Rouse Reports Third QuarterResults.

COLUMBIA, Md.--(BUSINESS WIRE)--Nov. 11, 1999--

The Rouse Company today released financial results for the third quarter and nine months of 1999.

Funds From Operations for the third quarter ended September 30, 1999 reached $56.0 million, a 12% increase over $50.2 million for

On a diluted, per share basis, Funds From Operations were $.71 for 1999's third quarter (compared to $.66 a year ago) and $2.17 for the nine months (compared to $2.03 for 1998's first three quarters).

Net Earnings were $26.7 million (versus $19.6 million) for the third quarter and $83.6 million (versus $85.4 million) for the nine months. On a per share basis, Net Earnings were $.32 (compared to $.24) for the third quarter and $1.02 (compared to $1.11) for the nine months.

Each of the Company's three operating lines of business has recorded strong performance for the first three quarters of the year. Funds From Operations (FFO) from retail centers were 9% ahead of 1998; FFO from office, mixed-use and other properties were 42% ahead of last year; and FFO from Community Development land sales operations were down slightly, 4.0%, but on target to exceed 1998 for the full year.

The Company also reported excellent progress on development projects that have recently opened or are scheduled over the next year.

-- At The Mall in Columbia, Nordstrom and 60,000 square feet of

small shops opened on September 17th;

-- At Exton Square outside Philadelphia, Boscov's and Sears

department stores recently opened, a new food court opens in

mid-November and JCPenney and 120,000 square feet of mall stores

will open in May of 2000;

-- In Portland, Oregon, Pioneer Place's small shops and its Saks

Fifth Avenue store will be expanded into a four-level project on

an adjoining city block of downtown;

-- At Moorestown Mall in New Jersey, Strawbridge's department store

opens in November and Lord & Taylor follows in March of 2000;

-- Perimeter Mall, which added the southeast's first Nordstrom store

in 1998, will be expanded by 78,000 square feet of restaurants

and shops in the summer of 2000;

-- Oviedo Marketplace in Orlando, will add a Sears department store

in October of 2000.

Beyond 2000, the Company stated that other expansions and new projects were making excellent progress, including a recently announced center, La Cantera, in northwestern San Antonio. This project will have up to five department stores, 150 specialty stores and is targeted to open in 2002.

On September 23, 1999, the Board of Directors authorized the purchase of up to $250 million of the Company's common stock. Chairman and Chief Executive Officer, Anthony W. Deering, told shareholders that, "The Board concluded that at these price levels, buying the stock is among the best investments we could make."

He concluded, "Overall, the Company will produce very strong results for 1999, and the elements are in place for excellent growth in 2000."

The Rouse Company -- a public company for 40 years (NYSE:RSE) operating more than 250 properties encompassing retail, office, research and development, and industrial space in 22 states. The Company, through certain affiliates, is also the developer of the cities of Columbia, Md. and Summerlin, Nev. -0-

Segment Operating Results and Other Selected Data
(Unaudited, in thousands, except per share data)
-------------------------------------------------
                          Three months ended      Nine months ended
                             September 30,           September 30,
                          1999        1998        1999        1998
                          ----        ----        ----        ----

Revenues
  Retail centers       $ 143,780   $ 141,245   $ 431,637   $ 395,579
  Office, mixed-use
   and other              63,528      49,441     188,944     156,101
  Land sales operations   47,798      35,641     152,576     165,993
  Corporate investment
   income (loss), net       (127)        585       1,336       2,668
                       ---------   ---------   ---------   ---------
                         254,979     226,912     774,493     720,341
                       ---------   ---------   ---------   ---------

Operating expenses,
 exclusive of
 depreciation and
 amortization
  Retail centers          67,801      68,529     203,267     195,592
  Office, mixed-use
   and other              28,998      22,813      81,926      73,921
  Land sales operations   35,804      26,849     109,252     120,328
  Development                648      (1,052)      1,949       3,452
  Corporate                3,518       5,552      14,145      14,398
                       ---------   ---------   ---------   ---------
                         136,769     122,691     410,539     407,691
                       ---------   ---------   ---------   ---------

Interest expense
  Retail centers          39,510      35,786     122,066     102,197
  Office, mixed-use
   and other              23,971      18,473      71,728      57,292
  Land sales operations      880         941       2,619       3,240
  Corporate               (2,175)     (1,174)     (5,332)     (4,253)
                       ---------   ---------   ---------   ---------
                          62,186      54,026     191,081     158,476
                       ---------   ---------   ---------   ---------
   Funds from
    Operations         $  56,024   $  50,195   $ 172,873   $ 154,174
                       =========   =========   =========   =========


Funds from Operations
 by segment
  Retail centers       $  36,469   $  36,930   $ 106,304   $  97,790
  Office, mixed-use
   and other              10,559       8,155      35,290      24,888
  Land sales operations   11,114       7,851      40,705      42,425
  Development               (648)      1,052      (1,949)     (3,452)
  Corporate               (1,470)     (3,793)     (7,477)     (7,477)
                       ---------   ---------   ---------   ---------
    Funds from
     Operations           56,024      50,195     172,873     154,174
  Depreciation and
   amortization          (27,291)    (23,813)    (85,426)    (66,589)
  Gain (loss) on
   dispositions of
   assets and other
   provisions, net         1,639      (7,583)      4,473      11,200
  Deferred income taxes   (3,715)      2,713      (7,375)    (13,477)
  Extraordinary gain
   (loss) from
   extinguishments of
   debt, net of related
   income tax benefits        (3)     (1,901)       (913)      4,674
  Cumulative effect of
   change in accounting
   for participating
   mortgages                  --          --          --      (4,629)
                       ---------   ---------   ---------   ---------

Net earnings           $  26,654   $  19,611   $  83,632   $  85,353
                       =========   =========   =========   =========
Net earnings
 applicable to
 common shareholders   $  23,616   $  16,573   $  74,518   $  76,239
                       =========   =========   =========   =========

Earnings per share
 of common stock:
  Basic                $     .33   $     .24   $    1.03   $    1.12
                       =========   =========   =========   =========
  Diluted              $     .32   $     .24   $    1.02   $    1.11
                       =========   =========   =========   =========

Other selected data
Dividends per share
  Common stock         $     .30   $     .28   $     .90   $     .84
                       =========   =========   =========   =========
  Preferred stock      $     .75   $     .75   $    2.25   $    2.25
                       =========   =========   =========   =========

Funds from Operations
 per share
  Basic                $     .73   $     .69   $    2.27   $    2.15
                       =========   =========   =========   =========
  Diluted              $     .71   $     .66   $    2.17   $    2.03
                       =========   =========   =========   =========


Consolidated Balance Sheets
(in thousands)
---------------------------
                                   September 30,       December 31,
                                       1999                1998
                                    (unaudited)
                                   -------------       ------------
Assets
 Property:
  Operating properties, net       $   3,258,382       $   4,140,416
  Properties in development             243,363             167,360

  Properties held for sale               74,724             165,894
                                  -------------       -------------
       Total property                 3,576,469           4,473,670

  Investments in and advances
   to unconsolidated real
   estate ventures                      533,840             322,066
  Prepaid expenses, receivables
   under finance leases and
   other assets                         243,474             241,040
  Accounts and notes receivable          70,666              75,917
  Investments in marketable securities    4,574               4,256
  Cash and cash equivalents              32,135              37,694
                                  -------------       -------------
       Total                      $   4,461,158       $   5,154,643
                                  =============       =============

Liabilities
 Debt:
  Property debt not carrying a
   Parent Company guarantee
   of repayment                   $   2,512,960       $   2,865,119

  Parent Company debt and debt
   carrying a Parent Company
   guarantee of repayment:
    Property debt                       161,566             161,986
    Convertible subordinated debentures      --             128,515
    Other debt                          693,500             903,200
                                  -------------       -------------
                                        855,066           1,193,701
                                  -------------       -------------
        Total debt                    3,368,026           4,058,820
                                  -------------       -------------

  Accounts payable, accrued
   expenses and other liabilities       312,377             329,932
  Company-obligated mandatorily
   redeemable preferred securities      136,965             136,965
  Shareholders' equity                  643,790             628,926
                                  -------------       -------------
        Total                     $   4,461,158       $   5,154,643
                                  =============       =============


Reconciliations of Segment Operating Data to Consolidated Financial
Statements
(Unaudited, in thousands)
-------------------------------------------------------------------

Reconciliations of the revenues and expenses reported in the schedule
of segment operating results to the related amounts in the
consolidated financial statements are summarized as follows:

                          Three months ended      Nine months ended
                             September 30,           September 30,
                          1999        1998        1999        1998
                          ----        ----        ----        ----
Revenues
  Total reported for
   segments            $ 254,979   $ 226,912   $ 774,493   $ 720,341
  Revenues of majority
   financial interest
   ventures              (73,580)    (59,621)   (226,688)   (212,883)
  Share of Funds from
   Operations of
   minority interest
   ventures               (5,608)     (3,131)    (15,098)     (9,061)
  Other                     (147)       (152)       (420)       (452)
                       ---------   ---------   ---------   ---------
     Total in financial
      statements       $ 175,644   $ 164,008   $ 532,287   $ 497,945
                       =========   =========   =========   =========

Operating expenses,
 exclusive of
 depreciation and
 amortization
  Total reported for
   segments            $ 136,769   $ 122,691   $ 410,539   $ 407,691
  Operating expenses of
   majority financial
   interest ventures     (42,790)    (37,576)   (133,702)   (124,718)
  Participation by others
   in Company's share of
   earnings of majority
   financial interest
   ventures               (8,497)     (3,980)    (19,902)    (19,019)
  Provision for bad debts (1,974)     (1,926)     (6,350)     (3,716)
  Current income taxes
   applicable to
   operations               (108)        (37)       (265)       (236)
  Current income taxes of
   majority financial
   interest ventures          28      (1,875)     (2,440)     (2,169)
  Other                     (175)       (112)       (471)       (525)
                       ---------   ---------   ---------   ---------
     Total in financial
      statements       $  83,253   $  77,185   $ 247,409   $ 257,308
                       =========   =========   =========   =========

Interest expense
  Total reported for
   segments            $  62,186   $  54,026   $ 191,081   $ 158,476
  Interest expense of
   majority financial
   interest ventures      (2,064)     (1,809)     (7,501)     (6,521)
                       ---------   ---------   ---------   ---------
     Total in financial
      statements       $  60,122   $  52,217   $ 183,580   $ 151,955
                       =========   =========   =========   =========

Depreciation and
 amortization
  Total reported for
   segments            $  27,291   $  23,813   $  85,426   $  66,589
  Share of depreciation
   and amortization of
   majority financial
   interest ventures      (2,931)     (2,465)     (8,834)     (7,468)
  Share of depreciation
   and amortization of
   minority interest
   ventures                 (516)       (813)     (2,618)     (2,377)
   Other                     (10)        (21)        (61)        (31)
                       ---------   ---------   ---------   ---------
     Total in financial
      statements       $  23,834   $  20,514   $  73,913   $  56,713
                       =========   =========   =========   =========

Notes:

(1)  Segment operating data are presented in accordance with Statement
     of Financial Accounting Standards No. 131, "Disclosures about
     Segments of an Enterprise and Related Information" which became
     effective in 1998. As required by the Statement, segment data are
     reported using the performance measure and accounting policies
     followed by the Company for internal reporting to management. The
     performance measure is Funds from Operations (FFO). The Company
     defines FFO as net earnings, excluding cumulative effects of
     changes in accounting principles, extraordinary items, gain
     (loss) on dispositions of assets and other provisions, net,
     depreciation and amortization and deferred income taxes.
     Additionally, equity in earnings of unconsolidated ventures and
     minority interests have been adjusted to reflect FFO on the same
     basis. The accounting policies of the segments are the same as
     those of the Company, except that real estate ventures in which
     the Company holds substantially all of the financial interest but
     does not own a majority voting interest (majority financial
     interest ventures) are accounted for on a consolidated basis
     rather than using the equity method, and the Company's share of
     FFO of unconsolidated real estate ventures in which it holds a
     minority interest is included in revenues. These differences
     affect only the reported revenues, operating and interest
     expenses of the segments and have no effect on the reported net
     earnings or FFO of the Company.

(2)  Balance sheet data does not include consolidation of the accounts
     of the majority financial interest ventures.


Calculation of Earnings and Funds from Operations Per Share
(Unaudited, in thousands)
-----------------------------------------------------------

                          Three months ended      Nine months ended
                             September 30,           September 30,
                          1999        1998        1999        1998
                          ----        ----        ----        ----

Funds from Operations
 Per Share (Basic)
  Funds from
   Operations          $  56,024   $  50,195   $ 172,873   $ 154,174
  Dividends on
   Preferred stock        (3,038)     (3,038)     (9,114)     (9,114)
  Dividends on unvested
   common stock awards      (115)       (114)       (353)       (382)
                       ---------   ---------   ---------   ---------
  Adjusted Funds from
   Operations          $  52,871   $  47,043   $ 163,406   $ 144,678
                       =========   =========   =========   =========

  Weighted-average
   shares outstanding     71,979      68,323      71,868      67,437
                       =========   =========   =========   =========

Funds from Operations
 Per Share (Diluted)
  Funds from
   Operations          $  56,024   $  50,195   $ 172,873   $ 154,174
  Dividends on unvested
   common stock awards      (305)        (60)       (627)       (252)
  Interest on convertible
   subordinated debentures    --       1,823       3,222       5,481
  Interest on convertible
   property debt             769          --       2,051          --
                       ---------   ---------   ---------   ---------
  Adjusted Funds
   from Operations     $  56,488   $  51,958   $ 177,519   $ 159,403
                       =========   =========   =========   =========

  Weighted-average
   shares outstanding     71,979      68,323      71,868      67,437
  Dilutive securities:
    Convertible
     subordinated
     debentures               --       4,490       2,581       4,507
    Convertible
     Preferred stock       5,310       5,310       5,310       5,310
    Convertible
     property debt         1,616          --       1,538          --
    Options, warrants,
     and unvested
     common stock awards     608         922         594       1,125
                       ---------   ---------   ---------   ---------
  Adjusted weighted-average
   shares used in FFOPS
   computation            79,513      79,045      81,891      78,379
                       =========   =========   =========   =========

Earnings Per Share (Basic)
  Net earnings         $  26,654   $  19,611   $  83,632   $  85,353
  Dividends on
   Preferred stock        (3,038)     (3,038)     (9,114)     (9,114)
  Dividends on unvested
   common stock awards      (115)        (60)       (353)       (382)
                       ---------   ---------   ---------   ---------
  Adjusted net
   earnings            $  23,501   $  16,459   $  74,165   $  75,857
                       =========   =========   =========   =========

  Weighted-average
   shares outstanding     71,979      68,323      71,868      67,437
                       =========   =========   =========   =========

Earnings Per Share (Diluted)
  Net earnings         $  26,654   $  19,611   $  83,632   $  85,353
  Dividends on
   Preferred stock        (3,038)     (3,038)     (9,114)     (9,114)
  Dividends on unvested
   common stock awards      (305)       (114)       (627)       (252)
  Interest on convertible
   subordinated debentures    --          --          --          --
                       ---------   ---------   ---------   ---------
  Adjusted net
   earnings            $  23,311   $  16,513   $  73,891   $  75,987
                       =========   =========   =========   =========

  Weighted-average
   shares outstanding     71,979      68,323      71,868      67,437
  Dilutive securities:
    Convertible
     subordinated
     debentures               --          --          --          --
    Options, warrants,
     and unvested common
     stock awards            608         922         594       1,125
                       ---------   ---------   ---------   ---------
  Adjusted weighted-average
   shares used in EPS
   computation            72,587      69,245      72,462      68,562
                       =========   =========   =========   =========