8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  January 15, 2004

(Exact name of registrant as specified in its charter)

Maryland	001-11543	52-0735512
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10275 Little Patuxent Parkway Columbia, Maryland	21044-3456
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(410) 992-6000

Not Applicable

(Former name or former address, if changed since last report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 9.  Regulation FD Disclosure.

Incorporated by reference is a press release issued by the registrant on January 15, 2004 regarding common stock dividends and 2004 annual per share guidance, attached as Exhibit 99.1.  Also incorporated by reference is additional information related to the 2004 annual per share guidance released by the registrant on January 15, 2004, attached as Exhibit 99.2.  This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

This information is also available on the registrant’s internet website, www.therousecompany.com, by clicking “Investor Relations,” then “Financial Reports.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  January 15, 2004		THE ROUSE COMPANY
	By:	/s/ Melanie M. Lundquist
		Melanie M. Lundquist
		Senior Vice President and Corporate Controller

2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

January 15, 2004

FOR MORE INFORMATION:

David L. Tripp, Vice President and Director,

Investor Relations and Corporate Communications

THE ROUSE COMPANY

10275 Little Patuxent Parkway

Columbia, Maryland 21044

(410) 992-6546

www.therousecompany.com

THE ROUSE COMPANY RAISES DIVIDEND AND

RELEASES 2004 GUIDANCE

Columbia, Md.–Officials at The Rouse Company (NYSE:RSE) announced that its Board of Directors today approved a 12% increase in its common stock cash dividend.  The new quarterly rate will be $.47 per share ($1.88 per share annually), up from $.42 per share, which was the rate during 2003.  Over the past ten years, the common stock cash dividend has been increased every year at a compound growth rate of 11%.  The first quarter 2004 dividend will be payable on March 31, 2004, to shareholders of record as of March 17, 2004.

The Company also reported that, in addition to 38% of its 2003 common stock cash dividend qualifying for the 15% Federal income tax rate established earlier this year, 32% of 2003’s common stock cash dividend will constitute a return of capital distribution.  This will leave only 30% of 2003’s cash dividend subject to ordinary income tax rates.  Additionally, the Company expects that a substantial portion (15% to 30% is likely) of 2004’s cash dividend will continue to qualify for the 15% rate, and that it is possible that some percentage will be classified as a return of capital distribution.  Further clarification will be provided during 2004 as more information becomes available.

“We are pleased to be able to continue to reward our shareholders with dividend increases,” said Anthony W. Deering, Chairman and CEO.  “Our Board of Directors felt that this increase in the dividend was justified by the Company’s excellent performance during 2003 and by the Company’s strong prospects for 2004 and the future.”

Deering further stated that, “As we look at 2004, prospects for our nationwide portfolio of premier retail centers is for continued strong growth (with comparable center retail Net Operating Income projected to grow between 2.5% to 3.0%).  And, while demand for office space is still weak, which will have a negative effect on 2004’s results, our community development activities are poised for another outstanding, record year.   All in all, we expect diluted Funds From Operations to be in a range of $4.10 to $4.20 per share for the year ending December 31, 2004, and diluted Net Earnings for that year to be in a range of $2.84 to $2.94 per share.”

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The following table reconciles estimated diluted earnings per share to estimated FFO per share:

	Low Range			High Range
Diluted earnings per share	$	2.84		$	2.94
Depreciation and amortization, including our share of unconsolidated real estate ventures	2.05			2.05
Gains on dispositions of operating properties	(.79		)	(.79		)
Diluted FFO per share	$	4.10		$	4.20

The Rouse Company will host a conference call to discuss 2003 fourth quarter and full year results on Thursday afternoon, February 26, 2004, at 4:00 p.m.  The dial-in number to participate is 877-576-9887 (toll free) or 706-679-7900 (toll).  The replay numbers (available one hour after the “live” call until midnight February 29, 2004) are 800-642-1687 (toll free) and

706-645-9291 (toll) and require an ID Number 4682594.

Headquartered in Columbia, Md., The Rouse Company was founded in 1939 and became a public company in 1956.  A premier real estate development and management company, The Rouse Company, through its numerous affiliates, operates more than 150 properties encompassing retail, office, research and development and industrial space in 22 states. The Company is also the developer of the planned communities of Columbia, Md., and Summerlin, along the western edge of Las Vegas, Nev., and a new project in Houston, Tex.   The Company is also an investor in The Woodlands, a planned community in Houston, Tex.

Estimates of future net operating income, net earnings and FFO, as well as our expectations as to the tax treatment of future dividends, are by definition forward-looking statements, and certain other matters in this release may be forward-looking statements, which reflect the Company’s current view with respect to future events and financial performance.  These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical 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.  The Rouse Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  For a discussion of certain factors that could cause actual results to differ materially from historical or anticipated results, including real estate investment risks, development risks and changes in the economic climate, see Exhibit 99.1 of The Rouse Company’s Form 10-Q for the quarter ended September 30, 2003.

EX-99.2

Exhibit 99.2

Additional Information Related to 2004 Annual Per Share Guidance

The Company announced that it is providing 2004 annual Funds From Operations (FFO) per common share guidance.  FFO per share is expected to be in the range of $4.10 to $4.20 per share.

The Company uses FFO, in addition to net earnings, to report operating results.  Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes over time as reflected through depreciation and amortization expenses.  The Company believes that the value of real estate assets does not diminish predictably over time, as historical cost accounting implies, and instead fluctuates due to market and other conditions.  Accordingly, the Company believes FFO provides investors with useful information about our operating performance because it excludes depreciation and amortization expenses.  In addition, FFO was created and is used by the real estate industry as a supplemental performance measure.  The Company uses the definition of FFO adopted by the National Association of Real Estate Investment Trusts (NAREIT) and as interpreted by the Securities and Exchange Commission.  Accordingly, FFO is defined as net earnings (computed in accordance with accounting principles generally accepted in the United States of America), excluding gains (losses) on depreciated operating properties and depreciation and amortization expenses.  The Company’s calculation of FFO may not be comparable to similarly titled measures reported by other companies because all companies do not calculate FFO in the same manner.  FFO is not a liquidity measure and should not be considered as an alternative to cash flows or indicative of cash available for distributions.  It also should be not be considered an alternative to net earnings, as determined in accordance with GAAP, as an indication of the Company’s financial performance.

The estimated 2004 per share data for net earnings and Funds From Operations are summarized below:

Diluted Per Share Data:

	Twelve months ending December 31, 2004
	Low Range			High Range
Diluted earnings per share	$	2.84		$	2.94
Depreciation and amortization, including our share of unconsolidated real estate ventures	2.05			2.05
Gains on dispositions of operating properties	(.79		)	(.79		)
Diluted FFO per share	$	4.10		$	4.20

Significant components included in the Company’s 2004 per share estimates, related principally to the recently announced acquisition of an interest in The Woodlands and disposition of Hughes Center, are as follows:

NOI impact from Hughes Center disposition(1)	$	(.24	)
NOI impact from the acquisition of The Woodlands(2)	.23
NOI decline at comparable office and other properties	(.06		)
Net impact to NOI	(.07		)
Net decrease in interest expense and ground rent expense	.04
Income taxes attributable to The Woodlands	(.06		)
Losses from early extinguishment of debt	(.04		)
Net impact to Funds From Operations	(.13		)
Gain on disposition of Hughes Center	.38
Net changes to depreciation due to Hughes Center disposition and The Woodlands acquisition	.04
Net impact to Net Earnings	$	.29

(1)We use Net Operating Income (NOI) to assess operating results of our business segments.  The Company defines NOI as segment revenues (exclusive of corporate interest income) less segment operating expenses (including provisions for bad debts, losses (gains) on marketable securities and net losses (gains) on sales of properties developed for sale, but excluding income taxes, interest expense, distributions on Company-obligated mandatorily redeemable preferred securities and other subsidiary preferred stock, ground rent expense, and real estate depreciation and amortization).  The accounting policies used to calculate NOI and other operating results data are the same as those used by the Company in its condensed consolidated financial statements prepared in accordance with GAAP, except that real estate ventures in which the Company has joint interest and control and certain other unconsolidated ventures are accounted for using the proportionate share method rather than the equity method, and the Company’s share of FFO of other unconsolidated ventures is included in revenues.  Also, discontinued operations and minority interests are included in NOI rather than separately presented.  These segment accounting policies affect only the reported revenues and expenses of the segments and have no net effect on our reported NOI or net earnings.

(2)We acquired a 52.5% economic interest from Crescent Real Estate Equities Limited Partnership and its affiliates in December 2003.