10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2015

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

For the Transition Period fromto

COMMISSION FILE NUMBER 1-34948

GENERAL GROWTH PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-2963337
(State or other jurisdiction of	(I.R.S. Employer
incorporating or organization)	Identification Number)

110 N. Wacker Dr., Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

(312) 960-5000

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

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

Indicate by checkmark whether the Registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  ýYes  o No

The number of shares of Common Stock, $.01 par value, outstanding on August 4, 2015 was 885,656,505.

GENERAL GROWTH PROPERTIES, INC.

INDEX

			PAGE NUMBER
Part I	FINANCIAL INFORMATION
	Item 1: Consolidated Financial Statements (Unaudited)
		Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014	3
		Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014	4
		Consolidated Statements of Equity for the six months ended June 30, 2015 and 2014	6
		Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014	8
		Notes to Consolidated Financial Statements (Unaudited)	10
		Note 1: Organization	10
		Note 2: Summary of Significant Accounting Policies	10
		Note 3: Acquisitions, Sales and Joint Venture Activity	15
		Note 4: Discontinued Operations and Gains on Dispositions of Operating Properties	16
		Note 5: Fair Value	17
		Note 6: Unconsolidated Real Estate Affiliates	18
		Note 7: Mortgages, Notes and Loans Payable	20
		Note 8: Income Taxes	22
		Note 9: Warrants	22
		Note 10: Equity and Redeemable Noncontrolling Interests	23
		Note 11: Earnings Per Share	25
		Note 12: Stock-Based Compensation Plans	27
		Note 13: Accounts and Notes Receivable, net	28
		Note 14: Prepaid Expenses and Other Assets	28
		Note 15: Accounts Payable and Accrued Expenses	29
		Note 16: Litigation	30
		Note 17: Commitments and Contingencies	30
		Note 18: Subsequent Events	31
	Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations		32
		Liquidity and Capital Resources	36
	Item 3: Quantitative and Qualitative Disclosures about Market Risk		46
	Item 4: Controls and Procedures		46
Part II	OTHER INFORMATION
	Item 1: Legal Proceedings		47
	Item 1A: Risk Factors		47
	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		47
	Item 3: Defaults Upon Senior Securities		47
	Item 4: Mine Safety Disclosures		47
	Item 5: Other Information		47
	Item 6: Exhibits		47
	SIGNATURE		49
	EXHIBIT INDEX		50

2

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30, 2015			December 31, 2014
	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	3,639,215		$	4,244,607
Buildings and equipment	16,230,577			18,028,844
Less accumulated depreciation	(2,252,254		)	(2,280,845		)
Construction in progress	383,399			703,859
Net property and equipment	18,000,937			20,696,465
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,488,329			2,604,762
Net investment in real estate	21,489,266			23,301,227
Cash and cash equivalents	175,393			372,471
Accounts and notes receivable, net	823,704			663,768
Deferred expenses, net	172,940			184,491
Prepaid expenses and other assets	914,927			813,777
Total assets	$	23,576,230		$	25,335,734
Liabilities:
Mortgages, notes and loans payable	$	13,756,412		$	15,998,289
Investment in Unconsolidated Real Estate Affiliates	36,721			35,598
Accounts payable and accrued expenses	719,545			934,897
Dividend payable	157,901			154,694
Deferred tax liabilities	9,443			21,240
Junior subordinated notes	206,200			206,200
Total liabilities	14,886,222			17,350,918
Redeemable noncontrolling interests:
Preferred	153,339			164,031
Common	123,028			135,265
Total redeemable noncontrolling interests	276,367			299,296
Commitments and Contingencies	—			—
Equity:
Common stock:
11,000,000,000 shares authorized, $0.01 par value, 969,726,994 issued, 885,648,409 outstanding as of June 30, 2015, and 968,340,597 issued, 884,912,012 outstanding as of December 31, 2014	9,422			9,409
Preferred Stock:
500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014	242,042			242,042
Additional paid-in capital	11,408,288			11,351,625
Retained earnings (accumulated deficit)	(2,075,319		)	(2,822,740		)
Accumulated other comprehensive loss	(66,352		)	(51,753		)
Common stock in treasury, at cost, 56,619,390 shares as of June 30, 2015 and 55,969,390 shares as of December 31, 2014	(1,139,566		)	(1,122,664		)
Total stockholders’ equity	8,378,515			7,605,919
Noncontrolling interests in consolidated real estate affiliates	27,776			79,601
Noncontrolling interest related to long-term incentive plan common units	7,350			—
Total equity	8,413,641			7,685,520
Total liabilities, redeemable noncontrolling interests and equity	$	23,576,230		$	25,335,734

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

3

GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(Dollars in thousands, except per share amounts)
Revenues:
Minimum rents	$	361,556		$	385,011		$	735,669		$	774,263
Tenant recoveries	168,043			185,064			345,525			366,530
Overage rents	3,485			5,388			12,300			15,209
Management fees and other corporate revenues	26,731			17,717			45,817			34,403
Other	20,166			18,715			34,814			44,373
Total revenues	579,981			611,895			1,174,125			1,234,778
Expenses:
Real estate taxes	56,496			58,342			112,483			115,258
Property maintenance costs	12,903			14,135			32,784			35,559
Marketing	3,710			4,960			8,418			10,764
Other property operating costs	72,471			81,937			148,767			167,603
Provision for doubtful accounts	1,306			2,713			4,577			4,855
Property management and other costs	40,369			40,013			83,162			84,963
General and administrative	12,322			28,232			24,769			39,831
Depreciation and amortization	152,849			175,213			328,797			346,690
Total expenses	352,426			405,545			743,757			805,523
Operating income	227,555			206,350			430,368			429,255
Interest and dividend income	12,843			4,856			21,664			11,265
Interest expense	(142,747		)	(175,118		)	(315,398		)	(354,164		)
Gain (loss) on foreign currency	1,463			3,772			(21,448		)	8,955
Gain from changes in control of investment properties and other	17,768			—			609,013			—
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests	116,882			39,860			724,199			95,311
(Provision for) benefit from income taxes	(74		)	(3,944		)	11,085			(7,636		)
Equity in income of Unconsolidated Real Estate Affiliates	13,278			19,320			24,530			26,477
Unconsolidated Real Estate Affiliates - gain on investment	297,767			—			309,787			—
Income from continuing operations	427,853			55,236			1,069,601			114,152
Discontinued operations	—			121,853			—			194,825
Net income	427,853			177,089			1,069,601			308,977
Allocation to noncontrolling interests	(5,913		)	(3,365		)	(12,932		)	(7,217		)
Net income attributable to General Growth Properties, Inc.	421,940			173,724			1,056,669			301,760
Preferred Stock dividends	(3,984		)	(3,984		)	(7,968		)	(7,968		)
Net income attributable to common stockholders	$	417,956		$	169,740		$	1,048,701		$	293,792
Basic Earnings Per Share:
Continuing operations	$	0.47		$	0.06		$	1.18		$	0.11
Discontinued operations	—			0.14			—			0.22
Total basic earnings per share	$	0.47		$	0.20		$	1.18		$	0.33
Diluted Earnings Per Share:
Continuing operations	$	0.44		$	0.05		$	1.10		$	0.11
Discontinued operations	—			0.13			—			0.20
Total diluted earnings per share	$	0.44		$	0.18		$	1.10		$	0.31
Dividends declared per share	$	0.17		$	0.15		$	0.34		$	0.30
Comprehensive Income, Net:
Net income	$	427,853		$	177,089		$	1,069,601		$	308,977
Other comprehensive income (loss)

4

GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Net unrealized gains (losses) on financial instruments	21			(33		)	—			(33		)
Foreign currency translation	2,912			3,194			(14,806		)	7,145
Other comprehensive income (loss)	2,933			3,161			(14,806		)	7,112
Comprehensive income	430,786			180,250			1,054,795			316,089
Comprehensive income allocated to noncontrolling interests	(5,935		)	(3,202		)	(12,725		)	(7,069		)
Comprehensive income attributable to General Growth Properties, Inc.	424,851			177,048			1,042,070			309,020
Preferred Stock dividends	(3,984		)	(3,984		)	(7,968		)	(7,968		)
Comprehensive income, net, attributable to common stockholders	$	420,867		$	173,064		$	1,034,102		$	301,052

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

5

GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
	Common Stock		Preferred Stock		Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated  Other Comprehensive Income (Loss)			Common Stock in Treasury			Noncontrolling Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units			Total Equity
	(Dollars in thousands, except for share amounts)
Balance at January 1, 2014	$	9,395	$	242,042	$	11,372,443		$	(2,915,723	)	$	(38,173	)	$	(566,863	)	$	82,142		$	8,185,263
Net income								301,760									1,115			302,875
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																	(2,224		)	(2,224		)
Restricted stock grants, net (31,112 common shares)	1				1,397															1,398
Employee stock purchase program (96,781 common shares)	1				1,970															1,971
Stock option grants, net of forfeitures (83,724 common shares)	1				13,600															13,601
Treasury stock purchases (27,624,282 common shares)														(555,801		)				(555,801		)
Cash dividends reinvested (DRIP) in stock (11,790 common shares)					252															252
Other comprehensive income											7,260									7,260
Cash distributions declared ($0.30 per share)								(266,168		)										(266,168		)
Cash distributions on Preferred Stock								(7,968		)										(7,968		)
Fair value adjustment for noncontrolling interest in Operating Partnership					(27,593		)													(27,593		)
Balance at June 30, 2014	$	9,398	$	242,042	$	11,362,069		$	(2,888,099	)	$	(30,913	)	$	(1,122,664	)	$	81,033		$	7,652,866
Balance at January 1, 2015	$	9,409	$	242,042	$	11,351,625		$	(2,822,740	)	$	(51,753	)	$	(1,122,664	)	$	79,601		$	7,685,520
Net income								1,056,669									2,746			1,059,415
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																	(52,778		)	(52,778		)
Long Term Incentive Plan Common Unit grants, net (1,665,896 LTIP Units)																	5,557			5,557
Restricted stock grants, net (231,926 common shares)	2		—		1,869															1,871
Employee stock purchase program (99,080 common shares)	1				2,226															2,227

6

GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
Stock option grants, net of forfeitures (1,046,515 common shares)	10				26,811													26,821
Treasury stock purchase (650,000 common shares)													(16,902		)			(16,902		)
Cash dividends reinvested (DRIP) in stock (8,876 common shares)	—		—		248													248
Other comprehensive loss										(14,599		)						(14,599		)
Cash distributions declared ($0.34 per share)							(301,280		)									(301,280		)
Cash distributions on Preferred Stock							(7,968		)									(7,968		)
Fair value adjustment for noncontrolling interest in Operating Partnership					25,509													25,509
Balance at June 30, 2015	$	9,422	$	242,042	$	11,408,288	$	(2,075,319	)	$	(66,352	)	$	(1,139,566	)	$	35,126	$	8,413,641

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

7

GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Six Months Ended June 30,
	2015			2014
	(Dollars in thousands)
Cash Flows provided by Operating Activities:
Net income	$	1,069,601		$	308,977
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(24,530		)	(26,477		)
Distributions received from Unconsolidated Real Estate Affiliates	19,533			19,224
Provision for doubtful accounts	4,577			4,910
Depreciation and amortization	328,797			352,454
Amortization/write-off of deferred finance costs	6,154			5,643
Accretion/write-off of debt market rate adjustments	13,221			12,648
Amortization of intangibles other than in-place leases	33,416			44,810
Straight-line rent amortization	(15,388		)	(25,317		)
Deferred income taxes	(16,111		)	3,570
Litigation loss	—			17,854
Gain on dispositions, net	(2,174		)	(122,154		)
Unconsolidated Real Estate Affiliates- gain on investments	(309,787		)	—
Gain from changes in control of investment properties and other	(609,013		)	—
Gain on extinguishment of debt	—			(66,680		)
Loss (gain) on foreign currency	21,448			(8,955		)
Net changes:
Accounts and notes receivable	(3,458		)	(618		)
Prepaid expenses and other assets	16,580			25,750
Deferred expenses	(22,340		)	(4,206		)
Restricted cash	846			(2,593		)
Accounts payable and accrued expenses	(42,500		)	(8,203		)
Other, net	16,623			13,627
Net cash provided by operating activities	485,495			544,264
Cash Flows provided by (used in) Investing Activities:
Acquisition of real estate and property additions	(341,365		)	(160,207		)
Development of real estate and property improvements	(335,769		)	(272,719		)
Contributions to Unconsolidated Real Estate Affiliates	(77,306		)	(81,617		)
Proceeds from sales of investment properties	1,055,881			206,346
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	101,399			44,961
Loans to joint venture partners	(211,239		)	(87,379		)
Decrease in restricted cash	869			2,635
Net cash provided by (used in) investing activities	192,470			(347,980		)
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	832,440			1,751,346
Principal payments on mortgages, notes and loans payable	(1,369,192		)	(1,448,244		)
Deferred finance costs	(2,138		)	(10,176		)
Treasury stock purchases	—			(555,801		)
Distributions to noncontrolling interests in consolidated real estate affiliates	(52,778		)	(2,225		)
Cash distributions paid to common stockholders	(301,043		)	(260,126		)
Cash distributions paid to Preferred Stockholders	(7,968		)	(7,968		)
Cash redemptions paid to holders of common units	(713		)	—
Other, net	26,349			1,646
Net cash used in financing activities	(875,043		)	(531,548		)
Net change in cash and cash equivalents	(197,078		)	(335,264		)
Cash and cash equivalents at beginning of period	372,471			577,271
Cash and cash equivalents at end of period	$	175,393		$	242,007

8

GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (UNAUDITED)
	Six Months Ended June 30,
	2015			2014
	(Dollars in thousands)
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	310,756		$	344,398
Interest capitalized	7,063			8,543
Income taxes paid	6,291			2,934
Accrued capital expenditures included in accounts payable and accrued expenses	94,429			63,178
Non-Cash acquisition of Treasury Shares
Liabilities	(16,902		)	—
Equity	16,902			—
Non-Cash Sale of Property
Assets	—			21,426
Liabilities and equity	—			(21,426		)
Non-Cash Sale of Ala Moana (Refer to Note 3)

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

9

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 1    ORGANIZATION

Readers of this Quarterly Report should refer to the Company’s (as defined below) audited consolidated financial statements for the year ended December 31, 2014 which are included in the Company’s Annual Report on Form 10-K (our “Annual Report”) for the fiscal year ended December 31, 2014 (Commission File No. 1-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

General

General Growth Properties, Inc. (“GGP” or the “Company”), a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a “REIT”. In these notes, the terms “we,” “us” and “our” refer to GGP and its subsidiaries.

GGP, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of June 30, 2015, we are the owner, either entirely or with joint venture partners, of 131 retail properties.

Substantially all of our business is conducted through GGP Operating Partnership, LP (“GGPOP”), GGP Nimbus, LP (“GGPN”) and GGP Limited Partnership (“GGPLP”, and together with GGPN, the “Operating Partnerships"), subsidiaries of GGP. The Operating Partnerships own an interest in the properties that are part of the consolidated financial statements of GGP. As of June 30, 2015, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units and LTIP Units as defined below) of the Operating Partnerships, while the remaining 1% is held by limited partners and certain previous contributors of properties to the Operating Partnerships or their predecessors.

GGPOP is the general partner of, and owns a 1.5% equity interest in, each Operating Partnership. GGPOP has common units of limited partnership (“Common Units”), which are redeemable for cash or, at our option, shares of GGP common stock. It also has preferred units of limited partnership interest (“Preferred Units”), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock (Note 10). GGPOP has full value long term incentive plan units and appreciation only long term incentive plan units (collectively “LTIP Units”), which are redeemable for cash or, at our option, shares of GGP common stock (Note 12).

In addition to holding ownership interests in various joint ventures, the Operating Partnerships generally conduct their operations through General Growth Management, Inc. (“GGMI”), General Growth Services, Inc. (“GGSI”), and GGP REIT Services, LLC (“GGPRS”). GGMI and GGSI are taxable REIT subsidiaries (“TRS”s), which provide management, leasing, tenant coordination, business development, marketing, strategic partnership and other services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties, as defined below. GGSI also serves as a contractor to GGMI for these services. GGPRS generally provides financial, accounting, tax, legal, development, and other services to our Consolidated Properties.

We refer to our ownership interests in properties in which we own a majority or controlling interest and are consolidated under accounting principles generally accepted in the United States of America (“GAAP”) as the “Consolidated Properties.” We also own interests in certain properties through joint venture entities in which we own a noncontrolling interest (“Unconsolidated Real Estate Affiliates”) and we refer to those properties as the “Unconsolidated Properties.”

NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in

10

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated.

We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our 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. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type. Our operating properties have similar economic characteristics and provide similar products and services to our tenants.There are no individual operating segments that are greater than 10% of combined revenue, Company NOI, or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company’s operating properties are aggregated into a single reportable segment.

Properties

Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets.

Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below).

We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 20 - 45 years.

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

	Years
Buildings and improvements	10 - 45
Equipment and fixtures	3 - 20
Tenant improvements	Shorter of useful life or applicable lease term

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships.

Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term.

11

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.

	Gross Asset		Accumulated Amortization			Net Carrying Amount
As of June 30, 2015
Tenant leases:
In-place value	$	450,625	$	(271,229	)	$	179,396
As of December 31, 2014
Tenant leases:
In-place value	$	608,840	$	(362,531	)	$	246,309

The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets (Note 14). The below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our Income from continuing operations:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Amortization/accretion effect on continuing operations	$	(29,007	)	$	(52,931	)	$	(77,887	)	$	(105,020	)

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2015 Remaining	$	54,680
2016	92,460
2017	69,282
2018	44,731
2019	26,427

Revenue Recognition and Related Matters

Minimum rents are recognized on a straight-line basis over the terms of the related operating leases, including the effect of any free rent periods. Minimum rents also include lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as, accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the Effective Date.

Overage rent is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount and is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.

Tenant recoveries are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred.

Real estate sales are recognized whenever (1) a sale is consummated, (2) the buyer has demonstrated an adequate commitment to pay for the property, (3) the Company’s receivable is not subject to future subordination, and (4) the Company has transferred to the buyer the risks and rewards of ownership and does not have continuing involvement. Unless all conditions are met, recognition of all or a portion of the profit shall be postponed.

12

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

We provide 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.

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 6. The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Management fees from affiliates	$	26,731		$	17,717		$	45,817		$	34,403
Management fee expense	(7,651		)	(6,560		)	(14,927		)	(13,250		)
Net management fees from affiliates	$	19,080		$	11,157		$	30,890		$	21,153

Impairment

Operating properties

We regularly review our consolidated properties 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 operating income, significant decreases in occupancy percentage, debt maturities and management’s intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, 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 property 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 group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

Although we may market a property for sale, there can be no assurance that the transaction will occur until the sale is finalized. However, GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

Impairment charges are recorded in the Consolidated Statements of Comprehensive Income when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition.

No provisions for impairment were recognized for the three and six months ended June 30, 2015 and 2014.

13

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and six months ended June 30, 2015 and 2014.

Fair Value Measurements (Note 5)

The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets;

• Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

Recently Issued Accounting Pronouncements

Effective January 1, 2015 the definition of discontinued operations has been revised to limit what qualifies for this classification and presentation to disposals of components of a company that represent strategic shifts that have (or will have) a major effect on the company’s operations and financial results. Required expanded disclosures for disposals or disposal groups that qualify for discontinued operations are intended to provide users of financial statements with enhanced information about the assets, liabilities, revenues and expenses of such discontinued operations. In addition, in accordance with this pronouncement, companies are required to disclose the pretax profit or loss of an individually significant component that does not qualify for discontinued operations treatment. Pursuant to its terms, we have adopted this pronouncement effective January 1, 2015. This definition has been applied prospectively and is anticipated to substantially reduce the number of transactions, going forward, that qualify for discontinued operations as compared to historical results. (See Note 4).

Effective January 1, 2016, companies will be required to present debt issuance costs related to a recognized debt liability (excluding revolving credit facility) as a direct deduction from the carrying amount of that debt liability on the balance sheet. The recognition and measurement guidance for debt issuance costs will not be affected. The adoption of this pronouncement will result in the reclassification of unamortized capitalized loan fees from other assets to a direct reduction of the Company’s indebtedness on the consolidated balance sheets.

Effective January 1, 2018, companies will be required to apply a five-step model in accounting for revenue arising from contracts with customers. The core principle of the revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this pronouncement. The new standard can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements.

14

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

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, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

NOTE 3        ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

On April 27, 2015, we sold the office portion of 200 Lafayette in New York, New York for a gross purchase price of approximately $124.5 million. This transaction resulted in a gain on sale of $11.9 million recognized in gain from changes in control of investment properties and other on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015.

On April 17, 2015, we and our joint venture partners acquired the Crown Building located at 730 Fifth Avenue in New York, New York for a purchase price of $1.78 billion, which was funded with $1.25 billion of secured debt. We have an effective 50% interest in the retail portion of the property. GGP and Jeff Sutton will own, redevelop, lease and manage the retail portion of the property which is $1.30 billion of the purchase price. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower which is $475.0 million of the purchase price. The office tower will be redeveloped into luxury residential condominiums. Our share of the retail property purchase price is $650.0 million, and our share of the equity is $208.5 million. In connection with the acquisition, we provided $204.3 million in loans to our joint venture partners.

On April 1, 2015 we acquired a 50% interest in a joint venture to own 85 Fifth Avenue in New York, New York. The total purchase price was $86.0 million which was funded with $60.0 million of secured debt. GGP’s share of the equity is $14.0 million. In connection with the acquisition, we provided a $7.0 million loan to our joint venture partner.

On March 31, 2015, we acquired a 50% interest in a joint venture with Sears Holdings Corporation that owns anchor pads and in-place leases at 12 stores located at our properties for approximately $165.0 million. We recorded the investment in the joint venture for approximately $164.5 million ($165.0 million net of prorations and acquisition costs) to investment in and loans to/from Unconsolidated Real Estate Affiliates on our Consolidated Balance Sheet as of March 31, 2015. We have also committed to invest $33.3 million in a new REIT formed by Sears Holdings Corporation (Note 18).

We account for the interests in the Crown, 85 Fifth, and Sears joint ventures under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights.

On February 27, 2015, we sold a 25% interest in Ala Moana Center in Honolulu, Hawaii for net proceeds of $907.0 million. We received $670.0 million at closing and will receive the remaining proceeds of $237.0 million in late 2016 upon completion of the redevelopment and expansion. Subsequently on April 10, 2015, we sold an additional 12.5% interest in Ala Moana Center for net proceeds of $453.5 million to another joint venture partner. We received $335.0 million at closing and will receive the remaining proceeds of $118.5 million in late 2016 upon completion of the redevelopment and expansion. As a result, our joint venture partners received a combined 37.5% economic interest in the joint venture.

Upon sale of the 25% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $584.4 million gain on change in control of investment properties and other as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the six months ended June 30, 2015, we recognized an additional $12.8 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through June 30, 2015. We will recognize an additional $51.4 million gain on change of control of investment properties and other through substantial completion of construction. In total, we recorded a gain from change in control of investment properties

15

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

and other of $6.0 million and $597.2 million on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015, respectively, as a result of this transaction.

Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the six months ended June 30, 2015, we recognized an additional $1.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through June 30, 2015. We will recognize an additional $25.6 million gain in Unconsolidated Real Estate Affiliates - gain on investment through substantial completion of construction. In total, we recorded a gain in Unconsolidated Real Estate Affiliates - gain on investment of $297.8 million on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 as a result of this transaction.

We account for the 62.5% interest in the joint venture that holds Ala Moana Center under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis.

The table below summarizes the gain calculation ($ in millions) for the 25% and 12.5% interests sold:

Gain on Sale of Interests in Ala Moana Center	25.0%			12.5%
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)	$	900.2		$	451.0
Joint venture partner share of debt	462.5			231.3
Total consideration	1,362.7			682.3
Less: JV partner proportionate share of investment in Ala Moana Center and estimated development costs	(714.1		)	(358.9		)
Total gain from changes in control of investment properties and other	648.6			—
Total Unconsolidated Real Estate Affiliates - gain on investment	—			323.4
Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing	584.4			295.9
Gain attributable to post-sale development activities through June 30, 2015	12.8			1.9
Estimated future gain from changes in control of investment properties and other	51.4			—
Estimated future Unconsolidated Real Estate Affiliates - gain on investment	$	—		$	25.6

NOTE 4DISCONTINUED OPERATIONS AND GAINS ON DISPOSITIONS OF OPERATING PROPERTIES

In the first quarter of 2015, the Company adopted Accounting Standards Update (ASU) No. 2014-08, "Reporting Discontinued operations and Disclosures of Disposals of Components of an Entity" issued by the Financial Accounting Standards Board. ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity). The Company’s adoption of ASU No. 2014-08 resulted in a change in how the Company would record operating results and gains on sales of real estate. Any future sales would not be reflected within discontinued operations in the Company’s Consolidated Statements of Comprehensive Income.

The Company did not have any dispositions during the six months ended June 30, 2015 that qualified for discontinued operations presentation subsequent to its adoption of ASU No. 2014-08. The following table summarizes the operations of the properties included in discontinued operations for the three and six months ended June 30, 2014.

16

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,			Six Months Ended June 30,
	2014			2014
Retail and other revenue	$	8,436		$	18,489
Retail and other operating expenses	3,659			10,636
Operating income	4,777			7,853
Interest expense, net	(385		)	(1,862		)
Gains on dispositions	117,461			122,154
Net income from operations	121,853			128,145
Gain on debt extinguishment	—			66,680
Net income from discontinued operations	$	121,853		$	194,825

NOTE 5FAIR VALUE

Nonrecurring Fair Value of Operating Properties

We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.

Disclosure of Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management’s estimates of fair value are presented below for our debt as of June 30, 2015 and December 31, 2014.

	June 30, 2015				December 31, 2014
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value
Fixed-rate debt	$	11,760,966	$	12,203,737	$	13,606,936	$	14,211,247
Variable-rate debt	1,995,446		2,005,375		2,391,353		2,399,547
	$	13,756,412	$	14,209,112	$	15,998,289	$	16,610,794

(1) Includes market rate adjustments of $33.1 million and $19.9 million as of June 30, 2015 and December 31, 2014, respectively.

The fair value of our Junior Subordinated Notes approximates their carrying amount as of June 30, 2015 and December 31, 2014. We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation.

17

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 6UNCONSOLIDATED REAL ESTATE AFFILIATES

The following is summarized financial information for all of our Unconsolidated Real Estate Affiliates.

	June 30, 2015			December 31, 2014
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1)
Assets:
Land	$	1,749,919		$	1,152,485
Buildings and equipment	13,424,126			10,009,490
Less accumulated depreciation	(2,948,673		)	(2,591,347		)
Construction in progress	795,733			125,931
Net property and equipment	13,021,105			8,696,559
Investment in unconsolidated joint ventures	436,052			16,462
Net investment in real estate	13,457,157			8,713,021
Cash and cash equivalents	403,883			308,621
Accounts and notes receivable, net	223,182			203,511
Deferred expenses, net	364,387			281,835
Prepaid expenses and other assets	606,857			594,257
Total assets	$	15,055,466		$	10,101,245
Liabilities and Owners’ Equity:	\
Mortgages, notes and loans payable	$	10,715,342		$	7,945,828
Accounts payable, accrued expenses and other liabilities	618,319			418,995
Cumulative effect of foreign currency translation (“CFCT”)	(47,062		)	(35,238		)
Owners’ equity, excluding CFCT	3,768,867			1,771,660
Total liabilities and owners’ equity	$	15,055,466		$	10,101,245
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	3,721,805		$	1,736,422
Less: joint venture partners’ equity	(1,732,801		)	(861,515		)
Plus: excess investment/basis differences	1,462,604			1,694,257
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	3,451,608		$	2,569,164
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	$	3,488,329		$	2,604,762
Liability - Investment in Unconsolidated Real Estate Affiliates	(36,721		)	(35,598		)
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	3,451,608		$	2,569,164

(1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Ala Moana Center as of June 30, 2015 as the property was contributed into a joint venture during the first quarter of 2015.

18

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1)
Revenues:
Minimum rents	$	259,243		$	212,018		$	483,202		$	397,118
Tenant recoveries	110,654			87,246			208,679			174,592
Overage rents	5,517			4,244			11,668			9,098
Other	12,526			7,340			25,055			19,076
Total revenues	387,940			310,848			728,604			599,884
Expenses:
Real estate taxes	35,536			26,956			62,416			54,592
Property maintenance costs	10,348			8,210			23,003			19,803
Marketing	3,974			3,223			7,954			6,790
Other property operating costs	50,989			40,819			98,558			82,715
Provision for doubtful accounts	927			227			4,264			1,043
Property management and other costs (2)	15,641			13,955			30,894			28,122
General and administrative	12,407			5,326			13,521			5,810
Depreciation and amortization	99,991			76,901			193,913			152,527
Total expenses	229,813			175,617			434,523			351,402
Operating income	158,127			135,231			294,081			248,482
Interest income	1,609			1,301			3,563			2,848
Interest expense	(108,688		)	(73,325		)	(200,985		)	(146,010		)
Provision for income taxes	(159		)	(91		)	(364		)	(279		)
Equity in loss of unconsolidated joint ventures	(302		)	—			(482		)	—
Income from continuing operations	50,587			63,116			95,813			105,041
Net income from disposed investment	—			454			—			778
Allocation to noncontrolling interests	(8		)	(13		)	(17		)	(17		)
Net income attributable to the ventures	$	50,579		$	63,557		$	95,796		$	105,802
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	50,579		$	63,557		$	95,796		$	105,802
Joint venture partners’ share of income	(24,321		)	(34,011		)	(46,564		)	(58,224		)
Amortization of capital or basis differences	(12,980		)	(10,226		)	(24,702		)	(21,101		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,278		$	19,320		$	24,530		$	26,477

(1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Ala Moana Center subsequent to the formation of the joint venture on February 27, 2015.

(2) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI.

The Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures that are not consolidated. We hold interests in 27 domestic joint ventures, comprising 42 U.S. retail properties and two strip/other retail centers, and one joint venture in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method.

On January 29, 2015, we sold our interest in a joint venture that owns Trails Village, which resulted in our recognition of a gain of $12.0 million. The $12.0 million is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income.

On April 10, 2015, we sold a 12.5% interest in Ala Moana Center, which resulted in our recognition of a gain of $297.8 million (Note 3). The $297.8 million is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income.

19

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

To the extent that the Company contributes assets to a joint venture accounted for using the equity method, the Company’s investment in the joint venture is recorded at the Company’s cost basis in the assets that were contributed to the joint venture. The Company will recognize gains and losses on the contribution of its real estate to joint ventures, relating solely to the outside partner’s interest, to the extent the buyer is independent of the Company, the collection of the sales price is reasonably assured, and the Company will not be required to support the operations of the property or its related obligations to an extent greater than its proportionate interest.

Unconsolidated Mortgages, Notes and Loans Payable, and Retained Debt

Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $5.5 billion as of June 30, 2015 and $3.9 billion as of December 31, 2014, including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates (“Retained Debt”). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had retained debt of $88.6 million at one property as of June 30, 2015, and $89.3 million as of December 31, 2014. We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of June 30, 2015, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

NOTE 7MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows:

	June 30, 2015 (1)		Weighted-Average Interest Rate (2)		December 31, 2014 (3)		Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable (4)	$	11,757,565	4.45	%	$	13,600,337	4.52	%
Corporate and other unsecured loans	3,401		4.41	%	6,599		4.41	%
Total fixed-rate debt	11,760,966		4.45	%	13,606,936		4.52	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	1,995,446		2.00	%	2,291,353		2.00	%
Revolving credit facility	—		—		100,000		1.73	%
Total variable-rate debt	1,995,446		2.00	%	2,391,353		1.99	%
Total Mortgages, notes and loans payable	$	13,756,412	4.09	%	$	15,998,289	4.14	%
Junior subordinated notes	$	206,200	1.73	%	$	206,200	1.68	%

(1) Includes $33.1 million of market rate adjustments, net.

(2) Represents the weighted-average interest rates on our contractual principal balances.

(3) Includes $19.9 million of market rate adjustments, net.

(4) $100.0 million of the fixed-rate balance and $1.4 billion of the variable-rate balance is cross-collateralized.

Collateralized Mortgages, Notes and Loans Payable

As of June 30, 2015, $17.9 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.5 billion of debt, are cross-collateralized with other properties. Although a majority of the $13.8 billion of fixed and variable

20

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

rate collateralized mortgages, notes and loans payable are non-recourse, $1.7 billion of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans 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.

During the six months ended June 30, 2015, we refinanced consolidated mortgage notes totaling $570.0 million at two properties and generated net proceeds of $200.0 million. The prior loans totaling $370.0 million had a weighted-average term-to-maturity of 1.6 years, and a weighted-average interest rate of 5.8%. The new loans have a weighted-average term-to-maturity of 11.2 years, and a weighted-average interest rate of 3.7%. In addition, we paid down $594.3 million of consolidated mortgage notes at five properties. The prior loans had a weighted-average term-to-maturity of 1.5 years, and a weighted-average interest rate of 5.3%.

Corporate and Other Unsecured Loans

We have certain unsecured debt obligations, the terms of which are described below:

	June 30, 2015 (2)		Weighted-Average Interest Rate		December 31, 2014 (2)		Weighted-Average Interest Rate
Unsecured debt:
HHC Note (1)	$	3,404	4.41	%	$	6,735	4.41	%
Revolving credit facility	—		—		100,000		1.73	%
Total unsecured debt	$	3,404	4.41	%	$	106,735	1.90	%

(1) Matures in December 2015.

(2) Excludes minimal market rate discounts that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan.

Our revolving credit facility (the “Facility”) as amended on October 23, 2013, provides for revolving loans of up to $1.1 billion. The Facility has an uncommitted accordion feature for a total facility of up to $1.5 billion. The Facility is scheduled to mature in October 2018 and is unsecured. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 132.5 to 195 basis points, which is determined by the Company’s leverage level. The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt-to-value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of June 30, 2015. No amounts are outstanding on the Facility, as of June 30, 2015.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPN, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006. The Trust also issued $6.2 million of Common Securities to GGPOP. The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior subordinated notes of GGPOP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior subordinated notes. The Junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust currently is a wholly-owned subsidiary of GGPN, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014.

21

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $49.7 million as of June 30, 2015 and $49.1 million as of December 31, 2014. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of June 30, 2015.

NOTE 8INCOME TAXES

We have elected to be taxed as a REIT under the Internal Revenue Code. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable ordinary income. In addition, the Company is required to meet certain asset and income tests.

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we 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 we qualify for taxation as a REIT, we 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 and capital gains. We are currently statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2011 through 2014 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2010 through 2014.

We believe that it is reasonably possible that all of our currently remaining unrecognized tax benefits may be recognized by the end of 2015 upon the expiration of the statute of limitations.

NOTE 9WARRANTS

Brookfield owns 73,930,000 warrants (the “Warrants”) to purchase common stock of GGP with an initial weighted average exercise price of $10.70. Each Warrant was fully vested upon issuance, has a term of seven years and expires on November 9, 2017. Below is a summary of Warrants that were originally issued and are still outstanding.

Initial Warrant Holder	Number of Warrants	Initial Exercise Price
Brookfield - A	57,500,000	$	10.75
Brookfield - B	16,430,000	10.50
	73,930,000

The exercise prices of the Warrants are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events. In accordance with the agreement, these calculations adjust both the exercise price and the number of shares issuable for the originally issued 73,930,000 Warrants. During 2014 and 2015, the number of shares issuable upon exercise of the outstanding Warrants changed as follows:

		Exercise Price
Record Date	Issuable Shares	Brookfield - A	Brookfield - B
April 15, 2014	85,668,428	9.28	9.06
July 15, 2014	86,215,500	9.22	9.01
October 15, 2014	86,806,928	9.16	8.94
December 15, 2014	87,353,999	9.10	8.89
April 15, 2015	87,856,714	9.05	8.84

22

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Brookfield has the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 68,000,000 shares of common stock) or net share settle. The remaining 16,430,000 Warrants owned or managed by Brookfield must be net share settled. As of June 30, 2015, the Warrants are exercisable into approximately 57 million common shares of the Company, at a weighted-average exercise price of approximately $9.00 per share. Due to their ownership of Warrants, Brookfield’s potential ownership of the Company may change as a result of payments of dividends and changes in our stock price.

NOTE 10EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to GGPOP Common, Preferred and LTIP Units and the noncontrolling interest in our consolidated joint ventures. The following table reflects the activity included in the allocation to noncontrolling interests.

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Distributions to preferred GGPOP units	$	(2,232	)	$	(2,232	)	$	(4,464	)	$	(4,464	)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units)	(2,283		)	(973		)	(5,722		)	(1,637		)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units)	(887		)	—			(1,793		)	—
Net income allocated to noncontrolling interest in consolidated real estate affiliates	(511		)	(160		)	(953		)	(1,116		)
Allocation to noncontrolling interests	(5,913		)	(3,365		)	(12,932		)	(7,217		)
Other comprehensive (income) loss allocated to noncontrolling interests	(22		)	163			207			148
Comprehensive income allocated to noncontrolling interests	$	(5,935	)	$	(3,202	)	$	(12,725	)	$	(7,069	)

Redeemable Noncontrolling Interests

The noncontrolling interest related to the Common, Preferred, and LTIP Units of GGPOP are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity.

The Common and Preferred Units of GGPOP are recorded 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 redemption value (i.e. fair value) as of each measurement date. 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 income (loss) attributable to General Growth Properties, Inc.

The common redeemable noncontrolling interests have been recorded at fair value for all periods presented. One tranche of preferred redeemable noncontrolling interests has been recorded at fair value, while the other tranches of preferred redeemable noncontrolling interests have been recorded at carrying value.

Generally, the holders of the Common Units share in any distributions by GGPOP with our common stockholders. However, the GGPOP 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. If the holders had requested redemption of the Common Units as of June 30, 2015, the aggregate amount of cash we would have paid would have been $153.3 million.

23

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

GGPOP issued Preferred Units that are convertible into Common Units of GGPOP at the rates below (subject to adjustment). The holder may convert the Preferred Units into Common Units of GGPOP at any time, subject to certain restrictions. The Common Units are convertible into common stock at approximately a one-to-one ratio at the current stock price.

	Number of Common Units for each Preferred Unit	Number of Contractual Preferred Units Outstanding as of June 30, 2015	Converted Basis to Common Units Outstanding as of June 30, 2015	Conversion Price		Redemption Value (1)
Series B	3.00000	1,268,957	3,806,871	$	16.66670	101,569
Series D	1.50821	532,750	803,498	33.15188		26,637
Series E	1.29836	502,658	652,631	38.51000		25,133
						$	153,339

(1) The conversion price of Series B preferred units is lower than the GGP June 30, 2015 closing common stock price of $25.66; therefore, the June 30, 2015 common stock price of $25.66, and an additional conversion rate of 1.0397624 shares 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, 2015, and 2014.

Balance at January 1, 2014	$	228,902
Net income	1,637
Distributions	(1,450		)
Other comprehensive loss	(148		)
Fair value adjustment for noncontrolling interests in Operating Partnership	30,762
Balance at June 30, 2014	$	259,703
Balance at January 1, 2015	$	299,296
Net income	5,722
Distributions	(2,222		)
Redemption of GGPOP units	(713		)
Other comprehensive loss	(207		)
Fair value adjustment for noncontrolling interests in Operating Partnership	(25,509		)
Balance at June 30, 2015	$	276,367

Common Stock Dividend

Our Board of Directors declared common stock dividends during 2015 and 2014 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2015
May 21	July 15	July 31, 2015	$	0.17
February 19	April 15	April 30, 2015	0.17
2014
November 14	December 15	January 2, 2015	$	0.17
August 12	October 15	October 31, 2014	0.16
May 15	July 15	July 31, 2014	0.15
February 26	April 15	April 30, 2014	0.15

24

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Our Dividend Reinvestment Plan (“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, 8,876 shares were issued during the six months ended June 30, 2015 and 11,790 shares were issued during the six months ended June 30, 2014.

Common Stock Purchase

In June 2015, we entered into transactions to purchase 650,000 shares of our common stock on multiple exchanges through the open market at a weighted average price of $26.00 per share (Note 18). These shares are presented as Common stock in treasury on our Consolidated Balance Sheets as of June 30, 2015.

Preferred Stock

On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%. The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share.

The Preferred Stock does not have a stated maturity date but we may redeem the Preferred Stock after February 12, 2018, for $25.00 per share plus all accrued and unpaid dividends. We may redeem the Preferred Stock prior to February 12, 2018, in limited circumstances that preserve ownership limits and/or our status as a REIT, as well as during certain circumstances surrounding a change of control. Upon certain circumstances surrounding a change of control, holders of Preferred Stock may elect to convert each share of their Preferred Stock into a number of shares of GGP common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 2.4679 common shares (subject to certain adjustments related to GGP common share splits, subdivisions, or combinations).

Our Board of Directors declared preferred stock dividends during 2015 and 2014 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2015
May 21	June 15	July 1, 2015	$	0.3984
February 19	March 16	April 1, 2015	0.3984
2014
November 14	December 15	January 2, 2015	$	0.3984
August 12	September 15	October 1, 2014	0.3984
May 15	June 16	July 1, 2014	0.3984
February 26	March 17	April 1, 2014	0.3984

NOTE 11EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of the Warrants and the dilutive effect of options and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), are computed using the “treasury” method.

25

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Information related to our EPS calculations is summarized as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Numerators - Basic and Diluted:
Income from continuing operations	$	427,853		$	55,236		$	1,069,601		$	114,152
Preferred Stock dividends	(3,984		)	(3,984		)	(7,968		)	(7,968		)
Allocation to noncontrolling interests	(5,913		)	(2,687		)	(12,932		)	(6,175		)
Income from continuing operations - attributable to common stockholders	417,956			48,565			1,048,701			100,009
Discontinued operations	—			121,853			—			194,825
Allocation to noncontrolling interests	—			(678		)	—			(1,042		)
Discontinued operations - net of noncontrolling interests	—			121,175			—			193,783
Net income	427,853			177,089			1,069,601			308,977
Preferred Stock dividends	(3,984		)	(3,984		)	(7,968		)	(7,968		)
Allocation to noncontrolling interests	(5,913		)	(3,365		)	(12,932		)	(7,217		)
Net income attributable to common stockholders	$	417,956		$	169,740		$	1,048,701		$	293,792
Denominators:
Weighted-average number of common shares outstanding - basic	886,218			883,763			885,842			889,975
Effect of dilutive securities	66,371			56,962			67,644			54,408
Weighted-average number of common shares outstanding - diluted	952,589			940,725			953,486			944,383
Anti-dilutive Securities:
Effect of Preferred Units	5,472			5,506			5,472			5,506
Effect of Common Units	4,795			4,834			4,797			4,834
Effect of LTIP Common Units	1,732			—			1,495			—
Weighted-average number of anti-dilutive securities	11,999			10,340			11,764			10,340

For the three and six months ended June 30, 2015 and 2014, dilutive options and dilutive shares related to the Warrants are included in the denominator of EPS.

Outstanding Common Units and LTIP Common Units have been excluded from the diluted EPS calculation for all periods presented because including such units would also require that the share of GGPOP income attributable to such units be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Unit dividend be added back to the net income, resulting in them being anti-dilutive.

GGP owned 56,619,390 and 55,969,390 shares of treasury stock as of June 30, 2015 and June 30, 2014 respectively. These shares are presented as Common stock in treasury, at cost, on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

26

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 12STOCK-BASED COMPENSATION PLANS

The General Growth Properties, Inc. 2010 Equity Plan (the ‘‘Equity Plan’’) reserved for issuance of 4% of outstanding shares on a fully diluted basis. 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 and other employees of GGP’s and its subsidiaries and affiliates are eligible for the Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of GGP’s common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years.

On November 12, 2014, the Company’s Equity Plan was amended to allow for the grant of LTIP Units to certain officers, directors, and employees of the Company as an alternative to the Company’s stock options. LTIP Units are classes of partnership interests that under certain conditions, including vesting, are convertible by the holder into Common Units, which are redeemable by the holder for Common Shares on a one-to-one ratio (subject to adjustment for changes to GGP’s capital structure) or for the cash value of such shares at the option of the Company.

Compensation expense related to stock-based compensation plans for the three and six months ended June 30, 2015, and 2014 is summarized in the following table in thousands:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options - Property management and other costs	$	1,803	$	1,792	$	3,692	$	3,997
Stock options - General and administrative	2,746		3,574		5,540		8,270
Restricted stock - Property management and other costs	769		446		1,542		867
Restricted stock - General and administrative	163		279		311		555
LTIP Units - Property management and other costs	221		—		605		—
LTIP Units - General and administrative	2,512		—		4,978		—
Total	$	8,214	$	6,091	$	16,668	$	13,689

The following tables summarize stock option and LTIP Unit activity for the Equity Plan for GGP for the six months ended June 30, 2015, and 2014:

	2015				2014
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Stock options Outstanding at January 1,	19,744,224		$	17.36	21,565,281		$	17.28
Granted	267,253		29.15		50,000		22.41
Exercised	(1,046,515	)	16.84		(83,724	)	15.78
Forfeited	(223,195	)	19.98		(244,346	)	19.06
Expired	(3,332	)	19.24		(8,102	)	14.39
Stock options Outstanding at June 30,	18,738,435		$	17.52	21,279,109		$	17.28

27

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	2015				2014
	Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
LTIP Units Outstanding at January 1,	—		$	—	—	$	—
Granted	1,758,396		29.33		—	—
Exercised	—		—		—	—
Forfeited	(8,846	)	29.15		—	—
Expired	—		—		—	—
LTIP Units Outstanding at June 30,	1,749,550		$	29.33	—	$	—

There was no significant restricted stock activity for the six months ended June 30, 2015 and 2014.

NOTE 13ACCOUNTS AND NOTES RECEIVABLE, NET

The following table summarizes the significant components of Accounts and notes receivable, net.

	June 30, 2015			December 31, 2014
Trade receivables	$	96,675		$	124,698
Notes receivable	511,695			320,881
Straight-line rent receivable	226,491			230,172
Other accounts receivable	3,590			3,638
Total accounts and notes receivable	838,451			679,389
Provision for doubtful accounts	(14,747		)	(15,621		)
Total accounts and notes receivable, net	$	823,704		$	663,768

Notes receivable includes $204.3 million of notes receivables from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York (Note 3). The first note was issued for $104.3 million, bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at LIBOR plus 13.2% subject to terms and conditions in the loan agreement and matures on April 17, 2025.

Also included in notes receivable is $96.7 million and $44.1 million due from our joint venture partner related to the acquisition of the properties at 685 Fifth Avenue and 530 Fifth Avenue in New York, New York. The notes receivable bear interest at 7.5% and 9% respectively. Interest is compounded quarterly with accrued but unpaid interest increasing the loan balance The notes are collateralized by our partner's ownership interest in the joint ventures. The loans mature on June 27, 2024 and June 18, 2024, respectively.

Included in notes receivable is a $114.3 million note receivable issued to Rique Empreendimentos e Participacoes Ltda. (“Rique”) in conjunction with our sale of Aliansce Shopping Centers, S.A. (“Aliansce”) to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable is denominated in Brazilian Reais, bears interest at an effective interest rate of approximately 14%, is collateralized by shares of common stock in Aliansce, and requires annual principal and interest payments over the term. On May 28, 2015, we agreed to extend the term of the note receivable issued to Rique by five years through September 30, 2023. This extension did not change the effective interest rate. We recognize the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Comprehensive Income.

NOTE 14PREPAID EXPENSES AND OTHER ASSETS

The following table summarizes the significant components of Prepaid expenses and other assets.

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	June 30, 2015							December 31, 2014
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	692,940	$	(411,954	)	$	280,986	$	870,103	$	(498,016	)	$	372,087
Below-market ground leases, net	119,545		(9,714		)	109,831		119,866		(8,906		)	110,960
Real estate tax stabilization agreement, net	111,506		(29,302		)	82,204		111,506		(26,146		)	85,360
Total intangible assets	$	923,991	$	(450,970	)	$	473,021	$	1,101,475	$	(533,068	)	$	568,407
Remaining prepaid expenses and other assets:
Security and escrow deposits						81,511							93,676
Prepaid expenses						43,293							76,306
Other non-tenant receivables (1)						282,200							28,712
Deferred tax, net of valuation allowances						7,123							4,220
Other						27,779							42,456
Total remaining prepaid expenses and other assets						441,906							245,370
Total prepaid expenses and other assets						$	914,927						$	813,777

(1) Includes receivable due from our joint venture partners due upon completion of the redevelopment at Ala Moana.

NOTE 15ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following table summarizes the significant components of Accounts payable and accrued expenses.

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	June 30, 2015							December 31, 2014
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	392,522		(203,589		)	$	188,933	502,919		(259,390		)	$	243,529
Above-market headquarters office leases, net	15,268		(7,736		)	$	7,532	15,268		(6,867		)	$	8,401
Above-market ground leases, net	9,127		(1,706		)	$	7,421	9,127		(1,522		)	$	7,605
Total intangible liabilities	$	416,917	$	(213,031	)	$	203,886	$	527,314	$	(267,779	)	$	259,535
Remaining Accounts payable and accrued expenses:
Accrued interest						45,945							54,332
Accounts payable and accrued expenses						68,304							82,292
Accrued real estate taxes						81,709							85,910
Deferred gains/income						106,061							114,968
Accrued payroll and other employee liabilities						37,303							55,059
Construction payable						94,429							198,471
Tenant and other deposits						11,966							21,423
Insurance reserve liability						16,707							16,509
Capital lease obligations						11,727							12,066
Conditional asset retirement obligation liability						9,200							10,135
Uncertain tax position liability						5,252							6,663
Other						27,056							17,534
Total remaining Accounts payable and accrued expenses						515,659							675,362
Total Accounts payable and accrued expenses						$	719,545						$	934,897

NOTE 16LITIGATION

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

NOTE 17COMMITMENTS AND CONTINGENCIES

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 been straight-lined over the term of the lease, to the extent applicable. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income:

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	2,032	$	3,193	$	4,332	$	6,452
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	1,444		2,039		3,141		4,142

NOTE 18    SUBSEQUENT EVENTS

As of June 30, 2015, we entered into transactions to purchase 650,000 shares of our common stock for a net settlement of $16.9 million. This is shown as treasury stock on the Consolidated Balance Sheet as of June 30, 2015. Subsequent to June 30, 2015, these shares were canceled and removed from treasury stock.

On July 7, 2015, we purchased 1,125,760 shares of Seritage Growth Properties common stock at $29.58 per share for a total of $33.3 million as part of the spinoff of Sears Holdings Corporation.

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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 financial statements included in this Quarterly Report and whose descriptions are incorporated into the applicable response by reference. The following discussion should be read in conjunction with such consolidated 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.

Overview

Our primary business is owning and operating best-in-class retail properties that provide an outstanding environment and experience for our communities, retailers, employees, consumers and shareholders. We are an S&P 500 real estate company with a property portfolio comprised primarily of Class A malls (defined by sales per square foot) and urban retail properties. Our properties are the core centers of retail, dining, and entertainment within their trade areas and, therefore, represent hubs of such activity predominantly located in the United States. As of June 30, 2015, we own, either entirely or with joint venture partners, 131 retail properties located throughout the United States comprising approximately 127 million square feet of gross leasable area ("GLA").

We provide management and other services to substantially all of our properties, including properties which we own through joint venture arrangements and which are unconsolidated for GAAP purposes. Our management operating philosophies and strategies are the same whether the properties are consolidated or unconsolidated.

We seek to increase long-term Company NOI and Company EBITDA (as defined below) growth through proactive management and leasing of our properties. We believe that the most significant operating factor affecting incremental cash flow, Company NOI and Company EBITDA growth is increased rents earned from tenants at our properties. This growth is primarily achieved by:

• contractual fixed rental increases;

• positive re-leasing spreads on a suite-to-suite basis;

• income from redevelopment projects;

• opportunistic acquisition of high quality retail properties; and

• managing operating expenses.

As of June 30, 2015, the level of long-term, or “permanent” occupancy, was 90.2%. Since June 30, 2014, we have seen an increase in rents between the rent paid on expiring leases and the rent commencing under new leases, on a suite-to-suite basis. On a suite-to-suite basis, the leases commencing occupancy in 2015 exhibited initial rents that were 10.40% higher than the final rents paid on expiring leases.

We may recycle capital by opportunistically investing in high quality retail properties. In addition, controlling operating expenses by leveraging our scale to maximize synergies is a critical component to Company NOI and Company EBITDA growth.

We have identified approximately $2.1 billion of income producing development and redevelopment projects within our portfolio, over 80% of which is being invested into Class A malls. We currently expect to achieve average returns of approximately 9-11% for all projects.

We believe our long-term strategy can provide our shareholders with a competitive risk-adjusted total return comprised of dividends and share price appreciation.

Financial Overview

Our Company NOI (as defined below) increased3.7% from $1,049.2 million for the six months ended June 30, 2014 to $1,088.3 million for the six months ended June 30, 2015. Our Company FFO (as defined below) increased6.4% from $590.0 million for the six months ended June 30, 2014 to $627.9 million for the six months ended June 30, 2015. Net income attributable to General Growth Properties, Inc. increased from $301.8 million for the six months ended June 30, 2014 to $1,056.7 million for the six months ended June 30, 2015.

See Non-GAAP Supplemental Financial Measures below for a discussion of Company NOI and Company FFO, along with a reconciliation to the comparable GAAP measures, Operating income and Net income attributable to General Growth Properties, Inc.

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Operating Metrics

The following table summarizes selected operating metrics for our portfolio.

	June 30, 2015 (1)			June 30, 2014 (1)			% Change
In-Place Rents per square foot (2)
Consolidated Properties	$	65.09		$	67.93		(4.18	)%
Unconsolidated Properties	89.00			79.94			11.33	%
Total	$	72.75		$	71.43		1.85	%
Percentage Leased
Consolidated Properties	95.6		%	96.2		%	(60) bps
Unconsolidated Properties	96.7		%	97.0		%	(30) bps
Total	96.0		%	96.5		%	(50) bps
Tenant Sales Volume (All Less Anchors) (3)
Consolidated Properties	$	12,144		$	12,746		(4.72	)%
Unconsolidated Properties	8,363			7,078			18.15	%
Total	$	20,506		$	19,824		3.45	%
Tenant Sales per square foot (3)
Consolidated Properties	$	512		$	517		(0.97	)%
Unconsolidated Properties	774			696			11.21	%
Total	$	595		$	563		5.68	%

(1) Metrics exclude one asset that is being de-leased in preparation for redevelopment, assets acquired after January 1, 2014 and other assets.

(2) Rent is presented on a cash basis and consists of base minimum rent and common area costs.

(3) Tenant Sales (All Less Anchors) is presented as total sales volume in millions of dollars and Tenant Sales for tenants occupying less than 10,000 square feet is presented as sales per square foot in dollars on a trailing 12-month basis.

Lease Spread Metrics

The following table summarizes signed leases that are scheduled to commence in the respective period compared to expiring rent for the prior tenant in the same suite where the downtime between new and previous tenant was less than 24 months and the occupied space between the previous tenant and new tenant did not change by more than 10,000 square feet.

	# of Leases	SF	Term (in years)	Initial Rent PSF 1	Expiring Rent PSF 2		Initial Rent Spread		% Change
Trailing 12 Commencements	1,616	4,756,024	6.70	62.3	$	56.42	$	5.88	10.40	%

(1) Represents initial annual rent over the lease consisting of base minimum rent and common area maintenance.

(2) Represents expiring rent at end of lease consisting of base minimum rent and common area maintenance.

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Results of Operations

Three months ended June 30, 2015 and 2014

The following table is a breakout of the components of minimum rents:

	Three Months Ended June 30,
	2015			2014			$ Change			% Change
	(Dollars in thousands)
Components of Minimum rents:
Base minimum rents	$	358,936		$	390,065		$	(31,129	)	(8.0	)%
Lease termination income	1,912			2,993			(1,081		)	(36.1	)
Straight-line rent	9,302			13,381			(4,079		)	(30.5	)
Above and below-market tenant leases, net	(8,594		)	(21,428		)	12,834			(59.9	)
Total Minimum rents	$	361,556		$	385,011		$	(23,455	)	(6.1	)%

Base minimum rents decreased $31.1 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $34.7 million less base minimum rents in the second quarter of 2015 compared to the second quarter of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

Tenant recoveries decreased $17.0 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $17.5 million less in tenant recoveries in the second quarter of 2015 compared to the second quarter of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

Overage rents decreased $1.9 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $1.8 million less in overage rents in the second quarter of 2015 compared to the second quarter of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

Management fees and other corporate revenues increased $9.0 million primarily due to a $6.0 million fee related to the residential condominium joint venture at Ala Moana, $1.3 million in management fees related to the new Ala Moana Center and Bayside Marketplace joint ventures, and $1.3 million in financing fees earned at the Crown Building located at 730 Fifth Avenue in the second quarter of 2015.

Other property operating costs decreased $9.5 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $8.6 million less in other property operating costs in the second quarter of 2015 compared to the second quarter of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

General and administrative expense decreased $15.9 million in the second quarter of 2015 compared to the second quarter of 2014 primarily due to the $17.9 million loss from the settlement of litigation in the second quarter of 2014.

Depreciation and amortization expense decreased $22.4 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $16.2 million less in depreciation and amortization expense in the second quarter of 2015 compared to the second quarter of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

Interest and dividend income increased $8.0 million primarily due to $8.0 million of interest income from the notes receivable from our joint venture partners related to the acquisition of properties in New York, New York.

Interest expense decreased $32.4 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $12.8 million less in interest expense in the second quarter of 2015 compared to the second quarter of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. In addition, there was a $7.1 million decrease in contractual interest related to mortgage notes that were paid down during the first quarter of 2015, a $4.0 million decrease related to the write off of market rate adjustments

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on debt that was paid down or refinanced during the period and a corporate loan secured by fourteen properties decreased by $3.0 million due to a 2014 amendment that reduced the interest rate.

The gain on foreign currency is related to the impact of changes in the exchange rate on a note receivable denominated in Brazilian Reais, and received in conjunction with the sale of Aliansce in the third quarter of 2013 (Note 13).

The gain from changes in control of investment properties and other of $17.8 million in the second quarter of 2015 is primarily due to our sale of the office portion of 200 Lafayette and our sale of an interest in Ala Moana Center (Note 3).

Equity in income of Unconsolidated Real Estate Affiliates decreased $6.0 million primarily due to a $3.8 million increase in interest expense on the 730 Fifth Avenue joint venture which closed in the second quarter of 2015 (Note 3).

Unconsolidated Real Estate Affiliates - gain on investment is related to the $297.8 million gain on the sale of an additional 12.5% interest in Ala Moana Center during the second quarter of 2015 (Note 3).

Six months ended June 30, 2015 and 2014

The following table is a breakout of the components of minimum rents:

	Six Months Ended June 30,
	2015			2014			$ Change			% Change
	(Dollars in thousands)
Components of Minimum rents:
Base minimum rents	$	739,721		$	781,325		$	(41,604	)	(5.3	)%
Lease termination income	10,448			7,191			3,257			45.3
Straight-line rent	15,389			24,675			(9,286		)	(37.6	)
Above and below-market tenant leases, net	(29,889		)	(38,928		)	9,039			(23.2	)
Total Minimum rents	$	735,669		$	774,263		$	(38,594	)	(5.0	)%

Base minimum rents decreased $41.6 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $48.8 million less base minimum rents in the first six months of 2015 compared to the first six months of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

Tenant recoveries decreased $21.0 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $25.1 million less in tenant recoveries in the first six months of 2015 compared to the first six months of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

Overage rents decreased $2.9 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $3.2 million less in overage rents in the first six months of 2015 compared to the first six months of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

Management fees and other corporate revenues increased $11.4 million primarily due to a $6.0 million fee related to the residential condominium joint venture at Ala Moana, $2.0 million in management fees related to the new Ala Moana Center and Bayside Marketplace joint ventures, and $1.3 million in financing fees earned at the Crown Building located at 730 Fifth Avenue in the first six months of 2015.

Other revenue decreased $9.6 million primarily due to non-recurring land condemnation revenues of $10.0 million received in the first quarter of 2014.

Other property operating costs decreased $18.8 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $14.4 million less in other property operating costs in the first six months of 2015 compared to the first six months of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

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General and administrative expense decreased $15.1 million in the first six months of 2015 compared to the first six months of 2014 primarily due to the $17.9 million loss from the settlement of litigation in the second quarter of 2014.

Depreciation and amortization expense decreased $17.9 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $23.7 million less indepreciation and amortization expensein the first six months of 2015 compared to the first six months of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.

Interest and dividend income increased $10.4 million primarilydue to $11.3 million of interest income from the notes receivable from our joint venture partners related to the acquisition of properties in New York, New York.

Interest expense decreased $38.8 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $16.1 million less in interest expense in the first six months of 2015 compared to the first six months of 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. In addition, there was a $9.8 million decrease in contractual interest related to mortgage notes that were paid down during the first quarter of 2015 and a corporate loan secured by fourteen properties decreased by $6.2 million due to a 2014 amendment that reduced the interest rate.

The gain (loss) on foreign currency is related to the impact of changes in the exchange rate on a note receivable denominated in Brazilian Reais, and received in conjunction with the sale of Aliansce in the third quarter of 2013 (Note 13).

The gain from changes in control of investment properties and other of $609.0 million in 2015 is primarily due to our sale of an interest in Ala Moana Center which caused the property to go from consolidated to unconsolidated. Also, the gain on the sale of the office portion of 200 Lafayette is included in the amount (Note 3).

Unconsolidated Real Estate Affiliates - gain on investment is related to the $297.8 million gain on the sale of an additional 12.5% interest in Ala Moana Center (Note 3) and the $12.0 million gain on the sale of our interest in a joint venture in the first quarter of 2015 (Note 6).

Liquidity and Capital Resources

Our primary source of liquidity is from the ownership and management of our properties. We may generate cash from refinancings or borrowings under our revolving credit facility. Our primary uses of cash include payment of operating expenses, debt service, reinvestment in and redevelopment of properties, tenant allowances and dividends.

We anticipate maintaining financial flexibility by managing our future maturities, amortization of debt, and minimizing cross collateralizations and corporate guarantees. We believe that we currently have sufficient liquidity to satisfy all of our commitments in the form of $175.4 million of consolidated unrestricted cash and $1.1 billion of available credit under our credit facility as of June 30, 2015, as well as anticipated cash provided by operations.

Our key financing objectives include:

• to obtain property-secured debt with laddered maturities;

• to minimize the amount of debt that is cross-collateralized and/or recourse to us; and

• to adhere to investment-grade debt levels.

We may also raise capital through public or private issuances of debt securities, preferred stock, common stock, common units of the Operating Partnerships (as defined in Note 1) or other capital raising activities.

During the six months ended June 30, 2015, we executed the following refinancing and capital transactions (at our proportionate share):

• completed $660.0 million in secured financings, lowering the interest rate 230 basis points from 6.0% to 3.7%, lengthening the term-to-maturity from 1.4 years to 10.8 years, and generating net proceeds of $208.3 million; and

• paid down $594.3 million of consolidated mortgage notes with a weighted-average term-to-maturity of 1.5 years, and a weighted-average interest rate of 5.3%.

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As of June 30, 2015, we had $1.5 billion of debt pre-payable without penalty. We may pursue opportunities to refinance this debt at lower interest rates and longer maturities.

As a result of our financing efforts in 2015, we have reduced the amount of debt due in the next three years from $2.0 billion to $0.9 billion, representing 5.0% of our total debt at maturity. The maximum amount due in any one of the next ten years is no more than $2.8 billion or approximately 15% of our total debt at maturity.

As of June 30, 2015, our proportionate share of total debt aggregated $19.3 billion. Our total debt includes our consolidated debt of $13.8 billion and our share of Unconsolidated Real Estate Affiliates debt of $5.5 billion. Of our proportionate share of total debt, $1.9 billion is recourse to the Company or its subsidiaries (including the Facility) due to guarantees or other security provisions for the benefit of the note holder.

The following table illustrates the scheduled payments for our proportionate share of total debt as of June 30, 2015. The $206.2 million of Junior Subordinated Notes are due in 2036, but we may redeem them any time after April 30, 2011 (Note 7). As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to 2019.

	Consolidated(1)		Unconsolidated(1)
	(Dollars in thousands)
2015	$	165,518	$	9,549
2016	380,314		26,592
2017	536,566		199,158
2018	1,835,788		236,513
2019	1,030,062		1,158,002
Subsequent	9,817,377		3,912,525
	$	13,765,625	$	5,542,339

(1) Excludes $32.5 million of adjustments related to debt market rate adjustment.

We believe we will be able to extend the maturity date, repay or refinance the consolidated debt that is scheduled to mature in 2015. We also believe that the joint ventures will be able to refinance the debt of our Unconsolidated Real Estate Affiliates upon maturity; however, there can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

Acquisitions and Joint Venture Activity

From time-to-time we may acquire whole or partial interests in high-quality retail properties and may sell assets.

On February 27, 2015, we formed a partnership to own and operate Ala Moana Center located in Honolulu, Hawaii. Effective with the partnership formation, we closed on the sale of a 25% equity interest in Ala Moana Center to the joint venture partner. The transaction generated approximately $907.0 million of net proceeds, of which we received approximately $670.0 million of net proceeds at closing. The remaining net proceeds of approximately $237.0 million will be paid in late 2016 upon completion of the redevelopment and expansion.

On April 10, 2015, we closed on the sale of a 12.5% equity interest in Ala Moana Center to another joint venture partner. The transaction generated approximately $453.5 million of net proceeds, of which we received approximately $335 million of net proceeds at closing. The remaining net proceeds of approximately $118.5 million will be paid in late 2016 upon completion of the redevelopment and expansion.

We will account for the 62.5% interest in the joint venture that holds Ala Moana Center under the equity method of accounting because we share control over major decisions with the joint venture partners, which resulted from the partners obtaining substantive participating rights. Prior to the closing on February 27, 2015, Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis.

On March 31, 2015, we acquired a 50% interest in a joint venture with Sears Holdings Corporation that owns anchor pads and in-place leases at 12 stores located at our properties for approximately $165.0 million. We recorded the investment in the joint venture

37

for approximately $164.5 million ($165.0 million net of prorations and acquisition costs) to investment in and loans to/from Unconsolidated Real Estate Affiliates on our Consolidated Balance Sheet as of March 31, 2015.

On April 1, 2015 we acquired a 50% interest in a joint venture to own 85 Fifth Avenue in New York, New York. The total purchase price was $86 million which was funded with $60 million of secured debt. GGP’s share of the equity is $14.0 million. In connection with the acquisition, we provided a $7.0 million loan to our joint venture partner.

On April 17, 2015, we and our joint venture partners acquired the Crown Building located at 730 Fifth Avenue in New York, New York for a gross purchase price of $1.8 billion, which was funded with $1.25 billion of secured debt. We have an effective 50% interest in the retail portion of the property. GGP and Jeff Sutton will own, redevelop, lease and manage the retail portion of the property which is $1.3 billion of the purchase price. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower which is $475.0 million of the purchase price. The office tower will be redeveloped into luxury residential condominiums.Our share of the retail property is $650.0 million, and our share of the equity is $208.5 million. In connection with the acquisition, we provided $204.3 million in loans to our joint venture partners.

We account for the interests in the Crown, 85 Fifth, and Sears joint ventures under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights.

Warrants and Brookfield Investor Ownership

Brookfield owns or manages on behalf of third parties all of the Company’s outstanding Warrants (Note 9) which are exercisable into approximately 57 million common shares (assuming net share settlement) of the Company at a weighted-average exercise price of $9.00 per share. The exercise price and common shares issuable under the Warrants adjusts for future dividends declared by the Company.

As of February 4, 2015, Brookfield’s potential ownership of the Company (assuming full share settlement of the Warrants) was 39.8%, which is stated in their Form 13D filed on the same date. If Brookfield held or managed this same ownership through the maturity date of the Warrants, assuming: (a) GGP’s common stock price increased $10 per share and (b) the Warrants were adjusted for the impact of regular dividends, we estimate that their ownership would be 38.7% under net share settlement, and 40.1% under full share settlement.

Redevelopments

We are currently redeveloping several consolidated and unconsolidated properties primarily to improve the productivity and value of the property, convert large-scale anchor boxes into smaller leasable areas and to create new in-line retail space and new restaurant venues.

We have identified approximately $2.1 billion of income producing redevelopment projects within our portfolio, over 80% of which is being invested into Class A malls. We plan to fund these redevelopments with available cash flow, construction financing, and proceeds from debt refinancings. We continue to evaluate a number of other redevelopment projects to further enhance the quality of our assets. We currently expect to achieve returns that average 9-11% for all projects (cash on cost, first year stabilized). Expected returns are based on the completion of current and future redevelopment projects, and the success of the leasing and asset management plans in place for each project. Expected returns are subject to a number of variables, risks, and uncertainties including those disclosed within Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 (our "Annual Report"). We also refer the reader to our disclosure related to forward-looking statements, below. The following table illustrates our planned redevelopments:

38

Property	Description	Ownership %	GGP’s Total Projected Share of Cost		GGP’s Investment to Date 1		Expected  Return on Investment 2	Expected Project Opening
Major Development Summary (in millions, at share unless otherwise noted)
Open
	Total Open Projects	Various	$	442.0	$	421.7	12%
Under Construction
Mayfair Mall 3 Wauwatosa, WI	Nordstrom	100%	72.3		45.2		6-8%	Q4 2015
Ridgedale Center 3 Minnetonka, MN	Nordstrom, Macy's Expansion, New Inline GLA and renovation	100%	106.2		76.7		8-9%	Q4 2015
Southwest Plaza Littleton, CO	Redevelopment	100%	72.6		46.1		9-10%	Q4 2015
Ala Moana Center 4 Honolulu, HI	Demolish existing Sears store and expand mall, adding anchor, box and inline tenants, reconfigure center court	62.5%	358.3		280.0		9-10%	Q4 2015
Baybrook Mall Friendswood, TX	Expansion	53%	90.5		45.9		9-10%	Q4 2015
Other Projects Various Malls	Redevelopment projects at various malls	N/A	344.6		99.0		8-9%	Various
	Total Projects Under Construction		$	1,044.5	$	592.9	8-10%
Projects in Pipeline
Staten Island Mall Staten Island, NY	Expansion	100%	180.0		6.0		8-9%	TBD
New Mall Development Norwalk, CT	Ground up mall development	100%	285.0		39.4		8-10%	TBD
Ala Moana Center 4 Honolulu, HI	Nordstrom box repositioning	62.5%	53.1		6.3		9-10%	TBD
Other Projects Various Malls	Redevelopment projects at various malls	N/A	139.2		3.3		8-9%	TBD
	Total Projects in Pipeline		$	657.3	$	55.0	8-10%
	Total Development Summary 5		$	2,143.8	$	1,069.6	9-11%

(1)Projected costs and investments to date exclude capitalized interest and internal overhead.

(2)Return on investment represents first year stabilized cash on cost return, based upon budgeted assumptions. Actual costs may vary.

(3)Project ROI includes income related to uplift on existing space.

(4) The Ala Moana estimated project costs are $573 million and $85 million at 100%, consistent with prior quarters. The at share amounts are adjusted to reflect GGP's 62.5% share.

(5)These totals exclude purchase price and any future redevelopment related to the Sears anchor boxes acquired in March 2015.

Our investment in these projects for the three and six months ended June 30, 2015 has increased from December 31, 2014, in conjunction with the applicable development plan and as projects near completion. The continued progression of the redevelopment projects at Ala Moana Center and Baybrook Mall resulted in increases to GGP’s investment to date.

39

Capital Expenditures, Capitalized Interest and Overhead (at share)

The following table illustrates our capital expenditures, capitalized interest, and internal costs associated with leasing and development overhead, which primarily relate to ordinary capital projects at our operating properties. In addition, we incurred tenant allowances and capitalized leasing costs for our operating properties as outlined below. Capitalized interest is based upon qualified expenditures and interest rates; capitalized leasing and development costs are based upon time expended on these activities. These costs are amortized over lives which are consistent with the related asset.

	Six Months Ended June 30,
	2015		2014
	(Dollars in thousands)
Capital expenditures (1)	$	75,832	$	68,818
Tenant allowances (2)	76,411		61,584
Capitalized interest and capitalized overhead	34,191		31,112
Total	$	186,434	$	161,514

(1) Reflects only non-tenant operating capital expenditures.

(2) Tenant allowances paid on 1.7 million square feet.

The increase in Capital expenditures is primarily driven by refurbishment projects that improve the quality of our properties.

Common Stock Dividends

Our Board of Directors declared common stock dividends during 2015 and 2014 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2015
May 21	July 15	July 31, 2015	$	0.17
February 19	April 15	April 30, 2015	0.17
2014
November 14	December 15	January 2, 2015	$	0.17
August 12	October 15	October 31, 2014	0.16
May 15	July 15	July 31, 2014	0.15
February 26	April 15	April 30, 2014	0.15

Preferred Stock Dividends

On February 13, 2013, we issued, under a public offering, 10,000,000 shares of 6.375% Series A Cumulative Stock at a price of $25.00 per share. Our Board of Directors declared preferred stock dividends during 2015 and 2014 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2015
May 21	June 15	July 1, 2015	$	0.3984
February 19	March 16	April 1, 2015	0.3984
2014
November 14	December 15	January 2, 2015	$	0.3984
August 12	September 15	October 1, 2014	0.3984
May 15	June 16	July 1, 2014	0.3984
February 26	March 17	April 1, 2014	0.3984

40

Summary of Cash Flows

Cash Flows from Operating Activities

Net cash provided by operating activities was $485.5 million for the six months endedJune 30, 2015 and $544.3 million for the six months endedJune 30, 2014. Significant changes in the components of net cash provided by operating activities include:

• in 2015, a decrease in cash inflows from certain properties contributed to joint ventures; and

• in 2014, a decrease in interest costs primarily as a result of the redemption of unsecured corporate bonds.

Cash Flows from Investing Activities

Net cash provided by (used in) investing activities was $192.5 million for the six months endedJune 30, 2015 and ($348.0) million for the six months endedJune 30, 2014. Significant components of net cash used in investing activities include:

• in 2015, development of real estate and property improvements, ($335.8) million;

• in 2015, proceeds from the sale of real estate, $1,055.9 million;

• in 2015, acquisition of real estate, ($341.4) million; and

• in 2014, development of real estate and property improvements, ($272.7) million.

Cash Flows from Financing Activities

Net cash used in financing activities was $875.0 million for the six months endedJune 30, 2015 and $531.5 million for the six months endedJune 30, 2014. Significant components of net cash used in financing activities include:

• in 2015, proceeds from the refinancing or issuance of mortgages, notes, and loans payable, of $832.4 million net of principal payments of ($1,369.2) million;

• in 2015, cash distributions paid to common stockholders of ($301.0) million;

• in 2014, proceeds from the refinancing or issuance of mortgages, notes, and loans payable, net of principal payments of $303.1 million;

• in 2014, the acquisition of 27.6 million shares of our common stock, ($555.8) million; and

• in 2014, cash distributions paid to common stockholders of ($260.1) million.

Seasonality

Although we have a year-long temporary leasing program, occupancies for short-term tenants and, therefore, rental income recognized, are higher during fourth quarter 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.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations is based on our consolidated interim financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A disclosure of our critical accounting policies which affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements is included in our Annual Report in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Refer also to the accounting policies discussed in Note 2.

41

REIT Requirements

In order to remain qualified as a REIT for Federal income tax purposes, we must distribute at least 90% of our taxable ordinary income to stockholders. We are also subject to Federal income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. See Note 8 to the consolidated financial statements for more detail on our ability to remain qualified as a REIT.

Recently Issued Accounting Pronouncements

Refer to Note 2 for a discussion of the revised definition of discontinued operations and a recently-issued revenue recognition pronouncement. We have elected to adopt the revised definition of discontinued operations prospectively on January 1, 2015, pursuant to the pronouncement’s terms. On July 9, 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard. The new standard will become effective beginning with the first quarter 2018. We are currently evaluating its impact on our consolidated financial statements.

Non-GAAP Supplemental Financial Measures and Definitions

Net Operating Income (“NOI”) and Company NOI

The Company defines NOI as income from property operations after operating expenses have been deducted, but prior to deducting financing, administrative and income tax expenses.  NOI excludes reductions in ownership as a result of sales or other transactions and has been reflected on a proportionate basis (at the Company’s ownership share).  Other REITs may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs.  The Company considers NOI a helpful supplemental measure of its operating performance because it is a direct measure of the actual results of our properties.  Because NOI excludes reductions in ownership as a result of sales or other transactions, general and administrative expenses, interest expense, retail investment property impairment or non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests, provision for income taxes, discontinued operations, preferred stock dividends, and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

The Company also considers Company NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. However, due to the exclusions noted, Company NOI should only be used as an alternative measure of the Company’s financial performance.  We present Company NOI and Company FFO (as defined below); as we believe certain investors and other users of our financial information use these measures of the Company’s historical operating performance.

Earnings Before Interest Expense, Income Tax, Depreciation, and Amortization ("EBITDA") and Company EBITDA

The Company defines EBITDA as NOI less certain property management and administrative expenses, net of management fees and other operational items. EBITDA is a commonly used measure of performance in many industries, but may not be comparable to measures calculated by other companies. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other equity REITs, retail property owners who are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO (discussed below), it is widely used by management in the annual budget process and for compensation programs.

The Company also considers Company EBITDA to be a helpful supplemental measure of its operating performance because it excludes from EBITDA certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. However, due to the exclusions noted, Company EBITDA should only be used as an alternative measure of the Company's financial performance.

42

Funds From Operations (“FFO”) and Company FFO

The Company determines FFO based upon the definition set forth by National Association of Real Estate Investment Trusts (“NAREIT”).  The Company determines FFO to be its share of consolidated net income (loss) computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding cumulative effects of accounting changes, excluding gains and losses from the sales of, or any impairment charges related to, previously depreciated operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon the Company’s economic ownership interest, and all determined on a consistent basis in accordance with GAAP.  As with the Company’s presentation of NOI, FFO has been reflected on a proportionate basis.

The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry. FFO facilitates an understanding of the operating performance of the Company’s properties between periods because it does not give effect to real estate depreciation and amortization since 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, the Company believes that FFO provides investors with a clearer view of the Company’s operating performance.

As with the Company’s presentation of Company NOI, the Company also considers Company FFO to be a helpful supplemental measure of the operating performance for equity REITs because it excludes from FFO certain items that are non-cash and certain non-comparable items such as Company NOI adjustments, and FFO items such as mark-to-market adjustments on debt and gains on the extinguishment of debt, and interest expense on debt repaid or settled all which are a result of the Company’s acquisition accounting and other capital contribution or restructuring events.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

The Company presents NOI and FFO as they are financial measures widely used in the REIT industry.  In order to provide a better understanding of the relationship between the Company’s non-GAAP financial measures of NOI, Company NOI, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of GAAP operating income to NOI and Company NOI and a reconciliation of net loss attributable to GGP to FFO and Company FFO.  None of the Company’s non-GAAP financial measures represents cash flow from operating activities in accordance with GAAP, none should be considered as an alternative to GAAP net income (loss) attributable to GGP and none are necessarily indicative of cash available to fund cash needs.  In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company’s ownership share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Company’s unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.

43

The following table reconciles Company NOI to GAAP Operating Income (dollars in thousands) for the three and six months ended June 30, 2015 and 2014:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Company NOI	$	548,213		$	526,887		$	1,088,312		$	1,049,225
Adjustments for minimum rents, real estate taxes and other property operating costs	(5,926		)	(7,206		)	(25,980		)	(25,531		)
Proportionate NOI	542,287			519,681			1,062,332			1,023,694
Unconsolidated Properties	(141,320		)	(110,216		)	(261,795		)	(204,006		)
NOI of Sold Interests	898			17,494			11,831			37,716
Noncontrolling interest in NOI of Consolidated Properties	4,490			5,176			8,901			8,977
Consolidated Properties	406,355			432,135			821,269			866,381
Management fees and other corporate revenues	26,731			17,717			45,817			34,403
Property management and other costs	(40,369		)	(40,013		)	(83,162		)	(84,963		)
General and administrative	(12,322		)	(28,232		)	(24,769		)	(39,831		)
Depreciation and amortization	(152,849		)	(175,213		)	(328,797		)	(346,690		)
Gain (loss) on sales of investment properties	9			(44		)	10			(45		)
Operating Income	$	227,555		$	206,350		$	430,368		$	429,255

44

The following table reconciles Company EBITDA to GAAP Net income attributable to GGP for the three and six months ended June 30, 2015 and 2014:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Company EBITDA	$	508,481		$	484,957		$	1,004,611		$	960,481
Adjustments for minimum rents, real estate taxes, other property operating costs, and general and administrative	(5,926		)	(25,060		)	(25,980		)	(43,385		)
Proportionate EBITDA	502,555			459,897			978,631			917,096
Unconsolidated Properties	(127,364		)	(100,738		)	(239,737		)	(187,331		)
EBITDA of sold interests	884			17,430			11,713			37,572
Noncontrolling interest in EBITDA of Consolidated Properties	4,320			5,018			8,548			8,653
Consolidated Properties	380,395			381,607			759,155			775,990
Depreciation and amortization	(152,849		)	(175,213		)	(328,797		)	(346,690		)
Interest income	12,843			4,856			21,664			11,265
Interest expense	(142,747		)	(175,118		)	(315,398		)	(354,164		)
Gain (loss) on foreign currency	1,463			3,772			(21,448		)	8,955
(Provision for) benefit from income taxes	(74		)	(3,944		)	11,085			(7,636		)
Equity in income of Unconsolidated Real Estate Affiliates	13,278			19,320			24,530			26,477
Unconsolidated Real Estate Affiliates - gain on investment	297,767			—			309,787			—
Discontinued operations	—			121,853			—			194,825
Gain from changes in control of investment properties and other	17,768			—			609,013			—
Gain (loss) on sales of investment properties	9			(44		)	10			(45		)
Allocation to noncontrolling interests	(5,913		)	(3,365		)	(12,932		)	(7,217		)
Net income attributable to GGP	$	421,940		$	173,724		$	1,056,669		$	301,760

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The following table reconciles Company FFO to GAAP net income attributable to GGP for the three and six months ended June 30, 2015 and 2014:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015			2014
Company FFO	318,551		297,553		$	627,886		$	589,974
Adjustments for minimum rents, property operating expenses, general and administrative, market rate adjustments, debt extinguishment, income taxes, and FFO from discontinued operations	(4,195	)	(25,632	)	(53,871		)	17,133
Proportionate FFO (1)	314,356		271,921		574,015			607,107
Depreciation and amortization of capitalized real estate costs	(210,694	)	(218,079	)	(440,565		)	(433,401		)
Gain from changes in control of investment properties and other	17,768		—		609,013			—
Preferred stock dividends	3,984		3,984		7,968			7,968
Gain on sales of investment properties	8		117,417		11			123,716
Unconsolidated Real Estate Affiliates - gain on investment	297,767		—		309,787			—
Noncontrolling interests in depreciation of Consolidated Properties	1,921		2,268		3,956			3,931
Redeemable noncontrolling interests	(3,170	)	(973	)	(7,516		)	(1,637		)
Depreciation and amortization of discontinued operations	—		(2,814	)	—			(5,924		)
Net income attributable to GGP	421,940		173,724		1,056,669			301,760

(1) FFO as defined by the NAREIT

Forward-Looking Statements

Certain statements made in this section or elsewhere in this report may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statement are based on reasonable assumption, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, the Company’s ability to refinance, extend, restructure or repay near and intermediate term debt, its indebtedness, its ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, its liquidity demands and economic conditions. The Company discusses these and other risks and uncertainties in its annual and quarterly periodic reports filed with the Securities and Exchange Commission. The Company may update that discussion in its periodic reports, but otherwise takes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)).

Based on that evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures are effective.

46

Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART IIOTHER INFORMATION

ITEM 1LEGAL PROCEEDINGS

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

ITEM 1A    RISK FACTORS

There are no material changes to the risk factors previously disclosed in our Annual Report.

ITEM 2        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to the stock repurchases made by GGP during the six months ended June 30, 2015:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
June 2015	650,000	$	26.00	650,000	$	100,656,624
Total	650,000	$	26.00	650,000	$	100,656,624

(1) The Company's stock repurchase program, approved by our Board of Directors on August 8, 2011, authorizes the purchase of up to $250 million of the Company's common stock.

ITEM 3DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5OTHER INFORMATION

None

47

ITEM 6EXHIBITS

10.1	First Amendment dated July 1, 2015 to Fourth Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, LP (f/k/a GGP Limited Partnership) dated May 1, 2014.
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 General Growth Properties, Inc.’s. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, has been filed with the SEC on August 6, 2015, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements.

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, 2015. The registrant agrees to furnish a copy of such agreements to the SEC upon request.

48

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.

	GENERAL GROWTH PROPERTIES, INC.
	(Registrant)
Date: August 6, 2015	By:	/s/ Michael Berman
		Michael Berman
		Chief Financial Officer
		(on behalf of the Registrant)

49

EXHIBIT INDEX

10.1	First Amendment dated July 1, 2015 to Fourth Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, LP (f/k/a GGP Limited Partnership) dated May 1, 2014.
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 General Growth Properties, Inc.’s. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, has been filed with the SEC on August 6, 2015, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements.

50

EX-10.1

FIRST AMENDMENT TO

FOURTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF GGP OPERATING PARTNERSHIP, LP

THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of July 1, 2015, by and among the undersigned parties.

W I T N E S S E T H:

WHEREAS, GGP Operating Partnership, LP (the “Partnership”), a Delaware limited partnership, exists pursuant to that certain Fourth Amended and Restated Agreement of Limited Partnership, dated as of May 1, 2014, as amended (the “Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;

WHEREAS, GGP Real Estate Holding II, Inc., a Delaware corporation, is the sole general partner of the Partnership (the “General Partner”);

WHEREAS, pursuant to Section 8.3 of the Partnership Agreement, the Partnership may upon its determination that the issuance of additional units is in the best interests of the Partnership, issue additional Preferred Units, and the General Partner is authorized, on behalf of each of the partners, to amend the Partnership Agreement to reflect the issuance of Series I Preferred Units;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do herby agree as follows:

1.Capitalized Terms. Capitalized terms used but not defined herein shall have the definitions assigned to such terms in the Partnership Agreement.

2.    Amendment of Section 1.1.

The term “Series J Preferred Units” shall be inserted immediately following the definition of “Series J Preferred Units” and shall be defined as follows:

“Series J Preferred Units” shall mean the series of preferred units of the Partnership designated as Series J Preferred Units having such designations, preferences and other rights described in Schedule I.

3.    Amendment of Preferred Units. Section 4.7 of the Partnership Agreement is hereby deleted in its entirety and the following is hereby inserted in its place and stead:

4.7    Preferred Units. The Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units, Series I Preferred Units and Series J Preferred Units have been established and have the rights, preferences, limitations and qualifications as are described in Schedule A, Schedule B, Schedule C, Schedule D, Schedule E, Schedule F, Schedule G and Schedule I, respectively, in addition to the applicable rights and preferences contained herein.

4.    Amendment of Distributions with Respect to Preferred Units. Section 5.9 of the Partnership Agreement is amended by inserting the following subsection (h) immediately following subsection (g):

(g) The holders of Series J Preferred Units are entitled to monthly, cumulative partnership distributions when, if and as declared, in an amount calculated at the applicable per annum rate applied to the $1,000 liquidation preference per Series J Preferred Unit, as more particularly described in Schedule I.

5.    Amendment of Liquidation Preference of Preferred Units. Section 7.8 of the Partnership Agreement is amended by inserting the following subsection (h) immediately following subsection (g):

(g) The holders of Series J Preferred Units shall have the rights and preferences described in Schedule I.

6.    Addition of Schedule I. Schedule I attached hereto shall be inserted into the Partnership Agreement immediately following Schedule H.

7.    New Exhibit A. Exhibit A to the Partnership Agreement, identifying the Partners, the number and class of series of Units owned by each of them and their respective Percentage Interests, if any, is hereby deleted in its entirety and the Exhibit A in the form attached hereto is hereby inserted in its place and stead.

8.    Other Provisions Unaffected. Except as expressly amended hereby, the Partnership Agreement shall remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the undersigned have executed this Amendment on the day and year first written above.

GENERAL PARTNER:

GGP REAL ESTATE HOLDING II, INC.,

a Delaware corporation

By:     /s/ Stacie L. Herron                    

Stacie L. Herron

Vice President and Secretary

SCHEDULE I

1.Definitions. As used in this Schedule I, the following terms shall have the meanings set forth below, unless the context otherwise requires.

“Applicable Margin” means, at any date of determination, a percentage per annum determined by reference to the Loan-to-Value Ratio as set forth below:

Pricing Level	Loan-to-Value Ratio	Applicable Margin for Base Rate Units	Applicable Margin for LIBOR Units
I	≤ 45%	0.325%	1.325%
II	>45% and ≤ 50%	0.450%	1.450%
III	>50% and ≤ 55%	0.575%	1.575%
IV	>55% and ≤ 60%	0.700%	1.700%
V	>60%	0.950%	1.950%

The Applicable Margin for each Base Rate Unit shall be determined by reference to the Loan-to-Value Ratio in effect from time to time and the Applicable Margin for each LIBOR Unit shall be determined by reference to the Loan-to-Value Ratio in effect on the first day of such distribution period.

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% per annum and (c) except during any period of time during which a notice delivered to the Borrowers and each Lender under Section 4.02 of the Credit Agreement shall remain in effect, LIBOR for an Interest Period of one month plus 1.00% per annum; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR.

“Base Rate Unit” shall mean Series J Preferred Units that generate monthly distributions based upon the Base Rate.

“Credit Agreement” shall mean the Third Amended and Restated Credit Agreement, dated as of October 23, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among GGP Limited Partnership, General Growth Properties, Inc., GGPLP Real Estate 2010 Loan Pledgor Holding, LLC, GGPLPLLC 2010 Loan Pledgor Holding, LLC, GGPLP L.L.C., GGPLP 2010 Loan Pledgor Holding, LLC, GGP Operating Partnership, LP and GGP Nimbus, LP, as Borrowers, the other Loan Parties party thereto from time to time, and the other financial institutions that are party thereto from time to time, as Lenders, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent.

“Default Rate” shall mean (a) in respect of any distributions payable pursuant to Section 6(a) (i) or (ii) hereof, the rate otherwise applicable to such Series J Unit plus an additional two percent (2.0%) per annum and (b) in respect to any distributions payable pursuant to Section 6(a)(iii) hereof, a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin plus an additional two percent (2.0%) per annum.

“Distribution Payment Date” shall mean, with respect to any Distribution Period, the first day of each month of each year, or, if not a business day, the next succeeding business day.

“Interest Period” means, with respect to each LIBOR Unit, each period commencing on the date such LIBOR Unit is made, or in the case of the Continuation of a LIBOR Unit the last day of the preceding Interest Period for such Loan, and ending on the numerically corresponding day in the first, second, third or sixth calendar month, or if agreed by all relevant affected Lenders, first calendar week, thereafter, as the Borrowers may select in a Notice of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month.

“Distribution Period” means, with respect to any LIBOR Unit, a period of seven (7) days, or one (1), two (2), three (3) or six (6) months, commencing on the date such LIBOR Unit is issued, on the day such LIBOR Unit is converted from a Base Rate Unit or on the last day of the immediately preceding Distribution Period for such Unit and ending on the day which corresponds numerically to such date seven (7) days, or one (1), two (2), three (3) or six (6) months thereafter, as applicable, provided that (i) each Distribution Period of one (1), two (2), three (3) or six (6) months that commences on the last business day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last business day of the appropriate subsequent calendar month; (ii) each Distribution Period that would otherwise end on a day that is not a business day shall end on the next succeeding business day, other than with respect to Distribution Periods of seven days, if said next succeeding business day falls in a new calendar month, such Distribution Period shall end on the immediately preceding business day; (iii) unless the Distribution Period for a LIBOR Unit is seven (7) days, no Libor Unit shall have a Distribution Period of less than one month and, if the Distribution Period for any LIBOR Unit would otherwise be a shorter period, such Unit shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Units; and (iv) with respect to the Distribution Payment Date occurring in August, 2015, the Distribution Period shall be the period commencing on June 26 and ending on August 1, 2015.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“LIBOR” means, for the Interest Period for any LIBOR Distribution and a Base Rate Loan determined in accordance with clause (c) of the definition thereof, the rate of interest obtained by dividing (i) the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Distributions is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States). If, for any reason, the rate referred to in the preceding clause (i) does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then the rate to be used for such clause (i) shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two Business Day prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Any change in the maximum rate or reserves described in the preceding clause (ii) shall result in a change in LIBOR on the date on which such change in such maximum rate becomes effective.

“LIBOR Unit” shall mean Series J Preferred Units that generate monthly distributions at the LIBOR Rate.

“Loan-to-Value Ratio” shall mean the ratio, as of a particular date, calculated in accordance with the Credit Agreement.

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

2.Designation and Number; Etc. The Series J Preferred Units have been established and shall have such rights, preferences, limitations and qualifications as are described herein (in addition to the rights, preferences, limitations and qualifications contained in the Third Amended and Restated Agreement of Limited Partnership to the extent applicable). The authorized number of Series J Preferred Units shall be 500,000. Notwithstanding anything to the contrary contained herein, in the event of a conflict between the provisions of this Schedule I and any other provision of the Fourth Amended and Restated Agreement of Limited Partnership, the provisions of this Schedule I shall control.

3.Rank. The Series J Preferred Units shall, with respect to the payment of distributions and the distribution of amounts upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, rank as follows:

(a)senior to all classes or series of Common Units and to all Units the terms of which provide that such Units shall rank junior to the Series J Preferred Units;

(b)on a parity with the Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units and each other series of Preferred Units issued by the Partnership which does not provide by its express terms that it ranks junior or senior in right of payment to the Series J Preferred Units with respect to payment of distributions or amounts upon liquidation, dissolution or winding-up; and

(c)junior to any class or series of Preferred Units issued by the Partnership that ranks senior to the Series J Preferred Units.

4.Voting. The Partnership shall not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series J Preferred Units voting separately as a class:

(a)authorize, create or increase the authorized or issued amount of any class or series of partnership interests of the Partnership ranking senior to the Series J Preferred Units with respect to the payment of distributions or rights upon liquidation, dissolution or winding up of the Partnership, or reclassify any authorized partnership interests into, or create, authorize or issue any obligation or interest convertible into, exchangeable for or evidencing the right to purchase, any such senior partnership interests; or

(b)amend, alter or repeal the provisions of these Series J Preferred Units, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series J Preferred Units or the holders thereof.

For purposes of this Section 4, each Series J Preferred Unit shall have one (1) vote. Notwithstanding anything to the contrary contained herein, the foregoing voting provisions shall not apply if, prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series J Preferred Units shall have been redeemed. Except as provided herein, the holders of Series J Preferred Units shall not have any voting or consent rights or other rights to participate in the management of the Partnership or to receive notices of meetings.

5.Unit Type Conversions. The Series J Preferred Units are distinguished by “Type.” The “Type” of Unit refers to whether such Unit is a Base Rate Unit or a LIBOR Unit, each of which constitutes a Type of Series J Preferred Unit. The holders of Series J Preferred Units shall have the right to convert Units of one Type into Units of another Type at any time or from time to time. Unit holders shall designate the Type of Series J Preferred Unit being acquired at the time of issuance, and such Type shall continue unless such holder directs the Partnership to convert such Type into another Type. Absent instructions from a Unit holder to select the duration of any Distribution Period for any LIBOR Unit, such Unit shall continue as a LIBOR Unit with a Distribution Period of one (1) month on the last day of the then-current Distribution Period for such Unit or, if outstanding as a Base Rate Unit, shall remain as a Base Rate Unit.

6.Distributions.

(a)Regular Distributions. Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series J Preferred Units, the holders of Series J Preferred Units shall be entitled to receive on each Distribution Payment Date, out of assets of the Partnership legally available for the payment of the distributions, monthly cumulative cash distributions at the following rates per annum on the $1,000 liquidation preference per Series J Preferred Unit:

(i)during such periods as the Series J Preferred Units are Base Rate Units, the Base Rate plus the Applicable Margin;

(ii)during such periods as the Series J Preferred Units are LIBOR Units, the LIBOR Rate for such period plus the Applicable Margin; and

(iii)an amount equal to any fees payable under the Credit Agreement during such periods resulting from or arising out of borrowings or the ability to borrow under the Credit Agreement.

Notwithstanding anything to the contrary contained herein, during any period when an Event of Default exists (as such term is defined in the Credit Agreement), the holders of Series J Preferred Units shall be entitled to receive on each Distribution Payment Date, cash distributions at the applicable Default Rate on $1,000 liquidation preference per Unit and all distributions thereon not paid when due. In addition to any distributions due under this Section 6, the Partnership shall pay to holders of Series J Preferred Units a late payment premium in the amount of two percent (2%) of any payments of distributions made after the Distribution Payment Date.

(b)Distributions on the Series J Preferred Units shall only be paid when, as and if declared by the General Partner, however, distributions shall accumulate whether or not so declared.

(c)Distributions on the Series J Preferred Units shall accrue and be cumulative from, and including, the date of original issuance and shall be payable (when, as and if declared by the General Partner) monthly in arrears on each Distribution Payment Date. The initial distribution on the Series J Preferred Units, which shall be paid on August 3, 2015 if declared by the General Partner, shall be for less than a full month and shall be in the amount of $1.6148 per Series J Preferred Unit. Distributions payable on the Series J Preferred Units shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such Distribution is payable.

(d)The Partnership shall pay distributions to holders of record at the close of business on the applicable distribution record date. The record date for distributions upon the Series J Preferred Units shall be the business day immediately preceding the related Distribution Payment Date, or such other date that the General Partner shall designate that is not more than 30 days prior to the applicable Distribution Payment Date.

(e)No distribution on the Series J Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as and to the extent that the terms and provisions of any bona fide agreement of the Partnership, including any agreement relating to bona fide indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or to the extent that such declaration of payment shall be restricted or prohibited by law (and such failure to pay distributions on the Series J Preferred Units shall prohibit other distributions by the Partnership as described in this Schedule I).

(f)Distributions on the Series J Preferred Units shall accrue and accumulate, however, whether the Partnership has earnings, whether there are funds legally available for the payment of distributions and whether such distributions are declared by the General Partner.

(g)Except as provided in Section 6(h) of this Schedule I, so long as any Series J Preferred Units are outstanding, (i) no cash or non-cash distributions (other than in Common Units or other Units ranking junior to the Series J Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series J Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series J Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series J Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to any redemption rights agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment.

(h)When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series J Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series J Preferred Units, all distributions declared upon the Series J Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series J Preferred Units shall be declared or paid pro rata so that the amount of distributions declared per Unit of Series J Preferred Units and such other partnership interests in the Partnership shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Unit on the Series J Preferred Units and such other partnership interests in the Partnership (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other

(i)Any distribution payment made on Series J Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to such Units that remains payable.

(j)If, for any taxable year, the Partnership elects to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended, or any successor revenue code or section) any portion of the total distributions (as determined for Federal income tax purposes) paid or made available for the year to holders of all partnership interests of the Partnership (the “Capital Gains Amount”), then the portion of the Capital Gains Amount that shall be allocable to holders of the Series I Preferred Unit shall be in the same portion that the total distributions paid or made available to the holders of the Series I Preferred Unit for the year bears to the total distributions for the year made with respect to all partnership interests in the Partnership. Distributions with respect to the Series J Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule I shall be construed and applied consistently with such Treasury Regulations.

7.Liquidation Preference.

(a)In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series J Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series J Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series J Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to $1,000.00 (or property having a fair market value as determined by the General Partner valued at $1,000.00 per Series J Preferred Unit), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions).

(b)If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series J Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series J Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series J Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series J Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series J Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full.

(c)Written notice of such liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series J Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership.

(d)After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 7(a) of this Schedule I, the holders of Series J Preferred Units shall have no right or claim to any of the remaining assets of the Partnership.

(e)For the purposes of this Section 7, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership, in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

8.Optional Redemption. The holders of the Series J Preferred Units shall have the right to redeem the Series J Preferred Units, in whole or in part, for cash, at a redemption price of the $1,000 liquidation value of such Units, plus all accumulated and unpaid distributions.

9.Purpose. The Series J Preferred Units are issued by the Partnership in accordance with, and pursuant to, Section 8.3 of the Fourth Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, LP, as amended, in connection with borrowings by General Growth Properties, Inc., as borrower, pursuant to the (i) Credit Agreement and (ii) Intercompany Credit Agreement between General Growth Properties, Inc. and GGP Limited Partnership dated June 26, 2015 (the “Intercompany Credit Agreement”). Accordingly, the terms set forth on this Schedule I are intended to be equivalent to the terms of borrowings by General Growth Properties, Inc., as borrower, pursuant to the Credit Agreement and Intercompany Credit Agreement. To the extent that the terms herein do not provide such equivalency, whether through omission or otherwise, the Partnership shall be authorized, notwithstanding any provision herein to the contrary, to make such adjustments to the provisions of this Schedule I and the Series J Preferred Units.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Sandeep Mathrani, certify that:

1. I have reviewed this report on Form 10-Q of General Growth 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 6, 2015	/s/ Sandeep Mathrani
	Sandeep Mathrani
	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, Michael Berman, certify that:

1. I have reviewed this report on Form 10-Q of General Growth 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 6, 2015	/s/ Michael Berman
	Michael Berman
	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 General Growth Properties, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sandeep Mathrani, 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/ Sandeep Mathrani

Sandeep Mathrani

Chief Executive Officer

August 6, 2015

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 General Growth Properties, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Berman, 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/ Michael Berman

Michael Berman

Chief Financial Officer

August 6, 2015

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

6 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

Summary of significant components of Accounts payable and accrued expenses

The following table summarizes the significant components of Accounts payable and accrued expenses.

	June 30, 2015							December 31, 2014
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	392,522		(203,589		)	$	188,933	502,919		(259,390		)	$	243,529
Above-market headquarters office leases, net	15,268		(7,736		)	$	7,532	15,268		(6,867		)	$	8,401
Above-market ground leases, net	9,127		(1,706		)	$	7,421	9,127		(1,522		)	$	7,605
Total intangible liabilities	$	416,917	$	(213,031	)	$	203,886	$	527,314	$	(267,779	)	$	259,535
Remaining Accounts payable and accrued expenses:
Accrued interest						45,945							54,332
Accounts payable and accrued expenses						68,304							82,292
Accrued real estate taxes						81,709							85,910
Deferred gains/income						106,061							114,968
Accrued payroll and other employee liabilities						37,303							55,059
Construction payable						94,429							198,471
Tenant and other deposits						11,966							21,423
Insurance reserve liability						16,707							16,509
Capital lease obligations						11,727							12,066
Conditional asset retirement obligation liability						9,200							10,135
Uncertain tax position liability						5,252							6,663
Other						27,056							17,534
Total remaining Accounts payable and accrued expenses						515,659							675,362
Total Accounts payable and accrued expenses						$	719,545						$	934,897

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WARRANTS (Details 2) $ in Millions	Jun. 30, 2015 USD ($) warrant shares	Apr. 15, 2015 warrant	[1]	Dec. 15, 2014 warrant	[1]	Oct. 15, 2014 warrant	[1]	Jul. 15, 2014 warrant	[1]	Apr. 15, 2014 warrant	[1]	Nov. 09, 2010 warrant
WARRANT LIABILITY
Issuable Shares		87,856,714		87,353,999		86,806,928		86,215,500		85,668,428		73,930,000
The Brookfield Investor
WARRANT LIABILITY
Number of Warrants												57,500,000
Warrant option exercise price | $	$ 618
Common stock shares issued in warrant settlement transaction | shares	68,000,000
Issuable Shares	57,000,000

[1] {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjY1MzdjYTEyYTY4MDQwODQ4ZWQ2ODRmMmZmOGI0MDY2fFRleHRTZWxlY3Rpb246Mzk3QTc1MTFCMDIwNTQ4QzEwRTRCOUY5MDg0OUZENzQM}

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details) $ in Thousands	Jun. 30, 2015 USD ($) property	Dec. 31, 2014 USD ($)	Jun. 30, 2014 USD ($)	Dec. 31, 2013 USD ($)
Assets:
Land	$ 3,639,215	$ 4,244,607
Buildings and equipment	16,230,577	18,028,844
Less accumulated depreciation	(2,252,254)	(2,280,845)
Construction in progress	383,399	703,859
Net property and equipment	18,000,937	20,696,465
Net investment in real estate	21,489,266	23,301,227
Cash and cash equivalents	175,393	372,471	$ 242,007	$ 577,271
Accounts and notes receivable, net	823,704	663,768
Deferred expenses, net	172,940	184,491
Prepaid expenses and other assets	914,927	813,777
Total assets	23,576,230	25,335,734
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	3,404	106,735
Total liabilities, redeemable noncontrolling interests and equity	23,576,230	25,335,734
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	8,413,641	7,685,520	$ 7,652,866	$ 8,185,263
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	3,488,329	2,604,762
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	3,488,329	2,604,762
Unconsolidated Properties [Member]
Assets:
Land	1,749,919	1,152,485
Buildings and equipment	13,424,126	10,009,490
Less accumulated depreciation	(2,948,673)	(2,591,347)
Construction in progress	795,733	125,931
Net property and equipment	13,021,105	8,696,559
Investment in Unconsolidated Joint Ventures	436,052	16,462
Net investment in real estate	13,457,157	8,713,021
Cash and cash equivalents	403,883	308,621
Accounts and notes receivable, net	223,182	203,511
Deferred expenses, net	364,387	281,835
Prepaid expenses and other assets	606,857	594,257
Total assets	15,055,466	10,101,245
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	10,715,342	7,945,828
Accounts payable, accrued expenses and other liabilities	618,319	418,995
Cumulative effect of foreign currency translation (“CFCT”)	(47,062)	(35,238)
Owners’ equity, excluding CFCT	3,768,867	1,771,660
Total liabilities, redeemable noncontrolling interests and equity	15,055,466	10,101,245
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	(3,721,805)	(1,736,422)
Less: joint venture partners’ equity	(1,732,801)	(861,515)
Plus: excess investment/basis differences	1,462,604	1,694,257
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	3,451,608	2,569,164
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,488,329	2,604,762
Liability - Investment in Unconsolidated Real Estate Affiliates	(36,721)	(35,598)
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$ 3,451,608	$ 2,569,164
United States | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | property	27

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) $ / shares in Units, $ in Thousands								3 Months Ended		6 Months Ended
	May. 21, 2015 $ / shares	Feb. 19, 2015 $ / shares	Nov. 14, 2014 $ / shares	Aug. 12, 2014 $ / shares	May. 15, 2014 $ / shares	Feb. 26, 2014 $ / shares	Feb. 13, 2013 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($) $ / shares	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($) $ / shares shares
Equity and redeemable noncontrolling interest
Estimated payments for repurchase of redeemable noncontrolling interest								$ 153,300		$ 153,300
Conversion ratio for convertible common units to common stock								1
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units								$ (2,232)	$ (2,232)	(4,464)	$ (4,464)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)								(2,283)	(973)	(5,722)	(1,637)
Net Income (Loss) Distributed to General Operating Partnership LTIP Units								(887)	0	(1,793)	0
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates								(511)	(160)	(953)	(1,116)
Allocation to noncontrolling interests								(5,913)	(3,365)	(12,932)	(7,217)
Other comprehensive loss allocation to noncontrolling interests								(22)	163	207	148
Comprehensive (income) loss allocated to noncontrolling interests								(5,935)	(3,202)	(12,725)	(7,069)
Unit Conversions Disclosures
Redemption Value								$ 153,339		$ 153,339
GGP stock price per share | $ / shares								$ 25.66		$ 25.66
Activity of redeemable noncontrolling interests
Balance at the beginning of the period										$ 299,296	228,902
Net income (loss)										5,722	1,637
Distributions										(2,222)	(1,450)
Redeemable Noncontrolling Interest Cash Redemption of Operating Partnership Units										(713)
Other comprehensive income (loss)										(207)	(148)
Fair value adjustment for noncontrolling interests in Operating Partnership										(25,509)	30,762
Balance at the end of the period								$ 276,367	$ 259,703	$ 276,367	$ 259,703
Common Stock Dividend
Dividends declared per share | $ / shares	$ 0.17	$ 0.17	$ 0.17	$ 0.16	$ 0.15	$ 0.15		$ 0.17	$ 0.15	$ 0.34	$ 0.30
Number of business days preceding the record date of dividend for enrolling in DRIP								4 days
Cash dividends reinvested (DRIP) in stock, shares | shares										8,876	11,790
Treasury stock purchases, shares | shares										650,000	27,624,282
Treasury Stock Acquired, Average Cost Per Share | $ / shares										$ 26.00
Preferred Stock dividends declared (in dollars per share) | $ / shares	$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984
Series B
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares								3.00000		3.00000
Number of Contractual Convertible Preferred Units Outstanding | shares								1,268,957,000		1,268,957,000
Converted Basis to Common Units Outstanding | shares								3,806,871,000		3,806,871,000
Conversion Price (in dollars per share) | $ / shares								$ 16.66670
Redemption Value								$ 101,569		$ 101,569
GGP stock price per share | $ / shares								$ 25.66		$ 25.66
Common Stock Dividend
Conversion ratio										1.0397624
Series D
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares								1.50821		1.50821
Number of Contractual Convertible Preferred Units Outstanding | shares								532,750,000		532,750,000
Converted Basis to Common Units Outstanding | shares								803,498,000		803,498,000
Conversion Price (in dollars per share) | $ / shares								$ 33.15188
Redemption Value								$ 26,637		$ 26,637
Series E
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares								1.29836		1.29836
Number of Contractual Convertible Preferred Units Outstanding | shares								502,658,000		502,658,000
Converted Basis to Common Units Outstanding | shares								652,631,000		652,631,000
Conversion Price (in dollars per share) | $ / shares								$ 38.51000
Redemption Value								$ 25,133		$ 25,133
6.375% series A cumulative redeemable perpetual preferred stock
Common Stock Dividend
Issue price (in dollars per share) | $ / shares							$ 25.00
Redemption price per share (in dollars per share) | $ / shares								$ 25.00		$ 25.00
Number of preferred shares redeemed through public offering | shares							10,000,000
Preferred shares dividend (as a percent)							6.375%
Net proceeds from preferred shares issued after issuance costs							$ 242,000
Conversion of preferred share per common share issued upon conversion | shares								2.4679		2.4679

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DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Discontinued operations
Operating income	$ 227,555	$ 206,350	$ 430,368	$ 429,255
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ 0	121,853	$ 0	194,825
Discontinuing operations
Discontinued operations
Retail and other revenue		8,436		18,489
Retail and other operating expenses		3,659		10,636
Operating income		4,777		7,853
Interest expense, net		(385)		(1,862)
Gains (losses) on dispositions		117,461		122,154
Net income (loss) from operations		121,853		128,145
Gain on extinguishment of debt		0		66,680
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest		$ 121,853		$ 194,825

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WARRANTS (Tables)

6 Months Ended

Jun. 30, 2015

WARRANTS

Schedule of Warrants initially received

Below is a summary of Warrants that were originally issued and are still outstanding.

Initial Warrant Holder	Number of Warrants	Initial Exercise Price
Brookfield - A	57,500,000	$	10.75
Brookfield - B	16,430,000	10.50
	73,930,000

Schedule of change in shares issuable upon exercise of outstanding Warrants

During 2014 and 2015, the number of shares issuable upon exercise of the outstanding Warrants changed as follows:

		Exercise Price
Record Date	Issuable Shares	Brookfield - A	Brookfield - B
April 15, 2014	85,668,428	9.28	9.06
July 15, 2014	86,215,500	9.22	9.01
October 15, 2014	86,806,928	9.16	8.94
December 15, 2014	87,353,999	9.10	8.89
April 15, 2015	87,856,714	9.05	8.84

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EARNINGS PER SHARE (Details 2) - shares	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Effect of anti-dilutive Securities
Common stock in treasury, shares	56,619,390	55,969,390	55,969,390
Treasury stock purchases, shares	650,000	27,624,282

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SUBSEQUENT EVENTS (Notes)

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

As of June 30, 2015, we entered into transactions to purchase 650,000 shares of our common stock for a net settlement of $16.9 million. This is shown as treasury stock on the Consolidated Balance Sheet as of June 30, 2015. Subsequent to June 30, 2015, these shares were canceled and removed from treasury stock.

On July 7, 2015, we purchased 1,125,760 shares of Seritage Growth Properties common stock at $29.58 per share for a total of $33.3 million as part of the spinoff of Sears Holdings Corporation.

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 3) $ in Thousands		3 Months Ended			6 Months Ended
	Apr. 10, 2015 USD ($)	Jun. 30, 2015 USD ($) property item	Mar. 31, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) property item	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($) property
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Debt, Weighted Average Interest Rate		4.41%			4.41%		1.90%
Equity Method Investment, Realized Gain (Loss) on Disposal	$ 323,400	$ 297,767	$ 0	$ 0	$ 309,787	$ 0
Loans Payable		$ 594,300			$ 594,300
Unconsolidated Real Estate Affiliates | Strip Centers [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | item		2			2
Unconsolidated Properties [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt		$ 5,500,000			$ 5,500,000		$ 3,900,000
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates		$ 88,600			$ 88,600		$ 89,300
Number of unconsolidated properties with retained debt		1			1		1
United States | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | property		131			131
United States | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | property		27			27
United States | Unconsolidated Real Estate Affiliates | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | item		42			42
Brazil | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | item		1			1
Loans Payable before Refinancing [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Debt, Weighted Average Interest Rate		5.80%			5.80%
Trails Village [Domain]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Equity Method Investment, Realized Gain (Loss) on Disposal					$ 12,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Jun. 30, 2015
Minimum | Properties
Summary of significant accounting policies
Estimated useful lives	20 years
Minimum | Buildings and improvements
Summary of significant accounting policies
Estimated useful lives	10 years
Minimum | Equipment and fixtures
Summary of significant accounting policies
Estimated useful lives	3 years
Maximum | Properties
Summary of significant accounting policies
Estimated useful lives	45 years
Maximum | Buildings and improvements
Summary of significant accounting policies
Estimated useful lives	45 years
Maximum | Equipment and fixtures
Summary of significant accounting policies
Estimated useful lives	20 years

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ACCOUNTS AND NOTES RECEIVABLE, NET (Tables)

6 Months Ended

Jun. 30, 2015

Receivables [Abstract]

Summary of significant components of Accounts and notes receivable, net

The following table summarizes the significant components of Accounts and notes receivable, net.

	June 30, 2015			December 31, 2014
Trade receivables	$	96,675		$	124,698
Notes receivable	511,695			320,881
Straight-line rent receivable	226,491			230,172
Other accounts receivable	3,590			3,638
Total accounts and notes receivable	838,451			679,389
Provision for doubtful accounts	(14,747		)	(15,621		)
Total accounts and notes receivable, net	$	823,704		$	663,768

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INCOME TAXES (Details) - 3 months ended Jun. 30, 2015	Total
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

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ACCOUNTS AND NOTES RECEIVABLE, NET (Details) $ in Thousands	Apr. 17, 2015 USD ($)	Jun. 27, 2014	Jun. 30, 2015 USD ($)	May. 28, 2015	Dec. 31, 2014 USD ($)
ACCOUNTS AND NOTES RECEIVABLE, NET
Trade receivables			$ 96,675		$ 124,698
Notes receivable			511,695		320,881
Straight-line rent receivable			226,491		230,172
Other accounts receivable			3,590		3,638
Total accounts and notes receivable			838,451		679,389
Provision for doubtful accounts			(14,747)		(15,621)
Total accounts and notes receivable, net			823,704		663,768
Number of years maturity was extended				5
Unconsolidated Properties [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Total accounts and notes receivable, net			223,182		$ 203,511
Aliansce | Unconsolidated Properties [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes receivable			$ 114,300
Note Receivable Interest Rate Effective Percentage			14.00%
730 5th Avenue Retail [Domain]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent	$ 104,300
Note Receivable Interest Rate Stated	8.00%
685 5th Avenue New York, New York [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent			$ 96,700
Note Receivable Interest Rate Stated		7.50%
530 5th Avenue New York, New York [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent			$ 44,100
Note Receivable Interest Rate Stated		9.00%

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FAIR VALUE (Details) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2015	Dec. 31, 2014
Carrying Amount
Fixed-rate debt	[1]	$ 11,760,966	$ 13,606,936
Variable-rate debt	[1]	1,995,446	2,391,353
Total mortgages, notes and loans payable	[1]	13,756,412	15,998,289
Estimated Fair Value
Long Term Debt, Percentage Bearing Fixed Interest, Fair Value		12,203,737	14,211,247
Long Term Debt, Percentage Bearing Variable Interest, Fair Value		2,005,375	2,399,547
Total long-term debt, fair value		14,209,112	16,610,794
Market rate adjustments		$ 33,100	$ 19,900
Variable rate basis		LIBOR

[1] Includes market rate adjustments of $33.1 million and $19.9 million as of June 30, 2015 and December 31, 2014, respectively.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated.

We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our 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. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type. Our operating properties have similar economic characteristics and provide similar products and services to our tenants.There are no individual operating segments that are greater than 10% of combined revenue, Company NOI, or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company’s operating properties are aggregated into a single reportable segment.

Properties

Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets.

Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below).

We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 20 - 45 years.

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

	Years
Buildings and improvements	10 - 45
Equipment and fixtures	3 - 20
Tenant improvements	Shorter of useful life or applicable lease term

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships.

Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term.

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.

	Gross Asset		Accumulated Amortization			Net Carrying Amount
As of June 30, 2015
Tenant leases:
In-place value	$	450,625	$	(271,229	)	$	179,396
As of December 31, 2014
Tenant leases:
In-place value	$	608,840	$	(362,531	)	$	246,309

The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets (Note 14). The below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our Income from continuing operations:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Amortization/accretion effect on continuing operations	$	(29,007	)	$	(52,931	)	$	(77,887	)	$	(105,020	)

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2015 Remaining	$	54,680
2016	92,460
2017	69,282
2018	44,731
2019	26,427

Revenue Recognition and Related Matters

Minimum rents are recognized on a straight-line basis over the terms of the related operating leases, including the effect of any free rent periods. Minimum rents also include lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as, accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the Effective Date.

Overage rent is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount and is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.

Tenant recoveries are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred.

Real estate sales are recognized whenever (1) a sale is consummated, (2) the buyer has demonstrated an adequate commitment to pay for the property, (3) the Company’s receivable is not subject to future subordination, and (4) the Company has transferred to the buyer the risks and rewards of ownership and does not have continuing involvement. Unless all conditions are met, recognition of all or a portion of the profit shall be postponed.

We provide 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.

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 6. The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Management fees from affiliates	$	26,731		$	17,717		$	45,817		$	34,403
Management fee expense	(7,651		)	(6,560		)	(14,927		)	(13,250		)
Net management fees from affiliates	$	19,080		$	11,157		$	30,890		$	21,153

Impairment

Operating properties

We regularly review our consolidated properties 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 operating income, significant decreases in occupancy percentage, debt maturities and management’s intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, 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 property 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 group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

Although we may market a property for sale, there can be no assurance that the transaction will occur until the sale is finalized. However, GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

Impairment charges are recorded in the Consolidated Statements of Comprehensive Income when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition.

No provisions for impairment were recognized for the three and six months ended June 30, 2015 and 2014.

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and six months ended June 30, 2015 and 2014.

Fair Value Measurements (Note 5)

The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets;

• Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

Recently Issued Accounting Pronouncements

Effective January 1, 2015 the definition of discontinued operations has been revised to limit what qualifies for this classification and presentation to disposals of components of a company that represent strategic shifts that have (or will have) a major effect on the company’s operations and financial results. Required expanded disclosures for disposals or disposal groups that qualify for discontinued operations are intended to provide users of financial statements with enhanced information about the assets, liabilities, revenues and expenses of such discontinued operations. In addition, in accordance with this pronouncement, companies are required to disclose the pretax profit or loss of an individually significant component that does not qualify for discontinued operations treatment. Pursuant to its terms, we have adopted this pronouncement effective January 1, 2015. This definition has been applied prospectively and is anticipated to substantially reduce the number of transactions, going forward, that qualify for discontinued operations as compared to historical results. (See Note 4).

Effective January 1, 2016, companies will be required to present debt issuance costs related to a recognized debt liability (excluding revolving credit facility) as a direct deduction from the carrying amount of that debt liability on the balance sheet. The recognition and measurement guidance for debt issuance costs will not be affected. The adoption of this pronouncement will result in the reclassification of unamortized capitalized loan fees from other assets to a direct reduction of the Company’s indebtedness on the consolidated balance sheets.

Effective January 1, 2018, companies will be required to apply a five-step model in accounting for revenue arising from contracts with customers. The core principle of the revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this pronouncement. The new standard can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements.

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, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

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PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Intangible assets:
Gross Asset	$ 923,991	$ 1,101,475
Accumulated Amortization	(450,970)	(533,068)
Balance	473,021	568,407
Remaining prepaid expenses and other assets:
Security and escrow deposits	81,511	93,676
Prepaid expenses	43,293	76,306
Other non-tenant receivables (1)	282,200	28,712
Deferred tax, net of valuation allowances	7,123	4,220
Other	27,779	42,456
Total remaining prepaid expenses and other assets	441,906	245,370
Total prepaid expenses and other assets	914,927	813,777
Above-market tenant leases, net
Intangible assets:
Gross Asset	692,940	870,103
Accumulated Amortization	(411,954)	(498,016)
Balance	280,986	372,087
Below-market ground leases, net
Intangible assets:
Gross Asset	119,545	119,866
Accumulated Amortization	(9,714)	(8,906)
Balance	109,831	110,960
Real estate tax stabilization agreement, net
Intangible assets:
Gross Asset	111,506	111,506
Accumulated Amortization	(29,302)	(26,146)
Balance	$ 82,204	$ 85,360

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Acquisitions of operating properties
Gross Asset	$ 923,991		$ 923,991		$ 1,101,475
Accumulated Amortization	(450,970)		(450,970)		(533,068)
Balance	473,021		473,021		568,407
Amortization/accretion effect on continuing operations	(29,007)	$ (52,931)	(77,887)	$ (105,020)
Future amortization/accretion of intangibles
2014 Remaining	54,680		54,680
2015	92,460		92,460
2016	69,282		69,282
2017	44,731		44,731
2018	26,427		26,427
Tenant leases, In-place value
Acquisitions of operating properties
Gross Asset	450,625		450,625		608,840
Accumulated Amortization	(271,229)		(271,229)		(362,531)
Balance	$ 179,396		$ 179,396		$ 246,309

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DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Tables)

6 Months Ended

Jun. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

Summary of operations of properties included in discontinued operations

	Three Months Ended June 30,			Six Months Ended June 30,
	2014			2014
Retail and other revenue	$	8,436		$	18,489
Retail and other operating expenses	3,659			10,636
Operating income	4,777			7,853
Interest expense, net	(385		)	(1,862		)
Gains on dispositions	117,461			122,154
Net income from operations	121,853			128,145
Gain on debt extinguishment	—			66,680
Net income from discontinued operations	$	121,853		$	194,825

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ACQUISITIONS AND JOINT VENTURE ACTIVITY (Table)

6 Months Ended

Jun. 30, 2015

ACQUISITIONS AND JOINT VENTURE ACTIVITY

ACQUISITIONS AND JOINT VENTURE ACTIVITY

CQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

On April 27, 2015, we sold the office portion of 200 Lafayette in New York, New York for a gross purchase price of approximately $124.5 million. This transaction resulted in a gain on sale of $11.9 million recognized in gain from changes in control of investment properties and other on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015.

On April 17, 2015, we and our joint venture partners acquired the Crown Building located at 730 Fifth Avenue in New York, New York for a purchase price of $1.78 billion, which was funded with $1.25 billion of secured debt. We have an effective 50% interest in the retail portion of the property. GGP and Jeff Sutton will own, redevelop, lease and manage the retail portion of the property which is $1.30 billion of the purchase price. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower which is $475.0 million of the purchase price. The office tower will be redeveloped into luxury residential condominiums. Our share of the retail property purchase price is $650.0 million, and our share of the equity is $208.5 million. In connection with the acquisition, we provided $204.3 million in loans to our joint venture partners.

On April 1, 2015 we acquired a 50% interest in a joint venture to own 85 Fifth Avenue in New York, New York. The total purchase price was $86.0 million which was funded with $60.0 million of secured debt. GGP’s share of the equity is $14.0 million. In connection with the acquisition, we provided a $7.0 million loan to our joint venture partner.

On March 31, 2015, we acquired a 50% interest in a joint venture with Sears Holdings Corporation that owns anchor pads and in-place leases at 12 stores located at our properties for approximately $165.0 million. We recorded the investment in the joint venture for approximately $164.5 million ($165.0 million net of prorations and acquisition costs) to investment in and loans to/from Unconsolidated Real Estate Affiliates on our Consolidated Balance Sheet as of March 31, 2015. We have also committed to invest $33.3 million in a new REIT formed by Sears Holdings Corporation (Note 18).

We account for the interests in the Crown, 85 Fifth, and Sears joint ventures under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights.

On February 27, 2015, we sold a 25% interest in Ala Moana Center in Honolulu, Hawaii for net proceeds of $907.0 million. We received $670.0 million at closing and will receive the remaining proceeds of $237.0 million in late 2016 upon completion of the redevelopment and expansion. Subsequently on April 10, 2015, we sold an additional 12.5% interest in Ala Moana Center for net proceeds of $453.5 million to another joint venture partner. We received $335.0 million at closing and will receive the remaining proceeds of $118.5 million in late 2016 upon completion of the redevelopment and expansion. As a result, our joint venture partners received a combined 37.5% economic interest in the joint venture.

Upon sale of the 25% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $584.4 million gain on change in control of investment properties and other as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the six months ended June 30, 2015, we recognized an additional $12.8 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through June 30, 2015. We will recognize an additional $51.4 million gain on change of control of investment properties and other through substantial completion of construction. In total, we recorded a gain from change in control of investment properties and other of $6.0 million and $597.2 million on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015, respectively, as a result of this transaction.

Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the six months ended June 30, 2015, we recognized an additional $1.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through June 30, 2015. We will recognize an additional $25.6 million gain in Unconsolidated Real Estate Affiliates - gain on investment through substantial completion of construction. In total, we recorded a gain in Unconsolidated Real Estate Affiliates - gain on investment of $297.8 million on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 as a result of this transaction.

We account for the 62.5% interest in the joint venture that holds Ala Moana Center under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis.

The table below summarizes the gain calculation ($ in millions) for the 25% and 12.5% interests sold:

Gain on Sale of Interests in Ala Moana Center	25.0%			12.5%
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)	$	900.2		$	451.0
Joint venture partner share of debt	462.5			231.3
Total consideration	1,362.7			682.3
Less: JV partner proportionate share of investment in Ala Moana Center and estimated development costs	(714.1		)	(358.9		)
Total gain from changes in control of investment properties and other	648.6			—
Total Unconsolidated Real Estate Affiliates - gain on investment	—			323.4
Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing	584.4			295.9
Gain attributable to post-sale development activities through June 30, 2015	12.8			1.9
Estimated future gain from changes in control of investment properties and other	51.4			—
Estimated future Unconsolidated Real Estate Affiliates - gain on investment	$	—		$	25.6

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EARNINGS PER SHARE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Basic and diluted
Common stock in treasury, shares	56,619,390	55,969,390	56,619,390	55,969,390	55,969,390
Numerators - Basic and Diluted:
Income from continuing operations	$ 427,853	$ 55,236	$ 1,069,601	$ 114,152
Preferred Stock dividends	(3,984)	(3,984)	(7,968)	(7,968)
Allocation to noncontrolling interests	(5,913)	(2,687)	(12,932)	(6,175)
Income from continuing operations - attributable to common stockholders	417,956	48,565	1,048,701	100,009
Discontinued operations	0	121,853	0	194,825
Allocation to noncontrolling interests	0	(678)	0	(1,042)
Discontinued operations - net of noncontrolling interests	0	121,175	0	193,783
Net income	427,853	177,089	1,069,601	308,977
Preferred Stock dividends	(3,984)	(3,984)	(7,968)	(7,968)
Allocation to noncontrolling interests	(5,913)	(3,365)	(12,932)	(7,217)
Net income attributable to common stockholders	$ 417,956	$ 169,740	$ 1,048,701	$ 293,792
Denominators:
Weighted-average number of common shares outstanding - basic	886,218,000	883,763,000	885,842,000	889,975,000
Effect of dilutive securities	66,371,000	56,962,000	67,644,000	54,408,000
Weighted-average number of common shares outstanding - diluted	952,589,000	940,725,000	953,486,000	944,383,000
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	11,999,000	10,340,000	11,764,000	10,340,000
Preferred Units
Denominators:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,472,000	5,506,000	5,472,000	5,506,000
Common Units
Denominators:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,795,000	4,834,000	4,797,000	4,834,000
LTIP Common Units [Member]
Denominators:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,732,000	0	1,495,000	0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Management Fees and Other Corporate Revenues
Percentage of revenue earned from joint venture reported as management fees	100.00%
Management fees from affiliates	$ 26,731	$ 17,717	$ 45,817	$ 34,403
Management fee expense	(7,651)	(6,560)	(14,927)	(13,250)
Net management fees from affiliates	19,080	11,157	30,890	21,153
Provision for impairment from Equity in income of Unconsolidated Real Estate Affiliates	$ 0	0	0	0
Continuing operations
Management Fees and Other Corporate Revenues
Impairment charges		0	$ 0
Discontinuing operations
Management Fees and Other Corporate Revenues
Gain on extinguishment of debt		$ 0		$ 66,680

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FAIR VALUE (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value, Option, Quantitative Disclosures [Table Text Block]

Management’s estimates of fair value are presented below for our debt as of June 30, 2015 and December 31, 2014.

	June 30, 2015				December 31, 2014
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value
Fixed-rate debt	$	11,760,966	$	12,203,737	$	13,606,936	$	14,211,247
Variable-rate debt	1,995,446		2,005,375		2,391,353		2,399,547
	$	13,756,412	$	14,209,112	$	15,998,289	$	16,610,794

(1) Includes market rate adjustments of $33.1 million and $19.9 million as of June 30, 2015 and December 31, 2014, respectively.

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)

6 Months Ended

Jun. 30, 2015

UNCONSOLIDATED REAL ESTATE AFFILIATES

Schedule of summarized financial information for Unconsolidated Real Estate Affiliates

The following is summarized financial information for all of our Unconsolidated Real Estate Affiliates.

	June 30, 2015			December 31, 2014
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1)
Assets:
Land	$	1,749,919		$	1,152,485
Buildings and equipment	13,424,126			10,009,490
Less accumulated depreciation	(2,948,673		)	(2,591,347		)
Construction in progress	795,733			125,931
Net property and equipment	13,021,105			8,696,559
Investment in unconsolidated joint ventures	436,052			16,462
Net investment in real estate	13,457,157			8,713,021
Cash and cash equivalents	403,883			308,621
Accounts and notes receivable, net	223,182			203,511
Deferred expenses, net	364,387			281,835
Prepaid expenses and other assets	606,857			594,257
Total assets	$	15,055,466		$	10,101,245
Liabilities and Owners’ Equity:	\
Mortgages, notes and loans payable	$	10,715,342		$	7,945,828
Accounts payable, accrued expenses and other liabilities	618,319			418,995
Cumulative effect of foreign currency translation (“CFCT”)	(47,062		)	(35,238		)
Owners’ equity, excluding CFCT	3,768,867			1,771,660
Total liabilities and owners’ equity	$	15,055,466		$	10,101,245
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	3,721,805		$	1,736,422
Less: joint venture partners’ equity	(1,732,801		)	(861,515		)
Plus: excess investment/basis differences	1,462,604			1,694,257
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	3,451,608		$	2,569,164
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	$	3,488,329		$	2,604,762
Liability - Investment in Unconsolidated Real Estate Affiliates	(36,721		)	(35,598		)
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	3,451,608		$	2,569,164

(1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Ala Moana Center as of June 30, 2015 as the property was contributed into a joint venture during the first quarter of 2015.

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1)
Revenues:
Minimum rents	$	259,243		$	212,018		$	483,202		$	397,118
Tenant recoveries	110,654			87,246			208,679			174,592
Overage rents	5,517			4,244			11,668			9,098
Other	12,526			7,340			25,055			19,076
Total revenues	387,940			310,848			728,604			599,884
Expenses:
Real estate taxes	35,536			26,956			62,416			54,592
Property maintenance costs	10,348			8,210			23,003			19,803
Marketing	3,974			3,223			7,954			6,790
Other property operating costs	50,989			40,819			98,558			82,715
Provision for doubtful accounts	927			227			4,264			1,043
Property management and other costs (2)	15,641			13,955			30,894			28,122
General and administrative	12,407			5,326			13,521			5,810
Depreciation and amortization	99,991			76,901			193,913			152,527
Total expenses	229,813			175,617			434,523			351,402
Operating income	158,127			135,231			294,081			248,482
Interest income	1,609			1,301			3,563			2,848
Interest expense	(108,688		)	(73,325		)	(200,985		)	(146,010		)
Provision for income taxes	(159		)	(91		)	(364		)	(279		)
Equity in loss of unconsolidated joint ventures	(302		)	—			(482		)	—
Income from continuing operations	50,587			63,116			95,813			105,041
Net income from disposed investment	—			454			—			778
Allocation to noncontrolling interests	(8		)	(13		)	(17		)	(17		)
Net income attributable to the ventures	$	50,579		$	63,557		$	95,796		$	105,802
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	50,579		$	63,557		$	95,796		$	105,802
Joint venture partners’ share of income	(24,321		)	(34,011		)	(46,564		)	(58,224		)
Amortization of capital or basis differences	(12,980		)	(10,226		)	(24,702		)	(21,101		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,278		$	19,320		$	24,530		$	26,477

(1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Ala Moana Center subsequent to the formation of the joint venture on February 27, 2015.

(2) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI.

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ORGANIZATION

6 Months Ended

Jun. 30, 2015

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 financial statements for the year ended December 31, 2014 which are included in the Company’s Annual Report on Form 10-K (our “Annual Report”) for the fiscal year ended December 31, 2014 (Commission File No. 1-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

General

General Growth Properties, Inc. (“GGP” or the “Company”), a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a “REIT”. In these notes, the terms “we,” “us” and “our” refer to GGP and its subsidiaries.

GGP, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of June 30, 2015, we are the owner, either entirely or with joint venture partners, of 131 retail properties.

Substantially all of our business is conducted through GGP Operating Partnership, LP (“GGPOP”), GGP Nimbus, LP (“GGPN”) and GGP Limited Partnership (“GGPLP”, and together with GGPN, the “Operating Partnerships"), subsidiaries of GGP. The Operating Partnerships own an interest in the properties that are part of the consolidated financial statements of GGP. As of June 30, 2015, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units and LTIP Units as defined below) of the Operating Partnerships, while the remaining 1% is held by limited partners and certain previous contributors of properties to the Operating Partnerships or their predecessors.

GGPOP is the general partner of, and owns a 1.5% equity interest in, each Operating Partnership. GGPOP has common units of limited partnership (“Common Units”), which are redeemable for cash or, at our option, shares of GGP common stock. It also has preferred units of limited partnership interest (“Preferred Units”), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock (Note 10). GGPOP has full value long term incentive plan units and appreciation only long term incentive plan units (collectively “LTIP Units”), which are redeemable for cash or, at our option, shares of GGP common stock (Note 12).

In addition to holding ownership interests in various joint ventures, the Operating Partnerships generally conduct their operations through General Growth Management, Inc. (“GGMI”), General Growth Services, Inc. (“GGSI”), and GGP REIT Services, LLC (“GGPRS”). GGMI and GGSI are taxable REIT subsidiaries (“TRS”s), which provide management, leasing, tenant coordination, business development, marketing, strategic partnership and other services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties, as defined below. GGSI also serves as a contractor to GGMI for these services. GGPRS generally provides financial, accounting, tax, legal, development, and other services to our Consolidated Properties.

We refer to our ownership interests in properties in which we own a majority or controlling interest and are consolidated under accounting principles generally accepted in the United States of America (“GAAP”) as the “Consolidated Properties.” We also own interests in certain properties through joint venture entities in which we own a noncontrolling interest (“Unconsolidated Real Estate Affiliates”) and we refer to those properties as the “Unconsolidated Properties.”

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MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Fair Value, Option, Quantitative Disclosures [Table Text Block]

Management’s estimates of fair value are presented below for our debt as of June 30, 2015 and December 31, 2014.

	June 30, 2015				December 31, 2014
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value
Fixed-rate debt	$	11,760,966	$	12,203,737	$	13,606,936	$	14,211,247
Variable-rate debt	1,995,446		2,005,375		2,391,353		2,399,547
	$	13,756,412	$	14,209,112	$	15,998,289	$	16,610,794

(1) Includes market rate adjustments of $33.1 million and $19.9 million as of June 30, 2015 and December 31, 2014, respectively.

Summary of mortgages, notes and loans payable and weighted average interest rates

Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows:

	June 30, 2015 (1)		Weighted-Average Interest Rate (2)		December 31, 2014 (3)		Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable (4)	$	11,757,565	4.45	%	$	13,600,337	4.52	%
Corporate and other unsecured loans	3,401		4.41	%	6,599		4.41	%
Total fixed-rate debt	11,760,966		4.45	%	13,606,936		4.52	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	1,995,446		2.00	%	2,291,353		2.00	%
Revolving credit facility	—		—		100,000		1.73	%
Total variable-rate debt	1,995,446		2.00	%	2,391,353		1.99	%
Total Mortgages, notes and loans payable	$	13,756,412	4.09	%	$	15,998,289	4.14	%
Junior subordinated notes	$	206,200	1.73	%	$	206,200	1.68	%

(1) Includes $33.1 million of market rate adjustments, net.

(2) Represents the weighted-average interest rates on our contractual principal balances.

(3) Includes $19.9 million of market rate adjustments, net.

(4) $100.0 million of the fixed-rate balance and $1.4 billion of the variable-rate balance is cross-collateralized.

Schedule of terms of unsecured debt obligations

We have certain unsecured debt obligations, the terms of which are described below:

	June 30, 2015 (2)		Weighted-Average Interest Rate		December 31, 2014 (2)		Weighted-Average Interest Rate
Unsecured debt:
HHC Note (1)	$	3,404	4.41	%	$	6,735	4.41	%
Revolving credit facility	—		—		100,000		1.73	%
Total unsecured debt	$	3,404	4.41	%	$	106,735	1.90	%

(1) Matures in December 2015.

(2) Excludes minimal market rate discounts that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan.

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Summary of contractual rental expense

The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	2,032	$	3,193	$	4,332	$	6,452
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	1,444		2,039		3,141		4,142

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WARRANTS (Details)		6 Months Ended
		Jun. 30, 2015 warrant $ / warrant	Apr. 15, 2015 warrant $ / shares		Dec. 15, 2014 warrant $ / shares		Oct. 15, 2014 warrant $ / shares		Jul. 15, 2014 warrant $ / shares		Apr. 15, 2014 warrant $ / shares		Nov. 09, 2010 warrant $ / shares
WARRANT LIABILITY
Issuable Shares | warrant			87,856,714	[1]	87,353,999	[1]	86,806,928	[1]	86,215,500	[1]	85,668,428	[1]	73,930,000
Exercise price (in dollars per share)													$ 10.70
Term of Warrants, in number of years from the effective date		7 years
Brookfield - A
WARRANT LIABILITY
Number of Warrants													57,500,000
Issuable Shares | warrant		57,000,000
Exercise price (in dollars per share)													$ 10.75
Exercise price of remaining warrants (in dollars per share) | $ / warrant		9.00
Pershing Square
WARRANT LIABILITY
Number of Warrants | warrant	[2]												16,430,000
Exercise price (in dollars per share)													$ 10.50
Brookfield and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)			$ 9.05		$ 9.10		$ 9.16		$ 9.22		$ 9.28
Fairholme, Pershing Square and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)			$ 8.84		$ 8.89		$ 8.94		$ 9.01		$ 9.06

[1] {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjY1MzdjYTEyYTY4MDQwODQ4ZWQ2ODRmMmZmOGI0MDY2fFRleHRTZWxlY3Rpb246Mzk3QTc1MTFCMDIwNTQ4QzEwRTRCOUY5MDg0OUZENzQM}

[2] {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjY1MzdjYTEyYTY4MDQwODQ4ZWQ2ODRmMmZmOGI0MDY2fFRleHRTZWxlY3Rpb246MENENUU2RTg3MUI2ODc3MkY0QjBCOUY5MDg3NURBQjAM}

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Jun. 30, 2015	Dec. 31, 2014
Investment in real estate:
Land		$ 3,639,215	$ 4,244,607
Buildings and equipment		16,230,577	18,028,844
Less accumulated depreciation		(2,252,254)	(2,280,845)
Construction in progress		383,399	703,859
Net property and equipment		18,000,937	20,696,465
Investment in and loans to/from Unconsolidated Real Estate Affiliates		3,488,329	2,604,762
Net investment in real estate		21,489,266	23,301,227
Cash and cash equivalents		175,393	372,471
Accounts and notes receivable, net		823,704	663,768
Deferred expenses, net		172,940	184,491
Prepaid expenses and other assets		914,927	813,777
Total assets		23,576,230	25,335,734
Liabilities:
Mortgages, notes and loans payable	[1]	13,756,412	15,998,289
Investment in Unconsolidated Real Estate Affiliates		36,721	35,598
Accounts payable and accrued expenses		719,545	934,897
Dividend payable		157,901	154,694
Deferred tax liabilities		9,443	21,240
Tax indemnification liability			0
Junior subordinated notes		206,200	206,200
Total liabilities		14,886,222	17,350,918
Redeemable noncontrolling interests:
Preferred		153,339	164,031
Common		123,028	135,265
Total redeemable noncontrolling interests		276,367	299,296
Commitments and Contingencies		0	0
Equity:
11,000,000,000 shares authorized, $0.01 par value, 969,726,994 issued, 885,648,409 outstanding as of June 30, 2015, and 968,340,597 issued, 884,912,012 outstanding as of December 31, 2014		9,422	9,409
Preferred stock: 500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013		242,042	242,042
Additional paid-in capital		11,408,288	11,351,625
Retained earnings (accumulated deficit)		(2,075,319)	(2,822,740)
Accumulated other comprehensive loss		(66,352)	(51,753)
Common stock in treasury, at cost, 56,619,390 shares as of June 30, 2015 and 55,969,390 shares as of December 31, 2014		(1,139,566)	(1,122,664)
Total stockholders’ equity		8,378,515	7,605,919
Noncontrolling interest in real estate		27,776
Noncontrolling interests in consolidated real estate affiliates			79,601
Noncontrolling Interest in Operating Partnerships		7,350	0
Total equity		8,413,641	7,685,520
Total liabilities, redeemable noncontrolling interests and equity		23,576,230	25,335,734
Unconsolidated Properties [Member]
Investment in real estate:
Land		1,749,919	1,152,485
Buildings and equipment		13,424,126	10,009,490
Less accumulated depreciation		(2,948,673)	(2,591,347)
Construction in progress		795,733	125,931
Net property and equipment		13,021,105	8,696,559
Investment in Unconsolidated Joint Ventures		436,052	16,462
Investment in and loans to/from Unconsolidated Real Estate Affiliates		3,451,608	2,569,164
Net investment in real estate		13,457,157	8,713,021
Cash and cash equivalents		403,883	308,621
Accounts and notes receivable, net		223,182	203,511
Deferred expenses, net		364,387	281,835
Prepaid expenses and other assets		606,857	594,257
Total assets		15,055,466	10,101,245
Equity:
Total equity		(3,721,805)	(1,736,422)
Total liabilities, redeemable noncontrolling interests and equity		$ 15,055,466	$ 10,101,245

[1] Includes market rate adjustments of $33.1 million and $19.9 million as of June 30, 2015 and December 31, 2014, respectively.

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ACQUISITIONS AND JOINT VENTURE ACTIVITY (Details) - USD ($) $ in Thousands									3 Months Ended			6 Months Ended
	Jul. 07, 2015	Apr. 27, 2015	Apr. 17, 2015	Apr. 10, 2015	Apr. 01, 2015	Mar. 31, 2015	Feb. 27, 2015	Jun. 27, 2014	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Realized Gain (Loss) on Disposal				$ 323,400					$ 297,767	$ 0	$ 0	$ 309,787	$ 0
Ownership interest acquired (as a percent)							62.50%
Payments to acquire interest in joint venture, net						$ 164,500
Gain from changes in control of investment properties and other									$ 17,768		$ 0	609,013	$ 0
Trails Village [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Realized Gain (Loss) on Disposal												$ 12,000
200 Lafayette Office [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Proceeds from Divestiture of Businesses		$ 124,500
Gain from changes in control of investment properties and other		$ 11,900
730 5th Avenue [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture									50.00%			50.00%
Payments to Acquire Businesses, Gross			$ 1,780,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt			1,250,000
Notes, Loans and Financing Receivable, Gross, Noncurrent			204,300
730 5th Avenue Retail [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Payments to Acquire Businesses, Gross			1,300,000
Notes, Loans and Financing Receivable, Gross, Noncurrent			$ 104,300
Note Receivable Interest Rate Stated			8.00%
Investment in joint venture			$ (208,500)
Consideration for acquisition			650,000
85 5th Avenue New York, New York [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture					50.00%
Payments to Acquire Businesses, Gross					$ 86,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt					60,000
Notes, Loans and Financing Receivable, Gross, Noncurrent					7,000
Investment in joint venture					$ (14,000)
730 5th Avenue Office [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Payments to Acquire Businesses, Gross			475,000
Notes, Loans and Financing Receivable, Gross, Noncurrent			$ 100,000
Note Receivable Interest Rate Stated			13.20%
Sears JV [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture									50.00%			50.00%
Investment in joint venture						$ (165,000)
Ala Moana [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Business Acquisition, Transaction Costs				2,500			$ 6,800
Estimated future gain on change in control of investment property				0			51,400
Equity Method Investment, Realized Gain (Loss) on Disposal				295,900
Business Acquisition, Total Partnership Net Proceeds				453,500			907,000
Payments to Acquire Businesses, Gross				335,000			670,000
Business Acquisition, Remaining Net Proceeds				118,500			$ 237,000
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture							25.00%					37.50%
Payments to acquire interest in joint venture, net				451,000			$ 900,200
Debt Assumed to Acquire Interest in Joint Venture by Co Venturer				$ 231,300			462,500
Business Acquisition Percentage Of Voting Interests Acquired At Venture Level				0.00%
Consideration for acquisition				$ 682,300			1,362,700
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination				(358,900)			(714,100)
Gain from changes in control of investment properties and other				0			584,400		$ 6,000	$ 648,600		$ 597,200
Deferred Gain Recognized to date				1,900			12,800
Estimated future Unconsolidated Real Estate Affiliates - gain on investment				$ 25,600			$ 0
685 5th Avenue New York, New York [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Notes, Loans and Financing Receivable, Gross, Noncurrent									96,700			96,700
Note Receivable Interest Rate Stated								7.50%
530 5th Avenue New York, New York [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Notes, Loans and Financing Receivable, Gross, Noncurrent									$ 44,100			$ 44,100
Note Receivable Interest Rate Stated								9.00%
Subsequent Event [Member] | Sears JV [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Investment in joint venture	$ (33,300)

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Statement of Stockholders' Equity [Abstract]
Restricted stock grants, shares	231,926	31,112
Employee stock purchase program, shares	99,080	96,781
Exercised (in shares)	(1,046,515)	(83,724)
LTIPUnitsIssuedDuringPeriodLTIPUnitAwardNetOfForfeitures	1,665,896	0
Treasury stock purchases, shares	650,000	27,624,282
Cash dividends reinvested (DRIP) in stock, shares	8,876	11,790
Cash distributions declared (in dollars per share)	$ 0.34	$ 0.30

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STOCK-BASED COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Stock-Based Compensation Plans
Compensation expense	$ 8,214	$ 6,091	$ 16,668	$ 13,689
Exercised (in shares)			(1,046,515)	(83,724)
Stock options
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	18,738,435	21,279,109	18,738,435	21,279,109	19,744,224	21,565,281
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 17.52	$ 17.28	$ 17.52	$ 17.28	$ 17.36	$ 17.28
Granted (in shares)			267,253	50,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 29.15	$ 22.41
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period			223,195	244,346
Forfeited (in dollars per share)			$ 19.98	$ 19.06
Exercised (in shares)			(1,046,515)	(83,724)
Exercised (in dollars per share)			$ 16.84	$ 15.78
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period			3,332	8,102
Expired (in dollars per share)			$ 19.24	$ 14.39
Stock options | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 1,803	$ 1,792	$ 3,692	$ 3,997
Stock options | General and administrative
Stock-Based Compensation Plans
Compensation expense	2,746	3,574	5,540	8,270
Restricted Stock | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	769	446	1,542	867
Restricted Stock | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 163	$ 279	$ 311	$ 555
LTIP Common Units [Member]
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,749,550	0	1,749,550	0	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 29.33	$ 0.00	$ 29.33	$ 0.00	$ 0.00	$ 0.00
Granted (in shares)			1,758,396	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 29.33	$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period			8,846	0
Forfeited (in dollars per share)			$ 29.15	$ 0.00
Exercised (in shares)			0	0
Exercised (in dollars per share)			$ 0.00	$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period			0	0
Expired (in dollars per share)			$ 0.00	$ 0.00
LTIP Common Units [Member] | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 221	$ 0	$ 605	$ 0
LTIP Common Units [Member] | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 2,512	$ 0	$ 4,978	$ 0

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Summary of information related to EPS calculations

Information related to our EPS calculations is summarized as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Numerators - Basic and Diluted:
Income from continuing operations	$	427,853		$	55,236		$	1,069,601		$	114,152
Preferred Stock dividends	(3,984		)	(3,984		)	(7,968		)	(7,968		)
Allocation to noncontrolling interests	(5,913		)	(2,687		)	(12,932		)	(6,175		)
Income from continuing operations - attributable to common stockholders	417,956			48,565			1,048,701			100,009
Discontinued operations	—			121,853			—			194,825
Allocation to noncontrolling interests	—			(678		)	—			(1,042		)
Discontinued operations - net of noncontrolling interests	—			121,175			—			193,783
Net income	427,853			177,089			1,069,601			308,977
Preferred Stock dividends	(3,984		)	(3,984		)	(7,968		)	(7,968		)
Allocation to noncontrolling interests	(5,913		)	(3,365		)	(12,932		)	(7,217		)
Net income attributable to common stockholders	$	417,956		$	169,740		$	1,048,701		$	293,792
Denominators:
Weighted-average number of common shares outstanding - basic	886,218			883,763			885,842			889,975
Effect of dilutive securities	66,371			56,962			67,644			54,408
Weighted-average number of common shares outstanding - diluted	952,589			940,725			953,486			944,383
Anti-dilutive Securities:
Effect of Preferred Units	5,472			5,506			5,472			5,506
Effect of Common Units	4,795			4,834			4,797			4,834
Effect of LTIP Common Units	1,732			—			1,495			—
Weighted-average number of anti-dilutive securities	11,999			10,340			11,764			10,340

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SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jul. 07, 2015	Jun. 30, 2015	Jun. 30, 2014
Subsequent Event [Line Items]
Treasury stock purchases, shares		650,000	27,624,282
Stock Repurchased During Period, Value		$ (16,902)	$ (555,801)
Subsequent Event [Member]
Subsequent Event [Line Items]
Available-for-sale Securities, Noncurrent	1,125,760
available for sale securities acquired cost per share	$ 29.58
Payments to Acquire Available-for-sale Securities	$ 33,300

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following table summarizes the significant components of Accounts payable and accrued expenses.

	June 30, 2015							December 31, 2014
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	392,522		(203,589		)	$	188,933	502,919		(259,390		)	$	243,529
Above-market headquarters office leases, net	15,268		(7,736		)	$	7,532	15,268		(6,867		)	$	8,401
Above-market ground leases, net	9,127		(1,706		)	$	7,421	9,127		(1,522		)	$	7,605
Total intangible liabilities	$	416,917	$	(213,031	)	$	203,886	$	527,314	$	(267,779	)	$	259,535
Remaining Accounts payable and accrued expenses:
Accrued interest						45,945							54,332
Accounts payable and accrued expenses						68,304							82,292
Accrued real estate taxes						81,709							85,910
Deferred gains/income						106,061							114,968
Accrued payroll and other employee liabilities						37,303							55,059
Construction payable						94,429							198,471
Tenant and other deposits						11,966							21,423
Insurance reserve liability						16,707							16,509
Capital lease obligations						11,727							12,066
Conditional asset retirement obligation liability						9,200							10,135
Uncertain tax position liability						5,252							6,663
Other						27,056							17,534
Total remaining Accounts payable and accrued expenses						515,659							675,362
Total Accounts payable and accrued expenses						$	719,545						$	934,897

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STOCK-BASED COMPENSATION PLANS (Tables)

6 Months Ended

Jun. 30, 2015

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

Summary of compensation expense related to stock-based compensation plans

Compensation expense related to stock-based compensation plans for the three and six months ended June 30, 2015, and 2014 is summarized in the following table in thousands:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options - Property management and other costs	$	1,803	$	1,792	$	3,692	$	3,997
Stock options - General and administrative	2,746		3,574		5,540		8,270
Restricted stock - Property management and other costs	769		446		1,542		867
Restricted stock - General and administrative	163		279		311		555
LTIP Units - Property management and other costs	221		—		605		—
LTIP Units - General and administrative	2,512		—		4,978		—
Total	$	8,214	$	6,091	$	16,668	$	13,689

Summary of stock option activity

The following tables summarize stock option and LTIP Unit activity for the Equity Plan for GGP for the six months ended June 30, 2015, and 2014:

	2015				2014
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Stock options Outstanding at January 1,	19,744,224		$	17.36	21,565,281		$	17.28
Granted	267,253		29.15		50,000		22.41
Exercised	(1,046,515	)	16.84		(83,724	)	15.78
Forfeited	(223,195	)	19.98		(244,346	)	19.06
Expired	(3,332	)	19.24		(8,102	)	14.39
Stock options Outstanding at June 30,	18,738,435		$	17.52	21,279,109		$	17.28

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

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 been straight-lined over the term of the lease, to the extent applicable. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	2,032	$	3,193	$	4,332	$	6,452
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	1,444		2,039		3,141		4,142

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Unpaid liability for treasury shares	$ (16,902)	$ 0
Cash Flows provided by Operating Activities:
Net income	1,069,601	308,977
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(24,530)	(26,477)
Distributions received from Unconsolidated Real Estate Affiliates	19,533	19,224
Provision for doubtful accounts	4,577	4,910
Depreciation and amortization	328,797	352,454
Amortization/write-off of deferred finance costs	6,154	5,643
Accretion/write-off of debt market rate adjustments	13,221	12,648
Amortization of intangibles other than in-place leases	33,416	44,810
Straight-line rent amortization	(15,388)	(25,317)
Deferred income taxes	(16,111)	3,570
Gain (Loss) Related to Litigation Settlement	0	(17,854)
Gain (Loss) on Disposition of Assets	(2,174)	(122,154)
Unconsolidated Real Estate Affiliates- gain on investments	(309,787)	0
Gain from changes in control of investment properties and other	(609,013)	0
Gain on extinguishment of debt	0	(66,680)
Loss (gain) on foreign currency	21,448	(8,955)
Net changes:
Accounts and notes receivable	(3,458)	(618)
Prepaid expenses and other assets	16,580	25,750
Deferred expenses	(22,340)	(4,206)
Restricted cash	846	(2,593)
Accounts payable and accrued expenses	(42,500)	(8,203)
Other, net	16,623	13,627
Net cash provided by operating activities	485,495	544,264
Cash Flows provided by (used in) Investing Activities:
Acquisition of real estate and property additions	(341,365)	(160,207)
Development of real estate and property improvements	(335,769)	(272,719)
Payments for Deposits on Real Estate Acquisitions	(77,306)	(81,617)
Proceeds from sales of investment properties	1,055,881	206,346
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	101,399	44,961
Loans to joint venture partners	(211,239)	(87,379)
Decrease in restricted cash	869	2,635
Net cash provided by (used in) investing activities	192,470	(347,980)
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	832,440	1,751,346
Principal payments on mortgages, notes and loans payable	(1,369,192)	(1,448,244)
Deferred finance costs	(2,138)	(10,176)
Treasury stock purchases	0	(555,801)
Payment of Distributions to Noncontrolling Interests	(52,778)	(2,225)
Cash distributions paid to common stockholders	(301,043)	(260,126)
Cash distributions paid to Preferred Stockholders	(7,968)	(7,968)
Cash redemptions paid to holders of common units	(713)	0
Other, net	26,349	1,646
Net cash used in financing activities	(875,043)	(531,548)
Net change in cash and cash equivalents	(197,078)	(335,264)
Cash and cash equivalents at beginning of period	372,471	577,271
Cash and cash equivalents at end of period	175,393	242,007
Supplemental Disclosure of Cash Flow Information:
Interest paid	310,756	344,398
Interest capitalized	7,063	8,543
Income taxes paid	6,291	2,934
Accrued capital expenditures included in accounts payable and accrued expenses	94,429	63,178
Non-Cash Sale of Property
Assets	0	21,426
Liabilities and equity	0	(21,426)
Treasury Stock [Member]
Treasury Stock, Value, Acquired, Cost Method	$ 16,902	$ 0

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, shares authorized	11,000,000,000	11,000,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued	969,726,994	968,340,597
Common stock, shares outstanding	885,648,409	884,912,012
Preferred Stock, shares authorized	500,000,000	500,000,000
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares issued	10,000,000	10,000,000
Preferred Stock, shares outstanding	10,000,000	10,000,000
Common stock in treasury, shares	56,619,390	55,969,390

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to GGPOP Common, Preferred and LTIP Units and the noncontrolling interest in our consolidated joint ventures. The following table reflects the activity included in the allocation to noncontrolling interests.

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Distributions to preferred GGPOP units	$	(2,232	)	$	(2,232	)	$	(4,464	)	$	(4,464	)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units)	(2,283		)	(973		)	(5,722		)	(1,637		)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units)	(887		)	—			(1,793		)	—
Net income allocated to noncontrolling interest in consolidated real estate affiliates	(511		)	(160		)	(953		)	(1,116		)
Allocation to noncontrolling interests	(5,913		)	(3,365		)	(12,932		)	(7,217		)
Other comprehensive (income) loss allocated to noncontrolling interests	(22		)	163			207			148
Comprehensive income allocated to noncontrolling interests	$	(5,935	)	$	(3,202	)	$	(12,725	)	$	(7,069	)

Redeemable Noncontrolling Interests

The noncontrolling interest related to the Common, Preferred, and LTIP Units of GGPOP are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity.

The Common and Preferred Units of GGPOP are recorded 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 redemption value (i.e. fair value) as of each measurement date. 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 income (loss) attributable to General Growth Properties, Inc.

The common redeemable noncontrolling interests have been recorded at fair value for all periods presented. One tranche of preferred redeemable noncontrolling interests has been recorded at fair value, while the other tranches of preferred redeemable noncontrolling interests have been recorded at carrying value.

Generally, the holders of the Common Units share in any distributions by GGPOP with our common stockholders. However, the GGPOP 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. If the holders had requested redemption of the Common Units as of June 30, 2015, the aggregate amount of cash we would have paid would have been $153.3 million.

GGPOP issued Preferred Units that are convertible into Common Units of GGPOP at the rates below (subject to adjustment). The holder may convert the Preferred Units into Common Units of GGPOP at any time, subject to certain restrictions. The Common Units are convertible into common stock at approximately a one-to-one ratio at the current stock price.

	Number of Common Units for each Preferred Unit	Number of Contractual Preferred Units Outstanding as of June 30, 2015	Converted Basis to Common Units Outstanding as of June 30, 2015	Conversion Price		Redemption Value (1)
Series B	3.00000	1,268,957	3,806,871	$	16.66670	101,569
Series D	1.50821	532,750	803,498	33.15188		26,637
Series E	1.29836	502,658	652,631	38.51000		25,133
						$	153,339

(1) The conversion price of Series B preferred units is lower than the GGP June 30, 2015 closing common stock price of $25.66; therefore, the June 30, 2015 common stock price of $25.66, and an additional conversion rate of 1.0397624 shares 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, 2015, and 2014.

Balance at January 1, 2014	$	228,902
Net income	1,637
Distributions	(1,450		)
Other comprehensive loss	(148		)
Fair value adjustment for noncontrolling interests in Operating Partnership	30,762
Balance at June 30, 2014	$	259,703
Balance at January 1, 2015	$	299,296
Net income	5,722
Distributions	(2,222		)
Redemption of GGPOP units	(713		)
Other comprehensive loss	(207		)
Fair value adjustment for noncontrolling interests in Operating Partnership	(25,509		)
Balance at June 30, 2015	$	276,367

Common Stock Dividend

Our Board of Directors declared common stock dividends during 2015 and 2014 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2015
May 21	July 15	July 31, 2015	$	0.17
February 19	April 15	April 30, 2015	0.17
2014
November 14	December 15	January 2, 2015	$	0.17
August 12	October 15	October 31, 2014	0.16
May 15	July 15	July 31, 2014	0.15
February 26	April 15	April 30, 2014	0.15

Our Dividend Reinvestment Plan (“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, 8,876 shares were issued during the six months ended June 30, 2015 and 11,790 shares were issued during the six months ended June 30, 2014.

Common Stock Purchase

In June 2015, we entered into transactions to purchase 650,000 shares of our common stock on multiple exchanges through the open market at a weighted average price of $26.00 per share (Note 18). These shares are presented as Common stock in treasury on our Consolidated Balance Sheets as of June 30, 2015.

Preferred Stock

On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%. The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share.

The Preferred Stock does not have a stated maturity date but we may redeem the Preferred Stock after February 12, 2018, for $25.00 per share plus all accrued and unpaid dividends. We may redeem the Preferred Stock prior to February 12, 2018, in limited circumstances that preserve ownership limits and/or our status as a REIT, as well as during certain circumstances surrounding a change of control. Upon certain circumstances surrounding a change of control, holders of Preferred Stock may elect to convert each share of their Preferred Stock into a number of shares of GGP common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 2.4679 common shares (subject to certain adjustments related to GGP common share splits, subdivisions, or combinations).

Our Board of Directors declared preferred stock dividends during 2015 and 2014 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2015
May 21	June 15	July 1, 2015	$	0.3984
February 19	March 16	April 1, 2015	0.3984
2014
November 14	December 15	January 2, 2015	$	0.3984
August 12	September 15	October 1, 2014	0.3984
May 15	June 16	July 1, 2014	0.3984
February 26	March 17	April 1, 2014	0.3984

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 04, 2015
Document and Entity Information
Entity Registrant Name	General Growth Properties, Inc.
Entity Central Index Key	0001496048
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		885,656,505
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of the Warrants and the dilutive effect of options and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), are computed using the “treasury” method.

Information related to our EPS calculations is summarized as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Numerators - Basic and Diluted:
Income from continuing operations	$	427,853		$	55,236		$	1,069,601		$	114,152
Preferred Stock dividends	(3,984		)	(3,984		)	(7,968		)	(7,968		)
Allocation to noncontrolling interests	(5,913		)	(2,687		)	(12,932		)	(6,175		)
Income from continuing operations - attributable to common stockholders	417,956			48,565			1,048,701			100,009
Discontinued operations	—			121,853			—			194,825
Allocation to noncontrolling interests	—			(678		)	—			(1,042		)
Discontinued operations - net of noncontrolling interests	—			121,175			—			193,783
Net income	427,853			177,089			1,069,601			308,977
Preferred Stock dividends	(3,984		)	(3,984		)	(7,968		)	(7,968		)
Allocation to noncontrolling interests	(5,913		)	(3,365		)	(12,932		)	(7,217		)
Net income attributable to common stockholders	$	417,956		$	169,740		$	1,048,701		$	293,792
Denominators:
Weighted-average number of common shares outstanding - basic	886,218			883,763			885,842			889,975
Effect of dilutive securities	66,371			56,962			67,644			54,408
Weighted-average number of common shares outstanding - diluted	952,589			940,725			953,486			944,383
Anti-dilutive Securities:
Effect of Preferred Units	5,472			5,506			5,472			5,506
Effect of Common Units	4,795			4,834			4,797			4,834
Effect of LTIP Common Units	1,732			—			1,495			—
Weighted-average number of anti-dilutive securities	11,999			10,340			11,764			10,340

For the three and six months ended June 30, 2015 and 2014, dilutive options and dilutive shares related to the Warrants are included in the denominator of EPS.

Outstanding Common Units and LTIP Common Units have been excluded from the diluted EPS calculation for all periods presented because including such units would also require that the share of GGPOP income attributable to such units be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Unit dividend be added back to the net income, resulting in them being anti-dilutive.

GGP owned 56,619,390 and 55,969,390 shares of treasury stock as of June 30, 2015 and June 30, 2014 respectively. These shares are presented as Common stock in treasury, at cost, on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues:
Minimum rents	$ 361,556	$ 385,011	$ 735,669	$ 774,263
Tenant recoveries	168,043	185,064	345,525	366,530
Overage rents	3,485	5,388	12,300	15,209
Management fees and other corporate revenues	26,731	17,717	45,817	34,403
Other	20,166	18,715	34,814	44,373
Total revenues	579,981	611,895	1,174,125	1,234,778
Expenses:
Real estate taxes	56,496	58,342	112,483	115,258
Property maintenance costs	12,903	14,135	32,784	35,559
Marketing	3,710	4,960	8,418	10,764
Other property operating costs	72,471	81,937	148,767	167,603
Provision for doubtful accounts	1,306	2,713	4,577	4,855
Property management and other costs	40,369	40,013	83,162	84,963
General and administrative	12,322	28,232	24,769	39,831
Depreciation and amortization	152,849	175,213	328,797	346,690
Total expenses	352,426	405,545	743,757	805,523
Operating income	227,555	206,350	430,368	429,255
Interest and dividend income	12,843	4,856	21,664	11,265
Interest expense	(142,747)	(175,118)	(315,398)	(354,164)
Gain (loss) on foreign currency	1,463	3,772	(21,448)	8,955
Gain from changes in control of investment properties and other	17,768	0	609,013	0
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests	116,882	39,860	724,199	95,311
(Provision for) benefit from income taxes	(74)	(3,944)	11,085	(7,636)
Equity in income of Unconsolidated Real Estate Affiliates	13,278	19,320	24,530	26,477
Unconsolidated Real Estate Affiliates - gain on investment	297,767	0	309,787	0
Income from continuing operations	427,853	55,236	1,069,601	114,152
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	0	121,853	0	194,825
Net income	427,853	177,089	1,069,601	308,977
Allocation to noncontrolling interests	(5,913)	(3,365)	(12,932)	(7,217)
Net income attributable to General Growth Properties, Inc.	421,940	173,724	1,056,669	301,760
Preferred Stock dividends	(3,984)	(3,984)	(7,968)	(7,968)
Net income attributable to common stockholders	$ 417,956	$ 169,740	$ 1,048,701	$ 293,792
Basic Earnings Per Share:
Continuing operations	$ 0.47	$ 0.06	$ 1.18	$ 0.11
Discontinued operations	0.00	0.14	0.00	0.22
Total basic earnings per share	0.47	0.20	1.18	0.33
Diluted Earnings Per Share:
Continuing operations	0.44	0.05	1.10	0.11
Discontinued operations	0.00	0.13	0.00	0.20
Total diluted earnings per share	0.44	0.18	1.10	0.31
Dividends declared per share	$ 0.17	$ 0.15	$ 0.34	$ 0.30
Comprehensive Income, Net:
Net income	$ 427,853	$ 177,089	$ 1,069,601	$ 308,977
Other comprehensive income (loss)
Foreign currency translation	2,912	3,194	(14,806)	7,145
Other comprehensive income (loss)	2,933	3,161	(14,806)	7,112
Comprehensive income	430,786	180,250	1,054,795	316,089
Comprehensive income allocated to noncontrolling interests	(5,935)	(3,202)	(12,725)	(7,069)
Comprehensive income attributable to General Growth Properties, Inc.	424,851	177,048	1,042,070	309,020
Preferred Stock dividends	(3,984)	(3,984)	(7,968)	(7,968)
Comprehensive income, net, attributable to common stockholders	420,867	173,064	1,034,102	301,052
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)	$ 21	$ (33)	$ 0	$ (33)

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FAIR VALUE

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

FAIR VALUE

Nonrecurring Fair Value of Operating Properties

We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.

Disclosure of Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management’s estimates of fair value are presented below for our debt as of June 30, 2015 and December 31, 2014.

	June 30, 2015				December 31, 2014
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value
Fixed-rate debt	$	11,760,966	$	12,203,737	$	13,606,936	$	14,211,247
Variable-rate debt	1,995,446		2,005,375		2,391,353		2,399,547
	$	13,756,412	$	14,209,112	$	15,998,289	$	16,610,794

(1) Includes market rate adjustments of $33.1 million and $19.9 million as of June 30, 2015 and December 31, 2014, respectively.

The fair value of our Junior Subordinated Notes approximates their carrying amount as of June 30, 2015 and December 31, 2014. We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation.

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

6 Months Ended

Jun. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

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

DISCONTINUED OPERATIONS AND GAINS ON DISPOSITIONS OF OPERATING PROPERTIES

In the first quarter of 2015, the Company adopted Accounting Standards Update (ASU) No. 2014-08, "Reporting Discontinued operations and Disclosures of Disposals of Components of an Entity" issued by the Financial Accounting Standards Board. ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity). The Company’s adoption of ASU No. 2014-08 resulted in a change in how the Company would record operating results and gains on sales of real estate. Any future sales would not be reflected within discontinued operations in the Company’s Consolidated Statements of Comprehensive Income.

The Company did not have any dispositions during the six months ended June 30, 2015 that qualified for discontinued operations presentation subsequent to its adoption of ASU No. 2014-08. The following table summarizes the operations of the properties included in discontinued operations for the three and six months ended June 30, 2014.

	Three Months Ended June 30,			Six Months Ended June 30,
	2014			2014
Retail and other revenue	$	8,436		$	18,489
Retail and other operating expenses	3,659			10,636
Operating income	4,777			7,853
Interest expense, net	(385		)	(1,862		)
Gains on dispositions	117,461			122,154
Net income from operations	121,853			128,145
Gain on debt extinguishment	—			66,680
Net income from discontinued operations	$	121,853		$	194,825

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LITIGATION

6 Months Ended

Jun. 30, 2015

LITIGATION

LITIGATION

LITIGATION

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

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STOCK-BASED COMPENSATION PLANS

6 Months Ended

Jun. 30, 2015

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

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS

The General Growth Properties, Inc. 2010 Equity Plan (the ‘‘Equity Plan’’) reserved for issuance of 4% of outstanding shares on a fully diluted basis. 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 and other employees of GGP’s and its subsidiaries and affiliates are eligible for the Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of GGP’s common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years.

On November 12, 2014, the Company’s Equity Plan was amended to allow for the grant of LTIP Units to certain officers, directors, and employees of the Company as an alternative to the Company’s stock options. LTIP Units are classes of partnership interests that under certain conditions, including vesting, are convertible by the holder into Common Units, which are redeemable by the holder for Common Shares on a one-to-one ratio (subject to adjustment for changes to GGP’s capital structure) or for the cash value of such shares at the option of the Company.

Compensation expense related to stock-based compensation plans for the three and six months ended June 30, 2015, and 2014 is summarized in the following table in thousands:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options - Property management and other costs	$	1,803	$	1,792	$	3,692	$	3,997
Stock options - General and administrative	2,746		3,574		5,540		8,270
Restricted stock - Property management and other costs	769		446		1,542		867
Restricted stock - General and administrative	163		279		311		555
LTIP Units - Property management and other costs	221		—		605		—
LTIP Units - General and administrative	2,512		—		4,978		—
Total	$	8,214	$	6,091	$	16,668	$	13,689

The following tables summarize stock option and LTIP Unit activity for the Equity Plan for GGP for the six months ended June 30, 2015, and 2014:

	2015				2014
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Stock options Outstanding at January 1,	19,744,224		$	17.36	21,565,281		$	17.28
Granted	267,253		29.15		50,000		22.41
Exercised	(1,046,515	)	16.84		(83,724	)	15.78
Forfeited	(223,195	)	19.98		(244,346	)	19.06
Expired	(3,332	)	19.24		(8,102	)	14.39
Stock options Outstanding at June 30,	18,738,435		$	17.52	21,279,109		$	17.28

	2015				2014
	Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
LTIP Units Outstanding at January 1,	—		$	—	—	$	—
Granted	1,758,396		29.33		—	—
Exercised	—		—		—	—
Forfeited	(8,846	)	29.15		—	—
Expired	—		—		—	—
LTIP Units Outstanding at June 30,	1,749,550		$	29.33	—	$	—

There was no significant restricted stock activity for the six months ended June 30, 2015 and 2014.

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INCOME TAXES

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

We have elected to be taxed as a REIT under the Internal Revenue Code. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable ordinary income. In addition, the Company is required to meet certain asset and income tests.

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we 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 we qualify for taxation as a REIT, we 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 and capital gains. We are currently statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2011 through 2014 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2010 through 2014.

We believe that it is reasonably possible that all of our currently remaining unrecognized tax benefits may be recognized by the end of 2015 upon the expiration of the statute of limitations.

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STOCK-BASED COMPENSATION PLANS (Details 3) - $ / shares	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Shares
Exercised (in shares)	(1,046,515)	(83,724)
LTIP Common Units [Member]
Shares
Stock options Outstanding at the beginning of the period (in shares)	0	0
Granted (in shares)	1,758,396	0
Exercised (in shares)	0	0
Forfeited (in shares)	(8,846)	0
Expired (in shares)	0	0
Stock options Outstanding at the end of the period (in shares)	1,749,550	0
Weighted Average Exercise Price
Stock options Outstanding at the beginning of the period (in dollars per share)	$ 0.00	$ 0.00
Granted (in dollars per share)	29.33	0.00
Exercised (in dollars per share)	0.00	0.00
Forfeited (in dollars per share)	29.15	0.00
Expired (in dollars per share)	0.00	0.00
Stock options Outstanding at the end of the period (in dollars per share)	$ 29.33	$ 0.00

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UNCONSOLIDATED REAL ESTATE AFFILIATES

6 Months Ended

Jun. 30, 2015

UNCONSOLIDATED REAL ESTATE AFFILIATES

UNCONSOLIDATED REAL ESTATE AFFILIATES

UNCONSOLIDATED REAL ESTATE AFFILIATES

The following is summarized financial information for all of our Unconsolidated Real Estate Affiliates.

	June 30, 2015			December 31, 2014
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1)
Assets:
Land	$	1,749,919		$	1,152,485
Buildings and equipment	13,424,126			10,009,490
Less accumulated depreciation	(2,948,673		)	(2,591,347		)
Construction in progress	795,733			125,931
Net property and equipment	13,021,105			8,696,559
Investment in unconsolidated joint ventures	436,052			16,462
Net investment in real estate	13,457,157			8,713,021
Cash and cash equivalents	403,883			308,621
Accounts and notes receivable, net	223,182			203,511
Deferred expenses, net	364,387			281,835
Prepaid expenses and other assets	606,857			594,257
Total assets	$	15,055,466		$	10,101,245
Liabilities and Owners’ Equity:	\
Mortgages, notes and loans payable	$	10,715,342		$	7,945,828
Accounts payable, accrued expenses and other liabilities	618,319			418,995
Cumulative effect of foreign currency translation (“CFCT”)	(47,062		)	(35,238		)
Owners’ equity, excluding CFCT	3,768,867			1,771,660
Total liabilities and owners’ equity	$	15,055,466		$	10,101,245
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	3,721,805		$	1,736,422
Less: joint venture partners’ equity	(1,732,801		)	(861,515		)
Plus: excess investment/basis differences	1,462,604			1,694,257
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	3,451,608		$	2,569,164
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	$	3,488,329		$	2,604,762
Liability - Investment in Unconsolidated Real Estate Affiliates	(36,721		)	(35,598		)
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	3,451,608		$	2,569,164

(1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Ala Moana Center as of June 30, 2015 as the property was contributed into a joint venture during the first quarter of 2015.

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1)
Revenues:
Minimum rents	$	259,243		$	212,018		$	483,202		$	397,118
Tenant recoveries	110,654			87,246			208,679			174,592
Overage rents	5,517			4,244			11,668			9,098
Other	12,526			7,340			25,055			19,076
Total revenues	387,940			310,848			728,604			599,884
Expenses:
Real estate taxes	35,536			26,956			62,416			54,592
Property maintenance costs	10,348			8,210			23,003			19,803
Marketing	3,974			3,223			7,954			6,790
Other property operating costs	50,989			40,819			98,558			82,715
Provision for doubtful accounts	927			227			4,264			1,043
Property management and other costs (2)	15,641			13,955			30,894			28,122
General and administrative	12,407			5,326			13,521			5,810
Depreciation and amortization	99,991			76,901			193,913			152,527
Total expenses	229,813			175,617			434,523			351,402
Operating income	158,127			135,231			294,081			248,482
Interest income	1,609			1,301			3,563			2,848
Interest expense	(108,688		)	(73,325		)	(200,985		)	(146,010		)
Provision for income taxes	(159		)	(91		)	(364		)	(279		)
Equity in loss of unconsolidated joint ventures	(302		)	—			(482		)	—
Income from continuing operations	50,587			63,116			95,813			105,041
Net income from disposed investment	—			454			—			778
Allocation to noncontrolling interests	(8		)	(13		)	(17		)	(17		)
Net income attributable to the ventures	$	50,579		$	63,557		$	95,796		$	105,802
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	50,579		$	63,557		$	95,796		$	105,802
Joint venture partners’ share of income	(24,321		)	(34,011		)	(46,564		)	(58,224		)
Amortization of capital or basis differences	(12,980		)	(10,226		)	(24,702		)	(21,101		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,278		$	19,320		$	24,530		$	26,477

(1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Ala Moana Center subsequent to the formation of the joint venture on February 27, 2015.

(2) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI.

The Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures that are not consolidated. We hold interests in 27 domestic joint ventures, comprising 42 U.S. retail properties and two strip/other retail centers, and one joint venture in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method.

On January 29, 2015, we sold our interest in a joint venture that owns Trails Village, which resulted in our recognition of a gain of $12.0 million. The $12.0 million is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income.

On April 10, 2015, we sold a 12.5% interest in Ala Moana Center, which resulted in our recognition of a gain of $297.8 million (Note 3). The $297.8 million is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income.

To the extent that the Company contributes assets to a joint venture accounted for using the equity method, the Company’s investment in the joint venture is recorded at the Company’s cost basis in the assets that were contributed to the joint venture. The Company will recognize gains and losses on the contribution of its real estate to joint ventures, relating solely to the outside partner’s interest, to the extent the buyer is independent of the Company, the collection of the sales price is reasonably assured, and the Company will not be required to support the operations of the property or its related obligations to an extent greater than its proportionate interest.

Unconsolidated Mortgages, Notes and Loans Payable, and Retained Debt

Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $5.5 billion as of June 30, 2015 and $3.9 billion as of December 31, 2014, including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates (“Retained Debt”). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had retained debt of $88.6 million at one property as of June 30, 2015, and $89.3 million as of December 31, 2014. We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of June 30, 2015, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

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MORTGAGES, NOTES AND LOANS PAYABLE

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Fair Value Disclosures [Text Block]

FAIR VALUE

Nonrecurring Fair Value of Operating Properties

We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.

Disclosure of Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management’s estimates of fair value are presented below for our debt as of June 30, 2015 and December 31, 2014.

	June 30, 2015				December 31, 2014
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value
Fixed-rate debt	$	11,760,966	$	12,203,737	$	13,606,936	$	14,211,247
Variable-rate debt	1,995,446		2,005,375		2,391,353		2,399,547
	$	13,756,412	$	14,209,112	$	15,998,289	$	16,610,794

(1) Includes market rate adjustments of $33.1 million and $19.9 million as of June 30, 2015 and December 31, 2014, respectively.

The fair value of our Junior Subordinated Notes approximates their carrying amount as of June 30, 2015 and December 31, 2014. We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation.

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows:

	June 30, 2015 (1)		Weighted-Average Interest Rate (2)		December 31, 2014 (3)		Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable (4)	$	11,757,565	4.45	%	$	13,600,337	4.52	%
Corporate and other unsecured loans	3,401		4.41	%	6,599		4.41	%
Total fixed-rate debt	11,760,966		4.45	%	13,606,936		4.52	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	1,995,446		2.00	%	2,291,353		2.00	%
Revolving credit facility	—		—		100,000		1.73	%
Total variable-rate debt	1,995,446		2.00	%	2,391,353		1.99	%
Total Mortgages, notes and loans payable	$	13,756,412	4.09	%	$	15,998,289	4.14	%
Junior subordinated notes	$	206,200	1.73	%	$	206,200	1.68	%

(1) Includes $33.1 million of market rate adjustments, net.

(2) Represents the weighted-average interest rates on our contractual principal balances.

(3) Includes $19.9 million of market rate adjustments, net.

(4) $100.0 million of the fixed-rate balance and $1.4 billion of the variable-rate balance is cross-collateralized.

Collateralized Mortgages, Notes and Loans Payable

As of June 30, 2015, $17.9 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.5 billion of debt, are cross-collateralized with other properties. Although a majority of the $13.8 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $1.7 billion of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans 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.

During the six months ended June 30, 2015, we refinanced consolidated mortgage notes totaling $570.0 million at two properties and generated net proceeds of $200.0 million. The prior loans totaling $370.0 million had a weighted-average term-to-maturity of 1.6 years, and a weighted-average interest rate of 5.8%. The new loans have a weighted-average term-to-maturity of 11.2 years, and a weighted-average interest rate of 3.7%. In addition, we paid down $594.3 million of consolidated mortgage notes at five properties. The prior loans had a weighted-average term-to-maturity of 1.5 years, and a weighted-average interest rate of 5.3%.

Corporate and Other Unsecured Loans

We have certain unsecured debt obligations, the terms of which are described below:

	June 30, 2015 (2)		Weighted-Average Interest Rate		December 31, 2014 (2)		Weighted-Average Interest Rate
Unsecured debt:
HHC Note (1)	$	3,404	4.41	%	$	6,735	4.41	%
Revolving credit facility	—		—		100,000		1.73	%
Total unsecured debt	$	3,404	4.41	%	$	106,735	1.90	%

(1) Matures in December 2015.

(2) Excludes minimal market rate discounts that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan.

Our revolving credit facility (the “Facility”) as amended on October 23, 2013, provides for revolving loans of up to $1.1 billion. The Facility has an uncommitted accordion feature for a total facility of up to $1.5 billion. The Facility is scheduled to mature in October 2018 and is unsecured. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 132.5 to 195 basis points, which is determined by the Company’s leverage level. The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt-to-value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of June 30, 2015. No amounts are outstanding on the Facility, as of June 30, 2015.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPN, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006. The Trust also issued $6.2 million of Common Securities to GGPOP. The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior subordinated notes of GGPOP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior subordinated notes. The Junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust currently is a wholly-owned subsidiary of GGPN, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $49.7 million as of June 30, 2015 and $49.1 million as of December 31, 2014. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of June 30, 2015.

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WARRANTS

6 Months Ended

Jun. 30, 2015

WARRANTS

WARRANTS

WARRANTS

Brookfield owns 73,930,000 warrants (the “Warrants”) to purchase common stock of GGP with an initial weighted average exercise price of $10.70. Each Warrant was fully vested upon issuance, has a term of seven years and expires on November 9, 2017. Below is a summary of Warrants that were originally issued and are still outstanding.

Initial Warrant Holder	Number of Warrants	Initial Exercise Price
Brookfield - A	57,500,000	$	10.75
Brookfield - B	16,430,000	10.50
	73,930,000

The exercise prices of the Warrants are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events. In accordance with the agreement, these calculations adjust both the exercise price and the number of shares issuable for the originally issued 73,930,000 Warrants. During 2014 and 2015, the number of shares issuable upon exercise of the outstanding Warrants changed as follows:

		Exercise Price
Record Date	Issuable Shares	Brookfield - A	Brookfield - B
April 15, 2014	85,668,428	9.28	9.06
July 15, 2014	86,215,500	9.22	9.01
October 15, 2014	86,806,928	9.16	8.94
December 15, 2014	87,353,999	9.10	8.89
April 15, 2015	87,856,714	9.05	8.84

Brookfield has the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 68,000,000 shares of common stock) or net share settle. The remaining 16,430,000 Warrants owned or managed by Brookfield must be net share settled. As of June 30, 2015, the Warrants are exercisable into approximately 57 million common shares of the Company, at a weighted-average exercise price of approximately $9.00 per share. Due to their ownership of Warrants, Brookfield’s potential ownership of the Company may change as a result of payments of dividends and changes in our stock price.

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Contractual rent expense, including participation rent	$ 2,032	$ 3,193	$ 4,332	$ 6,452
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	$ 1,444	$ 2,039	$ 3,141	$ 4,142

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Intangible liabilities:
Gross Liability	$ 416,917	$ 527,314
Accumulated Accretion	(213,031)	(267,779)
Balance	203,886	259,535
Remaining Accounts payable and accrued expenses:
Accrued interest	45,945	54,332
Accounts payable and accrued expenses	68,304	82,292
Accrued real estate taxes	81,709	85,910
Deferred gains/income	106,061	114,968
Accrued payroll and other employee liabilities	37,303	55,059
Construction payable	94,429	198,471
Tenant and other deposits	11,966	21,423
Insurance reserve liability	16,707	16,509
Capital lease obligations	11,727	12,066
Conditional asset retirement obligation liability	9,200	10,135
Uncertain tax position liability	5,252	6,663
Other	27,056	17,534
Total remaining Accounts payable and accrued expenses	515,659	675,362
Total Accounts payable and accrued expenses	719,545	934,897
Below-market tenant leases, net
Intangible liabilities:
Gross Liability	392,522	502,919
Accumulated Accretion	(203,589)	(259,390)
Balance	188,933	243,529
Above-market headquarters office leases, net
Intangible liabilities:
Gross Liability	15,268	15,268
Accumulated Accretion	(7,736)	(6,867)
Balance	7,532	8,401
Above-market ground leases, net
Intangible liabilities:
Gross Liability	9,127	9,127
Accumulated Accretion	(1,706)	(1,522)
Balance	$ 7,421	$ 7,605

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Schedule of activity included in allocation to noncontrolling interests

The following table reflects the activity included in the allocation to noncontrolling interests.

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Distributions to preferred GGPOP units	$	(2,232	)	$	(2,232	)	$	(4,464	)	$	(4,464	)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units)	(2,283		)	(973		)	(5,722		)	(1,637		)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units)	(887		)	—			(1,793		)	—
Net income allocated to noncontrolling interest in consolidated real estate affiliates	(511		)	(160		)	(953		)	(1,116		)
Allocation to noncontrolling interests	(5,913		)	(3,365		)	(12,932		)	(7,217		)
Other comprehensive (income) loss allocated to noncontrolling interests	(22		)	163			207			148
Comprehensive income allocated to noncontrolling interests	$	(5,935	)	$	(3,202	)	$	(12,725	)	$	(7,069	)

Schedule of redeemable noncontrolling interests

The Common Units are convertible into common stock at approximately a one-to-one ratio at the current stock price.

	Number of Common Units for each Preferred Unit	Number of Contractual Preferred Units Outstanding as of June 30, 2015	Converted Basis to Common Units Outstanding as of June 30, 2015	Conversion Price		Redemption Value (1)
Series B	3.00000	1,268,957	3,806,871	$	16.66670	101,569
Series D	1.50821	532,750	803,498	33.15188		26,637
Series E	1.29836	502,658	652,631	38.51000		25,133
						$	153,339

(1) The conversion price of Series B preferred units is lower than the GGP June 30, 2015 closing common stock price of $25.66; therefore, the June 30, 2015 common stock price of $25.66, and an additional conversion rate of 1.0397624 shares is used to calculate the Series B redemption value.

Schedule of activity of redeemable noncontrolling interests

The following table reflects the activity of the redeemable noncontrolling interests for the six months ended June 30, 2015, and 2014.

Balance at January 1, 2014	$	228,902
Net income	1,637
Distributions	(1,450		)
Other comprehensive loss	(148		)
Fair value adjustment for noncontrolling interests in Operating Partnership	30,762
Balance at June 30, 2014	$	259,703
Balance at January 1, 2015	$	299,296
Net income	5,722
Distributions	(2,222		)
Redemption of GGPOP units	(713		)
Other comprehensive loss	(207		)
Fair value adjustment for noncontrolling interests in Operating Partnership	(25,509		)
Balance at June 30, 2015	$	276,367

Summary of dividends declared

Our Board of Directors declared common stock dividends during 2015 and 2014 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2015
May 21	July 15	July 31, 2015	$	0.17
February 19	April 15	April 30, 2015	0.17
2014
November 14	December 15	January 2, 2015	$	0.17
August 12	October 15	October 31, 2014	0.16
May 15	July 15	July 31, 2014	0.15
February 26	April 15	April 30, 2014	0.15

Schedule of Preferred Dividends Payable

Our Board of Directors declared preferred stock dividends during 2015 and 2014 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2015
May 21	June 15	July 1, 2015	$	0.3984
February 19	March 16	April 1, 2015	0.3984
2014
November 14	December 15	January 2, 2015	$	0.3984
August 12	September 15	October 1, 2014	0.3984
May 15	June 16	July 1, 2014	0.3984
February 26	March 17	April 1, 2014	0.3984

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MORTGAGES, NOTES AND LOANS PAYABLE (Details) $ in Thousands		6 Months Ended	12 Months Ended
		Jun. 30, 2015 USD ($) item	Dec. 31, 2006 USD ($)	Dec. 31, 2014 USD ($)
Mortgages, notes and loans payable
Fixed-rate debt	[1]	$ 11,760,966		$ 13,606,936
Long Term Debt, Percentage Bearing Fixed Interest, Fair Value		12,203,737		14,211,247
Long-term debt		$ 3,404		$ 106,735
Weighted-average fixed interest rate (as a percent)		4.45%		4.52%
Weighted-average variable interest rate (as a percent)		2.00%		1.99%
Mortgages, notes and loans payable	[1]	$ 13,756,412		$ 15,998,289
Long-term Debt, Weighted Average Interest Rate		4.09%		4.14%
Variable-rate debt	[1]	$ 1,995,446		$ 2,391,353
Long Term Debt, Percentage Bearing Variable Interest, Fair Value		2,005,375		2,399,547
Market rate adjustments		$ 33,100		$ 19,900
Number of properties with mortgage notes refinanced | item		2
Term to maturity		1 year 6 months
Debt, Weighted Average Interest Rate		4.41%		1.90%
Loans Payable		$ 594,300
Variable rate basis		LIBOR
Outstanding letter of credit and surety bonds		$ 49,700		$ 49,100
Debt Instrument, Fair Value Disclosure		$ 14,209,112		$ 16,610,794
GGP Capital Trust I
Mortgages, notes and loans payable
Variable rate basis		LIBOR
Issuance of trust preferred securities			$ 200,000
Common securities issued to GGLP			$ 6,200
Trust Preferred Securities, basis spread on variable rate		1.45%
Revolving credit facility
Mortgages, notes and loans payable
Long-term debt		$ 0
Weighted-average variable interest rate (as a percent)		0.00%		1.73%
Variable-rate debt		$ 0		$ 100,000
Maximum borrowing capacity		1,100,000
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 1,500,000
Revolving credit facility | Minimum
Mortgages, notes and loans payable
Basis spread on variable rate (as a percent)		132.50%
Revolving credit facility | Maximum
Mortgages, notes and loans payable
Basis spread on variable rate (as a percent)		195.00%
Line of Credit [Member] | Minimum
Mortgages, notes and loans payable
Basis spread on variable rate (as a percent)		1.325%
Line of Credit [Member] | Maximum
Mortgages, notes and loans payable
Basis spread on variable rate (as a percent)		1.95%
Corporate Note Securities [Member]
Mortgages, notes and loans payable
Fixed-rate debt		$ 3,404		6,735
Collateralized mortgages, notes and loans payable
Mortgages, notes and loans payable
Fixed-rate debt		$ 11,757,565		$ 13,600,337
Weighted-average fixed interest rate (as a percent)		4.45%		4.52%
Weighted-average variable interest rate (as a percent)		2.00%		2.00%
Mortgages, notes and loans payable		$ 13,800,000
Variable-rate debt		1,995,446		$ 2,291,353
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral		17,900,000
Secured debt, cross-collateralized with other properties		1,500,000
Amount of recourse fixed and variable rate debt		1,700,000
Value of mortgage notes refinanced		570,000
Proceeds from mortgage loans refinanced		200,000
Prior loans repaid		370,000
Junior Subordinated Notes due 2041
Mortgages, notes and loans payable
Long-term debt		$ 206,200		$ 206,200
Weighted-average variable interest rate (as a percent)		1.73%		1.68%
Prior loans
Mortgages, notes and loans payable
Term to maturity		1 year 7 months
Debt, Weighted Average Interest Rate		5.80%
New Loan
Mortgages, notes and loans payable
Term to maturity		11 years 2 months
Debt, Weighted Average Interest Rate		3.70%
522310 Mortgage and Nonmortgage Loan Brokers [Member]
Mortgages, notes and loans payable
Debt, Weighted Average Interest Rate		5.30%
Corporate and other unsecured loans
Mortgages, notes and loans payable
Fixed-rate debt		$ 3,401		$ 6,599
Weighted-average fixed interest rate (as a percent)		4.41%		4.41%
Cross-collateralized | Collateralized mortgages, notes and loans payable
Mortgages, notes and loans payable
Fixed-rate debt		$ 100,000
Variable-rate debt		$ 1,400,000

[1] Includes market rate adjustments of $33.1 million and $19.9 million as of June 30, 2015 and December 31, 2014, respectively.

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PREPAID EXPENSES AND OTHER ASSETS

6 Months Ended

Jun. 30, 2015

Prepaid Expense and Other Assets [Abstract]

PREPAID EXPENSES AND OTHER ASSETS

PREPAID EXPENSES AND OTHER ASSETS

The following table summarizes the significant components of Prepaid expenses and other assets.

	June 30, 2015							December 31, 2014
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	692,940	$	(411,954	)	$	280,986	$	870,103	$	(498,016	)	$	372,087
Below-market ground leases, net	119,545		(9,714		)	109,831		119,866		(8,906		)	110,960
Real estate tax stabilization agreement, net	111,506		(29,302		)	82,204		111,506		(26,146		)	85,360
Total intangible assets	$	923,991	$	(450,970	)	$	473,021	$	1,101,475	$	(533,068	)	$	568,407
Remaining prepaid expenses and other assets:
Security and escrow deposits						81,511							93,676
Prepaid expenses						43,293							76,306
Other non-tenant receivables (1)						282,200							28,712
Deferred tax, net of valuation allowances						7,123							4,220
Other						27,779							42,456
Total remaining prepaid expenses and other assets						441,906							245,370
Total prepaid expenses and other assets						$	914,927						$	813,777

(1) Includes receivable due from our joint venture partners due upon completion of the redevelopment at Ala Moana.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated.

We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our 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. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type. Our operating properties have similar economic characteristics and provide similar products and services to our tenants.There are no individual operating segments that are greater than 10% of combined revenue, Company NOI, or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company’s operating properties are aggregated into a single reportable segment.

Properti

Properties

Properties

Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets.

Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below).

We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 20 - 45 years.

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

	Years
Buildings and improvements	10 - 45
Equipment and fixtures	3 - 20
Tenant improvements	Shorter of useful life or applicable lease term

Acquisitions of Operating Properties

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships.

Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term.

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.

	Gross Asset		Accumulated Amortization			Net Carrying Amount
As of June 30, 2015
Tenant leases:
In-place value	$	450,625	$	(271,229	)	$	179,396
As of December 31, 2014
Tenant leases:
In-place value	$	608,840	$	(362,531	)	$	246,309

The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets (Note 14). The below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our Income from continuing operations:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Amortization/accretion effect on continuing operations	$	(29,007	)	$	(52,931	)	$	(77,887	)	$	(105,020	)

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2015 Remaining	$	54,680
2016	92,460
2017	69,282
2018	44,731
2019	26,427

Management Fees and Other Corporate Revenues

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 6. The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Management fees from affiliates	$	26,731		$	17,717		$	45,817		$	34,403
Management fee expense	(7,651		)	(6,560		)	(14,927		)	(13,250		)
Net management fees from affiliates	$	19,080		$	11,157		$	30,890		$	21,153

Impairment

Impairment

Operating properties

We regularly review our consolidated properties 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 operating income, significant decreases in occupancy percentage, debt maturities and management’s intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, 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 property 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 group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

Although we may market a property for sale, there can be no assurance that the transaction will occur until the sale is finalized. However, GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

Impairment charges are recorded in the Consolidated Statements of Comprehensive Income when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition.

No provisions for impairment were recognized for the three and six months ended June 30, 2015 and 2014.

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and six months ended June 30, 2015 and 2014.

Fair Value Measurements

Fair Value Measurements (Note 5)

The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets;

• Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Effective January 1, 2015 the definition of discontinued operations has been revised to limit what qualifies for this classification and presentation to disposals of components of a company that represent strategic shifts that have (or will have) a major effect on the company’s operations and financial results. Required expanded disclosures for disposals or disposal groups that qualify for discontinued operations are intended to provide users of financial statements with enhanced information about the assets, liabilities, revenues and expenses of such discontinued operations. In addition, in accordance with this pronouncement, companies are required to disclose the pretax profit or loss of an individually significant component that does not qualify for discontinued operations treatment. Pursuant to its terms, we have adopted this pronouncement effective January 1, 2015. This definition has been applied prospectively and is anticipated to substantially reduce the number of transactions, going forward, that qualify for discontinued operations as compared to historical results. (See Note 4).

Effective January 1, 2016, companies will be required to present debt issuance costs related to a recognized debt liability (excluding revolving credit facility) as a direct deduction from the carrying amount of that debt liability on the balance sheet. The recognition and measurement guidance for debt issuance costs will not be affected. The adoption of this pronouncement will result in the reclassification of unamortized capitalized loan fees from other assets to a direct reduction of the Company’s indebtedness on the consolidated balance sheets.

Effective January 1, 2018, companies will be required to apply a five-step model in accounting for revenue arising from contracts with customers. The core principle of the revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this pronouncement. The new standard can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements.

Use of Estimates

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, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues:
Minimum rents	$ 361,556	$ 385,011	$ 735,669	$ 774,263
Tenant recoveries	168,043	185,064	345,525	366,530
Overage rents	3,485	5,388	12,300	15,209
Other	20,166	18,715	34,814	44,373
Total revenues	579,981	611,895	1,174,125	1,234,778
Expenses:
Real estate taxes	56,496	58,342	112,483	115,258
Property maintenance costs	12,903	14,135	32,784	35,559
Marketing	3,710	4,960	8,418	10,764
Other property operating costs	72,471	81,937	148,767	167,603
Provision for doubtful accounts	1,306	2,713	4,577	4,855
Property management and other costs	40,369	40,013	83,162	84,963
General and administrative	12,322	28,232	24,769	39,831
Depreciation and amortization	152,849	175,213	328,797	346,690
Total expenses	352,426	405,545	743,757	805,523
Operating income	227,555	206,350	430,368	429,255
Interest expense	(142,747)	(175,118)	(315,398)	(354,164)
Provision for income taxes	(74)	(3,944)	11,085	(7,636)
Income (Loss) from Unconsolidated Joint Ventures		0		0
Income from continuing operations	427,853	55,236	1,069,601	114,152
Allocation to noncontrolling interests	(5,913)	(3,365)	(12,932)	(7,217)
Net income attributable to common stockholders	417,956	169,740	1,048,701	293,792
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	417,956	169,740	1,048,701	293,792
Equity in income of Unconsolidated Real Estate Affiliates	13,278	19,320	24,530	26,477
Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	259,243	212,018	483,202	397,118
Tenant recoveries	110,654	87,246	208,679	174,592
Overage rents	5,517	4,244	11,668	9,098
Other	12,526	7,340	25,055	19,076
Total revenues	387,940	310,848	728,604	599,884
Expenses:
Real estate taxes	35,536	26,956	62,416	54,592
Property maintenance costs	10,348	8,210	23,003	19,803
Marketing	3,974	3,223	7,954	6,790
Other property operating costs	50,989	40,819	98,558	82,715
Provision for doubtful accounts	927	227	4,264	1,043
Property management and other costs	15,641	13,955	30,894	28,122
General and administrative	12,407	5,326	13,521	5,810
Depreciation and amortization	99,991	76,901	193,913	152,527
Total expenses	229,813	175,617	434,523	351,402
Operating income	158,127	135,231	294,081	248,482
Interest and dividend income	1,609	1,301	3,563	2,848
Interest expense	(108,688)	(73,325)	(200,985)	(146,010)
Provision for income taxes	(159)	(91)	(364)	(279)
Income (Loss) from Unconsolidated Joint Ventures	(302)		(482)
Income from continuing operations	50,587	63,116	95,813	105,041
Net income from disposed investment	0	454	0	778
Allocation to noncontrolling interests	(8)	(13)	(17)	(17)
Net income attributable to common stockholders	50,579	63,557	95,796	105,802
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	50,579	63,557	95,796	105,802
Joint venture partners’ share of income	(24,321)	(34,011)	(46,564)	(58,224)
Amortization of capital or basis differences	(12,980)	(10,226)	(24,702)	(21,101)
Equity in income of Unconsolidated Real Estate Affiliates	$ 13,278	$ 19,320	$ 24,530	$ 26,477

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ORGANIZATION (Details) - Jun. 30, 2015 - property	Total
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)	99.00%
Ownership in GGP Limited held by limited partners (as a percent)	1.00%
United States | Regional Malls
Real estate properties
Number of real estate properties in portfolio	131
GGPLP
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)	1.50%

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CONSOLIDATED STATEMENTS OF EQUITY - Subsequent Event Type [Domain] - USD ($) $ in Thousands	Total	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock [Member]	Noncontrolling Interest [Member]	Common Stock [Member]
Owners’ equity	$ 8,185,263	$ 242,042	$ 11,372,443	$ (2,915,723)	$ (38,173)	$ (566,863)	$ 82,142	$ 9,395
Noncontrolling Interest in Operating Partnership, Period Increase (Decrease)	(27,593)		(27,593)
Contributions from (Distributions to) Noncontrolling Interests	(2,224)						(2,224)
Net Income (Loss), Equity Statement	302,875			301,760			1,115
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	1,398		1,397					1
Stock Issued During Period, Value, Employee Stock Purchase Plan	1,971		1,970					1
Stock Issued During Period, Value, Stock Options Exercised	13,601		13,600					$ 1
Stock Repurchased During Period, Value	(555,801)
Cash Dividends Reinvested Stock	252		252
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	7,260				7,260
Dividends, Common Stock, Cash	266,168			266,168
Dividends, Preferred Stock, Cash	7,968			7,968
Owners’ equity	7,652,866	$ 242,042	11,362,069	(2,888,099)	(30,913)	(1,122,664)	81,033	$ 9,398
Owners’ equity	7,685,520	242,042	11,351,625	(2,822,740)	(51,753)	(1,122,664)	79,601	9,409
Noncontrolling Interest in Operating Partnership, Period Increase (Decrease)	25,509		25,509
Contributions from (Distributions to) Noncontrolling Interests	(52,778)						(52,778)
Noncontrolling interests Issued During Period Value LTIP Award Net Of Forfeitures	5,557
Net Income (Loss), Equity Statement	1,059,415			1,056,669			2,746
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	1,871	0	1,869					2
Stock Issued During Period, Value, Employee Stock Purchase Plan	2,227		2,226					1
Stock Issued During Period, Value, Stock Options Exercised	26,821		26,811					10
Stock Repurchased During Period, Value	(16,902)
Cash Dividends Reinvested Stock	248	0	248					0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(14,599)				(14,599)
Dividends, Common Stock, Cash	301,280			301,280
Dividends, Preferred Stock, Cash	7,968			7,968
Owners’ equity	$ 8,413,641	$ 242,042	$ 11,408,288	$ (2,075,319)	$ (66,352)	$ (1,139,566)	$ 35,126	$ 9,422

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ACQUISITIONS AND JOINT VENTURE ACTIVITY

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

ACQUISITIONS AND JOINT VENTURE ACTIVITY

CQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

On April 27, 2015, we sold the office portion of 200 Lafayette in New York, New York for a gross purchase price of approximately $124.5 million. This transaction resulted in a gain on sale of $11.9 million recognized in gain from changes in control of investment properties and other on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015.

On April 17, 2015, we and our joint venture partners acquired the Crown Building located at 730 Fifth Avenue in New York, New York for a purchase price of $1.78 billion, which was funded with $1.25 billion of secured debt. We have an effective 50% interest in the retail portion of the property. GGP and Jeff Sutton will own, redevelop, lease and manage the retail portion of the property which is $1.30 billion of the purchase price. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower which is $475.0 million of the purchase price. The office tower will be redeveloped into luxury residential condominiums. Our share of the retail property purchase price is $650.0 million, and our share of the equity is $208.5 million. In connection with the acquisition, we provided $204.3 million in loans to our joint venture partners.

On April 1, 2015 we acquired a 50% interest in a joint venture to own 85 Fifth Avenue in New York, New York. The total purchase price was $86.0 million which was funded with $60.0 million of secured debt. GGP’s share of the equity is $14.0 million. In connection with the acquisition, we provided a $7.0 million loan to our joint venture partner.

On March 31, 2015, we acquired a 50% interest in a joint venture with Sears Holdings Corporation that owns anchor pads and in-place leases at 12 stores located at our properties for approximately $165.0 million. We recorded the investment in the joint venture for approximately $164.5 million ($165.0 million net of prorations and acquisition costs) to investment in and loans to/from Unconsolidated Real Estate Affiliates on our Consolidated Balance Sheet as of March 31, 2015. We have also committed to invest $33.3 million in a new REIT formed by Sears Holdings Corporation (Note 18).

We account for the interests in the Crown, 85 Fifth, and Sears joint ventures under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights.

On February 27, 2015, we sold a 25% interest in Ala Moana Center in Honolulu, Hawaii for net proceeds of $907.0 million. We received $670.0 million at closing and will receive the remaining proceeds of $237.0 million in late 2016 upon completion of the redevelopment and expansion. Subsequently on April 10, 2015, we sold an additional 12.5% interest in Ala Moana Center for net proceeds of $453.5 million to another joint venture partner. We received $335.0 million at closing and will receive the remaining proceeds of $118.5 million in late 2016 upon completion of the redevelopment and expansion. As a result, our joint venture partners received a combined 37.5% economic interest in the joint venture.

Upon sale of the 25% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $584.4 million gain on change in control of investment properties and other as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the six months ended June 30, 2015, we recognized an additional $12.8 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through June 30, 2015. We will recognize an additional $51.4 million gain on change of control of investment properties and other through substantial completion of construction. In total, we recorded a gain from change in control of investment properties and other of $6.0 million and $597.2 million on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015, respectively, as a result of this transaction.

Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the six months ended June 30, 2015, we recognized an additional $1.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through June 30, 2015. We will recognize an additional $25.6 million gain in Unconsolidated Real Estate Affiliates - gain on investment through substantial completion of construction. In total, we recorded a gain in Unconsolidated Real Estate Affiliates - gain on investment of $297.8 million on our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 as a result of this transaction.

We account for the 62.5% interest in the joint venture that holds Ala Moana Center under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis.

The table below summarizes the gain calculation ($ in millions) for the 25% and 12.5% interests sold:

Gain on Sale of Interests in Ala Moana Center	25.0%			12.5%
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)	$	900.2		$	451.0
Joint venture partner share of debt	462.5			231.3
Total consideration	1,362.7			682.3
Less: JV partner proportionate share of investment in Ala Moana Center and estimated development costs	(714.1		)	(358.9		)
Total gain from changes in control of investment properties and other	648.6			—
Total Unconsolidated Real Estate Affiliates - gain on investment	—			323.4
Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing	584.4			295.9
Gain attributable to post-sale development activities through June 30, 2015	12.8			1.9
Estimated future gain from changes in control of investment properties and other	51.4			—
Estimated future Unconsolidated Real Estate Affiliates - gain on investment	$	—		$	25.6

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STOCK-BASED COMPENSATION PLANS (Details) - Jun. 30, 2015 - shares	Total
Stock-Based Compensation Plans
Shares of common stock reserved for issuance as a percentage of outstanding shares on a fully diluted basis	4.00%
Maximum number of shares that can be granted to participant	4,000,000
Stock options | Maximum | Certain employees
Stock-Based Compensation Plans
Term of awards	10 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Schedule of estimated useful lives of properties

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

	Years
Buildings and improvements	10 - 45
Equipment and fixtures	3 - 20
Tenant improvements	Shorter of useful life or applicable lease term

Schedule of gross asset balances of in-place value of tenant leases

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.

	Gross Asset		Accumulated Amortization			Net Carrying Amount
As of June 30, 2015
Tenant leases:
In-place value	$	450,625	$	(271,229	)	$	179,396
As of December 31, 2014
Tenant leases:
In-place value	$	608,840	$	(362,531	)	$	246,309

Schedule of effects of amortization/accretion of all intangibles on Income (loss) from continuing operations

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our Income from continuing operations:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Amortization/accretion effect on continuing operations	$	(29,007	)	$	(52,931	)	$	(77,887	)	$	(105,020	)

Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2015 Remaining	$	54,680
2016	92,460
2017	69,282
2018	44,731
2019	26,427

Summary of management fees from affiliates and entity's share of management fee expense

The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Management fees from affiliates	$	26,731		$	17,717		$	45,817		$	34,403
Management fee expense	(7,651		)	(6,560		)	(14,927		)	(13,250		)
Net management fees from affiliates	$	19,080		$	11,157		$	30,890		$	21,153

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Label	Element	Value
Foreign Currency Transaction Gain, before Tax	us-gaap_ForeignCurrencyTransactionGainBeforeTax	$ 1,463
Foreign Currency Transaction Gain, before Tax	us-gaap_ForeignCurrencyTransactionGainBeforeTax	3,772
Treasury Stock [Member] | Subsequent Event [Member]
Stock Repurchased During Period, Value	us-gaap_StockRepurchasedDuringPeriodValue	$ (16,902)

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PREPAID EXPENSES AND OTHER ASSETS (Tables)

6 Months Ended

Jun. 30, 2015

Prepaid Expense and Other Assets [Abstract]

Summary of significant components of Prepaid expenses and other assets

The following table summarizes the significant components of Prepaid expenses and other assets.

	June 30, 2015							December 31, 2014
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	692,940	$	(411,954	)	$	280,986	$	870,103	$	(498,016	)	$	372,087
Below-market ground leases, net	119,545		(9,714		)	109,831		119,866		(8,906		)	110,960
Real estate tax stabilization agreement, net	111,506		(29,302		)	82,204		111,506		(26,146		)	85,360
Total intangible assets	$	923,991	$	(450,970	)	$	473,021	$	1,101,475	$	(533,068	)	$	568,407
Remaining prepaid expenses and other assets:
Security and escrow deposits						81,511							93,676
Prepaid expenses						43,293							76,306
Other non-tenant receivables (1)						282,200							28,712
Deferred tax, net of valuation allowances						7,123							4,220
Other						27,779							42,456
Total remaining prepaid expenses and other assets						441,906							245,370
Total prepaid expenses and other assets						$	914,927						$	813,777

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ACCOUNTS AND NOTES RECEIVABLE, NET

6 Months Ended

Jun. 30, 2015

Receivables [Abstract]

ACCOUNTS AND NOTES RECEIVABLE, NET

ACCOUNTS AND NOTES RECEIVABLE, NET

The following table summarizes the significant components of Accounts and notes receivable, net.

	June 30, 2015			December 31, 2014
Trade receivables	$	96,675		$	124,698
Notes receivable	511,695			320,881
Straight-line rent receivable	226,491			230,172
Other accounts receivable	3,590			3,638
Total accounts and notes receivable	838,451			679,389
Provision for doubtful accounts	(14,747		)	(15,621		)
Total accounts and notes receivable, net	$	823,704		$	663,768

Notes receivable includes $204.3 million of notes receivables from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York (Note 3). The first note was issued for $104.3 million, bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at LIBOR plus 13.2% subject to terms and conditions in the loan agreement and matures on April 17, 2025.

Also included in notes receivable is $96.7 million and $44.1 million due from our joint venture partner related to the acquisition of the properties at 685 Fifth Avenue and 530 Fifth Avenue in New York, New York. The notes receivable bear interest at 7.5% and 9% respectively. Interest is compounded quarterly with accrued but unpaid interest increasing the loan balance The notes are collateralized by our partner's ownership interest in the joint ventures. The loans mature on June 27, 2024 and June 18, 2024, respectively.

Included in notes receivable is a $114.3 million note receivable issued to Rique Empreendimentos e Participacoes Ltda. (“Rique”) in conjunction with our sale of Aliansce Shopping Centers, S.A. (“Aliansce”) to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable is denominated in Brazilian Reais, bears interest at an effective interest rate of approximately 14%, is collateralized by shares of common stock in Aliansce, and requires annual principal and interest payments over the term. On May 28, 2015, we agreed to extend the term of the note receivable issued to Rique by five years through September 30, 2023. This extension did not change the effective interest rate. We recognize the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Comprehensive Income.