EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

6 Months Ended

Jun. 30, 2012

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

NOTE 9EQUITY AND  REDEEMABLE NONCONTROLLING INTERESTS

Noncontrolling Interests

The minority interests related to our common and preferred Operating Partnership units are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets, presented at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their fair value as of each measurement date.  The common redeemable noncontrolling interests have been presented at fair value for all periods presented.  One tranche of preferred redeemable noncontrolling interests has been presented at fair value, while the other tranches of preferred redeemable noncontrolling interests have been presented at carrying value plus allocated loss and other comprehensive income (loss)  as of June 30, 2012.  All preferred redeemable noncontrolling interest have been presented at carrying value plus allocated loss and other comprehensive income (loss) as of December 31, 2011.  The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in our Consolidated Balance Sheets.  Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net loss attributable to common stockholders.

Generally, the holders of the Common Units share in any distributions by the Operating Partnership with our common stockholders.  However, the Operating Partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax.  Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions.  As a result, the common stock dividends paid in 2011 modified the conversion rate to 1.0397624.  The aggregate amount of cash that would have been paid to the holders of the outstanding Common Units as of June 30, 2012 if such holders had requested redemption of the Common Units as of June 30, 2012, and all such Common Units were redeemed or purchased pursuant to the rights associated with such Common Units for cash, would have been $123.1 million.

The Operating Partnership issued Convertible Preferred Units, which are convertible, with certain restrictions, at any time by the holder into Common Units of the Operating Partnership at the rates below (subject to adjustment).  The Common Units are convertible into common stock at a one to one ratio at the current stock price.  The convertible preferred units are carried at the greater of contractual redemption value or fair value (based on current stock price).

The holders of both the preferred units and the Common Units received shares of the common stock of RPI as a result of the spin-off that occurred on January 12, 2012.

	Number of Common Units for each  Preferred Unit	Number of  Contractual  Convertible  Preferred Units  Outstanding as of June 30, 2012	Converted Basis to Common Units Outstanding as of June 30, 2012	Conversion Price		Redemption Value
Series B (1)	3.000	1,279,715	3,991,799	$	16.6667	$	72,211,647
Series D	1.508	532,750	803,498	33.1519		26,637,477
Series E	1.298	502,658	652,633	38.5100		25,132,889
Series C	1.000	20,000	20,000	250.0000		5,000,000
						$	128,982,013

(1)  The conversion price of Series B preferred units is lower than the GGP June 29, 2012 closing common stock price of $18.09.  Therefore, a conversion price of $18.09 is used to calculate the Series B redemption value.

The following table reflects the activity of the redeemable noncontrolling interests for the six months ended June 30, 2012 and 2011.

Balance at January 1, 2011	$	232,364
Net loss	(1,424		)
Distributions	(1,378		)
Cash redemption of operating partnership units	(4,202		)
Other comprehensive income	310
Adjustment for noncontrolling interests in Operating Partnership	10,085
Balance at June 30, 2011	$	235,755
Balance at January 1, 2012	$	223,795
Net loss	(2,150		)
Distributions	(1,372		)
Dividend for RPI Spin-off	3,137
Other comprehensive income	(238		)
Adjustment for noncontrolling interests in Operating Partnership	28,955
Balance at June 30, 2012	$	252,127

Common Stock Dividend and Purchase of Common Stock

On May 1, 2012, our Board of Directors declared a second quarter common stock dividend of $0.10 per share payable on July 30, 2012 to stockholders of record on July 16, 2012.

On February 27, 2012 we declared a quarterly stock dividend of $0.10 per share, which was paid on April 30, 2012, to stockholders of record on April 16, 2012.

On December 20, 2011, the Board of Directors approved the distribution of RPI in the form of a special dividend for which GGP shareholders were entitled to receive approximately 0.0375 shares of RPI common stock for each share of GGP common stock held as of December 30, 2011.  RPI’s net equity was recorded as of December 31, 2011 as a dividend payable as substantive conditions for the spin-off were met as of December 31, 2011 and it was probable that the spin-off would occur.  On January 12, 2012, we distributed our shares in RPI to the GGP shareholders of record as of the close of business on December 30, 2011.  As of December 31, 2011, we had recorded a distribution payable of $526.3 million and a related decrease in retained earnings (accumulated deficit), of which $426.7 million relates to the special dividend, on our Consolidated Balance Sheet.  This special dividend satisfied part of our 2011 and 2012 REIT distribution requirements.  We adjusted the distribution in retained earnings (accumulated deficit) by $26.0 million to reflect the net change in RPI’s net assets as of the date of the spin-off as compared to the balance recorded at December 31, 2011.

We implemented our Dividend Reinvestment Plan (“DRIP”) in March 2011.  The DRIP provides eligible holders of GGP’s common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares of common stock.  Eligible stockholders who enroll in the DRIP on or before the fourth business day preceding the record date for a dividend payment will be able to have that dividend reinvested.  As a result of the DRIP elections, 2,582,327 shares were issued during the six months ended June 30, 2012.  No shares were issued during the six months ended June 30, 2011.