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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934



For the fiscal quarter ended
September 30, 2004



Commission file number 1-31908



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CATELLUS DEVELOPMENT CORPORATION

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-2953477                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



201 Mission Street

San Francisco, California 94105

(Address of principal executive offices and zip code)



Registrants telephone number, including area code:

(415) 974-4500



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



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



As of November 1, 2004, there were 103,039,418 issued and outstanding shares
of the Registrants Common Stock.



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



INDEX



|                              |  |         |  |                                                                                                                 |  |        
|----------------------------- |  | ------- |  | --------------------------------------------------------------------------------------------------------------- |  | -------
|                              |  |         |  |                                                                                                                 |  | Page No
|PART I.
FINANCIAL INFORMATION |  |        
|                              |  | Item 1. |  | Financial Statements (Unaudited)                                                                                |  |        
|                              |  |         |  | Condensed Consolidated Balance Sheet as of September 30, 2004 and December 31, 2003                             |  | 2      
|                              |  |         |  | Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2004 and 2003 |  | 3      
|                              |  |         |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003           |  | 4      
|                              |  |         |  | Notes to Condensed Consolidated Financial Statements                                                            |  | 5      
|                              |  | Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                           |  | 21     
|                              |  | Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk                                                      |  | 47     
|                              |  | Item 4. |  | Controls and Procedures                                                                                         |  | 47     
|PART II.
OTHER INFORMATION    |  | 47     
|                              |  | Item 1. |  | Legal Proceedings                                                                                               |  | 47     
|                              |  | Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                     |  | 48     
|                              |  | Item 3. |  | Defaults Upon Senior Securities                                                                                 |  | 48     
|                              |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                             |  | 49     
|                              |  | Item 5. |  | Other Information                                                                                               |  | 49     
|                              |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                                |  | 49     
|SIGNATURES                    |  | 50     



1



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements (Unaudited)



CATELLUS DEVELOPMENT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                                                                                       |  |                   |           |   |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                       |  | September 30,2004 |           |   | December 31,2003 |  
|                                                                                                                                                       |  | (Unaudited)       |          
|Assets                                                                                                                                                 |  |                   |           |   |                  |   |           |  
|Properties                                                                                                                                             |  | $                 | 2,635,367 |   |                  | $ | 2,498,015 |  
|Less accumulated depreciation                                                                                                                          |  |                   | (486,288  | ) |                  |   | (446,872  | )
|                                                                                                                                                       |  |                   |           |   |                  |   |           |  
|                                                                                                                                                       |  |                   | 2,149,079 |   |                  |   | 2,051,143 |  
|Other assets and deferred charges, net                                                                                                                 |  |                   | 270,065   |   |                  |   | 292,312   |  
|Notes receivable, less allowance                                                                                                                       |  |                   | 84,519    |   |                  |   | 119,202   |  
|Accounts receivable, less allowance                                                                                                                    |  |                   | 21,857    |   |                  |   | 19,752    |  
|Assets held for sale                                                                                                                                   |  |                   | 6,778     |   |                  |   | 2,352     |  
|Restricted cash and investments                                                                                                                        |  |                   | 12,646    |   |                  |   | 64,617    |  
|Cash and cash equivalents                                                                                                                              |  |                   | 23,855    |   |                  |   | 45,931    |  
|                                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total                                                                                                                                                  |  | $                 | 2,568,799 |   |                  | $ | 2,595,309 |  
|                                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Liabilities and stockholders equity                                                                                                                   |  |                   |           |   |                  |   |           |  
|Mortgage and other debt                                                                                                                                |  | $                 | 1,353,941 |   |                  | $ | 1,378,054 |  
|Accounts payable and accrued expenses                                                                                                                  |  |                   | 125,668   |   |                  |   | 157,036   |  
|Deferred credits and other liabilities                                                                                                                 |  |                   | 300,867   |   |                  |   | 291,530   |  
|Liabilities associated with assets held for sale                                                                                                       |  |                   | 72        |   |                  |   | 2,296     |  
|Deferred income taxes                                                                                                                                  |  |                   | 50,461    |   |                  |   | 56,712    |  
|                                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total liabilities                                                                                                                                      |  |                   | 1,831,009 |   |                  |   | 1,885,628 |  
|                                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Commitments and contingencies (Note 8)                                                                                                                 |  |                   |           |   |                  |   |           |  
|Stockholders equity                                                                                                                                   |  |                   |           |   |                  |   |           |  
|Common stock, 104,339 and 103,822 shares issued, and 103,039 and 102,724 shares outstanding at September 30, 2004 and December 31, 2003,
respectively  |  |                   | 1,043     |   |                  |   | 1,039     |  
|Paid-in capital                                                                                                                                        |  |                   | 500,578   |   |                  |   | 489,143   |  
|Unearned value of restricted stock and restricted stock unit grants (1,300 and 1,098 shares at September 30, 2004 and December 31, 2003,
respectively) |  |                   | (19,845   | ) |                  |   | (22,720   | )
|Accumulated earnings                                                                                                                                   |  |                   | 256,014   |   |                  |   | 242,219   |  
|                                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total stockholders equity                                                                                                                             |  |                   | 737,790   |   |                  |   | 709,681   |  
|                                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Total                                                                                                                                                  |  | $                 | 2,568,799 |   |                  | $ | 2,595,309 |  
|                                                                                                                                                       |  |                   |           |   |                  |   |           |  



See notes to condensed
consolidated financial statements.



2



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CATELLUS DEVELOPMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)



|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|------------------------------------------------------------ |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                                             |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                             |  | 2004                            |         |   | 2003                           |   |         | 2004 |  |   | 2003     |  
|                                                             |  | (Unaudited)                     |         |   | (Unaudited)                    |  
|Revenues                                                     |  |                                 |         |   |                                |   |         |     
|Rental revenue                                               |  | $                               | 76,548  |   |                                | $ | 74,079  |      |  | $ | 229,373  |   |  | $ | 219,907  |  
|Sales revenue                                                |  |                                 | 39,487  |   |                                |   | 45,515  |      |  |   | 84,477   |   |  |   | 78,425   |  
|Management, development and other fees                       |  |                                 | 394     |   |                                |   | 2,954   |      |  |   | 2,851    |   |  |   | 9,901    |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|                                                             |  |                                 | 116,429 |   |                                |   | 122,548 |      |  |   | 316,701  |   |  |   | 308,233  |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Costs and expenses                                           |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Property operating costs                                     |  |                                 | (21,775 | ) |                                |   | (22,760 | )    |  |   | (63,037  | ) |  |   | (61,568  | )
|Cost of sales                                                |  |                                 | (23,144 | ) |                                |   | (27,171 | )    |  |   | (51,108  | ) |  |   | (50,424  | )
|Selling, general and administrative expenses                 |  |                                 | (13,619 | ) |                                |   | (15,365 | )    |  |   | (39,181  | ) |  |   | (35,423  | )
|Depreciation and amortization                                |  |                                 | (20,344 | ) |                                |   | (17,721 | )    |  |   | (56,980  | ) |  |   | (51,311  | )
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|                                                             |  |                                 | (78,882 | ) |                                |   | (83,017 | )    |  |   | (210,306 | ) |  |   | (198,726 | )
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Operating income                                             |  |                                 | 37,547  |   |                                |   | 39,531  |      |  |   | 106,395  |   |  |   | 109,507  |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Other income                                                 |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Equity in (losses) earnings of operating joint ventures, net |  |                                 | (802    | ) |                                |   | 540     |      |  |   | 3,991    |   |  |   | 5,199    |  
|Equity in earnings of development joint ventures, net        |  |                                 | 1,204   |   |                                |   | 7,553   |      |  |   | 5,822    |   |  |   | 16,834   |  
|Gain on non-strategic asset sales                            |  |                                 |        |   |                                |   | 928     |      |  |   | 16,441   |   |  |   | 8,285    |  
|Interest income                                              |  |                                 | 2,143   |   |                                |   | 1,745   |      |  |   | 7,381    |   |  |   | 5,458    |  
|Other                                                        |  |                                 | 1,166   |   |                                |   | 581     |      |  |   | 2,423    |   |  |   | 2,530    |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|                                                             |  |                                 | 3,711   |   |                                |   | 11,347  |      |  |   | 36,058   |   |  |   | 38,306   |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Other expenses                                               |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Interest expense                                             |  |                                 | (15,763 | ) |                                |   | (15,583 | )    |  |   | (47,821  | ) |  |   | (48,778  | )
|REIT transition costs                                        |  |                                 |        |   |                                |   | (1,416  | )    |  |   | (420     | ) |  |   | (4,779   | )
|Other                                                        |  |                                 | (1,693  | ) |                                |   | (411    | )    |  |   | (3,942   | ) |  |   | (607     | )
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|                                                             |  |                                 | (17,456 | ) |                                |   | (17,410 | )    |  |   | (52,183  | ) |  |   | (54,164  | )
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Income before income taxes and discontinued operations       |  |                                 | 23,802  |   |                                |   | 33,468  |      |  |   | 90,270   |   |  |   | 93,649   |  
|Income tax expense                                           |  |                                 | (5,905  | ) |                                |   | (12,456 | )    |  |   | (7,818   | ) |  |   | (34,842  | )
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Income from continuing operations                            |  |                                 | 17,897  |   |                                |   | 21,012  |      |  |   | 82,452   |   |  |   | 58,807   |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Discontinued operations, net of income tax:                  |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Gain (loss) from disposal of discontinued operations         |  |                                 | 11,617  |   |                                |   | (201    | )    |  |   | 13,631   |   |  |   | 4,218    |  
|Income from discontinued operations                          |  |                                 | 299     |   |                                |   | 138     |      |  |   | 1,155    |   |  |   | 589      |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Net gain (loss) from discontinued operations                 |  |                                 | 11,916  |   |                                |   | (63     | )    |  |   | 14,786   |   |  |   | 4,807    |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Net income                                                   |  | $                               | 29,813  |   |                                | $ | 20,949  |      |  | $ | 97,238   |   |  | $ | 63,614   |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Income per share from continuing operations                  |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Basic                                                        |  | $                               | 0.17    |   |                                | $ | 0.21    |      |  | $ | 0.80     |   |  | $ | 0.59     |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Assuming dilution                                            |  | $                               | 0.17    |   |                                | $ | 0.20    |      |  | $ | 0.79     |   |  | $ | 0.58     |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Income per share from discontinued operations                |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Basic                                                        |  | $                               | 0.12    |   |                                | $ |        |      |  | $ | 0.14     |   |  | $ | 0.05     |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Assuming dilution                                            |  | $                               | 0.12    |   |                                | $ |        |      |  | $ | 0.14     |   |  | $ | 0.05     |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Net income per share                                         |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Basic                                                        |  | $                               | 0.29    |   |                                | $ | 0.21    |      |  | $ | 0.94     |   |  | $ | 0.64     |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Assuming dilution                                            |  | $                               | 0.29    |   |                                | $ | 0.20    |      |  | $ | 0.93     |   |  | $ | 0.63     |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Average number of common shares outstandingbasic            |  |                                 | 103,053 |   |                                |   | 100,879 |      |  |   | 102,974  |   |  |   | 99,064   |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Average number of common shares outstandingdiluted          |  |                                 | 104,424 |   |                                |   | 102,994 |      |  |   | 104,272  |   |  |   | 101,737  |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Dividends declared per share                                 |  | $                               | 0.27    |   |                                | $ |        |      |  | $ | 0.81     |   |  | $ |         |  
|                                                             |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  



See notes to condensed
consolidated financial statements.



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CATELLUS DEVELOPMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                  |  |                                |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ---- | - | -------- | -
|                                                                                  |  | Nine Months EndedSeptember 30, |         
|                                                                                  |  | 2004                           |          |   | 2003 |  
|                                                                                  |  | (Unaudited)                    |         
|Cash flows from operating activities:                                             |  |                                |          |   |      |   |          |  
|Net income                                                                        |  | $                              | 97,238   |   |      | $ | 63,614   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |          |   |      |   |          |  
|Depreciation and amortization                                                     |  |                                | 56,980   |   |      |   | 51,311   |  
|Deferred income tax (benefit) provision                                           |  |                                | (6,251   | ) |      |   | 781      |  
|Deferred gain recognized                                                          |  |                                | (10,861  | ) |      |   | (3,576   | )
|Amortization of deferred loan fees and other costs                                |  |                                | 3,867    |   |      |   | 3,316    |  
|Equity in earnings of joint ventures                                              |  |                                | (9,813   | ) |      |   | (22,033  | )
|Gain on sales of investment property                                              |  |                                | (13,631  | ) |      |   | (7,030   | )
|Operating distributions from joint ventures                                       |  |                                | 18,979   |   |      |   | 19,754   |  
|Cost of development property and non-strategic assets sold                        |  |                                | 55,809   |   |      |   | 49,229   |  
|Capital expenditures for development property                                     |  |                                | (42,896  | ) |      |   | (62,981  | )
|Other, net                                                                        |  |                                | 6,314    |   |      |   | (1,652   | )
|Change in deferred credits and other liabilities                                  |  |                                | 26,458   |   |      |   | 13,548   |  
|Change in other operating assets and liabilities                                  |  |                                | (14,051  | ) |      |   | 11,976   |  
|                                                                                  |  |                                |          |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                                | 168,142  |   |      |   | 116,257  |  
|                                                                                  |  |                                |          |   |      |   |          |  
|Cash flows from investing activities:                                             |  |                                |          |   |      |   |          |  
|Property acquisitions                                                             |  |                                | (27,574  | ) |      |   | (94,248  | )
|Capital expenditures for investment property                                      |  |                                | (155,642 | ) |      |   | (103,064 | )
|Tenant improvements                                                               |  |                                | (4,410   | ) |      |   | (5,491   | )
|Reimbursable construction costs                                                   |  |                                | 2,769    |   |      |   | (5,128   | )
|Net proceeds from sale of investment property                                     |  |                                | 40,370   |   |      |   | 27,800   |  
|Distributions from joint ventures                                                 |  |                                |         |   |      |   | 8,601    |  
|Contributions to joint ventures                                                   |  |                                | (1,445   | ) |      |   | (6,028   | )
|Decrease (increase) in restricted cash and investments                            |  |                                | 51,971   |   |      |   | (7,308   | )
|                                                                                  |  |                                |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |                                | (93,961  | ) |      |   | (184,866 | )
|                                                                                  |  |                                |          |   |      |   |          |  
|Cash flows from financing activities:                                             |  |                                |          |   |      |   |          |  
|Borrowings                                                                        |  |                                | 142,131  |   |      |   | 70,262   |  
|Repayment of borrowings                                                           |  |                                | (159,094 | ) |      |   | (131,980 | )
|Dividends                                                                         |  |                                | (83,151  | ) |      |   |         |  
|Distributions to minority partners                                                |  |                                |         |   |      |   | (4,551   | )
|Proceeds from issuance of common stock                                            |  |                                | 3,857    |   |      |   | 53,925   |  
|                                                                                  |  |                                |          |   |      |   |          |  
|Net cash used in financing activities                                             |  |                                | (96,257  | ) |      |   | (12,344  | )
|                                                                                  |  |                                |          |   |      |   |          |  
|Net decrease in cash and cash equivalents                                         |  |                                | (22,076  | ) |      |   | (80,953  | )
|Cash and cash equivalents at beginning of period                                  |  |                                | 45,931   |   |      |   | 274,927  |  
|                                                                                  |  |                                |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                              | 23,855   |   |      | $ | 193,974  |  
|                                                                                  |  |                                |          |   |      |   |          |  
|Supplemental disclosures of cash flow information:                                |  |                                |          |   |      |   |          |  
|Cash paid during the year for:                                                    |  |                                |          |   |      |   |          |  
|Interest (net of amount capitalized)                                              |  | $                              | 44,348   |   |      | $ | 46,500   |  
|Income taxes                                                                      |  | $                              | 42,104   |   |      | $ | 57,923   |  
|                                                                                  |  |                               
|Non-cash financing activities:                                                    |  |                                |          |   |      |   |          |  
|Debt forgivenessproperty reconveyance/reduction                                  |  | $                              | (9,209   | ) |      | $ | (6,536   | )



See notes to condensed
consolidated financial statements.



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004

(Unaudited)



Note 1. Description of Business



Catellus Development Corporation (together with its subsidiaries,
Catellus or the Company) owns and develops primarily industrial properties located in major markets in California, Illinois, Texas and Colorado, with recent expansion into Georgia and New Jersey. The Company operated as a
fully taxable C-corporation through December 31, 2003. At December 31, 2003, the Company reorganized its operations in order to operate as a real estate investment trust (REIT) commencing January 1, 2004 (see Note 11). All
references to Catellus or the Company mean the current Catellus or its predecessor, as the context requires.



Note 2. Interim Financial Data



The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Companys 2003 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. In the opinion of management, the
accompanying financial information includes all normal and recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. Certain prior period financial data have
been reclassified to conform to the current period presentation.



New
accounting standards



In December 2003, the FASB issued
Interpretation No. 46-R, Consolidation of Variable Interest Entities  an interpretation of ARB No. 51 (FIN 46-R). FIN 46-R requires that any entity meeting certain rules relating to a companys level of economic
risks and rewards be consolidated as a variable interest entity. The statement is applicable to all variable interest entities created or acquired after January 31, 2003, and the first interim or annual reporting period beginning after December 15,
2003, for variable interest entities in which the Company holds a variable interest that was acquired before February 1, 2003. The Company has adopted FIN 46-R as required. There was no significant effect on the financial position, results of
operations or cash flows of the Company as a result of the initial adoption of this standard with regard to existing variable interest entities; however, future newly formed entities could meet these requirements and will be recorded as appropriate.



At September 30, 2004, the Company holds significant variable
interests in three variable interest entities that do not qualify for consolidation under the provisions of FIN 46-R. The Companys significant variable interests are in the form of equity interests in three of its unconsolidated joint
ventures:



| |  | Bayport Alameda Associates, LLC was formed in May 2003 to redevelop land in Alameda, California into 485 residential lots for sale. No further cash contributions are required.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Bergstrom Partners, L.P. was formed in January 2003 to redevelop and market 624 acres of land at a former missile test site in Travis County, Texas. The Company is required to
contribute up to $1.0 million in total contributions should there be insufficient funds to meet its current or projected financial requirements.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | SAMS Venture, LLC was formed in January 2003 to initially develop a new 545,000 square foot office park for the Los Angeles Air Force Base, convey that property to the United States
Air Force in exchange for three parcels of land totaling 56 acres and other consideration, and finally either sell or develop for sale the three parcels. The Companys exposure will increase should this joint venture require additional
contributions from its joint venture partners.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Companys maximum exposure in the current financial statements as a result of its involvement with these variable interest entities is $2.2 million as of September 30, 2004.



5



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Accounting for stock-based compensation



At September 30, 2004, the Company has six stock-based employee compensation
plans. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related Interpretations. All options when
granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Subsequently, as a result of a stock option exchange offer related to the REIT conversion, compensation expense of $0.8
million and $2.5 million was recognized for the three months and nine months ended September 30, 2004, respectively (see Note 11). The following table illustrates the effect on net income and earnings per share if the Company had applied the
fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.



|                                                                                                                                                    |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                                    |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                                                                                                                                    |  | 2004                            |        |   | 2003                           |   |        | 2004 |  |   | 2003   |  
|                                                                                                                                                    |  | (In thousands)                  |        |   | (In thousands)                 |  
|Net income, as reported                                                                                                                             |  | $                               | 29,813 |   |                                | $ | 20,949 |      |  | $ | 97,238 |   |  | $ | 63,614 |  
|Add: Stock-based employee compensation expense included in reported net income                                                                      |  |                                 | 853    |   |                                |   |       |      |  |   | 2,514  |   |  |   |       |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects in
2003 |  |                                 | (259   | ) |                                |   | (1,373 | )    |  |   | (1,008 | ) |  |   | (3,993 | )
|                                                                                                                                                    |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net income                                                                                                                                |  | $                               | 30,407 |   |                                | $ | 19,576 |      |  | $ | 98,744 |   |  | $ | 59,621 |  
|                                                                                                                                                    |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Earnings per share:                                                                                                                                 |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Basicas reported                                                                                                                                   |  | $                               | 0.29   |   |                                | $ | 0.21   |      |  | $ | 0.94   |   |  | $ | 0.64   |  
|                                                                                                                                                    |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Basicpro forma                                                                                                                                     |  | $                               | 0.30   |   |                                | $ | 0.19   |      |  | $ | 0.96   |   |  | $ | 0.60   |  
|                                                                                                                                                    |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Dilutedas reported                                                                                                                                 |  | $                               | 0.29   |   |                                | $ | 0.20   |      |  | $ | 0.93   |   |  | $ | 0.63   |  
|                                                                                                                                                    |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Diluted pro forma                                                                                                                                  |  | $                               | 0.29   |   |                                | $ | 0.19   |      |  | $ | 0.95   |   |  | $ | 0.59   |  
|                                                                                                                                                    |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  



During the first
quarter of 2004, the Compensation and Benefits Committee of the Companys Board of Directors established two performance-based executive award plans under the Companys 2003 Performance Award Plan: the 2004 Transition Incentive Plan
(TIP) and the 2004 Long-Term Incentive Plan (LTIP). The awards granted are non-voting units of measurement (Performance Units) that are deemed to represent one share of the Companys common stock. Performance
Units are entitled to dividend equivalents representing dividends on an equal number of shares of the Companys common stock. Dividend equivalents are credited to participants accounts as additional Performance Units. The initial
performance period under the LTIP and the performance period under the TIP are from January 1, 2004 through December 31, 2006. TIP awards vest no sooner than December 31, 2004 if at least 50% of defined performance targets have been achieved and
certain time vesting requirements are met and are payable in the Companys common stock. LTIP awards vest at December 31, 2006 if the Companys total stockholder return, relative to the total stockholder returns of a certain group of peer
companies, meets certain performance targets. Awards under the LTIP are payable 50% in the Companys common stock and 50% in cash.



At September 30, 2004, 359,576 Performance Units, representing the aggregate number initially awarded under both plans plus additional Performance Units
from dividend equivalents on the initial awards, have been credited to participants accounts, subject to the vesting requirements discussed in the preceding paragraph. As required by APB 25, the Company has recognized $1.5 million and $4.1
million as compensation expense during the three and nine months ended September 30, 2004, respectively, with the corresponding liability recorded in Deferred Credits and Other Liabilities in the accompanying condensed consolidated
balance sheet. For purposes of recognizing compensation expense, TIP performance is based on the Companys current estimate of the timing for achieving performance targets, and LTIP performance is measured on the basis of actual results as of
September 30, 2004.



During
2004, the Company granted to certain officers an aggregate of 196,595 shares of restricted stock and restricted stock units with a fair market value of $4.8 million as of the grant date. In addition, during 2004 the Company granted to non-employee
directors an aggregate of 17,696 Director Restricted Stock Units with a fair market value of $0.4 million as of the grant date. Restricted stock, restricted stock units and Director Restricted Stock Units are entitled to dividend equivalents
representing dividends on an equal number of shares of the Companys common stock. Dividend equivalents on restricted stock and restricted stock units are payable in cash. For dividends with a record date prior to January 1, 2005, dividend
equivalents on Director Restricted Stock Units get credited to directors accounts as additional Director Restricted Stock Units. For each year beginning January 1, 2005, non-employee directors will be able to elect to receive dividend
equivalents on Director Restricted Stock Units in cash or as additional Director Restricted Stock Units.



6



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Company expenses dividends paid on restricted stock and restricted stock
units. For the three and nine months ended September 30, 2004, dividends paid were $0.4 million and $1.1 million, respectively.



Income Taxes



The Company has restructured to operate as a REIT effective January 1, 2004. In general, a corporation that elects REIT status and distributes at least
90% of its taxable income to its stockholders and complies with certain other requirements (relating primarily to the nature of its assets and the sources of its revenues) is not subject to federal income taxation to the extent it distributes its
taxable income. The Company is operating so as to qualify as a REIT beginning January 1, 2004, including paying at least 90% of REIT taxable income to stockholders in 2004 and subsequent years.



As part of the restructuring operations of the Company to qualify as a REIT,
subsidiaries have been created (subject to certain size limitations) that qualify as Taxable REIT Subsidiaries (TRS) and will be subject to federal and state income taxes. Accordingly, the Company will still be liable for federal and
state taxes with respect to income earned in the TRS. As a result of this future tax liability, certain assets of the TRS carry temporary differences between book and tax amounts that are reflected as net deferred tax liabilities at the TRS and in
the consolidated balance sheet. In addition, our 1999 and later federal and state tax returns are still open with certain returns currently under audit, which may result in additional taxes with respect to these prior years. Also, a majority of the
Companys assets owned in the REIT as of December 31, 2003 had values in excess of tax basis (built-in-gain) of approximately $1.7 billion. Under the REIT rules, the Company is liable for the tax on this built-in-gain if it is
realized in a taxable transaction (as for example by sale of the asset) before January 1, 2014. The Company believes that it will pay taxes on built-in-gains on certain of the Companys assets in the event the Company cannot effectuate a
tax-free exchange. Lastly, the Company expects that once certain tasks are completed, certain of the Companys assets not currently in the TRS will later be contributed to the TRS and carry temporary differences between book and tax amounts.



In order to qualify as a REIT, among other things, the Company
was required to distribute its accumulated earnings and profits (E&P) to the Companys stockholders in one or more taxable dividends prior to the end of the first full taxable year for which the REIT election is effective. In
order to meet the required distribution of accumulated E&P, the Company made distributions of $128 million in cash and 10.7 million shares of Catellus stock valued at $252 million in the fourth quarter of 2003. The amount of the distributions
was based, in part, upon the estimated amount of accumulated E&P at year-end 2003. Although the Company believes that the distributions were sufficient to eliminate all of its accumulated E&P, to the extent that adjustments to prior
years taxable income results in higher cumulative E&P, the Company will make an additional taxable distribution (in the form of cash and/or securities) at that time.



Income tax (expense) benefit for the nine months ended September 30, 2004 was generated at both the REIT level and the TRS.
The TRS income before income taxes was $13.8 million with an effective overall rate of 40.08%. The Company has accrued $2.3 million state taxes at the REIT level to reflect expected state tax liability resulting from projected taxable income in
California in excess of federal taxable income that is not distributed to stockholders and therefore taxed in the REIT.



Income tax (expense) benefit on consolidated income from continuing operations is as follows:



|         |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|-------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|         |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|         |  | 2004                             |        |   | 2003                            |   |         | 2004 |  |   | 2003    |  
|         |  | (In thousands)                   |        |   | (In thousands)                  |  
|Current  |  | $                                | (6,919 | ) |                                 | $ | (11,949 | )    |  | $ | (14,069 | ) |  | $ | (34,061 | )
|Deferred |  |                                  | 1,014  |   |                                 |   | (507    | )    |  |   | 6,251   |   |  |   | (781    | )
|         |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Total    |  | $                                | (5,905 | ) |                                 | $ | (12,456 | )    |  | $ | (7,818  | ) |  | $ | (34,842 | )
|         |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  



Non  strategic asset sales



The Companys sales of non-strategic assets are
summarized as follows:



|              |  |                                  |   |      |                                 |       |      |  |   |        |   |  |   |       |  
|------------- |  | -------------------------------- | - | ---- | ------------------------------- | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|              |  | Three Months Ended September 30, |   |      | Nine Months Ended September 30, |      
|              |  | 2004                             |   | 2003 |                                 |       | 2004 |  |   | 2003   |  
|              |  | (In thousands)                   |   |      | (In thousands)                  |      
|Sales         |  | $                                |  |      | $                               | 1,150 |      |  | $ | 16,497 |   |  | $ | 9,088 |  
|Cost of sales |  |                                  |  |      |                                 | (222  | )    |  |   | (56    | ) |  |   | (803  | )
|              |  |                                  |   |      |                                 |       |      |  |   |        |   |  |   |       |  
|Gain          |  | $                                |  |      | $                               | 928   |      |  | $ | 16,441 |   |  | $ | 8,285 |  
|              |  |                                  |   |      |                                 |       |      |  |   |        |   |  |   |       |  



During the second
quarter of 2004, the Company sold substantially all of its remaining desert properties for $16.4 million.



7



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 3. Restricted Cash and Investments



Of the total restricted cash and investments of $12.6 million at September
30, 2004, and $64.6 million at December 31, 2003, $2.0 million and $38.1 million, respectively, represent proceeds from property sales held in separate cash accounts at trust companies in order to preserve the Companys option to reinvest the
proceeds on a tax-deferred basis. Approximately $10.0 million at September 30, 2004 represents funds in escrow for environmental work related to a land acquisition. Approximately $0.6 million and $23.1 million at September 30, 2004 and December 31,
2003, respectively, represent funds held in pledge accounts at a bank until certain loan collateral pool requirements are met. These requirements relating to the December 31, 2003 funds were met in 2004 and the restricted cash of $23.1 million was
released accordingly and was used to pay down debt. In addition, restricted investments of $3.4 million at December 31, 2003, represented certificates of deposits used to guarantee lease performance; this $3.4 million of restricted cash was released
in April 2004.



Note 4. Income Per Share



Income from continuing and discontinued operations per share of common stock
applicable to common stockholders is computed by dividing respective income by the weighted average number of shares of common stock and equivalents outstanding during the period (see table below for effect of dilutive securities). Prior
years shares have been increased as a result of a stock dividend in the fourth quarter of 2003.



|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|------------------------------------------------------- |  | ------------------------------------- | ------ | ------ | ------- | --------------- | - | ------ |  | - | ------ | - | --------------- | ------- |  | - | ----
|                                                        |  | Three Months Ended September 30,     
|                                                        |  | 2004                                  |        | 2003  
|                                                        |  | Income                                |        | Shares |         | Per ShareAmount |   | Income |  |   | Shares |   | Per ShareAmount
|                                                        |  | (In thousands, except per share data)
|Income from continuing operations                       |  | $                                     | 17,897 |        | 103,053 |                 | $ | 0.17   |  | $ | 21,012 |   |                 | 100,879 |  | $ | 0.21
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Effect of dilutive securities:                          |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Stock options                                           |  |                                       |       |        | 748     |                 |   |        |  |   |       |   |                 | 2,115   |  |   |     
|Restricted stock and restricted stock units             |  |                                       |       |        | 546     |                 |   |        |  |   |       |   |                 |        |  |   |     
|Other compensation incentive plans                      |  |                                       |       |        | 77      |                 |   |        |  |   |       |   |                 |        |  |   |     
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Income from continuing operations assuming dilution     |  | $                                     | 17,897 |        | 104,424 |                 | $ | 0.17   |  | $ | 21,012 |   |                 | 102,994 |  | $ | 0.20
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Net gain (loss) from discontinued operations            |  | $                                     | 11,916 |        | 103,053 |                 | $ | 0.12   |  | $ | (63    | ) |                 | 100,879 |  | $ |    
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Effect of dilutive securities:                          |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Stock options                                           |  |                                       |       |        | 748     |                 |   |        |  |   |       |   |                 | 2,115   |  |   |     
|Restricted stock and restricted stock units             |  |                                       |       |        | 546     |                 |   |        |  |   |       |   |                 |        |  |   |     
|Other compensation incentive plans                      |  |                                       |       |        | 77      |                 |   |        |  |   |       |   |                 |        |  |   |     
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Net gain from discontinued operations assuming dilution |  | $                                     | 11,916 |        | 104,424 |                 | $ | 0.12   |  | $ | (63    | ) |                 | 102,994 |  | $ |    
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Net income                                              |  | $                                     | 29,813 |        | 103,053 |                 | $ | 0.29   |  | $ | 20,949 |   |                 | 100,879 |  | $ | 0.21
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Effect of dilutive securities:                          |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Stock options                                           |  |                                       |       |        | 748     |                 |   |        |  |   |       |   |                 | 2,115   |  |   |     
|Restricted stock and restricted stock units             |  |                                       |       |        | 546     |                 |   |        |  |   |       |   |                 |        |  |   |     
|Other compensation incentive plans                      |  |                                       |       |        | 77      |                 |   |        |  |   |       |   |                 |        |  |   |     
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     
|Net income assuming dilution                            |  | $                                     | 29,813 |        | 104,424 |                 | $ | 0.29   |  | $ | 20,949 |   |                 | 102,994 |  | $ | 0.20
|                                                        |  |                                       |        |        |         |                 |   |        |  |   |        |   |                 |         |  |   |     



8



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|------------------------------------------------------- |  | ------------------------------------- | ------ | ------ | ------- | --------------- | - | ------ |  | ------ | ------ | --------------- | ------- |  | - | ----
|                                                        |  | Nine months Ended September 30,      
|                                                        |  | 2004                                  |        | 2003  
|                                                        |  | Income                                |        | Shares |         | Per ShareAmount |   | Income |  | Shares |        | Per ShareAmount
|                                                        |  | (In thousands, except per share data)
|Income from continuing operations                       |  | $                                     | 82,452 |        | 102,974 |                 | $ | 0.80   |  | $      | 58,807 |                 | 99,064  |  | $ | 0.59
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Effect of dilutive securities:                          |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Stock options                                           |  |                                       |       |        | 770     |                 |   |        |  |        |       |                 | 2,673   |  |   |     
|Restricted stock and restricted stock units             |  |                                       |       |        | 519     |                 |   |        |  |        |       |                 |        |  |   |     
|Other compensation incentive plans                      |  |                                       |       |        | 9       |                 |   |        |  |        |       |                 |        |  |   |     
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Income from continuing operations assuming dilution     |  | $                                     | 82,452 |        | 104,272 |                 | $ | 0.79   |  | $      | 58,807 |                 | 101,737 |  | $ | 0.58
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Net gain from discontinued operations                   |  | $                                     | 14,786 |        | 102,974 |                 | $ | 0.14   |  | $      | 4,807  |                 | 99,064  |  | $ | 0.05
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Effect of dilutive securities:                          |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Stock options                                           |  |                                       |       |        | 770     |                 |   |        |  |        |       |                 | 2,673   |  |   |     
|Restricted stock and restricted stock units             |  |                                       |       |        | 519     |                 |   |        |  |        |       |                 |        |  |   |     
|Other compensation incentive plans                      |  |                                       |       |        | 9       |                 |   |        |  |        |       |                 |        |  |   |     
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Net gain from discontinued operations assuming dilution |  | $                                     | 14,786 |        | 104,272 |                 | $ | 0.14   |  | $      | 4,807  |                 | 101,737 |  | $ | 0.05
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Net income                                              |  | $                                     | 97,238 |        | 102,974 |                 | $ | 0.94   |  | $      | 63,614 |                 | 99,064  |  | $ | 0.64
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Effect of dilutive securities:                          |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Stock options                                           |  |                                       |       |        | 770     |                 |   |        |  |        |       |                 | 2,673   |  |   |     
|Restricted stock and restricted stock units             |  |                                       |       |        | 519     |                 |   |        |  |        |       |                 |        |  |   |     
|Other compensation incentive plans                      |  |                                       |       |        | 9       |                 |   |        |  |        |       |                 |        |  |   |     
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     
|Net income assuming dilution                            |  | $                                     | 97,238 |        | 104,272 |                 | $ | 0.93   |  | $      | 63,614 |                 | 101,737 |  | $ | 0.63
|                                                        |  |                                       |        |        |         |                 |   |        |  |        |        |                 |         |  |   |     



Note 5. Mortgage and Other Debt



Mortgage and other debt at September 30, 2004 and
December 31, 2003, are summarized as follows:



|                                     |  |                   |           |                  |   |          
|------------------------------------ |  | ----------------- | --------- | ---------------- | - | ---------
|                                     |  | September 30,2004 |           | December 31,2003
|                                     |  | (In thousands)   
|Fixed rate mortgage loans            |  | $                 | 1,089,411 |                  | $ | 1,051,004
|Floating rate mortgage loans         |  |                   | 115,471   |                  |   | 139,223  
|Assessment district bonds            |  |                   | 63,664    |                  |   | 63,802   
|Construction loans                   |  |                   | 50,000    |                  |   | 54,220   
|Revolving credit facility            |  |                   | 35,000    |                  |   | 50,000   
|Other loans                          |  |                   | 395       |                  |   | 19,805   
|                                     |  |                   |           |                  |   |          
|Mortgage and other debt              |  |                   | 1,353,941 |                  |   | 1,378,054
|Liabilities of assets held for sale: |  |                   |           |                  |   |          
|Floating rate mortgage loans         |  |                   |          |                  |   | 2,071    
|                                     |  |                   |           |                  |   |          
|Total mortgage and other debt        |  | $                 | 1,353,941 |                  | $ | 1,380,125
|                                     |  |                   |           |                  |   |          
|Due within one year                  |  | $                 | 73,978    |                  | $ | 97,968   
|                                     |  |                   |           |                  |   |          



During the first nine
months of 2004, the Company closed a $75.0 million fixed rate mortgage loan bearing interest at 5.96% (6.38% effective rate considering financing costs) with a 25-year amortization schedule and maturity in November 2008. The loan is collateralized
by certain of the Companys operating properties and by an assignment of rents generated by the underlying properties and has a prepayment penalty if paid prior to maturity.



In October 2004, the Companys $50.0 million variable rate construction loan matured. The Company exercised its option
to extend $30.0 million for one year and repaid $20.0 million with funds from the revolving credit facility. The $50.0 million is included in the $74.0 million Due within one year reflected in the table above.



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CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Interest costs relating to mortgage and other debt for the three and nine
months ended September 30, 2004 and 2003, are summarized as follows:



|                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                            |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                            |  | 2004                             |        |   | 2003                            |   |        | 2004 |  |   | 2003    |  
|                                            |  | (In thousands)                   |        |   | (In thousands)                  |  
|Total interest incurred                     |  | $                                | 21,487 |   |                                 | $ | 21,673 |      |  | $ | 64,504  |   |  | $ | 65,384  |  
|Interest capitalized                        |  |                                  | (5,528 | ) |                                 |   | (5,750 | )    |  |   | (16,100 | ) |  |   | (15,476 | )
|                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Interest expensed                           |  |                                  | 15,959 |   |                                 |   | 15,923 |      |  |   | 48,404  |   |  |   | 49,908  |  
|Less discontinued operations                |  |                                  | (196   | ) |                                 |   | (340   | )    |  |   | (583    | ) |  |   | (1,130  | )
|                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Interest expense from continuing operations |  | $                                | 15,763 |   |                                 | $ | 15,583 |      |  | $ | 47,821  |   |  | $ | 48,778  |  
|                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  



Note 6. Property



Book value by property type consists of the following:



|                                         |  |                   |           |   |                  |   |           |  
|---------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                         |  | September 30,2004 |           |   | December 31,2003 |  
|                                         |  | (In thousands)    |          
|Rental properties:                       |  |                   |           |   |                  |   |           |  
|Industrial buildings                     |  | $                 | 1,281,977 |   |                  | $ | 1,202,788 |  
|Office buildings                         |  |                   | 393,728   |   |                  |   | 386,438   |  
|Retail buildings                         |  |                   | 98,313    |   |                  |   | 99,198    |  
|Ground leases and other                  |  |                   | 173,641   |   |                  |   | 169,127   |  
|Investment in operating joint ventures   |  |                   | (20,829   | ) |                  |   | (19,876   | )
|                                         |  |                   |           |   |                  |   |           |  
|                                         |  |                   | 1,926,830 |   |                  |   | 1,837,675 |  
|                                         |  |                   |           |   |                  |   |           |  
|Developable properties:                  |  |                   |           |   |                  |   |           |  
|Commercial                               |  |                   | 181,003   |   |                  |   | 165,199   |  
|Residential                              |  |                   | 86,762    |   |                  |   | 59,914    |  
|Urban                                    |  |                   | 303,971   |   |                  |   | 263,385   |  
|Investment in development joint ventures |  |                   | 49,853    |   |                  |   | 54,467    |  
|                                         |  |                   |           |   |                  |   |           |  
|                                         |  |                   | 621,589   |   |                  |   | 542,965   |  
|                                         |  |                   |           |   |                  |   |           |  
|Work-in-process:                         |  |                   |           |   |                  |   |           |  
|Commercial                               |  |                   | 60,619    |   |                  |   | 75,458    |  
|Urban                                    |  |                   | 7,073     |   |                  |   | 12,759    |  
|                                         |  |                   |           |   |                  |   |           |  
|                                         |  |                   | 67,692    |   |                  |   | 88,217    |  
|                                         |  |                   |           |   |                  |   |           |  
|Furniture, fixtures and equipment        |  |                   | 18,548    |   |                  |   | 28,434    |  
|Other                                    |  |                   | 708       |   |                  |   | 724       |  
|                                         |  |                   |           |   |                  |   |           |  
|Gross book value                         |  |                   | 2,635,367 |   |                  |   | 2,498,015 |  
|Accumulated depreciation                 |  |                   | (486,288  | ) |                  |   | (446,872  | )
|                                         |  |                   |           |   |                  |   |           |  
|Net book value                           |  | $                 | 2,149,079 |   |                  | $ | 2,051,143 |  
|                                         |  |                   |           |   |                  |   |           |  



Subsequent to
September 2004, the Company signed a contract to sell its assets in Third and King Investors, LLC, a development joint venture. In the third quarter 2004, an impairment charge of $1.0 million on the net realizable value of our investment in the
joint venture was recorded.



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CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 7. Segment Reporting



The Companys reportable segments are based on the Companys
method of internal reporting, which disaggregates its business between long-term operations and those which the Company intends to transition out of over time and before the adjustments for discontinued operations. The Company has two reportable
segments: Core Segment, and Urban, Residential and Other Segment (URO). Core Segment includes (1) the management and leasing of the Companys rental portfolio, (2) commercial development activities, which focuses primarily on
acquiring and developing suburban commercial business parks for the Companys own rental portfolio and selling land and/or buildings that the Company has developed to users and other parties; and (3) select land development opportunities where
the Company can utilize its land development skills with minimal capital investment. URO includes the remaining residential projects, urban development activities and desert land sales, which the Company intends to transition out of over time, and
REIT transition costs.



Inter-segment gains and losses are not
recognized. Debt and interest-bearing assets are allocated to segments based upon the grouping of the underlying assets. All other assets and liabilities are specifically identified.



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CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Financial data by reportable segment is as follows:



|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|------------------------------------------------------ |  | -------------- | ------- | - | --- | - | ------- | -------- |  | - | ---------------------- | - |  | ----- | ------- | - |  | - | ------- | -
|                                                       |  | Core           |         |   | URO |   |         | Subtotal |  |   | DiscontinuedOperations |   |  | Total |        
|                                                       |  | (In thousands) |        
|Three Months Ended September 30, 2004                  |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Revenue                                                |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Rental revenue                                         |  | $              | 77,543  |   |     | $ |        |          |  | $ | 77,543                 |   |  | $     | (995    | ) |  | $ | 76,548  |  
|Sales revenue                                          |  |                | 33,434  |   |     |   | 36,824  |          |  |   | 70,258                 |   |  |       | (30,771 | ) |  |   | 39,487  |  
|Management, development and other fees                 |  |                | 394     |   |     |   |        |          |  |   | 394                    |   |  |       |        |   |  |   | 394     |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|                                                       |  |                | 111,371 |   |     |   | 36,824  |          |  |   | 148,195                |   |  |       | (31,766 | ) |  |   | 116,429 |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Costs and expenses                                     |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Property operating costs                               |  |                | (22,014 | ) |     |   |        |          |  |   | (22,014                | ) |  |       | 239     |   |  |   | (21,775 | )
|Cost of sales                                          |  |                | (21,436 | ) |     |   | (20,862 | )        |  |   | (42,298                | ) |  |       | 19,154  |   |  |   | (23,144 | )
|Selling, general and administrative expenses           |  |                | (7,418  | ) |     |   | (6,201  | )        |  |   | (13,619                | ) |  |       |        |   |  |   | (13,619 | )
|Depreciation and amortization                          |  |                | (20,409 | ) |     |   | (166    | )        |  |   | (20,575                | ) |  |       | 231     |   |  |   | (20,344 | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|                                                       |  |                | (71,277 | ) |     |   | (27,229 | )        |  |   | (98,506                | ) |  |       | 19,624  |   |  |   | (78,882 | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Operating income                                       |  |                | 40,094  |   |     |   | 9,595   |          |  |   | 49,689                 |   |  |       | (12,142 | ) |  |   | 37,547  |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Other income                                           |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Equity in losses of operating joint ventures, net      |  |                | (802    | ) |     |   |        |          |  |   | (802                   | ) |  |       |        |   |  |   | (802    | )
|Equity in earnings of development joint ventures, net  |  |                | 100     |   |     |   | 1,104   |          |  |   | 1,204                  |   |  |       |        |   |  |   | 1,204   |  
|Gain on non-strategic asset sales                      |  |                |        |   |     |   |        |          |  |   |                       |   |  |       |        |   |  |   |        |  
|Interest income                                        |  |                | 1,662   |   |     |   | 481     |          |  |   | 2,143                  |   |  |       |        |   |  |   | 2,143   |  
|Other                                                  |  |                | 1,515   |   |     |   | (342    | )        |  |   | 1,173                  |   |  |       | (7      | ) |  |   | 1,166   |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|                                                       |  |                | 2,475   |   |     |   | 1,243   |          |  |   | 3,718                  |   |  |       | (7      | ) |  |   | 3,711   |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Other expenses                                         |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Interest expense                                       |  |                | (15,959 | ) |     |   |        |          |  |   | (15,959                | ) |  |       | 196     |   |  |   | (15,763 | )
|Other                                                  |  |                | (498    | ) |     |   | (1,232  | )        |  |   | (1,730                 | ) |  |       | 37      |   |  |   | (1,693  | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|                                                       |  |                | (16,457 | ) |     |   | (1,232  | )        |  |   | (17,689                | ) |  |       | 233     |   |  |   | (17,456 | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Income before income taxes and discontinued operations |  |                | 26,112  |   |     |   | 9,606   |          |  |   | 35,718                 |   |  |       | (11,916 | ) |  |   | 23,802  |  
|Income tax expense                                     |  |                | (1,421  | ) |     |   | (4,484  | )        |  |   | (5,905                 | ) |  |       |        |   |  |   | (5,905  | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Income from continuing operations                      |  |                | 24,691  |   |     |   | 5,122   |          |  |   | 29,813                 |   |  |       | (11,916 | ) |  |   | 17,897  |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Discontinued operations, net of income tax             |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Gain from disposal of discontinued operations          |  |                |        |   |     |   |        |          |  |   |                       |   |  |       | 11,617  |   |  |   | 11,617  |  
|Income from discontinued operations                    |  |                |        |   |     |   |        |          |  |   |                       |   |  |       | 299     |   |  |   | 299     |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Net gain from discontinued operations                  |  |                |        |   |     |   |        |          |  |   |                       |   |  |       | 11,916  |   |  |   | 11,916  |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  
|Net income                                             |  | $              | 24,691  |   |     | $ | 5,122   |          |  | $ | 29,813                 |   |  | $     |        |   |  | $ | 29,813  |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |         |  



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CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|------------------------------------------------------ |  | -------------- | ------- | - | --- | - | ------- | -------- |  | - | ---------------------- | - |  | ----- | ------ | - |  | - | ------- | -
|                                                       |  | Core           |         |   | URO |   |         | Subtotal |  |   | DiscontinuedOperations |   |  | Total |       
|                                                       |  | (In thousands) |        
|Three Months Ended September 30, 2003                  |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Revenue                                                |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Rental revenue                                         |  | $              | 75,337  |   |     | $ |        |          |  | $ | 75,337                 |   |  | $     | (1,258 | ) |  | $ | 74,079  |  
|Sales revenue                                          |  |                | 2,106   |   |     |   | 43,409  |          |  |   | 45,515                 |   |  |       |       |   |  |   | 45,515  |  
|Management, development and other fees                 |  |                | 1,695   |   |     |   | 1,259   |          |  |   | 2,954                  |   |  |       |       |   |  |   | 2,954   |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|                                                       |  |                | 79,138  |   |     |   | 44,668  |          |  |   | 123,806                |   |  |       | (1,258 | ) |  |   | 122,548 |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Costs and expenses                                     |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Property operating costs                               |  |                | (23,102 | ) |     |   |        |          |  |   | (23,102                | ) |  |       | 342    |   |  |   | (22,760 | )
|Cost of sales                                          |  |                | (2,090  | ) |     |   | (25,416 | )        |  |   | (27,506                | ) |  |       | 335    |   |  |   | (27,171 | )
|Selling, general and administrative expenses           |  |                | (8,241  | ) |     |   | (7,124  | )        |  |   | (15,365                | ) |  |       |       |   |  |   | (15,365 | )
|Depreciation and amortization                          |  |                | (17,788 | ) |     |   | (278    | )        |  |   | (18,066                | ) |  |       | 345    |   |  |   | (17,721 | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|                                                       |  |                | (51,221 | ) |     |   | (32,818 | )        |  |   | (84,039                | ) |  |       | 1,022  |   |  |   | (83,017 | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Operating income                                       |  |                | 27,917  |   |     |   | 11,850  |          |  |   | 39,767                 |   |  |       | (236   | ) |  |   | 39,531  |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Other income                                           |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Equity in earnings of operating joint ventures, net    |  |                | 540     |   |     |   |        |          |  |   | 540                    |   |  |       |       |   |  |   | 540     |  
|Equity in earnings of development joint ventures, net  |  |                |        |   |     |   | 7,553   |          |  |   | 7,553                  |   |  |       |       |   |  |   | 7,553   |  
|Gain on non-strategic asset sales                      |  |                |        |   |     |   | 928     |          |  |   | 928                    |   |  |       |       |   |  |   | 928     |  
|Interest income                                        |  |                | 915     |   |     |   | 830     |          |  |   | 1,745                  |   |  |       |       |   |  |   | 1,745   |  
|Other                                                  |  |                | (4      | ) |     |   | 585     |          |  |   | 581                    |   |  |       |       |   |  |   | 581     |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|                                                       |  |                | 1,451   |   |     |   | 9,896   |          |  |   | 11,347                 |   |  |       |       |   |  |   | 11,347  |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Other expenses                                         |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Interest expense                                       |  |                | (15,923 | ) |     |   |        |          |  |   | (15,923                | ) |  |       | 340    |   |  |   | (15,583 | )
|REIT transition costs                                  |  |                |        |   |     |   | (1,416  | )        |  |   | (1,416                 | ) |  |       |       |   |  |   | (1,416  | )
|Other                                                  |  |                | (258    | ) |     |   | (153    | )        |  |   | (411                   | ) |  |       |       |   |  |   | (411    | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|                                                       |  |                | (16,181 | ) |     |   | (1,569  | )        |  |   | (17,750                | ) |  |       | 340    |   |  |   | (17,410 | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Income before income taxes and discontinued operations |  |                | 13,187  |   |     |   | 20,177  |          |  |   | 33,364                 |   |  |       | 104    |   |  |   | 33,468  |  
|Income tax expense                                     |  |                | (4,344  | ) |     |   | (8,071  | )        |  |   | (12,415                | ) |  |       | (41    | ) |  |   | (12,456 | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Income from continuing operations                      |  |                | 8,843   |   |     |   | 12,106  |          |  |   | 20,949                 |   |  |       | 63     |   |  |   | 21,012  |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Discontinued operations, net of income tax             |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Loss from disposal of discontinued operations          |  |                |        |   |     |   |        |          |  |   |                       |   |  |       | (201   | ) |  |   | (201    | )
|Income from discontinued operations                    |  |                |        |   |     |   |        |          |  |   |                       |   |  |       | 138    |   |  |   | 138     |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Net loss from discontinued operations                  |  |                |        |   |     |   |        |          |  |   |                       |   |  |       | (63    | ) |  |   | (63     | )
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  
|Net income                                             |  | $              | 8,843   |   |     | $ | 12,106  |          |  | $ | 20,949                 |   |  | $     |       |   |  | $ | 20,949  |  
|                                                       |  |                |         |   |     |   |         |          |  |   |                        |   |  |       |        |   |  |   |         |  



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CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|------------------------------------------------------ |  | -------------- | -------- | - | --- | - | ------- | -------- |  | - | ---------------------- | - |  | ----- | ------- | - |  | - | -------- | -
|                                                       |  | Core           |          |   | URO |   |         | Subtotal |  |   | DiscontinuedOperations |   |  | Total |        
|                                                       |  | (In thousands) |         
|Nine Months Ended September 30, 2004                   |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Revenue                                                |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Rental revenue                                         |  | $              | 232,719  |   |     | $ |        |          |  | $ | 232,719                |   |  | $     | (3,346  | ) |  | $ | 229,373  |  
|Sales revenue                                          |  |                | 74,998   |   |     |   | 50,172  |          |  |   | 125,170                |   |  |       | (40,693 | ) |  |   | 84,477   |  
|Management, development and other fees                 |  |                | 1,920    |   |     |   | 931     |          |  |   | 2,851                  |   |  |       |        |   |  |   | 2,851    |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|                                                       |  |                | 309,637  |   |     |   | 51,103  |          |  |   | 360,740                |   |  |       | (44,039 | ) |  |   | 316,701  |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Costs and expenses                                     |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Property operating costs                               |  |                | (63,713  | ) |     |   |        |          |  |   | (63,713                | ) |  |       | 676     |   |  |   | (63,037  | )
|Cost of sales                                          |  |                | (44,603  | ) |     |   | (33,567 | )        |  |   | (78,170                | ) |  |       | 27,062  |   |  |   | (51,108  | )
|Selling, general and administrative expenses           |  |                | (21,305  | ) |     |   | (17,876 | )        |  |   | (39,181                | ) |  |       |        |   |  |   | (39,181  | )
|Depreciation and amortization                          |  |                | (57,143  | ) |     |   | (739    | )        |  |   | (57,882                | ) |  |       | 902     |   |  |   | (56,980  | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|                                                       |  |                | (186,764 | ) |     |   | (52,182 | )        |  |   | (238,946               | ) |  |       | 28,640  |   |  |   | (210,306 | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Operating income (loss)                                |  |                | 122,873  |   |     |   | (1,079  | )        |  |   | 121,794                |   |  |       | (15,399 | ) |  |   | 106,395  |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Other income                                           |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Equity in earnings of operating joint ventures, net    |  |                | 3,991    |   |     |   |        |          |  |   | 3,991                  |   |  |       |        |   |  |   | 3,991    |  
|Equity in earnings of development joint ventures, net  |  |                | 100      |   |     |   | 5,722   |          |  |   | 5,822                  |   |  |       |        |   |  |   | 5,822    |  
|Gain on non-strategic asset sales                      |  |                |         |   |     |   | 16,441  |          |  |   | 16,441                 |   |  |       |        |   |  |   | 16,441   |  
|Interest income                                        |  |                | 5,850    |   |     |   | 1,531   |          |  |   | 7,381                  |   |  |       |        |   |  |   | 7,381    |  
|Other                                                  |  |                | 1,781    |   |     |   | 649     |          |  |   | 2,430                  |   |  |       | (7      | ) |  |   | 2,423    |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|                                                       |  |                | 11,722   |   |     |   | 24,343  |          |  |   | 36,065                 |   |  |       | (7      | ) |  |   | 36,058   |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Other expenses                                         |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Interest expense                                       |  |                | (48,404  | ) |     |   |        |          |  |   | (48,404                | ) |  |       | 583     |   |  |   | (47,821  | )
|REIT transition costs                                  |  |                |         |   |     |   | (420    | )        |  |   | (420                   | ) |  |       |        |   |  |   | (420     | )
|Other                                                  |  |                | (1,247   | ) |     |   | (2,732  | )        |  |   | (3,979                 | ) |  |       | 37      |   |  |   | (3,942   | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|                                                       |  |                | (49,651  | ) |     |   | (3,152  | )        |  |   | (52,803                | ) |  |       | 620     |   |  |   | (52,183  | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Income before income taxes and discontinued operations |  |                | 84,944   |   |     |   | 20,112  |          |  |   | 105,056                |   |  |       | (14,786 | ) |  |   | 90,270   |  
|Income tax expense                                     |  |                | (7,306   | ) |     |   | (512    | )        |  |   | (7,818                 | ) |  |       |        |   |  |   | (7,818   | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Income from continuing operations                      |  |                | 77,638   |   |     |   | 19,600  |          |  |   | 97,238                 |   |  |       | (14,786 | ) |  |   | 82,452   |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Discontinued operations, net of income tax             |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Gain from disposal of discontinued operations          |  |                |         |   |     |   |        |          |  |   |                       |   |  |       | 13,631  |   |  |   | 13,631   |  
|Income from discontinued operations                    |  |                |         |   |     |   |        |          |  |   |                       |   |  |       | 1,155   |   |  |   | 1,155    |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Net gain from discontinued operations                  |  |                |         |   |     |   |        |          |  |   |                       |   |  |       | 14,786  |   |  |   | 14,786   |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Net income                                             |  | $              | 77,638   |   |     | $ | 19,600  |          |  | $ | 97,238                 |   |  | $     |        |   |  | $ | 97,238   |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  



14



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|------------------------------------------------------ |  | -------------- | -------- | - | --- | - | ------- | -------- |  | - | ---------------------- | - |  | ----- | ------- | - |  | - | -------- | -
|                                                       |  | Core           |          |   | URO |   |         | Subtotal |  |   | DiscontinuedOperations |   |  | Total |        
|                                                       |  | (In thousands) |         
|Nine Months Ended September 30, 2003                   |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Revenue                                                |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Rental revenue                                         |  | $              | 224,520  |   |     | $ |        |          |  | $ | 224,520                |   |  | $     | (4,613  | ) |  | $ | 219,907  |  
|Sales revenue                                          |  |                | 58,616   |   |     |   | 48,011  |          |  |   | 106,627                |   |  |       | (28,202 | ) |  |   | 78,425   |  
|Management, development and other fees                 |  |                | 5,599    |   |     |   | 4,302   |          |  |   | 9,901                  |   |  |       |        |   |  |   | 9,901    |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|                                                       |  |                | 288,735  |   |     |   | 52,313  |          |  |   | 341,048                |   |  |       | (32,815 | ) |  |   | 308,233  |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Costs and expenses                                     |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Property operating costs                               |  |                | (62,882  | ) |     |   |        |          |  |   | (62,882                | ) |  |       | 1,314   |   |  |   | (61,568  | )
|Cost of sales                                          |  |                | (45,215  | ) |     |   | (26,381 | )        |  |   | (71,596                | ) |  |       | 21,172  |   |  |   | (50,424  | )
|Selling, general and administrative expenses           |  |                | (21,999  | ) |     |   | (13,424 | )        |  |   | (35,423                | ) |  |       |        |   |  |   | (35,423  | )
|Depreciation and amortization                          |  |                | (51,675  | ) |     |   | (828    | )        |  |   | (52,503                | ) |  |       | 1,192   |   |  |   | (51,311  | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|                                                       |  |                | (181,771 | ) |     |   | (40,633 | )        |  |   | (222,404               | ) |  |       | 23,678  |   |  |   | (198,726 | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Operating income                                       |  |                | 106,964  |   |     |   | 11,680  |          |  |   | 118,644                |   |  |       | (9,137  | ) |  |   | 109,507  |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Other income                                           |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Equity in earnings of operating joint ventures, net    |  |                | 5,199    |   |     |   |        |          |  |   | 5,199                  |   |  |       |        |   |  |   | 5,199    |  
|Equity in earnings of development joint ventures, net  |  |                |         |   |     |   | 16,834  |          |  |   | 16,834                 |   |  |       |        |   |  |   | 16,834   |  
|Gain on non-strategic asset sales                      |  |                |         |   |     |   | 8,285   |          |  |   | 8,285                  |   |  |       |        |   |  |   | 8,285    |  
|Interest income                                        |  |                | 2,427    |   |     |   | 3,036   |          |  |   | 5,463                  |   |  |       | (5      | ) |  |   | 5,458    |  
|Other                                                  |  |                | 1,945    |   |     |   | 585     |          |  |   | 2,530                  |   |  |       |        |   |  |   | 2,530    |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|                                                       |  |                | 9,571    |   |     |   | 28,740  |          |  |   | 38,311                 |   |  |       | (5      | ) |  |   | 38,306   |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Other expenses                                         |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Interest expense                                       |  |                | (49,908  | ) |     |   |        |          |  |   | (49,908                | ) |  |       | 1,130   |   |  |   | (48,778  | )
|REIT transition costs                                  |  |                |         |   |     |   | (4,779  | )        |  |   | (4,779                 | ) |  |       |        |   |  |   | (4,779   | )
|Other                                                  |  |                | (591     | ) |     |   | (16     | )        |  |   | (607                   | ) |  |       |        |   |  |   | (607     | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|                                                       |  |                | (50,499  | ) |     |   | (4,795  | )        |  |   | (55,294                | ) |  |       | 1,130   |   |  |   | (54,164  | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Income before income taxes and discontinued operations |  |                | 66,036   |   |     |   | 35,625  |          |  |   | 101,661                |   |  |       | (8,012  | ) |  |   | 93,649   |  
|Income tax expense                                     |  |                | (23,797  | ) |     |   | (14,250 | )        |  |   | (38,047                | ) |  |       | 3,205   |   |  |   | (34,842  | )
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Income from continuing operations                      |  |                | 42,239   |   |     |   | 21,375  |          |  |   | 63,614                 |   |  |       | (4,807  | ) |  |   | 58,807   |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Discontinued operations, net of income tax             |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Gain from disposal of discontinued operations          |  |                |         |   |     |   |        |          |  |   |                       |   |  |       | 4,218   |   |  |   | 4,218    |  
|Income from discontinued operations                    |  |                |         |   |     |   |        |          |  |   |                       |   |  |       | 589     |   |  |   | 589      |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Net gain from discontinued operations                  |  |                |         |   |     |   |        |          |  |   |                       |   |  |       | 4,807   |   |  |   | 4,807    |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  
|Net income                                             |  | $              | 42,239   |   |     | $ | 21,375  |          |  | $ | 63,614                 |   |  | $     |        |   |  | $ | 63,614   |  
|                                                       |  |                |          |   |     |   |         |          |  |   |                        |   |  |       |         |   |  |   |          |  



15



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 8. Commitments and Contingencies



The Company has surety bonds and standby letters of credit related to
various development projects, various debt and debt service guarantees, and capital contribution commitments related to certain unconsolidated real estate joint ventures. These surety bonds, standby letters of credit, guarantees, and capital
contribution commitments as of September 30, 2004, are summarized in the following categories (in thousands).



|                                       |  |   |        
|-------------------------------------- |  | - | -------
|Off-balance sheet liabilities:         |  |   |        
|Surety bonds                           |  | $ | 219,713
|Standby letters of credit              |  |   | 51,826 
|Debt service guarantees                |  |   | 72,064 
|Contribution commitments               |  |   | 7,315  
|                                       |  |   |        
|Sub-total                              |  |   | 350,918
|Liabilities included in balance sheet: |  |   |        
|Standby letters of credit              |  |   | 10,836 
|                                       |  |   |        
|Total                                  |  | $ | 361,754
|                                       |  |   |        



Surety bonds are used
to guarantee the construction of infrastructure and public improvements as a requirement of entitlement. Surety bonds are commonly required by public agencies from real estate developers, are renewable, and expire upon completion of the required
improvements. The typical development period of the Companys development projects is approximately one to three years. An example of the type of event that would require the Company to perform under these surety bonds would be the failure of
the Company to construct or complete the required improvements. At September 30, 2004, the Company has not been required to fund any of the surety bonds.



Standby letters of credit consist of two types: performance and financial. Performance standby letters of credit are similar in nature and term as the
surety bonds described above. Financial standby letters of credit are a form of credit enhancement commonly required in real estate development when bonds are issued to finance public improvements. As of September 30, 2004, the Company has a total
of $62.7 million in standby letters of credit which are scheduled to expire between March 2005 and June 2006. Of this total, $51.8 million is off-balance sheet ($46.3 million in financial letters of credit and $5.5 million in performance letters of
credit). The remaining $10.8 million is related to obligations that are reflected in Mortgage and other debt in the Companys condensed consolidated balance sheet and were issued as additional security for liabilities already
recorded on the balance sheet for separate accounting reasons (primarily assessment bond obligations of assessment districts whose operating boards the Company controls). This is different from the $51.8 million in letters of credit that are related
to non-balance sheet items. When the assessment districts are consolidated, the balance sheet is fully consolidated, so there are several corresponding debits, the most significant of which is the associated improvements. An example of the type of
event that would require the Company to perform under the performance standby letters of credit would be the failure of the Company to construct or complete the required improvements. An example of the type of event that would require the Company to
perform under the financial standby letters of credit would be a debt service shortfall in the municipal district that issued the municipal bonds. At September 30, 2004, the Company has not been required to satisfy any of these standby letters of
credit.



The Company has made debt service guarantees for
certain of its unconsolidated joint ventures. At September 30, 2004, based on the joint ventures outstanding debt balances, these debt guarantees totaled $72.1 million and are scheduled to expire between March 2005 and September 2005. These
debt service guarantees are typical business arrangements commonly required of real estate developers. An example of the types of events that would require the Company to provide a cash payment pursuant to a guarantee include a loan default, which
would result from failure of the primary borrower to service its debt when due, or non-compliance of the primary borrower with financial covenants or inadequacy of asset collateral. At September 30, 2004, the Company has not been required to satisfy
any amounts under these debt service guarantees.



The Company
is required to make additional capital contributions to six of its unconsolidated joint ventures should additional capital contributions be necessary to fund development costs or operating shortfalls. The Company agreed with two unconsolidated joint
ventures, Serrano Associates, LLC and SAMS Venture, LLC to make additional contributions should there be insufficient funds to meet its current or projected financial requirements. As of September 30, 2004, the Company cumulatively contributed $20.0
million to Serrano Associates, LLC, as additional contributions, and $0.6 million as additional contributions to SAMS Venture, LLC. The Company is also required to make additional capital contributions to another four of its unconsolidated joint
ventures should additional capital contributions be necessary (see chart below).



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                              |  |                       |        |                                 |   |      
|----------------------------- |  | --------------------- | ------ | ------------------------------- | - | -----
|                              |  | ContributionCommitted |        | RemainingContributionCommitment
|                              |  | (In thousands)       
|Talega Village, LLC(1)        |  | $                     | 14,000 |                                 | $ | 4,570
|Parkway Company, LLC          |  |                       | 38,000 |                                 |   | 2,530
|Third and King Investors, LLC |  |                       | 25,000 |                                 |   |     
|Bergstrom Partners, L.P.      |  |                       | 1,000  |                                 |   | 168  
|                              |  |                       |        |                                 |   |      
|                              |  | $                     | 78,000 |                                 | $ | 7,268
|                              |  |                       |        |                                 |   |      

---

|(1) | Talega Village, LLC has substantially wound up operations and the Company does not expect to
make any future capital contributions.
|--- | -----------------------------------------------------------------------------------------------------------------------------------



As of
September 30, 2004, the Company does not expect to fund any significant capital contributions beyond the maximum capital requirements.



Generally, any funding of off-balance sheet guarantees would result in the increase of Catellus ownership interest in a project or entity similar to
the treatment of a unilateral additional capital contribution to an investee.



In addition to the contingent liabilities summarized in the tables above, the Company also has the following contingencies:



As of September 30, 2004, $163.3 million of Community Facility District bonds were sold to finance public infrastructure improvements at several Company
projects. The Company provided letters of credit totaling $40.5 million in support of some of these bonds. The $40.5 million is included in the standby letters of credit and surety bonds amounts disclosed above. The Company is required to satisfy
any shortfall in annual debt service obligation for these bonds if tax revenues generated by the projects are insufficient. As of September 30, 2004, the Company does not expect to be required to satisfy any shortfall in annual debt service
obligation for these bonds other than through its payment of normal property and special district taxes.



The Company is a party to a number of legal actions arising in the ordinary course of business. The Company cannot predict with certainty the final
outcome of these proceedings. Considering current insurance coverages and the substantial legal defenses available, however, management believes that none of these actions, when finally resolved, will have a material adverse effect on the
consolidated financial condition, results of operations, or cash flows of the Company. Where appropriate, the Company has established reserves for potential liabilities related to legal actions or threatened legal actions. These reserves are
necessarily based on estimates and probabilities of the occurrence of events and therefore are subject to revision from time to time.



Inherent in the operations of the real estate business is the possibility that environmental liability may arise from the current or past ownership, or
current or past operation, of real properties. The Company may be required in the future to take action to correct or reduce the environmental effects of prior disposal or release of hazardous substances by third parties, the Company, or its
corporate predecessors. Future environmental costs are difficult to estimate because of such factors as the unknown magnitude of possible contamination, the unknown timing and extent of the corrective actions that may be required, the determination
of the Companys potential liability in proportion to that of other potentially responsible parties, and the extent to which such costs are recoverable from insurance. Also, the Company does not generally have access to properties sold by it in
the past.



17



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



At September 30, 2004, management estimates that future costs for remediation
of environmental contamination on operating properties and properties previously sold approximate $2.3 million, and has provided a reserve for that amount. It is anticipated that such costs will be incurred over the next several years. Management
also estimates approximately $8.7 million of similar costs relating to the Companys properties to be developed or sold. In addition, the Company has approximately $10.0 million in escrow for environmental work related to a land acquisition
(see Note 3). The Company may incur additional costs related to management of excess contaminated soil from its projects; however, the necessity of this activity depends on the type of future development activities, and, therefore, the
related costs are not currently determinable. These costs will be capitalized as components of development costs when incurred, which is anticipated to be over a period of approximately twenty years, or will be deferred and charged to cost of sales
when the properties are sold. Environmental costs capitalized during the nine months ended September 30, 2004, totaled $2.4 million. The Companys estimates were developed based on reviews that took place over several years based upon
then-prevailing law and identified site conditions. Because of the breadth of its portfolio, and past sales, the Company is unable to review each property extensively on a regular basis. Such estimates are not precise and are always subject to the
availability of further information about the prevailing conditions at the site, the future requirements of regulatory agencies, and the availability and ability of other parties to pay some or all of such costs.



Note 9. Related Party Transactions



The entities below are considered related parties because the listed
transactions are with entities in which the Company has an ownership interest. There are no affiliated persons involved with these entities.



The Company provides development and management services and loan guarantees to various unconsolidated joint venture investments. Fees recognized were
$0.1 million and $1.3 million for the three and nine months ended September 30, 2004, respectively, primarily from SAMS Venture, LLC for the third quarter and Third and King Investors, LLC and SAMS Venture, LLC for the nine-month period. Fees
recognized were $2.8 million and $6.1 million for the three and nine months ended September 30, 2003, respectively, of which $1.2 million and $4.0 million, respectively, were from Third and King Investors, LLC, with the remainder primarily from
Traer Creek LLC, Serrano Associates, LLC, and Talega Village, LLC. Deferred fees of $2.2 million primarily from Serrano Associates, LLC, Third and King Investors, LLC, and Bergstrom Partners, L.P. at September 30, 2004, will be recognized as
completed projects are sold or the venture is sold or liquidated. In September 2003, the Company sold its investment interest in Traer Creek LLC. A provision in the sales agreement allowed for a discount on the purchase price of $1.0 million
depending on the buyers timing of payment of the note. Thus the Company deferred a gain of $5.4 million at December 31, 2003, which was subsequently fully recognized in 2004 upon the buyers full payment of the note.



In 2001, the Company entered into a 99-year ground lease with one of its
unconsolidated joint venture investments, Third and King Investors, LLC. Rent and reimbursable payments of $1.3 million and $0.9 million were received and recognized as rental income during each of the three months ended September 30, 2004 and 2003,
respectively, and $3.8 million and $2.7 million in each of the nine months ended September 30, 2004 and 2003. Rent payments of $1.3 million of previously received rent were deferred at September 30, 2004, and will be recognized, together with annual
rents, over the life of the lease.



The Company has a $4.5
million collateralized 9.0% note receivable from an unconsolidated joint venture, East Baybridge Partners, LP, for project costs plus accrued interest. The note is collateralized by property owned by the joint venture and matures in October 2028.
The Company has entered into various lease agreements with this unconsolidated joint venture. As lessee, rent expense was $33,000 for each of the three-month periods ended September 30, 2004 and 2003, and $101,000 for each of the nine-month periods
ended September 30, 2004 and 2003. This lease will expire in November 2011. As lessor, the Company entered into a ground lease with this joint venture, which will expire in August 2054. The Company earned rental income of $0.1 million for each of
the three-month periods ended September 30, 2004 and 2003, and $0.3 million for each of the nine-month periods ended September 30, 2004 and 2003, and has recorded a $2.5 million receivable and a $1.0 million reserve associated with this lease.



In January 2004, the Company sold its 45% investment interest
in Colorado International Center, an unconsolidated joint venture, for its capital investment balance of $0.3 million to an entity whose principal was a former Company employee.



In June 2004, the Company sold a small parcel of land to SAMS Venture, LLC for $0.7 million for a $0.1 million gain, of
which 50% was deferred.



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 10. Discontinued Operations



In general, sales of rental property are classified as discontinued
operations. Therefore, income or loss attributed to the operations and sale of rental property sold or held for sale is presented in the statement of operations as discontinued operations, net of applicable income tax. Prior period statements of
operations have been reclassified to reflect as discontinued operations the income or loss related to rental properties that were sold or held for sale and presented as discontinued operations during the period up to September 30, 2004.
Additionally, all periods presented will likely require further reclassification in future periods as additional sales of rental properties occur.



Discontinued operations activities for the three and nine months ended September 30, 2004 and 2003, are summarized as follows:



|                                              |  |                                  |         |   |                                 |   |       |      |  |   |         |   |  |   |         |  
|--------------------------------------------- |  | -------------------------------- | ------- | - | ------------------------------- | - | ----- | ---- |  | - | ------- | - |  | - | ------- | -
|                                              |  | Three Months Ended September 30, |         |   | Nine Months Ended September 30, |  
|                                              |  | 2004                             |         |   | 2003                            |   |       | 2004 |  |   | 2003    |  
|                                              |  | (In thousands)                   |        
|Gain from disposal of discontinued operations |  |                                  |         |   |                                 |   |       |      |  |   |         |   |  |   |         |  
|Sales revenue                                 |  | $                                | 30,771  |   |                                 | $ |      |      |  | $ | 40,693  |   |  | $ | 28,202  |  
|Cost of sales                                 |  |                                  | (19,154 | ) |                                 |   | (335  | )    |  |   | (27,062 | ) |  |   | (21,172 | )
|                                              |  |                                  |         |   |                                 |   |       |      |  |   |         |   |  |   |         |  
|                                              |  |                                  | 11,617  |   |                                 |   | (335  | )    |  |   | 13,631  |   |  |   | 7,030   |  
|Income tax expense                            |  |                                  |        |   |                                 |   | 134   |      |  |   |        |   |  |   | (2,812  | )
|                                              |  |                                  |         |   |                                 |   |       |      |  |   |         |   |  |   |         |  
|Net gain (loss)                               |  | $                                | 11,617  |   |                                 | $ | (201  | )    |  | $ | 13,631  |   |  | $ | 4,218   |  
|                                              |  |                                  |         |   |                                 |   |       |      |  |   |         |   |  |   |         |  
|Rental Revenue                                |  | $                                | 995     |   |                                 | $ | 1,258 |      |  | $ | 3,346   |   |  | $ | 4,613   |  
|                                              |  |                                  |         |   |                                 |   |       |      |  |   |         |   |  |   |         |  
|Income from discontinued operations           |  | $                                | 299     |   |                                 | $ | 231   |      |  | $ | 1,155   |   |  | $ | 982     |  
|Income tax expense                            |  |                                  |        |   |                                 |   | (93   | )    |  |   |        |   |  |   | (393    | )
|                                              |  |                                  |         |   |                                 |   |       |      |  |   |         |   |  |   |         |  
|Net gain from discontinued operations         |  | $                                | 299     |   |                                 | $ | 138   |      |  | $ | 1,155   |   |  | $ | 589     |  
|                                              |  |                                  |         |   |                                 |   |       |      |  |   |         |   |  |   |         |  



Asset and liability
balances of rental properties under contract to be sold at September 30, 2004 and December 31, 2003, consist of the following:



|                         |  |                    |        |   |                   |   |        |  
|------------------------ |  | ------------------ | ------ | - | ----------------- | - | ------ | -
|                         |  | September 30, 2004 |        |   | December 31, 2003 |  
|                         |  | (In thousands)     |       
|Assets                   |  |                    |        |   |                   |   |        |  
|Properties               |  | $                  | 9,337  |   |                   | $ | 5,806  |  
|Accumulated depreciation |  |                    | (3,930 | ) |                   |   | (3,589 | )
|                         |  |                    |        |   |                   |   |        |  
|Net                      |  |                    | 5,407  |   |                   |   | 2,217  |  
|Other assets             |  |                    | 1,371  |   |                   |   | 135    |  
|                         |  |                    |        |   |                   |   |        |  
|Total assets             |  |                    | 6,778  |   |                   |   | 2,352  |  
|                         |  |                    |        |   |                   |   |        |  
|Liabilities              |  |                    |        |   |                   |   |        |  
|Mortgage and other debt  |  |                    |       |   |                   |   | (2,071 | )
|Payables                 |  |                    | (24    | ) |                   |   | (108   | )
|Other liabilities        |  |                    | (48    | ) |                   |   | (117   | )
|                         |  |                    |        |   |                   |   |        |  
|Total liabilities        |  |                    | (72    | ) |                   |   | (2,296 | )
|                         |  |                    |        |   |                   |   |        |  
|Net assets               |  | $                  | 6,706  |   |                   | $ | 56     |  
|                         |  |                    |        |   |                   |   |        |  



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##### Table of Contents

CATELLUS DEVELOPMENT CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 11. REIT Conversion



On January 5, 2004, the Company announced that it had completed the
restructuring of its operations to qualify as a REIT and began operating as a REIT as of January 1, 2004. The REIT conversion had the following effects on the financial statements as of or for the three and nine months ended September 30, 2004 and
2003:



| |  | cash dividends of $0.27 per common share for the fourth quarter 2003, the first quarter 2004, and the second quarter 2004 were paid on January 15, 2004, April 15, 2004, and July 15,
2004, respectively, and a third quarter 2004 cash dividend of $0.27 per common share was declared on September 9, 2004, and paid on October 15, 2004 to stockholders of record at the close of business on September 27, 2004. The actual amount of the
dividends for subsequent quarters will be as determined and declared by the Companys Board of Directors and will depend on the Companys financial condition, earnings, and other factors, many of which are beyond the Companys
control;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | conversion and related restructuring costs of $1.4 million were paid to third parties during the three months ended September 30, 2003, and $0.4 million and $4.8 million during the
nine months ended September 30, 2004 and 2003, respectively. The Company does not expect to incur any additional conversion and related restructuring costs; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | amortization of costs, for the three and nine months ended September 30, 2004, associated with the 2003 stock option exchange offer, which includes the costs for the restricted
stock and restricted stock units, was $2.5 million and $7.5 million, respectively (the total of such cost will be amortized over three years until December 31, 2006), and compensation expenses of $0.8 million and $2.5 million, respectively, were
recognized as a result of the required variable accounting treatment for options that remained outstanding upon the expiration of the exchange offer program on October 29, 2003 (the total of such expenses will be amortized over the remaining vesting
period of the options).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



The Company



Catellus Development Corporation is a publicly traded real estate development company that began operating as a REIT effective January 1, 2004. We
operated as a C-corporation through December 31, 2003. We focus on managing, acquiring, and developing predominantly industrial rental property in many of the countrys major distribution centers and transportation corridors. Catellus
principal objective is sustainable, long-term growth in earnings, which we seek to achieve by applying our strategic resources: a lower-risk/higher-return rental portfolio, a focus on expanding that portfolio through development, and the deployment
of our proven land development skills to select opportunities where we can generate profits to recycle back into our core industrial business.



Catellus was originally formed in 1984 to conduct the non-railroad real estate activities of the Santa Fe Pacific Corporation and was spun off to
stockholders effective in 1990. Our railroad heritage gave us a diverse base of developable properties located near transportation corridors in major western United States markets. This land has proven suitable for the development of a variety of
product types, including industrial, retail, office, and residential. Over time, we have expanded our business by acquiring land suitable for primarily industrial development in many of the same suburban locations where we have an established
presence.



Our rental portfolio provides a relatively
consistent source of earnings and our development activities provide cash flow through sales of land or the conversion of our developable land to property that is either added to our portfolio or sold to tenants, developers, investors, or other
interested parties. We invest in new land to ensure our potential for growth. As of September 30, 2004, we owned 40.7 million square feet of commercial rental properties, of which approximately 90.0% is industrial space. Our industrial rental
portfolio is geographically diverse, located in major transportation corridors and distribution centers such as Southern California, Chicago, Dallas, Atlanta, with planned expansion into New Jersey. The majority of our rental portfolio is of newer
construction and leased to diverse, high quality tenants through long-term leases with staggered lease expirations.



Critical Accounting Policies



Our discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, impairment of real estate assets, capitalization of
costs, including job costing, allowances for doubtful accounts, environmental and legal reserves, and income taxes. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions
or conditions.



We believe the following critical accounting
policies reflect our more significant judgments and estimates used in the preparation of the consolidated financial statements.



Revenue and profit recognition



Our revenue is primarily derived from two sources: rental revenue from our rental portfolio and property sales.



Rental revenue is recognized when due from tenants. Revenue from leases with
rent concessions or fixed escalations is recognized on a straight-line basis over the initial term of the related lease. The financial terms of leases are contractually defined. Rental revenue is not accrued when a tenant vacates the premises and
ceases to make rent payments or files for bankruptcy.



Revenue
from sales of properties is recognized using the accrual method. If a sale does not qualify for the accrual method of recognition, other deferral methods are used as appropriate including the percentage-of-completion method. In certain instances,
when we receive an inadequate cash down payment and take a promissory note for the balance of the sale price, the sale is deferred until such time as sufficient cash is received to meet minimum down payment requirements. Also, in general, specific
identification and relative sales value methods are used to determine the cost of sales. A change in circumstances that causes the estimate of future costs, such as carrying costs and construction costs, to increase or decrease significantly would
affect the gain or loss recognized on future sales.



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##### Table of Contents

Impairment of real estate assets



We assess the impairment of a real estate asset when events or changes in circumstances indicate that the net book value may
not be recoverable. Indicators we consider important which could trigger an impairment review include the following:



| | significant negative industry or economic trend;
|- | ------------------------------------------------



| | a significant underperformance relative to historical or projected future operating results;
|- | --------------------------------------------------------------------------------------------



| | a significant change in the manner in which an asset is used; and
|- | -----------------------------------------------------------------



| | an accumulation of costs significantly in excess of the amount originally expected to construct an asset.
|- | ---------------------------------------------------------------------------------------------------------



Real estate is stated at cost and impairments are evaluated using the methodology described as follows: (a) for operating
properties and properties held for development, a write-down to estimated fair value is recognized when a propertys estimated undiscounted future cash flow is less than its net book value; and (b) for properties held for sale, a write-down to
estimated fair value is recorded when we determine that the net book value exceeds the estimated selling price, less cost to sell. These evaluations are made on a property-by-property basis. When we determine that the net book value of an asset may
not be recoverable based upon the estimated undiscounted cash flow, we measure any impairment write-down based on projected discounted cash flows, using an estimated market discount rate; these discounted cash flows are also probability weighted.
When performing the impairment review, we consider capitalized interest and other expenses as costs of development in cost projections; value from comparable property sales will also be considered. The evaluation of future cash flows, discount
rates, and fair value of individual properties requires significant judgment and assumptions, including estimates of market value, lease terms, development absorption, development costs, lease up costs, and financings. Significant adverse changes in
circumstances affecting these judgments and assumptions in future periods could cause a significant impairment adjustment to be recorded.



Capitalization of costs



We capitalize direct construction and development costs, including predevelopment costs, property taxes, insurance, and certain indirect project costs,
including a portion of our general and administrative costs that are associated with the acquisition, development, or construction of a project. Interest is capitalized in accordance with FAS 34 (i.e., interest costs incurred during
construction/development periods to get the assets ready for their intended use.) Costs previously capitalized related to any abandoned sales or acquisitions opportunities are written off. Should development activity decrease, a portion of interest,
property taxes, insurance, and certain general and administrative costs would no longer be eligible for capitalization and would be expensed as incurred.



Allowance for doubtful accounts



We make estimates with respect to the collectability of our receivables and provide for doubtful accounts based on several factors, including our estimate
of collectability and the age of the outstanding balances. Our estimate of collectability is based on our contacts with the debtors, collection agencies, our knowledge of the debtors credit and financial condition, debtors payment terms,
and current economic trends. If a debtor becomes insolvent or files for bankruptcy, we provide an allowance for the entire outstanding amount of the debtors receivable. Significant judgments and estimates must be made and used in connection
with establishing allowances in any accounting period. Material differences may result in the amount and timing of our allowances for any period if adverse general economic conditions cause widespread financial difficulties among our tenants.



Environmental and legal reserves



We incur ongoing environmental remediation costs, including cleanup costs,
consulting fees for environmental studies and investigations, monitoring costs, and legal costs relating to cleanup, litigation defense, and the pursuit of responsible third parties. We maintain a reserve for estimated costs of environmental
remediation to be incurred in connection with operating properties and properties previously sold. These reserves, when established, are expensed. Costs relating to undeveloped land are capitalized as part of development costs, and costs incurred
for properties to be sold are deferred and charged to cost of sales when the properties are sold. It is anticipated that these costs may be incurred over a period of twenty years. Our estimates are developed based on reviews that took place over
many years based upon then-prevailing law and identified site conditions. Because of the breadth of our portfolio, and past sales, we are unable to review each property extensively on a regular basis. Such estimates are not precise and are always
subject to the availability of further information about the prevailing conditions at the site, the future requirements of regulatory agencies, and the availability and ability of other parties to pay some or all of such costs. Should a previously
undetected, substantial environmental hazard be found on our properties, significant liquidity could be consumed by the resulting cleanup requirements, and a material expense may be recorded.



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##### Table of Contents

We are a party to a number of legal actions arising in the ordinary course of business. We cannot predict
with certainty the final outcome of the proceedings. Where appropriate, we have established reserves for potential liabilities related to legal actions or threatened legal actions. Environmental and legal reserves are established based on estimates
and probabilities of the occurrence of events and therefore are subject to revision from time to time. Should the circumstances affecting these estimates change significantly, a material expense may be recognized.



Income taxes



We began operating as a REIT effective January 1, 2004 under Sections 856
through 860 of the Internal Revenue Code. In order to qualify as a REIT, we must derive at least 95% of our gross income in any year from qualifying sources. In addition, we must pay dividends to stockholders aggregating annually at least 90% of our
REIT taxable income (determined without regard to the dividends paid deduction and by excluding capital gains) and must satisfy specified asset tests on a quarterly basis. It is our current intention to adhere to these requirements and maintain our
REIT status. As a REIT, we generally will not be subject to corporate level federal income tax on net income that we distribute currently to our stockholders. As a REIT, we still may be subject to certain state, local and foreign taxes on our income
and property and to federal and state income and excise taxes on our undistributed taxable income. In addition, we will be required to pay federal and state income tax on the net taxable income, if any, from the activities conducted through our TRS.



As part of the process of preparing our condensed consolidated
financial statements, significant management judgment is required to estimate our income taxes. Our estimates are based on interpretation of tax laws. We estimate our actual current tax due and assess temporary differences resulting from differing
treatment of items for book and tax purposes. Temporary differences that originate in our TRS result in deferred tax assets and liabilities, which are included within our condensed consolidated balance sheet. Where we have taken a deduction for a
non-routine transaction in which the tax impact is uncertain, no financial statement benefit is taken until the impact is certain. Adjustments may be required by a change in assessment of our deferred tax assets and liabilities, changes due to audit
adjustments by federal and state tax authorities, our inability to qualify as a REIT, the potential for built-in-gain recognition, changes in the assessment of properties to be contributed to TRS, and changes in tax laws. Adjustments required in any
given period are included within the tax provision in the statement of operations and/or balance sheet. Any applicable interest charges associated with an audit settlement would be recorded as interest expense. These adjustments could materially
impact our statement of operations and liquidity.



General



Business Segment Descriptions:



Our reportable segments are based on our method of internal reporting, which
disaggregates our business between long-term operations and those which we intend to transition out of over time and before the adjustments for discontinued operations. We have two reportable segments: (1) Core Segment and (2) Urban, Residential and
Other Segment (URO). Core Segment includes (a) the management and leasing of our rental portfolio, (b) commercial development activities, which focuses on acquiring and developing suburban commercial business parks for our own rental
portfolio and selling land and/or buildings that we have developed to users and other parties, and (c) select land development opportunities where we can utilize our land development skills with minimal capital investment. URO includes the remaining
residential projects, urban development activities and desert land sales, which we intend to transition out of over time, and REIT transition costs.



Consistent with our previously announced strategy of monetizing our non-core assets, we are in negotiations to sell to a financial investor substantially
all of the remaining land and entitlements at Mission Bay (excluding a 9.65-acre parcel currently under ground lease negotiations with the University of California); West Bluffs, a 114-unit residential development in Westchester - Playa del Rey,
California; Bayport, a 485-unit residential development in Alameda, California; and the remaining land at Santa Fe Depot, in San Diego, California. The consideration for the sale is expected to consist of cash and, in substantial part, a note, and
we expect to continue to act as the developer for the projects for a fee. We also expect this development arrangement to include an incentive fee structure. If negotiations result in a definitive purchase and sale agreement, we expect the
transaction will close in 2004.



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##### Table of Contents

Property Portfolio



Rental Portfolio



Our rental portfolio is comprised of commercial rental property, ground leases and other properties, and interests in several joint ventures. We own 40.7
million square feet of commercial rental property of which 90.0% is industrial, 7.8% is office, and 2.2% is retail.



Rental portfolio by state:



Square Feet by State - As of September 30, 2004

(In thousands,
except for%s)



|                    |  |             |  |           |        |  |             |        |           |   |       |             |  |           |   |  |             |  |           |  
|------------------- |  | ----------- |  | --------- | ------ |  | ----------- | ------ | --------- | - | ----- | ----------- |  | --------- | - |  | ----------- |  | --------- | -
|                    |  | Industrial  |  |           | Office |  |             | Retail |           |   | Total |            
|                    |  | Square Feet |  | % ofTotal |        |  | Square Feet |        | % ofTotal |   |       | Square Feet |  | % ofTotal |   |  | Square Feet |  | % ofTotal |  
|Southern California |  | 14,407      |  | 35.4      | %      |  | 524         |        | 1.3       | % |       | 216         |  | 0.5       | % |  | 15,147      |  | 37.2      | %
|Northern California |  | 5,023       |  | 12.4      | %      |  | 840         |        | 2.1       | % |       | 481         |  | 1.2       | % |  | 6,344       |  | 15.7      | %
|Illinois            |  | 6,385       |  | 15.7      | %      |  | 590         |        | 1.5       | % |       |            |  | 0.0       | % |  | 6,975       |  | 17.2      | %
|Texas               |  | 3,264       |  | 8.0       | %      |  | 869         |        | 2.1       | % |       |            |  | 0.0       | % |  | 4,133       |  | 10.1      | %
|Colorado            |  | 2,353       |  | 5.8       | %      |  | 273         |        | 0.7       | % |       | 100         |  | 0.2       | % |  | 2,726       |  | 6.7       | %
|Arizona             |  | 1,123       |  | 2.8       | %      |  |            |        | 0.0       | % |       | 74          |  | 0.2       | % |  | 1,197       |  | 3.0       | %
|Georgia             |  | 980         |  | 2.4       | %      |  |            |        | 0.0       | % |       |            |  | 0.0       | % |  | 980         |  | 2.4       | %
|Ohio                |  | 966         |  | 2.4       | %      |  |            |        | 0.0       | % |       |            |  | 0.0       | % |  | 966         |  | 2.4       | %
|Oregon              |  | 545         |  | 1.3       | %      |  | 57          |        | 0.1       | % |       | 37          |  | 0.1       | % |  | 639         |  | 1.5       | %
|Kentucky            |  | 549         |  | 1.3       | %      |  |            |        | 0.0       | % |       |            |  | 0.0       | % |  | 549         |  | 1.3       | %
|Maryland            |  | 471         |  | 1.2       | %      |  |            |        | 0.0       | % |       |            |  | 0.0       | % |  | 471         |  | 1.2       | %
|Kansas              |  | 293         |  | 0.7       | %      |  |            |        | 0.0       | % |       |            |  | 0.0       | % |  | 293         |  | 0.7       | %
|Virginia            |  | 252         |  | 0.6       | %      |  |            |        | 0.0       | % |       |            |  | 0.0       | % |  | 252         |  | 0.6       | %
|                    |  |             |  |           |        |  |             |        |           |   |       |             |  |           |   |  |             |  |           |  
|Total               |  | 36,611      |  | 90.0      | %      |  | 3,153       |        | 7.8       | % |       | 908         |  | 2.2       | % |  | 40,672      |  | 100.0     | %



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##### Table of Contents

The following tables summarize the rental revenue and property operating costs by property type for the
three and nine months ended September 30, 2004 and 2003:



Rental revenue by
property type:



|                                                    |  |                                                   |        |   |                                                   |   |        |      |  |   |         |   |  |   |         |  
|--------------------------------------------------- |  | ------------------------------------------------- | ------ | - | ------------------------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                    |  | Rental Revenue (1)Three Months EndedSeptember 30, |        |   | Rental Revenue (1) Nine Months EndedSeptember 30, |  
|                                                    |  | 2004                                              |        |   | 2003                                              |   |        | 2004 |  |   | 2003    |  
|Rental Portfolio                                    |  |                                                   |        |   |                                                   |   |        |      |  |   |         |   |  |   |         |  
|Industrial                                          |  | $                                                 | 47,554 |   |                                                   | $ | 44,931 |      |  | $ | 141,302 |   |  | $ | 132,364 |  
|Office                                              |  |                                                   | 17,158 |   |                                                   |   | 16,901 |      |  |   | 51,508  |   |  |   | 51,580  |  
|Retail                                              |  |                                                   | 4,083  |   |                                                   |   | 3,792  |      |  |   | 11,664  |   |  |   | 11,526  |  
|Ground leases and other properties                  |  |                                                   | 8,748  |   |                                                   |   | 9,713  |      |  |   | 28,245  |   |  |   | 29,050  |  
|                                                    |  |                                                   |        |   |                                                   |   |        |      |  |   |         |   |  |   |         |  
|Rental revenue                                      |  |                                                   | 77,543 |   |                                                   |   | 75,337 |      |  |   | 232,719 |   |  |   | 224,520 |  
|Less: Discontinued operations                       |  |                                                   | (995   | ) |                                                   |   | (1,258 | )    |  |   | (3,346  | ) |  |   | (4,613  | )
|                                                    |  |                                                   |        |   |                                                   |   |        |      |  |   |         |   |  |   |         |  
|Rental revenue from continuing operations           |  |                                                   | 76,548 |   |                                                   |   | 74,079 |      |  |   | 229,373 |   |  |   | 219,907 |  
|Equity in earnings of operating joint ventures, net |  |                                                   | (802   | ) |                                                   |   | 540    |      |  |   | 3,991   |   |  |   | 5,199   |  
|                                                    |  |                                                   |        |   |                                                   |   |        |      |  |   |         |   |  |   |         |  
|Total rental revenue                                |  | $                                                 | 75,746 |   |                                                   | $ | 74,619 |      |  | $ | 233,364 |   |  | $ | 225,106 |  
|                                                    |  |                                                   |        |   |                                                   |   |        |      |  |   |         |   |  |   |         |  

---

|(1) | Rental revenue includes equity in earnings of operating joint ventures, net.
|--- | ----------------------------------------------------------------------------



Property operating costs by property type:



|                                   |  |                                                         |         |   |                                                        |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------- |  | ------------------------------------------------------- | ------- | - | ------------------------------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                   |  | Property Operating CostsThree Months EndedSeptember 30, |         |   | Property Operating CostsNine Months EndedSeptember 30, |  
|                                   |  | 2004                                                    |         |   | 2003                                                   |   |         | 2004 |  |   | 2003    |  
|Rental Portfolio                   |  |                                                         |         |   |                                                        |   |         |      |  |   |         |   |  |   |         |  
|Industrial                         |  | $                                                       | (10,726 | ) |                                                        | $ | (10,367 | )    |  | $ | (31,647 | ) |  | $ | (30,175 | )
|Office                             |  |                                                         | (7,115  | ) |                                                        |   | (7,297  | )    |  |   | (20,607 | ) |  |   | (20,549 | )
|Retail                             |  |                                                         | (1,494  | ) |                                                        |   | (1,238  | )    |  |   | (4,145  | ) |  |   | (3,306  | )
|Ground leases and other properties |  |                                                         | (2,679  | ) |                                                        |   | (4,200  | )    |  |   | (7,314  | ) |  |   | (8,852  | )
|                                   |  |                                                         |         |   |                                                        |   |         |      |  |   |         |   |  |   |         |  
|Property operating costs           |  |                                                         | (22,014 | ) |                                                        |   | (23,102 | )    |  |   | (63,713 | ) |  |   | (62,882 | )
|Less: Discontinued operations      |  |                                                         | 239     |   |                                                        |   | 342     |      |  |   | 676     |   |  |   | 1,314   |  
|                                   |  |                                                         |         |   |                                                        |   |         |      |  |   |         |   |  |   |         |  
|Total property operating costs     |  | $                                                       | (21,775 | ) |                                                        | $ | (22,760 | )    |  | $ | (63,037 | ) |  | $ | (61,568 | )
|                                   |  |                                                         |         |   |                                                        |   |         |      |  |   |         |   |  |   |         |  



25



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##### Table of Contents

Core Segment Developable Land Inventory



Our existing Core Segment developable land can support an estimated 31.1 million square feet of new commercial development.
For the three and nine months ended September 30, 2004, we invested approximately $24.2 million and $27.7 million, respectively, in the acquisition of land capable of supporting approximately 4.8 million square feet of commercial development in
Woodbridge, NJ, Minooka and Glenview, IL. For the nine months ended September 30, 2004, the acquisition included 79,000 square feet that were immediately sold to final users.



|                                   |  |                           |  |                           
|---------------------------------- |  | ------------------------- |  | --------------------------
|Project Name                       |  | City/Location             |  | September 30, 2004        
|                                   |  |                           |  | Square feet (In thousands)
|Southern California                |  |                           |  |                           
|Kaiser Commerce Center             |  | San Bernardino County     |  | 922                       
|Crossroads Business Park           |  | Ontario                   |  | 1,877                     
|Rancho Pacific Distribution Centre |  | Rancho Cucamonga          |  | 312                       
|San Bernardino                     |  | San Bernardino            |  | 865                       
|Pacific Center                     |  | Anaheim                   |  | 44                        
|                                   |  |                           |  |                           
|Subtotal Southern Calif.           |  |                           |  | 4,020                     
|                                   |  |                           |  |                           
|Northern California                |  |                           |  |                           
|Pacific Commons                    |  | Fremont                   |  | 1,566                     
|Duck Creek                         |  | Stockton                  |  | 2,000                     
|Spreckels Business Park            |  | Manteca                   |  | 586                       
|                                   |  |                           |  |                           
|Subtotal Northern Calif.           |  |                           |  | 4,152                     
|                                   |  |                           |  |                           
|Subtotal California                |  |                           |  | 8,172                     
|                                   |  |                           |  |                           
|Illinois                           |  |                           |  |                           
|Minooka                            |  | Minooka                   |  | 4,336                     
|Internationale Centre              |  | Woodridge                 |  | 699                       
|Joliet                             |  | Joliet                    |  | 403                       
|                                   |  |                           |  |                           
|Subtotal Illinois                  |  |                           |  | 5,438                     
|                                   |  |                           |  |                           
|Texas                              |  |                           |  |                           
|Hobby Business Park                |  | Houston                   |  | 1,529                     
|Gateway Corporate Center           |  | Coppell                   |  | 1,120                     
|Stellar Way Business Park          |  | Grand Prairie             |  | 814                       
|Gateway East Business Park         |  | Garland                   |  | 763                       
|Plano                              |  | Plano                     |  | 403                       
|                                   |  |                           |  |                           
|Subtotal Texas                     |  |                           |  | 4,629                     
|                                   |  |                           |  |                           
|Other                              |  |                           |  |                           
|Eastgate                           |  | Aurora, CO                |  | 4,000                     
|Stapleton Business Park            |  | Denver, CO                |  | 150                       
|South Shore Corp. Park             |  | Gresham/Portland, OR      |  | 707                       
|Circle Point Corporate Center      |  | Westminster, CO           |  | 247                       
|Cedar Grove Business Park          |  | Louisville, KY            |  | 483                       
|Douglas Hill Business Park         |  | Atlanta, GA               |  | 350                       
|Quakertown                         |  | Milford, Bucks County, PA |  | 1,000                     
|New Jersey                         |  | Woodbridge, NJ            |  | 3,344                     
|                                   |  |                           |  |                           
|Subtotal Other                     |  |                           |  | 10,281                    
|                                   |  |                           |  |                           
|Subtotal Outside of California     |  |                           |  | 20,348                    
|                                   |  |                           |  |                           
|Total Owned Land                   |  |                           |  | 28,520                    
|Option/Controlled Land             |  |                           |  |                           
|Alameda (FISC)                     |  | Alameda, CA               |  | 1,300                     
|Prairie Glen Corporate Campus      |  | Glenview, IL              |  | 207                       
|Minooka                            |  | Minooka, IL               |  | 1,070                     
|                                   |  |                           |  |                           
|Total Inventory                    |  |                           |  | 31,097                    
|                                   |  |                           |  |                           



26



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##### Table of Contents

Suburban Residential Land Inventory



The table below summarizes our residential land portfolio as of September 30, 2004:



|                                      |  |                   |   |  |                                
|------------------------------------- |  | ----------------- | - |  | -------------------------------
|                                      |  | OwnershipInterest |   |  | Lots/Units at September 30,2004
|Northern California                   |  |                   |   |  |                                
|Alameda(1)                            |  | 100               | % |  | 334                            
|Serrano, Sacramento(2)                |  | 50                | % |  | 972                            
|Parkway, Sacramento (multi-family)(3) |  | 50                | % |  | 418                            
|Bayport, Alameda(4)                   |  | 33                | % |  | 139                            
|                                      |  |                   |   |  |                                
|                                      |  |                   |   |  | 1,863                          
|                                      |  |                   |   |  |                                
|Southern California                   |  |                   |   |  |                                
|West Bluffs, Playa del Rey(5)         |  | 100               | % |  | 114                            
|Oceanside(6)                          |  | 100               | % |  |                               
|                                      |  |                   |   |  |                                
|                                      |  |                   |   |  | 114                            
|                                      |  |                   |   |  |                                
|Total                                 |  |                   |   |  | 1,977                          
|                                      |  |                   |   |  |                                

---

|(1) | Of the 334 lots, we own 46 and have the option to purchase 288 lots.
|--- | --------------------------------------------------------------------

|(2) | Of the 972 lots, 52 lots are currently under contract to be sold.
|--- | -----------------------------------------------------------------

|(3) | 256 of the 418 lots are currently under contract to be sold.
|--- | ------------------------------------------------------------

|(4) | 65 of the 139 units are currently under contract to be sold.
|--- | ------------------------------------------------------------

|(5) | We have entitlements for this project; however, the entitlements are being challenged under
the California Environmental Quality Act and the California Coastal Act.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Represents 5 city blocks; therefore, lot inventory not included.
|--- | ----------------------------------------------------------------



Urban Land Inventory



Our existing entitled Urban land inventory can support an estimated 10.1 million square feet of new development, 3,103
residential units, and a 500-room hotel. The chart below summarizes the estimated development potential of our current Urban land inventory as of September 30, 2004:



|                                        |  |                                    |  |         |  |             |  |      
|--------------------------------------- |  | ---------------------------------- |  | ------- |  | ----------- |  | -----
|                                        |  | Office                             |  | Retail  |  | Residential |  | Hotel
|                                        |  | (Net Rentable Sq. Ft.in thousands) |  | (Units) |  | (Rooms)    
|Mission Bay (San Francisco, California) |  | 4,089                              |  |        |  | 3,103       |  | 500  
|Union Station (Los Angeles, California) |  | 4,853                              |  | 675     |  |            |  |     
|Santa Fe Depot (San Diego, California)  |  | 440                                |  | 83      |  |            |  |     
|                                        |  |                                    |  |         |  |             |  |      
|Total                                   |  | 9,382                              |  | 758     |  | 3,103       |  | 500  
|                                        |  |                                    |  |         |  |             |  |      



As of September 30,
2004, 24.78 acres of Urban land is currently under contract to be sold. This Urban land is capable of supporting the development of 1,865 condominium units and 935,000 square feet of commercial space from the Mission Bay project; and 440,000 square
feet of office space from the Santa Fe Depot project.



Other Land Holdings



As of September 30, 2004, we own approximately 7,100
acres of land in the Southern California desert after the land sale during the second quarter. The ownership of these desert properties is the result of historical land grants to our railroad predecessors. Because of its location, lack of contiguity
among parcels, and other factors, much of this land currently is not suitable for traditional development activities. Substantially, all of the 7,100 acres of remaining desert properties are under contract and projected to be sold by the end of
2004.



27



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##### Table of Contents

Financial Condition and Results of Operations



The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with the condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q.



Funds From Operations



As a REIT, we provide Funds From Operations (FFO) as a supplemental measure of performance calculated in accordance with the definition adopted by the National Association of Real Estate Investment Trusts (NAREIT).
FFO, as defined by NAREIT, represents net income (loss) (computed in accordance with GAAP), sales of certain assets, cumulative effect of changes in accounting principles, plus depreciation and amortization (excluding depreciation on personal
property) and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. Our management generally believes that FFO, as defined by NAREIT, is a meaningful supplemental measure of
operating performance because historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically
risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO
as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial,
improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. We generally consider FFO to be a useful measure for reviewing our comparative operating and
financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated operating real estate assets and
excluding real estate asset depreciation and amortization, FFO can help one compare the operating performance of a companys real estate between periods or to the operating performance of different companies. FFO does include gains on sales of
land and build-to-suit development projects. In presenting our FFO for periods prior to operating as a REIT (which was effective January 1, 2004), we include a hypothetical tax savings that would have occurred had we been a REIT during
those periods. We believe that presenting FFO as adjusted for hypothetical tax savings provides investors and analysts with a useful comparison of the hypothetical tax impacts of a REIT structure.



28



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##### Table of Contents

Below is a summary of net income by segment and FFO for the Three Months Ended September 30, 2004:



|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|----------------------------------------------------- |  | -------------- | ------- | - | --- | - | ------- | --------- |  | - | ------- | -
|                                                      |  | Core           |         |   | URO |   |         | Total (a) | 
|                                                      |  | (In thousands) |        
|Revenue                                               |  |                |         |   |     |   |         |           |  |   |         |  
|Rental revenue                                        |  | $              | 77,543  |   |     | $ |        |           |  | $ | 77,543  |  
|Sales revenue                                         |  |                | 33,434  |   |     |   | 36,824  |           |  |   | 70,258  |  
|Management, development and other fees                |  |                | 394     |   |     |   |        |           |  |   | 394     |  
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|                                                      |  |                | 111,371 |   |     |   | 36,824  |           |  |   | 148,195 |  
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|Costs and expenses                                    |  |                |         |   |     |   |         |           |  |   |         |  
|Property operating costs                              |  |                | (22,014 | ) |     |   |        |           |  |   | (22,014 | )
|Cost of sales                                         |  |                | (21,436 | ) |     |   | (20,862 | )         |  |   | (42,298 | )
|Selling, general and administrative expenses          |  |                | (7,418  | ) |     |   | (6,201  | )         |  |   | (13,619 | )
|Depreciation and amortization                         |  |                | (20,409 | ) |     |   | (166    | )         |  |   | (20,575 | )
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|                                                      |  |                | (71,277 | ) |     |   | (27,229 | )         |  |   | (98,506 | )
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|Operating income                                      |  |                | 40,094  |   |     |   | 9,595   |           |  |   | 49,689  |  
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|Other income                                          |  |                |         |   |     |   |         |           |  |   |         |  
|Equity in losses of operating joint ventures, net     |  |                | (802    | ) |     |   |        |           |  |   | (802    | )
|Equity in earnings of development joint ventures, net |  |                | 100     |   |     |   | 1,104   |           |  |   | 1,204   |  
|Gain on non-strategic asset sales                     |  |                |        |   |     |   |        |           |  |   |        |  
|Interest income                                       |  |                | 1,662   |   |     |   | 481     |           |  |   | 2,143   |  
|Other                                                 |  |                | 1,515   |   |     |   | (342    | )         |  |   | 1,173   |  
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|                                                      |  |                | 2,475   |   |     |   | 1,243   |           |  |   | 3,718   |  
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|Other expenses                                        |  |                |         |   |     |   |         |           |  |   |         |  
|Interest expense                                      |  |                | (15,959 | ) |     |   |        |           |  |   | (15,959 | )
|Other                                                 |  |                | (498    | ) |     |   | (1,232  | )         |  |   | (1,730  | )
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|                                                      |  |                | (16,457 | ) |     |   | (1,232  | )         |  |   | (17,689 | )
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|Income before income taxes                            |  |                | 26,112  |   |     |   | 9,606   |           |  |   | 35,718  |  
|Income tax expense                                    |  |                | (1,421  | ) |     |   | (4,484  | )         |  |   | (5,905  | )
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|Net income                                            |  |                | 24,691  |   |     |   | 5,122   |           |  |   | 29,813  |  
|Depreciation                                          |  |                | 21,099  |   |     |   | 174     |           |  |   | 21,273  |  
|Less gain on rental property sales                    |  |                | (11,656 | ) |     |   |        |           |  |   | (11,656 | )
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  
|NAREIT defined funds from operations (FFO)            |  | $              | 34,134  |   |     | $ | 5,296   |           |  | $ | 39,430  |  
|                                                      |  |                |         |   |     |   |         |           |  |   |         |  

---

|(a) | As discussed in the Business Segment Description section of this MD&A, these amounts do
not consider the effect of discontinued operations. See Note 7 to the condensed consolidated financial statements for reconciliation to Statement of Operations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



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##### Table of Contents

Below is a summary of net income by segment and FFO for the Three Months Ended September 30, 2003:



|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|----------------------------------------------------- |  | -------------- | ------- | - | --- | - | ------- | -------- |  | - | ------- | -
|                                                      |  | Core           |         |   | URO |   |         | Total(b) | 
|                                                      |  | (In thousands) |        
|Revenue                                               |  |                |         |   |     |   |         |          |  |   |         |  
|Rental revenue                                        |  | $              | 75,337  |   |     | $ |        |          |  | $ | 75,337  |  
|Sales revenue                                         |  |                | 2,106   |   |     |   | 43,409  |          |  |   | 45,515  |  
|Management, development and other fees                |  |                | 1,695   |   |     |   | 1,259   |          |  |   | 2,954   |  
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|                                                      |  |                | 79,138  |   |     |   | 44,668  |          |  |   | 123,806 |  
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|Costs and expenses                                    |  |                |         |   |     |   |         |          |  |   |         |  
|Property operating costs                              |  |                | (23,102 | ) |     |   |        |          |  |   | (23,102 | )
|Cost of sales                                         |  |                | (2,090  | ) |     |   | (25,416 | )        |  |   | (27,506 | )
|Selling, general and administrative expenses          |  |                | (8,241  | ) |     |   | (7,124  | )        |  |   | (15,365 | )
|Depreciation and amortization                         |  |                | (17,788 | ) |     |   | (278    | )        |  |   | (18,066 | )
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|                                                      |  |                | (51,221 | ) |     |   | (32,818 | )        |  |   | (84,039 | )
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|Operating income                                      |  |                | 27,917  |   |     |   | 11,850  |          |  |   | 39,767  |  
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|Other income                                          |  |                |         |   |     |   |         |          |  |   |         |  
|Equity in earnings of operating joint ventures, net   |  |                | 540     |   |     |   |        |          |  |   | 540     |  
|Equity in earnings of development joint ventures, net |  |                |        |   |     |   | 7,553   |          |  |   | 7,553   |  
|Gain on non-strategic asset sales                     |  |                |        |   |     |   | 928     |          |  |   | 928     |  
|Interest income                                       |  |                | 915     |   |     |   | 830     |          |  |   | 1,745   |  
|Other                                                 |  |                | (4      | ) |     |   | 585     |          |  |   | 581     |  
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|                                                      |  |                | 1,451   |   |     |   | 9,896   |          |  |   | 11,347  |  
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|Other expenses                                        |  |                |         |   |     |   |         |          |  |   |         |  
|Interest expense                                      |  |                | (15,923 | ) |     |   |        |          |  |   | (15,923 | )
|REIT transition costs                                 |  |                |        |   |     |   | (1,416  | )        |  |   | (1,416  | )
|Other                                                 |  |                | (258    | ) |     |   | (153    | )        |  |   | (411    | )
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|                                                      |  |                | (16,181 | ) |     |   | (1,569  | )        |  |   | (17,750 | )
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|Income before income taxes                            |  |                | 13,187  |   |     |   | 20,177  |          |  |   | 33,364  |  
|Income tax expense                                    |  |                | (4,344  | ) |     |   | (8,071  | )        |  |   | (12,415 | )
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|Net income                                            |  |                | 8,843   |   |     |   | 12,106  |          |  |   | 20,949  |  
|Depreciation                                          |  |                | 18,091  |   |     |   | 429     |          |  |   | 18,520  |  
|Loss on rental property sales                         |  |                | 301     |   |     |   |        |          |  |   | 301     |  
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|NAREIT defined funds from operations (FFO)            |  |                | 27,235  |   |     |   | 12,535  |          |  |   | 39,770  |  
|Additional adjustments                                |  |                |         |   |     |   |         |          |  |   |         |  
|Hypothetical tax savings(a)                           |  |                | 5,452   |   |     |   |        |          |  |   | 5,452   |  
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  
|FFO as adjusted for hypothetical tax savings          |  | $              | 32,687  |   |     | $ | 12,535  |          |  | $ | 45,222  |  
|                                                      |  |                |         |   |     |   |         |          |  |   |         |  

---

|(a) | Hypothetical tax benefit represents the tax savings effect that would have been incurred as a
result of converting to a REIT. (As a result of the REIT conversion, income taxes would no longer be payable on non-taxable activities of a REIT while income from the TRS was taxed at 40%.)
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | As discussed in the Business Segment Description section of this MD&A, these amounts do
not consider the effect of discontinued operations. See Note 7 to the condensed consolidated financial statements for reconciliation to Statement of Operations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30



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##### Table of Contents

Below is a summary of net income by segment and FFO for the Nine Months Ended September 30, 2004:



|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|----------------------------------------------------- |  | -------------- | -------- | - | --- | - | ------- | --------- |  | - | -------- | -
|                                                      |  | Core           |          |   | URO |   |         | Total (a) | 
|                                                      |  | (In thousands) |         
|Revenue                                               |  |                |          |   |     |   |         |           |  |   |          |  
|Rental revenue                                        |  | $              | 232,719  |   |     | $ |        |           |  | $ | 232,719  |  
|Sales revenue                                         |  |                | 74,998   |   |     |   | 50,172  |           |  |   | 125,170  |  
|Management, development and other fees                |  |                | 1,920    |   |     |   | 931     |           |  |   | 2,851    |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|                                                      |  |                | 309,637  |   |     |   | 51,103  |           |  |   | 360,740  |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Costs and expenses                                    |  |                |          |   |     |   |         |           |  |   |          |  
|Property operating costs                              |  |                | (63,713  | ) |     |   |        |           |  |   | (63,713  | )
|Cost of sales                                         |  |                | (44,603  | ) |     |   | (33,567 | )         |  |   | (78,170  | )
|Selling, general and administrative expenses          |  |                | (21,305  | ) |     |   | (17,876 | )         |  |   | (39,181  | )
|Depreciation and amortization                         |  |                | (57,143  | ) |     |   | (739    | )         |  |   | (57,882  | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|                                                      |  |                | (186,764 | ) |     |   | (52,182 | )         |  |   | (238,946 | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Operating income (loss)                               |  |                | 122,873  |   |     |   | (1,079  | )         |  |   | 121,794  |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Other income                                          |  |                |          |   |     |   |         |           |  |   |          |  
|Equity in earnings of operating joint ventures, net   |  |                | 3,991    |   |     |   |        |           |  |   | 3,991    |  
|Equity in earnings of development joint ventures, net |  |                | 100      |   |     |   | 5,722   |           |  |   | 5,822    |  
|Gain on non-strategic asset sales                     |  |                |         |   |     |   | 16,441  |           |  |   | 16,441   |  
|Interest income                                       |  |                | 5,850    |   |     |   | 1,531   |           |  |   | 7,381    |  
|Other                                                 |  |                | 1,781    |   |     |   | 649     |           |  |   | 2,430    |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|                                                      |  |                | 11,722   |   |     |   | 24,343  |           |  |   | 36,065   |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Other expenses                                        |  |                |          |   |     |   |         |           |  |   |          |  
|Interest expense                                      |  |                | (48,404  | ) |     |   |        |           |  |   | (48,404  | )
|REIT transition costs                                 |  |                |         |   |     |   | (420    | )         |  |   | (420     | )
|Other                                                 |  |                | (1,247   | ) |     |   | (2,732  | )         |  |   | (3,979   | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|                                                      |  |                | (49,651  | ) |     |   | (3,152  | )         |  |   | (52,803  | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Income before income taxes                            |  |                | 84,944   |   |     |   | 20,112  |           |  |   | 105,056  |  
|Income tax expense                                    |  |                | (7,306   | ) |     |   | (512    | )         |  |   | (7,818   | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Net income                                            |  |                | 77,638   |   |     |   | 19,600  |           |  |   | 97,238   |  
|Depreciation                                          |  |                | 58,981   |   |     |   | 539     |           |  |   | 59,520   |  
|Gain on rental property sales                         |  |                | (16,023  | ) |     |   |        |           |  |   | (16,023  | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|NAREIT defined funds from operations (FFO)            |  | $              | 120,596  |   |     | $ | 20,139  |           |  | $ | 140,735  |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  

---

|(a) | As discussed in the Business Segment Description section of this MD&A, these amounts do
not consider the effect of discontinued operations. See Note 7 to the condensed consolidated financial statements for reconciliation to Statement of Operations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



---

##### Table of Contents

Below is a summary of net income by segment and FFO for the Nine Months Ended September 30, 2003:



|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|----------------------------------------------------- |  | -------------- | -------- | - | --- | - | ------- | --------- |  | - | -------- | -
|                                                      |  | Core           |          |   | URO |   |         | Total (b) | 
|                                                      |  | (In thousands) |         
|Revenue                                               |  |                |          |   |     |   |         |           |  |   |          |  
|Rental revenue                                        |  | $              | 224,520  |   |     | $ |        |           |  | $ | 224,520  |  
|Sales revenue                                         |  |                | 58,616   |   |     |   | 48,011  |           |  |   | 106,627  |  
|Management, development and other fees                |  |                | 5,599    |   |     |   | 4,302   |           |  |   | 9,901    |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|                                                      |  |                | 288,735  |   |     |   | 52,313  |           |  |   | 341,048  |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Costs and expenses                                    |  |                |          |   |     |   |         |           |  |   |          |  
|Property operating costs                              |  |                | (62,882  | ) |     |   |        |           |  |   | (62,882  | )
|Cost of sales                                         |  |                | (45,215  | ) |     |   | (26,381 | )         |  |   | (71,596  | )
|Selling, general and administrative expenses          |  |                | (21,999  | ) |     |   | (13,424 | )         |  |   | (35,423  | )
|Depreciation and amortization                         |  |                | (51,675  | ) |     |   | (828    | )         |  |   | (52,503  | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|                                                      |  |                | (181,771 | ) |     |   | (40,633 | )         |  |   | (222,404 | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Operating income                                      |  |                | 106,964  |   |     |   | 11,680  |           |  |   | 118,644  |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Other income                                          |  |                |          |   |     |   |         |           |  |   |          |  
|Equity in earnings of operating joint ventures, net   |  |                | 5,199    |   |     |   |        |           |  |   | 5,199    |  
|Equity in earnings of development joint ventures, net |  |                |         |   |     |   | 16,834  |           |  |   | 16,834   |  
|Gain on non-strategic asset sales                     |  |                |         |   |     |   | 8,285   |           |  |   | 8,285    |  
|Interest income                                       |  |                | 2,427    |   |     |   | 3,036   |           |  |   | 5,463    |  
|Other                                                 |  |                | 1,945    |   |     |   | 585     |           |  |   | 2,530    |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|                                                      |  |                | 9,571    |   |     |   | 28,740  |           |  |   | 38,311   |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Other expenses                                        |  |                |          |   |     |   |         |           |  |   |          |  
|Interest expense                                      |  |                | (49,908  | ) |     |   |        |           |  |   | (49,908  | )
|REIT transition costs                                 |  |                |         |   |     |   | (4,779  | )         |  |   | (4,779   | )
|Other                                                 |  |                | (591     | ) |     |   | (16     | )         |  |   | (607     | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|                                                      |  |                | (50,499  | ) |     |   | (4,795  | )         |  |   | (55,294  | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Income before income taxes                            |  |                | 66,036   |   |     |   | 35,625  |           |  |   | 101,661  |  
|Income tax                                            |  |                | (23,797  | ) |     |   | (14,250 | )         |  |   | (38,047  | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|Net income                                            |  |                | 42,239   |   |     |   | 21,375  |           |  |   | 63,614   |  
|Depreciation                                          |  |                | 52,004   |   |     |   | 429     |           |  |   | 52,433   |  
|Less gain on rental property sales                    |  |                | (7,152   | ) |     |   |        |           |  |   | (7,152   | )
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|NAREIT defined funds from operations (FFO)            |  |                | 87,091   |   |     |   | 21,804  |           |  |   | 108,895  |  
|Additional adjustments                                |  |                |          |   |     |   |         |           |  |   |          |  
|Hypothetical tax savings(a)                           |  |                | 22,558   |   |     |   |        |           |  |   | 22,558   |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  
|FFO as adjusted for hypothetical tax savings          |  | $              | 109,649  |   |     | $ | 21,804  |           |  | $ | 131,453  |  
|                                                      |  |                |          |   |     |   |         |           |  |   |          |  

---

|(a) | Hypothetical tax benefit represents the tax savings effect that would have been incurred as a
result of converting to a REIT. (As a result of the REIT conversion, income taxes would no longer be payable on non-taxable activities of a REIT while income from the TRS was taxed at 40%.)
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | As discussed in the Business Segment Description section of this MD&A, these amounts do
not consider the effect of discontinued operations. See Note 7 to the condensed consolidated financial statements for reconciliation to Statement of Operations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32



---

##### Table of Contents

Ten Largest Tenants



The following is a schedule of the largest ten tenants of our rental portfolio, based on GAAP rents:



|                        |  |                    |  |                        |  |                                              
|----------------------- |  | ------------------ |  | ---------------------- |  | ---------------------------------------------
|Customer Name           |  | State              |  | Type of Product Leased |  | % of Total Base Rent as of September 30, 2004
|The Gap                 |  | CA                 |  | Office                 |  | 6.5%                                         
|APL Logistics, Inc.     |  | CA, IL, GA, KY, TX |  | Industrial             |  | 5.5%                                         
|Ford Motor Company      |  | CA, CO, TX, KS, VA |  | Industrial             |  | 2.9%                                         
|Exel Corporation        |  | CA                 |  | Industrial             |  | 1.9%                                         
|J.C. Penney Company     |  | TX                 |  | Office                 |  | 1.9%                                         
|Kelloggs USA, Inc.(2)  |  | CA, IL, CO         |  | Industrial             |  | 1.9%                                         
|Home Depot USA, Inc.(1) |  | CA                 |  | Industrial/Retail      |  | 1.6%                                         
|Office Depot, Inc.      |  | CA                 |  | Industrial/Retail      |  | 1.5%                                         
|The Gillette Company    |  | CA, IL             |  | Industrial             |  | 1.4%                                         
|Spicers/LaSalle Paper   |  | CA, OR             |  | Industrial             |  | 1.2%                                         

---

|(1) | Includes a 117,000 square foot lease doing business as Home Expo.
|--- | -----------------------------------------------------------------

|(2) | Includes a 450,000 square foot lease and 81,000 square foot lease doing business as Kellogg Sales Company.
|--- | ----------------------------------------------------------------------------------------------------------



Rental Revenue



Rental revenue has increased primarily because of building additions. From October 2003 to September 2004, we added a net
2.5 million square feet to our rental portfolio. Rental revenue for three and nine months ended September 30, 2004 and 2003, are summarized as follows:



|                               |  |                                  |        |      |                                 |                     |  |   |        |   |      |   |                     |  |   |         |  |   |        |  
|------------------------------ |  | -------------------------------- | ------ | ---- | ------------------------------- | ------------------- |  | - | ------ | - | ---- | - | ------------------- |  | - | ------- |  | - | ------ | -
|                               |  | Three Months Ended September 30, |        |      | Nine Months Ended September 30, |                    
|                               |  | 2004                             |        | 2003 |                                 | Difference2004/2003 |  |   | 2004   |   | 2003 |   | Difference2004/2003 | 
|                               |  | (In thousands)                   |        |      | (In thousands)                  |                    
|Rental revenue:                |  |                                  |        |      |                                 |                     |  |   |        |   |      |   |                     |  |   |         |  |   |        |  
|Same space(1)                  |  | $                                | 61,966 |      | $                               | 62,440              |  | $ | (474   | ) |      | $ | 187,080             |  | $ | 187,102 |  | $ | (22    | )
|Properties added to portfolio  |  |                                  | 6,352  |      |                                 | 2,111               |  |   | 4,241  |   |      |   | 15,396              |  |   | 5,013   |  |   | 10,383 |  
|Properties sold from portfolio |  |                                  | 677    |      |                                 | 1,213               |  |   | (536   | ) |      |   | 2,600               |  |   | 4,379   |  |   | (1,779 | )
|Ground leases and other        |  |                                  | 8,548  |      |                                 | 9,573               |  |   | (1,025 | ) |      |   | 27,643              |  |   | 28,026  |  |   | (383   | )
|                               |  |                                  |        |      |                                 |                     |  |   |        |   |      |   |                     |  |   |         |  |   |        |  
|Total(2)                       |  | $                                | 77,543 |      | $                               | 75,337              |  | $ | 2,206  |   |      | $ | 232,719             |  | $ | 224,520 |  | $ | 8,199  |  
|                               |  |                                  |        |      |                                 |                     |  |   |        |   |      |   |                     |  |   |         |  |   |        |  



Property Operating Costs



Property operating costs has decreased for the three
months ended September 30, 2004, primarily because of lower expenses from interim properties. Property operating costs for three and nine months ended September 30, 2004 and 2003, are summarized as follows:



|                               |  |                                  |         |   |                                 |   |         |                     |  |   |       |   |  |      |         |   |                     |   |         |   |  |   |        |  
|------------------------------ |  | -------------------------------- | ------- | - | ------------------------------- | - | ------- | ------------------- |  | - | ----- | - |  | ---- | ------- | - | ------------------- | - | ------- | - |  | - | ------ | -
|                               |  | Three Months Ended September 30, |         |   | Nine Months Ended September 30, |  
|                               |  | 2004                             |         |   | 2003                            |   |         | Difference2004/2003 |  |   | 2004  |   |  | 2003 |         |   | Difference2004/2003 |  
|                               |  | (In thousands)                   |         |   | (In thousands)                  |  
|Property operating costs:      |  |                                  |         |   |                                 |   |         |                     |  |   |       |   |  |      |         |   |                     |   |         |   |  |   |        |  
|Same space(1)                  |  | $                                | (17,880 | ) |                                 | $ | (18,010 | )                   |  | $ | 130   |   |  | $    | (52,346 | ) |                     | $ | (51,646 | ) |  | $ | (700   | )
|Properties added to portfolio  |  |                                  | (1,241  | ) |                                 |   | (536    | )                   |  |   | (705  | ) |  |      | (3,382  | ) |                     |   | (1,143  | ) |  |   | (2,239 | )
|Properties sold from portfolio |  |                                  | (174    | ) |                                 |   | (278    | )                   |  |   | 104   |   |  |      | (501    | ) |                     |   | (1,094  | ) |  |   | 593    |  
|Ground leases and other        |  |                                  | (2,719  | ) |                                 |   | (4,278  | )                   |  |   | 1,559 |   |  |      | (7,484  | ) |                     |   | (8,999  | ) |  |   | 1,515  |  
|                               |  |                                  |         |   |                                 |   |         |                     |  |   |       |   |  |      |         |   |                     |   |         |   |  |   |        |  
|Total(2)                       |  | $                                | (22,014 | ) |                                 | $ | (23,102 | )                   |  | $ | 1,088 |   |  | $    | (63,713 | ) |                     | $ | (62,882 | ) |  | $ | (831   | )
|                               |  |                                  |         |   |                                 |   |         |                     |  |   |       |   |  |      |         |   |                     |   |         |   |  |   |        |  

---

|(1) | Same space properties were owned and operated for the entire current year and the entire immediately preceding year.
|--- | --------------------------------------------------------------------------------------------------------------------

|(2) | These amounts do not consider the effect of discontinued operations. See Note 7 to the condensed consolidated financial statements for reconciliation to Statement of
Operations.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



33



---

##### Table of Contents

We do not expect substantial changes in rental income from our same space rental portfolio; rather, we
expect that growth in overall portfolio rental income will result primarily from new properties we will add to our rental portfolio over time.



Gain on Property Sales:



|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|---------------------------- |  | ------------------------------------- | ------- | - | ------------------------------------- | - | ------- | ----- |  | - | ------- | - |  | --- | ------- | - | ----- | - | ------- | - |  | - | ------- | -
|                             |  | Three Months Ended September 30, 2004 |         |   | Three Months Ended September 30, 2003 |  
|                             |  | Core                                  |         |   | URO                                   |   |         | Total |  |   | Core    |   |  | URO |         |   | Total |  
|                             |  | (In thousands)                        |        
|Building Sales               |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Sales proceeds               |  | $                                     | 30,731  |   |                                       | $ |        |       |  | $ | 30,731  |   |  | $   | 554     |   |       | $ | 2,068   |   |  | $ | 2,622   |  
|Cost of sales                |  |                                       | (18,970 | ) |                                       |   | (43     | )     |  |   | (19,013 | ) |  |     | (718    | ) |       |   | (1,906  | ) |  |   | (2,624  | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Gain (loss)                  |  |                                       | 11,761  |   |                                       |   | (43     | )     |  |   | 11,718  |   |  |     | (164    | ) |       |   | 162     |   |  |   | (2      | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Land/Lot Sales               |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Sales proceeds               |  |                                       | 2,047   |   |                                       |   | 36,713  |       |  |   | 38,760  |   |  |     | 648     |   |       |   | 39,566  |   |  |   | 40,214  |  
|Cost of sales                |  |                                       | (1,652  | ) |                                       |   | (20,600 | )     |  |   | (22,252 | ) |  |     | (735    | ) |       |   | (22,792 | ) |  |   | (23,527 | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Gain (loss)                  |  |                                       | 395     |   |                                       |   | 16,113  |       |  |   | 16,508  |   |  |     | (87     | ) |       |   | 16,774  |   |  |   | 16,687  |  
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Ground Lease and Other Sales |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Sales proceeds               |  |                                       | 656     |   |                                       |   | 111     |       |  |   | 767     |   |  |     | 904     |   |       |   | 1,775   |   |  |   | 2,679   |  
|Cost of sales                |  |                                       | (814    | ) |                                       |   | (219    | )     |  |   | (1,033  | ) |  |     | (637    | ) |       |   | (718    | ) |  |   | (1,355  | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Gain (loss)                  |  |                                       | (158    | ) |                                       |   | (108    | )     |  |   | (266    | ) |  |     | 267     |   |       |   | 1,057   |   |  |   | 1,324   |  
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Total sales proceeds         |  |                                       | 33,434  |   |                                       |   | 36,824  |       |  |   | 70,258  |   |  |     | 2,106   |   |       |   | 43,409  |   |  |   | 45,515  |  
|Total cost of sales          |  |                                       | (21,436 | ) |                                       |   | (20,862 | )     |  |   | (42,298 | ) |  |     | (2,090  | ) |       |   | (25,416 | ) |  |   | (27,506 | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Total gain on property sales |  | $                                     | 11,998  |   |                                       | $ | 15,962  |       |  | $ | 27,960  |   |  | $   | 16      |   |       | $ | 17,993  |   |  | $ | 18,009  |  
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|                             |  |                                      
|                             |  | Nine Months Ended September 30, 2004  |         |   | Nine Months Ended September 30, 2003  |  
|                             |  | Core                                  |         |   | URO                                   |   |         | Total |  |   | Core    |   |  | URO |         |   | Total |  
|                             |  | (In thousands)                        |        
|Building Sales               |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Sales proceeds               |  | $                                     | 48,664  |   |                                       | $ | 6,819   |       |  | $ | 55,483  |   |  | $   | 47,158  |   |       | $ | 2,068   |   |  | $ | 49,226  |  
|Cost of sales                |  |                                       | (32,773 | ) |                                       |   | (6,771  | )     |  |   | (39,544 | ) |  |     | (38,010 | ) |       |   | (1,906  | ) |  |   | (39,916 | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Gain                         |  |                                       | 15,891  |   |                                       |   | 48      |       |  |   | 15,939  |   |  |     | 9,148   |   |       |   | 162     |   |  |   | 9,310   |  
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Land/Lot Sales               |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Sales proceeds               |  |                                       | 18,500  |   |                                       |   | 43,190  |       |  |   | 61,690  |   |  |     | 10,465  |   |       |   | 43,031  |   |  |   | 53,496  |  
|Cost of sales                |  |                                       | (9,379  | ) |                                       |   | (26,139 | )     |  |   | (35,518 | ) |  |     | (6,602  | ) |       |   | (22,993 | ) |  |   | (29,595 | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Gain                         |  |                                       | 9,121   |   |                                       |   | 17,051  |       |  |   | 26,172  |   |  |     | 3,863   |   |       |   | 20,038  |   |  |   | 23,901  |  
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Ground Lease and Other Sales |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Sales proceeds               |  |                                       | 7,834   |   |                                       |   | 163     |       |  |   | 7,997   |   |  |     | 993     |   |       |   | 2,912   |   |  |   | 3,905   |  
|Cost of sales                |  |                                       | (2,451  | ) |                                       |   | (657    | )     |  |   | (3,108  | ) |  |     | (603    | ) |       |   | (1,482  | ) |  |   | (2,085  | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Gain (loss)                  |  |                                       | 5,383   |   |                                       |   | (494    | )     |  |   | 4,889   |   |  |     | 390     |   |       |   | 1,430   |   |  |   | 1,820   |  
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Total sales proceeds         |  |                                       | 74,998  |   |                                       |   | 50,172  |       |  |   | 125,170 |   |  |     | 58,616  |   |       |   | 48,011  |   |  |   | 106,627 |  
|Total cost of sales          |  |                                       | (44,603 | ) |                                       |   | (33,567 | )     |  |   | (78,170 | ) |  |     | (45,215 | ) |       |   | (26,381 | ) |  |   | (71,596 | )
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  
|Total gain on property sales |  | $                                     | 30,395  |   |                                       | $ | 16,605  |       |  | $ | 47,000  |   |  | $   | 13,401  |   |       | $ | 21,630  |   |  | $ | 35,031  |  
|                             |  |                                       |         |   |                                       |   |         |       |  |   |         |   |  |     |         |   |       |   |         |   |  |   |         |  



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##### Table of Contents

Core Segment property sales are generated from the following sources: 1) purchase options exercised by
existing tenants for rental properties, 2) sale of older rental properties to improve the overall quality of our rental portfolio, 3) select land parcels within our development projects, and 4) build-to-suit building sales.



URO Segment sales include, as of the conversion to a REIT, all remaining
residential and urban projects, and desert land sales. (See Gain on Non-strategic Asset Sales below.)



Sales revenue less cost of sales increased $12.0 million in our Core Segment for the three months ended September 30, 2004 because of higher buildings and
build-to-suit buildings gains. During the three months ended September 30, 2004, we sold a 750,000 square foot building, and closed on sales of improved land capable of supporting 0.3 million square feet of commercial development. During the three
months ended September 30, 2003, we closed on the sale of improved land capable of supporting 58,000 square feet of commercial development. In addition, $0.1 million of deferred profit was recognized during the three months ended September 30, 2003.



Sales revenue less cost of sales increased $17.0 million in
our Core Segment for the nine months ended September 30, 2004 because of higher buildings and build-to-suit sales of $6.7 million, higher ground lease and other sales due primarily to the recognition of $5.3 million of deferred gains from selling
our interest in one of our joint ventures in September 2003, and higher land sale gains of approximately $5.0 million. During the nine months ended September 30, 2004, we sold three buildings totaling 886,000 square feet and two build-to-suit
buildings totaling 58,000 square feet, closed on the sale of improved land capable of supporting 3.6 million square feet of commercial development, and closed 6.5 acres of ground leases. During the nine months ended September 30, 2003, we sold four
operating properties totaling 797,000 square feet of building space, sold a 600,000 square foot build-to-suit building, closed on the sale of improved land capable of supporting 0.5 million square feet of commercial development, and recognized $2.2
million of deferred profits.



Sales revenue less cost of sales
decreased $2.0 million in our URO Segment for the three months ended September 2004 due to lower ground lease and other sales and lower land and lot sales. During the three months ended September 30, 2004, we sold 7.9 acres of land at our Mission
Bay project and recognized $3.6 million deferred revenue from the sale of residential lots. During the three months ended September 30, 2003, we closed on the sale of 2,149 residential lots, sold three condominiums from the Mission Bay project,
closed 1.4 acres of land capable of supporting development of 285 condominium units from the Santa Fe Depot project, and sold 2,250.3 acres of ground leases.



Sales revenue less cost of sales decreased $5.0 million in our URO Segment for the nine months ended September 30, 2004 due to lower land and lot gains
and lower ground lease sales. During the nine months ended September 30, 2004, we sold 8 condominiums and 7.9 acres of land at our Mission Bay project, 2.8 acres of land from the LA Union Station project, and certain ground leases. In addition,
during the nine months ended September 30, 2004, we recognized deferred gain of $0.7 million from the 2003 sale of 1.0 acre of land capable of supporting development of 105 condominium units from the Mission Bay project and recognized $3.6 million
deferred revenue from the sale of residential lots. During the nine months ended September 30, 2003, we closed on the sales of 2,170 residential lots, sold three condominiums from the Mission Bay project, closed 1.4 acres of land capable of
supporting development of 285 condominiums units from the Santa Fe Depot project, and sold 2,434.7 acres of ground leases (see Variability in Results section). We plan to transition out of the residential and historic urban development
activities, and desert land over time. As of September 30, 2004, we have 373 residential lots and 24.78 acres of urban land under contract to be sold during 2004 and 2005. On September 29, 2004, we have entered into a contract to sell land entitled
for residential for-sale units and supporting retail space at Mission Bay to Bosa Development California, Inc. for approximately $119 million.



Management, Development and Other Fees



Management, development and other fees primarily consist of fees earned related to development and construction management services provided to third
parties as well as our joint venture projects and loan guarantee fees. Management, development and other fees in our Core Segment decreased $1.3 million for the three months ended September 30, 2004, primarily because of loan guarantee fees and
management fees related to investments in three unconsolidated joint ventures in Colorado that were sold in 2003. Management, development and other fees in our Core Segment decreased $3.7 million for the nine months ended September 30, 2004,
primarily because of the recognition of certain deferred construction management fees related to a construction management contract with a ground lease lessee in 2003 and loan guarantee fees and management fees related to investments in three
unconsolidated joint ventures in Colorado that were sold in 2003. Management, development and other fees in our URO Segment decreased $1.3 million and $3.4 million for the three and nine months ended September 30, 2004, respectively, primarily
because of lower development management activities related to a joint venture development at the Mission Bay project.



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##### Table of Contents

Selling, General and Administrative Expenses



Selling, general and administrative expenses decreased $0.8 million and $0.7 million in our Core Segment for the three and
nine months ended September 30, 2004, respectively, due primarily to lower employee-related expenses. Selling, general and administrative expenses decreased $0.9 million in our URO Segment for the three months ended September 30, 2004, due primarily
to one-time severance costs related to the reduction of staff associated with the REIT conversion in 2003. Selling, general and administrative expenses increased $4.5 million in our URO Segment for the nine months ended September 30, 2004, primarily
because of charges recognized in 2004 related to the exchange of options into restricted stock and restricted stock units in conjunction with the REIT conversion, partially offset by the one-time severance costs related to the reduction of staff
associated with the REIT conversion in 2003.



Depreciation and Amortization
Expense



The increases in depreciation and amortization
expense of $2.6 million and $5.5 million in our Core Segment for the three and nine months ended September 30, 2004, respectively, were primarily attributable to the addition of 2.5 million net square feet of building space to our portfolio between
October 2003 and September 2004 and we recorded a charge of $1.2 million related to an adjustment to the depreciable lives of tenant improvements.



Other Income



Equity in Earnings of Operating Joint Ventures, Net



Equity in earnings of operating joint ventures decreased $1.3 million and $1.2 million for the three and nine months ended
September 30, 2004, respectively, primarily because of lower average room rates and occupancy rates in hotels owned by two joint ventures.



Equity in Earnings of Development Joint Ventures, Net



Our equity in earnings of development joint ventures, net is generated from our URO Segment primarily relating to
residential activities. The tables below summarize our share of the activities of joint ventures for the three and nine months ended September 30, 2004 and 2003. The decrease in our gain from sales for the three months ended September 30, 2004 was
primarily because of deferred gains recognized from Talega in 2003, lower sales volume from Talega Village, lower sales margin from Serrano, and an impairment charge to one of our joint ventures investment, partially offset by earnings from Alameda
Bayport. We sold our interest in Talega and substantially wound up operations in Talega Village in 2003. The decrease in our gain from sales for the nine months ended September 30, 2004 was primarily because of lower sales volume from Talega and
Talega Village, partially offset by higher sales volume from Serrano and earnings from Alameda Bayport (see Variability in Results section). Subsequent to September 2004, we signed a contract to sell the asset at our joint venture project at
Mission Bay. We estimated that approximately $1.0 million of the net realizable value of our investment is not recoverable, accordingly, we recorded an impairment charge of $1.0 million to our investment in the joint venture during the three months
ended September 30, 2004. Although our preference is generally to own property directly, we may participate with other entities in property ownership through joint ventures or other types of co-ownership.



|                |  |                                       |  |            |                                       |              |   |         |      |  |   |                |   |       |     |              |   |         |      |   |          |   |  |   |       
|--------------- |  | ------------------------------------- |  | ---------- | ------------------------------------- | ------------ | - | ------- | ---- |  | - | -------------- | - | ----- | --- | ------------ | - | ------- | ---- | - | -------- | - |  | - | ------
|                |  | Three Months ended September 30, 2004 |  |            | Three Months ended September 30, 2003
|Projects        |  | Lots/HomesSold                        |  | Sales/Gain |                                       | Cost ofSales |   |         | Gain |  |   | Lots/HomesSold |   | Sales |     | Cost ofSales |   |         | Gain
|                |  | (In thousands except lots/homes)     
|Talega Village  |  |                                      |  | $          |                                      |              | $ |        |      |  | $ |               |   |       | 2   |              | $ | 956     |      | $ | (356     | ) |  | $ | 600   
|Serrano         |  | 26                                    |  |            | 10,990                                |              |   | (9,815  | )    |  |   | 1,175          |   |       | 7   |              |   | 12,471  |      |   | (10,803  | ) |  |   | 1,668 
|Talega          |  |                                      |  |            |                                      |              |   |        |      |  |   |               |   |       |    |              |   | 22,559  |      |   | (17,531  | ) |  |   | 5,028 
|Parkway         |  |                                      |  |            | 667                                   |              |   | (346    | )    |  |   | 321            |   |       |    |              |   | 17      |      |   | 240      |   |  |   | 257   
|Alameda Bayport |  | 12                                    |  |            | 708                                   |              |   |        |      |  |   | 708            |   |       |    |              |   |        |      |   |         |   |  |   |      
|Other           |  |                                      |  |            |                                      |              |   | (1,000  | )    |  |   | (1,000         | ) |       |    |              |   |        |      |   |         |   |  |   |      
|                |  |                                       |  |            |                                       |              |   |         |      |  |   |                |   |       |     |              |   |         |      |   |          |   |  |   |       
|Total           |  | 38                                    |  | $          | 12,365                                |              | $ | (11,161 | )    |  | $ | 1,204          |   |       | 9   |              | $ | 36,003  |      | $ | (28,450  | ) |  | $ | 7,553 
|                |  |                                       |  |            |                                       |              |   |         |      |  |   |                |   |       |     |              |   |         |      |   |          |   |  |   |       
|                |  |                                      
|                |  | Nine Months ended September 30, 2004  |  |            | Nine Months ended September 30, 2003 
|Projects        |  | Lots/HomesSold                        |  | Sales/Gain |                                       | Cost ofSales |   |         | Gain |  |   | Lots/HomesSold |   | Sales |     | Cost ofSales |   |         | Gain
|                |  | (In thousands except lots/homes)     
|Talega Village  |  |                                      |  | $          |                                      |              | $ | 588     |      |  | $ | 588            |   |       | 65  |              | $ | 34,648  |      | $ | (31,488  | ) |  | $ | 3,160 
|Serrano         |  | 159                                   |  |            | 38,542                                |              |   | (33,451 | )    |  |   | 5,091          |   |       | 47  |              |   | 34,494  |      |   | (30,796  | ) |  |   | 3,698 
|Talega          |  |                                      |  |            |                                      |              |   |        |      |  |   |               |   |       | 259 |              |   | 72,693  |      |   | (62,872  | ) |  |   | 9,821 
|Parkway         |  |                                      |  |            | 760                                   |              |   | (442    | )    |  |   | 318            |   |       |    |              |   | 2,231   |      |   | (2,076   | ) |  |   | 155   
|Alameda Bayport |  | 12                                    |  |            | 708                                   |              |   |        |      |  |   | 708            |   |       |    |              |   |        |      |   |         |   |  |   |      
|Other           |  |                                      |  |            | 100                                   |              |   | (983    | )    |  |   | (883           | ) |       |    |              |   |        |      |   |         |   |  |   |      
|                |  |                                       |  |            |                                       |              |   |         |      |  |   |                |   |       |     |              |   |         |      |   |          |   |  |   |       
|Total           |  | 171                                   |  | $          | 40,110                                |              | $ | (34,288 | )    |  | $ | 5,822          |   |       | 371 |              | $ | 144,066 |      | $ | (127,232 | ) |  | $ | 16,834
|                |  |                                       |  |            |                                       |              |   |         |      |  |   |                |   |       |     |              |   |         |      |   |          |   |  |   |       



We expect to continue
to reduce our involvement in and earnings from development joint ventures over time.



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##### Table of Contents

Gain on Non-Strategic Asset Sales



Gain on sales of non-strategic assets decreased $0.9 million for the three months ended September 30, 2004, but increased
$8.2 million for the nine months ended September 30, 2004. There was no non-strategic assets sold in the third quarter of 2004, but we sold a majority of our remaining non-strategic assets in the second quarter of 2004 and we expect the remaining
non-strategic assets will be essentially sold by the end of 2004 (see Variability in Results section).



Interest Income



Interest income increased $0.7 million and $3.4 million in our Core Segment for the three and nine months ended September 30, 2004, respectively, because
of higher interest income from notes receivable due to higher average note balances. Interest income decreased $0.3 million and $1.5 million in our URO Segment for the three and nine months ended September 30, 2004, respectively, because of lower
interest income from notes receivable because of certain seller notes were paid off in 2003.



Other Expenses



Interest Expense



Following is a
summary of interest expense:



|                        |  |                                  |        |   |                                 |   |        |            |  |   |      |   |  |      |         |   |            |   |         |   |  |   |        |  
|----------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---------- |  | - | ---- | - |  | ---- | ------- | - | ---------- | - | ------- | - |  | - | ------ | -
|                        |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                        |  | 2004                             |        |   | 2003                            |   |        | Difference |  |   | 2004 |   |  | 2003 |         |   | Difference |  
|                        |  | (In thousands)                   |        |   | (In thousands)                  |  
|Total interest incurred |  | $                                | 21,487 |   |                                 | $ | 21,673 |            |  | $ | (186 | ) |  | $    | 64,504  |   |            | $ | 65,384  |   |  | $ | (880   | )
|Interest capitalized    |  |                                  | (5,528 | ) |                                 |   | (5,750 | )          |  |   | 222  |   |  |      | (16,100 | ) |            |   | (15,476 | ) |  |   | (624   | )
|                        |  |                                  |        |   |                                 |   |        |            |  |   |      |   |  |      |         |   |            |   |         |   |  |   |        |  
|Interest expensed       |  | $                                | 15,959 |   |                                 | $ | 15,923 |            |  | $ | 36   |   |  | $    | 48,404  |   |            | $ | 49,908  |   |  | $ | (1,504 | )
|                        |  |                                  |        |   |                                 |   |        |            |  |   |      |   |  |      |         |   |            |   |         |   |  |   |        |  



Interest expense
decreased $1.5 million for the nine months ended September 30, 2004, primarily because of lower average debt balances and higher capitalized interest as a result of increased development activities.



REIT transition costs



In 2003, we restructured our business operations in order to qualify as a
REIT, effective January 1, 2004. We have incurred conversion and related restructuring costs payable to third parties. REIT transition costs are in our URO Segment because of its non-recurring nature. We incurred REIT transition costs of $0.4
million for the nine months ended September 30, 2004. We do not expect to incur any additional costs during 2004. From 2003 through September 30, 2004, we have incurred approximately $7.7 million of REIT transition costs primarily for consulting,
legal, and tax services.



Other



Other expenses increased $0.7 million in our Core Segment for the nine
months ended September 30, 2004, primarily because of higher landholding costs.



Other expenses increased $1.1 million and $2.7 million in our URO Segment for the three and nine months ended September 30, 2004, respectively, primarily because of higher community facility district taxes and net
real estate property taxes.



Income Taxes



Currently, our projected annual current tax rate is 26.20% and deferred tax
rate is (13.21)% as compared to the actual tax rates of 34.44% and 3.09%, respectively, in 2003. Both our current and overall tax rates decreased in the third quarter of 2004, compared to the third quarter of 2003 primarily due to our REIT
conversion. As a REIT, only certain activities are subject to tax. Our TRS income before income taxes was $13.8 million with an effective overall rate of 40.08%. The effective overall rate is calculated using the federal statutory rate of 35% and a
blended state tax rate of 7.8%. The effective overall rate is reduced by the net federal tax benefit of the state tax deduction to arrive at an effective overall rate of 40.08%. CDC has accrued $2.3 million state taxes at the REIT level to reflect
expected state tax liability. This liability results from projected taxable income in California in excess of federal taxable income that is not distributed to stockholders and therefore taxed in the REIT. For purposes of segment reporting, we apply
the effective overall rate to the Core Segment taxable income with the remainder of tax calculated applied to the Non-Core activities.



The calculation of current taxes due involves the use of many estimates that are not finalized and adjusted until our final tax returns are filed, usually
in September of the following year. Consequently, actual taxes paid in regard to any given year will differ from the amounts shown above; however, the differences have historically not been material, and are not expected to be material in the
future.



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##### Table of Contents

Variability in Results



Although our rental properties provide relatively stable operating results, our earnings from period to period will be affected by the nature and
timing of acquisitions and sales of property. Also, sales of assets are difficult to predict given fluctuating economic conditions and are generally subject to lengthy negotiations and contingencies that need to be resolved before closing. These
factors may tend to bunch income in particular periods rather than producing a more even pattern throughout the year or from year to year. In addition, gross margins may vary significantly as the mix of property varies. The cost basis of
the properties sold varies because (i) properties have been owned for varying periods of time; (ii) properties are owned in various geographical locations; and (iii) development projects have varying infrastructure costs and build-out periods.



Liquidity and Capital Resources



Off-balance sheet arrangements, contractual obligations, and
commitments



We have the following off-balance sheet
arrangements, contractual obligations, and commitments, which are discussed in various sections of the Condensed Consolidated Financial Statements, Notes to Condensed Consolidated Financial Statements, and elsewhere in Managements Discussion
and Analysis of Financial Condition and Results of Operations. These arrangements exist in the following areas:



| |  | Unconsolidated real estate joint ventures:
| | - | ------------------------------------------



| |  | Capital contribution requirements
| | - | ---------------------------------



| |  | Debt and debt service guarantees
| | - | --------------------------------



| |  | Surety bonds, standby letters of credit and commitments
| | - | -------------------------------------------------------



| |  | Executed contracts for construction and development activity
| | - | ------------------------------------------------------------



Generally any funding of off-balance sheet guarantees would result in the increase of our ownership interest in a project or entity, similar to the
treatment of an unilateral additional capital contribution to an investee.



Unconsolidated real estate joint ventures- capital contribution requirements



We have investments in twelve unconsolidated real estate joint ventures, of which six joint ventures are in our Core Segment and the other six joint
ventures are in our URO Segment. Four of the joint ventures are involved in the operation of rental real estate properties and the remaining eight are involved in real estate development for investment or sale. We use the equity method of accounting
for eleven of our investments in unconsolidated joint ventures and the cost method of accounting for one unconsolidated joint venture.



We are required to make additional capital contributions to six of our unconsolidated joint ventures should additional contributions be necessary to fund
development costs or operating shortfalls.



| |  | We are required to make additional capital contributions beyond an initial commitment of $25 million to one of our unconsolidated joint ventures should additional capital
contributions be necessary to fund excess costs. The joint venture requires capital contributions if actual development costs exceed the approved project development budget. The development budget is approximately $252.5 million and will be funded
as follows: $165 million from a construction loan, which closed in September 2002, $62.5 million from our partners, and the remaining $25 million from us. As of September 30, 2004, we had contributed $24.9 million of our $25 million commitment.
Subsequent to September 2004, we signed a contract to sell the asset, and therefore we do not expect to fund any significant amounts in excess of the $25 million. As of September 30, 2004, we had capitalized approximately $0.7 million of interest
for the joint ventures development project. During the quarter ended September 30, 2004, we recorded a write-down of $1.0 million on the net realizable value of our investment in the joint venture based on our estimate of recoverability.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We are also required to make additional capital contributions to three other unconsolidated joint ventures should additional capital contributions be necessary to fund excess costs.
Based upon the joint venture agreements, we are required to fund up to a maximum contribution of $53 million, of which we have cumulatively contributed $45.7 million. One of the joint ventures has substantially wound up operations and we do not
expect to make any future capital contributions. As of September 30, 2004, we do not expect to fund any additional capital contributions beyond our maximum capital requirements to the other two joint ventures.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We agreed with two other unconsolidated joint ventures to make additional contributions should there be insufficient funds to meet their current or projected financial requirements.
As of September 30, 2004, we have cumulatively contributed $51.9 million to these unconsolidated joint ventures, including $20.6 million as additional contributions. As of September 30, 2004, we are expecting to make additional contributions to one
of the joint ventures.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Additional contributions
made to our development joint ventures are reflected as investment in development joint ventures. (see Note 6 of the accompanying Condensed Consolidated Financial Statements).



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##### Table of Contents

Unconsolidated real estate joint ventures- debt and debt service guarantees



We have made certain debt service guarantees for two of our unconsolidated
URO Segment development joint ventures. At September 30, 2004, based on the joint ventures outstanding debt balance, these debt service guarantees totaled $72.1 million. These debt service guarantees are typical business arrangements commonly
required in real estate development. Examples of events that would require us to provide a cash payment pursuant to a guarantee include a loan default, which would result from failure of the primary borrower to service the debt when due, or
non-compliance of the primary borrower with financial covenants and inadequacy of asset collateral. At September 30, 2004, we have not been required to satisfy any amounts pursuant to these debt and debt service guarantees.



Surety bonds, standby letters of credit and commitments



As of September 30, 2004, we have $369.3 million in surety bonds,
outstanding standby letters of credit in favor of local municipalities or financial institutions, and commitments to guarantee the construction of real property improvements or financial obligations. Surety bonds are commonly required by public
agencies in real estate development. Surety bonds and commitments are to guarantee the construction of public improvements and infrastructure such as sewer, streets, traffic signals, grading, and wildlife preservations, in connection with our
various development projects. The surety bonds and standby letters of credit are renewable and expire upon completion of the required improvements. Standby letters of credit are a form of credit enhancement commonly required in real estate
development when bonds are issued to finance public improvements.



Executed contracts for construction and development activity



At September 30, 2004, we have open construction and development contracts with vendors totaling $132.2 million related to our various projects, as compared to $155.8 million at December 31, 2003.



The following table summarizes our outstanding contractual obligations as of
September 30, 2004, and the effect such obligations are expected to have on liquidity and cash flow in future periods:



|                                             |  |                        |           |     |                |   |                 |  |                 |         |               |   |         |  |   |        
|-------------------------------------------- |  | ---------------------- | --------- | --- | -------------- | - | --------------- |  | --------------- | ------- | ------------- | - | ------- |  | - | -------
|                                             |  | Payments Due by Period
|Contractual Obligations                      |  | Total                  |           |     | Due within2004 |   | Due in2005-2007 |  | Due in2008-2009 |         | DueThereafter
|                                             |  | (In thousands)        
|Mortgage and Other Debt and Related Interest |  | $                      | 1,819,990 | (1) |                | $ | 76,688          |  | $               | 575,683 |               | $ | 558,149 |  | $ | 609,470
|Operating Leases                             |  |                        | 3,210     |     |                |   | 548             |  |                 | 2,437   |               |   | 30      |  |   | 195    
|Contracts                                    |  |                        | 132,169   | (2) |                |   | 28,798          |  |                 | 100,967 |               |   | 2,404   |  |   |       
|                                             |  |                        |           |     |                |   |                 |  |                 |         |               |   |         |  |   |        
|Total Contractual Obligations                |  | $                      | 1,955,369 |     |                | $ | 106,034         |  | $               | 679,087 |               | $ | 560,583 |  | $ | 609,665
|                                             |  |                        |           |     |                |   |                 |  |                 |         |               |   |         |  |   |        

---

|(1) | Includes approximately $466.0 million of cumulative interest.
|--- | -------------------------------------------------------------

|(2) | A portion of these obligations is expected to be reimbursed by bond proceeds and various
third parties. Also, includes approximately $6.7 million of estimated future environmental remediation costs, which is also disclosed as part of the $8.7 million estimated future environmental remediation costs in Note 8, Commitments and
Contingencies.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table
summarizes our outstanding commitments as of September 30, 2004, and the effect such commitments may have on liquidity and cash flow in future periods:



|                                                        |  |                                            |         |     |                   |   |                    |  |                    |         |                  |   |       |  |   |      
|------------------------------------------------------- |  | ------------------------------------------ | ------- | --- | ----------------- | - | ------------------ |  | ------------------ | ------- | ---------------- | - | ----- |  | - | -----
|                                                        |  | Amount of Commitment Expiration Per Period
|Commitments                                             |  | Total AmountsCommitted                     |         |     | Expirewithin 2004 |   | Expire in2005-2007 |  | Expire in2008-2009 |         | ExpireThereafter
|                                                        |  | (In thousands)                            
|Surety Bonds, Standby Letters of Credit and Commitments |  | $                                          | 369,298 | (1) |                   | $ | 65,505             |  | $                  | 293,622 |                  | $ | 3,102 |  | $ | 7,069
|Debt Guarantees of Unconsolidated JVs                   |  |                                            | 72,064  |     |                   |   |                   |  |                    | 72,064  |                  |   |      |  |   |     
|                                                        |  |                                            |         |     |                   |   |                    |  |                    |         |                  |   |       |  |   |      
|Total Commitments                                       |  | $                                          | 441,362 |     |                   | $ | 65,505             |  | $                  | 365,686 |                  | $ | 3,102 |  | $ | 7,069
|                                                        |  |                                            |         |     |                   |   |                    |  |                    |         |                  |   |       |  |   |      

---

|(1) | Includes approximately $34.3 million of commitments that have no specific expiration dates, which we have assumed to expire within one year for purposes of this
table.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Cash Flows from Operating Activities



Cash provided by operating activities reflected in the statement of cash flows for the nine months ended September 30, 2004
and 2003, was $168.1 million and $116.3 million, respectively. The increase of $51.8 million was attributed to the following: (1) $20.1 million due to lower capital expenditures on our development properties; (2) $17.5 million due to higher cash
proceeds from development sales of which our cost of sales in 2004 was approximately $55.8 million; (3) $15.8 million due to lower income tax paid; (4) $2.2 million due to lower interest paid as a result of lower mortgage and other debts; and (5)
$0.9 million from higher payments received from our notes receivable partially offset by (6) $0.8 million due to lower operating distributions from our residential joint ventures.



Cash Flows from Investing Activities



Net cash used in investing activities reflected in the statement of cash flows for the nine months ended September 30, 2004 and 2003, was $94.0 million
and $184.9 million, respectively. The decrease of $90.9 million in net cash used was attributed to the following: (1) $66.7 million due to lower property acquisitions primarily from the acquisition of a 10% minority interest in a consolidated
subsidiary in January 2003; (2) $59.3 million from lower investment in short-term investments and restricted cash; (3) $12.6 million due to higher proceeds from the sale of investment properties; (4) $7.9 million due to lower reimbursable
predevelopment and infrastructure costs incurred during the nine months ended September 30, 2004; (5) $4.6 million due to lower contributions made to our unconsolidated joint ventures; and (6) $1.0 million due to lower costs incurred for tenant
improvements offset by increases of (7) $52.6 million due to higher capital expenditures for investment properties; and (8) $8.6 million due to lower distributions received from an unconsolidated joint venture.



Capital Expenditures



Capital expenditures reflected in the statement of cash flows include the following:



|                                                   |  |                                |         |      |   |        
|-------------------------------------------------- |  | ------------------------------ | ------- | ---- | - | -------
|                                                   |  | Nine Months EndedSeptember 30,
|                                                   |  | 2004                           |         | 2003
|                                                   |  | (In thousands)                
|Capital Expenditures from Operating Activities(1)  |  |                                |         |      |   |        
|Capital expenditures for development properties    |  | $                              | 4,203   |      | $ | 38,670 
|Predevelopment                                     |  |                                |        |      |   | 833    
|Infrastructure and other                           |  |                                | 32,470  |      |   | 19,957 
|Other property acquisitions                        |  |                                | 1,734   |      |   |       
|Capitalized interest and property taxes            |  |                                | 4,489   |      |   | 3,521  
|                                                   |  |                                |         |      |   |        
|Total capital expenditures in operating activities |  |                                | 42,896  |      |   | 62,981 
|                                                   |  |                                |         |      |   |        
|Capital Expenditures from Investing Activities(2)  |  |                                |         |      |   |        
|Capital expenditures for investment properties     |  |                                | 72,667  |      |   | 64,137 
|Rental propertiesbuilding improvements            |  |                                | 3,250   |      |   | 6,730  
|Predevelopment                                     |  |                                | 2,434   |      |   | 6,293  
|Infrastructure and other                           |  |                                | 63,305  |      |   | 12,340 
|Commercial property acquisitions(3)                |  |                                | 27,574  |      |   | 94,248 
|Other property acquisitions                        |  |                                | 31      |      |   | 447    
|Tenant improvements                                |  |                                | 4,410   |      |   | 5,491  
|Capitalized interest and property taxes            |  |                                | 13,955  |      |   | 13,117 
|                                                   |  |                                |         |      |   |        
|Capital expenditures for investment properties     |  |                                | 187,626 |      |   | 202,803
|Contribution to joint ventures                     |  |                                | 1,445   |      |   | 6,028  
|                                                   |  |                                |         |      |   |        
|Total capital expenditures in investing activities |  |                                | 189,071 |      |   | 208,831
|                                                   |  |                                |         |      |   |        
|Total capital expenditures(4)                      |  | $                              | 231,967 |      | $ | 271,812
|                                                   |  |                                |         |      |   |        

---

|(1) | This category includes capital expenditures for properties we intend to build and sell.
|--- | ---------------------------------------------------------------------------------------

|(2) | This category includes capital expenditures for properties we intend to hold for our own account.
|--- | -------------------------------------------------------------------------------------------------

|(3) | In January 2003, we acquired a 10% minority interest in a subsidiary for cash of $60.7 million. The acquisition was accounted for using the purchase method of
accounting.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Total capital expenditures include capitalized general and administrative expenses of $9.0 million and $9.7 million for the nine months ended September 30, 2004 and
2003, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Capital expenditures for development propertiesThis item relates to the development of our
for-sale development properties. The decrease was primarily due to 2003 construction activity of build-to-sell projects specifically in Alameda, California; Fremont, California; Fontana, California; and Gresham, Oregon. The majority of these
projects were completed and sold during the fourth quarter of 2003 and the first quarter of 2004.



Capital expenditures for investment propertiesThis item relates primarily to development of new properties held for lease. This development
activity is summarized below (in square feet):



|                                              |  |                                 |   |  |                                |   |  |        |   |  |        |  
|--------------------------------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ------ | - |  | ------ | -
|                                              |  | Three Months EndedSeptember 30, |   |  | Nine Months EndedSeptember 30, |  
|                                              |  | 2004                            |   |  | 2003                           |   |  | 2004   |   |  | 2003   |  
|                                              |  | (In thousands)                  |   |  | (In thousands)                 |  
|Development                                   |  |                                 |   |  |                                |   |  |        |   |  |        |  
|Wholly owned:                                 |  |                                 |   |  |                                |   |  |        |   |  |        |  
|Under construction, beginning of period       |  | 1,985                           |   |  | 3,517                          |   |  | 4,404  |   |  | 3,100  |  
|Construction starts                           |  | 1,268                           |   |  |                               |   |  | 2,173  |   |  | 2,577  |  
|Completedretained in portfolio               |  | (33                             | ) |  | (801                           | ) |  | (3,288 | ) |  | (2,031 | )
|Completeddesign/build or sold                |  |                                |   |  | (4                             | ) |  | (69    | ) |  | (934   | )
|                                              |  |                                 |   |  |                                |   |  |        |   |  |        |  
|Subtotal under construction, end of period(1) |  | 3,220                           |   |  | 2,712                          |   |  | 3,220  |   |  | 2,712  |  
|                                              |  |                                 |   |  |                                |   |  |        |   |  |        |  
|Joint Venture Projects:                       |  |                                 |   |  |                                |   |  |        |   |  |        |  
|Under construction, beginning of period       |  | 1,033                           |   |  | 882                            |   |  | 695    |   |  | 1,000  |  
|Construction starts                           |  |                                |   |  |                               |   |  | 338    |   |  |       |  
|Completed                                     |  | (127                            | ) |  | (187                           | ) |  | (127   | ) |  | (305   | )
|                                              |  |                                 |   |  |                                |   |  |        |   |  |        |  
|Subtotal under construction, end of period    |  | 906                             |   |  | 695                            |   |  | 906    |   |  | 695    |  
|                                              |  |                                 |   |  |                                |   |  |        |   |  |        |  
|Total under construction, end of period       |  | 4,126                           |   |  | 3,407                          |   |  | 4,126  |   |  | 3,407  |  
|                                              |  |                                 |   |  |                                |   |  |        |   |  |        |  

---

|(1) | Includes approximately 41,500 square feet of residential units at September 30, 2003, which have been completed and sold; excludes approximately 280,000 square feet
of commercial space on which construction was started but stopped during 2001.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PredevelopmentPredevelopment costs from our operating and investing activities relate to amounts incurred for our development projects. During the nine months ended September 30, 2004, the amounts were
primarily associated with projects at Mission Bay in San Francisco, California; Pacific Commons in Fremont, California; and Tracy, California. During the nine months ended September 30, 2003, the amounts were primarily associated with projects at
Mission Bay in San Francisco, California; Robert Mueller Airport in Austin, Texas; Los Angeles Air Force Base in Los Angeles, California; Pacific Commons in Fremont, California; Los Angeles Union Station in Los Angeles, California; Santa Fe Depot in
San Diego, California; and Alameda, California. The decrease was due to less activities during the predevelopment stage in 2004.



Infrastructure and otherInfrastructure and other costs from our operating and investing activities relate to our development projects. During
the nine months ended September 30, 2004, the costs were primarily associated with projects at Pacific Commons in Fremont, California; Alameda, California; Mission Bay in San Francisco, California; Los Angeles Union Station in Los Angeles,
California; West Bluffs in Playa Del Rey, California; Robert Mueller Airport in Austin, Texas; Santa Fe Depot in San Diego, California; Carteret, New Jersey; Fontana, California; and Hercules, California. During the nine months ended September 30,
2003, the costs were primarily associated with projects in Hercules, California; Alameda, California; Fontana, California; West Bluffs in Playa Del Rey, California; Santa Fe Depot in San Diego, California; and Rancho Cucamonga, California. We
attribute the increase in infrastructure and other costs in 2004 to the greater number of projects in the infrastructure stage compared to the same period in 2003.



Operating activity property acquisitionsFor the nine months ended September 30, 2004, we invested approximately
$1.7 million for the acquisitions of 7.0 acres of land in Glenview, Illinois and 1.0 acre of land in Alameda, California. The acquisition of land in Glenview, Illinois was then sold in the same period for a gain of $1.3 million. For the nine months
ended September 30, 2003, we did not acquire any operating properties.



Investing activity property acquisitions For the nine months ended September 30, 2004, we invested approximately $27.6 million in investment property acquisitions: $25.6 million was for the acquisition of commercial land that
added approximately 4.7 million square feet of potential development, $1.2 million was for an acquisition of approximately 40,000 square feet of retail space, and $0.8 million of costs associated with potential future acquisitions. For the nine
months ended September 30, 2003, we invested approximately $94.2 million in investment property acquisitions: $33.5 million for the acquisitions of commercial land that added 10.2 million square feet of potential development and $60.7 million for
the acquisition of a 10% minority interest in a consolidated subsidiary.



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Cash Flows from Financing Activities



Net cash used in financing activities reflected in the statement of cash
flows for the nine months ended September 30, 2004 and 2003, was $96.3 million and $12.3 million, respectively. The increase of $84.0 million in net cash used was attributed to the following: (1) $83.2 million due to dividend distributions as a
result of our REIT conversion and (2) $50.1 million due to lower proceeds from the issuance of common stock primarily attributable to the exercise of stock options partially offset by (3) $44.8 million due to higher net borrowings and (4) $4.5
million due to lower distributions made to minority partners during the nine months ended September 30, 2004 as we acquired the 10% minority interest in a consolidated subsidiary in 2003.



Reimbursable Predevelopment and Infrastructure Costs



For the nine months ended September 30, 2004, we received approximately $2.8 million in reimbursements of predevelopment and
infrastructure costs incurred on the behalf of various districts, pursuant to various bonds issued, and other third parties. As of September 30, 2004, of the total $191.2 million of reimbursable costs incurred, approximately $137.0 million had been
reimbursed, of which, approximately $121.9 million was from bonds and approximately $15.1 million was from third parties, and the remaining balance of $54.2 million was recorded as Other Assets in the accompanying Condensed Consolidated Balance
Sheet.



REIT-related Distribution and Quarterly Dividends



On December 3, 2003, our Board of Directors declared a regular cash dividend
for the quarter ending December 31, 2003, of $0.27 per share of common stock that was paid on January 15, 2004, to stockholders of record at the close of business on December 29, 2003.



On February 11, 2004, our Board of Directors declared a regular cash dividend for the quarter ending March 31, 2004, of
$0.27 per share of common stock that was paid on April 15, 2004, to stockholders of record at the close of business on March 29, 2004.



On May 5, 2004, our Board of Directors declared a regular cash dividend for the quarter ending June 30, 2004, of $0.27 per share of common stock that was
paid on July 15, 2004, to stockholders of record at the close of business on June 28, 2004.



On September 9, 2004, our Board of Directors declared a regular cash dividend for the quarter ending September 30, 2004, of $0.27 per share of common stock that was paid on October 15, 2004, to stockholders of record
at the close of business on September 27, 2004.



Based on the
projected sales activities in the TRS and related taxable distributions from the TRS to the REIT, we currently expect to declare a one-time special dividend in addition to our regular dividend in the fourth quarter of 2004. However, the ultimate
timing and results of the projected sales activities could deviate from our projections, which may affect the timing and amount of the expected one-time special dividend.



Cash Balances, Available Borrowings, and Capital Resources



As of September 30, 2004, we had total cash of $36.5 million, of which $12.6 million is restricted cash. In addition to the
$36.5 million cash balance, we had $153.7 million in borrowing capacity under our revolving credit facility, available upon satisfaction of certain conditions.



Our short-term and long-term liquidity and capital resources requirements will be provided primarily from five sources: (1) cash on hand, (2) ongoing
income from our rental portfolio, (3) proceeds from sales of developed properties, land and non-strategic assets, (4) a revolving line of credit with a total capacity of $200 million, and (5) additional debt. As noted above, our existing revolving
credit facility is available for meeting certain short-term liquidity requirements. Our ability to meet our mid- and long-term capital requirements is, in part, dependent upon the ability to obtain additional financing for new construction,
completed buildings, acquisitions, and currently unencumbered properties. There is no assurance that we can obtain this financing or obtain this financing on favorable terms.



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##### Table of Contents

Debt covenantsOur new $200 million revolving credit agreement and two other credit
agreements totaling $90.5 million have corporate financial covenants including a minimum fixed charge coverage ratio of 1.30 to 1, a maximum leverage ratio of 0.65 to 1, a maximum secured indebtedness ratio of 0.50 to 1, and a minimum tangible net
worth of $452.8 million, all terms as defined in those agreements. As of or for the period ending September 30, 2004 the actual results were 1.87 to 1; 0.57 to 1; 0.39 to 1; and $737.8 million, respectively. Outstanding borrowings under the
revolving credit facility are subject to a borrowing base consisting of various categories of assets. At September 30, 2004, we had unused availability of $153.7 million under the line. Our 50% guarantee of one of our joint ventures
construction loans of $165 million contains corporate financial covenants including a minimum debt service coverage ratio of 1.60 to 1, a maximum leverage ratio of 65%, and a minimum tangible net worth of $452.8 million (subject to adjustment for
stock buybacks), with different definitions than the other agreements. As of or for the period ending September 30, 2004, the actual results, were 2.13 to 1; 55.6%; and $737.8 million, respectively. Our performance against these covenants is
measured on a quarterly basis, with fixed charge and debt service coverage ratios being measured on a four-quarter trailing basis. In the event we were to breach any of these covenants and were unable to negotiate satisfactory waivers or amendments,
our lenders in these credit facilities could declare amounts outstanding due and payable.



Bonds



Assessment District BondsThese bonds were issued through local municipalities to fund the construction of public infrastructure and improvements, which benefit our properties. Debt service on these bonds is collateralized by
tax revenues, properties, or by letters of credit (see Note 8 of the accompanying Condensed Consolidated Financial Statements). These bonds are recorded and presented as part of Mortgage and other debt in the accompanying
Condensed Consolidated Balance Sheet at September 30, 2004 (see Note 5 of the accompanying Condensed Consolidated Financial Statements). Certain infrastructure costs incurred are reimbursable from these bonds. As of September 30, 2004, we
have essentially been reimbursed all of the infrastructure costs incurred thus far.



The following table presents a summary of assessment district bonds that are included in the accompanying Condensed Consolidated Balance Sheet at September 30, 2004 (in thousands except percentages):



|                     |  |        |        |              |          |   |              |   |                |  |   |       
|-------------------- |  | ------ | ------ | ------------ | -------- | - | ------------ | - | -------------- |  | - | ------
|                     |  | Amount |        | InterestRate |          |   | CostIncurred |   | CostReimbursed
|Development Projects |  |        |        |              |          |   |              |   |                |  |   |       
|Stapleton            |  | $      | 23,070 |              | 1.79     | % |              | $ | 18,158         |  | $ | 18,137
|Kaiser               |  |        | 11,995 |              | 5.83     | % |              |   | 19,140         |  |   | 19,140
|Westminster          |  |        | 9,140  |              | 1.79     | % |              |   | 4,379          |  |   | 4,379 
|Rancho Cucamonga     |  |        | 6,548  |              | 6.14     | % |              |   | 5,222          |  |   | 5,222 
|                     |  |        |        |              |          |   |              |   |                |  |   |       
|Subtotal             |  |        | 50,753 |              |          |   |              |   | 46,899         |  |   | 46,878
|                     |  |        |        |              |          |   |              |   |                |  |   |       
|Operating properties |  |        |        |              |          |   |              |   |                |  |   |       
|City of Industry     |  |        | 4,766  |              | 7.87     | % |              |   |               |  |   |      
|Emeryville           |  |        | 4,561  |              | 7.29     | % |              |   |               |  |   |      
|Various others       |  |        | 3,584  |              | 4.00-8.7 | % |              |   |               |  |   |      
|                     |  |        |        |              |          |   |              |   |                |  |   |       
|Subtotal             |  |        | 12,911 |              |          |   |              |   |               |  |   |      
|                     |  |        |        |              |          |   |              |   |                |  |   |       
|Total                |  | $      | 63,664 |              |          |   |              | $ | 46,899         |  | $ | 46,878
|                     |  |        |        |              |          |   |              |   |                |  |   |       



Community Facility
District BondsThese bonds were issued to finance public infrastructure improvements at Mission Bay in San Francisco and Pacific Commons in Fremont, California and were not required to be recorded in our accompanying Condensed Consolidated
Balance Sheet. These bonds have a series of maturities up to thirty years. For the bonds issued at Mission Bay, we provided letters of credit totaling $40.5 million in support of the floating rate bonds. Upon completion of the infrastructure
improvements at Mission Bay and Pacific Commons, for which $133.3 million and $30.0 million bonds were issued, respectively, the improvements will be transferred to the respective cities. Of the total cumulative cost incurred that is reimbursable
through these bonds, approximately $74.9 million has been reimbursed as of September 30, 2004, with approximately $1.8 million received during the nine months ended September 30, 2004. The remaining balance of $54.2 million is presented in
Other Assets in the accompanying Condensed Consolidated Balance Sheet at September 30, 2004. Of the $54.2 million, $16.9 million has been applied for reimbursements as the facility components are completed, inspected, and approved by the
respective cities. Additional bonds are expected to be issued.



The following table presents a summary of community facility district bonds that are not included in the accompanying Condensed Consolidated Balance Sheet at September 30, 2004 (in thousands except percentages):



|                |  |              |         |              |           |  
|--------------- |  | ------------ | ------- | ------------ | --------- | -
|                |  | AmountIssued |         | InterestRate |          
|Projects        |  |              |         |              |           |  
|Mission Bay     |  | $            | 133,330 |              | 1.69-6.28 | %
|Pacific Commons |  |              | 30,000  |              | 6.20      | %
|                |  |              |         |              |           |  
|Total           |  | $            | 163,330 |              |           |  
|                |  |              |         |              |           |  



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Tax Audit



In 2002, the State of California Franchise Tax Board (FTB) began auditing two of our joint ventures and, in 2003, began auditing
Catellus tax returns for the years 1999 and 2000. In 2004, the FTB also began auditing a mortgage REIT subsidiary of Catellus. The audits are in process, and no audit adjustments have been formally proposed. However, the FTB has informally
advised us that a proposed adjustment with respect to one of our joint ventures will be forthcoming.



The Internal Revenue Service (IRS) is currently auditing the 1999 through 2002 income tax returns of Catellus and a mortgage REIT subsidiary
of Catellus as well as the 1999 income tax return of one of our joint ventures. The audits are in process, and no audit adjustments have yet been proposed.



At this time, we do not know whether any audit will ultimately result in adjustments to the income tax returns that would require us to pay additional
taxes, interest and/or penalties. If required, any such adjustments could adversely impact our liquidity, statement of operations and/or balance sheet.



Related Party Transactions



The entities below are considered related parties because the listed transactions are with entities in which we have an ownership interest. There are no
affiliated persons involved with these entities.



In 2001, we
entered into a 99-year ground lease with one of our unconsolidated joint ventures, Third and King Investors, LLC, and we received and recognized $1.3 million and $0.9 million in rental income and reimbursements from this ground lease for the three
months ended September 30, 2004 and 2003, respectively, and $3.8 million and $2.7 million for the nine months ended September 30, 2004 and 2003, respectively. At September 30, 2004, we had $1.3 million of deferred rent payments previously received,
which will be recognized together with annual rents over the life of the lease. We have also agreed with the joint venture to fund, on a pro-rata basis, the balance of equity capital required and certain excess costs, if actual development costs
exceed the approved development budget as set forth in the joint venture agreement. As of September 30, 2004, we had contributed $24.9 million of the $25 million to be funded from us. Subsequent to September 2004, we signed a contract to sell the
asset, and therefore we do not expect to fund any significant amount in excess of the $25 million. As of September 30, 2004, we had capitalized approximately $0.7 million of interest for the joint ventures development project. During the
quarter ended September 30, 2004, we recorded a write-down of $1.0 million on the net realizable value of our investment in the joint venture.



We also provide development and management services and loan guarantees to several of our unconsolidated joint venture investments. Fees recognized were
$0.1 million and $2.8 million for the three months ended September 30, 2004 and 2003, respectively and $1.3 million and $6.1 million for the nine months ended September 30, 2004 and 2003, respectively. The decrease in 2004, was primarily due to a
decrease in management service fees from Traer Creek, Serrano Associates, LLC, and Talega Village, LLC and development fees from Third and King Investors, LLC offset by development fees from SAMS Venture, LLC recognized during the third quarter of
2004. At September 30, 2004, we have deferred fees from Third and King Investors, LLC, Serrano Associates, LLC, and Bergstrom Partners, L.P. of $2.2 million that will be recognized as completed projects are sold or the venture is sold or liquidated.
In September 2003, we sold our investment interest in Traer Creek, LLC for a gain of $5.4 million, which was deferred until 2004, upon the receipt of the full payment.



We have a $4.5 million note receivable from an unconsolidated joint venture, East Baybridge Partners, LP, for project costs
plus accrued interest at 9.0%. This note is collateralized by property owned by the joint venture and matures in October 2028. We also have entered into various lease agreements with this unconsolidated joint venture. As lessee, we incurred rent
expense of $33,000 for each of the three-month periods ended September 30, 2004 and 2003 and $101,000 for each of the nine-month periods ended September 30, 2004 and 2003; this lease will expire in November 2011. As lessor, we also entered into a
ground lease, which will expire in August 2054, with this unconsolidated joint venture. We recognized rental income of $0.1 million for each of the three-month periods ended September 30, 2004 and 2003 and $0.3 million for each of the nine-month
periods ended September 30, 2004 and 2003. As of September 30, 2004, we recorded a $2.5 million receivable and a $1.0 million reserve associated with this lease. The joint ventures current projection reflects approximately $0.3 million
available funds, per year, from its operations to pay down our receivables.



In January 2004, we sold our 45% investment interest in Colorado International Center, an unconsolidated joint venture, for our capital investment balance of $0.3 million to an entity whose principal was our former
employee.



In June 2004, we sold a small parcel of land to SAMS
Venture, LLC for $0.7 million for a $0.1 million gain of which 50% was deferred.



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New Accounting Standards



In December 2003, the FASB issued Interpretation No. 46-R, Consolidation of Variable Interest Entities  an interpretation of ARB No.
51 (FIN 46-R). FIN 46-R requires that any entity meeting certain rules relating to a companys level of economic risks and rewards be consolidated as a variable interest entity. The statement is applicable to all variable
interest entities created or acquired after January 31, 2003, and the first interim or annual reporting period beginning after December 15, 2003, for variable interest entities in which we hold a variable interest that was acquired before February
1, 2003. We have adopted FIN 46-R as required. There is no significant effect on the financial position, results of operations or cash flows as a result of our initial adoption of this standard with regard to existing variable interest entities;
however, future newly formed entities could meet these requirements and will be recorded as appropriate.



At September 30, 2004, the Company holds significant variable interests in three variable interest entities that do not qualify for consolidation under
the provisions of FIN 46-R. The Companys significant variable interests are in the form of equity interests in three of its unconsolidated joint ventures:



 Bayport Alameda Associates, LLC was formed in May 2003 to redevelop land in Alameda, California into 485
residential lots for sale. No further cash contributions are required.



 Bergstrom Partners, L.P. was formed in January 2003 to redevelop and market 624 acres of land at a former missile test site in Travis County, Texas. We are required to contribute up to $1.0 million in total
contributions should there be insufficient funds to meet its current or projected financial requirements.



 SAMS Venture, LLC was formed in January 2003 to initially develop a new 545,000 square foot office park for the Los Angeles Air Force Base, convey that property to the United States Air
Force in exchange for three parcels of land totaling 56 acres and other consideration, and finally either sell or develop for sale the three parcels. Our exposure will increase should this joint venture require additional contributions from its
partners.



Our maximum exposure in the current financial
statements as a result of our involvement with these variable interest entities is $2.2 million as of September 30, 2004.



Environmental Matters



Many of our properties and our subsidiaries properties are in urban and industrial areas and may have been leased to or previously owned by
commercial and industrial companies that discharged hazardous materials. We and our subsidiaries incur ongoing environmental remediation and disposal costs and legal costs relating to clean up, defense of litigation, and the pursuit of responsible
third parties. Costs incurred by the consolidated group in connection with operating properties and with properties previously sold are expensed. Costs incurred for properties to be sold by us or our subsidiaries are capitalized and will be charged
to cost of sales when the properties are sold (see Note 8 of the accompanying Condensed Consolidated Financial Statements for further discussion).



In recent years, certain of our subsidiaries have acquired properties with known environmental problems for cleanup and redevelopment, and we expect that
we may continue to form subsidiaries to acquire such properties (or that existing subsidiaries will acquire such properties) when the potential benefits of development warrant. When our subsidiaries acquire such properties, they undertake due
diligence to determine the nature of the environmental problems and the likely cost of remediation, and they manage the risk with undertakings from third parties, including the sellers and their affiliates, remediation contractors, third party
sureties, or insurers. The costs associated with environmental remediation are included in the costs estimates for properties to be developed.



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Forward-Looking Information and Risk Factors



This report may contain or incorporate statements that constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or
achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements.



In some cases you can identify forward-looking statements by terms such as anticipate, project, may,
intend, might, will, could, would, expect, believe, estimate, potential, by the negative of these terms, and by similar expressions. These
forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties, many of which are beyond our ability to control or predict. You should not put undue reliance on
any forward-looking statements. These forward-looking statements present our estimates and assumptions only as of the date of this report.



Important factors that could cause actual results to differ materially and adversely from those expressed or implied by the forward-looking statements
include:



| |  | those identified in our annual report on Form 10-K for the fiscal year ended December 31, 2003 under the following headings: Risks Related to Real Estate Investments; Other Risks
Affecting Our Business and Operations; and Federal Income Tax Risks Relating to REIT Qualification;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | non-renewal of leases by tenants or renewal at lower than expected rent;
| | - | ------------------------------------------------------------------------



| |  | difficulties in identifying properties to acquire and in effecting acquisitions on advantageous terms and the failure of acquisitions to perform as we expect;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | risks and uncertainties affecting property development and renovation (including construction delays, cost overruns, our inability to obtain necessary permits and financing);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | losses in excess of our insurance coverage;
| | - | -------------------------------------------



| |  | our failure to divest of properties on advantageous terms or to timely reinvest proceeds from any such divestitures;
| | - | --------------------------------------------------------------------------------------------------------------------



| |  | environmental uncertainties;
| | - | ----------------------------



| |  | our failure to qualify and maintain our status as a real estate investment trust under the Internal Revenue Code;
| | - | -----------------------------------------------------------------------------------------------------------------



| |  | general industry, economic and business conditions (which will, among other things, affect availability and creditworthiness of current and prospective tenants, tenant bankruptcies,
lease rates and terms, availability and cost of financing, interest rate fluctuations and operating expenses);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | adverse changes in the real estate markets, including, among other things, competition with other companies and risks of real estate development, acquisitions and dispositions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | governmental actions and initiatives (including legislative and regulatory changes);
| | - | ------------------------------------------------------------------------------------



| |  | other risks inherent in the real estate business; and
| | - | -----------------------------------------------------



| |  | acts of war, other geopolitical events, and terrorist activities that could adversely affect any of the above factors.
| | - | ----------------------------------------------------------------------------------------------------------------------



The above list of factors that may affect future performance and the accuracy
of forward-looking statements is illustrative but by no means exhaustive. Therefore, all forward-looking statements should be evaluated with the understanding of their inherent risk and uncertainty. Except for our ongoing obligation to disclose
material information as required by federal securities laws, we do not intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this report.



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Item 3. Quantitative and Qualitative Disclosures about Market Risk



Our primary market risk exposure is interest rate risk as our financial instruments are not subject to foreign exchange rate risk or commodity price risk.
We continuously and actively monitor and manage interest costs on our debt and may enter into interest rate-protection contracts based on changing market conditions. At September 30, 2004, we did not have any interest rate protection contracts
outstanding.



As of September 30, 2004, approximately 82.7% of
our debt bears interest at fixed rates and has a weighted average maturity of 5.9 years and a weighted average coupon rate of 6.68%. The interest rate risk for fixed rate debt does not have a significant impact on the Company until such debt matures
and may need to be refinanced. Our variable rates debt has a weighted average maturity of 3.5 years and a weighted average coupon rate of 3.38%. To the extent that we incur additional variable rate indebtedness, we increase our exposure to increases
in interest rates. If coupon interest rate increased 100 basis points (1%), the annual effect would be an increase in interest expense and capitalized interest cost, which would have an impact on our cash position of approximately $2.1 million,
based on the outstanding balance of our floating rate debt net of cash investments and restricted cash at September 30, 2004. We believe that moderate increases in interest expense as a result of inflation will not materially affect our financial
position, results of operations, or cash flow.



As of September
30, 2004, approximately $40.9 million of our $86.3 million of notes receivable carry interest at variable rates. If interest rates on these variable notes change 100 basis points (1%), the annual effect will be a change in our interest income of
approximately $0.4 million. We believe that the moderate change in interest income will not materially affect our financial position, results of operation, or cash flow.



Item 4. Controls and Procedures



The Companys principal executive officer and principal financial officer have evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) and have concluded that the Companys disclosure controls and procedures are effective as of September 30, 2004. No changes in the Companys internal control over financial reporting occurred during the quarter ended
September 30, 2004 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



PART II OTHER INFORMATION



Item 1. Legal Proceedings



The
Company is subject to lawsuits, certain governmental proceedings (including environmental actions), and various environmental remediation orders of local governmental agencies, in each case arising in the ordinary course of business. Although the
outcome of these lawsuits or other proceedings against the Company and the cost of compliance with any governmental order cannot be predicted with certainty, management does not expect any of these matters to have a material adverse effect on our
business, future results of operation, financial condition, or liquidity.



Although the Company is a party to routine proceedings incidental to its business, the Company is not a party to, nor is its property the subject of, any material pending legal proceeding, except as provided below.



On March 12, 2002, the Department of Toxics and Substance
Control of the State of California (DTSC) notified the Company of an investigation of the Company, its general contractors, and subcontractors working for such general contractors, concerning the Mission Bay project. The investigation,
which is ongoing, focuses on whether individuals and companies hauling soil within and from Mission Bay satisfied certain hazardous waste license/certification hauling requirements. The DTSC issued notices of violation, without fines or penalties,
to the Company and one subcontractor on May 23, 2002, citing the subcontractors failure to qualify as a registered hazardous waste hauler. The Company is cooperating fully with the investigation. The Company does not anticipate that this
investigation or any proceeding that may result from this investigation will have a material adverse impact on the Mission Bay project.



The Company owns approximately 47 acres located in the WestchesterPlaya Del Rey area of Los Angeles, California adjacent to the Pacific Ocean and
Ballona Wetlands (West Bluffs), which have an entitlement for the development of 114 single family homes but are subject to certain legal actions. On October 6, 2000, a lawsuit (the Coastal Act Lawsuit) was filed by the
Sierra Club et al. against the California Coastal Commission and the Company as a real party in interest in the San Francisco Superior Court challenging approvals issued by the California Coastal Commission for the development of the project. This
suit was subsequently consolidated with an additional suit filed on February 9, 2001.



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On December 13, 2000, the trial court denied petitioners request for a preliminary injunction in
the Coastal Act Lawsuit. On January 11, 2001, petitioners appealed the trial courts ruling, which resulted in the First District Court of Appeal (First District) enjoining any construction activity in the portion of the project
within the coastal zone. This stay was dissolved on October 10, 2001, when the case was remanded to the trial court. On June 7, 2002, the trial court ruled in favor of the Company on the merits, denying the petitioners request for writ of
mandate and for injunction. The petitioners subsequently filed a motion to stay construction in the coastal zone pending petitioners filing of an appeal of the trial courts decision, which motion was granted on August 13, 2002. The
petitioners then filed an appeal to the First District and sought and obtained a stay from that court pending resolution of the appeal. The appeal was fully briefed and a hearing was held on March 26, 2003. The First District issued its opinion
affirming in full the San Francisco Superior Court finding in favor of the Company and dissolving the stay on April 11, 2003. Furthermore, on May 9, 2003, the First District denied the petitioners petition for rehearing. The petitioners filed
a petition for review in the California Supreme Court on May 22, 2003. On July 23, 2003 the Supreme Court granted review, but on August 18, 2003, it denied petitioners request for a stay to prevent development of the project site. The case has
been fully briefed, but a hearing date has not yet been set.



On March 26, 1999, the Coalition for Concerned Communities, Inc. et al. (the Coalition) filed a lawsuit (CEQA Lawsuit) against the Company and The City of Los Angeles in the Los Angeles Superior Court alleging land
use and California Environmental Quality Act violations with respect to the West Bluffs project approvals. On January 18, 2001, the Los Angeles Superior Court denied the Coalitions petition and found in favor of the Company. On March 23, 2001,
the Coalition filed a notice of appeal in the Second District Court of Appeal (Second District). On July 15, 2002, the Coalition filed a motion in the Second District to stop the development of the West Bluffs project until the final
decision on the appeal, which motion was denied by the court on July 30, 2002. The Second District held a hearing on the merits on September 17, 2002 and submitted the matter. On March 17, 2003, the Second District vacated the submission and
postponed rendering its decision. On May 19, 2003, the Coalition filed another motion in the Second District to stop the development of the West Bluffs project. On May 28, 2003, the Second District denied the Coalitions motion. The Second
District denied a subsequent stay request on August 19, 2003. On September 8, 2003, the Second District affirmed the trials courts decision in favor of the Company. On October 20, 2003, the Coalition filed a petition for review in the
California Supreme Court, which granted review on December 17, 2003. The review is limited to the issue of whether the Mello Roos Act affordable housing requirements apply to the West Bluffs project. The Supreme Court held a hearing on October 6,
2004, and its ruling is pending.



On July 16, 2003, three
residents who live near the West Bluffs site filed a lawsuit in the Los Angeles Superior Court against the Company based upon a public easement theory. On August 26, 2003, the court denied plaintiffs motion for a preliminary injunction to stay
development of the project. Subsequently, one of the plaintiffs dismissed his claims. On May 17, 2004, the Companys motion for summary judgment as to the remaining plaintiffs was granted, and judgment was entered in favor of the Company on all
counts. A motion relating to the determination of recoverable costs is pending in the Superior Court, and in July 2004, the Company and the remaining plaintiffs agreed to postpone the hearing on the motion until August 27, 2004. In the interim, the
Company and the remaining plaintiffs reached an agreement, whereby the plaintiffs agreed to waive any right to appeal in this matter in exchange for the Company waiving its costs and making a payment of a certain sum. The payment has been made, and
this matter has been fully and finally resolved.



The
litigation process delayed the previously planned start of infrastructure construction. However, because the First District dissolved the stay in the Coastal Act Lawsuit that prevented construction activity, the Companys infrastructure
construction on the West Bluffs site commenced in May 2003. Further, because no other legal impediments currently exist, such infrastructure construction is progressing, and the process of preparing the site for home construction is nearing
completion. Although the Company intends to proceed with the work needed to complete the West Bluffs project, there can be no assurance that further litigation proceedings with respect to the West Bluffs project will not result in additional delays.
The Company is unable to predict the length of any such delay at this time. The Company does not believe that the litigation process will permanently prevent the Company from completing the West Bluffs project; however, there can be no assurance in
that regard.



Also see Note 8, Commitments and
Contingencies, of the accompanying Condensed Consolidated Financial Statements.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



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Item 4. Submission of Matters to a Vote of Security Holders



None.



Item 5. Other Information



None.



Item 6. Exhibits and Reports on Form 8-K



(a) Exhibits:



See
Exhibit Index.



(b) Reports on Form 8-K



On July 30, 2004, the Company filed a current report on Form 8-K to report
that it had issued a press release announcing its earnings for the quarter ended June 30, 2004, and to furnish a copy of the press release, as well as certain supplementary and other financial information.



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SIGNATURES



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



|                       |  |                                  |  |                                                                                                  
|---------------------- |  | -------------------------------- |  | -------------------------------------------------------------------------------------------------
|                       |  | CATELLUS DEVELOPMENT CORPORATION
|                       |  |                                 
|Date: November 8, 2004 |  | By:                              |  | /s/ C. WILLIAM HOSLER                                                                            
|                       |  |                                  |  | C. William Hosler Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|                       |  |                                 
|Date: November 8, 2004 |  | By:                              |  | /s/ Edward F. Sham                                                                               
|                       |  |                                  |  | Edward F. Sham Vice President and Controller (Principal Accounting Officer)                      



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.
|10.1        |  | Illustrative form of First Amendment to Deed of Trust [Mortgage], Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (Deed of Trust) and to Assignment
of Leases and Rents (Assignment), dated on or about September 22, 2004, by and among Catellus Operating Limited Partnership (COLP), as successor by merger to the predecessor Catellus Development Corporation, which was the
original borrower (Old Catellus), the Company, as pledgor, and Commonwealth Land Title Company, as trustee, for the benefit of Teachers Insurance and Annuity Association of America (TIAA), as lender. Five such First
Amendments were executed to modify certain existing loans originally made by TIAA to Old Catellus, which were assumed by COLP. The modifications include TIAAs consent to the transfer of certain properties by COLP to the Company, as well as the
Companys acknowledgment that such properties remain subject to the Deeds of Trust and the Assignments.
|            | 
|10.2        |  | Consent letter agreement between COLP and TIAA, dated September 21, 2004, pursuant to which Deeds of Trust securing all existing loans originally made by TIAA to Old Catellus, which were
assumed by COLP, were modified to allow the transfer of COLP partnership interests, subject to certain terms and conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|31.1        |  | Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|31.2        |  | Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|32.1        |  | Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|32.2        |  | Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



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