8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Act of 1934

Date of Report (Date of Earliest Event Reported)

August 2, 2017

GGP Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34948	27-2963337
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification
incorporation)		Number)

110 N. Wacker Drive, Chicago, Illinois 60606

(Address of principal executive offices) (Zip Code)

(312) 960-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 2, 2017, GGP Inc. (“GGP”) issued a press release describing its results of operations for the three and six months ended June 30, 2017.  A copy of the press release is being furnished as Exhibit 99.1 to this report.  This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01 REGULATION FD DISCLOSURE.

On August 2, 2017, GGP Inc. made available on its website the press release described in Item 2.02 above as well as certain supplemental financial information regarding its operations for the three and six months ended June 30, 2017. A copy of such supplemental financial information is being furnished as Exhibit 99.2 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.Description

99.1 Press release titled “GGP Reports Second Quarter 2017 Results and Declares Third Quarter Dividend” dated August 2, 2017 (furnished herewith).

99.2 Certain GGP supplemental financial information regarding its operations for the three and six months ended June 30, 2017 (furnished herewith).

SIGNATURES

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

GGP INC.

/s/ Michael Berman

Michael Berman

Chief Financial Officer

Date: August 2, 2017

EXHIBIT INDEX

Exhibit Number	Name
99.1	Press release titled “GGP Reports Second Quarter 2017 Results and Declares Third Quarter Dividend” dated August 2, 2017 (furnished herewith).
99.2	Certain GGP supplemental financial information regarding its operations for the three and six months ended June 30, 2017 (furnished herewith).

EX-99.1

GGP REPORTS SECOND QUARTER 2017 RESULTS

AND DECLARES THIRD QUARTER DIVIDEND

Chicago, Illinois, August 2, 2017 - GGP Inc. (the “Company” or “GGP”) (NYSE: GGP) today reported results for the three and six months ended June 30, 2017.

GAAP Operating Results

• For the three months ended June 30, 2017, net income attributable to GGP was $126 million, or $0.13 per diluted share, as compared to $186 million, or $0.19 per diluted share, in the prior year period. For the six months ended June 30, 2017, net income attributable to GGP was $233 million, or $0.24 per diluted share, as compared to $378 million, or $0.39 per diluted share, in the prior year period.

• Net income attributable to GGP decreased 32.3% from the prior year period primarily due to 2016 gains related to the sale of interests in two properties.

• The Company declared a third quarter common stock dividend of $0.22 per share, an increase of 10% over the third quarter of 2016.

Company Operating Results

• Company Same Store Net Operating Income (“Company Same Store NOI”) increased approximately 0.7% and 1.6% from the prior year period for the three and six months ended June 30, 2017, respectively.

• For the three months ended June 30, 2017, Company Net Operating Income (“Company NOI”) as adjusted was $551 million as compared to $544 million in the prior year period, an increase of 1.3%. For the six months ended June 30, 2017, Company NOI as adjusted was $1.11 billion as compared to $1.09 billion, an increase of 2.2%.¹

• For the three months ended June 30, 2017, Company Earnings Before Interest, Taxes, Depreciation and Amortization (“Company EBITDA”) as adjusted was $507 million as compared to $502 million in the prior year period, an increase of 1.1%. For the six months ended June 30, 2017, Company EBITDA as adjusted was $1.03 billion as compared to $1.01 billion, an increase of 2.5%.¹ 

• For the three months ended June 30, 2017, Company Funds From Operations (“Company FFO”) was $335 million, or $0.35 per diluted share, as compared to $340 million, or $0.35 per diluted share, in the prior year period. For the six months ended June 30, 2017, Company FFO was $681 million, or $0.71 per diluted share, as compared to $723 million, or $0.75 per diluted share, in the prior year period.

• Same Store leased percentage was 95.7% at quarter end.

• Initial NOI weighted rental rates for signed leases that have commenced in the trailing twelve months on a suite-to-suite basis increased 13.4% when compared to the rental rate for expiring leases.

• For the trailing twelve months, NOI weighted tenant sales per square foot (<10K sf) were $705 an increase of 1.7% over the prior year.

• Tenant sales (all less anchors) increased 0.8% on a trailing 12-month basis, excluding apparel the increase is 3.1%.

1. See Supplemental Information page 4 for items included as adjustments.

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Investment Activities

Development

The Company’s development and redevelopment activities total $1.5 billion, of which approximately $1.3 billion is under construction and $0.2 billion is in the pipeline.

Acquisitions

In the second quarter, the Company acquired its joint venture partner’s interest in Neshaminy Mall in Bensalem, Pennsylvania, and the Younkers anchor box at Jordan Creek Town Center in West Des Moines, Iowa.

The Company received an additional 7.3% of its joint venture partner's membership interests in Miami Design District for two promissory notes totaling $98 million, resulting in a total ownership of 22.3%.

The Company received a 10% joint venture membership interest in 522 Fifth Avenue for a $9.0 million promissory note.

Subsequent to quarter end, the Company closed on two transactions with Seritage Growth Properties for gross consideration of $247.6 million. Pursuant to the transactions, the Company (i) acquired the remaining 50% interest in eight of the 12 assets in the existing joint venture between the two companies for $190.1 million; and (ii) acquired a 50% joint venture interest in five additional assets for $57.5 million.

Dispositions

The Company sold Red Cliffs Mall in St. George, Utah, for approximately $39.1 million.

The Company completed its disposition of Lakeside Mall.

Financing Activities

Subsequent to quarter end, the Company obtained $325 million of new fixed rate debt with term to maturity of 10.0 years and an interest rate of 3.98%.

Subsequent to quarter end, the Company received a $20 million payment on a promissory note from its joint venture partner.

Dividends

On August 2, 2017, the Company’s Board of Directors declared a third quarter common stock dividend of $0.22 per share payable on October 31, 2017, to stockholders of record on October 13, 2017. This represents an increase of $0.02 per share or 10% growth over the dividend declared for the third quarter of 2016.

The Board of Directors also declared a quarterly dividend on the 6.375% Series A Cumulative Redeemable Preferred Stock of $0.3984 per share payable on October 2, 2017, to stockholders of record on September 15, 2017.

2

3

Guidance

	For the year ending		For the three months ending
Earnings Guidance	December 31, 2017		September 30, 2017
Net income attributable to GGP	$0.58-$0.62		$0.11-$0.13
Preferred stock dividends	(0.02	)	(0.01	)
Net income attributable to common stockholders	$0.56-$0.60		$0.10-$0.12
Loss (gain) from changes in control and other	0.02		-
Depreciation, including share of joint ventures	1.01		0.25
NAREIT FFO	$1.59-$1.63		$0.35-$0.37
Adjustments1	(0.03	)	0.01
Company FFO per diluted share	$1.56-$1.60		$0.36-$0.38

1. Includes impact of straight-line rent, above/below market rent, gain/loss on foreign currency and the related provision for income taxes, and other items. For discussion on the purpose and use of these adjustments please see Non-GAAP Supplemental Financial Measures and Definitions.

The guidance estimate reflects management’s view of current and future market conditions, including assumptions with respect to Company Same Store NOI and Operating Income growth, rental rates, occupancy levels, retail sales, variable expenses, interest rates and the earnings impact of the events referenced in this release and previously disclosed. The guidance also reflects management’s view of capital market conditions. The estimates do not include future gains or losses, or the impact on operating results from future property acquisitions or dispositions or capital market activity. Earnings per share estimates may be subject to fluctuations as a result of several factors, including any gains or losses associated with disposition activity. By definition, FFO and Company FFO exclude real estate-related depreciation and amortization, provisions for impairment, or gains or losses associated with property disposition activities. This guidance is a forward-looking statement and is subject to the risks and other factors described elsewhere in this release and in the Company’s annual and quarterly periodic reports filed with the Securities and Exchange Commission.

Investor Conference Call

On Wednesday, August 2, 2017, the Company will host a conference call at 8:00 a.m. Central (9:00 a.m. Eastern). The conference call will be accessible by telephone and through the Internet. Interested parties can access the call by dialing 877.845.1018 (international 707.287.9345). A live webcast of the conference call will be available in listen-only mode in the Investors section at www.ggp.com. Interested parties should access the conference call or website 10 minutes prior to the beginning of the call in order to register. For those unable to listen to the call live, a replay will be available after the conference call event. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 44508800.

Supplemental Information

The Company has prepared a supplemental information report available on www.ggp.com in the Investors section. This information also has been furnished with the Securities and Exchange Commission as an exhibit on Form 8-K.

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Forward-Looking Statements

Certain statements made in this press release 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 assumptions, 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.

Investors and others should note that we post our current Investor Presentation on the Investors page of our website at www.ggp.com. From time to time, we update that Investor Presentation and when we do, it will be posted on the Investors page of our website at ggp.com. It is possible that the updates could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the Investors page of our website at www.investor.ggp.com from time to time.

GGP Inc.

GGP Inc. is an S&P 500 company focused exclusively on owning, managing, leasing and redeveloping high-quality retail properties throughout the United States. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.

Contact:

Kevin Berry                                

SVP Investor and Public Relations                            

(312) 960-5529                                

kevin.berry@ggp.com        

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Non-GAAP Supplemental Financial Measures and Definitions

Proportionate or At Share Basis

The following Non-GAAP supplemental financial measures are all presented on a proportionate basis. The proportionate financial information presents the consolidated and unconsolidated properties at the Company’s ownership percentage or “at share”. This form of presentation offers insights into the financial performance and condition of the Company as a whole, given the significance of the Company’s unconsolidated property operations that are owned through investments accounted for under GAAP using the equity method.

The proportionate financial information is not, and is not intended to be, a presentation in accordance with GAAP. The non-GAAP proportionate financial information reflects our proportionate economic ownership of each asset in our property portfolio that we do not wholly own. The amounts in the column labeled "Noncontrolling Interests" were derived on a property-by-property basis by including the share attributable to noncontrolling interests in each line item from each individual property. The Company does not have legal claim to the noncontrolling interest of assets, liabilities, revenue, and expenses. The amount of cash each noncontrolling interest receives is based on the specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions. The amounts in the column labeled "Unconsolidated Properties" were derived on a property-by-property basis by including our share of each line item from each individual entity. This provides visibility into our share of the operations of our joint ventures.

We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and varies depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on their respective legal ownership percentages.

We provide Non-GAAP proportionate financial information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company's reported results under GAAP. Other companies in our industry may calculate their proportionate interest differently than we do, limiting the usefulness as a comparative measure. Because of these limitations, the Non-GAAP proportionate financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.

Net Operating Income (“NOI”), Company NOI and Company Same Store NOI

The Company defines NOI as proportionate income from operations and after operating expenses have been deducted, but prior to deducting financing, property management, administrative and income tax expenses. NOI excludes management fees and other corporate revenue and reductions in ownership as a result of sales or other transactions. 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, management fees and other corporate revenue, general and administrative and property management 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, 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.

5

The Company also considers Company NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI items such as straight-line rent, and amortization of intangibles resulting from 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, Company EBITDA 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.

Adjustments to NOI, EBITDA and FFO, including debt extinguishment costs, market rate adjustments on debt, straight-line rent, intangible asset and liability amortization, real estate tax stabilization, gains and losses on foreign currency and other items that are not a result of normal operations, assist management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at the properties or from other factors. In addition, the Company’s leases include step rents that increase over the term of the lease to compensate the Company for anticipated increases in market rentals over time. The Company’s leases do not include significant front loading or back loading of payments or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. Management has historically made these adjustments in evaluating our performance, in our annual budget process and for our compensation programs.

The Company defines Company Same Store NOI as Company NOI excluding periodic effects of full or partial acquisitions of properties and certain redevelopments (for the list of properties included in Company Same Store NOI see the Property Schedule in our Supplemental Information). We do not include an acquired property in our Company Same Store NOI until the operating results for that property have been included in our consolidated results for one full calendar year. Properties that we sell are excluded from Company NOI and Company Same Store NOI for all periods once the transaction has closed.

The Company considers Company Same Store NOI a helpful supplemental measure of its operating performance because it assists management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable properties or from other factors, such as the effect of acquisitions. For these reasons, we believe that Company Same Store NOI, when combined with GAAP operating income provides useful information to investors and management.

Other REITs may use different methodologies for calculating, NOI, Company NOI and Company Same Store NOI, and accordingly, the Company’s Company Same Store NOI may not be comparable to other REITs. As a result of the elimination of corporate-level costs and expenses and depreciation and amortization, the Company Same Store NOI we present does not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items, to the extent they are material, to operating decisions or assessments of our operating performance. Our consolidated GAAP statements of operations include such amounts, all of which should be considered by investors when evaluating our 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 corporate revenues. 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 Company EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Same Store NOI (discussed below), it is widely used by management in the annual budget process and for compensation programs. Please see adjustments discussion above for the purpose and use of the adjustments included in Company EBITDA.

6

EBITDA and Company EBITDA, as presented, may not be comparable to similar measures calculated by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP.

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) attributable to common shareholders and redeemable non-controlling common unit holders 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.

We calculate FFO in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO in accordance with NAREIT guidance. In addition, although FFO is a useful measure when comparing our results to other REITs, it may not be helpful to investors when comparing us to non-REITs. As with the presentation of Company NOI and Company EBITDA, we also consider Company FFO, which is not in accordance with NAREIT guidance and may not be comparable to measures calculated by other REITs, to be a helpful supplemental measure of our operating performance. Please see adjustments discussion above for the purpose and use of the adjustments included in Company FFO.

FFO and Company FFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity or indicative of funds available to fund our cash needs. In addition, Company FFO per diluted share does not measure, and should not be used as a measure of, amounts that accrue directly to stockholders’ benefit.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

The Company presents NOI, EBITDA 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, EBITDA, Company EBITDA, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of GAAP operating income to Company NOI and Company Same Store NOI, a reconciliation of GAAP net income attributable to GGP to EBITDA and Company EBITDA, and a reconciliation of GAAP net income 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 flow. In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company’s proportionate share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for by 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.

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GAAP FINANCIAL STATEMENTS

Consolidated Balance Sheets (In thousands)
	June 30, 2017			December 31, 2016
Assets:
Investment in real estate:
Land	$	3,043,007		$	3,066,019
Buildings and equipment	16,144,950			16,091,582
Less accumulated depreciation	(2,930,511		)	(2,737,286		)
Construction in progress	273,008			251,616
Net property and equipment	16,530,454			16,671,931
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,866,518			3,868,993
Net investment in real estate	20,396,972			20,540,924
Cash and cash equivalents	227,626			474,757
Accounts receivable, net	301,515			322,196
Notes receivable, net	609,415			678,496
Deferred expenses, net	269,445			209,852
Prepaid expenses and other assets	472,473			506,521
Total assets	$	22,277,446		$	22,732,746
Liabilities:
Mortgages, notes and loans payable	12,496,119			12,430,418
Investment in Unconsolidated Real Estate Affiliates	25,863			39,506
Accounts payable and accrued expenses	591,023			655,362
Dividend payable	201,238			433,961
Deferred tax liabilities	3,664			3,843
Junior Subordinated Notes	206,200			206,200
Total liabilities	13,524,107			13,769,290
Redeemable noncontrolling interests:
Preferred	52,485			144,060
Common	197,294			118,667
Total redeemable noncontrolling interests	249,779			262,727
Equity:
Preferred stock	242,042			242,042
Stockholders' equity	8,184,043			8,393,722
Noncontrolling interests in consolidated real estate affiliates	34,175			33,583
Noncontrolling interests related to Long-Term Incentive Plan Common Units	43,300			31,382
Total equity	8,503,560			8,700,729
Total liabilities, redeemable noncontrolling interests and equity	$	22,277,446		$	22,732,746

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GAAP FINANCIAL STATEMENTS

Consolidated Statements of Income (In thousands, except per share)
	Three Months Ended						Six Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
Revenues:
Minimum rents	$	349,205		$	363,412		$	698,218		$	734,544
Tenant recoveries	161,926			169,763			324,982			342,211
Overage rents	3,280			4,375			9,217			12,519
Management fees and other corporate revenues	20,847			18,917			48,990			52,659
Other	20,538			18,119			40,722			39,685
Total revenues	555,796			574,586			1,122,129			1,181,618
Expenses:
Real estate taxes	59,042			57,309			116,536			115,412
Property maintenance costs	10,724			11,955			25,699			29,438
Marketing	1,296			2,738			3,441			4,792
Other property operating costs	69,590			71,601			138,893			141,995
Provision for doubtful accounts	3,166			1,710			6,617			5,111
Property management and other costs	39,025			38,282			80,139			69,027
Provision for loan loss	—			—			—			36,069
General and administrative	15,862			14,650			30,546			28,076
Provisions for impairment	—			4,058			—			44,763
Depreciation and amortization	174,298			156,248			344,596			316,919
Total expenses	373,003			358,551			746,467			791,602
Operating income	182,793			216,035			375,662			390,016
Interest and dividend income	17,452			13,335			35,388			29,393
Interest expense	(134,209		)	(148,366		)	(266,532		)	(296,043		)
(Loss) gain on foreign currency	(3,877		)	7,893			(694		)	16,829
(Loss) gain from changes in control of investment properties and other	(15,841		)	38,553			(15,841		)	113,108
Gain on extinguishment of debt	55,112			—			55,112
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	101,430			127,450			183,095			253,303
(Provision for) benefit from income taxes	(3,844		)	2,242			(8,354		)	(679		)
Equity in income of Unconsolidated Real Estate Affiliates	30,732			34,618			63,946			92,108
Unconsolidated Real Estate Affiliates - gain on investment	—			25,591			—			40,506
Net Income	128,318			189,901			238,687			385,238
Allocation to noncontrolling interests	(2,455		)	(3,956		)	(5,665		)	(7,513		)
Net income attributable to GGP	125,863			185,945			233,022			377,725
Preferred stock dividends	(3,984		)	(3,983		)	(7,968		)	(7,967		)
Net income attributable to common stockholders	$	121,879		$	181,962		$	225,054		$	369,758
				—
Basic Earnings Per Share:	$	0.14		$	0.21		$	0.25		$	0.42
Diluted Earnings Per Share:	$	0.13		$	0.19		$	0.24		$	0.39

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NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share)

		Three Months Ended						Six Months Ended
		June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
Reconciliation of GAAP Operating Income to Company Same Store NOI
Operating Income		$	182,793		$	216,035		$	375,662		$	390,016
Loss (gain) on sales of investment properties		83			1			(1,129		)	—
Depreciation and amortization		174,298			156,248			344,596			316,919
Provision for loan loss		—			—			—			36,069
Provision for impairment		—			4,058			—			44,763
General and administrative		15,862			14,649			30,546			28,076
Property management and other costs		39,025			38,282			80,139			69,027
Management fees and other corporate revenues		(20,847		)	(18,917		)	(48,990		)	(52,659		)
	Consolidated Properties	391,214			410,356			780,824			832,211
	Noncontrolling interest in NOI of Consolidated Properties	(5,102		)	(3,418		)	(10,822		)	(7,344		)
	NOI of sold interests	(4,290		)	(24,591		)	(9,140		)	(50,659		)
	Unconsolidated Properties	175,836			166,625			361,930			354,237
	Proportionate NOI	557,658			548,972			1,122,792			1,128,445
Company adjustments:
	Minimum rents	3,495			3,330			11,678			6,473
	Real estate taxes	1,490			1,490			2,979			2,979
	Property operating expenses	788			802			1,576			1,604
Company NOI		563,431			554,594			1,139,025			1,139,501
Less Company Non-Same Store NOI		16,621			11,497			34,297			52,676
Company Same Store NOI		$	546,810		$	543,097		$	1,104,728		$	1,086,825
Reconciliation of GAAP Net Income Attributable to GGP to Company EBITDA
Net Income Attributable to GGP		$	125,863		$	185,945		$	233,022		$	377,725
Allocation to noncontrolling interests		2,455			3,956			5,665			7,513
(Loss) gain on sales of investment properties		83			1			(1,129		)	—
Gain on extinguishment of debt		(55,112		)	—			(55,112		)	—
Loss (gains) from changes in control of investment properties and other		15,841			(38,553		)	15,841			(113,108		)
Unconsolidated Real Estate Affiliates - gain on investment		—			(25,591		)	—			(40,506		)
Equity in income of Unconsolidated Real Estate Affiliates		(30,732		)	(34,618		)	(63,946		)	(92,108		)
Provision for loan loss		—			—			—			36,069
Provision for impairment		—			4,058			—			44,763
Provision for income taxes		3,844			(2,242		)	8,354			679
Loss (gain) on foreign currency		3,877			(7,893		)	694			(16,829		)
Interest expense		134,209			148,366			266,532			296,043
Interest and dividend income		(17,452		)	(13,335		)	(35,388		)	(29,393		)
Depreciation and amortization		174,298			156,248			344,596			316,919
	Consolidated Properties	357,174			376,342			719,129			787,767
	Noncontrolling interest in EBITDA of Consolidated Properties	(4,904		)	(3,289		)	(10,397		)	(7,064		)
	EBITDA of sold interests	(4,208		)	(24,328		)	(8,976		)	(50,128		)
	Unconsolidated Properties	165,784			157,689			342,405			336,543
	Proportionate EBITDA	513,846			506,414			1,042,161			1,067,118
Company adjustments:
	Minimum rents	3,495			3,330			11,678			6,473
	Real estate taxes	1,490			1,490			2,979			2,979
	Property operating expenses	788			802			1,576			1,604
Company EBITDA		$	519,619		$	512,036		$	1,058,394		$	1,078,174

10

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share)

		Three Months Ended						Six Months Ended
		June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
Reconciliation of GAAP Net Income Attributable to GGP to Company FFO
Net Income Attributable to GGP		$	125,863		$	185,945		$	233,022		$	377,725
Redeemable noncontrolling interests		975			1,358			1,805			2,883
Provision for impairment excluded from FFO		—			4,058			—			44,763
Noncontrolling interests in depreciation of Consolidated Properties		(2,008		)	(1,168		)	(4,783		)	(3,283		)
Unconsolidated Real Estate Affiliates - gain on investment		—			(25,591		)	—			(40,506		)
Loss (gains) on sales of investment properties		83			—			(1,129		)	1
Preferred stock dividends		(3,984		)	(3,983		)	(7,968		)	(7,967		)
Loss (gains) from changes in control of investment properties and other		15,841			(38,553		)	15,841			(113,108		)
Depreciation and amortization of capitalized real estate costs - Consolidated Properties		169,867			152,134			335,845			309,696
Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties		74,566			68,038			148,559			135,344
	FFO	381,203			342,238			721,192			705,548
Company adjustments:
	Minimum rents	3,495			3,330			11,678			6,473
	Property operating expenses	1,490			1,490			2,979			2,979
	Property management and other costs	788			802			1,576			1,604
	Investment income, net	(205		)	(205		)	(409		)	(409		)
	Market rate adjustments	(1,122		)	(1,453		)	(2,332		)	(2,672		)
	Provision for loan loss	—			—			—			28,549
	Loss (gain) on foreign currency	3,877			(7,893		)	694			(16,829		)
	Provision (benefit) for income taxes	—			724			—			(4,355		)
	FFO from sold interests	(54,809		)	1,017			(54,444		)	1,965
Company FFO		$	334,717		$	340,050		$	680,934		$	722,853
Reconciliation of Net Income Attributable to GGP per diluted share to Company FFO per diluted share
Net Income Attributable to GGP per diluted share		$	0.13		$	0.19		$	0.24		$	0.39
Preferred stock dividends		—			—			(0.01		)	(0.01		)
Net income attributable to common stockholders per diluted share		0.13			0.19			0.23			0.38
Provision for impairment excluded from FFO		—			—			—			0.05
Noncontrolling interests in depreciation of Consolidated Properties		—			—			(0.01		)	—
Unconsolidated Real Estate Affiliates - gain on investment		—			(0.03		)	—			(0.04		)
Loss (gains) from changes in control of investment properties and other		0.02			(0.04		)	0.02			(0.12		)
Depreciation and amortization of capitalized real estate costs		0.25			0.24			0.52			0.47
	FFO per diluted share	0.40			0.36			0.76			0.74
Company adjustments:
	Straight-line rent	—			—			0.01			0.01
	Loan loss provision	—			—			—			0.03
	Gain on foreign currency	—			(0.01		)	—			(0.03		)
	FFO from sold interests	(0.05		)	—			(0.06		)	—
Company FFO per diluted share		$	0.35		$	0.35		$	0.71		$	0.75

11

EX-99.2

SUPPLEMENTAL INFORMATION

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2017

BASIS OF PRESENTATION

GENERAL INFORMATION

Unless the context indicates otherwise, references in the accompanying financial information (the "Supplemental") to the "Corporation" refer to GGP Inc. and references to "GGP" or the "Company" refer to the Corporation, its direct and indirect subsidiaries, and consolidated and unconsolidated entities. Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States of America.

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION

The Company has presented information on its consolidated and unconsolidated properties ("Proportionate" or "at share") in certain schedules included within this Supplemental. This form of presentation offers insights into the financial performance and condition of the Company as a whole, given the significance of the Company's unconsolidated property operations that are owned through investments accounted for under the equity method.

The proportionate financial information is not, and is not intended to be, a presentation in accordance with GAAP. The proportionate financial information reflects our proportionate economic ownership of each asset in our property portfolio that we do not wholly own. The amounts in the column labeled "Noncontrolling Interests" were derived on a property-by-property basis by including the share attributable to noncontrolling interests in each line item from each individual property. The Company does not have legal claim to the noncontrolling interest of assets, liabilities, revenue, and expenses. The amount of cash each noncontrolling interest receives is based on the specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions. The amounts in the column labeled "Unconsolidated Properties" were derived on a property-by-property basis by including our share of each line item from each individual entity. This provides visibility into our share of the operations of our joint ventures.

We provide Non-GAAP proportionate financial information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company's reported results under GAAP. Other companies in our industry may calculate their proportionate interest differently than we do, limiting the usefulness as a comparative measure. Because of these limitations, this information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.

NON-GAAP MEASURES

For full discussion of the definitions, purpose and use of non-GAAP financial measures see “Non-GAAP Supplemental Financial Measures and Definitions” on pages ER5 to ER7.

This Supplemental makes reference to company same store net operating income (“Company Same Store NOI”), earnings before interest, taxes, depreciation and amortization ("EBITDA"), and funds from operations (“FFO”). Company Same Store NOI is defined as income from operations after operating expenses have been deducted, but prior to deducting financing, administrative and income tax expenses, excluding full or partial reductions in ownership as a result of sales or other transactions ("Sold Interests"), periodic effects of full or partial acquisitions of properties and certain redevelopments. EBITDA is defined as NOI (Company Same Store plus Company Non-Same Store NOI) less certain property management and administrative expenses, net of management fees and other operational items. FFO is defined as net income (loss) attributable to common stockholders in accordance with GAAP, excluding impairment write-downs on depreciable real estate, gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, less preferred unit distributions and preferred stock dividends, plus real estate related depreciation and amortization including adjustments for unconsolidated entities. NOI, EBITDA and FFO are presented in the Supplemental on a Proportionate basis, which includes GGP’s share of consolidated and unconsolidated properties. As GGP conducts substantially all of its business through GGP Operating Partnership, LP, and through GGP Limited Partnership and GGP Nimbus, LP (collectively the “Operating Partnerships”, which are 99% owned by GGP) and since the limited common units of the Operating Partnerships are included in total diluted weighted average FFO per share amounts, all FFO amounts in this Supplemental reflect the FFO of the Operating Partnerships.

In order to present GGP's operations in a manner most relevant to its operations, Company NOI, Company EBITDA, and Company FFO have been presented to exclude certain revenues and expenses. Company Same Store NOI is presented to exclude the periodic effects of full or partial acquisitions of properties, reductions in ownership as a result of sales or other transactions, and certain redevelopments and other properties. Company NOI, EBITDA, FFO and derivations thereof, are not alternatives to GAAP operating income (loss) or net income (loss) attributable to common stockholders. For reference, as an aid in understanding management's computation of Company NOI, EBITDA, and FFO, a reconciliation of Company NOI to consolidated operating income, Company EBITDA, and Company FFO to net income (loss) in accordance with GAAP has been included in the "Reconciliation of GAAP to Non-GAAP Financial Measures" schedule.

TABLE OF CONTENTS

	Page		Page
Earnings Press Release	ER1-7	Asset Transactions:
		Summary of Asset Transactions	16
GAAP Financial Statements:
GAAP Overview	1	Portfolio Operating Metrics:
Consolidated Balance Sheets	2	Key Operating Performance Indicators	17
Consolidated Statements of Income	3	Signed Leases All Less Anchors	18
		Lease Expiration Schedule and Top Ten Tenants	19
Non-GAAP Proportionate Financial Information:		Property Schedule	20-26
Proportionate Overview	4
Proportionate Assets, Liabilities, and Equity	5	Miscellaneous:
Company NOI, EBITDA and FFO	6-7	Capital Information	27
Reconciliation of GAAP to Non-GAAP Financial Measures	8-10	Change in Total Common and Equivalent Shares	28
		Development Summary	29
Debt:		Proportionate Capital Expenditures	30
Summary, at Share	11	Corporate Information	31
Detail, at Share	12-15	Glossary of Terms	32

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

SELECT SCHEDULE DEFINITIONS

Page	Schedule	Description
Non-GAAP Proportionate Financial Information:
4	Proportionate Overview	Summary of Company NOI, Same Store NOI, Company EBITDA and Company FFO on a proportionate basis.
5	Proportionate Assets, Liabilities and Equity	Provides the adjustments for noncontrolling interests and the Company's proportionate share of assets, liabilities and equity related to investments accounted for under the equity method to calculate the Company's proportionate share.
6-7	Company NOI, Company EBITDA and Company FFO	For the three and six months ended June 30, 2017 and 2016, provides the Company's proportionate share of revenues and expenses related to noncontrolling interests and investments accounted for under the equity method to calculate the Company's proportionate share. Company NOI, Company EBITDA and Company FFO include certain adjustments as defined on page 6.
Same Store Portfolio Operating Metrics:
17	Key Operating Performance Indicators	Certain retail properties operating measures presented on a comparable basis. See Glossary of Terms for detailed descriptions.
20-26	Property Schedule	By Property, gross leasable area detail, including: Anchor tenant listing Ownership percentage Gross leasable area by space type (mall, anchor, strip center, office) Percentage leased See Glossary of Terms for detailed descriptions.

GGP REPORTS SECOND QUARTER 2017 RESULTS

AND DECLARES THIRD QUARTER DIVIDEND

Chicago, Illinois, August 2, 2017 - GGP Inc. (the “Company” or “GGP”) (NYSE: GGP) today reported results for the three and six months ended June 30, 2017.

GAAP Operating Results

• For the three months ended June 30, 2017, net income attributable to GGP was $126 million, or $0.13 per diluted share, as compared to $186 million, or $0.19 per diluted share, in the prior year period. For the six months ended June 30, 2017, net income attributable to GGP was $233 million, or $0.24 per diluted share, as compared to $378 million, or $0.39 per diluted share, in the prior year period.

• Net income attributable to GGP decreased 32.3% from the prior year period primarily due to 2016 gains related to the sale of interests in two properties.

• The Company declared a third quarter common stock dividend of $0.22 per share, an increase of 10% over the third quarter of 2016.

Company Operating Results

• Company Same Store Net Operating Income (“Company Same Store NOI”) increased approximately 0.7% and 1.6% from the prior year period for the three and six months ended June 30, 2017, respectively.

• For the three months ended June 30, 2017, Company Net Operating Income (“Company NOI”) as adjusted was $551 million as compared to $544 million in the prior year period, an increase of 1.3%. For the six months ended June 30, 2017, Company NOI as adjusted was $1.11 billion as compared to $1.09 billion, an increase of 2.2%.¹

• For the three months ended June 30, 2017, Company Earnings Before Interest, Taxes, Depreciation and Amortization (“Company EBITDA”) as adjusted was $507 million as compared to $502 million in the prior year period, an increase of 1.1%. For the six months ended June 30, 2017, Company EBITDA as adjusted was $1.03 billion as compared to $1.01 billion, an increase of 2.5%.¹ 

• For the three months ended June 30, 2017, Company Funds From Operations (“Company FFO”) was $335 million, or $0.35 per diluted share, as compared to $340 million, or $0.35 per diluted share, in the prior year period. For the six months ended June 30, 2017, Company FFO was $681 million, or $0.71 per diluted share, as compared to $723 million, or $0.75 per diluted share, in the prior year period.

• Same Store leased percentage was 95.7% at quarter end.

• Initial NOI weighted rental rates for signed leases that have commenced in the trailing twelve months on a suite-to-suite basis increased 13.4% when compared to the rental rate for expiring leases.

• For the trailing twelve months, NOI weighted tenant sales per square foot (<10K sf) were $705 an increase of 1.7% over the prior year.

• Tenant sales (all less anchors) increased 0.8% on a trailing 12-month basis, excluding apparel the increase is 3.1%.

1. See Supplemental Information page 4 for items included as adjustments.

ER1

Investment Activities

Development

The Company’s development and redevelopment activities total $1.5 billion, of which approximately $1.3 billion is under construction and $0.2 billion is in the pipeline.

Acquisitions

In the second quarter, the Company acquired its joint venture partner’s interest in Neshaminy Mall in Bensalem, Pennsylvania, and the Younkers anchor box at Jordan Creek Town Center in West Des Moines, Iowa.

The Company received an additional 7.3% of its joint venture partner's membership interests in Miami Design District for two promissory notes totaling $98 million, resulting in a total ownership of 22.3%.

The Company received a 10% joint venture membership interest in 522 Fifth Avenue for a $9.0 million promissory note.

Subsequent to quarter end, the Company closed on two transactions with Seritage Growth Properties for gross consideration of $247.6 million. Pursuant to the transactions, the Company (i) acquired the remaining 50% interest in eight of the 12 assets in the existing joint venture between the two companies for $190.1 million; and (ii) acquired a 50% joint venture interest in five additional assets for $57.5 million.

Dispositions

The Company sold Red Cliffs Mall in St. George, Utah, for approximately $39.1 million.

The Company completed its disposition of Lakeside Mall.

Financing Activities

Subsequent to quarter end, the Company obtained $325 million of new fixed rate debt with term to maturity of 10.0 years and an interest rate of 3.98%.

Subsequent to quarter end, the Company received a $20 million payment on a promissory note from its joint venture partner.

Dividends

On August 2, 2017, the Company’s Board of Directors declared a third quarter common stock dividend of $0.22 per share payable on October 31, 2017, to stockholders of record on October 13, 2017. This represents an increase of $0.02 per share or 10% growth over the dividend declared for the third quarter of 2016.

The Board of Directors also declared a quarterly dividend on the 6.375% Series A Cumulative Redeemable Preferred Stock of $0.3984 per share payable on October 2, 2017, to stockholders of record on September 15, 2017.

ER2

Guidance

Earnings Guidance	For the year ending December 31, 2017		For the three months ending September 30, 2017
Net income attributable to GGP	$0.58 - $0.62		$0.11 - $0.13
Preferred stock dividends	(0.02	)	(0.01	)
Net income attributable to common stockholders	$0.56 - $0.60		$0.10 - $0.12
Loss (gain) from changes in control and other	0.02		—
Depreciation, including share of JVs	1.01		0.25
NAREIT FFO	$1.59 - $1.63		$0.35 - $0.37
Adjustments1	(0.03	)	0.01
Company FFO per diluted share	$1.56 - $1.60		$0.36 - $0.38

1. Includes impact of straight-line rent, above/below market rent, gain/loss on foreign currency and the related provision for income taxes, and other items. For discussion on the purpose and use of these adjustments please see the Non-GAAP Supplemental Financial Measures and Definitions section on page ER7.

The guidance estimate reflects management’s view of current and future market conditions, including assumptions with respect to Company Same Store NOI and Operating Income growth, rental rates, occupancy levels, retail sales, variable expenses, interest rates and the earnings impact of the events referenced in this release and previously disclosed. The guidance also reflects management’s view of capital market conditions. The estimates do not include future gains or losses, or the impact on operating results from future property acquisitions or dispositions or capital market activity. Earnings per share estimates may be subject to fluctuations as a result of several factors, including any gains or losses associated with disposition activity. By definition, FFO and Company FFO exclude real estate-related depreciation and amortization, provisions for impairment, or gains or losses associated with property disposition activities. This guidance is a forward-looking statement and is subject to the risks and other factors described elsewhere in this release and in the Company’s annual and quarterly periodic reports filed with the Securities and Exchange Commission.

Investor Conference Call

On Wednesday, August 2, 2017, the Company will host a conference call at 8:00 a.m. Central (9:00 a.m. Eastern). The conference call will be accessible by telephone and through the Internet. Interested parties can access the call by dialing 877.845.1018 (international 707.287.9345). A live webcast of the conference call will be available in listen-only mode in the Investors section at www.ggp.com. Interested parties should access the conference call or website 10 minutes prior to the beginning of the call in order to register. For those unable to listen to the call live, a replay will be available after the conference call event. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 44508800.

Supplemental Information

The Company has prepared a supplemental information report available on www.ggp.com in the Investors section. This information also has been furnished with the Securities and Exchange Commission as an exhibit on Form 8-K.

ER3

Forward-Looking Statements

Certain statements made in this press release 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 assumptions, 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.

Investors and others should note that we post our current Investor Presentation on the Investors page of our website at www.ggp.com. From time to time, we update that Investor Presentation and when we do, it will be posted on the Investors page of our website at ggp.com. It is possible that the updates could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the Investors page of our website at www.investor.ggp.com from time to time.

GGP Inc.

GGP Inc. is an S&P 500 company focused exclusively on owning, managing, leasing and redeveloping high-quality retail properties throughout the United States. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.

Contact:

Kevin Berry                                

SVP Investor and Public Relations                            

(312) 960-5529                                

kevin.berry@ggp.com    

ER4

Non-GAAP Supplemental Financial Measures and Definitions

Proportionate or At Share Basis

The following Non-GAAP supplemental financial measures are all presented on a proportionate basis. The proportionate financial information presents the consolidated and unconsolidated properties at the Company’s ownership percentage or “at share”. This form of presentation offers insights into the financial performance and condition of the Company as a whole, given the significance of the Company’s unconsolidated property operations that are owned through investments accounted for under GAAP using the equity method.

The proportionate financial information is not, and is not intended to be, a presentation in accordance with GAAP. The non-GAAP proportionate financial information reflects our proportionate economic ownership of each asset in our property portfolio that we do not wholly own. The amounts in the column labeled "Noncontrolling Interests" were derived on a property-by-property basis by including the share attributable to noncontrolling interests in each line item from each individual property. The Company does not have legal claim to the noncontrolling interest of assets, liabilities, revenue, and expenses. The amount of cash each noncontrolling interest receives is based on the specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions. The amounts in the column labeled "Unconsolidated Properties" were derived on a property-by-property basis by including our share of each line item from each individual entity. This provides visibility into our share of the operations of our joint ventures.

We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and varies depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on their respective legal ownership percentages.

We provide Non-GAAP proportionate financial information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company's reported results under GAAP. Other companies in our industry may calculate their proportionate interest differently than we do, limiting the usefulness as a comparative measure. Because of these limitations, the Non-GAAP proportionate financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.

Net Operating Income (“NOI”), Company NOI and Company Same Store NOI

The Company defines NOI as proportionate income from operations and after operating expenses have been deducted, but prior to deducting financing, property management, administrative and income tax expenses. NOI excludes management fees and other corporate revenue and reductions in ownership as a result of sales or other transactions. 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, management fees and other corporate revenue, general and administrative and property management 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, 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.

ER5

The Company also considers Company NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI items such as straight-line rent, and amortization of intangibles resulting from 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, Company EBITDA 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.

Adjustments to NOI, EBITDA and FFO, including debt extinguishment costs, market rate adjustments on debt, straight-line rent, intangible asset and liability amortization, real estate tax stabilization, gains and losses on foreign currency and other items that are not a result of normal operations, assist management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at the properties or from other factors. In addition, the Company’s leases include step rents that increase over the term of the lease to compensate the Company for anticipated increases in market rentals over time. The Company’s leases do not include significant front loading or back loading of payments or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. Management has historically made these adjustments in evaluating our performance, in our annual budget process and for our compensation programs.

The Company defines Company Same Store NOI as Company NOI excluding periodic effects of full or partial acquisitions of properties and certain redevelopments (for the list of properties included in Company Same Store NOI see the Property Schedule in our Supplemental Information). We do not include an acquired property in our Company Same Store NOI until the operating results for that property have been included in our consolidated results for one full calendar year. Properties that we sell are excluded from Company NOI and Company Same Store NOI for all periods once the transaction has closed.

The Company considers Company Same Store NOI a helpful supplemental measure of its operating performance because it assists management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable properties or from other factors, such as the effect of acquisitions. For these reasons, we believe that Company Same Store NOI, when combined with GAAP operating income provides useful information to investors and management.

Other REITs may use different methodologies for calculating, NOI, Company NOI and Company Same Store NOI, and accordingly, the Company’s Company Same Store NOI may not be comparable to other REITs. As a result of the elimination of corporate-level costs and expenses and depreciation and amortization, the Company Same Store NOI we present does not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items, to the extent they are material, to operating decisions or assessments of our operating performance. Our consolidated GAAP statements of operations include such amounts, all of which should be considered by investors when evaluating our 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 corporate revenues. 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 Company EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Same Store NOI (discussed below), it is widely used by management in the annual budget process and for compensation programs. Please see adjustments discussion above for the purpose and use of the adjustments included in Company EBITDA.

ER6

EBITDA and Company EBITDA, as presented, may not be comparable to similar measures calculated by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP.

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) attributable to common shareholders and redeemable non-controlling common unit holders 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.

We calculate FFO in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO in accordance with NAREIT guidance. In addition, although FFO is a useful measure when comparing our results to other REITs, it may not be helpful to investors when comparing us to non-REITs. As with the presentation of Company NOI and Company EBITDA, we also consider Company FFO, which is not in accordance with NAREIT guidance and may not be comparable to measures calculated by other REITs, to be a helpful supplemental measure of our operating performance. Please see adjustments discussion above for the purpose and use of the adjustments included in Company FFO.

FFO and Company FFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity or indicative of funds available to fund our cash needs. In addition, Company FFO per diluted share does not measure, and should not be used as a measure of, amounts that accrue directly to stockholders’ benefit.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

The Company presents NOI, EBITDA 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, EBITDA, Company EBITDA, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of GAAP operating income to Company NOI and Company Same Store NOI, a reconciliation of GAAP net income attributable to GGP to EBITDA and Company EBITDA, and a reconciliation of GAAP net income 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 flow. In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company’s proportionate share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for by 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.

ER7

GAAP Financial Statements

GAAP FINANCIAL OVERVIEW (In thousands, except per share )

	Three Months Ended						Six Months Ended
	June 30, 2017		June 30, 2016		Percentage Change		June 30, 2017		June 30, 2016		Percentage Change
Operating income	$	182,793	$	216,035	(15.4	)%	$	375,662	$	390,016	(3.7	)%
Net Income attributable to GGP	125,863		185,945		(32.3	)%	233,022		377,725		(38.3	)%
Net income attributable to common stockholders	121,879		181,962		(33.0	)%	225,054		369,758		(39.1	)%
Diluted earnings per share	$	0.13	$	0.19	(32.5	)%	$	0.24	$	0.39	(38.9	)%
Diluted weighted average number of shares outstanding	945,325		952,290				947,412		951,229

1

GAAP FINANCIAL STATEMENTS Consolidated Balance Sheets (In thousands)

	June 30, 2017			December 31, 2016
Assets:
Investment in real estate:
Land	$	3,043,007		$	3,066,019
Buildings and equipment	16,144,950			16,091,582
Less accumulated depreciation	(2,930,511		)	(2,737,286		)
Construction in progress	273,008			251,616
Net property and equipment	16,530,454			16,671,931
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,866,518			3,868,993
Net investment in real estate	20,396,972			20,540,924
Cash and cash equivalents	227,626			474,757
Accounts receivable, net	301,515			322,196
Notes receivable, net	609,415			678,496
Deferred expenses, net	269,445			209,852
Prepaid expenses and other assets	472,473			506,521
Total assets	$	22,277,446		$	22,732,746
Liabilities:
Mortgages, notes and loans payable	$	12,496,119		$	12,430,418
Investment in Unconsolidated Real Estate Affiliates	25,863			39,506
Accounts payable and accrued expenses	591,023			655,362
Dividend payable	201,238			433,961
Deferred tax liabilities	3,664			3,843
Junior Subordinated Notes	206,200			206,200
Total liabilities	13,524,107			13,769,290
Redeemable noncontrolling interests:
Preferred	52,485			144,060
Common	197,294			118,667
Total redeemable noncontrolling interests	249,779			262,727
Equity:
Preferred stock	242,042			242,042
Stockholders' equity	8,184,043			8,393,722
Noncontrolling interests in consolidated real estate affiliates	34,175			33,583
Noncontrolling interests related to long-term incentive plan common units	43,300			31,382
Total equity	8,503,560			8,700,729
Total liabilities, redeemable noncontrolling interests and equity	$	22,277,446		$	22,732,746

2

GAAP FINANCIAL STATEMENTS Consolidated Statements of Income (In thousands, except per share)

	Three Months Ended						Six Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
Revenues:
Minimum rents	$	349,205		$	363,412		$	698,218		$	734,544
Tenant recoveries	161,926			169,763			324,982			342,211
Overage rents	3,280			4,375			9,217			12,519
Management fees and other corporate revenues	20,847			18,917			48,990			52,659
Other	20,538			18,119			40,722			39,685
Total revenues	555,796			574,586			1,122,129			1,181,618
Expenses:
Real estate taxes	59,042			57,309			116,536			115,412
Property maintenance costs	10,724			11,955			25,699			29,438
Marketing	1,296			2,738			3,441			4,792
Other property operating costs	69,590			71,601			138,893			141,995
Provision for doubtful accounts	3,166			1,710			6,617			5,111
Property management and other costs	39,025			38,282			80,139			69,027
Provision for loan loss	—			—			—			36,069
General and administrative	15,862			14,650			30,546			28,076
Provisions for impairment	—			4,058			—			44,763
Depreciation and amortization	174,298			156,248			344,596			316,919
Total expenses	373,003			358,551			746,467			791,602
Operating income	182,793			216,035			375,662			390,016
Interest and dividend income	17,452			13,335			35,388			29,393
Interest expense	(134,209		)	(148,366		)	(266,532		)	(296,043		)
(Loss) gain on foreign currency	(3,877		)	7,893			(694		)	16,829
(Loss) gain from changes in control of investment properties and other, net	(15,841		)	38,553			(15,841		)	113,108
Gain on extinguishment of debt	55,112			—			55,112
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	101,430			127,450			183,095			253,303
(Provision for) benefit from income taxes	(3,844		)	2,242			(8,354		)	(679		)
Equity in income of Unconsolidated Real Estate Affiliates	30,732			34,618			63,946			92,108
Unconsolidated Real Estate Affiliates - gain on investment	—			25,591			—			40,506
Net Income	128,318			189,901			238,687			385,238
Allocation to noncontrolling interests	(2,455		)	(3,956		)	(5,665		)	(7,513		)
Net income attributable to GGP	125,863			185,945			233,022			377,725
Preferred stock dividends	(3,984		)	(3,983		)	(7,968		)	(7,967		)
Net income attributable to common stockholders	$	121,879		$	181,962		$	225,054		$	369,758
Basic Earnings Per Share:	$	0.14		$	0.21		$	0.25		$	0.42
Diluted Earnings Per Share:	$	0.13		$	0.19		$	0.24		$	0.39

3

Non-GAAP Proportionate Financial Information

NON-GAAP PROPORTIONATE FINANCIAL OVERVIEW¹ (In thousands, except per share)

	Three Months Ended								Six Months Ended
	June 30, 2017			June 30, 2016			Percentage Change		June 30, 2017			June 30, 2016			Percentage Change
Company Same Store NOI 2	$	546,810		$	543,097		0.7	%	$	1,104,728		$	1,086,825		1.6	%
Company NOI 4	563,431			554,594					1,139,025			1,139,501
Adjustments 3	(12,340		)	(10,314		)			(25,969		)	(50,628		)
Company NOI - as adjusted	551,091			544,280			1.3	%	1,113,056			1,088,873			2.2	%
Company EBITDA 4	519,619			512,036			1.5	%	1,058,394			1,078,174			(1.8	)%
Adjustments 5	(12,340		)	(10,314		)			(25,969		)	(71,200		)
Company EBITDA - as adjusted	507,279			501,722			1.1	%	1,032,425			1,006,974			2.5	%
Company FFO 6	334,717			340,050					680,934			722,853
Company FFO per diluted share	$	0.35		$	0.35				$	0.71		$	0.75
FFO 7	381,203			342,238					721,192			705,548
FFO per diluted share	$	0.40		$	0.36				$	0.76		$	0.74
Diluted weighted average number of Company shares outstanding	952,013			958,833					954,077			957,755

1 For the Reconciliation of GAAP to Non-GAAP Financial Measures see pages 8-10.            

2 Includes lease termination fees of $4.3 million and $2.2 million for the three months ended June 30, 2017 and 2016 and $15.3 million and $10.2 million for the six months ended June 30, 2017 and 2016, respectively.         

3 Adjustments include $12.3 million and $10.3 million condominium NOI for the three months ended June 30, 2017 and 2016 and $26.0 million and $50.6 million condominium NOI for the six months ended June 30, 2017 and 2016, respectively from Company NOI.

4 Company NOI and Company EBITDA exclude the periodic effects of Sold Interests. See Glossary of Terms on page 32.            

5 Adjustments include $12.3 million and $10.3 million condominium NOI for the three months ended June 30, 2017 and 2016 and $26.0 million and $50.6 million condominium NOI for the six months ended June 30, 2017 and 2016, respectively, $13 million gain on sales of Seritage stock for the six months ended June 30, 2016, and $7.5 million G&A savings for the six months ended June 30, 2016 from Company EBITDA.

6 Company FFO includes the periodic effects of Sold Interests. See Glossary of Terms on page 32.

7 FFO is presented in accordance with the NAREIT definition of FFO.

4

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Proportionate Assets, Liabilities and Equity¹ (In thousands)

	As of June 30, 2017						As of December 31, 2016
	Noncontrolling Interests 2			Unconsolidated Properties 2			Noncontrolling Interests 2			Unconsolidated Properties 2
Assets:
Investment in real estate:
Land	$	(26,255	)	$	2,258,282		$	(36,830	)	$	2,181,417
Buildings and equipment	(175,638		)	8,281,499			(206,810		)	8,191,356
Less accumulated depreciation	27,462			(1,677,388		)	38,785			(1,648,775		)
Construction in progress	(223		)	256,767			(128		)	174,684
Net property and equipment	(174,654		)	9,119,160			(204,983		)	8,898,682
Investment in and loans to/from Unconsolidated Real Estate Affiliates	—			(3,866,518		)	—			(3,688,993		)
Net investment in real estate	(174,654		)	5,252,642			(204,983		)	5,209,689
Cash and cash equivalents	(3,728		)	242,022			(4,373		)	237,923
Accounts receivable, net	(3,413		)	353,002			(3,484		)	322,387
Notes receivable, net	34			5,325			(109		)	4,400
Deferred expenses, net	(5,236		)	216,284			(2,866		)	192,759
Prepaid expenses and other assets	(9,099		)	203,634			(8,550		)	199,100
Total assets	$	(196,096	)	$	6,272,909		$	(224,365	)	$	6,166,258
Liabilities:
Mortgages, notes and loans payable	$	(149,432	)	$	5,894,327		$	(181,775	)	$	5,854,328
Investment in Unconsolidated Real Estate Affiliates	—			(25,863		)	—			(39,506		)
Accounts payable and accrued expenses	(12,489		)	404,085			(9,007		)	351,122
Dividend payable	—			—			—			—
Deferred tax liabilities	—			360			—			314
Junior Subordinated Notes	—			—			—			—
Total liabilities	(161,921		)	6,272,909			(190,782		)	6,166,258
Redeemable noncontrolling interests:
Preferred	—			—			—			—
Common	—			—			—			—
Total redeemable noncontrolling interests	—			—			—			—
Equity:
Preferred stock	—			—			—			—
Stockholders' equity	—			—			—			—
Noncontrolling interests in consolidated real estate affiliates	(34,175		)	—			(33,583		)	—
Noncontrolling interests related to Long-Term Incentive Plan Common Units	—			—			—			—
Total equity	(34,175		)	—			(33,583		)	—
Total liabilities, redeemable noncontrolling interests and equity	$	(196,096	)	$	6,272,909		$	(224,365	)	$	6,166,258

1 The Company's proportionate share of assets, liabilities and equity can be calculated using the consolidated information from page 2 combined with the columns above.

2 See Non-GAAP Supplemental Financial Measures and Definitions: Proportionate or At Share Basis on page ER5 for discussion on how this column is derived.

5

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Company NOI, EBITDA and FFO¹ For the Three Months Ended June 30, 2017 and 2016 (In thousands)

	Three Months Ended June 30, 2017												Three Months Ended June 30, 2016
	Noncontrolling Interests 2			Unconsolidated Properties 2			Sold Interests3			Adjustments 4			Noncontrolling Interests 2			Unconsolidated Properties 2			Sold Interests3			Adjustments4
Property revenues:
Minimum rents 5	$	(4,608	)	$	148,557		$	(3,919	)	$	3,495		$	(3,176	)	$	140,910		$	(22,033	)	$	3,330
Tenant recoveries	(2,046		)	60,297			(2,262		)	—			(1,368		)	57,215			(8,228		)	—
Overage rents	(40		)	2,099			10			—			(9		)	2,232			(171		)	—
Other revenue	(204		)	6,022			(568		)	—			(151		)	5,773			(1,431		)	—
Condominium sales	—			41,701			—			—			—			35,404			—			—
Total property revenues	(6,898		)	258,676			(6,739		)	3,495			(4,704		)	241,534			(31,863		)	3,330
Property operating expenses:
Real estate taxes	(1,019		)	16,404			(500		)	(1,490		)	(743		)	13,351			(1,800		)	(1,490		)
Property maintenance costs	(76		)	4,693			(208		)	—			(53		)	4,699			(782		)	—
Marketing	(17		)	1,899			(88		)	—			(19		)	1,951			(133		)	—
Other property operating costs	(641		)	27,633			(1,313		)	(788		)	(466		)	26,020			(4,295		)	(802		)
Provision for doubtful accounts	(43		)	1,082			(340		)	—			(5		)	2,552			(262		)	—
Condominium cost of sales	—			31,129			—			—			—			26,336			—			—
Total property operating expenses	(1,796		)	82,840			(2,449		)	(2,278		)	(1,286		)	74,909			(7,272		)	(2,292		)
NOI	$	(5,102	)	$	175,836		$	(4,290	)	$	5,773		$	(3,418	)	$	166,625		$	(24,591	)	$	5,622
Management fees and other corporate revenues	—			48			—			—			—			48			—			—
Property management and other costs 6	198			(9,921		)	82			—			129			(8,465		)	148			—
General and administrative	—			(179		)	—			—			—			(519		)	115			—
EBITDA	$	(4,904	)	$	165,784		$	(4,208	)	$	5,773		$	(3,289	)	$	157,689		$	(24,328	)	$	5,622
Depreciation on non-income producing assets 7	—			—			—			—			—			—			—			—
Investment income, net	387			493			—			(205		)	386			809			(2		)	(205		)
Preferred unit distributions 8	—			—			—			—			—			—			—			—
Preferred stock dividends	—			—			—			—			—			—			—			—
Interest expense:
Mark-to-market adjustments on debt	—			61			—			(1,122		)	—			88			942			(1,453		)
Gain on debt extinguishment 9	—			—			(55,112		)	—			—			—			—			—
Interest on existing debt	1,908			(60,928		)	3,336			—			1,339			(55,851		)	8,750			—
Gain on foreign currency	—			—			—			3,877			—			—			—			(7,893		)
Provision for loan loss	—			—			—			—			—			—			—			—
(Provision for) benefits from income taxes	17			(126		)	—			—			14			(96		)	—			724
FFO from sold interests	—			—			55,984			(54,809		)	—			—			14,638			1,017
FFO	$	(2,592	)	$	105,284		$	—		$	(46,486	)	$	(1,550	)	$	102,639		$	—		$	(2,188	)

1. For the Reconciliation of GAAP to Non-GAAP Financial Measures see pages 8-10.

2. See Non-GAAP Supplemental Financial Measures and Definitions: Proportionate or At Share Basis on page ER5 for discussion on how this column is derived.

3. Sold interests include reclassification of operations related to full or partial reductions in ownership as a result of sales or other transactions.

4. Adjustments primarily relate to: straight-line rent, above/below market lease amortization, amortization of real estate tax stabilization agreement, gain/loss on foreign currency, gain on debt extinguishment, and other items. For full discussion of the purpose and use of these adjustments see Non-GAAP Supplemental Financial Measures and Definitions in pages ER5 to ER7.

5. Adjustments include amounts for straight-line rent of ($5,114) and ($6,998) and above/below market lease amortization of $8,611 and $10,327 for the three months ended June 30, 2017 and 2016, respectively.

6. Unconsolidated amounts include our share of management fees paid by these properties. Revenues associated with these fees are included in consolidated management fees and other corporate revenues.

7. Consolidated amounts for depreciation on non-income producing assets are $4,430 and $4,113 for the three months ended June 30, 2017 and 2016, respectively.

8. Consolidated amounts for preferred unit distributions are $883 and $2,201 for the three months ended June 30, 2017 and 2016, respectively.

9. Amount reflects a $55M gain on extinguishment of debt resulting from the Lakeside Mall transaction.

6

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Company NOI, EBITDA and FFO¹ For the Six Months Ended June 30, 2017 and 2016 (In thousands)

	Six Months Ended June 30, 2017												Six Months Ended June 30, 2016
	Noncontrolling Interests2			Unconsolidated Properties2			Sold Interests3			Adjustments 4			Noncontrolling Interests2			Unconsolidated Properties2			Sold Interests3			Adjustments4
Property revenues:
Minimum rents 5	$	(9,684	)	$	305,824		$	(9,288	)	$	11,678		$	(6,674	)	$	276,923		$	(44,873	)	$	6,473
Tenant recoveries	(4,112		)	122,509			(4,910		)	—			(2,967		)	115,950			(17,068		)	—
Overage rents	(108		)	5,184			(157		)	—			(108		)	6,024			(875		)	—
Other revenue	(406		)	12,372			(1,417		)	—			(349		)	11,755			(2,880		)	—
Condominium sales	—			90,194			—			—			—			176,823			—			—
Total property revenues	(14,310		)	536,083			(15,772		)	11,678			(10,098		)	587,475			(65,696		)	6,473
Property operating expenses:
Real estate taxes	(1,770		)	34,657			(1,150		)	(2,979		)	(1,523		)	29,080			(3,644		)	(2,979		)
Property maintenance costs	(167		)	10,428			(749		)	—			(139		)	10,130			(1,740		)	—
Marketing	(35		)	4,268			(230		)	—			(32		)	6,364			(206		)	—
Other property operating costs	(1,467		)	54,637			(3,795		)	(1,576		)	(1,049		)	51,612			(8,947		)	(1,604		)
Provision for doubtful accounts	(49		)	2,156			(708		)	—			(11		)	4,521			(500		)	—
Condominium cost of sales	—			68,007			—			—			—			131,531			—			—
Total property operating expenses	(3,488		)	174,153			(6,632		)	(4,555		)	(2,754		)	233,238			(15,037		)	(4,583		)
NOI	$	(10,822	)	$	361,930		$	(9,140	)	$	16,233		$	(7,344	)	$	354,237		$	(50,659	)	$	11,056
Management fees and other corporate revenues	—			97			—			—			—			48			—			—
Property management and other costs 6	425			(19,242		)	186			—			280			(17,130		)	302			—
General and administrative	—			(380		)	(22		)	—			—			(612		)	229			—
EBITDA	$	(10,397	)	$	342,405		$	(8,976	)	$	16,233		$	(7,064	)	$	336,543		$	(50,128	)	$	11,056
Depreciation on non-income producing assets 7	—			—			—			—			—			—			—			—
Investment income, net	750			(8,728		)	—			(409		)	772			1,514			(3		)	(409		)
Preferred unit distributions 8	—			—			—			—			—			—			—			—
Preferred stock dividends	—			—			—			—			—			—			—			—
Interest expense:
Mark-to-market adjustments on debt	—			151			—			(2,332		)	—			174			1,868			(2,672		)
Write-off of mark-to-market adjustments on extinguished debt	—			—			—			—			—			—			—			—
Gain on debt extinguishment 9	—			—			(55,112		)	—			—			—			—			—
Interest on existing debt	4,008			(121,086		)	7,164			—			2,778			(110,626		)	17,098			—
Gain (loss) on foreign currency	—			—			—			694			—			—			—			(16,829		)
Provision for loan loss 10	—			—			—			—			—			—			—			28,549
(Provision for) benefit from income taxes	36			(265		)	—			—			31			(179		)	—			(4,355		)
FFO from sold interests	—			—			56,924			(54,444		)	—			—			31,163			1,965
FFO	$	(5,603	)	$	212,477		$	—		$	(40,258	)	$	(3,483	)	$	227,426		$	(2	)	$	17,305

1. For the Reconciliation of GAAP to Non-GAAP Financial Measures see pages 8-10.

2. See Non-GAAP Supplemental Financial Measures and Definitions: Proportionate or At Share Basis on page ER5 for discussion on how this column is derived.

3. Sold interests include reclassification of operations related to full or partial reductions in ownership as s result of sales or other transactions.

4. Adjustments primarily relate to: straight-line rent, above/below market lease amortization, amortization of real estate tax stabilization agreement, gain/loss on foreign currency and the related provision for income taxes, gain on debt extinguishment, and other items. For full discussion of the purpose and use of these adjustments see Non-GAAP Supplemental Financial Measures and Definitions in pages ER5 to ER7.

5. Adjustments include amounts for straight-line rent of ($3,729) and ($13,978) and above/below market lease amortization of $15,404 and $20,451 for the six months ended June 30, 2017 and 2016, respectively.

6. Unconsolidated amounts include our share of management fees paid by these properties. Revenues associated with these fees are included in consolidated managements fees and other corporate revenues.

7. Consolidated amounts for depreciation on non-income producing assets are $8,749 and $7,223 for the six months ended June 30, 2017 and 2016, respectively.

8. Consolidated amounts for preferred unit distributions are $3,014 and $4,403 for the six months ended June 30, 2017 and 2016, respectively.

9. Amount reflects a $55M gain on extinguishment of debt resulting from the Lakeside Mall transaction.

10. This provision relates to the note associated with our sale of our interest in Aliansce in 2013. We wrote down the principal balance by $28.5 million and reversed $7.5 million accrued interest to date, the interest portion impacts Company FFO.

7

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share)

		Three Months Ended						Six Months Ended
		June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
Reconciliation of GAAP Operating Income to Company Same Store NOI
Operating Income		$	182,793		$	216,035		$	375,662		$	390,016
Loss (gain) on sales of investment properties 1		83			1			(1,129		)	—
Depreciation and amortization		174,298			156,248			344,596			316,919
Provision for loan loss 2		—			—			—			36,069
Provision for impairment		—			4,058			—			44,763
General and administrative		15,862			14,649			30,546			28,076
Property management and other costs		39,025			38,282			80,139			69,027
Management fees and other corporate revenues		(20,847		)	(18,917		)	(48,990		)	(52,659		)
	Consolidated Properties	391,214			410,356			780,824			832,211
	Noncontrolling interest in NOI of Consolidated Properties 6	(5,102		)	(3,418		)	(10,822		)	(7,344		)
	NOI of sold interests 5, 6	(4,290		)	(24,591		)	(9,140		)	(50,659		)
	Unconsolidated Properties 6	175,836			166,625			361,930			354,237
	Proportionate NOI	557,658			548,972			1,122,792			1,128,445
Company adjustments: 3
	Minimum rents 4	3,495			3,330			11,678			6,473
	Real estate taxes	1,490			1,490			2,979			2,979
	Property operating expenses	788			802			1,576			1,604
Company NOI		563,431			554,594			1,139,025			1,139,501
Less Company Non-Same Store NOI		16,621			11,497			34,297			52,676
Company Same Store NOI		$	546,810		$	543,097		$	1,104,728		$	1,086,825
Reconciliation of GAAP Net Income Attributable to GGP to Company EBITDA
Net Income Attributable to GGP		$	125,863		$	185,945		$	233,022		$	377,725
Allocation to noncontrolling interests		2,455			3,956			5,665			7,513
Loss (gain) on sales of investment properties 1		83			1			(1,129		)	—
Gain on extinguishment of debt		(55,112		)	—			(55,112		)	—
Loss (gains) from changes in control of investment properties and other		15,841			(38,553		)	15,841			(113,108		)
Unconsolidated Real Estate Affiliates - gain on investment		—			(25,591		)	—			(40,506		)
Equity in income of Unconsolidated Real Estate Affiliates		(30,732		)	(34,618		)	(63,946		)	(92,108		)
Provision for loan loss 2		—			—			—			36,069
Provision for impairment		—			4,058			—			44,763
Provision for income taxes		3,844			(2,242		)	8,354			679
Loss (gain) on foreign currency		3,877			(7,893		)	694			(16,829		)
Interest expense		134,209			148,366			266,532			296,043
Interest and dividend income		(17,452		)	(13,335		)	(35,388		)	(29,393		)
Depreciation and amortization		174,298			156,248			344,596			316,919
	Consolidated Properties	357,174			376,342			719,129			787,767
	Noncontrolling interest in EBITDA of Consolidated Properties	(4,904		)	(3,289		)	(10,397		)	(7,064		)
	EBITDA of sold interests	(4,208		)	(24,328		)	(8,976		)	(50,128		)
	Unconsolidated Properties	165,784			157,689			342,405			336,543
	Proportionate EBITDA	513,846			506,414			1,042,161			1,067,118
Company adjustments: 3
	Minimum rents	3,495			3,330			11,678			6,473
	Real estate taxes	1,490			1,490			2,979			2,979
	Property operating expenses	788			802			1,576			1,604
Company EBITDA		$	519,619		$	512,036		$	1,058,394		$	1,078,174

8

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share)

		Three Months Ended						Six Months Ended
		June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
Reconciliation of GAAP Net Income Attributable to GGP to Company FFO
Net Income Attributable to GGP		$	125,863		$	185,945		$	233,022		$	377,725
Redeemable noncontrolling interests		975			1,358			1,805			2,883
Provision for impairment excluded from FFO		—			4,058			—			44,763
Noncontrolling interests in depreciation of Consolidated Properties		(2,008		)	(1,168		)	(4,783		)	(3,283		)
Unconsolidated Real Estate Affiliates - gain on investment		—			(25,591		)	—			(40,506		)
Loss (gain) on sales of investment properties 1		83			—			(1,129		)	1
Preferred stock dividends		(3,984		)	(3,983		)	(7,968		)	(7,967		)
Loss (gains) from changes in control of investment properties and other		15,841			(38,553		)	15,841			(113,108		)
Depreciation and amortization of capitalized real estate costs - Consolidated Properties		169,867			152,134			335,845			309,696
Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties		74,566			68,038			148,559			135,344
	FFO	381,203			342,238			721,192			705,548
Company adjustments: 3
	Minimum rents 4	3,495			3,330			11,678			6,473
	Real estate taxes	1,490			1,490			2,979			2,979
	Property operating expenses	788			802			1,576			1,604
	Investment income, net	(205		)	(205		)	(409		)	(409		)
	Market rate adjustments	(1,122		)	(1,453		)	(2,332		)	(2,672		)
	Provision for loan loss 2	—			—			—			28,549
	Loss (gain) on foreign currency	3,877			(7,893		)	694			(16,829		)
	Provision (benefit) for income taxes	—			724			—			(4,355		)
	FFO from sold interests 5	(54,809		)	1,017			(54,444		)	1,965
Company FFO		$	334,717		$	340,050		$	680,934		$	722,853
Reconciliation of GAAP Equity in Income of Unconsolidated Real Estate Affiliates to Equity in NOI of Unconsolidated Properties
Equity in income of Unconsolidated Real Estate Affiliates		$	30,732		$	34,618		$	63,946		$	92,108
Other, including gain on sales of investment properties		(14		)	(17		)	(28		)	(28		)
Depreciation and amortization of capitalized real estate costs		74,566			68,038			148,559			135,346
FFO of Unconsolidated Properties		105,284			102,639			212,477			227,426
	Provision for income taxes	126			96			265			179
	Net interest expense	60,374			54,954			129,663			108,938
	EBITDA	165,784			157,689			342,405			336,543
	General and administrative and provisions for impairment	179			519			380			612
	Net property management fees and costs	9,873			8,417			19,145			17,082
Equity in NOI of Unconsolidated Properties:		$	175,836		$	166,625		$	361,930		$	354,237

9

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share)

		Three Months Ended						Six Months Ended
		June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
Reconciliation of Net Income Attributable to GGP per diluted share to Company FFO per diluted share
Net Income Attributable to GGP per diluted share		$	0.13		$	0.19		$	0.24		$	0.39
Preferred stock dividends		—			—			(0.01		)	(0.01		)
Net income attributable to common stockholders per diluted share		0.13			0.19			0.23			0.38
Provision for impairment excluded from FFO		—			—			—			0.05
Noncontrolling interests in depreciation of Consolidated Properties		—			—			(0.01		)	—
Unconsolidated Real Estate Affiliates - gain on investment		—			(0.03		)	—			(0.04		)
Loss (gains) from changes in control of investment properties and other		0.02			(0.04		)	0.02			(0.12		)
Depreciation and amortization of capitalized real estate costs		0.25			0.24			0.52			0.47
FFO per diluted share		0.40			0.36			0.76			0.74
Company adjustments: 3
	Straight-line rent	—			—			0.01			0.01
	Loan loss provision	—			—			—			0.03
	Gain on foreign currency	—			(0.01		)	—			(0.03		)
	FFO from sold interests 5	(0.05		)	—			(0.06		)	—
Company FFO per diluted share		$	0.35		$	0.35		$	0.71		$	0.75

1. Amounts included in Consolidated GAAP other revenues but excluded from FFO.

2. This provision relates to the note associated with our sale of our interest in Aliansce in 2013. In the three months ended June 30, 2016, we wrote down the principal balance by $28.5 million and reserved $7.5 million accrued interest to date, the interest portion impacts Company FFO.

3. Adjustments primarily relate to: straight-line rent, above/below market lease amortization, amortization of real estate tax stabilization agreement, gain/loss on foreign currency, gain on extinguishment of debt, and other non-comparable items. For full discussion of the purpose and use of these adjustments see Non-GAAP Supplemental Financial Measures and Definitions in pages ER5 to ER7.

4. Adjustments include amounts for straight-line rent of ($5,114) and ($6,998) and above/below market lease amortization of $8,611 and $10,327 for the three months ended June 30, 2017 and 2016, respectively, and straight-line rent of ($3,729) and ($13,978) and above/below market lease amortization of $15,404 and $20,451 for the three months ended June 30, 2017 and 2016, respectively.

5. Sold interests include reclassification of operations related to full or partial reductions in ownership as a result of sales or other transactions. For the three and six months ended June 30, 2017 this amount reflects a $55 million gain on extinguishment of debt resulting from the Lakeside Mall transaction.

6. Refer to pages 6-7 for NOI, EBITDA and FFO.

10

DEBT

DEBT Summary, at Share As of June 30, 2017 (In thousands)

					Maturities1
	Interest Rate	Proportionate Balance		Average Remaining Term (Years)	2017			2018			2019			2020			2021			2022			Subsequent			Total
Fixed Rate
Property Level Consolidated	4.42%	$10,012,828		5.4	$	—		$	118,892		$	493,457		$	1,476,314		$	1,368,776		$	1,281,091		$	4,431,065		$	9,169,595
Property Level Unconsolidated	4.23%	4,577,583		5.1	—			186,862			607,145			619,639			272,361			1,133,000			1,545,611			4,364,618
Total Fixed Rate	4.36%	$	14,590,411	5.3	$	—		$	305,754		$	1,100,602		$	2,095,953		$	1,641,137		$	2,414,091		$	5,976,676		$	13,534,213
Variable Rate
Property Level Consolidated	2.89%	$	2,006,130	3.2	$	—		$	213,425		$	389,500		$	—		$	1,324,602		$	—		$	—		$	1,927,527
Property Level Unconsolidated	3.93%	1,296,752		2.4	—			—			671,461			593,377			30,000			—			—			1,294,838
Junior Subordinated Notes Due 2036	2.62%	206,200		18.8	—			—			—			—			—			—			206,200			206,200
Corporate Revolver	2.41%	345,000		3.3	—			—			—			345,000			—			—			—			345,000
Total Variable Rate	3.18%	$	3,854,082	3.8	$	—		$	213,425		$	1,060,961		$	938,377		$	1,354,602		$	—		$	206,200		$	3,773,565
Total	4.12%	$	18,444,493	5.0	$	—		$	519,179		$	2,161,563		$	3,034,330		$	2,995,739		$	2,414,091		$	6,182,876		$	17,307,778
		Weighted average interest rate			—		%	3.52		%	4.14		%	3.97		%	4.12		%	4.36		%	4.20		%
		Total Amortization			$	91,648		$	198,279		$	201,835		$	195,914		$	151,822		$	120,424		$	176,793		$	1,136,715
																	Total Maturities and Amortization2,3									$	18,444,493

1. Assumes that all maturity extensions are exercised.

2. Reconciliation to GGP Proportionate Mortgages, Notes, and Loans Payable:                    

Total Maturities and Amortization, from above	$	18,444,493
Debt related to solar projects and other	53,081
Proportionate Portfolio Debt	18,497,574
Deferred financing costs, market rate adjustments and other, net	(50,360		)
Junior Subordinated Notes Due 2036	(206,200		)
Proportionate Mortgages, Notes and Loans Payable	18,241,014
GGP Share of Unconsolidated Real Estate Affiliates	(5,894,327		)
Noncontrolling Interests	149,432
Consolidated GAAP Mortgages, Notes and Loans Payable	$	12,496,119

3.    Reflects maturities and amortization for periods subsequent to June 30, 2017.

11

DEBT Detail, at Share¹ As of June 30, 2017 (In thousands)

									Amortization
Property	Own%	Proportionate Balance		Maturity Year 2	Balloon Pmt at Maturity		Interest Rate	Parent Recourse 3	2017		2018		2019		2020		2021		2022		Subsequent
Fixed Rate
Consolidated Property Level
The Gallery at Harborplace - Other	100%	$	2,218	2018	$	190	6.05%	No	$	1,092	$	936	$	—	$	—	$	—	$	—	$	—
Hulen Mall	100%	121,799		2018	118,702		4.25%	No	1,215		1,882		—		—		—		—		—
Governor's Square	100%	68,122		2019	66,488		6.69%	No	527		1,107		—		—		—		—		—
Oak View Mall	100%	76,296		2019	74,467		6.69%	No	589		1,240		—		—		—		—		—
Coronado Center	100%	187,711		2019	180,278		3.50%	Yes - Partial	2,065		4,258		1,110		—		—		—		—
Park City Center	100%	179,252		2019	172,224		5.34%	No	1,747		3,666		1,615		—		—		—		—
Fashion Place	100%	226,730		2020	226,730		3.64%	No	—		—		—		—		—		—		—
Mall St. Matthews	100%	182,651		2020	170,305		2.72%	No	2,041		4,181		4,297		1,827		—		—		—
Town East Mall	100%	160,270		2020	160,270		3.57%	No	—		—		—		—		—		—		—
Tucson Mall	100%	246,000		2020	246,000		4.01%	No	—		—		—		—		—		—		—
Visalia Mall	100%	74,000		2020	74,000		3.71%	No	—		—		—		—		—		—		—
Tysons Galleria	100%	303,229		2020	282,081		4.06%	No	3,148		6,528		6,802		4,670		—		—		—
The Mall In Columbia	100%	338,956		2020	316,928		3.95%	No	3,298		6,794		7,067		4,869		—		—		—
Northridge Fashion Center	100%	226,630		2021	207,503		5.10%	No	2,328		4,871		5,129		5,369		1,430		—		—
Deerbrook Mall	100%	139,445		2021	127,934		5.25%	No	1,396		2,928		3,087		3,236		864		—		—
White Marsh Mall	100%	190,000		2021	190,000		3.66%	No	—		—		—		—		—		—		—
Park Place	100%	181,182		2021	165,815		5.18%	No	1,823		3,821		4,026		4,217		1,480		—		—
Providence Place	94%	328,571		2021	302,577		5.65%	No	3,057		6,434		6,813		7,162		2,528		—		—
Fox River Mall	100%	170,515		2021	156,373		5.46%	No	1,627		3,422		3,616		3,796		1,681		—		—
Oxmoor Center	94%	81,644		2021	74,781		5.37%	No	791		1,662		1,755		1,841		814		—		—
Rivertown Crossings	100%	154,082		2021	141,356		5.52%	No	1,464		3,077		3,254		3,417		1,514		—		—
Westlake Center - Land	100%	2,437		2021	2,437		12.90%	Yes - Full	—		—		—		—		—		—		—
Bellis Fair	100%	85,818		2022	77,060		5.23%	No	851		1,786		1,883		1,973		2,092		173		—
The Shoppes at Buckland Hills	100%	119,690		2022	107,820		5.19%	No	1,133		2,375		2,503		2,621		2,779		459		—
The Gallery at Harborplace	100%	75,787		2022	68,096		5.24%	No	703		1,474		1,555		1,628		1,728		603		—
The Streets at SoutHPoint	94%	232,337		2022	207,909		4.36%	No	2,294		4,744		4,955		5,175		5,405		1,855		—
Spokane Valley Mall	100%	57,788		2022	51,312		4.65%	No	589		1,228		1,287		1,342		1,414		616		—
Greenwood Mall	100%	63,000		2022	57,469		4.19%	No	419		1,054		1,100		1,140		1,197		621		—
North Star Mall	100%	309,372		2022	270,113		3.93%	No	3,503		7,256		7,551		7,825		8,175		4,949		—
Coral Ridge Mall	100%	107,602		2022	98,394		5.71%	No	777		1,623		1,718		1,819		1,925		1,346		—
The Oaks Mall	100%	128,159		2022	112,842		4.55%	No	1,299		2,706		2,833		2,951		3,106		2,422		—
Westroads Mall	100%	144,755		2022	127,455		4.55%	No	1,468		3,056		3,200		3,333		3,508		2,735		—
Coastland Center	100%	118,613		2022	102,621		3.76%	No	1,361		2,812		2,922		3,023		3,152		2,722		—
Pecanland Mall	100%	86,395		2023	75,750		3.88%	No	844		1,749		1,819		1,882		1,967		2,045		339
Crossroads Center (MN)	100%	98,080		2023	83,026		3.25%	No	1,195		2,459		2,541		2,617		2,713		2,804		725
Cumberland Mall	100%	160,000		2023	160,000		3.67%	No	—		—		—		—		—		—		—
The Woodlands	100%	242,992		2023	207,057		5.04%	No	2,642		5,484		5,767		6,064		6,377		6,706		2,895
Meadows Mall	100%	148,569		2023	118,726		3.96%	No	2,216		4,582		4,770		4,950		5,168		5,379		2,778
Oglethorpe Mall	100%	150,000		2023	136,166		3.90%	No	—		1,059		2,648		2,739		2,865		2,981		1,542
Prince Kuhio Plaza	100%	41,874		2023	35,974		4.10%	No	436		903		942		977		1,023		1,067		552
Augusta Mall	100%	170,000		2,023	170,000		4.36%	No	—		—		—		—		—		—		—
Staten Island Mall	100%	245,505		2023	206,942		4.77%	No	2,723		5,643		5,918		6,207		6,510		6,827		4,735
Stonestown Galleria	100%	180,000		2023	164,720		4.39%	No	—		462		2,871		2,979		3,137		3,279		2,552

12

DEBT Detail, at Share¹ As of June 30, 2017 (In thousands)

									Amortization
Property	Own%	Proportionate Balance		Maturity Year 2	Balloon Pmt at Maturity		Interest Rate	Parent Recourse 3	2017		2018		2019		2020		2021		2022		Subsequent
Boise Towne Square	100%	$	126,371	2023	106,372		4.79%	No	1,391		2,880		3,021		3,169		3,324		3,487		2,727
The Crossroads (MI)	100%	94,179		2023	80,833		4.42%	No	904		1,881		1,967		2,046		2,151		2,249		2,148
Jordan Creek Town Center	100%	207,374		2024	177,448		4.37%	No	1,999		4,160		4,348		4,520		4,749		4,963		5,187
Woodbridge Center	100%	249,408		2024	220,726		4.80%	No	1,803		3,777		3,964		4,128		4,367		4,584		6,059
The Maine Mall	100%	235,000		2024	235,000		4.66%	No	—		—		—		—		—		—		—
Baybrook Mall	100%	244,004		2024	212,423		5.52%	No	1,823		3,798		4,013		4,240		4,480		4,734		8,493
The Parks Mall at Arlington	100%	244,058		2024	212,687		5.57%	No	1,808		3,767		3,983		4,210		4,451		4,705		8,447
Beachwood Place	100%	219,036		2025	184,350		3.94%	No	1,958		4,032		4,194		4,362		4,537		4,719		10,884
Pembroke Lakes Mall	100%	260,000		2025	260,000		3.56%	No	—		—		—		—		—		—		—
Valley Plaza Mall	100%	240,000		2025	206,847		3.75%	No	—		3,167		4,410		4,556		4,757		4,941		11,322
Willowbrook Mall	100%	360,000		2025	360,000		3.55%	No	—		—		—		—		—		—		—
Boise Towne Plaza	100%	19,382		2025	16,006		4.13%	No	177		366		382		396		415		433		1,207
Paramus Park	100%	120,000		2025	120,000		4.07%	No	—		—		—		—		—		—		—
Glenbrook Square	100%	162,000		2025	137,791		4.27%	No	222		2,634		2,750		2,852		2,997		3,130		9,624
Peachtree Mall	100%	78,426		2025	59,269		3.94%	No	965		1,996		2,077		2,153		2,249		2,341		7,376
North Point Mall	100%	250,000		2026	218,205		4.54%	No	—		—		984		4,050		4,237		4,434		18,090
The Shops at La Cantera	75%	262,500		2027	262,500		3.60%	No	—		—		—		—		—		—		—
Providence Place - Other	94%	33,014		2028	2,247		7.75%	No	1,897		1,825		1,740		1,878		2,027		2,188		19,212
Consolidated Property Level		$	10,012,828		$	9,169,595	4.42%		$	67,608	$	143,545	$	145,187	$	144,209	$	119,293	$	96,497	$	126,894
Unconsolidated Property Level
Plaza Frontenac	55%	$	28,600	2018	28,600		3.04%	No	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Saint Louis Galleria	74%	158,262		2018	158,262		3.44%	No	—		—		—		—		—		—		—
The Grand Canal Shoppes	50%	313,125		2019	313,125		4.24%	No	—		—		—		—		—		—		—
First Colony Mall	50%	88,367		2019	84,321		4.50%	No	832		1,720		1,494		—		—		—		—
Natick Mall	50%	218,964		2019	209,699		4.60%	No	1,903		3,939		3,423		—		—		—		—
Oakbrook Center	48%	202,725		2020	202,725		3.66%	No	—		—		—		—		—		—		—
Christiana Mall	50%	114,613		2020	108,697		5.10%	No	867		1,816		1,913		1,320		—		—		—
Water Tower Place	47%	177,813		2020	171,026		4.35%	No	977		2,024		2,124		1,662		—		—		—
Kenwood Towne Centre	70%	148,283		2020	137,191		5.37%	No	1,492		3,131		3,306		3,163		—		—		—
Whaler's Village	50%	40,000		2021	40,000		5.42%	No	—		—		—		—		—		—		—
Shops at Merrick Park	55%	92,937		2021	85,797		5.73%	No	858		1,808		1,916		2,015		543		—		—
Willowbrook Mall (TX)	50%	97,123		2021	88,965		5.13%	No	991		2,077		2,188		2,291		611		—		—
Northbrook Court	50%	62,549		2021	56,811		4.25%	No	609		1,259		1,313		1,370		1,187		—		—
Fashion Show - Other	50%	1,809		2021	788		6.06%	Yes - Full	105		219		232		247		218		—		—
Ala Moana Center	63%	875,000		2022	875,000		4.23%	No	—		—		—		—		—		—		—
Florence Mall	50%	45,000		2022	45,000		4.15%	No	—		—		—		—		—		—		—
Clackamas Town Center	50%	108,000		2022	108,000		4.18%	No	—		—		—		—		—		—		—
Bridgewater Commons	35%	105,000		2022	105,000		3.34%	No	—		—		—		—		—		—		—
The Shoppes at River Crossing	50%	38,675		2023	35,026		3.75%	No	—		510		711		734		767		796		131
Carolina Place	50%	85,963		2023	75,542		3.84%	No	787		1,630		1,694		1,752		1,831		1,903		824
Union Square Portfolio	50%	25,000		2023	25,000		5.12%	No	—		—		—		—		—		—		—
Galleria at Tyler	50%	90,808		2023	76,716		5.05%	No	957		1,987		2,089		2,197		2,311		2,430		2,121
Park Meadows	35%	126,000		2023	112,734		4.60%	No	—		1,996		2,091		2,189		2,292		2,400		2,298

13

DEBT Detail, at Share¹ As of June 30, 2017 (In thousands)

									Amortization
Property	Own%	Proportionate Balance		Maturity Year 2	Balloon Pmt at Maturity		Interest Rate	Parent Recourse 3	2017		2018		2019		2020		2021		2022		Subsequent
Stonebriar Centre	50%	140,000		2024	120,886		4.05%	No	805		2,477		2,579		2,686		2,797		2,912		4,858
Fashion Show	50%	417,500		2024	417,500		4.03%	No	—		—		—		—		—		—		—
Pinnacle Hills Promenade	50%	58,472		2025	48,805		4.13%	No	552		1,146		1,195		1,240		1,299		1,355		2,880
Altamonte Mall	50%	80,000		2025	69,045		3.72%	No	—		1,062		1,478		1,526		1,593		1,654		3,642
Alderwood	50%	170,734		2025	138,693		3.48%	No	1,764		3,638		3,769		3,888		4,043		4,188		10,751
Towson Town Center	35%	113,761		2025	97,713		3.82%	No	—		680		2,093		2,175		2,259		2,347		6,494
Perimeter Mall	50%	137,500		2026	137,500		3.96%	No	—		—		—		—		—		—		—
Glendale Galleria	50%	215,000		2026	190,451		4.06%	No	—		—		—		922		3,785		3,942		15,900
Unconsolidated Property Level		$	4,577,583		$	4,364,618	4.23%		$	13,499	$	33,119	$	35,608	$	31,377	$	25,536	$	23,927	$	49,899
Total Fixed Rate Debt		$	14,590,411		$	13,534,213	4.36%		$	81,107	$	176,664	$	180,795	$	175,586	$	144,829	$	120,424	$	176,793
Variable Rate
Consolidated Property Level
Columbia Mall	100%	100,000		2018	100,000		Libor + 175 bps	Yes - Full	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Market Place Shopping Center	100%	113,425		2018	113,425		Libor + 240 bps	No	—		—		—		—		—		—		—
Lynnhaven Mall	100%	235,000		2019	235,000		Libor + 185 bps	No	—		—		—		—		—		—		—
830 North Michigan	100%	85,000		2019	85,000		Libor + 160 bps	No	—		—		—		—		—		—		—
Westlake Center	100%	42,500		2019	42,500		Libor + 230 bps	No	—		—		—		—		—		—		—
200 Lafayette	100%	33,000		2019	27,000		Libor + 250 bps	No	1,500		3,000		1,500		—		—		—		—
Brass Mill Center 4	100%	66,645		2021	63,182		Libor + 175 bps	Yes - Partial	408		853		906		962		334		—		—
Columbiana Centre 4	100%	124,621		2021	118,146		Libor + 175 bps	Yes - Partial	762		1,596		1,694		1,799		624		—		—
Eastridge 4	100%	43,347		2021	41,094		Libor + 175 bps	Yes - Partial	266		555		589		626		217		—		—
Four Seasons 4	100%	31,247		2021	29,624		Libor + 175 bps	Yes - Partial	191		400		425		451		156		—		—
Grand Teton Mall 4	100%	45,514		2021	43,149		Libor + 175 bps	Yes - Partial	278		583		619		657		228		—		—
Mayfair 4	100%	348,398		2021	330,294		Libor + 175 bps	Yes - Partial	2,133		4,461		4,737		5,029		1,744		—		—
Mondawmin Mall 4	100%	85,356		2021	80,920		Libor + 175 bps	Yes - Partial	524		1,093		1,160		1,232		427		—		—
North Town Mall 4	100%	86,693		2021	82,188		Libor + 175 bps	Yes - Partial	531		1,110		1,179		1,251		434		—		—
Oakwood 4	100%	71,088		2021	67,394		Libor + 175 bps	Yes - Partial	436		910		966		1,026		356		—		—
Oakwood Center 4	100%	86,964		2021	82,445		Libor + 175 bps	Yes - Partial	533		1,114		1,182		1,255		435		—		—
Pioneer Place 4	100%	127,331		2021	120,714		Libor + 175 bps	Yes - Partial	780		1,631		1,731		1,838		637		—		—
River Hills Mall 4	100%	71,130		2021	67,434		Libor + 175 bps	Yes - Partial	435		911		967		1,027		356		—		—
Sooner Mall 4	100%	72,005		2021	68,264		Libor + 175 bps	Yes - Partial	441		922		979		1,039		360		—		—
Southwest Plaza 4	100%	115,735		2021	109,721		Libor + 175 bps	Yes - Partial	709		1,482		1,573		1,671		579		—		—
The Shops at Fallen Timbers 4	100%	21,131		2021	20,033		Libor + 175 bps	Yes - Partial	129		271		287		305		106		—		—
Consolidated Property Level		$	2,006,130		$	1,927,527	2.89%		$	10,056	$	20,892	$	20,494	$	20,168	$	6,993	$	—	$	—
Unconsolidated Property Level
Ala Moana Construction Loan 5	63%	257,916		2019	257,916		Libor + 175 bps	Yes - Partial	$	—	$	—	$	—	$	—	$	—	$	—	$	—
685 Fifth Avenue	50%	170,000		2019	170,000		Libor + 275 bps	No	—		—		—		—		—		—		—
Miami Design District	22%	137,330		2019	137,264		Libor + 250 bps	No	—		—		66		—		—		—		—
522 Fifth Avenue	10%	9,188		2019	9,188		Libor + 200 bps	No	—		—		—		—		—		—		—
530 Fifth Avenue Senior	51%	97,581		2019	97,093		Libor + 325 bps	No	245		243		—		—		—		—		—
Bayside Marketplace	12%	30,000		2020	30,000		Libor + 205 bps	No	—		—		—		—		—		—		—
Baybrook LPC Construction Loan 6	53%	60,045		2020	60,045		Libor + 175 bps	Yes - Partial	—		—		—		—		—		—		—
730 Fifth Avenue 7	37%	457,750		2020	457,750		Libor + 263 bps	No	—		—		—		—		—		—		—
The Shops at The Bravern	40%	23,920		2020	22,560		Libor + 225 bps	No	240		480		480		160		—		—		—
Park Lane Construction Loan 8	50%	23,022		2020	23,022		Libor + 325 bps	Yes - Partial	—		—		—		—		—		—		—
85 Fifth Avenue	50%	30,000		2021	30,000		Libor + 275 bps	No	—		—		—		—		—		—		—
Unconsolidated Property Level		$	1,296,752		$	1,294,838	3.93%		$	485	$	723	$	546	$	160	$	—	$	—	$	—

14

DEBT Detail, at Share¹ As of June 30, 2017 (In thousands)

									Amortization
Property	Own%	Proportionate Balance		Maturity Year 2	Balloon Pmt at Maturity		Interest Rate	Parent Recourse 3	2017		2018		2019		2020		2021		2022		Subsequent
Consolidated Corporate
Junior Subordinated Notes Due 2036	100%	$	206,200	2036	$	206,200	Libor + 145 bps	Yes - Full	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Corporate Revolver	100%	$	345,000	2020	$	345,000	Libor + 133 bps	Yes - Full	—		—		—		—		—		—		—
Consolidated Corporate		$	551,200		$	551,200	2.49%		$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Variable Rate Debt		$	3,854,082		$	3,773,565	3.18%		$	10,541	$	21,615	$	21,040	$	20,328	$	6,993	$	—	$	—
Total 9		$	18,444,493		$	17,307,778	4.12%		$	91,648	$	198,279	$	201,835	$	195,914	$	151,822	$	120,424	$	176,793

1. Proportionate share for Consolidated Properties presented exclusive of non-controlling interests.

2. Assumes that all maturity extensions are exercised.

3. Total recourse to GGP or its subsidiaries of approximately $1.3 billion, excluding the corporate revolver.

4. Properties provide mortgage collateral as guarantors for $1.4 billion corporate borrowing and are cross collateralized.

5. Reflects the amount drawn as of June 30, 2017 on the $430.0 million construction loan ($268.8 million at share).

6. Reflects the amount drawn as of June 30, 2017 on the $126.0 million construction loan ($66.8 million at share).

7. Per the joint venture agreement approximately $915 million of the total property debt is associated with the retail units and approximately $335 million is associated with the upper units. GGP owns a 50% equity interest in the retail units, and as a result GPP's pro rata share of the property debt is approximately $458 million or 37%.

8. Reflects the amount drawn as of June 30, 2017 on the $460.0 million construction loan ($230.0 million at share).

9. Reflects amortization for the period subsequent to June 30, 2017.

15

Asset Transactions

ASSET TRANSACTIONS Summary of Asset Transactions For the Six Months Ended June 30, 2017 (In thousands)

Acquisitions
Closing Date		Property Name	Property Location	GGP Ownership %	Gross Purchase Price at Share 1		Debt at Share		Net Equity at Share 1
June 2017		Jordan Creek Town Center (Younkers Box)	West Des Moines, IA	100.0%	$	15,300	$	—	$	15,300
June 2017		Neshaminy Mall2	Bensalem, PA	100.0%	34,200		—		33,700
June 2017		Miami Design District3	Miami, FL	22.3%	98,000		—		98,000
May 2017		522 Fifth Avenue4	New York, NY	10.0%	9,000		—		9,000
	Total				$	156,500	$	—	$	156,000
Dispositions
Closing Date		Property Name	Property Location	Sold Ownership %	Gross Proceeds at Share		Debt at Share		Net Proceeds at Share 1
June 2017		Lakeside Mall5	Sterling Heights, MI	100.0%	$	144,500	$	144,500	$	—
May 2017		Red Cliffs Mall	St. George, UT	100.0%	39,100		—		36,300
	Total				$	18,300	$	144,500	$	36,300

1. Includes closing costs.

2. GGP acquired our partner's 50% interest in Neshaminy Mall for total ownership of 100%.

3. In full satisfaction of two promissory notes, GGP received an additional 7.3% of its joint venture partner's membership interests in Miami Design District, resulting in a total ownership of 22.3%. The investment is now accounted for using the equity method.

4. GGP received a 10% of our joint venture membership interest in 522 Fifth Avenue in full satisfaction of a $9 million promissory note.

5. Lakeside Mall was conveyed to the lender in full satisfaction of a $144.5 million mortgage note. This resulted in a gain on extinguishment of debt of approximately $55.1 million.

16

Portfolio Operating Metrics

SAME STORE PORTFOLIO OPERATING METRICS Key Operating Performance Indicators As of and for the Six Months Ended June 30, 2017 (GLA in thousands)

GLA Summary
	Number of Properties	Mall and Freestanding	Anchor (GGP Owned)	Anchor (Tenant Owned)	Total Retail Property	Strip Center	Office	Total	Total at Share 1	% Leased
Consolidated Retail Properties	84	36,973	12,567	32,892	82,432	1,151	854	84,437	51,147	95.6	%
Unconsolidated Retail Properties	39	18,442	4,727	13,504	36,673	464	1,513	38,650	12,353	95.8	%
Same Store Retail Properties2	123	55,414	17,294	46,397	119,105	1,615	2,367	123,087	63,501	95.7	%
Non-Same Store Retail Properties	3	128	—	—	128	—	—	128	101	83.3	%
Total Retail Properties	126	55,542	17,294	46,397	119,233	1,615	2,367	123,215	63,602	95.6	%
Non-Same Store Other Retail	1	256	—	—	256	—	—	256	90	99.5	%
Total Real Estate	127	55,798	17,294	46,397	119,489	1,615	2,367	123,471	63,691	95.6	%

Same Store Operating Metrics2
					In-Place Rent				Tenant Sales 3				Occupancy Cost		NOI Weighted SPSF 4		NOI Weighted Occupancy Cost 4
June 30, 2017	% Leased		% Occupied		<10K SF		All Less Anchors		<10K SF		All Less Anchors		<10K SF		<10K SF		<10K SF
Consolidated Retail Properties	95.6	%	94.5	%	$	65.20	$	51.33	$	504	$	12,141	14.3	%	$	557	14.4	%
Unconsolidated Retail Properties	95.8	%	94.7	%	102.96		84.90		766		9,058		13.8	%	965		16.0	%
Same Store Retail Properties	95.7	%	94.6	%	$	78.12	$	62.81	$	591	$	21,198	14.1	%	$	705	15.2	%
					In-Place Rent				Tenant Sales 3				Occupancy Cost		NOI Weighted SPSF 4		NOI Weighted Occupancy Cost 4
June 30, 2016	% Leased		% Occupied		<10K SF		All Less Anchors		<10K SF		All Less Anchors		<10K SF		<10K SF		<10K SF
Consolidated Retail Properties	96.0	%	95.1	%	$	64.80	$	51.63	$	509	$	12,238	14.1	%	$	558	14.1	%
Unconsolidated Retail Properties	96.6	%	95.2	%	100.29		84.35		740		8,794		13.7	%	934		14.8	%
Same Store Retail Properties	96.2	%	95.1	%	$	76.87	$	62.63	$	585	$	21,032	13.9	%	$	693	14.5	%

1. Total GLA at Share includes assets at GGP ownership percentages and excludes tenant owned area.

2. Same Store Metrics include all properties designated in the Property Schedule (pages 20-26) as "Total Same Store Retail Properties".

3. Tenant Sales <10K SF is presented as Sales per square foot in dollars, and Tenant Sales All Less Anchors is presented as total sales volume in millions of dollars.

4. These metrics are weighted based on the NOI contribution of the properties to provide a clearer picture of the quality of the portfolio.

17

SAME STORE PORTFOLIO OPERATING METRICS ¹ Signed Leases All Less Anchors As of June 30, 2017

	Leasing Activity - All Leases
	Trailing 12 Commencements
	# of Leases	SF	Term (in years)	Initial Rent PSF	Average Rent PSF
New and Renewal Leases	2,120	7,942,505	7.4	$55.48	$59.34
Percent in Lieu/Gross	366	1,673,776	4.8	N/A	N/A
Total Leases	2,486	9,616,281	6.9	$55.48	$59.34

	SUITE TO SUITE - Lease Spread 2,3
	New and Renewal Leases
	# of Leases	SF	Term (in years)	Initial Rent PSF	Average Rent PSF	Expiring Rent PSF	Initial Rent Spread			Average Rent Spread			NOI Weighted Spread 4
Trailing 12 Commencements	1,524	4,730,557	6.9	$62.51	$68.27	$56.84	$5.66	10.0	%	$11.43	20.1	%	13.4	%

1. Same Store Metrics include all properties designated in the Property Schedule (pages 20-26) as "Total Same Store Retail Properties".

2. Represents signed leases that have commenced in the specified period compared to expiring rent for the prior tenant in the same suite. New suites are within 10,000 SF of the expiring suites.

3. Represents leases where downtime between the new and previous tenant was less than 24 months.

4. These metrics are weighted based on the NOI contribution of the properties to provide a clearer picture of the quality of the portfolio.

18

SAME STORE PORTFOLIO OPERATING METRICS ¹ Lease Expiration Schedule and Top Ten Tenants

Lease Expiration Year	Number of Expiring Leases	Expiring GLA at 100% (in thousands)	Percent of Total	Expiring Rent (in thousands)		Expiring Rent ($psf)
Specialty Leasing	1,003	2,111	4.0%	$	45,720	$	21.66
2017	875	2,364	4.5%	151,244		63.98
2018	1,789	6,168	11.6%	361,661		58.64
2019	1,577	6,104	11.5%	337,377		55.27
2020	1,282	4,513	8.5%	261,152		57.86
2021	1,254	4,667	8.8%	295,742		63.36
2022	1,065	4,631	8.7%	273,824		59.13
2023	915	3,543	6.7%	271,400		76.60
2024	865	4,060	7.7%	312,896		77.06
2025	942	4,512	8.5%	350,986		77.79
Subsequent	1,625	10,347	19.5%	699,636		67.62
Total	13,192	53,020	100.0%	$	3,361,638	$	63.40
Vacant Space	790	2,394
Mall and Freestanding GLA	13,982	55,414

Top Ten Largest Tenants	Primary DBA	Percent of Minimum Rents, Tenant Recoveries and Other
L Brands, Inc	Victoria's Secret, Bath & Body Works, PINK, Henri Bendel	3.7%
Foot Locker, Inc	Footlocker, Champs Sports, Footaction USA, House of Hoops, SIX:02	2.9%
The Gap, Inc	Gap, Banana Republic, Old Navy, Athleta	2.7%
Forever 21 Retail, Inc	Forever 21	2.2%
Abercrombie & Fitch Stores, Inc	Abercrombie, Abercrombie & Fitch, Hollister	2.0%
Ascena Retail Group	Dress Barn, Justice, Lane Bryant, Maurices, Ann Taylor, Loft	1.7%
Signet Jewelers Limited	Zales, Gordon's, Kay, Jared	1.7%
Genesco Inc	Journeys, Lids, Underground Station, Johnston & Murphy	1.5%
Luxottica Group S.P.A.	Lenscrafters, Sunglass Hut, Pearle Vision	1.5%
American Eagle Outfitters, Inc	American Eagle, Aerie, Martin + Osa	1.4%
Totals		21.3%

1. Same Store metrics include all properties designated in property schedule (pages 20-26) as "Total Same Store Retail Properties".

19

PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2017

Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA 1	Retail Percentage Leased
Consolidated Retail Properties
200 Lafayette	Pirch	100	%	New York, NY	27,970	—	—	—	—	27,970	100.0	%
830 N. Michigan Ave.	Uniqlo, Topshop	100	%	Chicago, IL	117,411	—	—	—	—	117,411	100.0	%
Apache Mall	Herberger's, JCPenney, Macy's	100	%	Rochester, MN	413,137	206,326	162,790	—	—	782,253	98.4	%
Augusta Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Augusta, GA	502,159	—	597,223	—	—	1,099,382	96.7	%
Baybrook Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Friendswood, TX	906,886	96,605	720,931	—	—	1,724,422	99.0	%
Beachwood Place	Dillard's, Nordstrom, Saks Fifth Avenue	100	%	Beachwood, OH	348,815	317,347	247,000	94,242	—	1,007,404	97.4	%
Bellis Fair	JCPenney, Kohl's, Macy's, Target	100	%	Bellingham, WA	398,710	100,400	237,910	—	—	737,020	91.8	%
Boise Towne Square	Dillard's, JCPenney, Macy's, Sears, Kohl's	100	%	Boise, ID	422,762	425,556	247,714	114,687	—	1,210,719	93.3	%
Brass Mill Center	Burlington Coat Factory, JCPenney, Macy's, Sears	100	%	Waterbury, CT	444,775	218,339	319,391	188,475	—	1,170,980	97.8	%
Coastland Center	Dillard's, JCPenney, Macy's, Sears	100	%	Naples, FL	332,071	123,921	466,469	—	—	922,461	98.1	%
Columbia Mall	Dillard's, JCPenney, Sears, Target	100	%	Columbia, MO	306,796	85,972	335,088	—	—	727,856	84.8	%
Columbiana Centre	Belk, Dillard's, JCPenney	100	%	Columbia, SC	294,057	145,387	360,643	—	—	800,087	96.0	%
Coral Ridge Mall	Dillard's, JCPenney, Target, Younkers	100	%	Coralville, IA	520,750	—	540,961	—	—	1,061,711	98.6	%
Coronado Center	JCPenney, Kohl's, Macy's, Sears	100	%	Albuquerque, NM	535,835	305,503	281,134	—	—	1,122,472	89.2	%
Crossroads Center	JCPenney, Macy's, Sears, Target	100	%	St. Cloud, MN	377,698	294,167	229,275	—	—	901,140	95.7	%
Cumberland Mall	Macy's, Sears	100	%	Atlanta, GA	537,513	—	500,575	—	—	1,038,088	99.8	%
Deerbrook Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Humble, TX	639,495	—	653,540	—	—	1,293,035	99.5	%
Eastridge Mall WY	JCPenney, Macy's, Sears, Target	100	%	Casper, WY	281,155	213,913	75,883	—	—	570,951	84.7	%
Fashion Place	Dillard's, Nordstrom	100	%	Murray, UT	457,750	161,634	337,600	—	—	956,984	95.0	%
Four Seasons Town Centre	Dillard's, JCPenney	100	%	Greensboro, NC	436,810	217,975	424,041	—	—	1,078,826	95.1	%
Fox River Mall	JCPenney, Macy's, Sears, Target, Younkers	100	%	Appleton, WI	590,334	30,000	564,914	—	—	1,185,248	95.4	%

20

PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2017

Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA 1	Retail Percentage Leased
Glenbrook Square	JCPenney, Macy's, Sears, Carson's	100	%	Fort Wayne, IN	447,412	555,870	221,000	—	—	1,224,282	90.4	%
Governor's Square	Dillard's, JCPenney, Macy's, Sears	100	%	Tallahassee, FL	340,357	—	691,605	—	—	1,031,962	91.4	%
Grand Teton Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Idaho Falls, ID	213,122	199,062	124,863	93,274	—	630,321	88.2	%
Greenwood Mall	Dillard's, JCPenney, Sears, Belk	100	%	Bowling Green, KY	423,177	278,253	150,800	—	—	852,230	98.9	%
Hulen Mall	Dillard's, Macy's, Sears	100	%	Ft. Worth, TX	394,578	—	596,570	—	—	991,148	97.0	%
Jordan Creek Town Center	Dillard's, Younkers	100	%	West Des Moines, IA	737,657	152,000	197,760	259,346	—	1,346,763	97.5	%
Lynnhaven Mall	Dillard's, JCPenney, Macy's	100	%	Virginia Beach, VA	649,808	150,434	380,958	—	—	1,181,200	96.6	%
Mall of Louisiana	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears	100	%	Baton Rouge, LA	603,882	—	805,630	143,634	—	1,553,146	94.1	%
Mall St. Matthews	Dillard's, Dillard's Men's & Home, JCPenney	100	%	Louisville, KY	503,408	—	514,135	—	—	1,017,543	95.3	%
Market Place Shopping Center	Bergner's, JCPenney, Macy's	100	%	Champaign, IL	497,922	234,834	149,980	—	—	882,736	91.9	%
Mayfair	Boston Store, Macy's, Nordstrom	100	%	Wauwatosa, WI	637,572	288,596	360,407	—	314,806	1,601,381	97.7	%
Meadows Mall	Dillard's/Curacao, JCPenney, Macy's, Sears	100	%	Las Vegas, NV	308,098	—	636,853	—	—	944,951	91.0	%
Mondawmin Mall		100	%	Baltimore, MD	385,554	—	—	—	73,918	459,472	100.0	%
Neshaminy Mall	Boscov's, Sears	100	%	Bensalem, PA	377,971	215,586	418,595	—	—	1,012,152	90.0	%
North Point Mall	Dillard's, JCPenney, Macy's, Sears, Von Maur	100	%	Alpharetta, GA	421,651	539,850	363,151	—	—	1,324,652	93.4	%
North Star Mall	Dillard's, JCPenney, Macy's, Saks Fifth Avenue	100	%	San Antonio, TX	516,879	207,196	522,126	—	—	1,246,201	98.2	%
Northridge Fashion Center	JCPenney, Macy's, Sears	100	%	Northridge, CA	582,041	—	824,443	—	—	1,406,484	99.3	%
Northtown Mall	JCPenney, Kohl's, Macy's, Sears	100	%	Spokane, WA	428,383	242,117	242,392	—	—	912,892	92.1	%
Oak View Mall	Dillard's, JCPenney, Sears, Younkers	100	%	Omaha, NE	255,123	149,326	454,860	—	—	859,309	82.9	%
Oakwood Center	Dillard's, JCPenney	100	%	Gretna, LA	393,742	—	514,028	—	—	907,770	96.3	%
Oakwood Mall	Macy's, JCPenney, Sears, Younkers	100	%	Eau Claire, WI	404,149	216,820	198,024	—	—	818,993	95.0	%
Oglethorpe Mall	Belk, JCPenney, Macy's, Sears	100	%	Savannah, GA	407,843	220,824	315,760	—	—	944,427	96.8	%
Oxmoor Center	Macy's, Sears, Von Maur	94	%	Louisville, KY	352,580	156,000	411,210	—	—	919,790	90.4	%

21

PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2017

Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA 1	Retail Percentage Leased
Paramus Park	Macy's, Sears	100	%	Paramus, NJ	305,939	169,634	289,423	—	—	764,996	97.6	%
Park City Center	Bon Ton, Boscov's, JCPenney, Kohl's, Sears	100	%	Lancaster, PA	535,375	514,917	384,980	—	3,268	1,438,540	95.4	%
Park Place	Dillard's, Macy's, Sears	100	%	Tucson, AZ	472,533	—	581,457	—	—	1,053,990	98.6	%
Peachtree Mall	Dillard's, JCPenney, Macy's	100	%	Columbus, GA	380,324	221,539	201,076	—	12,600	815,539	94.5	%
Pecanland Mall	Belk, Burlington Coat Factory, Dillard's, JCPenney, Sears	100	%	Monroe, LA	347,828	19,962	595,474	—	—	963,264	99.6	%
Pembroke Lakes Mall	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears	100	%	Pembroke Pines, FL	354,130	395,219	386,056	—	—	1,135,405	96.2	%
Pioneer Place		100	%	Portland, OR	313,254	—	—	—	—	313,254	88.1	%
Prince Kuhio Plaza	Macy's, Sears	100	%	Hilo, HI	266,491	174,547	61,873	—	—	502,911	93.1	%
Providence Place	Macy's, Nordstrom	94	%	Providence, RI	726,183	36,195	397,125	—	4,304	1,163,807	98.5	%
Quail Springs Mall	Dillard's, JCPenney, Von Maur	100	%	Oklahoma City, OK	450,615	305,700	359,896	—	—	1,116,211	96.4	%
Ridgedale Center	JCPenney, Macy's, Sears, Nordstrom	100	%	Minnetonka, MN	374,966	205,072	595,868	—	—	1,175,906	92.7	%
Riverchase Galleria	Belk, JCPenney, Macy's, Sears, Von Maur	86	%	Hoover, AL	535,300	330,032	610,026	—	—	1,475,358	97.4	%
River Hills Mall	Herberger's, JCPenney, Target	100	%	Mankato, MN	355,665	189,559	174,383	—	—	719,607	97.3	%
Rivertown Crossings	JCPenney, Kohl's, Macy's, Sears, Younkers	100	%	Grandville, MI	623,188	—	635,625	—	—	1,258,813	94.7	%
Sooner Mall	Dillard's, JCPenney, Sears	100	%	Norman, OK	237,303	129,823	137,082	—	—	504,208	96.9	%
Southwest Plaza	Dillard's, JCPenney, Macy's, Sears	100	%	Littleton, CO	702,032	34,545	541,851	—	63,968	1,342,396	92.6	%
Spokane Valley Mall	JCPenney, Macy's, Sears	100	%	Spokane, WA	351,618	126,243	251,366	138,002	—	867,229	91.7	%
Staten Island Mall	Macy's, Sears, JCPenney	100	%	Staten Island, NY	513,127	190,441	466,922	83,151	—	1,253,641	95.0	%
Stonestown Galleria	Nordstrom, Macy's	100	%	San Francisco, CA	408,966	428,293	—	—	—	837,259	98.1	%
The Crossroads	Burlington Coat Factory, JCPenney, Macy's, Sears	100	%	Portage, MI	265,302	—	502,961	—	—	768,263	90.5	%
The Gallery at Harborplace		100	%	Baltimore, MD	99,914	—	—	—	266,107	366,021	84.9	%
The Maine Mall	Bon Ton, JCPenney, Macy's, Sears	100	%	South Portland, ME	463,661	164,170	377,662	—	600	1,006,093	94.4	%

22

PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2017

Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA 1	Retail Percentage Leased
The Mall in Columbia	JCPenney, Lord & Taylor, Macy's, Nordstrom, Sears	100	%	Columbia, MD	619,161	351,168	449,000	—	—	1,419,329	97.3	%
The Oaks Mall	Belk, Dillard's, JCPenney, Macy's, Sears	100	%	Gainesville, FL	348,902	233,367	324,500	—	—	906,769	94.6	%
The Parks Mall at Arlington	Dillard's, JCPenney, Macy's, Sears	100	%	Arlington, TX	762,659	—	748,945	—	—	1,511,604	99.3	%
The Shoppes at Buckland Hills	JCPenney, Macy's, Macy's Men's & Home, Sears	100	%	Manchester, CT	556,279	—	512,611	—	—	1,068,890	95.9	%
The Shops at Fallen Timbers	Dillard's, JCPenney	100	%	Maumee, OH	354,565	—	261,502	—	—	616,067	94.8	%
The Shops at La Cantera	Dillard's, Macy's, Neiman Marcus, Nordstrom	75	%	San Antonio, TX	609,877	—	627,597	—	73,063	1,310,537	97.2	%
The Streets at Southpoint	Belk, JCPenney, Macy's, Nordstrom, Sears	94	%	Durham, NC	607,982	—	726,347	—	—	1,334,329	97.3	%
The Woodlands Mall	Dillard's, JCPenney, Macy's, Nordstrom	100	%	Woodlands, TX	706,534	—	713,438	—	41,581	1,461,553	99.7	%
Town East Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Mesquite, TX	408,185	—	809,386	—	—	1,217,571	96.8	%
Tucson Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Tucson, AZ	611,584	—	641,458	35,905	—	1,288,947	92.2	%
Tysons Galleria	Neiman Marcus, Saks Fifth Avenue, Macy's	100	%	McLean, VA	284,790	259,933	252,000	—	—	796,723	92.5	%
Valley Plaza Mall	JCPenney, Macy's, Sears, Target	100	%	Bakersfield, CA	517,898	364,792	292,176	—	—	1,174,866	99.5	%
Visalia Mall	JCPenney, Macy's	100	%	Visalia, CA	178,470	257,000	—	—	—	435,470	96.3	%
Westlake Center	Saks Off Fifth	100	%	Seattle, WA	133,132	—	—	—	—	133,132	97.0	%
Westroads Mall	JCPenney, Von Maur, Younkers	100	%	Omaha, NE	537,089	—	529,036	—	—	1,066,125	97.7	%
White Marsh Mall	JCPenney, Macy's, Macy's Home Store, Sears, Boscov's	100	%	Baltimore, MD	380,852	257,345	466,010	—	—	1,104,207	96.8	%
Willowbrook	Bloomingdale's, Lord & Taylor, Macy's, Sears	100	%	Wayne, NJ	485,593	2,060	1,028,000	—	—	1,515,653	99.1	%
Woodbridge Center	Boscov's, JCPenney, Lord & Taylor, Macy's, Sears	100	%	Woodbridge, NJ	609,758	455,739	560,935	—	—	1,626,432	93.8	%
Total Consolidated Retail Properties				Count: 84	36,972,822	12,567,108	32,892,279	1,150,716	854,215	84,437,140	95.6	%

23

PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2017

Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA 1	Retail Percentage Leased
Unconsolidated Retail Properties
85 Fifth Avenue	Anthropologie	50	%	New York, NY	12,946	—	—	—	—	12,946	100.0	%
530 Fifth Avenue	Fossil, Chase Bank, Duane Reade	51	%	New York, NY	35,263	—	—	—	—	35,263	100.0	%
685 Fifth Avenue	Coach, Stuart Weitzman, Tag Heuer	50	%	New York, NY	22,679	—	—	—	85,615	108,294	100.0	%
730 Fifth Avenue	Bulgari, Mikimoto, Piaget, Zenga	50	%	New York, NY	34,066	—	—	—	32,672	66,738	100.0	%
Ala Moana Center	Macy's, Neiman Marcus, Saks Off Fifth, Bloomingdale's, Nordstrom	63	%	Honolulu, HI	1,263,926	1,055,533	—	14,042	361,714	2,695,215	89.5	%
Alderwood	JCPenney, Macy's, Nordstrom	50	%	Lynnwood, WA	578,411	—	528,219	39,007	—	1,145,637	98.3	%
Altamonte Mall	Dillard's, JCPenney, Macy's, Sears	50	%	Altamonte Springs, FL	468,731	158,658	519,890	—	—	1,147,279	97.0	%
Bayside Marketplace		12	%	Miami, FL	206,787	—	—	—	1,103	207,890	92.0	%
Bridgewater Commons	Bloomingdale's, Lord & Taylor, Macy's	35	%	Bridgewater, NJ	413,376	150,525	352,351	93,908	—	1,010,160	97.3	%
Carolina Place	Belk, Dillard's, JCPenney, Sears	50	%	Pineville, NC	388,058	424,596	348,906	—	—	1,161,560	98.2	%
Christiana Mall	JCPenney, Macy's, Nordstrom, Target	50	%	Newark, DE	625,511	—	641,312	—	—	1,266,823	98.7	%
Clackamas Town Center	JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears	50	%	Happy Valley, OR	631,373	—	774,842	—	—	1,406,215	96.9	%
Fashion Show	Dillard's, Macy's, Macy's Men's, Neiman Marcus, Nordstrom, Saks Fifth Avenue	50	%	Las Vegas, NV	845,084	271,635	761,653	—	—	1,878,372	98.1	%
First Colony Mall	Dillard's, Dillard's Men's & Home, JCPenney, Macy's	50	%	Sugar Land, TX	554,452	—	619,048	—	—	1,173,500	96.8	%
Florence Mall	JCPenney, Macy's, Macy's Home Store, Sears	50	%	Florence, KY	384,386	—	552,407	—	—	936,793	88.3	%
Galleria at Tyler	JCPenney, Macy's, Nordstrom	50	%	Riverside, CA	553,533	—	468,208	—	—	1,021,741	98.4	%
Glendale Galleria	Bloomingdale's, JCPenney, Macy's, Target	50	%	Glendale, CA	506,440	305,000	525,000	—	137,586	1,474,026	96.6	%
Kenwood Towne Centre	Dillard's, Macy's, Nordstrom	50	%	Cincinnati, OH	519,334	240,656	400,665	—	—	1,160,655	96.3	%
Miami Design District	Bulgari, Fendi, Hermes, Louis Vuitton, Prada, Valentino	22	%	Miami, FL	692,712	—	—	—	75,837	768,549	87.8	%
Mizner Park	Lord & Taylor	47	%	Boca Raton, FL	170,867	79,822	—	—	263,986	514,675	97.9	%

24

PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2017

Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA 1	Retail Percentage Leased
Natick Mall	Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom	50	%	Natick, MA	936,599	194,722	558,370	—	—	1,689,691	97.6	%
Northbrook Court	Lord & Taylor, Macy's, Neiman Marcus	50	%	Northbrook, IL	477,572	126,000	410,277	—	—	1,013,849	92.3	%
Oakbrook Center	Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears	48	%	Oak Brook, IL	1,141,583	606,081	467,863	—	231,869	2,447,396	98.2	%
Otay Ranch Town Center	Macy's	50	%	Chula Vista, CA	519,277	—	140,000	—	—	659,277	90.6	%
Park Meadows	Dillard's, JCPenney, Macy's, Nordstrom	35	%	Lone Tree, CO	757,438	—	823,000	—	—	1,580,438	96.8	%
Perimeter Mall	Dillard's, Macy's, Nordstrom, Von Maur	50	%	Atlanta, GA	502,625	222,056	831,218	—	—	1,555,899	97.1	%
Pinnacle Hills Promenade	Dillard's, JCPenney	50	%	Rogers, AR	348,413	98,540	162,140	317,458	71,850	998,401	94.1	%
Plaza Frontenac	Neiman Marcus, Saks Fifth Avenue	55	%	St. Louis, MO	224,361	125,669	135,044	—	—	485,074	95.4	%
Saint Louis Galleria	Dillard's, Macy's, Nordstrom	74	%	St. Louis, MO	461,712	—	714,052	—	—	1,175,764	96.4	%
Stonebriar Centre	Dillard's, JCPenney, Macy's, Nordstrom, Sears	50	%	Frisco, TX	841,258	162,018	703,174	—	—	1,706,450	99.7	%
The Grand Canal Shoppes	Barneys New York	50	%	Las Vegas, NV	647,933	84,743	—	—	36,591	769,267	99.0	%
The Shops at The Bravern	Neiman Marcus	40	%	Bellevue, WA	170,721	124,637	—	—	—	295,358	86.9	%
The Shoppes at River Crossing	Belk, Dillard's	50	%	Macon, GA	410,405	—	333,219	—	—	743,624	98.6	%
Towson Town Center	Macy's, Nordstrom	35	%	Towson, MD	604,130	—	419,129	—	—	1,023,259	95.0	%
One Union Square	Bulgari	50	%	San Francisco, CA	22,208	—	—	—	19,507	41,715	100.0	%
Shops at Merrick Park	Neiman Marcus, Nordstrom	55	%	Coral Gables, FL	414,891	—	330,000	—	101,263	846,154	98.7	%
Water Tower Place	Macy's	47	%	Chicago, IL	405,075	296,128	—	—	88,809	790,012	91.0	%
Whaler's Village		50	%	Lahaina, HI	109,070	—	—	—	4,188	113,258	93.9	%
Willowbrook Mall	Dillard's, JCPenney, Macy's, Macy's Men's, Sears	50	%	Houston, TX	538,428	—	984,372	—	—	1,522,800	98.3	%
Total Unconsolidated Retail Properties				Count: 39	18,441,634	4,727,019	13,504,359	464,415	1,512,590	38,650,017	95.8	%
Total Same Store Retail Properties 2				Count: 123	55,414,456	17,294,127	46,396,638	1,615,131	2,366,805	123,087,156	95.7	%

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PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2017

Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA 1	Retail Percentage Leased
Non-Same Store Retail Properties
218 W 57th Street		50	%	New York, NY	35,304	—	—	—	—	35,304	N/A
605 North Michigan Avenue	Sephora, Chase	100	%	Chicago, IL	82,526	—	—	—	—	82,526	83.3	%
522 Fifth Avenue		10	%	New York, NY	9,893	—	—	—	—	9,893	N/A
Total Retail Properties				Count: 126	55,542,179	17,294,127	46,396,638	1,615,131	2,366,805	123,214,879	95.6	%
Non-Same Store Other Retail
Shopping Leblon		35	%	Rio de Janeiro, Brazil	256,045	—	—	—	—	256,045	99.5	%
Total Non-Same Store & Other Retail				Count: 1	256,045	—	—	—	—	256,045	99.5	%

1. Excludes space under development.

2. Refer to page 17 (Key Operating Performance Indicators).

26

Miscellaneous

MISCELLANEOUS Capital Information (In thousands, except per share amounts)

	June 30, 2017
Closing common stock price per share	$	23.56
52 Week High 1	32.10
52 Week Low 1	21.05
Portfolio Net Debt, At Share
Portfolio Debt
Fixed	$	14,590,411
Variable	3,907,163
Proportionate Portfolio Debt	18,497,574
Less: Proportionate Cash and Cash Equivalents	(465,920		)
Proportionate Portfolio Net Debt	$	18,031,654
Portfolio Capitalization Data
Proportionate Portfolio Net Debt	$	18,031,654
Preferred Securities:
Convertible Preferred Units at 6.50%	26,637
Convertible Preferred Units at 7.00%	25,133
Convertible Preferred Units at 8.50%	715
Preferred Stock at 6.375%	250,000
Other Preferred Stock	360
Total Preferred Securities	$	302,845
Common stock and Operating Partnership units outstanding at end of period 2	$	21,021,457
Total Market Capitalization at end of period	$	39,355,956

1. 52-week pricing information includes the intra-day highs and lows.

2. Amount calculated as outstanding shares at the end of the period multiplied by the closing share price plus outstanding partnership units multiplied by a conversion rate of approximately 1.04 multiplied by the closing share price.

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MISCELLANEOUS Change in Total Common and Equivalent Shares

Rollforward of Shares to June 30, 2017	LTIP Units	Operating Partnership Units	Company Common Shares		Total Common Shares & Operating Partnership Units
			(In thousands)
Common Shares and Operating Partnership Units ("OP Units") Outstanding at December 31, 2016	1,707	4,569	884,098		890,374
Preferred Series B Unit Conversion to Common Shares	—	3,485	—		3,485
DRIP	—	—	29		29
Issuance of stock for restricted stock grants, net of forfeitures and stock options exercised	90	—	1,145		1,235
Issuance of stock for employee stock purchase program	—	—	103		103
Retirement of common stock	—	—	(3,366	)	(3,366	)
Common Shares and OP Units Outstanding at June 30, 2017	1,797	8,054	882,009		891,860
Common Shares issuable assuming exercise of warrants 1			60,606
Common Shares issuable assuming exercise of in-the-money stock options 2			3,620
Common Shares issuable assuming exchange of OP Units			10,243
Diluted Common Shares and OP Units Outstanding at June 30, 2017			956,478

	Three Months Ended		Six Months Ended
	June 30, 2017	June 30, 2016	June 30, 2017	June 30, 2016
	(In thousands)		(In thousands)
Weighted average number of company shares outstanding	882,255	883,381	883,374	883,027
Weighted average number of stock options 3	3,395	6,778	3,756	6,697
Weighted average number of GAAP dilutive warrants	59,675	62,131	60,282	61,505
Diluted weighted average number of Company shares outstanding - GAAP EPS	945,325	952,290	947,412	951,229
Weighted average number of common units	4,809	4,768	4,780	4,768
Weighted average number of LTIP Units	1,879	1,775	1,885	1,758
Diluted weighted average number of Company shares outstanding - FFO/Company FFO	952,013	958,833	954,077	957,755

1. GGP has 73.9 million warrants outstanding convertible to 1.2738 Common Shares with a weighted average exercise price of $8.3972, with a scheduled expiration of November 9, 2017. 16.4 million warrants must be satisfied through net share settlement, with the remainder through either a net or full share settlement feature at the option of the holder.

Pursuant to the Plan, warrants to purchase equity were issued to the Plan Sponsors on the Effective Date.  The warrants are fully vested and the exercise prices will be subject to adjustment for future dividends, stock dividends, splits or reverse splits of our common stock or certain other events as are customary with such instruments at declaration.

Warrants	Weighted Average Exercise Price	Expiration Date	Impact of Dividend issued to stockholders of record as of April 13, 2017 4		Impact of settling warrants via net share settlement 5
57,500,000	$8.4408	Nov 9, 2017	Reduces exercise price to $8.4408	Increases number of Common shares  per warrant to 1.2738	Net share: 73,243,500 x [23.56 - 8.4408] /23.56 = 47,002,679 shares delivered
16,428,571	$8.2447	Nov 9, 2017	Reduces exercise price to $8.2447	Increases number of Common shares  per warrant to 1.2738	Net share: 20,926,714 x [23.56 - 8.2447] /23.56 =  13,603,519 shares delivered
73,928,571	$8.3972				60,606,198 shares delivered

2. The options are included at net share settlement.

3. The impact of the stock options are dilutive under GAAP and FFO in 2017 and 2016.

4. Based on dividend of $0.22 per share issued to stockholders of record on April 13, 2017.

5. Based on stock price of $23.56 on June 30, 2017.

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MISCELLANEOUS Development Summary

Property	Description	GGP's Total Projected Share of Cost		GGP's Investment to Date1		Expected Return on Investment2	Stabilized Year
Major Development Summary (in millions, at share unless otherwise noted)
Under Construction
New Mall Development	Ground up mall development	$	525	$	63	8-9%	2020
Norwalk, CT
Staten Island Mall	Expansion	231		61		8%	2019
Staten Island, NY
Other Projects	Redevelopment projects at various properties	531		332		6-8%	2017-2018
	Total Projects Under Construction	$	1,287	$	456
Projects in Pipeline
Other projects	Redevelopment projects at various properties	$	230	$	64	8-9%	TBD
	Total Projects in Pipeline	$	230	$	64

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

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

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MISCELLANEOUS Proportionate Capital Expenditures

Expenditures ($ in thousands)
	Six Months Ended		Six Months Ended
	June 30, 2017		June 30, 2016
Operating capital expenditures 1	$	74,880	$	68,550
Tenant allowances and capitalized leasing costs 2	91,366		70,157
Total	$	166,246	$	138,707

1. Reflects only non-tenant operating capital expenditures.

2. Reflects tenant allowance on current operating properties.

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MISCELLANEOUS Corporate Information

Stock Information

Common Stock

NYSE: GGP

6.375% Series A Cumulative Redeemable Perpetual Preferred Stock (Series A Preferred Stock)

NYSE: GGP PrA

Security	Quarter	Declaration Date	Record Date	Date Payable or Paid	Dividend per Share
Common Stock	Q3 2017	August 2, 2017	October 13, 2017	October 31, 2017	$0.2200
Common Stock	Q2 2017	May 1, 2017	July 13, 2017	July 28, 2017	$0.2200
Common Stock	Q1 2017	January 30, 2017	April 13, 2017	April 28, 2017	$0.2200
Common Stock	Special Dividend	December 13, 2016	December 27, 2016	January 27, 2017	$0.2600
Common Stock	Q4 2016	October 31, 2016	December 15, 2016	January 6, 2017	$0.2200
Common Stock	Q3 2016	August 1, 2016	October 14, 2016	October 31, 2016	$0.2000
Series A Preferred Stock	Q3 2017	August 2, 2017	September 15, 2017	October 2, 2017	$0.3984
Series A Preferred Stock	Q2 2017	May 1, 2017	June 15, 2017	July 3, 2017	$0.3984
Series A Preferred Stock	Q1 2017	January 30, 2017	March 15, 2017	April 3, 2017	$0.3984
Series A Preferred Stock	Q4 2016	October 31, 2016	December 15, 2016	January 3, 2017	$0.3984
Series A Preferred Stock	Q3 2016	August 1, 2016	September 15, 2016	October 3, 2016	$0.3984

Investor Relations	Transfer Agent
Kevin Berry	American Stock Transfer & Trust Company, LLC
Senior Vice President, Investor and Public Relations	6201 15th Avenue
Phone (312) 960-5529	Brooklyn, NY 11219
kevin.berry@ggp.com	Phone: (866) 627-2643
	Foreign Investor Line:
	+1 718 921-8124

31

MISCELLANEOUS Glossary of Terms

Terms	Description
Gross Leasable Area (GLA)	Total gross leasable space at 100%.
Mall and Freestanding	Inline mall shop and outparcel retail locations (locations that are not attached to the primary complex of buildings that comprise a shopping center). Excludes anchor stores and development space.
Anchor/Traditional Anchor	Department stores whose merchandise appeals to a broad range of shoppers.  Anchors either own their stores, the land under them and adjacent parking areas, or enter into long-term leases at rates that are generally lower than the rents charged to mall store tenants.
Strip Center	An attached row of stores or service outlets managed as a coherent retail entity, with on-site parking usually located in front of the stores. Open canopies may connect the storefronts, but a strip center does not have enclosed walkways linking the stores.
Office	Leasable office space, either peripheral to a retail center or a stand-alone office building without a retail component.
Specialty Leasing	Temporary tenants on license agreements (as opposed to leases) with terms in excess of twelve months. License agreements are cancellable by the Company with 60 days notice.
Company Same Store NOI	Company NOI that excludes the periodic effects of full or partial acquisitions of properties, reductions in ownership as a result of sales or other transactions, and certain redevelopments and other properties. We do not include an acquired property in our Company Same Store NOI until the operating results for that property have been included in our consolidated results for one full calendar year. Properties that we sell are excluded from Company Same Store NOI once the transaction has closed.
Company Non-Same Store NOI	Includes the periodic effects of full or partial acquisitions of properties and certain redevelopments and other properties. See Property Schedule for full list of Non-Same Store properties.
Company NOI	Company Same Store NOI plus Company Non-Same Store NOI. Excludes full or partial reductions in ownership as a result of sales or other transactions.
Company EBITDA	Company NOI plus management fees and other corporate revenues, property management and other costs and general and administrative expense. Excludes reductions in ownership as a result of sales or other transactions.
Sold Interests	Full or partial reductions in ownership as a result of sales or other transactions, excluded from Company NOI and Company EBITDA, included in Company FFO.

Operating Metrics	Description
Leased	Leased area represents the sum of: (1) tenant occupied space under lease, (2) all leases signed for currently vacant space, and (3) tenants no longer occupying space, but still paying rent for all inline mall shop and outparcel retail locations, excluding anchors (Leased Area). Leased percentage is the Leased Area over the Mall and Freestanding Area.
Occupied	Occupied area represents the sum of: (1) tenant occupied space under lease, (2) tenants no longer occupying space, but still paying rent, and (3) tenants with a signed lease paying rent, but not yet opened for all inline mall shop and outparcel retail locations, excluding anchors (Occupied Area). Occupied percentage is the Occupied Area over the Mall and Freestanding Area.
<10K Sales PSF	Comparative rolling twelve month sales.
Tenant Sales	Comparative rolling twelve month sales.
Occupancy Cost	Ratio of total tenant charges to comparative sales for inline mall tenants that opened at less than 10,000 square feet.
In-Place Rent	Weighted average rental rate of mall stores as of a point in time. Rent is presented on a cash basis and consists of base minimum rent and common area costs.
Expiring Rent	Represents rent at the end of the lease consisting of base minimum rent and common area costs.
Initial Rent	Represents initial rent at the time of rent commencement consisting of base minimum rent and common area costs.
Average Rent	Represents average rent over the term consisting of base minimum rent and common area costs.
Initial Rent Spread	Dollar spread between Initial Rent and Expiring Rent.
Average Rent Spread	Dollar spread between Average Rent and Expiring Rent.

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