Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

February 29, 2016

Date of Report (Date of earliest event reported)

Rouse Properties, Inc.

(Exact name of registrant as specified in its charter)



Delaware	1-35278	90-0750824
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)



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

(212) 608-5108

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 29, 2016, Rouse Properties, Inc. (the “Company”) issued a press release announcing the financial results of the Company for the quarter ended December 31, 2015. A copy of the press release is being furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On February 29, 2016, the Company made available on its website the press release described in Item 2.02 above as well as certain supplemental financial information regarding its operations for the quarter ended December 31, 2015. A copy of such supplemental financial information is being furnished as Exhibit 99.2 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.			Description
99.1			Press Release titled “Rouse Properties Reports Fourth Quarter and Full Year 2015 Results,” dated February 29, 2016 (furnished herewith).
99.2			Certain Supplemental Information for the Quarter Ended December 31, 2015 (furnished herewith).

SIGNATURES

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 hereunto duly authorized.



		ROUSE PROPERTIES, INC.


	By:	/s/ John Wain
		John Wain
		Chief Financial Officer

Date: February 29, 2016

EXHIBIT INDEX



Exhibit No.			Description
99.1			Press Release titled “Rouse Properties Reports Fourth Quarter and Full Year 2015 Results,” dated February 29, 2016 (furnished herewith).
99.2			Certain Supplemental Information for the Quarter Ended December 31, 2015 (furnished herewith).

Rouse Properties Reports Fourth Quarter and Full Year 2015 Results

New York, NY, February 29, 2016 - Rouse Properties, Inc. (the "Company" or "Rouse") (NYSE: RSE), today announced consolidated results for the three months and twelve months ended December 31, 2015.

The Company previously announced that it has entered into a definitive agreement to be acquired by an affiliate of Brookfield Asset Management Inc. (NYSE: BAM, TSX: BAM.A, Euronext: BAMA) (“Brookfield”) for $18.25 per share in an all-cash transaction, a portion of which may be paid out as a special dividend. Under the terms of the agreement, Brookfield will acquire all of the outstanding shares of Rouse’s common stock, other than those shares currently held by Brookfield Property Partners L.P. (NYSE: BPY, TSX: BPY.UN) and its affiliates, in a transaction valued at approximately $2.8 billion, including Rouse’s indebtedness. The agreement prohibits the payment of any further dividends by Rouse, other than as part of the $18.25 per share consideration payable in the transaction. The purchase price represents a premium of approximately 35% over Rouse’s closing stock price on January 15, 2016, the last trading day prior to Brookfield’s announcement of a proposal to acquire Rouse. The Special Committee of the Board of Directors of Rouse unanimously approved the agreement. Completion of the transaction is expected to occur by the third quarter of 2016, and is contingent upon customary closing conditions, including the approval of the holders of a majority of the outstanding shares of Rouse’s common stock not currently held by Brookfield Property Partners and its affiliates. The transaction is not subject to a financing contingency.

Operational and Financial Highlights for Fourth Quarter and Full Year 2015


•	Total initial rental rates for new and renewal leases on a same suite basis rose 14.9% for the quarter ended December 31, 2015 and 12.3% for the full year.


•	For the Operating Portfolio⁽¹⁾, tenant sales were $350 per square foot on a trailing twelve month basis. On a comparable basis, trailing twelve month Operating Portfolio tenant sales increased 7.4%.


•	For the Operating Portfolio, inline leased percentage decreased 30 basis points YoY to 92.0%, and decreased 40 basis points sequentially.


•	For the Operating Portfolio, inline occupancy decreased 10 basis points YoY to 90.4%, and increased 170 basis points sequentially.


•	Same Property Core NOI increased by 4.0% in the fourth quarter compared to the same period in the prior year, and grew by 2.6% for the full year.


•	Same Property average mall in-place rent for tenants less than 10,000 square feet increased 5.5%, year over year, to $41.79 from $39.62 per square foot.

(1) Operating Portfolio excludes properties undergoing substantial redevelopment and special consideration assets.

Financial Results for the Three Months Ended December 31, 2015

Core FFO for the three months ended December 31, 2015 was $0.58 per diluted share, as compared to $0.46 per diluted share for the three months ended December 31, 2014. Core FFO increased to $33.5 million from $27.0 million for the three months ended December 31, 2015 compared to the prior year period.

Core NOI for the three months ended December 31, 2015 increased to $56.4 million from $53.3 million for the three months ended December 31, 2014. On a Same Property basis, excluding lease termination income of approximately $1.0 million, Same Property Core NOI, increased to $42.4 million for three months ended December 31, 2015, an increase of 4.0% as compared to the Same Property Core NOI of $40.7 million for the prior year period.

Net loss allocable to common shareholders was $(1.7) million or $(0.03) per basic and diluted share for the three months ended December 31, 2015 compared to a net loss of $(12.6) million, or $(0.22) per basic and diluted share for the prior year period .

Financial Results for the Twelve Months Ended December 31, 2015

Core FFO for the year ended December 31, 2015 was $104.0 million, or $1.79 per diluted share, compared to $94.5 million, or $1.64 per diluted share for the year ended December 31, 2014. Core FFO per share increased 9.1% in 2015 due to an increase in Same Property Core NOI, as well as, an increase from the properties that were acquired during the year.

Core NOI was $197.3 million for the year ended December 31, 2015, compared to $189.5 million for the year ended December 31, 2014. On a Same Property basis, excluding lease termination income of approximately $1.8 million, Same Property Core NOI increased by 2.6% to $151.8 million from $148.0 million for the year ended December 31, 2015 compared to December 31, 2014.

Net income allocable to common shareholders for the year ended December 31, 2015 was $40.7 million or $0.70 per basic and diluted share, compared to a net loss allocable to common shareholders of $(51.8) million, or $(0.90) per basic and diluted share in the prior year period. The change in net income (loss) was primarily due to a gain on extinguishment of debt and a gain on dispositions of $61.4 million, as well as an increase in income from the Same Property portfolio. In addition, a reduction in interest expense and provision for impairment during 2015 also contributed to the change in net income (loss) allocable to common shareholders.

Financings

During the three months ended December 31, 2015, the loan associated with Greenville Mall, located in Greenville, North Carolina was refinanced with a new, non-recourse mortgage loan for $45.5 million. The loan bears interest at a fixed rate of 4.46%, matures in November 2025, and amortizes over 30 years. This loan replaced a $40.2 million non-recourse mortgage loan which had a fixed interest rate of 5.29%.

Also, the loan associated with The Shoppes at Bel Air located in Mobile, Alabama, was refinanced with a new, non-recourse mortgage loan for $120.0 million. The initial funding of $110.5 million was used to retire the outstanding mortgage loan of $109.5 million which had a fixed interest rate of 5.30%. The loan provides for a subsequent funding of $9.5 million upon achieving certain conditions. The loan has an initial maturity of November 2018 and has a one year extension option. The loan bears interest at a floating rate of LIBOR (30 day) plus 235 basis points, and is interest only for the first two years and amortizes $137,500 per month, thereafter. The loan has a term of three years, with two one-year extension options subject to achieving certain conditions. The borrower entered into an interest swap beginning January 2016 which fixes the interest rate at 3.34%, through November 2018.

In addition, The Shoppes at Gateway was removed from the 2013 Senior Facility collateral pool and a new $75.0 million non-recourse mortgage loan was placed on the property. The loan bears interest at a floating rate of LIBOR (30 day) plus 220 basis points, has an initial maturity of January 2020 with a one year extension option, is interest only for the first four years and amortizes over 30 years during the extension period. The Company entered into an interest rate swap on the loan which fixes the interest rate at 3.64% through January 2020.

For the year ended December 31, 2015, the Company completed $531.6 million of financings.

Acquisitions

During the three months ended December 31, 2015, the Company acquired The Shoppes at Carlsbad located in Carlsbad, California, for a total purchase price of approximately $170.0 million, net of closing costs and adjustments. In conjunction with the closing Rouse Properties, L.P., the operating partnership of the Company, issued $140.0 million of Series A Preferred Units to the seller. The Shoppes at Carlsbad was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility balance.

For the year ended December 31, 2015, the Company acquired interests in three retail properties totaling 1.9 million square feet with a gross value of $325.1 million.

Equity

During the three months ended December 31, 2015, the Company repurchased 238,055 shares of its outstanding Common Stock for approximately $3.5 million, at an average cost of $14.73 per share. As of December 31, 2015, the Company had $46.5 million of remaining capacity to repurchase common stock under the stock repurchase program.

Subsequent Events

Subsequent to December 31, 2015, the Company settled the repurchase of 105,000 shares of its outstanding common stock for $1.6 million, at an average cost of $14.87 per share.

Other

In light of the pending acquisition as described above, the Company will not hold an investor webcast and conference call to discuss its fourth quarter and full year 2015 results or provide financial guidance for 2016.

Supplemental Information

The Company released an informational supplemental packet, available at www.rouseproperties.com under the Investors section, with additional detail, including a description of non-GAAP financial measures and reconciliation to GAAP measures.

Forward Looking Statements

Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These forward-looking statements may include statements related to the Company's ability to outperform the ongoing recovery of the Retail and REIT industry and the markets in which the Company's mall properties are located, the Company's ability to generate internal and external growth, the Company's ability to identify and complete the acquisition of properties in new markets, the Company's ability to complete redevelopment projects and the Company's ability to increase margins, including Net Operating Income. For a description of factors that may cause the Company's actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 and other documents filed by the Company with the Securities and Exchange Commission.

Non GAAP Financial Measures

The Company makes reference to net operating income (“NOI”) and funds from operations (“FFO”). NOI is defined as operating revenues (minimum rents, including lease termination fees, tenant recoveries, overage rents, and other income) less property and related expenses (property operating expenses, real estate taxes, repairs and maintenance, marketing, and provision for doubtful accounts). We use FFO, as defined by the National Association of Real Estate Investment Trusts, as a supplemental measure of our operating performance. FFO is defined as net income (loss) allocable to common stockholders 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 properties, and real estate related depreciation and amortization.

In order to present operations in a manner most relevant to its future operations, Core FFO and Core NOI have been presented to exclude certain non-cash and non-recurring revenue and expenses. A reconciliation of NOI to Core NOI and FFO to Core FFO has been included in the "Reconciliation of Core NOI and Core FFO" schedule attached to this release.

NOI, FFO and derivations thereof, are not alternatives to GAAP operating income (loss) or net income (loss) allocable to common stockholders. For reference, as an aid in understanding management's computation of NOI and FFO, a reconciliation of NOI to operating income and FFO to net income (loss) in accordance with GAAP has been included in the "Reconciliation of Non-GAAP to GAAP Financial Measures" schedule attached to this release.

About Rouse

Rouse is a publicly traded real estate investment trust headquartered in New York City and founded on a legacy of innovation and creativity. Among the country's largest publicly traded regional mall owners, the Company's geographically diverse portfolio spans the United States from coast to coast, and includes 36 malls and retail centers in 21 states encompassing over 24.9 million square feet of space. For more information, visit www.rouseproperties.com.

Consolidated Statements of Operations and Comprehensive Income (Loss)



	Three Months Ended						Years Ended
(In thousands, except per share amounts)	December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)			December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)
Revenues:
Minimum rents	$	57,733		$	55,747		$	212,072		$	200,354
Tenant recoveries	20,377			19,149			78,287			77,580
Overage rents	4,168			3,806			7,372			6,470
Other	2,583			3,013			7,653			7,723
Total revenues	84,861			81,715			305,384			292,127
Expenses:
Property operating costs	17,268			17,734			68,770			70,269
Real estate taxes	7,026			7,018			27,075			26,571
Property maintenance costs	2,665			3,161			10,223			11,331
Marketing	789			1,603			2,146			3,257
Provision for doubtful accounts	429			569			1,746			1,228
General and administrative	6,132			7,716			25,817			26,329
Provision for impairment	—			5,300			2,900			15,965
Depreciation and amortization	35,221			28,708			107,941			100,302
Other	1,286			2,805			6,491			5,437
Total operating expenses	70,816			74,614			253,109			260,689
Operating income	14,045			7,101			52,275			31,438

Interest income	—			12			18			323
Interest expense	(16,675		)	(19,670		)	(71,420		)	(82,909		)
Gain on extinguishment of debt	(270		)	—			26,558			—
Income (loss) before income taxes, gain on sale of real estate assets, and discontinued operations	(2,900		)	(12,557		)	7,431			(51,148		)
Provision for income taxes	(95		)	(154		)	(604		)	(537		)
Income (loss) from continuing operations before gain on sale of real estate assets	(2,995		)	(12,711		)	6,827			(51,685		)
Gain on sale of real estate assets	2,300			—			34,796			—
Income (loss) from continuing operations	(695		)	$	(12,711	)	$	41,623		$	(51,685	)
Discontinued operations	—			—			—			—
Net income (loss)	(695		)	(12,711		)	41,623			(51,685		)
Net (income) loss attributable to non-controlling interests	(32		)	122			76			(71		)
Net income (loss) attributable to Rouse Properties, Inc.	$	(727	)	$	(12,589	)	$	41,699		$	(51,756	)
Preferred distributions	(953		)	—			(953		)	—
Net income (loss) allocable to common shareholders	$	(1,680	)	$	(12,589	)	$	40,746		$	(51,756	)

Per common share data:
Net income (loss) per share allocable to common shareholders
Basic	$	(0.03	)	$	(0.22	)	$	0.70		$	(0.90	)
Diluted	$	(0.03	)	$	(0.22	)	$	0.70		$	(0.90	)

Dividends declared per share	$	0.18		$	0.17		$	0.72		$	0.68

Other comprehensive income (loss):
Net income (loss)	$	(695	)	$	(12,711	)	$	41,623		$	(51,685	)
Other comprehensive income (loss):
Net unrealized gain (loss) on financial instrument	1,743			(252		)	417			(482		)
Comprehensive income (loss)	$	1,048		$	(12,963	)	$	42,040		$	(52,167	)

Consolidated Balance Sheets



(In thousands)	December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)

Assets:
Investment in real estate:
Land	$	428,157		$	371,363
Buildings and equipment	2,151,443			1,820,072
Less accumulated depreciation	(239,091		)	(189,838		)
Net investment in real estate	2,340,509			2,001,597
Cash and cash equivalents	5,420			14,308
Restricted cash	34,568			48,055
Accounts receivable, net	43,196			35,492
Deferred expenses, net	56,531			52,611
Prepaid expenses and other assets, net	49,034			62,690
Assets of property held for sale	—			55,647
Total assets	$	2,529,258		$	2,270,400

Liabilities:
Mortgages, notes and loans payable	$	1,706,513		$	1,584,499
Accounts payable and accrued expenses, net	147,288			113,976
Liabilities of property held for sale	—			38,590
Total liabilities	1,853,801			1,737,065

Commitments and contingencies	—			—

Mezzanine Equity:
Non-controlling interest in Operating Partnership	140,953			—

Equity:
Preferred stock⁽¹⁾	—			—
Common stock⁽²⁾	581			578
Additional paid-in capital	643,828			679,275
Accumulated deficit	(121,182		)	(162,881		)
Accumulated other comprehensive loss	(65		)	(482		)
Treasury stock ⁽³⁾	(3,509		)	—
Total stockholders' equity	519,653			516,490
Non-controlling interest	14,851			16,845
Total equity	534,504			533,335
Total liabilities, mezzanine equity and equity	$	2,529,258		$	2,270,400

⁽¹⁾Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at December 31, 2015 and 2014.

⁽²⁾ Common stock: $0.01 par value; 500,000,000 shares authorized, 58,097,933 issued and 57,797,475 outstanding at December 31, 2015 and 57,748,141 issued and 57,743,981 outstanding at December 31, 2014.

⁽³⁾Treasury stock, at cost , $0.01 par value, 238,055 shares at December 31, 2015 and 0 shares at December 31, 2014

Reconciliation of Core NOI and Core FFO - For The Three Month Period Ended



	December 31, 2015															December 31, 2014
(In thousands)	(Unaudited)															(Unaudited)
	Consolidated			Noncontrolling Interest ⁽¹⁾			Rouse Total			Core Adjustments			Core NOI / FFO			Consolidated			Noncontrolling Interest ⁽¹⁾			Rouse Total			Core Adjustments			Core NOI / FFO

Revenues:
Minimum rents ⁽²⁾	$	57,733		$	(1,029	)	$	56,704		$	597		$	57,301		$	55,747		$	(1,129	)	$	54,618		$	2,670		$	57,288
Tenant recoveries	20,377			(327		)	20,050			—			20,050			19,149			(312		)	18,837			—			18,837
Overage rents	4,168			(45		)	4,123			—			4,123			3,806			(26		)	3,780			—			3,780
Other	2,583			(26		)	2,557			—			2,557			3,013			(33		)	2,980			—			2,980
Total revenues	84,861			(1,427		)	83,434			597			84,031			81,715			(1,500		)	80,215			2,670			82,885
Operating Expenses:
Other property operating costs ⁽³⁾	17,268			(226		)	17,042			(39		)	17,003			17,734			(214		)	17,520			(39		)	17,481
Real estate taxes	7,026			(170		)	6,856			—			6,856			7,018			(178		)	6,840			—			6,840
Property maintenance costs	2,665			(36		)	2,629			—			2,629			3,161			(55		)	3,106			—			3,106
Marketing	789			(26		)	763			—			763			1,603			(22		)	1,581			—			1,581
Provision for doubtful accounts	429			(12		)	417			—			417			569			16			585			—			585
Total operating expenses	28,177			(470		)	27,707			(39		)	27,668			30,085			(453		)	29,632			(39		)	29,593

Net operating income	56,684			(957		)	55,727			636			56,363			51,630			(1,047		)	50,583			2,709			53,292

General and administrative ⁽⁴⁾⁽⁵⁾	6,132			(1		)	6,131			—			6,131			7,716			—			7,716			—			7,716
Other ⁽⁶⁾	1,286			—			1,286			(1,286		)	—			2,805			—			2,805			(2,805		)	—
Subtotal	49,266			(956		)	48,310			1,922			50,232			41,109			(1,047		)	40,062			5,514			45,576

Interest income	—			—			—			—			—			12			—			12			—			12
Interest expense
Amortization and write-off of market rate adjustments	288			—			288			(288		)	—			138			—			138			(138		)	—
Amortization and write-off of deferred financing costs	(815		)	—			(815		)	815			—			(789		)	—			(789		)	789			—
Interest on debt	(16,148		)	337			(15,811		)	—			(15,811		)	(19,019		)	416			(18,603		)	—			(18,603		)
Provision for income taxes	(95		)	—			(95		)	95			—			(154		)	—			(154		)	154			—
Preferred distributions	(953		)	—			(953		)	—			(953		)	—			—			—			—			—
Funds from operations	$	31,543		$	(619	)	$	30,924		$	2,544		$	33,468		$	21,297		$	(631	)	$	20,666		$	6,319		$	26,985
Funds from operations per share - basic⁽⁷⁾													$	0.58														$	0.47
Funds from operations per share - diluted⁽⁸⁾													$	0.58														$	0.46

⁽¹⁾Represents our partner's share of operations from consolidated properties.

⁽²⁾ Core adjustments include the aggregate amounts for straight-line rent of $(460) and $(574), above / below market lease amortization of $1,092 and $3,237 and tenant inducement amortization of $(35) and $7 for the three months ended December 31, 2015 and 2014, respectively.

⁽³⁾ Core adjustments include above / below market ground lease amortization of $39 for each of the three months ended December 31, 2015 and 2014.

⁽⁴⁾ General and administrative costs include $679 and $962 of non-cash stock compensation expense for the three months ended December 31, 2015 and 2014, respectively.

⁽⁵⁾ Core adjustments include amounts for the corporate and regional office straig ht-line rent of $3 and $0 for the three months ended December 31, 2015 and 2014, respectively.

⁽⁶⁾Core adjustments include property acquisition costs and non-recurring costs related to the transition from Brookfield's IT platform to Rouse's IT platform.

⁽⁷⁾ Calculated using weighted average number of shares of common stock 57,939,535 and 57,531,859 for the three months ended December 31, 2015 and 2014, respectively.

⁽⁸⁾Assumes 58,159,126 and 58,105,232 of diluted shares of common stock for the three months ended December 31, 2015 and 2014, respectively

Reconciliation of Core NOI and Core FFO - For the Years Ended



	December 31, 2015															December 31, 2014
(In thousands)	(Unaudited)															(Unaudited)
	Consolidated			Noncontrolling Interest⁽¹⁾			Rouse Total			Core Adjustments			Core NOI / FFO			Consolidated			Noncontrolling Interest⁽¹⁾			Rouse Total			Core Adjustments			Core NOI / FFO

Revenues:
Minimum rents ⁽²⁾	$	212,072		$	(4,207	)	$	207,865		$	5,472		$	213,337		$	200,354		$	(1,498	)	$	198,856		$	11,336		$	210,192
Tenant recoveries	78,287			(1,373		)	76,914			—			76,914			77,580			(433		)	77,147			—			77,147
Overage rents	7,372			(78		)	7,294			—			7,294			6,470			(28		)	6,442			—			6,442
Other	7,653			(85		)	7,568			—			7,568			7,723			(35		)	7,688			—			7,688
Total revenues	305,384			(5,743		)	299,641			5,472			305,113			292,127			(1,994		)	290,133			11,336			301,469
Operating Expenses:
Property operating costs ⁽³⁾	68,770			(1,035		)	67,735			(155		)	67,580			70,269			(274		)	69,995			(145		)	69,850
Real estate taxes	27,075			(747		)	26,328			—			26,328			26,571			(236		)	26,335			—			26,335
Property maintenance costs	10,223			(136		)	10,087			—			10,087			11,331			(60		)	11,271			—			11,271
Marketing	2,146			(56		)	2,090			—			2,090			3,257			(23		)	3,234			—			3,234
Provision for doubtful accounts	1,746			4			1,750			—			1,750			1,228			16			1,244			—			1,244
Total operating expenses	109,960			(1,970		)	107,990			(155		)	107,835			112,656			(577		)	112,079			(145		)	111,934

Net operating income	195,424			(3,773		)	191,651			5,627			197,278			179,471			(1,417		)	178,054			11,481			189,535

General and administrative ⁽⁴⁾⁽⁵⁾	25,817			(1		)	25,816			(17		)	25,799			26,329			—			26,329			(56		)	26,273
Other (6)	6,491			—			6,491			(6,491		)	—			5,437			—			5,437			(5,437		)	—
Subtotal	163,116			(3,772		)	159,344			12,135			171,479			147,705			(1,417		)	146,288			16,974			163,262

Interest income	18						18			—			18			323			—			323			—			323
Interest expense
Amortization and write-off of market rate adjustments	804			—			804			(804		)	—			(8,878		)	—			(8,878		)	8,878			—
Amortization and write-off of deferred financing costs	(4,214		)	—			(4,214		)	4,214			—			(4,209		)	—			(4,209		)	4,209			—
Debt extinguishment costs	(7		)	—			(7		)	7			—			(259		)	—			(259		)	259			—
Interest on debt	(68,003		)	1,420			(66,583		)	—			(66,583		)	(69,563		)	494			(69,069		)	—			(69,069		)
Provision for income taxes	(604		)	—			(604		)	604			—			(537		)	—			(537		)	537			—
Preferred distributions	(953		)				(953		)	—			(953		)	—			—			—			—			—
Funds from operations	$	90,157		$	(2,352	)	$	87,805		$	16,156		$	103,961		$	64,582		$	(923	)	$	63,659		$	30,857		$	94,516
Funds from operations per share - basic ⁽⁷⁾													$	1.80														$	1.65
Funds from operations per share - diluted (8)													$	1.79														$	1.64

⁽¹⁾Represents our partner's share of operations from consolidated properties.

⁽²⁾ Core adjustments includes the aggregate amounts for straight-line rent of $(1,162) and $(1,757), above / below market lease amortization of $6,562 and $13,066 and tenant inducement amortization of $72 and $28 for the years ended December 31, 2015 and 2014, respectively.

⁽³⁾ Core adjustments include above / below market ground lease amortization of $155 and $145 for the years ended December 31, 2015 and 2014, respectively.

⁽⁴⁾ General and administrative costs include $2,899 and $3,699 of non-cash stock compensation expense for the years ended December 31, 2015 and 2014, respectively.

⁽⁵⁾ Core adjustments include amounts for the corporate and regional office straight-line rent of $17 and $56 for the years ended December 31, 2015 and 2014, respectively.

⁽⁶⁾ Core adjustments include property acquisition costs and non-recurring costs related to the transition from Brookfield's IT platform on to Rouse's IT platform.

⁽⁷⁾ Calculated using weighted average number of shares of 57,802,287 and 57,203,196 for the years ended December 31, 2015 and 2014, respectively.

⁽⁸⁾Assumes 58,116,256 and 57,742,725 of diluted common shares for the years ended December 31, 2015 and 2014, respectively.

Reconciliation of Non-GAAP to GAAP Financial Measures



	Three Months Ended						Years Ended
(In thousands)	December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)			December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)

Reconciliation of NOI to GAAP Operating Income
Rouse NOI	$	55,727		$	50,583		$	191,651		$	178,054
Non-controlling interests	957			1,047			3,773			1,417
General and administrative	(6,132		)	(7,716		)	(25,817		)	(26,329		)
Other	(1,286		)	(2,805		)	(6,491		)	(5,437		)
Depreciation and amortization	(35,221		)	(28,708		)	(107,941		)	(100,302		)
Provision for impairment	—			(5,300		)	(2,900		)	(15,965		)
Operating income	$	14,045		$	7,101		$	52,275		$	31,438

Reconciliation of FFO to GAAP Net income (loss) allocable to common shareholders
FFO	$	30,924		$	20,666		$	87,805		$	63,659
Non-controlling interests - Depreciation and amortization/Other	587			753			2,428			852
Depreciation and amortization	(35,221		)	(28,708		)	(107,941		)	(100,302		)
Provision for impairment	—			(5,300		)	(2,900		)	(15,965		)
Gain (loss) on extinguishment of debt	(270		)	—			26,558			—
Gain on sale of real estate assets	2,300			—			34,796			—
Net income (loss) allocable to common shareholders	$	(1,680	)	$	(12,589	)	$	40,746		$	(51,756	)

Weighted average number of shares outstanding - Basic	57,939,535			57,531,859			57,802,287			57,203,196

Weighted average number of shares outstanding - Diluted	57,939,535			57,531,859			58,116,256			57,203,196

Per common share data:
Net income (loss) per share allocable to common shareholders
Basic	$	(0.03	)	$	(0.22	)	$	0.70		$	(0.90	)
Diluted	$	(0.03	)	$	(0.22	)	$	0.70		$	(0.90	)

Source: Rouse Properties, Inc.

Rouse Properties, Inc.

Investor Relations, 212-608-5108

IR@rouseproperties.com

Supplemental Information

for the Quarter Ended December 31, 2015

Basis of Presentation

Background

Rouse is a publicly traded real estate investment trust (REIT) focused on the management, redevelopment, repositioning and acquisition of regional malls and the portfolio at the end of the quarter consisted of 36 geographically diverse malls and retail centers, encompassing over 24.9 million square feet in 21 states. On January 12, 2012, General Growth Properties, Inc. (NYSE: GGP) completed the spin-off of Rouse Properties, Inc. (NYSE: RSE) through the distribution of shares of Rouse common stock to holders of GGP common stock. On March 26, 2012, Rouse completed its rights offering and issued 13,333,333 shares of common stock for $191.6 million of net proceeds. On January 13, 2014, Rouse issued 8,050,000 shares of common stock in its equity offering for $150.7 million of net proceeds before deducting for offering expenses.

General Information

Unless the context indicates otherwise, references in the accompanying financial information (the "Supplemental") to the "Corporation", "Rouse", or the "Company" refer to Rouse Properties Inc. Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States.

Non-GAAP Measures

The Company makes reference to net operating income (“NOI”) and funds from operations (“FFO”). NOI is defined as operating revenues (minimum rents, including lease termination fees, tenant recoveries, overage rents, and other income) less property and related expenses (property operating expenses, real estate taxes, repairs and maintenance, marketing, other property operating costs, and provision for doubtful accounts). FFO is defined as net income (loss) allocable to common stockholders 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 properties, plus real estate related depreciation and amortization.

The Company also adjusts for the portion of consolidated net income (loss) attributable to non-controlling interests of joint venture partners to reflect FFO allocable to the Company's common shareholders.

Table of Contents



		Page
Company Information		3

Financial Overview
Consolidated Balance Sheets		5
Consolidated Statements of Operations and Comprehensive Income (Loss)		6

Financial Schedules
Reconciliation of Core NOI and Core FFO - For the Three Month Period Ended		7
Reconciliation of Core NOI and Core FFO - For the Year Ended		8
Core NOI Summary		9
Reconciliation of Non-GAAP to GAAP Financial Measures		10
Mortgages, Notes and Loans Payable		11
Prepaid Expenses and Other Assets and Accounts Payable and Accrued Expenses		14

Portfolio Operating Metrics
Capital Expenditures		15
Key Operating Performance Indicators		16
Summary of Properties		17
Lease Expiration Schedule		18
Top Ten Tenants		19
Leasing Activity		20

Glossary of Terms		21

The presentation contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons. Readers are referred to the documents filed by Rouse Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in the Supplemental. The Company disclaims any obligation to update any forward-looking statements.

Company Information

Company Contacts



Andrew Silberfein	Chief Executive Officer
Brian Harper	Chief Operating Officer
John Wain	Chief Financial Officer
Susan Elman	Executive Vice President, General Counsel
Michael Grant	Chief Accounting Officer
Brad Cohen/Steve Swett	ICR, Investor Relations and Communications	ir@rouseproperties.com	(212) 608-5108

Research Coverage



Bank of America/Merrill Lynch	Craig Schmidt	craig.schmidt@baml.com	(646) 855-3640
Barclays Capital	Ross Smotrich	ross.smotrich@barcap.com	(212) 526-2306
Boenning & Scattergood	Floris Van Dijkum	fvandijkum@boenninginc.com	(212) 209-3916
Canaccord Genuity	Paul Morgan	pmorgan@canaccordgenuity.com	(415) 325-7269
Green Street Advisors	Daniel Busch	dbusch@greenstreetadvisors.com	(949) 640-8780
KeyBanc	Todd Thomas	tthomas@key.com	(917) 368-2286
RBC	Richard Moore	rich.moore@rbccm.com	(440) 715-2646
Stifel Nicolaus	Nathan Isbee	isbeen@stifel.com	(443) 224-1346

Common Share Trading Statistics



	December 31, 2015		September 30, 2015		June 30, 2015		March 31, 2015
High	$	18.61	$	18.19	$	19.44	$	21.17
Low	$	14.09	$	15.15	$	16.01	$	17.18
Close	$	14.56	$	15.58	$	16.35	$	18.96
Volume	16,646,100		12,721,400		11,173,200		15,911,500



Q4 2015 Supplemental Package		3

Shares Outstanding



	Three Months Ended		Years Ended
	December 31, 2015	December 31, 2014	December 31, 2015	December 31, 2014
Total common shares outstanding	57,797,475	57,743,981	57,797,475	57,743,981
Net number of common shares issuable assuming exercise of stock options ⁽¹⁾	147,106	573,373	246,842	573,273
Total common shares - diluted	57,944,581	58,317,354	58,044,317	58,317,254
Weighted average common shares outstanding - diluted (FFO)⁽²⁾	58,159,126	58,105,232	58,116,256	57,742,725
Weighted average common shares outstanding - basic ⁽³⁾	57,939,535	57,531,859	57,802,287	57,203,196
Weighted average common shares outstanding - diluted ⁽³⁾⁽⁴⁾	57,939,535	57,531,859	58,116,256	57,203,196

⁽¹⁾ Based upon the weighted average stock price for the three months and years ended December 31, 2015 and 2014.

⁽²⁾ Utilized for Funds From Operations (FFO) and Core Funds From Operations (Core FFO) purposes.

⁽³⁾ Calculated in accordance with GAAP for the three months and years ended December 31, 2015 and 2014.

⁽⁴⁾ Dilutive shares are excluded for the three months ended December 31, 2015 and 2014 and for the year ended December 31, 2014 as the Company was in a net loss from continuing operations position.



Q4 2015 Supplemental Package		4

Financial Overview

Consolidated Balance Sheets



(In thousands)	December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)

Assets:
Investment in real estate:
Land	$	428,157		$	371,363
Buildings and equipment	2,151,443			1,820,072
Less accumulated depreciation	(239,091		)	(189,838		)
Net investment in real estate	2,340,509			2,001,597
Cash and cash equivalents	5,420			14,308
Restricted cash	34,568			48,055
Accounts receivable, net	43,196			35,492
Deferred expenses, net	56,531			52,611
Prepaid expenses and other assets, net	49,034			62,690
Assets of property held for sale	—			55,647
Total assets	$	2,529,258		$	2,270,400

Liabilities:
Mortgages, notes and loans payable	$	1,706,513		$	1,584,499
Accounts payable and accrued expenses, net	147,288			113,976
Liabilities of property held for sale	—			38,590
Total liabilities	1,853,801			1,737,065

Commitments and contingencies	—			—

Mezzanine Equity:
Non-controlling interest in Operating Partnership	140,953			—

Equity:
Preferred stock⁽¹⁾	—			—
Common stock⁽²⁾	581			578
Additional paid-in capital	643,828			679,275
Accumulated deficit	(121,182		)	(162,881		)
Accumulated other comprehensive loss	(65		)	(482		)
Treasury stock ⁽³⁾	(3,509		)	—
Total stockholders' equity	519,653			516,490
Non-controlling interest	14,851			16,845
Total equity	534,504			533,335
Total liabilities, mezzanine equity and equity	$	2,529,258		$	2,270,400

⁽¹⁾Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at December 31, 2015 and 2014.

⁽³⁾Treasury stock, at cost , $0.01 par value, 238,055 shares at December 31, 2015 and 0 shares at December 31, 2014.



Q4 2015 Supplemental Package		5

Financial Overview

Consolidated Statements of Operations and Comprehensive Income and (Loss)



	Three Months Ended						Years Ended
(In thousands, except per share amounts)	December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)			December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)
Revenues:
Minimum rents	$	57,733		$	55,747		$	212,072		$	200,354
Tenant recoveries	20,377			19,149			78,287			77,580
Overage rents	4,168			3,806			7,372			6,470
Other	2,583			3,013			7,653			7,723
Total revenues	84,861			81,715			305,384			292,127
Expenses:
Property operating costs	17,268			17,734			68,770			70,269
Real estate taxes	7,026			7,018			27,075			26,571
Property maintenance costs	2,665			3,161			10,223			11,331
Marketing	789			1,603			2,146			3,257
Provision for doubtful accounts	429			569			1,746			1,228
General and administrative	6,132			7,716			25,817			26,329
Provision for impairment	—			5,300			2,900			15,965
Depreciation and amortization	35,221			28,708			107,941			100,302
Other	1,286			2,805			6,491			5,437
Total operating expenses	70,816			74,614			253,109			260,689
Operating income	14,045			7,101			52,275			31,438

Interest income	—			12			18			323
Interest expense	(16,675		)	(19,670		)	(71,420		)	(82,909		)
Gain (loss) on extinguishment of debt	(270		)	—			26,558			—
Income (loss) before income taxes, gain on sale of real estate assets, and discontinued operations	(2,900		)	(12,557		)	7,431			(51,148		)
Provision for income taxes	(95		)	(154		)	(604		)	(537		)
Income (loss) from continuing operations before gain on sale of real estate assets	(2,995		)	(12,711		)	6,827			(51,685		)
Gain on sale of real estate assets	2,300			—			34,796			—
Income (loss) from continuing operations	(695		)	(12,711		)	41,623			(51,685		)
Discontinued operations	—			—			—			—
Net income (loss)	(695		)	(12,711		)	41,623			(51,685		)
Net (income) loss attributable to non-controlling interests	(32		)	122			76			(71		)
Net income (loss) attributable to Rouse Properties, Inc.	$	(727	)	$	(12,589	)	$	41,699		$	(51,756	)
Preferred distributions	(953		)	—			(953		)	—
Net income (loss) allocable to common shareholders	$	(1,680	)	$	(12,589	)	$	40,746		$	(51,756	)

Per common share data:
Net income (loss) per share allocable to common shareholders
Basic	$	(0.03	)	$	(0.22	)	$	0.70		$	(0.90	)
Diluted	$	(0.03	)	$	(0.22	)	$	0.70		$	(0.90	)

Dividends declared per share	$	0.18		$	0.17		$	0.72		$	0.68

Other comprehensive income (loss):
Net income (loss)	$	(695	)	$	(12,711	)	$	41,623		$	(51,685	)
Other comprehensive income (loss):
Net unrealized gain (loss) on financial instrument	1,743			(252		)	417			(482		)
Comprehensive income (loss)	$	1,048		$	(12,963	)	$	42,040		$	(52,167	)



Q4 2015 Supplemental Package		6

Financial Schedules

Reconciliation of Core NOI and Core FFO - For the Three Month Periods Ended



	December 31, 2015															December 31, 2014
(In thousands)	(Unaudited)															(Unaudited)
	Consolidated			Noncontrolling Interest⁽¹⁾			Rouse Total			Core Adjustments			Core NOI / FFO			Consolidated			Noncontrolling Interest⁽¹⁾			Rouse Total			Core Adjustments			Core NOI / FFO

Revenues:
Minimum rents ⁽²⁾	$	57,733		$	(1,029	)	$	56,704		$	597		$	57,301		$	55,747		$	(1,129	)	$	54,618		$	2,670		$	57,288
Tenant recoveries	20,377			(327		)	20,050			—			20,050			19,149			(312		)	18,837			—			18,837
Overage rents	4,168			(45		)	4,123			—			4,123			3,806			(26		)	3,780			—			3,780
Other	2,583			(26		)	2,557			—			2,557			3,013			(33		)	2,980			—			2,980
Total revenues	84,861			(1,427		)	83,434			597			84,031			81,715			(1,500		)	80,215			2,670			82,885
Operating Expenses:
Property operating costs ⁽³⁾	17,268			(226		)	17,042			(39		)	17,003			17,734			(214		)	17,520			(39		)	17,481
Real estate taxes	7,026			(170		)	6,856			—			6,856			7,018			(178		)	6,840			—			6,840
Property maintenance costs	2,665			(36		)	2,629			—			2,629			3,161			(55		)	3,106			—			3,106
Marketing	789			(26		)	763			—			763			1,603			(22		)	1,581			—			1,581
Provision for doubtful accounts	429			(12		)	417			—			417			569			16			585			—			585
Total operating expenses	28,177			(470		)	27,707			(39		)	27,668			30,085			(453		)	29,632			(39		)	29,593

Net operating income	56,684			(957		)	55,727			636			56,363			51,630			(1,047		)	50,583			2,709			53,292

General and administrative ⁽⁴⁾⁽⁵⁾	6,132			(1		)	6,131			—			6,131			7,716			—			7,716			—			7,716
Other ⁽⁶⁾	1,286			—			1,286			(1,286		)	—			2,805			—			2,805			(2,805		)	—
Subtotal	49,266			(956		)	48,310			1,922			50,232			41,109			(1,047		)	40,062			5,514			45,576

Interest income	—			—			—			—			—			12			—			12			—			12
Interest expense
Amortization and write-off of market rate adjustments	288			—			288			(288		)	—			138			—			138			(138		)	—
Amortization and write-off of deferred financing costs	(815		)	—			(815		)	815			—			(789		)	—			(789		)	789			—
Interest on debt	(16,148		)	337			(15,811		)	—			(15,811		)	(19,019		)	416			(18,603		)	—			(18,603		)
Provision for income taxes	(95		)	—			(95		)	95			—			(154		)	—			(154		)	154			—
Preferred distributions	(953		)	—			(953		)	—			(953		)	—			—			—			—			—
Funds from operations	$	31,543		$	(619	)	$	30,924		$	2,544		$	33,468		$	21,297		$	(631	)	$	20,666		$	6,319		$	26,985
Funds from operations per share - basic ⁽⁷⁾													$	0.58														$	0.47
Funds from operations per share - diluted ⁽⁸⁾													$	0.58														$	0.46

⁽¹⁾Represents our partner's share of operations from consolidated properties.

⁽³⁾ Core adjustments include above / below market ground lease amortization of $39 for each of the three months ended December 31, 2015 and 2014.

⁽⁴⁾ General and administrative costs include $679 and $962 of non-cash stock compensation expense for the three months ended December 31, 2015 and 2014, respectively.

⁽⁵⁾ Core adjustments include amounts for the corporate and regional office straight-line rent of $3 and $0 for the three months ended December 31, 2015 and 2014, respectively.

⁽⁶⁾Core adjustments include property acquisition costs and non-recurring costs related to the transition from Brookfield's IT platform to Rouse's IT platform.

⁽⁷⁾ Calculated using weighted average number of shares of common stock 57,939,535 and 57,531,859 for the three months ended December 31, 2015 and 2014, respectively.

⁽⁸⁾Assumes 58,159,126 and 58,105,232 of diluted shares of common stock for the three months ended December 31, 2015 and 2014, respectively.



Q4 2015 Supplemental Package		7

Financial Schedules

Reconciliation of Core NOI and Core FFO - For the Years Ended



	December 31, 2015																			December 31, 2014
(In thousands)	(Unaudited)																			(Unaudited)
	Consolidated			Noncontrolling Interest⁽¹⁾				Rouse Total				Core Adjustments				Core NOI / FFO				Consolidated				Noncontrolling Interest⁽¹⁾				Rouse Total				Core Adjustments				Core NOI / FFO

Revenues:
Minimum rents ⁽²⁾	$	212,072		$	(4,207	)		$	207,865			$	5,472			$	213,337			$	200,354			$	(1,498	)		$	198,856			$	11,336			$	210,192
Tenant recoveries	78,287			(1,373		)		76,914				—				76,914				77,580				(433		)		77,147				—				77,147
Overage rents	7,372			(78		)		7,294				—				7,294				6,470				(28		)		6,442				—				6,442
Other	7,653			(85		)		7,568				—				7,568				7,723				(35		)		7,688				—				7,688
Total revenues	305,384			(5,743		)		299,641				5,472				305,113				292,127				(1,994		)		290,133				11,336				301,469
Operating Expenses:
Property operating costs ⁽³⁾	68,770			(1,035		)		67,735				(155		)		67,580				70,269				(274		)		69,995				(145		)		69,850
Real estate taxes	27,075			(747		)		26,328				—				26,328				26,571				(236		)		26,335				—				26,335
Property maintenance costs	10,223			(136		)		10,087				—				10,087				11,331				(60		)		11,271				—				11,271
Marketing	2,146			(56		)		2,090				—				2,090				3,257				(23		)		3,234				—				3,234
Provision for doubtful accounts	1,746			4				1,750				—				1,750				1,228				16				1,244				—				1,244
Total operating expenses	109,960			(1,970		)		107,990				(155		)		107,835				112,656				(577		)		112,079				(145		)		111,934

Net operating income	195,424			(3,773		)		191,651				5,627				197,278				179,471				(1,417		)		178,054				11,481				189,535

General and administrative ⁽⁴⁾⁽⁵⁾	25,817			(1		)		25,816				(17		)		25,799				26,329				—				26,329				(56		)		26,273
Other ⁽⁶⁾	6,491			—				6,491				(6,491		)		—				5,437				—				5,437				(5,437		)		—
Subtotal	163,116			(3,772		)		159,344				12,135				171,479				147,705				(1,417		)		146,288				16,974				163,262

Interest income	18							18				—				18				323				—				323				—				323
Interest expense
Amortization and write-off of market rate adjustments	804			—				804				(804		)		—				(8,878		)		—				(8,878		)		8,878				—
Amortization and write-off of deferred financing costs	(4,214		)	—			(4,214		)		4,214				—				(4,209		)		—				(4,209		)		4,209				—
Debt extinguishment costs	(7		)	—				(7		)		7				—				(259		)		—				(259		)		259				—
Interest on debt	(68,003		)	1,420				(66,583		)		—				(66,583		)		(69,563		)		494				(69,069		)		—				(69,069		)
Provision for income taxes	(604		)	—				(604		)		604				—				(537		)		—				(537		)		537				—
Preferred distributions	(953		)					(953		)		—				(953		)		—				—				—				—				—
Funds from operations	$	90,157		$	(2,352	)		$	87,805			$	16,156			$	103,961			$	64,582			$	(923	)		$	63,659			$	30,857			$	94,516
Funds from operations per share - basic ⁽⁷⁾																$	1.80																			$	1.65
Funds from operations per share - diluted ⁽⁸⁾																$	1.79																			$	1.64

⁽¹⁾Represents our partner's share of operations from consolidated properties.

⁽³⁾ Core adjustments include above / below market ground lease amortization of $155 and $145 for the years ended December 31, 2015 and 2014, respectively.

⁽⁴⁾ General and administrative costs include $2,899 and $3,699 of non-cash stock compensation expense for the years ended December 31, 2015 and 2014, respectively.

⁽⁵⁾ Core adjustments include amounts for the corporate and regional office straight-line rent of $17 and $56 for the years ended December 31, 2015 and 2014, respectively.

⁽⁶⁾ Core adjustments include property acquisition costs and non-recurring costs related to the transition from Brookfield's IT platform on to Rouse's IT platform.

⁽⁷⁾ Calculated using weighted average number of shares of 57,802,287 and 57,203,196 for the years ended December 31, 2015 and 2014, respectively.

⁽⁸⁾Assumes 58,116,256 and 57,742,725 of diluted common shares for the years ended December 31, 2015 and 2014, respectively.



Q4 2015 Supplemental Package		8

Financial Schedules

Core NOI Summary



	Three Months Ended						Years Ended
(In thousands)	December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)			December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)

Consolidated net operating income	$	56,684		$	51,630		$	195,424		$	179,471
Add / (less) :
Non-controlling interests	(957		)	(1,047		)	(3,773		)	(1,417		)
Core NOI adjustments	636			2,709			5,627			11,481
Rouse core net operating income	$	56,363		$	53,292		$	197,278		$	189,535
Add / (less):
Non same property assets ⁽¹⁾	(12,970		)	(11,710		)	(43,642		)	(39,301		)
Lease termination income and other	(1,042		)	(847		)	(1,818		)	(2,204		)
Same Property core net operating income ⁽²⁾	$	42,351		$	40,735		$	151,818		$	148,030
Same Property change %	4.0		%				2.6		%

⁽¹⁾ Represents Bel Air Mall, The Mall at Barnes Crossing, Mt. Shasta, Fig Garden, and The Shoppes at Carlsbad, which were acquired in May 2014, August 2014, January 2015, June 2015, and November 2015, respectively, and The Shoppes at Knollwood Mall, Steeplegate Mall, and Collin Creek Mall, which were disposed of in January 2015, March 2015 and April 2015, respectively. Same Property portfolio also excludes Gateway Mall, NewPark Mall and Spring Hill Mall, which are undergoing redevelopment with significant disruption. Vista Ridge Mall is a special consideration asset, which is also excluded from our Same Property portfolio. An asset is designated as a special consideration asset when a property has a heightened probability of being conveyed to its lender absent substantive renegotiation.

⁽²⁾Same Property Core net operating income,includes legacy litigation expenses (recoveries) for the three months ended December 31, 2015 and 2014 of $0.01 million and $(0.02) million, respectively. Same Property Core net operating income,includes legacy litigation expenses for the years ended December 31, 2015 and 2014 of $0.05 million and $0.8 million, respectively.



Q4 2015 Supplemental Package		9

Financial Schedules

Reconciliation of Non-GAAP to GAAP Financial Measures



	Three Months Ended						Years Ended
(In thousands)	December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)			December 31, 2015 (Unaudited)			December 31, 2014 (Unaudited)

Reconciliation of NOI to GAAP Operating Income
Rouse NOI	$	55,727		$	50,583		$	191,651		$	178,054
Non-controlling interests	957			1,047			3,773			1,417
General and administrative	(6,132		)	(7,716		)	(25,817		)	(26,329		)
Other	(1,286		)	(2,805		)	(6,491		)	(5,437		)
Depreciation and amortization	(35,221		)	(28,708		)	(107,941		)	(100,302		)
Provision for impairment	—			(5,300		)	(2,900		)	(15,965		)
Operating income	$	14,045		$	7,101		$	52,275		$	31,438

Reconciliation of FFO to GAAP Net income (loss) allocable to common shareholders
FFO	$	30,924		$	20,666		$	87,805		$	63,659
Non-controlling interests - Depreciation and amortization/Other	587			753			2,428			852
Depreciation and amortization	(35,221		)	(28,708		)	(107,941		)	(100,302		)
Provision for impairment	—			(5,300		)	(2,900		)	(15,965		)
Gain (loss) on extinguishment of debt	(270		)	—			26,558			—
Gain on sale of real estate assets	2,300			—			34,796			—
Net income (loss) allocable to common shareholders	$	(1,680	)	$	(12,589	)	$	40,746		$	(51,756	)

Weighted average number of shares outstanding - Basic	57,939,535			57,531,859			57,802,287			57,203,196

Weighted average number of shares outstanding - Diluted	57,939,535			57,531,859			58,116,256			57,203,196

Per common share data:
Net income (loss) per share allocable to common shareholders
Basic	$	(0.03	)	$	(0.22	)	$	0.70		$	(0.90	)

Diluted	$	(0.03	)	$	(0.22	)	$	0.70		$	(0.90	)



Q4 2015 Supplemental Package		10

Financial Schedules

Mortgages, Notes, and Loans Payable



(In thousands)	Ownership	Maturity				Outstanding Balance			Balloon Payment at Maturity
	%	Month	Year	Rate							2016		2017		2018		2019		2020		After		Mortgage Details
Vista Ridge Mall ⁽¹⁾	100%	Apr	2016	6.87		65,611			64,660		951		—		—		—		—		—		Non-recourse / fixed
The Centre at Salisbury ^{(1) (2)}	100%	May	2016	5.79		115,000			115,000		—		—		—		—		—		—		Partial recourse / fixed ⁽²⁾
The Mall at Turtle Creek	100%	Jun	2016	6.54		76,615			76,079		536		—		—		—		—		—		Non-recourse / fixed
NewPark Mall ⁽³⁾	100%	Sep	2018	2.53		114,245			114,245		—		—		—		—		—		—		Non-recourse / floating
West Valley Mall ^{(1) (4)}	100%	Sep	2018	3.24		59,000			56,790		188		1,147		875		—		—		—		Non-recourse / fixed
The Shoppes at Bel Air ^{(1) (5)}	100%	Nov	2018	2.78		110,450			108,800		—		275		1,375		—		—		—		Non-recourse / floating
The Shoppes at Gateway ⁽⁶⁾	100%	Jan	2020	3.64		75,000			75,000		—		—		—		—		—		—		Non-recourse/fixed
Pierre Bossier Mall	100%	May	2022	4.94		45,875			39,891		818		866		911		957		1,000		1,432		Non-recourse / fixed
Pierre Bossier Anchor	100%	May	2022	4.85		3,550			2,894		90		95		100		105		110		156		Non-recourse / fixed
Southland Center (MI)	100%	Jul	2022	5.09		74,806			65,085		1,284		1,363		1,435		1,511		1,580		2,548		Non-recourse / fixed
Chesterfield Towne Center	100%	Oct	2022	4.75		106,379			92,380		1,789		1,892		1,985		2,082		2,171		4,080		Non-recourse / fixed
Animas Valley Mall	100%	Nov	2022	4.41		49,156			41,844		931		980		1,025		1,072		1,115		2,189		Non-recourse / fixed
Lakeland Square	100%	Apr	2023	4.17		66,814			55,951		1,285		1,348		1,406		1,467		1,523		3,834		Non-recourse / fixed
Valley Hills Mall	100%	July	2023	4.47		65,362			54,921		1,174		1,237		1,294		1,354		1,409		3,973		Non-recourse / fixed
Chula Vista Center	100%	July	2024	4.18		70,000			60,814		—		467		1,175		1,225		1,270		5,049		Non-recourse / fixed
The Mall at Barnes Crossing	52.8%	Sep	2024	4.29		67,000			58,361		—		268		1,093		1,142		1,184		4,952		Non-recourse / fixed
Bayshore Mall	100%	Oct	2024	3.96		46,500			40,185		—		130		804		837		866		3,678		Non-recourse/ fixed
Mt. Shasta Mall	100%	Mar	2025	4.19		31,850			27,747		—		—		386		540		560		2,617		Non-recourse/fixed
Fig Garden Village	100%	Jun	2025	4.14		74,200			67,494		—		—		—		—		606		6,100		Non-recourse/fixed
Greenville Mall	100%	Nov	2025	4.46		45,440			36,826		708		746		781		817		849		4,713		Non-recourse / fixed

Total property level debt				4.40		$	1,362,853		$	1,254,967	$	9,754	$	10,814	$	14,645	$	13,109	$	14,243	$	45,321

2013 Term Loan ^{(7) (8)}		Nov	2018	2.77		285,000			285,000		—		—		—		—		—		—		Recourse / floating
2013 Revolver ^{(7) (8) (9)}		Nov	2017	2.76		59,000			59,000		—		—		—		—		—		—		Recourse / floating

Total corporate level debt ^{(10) (11)}						344,000			344,000		—		—		—		—		—		—
Total Debt Outstanding				4.07	%	$	1,706,853		$	1,598,967	$	9,754	$	10,814	$	14,645	$	13,109	$	14,243	$	45,321

Market rate adjustment						(340		)
Total Debt Outstanding						$	1,706,513
Less: Non controlling interest share of debt
The Mall at Barnes Crossing	47.2%	Sep	2024	4.29		(31,624		)
Company's Share of Consolidated Debt				4.40	%	$	1,674,889



Q4 2015 Supplemental Package		11

Financial Schedules

Mortgages, Notes, and Loans Payable

⁽¹⁾Prepayable without a penalty.

⁽²⁾The Company guaranteed a maximum amount of $3.5 million until certain financial covenants are met for two consecutive years.

⁽³⁾An interest rate swap became effective on this loan beginning January 1, 2016, which fixes the interest rate at 3.26%, through September 2018.

⁽⁴⁾During January 2014, the Company entered into a swap transaction which fixes the interest rate on the loan for this property at 3.24%, through June 2018.

⁽⁵⁾The loan provides for an additional subsequent funding of $9.5 million upon achieving certain conditions. The Company entered into a interest rate swap on this loan beginning in January 2016, which fixes the interest rate at 3.34% through November 2018.

⁽⁶⁾The mortgage loan has a one year extension option. We entered into an interest swap on the loan which fixes the interest rate at 3.64% through January 2020. In connection, with the removal of The Shoppes at Gateway from the 2013 Senior Facility collateral pool, The Shoppes at Carlsbad was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility balance.

⁽⁷⁾LIBOR (30 day) plus 233 basis points.

⁽⁸⁾During the year ended December 31, 2015, the Company exercised an "accordion" feature and increased the aggregate commitments under the 2013 Senior Facility from $545.0 million to $595.0 million, increased availability of borrowings on a revolving basis from $285.0 million to $310.0 million and increased the 2013 Term Loan from $260.0 million to $285.0 million.

⁽⁹⁾As of December 31, 2015, the Company had $59.0 million of indebtedness outstanding under the 2013 Revolver.

⁽¹⁰⁾ The following properties were allocated to our 2013 Senior Facility collateral pool as of December 31, 2015:



Birchwood Mall	Lansing Mall	The Shoppes at Carlsbad	Southland Mall
Cache Valley Mall	The Mall at Sierra Vista	Sikes Senter	Three Rivers Mall
Colony Square Mall	Mall St. Vincent	Silver Lake Mall	Westwood Mall
Grand Traverse Mall	North Plains Mall	Spring Hill Mall	White Mountain Mall

⁽¹¹⁾Approximately 67% or $1.14 billion of the Rouse debt had a fixed interest rate and 33% or $569.0 million of the Rouse debt had a variable interest rate.



(In thousands)	2016			2017			2018			2019			2020			After			Total
Balloon payment	$	255,739		$	59,000		$	564,835		$	—		$	75,000		$	644,393		$	1,598,967
Amortization	9,754			10,814			14,645			13,109			14,243			45,321			107,886
Debt maturity and amortization	$	265,493		$	69,814		$	579,480		$	13,109		$	89,243		$	689,714		$	1,706,853
Weighted average interest rate of expiring debt	6.29		%	2.76		%	2.77		%	—		%	3.64		%	4.45		%	4.07		%



Q4 2015 Supplemental Package		12



(In thousands)	Property-Level Debt			Term Loan		Revolver			Total
Beginning balance as of January 1, 2015	$	1,313,730		$	260,000	$	10,000		$	1,583,730
Mt. Shasta Acquisition Financing	31,850			—		—			31,850
Washington Park Payoff	(10,474		)	—		—			(10,474		)
Steeplegate Disposition	(45,862		)	—		—			(45,862		)
Collin Creek Disposition	(57,572		)	—		—			(57,572		)
Fig Garden Village Acquisition Financing	74,200			—		—			74,200
Grand Traverse Payoff	(58,982		)	—		—			(58,982		)
NewPark Mall Payoff	(64,665		)	—		—			(64,665		)
NewPark Mall Refinance	114,250			—		—			114,250
Bel Air Mall Payoff	(109,618		)	—		—			(109,618		)
Bel Air Mall Refinance	110,450			—		—			110,450
Greenville Mall Payoff	(40,171		)	—		—			(40,171		)
Greenville Mall Refinance	45,500			—		—			45,500
Gateway Mall Refinance	75,000			—		—			75,000
2015 Mortgage Loan Amortization	(14,783		)	—		—			(14,783		)
Accordion Exercise	—			25,000		—			25,000
Drawdowns on 2013 Revolver	—			—		276,500			276,500
Paydowns on 2013 Revolver	—			—		(227,500		)	(227,500		)
Ending balance as of December 31, 2015	$	1,362,853		$	285,000	$	59,000		$	1,706,853

Weighted Average Balance	$	1,282,241		$	272,671	$	55,248		$	1,610,160



Q4 2015 Supplemental Package		13

Financial Schedules

Prepaid Expenses and Other Assets, Net



(In thousands)	December 31, 2015 (Unaudited)		December 31, 2014 (Unaudited)

Above-market tenant leases, net	$	40,180	$	50,996
Prepaid expenses	4,372		4,755
Below-market ground leases, net	2,990		3,145
Deposits	424		1,447
Other	1,068		2,347
Total prepaid expenses and other assets, net	$	49,034	$	62,690

Accounts Payable and Accrued Expenses, Net



(In thousands)	December 31, 2015 (Unaudited)		December 31, 2014 (Unaudited)

Construction payable	$	47,572	$	16,272
Below-market tenant leases, net	42,592		43,292
Accrued dividend	10,472		9,885
Accrued real estate taxes	8,773		9,028
Accounts payable and accrued expenses	8,096		9,901
Accrued payroll and other employee liabilities	7,778		9,352
Accrued interest	6,868		4,380
Deferred income	5,420		5,471
Asset retirement obligation liability	4,585		4,545
Tenant and other deposits	1,706		1,336
Other	3,426		514
Total accounts payable and accrued expenses, net	$	147,288	$	113,976



Q4 2015 Supplemental Package		14

Portfolio Operating Metrics

Strategic Capital Redevelopment Projects:

($ In thousands)

Property

Description

Total Project Square Feet

Total Estimated Project Cost

Cost to Date

Estimated Stabilized Yield ⁽¹⁾

Construction Start Date

Substantial Completion Date

NewPark Mall Newark, CA

140,000 SF of new entertainment, including AMC Theater and a two level restaurant pavilion with patio seating.

175,000

$64,232 ⁽²⁾

$59,819

9.5 - 10.5%

Q3 2014

Q4 2015 - Q2 2016

Gateway Mall Springfield, OR

De-mall and construct new exterior facing junior boxes including Marshall's, Hobby Lobby, Petco and new outparcels.

288,000

$45,200

$37,220

8 - 9%

Q3 2014

Q4 2015

Southland Center Taylor, MI

Demolish vacant anchor and construct new 50,000 SF Cinemark Theater and restaurant collection.

62,000

$15,300

$2,096

9 - 10%

Q2 2015

Q1 2016

Southland Mall Hayward, CA

Redevelop former Kohl's anchor for new Dick's Sporting Goods, convert inline space to new Cinemark Theater, junior boxes and full service and fast casual restaurants.

243,000

$44,400

$5,505

9 - 10%

Q3 2015

Q4 2016 - Q2 2017

Spring Hill Mall West Dundee, IL

Replace former JCPenney anchor and inline space with new 37,000 SF Cinemark Theater, street scape, multi-tenant buildings and restaurant collection.

93,000

$23,216 ⁽³⁾

$14,024

8 - 9%

Q3 2015

Q4 2016

⁽¹⁾Estimated stabilized yield based on total net estimated project cost.

⁽²⁾After deducting the benefit of the net present value of municipal incentive currently estimated at $9.6 million.

⁽³⁾After deducting the benefit of the net present value of municipal incentive currently estimated at $6.5 million.

Operating Property Capital Expenditures:



	Year Ended
(In thousands)	December 31, 2015
Ordinary capital expenditures ⁽¹⁾	$	1,493
Cosmetic capital expenditures	12,739
Tenant improvements and allowances ⁽²⁾	29,442
Total	$	43,674

⁽¹⁾Includes non-tenant recurring and non-recurring capital expenditures.

⁽²⁾Includes tenant improvements and allowances on current operating properties, excluding anchors and strategic projects.



Q4 2015 Supplemental Package		15

Portfolio Operating Metrics

Key Operating Performance Indicators

As of December 31, 2015



GLA Summary ⁽¹⁾
(In thousands)	Number of Properties	Mall and Freestanding GLA	Anchor GLA (Rouse Owned)	Office GLA	Anchor GLA (Tenant Owned)	Total Area
Total Rouse Properties Portfolio	36	11,834	5,721	34	7,300	24,889



Operating Metrics ⁽¹⁾
	Tenant Sales⁽²⁾	Occupancy Costs ⁽³⁾
Total Operating Portfolio	$350	11.0%



	Operating Portfolio
	In-Place Rent < 10k SF ⁽⁴⁾
	December 31, 2015	December 31, 2014
Freestanding	$20.88	$20.06
Mall	41.76	39.41
Total Operating Portfolio	$39.11	$37.14

⁽¹⁾See Property Schedule on page 17 for individual details.

⁽²⁾ Trailing twelve month tenant sales for mall and freestanding stores less than 10,000 square feet for those tenants reporting.

⁽³⁾Represents mall and freestanding tenants less than 10,000 square feet utilizing comparative tenant sales.

⁽⁴⁾Weighted average rent of mall and freestanding stores as of December 31, 2015 and 2014. Rent is presented on a cash basis and consists of base minimum rent,

common area costs, and real estate taxes.



Q4 2015 Supplemental Package		16

Portfolio Operating Metrics

Summary of Properties ⁽¹⁾

As of December 31, 2015



Property Name	Location	Anchors / Major Tenants	Mall and Freestanding GLA	Office GLA	Anchor GLA (Rouse Owned)	Anchor GLA (Tenant Owned)	Total GLA	% Leased		% Occupied
Animas Valley Mall	Farmington, NM	Dillard's, JCPenney, Sears	277,983	—	188,817	—	466,800	90.9	%	90.9	%
Barnes Crossing, The Mall at	Tupelo, MS	Belk, Belk Home, JCPenney, Sears	378,231	—	250,965	100,954	730,150	96.9		94.6
Bayshore Mall	Eureka, CA	Wal Mart, Kohl's, Sears	365,510	—	161,209	59,235	585,954	86.5		85.4
Bel Air Mall	Mobile, AL	Belk, Dillard's, Target, JCPenney	393,947	—	325,148	440,865	1,159,960	93.6		87.8
Birchwood Mall	Port Huron, MI	Target, Macy's, JCPenney, Carson's, Sears	302,880	—	161,216	264,918	729,014	91.7		91.7
Cache Valley Mall	Logan, UT	Herberger's, JCPenney	236,685	—	109,476	—	346,161	94.0		92.1
Chesterfield Towne Center	Richmond, VA	Macy's, JCPenney, At Home, Sears	484,931	—	543,572	—	1,028,503	92.7		92.2
Chula Vista Center	Chula Vista, CA	Macy's, AMC, JCPenney, Burlington, Sears	321,788	—	163,232	377,600	862,620	92.3		92.1
Colony Square Mall	Zanesville, OH	Elder-Beerman, JCPenney, Dunham's Sports, Cinemark	359,517	—	78,440	58,997	496,954	77.7		76.7
Fig Garden Village	Fresno, CA	Whole Foods, CVS	267,740	33,181	—	—	300,921	93.8		93.8
Grand Traverse Mall	Traverse City, MI	Macy's, Target, JCPenney	316,000	—	—	283,349	599,349	92.6		87.4
Greenville Mall	Greenville, NC	Belk, Belk Ladies, JCPenney, Dunham's Sports	225,103	—	178,510	46,051	449,664	94.1		94.1
Lakeland Square	Lakeland, FL	Dillard's, Macy's, JCPenney, Cinemark, Sears	351,171	—	276,358	257,353	884,882	96.6		91.9
Lansing Mall	Lansing, MI	Macy's, Regal Cinema, JCPenney, Younkers	477,986	—	210,900	103,000	791,886	93.7		93.7
Mall St. Vincent	Shreveport, LA	Dillard's, Sears	194,152	—	—	348,000	542,152	87.7		83.5
Mt. Shasta Mall	Redding, CA	Macy's, JCPenney, Sears	188,558	—	130,444	202,594	521,596	99.1		86.2
North Plains Mall	Clovis, NM	Dillard's, JCPenney, Sears, Beall's	131,234	—	170,496	—	301,730	94.4		94.4
Pierre Bossier Mall	Bossier City, LA	Dillard's, JCPenney, Sears, Virginia College	265,365	—	59,156	288,328	612,849	84.6		84.6
Salisbury, The Centre at	Salisbury, MD	Macy's, Dick's, Regal Cinema, Boscov's, Sears	368,758	—	272,304	140,000	781,062	96.5		94.6
Sierra Vista, The Mall at	Sierra Vista, AZ	Dillard's, Cinemark, Sears	170,185	—	—	196,492	366,677	95.1		95.1
Sikes Senter	Wichita Falls, TX	Dillard's, Dillard's Men's and Home, JCPenney, At Home	293,031	—	374,690	—	667,721	88.2		85.8
Silver Lake Mall	Coeur D' Alene, ID	Macy's, JCPenney, Sears, Sports Authority	153,220	—	172,253	—	325,473	85.1		85.1
Southland Center	Taylor, MI	Macy's, Cinemark, JCPenney	371,567	—	215,787	292,377	879,731	97.0		96.1
Southland Mall	Hayward, CA	Macy's, JCPenney, Sears	573,637	—	347,032	292,000	1,212,669	93.8		92.6
Three Rivers Mall	Kelso, WA	JCPenney, Macy's, Sportsman's Warehouse, Regal Cinema	307,563	—	98,566	—	406,129	82.6		82.6
Turtle Creek, The Mall at	Jonesboro, AR	Dillard's, Target, JCPenney	366,993	—	—	364,199	731,192	95.1		91.2
Valley Hills Mall	Hickory, NC	Belk, Dillard's, JCPenney, Sears	316,741	—	—	611,516	928,257	88.5		91.1
Washington Park Mall	Bartlesville, OK	JCPenney, Dillard's, Sears	161,864	—	122,894	71,402	356,160	91.3		91.3
West Valley Mall	Tracy, CA	Macy's, Target, Cinemark, JCPenney, Sears	535,463	—	236,454	111,836	883,753	96.2		95.8
Westwood Mall	Jackson, MI	Wal-Mart, JCPenney, Younkers	143,943	—	70,500	301,188	515,631	87.3		87.3
White Mountain Mall	Rock Springs, WY	Herberger's, JCPenney	243,040	—	94,482	—	337,522	91.8		91.8
Total Operating Portfolio			9,544,786	33,181	5,012,901	5,212,254	19,803,122	92.0	%	90.4	%
Carlsbad, The Shoppes at	Carlsbad, CA	Macy's, JCPenney, Regal Cinema, 24 Hour Fitness, Sears	518,163	—	148,958	421,093	1,088,214	85.1		83.9
Gateway Mall	Springfield, OR	Kohl's, Sears, Target, Cabella's, Walmart Neighborhood Grocery, Cinemark	478,789	—	218,055	113,613	810,457	95.4		88.5
NewPark Mall	Newark, CA	Macy's, JCPenney, AMC, Burlington Coat, Sears	485,414	—	207,372	335,870	1,028,656	84.6		70.7
Spring Hill Mall	West Dundee, IL	Kohl's, Carson Pirie Scott, Macy's, Sears	417,076	—	134,148	547,432	1,098,656	83.4		72.1
Vista Ridge Mall	Lewisville, TX	Dillard's, JCPenney, Macy's, Cinemark, Sears	390,078	—	—	670,210	1,060,288	83.2		83.2
Redevelopment and special consideration assets			2,289,520	—	708,533	2,088,218	5,086,271	86.5	%	80.1	%
Total Rouse Portfolio			11,834,306	33,181	5,721,434	7,300,472	24,889,393	90.9	%	88.5	%

⁽¹⁾ All properties are 100% owned by Rouse Properties Inc., and subsidiaries with the exception of The Mall at Barnes Crossing of which Rouse owns a 52.8% controlling interest.



Q4 2015 Supplemental Package		17

Portfolio Operating Metrics

Lease Expiration Schedule ⁽¹⁾

As of December 31, 2015



Year	Number of Expiring Leases	Expiring GLA	Expiring Rates ($ psf) ⁽²⁾		Percent of Total Gross Rent
Specialty Leasing ⁽³⁾	501	1,181,385	$	13.70
Permanent Leasing
2015 and prior	19	46,578	66.12		1.05	%
2016	392	1,128,717	34.16		13.15	%
2017	395	1,242,949	33.84		14.34	%
2018	246	1,024,926	35.69		12.47	%
2019	152	716,891	32.84		8.03	%
2020	146	621,549	29.32		6.21	%
2021	104	693,121	24.93		5.87	%
2022	92	481,824	28.86		4.74	%
2023	87	438,017	33.25		4.97	%
2024	93	663,038	23.06		5.21	%
2025	119	853,020	28.27		8.22	%
2026	82	624,115	28.40		6.04	%
2027 and thereafter	47	1,040,232	27.24		9.70	%
Total Permanent Leasing	1,974	9,574,977	$	30.65	100.00	%
Total Leasing	2,475	10,756,362

⁽¹⁾ Represents contractual obligations for space in regional malls and excludes traditional anchor stores.

⁽²⁾ Excluded from the Expiring Rates are freestanding spaces, kiosks and leases paying percent rent in lieu of base minimum rent.

⁽³⁾ Includes Specialty Leasing license agreements with terms in excess of 12 months.



Q4 2015 Supplemental Package		18

Portfolio Operating Metrics

Top Ten Tenants

As of December 31, 2015



				Locations
Retail Portfolio	Primary DBA	Percent of Minimum Rent, Tenant Recoveries and Other ⁽¹⁾	Square Footage (000's)	Total	Rouse Owned
L Brands, Inc.	Bath & Body Works, Victoria's Secret, White Barn Candle Co.	4.3%	276	65	65
Foot Locker, Inc.	Champs Sports, Footaction USA,Foot Locker, Kids Foot Locker, Lady Foot Locker	3.5	228	55	55
Signet Jewelers Limited	Belden Jewelers, JB Robinson Jewelers, Kay Jewelers, Osterman Jewelers, Weisfields Jewelers, Zales, Gordon's ,Piercing Pagoda	3.3	91	70	70
JCPenney Company, Inc.	JCPenney	2.6	2,798	29	18⁽²⁾
Cinemark USA, Inc.	Cinemark, Movies	2.1	356	8	8
Sears Holdings Corporation	Sears	2.0	3,073	24	12
American Eagle Outfitters, Inc.	Aerie, American Eagle Outfitters	1.7	110	19	19
Genesco Inc.	Hat Shack, Hat World, Journey's, Lids, Lids Locker Room, Underground Station	1.7	86	59	59
Ascena Retail Group, Inc.	Ann Taylor, Loft, Dressbarn, Justice, Limited Too, Maurices, Lane Bryant	1.7	214	43	43
Macy's, Inc.	Macy's	1.7	2,360	18	5
Totals		24.6%	9,592	390	354

⁽¹⁾ Represents the trailing twelve months of minimum rent, tenant recoveries and other.

⁽²⁾ Does not include three locations in which Rouse owns the land which is ground leased to JCPenney.



Q4 2015 Supplemental Package		19

Portfolio Operating Metrics

Leasing Activity

As of December 31, 2015



	TOTAL LEASING ACTIVITY ⁽¹⁾
New Leases	Number of Leases	Square Feet	Term	Initial Inline Rent PSF ⁽²⁾	Initial Freestanding Rent PSF	Average Inline Rent PSF	Average Freestanding Rent PSF
Under 10,000 sq. ft.	40	145,403	9.8	$35.12	$40.81	$43.08	$43.43
Over 10,000 sq. ft.	2	84,604	10.5	15.24	—	16.09	—
Total New Leases	42	230,007	10.1	27.52	40.81	32.76	43.43

Renewal Leases
Under 10,000 sq. ft.	73	211,027	2.9	$30.28	$16.47	$31.34	$16.47
Over 10,000 sq. ft.	4	122,625	6.4	9.29	—	9.52	—
Total Renewal Leases	77	333,652	4.2	22.43	16.47	23.18	16.47

Sub-Total	119	563,659	6.6	24.48	31.25	27.04	32.84

Percent in Lieu	27	84,228	n.a	n.a	n.a	n.a	n.a

Total Q4 2015	146	647,887	6.6	$24.48	$31.25	$27.04	$32.84
Total Q3 2015	103	531,892
Total Q2 2015	100	605,817
Total Q1 2015	115	456,779
Total 2015	464	2,242,375



	SUITE TO SUITE - NEW & RENEWAL LEASE SPREAD ⁽⁴⁾
										Initial Rent Spread		Average Rent Spread
	Number of Leases	Square Feet	Term	Initial Rent PSF ⁽²⁾		Average Rent PSF ⁽³⁾		Expiring Rent PSF ⁽⁵⁾		$	%	$	%
Total Q4 2015	69	240,453	5.2	$	30.06	$	32.19	$	26.16	$3.90	14.9%	$6.03	23.1%

Total YTD 2015	250	1,037,945	4.5	$	27.15	$	28.75	$	24.18	$2.96	12.3%	$4.57	18.9%

⁽¹⁾ Excluding anchors and specialty leasing.

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

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

⁽⁴⁾ Excluding anchors, percent in lieu, and specialty leasing.

⁽⁵⁾ Represents expiring rent at end of lease consisting of base minimum rent, common area costs, and real estate taxes.



Q4 2015 Supplemental Package		20

Glossary of Terms



Anchor/Traditional Anchor	Department stores and discount department stores in traditional anchor spaces whose merchandise appeals to a broad range of shoppers or spaces which are greater than 70,000 square feet.
Average Rent	Represents average rent over the term consisting of base minimum rent, common area costs, and real estate taxes.
Average Rent Spread	Dollar spread between Average Rent and Expiring Rent.
Expiring Rent	Represents rent at the end of the lease consisting of base minimum rent, common area costs, and real estate taxes.
Freestanding	Outparcel retail locations (locations that are not attached to the primary complex of buildings that comprise a shopping center). Excludes anchor stores.
Gross Leasable Area (GLA)	Total gross leasable space at 100%.
In-Place Rent	Weighted average rental rate of mall stores as of a point in time. Rent is presented on a cash basis and consists of base minimum rent, common area costs, and real estate taxes.
Initial Rent	Represents initial rent at the beginning of the term consisting of base minimum rent, common area costs, and real estate taxes.
Initial Rent Spread	Dollar spread between Initial Rent and Expiring Rent.
Leased Area	Leased area represents the sum of: (1) tenant occupied space lease and (2) all leases signed for currently vacant space and (3) tenants no longer occupying space, but still paying rent for all inline mall shop and freestanding retail locations, excluding anchors (Leased Area). Leased percentage is the Leased Area over the mall and Freestanding Area.
Mall	All mall shop locations exclude anchor and freestanding stores.
Occupancy Cost	Ratio of total tenant charges (rent and reimbursement of common area charges, real estate tax and insurance) to comparative sales for tenants less than 10,000 square feet.
Occupied Area	Occupied area represents the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but still paying rent for all inline mall shop and freestanding retail locations, excluding anchors (Occupied Area). Occupied percentage is the Occupied Area over the Mall and Freestanding Area.
Operating Portfolio	Portfolio excluding properties undergoing substantial redevelopment and special consideration properties.
Specialty Leasing	Temporary tenants typically on license agreements with terms in excess of twelve months and are generally cancellable by the Company with notice ranging from 30-90 days.
Tenant Sales	Rolling twelve month sales for mall and freestanding stores less than 10,000 square feet for those tenants reporting.