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, affiliates and "Non-REIT Subsidiaries" (as defined below), is engaged or has a material financial interest 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 and community retail centers, and the management of one retail center in Canada, and (ii) the development and sale of land in Maryland and the Las Vegas, Nevada metropolitan area for residential, commercial and industrial uses. "Non-REIT Subsidiaries" are companies as to which substantially all (at least 98%) of the financial interest is held by the Company, but in which The Rouse Company Incentive Compensation Statutory Trust, an entity that is neither owned nor controlled by the Company, owns 91% of the voting stock.
In December 1997, the Company determined that it would elect to be taxed as a real estate investment trust (REIT) effective January 1, 1998. The Company believes that it met the qualifications for REIT status during 1998, and it intends to continue to meet the qualifications in the future and to distribute at least 100% of its REIT taxable income (determined after taking into account any net operating loss deduction) to stockholders. Accordingly, management does not believe that the Company will be liable for payment of income taxes (except, possibly, in certain states).
Developments in 1998 and Early 1999
During the third and fourth quarters of 1998, subsidiaries of the Company purchased ownership interests in seven retail centers from TrizecHahn Centers Inc. for approximately $1.2 billion. The centers are Park Meadows Mall in suburban Denver, Colorado, Towson Town Center in suburban Baltimore, Maryland, The Fashion Show on "The Strip" in Las Vegas, Nevada (in which a Company subsidiary already held a 75% ownership interest), Fashion Place in Salt Lake City, Utah, Bridgewater Commons Mall in Bridgewater, New Jersey, Valley Fair in San Jose, California and Westdale Mall in Cedar Rapids, Iowa. Upon completion of the acquisitions,
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subsidiaries of the Company held 100% ownership interests in these centers, except that the subsidiaries held a 50% interest in Valley Fair and a 20.5% interest in Westdale Mall. At the time of the acquisitions, the Company decided to hold for sale its interests in Valley Fair and Westdale Mall.
On November 30, 1998, a wholly owned subsidiary of the Company acquired for approximately $373 million, from Teachers Properties, Inc. ("Teachers") its interest in Rouse-Teachers Properties, Inc. ("RTPI"), an entity in which Teachers held a 95% ownership interest and the Company held a 5% ownership interest. The acquired assets of RTPI consisted of 22 office buildings in metropolitan Baltimore, Maryland containing approximately 1,034,000 square feet of leasable space, 26 industrial buildings in metropolitan Baltimore containing approximately 1,675,000 square feet of leasable space, 8 office buildings in Columbia, Maryland containing approximately 428,000 square feet of leasable space, 10 office buildings in metropolitan Washington, D.C. containing 1,227,000 square feet of leasable space, an office building in suburban Harrisburg, Pennsylvania containing approximately 231,000 square feet of leasable space and approximately 107 saleable acres of land in the Baltimore and Washington metropolitan areas. The Company sold three of the acquired buildings in metropolitan Washington, D.C. on December 1, 1998 for an aggregate price of approximately $91 million.
On February 1, 1999, a wholly owned subsidiary of the Company completed the establishment of a joint venture (the "Four State Venture"), relating to four retail centers, with a venture (the "Morgan/NYSTRS Venture") consisting of the J.P. Morgan Strategic Property Fund and the New York State Teachers' Retirement System. The centers, all of which were acquired in 1998 from TrizecHahn Centers Inc., are Park Meadows Mall, Towson Town Center, Fashion Place and Bridgewater Commons Mall. The total cost of the retail center assets and related liabilities contributed to the Four State Venture was approximately $957 million and $542 million, respectively. The Morgan/NYSTRS Venture made a $271 million cash contribution to the Four State Venture, which is approximately 65% of the net cost. The Company subsidiary effectively has a 35% ownership interest in the Four State Venture, while the Morgan/NYSTRS Venture has a 65% ownership interest.
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Additional information regarding the above developments is contained in the Company's Current Report on Form 8-K/A, filed on November 16, 1998, the Company's Current Report on Form 8-K, filed on December 14, 1998, the Company's Current Report on Form 8-K, filed on February 10, 1999, and the Company's Current Report on Form 8-K/A, filed on February 16, 1999.
Item 1(b). Financial Information About Industry Segments.
Information required by Item 1(b) is incorporated herein by reference to note 9 of the notes to consolidated financial statements included in the 1998 Annual Report to Shareholders.
As noted in Item 1(a), the Company is a real estate company engaged, through its subsidiaries, affiliates and having a material financial interest, through its Non-REIT Subsidiaries, 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 development. These business segments are further described below.
Item 1(c). Narrative Description of Business.
Retail Centers: --------------
As set forth in Item 2, at December 31, 1998, the 49 regional retail centers owned, in whole or in part, or operated by subsidiaries or affiliates of the Company or by Non-REIT Subsidiaries, aggregated 44,006,000 square feet, including 26,147,000 square feet owned by or leased to department stores. 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 store fronts, and maintaining the building and common areas.
In conjunction with other partners or investors, the Company, through its subsidiaries and affiliates and Non-REIT subsidiaries, acquires interests in completed retail centers, with the Company (or, beginning December 31, 1997, its Non-REIT Subsidiaries) having management responsibility and earning incentive fees including, in some instances, equity interests in the centers. Affiliates of the Company (or, beginning December 31, 1997, Non-REIT Subsidiaries)
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also provide 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, 1998, Non-REIT Subsidiaries of the Company managed 9 such centers, which are included in the figures in the preceding paragraph and aggregated 8,778,000 square feet of leasable space, 5,098,000 square feet of which was department store space.
The Howard Research And Development Corporation ("HRD", a Non-REIT Subsidiary of the Company) and its subsidiaries own and/or manage 12 community retail centers with 890,000 square feet of leasable space, The Mall in Columbia (which is included in the second preceding paragraph) and other properties in Columbia, Maryland. Howard Hughes Properties, Limited Partnership ("HHPLP", a majority owned affiliate of the Company) and its subsidiaries and affiliates own interests in 2 community retail centers with 238,000 square feet of leasable space in Summerlin, Nevada.
Office, Mixed-Use and Other Properties: - --------------------------------------
HHPLP and its subsidiaries and affiliates own and/or manage 61 office and industrial buildings with 3,914,000 square feet of leasable space, and other properties in and around Las Vegas, Nevada and Los Angeles, California. HRD and its subsidiaries own and/or manage 12 office and industrial buildings with 1,188,000 square feet of leasable space and other properties in Columbia, Maryland.
Other subsidiaries of the Company own and operate 5 mixed-use projects with a total of 691,000 square feet of leasable retail space, a 90,000 square foot cinema and 1,891,000 square feet of leasable office space. Other subsidiaries of the Company own, in whole or in part, 72 office and industrial buildings with a total of 4,909,000 square feet of leasable space.
The activities involved in operating and managing office, mixed-use and other properties 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 store fronts, and maintaining the building and common areas.
Development: - -----------
The Company, through its subsidiaries, affiliates and Non-REIT subsidiaries renovates and expands existing retail centers and develops suburban and downtown retail centers, mixed-
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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, affiliates and Non-REIT Subsidiaries are in the construction or development stage of announced projects, primarily the development of new retail centers, expansions of existing retail centers and mixed-use projects, and expansions of existing master-planned business parks in Las Vegas, Nevada.
Land Sales Operations: - ---------------------
HRD, a Non-REIT Subsidiary of the Company, is the developing entity of Columbia, Maryland, which is located in the Baltimore-Washington corridor. HRD owns approximately 1,600 salable 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. The Hughes Corporation and Howard Hughes Properties, Inc. (collectively "Hughes", Non-REIT Subsidiaries of the Company) and their subsidiaries and affiliates are the developers of Summerlin, Nevada, which is located immediately north and west of Las Vegas, Nevada. Hughes owns approximately 8,700 salable acres of land in Summerlin, and develops and sells this land to builders and other developers for residential and commercial uses. Other affiliates or subsidiaries of the Company may also purchase some of this land for their own development purposes. Non-REIT Subsidiaries of the Company, directly or through affiliates, are also presently involved in community development and related land sales elsewhere in Maryland, and are developing or holding 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 and its subsidiaries, affiliates and Non-REIT Subsidiaries operate
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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's affiliates and Non-REIT Subsidiaries 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.
Neither the Company's business, taken as a whole, nor any of its operating 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 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 percent or more of the consolidated revenues of the Company.
The Company, its subsidiaries and affiliates and Non-REIT Subsidiaries employed 4,126 full-time and part-time employees at December 31, 1998.
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Item 2.
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 in pages 50 through 53 of Exhibit 13 to this Form 10-K. The ownership of virtually all properties is subject to mortgage financing. The table of projects includes properties managed by Non-REIT Subsidiaries of the Company for a fee as identified in notes (c) and (d) to the table. 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 properties subject to such leases in whole or part (including properties owned by Non-REIT Subsidiaries) are as follows:
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Item 2. Properties, continued.
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Item 3.
Item 3. Legal Proceedings.
None.
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Item 4.
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 26, 1999 are:
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Executive Officers of the Registrant.
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. See Exhibit 10 to this Form 10-K.
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.
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 35 of Exhibit 13.
Item 6.
Item 6. Selected Financial Data. Information required by Item 6 is incorporated by reference to page 34 of Exhibit 13.
Item 7.
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 36 through 49 of Exhibit 13.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Information required by Item 7A is incorporated herein by reference to pages 45 and 46 of Exhibit 13.
Item 8.
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 35 of Exhibit 13.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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Part III --------
The information required by Items 10, 11, 12 and 13 (except that information regarding executive officers called for by Item 10
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.
(b) Reports on Form 8-K: Current Report on Form 8-K/A filed October 9, 1998, disclosing financial statements required under Rule 3-14 of Regulation S-X and certain pro forma financial information.
Current Report on Form 8-K filed October 21, 1998, disclosing acquisition of assets.
Current Report on Form 8-K filed November 5, 1998, disclosing acquisition of assets.
Current Report on Form 8-K/A filed November 16, 1998, disclosing financial statements required under Rule 3-14 of Regulation S-X and certain pro forma financial information.
Current Report on Form 8-K filed December 14, 1998, disclosing acquisition of assets.
Current Report on Form 8-K filed December 18, 1998, disclosing acquisition of assets.
(c) Exhibits required by Item 601 of Regulation S-K.
Exhibit Index
Exhibit No. -----------
3 Articles of Incorporation and Bylaws
10 Material Contracts
12.1 Ratio of earnings to fixed charges
12.2 Ratio of earnings to combined fixed charges and Preferred stock dividend requirements
13 Annual report to security holders
21 Subsidiaries of the Registrant
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of KPMG LLP, Independent Auditors
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, 1998
99.2 Factors affecting future operating results
(d) Separate Financial Statements and Schedules of Subsidiaries not consolidated:
Reference is made to the Index to Financial Statements and Schedules on page IV-2.
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The Rouse Company
Index to Financial Statements and Schedules
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INDEPENDENT AUDITORS' REPORT ----------------------------
The Board of Directors and Shareholders The Rouse Company:
We have audited the consolidated financial statements and the related financial statement schedules of The Rouse Company and subsidiaries as listed in the accompanying index except for those schedules relating to the Real Estate Venture owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company. 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 financial statements referred to above present fairly, in all material respects, the financial position of The Rouse Company and subsidiaries as of December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1998, in conformity with generally accepted accounting principles. 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.
KPMG LLP
Baltimore, Maryland February 24, 1999
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INDEPENDENT AUDITORS' REPORT
The Board of Trustees The Rouse Company Incentive Compensation Statutory Trust and The Board of Directors The Rouse Company:
We have audited the accompanying combined consolidated financial statements and the related financial statement schedules of Real Estate Ventures owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company as listed in the accompanying index. These combined consolidated financial statements and financial statement schedules are the responsibility of the Ventures' management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the combined consolidated financial statements referred to above present fairly, in all material respects, the financial position of Real Estate Ventures owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company as of December 31, 1998, and the results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic combined consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
KPMG LLP
Baltimore, Maryland February 24, 1999
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Real Estate Ventures Owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company
COMBINED CONSOLIDATED BALANCE SHEET
December 31, 1998
(in thousands)
The accompanying notes are an integral part of these statements.
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Real Estate Ventures Owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company
COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
Year ended December 31, 1998
(in thousands)
The accompanying notes are an integral part of these statements.
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Real Estate Ventures Owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company
COMBINED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Year ended December 31, 1998
(in thousands)
The accompanying notes are an integral part of these statements.
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Real Estate Ventures Owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company
COMBINED CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended December 31, 1998
(in thousands)
The accompanying notes are an integral part of these statements.
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Reconciliation of Net Earnings to Net Cash Used by Operating Activities
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Real Estate Ventures Owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998
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Schedule II ----------- THE ROUSE COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts Years ended December 31, 1998, 1997 and 1996 (in thousands)
Notes: (1) Balances written off as uncollectible.
(2) Allowance related to properties sold.
(3) Costs of unsuccessful projects written off.
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Schedule III ------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
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THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-21
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-22
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-23
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-24
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-25
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-26
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-27
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-28
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-29
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-30
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV - 31
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
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Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
Notes:
(1) Reference is made to notes 1, 4 and 7 to the consolidated financial statements.
(2) The determination of these amounts is not practicable and, accordingly, they are included in improvements.
(3) Buildings and improvements include deferred costs of $106,388,000 at December 31, 1998.
(4) The changes in total cost of properties for the years ended December 31, 1998, 1997 and 1996 are as follows (in thousands):
(5) Reference is made to the consolidated statements of cash flows for explanation of noncash consideration included in property additions.
(6) Reference is made to note 3 to the consolidated financial statements for explanation of transactions with affiliates.
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Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
Notes:
(7) The changes in accumulated depreciation and amortization for the years ended December 31, 1998, 1997 and 1996 are as follows (in thousands):
(8) The aggregate cost of properties for Federal income tax purposes is approximately $4,579,728,000 at December 31, 1998.
(9) Reference is made to note 1(c) to the consolidated financial statements for information related to depreciation.
(10) Reference is made to note 11 to the consolidated financial statements for information related to provisions for losses on real estate assets.
(11) Certain amounts for prior years have been reclassified to conform to the presentation for 1998.
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Schedule IV
THE ROUSE COMPANY AND SUBSIDIARIES
Mortgage Loans On Real Estate
December 31, 1998
(in thousands)
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Schedule IV continued
THE ROUSE COMPANY AND SUBSIDIARIES
MORTGAGE LOANS ON REAL ESTATE
December 31, 1998
Notes:
(1) The deed of trust notes receivable of the Company are secured by certain land and operating properties and general assignments of rents of the Real Estate Ventures owned by The Rouse Company Incentive Compensation Statutory Trust and The Rouse Company. These notes are due December 31, 2012 and minimum principal payments, based on a thirty-year amortization schedule, are due quarterly. Specified principal payments are also required when land is released from the deed of trust; however, payments made due to partial releases reduce or offset the required quarterly payments.
(2) The notes bear interest at 12.25% through December 2000, and at the greater of the prime rate plus 3.75% or 10% thereafter to maturity or repayment.
(3) The note bears interest at 12.25% throughout the term.
(4) Balance at beginning of year $ 380,232,000 Collections of principal (18,065,000) ------------- Balance at end of year $ 362,167,000 =============
(5) The deed of trust notes are carried in investments in and advances to unconsolidated real estate ventures on the Company's balance sheets at December 31, 1998 and 1997. See note 3 to the consolidated financial statements regarding the transactions that gave rise to the deed of trust notes.
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Schedule II -----------
REAL ESTATE VENTURES OWNED BY
THE ROUSE COMPANY INCENTIVE COMPENSATION STATUTORY TRUST AND THE ROUSE COMPANY
Valuation and Qualifying Accounts
Year ended December 31, 1998
(in thousands)
Note:
(1) Balances written off as uncollectible.
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Schedule III ------------
REAL ESTATE VENTURES OWNED BY THE ROUSE COMPANY INCENTIVE COMPENSATION STATUTORY TRUST AND THE ROUSE COMPANY
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
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REAL ESTATE VENTURES OWNED BY THE ROUSE COMPANY INCENTIVE COMPENSATION STATUTORY TRUST AND THE ROUSE COMPANY
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
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REAL ESTATE VENTURES OWNED BY THE ROUSE COMPANY INCENTIVE COMPENSATION STATUTORY TRUST AND THE ROUSE COMPANY
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
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REAL ESTATE VENTURES OWNED BY THE ROUSE COMPANY INCENTIVE COMPENSATION STATUTORY TRUST AND THE ROUSE COMPANY
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
IV-41
REAL ESTATE VENTURES OWNED BY THE ROUSE COMPANY INCENTIVE COMPENSATION STATUTORY TRUST AND THE ROUSE COMPANY
Real Estate and Accumulated Depreciation (note 1)
December 31, 1998
(in thousands)
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Schedule III continued
REAL ESTATE VENTURES OWNED BY
THE ROUSE COMPANY INCENTIVE COMPENSATION STATUTORY TRUST
AND THE ROUSE COMPANY
Real Estate and Accumulated Depreciation (note 1) December 31, 1998
Notes:
(1) Reference is made to notes 1, 2 and 5 to the combined consolidated financial statements. As indicated in note 1, the Ventures retained The Rouse Company's historical cost basis in the assets acquired and liabilities assumed on December 31, 1997. Accordingly, historical data have been presented with respect to the allocation of the gross historical cost of properties at December 31, 1998 between initial cost and costs capitalized subsequent to acquisition.
(2) The determination of these amounts is not practicable and, accordingly, they are included in improvements.
(3) Buildings and improvements include deferred costs of $10,472,000 at December 31, 1998.
(4) The changes in total cost of properties for the years ended December 31, 1998 is as follows (in thousands):
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Schedule III continued ----------------------
REAL ESTATE VENTURES OWNED BY
THE ROUSE COMPANY INCENTIVE COMPENSATION STATUTORY TRUST
AND THE ROUSE COMPANY
Real Estate and Accumulated Depreciation (note 1) December 31, 1998
Notes:
(5) The changes in accumulated depreciation and amortization for the year ended December 31, 1998 is as follows (in thousands):
(6) The aggregate cost of properties for Federal income tax purposes is approximately $1,071,814,000 at December 31, 1998.
(7) Reference is made to note 1(c) to the combined consolidated financial statements for information related to depreciation.
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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 30, 1999 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 30, 1999 Chairman of the Board, President and Chief Executive Officer
Principal Financial Officer:
/s/Jeffrey H. Donahue --------------------------------------- Jeffrey H. Donahue March 30, 1999 Executive Vice President and Chief Financial Officer
Principal Accounting Officer:
/s/George L. Yungmann --------------------------------------- George L. Yungmann March 30, 1999 Senior Vice President and Controller
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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 30, 1999 For himself and as Attorney-in-fact for the above-named persons
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