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WARRANTS (Tables)

3 Months Ended

Mar. 31, 2013

Warrant Holder	Number of Warrants	Initial Exercise Price
Brookfield Investor	57,500,000	$	10.75
Blackstone - B (2)	2,500,000	10.75
Fairholme (2)	41,070,000	10.50
Pershing Square (1)	16,430,000	10.50
Blackstone - A (2)	2,500,000	10.50
	120,000,000

(1) On December 31, 2012, the Pershing Square warrants were purchased by the Brookfield Investor.

(2) On January 28, 2013, the Fairholme and Blackstone A and B warrants were purchased by GGP.

Schedule of shares issuable upon exercise of the outstanding GGP warrants

		Exercise Price
Record Date	Issuable Shares	Brookfield Investor and Blackstone - B (2)	Fairholme, Pershing Square and Blackstone - A (1) (2)
April 16, 2012	132,372,000	9.75	9.52
July 16, 2012	133,116,000	9.69	9.47
October 15, 2012	133,884,000	9.64	9.41
December 14, 2012	134,640,000	9.58	9.36

(1) On December 31, 2012, the Pershing Square warrants were purchased by the Brookfield Investor.

(2) On January 28, 2013, the Fairholme and Blackstone A and B warrants were purchased by GGP.

Schedule of change in fair value

	Three Months Ended March 31,
	2013			2012
Balance as of January 1,	$	1,488,196		$	985,962
Warrant liability adjustment	40,546			143,112
Purchase of warrants by GGPLP	(633,229		)	—
Reclassification to equity	(895,513		)	—
Balance as of March 31,	$	—		$	1,129,074

Schedule of estimated fair value of Warrants and significant observable and unobservable inputs used in valuation

	March 28, 2013		December 31, 2012
Fair value of Warrants	$	895,513	$	1,488,196

Observable Inputs
GGP stock price per share	$	19.88	$	19.85
Warrant term	4.62		4.86

Unobservable Inputs
Expected volatility	30%		33%
Range of values considered	(15% - 65)%		(20% - 65)%

Discount for lack of marketability	3%		3%
Range of values considered	(3% - 7)%		(3% - 7)%

- Definition

Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.

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- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

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