JUNE 2004 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. 1 The Rouse Company 2003 Revenue Contribution (in Millions) Office and Other Properties 15% Community Development 22% $201.0 $291.4 $843.2 Retail Centers 63% 2 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 Faneuil Hall Marketplace Fashion Show Oakbrook Center Perimeter Mall Water Tower Place Net Operating Income Millions $575 $508.9 Bridgewater, NJ Boston, MA Las Vegas, NV Oakbrook, IL Atlanta, GA Chicago, IL $469.8 $375.7 $365.3 $368.3 $327.2 $280.0 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) (1) $545-$555 $100 1997 1998 1999 2000 2001 2002 2003 2004 Est. Excludes leasing at development projects, space >10,000 square feet and terms of two years or less. 3 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 Phoenix Augusta Fort Worth - 2 Austin San Antonio New Orleans - 2 Tallahassee Orlando Palm Beach Miami - 2 4 Retail Centers Properties Owned & Managed for more than 25 Years Highland Mall Perimeter Mall Mall St. Matthews Willowbrook Paramus Park Woodbridge Center 1977 2003 Square Footage 5.8 Million 7.4 Million Department Stores 16 23 Net Operating Income $15.9 Million $108.8 Million Compound Annual Growth Rate of NOI 7.7 % 5 Net Operating Income Retail Centers Owned and Operated for 25 Years $108.8 2003 Millions $115 $108.8 $97.6 $99.4 $92.3 $87.0 Compound Annual Growth Rate: 7.7% $83.2 $78.1 $75.4 $76.5 $92.3 2000 $70.6 $67.0 $59.6 $61.8 $75.4 1995 $56.9 $52.2 $45.6 $42.2 $56.9 1990 $39.6 $34.3 $36.4 $508.9 $20.8 $15.8 $22.9 $24.8 $26.6 $36.4 1985 $17.5 $22.9 1980 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983 1982 1981 1980 1979 1978 1977 $0 6 U.S. Retail Centers Mall Rankings (1) Rating 2 (1) (2) Number of Centers Percent of Total A+ 50 8% A 94 15 % B 210 35 % C 254 42 % Total 608 100 % Includes malls owned by the seven largest REITs plus 98 independently owned centers Rouse’s internal rating system based on sales volume, productivity, anchor performance, regional demographics, quality of tenancy and competitive position in local market. 7 Rouse Regional Centers Mall Ranking Total Regional Centers (1) A+ or A Number Percent C B Number Percent Number Percent 1993 Portfolio 51 Centers 5 10% 13 25% 33 65% Current Portfolio 31 Centers 19 61% 10 32% 2 7% 2007 Portfolio (2) 34 Centers 22 65% 12 35% - - (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. 8 Rouse Regional Center Rankings As of 12/31/03 A+ or A B C 19 Centers 61% of Total 10 Centers 32% of Total 2 Centers 7% of Total Beachwood Place Bridgewater Commons Christiana Mall Fashion Place Fashion Show Augusta Mall Collin Creek Governor's Square Highland Mall Hulen Mall Mall St. Matthews Oviedo Marketplace Owings Mills 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 Oakwood Center Paramus Park Southland White Marsh 9 Rouse Regional Centers Key Performance Measures Regional Centers (1) 2004 Sales per Square Foot (2) 2004 Average Occupancy (3) % 2004 Net Operating Income A+ or A $ 489 94 % 73 % B $ 357 94 % 24 % C $ 286 91 % 3% Center Ranking (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. 10 11 12 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 2003’s first quarter. NOI for 2004 should exceed 2003’s contribution of $123.9 million. Net Operating Income Millions $123.9 $125 $86.2 $78.0 $69.9 $49.2 $48.0 $51.6 $0 1997 1998 1999 2000 2001 2002 2003 13 Community Development at Rouse Turning 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 Rouse invests to build community and its infrastructure TIME 14 Rouse Master-Planned Communities Size (acres) Saleable acres Current residents Residents at completion Current employment Columbia (1) Summerlin Woodlands Bridgelands 15,300 22,500 27,000 9,000 1,500 6,700 5,100 6,700 96,500 66,700 72,000 -- 105,500 170,000 125,000 50,000 91,000 14,400 30,000 -- 2002 employment (10 mile ring demographics) Number of firms 16,844 24,671 8,690 8,412 Total employees 234,427 384,809 78,310 78,375 64% 55% 61% 58% % white collar (1) Includes Fairwood in Prince George’s County, MD. 15 Houston Community Development THE WOODLANDS BRIDGELANDS 16 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 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 hire Wal-Mart, Inc. ExxonMobil Corp. Halliburton Company The Kroger Company McDonalds Corporation University of Texas Anderson Cancer Center Hewlett-Packard Baylor College of Medicine 17 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 18 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 19 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. Net Operating Income Millions $150 $138.7 $130.8 Total portfolio occupancy is relatively stable, 85% at March 31,2004. $94.7 $98.3 $127.9 $125.0 $122.2 $90-$95 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. $0 1997 1998 1999 2000 2001 2002 2003 2004 Est. 20 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 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. 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 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. 21 Total Net Operating Income Millions $750 $722.2 $651.7 $559.8 $561.6 2000 2001 $537.0 $451.4 $411.0 $300 1997 1998 1999 2002 2003 22 Reduction in Leverage Debt (1) /Gross Asset Value 70% 66.0% 61.0% 57.6% 54.8% 54.9% 52.6% 50% 1998 (1) (2) 1999 2000 Includes JV debt Includes the effect of the Hughes Center disposition 2001 2002 (2) 2003 23 Common Stock Dividend $2.00 $1.88 (1) $1.68 $1.56 $1.42 $1.32 $1.12 $0.88 $0.52 $0.60 $0.60 90 92 $0.68 $0.40 $0.31 $0.16 $0.07 $0.00 1978 (1) 80 82 84 86 88 94 96 98 2000 2002 2004 dividend represents the annual rate of the dividend approved by the Company’s Board of Directors for the first half of 2004. 2004 24 Corporate Governance Rouse’s 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 25 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-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 26