2004 ICSC Investor/Analyst Seminar

May 24, 2004

Retail Centers

Occupancy

93%

Comp Tenant Sales

$439 psf

Retail Centers NOI Growth

2004 growth from comparable properties

2.5% - 3%

2004 growth from the total retail segment

8%

$280.0

$327.2

$365.3 $368.3 $375.7

$469.8

$545-$555

$508.9

$100

$600

1997 1998 1999 2000 2001 2002 2003 2004Est.

Retail Centers Net Operating Income

Millions

1 Excludes urban centers, projects with less than two anchors, and centers open less than two years2 Comparable tenants, excluding spaces >10,000 s.f.

2004 Sales per Square Foot 2

Center Ranking

A+ or A

B

C

RegionalCenters 1

2004 AverageOccupancy

% 2004 NetOperating Income

$ 489

$ 357

$ 286

94 %

94 %

91 %

73 %

24 %

3 %

Rouse Regional CentersKey Performance Measures

Retail Centers Base Rent Growth

New Rents in 2000:

New Rents in 2004, YTD:

$40.00 psf

$50.86 psf27% Growth

6% on compound basis

Shops at La Cantera

San Antonio

San Antonio, Texas

Shops at La Cantera

Nordstrom

Neiman Marcus

Dillard’sFoley’s

Future Expansion

Site

Retail Centers

Community Development

Summerlin

Community Development

Columbia

Community Development

The Woodlands

Bridgelands

$49.2 $48.0$51.6

$69.9

$78.0$86.2

$123.9

$0

$125

1997 1998 1999 2000 2001 2002 2003

Community Development NOI

Millions

Community Development Pricing Growth

Average price per acre in 1998:

Average price per acre in 2003:

$349,000

$739,000

112% Growth

16% on compound basis

Columbia, Maryland

Community Development Pricing Growth

Average price per acre in 1998:

Average price per acre in 2003:

$155,000

$484,000

212% Growth

26% on compound basis

Summerlin, Nevada

Community Development Pricing Growth

Average price per acre in 2002:

Average price per acre in 2003:

$294,000

$405,000

38% Growth

Fairwood, Maryland

The Woodlands

Bridgelands

2004 ICSC Investor/Analyst Seminar

May 24, 2004

Reconciliation of cash from operations available for reinvestment, net proceeds from capital transactions and net capital redeployments to Statement of Cash Flows

Millions

Net cash provided by operating activities Expenditures for the acquisition of Bridgelands included in land acquisition expenditures Expenditures for improvements to existing properties Dividends paid

Cash from operations available for reinvestment

Proceeds from capital transactions Proceeds from the disposition of properties to PREIT, Kravco and other properties

Proceeds from the disposition of interests in properties Expenditures for acquisition of Christiana netted with proceeds from dispositions Proceeds from the exercise of stock options Net proceeds from the issuance and repayment of debt, excluding construction loan draws Net other investing and other financing activities

Net proceeds from capital transactions

Capital redeployments Total expenditures for acquisitions of interests in properties and other assets

Expenditures for acquisitions of interests in properties and other assets Expenditures for acquisition of Christiana netted with proceeds from dispositions

Purchase of Parent Company-obligated mandatorily redeemable preferred securities Repurchases of common stock Expenditures for the acquisition of Bridgelands included in land acquisition expenditures Equity in development

Expenditures for properties in development Expenditures for investments in unconsolidated real estate ventures in development Proceeds from borrowings on construction loans

Net capital redeployments

Net change in cash

Year ended 12/31/2003

$ 376 22

(71) (162)

165

396

110 95 (4)

597

(437)

(57) (72) (22)(97)

(685)

$ 77

35640

(397) (40)

(168) (27) 98

Payout Ratio Affords Substantial Flexibility

Net cash provided by operating activities Acquisition of Bridgelands

(included in land acquisition expenditures) Improvements to existing properties Dividends paid

Common 150Preferred 12

Cash from operations available for reinvestment

$ 376

22

(71)

(162)

$ 165

Millions

For the year endedDecember 31, 2003

Cash from Operations Supplemented byCapital Raising/Recycling

Cash from operations available for reinvestment

Proceeds from the disposition of properties to PREIT, Kravco and other properties

Proceeds from exercise of stock options

Net borrowings (note 1)

Other, net

Net proceeds from capital transactions

Total capital transactions and cash from operations

$ 165

396

110

95

(4)

$ 597

$ 762

Millions

Note 1 Net proceeds from the issuance and repayment of debt, excluding construction loan draws.

For the year ended December 31, 2003

How Did We Spend It ?

Acquisitions of interests in properties and other assets

Acquisitions of Christiana/Staten Island/ Mizner Park / Other

Acquisition of interest in Woodlands

9.25% QUIPS (preferred securities) retired

Repurchase of shares --- Hughes participation

Bridgelands acquisition

Equity in development (note 1)

Millions

Note 1 Includes expenditures for properties in development and investments in joint ventures in development, net of construction loan draws.

Net capital redeployed

$ 437

57

72

22

97

$ 685

253

184

For the year ended December 31, 2003

Net capital redeployments

Cash from operations available for reinvestment

Net proceeds from capital transactions

Net capital redeployments

$ 165

$ 597

$ 762

$ 685

MillionsFor the year ended December 31, 2003

$77

Other Provisions, Impairment Losses & Net Gains on Dispositions / 2002, 2003 and 1st Q 2004

Pension curtailment & settlement losses

Organizational changes / early retirements

Losses (gains) on early extinguishment of debt

Impairment provisions

Total

$ 30

22

(8)

61

$ 105

Gains onDispositionsProvisions

$ 228

$ 228

Millions

January 2002 - March 2004

* $75 million included in earnings from continuing operations, primarily dispositions of interests in Christiana Mall and Franklin Park, and $153 million included in

discontinued operations.

*

*

Pension Curtailment /Settlement Losses

$30 million through March 31, 2004

$35 million estimate for the remainder of 2004

Acceleration of expense recognition that would otherwise be recognized under GAAP over the remaining average years of service of pension

beneficiaries.

No more pension plan, no more service years.Everything gets recognized currently,regardless of when cash was invested.

During 2004, quarterly expense recognition is tied to the pace at which people retire or leave -- but the impact to annual guidance remains at $0.35/share.

What do the charges represent ?

What does this mean for shareholders going forward?

Meaningful future cash savings without additional current investment.

$18

$4

$11

$32

$11

$0

$15

$0

$40

1999 2000 2001 2002 2003 YTD 04 5 Year Avg

Millions Contributed

Eliminates reporting complexity - cash and earnings diverge in pension accounting.

Organization Changes /Early Retirements

Provision for personnel changes

(Includes $11 M for retirementsof two Vice Chairmen & CFO)

$ 22

Millions

*Assumes 1/1/02 internal cost structure grows at CAGR of 4% and includes 2004 projected internal costs/savings.

$22*

January 1, 2002 –December 31, 2004

SAVINGS

January 1, 2002 - March 31, 2004

Impairment Provisions

Merchant Wired

Impairments - Operating propertiesEchelonWestdaleOther

Total

$ 12

3973

$ 61

Millions

Non-recourse financing protected shareholders

Relieved of mortgage debt exceeding market value

2002, 2003 and 1st Q 2004

Losses (Gains) on Early Extinguishment of Debt: $8 Million Net Benefit

Refinanced $240 million Fashion Show construction loan -

Saving 130 bp vs prior mortgage debt

Mortgage debt replaced with unsecured debt

Redeemed $137 million of 9.25% preferred –

Annualized savings of $12.9 million

Approximately $700,000 in expense savings in 2005

Echelon - Net gain on non-recourse debt relief

Property dispositions - PREIT, Inglewood, other

Other

Net gains

1

$ 4

(36)

19

4

$ (8)

Loss / (Gain)Millions

2002, 2003 and 1st Q 2004

Columbia Land Sales vs. 30 Year Fixed Rate Mortgage

$0

$50

$100

$150

0%

5%

10%

15%Columbia land sales30 yr. fixed rate mortgage

Col

umbi

a La

nd S

ales

(M

illio

ns)

30 Y

ear

Fix

ed R

ate

Mor

tgag

e

*Revenue figures include builder participation

Building Permits vs. 30 Year Fixed Rate Mortgage

0

200

400

600

800

1,000

1,200

1,400

1,600

1980

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

U.S. 7.31% 30 YR. FMR National Unemployment Rate

Bui

ldin

g P

erm

its (

000’

s)

Inte

rest

Rat

e

Urbanization

Columbia Town Center

Urbanization

Woodlands Town Center

Urbanization

Columbia Town Center

Columbia Town Center

Columbia Town Center

Retention of parking fields

Utilization of shared parking

Strategic utilization of ground leases

Ongoing ownership of operating properties

Columbia Town Center

Summerlin

Summerlin

The Woodlands

Beachwood Place Woodbridge Center

Willowbrook Mall Oakbrook Center

Bridgewater Commons Staten Island Mall

Dillard’s

Robinsons - May

Anchor

Anchor

Anchor

Summerlin Town Centre

The Woodlands Town Center

2004 ICSC Investor/Analyst Seminar

May 24, 2004