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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission File No 0-1743

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (410) 992-6000

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

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.

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:

Notes:

(1)

Properties were owned by existing joint ventures or through tenancies in common between Rodamco and us. As a result, we owned 100% interests in these properties upon acquisition.

(2)

Property began operations in March 2002.

(3)

Property also contains significant office space.

(4)

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

        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.

        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):

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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.

Retail Centers:

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

•

38 regional retail centers encompassing 42.2 million square feet, including 26.5 million square feet leased to or owned by department stores;

•

6 downtown specialty marketplaces with 1.2 million square feet of leasable space;

•

Retail components of 5 mixed-use projects aggregating 0.9 million square feet of leasable space;

•

3 community retail centers in Summerlin, Nevada with 0.4 million square feet of leasable space.

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        The activities involved in operating and managing retail centers include:

•

identifying and attracting desirable new tenants;

•

negotiating lease terms with existing and prospective tenants;

•

conducting local market and consumer research;

•

developing and implementing short-term and long-term merchandising and leasing plans;

•

maintaining the buildings and common areas; and

•

implementing appropriate security and safety programs.

Office and Other Properties:

        At December 31, 2002, we owned and managed:

•

Office components of 5 mixed-use projects with 2.0 million square feet of leasable space;

•

42 office and industrial buildings with 2.2 million square feet of leasable space and other properties in and around Las Vegas, Nevada;

•

18 office and industrial buildings with 1.4 million square feet of leasable space in Columbia, Maryland;

•

58 office and industrial buildings with 4.1 million square feet of leasable space primarily in the Baltimore-Washington corridor, but outside Columbia.

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

•

identifying and attracting desirable new tenants;

•

negotiating lease terms with existing and prospective tenants;

•

conducting local market research;

•

developing and implementing short-term and long-term leasing plans;

•

assisting tenants in the layout of their spaces;

•

maintaining the buildings and common areas; and

•

implementing appropriate security and safety programs.

Commercial Development:

        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:

•

initial market and consumer research;

•

evaluating and controlling land sites;

•

identifying and obtaining department store commitments;

•

obtaining necessary public approvals;

•

obtaining municipal agreements;

•

engaging architectural and engineering firms to design projects;

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•

estimating and managing development costs;

•

developing and testing pro forma operating statements;

•

selecting a general contractor;

•

arranging construction and permanent financing;

•

negotiating lease terms;

•

negotiating partnership and joint venture agreements; and

•

promoting new, renovated and/or expanded retail centers, mixed-use projects and other projects.

        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.

Community Development:

        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.

General

        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):

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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:

        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:

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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, entering Investor Relations into the search engine and clicking Go, then clicking first on SEC Filings and then on Click 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:

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Item 3. Legal Proceedings.

        None.

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

        None.

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Executive Officers of the Registrant.

The executive officers of the Company as of March 17, 2003 are:

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.

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Part II

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

Information required by Item 5 is incorporated herein by reference to page 41 of Exhibit 13.

Item 6. Selected Financial Data.

Information required by Item 6 is incorporated by reference to page 40 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 42 through 62 of Exhibit 13.

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

Information required by Item 7A is incorporated herein by reference to page 58 of Exhibit 13.

Item 8. Financial Statements and Supplementary Data.

Financial Statements required by Item 8 are set forth in the Index to Financial Statements and Schedules on page IV-6.

Supplementary data required by Item 8 are incorporated herein by reference to page 41 of Exhibit 13.

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

None.

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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:

•

are generally granted with an exercise price equal to the market price of the common stock on the date of the grant,

•

typically vest over a three- to five-year period, subject to certain conditions, and

•

have a maximum term of ten years.

        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:

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Item 14. Controls and Procedures.

(a)

Evaluation of disclosure controls and procedures. Within the 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information (including our consolidated subsidiaries) required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934.



(b)

Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date we carried out this evaluation.

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Part IV

Item 15. 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-6.

(b)

Reports on Form 8-K:

None

(c)

Exhibits required by Item 601 of Regulation S-K.

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IV-2

IV-3

IV-4

*

filed herewith

IV-5

The Rouse Company

Index to Financial Statements and Schedules

        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.

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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

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Schedule II

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

Notes:

(1)

Balance acquired from The Rouse Company Incentive Compensation Statutory Trust. Reference is made to note 2 to the consolidated financial statements for information related to this acquisition.

(2)

Balances written off as uncollectible.

(3)

Recognition of deferred tax benefits previously provided for through the valuation allowance account.

(4)

Costs of unsuccessful projects written off and other deductions.

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Schedule III

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

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