Current Report Filing (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)

April 27, 2015

General Growth Properties, 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))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 27, 2015, General Growth Properties, Inc. (“GGP”) issued a press release describing its results of operations for the three months ended March 31, 2015. A copy of the press release is being furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, 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 April 27, 2015, General Growth Properties, 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 months ended March 31, 2015. A copy of such supplemental financial information is being furnished as Exhibit 99.2 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No. Description


99.1	Press release titled “GGP Reports First Quarter 2015 Results” dated April 27, 2015 (furnished herewith).


99.2	Certain GGP supplemental financial information regarding its operations for the three months ended March 31, 2015 (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.

GENERAL GROWTH PROPERTIES, INC.

/s/ Michael Berman

Michael Berman

Chief Financial Officer

Date: April 27, 2015

EXHIBIT INDEX



Exhibit Number	Name
99.1	Press release titled “GGP Reports First Quarter 2015 Results” dated April 27, 2015 (furnished herewith).
99.2	Certain GGP supplemental financial information regarding its operations for the three months ended March 31, 2015 (furnished herewith).

GGP REPORTS FIRST QUARTER 2015 RESULTS

Same Store NOI Increased 3.3%; Company EBITDA Increased 4.2%

Company FFO per Share Increased 4.9%

Chicago, Illinois, April 27, 2015 - General Growth Properties, Inc. (the “Company” or “GGP”) (NYSE: GGP) today reported results for the three months ended March 31, 2015.

Financial Results

For the Three Months Ended March 31, 2015

Comparable net operating income (“Same Store NOI”) increased 3.3% to $543 million from $525 million in the prior year period.

Company earnings before interest, taxes, depreciation and amortization (“Company EBITDA”) increased 4.2% to $502 million from $482 million in the prior year period.

Company funds from operations (“Company FFO”) per share increased 4.9% to $0.32 per diluted share from $0.31 per diluted share in the prior year period. Company FFO increased 5.8% to $309 million from $292 million in the prior year period.

Net income attributable to common stockholders, which is impacted primarily by depreciation expense and gain from change in control of investment properties, was $631 million, or $0.66 per diluted share, as compared to net income of $124 million, or $0.13 per diluted share, in the prior year period.

Operational Highlights


•	Same Store leased percentage was 95.8% at quarter end.


•	Initial rental rates for executed leases commencing in 2015 on a suite-to-suite basis increased 8.7%, or $5.01 per square foot, to $62.64 per square foot when compared to the rental rate for expiring leases.


•	Tenant sales (all less anchors) increased 3.4% to $20.4 billion on a trailing 12-month basis. Tenant sales (<10,000 square feet) increased 4.3% to $590 per square foot on a trailing 12-month basis.


•	Tenant sales (all less anchors) increased 4.1% and tenant sales (<10,000 square feet) increased 3.0% per square foot during the first quarter.

Investment Activities

On February 27, 2015, GGP sold a 25% interest in Ala Moana Center in Honolulu, Hawaii for net proceeds of $907 million. GGP received $670 million at closing and the remaining $237 million will be paid in late 2016 after substantial completion of the redevelopment.

On April 10, 2015, GGP sold an additional 12.5% interest in Ala Moana Center for net proceeds of $454 million. GGP received $335 million at closing and the remaining $119 million will be paid in late 2016 after substantial completion of the redevelopment.

On March 31, 2015, GGP acquired a 50% interest in a joint venture with Sears Holdings Corporation to own, redevelop, lease, and manage 12 Sears locations. The total purchase price was approximately $165 million.

On April 1, 2015, GGP acquired a 50% interest in a joint venture with Jeff Sutton to own 85 Fifth Avenue in New York City. The total purchase price was $88 million which was funded with $60 million of secured debt. GGP’s share of the equity is $14 million.

On April 17, 2015, GGP acquired the Crown Building located at 730 Fifth Avenue in New York City for approximately $1.775 billion which was funded with $1.25 billion of secured debt. GGP’s share of the equity is $205 million. GGP and Jeff Sutton will own, redevelop, lease and manage the retail portion of the property. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower. The office tower will be redeveloped into luxury residential condominiums.

On April 27, 2015, GGP sold the office portion of 200 Lafayette in New York City for gross purchase price of approximately $125 million.

Development

The Company has development and redevelopment activities totaling approximately $2.1 billion at share, of which projects totaling approximately $0.4 billion have opened and $1 billion is under construction.

Financing Activities

Property-Level Debt

During the three months ended March 31, 2015, the Company obtained $220 million of new fixed rate debt with a term to maturity of 10.0 years and an interest rate of 3.94%.

In addition, the Company repaid $527 million of fixed rate debt. The debt had a weighted-average remaining term-to-maturity of 1.6 years, and a weighted-average interest rate of 5.2%.

The Company also obtained a $126 million ($67 million at share) construction loan at Baybrook Mall with an interest rate of LIBOR + 2.00% due in 2020.

Dividends

On February 19, 2015, the Company’s Board of Directors declared a first quarter common stock dividend of $0.17 per share payable on April 30, 2015, to stockholders of record on April 15, 2015, representing an increase of $0.02 per share or 13% growth over the dividend declared in first quarter 2014.

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 April 1, 2015, to stockholders of record on March 16, 2015.

Guidance

Company FFO for the year ending December 31, 2015 is expected to be $1.40 to $1.46 per diluted share. Company FFO for the second quarter 2015 is expected to be $0.31 to $0.33 per diluted share. The following table provides a reconciliation of the range of estimated diluted net income attributable to GGP per share to estimated FFO per diluted share and Company FFO per diluted share.



	For the year ending December 31, 2015						For the three months ending June 30, 2015
	Low			High			Low			High

Company FFO per diluted share	$	1.40		$	1.46		$	0.31		$	0.33
Adjustments (1)	(0.09		)	(0.09		)	(0.01)			(0.01)
FFO	1.31			1.37			0.30			0.32
Depreciation, including share of joint ventures	(0.86		)	(0.86		)	(0.20		)	(0.20		)
Gains on sale of investments and other (2)	0.93			0.93			0.31			0.31
Net income attributable to common stockholders	1.38			1.44			0.41			0.43
Preferred stock dividends	0.02			0.02			0.00			0.00
Net income attributable to GGP	$	1.40		$	1.46		$	0.41		$	0.43


(1)	Includes impact of straight-line rent, above/below market rent, ground rent amortization, debt market rate adjustments and other non-cash or non-comparable items.


(2)	Includes the gains from the sales of 25% and 12.5% interests in Ala Moana Center.

The guidance estimate reflects management’s view of current and future market conditions, including assumptions with respect to Same Store NOI 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 possible future gains or losses, or the impact on operating results from other possible future property acquisitions or dispositions. 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 do not include 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 Tuesday, April 28, 2015, 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 5240481.

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.

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

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.ggp.com from time to time.

General Growth Properties, Inc.

General Growth Properties, 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

VP Investor Relations

(312) 960-5529

kevin.berry@ggp.com

Non-GAAP Supplemental Financial Measures and Definitions

Net Operating Income (“NOI”) and Company NOI

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

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

Funds From Operations (“FFO”) and Company FFO

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

The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry. FFO facilitates an understanding of the operating performance of the Company’s properties between periods because it does not give effect to real estate depreciation and amortization since these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that FFO provides investors with a clearer view of the Company’s operating performance.

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

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

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



FINANCIAL STATEMENTS

Consolidated Statements of Operations (In thousands, except per share)

	Three Months Ended
	March 31, 2015			March 31, 2014

Revenues:
Minimum rents	$	374,112		$	389,252
Tenant recoveries	177,482			181,466
Overage rents	8,815			9,821
Management fees and other corporate revenues	19,086			16,687
Other	14,648			25,659
Total revenues	594,143			622,885
Expenses:
Real estate taxes	55,987			56,916
Property maintenance costs	19,881			21,424
Marketing	4,708			5,804
Other property operating costs	76,296			85,666
Provision for doubtful accounts	3,271			2,142
Property management and other costs	42,793			44,950
General and administrative	12,446			11,599
Depreciation and amortization	175,948			171,478
Total expenses	391,330			399,979
Operating income	202,813			222,906
Interest and dividend income	8,821			6,409
Interest expense	(172,651		)	(179,046		)
(Loss) Gain on Foreign Currency	(22,910		)	5,182
Gain from change in control of investment properties	591,245			—
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations, and allocation to noncontrolling interests	607,318			55,451
Benefit from (provision for) income taxes	11,159			(3,692		)
Equity in income of Unconsolidated Real Estate Affiliates	23,273			7,157
Income from continuing operations	641,750			58,916
Discontinued operations	—			72,972
Net income	641,750			131,888
Allocation to noncontrolling interests	(7,019		)	(3,852		)
Net income attributable to GGP	634,731			128,036
Preferred stock dividends	(3,984		)	(3,984		)
Net income attributable to common stockholders	$	630,747		$	124,052
Basic Income Per Share:
Continuing operations	$	0.71		$	0.06
Discontinued operations	—			0.08
Total basic income per share	$	0.71		$	0.14
Diluted Income Per Share:
Continuing operations	$	0.66		$	0.06
Discontinued operations	—			0.07
Total diluted income per share	$	0.66		$	0.13



FINANCIAL STATEMENTS

Consolidated Balance Sheets (In thousands)

	March 31, 2015			December 31, 2014
Assets:
Investment in real estate:
Land	$	3,639,735		$	4,244,607
Buildings and equipment	16,208,711			18,028,844
Less accumulated depreciation	(2,140,032		)	(2,280,845		)
Construction in progress	331,604			703,859
Net property and equipment	18,040,018			20,696,465
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,474,620			2,604,762
Net investment in real estate	21,514,638			23,301,227
Cash and cash equivalents	173,273			372,471
Accounts and notes receivable, net	624,153			663,768
Deferred expenses, net	173,909			184,491
Prepaid expenses and other assets	846,965			813,777
Assets held for disposition	94,730			—
Total assets	$	23,427,668		$	25,335,734
Liabilities:
Mortgages, notes and loans payable	$	13,763,034		$	15,998,289
Investment in and loans to/from Unconsolidated Real Estate Affiliates	36,108			35,598
Accounts payable and accrued expenses	715,313			934,897
Dividend payable	157,968			154,694
Deferred tax liabilities	8,588			21,240
Junior Subordinated Notes	206,200			206,200
Liabilities held for disposition	67,000			—
Total liabilities	14,954,211			17,350,918
Redeemable noncontrolling interests:
Preferred	168,736			164,031
Common	141,679			135,265
Total redeemable noncontrolling interests	310,415			299,296
Equity:
Preferred stock	242,042			242,042
Stockholders' equity	7,838,568			7,363,877
Noncontrolling interests in consolidated real estate affiliates	78,695			79,601
Noncontrolling interests related to Long-Term Incentive Plan Common Units	3,737			—
Total equity	8,163,042			7,685,520
Total liabilities, redeemable noncontrolling interests and equity	$	23,427,668		$	25,335,734



PROPORTIONATE FINANCIAL STATEMENTS



Company NOI, EBITDA and FFO For the Three Months Ended March 31, 2015 and 2014 (In thousands)
	Three Months Ended March 31, 2015																					Three Months Ended March 31, 2014
	Consolidated Properties			Noncontrolling Interests			Unconsolidated Properties			Sold Interests			Proportionate			Adjustments			Company			Consolidated Properties			Noncontrolling Interests			Unconsolidated Properties			Sold Interests			Proportionate			Adjustments			Company
Property revenues:
Minimum rents	$	374,112		$	(4,090	)	$	108,707		$	(5,198	)	$	473,531		$	18,982		$	492,513		$	389,252		$	(3,571	)	$	87,640		$	(11,338	)	$	461,983		$	14,921		$	476,904
Tenant recoveries	177,482			(1,680		)	49,552			(2,495		)	222,859			—			222,859			181,466			(1,301		)	42,420			(5,160		)	217,425			—			217,425
Overage rents	8,815			(61		)	3,004			(271		)	11,487			—			11,487			9,821			(69		)	2,254			(718		)	11,288			—			11,288
Other revenue	14,648			(249		)	5,862			(191		)	20,070			—			20,070			25,659			(94		)	3,208			(1,238		)	27,535			—			27,535
Total property revenues	575,057			(6,080		)	167,125			(8,155		)	727,947			18,982			746,929			606,198			(5,035		)	135,522			(18,454		)	718,231			14,921			733,152
Property operating expenses:
Real estate taxes	55,987			(723		)	13,381			(452		)	68,193			(1,490		)	66,703			56,916			(556		)	13,536			(1,039		)	68,857			(1,490		)	67,367
Property maintenance costs	19,881			(124		)	6,119			(146		)	25,730			—			25,730			21,424			(101		)	5,530			(554		)	26,299			—			26,299
Marketing	4,708			(42		)	2,045			(184		)	6,527			—			6,527			5,804			(57		)	1,750			(356		)	7,141			—			7,141
Other property operating costs	76,296			(756		)	23,554			(850		)	98,244			(1,023		)	97,221			85,666			(521		)	20,477			(3,147		)	102,475			(1,028		)	101,447
Provision for doubtful accounts	3,271			(24		)	1,552			(28		)	4,771			—			4,771			2,142			1			440			(104		)	2,479			—			2,479
Total property operating expenses	160,143			(1,669		)	46,651			(1,660		)	203,465			(2,513		)	200,952			171,952			(1,234		)	41,733			(5,200		)	207,251			(2,518		)	204,733
NOI	$	414,914		$	(4,411	)	$	120,474		$	(6,495	)	$	524,482		$	21,495		$	545,977		$	434,246		$	(3,801	)	$	93,789		$	(13,254	)	$	510,980		$	17,439		$	528,419
Management fees and other corporate revenues	19,086			—			—			—			19,086			—			19,086			16,687			—			—			—			16,687			—			16,687
Property management and other costs	(42,793		)	183			(7,587		)	23			(50,174		)	—			(50,174		)	(44,950		)	164			(6,994		)	54			(51,726		)	—			(51,726		)
General and administrative	(12,446		)	—			(515		)	—			(12,961		)	—			(12,961		)	(11,599		)	2			(203		)	—			(11,800		)	—			(11,800		)
EBITDA	$	378,761		$	(4,228	)	$	112,372		$	(6,472	)	$	480,433		$	21,495		$	501,928		$	394,384		$	(3,635	)	$	86,592		$	(13,200	)	$	464,141		$	17,439		$	481,580
Depreciation on non-income producing assets	(2,682		)	—			—			—			(2,682		)	—			(2,682		)	(2,727		)	—			—			—			(2,727		)	—			(2,727		)
Interest and dividend income	8,821			387			707			—			9,915			(205		)	9,710			6,409			—			546			—			6,955			—			6,955
Preferred unit distributions	(2,232		)	—			—			—			(2,232		)	—			(2,232		)	(2,232		)	—			—			—			(2,232		)	—			(2,232		)
Preferred stock dividends	(3,984		)	—			—			—			(3,984		)	—			(3,984		)	(3,984		)	—			—			—			(3,984		)	—			(3,984		)
Interest expense:													—																					—
Mark-to-market adjustments on debt	187			(101		)	382			(4		)	464			(464		)	—			(1,523		)	(96		)	370			(15		)	(1,264		)	1,264			—
Write-off of mark-to-market adjustments on extinguished debt	(14,872		)	—			—			—			(14,872		)	14,872			—			(7,380		)	—			—			—			(7,380		)	7,380			—
Interest on existing debt	(157,967		)	1,459			(45,516		)	2,283			(199,741		)	—			(199,741		)	(170,143		)	1,107			(35,427		)	3,601			(200,862		)	—			(200,862		)
(Loss) gain on foreign currency	(22,910		)	—			—			—			(22,910		)	22,910			—			5,182			—			—			—			5,182			(5,182		)	—
Benefit from (provision for) income taxes	11,159			20			(102		)	—			11,077			(9,061		)	2,016			(3,692		)	18			(94		)	—			(3,768		)	2,050			(1,718		)
FFO from sold interests	—			—			—			4,193			4,193			130			4,323			71,300			—			207			9,614			81,121			(65,714		)	15,407
	194,281			(2,463		)	67,843			—			259,661			49,677			309,338			285,594			(2,606		)	52,194			—			335,182			(42,763		)	292,419
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests	65,380			2,463			(67,843		)	—			—			—			—			49,588			2,606			(52,194		)	—			—			—			—
FFO	$	259,661		$	—		$	—		$	—		$	259,661		$	49,677		$	309,338		$	335,182		$	—		$	—		$	—		$	335,182		$	(42,763	)	$	292,419

Company FFO per diluted share																			$	0.32																				$	0.31



PROPORTIONATE FINANCIAL STATEMENTS



Reconciliation of Non-GAAP to GAAP Financial Measures (In thousands)
	Three Months Ended
	March 31, 2015			March 31, 2014


Reconciliation of Company NOI to GAAP Operating Income
Company NOI	$	545,977		$	528,419
Adjustments for minimum rents, real estate taxes and other property operating costs	(21,495		)	(17,439		)
Proportionate NOI	524,482			510,980
Unconsolidated Properties	(120,474		)	(93,789		)
NOI of sold interests	6,495			13,254
Noncontrolling interest in NOI Consolidated Properties	4,411			3,801
Consolidated Properties	414,914			434,246
Management fees and other corporate revenues	19,086			16,687
Property management and other costs	(42,793		)	(44,950		)
General and administrative	(12,446		)	(11,599		)
Depreciation and amortization	(175,948		)	(171,478		)
Operating income	$	202,813		$	222,906

Reconciliation of Company EBITDA to GAAP Net Income Attributable to GGP
Company EBITDA	$	501,928		$	481,580
Adjustments for minimum rents, real estate taxes, other property operating costs, and general and administrative	(21,495		)	(17,439		)
Proportionate EBITDA	480,433			464,141
Unconsolidated Properties	(112,372		)	(86,592		)
EBITDA of sold interests	6,472			13,200
Noncontrolling interest in EBITDA of Consolidated Properties	4,228			3,635
Consolidated Properties	378,761			394,384
Depreciation and amortization	(175,948		)	(171,478		)
Interest income	8,821			6,409
Interest expense	(172,651		)	(179,046		)
(Loss) gain on foreign currency	(22,910		)	5,182
Benefit from (provision for) income taxes	11,159			(3,692		)
Equity in income of Unconsolidated Real Estate Affiliates	23,273			7,157
Discontinued operations	—			72,972
Gains from changes in control of investment properties	591,245			—
Allocation to noncontrolling interests	(7,019		)	(3,852		)
Net income attributable to GGP	$	634,731		$	128,036

Reconciliation of Company FFO to GAAP Net Income Attributable to GGP
Company FFO	$	309,338		$	292,419
Adjustments for minimum rents, property operating expenses, general and administrative, market rate adjustments, debt extinguishment, income taxes and FFO from discontinued operations	(49,677		)	42,763
Proportionate FFO	259,661			335,182
Depreciation and amortization of capitalized real estate costs	(229,869		)	(215,317		)
Gain from change in control of investment properties	591,245			—
Preferred stock dividends	3,984			3,984
Gains on sales of investment properties	12,021			6,299
Noncontrolling interests in depreciation of Consolidated Properties	2,035			1,662
Redeemable noncontrolling interests	(4,346		)	(664		)
Depreciation and amortization of discontinued operations	—			(3,110		)
Net income attributable to GGP	$	634,731		$	128,036

Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates
Equity in Unconsolidated Properties:
NOI	$	120,474		$	93,789
Net property management fees and costs	(7,587		)	(6,994		)
General and administrative and provisions for impairment	(515		)	(203		)
EBITDA	112,372			86,592
Net interest expense	(44,427		)	(34,511		)
Provision for income taxes	(102		)	(94		)
FFO of sold interests of Unconsolidated Properties	—			207
FFO of Unconsolidated Properties	67,843			52,194
Depreciation and amortization of capitalized real estate costs	(56,605		)	(46,658		)
Other, including gain on sales of investment properties	12,035			1,621
Equity in income of Unconsolidated Real Estate Affiliates	$	23,273		$	7,157

SUPPLEMENTAL INFORMATION

FOR THE THREE MONTHS ENDED MARCH 31, 2015



BASIS OF PRESENTATION

GENERAL INFORMATION

Unless the context indicates otherwise, references in the accompanying financial information (the "Supplemental") to the "Corporation" refer to General Growth Properties, 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.

PROPERTY 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.

NON-GAAP MEASURES

This Supplemental makes reference to net operating income (“NOI”), earnings before interest, taxes, depreciation and amortization ("EBITDA"), and funds from operations (“FFO”). NOI is defined as income from property operations after operating expenses have been deducted, but prior to deducting financing, administrative and income tax expenses. NOI excludes reduction in ownership as a result of sales or other transactions (Sold Interests). EBITDA is defined as 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 non-cash and non-recurring revenue and expenses. Same Store Company NOI is presented to exclude the periodic effects of acquisitions of new 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 Non-GAAP to GAAP Financial Measures" schedule.



TABLE OF CONTENTS



	Page		Page
Financial Overview		Asset Transactions:
GAAP Financial Statements:		Summary of Transactions	14
Consolidated Balance Sheets	1	Sold Interests	15
Consolidated Statements of Operations	2
		Portfolio Operating Metrics:
Proportionate Financial Statements:		Key Operating Performance Indicators	16
Proportionate Balance Sheets	3	Signed Leases All Less Anchors	17
Overview	4	Lease Expiration Schedule and Top Ten Tenants	18
Company NOI, EBITDA, and FFO	5	Property Schedule	19-25
Reconciliation of Non-GAAP to GAAP Financial Measures	6-7
		Miscellaneous:
Debt:		Capital Information	26
Debt Summary, at Share	8	Change in Total Common and Equivalent Shares	27
Maturity Schedule	9	Development Summary	28-29
Debt Detail, at Share	10-13	Capital Expenditures	30
		Corporate Information	31
		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 General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this Supplemental. The Company disclaims any obligation to update any forward-looking statements.



SELECT SCHEDULE DEFINITIONS



Page	Schedule	Description
Proportionate Financial Schedules:
3	Proportionate Balance Sheet	The proportionate balance sheet adjusts GGP's GAAP balance sheet for noncontrolling interests and adds the Company's proportionate share of assets and liabilities related to investments accounted for under the equity method.
4	Overview	Summary of Company NOI, Same Store NOI, Company EBITDA and Company FFO on a proportionate basis.
5	Company NOI, EBITDA and FFO	Proportionate Results and FFO for the three and twelve months ended March 31, 2015 and 2014 adjusts GGP's consolidated results and FFO for noncontrolling interests and adds the Company's proportionate share of certain revenues and expenses included in NOI, EBITDA and FFO as defined in the Basis of Presentation. Company NOI, EBITDA and FFO exclude certain non-cash and non-recurring revenues and expenses that may not be indicative of future operations.
Portfolio Operating Metrics:
16	Key Operating Performance Indicators	Certain retail properties operating measures presented on a comparable basis. See Glossary of Terms for detailed descriptions.
19-25	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) Occupancy percentage See Glossary of Terms for detailed descriptions.

GAAP Financial Statements



FINANCIAL OVERVIEW Consolidated Balance Sheets (In thousands)



	March 31, 2015			December 31, 2014

Assets:
Investment in real estate:
Land	$	3,639,735		$	4,244,607
Buildings and equipment	16,208,711			18,028,844
Less accumulated depreciation	(2,140,032		)	(2,280,845		)
Construction in progress	331,604			703,859
Net property and equipment	18,040,018			20,696,465
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,474,620			2,604,762
Net investment in real estate	21,514,638			23,301,227
Cash and cash equivalents	173,273			372,471
Accounts and notes receivable, net	624,153			663,768
Deferred expenses, net	173,909			184,491
Prepaid expenses and other assets	846,965			813,777
Assets held for disposition	94,730			—
Total assets	$	23,427,668		$	25,335,734
Liabilities:
Mortgages, notes and loans payable	$	13,763,034		$	15,998,289
Investment in and loans to/from Unconsolidated Real Estate Affiliates	36,108			35,598
Accounts payable and accrued expenses	715,313			934,897
Dividend payable	157,968			154,694
Deferred tax liabilities	8,588			21,240
Junior Subordinated Notes	206,200			206,200
Liabilities held for disposition	67,000			—
Total liabilities	14,954,211			17,350,918
Redeemable noncontrolling interests:
Preferred	168,736			164,031
Common	141,679			135,265
Total redeemable noncontrolling interests	310,415			299,296
Equity:
Preferred stock	242,042			242,042
Stockholders' equity	7,838,568			7,363,877
Noncontrolling interests in consolidated real estate affiliates	78,695			79,601
Noncontrolling interests related to Long-Term Incentive Plan Common Units	3,737			—
Total equity	8,163,042			7,685,520
Total liabilities, redeemable noncontrolling interests and equity	$	23,427,668		$	25,335,734



FINANCIAL OVERVIEW Consolidated Statements of Operations (In thousands, except per share)



	Three Months Ended
	March 31, 2015			March 31, 2014
Revenues:
Minimum rents	$	374,112		$	389,252
Tenant recoveries	177,482			181,466
Overage rents	8,815			9,821
Management fees and other corporate revenues	19,086			16,687
Other	14,648			25,659
Total revenues	594,143			622,885
Expenses:
Real estate taxes	55,987			56,916
Property maintenance costs	19,881			21,424
Marketing	4,708			5,804
Other property operating costs	76,296			85,666
Provision for doubtful accounts	3,271			2,142
Property management and other costs	42,793			44,950
General and administrative	12,446			11,599
Depreciation and amortization	175,948			171,478
Total expenses	391,330			399,979
Operating income	202,813			222,906
Interest and dividend income	8,821			6,409
Interest expense	(172,651		)	(179,046		)
(Loss) Gain on Foreign Currency	(22,910		)	5,182
Gain from change in control of investment properties	591,245			—
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations, and allocation to noncontrolling interests	607,318			55,451
Benefit from (provision for) income taxes	11,159			(3,692		)
Equity in income of Unconsolidated Real Estate Affiliates	23,273			7,157
Income from continuing operations	641,750			58,916
Discontinued operations	—			72,972
Net income	641,750			131,888
Allocation to noncontrolling interests	(7,019		)	(3,852		)
Net income attributable to GGP	634,731			128,036
Preferred stock dividends	(3,984		)	(3,984		)
Net income attributable to common stockholders	$	630,747		$	124,052
Basic Income Per Share:
Continuing operations	$	0.71		$	0.06
Discontinued operations	—			0.08
Total basic income per share	$	0.71		$	0.14
Diluted Income Per Share:
Continuing operations	$	0.66		$	0.06
Discontinued operations	—			0.07
Total diluted income per share	$	0.66		$	0.13

Proportionate Financial Statements



PROPORTIONATE FINANCIAL STATEMENTS Proportionate Balance Sheets (In thousands)



	As of March 31, 2015												As of December 31, 2014
	GAAP			Noncontrolling Interests			GGP Share of Unconsolidated Real Estate Affiliates			GGP Total Share			GGP Total Share

Assets:
Investment in real estate:
Land	$	3,639,735		$	(31,466	)	$	1,188,211		$	4,796,480		$	4,969,169
Buildings and equipment	16,208,711			(168,733		)	7,614,400			23,654,378			24,064,383
Less accumulated depreciation	(2,140,032		)	26,867			(1,311,886		)	(3,425,051		)	(3,383,945		)
Construction in progress	331,604			(4		)	473,686			805,286			769,361
Net property and equipment	18,040,018			(173,336		)	7,964,411			25,831,093			26,418,968
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,474,620			—			(3,474,620		)	—			—
Net investment in real estate	21,514,638			(173,336		)	4,489,791			25,831,093			26,418,968
Cash and cash equivalents	173,273			(3,948		)	150,137			319,462			512,717
Accounts and notes receivable, net	624,153			(2,484		)	99,148			720,817			746,833
Deferred expenses, net	173,909			(1,055		)	184,026			356,880			334,271
Prepaid expenses and other assets	846,965			(13,646		)	532,400			1,365,719			1,251,894
Assets held for disposition	94,730			—			—			94,730			—
Total assets	$	23,427,668		$	(194,469	)	$	5,455,502		$	28,688,701		$	29,264,683
Liabilities:
Mortgages, notes and loans payable	$	13,763,034		$	(107,133	)	$	5,159,006		$	18,814,907		$	19,810,810
Investment in and loans to/from Unconsolidated Real Estate Affiliates	36,108			—			(36,108		)	—			—
Accounts payable and accrued expenses	715,313			(8,641		)	332,505			1,039,177			1,166,426
Dividend payable	157,968			—			—			157,968			154,694
Deferred tax liabilities	8,588			—			99			8,687			21,338
Junior Subordinated Notes	206,200			—						206,200			206,200
Liabilities held for disposition	67,000			—			—			67,000			—
Total liabilities	14,954,211			(115,774		)	5,455,502			20,293,939			21,359,468
Redeemable noncontrolling interests:
Preferred	168,736			—			—			168,736			164,031
Common	141,679			—			—			141,679			135,265
Total redeemable noncontrolling interests	310,415			—			—			310,415			299,296

Equity:
Preferred stock	242,042			—			—			242,042			242,042
Stockholders' equity	7,838,568			—			—			7,838,568			7,363,877
Noncontrolling interests in consolidated real estate affiliates	78,695			(78,695		)	—			—			—
Noncontrolling interest realted to Long-Term Incentive Plan Common Units	3,737			—			—			3,737			—
Total equity	8,163,042			(78,695		)	—			8,084,347			7,605,919
Total liabilities, redeemable noncontrolling interests and equity	$	23,427,668		$	(194,469	)	$	5,455,502		$	28,688,701		$	29,264,683



PROPORTIONATE FINANCIAL STATEMENTS Overview (In thousands, except per share)



	Three Months Ended
	March 31, 2015		March 31, 2014		Percentage Change

Same Store NOI ¹	$	542,816	$	525,357	3.3	%
Non-Same Store NOI²	3,161		3,062		n/a
Company NOI³	545,977		528,419		3.3	%

Company EBITDA³	501,928		481,580		4.2	%

Company FFO⁴	309,338		292,419		5.8	%
Company FFO per diluted share	$	0.32	$	0.31	4.9	%

Weighted average diluted common shares outstanding	960,488		952,805


1.	Includes lease termination fees of $10.9 million and $4.5 million for the three months ended March 31, 2015 and 2014, respectively.


2.	Non-Same Store NOI includes the periodic effects of acquisitions and certain redevelopments and other properties. See Property Schedule on pages 19-25 for individual property details.


3.	Refer to page 5 (Company NOI, EBITDA and FFO). Company NOI and Company EBITDA exclude the periodic effects of Sold Interests. See Glossary of Terms on page 32.


4.	Refer to page 5 (Company NOI, EBITDA and FFO). Company FFO includes the periodic effects of Sold Interests. See Glossary of Terms on page 32.



PROPORTIONATE FINANCIAL STATEMENTS Company NOI, EBITDA and FFO For the Three Months Ended March 31, 2015 and 2014 (In thousands)



	Three Months Ended March 31, 2015																					Three Months Ended March 31, 2014
	Consolidated Properties			Noncontrolling Interests			Unconsolidated Properties			Sold Interests¹			Proportionate			Adjustments²			Company			Consolidated Properties			Noncontrolling Interests			Unconsolidated Properties			Sold Interests¹			Proportionate			Adjustments²			Company
Property revenues:
Minimum rents³	$	374,112		$	(4,090	)	$	108,707		$	(5,198	)	$	473,531		$	18,982		$	492,513		$	389,252		$	(3,571	)	$	87,640		$	(11,338	)	$	461,983		$	14,921		$	476,904
Tenant recoveries	177,482			(1,680		)	49,552			(2,495		)	222,859			—			222,859			181,466			(1,301		)	42,420			(5,160		)	217,425			—			217,425
Overage rents	8,815			(61		)	3,004			(271		)	11,487			—			11,487			9,821			(69		)	2,254			(718		)	11,288			—			11,288
Other revenue	14,648			(249		)	5,862			(191		)	20,070			—			20,070			25,659			(94		)	3,208			(1,238		)	27,535			—			27,535
Total property revenues	575,057			(6,080		)	167,125			(8,155		)	727,947			18,982			746,929			606,198			(5,035		)	135,522			(18,454		)	718,231			14,921			733,152
Property operating expenses:
Real estate taxes	55,987			(723		)	13,381			(452		)	68,193			(1,490		)	66,703			56,916			(556		)	13,536			(1,039		)	68,857			(1,490		)	67,367
Property maintenance costs	19,881			(124		)	6,119			(146		)	25,730			—			25,730			21,424			(101		)	5,530			(554		)	26,299			—			26,299
Marketing	4,708			(42		)	2,045			(184		)	6,527			—			6,527			5,804			(57		)	1,750			(356		)	7,141			—			7,141
Other property operating costs	76,296			(756		)	23,554			(850		)	98,244			(1,023		)	97,221			85,666			(521		)	20,477			(3,147		)	102,475			(1,028		)	101,447
Provision for doubtful accounts	3,271			(24		)	1,552			(28		)	4,771			—			4,771			2,142			1			440			(104		)	2,479			—			2,479
Total property operating expenses	160,143			(1,669		)	46,651			(1,660		)	203,465			(2,513		)	200,952			171,952			(1,234		)	41,733			(5,200		)	207,251			(2,518		)	204,733
NOI	$	414,914		$	(4,411	)	$	120,474		$	(6,495	)	$	524,482		$	21,495		$	545,977		$	434,246		$	(3,801	)	$	93,789		$	(13,254	)	$	510,980		$	17,439		$	528,419
Management fees and other corporate revenues	19,086			—			—			—			19,086			—			19,086			16,687			—			—			—			16,687			—			16,687
Property management and other costs⁴	(42,793		)	183			(7,587		)	23			(50,174		)	—			(50,174		)	(44,950		)	164			(6,994		)	54			(51,726		)	—			(51,726		)
General and administrative	(12,446		)	—			(515		)	—			(12,961		)	—			(12,961		)	(11,599		)	2			(203		)	—			(11,800		)	—			(11,800		)
EBITDA	$	378,761		$	(4,228	)	$	112,372		$	(6,472	)	$	480,433		$	21,495		$	501,928		$	394,384		$	(3,635	)	$	86,592		$	(13,200	)	$	464,141		$	17,439		$	481,580
Depreciation on non-income producing assets	(2,682		)	—			—			—			(2,682		)	—			(2,682		)	(2,727		)	—			—			—			(2,727		)	—			(2,727		)
Interest and dividend income	8,821			387			707			—			9,915			(205		)	9,710			6,409			—			546			—			6,955			—			6,955
Preferred unit distributions	(2,232		)	—			—			—			(2,232		)	—			(2,232		)	(2,232		)	—			—			—			(2,232		)	—			(2,232		)
Preferred stock dividends	(3,984		)	—			—			—			(3,984		)	—			(3,984		)	(3,984		)	—			—			—			(3,984		)	—			(3,984		)
Interest expense:													—																					—
Mark-to-market adjustments on debt	187			(101		)	382			(4		)	464			(464		)	—			(1,523		)	(96		)	370			(15		)	(1,264		)	1,264			—
Write-off of mark-to-market adjustments on extinguished debt	(14,872		)	—			—			—			(14,872		)	14,872			—			(7,380		)	—			—			—			(7,380		)	7,380			—
Interest on existing debt	(157,967		)	1,459			(45,516		)	2,283			(199,741		)	—			(199,741		)	(170,143		)	1,107			(35,427		)	3,601			(200,862		)	—			(200,862		)
(Loss) Gain on foreign currency	(22,910		)	—			—			—			(22,910		)	22,910			—			5,182			—			—			—			5,182			(5,182		)	—
Benefit from (provision for) income taxes	11,159			20			(102		)	—			11,077			(9,061		)	2,016			(3,692		)	18			(94		)	—			(3,768		)	2,050			(1,718		)
FFO from sold interests⁵	—			—			—			4,193			4,193			130			4,323			71,300			—			207			9,614			81,121			(65,714		)	15,407
	194,281			(2,463		)	67,843			—			259,661			49,677			309,338			285,594			(2,606		)	52,194			—			335,182			(42,763		)	292,419
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests	65,380			2,463			(67,843		)	—			—			—			—			49,588			2,606			(52,194		)	—			—			—			—
FFO ⁶	$	259,661		$	—		$	—		$	—		$	259,661		$	49,677		$	309,338		$	335,182		$	—		$	—		$	—		$	335,182		$	(42,763	)	$	292,419

Company FFO per diluted share																			$	0.32																				$	0.31


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


2.	Adjustments primarily relate to straight-line rent, above/below market lease amortization, amortization of real estate tax stabilization agreement, gain on foreign currency and the related provision for income taxes, and other non-comparable items.


3.	Adjustments include amounts for straight-line rent of ($6,103) and ($8,741) and above/below market lease amortization of $25,085 and $23,662 for the three months ended March 31, 2015 and 2014, respectively.


4.	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.


5.	Adjustments include a gain on extinguishment of debt of $66,680 for the three months ended March 31, 2014.


6.	Proportionate FFO is presented in accordance with the NAREIT definition of FFO.



PROPORTIONATE FINANCIAL STATEMENTS Reconciliation of Non-GAAP to GAAP Financial Measures (In thousands)



	Three Months Ended
	March 31, 2015			March 31, 2014

Reconciliation of Company NOI to GAAP Operating Income
Company NOI	$	545,977		$	528,419
Adjustments for minimum rents, real estate taxes and other property operating costs ¹	(21,495		)	(17,439		)
Proportionate NOI	524,482			510,980
Unconsolidated Properties	(120,474		)	(93,789		)
NOI of sold interests	6,495			13,254
Noncontrolling interest in NOI Consolidated Properties	4,411			3,801
Consolidated Properties	414,914			434,246
Management fees and other corporate revenues	19,086			16,687
Property management and other costs	(42,793		)	(44,950		)
General and administrative	(12,446		)	(11,599		)
Depreciation and amortization	(175,948		)	(171,478		)
Operating income	$	202,813		$	222,906

Reconciliation of Company EBITDA to GAAP Net Income Attributable to GGP
Company EBITDA	$	501,928		$	481,580
Adjustments for minimum rents, real estate taxes, other property operating costs, and general and administrative ¹	(21,495		)	(17,439		)
Proportionate EBITDA	480,433			464,141
Unconsolidated Properties	(112,372		)	(86,592		)
EBITDA of sold interests	6,472			13,200
Noncontrolling interest in EBITDA of Consolidated Properties	4,228			3,635
Consolidated Properties	378,761			394,384
Depreciation and amortization	(175,948		)	(171,478		)
Interest income	8,821			6,409
Interest expense	(172,651		)	(179,046		)
(Loss) Gain on foreign currency	(22,910		)	5,182
Benefit from (provision for) income taxes	11,159			(3,692		)
Equity in income of Unconsolidated Real Estate Affiliates	23,273			7,157
Discontinued operations	—			72,972
Gains from changes in control of investment properties	591,245			—
Allocation to noncontrolling interests	(7,019		)	(3,852		)
Net income attributable to GGP	$	634,731		$	128,036

1.Refer to Pages 5 (Company NOI, EBITDA and FFO).



PROPORTIONATE FINANCIAL STATEMENTS Reconciliation of Non-GAAP to GAAP Financial Measures (In thousands)



	Three Months Ended
	March 31, 2015			March 31, 2014

Reconciliation of Company FFO to GAAP Net Income Attributable to GGP
Company FFO	$	309,338		$	292,419
Adjustments for minimum rents, property operating expenses, general and administrative, market rate adjustments, debt extinguishment, income taxes, and FFO from discontinued operations ¹	(49,677		)	42,763
Proportionate FFO	259,661			335,182
Depreciation and amortization of capitalized real estate costs	(229,869		)	(215,317		)
Gain from change in control of investment properties	591,245			—
Preferred stock dividends	3,984			3,984
Gains on sales of investment properties	12,021			6,299
Noncontrolling interests in depreciation of Consolidated Properties	2,035			1,662
Redeemable noncontrolling interests	(4,346		)	(664		)
Depreciation and amortization of discontinued operations	—			(3,110		)
Net income attributable to GGP	$	634,731		$	128,036

Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates
Equity in Unconsolidated Properties:
NOI	$	120,474		$	93,789
Net property management fees and costs	(7,587		)	(6,994		)
General and administrative and provisions for impairment	(515		)	(203		)
EBITDA	112,372			86,592
Net interest expense	(44,427		)	(34,511		)
Provision for income taxes	(102		)	(94		)
FFO of sold interests of Unconsolidated Properties	—			207
FFO of Unconsolidated Properties	67,843			52,194
Depreciation and amortization of capitalized real estate costs	(56,605		)	(46,658		)
Other, including gain on sales of investment properties	12,035			1,621
Equity in income of Unconsolidated Real Estate Affiliates	$	23,273		$	7,157

1.Refer to Page 5 (Company NOI, EBITDA and FFO).

DEBT



Debt SUMMARY, AT SHARE As of March 31, 2015 (In thousands)



						Maturities
	Coupon Rate		Proportionate Balance		Average Remaining Term (Years)	2015		2016		2017		2018		2019		Subsequent		Total
Fixed Rate
Property Level Consolidated	4.49	%	$	11,511,754	7.1	$	283,216	$	237,798	$	384,229	$	118,892	$	493,457	$	8,891,711	$	10,409,303
Property Level Unconsolidated	4.39	%	4,503,413		6.6	120,409		2,944		172,773		186,862		607,145		3,188,657		4,278,790
Corporate Consolidated	4.41	%	5,079		0.7	573		—		—		—		—		—		573
Total Fixed Rate	4.47	%	$	16,020,246	6.9	$	404,198	$	240,742	$	557,002	$	305,754	$	1,100,602	$	12,080,368	$	14,688,666

Variable Rate
Property Level Consolidated	2.01	%	$	2,062,445	3.4	$	—	$	—	$	—	$	1,571,973	$	462,500	$	—	$	2,034,473
Property Level Unconsolidated	2.91	%	678,479		4.4	—		—		—		16,250		530,064		131,614		677,928
Junior Subordinated Notes Due 2036	1.70	%	206,200		21.1	—		—		—		—		—		206,200		206,200
Total Variable Rate	2.20	%	$	2,947,124	4.9	$	—	$	—	$	—	$	1,588,223	$	992,564	$	337,814	$	2,918,601

Total	4.11	%	$	18,967,370	6.6	$	404,198	$	240,742	$	557,002	$	1,893,977	$	2,093,166	$	12,418,182	$	17,607,267

			Total Amortization			$	109,104	$	162,790	$	175,210	$	174,686	$	172,953	$	565,360	$	1,360,103

										Total Maturities and Amortization ^{1, 2}								$	18,967,370

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



Total Mortgages, Notes, and Other Payables, from above	$	18,967,370
Market rate adjustments, net	34,492
Junior Subordinated Notes Due 2036	(206,200		)
Corporate Revolver	100,000
Mortgage note included in liabilities held for disposition	(67,000		)
Other	(13,755		)
Total	$	18,814,907

2. Reflects maturities and amortization for periods subsequent to March 31, 2015.



DEBT Maturity Schedule¹

1. Net present value of debt is $10.3 billion at 8% discount rate.

2. Maturities in 2022 include $1.1 billion for Ala Moana Center (indicated with separate color).



DEBT DETAIL, AT SHARE¹ As of March 31, 2015 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Coupon Rate	Parent Recourse as of 3/31/2015 ³	2015		2016		2017		2018		2019		Subsequent
Fixed Rate

Consolidated Property Level
Boise Towne Plaza	100%	$	8,864	2015	$	8,765	4.70%	No	$	99	$	—	$	—	$	—	$	—	$	—
Paramus Park	100%	91,469		2015	90,242		4.86%	No	1,227		—		—		—		—		—
Quail Springs Mall	100%	67,120		2015	66,864		6.74%	No	256		—		—		—		—		—
The Shops at La Cantera	75%	117,849		2015	117,345		5.95%	No	504		—		—		—		—		—
Brass Mill Center	100%	98,598		2016	93,347		4.55%	No	3,669		1,582		—		—		—		—
Lakeside Mall	100%	152,475		2016	144,451		4.28%	No	4,619		3,405		—		—		—		—
Apache Mall	100%	95,700		2017	91,402		4.32%	No	1,325		1,843		1,130		—		—		—
Four Seasons Town Centre	100%	81,989		2017	72,532		5.60%	No	2,796		4,940		1,721		—		—		—
Mall of Louisiana	100%	210,100		2017	191,409		5.82%	No	4,225		8,074		6,392		—		—		—
Provo Towne Center ⁴	75%	30,107		2017	28,886		4.53%	No	406		566		249		—		—		—
Hulen Mall	100%	126,964		2018	118,702		4.25%	No	1,655		2,304		2,421		1,882		—		—
The Gallery at Harborplace - Other	100%	6,744		2018	190		6.05%	No	1,440		2,026		2,152		936		—		—
Coronado Center	100%	196,566		2019	180,278		3.50%	No	2,862		3,948		4,110		4,258		1,110		—
Governor's Square	100%	70,285		2019	66,488		6.69%	No	686		969		1,035		1,107		—		—
Oak View Mall	100%	78,719		2019	74,467		6.69%	No	767		1,085		1,160		1,240		—		—
Park City Center	100%	186,563		2019	172,224		5.34%	No	2,321		3,264		3,473		3,666		1,615		—
Fashion Place	100%	226,730		2020	226,730		3.64%	No	0		0		0		0		—		—
Mall St. Matthews	100%	186,662		2020	170,305		2.72%	No	0		1,985		4,067		4,181		4,297		1,827
Newgate Mall	100%	58,000		2020	58,000		3.69%	No	0		0		0		0		—		—
The Mall In Columbia	100%	350,000		2020	316,928		3.95%	No	1,532		6,279		6,531		6,794		7,067		4,869
Town East Mall	100%	160,270		2020	160,270		3.57%	No	0		0		0		0		0		—
Tucson Mall	100%	246,000		2020	246,000		4.01%	No	—		—		—		—		—		—
Tysons Galleria	100%	316,634		2020	282,081		4.06%	No	4,308		5,979		6,266		6,528		6,802		4,670
Visalia Mall	100%	74,000		2020	74,000		3.71%	No	—		—		—		—		—		—
Deerbrook Mall	100%	145,296		2021	127,934		5.25%	No	1,859		2,612		2,776		2,928		3,087		4,100
Fashion Show - Other	100%	4,481		2021	1,577		6.06%	Yes - Full	275		386		411		437		465		930
Fox River Mall	100%	177,320		2021	156,373		5.46%	No	2,156		3,038		3,238		3,422		3,616		5,477
Northridge Fashion Center	100%	236,401		2021	207,503		5.10%	No	3,110		4,362		4,627		4,871		5,129		6,799
Oxmoor Center	94%	84,956		2021	74,781		5.37%	No	1,050		1,479		1,574		1,662		1,755		2,655
Park Place	100%	188,831		2021	165,815		5.18%	No	2,432		3,414		3,626		3,821		4,026		5,697
Providence Place	94%	341,309		2021	302,577		5.65%	No	4,031		5,687		6,077		6,434		6,813		9,690
Rivertown Crossings	100%	160,193		2021	141,356		5.52%	No	1,936		2,728		2,910		3,077		3,254		4,932
Westlake Center - Land	100%	2,437		2021	2,437		12.90%	Yes - Full	0		0		0		0		0		0
White Marsh Mall	100%	190,000		2021	190,000		3.66%	No	0		0		0		0		0		0
Bellis Fair	100%	89,388		2022	77,060		5.23%	No	1,133		1,594		1,694		1,786		1,883		4,238
Coastland Center	100%	124,429		2022	102,621		3.76%	No	1,876		2,594		2,707		2,812		2,922		8,897
Coral Ridge Mall	100%	110,155		2022	98,394		5.71%	No	349		1,448		1,533		1,623		1,718		5,090
Greenwood Mall	100%	63,000		2022	57,469		4.19%	No	—		—		419		1,054		1,100		2,958
North Star Mall	100%	324,316		2022	270,113		3.93%	No	4,809		6,666		6,973		7,256		7,551		20,948
Rogue Valley Mall	100%	55,000		2022	48,245		4.50%	No	138		852		899		941		984		2,941
Spokane Valley Mall ⁴	75%	45,207		2022	38,484		4.65%	No	596		833		879		921		965		2,529
The Gallery at Harborplace	100%	78,733		2022	68,096		5.24%	No	936		1,315		1,398		1,474		1,555		3,959
The Oaks Mall	100%	133,653		2022	112,842		4.55%	No	1,759		2,451		2,584		2,706		2,833		8,478
The Shoppes at Buckland Hills	100%	124,441		2022	107,820		5.19%	No	1,510		2,121		2,253		2,375		2,503		5,859
The Streets at Southpoint	94%	242,070		2022	207,909		4.36%	No	3,137		4,348		4,542		4,744		4,955		12,435
Westroads Mall	100%	150,960		2022	127,455		4.55%	No	1,985		2,769		2,919		3,056		3,200		9,576
Augusta Mall	100%	170,000		2023	170,000		4.36%	No	0		0		0		0		0		0
Boise Towne Square	100%	132,228		2023	106,372		4.79%	No	1,883		2,618		2,746		2,880		3,021		12,708



DEBT DETAIL, AT SHARE¹ As of March 31, 2015 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Coupon Rate	Parent Recourse as of 3/31/2015 ³	2015		2016		2017		2018		2019		Subsequent

Crossroads Center (MN)	100%	103,224		2023	83,026		3.25%	No	1,666		2,293		2,379		2,459		2,541		8,860
Cumberland Mall	100%	160,000		2023	160,000		3.67%	No	0		0		0		0		0		0
Meadows Mall	100%	158,010		2023	118,726		3.96%	No	3,042		4,212		4,402		4,582		4,770		18,276
Oglethorpe Mall	100%	150,000		2023	136,166		3.90%	No	0		0		0		1,058		2,648		10,128
Pecanland Mall	100%	90,000		2023	75,750		3.88%	No	1,159		1,607		1,682		1,749		1,819		6,234
Prince Kuhio Plaza	100%	43,727		2023	35,974		4.10%	No	595		827		867		903		942		3,619
Staten Island Mall	100%	256,986		2023	206,942		4.77%	No	3,692		5,131		5,381		5,643		5,918		24,279
Stonestown Galleria	100%	180,000		2023	164,720		4.39%	No	—		—		—		462		2,871		11,947
The Crossroads (MI)	100%	98,008		2023	80,833		4.42%	No	1,226		1,708		1,799		1,881		1,967		8,594
The Woodlands	100%	254,086		2023	207,057		5.04%	No	3,561		4,959		5,215		5,484		5,767		22,043
Baybrook Mall	100%	250,000		2024	212,423		5.52%	No	821		3,402		3,595		3,798		4,013		21,948
Fashion Show	100%	835,000		2024	835,000		4.03%	No	0		0		0		0		0		0
Jordan Creek Town Center	100%	215,853		2024	177,448		4.37%	No	2,715		3,783		3,980		4,160		4,348		19,419
The Maine Mall	100%	235,000		2024	235,000		4.66%	No	—		—		—		—		0		0
The Parks At Arlington	100%	250,000		2024	212,687		5.57%	No	814		3,371		3,564		3,767		3,983		21,814
Woodbridge Center	100%	250,000		2024	220,726		4.80%	No	0		0		2,395		3,777		3,964		19,138
Beachwood Place	100%	220,000		2025	184,350		3.94%	No	—		0		2,922		4,032		4,194		24,502
Pembroke Lakes Mall	100%	260,000		2025	260,000		3.56%	No	—		—		—		—		—		—
Valley Plaza Mall	100%	240,000		2025	206,847		3.75%	No	0		0		0		3,168		4,410		25,575
Willowbrook Mall	100%	360,000		2025	360,000		3.55%	No	—		—		—		—		—		—
North Point Mall	100%	250,000		2026	218,205		4.54%	No	—		0		0		0		984		30,811
Providence Place - Other	94%	36,399		2028	2,247		7.75%	No	1,628		1,757		1,897		1,825		1,740		25,305
Provo Towne Center Land	75%	2,249		2095	37		10.00%	Yes - Full	—		—		—		—		—		2,212
Consolidated Property Level		$	11,511,754		$	10,409,303	4.49%		$	92,576	$	134,614	$	137,570	$	139,620	$	141,105	$	456,966

Unconsolidated Property Level
Alderwood	50%	$	121,162	2015	$	120,409	6.65%	No	$	753	$	—	$	—	$	—	$	—	$	—
Shane Plaza	50%	2,990		2016	2,944		5.56%	No	46		—		—		—		—		—
Riverchase Galleria ⁵	50%	152,500		2017	152,500		5.65%	No	—		—		—		—		—		—
The Shops at Bravern	40%	21,186		2017	20,273		3.86%	No	332		460		121		—		—		—
Plaza Frontenac	55%	28,600		2018	28,600		3.04%	No	—		—		—		—		—		—
Saint Louis Galleria	74%	158,262		2018	158,262		3.44%	No	—		—		—		—		—		—
First Colony Mall	50%	91,886		2019	84,321		4.50%	No	1,133		1,573		1,645		1,720		1,494		—
Natick Mall	50%	225,000		2019	209,699		4.60%	No	584		3,593		3,762		3,939		3,423		—
The Grand Canal Shoppes	50%	313,125		2019	313,125		4.24%	No	—		—		—		—		—		—
Christiana Mall	50%	117,495		2020	108,697		5.10%	No	402		1,622		1,725		1,816		1,913		1,320
Kenwood Towne Centre	70%	154,519		2020	137,191		5.37%	No	1,980		2,784		2,964		3,131		3,306		3,163
Oakbrook Center	48%	202,725		2020	202,725		3.66%	No	—		—		—		—		—		—
Water Tower Place	47%	181,923		2020	171,026		4.36%	No	1,322		1,837		1,928		2,024		2,124		1,662
Northbrook Court	50%	65,137		2021	56,811		4.25%	No	835		1,156		1,206		1,259		1,313		2,557
Village of Merrick Park	55%	96,509		2021	85,797		5.73%	No	1,129		1,595		1,706		1,808		1,916		2,558
Whaler's Village	50%	40,000		2021	40,000		5.42%	No	—		—		—		—		—		—
Willowbrook Mall (TX)	50%	101,286		2021	88,965		5.13%	No	1,325		1,858		1,972		2,077		2,188		2,901
Ala Moana Center	75%	1,050,000		2022	1,050,000		4.23%	No	—		—		—		—		—		—
Bridgewater Commons	35%	105,000		2022	105,000		3.34%	No	—		—		—		—		—		—
Clackamas Town Center	50%	108,000		2022	108,000		4.18%	No	—		—		—		—		—		—
Florence Mall	50%	45,000		2022	45,000		4.15%	No	—		—		—		—		—		—
Carolina Place	50%	87,500		2023	75,542		3.84%	No	—		757		1,567		1,630		1,694		6,310
Galleria at Tyler	50%	94,826		2023	76,716		5.05%	No	1,289		1,797		1,889		1,987		2,089		9,059
Lake Mead and Buffalo	50%	2,025		2023	27		7.20%	No	137		194		209		224		241		993



DEBT DETAIL, AT SHARE¹ As of March 31, 2015 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Coupon Rate	Parent Recourse as of 3/31/2015 ³	2015		2016		2017		2018		2019		Subsequent
Park Meadows	35%	126,000		2023	112,734		4.60%	No	—		—		—		1,996		2,091		9,179
The Shoppes at River Crossing	50%	38,675		2023	35,026		3.75%	No	—		—		—		510		711		2,428
One Union Square	50%	25,000		2023	25,000		5.12%	No	—		—		—		—		—		—
Stonebriar Centre	50%	140,000		2024	120,886		4.05%	No	—		—		805		2,477		2,579		13,253
Pinnacle Hills Promenade	50%	60,821		2025	48,805		4.13%	No	755		1,048		1,099		1,146		1,195		6,773
Altamonte Mall	50%	80,000		2025	69,045		3.72%	No	—		—		—		1,062		1,478		8,415
Towson Town Center	35%	113,761		2025	97,713		3.82%	No	—		—		—		681		2,093		13,274
Glendale Galleria	50%	215,000		2026	190,451		4.06%	No	—		—		—		—		—		24,549
Perimeter Mall	50%	137,500		2026	137,500		3.96%	No	—		—		—		—		—		—
Unconsolidated Property Level		$	4,503,413		$	4,278,790	4.39%		$	12,022	$	20,274	$	22,598	$	29,487	$	31,848	$	108,394

Total Fixed - Property Level		$	16,015,167		$	14,688,093	4.47%		$	104,598	$	154,888	$	160,168	$	169,107	$	172,953	$	565,360

Consolidated Corporate
Arizona Two (HHC)	100%	$	5,079	2015	$	573	4.41%	Yes - Full	$	4,506	$	—	$	—	$	—	$	—	$	—
Consolidated Corporate		$	5,079		573		4.41%		$	4,506	$	—	$	—	$	—	$	—	$	—

Total Fixed Rate Debt		$	16,020,246		$	14,688,666	4.47%		$	109,104	$	154,888	$	160,168	$	169,107	$	172,953	$	565,360

Variable Rate

Consolidated Property Level
Columbia Mall	100%	$	100,000	2018	$	100,000	Libor + 175 bps	Yes - Full	$	—	$	—	$	—	$	—	$	—	$	—
Columbiana Centre ⁶	100%	130,816		2018	128,177		Libor + 175 bps	Yes - Full	—		746		1,393		500		—		—
Eastridge (WY) ⁶	100%	48,228		2018	47,255		Libor + 175 bps	Yes - Full	—		275		514		184		—		—
Grand Teton Mall ⁶	100%	48,859		2018	47,873		Libor + 175 bps	Yes - Full	—		279		520		187		—		—
Market Place Shopping Center	100%	113,425		2018	113,425		Libor + 240 bps	No	—		—		—		—		—		—
Mayfair ⁶	100%	347,813		2018	340,796		Libor + 175 bps	Yes - Full	—		1,983		3,704		1,330		—		—
Mondawmin Mall ⁶	100%	81,011		2018	79,377		Libor + 175 bps	Yes - Full	—		461		863		310		—		—
North Town Mall ⁶	100%	89,207		2018	87,407		Libor + 175 bps	Yes - Full	—		509		950		341		—		—
Oakwood ⁶	100%	76,913		2018	75,362		Libor + 175 bps	Yes - Full	—		438		819		294		—		—
Oakwood Center ⁶	100%	91,413		2018	89,569		Libor + 175 bps	Yes - Full	—		520		974		350		—		—
Pioneer Place ⁶	100%	188,185		2018	184,389		Libor + 175 bps	Yes - Full	—		1,072		2,004		720		—		—
Red Cliffs Mall ⁶	100%	30,261		2018	29,650		Libor + 175 bps	Yes - Full	—		173		322		116		—		—
River Hills Mall ⁶	100%	76,283		2018	74,744		Libor + 175 bps	Yes - Full	—		435		812		292		—		—
Sooner Mall ⁶	100%	78,931		2018	77,338		Libor + 175 bps	Yes - Full	—		450		841		302		—		—
Southwest Plaza ⁶	100%	73,383		2018	71,902		Libor + 175 bps	Yes - Full	—		418		782		281		—		—
The Shops at Fallen Timbers ⁶	100%	25,217		2018	24,709		Libor + 175 bps	Yes - Full	—		143		269		96		—		—
200 Lafayette	100%	100,000		2019	100,000		Libor + 250 bps	No	—		—		—		—		—		—
830 North Michigan	100%	85,000		2019	85,000		Libor + 160 bps	No	—		—		—		—		—		—
Lynnhaven Mall	100%	235,000		2019	235,000		Libor + 185 bps	No	—		—		—		—		—		—
Westlake Center	100%	42,500		2019	42,500		Libor + 230 bps	No	—		—		—		—		—		—
Consolidated Property Level		$	2,062,445		$	2,034,473	2.01%		$	—	$	7,902	$	14,767	$	5,303	$	—	$	—

Unconsolidated Property Level
One Stockton Street	50%	$	16,250	2018	$	16,250	Libor + 400 bps	No	$	—	$	—	$	—	$	—	$	—	$	—
Miami Design District	13%	46,691		2019	46,691		Libor + 483 bps	No	—		—		—		—		—		—
Ala Moana Construction Loan ⁷	75%	195,050		2019	195,050		Libor + 190 bps	Yes - Partial	—		—		—		—		—		—
530 Fifth Avenue Mezz Note	50%	15,500		2019	15,423		Libor + 788 bps	No	—		—		38		39		—		—
530 Fifth Avenue	50%	95,000		2019	94,526		Libor + 325 bps	No	—		—		237		237		—		—



DEBT DETAIL, AT SHARE¹ As of March 31, 2015 (In thousands)



										Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Coupon Rate		Parent Recourse as of 3/31/2015 ³	2015		2016		2017		2018		2019		Subsequent
522 Fifth Avenue	10%	8,374		2019	8,374		Libor + 250 bps		No	—		—		—		—		—		—
685 Fifth Avenue	50%	170,000		2019	170,000		Libor + 275 bps		No	—		—		—		—		—		—
Bayside Marketplace	51%	127,500		2020	127,500		Libor + 205 bps		No	—		—		—		—		—		—
Baybrook Construction Loan ⁷	53%	4,114		2020	4,114		Libor + 200 bps		Yes - Partial	—		—		—		—		—		—
Unconsolidated Property Level		$	678,479		$	677,928	2.91%			$	—	$	—	$	275	$	276	$	—	$	—


Consolidated Corporate
Junior Subordinated Notes Due 2036	100%	$	206,200	2036	$	206,200	Libor + 145 bps		Yes - Full	$	—	$	—	$	—	$	—	$	—	$	—
Consolidated Corporate		$	206,200		$	206,200	1.70	%		$	—	$	—	$	—	$	—	$	—	$	—

Total Variable Rate Debt		$	2,947,124		$	2,918,601	2.20	%		$	—	$	7,902	$	15,042	$	5,579	$	—	$	—

Total^{8, 9}		$	18,967,370		$	17,607,267	4.11	%		$	109,104	$	162,790	$	175,210	$	174,686	$	172,953	$	565,360


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


2.	Assumes maturity extensions are exercised.


3.	Total recourse to GGP or its subsidiaries of approximately $1.9 billion, excluding the corporate revolver.


4.	Loan is cross-collateralized with other properties.


5.	$45.0 million B-note is subordinate to return of GGP's additional contributed equity.


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


7.	Reflects the amount drawn as of March 31, 2015 on the construction loan.


8.	Excludes the $1.1 billion corporate revolver. As of March 31, 2015 there was $100 million drawn.


9.	Reflects amortization for the period subsequent to March 31, 2015.

Asset Transactions



ASSET TRANSACTIONS Summary of Transactions For the Three Months Ended March 31, 2015 (In thousands, except GLA)



Acquisitions
Closing Date	Property Name	Property Location	GGP Ownership %	Total GLA	Gross Proceeds at Share		Debt at Share		Net Proceeds at Share ¹
							($ in thousands)

March 2015	Interests in 12 Sears Anchor Pads	Various	50.0%	1,926,166	$	165,000	-		$	164,490
	Total			1,926,166	$	165,000	-		$	164,490

Dispositions
Closing Date	Property Name	Property Location	Sold Ownership %	Total GLA	Gross Proceeds at Share		Debt at Share		Net Proceeds at Share ¹
							($ in thousands)
January 2015	The Trails Village Center	Las Vegas, NV	50.0%	174,644	$	27,625	$	5,756	$	22,120

Joint Venture Interest
February 2015	Ala Moana Center ²	Honolulu, HI	25.0%	2,182,074	$	1,376,309	$	462,500	$	907,000

	Total			2,356,718	$	1,403,934	$	468,256	$	929,120


1.	Includes closing costs.


2.	We received $670 million at closing and will receive the remaining proceeds of $237 million in late 2016 after substantial completion of the redevelopment. On April 10, 2015, GGP sold an additional 12.5% in Ala Moana Center for net proceeds $454 million. GGP received $335 million at closing and the remaining $119 million will be paid in late 2016 after substantial completion of redevelopment.



ASSET TRANSACTIONS Sold Interests



2015		Month of Disposition
JV Interests
Ala Moana Center (25%)		February 2015

Stand Alone Strip Centers, Office & Other Retail
Trails Village Center		January 2015

2014
JV Interests
Bayside Marketplace (49%)		December 2014

Stand Alone Strip Centers, Office & Other Retail
Center Point Plaza		December 2014
Columbia Office Portfolio		December 2014
Lincolnshire Commons		September 2014
Stonestown Medical Office Building		September 2014
Fallbrook Center		June 2014
Regency Square Mall		February 2014

Portfolio Operating Metrics



PORTFOLIO OPERATING METRICS Key Operating Performance Indicators As of and for the Three Months Ended March 31, 2015 (GLA in thousands)



GLA Summary (in thousands) ¹
	Number of Properties	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Total Retail Property	Strip Center GLA	Office GLA	Total GLA	Total GLA at Share ²	% Leased
Consolidated Retail Properties	88	37,189	13,235	34,835	85,259	1,196	1,164	87,619	52,205	95.6	%
Unconsolidated Retail Properties	35	16,685	4,869	13,919	35,473	446	1,299	37,218	11,971	96.3	%
Same Store Retail Properties	123	53,874	18,104	48,754	120,732	1,642	2,463	124,837	64,176	95.8	%
Non-Same Store Retail Properties	6	1,187	159	542	1,888	—	248	2,136	796
Total Retail Properties	129	55,061	18,263	49,296	122,620	1,642	2,711	126,973	64,972

Non-Same Store Office, Strip, Urban & Other Retail	4	753	340	307	1,400	95	—	1,495	569	64.5	%
Total Real Estate	133	55,814	18,603	49,603	124,020	1,737	2,711	128,468	65,541	94.8	%



Same Store Operating Metrics¹

					In-Place Rent				Tenant Sales³
March 31, 2015	% Leased		% Occupied		<10K SF		All Less Anchors		<10K SF		All Less Anchors		Occupancy Cost
Consolidated Retail Properties	95.6	%	93.8	%	$	65.05	$	52.76	$	503	$	12,040	14.0	%
Unconsolidated Retail Properties	96.3	%	94.6	%	88.67		74.07		777		8,313		12.0	%
Same Store Retail Properties	95.8	%	94.0	%	$	72.62	$	59.68	$	590	$	20,353	13.2	%

					In-Place Rent				Tenant Sales³
March 31, 2014	% Leased		% Occupied		<10K SF		All Less Anchors		<10K SF		All Less Anchors		Occupancy Cost

Consolidated Retail Properties	96.0	%	94.3	%	$	64.49	$	52.52	$	519	$	12,717	13.8	%
Unconsolidated Retail Properties	96.8	%	94.8	%	86.83		73.59		688		6,958		11.9	%
Same Store Retail Properties	96.2	%	94.4	%	$	71.64	$	59.32	$	565	$	19,675	13.2	%


1.	Same Store metrics include all properties designated in property schedule (pages 19 - 25) as "Total Same Store Retail Properties".


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


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.



PORTFOLIO OPERATING METRICS Signed Leases All Less Anchors As of March 31, 2015



	All Leases - Lease Spread ¹

	Commencement 2015
	# of Leases	SF	Term (in years)	Initial Rent PSF	Average Rent PSF

New and Renewal Leases	1,119	4,367,508	7.0	$57.31	$62.90
Percent in Lieu/Gross	112	808,318	5.6	N/A	N/A
Total Leases	1,231	5,175,826	6.7	$57.31	$62.90

	Commencement 2016
	# of Leases	SF	Term (in years)	Initial Rent PSF	Average Rent PSF
New and Renewal Leases	71	415,123	10.1	$90.28	$101.26
Percent in Lieu/Gross	6	26,966	5.6	N/A	N/A
Total Leases	77	442,089	9.8	$90.28	$101.26



	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
Commencement 2015	912	2,816,298	6.0	$62.64	$68.53	$57.63	$5.01	8.7	%	$10.90	18.9	%
Commencement 2016	57	222,058	7.3	$111.38	$126.46	$85.70	$25.68	30.0	%	$40.76	47.6	%
Total 2015/2016	969	3,038,356	6.1	$66.20	$72.76	$59.65	$6.55	11.0	%	$13.11	22.0	%


1.	Represents signed leases that are scheduled to commence in the respective period.


2.	Represents signed leases that are scheduled to commence in the respective period compared to expiring rent for the prior tenant in the same suite. New suites are within 10,000 square feet of the expiring suites.


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



PORTFOLIO OPERATING METRICS Lease Expiration Schedule and Top Ten Tenants



Year	Number of Expiring Leases	Expiring GLA at 100% (in thousands)	Percent of Total	Expiring Rent (in thousands)		Expiring Rent ($psf)

Specialty Leasing	1,076	2,253	4.4%	$	48,379	$	22.34
2015	1,139	3,173	6.1%	193,341		63.76
2016	1,814	5,857	11.3%	336,785		59.70
2017	1,796	5,785	11.2%	330,643		58.76
2018	1,465	5,279	10.2%	335,466		64.84
2019	1,215	5,404	10.5%	317,045		59.34
2020	883	3,600	7.0%	223,472		62.61
2021	799	3,059	5.9%	206,923		68.23
2022	855	3,469	6.7%	232,936		67.33
2023	932	3,860	7.5%	279,664		73.86
2024	876	4,205	8.1%	307,412		73.60
Subsequent	679	5,670	11.0%	300,482		54.21
Total	13,529	51,614	100.0%	$	3,112,548	$	61.57



Top Ten Largest Tenants	Primary DBA	Percent of Minimum Rents, Tenant Recoveries and Other

Limited Brands, Inc.	Victoria's Secret, Bath & Body Works, PINK, Henri Bendel	3.6%
The Gap, Inc.	Gap, Banana Republic, Old Navy	3.0%
Foot Locker, Inc.	Footlocker, Champs Sports, Footaction USA	2.6%
Forever 21, Inc.	Forever 21	2.3%
Abercrombie & Fitch Stores, Inc.	Abercrombie, Abercrombie & Fitch, Hollister	2.2%
Signet Jewelers Limited	Zales, Gordon's, Kay, Jared	1.7%
Genesco Inc.	Journeys, Lids, Underground Station, Johnston & Murphy	1.6%
Luxottica Group S.P.A.	Lenscrafters, Sunglass Hut, Pearle Vision	1.6%
Express, Inc.	Express, Express Men	1.6%
American Eagle Outfitters, Inc.	American Eagle, Aerie, Martin + Osa	1.5%
Totals		21.7%



PORTFOLIO OPERATING METRICS Property Schedule As of March 31, 2015



Property Name	Anchors	GGP Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA	Retail Percentage Leased
Consolidated Retail Properties
200 Lafayette		100	%	New York, NY	31,328	—	—	—	83,826	115,154	100.0	%
830 N. Michigan Ave.		100	%	Chicago, IL	121,637	—	—	—	—	121,637	100.0	%
Apache Mall	Herberger's, JCPenney, Macy's	100	%	Rochester, MN	264,937	206,326	162,790	—	—	634,053	96.8	%
Augusta Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Augusta, GA	503,589	—	597,223	—	—	1,100,812	95.9	%
Baybrook Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Friendswood (Houston), TX	443,458	96,605	720,931	—	—	1,260,994	96.1	%
Beachwood Place	Dillard's, Nordstrom, Saks Fifth Avenue	100	%	Beachwood, OH	344,981	317,347	247,000	94,690	—	1,004,018	94.6	%
Bellis Fair	JCPenney, Kohl's, Macy's, Target	100	%	Bellingham (Seattle), WA	423,937	100,400	237,910	—	—	762,247	96.1	%
Boise Towne Square	Dillard's, JCPenney, Macy's, Sears, Kohl's	100	%	Boise, ID	422,445	425,556	247,714	114,687	—	1,210,402	95.7	%
Brass Mill Center	Burlington Coat Factory, JCPenney, Macy's, Sears	100	%	Waterbury, CT	444,642	218,339	319,391	197,087	—	1,179,459	97.4	%
Coastland Center	Dillard's, JCPenney, Macy's, Sears	100	%	Naples, FL	337,492	123,921	466,469	—	—	927,882	94.3	%
Columbia Mall	Dillard's, JCPenney, Sears, Target	100	%	Columbia, MO	314,980	85,972	335,088	—	—	736,040	91.6	%
Columbiana Centre	Belk, Dillard's, JCPenney	100	%	Columbia, SC	269,105	190,911	360,643	—	—	820,659	98.1	%
Coral Ridge Mall	Dillard's, JCPenney, Target, Younkers	100	%	Coralville (Iowa City), IA	521,555	98,596	442,365	—	—	1,062,516	98.1	%
Coronado Center	JCPenney, Kohl's, Macy's, Sears	100	%	Albuquerque, NM	505,864	305,503	281,144	—	—	1,092,511	98.3	%
Crossroads Center	JCPenney, Macy's, Sears, Target	100	%	St. Cloud, MN	371,925	294,167	229,275	—	—	895,367	93.4	%
Cumberland Mall	Costco, Macy's, Sears	100	%	Atlanta, GA	379,365	147,409	500,575	—	—	1,027,349	99.3	%
Deerbrook Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Humble (Houston), TX	557,412	—	653,540	—	—	1,210,952	99.0	%
Eastridge Mall WY	JCPenney, Macy's, Sears, Target	100	%	Casper, WY	276,405	213,913	75,883	—	—	566,201	91.9	%
Eastridge Mall CA	JCPenney, Macy's, Sears	100	%	San Jose, CA	596,492	246,261	426,000	—	—	1,268,753	97.7	%
Fashion Place	Dillard's, Nordstrom	100	%	Murray, UT	443,122	281,175	319,603	—	—	1,043,900	98.2	%



PORTFOLIO OPERATING METRICS Property Schedule As of March 31, 2015



Property Name	Anchors	GGP Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA	Retail Percentage Leased
Fashion Show	Dillard's, Macy's, Macy's Mens, Neiman Marcus, Nordstrom, Saks Fifth Avenue	100	%	Las Vegas, NV	697,523	371,635	761,653	—	—	1,830,811	98.7	%
Four Seasons Town Centre	Dillard's, JCPenney	100	%	Greensboro, NC	436,002	429,969	212,047	—	—	1,078,018	92.0	%
Fox River Mall	JCPenney, Macy's, Sears, Target, Younkers	100	%	Appleton, WI	597,618	30,000	564,914	—	—	1,192,532	96.8	%
Glenbrook Square	JCPenney, Macy's, Sears, Carson's	100	%	Fort Wayne, IN	448,286	555,870	221,000	—	—	1,225,156	93.0	%
Governor's Square	Dillard's, JCPenney, Macy's, Sears	100	%	Tallahassee, FL	342,485	—	691,605	—	—	1,034,090	96.3	%
Grand Teton Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Idaho Falls, ID	212,785	323,925	—	93,274	—	629,984	89.2	%
Greenwood Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Bowling Green, KY	422,536	156,096	272,957	—	—	851,589	96.3	%
Hulen Mall	Dillard's, Macy's, Sears	100	%	Ft. Worth, TX	398,130	—	596,570	—	—	994,700	94.8	%
Jordan Creek Town Center	Dillard's, Younkers	100	%	West Des Moines, IA	748,176	—	349,760	253,033	—	1,350,969	97.0	%
Lakeside Mall	JCPenney, Lord & Taylor, Macy's, Macy's Mens & Home, Sears	100	%	Sterling Heights, MI	481,882	115,300	905,418	—	—	1,502,600	84.0	%
Lynnhaven Mall	Dillard's, JCPenney, Macy's	100	%	Virginia Beach, VA	598,986	150,434	380,958	—	—	1,130,378	97.8	%
Mall Of Louisiana	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears	100	%	Baton Rouge, LA	623,201	—	805,630	143,634	—	1,572,465	97.2	%
Mall St. Matthews	Dillard's, Dillard's Men's & Home, JCPenney	100	%	Louisville, KY	506,115	—	514,135	—	—	1,020,250	95.6	%
Market Place Shopping Center	Bergner's, JCPenney, Macy's	100	%	Champaign, IL	412,009	234,834	149,980	—	—	796,823	97.6	%
Mayfair	Boston Store, Macy's, Nordstrom	100	%	Wauwatosa (Milwaukee), WI	574,873	288,596	348,714	—	314,991	1,527,174	97.0	%
Meadows Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Las Vegas, NV	307,732	—	636,853	—	—	944,585	95.1	%
Mondawmin Mall		100	%	Baltimore, MD	385,200	—	—	—	65,352	450,552	98.5	%
Newgate Mall	Dillard's, Sears, Burlington Coat Factory	100	%	Ogden (Salt Lake City), UT	331,756	218,874	118,919	—	—	669,549	93.3	%
North Point Mall	Dillard's, JCPenney, Macy's, Sears, Von Maur	100	%	Alpharetta (Atlanta), GA	426,459	539,850	363,151	—	—	1,329,460	90.5	%
North Star Mall	Dillard's, JCPenney, Macy's, Saks Fifth Avenue	100	%	San Antonio, TX	517,054	207,196	522,126	—	—	1,246,376	98.9	%
Northridge Fashion Center	JCPenney, Macy's, Sears	100	%	Northridge (Los Angeles), CA	636,706	—	824,443	—	—	1,461,149	96.9	%



PORTFOLIO OPERATING METRICS Property Schedule As of March 31, 2015



Property Name	Anchors	GGP Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA	Retail Percentage Leased
Northtown Mall	JCPenney, Kohl's, Macy's, Sears	100	%	Spokane, WA	395,012	276,488	242,392	—	—	913,892	89.6	%
Oak View Mall	Dillard's, JCPenney, Sears, Younkers	100	%	Omaha, NE	255,978	149,326	454,860	—	—	860,164	86.4	%
Oakwood Center	Dillard's, JCPenney, Sears	100	%	Gretna, LA	397,160	—	514,028	—	—	911,188	97.1	%
Oakwood Mall	JCPenney, Macy's, Sears, Younkers	100	%	Eau Claire, WI	403,593	116,620	298,224	—	—	818,437	94.7	%
Oglethorpe Mall	Belk, JCPenney, Macy's, Sears	100	%	Savannah, GA	406,358	220,824	315,760	—	—	942,942	98.5	%
Oxmoor Center	Macy's, Sears, Von Maur	94	%	Louisville, KY	351,798	156,000	411,210	—	—	919,008	96.2	%
Paramus Park	Macy's, Sears	100	%	Paramus, NJ	306,712	169,634	289,423	—	—	765,769	95.8	%
Park City Center	The Bon Ton, Boscov's, JCPenney, Kohl's, Sears	100	%	Lancaster (Philadelphia), PA	541,649	514,917	384,980	—	3,268	1,444,814	90.4	%
Park Place	Dillard's, Macy's, Sears	100	%	Tucson, AZ	468,629	—	581,457	—	—	1,050,086	95.9	%
Peachtree Mall	Dillard's, JCPenney, Macy's	100	%	Columbus, GA	293,982	221,539	287,076	—	12,600	815,197	92.3	%
Pecanland Mall	Belk, Burlington Coat Factory, Dillard's, JCPenney, Sears	100	%	Monroe, LA	349,205	19,962	595,474	—	—	964,641	93.5	%
Pembroke Lakes Mall	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears	100	%	Pembroke Pines (Fort Lauderdale), FL	353,844	395,219	386,056	—	—	1,135,119	97.5	%
Pioneer Place		100	%	Portland, OR	348,862	—	—	—	287,625	636,487	92.2	%
Prince Kuhio Plaza	Macy's, Sears	100	%	Hilo, HI	308,700	124,547	61,873	—	—	495,120	93.3	%
Providence Place	JCPenney, Macy's, Nordstrom	94	%	Providence, RI	736,526	—	513,816	—	4,304	1,254,646	96.5	%
Provo Towne Centre	Dillard's, JCPenney, Sears	75	%	Provo, UT	300,303	285,479	206,240	—	—	792,022	86.9	%
Quail Springs Mall	Dillard's, JCPenney, Macy's, Von Maur	100	%	Oklahoma City, OK	451,292	160,000	505,596	—	—	1,116,888	91.1	%
Red Cliffs Mall	Dillard's, JCPenney, Sears	100	%	St. George, UT	150,019	235,031	—	57,304	—	442,354	99.0	%
Ridgedale Center	JCPenney, Macy's, Sears,	100	%	Minnetonka, MN	278,410	205,072	719,531	—	—	1,203,013	96.0	%
River Hills Mall	Herberger's, JCPenney, Sears, Target	100	%	Mankato, MN	352,509	189,559	174,383	—	—	716,451	93.9	%
Rivertown Crossings	JCPenney, Kohl's, Macy's, Sears, Younkers	100	%	Grandville (Grand Rapids), MI	631,329	—	635,625	—	—	1,266,954	96.0	%



PORTFOLIO OPERATING METRICS Property Schedule As of March 31, 2015



Property Name	Anchors	GGP Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA	Retail Percentage Leased
Rogue Valley Mall	JCPenney, Kohl's, Macy's, Macy's Home Store	100	%	Medford (Portland), OR	279,927	170,625	186,359	—	—	636,911	82.6	%
Sooner Mall	Dillard's, JCPenney, Sears	100	%	Norman, OK	221,070	129,823	137,082	—	—	487,975	99.7	%
Spokane Valley Mall	JCPenney, Macy's, Sears	75	%	Spokane, WA	352,048	126,243	251,366	138,002	—	867,659	94.3	%
Staten Island Mall	Macy's, Sears, JCPenney	100	%	Staten Island, NY	530,908	190,441	466,922	77,035	—	1,265,306	98.5	%
Stonestown Galleria	Macy's, Nordstrom	100	%	San Francisco, CA	406,848	160,505	267,788	—	—	835,141	97.8	%
The Crossroads	Burlington Coat Factory, JCPenney, Macy's, Sears	100	%	Portage (Kalamazoo), MI	266,322	—	502,961	—	—	769,283	90.6	%
The Gallery At Harborplace		100	%	Baltimore, MD	131,463	—	—	—	283,321	414,784	83.0	%
The Maine Mall	The Bon Ton, JCPenney, Macy's, Sears	100	%	South Portland, ME	506,311	120,844	377,662	—	600	1,005,417	98.6	%
The Mall In Columbia	JCPenney, Lord & Taylor, Macy's, Nordstrom, Sears	100	%	Columbia, MD	634,220	351,168	449,000	—	—	1,434,388	99.6	%
The Oaks Mall	Belk, Dillard's, JCPenney, Macy's, Sears	100	%	Gainesville, FL	348,096	233,367	324,500	—	—	905,963	93.5	%
The Parks At Arlington	Dillard's, JCPenney, Macy's, Sears	100	%	Arlington (Dallas), TX	761,440	—	748,945	—	—	1,510,385	96.8	%
The Shoppes At Buckland Hills	JCPenney, Macy's, Macy's Mens & Home, Sears	100	%	Manchester, CT	559,860	—	512,611	—	—	1,072,471	93.6	%
The Shops At Fallen Timbers	Dillard's, JCPenney	100	%	Maumee, OH	344,473	—	261,502	—	—	605,975	96.1	%
The Shops at La Cantera	Dillard's, Macy's, Neiman Marcus, Nordstrom	75	%	San Antonio, TX	617,848	—	627,597	—	69,388	1,314,833	97.9	%
The Streets At Southpoint	Hudson Belk, JCPenney, Macy's, Nordstrom, Sears	94	%	Durham, NC	608,367	—	726,347	—	—	1,334,714	97.5	%
The Woodlands Mall	Dillard's, JCPenney, Macy's, Nordstrom	100	%	Woodlands (Houston), TX	624,974	—	713,438	—	38,905	1,377,317	97.9	%
Town East Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Mesquite (Dallas), TX	413,405	—	809,386	—	—	1,222,791	97.8	%
Tucson Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Tucson, AZ	609,488	—	641,458	27,305	—	1,278,251	93.0	%
Tysons Galleria	Macy's, Neiman Marcus, Saks Fifth Avenue	100	%	McLean (Washington, D.C.), VA	309,768	—	511,933	—	—	821,701	91.6	%
Valley Plaza Mall	JCPenney, Macy's, Sears, Target	100	%	Bakersfield, CA	520,721	364,792	292,176	—	—	1,177,689	98.0	%
Visalia Mall	JCPenney, Macy's	100	%	Visalia, CA	173,889	257,000	—	—	—	430,889	95.8	%
Westlake Center		100	%	Seattle, WA	108,903	—	—	—	—	108,903	95.2	%



PORTFOLIO OPERATING METRICS Property Schedule As of March 31, 2015



Property Name	Anchors	GGP Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA	Retail Percentage Leased
Westroads Mall	JCPenney, Von Maur, Younkers	100	%	Omaha, NE	517,825	—	529,036	—	—	1,046,861	97.9	%
White Marsh Mall	JCPenney, Macy's, Macy's Home Store, Sears, Boscov's	100	%	Baltimore, MD	437,937	257,345	466,010	—	—	1,161,292	94.3	%
Willowbrook	Bloomingdale's, Lord & Taylor, Macy's, Sears	100	%	Wayne, NJ	489,740	2,060	1,028,000	—	—	1,519,800	97.9	%
Woodbridge Center	Boscov's, JCPenney, Lord & Taylor, Macy's, Sears	100	%	Woodbridge, NJ	650,480	455,739	560,935	—	—	1,667,154	95.3	%
Total Consolidated Retail Properties				Count: 88	37,188,386	13,235,149	34,835,395	1,196,051	1,164,180	87,619,161	95.6	%


Unconsolidated Retail Properties
Ala Moana Center ¹	Macy's, Neiman Marcus, Nordstrom, Bloomingdale's	75	%	Honolulu, HI	955,589	849,735	—	14,042	362,708	2,182,074	96.3	%
Alderwood	JCPenney, Macy's, Nordstrom, Sears	50	%	Lynnwood (Seattle), WA	576,509	177,679	528,219	39,096	—	1,321,503	96.6	%
Altamonte Mall	Dillard's, JCPenney, Macy's, Sears	50	%	Altamonte Springs (Orlando), FL	482,921	158,658	519,890	—	—	1,161,469	96.7	%
Bayside Marketplace		51	%	Miami, FL	217,274	—	—	—	1,103	218,377	97.2	%
Bridgewater Commons	Bloomingdale's, Lord & Taylor, Macy's	35	%	Bridgewater, NJ	396,017	150,525	352,351	88,784	—	987,677	96.2	%
Carolina Place	Belk, Dillard's, JCPenney, Macy's, Sears	50	%	Pineville (Charlotte), NC	386,417	277,404	496,098	—	—	1,159,919	94.7	%
Christiana Mall	JCPenney, Macy's, Nordstrom, Target	50	%	Newark, DE	625,697	—	641,312	—	—	1,267,009	99.9	%
Clackamas Town Center	JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears	50	%	Happy Valley, OR	631,276	—	774,842	—	—	1,406,118	98.8	%
First Colony Mall	Dillard's, Dillard's Men's & Home, JCPenney, Macy's	50	%	Sugar Land, TX	506,290	—	619,048	—	—	1,125,338	98.2	%
Florence Mall	JCPenney, Macy's, Macy's Home Store, Sears	50	%	Florence (Cincinnati, OH), KY	388,688	—	552,407	—	—	941,095	86.7	%
Galleria At Tyler	JCPenney, Macy's, Nordstrom	50	%	Riverside, CA	544,747	—	468,208	—	—	1,012,955	97.6	%
Glendale Galleria	Bloomingdale's, JCPenney, Macy's, Target	50	%	Glendale, CA	504,240	305,000	525,000	—	136,588	1,470,828	95.2	%
Kenwood Towne Centre ²	Dillard's, Macy's, Nordstrom	50	%	Cincinnati, OH	520,148	240,656	400,665	—	—	1,161,469	98.4	%
Mizner Park	Lord & Taylor	47	%	Boca Raton, FL	178,150	79,822	—	—	264,199	522,171	92.2	%
Natick Mall	JCPenney, Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom	50	%	Natick (Boston), MA	747,518	389,280	558,370	—	—	1,695,168	95.8	%



PORTFOLIO OPERATING METRICS Property Schedule As of March 31, 2015



Property Name	Anchors	GGP Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA	Retail Percentage Leased
Neshaminy Mall	Boscov's, Macy's, Sears	50	%	Bensalem, PA	413,850	188,394	418,595	—	—	1,020,839	96.7	%
Northbrook Court	Lord & Taylor, Macy's, Neiman Marcus	50	%	Northbrook (Chicago), IL	477,651	126,000	410,277	—	—	1,013,928	94.6	%
Oakbrook Center	Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears	48	%	Oak Brook (Chicago), IL	875,165	606,081	467,863	—	239,270	2,188,379	95.4	%
Otay Ranch Town Center	Macy's	50	%	Chula Vista (San Diego), CA	498,223	—	140,000	—	—	638,223	94.5	%
Park Meadows	Dillard's, JCPenney, Macy's, Nordstrom	35	%	Lone Tree, CO	757,132	—	823,000	—	—	1,580,132	98.6	%
Perimeter Mall	Dillard's, Macy's, Nordstrom, Von Maur	50	%	Atlanta, GA	504,668	222,056	831,218	—	—	1,557,942	97.7	%
Pinnacle Hills Promenade	Dillard's, JCPenney	50	%	Rogers, AR	359,081	98,540	162,140	304,505	51,903	976,169	95.3	%
Plaza Frontenac	Neiman Marcus, Saks Fifth Avenue	55	%	St. Louis, MO	224,509	125,669	135,044	—	—	485,222	99.7	%
Riverchase Galleria	Belk, JCPenney, Macy's, Sears, Von Maur	50	%	Hoover (Birmingham), AL	562,984	330,032	610,026	—	—	1,503,042	93.2	%
Saint Louis Galleria ¹	Dillard's, Macy's, Nordstrom	74	%	St. Louis, MO	459,171	—	714,052	—	—	1,173,223	93.7	%
Stonebriar Centre	Dillard's, JCPenney, Macy's, Nordstrom, Sears	50	%	Frisco (Dallas), TX	846,057	162,018	703,174	—	—	1,711,249	98.9	%
The Grand Canal Shoppes	Barneys New York	50	%	Las Vegas, NV	645,378	84,743	—	—	34,414	764,535	95.3	%
The Shoppes At River Crossing	Belk, Dillard's	50	%	Macon, GA	377,533	—	333,219	—	—	710,752	95.5	%
Towson Town Center	Macy's, Nordstrom	35	%	Towson, MD	602,844	—	419,129	—	—	1,021,973	97.1	%
One Union Square ³		50	%	San Francisco, CA	22,492	—	—	—	19,507	41,999	100.0	%
One Stockton Street ³		50	%	San Francisco, CA	16,987	—	—	—	—	16,987	100.0	%
Village Of Merrick Park	Neiman Marcus, Nordstrom	55	%	Coral Gables, FL	408,287	—	330,000	—	101,263	839,550	95.4	%
Water Tower Place	Macy's	47	%	Chicago, IL	407,458	296,128	—	—	88,809	792,395	97.7	%
Whaler's Village		50	%	Lahaina, HI	104,740	—	—	—	—	104,740	92.7	%
Willowbrook Mall	Dillard's, JCPenney, Macy's, Macy's Mens, Sears	50	%	Houston, TX	459,607	—	984,372	—	—	1,443,979	96.8	%
Total Unconsolidated Retail Properties				Count: 35	16,685,298	4,868,420	13,918,519	446,427	1,299,764	37,218,428	96.3	%
Total Same Store Retail Properties ⁴				Count: 123	53,873,684	18,103,569	48,753,914	1,642,478	2,463,944	124,837,589	95.8	%



PORTFOLIO OPERATING METRICS Property Schedule As of March 31, 2015



Property Name	Anchors	GGP Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA	Retail Percentage Leased

Non-Same Store Retail Properties
Southwest Plaza ⁵	Dillard's, JCPenney, Macy's, Sears	100	%	Littleton, CO	426,717	34,545	541,851	—	64,817	1,067,930	94.9	%
The Shops at Bravern	Neiman Marcus	40	%	Bellevue, WA	129,613	124,637	—	—	—	254,250	84.6	%
522 Fifth Avenue		10	%	New York, NY	7,978	—	—	—	—	7,978	100.0	%
530 Fifth Avenue		50	%	New York, NY	57,720	—	—	—	—	57,720	54.1	%
685 Fifth Avenue		50	%	New York, NY	26,311	—	—	—	94,812	121,123	—	%
Miami Design District ⁶		13	%	Miami, FL	538,185	—	—	—	87,945	626,130	55.4	%
Total Retail Properties				Count: 129	55,060,208	18,262,751	49,295,765	1,642,478	2,711,518	126,972,720	95.3	%

Non-Same Store Strip Centers & Other Retail
Lake Mead & Buffalo ⁷		50	%	Las Vegas, NV	64,991	—	—	85,957	—	150,948	95.8	%
Lockport Mall		100	%	Lockport, NY	—	—	—	9,114	—	9,114	100.0	%
Shopping Leblon		35	%	Rio de Janeiro, Brazil	249,343	—	—	—	—	249,343	98.5	%
Owings Mills Mall ⁸	JCPenney, Macy's	51	%	Owings Mills, MD	438,582	340,000	307,037	—	—	1,085,619	33.6	%
Total Non-Same Store Strip Centers & Other Retail				Count: 4	752,916	340,000	307,037	95,071	—	1,495,024	64.5	%


1.	Ownership is substantially more than 50% but management decisions are decided by the joint venture and the entity is unconsolidated for reporting purposes.


2.	Ownership percentage includes retained debt of $91.8 million.


3.	One Union Square and One Stockton Street were previously presented as one property, Union Square.


4.	Refer to page 16 (Key Operating Performance Indicators).


5.	Southwest Plaza is currently under redevelopment


6.	Investment is considered cost method for reporting purposes and is reflected in prepaid and other assets in our proportionate balance sheet.


7.	Third party managed strip center.


8.	The Owings Mills Mall space is currently de-leased in preparation for future opportunities.

Miscellaneous



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



	March 31, 2015

Closing common stock price per share	$	29.55
52 Week High¹	31.70
52 Week Low¹	21.73

Portfolio Net Debt, At Share
Portfolio Debt
Fixed	$	16,020,246
Variable	3,033,369
Total Portfolio Debt	19,053,615
Less: Cash and Cash Equivalents	(319,462		)
Portfolio Net Debt	$	18,734,153

Portfolio Capitalization Data
Portfolio Net Debt	$	18,734,153
Preferred Securities:
Convertible Preferred Units at 6.50%	26,637
Convertible Preferred Units at 7.00%	25,133
Convertible Preferred Units at 8.50%	116,966
Preferred Stock at 6.375%	250,000
Other Preferred Stock	360
Total Preferred Securities	$	419,096

Common stock and Operating Partnership units outstanding at end of period²	$	26,377,542
Total Market Capitalization at end of period	$	45,530,791


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 1.0397624 multiplied by the closing share price.



MISCELLANEOUS Change in Total Common and Equivalent Shares



Rollforward of Shares to March 31, 2015	Long Term Incentive Plan Common 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, 2014	—	4,625		884,912	889,537
Common Unit Cash Conversion	—	(14	)	—	(14	)
DRIP	—	—		4	4
Issuance of stock for restricted stock grants, net of forfeitures and stock options exercised	1,666	—		1,178	2,844
Issuance of stock for employee stock purchase program	—	—		21	21
Common Shares and OP Units Outstanding at March 31, 2015	1,666	4,611		886,115	892,392

Common Shares issuable assuming exercise of warrants ¹				60,595
Common Shares issuable assuming exercise of in-the-money stock options ²				7,706
Common Shares issuable assuming exchange of OP Units				6,526
Diluted Common Shares and OP Units Outstanding at March 31, 2015				960,942



	Three Months Ended
	March 31, 2015	March 31, 2014
	(In thousands)
Weighted average number of company shares outstanding	885,462	896,257
Weighted average number of stock options ³	8,115	3,977
Weighted average number of GAAP dilutive warrants	60,855	47,737
Diluted weighted average number of Company shares outstanding - GAAP EPS	954,432	947,971

Weighted average number of common units	4,799	4,834
Weighted average number of LTIP Units	1,257	—
Diluted weighted average number of Company shares outstanding - FFO/Company FFO	960,488	952,805


1.	GGP has 73.9 million warrants outstanding convertible to 1.1816 Common Shares with a weighted average exercise price of $9.0521, 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 December 15, 2014 ⁴		Impact of settling warrants via net share settlement⁵
57,500,000	$9.0991	Nov 9, 2017	Reduces exercise price to $9.0991	Increases number of Common shares per warrant to 1.1816	Net share: 67,942,000 x [29.55 - 9.0991] /29.55 = 47,021,152 shares delivered
16,428,571	$8.8875	Nov 9, 2017	Reduces exercise price to $8.8875	Increases number of Common shares per warrant to 1.1816	Net share: 19,411,999 x [29.55 - 8.9437] /29.55 = 13,573,619 shares delivered
73,928,571	$9.0521				60,594,771 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 2015 and 2014.


4.	Based on dividend of $0.17 per share issued to stockholders of record on December 15, 2014.


5.	Based on stock price of $29.55 on March 31, 2015.



MISCELLANEOUS Development Summary



Property	Description	Ownership %	GGP's Total Projected Share of Cost		GGP's Investment to Date ¹		Expected Return on Investment ²	Expected Project Opening
Major Development Summary (in millions, at share unless otherwise noted)

Open
	Total Open Projects	Various	$	430.1	$	406.9	12%

Under Construction
Mayfair Mall ³	Nordstrom	100%	72.3		41.0		6-8%	Q4 2015
Wauwatosa, WI

Ridgedale Center ³	Nordstrom, Macy's Expansion, New Inline GLA and renovation	100%	106.2		68.1		8-9%	Q4 2015
Minnetonka, MN

Southwest Plaza	Redevelopment	100%	72.6		29.7		9-10%	Q4 2015
Littleton, CO

Ala Moana Center ⁴	Demolish existing Sears store and expand mall, adding anchor, box and inline tenants, reconfigure center court	62.5%	358.3		273.9		9-10%	Q4 2015
Honolulu, HI	box and inline tenants, reconfigure center court

Baybrook Mall	Expansion	53%	90.5		31.9		9-10%	Q4 2015
Friendswood, TX

Other Projects	Redevelopment projects at various malls	N/A	280.5		79.4		8-9%	Various
Various Malls

	Total Projects Under Construction		$	980.4	$	524.0	8-10%



MISCELLANEOUS Development Summary



Property	Description	Ownership %	GGP's Total Projected Share of Cost		GGP's Investment to Date ¹		Expected Return on Investment ²	Expected Project Opening
Major Development Summary (in millions, at share unless otherwise noted)

Projects in Pipeline
Staten Island Mall	Expansion	100%	180.0		5.3		8-9%	TBD
Staten Island, NY

New Mall Development	Ground up mall development	100%	285.0		38.4		8-10%	TBD
Norwalk, CT

Ala Moana Center ⁴	Nordstrom box repositioning	62.5%	53.1		4.2		9-10%	TBD
Honolulu, HI

Other Projects	Redevelopment projects at various malls	N/A	215.2		5.7		8-9%	TBD
Various Malls

	Total Projects in Pipeline		$	733.3	$	53.6	8-10%

	Total Development Summary		$	2,143.8	$	984.5	9-11%


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


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


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


4.	The Ala Moana estimated project costs are $573 million and $85 million at 100% consistent with prior quarters. The at share amounts are adjusted to reflect the additional 12.5% interest sold on April 10, 2015.



MISCELLANEOUS Capital Expenditures



Expenditures ($ in thousands)

	Three Months Ended		Three Months Ended
	March 31, 2015		March 31, 2014

Capital expenditures ¹	$	34,898	$	33,698
Tenant allowances and capitalized leasing costs ²	41,772		32,079
Total	$	76,670	$	65,777


1.	Reflects only non-tenant operating capital expenditures.


2.	Reflects tenant allowances on current operating properties.



MISCELLANEOUS Corporate Information



Reporting Calendar
Results for year end will be announced according to the following approximate schedule:
	Quarter	Earnings Release Date	Earnings Call Date
	Q2 2015	July 27, 2015	July 28, 2015



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	Q1 2015	February 19, 2015	April 15, 2015	April 30, 2015	$0.1700
Common Stock	Q4 2014	November 14, 2014	December 15, 2014	January 2, 2015	$0.1700
Common Stock	Q3 2014	August 12, 2014	October 15, 2014	October 31, 2014	$0.1600
Common Stock	Q2 2014	May 15, 2014	July 15, 2014	July 31, 2014	$0.1500
Common Stock	Q1 2014	February 26, 2014	April 15, 2014	April 30, 2014	$0.1500
Series A Preferred Stock	Q1 2015	February 19, 2015	March 16, 2015	April 1, 2015	$0.3984
Series A Preferred Stock	Q4 2014	November 14, 2014	December 15, 2014	January 2, 2015	$0.3984
Series A Preferred Stock	Q3 2014	August 12, 2014	September 15, 2014	October 1, 2014	$0.3984
Series A Preferred Stock	Q2 2014	May 15, 2014	June 16, 2014	July 1, 2014	$0.3984
Series A Preferred Stock	Q1 2014	February 26, 2014	March 17, 2014	April 1, 2014	$0.3984



Investor Relations				Transfer Agent

Kevin Berry				American Stock Transfer & Trust Company, LLC
Vice President, Investor 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



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.
Same Store NOI		Company NOI that excludes the periodic effects of acquisitions of new properties, reductions in ownership as a result of sales or other transactions, and certain redevelopments and other properties.
Non-Same Store		Includes the periodic effects of acquisitions of new properties, reductions in ownership as a result of sales or other transactions, and certain redevelopment and other properties.
Company NOI		Same Store NOI plus Non-Same Store NOI. Excludes 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		Reduction 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.
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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