FORM 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

the Securities Act of 1934

Date of Report (Date of Earliest Event Reported)

August 3, 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 August 3, 2015, General Growth Properties, Inc. (“GGP”) issued a press release describing its results of operations for the three and six months ended June 30, 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 August 3, 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 and six months ended June 30, 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 Second Quarter 2015 Results” dated August 3, 2015 (furnished herewith).


99.2	Certain GGP supplemental financial information regarding its operations for the three and six months ended June 30, 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: August 3, 2015

EXHIBIT INDEX



Exhibit Number	Name
99.1	Press release titled “GGP Reports Second Quarter 2015 Results” dated August 3, 2015 (furnished herewith).
99.2	Certain GGP supplemental financial information regarding its operations for the three and six months ended June 30, 2015 (furnished herewith).

Exhibit 99.1GGP 6.30.15 8K

GGP REPORTS SECOND QUARTER 2015 RESULTS

Chicago, Illinois, August 3, 2015 - General Growth Properties, Inc. (the “Company” or “GGP”) (NYSE: GGP) today reported results for the three and six months ended June 30, 2015.

Financial Results

For the Three Months Ended June 30, 2015

Comparable net operating income (“Same Store NOI”) increased 3.6% to $543 million from $524 million in the prior year period.

Company earnings before interest, taxes, depreciation and amortization (“Company EBITDA”) increased 4.9% to $508 million from $485 million in the prior year period.

Company funds from operations (“Company FFO”) per share increased 5.5% to $0.33 per diluted share from $0.31 per diluted share in the prior year period. Company FFO increased 7.1% to $319 million from $298 million in the prior year period.

Net income attributable to common stockholders, which is impacted primarily by depreciation expense and unconsolidated real estate affiliates- gain on investment, was $418 million, or $0.44 per diluted share, as compared to net income of $170 million, or $0.18 per diluted share, in the prior year period.

For the Six Months Ended June 30, 2015

Same Store NOI increased 3.5% to $1.08 billion from $1.04 billion in the prior year period.

Company EBITDA increased 4.6% to $1.00 billion from $960 million in the prior year period.

Company FFO per share increased 5.3% to $0.65 per diluted share from $0.62 per diluted share in the prior year period. Company FFO increased 6.4% to $628 million from $590 million in the prior year period.

Net income attributable to common stockholders, which is impacted primarily by depreciation expense, gain from changes in control of investment properties and unconsolidated real estate affiliates- gain on investment was $1.05 billion, or $1.10 per diluted share, as compared to net income of $294 million, or $0.31 per diluted share, in the prior year period.

Operational Highlights


•	Same Store leased percentage was 96.0% at quarter end.


•	Initial rental rates for signed leases that have commenced in the trailing 12 months on a suite-to-suite basis increased 10.4%, or $5.88 per square foot, to $62.30 per square foot when compared to the rental rate for expiring leases.


•	Tenant sales (all less anchors) increased 3.4% to $20.5 billion on a trailing 12-month basis. Tenant sales (<10,000 square feet) increased 5.6% to $595 per square foot on a trailing 12-month basis.

Investment Activities

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 gross 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 10, 2015, GGP sold a 12.5% interest in Ala Moana Center for net proceeds of $454 million. GGP received $335 million at closing and will receive the remaining proceeds of $119 million in late 2016 after completion of the redevelopment.

On April 17, 2015, GGP acquired the Crown Building located at 730 Fifth Avenue in New York City for a gross purchase price of $1.8 billion which was funded with $1.25 billion of secured debt. GGP and Jeff Sutton jointly own and will redevelop, lease and manage the retail portion of the property which is $1.3 billion of the purchase price. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower which is $475 million of the purchase price. The office tower will be redeveloped into luxury residential condominiums. GGP’s share of the retail property purchase price is $650 million, and GGP’s share of equity is $209 million. In connection with the acquisition, GGP provided $204 million in loans to our joint venture partners.

On April 27, 2015, GGP sold the office portion of 200 Lafayette in New York City for gross purchase price of approximately $125 million and received net proceeds of $49 million.

On July 7, 2015, GGP purchased 1,125,760 shares of Seritage Growth Properties common stock at $29.58 per share for a total of $33.3 million.

Development

The Company has development and redevelopment activities totaling approximately $2.1 billion at share, of which projects totaling approximately $442 million have opened, $1.0 billion is under construction, and $657 million is in the pipeline.

Financing Activities

Property-Level Debt

During the three months ended June 30, 2015, the Company obtained $705 million ($440 million at share) of new fixed rate debt with a weighted average term to maturity of 11.2 years and a weighted average interest rate of 3.6%. The Company repaid $465 million ($305 million at share) of fixed rate debt. The debt had a weighted-average remaining term-to-maturity of 0.2 years, and a weighted-average interest rate of 6.4%.

Dividends

On May 21, 2015, the Company’s Board of Directors declared a second quarter common stock dividend of $0.17 per share paid on July 31, 2015, to stockholders of record on July 15, 2015, representing an increase of $0.02 per share or 13% growth over the dividend declared in second 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 paid on July 1, 2015, to stockholders of record on June 15, 2015.

Guidance

Company FFO for the year ending December 31, 2015 is expected to be $1.41 to $1.45 per diluted share. Company FFO for the third and fourth quarters of 2015 is expected to be $0.34 to $0.36 per diluted share and $0.41 to $0.43 per diluted share, respectively. 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 September 30, 2015						For the three months ending December 31, 2015
	Low			High			Low			High			Low			High

Company FFO per diluted share	$	1.41		$	1.45		$	0.34		$	0.36		$	0.41		$	0.43
Adjustments (1)	(0.08		)	(0.08		)	(0.01)			(0.01		)	(0.01		)	(0.01		)
FFO	1.33			1.37			0.33			0.35			0.40			0.42
Depreciation, including share of joint ventures	(0.88		)	(0.88		)	(0.21		)	(0.21		)	(0.21		)	(0.21		)
Gains on sale of investments and other (2)	0.96			0.96			—			—			—			—
Net income attributable to common stockholders	1.41			1.45			0.12			0.14			0.19			0.21
Preferred stock dividends	0.02			0.02			—			—			—			—
Net income attributable to GGP	$	1.43		$	1.47		$	0.12		$	0.14		$	0.19		$	0.21


(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, August 4, 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 62940731.

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.

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

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

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

Funds From Operations (“FFO”) and Company FFO

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

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

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

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

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



FINANCIAL STATEMENTS

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

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



FINANCIAL STATEMENTS

Consolidated Balance Sheets (In thousands)

	June 30, 2015			December 31, 2014

Assets:
Investment in real estate:
Land	$	3,639,215		$	4,244,607
Buildings and equipment	16,230,577			18,028,844
Less accumulated depreciation	(2,252,254		)	(2,280,845		)
Construction in progress	383,399			703,859
Net property and equipment	18,000,937			20,696,465
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,488,329			2,604,762
Net investment in real estate	21,489,266			23,301,227
Cash and cash equivalents	175,393			372,471
Accounts and notes receivable, net	823,704			663,768
Deferred expenses, net	172,940			184,491
Prepaid expenses and other assets	914,927			813,777
Total assets	$	23,576,230		$	25,335,734
Liabilities:
Mortgages, notes and loans payable	$	13,756,412		$	15,998,289
Investment in Unconsolidated Real Estate Affiliates	36,721			35,598
Accounts payable and accrued expenses	719,545			934,897
Dividend payable	157,901			154,694
Deferred tax liabilities	9,443			21,240
Junior Subordinated Notes	206,200			206,200
Total liabilities	14,886,222			17,350,918
Redeemable noncontrolling interests:
Preferred	153,339			164,031
Common	123,028			135,265
Total redeemable noncontrolling interests	276,367			299,296
Equity:
Preferred stock	242,042			242,042
Stockholders' equity	8,136,473			7,363,877
Noncontrolling interests in consolidated real estate affiliates	27,776			79,601
Noncontrolling interests related to Long-Term Incentive Plan Common Units	7,350			—
Total equity	8,413,641			7,685,520
Total liabilities, redeemable noncontrolling interests and equity	$	23,576,230		$	25,335,734



PROPORTIONATE FINANCIAL STATEMENTS



Company NOI, EBITDA and FFO For the Three Months Ended June 30, 2015 and 2014 (In thousands)
	Three Months Ended June 30, 2015																					Three Months Ended June 30, 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	$	361,556		$	(4,106	)	$	127,484		$	(884	)	$	484,050		$	3,418		$	487,468		$	385,011		$	(4,659	)	$	101,223		$	(14,483	)	$	467,092		$	4,691		$	471,783
Tenant recoveries	168,043			(1,806		)	56,073			(314		)	221,996			—			221,996			185,064			(2,042		)	42,299			(6,602		)	218,719			—			218,719
Overage rents	3,485			(58		)	2,902			(10		)	6,319			—			6,319			5,388			(48		)	2,063			(684		)	6,719			—			6,719
Other revenue	20,157			(294		)	6,144			(16		)	25,991			—			25,991			18,759			(406		)	3,306			(1,246		)	20,413			—			20,413
Total property revenues	553,241			(6,264		)	192,603			(1,224		)	738,356			3,418			741,774			594,222			(7,155		)	148,891			(23,015		)	712,943			4,691			717,634
Property operating expenses:
Real estate taxes	56,496			(912		)	17,830			(138		)	73,276			(1,490		)	71,786			58,342			(764		)	13,145			(1,236		)	69,487			(1,490		)	67,997
Property maintenance costs	12,903			(102		)	5,176			(28		)	17,949			—			17,949			14,135			(125		)	3,995			(587		)	17,418			—			17,418
Marketing	3,710			(48		)	2,069			(12		)	5,719			—			5,719			4,960			(56		)	1,574			(365		)	6,113			—			6,113
Other property operating costs	72,471			(707		)	25,745			(148		)	97,361			(1,018		)	96,343			81,937			(998		)	19,893			(3,358		)	97,474			(1,025		)	96,449
Provision for doubtful accounts	1,306			(5		)	463			—			1,764			—			1,764			2,713			(36		)	68			25			2,770			—			2,770
Total property operating expenses	146,886			(1,774		)	51,283			(326		)	196,069			(2,508		)	193,561			162,087			(1,979		)	38,675			(5,521		)	193,262			(2,515		)	190,747
NOI	$	406,355		$	(4,490	)	$	141,320		$	(898	)	$	542,287		$	5,926		$	548,213		$	432,135		$	(5,176	)	$	110,216		$	(17,494	)	$	519,681		$	7,206		$	526,887
Management fees and other corporate revenues	26,731			—			—			—			26,731			—			26,731			17,717			—			—			—			17,717			—			17,717
Property management and other costs	(40,369		)	170			(7,825		)	14			(48,010		)	—			(48,010		)	(40,013		)	158			(6,852		)	64			(46,643		)	—			(46,643		)
General and administrative	(12,322		)	—			(6,131		)	—			(18,453		)	—			(18,453		)	(28,232		)	—			(2,626		)	—			(30,858		)	17,854			(13,004		)
EBITDA	$	380,395		$	(4,320	)	$	127,364		$	(884	)	$	502,555		$	5,926		$	508,481		$	381,607		$	(5,018	)	$	100,738		$	(17,430	)	$	459,897		$	25,060		$	484,957
Depreciation on non-income producing assets	(2,901		)	—			—			—			(2,901		)	—			(2,901		)	(3,801		)	—			—			—			(3,801		)	—			(3,801		)
Interest and dividend income	12,843			387			588			—			13,818			(205		)	13,613			4,856			773			487			—			6,116			(75		)	6,041
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	(57		)	—			496			—			439			(439		)	—			(695		)	(97		)	375			(16		)	(433		)	433			—
Write-off of mark-to-market adjustments on extinguished debt	1,520			(136		)	—			—			1,384			(1,384		)	—			(2,451		)	—			—			—			(2,451		)	2,451			—
Interest on existing debt	(144,210		)	1,652			(54,377		)	456			(196,479		)	—			(196,479		)	(171,972		)	1,907			(35,760		)	4,541			(201,284		)	—			(201,284		)
Gain (loss) on foreign currency	1,463			—			—			—			1,463			(1,463		)	—			3,772			—			—			—			3,772			(3,772		)	—
(Provision for) benefit from income taxes	(74		)	—			(61		)	—			(135		)	1,818			1,683			(3,944		)	19			(51		)	—			(3,976		)	1,492			(2,484		)
FFO from sold interests	—			—			—			428			428			(58		)	370			7,134			—			258			12,905			20,297			43			20,340
	242,763			(2,417		)	74,010			—			314,356			4,195			318,551			208,290			(2,416		)	66,047			—			271,921			25,632			297,553
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests	71,593			2,417			(74,010		)	—			—			—			—			63,631			2,416			(66,047		)	—			—			—			—
FFO	$	314,356		$	—		$	—		$	—		$	314,356		$	4,195		$	318,551		$	271,921		$	—		$	—		$	—		$	271,921		$	25,632		$	297,553

Company FFO per diluted share																			$	0.33																				$	0.31



PROPORTIONATE FINANCIAL STATEMENTS



Company NOI, EBITDA and FFO For the Six Months Ended June 30, 2015 and 2014 (In thousands)
	Six Months Ended June 30, 2015																					Six Months Ended June 30, 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	$	735,669		$	(8,196	)	$	236,191		$	(9,554	)	$	954,110		$	20,963		$	975,073		$	774,263		$	(8,231	)	$	188,863		$	(31,983	)	$	922,912		$	20,501		$	943,413
Tenant recoveries	345,525			(3,486		)	105,625			(5,050		)	442,614			—			442,614			366,530			(3,343		)	84,719			(13,976		)	433,930			—			433,930
Overage rents	12,300			(119		)	5,907			(452		)	17,636			—			17,636			15,209			(116		)	4,317			(1,685		)	17,725			—			17,725
Other revenue	34,804			(543		)	12,007			(364		)	45,904			—			45,904			44,418			(500		)	6,514			(2,630		)	47,802			—			47,802
Total property revenues	1,128,298			(12,344		)	359,730			(15,420		)	1,460,264			20,963			1,481,227			1,200,420			(12,190		)	284,413			(50,274		)	1,422,369			20,501			1,442,870
Property operating expenses:
Real estate taxes	112,483			(1,635		)	31,211			(1,141		)	140,918			(2,979		)	137,939			115,258			(1,320		)	26,680			(2,767		)	137,851			(2,979		)	134,872
Property maintenance costs	32,784			(226		)	11,296			(314		)	43,540			—			43,540			35,559			(226		)	9,525			(1,330		)	43,528			—			43,528
Marketing	8,418			(90		)	4,114			(336		)	12,106			—			12,106			10,764			(113		)	3,324			(861		)	13,114			—			13,114
Other property operating costs	148,767			(1,463		)	49,299			(1,748		)	194,855			(2,038		)	192,817			167,603			(1,519		)	40,371			(7,491		)	198,964			(2,051		)	196,913
Provision for doubtful accounts	4,577			(29		)	2,015			(50		)	6,513			—			6,513			4,855			(35		)	507			(109		)	5,218			—			5,218
Total property operating expenses	307,029			(3,443		)	97,935			(3,589		)	397,932			(5,017		)	392,915			334,039			(3,213		)	80,407			(12,558		)	398,675			(5,030		)	393,645
NOI	$	821,269		$	(8,901	)	$	261,795		$	(11,831	)	$	1,062,332		$	25,980		$	1,088,312		$	866,381		$	(8,977	)	$	204,006		$	(37,716	)	$	1,023,694		$	25,531		$	1,049,225
Management fees and other corporate revenues	45,817			—			—			—			45,817			—			45,817			34,403			—			—			—			34,403			—			34,403
Property management and other costs	(83,162		)	353			(15,412		)	118			(98,103		)	—			(98,103		)	(84,963		)	322			(13,846		)	144			(98,343		)	—			(98,343		)
General and administrative	(24,769		)	—			(6,646		)	—			(31,415		)	—			(31,415		)	(39,831		)	2			(2,829		)	—			(42,658		)	17,854			(24,804		)
EBITDA	$	759,155		$	(8,548	)	$	239,737		$	(11,713	)	$	978,631		$	25,980		$	1,004,611		$	775,990		$	(8,653	)	$	187,331		$	(37,572	)	$	917,096		$	43,385		$	960,481
Depreciation on non-income producing assets	(5,583		)	—			—			—			(5,583		)	—			(5,583		)	(6,526		)	—			—			—			(6,526		)	—			(6,526		)
Interest and dividend income	21,664			773			1,294			—			23,731			(409		)	23,322			11,265			773			1,033			—			13,071			(75		)	12,996
Preferred unit distributions	(4,464		)	—			—			—			(4,464		)	—			(4,464		)	(4,464		)	—			—			—			(4,464		)	—			(4,464		)
Preferred stock dividends	(7,968		)	—			—			—			(7,968		)	—			(7,968		)	(7,968		)	—			—			—			(7,968		)	—			(7,968		)
Interest expense:													—																					—
Mark-to-market adjustments on debt	130			(101		)	878			(4		)	903			(903		)	—			(2,219		)	(193		)	745			(29		)	(1,696		)	1,696			—
Write-off of mark-to-market adjustments on extinguished debt	(13,351		)	(136		)	—			—			(13,487		)	13,487			—			(9,831		)	—			—			—			(9,831		)	9,831			—
Interest on existing debt	(302,177		)	3,111			(99,893		)	5,171			(393,788		)	—			(393,788		)	(342,114		)	3,014			(71,187		)	9,673			(400,614		)	—			(400,614		)
Gain (loss) on foreign currency	(21,448		)	—			—			—			(21,448		)	21,448			—			8,955			—			—			—			8,955			(8,955		)	—
(Provision for) benefit from income taxes	11,085			20			(163		)	—			10,942			(7,243		)	3,699			(7,636		)	38			(145		)	—			(7,743		)	3,542			(4,201		)
FFO from sold interests	—			—			—			6,547			6,547			1,511			8,058			78,434			—			465			27,927			106,826			(66,557		)	40,269
	437,043			(4,881		)	141,853			1			574,016			53,871			627,887			493,886			(5,021		)	118,242			(1		)	607,106			(17,133		)	589,973
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests	136,972			4,881			(141,853		)	(1		)	(1		)	—			(1		)	113,221			5,021			(118,242		)	1			1			—			1
FFO	$	574,015		$	—		$	—		$	—		$	574,015		$	53,871		$	627,886		$	607,107		$	—		$	—		$	—		$	607,107		$	(17,133	)	$	589,974

Company FFO per diluted share																			$	0.65																				$	0.62



PROPORTIONATE FINANCIAL STATEMENTS



Reconciliation of Non-GAAP to GAAP Financial Measures (In thousands)
	Three Months Ended						Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014

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

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

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

Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates
Equity in Unconsolidated Properties:
NOI	$	141,320		$	110,216		$	261,795		$	204,006
Net property management fees and costs	(7,825		)	(6,852		)	(15,412		)	(13,846		)
General and administrative and provisions for impairment	(6,131		)	(2,626		)	(6,646		)	(2,829		)
EBITDA	127,364			100,738			239,737			187,331
Net interest expense	(53,293		)	(34,898		)	(97,721		)	(69,409		)
Provision for income taxes	(61		)	(51		)	(163		)	(145		)
FFO of Sold Interests of Unconsolidated Properties	—			258			—			465
FFO of Unconsolidated Properties	74,010			66,047			141,853			118,242
Depreciation and amortization of capitalized real estate costs	(60,746		)	(46,738		)	(117,351		)	(93,396		)
Other, including gain on sales of investment properties	14			11			28			1,631
Equity in income of Unconsolidated Real Estate Affiliates	$	13,278		$	19,320		$	24,530		$	26,477

Exhibit 99.2GGP 6.30.15 8K

SUPPLEMENTAL INFORMATION

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 Asset Transactions	15
Consolidated Balance Sheets	1	Sold Interests	16
Consolidated Statements of Operations	2
		Portfolio Operating Metrics:
Proportionate Financial Statements:		Key Operating Performance Indicators	17
Proportionate Balance Sheets	3	Signed Leases All Less Anchors	18
Overview	4	Lease Expiration Schedule and Top Ten Tenants	19
Company NOI, EBITDA, and FFO	5-6	Property Schedule	20-26
Reconciliation of Non-GAAP to GAAP Financial Measures	7-8
		Miscellaneous:
Debt:		Capital Information	27
Summary, at Share	9	Change in Total Common and Equivalent Shares	28
Detail, at Share	10-13	Development Summary	29-30
Summary of Debt Transactions	14	Capital Expenditures	31
		Corporate Information	32
		Glossary of Terms	33

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.
5-6	Company NOI, EBITDA and FFO	Proportionate Results and FFO for the three and six months ended June 30, 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:
17	Key Operating Performance Indicators	Certain retail properties operating measures presented on a comparable basis. See Glossary of Terms for detailed descriptions.
20-26	Property Schedule	By Property, gross leasable area detail, including: Anchor tenant listing Ownership percentage Gross leasable area by space type (mall, anchor, strip center, office) Occupancy percentage See Glossary of Terms for detailed descriptions.

GAAP Financial Statements



FINANCIAL OVERVIEW Consolidated Balance Sheets (In thousands)



	June 30, 2015			December 31, 2014

Assets:
Investment in real estate:
Land	$	3,639,215		$	4,244,607
Buildings and equipment	16,230,577			18,028,844
Less accumulated depreciation	(2,252,254		)	(2,280,845		)
Construction in progress	383,399			703,859
Net property and equipment	18,000,937			20,696,465
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,488,329			2,604,762
Net investment in real estate	21,489,266			23,301,227
Cash and cash equivalents	175,393			372,471
Accounts and notes receivable, net	823,704			663,768
Deferred expenses, net	172,940			184,491
Prepaid expenses and other assets	914,927			813,777
Total assets	$	23,576,230		$	25,335,734
Liabilities:
Mortgages, notes and loans payable	$	13,756,412		$	15,998,289
Investment in Unconsolidated Real Estate Affiliates	36,721			35,598
Accounts payable and accrued expenses	719,545			934,897
Dividend payable	157,901			154,694
Deferred tax liabilities	9,443			21,240
Junior Subordinated Notes	206,200			206,200
Total liabilities	14,886,222			17,350,918
Redeemable noncontrolling interests:
Preferred	153,339			164,031
Common	123,028			135,265
Total redeemable noncontrolling interests	276,367			299,296
Equity:
Preferred stock	242,042			242,042
Stockholders' equity	8,136,473			7,363,877
Noncontrolling interests in consolidated real estate affiliates	27,776			79,601
Noncontrolling interests related to Long-Term Incentive Plan Common Units	7,350			—
Total equity	8,413,641			7,685,520
Total liabilities, redeemable noncontrolling interests and equity	$	23,576,230		$	25,335,734



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



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

Proportionate Financial Statements



PROPORTIONATE FINANCIAL STATEMENTS Proportionate Balance Sheets (In thousands)



	As of June 30, 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	$	3,639,215		$	(31,466	)	$	1,123,558		$	4,731,307		$	4,969,169
Buildings and equipment	16,230,577			(170,017		)	8,113,902			24,174,462			24,064,383
Less accumulated depreciation	(2,252,254		)	28,622			(1,336,558		)	(3,560,190		)	(3,383,945		)
Construction in progress	383,399			(4		)	473,023			856,418			769,361
Net property and equipment	18,000,937			(172,865		)	8,373,925			26,201,997			26,418,968
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,488,329			—			(3,488,329		)	—			—
Net investment in real estate	21,489,266			(172,865		)	4,885,596			26,201,997			26,418,968
Cash and cash equivalents	175,393			(3,508		)	198,561			370,446			512,717
Accounts and notes receivable, net	823,704			(2,514		)	101,053			922,243			746,833
Deferred expenses, net	172,940			(1,258		)	197,115			368,797			334,271
Prepaid expenses and other assets	914,927			(11,090		)	447,532			1,351,369			1,251,894
Total assets	$	23,576,230		$	(191,235	)	$	5,829,857		$	29,214,852		$	29,264,683
Liabilities:
Mortgages, notes and loans payable	$	13,756,412		$	(154,864	)	$	5,514,609		$	19,116,157		$	19,810,810
Investment in Unconsolidated Real Estate Affiliates	36,721			—			(36,721		)	—			—
Accounts payable and accrued expenses	719,545			(8,595		)	351,828			1,062,778			1,166,426
Dividend payable	157,901			—			—			157,901			154,694
Deferred tax liabilities	9,443			—			141			9,584			21,338
Junior Subordinated Notes	206,200			—			—			206,200			206,200
Total liabilities	14,886,222			(163,459		)	5,829,857			20,552,620			21,359,468
Redeemable noncontrolling interests:
Preferred	153,339			—			—			153,339			164,031
Common	123,028			—			—			123,028			135,265
Total redeemable noncontrolling interests	276,367			—			—			276,367			299,296

Equity:
Preferred stock	242,042			—			—			242,042			242,042
Stockholders' equity	8,136,473			—			—			8,136,473			7,363,877
Noncontrolling interests in consolidated real estate affiliates	27,776			(27,776		)	—			—			—
Noncontrolling interest realted to Long-Term Incentive Plan Common Units	7,350			—			—			7,350			—
Total equity	8,413,641			(27,776		)	—			8,385,865			7,605,919
Total liabilities, redeemable noncontrolling interests and equity	$	23,576,230		$	(191,235	)	$	5,829,857		$	29,214,852		$	29,264,683



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



	Three Months Ended						Six Months Ended
	June 30, 2015		June 30, 2014		Percentage Change		June 30, 2015		June 30, 2014		Percentage Change

Same Store NOI ¹	$	542,821	$	523,860	3.6	%	$	1,079,758	$	1,043,138	3.5	%
Non-Same Store NOI²	5,392		3,027		n/a		8,554		6,087		n/a
Company NOI³	548,213		526,887		4.0	%	1,088,312		1,049,225		3.7	%

Company EBITDA³	508,481		484,957		4.9	%	1,004,611		960,481		4.6	%

Company FFO⁴	318,551		297,553		7.1	%	627,886		589,974		6.4	%
Company FFO per diluted share	$	0.33	$	0.31	5.5	%	$	0.65	$	0.62	5.3	%

Weighted average diluted common shares outstanding	959,116		945,559				959,778		949,217


1.	Includes lease termination fees of $4.9 million and $3.7 million for the three months ended June 30, 2015 and 2014, respectively and $15.8 million and $7.9 million for the six months ended June 30, 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 20-26 for individual property details.


3.	Refer to page 5-6 (Company NOI, EBITDA and FFO). Company NOI and Company EBITDA exclude the periodic effects of Sold Interests. See Glossary of Terms on page 33.


4.	Refer to page 5-6 (Company NOI, EBITDA and FFO). Company FFO includes the periodic effects of Sold Interests. See Glossary of Terms on page 33.



PROPORTIONATE FINANCIAL STATEMENTS Company NOI, EBITDA and FFO For the Three Months Ended June 30, 2015 and 2014 (In thousands)



	Three Months Ended June 30, 2015																					Three Months Ended June 30, 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	$	361,556		$	(4,106	)	$	127,484		$	(884	)	$	484,050		$	3,418		$	487,468		$	385,011		$	(4,659	)	$	101,223		$	(14,483	)	$	467,092		$	4,691		$	471,783
Tenant recoveries	168,043			(1,806		)	56,073			(314		)	221,996			—			221,996			185,064			(2,042		)	42,299			(6,602		)	218,719			—			218,719
Overage rents	3,485			(58		)	2,902			(10		)	6,319			—			6,319			5,388			(48		)	2,063			(684		)	6,719			—			6,719
Other revenue	20,157			(294		)	6,144			(16		)	25,991			—			25,991			18,759			(406		)	3,306			(1,246		)	20,413			—			20,413
Total property revenues	553,241			(6,264		)	192,603			(1,224		)	738,356			3,418			741,774			594,222			(7,155		)	148,891			(23,015		)	712,943			4,691			717,634
Property operating expenses:
Real estate taxes	56,496			(912		)	17,830			(138		)	73,276			(1,490		)	71,786			58,342			(764		)	13,145			(1,236		)	69,487			(1,490		)	67,997
Property maintenance costs	12,903			(102		)	5,176			(28		)	17,949			—			17,949			14,135			(125		)	3,995			(587		)	17,418			—			17,418
Marketing	3,710			(48		)	2,069			(12		)	5,719			—			5,719			4,960			(56		)	1,574			(365		)	6,113			—			6,113
Other property operating costs	72,471			(707		)	25,745			(148		)	97,361			(1,018		)	96,343			81,937			(998		)	19,893			(3,358		)	97,474			(1,025		)	96,449
Provision for doubtful accounts	1,306			(5		)	463			—			1,764			—			1,764			2,713			(36		)	68			25			2,770			—			2,770
Total property operating expenses	146,886			(1,774		)	51,283			(326		)	196,069			(2,508		)	193,561			162,087			(1,979		)	38,675			(5,521		)	193,262			(2,515		)	190,747
NOI	$	406,355		$	(4,490	)	$	141,320		$	(898	)	$	542,287		$	5,926		$	548,213		$	432,135		$	(5,176	)	$	110,216		$	(17,494	)	$	519,681		$	7,206		$	526,887
Management fees and other corporate revenues	26,731			—			—			—			26,731			—			26,731			17,717			—			—			—			17,717			—			17,717
Property management and other costs⁴	(40,369		)	170			(7,825		)	14			(48,010		)	—			(48,010		)	(40,013		)	158			(6,852		)	64			(46,643		)	—			(46,643		)
General and administrative	(12,322		)	—			(6,131		)	—			(18,453		)	—			(18,453		)	(28,232		)	—			(2,626		)	—			(30,858		)	17,854			(13,004		)
EBITDA	$	380,395		$	(4,320	)	$	127,364		$	(884	)	$	502,555		$	5,926		$	508,481		$	381,607		$	(5,018	)	$	100,738		$	(17,430	)	$	459,897		$	25,060		$	484,957
Depreciation on non-income producing assets	(2,901		)	—			—			—			(2,901		)	—			(2,901		)	(3,801		)	—			—			—			(3,801		)	—			(3,801		)
Interest and dividend income	12,843			387			588			—			13,818			(205		)	13,613			4,856			773			487			—			6,116			(75		)	6,041
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	(57		)	—			496			—			439			(439		)	—			(695		)	(97		)	375			(16		)	(433		)	433			—
Write-off of mark-to-market adjustments on extinguished debt	1,520			(136		)	—			—			1,384			(1,384		)	—			(2,451		)	—			—			—			(2,451		)	2,451			—
Interest on existing debt	(144,210		)	1,652			(54,377		)	456			(196,479		)	—			(196,479		)	(171,972		)	1,907			(35,760		)	4,541			(201,284		)	—			(201,284		)
Gain (loss) on foreign currency	1,463			—			—			—			1,463			(1,463		)	—			3,772			—			—			—			3,772			(3,772		)	—
(Provision for) benefit from income taxes	(74		)	—			(61		)	—			(135		)	1,818			1,683			(3,944		)	19			(51		)	—			(3,976		)	1,492			(2,484		)
FFO from sold interests	—			—			—			428			428			(58		)	370			7,134			—			258			12,905			20,297			43			20,340
	242,763			(2,417		)	74,010			—			314,356			4,195			318,551			208,290			(2,416		)	66,047			—			271,921			25,632			297,553
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests	71,593			2,417			(74,010		)	—			—			—			—			63,631			2,416			(66,047		)	—			—			—			—
FFO ⁵	$	314,356		$	—		$	—		$	—		$	314,356		$	4,195		$	318,551		$	271,921		$	—		$	—		$	—		$	271,921		$	25,632		$	297,553

Company FFO per diluted share																			$	0.33																				$	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, amounts resulting from Urban litigation settlement, gain (loss) on foreign currency and the related provision for income taxes, and other non-comparable items.


3.	Adjustments include amounts for straight-line rent of ($11,403) and ($20,291) and above/below market lease amortization of $14,821 and $24,984 for the three months ended June 30, 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.	Proportionate FFO is presented in accordance with the NAREIT definition of FFO.



PROPORTIONATE FINANCIAL STATEMENTS Company NOI, EBITDA and FFO For the Six Months Ended June 30, 2015 and 2014 (In thousands)



	Six Months Ended June 30, 2015																					Six Months Ended June 30, 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	$	735,669		$	(8,196	)	$	236,191		$	(9,554	)	$	954,110		$	20,963		$	975,073		$	774,263		$	(8,231	)	$	188,863		$	(31,983	)	$	922,912		$	20,501		$	943,413
Tenant recoveries	345,525			(3,486		)	105,625			(5,050		)	442,614			—			442,614			366,530			(3,343		)	84,719			(13,976		)	433,930			—			433,930
Overage rents	12,300			(119		)	5,907			(452		)	17,636			—			17,636			15,209			(116		)	4,317			(1,685		)	17,725			—			17,725
Other revenue	34,804			(543		)	12,007			(364		)	45,904			—			45,904			44,418			(500		)	6,514			(2,630		)	47,802			—			47,802
Total property revenues	1,128,298			(12,344		)	359,730			(15,420		)	1,460,264			20,963			1,481,227			1,200,420			(12,190		)	284,413			(50,274		)	1,422,369			20,501			1,442,870
Property operating expenses:
Real estate taxes	112,483			(1,635		)	31,211			(1,141		)	140,918			(2,979		)	137,939			115,258			(1,320		)	26,680			(2,767		)	137,851			(2,979		)	134,872
Property maintenance costs	32,784			(226		)	11,296			(314		)	43,540			—			43,540			35,559			(226		)	9,525			(1,330		)	43,528			—			43,528
Marketing	8,418			(90		)	4,114			(336		)	12,106			—			12,106			10,764			(113		)	3,324			(861		)	13,114			—			13,114
Other property operating costs	148,767			(1,463		)	49,299			(1,748		)	194,855			(2,038		)	192,817			167,603			(1,519		)	40,371			(7,491		)	198,964			(2,051		)	196,913
Provision for doubtful accounts	4,577			(29		)	2,015			(50		)	6,513			—			6,513			4,855			(35		)	507			(109		)	5,218			—			5,218
Total property operating expenses	307,029			(3,443		)	97,935			(3,589		)	397,932			(5,017		)	392,915			334,039			(3,213		)	80,407			(12,558		)	398,675			(5,030		)	393,645
NOI	$	821,269		$	(8,901	)	$	261,795		$	(11,831	)	$	1,062,332		$	25,980		$	1,088,312		$	866,381		$	(8,977	)	$	204,006		$	(37,716	)	$	1,023,694		$	25,531		$	1,049,225
Management fees and other corporate revenues	45,817			—			—			—			45,817			—			45,817			34,403			—			—			—			34,403			—			34,403
Property management and other costs⁴	(83,162		)	353			(15,412		)	118			(98,103		)	—			(98,103		)	(84,963		)	322			(13,846		)	144			(98,343		)	—			(98,343		)
General and administrative	(24,769		)	—			(6,646		)	—			(31,415		)	—			(31,415		)	(39,831		)	2			(2,829		)	—			(42,658		)	17,854			(24,804		)
EBITDA	$	759,155		$	(8,548	)	$	239,737		$	(11,713	)	$	978,631		$	25,980		$	1,004,611		$	775,990		$	(8,653	)	$	187,331		$	(37,572	)	$	917,096		$	43,385		$	960,481
Depreciation on non-income producing assets	(5,583		)	—			—			—			(5,583		)	—			(5,583		)	(6,526		)	—			—			—			(6,526		)	—			(6,526		)
Interest and dividend income	21,664			773			1,294			—			23,731			(409		)	23,322			11,265			773			1,033			—			13,071			(75		)	12,996
Preferred unit distributions	(4,464		)	—			—			—			(4,464		)	—			(4,464		)	(4,464		)	—			—			—			(4,464		)	—			(4,464		)
Preferred stock dividends	(7,968		)	—			—			—			(7,968		)	—			(7,968		)	(7,968		)	—			—			—			(7,968		)	—			(7,968		)
Interest expense:													—																					—
Mark-to-market adjustments on debt	130			(101		)	878			(4		)	903			(903		)	—			(2,219		)	(193		)	745			(29		)	(1,696		)	1,696			—
Write-off of mark-to-market adjustments on extinguished debt	(13,351		)	(136		)	—			—			(13,487		)	13,487			—			(9,831		)	—			—			—			(9,831		)	9,831			—
Interest on existing debt	(302,177		)	3,111			(99,893		)	5,171			(393,788		)	—			(393,788		)	(342,114		)	3,014			(71,187		)	9,673			(400,614		)	—			(400,614		)
Gain (loss) on foreign currency	(21,448		)	—			—			—			(21,448		)	21,448			—			8,955			—			—			—			8,955			(8,955		)	—
(Provision for) benefit from income taxes	11,085			20			(163		)	—			10,942			(7,243		)	3,699			(7,636		)	38			(145		)	—			(7,743		)	3,542			(4,201		)
FFO from sold interests⁵	—			—			—			6,547			6,547			1,511			8,058			78,434			—			465			27,927			106,826			(66,557		)	40,269
	437,043			(4,881		)	141,853			1			574,016			53,871			627,887			493,886			(5,021		)	118,242			(1		)	607,106			(17,133		)	589,973
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests	136,972			4,881			(141,853		)	(1		)	(1		)	—			(1		)	113,221			5,021			(118,242		)	1			1			—			1
FFO ⁶	$	574,015		$	—		$	—		$	—		$	574,015		$	53,871		$	627,886		$	607,107		$	—		$	—		$	—		$	607,107		$	(17,133	)	$	589,974

Company FFO per diluted share																			$	0.65																				$	0.62


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, amounts resulting from Urban litigation settlement, 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 ($18,717) and ($27,881) and above/below market lease amortization of $39,680 and $48,382 for the six months ended June 30, 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 six months ended June 30, 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						Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014

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

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

1.Refer to Pages 5-6 (Company NOI, EBITDA and FFO).



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



	Three Months Ended						Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014

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

Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates
Equity in Unconsolidated Properties:
NOI	$	141,320		$	110,216		$	261,795		$	204,006
Net property management fees and costs	(7,825		)	(6,852		)	(15,412		)	(13,846		)
General and administrative and provisions for impairment	(6,131		)	(2,626		)	(6,646		)	(2,829		)
EBITDA	127,364			100,738			239,737			187,331
Net interest expense	(53,293		)	(34,898		)	(97,721		)	(69,409		)
Provision for income taxes	(61		)	(51		)	(163		)	(145		)
FFO of Sold Interests of Unconsolidated Properties	—			258			—			465
FFO of Unconsolidated Properties	74,010			66,047			141,853			118,242
Depreciation and amortization of capitalized real estate costs	(60,746		)	(46,738		)	(117,351		)	(93,396		)
Other, including gain on sales of investment properties	14			11			28			1,631
Equity in income of Unconsolidated Real Estate Affiliates	$	13,278		$	19,320		$	24,530		$	26,477

1.Refer to Page 5-6 (Company NOI, EBITDA and FFO).

DEBT



Debt Summary, At Share As of June 30, 2015 (In thousands)



						Maturities
	Coupon Rate		Proportionate Balance		Average Remaining Term (Years)	2015			2016			2017			2018			2019			2020			Subsequent			Total
Fixed Rate
Property Level Consolidated	4.45	%	$	11,560,576	7.0	$	98,871		$	237,798		$	384,229		$	118,892		$	493,457		$	1,534,314		$	7,619,897		$	10,487,458
Property Level Unconsolidated	4.30	%	4,381,388		6.6	—			2,944			172,773			186,862			607,145			619,639			2,532,711			4,122,074
Corporate Consolidated	4.41	%	3,404		0.4	573			—			—			—			—			—			—			573
Total Fixed Rate	4.41	%	$	15,945,368	6.9	$	99,444		$	240,742		$	557,002		$	305,754		$	1,100,602		$	2,153,953		$	10,152,608		$	14,610,105

Variable Rate
Property Level Consolidated	2.00	%	$	1,995,445	3.1	$	—		$	—		$	—		$	1,571,973		$	395,500		$	—		$	—		$	1,967,473
Property Level Unconsolidated	3.09	%	1,160,951		4.5	—			—			—			16,250			515,240			598,910			30,000			1,160,400
Junior Subordinated Notes Due 2036	1.73	%	206,200		20.8	—			—			—			—			—			—			206,200			206,200
Total Variable Rate	2.36	%	$	3,362,596	4.7	$	—		$	—		$	—		$	1,588,223		$	910,740		$	598,910		$	236,200		$	3,334,073

Total	4.05	%	$	19,307,964	6.5	$	99,444		$	240,742		$	557,002		$	1,893,977		$	2,011,342		$	2,752,863		$	10,388,808		$	17,944,178
			Weighted average interest rate			4.84		%	4.40		%	5.37		%	2.29		%	3.79		%	3.78		%	4.38		%

			Total Amortization			$	75,623		$	166,164		$	178,722		$	178,324		$	176,722		$	171,379		$	416,852		$	1,363,786

												Total Maturities and Amortization ^{1, 2}															$	19,307,964

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



Total Mortgages, Notes, and Other Payables, from above	$	19,307,964
Market rate adjustments, net	32,533
Junior Subordinated Notes Due 2036	(206,200		)
Other loans payable	(18,140		)
Total	$	19,116,157

2. Reflects maturities and amortization for periods subsequent to June 30, 2015.



Debt Detail, At Share¹ As of June 30, 2015 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Coupon Rate	Parent Recourse as of 6/30/2015 ³	2015		2016		2017		2018		2019		2020		Subsequent
Fixed Rate

Consolidated Property Level
Boise Towne Plaza	100%	$	8,629	2015	$	8,629	4.70%	No	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Paramus Park	100%	90,859		2015	90,242		4.86%	No	617		—		—		—		—		—		—
Brass Mill Center	100%	97,394		2016	93,347		4.55%	No	2,465		1,582		—		—		—		—		—
Lakeside Mall	100%	150,958		2016	144,451		4.28%	No	3,102		3,405		—		—		—		—		—
Apache Mall	100%	95,267		2017	91,402		4.32%	No	892		1,843		1,130		—		—		—		—
Four Seasons Town Centre	100%	81,074		2017	72,532		5.60%	No	1,881		4,940		1,721		—		—		—		—
Mall of Louisiana	100%	208,723		2017	191,409		5.82%	No	2,848		8,074		6,392		—		—		—		—
Provo Towne Center⁴	75%	29,975		2017	28,886		4.53%	No	274		566		249		—		—		—		—
Hulen Mall	100%	126,423		2018	118,702		4.25%	No	1,114		2,304		2,421		1,882		—		—		—
The Gallery at Harborplace - Other	100%	6,271		2018	190		6.05%	No	967		2,026		2,152		936		—		—		—
Coronado Center	100%	195,627		2019	180,278		3.50%	No	1,923		3,948		4,110		4,258		1,110		—		—
Governor's Square	100%	70,060		2019	66,488		6.69%	No	461		969		1,035		1,107		—		—		—
Oak View Mall	100%	78,467		2019	74,467		6.69%	No	515		1,085		1,160		1,240		—		—		—
Park City Center	100%	185,809		2019	172,224		5.34%	No	1,567		3,264		3,473		3,666		1,615		—		—
Fashion Place	100%	226,730		2020	226,730		3.64%	No	—		—		—		—		—		—		—
Mall St. Matthews	100%	186,662		2020	170,305		2.72%	No	—		1,985		4,067		4,181		4,297		1,827		—
Newgate Mall	100%	58,000		2020	58,000		3.69%	No	—		—		—		—		—		—		—
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	—		—		—		—		—		—		—
Tucson Mall	100%	246,000		2020	246,000		4.01%	No	—		—		—		—		—		—		—
Tysons Galleria	100%	315,225		2020	282,081		4.06%	No	2,899		5,979		6,266		6,528		6,802		4,670		—
Visalia Mall	100%	74,000		2020	74,000		3.71%	No	—		—		—		—		—		—		—
Deerbrook Mall	100%	144,692		2021	127,934		5.25%	No	1,255		2,612		2,776		2,928		3,087		3,236		864
Fashion Show - Other	100%	4,391		2021	1,577		6.06%	Yes - Full	185		386		411		437		465		494		436
Fox River Mall	100%	176,619		2021	156,373		5.46%	No	1,455		3,038		3,238		3,422		3,616		3,796		1,681
Northridge Fashion Center	100%	235,389		2021	207,503		5.10%	No	2,098		4,362		4,627		4,871		5,129		5,369		1,430
Oxmoor Center	94%	84,615		2021	74,781		5.37%	No	709		1,479		1,574		1,662		1,755		1,841		814
Park Place	100%	188,040		2021	165,815		5.18%	No	1,641		3,414		3,626		3,821		4,026		4,217		1,480
Providence Place	94%	340,003		2021	302,577		5.65%	No	2,725		5,687		6,077		6,434		6,813		7,162		2,528
Rivertown Crossings	100%	159,565		2021	141,356		5.52%	No	1,308		2,728		2,910		3,077		3,254		3,417		1,515
Westlake Center - Land	100%	2,437		2021	2,437		12.90%	Yes - Full	—		—		—		—		—		—		—
White Marsh Mall	100%	190,000		2021	190,000		3.66%	No	—		—		—		—		—		—		—
Bellis Fair	100%	89,019		2022	77,060		5.23%	No	764		1,594		1,694		1,786		1,883		1,973		2,265
Coastland Center	100%	123,814		2022	102,621		3.76%	No	1,261		2,594		2,707		2,812		2,922		3,023		5,874
Coral Ridge Mall	100%	110,155		2022	98,394		5.71%	No	349		1,448		1,533		1,623		1,718		1,819		3,271
Greenwood Mall	100%	63,000		2022	57,469		4.19%	No	—		—		419		1,054		1,100		1,140		1,818
North Star Mall	100%	322,741		2022	270,113		3.93%	No	3,234		6,666		6,973		7,256		7,551		7,825		13,123
Rogue Valley Mall	100%	55,000		2022	48,245		4.50%	No	138		852		899		941		984		1,024		1,917
Spokane Valley Mall ⁴	75%	45,012		2022	38,484		4.65%	No	401		833		879		921		965		1,006		1,523
The Gallery at Harborplace	100%	78,429		2022	68,096		5.24%	No	632		1,315		1,398		1,474		1,555		1,628		2,331
The Oaks Mall	100%	133,079		2022	112,842		4.55%	No	1,185		2,451		2,584		2,706		2,833		2,951		5,527
The Shoppes at Buckland Hills	100%	123,951		2022	107,820		5.19%	No	1,020		2,121		2,253		2,375		2,503		2,621		3,238
The Streets at Southpoint	94%	241,035		2022	207,909		4.36%	No	2,102		4,348		4,542		4,744		4,955		5,175		7,260
Westroads Mall	100%	150,312		2022	127,455		4.55%	No	1,337		2,769		2,919		3,056		3,200		3,333		6,243
Augusta Mall	100%	170,000		2023	170,000		4.36%	No	—		—		—		—		—		—		—
Boise Towne Square	100%	131,608		2023	106,372		4.79%	No	1,263		2,618		2,746		2,880		3,021		3,169		9,539
Crossroads Center (MN)	100%	102,676		2023	83,026		3.25%	No	1,118		2,293		2,379		2,459		2,541		2,617		6,243
Cumberland Mall	100%	160,000		2023	160,000		3.67%	No	—		—		—		—		—		—		—



Debt Detail, At Share¹ As of June 30, 2015 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Coupon Rate	Parent Recourse as of 6/30/2015 ³	2015		2016		2017		2018		2019		2020		Subsequent

Meadows Mall	100%	157,012		2023	118,726		3.96%	No	2,044		4,212		4,402		4,582		4,770		4,950		13,326
Oglethorpe Mall	100%	150,000		2023	136,166		3.90%	No	—		—		—		1,058		2,648		2,739		7,389
Pecanland Mall	100%	89,620		2023	75,750		3.88%	No	779		1,607		1,682		1,749		1,819		1,882		4,352
Prince Kuhio Plaza	100%	43,532		2023	35,974		4.10%	No	400		827		867		903		942		977		2,642
Staten Island Mall	100%	255,770		2023	206,942		4.77%	No	2,476		5,131		5,381		5,643		5,918		6,207		18,072
Stonestown Galleria	100%	180,000		2023	164,720		4.39%	No	—		—		—		462		2,871		2,979		8,968
The Crossroads (MI)	100%	97,608		2023	80,833		4.42%	No	826		1,708		1,799		1,881		1,967		2,046		6,548
The Woodlands	100%	252,914		2023	207,057		5.04%	No	2,389		4,959		5,215		5,484		5,767		6,064		15,979
Baybrook Mall	100%	250,000		2024	212,423		5.52%	No	821		3,402		3,595		3,798		4,013		4,240		17,708
Fashion Show	100%	835,000		2024	835,000		4.03%	No	—		—		—		—		—		—		—
Jordan Creek Town Center	100%	214,967		2024	177,448		4.37%	No	1,829		3,783		3,980		4,160		4,348		4,520		14,899
The Maine Mall	100%	235,000		2024	235,000		4.66%	No	—		—		—		—		—		—		—
The Parks At Arlington	100%	250,000		2024	212,687		5.57%	No	814		3,371		3,564		3,767		3,983		4,210		17,604
Woodbridge Center	100%	250,000		2024	220,726		4.80%	No	—		—		2,395		3,777		3,964		4,128		15,010
Beachwood Place	100%	220,000		2025	184,350		3.94%	No	—		—		2,922		4,032		4,194		4,362		20,140
Pembroke Lakes Mall	100%	260,000		2025	260,000		3.56%	No	—		—		—		—		—		—		—
Valley Plaza Mall	100%	240,000		2025	206,847		3.75%	No	—		—		—		3,168		4,410		4,556		21,019
Willowbrook Mall	100%	360,000		2025	360,000		3.55%	No	—		—		—		—		—		—		—
North Point Mall	100%	250,000		2026	218,205		4.54%	No	—		—		—		—		984		4,050		26,761
The Shops at La Cantera	75%	262,500		2027	262,500		3.60%	No	—		—		—		—		—		—		—
Providence Place - Other	94%	36,399		2028	2,247		7.75%	No	1,628		1,757		1,897		1,825		1,740		1,878		23,427
Provo Towne Center Land	75%	2,249		2095	37		10.00%	Yes - Full	—		—		—		—		—		—		2,212
Consolidated Property Level		$	11,560,576		$	10,487,458	4.45%		$	63,243	$	134,614	$	137,570	$	139,620	$	141,105	$	139,990	$	316,976

Unconsolidated Property Level
Shane Plaza	50%	$	2,975	2016	$	2,944	5.56%	No	$	31	$	—	$	—	$	—	$	—	$	—	$	—
Riverchase Galleria ⁵	50%	152,500		2017	152,500		5.65%	No	—		—		—		—		—		—		—
The Shops at Bravern	40%	21,077		2017	20,273		3.86%	No	223		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%	91,513		2019	84,321		4.50%	No	760		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%	153,876		2020	137,191		5.37%	No	1,337		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%	181,488		2020	171,026		4.36%	No	887		1,837		1,928		2,024		2,124		1,662		—
Northbrook Court	50%	64,862		2021	56,811		4.25%	No	560		1,156		1,206		1,259		1,313		1,370		1,187
Village of Merrick Park	55%	96,143		2021	85,797		5.73%	No	763		1,595		1,706		1,808		1,916		2,015		543
Whaler's Village	50%	40,000		2021	40,000		5.42%	No	—		—		—		—		—		—		—
Willowbrook Mall (TX)	50%	100,855		2021	88,965		5.13%	No	894		1,858		1,972		2,077		2,188		2,291		610
Ala Moana Center	63%	875,000		2022	875,000		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		1,752		4,558
Galleria at Tyler	50%	94,401		2023	76,716		5.05%	No	864		1,797		1,889		1,987		2,089		2,197		6,862
Lake Mead and Buffalo	50%	1,980		2023	27		7.20%	No	92		194		209		224		241		259		734
Park Meadows	35%	126,000		2023	112,734		4.60%	No	—		—		—		1,996		2,091		2,189		6,990



Debt Detail, At Share¹ As of June 30, 2015 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Coupon Rate	Parent Recourse as of 6/30/2015 ³	2015		2016		2017		2018		2019		2020		Subsequent
The Shoppes at River Crossing	50%	38,675		2023	35,026		3.75%	No	—		—		—		510		711		734		1,694
Union Square Portfolio	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		2,686		10,567
Alderwood	50%	177,500		2025	138,693		3.48%	No	1,643		3,374		3,512		3,638		3,769		3,888		18,983
Pinnacle Hills Promenade	50%	60,575		2025	48,805		4.13%	No	509		1,048		1,099		1,146		1,195		1,240		5,533
Altamonte Mall	50%	80,000		2025	69,045		3.72%	No	—		—		—		1,062		1,478		1,526		6,889
Towson Town Center	35%	113,761		2025	97,713		3.82%	No	—		—		—		681		2,093		2,175		11,099
Glendale Galleria	50%	215,000		2026	190,451		4.06%	No	—		—		—		—		—		922		23,627
Perimeter Mall	50%	137,500		2026	137,500		3.96%	No	—		—		—		—		—		—		—
Unconsolidated Property Level		$	4,381,388		$	4,122,074	4.30%		$	9,549	$	23,648	$	26,110	$	33,125	$	35,617	$	31,389	$	99,876

Total Fixed - Property Level		$	15,941,964		$	14,609,532	4.41%		$	72,792	$	158,262	$	163,680	$	172,745	$	176,722	$	171,379	$	416,852

Consolidated Corporate
Arizona Two (HHC)	100%	$	3,404	2015	$	573	4.41%	Yes - Full	$	2,831	$	—	$	—	$	—	$	—	$	—	$	—
Consolidated Corporate		$	3,404		$	573	4.41%		$	2,831	$	—	$	—	$	—	$	—	$	—	$	—

Total Fixed Rate Debt		$	15,945,368		$	14,610,105	4.41%		$	75,623	$	158,262	$	163,680	$	172,745	$	176,722	$	171,379	$	416,852

Variable Rate

Consolidated Property Level
Columbia Mall	100%	$	100,000	2018	$	100,000	Libor + 175 bps	Yes - Full	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Columbiana Centre⁶	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		—		—		—
Oakwood⁶	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 Place⁶	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 Plaza⁶	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%	33,000		2019	33,000		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		$	1,995,445		$	1,967,473	2.00%		$	—	$	7,902	$	14,767	$	5,303	$	—	$	—	$	—

Unconsolidated Property Level
Union Square Portfolio	50%	$	16,250	2018	$	16,250	Libor + 400 bps	No	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Miami Design District	13%	51,162		2019	51,162		Libor + 250 bps	No	—		—		—		—		—		—		—
530 Fifth Avenue	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		—		—		—
Ala Moana Construction Loan⁷	63%	175,755		2019	175,755		Libor + 190 bps	Yes - Partial	—		—		—		—		—		—		—



Debt Detail, At Share¹ As of June 30, 2015 (In thousands)



										Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Coupon Rate		Parent Recourse as of 6/30/2015 ³	2015		2016		2017		2018		2019		2020		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	—		—		—		—		—		—		—
730 Fifth Avenue	37%	457,750		2020	457,750		Libor + 263 bps		No	—		—		—		—		—		—		—
Bayside Marketplace	51%	127,500		2020	127,500		Libor + 205 bps		No	—		—		—		—		—		—		—
Baybrook Construction Loan⁸	53%	13,660		2020	13,660		Libor + 200 bps		Yes - Partial	—		—		—		—		—		—		—
85 Fifth Avenue	50%	30,000		2021	30,000		Libor + 275 bps		No	—		—		—		—		—		—		—
Unconsolidated Property Level		$	1,160,951		$	1,160,400	3.09%			$	—	$	—	$	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	1.73	%		$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total Variable Rate Debt		$	3,362,596		$	3,334,073	2.36	%		$	—	$	7,902	$	15,042	$	5,579	$	—	$	—	$	—

Total^{9, 10}		$	19,307,964		$	17,944,178	4.05	%		$	75,623	$	166,164	$	178,722	$	178,324	$	176,722	$	171,379	$	416,852


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


2.	Assumes that all maturity extensions are exercised.


3.	Total recourse to GGP or its subsidiaries of approximately $1.9 billion.


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 June 30, 2015 on the $450.0 construction loan ($281.3 million at share).


8.	Reflects the amount drawn as of June 30, 2015 on the $126.0 construction loan ($78.8 million at share).


9.	Excludes the $1.1 billion corporate revolver. As of June 30, 2015 the corporate revolver was undrawn.


10.	Reflects amortization for the period subsequent to June 30, 2015.



Debt Summary of Debt Transactions As of June 30, 2015 (In thousands)



Closing Date	Property Name	GGP Ownership %	New Loan at Share		New Term	New Interest Rate	Repayment at Share			Old Term	Old Interest Rate		Net Proceeds at Share

Refinancings
February 2015	Beachwood Place	100.0%	$	220,000	10	3.9%	$	(212,911	)	2.7	5.6	%	$	7,089
April 2015	The Shops at La Cantera	75.0%	262,500		12	3.6%	(117,849		)	0.2	6.0	%	144,651
May 2015	Alderwood	50.0%	177,500		10	3.5%	(120,976		)	0.3	6.7	%	56,524

	Total		$	660,000	10.8	3.7%	$	(451,736	)	1.4	6.0	%	$	208,264


Repayments

February 2015	Peachtree Mall	100.0%					$	(77,790	)	0.2	5.1	%	$	(77,790	)
March 2015	Eastridge Mall CA	100.0%					(142,210		)	2.4	5.8	%	(142,210		)
March 2015	Glenbrook Square	100.0%					(153,477		)	1.7	4.9	%	(153,477		)
March 2015	Ridgedale Center	100.0%					(153,750		)	1.5	4.9	%	(153,750		)
April 2015	Quail Springs Mall	100.0%					(67,120		)	0.2	6.7	%	(67,120		)

	Total						$	(594,347	)	1.5	5.3	%	$	(594,347	)

Asset Transactions



ASSET TRANSACTIONS Summary of Asset Transactions For the Six Months Ended June 30, 2015 (In thousands, except GLA)



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

March 2015	Interests in 12 Sears Anchors	Various	50.0%	1,926,166	$	165,000	$	—	$	164,490
April 2015	730 Fifth Ave	New York, NY	50.0%	112,222	666,265		457,750		208,518
April 2015	85 Fifth Ave	New York, NY	50.0%	12,947	43,950		30,000		13,960

	Total			2,051,335	$	875,215	$	487,750	$	386,968


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
April 2015	200 Lafayette Office	New York, NY	100%	83,826	124,500		67,000		49,417

	Total			258,470	$	152,125	$	72,756	$	71,537

Joint Venture Interests
February 2015	Ala Moana Center ²	Honolulu, HI	25.0%	2,182,074	$	1,376,309	$	462,500	$	907,000
April 2015	Ala Moana Center ²	Honolulu, HI	12.5%	2,182,074	687,293		231,250		453,500

	Total			2,182,074	$	2,063,602	$	693,750	$	1,360,500


1.	Includes closing costs.

On February 27, 2015, GGP sold a 25% interest in Ala Moana Center for net proceeds of $907 million. GGP received $670 million at closing and will receive the remaining $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 of $454 million. GGP received $335 million at closing and will receive the remaining $119 million in late 2016 after substantial completion of redevelopment.



ASSET TRANSACTIONS Sold Interests



2015		Month of Disposition
JV Interests
Ala Moana Center (12.5%)		April 2015
Ala Moana Center (25%)		February 2015

Stand Alone Strip Centers, Office & Other Retail
200 Lafayette Office		April 2015
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 Six Months Ended June 30, 2015 (GLA in thousands)



GLA Summary (in thousands)
	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 ¹	% Leased
Consolidated Retail Properties	88	37,324	13,135	34,712	85,171	1,194	1,082	87,447	52,156	95.6	%
Unconsolidated Retail Properties	35	16,972	4,868	13,919	35,759	450	1,303	37,512	12,110	96.7	%
Same Store Retail Properties²	123	54,296	18,003	48,631	120,930	1,644	2,385	124,959	64,266	96.0	%
Non-Same Store Retail Properties	8	1,435	159	542	2,136	—	284	2,420	884
Total Retail Properties	131	55,731	18,162	49,173	123,066	1,644	2,669	127,379	65,150

Non-Same Store Strip Centers & Other Retail	4	755	340	307	1,402	95	—	1,497	570	62.4	%
Total Real Estate	135	56,486	18,502	49,480	124,468	1,739	2,669	128,876	65,720	94.9	%



Same Store Operating Metrics²

					In-Place Rent				Tenant Sales³
June 30, 2015	% Leased		% Occupied		<10K SF		All Less Anchors		<10K SF		All Less Anchors		Occupancy Cost
Consolidated Retail Properties	95.6	%	94.2	%	$	65.09	$	52.44	$	512	$	12,144	13.8	%
Unconsolidated Retail Properties	96.7	%	94.9	%	89.00		74.32		774		8,363		12.2	%
Same Store Retail Properties	96.0	%	94.5	%	$	72.75	$	59.48	$	595	$	20,506	13.2	%

					In-Place Rent				Tenant Sales³
June 30, 2014	% Leased		% Occupied		<10K SF		All Less Anchors		<10K SF		All Less Anchors		Occupancy Cost

Consolidated Retail Properties	96.2	%	94.3	%	$	67.93	$	55.73	$	517	$	12,746	14.2	%
Unconsolidated Retail Properties	97.0	%	95.4	%	79.94		66.70		696		7,078		11.8	%
Same Store Retail Properties	96.5	%	94.6	%	$	71.43	$	58.99	$	563	$	19,824	13.4	%


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


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


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



PORTFOLIO OPERATING METRICS Signed Leases¹ All Less Anchors As of June 30, 2015



	Leasing Activity - All Leases

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

New and Renewal Leases	1,631	5,882,101	6.8	$58.82	$64.52
Percent in Lieu/Gross	186	1,134,335	5.6	N/A	N/A
Total Leases	1,817	7,016,436	6.6	$58.82	$64.52

	Commencement 2016
	# of Leases	SF	Term (in years)	Initial Rent PSF	Average Rent PSF
New and Renewal Leases	132	749,694	9.9	$75.63	$86.93
Percent in Lieu/Gross	9	58,180	5.4	N/A	N/A
Total Leases	141	807,874	9.5	$75.63	$86.93



	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
Trailing 12 Commencements	1,616	4,756,024	6.7	$62.30	$69.25	$56.42	$5.88	10.4	%	$12.83	22.7	%
2016 Commencements	112	399,811	7.4	$97.41	$109.69	$78.75	$18.66	23.7	%	$30.93	39.3	%


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


2.	Represents signed leases that have commenced in the specified period compared to expiring rent for the prior tenant in the same suite. New suites are withing 10,000 SF 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 ¹



Lease Expiration Year ²	Number of Expiring Leases	Expiring GLA at 100% (in thousands)	Percent of Total	Expiring Rent (in thousands)		Expiring Rent ($psf)

Specialty Leasing	1,127	2,412	4.6%	$	51,334	$	21.28
2015	684	1,850	3.6%	118,920		64.28
2016	1,825	5,922	11.4%	333,971		56.39
2017	1,837	5,948	11.4%	336,653		56.6
2018	1,501	5,302	10.2%	337,588		63.67
2019	1,205	5,364	10.3%	315,977		58.91
2020	979	3,853	7.4%	238,506		61.9
2021	796	3,031	5.8%	207,662		68.52
2022	862	3,640	7.0%	235,349		64.65
2023	916	3,807	7.3%	277,261		72.83
2024	871	4,213	8.1%	307,467		72.98
Subsequent	909	6,759	13.0%	378,360		55.98
Total	13,512	52,102	100.0%	$	3,139,048	$	60.25
Vacant Space	937	2,194
Mall and Freestanding GLA	14,449	54,296



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	2.7%
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	2.1%
Signet Jewelers Limited	Zales, Gordon's, Kay, Jared	1.6%
Express, Inc	Express, Express Men	1.6%
Genesco Inc	Journeys, Lids, Underground Station, Johnston & Murphy	1.5%
Luxottica Group S.P.A.	Lenscrafters, Sunglass Hut, Pearle Vision	1.5%
American Eagle Outfitters, Inc	American Eagle, Aerie, Martin + Osa	1.4%
Totals		20.9%


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


2.	Expirations include tenants on percentage rent, with the tenants' trailing twelve months of rent included as a proxy for expiring rent.



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 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	—	—	—	—	31,328	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	408,960	206,326	162,790	—	—	778,076	97.7	%
Augusta Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Augusta, GA	503,589	—	597,223	—	—	1,100,812	95.7	%
Baybrook Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Friendswood (Houston), TX	440,079	96,605	720,931	—	—	1,257,615	97.3	%
Beachwood Place	Dillard's, Nordstrom, Saks Fifth Avenue	100	%	Beachwood, OH	344,188	317,347	247,000	94,835	—	1,003,370	95.7	%
Bellis Fair	JCPenney, Kohl's, Macy's, Target	100	%	Bellingham (Seattle), WA	437,104	100,400	237,910	—	—	775,414	97.4	%
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	95.5	%
Brass Mill Center	Burlington Coat Factory, JCPenney, Macy's, Sears	100	%	Waterbury, CT	444,656	218,339	319,391	197,087	—	1,179,473	97.6	%
Coastland Center	Dillard's, JCPenney, Macy's, Sears	100	%	Naples, FL	337,550	123,921	466,469	—	—	927,940	95.8	%
Columbia Mall	Dillard's, JCPenney, Sears, Target	100	%	Columbia, MO	314,338	85,972	335,088	—	—	735,398	93.3	%
Columbiana Centre	Belk, Dillard's, JCPenney	100	%	Columbia, SC	269,101	190,911	360,643	—	—	820,655	99.9	%
Coral Ridge Mall	Dillard's, JCPenney, Target, Younkers	100	%	Coralville (Iowa City), IA	521,555	98,596	442,365	—	—	1,062,516	98.6	%
Coronado Center	JCPenney, Kohl's, Macy's, Sears	100	%	Albuquerque, NM	505,837	305,503	281,144	—	—	1,092,484	98.4	%
Crossroads Center	JCPenney, Macy's, Sears, Target	100	%	St. Cloud, MN	371,988	294,167	229,275	—	—	895,430	86.6	%
Cumberland Mall	Costco, Macy's, Sears	100	%	Atlanta, GA	378,790	147,409	500,575	—	—	1,026,774	98.9	%
Deerbrook Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Humble (Houston), TX	557,412	—	653,540	—	—	1,210,952	98.8	%
Eastridge Mall WY	JCPenney, Macy's, Sears, Target	100	%	Casper, WY	276,555	213,913	75,883	—	—	566,351	89.6	%
Eastridge Mall CA	JCPenney, Macy's, Sears	100	%	San Jose, CA	596,492	246,261	426,000	—	—	1,268,753	97.3	%
Fashion Place	Dillard's, Nordstrom	100	%	Murray, UT	443,072	281,175	319,603	—	—	1,043,850	98.6	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 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	698,922	271,635	761,653	—	—	1,732,210	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	596,274	30,000	564,914	—	—	1,191,188	97.7	%
Glenbrook Square	JCPenney, Macy's, Sears, Carson's	100	%	Fort Wayne, IN	448,026	555,870	221,000	—	—	1,224,896	88.6	%
Governor's Square	Dillard's, JCPenney, Macy's, Sears	100	%	Tallahassee, FL	342,117	—	691,605	—	—	1,033,722	95.2	%
Grand Teton Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Idaho Falls, ID	211,466	323,925	—	93,274	—	628,665	91.0	%
Greenwood Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Bowling Green, KY	422,536	156,096	272,957	—	—	851,589	96.9	%
Hulen Mall	Dillard's, Macy's, Sears	100	%	Ft. Worth, TX	398,130	—	596,570	—	—	994,700	93.4	%
Jordan Creek Town Center	Dillard's, Younkers	100	%	West Des Moines, IA	748,176	—	349,760	251,133	—	1,349,069	96.6	%
Lakeside Mall	JCPenney, Lord & Taylor, Macy's, Macy's Mens & Home, Sears	100	%	Sterling Heights, MI	483,227	115,300	905,418	—	—	1,503,945	85.6	%
Lynnhaven Mall	Dillard's, JCPenney, Macy's	100	%	Virginia Beach, VA	601,931	150,434	380,958	—	—	1,133,323	98.0	%
Mall Of Louisiana	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears	100	%	Baton Rouge, LA	623,655	—	805,630	143,634	—	1,572,919	97.2	%
Mall St. Matthews	Dillard's, Dillard's Men's & Home, JCPenney	100	%	Louisville, KY	505,576	—	514,135	—	—	1,019,711	95.5	%
Market Place Shopping Center	Bergner's, JCPenney, Macy's	100	%	Champaign, IL	412,009	234,834	149,980	—	—	796,823	96.8	%
Mayfair	Boston Store, Macy's, Nordstrom	100	%	Wauwatosa (Milwaukee), WI	575,857	288,596	348,714	—	314,991	1,528,158	97.9	%
Meadows Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Las Vegas, NV	307,233	—	636,853	—	—	944,086	94.5	%
Mondawmin Mall		100	%	Baltimore, MD	392,291	—	—	—	65,528	457,819	99.9	%
Newgate Mall	Dillard's, Sears, Burlington Coat Factory	100	%	Ogden (Salt Lake City), UT	331,756	218,874	118,919	—	—	669,549	96.3	%
North Point Mall	Dillard's, JCPenney, Macy's, Sears, Von Maur	100	%	Alpharetta (Atlanta), GA	421,780	539,850	363,151	—	—	1,324,781	89.4	%
North Star Mall	Dillard's, JCPenney, Macy's, Saks Fifth Avenue	100	%	San Antonio, TX	519,275	207,196	522,126	—	—	1,248,597	99.4	%
Northridge Fashion Center	JCPenney, Macy's, Sears	100	%	Northridge (Los Angeles), CA	636,776	—	824,443	—	—	1,461,219	97.9	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 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	89.1	%
Oak View Mall	Dillard's, JCPenney, Sears, Younkers	100	%	Omaha, NE	255,380	149,326	454,860	—	—	859,566	81.9	%
Oakwood Center	Dillard's, JCPenney, Sears	100	%	Gretna, LA	396,666	—	514,028	—	—	910,694	97.8	%
Oakwood Mall	JCPenney, Macy's, Sears, Younkers	100	%	Eau Claire, WI	403,589	116,620	298,224	—	—	818,433	93.2	%
Oglethorpe Mall	Belk, JCPenney, Macy's, Sears	100	%	Savannah, GA	406,358	220,824	315,760	—	—	942,942	97.0	%
Oxmoor Center	Macy's, Sears, Von Maur	94	%	Louisville, KY	350,876	156,000	411,210	—	—	918,086	95.8	%
Paramus Park	Macy's, Sears	100	%	Paramus, NJ	305,717	169,634	289,423	—	—	764,774	98.2	%
Park City Center	The Bon Ton, Boscov's, JCPenney, Kohl's, Sears	100	%	Lancaster (Philadelphia), PA	535,316	514,917	384,980	—	3,268	1,438,481	95.9	%
Park Place	Dillard's, Macy's, Sears	100	%	Tucson, AZ	468,629	—	581,457	—	—	1,050,086	96.3	%
Peachtree Mall	Dillard's, JCPenney, Macy's	100	%	Columbus, GA	293,982	221,539	287,076	—	12,600	815,197	94.2	%
Pecanland Mall	Belk, Burlington Coat Factory, Dillard's, JCPenney, Sears	100	%	Monroe, LA	349,205	19,962	595,474	—	—	964,641	92.4	%
Pembroke Lakes Mall	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears	100	%	Pembroke Pines (Fort Lauderdale), FL	353,567	395,219	386,056	—	—	1,134,842	98.8	%
Pioneer Place		100	%	Portland, OR	348,527	—	—	—	288,425	636,952	90.9	%
Prince Kuhio Plaza	Macy's, Sears	100	%	Hilo, HI	300,276	124,547	61,873	—	—	486,696	95.9	%
Providence Place	JCPenney, Macy's, Nordstrom	94	%	Providence, RI	734,700	—	513,816	—	4,304	1,252,820	99.2	%
Provo Towne Centre	Dillard's, JCPenney, Sears	75	%	Provo, UT	300,303	285,479	206,240	—	—	792,022	85.0	%
Quail Springs Mall	Dillard's, JCPenney, Macy's, Von Maur	100	%	Oklahoma City, OK	451,075	160,000	505,596	—	—	1,116,671	97.5	%
Red Cliffs Mall	Dillard's, JCPenney, Sears	100	%	St. George, UT	150,019	235,031	—	57,304	—	442,354	94.5	%
Ridgedale Center	JCPenney, Macy's, Sears, Nordstrom	100	%	Minnetonka, MN	276,667	205,072	595,868	—	—	1,077,607	94.7	%
River Hills Mall	Herberger's, JCPenney, Sears, Target	100	%	Mankato, MN	343,501	189,559	174,383	—	—	707,443	93.0	%
Rivertown Crossings	JCPenney, Kohl's, Macy's, Sears, Younkers	100	%	Grandville (Grand Rapids), MI	631,479	—	635,625	—	—	1,267,104	94.7	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 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	279,931	170,625	186,359	—	—	636,915	81.6	%
Sooner Mall	Dillard's, JCPenney, Sears	100	%	Norman, OK	220,963	129,823	137,082	—	—	487,868	99.7	%
Spokane Valley Mall	JCPenney, Macy's, Sears	75	%	Spokane, WA	352,048	126,243	251,366	138,002	—	867,659	92.6	%
Staten Island Mall	Macy's, Sears, JCPenney	100	%	Staten Island, NY	529,726	190,441	466,922	77,035	—	1,264,124	96.7	%
Stonestown Galleria	Macy's, Nordstrom	100	%	San Francisco, CA	406,798	160,505	267,788	—	—	835,091	97.5	%
The Crossroads	Burlington Coat Factory, JCPenney, Macy's, Sears	100	%	Portage (Kalamazoo), MI	266,422	—	502,961	—	—	769,383	91.5	%
The Gallery At Harborplace		100	%	Baltimore, MD	131,463	—	—	—	283,321	414,784	84.3	%
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	634,108	351,168	449,000	—	—	1,434,276	98.7	%
The Oaks Mall	Belk, Dillard's, JCPenney, Macy's, Sears	100	%	Gainesville, FL	348,096	233,367	324,500	—	—	905,963	91.2	%
The Parks At Arlington	Dillard's, JCPenney, Macy's, Sears	100	%	Arlington (Dallas), TX	761,445	—	748,945	—	—	1,510,390	98.0	%
The Shoppes At Buckland Hills	JCPenney, Macy's, Macy's Mens & Home, Sears	100	%	Manchester, CT	560,061	—	512,611	—	—	1,072,672	92.3	%
The Shops At Fallen Timbers	Dillard's, JCPenney	100	%	Maumee, OH	351,080	—	261,502	—	—	612,582	95.2	%
The Shops at La Cantera	Dillard's, Macy's, Neiman Marcus, Nordstrom	75	%	San Antonio, TX	617,843	—	627,597	—	70,094	1,315,534	97.6	%
The Streets At Southpoint	Hudson Belk, JCPenney, Macy's, Nordstrom, Sears	94	%	Durham, NC	608,372	—	726,347	—	—	1,334,719	97.6	%
The Woodlands Mall	Dillard's, JCPenney, Macy's, Nordstrom	100	%	Woodlands (Houston), TX	624,974	—	713,438	—	38,905	1,377,317	99.3	%
Town East Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Mesquite (Dallas), TX	413,405	—	809,386	—	—	1,222,791	96.3	%
Tucson Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Tucson, AZ	609,803	—	641,458	27,305	—	1,278,566	93.9	%
Tysons Galleria	Macy's, Neiman Marcus, Saks Fifth Avenue	100	%	McLean (Washington, D.C.), VA	309,789	—	511,933	—	—	821,722	91.6	%
Valley Plaza Mall	JCPenney, Macy's, Sears, Target	100	%	Bakersfield, CA	520,729	364,792	292,176	—	—	1,177,697	99.3	%
Visalia Mall	JCPenney, Macy's	100	%	Visalia, CA	173,889	257,000	—	—	—	430,889	95.0	%
Westlake Center		100	%	Seattle, WA	108,803	—	—	—	—	108,803	95.2	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 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	518,021	—	529,036	—	—	1,047,057	95.5	%
White Marsh Mall	JCPenney, Macy's, Macy's Home Store, Sears, Boscov's	100	%	Baltimore, MD	436,919	257,345	466,010	—	—	1,160,274	93.6	%
Willowbrook	Bloomingdale's, Lord & Taylor, Macy's, Sears	100	%	Wayne, NJ	491,765	2,060	1,028,000	—	—	1,521,825	99.3	%
Woodbridge Center	Boscov's, JCPenney, Lord & Taylor, Macy's, Sears	100	%	Woodbridge, NJ	650,480	455,739	560,935	—	—	1,667,154	93.7	%
Total Consolidated Retail Properties				Count: 88	37,323,779	13,135,149	34,711,732	1,194,296	1,082,036	87,446,992	95.6	%


Unconsolidated Retail Properties
Ala Moana Center ¹	Macy's, Neiman Marcus, Nordstrom, Bloomingdale's	63	%	Honolulu, HI	955,837	849,735	—	14,042	362,726	2,182,340	96.4	%
Alderwood	JCPenney, Macy's, Nordstrom, Sears	50	%	Lynnwood (Seattle), WA	578,140	177,679	528,219	39,096	—	1,323,134	97.4	%
Altamonte Mall	Dillard's, JCPenney, Macy's, Sears	50	%	Altamonte Springs (Orlando), FL	481,060	158,658	519,890	—	—	1,159,608	97.4	%
Bayside Marketplace		51	%	Miami, FL	217,198	—	—	—	1,103	218,301	91.0	%
Bridgewater Commons	Bloomingdale's, Lord & Taylor, Macy's	35	%	Bridgewater, NJ	405,668	150,525	352,351	92,584	—	1,001,128	97.1	%
Carolina Place	Belk, Dillard's, JCPenney, Macy's, Sears	50	%	Pineville (Charlotte), NC	386,410	277,404	496,098	—	—	1,159,912	97.5	%
Christiana Mall	JCPenney, Macy's, Nordstrom, Target	50	%	Newark, DE	625,697	—	641,312	—	—	1,267,009	98.6	%
Clackamas Town Center	JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears	50	%	Happy Valley, OR	631,344	—	774,842	—	—	1,406,186	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	98.8	%
Florence Mall	JCPenney, Macy's, Macy's Home Store, Sears	50	%	Florence (Cincinnati, OH), KY	388,688	—	552,407	—	—	941,095	86.9	%
Galleria At Tyler	JCPenney, Macy's, Nordstrom	50	%	Riverside, CA	559,637	—	468,208	—	—	1,027,845	98.4	%
Glendale Galleria	Bloomingdale's, JCPenney, Macy's, Target	50	%	Glendale, CA	505,956	305,000	525,000	—	136,867	1,472,823	98.7	%
Kenwood Towne Centre ²	Dillard's, Macy's, Nordstrom	50	%	Cincinnati, OH	520,344	240,656	400,665	—	—	1,161,665	98.6	%
Mizner Park	Lord & Taylor	47	%	Boca Raton, FL	178,150	79,822	—	—	264,199	522,171	91.6	%
Natick Mall	JCPenney, Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom	50	%	Natick (Boston), MA	747,722	389,280	558,370	—	—	1,695,372	96.1	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 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	92.8	%
Northbrook Court	Lord & Taylor, Macy's, Neiman Marcus	50	%	Northbrook (Chicago), IL	477,673	126,000	410,277	—	—	1,013,950	95.1	%
Oakbrook Center	Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears	48	%	Oak Brook (Chicago), IL	1,116,677	606,081	467,863	—	239,270	2,429,891	96.8	%
Otay Ranch Town Center	Macy's	50	%	Chula Vista (San Diego), CA	500,124	—	140,000	—	—	640,124	94.1	%
Park Meadows	Dillard's, JCPenney, Macy's, Nordstrom	35	%	Lone Tree, CO	757,184	—	823,000	—	—	1,580,184	97.0	%
Perimeter Mall	Dillard's, Macy's, Nordstrom, Von Maur	50	%	Atlanta, GA	504,668	222,056	831,218	—	—	1,557,942	98.2	%
Pinnacle Hills Promenade	Dillard's, JCPenney	50	%	Rogers, AR	359,081	98,540	162,140	304,505	52,231	976,497	95.3	%
Plaza Frontenac	Neiman Marcus, Saks Fifth Avenue	55	%	St. Louis, MO	224,509	125,669	135,044	—	—	485,222	98.2	%
Riverchase Galleria	Belk, JCPenney, Macy's, Sears, Von Maur	50	%	Hoover (Birmingham), AL	563,194	330,032	610,026	—	—	1,503,252	93.1	%
Saint Louis Galleria ¹	Dillard's, Macy's, Nordstrom	74	%	St. Louis, MO	458,792	—	714,052	—	—	1,172,844	97.7	%
Stonebriar Centre	Dillard's, JCPenney, Macy's, Nordstrom, Sears	50	%	Frisco (Dallas), TX	846,057	162,018	703,174	—	—	1,711,249	99.2	%
The Grand Canal Shoppes	Barneys New York	50	%	Las Vegas, NV	648,388	84,743	—	—	34,414	767,545	94.6	%
The Shoppes At River Crossing	Belk, Dillard's	50	%	Macon, GA	393,915	—	333,219	—	—	727,134	97.4	%
Towson Town Center	Macy's, Nordstrom	35	%	Towson, MD	602,673	—	419,129	—	—	1,021,802	98.4	%
Union/Geary		50	%	San Francisco, CA	22,492	—	—	—	19,507	41,999	100.0	%
Union/Stockton		50	%	San Francisco, CA	16,987	—	—	—	—	16,987	100.0	%
Village Of Merrick Park	Neiman Marcus, Nordstrom	55	%	Coral Gables, FL	409,809	—	330,000	—	101,263	841,072	97.8	%
Water Tower Place	Macy's	47	%	Chicago, IL	407,311	296,128	—	—	88,809	792,248	97.7	%
Whaler's Village		50	%	Lahaina, HI	100,880	—	—	—	2,557	103,437	97.6	%
Willowbrook Mall	Dillard's, JCPenney, Macy's, Macy's Mens, Sears	50	%	Houston, TX	459,768	—	984,372	—	—	1,444,140	97.5	%
Total Unconsolidated Retail Properties				Count: 35	16,972,173	4,868,420	13,918,519	450,227	1,302,946	37,512,285	96.7	%
Total Same Store Retail Properties ³				Count: 123	54,295,952	18,003,569	48,630,251	1,644,523	2,384,982	124,959,277	96.0	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 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	Dillard's, JCPenney, Macy's, Sears	100	%	Littleton, CO	439,222	34,545	541,851	—	64,817	1,080,435	93.0	%
The Shops at Bravern	Neiman Marcus	40	%	Bellevue, WA	129,613	124,637	—	—	—	254,250	89.3	%
522 Fifth Avenue		10	%	New York, NY	7,978	—	—	—	—	7,978	24.0	%
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	—	%
730 Fifth Avenue		50	%	New York, NY	64,956	—	—	—	32,672	97,628	100.0	%
85 Fifth Avenue		50	%	New York, NY	12,946	—	—	—	—	12,946	100.0	%
Miami Design District ⁴		13	%	Miami, FL	695,768	—	—	—	91,917	787,685	58.7	%
Total Retail Properties				Count: 131	55,730,466	18,162,751	49,172,102	1,644,523	2,669,200	127,379,042	95.4	%

Non-Same Store Strip Centers & Other Retail
Lake Mead & Buffalo ⁵		50	%	Las Vegas, NV	64,991	—	—	85,957	—	150,948	94.4	%
Lockport Mall		100	%	Lockport, NY	—	—	—	9,114	—	9,114	100.0	%
Shopping Leblon		35	%	Rio de Janeiro, Brazil	251,280	—	—	—	—	251,280	98.0	%
Owings Mills Mall ⁶	JCPenney, Macy's	51	%	Owings Mills, MD	438,582	340,000	307,037	—	—	1,085,619	30.2	%
Total Non-Same Store Strip Centers & Other Retail				Count: 4	754,853	340,000	307,037	95,071	—	1,496,961	62.4	%


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


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


5.	Third party managed strip center.


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

Miscellaneous



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



	June 30, 2015

Closing common stock price per share	$	25.66
52 Week High¹	31.70
52 Week Low¹	22.92

Portfolio Net Debt, At Share
Portfolio Debt
Fixed	$	15,945,368
Variable	3,344,456
Total Portfolio Debt	19,289,824
Less: Cash and Cash Equivalents	(370,446		)
Portfolio Net Debt	$	18,919,378

Portfolio Capitalization Data
Portfolio Net Debt	$	18,919,378
Preferred Securities:
Convertible Preferred Units at 6.50%	26,637
Convertible Preferred Units at 7.00%	25,133
Convertible Preferred Units at 8.50%	101,569
Preferred Stock at 6.375%	250,000
Other Preferred Stock	360
Total Preferred Securities	$	403,699

Common stock and Operating Partnership units outstanding at end of period²	$	22,893,211
Total Market Capitalization at end of period	$	42,216,288


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 June 30, 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	—	—		9		9
Issuance of stock for restricted stock grants, net of forfeitures and stock options exercised	1,666	—		1,279		2,945
Issuance of stock for employee stock purchase program	—	—		98		98
Repurchase of common stock	—	—		(650	)	(650	)
Common Shares and OP Units Outstanding at June 30, 2015	1,666	4,611		885,648		891,925

Common Shares issuable assuming exercise of warrants ¹				57,041
Common Shares issuable assuming exercise of in-the-money stock options ²				5,977
Common Shares issuable assuming exchange of OP Units				6,527
Diluted Common Shares and OP Units Outstanding at June 30, 2015				955,193



	Three Months Ended		Six Months Ended
	June 30, 2015	June 30, 2014	June 30, 2015	June 30, 2014
	(In thousands)		(In thousands)
Weighted average number of company shares outstanding	886,218	883,763	885,842	889,975
Weighted average number of stock options ³	6,994	5,452	7,540	4,754
Weighted average number of GAAP dilutive warrants	59,377	51,510	60,104	49,654
Diluted weighted average number of Company shares outstanding - GAAP EPS	952,589	940,725	953,486	944,383

Weighted average number of common units	4,795	4,834	4,797	4,834
Weighted average number of LTIP Units	1,732	—	1,495	—
Diluted weighted average number of Company shares outstanding - FFO/Company FFO	959,116	945,559	959,778	949,217


1.	GGP has 73.9 million warrants outstanding convertible to 1.1884 Common Shares with a weighted average exercise price of $9.0003, with a scheduled expiration of November 9, 2017. 16.4 million warrants must be satisfied through net share settlement, with the remainder through either a net or full share settlement feature at the option of the holder.

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



Warrants	Weighted Average Exercise Price	Expiration Date	Impact of Dividend issued to stockholders of record as of April 15, 2015 ⁴		Impact of settling warrants via net share settlement⁵
$57,500,000	$9.0471	Nov 9, 2017	Reduces exercise price to $9.0471	Increases number of Common shares per warrant to 1.1884	Net share: 68,333,000 x [25.66 - 9.0471] /25.66 = 44,240,425 shares delivered
$16,428,571	$8.8367	Nov 9, 2017	Reduces exercise price to $8.8367	Increases number of Common shares per warrant to 1.1884	Net share: 19,523,714 x [25.66 - 8.8367] /25.66 = 12,800,207 shares delivered
73,928,571	$9.0003				57,040,632 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 April 15, 2015.


5.	Based on stock price of $25.66 on June 30, 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	$	442.0	$	421.7	12%

Under Construction
Mayfair Mall ³	Nordstrom	100%	72.3		45.2		6-8%	Q4 2015
Wauwatosa, WI

Ridgedale Center ³	Nordstrom, Macy's Expansion, New Inline GLA and renovation	100%	106.2		76.7		8-9%	Q4 2015
Minnetonka, MN

Southwest Plaza	Redevelopment	100%	72.6		46.1		9-10%	Q4 2015
Littleton, CO

Ala Moana Center ⁴	Demolish existing Sears store and expand mall, adding anchor, box and	62.5%	358.3		280.0		9-10%	Q4 2015
Honolulu, HI	inline tenants, reconfigure center court

Baybrook Mall	Expansion	53%	90.5		45.9		9-10%	Q4 2015
Friendswood, TX

Other Projects	Redevelopment projects at various malls	N/A	344.6		99.0		8-9%	Various
Various Malls

	Total Projects Under Construction		$	1,044.5	$	592.9	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		6.0		8-9%	TBD
Staten Island, NY

New Mall Development	Ground up mall development	100%	285.0		39.4		8-10%	TBD
Norwalk, CT

Ala Moana Center ⁴	Nordstrom box repositioning	62.5%	53.1		6.3		9-10%	TBD
Honolulu, HI

Other Projects	Redevelopment projects at various malls	N/A	139.2		3.3		8-9%	TBD
Various Malls

	Total Projects in Pipeline		$	657.3	$	55.0	8-10%

	Total Development Summary ⁵		$	2,143.8	$	1,069.6	9-11%


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


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


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


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


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



MISCELLANEOUS Capital Expenditures



Expenditures ($ in thousands)

	Six Months Ended		Six Months Ended
	June 30, 2015		June 30, 2014

Capital expenditures ¹	$	75,832	$	68,818
Tenant allowances and capitalized leasing costs ²	76,411		61,584
Total	$	152,243	$	130,402


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
	Q3 2015	November 2, 2015	November 3, 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	Q2 2015	May 21, 2015	July 15, 2015	July 31, 2015	$0.1700
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	Q2 2015	May 21, 2015	June 15, 2015	July 1, 2015	$0.3984
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 NOI		Includes the periodic effects of acquisitions of new properties and certain redevelopments 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.