**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K**

 

| ý                                                |   | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15 (d)  OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|-------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------|
|                                                  |   |                                                                                                 |
| **For the Fiscal Year Ended December 31,  2003** |
|                                                  |   |                                                                                                 |
| **or**                                                |
|                                                  |   |                                                                                                 |
| **o**                                                 |   | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d)  OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                  |   |                                                                                                 |
| **Commission File No 001-11543**                      |
|                                                       |        |                                                                                                      |  |

 

(Exact name of registrant as specified in itscharter)

 

| **Maryland**                                                    |   | **52-0735512**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |                                  |
| **10275 Little Patuxent Parkway  Columbia, Maryland**           |   | **21044-3456**                        |
| (Address of principal executive  offices)                       |   | (Zip Code)                            |

 

Registrant’s telephone number, including areacode:  **(410) 992-6000**

 

Securities registered pursuant toSection 12(b) of the Act:

 
| **Title of each class**                                   |   | **Name of each exchange  on which registered** |
|-----------------------------------------------------------|--------|------------------------------------------------|
| Common Stock (par value 1¢ per share)                |   | New York Stock Exchange                        |
| 91⁄4% Cumulative Quarterly Income Preferred Securities |   | New York Stock Exchange                        |

 

Securities registered pursuant to Section 12(g) of the Act:

**NONE**

 

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

Yes   ý    No  o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.  o

 

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

 

As of June 30, 2003, the aggregate market value of the voting andnon-voting common equity held by nonaffiliates of the registrant (based on theclosing price as reported in The Wall Street Journal, Eastern Edition)was approximately $3,335,044,409.  

 

As of March 1, 2004, there were outstanding 102,387,191 shares ofthe registrant’s common stock, par value 1¢, which is the only class of commonstock of the registrant.

 

Documents Incorporated by Reference

 

The specified portions of the Annual Report to Shareholders for thefiscal year ended December 31, 2003 are incorporated by reference intoParts I, II and IV. A Definitive Proxy Statement to be filed pursuant toRegulation 14A on or before April 29, 2004 is incorporated by referenceinto Part III.

 

 

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Part I

 

Item 1.   Business.

 

Item 1 (a).  General Developmentof Business.

 

The Rouse Company (“we,” “Rouse” or “us”) wasincorporated as a business corporation under the laws of the State of Marylandin 1956.  Our principal offices arelocated at The Rouse Company Building, 10275 Little Patuxent Parkway, Columbia,Maryland 21044.  Our telephone number is(410) 992-6000.  Our website can befound on the Internet at www.therousecompany.com.

 

We are one of the largest publicly traded real estatecompanies in the United States. We have been publicly traded since 1957 andbegan operating as a real estate investment trust, or REIT, on January 1,1998. We engage in our real estate business through subsidiaries andaffiliates. Our primary business is the acquisition, development and managementof retail centers, office buildings, mixed-use projects and other commercialproperties across the United States. We are also the developer ofmaster-planned communities in Columbia, Maryland, Summerlin, Nevada and smallercommunities in Howard and Prince George’s counties, Maryland. We recentlycommenced community development activity in the suburbs of Houston, Texas.

 

We elected to be taxed as a real estate investmenttrust (REIT) pursuant to the Internal Revenue Code of 1986, as amended,effective January 1, 1998.  Ingeneral, a corporation that distributes at least 90% of its REIT taxable incometo shareholders in any taxable year and complies with certain otherrequirements (relating primarily to the nature of its assets and the sources ofits revenues) is not subject to Federal income taxation to the extent of theincome which it distributes.  We believethat we met the qualifications for REIT status as of December 31, 2003 andintend to meet the qualifications in the future and to distribute at least 90%of our REIT taxable income (determined after taking into account any netoperating loss deduction) to shareholders in 2004 and subsequent years.  In 2001, we elected to treat certainsubsidiaries as Taxable REIT Subsidiaries (TRS), which are subject to Federaland state income taxes.  We conduct ourcommunity development activities in TRS. Income tax expense is likely to increase in future years as we expandour community development activities in Summerlin.  Significant operating expenses at Summerlin related to theContingent Stock Agreement are not deductible for Federal income taxpurposes.  Accordingly, we also expect oureffective tax rate relating to community development activities toincrease.  

 

In 2001, we formed The Rouse Company LP, which werefer to as the “operating partnership.” One of our wholly owned subsidiariesis the sole general partner and another wholly owned subsidiary is the solelimited partner of the operating partnership. We have transferred a substantialnumber of our operating properties to the operating partnership but continue tohold various assets outside the operating partnership, including thoseproperties held in our taxable REIT subsidiaries. This operating partnershipstructure, which we refer to as an “UPREIT structure,” is designed to allow usto acquire properties in exchange for limited partnership interests in theoperating partnership. Using the UPREIT structure, we could issue limitedpartnership interests of the operating partnership to persons transferringproperties to us who wish to defer taxes on the transfers, and who want toreceive a right to convert their limited partnership interests into our commonstock at a future date in a taxable transaction.  We have agreed with the lenders under some of our creditfacilities that, when and if the operating partnership issues limitedpartnership interests to unrelated parties in exchange for properties or wetransfer to the operating partnership all or substantially all of theproperties not held by the operating partnership, the operating partnershipwill become jointly and severally liable for all of our obligations under thosecredit facilities. Concurrently, we will cause the operating partnership tobecome jointly and severally liable for our obligations under all outstandingpublic debt issued by Rouse.

 

I-1

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Our strategies include improving the quality of ourretail portfolio, expanding and diversifying our community development businessand increasing the number of our operating properties unencumbered by mortgagedebt.  Actions we have taken or plan totake to implement these strategies include the following:

•      Acquiringor developing premier retail properties and dispose of properties asappropriate.  Since the early 1990’s, wehave upgraded the quality of our portfolio of retail properties by acquiringinterests in premier retail properties, expanding and improving our existingcenters and disposing of properties that were not consistent with our businessstrategies or not meeting our investment criteria.  We use an internal rating system based on sales volume,productivity, anchor performance, regional demographics, quality of tenancy andcompetitive position in the local market to evaluate each of our shoppingcenters.

•      Realigningour office and industrial portfolio by disposing interests in buildings notlocated in our master-planned communities of Columbia, Maryland and Summerlin,Nevada, or not part of class “A” urban mixed-use projects.

•      Acquiringstrategically located landholdings in and around major metropolitan areas inthe United States.  During 2003, wepurchased land for community development near Houston, Texas and an interest inThe Woodlands, also near Houston, Texas. We intend to use our experience and resources to develop and sellfinished lots or tracts including infrastructure and amenities within ourplanned communities, in addition to undeveloped property, to housingdevelopers.  We also intend to continueto sell finished and undeveloped lots to commercial developers and developcommercial property ourselves.  Inaddition, we have increased the profitability of our community developmentbusiness by increasing our participations with builders in their sales offinished homes to homebuyers.

•      Increasing the number of our operatingproperties unencumbered by mortgage debt. By doing so, we expect that we will be able to receive a higher seniorunsecured debt credit rating.  In thenear term, we intend to refinance a portion of the Company’s maturing secureddebt on an unsecured basis.  We alsointend to use proceeds from dispositions of assets to reduce our overallleverage.  In 2003, we repaid $215.4million of debt secured by our operating properties using proceeds from theissuance of unsecured notes.

•      Inearly 2004, we repaid $439.9 million of debt secured by our operatingproperties.

 

Developments in 2002, 2003 and 2004

 

In April 2002, we sold our interests in 12community retail centers in Columbia, Maryland for net proceeds of $111.1million.  In April 2002, we alsosold our interest in Franklin Park, a retail center in Toledo, Ohio, andreceived cash proceeds of $20.5 million.

 

In May 2002, we, Simon Property Group, Inc. (“Simon”)and Westfield America Trust (“Westfield”) announced (collectively, the“Purchasers”) acquired substantially all of the assets of Rodamco North AmericaN.V. (“Rodamco”) for an aggregate purchase price of approximately 2.48 billioneuros and the assumption of substantially all of Rodamco’s liabilities.  In connection with the acquisition,affiliates of the Purchasers entered into a Joint Purchase Agreement thatspecified the assets each would acquire and set forth the basis upon which theportion of the aggregate purchase price to be paid to Rodamco by each Purchaserwould be determined.  Our share of thepurchase price was approximately $815 million (based on exchange ratesthen in effect).  In addition, weassumed debt and other obligations aggregating approximately $673 million.

 

In October 2002, we contributed our ownershipinterest in Perimeter Mall to a joint venture in exchange for a 50% interest inthe venture and a distribution of $67.1 million.

 

I-2

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In November 2002, we acquired our partners’controlling financial interests in entities that own Ridgedale Center, aregional retail center in suburban Minneapolis, Minnesota, and SouthlandCenter, a regional retail center in suburban Detroit, Michigan, for anaggregate purchase price of $215.8 million (cash of $63.1 million andassumption of our partners’ share of debt of $152.7 million).  We owned 10% noncontrolling interests in theseentities prior to this transaction.

 

In December 2002, we sold our interest in TampaBay Center and our interest in a Summerlin community retail center for netproceeds of $22.8 million and $25.1 million, respectively.

 

In January and February 2002, we issued16.675 million shares of common stock for net proceeds of $456.3 million($27.40 per share less issuance costs). We used $279.3 million of the net proceeds to fund a portion of theacquisition costs of the assets from Rodamco. The remaining net proceeds were used primarily to repay property debtsecured by the Columbia community retail centers and to reduce credit facilityborrowings.

 

In September 2002, we issued $400 million of7.20% Notes due in 2012 for net proceeds of $396.9 million.  We used approximately $220.4 million of thenet proceeds to repay a portion of a bridge loan facility used to finance aportion of the purchase price of the Rodamco assets.  The remaining proceeds were used to reduce other corporate andproperty debt.

 

In April and May 2003, we sold six retail centersin the Philadelphia metropolitan area and, in a related transaction, acquiredChristiana Mall from a party related to the purchaser.  In connection with these transactions, wereceived net cash proceeds of $218.4 million, the purchaser assumed or repaid$276.6 million of property debt, and we assumed a participating mortgagesecured by Christiana Mall.  Wesubsequently conveyed a 50% interest to the holder of the participatingmortgage.

 

In May 2003, we acquired approximately 8,060 acres ofinvestment land and land held for development and sale in the Houston, Texasmetropolitan area.  InSeptember and December 2003 we acquired 727 acres of additionalcontiguous land.  The total cost of thisland was approximately $80 million.

 

In May and June 2003, we sold eight office andindustrial buildings in the Baltimore-Washington corridor for net proceeds of$46.6 million.

 

In August 2003, we acquired the remaininginterest in Staten Island Mall, a regional retail center in Staten Island, NewYork, for $148.3 million cash and assumption of the other venturer’s share(approximately $53 million) of debt encumbering the property.

 

In August 2003, we sold The Jacksonville Landing,a retail center in Jacksonville, Florida, for net proceeds of $4.8million.  We also sold three smallneighborhood retail properties in Columbia, Maryland in the third quarter of2003 for aggregate proceeds of $2.2 million.

 

In December 2003, we acquired a 50% interest inthe retail component and certain office components of Mizner Park, a mixed-useproperty in Boca Raton, Florida, for approximately $34 million.  In January 2004, we acquired a 50%interest in the remaining office components of Mizner Park for approximately$18 million.

 

I-3

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On December 31, 2003 we acquired, forapproximately $185 million, certain office buildings and a 52.5% economicinterest in entities (which we refer to as the “Woodlands Entities”) that ownThe Woodlands, a master-planned community in the Houston, Texas metropolitanarea, from Crescent Real Estate Equities Limited Partnership.  In connection with this acquisition, weagreed to dispose of Hughes Center, a master-planned business park in LasVegas, Nevada, comprising eight office buildings totaling approximately 1.1million square feet, nine ground leases and approximately 13 acres ofdevelopable land.  The sales of two ofthe office buildings and two of the ground leases closed in December 2003.  The remaining properties in Hughes Centerwere classified as held for sale at December 31, 2003.  In January andFebruary 2004, we disposed of most of the remaining assets in HughesCenter for approximately $172 million. We expect to dispose of the remaining assets in Hughes Center inApril 2004.

 

In November 2003, we issued $350 million of5.375% Notes due in 2013 for net proceeds of $347.7 million.  We used the proceeds to repay indebtedness.

 

In January 2004, we acquired our partners’interests in the joint venture that is developing Fairwood, increasing ourownership to 100%.

 

In February 2004, we issued 4.6 million shares ofcommon stock under our shelf registration statement for proceeds ofapproximately $222 million ($48.30 per share).

 

In February 2004, we agreed to purchase ProvidencePlace, a regional retail center in Providence, Rhode Island for $270 million incash and the assumption by us of approximately $240 million in mortgage debtand a payment in lieu of real estate taxes loan of approximately $47 million.  We expect this transaction to close inMarch 2004.

 

I-4

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Item 1(b).  Financial Information about IndustrySegments.

 

Information required by Item 1(b) is incorporatedherein by reference to note 9 of the notes to consolidated financial statementsincluded in the 2003 Annual Report to Shareholders.

 

As noted in Item 1(a), we are a real estate companyengaged, through our subsidiaries and affiliates, in several aspects of thereal estate industry, including the management, acquisition, disposition anddevelopment of income-producing and other properties (retail and commercial)and community development.  Thesebusiness segments are further described below.

 

Item 1(c). Narrative Description of Business.

 

Retail Centers:

 

At December 31, 2003, we owned, in whole or inpart, and operated:

 

•      32regional retail centers encompassing 36.9 million square feet, including 23.1million square feet leased to or owned by department stores;

•      5downtown specialty marketplaces with 1.0 million square feet of leasable space;

•      Retailcomponents of 6 mixed-use projects aggregating 1.1 million square feet ofleasable space;

•      4community retail centers in Baltimore, Maryland and Summerlin, Nevada with 0.8million square feet of leasable space.

 

The activities involved in operating and managingretail centers include:

 

•      identifyingand securing desirable department store and other anchor tenants;

•      identifyingand attracting desirable new tenants;

•      negotiatinglease terms with existing and prospective tenants;

•      conductinglocal market and consumer research;

•      developingand implementing short-term and long-term merchandising and leasing plans;

•      maintainingthe buildings and common areas; and

•      implementingappropriate security and safety programs.

 

Office and Other Properties:

 

At December 31, 2003, we owned and managed:

 

•      Officecomponents of 6 mixed-use projects with 2.2 million square feet of leasablespace;

•      28office and industrial buildings with 1.1 million square feet of leasable spaceand other properties in and around Las Vegas, Nevada (excluding Hughes Center);

•      17office and industrial buildings with 1.4 million square feet of leasable spacein Columbia, Maryland;

•      59office and industrial buildings with 4.3 million square feet of leasable spaceprimarily in the Baltimore-Washington corridor or adjacent to our retailcenters.

 

I-5

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The activities involved in operating and managingoffice and other properties include:

 

•      identifyingand attracting desirable new tenants;

•      negotiatinglease terms with existing and prospective tenants;

•      conductinglocal market research;

•      developingand implementing short-term and long-term leasing plans;

•      assistingtenants in the layout of their spaces;

•      maintainingthe buildings and common areas; and

•      implementingappropriate security and safety programs.

 

Commercial Development:

 

We renovate, expand and redevelop existing retailcenters and develop suburban and urban retail centers, mixed-use projects andoffice and industrial buildings primarily for ourselves or ventures in which wehave invested.  The activities involvedin these development activities include:

 

•      initialmarket and consumer research;

•      evaluatingand controlling land sites;

•      identifyingand obtaining department store and other anchor tenant commitments;

•      obtainingnecessary public approvals;

•      obtainingmunicipal agreements;

•      engagingarchitectural and engineering firms to design projects;

•      estimatingand managing development costs;

•      developingand testing pro forma operating statements;

•      selectinga general contractor;

•      arrangingconstruction and permanent financing;

•      negotiatinglease terms;

•      negotiatingpartnership and joint venture agreements; and

•      promotingnew, renovated and/or expanded retail centers, mixed-use projects and otherprojects.

 

We are redeveloping Fashion Show, in Las Vegas,Nevada.  The first phase of thisredevelopment opened in November 2002, and the second phase opened inOctober 2003.  We are also planningretail center expansions and are pursuing new retail center developments in SanAntonio, Texas, Dade County, Florida and Summerlin, Nevada.  In addition, we are developing new officeand industrial buildings in Summerlin.

 

Community Development:

 

We are the developer of the master-planned communitiesof Columbia, Maryland and Summerlin, Nevada. Columbia is located in the Baltimore-Washington corridor and encompassesapproximately 18,000 acres.  We ownapproximately 1,000 saleable acres of land in and around Columbia, includingthe adjacent communities of Emerson and Stone Lake.  Summerlin is located immediately north and west of Las Vegas andencompasses approximately 22,500 acres. We own approximately 6,600 saleable acres of land in Summerlin.  We develop and sell land in both communitiesto builders and other developers for residential, commercial and otheruses.  We may also develop some of thisland for our own purposes.

 

I-6

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In May 2003, we acquiredapproximately 8,060 acres of investment land and land held for development andsale in the Houston, Texas metropolitan area. In September 2003 andDecember 2003, we purchased additional parcels of 642 acres and 85 acres,respectively, of contiguous land. We expect to begin significant developmentactivities on this land in 2004 and to begin selling this land in 2005.

 

On December 31, 2003we acquired, for approximately $185 million, certain office buildings and a52.5% economic interest in The Woodlands, a master-planned community in theHouston, Texas metropolitan area, from Crescent Real Estate Equities LimitedPartnership.  Assets owned by theWoodlands Entities include approximately 5,500 acres of land, three golf coursecomplexes, a resort conference center, a hotel, interests in seven officebuildings and other assets.

 

As of December 31,2003, we were an investor in a joint venture that is developing Fairwood, a newcommunity in Prince George’s County, Maryland. In January 2004, we acquired our partners’ interests in this jointventure, subsequent to which our interest is 100%.  As of December 31, 2003, we also held for sale an 87 acreparcel of land in California. We sold this land in January 2004.

 

General

 

We face competition ineach of our operating lines of business, as well as in acquiring additionalreal estate assets. We believe that, in most cases, our direct competitors areother large, publicly-traded real estate companies, but we also compete withother real estate owners and investors. We also compete with them and otherowners of real estate in attracting joint venture partners to acquire, developor own operating properties.

 

Each of our retailcenters competes with other retail centers in their market areas to attracttenants.  The presence of thesecompetitive properties could have a material adverse effect on our ability tolease space and the rents we charge.  Webelieve that the attractiveness of a particular retail center to prospectivetenants and, therefore, the ability to demand higher rents and maintain highoccupancy levels depends largely on the historical and potential salesproductivity of the center.  We believethat potential sales productivity depends on numerous factors including thelocation of the property, its access to transportation routes, the type andquality of its anchor and other tenants, and the demographics of the residentsin its primary trade area.  We believethat many of our retail centers have strong positions in their trade areasbecause of their locations, the quality of their anchor and other tenant mixesand high sales productivity.  Each ofour retail centers is also affected by retailers using alternative formats tomarket and/or distribute their merchandise, including discount retailers, e-commerceretailers and catalog retailers.

 

Each of our office andother properties competes for tenants in the markets in which theyoperate.  We believe that the office andother properties we own in our master-planned communities are attractive inrelation to competing properties because they are concentrated in thecommercial centers of these communities. We believe the office components ofour major mixed-use properties are desirable to prospective tenants due totheir quality and downtown locations. There is significant competition for tenants among office propertiesbecause, among other things, the supply of office space is adequate to meettenant demand.  Given these conditions,we seek to concentrate our investments in office and other properties in ourmaster-planned communities.

 

I-7

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In our communitydevelopment business, we compete with other landholders in theBaltimore-Washington, Las Vegas and Houston markets.  Significant factors affecting our competition in this businessinclude:

 

•      thesize and scope of our master-planned communities;

•      therecreational and cultural amenities available within the communities;

•      thecommercial centers in the communities; and

•      the relationships of the developer withhomebuilders.

 

We believe our communitydevelopment projects offer significant advantages when viewed against thesecriteria.

 

We believe there will befew premier retail centers constructed in the United States in the nearfuture.  Accordingly, demand forexisting premier retail centers and for sites for development of new premierretail centers is high.  We competeprimarily with other large publicly-traded real estate companies to acquireexisting premier retail centers and development sites.

 

Neither our business, taken as a whole, nor any of ouroperating segments, is seasonal in nature.

 

Our business is subject to Federal, state and localstatutes and regulations relating to the protection of the environment.  Future development opportunities may requireadditional capital and other expenditures in order to comply with such statutesand regulations.  It is impossible atthis time to predict with any certainty the magnitude of any such expendituresor the long-range effect, if any, on our operations.  Compliance with such laws has had no material adverse effect onour operating results or competitive position in the past.  We do not anticipate that they will have amaterial adverse effect on our future operating results or competitive positionin the industry.

 

None of our operating segments depends upon a singlecustomer or a few customers, the loss of which would have a materially adverseeffect on the segment.  No customeraccounts for 10% or more of our consolidated revenues.

 

We believe department stores and other anchor tenants(“anchors”) are instrumental in creating and maintaining customer traffic inour retail centers.  Generally, higherlevels of customer traffic will result in higher tenant sales, a greater demandfor space by other tenants and more favorable leasing terms (including higherminimum rents) for our space.

 

Most anchors own their buildings, the land under themand, in some cases, adjacent parking areas. Some anchors enter into long-term lease agreements at rates that aregenerally lower than the rents charged to other tenants at the retailcenter.  Accordingly, anchors do notprovide a significant source of revenues in our operating results.  Anchors typically enter into reciprocaleasement and other agreements that cover items such as operational matters,initial construction and future expansion.

 

I-8

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The following table summarizes our anchor sites, as ofDecember 31, 2003, and identifies the owners of the anchors and the name plateson their sites within our portfolio (including our joint venture and managedproperties):

 
| **Owner/Name Plate**                              |   | **Locations** |   |
|---------------------------------------------------|--------|---------------|--------|
| May Company                                       |   |          |   |
| Lord & Taylor* (3 of which  are to be closed) |   | 11            |   |
| Foley’s                                      |   | 5             |   |
| Hecht’s                                      |   | 5             |   |
| Robinsons-May                                     |   | 1             |   |
| Strawbridge’s                                |   | 1             |   |
|                                              |   | 23            |   |
| JCPenney                                          |   | 18            |   |
| Federated Department Stores                       |   |          |   |
| Macy’s                                       |   | 10            |   |
| Bloomingdale’s                               |   | 3             |   |
| Burdines-Macy’s                              |   | 2             |   |
| Rich’s-Macy’s                           |   | 2             |   |
|                                              |   | 17            |   |
| Sears                                             |   | 17            |   |
| Dillard’s                                    |   | 15            |   |
| Nordstrom                                         |   | 11            |   |
| Target Corporation                                |   |          |   |
| Marshall Field’s                             |   | 7             |   |
| Mervyn’s                                     |   | 4             |   |
|                                              |   | 11            |   |
| Saks Incorporated                                 |   |          |   |
| Saks Fifth Avenue                                 |   | 4             |   |
| Younkers                                          |   | 1             |   |
|                                              |   | 5             |   |
| Neiman Marcus                                     |   | 3             |   |
| AMC Theatres                                      |   | 3             |   |
| Other occupied sites                              |   | 13            |   |
| Unoccupied sites                                  |   | 4             |   |
| Total anchor sites                                |   | 140           |   |

 

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*As discussed inthe next paragraph, Lord & Taylor is divesting some of the anchor stores inour retail centers.

 

I-9

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In July 2003, the May Department Stores Companyannounced that it intends to divest of certain Lord & Taylor stores as partof a strategic repositioning of Lord & Taylor as an upscale fashionretailer.  Several of our retail centershave been impacted by this decision.  In2003, we purchased the Lord & Taylor buildings at both Fashion Show andOwings Mills.  In February 2004, weclosed on the purchase of the Lord & Taylor building at Mall St. Matthews,and we are negotiating to acquire Lord & Taylor’s interest in the buildingsat White Marsh and Park Meadows.  We arecurrently redeveloping the Fashion Show building into smaller store tenantspace and are evaluating redevelopment plans for the remaining buildings.  After completing the announced divestitures,Lord & Taylor will continue to operate anchor stores at 8 of our retailcenters.

 

As of December 31, 2003, our largest non-anchortenants in terms of percentage of space leased in our retail centers (includingour joint venture properties) are as follows:

 
|   |   | **Tenant**                            |   | **Percentage of  retail space leased** |   |
|--------|--------|---------------------------------------|--------|----------------------------------------|--------|
|   |   |                                  |   |                                   |   |
| 1      |   | The Limited, Inc.                     |   | 7.6                                    | %      |
| 2      |   | The Gap, Inc.                         |   | 4.9                                    | %      |
| 3      |   | Foot Locker, Inc.                     |   | 2.6                                    | %      |
| 4      |   | Abercrombie & Fitch, Inc.         |   | 2.0                                    | %      |
| 5      |   | Retail Brand Alliance, Inc.           |   | 1.4                                    | %      |
| 6      |   | Ann Taylor, Inc.                      |   | 1.3                                    | %      |
| 7      |   | Spiegel, Inc.                         |   | 1.3                                    | %      |
| 8      |   | Lerner New York, Inc.                 |   | 1.3                                    | %      |
| 9      |   | Williams-Sonoma, Inc.                 |   | 1.3                                    | %      |
| 10     |   | Trans World Entertainment Corporation |   | 1.2                                    | %      |

 

On March 17, 2003, Spiegel, Inc. announced thatit had filed a voluntary petition for reorganization under Chapter 11 of theU.S. Bankruptcy Code.  Spiegel, Inc.operates Eddie Bauer stores in 18 of our centers.  We do not know whether Spiegel, Inc. will assume or reject theremaining existing leases at our centers. We believe, however, that the space occupied by Eddie Bauer stores inour centers is generally of high quality and that we will be able to re-leasethe space should Eddie Bauer reject the leases.

 

As of December 31, 2003, our largest tenants interms of percentage of space leased in our office properties are as follows:

 
|   |   | **Tenant**                      |   | **Percentage of  office space leased** |   |
|--------|--------|---------------------------------|--------|----------------------------------------|--------|
|   |   |                            |   |                                   |   |
| 1      |   | Pinnacle West  Capital Corp/APS |   | 7.2                                    | %      |
| 2      |   | Carefirst of  Maryland          |   | 5.1                                    | %      |
| 3      |   | Bechtel SAIC Company,  LLC      |   | 3.5                                    | %      |
| 4      |   | Highmark, Inc.                  |   | 2.3                                    | %      |
| 5      |   | Snell &  Wilmer, LLP        |   | 1.9                                    | %      |
| 6      |   | Aon Service  Corporation        |   | 1.4                                    | %      |
| 7      |   | Teledyne Energy  Systems, Inc.  |   | 1.1                                    | %      |
| 8      |   | Provident Bank  of Maryland     |   | 1.0                                    | %      |

 

I-10

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We sell land in our community development projects forresidential, commercial and other purposes. Sales for residential purposes are generally to 5-10 builders in eachcommunity.  In Summerlin, the mostactive purchasers of residential land were Coleman Homes, Pulte Homes, WilliamLyon Homes and KB Homes.  In 2003, salesto these four homebuilders accounted for 53% of all residential sales inSummerlin.  In and around Columbia(including Fairwood), the most active purchasers of residential land wereRyland Homes, Patriot Homes and Goodier Builders.  In 2003, sales to these three homebuilders accounted for 50% ofall residential sales in our Maryland community development projects.

 

We employed 3,169 full-time and part-time employees atDecember 31, 2003.

 

I-11

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Item 1(d). Financial Information about Geographic Areas.

 

NotApplicable.

 

Item 1(e).  Available Information

 

Ourwebsite can be found on the Internet at www.therousecompany.com.  The website contains information about usand our operations and, on or before the time of our 2004 annual meeting ofshareholders, will include our Corporate Governance Principles, charters of theAudit Committee, Compensation Committee, and Nominating/Governance Committee ofour Board of Directors and our Business Conduct and Ethics Policy (includingany subsequent amendments to, or waivers from, our Business Conduct and EthicsPolicy).  Copies of each of our filingswith the SEC on Form 10-K, Form 10-Q and Form 8-K and all amendments to thosereports can be viewed and downloaded free of charge as soon as reasonablypracticable after the reports and amendments are electronically filed with orfurnished to the SEC by accessing www.therousecompany.com,entering *Investor Relations* intothe search engine and clicking *Go*,then clicking first on *SEC Filings*and then on *Click here to continue on toview SEC Filings*.

 

Anyof the above documents, and any of our reports on Form 10-K, Form 10-Q and Form8-K and all amendments to those reports, can also be obtained in print withoutcharge by any shareholder who requests them by writing or telephoning TimothyJ. Lordan, Vice President and Director of Investor Relations, The RouseCompany, 10275 Little Patuxent Parkway, Columbia, Maryland 21044-3456,Telephone: (410) 992-6000 or by email at investorrelations@therousecompany.com.

 

I-12

----

 

Item 2.Properties.

 

In October 2003, we acquired our headquartersbuilding (approximately 127,000 square feet) in Columbia, Maryland.  Prior to this acquisition, we rented ourheadquarters building.

 

Information regarding our operating properties,including those owned by unconsolidated real estate ventures, is incorporatedherein by reference to the “Projects of The Rouse Company” table in Exhibit 13to this Form 10-K.  The ownership ofmost of our properties is subject to mortgage financing.  Some of our properties are subject to leaseswhich provide an option to purchase (or repurchase) the property and/or torenew the leases for one or more renewal periods.  The years of expiration indicated below assume all options toextend the terms of leases are exercised. The operating properties subject to such leases in whole or in part atDecember 31, 2003 are as follows:

 
| **Property**              |   | **Nature of interest**              |   | **Year of expiration of lease**  |
|---------------------------|--------|-------------------------------------|--------|----------------------------------|
|                      |   |                                |   |                             |
| American City  Building   |   | Leasehold                           |   | 2020                             |
| Arizona Center            |   | Leasehold                           |   | Various dates  from 2017 to 2050 |
| Augusta Mall              |   | Leasehold                           |   | 2068                             |
| Bayside  Marketplace      |   | Leasehold by  joint venture         |   | 2062                             |
| Faneuil Hall  Marketplace |   | Leasehold                           |   | 2074                             |
| Fashion Place  Mall       |   | Leasehold                           |   | 2059                             |
| Governor’s  Square   |   | Leasehold                           |   | 2054                             |
| Harborplace               |   | Leasehold                           |   | 2054                             |
| Highland Mall             |   | Leasehold and  fee by joint venture |   | 2070                             |
| Hughes Center             |   | Leasehold                           |   | 2059                             |
| Mall St.  Matthews        |   | Leasehold                           |   | 2053                             |
| Mizner Park               |   | Leasehold by  joint venture         |   | 2088                             |
| Pioneer Place             |   | Leasehold                           |   | 2076                             |
| Riverwalk                 |   | Leasehold                           |   | 2076                             |
| South Street  Seaport     |   | Leasehold                           |   | 2031                             |
| Village of  Merrick Park  |   | Leasehold by  joint venture         |   | 2101                             |
| Westdale Mall             |   | Leasehold by  joint venture         |   | 2035                             |
| Westlake Center           |   | Leasehold                           |   | 2043                             |

 

I-13

----

 

Item 3. Legal Proceedings.

 

Weare either a plaintiff or defendant in pending legal matters in the normalcourse of business; however, management believes none of these legal matterswill have a materially adverse effect on our business.

 

I-14

----

 

Item 4. Submission of Matters to a Vote of SecurityHolders.

 

None.

 

I-15

----

 

 

Part II

 
| Item 5.  | Market for the Registrant’s Common Equity and Related Stockholder  Matters.                                        |
|----------|-------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                    |
|     | Information required by Item 5 is incorporated herein by reference to  page 37 of Exhibit 13.                           |
|     |                                                                                                                    |
| Item 6.  | Selected Financial Data.                                                                                                |
|     |                                                                                                                    |
|     | Information required by Item 6 is incorporated by reference to page  36 of Exhibit 13.                                  |
|     |                                                                                                                    |
| Item 7.  | Management’s Discussion and Analysis of Financial Condition and  Results of Operations.                            |
|     |                                                                                                                    |
|     | Information required by Item 7 is incorporated herein by reference to  pages 38 through 61 of Exhibit 13.               |
|     |                                                                                                                    |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk.                                                             |
|     |                                                                                                                    |
|     | Information required by Item 7A is incorporated herein by reference  to page 57 of Exhibit 13.                          |
|     |                                                                                                                    |
| Item 8.  | Financial Statements and Supplementary Data.                                                                            |
|     |                                                                                                                    |
|     | Financial Statements required by Item 8 are set forth in the Index to  Financial Statements and Schedules on page IV-6. |
|     |                                                                                                                    |
|     | Supplementary data required by Item 8 are incorporated herein by  reference to page 37 of Exhibit 13.                   |
|     |                                                                                                                    |
| Item 9.  | Changes in and Disagreements with Accountants on Accounting and  Financial Disclosure.                                  |
|     |                                                                                                                    |
|     | None.                                                                                                                   |
|     |                                                                                                                    |
| Item 9A. | Controls and Procedures.                                                                                                |

 

Evaluation of disclosure controls and procedures.  As of December 31, 2003, we carried outan evaluation, under the supervision and with the participation of management,including our Chief Executive Officer and Chief Financial Officer, of theeffectiveness of the design and operation of our disclosure controls andprocedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).  Based upon that evaluation, the ChiefExecutive Officer and Chief Financial Officer concluded that our disclosurecontrols and procedures are effective.

 

II-1

----

 

Part III

 

Item 10.  Directors and Executive Officers of theRegistrant.

 

The executiveofficers of the Company as of March 1, 2004 are:

 
| **Executive Officer** |   | **Age** |   | **Present office and  position with the Company**               |   | **Date of election or appointment  to present office** |   | **Business or professional experience  during the past five years**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----------------------|--------|---------|--------|-----------------------------------------------------------------|--------|--------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |   |    |   |                                                            |   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Anthony W.  Deering   |   | 59      |   | Chairman of the  Board,  President and  Chief Executive Officer |   | 2/25/97                                                |   | Chairman of the  Board, President and Chief Executive Officer of the Company; formerly  President and Chief Executive Officer of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                  |   |    |   |                                                            |   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Thomas J. DeRosa      |   | 46      |   | Vice Chairman  and  Chief Financial Officer                     |   | 9/3/02                                                 |   | Thomas J. DeRosa  worked in the investment banking industry for more than 20 years before  joining us.  From 1996 to 1998, Mr.  DeRosa was a Managing Director in the Real Estate Investment Banking Group of  Alex. Brown & Sons (now Deutsche Bank) in Baltimore, Maryland. In 1998,  Mr. DeRosa moved to Deutsche Bank’s Health Care Investment Banking Group and  was named its Global Co-Head in 1999.   Mr. DeRosa worked in this capacity until joining Rouse in  September 2002 as a Vice Chairman and Chief Financial Officer. Neither  Alex. Brown & Sons nor Deutsche Bank is affiliated with Rouse. |
|                  |   |    |   |                                                            |   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Duke S. Kassolis      |   | 52      |   | Executive Vice  President,  Asset Management                    |   | 9/26/02                                                |   | Executive Vice  President, Asset Management; formerly Senior Vice President and Director,  Property Operations; and Senior Vice President and Director of Office and  Mixed-Use Operations of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                  |   |    |   |                                                            |   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Robert Minutoli       |   | 53      |   | Executive Vice  President and  Director, New Business           |   | 9/26/02                                                |   | Executive Vice  President and Director, New Business; formerly Senior Vice President and  Director of New Business of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                  |   |    |   |                                                            |   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Alton J. Scavo        |   | 57      |   | Executive Vice  President and  Director, Development            |   | 9/26/02                                                |   | Executive Vice  President and Director, Development; formerly Senior Vice President and  Director of the Community Development Division of the Company and General  Manager of Columbia                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

The term of officeof each officer is until election of a successor or otherwise at the pleasureof the Board of Directors.

 

There is noarrangement or understanding between any of the above-listed officers and anyother person pursuant to which any such officer was elected as an officer,except with respect to Anthony W. Deering who has an employment contract withus.

 

None of theabove-listed officers has any family relationship with any director or otherexecutive officer.

 

Other informationrequired by Item 10 is incorporated herein by reference from the definitiveproxy statement that we intend to file pursuant to Regulation 14A under theSecurities Exchange Act of 1934 on or before April 29, 2004.

 

We have adoptedThe Rouse Company Senior Financial Officers Code of Ethics, a code of ethicsthat applies to our principal executive officer, principal financial officerand principal accounting officer.  TheSenior Financial Officers Code of Ethics is publicly available on our websiteat www.therousecompany.com.  Ifwe make an amendment to, or grant a waiver from, a provision of the SeniorFinancial Officers Code of Ethics, we will disclose the nature of such waiveror amendment on our website.

 

Item 11.  Executive Compensation.

 

Information calledfor by Item 11 is incorporated herein by reference from the definitive proxy statementthat we intend to file pursuant to Regulation 14A under the Securities ExchangeAct of 1934 on or before April 29, 2004.

 

III-1

----

 

Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholders Matters.

 

Informationregarding securities authorized at December 31, 2003 for issuance under equitycompensation plans (called for by Item 12) is provided below.  Other information required by Item 12 isincorporated herein by reference from the definitive proxy statement that weintend to file pursuant to Regulation 14A under the Securities Exchange Act of1934 on or before April 29, 2004.

 

We have severalstock option plans in which options to purchase shares of our common stock andstock appreciation rights may be awarded to our directors, officers andemployees.  Stock options:

•      aregenerally granted with an exercise price equal to the market price of thecommon stock on the date of the grant,

•      typicallyvest over a three- to five-year period, subject to certain conditions, and

•      havea maximum term of ten years.

 

The 1997 Stock Incentive Plan and the 1999Stock Incentive Plan also provide for the issuance of stock awards.

 
| **Plan Category**                                        |   | **Number of Shares  of Common Stock  to be Issued  Upon Exercise of  Outstanding Options  and Rights** |   | **Weighted-average  Exercise Price of Outstanding Options  and Rights** |   | **Remaining Number  of Shares Available  for Future Issuance** |      |
|----------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------|--------|----------------------------------------------------------------|-----------|
|                                                     |   |                                                                                                   |   |                                                                    |   |                                                           |      |
| Equity compensation plans approved by  shareholders:     |   |                                                                                                   |   |                                                                    |   |                                                           |      |
| 1990 Stock Option Plan                                   |   | 111,032                                                                                                |   | $                                                                       | 21.46  |                                                           | —    |   |
| 1994 Stock Incentive Plan                                |   | 155,230                                                                                                |   | 21.89                                                                   |   | —                                                         |      |
| 1997 Stock Incentive Plan                                |   | 1,411,875                                                                                              |   | 26.11                                                                   |   | 874,598                                                        |      |
| 2001 Stock Incentive Plan                                |   | 3,300,490                                                                                              |   | 34.30                                                                   |   | 795,896                                                        |      |
|                                                     |   | 4,978,627                                                                                              |   | 31.30                                                                   |   | 1,670,494                                                      |      |
| Equity compensation plans not approved by  shareholders: |   |                                                                                                   |   |                                                                    |   |                                                           |      |
| 1999 Stock Incentive Plan (note)                         |   | 1,839,469                                                                                              |   | 26.83                                                                   |   | 2,311,434                                                      |      |
|                                                     |   |                                                                                                   |   |                                                                    |   |                                                           |      |
| Total                                                    |   | 6,818,096                                                                                              |   | $                                                                       | 30.10  |                                                           | 3,981,928 |   |

 

Note:                   The 1999 Stock Incentive plan wasauthorized by the Board of Directors in June 1999.  Under the plan, 7,000,000 shares of commonstock are allowed to be issued pursuant to the exercise of stock options orupon the issuance of stock awards.  Alloptions granted under this plan are non-qualified options for purposes of theInternal Revenue Code of 1986, as amended. The other features of options granted under the plan (exercise prices,vesting periods, term) are similar to our other stock option plans describedabove.  Options may be granted under theplan until June 3, 2009.

 

We have agreed togrant 105,000 shares of stock to Anthony W. Deering pursuant to his employmentcontract.  We will issue the shares froma plan described above that permits issuance of stock awards.

 

Item 13.  Certain Relationships and Related Transactions.

 

Information calledfor by Item 13 is incorporated herein by reference from the definitive proxystatement that we intend to file pursuant to Regulation 14A under theSecurities Exchange Act of 1934 on or before April 29, 2004.

 

Item 14.  Principal Accountant Fees and Services.

 

Information calledfor by Item 14 is incorporated herein by reference from the definitive proxystatement that we intend to file pursuant to Regulation 14A under theSecurities Exchange Act of 1934 on or before April 29, 2004.

 

III-2

----

 

Part IV

 

Item 15.       Exhibits, FinancialStatement Schedules and Reports on Form 8-K.

 

(a)          1.and 2.  Financial Statements andSchedules:

 

Referenceis made to the Index to Financial Statements and Schedules on page IV-6.

 

(b)         Reportson Form 8-K:

 

CurrentReport on Form 8-K was furnished to the Securities and Exchange Commission onOctober 28, 2003. The Form provided our press release regardingpreliminary earnings for the third quarter of 2003 and certain supplementalinformation not included in the press release.

 

CurrentReport on Form 8-K was furnished to the Securities and Exchange Commission onNovember 3, 2003. The Form provided our press release regarding revisedearnings for the third quarter of 2003 and certain supplemental information notincluded in the press release.

 

CurrentReport on Form 8-K was filed with the Securities and Exchange Commission onNovember 25, 2003. The Form reported the sale of $350,000,000 aggregateprincipal amount of 5.375% Notes due 2013 and included the UnderwritingAgreement and Pricing Agreement, both dated November 21, 2003, betweenDeutsche Bank Securities Inc. and Banc of America Securities LLC, asrepresentatives of the underwriters named therein, and us.

 

CurrentReport on Form 8-K was filed with the Securities and Exchange Commission onDecember 23, 2003. The Form reported (a) the amendment of the covenantsapplicable to the $58 million aggregate principal of our 6.94% Notes due 2008held by Teachers Insurance and Annuity Association of America to substantiallyreflect the covenants applicable to our 5.375% Notes due 2013 issued inNovember 2003 and (b) the modification of the form of the 6.94%Notes.   The Form also reported thefiling of a prospectus supplement dated December 23, 2003 to register,under the Securities Act of 1933, resales of the 6.94% Notes.  The Form included the Amended and RestatedFirst Supplemental Indenture, dated December 23, 2003, between The RouseCompany and J.P. Morgan Trust Company, National Association, the form of 5.375%Note due November 2013 and the form of 6.94% Note due November 30,2008.

 

(c)          Exhibitsrequired by Item 601 of Regulation S-K.

 
| Exhibit No. |   |                                                                                                                                                                                                                                                                                                              |
|-------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                              |
| 3.1         |   | Amended and Restated Articles of Incorporation (the “Charter”) of The  Rouse Company, dated May 27, 1988–incorporated by reference to the Exhibits  to the Company’s Form 10-K Annual Report for the fiscal year ended  December 31, 1988 (SEC File No. 011-11543).       |
|        |   |                                                                                                                                                                                                                                                                                                              |
| 3.2         |   | Articles of Amendment to the Charter of The Rouse Company, which  Articles of Amendment were effective January 10, 1991–incorporated by  reference to the Exhibits to The Rouse Company’s Form 10-K Annual Report for  the fiscal year ended December 31, 1990 (SEC File No. 001-11543). |

 

 

IV-1

----

 

Part IV,Continued

 
| 3.3    |   | Articles Supplementary to the Charter of The Rouse Company, dated  February 17, 1993–incorporated by reference to the Exhibits to The Rouse  Company’s Form 10-K Annual Report for the fiscal year ended December 31,  1992 (SEC File No. 001-11543).                                                                                                                 |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.4    |   | Articles Supplementary to the Charter of The Rouse Company, dated  September 26, 1994–incorporated by reference to the Exhibits to The  Rouse Company’s S-3 Registration Statement (No. 33-57707).                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.5    |   | Articles Supplementary to the Charter of The Rouse Company, dated  December 27, 1994–incorporated by reference to the Exhibits to The Rouse  Company’s S-3 Registration Statement (No. 33-57707).                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.6    |   | Articles Supplementary to the Charter of The Rouse Company, dated  June 5, 1996, relating to The Rouse Company’s Increasing Rate Cumulative  Preferred Stock, par value $0.01 per share–incorporated by reference to the  Exhibits to The Rouse Company’s S-3 Registration Statement (No. 333-20781).                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.7    |   | Articles Supplementary to the Charter of The Rouse Company, dated  June 11, 1996, relating to The Rouse Company’s 10.25% Junior Preferred  Stock, 1996 Series, par value $0.01 per share–incorporated by reference to  the Exhibits to The Rouse Company’s Form S-3 Registration Statement (No.  333-20781).                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.8    |   | Articles Supplementary to the Charter of The Rouse Company, dated  February 21, 1997, relating to The Rouse Company’s Series B Convertible  Preferred Stock, par value $0.01 per share–incorporated by reference to the  Exhibits to The Rouse Company’s Current Report on Form 8-K, dated  February 26, 1997 (SEC File No. 001-11543).                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.9    |   | Articles Supplementary to the Charter of The Rouse Company, dated  February 24, 2000–incorporated by reference to the Exhibits to The Rouse  Company’s Current Report on Form 8-K, dated February 29, 2000 (SEC File  No. 001-11543).                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.10   |   | Bylaws of The Rouse Company, as amended dated  January 30, 1997–incorporated by reference to the Exhibits to The  Rouse Company’s Form S-3 Registration Statement (No. 333-20781).                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.11   |   | Amendments to the Bylaws of The Rouse Company, effective  February 24, 2000–incorporated by reference to the Exhibits to The Rouse  Company’s Current Report on Form 8-K, dated February 29, 2000 (SEC File  No. 001-11543).                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.12   |   | Articles Supplementary to the Charter of The Rouse Company, dated  September 2, 2003, amending the Articles Supplementary Designating The  Rouse Company’s Increasing Rate Cumulative Preferred Stock–incorporated by  reference to the Exhibits to The Rouse Company’s Form 10-Q/A for the  quarterly period ended September 30, 2003 (SEC File No. 001-11543). |

 

IV-2

----

 

Part IV, Continued
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1   |   | The Rouse Company 1990 Stock Option Plan–incorporated by reference to  The Rouse Company’s definitive proxy statement filed pursuant to Regulation  14A on April 12, 1990 (SEC File No. 001-11543).                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.2   |   | Amendment to The Rouse Company 1990 Stock Option Plan, effective as  of May 12, 1994–incorporated by reference to The Rouse Company’s Form 10-K  Annual Report for the fiscal year ended December 31, 1994 (SEC File No.  001-11543).                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.3   |   | The Rouse Company 1990 Stock Bonus Plan–incorporated by reference to  The Rouse Company’s definitive proxy statement filed pursuant to Regulation  14A on April 12, 1990 (SEC File No. 001-11543).                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.4   |   | The Rouse Company 1994 Stock Incentive Plan–incorporated by reference  to The Rouse Company’s definitive proxy statement filed pursuant to  Regulation 14A on April 5, 1994 (SEC File No. 001-11543).                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.5   |   | Amended and Restated Supplemental Retirement Benefit Plan of The  Rouse Company, made as of January 1, 1985 and further amended and  restated as of September 24, 1992, March 4, 1994, and May 10,  1995–incorporated by reference to The Rouse Company’s Form 10-K Annual Report  for the fiscal year ended December 31, 1995 (SEC File No. 001-11543). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.6   |   | Contingent Stock Agreement, effective as of January 1, 1996, by  the Company in favor of and for the benefit of the Holders and Representatives  named therein–incorporated by reference to the Exhibits to The Rouse  Company’s Form S-4 Registration Statement (No. 333-1693).                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.7   |   | The Rouse Company Deferred Compensation Plan for Outside Directors  (Amended and Restated), dated as of May 23, 1996–incorporated by reference to  The Rouse Company’s Form 10-K Annual Report for the fiscal year ended  December 31, 1996 (SEC File No. 001-11543).                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.8   |   | 1997 Stock Incentive Plan–incorporated by reference to The Rouse  Company’s definitive proxy statement filed pursuant to Regulation 14A on  March 14, 1997 (SEC File No. 001-11543).                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.9   |   | The Rouse Company Special Option Plan, effective  January 1, 1998–incorporated by reference to The Rouse Company’s  Form 10-K Annual Report for the year ended December 31, 1997 (SEC File  No. 001-11543).                                                                                                                                                   |

 

 

IV-3

----

 

Part IV, Continued

 
| 10.10  |   | Contribution Agreement, dated as of February 1, 1999, among The  Rouse Company of Nevada, Inc., HRD Properties, Inc., Rouse-Bridgewater  Commons, LLC, Rouse-Park Meadows Holding, LLC, Rouse-Towson Town Center LLC,  Bridgewater Commons Mall, LLC, Rouse-Fashion Place, LLC, Rouse-Park Meadows  LLC, Towson TC, LLC, TTC SPE, LLC and Fourmall Acquisition, LLC –  incorporated by reference to The Rouse Company’s Current Report on Form 8-K  dated February 1, 1999 (SEC File No. 001-11543). |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.11  |   | Employment Agreement, dated September 24, 1998, between The  Rouse Company and Anthony W. Deering–incorporated by reference to The Rouse  Company’s Form 10-K Annual Report for the fiscal year ended December 31,  1998 (SEC File No. 001-11543).                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.12  |   | The Rouse Company 1999 Stock Incentive Plan, made as of June 3,  1999 and amended and restated as of February 22, 2001–incorporated by  reference to The Rouse Company’s Form 10-Q Quarterly Report for the quarterly  period ended June 30, 2001 (SEC File No. 001-11543).                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.13  |   | Letter Agreement, dated July 12, 1999, between The Rouse Company  and Anthony W. Deering–incorporated by reference to The Rouse Company’s Form  10-Q Quarterly Report for the quarterly period ended September 30, 1999  (SEC File No. 001-11543).                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.14  |   | Executive Agreement, dated October 25, 1999, between The Rouse  Company and Daniel C. Van Epp–incorporated by reference to The Rouse  Company’s Form 10-K Annual Report for the fiscal year ended December 31,  1999 (SEC File No. 001-11543).  The  same Executive Agreement was entered into with Duke S. Kassolis, Robert  Minutoli and Alton J. Scavo.                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.15  |   | Executive Agreement, dated September 3, 2002, between The Rouse  Company and Thomas John DeRosa–incorporated by reference to The Rouse  Company’s Form 10-Q Quarterly Report for the quarterly period ended  September 30, 2002 (SEC File No. 001-11543).                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.16  |   | Amendment to Employment Agreement, dated March 31, 2003, between  The Rouse Company (“the Company”) and Anthony W. Deering, the Company’s Chief  Executive Officer, which amends the Employment Agreement dated  September 24, 1998–incorporated by reference to The Rouse Company’s Form  10-Q Quarterly Report for the quarterly period ended March 31, 2003 (SEC  File No. 001-11543).                                                                                        |

 

 

IV-4

----

 

Part IV, Continued

 
| 10.17                            |   | Third Amended and Restated Unsecured Revolving Credit Agreement,  dated July 30, 2003, among The Rouse Company, as Borrower, and certain  banks–incorporated by reference to The Rouse Company’s Form 10-Q Quarterly  Report for the quarterly period ended June 30, 2003 (SEC File No.  001-11543). |
|----------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 12.1*                            |   | Ratio of earnings to fixed charges                                                                                                                                                                                                                                                                                       |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 12.2*                            |   | Ratio of earnings to combined fixed charges and Preferred stock  dividend requirements                                                                                                                                                                                                                                   |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 13*                              |   | Annual report to security holders                                                                                                                                                                                                                                                                                        |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 21*                              |   | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                           |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 23*                              |   | Consent of KPMG LLP, Independent Auditors                                                                                                                                                                                                                                                                                |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 24*                              |   | Power of Attorney                                                                                                                                                                                                                                                                                                        |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 31.1*                            |   | Certification Pursuant to Rule 13a–14(a) by Anthony W. Deering,  Chairman of the Board, President and Chief Executive Officer                                                                                                                                                                                       |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 31.2*                            |   | Certification Pursuant to Rule 13a–14(a) by Thomas J. DeRosa, Vice  Chairman and Chief Financial Officer                                                                                                                                                                                                            |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 32.1*                            |   | Certification Pursuant to 18 U.S.C. Section 1350–Chief Executive  Officer                                                                                                                                                                                                                                      |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 32.2*                            |   | Certification Pursuant to 18 U.S.C. Section 1350–Chief Financial  Officer                                                                                                                                                                                                                                      |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 99      |   | Additional Exhibits:                                                                                                                                                                                                                                                                                                     |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 99.1*                            |   | Form 11-K Annual Report of The Rouse Company Savings Plan for the  year ended December 31, 2003                                                                                                                                                                                                                     |
|                             |   |                                                                                                                                                                                                                                                                                                                     |
| 99.2*                            |   | Factors affecting future operating results                                                                                                                                                                                                                                                                               |

 

 

The Registrant agrees to furnish to the Securities and ExchangeCommission upon request a copy of any instrument with respect to long-term debtnot filed herewith as to which the total amount of securities authorizedthereunder does not exceed 10 percent of the total assets of the registrant andits subsidiaries on a consolidated basis.

 

----

*filed herewith

 

IV-5

----

 

The Rouse Company

 

Index to Financial Statements and Schedules

 
|                                                                                                                       | **Page** |
|----------------------------------------------------------------------------------------------------------------------------|----------|
| Independent Auditors’  Report                                                                                         | IV-7     |
|                                                                                                                       |     |
| Financial  Statements:                                                                                                     |     |
| Included on pages 1 through 37 of                                                                                          |     |
| Exhibit 13 incorporated herein by reference:                                                                               |     |
|                                                                                                                       |     |
| Consolidated Balance Sheets at December 31,  2003 and 2002                                                            |     |
| Consolidated Statements of Operations and  Comprehensive Income for the Years Ended December 31, 2003, 2002 and  2001 |     |
| Consolidated Statements of Changes in Shareholders’  Equity for the Years Ended December 31, 2003, 2002 and 2001 |     |
| Consolidated Statements of Cash Flows for the Years  Ended December 31, 2003, 2002 and 2001                           |     |
| Notes to Consolidated Financial Statements                                                                                 |     |
|                                                                                                                       |     |
| Schedules:                                                                                                                 |     |
|                                                                                                                       |     |
| Schedule II  Valuation and Qualifying Accounts                                                                        | IV-8     |
| Schedule III  Real Estate and Accumulated Depreciation                                                                | IV-9     |

 

All other schedules have been omitted as notapplicable or not required, or because the required information is included inthe related financial statements or notes thereto.

 

IV-6

----

 

INDEPENDENTAUDITORS’ REPORT

 

TheBoard of Directors and Shareholders

TheRouse Company:

 

Wehave audited the consolidated financial statements of The Rouse Company andsubsidiaries as listed in the accompanying index.  In connection with our audits of the consolidated financialstatements, we have also audited the financial statement schedules as listed inthe accompanying index.  Theseconsolidated financial statements and financial statement schedules are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements and financial statement schedules based on our audits.

 

Weconducted our audits in accordance with auditing standards generally acceptedin the United States of America.  Thosestandards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement.  An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in thefinancial statements.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that ouraudits provide a reasonable basis for our opinion.

 

Inour opinion, the consolidated financial statements referred to above presentfairly, in all material respects, the financial position of The Rouse Company andsubsidiaries as of December 31, 2003 and 2002, and the results of theiroperations and their cash flows for each of the years in the three-year periodended December 31, 2003, in conformity with accounting principlesgenerally accepted in the United States of America.  Also in our opinion, the related financial statement schedulesreferred to above, when considered in relation to the basic consolidatedfinancial statements taken as a whole, present fairly, in all materialrespects, the information set forth therein.

 

Asdiscussed in note 1(c) to the consolidated financial statements, the Companyadopted Statement of Financial Accounting Standards No. 144, *Accounting for the Impairment or Disposal ofLong-Lived Assets*, in 2002.

 

 
|                    | /s/ KPMG LLP |   |
|-------------------------|--------------|--------|
|                    |
|                    |
| Baltimore,  Maryland    |
| February 25,  2004 |

 

IV-7

----

 

Schedule II

 

THE ROUSE COMPANY AND SUBSIDIARIES

 

Valuation and Qualifying Accounts

Years ended December 31, 2003, 2002 and 2001

(in thousands)

 
|                                   |   |                               |   | **Additions**                       |   |                            |   |           |   |
|----------------------------------------|--------|------------------------------------|--------|-------------------------------------|--------|---------------------------------|--------|----------------|--------|
| **Descriptions**                       |   | **Balance at  beginning  of year** |   | **Charged to  costs and  expenses** |   | **Charged to  other  accounts** |   | **Deductions** |   | **Balance at  end of year** |   |
|                                   |   |                               |   |                                |   |                            |   |           |   |   |   |
| Year ended December 31, 2003:     |   |                               |   |                                |   |                            |   |           |   |   |   |
| Allowance for doubtful receivables     |   | $                                  | 27,197 |                                | $      | 11,964                          |   | $              | — |   | $ | 8,301 | (2) | $ | 30,860 |   |
| Deferred tax asset valuation allowance |   | $                                  | 12,534 |                                | $      | 1,257                           |   | $              | — |   | $ | 11,561 | (3) | $ | 2,230 |   |
| Preconstruction                        |   | $                                  | 8,554  |                                | $      | 2,637                           |   | $              | — |   | $ | 2,727 | (4) | $ | 8,464 |   |
|                                   |   |                               |   |                                |   |                            |   |           |   |   |   |
| Year ended December 31, 2002:     |   |                               |   |                                |   |                            |   |           |   |   |   |
| Allowance for doubtful receivables     |   | $                                  | 27,206 |                                | $      | 9,059                           |   | $              | — |   | $ | 9,068 | (2) | $ | 27,197 |   |
| Deferred tax asset valuation allowance |   | $                                  | 11,250 |                                | $      | 3,039                           |   | $              | — |   | $ | 1,755 | (3) | $ | 12,534 |   |
| Preconstruction                        |   | $                                  | 7,528  |                                | $      | 6,967                           |   | $              | — |   | $ | 5,941 | (4) | $ | 8,554 |   |
|                                   |   |                               |   |                                |   |                            |   |           |   |   |   |
| Year ended December 31, 2001:     |   |                               |   |                                |   |                            |   |           |   |   |   |
| Allowance for doubtful receivables     |   | $                                  | 22,608 |                                | $      | 8,992                           |   | $              | 464    | (1) | $ | 4,858 | (2) | $ | 27,206 |   |
| Deferred tax asset valuation allowance |   | $                                  | — |                                | $      | 2,572                           |   | $              | 9,637  | (1) | $ | 959 | (3) | $ | 11,250 |   |
| Preconstruction                        |   | $                                  | 7,576  |                                | $      | 5,434                           |   | $              | 749    | (1) | $ | 6,231 | (4) | $ | 7,528 |   |

 

----

Notes:

(1)          Balance acquired from The Rouse CompanyIncentive Compensation Statutory Trust in 2001 when we acquired the votingstock of the majority financial interest ventures.  Subsequent to the acquisition, these entities are consolidated inour financial statements.

 

(2)          Balances written off as uncollectible.

 

(3)          A portion of the valuation allowance wasreversed due to our determination that it was more likely than not that wewould realize these deferred tax assets.

 

(4)          Costs of unsuccessful projects written offand other deductions.

 

IV-8

----

 

Schedule III

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and AccumulatedDepreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                  |   |             |    | **Initial cost to Company** |   | **Costs capitalized subsequent****to acquisition** |   | **Gross amount at which carried  at close of period** |    |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|-------------------------------------------------------|--------|------------------|---------|-----------------------------|--------|----------------------------------------------------|--------|-------------------------------------------------------|---------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                       |   | **Encumbrances** |    | **Land**                    |   | **Buildings and  improvements**                    |   | **Improvements**                                      |    | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Properties:                                 |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fashion Show  Retail Center  Las Vegas, NV            |   | $                | 272,406 |                        | $      | 86,499                                             |   | $                                                     | 120,347 |                         | $      | 360,781                                                                   |   | $ | — |   | $ | 86,499 |   | $ | 481,128 |   | $ | 567,627 |   | $ | 42,726 |   | 03/81 |   | 06/96 |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Staten Island Mall  Retail Center  Staten Island, NY  |   | 172,009          |    | 37,867                      |   | 197,274                                            |   | 1,913                                                 |    | —                       |   | 37,867                                                                    |   | 199,187 |   | 237,054 |   | 2,060 |   | 08/73 |   | 08/03 |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| North Star  Retail Center  San Antonio, TX            |   | —           |    | 54,000                      |   | 173,343                                            |   | 3,606                                                 |    | —                       |   | 54,000                                                                    |   | 176,949 |   | 230,949 |   | 12,083 |   | 09/60 |   | 05/02 |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Lakeside Mall  Retail Center  Sterling Heights, MI    |   | —           |    | 51,300                      |   | 175,161                                            |   | 3,209                                                 |    | —                       |   | 51,300                                                                    |   | 178,370 |   | 229,670 |   | 10,213 |   | 03/76 |   | 05/02 |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The Mall in Columbia  Retail Center  Columbia, MD     |   | 163,210          |    | 6,788                       |   | —                                             |   | 196,822                                               |    | —                       |   | 6,788                                                                     |   | 196,822 |   | 203,610 |   | 40,829 |   | 08/71 |   | N/A |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Pioneer Place  Mixed-Use Project  Portland, OR        |   | 129,225          |    | 2,813                       |   | —                                             |   | 178,137                                               |    | —                       |   | 2,813                                                                     |   | 178,137 |   | 180,950 |   | 39,681 |   | 03/90 |   | N/A |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Willowbrook  Retail Center  Wayne, NJ                 |   | 174,722          |    | 56,654                      |   | 114,629                                            |   | 7,938                                                 |    | —                       |   | 56,654                                                                    |   | 122,567 |   | 179,221 |   | 7,417 |   | 09/69 |   | 05/02 |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The Streets at South Point  Retail Center  Durham, NC |   | 134,592          |    | 18,266                      |   | 143,474                                            |   | —                                                |    | —                       |   | 18,266                                                                    |   | 143,474 |   | 161,740 |   | 8,549 |   | 03/02 |   | 05/02 |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Woodbridge Center  Retail Center  Woodbridge, NJ      |   | 121,899          |    | 26,301                      |   | —                                             |   | 134,330                                               |    | —                       |   | 26,301                                                                    |   | 134,330 |   | 160,631 |   | 47,787 |   | 03/71 |   | N/A |   | Note 6 |   |
|                                                  |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| South Street Seaport  Retail Center  New York, NY     |   | 21,050           |    | —                      |   | —                                             |   | 159,780                                               |    | —                       |   | —                                                                    |   | 159,780 |   | 159,780 |   | 44,790 |   | 07/83 |   | N/A |   | Note 6 |   |
|                                                       |        |                  |         |                             |        |                                                    |        |                                                       |         |                              |        |                                                                           |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

IV-9

----

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                         |   |             |    | **Initial cost to Company** |   | **Costs capitalized subsequent****to acquisition** |   | **Gross amount at which carried  at close of period** |    |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|--------------------------------------------------------------|--------|------------------|---------|-----------------------------|--------|----------------------------------------------------|--------|-------------------------------------------------------|---------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                              |   | **Encumbrances** |    | **Land**                    |   | **Buildings and  improvements**                    |   | **Improvements**                                      |    | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ridgedale Center  Retail Center  Minneapolis, MN             |   | $                | 105,000 |                        | $      | 20,216                                             |   | $                                                     | 129,171 |                         | $      | 1,306                                                                     |   | $ | — |   | $ | 20,216 |   | $ | 130,477 |   | $ | 150,693 |   | $ | 6,505 |   | 01/74 |   | 11/02 |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Arizona Center  Mixed-Use Project  Phoenix, AZ               |   | 45,302           |    |                        | 96     |                                               | — |                                                  | 149,041 |                         | — |                                                                      | 96     |   | 149,041 |   | 149,137 |   | 44,803 |   | 11/90 |   | N/A |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Paramus Park  Retail Center  Paramus, NJ                     |   | 99,178           |    | 13,476                      |   | —                                             |   | 130,742                                               |    | —                       |   | 13,476                                                                    |   | 130,742 |   | 144,218 |   | 27,626 |   | 03/74 |   | N/A |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fashion Place  Retail Center  Salt Lake City, UT             |   | 67,484           |    | 19,379                      |   | 119,715                                            |   | 3,330                                                 |    | —                       |   | 19,379                                                                    |   | 123,045 |   | 142,424 |   | 11,098 |   | 03/72 |   | 10/98 |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Owings Mills  Retail Center  Baltimore, MD                   |   | —           |    | 21,639                      |   | —                                             |   | 119,036                                               |    | —                       |   | 21,639                                                                    |   | 119,036 |   | 140,675 |   | 23,089 |   | 07/86 |   | N/A |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Beachwood Place  Retail Center  Cleveland, OH                |   | 110,869          |    | 10,673                      |   | —                                             |   | 128,707                                               |    | —                       |   | 10,673                                                                    |   | 128,707 |   | 139,380 |   | 23,580 |   | 08/78 |   | N/A |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Oviedo Marketplace  Retail Center  Orlando, FL               |   | 54,703           |    | 9,594                       |   | —                                             |   | 122,730                                               |    | —                       |   | 9,594                                                                     |   | 122,730 |   | 132,324 |   | 12,857 |   | 03/98 |   | N/A |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Collin Creek  Retail Center  Plano, TX                       |   | 74,013           |    | 26,419                      |   | 102,037                                            |   | 1,298                                                 |    | —                       |   | 26,419                                                                    |   | 103,335 |   | 129,754 |   | 5,890 |   | 07/81 |   | 05/02 |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Westlake Center  Mixed-Use Project  Seattle, WA              |   | 69,329           |    | 10,582                      |   | —                                             |   | 102,916                                               |    | —                       |   | 10,582                                                                    |   | 102,916 |   | 113,498 |   | 35,406 |   | 10/88 |   | N/A |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The Gallery at Harborplace  Mixed-Use Project  Baltimore, MD |   | 90,886           |    | 6,648                       |   | —                                             |   | 106,065                                               |    | —                       |   | 6,648                                                                     |   | 106,065 |   | 112,713 |   | 35,736 |   | 09/87 |   | N/A |   | Note 6 |   |
|                                                         |   |             |    |                        |   |                                               |   |                                                  |    |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Bayside Marketplace  Retail Center  Miami, FL                |   | 69,477           |    | —                      |   | —                                             |   | 106,924                                               |    | —                       |   | —                                                                    |   | 106,924 |   | 106,924 |   | 28,789 |   | 04/87 |   | N/A |   | Note 6 |   |
|                                                              |        |                  |         |                             |        |                                                    |        |                                                       |         |                              |        |                                                                           |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

IV-10

----

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                                     |   |             |   | **Initial cost to Company** |   | **Costs capitalized subsequent****to acquisition** |   | **Gross amount at which carried  at close of period** |   |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|--------------------------------------------------------------------------|--------|------------------|--------|-----------------------------|--------|----------------------------------------------------|--------|-------------------------------------------------------|--------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                                          |   | **Encumbrances** |   | **Land**                    |   | **Buildings and  improvements**                    |   | **Improvements**                                      |   | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Mall St. Matthews  Retail Center  Louisville, KY                         |   | $                | 66,951 |                        | $      | —                                             |   | $                                                     | — |                         | $      | 106,165                                                                   |   | $ | — |   | $ | — |   | $ | 106,165 |   | $ | 106,165 |   | $ | 29,848 |   | 03/62 |   | N/A |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Faneuil Hall Marketplace  Retail Center  Boston, MA                      |   | 55,000           |   | —                      |   | —                                             |   | 99,983                                                |   | —                       |   | —                                                                    |   | 99,983 |   | 99,983 |   | 22,244 |   | 08/76 |   | N/A |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| White Marsh  Retail Center  Baltimore, MD                                |   | 75,324           |   | 10,783                      |   | —                                             |   | 86,685                                                |   | —                       |   | 10,783                                                                    |   | 86,685 |   | 97,468 |   | 27,848 |   | 08/81 |   | N/A |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Governor’s Square  Retail Center  Tallahassee, FL                   |   | 65,648           |   | —                      |   | —                                             |   | 86,380                                                |   | —                       |   | —                                                                    |   | 86,380 |   | 86,380 |   | 23,643 |   | 08/79 |   | N/A |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Oakwood Center  Retail Center  Gretna, LA                                |   | 50,437           |   | 15,938                      |   | —                                             |   | 67,267                                                |   | —                       |   | 15,938                                                                    |   | 67,267 |   | 83,205 |   | 19,935 |   | 10/66 |   | 10/82 |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Augusta Mall  Retail Center  Augusta, GA                                 |   | 52,323           |   | 4,697                       |   | —                                             |   | 76,100                                                |   | —                       |   | 4,697                                                                     |   | 76,100 |   | 80,797 |   | 11,771 |   | 08/78 |   | N/A |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Hulen Mall  Retail Center  Ft. Worth, TX                                 |   | —           |   | 7,575                       |   | —                                             |   | 67,068                                                |   | —                       |   | 7,575                                                                     |   | 67,068 |   | 74,643 |   | 18,089 |   | 08/77 |   | N/A |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Riverwalk  Retail Center  New Orleans, LA                                |   | 12,095           |   | —                      |   | —                                             |   | 74,462                                                |   | —                       |   | —                                                                    |   | 74,462 |   | 74,462 |   | 19,189 |   | 08/86 |   | N/A |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Southland Center  Retail Center  Taylor, MI                              |   | 56,500           |   | 6,581                       |   | 62,362                                             |   | 173                                                   |   | —                       |   | 6,581                                                                     |   | 62,535 |   | 69,116 |   | 3,473 |   | 07/70 |   | 11/02 |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Harborplace  Retail Center  Baltimore, MD                                |   | 31,815           |   | —                      |   | —                                             |   | 62,325                                                |   | —                       |   | —                                                                    |   | 62,325 |   | 62,325 |   | 15,418 |   | 07/80 |   | N/A |   | Note 6 |   |
|                                                                     |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Blue Cross & Blue Shield  Building I  Office Building  Baltimore, MD |   | 19,401           |   | 1,000                       |   | —                                             |   | 43,842                                                |   | —                       |   | 1,000                                                                     |   | 43,842 |   | 44,842 |   | 15,300 |   | 07/89 |   | N/A |   | Note 6 |   |
|                                                                          |        |                  |        |                             |        |                                                    |        |                                                       |        |                              |        |                                                                           |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

IV-11

----

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                                      |   |             |   | **Initial cost to Company** |   | **Costs capitalized subsequent****to acquisition** |   | **Gross amount at which carried  at close of period** |   |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|---------------------------------------------------------------------------|--------|------------------|--------|-----------------------------|--------|----------------------------------------------------|--------|-------------------------------------------------------|--------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                                           |   | **Encumbrances** |   | **Land**                    |   | **Buildings and  improvements**                    |   | **Improvements**                                      |   | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Village of Cross Keys  Mixed-Use Project  Baltimore, MD                   |   | $                | 13,264 |                        | $      | 925                                                |   | $                                                     | — |                         | $      | 36,965                                                                    |   | $ | — |   | $ | 925 |   | $ | 36,965 |   | $ | 37,890 |   | $ | 13,624 |   | 09/65 |   | N/A |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Aon  Building II  Office Building  Baltimore, MD                          |   | 15,555           |   | 1,000                       |   | —                                             |   | 25,960                                                |   | —                       |   | 1,000                                                                     |   | 25,960 |   | 26,960 |   | 10,324 |   | 09/87 |   | N/A |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Hunt Valley 75  Office Building  Hunt Valley, MD                          |   | 15,073           |   | 8,136                       |   | 14,187                                             |   | 4,206                                                 |   | —                       |   | 8,136                                                                     |   | 18,393 |   | 26,529 |   | 3,051 |   | 07/84 |   | 12/98 |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Mondawmin Mall  Retail Center  Baltimore, MD                              |   | 17,001           |   | 2,251                       |   | —                                             |   | 23,553                                                |   | —                       |   | 2,251                                                                     |   | 23,553 |   | 25,804 |   | 11,664 |   | 10/56 |   | 12/79 |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Seventy Columbia Corp Ctr  Office Building  Columbia, MD                  |   | 20,586           |   | 857                         |   | —                                             |   | 23,610                                                |   | —                       |   | 857                                                                       |   | 23,610 |   | 24,467 |   | 8,030 |   | 06/92 |   | N/A |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Westdale Mall  Retail Center  Cedar Rapids, IA                            |   | 20,182           |   | 655                         |   | 21,891                                             |   | —                                                |   | —                       |   | 655                                                                       |   | 21,891 |   | 22,546 |   | 1,097 |   | 07/79 |   | 10/98 |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Senate Plaza  Office Building  Camp Hill, PA                              |   | 12,937           |   | 2,284                       |   | 13,319                                             |   | 3,844                                                 |   | —                       |   | 2,284                                                                     |   | 17,163 |   | 19,447 |   | 5,855 |   | 07/72 |   | 12/98 |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Blue Cross & Blue Shield  Building II  Office Building  Baltimore, MD |   | 7,052            |   | 1,000                       |   | —                                             |   | 16,197                                                |   | —                       |   | 1,000                                                                     |   | 16,197 |   | 17,197 |   | 5,292 |   | 08/90 |   | N/A |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Forty Columbia Corp Ctr  Office Building  Columbia, MD                    |   | 10,738           |   | 636                         |   | —                                             |   | 15,863                                                |   | —                       |   | 636                                                                       |   | 15,863 |   | 16,499 |   | 7,671 |   | 06/87 |   | N/A |   | Note 6 |   |
|                                                                      |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fifty Columbia Corp Ctr  Office Building  Columbia, MD                    |   | 11,174           |   | 463                         |   | —                                             |   | 15,463                                                |   | —                       |   | 463                                                                       |   | 15,463 |   | 15,926 |   | 6,295 |   | 11/89 |   | N/A |   | Note 6 |   |
|                                                                           |        |                  |        |                             |        |                                                    |        |                                                       |        |                              |        |                                                                           |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

IV-12

----

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                                |   |             |   | **Initial cost to Company** |   | **Costs capitalized subsequent****to acquisition** |   | **Gross amount at which carried  at close of period** |   |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|---------------------------------------------------------------------|--------|------------------|--------|-----------------------------|--------|----------------------------------------------------|--------|-------------------------------------------------------|--------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                                     |   | **Encumbrances** |   | **Land**                    |   | **Buildings and  improvements**                    |   | **Improvements**                                      |   | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Aon  Building I  Office Building  Baltimore, MD                     |   | $                | 8,424  |                        | $      | 650                                                |   | $                                                     | — |                         | $      | 15,227                                                                    |   | $ | — |   | $ | 650 |   | $ | 15,227 |   | $ | 15,877 |   | $ | 6,498 |   | 11/88 |   | N/A |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Centerpointe  Office Building  Baltimore, MD                        |   | 6,117            |   | 3,855                       |   | 11,302                                             |   | 414                                                   |   | —                       |   | 3,855                                                                     |   | 11,716 |   | 15,571 |   | 1,911 |   | 07/87 |   | 12/98 |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Sixty Columbia Corp Ctr  Office Building  Columbia, MD              |   | 13,790           |   | 1,050                       |   | —                                             |   | 14,090                                                |   | —                       |   | 1,050                                                                     |   | 14,090 |   | 15,140 |   | 1,832 |   | 02/99 |   | N/A |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Canyon Center  Office Building  Las Vegas, NV                       |   | 11,177           |   | 2,081                       |   | 7,161                                              |   | 5,516                                                 |   | —                       |   | 2,081                                                                     |   | 12,677 |   | 14,758 |   | 3,010 |   | 03/98 |   | N/A |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Schilling Plaza North  Office Building  Baltimore, MD               |   | 5,417            |   | 4,470                       |   | 8,059                                              |   | 2,240                                                 |   | —                       |   | 4,470                                                                     |   | 10,299 |   | 14,769 |   | 1,806 |   | 07/80 |   | 12/98 |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Canyon Center C&D  Office Building/Industrial  Las Vegas, NV    |   | 108              |   | 1,722                       |   | —                                             |   | 12,036                                                |   | —                       |   | 1,722                                                                     |   | 12,036 |   | 13,758 |   | 2,789 |   | 06/98 |   | N/A |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Thirty Columbia Corp Ctr  Office Building  Columbia, MD             |   | 8,053            |   | 1,160                       |   | —                                             |   | 12,370                                                |   | —                       |   | 1,160                                                                     |   | 12,370 |   | 13,530 |   | 5,917 |   | 04/86 |   | N/A |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Schilling Plaza South  Office Building  Baltimore, MD               |   | —           |   | 5,000                       |   | 7,402                                              |   | 979                                                   |   | —                       |   | 5,000                                                                     |   | 8,381 |   | 13,381 |   | 2,154 |   | 07/87 |   | 12/98 |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Crossing Business Center  Phase III  Office Building  Las Vegas, NV |   | 7,592            |   | 2,842                       |   | 1,416                                              |   | 8,033                                                 |   | —                       |   | 2,842                                                                     |   | 9,449 |   | 12,291 |   | 2,179 |   | 09/96 |   | N/A |   | Note 6 |   |
|                                                                |   |             |   |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| American City Building  Office Building  Columbia, MD               |   | —           |   | —                      |   | —                                             |   | 11,295                                                |   | —                       |   | —                                                                    |   | 11,295 |   | 11,295 |   | 9,781 |   | 03/69 |   | N/A |   | Note 6 |   |
|                                                                     |        |                  |        |                             |        |                                                    |        |                                                       |        |                              |        |                                                                           |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

IV-13

----

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                              |   |             |      | **Initial cost to Company** |   | **Costs capitalized subsequent****to acquisition** |   | **Gross amount at which carried  at close of period** |      |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|-------------------------------------------------------------------|--------|------------------|-----------|-----------------------------|--------|----------------------------------------------------|--------|-------------------------------------------------------|-----------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                                   |   | **Encumbrances** |      | **Land**                    |   | **Buildings and  improvements**                    |   | **Improvements**                                      |      | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Twenty Columbia Corp Ctr  Office Building  Columbia, MD           |   | $                | 3,590     |                        | $      | 927                                                |   | $                                                     | —    |                         | $      | 10,024                                                                    |   | $ | — |   | $ | 927 |   | $ | 10,024 |   | $ | 10,951 |   | $ | 5,571 |   | 06/81 |   | N/A |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 10000 W. Charleston Arbors  Office Building  Summerlin, NV        |   | 23,515           |      | 695                         |   | —                                             |   | 9,719                                                 |      | —                       |   | 695                                                                       |   | 9,719 |   | 10,414 |   | 2,663 |   | 05/99 |   | N/A |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 201 International Circle  Office Building  Baltimore, MD          |   | 3,546            |      | 5,464                       |   | 3,763                                              |   | 822                                                   |      | —                       |   | 5,464                                                                     |   | 4,585 |   | 10,049 |   | 1,049 |   | 07/82 |   | 12/98 |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Metro Plaza  Retail Center  Baltimore, MD                         |   | —           |      | 205                         |   | —                                             |   | 9,600                                                 |      | —                       |   | 205                                                                       |   | 9,600 |   | 9,805 |   | 5,482 |   | 10/56 |   | 12/82 |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Crossing Business Center  Phase I  Office Building  Las Vegas, NV |   | 6,763            |      | 1,326                       |   | 7,951                                              |   | 503                                                   |      | —                       |   | 1,326                                                                     |   | 8,454 |   | 9,780 |   | 1,901 |   | 12/94 |   | 06/96 |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Riverspark/Building 2  Office Building/Industrial  Columbia, MD   |   | 1,313            |      | 2,783                       |   | 6,594                                              |   | 286                                                   |      | —                       |   | 2,783                                                                     |   | 6,880 |   | 9,663 |   | 1,027 |   | 07/87 |   | 12/98 |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ten Columbia Corp Ctr  Office Building  Columbia, MD              |   | —           |      | 733                         |   | —                                             |   | 8,276                                                 |      | —                       |   | 733                                                                       |   | 8,276 |   | 9,009 |   | 4,469 |   | 09/81 |   | N/A |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 10190 Covington Cross  Office Building  Las Vegas, NV             |   | 6,366            |      | 1,257                       |   | 398                                                |   | 7,044                                                 |      | —                       |   | 1,257                                                                     |   | 7,442 |   | 8,699 |   | 1,372 |   | 12/97 |   | N/A |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Riverspark Building B  Industrial Building  Columbia, MD          |   | —           |      | 2,117                       |   | 2,545                                              |   | 3,366                                                 |      | —                       |   | 2,117                                                                     |   | 5,911 |   | 8,028 |   | 821 |   | 07/85 |   | 12/98 |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| USA Group  Office Building/Industrial  Las Vegas, NV              |   | 6,255            |      | 1,197                       |   | 4,880                                              |   | 1,557                                                 |      | —                       |   | 1,197                                                                     |   | 6,437 |   | 7,634 |   | 1,057 |   | 11/98 |   | N/A |   | Note 6 |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other properties and related investments                          |   | 119,129          |      | 53,888                      |   | 105,735                                            |   | 72,100                                                |      | —                       |   | 53,888                                                                    |   | 177,835 |   | 231,723 |   | 42,813 |   |   |   |   |   |   |   |
|                                                              |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total Operating Properties                                        |   | $                | 2,835,565 |                        | $      | 637,413                                            |   | $                                                     | 1,554,116 |                         | $      | 3,160,219                                                                 |   | $ | — |   | $ | 637,413 |   | $ | 4,714,335 |   | $ | 5,351,748 |   | $ | 897,277 |   |   |   |   |   |   |   |

 

IV-14

----

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                                        |   |             |   | **Initial cost to Company** |   | **Costs capitalized subsequent  to acquisition** |   | **Gross amount at which carried  at close of period** |   |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|-----------------------------------------------------------------------------|--------|------------------|--------|-----------------------------|--------|--------------------------------------------------|--------|-------------------------------------------------------|--------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                                             |   | **Encumbrances** |   | **Land**                    |   | **Buildings and  improvements**                  |   | **Improvements**                                      |   | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Properties in Development:                                                  |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Kendall Town Center  New Retail Center  Dade County, FL                     |   | $                | 22,750 |                        | $      | 31,860                                           |   | $                                                     | — |                         | $      | 23,443                                                                    |   | $ | — |   | $ | 31,860 |   | $ | 23,443 |   | $ | 55,303 |   | N/A |   | N/A |   | N/A |   | N/A |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The Shops at La Cantera  New Retail Center  San Antonio, TX                 |   | 4,461            |   | 17,371                      |   | —                                           |   | 27,184                                                |   | —                       |   | 17,371                                                                    |   | 27,184 |   | 44,555 |   | N/A |   | N/A |   | N/A |   | N/A |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Summerlin Center  New Retail Center  Summerlin, NV                          |   | 6,284            |   | 14,970                      |   | —                                           |   | 5,879                                                 |   | —                       |   | 14,970                                                                    |   | 5,879 |   | 20,849 |   | N/A |   | N/A |   | N/A |   | N/A |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Arizona Center  Developed/Developable Land  Under Master Lease  Phoenix, AZ |   | —           |   | 13,893                      |   | —                                           |   | —                                                |   | —                       |   | 13,893                                                                    |   | — |   | 13,893 |   | N/A |   | N/A |   | N/A |   | N/A |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fashion Show  Expansion  Las Vegas, NV                                      |   | —           |   | —                      |   | —                                           |   | 7,725                                                 |   | —                       |   | —                                                                    |   | 7,725 |   | 7,725 |   | N/A |   | N/A |   | N/A |   | N/A |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fashion Place  Expansion of Retail Center  Salt Lake City, UT               |   | —           |   | —                      |   | —                                           |   | 7,528                                                 |   | —                       |   | —                                                                    |   | 7,528 |   | 7,528 |   | N/A |   | N/A |   | N/A |   | N/A |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Coral Gables  Developable Land  Coral Gables, FL                            |   | —           |   | 7,469                       |   | —                                           |   | —                                                |   | —                       |   | 7,469                                                                     |   | — |   | 7,469 |   | N/A |   | N/A |   | N/A |   | N/A |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other Projects                                                              |   | —           |   | 1,020                       |   | —                                           |   | 8,731                                                 |   | —                       |   | 1,020                                                                     |   | 8,731 |   | 9,751 |   | N/A |   |   |   |   |   |   |   |
|                                                                        |   |             |   |                        |   |                                             |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total Properties in Development                                             |   | $                | 33,495 |                        | $      | 86,583                                           |   | $                                                     | — |                         | $      | 80,490                                                                    |   | $ | — |   | $ | 86,583 |   | $ | 80,490 |   | $ | 167,073 |   | N/A |   |   |   |   |   |   |   |

 

IV-15

----

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                              |   |             |    | **Initial cost to Company** |   | **Costs capitalized subsequent****to acquisition** |   | **Gross amount at which carried  at close of period** |   |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|-------------------------------------------------------------------|--------|------------------|---------|-----------------------------|--------|----------------------------------------------------|--------|-------------------------------------------------------|--------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                                   |   | **Encumbrances** |    | **Land**                    |   | **Buildings and  improvements**                    |   | **Improvements**                                      |   | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Properties Held for Sale                                          |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3800 Howard Hughes Pky  Office Building/Industrial  Las Vegas, NV |   | $                | 35,318  |                        | $      | 3,569                                              |   | $                                                     | 38,438 |                         | $      | 3,061                                                                     |   | $ | — |   | $ | 3,569 |   | $ | 41,499 |   | $ | 45,068 |   | $ | 11,806 |   | 11/86 |   | 06/96 |   | Note 6 |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3993 Howard Hughes Pky  Office Building  Las Vegas, NV            |   | 24,456           |    | 1,526                       |   | —                                             |   | 29,085                                                |   | —                       |   | 1,526                                                                     |   | 29,085 |   | 30,611 |   | 5,364 |   | 01/00 |   | N/A |   | Note 6 |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3773 Howard Hughes Pky  Office Building  Las Vegas, NV            |   | 20,364           |    | 1,739                       |   | 22,625                                             |   | 2,987                                                 |   | —                       |   | 1,739                                                                     |   | 25,612 |   | 27,351 |   | 5,224 |   | 11/95 |   | 06/96 |   | Note 6 |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3960 Howard Hughes Pky  Office Building  Las Vegas, NV            |   | 22,410           |    | 800                         |   | —                                             |   | 24,034                                                |   | —                       |   | 800                                                                       |   | 24,034 |   | 24,834 |   | 7,448 |   | 4/98 |   | N/A |   | Note 6 |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3930 Howard Hughes Pky  Office Building  Las Vegas, NV            |   | 3,600            |    | 3,108                       |   | 11,279                                             |   | 1,043                                                 |   | —                       |   | 3,108                                                                     |   | 12,322 |   | 15,430 |   | 4,411 |   | 12/94 |   | 06/96 |   | Note 6 |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3770 Howard Hughes Pky  Office Building  Las Vegas, NV            |   | 4,786            |    | 691                         |   | 8,010                                              |   | 2,805                                                 |   | —                       |   | 691                                                                       |   | 10,815 |   | 11,506 |   | 4,692 |   | 10/90 |   | 06/96 |   | Note 6 |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other properties and related investments                          |   | 1                |    | 6,197                       |   | —                                             |   | 12,690                                                |   | —                       |   | 6,197                                                                     |   | 12,690 |   | 18,887 |   | 2,235 |   |   |   |   |   |   |   |
|                                                              |   |             |    |                        |   |                                               |   |                                                  |   |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total Properties Held for Sale                                    |   | $                | 110,935 |                        | $      | 17,630                                             |   | $                                                     | 80,352 |                         | $      | 75,705                                                                    |   | $ | — |   | $ | 17,630 |   | $ | 156,057 |   | $ | 173,687 |   | $ | 41,180 |   |   |   |   |   |   |   |

 

IV-16

----

 

THE ROUSE COMPANY ANDSUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

(in thousands)

 
|                                                                           |   |             |      | **Initial cost to Company** |   | **Costs capitalized subsequent****to acquisition** |   | **Gross amount at which carried  at close of period** |      |                         |   | **Life on which  depreciation in  latest income  statement is  computed** |   |
|--------------------------------------------------------------------------------|--------|------------------|-----------|-----------------------------|--------|----------------------------------------------------|--------|-------------------------------------------------------|-----------|------------------------------|--------|---------------------------------------------------------------------------|--------|
| **Description**                                                                |   | **Encumbrances** |      | **Land**                    |   | **Buildings and  improvements**                    |   | **Improvements**                                      |      | **Carrying costs  (note 2)** |   | **Land**                                                                  |   | **Buildings and  improvements** |   | **Total** |   | **Accumulated  depreciation  and  amortization** |   | **Date of  completion  of  construction** |   | **Date  acquired** |   |   |
|                                                                           |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Investment Land and Land Held for Development and  Sale:                       |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                           |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Summerlin Land in Various Stages of Development  Summerlin, NV                 |   | $                | 21,006    |                        | $      | 74,029                                             |   | $                                                     | —    |                         | $      | 133,468                                                                   |   | $ | — |   | $ | 207,497 |   | $ | — |   | $ | 207,497 |   | N/A |   | N/A |   | 06/96 |   | N/A |   |
|                                                                           |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Columbia and Emerson  Land in Various Stages of Development  Howard County, MD |   | —           |      | 53,000                      |   | —                                             |   | 43,564                                                |      | —                       |   | 96,564                                                                    |   | — |   | 96,564 |   | N/A |   | N/A |   | 09/85 |   | N/A |   |
|                                                                           |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| West Houston  Land in Various Stages of Development  Houston, TX               |   | 57,372           |      | 86,502                      |   | —                                             |   | —                                                |      | —                       |   | 86,502                                                                    |   | — |   | 86,502 |   | N/A |   | N/A |   | 05/03 |   | N/A |   |
|                                                                           |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Canyon Springs  Land Held for Development  Riverside  County, CA               |   | —           |      | 12,872                      |   | —                                             |   | 11,029                                                |      | —                       |   | 23,901                                                                    |   | — |   | 23,901 |   | N/A |   | N/A |   | 07/89 |   | N/A |   |
|                                                                           |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other                                                                          |   | —           |      | —                      |   | —                                             |   | 202                                                   |      | —                       |   | 202                                                                       |   | — |   | 202 |   | N/A |   |   |   |   |   |   |   |
|                                                                           |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total Investment Land and Land Held for Development  and Sale                  |   | 78,378           |      | 226,403                     |   | —                                             |   | 188,263                                               |      | —                       |   | 414,666                                                                   |   | — |   | 414,666 |   | N/A |   |   |   |   |   |   |   |
|                                                                           |   |             |      |                        |   |                                               |   |                                                  |      |                         |   |                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                                                                          |   | $                | 3,058,373 |                        | $      | 968,029                                            |   | $                                                     | 1,634,468 |                         | $      | 3,504,677                                                                 |   | $ | — |   | $ | 1,156,292 |   | $ | 4,950,882 |   | $ | 6,107,174 |   | $ | 938,457 |   |   |   |   |   |   |   |
|                                                                                |        |                  |           |                             |        |                                                    |        |                                                       |           |                              |        |                                                                           |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

IV-17

----

 

Schedule III,continued

 

THE ROUSE COMPANY AND SUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

 

----

Notes:

 

(1)          Reference is made tonotes 1, 4 and 7 to the consolidated financial statements.  A notation of N/A within the date acquiredcolumn indicates properties that we owned at completion of construction.

 

(2)          Thedetermination of these amounts is not practicable and, accordingly, they areincluded in improvements.

 

(3)          Thechanges in total cost of properties for the years ended December 31, 2003,2002 and 2001 are as follows (in thousands):

 
|                                                |   | **2003** |      | **2002**  |   | **2001**  |   |
|-----------------------------------------------------|--------|----------|-----------|-----------|--------|-----------|--------|
|                                                |   |     |      |      |   |      |   |
| Balance at beginning of year                        |   | $        | 6,208,903 |      | $      | 4,862,384 |   | $ | 3,830,480 |   |
| Additions, at cost                                  |   | 314,102  |      | 308,044   |   | 316,729   |   |
| Cost of properties acquired                         |   | 295,341  |      | 1,494,898 |   | 802,720   |   |
| Cost of land sales                                  |   | (89,109  | )         | (78,719   | )      | (87,382   | )      |
| Retirements, sales and other dispositions           |   | (609,246 | )         | (302,532  | )      | (163      | )      |
| Provision for loss on operating properties (note 8) |   | (12,817  | )         | (75,172   | )      | —    |   |
| Balance at end of year                              |   | $        | 6,107,174 |      | $      | 6,208,903 |   | $ | 4,862,384 |   |

 

IV-18

----

 

Schedule III,continued

 

THE ROUSE COMPANY AND SUBSIDIARIES

Real Estate and Accumulated Depreciation (note 1)

December 31, 2003

 

----

Notes:

 

(4)          The changes inaccumulated depreciation and amortization for the years ended December 31,2003, 2002 and 2001 include accumulated depreciation of $41,180,000 in 2003that is presented net with properties held for sale in the consolidated balancesheet, and are as follows (in thousands):

 
|                                                                                                                           |   | **2003** |    | **2002** |   | **2001** |   |
|--------------------------------------------------------------------------------------------------------------------------------|--------|----------|---------|----------|--------|----------|--------|
|                                                                                                                           |   |     |    |     |   |     |   |
| Balance at beginning of year                                                                                                   |   | $        | 896,963 |     | $      | 820,622  |   | $ | 585,962 |   |
| Depreciation and amortization charged to operations                                                                            |   | 165,003  |    | 146,432  |   | 119,544  |   |
| Retirements, sales and other, net                                                                                              |   | (118,567 | )       | (37,042  | )      | 2,318    |   |
| Provision for loss on operating properties (note 8)                                                                            |   | (4,942   | )       | (33,049  | )      | —   |   |
| Accumulated depreciation on properties acquired from  The Rouse Company Incentive Compensation   Statutory Trust (note 7) |   | —   |    | —   |   | 112,798  |   |
| Balance at end of year                                                                                                         |   | $        | 938,457 |     | $      | 896,963  |   | $ | 820,622 |   |

 

(5)          The aggregate cost ofproperties for Federal income tax purposes is approximately $4,186,362,000 atDecember 31, 2003.

 

(6)          Reference is made tonote 1(c) to the consolidated financial statements for information related todepreciation.

 

(7)          Reference is made tonote 10 to the consolidated financial statements for information related to theacquisition of properties (majority financial interest ventures) from The RouseCompany Incentive Compensation Statutory Trust.

 

(8)          Costs and accumulateddepreciation and amortization are reduced by impairment losses on certainbuildings and improvements.  Referenceis made to notes 2 and 12 to the consolidated financial statements forinformation related to the losses.

 

IV-19

----

 

SIGNATURES

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 
| The Rouse  Company |                              |
|--------------------|-----------------------------------|
|               |                              |
|               |                              |
| By:                | /s/ Anthony W.  Deering           |   |   |
|               | Anthony W.  Deering               | March 9,  2004 |
|               | Chairman of the  Board, President |   |
|               | and  Chief Executive Officer      |   |
|                    |                                   |  |  |  |

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities and on the dates indicated.

 
| Principal  Executive Officer:                   |                |
|-------------------------------------------------|---------------------|
|                                            |                |
|                                            |                |
| /s/ Anthony W.  Deering                         |                |   |
| Anthony W.  Deering                             | March 9,  2004 |
| Chairman of the  Board, President               |                |
| and  Chief Executive Officer                    |                |
|                                            |                |
| Principal  Financial Officer:                   |                |
|                                            |                |
|                                            |                |
| /s/ Thomas J.  DeRosa                           |                |   |
| Thomas J. DeRosa                                | March 9,  2004 |
| Vice Chairman  and Chief Financial Officer      |                |
|                                            |                |
| Principal  Accounting Officer:                  |                |
|                                            |                |
|                                            |                |
| /s/ Melanie M.  Lundquist                       |                |   |
| Melanie M.  Lundquist                           | March 9,  2004 |
| Senior Vice  President and Corporate Controller |                |

 

IV-20

----

 

Board of Directors:

 

DavidH. Benson, Jeremiah E. Casey, Platt W. Davis, III, Anthony W. Deering,Rohit M. Desai, Bruce W. Duncan, Juanita T. James, Bert N. Mitchell,Roger W. Schipke, John G. Schreiber, Mark R. Tercek and Gerard J. M. Vlak.

 

 
| By:    | /s/ Anthony W.  Deering  |                |   |
|--------|--------------------------|---------------------|--------|
|   | Anthony W. Deering       | March 9,  2004 |
|   | For himself and  as      |                |
|   | Attorney-in-fact  for    |                |
|   | the above-named  persons |                |

 

IV-21

----

 

Exhibit Index

 
| **Exhibit No.** |   |                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.1             |   | Amended and Restated Articles of  Incorporation (the “Charter”) of The Rouse Company, dated May 27,  1988—incorporated by reference to the Exhibits to the Company’s Form 10-K  Annual Report for the fiscal year ended December 31, 1988 (SEC File  No. 001-11543).                                                                                              |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.2             |   | Articles of Amendment to the Charter of The  Rouse Company, which Articles of Amendment were effective January 10,  1991—incorporated by reference to the Exhibits to The Rouse Company’s Form  10-K Annual Report for the fiscal year ended December 31, 1990 (SEC File  No. 001-11543).                                                                                   |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.3             |   | Articles Supplementary to the Charter of  The Rouse Company, dated February 17, 1993—incorporated by  reference to the Exhibits to The Rouse Company’s Form 10-K Annual Report for  the fiscal year ended December 31, 1992 (SEC File No. 001-11543).                                                                                                             |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.4             |   | Articles Supplementary to the Charter of  The Rouse Company, dated September 26, 1994—incorporated by reference to  the Exhibits to The Rouse Company’s S-3 Registration Statement (No.  33-57707).                                                                                                                                                                              |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.5             |   | Articles Supplementary to the Charter of  The Rouse Company, dated December 27, 1994—incorporated by reference to  the Exhibits to The Rouse Company’s S-3 Registration Statement (No.  33-57707).                                                                                                                                                                               |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.6             |   | Articles Supplementary to the Charter of  The Rouse Company, dated June 5, 1996, relating to The Rouse  Company’s Increasing Rate Cumulative Preferred Stock, par value $0.01 per  share—incorporated by reference to the Exhibits to The Rouse Company’s S-3  Registration Statement (No. 333-20781).                                                                 |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.7             |   | Articles Supplementary to the Charter of  The Rouse Company, dated June 11, 1996, relating to The Rouse  Company’s 10.25% Junior Preferred Stock, 1996 Series, par value $0.01 per  share—incorporated by reference to the Exhibits to The Rouse Company’s Form  S-3 Registration Statement (No. 333-20781).                                                           |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.8             |   | Articles Supplementary to the Charter of  The Rouse Company, dated February 21, 1997, relating to The Rouse  Company’s Series B Convertible Preferred Stock, par value $0.01 per  share—incorporated by reference to the Exhibits to The Rouse Company’s  Current Report on Form 8-K, dated February 26, 1997  (SEC File No. 001-11543).                |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.9             |   | Articles Supplementary to the Charter of  The Rouse Company, dated February 24, 2000—incorporated by  reference to the Exhibits to The Rouse Company’s Current Report on Form 8-K,  dated February 29, 2000 (SEC File No. 001-11543).                                                                                                                                  |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.10            |   | Bylaws of The Rouse Company, as amended  dated January 30, 1997—incorporated by reference to the Exhibits to The  Rouse Company’s Form S-3 Registration Statement (No. 333-20781).                                                                                                                                                                                               |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.11            |   | Amendments to the Bylaws of The Rouse  Company, effective February 24, 2000—incorporated by reference to  the Exhibits to The Rouse Company’s Current Report on Form 8-K, dated  February 29, 2000 (SEC File No. 001-11543).                                                                                                                            |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.12            |   | Articles Supplementary to the Charter of  The Rouse Company, dated September 2, 2003,  amending the Articles Supplementary Designating The Rouse  Company’s Increasing Rate Cumulative Preferred Stock—incorporated by  reference to the Exhibits to The Rouse Company’s Form 10-Q/A for the quarterly  period ended September 30, 2003 (SEC File No. 001-11543). |

 

----

 
| **Exhibit No.** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.1            |   | The Rouse Company 1990 Stock Option  Plan—incorporated by reference to The Rouse Company’s definitive proxy  statement filed pursuant to Regulation 14A on April 12, 1990 (SEC File  No. 001-11543).                                                                                                                                                                                                                                                                                                |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.2            |   | Amendment to The Rouse Company 1990 Stock  Option Plan, effective as of May 12, 1994—incorporated by reference to  The Rouse Company’s Form 10-K Annual Report for the fiscal year ended  December 31, 1994 (SEC File No. 001-11543).                                                                                                                                                                                                                                                |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3            |   | The Rouse Company 1990 Stock Bonus  Plan—incorporated by reference to The Rouse Company’s definitive proxy  statement filed pursuant to Regulation 14A on April 12, 1990 (SEC File  No. 001-11543).                                                                                                                                                                                                                                                                                                      |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4            |   | The Rouse Company 1994 Stock Incentive  Plan—incorporated by reference to The Rouse Company’s definitive proxy  statement filed pursuant to Regulation 14A on April 5, 1994 (SEC File  No. 001-11543).                                                                                                                                                                                                                                                                                                   |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.5            |   | Amended and Restated Supplemental  Retirement Benefit Plan of The Rouse Company, made as of January 1, 1985  and further amended and restated as of September 24, 1992, March 4,  1994, and May 10, 1995—incorporated by reference to The Rouse Company’s Form  10-K Annual Report for the fiscal year ended December 31, 1995 (SEC File  No. 001-11543).                                                                                                                                 |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.6            |   | Contingent Stock Agreement, effective as of  January 1, 1996, by the Company in favor of and for the benefit of the  Holders and Representatives named therein—incorporated by reference to the  Exhibits to The Rouse Company’s Form S-4 Registration Statement (No.  333-1693).                                                                                                                                                                                                                        |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.7            |   | The Rouse Company Deferred Compensation  Plan for Outside Directors (Amended and Restated), dated as of May 23,  1996—incorporated by reference to The Rouse Company’s Form 10-K Annual Report  for the fiscal year ended December 31, 1996 (SEC File No. 001-11543).                                                                                                                                                                                                                                    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.8            |   | 1997 Stock Incentive Plan—incorporated by  reference to The Rouse Company’s definitive proxy statement filed pursuant to  Regulation 14A on March 14, 1997 (SEC File No. 001-11543).                                                                                                                                                                                                                                                                                                                     |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.9            |   | The Rouse Company Special Option Plan,  effective January 1, 1998—incorporated by reference to The Rouse  Company’s Form 10-K Annual Report for the year ended December 31, 1997  (SEC File No. 001-11543).                                                                                                                                                                                                                                                                                         |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.10           |   | Contribution Agreement, dated as of  February 1, 1999, among The Rouse Company of Nevada, Inc., HRD  Properties, Inc., Rouse-Bridgewater Commons, LLC, Rouse-Park Meadows Holding,  LLC, Rouse-Towson Town Center LLC, Bridgewater Commons Mall, LLC,  Rouse-Fashion Place, LLC, Rouse-Park Meadows LLC, Towson TC, LLC, TTC SPE,  LLC and Fourmall Acquisition, LLC—incorporated by reference to The Rouse  Company’s Current Report on Form 8-K dated February 1, 1999 (SEC File  No. 001-11543). |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.11           |   | Employment Agreement, dated  September 24, 1998, between The Rouse Company and Anthony W.  Deering—incorporated by reference to The Rouse Company’s Form 10-K Annual  Report for the fiscal year ended December 31, 1998 (SEC File No.  001-11543).                                                                                                                                                                                                                                            |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.12           |   | The Rouse Company 1999 Stock Incentive  Plan, made as of June 3, 1999 and amended and restated as of  February 22, 2001—incorporated by reference to The Rouse Company’s Form  10-Q Quarterly Report for the quarterly period ended June 30, 2001 (SEC  File No. 001-11543).                                                                                                                                                                                                                   |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.13           |   | Letter Agreement, dated July 12, 1999,  between The Rouse Company and Anthony W. Deering—incorporated by reference to  The Rouse Company’s Form 10-Q Quarterly Report for the quarterly period ended  September 30, 1999 (SEC File No. 001-11543).                                                                                                                                                                                                                                             |

 

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| **Exhibit  No.** |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.14            |   | Executive Agreement, dated October 25,  1999, between The Rouse Company and Daniel C. Van Epp—incorporated by  reference to The Rouse Company’s Form 10-K Annual Report for the fiscal year  ended December 31, 1999 (SEC File No. 001-11543).  The same Executive Agreement was entered  into with Duke S. Kassolis, Robert Minutoli and Alton J. Scavo.            |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.15            |   | Executive Agreement, dated  September 3, 2002, between The Rouse Company and Thomas John  DeRosa—incorporated by reference to The Rouse Company’s Form 10-Q Quarterly  Report for the quarterly period ended September 30, 2002 (SEC File No.  001-11543).                                                                                                                          |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.16            |   | Amendment to Employment Agreement, dated  March 31, 2003, between The Rouse Company and Anthony W. Deering, the  Company’s Chief Executive Officer, which amends the Employment Agreement  dated September 24, 1998–incorporated by reference to The Rouse  Company’s Form 10-Q Quarterly Report for the quarterly period ended  March 31, 2003 (SEC File No. 001-11543). |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.17            |   | Third Amended and Restated Unsecured  Revolving Credit Agreement, dated July 30, 2003, among The Rouse  Company, as Borrower, and certain banks–incorporated by reference to The  Rouse Company’s Form 10-Q Quarterly Report for the quarterly period ended  June 30, 2003 (SEC File No. 001-11543).                                                                                |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.1*            |   | Ratio of earnings to fixed charges                                                                                                                                                                                                                                                                                                                                                                      |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.2*            |   | Ratio of earnings to combined fixed charges  and Preferred stock dividend requirements                                                                                                                                                                                                                                                                                                                  |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 13*              |   | Annual report to security holders                                                                                                                                                                                                                                                                                                                                                                       |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 21*              |   | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                          |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 23*              |   | Consent of KPMG LLP, Independent Auditors                                                                                                                                                                                                                                                                                                                                                               |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 24*              |   | Power of Attorney                                                                                                                                                                                                                                                                                                                                                                                       |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.1*            |   | Certification Pursuant to Rule 13a – 14(a)  by Anthony W. Deering, Chairman of the Board, President and Chief Executive  Officer                                                                                                                                                                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.2*            |   | Certification Pursuant to Rule 13a – 14(a)  by Thomas J. DeRosa, Vice Chairman and Chief Financial Officer                                                                                                                                                                                                                                                                                         |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 32.1*            |   | Certification Pursuant to 18 U.S.C.  Section 1350 – Chief Executive Officer                                                                                                                                                                                                                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 32.2*            |   | Certification Pursuant to 18 U.S.C.  Section 1350 – Chief Financial Officer                                                                                                                                                                                                                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 99               |   | Additional Exhibits:                                                                                                                                                                                                                                                                                                                                                                                    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 99.1*            |   | Form 11-K Annual Report of The Rouse  Company Savings Plan for the year ended December 31, 2002                                                                                                                                                                                                                                                                                                    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 99.2*            |   | Factors affecting future operating results                                                                                                                                                                                                                                                                                                                                                              |

 

The Registrant agrees to furnish to the Securities and ExchangeCommission upon request a copy of any instrument with respect to long-term debtnot filed herewith as to which the total amount of securities authorizedthereunder does not exceed 10 percent of the total assets of the registrant andits subsidiaries on a consolidated basis.

 

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* filed herewith

 

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