JUNE 2004

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JUNE 2004
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The Rouse Company

• Headquartered in Columbia, Maryland, The Rouse
  Company is a premier real estate development and
  management company (book value of assets totals
  7.9 billion) that, through its subsidiaries and
  affiliates, operates approximately 150
  properties encompassing retail, office, and other
  commercial space in 23 states.
• Rouse focuses its business activities on 3
  segments
• Retail Centers
• Community Development
• Office and Other Properties
• Rouse is the developer of the premier
  master-planned communities of Columbia and
  Fairwood in Maryland Summerlin, Nevada, just
  outside of Las Vegas The Woodlands in Houston,
  Texas and a new project, Bridgelands, on the
  western side of Houston.

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The Rouse Company2003 Revenue Contribution
(in Millions)
Community Development 22
Office and Other Properties 15
291.4
201.0
843.2
Retail Centers 63
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Retail Centers

• Rouse presently owns and manages a retail
  portfolio of 37 retail centers, 4 community
  shopping centers, and 6 mixed-use projects,
  totaling approximately 40 million square feet.
  The portfolio includes some of the premier retail
  properties in the United States
• Bridgewater Commons Bridgewater, NJ
• Faneuil Hall Marketplace Boston, MA
• Fashion Show Las Vegas, NV
• Oakbrook Center Oakbrook, IL
• Perimeter Mall Atlanta, GA
• Water Tower Place Chicago, IL
• Sales per square foot were 439 for the rolling
  12 months ended March 31, 2004. Average occupancy
  was 93 during the first quarter of 2004.
  Effective rent (minimum plus percentage rent) to
  sales ratio of 9. Total rent to sales ratio of
  14.
• For the rolling 12 months ended March 31, 2004,
  base rent gains (cash basis) of 47.33 against
  base rent losses (cash basis) of 40.45. (1)

Net Operating Income
Millions
(1) Excludes leasing at development projects,
space 10,000 square feet and terms of two years
or less.
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Retail Center Geographic Diversity
Seattle
Portland
Boston
Minneapolis
Detroit - 2
Providence
New York City - 2
New Jersey - 4
Chicago - 2
Salt Lake City
Cleveland
Wilmington
Baltimore / Columbia - 8
Denver
Louisville
Las Vegas - 4
Durham
Atlanta
Augusta
Phoenix
Fort Worth - 2
New Orleans - 2
Austin
Tallahassee
San Antonio
Orlando
Palm Beach
Miami - 2
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Retail CentersProperties Owned Managed for
more than 25 Years
1977
2003
Square Footage Department Stores Net Operating
Income Compound Annual Growth Rate of NOI
5.8 Million 16 15.9 Million
7.4 Million 23 108.8 Million 7.7
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Net Operating IncomeRetail Centers Owned and
Operated for 25 Years
108.8 2003
Millions
Compound Annual Growth Rate 7.7
92.3 2000
75.4 1995
56.9 1990
36.4 1985
22.9 1980
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U.S. Retail CentersMall Rankings (1)
Rating 2
Number of Centers
Percent ofTotal
A A B C Total
50 94 210 254 608
8 15 35 42 100
(1) Includes malls owned by the seven largest
REITs plus 98 independently owned centers (2)
Rouses internal rating system based on sales
volume, productivity, anchor performance,
regional demographics, quality of tenancy and
competitive position in local market.
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Rouse Regional Centers
Total Regional Centers (1)
Mall Ranking
A or A
C
B
Number
Percent
Number
Percent
Number
Percent
1993 Portfolio 51 Centers
5
10
13
25
33
65
Current Portfolio 31 Centers
19
10
32
2
61
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2007 Portfolio (2) 34 Centers
22
12
35
-
-
65
(1) Excludes urban centers, projects with less
than two anchors, and centers open less than one
year. (2) Includes current and recently opened
development projects.
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Rouse Regional Center RankingsAs of 12/31/03
A or A
B
C
19 Centers 61 of Total Beachwood
Place Bridgewater Commons Christiana
Mall Fashion Place Fashion Show Lakeside
Mall North Star Oakbrook Center Park
Meadows Perimeter Mall Providence
Place Ridgedale Center Staten Island Mall The
Streets at Southpoint The Mall in
Columbia Towson Town Center Water Tower
Place Willowbrook Mall Woodbridge Center
10 Centers 32 of Total Augusta Mall Collin
Creek Governor's Square Highland Mall Hulen
Mall Mall St. Matthews Oakwood Center Paramus
Park Southland White Marsh
2 Centers 7 of Total Oviedo Marketplace Owings
Mills
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Rouse Regional CentersKey Performance Measures
2004 Sales per Square Foot (2)
Regional Centers (1)
2004 AverageOccupancy (3)
2004 NetOperating Income
Center Ranking A or A B C
489 357 286
94 94 91
73 24 3
(1) Excludes urban centers, projects with less
than two anchors, and centers open less than one
year (2) Comparable tenants, excluding spaces
10,000 s.f., for the rolling 12 months ended
March 31, 2004. (3) For the first quarter of
2004.
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Development of Planned Communities

• Rouse has developed two of the most successful
  master-planned communities in the United States.
• Columbia, Maryland Columbia now has a
  population of 96,000, residing in 34,100
  apartments, condominiums and single-family homes.
  
• Summerlin, Nevada Summerlin has been the best
  selling master-planned community in the United
  States for 10 of the last 11 years.
• From 1997 - 2003
• Land sales have generated almost 500 million of
  net operating income.
• Current value of land assets has more than
  doubled.
• Rouse recently began development of the 9,000
  acre master-planned community of Bridgelands,
  Texas
• Rouse acquired a 52.5 economic interest in The
  Woodlands in December 2003.
• The available land within each community is fully
  entitled.
• NOI from community development was 41.3 million
  for the first quarter of 2004, up 38 from 2003s
  first quarter. NOI for 2004 should exceed 2003s
  contribution of 123.9 million.

Net Operating Income
Millions
123.9
125
86.2
78.0
69.9
51.6
49.2
48.0
0
1997
1998
1999
2000
2001
2002
2003
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Community Development at RouseTurning Raw Dirt
into Valuable Land
Rouse sells high-margin finished land
Use credibility to participate in broader
political process
Achieve critical mass and milestones
Develop amenities
Rouse sells land when appropriate
Manage land sales and development program
Build infrastructure
Rouse acquires raw and/or entitled land
Obtain subdivision approvals
Achieve necessary entitlements
Create and gain approval for master plan
Purchase or otherwise control land
TIME
Rouse invests to build community and its
infrastructure
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Rouse Master-Planned Communities
Summerlin
Bridgelands
Columbia (1)
Woodlands
Size (acres) Saleable acres Current
residents Residents at completion Current
employment 2002 employment (10 mile ring
demographics) Number of firms Total employees
white collar
22,500 6,700 66,700 170,000 14,400 24,671 384,80
9 55
9,000 6,700 -- 50,000 -- 8,412 78,375 58
15,300 1,500 96,500 105,500 91,000 16,844 234,42
7 64
27,000 5,100 72,000 125,000 30,000 8,690 78,310
61
(1) Includes Fairwood in Prince Georges County,
MD.
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Houston Community Development
THE WOODLANDS
BRIDGELANDS
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Houston Economy

• Large, steadily growing population center
• Fourth largest U.S. city, seventh largest MSA
• Houston MSA has 4.7 million residents
• 25 increase 1990 - 2000
• Houstons strong economic growth is expected to
  continue.
• Annual job growth of 60,000 since 1995
• 2003-2007 population growth is projected to be
  in excess of 7.
• Employment growth over this period is projected
  to be 9.3.
• Per capita income remains high
• 26 higher than the state of Texas
• 18 higher than the United States
• Certain key employers are continuing to hire

Wal-Mart, Inc. McDonalds Corporation ExxonMobi
l Corp. University of Texas Anderson Cancer
Center Halliburton Company Hewlett-Packard The
Kroger Company Baylor College of Medicine
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The Woodlands

• Thirty year track record
• 70,000 residents primarily in single-family
  homes
• 900 businesses employing 30,000
• The Woodlands has consistently outsold the other
  15 leading master-planned communities in
  Houston.
• Average housing starts over the last 10 years
  have been over 1,200 per year.
• The next closest community has been just under
  600 per year.
• Average new-home price in 2003 is 293,000.
• Attractive amenities
• One of the highest ranking school
• districts in the Houston area
• Provides homeowners with investment
• protection in a market with no zoning
• Projected build-out of eight to ten years

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Bridgelands Overview

• 25 miles northwest of downtown Houston, off US
  290
• Current major access projects will enhance site
  access
• Beautiful natural landscape
• 8,060 acres originally purchased
• 950 acres subsequently added
• Over 17,000 single family units projected
• Over 900 acres of commercial use
• First land sales in late 2005

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Office and Other Properties

• Rouse owns and manages a portfolio of office,
  industrial and other commercial properties
  totaling approximately 9 million square feet,
  primarily in the Baltimore / Washington and Las
  Vegas / Summerlin markets.
• Total portfolio occupancy is relatively stable,
  85 at March 31,2004.
• The decline in 2001 was due to the Companys
  transfer of 37 office / industrial properties in
  Las Vegas in late 2000. Subsequent declines,
  related to a nationwide office slump, reduced
  demand with an oversupply of space and additional
  dispositions.

Net Operating Income
Millions
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Strategic Asset Management
Rouse optimizes its real estate portfolio through
the acquisition, development, expansion and
disposition of assets over time. Major
transactions over last ten years Acquisitions June
1996 520 million acquisition of The Hughes
Corporation and its assets, including the 22,500
acre master-planned community of Summerlin, NV,
Fashion Show Mall, and other land parcels and
commercial buildings in Las Vegas. December 1998
1 billion acquisition of TrizecHahns interests
in four regional centers. In 1997 sales averaged
405/SF at these projects. In 2003 sales averaged
502/SF. May 2002 1.5 billion acquisition of
Rodamco North Americas interests in eight
regional centers. In 2003 sales averaged 473/SF
at these projects. 2002 - 2003 More than 500
million of individual asset acquisitions. June
2003 Acquired 8,000 acres in West Houston for the
development of the community of
Bridgelands. December 2003 400 million
acquisition of CEIs 52.5 economic interest in
The Woodlands. March 2004 Acquired Providence
Place. Dispositions Since 1993 Rouse has disposed
of interests in more than 45 retail projects and
more than 40 office/industrial buildings. March
2002 100 million sale of interests in Columbias
12 village centers. May 2003 548 million sale of
six Philadelphia area projects. December 2003 -
February 2004 233 million disposition of
interests in Hughes Center in Las Vegas.
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Total Net Operating Income
Millions
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Reduction in Leverage
Debt (1) /Gross Asset Value
(2)
(1) Includes JV debt
(2) Includes the effect of the Hughes Center
disposition
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Common Stock Dividend
2.00
1.88
(1)
1.68
1.56
1.42
1.32
1.12
C.A.G.R. 14 (26 years)
0.88
0.68
0.60
0.60
0.52
0.40
0.31
0.16
0.07
0.00
1978
80
82
84
86
88
90
92
94
96
98
2000
2002
2004
(1) 2004 dividend represents the annual rate of
the dividend approved by the Companys Board of
Directors for the first half of 2004.
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Corporate GovernanceRouses History and
Established Practices

• The Rouse Culture
• Business Conduct and Ethics Policy
• The Rouse Board of Directors
• Board Committees
• The Audit Committee
• Internal Audit
• Quarterly Business Reviews

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Investment Highlights

• One of the highest-quality diversified real
  estate portfolios in the public arena
• Professional, experienced management team, free
  from conflicts of interest
• A long history of emphasizing long term value
  creation for shareholders (publicly-owned since
  1956)
• An increasing common stock cash dividend since
  1978
  
  
  
• Low dividend payout ratio, allowing for
  significant reinvestment in operating business
• Investment grade credit since the mid-1980s
  (reaffirmed by SP and Moodys, March 2004)
• Opportunity for future growth through
  development, management, ownership, acquisition
  and disposition of high-quality real estate

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