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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

|ý                                          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITITES EXCHANGE ACT OF 1934 (FEE REQUIRED)   
|------------------------------------------ | --------------------------------------------------------------------------------------------------------
|For the Fiscal Year Ended December 31,2002
|or                                        
|o                                          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

Commission File No 0-1743

|LOGO(Exact name of registrant as specified in its charter)
|----------------------------------------------------------

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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 area code:(410) 992-6000

Securities
registered pursuant to Section 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                  
|Series B Convertible Preferred Stock (liquidation preference $50 per share) |  | 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 reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ý No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. 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 28, 2002, the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant (based on the closing price as
reported in The Wall Street Journal, Eastern Edition) was approximately $2,818,200,132.

As
of March 17, 2003, there were outstanding 87,273,362 shares of the registrant's common stock, par value 1¢, which is the only class of common stock of the
registrant.

Documents Incorporated by Reference

The specified portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2002 are incorporated by reference into Parts I, II and
IV.

Definitive
Proxy Statement to be filed pursuant to Regulation 14A on or before April 8, 2003 is incorporated by reference into Part III.

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Part I

Item 1. Business.

Item 1(a). General Development of Business.

The Rouse Company ("we," "Rouse" or "us") was incorporated as a business corporation under the laws of the State of Maryland in 1956. Our principal offices are
located at The Rouse Company Building, Columbia, Maryland 21044. Our telephone number is (410) 992-6000. Our website can be found on the Internet at
www.therousecompany.com.

We,
through our subsidiaries and affiliates, are engaged in the ownership, management, acquisition and development of income-producing properties and other real estate in the United
States, including retail centers, office and industrial buildings, mixed-use projects and community retail centers. We dispose of income-producing properties that are not consistent with
our business strategies and/or that are not meeting or are not considered to have the potential to continue to meet our investment criteria. We also develop and sell land, primarily in and around
Columbia, Maryland and the Las Vegas, Nevada metropolitan area for residential, commercial and industrial uses.

We
elected to be taxed as a real estate investment trust (REIT) pursuant to the Internal Revenue Code of 1986, as amended, effective January 1, 1998. In general, a corporation
that distributes at least 90% of its REIT taxable income to shareholders in any taxable year and complies with certain other requirements (relating primarily to the nature of its assets and the
sources of its revenues) is not subject to Federal income taxation to the extent of the income which it distributes. We believe that we met the qualifications for REIT status as of December 31,
2002 and intend to meet the qualifications in the future and to distribute at least 90% of our REIT taxable income (determined after taking into account any net operating loss deduction) to
shareholders in 2003 and subsequent years. In 2001, we elected to treat certain subsidiaries as Taxable REIT Subsidiaries (TRS), which are subject to Federal
and state income taxes. Except with respect to the TRS, we do not believe that we will be liable for significant income taxes at the Federal level or in most of the states in which we operate in
future years.

In
2001, we formed The Rouse Company LP, which we refer to as the "operating partnership". One of our wholly owned subsidiaries is the sole general partner and another wholly owned
subsidiary is currently the sole limited partner of the operating partnership. In December 2001, we began the process of transferring some of our assets to the operating partnership. As part of
this structuring process, as of December 30 and December 31, 2001, we merged or converted some of our corporate subsidiaries into single-member limited liability companies. As of
January 2, 2002, we contributed our interests in these limited liability companies to the operating partnership. This structure, which we refer to as an "UPREIT structure," is designed to allow
us to acquire properties in exchange for limited partnership interests in the operating partnership. Using the UPREIT structure, we could issue limited partnership interests of the operating
partnership to persons transferring properties to us who wish to defer taxes on the transfer, but who want to receive a right to convert their limited partnership interests into our stock at a future
date in a taxable transaction. We have agreed with lenders under some of our

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credit
facilities that, when and if the operating partnership issues limited partnership interests to unrelated persons in exchange for properties, the operating partnership will become jointly and
severally liable for all obligations under these credit facilities. Concurrently, we will cause the operating partnership to become jointly and severally liable for our obligations under all
outstanding public debt issued by Rouse.

Developments in 2002 and 2003

In January 2002, we, Simon Property Group, Inc. ("Simon") and Westfield America Trust ("Westfield") announced that affiliates of each (collectively,
the "Purchasers") entered into a Purchase Agreement with Rodamco North America N.V. ("Rodamco") to purchase substantially all of the assets of Rodamco for an aggregate purchase price of approximately
2.48 billion euros and the assumption of substantially all of Rodamco's liabilities. In connection with the Purchase Agreement, affiliates of the Purchasers entered into a Joint Purchase
Agreement that specified the assets each would acquire and set forth the basis upon which the portion of the aggregate purchase price to be paid to Rodamco by each Purchaser would be determined. On
May 3, 2002, the purchase closed.

The
primary assets we acquired include direct or indirect ownership interests in eight regional retail centers, leased primarily to national retailers, which we intend to continue to
operate, and are described below:

|Property                       |  | Interest
Acquired |  | Leasable
Mall
Square Feet |  | Department
Store
Square Feet |  | Location            
|------------------------------ |  | ----------------- |  | ------------------------- |  | ---------------------------- |  | --------------------
|Collin Creek (1)               |  | 70%               |  | 331,000                   |  | 790,000                      |  | Plano, TX           
|Lakeside Mall                  |  | 100%              |  | 516,000                   |  | 961,000                      |  | Sterling Heights, MI
|North Star (1)                 |  | 96%               |  | 435,000                   |  | 816,000                      |  | San Antonio, TX     
|Oakbrook Center (3)            |  | 47%               |  | 842,000                   |  | 1,425,000                    |  | Oakbrook, IL        
|Perimeter Mall (1), (4)        |  | 50%               |  | 502,000                   |  | 779,000                      |  | Atlanta, GA         
|The Streets at South Point (2) |  | 94%               |  | 590,000                   |  | 730,000                      |  | Durham, NC          
|Water Tower Place (3)          |  | 52%               |  | 310,000                   |  | 510,000                      |  | Chicago, IL         
|Willowbrook (1)                |  | 62%               |  | 500,000                   |  | 1,028,000                    |  | Wayne, NJ           

Notes:

Other
primary assets we acquired include a 100% interest in a parcel of land and building at Collin Creek that is leased to Dillard's department store and a 99% noncontrolling limited
partnership interest in an entity that leased land from us to redevelop a portion of Fashion Show (a retail center in Las Vegas, Nevada). The first phase of the redevelopment project

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opened
in November 2002 and we acquired the controlling interest in the limited partnership prior to the opening.

|The Purchasers also jointly acquired interests in several other assets, including:
|----------------------------------------------------------------------------------
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  

Our
share of these jointly held assets is 27.285%. The Purchasers intend to sell the interest in River Ridge, but plan to retain the other jointly held investments not previously sold.

We
paid approximately 605 million euros (approximately $546 million based on exchange rates then in effect) to Rodamco at closing. We also paid approximately
$269 million to retire some of the obligations of Rodamco and to pay our share of transaction costs. Our share of the debt secured by the operating properties in which we acquired interests was
approximately $675 million, including our share of debt of unconsolidated real estate ventures, and our share of subsidiary perpetual preferred stock assumed by the Purchasers was approximately
$24 million. In addition, we acquired a limited partnership interest in an entity that was redeveloping a portion of Fashion Show in Las Vegas, Nevada. Our share of the debt of this entity at
the time of acquisition was approximately $72 million. The debt encumbering jointly held assets totaled approximately $14 million. Our share of the purchase price was based on the
allocated prices of the properties that we acquired, directly or indirectly, our share of the jointly held assets and our share of Rodamco's obligations retired and the transaction expenses. The
aggregate purchase price was determined as a result of negotiations between Rodamco and the Purchasers; our portion of the aggregate purchase price was determined as a result of negotiations among the
Purchasers.

Funds
for payment of our portion of the purchase price were provided as follows (in millions):

Sale of Columbia community retail centers

$
111.1Sale of interest in Franklin Park


20.5Issuance of common stock in January and February 2002


279.3Borrowings under bridge loan facility


392.5Cash on hand


11.9Cash required

$
815.3


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

We
have a shelf registration statement for the sale of up to an aggregate of approximately $2.25 billion (based on the public offering price) of common stock, preferred stock and
debt securities. In January and February 2002, we issued 16.675 million shares of common stock for net proceeds of $456.3 million ($27.40 per share less issuance costs) under the
shelf registration statement. We used $279.3 million of the net proceeds to fund a portion of the acquisition costs of the assets from Rodamco. The remaining net proceeds were used primarily to
repay property debt secured by the Columbia community retail centers and to reduce credit facility borrowings.

In
September 2002, we issued $400 million of 7.20% Notes due in 2012 for net proceeds of $396.9 million under the shelf registration statement. We used approximately
$220.4 million of the net proceeds to repay a portion of the bridge loan facility. The remaining proceeds were used to reduce other corporate and property debt.

We
have issued approximately $1.22 billion in aggregate of common stock and debt securities under the shelf registration statement since 1998, with a remaining availability of
approximately $1.03 billion.

In
connection with the Rodamco purchase, we borrowed $392.5 million under a bridge loan facility provided by Banc of America Securities, LLC and Banc of America Mortgage Capital
Corporation. The facility provided for no additional availability and had an initial maturity of November 2002 which was extended to May 2003. We repaid the bridge loan facility during
2002 with a portion of the proceeds from the issuance of the 7.20% Notes, distribution proceeds from two unconsolidated real estate ventures, including Perimeter Mall described above, and proceeds
from borrowings under our revolving credit facility.

In
November 2002, we acquired our partners' controlling financial interests in entities that own Ridgedale Center, a regional retail center in suburban Minneapolis, Minnesota, and
Southland Center, a regional retail center in suburban Detroit, Michigan, for an aggregate purchase price of $215.8 million (cash of $63.1 million and assumption of our partners' share
of debt of $152.7 million). We owned 10% noncontrolling interests in these entities prior to this transaction and upon acquisition, our controlling financial interest is 100%. We used our
revolving credit facility to finance the acquisition.

In
March 2003, we agreed to sell interests in six retail centers in the Philadelphia metropolitan area. We also agreed to purchase a retail center in Delaware from an affiliate of
the purchaser. These transactions are expected to close in the second quarter of 2003. We expect to use the proceeds from the sales towards the purchase of the retail center in Delaware and to repay
property debt and borrowings under our revolving credit facility used for the acquisitions of the interests in Ridgedale Center and Southland Center. We expect to recognize gains in excess of
$100 million on the sales of these centers.

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Item 1(b). Financial Information About Industry Segments.

Information required by Item 1(b) is incorporated herein by reference to note 8 of the notes to consolidated financial statements included in the 2002
Annual Report to Shareholders.

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

Item 1(c). Narrative Description of Business.



At December 31, 2002, we owned, in whole or in part, and operated:



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The
activities involved in operating and managing retail centers include:





At December 31, 2002, we owned and managed:



The
activities involved in operating and managing office and other properties include:





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



I-6

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We
are an investor in and the development manager for a joint venture which developed the Village of Merrick Park, a mixed-use project in Coral Gables, Florida, that opened
in September 2002. We are redeveloping Fashion Show, in Las Vegas, Nevada. The first phase of this redevelopment opened in November 2002. We are also planning retail center expansions
and are pursuing new retail center development in San Antonio, Texas, Dade County, Florida and Summerlin, Nevada. In addition, we are developing new office and industrial buildings in Summerlin.



We are the developers of the master-planned communities of Columbia, Maryland and Summerlin, Nevada. Columbia is located in the Baltimore-Washington corridor and
encompasses approximately 18,000 acres. We own approximately 1,100 saleable acres of land in and around Columbia, including the adjacent communities of Emerson and Stone Lake. Summerlin is located
immediately north and west of Las Vegas and encompasses approximately 22,500 acres. We own approximately 6,500 saleable acres of land in Summerlin. We develop and sell land in both communities to
builders and other developers for residential, commercial and other uses. We may also develop some of this land for our own
purposes. We are an investor in a joint venture that is developing Fairwood, a new community in Prince George's County, Maryland. We are also holding for development an 87 acre parcel of land in
California.



In all aspects of our business pertaining to the ownership, management, acquisition, disposition or development of income-producing and other real estate, we
operate in highly competitive markets. With respect to the leasing and operation or management of developed properties, each project faces market competition from existing and future developments in
its geographical market area. We also face competition in and around Columbia, Maryland and Las Vegas, Nevada with respect to the development and sale of land for residential, commercial and
industrial uses. Competition exists with other developers over tenants to occupy income-producing real estate and with other developers over builders to purchase building lots for homes. Rental rates
and sales prices are affected by alternatives available to tenants and builders. Our profitability may be affected by our costs, such as acquisition costs, development expenses, financing and
insurance costs, and management costs, that could be higher than those of competitors.

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

Our
business is subject to Federal, state and local statutes and regulations relating to the protection of the environment. Future development opportunities may require additional
capital and other expenditures in order to comply with such statutes and regulations. It is impossible at this time to predict with any certainty the magnitude of any such expenditures or the
long-range effect, if any, on our operations. Compliance with such laws has had no material adverse effect on our operating results or competitive position in the past; we anticipate that
they will have no material adverse effect on our future operating results or competitive position in the industry.

None
of our operating segments depends upon a single customer or a few customers, the loss of which would have a materially adverse effect on the segment. No customer accounts 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 in our retail centers. Generally, higher levels of
customer traffic will result in higher tenant sales, a greater demand for space by other tenants and, as a result, more favorable leasing terms (including higher minimum rents) for our space.

Most
anchors own their buildings, the land under them and, in some cases, adjacent parking areas. Some anchors enter into long-term lease agreements at rates that are
generally lower than the rents charged to other tenants at the retail center. Accordingly, anchors do not provide a significant source of revenues in our operating results. Anchors typically enter
into reciprocal easement agreements that cover items such as operational matters, initial construction and future expansion.

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The
following table summarizes, as of December 31, 2002, our anchor sites and identifies the owners of the anchors and the name plates on their sites within our portfolio
(including our joint venture and managed properties):

|Owner/Name Plate            |                   | Locations         
|--------------------------- | ----------------- | ------------------
|May Company                 |                   |                   
|                            | Lord & Taylor     |                   
|                            | Strawbridge's     |                   
|                            | Hecht's           |                   
|                            | Foley's           |                   
|                            | Robinsons-May     |                   
|                            |                   |                   
|                            |                   | 28                
|                            |                   |                   
|JCPenney                    |                   | 21                
|Sears                       |                   | 19                
|Federated Department Stores |                   |                   
|                            | Macy's            |                   
|                            | Burdines          |                   
|                            | Bloomingdale's    |                   
|                            | Rich's            |                   
|                            |                   |                   
|                            |                   | 17                
|                            |                   |                   
|Dillard's                   |                   | 15                
|Target Corporation          |                   |                   
|                            | Marshall Field's  |                   
|                            | Mervyn's          |                   
|                            |                   |                   
|                            |                   | 11                
|                            |                   |                   
|Nordstrom                   |                   | 9                 
|Saks Incorporated           |                   |                   
|                            | Saks Fifth Avenue |                   
|                            | Younkers          |                   
|                            |                   |                   
|                            |                   | 5                 
|                            |                   |                   
|Boscov's                    |                   | 4                 
|Neiman Marcus               |                   | 3                 
|AMC Theatres                |                   | 3                 
|Other occupied sites        |                   | 9                 
|Other unoccupied sites      |                   | 8                 
|                            |                   |                   
|                            |                   | Total anchor sites
|                            |                   |                   

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As
of December 31, 2002, our largest tenants in terms of percentage of space leased in our retail centers (including our joint venture and managed properties) are as follows:

|Tenant                    |  | Percentage of
retail space leased
|------------------------- |  | ---------------------------------
|The Limited, Inc.         |  | 7.4%                             
|The Gap, Inc.             |  | 6.5%                             
|Venator Group             |  | 2.3%                             
|Spiegel, inc.             |  | 1.8%                             
|Abercrombie & Fitch, Inc. |  | 1.7%                             
|Casual Corner Group, Inc. |  | 1.4%                             
|Musicland Group, Inc.     |  | 1.2%                             
|Williams-Sonoma, Inc.     |  | 1.2%                             
|AE Stores Company         |  | 1.1%                             
|Borders Group, Inc.       |  | 1.1%                             

On
March 17, 2003, Spiegel, Inc. announced that it had filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Spiegel, Inc.
operates Eddie Bauer stores in several of our centers. We are uncertain as to whether or not Spiegel, Inc. will accept or reject existing leases at our centers. We believe, however, that the
space occupied by Eddie Bauer stores in our centers is of high quality and we are confident that we will be able to re-lease the space should Eddie Bauer cease to operate.

As
of December 31, 2002, our largest tenants in terms of percentage of space leased in our office properties are as follows:

|Tenant                      |  | Percentage of
office space leased
|--------------------------- |  | ---------------------------------
|Pinnacle West Capital Corp. |  | 6.7%                             
|Carefirst of Maryland       |  | 4.7%                             
|Bechtel SAIC Company, LLC   |  | 2.7%                             
|Highmark, Inc.              |  | 2.1%                             
|Snell & Wilmer, LLP         |  | 1.8%                             

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We
sell land in our community development projects for residential, commercial and other purposes. Sales for residential purposes are generally to 5-10 builders in each
community. In Summerlin, the most active purchasers of residential land were William Lyon Homes, Pulte Homes, KB Home and Woodside Homes. In 2002, sales to these four homebuilders accounted for 65% of
all residential sales in Summerlin. In and around Columbia (including Fairwood), the most active purchasers of residential land were Goodier Builders, Williamsburg Builders, Ryland Homes, Nu Homes and
Allan Homes. In 2002, sales to these five homebuilders accounted for 58% of all residential sales in our Maryland community development projects.

We
employed 3,453 full-time and part-time employees at December 31, 2002.

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

Not Applicable

Item 1(e). Available Information

Our website can be found on the Internet at www.therousecompany.com. The website contains information about us and our operations.
Copies of each of our filings with the SEC on Form 10-K, Form 10-Q and Form 8-K and all amendments to those reports can be viewed and
downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC by accessing
www.therousecompany.com, enteringInvestor Relationsinto the search engine and clicking Go, then clicking first onSEC
Filingsand then onClick here to continue on to
view SEC Filings.

Any
of the above documents, and any of our reports on Form 10-K, Form 10-Q and Form 8-K and all amendments to those reports, can
also be obtained in print by any shareholder who requests them by writing or telephoning David L. Tripp, Vice President and Director of Investor Relations and Corporate Communications, The Rouse
Company, 10275 Little Patuxent Parkway, Columbia, Maryland 21044-3456, Telephone: (410) 992-6000.

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Item 2. Properties.

We rent our headquarters building (approximately 127,000 square feet) in Columbia, Maryland under a lease which expires in 2003 with options for two
15-year renewal periods. The lease on the headquarters building is accounted for as a capital lease.

Information
regarding our operating properties is incorporated herein by reference to the "Projects of The Rouse Company" table on pages 65 through 67 of Exhibit 13 to this
Form 10-K. The ownership of substantially all properties is subject to mortgage financing. The table of projects includes properties managed by us for a fee. Excluding such managed
properties, certain of the remaining properties are subject to leases which provide an option to purchase (or repurchase) the property and/or to renew the leases for one or more renewal periods. The
years of expiration indicated below assume all options to extend the terms of leases are exercised. The operating properties subject to such leases in whole or part are as follows:

|Property                   |  | Nature of interest                 |  | Year of expiration
of lease    
|-------------------------- |  | ---------------------------------- |  | -------------------------------
|American City Building     |  | Leasehold and fee                  |  | 2020                           
|Arizona Center             |  | Leasehold                          |  | Various dates from 2017 to 2050
|Augusta Mall               |  | Leasehold                          |  | 2068                           
|Bayside Marketplace        |  | Leasehold by joint venture         |  | 2062                           
|Echelon Mall               |  | Leasehold                          |  | 2008                           
|Faneuil Hall Marketplace   |  | Leasehold                          |  | 2074                           
|Fashion Place Mall         |  | Leasehold                          |  | 2059                           
|The Gallery at Market East |  | Leasehold                          |  | 2082                           
|Governor's Square          |  | Leasehold                          |  | 2054                           
|Harborplace                |  | Leasehold                          |  | 2054                           
|Highland Mall              |  | Leasehold and fee by joint venture |  | 2070                           
|Hughes Center              |  | Leasehold                          |  | 2059                           
|The Jacksonville Landing   |  | Leasehold                          |  | 2057                           
|Mall St. Matthews          |  | Leasehold                          |  | 2053                           

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|Pioneer Place        |  | Leasehold                          |  | 2076
|-------------------- |  | ---------------------------------- |  | ----
|Plymouth Meeting     |  | Leasehold                          |  | 2063
|Riverwalk            |  | Leasehold and fee by joint venture |  | 2076
|South Street Seaport |  | Leasehold                          |  | 2031
|Westdale Mall        |  | Leasehold by joint venture         |  | 2035
|Westlake Center      |  | Leasehold                          |  | 2043

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Item 3. Legal Proceedings.

None.

I-14

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

None.

I-15

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Executive Officers of the Registrant.

The
executive officers of the Company as of March 17, 2003 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 |  | 58  |  | Chairman of the Board, President and Chief Executive Officer |  | 2/25/97
2/23/95
2/25/93                           |  | Chairman of the Board, President and Chief Executive Officer of the Company; formerly President and Chief Executive Officer of the Company                                                            
|Thomas J. DeRosa   |  | 45  |  | Vice Chairman and Chief Financial Officer                    |  | 9/3/02                                            |  | See Note                                                                                                                                                                                              
|Duke S. Kassolis   |  | 51  |  | Executive Vice President, Asset Management                   |  | 9/26/02
  7/1/99
9/23/93                          |  | 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    |  | 52  |  | Executive Vice President and Director, New Business          |  | 9/26/02
9/23/93                                   |  | Executive Vice President and Director, New Business; formerly Senior Vice President and Director of New Business of the Company                                                                       
|Alton J. Scavo     |  | 56  |  | Executive Vice President and Director, Development           |  | 9/26/02
9/23/93                                   |  | 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                  

|Notes: |  | Thomas J. DeRosa worked in the investment banking industry for more than 20 years before joining The Rouse Company. 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 The Rouse Company in September 2002 as
a Vice Chairman and Chief Financial Officer. Neither Alex. Brown & Sons nor Deutsche Bank are affiliated with The Rouse Company.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  | Jerome D. Smalley, Vice Chairman and Chief Operating Officer, retired from the Company on February 28, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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

There
is no arrangement or understanding between any of the above-listed officers and any other person pursuant to which any such officer was elected as an officer, except with respect to Anthony W.
Deering, who has an employment contract with us.

None
of the above-listed officers has any family relationship with any director or other executive officer.

I-16

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Part II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.



Item 6. Selected Financial Data.



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



Item 7A. Quantitative and Qualitative Disclosures about Market Risk.



Item 8. Financial Statements and Supplementary Data.



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



II-1

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Part III

Information called for by Item 10 regarding executive officers is contained in Part I to this filing. Information regarding securities authorized for
issuance under equity compensation plans (called for by Item 12) and controls and procedures (called for by Item 14) is provided below. Other information required by Items 10, 11, 12 and
13 is incorporated herein by reference from the definitive proxy statement that we intend to file pursuant to Regulation 14A on or before April 8, 2003.

Item 12. Securities authorized for issuance under equity compensation plans

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



The
following chart summarizes the outstanding options, the weighted-average price of outstanding options, and the remaining securities available for future issuance, at
December 31, 2002:

|Plan Category                                           |                                  | Number of Shares
of Common Stock
to be Issued Upon
Exercise of
Outstanding Options |           | Weighted-average
Exercise Price
of Outstanding Options |       | Remaining
Number of Shares
Available for Future
Issuance
|------------------------------------------------------- | -------------------------------- | ---------------------------------------------------------------------------------- | --------- | ------------------------------------------------------ | ----- | --------------------------------------------------------
|Equity compensation plans approved by shareholders:     |                                  |                                                                                    |           |                                                        |       |                                                         
|                                                        | 1990 Stock Bonus Plan            |                                                                                    | 182,764   |                                                        | $     | 21.10                                                   
|                                                        | 1994 Stock Incentive Plan        |                                                                                    | 686,303   |                                                        |       | 24.30                                                   
|                                                        | 1997 Stock Incentive Plan        |                                                                                    | 3,893,216 |                                                        |       | 27.47                                                   
|                                                        | 2001 Stock Incentive Plan        |                                                                                    | 1,359,645 |                                                        |       | 29.03                                                   
|                                                        |                                  |                                                                                    |           |                                                        |       |                                                         
|                                                        |                                  | 6,121,928                                                                          |           |                                                        | 27.27 |                                                         
|                                                        |                                  |                                                                                    |           |                                                        |       |                                                         
|Equity compensation plans not approved by shareholders: |                                  |                                                                                    |           |                                                        |       |                                                         
|                                                        | 1999 Stock Incentive Plan (note) |                                                                                    | 4,002,076 |                                                        |       | 25.87                                                   
|                                                        |                                  |                                                                                    |           |                                                        |       |                                                         
|                                                        |                                  | Total                                                                              |           | 10,124,004                                             |       | $                                                       
|                                                        |                                  |                                                                                    |           |                                                        |       |                                                         

|Note: |  | The 1999 Stock Incentive plan was authorized by the Board of Directors in June 1999. Under the plan, 7,000,000 shares of common stock are allowed to be issued pursuant to the exercise of stock options or the issuance
of stock awards. All options granted under this plan are non-qualified options for purposes of the Internal 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 described above. Options may be granted under the plan until June 3, 2009.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

III-1

---

Item 14. Controls and Procedures.



III-2

---





Part IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-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 (see SEC File No. 0-1743).                                 
|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 (see SEC File No. 0-1743).            
|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 (see SEC File
No. 0-1743).                                               
|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).
|            |  |                                                                                                                                                                                                                                                                                                   

IV-1

---

|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 (see SEC File No. 0-1743).
|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 (see SEC File
No. 0-1743).                                                                                                 
|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 (see SEC File
No. 0-1743).                                                                                                          
|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 (see SEC File No. 0-1743).                                                                                                                                  
|10.2 |  | mendment 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 (see SEC File
No. 0-1743).                                                                                                  
|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 (see SEC File No. 0-1743).                                                                                                                                   
|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 (see SEC File No. 0-1743).                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                     

IV-2

---

|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 (see SEC File No. 0-1743).                                                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                          
|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                                                                                                          
|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                                                                                    
|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 (see SEC File
No. 0-1743).
|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 (see SEC File
No. 0-1743).                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

IV-3

---

|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 (see SEC File No. 0-1743).                                                                                                                                                         
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 (see SEC File
No. 0-1743).                                                                                                                                                                                  
|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 (see SEC File
No. 0-1743). The same Executive Agreement was entered into with Jeffrey H. Donahue, Duke S. Kassolis, Douglas A. McGregor, Robert Minutoli, Robert D. Riedy, Alton J. Scavo and Jerome D. Smalley.
|10.15 |  | Letter agreement, dated August 20, 2002, between The Rouse Company and Jeffrey H. Donahueincorporated by reference to The Rouse Company's Form 10-Q Quarterly Report for the quarterly period ended September 30, 2002 (see SEC File
No. 0-1743).                                                                                                                                                                                
|10.16 |  | 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 (see SEC
File No. 0-1743).                                                                                                                                                                           
|10.17 |  | Letter agreement, dated September 12, 2002, between The Rouse Company and Douglas A. McGregorincorporated by reference to The Rouse Company's Form 10-Q Quarterly Report for the quarterly period ended September 30, 2002 (see SEC
File No. 0-1743).                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   

IV-4

---

|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                                                                                                     
|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                                                                            
|99.3* |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

---

IV-5

---



The Rouse Company        Index to Financial Statements and Schedules

|                             |                                                                                                                     | Page
|---------------------------- | ------------------------------------------------------------------------------------------------------------------- | ----
|Independent Auditors' Report |                                                                                                                     | IV-7
|Financial Statements:        |                                                                                                                     |     
|                             | Included on pages 1 through 41 of Exhibit 13 incorporated herein by reference:                                      |     
|                             | Consolidated Balance Sheets at December 31, 2002 and 2001                                                           |     
|                             | Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2002, 2001 and 2000 |     
|                             | Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2002, 2001 and 2000     |     
|                             | Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000                          |     
|                             | Notes to Consolidated Financial Statements                                                                          |     
|Schedules:                   |                                                                                                                     |     
|                             | Schedule II Valuation and Qualifying Accounts                                                                       |     
|                             | Schedule III Real Estate and Accumulated Depreciation                                                               |     

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

IV-6

---



INDEPENDENT AUDITORS' REPORT

The
Board of Directors and Shareholders
The Rouse Company:

We
have audited the consolidated financial statements of The Rouse Company and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated
financial statements, we have also audited the financial statement schedules as listed in the accompanying index. These consolidated financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Rouse Company and subsidiaries as of
December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2002, in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedules referred to above, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As
discussed in note 1(a) to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, and the provisions related to the rescission of SFAS No. 4 of SFAS No. 145,Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections, in 2002.

Baltimore,
Maryland
February 20, 2003,
    except as to note 18,
    which is as of March 7, 2003

IV-7

---



Schedule II

THE ROUSE COMPANY AND SUBSIDIARIES  Valuation and Qualifying Accounts  Years ended December 31, 2002, 2001 and 2000  (in thousands)

|                              |                                        |  |   | Additions |  |   |       | 
|----------------------------- | -------------------------------------- |  | - | --------- |  | - | ----- | 
|
|Year ended December 31, 2002: |                                        |  |   |           |  |   |       | 
|                              | Allowance for doubtful receivables     |  | $ | 27,206    |  | $ | 9,059 | 
|                              |                                        |  |   |           |  |   |       | 
|                              | Deferred tax asset valuation allowance |  | $ | 6,076     |  | $ | 3,039 | 
|                              |                                        |  |   |           |  |   |       | 
|                              | Preconstruction                        |  | $ | 7,528     |  | $ | 6,967 | 
|                              |                                        |  |   |           |  |   |       | 
|Year ended December 31, 2001: |                                        |  |   |           |  |   |       | 
|                              | Allowance for doubtful receivables     |  | $ | 22,608    |  | $ | 8,992 | 
|                              |                                        |  |   |           |  |   |       | 
|                              | Deferred tax asset valuation allowance |  | $ |          |  | $ | 2,572 | 
|                              |                                        |  |   |           |  |   |       | 
|                              | Preconstruction                        |  | $ | 7,576     |  | $ | 5,434 | 
|                              |                                        |  |   |           |  |   |       | 
|Year ended December 31, 2000: |                                        |  |   |           |  |   |       | 
|                              | Allowance for doubtful receivables     |  | $ | 23,570    |  | $ | 6,683 | 
|                              |                                        |  |   |           |  |   |       | 
|                              | Preconstruction                        |  | $ | 5,247     |  | $ | 4,691 | 
|                              |                                        |  |   |           |  |   |       | 

Notes:

IV-8

---



Schedule III

THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (notes 1 and 8)
December 31, 2002
(in thousands)

|                                                    |  |   |         |  |   |        |  | Costs capitalized subsequent
to acquisition |         |  |   |         |  |   |   |  |   |        |  |   |         | 
|--------------------------------------------------- |  | - | ------- |  | - | ------ |  | ------------------------------------------- | ------- |  | - | ------- |  | - | - |  | - | ------ |  | - | ------- | 
|
|
|Operating Properties:                               |  |   |         |  |   |        |  |                                             |         |  |   |         |  |   |   |  |   |        |  |   |         | 
|Fashion Show
Retail Center
Las Vegas, NV            |  | $ | 206,118 |  | $ | 79,887 |  | $                                           | 120,347 |  | $ | 274,397 |  | $ |  |  | $ | 79,887 |  | $ | 394,744 | 
|North Star
Retail Center
San Antonio, TX            |  |   | 155,000 |  |   | 54,000 |  |                                             | 184,900 |  |   | 1,946   |  |   |  |  |   | 54,000 |  |   | 186,846 | 
|Lakeside Mall
Retail Center
Sterling Heights, MI    |  |   |        |  |   | 51,300 |  |                                             | 188,033 |  |   | 570     |  |   |  |  |   | 51,300 |  |   | 188,603 | 
|The Mall in Columbia
Retail Center
Columbia, MD     |  |   | 165,582 |  |   | 6,788  |  |                                             |        |  |   | 198,043 |  |   |  |  |   | 6,788  |  |   | 198,043 | 
|The Streets at South Point
Retail Center
Durham, NC |  |   | 134,586 |  |   | 18,266 |  |                                             | 153,182 |  |   | 19,293  |  |   |  |  |   | 18,266 |  |   | 172,475 | 
|Pioneer Place
Mixed-Use Project
Portland, OR        |  |   | 131,238 |  |   | 2,813  |  |                                             |        |  |   | 180,716 |  |   |  |  |   | 2,813  |  |   | 180,716 | 
|Willowbrook
Retail Center
Wayne, NJ                 |  |   | 177,016 |  |   | 56,654 |  |                                             | 121,583 |  |   | 2,193   |  |   |  |  |   | 56,654 |  |   | 123,776 | 
|Exton Square
Retail Center
Exton, PA                |  |   | 100,863 |  |   | 4,979  |  |                                             |        |  |   | 171,340 |  |   |  |  |   | 4,979  |  |   | 171,340 | 
|South Street Seaport
Retail Center
New York, NY     |  |   | 27,850  |  |   |       |  |                                             |        |  |   | 158,692 |  |   |  |  |   |       |  |   | 158,692 | 
|Ridgedale Center
Retail Center
Minneapolis, MN      |  |   | 105,000 |  |   | 20,216 |  |                                             | 134,829 |  |   | 356     |  |   |  |  |   | 20,216 |  |   | 135,185 | 
|Arizona Center
Mixed-Use Project
Phoenix, AZ        |  |   | 60,025  |  |   | 98     |  |                                             |        |  |   | 155,115 |  |   |  |  |   | 98     |  |   | 155,115 | 
|Woodbridge Center
Retail Center
Woodbridge, NJ      |  |   | 124,177 |  |   | 26,301 |  |                                             |        |  |   | 127,767 |  |   |  |  |   | 26,301 |  |   | 127,767 | 

IV-9

---

|Paramus Park
Retail Center
Paramus, NJ                     |  | $ | 99,939  |  | $ | 13,476 |  | $ |        |  | $ | 129,969 |  | $ |  |  | $ | 13,476 |  | $ | 129,969 |  | $ | 143,445 |  | $ | 24,386 |  | 03/74 |  | N/A   |  | Note 6
|---------------------------------------------------------- |  | - | ------- |  | - | ------ |  | - | ------- |  | - | ------- |  | - | - |  | - | ------ |  | - | ------- |  | - | ------- |  | - | ------ |  | ----- |  | ----- |  | ------
|Fashion Place
Retail Center
Salt Lake City, UT             |  |   | 69,620  |  |   | 19,379 |  |   | 119,715 |  |   | 2,645   |  |   |  |  |   | 19,379 |  |   | 122,360 |  |   | 141,739 |  |   | 9,113  |  | 03/72 |  | 10/98 |  | Note 6
|Beachwood Place
Retail Center
Cleveland, OH                |  |   | 112,760 |  |   | 10,673 |  |   |        |  |   | 130,939 |  |   |  |  |   | 10,673 |  |   | 130,939 |  |   | 141,612 |  |   | 22,004 |  | 08/78 |  | N/A   |  | Note 6
|Oviedo Marketplace
Retail Center
Orlando, FL               |  |   | 56,550  |  |   | 9,594  |  |   |        |  |   | 130,335 |  |   |  |  |   | 9,594  |  |   | 130,335 |  |   | 139,929 |  |   | 13,050 |  | 03/98 |  | N/A   |  | Note 6
|Owings Mills
Retail Center
Baltimore, MD                   |  |   |        |  |   | 21,639 |  |   |        |  |   | 117,107 |  |   |  |  |   | 21,639 |  |   | 117,107 |  |   | 138,746 |  |   | 21,359 |  | 07/86 |  | N/A   |  | Note 6
|Collin Creek
Retail Center
Plano, TX                       |  |   | 74,993  |  |   | 26,420 |  |   | 108,554 |  |   | 706     |  |   |  |  |   | 26,420 |  |   | 109,260 |  |   | 135,680 |  |   | 2,368  |  | 09/95 |  | 05/02 |  | Note 6
|Moorestown Mall
Retail Center
Moorestown, NJ               |  |   | 61,509  |  |   | 10,256 |  |   | 68,889  |  |   | 56,139  |  |   |  |  |   | 10,256 |  |   | 125,028 |  |   | 135,284 |  |   | 13,445 |  | 03/63 |  | 12/97 |  | Note 6
|Westlake Center
Mixed-Use Project
Seattle, WA              |  |   | 69,902  |  |   | 10,582 |  |   |        |  |   | 105,053 |  |   |  |  |   | 10,582 |  |   | 105,053 |  |   | 115,635 |  |   | 35,343 |  | 10/88 |  | N/A   |  | Note 6
|The Gallery at Harborplace
Mixed-Use Project
Baltimore, MD |  |   | 92,383  |  |   | 6,648  |  |   |        |  |   | 106,661 |  |   |  |  |   | 6,648  |  |   | 106,661 |  |   | 113,309 |  |   | 33,512 |  | 09/87 |  | N/A   |  | Note 6
|Mall St. Matthews
Retail Center
Louisville, KY             |  |   | 67,496  |  |   |       |  |   |        |  |   | 108,700 |  |   |  |  |   |       |  |   | 108,700 |  |   | 108,700 |  |   | 29,570 |  | 03/62 |  | N/A   |  | Note 6
|Bayside Marketplace
Retail Center
Miami, FL                |  |   | 71,057  |  |   |       |  |   |        |  |   | 102,129 |  |   |  |  |   |       |  |   | 102,129 |  |   | 102,129 |  |   | 26,813 |  | 04/87 |  | N/A   |  | Note 6
|Faneuil Hall Marketplace
Retail Center
Boston, MA          |  |   | 55,000  |  |   |       |  |   |        |  |   | 100,466 |  |   |  |  |   |       |  |   | 100,466 |  |   | 100,466 |  |   | 19,530 |  | 08/76 |  | N/A   |  | Note 6
|White Marsh
Retail Center
Baltimore, MD                    |  |   | 76,970  |  |   | 10,782 |  |   |        |  |   | 86,954  |  |   |  |  |   | 10,782 |  |   | 86,954  |  |   | 97,736  |  |   | 28,062 |  | 08/81 |  | N/A   |  | Note 6
|Governor's Square
Retail Center
Tallahassee, FL            |  |   | 66,864  |  |   |       |  |   |        |  |   | 85,628  |  |   |  |  |   |       |  |   | 85,628  |  |   | 85,628  |  |   | 18,965 |  | 08/79 |  | N/A   |  | Note 6
|Plymouth Meeting
Retail Center
Plymouth Meeting, PA        |  |   | 32,753  |  |   | 702    |  |   |        |  |   | 82,212  |  |   |  |  |   | 702    |  |   | 82,212  |  |   | 82,914  |  |   | 22,406 |  | 02/66 |  | N/A   |  | Note 6

IV-10

---

|Oakwood Center
Retail Center
Gretna, LA                           |  | $ | 51,194 |  | $ | 15,938 |  | $ |       |  | $ | 65,777 |  | $ |  |  | $ | 15,938 |  | $ | 65,777 |  | $ | 81,715 |  | $ | 17,374 |  | 10/82 |  | N/A   |  | Note 6
|----------------------------------------------------------------- |  | - | ------ |  | - | ------ |  | - | ------ |  | - | ------ |  | - | - |  | - | ------ |  | - | ------ |  | - | ------ |  | - | ------ |  | ----- |  | ----- |  | ------
|Augusta Mall
Retail Center
Augusta, GA                            |  |   | 54,460 |  |   | 4,697  |  |   |       |  |   | 76,839 |  |   |  |  |   | 4,697  |  |   | 76,839 |  |   | 81,536 |  |   | 12,047 |  | 08/78 |  | N/A   |  | Note 6
|Cherry Hill Mall
Retail Center
Cherry Hill, NJ                    |  |   | 74,248 |  |   | 14,767 |  |   |       |  |   | 64,938 |  |   |  |  |   | 14,767 |  |   | 64,938 |  |   | 79,705 |  |   | 26,246 |  | 10/61 |  | N/A   |  | Note 6
|Southland Center
Retail Center
Taylor, MI                         |  |   | 56,500 |  |   | 6,581  |  |   | 69,386 |  |   | 104    |  |   |  |  |   | 6,581  |  |   | 69,490 |  |   | 76,071 |  |   | 650    |  | 01/89 |  | 11/02 |  | Note 6
|Hulen Mall
Retail Center
Ft. Worth, TX                            |  |   | 60,720 |  |   | 7,575  |  |   |       |  |   | 67,035 |  |   |  |  |   | 7,575  |  |   | 67,035 |  |   | 74,610 |  |   | 16,849 |  | 08/77 |  | N/A   |  | Note 6
|Riverwalk
Retail Center
New Orleans, LA                           |  |   | 11,840 |  |   |       |  |   |       |  |   | 74,531 |  |   |  |  |   |       |  |   | 74,531 |  |   | 74,531 |  |   | 17,840 |  | 08/86 |  | N/A   |  | Note 6
|Harborplace
Retail Center
Baltimore, MD                           |  |   | 32,986 |  |   |       |  |   |       |  |   | 60,692 |  |   |  |  |   |       |  |   | 60,692 |  |   | 60,692 |  |   | 14,480 |  | 07/80 |  | N/A   |  | Note 6
|3800 Howard Hughes Pky
Office Building/
Industrial
Las Vegas, NV  |  |   | 36,235 |  |   | 3,622  |  |   | 38,438 |  |   | 4,116  |  |   |  |  |   | 3,622  |  |   | 42,554 |  |   | 46,176 |  |   | 10,663 |  | 11/86 |  | 06/96 |  | Note 6
|Blue Cross & Blue Shield
Building I
Office Building
Baltimore, MD |  |   | 20,831 |  |   | 1,000  |  |   |       |  |   | 44,377 |  |   |  |  |   | 1,000  |  |   | 44,377 |  |   | 45,377 |  |   | 14,528 |  | 07/89 |  | N/A   |  | Note 6
|Village of Cross Keys
Mixed-Use Project
Baltimore, MD             |  |   | 13,676 |  |   | 925    |  |   |       |  |   | 34,728 |  |   |  |  |   | 925    |  |   | 34,728 |  |   | 35,653 |  |   | 13,162 |  | 09/65 |  | N/A   |  | Note 6
|Westdale Mall
Retail Center
Cedar Rapids, IA                      |  |   | 21,164 |  |   | 655    |  |   | 30,495 |  |   | 2,590  |  |   |  |  |   | 655    |  |   | 33,085 |  |   | 33,740 |  |   | 4,135  |  | 07/79 |  | 10/98 |  | Note 6
|3993 Howard Hughes Pky
Office Building
Las Vegas, NV              |  |   | 24,868 |  |   | 1,526  |  |   |       |  |   | 30,083 |  |   |  |  |   | 1,526  |  |   | 30,083 |  |   | 31,609 |  |   | 4,579  |  | 01/00 |  | N/A   |  | Note 6
|Alexander & Alexander
Building II
Office Building
Baltimore, MD   |  |   | 16,114 |  |   | 1,000  |  |   |       |  |   | 27,302 |  |   |  |  |   | 1,000  |  |   | 27,302 |  |   | 28,302 |  |   | 10,252 |  | 09/87 |  | N/A   |  | Note 6
|3773 Howard Hughes Pky
Office Building
Las Vegas, NV              |  |   | 20,837 |  |   | 1,739  |  |   | 22,625 |  |   | 3,409  |  |   |  |  |   | 1,739  |  |   | 26,034 |  |   | 27,773 |  |   | 4,821  |  | 11/95 |  | 6/96  |  | Note 6
|Hunt Valley 75
Office Building
Hunt Valley, MD                    |  |   | 15,564 |  |   | 8,136  |  |   | 14,187 |  |   | 4,451  |  |   |  |  |   | 8,136  |  |   | 18,638 |  |   | 26,774 |  |   | 2,574  |  | 07/84 |  | 12/98 |  | Note 6
|3960 Howard Hughes Pky
Office Building
Las Vegas, NV              |  |   | 22,866 |  |   | 800    |  |   |       |  |   | 24,982 |  |   |  |  |   | 800    |  |   | 24,982 |  |   | 25,782 |  |   | 7,419  |  | 4/98  |  | N/A   |  | Note 6

IV-11

---

|Seventy Columbia Corp Ctr
Office Building
Columbia, MD             |  | $ | 20,717 |  | $ | 857   |  | $ |       |  | $ | 24,672 |  | $ |  |  | $ | 857   |  | $ | 24,672 |  | $ | 25,529 |  | $ | 8,473  |  | 06/92 |  | N/A   |  | Note 6
|------------------------------------------------------------------ |  | - | ------ |  | - | ----- |  | - | ------ |  | - | ------ |  | - | - |  | - | ----- |  | - | ------ |  | - | ------ |  | - | ------ |  | ----- |  | ----- |  | ------
|The Gallery at Market East
Retail Center
Philadelphia, PA          |  |   |       |  |   |      |  |   |       |  |   | 24,396 |  |   |  |  |   |      |  |   | 24,396 |  |   | 24,396 |  |   | 9,045  |  | 08/77 |  | N/A   |  | Note 6
|Mondawmin Mall
Retail Center
Baltimore, MD                         |  |   | 17,142 |  |   | 2,251 |  |   |       |  |   | 21,197 |  |   |  |  |   | 2,251 |  |   | 21,197 |  |   | 23,448 |  |   | 10,735 |  | 01/78 |  | N/A   |  | Note 6
|Senate Plaza
Office Building
Camp Hill, PA                         |  |   | 12,565 |  |   | 2,284 |  |   | 13,319 |  |   | 3,703  |  |   |  |  |   | 2,284 |  |   | 17,022 |  |   | 19,306 |  |   | 4,419  |  | 07/72 |  | 12/98 |  | Note 6
|Echelon Mall
Retail Center
Voorhees, NJ                            |  |   | 54,750 |  |   | 6,160 |  |   |       |  |   | 11,318 |  |   |  |  |   | 6,160 |  |   | 11,318 |  |   | 17,478 |  |   | 1,519  |  | 09/70 |  | N/A   |  | Note 6
|Blue Cross & Blue Shield
Building II
Office Building
Baltimore, MD |  |   | 7,598  |  |   | 1,000 |  |   |       |  |   | 16,433 |  |   |  |  |   | 1,000 |  |   | 16,433 |  |   | 17,433 |  |   | 5,032  |  | 08/90 |  | N/A   |  | Note 6
|3753/3763 Howard Hughes Pky
Office Building
Las Vegas, NV          |  |   | 9,841  |  |   | 3,844 |  |   | 12,018 |  |   | 1,438  |  |   |  |  |   | 3,844 |  |   | 13,456 |  |   | 17,300 |  |   | 2,947  |  | 10/91 |  | 6/96  |  | Note 6
|Forty Columbia Corp Ctr
Office Building
Columbia, MD               |  |   | 10,978 |  |   | 636   |  |   |       |  |   | 15,981 |  |   |  |  |   | 636   |  |   | 15,981 |  |   | 16,617 |  |   | 7,401  |  | 06/87 |  | N/A   |  | Note 6
|Alexander & Alexander
Building I
Office Building
Baltimore, MD     |  |   | 9,074  |  |   | 650   |  |   |       |  |   | 15,886 |  |   |  |  |   | 650   |  |   | 15,886 |  |   | 16,536 |  |   | 6,779  |  | 11/88 |  | N/A   |  | Note 6
|Fifty Columbia Corp Ctr
Office Building
Columbia, MD               |  |   | 11,390 |  |   | 463   |  |   |       |  |   | 15,866 |  |   |  |  |   | 463   |  |   | 15,866 |  |   | 16,329 |  |   | 6,282  |  | 11/89 |  | N/A   |  | Note 6
|3930 Howard Hughes Pky
Office Building
Las Vegas, NV               |  |   | 4,200  |  |   | 3,108 |  |   | 11,279 |  |   | 1,367  |  |   |  |  |   | 3,108 |  |   | 12,646 |  |   | 15,754 |  |   | 4,395  |  | 12/94 |  | 06/96 |  | Note 6
|Canyon Center C&D
Office Building/
Industrial
Las Vegas, NV        |  |   | 124    |  |   | 1,723 |  |   |       |  |   | 13,979 |  |   |  |  |   | 1,723 |  |   | 13,979 |  |   | 15,702 |  |   | 4,094  |  | 06/98 |  | N/A   |  | Note 6
|Centerpointe
Office Building
Baltimore, MD                         |  |   | 6,316  |  |   | 3,855 |  |   | 11,302 |  |   | 423    |  |   |  |  |   | 3,855 |  |   | 11,725 |  |   | 15,580 |  |   | 1,454  |  | 07/87 |  | 12/98 |  | Note 6
|Sixty Columbia Corp Ctr
Office Building
Columbia, MD               |  |   | 14,067 |  |   | 1,050 |  |   |       |  |   | 14,523 |  |   |  |  |   | 1,050 |  |   | 14,523 |  |   | 15,573 |  |   | 1,781  |  | 02/99 |  | N/A   |  | Note 6
|Canyon Center
Office Building
Las Vegas, NV                        |  |   | 11,531 |  |   | 2,081 |  |   | 7,161  |  |   | 5,235  |  |   |  |  |   | 2,081 |  |   | 12,396 |  |   | 14,477 |  |   | 2,352  |  | 03/98 |  | N/A   |  | Note 6

IV-12

---

|Schilling Plaza North
Office Building
Baltimore, MD              |  | $ | 7,539  |  | $ | 4,470 |  | $ | 8,059 |  | $ | 1,687  |  | $ |  |  | $ | 4,470 |  | $ | 9,746  |  | $ | 14,216 |  | $ | 1,220 |  | 07/80 |  | 12/98 |  | Note 6
|---------------------------------------------------------------- |  | - | ------ |  | - | ----- |  | - | ----- |  | - | ------ |  | - | - |  | - | ----- |  | - | ------ |  | - | ------ |  | - | ----- |  | ----- |  | ----- |  | ------
|Schilling Plaza South
Office Building
Baltimore, MD              |  |   | 5,596  |  |   | 5,000 |  |   | 7,402 |  |   | 1,326  |  |   |  |  |   | 5,000 |  |   | 8,728  |  |   | 13,728 |  |   | 1,842 |  | 07/87 |  | 12/98 |  | Note 6
|The Jacksonville Landing
Retail Center
Jacksonville, FL          |  |   | 10,000 |  |   |      |  |   |      |  |   | 13,307 |  |   |  |  |   |      |  |   | 13,307 |  |   | 13,307 |  |   | 164   |  | 06/87 |  | N/A   |  | Note 6
|3980 Howard Hughes Pky
Office Building
Las Vegas, NV             |  |   | 9,823  |  |   | 879   |  |   | 5,583 |  |   | 6,302  |  |   |  |  |   | 879   |  |   | 11,885 |  |   | 12,764 |  |   | 2,190 |  | 04/97 |  | 06/96 |  | Note 6
|Crossing Business Center
Phase III
Office Building
Las Vegas, NV |  |   | 7,826  |  |   | 2,842 |  |   | 1,416 |  |   | 8,466  |  |   |  |  |   | 2,842 |  |   | 9,882  |  |   | 12,724 |  |   | 2,281 |  | 09/96 |  | 06/96 |  | Note 6
|Thirty Columbia Corp Ctr
Office Building
Columbia, MD            |  |   | 8,234  |  |   | 1,160 |  |   |      |  |   | 11,016 |  |   |  |  |   | 1,160 |  |   | 11,016 |  |   | 12,176 |  |   | 5,760 |  | 04/86 |  | N/A   |  | Note 6
|3770 Howard Hughes Pky
Office Building
Las Vegas, NV             |  |   | 4,958  |  |   | 691   |  |   | 8,010 |  |   | 3,307  |  |   |  |  |   | 691   |  |   | 11,317 |  |   | 12,008 |  |   | 4,840 |  | 10/90 |  | 06/96 |  | Note 6
|American City Building
Office Building
Columbia, MD              |  |   |       |  |   |      |  |   |      |  |   | 11,630 |  |   |  |  |   |      |  |   | 11,630 |  |   | 11,630 |  |   | 9,921 |  | 03/69 |  | N/A   |  | Note 6
|Twenty Columbia Corp Ctr
Office Building
Columbia, MD            |  |   | 3,705  |  |   | 927   |  |   |      |  |   | 10,266 |  |   |  |  |   | 927   |  |   | 10,266 |  |   | 11,193 |  |   | 5,500 |  | 06/81 |  | N/A   |  | Note 6
|Inglewood Office II
Office Building
Landover, MD                 |  |   | 5,738  |  |   | 2,233 |  |   | 7,304 |  |   | 1,339  |  |   |  |  |   | 2,233 |  |   | 8,643  |  |   | 10,876 |  |   | 1,564 |  | 07/86 |  | 12/98 |  | Note 6
|10000 W. Charleston Arbors
Office Building
Summerlin, NV         |  |   | 23,757 |  |   | 695   |  |   |      |  |   | 9,732  |  |   |  |  |   | 695   |  |   | 9,732  |  |   | 10,427 |  |   | 2,104 |  | 05/99 |  | N/A   |  | Note 6
|201 International Circle
Office Building
Baltimore, MD           |  |   | 3,685  |  |   | 5,464 |  |   | 3,763 |  |   | 1,055  |  |   |  |  |   | 5,464 |  |   | 4,818  |  |   | 10,282 |  |   | 784   |  | 07/82 |  | 12/98 |  | Note 6
|Crossing Business Center
Phase I
Office Building
Las Vegas, NV   |  |   | 6,961  |  |   | 1,326 |  |   | 7,951 |  |   | 707    |  |   |  |  |   | 1,326 |  |   | 8,658  |  |   | 9,984  |  |   | 1,801 |  | 12/94 |  | 06/96 |  | Note 6
|Metro Plaza
Retail Center
Baltimore, MD                          |  |   |       |  |   | 202   |  |   |      |  |   | 9,605  |  |   |  |  |   | 202   |  |   | 9,605  |  |   | 9,807  |  |   | 5,116 |  | N/A   |  | 12/82 |  | Note 6
|Inglewood Office Center I
Office Building
Landover, MD           |  |   | 4,629  |  |   | 2,245 |  |   | 5,867 |  |   | 1,294  |  |   |  |  |   | 2,245 |  |   | 7,161  |  |   | 9,406  |  |   | 1,136 |  | 07/82 |  | 12/98 |  | Note 6

IV-13

---

|10190 Covington Cross
Office Building
Las Vegas, NV               |  | $ | 6,544     |  | $ | 1,257   |  | $ | 398       |  | $ | 7,750     |  | $ |  |  | $ | 1,257   |  | $ | 8,148     |  | $ | 9,405     |  | $ | 1,401   |  | 12/97 |  | 06/96 |  | Note 6
|----------------------------------------------------------------- |  | - | --------- |  | - | ------- |  | - | --------- |  | - | --------- |  | - | - |  | - | ------- |  | - | --------- |  | - | --------- |  | - | ------- |  | ----- |  | ----- |  | ------
|Riverspark 2/
Building 2
Office Building/
Industrial
Columbia, MD |  |   | 1,357     |  |   | 2,783   |  |   | 6,594     |  |   |          |  |   |  |  |   | 2,783   |  |   | 6,594     |  |   | 9,377     |  |   | 783     |  | 07/87 |  | 12/98 |  | Note 6
|Ten Columbia Corp Ctr
Office Building
Columbia, MD                |  |   |          |  |   | 733     |  |   |          |  |   | 8,346     |  |   |  |  |   | 733     |  |   | 8,346     |  |   | 9,079     |  |   | 4,290   |  | 09/81 |  | N/A   |  | Note 6
|USA Group
Office Building/Industrial
Las Vegas, NV                |  |   | 6,470     |  |   | 1,197   |  |   | 4,880     |  |   | 2,101     |  |   |  |  |   | 1,197   |  |   | 6,981     |  |   | 8,178     |  |   | 1,055   |  | 11/98 |  | 06/96 |  | Note 6
|Riverspark Building B
Industrial Building
Columbia, MD            |  |   | 2,805     |  |   | 2,117   |  |   | 2,545     |  |   | 3,330     |  |   |  |  |   | 2,117   |  |   | 5,875     |  |   | 7,992     |  |   | 577     |  | 07/85 |  | 12/98 |  | Note 6
|Other properties and related investments                          |  |   | 106,868   |  |   | 67,729  |  |   | 103,478   |  |   | 124,078   |  |   |  |  |   | 67,729  |  |   | 227,556   |  |   | 295,285   |  |   | 69,903  |  |       |  |       |  |       
|                                                                  |  |   |           |  |   |         |  |   |           |  |   |           |  |   |   |  |   |         |  |   |           |  |   |          
|Total Operating Properties                                        |  | $ | 3,346,142 |  | $ | 664,326 |  | $ | 1,603,492 |  | $ | 3,645,086 |  | $ |  |  | $ | 664,326 |  | $ | 5,248,578 |  | $ | 5,912,904 |  | $ | 981,676 |  |       |  |       |  |       
|                                                                  |  |   |           |  |   |         |  |   |           |  |   |           |  |   |   |  |   |         |  |   |           |  |   |          

IV-14

---



THE ROUSE COMPANY AND SUBSIDIARIES  Real Estate and Accumulated Depreciation (notes 1 and 8)  December 31, 2002  (in thousands)

|                                                                                  |  |   |           |  |   |         |  | Costs capitalized subsequent
to acquisition |           |  |   |           |  |   |   |  |   |           |  |   |           | 
|--------------------------------------------------------------------------------- |  | - | --------- |  | - | ------- |  | ------------------------------------------- | --------- |  | - | --------- |  | - | - |  | - | --------- |  | - | --------- | 
|
|
|
|Properties in Development:                                                        |  |   |           |  |   |         |  |                                             |           |  |   |           |  |   |   |  |   |           |  |   |           | 
|Fashion Show
Redevelopment of Retail Ctr
Las Vegas, NV                            |  | $ |          |  | $ |        |  | $                                           |          |  | $ | 45,952    |  | $ |  |  | $ |          |  | $ | 45,952    | 
|The Shops at La Cantera
New Retail Center
San Antonio, TX                         |  |   |          |  |   | 17,371  |  |                                             |          |  |   | 16,576    |  |   |  |  |   | 17,371    |  |   | 16,576    | 
|Kendall Town Center
New Retail Center
Dade County, FL                             |  |   |          |  |   |        |  |                                             |          |  |   | 29,114    |  |   |  |  |   |          |  |   | 29,114    | 
|Summerlin Center
New Retail Center
Summerlin, NV                                  |  |   | 6,457     |  |   | 14,970  |  |                                             |          |  |   | 4,158     |  |   |  |  |   | 14,970    |  |   | 4,158     | 
|Arizona Center
Developed/Developable Land
Under Master Lease
Phoenix, AZ          |  |   | 12,800    |  |   | 13,893  |  |                                             |          |  |   |          |  |   |  |  |   | 13,893    |  |   |          | 
|Fashion Place
Expansion of Retail Center
Salt Lake City, UT                       |  |   |          |  |   |        |  |                                             |          |  |   | 7,485     |  |   |  |  |   |          |  |   | 7,485     | 
|Coral Gables
Developed/Developable Land
Coral Gables, FL                          |  |   | 695       |  |   | 7,407   |  |                                             |          |  |   |          |  |   |  |  |   | 7,407     |  |   |          | 
|Other projects                                                                    |  |   | 135       |  |   | 1,635   |  |                                             |          |  |   | 17,653    |  |   |  |  |   | 1,635     |  |   | 17,653    | 
|                                                                                  |  |   |           |  |   |         |  |                                             |           |  |   |           |  |   |   |  |   |           |  |   |           | 
|Total Properties in Development                                                   |  | $ | 20,087    |  | $ | 55,276  |  | $                                           |          |  | $ | 120,938   |  | $ |  |  | $ | 55,276    |  | $ | 120,938   | 
|                                                                                  |  |   |           |  |   |         |  |                                             |           |  |   |           |  |   |   |  |   |           |  |   |           | 
|Investment Land and Land Held for Development and Sale:                           |  |   |           |  |   |         |  |                                             |           |  |   |           |  |   |   |  |   |           |  |   |           | 
|Summerlin Investment Land and Land in Various Stages of Development Summerlin, NV |  | $ | 69,577    |  | $ | 74,029  |  | $                                           |          |  | $ | 135,261   |  | $ |  |  | $ | 209,290   |  | $ |          | 
|Columbia and Emerson Land in Various Stages of Development Howard County, MD      |  |   |          |  |   | 53,000  |  |                                             |          |  |   | 35,476    |  |   |  |  |   | 88,476    |  |   |          | 
|Canyon Springs Land Held for Development Riverside County, CA                     |  |   |          |  |   | 12,872  |  |                                             |          |  |   | 11,014    |  |   |  |  |   | 23,886    |  |   |          | 
|Other                                                                             |  |   |          |  |   |        |  |                                             |          |  |   | 92        |  |   |  |  |   | 92        |  |   |          | 
|                                                                                  |  |   |           |  |   |         |  |                                             |           |  |   |           |  |   |   |  |   |           |  |   |           | 
|Total Investment Land And Land Held for Development and Sale                      |  |   | 69,577    |  |   | 139,901 |  |                                             |          |  |   | 181,843   |  |   |  |  |   | 321,744   |  |   |          | 
|                                                                                  |  |   |           |  |   |         |  |                                             |           |  |   |           |  |   |   |  |   |           |  |   |           | 
|Total                                                                             |  | $ | 3,435,806 |  | $ | 859,503 |  | $                                           | 1,603,492 |  | $ | 3,947,867 |  | $ |  |  | $ | 1,041,346 |  | $ | 5,369,516 | 
|                                                                                  |  |   |           |  |   |         |  |                                             |           |  |   |           |  |   |   |  |   |           |  |   |           | 

IV-15

---

Notes:

2002

2001

2000Balance at beginning of year

$
4,986,380

$
3,945,223

$
3,926,370Additions, at cost


347,464


330,211


220,364Cost of properties acquired


1,535,002


802,720


44,685Cost of land sales


(78,719
)

(87,382
)

Retirements, sales and other dispositions


(304,093
)

(4,392
)

(246,196
)Provision for loss on operating properties (note 9)


(75,172
)




Balance at end of year

$
6,410,862

$
4,986,380

$
3,945,223


2002

2001

2000Balance at beginning of year

$
888,615

$
635,551

$
549,005Depreciation and amortization charged to operations


162,922


133,542


96,529Retirements, sales and other, net


(36,813
)

778


(9,983
)Provision for loss on operating properties (note 9)


(33,048
)




Accumulated depreciation on properties acquired from The Rouse Company Incentive Compensation Statutory Trust (note 7)





118,744


Balance at end of year

$
981,676

$
888,615

$
635,551


IV-16

---



SIGNATURES

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

|The Rouse Company |                                                                                                     
|----------------- | ----------------------------------------------------------------------------------------------------
|By:               | /s/ANTHONY W. DEERINGAnthony W. Deering
Chairman of the Board, President and Chief Executive Officer
|                  |                                                                                                     

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

|Principal Executive Officer:                                                                        
|----------------------------------------------------------------------------------------------------
|/s/ANTHONY W. DEERINGAnthony W. Deering
Chairman of the Board, President and Chief Executive Officer
|Principal Financial Officer:                                                                        
|/s/THOMAS J. DEROSAThomas J. DeRosa
Vice Chairman and Chief Financial Officer                       
|Principal Accounting Officer:                                                                       
|/s/MELANIE M. LUNDQUISTMelanie M. Lundquist
Senior Vice President and Corporate Controller          

Board
of Directors:

David
H. Benson, Jeremiah E. Casey, Platt W. Davis, III, Anthony W. Deering, Rohit M. Desai, Juanita T. James, Hanne M. Merriman, Roger W. Schipke, John G. Schreiber, Mark R. Tercek and
Gerard J. M. Vlak.

|By: | /s/ANTHONY W. DEERINGAnthony W. Deering
For himself and as Attorney-in-fact for the above-named persons | March 26, 2003
|--- | ------------------------------------------------------------------------------------------------------- | --------------

IV-17

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I, Anthony W. Deering, certify that:





Date:
March 26, 2003

| |  | /s/ANTHONY W. DEERINGAnthony W. Deering
Chairman of the Board,
President and Chief Executive Officer
| |  | ----------------------------------------------------------------------------------------------------

IV-18

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I,
Thomas J. DeRosa, certify that:





Date:
March 26, 2003

| |  | /s/THOMAS J. DEROSAThomas J. DeRosa
Vice Chairman and Chief Financial Officer
| |  | -----------------------------------------------------------------------------

IV-19

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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 (see SEC File No. 0-1743).                                                                   
|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 (see SEC File No. 0-1743).                                              
|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 (see SEC File
No. 0-1743).                                                                                 
|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 (see SEC File No. 0-1743).
|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 (see SEC File
No. 0-1743).                                                                                                 
|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 (see SEC File
No. 0-1743).                                                                                                          
|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 (see SEC File No. 0-1743).                                                                                                                                  
|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 (see SEC File
No. 0-1743).                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                     

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|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                                                                                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                                                                                         
|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 (see SEC File No. 0-1743).                                                                                                                                        
|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                          
|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                                                                                                          
|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                                                                                    
|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 (see SEC File
No. 0-1743).
|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 (see SEC File
No. 0-1743).                                                                                                                                                                                                                                             
|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 (see SEC File No. 0-1743).                                                                                                                                                                                                                    
|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 (see SEC File
No. 0-1743).                                                                                                                                                                                                                                             
|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 (see SEC File
No. 0-1743). The same Executive Agreement was entered into with Jeffrey H. Donahue, Duke S. Kassolis, Douglas A. McGregor, Robert Minutoli, Robert D. Riedy, Alton J. Scavo and Jerome D. Smalley.                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|10.15 |  | Letter agreement, dated August 20, 2002, between The Rouse Company and Jeffrey H. Donahueincorporated by reference to The Rouse Company's Form 10-Q Quarterly Report for the quarterly period ended September 30, 2002 (see SEC File
No. 0-1743).     
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16 |  | 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 (see SEC
File No. 0-1743).
|10.17 |  | Letter agreement, dated September 12, 2002, between The Rouse Company and Douglas A. McGregorincorporated by reference to The Rouse Company's Form 10-Q Quarterly Report for the quarterly period ended September 30, 2002 (see SEC
File No. 0-1743). 
|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                                                                                                                                                                                                                                      
|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                                                                                                                                                                                                             
|99.3* |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Purusant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                 

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