the end of summer 2002. Unibail
had prelet over 85% of the space by year-end 2001, bringing it
ahead of its letting schedule. Although the expected return on
investment is higher than the yield required by investors for this
type of asset, no potential capital gains have been recorded as yet.
The center has been valued at its book cost recorded in the
accounts as at year-end 2001.
Strasbourg - Etoile : this development project obtained a permit
from the CDEC (French Retail Property Development Authorities)
on June 30, 2000. The building permit currently being applied for
should be obtained in 2002. No value has been assigned to the
project, but all amounts invested in the site have been 100%-
provisioned.
Based on the same prudent approach, the extension and restructuring
projects have not been assigned a value, despite the anticipated
high capital gains. These projects include the renovation and
extension works already started at Les Quatre Temps and works
scheduled for Cité Europe, BAB 2, Labège in Toulouse, Rosny 2, Ilot
Bonnac in Bordeaux, Marques Avenue facing Cité Europe in Calais-
Coquelles, and the Forum des Halles.
The Convention-Exhibition Center Portfolio
To enhance the analysis of its portfolio, Unibail has redefined the
scope of assets included in its convention-exhibition division. As a
result, this division is now confined solely to spaces used for
convention-exhibition activities. For example, this division includes
the exhibition space at the Cnit and Carrousel du Louvre; the total
area of Paris Expo-Porte de Versailles and Espace Champerret. Are
included in this division, the Sofitel at Cnit and Méridien-
Montparnasse hotels and the Cnit’s car parks. Unlike year-end
2000, the office space and the shops at Cnit and the office space in
the Méridien-Montparnasse complex have been reclassified into
their respective divisions.
Valuation of the Year-end
convention-exhibition- 2000 Year-end
portfolio (€m) (restated) 2001 Like-for-like change
Value Value Value %
Paris Expo-Porte de Versailles (1) 157 221 60 41.0%
Cnit Expo, Foyer de l’Arche,
Carrousel du Louvre,
Espace Champerret (2) 92 107 13 14.6%
Sofitel Cnit and Méridien
Montparnasse hotels (2) 163 158 -4 -2.5%
Total 412 486 69 17.2%
(1)
In accordance with accounting standards, the initial cost of Paris-Expo-Porte de Versailles
was finalized during 2001. This cost has been split between Unibail’s ‘Property investment’
and ‘Property services’ activities. Figures to end-December 2000 have been restated accordingly
such that this table only includes the property value. At year-end 2000, Unibail held
a 93.4% stake in Paris Expo, which was raised to 96.0% by year-end 2001.
(2)
After reclassifying the Cnit’s offices and shops, as well as the offices in the Méridien
Montparnasse complex.
The value of the convention-exhibition portfolio increased by
17.2% on a like-for-like basis in 2001. This rise mainly stems from
a higher asset value for Cnit Expo and Paris Expo-Porte de Versailles,
which was valued at its book cost at year-end 2000. Excluding
Porte de Versailles, the like-for-like increase amounts to 2.2%. The
value of the hotels have decreased slightly, reflecting the general
trend observed in this market.
If the valuations adopted by Unibail are compared to the 2001 net
rental income, an average initial yield of 12.8% is obtained. This
level reflects the prudent approach adopted by the independent
valuers for this type of very specific assets. Due to the steady
stream of high-quality cash flow generated by these assets, this
valuation offers upside potential.
Valuation 2001 Annualized
of the Convention- Net rental initial
Exhibition Portfolio (€m) Valuation income yield
Paris Expo-Porte de Versailles 221 28 12.7%
Cnit Expo, Foyer de l’Arche 62 9 14.5%
Carrousel du Louvre 33 3 9.1%
Espace Champerret 12 2 16.7%
Total 328 42 12.8%
33

NET ASSET VALUE
3- Servicing subsidiaries
Espace Expansion holds a strong position in the specialized
shopping center market, where there is only one other major player
and where expertise is the key for adding value. Given the business
growth recorded by this subsidiary, its business valuation has been
maintained in line with its original purchase price. The € 27m
potential capital gain recorded at year-end 2001 corresponds to
the excess of the purchase price of the shares over their book value
in Unibail’s accounts, which is depreciated each year by the amount
of goodwill amortization charges.
The initial cost of the services activities at Paris Expo-Porte de
Versailles (€ 59.8m) has been determined by taking the total
purchase price and applying the percentage of overall net operating
income generated by these activities. Given that revenues from the
site services activities are in their expansion phase, they have been
valued according to their original purchase price. As a result, the
potential capital gains amount to € 4.2m after goodwill
amortization costs.
Unibail’s other servicing subsidiaries (U2M, S2B and Arc 108) are
valued at their consolidated book value, i.e. the value of their fixed
operating assets. This conservative approach does not give rise to
any potential capital gains or losses.
4- Finance leasing
The portfolio is valued on a contract-by-contract basis, discounting
the future cash flows, net of all costs and including the cost of
notified or likely exercise of early payment options. The discount
rate used is based on the yield curve as at year-end 2001 for the
relevant contract maturity, plus a risk premium of 2%.
The cost of hedging interest rate exposure is also included. Using
this method, the financial leasing portfolio was valued at € 5.0m
(net of the corresponding share of debt). This represents a fall of
€ 0.6m compared with year-end 2000.
5- Shares and options giving access
to the Capital
On June 13, 2001, Unibail carried out a three-for-one stock split.
At year-end 2001, 1,485,341 treasury shares were deducted from
the consolidated shareholders’ equity and canceled in order to
calculate NAV per share in accordance with international accounting
standards. As a result, 45,193,193 shares were used in Unibail’s
undiluted NAV per share calculation.
At end-December 2001, Unibail held 360,063 warrants repurchased
during the year. These warrants were cancelled, thereby reducing
the potential dilution.
As at year-end 2001, the exercise of outstanding warrants and
stock options would increase the number of shares by 1,836,347
and 1,084,263 respectively, and the total share capital by € 115m.
These factors have been included in the fully diluted NAV per share
calculation.
6- NAV rose to € 4,117m
(based on replacement value)
Consolidated shareholders’ equity decreased to € 1,410m compared
with year-end 2000, based on the following factors:
• Decreasing factors: i) dividend paid in June 2001 (€ 89m
impact); ii) neutralization of treasury shares at year-end 2001
(€ 87m impact); iii) allocation of 2000 earnings outside the
Group (€ 14m impact); iv) various changes to the scope of
consolidation (the minority interests) and asset reclassifications
(€ 10m impact).
• Increasing factors: i) 2001 full-year earnings (€ 121m impact);
and (ii) exercised options and shares issued for the Company
Savings Plan (€ 3m impact).
Potential capital gains on the property portfolio increased by 26%
to € 2,671m: € 1,566m for the office buildings, € 950m for
shopping centers and € 155m for the convention and exhibition
centers.
Unibail’s overall Net Asset Value rose to € 4,117m (or € 3,638m
Group share). NAV per share came to € 80.5 (on an undiluted
basis), up 16.5% compared with year-end 2000. After taking into
account the full potential dilution from the exercise of stock
options and warrants, fully-diluted NAV per share came to € 78.0,
up 15.9%.
7- Additional information
Deferred tax liabilities
For the first time, in order to maximize transparency, Unibail has
estimated the deferred tax liability that would be generated by the
immediate liquidation of its portfolio.
At year-end 2001, this ‘liquidation’ tax liability amounts to € 13.5
per share, comprising € 4.0 in transfer duties and € 9.5 in capital
gains tax.
The valuation method involved simulating a disposal of the portfolio
based on valuers’ appraisals as at year-end 2001, and calculating
the immediate impact in terms of transfer duties (1) and capital gains
tax (2) .For each asset, the disposal method with the least costly tax
implications has been selected (e.g. VAT on property disposals, tax
on company disposals, tax on asset disposals, etc.).
The Management has stressed that this calculation should not be
included directly when valuing the company. Instead, Unibail
should be valued on a going concern basis, which mainly takes into
account growth in recurring cash flow per share, future increases in
asset values and the significantly deferred nature of certain taxes.
Market value of financial debt
The estimated market value of Unibail’s financial debt and financial
instruments represent a potential capital loss of € 4.7m, or € 0.10
per share on a fully-diluted basis.
(1)
No transfer duties paid for building under VAT and 5 % of transfer duties and charges
based on the value of the building or shares of company owners
(2)
At the rate of 35.43%.
34

NET ASSET VALUE
Revalued NAV
Based on replacement value Year-end 2000 Year-end 2001 Change in Group share
(in €m) Balance sheet Group share Balance sheet Group share 2001/2000
Consolidated shareholders’ equity 1,486 1,329 1,410 1,264 - 4,9%
Portfolio: potential capital gains 2,121 1,863 2,671 2,338 25,5%
External valuation 6 ,375 5,775 7,327 6 ,640
Book value 4,254 3,912 4,656 4,302
Finance leasing (valuation of discounted cash flows) 6 6 5 5
Contribution from servicing activities 21 21 31 31
(based on purchase price)
Espace Expansion 21 21 27 27
Paris Expo-Porte de Versailles - - 4 4
Total NAV – based on replacement value 3,634 3,219 4,117 3,638 13,0%
Number of shares (end of year) 46,563,123 45,193,193 - 2,9%
Undiluted NAV per share – based on replacement value 69.1 € 80.5 € 16,4%
Impact of exercisable securities
Potential impact of exercisable securities
(stock options and warrants) on shareholders’ equity 109 109 115 115
Potential number of shares generated
by the exercise of these securities 2,905, 956 2,920,610
Fully diluted NAV – based on replacement value 3,743 3,328 4,232 3,753 12,8%
Number of shares (end of year) 49,469,079 48,113,803 - 2,7%
Fully diluted NAV per share – based on replacement value 67.3 € 78.0 € 15,9%
Notes :
Accounting restatements:
At year-end 2001, the consolidated net book value of Unibail’s property portfolio, excluding related receivables, was € 4,982m. However, a consolidated net book
value of € 4,656m has been used to calculate the potential capital gains on the portfolio. The € 326m discrepancy corresponds to the deferred tax charge incurred on
the consolidated difference allocated to the properties (an equivalent amount has been booked as a liability on the balance sheet).
At year-end 2000, the consolidated net book value of Unibail’s property portfolio, excluding related receivables, was € 4,542m. However, a consolidated net book
value of € 4,254m has been used to calculate the potential capital gains on the portfolio. The € 288m discrepancy corresponds to the deferred tax charge incurred on
the consolidated difference allocated to the properties (an equivalent amount has been booked as a liability on the balance sheet).
35

FINANCIAL RESOURCES
FINANCIAL RESOURCES
1- Reinforced cash position
In 2001, Unibail maintained the volume of its refinancing activities
on the financial markets, raising € 3.1bn in additional funds. This
breaks down as:
• A € 400m public issue in January 2001 as part of Unibail’s
EMTN (Euro Medium Term Notes) program. Originally set at
€ 300m, this five-year fixed-rate issue was increased to
€ 400m due to strong demand;
• € 710m of EMTN private placements, issued at a floating rate
with an average duration of two years and two months;
• € 1,792m from Certificates of Deposit issues with a maturity
of up to one year and a maximum outstanding total of € 686m.
This short-term issues are backed by confirmed credit lines.
Note that Unibail aims to cautiously manage its cash position
to allow for the risk of a shortage of lenders in the short or
medium-term debt markets. For example, its confirmed credit
lines, which help reduce this risk, amounted to € 711m at yearend
2001. These credit lines are provided by around 15 leading
French and international banks. Their maturity ranges between
1 and 5.25 years, while their average duration is 2.5 years.
At end-December 2001, none of these confirmed credit lines
had been used.
• € 173m from interbank loans with an average duration of
under one year.
Update of the EMTN program
In June 2000, Unibail set up a € 1 billion EMTN program, enabling the
Group to carry out fixed or floating-rate issues, with maturities ranging
from one month to 30 years.
The General Meeting of April 24, 2001 authorized the Board of
Directors to carry out one or more bond or similar issues, both in
France and abroad, subject to a maximum outstanding total of
€ 3 billion.
As a result, and in view of the success of its EMTN issues, Unibail
updated its EMTN program in June 2001 by increasing its limit to
€ 3 billion.
3- Debt structure
Debt breakdown
At year-end 2001, Unibail’s consolidated debt stood at € 3,265m
(excluding partners’ current accounts).
This debt breaks down as follows:
844
625
• € 625m in non-recourse debt, including € 592m in mortgage
debt split between three floating- rate loans. These loans are
covered by interest rate caps. The main loan was taken out to
finance the construction of Coeur Défense. The amount drawn
on this loan as at year-end 2001 stood at € 493m. Two other
mortgage loans were taken out to finance the Issy-Guynemer
building in Paris 15 and Place du Chancelier Adenauer in Paris 16.
These loans have a combined outstanding total of € 99m.
• € 1,342m in EMTNs (Euro Medium Term Notes) and € 350m
in bonds
• € 844m in interbank instruments, mainly comprising € 318m
in medium-term negotiable debt instruments (or ‘BMTNs’) and
€ 526m in Certificates of Deposit.
• € 104m in bank loans, comprising € 73m in interbank loans
and € 31m in bank overdrafts
Debt maturity
104
1,692
Bonds & EMTN
Interbank instruments
Non recourse debt
(mainly mortgage loans)
Bank loans
The following chart illustrates Unibail’s debt maturity based on the
residual life of its borrowings and including its confirmed credit
lines.
2- Ratings
In August 2001, the rating agency Standard & Poor’s confirmed the
following ratings for Unibail:
• Long-term: ‘A-’ stable outlook.
• Short-term: ‘A-2’.
(In €m)
800
21 %
600
400
23 % 22 %
23 %
10 %
200
36
0
1 %
-1 an 1-2 ans 2-3 ans 3-4 ans 4-5 ans 5 ans
et plus
Confirmed credit lines Bank loans and similar Interbank instruments
(including unused lines).
Non-recourse debt
(mainly mortgage loans).
Bonds & EMTN

FINANCIAL RESOURCES
Unibail’s debt is diversified in terms of type and maturity. One third
of this debt has a maturity of over four years, while the remainder
is evenly spread between 1, 2 and 3-year maturities.
The € 400m five-year EMTN issue carried out in January 2001 was
maintained at a fixed rate of 5.625% and supplements the hedging
transactions described above.
4- Managing market risk
Market risks can generate losses resulting from changes in interest
rates, exchange rates, raw material prices and share prices. Unibail's
risk is limited to interest rate fluctuations on the loans it has taken
out to finance its investments and maintain the cash position it
requires.
Unibail's risk management policy aims to control the impact of
interest rate variations on profit and cash flow, while minimizing
the overall cost of debt. To achieve these objectives, Unibail tends
to take out variable rate loans and rely on derivatives, mainly caps
and swaps, to hedge its interest rate exposure. Unibail's stock
market transactions are confined exclusively to these interest rate
hedging activities, which it manages centrally and independently.
Because it uses derivatives to minimize its interest rate risk, the
Group is exposed to potential counterparty defaults, which could
increase its earnings sensitivity to an upturn in interest rates.
To reduce its counterparty risk, Unibail only relies on major
international banks for its hedging operations.
Higher interest rates on unhedged borrowings, or lower-thanexpected
compensation from hedging operations, could increase
financial expenses and have a negative impact on Unibail's cash flow,
as well as its ability to pay down its debt. On the other hand, lower
interest rates on hedged variable-rate borrowings could result in
lower financial charges, which will be offset by charges payable on
hedging products.
Measuring interest rate exposure
At year-end 2001, Unibail’s net debt amounted to € 3,218m
(excluding partners’ current accounts) after taking into account
€ 47m in surplus cash. Around € 2,451m (76%) of this debt
comprised variable-rate borrowings, or fixed-rate borrowings
immediately converted into variable-rate debt. The latter were
covered by € 1,801m (73%) in interest rate swaps and caps with
an average maturity of three years.
Unibail’s interest rate risk tends to move in line with EONIA
(European Overnight Index Average) and the EURIBOR one-month,
three-month and twelve-month rates. Consequently, any variations
in these interest rates could have an impact on earnings.
Based on the transactions completed as at year-end 2001, and the
EURIBOR three-month rate at December 28, 2001 (3.29%), it is
assumed that a 1% (100 basis points) rise in interest rates in 2002
would increase financial expenses by € 3.4m. Conversely, a 1%
(100 basis points) drop in interest rates would reduce financial
expenses by € 4m.
5- Withdrawal of Unibail’s finance
company status
During its meeting on November 28, 2000, the CECEI (French Banking
Authority of the Banque de France) confirmed the withdrawal of
Unibail’s status as a finance company at the Group’s own request (1) .
The change will become effective on November 28, 2002.
Interest rate hedging transactions
To take advantage of lower interest rates in the second half of 2001,
Unibail carried out two sets of hedging transactions covering fullyear
2002: i) € 600m in interest rate swaps with an average fixed
rate of 3.76% vs the EURIBOR three-month rate; and ii) € 700m in
swaps with an average rate of 2.89%.
The Group has also introduced a swap and collar hedging strategy
to reduce its interest rate risk in 2003-2005. A € 500m transaction
guarantees a rate of 3.85% when the EURIBOR three-month rate
ranges between 3.35% and 4.38%. Below this range, Unibail
benefits from 50% of the interest rate reduction, while above this
range, the Group assumes 50% of the increase. Unibail has carried
out a similar transaction totaling € 200m and covering the period
2004-2006, with a hedge rate of 4.35% when the EURIBOR threemonth
rate lies between 3.85% and 4.82%.
Statutory prudential ratios at year-end 2001, based on the
consolidated balance sheet.
• Risk division:
no individual commitment
10% of shareholders’ equity
• Ratio of shareholders’ equity
and long-term funding: 66,4% (minimum 60%) *
• Solvency ratio: 21,4% (minimum 8%)
• Liquidity ratio 548% (minimum 100%)
* Equity requirements are calculated based on CRB 91-05, as thresholds set forth by article
4 of CRB 95-02 are not surpassed.
(1)
This request derives from the winding down of Unibail’s outstanding finance leasing,
which amounted to less than 2% of the Group’s total balance sheet assets at year-end
2001.
37

FINANCIAL RESOURCES
6- Financial structure
of the property portfolio
Revalued net assets amounted to € 7,327m at year-end 2001.
Revalued shareholders’ equity allocated to the property portfolio
rose to € 4,081m. This figure includes potential capital gains on
property assets. Other liabilities comprise: i) € 117m in partners’
current accounts, which are treated as shareholders’ equity in
financial ratio calculations due to their nature; ii) € 63m in
deposits; and iii) € 3,066m in debt.
Property portfolio revalued balance sheets (€m)
Assets
4 081
7 327 63
117
3 066
Liabilities
Key balance sheet ratios
Revalued shareholders’ equity
Revalued property assets
Deposits
Partners’ current accounts
Bank loans, interbank instruments
and other borrowings
These figures do not include the potential increase in shareholders’
equity due to the exercise of warrants and stock options. These
instruments are all "in the money" and represent a total of € 115m
in additional shareholders’ equity for Unibail, which would further
reduce its debt ratios.
Interest cover
EBITDA interest cover remains at a comfortable level at 2.6x.
The decrease compared with year-end 2000 is mainly due to
delayed rental income from Coeur Défense as the property went
into operation during the second quarter of 2001.
The increase in rental income resulting from Coeur Défense’s 94%
occupancy rate as at January 1, 2002, coupled with a contractual
margin reduction in the loan agreement for this project, should help
reinforce this ratio in 2002.
Financial ratios Year-end 2000 Year-end 2001
Debt/Market value of properties 41% 42%
Debt/Revalued shareholders’ equity 72% 75%
EBITDA interest cover (1) 3.0 2.6
(1)
Calculation based on the ratio EBITDA/Financial expenses. For the purpose of the calculation,
financial expenses capitalized during the construction period are included in ‘Interest
charges ’. However, financial expenses incurred by finance leasing operations which are normally
deducted from Unibail ’s EBITDA are not included in ‘Interest charges ’
Unibail’s key balance sheet ratios have held steady. These ratios are
based on the revalued balance sheets for its property portfolio.
Debt ratio
Over the past few years, Unibail has set a prudential ceiling of 50%
for its ratio Net debt/Market value of properties, which can only be
exceeded temporarily. At year-end 2001, this ratio stood at 42%,
virtually unchanged since its year-end 2000 level of 41%, while
the ratio Net debt/Revalued shareholders' equity allocated to the
property portfolio rose to 75% against 72% at year-end 2000.
38

HUMAN RESOURCES
HUMAN RESOURCES
•Since January 1, 2001, workforce integration in the Office, Shopping
Center and Central Support divisions has been reinforced by the
following initiatives:
- Creation of a ‘Business and Labor Union’ (UES - Unité
Economique et Sociale) encompassing Unibail Management,
Espace Expansion, Arc 108, S2B and U2M. As a result of this
original set-up, all employees of these companies benefit from
collective representative bodies, with decision-making
authority within the UES, as well as a joint policy on social and
cultural activities organized by the Works Council.
- Adoption of a single employee status, ensuring that all staff in
the Business and Labor Union benefit from the same
employment rights and creating a favorable environment for
career mobility. While working on the definition of this new
status, the Group also managed to reach a balanced
compromise on the introduction of the shorter working week.
• During 2001, Unibail implemented an organization tailored to the
requirements of the convention-exhibition division. This was
reflected by the creation of common support services shared by the
entire division and grouped together in a single location at Porte de
Versailles in October 2001. A major human resources project has
been launched in conjunction with employee representatives to
help this division achieve close personal and professional
integration, which is a key factor for encouraging job mobility and
developing skills.
Human resources activities in 2001 also focused on:
•Reinforcing the teams required to keep pace with the Group’s
expansion and the ongoing changes in its business activities.
•Training: in 2001 the Group devoted an overall budget of more
than € 730,000 to training schemes, covering over 10,000
teaching hours for 735 employees. These training courses
concentrated on enhancing business skills (such as negotiation,
sales development and property law), as well as proficiency in
IT and communications technologies, with some employees
going on to obtain the ECDL (European Computer Driving
License) certificate.
avested interest in the performance of its business activities and
the Group as a whole. These include:
•Profit-sharing and incentive agreements based on performance
indicators, such as growth in pre-tax recurring cash flow per
share (the impact of the Construction Cost Index excluded), or
a minimum growth target for operating income (before tax,
duties and rents) relative to budget forecasts.
•Company savings plans: in 2001, the Group supported the
voluntary savings contributions of its staff by making a
€ 400,000 employer contribution to these savings schemes. At
year-end 2001, Unibail’s employees had a 0.4% stake in the
Group’s share capital, i.e. 188,215 shares.
• Stock option plan: for the second block of the stock option plan
launched in 2000, the Group granted 317,000 options to
52 employees in 2001, at an exercise price of € 53.44 per share
and without any discount to the share price at the time of
allocation.
Legal
Department
Simplified organization chart
Olivier Lecomte
Executive Vice-President
Shopping Centers
Division
Logistics
Department
Léon Bressler
Chairman & CEO
Convention-Exhibition
Centers Division
Guillaume Poitrinal
Executive Vice-President
Finance Department
Human
Resources
Department
Internal Audit
Department
Office Properties
Division
• Management by objectives and skills management: in line with
the project-based approach promoted by Unibail, the Group
has gradually phased out its cross-divisional evaluation process
to make way for a more overall view of the contributions made
by employees, thus enhancing the management’s perspective.
In terms of remuneration, Unibail has introduced a comprehensive
range of incentive schemes to motivate its staff by giving them
39

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Since September 1995, Unibail has adopted corporate governance
principles. They have continually been extended in line with the
recommendations set out by the Viénot II report to maximize
transparency for shareholders and the market.
The Board of Directors
All members of the Board of Directors are independent, except for
the Chairman. The Board was convened four times in 2001 to
discuss various key issues, including the Group’s strategic directions,
major acquisitions (notably the former EDF headquarters in avenue
de Messine), share buyback program, stock option allocations, and
the new measures to be adopted for the introduction of the ‘NRE
Act’ (New Economic Regulations) in France.
A comprehensive report covering the topics on each Board meeting’s
agenda is sent to all directors sufficiently in advance so that each
director has time to examine the various points.
The directors’ overall attendance rate at Board meetings was 78%.
Each director receives a maximum fee of € 15,245. Three-quarters
of this amount comprises a fixed fee, while the remaining quarter
is a variable portion that depends on each director’s attendance
rate at Board meetings.
Committees
• The Audit Committee consists of three independent members
and is chaired by Mr Bruno Boutrouille. The Committee met
twice in 2001. In addition to discussing recurring issues (e.g.
interim and full-year accounts, internal auditing, asset and
liability risk management and NAV), members also reviewed
the procedures for the euro changeover. The Committee was
also kept informed of the changes to accounting methods
expected as a result of the pan-European implementation of
IAS standards. The agenda for each meeting is prepared by the
Chairman of the Audit Committee and a comprehensive report
covering the topics on this agenda is sent to all members in
advance.
• The Audit committee is free to interview the Company’s key
managers and the Statutory Auditors. The Committee produces
a detailed report on each meeting.
• The Nominations and Remuneration Committee consists of
four directors, three of which are independent. It is chaired by
Mr Roger Papaz.The Committee met twice in 2001 and focused
on: i) recommending the renewal of certain directors’ terms of
office; ii) deciding the Chairman’s remuneration and calculating
his variable payment (as a member of the Nominations and
Remuneration Committee, the Chairman was not involved in
these decisions); iii) approving the list of the employees eligible
to the stock option plan to be proposed to the Board of
Directors; and iv) reviewing the general wage policy.
The Committee produces a detailed report on each meeting.
Each member of these various committees receives a € 3,049 fee
(€ 4,573 for the Chairman of each committee), in addition to any
payments for attending Board meetings.
RISK MANAGEMENT
EURO CHANGEOVER
All Unibail’s staff were heavily involved in the euro changeover in
2001, including an active participation by the ‘business’ committees
and Group Committee, which was convened every six weeks.
The Internal Auditor was entrusted with the full-time task of
monitoring the progress of the euro changeover project throughout
the year, enabling him to track the level of Y2K-readiness and
ensure compliance with the methodology recommended by the
Group.
Unibail’s accounting and information systems were switched over
to the euro in three phases: i) September 1, 2001: all companies in
the Group except the Convention-Exhibition Division; ii) October 1,
2001: the whole Convention-Exhibition Division; and iii) January 1,
2002: all the Group’s car parks.
These preparations enabled Unibail to make the transition to the single
currency under optimal conditions and without any disruptions.
INSURANCE POLICY RENEWALS
Despite the difficulties encountered by Unibail in renewing its
insurance policies, by year-end 2001 the Group had managed to
cover its risks with the same indemnity guarantees as in the
previous year.
When renewing its property and casualty policies at the year-end,
the Group had to face an increase in premiums due to the poor
underwriting results recorded by insurers in this segment.
In addition, the tragic events of September 11, 2001 and the Toulouse
disaster exacerbated this rise in premiums, which was accompanied
by uncertainty as to whether insurers would renew their cover for
terrorism risks (a mandatory guarantee until recently). Due to the
decline in the reinsurance market for this type of risk, most French
insurers found themselves unable to sustain these guarantees.
On December 7, 2001, the French government announced that the
CCR (state-owned reinsurance fund) would cover terrorism risks of
over € 1.5bn through its dedicated ‘GAREAT’ insurance pool.
A decree issued on December 28, 2001 allows companies to reduce
their cover for terrorism risks to 20% of the total guaranteed
amount. However, due to the nature of its activities in the office
property and shopping center markets, Unibail has not opted for
this arrangement.
Consequently, Unibail is still fully covered by its insured amounts or
by the maximum statutory indemnities payable for terrorism risks.
40

Consolidated financial statements
as at december 31, 2001
42 Consolidated balance sheets
44 Consolidated statements of income
45 Consolidated statements of cash flow
46 Changes in shareholders’ equity
47 Changes in capital
48 Appendices to the consolidated financial statements
48 Principles and methods of consolidation
48 Valuation methods
49 Other accounting principles
51 Scope of consolidation
53 Highlights and comparability
56 Notes to specific items:
56 Consolidated balance sheet assets
58 Consolidated balance sheet liabilities
61 Off-balance sheet items
61 Consolidated statements of income
65 Consolidated statements of cash flow
65 Other information
68 Standardized presentation of consolidated balance sheets,
statements of income and off-balance sheet items
(based on regulation CRC 99.07)
70 Statutory auditors’ report
41

CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
Assets
1999 2000 2001 Depreciation 2001
as at December 31 (€ million) net net gross provisions net
Treasury operations and interbank transactions (note 1) 28 19 47 0 47
Cash, Banque de France, Post Office, Banks 0 0 1 0 1
Current accounts 27 13 18 0 18
Investment securities 0 6 28 0 28
Related receivables 1 0 0 0 0
Customer loans 24 21 33 14 19
Loans to property developers 3 2 16 14 2
Other 21 19 17 0 17
Finance leasing (note 2) 206 157 110 2 108
Outstanding financing 197 151 104 0 104
Cancelled contracts 3 1 0 0 0
Related receivables 6 5 6 2 4
Property investment (note 3) 4,034 4,724 5,577 364 5,213
Office properties and other 2,536 2,789 3,323 158 3,165
Shopping centers 1,194 1,398 1,628 152 1,476
Exhibition and Convention Centers 191 355 390 49 341
Residential 2 0 0 0 0
Related receivables 111 182 236 5 231
Securities transactions 0 0 0 0 0
Sundry transactions (note 4) 172 184 240 1 239
Tax receivables 114 113 109 0 109
Receivables related to property management services 15 25 28 1 27
Sundry debtors 19 10 50 0 50
Accrued income and deferred charges 24 36 53 0 53
Fixed assets (note 5) 28 25 35 3 32
Investments in affiliated and associated companies 1 3 1 0 1
Operating fixed assets 26 20 32 3 29
Related accounts 1 2 2 0 2
Goodwill (note 6) 14 71 81 11 70
Total assets 4,506 5,201 6,123 395 5,728
Figures for the 1999 and 2000 financial years have been restated. See §5: ‘Highlights and comparability’.
42

CONSOLIDATED FINANCIAL STATEMENTS
Liabilities
as at December 31 (€ million) 1999 2000 2001
Treasury operations and interbank transactions (note 7) 1,027 858 849
Current accounts 19 59 31
Borrowings 905 687 698
Other financial liabilities 98 108 117
Related payables 5 4 3
Securities transactions (note 8) 1,410 2,026 2,577
Interbank market instruments and transferable debt securities 666 1,612 843
Convertible bonds 299 0 0
Bonds and EMTN 416 388 1,692
Related payables 29 26 42
Sundry transactions (note 9) 334 428 498
Due on investments 77 54 57
Tax and social security liabilities 34 47 50
Guarantee deposits 49 55 63
Sundry creditors 134 172 214
Accrued income and deferred charges 40 100 114
Contingencies and other liabilities (note 10) 396 404 393
Including deferred tax liabilities 315 346 344
Capital 225 245 233
Additional paid in capital 852 891 788
Consolidated retained earnings 279 320 354
Treasury shares -75 -74 -85
Net profit for the year 58 103 121
Total shareholders’ equity 1,339 1,485 1,411
Group share 1,188 1,329 1,264
Minority interests 151 156 147
Total liabilities 4,506 5,201 5,728
Figures for the 1999 and 2000 financial years have been restated. See § 5: ‘Highlights and comparability’.
43

CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(€ million) 1999 2000 2001
Office Property Portfolio (note 11)
Rental income 84.8 159.5 229.0
Net operating expenses -8.3 -12.4 -12.7
Expenses related to properties -6.6 -10.0 -11.2
Property management expenses -1.4 -1.9 -1.6
Net allocation to provisions for doubtful accounts -0.3 -0.5 0.1
= Net rents 76.5 147.1 216.3
Asset management expenses -2.4 -2.4 -2.7
Office Portfolio Net Operating Income 74.1 144.7 213.6
Shopping Centers Portfolio (note 11)
Rental income 103.3 121.7 139.9
Net operating expenses -15.3 -16.5 -19.8
Expenses related to properties -9.2 -8.5 -11.1
Property management expenses -6.0 -7.7 -8.4
Net allocation to provisions for doubtful accounts -0.1 -0.3 -0.3
Ground rents -4.0 -3.7 -3.5
= Net rents 84.0 101.5 116.6
Asset management expenses -0.7 -0.6 -0.3
Shopping Centers Portfolio Net Operating Income 83.3 100.9 116.3
Convention-Exhibition Centers Portfolio (note 11)
Rental income 15.0 75.8 87.1
Net operating expenses -2.1 -24.1 -29.1
Expenses related to properties -2.0 -18.3 -23.7
Property management expenses - -5.8 -5.4
Net allocation to provisions for doubtful accounts -0.1 - -
Ground rents -0.4 -6.8 -8.4
= Net rents 12.5 44.9 49.6
Asset management expenses - - -
Convention-Exhibition Centers Portfolio Net Operating Income 12.5 44.9 49.6
Property services (note 12)
Convention-Exhibition Centers management -0.8 9.3 6.0
Property management services 1.4 0.3 3.9
Other management services 0.9 -0.2 -1.5
Property Services Net Operating Income 1.5 9.4 8.4
Finance Leasing and other (note 13)
Net lease payments 3.1 6.4 4.2
Net operating expenses -3.2 -1.2 -1.3
Net capital gains / losses on sales of properties 2.6 -0.1 0.3
Net result on other loans 0.2 -0.3 0.2
Finance Leasing & Other Net Income 2.7 4.8 3.4
General expenses and other (note 14)
Corporate and development expenses -9.6 -18.5 -20.7
Miscellaneous -0.1 0.1 -
Total general expenses and other -9.7 -18.4 -20.7
= Earnings Before Interest, Tax, Depreciation and Amortization 164.4 286.3 370.6
Depreciation (note 15) -52.0 -100.8 -113.4
Net financial expenses (note 16) -54.5 -88.3 -127.6
Contribution of non-consolidated companies 0.8 0.1 0.4
= Pre-tax Recurring Profit 58.7 97.3 130.0
Net capital gains on sales of properties (note 17) 0.3 58.9 25.6
Non recurring income & expenses (note 18) 7.2 -26.6 -
Provisions for impairment of value of properties (note 19) -5.3 -0.3 0.5
Amortization of goodwill (note 20) -0.9 -0.9 -3.8
Provisions for relocation costs -0.9 - -
Corporate income tax (note 21) -1.3 -25.8 -30.9
= Net Profit 57.8 102.6 121.4
Minority interests (note 22) -8.8 -10.3 -13.4
= Net Profit, group share 49.0 92.3 108.0
44
The presentation of the consolidated financial statements has been modified. Figures for previous financial years have been restated (see § 5 "comparability").

CONSOLIDATED FINANCIAL STATEMENTS
Calculation of per-share data
Net profit per share December 31, 1999 December 31, 2000 December 31, 2001
Average number of shares (undiluted) 34,749,456 45,081,345 45,877,069
Net profit, group share 49.0 92.3 108.0
Net profit per share, group share (€) 1.41 2.05 2.35
Pre-tax Recurring Profit (€ million) 58.7 97.3 130.1
Minority interests -8.9 -10.4 -13.4
Tax on recurring profit (2) -15.6 -32.6 -40.5
After-tax recurring profit, group share (€ million) 34.2 54.3 76.2
After-tax recurring profit per share, group share (€) 0.98 1.21 1.66
Average number of shares (diluted) (1) 35,161,680 45,552,153 46,863,212
Diluted net profit per share, group share (€) (note 23) 1.39 2.03 2.30
(1)
Calculated based on the ‘share buyback’ method (in accordance with OEC Notice No.27 and IAS 33 standards).
(2)
See Note 21. Income tax due amounts to €1.3m, € 5.9m and € 7m respectively.
CONSOLIDATED STATEMENTS OF CASH FLOW
(€ million) December 31, 1999 December 31, 2000 December 31, 2001
Operating activities
Net profit 57.8 102.7 121.4
Depreciation and provisions 48.0 88.1 107.0
Changes in deferred tax -1.9 20.0 23.9
Capital gains/losses on sales of assets 15.5 -40.9 -21.7
Net capital losses on convertible bond redemption buyback - 26.5 -
Net cash inflow from operating activities 119.4 196.4 230.6
Changes in working capital 11.9 -5.4 -5.7
Total cash flow from operating activities 131.3 191.0 224.9
Investment activities
Property sector -925.9 -603.4 -578.9
Acquisition of consolidated subsidiaries -178.7 -283.4 -130.9
Acquisition of non-consolidated subsidiaries -0.3 - -
Acquisition of fixed assets -835.7 -559.9 -519.7
Disposal of consolidated subsidiaries - 30.0 1.7
Disposal of non-consolidated subsidiaries 3.0 1.5 -
Disposal of fixed assets 85.8 208.4 70.0
Lending sector 130.4 47.9 49.0
Repayment of finance leasing 79.3 45.3 46.7
Repayment of loans to property developers 0.8 0.5 0.5
Property loans -2.4 - -
Repayment of property loans 52.7 2.1 1.8
Financial activities -8.4 3.2 1.0
Acquisition of investments and other financial assets -322.3 -0.6 -
Disposal of investments and other financial assets 313.9 3.8 1.0
Total cash flow from investment activities -803.9 -552.3 -528.9
Financing activities
Capital increase 239.0 3.2 3.4
Distributed dividend -48.2 -71.7 -89.2
Purchase of treasury shares -15.4 -60.1 -84.9
Purchase of warrants - - -3.3
Sale of treasury shares - 61.6 -
New borrowings and financial liabilities 2,511.0 5,645.9 3,495.5
Repayment of borrowings and financial liabilities -1,871.2 -5,258.9 -2,958.2
Total cash flow from financing activities 815.2 320.0 363.3
Change in cash and cash equivalents during the year 142.7 -41.2 59.3
Cash at beginning of year -138.3 4.4 -36.8
Cash at year-end (note 24) 4.4 -36.8 22.5
Figures for the 1999 and 2000 financial years have been restated. See § 5: ‘Highlights and comparability’.
45

CONSOLIDATED FINANCIAL STATEMENTS
CHANGES IN SHAREHOLDERS’ EQUITY - GROUP SHARE
Capital Additional Consolidated Other Total
paid in retained Reserves shareholders'
1999, 2000, 2001 financial years (€ million) capital earnings equity
Balance as at December 31, 1998 155.7 379.9 170.6 - 706.2
Dividends paid by parent company - -14.6 -33.6 - -48.2
Capital increases 69.3 486.7 - - 556.0
Net profit, Group share - - 49.0 - 49.0
Purchases/sales of treasury shares - - - -75.0 -75.0
Balance as at December 31, 1999 225.0 852.0 186.0 -75.0 1,188.0
Dividends paid by parent company - -39.6 -32.0 - -71.6
Capital increases 2.6 13.6 - - 16.2
Net profit, group share - - 92.3 - 92.3
Purchases/sales of treasury shares - - - 1.4 1.4
Long-term capital gains reserves -20.8 20.8 - -
Conversion of bonds 16.5 83.5 - - 100.0
Share options 0.8 2.1 - - 2.9
Balance as at December 31, 2000 244.9 890.8 267.1 -73.6 1,329.2
Dividends paid by parent company - -40.1 -49.1 - -89.2
Capital reduction following conversion into euros -3,8 - 3.8 - -
Net profit, Group share - - 108.0 - 108.0
Purchases/sales of treasury shares - - - -87.1 -87.1
Share cancellations (following Board decision of Feb. 13, 2001) -8.2 -65.4 - 73.6 -
Conversion of bonds - - - - -
Share options and company savings plan 0.5 2.8 - - 3.3
Balance as at December 31, 2001 233.4 788.1 329.8 -87.1 1,264.2
CHANGES IN SHAREHOLDERS’ EQUITY - MINORITY INTERESTS
Total
shareholders’ equity
€ million (minority interests)
Balance as at December 31, 2000 156.4
Changes to the scope of consolidation -9.7
2000 earnings appropriation -13.5
2001 non-group earnings 13.4
Balance as at December 31, 2001 146.6
46

CONSOLIDATED FINANCIAL STATEMENTS
CHANGES IN CAPITAL
Total number
Treasury shares
of shares (1) including in the total (1)
As at December 31, 1998 10,204,252 0
Capital increase 2,081,500 -
Capital increase reserved for employees under corporate savings scheme 20,935 -
Capital increase after contributions by CPI 2,447,617 -
Shares received as part of the liquidation of CPI - 463,098
Conversion of bonds 6,166 -
Exercises of warrants 20 -
Purchases of treasury shares - 122,499
As at December 31, 1999 14,760,490 585,597
Capital increase: merger with Cnit SA 162,679 -
Capital increase reserved for employees under corporate savings scheme 13,621 -
Conversion of bonds 1,075,847 -
Exercises of warrants - -23
Exercises of share options 47,760 -
Purchases of treasury shares - 429,789
Sales of treasury shares - -476,007
As at December 31, 2000 16,060,397 539,356
Capital increase reserved for employees under corporate savings scheme 33,628 -
Exercises of warrants - -78
Exercises of share options 50,835 -
Purchases of treasury shares - 896,235
Three-for-one stock split and conversion of capital into euros on June 13, 2001 (2) 31,073,030 589,184
Cancellation of shares following Board decision of February 13, 2001 -539,356 -539,356
As at December 31, 2001 46,678,534 1,485,341
(1)
Shares with a par-value of FF 100 until June 13, 2001 and € 5 thereafter.
(2)
Decision by the Board of Directors on May 29, 2001, authorized by the Shareholders’ Meeting of April 24, 2001.
Share options
Number of Number of Number of
Number of options/ options/ options/ Number of
options warrants warrants warrants potential
Nature Exercise period allocated Adjustments (3) cancelled exercised outstanding shares
Executive share option scheme from March 28, 2000 to March 27, 2003 315,000 34,638 - 176,965 172,673 172,673
Executive share option scheme from March 27, 2001 to March 26, 2004 172,500 20,010 - 48,098 144,412 144,412
Executive share option scheme from March 19, 2002 to March 18, 2005 306,000 34,842 10,500 - 330,342 330,342
Executive share option scheme from March 18, 2003 to March 17, 2006 327,000 25,764 41,355 - 311,409 311,409
Executive share option scheme from March 9, 2004 to March 8, 2007 109,500 4,392 21,324 - 92,568 92,568
Executive share option scheme (1) from November 21, 2005 to Nov. 20, 2008 502,500 7,239 41,796 - 467,943 467,943
Executive share option scheme (1) from October 9, 2003 to October 8, 2009 317,000 - - - 317,000 317,000
Warrants (May 1999) (2) from May 12, 1999 to May 11, 2004 2,081,500 - 360,063 385 1,721,052 1,084,263
Total 2,920,610
(1)
30% of these share options can be exercised at the end of the second year following their allocation. A further 30% can be exercised at the end of the third year.
(2)
Existing shares or shares to be issued.
(3)
Following the dividend payments deducted from retained earnings.
47

CONSOLIDATED FINANCIAL STATEMENTS
APPENDICES TO THE CONSOLIDATED FINANCIAL STATEMENTS
48
1- Principles and methods
of consolidation
1-1 Terms of reference
The consolidated financial statements are prepared in accordance
with C.R.C. (Accounting Regulation Committee) Rule 99-07 dated
November 24, 1999 relating to entities accountable to the Comité
de la Réglementation Bancaire et Financière (Banking Regulation
Committee).
Under this rule, companies must recognize the deferred taxes on
any amounts arising from the difference, allocated to properties,
between purchase price and book value of acquired companies.
Unibail decided not to apply this change retroactively when this
regulation initially became effective on January 1, 2000.
However, in 2001, following a review of its accounting rules,
the Group decided to recognize the deferred tax on consolidation
differences recorded in previous years. As a result, all its past
transactions have been adjusted based on the effective tax rate as
at January 1, 2001.
The effect of this restatement is the deferred tax liabilities to
increase the carrying value of acquired assets by offsetting the
deferred tax liabilities.
The presentation of the balance sheets and income statements has
been adapted to the Group’s specific circumstances to enhance
shareholder information and make it easier to interpret the key
performance indicators for each business segment.
These documents are also presented in Appendix 8 in the standard
format set out by Regulation CRC 99-07.
1-2 Methods of consolidation
The scope of consolidation includes all companies controlled
exclusively by Unibail and all companies in which the Group
exercises significant influence, as reflected in direct or indirect
ownership of at least 20% of the capital.
• Companies in which Unibail directly or indirectly holds an
interest of over 50% are fully consolidated.
• Companies in which Unibail directly or indirectly holds an
interest of over 20% are either consolidated by the equity
method, or proportional method if they are jointly controlled.
• The consolidation structure does not include companies the
Group does not plan to keep for strategic purposes and
companies not considered significant relative to the overall
structure.
1-3 Financial year-end
All consolidated companies close their books at December 31.
1-4 Consolidation adjustments
Financial statements restated for homogeneity
The financial statements for Unibail and Omnifinance have been
prepared in accordance with the rules established by the Banking
Commission (Commission Bancaire), while financial statements of
other Group companies are prepared in compliance with the Plan
Comptable, the Generally Accepted Accounting Principles applicable
in France. To ensure the homogeneity of the different financial
statements, they are restated by applying the principles set out in
§1-1.
Inter-company transactions
Inter-company balances and transactions between Group member
companies have been eliminated.
However, to ensure that the consolidated income statements
provide a meaningful picture of each segment of business, intercompany
transactions between the property investment and
property services sectors have not been eliminated.
Consolidation differences
For companies acquired, the difference between the purchase price
and adjusted net assets on the date of acquisition is allocated to
identifiable assets and liabilities of the consolidated company and
evaluated in accordance with the valuation rules normally applied
to such line items.The part of the consolidation difference allocated
to the real estate properties is allocated to the land and construction,
depending on the nature and location of the property.
As regards shopping centers and Convention-Exhibition spaces,
their value is tied in with the location of the land on which they
have been erected and with their allocation for commercial
purposes, which is a result of administrative authorizations.
Consequently, the excess purchase price is, in this case, totally
allocated to land assets.
When the building is erected on leasehold land, the excess purchase
price is amortized over the remaining life of the leasehold.
Any residual difference after allocation is amortized or written off
over a period appropriate to the activity of the company acquired.
Consolidation differences resulting from the acquisition of minority
interests are allocated in the same way.
Net profit from finance leasing
The net profit from finance leasing is calculated for each contract,
after principal repayment.
Principal repayment is deducted directly from banking income so as
to show only the interest income on these activities. Lease
payments are restated as installments on loans, including a partial
repayment of principal as well as the interest on the investment
and services provided by the lessor.
2- Valuation methods
2-1 Customer loans
Customer transactions are shown on the consolidated balance sheets
as credit outstanding.
Non-performing loans are recorded under doubtful accounts
whenever they appear likely or certain to remain unpaid. Such loans
are automatically transferred to doubtful accounts when not paid for
more than six months.
Provisions are assessed on a lease-by-lease basis, based on market
conditions, progress in proceedings undertaken and the nature of the
guarantees received.

CONSOLIDATED FINANCIAL STATEMENTS
2-2 Finance leasing
Finance leasing transactions are recorded on the consolidated
balance sheets at the amount of principal outstanding in the case
of ongoing contracts, and at the net book value of the building in
the case of cancelled contracts.
In accordance with similar principles that apply to customer
transactions, unpaid accounts are reclassified under doubtful
accounts and provisions are made depending on length of time
such accounts have remained unpaid, the type of proceedings
undertaken and progress on such proceedings, as well as any
guarantees received.
2-3 Property investment
Gross value of the properties
This amount represents the historical costs (purchase price, related
costs and financial expenses incurred during the construction/
refurbishment period). In the case of assets acquired before 1996,
acquisition costs and financial expenses are stated as charges and
are therefore not included in the gross value of the properties.
Depreciation of properties
Buildings are depreciated on a straight line basis over 25 to 40 years,
depending on their nature; fittings are depreciated over 10 years.
Provision for impairment in value
A line-by-line valuation of all the significant properties in our
portfolio is made by an external expert, at the end of each halfyear,
to determine their market value. An internal valuation is
carried out for low-value assets.
Where appraised value is less than book value:
• in the case of a medium or long-lived asset, a provision is made
when the difference between the appraised value and the net
book value exceeds five-year depreciation allowances;
• in the case of property assets that are held for disposal in the
short-term, the loss is immediately stated line-by-line by way
of provision.
Provisions made in this way may be reversed only when net book
value falls below the appraised value.
Doubtful accounts
Unpaid amounts are recorded under doubtful accounts whenever
they appear likely or certain to remain unpaid. Provisions are
assessed on a lease-by-lease basis after deducting guarantee
deposits, with due consideration for the length of time the amount
has remained unpaid, progress in proceedings undertaken and the
nature of the guarantees received.
2-4 Securities transactions and sundry accounts
Securities held for sale
Securities held for sale are those acquired in a sufficiently liquid
market with a view, from the outset, to selling them within a period
not exceeding six months, depending on market opportunities.
These securities are stated at market value, i.e. the stock market
price in the case of listed companies and the estimated disposal
value in all other cases. Changes in the market value of securities
held for sale are reflected in the income statements.
Investment securities
Investment securities are fixed-income securities that are intended
to be held for a long period of time. They are either the subject of
secured financing arrangements or are hedged against interest rate
risk over their remaining life. If there is a difference between the
purchase price and the redemption price, the premium or discount
is spread over the residual life. No allowance is therefore made at
the end of the financial year for any possible capital loss arising
from the difference between the market price and the net book
value of these securities.
Other securities
This item includes all securities that do not fall into either of the
above two categories (‘securities held for sale’ and ‘investment
securities’). These securities are recorded at cost, excluding
transaction expenses. They are stated at the end of each financial
year at the lower of cost or market price, based on the last known
transaction price.
2-5 Fixed assets
Investment in affiliated companies
Investments in non-consolidated companies are recorded at cost,
excluding transaction expenses. At the end of the financial year,
provisions may be made, depending on the evolution of the
companies concerned and their net assets and future prospects.
3- Other accounting principles
3-1 Redemption premiums on convertible bonds
Convertible bonds are shown at their issuance price and included as
liabilities; a provision for financial charges is made to cover the
additional financial charges represented by the redemption premium
in the event of non-conversion. This provision is calculated on a
discounted basis in line with accrued interest.The difference between
the balance sheet provisions and the premium is shown as an offbalance
sheet commitment.
3-2 Bonds costs
Costs incurred in issuing bonds after January 1, 1999 are deferred
and amortized over the duration of the loan. Previously, such costs
had been directly posted as expenses.
3-3 Banking sector commissions
Commissions on commitments and commissions on guarantees given
are included in the consolidated income statements in proportion to
the life of these commitments or guarantees.
3-4 Financial instruments
The accounting principles applied depend on the purpose for which
the transactions are effected.
Unibail uses various interest rate instruments, such as swaps, caps,
floors and forward rate agreements for hedging purposes, to
manage global interest rate risk on balance sheets and off-balance
sheets, and for a small number of specific hedging transactions.
Premiums paid upon execution of contracts that cover more than
the current financial year are spread over the duration of the
contract on a yield-to-maturity basis. Costs and income are
recorded in the consolidated income statements in proportion to
the length of time of these items. Unrealized profits and losses
resulting from the difference between the estimated market value
of contracts on the effective date and their nominal value are not
shown in the accounts, except for a micro-cover position that no
49

CONSOLIDATED FINANCIAL STATEMENTS
longer qualifies as a hedge following the disposal of the hedged
item.
3-5 Rent adjustment clauses
When a lease includes rent adjustment clauses, such as rent-free
periods or step-rents, the overall effect of any adjustments granted
over the fixed term of the lease is spread out over this same
duration. However, this spreading is only carried out if there is a
significant impact on one of the financial years included in the
fixed term of the lease.
This provision is applied to all leases which came into effect after
January 1, 1999, with no restatement of previous leases.
3-6 Leasing fees, key money and eviction costs
Leasing fees are spread over the fixed term of the lease. During the
construction of a shopping mall, the initial leasing fees are
capitalized. Once it is completed the fees are depreciated over an
average fixed term of the leases.
In the event of a change of tenant, the compensation paid to the
tenant being evicted, net of key money invoiced to the incoming
tenant, is included in the consolidated income statements for the
year. If the costs or income determined in this way have a
counterpart in the discounted value of the increase or decrease in
rental obtained in the framework of the new lease, this result is
spread over the fixed term of the new lease.
Compensation paid to tenants evicted as part of a major
restructuring program of a building or shopping center are an
integral component of the overall cost of such operations and
consequently are recorded under fixed assets.
3-7 Taxation
Due to its former 'Sicomi' status, Unibail (parent company) is still
governed by specific tax provisions which provide that:
• businesses related to finance leasing contracts signed prior to
January 1, 1991 are exempt from tax;
• all other operations are fully taxable.
Unibail has one tax sub-group (Doria) that has opted for the tax
consolidation scheme created by Article 68 of the 1988 French
Budget Act.
Deferred tax
Deferred tax provisions, calculated under the liability method,
reflect total timing differences at each financial year end between
book profits after consolidation adjustments (on the consolidated
balance sheet) and taxable earnings of consolidated companies.
• Deferred tax assets or liabilities are calculated based on total
timing differences, and on tax losses brought forward, using the
tax rate that will apply on the likely date of reversal of the
relevant differences, if this rate has been fixed, or, otherwise, as
a function of the tax rate in force on the date on which the
accounts are closed. Within a given fiscal entity, and for a given
tax rate, net asset balances are limited to the amount believed
to be recoverable over a foreseeable period.
• Excess of purchase price over book value of purchased assets
and liabilities leads to the recognition of a deferred tax.
3-8 Ownership of treasury shares
Treasury shares are classified under the heading ‘securities held for
sale’ and valued on each closing date as stated in § 2-4.
Treasury shares recorded under fixed assets in the company's
financial statements are reflected in the consolidated accounts as
a reduction of shareholders’ equity when repurchased and no gain
or loss would be recorded upon reissuance.
3-9 Retirement plans
Retirement pensions due under the various compulsory retirement
schemes to which employers and employees contribute are the
responsibility of specialized external institutions. The contributions
due for a given financial year are stated in the consolidated income
statements of the period concerned.
The provision for retirement allowances is based on the present
value of these future allowances.
50

CONSOLIDATED FINANCIAL STATEMENTS
4- Scope of consolidation
Méthod (1) % interest % interest % interest % control
End 1999 End 2000 End 2001 End 2001
SA Unibail IG 100.00 100.00 100.00 100.00
SA Omnifinance IG 100.00 100.00 100.00 100.00
Offices
SA Capricorne IG 100.00 100.00 100.00 100.00
SARL Zéphyr IG 100.00 100.00 100.00 100.00
SAS Corto IG 100.00 100.00 100.00 100.00
SAS Immobilière 125 Wilson IG 100.00 100.00 100.00 100.00
SAS Immobilière 137 Fg St Honoré IG 100.00 100.00 100.00 100.00
SAS Immobilière 16 Monceau IG 100.00 100.00 100.00 100.00
SAS Immobilière 25 Choiseul IG 100.00 100.00 100.00 100.00
SAS Immobilière 27-29 Bassano IG 100.00 100.00 100.00 100.00
SAS Immobilière 35-38 Hameau IG 100.00 100.00 100.00 100.00
SAS Immobilière 41 Ybry IG 100.00 100.00 100.00 100.00
SAS Immobilière 47 Victoire IG 100.00 100.00 100.00 100.00
SAS Immobilière 49 Etienne Marcel IG 100.00 100.00 100.00 100.00
SAS Immobilière 5 Royale IG 100.00 100.00 100.00 100.00
SAS Immobilière Babylone IG 100.00 100.00 100.00 100.00
SAS Immobilière Château Garnier IG 100.00 100.00 100.00 100.00
SAS Immobilière Erlanger IG 100.00 100.00 100.00 100.00
SAS Immobilière Hôtel Lully IG 100.00 100.00 100.00 100.00
SAS Immobilière Iseult IG 100.00 100.00 100.00 100.00
SAS Immobilière La Chocolaterie IG 100.00 100.00 100.00 100.00
SAS Immobilière Louvre IG 100.00 100.00 100.00 100.00
SAS Immobilière Montgolfier IG 100.00 100.00 100.00 100.00
SAS Immobilière Noria IG 100.00 100.00 100.00 100.00
SAS Immobilière Penthièvre IG 100.00 100.00 100.00 100.00
SAS Immobilière Tolbiac Masséna IG 100.00 100.00 100.00 100.00
SAS Liberty IG 100.00 100.00 100.00 100.00
SAS Quai Ouest IG 100.00 100.00 100.00 100.00
SAS SFAM IG 100.00 100.00 100.00 100.00
SAS SIG 34 IG 100.00 100.00 100.00 100.00
SAS Société Foncière de Bureaux Parisiens IG 100.00 100.00 100.00 100.00
SAS Tanagra IG 78.00 78.00 78.00 78.00
SAS Unibail Investissement II IG 100.00 100.00 100.00 100.00
SAS Uni-Bureaux IG 100.00 100.00 100.00 100.00
SCI 189 Malesherbes IG 100.00 100.00 100.00 100.00
SCI 3-5 Malesherbes IG 100.00 100.00 100.00 100.00
SCI 7 Adenauer IG 100.00 100.00 100.00 100.00
SCI Alba IG 100.00 100.00 100.00 100.00
SCI Ariane Défense IG 100.00 100.00 100.00 100.00
SCI 39-41 Cambon IG - - 100.00 100.00
SCI Colisée 31 IG 100.00 100.00 100.00 100.00
SCI Galilée Défense IG 100.00 100.00 100.00 100.00
SCI Immobilière Illustration IG 100.00 100.00 100.00 100.00
SCI Poncelet Wagram IG 100.00 100.00 100.00 100.00
SCI Saint-Ouen Dalhenne IG 100.00 100.00 100.00 100.00
SCI Sirmione IG 100.00 100.00 100.00 100.00
SCI Syra IG - 100.00 100.00 100.00
SCI Véga IG 100.00 100.00 100.00 100.00
SCI Village 1 Défense IG 100.00 100.00 100.00 100.00
SCI Village 2 Défense IG 100.00 100.00 100.00 100.00
SCI Village 3 Défense IG 100.00 100.00 100.00 100.00
SCI Village 4 Défense IG 100.00 100.00 100.00 100.00
SCI Village 5 Défense IG 100.00 100.00 100.00 100.00
SCI Village 6 Défense IG 100.00 100.00 100.00 100.00
SCI Village 7 Défense IG 100.00 100.00 100.00 100.00
SCI Wilson 70 IG 100.00 100.00 100.00 100.00
SNC 38 Jeuneurs IG 100.00 100.00 100.00 100.00
SNC 50 Montaigne IG 90.00 90.00 90.00 90.00
SNC Foncière Richelieu Bureaux IG 100.00 100.00 100.00 100.00
SNC Ida IG 100.00 100.00 100.00 100.00
SNC Sogec IG 100.00 100.00 100.00 100.00
51

CONSOLIDATED FINANCIAL STATEMENTS
Méthod (1) % interest % interest % interest % control
End 1999 End 2000 End 2001 End 2001
Shopping Centers
SA Nice Etoile IG - 100.00 100.00 100.00
SA Société d'Expl. des Park. Forum des Halles IG 65.00 65.00 65.00 65.00
SARL Sage IG 53.30 53.30 53.30 53.30
SAS La Toison d'Or IG 100.00 100.00 100.00 100.00
SAS Uni-Commerces IG 100.00 100.00 100.00 100.00
SCI Colline Défense IG - - 100.00 100.00
SCI du CC de Bordeaux Préfecture IG 61.00 61.00 61.00 61.00
SCI du CC des Pontôts IG 90.00 90.00 90.00 90.00
SCI du Forum des Halles de Paris IG 65.00 65.00 65.00 65.00
SCI Espace Commerce Europe IP 50.00 50.00 50.00 50.00
SCI Pégase IG 100.00 100.00 100.00 100.00
SCI Rosny Beauséjour IP 50.00 50.00 50.00 50.00
SCI SCC de la Défense IG 53.30 53.30 53.30 53.30
SCI Sicor IG 63.00 63.00 73.00 73.00
SCI Triangle des Gares IP 40.00 40.00 40.00 40.00
SEP Rosny 2 IP 26.00 26.00 26.00 26.00
SEP Ulis 2 IP 45.00 45.00 45.00 45.00
SEP Vélizy IP 54.00 54.00 54.00 54.00
SNC Bures Palaiseau IG 100.00 100.00 100.00 100.00
SNC Centre Commercial Francilia IG 100.00 100.00 100.00 100.00
SNC du CC Labège IG 100.00 100.00 100.00 100.00
SNC du CC Strasbourg Etoile IG 100.00 100.00 100.00 100.00
SNC Foncière Richelieu Commerces IG 100.00 100.00 100.00 100.00
SNC Saint Genis Laval IG 100.00 100.00 100.00 100.00
SNC Vélizy Petit Clamart IG 100.00 100.00 100.00 100.00
Convention-Exhibition Centers
SCI Pandore IG - - 100.00 100.00
SNC Le Carrousel du Louvre IG 100.00 100.00 100.00 100.00
SA Espace Champerret IG 100.00 100.00 100.00 100.00
SA Paris expo IG - 93.43 95.99 95.99
Property Services
SA Arc 108 IG 99.93 99.93 99.93 99.93
SA Crossroads Property Investors IG 100.00 100.00 100.00 100.00
SA Exploitation Carrousel du Louvre IG 100.00 100.00 100.00 100.00
SARL Sovalec IG 50.00 50.00 50.00 50.00
SAS Alain Fraux IG - - 100.00 100.00
SAS Espace Expansion IG 99.99 99.99 99.99 99.99
SAS Forum Restauration IG - - 65.00 65.00
SAS S2B IG - 100.00 100.00 100.00
SAS U2M IG - 100.00 100.00 100.00
SAS Unibail Management IG - 100.00 100.00 100.00
SNC Espace Expansion Création IG 100.00 100.00 100.00 100.00
SNC Société Exploitation Cnit IG 100.00 100.00 100.00 100.00
Holding and other
SARL Espace Expansion Immobilière IG 100.00 100.00 100.00 100.00
SARL Courcelles Immobilier IG 99.77 99.77 99.77 99.77
SAS Immobilière Activa IG 100.00 100.00 100.00 100.00
SAS Immobilière Doria IG 100.00 100.00 100.00 100.00
SAS Immobilière Eva IG 100.00 100.00 100.00 100.00
SAS Immobilière Farroé IG 100.00 100.00 100.00 100.00
SAS Immobilière Génoa IG 100.00 100.00 100.00 100.00
SAS Immobilière Harrys IG 100.00 100.00 100.00 100.00
SAS Immobilière Léa IG 100.00 100.00 100.00 100.00
SAS Immobilière Puerto IG 100.00 100.00 100.00 100.00
SAS Immobilière Resta IG 100.00 100.00 100.00 100.00
SNC Financière Francilia IG 100.00 100.00 100.00 100.00
52
(1)
I.G. = Fully consolidated companies
I.P. = Proportional consolidation method

CONSOLIDATED FINANCIAL STATEMENTS
5- Highlights and comparability
Comparability between the 1999, 2000 and 2001 financial years is
affected by the following events and transactions:
In 1999:
• Acquisition of Vivendi’s property portfolio for a total of € 854m.
On July 1, 1999, Unibail acquired Vivendi’s office property portfolio,
comprising the 'Ariane' tower, the 'Michelet-Galilée' and
'Les Villages' buildings at La Défense, as well as the so-called
'Havas' building on avenue Charles de Gaulle in Neuilly, and the
building at 31 rue du Colisée in Paris 8.
On December 1, 1999, the Group acquired Vivendi’s Convention-
Exhibition portfolio, consisting of the Cnit, Le Carrousel du
Louvre and La Colline de la Défense, together with the companies
that operate these assets.
These acquisitions were financed through a € 244m increase in
capital in May 1999 (involving the issue of new shares with
warrants to acquire existing shares and/or to subscribe to new
shares) together with the issuing of a € 350m bond in June 1999.
• Contribution of DORIA by Crossroads Property Investors – SCA.
The Unibail Group held a 16% equity interest in Crossroads
Property Investors (investment company formed at year-end
1997), for which it was also the ‘General Partner’ through CPI-
SA (100%-owned subsidiary of Unibail).
On December 21, 1999, CPI-SCA transferred to Unibail Doria’s
shares (a French holding company with interests in real estate
companies which had acquired buildings or real estate
projects), together with the € 166.5m receivable owed to it
by Doria.
These net assets, valued at € 315m, were acquired through the
issuance of 2,447,617 new Unibail shares, with effect from
January 1, 1999 and completely assimilated with the existing
shares. The Unibail shares received by CPI-SCA were then
distributed to various partners of Crossroads Property
Investors. This contribution triggered the calculation of 'carried
interest' which CPI-SA (General Partner) was entitled to claim.
This interest, amounting to € 10.6m, was paid to CPI SA through
a proportion of the Unibail shares that CPI-SCA had received as
part of the transaction.
• Other acquisitions / disposals.
- Creation and consolidation of SCI 3/5 Malesherbes, which
acquired the building at that address in July 1999.
- Consolidation of SCI IDA, which acquired three floors of
the Maine Montparnasse tower in 1999.
- Consolidation of SCI Pégase, which acquired the Les
Quatre Temps shopping center’s ground lease from EPAD on
March 15, 1999.
-Consolidation of the company Francilia (owner of the Carré
Sénart shopping center development project), in which the
Group increased its stake from 50% to 100%. Construction
works on the center were also launched.
In 2000 :
• Acquisition of Paris Expo.
In December 1999, Unibail launched an all-cash take-over bid
for all or any portion of the outstanding shares of Paris Expo.
Following this bid, whose results were announced on February
18, 2000, Unibail owned a 61.6% interest in this company,
which operates the "Parc des Expositions" exhibition park in
Porte de Versailles, Paris. Unibail increased its stake in Paris
Expo to 93.4% after acquiring shares held by CCIP and SAGI on
October 1, 2000.
The cost of the acquisition, including expenses, amounted to
€ 183m, generating a € 93m consolidation difference, allocated
to land assets and property services, and amortized over the
residual life of the concession granted by the City of Paris, i.e.
26 years.
• Merger of Cnit SA into Unibail.
On May 12, 2000, the general meetings of Unibail and Cnit SA
(which owns the land and archway of the Cnit in La Défense)
approved the merger of Cnit SA into Unibail (which owned a
72% stake in the company), with effect from January 1, 2000.
The exchange parity of 5.5 Unibail shares per Cnit SA share
resulted in the issue of 162,679 new shares, representing a
capital increase of € 2.5m together with a merger premium of
€ 12.6m.
• Partial buy-back and early redemption offer of the convertible
bonds.
In accordance with the issue agreement for the convertible
bonds issued in 1994, Unibail decided to eliminate the
potential dilutive impact of these convertible bonds in two
stages:
i) Unibail repurchased 1,921,131 convertible bonds at an
average price of € 142.These bonds were immediately cancelled.
ii) Unibail offered early redemption of the 1,002,678 remaining
bonds at a price of € 117.6. Up to September 13, 2000,
bondholders were entitled to opt either for conversion or
redemption of these bonds. The vast majority of these bonds
were presented for conversion resulting into the issuance of
1,075,722 shares.
This bond buy-back generated a net exceptional loss of € 26.6m
before tax. After tax, the effect on consolidated net profit was
neutral.
• Acquisition of Nice Etoile.
On September 28, 2000, Unibail acquired a 100% interest in a
limited company, Nice Etoile, which owns a shopping center
located in Nice’s major shopping street. This acquisition
generated a € 52.7m consolidation difference plus a € 32m
deferred tax liability. The consolidation difference has been
allocated to the shopping center’s land and will be amortized
over the remaining term (74 years) of the leasehold.
• Other acquisitions and disposals.
-Acquisition of the Alstom Transport headquarters in Saint-
Ouen by SCI Saint–Ouen Dhalenne.
-Acquisition of 21 floors of the ‘Tour Europe’ building in La
Défense.
- Disposal of 29 office properties for a total amount of
€ 237m.
53

CONSOLIDATED FINANCIAL STATEMENTS
Key events in 2001:
• Cœur Défense buildings were opened in May 2001. As from
this date, Unibail began recognizing the rental income and
building depreciation charges for this complex, while its
financial charges ceased to be recorded as fixed assets and are
now booked under expenses.
• On July 1, 2001, the Unibail subsidiary, Doria, acquired SCI
Cambon, which owns the Euronext headquarters at 39-41 rue
Cambon, Paris 8, valued at € 115m. SCI Cambon was immediately
added to the scope of consolidation on the same date.
• In early October 2001, the Unibail subsidiary, Zéphyr, paid
€ 183m to acquire all the buildings of the former EDF headquarters
located in Paris 8 (3M project).
This property will be totally refurbished. It does not currently
generate any revenues and is recorded under current fixed
assets. Net financial expenses generated by construction
project financing will be capitalized during the refurbishment
period.
• On September 18, 2001, the Unibail subsidiary, SCI Pandore,
paid € 0.8m to acquire the Foyer de la Grande Arche in La
Défense (9,500 m 2 of Convention-Exhibition space).
• The Group also increased its interests in various properties:
i) 10% additional stake in Sicor, the company that owns the
Orléans Place d'Arc shopping center; ii) 50% additional stake in
the jointly owned property at 168 Avenue Charles de Gaulle,
in Neuilly; and iii) final acquisition of the full ownership of Tour
Europe in La Défense.
• Part of the dividend payment in June 2001 was drawn from the
retained earnings.The exercise terms for Unibail’s share options
have been adjusted accordingly.
• On June 13, 2001, the Group carried out a three-for-one stock
split and converted its share capital into euros, giving a nominal
value of € 5 per share.The exercise terms for Unibail’s warrants
have been adjusted accordingly, giving a new exchange parity
of 5 warrants plus € 130 for 3.15 shares.
• As part of its share buyback program, Unibail repurchased
1,484,483 of its own shares in 2001.
Comparability:
Figures for the 1999 and 2000 financial years have been restated:
1. Unibail now accounts for deferred tax liabilities on the first
consolidation differences for all its acquisitions. In previous reports,
only those acquisitions occurring after January 1, 2000 were
affected. As at December 31, 1999, this adjustment generated a
€ 315m increase in the value of various assets, offset by an
equivalent deferred tax liability provision.
2. In previous reports, the entire Cnit complex was included in the
Convention-Exhibition division. To provide a more accurate
breakdown of the financial contribution from this property asset –
which combines offices, shops and exhibition space – the complex
has been divided into three areas corresponding to each relevant
business line. The same applies to the offices and car parks in the
Méridien Montparnasse complex.
• As part of its EMTN (Euro Medium Term Notes) program,
Unibail launched a € 400m public issue in January 2001 followed
by a € 710m private placing during the second quarter of
2001.
54

CONSOLIDATED FINANCIAL STATEMENTS
2000 and 2001 pro-forma pre-tax recurring profit after full-year effect of changes to the scope of
consolidation.
Changes to the scope of consolidation in 2000 have been adjusted in the pro-forma income statements below, based on the following
assumptions:
- A full-year contribution from Nice Etoile in 2000 (center acquired on September 28, 2000).
- A full-year contribution from Paris Expo in 2000 (61.6% stake acquired in February 2000, raised to 93.4% in October 2000).
SCI Cambon, acquired on July 1, 2001, has not been adjusted in the 2001 figures shown here. Assuming the property had been acquired on
January 1, 2001, it would have generated € 3.2m in additional rental income. The 3M project has had no impact on the 2001 income
statement.
Effect of changes
to the scope Pro-forma Actual
Consolidated statements of income (€ million) 2000 (1) of consolidation 2000 2001
Office Properties Portfolio
Rental income 159.5 - 159.5 229.0
Net operating expenses -12.4 - -12.4 -12.7
Asset management expenses -2.4 - -2.4 -2.7
Office Portfolio Net Operating Income 144.7 - 144.7 213.6
Shopping Centers Portfolio
Rental income 121.7 6.6 128.3 139.9
Net operating expenses -16.5 -1.3 -17.8 -19.8
Ground rents -3.7 - -3.7 -3.5
Asset management expenses -0.6 - -0.6 -0.3
Shopping Centers Portfolio Net Operating Income 100.9 5.3 106.2 116.3
Convention-Exhibition Centers Portfolio
Rental income 75.8 8.1 83.9 87.1
Net operating expenses -24.0 -2.8 -26.8 -29.1
Ground rents -6.9 -1.2 -8.1 -8.4
Asset management expenses - - - -
Convention-Exhibition Centers Portfolio Net Operating Income 44.9 4.1 49.0 49.6
Property Services
Property services for Convention-Exhibition Centers 9.2 1.7 10.9 6.0
Property management services for Offices and Shopping Centers 0.3 - 0.3 3.9
Other property services -0.2 - -0.2 -1.5
Property Services Net Operating Income 9.3 1.7 11.0 8.4
Finance leasing and other net income 4.8 - 4.8 3.4
Total general expenses and other -18.4 - -18.4 -20.7
= Earnings before Interest, Tax, Depreciation and Amortization 286.2 11.1 297.3 370.6
Depreciation -100.8 -5.9 -106.7 -113.4
Net financial expenses -88.2 -6.9 -95.1 -127.6
Contribution of non-consolidated companies 0.1 - 0.1 0.4
= Recurring pre-tax profit 97.3 -1.7 95.6 130.0
= Recurring pre-tax profit, minority interests -11.5 0.5 -11.0 -14.3
= Recurring pre-tax profit, group share 85.8 -1.2 84.6 115.7
Average number of shares 45,081,345 45,257,841 45,877,069
Recurring Pre-tax Profit per share (€) 1.90 1.87 2.52
(1)
Figures for the 2000 financial year have been restated. See §5: ‘Highlights and comparability’.
55

CONSOLIDATED FINANCIAL STATEMENTS
6- Notes and comments
6-1 Notes to Consolidated Assets
Note 1 - Treasury operations and interbank transactions
The balance of treasury operations (€ 47m) has a maturity of less than three months.
The increase in the item ‘investment securities’ is mainly due to the unit trusts purchased by the company SAS Tanagra.
Note 2 - Finance leasing
No new finance leasing contracts have been entered into since 1991. As a result, outstanding financing is decreasing as contracts terminate
(at maturity or due to early exercise of purchase options or cancellations).
Outstanding financing on ongoing contracts 1999 2000 2001
Outstanding financing 197.6 151.3 104.5
Provisions - - -
Net value 197.6 151.3 104.5
Number of contracts 375 326 262
Maturity as at December 31, 2001 Less than 1 year 1 year to 5 years Over 5 years Total balance sheet
Outstanding financing 25.9 70.1 8.5 104.5
Note 3 - Property investment
The gross value of the property investment portfolio was € 5,341.1m as at December 31, 2001, as shown below.
Fittings Non-consolidated Current fixed
Gross value of assets Land Buildings and other assets assets (1) Total
Office properties and other 992.1 2,255.0 8.6 - 67.3 3,323.0
Shopping centers 917.1 638.2 33.5 0.4 38.4 1,627.6
Exhibition and convention centers 105.3 275.7 3.4 - 6.1 390.5
Total 2,014.5 3,168.9 45.5 0.4 111.8 (1) 5,341.1
(1)
The € 111.8m in current fixed assets as at year-end 2001 mainly covers works at: i) the Cité du Retiro office complex (Cœur Défense went into operation during the second quarter of 2001);
ii) the Carré Sénart, Strasbourg Etoile, and Les Quatre Temps/Colline de la Défense shopping centers; and iii) the Paris Expo exhibition center.
The total difference between the purchase price and the book value of the asset is allocated to land or buildings for the properties concerned,
as defined in §1-4
Offices Shopping Convention-
Gross value Centers Exhibition Centers Total
As at December 31, 1999 (reported) 2,371.2 1,046.4 368.5 3,786.1
Recognition of deferred taxes on consolidation differences 124.3 203.5 -4.0 323.8
Reclassified (1) 129.8 40.5 -170.3 -
As at December 31, 1999 (restated) 2,625.3 1,290.4 194.2 4,109.9
Works 335.6 65.9 23.3 424.8
Changes in scope of consolidation -2.6 147.1 228.1 372.6
Acquisitions 124.9 6.4 9.2 140.5
Cessions -208.1 -4.5 -0.3 -212.9
Reclassements (5) 23.3 13.3 -71.7 -35.1
As at December 31, 2000 (restated) 2,898.4 1,518.6 382.8 4,799.8
Works 158.4 86.3 12.4 257.1
Changes in scope of consolidation (3) 84.1 7.9 -3.0 89.0
Acquisitions (2) 225.3 16.4 0.8 242.5
Disposals (2) -43.7 -1.6 -2.5 -47.8
Reclassified (4) 0.5 - - 0.5
As at December 31, 2001 3,323.0 1,627.6 390.5 5,341.1
(1)
Transfer of parts of the Cnit and Méridien-Montparnasse complex from the Convention-Exhibition division to Office and Shopping Center divisions.
(2)
The main acquisitions and disposals for each financial year are described in the section ‘Highlights and comparability’.
(3)
Changes to the scope of consolidation in 2001 mainly include the acquisition of SCI Cambon (office division) and the purchase of an additional 10% stake in SCI Sicor (Shopping Center division).
(4)
The 2001 reclassified balance in the office portfolio column corresponds to a building transferred from the finance leasing to the property investment segment.
(5)
The 2000 reclassified balance corresponds to three buildings transferred from the finance leasing to the property investment segment subsequent to the signing of standard leases and to the
transfer of the former head office of the Group (108, rue de Richelieu) to the rental sector. It also includes the reclassification under goodwill of part of the consolidation difference for Paris Expo
(see note 6).
56

CONSOLIDATED FINANCIAL STATEMENTS
Shopping
Convention-
Depreciation and provisions Offices Centers Exhibition Centers Total
As at December 31,1999 85.1 86.7 7.4 179,2
Recognition of differed taxes on consolidation differences 0.1 7.2 1.0 8,3
Reclassification (1) 3.7 1.5 -5.2 -
As at December 31,1999 restated 88.9 95.4 3.2 187,5
Allocation to depreciation 39.8 26.5 25.1 91,4
Allocation to provisions 0.8 1.0 - 1,8
Reversals of provisions -6.9 - - -6,9
Reversals of depreciation -21.2 -2.1 - -23,3
Reclassification (2) 8.5 - - 8,5
As at December 31, 2000 109.9 120.8 28.3 259,0
Allocation to depreciation 55.8 32.1 22.6 110,5
Allocation to provisions - 0.3 - 0,3
Reversals of provisions -3.5 - - -3,5
Reversals of depreciation -4.7 -0.8 -1.8 -7,3
As at December 31, 2001 157.5 152.4 49.1 359,0
(1)
Transfer of parts of the Cnit and Méridien-Montparnasse complex from the Convention-Exhibition division to Office and Shopping Center divisions.
(2)
Reclassification of three buildings transferred from the finance leasing to the property investment segment subsequent to the signing of standard leases and to the transfer of the former head
office of the Group (108, rue de Richelieu) to the rental sector.
Related receivables 1999 2000 2001
Receivables 99.0 171.3 219.5
Including deposits 1.3 1.8 1.7
Including doubtful accounts 8.5 8.2 2.2
Receivables from suppliers 10.6 11.0 13.0
Receivables on asset disposals 3,5 - 0.4
Receivables on partners 3.9 6.2 2.9
Gross value 117.0 188.5 235.8
Provisions for doubtful accounts -6.2 -5.9 -4.7
Net 110.8 182.6 231.1
Related receivables by segment activity 1999 2000 2001
Office Properties and other 25.9 26.1 51.4
Shopping Centers 77.3 128.9 139.1
Convention-Exhibition Centers 7.6 27.6 40.6
Total 110.8 182.6 231.1
Doubtful accounts, after deduction of guarantee deposits, are covered by provisions totaling almost 100% of their value before VAT.
Note 4 - Sundry transactions
Tax receivables 1999 2000 2001
Value-added tax 32.8 57.1 57.4
Corporate income tax 1.4 3.2 2.3
Deferred tax assets 80.1 52.8 49.5
Total 114.3 113.1 109.2
The deferred tax assets heading mainly include the € 36.7m for the valuation of Unibail SA’s short-term loss carry forwards and, for the
remainder, miscellaneous temporary differences. See § 3.7 of the accounting principles.
The non-valued tax loss carry forwards (excluding tax consolidation) amounts to € 26m of short-term loss carry forwards on various entities
and € 8.0m of long-term tax loss carry forwards.
Receivables related to property management services 1999 2000 2001
Gross value 15.6 26.9 27.7
Of which receivables in less than 3 months 15.6 26.9 26.8
Of which doubtful accounts 0.2 1.6 0.9
Provisions on doubtful accounts -0.2 -1.4 -0.9
Net value 15.4 25.5 26.8
57

CONSOLIDATED FINANCIAL STATEMENTS
Accrued income and deferred expenses 1999 2000 2001
Sales and construction expenses to be amortized 1.4 10.6 13.9
Other expenses to be amortized 12.4 11.9 23.4
Conditional instruments purchased 4.2 3.9 3.4
Pre-paid expenses 6.4 9.1 12.8
Total 24.4 35.5 53.4
Other expenses to be amortized mainly comprise eviction compensation spread over the firm period of the lease (notably € 3.1m for Les
Quatre Temps and € 1.4m for the Carrousel du Louvre shopping center), € 8.9m in rent-free periods and step rents spread out over the fixed
term of the lease for Coeur Défense, and € 5.0m in staggered issue costs for the bond and EMTN.
Note 5 - Fixed assets
This increase in operating fixed assets is mainly due to the start-up of S2B, a company established in October 2000. S2B is responsible for the
technical management of office properties and the provision of new services to tenants, particularly at Coeur Défense, the first site catered
for by these services.
Note 6 - Goodwill
1999 2000 2001
Consolidated gross value 18.6 78.4 80.8
Amortization -4.7 -7.4 -11.3
Net balance sheet value 13.9 71.0 69.5
As at December 31, 2000, this item consisted solely of goodwill on the acquisition of the Arc Union Group in 1995 (following a € 30.8m writeoff
against consolidated shareholders’ equity). After allocating the consolidation difference for Paris Expo, recognized within the one-year time
limit following the acquisition, property services activities have been valued at € 59.8m.
6-2 Notes to consolidated liabilities
Note 7 - Treasury and interbank activities
Less than 3 to 6 6 months 1 to 5 Over Total
Maturity 3 months months to 1 year years 5 years 2001
Current accounts 31.0 - - - - 31.0
Borrowings 30.6 31.8 5.5 562.2 67.9 698.0
Related liabilities 3.0 - - - - 3.0
Total 64.6 31.8 5.5 562.2 67.9 732.0
The € 698m in borrowings include € 592m in mortgage debt split between three floating-rate loans, which are covered by caps. The main
loan was taken out to finance the construction of the Coeur Défense complex. The amount drawn on this loan as at year-end 2001 stood at
€ 493m. Two other mortgage loans were taken out to finance the Issy-Guynemer building in Paris 15 and Place du Chancelier Adenauer in
Paris 16. These loans have a combined outstanding total of € 99m.
The other financial debts on the balance sheet comprise short-term advances or loans from external minority partners, notably for the La
Défense shopping center (€ 32.9m), the Forum des Halles (€ 32.9m), the Bordeaux Mériadeck shopping center (€ 10.7m), SNC 50 Montaigne
(€ 13.0m) and Tanagra (Coeur Défense, € 21.2m).
Note 8 - Securities transactions
Less than 3 to 6 6 months 1 to 5 Over Total
Maturity 3 months months to 1 year years 5 years 2001
Interbank market instruments and negotiable instruments 545.4 185.0 112.9 - - 843.3
Bonds - - - 350.0 - 350.0
EMTN - 7.5 195.0 1,139.7 - 1,342.2
Total 545.4 192.5 307.9 1,489.7 - 2,535.5
The € 843m in interbank instruments comprises € 318m in medium-term negotiable debt instruments or ‘BMTNs’ and € 525m in certificates
of deposit.
Related liabilities 1999 2000 2001
Interbank market instruments (BON) 1.5 0.6 -
Transferable debt instruments (BSF, BMTN & CD) 6.4 16.3 6.4
Bonds 21.5 9.3 35.6
Total 29.4 26.2 42.0
58

CONSOLIDATED FINANCIAL STATEMENTS
Outstanding
Bonds and EMTN value (€) Rate as at Dec 31, 2001 (€ m) Due date
June 1999 10,000 Fixe 4.375% 350.0 June 2006
July 2000 100,000 Euribor 3 + 0.20% 20.0 July 2002
July 2000 100,000 Eonia OIS + 0.20% 15.0 July 2002
July 2000 50,000 Euribor 3M Structured 10.0 August 2005
August 2000 100,000 Eonia OIS + 0.24% 40.0 August 2002
August 2000 100,000 Euribor 3M + 0.19% 95.0 December 2002
August 2000 10,000 Euribor 3M + 0.25% 20.0 November 2003
September 2000 10,000 Euribor 3M + 0.22% 25.0 September 2002
October 2000 500,000 5.395% fixed 7.5 April 2002
January 2001 1,000/10,000/100,000 5.625% fixed 400.0 January 2006
March 2001 100,000 Euribor 3M + 0.20% 10.0 March 2003
March 2001 100,000 Euribor 3M + 0,15% 100.0 March 2003
July 2001 100,000 Eonia OIS + 0.30% 25.0 July 2003
July 2001 100,000 Euribor 3M + 0.25% 376.5 July 2003
August 2001 10,000 Euribor 3M + 0.30% 180.0 August 2004
October 2001 JPY 100,000,000 (1) Yen Libor 3M + 0.125% 9.1 May 2003
November 2001 JPY 1,000,000 (1) Yen Libor 3M + 0.12% 9.1 October 2003
Total 1,692.2
(1)
Swaps in €.
Financial instruments
Unibail is exposed to interest rate fluctuation on its variable loans that fund its investment policy and secure the cash position required.
The company's primary strategy as regards interest rate risk is to enter into derivative transactions to minimize the variability that changes in
rates could have on earnings and cash flows and minimize the overall cost of financing.
The Group does not enter into any derivative contracts other than those designated as hedges. Transactions are managed centrally and
independently.
Market value of financial instruments
The following main methods and assumptions are used to value Unibail’s financial instruments:
• Variable rate debt is valued as the sum of the nominal amount and coupon payments (book value).
• Fixed-rate debt is valued based on two alternative methods:
- the market price as at year-end 2001 (in the case of listed instruments),
- discounted future income flows based on the government yield curve at year-end 2001.
• Derivatives are valued by discounted estimated future cash flows based on the interest rate curve at year-end 2001.
The following table shows the discrepancies between the market values and book values of the different financial instruments:
December 31, 1999 December 31, 2000 December 31, 2001
Carrying Fair Carrying Fair Carrying Fair
Fair value of financial instruments Value Value Value Value Value Value
Long-term Debt
Convertible bonds 343.0 383.0 - - - -
Fixed-rate borrowings, interbank and
negociable market instruments 627.2 619.4 688.6 708.6 1,085.9 1,079.2
Off balance sheet financial instruments
SWAPS - 8.3 - -7.0 - -1.9
CAPS 12.8 29.8 12.0 15.1 7.4 -2.3
Total 983.0 1,040.5 700.6 716.7 1,093.3 1,075.0
Interest rate risks
At year-end 2001, Unibail’s net debt amounted to € 3,218m after taking into account € 47m in surplus cash (excluding partners’ current
accounts). Around € 2,451m (76%) of this debt comprised variable-rate borrowings, or fixed-rate borrowings immediately converted into
variable-rate debt. The latter was covered by € 1,801m (73%) in swaps and caps with an average maturity of three years.
To take advantage of lower interest rates in the second half of 2001, Unibail carried out two sets of hedging transactions covering full-year
2002: € 600m in interest rate swaps with an average fixed rate of 3.76% vs the EURIBOR three-month rate, and € 700m in swaps with an
average rate of 2.89%. The Group also introduced a swap and collar hedging strategy to reduce its interest rate risk from 2003 until 2005.
59

CONSOLIDATED FINANCIAL STATEMENTS
Counter-party risks
Because it uses derivatives to minimize its interest rate risk, the Group is exposed to potential counter-party defaults, which could heighten
its earnings sensitivity to an upturn in interest rates. To reduce its counter-party risk, Unibail only relies on major international banks for its
hedging operations.
Note 9 - Sundry transactions
Investment-related debt in the Office Portfolio amounted to € 57m and mainly covered work completed at Cœur Défense (€ 21m), at 108 rue
de Richelieu (€ 1.4m) and at Cité du Retiro (€ 6.6m). Investment-related debt in the Shopping Center Portfolio mainly comprised work on the
two shopping centers Bordeaux Mériadeck (€ 7.2m) and Les Quatre Temps (€ 4.4m). Lastly, work carried out at Paris Expo-Porte de Versailles
accounts for all the investment-related debt incurred by the Convention-Exhibition division (€ 8.9m).
Tax and social security liabilities 1999 2000 2001
Social security liabilities 11.3 15.6 15.1
Value added tax 18.4 29.6 29.4
Other 4.4 1.8 5.6
Total 34.1 47.0 50.1
Deposits and guarantee deposits
This item shows guarantee deposits paid by tenants and, to a lesser extent, payments from finance leasing activities. The increase in this item
in 2001 mainly stems from the guarantee deposits received from tenants of the Coeur Défense complex (€ 6.2m at year-end 2001).
Sundry creditors 1999 2000 2001
Expenses payable 109.5 157.3 190.3
Due to partners 7.3 2.1 6.1
Sundry creditors 17.1 12.6 17.7
Total 133.9 172.0 214.1
The variation in expenses payable between 2000 and 2001 is primarily due to the opening of Coeur Défense during the second quarter of 2001.
Accrued liabilities and deferred income 1999 2000 2001
Deferred income 36.2 97.8 112.8
Financial expenses on off-balance sheet items 3.4 1.9 1.4
Total 39.6 99.7 114.2
2001 deferred income mainly includes sales off-plan for the Carré Sénart shopping center currently under construction, rents and support
services invoiced in advance for certain exhibitions due to be held at Porte de Versailles in 2002, and the amortized gain from the MATIF which
occurred after the release of the interest rate risk hedge implemented for the June 1999 bond issue (this gain is spread over the term of the loan).
Note 10 - Contingencies and other liabilities
The recognition of deferred tax liabilities on first consolidation differences has generated an increase in the value of the assets acquired, offset
by an equivalent deferred tax liability provision. This applies mainly to Paris Expo (portion allocated to property investment activities only),
shopping centers and office properties from the former CPI Group. Figures for previous financial years have been adjusted for comparability.
1999 1999 2000 2000 2001 Reversals Change
reported restated reported restated Allocations used unused in scope 2001
Negative goodwill 0.5 0.5 2.9 2.9 - - -0.1 - 2.8
Provisions for the redemption premium
of the convertible bonds 44.5 44.5 - - - - - - -
Provisions for properties 23.3 23.3 25.7 27.3 8.0 -5.6 -2.1 0.5 28.1 (1)
Deferred tax liability 6.9 321.9 40.1 354.4 3.1 -11.9 - 0.4 346.0 (2)
Other provisions 6.1 6.1 20.6 19.0 3.5 -2.1 -1.2 -3.6 15.6 (3)
Total 81.3 396.3 89.3 403.6 14.6 -19.6 -3.4 -2.7 392.5
(1)
Of which:
• € 12.5m provision for the rent of the Méridien Montparnasse Hotel, corresponding to the difference between billed rent (€ 9.2m on a yearly basis) and the rent estimated by experts
(€ 7.6m) during the statutory rent-setting procedure initiated when the lease expired in 1995.
• € 5.3m provision for disputes resulting from the delayed availability of Coeur Défense.
• € 5.4m provision for outstanding work on the Cnit hotel.
(2)
This € 346m total comprises:
• € 32.0m deferred tax charge already incurred in 2000 on the consolidation difference resulting from the Nice Etoile acquisition.
• € 315m in deferred tax charge adjustments on other consolidation differences. This adjustment has also been applied to 1999 and 2000 figures to ensure comparability.
(3)
Mainly includes the provision for liabilities incurred by the unconsolidated SA Dôme subsidiary in La Défense. This provision is equivalent to the subsidiary’s negative net asset value of
€ 8.6m.
60

CONSOLIDATED FINANCIAL STATEMENTS
6-3 Off-balance sheet items
1) Financial instruments - hedging transactions
Commitments with respect to financial interest rate futures are presented in accordance with Regulations Nos. 88-02 and 90-15 of the French
Banking Regulation Committee:
• For firm transactions, amounts are stated at the par value of the contracts,
• For conditional transactions, amounts are stated at the par value of the underlying instrument.
Firm transactions 1999 2000 2001
Interest rate swaps 863.9 1,193.5 3,069.3
Total 863.9 1,193.5 3,069.3
Conditional transactions 1999 2000 2001
On private contracts
Caps & floors
- Purchases 1,349.3 1,390.2 1,715.6
- Sales 160.1 114.3 464.4
Total 1,509.4 1,504.5 2,180.0
Impact on consolidated statements at year-end 2001
Notional principal Realised Provisioned
Nature of instrument used Less than 1 year 1 to 10 years Income Expenses Income Expenses
Interest rate swaps 1,566.5 1,502.8 16.8 18.5 5.1 6.1
CAP & floors
- Purchases - 1,715.6 1.5 4.1 - 0.1
- Sales - 464.4 - - - -
BOBL - - 0.9 - - -
2) Other commitments received and given
Commitments received 1999 2000 2001
Refinancing agreements obtained but not used 251.5 721.5 712.8
Guarantees received 88.3 297.9 394.9
Other commitments received 1.1 - -
Total 340.9 1,019.4 1,107.7
Commitments given 1999 2000 2001
Refinancing agreements given but not used
Guarantees given 276.5 279.4 485.0
Premium on the redemption of convertible bonds due 1994 34.9 - -
Total 311.4 279.4 485.0
As at year-end 2001, 7 assets were covered by ‘sales undertakings’ totaling € 44m.
6-4 Notes to the consolidated income statements
Note 11 - Property investment
Unibail’s property assets are divided into three segments:
• Office segment, which also includes various business premises (e.g. warehouses and workshops) as well as retail units established at the
foot of an office building or apartments attached to office blocks.
• Shopping center segment, which also includes the ‘Le Printemps de l’Homme’ building (formerly ‘Brummell’), the Carrousel du Louvre
shopping center (other than the convention–exhibition spaces), and the Cnit’s retail space.
• Convention-Exhibition Centers segment, which includes Paris Expo, the Cnit, the convention space at Le Carrousel du Louvre, Espace
Champerret and the Méridien Montparnasse hotel with its conference center and parking.
Rental income
Rental income consists of the sum of rental and similar income (e.g. occupancy compensation and parking revenues) invoiced during the
financial year. The effects of rent-free periods and step rents are spread over the fixed term of the lease (see Accounting Principles §3-5).
Rental income from the Convention-Exhibition division includes turnover generated by the rental of exhibition space and the provision of
compulsory support services.
Charges invoiced to tenants and key money received are excluded from rental income but deducted from property-related expenses.
61

CONSOLIDATED FINANCIAL STATEMENTS
Net operating expenses
- Expenses related to properties, shown net of costs charged to tenants, correspond to expenses incurred by the owner, either because
such expenses cannot be charged to tenants due to the nature of such expenses or because the properties are vacant. In addition to
property operating costs, these items include letting fees, costs of legal proceedings, and compensation paid for eviction, less key money
received from new tenants in accordance with the rule described in § 3-6 and net allowance to the provisions for risks and charges.
-Property management expenses correspond to the rental management fees invoiced by Espace Expansion and the technical
management fees billed by S2B (excluding fees not payable by the owner).
- Net costs of doubtful accounts consist of the net allowance to provisions and receivables written off as losses.
Ground rents correspond to land lease payments for properties built on leasehold sites or operated under a concession. This item mainly
applies to shopping centers, such as Forum des Halles, Euralille and Cité Europe, as well as Paris Expo, to which the City of Paris has granted a
concession to operate the 'Parc des Expositions' exhibition center at Porte de Versailles.
Asset management expenses
Asset management expenses represent the Group’s operating expenses linked to its value enhancement projects. The expenses are allocated
to the Group’s business segments.
Note 12 - Property services
• Property services for Convention-Exhibition Centers: this activity covers sales of optional services to exhibitors, event organizers and
any companies using one of Unibail’s exhibition or convention centers. The ‘Parc des Expositions - Porte de Versailles’ and the Cnit make
the largest contribution to this activity, which generated € 63.4m in 2001 consolidated turnover.
• Property management and maintenance services for Offices and Shopping Centers:
This business line covers the following activities:
- Management of Shopping Centers and Office Buildings by Espace Expansion, on behalf of owners. To maintain an economic approach
to the contribution made by each segment to the consolidated income statements, the fees charged to the Group’s property
investment divisions are shown as fees under the ‘Property services’ heading with the corresponding costs stated under ‘Property
investment’.
-Technical building management and services to tenants of Office Buildings (S2B).
-Project development and consulting services (ARC 108 for Offices and Espace Expansion for Shopping Centers). The internal margins
generated on these construction or renovation operations, whose costs are capitalized, are eliminated.
• Other property services comprise:
-Activities carried out by U2M (Unibail Marketing & Multimedia), set up in the last quarter of 2000.
-For prior years, management of the Crossroads Property Investors investment fund.
Note 13 - Finance leasing and other
Net lease payments correspond to the lease payments of ongoing finance leasing contracts, net of amortization and refinancing costs.
Net operating expenses for previous years relate primarily to vacant buildings.They also include management costs corresponding to Unibail’s
share of operating expenses as well as non-recurring income compensation and charges and net provisions for doubtful accounts.
Capital gains or losses on sales of properties: these revenues consist of the balance of the capital gains or losses on the early exercise of
purchase options after amortization of the "reserve latente" (difference between operating lease and financial lease).
Net result on other loans mainly includes the expenses and revenues connected with the activities of Omnifinance (former Omnibanque)
which, up until end-1999, provided services either to companies in which the Group had an interest, or to subsidiaries of Crossroads Property
Investors, in the form of financing operations, bridging loans or guarantees. It also includes the residual activity of loans to real-estate
professionals, the outstanding amount of which came to € 1.9m as at December 31, 2001.
Note 14 - General expenses and other
Corporate expenses include Group operating expenses, except for those allocated directly to the management of the assets in the three
property business segments, the costs borne directly by the services companies, and the costs allocated to the management of the finance
leasing portfolio.
These expenses mainly include personnel costs and head office overheads.
62

CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Depreciation
This heading comprises depreciation of buildings and fittings according to the principles defined by the Group’s accounting rules (see § 2-3),
the effect of amortizing deferred costs and the depreciation of first consolidation differences on properties built on leasehold sites or operated
under a concession (see § 1-4).
Depreciation by segment 1999 2000 2001
Office Properties 23.9 39.5 54.4
Shopping Centers 25.0 29.3 32.6
Convention-Exhibition Centers 3.1 26.3 23.1
Property Services - 2.4 3.3
Total 52.0 97.5 113.4
Note 16 - Net financial expenses
Unibail’s financial expenses break down as follows:
Income 1999 2000 2001
Securities transactions 2.4 1.8 2.0
Banking fees 2.1 0.9 1.6
Other financial interests 1.2 1.1 0.4
Interest rate instrument transactions 9.1 20.4 26.2
Total income 14.8 24.2 30.2
Expenses
Securities transactions -28.4 -56.9 -42.1
Remuneration of bonds -38.1 -24.7 -65.4
Interest and expenses on loans -4.9 -41.3 -43.9
Banking fees -0.5 -1.4 -0.4
Other financial expenses -3.6 -4.9 -7.1
Interest rate instrument transactions -17.2 -20.6 -28.1
Total expenses -92.7 -149.8 -187.0
Refinancing cost of finance leasing 20.4 9.9 8.5
Financial expenses capitalized (1) 2.9 27.5 20.7 (1)
Net financial expenses -54.6 -88.2 -127.6
(1)
The financial expenses capitalized in 2001 mainly stem from the Coeur Défense project (€ 8.1m up to the opening date), Cité du Retiro (€ 5.3m), Carré Sénart (€ 2.2m) and the Messine-
Monceau-Murat building known as the 3M project (€ 2.4m).
Note 17 - Net capital gains/losses on sales of properties
These revenues consist of the balance of the capital gains or losses on sales in a given financial year, adjusted for reversals of provisions and
sales transaction expenses.
1999 2000 2001
Sales Total selling prices Capital gains or losses Total selling prices Capital gains or losses Total selling prices Capital gains or losses
Office Properties 87.8 0.3 237.1 71.3 62.2 23.0
Shopping Centers - - 0.6 0.5 - -
Convention Centers - - - - 3.1 2.6
Net capital gains / losses 87.8 0.3 237.7 71.8 65.3 25.6
The total selling prices regarding Convention-Exhibition Centers portfolio corresponds to the sale of the caterer activity.
Note 18 - Non-recurring income and expenses
This item mainly includes:
• In 1999: the exceptional revenues of CPI SA, consisting of: i) the collection of the carried interest relating to the Crossroads contribution
(€ 10.6m); and ii) the amortization of the remaining start-up costs for CPI (€ -4.3m).
• In 2000: the impact of the partial buyback and early redemption of the convertible bonds (see ‘2000 highlights’).
• No non-recurring income or expenses were recorded in 2001.
Note 19 - Provisions for impairment of value of properties
In accordance with the provisioning rule for impairment in asset value (as described in §2-3), adjustments to provisions resulted in a € 0.5m
write-back in 2001.
63

CONSOLIDATED FINANCIAL STATEMENTS
Note 20 - Goodwill on acquisitions
At year-end 2000, this item corresponded to the amortization of Espace Expansion’s goodwill of € 18.7m over 20 years. After allocating the
first consolidation difference for Paris Expo, recognized within the one-year time limit following the acquisition, property services activities
have been valued at € 59.8m, amortized over 26 years (i.e. the residual life of the concession granted by the City of Paris).
Net balance sheet
Goodwill on acquisitions Gross value Amortization value at year-end 2001
Doria (Espace Expansion) 18.7 -6.4 12.3
Paris Expo 59.8 -4.2 55.6
Other 2.2 -0.6 1.6
Total 80.7 -11.2 69.5
Note 21 - Corporate income tax
1999 2000 2001
Current income tax - 5.9 -7.0
Deferred income tax -1.4 -36.0 -23.9
Total income tax -1.4 -41.9 -30.9
• Income tax due in 2000 and 2001 related to subsidiaries that are not part of the tax consolidation group (Paris Expo and Nice Etoile) and,
to a lesser extent, fixed annual tax charges.
• Deferred taxes are determined according to the rules in §3-7.
Due to the difficulty in establishing a reliable schedule for the use of Unibail’s tax credits and liabilities, they have not been discounted.
The tax charge booked can also be broken down as follows:
Tax charge booked Taxable basis Tax Effective rate
Net capital gains on sales of properties and exceptional items 22.2 -8.1 36.4%
Use of tax-loss carry forwards 17.0
Value of deferred tax assets 3.2
Provision for disputed tax adjustment -2.6
Recurring profit 130.1 -40.4 31.1%
Total 152.3 -30.9 20.3%
Tax calculation:
The following table shows the reconciliation of income tax computed at the domestic statutory rates (36.43%) to income tax expense
(20.3%).
Reported pre-tax profit 152.3
Income tax computed at the domestic statutory rates (36.43%) -55.5
Difference between effective tax charge and theoretical tax charge:
Use of tax-loss carry forwards not valued on the balance sheet 17.0
Impact of changes in statutory tax rate on the valuation of Unibail’s parent company tax loss carry forwards 0.7
Permanent differences
Tax-exempt finance leasing income 2.4
Goodwill amortization -1.4
Tax provision (Omnifinance) -2.6
Temporary differences not covered by a differed tax charge 2.5
Impact of tax in fiscally transparent fully consolidated companies (1) 4.2
Other 1.7
Effective tax charge -30.9
Effective tax rate 20.3%
(1)
The tax expense of fiscally transparent companies is incurred directly by the partners according to their share in said-company.
Note 22 - Minority interests
Minority interests mainly comprise the share of profits from 'Les Quatre Temps' shopping center (€ 6.5m), the Forum des Halles (€ 2.3m) and
Tanagra-Coeur Défense (€ 3.1m).
64
Note 23 - Diluted net profit per share (Group share)
Diluted net profit per share (Group share) is calculated based on the ‘share buy-back’ method (in accordance with Notice No.25 of the OEC
and IAS 33 standards). Based on this method, it is assumed that the funds raised from the exercise of warrants or options will initially be used
to buy back the company’s shares at market prices.This market price corresponds to Unibail’s average monthly share price, weighted according
to its traded volumes. The theoretical number of shares that the company could purchase at the market price is deducted from the total
number of shares resulting from the exercise of the shares and warrants. This figure is added to the average number of shares outstanding and
used as the denominator.

CONSOLIDATED FINANCIAL STATEMENTS
Numerator
1999 2000 2001
Net income, group share (€ million) 49.0 92.3 108.0
Denominator
Weighted average number of shares before dilution 34,749,456 45,081,345 45,877,069
Impact of dilutive securities
Convertible bonds - - - (1)
Warrants - 153,822 294,647 (2)
Share options 412,224 316,986 691,496 (3)
Total potential dilutive impact 412,224 470,808 986,143
Weighted average number of shares after dilution 35,161,680 45,552,153 46,863,212
Net income per share before dilution (group share, in €) 1.41 2.05 2.35
Fully diluted net profit per share (group share, in €) 1.39 2.03 2.30
(1)
The net income per share calculation does not include the effect of the convertible bonds in 1999 as their inclusion would have been anti-dilutive (these bonds were fully repurchased/converted
in 2000).
(2)
The net income per share calculation for 1999 does not take into account the impact of the potential exercise of the share warrants issued on May 12, 1999 as their inclusion would have been
anti-dilutive.
(3)
Dilutive impact of share option schemes, as described in the section ‘Changes in capital – Share options’.
6-5 Notes to consolidated cash flow statements
Note 24 - Treasury at year-end
1999 2000 2001
Cash, Banque de France, Post Office bank - 0.3 0.6
Current accounts with banks 4.4 -43.0 -6.0
Short-term cash investments - 5.9 27.9
Total 4.4 -36.8 22.5
7- Other information
Events since the 2001 year-end
• The disposal of the La Chocolaterie building in Levallois, whose promise of sale was signed in December 2001, was officially completed by
the signing of the sale agreement on February 8, 2002.
• On February 19, 2000 Unibail bought out the interests of the two minority shareholders of Tanagra, the developer and builder of the Coeur
Défense project.
In exchange for a 22% stake in Tanagra, the Group offered 2,039,820 Unibail shares (allocated from its treasury shares purchased at an
average price of € 57.15) and agreed to make a potential cash payment in August 2005. This payment (for each share received and still
held) will be equal to the difference, if positive, between: i) € 78.8 less the total net dividends received during the period; and ii) the
average volume-weighted price of Unibail’s shares during the last 100 trading days.
The cash payment will no longer apply if: i) Gothaer or Bouygues sell these shares; or ii) Unibail offers to purchase the unsold shares at a
price of € 72, adjusted for any dividends paid; to which 6.80 x d/1277 must be added, less the net amount of dividends distributed since
February 19, 2002 (d equals the number of days gone by since February 19, 2002) or iii) Unibail’s share price exceeds € 73.7 for more than
60 non-consecutive days.
• Unibail has signed a deal with Société Nouvelle du Palais des Sports (the company that owns the concession of the Palais des Sports at
Porte de Versailles) to acquire a 50% stake in this company through a € 3m capital increase reserved for Unibail. This transaction was
approved on February 10, 2002 by the City of Paris, the concession-holder of the Palais des Sports.
Adjustment to the conversion ratios for the warrants and stock options
As the dividend distribution for the 2000 financial year was partially carried out by drawing on reserves, the conversion ratios for the Group’s
warrants have been adjusted in accordance with their issue agreements. After taking into account the three-for-one share split, the new basis
for exercising the warrants as from June 13, 2001 is: 5 warrants plus € 130 for 3.15 shares.
The same principle of adjustment applies to the stock options (see table page 47).
Tax inspection
A € 2.6m provision was recorded against a tax adjustment due in respect of the Omnifinance subsidiary. The Group has launched an appeal
against this tax demand as its advisors have confirmed that the tax authorities’ position is highly questionable. In addition, on December 28,
2001, the company Zéphyr received a notice challenging the foundation of its € 183m tax loss carry-forward. The Group’s advisors agree
unanimously that this claim is totally unfounded. As a result, this factor has had no impact on Zéphyr or Unibail’s accounts.
65

CONSOLIDATED FINANCIAL STATEMENTS
Other exceptional events or litigation
No other exceptional events or litigation have arisen that could have a significant effect on the Group’s activity, portfolio, financial situation
or earnings.
Regarding the rent setting dispute for the Méridien Montparnasse hotel, the March 2000 decision by the Court of Appeals, has not modified
the risk assessment. In the financial statements, the rent is still accounted for on the basis of the experts report prepared in January 1998.
Following the take-over merger of Cnit SA (Unibail subsidiary), Accor, a former minority shareholder of Cnit SA disputed the terms of the
merger. After having its case dismissed by the judge in emergency interim proceedings, Accor decided to take the case further and demanded
€ 22.9m in damage and interest from Unibail.
Given the precautions taken by the company to set the merger parities (e.g. valuation by an external company and fairness opinion by an
independent third party) and considering jurisprudency, the Group believes that Accor’s demands are likely to be rejected. As a result, Unibail
has not made any provisions for liabilities.
Average number of staff in Unibail’s companies
(full-time equivalent) 1999 2000 2001
Unibail 97 115 3
Unibail Management (1) - - 157
Unibail Marketing et Multimédia (1) (U2M) - - 10
Services to Building & Businesses (1) (S2B) - - 37
Espace Expansion 239 246 206
Espace Expansion Développement (2) 10 - -
Patrimoine & Gestion (3) 32 29 -
Arc 108 14 14 10
Other 9 14 11
Total 401 418 434
(1)
Companies founded at end-2000.
(2)
Merged into Espace Expansion at end-1999.
(3)
Merged into Espace Expansion at end-2000.
Convention-Exhibition Centers (1) 1999 2000 2001
Paris Expo - 172 171
Cnit (and subsidiaries) (2) - 323 270
Carrousel du Louvre - 18 13
Total - 513 454
(1)
Excluding part-time and temporary staff.
(2)
Disposal of Honoré James and termination of Dôme Imax activities in 2001.
Employee Profit Sharing
• The employees belonging to the 'Business and Labour Union' (UES – Unité Economique et Sociale), which includes Unibail, Unibail
Management, Espace Expansion, Espace Création, Arc 108, S2B and U2M, benefit from an employee profit-sharing plan and a profit-sharing
agreement. The profit-sharing agreement is mainly based on annual growth in pre-tax recurring cash flow per share.
• The employees belonging to the Convention-Exhibition Centers receive one part of a legal employee profit-sharing plan and Cnit employees
also benefit from a profit-sharing agreement based on operating income growth.
To this matter, the following amounts were allocated:
1999 2000 2001
Legal employee profit-sharing plan 882 742 1,578
Employee profit-sharing agreement 1,051 1,086 1,001*
*Estimated.
66

CONSOLIDATED FINANCIAL STATEMENTS
Remuneration of the Board of Directors and Management
Attendance fees paid to the members of the Board of Directors in 2001 totaled € 0.2m.
The total amount of remuneration paid in 2001 to the authorized senior executive of the parent company came to € 0.736m.
Loans or guaranties granted to directors: none.
Transactions with directors: none.
Stock options
The General Meeting of January 24, 1995 authorized the Board of Directors to grant, on one or more occasions over a period of 5 years, options
to subscribe for new Unibail shares under the conditions stipulated in Articles 208-1 to 208-8-2 of the July 24, 1966 Company Act within the
limit of 4% of the share capital, for the benefit of such persons as it may designate among the senior executives and members of staff of
Unibail and affiliated companies within the meaning of Article 208-4 of the aforementioned law. This scheme was fully subscribed.
Subsequently, as part of a new five-year scheme, the General Meeting of May 12, 2000 authorized the Board of Director to grant options to
subscribe for or purchase Unibail shares within the limit of 2.5% of the fully diluted share capital. Two rounds of options were granted in 2000
and 2001.
Adjusted Potential number of
Board Meeting Number of options granted (2) Subscription price (1) Exercise period subscription price (3) shares (4)
March 28, 1995 315,000 22.40 € from March 28, 2000 20.05 € 172,673
105,000 to March 27, 2003
March 27, 1996 172,500 25.46 € from March 27, 2001 22.78 € 144,412
48,000 to March 26, 2004
March 19, 1997 306,000 26.20 € from March 19, 2002 23.41 € 330,342
114,000 to March 18, 2005
March 18, 1998 327,000 32.00 € from March 18, 2003 29.46 € 311,409
48,000 to March 17, 2006
March 9, 1999 109,500 36.30 € from March 09, 2004 34.76 € 92,568
0 to March 08, 2007
November 21, 2000 502,500 52.72 € from November 21, 2002 51.94 € 467,943
75,000 to November 20, 2008
October 9, 2001 317,000 53.44 € from October 09, 2003 53.44 € 317,000
0 to October 08, 2009
(1)
95% of the average opening price over the 20 trading days preceding the Board’s decision to grant the options (after the three-for-one share split).
(2)
Adjustment following the three-for-one share split in June 2001. Includes options granted to authorized senior executives (figures in italics).
(3)
Adjustment made following dividend payments drawn from the share and merger premium accounts.
(4)
After adjustment and cancellation following the departure of various employees and options already exercised.
67

CONSOLIDATED FINANCIAL STATEMENTS
8- Standardized presentation of consolidated balance sheets and statements of income
(based on regulation CRC 99-07)
Consolidated balance sheets
Assets (€ million) 1999 2000 2001
Cash, Banque de France, Post office, Banks 0.1 0.3 0.6
Due from credit institutions
Demand 27.5 12.6 18.3
Term - - -
Due from customers
Loans to property developers 3.2 2.0 -
Other loans to customers 21.1 19.0 19.0
Trade receivables 0.5 4.8 10.4
Finance leasing receivables and similar 205.9 156.8 109.0
Bonds and other fixed-income instruments - - -
Equities and other non-fixed income instruments - 6.0 27.9
Investments in associated and affiliated companies 2.7 4.3 2.4
Share in equity of companies accounted for under equity method - - -
Tangible and intangible fixed assets 4,059.7 4,743.2 5,241.0
Treasury shares - - -
Other assets 147.5 144.1 180.8
Accrued income and deferred charges 24.5 35.4 50.1
Goodwill 14.0 72.9 69.3
Total assets 4,506.7 5,201.4 5,728.8
Liabilities (€ million) 1999 2000 2001
Due to credit institutions
Demand 18.8 58.7 31.4
Term 939.0 721.3 710.3
Owed to customers
Other liabilities
Demand - - -
Term - - -
Debt securities - - -
Interbank market instruments and transferable debt securities 673.3 1,628.4 849.8
Bonds 736.1 397.5 1,727.8
Other liabilities 365.0 406.7 491.4
Accrued income and deferred charges 39.6 99.7 114.2
Provisions for liabilities and charges 395.5 403.5 392.9
Capital 225.0 244.8 233.4
Additional paid-in capital 852.0 890.8 788.2
Consolidated retained earnings, revaluation reserve, translation adjustment,
equity method adjustment
Group share 62.0 99.1 133.1
Minority interests 142.6 146.0 133.2
Retained earnings - 2.2 1.7
Current-year net profit
Group share 49.0 92.3 108.0
Minority interests 8.8 10.4 13.4
Total liabilities 4,506.7 5,201.4 5,728.8
Off-balance sheets items
68
Commitments given (€ million) 1999 2000 2001
Financing commitments
Commitments in favour of customers - - -
Guarantee commitments
Commitments in favour of credit institutions 60.4 177.3 361.8
Commitments in favour of customers 216.2 102.1 123.2
Commitments on securities
Other commitments 34.9 - -
Commitments received
Financing commitments
Commitments from credit institutions 251.5 721.5 712.8
Guarantee commitments
Commitments from credit institutions 19.9 23.2 74.5

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statements of income
Expenses (€ million) 1999 2000 2001
Banking expenses
Interest and similar expenses
Transactions with credit institutions 1.7 14.2 22.4
Customer loans - - -
Bonds and other fixed-income instruments 66.0 81.4 108.4
Finance leasing and related activities 37.8 24.2 38.8
Commissions 1.1 1.5 1.3
Net losses on financial transactions 0.2 - -
Net losses on investment securities - - -
Net losses on foreign exchange transactions - - -
Net losses on financial instruments 8.0 0.2 1.9
Other ordinary expenses
General operating expenses
Personnel costs 30.2 49.9 52.2
Other administrative expenses 5.6 14.6 20.8
Depreciation and provisions for tangible and intangible fixed assets 1.8 4.2 5.6
Other banking expenses 169.7 243.0 305.8
Other non-banking expenses 17.6 59.2 68.7
Net losses on value adjustments to receivables and off-balance sheet items 1.5 1.9 0.4
Net losses on value adjustments to long-term investments 0.1 0.2 -
Exceptional charges 4.3 26.6 -
Corporate income tax 1.4 25.8 30.9
Net profit 57.8 102.7 121.4
Group share 49.0 92.3 108.0
Minority interests 8.8 10.4 13.4
Income (€ million) 1999 2000 2001
Banking income
Interest and similar income
Transactions with credit institutions 2.3 0.9 1.6
Customer loans 4.5 1.0 0.9
Bonds and other fixed-income instruments 1.9 0.7 0.9
Finance leasing and related activities 57.8 37.6 51.0
Gains from non-fixed income instruments - - 0.1
Gains on financial transactions
Net gains on sales of trading securities 0.5 0.1 1.0
Net gains on sales of investment securities - 1.0 1.0
Other ordinary income
Other operating income
Other banking income 284.6 497.6 595.3
Other non-banking income 42.6 110.4 126.7
Ordinary pre-tax profit 52.9 155.0 152.3
Exceptional income 10.6 - -
Extraordinary pre-tax profit 6.3 -26.6 -
69

CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF THE STATUTORY AUDITORS
ON THE CONSOLIDATED ACCOUNTS
Year-ended December 31, 2001
In our capacity as statutory auditors, we have audited the accompanying consolidated accounts of Unibail, presented in euros, in accordance
with French accounting principles as of December 31, 2001.
These consolidated accounts are the responsibility of the Board of Directors. Our responsibility is to express an opinion on these accounts
based on our audit.
We conducted our audit in accordance with French professional standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated accounts are free from material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the consolidated accounts. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall consolidated account presentation.We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated accounts present fairly, in all material respects, the property portfolio, the financial position of the Group as
of December 31, 2001 and the results of the Group's subsidiaries included in the consolidation for the year then ended, in accordance with
French accounting principles.
Without qualifying our opinion, we draw your attention to note 1 to the consolidated accounts "Consolidation principles and methods" which
refers to the recognition of deferred taxes on consolidated difference allocated to the real estate properties booked before January 1, 2000.
We have also reviewed the information relating to the Group contained in the Directors' report.
We have nothing to report in respect to the fairness of such information and its consistency with the consolidated accounts.
February 20, 2002
The Statutory Auditors
EURAAUDIT FIDEURAF
Yves BLAISE
ERNST & YOUNG Audit
Christian MOUILLON
70

LEGAL INFORMATION
LEGAL INFORMATION
General information
Company's name
UNIBAIL
Registered office and place of business:
5, boulevard Malesherbes - 75008 Paris - Tél. : 33 (0) 1 53 43 74 37
Legal form and specific applicable legislation
The Company is of a stock company (société anonyme) governed
by French legislation applicable to commercial companies and, in
particular, the French Commercial Code and the Decree n° 67-236
dated March 23, 1967. The Company, on account of its status of a
finance company until November 28, 2002, is also governed by the
French Monetary and Financial Code.
corporate object of the Company in France and abroad, is:
• The acquisition, management, letting, leasing, sale and
exchange of all types of land, buildings, real property and real
property rights, the development of all types of land, the
construction of any buildings and the fitting out of any
property complexes; all whether directly, or through the taking
of investments or interests, or by creating any investment or
commercial company or intercompany partnership;
• The completion of real property finance leasing transactions;
• And generally, any financial, commercial, industrial, personal or real
property transactions connected directly or indirectly with the
corporate object or of such a nature as to promote its development;
• And acquiring interests in all types of undertaking in France and
in all other countries.
The Company was approved as a Sicomi (commercial and industrial
property finance leasing company) by a decision of the French
Minister of Economy and Finance dated July 2, 1968, in accordance
with Law n° 66-455 dated July 2, 1966 relating to leasing transactions
and to Order n° 67-837 dated September 28, 1967 relating to Sicomi.
In accordance with the terms of Law n° 66-455, Sicomi were exempted
from corporation tax in respect of profits arising from finance leasing
contracts or standard lease agreements relating to property used for
industrial or commercial purposes. In exchange, they were obliged to
distribute at least 85% of the profit flowing from these transactions.
This regulation was significantly modified by article 96 of Law
n° 90-1168 dated December 29, 1990 containing the Finance Act
for 1991, which subjected Sicomi to the generally applicable law,
with nevertheless, some transitional provisions. Furthermore, the law
granted them the option to withdraw from Sicomi-related finance
leasing agreements from 1991 onwards, and to broaden immediately
the scope of their activities.
In the context of this regulation, the General Meeting of shareholders
held on May 28, 1991 decided to abandon the status of Sicomi
with effect from July 1, 1991, in order for the Company to devote
itself exclusively to its property asset business. However, finance
leasing agreements signed prior to January 1, 1991 remain subject
to the provisions indicated above and the Company has, until the
date hereof, preserved its status as a finance company, and this
shall remain so, until November 28, 2002.
At the request of the Company, which ceased to sign finance leasing
contracts since 1991, the CECEI - Comité des Etablissements de Crédit
et des Entreprises d'Investissements (Credit Institutions and
Investment Companies Committee), at its meeting on November 28,
2000, approved the withdrawal of Unibail's status as a finance company,
such decision to take effect on November 28, 2002.
The term of the Company
99 years from July 23, 1968
Corporate object
In accordance with article 2 of the Articles of Association, the
Commercial and Companies Registry
682 024 096 RCS Paris - SIRET 682 024 096 00047
APE: 652 A
The place where documents and information
relating to the Company may be consulted:
At the registered office: 5, boulevard Malesherbes - 75008 Paris
Tel: 33 (0)1 53 437 437
Company financial year
The Company's financial year runs from January 1 to December 31.
Distribution of profits pursuant to the Articles
of Association
The distributable profit consists of the profits of the financial year,
less previous losses and sums retained as reserves in accordance
with the law, and increased by any profits carried forward.
In addition to appropriating the Company's distributable profits,
the General Meeting can decide to distribute sums deducted from
available reserves, by indicating expressly from which reserves
deductions have been made. However, dividends must be drawn
first from the distributable profit for the financial year.
The distributable sums consists of the total amount of the distributable
profit and of the reserves that the General Meeting decides to allocate.
After approving the financial statements and establishing the
existence of distributable sums, the General Meeting determines
the amount to be allocated to shareholders in the form of a dividend.
However – in the context of the regulation specific to Sicomi – the
net income, calculated in the same manner as corporate income
tax, resulting from finance leasing contracts and standard lease
agreements, and benefiting from tax exemption pursuant to article
208-3(iv) of the French Tax Code, shall be distributed in an amount
at least equal to 85% of this amount, provided it does not exceed
the net income for the period.
71

LEGAL INFORMATION
72
General Meetings
General Meetings of shareholders are called and deliberate in
accordance with the conditions provided by law. Any shareholder,
who has been a shareholder for at least five days before the meeting,
can participate, personally or through a representative. The Board
may reduce or abolish this time limit of five days provided that the
same rule is applied to all shareholders.
At the meeting of February 6, 2002, the Board decided to reduce
from five to three days the time limit for the suspension of dealings
in securities for the purpose of taking part in the General Meeting,
in accordance with article 18 of the Articles of Association.
A single voting right is attached to each share.
Declaration of ownership thresholds pursuant to
the Articles of Association
Every shareholder who becomes the owner of a number of shares
equal to or greater than 2% of the total number of shares, or equal
a multiple of this percentage, is bound within 15 days of the date
upon which any of these shareholding thresholds is passed, to
inform the Company of the total number of shares he owns,
by registered letter with acknowledgment of receipt requested,
addressed to the registered office.
Should the shareholder fail to notify the Company in accordance
with the conditions set out above, any shares in excess of the above
thresholds will forfeit their voting rights for any Shareholders'
Meeting for a period of two years following the date of rectification
of the notification, if the failure has been recorded and if one or
more shareholders holding at least 2% of the share capital so request,
in accordance with the conditions provided by law.
General information about the share
capital
Conditions imposed by the Articles of Association in respect of
alterations to the share capital and to the respective rights
attached to the various categories of shares: None
Authorized share capital - Form of shares
The share capital as at February 6, 2002 amounts to € 233,392,670
divided into 46,678,534 shares of € 5 nominal value which have
been fully paid-up.
At the shareholder's discretion, shares are either registered or bearer
shares.
Authorization to increase the share capital
The Board of Directors, by virtue of various resolutions passed by
Extraordinary General Meetings of shareholders, was given the
following authorizations:
Maximum
amount of the increase Date of the
Authorizations in the share capital authorization Duration
NS with PSR € 76.22m AGM of 26 months
up to an amount of May 12, 2000
€ 500m
(1)
Abbreviations : PSR - Preferential subscription right
NS - Negotiable Securities
(1)
Under this authorization, the maximum increase in the nominal authorized share capital is
€ 76.22m, and the maximum increase in indebtedness is € 500m. As at December 31, 2001,
this authorization has not been used.
Share subscription and/or purchase option plans and Company
Savings Plan:
The General Meeting held on May 12, 2000 authorized the Board of
Directors to:
1. grant options carrying a right of subscription or a right to
purchase shares to the managers and employees, on one or more
occasions and during a five-year period, up to a limit of 2.5% of
the share capital as fully diluted;
2. make increases in the share capital reserved for employees, on
one or more occasions during a five-year period, up to a limit of
1% of the share capital as fully diluted.
Other securities giving a right of access to the
share capital
• Options to subscribe for shares - In accordance with the
authorization given by the Extraordinary General Meeting held on
January 24, 1995, the Board of Directors granted the managers and
employees in the designated Group, options to subscribe for shares,
up to a limit of 4% of the share capital.The options to subscribe for
shares have a duration of 8 years and can be exercised at any time,
on one or more occasions, with effect from the 5th anniversary of
the date of their allocation by the Board of Directors. Under this
plan and as at December 30, 2000, 410,000 options had been
allocated (1,230,000 after the impact of the three-for-one share
split in June 2001), being 2.53% of the authorized share capital.
Following the distribution of reserves, the exercise ratio for these
options has been adjusted as follows: 1.1016 for the 1995,1996
and 1997 plans, 1.071 for the 1998 plan and 1.030 for the 1999
plan.As at December 31, 2001, the exercise of the options has given
rise to the creation of 225,063 new shares.After the cancellation of
options following the departure of some executives, the potential
number of shares that may be created now amounts to 1,051,404.
In accordance with the authorization given by the Extraordinary
General Meeting held on May 12, 2000, the Board of Directors
granted the managers and employees in the designated Group
options to subscribe for new shares and/or to purchase existing
shares up to a limit of 2.5% of the authorized share capital as fully
diluted. The share subscription and/or purchase options have a
duration of 8 years and may be exercised in the following manner:
30% at the end of the second year following the date of allocation,
30% at the end of the third year, and the balance or the entirety of
the options at the end of the fourth year, on the understanding that
the shares cannot be transferred by the beneficiaries before the end
of the fourth year. As at December 31, 2001, under this second
plan, 804,500 options had been allocated. Having regard to the
allocation date, no option has been exercised as at today's date.
After adjustments and cancellations, the potential number of shares
that may be created now amounts to 784,943.
• Options for the purchase of existing shares and/or to subscribe
for new shares - In accordance with the authorization of the
Combined General Meeting held on May 20, 1998, as amended by
a resolution of the Combined General Meeting held on April 22,
1999, the Board of Directors, in its meeting on the same date,
decided to increase the share capital by a nominal amount of about
FRF 181 million, subject to a possible increase of 15%, by the issue
of about 1,810,000 new shares of FRF 100 nominal value per share,
each carrying with it a warrant to purchase existing shares and/or
to subscribe for new shares, giving the holder, at the option of the
Company, the right to purchase existing shares and/or to subscribe
for new shares, and delegated to the Chairman the power to
determine the manner in which such issue would finally take place.

LEGAL INFORMATION
Using his delegated powers, the Chairman of the Board of Directors
decided to increase the share capital by FRF 208,150,000 by the issue
of 2,081,500 shares of FRF 100, each carrying with it a warrant giving
the right to purchase existing shares and/or to subscribe for new
shares.
These warrants can be exercised until May 11, 2004.The exercise ratio
was originally of one Unibail share of FRF 100 nominal value for
5warrants to purchase existing shares and/or to subscribe for new
shares plus the payment of € 130. Following adjustments, this exercise
ratio became 3.15 shares of € 5 nominal value for 5 warrants plus
€130. As at December 31, 2001, 170 warrants had been exercised,
giving rise to the purchase of 108 Unibail shares. During 2001,
the Company bought back and subsequently cancelled 360,063 warrants
in accordance with article L.225-159 of the Code of Commerce.
As at December 31, 2001, there were 1,721,052 outstanding warrants.
• Convertible bonds: today no convertible bonds exist anymore.
Other securities representing capital
None
Dividends
The amount of dividends paid in the course of the last five financial
years is given on page 76. During this period no payment of
interim dividend has been made.
The dividend is paid out from the profits and if necessary, from available
premiums. Until today's date, no use has been made of the
possibility provided by article 21 of the Articles of Association to
distribute the dividend in the form of new shares.
Dividends from Unibail treasury shares are recorded under retained
earnings.
Dividends that remain unclaimed for a period of five years from the
date they are made available for payment and, in accordance with
articles L 27 and R 46 of the ‘Code du Domaine de L’État’ (French
State Property Code), are paid over to the French Treasury.
Increases in the share capital of Unibail in the last five years
Total Amount of Premium associated
Dates Nature of the increase Number of shares issued number of shares the share capital with the transaction
Jul 1, 1996 Company Savings Plan 15,907 9,418,044 FRF 941,804,400 FRF 4,819,821
Dec 31, 1996 Conversion of bonds (1) 40 9,418,084 FRF 941,808,400 FRF 22,800
Jul 1, 1997 Company Savings Plan 18,019 9,436,103 FRF 943,610,300 FRF 6,342,688
Dec 17, 1997 Conversion of bonds (1) 14 9,436,117 FRF 943,611,700 FRF 7,980
Jul 1, 1998 Company Savings Plan 14,469 9,450,586 FRF 945,058,600 FRF 8,609,450
Aug 13, 1998 Conversion of bonds (1) 86 9,450,672 FRF 945,067,200 FRF 49,020
Aug 13, 1998 Share exchange offer for Frankoparis 747,776 10,198,448 FRF 1,019,844,800 FRF 459,373,752
Nov 26, 1998 Merger/takeover of Frankoparis 5,534 10,203,982 FRF 1,020,398,200 FRF 3,411,935
Dec 31, 1998 Conversion of bonds (1) 270 10,204,252 FRF 1,020,425,200 FRF 153,900
May 12, 1999 Capital increase in cash 2,081,500 12,285,752 FRF 1,228,575,200 FRF 1,413,232,213
Jul 1, 1999 Company Savings Plan 20,935 12,306,687 FRF 1,230,668,700 FRF 11,776,431
Jul 22, 1999 Exercise of warrants (2) 20 12,306,707 FRF 1,230,670,700 FRF 15,055
Sep 14, 1999 Conversion of bonds (1) 6,032 12,312,739 FRF 1,231,273,900 FRF 3,438,240
Dec 21, 1999 Contribution of CPI assets 2,447,617 14,760,356 FRF 1,476,035,600 FRF 1,821,557,680
Dec 31, 1999 Conversion of bonds (1) 134 14,760,490 FRF 1,476,490,000 76,380
May 12, 2000 Merger/takeover of CNIT SA 162,679 14,923,169 FRF 1,492,316,900 FRF 82,915,365
May 23, 2000 Conversion of bonds (1) 125 14,923,294 FRF 1,492,329,400 FRF 71,250
Jun 31, 2000 Conversion of bonds (1) 435,885 15,359,179 FRF 1,535,917,900 FRF 222,506,690
Jul 3, 2000 Company Savings Plan 13,621 15,372,800 FRF 1,537,280,000 FRF 8,665,415
Jul 27, 2000 Exercise of options (1995 plan) 8,220 15,381,020 FRF 1,538,102,000 FRF 2,468,688
Nov 21, 2000 Conversion of bonds (1) 639,837 16,020,857 FRF 1,602,085,700 FRF 325,671,550
Nov 21, 2000 Exercise of options (1995 plan) 32,024 16,052,881 FRF 1,605,288,100 FRF 9,617,672
Feb 13, 2001 Exercise of options (1995 plan) 7,516 16,060,397 FRF 1,606,039,700 FRF 2,257,257
Feb 13, 2001 Cancellation of shares -539,356 15,521,041 FRF 1,552,104,100 FRF -428,451,640
May 29, 2001 Exercise of options (1995-1996 plans) 8,670 15,529,711 FRF 1,552,971,100 FRF 2,628,781
Jun 13, 2001 Conversion of share capital into euros (3) - 46,589,133 € 232,945,665 € -3,727,131
Jul 13, 2001 Company Savings Plan 33,628 46,622,761 € 233,113,805 € 1,488,408
Jul 25, 2001 Exercise of options (1995-1996 plans) 23,912 46,646,673 € 233,233,365 € 431,911
Oct 9, 2001 Exercise of options (1995-1996 plans) 4,749 46,651,422 € 233,257,110 € 81,027
Feb 6, 2002 Exercise of options (1995-1996 plans) 27,112 46,678,534 € 233,392,670 € 460,757
(1)
Convertible bond issue - April 1994-3.75 % - represented by 2,930,385 bonds of FRF 670 nominal value.
(2)
Issue of 2,081,500 warrants allocated to subscribers to the increase in share capital decided by the Board of Directors on April 22, 1999 under delegated powers from the General Meeting of
the same date. These warrants may be exercised until May 11, 2004, at the price of 130 euros for each UNIBAIL share in exchange for 5 warrants (see above new exercise ratio since June 2001).
(3)
The conversion of the Company’s share capital into euros was accompanied by a three-for-one share split on June 13, 2001. Following this conversion and share split, the nominal value of each
share was set at € 5.
73

LEGAL INFORMATION
Share capital and voting rights
Breakdown of the share capital and voting rights
The authorized share capital as at February 6, 2002 comprises
46,678,534 shares with a nominal value of € 5 each, fully paid-up.
A voting right is attached to each share.
To the Company's knowledge, ownership of the shares breaks down
as follows:
- French investors: around 40%
- International investors: around 60%
To the Company's knowledge, no shareholder holds more than 5%
of the authorized share capital and voting rights (1) .
As at April 24, 2001, the members of the Board of Directors directly
or indirectly held 10.8% of the share capital and voting rights.
As at December 31, 2001, the Company Savings Plan reserved for
employees of the Company or its subsidiaries held 188,215 shares,
being 0.4% of the authorized share capital and voting rights.
So far as the Company is aware, there are no shareholders' agreements,
nor any person or group of persons exercising or capable of
exercising control over the Company.
Share buyback program
The Combined General Meeting held on April 24, 2001 authorized
the Board of Directors, pursuant to article L 225-209 of the New
French Code of Commerce, to proceed with the buyback of the
Company's treasury shares up to the limit authorized by the law of
10% of the total number of outstanding shares, adjusted for any
changes in the share capital during the authorization period, so as
to allow the Company (in descending order of priority), to:
• have at its disposal shares which could be used by way of swap
or payment in the context of external expansion transactions,
with a view to minimizing acquisition costs or more generally
to improving the terms of a transaction,
• adjust the structure of the Company’s financial resources in
order to optimise recurring cash-flow per share, by cancelling
or exchanging shares, whenever necessary, in order to neutralize
the potentially dilutive impact of shares issued by the
Company and giving access to the share capital,
• have at its disposal shares which might be transferred to its
managers and employees and those of connected companies in
the context of new share allocation schemes, share purchase
schemes or Company Savings Plans,
• reduce its capital by the cancellation of all or part of its shares,
in order to optimise the profit per share and/or the cash-flow
per share.
The maximum purchase price was initially fixed at € 250 and the
minimum sale price at € 202, based on a nominal value of FRF 100,
on the understanding that these price limits may be adjusted if
necessary as required by potential financial transactions of the
Company. In particular, following the conversion of the Company’s
share capital into euros and a three-for-one share split, the maximum
purchase price is fixed at € 83.33 and the minimum sale price
at € 67.33, based on a nominal value of € 5 per share.
This authorization is valid for a period of eighteen months as from
the Combined General Meeting of April 24, 2001.
This authorization was the subject of a bulletin approved by the COB (2) ,
n° 01-266 dated March 23, 2001.
At the General Meeting to be held on April 3, 2002 (if a quorum is
present) or on April 10, 2002 (following a second notice), the Board
of Directors will propose to the shareholders that this authorization
be renewed. The maximum purchase price would be € 80 and the
minimum sale price would be € 70. This new program will be the
subject of a bulletin submitted for the approval of the COB (2) .
The number of the treasury shares held by the Company in the
context of the buyback scheme or arising from asset transfer transactions,
amounted as at December 31, 2001 to 1,485,341 shares or
3.18% of the authorized share capital.
• purchase and sell shares according to market conditions,
(1)
Percentage of ownership known on the day of the last Annual General Meeting, including
shares owned by groups and group subsidiaries to which certain Directors belong.
(2)
Commission des Opérations de Bourse: French Stock Exchange Commission.
74

LEGAL INFORMATION
Share capital and stock exchange
Shares
All shares forming the share capital are listed on the First Market (Premier Marché) of the Paris Stock Exchange and are included in the SBF 120, SBF 80 and Euronext
100 indexes.
1997 1998 1999 2000 2001 2002
Market capitalization (€ million) (a) 864.5 1,267.8 1,811.9 2,724.2 2,661.4 2,800.7
Average daily turnover (c)
(thousands) 51.39 52.41 55.14 81.96 89.01 80.8
Share price (€) (c)
- Highest 31.3 46.8 46.4 59.8 66.0 61.8
- Lowest 25.1 30.1 36.1 41.6 48.7 54.0
- Last closing 30.5 41.4 41.8 56.6 57.1 60.0
(b)
(a)
last quotation of the year or in the period (February 28, 2002)
(b)
based on prices from January 1, 2002 to February 28, 2002
(c)
the financial years before 2001 have been restated in accordance with the three-for-one share split of June 2001.
Last 18-month trading volumes (number of shares and total value)
Source EURONEXT, off-system transactions included
Shares
(at the closing price)
Highest price Lowest price Volume traded Amount traded
Month in € in € (in millions of €)
2000
September 59.3 54.7 2,583,924 143.6
October 56.7 51.3 1,329,801 71.4
November 56.6 51.4 1,245,636 66.9
December 56.8 54.4 2,100,825 116.5
2001
January 59.7 56.3 2,070,048 120.4
February 64.6 59.5 1,853,958 114.5
March 62.2 57.5 2,533,602 150.8
April 61.8 58.0 1,676,796 98.9
May 64.4 59.8 2,584,044 160.4
June 64.1 61.0 1,477,087 92.4
July 65.5 62.1 1,719,745 110.4
August 62.2 58.0 1,275,528 77.6
September 60.5 51.5 1,874,957 103.3
October 59.3 54.1 1,874,542 106.0
November 60.0 55.0 1,961,921 113.7
December 57.4 55.1 1,616,810 90.8
2002
January 58.1 56.5 1,775,187 101.4
February 61.6 55.0 1,619,059 95.2
75

LEGAL INFORMATION
Warrants
Highest price Lowest price Volume traded Amount traded
Month in € in € in millions of €
2000
September 11.50 8.90 196,707 2.0
October 10.40 7.42 85,151 0.7
November 10.50 8.50 188,302 1.7
December 9.95 8.34 183,113 1.7
2001
January 11.85 9.90 433,313 4.6
February 14.23 11.41 228,218 3.0
March 13.85 10.23 133,714 1.6
April 12.83 10.13 75,255 0.8
May 12.95 11.5 138,173 1.7
June 14.3 11.85 377,427 5.1
July 15.5 12.6 1 31,297 1.9
August 13.83 11.55 69,930 0.9
September 12.44 5.52 268,391 2.4
October 12 8.06 123,343 1.2
November 12.19 8.6 107,017 1.1
December 10.2 9.21 277,643 2.6
2002
January 10.38 9.55 23,719 0.2
February 11.95 9.10 154,613 1.7
Share capital and dividends
Dividends over the last five years * 1996 1997 1998 1999 2000
Number of shares 28,254,252 28,308,351 30,612,756 44,281,470 46,563,123
Net dividends per share 1.47 1.52 1.58 1.67 1.67 **
*
The financial years before 2001 have been restated in accordance with the three-for-one stock split of June 2001
**
Without the tax credit
Allocation of the 2001 profit and dividend
€
Net profit 2001 94,025,370
Retained earnings 1,698,165
Total 95,723,535
Distribution -91,023,142
Retained earnings 4,700,393
Allocation to the payment of the equalization tax 11,669,634
Allocation to the payment of the dividend 79,353,508
Total distribution 91,023,142
i.e. Net dividend per share: 1.70
With a tax credit of:
for institutional shareholders 0.39
for individual shareholders 0.73
76

LEGAL INFORMATION
BOARD OF DIRECTORS
At the conclusion of the April 2002 General Meeting.
Léon BRESSLER (1)*
Born in Paris in 1947, graduate in Law and of the ‘Institut d’Etudes
Politiques’ of Paris, he has been a director of Unibail since 1984. He
has been Chairman of the Board of Directors since 1992. His directorship
was last renewed at the General Meeting held on April 22,
1999 for a period of three years, until the General Meeting called
to approve the accounts for the financial year ending December 31,
2001.
Léon Bressler is, in addition: Chairman & CEO of Paris Expo;
Chairman of Unibail Management; Member of the Supervisory
Board of NSMD; Director of Espace Expansion, Arc 108, Mk2, Espace
Champerret and Omnifinance; Member of the Executive
Committee of Tanagra; permanent representative of Unibail in SNC
50 Montaigne, SCI du CC des Pontos, SCI Rosny Beauséjour, SAS
Immobilière Salamine, SAS Immobilière Lidice and SAS Immobilière
Tonga.
Bruno BOUTROUILLE (2)*
Born in Cambrai in 1940, he is a graduate of the ‘Institut d’Etudes
Politiques’ of Paris and of ENA ("Montesquieu" class of 1966) as
well as a Law graduate (Economic Sciences). He represented the
Caisse des Dépôts et Consignations on the Board of Unibail from
1990 until the meeting of the Board of Directors on February 13,
2001, which proposed his appointment as a director. Mr Boutrouille
is also a permanent representative of CDC on the Board of Directors
of SITCE and SETGE, and a director of the LBI mutual fund.
Nicholas CLIVE WORMS (1)
Born in London (England) in 1942, graduate of the 'Institut d’ Etudes
Politiques' of Paris and Harvard Business School, he has been on the
Board of Unibail since 1994. His directorship was last renewed at
the General Meeting held on May 12, 2000 for a period of three
years, until the General Meeting called to approve the accounts for
the financial year ending December 31, 2002. He is Chairman of the
Supervisory Board of WORMS & Cie, as well as Chairman of WORMS
& Co Inc and WORMS & Co Ltd. He is also a director of LVMH Moët
Hennessy Louis Vuitton, Arjo Wiggins Appleton plc, Haussmann
Holdings NV, as well as being a permanent representative of Permal
Group SA on the Board of Directors of Ifabanque.
CREDIT LYONNAIS represented by Jean-Jacques Dayries (2) .
Jean-Jacques DAYRIES. Born in Rabat (Morocco) in 1946, he is an
engineering graduate of the BTP and the holder of an MBA
(INSEAD). He is in charge of the Real Property and Hotels
Department of Credit Lyonnais. He does not serve as director for
any other listed company.
Crédit Lyonnais has been a director of Unibail since 1988. Its
directorship was last renewed at the General Meeting held on May
12, 2000 for a period of three years, until the General Meeting
called to approve the accounts for the financial year ending
December 31, 2002.
Jean-Jacques Dayries is Chairman of the Board of Directors of
Franclim and Clinfim and a director of Lion Immobilier Services,
Slibail Immobilier, Sligeri and Tractel SA. He is also a manager of SCI
du Verger and SNC Corneille, and a permanent representative of
Crédit Lyonnais on the Board of Directors of Soflim and Cogefo.
Jacques DERMAGNE (1)*
Born in Paris in 1937, he holds a Master’s degree in Private Law and
is Chairman of the Economic and Social Council. He has been a
director of Unibail since 1993. His directorship was last renewed at
the General Meeting held on April 22, 1999 for a period of three
years, until the General Meeting called to approve the accounts for
the financial year ending December 31, 2001. He is also a member
of the Supervisory Boards of Devanlay, Optorg, DMC, Cetelem and
France Convention.
Jean-Claude JOLAIN
Born in Laxou (54) in 1943, he is a graduate of the ‘Institut d’Etudes
Politiques’ of Paris, the holder of a post-graduate professional Law
degree (DES) and graduate of ENA (‘Turgot’ class of 1968), and has
been on the Board of Unibail since 1989. His directorship was last
renewed at the General Meeting held on April 24, 2001 for a period
of three years, until the General Meeting called to approve the
accounts for the financial year ending December 31, 2003.
He is Chairman & CEO of SAGI and Villes Services Plus; Chairman
of UESL; Member of the Steering and Supervisory Committee of
Crédit Municipal de Paris; Director of Semidep, Efidis, CCF, Perexia
and CNAM; permanent representative of SAGI on the Board of
Directors of Semavip, Semaest, Paris Expo, Sogaris, SNTE and SNC
Duranti.
CRAF-Caisse de Retraite du Personnel au Sol de la Compagnie Air
France - represented by Pasquin Ordioni.
Pasquin ORDIONI. Born in Paris in 1927, he holds an ISFA degree in
actuarial studies from the University of Lyons. He is Chairman of
CRAF. The directorship of CRAF was renewed by the General
Meeting held on May 12, 2000 for a term of three years, until the
General Meeting called to approve the accounts for the financial
year ending December 31, 2002. Pasquin Ordioni is a permanent
representative of CRAF on the Board of Directors of Equigest and in
the companies SCI Saint Georges, Blanqui 74 and Petit Moulin.
Henri MOULARD (2)
Born in St Genis Terrenoire (42) in 1938, he is a graduate of the
‘Institut d’Etudes Politiques’ of Lyons, a graduate in private law, and
the holder of a post-graduate professional Law degree (DES) in
public law. He was appointed as a director at the General Meeting
held on May 20, 1998. His directorship was last renewed at the
General Meeting held on April 24, 2001 for a period of three years,
until the General Meeting called to approve the accounts for the
financial year ending December 31, 2003. Henri Moulard is
Chairman & CEO of Generali France Holding, Generali France
Assurances, Generali France Assurances-Vie, GPA Vie, GPA Iard, La
Fédération Continentale and La France Assurances; and Chairman
of the Board of ABN AMRO France (until December 31, 2001).He is
also Chairman of Invest In Europe; a director of L'Equité, Banque
77

LEGAL INFORMATION
Commerciale du Maroc, Burelle SA, Corifrance, DIL France SA, ELF
Aquitaine, GFI Informatique and ISIS; and permanent representative
of GFA Iard in Europ Assistance Holding and of Generali France
Holding in Generali Finances.
Roger PAPAZ (1)*
Born in Paris in 1925, he is a Science graduate and a graduate of the
‘Institut des Actuaires Français’, and has been on the Board of
Unibail since 1978. His directorship was last renewed at the
General Meeting held on April 22, 1999 for a period of three years,
until the General Meeting called to approve the accounts for the
financial year ending December 31, 2001. As Honorary Managing
Director of AGF, Roger Papaz is also Vice-President of the
Supervisory Board of Euler, a member of the Supervisory Board of
Vendôme Rome Participations SA, and a director of Foncière
Lyonnaise, EMGP and Batiparts.
Jean-Jacques ROSA
Born in Marseilles in 1941, and holder of a doctorate in Economics
and a post-graduate degree in Economic Sciences, he was
appointed as a director of Unibail at the General Meeting held on
May 20, 1998. His directorship was last renewed at the General
Meeting held on April 24, 2001 for a period of three years, until the
General Meeting called to approve the accounts for the financial
year ending December 31, 2003. He is a University Professor and
teaches at the 'Institut d’Etudes Politiques’ in Paris. He is also a
director of SAIA.
Jean-Philippe THIERRY
Born in Paris in 1948, graduate of the 'Institut d’Etudes Politiques'
of Paris, and the holder of a DES in Economic Sciences, he has been
on the Board since 1992. His directorship was last renewed at the
General Meeting held on April 24, 2001 for a period of three years,
until the General Meeting called to approve the accounts for the
financial year ending December 31, 2003. He is Chairman & CEO of
AGF, AGF Holding, AGF Vie, AGF Iart, AGF International and AGF La
Lilloise. He is also Chairman of the Supervisory Board of Euler and
AGF Informatique, member of the Supervisory Board of Baron
Philippe de Rothschild SA, Cie Financière Saint Honoré and Société
du Louvre; and a director of AGF Belgium Insurance, Allianz Seguros
y Reaseguros and AGF RAS Holding.
UNIFICA (Groupe Crédit Agricole) represented by Jean-Renaud
LE MILON.
Jean-Renaud LE MILON. Born in Enghien les Bains (95) in 1946,
he holds a Master's degree in Law, a post-graduate professional Law
degree (DES), and is a graduate of ENA. He is Managing Director of
UNIFICA. The company has been a director of Unibail since 1995.
Its directorship was last renewed at the General Meeting held on
April 24, 2001 for a period of three years, until the General Meeting
called to approve the accounts for the financial year ending
December 31, 2003. Jean-Renaud Le Milon is a permanent representative
of UNIFICA on the Board of Ucabail Immobilier and Unicomi.
(1)
Member of the Nominations & Remuneration Committee.
(2)
Member of the Audit Committee.
* Renewal of mandate approved by the General Meeting held in April 2002.
78

LEGAL INFORMATION
Management
Chairman and CEO:
Léon BRESSLER **
Executive Vice President - Chief Financial Officer:
Guillaume POITRINAL **
Executive Vice President:
Olivier LECOMTE
**
Responsible officers pursuant to article 17 of the Law dated January 24, 1984 known as
the "banking law".
Remuneration of the Chairman
The gross remuneration paid to the Chairman in the year 2001
amounted to € 762,245, consisting of a fixed amount, unchanged
since 1995, of € 381,122 (50% of the total remuneration) and of a
variable amount of € 381,122 based on the financial year 2000
(50% of the total remuneration) which was calculated according to
two criteria:
• the rate of growth in recurring cash flow before tax per share,
• net consolidated profit (group share).
In his capacity as director and member of the Nominations and
Remuneration Committee, the Chairman was paid € 18,294 in
directors' fees. The Chairman does not receive other directors' fees
for companies in the Group for which he serves as director.
The Chairman has a company car.
As at December 31, 2001, the Chairman held options to subscribe
for shares, the principal characteristics of which are as follows:
Board of Number Exercice
Directors’ of possible Price
meeting on shares (1) Period to exercise (in €)
March 28, 1995 75,453 Mar 28, 2000 to Mar 27, 2003 20.05
March 27, 1996 33,534 Mar 27, 2001 to Mar 26, 2004 22.78
March 19, 1997 83,835 Mar 19, 2002 to Mar 18, 2005 23.41
March 18, 1998 32,604 Mar 18, 2003 to Mar 17, 2006 29.46
November 21, 2000 76,104 Nov 21, 2002 to Nov 20, 2008 51.94
(1)
After the three-for-one share split
• Each director receives a maximum fee of € 15,245.Three-quarters
of this amount comprises a fixed fee (€ 11,434), while the remaining
quarter is a variable portion that depends on each
director’s attendance rate at meetings. The fixed fee is paid in
four equal quarterly instalments. The variable portion is based
on a number of points accumulated by each director according
to his attendance (one point per meeting). Each director
automatically receives two points. At the end of the year, the
value per point is calculated by dividing the total amount to be
allocated by the total number of points awarded for attendance.
• An additional € 3,049 is payable to each member of the Audit
and Remuneration Committees (including their Chairmen).
• An additional € 1,525 is payable to the Chairmen of the Audit
and Remuneration Committees.
Remuneration received by directors in respect of 2001
Jean-Philippe THIERRY € 13,974
Bruno BOUTROUILLE € 19,818
Nicholas CLIVE WORMS € 17,659
CREDIT LYONNAIS € 16,134
Jacques DERMAGNE € 17,659
CRAF € 15,245
Jean-Claude JOLAIN € 15,245
Henri MOULARD € 17,659
Roger PAPAZ € 19,818
UNIFICA € 13,974
Jean-Jacques ROSA € 13,974
Top ten executives in terms of share options
exercised and top twelve executives in terms of
share options granted
In terms of share options exercised, the top ten executives, not being
representatives on the Board of Directors, exercised a combined
total of 38,171 options at an average price of € 21.89.
In terms of share options granted, the top twelve executives were
granted a combined total of 150,000 options at a price of € 53.44.
The chairman did not receive nor exercise any option in the year
2001.
Remuneration of the directors (1)
The Combined General Meeting of May 12, 2000 fixed the amount of
directors’ fees allocated each year to € 213,428 as from January 1, 2000.
The Board Meeting of May 23, 2000 laid down the following rules for
allocating these fees:
(1)
Not including information relating to the Chairman.
(2)
Pursuant to the non-discriminatory principle, the number of executives mentioned can
exceed 10 if an identical number of share options is granted.
79

REFERENCE DOCUMENT
Persons responsible for this document, for the financial information
and for auditing the accounts
Person responsible for the reference document
Léon BRESSLER, Chairman and CEO
Certificate of the person responsible for the reference document
To the best of our knowledge, the data contained in this document is accurate; it includes all the information necessary for investors to make
a judgment on the assets, business, financial situation, profits and prospects of the issuer and of its group; it does not contain any omissions
of such a kind as would affect its accuracy.
Léon BRESSLER
Persons responsible for auditing the accounts
Principal statutory Auditors
ERNST & YOUNG Audit EURAAUDIT FIDEURAF
4, rue Auber 135, boulevard Haussmann
75009 - PARIS 75008 - PARIS
Christian MOUILLON
Yves BLAISE
Date of commencement of term of office
AGM held on may 13, 1975 AGM held on may 13, 1975
Terms of office and expiry dates
Terms of office expire at the Ordinary General Meeting held to approve the accounts for the financial year 2004
Deputy Auditors
BARBIER, FRINAULT ET ASSOCIES MAZARS ET GUERARD
41, rue Ybry 125, rue de Montreuil
92576 Neuilly-sur-Seine Cedex 75011 PARIS
Date of commencement of term of office
AGM held on April 24, 1985 AGM held on May 26, 1992
Terms of office and expiry dates
Terms of office expire at the Ordinary General Meeting held to approve the accounts for the financial year 2004
Financial Information
Guillaume POITRINAL – Executive Vice President and Chief Financial Officer
Tel: 33 (0)1 53 43 73 00
Philippe RISSO – Head of Financial Resources
And Investor Relations
Tel: 33 (0)1 53 43 72 91
80

REFERENCE DOCUMENT
Report of the Statutory Auditors on the Registration Document
In our capacity as statutory auditors of Unibail and in compliance with the "Commission des Opérations de Bourse" (the French Stock Exchange
Regulatory Body) Rule n°98-01, we have verified, in accordance with French professional standards, the information in respect of the financial
position and historic financial statements included in the accompanying Registration Document.
This Registration Document is the responsibility of the Chairman of the Board of Directors. Our responsibility is to issue an opinion on the
fairness of the information contained therein with respect to the financial position and financial statements.
We conducted our review in accordance with French professional standards. This review consisted in assessing the fairness of the information
on the financial position and financial statements and to verify their consistency with the audited accounts. We also reviewed other financial
information contained in the Registration Document in order to identify any significant inconsistency with information in respect of the
financial position and financial statements and to bring to your attention any obvious misstatements we noted based on our general
understanding of the company gained through our audit. The forecasts provided in the Document are the application of the expectations and
intentions of Management’s strategy, and we did not perform a review thereon.
We performed an audit of the annual and consolidated accounts for the years ending December 31, 2001, December 31, 2000 and December 31,
1999, as approved by the Board of Directors, in accordance with French professional standards. Our report on these annual and consolidated
accounts was unqualified but contained the following emphasis of matters:
-in 1999, there was a change in the accounting method relating to the cost of issuing public traded bonds;
- in 2000, there were changes in accounting methods in accordance with the CRC (the French Accounting Standards Committee) Rule 99-07
relating to the consolidation principles to be adopted by companies subject to the Comité de la Réglementation Bancaire & Financière
(the French Banking and Financial Institutions Regulation Committee);
-in 2001, there was a change in the recognition of deferred taxes on consolidated difference allocated to the real estate properties booked
before January 1, 2000.
On the basis of the work performed, we have nothing to report in respect to the fairness of the information on the financial position and
financial statements contained in the Registration Document.
March 15, 2002
The Statutory Auditors
EURAAUDIT FIDEURAF
Yves BLAISE
ERNST & YOUNG Audit
Christian MOUILLON
81

REFERENCE DOCUMENT
Contents of the registration document
(pursuant to COB regulation 98-01)
Section Headings Pages
1.1 Names and positions of the persons responsible for this document 80
1.2 Certificate of the persons responsible 80-81
1.3 Names and addresses of the officers of the Company 80
3.1 Information of a general nature concerning the issuer 71-72
3.2 Information of a general nature concerning the share capital 72 to 76 and 79
3.3 Current distribution of the share capital and voting rights 74 and 84
3.4 Issuer's securities market 75-76 and 83-84
3.5 Dividends 69 and 73
4.1 Presentation of the Company and of the Group 1 to 40
4.3 Exceptional items and litigation 66
4.4 Staff 66
4.5 Investment policy 1 to 21
5.1 Issuer's accounts 41 to 70
6.2 Directors' interests in the share capital 67 and 79
7.1 Recent developments 65
7.2 Future prospects 5
82

Photographs: Paul Maurer, Steve Murez,
Cédric Lane/Atelier Mesh (Carré Sénart and Les Quatre Temps illustrations),
Jean-Yves Amon (Cité du Retiro model),
Bernard Collet, Luc Pérénon, Patrick Quesselaire, Jean-Pierre Salomon et Unibail's Photographic Library
Photograph on the cover: Coeur Défense Atrium
Concept - design and production Harrison & Wolf
This is a free translation of the French original report available upon request at Unibail’s headquarters.
Headquarters of UNIBAIL
5, boulevard Malesherbes
75802 Paris cedex 08 - France
Tel: 33 (0)1 53 43 74 37
Fax: 33 (0)1 53 43 74 38
www.unibail.com
83

The Unibail shares are listed on the Paris Stock Exchange: Sicovam code: 12471, Reuters : UNBP.PA, Bloomberg : UL.FP
Fiscal representation in Germany (Law dated July 28, 1969). Registration with the SEC in the United-States (Form 20-F)
Financial services (shares and dividends): Crédit Agricole Investor Services Corporate Trust-SE
Service Assemblées – 128, Boulevard Raspail 75288 Paris cedex 06
Tel. 33 (0)1 43 23 81 87 - Fax 33 (0)1 43 23 89 47
Web site: http://www.unibail.com
Investor relations: 33 (0)1 53 43 72 91
5, boulevard Malesherbes
75802 Paris cedex 08 - France
www.unibail.com
84

STOCK MARKET PERFORMANCE AND SHAREHOLDERS
Stock market performance
Stock market value creation is measured by Total
Shareholder Return (TSR). This indicates the change
in the company’s share price over a given period,
plus the dividends it has paid out during the period,
assuming they have been immediately reinvested in
its shares.
In 2001, despite an unfavourable global stock market
context, Unibail’s TSR amounted to 3.6%.
Between January 1, 1993 and December 31, 2001,
Unibail’s shares annualized TSR amounted to
19.6%, compared with 11.3% for the EPRA property
investment companies performance index.
(1)
This is the gross TSR figure, i.e. before tax on capital gains and
dividends, and excluding tax credits.
(2)
European Public Real Estate Association (http://www.epra.com)
Comparative performance of Unibail’s stock
Dividends reinvested (basis 100 as at January 1, 1993)
— Unibail (with dividends being reinvested)
— EPRA index Euro zone (with dividends being reinvested)
550
450
350
250
150
100
50
1993 1994 1995 1996 1997 1998 1999 2000 2001
Further increase in liquidity
Once again, the liquidity of the Unibail stock increased in 2001, to reach an average volume of 89,000 shares a
day, that is a daily amount of € 5.3m.
12-month moving volume — Monthly average share price (€)
1,500,000,000
1,350,000,000
1,200,000,000
1,050,000,000
900,000,000
750,000,000
600,000,000
450,000,000
300,000,000
150,000,000
0
Volume (e) 1998 1999 2000 2001 2002
80
74
68
62
56
50
44
38
32
26
20
Share
price (e)
Historical data restated according to the three-for-one stock split on June 13, 2001
Shareholding structure
Unibail has a large free float and a diversified ownership
structure, which mainly comprises French and
international institutional investors.
Based on available information at year-end 2001,
French investors account for an estimated 40% of the
Company’s capital. European investors (mainly Dutch
and British) own some 30% of the capital, while other
international investors (mainly North American and
Asian) hold a combined stake of around 30%.
30%
European institutional
investors
30%
North American & Asian
institutional investors
40%
French investors

5 boulevard Malesherbes
75802 Paris cedex 08
Tel. 33 (0)1 53 437 437
www.unibail.com