JUNE 2004. Headquartered in Columbia, Maryland, The Rouse Company is a premier real estate development and management company (book value of assets.

JUNE 2004

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 CentersCommunity Development Office and Other Properties

Rouse is the developer of the premier master-planned communities of Columbia and Fairwood inMaryland; Summerlin, Nevada, just outside of Las Vegas; The Woodlands in Houston, Texas; and a new project, Bridgelands, on the western side of Houston.

The Rouse Company

1

$291.4

Community Development22%

$843.2

Retail Centers63%

Office and Other Properties15%

$201.0

The Rouse Company2003 Revenue Contribution

2

(in Millions)

$280.0

$327.2

$365.3 $368.3 $375.7

$469.8

$545-$555

$508.9

$100

$575

1997 1998 1999 2000 2001 2002 2003 2004Est.

(1) Excludes leasing at development projects, space >10,000 square feet and terms of two years or less.

Retail Centers

3

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

Retail Center Geographic Diversity

4

Denver

Augusta

Tallahassee

Orlando

New Orleans - 2

Minneapolis

Las Vegas - 4

Durham

Portland

Austin

Fort Worth - 2

San Antonio

Salt Lake City

Seattle

Boston

New York City - 2

Louisville

Detroit - 2

Atlanta

Palm Beach

Cleveland

Phoenix

Baltimore / Columbia - 8

New Jersey - 4Chicago - 2

Miami - 2

Wilmington

Providence

Highland Mall

Mall St. Matthews

Paramus Park

Perimeter Mall

Willowbrook

Woodbridge Center

Retail CentersProperties Owned & Managed for more than 25 Years

5

1977

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 %

2003

$15.8$17.5

$20.8$22.9

$24.8$26.6

$34.3$36.4

$39.6$42.2

$45.6

$52.2

$56.9$59.6

$61.8

$67.0$70.6

$75.4$78.1

$76.5

$83.2

$87.0

$92.3

$97.6$99.4

$108.8

$508.9

$0

$115

19

77

19

78

19

79

19

80

19

81

19

82

19

83

19

84

19

85

19

86

19

87

19

88

19

89

19

90

19

91

19

92

19

93

19

94

19

95

19

96

19

97

19

98

19

99

20

00

20

01

20

02

20

03

$75.41995

Millions

$108.82003

$56.91990

$22.91980

Compound Annual Growth Rate: 7.7%

Net Operating IncomeRetail Centers Owned and Operated for 25 Years

6

$36.41985

$92.32000

A+

A

B

C

Total

Rating 2

50

94

210

254

608

Number of Centers

Percent ofTotal

8 %

15 %

35 %

42 %

100 %

(1) Includes malls owned by the seven largest REITs plus 98 independently owned centers(2) Rouse’s internal rating system based on sales volume, productivity, anchor performance, regional demographics,

quality of tenancy and competitive position in local market.

U.S. Retail CentersMall Rankings (1)

7

(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.

1993 Portfolio51 Centers

Current Portfolio31 Centers

Total RegionalCenters (1)

2007 Portfolio (2)

34 Centers

Mall Ranking

A+ or A B C

5 10% 13 25% 33

19 61% 10 32% 2 7%

Number Percent Number Percent Number Percent

22 65% 12 35% --

Rouse Regional Centers

8

65%

Rouse Regional Center RankingsAs of 12/31/03

19 Centers61% of TotalBeachwood 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 Centers32% of TotalAugusta Mall

Collin Creek

Governor's Square

Highland Mall

Hulen Mall

Mall St. Matthews

Oakwood Center

Paramus Park

Southland

White Marsh

2 Centers7% of Total Oviedo Marketplace

Owings Mills

A+ or A B C

9

(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.

2004 Sales per Square Foot (2)

Center Ranking

A+ or A

B

C

Regional Centers (1) 2004 AverageOccupancy (3)

% 2004 NetOperating Income

$ 489

$ 357

$ 286

94 %

94 %

91 %

73 %

24 %

3 %

Rouse Regional CentersKey Performance Measures

10

11

12

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 2003’s first quarter. NOI for 2004 should exceed 2003’s contribution of $123.9 million.

Development of Planned Communities

13

$49.2 $48.0$51.6

$69.9

$78.0$86.2

$123.9

$0

$125

1997 1998 1999 2000 2001 2002 2003

Net Operating Income

Millions

14

Community Development at RouseTurning Raw Dirt into Valuable Land

Build infrastructure

Purchase or otherwise control land

Create and gain approval for master plan

Obtain subdivision approvals

Achieve necessary entitlements

Develop amenities

Achieve critical mass and milestones

Use credibility to participatein broader political process

Manage land sales and development program

Rouse sells high-margin finished land

Rouse sells land when appropriate

Rouse invests to build community and its infrastructure TIME

Rouseacquiresraw and/orentitled land

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

384,809

55%

Summerlin

9,000

6,700

--

50,000

--

8,412

78,375

58%

Bridgelands

15,300

1,500

96,500

105,500

91,000

16,844

234,427

64%

Columbia (1)

27,000

5,100

72,000

125,000

30,000

8,690

78,310

61%

Woodlands

(1) Includes Fairwood in Prince George’s County, MD.

Rouse Master-Planned Communities

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THE WOODLANDSTHE WOODLANDS

BRIDGELANDSBRIDGELANDS

Houston Community Development

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Large, steadily growing population center Fourth largest U.S. city, seventh largest MSA Houston MSA has 4.7 million residents 25% increase 1990 - 2000

Houston’s 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 hireWal-Mart, Inc. McDonalds Corporation

ExxonMobil Corp. University of Texas Anderson Cancer Center

Halliburton Company Hewlett-Packard

The Kroger Company Baylor College of Medicine

Houston Economy

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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 schooldistricts in the Houston area

Provides homeowners with investment protection in a market with no zoning

Projected build-out of eight to ten years

The Woodlands

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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

Bridgelands Overview

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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 Company’s 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.

Office and Other Properties

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$94.7$98.3

$130.8$138.7

$127.9 $125.0 $122.2

$90-$95

$0

$150

1997 1998 1999 2000 2001 2002 2003 2004Est.

Net Operating Income

Millions

Rouse optimizes its real estate portfolio through the acquisition, development, expansion and disposition of assets over time.

Major transactions over last ten yearsAcquisitionsJune 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 TrizecHahn’s 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 America’s 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 CEI’s 52.5% economic interest in The Woodlands.March 2004 Acquired Providence Place.

DispositionsSince 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 Columbia’s 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.

Strategic Asset Management

21

$411.0

$451.4

$537.0$559.8 $561.6

$722.2

$651.7

$300

$750

1997 1998 1999 2000 2001 2002 2003

Total Net Operating Income

22

Millions

66.0%

61.0%

57.6%

54.8% 54.9%

52.6%

50%

70%

1998 1999 2000 2001 2002 2003

Reduction in Leverage

23(2) Includes the effect of the Hughes Center disposition

(1) Includes JV debt

Debt (1) /Gross Asset Value

(2)

(1) 2004 dividend represents the annual rate of the dividend approved by the Company’s Board of Directors for the first half of 2004.

Common Stock Dividend

24

$0.00

$2.00

1978 80 82 84 86 88 90 92 94 96 98 2000 2002 2004

$0.16

$0.31$0.40

$0.52$0.60 $0.60

$0.68

$0.88

$1.12

$1.32$1.42

$1.56

$1.68

$1.88

C.A.G.R. = 14% (26 years)

$0.07

(1)

The Rouse Culture

Business Conduct and Ethics Policy

The Rouse Board of Directors

Board Committees

The Audit Committee

Internal Audit

Quarterly Business Reviews

Corporate GovernanceRouse’s History and Established Practices

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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-1980’s (reaffirmed by S&P and Moody’s, March 2004)

Opportunity for future growth through development, management, ownership, acquisition and disposition of high-quality real estate

Investment Highlights

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