10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2013

or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from                 to                 

COMMISSION FILE NUMBER 001-35287

ROUSE PROPERTIES, INC.

(Exact name of registrant as specified in its charter) 

Delaware	90-0750824
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

1114 Avenue of the Americas, Suite 2800, New York, NY	10036
(Address of principal executive offices)	(Zip Code)

(212) 608-5108

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No

The number of shares of Common Stock, $0.01 par value, outstanding on August 1, 2013 was 49,637,556.

Rouse Properties Inc.

Index

			PAGE NUMBER
Part I	FINANCIAL INFORMATION
	Item I:	Consolidated and Combined Financial Statements (Unaudited)
		Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	3
		Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2013 and 2012	4
		Consolidated and Combined Statements of Equity for the six months ended June 30, 2013 and 2012	5
		Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2013 and 2012	6
		Notes to Consolidated and Combined Financial Statements	7
	Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
		Liquidity and Capital Resources
	Item 3:	Quantitative and Qualitative Disclosures about Market Risk	34
	Item 4:	Controls and Procedures	34
Part II	OTHER INFORMATION
	Item 1:	Legal Proceedings	35
	Item 1A:	Risk Factors	35
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	35
	Item 3:	Defaults Upon Senior Securities	36
	Item 4:	Mine Safety Disclosures	36
	Item 5:	Other Information	36
	Item 6:	Exhibits	36
	SIGNATURE		37
	EXHIBIT INDEX		38

2

ROUSE PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30, 2013			December 31, 2012
	(In thousands)
Assets:
Investment in real estate:
Land	$	305,641		$	339,988
Buildings and equipment	1,283,552			1,312,767
Less accumulated depreciation	(137,002		)	(116,336		)
Net investment in real estate	1,452,191			1,536,419
Cash and cash equivalents	17,663			8,092
Restricted cash	50,248			44,559
Demand deposit from affiliate	45,039			150,163
Accounts receivable, net	27,312			25,976
Deferred expenses, net	39,054			40,406
Prepaid expenses and other assets, net	78,764			99,458
Total assets	$	1,710,271		$	1,905,073
Liabilities:
Mortgages, notes and loans payable	$	1,133,695		$	1,283,491
Accounts payable and accrued expenses, net	80,604			88,686
Total liabilities	1,214,299			1,372,177
Commitments and contingencies	—			—
Equity:
Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at June 30, 2013 and December 31, 2012	—			—
Common stock: $0.01 par value; 500,000,000 shares authorized, 49,641,716 issued and 49,637,556 outstanding at June 30, 2013 and 49,246,087 issued and 49,235,528 outstanding at December 31, 2012	497			493
Class B common stock: $0.01 par value; 1,000,000 shares authorized, 0 and 359,056 issued and 0 and 359,056 outstanding at June 30, 2013 and December 31, 2012	—			4
Additional paid-in capital	577,115			588,668
Accumulated deficit	(81,751		)	(56,380		)
Total stockholders' equity	495,861			532,785
Non-controlling interest	111			111
Total equity	495,972			532,896
Total liabilities and equity	$	1,710,271		$	1,905,073

The accompanying notes are an integral part of these consolidated and combined financial statements.

3

ROUSE PROPERTIES, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	For the three months ended						For the six months ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
	(In thousands, except per share amounts)
Revenues:
Minimum rents	$	39,834		$	36,505		$	78,563		$	72,271
Tenant recoveries	16,155			16,000			32,335			31,573
Overage rents	841			649			2,291			2,013
Other	1,551			1,268			2,685			2,332
Total revenues	58,381			54,422			115,874			108,189
Expenses:
Real estate taxes	6,069			5,424			11,784			11,257
Property maintenance costs	2,925			3,161			6,203			6,428
Marketing	660			625			1,312			1,051
Other property operating costs	14,210			14,075			27,817			27,615
Provision for doubtful accounts	350			405			499			646
General and administrative	5,248			5,240			10,099			10,384
Depreciation and amortization	15,563			16,032			31,670			33,163
Other	969			1,983			1,467			6,442
Total expenses	45,994			46,945			90,851			96,986
Operating income	12,387			7,477			25,023			11,203
Interest income	125			8			326			9
Interest expense	(21,659		)	(22,008		)	(41,303		)	(50,320		)
Loss before income taxes and discontinued operations	(9,147		)	(14,523		)	(15,954		)	(39,108		)
Provision for income taxes	(219		)	(173		)	(254		)	(239		)
Loss from continuing operations	(9,366		)	(14,696		)	(16,208		)	(39,347		)
Discontinued operations:
Loss from discontinued operations	(513		)	(1,244		)	(23,158		)	(2,670		)
Gain on extinguishment of debt	13,995			—			13,995			—
Discontinued operations, net	13,482			(1,244		)	(9,163		)	(2,670		)
Net income (loss)	$	4,116		$	(15,940	)	$	(25,371	)	$	(42,017	)
Loss from continuing operations per share- Basic and Diluted	$	(0.19	)	$	(0.30	)	$	(0.33	)	$	(0.91	)
Net income (loss) per share - Basic and Diluted	$	0.08		$	(0.32	)	$	(0.51	)	$	(0.98	)
Dividends declared per share	$	0.13		$	0.07		$	0.26		$	0.07
Comprehensive income (loss):
Net income (loss)	$	4,116		$	(15,940	)	$	(25,371	)	$	(42,017	)
Other comprehensive income (loss):
Net unrealized gain (loss) on financial instrument	—			65			—			(65		)
Comprehensive income (loss)	$	4,116		$	(15,875	)	$	(25,371	)	$	(42,082	)

The accompanying notes are an integral part of these consolidated and combined financial statements.

4

ROUSE PROPERTIES, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY

(UNAUDITED)

	Common Stock (shares)		Class B Common Stock (shares)		Common Stock		Class B Common Stock			Additional Paid-In Capital			GGP Equity			Accumulated Deficit			Accumulated Other Comprehensive Loss			Non-controlling Interest		Total Equity
	(In thousands, except share amounts)
Balance at December 31, 2011	—		—		$	—	$	—		$	—		$	426,328		$	—		$	—		$	—	$	426,328
Net loss	—		—		—		—			—			(12,279		)	(29,738		)	—			—		(42,017		)
Comprehensive loss	—		—		—		—			—			—			—			(65		)	—		(65		)
Distributions to GGP prior to spin-off	—		—		—		—			—			(8,394		)	—			—			—		(8,394		)
Contributions from noncontrolling interest	—		—		—		—			—			—			—			—			111		111
Issuance of 35,547,049 shares of common stock and 359,056 shares of Class B common stock related to the spin-off and transfer of GGP equity on the spin-off date	35,547,049		359,056		356		4			405,295			(405,655		)	—			—			—		—
Issuance of 13,333,333 shares of common stock related to the rights offering	13,333,333		—		133		—			199,867			—			—			—			—		200,000
Offering costs	—		—		—		—			(8,392		)	—			—			—			—		(8,392		)
Dividends	—		—		—		—			(3,471		)	—			—			—			—		(3,471		)
Issuance and amortization of stock compensation	344,751		—		4		—			1,015			—			—			—			—		1,019
Balance at June 30, 2012	49,225,133		359,056		$	493	$	4		$	594,314		$	—		$	(29,738	)	$	(65	)	$	111	$	565,119
Balance at December 31, 2012	49,235,528		359,056		$	493	$	4		$	588,668		$	—		$	(56,380	)	$	—		$	111	$	532,896
Net loss	—		—		—		—			—			—			(25,371		)	—			—		(25,371		)
Conversion of Class B share to common shares	359,056		(359,056	)	4		(4		)	—			—			—			—			—		—
Offering costs	—		—		—		—			(324		)	—			—			—			—		(324		)
Dividends	—		—		—		—			(12,913		)	—			—			—			—		(12,913		)
Issuance and amortization of stock compensation	36,573		—		—		—			1,497			—			—			—			—		1,497
Forfeited restricted shares	(4,160	)	—		—		—			—			—			—			—			—		—
Sale of treasury stock	10,559		—		—		—			187			—			—			—			—		187
Balance at June 30, 2013	49,637,556		—		$	497	$	—		$	577,115		$	—		$	(81,751	)	$	—		$	111	$	495,972

The accompanying notes are an integral part of these consolidated and combined financial statements.

5

ROUSE PROPERTIES, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2013			2012
	(In thousands)
Cash Flows from Operating Activities:
Net loss	$	(25,371	)	$	(42,017	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for doubtful accounts	500			714
Depreciation	29,733			31,747
Amortization	2,700			3,300
Amortization/write-off of deferred finance costs	5,081			5,468
Amortization/write-off of debt market rate adjustments	4,679			14,342
Amortization of above/below market leases and tenant inducements	9,151			13,009
Straight-line rent amortization	(1,866		)	(3,156		)
Provision for impairment	21,661			—
Gain on extinguishment of debt	(14,324		)	—
Stock based compensation	1,497			1,019
Net changes:
Accounts receivable	(730		)	(211		)
Prepaid expenses and other assets	2,322			(60		)
Deferred expenses	(5,280		)	(3,390		)
Restricted cash	(323		)	(2,256		)
Accounts payable and accrued expenses	(2,441		)	5,692
Net cash provided by operating activities	26,989			24,201
Cash Flows from Investing Activities:
Acquisition/development of real estate and property additions/improvements	(25,800		)	(20,113		)
Demand deposit from affiliate	105,000			(29,989		)
Deposit for acquisition	(1,000		)	—
Restricted cash	(9,279		)	(18,749		)
Net cash provided by (used in) investing activities	68,921			(68,851		)
Cash Flows from Financing Activities:
Proceeds received from rights offering	—			200,000
Payments for offering costs	(324		)	(8,062		)
Sale of treasury stock	187			—
Contributions from noncontrolling interests	—			111
Change in GGP investment, net	—			(8,394		)
Proceeds from refinance/issuance of mortgages, notes and loans payable	204,500			560,750
Borrowing under revolving line of credit	—			10,000
Principal payments on mortgages, notes and loans payable	(277,947		)	(510,795		)
Repayment under revolving credit line	—			(10,000		)
Dividends paid	(9,930		)	—
Deferred financing costs	(2,825		)	(25,865		)
Net cash provided by (used in) financing activities	(86,339		)	207,745
Net change in cash and cash equivalents	9,571			163,095
Cash and cash equivalents at beginning of period	8,092			204
Cash and cash equivalents at end of period	$	17,663		$	163,299
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest	$	31,523		$	34,748
Non-Cash Transactions:
Change in accrued capital expenditures included in accounts payable and accrued expenses	$	(126	)	$	96
Dividends declared, not yet paid	6,453			3,471
Assumption of mortgage related to the acquisition of a property	—			62,000

The accompanying notes are an integral part of these consolidated and combined financial statements. 

6

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 1ORGANIZATION

Readers of this Quarterly Report should refer to the Company’s (as defined below) audited Consolidated and Combined Financial Statements for the year ended December 31, 2012 which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Annual Report”), as certain footnote disclosures which would substantially duplicate those contained in the Annual Report have been omitted from this Quarterly Report.  Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in the Annual Report.

General

Rouse Properties, Inc. is a Delaware corporation that was created to hold certain assets and liabilities of General Growth Properties, Inc ("GGP"). Prior to January 12, 2012, Rouse Properties, Inc. and its subsidiaries ("Rouse" or the "Company") was a wholly-owned subsidiary of GGP Limited Partnership (“GGP LP”). GGP distributed the assets and liabilities of 30 of its wholly-owned properties (“RPI Businesses”) to Rouse on January 12, 2012 (the “Spin-Off Date”). Before the spin-off, the Company had not conducted any business as a separate company and had no material assets or liabilities. The operations, assets and liabilities of the business were transferred to us by GGP on the Spin-Off Date and are presented as if the transferred business was our business for all historical periods described. As such, the Company's assets and liabilities on the Spin-Off Date are reflective of GGP's respective carrying values. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Rouse from January 12, 2012 through June 30, 2013 and RPI Businesses before January 12, 2012. Before the Spin-Off Date, RPI Businesses were operated as subsidiaries of GGP, which operates as a real estate investment trust (“REIT”). After the Spin-Off Date, the Company elected to continue to operate as a REIT.

Principles of Combination and Consolidation and Basis of Presentation

The accompanying consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The consolidated balance sheets as of June 30, 2013 and December 31, 2012 include the accounts of Rouse, as well as all subsidiaries of Rouse.  The accompanying consolidated and combined statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2013 and 2012 include the consolidated accounts of Rouse and for the six months ended June 30, 2012 include the consolidated accounts of Rouse and the combined accounts of RPI Businesses. The accompanying financial statements for the periods prior to the Spin-Off Date are prepared on a carve out basis from the consolidated financial statements of GGP using the historical results of operations and bases of the assets and liabilities of the transferred businesses and including allocations from GGP. Accordingly, the results presented for the six months ended June 30, 2012 reflect the aggregate operations and changes in cash flows and equity on a carved-out basis for the period from January 1, 2012 through January 12, 2012 and on a consolidated basis from January 13, 2012 through June 30, 2012.  All intercompany transactions have been eliminated in consolidation and combination as of and for the three and six months ended June 30, 2013 and 2012 except end-of-period intercompany balances on the Spin-Off Date between GGP and RPI Businesses which have been considered elements of RPI Businesses' equity. 

The Company operates in a single reportable segment referred to as its retail segment, which includes the operation, development and management of regional malls. Each of the Company's operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. All operations are within the United States, no customer or tenant comprises more than 10% of consolidated and combined revenues, and the properties have similar economic characteristics. As a result, the Company’s operating properties are aggregated into a single reportable segment.

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Properties

Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. After acquisition accounting is applied, the real estate assets are carried at the cost basis less accumulated depreciation. Real estate taxes and interest costs incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes and interest costs are amortized over lives which are consistent with the developed assets.

7

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed.

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, it capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

Impairment

Operating properties and intangible assets

Accounting for the impairment or disposal of long-lived assets require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value. The Company reviews all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net of operating income and occupancy percentages. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to the Company’s plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

During the six months ended June 30, 2013, the Company determined there were events and circumstances which changed management's estimated holding period for the Boulevard Mall. During 2013, the servicer of the loan on the Boulevard Mall placed the loan into special servicing status and communicated to the Company that they would be unwilling to extend the term and discount the loan. As a result of this and the continued decline in operating results of the property, management concluded that it was in the best interest of the Company to convey the property to the lender. As the Company intended on conveying the property to the lender during 2013, the Company revised its intended hold period of this property to less than one year. The change in the hold period adjusted the undiscounted cash flows utilized in the impairment analysis and the Company concluded that the property was not recoverable. Subsequently, the Company recorded an impairment charge on the property of $21.7 million during the first quarter of 2013, as the aggregate carrying value was less than the fair value of the property. This impairment charge is included

8

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

in Loss from discontinued operations on the Company's Consolidated and Combined Statements of Operations and Comprehensive Income (Loss). No impairment charges were recorded for the three months ended June 30, 2013 or the three and six months ended June 30, 2012.

During the three and six months ended June 30, 2013, the Company conveyed its interest in the property to the lender, which resulted in a gain on extinguishment of debt of $14.0 million, which is recorded in Discontinued operations, net on the Company's Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) (see Note 6).

Cash and Cash Equivalents

The Company considers all demand deposits with a maturity of three months or less, at the date of purchase, to be cash equivalents.

Restricted Cash

Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, capital renovations and capital improvements. 

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates as well as the amortization related to above and below-market tenant leases on acquired properties. Minimum rent revenues also includes amortization of lease inducements and percentage rents in lieu of minimum rent from those leases where we receive a percentage of tenant revenues. The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the three and six months ended June 30, 2013 and 2012:

	For the three months ended June 30,						For the six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Straight-line rent amortization	$	879		$	1,613		$	1,823		$	3,015
Lease termination income	218			70			253			217
Net amortization of above and below-market tenant leases	(4,114		)	(6,105		)	(8,413		)	(11,799		)
Amortization of lease inducement	(250		)	—			(500		)	—
Percentage rents in lieu of minimum rent	1,381			2,032			3,486			3,936

Straight-line rent receivables represent the current net cumulative rents recognized prior to when billed and collectible, as provided by the terms of the leases. The following is a summary of straight-line rent receivables, which are included in accounts receivable, net, in our Consolidated Balance Sheets and are reduced for allowances for doubtful accounts:

	June 30, 2013		December 31, 2012
	(In thousands)
Straight-line rent receivables, net	$	10,980	$	9,694

The Company provides an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The Company also evaluates the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long term nature of our leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. The Company's experience relative to unbilled straight-line rent receivables is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations.

9

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

For that portion of the recognized deferred rent that is not deemed to be probable of collection, an allowance for doubtful accounts has been provided. Accounts receivable are shown net of an allowance for doubtful accounts of $3.0 million and $2.5 million as of June 30, 2013 and December 31, 2012, respectively.

Overage rent is paid by a tenant when its sales exceed an agreed-upon minimum amount. Overage rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds. Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other shopping center operating expenses and are generally recognized as revenues in the period the related costs are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement. Other revenues generally consist of amounts earned by the Company for vending, advertising, and marketing revenues earned at our malls and is recognized on an accrual basis over the related service period.

Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share reflects potential dilution of securities by adding other potential shares of common stock, including stock options and nonvested restricted stock, to the weighted-average number of shares of common stock outstanding for a period, if dilutive. For the three and six months ended June 30, 2013 and 2012, there were 2,594,165 and 1,652,486 stock options outstanding that potentially could be converted into shares of common stock, respectively, and 288,408 and 339,655 shares of nonvested restricted stock, respectively. These stock options and shares of restricted stock have been excluded from this computation, as their effect is anti-dilutive. The Company had the following weighted-average shares outstanding:

	For the three months ended June 30,		For the six months ended June 30,
	2013	2012	2013	2012
Weighted average shares - basic and diluted	49,342,013	49,242,014	49,337,110	43,013,900

Fair Value

The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 — unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value.  Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities.  Accordingly, the Company's fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon the sale or disposition of these assets.

The Company's financial instruments are short term in nature and as such their fair values approximate their carrying amount in our consolidated and combined financial statements except for debt. As of June 30, 2013 and December 31, 2012, management’s required estimates of fair value are presented below. The Company estimated the fair value of the debt using a future discounted cash flow analysis based on the use and weighting of multiple market inputs being considered. Based on the frequency and availability of market data, the inputs used to measure the estimated fair value of debt are Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. 

10

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	June 30, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	879,249	$	881,257	$	995,545	$	1,040,964
Variable-rate debt	254,446		257,714		287,946		287,946
Total mortgages, notes and loans payable	$	1,133,695	$	1,138,971	$	1,283,491	$	1,328,910

Deferred Expenses

Deferred expenses are comprised of deferred lease costs incurred in connection with obtaining new tenants or renewals of lease agreements with current tenants, which are amortized on a straight-line basis over the terms of the related leases, and deferred financing costs which are amortized on a straight-line basis (which approximates the effective interest method) over the lives of the related mortgages, notes, and loans payable.  The following table summarizes our deferred lease and financing costs:

	Gross Asset		Accumulated Amortization			Net Carrying Amount
	(In thousands)
June 30, 2013
Deferred lease costs	$	35,567	$	(11,355	)	$	24,212
Deferred financing costs	24,095		(9,253		)	14,842
Total	$	59,662	$	(20,608	)	$	39,054
December 31, 2012
Deferred lease costs	$	31,397	$	(9,162	)	$	22,235
Deferred financing costs	25,068		(6,897		)	18,171
Total	$	56,465	$	(16,059	)	$	40,406

11

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Intangible Assets and Liabilities

The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting:

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
	(In thousands)
June 30, 2013
Tenant leases:
In-place value	$	93,069		$	(45,461	)	$	47,608
Above-market	139,380			(68,647		)	70,733
Below-market	(49,770		)	21,048			(28,722		)
Ground leases:
Below-market	2,173			(328		)	1,845
December 31, 2012
Tenant leases:
In-place value	$	97,887		$	(39,681	)	$	58,206
Above-market	151,936			(62,529		)	89,407
Below-market	(53,558		)	18,490			(35,068		)
Ground leases:
Below-market	2,173			(267		)	1,906

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment on the Company's Consolidated Balance Sheets. Acquired in-place tenant leases are amortized over periods that approximate the related lease terms. The above-market tenant and below-market ground leases are included in prepaid expenses and other assets, and below-market tenant leases are included in accounts payable and accrued expenses as detailed in Notes 3 and 5, respectively. Above and below-market lease values are amortized to revenue over the non-cancelable terms of the respective leases (averaging approximately five years for tenant leases and approximately 35 years for ground leases).

Amortization of these intangible assets and liabilities decreased the Company's income by $8.1 million and $12.0 million for the three months ended June 30, 2013 and 2012, respectively. Amortization of these intangible assets and liabilities decreased the Company's income by $17.7 million and $25.6 million for the six months ended June 30, 2013 and 2012, respectively.

Future amortization of our intangible assets and liabilities is estimated to decrease income by an additional $15.0 million for the remainder of 2013, $18.2 million in 2014, $17.6 million in 2015, $12.6 million in 2016, $8.4 million in 2017, and $4.4 million in 2018.

Asset Retirement Obligations

The Company evaluated any potential asset retirement obligations, including those related to disposal of asbestos containing materials and environmental remediation liabilities. The Company recognizes the fair value of such obligations in the period incurred if a reasonable estimate of fair value can be determined. As of June 30, 2013 and December 31, 2012, the Company recorded a preliminary estimate of the cost of the environmental remediation liability of approximately $4.6 million and $4.5 million, respectively, which is included in accounts payable and accrued expenses on the accompanying Consolidated Balance Sheets. The ultimate cost of remediation to be incurred by the Company in the future may differ from the estimates as of June 30, 2013.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts

12

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets and fair value of debt. Actual results could differ from these and other estimates.

Reclassification

Certain prior period amounts included on the Company's Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) and related notes that are associated with the property that the Company disposed of, have been reclassified to discontinued operations for all periods presented.

NOTE 3PREPAID EXPENSES AND OTHER ASSETS, NET

The following table summarizes the significant components of prepaid expenses and other assets, net:

	June 30, 2013		December 31, 2012
	(In thousands)
Above-market tenant leases, net (Note 2)	$	70,733	$	89,407
Deposits	1,728		796
Below-market ground leases, net (Note 2)	1,845		1,906
Prepaid expenses	3,746		3,563
Other	712		3,786
Total prepaid expenses and other assets, net	$	78,764	$	99,458

NOTE 4MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:

	June 30, 2013		December 31, 2012
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	879,249	$	995,545
Variable-rate debt:
Collateralized mortgages, notes and loans payable	254,446		287,946
Total mortgages, notes and loans payable (1)	$	1,133,695	$	1,283,491

Explanatory Note:

⁽¹⁾ Net of $13.6 million and $33.8 million of non-cash debt market rate adjustments as of June 30, 2013 and December 31, 2012, respectively.

On the Spin-Off Date, the Company entered into a senior secured credit facility (“Senior Facility”) with a syndicate of banks, as lenders, and Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Securities, LLC, RBC Capital Markets, LLC, and U.S. Bank National Association, as joint lead arrangers, that provided borrowings on a revolving basis of up to $50.0 million (the “Revolver”) and a senior secured term loan (the “Term Loan” and, together with the Revolver, the “Facilities”), which provided an advance of approximately $433.5 million and is a direct obligation of the Company. The Facilities closed concurrently with the consummation of the spin-off and have a term of three years. During 2012, the outstanding balance on the Term Loan decreased from $433.5 million to $287.9 million due to the repayments on the Term Loan concurrent with the refinancing of the Pierre Bossier, Southland Center, and Animas Valley Malls. In addition, during 2012, the interest rate was renegotiated from LIBOR plus 5.0% (with a LIBOR floor of 1.0%) to LIBOR plus 4.5% (with no LIBOR floor). In January 2013, in order to maintain the same level of liquidity, the Company paid down an additional $100.0 million on the Term Loan and increased the

13

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Revolver from $50.0 million to $150.0 million. As of June 30, 2013, the outstanding balance on the Term Loan was $187.9 million and no amounts were drawn on the Revolver.

The Company is required to pay an unused fee related to the Revolver equal to 0.30% per year if the aggregate unused amount is greater than or equal to 50% of the Revolver or 0.25% per year if the aggregate unused amount is less that 50% of the Revolver. 

The Senior Facility has affirmative and negative covenants that are customary for a real estate loan, including, without limitation, restrictions on incurrence of indebtedness and liens on the mortgage collateral; restrictions on pledges; restrictions on subsidiary distributions; with respect to the mortgage collateral, limitations on our ability to enter into transactions including mergers, consolidations, sales of assets for less than fair market value and similar transactions; conduct of business; restricted distributions; transactions with affiliates; and limitation on speculative hedge agreements. In addition, we are required to comply with financial maintenance covenants relating to the following: (1) net indebtedness to value ratio, (2) liquidity, (3) minimum fixed charge coverage ratio, (4) minimum tangible net worth, and (5) minimum portfolio debt yield. Failure to comply with the covenants in the Senior Facility would result in a default under the credit agreement governing the Facilities and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under the Senior Facility, which would also result in a cross-default of our Subordinated Facility (as described below).  The Company is in compliance with these financial covenants as of June 30, 2013.

During 2012, the Company also entered into a subordinated unsecured revolving credit facility with a wholly-owned subsidiary of Brookfield Asset Management, Inc., a related party, that provides borrowings on a revolving basis of up to $100.0 million (the “Subordinated Facility”). The Subordinated Facility has a term of three years and six months and will bear interest at LIBOR (with a LIBOR floor of 1%) plus 8.50%. The default interest rate following a payment event of default under the Subordinated Facility will be 2.00% more than the then-applicable interest rate. Interest will be payable monthly.  In addition, the Company is required to pay a semiannual revolving credit fee of $0.3 million. As of June 30, 2013, no amounts have been drawn from the Subordinated Facility.

The Company has individual Property-Level Debt (the “Property-Level Debt”) on 17 of its 31 assets, representing approximately $959.4 million (excluding $13.6 million of market rate adjustments) as of June 30, 2013. The Property-Level Debt has a weighted average interest rate of 5.1% and an average remaining term of 4.9 years. The Property-Level Debt is stand-alone (not cross-collateralized) first mortgage debt and is non-recourse with the exception of customary contingent guarantees/indemnities.

On March 6, 2013, the Company placed a new non-recourse mortgage loan on the Lakeland Mall located in Lakeland, FL for $65.0 million. The loan bears interest at a fixed rate of 4.17%, is amortizing, and has a term of ten years. This loan replaced a $50.3 million loan that had a fixed rate of 5.12% and was the only mortgage in its portfolio that was due in October 2013. Net proceeds to the Company after related closing costs and defeasance was approximately $13.4 million.

On March 21, 2013, the loan associated with the Lakeland Mall was increased by $5.0 million in order to partially fund the acquisition of an anchor previously owned by a third property. The additional $5.0 million loan has the same terms as the Lakeland Mall loan that closed on March 6, 2013.

On May 10, 2013, the Company placed a new non-recourse mortgage loan on the NewPark Mall located in Newark, CA for $71.5 million, with an initial funding of $66.5 million. The loan provides for an additional subsequent funding of $5.0 million upon achieving certain conditions. The loan amortizes over 30 years, bears interest at a floating rate of LIBOR plus 405 basis points, and has a term of four years with a one year extension subject to certain conditions being met. This loan replaced a $62.9 million loan that had a fixed rate of 7.45%. Net proceeds to the Company after related closing costs were approximately $1.1 million.

On June 19, 2013, the Company placed a new non-recourse mortgage loan on the Valley Hills Mall located in Hickory, NC for $68.0 million. The loan bears interest at a fixed rate of 4.47% , has a term of 10 years, and amortizes over 30 years. This loan replaced a $51.4 million loan that had a fixed rate of 4.73%. Net proceeds to the Company after related closing and defeasance costs were approximately $15.0 million.

On June 21, 2013, the Company conveyed the Boulevard Mall located in Las Vegas, NV to the lender of the loan related to the property in full satisfaction of the loan. The loan had a net outstanding balance of approximately $81.3 million and the Company recorded a gain on extinguishment of debt of $14.0 million for the three and six months ended June 30, 2013 (see Notes 2 and 6).

14

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

As of June 30, 2013, $1,569.1 million of land, buildings and equipment (before accumulated depreciation) have been pledged as collateral for our mortgages, notes and loans payable. Certain mortgage notes payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. The weighted-average interest rate on our collateralized mortgages, notes and loans payable was approximately 5.1% and 5.2%, respectively, as of June 30, 2013 and December 31, 2012. As of June 30, 2013, the average remaining term was 4.4 years.

Interest Rate of Caps

The Company entered into a hedge transaction related to a portion of its Term Loan at a cost of approximately $0.1 million during 2012.  This hedge transaction was for an interest rate cap with a notional amount of $110.0 million and caps the daily LIBOR at 1%. The interest rate cap expired on January 12, 2013.

Also, on May 10, 2013, the Company entered into a hedge transaction related to the non-recourse mortgage loan on NewPark Mall for approximately $0.1 million. This hedge transaction was for an interest rate cap with a notional amount of $66.5 million and caps the daily LIBOR at 4.5%.

NOTE 5ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET

The following table summarizes the significant components of accounts payable and accrued expenses, net:

	June 30, 2013		December 31, 2012
	(In thousands)
Below-market tenant leases, net (Note 2)	$	28,722	$	35,068
Accounts payable and accrued expenses	10,719		12,696
Accrued interest	3,805		3,546
Accrued real estate taxes	9,527		9,894
Accrued dividend	6,453		3,479
Deferred income	2,435		3,201
Accrued payroll and other employee liabilities	3,046		1,230
Construction payable	9,458		9,979
Tenant and other deposits	1,460		1,629
Asset retirement obligation liability	4,630		4,503
Other	349		3,461
Total accounts payable and accrued expenses, net	$	80,604	$	88,686

NOTE 6DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES

The Company's disposition and gain on extinguishment of debt, for the periods presented, are included in discontinued operations in our Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) and are summarized in the table set forth below.

During the three and six months ended June 30, 2013, the Company conveyed its interest in the Boulevard Mall to the lender of the loan related to the property. The property had been transferred to special servicing in January 2013 and was conveyed to the lender in June 2013 in full satisfaction of the debt. This resulted in a gain on extinguishment of debt of $14.0 million for the three and six months ended June 30, 2013. Additionally, the conveyance of the property was structured as a reverse like-kind exchange transaction under Internal Revenue Code of 1986 (IRC) Section 1031 for income tax purposes.

15

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	For the three months ended June 30,						For the six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Total revenues	$	2,425		$	2,527		$	4,812		$	5,168
Operating expenses including depreciation and amortization	1,402			2,080			3,082			4,470
Provision for impairment	—			—			21,661			—
Total expenses	1,402			2,080			24,743			4,470
Operating income (loss)	1,023			447			(19,931		)	698
Interest expense	(1,536		)	(1,691		)	(3,227		)	(3,368		)
Net loss from discontinued operations	(513		)	(1,244		)	(23,158		)	(2,670		)
Gain on extinguishment of debt	13,995			—			13,995			—
Net income (loss) from discontinued operations	$	13,482		$	(1,244	)	$	(9,163	)	$	(2,670	)
Net income (loss) from discontinued operations per share- Basic and Diluted	$	0.27		$	(0.03	)	$	(0.19	)	$	(0.06	)

NOTE 7INCOME TAXES

RPI Businesses historically operated under GGP’s REIT structure. The Company has elected to be taxed as a REIT in connection with the filing of its tax return for the 2011 fiscal year. Subject to its ability to meet the requirements of a REIT, the Company intends to maintain this status in future periods. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our ordinary taxable income and to either distribute capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, the Company is required to meet certain asset and income tests.

As a REIT, the Company will generally not be subject to corporate level federal income tax on taxable income that it distributes currently to our stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on our income or property, and to federal income and excise taxes on our undistributed taxable income.

The Company has a subsidiary that it elected to treat as a taxable REIT subsidiary (TRS), which is subject to federal and state income taxes. For each of the three months ended June 30, 2013 and 2012, the Company incurred approximately $0.02 million in taxes associated with the TRS subsidiary. For each of the six months ended June 30, 2013 and 2012, the Company incurred approximately $0.04 million in taxes associated with the TRS subsidiary.

NOTE 8COMMON STOCK

On January 12, 2012, GGP distributed the assets and liabilities of RPI Businesses to Rouse. Pursuant to the spin-off, the Company received certain of the assets and liabilities of GGP. Upon this spin-off the Company issued 35,547,049 shares of our common stock to the existing GGP shareholders. In connection therewith $405.3 million of GGP’s equity was converted to paid-in capital. The GGP shareholders received approximately 0.0375 shares of Rouse common stock for every share of GGP common stock owned as of the record date of December 31, 2011. The Company also issued 359,056 shares of our Class B common stock, par value $0.01 per share, to GGP LP.  The Class B common stock has the same rights as the Rouse common stock, except the holders of Class B common stock do not have any voting rights. On February 6, 2013, the 359,056 shares of our Class B common stock were converted into 359,056 shares of our common stock, at the request of the stockholder.

On March 26, 2012, the Company completed a rights offering and backstop purchase. Under the terms of the rights offering and backstop purchase, the Company issued 13,333,333 shares of our common stock at a subscription price of $15.00 per share. Net proceeds of the rights offering and backstop purchase approximated $191.6 million.

16

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Brookfield Asset Management, Inc. and its affiliates and co-investors (collectively, “Brookfield”) own approximately 54.38% of the Company as of June 30, 2013.

On March 26, 2013, the Company sold 10,559 shares of the Company's common stock that were held as treasury stock at a stock price of $17.91 per share.

Dividends

On February 28, 2013, the Company's Board of Directors declared a first quarter common stock dividend of $0.13 per share which was paid on April 29, 2013 to stockholders of record on April 15, 2013.

On May 2, 2013, the Company's Board of Directors declared a second quarter common stock dividend of $0.13 per share which was paid on July 31, 2013 to stockholders of record on July 15, 2013.

On August 1, 2013, the Company's Board of Directors declared a third quarter common stock dividend of $0.13 per share which will be paid on October 31, 2013 to stockholders of record on October 15, 2013.

NOTE 9STOCK BASED COMPENSATION PLANS

Incentive Stock Plans

In January 2012, the Company adopted the Rouse Properties, Inc. 2012 Equity Incentive Plan (the “Equity Plan”).  The number of shares of common stock reserved for issuance under the Equity Plan is 4,887,997. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the “Awards”). Directors, officers, other employees and consultants of Rouse and its subsidiaries and affiliates are eligible for Awards.  No participant may be granted more than 2,500,000 shares.  The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.

Stock Options

Pursuant to the Equity Plan, the Company granted stock options to certain employees of the Company.  The vesting terms of these grants are specific to the individual grant.  In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions).  In the event that a participating employee ceases to be employed by the Company, any options that have not vested will generally be forfeited. Stock options generally vest annually over a five year period.

The following tables summarize stock option activity for the Equity Plan for the six months ended June 30, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Stock options outstanding at January 1	1,945,643		$	14.64	—	$	—
Granted	695,900		16.48		1,652,486	14.70
Exercised	—		—		—	—
Forfeited	(47,378	)	14.41		—	—
Expired	—		—		—	—
Stock options outstanding at June 30,	2,594,165		$	15.14	1,652,486	$	14.70

17

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	Stock Options Outstanding (1)
Issuance	Shares	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price
March 2012	1,542,708	8.75	$	14.72
May 2012	21,900	8.92	13.71
August 2012	36,400	9.17	13.75
October 2012	297,257	9.33	14.47
February 2013	695,900	9.67	16.48
Stock options outstanding at June 30, 2013	2,594,165	9.07	$	15.14

Explanatory Note:

⁽¹⁾During the three and six months ended June 30, 2013, 4,380 and 319,477, respectively, of stock options became fully vested. The intrinsic value of these options that vested during the three and six months ended June 30, 2013 was $0.03 million and $1.6 million, respectively.

The Company recognized $0.4 million and $0.1 million in compensation expense related to the stock options for the three months ended June 30, 2013 and 2012, respectively. The Company recognized $0.7 million and $0.4 million in compensation expense related to the stock options for the six months ended June 30, 2013 and 2012, respectively.

Restricted Stock

Pursuant to the Equity Plan, the Company granted restricted stock to certain employees and non-employee directors.  The vesting terms of these grants are specific to the individual grant, and are generally three to four year periods. In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions).  In the event that a participating employee ceases to be employed by the Company, any shares that have not vested will generally be forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest.

The following table summarizes restricted stock activity for the six months ended June 30, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding at January 1	263,669		$	14.69	—		$	—
Granted	36,573		16.48		344,751		14.69
Forfeited	(4,160	)	14.72		—		—
Cancelled	—		—		—		—
Vested	(7,674	)	15.56		(5,096	)	14.72
Nonvested restricted stock grants outstanding at June 30	288,408		$	14.87	339,655		$	14.69

The 4,160 shares of restricted stock that were forfeited during the six months ended June 30, 2013 will be held in treasury for future restricted stock or option issuances.

The weighted average remaining contractual term (in years) of granted, nonvested awards as of June 30, 2013 was 1.5 years.

The Company recognized $0.4 million and $0.2 million in compensation expense related to the restricted stock for the three months ended June 30, 2013 and 2012, respectively. The Company recognized $0.8 million and $0.6 million in compensation expense related to the restricted stock for the six months ended June 30, 2013 and 2012, respectively.

Other Disclosures

The estimated values of options granted in the table above are based on the Black-Scholes pricing model using the assumptions in the table below.  The estimate of the risk-free interest rate is based on the average of a 5- and 10-year U.S. Treasury note on the date the options were granted.  The estimate of the dividend yield and expected volatility is based on a review of publicly-traded

18

ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

peer companies.  The expected life is computed using the simplified method as the Company does not have historical share option data. The fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model with the following 2013 weighted-average assumptions:

Risk-free interest rate	1.10	%
Dividend yield	4.25	%
Expected volatility	26.00	%
Expected life (in years)	6.5

As of June 30, 2013, total compensation expense which had not yet been recognized related to nonvested options and restricted stock grants was $9.5 million. Of this total, $1.5 million is expected to be recognized in 2013, $3.1 million in 2014, $2.5 million in 2015, $1.7 million in 2016, $0.6 million in 2017, and $0.1 million in 2018.  These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, and actual forfeiture rates differing from estimated forfeiture rates.

NOTE 10NON-CONTROLLING INTEREST

The non-controlling interest on the Company's Consolidated Balance Sheets represents Series A Cumulative Non-Voting Preferred Stock ("Preferred Shares") of Rouse Holdings, Inc. (Holdings), a subsidiary of Rouse. Holdings issued 111 Preferred Shares at a par value of $1,000 per share to third parties on June 29, 2012. The Preferred Shareholders are entitled to a cumulative preferential annual cash dividend of 12.5%. These Preferred Shares may only be redeemed at the option of Holdings for $1,000 per share plus all accrued and unpaid dividends. Furthermore, in the event of a voluntary or involuntary liquidation of Holdings the Preferred Shareholders are entitled to a liquidation preference of $1,000 per share plus all accrued and unpaid dividends. The Preferred Shares are not convertible into or exchangeable for any property or securities of Holdings.

NOTE 11RELATED PARTY TRANSACTIONS

Transition Services Agreement with GGP

The Company has entered into a transition services agreement with GGP whereby GGP or its subsidiaries provide to us, on a transitional basis, certain specified services for various terms not exceeding 18 months following the spin-off. The services that GGP provides to the Company include, among others, payroll, human resources and employee benefits, financial systems management, treasury and cash management, accounts payable services, telecommunications services, information technology services, asset management services, legal and accounting services and various other corporate services. The charges for the transition services generally are intended to allow GGP to fully recover the costs directly associated with providing the services, plus a level of profit consistent with an arm’s length transaction together with all out-of-pocket costs and expenses. The charges of each of the transition services are generally based on an hourly fee arrangement and pass-through out-of-pocket costs. The Company may terminate certain specified services by giving prior written notice to GGP of any such termination.  For the three months ended June 30, 2013 and 2012, costs associated with the transition services agreement were $0.02 million and $0.4 million, respectively, and for the six months ended June 30, 2013 and 2012 the costs associated were $0.1 million and $1.0 million, respectively. Approximately $0.03 million of these costs were outstanding and payable as of June 30, 2013.

Office Lease with Brookfield

Upon its spin-off from GGP, the Company assumed a 10-year lease agreement with Brookfield, as landlord, for office space for our corporate office in New York City. Costs associated with the office lease were $0.3 million for the three months ended June 30, 2013 and 2012 and $0.5 million for the six months ended June 30, 2013 and 2012. There are no outstanding amounts payable as of June 30, 2013.  In addition, the landlord completed the build out of the Company's office space during 2012 for $1.7 million of which $0.2 million was payable as of June 30, 2013. The costs associated with the build out of the Company's office space were capitalized in buildings and equipment.

During 2012, the Company entered into a 5-year lease agreement with Brookfield, as landlord, for office space for our regional office in Dallas, Texas. The lease commenced in October 2012 with no payments due for the first 12 months. During April 2013,

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ROUSE PROPERTIES, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

the Company amended the lease and expanded its current space with no payments due under the amended lease until December 2013 and no outstanding amounts payable as of June 30, 2013.

Subordinated Credit Facility with Brookfield

The Company entered into a Subordinated Facility with a wholly-owned subsidiary of Brookfield, as lender, for a $100.0 million revolving credit facility.  The Company paid a one time upfront fee of $0.5 million related to this facility in 2012. In addition, the Company is required to pay a semi-annual revolving credit fee of $0.3 million related to this facility. As of June 30, 2013, no amounts have been drawn on this Subordinated Facility and $0.3 million are payable related to the revolving credit fee.

Business Infrastructure Costs

Upon its spin-off from GGP, the Company commenced the development of its information technology platform. The development of this platform requires us to purchase, design and create various information technology applications and infrastructure. Brookfield Corporate Operations, LLC ("BCO") has been engaged to assist in the project development and to procure the various applications and infrastructure of the Company. As of June 30, 2013 and December 31, 2012, the Company incurred $7.6 million and $5.2 million, respectively, of infrastructure costs which are capitalized in buildings and equipment, of which $0.5 million of these costs were outstanding and payable as of June 30, 2013.

Financial Service Center

During 2013, the Company engaged BCO's financial service center to manage certain administrative services of Rouse, such as accounts payable and receivable, employee expenses, lease administration, and other similar types of services. Approximately $0.3 million and $0.6 million in costs were incurred for the three and six months ended June 30, 2013, respectively. Approximately, $0.1 million of these costs were outstanding and payable as of June 30, 2013.

The Company was also required to pay a monthly information technology services fee to BCO. Approximately $0.5 million and $0.9 million in costs were incurred for the three and six months ended June 30, 2013, of which $0.2 million of these costs were outstanding and payable as of June 30, 2013.

Demand Deposit from Brookfield U.S. Holdings

In August 2012, the Company entered into an agreement with Brookfield U.S. Holdings (U.S. Holdings) to place funds into an interest bearing account which earns interest at LIBOR plus 1.05% per annum. The demand deposit is secured by a note from U.S. Holdings and guaranteed by Brookfield Asset Management Inc. The demand deposit had an original maturity of February 14, 2013 and was extended to August 14, 2013. However, the Company may demand the funds earlier by providing U.S. Holdings with three days' notice. The Company earned approximately $0.1 million and $0.3 million in interest income for the three and six months ended June 30, 2013. No interest income was earned for the three and six months ended June 30, 2012. As of June 30, 2013, the Company has $45.0 million on deposit with Brookfield, which is recorded as a demand deposit from affiliate on the Company's Consolidated Balance Sheets.

NOTE 12SUBSEQUENT EVENTS

On July 24, 2013, the Company acquired the Greenville Mall, located in Greenville, NC, for a total purchase price of approximately $50.3 million. As part of the acquisition, the Company assumed a $41.7 million, 5.29% fixed rate mortgage due in December 2015. The Greenville Mall totals approximately 460,000 square feet, and is anchored by Belk Ladies, Belk Men & Home, jcpenney and Dunham's Sports (opening late 2013) and generates inline shop sales of approximately $375 per square foot. As the only enclosed regional mall within a 40 mile radius, it serves a multi-county trade area of over 400,000 people and features leading national retailers such as Victoria's Secret, Buckle, American Eagle, Aeropostale, Bath and Body Works and Footlocker.

On August 1, 2013, the Company's Board of Directors declared a third quarter common stock dividend of $0.13 per share which will be paid on October 31, 2013 to stockholders of record on October 15, 2013.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All references to numbered Notes are to specific footnotes to our Consolidated and Combined Financial Statements included in this Quarterly Report and which descriptions are incorporated into the applicable response by reference.  The following discussion should be read in conjunction with such Consolidated and Combined Financial Statements and related Notes.  Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) have the same meanings as in such Notes.

Forward-looking information

We may make forward-looking statements in this Quarterly Report and in other reports that we file with the Securities and Exchange Commission (the "SEC"). In addition, our senior management may make forward-looking statements orally to analysts, investors, creditors, the media and others.

Forward-looking statements include:

• Descriptions of plans or objectives for future operations

• Projections of our revenues, net operating income (“NOI”), core net operating income (“Core NOI”), earnings per share, funds from operations (“FFO”), core funds from operations (“Core FFO”), capital expenditures, income tax and other contingent liabilities, dividends, leverage, capital structure or other financial items

• Forecasts of our future economic performance

• Descriptions of assumptions underlying or relating to any of the foregoing

Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements often include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “would” or similar expressions. Forward-looking statements should not be unduly relied upon. They give our expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made and we might not update them to reflect changes that occur after the date they are made.

There are several factors, many beyond our control, which could cause results to differ materially from our expectations, some of which are described in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012 .  These factors are incorporated herein by reference. Any factor could by itself, or together with one or more other factors, adversely affect our business, results of operations or financial condition.

Overview—Introduction

As of June 30, 2013, our portfolio consisted of 31 regional malls in 19 states totaling over 21 million square feet of retail and ancillary space which are 89.9% leased and 86.5% occupied. We elected to be treated as a REIT in connection with the filing of our federal income tax return for the 2011 taxable year. Subject to our ability to meet the requirements of a REIT, we intend to maintain this status in future periods.

The majority of the income from our properties is derived from rents received through long-term leases with retail tenants. These long-term leases generally require the tenants to pay base rent which is a fixed amount specified in the lease. The base rent is often subject to scheduled increases during the term of the lease. Our financial statements refer to this as "minimum rents." Certain of our leases also include a component which requires tenants to pay amounts related to all or substantially all of their share of real estate taxes and certain property operating expenses, including common area maintenance and insurance. The revenue earned attributable to real estate tax and operating expense recoveries are recorded as "tenant recoveries." Another component of income is overage rent. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount. Overage rent is calculated by multiplying the tenant's sales in excess of the minimum amount by a percentage defined in the lease, the majority of which is typically earned in the fourth quarter.

Our objective is to achieve high growth in NOI, Core NOI, FFO and Core FFO by leasing, operating and repositioning retail properties with locations that are either market dominant (the only mall within an extended distance) or trade area dominant (positioned to be the premier mall serving the defined regional consumer). We plan to continue to control costs and to deliver an appropriate tenant mix, higher occupancy rates and increased sales productivity, resulting in higher minimum rents.

We believe that the most significant operating factor affecting incremental cash flow, NOI, Core NOI, FFO and Core FFO is increased rents earned from tenants at our properties. These rental revenue increases are primarily achieved by:

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• Increasing occupancy at the properties so that more space is generating rent;

• Increasing tenant sales in which we participate through overage rent;

• Re-leasing existing space and renewing expiring leases at rates higher than expiring or existing rates; and

• Prudently investing capital into our properties.

Overview—Basis of Presentation

We were formed in August 2011 for the purpose of holding certain assets and assuming certain liabilities of GGP. Following the distribution of these assets and liabilities to us on January 12, 2012, we began operating our business as a stand-alone owner and operator of regional malls. The financial information included in this Quarterly Report has been presented on a consolidated basis for the period after the Spin-Off Date. The financial information is presented on a combined basis prior to the Spin-Off Date as the entities were under common control and ownership, and reflects the allocation of certain overhead items within property management and other costs in the accompanying combined financial statements.

Recent Developments

On May 2, 2013, the Board of Directors declared a second quarter common stock dividend of $0.13 per share. The dividend was paid on July 31, 2013 to stockholders of record on July 15, 2013.

On May 10, 2013, we placed a new non-recourse mortgage loan on the NewPark Mall located in Newark, CA for $71.5 million, with an initial funding of $66.5 million. The loan provides for an additional subsequent funding of $5.0 million upon achieving certain conditions. The loan amortizes over 30 years, bears interest at a floating rate of LIBOR plus 405 basis points, and has a term of four years with a one year extension subject to certain conditions being met. This loan replaced a $62.9 million loan that had a fixed rate of 7.45%. Net proceeds to us after related closing costs were approximately $1.1 million.

On June 19, 2013, we placed a new non-recourse mortgage loan on the Valley Hills Mall located in Hickory, NC for $68.0 million. The loan bears interest at a fixed rate of 4.47%, has a term of ten years and amortizes over 30 years. This loan replaced a $51.4 million loan that had a fixed rate of 4.73%. Net proceeds to us after related closing and defeasance costs were approximately $15.0 million.

On June 21, 2013, we conveyed the Boulevard Mall located in Las Vegas, NV to the lender of the loan related to the property in full satisfaction of the loan. The loan had a net outstanding balance of approximately $81.3 million and we recorded a gain on extinguishment of debt of $14.0 million for the three and six months ended June 30, 2013.

Results of Operations

As of June 30, 2013, our total portfolio consists of 31 properties (which excludes the Boulevard Mall, which was disposed of during the three months ended June 30, 2013). Properties that were owned and in operation during the entire year for 2012 and for the three and six months ended June 30, 2013 are referred to as the Same Property portfolio, which currently consists of 29 properties. The following table presents our property acquisitions and dispositions during 2012 and 2013 (which properties are excluded from the Same Property portfolio):

Property	Location	Date Acquired / Disposed
Acquisitions:
Grand Traverse Mall	Traverse City, MI	February 21, 2012
The Mall at Turtle Creek	Jonesboro, AR	December 28, 2012
Dispositions:
The Boulevard Mall	Las Vegas, NV	June 21, 2013

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Three Months Ended June 30, 2013 compared to the Three Months Ended June 30, 2012

		June 30, 2013			June 30, 2012			$ Change			% Change
	(In thousands)
Revenues:
Minimum rents		$	39,834		$	36,505		$	3,329		9.1	%
Tenant recoveries		16,155			16,000			155			1.0
Overage rents		841			649			192			29.6
Other		1,551			1,268			283			22.3
Total revenues		58,381			54,422			3,959			7.3
Expenses:
Real estate taxes		6,069			5,424			645			11.9
Property maintenance costs		2,925			3,161			(236		)	(7.5	)
Marketing		660			625			35			5.6
Other property operating costs		14,210			14,075			135			1.0
Provision for doubtful accounts		350			405			(55		)	(13.6	)
General and administrative		5,248			5,240			8			0.2
Depreciation and amortization		15,563			16,032			(469		)	(2.9	)
Other		969			1,983			(1,014		)	(51.1	)
Total expenses		45,994			46,945			(951		)	(2.0	)
Operating income		12,387			7,477			4,910			65.7
Interest income		125			8			117			>100.0
Interest expense		(21,659		)	(22,008		)	349			1.6
Loss before income taxes and discontinued operations		(9,147		)	(14,523		)	5,376			37.0
Provision for income taxes		(219		)	(173		)	(46		)	(26.6	)
Loss from continuing operations		(9,366		)	(14,696		)	5,330			36.3	%
Loss from discontinued operations		(513		)	(1,244		)	731			58.8	%
Gain on extinguishment of debt		13,995			—			13,995			100.0	%
Discontinued operations, net		13,482			(1,244		)	14,726			>100%
Net income (loss)		$	4,116		$	(15,940	)	$	20,056		>100%

Revenues

Total revenues increased $4.0 million for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 . The 2012 property acquisitions of Grand Traverse Mall and The Mall at Turtle Creek increased revenue by $2.8 million. The remaining $1.2 million is due to additional revenues from net leasing activities in various malls within the Same Property portfolio, during the three months ended June 30, 2013 and 2012.

Operating Expenses

Property operating expenses increased $0.5 million for the three months ended June 30, 2013 compared to the three months ended June 30, 2012. Property operating expenses include real estate taxes, property maintenance costs, marketing, other property operating costs, and provision for doubtful accounts. The 2012 property acquisitions of Grand Traverse Mall and The Mall at Turtle Creek contributed a $0.3 million increase in property operating expenses. The remainder of the increase is primarily related to an increase in real estate taxes from the Same Property portfolio for the three months ended June 30, 2013 and 2012.

Depreciation and amortization decreased $0.5 million for the three months ended June 30, 2013 compared to the three months ended June 30, 2012. The change is primarily due to the decrease in amortization of in-place leases due to tenant lease expirations, offset by the 2012 property acquisitions of Grand Traverse Mall and The Mall at Turtle Creek.

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Other expenses decreased $1.0 million for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 primarily due to initial costs incurred by the Company during its first year of stand alone operations. The reduction is primarily due to a $1.0 million decrease in temporary employee expenses.

Other Income and Expenses

Interest income increased $0.1 million for the three months ended June 30, 2013 compared to the three months ended June 30, 2012. The increase is due to the interest income earned on the demand deposit from Brookfield U.S. Holdings. See Note 10 to our Consolidated and Combined Financial Statements.

Interest expense decreased $0.3 million for the three months ended June 30, 2013 compared to the three months ended June 30, 2012. The decrease is primarily related to lower average outstanding balances on our loans, offset by an increase of $2.0 million in defeasance fees and the write-off of deferred financing costs related to the refinancing of Valley Hill Mall and NewPark Mall.

Discontinued operations, net increased for the three months ended June 30, 2013 compared to the three months ended June 30, 2012. We conveyed our interest in the Boulevard Mall to the lender of the loan related to the property, which resulted in a net gain of discontinued operations of $13.5 million for the three months ended June 30, 2013. No assets were disposed of during the three months ended June 30, 2012.

Six Months Ended June 30, 2013 compared to the Six Months Ended June 30, 2012

		June 30, 2013			June 30, 2012			$ Change			% Change
	(In thousands)
Revenues:
Minimum rents		$	78,563		$	72,271		$	6,292		8.7	%
Tenant recoveries		32,335			31,573			762			2.4
Overage rents		2,291			2,013			278			13.8
Other		2,685			2,332			353			15.1
Total revenues		115,874			108,189			7,685			7.1
Expenses:
Real estate taxes		11,784			11,257			527			4.7
Property maintenance costs		6,203			6,428			(225		)	(3.5	)
Marketing		1,312			1,051			261			24.8
Other property operating costs		27,817			27,615			202			0.7
Provision for doubtful accounts		499			646			(147		)	(22.8	)
General and administrative		10,099			10,384			(285		)	(2.7	)
Provision for impairment		—			—			—			100.0
Depreciation and amortization		31,670			33,163			(1,493		)	(4.5	)
Other		1,467			6,442			(4,975		)	(77.2	)
Total expenses		90,851			96,986			(6,135		)	(6.3	)
Operating income		25,023			11,203			13,820			>100.0
Interest income		326			9			317			>100.0
Interest expense		(41,303		)	(50,320		)	9,017			17.9
Loss before income taxes and discontinued operations		(15,954		)	(39,108		)	23,154			59.2
Provision for income taxes		(254		)	(239		)	(15		)	(6.3	)
Loss from continuing operations		(16,208		)	(39,347		)	23,139			58.8
Loss from discontinued operations		(23,158		)	(2,670		)	(20,488		)	>(100.0)
Gain on extinguishment of debt		13,995			—			13,995			100.0
Discontinued operations, net		(9,163		)	(2,670		)	(6,493		)	>(100.0)
Net income (loss)		$	(25,371	)	$	(42,017	)	$	16,646		39.6

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Revenues

Total revenues increased $7.7 million for the six months endedJune 30, 2013 compared to the six months endedJune 30, 2012. The increase of $6.2 million is primarily related to the 2012 property acquisitions of Grand Traverse Mall and The Mall at Turtle Creek. The remaining increase is related to additional revenue from the net leasing in various malls included in the Same Property portfolio during the six months endedJune 30, 2013 and 2012.

Operating Expenses

Property operating expenses increased $0.6 million for the six months endedJune 30, 2013 compared to the six months endedJune 30, 2012. Property operating expenses include real estate taxes, property maintenance costs, marketing, other property operating costs, and provision for doubtful accounts. The Same Property portfolio decreased approximately $0.7 million for the six months endedJune 30, 2013 and 2012 due to a reduction in repairs and maintenance expense. The 2012 property acquisitions of Grand Traverse Mall and The Mall at Turtle Creek increased property operating expenses by approximately $1.3 million.

Depreciation and amortization decreased $1.5 million for the six months endedJune 30, 2013 compared to the six months endedJune 30, 2012. The change is primarily due to the decrease in amortization of in-place leases due to tenant lease expirations, offset by the 2012 acquisitions of Grand Traverse and The Mall at Turtle Creek.

Other expenses decreased $5.0 million for the six months endedJune 30, 2013 compared to the six months endedJune 30, 2012 primarily due to initial costs incurred by the Company during its first year of stand alone operations. The decrease in these costs include $1.5 million in severance expenses, $1.3 million for temporary employees, $1.2 million in signing bonuses, and other formation costs of the Company.

Other Income and Expenses

Interest income increased $0.3 million for the six months endedJune 30, 2013 compared to the six months endedJune 30, 2012. The increase is due to the interest income earned on the demand deposit from Brookfield U.S. Holdings. See Note 10 to our Consolidated and Combined Financial Statements.

Interest expense decreased $9.0 million for the six months endedJune 30, 2013 compared to the six months endedJune 30, 2012. The decrease is primarily related to the $9.0 million write-off of market rate adjustments that was incurred in January 2012 upon the spin-off of the Company and the refinancing of various loans.

Discontinued operations, net increased for the six months ended June 30, 2013 compared to the six months ended June 30, 2012. We conveyed our interest in the Boulevard Mall to the lender of the loan related to the property, which resulted in a net loss of discontinued operations of $9.2 million for the six months ended June 30, 2013. No assets were disposed of during the six months ended June 30, 2012

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Operating Metrics

The following table presents select leasing information pertaining to leases signed during the three months ended June 30, 2013:

2013 Leasing Activity(1)(2)(3)(4)	No. of Leases	Square Feet	Term (in years)	Initial Rent PSF	Average Rent PSF
New Leases
Under 10,000 sq. ft.	16	53,822	8.6	$25.93	$28.67
Over 10,000 sq. ft.	11	221,048	11.8	14.72	15.52
Total New Leases	27	274,870	11.1	16.92	18.09
Renewal Leases
Under 10,000 sq. ft.	56	180,531	2.6	$25.44	$25.93
Over 10,000 sq. ft.	4	93,235	2.5	8.05	8.05
Total Renewal Leases	60	273,766	2.6	19.51	19.84
Sub-Total	87	548,636	6.9	18.21	18.96
Percent in Lieu	15	61.369	n.a.	n.a.	n.a.
Total Q2 2013	102	610,005	6.9	$18.21	$18.96

Explanatory Notes:

⁽¹⁾ Excludes anchors and specialty leasing.

⁽²⁾ Represents signed leases as of June 30, 2013.

⁽³⁾ Represents signed leases for malls and excludes traditional anchor stores.

⁽⁴⁾ The total aggregate tenant allowances granted for these leases were approximately $5.3 million and total leasing commissions were approximately $2.5 million. There were no material tenant concessions with respect to the leases that we signed during the three months ended June 30, 2013.

The following table represents our weighted average in-place rent for freestanding and mall space that is less than 10,000 square feet as of June 30, 2013:

	In-Place Rent < 10k SF (1)
	June 30, 2013
Freestanding	$19.03
Mall	$38.61
Total Same Property Portfolio	$36.79

Explanatory Note:

⁽¹⁾ Rent is presented on a cash basis and consists of base minimum rent, common area costs, and real estate taxes.

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The following table presents leasing spread information for renewals and new leases that we signed during the three months ended June 30, 2013, as compared to the rents of the expiring leases:

New and Renewal Lease Spread (1)
	Number of Leases	Square Feet	Term (in years)	Initial Rent PSF (2)		Average Rent PSF (3)		Expiring Rent PSF (4)		Initial Rent Spread		Average Rent Spread
Total Q2 2013	53	267,233	4.1	$	18.73	$	19.42	$	17.27	$1.46	8.5%	$2.15	12.4%

Explanatory Notes:

⁽¹⁾ Excludes anchors, percent in lieu, and specialty leasing.

⁽²⁾ Represents initial rent per square foot at time of rent commencement, with rent consisting of base minimum rent, common area costs, and real estate taxes.

⁽³⁾ Represents average rent per square foot over the lease term, with rent consisting of base minimum rent, common area costs, and real estate taxes.

⁽⁴⁾Represents expiring rent per square foot at end of lease, with rent consisting of base minimum rent, common area costs, and real estate taxes.

Same Property Material Trends

• Percentage leased increased to 89.9% as of June 30, 2013 from 89.0% as of June 30, 2012 in our Same Property portfolio. This increase is the result of signing leases at higher levels compared to lease expirations since June 30, 2012.

• Average in-place rents for mall spaces that are less than 10,000 square feet increased by 1.6% to $38.63 as of June 30, 2013 from $38.01 as of June 30, 2012 in our Same Property portfolio. The increase is attributable to higher rents on new and renewal leases as compared to the existing rents of the Same Property portfolio.

• Same Property Core NOI was $33.9 million and $33.9 million for the three months ended June 30, 2013 and 2012 and $68.3 million and $67.7 million for the six months ended June 30, 2013 and 2012. Core NOI has increased for the six months ended as a result of the increased percentage occupied and higher average in-place rents over the respective period. Core NOI is a non-GAAP financial measure. See "—Non-GAAP Financial Measures" for a discussion of Core NOI and a reconciliation of Same Property Core NOI and Core NOI from the consolidated and combined net income (loss) as computed in accordance with GAAP.

Liquidity and Capital Resources

Our primary uses of cash include payment of operating expenses, working capital, capital expenditures, debt repayment, including principal and interest, reinvestment in properties, development and redevelopment of properties, acquisitions, tenant allowances, and dividends.

Our primary sources of cash are operating cash flow, refinancings of existing loans, equity previously raised from our rights offering, borrowings under our Revolver and borrowings under our Subordinated Facility and the funds from our demand deposit.

Our short-term (less than one year) liquidity requirements include recurring operating costs, capital expenditures, debt service requirements, and dividend requirements on our shares of common stock. We anticipate that these needs will be met with cash flows provided by operations and funds available under our Revolver.

Our long-term (greater than one year) liquidity requirements include scheduled debt maturities, capital expenditures to maintain, renovate and expand existing malls, property acquisitions, and development projects. Management anticipates that net cash provided by operating activities, the funds available under our Revolver and Subordinated Facility (as each is described below) and funds from our demand deposit will provide sufficient capital resources to meet our long-term liquidity requirements.

As of June 30, 2013, our combined contractual debt, excluding non-cash debt market rate adjustments, was approximately $1.1 billion. The aggregate principal and interest payments due on our outstanding indebtedness as of June 30, 2013 is approximately $40.7 million for the year ending 2013 and approximately $234.5 million for the year ending 2014.

Financings

Senior Secured Credit Facility- On the Spin-Off Date, we entered into a senior secured credit facility (“Senior Facility”) with a syndicate of banks, as lenders, and Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Securities, LLC, RBC Capital Markets, LLC, and U.S. Bank National Association, as joint lead arrangers, that provided borrowings on a revolving basis of up to $50.0 million (the “Revolver”) and a senior secured term loan (the “Term Loan” and, together with the Revolver, the “Facilities”), which provided an advance of approximately $433.5 million and is a direct obligation to us. The

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Facilities closed concurrently with the consummation of the spin-off and have a term of three years. During 2012, the outstanding balance on the Term Loan decreased from $433.5 million to $287.9 million due to the repayments on the Term Loan concurrent with the refinancing of the Pierre Bossier, Southland Center, and Animas Valley Malls. In addition, during 2012, the interest rate was renegotiated from LIBOR plus 5.0% (with a LIBOR floor of 1.0%) to LIBOR plus 4.5% (with no LIBOR floor). In January 2013, in order to maintain the same level of liquidity, we paid down an additional $100.0 million on the Term Loan and increased the Revolver from $50.0 million to $150.0 million. As of June 30, 2013, the outstanding balance on the Term Loan was $187.9 million and no amounts were drawn on the Revolver.

We are required to pay an unused fee, paid quarterly in arrears, related to the Revolver equal to 0.30% per year if the aggregate unused amount is greater than or equal to 50% of the Revolver or 0.25% per year if the aggregate unused amount is less that 50% of the Revolver. 

The Senior Facility has affirmative and negative covenants that are customary for a real estate loan, including, without limitation, restrictions on incurrence of indebtedness and liens on the mortgage collateral; restrictions on pledges; restrictions on subsidiary distributions; with respect to the mortgage collateral, limitations on our ability to enter into transactions including mergers, consolidations, sales of assets for less than fair market value and similar transactions; conduct of business; restricted distributions; transactions with affiliates; and limitation on speculative hedge agreements. In addition, we are required to comply with financial maintenance covenants relating to the following: (1) net indebtedness to value ratio, (2) liquidity, (3) minimum fixed charge coverage ratio, (4) minimum tangible net worth, and (5) minimum portfolio debt yield. Failure to comply with the covenants in the Senior Facility would result in a default under the credit agreement governing the Facilities and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under the Senior Facility, which would also result in a cross-default of our Subordinated Facility. As of June 30, 2013, we were in compliance with these financial covenants.

Subordinated Revolving Credit Facility- On the Spin-Off Date we also entered into a subordinated unsecured revolving credit facility with a wholly-owned subsidiary of Brookfield Asset Management, Inc., a related party, that provides borrowings on a revolving basis of up to $100.0 million (the “Subordinated Facility”). The Subordinated Facility has a term of three years and six months and will bear interest at LIBOR (with a LIBOR floor of 1%) plus 8.50%. The default interest rate following a payment event of default under the Subordinated Facility will be 2.00% more than the then-applicable interest rate. Interest will be payable monthly.  In addition, we are required to pay a semi-annual revolving credit fee of $0.25 million. As of June 30, 2013, no amounts have been drawn from the Subordinated Facility.

Property-Level Debt- We have individual Property-Level Debt (the “Property-Level Debt”) on 17 of our 31 assets, representing approximately $959.4 million (excluding $13.6 million of market rate adjustments). The Property-Level Debt has a weighted average interest rate of 5.11% and an average remaining term of 4.9 years. The Property-Level Debt is stand-alone (not cross-collateralized) first mortgage debt and is non-recourse with the exception of customary contingent guarantees/indemnities.

On June 21, 2013, we conveyed the Boulevard Mall located in Las Vegas, NV to the lender of the loan related to the property in full satisfaction of the loan. The loan had a net outstanding balance of approximately $81.3 million and we recorded a gain on extinguishment of debt of $14.0 million for the three and six months ended June 30, 2013 (see Notes 2 and 6 to our Notes to Consolidated and Combined Financial Statements).

Redevelopment

We continue to evaluate and execute in the redevelopment of various malls within our portfolio. A component of our business strategy is to identify value creation initiatives for our properties and to then invest significant capital to reposition and refresh our properties. These redevelopment opportunities are typically completed in conjunction with leasing activity for that respective space. We anticipate funding our redevelopment projects with the net cash provided by operating activities, borrowings under our Revolver, borrowings under our Subordinated Facility and the funds of our demand deposit.

28

The table below describes our current redevelopment projects, which commenced during 2013 (dollars in thousands):

Property	Description	Total Project Square Feet	Total Estimated Project Cost	Cost to Date
Silver Lake Mall	Convert anchor space and unproductive inline space to Jo-Ann Fabrics and The Sports Authority	62,300	$4,420	$4,420
Coeur D'Alene, ID
Lakeland Square	Convert anchor space and unproductive inline space to Cinemark Theater and The Sports Authority	89,000	$13,000	$7,551
Lakeland, FL
Bayshore Mall	Convert unproductive space to accomodate new tenants including: TJ Maxx, Ulta, and The Sports Authority	60,000	$8,300	$557
Eureka, CA
Lansing Mall	Replace vacant anchor space with Regal Cinema and add multiple outparcels	66,000	$14,900	$144
Lansing, MI

Summary of Cash Flows

Six Months Ended June 30, 2013 compared to the Six Months Ended June 30, 2012

Cash Flows from Operating Activities

Net cash provided by operating activities was $27.0 million for the six months endedJune 30, 2013, compared to $24.2 million for the six months endedJune 30, 2012. The increase in cash available from operations is primarily related to the additional proceeds generated by our acquisitions of Grand Traverse Mall and The Mall at Turtle Creek in February 2012 and December 2012.

Cash Flows from Investing Activities

Net cash provided by (used in) investing activities was $68.9 million for the six months endedJune 30, 2013, compared to $(68.9) million for the six months endedJune 30, 2012. During the six months endedJune 30, 2013, we reduced our demand deposit by $105.0 million with Brookfield U.S. Holdings in order to pay down $100.0 million on our Term Loan. Cash used for acquisition/development of real estate and property additions/improvements was $25.8 million for the six months endedJune 30, 2013 compared to $20.1 million for the same period in 2012.

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities was $(86.3) million for the six months endedJune 30, 2013, compared to $207.8 million for the six months endedJune 30, 2012.

The decrease of $294.1 million in net cash provided by financing activities was primarily due to $191.9 million in proceeds related to our rights offering that occurred during the six months ended June 30, 2012. Principal payments were $277.9 million for the six months endedJune 30, 2013, compared to $510.8 million for the six months endedJune 30, 2012. During the six months endedJune 30, 2013, we received $204.5 million in proceeds from refinancings / issuances of mortgage, notes, and loans payable as a result of our refinancing of the Lakeland Mall, NewPark Mall and Valley Hills Mall. This is compared to the $560.8 million that we received during the six months ended June 30, 2012, which included proceeds provided by the Term Loan, as well as refinancings on Pierre Bossier Mall and Southland Center.

29

Contractual Cash Obligations and Commitments

The following table aggregates our contractual cash obligations and commitments as of June 30, 2013:

	2013		2014		2015		2016		2017		Subsequent		Total
	(In thousands)
Long-term debt-principal(1)	$	11,557	$	181,750	$	205,855	$	245,607	$	208,465	$	294,089	$	1,147,323
Interest payments(2)	29,175		52,770		41,293		32,225		18,251		64,588		238,302
Operating lease obligations	538		1,217		1,221		1,235		1,261		4,524		9,996
Total	$	41,270	$	235,737	$	248,369	$	279,067	$	227,977	$	363,201	$	1,395,621

Explanatory Notes:

⁽¹⁾ Excludes $13.6 million of non-cash debt market rate adjustments.

⁽²⁾ Based on rates as of June 30, 2013. Variable rates are based on LIBOR rate of 0.19%.

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease.

Off-Balance Sheet Financing Arrangements

We do not have any off-balance sheet financing arrangements.

REIT Requirements

In order to maintain our qualification as a real estate investment trust for federal income tax purposes, among other requirements, we must distribute or pay tax on 100% of our capital gains and we must distribute at least 90% of our ordinary taxable income to stockholders. To avoid current entity level U.S. federal income taxes, we plan to distribute 100% of our capital gains and ordinary income to our stockholders annually. We may not have sufficient liquidity to meet these distribution requirements. We have no present intention to pay any dividends on our common stock in the future other than in order to maintain our REIT status, of which dividends our board of directors may decide to pay in the form of cash, common stock or a combination of cash and common stock.

Seasonality

Although we have a year-long temporary leasing program, occupancies for short-term tenants and, therefore, rental income recognized, are higher during the second half of the year. In addition, the majority of our tenants have December or January lease years for purposes of calculating annual overage rent amounts. Accordingly, overage rent thresholds are most commonly achieved in the fourth quarter. As a result, revenue production is generally highest in the fourth quarter of each year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, fair value of debt, and valuation of stock options granted. Actual results could differ from these and other estimates.

Critical Accounting Policies

Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. Our critical accounting policies are discussed in our Annual Report and have not changed during 2013.

30

Non-GAAP Financial Measures

Real Estate Property Net Operating Income and Core Net Operating Income

We present NOI and Core NOI, as defined below, in this Quarterly Report as supplemental measures of our performance that are not required by, or presented in accordance with GAAP. We believe that NOI and Core NOI are useful supplemental measures of our operating performance. We define NOI as operating revenues (minimum rents, including lease termination fees, tenant recoveries, overage rents, and other income) less property and related expenses (real estate taxes, repairs and maintenance, marketing, other property expenses, and provision for doubtful accounts). We define Core NOI as NOI excluding straight-line rent, amortization of tenant inducements, amortization of above and below-market tenant leases, and amortization of above and below-market ground rent expense. Other real estate companies may use different methodologies for calculating NOI and Core NOI and, accordingly, our NOI and Core NOI may not be comparable to other real estate companies.

Because NOI and Core NOI exclude general and administrative expenses, interest expense, depreciation and amortization, impairment, reorganization items, strategic initiatives, provision for income taxes, gain on extinguishment of debt, straight-line rent, above and below-market tenant leases, and above and below-market ground leases, we believe that NOI and Core NOI provide performance measures that, when compared year over year, reflect the revenues and expenses directly associated with owning and operating regional shopping malls and the impact on operations from trends in occupancy rates, rental rates and operating costs. These measures thereby provide an operating perspective not immediately apparent from GAAP operating income (loss) or net income (loss). We use NOI and Core NOI to evaluate our operating performance on a property-by-property basis because NOI and Core NOI allow us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

In addition, management believes that NOI and Core NOI provide useful information to the investment community about our operating performance. However, due to the exclusions noted above, NOI and Core NOI should only be used as supplemental measures of our financial performance and not as an alternative to GAAP operating income (loss) or net income (loss). For reference, and as an aid in understanding management's computation of NOI and Core NOI, a reconciliation from the consolidated and combined net income (loss) as computed in accordance with GAAP to NOI and Core NOI is presented below.

	For the three months ended June 30,
	2013									2012
	Consolidated			Discontinued Operations			Total			Consolidated			Discontinued Operations			Total
	(In thousands)
Net income (loss)	$	4,116		$	—		$	4,116		$	(15,940	)	$	—		$	(15,940	)
Gain on extinguishment of debt	(13,995		)	—			(13,995		)	—			—			—
Loss from discontinued operations	513			(513		)	—			1,244			(1,244		)	—
Provision for income taxes	219			—			219			173			—			173
Interest expense	21,659			1,536			23,195			22,008			1,691			23,699
Interest income	(125		)	—			(125		)	(8		)	—			(8		)
Other	969			—			969			1,983			—			1,983
Depreciation and amortization	15,563			195			15,758			16,032			741			16,773
General and administrative	5,248			—			5,248			5,240			—			5,240
NOI	34,167			1,218			35,385			30,732			1,188			31,920
Above and below market ground rent expense, net	30			—			30			31			—			31
Above and below market tenant leases, net	4,114			(145		)	3,969			6,105			469			6,574
Amortization of tenant inducements	250			—			250			—			—			—
Amortization of straight line rent	(879		)	(10		)	(889		)	(1,613		)	(44		)	(1,657		)
Core NOI	$	37,682		$	1,063		$	38,745		$	35,255		$	1,613		36,868
Acquisitions and dispositions	(3,572		)	(1,063		)	(4,635		)	(1,298		)	(1,613		)	(2,911		)
Termination income	(218		)	—			(218		)	(70		)	—			(70		)
Same Property Core NOI	$	33,892		$	—		$	33,892		$	33,887		$	—		$	33,887

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	For the six months ended June 30,
	2013									2012
	Consolidated			Discontinued Operations			Total			Consolidated			Discontinued Operations			Total
	(In thousands)
Net income (loss)	$	(25,371	)	$	—		$	(25,371	)	$	(42,017	)	$	—		$	(42,017	)
Gain on extinguishment of debt	(13,995		)	—			(13,995		)	—			—			—
Loss from discontinued operations	23,158			(23,158		)	—			2,670			(2,670		)	—
Provision for income taxes	254			—			254			239			—			239
Interest expense	41,303			3,227			44,530			50,320			3,368			53,688
Interest income	(326		)	—			(326		)	(9		)	—			(9		)
Other	1,467			—			1,467			6,442			—			6,442
Provision for impairment	—			21,661			21,661			—			—			—
Depreciation and amortization	31,670			763			32,433			33,163			1,884			35,047
General and administrative	10,099			—			10,099			10,384			—			10,384
NOI	68,259			2,493			70,752			61,192			2,582			63,774
Above and below market ground rent expense, net	61			—			61			62			—			62
Above and below market tenant leases, net	8,413			176			8,589			11,799			1,210			13,009
Amortization of tenant inducements	500			—			500			—			—			—
Amortization of straight line rent	(1,823		)	(30		)	(1,853		)	(3,015		)	(141		)	(3,156		)
Core NOI	$	75,410		$	2,639		78,049			$	70,038		$	3,651		$	73,689
Acquisitions and dispositions	(6,881		)	(2,639		)	(9,520		)	(2,110		)	(3,651		)	(5,761		)
Termination income	(253		)	—			(253		)	(217		)	—			(217		)
Same Property Core NOI	$	68,276		$	—		68,276			$	67,711		$	—		$	67,711

Funds from Operations and Core Funds from Operations

Consistent with real estate industry and investment community practices, we use FFO, as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), as a supplemental measure of our operating performance. NAREIT defines FFO as net income (loss) (computed in accordance with GAAP), excluding impairment write-downs on depreciable real estate, gains or losses from cumulative effects of accounting changes, extraordinary items and sales of depreciable properties, plus real estate related depreciation and amortization. We also include Core FFO as a supplemental measurement of operating performance. We define Core FFO as FFO excluding straight-line rent, amortization of tenant inducements, amortization of above-and below-market tenant leases, amortization of above-and below-market ground rent expense, reorganization items, amortization of deferred financing costs, mark-to-market adjustments on debt, write-off of market rate adjustments on debt, write-off of deferred financing costs, debt extinguishment costs, provision for income taxes, gain on extinguishment of debt, and other costs. Other real estate companies may use different methodologies for calculating FFO and Core FFO, and accordingly, our FFO and Core FFO may not be comparable to other real estate companies.

We consider FFO and Core FFO useful supplemental measures and a complement to GAAP measures because they facilitate an understanding of the operating performance of our properties. FFO does not include real estate depreciation and amortization required by GAAP because these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO provides investors with a clearer view of our operating performance, particularly with respect to our mall properties. Core FFO does not include certain items that are non-cash and certain non-comparable items. FFO and Core FFO are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenues, operating income (loss), net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.

32

For reference, and as an aid in understanding management's computation of FFO and Core FFO, a reconciliation from the consolidated and combined net income (loss) as computed in accordance with GAAP to FFO and Core FFO is presented below:

	For the three months ended June 30,
	2013									2012
	Consolidated			Discontinued Operations			Total			Consolidated			Discontinued Operations			Total
	(In thousands)
Net income (loss)	$	4,116		$	—		$	4,116		$	(15,940	)	$	—		$	(15,940	)
Depreciation and amortization	15,563			195			15,758			16,032			741			16,773
Loss from discontinued operations	513			(513		)	—			1,244			(1,244		)	—
Gain on extinguishment of debt	(13,995		)	—			(13,995		)	—			—			—
FFO	6,197			(318		)	5,879			1,336			(503		)	833
Provision for income taxes	219			—			219			173			—			173
Interest expense
Amortization and write-off of market rate adjustments	2,252			541			2,793			2,107			554			2,661
Amortization and write-off of deferred financing costs	2,853			49			2,902			3,746			54			3,800
Debt extinguishment costs	1,026			—			1,026			—			—			—
Amortization of straight line rent for corporate and regional offices	63			—			63			—			—			—
Other	969			—			969			1,983			—			1,983
Above and below market ground rent expense, net	30			—			30			31			—			31
Above and below market tenant leases, net	4,114			(145		)	3,969			6,105			469			6,574
Amortization of tenant inducements	250			—			250			—			—			—
Amortization of straight line rent	(879		)	(10		)	(889		)	(1,613		)	(44		)	(1,657		)
Core FFO	$	17,094		$	117		$	17,211		$	13,868		$	530		$	14,398

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	For the six months ended June 30,
	2013									2012
	Consolidated			Discontinued Operations			Total			Consolidated			Discontinued Operations			Total
	(In thousands)
Net income (loss)	$	(25,371	)	$	—		$	(25,371	)	$	(42,017	)	$	—		$	(42,017	)
Depreciation and amortization	31,670			763			32,433			33,163			1,884			35,047
Provision for impairment	—			21,661			21,661			—			—			—
Loss from discontinued operations	23,158			(23,158		)	—			2,670			(2,670		)	—
Gain on extinguishment of debt	(13,995		)	—			(13,995		)	—			—			—
FFO	15,462			(734		)	14,728			(6,184		)	(786		)	(6,970		)
Provision for income taxes	254			—			254			239			—			239
Interest expense
Amortization and write-off of market rate adjustments	3,548			1,131			4,679			13,246			1,096			14,342
Amortization and write-off of deferred financing costs	4,978			103			5,081			5,369			99			5,468
Debt extinguishment costs	1,886			—			1,886			—			—			—
Amortization of straight line rent for corporate and regional offices	94			—			94			—			—			—
Other	1,467			—			1,467			6,442			—			6,442
Above and below market ground rent expense, net	61			—			61			62			—			62
Above and below market tenant leases, net	8,413			176			8,589			11,799			1,210			13,009
Amortization of tenant inducements	500			—			500			—			—			—
Amortization of straight line rent	(1,823		)	(30		)	(1,853		)	(3,015		)	(141		)	(3,156		)
Core FFO	$	34,840		$	646		$	35,486		$	27,958		$	1,478		$	29,436

ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the market risks described in our Annual Report.

ITEM 4      CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures asof the end of our fiscal quarter that ended on June 30, 2013. Based on their participation in that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2013 to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

Our CEO and CFO also participated in an evaluation by our management of any changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2013. That evaluation did not identify any changes that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting during the quarter ended June 30, 2013.

34

PART II OTHER INFORMATION

ITEM 1       LEGAL PROCEEDINGS

In the ordinary course of our business, we are from time to time involved in legal proceedings related to the ownership and operations of our properties. We are not currently involved in any legal or administrative proceedings that we believe are likely to have a materially adverse effect on our business, results of operations or financial condition.

ITEM 1A   RISK FACTORS

There are no material changes to the risk factors previously disclosed in Part I, Item 1A in our Annual Report.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 26, 2012, we completed a rights offering and backstop purchase. Under the terms of the rights offering and backstop purchase, we issued 13,333,333 shares of our common stock, $0.01 par value per share, at a subscription price of $15.00 per share, generating gross proceeds of $200.0 million. The rights offering was effected through a Registration Statement (Registration No. 333-177465) on Form S-11 that was declared effective by the SEC on February 8, 2012. The rights offering commenced on February 13, 2012. Of the 13,333,333 shares of common stock issued, 6,979,321 shares were issued in the rights offering pursuant to the Registration Statement. The remaining 6,354,012 shares were sold to affiliates of Brookfield in accordance with the terms of our backstop purchase agreement with Brookfield, and such sale was made in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933. There was no managing or soliciting dealer for the offering and we did not pay any kind of fee for the solicitation of the exercise of the rights. Pursuant to the backstop purchase agreement with Brookfield, we paid Brookfield a fee of $6.0 million as consideration for providing the backstop commitment. Net proceeds of the rights offering and backstop purchase approximated $191.6 million, after deducting an aggregate of $8.4 million in expenses incurred in connection with the rights offering and backstop purchase. We used the net proceeds of the offering for general operating, working capital and other corporate purposes, as described in the prospectus comprising a part of the Registration Statement referenced above. As of June 30, 2013, we have used $151.6 million (net of $8.4 million of costs as described above) of the net proceeds of the offering as follows:

• Used approximately $29.6 million on property acquisitions and anchor acquisitions at properties within our existing portfolio;

• Used approximately $22.0 million to fund portions of the Company's capital expenditures, leasing commissions, and tenant improvement costs, and

• Used $100.0 million to pay down our Term Loan and simultaneously increased the Revolver by $100.0 million in order to maintain our current level of liquidity.

As of June 30, 2013, $40.0 million remains for general working capital purposes, including funding future acquisitions, capital expenditures, tenant improvements, and leasing commissions.

There has been no material change in our planned use of proceeds from the rights offering and backstop purchase as described in the final prospectus filed with the SEC pursuant to Rule 424(b).

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1- April 30, 2013	—		$	—	—	—
May 1- May 31, 2013	—		—		—	—
June 1 - June 30, 2013	980	(1)	$	20.81	—	—
Total	980		$	20.81	—	—

Explanatory Note:

⁽¹⁾Consists of the repurchase of 980 shares of our common stock in open-market transactions with the vesting of restricted shares of our common stock.

We expended approximately $0.02 million to repurchase these shares.

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ITEM 3  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4  MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5   OTHER INFORMATION

None

ITEM 6   EXHIBITS

31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following financial information from Rouse Properties, Inc.’s. Quarterly Report on Form 10-Q for the three and six months ended June 30, 2013 has been filed with the SEC on August 5, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated and Combined Statements of Operations and Comprehensive Income (Loss), (3) Consolidated and Combined Statements of Equity, (4) Consolidated and Combined Statements of Cash Flows and (5) Notes to Consolidated and Combined Financial Statements, tagged as blocks of text.  Pursuant to Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to liability under these sections.

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant has not filed debt instruments relating to long-term debt that is not registered and for which the total amount of securities authorized thereunder does not exceed 10% of total assets of the registrant and its subsidiaries on a consolidated basis as of June 30, 2013.  The registrant agrees to furnish a copy of such agreements to the SEC upon request.

36

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ROUSE PROPERTIES, INC.
		(Registrant)
Date:	August 5, 2013	By:	/s/ John Wain
			John Wain
			Chief Financial Officer
			(on behalf of the Registrant and as Principal Financial Officer)

37

Exhibit Index

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from Rouse Properties, Inc’s. Quarterly Report on Form 10-Q for the three and six months ended June 30, 2013 has been filed with the SEC on August 5, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated and Combined Statements of Operations and Comprehensive Income (Loss), (3) Consolidated and Combined Statements of Equity, (4) Consolidated and Combined Statements of Cash Flows and (5) Notes to Consolidated and Combined Financial Statements, tagged as blocks of text. Pursuant to Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to liability under these sections.

38

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Silberfein, certify that:

1. I have reviewed this report on Form 10-Q of Rouse Properties, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 5, 2013	/s/ Andrew Silberfein
		Andrew Silberfein
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, John Wain, certify that:

1. I have reviewed this report on Form 10-Q of Rouse Properties, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 5, 2013	/s/ John Wain
		John Wain
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rouse Properties, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Silberfein, in my capacity as Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Andrew Silberfein

Andrew Silberfein

Chief Executive Officer

August 5, 2013

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rouse Properties, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Wain, in my capacity as Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John Wain

John Wain

Chief Financial Officer

August 5, 2013

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NON-CONTROLLING INTEREST

6 Months Ended

Jun. 30, 2013

Noncontrolling Interest [Abstract]

NON-CONTROLLING INTEREST

NON-CONTROLLING INTEREST

The non-controlling interest on the Company's Consolidated Balance Sheets represents Series A Cumulative Non-Voting Preferred Stock ("Preferred Shares") of Rouse Holdings, Inc. (Holdings), a subsidiary of Rouse. Holdings issued 111 Preferred Shares at a par value of $1,000 per share to third parties on June 29, 2012. The Preferred Shareholders are entitled to a cumulative preferential annual cash dividend of 12.5%. These Preferred Shares may only be redeemed at the option of Holdings for $1,000 per share plus all accrued and unpaid dividends. Furthermore, in the event of a voluntary or involuntary liquidation of Holdings the Preferred Shareholders are entitled to a liquidation preference of $1,000 per share plus all accrued and unpaid dividends. The Preferred Shares are not convertible into or exchangeable for any property or securities of Holdings.

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CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues:
Minimum rents	$ 39,834,000	$ 36,505,000	$ 78,563,000	$ 72,271,000
Tenant recoveries	16,155,000	16,000,000	32,335,000	31,573,000
Overage rents	841,000	649,000	2,291,000	2,013,000
Other	1,551,000	1,268,000	2,685,000	2,332,000
Total revenues	58,381,000	54,422,000	115,874,000	108,189,000
Expenses:
Real estate taxes	6,069,000	5,424,000	11,784,000	11,257,000
Property maintenance costs	2,925,000	3,161,000	6,203,000	6,428,000
Marketing	660,000	625,000	1,312,000	1,051,000
Other property operating costs	14,210,000	14,075,000	27,817,000	27,615,000
Provision for doubtful accounts	350,000	405,000	499,000	646,000
General and administrative	5,248,000	5,240,000	10,099,000	10,384,000
Depreciation and amortization	15,563,000	16,032,000	31,670,000	33,163,000
Other	969,000	1,983,000	1,467,000	6,442,000
Total expenses	45,994,000	46,945,000	90,851,000	96,986,000
Operating income	12,387,000	7,477,000	25,023,000	11,203,000
Interest income	125,000	8,000	326,000	9,000
Interest expense	(21,659,000)	(22,008,000)	(41,303,000)	(50,320,000)
Loss before income taxes and discontinued operations	(9,147,000)	(14,523,000)	(15,954,000)	(39,108,000)
Provision for income taxes	(219,000)	(173,000)	(254,000)	(239,000)
Loss from continuing operations	(9,366,000)	(14,696,000)	(16,208,000)	(39,347,000)
Discontinued operations:
Discontinued Operation, Income Loss From Discontinued Operation Before Gain On Exntinguishment of Debt	(513,000)	(1,244,000)	(23,158,000)	(2,670,000)
Gain on extinguishment of debt	13,995,000	0	13,995,000	0
Discontinued operations, net	13,482,000	(1,244,000)	(9,163,000)	(2,670,000)
Net income (loss)	4,116,000	(15,940,000)	(25,371,000)	(42,017,000)
Loss from continuing operations per share- Basic and Diluted (in dollars per share)	$ (0.19)	$ (0.30)	$ (0.33)	$ (0.91)
Net loss per share - Basic and Diluted (in dollars per share)	$ 0.08	$ (0.32)	$ (0.51)	$ (0.98)
Dividends declared per share (in dollars per share)	$ 0.13	$ 0.07	$ 0.26	$ 0.07
Comprehensive loss:
Net income (loss)	4,116,000	(15,940,000)	(25,371,000)	(42,017,000)
Other comprehensive income (loss):
Net unrealized gain (loss) on financial instrument	0	65,000	0	(65,000)
Comprehensive income (loss)	$ 4,116,000	$ (15,875,000)	$ (25,371,000)	$ (42,082,000)

XML

PREPAID EXPENSES AND OTHER ASSETS, NET

6 Months Ended

Jun. 30, 2013

Prepaid Expense and Other Assets [Abstract]

PREPAID EXPENSES AND OTHER ASSETS, NET

PREPAID EXPENSES AND OTHER ASSETS, NET

The following table summarizes the significant components of prepaid expenses and other assets, net:

	June 30, 2013		December 31, 2012
	(In thousands)
Above-market tenant leases, net (Note 2)	$	70,733	$	89,407
Deposits	1,728		796
Below-market ground leases, net (Note 2)	1,845		1,906
Prepaid expenses	3,746		3,563
Other	712		3,786
Total prepaid expenses and other assets, net	$	78,764	$	99,458

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET (Tables)

6 Months Ended

Jun. 30, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

Summary of the significant components of accounts payable and accrued expenses, net

The following table summarizes the significant components of accounts payable and accrued expenses, net:

	June 30, 2013		December 31, 2012
	(In thousands)
Below-market tenant leases, net (Note 2)	$	28,722	$	35,068
Accounts payable and accrued expenses	10,719		12,696
Accrued interest	3,805		3,546
Accrued real estate taxes	9,527		9,894
Accrued dividend	6,453		3,479
Deferred income	2,435		3,201
Accrued payroll and other employee liabilities	3,046		1,230
Construction payable	9,458		9,979
Tenant and other deposits	1,460		1,629
Asset retirement obligation liability	4,630		4,503
Other	349		3,461
Total accounts payable and accrued expenses, net	$	80,604	$	88,686

XML

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Transition Services Agreement with GGP

The Company has entered into a transition services agreement with GGP whereby GGP or its subsidiaries provide to us, on a transitional basis, certain specified services for various terms not exceeding 18 months following the spin-off. The services that GGP provides to the Company include, among others, payroll, human resources and employee benefits, financial systems management, treasury and cash management, accounts payable services, telecommunications services, information technology services, asset management services, legal and accounting services and various other corporate services. The charges for the transition services generally are intended to allow GGP to fully recover the costs directly associated with providing the services, plus a level of profit consistent with an arm’s length transaction together with all out-of-pocket costs and expenses. The charges of each of the transition services are generally based on an hourly fee arrangement and pass-through out-of-pocket costs. The Company may terminate certain specified services by giving prior written notice to GGP of any such termination.  For the three months ended June 30, 2013 and 2012, costs associated with the transition services agreement were $0.02 million and $0.4 million, respectively, and for the six months ended June 30, 2013 and 2012 the costs associated were $0.1 million and $1.0 million, respectively. Approximately $0.03 million of these costs were outstanding and payable as of June 30, 2013.

Office Lease with Brookfield

Upon its spin-off from GGP, the Company assumed a 10-year lease agreement with Brookfield, as landlord, for office space for our corporate office in New York City. Costs associated with the office lease were $0.3 million for the three months ended June 30, 2013 and 2012 and $0.5 million for the six months ended June 30, 2013 and 2012. There are no outstanding amounts payable as of June 30, 2013.  In addition, the landlord completed the build out of the Company's office space during 2012 for $1.7 million of which $0.2 million was payable as of June 30, 2013. The costs associated with the build out of the Company's office space were capitalized in buildings and equipment.

During 2012, the Company entered into a 5-year lease agreement with Brookfield, as landlord, for office space for our regional office in Dallas, Texas. The lease commenced in October 2012 with no payments due for the first 12 months. During April 2013, the Company amended the lease and expanded its current space with no payments due under the amended lease until December 2013 and no outstanding amounts payable as of June 30, 2013.

Subordinated Credit Facility with Brookfield

The Company entered into a Subordinated Facility with a wholly-owned subsidiary of Brookfield, as lender, for a $100.0 million revolving credit facility.  The Company paid a one time upfront fee of $0.5 million related to this facility in 2012. In addition, the Company is required to pay a semi-annual revolving credit fee of $0.3 million related to this facility. As of June 30, 2013, no amounts have been drawn on this Subordinated Facility and $0.3 million are payable related to the revolving credit fee.

Business Infrastructure Costs

Upon its spin-off from GGP, the Company commenced the development of its information technology platform. The development of this platform requires us to purchase, design and create various information technology applications and infrastructure. Brookfield Corporate Operations, LLC ("BCO") has been engaged to assist in the project development and to procure the various applications and infrastructure of the Company. As of June 30, 2013 and December 31, 2012, the Company incurred $7.6 million and $5.2 million, respectively, of infrastructure costs which are capitalized in buildings and equipment, of which $0.5 million of these costs were outstanding and payable as of June 30, 2013.

Financial Service Center

During 2013, the Company engaged BCO's financial service center to manage certain administrative services of Rouse, such as accounts payable and receivable, employee expenses, lease administration, and other similar types of services. Approximately $0.3 million and $0.6 million in costs were incurred for the three and six months ended June 30, 2013, respectively. Approximately, $0.1 million of these costs were outstanding and payable as of June 30, 2013.

The Company was also required to pay a monthly information technology services fee to BCO. Approximately $0.5 million and $0.9 million in costs were incurred for the three and six months ended June 30, 2013, of which $0.2 million of these costs were outstanding and payable as of June 30, 2013.

Demand Deposit from Brookfield U.S. Holdings

In August 2012, the Company entered into an agreement with Brookfield U.S. Holdings (U.S. Holdings) to place funds into an interest bearing account which earns interest at LIBOR plus 1.05% per annum. The demand deposit is secured by a note from U.S. Holdings and guaranteed by Brookfield Asset Management Inc. The demand deposit had an original maturity of February 14, 2013 and was extended to August 14, 2013. However, the Company may demand the funds earlier by providing U.S. Holdings with three days' notice. The Company earned approximately $0.1 million and $0.3 million in interest income for the three and six months ended June 30, 2013. No interest income was earned for the three and six months ended June 30, 2012. As of June 30, 2013, the Company has $45.0 million on deposit with Brookfield, which is recorded as a demand deposit from affiliate on the Company's Consolidated Balance Sheets.

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012
Other liabilities
Accounts payable and accrued expenses	$ 10,719	$ 12,696
Accrued interest	3,805	3,546
Accrued real estate taxes	9,527	9,894
Accrued dividend	6,453	3,479	3,471
Deferred income	2,435	3,201
Accrued payroll and other employee liabilities	3,046	1,230
Construction payable	9,458	9,979
Tenant and other deposits	1,460	1,629
Asset retirement obligation liability	4,630	4,503
Other	349	3,461
Total accounts payable and accrued expenses, net	80,604	88,686
Tenant leases | Below-market tenant leases, net
Other liabilities
Below-market tenant leases, net (Note 2)	$ 28,722	$ 35,068

XML

ORGANIZATION (Details)	6 Months Ended
	Jun. 30, 2013 segment
Organization [Line Items]
Number of operating segments	1,000
GGP
Organization [Line Items]
Number of properties assets and liabilities are split over	30

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STOCK BASED COMPENSATION PLANS (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock options activity for the equity plan

The following tables summarize stock option activity for the Equity Plan for the six months ended June 30, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Stock options outstanding at January 1	1,945,643		$	14.64	—	$	—
Granted	695,900		16.48		1,652,486	14.70
Exercised	—		—		—	—
Forfeited	(47,378	)	14.41		—	—
Expired	—		—		—	—
Stock options outstanding at June 30,	2,594,165		$	15.14	1,652,486	$	14.70

Summary of stock options outstanding by issuance period

	Stock Options Outstanding (1)
Issuance	Shares	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price
March 2012	1,542,708	8.75	$	14.72
May 2012	21,900	8.92	13.71
August 2012	36,400	9.17	13.75
October 2012	297,257	9.33	14.47
February 2013	695,900	9.67	16.48
Stock options outstanding at June 30, 2013	2,594,165	9.07	$	15.14

Explanatory Note:

⁽¹⁾During the three and six months ended June 30, 2013, 4,380 and 319,477, respectively, of stock options became fully vested. The intrinsic value of these options that vested during the three and six months ended June 30, 2013 was $0.03 million and $1.6 million, respectively.

Summary of restricted stock activity

The following table summarizes restricted stock activity for the six months ended June 30, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding at January 1	263,669		$	14.69	—		$	—
Granted	36,573		16.48		344,751		14.69
Forfeited	(4,160	)	14.72		—		—
Cancelled	—		—		—		—
Vested	(7,674	)	15.56		(5,096	)	14.72
Nonvested restricted stock grants outstanding at June 30	288,408		$	14.87	339,655		$	14.69

Schedule of weighted average assumptions under the Black-Scholes option-pricing model for estimation of fair value of options

The fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model with the following 2013 weighted-average assumptions:

Risk-free interest rate	1.10	%
Dividend yield	4.25	%
Expected volatility	26.00	%
Expected life (in years)	6.5

XML

RELATED PARTY TRANSACTIONS (Details) (USD $)			3 Months Ended		6 Months Ended		0 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended		1 Months Ended	12 Months Ended			6 Months Ended	12 Months Ended	3 Months Ended	6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 GGP Transition services agreement	Jun. 30, 2012 GGP Transition services agreement	Jun. 30, 2013 GGP Transition services agreement	Jun. 30, 2012 GGP Transition services agreement	Jan. 12, 2012 Brookfield Asset Management Inc [Member] Office leases Building [Member]	Jun. 30, 2013 Brookfield Asset Management Inc [Member] Office leases Building [Member]	Jun. 30, 2012 Brookfield Asset Management Inc [Member] Office leases Building [Member]	Jun. 30, 2013 Brookfield Asset Management Inc [Member] Office leases Building [Member]	Jun. 30, 2012 Brookfield Asset Management Inc [Member] Office leases Building [Member]	Dec. 31, 2012 Brookfield Asset Management Inc [Member] Office leases Build out of office space	Jun. 30, 2013 Brookfield Asset Management Inc [Member] Office leases Build out of office space	Oct. 31, 2012 Brookfield Asset Management Inc [Member] Office Lease Agreement Two [Member] Building [Member]	Dec. 31, 2012 Brookfield Asset Management Inc [Member] Office Lease Agreement Two [Member] Building [Member]	Jun. 30, 2013 Brookfield Asset Management Inc [Member] Office Lease Agreement Two [Member] Building [Member]	Apr. 30, 2013 Brookfield Asset Management Inc [Member] Office Lease Agreement Two Amended [Member] Building [Member]	Jun. 30, 2013 Brookfield Asset Management Inc [Member] Credit agreement Revolving subordinated credit facility	Dec. 31, 2012 Brookfield Asset Management Inc [Member] Credit agreement Revolving subordinated credit facility	Jun. 30, 2013 BCO	Jun. 30, 2013 BCO	Dec. 31, 2012 BCO	Jun. 30, 2013 U.S. Holdings	Jun. 30, 2012 U.S. Holdings	Jun. 30, 2013 U.S. Holdings	Jun. 30, 2012 U.S. Holdings
Related party transactions
Maximum period for which services will be provided by related party to the reporting entity following the spin-off					18 months
Cost associated with agreement entered with the related party			$ 0	$ 400,000	$ 100,000	$ 1,000,000		$ 300,000	$ 300,000	$ 500,000	$ 500,000	$ 1,700,000								$ 300,000	$ 600,000
Amount payable to related party			0		0			0		0			200,000	0		0	0			100,000	100,000
Term of lease agreement assumed upon spin off							10 years
Term of lease															5 years
Rent free period														12 months
Maximum borrowing capacity under revolving subordinated credit facility with a wholly-owned subsidiary of Brookfield																		100,000,000.0
Upfront fee related to credit facility																			500,000
Semi annual revolving credit fee																		300,000
Amount drawn																		0
Amount payable related to the revolving credit fee																		300,000
Infrastructure costs incurred																				7,600,000	7,600,000	5,200,000
Related Party Transaction Business Infrastructure Costs Payable																				500,000	500,000
Monthly information technology services fee																				500,000	900,000
Monthly information technology services fee payable	200,000
Interest rate basis																									LIBOR
Interest receivable (as a percent)																							1.05%		1.05%
Note receivable funds notice period																									3 days
Interest income																							100,000	0	300,000	0
Due from affiliate	$ 45,039,000	$ 150,163,000																					$ 45,000,000		$ 45,000,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 8) (USD $)	3 Months Ended		6 Months Ended									6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Tenant leases	Jun. 30, 2013 Tenant leases In-place value	Dec. 31, 2012 Tenant leases In-place value	Jun. 30, 2013 Tenant leases Acquired Above Market Lease Intangibles	Dec. 31, 2012 Tenant leases Acquired Above Market Lease Intangibles	Jun. 30, 2013 Tenant leases Acquired Below Market Lease Intangibles	Dec. 31, 2012 Tenant leases Acquired Below Market Lease Intangibles	Jun. 30, 2013 Ground leases	Jun. 30, 2013 Ground leases Acquired Below Market Lease Intangibles	Dec. 31, 2012 Ground leases Acquired Below Market Lease Intangibles
Intangible assets and liabilities
Gross Assets						$ 93,069,000	$ 97,887,000	$ 139,380,000	$ 151,936,000				$ 2,173,000	$ 2,173,000
Gross Liability										(49,770,000)	(53,558,000)
Accumulated Amortization						(45,461,000)	(39,681,000)	(68,647,000)	(62,529,000)				(328,000)	(267,000)
Accumulated Accretion										21,048,000	18,490,000
Net Carrying Amount						47,608,000	58,206,000	70,733,000	89,407,000				1,845,000	1,906,000
Net Carrying Amount										(28,722,000)	(35,068,000)
Average amortization period					5 years							35 years
Amortization of intangible assets and liabilities	8,100,000	12,000,000	17,700,000	25,600,000
Estimated decrease to income due to future amortization
Estimated decrease in income due to amortization expense, remainder of 2013			15,000,000
2014			18,200,000
2015			17,600,000
2016			12,600,000
2017			8,400,000
2018			$ 4,400,000

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INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Tax Disclosure [Abstract]
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT			90.00%
Period of disqualification of REIT status			4 years
Amount incurred in taxes with the TRS subsidiary	$ 0.02	$ 0	$ 0.04	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Weighted-average shares outstanding
Weighted average shares - basic and diluted	49,342,013	49,242,014	49,337,110	43,013,900

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STOCK BASED COMPENSATION PLANS (Details 2) (Employee Stock Option [Member], USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012	Jun. 30, 2013		Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011
Stock options outstanding
Shares	2,594,165	[1]	1,652,486	2,594,165	[1]	1,652,486	1,945,643	0
Weighted Average Remaining Contractual Term				9 years 0 months 26 days	[1]
Weighted Average Exercise Price (in dollars per share)	$ 15.14	[1]	$ 14.70	$ 15.14	[1]	$ 14.70	$ 14.64	$ 0
Vested (in shares)	4,380			319,477
Intrinsic value of options vested	$ 0.03			$ 1.60
Recognition of share-based compensation expense	$ 0.4		$ 0.1	$ 0.7		$ 0.4
March 2012
Stock options outstanding
Shares	1,542,708	[1]		1,542,708	[1]
Weighted Average Remaining Contractual Term				8 years 9 months	[1]
Weighted Average Exercise Price (in dollars per share)	$ 14.72	[1]		$ 14.72	[1]
May 2012
Stock options outstanding
Shares	21,900	[1]		21,900	[1]
Weighted Average Remaining Contractual Term				8 years 11 months 1 day	[1]
Weighted Average Exercise Price (in dollars per share)	$ 13.71	[1]		$ 13.71	[1]
August 2012
Stock options outstanding
Shares	36,400	[1]		36,400	[1]
Weighted Average Remaining Contractual Term				9 years 2 months 1 day	[1]
Weighted Average Exercise Price (in dollars per share)	$ 13.75	[1]		$ 13.75	[1]
October 2012
Stock options outstanding
Shares	297,257	[1]		297,257	[1]
Weighted Average Remaining Contractual Term				9 years 4 months	[1]
Weighted Average Exercise Price (in dollars per share)	$ 14.47	[1]		$ 14.47	[1]
February 2013
Stock options outstanding
Shares	695,900	[1]		695,900	[1]
Weighted Average Remaining Contractual Term				9 years 8 months 1 day	[1]
Weighted Average Exercise Price (in dollars per share)	$ 16.48	[1]		$ 16.48	[1]

[1] During the three and six months ended June 30, 2013, 4,380 and 319,477, respectively, of stock options became fully vested. The intrinsic value of these options that vested during the three and six months ended June 30, 2013 was $0.03 million and $1.6 million, respectively.

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DISPOSITIONS, DISCONTINUED OPERATIONS AND GAIN (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES (Tables)

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

	For the three months ended June 30,						For the six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Total revenues	$	2,425		$	2,527		$	4,812		$	5,168
Operating expenses including depreciation and amortization	1,402			2,080			3,082			4,470
Provision for impairment	—			—			21,661			—
Total expenses	1,402			2,080			24,743			4,470
Operating income (loss)	1,023			447			(19,931		)	698
Interest expense	(1,536		)	(1,691		)	(3,227		)	(3,368		)
Net loss from discontinued operations	(513		)	(1,244		)	(23,158		)	(2,670		)
Gain on extinguishment of debt	13,995			—			13,995			—
Net income (loss) from discontinued operations	$	13,482		$	(1,244	)	$	(9,163	)	$	(2,670	)
Net income (loss) from discontinued operations per share- Basic and Diluted	$	0.27		$	(0.03	)	$	(0.19	)	$	(0.06	)

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CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY (Parenthetical)	0 Months Ended	6 Months Ended
	Jan. 12, 2012	Jun. 30, 2012
Common
Issuance of common stock related to the spin-off and transfer of GGP equity on the spin-off date, shares		35,547,049
Issuance of common stock related to the rights offering, shares		13,333,333
Class B
Issuance of common stock related to the spin-off and transfer of GGP equity on the spin-off date, shares	359,056	359,056

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ORGANIZATION

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION

Readers of this Quarterly Report should refer to the Company’s (as defined below) audited Consolidated and Combined Financial Statements for the year ended December 31, 2012 which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Annual Report”), as certain footnote disclosures which would substantially duplicate those contained in the Annual Report have been omitted from this Quarterly Report.  Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in the Annual Report.

General

Rouse Properties, Inc. is a Delaware corporation that was created to hold certain assets and liabilities of General Growth Properties, Inc ("GGP"). Prior to January 12, 2012, Rouse Properties, Inc. and its subsidiaries ("Rouse" or the "Company") was a wholly-owned subsidiary of GGP Limited Partnership (“GGP LP”). GGP distributed the assets and liabilities of 30 of its wholly-owned properties (“RPI Businesses”) to Rouse on January 12, 2012 (the “Spin-Off Date”). Before the spin-off, the Company had not conducted any business as a separate company and had no material assets or liabilities. The operations, assets and liabilities of the business were transferred to us by GGP on the Spin-Off Date and are presented as if the transferred business was our business for all historical periods described. As such, the Company's assets and liabilities on the Spin-Off Date are reflective of GGP's respective carrying values. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Rouse from January 12, 2012 through June 30, 2013 and RPI Businesses before January 12, 2012. Before the Spin-Off Date, RPI Businesses were operated as subsidiaries of GGP, which operates as a real estate investment trust (“REIT”). After the Spin-Off Date, the Company elected to continue to operate as a REIT.

Principles of Combination and Consolidation and Basis of Presentation

The accompanying consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The consolidated balance sheets as of June 30, 2013 and December 31, 2012 include the accounts of Rouse, as well as all subsidiaries of Rouse.  The accompanying consolidated and combined statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2013 and 2012 include the consolidated accounts of Rouse and for the six months ended June 30, 2012 include the consolidated accounts of Rouse and the combined accounts of RPI Businesses. The accompanying financial statements for the periods prior to the Spin-Off Date are prepared on a carve out basis from the consolidated financial statements of GGP using the historical results of operations and bases of the assets and liabilities of the transferred businesses and including allocations from GGP. Accordingly, the results presented for the six months ended June 30, 2012 reflect the aggregate operations and changes in cash flows and equity on a carved-out basis for the period from January 1, 2012 through January 12, 2012 and on a consolidated basis from January 13, 2012 through June 30, 2012.  All intercompany transactions have been eliminated in consolidation and combination as of and for the three and six months ended June 30, 2013 and 2012 except end-of-period intercompany balances on the Spin-Off Date between GGP and RPI Businesses which have been considered elements of RPI Businesses' equity. 

The Company operates in a single reportable segment referred to as its retail segment, which includes the operation, development and management of regional malls. Each of the Company's operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. All operations are within the United States, no customer or tenant comprises more than 10% of consolidated and combined revenues, and the properties have similar economic characteristics. As a result, the Company’s operating properties are aggregated into a single reportable segment.

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MORTGAGES, NOTES AND LOANS PAYABLE

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:

	June 30, 2013		December 31, 2012
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	879,249	$	995,545
Variable-rate debt:
Collateralized mortgages, notes and loans payable	254,446		287,946
Total mortgages, notes and loans payable (1)	$	1,133,695	$	1,283,491

Explanatory Note:

⁽¹⁾ Net of $13.6 million and $33.8 million of non-cash debt market rate adjustments as of June 30, 2013 and December 31, 2012, respectively.

On the Spin-Off Date, the Company entered into a senior secured credit facility (“Senior Facility”) with a syndicate of banks, as lenders, and Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Securities, LLC, RBC Capital Markets, LLC, and U.S. Bank National Association, as joint lead arrangers, that provided borrowings on a revolving basis of up to $50.0 million (the “Revolver”) and a senior secured term loan (the “Term Loan” and, together with the Revolver, the “Facilities”), which provided an advance of approximately $433.5 million and is a direct obligation of the Company. The Facilities closed concurrently with the consummation of the spin-off and have a term of three years. During 2012, the outstanding balance on the Term Loan decreased from $433.5 million to $287.9 million due to the repayments on the Term Loan concurrent with the refinancing of the Pierre Bossier, Southland Center, and Animas Valley Malls. In addition, during 2012, the interest rate was renegotiated from LIBOR plus 5.0% (with a LIBOR floor of 1.0%) to LIBOR plus 4.5% (with no LIBOR floor). In January 2013, in order to maintain the same level of liquidity, the Company paid down an additional $100.0 million on the Term Loan and increased the Revolver from $50.0 million to $150.0 million. As of June 30, 2013, the outstanding balance on the Term Loan was $187.9 million and no amounts were drawn on the Revolver.

The Company is required to pay an unused fee related to the Revolver equal to 0.30% per year if the aggregate unused amount is greater than or equal to 50% of the Revolver or 0.25% per year if the aggregate unused amount is less that 50% of the Revolver. 

The Senior Facility has affirmative and negative covenants that are customary for a real estate loan, including, without limitation, restrictions on incurrence of indebtedness and liens on the mortgage collateral; restrictions on pledges; restrictions on subsidiary distributions; with respect to the mortgage collateral, limitations on our ability to enter into transactions including mergers, consolidations, sales of assets for less than fair market value and similar transactions; conduct of business; restricted distributions; transactions with affiliates; and limitation on speculative hedge agreements. In addition, we are required to comply with financial maintenance covenants relating to the following: (1) net indebtedness to value ratio, (2) liquidity, (3) minimum fixed charge coverage ratio, (4) minimum tangible net worth, and (5) minimum portfolio debt yield. Failure to comply with the covenants in the Senior Facility would result in a default under the credit agreement governing the Facilities and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under the Senior Facility, which would also result in a cross-default of our Subordinated Facility (as described below).  The Company is in compliance with these financial covenants as of June 30, 2013.

During 2012, the Company also entered into a subordinated unsecured revolving credit facility with a wholly-owned subsidiary of Brookfield Asset Management, Inc., a related party, that provides borrowings on a revolving basis of up to $100.0 million (the “Subordinated Facility”). The Subordinated Facility has a term of three years and six months and will bear interest at LIBOR (with a LIBOR floor of 1%) plus 8.50%. The default interest rate following a payment event of default under the Subordinated Facility will be 2.00% more than the then-applicable interest rate. Interest will be payable monthly.  In addition, the Company is required to pay a semiannual revolving credit fee of $0.3 million. As of June 30, 2013, no amounts have been drawn from the Subordinated Facility.

The Company has individual Property-Level Debt (the “Property-Level Debt”) on 17 of its 31 assets, representing approximately $959.4 million (excluding $13.6 million of market rate adjustments) as of June 30, 2013. The Property-Level Debt has a weighted average interest rate of 5.1% and an average remaining term of 4.9 years. The Property-Level Debt is stand-alone (not cross-collateralized) first mortgage debt and is non-recourse with the exception of customary contingent guarantees/indemnities.

On March 6, 2013, the Company placed a new non-recourse mortgage loan on the Lakeland Mall located in Lakeland, FL for $65.0 million. The loan bears interest at a fixed rate of 4.17%, is amortizing, and has a term of ten years. This loan replaced a $50.3 million loan that had a fixed rate of 5.12% and was the only mortgage in its portfolio that was due in October 2013. Net proceeds to the Company after related closing costs and defeasance was approximately $13.4 million.

On March 21, 2013, the loan associated with the Lakeland Mall was increased by $5.0 million in order to partially fund the acquisition of an anchor previously owned by a third property. The additional $5.0 million loan has the same terms as the Lakeland Mall loan that closed on March 6, 2013.

On May 10, 2013, the Company placed a new non-recourse mortgage loan on the NewPark Mall located in Newark, CA for $71.5 million, with an initial funding of $66.5 million. The loan provides for an additional subsequent funding of $5.0 million upon achieving certain conditions. The loan amortizes over 30 years, bears interest at a floating rate of LIBOR plus 405 basis points, and has a term of four years with a one year extension subject to certain conditions being met. This loan replaced a $62.9 million loan that had a fixed rate of 7.45%. Net proceeds to the Company after related closing costs were approximately $1.1 million.

On June 19, 2013, the Company placed a new non-recourse mortgage loan on the Valley Hills Mall located in Hickory, NC for $68.0 million. The loan bears interest at a fixed rate of 4.47% , has a term of 10 years, and amortizes over 30 years. This loan replaced a $51.4 million loan that had a fixed rate of 4.73%. Net proceeds to the Company after related closing and defeasance costs were approximately $15.0 million.

On June 21, 2013, the Company conveyed the Boulevard Mall located in Las Vegas, NV to the lender of the loan related to the property in full satisfaction of the loan. The loan had a net outstanding balance of approximately $81.3 million and the Company recorded a gain on extinguishment of debt of $14.0 million for the three and six months ended June 30, 2013 (see Notes 2 and 6).

As of June 30, 2013, $1,569.1 million of land, buildings and equipment (before accumulated depreciation) have been pledged as collateral for our mortgages, notes and loans payable. Certain mortgage notes payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. The weighted-average interest rate on our collateralized mortgages, notes and loans payable was approximately 5.1% and 5.2%, respectively, as of June 30, 2013 and December 31, 2012. As of June 30, 2013, the average remaining term was 4.4 years.

Interest Rate of Caps

The Company entered into a hedge transaction related to a portion of its Term Loan at a cost of approximately $0.1 million during 2012.  This hedge transaction was for an interest rate cap with a notional amount of $110.0 million and caps the daily LIBOR at 1%. The interest rate cap expired on January 12, 2013.

Also, on May 10, 2013, the Company entered into a hedge transaction related to the non-recourse mortgage loan on NewPark Mall for approximately $0.1 million. This hedge transaction was for an interest rate cap with a notional amount of $66.5 million and caps the daily LIBOR at 4.5%.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Properties

Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. After acquisition accounting is applied, the real estate assets are carried at the cost basis less accumulated depreciation. Real estate taxes and interest costs incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes and interest costs are amortized over lives which are consistent with the developed assets.

Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed.

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, it capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

Impairment

Operating properties and intangible assets

Accounting for the impairment or disposal of long-lived assets require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value. The Company reviews all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net of operating income and occupancy percentages. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to the Company’s plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

During the six months ended June 30, 2013, the Company determined there were events and circumstances which changed management's estimated holding period for the Boulevard Mall. During 2013, the servicer of the loan on the Boulevard Mall placed the loan into special servicing status and communicated to the Company that they would be unwilling to extend the term and discount the loan. As a result of this and the continued decline in operating results of the property, management concluded that it was in the best interest of the Company to convey the property to the lender. As the Company intended on conveying the property to the lender during 2013, the Company revised its intended hold period of this property to less than one year. The change in the hold period adjusted the undiscounted cash flows utilized in the impairment analysis and the Company concluded that the property was not recoverable. Subsequently, the Company recorded an impairment charge on the property of $21.7 million during the first quarter of 2013, as the aggregate carrying value was less than the fair value of the property. This impairment charge is included in Loss from discontinued operations on the Company's Consolidated and Combined Statements of Operations and Comprehensive Income (Loss). No impairment charges were recorded for the three months ended June 30, 2013 or the three and six months ended June 30, 2012.

During the three and six months ended June 30, 2013, the Company conveyed its interest in the property to the lender, which resulted in a gain on extinguishment of debt of $14.0 million, which is recorded in Discontinued operations, net on the Company's Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) (see Note 6).

Cash and Cash Equivalents

The Company considers all demand deposits with a maturity of three months or less, at the date of purchase, to be cash equivalents.

Restricted Cash

Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, capital renovations and capital improvements. 

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates as well as the amortization related to above and below-market tenant leases on acquired properties. Minimum rent revenues also includes amortization of lease inducements and percentage rents in lieu of minimum rent from those leases where we receive a percentage of tenant revenues. The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the three and six months ended June 30, 2013 and 2012:

	For the three months ended June 30,						For the six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Straight-line rent amortization	$	879		$	1,613		$	1,823		$	3,015
Lease termination income	218			70			253			217
Net amortization of above and below-market tenant leases	(4,114		)	(6,105		)	(8,413		)	(11,799		)
Amortization of lease inducement	(250		)	—			(500		)	—
Percentage rents in lieu of minimum rent	1,381			2,032			3,486			3,936

Straight-line rent receivables represent the current net cumulative rents recognized prior to when billed and collectible, as provided by the terms of the leases. The following is a summary of straight-line rent receivables, which are included in accounts receivable, net, in our Consolidated Balance Sheets and are reduced for allowances for doubtful accounts:

	June 30, 2013		December 31, 2012
	(In thousands)
Straight-line rent receivables, net	$	10,980	$	9,694

The Company provides an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The Company also evaluates the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long term nature of our leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. The Company's experience relative to unbilled straight-line rent receivables is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations. For that portion of the recognized deferred rent that is not deemed to be probable of collection, an allowance for doubtful accounts has been provided. Accounts receivable are shown net of an allowance for doubtful accounts of $3.0 million and $2.5 million as of June 30, 2013 and December 31, 2012, respectively.

Overage rent is paid by a tenant when its sales exceed an agreed-upon minimum amount. Overage rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds. Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other shopping center operating expenses and are generally recognized as revenues in the period the related costs are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement. Other revenues generally consist of amounts earned by the Company for vending, advertising, and marketing revenues earned at our malls and is recognized on an accrual basis over the related service period.

Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share reflects potential dilution of securities by adding other potential shares of common stock, including stock options and nonvested restricted stock, to the weighted-average number of shares of common stock outstanding for a period, if dilutive. For the three and six months ended June 30, 2013 and 2012, there were 2,594,165 and 1,652,486 stock options outstanding that potentially could be converted into shares of common stock, respectively, and 288,408 and 339,655 shares of nonvested restricted stock, respectively. These stock options and shares of restricted stock have been excluded from this computation, as their effect is anti-dilutive. The Company had the following weighted-average shares outstanding:

	For the three months ended June 30,		For the six months ended June 30,
	2013	2012	2013	2012
Weighted average shares - basic and diluted	49,342,013	49,242,014	49,337,110	43,013,900

Fair Value

The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 — unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value.  Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities.  Accordingly, the Company's fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon the sale or disposition of these assets.

The Company's financial instruments are short term in nature and as such their fair values approximate their carrying amount in our consolidated and combined financial statements except for debt. As of June 30, 2013 and December 31, 2012, management’s required estimates of fair value are presented below. The Company estimated the fair value of the debt using a future discounted cash flow analysis based on the use and weighting of multiple market inputs being considered. Based on the frequency and availability of market data, the inputs used to measure the estimated fair value of debt are Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. 

	June 30, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	879,249	$	881,257	$	995,545	$	1,040,964
Variable-rate debt	254,446		257,714		287,946		287,946
Total mortgages, notes and loans payable	$	1,133,695	$	1,138,971	$	1,283,491	$	1,328,910

Deferred Expenses

Deferred expenses are comprised of deferred lease costs incurred in connection with obtaining new tenants or renewals of lease agreements with current tenants, which are amortized on a straight-line basis over the terms of the related leases, and deferred financing costs which are amortized on a straight-line basis (which approximates the effective interest method) over the lives of the related mortgages, notes, and loans payable.  The following table summarizes our deferred lease and financing costs:

	Gross Asset		Accumulated Amortization			Net Carrying Amount
	(In thousands)
June 30, 2013
Deferred lease costs	$	35,567	$	(11,355	)	$	24,212
Deferred financing costs	24,095		(9,253		)	14,842
Total	$	59,662	$	(20,608	)	$	39,054
December 31, 2012
Deferred lease costs	$	31,397	$	(9,162	)	$	22,235
Deferred financing costs	25,068		(6,897		)	18,171
Total	$	56,465	$	(16,059	)	$	40,406

Intangible Assets and Liabilities

The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting:

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
	(In thousands)
June 30, 2013
Tenant leases:
In-place value	$	93,069		$	(45,461	)	$	47,608
Above-market	139,380			(68,647		)	70,733
Below-market	(49,770		)	21,048			(28,722		)
Ground leases:
Below-market	2,173			(328		)	1,845
December 31, 2012
Tenant leases:
In-place value	$	97,887		$	(39,681	)	$	58,206
Above-market	151,936			(62,529		)	89,407
Below-market	(53,558		)	18,490			(35,068		)
Ground leases:
Below-market	2,173			(267		)	1,906

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment on the Company's Consolidated Balance Sheets. Acquired in-place tenant leases are amortized over periods that approximate the related lease terms. The above-market tenant and below-market ground leases are included in prepaid expenses and other assets, and below-market tenant leases are included in accounts payable and accrued expenses as detailed in Notes 3 and 5, respectively. Above and below-market lease values are amortized to revenue over the non-cancelable terms of the respective leases (averaging approximately five years for tenant leases and approximately 35 years for ground leases).

Amortization of these intangible assets and liabilities decreased the Company's income by $8.1 million and $12.0 million for the three months ended June 30, 2013 and 2012, respectively. Amortization of these intangible assets and liabilities decreased the Company's income by $17.7 million and $25.6 million for the six months ended June 30, 2013 and 2012, respectively.

Future amortization of our intangible assets and liabilities is estimated to decrease income by an additional $15.0 million for the remainder of 2013, $18.2 million in 2014, $17.6 million in 2015, $12.6 million in 2016, $8.4 million in 2017, and $4.4 million in 2018.

Asset Retirement Obligations

The Company evaluated any potential asset retirement obligations, including those related to disposal of asbestos containing materials and environmental remediation liabilities. The Company recognizes the fair value of such obligations in the period incurred if a reasonable estimate of fair value can be determined. As of June 30, 2013 and December 31, 2012, the Company recorded a preliminary estimate of the cost of the environmental remediation liability of approximately $4.6 million and $4.5 million, respectively, which is included in accounts payable and accrued expenses on the accompanying Consolidated Balance Sheets. The ultimate cost of remediation to be incurred by the Company in the future may differ from the estimates as of June 30, 2013.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets and fair value of debt. Actual results could differ from these and other estimates.

Reclassification

Certain prior period amounts included on the Company's Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) and related notes that are associated with the property that the Company disposed of, have been reclassified to discontinued operations for all periods presented.

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COMMON STOCK (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended		3 Months Ended		6 Months Ended		0 Months Ended				6 Months Ended			6 Months Ended		0 Months Ended		6 Months Ended			6 Months Ended	0 Months Ended		6 Months Ended	0 Months Ended
	May 02, 2013	Feb. 28, 2013	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Aug. 01, 2013 Subsequent Event [Member]	Jan. 12, 2012 Additional Paid-In Capital	Feb. 06, 2013 Common stock	Mar. 26, 2013 Common stock	Jun. 30, 2012 Common stock	Jun. 30, 2013 Common stock	Dec. 31, 2012 Common stock	Jun. 30, 2013 Common stock	Jun. 30, 2012 Common stock	Feb. 06, 2013 Class B common stock	Jan. 12, 2012 Class B common stock	Jun. 30, 2012 Class B common stock	Jun. 30, 2013 Class B common stock	Dec. 31, 2012 Class B common stock	Jun. 30, 2012 Class B common stock Common stock	Jan. 12, 2012 GGP Common stock	Dec. 31, 2011 GGP Common stock	Jun. 30, 2013 Brookfield	Mar. 26, 2013 Brookfield Common stock
Common Stock disclosures
Common stock related to the spin-off and transfer of GGP equity on the spin-off date (in shares)											35,547,049				35,547,049		359,056	359,056			359,056	35,547,049
Value of contributed capital during the period upon spin-off (in dollars)								$ 405.3
Share conversion ratio (in shares)																							3.75%
Par value (in dollars per share)												$ 0.01	$ 0.01				$ 0.01		$ 0.01	$ 0.01
Shares converted (in shares)									359,056							359,056
Issuance of common stock related to the rights offering (in shares)											13,333,333				13,333,333										13,333,333
Subscription price (in dollars per share)																									$ 15.00
Net proceeds from rights offering and backstop purchase (in dollars)																									$ 191.6
Percentage of ownership interest held by related party																								54.38%
Sale of treasury stock (in shares)										10,559				10,559
Treasury shares sold (in dollars per share)										$ 17.91
Common stock dividend declared (in dollars per share)	$ 0.13	$ 0.13	$ 0.13	$ 0.07	$ 0.26	$ 0.07	$ 0.13

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended
	Jun. 30, 2013
Building and improvements
Properties
Estimated useful lives	40 years
Equipment and fixtures | Maximum
Properties
Estimated useful lives	10 years
Equipment and fixtures | Minimum
Properties
Estimated useful lives	5 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value of Financial Instruments
Total Mortgages, notes and loans payable	$ 1,133,695	$ 1,283,491
Carrying Amount
Fair Value of Financial Instruments
Fixed-rate debt	879,249	995,545
Variable-rate debt	254,446	287,946
Total Mortgages, notes and loans payable	1,133,695	1,283,491
Estimated Fair Value
Fair Value of Financial Instruments
Fixed-rate debt	881,257	1,040,964
Variable-rate debt	257,714	287,946
Total Mortgages, notes and loans payable	$ 1,138,971	$ 1,328,910

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MORTGAGES, NOTES AND LOANS PAYABLE (Details) (USD $)	3 Months Ended		6 Months Ended			0 Months Ended				6 Months Ended			0 Months Ended	1 Months Ended				0 Months Ended	6 Months Ended				0 Months Ended					6 Months Ended			6 Months Ended	0 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jun. 19, 2013 Valley Hills [Member]	Mar. 21, 2013 Lakeland Mall	Mar. 06, 2013 Lakeland Mall	May 10, 2013 NewPark Mall [Member]	Jun. 30, 2013 NewPark Mall [Member]	Jun. 30, 2013 The Boulevard Mall [Member]	Jun. 21, 2013 The Boulevard Mall [Member]	Jan. 12, 2012 Senior secured term loan [Member]	Jan. 31, 2013 Senior secured term loan [Member]	Jun. 30, 2013 Senior secured term loan [Member]	Dec. 31, 2012 Senior secured term loan [Member]	Jun. 30, 2012 Senior secured term loan [Member]	Dec. 31, 2012 Renegotiated Senior facility [Member]	Jun. 30, 2013 Revolver [Member]	Jan. 31, 2013 Revolver [Member]	Dec. 31, 2012 Revolver [Member]	Jan. 12, 2012 Revolver [Member]	Jan. 12, 2012 Senior Facility [Member}	Jun. 30, 2013 Collateralized mortgages, notes and loans payable [Member]		Dec. 31, 2012 Collateralized mortgages, notes and loans payable [Member]		Jun. 30, 2013 Collateralized mortgages, notes and loans payable [Member] Average	Jun. 30, 2013 Subordinated Facility {Member] Brookfield Asset Management Inc [Member]	Dec. 31, 2012 Subordinated Facility {Member] Brookfield Asset Management Inc [Member]	Jun. 30, 2013 Property-Level Debt [Member] asset	May 10, 2013 NewPark Mall [Member]
Mortgages, notes and loans payable [Line Item]
Collateralized mortgages, notes and loans payable																								$ 879,249,000		$ 995,545,000
Collateralized mortgages, notes and loans payable																								254,446,000		287,946,000
Total Mortgages, notes and loans payable	1,133,695,000		1,133,695,000		1,283,491,000																			1,133,695,000	[1]	1,283,491,000	[1]				959,400,000
Non-cash debt market rate adjustments																								13,600,000		33,800,000					13,600,000
Maximum borrowing capacity																				150,000,000.0	50,000,000.0	50,000,000.0								100,000,000.0
Increase in borrowings							5,000,000		5,000,000				433,500,000
Term of debt instrument						10 years 0 months 0 days		10 years	4 years 0 months 0 days														3 years					4 years 4 months 10 days	3 years 6 months		4 years 10 months 24 days
Outstanding balance															187,900,000	287,900,000													0
Variable interest rate base										LIBOR			LIBOR					LIBOR											LIBOR
Variable interest rate floor													1.00%					0.00%											1.00%
Interest rate margin									4.05%				5.00%					4.50%											8.50%
Amount of debt paid down														100,000,000
Unused fee, if aggregate unused amount is greater than or equal to 50% of credit facility (as a percent)																			0.30%
Unused fee, if aggregate unused amount is less than 50% of credit facility (as a percent)																			0.25%
Default interest rate																													2.00%
Semi annual revolving credit fee																													300,000
Number of properties with Property-Level Debt																															17
Total number of assets																															31
Weighted Average interest rate (as a percent)																								5.10%		5.20%					5.10%
Amount of new non-recourse mortgage loan						68,000,000.0		65,000,000.0
Fixed rate of interest						4.47%		4.17%
Value of replaced loan						51,400,000		50,300,000	62,900,000
Fixed rate of interest on replaced loan						4.73%		5.12%	7.45%
Net proceeds from loan after related closing costs and defeasance						15,000,000		13,400,000	1,100,000
Debt Instrument, Initialfunding									66,500,000
Debt Instrument, Amortization Term						30 years 0 months 0 days			30 years 0 months 0 days
Debt Instrument, Maximum Borrower Capacity									71,500,000
Debt Instrument, Extension Option									1 year 0 months 0 days
Disposed loan balance												81,300,000
Gain on extinguishment of debt	13,995,000	0	13,995,000	0
Gain on extinguishment of debt											13,995,000
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral																								1,569,100,000
Amount of hedge transaction																100,000																100,000
Notional amount of interest rate cap																	$ 110,000,000															$ 66,500,000
Interest rate cap rate																1.00%																4.50%
Derivative, Description of Variable Rate Basis													LIBOR																			LIBOR

[1] Net of $13.6 million and $33.8 million of non-cash debt market rate adjustments as of June 30, 2013 and December 31, 2012, respectively.

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NON-CONTROLLING INTEREST (Details) (Holdings, Preferred Shares, USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 29, 2012
Holdings | Preferred Shares
Non-controlling interest
Number of preferred shares issued (in shares)		111
Par value of shares (in dollars per share)		$ 1,000
Cumulative preferential annual cash dividend (as a percent)	12.50%
Redemption price (in dollars per share)	$ 1,000
Liquidation preference (in dollars per share)	$ 1,000

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Preferred Stock [Member]
Par value of shares (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Number of preferred shares issued (in shares)	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	49,641,716	49,246,087
Common stock, shares outstanding	49,637,556	49,235,528
Class B common stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares issued	0	359,056
Common stock, shares outstanding	0	359,056

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INCOME TAXES

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

RPI Businesses historically operated under GGP’s REIT structure. The Company has elected to be taxed as a REIT in connection with the filing of its tax return for the 2011 fiscal year. Subject to its ability to meet the requirements of a REIT, the Company intends to maintain this status in future periods. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our ordinary taxable income and to either distribute capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, the Company is required to meet certain asset and income tests.

As a REIT, the Company will generally not be subject to corporate level federal income tax on taxable income that it distributes currently to our stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on our income or property, and to federal income and excise taxes on our undistributed taxable income.

The Company has a subsidiary that it elected to treat as a taxable REIT subsidiary (TRS), which is subject to federal and state income taxes. For each of the three months ended June 30, 2013 and 2012, the Company incurred approximately $0.02 million in taxes associated with the TRS subsidiary. For each of the six months ended June 30, 2013 and 2012, the Company incurred approximately $0.04 million in taxes associated with the TRS subsidiary.

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CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total USD ($)	Additional Paid-In Capital USD ($)	GGP Equity USD ($)	Accumulated Deficit USD ($)	Accumulated Other Comprehensive Loss USD ($)	Non-controlling Interest USD ($)	Common	Common Common Stock USD ($)	Class B	Class B Common Stock USD ($)	Restricted Stock [Member]
Balance at Dec. 31, 2011	$ 426,328	$ 0	$ 426,328	$ 0	$ 0	$ 0		$ 0		$ 0
Balance (in shares) at Dec. 31, 2011								0		0
Increase (Decrease) in Shareholders' Equity
Net income (loss)	(42,017)		(12,279)	(29,738)
Comprehensive loss	(65)				(65)
Distributions to GGP prior to spin-off	(8,394)		(8,394)
Contributions from noncontrolling interest	111					111
Issuance of 35,547,049 shares of common stock and 359,056 shares of Class B common stock related to the spin-off and transfer of GGP equity on the spin-off date (shares)							35,547,049	35,547,049	359,056	359,056
Issuance of 35,547,049 shares of common stock and 359,056 shares of Class B common stock related to the spin-off and transfer of GGP equity on the spin-off date	0	405,295	(405,655)					356		4
Issuance of 13,333,333 shares of common stock related to the rights offering (shares)							13,333,333	13,333,333
Issuance of 13,333,333 shares of common stock related to the rights offering	200,000	199,867						133
Offering costs	(8,392)	(8,392)
Dividends	(3,471)	(3,471)
Issuance and amortization of stock compensation (in shares)								344,751
Issuance and amortization of stock compensation	1,019	1,015						4
Balance at Jun. 30, 2012	565,119	594,314	0	(29,738)	(65)	111		493		4
Balance (in shares) at Jun. 30, 2012								49,225,133		359,056
Balance at Dec. 31, 2012	532,896	588,668	0	(56,380)	0	111		493		4
Balance (in shares) at Dec. 31, 2012							49,246,087	49,235,528	359,056	359,056
Increase (Decrease) in Shareholders' Equity
Net income (loss)	(25,371)			(25,371)
Offering costs	(324)	(324)
Conversion of Class B share to common shares (shares)								359,056		(359,056)
Conversion of Class B share to common shares	0							4		(4)
Dividends	(12,913)	(12,913)
Issuance and amortization of stock compensation (in shares)								36,573
Issuance and amortization of stock compensation	1,497	1,497
Forfeited restricted shares to Treasury	(4,160)										(4,160)
Sale of treasury stock (in shares)								10,559
Sale of treasury stock	187	187
Balance at Jun. 30, 2013	$ 495,972	$ 577,115	$ 0	$ (81,751)	$ 0	$ 111		$ 497		$ 0
Balance (in shares) at Jun. 30, 2013							49,641,716	49,637,556	0	0

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Investment in real estate:
Land	$ 305,641	$ 339,988
Buildings and equipment	1,283,552	1,312,767
Less accumulated depreciation	(137,002)	(116,336)
Net investment in real estate	1,452,191	1,536,419
Cash and cash equivalents	17,663	8,092
Restricted cash	50,248	44,559
Demand deposit from affiliate	45,039	150,163
Accounts receivable, net	27,312	25,976
Deferred expenses, net	39,054	40,406
Prepaid expenses and other assets, net	78,764	99,458
Total assets	1,710,271	1,905,073
Liabilities:
Mortgages, notes and loans payable	1,133,695	1,283,491
Accounts payable and accrued expenses, net	80,604	88,686
Total liabilities	1,214,299	1,372,177
Commitments and contingencies	0	0
Equity:
Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at June 30, 2013 and December 31, 2012	0	0
Additional paid-in capital	577,115	588,668
Accumulated deficit	(81,751)	(56,380)
Total stockholders' equity	495,861	532,785
Non-controlling interest	111	111
Total equity	495,972	532,896
Total liabilities and equity	1,710,271	1,905,073
Common stock
Equity:
Common stock	497	493
Class B common stock
Equity:
Common stock	$ 0	$ 4

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on extinguishment of debt	$ 13,995,000	$ 0	$ 13,995,000	$ 0
Provision for impairment	0	0	21,661,000	0
Straight-line rent amortization	879,000	1,613,000	1,823,000	3,015,000
Lease termination income	218,000	70,000	253,000	217,000
Net amortization of above and below-market tenant leases	(4,114,000)	(6,105,000)	(8,413,000)	(11,799,000)
Amortization of lease inducement	(250,000)	0	(500,000)	0
Percentage rents in lieu of minimum rent	1,381,000	2,032,000	3,486,000	3,936,000
Straight-line rent receivables, net	10,980,000		10,980,000		9,694,000
Allowance for doubtful accounts	3,000,000		3,000,000		2,500,000
The Boulevard Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on extinguishment of debt	$ 13,995,000	$ 0	$ 13,995,000	$ 0

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MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Summary of Mortgages, notes and loans payable

Mortgages, notes and loans payable are summarized as follows:

	June 30, 2013		December 31, 2012
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	879,249	$	995,545
Variable-rate debt:
Collateralized mortgages, notes and loans payable	254,446		287,946
Total mortgages, notes and loans payable (1)	$	1,133,695	$	1,283,491

Explanatory Note:

⁽¹⁾ Net of $13.6 million and $33.8 million of non-cash debt market rate adjustments as of June 30, 2013 and December 31, 2012, respectively.

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STOCK BASED COMPENSATION PLANS (Details 3) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
STOCK BASED COMPENSATION PLANS
Forfeited restricted shares to Treasury			4,160
Assumptions used in estimating values of options granted
Unrecognized compensation cost (in dollars)	$ 9.5		$ 9.5
Compensation expense expected to be recognized in 2013	1.5		1.5
Compensation expense expected to be recognized in 2014	3.1		3.1
Compensation expense expected to be recognized in 2015	2.5		2.5
Compensation expense expected to be recognized in 2016	1.7		1.7
Compensation expense expected to be recognized in 2017	0.6		0.6
Compensation expense expected to be recognized in 2018	0.1		0.1
Restricted Stock [Member]
STOCK BASED COMPENSATION PLANS
Forfeited restricted shares to Treasury			4,160
Shares
Nonvested restricted stock grants outstanding as of beginning of period (in shares)			263,669	0
Granted (in shares)			36,573	344,751
Forfeited (in shares)			(4,160)	0
Cancelled (in shares)			0	0
Vested (in shares)			(7,674)	(5,096)
Nonvested restricted stock grants outstanding as of end of period (in shares)	288,408	339,655	288,408	339,655
Weighted average grant date fair value
Nonvested restricted stock grants outstanding as of beginning of period (in dollars per share)			$ 14.69	$ 0
Granted (in dollars per share)			$ 16.48	$ 14.69
Forfeited (in dollars per share)			$ 14.72	$ 0
Cancelled (in dollars per share)			$ 0	$ 0
Vested (in dollars per share)			$ 15.56	$ 14.72
Nonvested restricted stock grants outstanding as of end of period (in dollars per share)	$ 14.87	$ 14.69	$ 14.87	$ 14.69
Additional disclosures
Weighted average remaining contractual term			1 year 6 months 0 days
Recognition of share-based compensation expense	0.4	0.2	0.8	0.6
Restricted Stock [Member] | Minimum
STOCK BASED COMPENSATION PLANS
Vesting period			3 years
Restricted Stock [Member] | Maximum
STOCK BASED COMPENSATION PLANS
Vesting period			4 years
Stock options
STOCK BASED COMPENSATION PLANS
Vesting period			5 years
Additional disclosures
Recognition of share-based compensation expense	$ 0.4	$ 0.1	$ 0.7	$ 0.4
Assumptions used in estimating values of options granted
Risk-free interest rate (as a percent)			1.10%
Dividend yield (as a percent)			4.25%
Expected volatility (as a percent)			26.00%
Expected life			6 years 6 months
Stock options | Minimum
Assumptions used in estimating values of options granted
Term of US treasury note used to determine estimated risk-free interest rate			5 years
Stock options | Maximum
Assumptions used in estimating values of options granted
Term of US treasury note used to determine estimated risk-free interest rate			10 years

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DISPOSITIONS, DISCONTINUED OPERATIONS AND GAIN (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss from discontinued operations	$ (513,000)	$ (1,244,000)	$ (23,158,000)	$ (2,670,000)
Gain on extinguishment of debt	13,995,000	0	13,995,000	0
Discontinued operations, net	13,482,000	(1,244,000)	(9,163,000)	(2,670,000)
The Boulevard Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenues	2,425,000	2,527,000	4,812,000	5,168,000
Operating expenses including depreciation and amortization	1,402,000	2,080,000	3,082,000	4,470,000
Provision for impairment	0	0	21,661,000	0
Total expenses	1,402,000	2,080,000	24,743,000	4,470,000
Operating income (loss)	1,023,000	447,000	(19,931,000)	698,000
Interest expense	(1,536,000)	(1,691,000)	(3,227,000)	(3,368,000)
Net loss from discontinued operations	(513,000)	(1,244,000)	(23,158,000)	(2,670,000)
Gain on extinguishment of debt	13,995,000	0	13,995,000	0
Discontinued operations, net	$ 13,482,000	$ (1,244,000)	$ (9,163,000)	$ (2,670,000)
Net income (loss) from discontinued operations per share- Basic and Diluted (in usd per share)	$ 0.27	$ (0.03)	$ (0.19)	$ (0.06)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 9) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Asset Retirement Obligations
Preliminary estimate of the cost of the environmental remediation liability	$ 4,630	$ 4,503

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PREPAID EXPENSES AND OTHER ASSETS, NET (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Prepaid expenses and other assets
Deposits	$ 1,728	$ 796
Prepaid expenses	3,746	3,563
Other	712	3,786
Total prepaid expenses and other assets, net	78,764	99,458
Tenant leases | Above-market tenant leases, net
Prepaid expenses and other assets
Net carrying amount	70,733	89,407
Ground leases | Below-market tenant leases, net
Prepaid expenses and other assets
Net carrying amount	$ 1,845	$ 1,906

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DISPOSITIONS, DISCONTINUED OPERATIONS AND GAIN (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES

DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES

The Company's disposition and gain on extinguishment of debt, for the periods presented, are included in discontinued operations in our Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) and are summarized in the table set forth below.

During the three and six months ended June 30, 2013, the Company conveyed its interest in the Boulevard Mall to the lender of the loan related to the property. The property had been transferred to special servicing in January 2013 and was conveyed to the lender in June 2013 in full satisfaction of the debt. This resulted in a gain on extinguishment of debt of $14.0 million for the three and six months ended June 30, 2013. Additionally, the conveyance of the property was structured as a reverse like-kind exchange transaction under Internal Revenue Code of 1986 (IRC) Section 1031 for income tax purposes.

	For the three months ended June 30,						For the six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Total revenues	$	2,425		$	2,527		$	4,812		$	5,168
Operating expenses including depreciation and amortization	1,402			2,080			3,082			4,470
Provision for impairment	—			—			21,661			—
Total expenses	1,402			2,080			24,743			4,470
Operating income (loss)	1,023			447			(19,931		)	698
Interest expense	(1,536		)	(1,691		)	(3,227		)	(3,368		)
Net loss from discontinued operations	(513		)	(1,244		)	(23,158		)	(2,670		)
Gain on extinguishment of debt	13,995			—			13,995			—
Net income (loss) from discontinued operations	$	13,482		$	(1,244	)	$	(9,163	)	$	(2,670	)
Net income (loss) from discontinued operations per share- Basic and Diluted	$	0.27		$	(0.03	)	$	(0.19	)	$	(0.06	)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Stock Options [Member]
Loss per share
Antidilutive securities excluded from computation of diluted earnings per share	2,594,165	1,652,486	2,594,165	1,652,486
Restricted Stock [Member]
Loss per share
Antidilutive securities excluded from computation of diluted earnings per share	288,408	339,655	288,408	331,991

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STOCK BASED COMPENSATION PLANS (Details) (USD $)	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Common stock reserved for issuance (in shares)	4,887,997
Maximum number of shares that can be granted to participant	2,500,000
Stock options
Stock Based Compensation Plans
Vesting period	5 years
Shares
Stock options outstanding at January 1 (in shares)	1,945,643		0
Granted (in shares)	695,900		1,652,486
Exercised (in shares)	0		0
Forfeited (in shares)	(47,378)		0
Expired (in shares)	0		0
Stock options outstanding at June 30 (in shares)	2,594,165	[1]	1,652,486
Weighted Average Exercise Price
Stock options outstanding at the beginning of the year (in dollars per share)	$ 14.64		$ 0
Granted (in dollars per share)	$ 16.48		$ 14.70
Exercised (in dollars per share)	$ 0		$ 0
Forfeited (in dollars per share)	$ 14.41		$ 0.00
Expired (in dollars per share)	$ 0		$ 0
Stock options outstanding at the end of the year (in dollars per share)	$ 15.14	[1]	$ 14.70

[1] During the three and six months ended June 30, 2013, 4,380 and 319,477, respectively, of stock options became fully vested. The intrinsic value of these options that vested during the three and six months ended June 30, 2013 was $0.03 million and $1.6 million, respectively.

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STOCK BASED COMPENSATION PLANS

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK BASED COMPENSATION PLANS

STOCK BASED COMPENSATION PLANS

Incentive Stock Plans

In January 2012, the Company adopted the Rouse Properties, Inc. 2012 Equity Incentive Plan (the “Equity Plan”).  The number of shares of common stock reserved for issuance under the Equity Plan is 4,887,997. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the “Awards”). Directors, officers, other employees and consultants of Rouse and its subsidiaries and affiliates are eligible for Awards.  No participant may be granted more than 2,500,000 shares.  The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.

Stock Options

Pursuant to the Equity Plan, the Company granted stock options to certain employees of the Company.  The vesting terms of these grants are specific to the individual grant.  In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions).  In the event that a participating employee ceases to be employed by the Company, any options that have not vested will generally be forfeited. Stock options generally vest annually over a five year period.

The following tables summarize stock option activity for the Equity Plan for the six months ended June 30, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Stock options outstanding at January 1	1,945,643		$	14.64	—	$	—
Granted	695,900		16.48		1,652,486	14.70
Exercised	—		—		—	—
Forfeited	(47,378	)	14.41		—	—
Expired	—		—		—	—
Stock options outstanding at June 30,	2,594,165		$	15.14	1,652,486	$	14.70

	Stock Options Outstanding (1)
Issuance	Shares	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price
March 2012	1,542,708	8.75	$	14.72
May 2012	21,900	8.92	13.71
August 2012	36,400	9.17	13.75
October 2012	297,257	9.33	14.47
February 2013	695,900	9.67	16.48
Stock options outstanding at June 30, 2013	2,594,165	9.07	$	15.14

Explanatory Note:

⁽¹⁾During the three and six months ended June 30, 2013, 4,380 and 319,477, respectively, of stock options became fully vested. The intrinsic value of these options that vested during the three and six months ended June 30, 2013 was $0.03 million and $1.6 million, respectively.

The Company recognized $0.4 million and $0.1 million in compensation expense related to the stock options for the three months ended June 30, 2013 and 2012, respectively. The Company recognized $0.7 million and $0.4 million in compensation expense related to the stock options for the six months ended June 30, 2013 and 2012, respectively.

Restricted Stock

Pursuant to the Equity Plan, the Company granted restricted stock to certain employees and non-employee directors.  The vesting terms of these grants are specific to the individual grant, and are generally three to four year periods. In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions).  In the event that a participating employee ceases to be employed by the Company, any shares that have not vested will generally be forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest.

The following table summarizes restricted stock activity for the six months ended June 30, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding at January 1	263,669		$	14.69	—		$	—
Granted	36,573		16.48		344,751		14.69
Forfeited	(4,160	)	14.72		—		—
Cancelled	—		—		—		—
Vested	(7,674	)	15.56		(5,096	)	14.72
Nonvested restricted stock grants outstanding at June 30	288,408		$	14.87	339,655		$	14.69

The 4,160 shares of restricted stock that were forfeited during the six months ended June 30, 2013 will be held in treasury for future restricted stock or option issuances.

The weighted average remaining contractual term (in years) of granted, nonvested awards as of June 30, 2013 was 1.5 years.

The Company recognized $0.4 million and $0.2 million in compensation expense related to the restricted stock for the three months ended June 30, 2013 and 2012, respectively. The Company recognized $0.8 million and $0.6 million in compensation expense related to the restricted stock for the six months ended June 30, 2013 and 2012, respectively.

Other Disclosures

The estimated values of options granted in the table above are based on the Black-Scholes pricing model using the assumptions in the table below.  The estimate of the risk-free interest rate is based on the average of a 5- and 10-year U.S. Treasury note on the date the options were granted.  The estimate of the dividend yield and expected volatility is based on a review of publicly-traded peer companies.  The expected life is computed using the simplified method as the Company does not have historical share option data. The fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model with the following 2013 weighted-average assumptions:

Risk-free interest rate	1.10	%
Dividend yield	4.25	%
Expected volatility	26.00	%
Expected life (in years)	6.5

As of June 30, 2013, total compensation expense which had not yet been recognized related to nonvested options and restricted stock grants was $9.5 million. Of this total, $1.5 million is expected to be recognized in 2013, $3.1 million in 2014, $2.5 million in 2015, $1.7 million in 2016, $0.6 million in 2017, and $0.1 million in 2018.  These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, and actual forfeiture rates differing from estimated forfeiture rates.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET

6 Months Ended

Jun. 30, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET

ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET

The following table summarizes the significant components of accounts payable and accrued expenses, net:

	June 30, 2013		December 31, 2012
	(In thousands)
Below-market tenant leases, net (Note 2)	$	28,722	$	35,068
Accounts payable and accrued expenses	10,719		12,696
Accrued interest	3,805		3,546
Accrued real estate taxes	9,527		9,894
Accrued dividend	6,453		3,479
Deferred income	2,435		3,201
Accrued payroll and other employee liabilities	3,046		1,230
Construction payable	9,458		9,979
Tenant and other deposits	1,460		1,629
Asset retirement obligation liability	4,630		4,503
Other	349		3,461
Total accounts payable and accrued expenses, net	$	80,604	$	88,686

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CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash Flows from Operating Activities:
Net income (loss)	$ (25,371,000)	$ (42,017,000)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for doubtful accounts	500,000	714,000
Depreciation	29,733,000	31,747,000
Amortization	2,700,000	3,300,000
Amortization/write-off of deferred finance costs	5,081,000	5,468,000
Amortization/write-off of debt market rate adjustments	4,679,000	14,342,000
Amortization of above/below market leases and tenant inducements	9,151,000	13,009,000
Straight-line rent amortization	(1,866,000)	(3,156,000)
Provision for impairment	21,661,000	0
Gain on extinguishment of debt	(14,324,000)	0
Stock based compensation	1,497,000	1,019,000
Net changes:
Accounts receivable	(730,000)	(211,000)
Prepaid expenses and other assets	2,322,000	(60,000)
Deferred expenses	(5,280,000)	(3,390,000)
Restricted cash	(323,000)	(2,256,000)
Accounts payable and accrued expenses	(2,441,000)	5,692,000
Net cash provided by operating activities	26,989,000	24,201,000
Cash Flows from Investing Activities:
Acquisition/development of real estate and property additions/improvements	(25,800,000)	(20,113,000)
Demand deposit from affiliate	105,000,000	(29,989,000)
Deposit for acquisition	(1,000,000)	0
Restricted cash	(9,279,000)	(18,749,000)
Net cash provided by (used in) investing activities	68,921,000	(68,851,000)
Cash Flows from Financing Activities:
Proceeds received from rights offering	0	200,000,000
Payments for offering costs	(324,000)	(8,062,000)
Sale of treasury stock	187,000	0
Contributions from noncontrolling interests	0	111,000
Change in GGP investment, net	0	(8,394,000)
Proceeds from refinance/issuance of mortgages, notes and loans payable	204,500,000	560,750,000
Borrowing under revolving line of credit	0	10,000,000
Principal payments on mortgages, notes and loans payable	(277,947,000)	(510,795,000)
Repayment under revolving credit line	0	(10,000,000)
Dividends paid	(9,930,000)	0
Deferred financing costs	(2,825,000)	(25,865,000)
Net cash provided by (used in) financing activities	(86,339,000)	207,745,000
Net change in cash and cash equivalents	9,571,000	163,095,000
Cash and cash equivalents at beginning of period	8,092,000	204,000
Cash and cash equivalents at end of period	17,663,000	163,299,000
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest	31,523,000	34,748,000
Non-Cash Transactions:
Change in accrued capital expenditures included in accounts payable and accrued expenses	(126,000)	96,000
Dividends declared, not yet paid	6,453,000	3,471,000
Assumption of mortgage related to the acquisition of a property	$ 0	$ 62,000,000

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SUBSEQUENT EVENTS (Details) (USD $)	0 Months Ended		3 Months Ended		6 Months Ended		0 Months Ended
	May 02, 2013	Feb. 28, 2013	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Aug. 01, 2013 Subsequent Event [Member]	Jul. 24, 2013 Subsequent Event [Member] GreenvilleMall [Member] sqft person sqmi
SUBSEQUENT EVENTS
Business Acquisition Cost of Acquired Entity								$ 50,300,000
Business Acquisition, Purchase Price Allocation, Noncurrent Liabilities, Long-term Debt								41,700,000
Business Combination Discount Rate on Debt Assumed								0.00%
Business Acquisition Leaseable Square Footage Acquired								460,000
Sales for inline shops per square foot								$ 375
Distance from other mall								40
Number of people								400,000
Common stock dividend declared (in dollars per share)	$ 0.13	$ 0.13	$ 0.13	$ 0.07	$ 0.26	$ 0.07	$ 0.13

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 7) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Deferred lease costs
Gross Asset	$ 35,567	$ 31,397
Accumulated Amortization	(11,355)	(9,162)
Net Carrying Amount	24,212	22,235
Deferred finance costs
Gross Asset	24,095	25,068
Accumulated Amortization	(9,253)	(6,897)
Net Carrying Amount	14,842	18,171
Total
Gross Asset	59,662	56,465
Accumulated Amortization	(20,608)	(16,059)
Net Carrying Amount	$ 39,054	$ 40,406

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On July 24, 2013, the Company acquired the Greenville Mall, located in Greenville, NC, for a total purchase price of approximately $50.3 million. As part of the acquisition, the Company assumed a $41.7 million, 5.29% fixed rate mortgage due in December 2015. The Greenville Mall totals approximately 460,000 square feet, and is anchored by Belk Ladies, Belk Men & Home, jcpenney and Dunham's Sports (opening late 2013) and generates inline shop sales of approximately $375 per square foot. As the only enclosed regional mall within a 40 mile radius, it serves a multi-county trade area of over 400,000 people and features leading national retailers such as Victoria's Secret, Buckle, American Eagle, Aeropostale, Bath and Body Works and Footlocker.

On August 1, 2013, the Company's Board of Directors declared a third quarter common stock dividend of $0.13 per share which will be paid on October 31, 2013 to stockholders of record on October 15, 2013.

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COMMON STOCK

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

COMMON STOCK

COMMON STOCK

On January 12, 2012, GGP distributed the assets and liabilities of RPI Businesses to Rouse. Pursuant to the spin-off, the Company received certain of the assets and liabilities of GGP. Upon this spin-off the Company issued 35,547,049 shares of our common stock to the existing GGP shareholders. In connection therewith $405.3 million of GGP’s equity was converted to paid-in capital. The GGP shareholders received approximately 0.0375 shares of Rouse common stock for every share of GGP common stock owned as of the record date of December 31, 2011. The Company also issued 359,056 shares of our Class B common stock, par value $0.01 per share, to GGP LP.  The Class B common stock has the same rights as the Rouse common stock, except the holders of Class B common stock do not have any voting rights. On February 6, 2013, the 359,056 shares of our Class B common stock were converted into 359,056 shares of our common stock, at the request of the stockholder.

On March 26, 2012, the Company completed a rights offering and backstop purchase. Under the terms of the rights offering and backstop purchase, the Company issued 13,333,333 shares of our common stock at a subscription price of $15.00 per share. Net proceeds of the rights offering and backstop purchase approximated $191.6 million.

Brookfield Asset Management, Inc. and its affiliates and co-investors (collectively, “Brookfield”) own approximately 54.38% of the Company as of June 30, 2013.

On March 26, 2013, the Company sold 10,559 shares of the Company's common stock that were held as treasury stock at a stock price of $17.91 per share.

Dividends

On February 28, 2013, the Company's Board of Directors declared a first quarter common stock dividend of $0.13 per share which was paid on April 29, 2013 to stockholders of record on April 15, 2013.

On May 2, 2013, the Company's Board of Directors declared a second quarter common stock dividend of $0.13 per share which was paid on July 31, 2013 to stockholders of record on July 15, 2013.

On August 1, 2013, the Company's Board of Directors declared a third quarter common stock dividend of $0.13 per share which will be paid on October 31, 2013 to stockholders of record on October 15, 2013.

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PREPAID EXPENSES AND OTHER ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2013

Prepaid Expense and Other Assets [Abstract]

Summary of the significant components of prepaid expenses and other assets, net

The following table summarizes the significant components of prepaid expenses and other assets, net:

	June 30, 2013		December 31, 2012
	(In thousands)
Above-market tenant leases, net (Note 2)	$	70,733	$	89,407
Deposits	1,728		796
Below-market ground leases, net (Note 2)	1,845		1,906
Prepaid expenses	3,746		3,563
Other	712		3,786
Total prepaid expenses and other assets, net	$	78,764	$	99,458

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Principles of Combination and Consolidation and Basis of Presentation

Principles of Combination and Consolidation and Basis of Presentation

The accompanying consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The consolidated balance sheets as of June 30, 2013 and December 31, 2012 include the accounts of Rouse, as well as all subsidiaries of Rouse.  The accompanying consolidated and combined statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2013 and 2012 include the consolidated accounts of Rouse and for the six months ended June 30, 2012 include the consolidated accounts of Rouse and the combined accounts of RPI Businesses. The accompanying financial statements for the periods prior to the Spin-Off Date are prepared on a carve out basis from the consolidated financial statements of GGP using the historical results of operations and bases of the assets and liabilities of the transferred businesses and including allocations from GGP. Accordingly, the results presented for the six months ended June 30, 2012 reflect the aggregate operations and changes in cash flows and equity on a carved-out basis for the period from January 1, 2012 through January 12, 2012 and on a consolidated basis from January 13, 2012 through June 30, 2012.  All intercompany transactions have been eliminated in consolidation and combination as of and for the three and six months ended June 30, 2013 and 2012 except end-of-period intercompany balances on the Spin-Off Date between GGP and RPI Businesses which have been considered elements of RPI Businesses' equity. 

The Company operates in a single reportable segment referred to as its retail segment, which includes the operation, development and management of regional malls. Each of the Company's operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. All operations are within the United States, no customer or tenant comprises more than 10% of consolidated and combined revenues, and the properties have similar economic characteristics. As a result, the Company’s operating properties are aggregated into a single reportable segment.

Properties

Properties

Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. After acquisition accounting is applied, the real estate assets are carried at the cost basis less accumulated depreciation. Real estate taxes and interest costs incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes and interest costs are amortized over lives which are consistent with the developed assets.

Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed.

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, it capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

Impairment

Impairment

Operating properties and intangible assets

Accounting for the impairment or disposal of long-lived assets require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value. The Company reviews all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net of operating income and occupancy percentages. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to the Company’s plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all demand deposits with a maturity of three months or less, at the date of purchase, to be cash equivalents.

Restricted Cash

Restricted Cash

Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, capital renovations and capital improvements. 

Revenue Recognition and Related Matters

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates as well as the amortization related to above and below-market tenant leases on acquired properties. Minimum rent revenues also includes amortization of lease inducements and percentage rents in lieu of minimum rent from those leases where we receive a percentage of tenant revenues. The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the three and six months ended June 30, 2013 and 2012:

	For the three months ended June 30,						For the six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Straight-line rent amortization	$	879		$	1,613		$	1,823		$	3,015
Lease termination income	218			70			253			217
Net amortization of above and below-market tenant leases	(4,114		)	(6,105		)	(8,413		)	(11,799		)
Amortization of lease inducement	(250		)	—			(500		)	—
Percentage rents in lieu of minimum rent	1,381			2,032			3,486			3,936

Straight-line rent receivables represent the current net cumulative rents recognized prior to when billed and collectible, as provided by the terms of the leases. The following is a summary of straight-line rent receivables, which are included in accounts receivable, net, in our Consolidated Balance Sheets and are reduced for allowances for doubtful accounts:

	June 30, 2013		December 31, 2012
	(In thousands)
Straight-line rent receivables, net	$	10,980	$	9,694

The Company provides an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The Company also evaluates the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long term nature of our leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. The Company's experience relative to unbilled straight-line rent receivables is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations. For that portion of the recognized deferred rent that is not deemed to be probable of collection, an allowance for doubtful accounts has been provided. Accounts receivable are shown net of an allowance for doubtful accounts of $3.0 million and $2.5 million as of June 30, 2013 and December 31, 2012, respectively.

Overage rent is paid by a tenant when its sales exceed an agreed-upon minimum amount. Overage rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds. Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other shopping center operating expenses and are generally recognized as revenues in the period the related costs are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement. Other revenues generally consist of amounts earned by the Company for vending, advertising, and marketing revenues earned at our malls and is recognized on an accrual basis over the related service period.

Income (Loss) Per Share

Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share reflects potential dilution of securities by adding other potential shares of common stock, including stock options and nonvested restricted stock, to the weighted-average number of shares of common stock outstanding for a period, if dilutive

Fair Value of Financial Instruments

Fair Value

The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 — unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value.  Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities.  Accordingly, the Company's fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon the sale or disposition of these assets.

The Company's financial instruments are short term in nature and as such their fair values approximate their carrying amount in our consolidated and combined financial statements except for debt. As of June 30, 2013 and December 31, 2012, management’s required estimates of fair value are presented below. The Company estimated the fair value of the debt using a future discounted cash flow analysis based on the use and weighting of multiple market inputs being considered. Based on the frequency and availability of market data, the inputs used to measure the estimated fair value of debt are Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. 

Deferred Expenses

Deferred Expenses

Deferred expenses are comprised of deferred lease costs incurred in connection with obtaining new tenants or renewals of lease agreements with current tenants, which are amortized on a straight-line basis over the terms of the related leases, and deferred financing costs which are amortized on a straight-line basis (which approximates the effective interest method) over the lives of the related mortgages, notes, and loans payable.

Intangible Assets and Liabilities

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment on the Company's Consolidated Balance Sheets. Acquired in-place tenant leases are amortized over periods that approximate the related lease terms. The above-market tenant and below-market ground leases are included in prepaid expenses and other assets, and below-market tenant leases are included in accounts payable and accrued expenses as detailed in Notes 3 and 5, respectively. Above and below-market lease values are amortized to revenue over the non-cancelable terms of the respective leases (averaging approximately five years for tenant leases and approximately 35 years for ground leases).

Asset Retirement Obligations

Asset Retirement Obligations

The Company evaluated any potential asset retirement obligations, including those related to disposal of asbestos containing materials and environmental remediation liabilities. The Company recognizes the fair value of such obligations in the period incurred if a reasonable estimate of fair value can be determined.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets and fair value of debt. Actual results could differ from these and other estimates.

Reclassifications

Reclassification

Certain prior period amounts included on the Company's Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) and related notes that are associated with the property that the Company disposed of, have been reclassified to discontinued operations for all periods presented.

XML

DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Jun. 30, 2013	Aug. 01, 2013
Document and Entity Information
Entity Registrant Name	Rouse Properties, Inc.
Entity Central Index Key	0001528558
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding (shares)		49,637,556

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Schedule of estimated useful lives

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

Summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent

The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the three and six months ended June 30, 2013 and 2012:

	For the three months ended June 30,						For the six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Straight-line rent amortization	$	879		$	1,613		$	1,823		$	3,015
Lease termination income	218			70			253			217
Net amortization of above and below-market tenant leases	(4,114		)	(6,105		)	(8,413		)	(11,799		)
Amortization of lease inducement	(250		)	—			(500		)	—
Percentage rents in lieu of minimum rent	1,381			2,032			3,486			3,936

Schedule of straight-line rent receivables

The following is a summary of straight-line rent receivables, which are included in accounts receivable, net, in our Consolidated Balance Sheets and are reduced for allowances for doubtful accounts:

	June 30, 2013		December 31, 2012
	(In thousands)
Straight-line rent receivables, net	$	10,980	$	9,694

Schedule of weighted-average shares outstanding

The Company had the following weighted-average shares outstanding:

	For the three months ended June 30,		For the six months ended June 30,
	2013	2012	2013	2012
Weighted average shares - basic and diluted	49,342,013	49,242,014	49,337,110	43,013,900

Schedule of fair value of financial instruments

The primary sensitivity in these calculations is based on the selection of appropriate discount rates. 

	June 30, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	879,249	$	881,257	$	995,545	$	1,040,964
Variable-rate debt	254,446		257,714		287,946		287,946
Total mortgages, notes and loans payable	$	1,133,695	$	1,138,971	$	1,283,491	$	1,328,910

Summary of deferred lease and financing costs

The following table summarizes our deferred lease and financing costs:

	Gross Asset		Accumulated Amortization			Net Carrying Amount
	(In thousands)
June 30, 2013
Deferred lease costs	$	35,567	$	(11,355	)	$	24,212
Deferred financing costs	24,095		(9,253		)	14,842
Total	$	59,662	$	(20,608	)	$	39,054
December 31, 2012
Deferred lease costs	$	31,397	$	(9,162	)	$	22,235
Deferred financing costs	25,068		(6,897		)	18,171
Total	$	56,465	$	(16,059	)	$	40,406

Schedule of intangible assets and liabilities

The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting:

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
	(In thousands)
June 30, 2013
Tenant leases:
In-place value	$	93,069		$	(45,461	)	$	47,608
Above-market	139,380			(68,647		)	70,733
Below-market	(49,770		)	21,048			(28,722		)
Ground leases:
Below-market	2,173			(328		)	1,845
December 31, 2012
Tenant leases:
In-place value	$	97,887		$	(39,681	)	$	58,206
Above-market	151,936			(62,529		)	89,407
Below-market	(53,558		)	18,490			(35,068		)
Ground leases:
Below-market	2,173			(267		)	1,906