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NOVEMBER 2003 Slide 2 Safe Harbor Statement This presentation includes forward-looking statements, which reflect the Companys current view with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical or anticipated results. The words believe, expect, anticipate and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Rouse Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of certain factors that could cause actual results to differ materially from historical or anticipated results, including real estate investment risks, development risks and changes in the economic climate, see Exhibit 99.1 of The Rouse Companys Form 10-K for the year ended December 31, 2002. 1 Slide 3 The Woodlands Acquisition 2 Slide 4 Summary of the Transaction The Rouse Company (RSE) has signed a letter of intent to acquire the 52.5% ownership of The Woodlands, currently owned by Crescent Real Estate Equities Co. (Crescent). Morgan Stanley Real Estate Fund, L.P. (MSREF) will continue to own the remaining 47.5% of The Woodlands. The Woodlands provides RSE with additional geographic diversification in one of the nations pre-eminent master-planned communities with a thirty year history, enhancing its recent investment in West Houston. RSE will pay $387 million for the 52.5% stake capitalized through the sale of the Hughes Center to Crescent, the assumption of debt, and asset sales. Proposed timetable: CompletedDue diligence 11/25/03Target signing definitive agreement 12/31/03Closing 3 Slide 5 RSE Net Operating Income Mix Nine Months Ended September 30, 2003 4 By Segment By Geography Office/Other 16.3% Community 16.7% Retail 67.0% Office/Other 13.1% Community 18.2% Retail 68.6% Vegas 18.4% Baltimore/ Washington 22.4% Other 59.2% N.B. Before commercial development and corporate overhead expenses. Excludes effects of The Woodlands transaction. Slide 6 5 THE WOODLANDS WEST HOUSTON MASTER-PLANNED COMMUNITY Slide 7 The Woodlands Today Considered the leading MPC in Houston Consistently achieving the highest home prices and residential absorption pace in the area 6 Attractive proximity to Houston 25 miles due north Located on I-45 Thirty year track record 70,000 residents primarily in single-family homes 900 businesses employing 30,000 Attractive amenities 21 public and private schools One of the highest ranking school districts in the Houston area 14 of the 16 schools in the district were rated in the top two categories The Woodlands High School is a national blue ribbon school (by the U.S. Dept. of Education) Provides homeowners with investment protection in market with no zoning Regional Mall Community college Two hospitals Regional YMCA Slide 8 Overview of the Transaction Community development 8,400 gross / 5,500 saleable acres Office buildings Seven owned and operated (520K sf) Five currently for sale Six sale lease-back Recreation Six golf courses (117 holes of golf) The Woodlands Athletic Club Hospitality 416 room resort and conference center (50,000 sf of meeting space) 345 room Marriott Hotel Other (minor investments) Two apartment buildings Title company New home marketing center Senior subsidized housing Ownership Real estate assets included in the transaction: Crescent MSREF Current 52.5% 47.5% Post-closing 52.5% 47.5% The Rouse Company MSREF 7 Slide 9 Market Overview Houston is a strong, growing market with a solid economy and diverse employer base. Large, steadily growing population center Fourth largest U.S. city Houston MSA has 4.7 million residents 25% increase 1990-2000 Robust and diverse economy Annual job growth of 60,000 since 1995 Key industries include: energy, healthcare, technology and consumer services Strong new home growth Annual building permits issued 25,000 since 1992 30,000 since 1998 41,200 new building permits issued in 2002 8 Slide 10 Houston Economy Houstons strong economic growth is expected to continue. 2000-2003 population growth is projected to be in excess of 11%. Employment growth over this period is projected to be 11.5%. Current unemployment is 6% and expected to fall to 5.3% by 2006. Per capita income remains high 20% higher than the state of Texas 14% higher than the United States Certain key employers are continuing to hire Wal-Mart, Inc.McDonalds Corporation ExxonMobil Corp.University of Texas Anderson Cancer Center Halliburton CompanyHewlett-Packard The Kroger CompanyBaylor College of Medicine 9 Slide 11 The Woodlands Performance 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. The Woodlands currently has a 7% market share. Average new-home price in 2003 is $293,000. Projected build-out of eight to ten years 10 Slide 12 Comparison to Other Rouse Master-Planned Communities Size (acres) Saleable acres Current residents 10 mile ring demographics Population Households Average household income Households Earning $75K+ 2002 employment Number of firms Total employees % white collar 27,000 5,500 70,000 272,190 94,756 $ 82,856 40,496 8,690 78,310 61% 14,100 1,004 96,000 483,581 169,555 $ 80,397 78,898 16,844 234,427 64% 22,500 6,295 66,700 614,783 236,420 $ 68,235 69,811 24,671 384,809 55% 8,702 6,100 -- 305,333 102,854 $ 79,240 45,027 8,412 78,375 58% SummerlinW. HoustonColumbiaWoodlands 11 Slide 13