Exhibit 99.2


                   FACTORS AFFECTING FUTURE OPERATING RESULTS

                  This Form 10-K, our Annual Report to Shareholders, any Form
10-Q or any Form 8-K of our's or any other written or oral statements made by or
on behalf of us include forward-looking statements that reflect our current
views with respect to future events and financial performance. These
forward-looking statements are subject to certain risks and uncertainties,
including those discussed below that could cause actual results to differ
materially from historical results or anticipated results. The words "believe,"
"expect," "anticipate" and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

                  The following factors could cause our actual results to differ
materially from historical results or anticipated results:

                  Risks Related To Our Business.

Our real property portfolio is affected by economic conditions, local real
estate considerations and other factors.

                  The revenues and cash flow generated by, and the value of, our
properties may be adversely affected by general economic conditions and local
economic and real estate conditions, including:

                  o   the perceptions of prospective tenants or purchasers of
                      the attractiveness of a particular property;
                  o   the inability to collect rent due to bankruptcy or
                      insolvency of tenants or otherwise; and
                  o   the level of operating costs.

Other factors, including changes in tax laws, interest rates and the
availability of financing, may also negatively affect revenues, cash flows and
values.

                  Decreases in consumer spending because of recessionary
economic conditions, tight consumer credit policies or other factors could
adversely affect our results of operations and cash flows. In addition, a
portion of our rental revenue is derived from our tenant leases in retail
centers which provide for rental payments based upon tenant sales in excess of
specified levels.

                  Our business and operating results may be affected by a change
in general economic conditions. For example, an increase in interest rates will
affect the interest payable on our outstanding floating rate debt and may also
result in increased interest expense if fixed rate debt is refinanced at higher
interest rates. In addition, domestic or international incidents, such as recent
or future terrorist attacks, could affect general economic conditions and our
business.

We are dependent upon rental income from our retail centers and
office/industrial buildings.

                  Our results of operations and cash flows are substantially
dependent upon rental income from tenants in our retail centers and
office/industrial buildings. We would be adversely affected if a significant
number of our tenants were unable to meet their obligations or if we were unable
to lease a significant amount of space in our properties on economically
favorable terms. When a tenant defaults, we may experience delays in enforcing
our rights as a landlord and may incur substantial costs in protecting




Exhibit 99.2

our investment. In addition, the bankruptcy or insolvency or departure of a
major tenant at a property may have an adverse effect on that property and
could, among other things, make the property less attractive to consumers or
prospective tenants.

Uncertainty resulting from terrorist attacks could hurt our operating results
and the market price of our common stock.

                  As a result of the September 11, 2001 terrorist attacks, there
has been considerable uncertainty in world financial markets. The full effect of
these events, as well as concerns about subsequent terrorist events, on the
financial markets is not yet known but could include, among other things,
increased volatility in the prices of securities, including our common stock.
According to publicly available reports, the financial markets are in part
responding to uncertainty with regard to the scope and duration of military
responses led by the United States, as well as the need for heightened security
across the country and decreases in consumer confidence that could cause a
general slowdown in economic growth. These uncertainties could materially
adversely affect the market price of our common stock and our ability to obtain
favorable financing for our development activities. If these or any future
terrorist attacks reduce traffic flow at our retail centers, we could experience
lower occupancy rates and rents in the future.

                  We were largely spared direct losses caused by the terrorist
attacks of September 11, 2001. Operations were disrupted only at South Street
Seaport, a retail center in lower Manhattan that we own and operate. The center
was closed for a week following the attacks for use as a staging and rest area
for rescue workers. It did not sustain significant physical damage. Customer
traffic, tenant sales and rents at South Street Seaport are generally affected
by the level of pedestrian and other traffic and other commercial activity in
lower Manhattan. While we expect a significant recovery of traffic and
commercial activity in lower Manhattan, we are uncertain as to its timing and
scope. Accordingly, it is difficult to predict with certainty when, if ever,
customer traffic, tenant sales and rents will return to historical levels.
Customer traffic at our other retail centers was lighter than usual for several
days after the attacks but has generally returned to normal levels at our
suburban properties. Traffic at our urban specialty marketplaces is more
dependent on tourism and continues to be lighter than usual. Las Vegas, where
we have a substantial concentration of assets, experienced a significant decline
in visitor activity in the weeks immediately following the attacks. Recent data
indicate a substantial recovery of visitor activity with the exception of
international visitors. There can be no assurance that visitor activity in Las
Vegas or at our urban specialty marketplaces will return to levels experienced
before the attacks.

Some of our properties are geographically concentrated and, as a result, are
sensitive to local economic and real estate conditions.

                  Some of our properties are geographically concentrated. As a
result, results of operations from our office/industrial buildings and land
sales depend on local economic and real estate conditions, including the
availability of comparable, competing buildings and land. Most of our
office/industrial buildings are located in the Baltimore-Washington region,
including Columbia, Maryland, and in the Las Vegas, Nevada metropolitan area.
Our land sales relate primarily to land in and around Columbia, Maryland and Las
Vegas, Nevada. These office/industrial buildings and land sales are affected by
economic developments in the Baltimore-Washington region and the greater Las
Vegas, Nevada metropolitan area, and by local real estate conditions and factors
such as applicable zoning laws and the availability of financing for residential
development.


                                      -2-




Exhibit 99.2

Our Nevada properties are vulnerable to special local economic and environmental
conditions.

                  We own significant properties in Nevada, including the
following: approximately 2.2 million rentable square feet of office and
industrial space primarily around Las Vegas; Fashion Show, a 773,000 square foot
regional shopping center located on the "Strip" in Las Vegas, which is currently
being expanded; two Tournament Players Club golf clubs in Summerlin, Nevada; and
approximately 7,300 saleable acres of development and investment land located
primarily in Summerlin.

                  The Las Vegas metropolitan area is a desert environment where
the ability to develop real estate is largely dependent on the continued
availability of water. The Las Vegas metropolitan area has a limited supply of
water to service future development, and it may not be successful in obtaining
new sources of water. If new sources of water prove to be inadequate, our
development activities could be adversely affected.

                  The Las Vegas valley is classified as a serious PM-10
nonattainment area by the U.S. Environmental Protection Agency, or EPA. Both
PM-10 and carbon monoxide are pollutants for which the EPA has established
National Ambient Air Quality Standards. State Implementation Plans, known as
"SIPs", are being developed by the Clark County Air Quality Management Board to
maintain EPA standards for carbon monoxide and to achieve EPA standards for
PM-10. The SIPs will affect the cost of development but are not expected to have
a material impact. In the event the EPA does not approve the SIPs, federal
sanctions for non-attainment or the imposition of a Federal Implementation Plan
could adversely affect our real estate development activities in the Las Vegas
valley.

                  The rate of growth in the Las Vegas metropolitan area has been
straining the capacity of the existing infrastructure, particularly schools,
water delivery systems, transportation systems, flood control programs and
sewage treatment facilities. Federal, state and local government agencies
finance the construction of infrastructure improvements through various means,
including general obligation bond issues, some of which require voter approval.
The failure of these agencies to obtain financing for, or to complete,
infrastructure improvements could materially delay our development effects in
the area or materially increase our development costs through the imposition of
impact fees and other fees and taxes, or by requiring us to construct or fund
portions of infrastructure.

                  On February 15, 2002, President George W. Bush notified
Congress that, based upon the recommendation of the Secretary of Energy, he
recommended the Yucca Mountain site in Nevada to be a suitable location for a
repository site for highly radioactive materials. Yucca Mountain is located
approximately 100 miles from Las Vegas. As of the date of this report, neither
the U.S. nor Nevada governments has given final approval to the site. The
location of a repository site at Yucca Mountain could have an adverse effect on
the Las Vegas economy and on our properties in the Las Vegas area.

                  Several states, in addition to Nevada and New Jersey, have
legalized casino gaming and other forms of gambling in recent years. A number of
states have also negotiated compacts with Indian tribes under the U.S. Indian
Gaming Regulatory Act of 1988 that permit gaming on Indian lands. These
additional gaming venues create alternative destinations for gamblers and
tourists who might otherwise visit Las Vegas. These gaming venues could have an
adverse effect on the Las Vegas economy and on our properties in the Las Vegas
area.

Our development projects are dependent on financing and governmental approvals
and vulnerable to unforeseen costs, delays and uncertain revenue streams.

Our new project developments are dependent on the availability of financing and
the receipt of zoning, occupancy and other required governmental permits and
authorizations.

These projects may be vulnerable to construction delays or cost overruns that
may increase project costs, the failure to achieve anticipated occupancy or
sales levels or sustain anticipated occupancy or sales levels and decisions not
to proceed with projects, which will result in the write-off of any
pre-development costs.

                                      -3-




Exhibit 99.2

We may acquire or develop new properties, and this activity is subject to
various risks.

                  We intend to continue to pursue development and expansion
activities as opportunities arise. In connection with any development or
expansion, we will incur various risks, including:

                  o   we may abandon development or expansion opportunities
                      that we explore;
                  o   construction costs of a project may exceed original
                      estimates or available financing, possibly making the
                      project unprofitable;
                  o   we may not be able to refinance construction loans, which
                      generally have full recourse to us;
                  o   rents and operating costs at a completed project will not
                      meet projections and, therefore the project may not be
                      profitable; and
                  o   the need for anchor, mortgage lender and property partner
                      approvals, if applicable, for expansion activities.

If a development project is unsuccessful, our loss could exceed our reported
investment in the project.

Our properties are uninsured against certain catastrophic losses.

                  We carry liability, fire, flood, extended coverage and rental
loss insurance on our properties with insured limits and policy specifications
that we believe are customary for similar properties. However, certain losses of
a catastrophic nature, such as wars, earthquakes or other similar catastrophic
events, may be either uninsurable or, in our judgment, not insurable on a
financially reasonable basis. Since September 11, 2001, losses related to
terrorism have become harder and more expensive to insure against, and, as a
result, we have insured our properties against terrorism at lower coverage
levels. If a major uninsured loss occurs, we could lose both our invested
capital in and anticipated profits from the affected property.

We invest in real estate investments which may be illiquid.

                  Real estate investments are relatively illiquid and some of
our properties are subject to restrictions on transfer. This illiquidity tends
to limit our ability to vary our portfolio promptly in response to changes in
economic or other conditions. In addition, significant expenditures associated
with each real estate investment, such as mortgage payments, real estate taxes
and maintenance costs, are generally not reduced when circumstances cause a
reduction in revenue from the investment. If revenue from a property declines
while the related expenses do not decline, our earnings and cash available for
distribution to our stockholders would be adversely affected. A significant
portion of our properties are mortgaged to secure payment of indebtedness and if
we were unable to meet our mortgage payments, we could lose money as a result of
foreclosure on the properties by the various mortgagees. In addition, if it
becomes necessary or desirable for us to dispose of one or more of the mortgaged
properties, we might not be able to obtain a release of the lien on the
mortgaged property without payment of the associated debt.

                  We are subject to extensive environmental regulation which
could impose higher costs or liabilities on us.

                  We, as an owner, operator and manager of real property, are
subject to extensive regulation under federal, state and local environmental
laws. These laws are subject to change from time to time and could impose higher
costs or liabilities on us.

                  Under various environmental laws, a current or previous owner
or operator of real property may become liable for the costs of the
investigation, removal and remediation of hazardous or toxic substances on,
under, in or migrating from that property. These laws often impose liability

                                      -4-



Exhibit 99.2

without regard to whether the owner or operator knew of, or was responsible for,
the presence of the hazardous or toxic substances. The presence of hazardous or
toxic substances, or the failure to remediate hazardous or toxic substances when
present, may impair the owner's ability to sell or rent the real property or to
borrow using that property as collateral.

                  Persons who arrange for the disposal or treatment of hazardous
or toxic wastes may also be liable for the costs of the investigation, removal
and remediation of such wastes at the disposal or treatment facility, regardless
of whether the facility is owned or operated by that person. Other environmental
laws require abatement or removal of asbestos-containing material when
demolishing, renovating or remodeling, impose worker protection and notification
requirements and govern emissions of and exposure to asbestos fibers in the air.

                  Environmental laws also strictly regulate underground storage
tanks to prevent leakage or other releases of hazardous substances into the
environment. We could be held liable for costs associated with the release of
regulated substances or related claims because of our ownership, operation
and/or management of properties containing underground storage tanks. In
addition to remediation actions brought by governmental agencies, the presence
of hazardous substances on a property could result in personal injury or similar
claims by private plaintiffs. These claims could result in costs or liabilities
which could exceed the value of that property.

                  We generally conduct environmental reviews of properties that
we acquire and develop. However, these reviews may fail to identify all
environmental or similar problems prior to acquisition. We are not aware of any
environmental condition, or notification by any private party or governmental
authority of any non-compliance, liability or other claim related to any
environmental condition at any of our properties that would require material
expenditures by us. However, we could become subject to such claims or
liabilities in the future.

We are subject to competition from other participants in the real estate
industry.

                  We face considerable competition from other developers,
managers and owners of real estate in pursuing leasing and management revenues,
land for development, property acquisitions and tenants for properties. We may
not be successful in responding to or addressing competitive conditions.

Our staggered board may delay, defer or prevent a change in control or other
transactions that our stockholders may consider desirable.

                  Our board of directors is divided into three classes, with the
members of each class serving a three-year term. The staggered terms for our
directors may delay, defer or prevent a change in control or other transaction
that might involve a premium over the then prevailing market price for shares of
our common stock or other financial consequences that our stockholders may
consider desirable.

We are a real estate investment trust and will continue to be subject to complex
current and future tax requirements.

                  We began operating as a real estate investment trust ("REIT")
under the Internal Revenue Code of 1986, as amended, on January 1, 1998.
However, we may in the future become owned and organized, or operate, in a
manner so as to disqualify us as a REIT. In order to qualify for and maintain
REIT status, we must meet organizational and operational requirements. We
believe that our organization and method of operation enable us to meet the
current tax law requirements for qualification as a REIT.

                                      -5-



Exhibit 99.2

However, qualification for REIT status requires compliance with complex
limitations on the type and amount of income and assets that a REIT may receive
or hold.

                  In order to maintain our REIT qualification, we must make
distributions to our stockholders, aggregating annually at least 90% of our REIT
taxable income (which does not include net capital gains). The actual amount of
our future distributions to our stockholders will be based on the cash flows
from operations from properties and from any future investments and on our net
taxable income. We could have taxable income without sufficient funds to enable
us to meet the distribution requirements applicable to a REIT. As a result, we
may have to borrow funds or sell investments on less than favorable terms or pay
taxable stock dividends to meet distribution requirements.

                  If we fail to qualify, or fail to maintain our qualification,
as a REIT, we would have to pay federal income tax, including any applicable
alternative minimum tax, on our taxable income at corporate rates. In addition,
distributions to our stockholders would no longer be deductible. Unless entitled
to relief under statutory provisions, we would also be disqualified from
treatment as a REIT for the four taxable years following the year in which
qualification was lost. This treatment would reduce our net earnings available
for investment or distribution to stockholders because of the additional tax
liabilities for the year or years involved. Moreover, during any period of
disqualification, we would no longer be required by the Internal Revenue Code to
make any distributions as a condition to REIT qualification. To the extent that
distributions to stockholders would have been made in anticipation of our
continuing to qualify as a REIT, we might be required to borrow funds or
liquidate investments on adverse terms to pay the applicable tax. In any year in
which we did not qualify as a REIT, corporate stockholders generally would be
entitled to a dividends received deduction for dividends we paid.

                  Future economic, market, legal, tax or other considerations
may cause us to determine that it is in our best interest and the best interest
of our shareholders to revoke our REIT election. We would then be disqualified
from electing treatment as a REIT for the four taxable years following the year
of the revocation.

Risks Related to the Proposed Acquisition from Rodamco

Our obligation to consummate the proposed acquisition from Rodamco is not
subject to a financing condition.

                  Our obligation to purchase assets in the proposed acquisition
from Rodamco is not subject to a financing condition. We have received a
commitment from a bank for an $870 million six-month facility (subject to
extensions) to fund the cash portion of the purchase price and related
transaction costs. The financing commitment is subject to numerous conditions,
including conditions that are different from the conditions to our obligations
to consummate the proposed acquisition from Rodamco. Availability under the
commitment was reduced to $450 million as a result of the issuance of common
stock in January and February 2002. In addition, we will be reviewing other
financing alternatives. If we are unable to borrow under the financing
commitment but are nonetheless liable in respect of the proposed acquisition
from Rodamco, or if we need to refinance borrowings, if any, under the financing
commitment, we may have to borrow funds on less favorable terms than under the
terms of such commitment or sell assets. Moreover, we are obligated to pay the
purchase price for the proposed acquisition from Rodamco in euros, and we bear
the risk of euro to U.S. dollar exchange rate fluctuations to the extent that we
do not hedge this currency exchange risk.

We are jointly and severally liable with the other purchasers under the purchase
agreement for the proposed acquisition from Rodamco, such that if the other
purchasers fail to perform, Rodamco could look to us for the entire amount of
their liabilities under the transaction.

                                      -6-



Exhibit 99.2

                  The purchase agreement with Rodamco obligates each of the
purchasers to perform all of the obligations of the purchasers on a joint and
several basis including assuming Rodamco's liabilities. As a result, if all
other conditions of the proposed acquisition from Rodamco are satisfied and any
of the other two purchasers are unable or unwilling to consummate the proposed
acquisition from Rodamco, we would still be responsible for all liabilities and
obligations under the agreement. We cannot assure that we will be able to
consummate the proposed acquisition from Rodamco if the other purchasers fail to
fulfill their obligations under the purchase agreement. We could be obligated
for any damages resulting from any such failure, although we would be entitled
to indemnification from the defaulting purchasers.

Our obligation to consummate the proposed acquisition from Rodamco is subject to
limited third party consent requirements so that if some consents are not
obtained, our ability to acquire the assets or assume outstanding property
indebtedness may be adversely affected.

                  In order to transfer some of the properties and to assume the
property-related debt, we will need to obtain consents of certain other owners
of these properties and from certain lenders. Obtaining some of these consents
is not a closing condition under the purchase agreement. If we are unable to
obtain these third party consents that are not a condition to our obligation to
consummate the proposed acquisition from Rodamco, we may not be able to acquire
the related properties, or we may have to refinance those properties or may lose
our rights to manage those properties. As a result, we may not realize the
anticipated benefits from the transaction or may need to refinance indebtedness
on less advantageous terms.

We may be obligated to acquire the properties in the proposed acquisition from
Rodamco, even if these properties have declined in value significantly.

         Our obligation to consummate the proposed acquisition from Rodamco is
subject to the absence of a material adverse effect on Rodamco taken as a whole
rather than with respect to the specific properties that we have agreed to
acquire. In addition, for purposes of the purchase agreement, material adverse
effect excludes the effect of the following:

                  o   general changes in the economy or financial markets of the
                      United States or any other region outside of the United
                      States;
                  o   changes in law that affect real estate investment trusts
                      generally, unless such changes have a materially
                      disproportionate effect, relative to other industry
                      participants, on Rodamco and its subsidiaries, taken as a
                      whole; and
                  o   changes that affect the retail industry or retail real
                      estate properties generally, unless such changes have a
                      materially disproportionate effect, relative to other
                      industry participants, on Rodamco and its subsidiaries,
                      taken as a whole.

As a result, the purchasers may be obligated under the purchase agreement with
Rodamco to purchase the retail centers from Rodamco even if a material adverse
change has occurred with respect to specific properties. However, if a
purchaser's property suffers certain defined damage or loss of value, such
purchaser may require that all purchasers jointly acquire that property.

                                      -7-




Exhibit 99.2

Properties designated for sale which will be acquired jointly may not be sold on
the anticipated time schedule or at the prices expected.

                  We and the other two purchasers have agreed to own jointly
some of the properties being acquired in the proposed acquisition from Rodamco.
We and the purchasers have designated some of these jointly-owned properties for
sale. We will not have independent control over the timing and manner of these
sales, but rather will have to make decisions jointly with the other two
purchasers. These sales will be, in many cases, subject to consent or first
refusal rights that may delay the sale or reduce the expected price. As a
result, we cannot be certain as to the timing or terms of any potential sale of
these assets.

We will share control of some of the acquired properties with the other two
purchasers and may have conflicts of interest with those purchasers.

                  We will own a number of the acquired properties jointly with
the other two purchasers. The consent of each of the other purchasers could be
required with respect to financing, encumbering, expanding or selling any of
these properties. We might not have the same interests as the other purchasers
in relation to these properties. Accordingly, we might not be able to favorably
resolve any of these issues, or we might have to provide financial or other
inducement to the other purchasers to obtain a favorable resolution.

                  In addition, various restrictive provisions and rights apply
to sales or transfers of interests in the jointly-owned properties. Among other
things, we might be required to make decisions about buying or selling interests
in a property or properties at a time that is disadvantageous to us.

We may be responsible for unknown material liabilities.

                  We may be exposed to liabilities relating to Rodamco that we
may have failed to discover prior to entering into the purchase agreement. These
liabilities may include liabilities that arise from non-compliance with
environmental laws by prior owners for which we, as a successor owner, will be
responsible. Our purchase agreement with Rodamco does not provide for
indemnification of us by Rodamco for these liabilities since Rodamco will be
liquidated following completion of the proposed acquisition.

We will be acquiring partnership interests with existing partners who have tax
protection arrangements in place.

                  We will be acquiring our interests in some properties by
acquiring interests in existing partnerships. These existing partnerships have
arrangements in place that protect the deferred tax situation of existing third
party limited partners. Violation of these agreements could impose costs on us.
As a result, we may be restricted with respect to decisions such as financing,
encumbering, expanding or selling these properties.

We may not be able to successfully integrate the properties acquired from
Rodamco into our operations.

         The success of the acquisition of properties from Rodamco will depend,
in part, on our ability to:

                  o   efficiently integrate the acquired properties and
                      employees into our organization; and
                  o   apply our financial and management controls and reporting
                      systems and procedures to the acquired properties.


                                      -8-




Exhibit 99.2

Any inability to successfully integrate the acquired properties into our
operations may adversely affect our results of operations and financial
condition.

We may not be able to achieve the anticipated financial and operating results
from the assets we expect to acquire.

                  We believe that the proposed acquisition from Rodamco will
enhance our future financial performance. This belief is subject to risks,
uncertainties and other factors (many of which are beyond our control) that
could cause actual results to differ materially from anticipated results. In
addition, this belief is based on certain assumptions, many of which are also
forward-looking and uncertain in nature, including assumptions regarding our
ability to:

                  o   integrate and manage our new properties in a way that will
                      allow us to realize cost savings and synergies;
                  o   increase the occupancy rates and rents at our new
                      properties;
                  o   dispose of the assets which are intended to be sold within
                      the periods and on the terms we currently anticipate; and
                  o   raise long-term financing that will allow us to implement
                      a capital structure at a cost of capital consistent with
                      our objectives and expectations.

Our pending acquisition from Rodamco may not occur, such that our stockholders
may not realize any benefits from this transaction.

                  The purchase agreement relating to the proposed acquisition
from Rodamco contains closing conditions that need to be satisfied before the
transaction can be consummated. The satisfaction of most of these conditions is
outside of our control, and, therefore, we cannot assure you that the
acquisition will be consummated. These conditions include obtaining approval of
Rodamco's shareholders for the transaction and necessary regulatory approvals.
In addition, it is a condition to closing that no material adverse effect with
respect to Rodamco shall have occurred. Because the three purchasers may have
differing interests, if a condition is not satisfied, it may be difficult to
obtain a waiver of such condition from the other purchasers. If the proposed
acquisition from Rodamco is not consummated, our stockholders will not realize
any benefits from the transaction.

                                       -9-