The purchase price was € 2.5 billion for the 45.1 million outstanding shares of Rodamco stock, or € 55 per share, and the assumption of certain Rodamco obligations. Our share of the total purchase price was approximately $1.6 billion, including € 795.0 million or $720.7 million to acquire Rodamco shares, the assumption of $579 million of debt and preferred units, and cash of $268.8 million to pay off our share of corporate level debt and unwind interest rate swap agreements. 

We, and the Management Company, hold the other Rodamco partnership interests and assets jointly with Rouse and Westfield. We account for these assets under the equity method. These included our initial interest in Kravco, two notes receivable, an interest in a hotel, and three other retail properties. Some of these assets were considered held for sale and amounted to approximately $8 million. We sold two of the other retail properties in 2002 for no gain or loss for approximately $4.4 million and we sold the remaining asset held for sale in 2003 for $2.9 million and recognized a nominal gain. 

In connection with the Rodamco acquisition we entered into a series of hedging transactions to manage our € 795 million exposure to fluctuations in the Euro currency, all of which were closed out at the completion of the acquisition. Our total net gains were $7.1 million on the hedging activities. 

We financed a portion of the Rodamco acquisition through the sale of two partnership interests acquired as part of the Rodamco acquisition and an existing partnership interest to Teacher’s Insurance and Annuity Association (“Teachers”). We sold these partnership interests for approximately $391.7 million, including approximately $198.0 million of cash and approximately $193.7 million of debt assumed. Our sale of the existing partnership interest resulted in a net gain of $25.7 million. 

As a result of the Rodamco acquisition and the Teachers transaction, we consolidated five new partnerships and account for six new partnerships as joint ventures. 

On July 19, 2002, we purchased the remaining two-thirds interest in Copley Place (we had acquired our initial interest in the Rodamco acquisition) for $241.4 million, including $118.3 million in cash and the assumption of $123.1 million of debt. We funded the acquisition with borrowings from our existing Credit Facility. As a result of this transaction, we have consolidated the results of operations of Copley Place since July 19, 2002. 

We recorded intangible assets and liabilities that net to $53.6 million as part of our purchase accounting allocations in 2002. 

## Subsequent Event 

On February 5, 2004, we purchased a 95% interest in Gateway Shopping Center in Austin, Texas, for approximately $107 million. We funded this transaction with borrowings on our Credit Facility and with the issuance of 120,671 units of the Operating Partnership valued at approximately $6 million. 

## Disposals 

During 2003, we sold 13 non-core Properties, consisting of seven regional malls, five community centers and one mixed-use property. In total, we received net proceeds from these sales of $275.1 million. As a result of these transactions, we recorded a net gain of $22.4 million during the twelve months ended December 31, 2003. The Properties and their dates of sale consisted of: 

● Richmond Square, Mounds Mall, Mounds Mall Cinema and Memorial Mall on January 9, 2003 

● Forest Village Park Mall on April 29, 2003 

● North Riverside Park Plaza on May 8, 2003 

● Memorial Plaza on May 21, 2003 

● Fox River Plaza on May 22, 2003 

● Eastern Hills Mall on July 1, 2003 

● New Orleans Center on October 1, 2003 

● Mainland Crossing on October 28, 2003 

● SouthPark Mall on November 3, 2003 

● Bergen Mall on December 12, 2003 

