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THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON MARCH 31, 1997 PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO 0-1743
THE ROUSE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 52-0735512
---------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 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:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------- ---------------------
Common Stock (par value 1c per share) New York Stock Exchange
- -------------------------------------
9 1/4% Cumulative Quarterly Income Preferred Securities New York Stock Exchange
- -------------------------------------------------------
Series B Convertible Preferred Stock
- ------------------------------------
(par value 1c 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 X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.__
As of March 17, 1997, there were outstanding 66,788,842 shares of the
registrant's common stock, par value 1c, which is the only class of common or
voting stock of the registrant. As of that date, the aggregate market value of
the shares of common stock held by nonaffiliates of the registrant (based on the
closing price as reported in The Wall Street Journal, Eastern Edition) was
----------------------------------------
approximately $1,943,623,000.
Documents Incorporated by Reference
The specified portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 1996 are incorporated by reference into Parts I, II and IV.
Definitive Proxy Statement to be filed pursuant to Regulation 14A on or before
April 4, 1997 is incorporated by reference into Part III.
PART I
------
Item 1. Business.
Item 1(a). General Development of Business.
The Rouse Company (the "Company") was incorporated as a business corporation
under the laws of the State of Maryland in 1956. Its principal offices are
located at The Rouse Company Building, Columbia, Maryland 21044. Its
telephone number is (410) 992-6000. The Company, through its subsidiaries
and affiliates, is engaged in (i) the ownership, management, acquisition and
development of income-producing and other real estate in the United States,
including retail centers, office buildings, mixed-use projects, community
retail centers and two hotels, and the management of one retail center in
Canada, and (ii) the development and sale of land to builders and other
developers, primarily around Columbia, Maryland, and Las Vegas, Nevada, for
residential, commercial and industrial uses.
DEVELOPMENTS IN 1996
On June 12, 1996, the Company completed the acquisition, through merger, of
The Hughes Corporation and Howard Hughes Properties, Limited Partnership
(collectively "Hughes") from the heirs of the late Howard R. Hughes, Jr. and
others (the "Hughes Owners"). The Hughes assets include: four large-scale,
master-planned business parks (three in Las Vegas and one in Los Angles); a
75 percent partnership interest in an 840,000 square foot regional shopping
center, Fashion Show Mall, located on the "Strip" in Las Vegas; a 22,500
acre master-planned, new community development project, Summerlin, which
extends from northwest Las Vegas west to the Spring Mountain Range; and a
number of other land parcels and commercial buildings in both Nevada and the
Los Angeles area.
The purchase price was approximately $549 million, comprised of $178 million
of common stock of the Company (7,742,884 shares valued at $23 per share)
and $371 million of debt and other liabilities (net of certain receivables
and other current assets acquired) incurred or assumed by the Company.
Additional shares of common stock, (or in certain circumstances, Increasing
Rate Cumulative Preferred Stock) of the Company may be issued to the Hughes
Owners based on the values of certain specified assets at various
"termination" dates over a 14-year period and net cash flows generated from
the development or sale of those assets prior to the termination dates
pursuant to terms of a Contingent Stock Agreement.
I-1
Item 1. Business, continued.
Item 1(b). Financial Information About Industry Segments.
Information required by Item 1(b) is incorporated herein by reference to note
11 of the notes to consolidated financial statements included in the 1996
Annual Report to Shareholders.
As noted in Item 1(a), the Company is a real estate company engaged in most
aspects of the real estate industry, including the management, acquisition
and development of income-producing and other properties, both retail and
commercial, community development and management, and land sales. These
business segments are further described below.
I-2
Item 1. Business, continued.
Item 1(c). Narrative Description of Business.
Operating Properties:
--------------------
As set forth in Item 2, at December 31, 1996, the 58 regional retail centers
owned, in whole or in part, or operated by subsidiaries or affiliates of the
Company, aggregated 43,721,000 square feet of leasable space, including
25,166,000 square feet owned by or leased to department stores and 147,000
square feet of office space. The activities involved in operating and
managing retail centers include: negotiating lease terms with present and
prospective tenants, identifying and attracting desirable new tenants,
conducting local market and consumer research, developing and implementing
short- and long-term merchandising and leasing programs, assisting tenants
in the presentation of their merchandise and the layout of their stores and
storefronts, and maintaining the buildings and common areas.
In conjunction with other partners or investors, the Company acquires
interests in completed retail centers, with the Company having management
responsibility and earning incentive fees including, in some instances,
equity interests in the centers. The Company also provides management
services for centers developed and owned by others under management
agreements that also provide for incentive fees and, in some instances,
equity interests in the centers. As of December 31, 1996, the Company
managed 17 such centers, which are included in the figures in the preceding
paragraph and aggregated 12,646,000 square feet of leasable space, 7,117,000
square feet of which was department store space.
The Howard Research And Development Corporation ("HRD", a wholly- owned
subsidiary of the Company) and its subsidiaries own and/or manage 14 office
and industrial buildings with 2,432,000 square feet of leasable space, 9
community retail centers with 868,000 square feet of leasable retail space
and other properties and additional commercial space, including the 289-room
Columbia Inn in Columbia, Maryland.
The Hughes Corporation ("Hughes", a wholly-owned subsidiary of the Company)
and its subsidiaries and affiliates own and/or manage 53 office and
industrial buildings with 3,209,000 square feet of leasable space, a
community retail center with 36,000 square feet of leasable space and other
properties in and around Las Vegas, Nevada and Los Angeles, California.
Other subsidiaries of the Company own and operate 5 mixed-use projects with a
total of 1,301,000 square feet of leasable retail space, 1,858,000 square
feet of leasable office space and the 148-room Cross Keys Inn located at The
Village of Cross
I-3
Item 1. Business, continued.
Keys in Baltimore, Maryland. Other subsidiaries of the Company own, in whole
or in part, 8 office buildings with a total of 1,098,000 square feet of
leasable office space. The Company also has a 5% interest in Rouse-Teachers
Properties, Inc., which owns 29 office/industrial buildings with 4,608,000
square feet of space and 303 acres of land. A wholly-owned affiliate of the
Company is responsible for the operation, management and development of all
buildings and land owned by Rouse-Teachers Properties, Inc.
Development:
-----------
The Company renovates and expands existing retail centers and develops
suburban and downtown retail centers, mixed-use projects and master-planned
business parks, primarily for ownership. In addition, the Company is capable
of serving as the master developer for certain mixed-use projects, with the
Company generally owning at least the retail component of such projects. The
activities involved in the development, renovation and expansion of retail
centers, mixed-use projects and master-planned business parks include:
initial market and consumer research, evaluating and acquiring land sites,
obtaining necessary public approvals, engaging architectural and engineering
firms to design the project, estimating development costs, developing and
testing pro forma operating statements, selecting a general contractor,
arranging construction and permanent financing, identifying and obtaining
department stores and other tenants, negotiating lease terms, negotiating
partnership and joint venture agreements and promoting new, renovated or
expanded retail centers, mixed-use projects and master-planned business
parks.
The Company and certain subsidiaries or affiliates are in the construction or
development stage of announced projects, primarily the construction of a new
retail center in Orlando, Florida, expansions of existing retail centers and
expansions of existing master-planned business parks in Las Vegas, Nevada.
Land Sales:
----------
HRD is the developing entity of Columbia, Maryland, which is located in the
Baltimore-Washington corridor. HRD owns approximately 2,000 developable
acres (1,741 saleable acres) of land in and around Columbia, and, through
its subsidiaries and affiliates, develops and sells this land to builders
and other developers for residential, commercial and industrial uses. Hughes
is the developing entity of Summerlin, Nevada, which is located immediately
north and west of Las Vegas. Hughes owns approximately 16,500 developable
acres(11,500 saleable acres) of land in Summerlin, and develops and sells
this land to builders and other developers for residential and commercial
I-4
Item 1. Business, continued.
uses. The Company may also retain some of this land for its own development
purposes. The Company, through its subsidiaries and affiliates, also is
presently involved in community development and related land sales elsewhere
in Maryland, and is developing for sale parcels of land elsewhere in Nevada
and California.
In all aspects of the Company's business pertaining to the ownership,
management, acquisition or development of income-producing and other real
estate, the Company operates 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. The Company competes with developers and other
buyers with respect to the acquisition of development sites or centers and
for financing opportunities in the money markets. The Company also faces
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.
Neither the Company's business, taken as a whole, nor any of its industry
segments, is seasonal in nature.
Federal, state and local statutes and regulations relating to the protection
of the environment have previously had no material effect on the Company's
business. Future development opportunities of the Company may involve
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 the Company's operations. Compliance with such laws has had no
material adverse effect on the operating results or competitive position of
the Company in the past; the Company anticipates that they will have no
material adverse effect on its future operating results or its competitive
position in the industry.
None of the Company's industry 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 percent or more of the consolidated
revenues of the Company.
The Company and its subsidiaries had 4,287 full-time and part-time employees
at December 31, 1996.
I-5
Item 2. Properties.
The Company leases its headquarters building (approximately 127,000 square
feet) in Columbia, Maryland for an initial term of 30 years 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 respecting the Company's operating properties is incorporated
herein by reference to the "Projects of The Rouse Company" table on pages 64
through 67 of Exhibit 13 to this Form 10-K. The ownership of virtually all
properties is subject to mortgage financing. The table of projects includes
retail centers managed by the Company for a fee as identified in notes (c)
and (d) to the table. Excluding such managed centers, 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 the leases are exercised. The properties
subject to such leases in whole or in part are as follows:
Year of
Nature of expiration
Property interest of lease
- -------- --------- -----------
Arizona Center Leasehold Various dates
from 2017 to
2050
Augusta Mall Leasehold 2068
Bayside Marketplace Leasehold by joint venture 2062
Columbia Mall, Inc. -
American City Building Leasehold and fee 2000
Columbia Mall, Inc. -
Columbia Cinema Leasehold and fee 2003
Columbia Mall, Inc. -
Exhibit Building Leasehold and fee 2012
Columbia Mall, Inc. -
Oakland Building Leasehold 2062
Echelon Mall Leasehold 2008
Faneuil Hall Marketplace Leasehold 2074
First National Bank Plaza Leasehold 2013
I-6
Item 2. Properties, continued.
Year of
Nature of expiration
Property interest of lease
-------- -------- ----------
Franklin Park Leasehold and fee by
joint venture 2024
The Gallery at Market East Leasehold 2082
Governor's Square Leasehold by joint venture 2054
Greengate Mall Leasehold 2070
Harborplace Leasehold 2054
Harundale Mall Leasehold and fee owned
jointly with others 2059
Highland Mall Leasehold and fee by
joint venture 2070
The Jacksonville Landing Leasehold 2057
Mall St. Matthews Leasehold 2053
Midtown Square Leasehold 2055
Pioneer Place Leasehold 2076
Plymouth Meeting Leasehold and fee 2063
Riverwalk Leasehold by joint venture 2076
St. Louis Union Station Leasehold 2060
South Street Seaport Leasehold 2031
Tampa Bay Center Leasehold and fee 2047
Westlake Center Leasehold by joint venture 2043
I-7
Item 3. Legal Proceedings.
None.
I-8
Item 4. Submission of Matters to a Vote of Security Holders.
None.
I-9
Directors and Executive Officers.
The executive officers of the Company as of March 31, 1997 are:
Present office and Date of election Business or professional
position with the or appointment to experience during the past
Executive Officer Age Company present office five years
- --------------------- --- ------------------------- ----------------- -----------------------------
Anthony W. Deering 52 Chairman of the Board, 2/25/97 Chairman of the Board,
President and 2/25/93 President and Chief Executive
Chief Executive Officer 2/23/95 Officer of the Company;
formerly President and Chief
Executive Officer of the
Company; President and Chief
Operating Officer of the
Company; and Executive Vice
President - Finance and
Administration and Chief
Financial Officer of the
Company
Jeffrey H. Donahue 50 Senior Vice-President, 9/23/93 Senior Vice-President and
Chief Financial Officer 9/23/93 Chief Financial Officer of the
and Director of the 8/17/93 Company and Director of the
Finance Division Finance Division; formerly
Vice-President and Treasurer
of the Company
John L. Goolsby 55 President and Chief 9/1/88 President and Chief Executive
Executive Officer of Officer of The Howard Hughes
The Howard Hughes Corporation
Corporation, a wholly
owned subsidiary of the
Company
Duke S. Kassolis 45 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of Office 8/17/93 Director of Office and Mixed-
and Mixed-Use Operations Use Operations of the Company;
formerly Vice-President and
Director of Office and
Commercial Properties of the
Company
I-10
Present office and Date of election Business or professional
position with the or appointment to experience during the past
Executive Officer Age Company present office five years
- --------------------- --- ------------------------- ----------------- -----------------------------
Paul I. Latta, Jr. 53 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of Retail 8/17/93 Director of Retail Operations
Operations of the Company; formerly Vice-
President and Associate
Division Director, Operating
Properties Division of the
Company
Douglas A. McGregor 54 Executive Vice-President 8/17/93 Executive Vice-President for
for Development and Development and Operations of
Operations the Company; formerly
Executive Vice-President -
Development and Director of
the Office and Community
Development Division of the
Company
Robert Minutoli 46 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of 8/17/93 Director of Acquisitions of
Acquisitions the Company; formerly Vice-
President for Development of
the Company
Robert D. Riedy 51 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of Retail 8/17/93 Director of Retail Leasing of
Leasing the Company; formerly Vice-
President for Development of
the Company
I-11
Present office and Date of election Business or professional
position with the or appointment to experience during the past
Executive Officer Age Company present office five years
- --------------------- --- ------------------------- ----------------- -----------------------------
Alton J. Scavo 50 Senior Vice-President, 9/23/93 Senior Vice-President and
Director of the 8/17/93 Director of the Community
Community Development Development Division of the
Division and General Company and General Manager of
Manager of Columbia Columbia; formerly Vice-
President and Associate
Director of the Community
Development Division of the
Company
Jerome D. Smalley 47 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of the 8/17/93 Director of the Commercial and
Commercial and Office Office Development Division of
Development Division the Company; formerly Vice-
President for Development
George L. Yungmann 54 Senior 9/23/93 Senior Vice-President and
Vice-President, 7/26/72 Controller of the Company and
Controller and 7/26/72 Director of the Controller's
Director of the Division; formerly Vice-
Controller's Division President, Controller and
Director of the Controller's
Division
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.
I-12
Directors and Executive Officers.
The executive officers of the Company as of March 31, 1997 are:
Present office and Date of election Business or professional
position with the or appointment to experience during the past
Executive Officer Age Company present office five years
- --------------------- --- ------------------------- ----------------- -----------------------------
None of the above-listed officers has any family relationship with any director
or other executive officer.
I-13
Part II
-------
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters.
Information required by Item 5 is incorporated herein by reference to
page 51 of Exhibit 13.
Item 6. Selected Financial Data.
Information required by Item 6 is incorporated herein by reference to
page 51 of Exhibit 13.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Information required by Item 7 is incorporated herein by reference to
pages 52 through 59 of Exhibit 13.
Item 8. Financial Statements and Supplementary Data.
Financial Statements required by Item 8 are set forth in the Index to
Financial Statements and Schedules on page IV-2.
Supplementary data required by Item 8 are incorporated herein by
reference to page 51 of Exhibit 13.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
II-1
Part III
--------
The information required by Items 10, 11, 12 and 13 (except that information
regarding executive officers called for by Item 10 that is contained in Part I)
is incorporated herein by reference from the definitive proxy statement that the
Company intends to file pursuant to Regulation 14A on or before April 4, 1997.
III-1
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) 1 and 2. Financial Statements and Schedules:
Reference is made to the Index to Financial Statements and
Schedules on page IV-2.
3. Exhibits: Reference is made to the Exhibit Index.
(b) Reports on Form 8-K:
None.
IV-1
THE ROUSE COMPANY AND SUBSIDIARIES
Index to Financial Statements and Schedules
Page
---------
Independent Auditors' Report IV-3
Report of Independent Real Estate Consultants included on
page 23 of Exhibit 13 incorporated herein by reference
Financial Statements:
The Rouse Company and Subsidiaries included on pages 24
through 50 of Exhibit 13 incorporated herein by
reference:
Consolidated Cost Basis and Current Value Basis
Balance Sheets at December 31, 1996 and 1995
Consolidated Cost Basis Statements of Operations
for the Years Ended December 31, 1996, 1995 and 1994
Consolidated Cost Basis Statements of Shareholders'
Equity for the Years Ended December 31, 1996, 1995
and 1994
Consolidated Cost Basis Statements of Cash Flows for
the Years Ended December 31, 1996, 1995 and 1994
Consolidated Current Value Basis Statements of
Changes in Revaluation Equity for the Years Ended
December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Schedules:
The Rouse Company and Subsidiaries as of December 31,
1996 or for the years ended December 31, 1996, 1995
and 1994:
Schedule II Valuation and Qualifying Accounts IV-4
Schedule III Real Estate and Accumulated Depreciation IV-5
All other schedules have been omitted as not applicable
or not required, or because the required information is
included in the consolidated financial statements or
notes thereto.
IV-2
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors and Shareholders
The Rouse Company:
We have audited the consolidated cost basis financial statements and the related
financial statement schedules of The Rouse Company and subsidiaries as listed in
the accompanying index. We have also audited the supplemental consolidated
current value basis financial statements listed in the 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 generally accepted auditing
standards. 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 cost basis financial statements referred to
above present fairly, in all material respects, the financial position of The
Rouse Company and subsidiaries as of December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedules,
when considered in relation to the basic consolidated cost basis financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
As more fully described in note 1 to the consolidated financial statements, the
supplemental consolidated current value basis financial statements referred to
above have been prepared by management to present relevant financial information
about The Rouse Company and its subsidiaries which is not provided by the cost
basis financial statements and are not intended to be a presentation in
conformity with generally accepted accounting principles. In addition, as more
fully described in note 1, the supplemental consolidated current value basis
financial statements do not purport to present the net realizable, liquidation
or market value of the Company as a whole. Furthermore, amounts ultimately
realized by the Company from the disposal of properties may vary from the
current values presented.
In our opinion, the supplemental consolidated current value basis financial
statements referred to above present fairly, in all material respects, the
information set forth therein on the basis of accounting described in note 1 to
the consolidated financial statements.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
February 25, 1997
IV-3
Schedule II
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years ended December 31, 1996, 1995 and 1994
Additions
------------------------
Balance at Charged to Charged to Balance at
beginning costs and other end of
Descriptions of year expenses accounts Deductions year
------------ ---------- ---------- ---------- ---------- ----------
(in thousands)
Year ended December 31, 1996:
Allowance for doubtful receivables $24,468 $ 3,688 $1,161 $1,164 (1) $28,153
======= ======= ======= ====== =======
Valuation allowance - properties held for sale $15,589 $25,825 $ $5,743 (2) $35,671
======= ======= ======= ====== =======
Preconstruction reserve $15,379 $ 2,700 $ - $1,762 (3) $16,317
======= ======= ======= ====== =======
Year ended December 31, 1995:
Allowance for doubtful receivables $25,124 $ 3,318 $ - $3,974 (1) $24,468
======= ======= ======= ====== =======
Valuation allowance - properties held for sale $ - $15,589 $ - $ - $15,589
======= ======= ======= ====== =======
Preconstruction reserve $14,109 $ 3,800 $ - $2,530 (3) $15,379
======= ======= ======= ====== =======
Year ended December 31, 1994:
Allowance for doubtful receivables $24,036 $ 5,185 $ - $4,097 (1) $25,124
======= ======= ======= ====== =======
Valuation allowance - properties held for sale $ - $ - $ - $ - $ -
======= ======= ======= ====== =======
Preconstruction reserve $12,822 $ 3,400 $ - $2,113 (3) $14,109
======= ======= ======= ====== =======
Notes:
(1) Balances written off as uncollectible.
(2) Allowance related to properties sold.
(3) Costs of unsuccessful projects written off.
IV-4
Schedule III
------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ----------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- -------------
(in thousands)
Operating Properties:
Woodbridge Center $135,835 $26,301 $ -- $117,092 $ --
Retail Center
Woodbridge, NJ
South Street Seaport 52,000 -- -- 141,248 --
Retail Center
New York, NY
Arizona Center 112,464 97 -- 138,871 --
Mixed-use project
Phoenix, AZ
Fashion Show Mall 76,786 28,908 104,741 833 --
Retail Center
Las Vegas, NV
Pioneer Place 97,140 -- -- 122,423 --
Mixed-use project
Portland, OR
Westlake Center 94,678 10,582 -- 101,758 --
Mixed-use project
Seattle, WA
The Gallery at 109,095 6,648 -- 103,554 --
Harborplace
Mixed-use project
Baltimore, MD
Owings Mills 61,000 13,408 -- 86,841 --
Retail Center
Baltimore, MD
Bayside Marketplace 83,850 -- -- 98,196 --
Retail Center
Miami, FL
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Operating Properties:
Woodbridge Center $26,301 $117,092 $143,393 $21,676 03/71 N/A Note 8
Retail Center
Woodbridge, NJ
South Street Seaport -- 141,248 141,248 24,641 07/83 N/A Note 8
Retail Center
New York, NY
Arizona Center 97 138,871 138,968 22,839 07/83 N/A Note 8
Mixed-use project
Phoenix, AZ
Fashion Show Mall 28,908 105,574 134,482 1,313 03/81 06/96 Note 8
Retail Center
Las Vegas, NV
Pioneer Place -- 122,423 122,423 20,104 03/90 N/A Note 8
Mixed-use project
Portland, OR
Westlake Center 10,582 101,758 112,340 21,779 10/88 N/A Note 8
Mixed-use project
Seattle, WA
The Gallery at 6,648 103,554 110,202 22,330 09/87 N/A Note 8
Harborplace
Mixed-use project
Baltimore, MD
Owings Mills 13,408 86,841 100,249 10,213 07/86 N/A Note 8
Retail Center
Baltimore, MD
Bayside Marketplace -- 98,196 98,196 16,382 04/87 N/A Note 8
Retail Center
Miami, FL
IV-5
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
Mall St. Matthews 72,797 -- -- 94,200 --
Retail Center
Louisville, KY
Paramus Park 70,353 13,475 -- 69,177 --
Retail Center
Paramus, NJ
White Marsh 57,576 2,627 -- 73,667 --
Retail Center
Baltimore, MD
Santa Monica Place -- 5,088 -- 68,079 --
Retail Center
Santa Monica, CA
Faneuil Hall Marketplace 54,412 -- -- 72,170 --
Retail Center
Boston, MA
Cherry Hill Mall 79,780 14,767 -- 56,729 --
Retail Center
Cherry Hill, NJ
Oakwood Center 54,576 14,750 -- 56,098 --
Retail Center
Gretna, LA
Hulen Mall 65,458 5,064 -- 64,712 --
Retail Center
Ft. Worth, TX
Riverwalk 10,433 -- -- 69,597 --
Retail Center
New Orleans, LA
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Mall St. Matthews -- 94,200 94,200 12,751 03/62 N/A Note 8
Retail Center
Louisville, KY
Paramus Park 13,475 69,177 82,652 6,687 03/74 N/A Note 8
Retail Center
Paramus, NJ
White Marsh 2,627 73,667 76,294 12,387 08/81 N/A Note 8
Retail Center
Baltimore, MD
Santa Monica Place 5,088 68,079 73,167 8,949 10/80 N/A Note 8
Retail Center
Santa Monica, CA
Faneuil Hall Marketplace -- 72,170 72,170 10,108 08/76 N/A Note 8
Retail Center
Boston, MA
Cherry Hill Mall 14,767 56,729 71,496 16,103 10/61 N/A Note 8
Retail Center
Cherry Hill, NJ
Oakwood Center 14,750 56,098 70,848 6,827 10/82 N/A Note 8
Retail Center
Gretna, LA
Hulen Mall 5,064 64,712 69,776 9,179 08/77 N/A Note 8
Retail Center
Ft. Worth, TX
Riverwalk -- 69,597 69,597 9,091 08/86 N/A Note 8
Retail Center
New Orleans, LA
IV-6
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
Augusta Mall 55,366 5,390 -- 63,065 --
Retail Center
Augusta, GA
St. Louis Union Station -- -- -- 66,987 --
Retail Center
St. Louis, MO
Echelon Mall 61,181 6,160 -- 54,234 --
Retail Center
Voorhees, NJ
The Mall in Columbia 24,308 4,788 -- 46,856 --
Retail Center
Columbia, MD
Beachwood Place 40,671 7,188 -- 40,971 --
Retail Center
Beachwood, OH
3800 Howard
Hughes Parkway 40,514 4,109 43,604 427 --
Office Building
Las Vegas, NV
Village of Cross Keys -- 1,100 -- 44,619 --
Mixed-use project
Baltimore, MD
Blue Cross &
Blue Shield Building I 35,437 1,000 -- 44,713 --
Office Building
Baltimore, MD
Harborplace 32,508 -- -- 44,806 --
Retail Center
Baltimore, MD
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- --------- -------- --------- -------- ----------
(in thousands)
Augusta Mall 5,390 63,065 68,455 5,739 08/78 N/A Note 8
Retail Center
Augusta, GA
St. Louis Union Station -- 66,987 66,987 16,454 08/85 N/A Note 8
Retail Center
St. Louis, MO
Echelon Mall 6,160 54,234 60,394 10,530 09/70 N/A Note 8
Retail Center
Voorhees, NJ
The Mall in Columbia 4,788 46,856 51,644 10,505 08/71 N/A Note 8
Retail Center
Columbia, MD
Beachwood Place 7,188 40,971 48,159 7,019 08/78 N/A Note 8
Retail Center
Beachwood, OH
3800 Howard
Hughes Parkway 4,109 44,031 48,140 849 11/86 06/96 Note 8
Office Building
Las Vegas, NV
Village of Cross Keys 1,100 44,619 45,719 15,501 09/65 N/A Note 8
Mixed-use project
Baltimore, MD
Blue Cross &
Blue Shield Building I 1,000 44,713 45,713 7,840 07/89 N/A Note 8
Office Building
Baltimore, MD
Harborplace -- 44,806 44,806 10,713 07/80 N/A Note 8
Retail Center
Baltimore, MD
IV-7
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ --------- --------- -------- --------
(in thousands)
The Jacksonville Landing 15,211 -- -- 34,444 --
Retail Center
Jacksonville, FL
Tampa Bay Center 47,281 920 -- 30,607 --
Retail Center
Tampa, FL
Gateway Commerce Center #20 -- 6,200 -- 23,497 --
Industrial Building
Columbia, MD
North Star -- 168 -- 28,050 --
Retail Center
San Antonio, TX
Plymouth Meeting 14,352 702 -- 27,312 --
Retail Center
Montgomery County, PA
Exton Square 8,274 1,408 -- 26,490 --
Retail Center
Exton, PA
Governor's Square 27,787 -- -- 27,234 --
Retail Center
Tallahassee, FL
Alexander &
Alexander Building I 21,639 1,000 -- 24,507 --
Office Building
Baltimore, MD
Ryland Group Headquarters 21,000 856 -- 24,280 --
Office Building
Columbia, MD
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
The Jacksonville Landing -- 34,444 34,444 10,127 06/87 N/A Note 8
Retail Center
Jacksonville, FL
Tampa Bay Center 920 30,607 31,527 9,279 08/79 N/A Note 8
Retail Center
Tampa, FL
Gateway Commerce Center #20 6,200 23,497 29,697 4,509 N/A 08/93 Note 8
Industrial Building
Columbia, MD
North Star 168 28,050 28,218 7,282 09/60 N/A Note 8
Retail Center
San Antonio, TX
Plymouth Meeting 702 27,312 28,014 11,342 02/66 N/A Note 8
Retail Center
Montgomery County, PA
Exton Square 1,408 26,490 27,898 8,423 03/73 N/A Note 8
Retail Center
Exton, PA
Governor's Square -- 27,234 27,234 4,489 08/79 N/A Note 8
Retail Center
Tallahassee, FL
Alexander &
Alexander Building I 1,000 24,507 25,507 5,137 09/87 N/A Note 8
Office Building
Baltimore, MD
Ryland Group Headquarters 856 24,280 25,136 3,689 06/92 N/A Note 8
Office Building
Columbia, MD
IV-8
Schedule III, continue
----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
The Gallery at Market East -- -- -- 23,799 --
Retail Center
Philadelphia, PA
3773 Howard
Hughes Parkway 23,000 1,574 20,485 1,056 --
Office Building
Las Vegas, NV
Perimeter Mall -- -- -- 21,880 --
Retail Center
Atlanta, GA
Willowbrook 33,750 853 -- 20,943 --
Retail Center
Wayne, NJ
Franklin Park 24,500 653 -- 20,728 --
Retail Center
Toledo, OH
Columbia Inn -- 1,384 -- 19,187 --
Hotel
Columbia, MD
The Grand Avenue 8,542 -- -- 20,556 --
Retail Center
Milwaukee, WI
Mondawmin 5,795 2,251 -- 17,766 --
Retail Center
Baltimore, MD
RWD Building 11,456 2,596 -- 16,385 --
Office Building
Columbia, MD
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
The Gallery at Market East -- 23,799 23,799 6,579 08/77 N/A Note 8
Retail Center
Philadelphia, PA
3773 Howard
Hughes Parkway 1,574 21,541 23,115 274 11/95 06/96 Note 8
Office Building
Las Vegas, NV
Perimeter Mall -- 21,880 21,880 5,861 08/71 N/A Note 8
Retail Center
Atlanta, GA
Willowbrook 853 20,943 21,796 7,800 09/69 N/A Note 8
Retail Center
Wayne, NJ
Franklin Park 653 20,728 21,381 4,677 07/71 N/A Note 8
Retail Center
Toledo, OH
Columbia Inn 1,384 19,187 20,571 6,799 06/72 N/A Note 8
Hotel
Columbia, MD
The Grand Avenue -- 20,556 20,556 9,329 08/82 N/A Note 8
Retail Center
Milwaukee, WI
Mondawmin 2,251 17,766 20,017 6,121 01/78 N/A Note 8
Retail Center
Baltimore, MD
RWD Building 2,596 16,385 18,981 5,578 07/86 N/A Note 8
Office Building
Columbia, MD
IV-9
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
Blue Cross &
Blue Shield Building II 12,926 1,000 -- 16,559 --
Office Building
Baltimore, MD
Alexander &
Alexander Building II 12,278 650 -- 16,683 --
Office Building
Baltimore, MD
Highland Mall 6,634 13 -- 16,932 --
Retail Center
Austin, TX
3753/3763 Howard
Hughes Parkway 11,431 4,064 12,707 25 --
Office Building
Las Vegas, NV
Parkside 11,863 463 -- 15,196 --
Office Building
Columbia, MD
Gateway Commerce Center #2 -- 1,947 -- 12,379 --
Industrial Building
Columbia, MD
Midtown Square -- -- -- 14,226 --
Retail Center
Charlotte, NC
3930 Howard
Hughes Parkway 7,950 2,809 10,192 4 --
Office Building
Las Vegas, NV
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Blue Cross & 1,000 16,559 17,559 2,517 08/90 N/A Note 8
Blue Shield Building II
Office Building
Baltimore, MD
Alexander & 650 16,683 17,333 5,106 11/88 N/A Note 8
Alexander Building II
Office Building
Baltimore, MD
13 16,932 16,945 5,096 08/71 N/A Note 8
Highland Mall
Retail Center
Austin, TX
3753/3763 Howard 4,064 12,732 16,796 211 10/91 06/96 Note 8
Hughes Parkway
Office Building
Las Vegas, NV
463 15,196 15,659 3,052 11/89 N/A Note 8
Parkside
Office Building
Columbia, MD
1,947 12,379 14,326 2,113 N/A 08/93 Note 8
Gateway Commerce Center #2
Industrial Building
Columbia, MD
-- 14,226 14,226 9,658 10/59 N/A Note 8
Midtown Square
Retail Center
Charlotte, NC
3930 Howard 2,809 10,196 13,005 261 12/94 06/96 Note 8
Hughes Parkway
Office Building
Las Vegas, NV
IV-10
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ --------- --------- -------- --------
(in thousand)
30 Corporate Center 8,592 1,160 -- 11,578 --
Office Building
Columbia, MD
6601 Center Drive West 11,675 646 11,354 41 --
Office Building
Los Angeles, CA
Amdahl Building 3,573 927 -- 10,374 --
Office Building
Columbia, MD
Hickory Ridge
Village Center 9,341 907 -- 10,200 --
Village Center
Columbia, MD
American City Building -- -- -- 10,858 --
Office Building
Columbia, MD
Dorsey Search
Village Center 10,230 911 -- 9,893 --
Village Center
Columbia, MD
Montgomery Ward 6,440 695 8,257 23 --
Office/Industrial
Building
Las Vegas, NV
10 Corporate Center -- 753 -- 8,167 --
Office Building
Columbia, MD
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
30 Corporate Center 1,160 11,578 12,738 4,089 04/86 N/A Note 8
Office Building
Columbia, MD
6601 Center Drive West 646 11,395 12,041 187 12/91 06/96 Note 8
Office Building
Los Angeles, CA
Amdahl Building 927 10,374 11,301 4,171 06/81 N/A Note 8
Office Building
Columbia, MD
Hickory Ridge
Village Center 907 10,200 11,107 1,358 06/92 N/A Note 8
Village Center
Columbia, MD
American City Building -- 10,858 10,858 8,222 03/69 N/A Note 8
Office Building
Columbia, MD
Dorsey Search
Village Center 911 9,893 10,804 2,031 09/89 N/A Note 8
Village Center
Columbia, MD
Montgomery Ward 695 8,280 8,975 123 10/95 06/96 Note 8
Office/Industrial
Building
Las Vegas, NV
10 Corporate Center 753 8,167 8,920 3,422 09/81 N/A Note 8
Office Building
Columbia, MD
IV-11
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
Crossing Business
Center Phase I 8,073 1,221 7,322 28 --
Office Building
Las Vegas, NV
King's Contrivance
Village Center -- 1,072 -- 7,433 --
Village Center
Columbia, MD
3770 Howard
Hughes Parkway 5,750 659 7,633 147 --
Office Building
Las Vegas, NV
Metro Plaza 920 202 - 8,014 --
Retail Center
Baltimore, MD
Wilde Lake
Village Center -- 1,486 -- 6,116 --
Village Center
Columbia, MD
Plaza East 4,990 1,040 6,053 1 --
Office Building
Las Vegas, NV
Crossing Business
Center Phase II 5,780 332 6,750 (186) --
Office Building
Las Vegas, NV
First National Bank Plaza 5,410 -- -- 6,330 --
Office Building
Mt. Prospect, IL
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Crossing Business
Center Phase I 1,221 7,350 8,571 112 12/94 06/96 Note 8
Office Building
Las Vegas, NV
King's Contrivance
Village Center 1,072 7,433 8,505 2,344 06/86 N/A Note 8
Village Center
Columbia, MD
3770 Howard
Hughes Parkway 659 7,780 8,439 173 10/90 06/96 Note 8
Office Building
Las Vegas, NV
Metro Plaza 202 8,014 8,216 3,179 N/A 12/82 Note 8
Retail Center
Baltimore, MD
Wilde Lake
Village Center 1,486 6,116 7,602 2,871 07/67 N/A Note 8
Village Center
Columbia, MD
Plaza East 1,040 6,054 7,094 94 12/93 06/96 Note 8
Office Building
Las Vegas, NV
Crossing Business
Center Phase II 332 6,564 6,896 98 12/95 06/96 Note 8
Office Building
Las Vegas, NV
First National Bank Plaza -- 6,330 6,330 1,594 07/81 N/A Note 8
Office Building
Mt. Prospect, IL
IV-12
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
Crossing Business
Center Phase III 8,810 1,913 -- 4,374 --
Office Building
Las Vegas, NV
980 Kelly Johnson Drive 3,483 874 5,120 -- --
Office/Industrial
Building
Las Vegas, NV
420 Pilot Road -- 1,098 -- 4,845 --
Office/Industrial
Building
Las Vegas, NV
Joseph Square
Village Center 4,878 546 -- 5,345 --
Village Center
Columbia, MD
975 Kelly Johnson Drive 4,475 389 5,360 -- --
Office/Industrial
Building
Las Vegas, NV
6590 Bermuda Road 2,583 1,562 3,970 -- --
Office/Industrial
Building
Las Vegas, NV
950 Pilot Road 2,079 883 4,608 -- --
Office/Industrial
Building
Las Vegas, NV
Raytheon Building -- 344 4,977 -- --
Office/Industrial
Building
Las Vegas, NV
Plaza West 4,662 174 4,792 -- --
Office Building
Las Vegas, NV
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Crossing Business
Center Phase III 1,913 4,374 6,287 62 09/96 06/96 Note 8
Office Building
Las Vegas, NV
980 Kelly Johnson Drive 874 5,120 5,994 83 05/92 06/96 Note 8
Office/Industrial Building
Las Vegas, NV
420 Pilot Road
Office/Industrial Building 1,098 4,845 5,943 51 09/96 06/96 Note 8
Las Vegas, NV
Joseph Square
Village Center 546 5,345 5,891 2,320 09/71 N/A Note 8
Village Center
Columbia, MD
975 Kelly Johnson Drive
Office/Industrial Building 389 5,360 5,749 91 11/90 06/96 Note 8
Las Vegas, NV
6590 Bermuda Road 1,562 3,970 5,532 68 08/90 06/96 Note 8
Office/Industrial Building
Las Vegas, NV
950 Pilot Road 883 4,608 5,491 79 09/90 06/96 Note 8
Office/Industrial
Building
Las Vegas, NV
Raytheon Building 344 4,977 5,321 80 11/92 06/96 Note 8
Office/Industrial Building
Las Vegas, NV
Plaza West 174 4,792 4,966 68 11/95 06/96 Note 8
Office Building
Las Vegas, NV
IV-13
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------- -------- --------- --------- ---------
(in thousands)
Investments in
unconsolidated real
estate ventures 21,811 -- 32,713 49,044 --
Receivables under
finance leases 3,470 -- -- 94,876 --
Other properties and
related investments
less than 5% of total 162,254 21,488 57,379 82,567 --
--------- ------- ------- --------- -------
Total Operating
Properties 2,203,166 244,243 358,017 2,772,716 --
--------- ------- ------- --------- -------
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Investments in -- 81,757 81,757 -- Various Various N/A
unconsolidated real
estate ventures
Receivables under -- 94,876 94,876 -- Various Various N/A
finance leases
Other properties and 21,488 139,946 161,434 31,413
related investments ------- --------- --------- -------
less than 5% of total
244,243 3,130,733 3,374,976 552,201
Total Operating ------- --------- --------- -------
Properties
IV-14
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
Properties in Development:
Beachwood Place Expansion 35,002 1,149 -- 41,545 --
Expansion of retail center
Beachwood, OH
Various Office Park Expansions -- 18,507 -- 21,402 --
Las Vegas, NV
Orlando -- 2,355 -- 17,952 --
Retail Center under development
Orlando, FL
Arizona Center -- -- -- 16,184 --
Developed/developable land
under master lease
Phoenix, AZ
Canyon Center -- 2,104 -- 7,296 --
Office Building under development
Las Vegas, NV
White Marsh Expansion -- 3,373 -- 5,519 --
Repositioning of department stores
Baltimore, MD
Willowbrook Expansion -- -- -- 7,122 --
Repositioning of department stores
Wayne, NJ
Plymouth Meeting Mall Expansion -- -- -- 5,046 --
Expansion of retail Center
Montgomery County, PA
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Properties in Development:
Beachwood Place Expansion 1,149 41,545 42,694 -- N/A N/A N/A
Expansion of Retail Center
Beachwood, OH
Various Office Park Expansions 18,507 21,402 39,909 -- N/A 06/96 N/A
Las Vegas, NV
Orlando 2,355 17,952 20,307 -- N/A N/A N/A
Retail Center under development
Orlando, FL
Arizona Center -- 16,184 16,184 N/A N/A N/A N/A
Developed/developable land
under master lease
Phoenix, AZ
Canyon Center 2,104 7,296 9,400 -- N/A 06/96 N/A
Office Building under development
Las Vegas, NV
White Marsh Expansion 3,373 5,519 8,892 -- N/A 08/95 N/A
Repositioning of department stores
Baltimore, MD
Willowbrook Expansion -- 7,122 7,122 -- N/A N/A N/A
Repositioning of department stores
Wayne, NJ
Plymouth Meeting Mall Expansion -- 5,046 5,046 -- N/A N/A N/A
Expansion of Retail Center
Montgomery County, PA
IV-15
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
Preconstruction costs -
Various projects -- -- -- 22,158 --
Preconstruction reserve -- -- -- (16,317) --
Other projects,
less than 5% of total -- 13,544 -- 7,121 --
------ ------ ------ ------- -----
Total Properties
in Development 35,002 41,032 -- 135,028 --
------ ------ ------ ------- -----
Properties held for sale:
Salem Mall 36,097 1,285 -- 20,617 --
Retail Center
Dayton, OH
Northwest Mall 22,839 6,649 -- 12,339 --
Retail Center
Houston, TX
Almeda Mall -- 4,641 -- 14,145 --
Retail Center
Houston, TX
Other properties held for sale,
less than 5% of total 6,587 1,453 -- 11,951 --
------ ------ ------ ------- -----
Total properties held for sale 65,523 14,028 -- 59,052 --
------ ------ ------ ------- -----
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Preconstruction costs -
Various projects -- 22,158 22,158 N/A N/A N/A N/A
Preconstruction reserve -- (16,317) (16,317) N/A N/A N/A N/A
Other projects,
less than 5% of total 13,544 7,121 20,665 N/A N/A N/A N/A
------ ------- -------
Total Properties
in Development 41,032 135,028 176,060
------ ------- -------
Properties held for sale:
Salem Mall 1,285 20,617 21,902 -- 10/66 N/A Note 8
Retail Center
Dayton, OH
Northwest Mall 6,649 12,339 18,988 -- 10/68 N/A Note 8
Retail Center
Houston, TX
Almeda Mall 4,641 14,145 18,786 -- 10/68 N/A Note 8
Retail Center
Houston, TX
Other properties held for sale,
less than 5% of total 1,453 11,951 13,404
------ ------- -------
Total properties held for sale 14,028 59,052 73,080
------ ------- -------
IV-16
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1996
Cost capitalized
Initial cost to subsequent to
Company acquisition
------------------- ------------------
Buildings
and Carrying
Encumbrances Improve- Improve- costs
Description (note 4) Land ments ments (note 2)
- ----------- ------------ -------- --------- -------- --------
(in thousands)
Land held for development and sale:
Columbia 12,550 53,000 -- 56,449 --
Land in various stages
of development
Columbia, MD
Summerlin -- 89,076 -- -- --
Land in various stages of
development
Las Vegas, NV
Canyon Springs -- 16,000 -- 8,716 --
Land held for development
Riverside County, CA
Nevada Investment Land -- 20,631 -- -- --
Other properties,
less than 5% of total -- 245 -- -- --
---------- -------- -------- ---------- -------
Total land held for
development and sale 12,550 178,952 -- 65,165 --
---------- -------- -------- ---------- -------
Total Property $2,316,241 $478,255 $358,017 $3,031,961 $ --
========== ======== ======== ========== =======
Life on
Gross amount at which carried which
at December 31, 1996 Accumu- depre-
------------------------------ lated ciation
Buildings depre- Date of in latest
and ciation comple- income
Improve- and tion of state-
ments amorti- construc- Date ment is
Land (note 3) Total zation tion acquired computed
-------- --------- -------- -------- --------- -------- ----------
(in thousands)
Land held for development and sale:
Columbia 109,449 -- 109,449 N/A N/A 09/85 N/A
Land in various stages
of development
Columbia, MD
Summerlin 89,076 -- 89,076 N/A N/A 06/96 N/A
Land in various stages of
development
Las Vegas, NV
Canyon Springs 24,716 -- 24,716 N/A N/A 07/89 N/A
Land held for development
Riverside County, CA
Nevada Investment Land 20,631 -- 20,631 N/A N/A 06/96 N/A
Other properties,
less than 5% of total 245 -- 245 N/A N/A Various N/A
-------- ---------- ---------- --------
Total land held for
development and sale 244,177 -- 244,117 N/A
-------- ---------- ---------- --------
Total Property $543,420 $3,324,813 $3,868,233 $552,201
======== ========== ========== ========
IV-17
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (Note 1)
December 31, 1996
Notes:
(1) Reference is made to notes 2, 3, 4, 5, 9, 12, 13 and 16 to the
consolidated financial statements. Land was generally acquired one to three
years before completion of construction.
(2) The determination of these amounts is not practicable and, accordingly,
they are included in improvements.
(3) Buildings and improvements include deferred costs of $113,904,000 at
December 31, 1996.
(4) Encumbrances on office buildings are included in operating property
encumbrances.
(5) The changes in total cost of properties for the years ended December 31,
1996, 1995 and 1994 are as follows (in thousands):
1996 1995 1994
----------- ----------- ------------
Balance at beginning of year $3,219,277 $3,144,015 $3,010,195
Additions, at cost 158,205 73,155 88,259
Cost of properties acquired 613,100 78,605 93,705
Additions to land held for
development and sale 48,474 16,091 16,270
Cost of land sales (57,204) (14,214) (15,804)
Retirements, sales and other
dispositions (85,167) (75,787) (30,049)
Additions to preconstruction reserve (2,700) (3,800) (3,400)
Receivables under finance leases, net 3,088 224 (632)
Investments in unconsolidated real
estate ventures, net (3,015) 16,577 (12,317)
Provision for loss on operating properties (25,825) (15,589) (2,212)
---------- ---------- ----------
Balance at end of year $3,868,233 $3,219,277 $3,144,015
========== ========== ==========
In 1996, non-cash consideration of $34,610,000 in the form of purchase money
loans and debt assumed was given in acquisitions of properties.
IV-18
Schedule III, continued
-----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (Note 1)
December 31, 1996
Notes, continued:
(6) The changes in accumulated depreciation and amortization for the years
ended December 31, 1996, 1995 and 1994 are as follows (in thousands):
1996 1995 1994
---------- ---------- ----------
Balance at beginning of year $519,319 $490,158 $429,070
Depreciation and amortization
charged to operations 79,990 73,062 74,186
Retirements, sales and other, net (47,108) (43,901) (13,098)
-------- -------- --------
Balance at end of year $552,201 $519,319 $490,158
======== ======== ========
(7) The aggregate cost of properties for Federal income tax purposes is
approximately $3,834,130,000 at December 31, 1996.
(8) Reference is made to note 2(c) to the consolidated financial statements for
information related to depreciation.
(9) Reference is made to note 13 to the consolidated financial statements for
information related to provisions for losses on real estate assets.
IV-19
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. Deering
-------------------------------------
Anthony W. Deering March 31, 1997
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. Deering
-------------------------------------
Anthony W. Deering March 31, 1997
Chairman of the Board, President
and Chief Executive Officer
Principal Financial Officer:
/s/Jeffrey H. Donahue
-------------------------------------
Jeffrey H. Donahue March 31, 1997
Senior Vice President and
Chief Financial Officer
Principal Accounting Officer:
/s/George L. Yungmann
-------------------------------------
George L. Yungmann March 31, 1997
Senior Vice President and Controller
IV-20
Board of Directors:
David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai,
Mathias J. DeVito, Juanita T. James, William R. Lummis, Thomas J. McHugh, Hanne
M. Merriman, Roger W. Schipke, Alexander B. Trowbridge and Gerard J. M. Vlak.
By: /s/Anthony W. Deering
-------------------------------
Anthony W. Deering March 31, 1997
For Himself and as
Attorney-in-fact for
the above-named persons
IV-21
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors
The Rouse Company:
We consent to the incorporation by reference in the Registration Statements of
The Rouse Company on Form S-8 (Registration Nos. 2-83612, 33-56231, 33-56233 and
33-56235), Form S-3 (Registration Nos. 2-78898, 2-95596, 33-52458, 33-57347, 33-
57707 and 333-20781) and Form S-4 (Registration No. 333-1693) of our report
dated February 25, 1997, relating to the consolidated financial statements and
related schedules of The Rouse Company and subsidiaries as of December 31, 1996
and 1995 and for each of the years in the three-year period ended December 31,
1996, which report appears in the Annual Report on Form 10-K of The Rouse
Company for the year ended December 31, 1996.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
March 31, 1997
IV-22
CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS
----------------------------------------------
The Board of Directors
The Rouse Company:
We consent to the incorporation by reference in the Registration
Statements of The Rouse Company (the "Company") on Form S-8 (Registration Nos.
2-83612, 33-56231, 33-56233 and 33-56235), Form S-3 (Registration Nos. 2-78898,
2-95596, 33-52458, 33-57347, 33-57707 and 333-20781) and Form S-4 (Registration
No. 333-1693) of our report dated February 25, 1997 on our concurrence with the
Company's estimates of the total current value of its equity and other interests
in certain real property owned and/or managed by the Company and its
subsidiaries as of December 31, 1996 and 1995, which report appears in the
Annual Report on Form 10-K of the Company for the year ended December 31, 1996.
LANDAUER ASSOCIATES, INC.
Deborah A. Jackson
Senior Vice President
Director of Retail Valuation
New York, New York
March 31, 1997
IV-23
Exhibit Index
Exhibit No.
- -----------
3 Articles of Incorporation and Bylaws
10 Material Contracts
11 Statement re computation of per share earnings
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
24 Power of Attorney
27 Financial Data Schedule
99 Additional Exhibits:
99.1 Form 11-K Annual Report of The Rouse Company
Savings Plan for the year ended December 31, 1996
99.2 Factors affecting future operating results