10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

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

For the Transition Period from                             to                            

COMMISSION FILE NUMBER 1-34948

GENERAL GROWTH PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-2963337
(State or other jurisdiction of incorporating or organization)	(I.R.S. Employer Identification Number)
110 N. Wacker Dr., Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

(312) 960-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

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

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

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

The number of shares of Common Stock, $.01 par value, outstanding on May 6, 2013 was 966,879,793.

GENERAL GROWTH PROPERTIES, INC.

INDEX

		PAGE NUMBER
Part I	FINANCIAL INFORMATION
	Item 1:  Consolidated Financial Statements (Unaudited) Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012	3
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2013 and 2012	4
	Consolidated Statements of Equity for the three months ended March 31, 2013 and 2012	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012	6
	Notes to Consolidated Financial Statements (Unaudited)	8
	Note 1:  Organization	8
	Note 2:  Summary of Significant Accounting Policies	9
	Note 3:  Dispositions, Discontinued Operations and Gains (Losses) on Dispositions of Interests in Operating Properties	12
	Note 4:  Fair Value	13
	Note 5:  Unconsolidated Real Estate Affiliates	14
	Note 6:  Mortgages, Notes and Loans Payable	16
	Note 7:  Income Taxes	18
	Note 8:  Warrants	19
	Note 9:  Equity and Redeemable Noncontrolling Interests	21
	Note 10:  Earnings Per Share	23
	Note 11:  Stock-Based Compensation Plans	24
	Note 12:  Prepaid Expenses and Other Assets	25
	Note 13:  Accounts Payable and Accrued Expenses	26
	Note 14:  Litigation	26
	Note 15:  Commitments and Contingencies	27
	Note 16:  Subsequent Events	28
	Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Liquidity and Capital Resources	32
	Item 3:  Quantitative and Qualitative Disclosures about Market Risk	39
	Item 4:  Mine Safety Disclosures	39
	Item 5:  Controls and Procedures	39
Part II	OTHER INFORMATION
	Item 1:  Legal Proceedings	39
	Item 1A: Risk Factors	40
	Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds	40
	Item 3:  Defaults Upon Senior Securities	40
	Item 5:  Other Information	40
	Item 6:  Exhibits	40
	SIGNATURE	42
	EXHIBIT INDEX	43

2

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2013			2012
	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	4,260,197		$	4,278,471
Buildings and equipment	18,765,489			18,806,858
Less accumulated depreciation	(1,524,105		)	(1,440,301		)
Construction in progress	311,216			376,529
Net property and equipment	21,812,797			22,021,557
Investment in and loans to/from Unconsolidated Real Estate Affiliates	2,870,477			2,865,871
Net investment in real estate	24,683,274			24,887,428
Cash and cash equivalents	564,808			624,815
Accounts and notes receivable, net	252,624			260,860
Deferred expenses, net	185,176			179,837
Prepaid expenses and other assets	1,249,638			1,329,465
Total assets	$	26,935,520		$	27,282,405
Liabilities:
Mortgages, notes and loans payable	$	16,235,366		$	15,966,866
Investment in and loans to/from Unconsolidated Real Estate Affiliates	15,439			—
Accounts payable and accrued expenses	1,014,754			1,212,231
Dividend payable	117,894			103,749
Deferred tax liabilities	26,997			28,174
Tax indemnification liability	303,586			303,750
Junior Subordinated Notes	206,200			206,200
Warrant liability	—			1,488,196
Total liabilities	17,920,236			19,309,166
Redeemable noncontrolling interests:
Preferred	136,127			136,008
Common	127,573			132,211
Total redeemable noncontrolling interests	263,700			268,219
Commitments and Contingencies	—			—
Equity:
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 966,838,144 issued, 939,378,949 outstanding as of March 31, 2013, and 939,049,318 shares issued and outstanding as of December 31, 2012	9,394			9,392
Preferred Stock: 500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2013 and none issued and outstanding as of December 31, 2012	242,042			—
Additional paid-in capital	11,353,859			10,432,447
Retained earnings (accumulated deficit)	(2,859,206		)	(2,732,787		)
Accumulated other comprehensive loss	(77,511		)	(87,354		)
Total stockholders’ equity	8,668,578			7,621,698
Noncontrolling interests in consolidated real estate affiliates	83,006			83,322
Total equity	8,751,584			7,705,020
Total liabilities and equity	$	26,935,520		$	27,282,405

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

3

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands, except per share amounts)
Revenues:
Minimum rents	$	403,415		$	377,684
Tenant recoveries	187,711			174,874
Overage rents	11,479			13,086
Management fees and other corporate revenues	15,931			16,171
Other	19,267			14,798
Total revenues	637,803			596,613
Expenses:
Real estate taxes	69,272			55,699
Property maintenance costs	23,830			20,531
Marketing	6,519			6,738
Other property operating costs	89,303			86,719
Provision for doubtful accounts	1,797			2,171
Property management and other costs	40,355			41,540
General and administrative	10,933			10,510
Depreciation and amortization	195,433			206,789
Total expenses	437,442			430,697
Operating income	200,361			165,916
Interest income	721			661
Interest expense	(195,383		)	(210,760		)
Warrant liability adjustment	(40,546		)	(143,112		)
Loss on extinguishment of debt	(9,319		)	—
Loss before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests	(44,166		)	(187,295		)
Provision for income taxes	(141		)	(1,396		)
Equity in income of Unconsolidated Real Estate Affiliates	13,194			5,952
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	3,448			—
Loss from continuing operations	(27,665		)	(182,739		)
Discontinued operations:
Loss from discontinued operations, including gains (losses) on dispositions	(6,967		)	(11,509		)
Gain on extinguishment of debt	25,894			—
Discontinued operations, net	18,927			(11,509		)
Net loss	(8,738		)	(194,248		)
Allocation to noncontrolling interests	(2,788		)	(3,367		)
Net loss attributable to General Growth Properties, Inc.	(11,526		)	(197,615		)
Preferred stock dividends	(2,125		)	—
Net loss attributable to common stockholders	$	(13,651	)	$	(197,615	)
Basic and Diluted Loss Per Share:
Continuing operations	$	(0.03	)	$	(0.20	)
Discontinued operations	0.02			(0.01		)
Total basic loss per share	$	(0.01	)	$	(0.21	)
Dividends declared per share	$	0.12		$	0.10
Comprehensive Loss, Net:
Net loss	$	(8,738	)	$	(194,248	)
Other comprehensive income:
Foreign currency translation	9,648			13,559
Unrealized gains on available-for-sale securities	248			51
Other comprehensive income	9,896			13,610
Comprehensive income (loss)	1,158			(180,638		)
Comprehensive income allocated to noncontrolling interests	(2,841		)	(3,463		)
Comprehensive loss attributable to General Growth Properties, Inc.	(1,683		)	(184,101		)
Preferred stock dividends	(2,125		)	—
Comprehensive loss, net, attributable to common stockholders	$	(3,808	)	$	(184,101	)

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

4

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

								Retained						Noncontrolling
					Additional			Earnings			Accumulated Other			Interests in
	Common		Preferred		Paid-In			(Accumulated			Comprehensive			Consolidated Real			Total
	Stock		Stock		Capital			Deficit)			Income (Loss)			Estate Affiliates			Equity
	(Dollars in thousands, except per share amounts)
Balance at January 1, 2012	$	9,353	$	—	$	10,405,318		$	(1,883,569	)	$	(47,773	)	$	96,016		$	8,579,345
Net loss								(197,615		)				(749		)	(198,364		)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates														(357		)	(357		)
Restricted stock grants, net of forfeitures and compensation expense (12,311 common shares)	—				1,984												1,984
Stock option grants, net of forfeitures (11,235 common shares)	—				740												740
Cash dividends reinvested (DRIP) in stock (2,294,864 common shares)	23				33,551												33,574
Other comprehensive income											13,514						13,514
Cash distributions declared ($0.10 per share)								(93,759		)							(93,759		)
Fair value adjustment for noncontrolling interest in Operating Partnership					(16,119		)										(16,119		)
Dividend for RPI Spin-off								21,988									21,988
Balance at March 31, 2012	$	9,376	$	—	$	10,425,474		$	(2,152,955	)	$	(34,259	)	$	94,910		$	8,342,546
Balance at January 1, 2013	$	9,392	$	—	$	10,432,447		$	(2,732,787	)	$	(87,354	)	$	83,322		$	7,705,020
Net (loss) income								(11,526		)				537			(10,989		)
Issuance of preferred stock, net of issuance costs			242,042		—												242,042
Distributions to noncontrolling interests in consolidated Real Estate Affiliates														(853		)	(853		)
Restricted stock grants, net of forfeitures (24,121 common shares)	—				2,401												2,401
Employee stock purchase program (84,798 common shares)	—				1,668												1,668
Stock option grants, net (213,534 common shares)	2				22,692												22,694
Cash dividends reinvested (DRIP) in stock (7,178 common shares)	—				139												139
Other comprehensive income											9,843						9,843
Cash distributions declared ($0.12 per share)								(112,768		)							(112,768		)
Cash distributions on preferred stock								(2,125		)							(2,125		)
Cash redemptions for common units in excess of carrying value					(1,428		)										(1,428		)
Fair value adjustment for noncontrolling interest in Operating Partnership					427												427
Common stock warrants					895,513												895,513
Balance at March 31, 2013	$	9,394	$	242,042	$	11,353,859		$	(2,859,206	)	$	(77,511	)	$	83,006		$	8,751,584

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

5

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
Cash Flows provided by (used in) Operating Activities:
Net loss	$	(8,738	)	$	(194,248	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(13,194		)	(5,952		)
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	(3,448		)	—
Distributions received from Unconsolidated Real Estate Affiliates	6,221			5,151
Provision for doubtful accounts	1,821			2,528
Depreciation and amortization	195,885			220,068
Amortization/write-off of deferred finance costs	1,878			596
Accretion/write-off of debt market rate adjustments	(3,316		)	(114		)
Amortization of intangibles other than in-place leases	22,539			28,245
Straight-line rent amortization	(13,576		)	(16,328		)
Deferred income taxes including tax restructuring benefit	(1,622		)	—
Loss on dispositions	325			28
Gain on extinguishment of debt	(25,894		)	(9,911		)
Provisions for impairment	4,975			20,301
Warrant liability adjustment	40,546			143,112
Net changes:
Accounts and notes receivable	19,833			22,249
Prepaid expenses and other assets	8,933			4,912
Deferred expenses	(12,653		)	(11,416		)
Restricted cash	4,984			27,792
Accounts payable and accrued expenses	(115,888		)	(55,260		)
Other, net	5,464			276
Net cash provided by operating activities	115,075			182,029
Cash Flows provided by (used in) Investing Activities:
Acquisition of real estate and property additions	(7,805		)	(11,687		)
Development of real estate and property improvements	(75,594		)	(43,733		)
Deposit for acquisitions	—			(27,000		)
Proceeds from sales of investment properties	8,500			7,994
Contributions to Unconsolidated Real Estate Affiliates	(44,346		)	(15,382		)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	75,196			71,221
Decrease in restricted cash	295			1,423
Net cash used in investing activities	(43,754		)	(17,164		)
Cash Flows provided by (used in) Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	1,648,122			130,000
Principal payments on mortgages, notes and loans payable	(1,285,014		)	(272,499		)
Prepayment of financing costs	—			(42,147		)
Deferred finance costs	(4,152		)	(472		)
Proceeds from issuance of preferred stock	242,042			—
Purchase of Warrants	(633,229		)	—
Cash distributions paid to common stockholders	(103,278		)	(93,531		)
Cash distributions reinvested (DRIP) in common stock	139			33,574
Cash distributions paid to holders of common units	(4,756		)	—
Other, net	8,798			2,110
Net cash used in financing activities	(131,328		)	(242,965		)
Net change in cash and cash equivalents	(60,007		)	(78,100		)
Cash and cash equivalents at beginning of period	624,815			572,872
Cash and cash equivalents at end of period	$	564,808		$	494,772

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

6

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)

	Three Months Ended March 31,
	2013			2012
	(In thousands)
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	281,042		$	204,149
Interest capitalized	748			109
Income taxes paid	1,815			536
Accrued capital expenditures included in accounts payable and accrued expenses	53,812			69,513
Non-Cash Transactions:
Notes receivable related to property sale	—			17,000
Gain on investment in Unconsolidated Real Estate Affiliates	3,448			—
Amendment of warrant agreement	895,513			—
Rouse Properties, Inc. Dividend:
Non-cash dividend for RPI Spin-off	—			(21,988		)
Non-Cash Distribution of RPI Spin-off
Assets	—			1,554,486
Liabilities and equity	—			(1,554,486		)
Non-Cash Sale of Property to RPI:
Assets	—			63,672
Mortgage debt forgiven or assumed by acquirer	—			(71,908		)
Other liabilities and equity	—			8,236
Non-Cash Sale of Regional Mall
Assets	71,881			—
Mortgage debt forgiven or assumed by acquirer	(91,293		)	—
Other liabilities and equity	19,412			—

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

7

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 1                ORGANIZATION

Readers of this Quarterly Report should refer to the Company’s (as defined below) audited consolidated financial statements for the year ended December 31, 2012 which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2012 (Commission File No. 1-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report.  In the opinion of management, all adjustments necessary for fair presentation (which include only normal recurring adjustments) have been included.  Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

General

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

GGP, through its subsidiaries and affiliates, operates, manages and selectively re-develops primarily regional mall properties, which are predominantly located throughout the United States.  GGP also owns assets in Brazil through investments in Unconsolidated Real Estate Affiliates (as defined below).  As of March 31, 2013, our portfolio was comprised of 124 regional malls in the United States and 18 malls in Brazil comprising approximately 134 million square feet of gross leasable area (“GLA”).  In addition to regional malls, as of March 31, 2013, we owned 10 strip/other retail centers totaling 4.1 million square feet, primarily in the Western region of the United States, as well as seven stand-alone office buildings totaling 0.9 million square feet, concentrated in Columbia, Maryland.

Substantially all of our business is conducted through GGP Limited Partnership (the “Operating Partnership” or “GGPLP”).   GGPLP owns an interest in the properties that are part of the consolidated financial statements of GGP.  As of March 31, 2013, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units as defined below) of the Operating Partnership, while the remaining 1% was held by limited partners and certain previous contributors of properties to the Operating Partnership.

The Operating Partnership also has preferred units of limited partnership interest (the “Preferred Units”) outstanding.  The terms of the Preferred Units provide that the Preferred Units are convertible into Common Units which then are redeemable for cash or, at our option, shares of GGP common stock (Note 9).

In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through the following subsidiaries:

·GGP-TRC, LLC (“TRCLLC”), formerly known as The Rouse Company, LLC, which has ownership interests in certain Consolidated Properties and Unconsolidated Properties (each as defined below) and is the borrower of certain unsecured bonds (Note 6).

·General Growth Management, Inc. (“GGMI”) and General Growth Services, Inc. (“GGSI”), are taxable REIT subsidiaries (“TRS”s), which provide management, leasing, and other services for some of our Unconsolidated Real Estate Affiliates (defined below).  GGMI and GGSI provide various services, including business development, marketing, and strategic partnership services at all of our Consolidated Properties.  GGSI also serves as a contractor to GGMI for these services.

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

8

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

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

We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls.  Our portfolio of regional malls represents a collection of retail properties that are targeted to a range of market sizes and consumer tastes.  Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available.  We do not distinguish or group our consolidated operations based on geography, size or type. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues.  As a result, the Company’s operating properties are aggregated into a single reportable segment.

Reclassifications

Certain prior period amounts included in the Consolidated Statements of Operations and Comprehensive Income (Loss) and related footnotes associated with properties we have disposed of have been reclassified to discontinued operations for all periods presented.  Also, we have separately presented certain amounts within our Consolidated Statements of Cash Flows which were previously combined in the line Acquisition/development of real estate and property additions/developments.  The $55.4 million originally presented has been broken out into the lines Acquisition of real estate and property additions for $11.7 million, and Development of real estate and property improvements for $43.7 million, to conform to the current year presentation.

Properties

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

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

The estimated useful lives of our properties are determined so as to allocate as equitably as possible the depreciation or amortization expense for which services are to be obtained from the use of each property.  We periodically review the estimated useful lives of our properties.  In connection with our current review, we identified certain properties where we determined the estimated useful lives should be shortened based upon our current assessment.  Therefore, we have prospectively reduced the remaining useful lives to reflect the life over which we expect to obtain services from the use of each of these properties.  The estimated useful lives for these properties now range from 10-30 years.

9

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition.  Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. No significant value has been ascribed to tenant relationships.

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

	Gross Asset		Accumulated Amortization			Net Carrying Amount
As of March 31, 2013
Tenant leases:
In-place value	$	881,480	$	(381,857	)	$	499,623
As of December 31, 2012
Tenant leases:
In-place value	$	972,495	$	(423,492	)	$	549,003

The above-market tenant leases and below-market ground leases are included in Prepaid expenses and other assets (Note 12); the below-market tenant leases, above-market ground leases and above-market building lease are included in Accounts payable and accrued expenses (Note 13) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 12 and Note 13, had the following effects on our Loss from continuing operations:

	Three Months Ended March 31,
	2013			2012
Amortization/accretion effect on continuing operations	$	(69,566	)	$	(96,473	)

Future amortization/accretion of all intangibles, including the intangibles in Note 12 and Note 13, is estimated to decrease results from continuing operations as follows:

Year	Amount
2013 Remaining	$	173,993
2014	192,896
2015	156,501
2016	124,057
2017	94,404

10

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates.  Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss).  Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income (Loss) and in property management and other costs in the Condensed Combined Statements of Income in Note 5.  The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended March 31,
	2013			2012
Management fees from affiliates	$	15,858		$	15,678
Management fee expense	(5,971		)	(6,123		)
Net management fees from affiliates	$	9,887		$	9,555

Impairment

Operating properties

We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, management’s intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows.   Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows.  To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations.  In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group.  The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

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

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

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

11

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

There were no provisions for impairment for the three months ended March 31, 2013 and 2012, included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended March 31, 2013, we recorded $5.0 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss), which was incurred as a result of the sale of two operating properties.  One of the operating properties was previously transferred to a special servicer, and was sold in a lender-directed sale in full satisfaction of the related debt.  This resulted in the recognition of a gain on extinguishment of debt of $25.9 million (Note 3).  The other operating property related to a regional mall where the sales price of the property was lower than its carrying value. During the three months ended March 31, 2012, we recorded $10.4 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) related to the disposal of two operating properties.

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount.  Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2013 and 2012.

General

Impairment charges could be taken in the future if economic conditions change or if the plans regarding our assets change.  Therefore, we can provide no assurance that material impairment charges with respect to our assets, including operating properties, construction in progress and investments in Unconsolidated Real Estate Affiliates, will not occur in future periods.  We will continue to monitor circumstances and events in future periods to determine whether impairments are warranted.

Fair Value Measurements (Note 4)

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

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

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

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

The impairment section above includes a discussion of all impairments recognized during the three months ended March 31, 2013 and 2012 that were based on Level 2 inputs.  Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 8 includes a discussion of our outstanding warrant liability which was measured at fair value using Level 3 inputs.

NOTE 3DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES

All of our dispositions, for all periods presented, are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) and are summarized in the table below.  Gains on

12

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

disposition and gains on debt extinguishment are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the period the property is disposed.

During the three months ended March 31, 2013, we sold our interests in two non-core assets totaling approximately 2 million square feet of GLA, which reduced our property level debt by $121.2 million. One property, which was previously transferred to a special servicer, was sold in a lender-directed sale in full satisfaction of the debt.  This resulted in a gain on extinguishment of debt of $25.9 million.

The following table summarizes the operations of the properties included in discontinued operations.

	Three Months Ended March 31,
	2013			2012
Retail and other revenue	$	1,067		$	36,238
Total revenues	1,067			36,238
Retail and other operating expenses	1,214			27,701
Provisions for impairment and other gains	4,975			10,393
Total expenses	6,189			38,094
Operating income (loss)	(5,122		)	(1,856		)
Interest expense, net	(1,521		)	(9,609		)
Gain on debt extinguishment	25,894			—
Net income (loss) from operations	19,251			(11,465		)
Provision for income taxes	—			(16		)
Losses on dispositions	(324		)	(28		)
Net income (loss) from discontinued operations	$	18,927		$	(11,509	)

NOTE 4FAIR VALUE

Fair Value of Operating Properties

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

Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt.  Management’s estimates of fair value are presented below for our debt as of March 31, 2013 and December 31, 2012.

	March 31, 2013				December 31, 2012
	Carrying Amount(1)		Estimated Fair Value		Carrying Amount(1)		Estimated Fair Value
Fixed-rate debt	$	15,254,834	$	16,226,925	$	14,954,601	$	16,190,518
Variable-rate debt	980,532		1,006,801		1,012,265		1,040,687
	$	16,235,366	$	17,233,726	$	15,966,866	$	17,231,205

(1) Includes market rate adjustments.

13

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

The fair value of our Junior Subordinated Notes approximates their carrying amount as of March 31, 2013 and December 31, 2012.  We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed.  Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation.

NOTE 5UNCONSOLIDATED REAL ESTATE AFFILIATES

Following is summarized financial information for all of our Unconsolidated Real Estate Affiliates, including our investment in Aliansce Shopping Centers, S.A. (“Aliansce”).

	March 31,			December 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	1,012,137		$	960,335
Buildings and equipment	8,297,631			7,658,965
Less accumulated depreciation	(2,149,603		)	(2,080,361		)
Construction in progress	193,139			173,419
Net property and equipment	7,353,304			6,712,358
Investments in unconsolidated joint ventures	711,200			1,201,044
Net investment in real estate	8,064,504			7,913,402
Cash and cash equivalents	363,581			485,387
Accounts and notes receivable, net	153,056			167,548
Deferred expenses, net	239,742			298,050
Prepaid expenses and other assets	149,610			140,229
Total assets	$	8,970,493		$	9,004,616
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	$	6,557,943		$	6,463,377
Accounts payable, accrued expenses and other liabilities	411,219			509,064
Cumulative effect of foreign currency translation (“CFCT”)	(122,779		)	(158,195		)
Owners’ equity, excluding CFCT	2,124,110			2,190,370
Total liabilities and owners’ equity	$	8,970,493		$	9,004,616
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	2,001,331		$	2,032,175
Less: joint venture partners’ equity	(1,130,393		)	(1,105,457		)
Plus: excess investment/basis differences*	1,984,100			1,939,153
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,855,038		$	2,865,871
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	$	2,870,477		$	2,865,871
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates	(15,439		)	—
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,855,038		$	2,865,871

*Includes gain on investment in Aliansce of $3.4 million.

14

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	$	199,518		$	194,234
Tenant recoveries	76,129			76,928
Overage rents	7,842			6,327
Management and other fees(1)	4,916			4,858
Other	21,282			22,819
Total revenues	309,687			305,166
Expenses:
Real estate taxes	25,515			24,285
Property maintenance costs	8,623			10,099
Marketing	3,141			3,386
Other property operating costs	43,438			46,886
Provision for doubtful accounts	1,533			687
Property management and other costs(2)	12,438			12,690
General and administrative(1)	10,267			10,596
Depreciation and amortization	73,185			72,137
Total expenses	178,140			180,766
Operating income	131,547			124,400
Interest income	3,763			2,224
Interest expense	(88,865		)	(81,432		)
Provision for income taxes	(156		)	(219		)
Equity in income of unconsolidated joint ventures	14,356			6,794
Income from continuing operations	60,645			51,767
Discontinued operations	—			(927		)
Allocation to noncontrolling interests	1,265			108
Net income attributable to the ventures	$	61,910		$	50,948
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	61,910		$	50,948
Joint venture partners’ share of income	(34,659		)	(31,157		)
Amortization of capital or basis differences	(14,057		)	(13,839		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,194		$	5,952

(1)Primarily includes activity from Aliansce (defined below).

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

The amounts described as Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures that are not consolidated. We hold interests in 19 domestic joint ventures, comprising 31 U.S. regional malls, and two international joint ventures, comprising 18 regional malls in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages.  We manage most of the domestic properties owned by these joint ventures.  As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method.

On March 28, 2013, we acquired an additional 15% interest in one joint venture.  This transaction brings our ownership interest in the joint venture to 55%.  Certain provisions in the operating agreement require unanimous member consent related to activities that most significantly impact the economic performance of the joint venture.  As such, we are not considered to have a controlling interest in the joint venture and we continue to account for the joint venture as an Unconsolidated Real Estate Affiliate as of March 31, 2013.

Aliansce Shopping Centers S.A.

On December 13, 2012, as a result of a secondary public offering of Aliansce’s common shares in Brazil, our ownership interest was reduced from 45.5% to 40.5%.  As a result of the reduction, we recorded a gain of $23.4 million on our investment in Aliansce during the year ended December 31, 2012.  The underwriters were provided an over-allotment option to the secondary offering, which allowed for the purchase of an additional 15% of shares within 30 days.  The additional 15% of over-allotted shares were issued on January 14, 2013, and our ownership interest was further reduced to 40.0%.  As a result of the reduction from the over-allotment, we recorded a gain of $3.4 million on our investment in Aliansce for the three months ended March 31, 2013.

15

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

As of March 31, 2013, we held a 40.0% non-controlling ownership interest in Aliansce, as well as, a 35% non-controlling interest in a large regional mall, Shopping Leblon, in Rio de Janeiro (Brazil). The ownership interests in Aliansce and Shopping Leblon are accounted for under the equity method. Our investment in Aliansce is an ownership interest in approximately 63,000,000 shares of the public real estate operating company.

Unconsolidated Mortgages, Notes and Loans Payable and Retained Debt

Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $3.2 billion as of March 31, 2013 and $3.1 billion as of December 31, 2012, including Retained Debt (as defined below).  There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

We have debt obligations in excess of our proportionate share of the debt of our Unconsolidated Real Estate Affiliates (“Retained Debt”). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our proportionate share of the non-recourse mortgage indebtedness.  The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates.  We had retained debt of $91.4 million at one property as of March 31, 2013, and $91.8 million as of December 31, 2012.  We are obligated to contribute funds on an ongoing basis to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt.  If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies.  As of March 31, 2013, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

NOTE 6MORTGAGES, NOTES AND LOANS PAYABLE

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

	March 31,		Weighted-Average		December 31,		Weighted-Average
	2013(1)		Interest Rate(2)		2012(3)		Interest Rate(2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	14,620,117	4.73	%	$	14,225,011	4.88	%
Corporate and other unsecured loans	634,717		6.68	%	729,590		6.51	%
Total fixed-rate debt	15,254,834		4.81	%	14,954,601		4.96	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable	980,532		3.41	%	1,012,265		3.42	%
Total Mortgages, notes and loans payable	$	16,235,366	4.72	%	$	15,966,866	4.86	%
Variable-rate debt:
Junior Subordinated Notes	$	206,200	1.75	%	$	206,200	1.76	%

(1) Includes ($21.0) million of debt market rate adjustments.

(2) Represents the weighted-average interest rates on our principal balances, excluding the effects of deferred finance costs.

(3) Includes ($23.3) million of debt market rate adjustments.

Collateralized Mortgages, Notes and Loans Payable

As of March 31, 2013, $21.5 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $2.1 billion of debt, are cross-collateralized with other properties.  Although a majority of the $15.6 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $657.3 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings.  In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP.  Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

16

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

During the three months ended March 31, 2013, we refinanced 6 consolidated mortgage notes totaling $1.2 billion with net proceeds of $635.9 million and we paid down $100.2 million of mortgage notes.  The following is a summary of our significant loan refinancings during 2013:

Property	Original Loan		Original Rate		New Loan		New Rate		Net Proceeds		Maturity
	(dollars in millions)
Willowbrook Mall	$	146.5	6.82	%	$	360.0	3.55	%	$	213.5	March 2025
Pembroke Lakes Mall	119.0		4.94	%	260.0		3.56	%	141.0		March 2025
Valley Plaza Mall	86.0		3.90	%	240.0		3.75	%	154.0		March 2025

Corporate and Other Unsecured Loans

During the three months ended March 31, 2013, we paid down $91.8 million of corporate unsecured bonds.  We have certain unsecured debt obligations, the terms of which are described below:

	March 31,		Weighted-Average		December 31,		Weighted-Average
	2013(2)		Interest Rate		2012		Interest Rate
Unsecured fixed-rate debt:
TRCLLC Bonds - 2010 Indenture(1) (3)	$	608,688	6.75	%	$	608,688	6.75	%
HHC Note(1)	17,830		4.41	%	19,347		4.41	%
TRCLLC Bonds - 1995 Indenture	—		—		91,786		5.38	%
Total unsecured fixed-rate debt	$	626,518	6.68	%	$	719,821	6.51	%

(1) Matures from November 2015 through December 2015.

(2) Excludes a net market rate premium of $8.2 million that increases the total amount that appears outstanding in our Consolidated Balance Sheets.  The market rate premium amortizes as a reduction to interest expense over the life of the respective loan.

(3) We repaid $608.7 million of corporate unsecured bonds on May 1, 2013 (Note 16).

On February 14, 2013, our consolidated subsidiary, TRCLLC, redeemed the $91.8 million of 5.38% unsecured corporate bonds due November 26, 2013. The bonds were redeemed in cash at the “Make-Whole Price”, as defined in the applicable indenture, plus accrued and unpaid interest up to, but excluding, the redemption date. We incurred debt extinguishment costs of $3.5 million in connection with the redemption, which is recorded within Loss on extinguishment of debt on our Consolidated Statements of Operations and Comprehensive Income (Loss).

The remaining bonds have covenants, including ratios of secured debt to gross assets and total debt to total gross assets. We are not aware of any instances of non-compliance with such covenants as of March 31, 2013.

On April 2, 2013, our consolidated subsidiary, TRCLLC called for the redemption of its remaining bonds, $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015 (Note 16).  The bonds were redeemed on May 1, 2013, and the full amount of the 6.75% unsecured corporate bonds were redeemed in cash and required the payment of an early redemption fee of approximately $20.5 million, plus accrued and unpaid interest up to, but excluding, the redemption date.  The early redemption fee will be recorded in our Consolidated Statements of Operations and Comprehensive Income (Loss) during the three and six months periods ended June 30, 2013.

Our revolving credit facility (the “Facility”) provides for revolving loans of up to $1.00 billion.  The Facility has an uncommitted accordion feature for a total facility of up to $1.25 billion.  The Facility is scheduled to mature in April 2016 and is guaranteed by certain of our subsidiaries and secured by (i) a first-lien on the capital stock of certain of our subsidiaries and (ii) various additional collateral.  Borrowings under the Facility bear interest at a rate equal to LIBOR plus 200 to 275 basis points which is determined by the Company’s leverage level.  The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt to value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of March 31, 2013.  No amounts are outstanding on the Facility as of March 31, 2013. We drew $400 million on

17

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

the Facility in conjunction with GGPLP’s purchase of the Fairholme and Blackstone Warrants on January 28, 2013 (Note 8).  This amount was subsequently repaid with proceeds from our issuance of preferred stock (Note 9) and available cash.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPLP, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006.  The Trust also issued $6.2 million of Common Securities to GGPLP.  The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior Subordinated Notes of GGPLP due 2041.  Distributions on the TRUPS are equal to LIBOR plus 1.45%.  Distributions are cumulative and accrue from the date of original issuance.  The TRUPS mature on April 30, 2041, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior Subordinated Notes.  The Junior Subordinated Notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes.  We have recorded the Junior Subordinated Notes as mortgages, notes and loans payable and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $22.2 million as of March 31, 2013 and $21.7 million as of December 31, 2012. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of March 31, 2013 with the exception of one property transferred to a special servicer.

NOTE 7INCOME TAXES

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

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.  Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income.  Generally, we are currently open to audit by the Internal Revenue Service for the years ended December 31, 2009 through 2012 and are open to audit by state taxing authorities for the years ended December 31, 2008 through 2012.

Based on our assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will change from those recorded at March 31, 2013, although such change would not be material to the 2013 financial statements.

18

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 8WARRANTS

Pursuant to the terms of the Investment Agreements, the Plan Sponsors and Blackstone were issued 120,000,000 warrants (the “Warrants”) to purchase common stock of GGP with an initial weighted average exercise price of $10.63.  Each Warrant was originally recorded as a liability, as the holders of the Warrants could have required GGP to settle such Warrants in cash upon certain changes of control events.  The Warrants were fully vested upon issuance.  Each Warrant has a term of seven years and expires on November 9, 2017.  Below is a summary of the Warrants initially received by the Plan Sponsors and Blackstone.

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

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

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

The Brookfield Investor Warrants and the Blackstone (A and B) Warrants were immediately exercisable, while the Fairholme Warrants and the Pershing Square Warrants were exercisable (for the initial 6.5 years from the issuance) only upon 90 days prior notice, but there is no obligation to exercise at any point from the end of the 90 day notification period through maturity.

The exercise prices of the Warrants are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events.  In accordance with the agreement, these calculations adjust both the exercise price and the number of shares issuable for the 120,000,000 Warrants that were initially issued to the Plan Sponsors.  During 2012 and 2013, the number of shares issuable upon exercise of the outstanding Warrants was increased as follows:

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

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

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

On December 31, 2012, the Brookfield Investor acquired all of the 16,430,000 Warrants held by Pershing Square for a purchase price of approximately $272 million. At the time of purchase, the Pershing Square Warrants were exercisable into approximately 10 million common shares of the Company at a weighted average exercise price of approximately $9.36 per share, assuming net share settlement (i.e. receive shares in common stock equivalent to the intrinsic value of the warrant at the time of exercise).  In connection with the transaction, Brookfield Investor and Pershing Square are required to abide by certain undertakings outlined in their Warrant Purchase Agreement dated December 31, 2012, which was filed on the same date.

On January 28, 2013, GGPLP acquired the 41,070,000 Warrants held by Fairholme and the 5,000,000 Warrants held by Blackstone for an aggregate purchase price of approximately $633 million.  At the time of purchase, the GGPLP Warrants were exercisable into approximately 27 million common shares of the Company at a weighted average exercise price of approximately $9.37 per share, assuming net share settlement.  GGPLP funded the transaction using available cash resources, including its revolving credit facility.  On March 26, 2013, GGPLP exercised their warrants and were issued approximately 27.5 million shares of GGP’s common stock, under net share settlement (See Note 10 for further discussion).

As a result of the transactions occurring on December 31, 2012, and January 28, 2013, the Brookfield Investor is now the sole third party owner of the Warrants.  Brookfield Investor has the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 65,000,000 shares of common stock) or net share settle.  The remaining 16,430,000 Warrants held by Brookfield Investor must be net share settled.  As of March 31, 2013, Brookfield Investor’s Warrants are exercisable into approximately 43 million common shares of the Company, at a weighted-average exercise price of approximately $9.53 per share.  Due to their ownership of the Warrants, Brookfield Investor’s potential ownership of the Company may change as a result of payments of dividends and changes in our stock price.

19

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

On March 28, 2013, we entered into an agreement with Brookfield Investor to amend the warrant agreement.  The amendment to the warrant agreement replaced the right of warrant holders to receive cash from the Company under a change of control to the right to, instead, receive shares of the Company, changing the method of settlement.  This amendment results in the classification of the Warrants as a component of permanent equity on our Consolidated Balance Sheets.  Prior to the amendment, the Warrants were classified as a liability, due to the cash settlement feature, and marked to fair value, with changes in fair value recognized in earnings.  As a result of the amendment, the fair value was determined as of March 28, 2013 with the change in fair value recognized in our Consolidated Statements of Operations and Comprehensive Income (Loss) and the determined fair value was reclassified to equity.

The estimated fair value of the Warrants was $895.5 million as of March 28, 2013 and $1.5 billion as of December 31, 2012.  The fair value of the Warrants was estimated using the Black Scholes option pricing model using our stock price, the Warrant term, and Level 3 inputs (Note 2).  As discussed above, the modification of the warrant agreement resulted in the classification of the warrants as equity as of March 28, 2013.  From December 31, 2012 through March 28, 2013, changes in the fair value of the Warrants were recognized in earnings.  An increase in GGP’s common stock price or in the expected volatility of the Warrants would increase the fair value; whereas, a decrease in GGP’s common stock price or an increase in the lack of marketability would decrease the fair value.

The following table summarizes the change in fair value of the Warrants which is measured on a recurring basis using Level 3 inputs:

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

20

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

The following table summarizes the estimated fair value of the Warrants and significant observable and unobservable inputs used in the valuation as of March 28, 2013 and December 31, 2012:

	March 28, 2013		December 31, 2012
Fair value of Warrants	$	895,513	$	1,488,196
Observable Inputs
GGP stock price per share	$	19.88	$	19.85
Warrant term	4.62		4.86
Unobservable Inputs
Expected volatility	30%		33%
Range of values considered	(15% - 65)%		(20% - 65)%
Discount for lack of marketability	3%		3%
Range of values considered	(3% - 7)%		(3% - 7)%

NOTE 9EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to our common and preferred Operating Partnership units and the noncontrolling interest in our consolidated joint ventures.  The following table reflects the activity included in the allocation to noncontrolling interests.

	Three Months Ended March 31,
	2013			2012
Distributions to preferred Operating Partnership units	$	(2,336	)	$	(5,434	)
Net loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)	85			1,318
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates	(537		)	749
Allocation to noncontrolling interests	(2,788		)	(3,367		)
Other comprehensive (income) loss allocated to noncontrolling interests	(53		)	(96		)
Comprehensive (income) loss allocated to noncontrolling interests	$	(2,841	)	$	(3,463	)

Redeemable Noncontrolling Interests

The minority interests related to the common and preferred units of the Operating Partnership are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets.  These are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their fair value as of each measurement date.  The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital (loss) in our Consolidated Balance Sheets.  Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net loss attributable to GGP.

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

21

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Generally, the holders of the Common Units share in any distributions by the Operating Partnership with our common stockholders.  However, the Operating Partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax.  Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions.  If the holders had requested redemption of the Common Units as of March 31, 2013, the aggregate amount of cash we would have paid would have been $127.6 million.

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

	Number of Common Units for each Preferred Unit	Number of Contractual Convertible Preferred Units Outstanding as of March 31, 2013	Converted Basis to Common Units Outstanding as of March 31, 2013	Conversion Price		Redemption Value
Series B (1)	3.00000	1,279,715	3,991,799	$	16.66670	$	79,356,964
Series D	1.50821	532,750	803,499	33.15188		26,637,502
Series E	1.29836	502,658	652,631	38.51000		25,132,820
Series C	1.00000	20,000	20,000	250.00000		5,000,000
						$	136,127,286

(1)  The conversion price of Series B preferred units is lower than the GGP March 31, 2013 closing common stock price of $19.88.  Therefore, a common stock price of $19.88 is used to calculate the Series B redemption value.

The following table reflects the activity of the redeemable noncontrolling interests for the three months ended March 31, 2013 and 2012.

Balance at January 1, 2012	$	223,795
Net loss	(1,318		)
Distributions	(685		)
Dividend for RPI Spin-Off	3,137
Other comprehensive income	96
Fair value adjustment for noncontrolling interests in Operating Partnership	16,119
Balance at March 31, 2012	$	241,144
Balance at January 1, 2013	$	268,219
Net loss	(85		)
Distributions	(732		)
Cash redemption of operating partnership units	(3,328		)
Other comprehensive income	53
Fair value adjustment for noncontrolling interests in Operating Partnership	(427		)
Balance at March 31, 2013	$	263,700

22

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Common Stock Dividend and Purchase of Common Stock

Our Board of Directors declared common stock dividends during 2013 and 2012 as follows:

Declaration Date	Record Date	Date Payable or Paid	Dividend Per Share
February 4, 2013	April 16, 2013	April 30, 2013	$	0.12
November 26, 2012	December 14, 2012	January 4, 2013	0.11
August 1, 2012	October 15, 2012	October 29, 2012	0.11
May 1, 2012	July 16, 2012	July 30, 2012	0.10
February 27, 2012	April 16, 2012	April 30, 2012	0.10

Our Dividend Reinvestment Plan (“DRIP”) provides eligible holders of GGP’s common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares of common stock.  Eligible stockholders who enroll in the DRIP on or before the fourth business day preceding the record date for a dividend payment will be able to have that dividend reinvested.  As a result of the DRIP elections, 7,178 shares were issued during the three months ended March 31, 2013 and 2,294,684 shares were issued during the year ended March 31, 2012.

Preferred Stock

On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) at a price of $25.00 per share.  The net proceeds of $242.0 million after issuance costs were used for general corporate purposes, including repayment of amounts under our revolving credit facility (Note 6).  The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%.  The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share.

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

NOTE 10EARNINGS PER SHARE

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

23

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Information related to our EPS calculations is summarized as follows:

	Three Months Ended March 31,
	2013			2012
Numerators - Basic and Diluted:
Loss from continuing operations	$	(27,665	)	$	(182,739	)
Preferred stock dividend	(2,125		)	—
Allocation to noncontrolling interests	(2,657		)	(3,433		)
Loss from continuing operations - net of noncontrolling interests	(32,447		)	(186,172		)
Discontinued operations	18,927			(11,509		)
Allocation to noncontrolling interests	(131		)	66
Discontinued operations - net of noncontrolling interests	18,796			(11,443		)
Net loss	(8,738		)	(194,248		)
Preferred stock dividend	(2,125		)	—
Allocation to noncontrolling interests	(2,788		)	(3,367		)
Net loss attributable to common stockholders	$	(13,651	)	$	(197,615	)
Denominators:
Weighted average number of common shares outstanding - basic and diluted	939,271			937,274
Anti-dilutive Securities
Effect of Common Units	6,574			6,860
Effect of Stock Options	3,077			1,673
Effect of Warrants	50,387			52,543
	60,038			61,076

Options and Warrants were anti-dilutive for all periods presented because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.  Outstanding Common Units have also been excluded from the diluted earnings per share calculation because including such Common Units would also require that the share of income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS.

27,459,195 shares of GGP’s common stock are held by its consolidated subsidiary, GGPLP, and therefore these shares are considered issued but not outstanding.  Accordingly, these shares have been excluded from the calculation of EPS.

NOTE 11STOCK-BASED COMPENSATION PLANS

The General Growth Properties, Inc. 2010 Equity Plan (the ‘‘Equity Plan’’) reserved for issuance of 4% of outstanding shares on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, ‘‘the Awards’’). Directors, officers and other employees of GGP’s and its subsidiaries and affiliates are eligible for Awards.

24

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Compensation expense related to stock-based compensation plans for the three months ended March 31, 2013 and 2012 is summarized in the following table:

	Three Months Ended March 31,
	2013		2012
Stock options - Property management and other costs	$	1,229	$	933
Stock options - General and administrative	2,000		1,164
Restricted stock - Property management and other costs	426		582
Restricted stock - General and administrative	1,809		2,550
Total	$	5,464	$	5,229

The following tables summarize stock option activity for the three months ended March 31, 2013 and 2012:

	2013				2012
			Weighted				Weighted
			Average				Average
			Exercise				Exercise
	Shares		Price		Shares		Price
Stock options Outstanding at January 1	9,692,499		$	13.59	11,503,869		$	15.65
Granted	5,901,108		19.24		—		—
Exercised	(208,587	)	14.19		(1,200	)	14.17
Forfeited	(70,811	)	15.28		(140,042	)	14.78
Expired	(1,759	)	14.17		(499,088	)	46.39
Stock options Outstanding at March 31	15,312,450		$	15.75	10,863,539		$	13.66

There was no significant restricted stock activity for the three months ended March 31, 2013 and 2012.

NOTE 12PREPAID EXPENSES AND OTHER ASSETS

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

	March 31, 2013							December 31, 2012
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	1,181,928	$	(433,586	)	$	748,342	$	1,230,117	$	(425,837	)	$	804,280
Below-market ground leases, net	169,539		(10,970		)	158,569		169,539		(9,825		)	159,714
Real estate tax stabilization agreement, net	111,506		(15,100		)	96,406		111,506		(13,523		)	97,983
Total intangible assets	1,462,973		(459,656		)	1,003,317		1,511,162		(449,185		)	1,061,977
Remaining Prepaid expenses and other assets:
Security and escrow deposits						167,540							181,481
Prepaid expenses						57,624							54,514
Other non-tenant receivables						5,666							12,450
Deferred tax, net of valuation allowances						1,436							902
Other						14,055							18,141
Total remaining Prepaid expenses and other assets						246,321							267,488
Total Prepaid expenses and other assets						$	1,249,638						$	1,329,465

25

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 13ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

	March 31, 2013							December 31, 2012
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	$	686,610	$	(244,020	)	$	442,590	$	725,878	$	(251,896	)	$	473,982
Above-market headquarter office leases, net	15,268		(3,817		)	11,451		15,268		(3,393		)	11,875
Above-market ground leases, net	9,756		(899		)	8,857		9,756		(805		)	8,951
Total intangible liabilities	711,634		(248,736		)	462,898		750,902		(256,094		)	494,808
Remaining Accounts payable and accrued expenses:
Accrued interest						99,364							185,461
Accounts payable and accrued expenses						119,628							160,861
Accrued real estate taxes						85,504							67,581
Deferred gains/income						79,557							98,376
Accrued payroll and other employee liabilities						28,423							34,802
Construction payable						53,812							70,609
Tenant and other deposits						22,992							22,870
Insurance reserve liability						16,206							15,796
Capital lease obligations						13,149							13,292
Conditional asset retirement obligation liability						12,695							12,134
Uncertain tax position liability						5,961							5,873
Other						14,565							29,768
Total remaining Accounts payable and accrued expenses						551,856							717,423
Total Accounts payable and accrued expenses						$	1,014,754						$	1,212,231

NOTE 14LITIGATION

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

Urban Litigation

In October 2004, certain limited partners (the “Urban Plaintiffs”) of Urban Shopping Centers, L.P. (“Urban”) filed a lawsuit against Urban’s general partner, Head Acquisition, L.P. (“Head”), as well as TRCLP, Simon Property Group, Inc., Westfield America, Inc., and various of their affiliates, including Head’s general partners (collectively, the “Urban Defendants”), in Circuit Court in Cook County, Illinois. The Predecessor, GGPLP and other affiliates were later included as Urban Defendants. The lawsuit alleges, among other things, that the Urban Defendants breached the Urban partnership agreement, unjustly enriched themselves through misappropriation of partnership opportunities, failed to grow the partnership, breached their fiduciary duties, and tortiously interfered with several contractual relationships. The plaintiffs seek relief in the form of unspecified monetary damages and equitable relief requiring, among other things, the Urban Defendants, including the Predecessor and its affiliates, to engage in certain future transactions through the Urban Partnership.  Discovery is presently underway and the case is currently scheduled for trial on July 8, 2013.  We are not presently able to predict the outcome of this case or estimate a range of loss that may result from this matter.  John Schreiber, one of our directors, serves on the board of directors of, and is an investor in, an entity that is a principal investor in the Urban Plaintiffs, and is himself an investor in the Urban Plaintiffs and, therefore, has a financial interest in the outcome of the litigation that may be adverse to us.

Default Interest

Pursuant to the Plan, the Company cured and reinstated that certain note (the “Homart Note”) in the original principal amount of $254.0 million between GGP Limited Partnership and The Comptroller of the State of New York as Trustee of the Common Retirement Fund (“CRF”) by payment in cash of accrued interest at the contractual

26

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

non-default rate.   CRF, however, contended that the Company’s bankruptcy caused the Company to default under the Homart Note and, therefore, post-petition interest accrued under the Homart Note at the contractual default rate was due for the period June 1, 2009 until November 9, 2010.  On June 16, 2011, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) ruled in favor of CRF, and, on June 22, 2011, the Company elected to satisfy the Homart Note in full by paying CRF the outstanding default interest and principal amount on the Homart Note totaling $246.0 million.  As a result of the ruling, the Company incurred and paid $11.7 million of default interest expense during the year ended December 31, 2011. The Company appealed the Bankruptcy Court’s order and reserved its right to recover the payment of default interest.  On March 13, 2013, the parties reached a settlement.  In exchange for the Company’s dismissal of its appeal, CRF waived all claims to attorneys’ fees.

Pursuant to the Plan, the Company agreed to pay to the holders of claims (the “2006 Lenders”) under a revolving and term loan facility (the “2006 Credit Facility”) the principal amount of their claims outstanding of approximately $2.6 billion plus post-petition interest at the contractual non-default rate. However, the 2006 Lenders asserted that they were entitled to receive interest at the contractual default rate.  In July 2011, the Bankruptcy Court ruled in favor of the 2006 Lenders.  The Company had accrued $96.1 million as of December 31, 2012.  The Company appealed the Bankruptcy Court ruling, and on March 13, 2013, the parties reached a settlement.  In exchange for the Company’s dismissal of its appeal, and a payment by the Company of $97.4 million, the 2006 Lenders waived all claim to attorneys’ fees.

Tax Indemnification Liability

Pursuant to the Investment Agreements, the Successor has indemnified HHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the Investment Agreements) in an amount up to $303.8 million.  Under certain circumstances, we agreed to be responsible for interest or penalties attributable to such MPC Taxes in excess of the $303.8 million.  As a result of this indemnity, The Howard Hughes Company, LLC and Howard Hughes Properties, Inc. filed petitions in the United States Tax Court on May 6, 2011, contesting this liability for the 2007 and 2008 years and a trial was held in early November 2012.  The Internal Revenue Service has opened an audit for these two taxpayers for 2009 and 2010 with respect to MPC Taxes.  We have accrued $303.6 million as of March 31, 2013 and $303.8 million as of December 31, 2012 related to the tax indemnification liability.  In addition, we have accrued $21.6 million of interest related to the tax indemnification liability in accounts payable and accrued expenses on our Consolidated Balance Sheets as of March 31, 2013, and December 31, 2012.  The aggregate liability of $325.2 million represents management’s best estimate of our liability as of March 31, 2013, which will be periodically evaluated in the aggregate.  We do not expect to make any significant payments on the tax indemnification liability within the next 12 months.

NOTE 15COMMITMENTS AND CONTINGENCIES

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income (Loss):

	Three Months Ended March 31,
	2013		2012
Contractual rent expense, including participation rent	$	3,358	$	3,235
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	2,128		1,959

27

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

See Note 7 and Note 14 for our obligations related to uncertain tax positions and for disclosure of additional contingencies.

NOTE 16SUBSEQUENT EVENTS

On April 2, 2013, our consolidated subsidiary, TRCLLC called for redemption the remaining bonds, $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015.  The bonds were redeemed on May 1, 2013, and the full amount of the 6.75% unsecured corporate bonds were redeemed in cash and required the payment of an early redemption fee of approximately $20.5 million, plus accrued and unpaid interest up to, but excluding, the redemption date.  The early redemption fee will be recognized in earnings during the three months ended June 30, 2013.

On April 26, 2013, we obtained a $1.5 billion corporate loan secured by cross-collateralized mortgages on 16 properties with a weighted-average interest rate of LIBOR + 2.50% and a term-to-maturity of 3.0 years (with 2 one-year options).  The prior loans were secured by 16 properties and had a weighted-average interest rate of 3.98% and a term to maturity of 3.3 years.  The transaction generated approximately $180 million of net proceeds.

On May 10, 2013, our Board of Directors declared a second quarter common stock dividend of $0.12 per share of common stock payable on July 30, 2013, to stockholders of record on July 16, 2013.

On May 10, 2013, our Board of Directors declared a second quarter preferred stock dividend of $0.3984 per share of preferred stock payable on July 1, 2013, to stockholders of record on June 14, 2013.

28

ITEM 2   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All references to numbered Notes are to specific footnotes to our consolidated financial statements included in this Quarterly Report and whose descriptions are incorporated into the applicable response by reference.  The following discussion should be read in conjunction with such consolidated financial statements and related Notes.  Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) have the same meanings as in such Notes.

Overview

Our primary business is to be an owner and operator of best-in-class malls that provide an outstanding environment and experience for our communities, retailers, employees, consumers and shareholders.  The substantial majority of our properties are located in the United States; however, we also own interests in regional malls and property management activities through our Unconsolidated Real Estate Affiliates in Brazil.  We provide management and other services to substantially all of our properties, including properties which we own through joint venture arrangements and which are unconsolidated for GAAP purposes.  Our management operating philosophies and strategies are the same whether the properties are consolidated or unconsolidated.

As of March 31, 2013, we are the owner, either entirely or with joint venture partners, of 142 regional malls (124 domestic and 18 in Brazil) comprising approximately 134 million square feet of GLA.  The U.S. regional mall portfolio generated tenant sales of $558 per square foot on a rolling twelve month basis during the first quarter of 2013; including 74 Class A malls generating average tenant sales of $662 per square foot on a rolling twelve month basis and contributing approximately 72% of our share of Company net operating income (NOI) (as defined below).

Our company’s internal growth is focused on three major areas:

1) increasing occupancy,

2) increasing rental revenues, and

3) investing in redevelopments within our existing portfolio.

We have seen an expansion of the spread, or variance, between the rent paid on expiring leases and the rent commencing under new leases, on a suite-to-suite basis. On a suite-to-suite basis, the leases commencing occupancy in 2013 exhibited initial rents that were 11.1% higher than the final rents paid on expiring leases. We identified $1.6 billion of redevelopment projects within our portfolio, over 80% of which is being invested into Class A malls.  We anticipate generating stabilized returns in the high single to low double digits on these projects as they commence operations.  The internal growth drivers within our existing portfolio are strongly complemented by the industry’s expected lack of new supply of mall space over the next five years and the anticipated resilient demand for space from retailers, both domestic and international.

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

Our key operational strategies include the following:

·increase the permanent occupancy of our regional mall portfolio by converting temporary (or short-term) leases to permanent (or long-term) leases and leasing currently vacant space;

·renew or replace expiring leases at rental rates greater than those on expiring leases;

·opportunistically acquire whole or partial interests in high-quality regional malls and anchor pads;

·continue executing on our existing redevelopment strategy and seek additional opportunities within our portfolio for redevelopment;

·dispose of properties in our portfolio that do not fit within our long-term strategy, including certain of our office properties, strip centers and regional malls; and

·lower borrowing costs by refinancing debt and reduce refinancing risk by laddering maturities.

We seek to increase long-term Company NOI (as defined below) growth through proactive management and leasing of our regional malls.  Our leasing strategy is to identify and provide the right stores that have appropriate merchandise mix for each of our regional malls. We believe that the most significant operating factor affecting incremental cash flow and NOI is increased rents earned from tenants at our properties.  These rental revenue increases are primarily achieved by:

·renewing expiring leases and re-leasing existing space at rates higher than expiring or existing rates;

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·increasing occupancy at the properties so that more space is generating rent; and

·increased tenant sales in which we participate through overage rent.

Financial Overview

Our Company NOI (as defined below) increased 5.2% from $513.5 million for the three months ended March 31, 2012 to $540.1 million for the three months ended March 31, 2013.  Our Company FFO (as defined below) increased 13.6% from $221.7 million for the three months ended March 31, 2012 to $251.8 million for the three months ended March 31, 2013.

We completed transactions and achieved operational goals in order to promote our long-term strategy to enhance the quality of our overall portfolio as follows:

·acquired approximately 46,070,000 Warrants held by Fairholme and Blackstone for an aggregate purchase price of approximately $633 million;

·issued 10,000,000 shares of 6.375% Preferred Stock, generating proceeds of $250 million before issuance costs to partially finance the acquisition of the Warrants (Note 8); and

·sold our interests in two non-core assets totaling approximately 2 million square feet of GLA, which reduced our property level debt by $121.2 million.

Operating Metrics

U.S. Regional Mall Metrics

The following table summarizes selected operating metrics for our portfolio of regional malls.

	March 31, 2013			March 31, 2012			% Change
In-Place Rents per square foot (1)
Consolidated Properties	$	67.69		$	66.41		1.93	%
Unconsolidated Properties	$	74.55		$	71.40		4.41	%
Total U.S. Portfolio	$	69.60		$	67.86		2.56	%
Percentage Leased (2)
Consolidated Properties	95.7		%	93.4		%	230 bps
Unconsolidated Properties	96.2		%	94.4		%	180 bps
Total U.S. Portfolio	95.8		%	93.7		%	210 bps
Tenant Sales (3)
Consolidated Properties	$	531		$	505		5.15	%
Unconsolidated Properties	$	630		$	574		9.76	%
Total U.S. Portfolio	$	558		$	525		6.29	%

(1) Weighted average rent of mall stores as of March 31, 2013.  Rent is presented on a cash basis and consists of minimum rent, common area costs and real estate taxes.

(2) Represents contractual obligations for leasable space and excludes traditional anchor stores.

(3) Rolling twelve month tenant sales for mall stores less than 10,000 square feet; includes one store which was reconfigured to over 10,000 square feet in Q4 2012.

Lease Spread Metrics

The following table summarizes signed leases that were scheduled to commence in 2013 compared to expiring leases for the prior tenant in the same suite.

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	Number of Leases	Square Feet	Term/Years	Initial Rent Per Square Foot(1)		Expiring Rent Per Square Foot(2)		Average Rent Spread
New Leases(3)	305	941,389	8.4	$	77.57	$	63.26	$	14.31
Renewal Leases	560	1,780,521	4.5	$	57.51	$	55.23	$	2.28
New/Renewal Leases	865	2,721,910	5.9	$	64.44	$	58.02	$	6.43

(1) Represents initial rent or average rent over the term consisting of base minimum rent, common area costs and real estate taxes.

(2) Represents expiring rent at end of lease consisting of base minimum rent, common area costs and real estate taxes.

(3) Represents leases where downtime between the new and previous tenant in the suite was less than nine months.

Results of Operations

Three Months Ended March 31, 2013 and 2012

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

	Three Months Ended March, 31
	2013			2012			$ Change			% Change
	(In thousands)
Components of Minimum rents:
Base minimum rents	$	404,082		$	379,378		$	24,704		6.5	%
Lease termination income	5,526			3,932			1,594			40.5
Straight-line rent	13,540			15,596			(2,056		)	(13.2	)
Above- and below-market tenant leases, net	(19,733		)	(21,222		)	1,489			(7.0	)
Total Minimum rents	$	403,415		$	377,684		$	25,731		6.8	%

Base minimum rents increased by $24.7 million in the first quarter of 2013 primarily due to increased permanent occupancy from 86.3% as of March 31, 2012 to 88.6% as of March 31, 2013 and increasing in-place rents.

Tenant recoveries increased $12.8 million primarily due to higher recoveries from common area maintenance fees and real estate taxes, including a $5.1 million real estate tax recovery at one operating property as a result of a settlement from a municipality.

Real estate taxes increased $13.6 million due to an $11.1 million real estate tax settlement with a municipality at one operating property during the first quarter of 2013.

Property maintenance costs increased by $3.3 million primarily due to an increase of $2.7 million in costs related to snow removal as a result of higher snowfall in 2013 than 2012.

Depreciation and amortization decreased $11.4 million primarily due to fully depreciated and written off tenant-specific in-place lease intangibles.  This decrease was partially offset by increased building and equipment depreciation of $13.4 million as a result of accelerated depreciation associated with a change in the estimated useful lives at certain operating properties (Note 2).

Interest expense decreased $15.4 million primarily due to the redemption of corporate unsecured bonds during 2012 resulting in interest savings of $17.1 million. These decreases were partially offset by increases in amortization of deferred financing costs of $1.3 million.

Loss on extinguishment of debt of $9.3 million represents fees incurred for the early payoff of debt.  These fees were incurred in 2012 as a result of the early redemption of corporate unsecured bonds for $3.5 million, and the early payoff of mortgage debt at one operating property of $5.8 million.

The Warrant liability adjustment represents the non-cash income or expense recognized as a result of the change in the fair value of the Warrant liability (Note 8).  We incurred expense of $40.5 million for the period from January, 2013 through March 28, 2013, related to the increase in the fair value of the Warrants.  This increase in the fair value of the Warrants was primarily due to an increase in the price of our common stock, and was partially offset by the effect of a decrease in the implied volatility from 33% at December 31, 2012 to 30% at March 28, 2013.  As a result of the amendment discussed in Note 8, the warrants will now be a component of permanent equity and will not be revalued through earnings after March 28, 2013.

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We incurred expense of $143.1 million for the three months ended March 31, 2012, related to the increase in the fair value of the Warrants.  This increase in the fair value of the Warrants was primarily due to an increase in the price of our common stock, and was partially offset by the effect of a decrease in the implied volatility from 37% at December 31, 2011 to 30% at March 31, 2012.

The equity in income (loss) of Unconsolidated Real Estate Affiliates increased $7.2 million primarily due to a decrease in interest expense of $3.4 million as a result of refinancing activity at our joint ventures.  We also acquired an additional interest in Aliansce, which resulted in an increase of $1.5 million in income from this joint venture.  The remaining increase was due to growth in property operations across the entire portfolio.

The equity in income (loss) of Unconsolidated Real Estate Affiliates — gain on investment of $3.4 million represents the gain from the dilution of our investment in Aliansce as a result of its secondary equity offering (Note 5).

Discontinued operations for the three months ended March 31, 2013, includes the net income (loss) on two operating properties that were sold during the current year, and is offset by the gain on debt extinguishment related to one property that was sold in a lender directed sale for a sales price less than the carrying value of the debt of $25.9 million.

Liquidity and Capital Resources

Our primary source of cash is from day-to-day ownership and management of the regional malls.  We may also raise cash from refinancings or borrowings under our revolving credit facility.  Our primary uses of cash include payment of operating expenses, working capital, debt service, including principal and interest, reinvestment in or acquisition of properties, redevelopment of properties, tenant allowances and dividends.

Our capital plan is to obtain financial flexibility by lowering our borrowing costs, managing our future maturities, cross collateralizations and corporate guarantees and providing the necessary capital to fund growth.  We believe that we currently have sufficient liquidity to satisfy all of our commitments in the form of $564.8 million of consolidated unrestricted cash and $1.0 billion of available credit under our credit facility as of March 31, 2013, as well as anticipated cash provided by operations.

Our key financing and capital raising objectives include the following:

·continue to refinance our maturing debt, and certain debt prepayable without penalty, with the goal of lowering our overall borrowing costs, managing future maturities and reducing amount of debt recourse to us; and

·dispose of properties in our portfolio that do not fit within our long-term strategy, including certain of our office properties, strip centers and regional malls.

We may also raise capital through public or private issuances of debt securities, preferred stock, common stock, common units of the Operating Partnership or other capital raising activities.

During the three months ended March 31, 2013, we executed the following refinancing and capital transactions (at our proportionate share):

·issued 10,000,000 shares of 6.375% Preferred Stock, generating proceeds of $250 million;

·completed approximately $1.4 billion of secured financings, lowering the average interest rate approximately 150 basis points from 5.09% to 3.61%, lengthening our term-to-maturity, and generating net proceeds of approximately $680 million;

·redeemed $91.8 million of 5.375% unsecured corporate bonds due November 26, 2013, and subsequent to March 31, 2013, called for early redemption $608.7 million of 6.75% unsecured corporate bonds on May 1, 2013, which will be funded by excess proceeds from refinancings and available cash on hand; and

·sold our interests in two non-core assets totaling approximately 2 million square feet of GLA, which reduced our property level debt by $121.2 million.

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As of March 31, 2013, we have $5.0 billion of debt pre-payable at par.  We may pursue opportunities to refinance this debt at lower interest and longer terms.  Our long term goal is to improve our overall net debt to earnings before interest, taxes and depreciation and amortization, or EBITDA, and leverage ratios by improving operations, amortization of debt and refinancing debt at improved terms.

As a result of our financing efforts in 2013, we have reduced the amount of debt due in the next three years from $5.3 billion to $2.5 billion, representing 14.4% of our total debt.  The maximum amount due in any one of the next 10 years is no more than $3.0 billion or approximately 17% of our total debt.

As of March 31, 2013, our proportionate share of total debt aggregated $19.5 billion.  Our total debt consists of our share of consolidated debt of $16.3 billion, of which $15.5 billion is secured and $0.8 billion is corporate unsecured, and $3.2 billion of our share of the secured debt of our Unconsolidated Real Estate Affiliates. Of our proportionate share of total debt, $1.5 billion is recourse to the Company or its subsidiaries due to guarantees or other security provisions for the benefit of the note holder.

Our corporate unsecured debt is comprised of $608.7 million of bonds with a maturity date of November 2015, $206.2 million of Junior Subordinated Notes which are due in 2041 and a $17.8 million note payable to HHC which is due in 2015. We redeemed all of the $91.8 million, 5.375% bonds due November 26, 2013 on February 14, 2013, at the “Make-Whole Price,” as defined in the applicable indenture, which will result in an approximate $3.5 million loss on extinguishment of debt in first quarter 2013.  On April 2, 2013, we called for redemption on May 1, 2013 the $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015, which will result in an early redemption fee of approximately $20.5 million.

The following table illustrates the scheduled balloon payments at maturity for our proportionate share of total debt as of March 31, 2013.  As noted above, the $206.2 million of Junior Subordinated Notes are due in 2041, but we may redeem them any time after April 30, 2011 (Note 6).  As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to 2017.

	Consolidated(1)		Unconsolidated(1)
2013(2)	$	713,275	$	28,283
2014	735,101		138,168
2015	693,472		213,735
2016	1,935,462		—
2017	1,539,837		447,710
Subsequent	9,239,971		1,769,697
	$	14,857,118	$	2,597,593

(1) Excludes $24.5 million of adjustments related to special improvementdistrict liabilities and debt market rate adjustment.

(2) Includes $608.7 million of corporate unsecured bonds repaid in 2013 (Note 16).

We generally believe that we will be able to extend the maturity date, repay or refinance the consolidated debt that is scheduled to mature in 2013.  We also believe that the joint ventures will be able to refinance the debt of our Unconsolidated Real Estate Affiliates that mature in 2013; however, there can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

Default Interest Payment

Pursuant to the Plan, we agreed to pay to the holders of claims (the “2006 Lenders”) under a revolving and term loan facility the principal amount of their claims outstanding of approximately $2.6 billion plus post-petition interest at the contractual non-default rate. However, the 2006 Lenders asserted that they were entitled to receive interest at the contractual default rate.  In July 2011, the Bankruptcy Court ruled in favor of the 2006 Lenders.  We appealed the Bankruptcy Court ruling, and on March 13, 2013, the parties reached a settlement.  In exchange for our dismissal of its appeal, and a payment by us of $97.4 million, the 2006 Lenders waived all claim to attorneys’ fees.

Warrants and Brookfield Investor Ownership

On January 28, 2013, GGPLP acquired the 41,070,000 Warrants held by Fairholme and the 5,000,000 Warrants held by Blackstone for an aggregate purchase price of approximately $633 million.  The Warrants are

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exercisable into approximately 27 million common shares of the Company at a weighted average exercise price of $9.37 per share, assuming net share settlement.

As a result of the GGPLP/Fairholme/Blackstone transaction mentioned above, the Brookfield Investor is now the sole third party holder of the Company’s remaining outstanding Warrants, which are exercisable into approximately 43 million common shares of the Company at a weighted average exercise price of $9.53 per share, assuming net share settlement.

The Warrants will continue to adjust for dividends paid by the Company.  At maturity we estimate that net share settlement ownership of the Brookfield Investor in us would be 42.7% after considering the transactions above. If the Brookfield Investor held the Warrants to maturity, assuming net share settlement and no other changes other than regular dividend adjustments, they would own approximately 43.3% of the Company.  If the Brookfield Investor held the Warrants to maturity, assuming (a) the stock price increased $10 per share, (b) the Warrants were adjusted for the impact of regular dividends and (c) net share settlement, the Brookfield Investor’s potential ownership would increase to approximately 43.8% of the Company.

On March 28, 2013, we amended the warrant agreement to replace the right of warrant holders to receive cash from the Company under a change of control to the right to, instead, receive shares of the Company, changing the method of settlement.  Effective on March 28, 2013, this amendment results in the classification of the Warrants as a component of permanent equity on our Consolidated Balance Sheets.  Prior to the amendment, the Warrants were classified as a liability and marked to fair value, with changes in fair value recognized in earnings. The following table summarizes the change in fair value of the Warrants:

	Brookfield Investor		Fairholme/Blackstone		Total
December 31, 2012	913,000		575,000		1,488,000
Warrant Expense	(17,500	)	58,000		40,500
Purchase of Fairholme/Blackstone	—		(633,000	)	(633,000	)
Reclass to Equity	(895,500	)	—		(895,500	)
March 31, 2013	—		—		—

Redevelopments

We are currently redeveloping several consolidated and unconsolidated properties with our joint venture partners primarily to convert large-scale anchor boxes into smaller leasable areas and to create new in-line retail space and new restaurant venues.  The execution of these redevelopment projects within our portfolio were identified as providing compelling risk-adjusted returns on investment.

These redevelopments represent organic growth with double-digit returns on investment (first year stabilized).  We plan to fund these costs with available cash flow, construction financing, and proceeds from debt refinancings.  We continue to evaluate a number of other redevelopment prospects to further enhance the quality of our assets.  The following table illustrates our planned redevelopments, excluding international properties:

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Selected Expansions and Redevelopments

Property	Ownership %	GGP’s Total Projected Share of Cost		GGP’s Investment to Date		Expected Return on Investment (1)	Estimated Construction Start	Expected Construction Completion
Ala Moana Center	100%	$	572.2	$	203.5	9-10%	Under Construction	Q4 2015
Christiana Mall	50%	10.6		0.9		10-11%	Q2 2013	Q4 2014
Fashion Show	100%	38.5		20.3		20%	Under Construction	Q4 2013
Glendale Galleria	50%	51.7		13.0		11-12%	Under Construction	Q4 2013
The Mall in Columbia	100%	23.6		1.3		11-12%	Under Construction	Q2 2014
North Point	100%	9.7		1.6		11-12%	Under Construction	Q4 2013
Oakbrook Center	48%	15.0		4.8		10-11%	Under Construction	Q4 2013
Oakwood Center	100%	15.2		0.4		10-11%	Under Construction	Q4 2013
Pioneer Place	100%	11.3		1.9		18-20%	Under Construction	Q4 2013
The Woodlands	100%	48.3		14.1		7-9%	Under Construction	Q3 2014
Other Projects	N/A	102.4		36.3		8-10%	Under Construction	N/A
		$	898.5	$	298.1	10-11%

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

Capital Expenditures

We have incurred capital expenditures of $25.5 million for the three months ended March 31, 2013 and $19.8 million for the three months ended March 31, 2012, which primarily relate to ordinary capital projects at our operating properties and the implementation of certain information systems at our corporate and regional offices.  In addition, we incurred tenant allowances and capitalized leasing costs for our operating properties of $36.9 million for the three months ended March 31, 2013 and $23.7 million for the three months ended March 31, 2012.

Dividends

Our Board of Directors declared common stock dividends during 2013 and 2012 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2013
May 10	July 16	July 30, 2013	$	0.12
February 4	April 16	April 30, 2013	0.12
2012
November 26	December 4	January 4, 2013	0.11
August 1	October 15	October 29, 2012	0.11
May 1	July 16	July 30, 2012	0.10
February 27	April 16	April 30, 2012	0.10

On February 4, 2013, our Board of Directors declared a first quarter common stock dividend of $0.12 per share payable on April 30, 2013, to stockholders of record on April 16, 2013.  The dividend represents a 9% increase (from $0.11 per share) to the dividends paid during 2012.

On May 10, 2013, our Board of Directors declared a second quarter common stock dividend of $0.12 per share of common stock payable on July 30, 2013, to stockholders of record on July 16, 2013.

On May 10, 2013, our Board of Directors declared a second quarter preferred stock dividend of $0.3984 per share of preferred stock payable on July 1, 2013, to stockholders of record on June 14, 2013.

Summary of Cash Flows

Cash Flows from Operating Activities

Net cash provided by operating activities was $115.1 million for the three months ended March 31, 2013 and $182.0 million for the three months ended March 31, 2012.  Significant components of net cash provided by operating activities include:

·in 2013, a decrease in accounts payable and accrued expenses of $97.4 million pursuant to a settlement with the 2006 Lenders (Note 14);

·in 2012, a decrease in accounts payable and accrued expenses of $55.3 million primarily attributable to the payment of accrued incentive compensation, $29.0 million; and

·in 2012, a decrease in restricted cash of $27.8 million primarily attributable to the spin-off of Rouse Properties, Inc,  $14.5 million.

Cash Flows from Investing Activities

Net cash used in investing activities was $43.8 million for the three months ended March 31, 2013 and $17.2 million for the three months ended March 31, 2012:

·in 2013, an increase in investments in our Unconsolidated Real Estate Affiliates of $44.3 million;

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·in 2012 a deposit for the purchase of interests in 11 Sears anchor pads, $27.0 million; and

·in 2012, distributions received from our Unconsolidated Real Estate Affiliates in excess of income, $50.0 million.

Cash Flows from Financing Activities

Net cash used in financing activities was $131.3 million for the three months ended March 31, 2013, and $243.0 million for the three months ended March 31, 2012.  Significant components of net cash used in financing activities include:

·in 2013, the purchase of the Fairholme and Blackstone Warrants, $633.2 million (Note 8);

·in 2013, proceeds from the issuance of preferred stock, $242.0 million;

·in 2013 and 2012, the proceeds from the refinancing or issuance of mortgages, notes, and loans payable, net of principal payments:  $363.1 million in 2013, and $(142.5) million in 2012; and

·in 2012, the prepayment of financing fees for the financing of Ala Moana Center in April 2012, $37.8 million.

Seasonality

Although we have a year-long temporary leasing program, occupancies for short-term tenants and, therefore, rental income recognized, are higher during the second half of the year.  In addition, the majority of our tenants have December or January lease years for purposes of calculating annual overage rent amounts.  Accordingly, overage rent thresholds are most commonly achieved in the fourth quarter.  As a result, revenue production is generally highest in the fourth quarter of each year.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations is based on our consolidated interim financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A disclosure of our critical accounting policies which affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements is included in our Annual Report on Form 10-K for the year ended December 31, 2012 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes to our critical accounting policies during 2013, and there are no accounting pronouncements that have been issued, but not yet adopted, that we believe will have a material impact to our consolidated financial statements.

REIT Requirements

In order to remain qualified as a REIT for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of our ordinary taxable income to stockholders.  See Note 7 to the consolidated financial statements for more detail on our ability to remain qualified as a REIT.

Refer also to the critical accounting policies discussed in Note 2.

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 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.  Because NOI excludes 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

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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 utilizes Company NOI, which is NOI excluding non-cash and certain non-comparable items such as straight-line rent and intangible asset and liability amortization resulting from acquisition accounting.  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 them as measures of the Company’s historical operating performance.

Funds From Operations (“FFO”) and Company FFO

The Company determines FFO based upon the definition set forth by National Association of Real Estate Investment Trusts (“NAREIT”).  The Company determines FFO to be our 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 our economic ownership interest, and all determined on a consistent basis in accordance with GAAP.  As with our presentation of NOI, FFO has been reflected on a proportionate basis.

FFO 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 our presentation of Company NOI, the Company utilizes Company FFO, which excludes from FFO certain items that are non-cash and certain non-comparable items such as our Company NOI adjustments, and FFO items such as FFO from discontinued operations from the spin-off of Rouse Properties, Inc, mark-to-market adjustments on debt and gains on the extinguishment of debt, warrant liability adjustment, and interest expense on debt repaid or settled, all as a result of our emergence, 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 our 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 General Growth Properties, Inc. to FFO and Company FFO.  None of our 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 General Growth Properties, Inc. 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.

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The following tables reconcile operating income to NOI and Company NOI (dollars in thousands) for the three months ended March 31, 2013 and 2012:

	For the three months ended March 31,
	2013			2012
Operating income	$	200,361		$	165,916
Management fees and other corporate revenues	(15,931		)	(16,171		)
Property management and other costs	40,355			41,540
General and administrative	10,933			10,510
Depreciation and amortization	195,433			206,789
Noncontrolling interest in NOI of Consolidated Properties and other	(3,502		)	(2,424		)
NOI of unconsolidated properties	102,219			98,063
Total NOI adjustments	329,507			338,307
Proportionate NOI	529,868			504,223
Company NOI adjustments:
Straight-line rent	(17,513		)	(17,794		)
Above- and below-market leases amortization, net	24,831			24,050
Real estate tax stabilization agreement	1,578			1,578
Amortization of below-market ground leases	1,384			1,434
Total Company NOI adjustments	10,280			9,268
Company NOI	$	540,148		$	513,491

The following tables reconcile net loss attributable to common stockholders to FFO and Company FFO for the three months ended March 31, 2013 and 2012:

	For the three months ended March 31,
	2013			2012
Net loss attributable to General Growth Properties, Inc.	$	(11,526	)	$	(197,615	)
Depreciation and amortization of capitalized real estate costs	239,055			253,532
Gains on sales of investment properties	(9,736		)	(2,101		)
Noncontrolling interests in depreciation of Consolidated Properties	(1,769		)	(1,755		)
Provision for impairment excluded from FFO of discontinued operations	4,975			10,393
Redeemable noncontrolling interests	(79		)	(1,318		)
Depreciation and amortization of discontinued operations	450			13,279
Preferred stock dividends	(2,125		)	—
Total FFO adjustments	230,771			272,030
Proportionate FFO	219,245			74,415
Company FFO Adjustments:
Straight-line rent	(17,513		)	(17,794		)
Above- and below-market leases amortization, net	24,831			24,050
Real estate tax stabilization agreement	1,578			1,578
Amortization of below-market ground leases	1,384			1,434
Property management and other costs	(424		)	(424		)
Preferred unit distributions (1)	—			3,098
Interest expense (2)	7,189			(1,801		)
Warrant liability adjustment	40,546			143,112
Provision for income taxes	(340		)	840
FFO from discontinued operations	(24,724		)	(6,789		)
Company FFO	$	251,772		$	221,719

(1) Distribution of RPI shares to preferred unit holders as a result of the RPI Spin-Off.

(2) Interest expense adjustments include default interest, interest expense relating to extinguished debt, mark-to-market adjustments on debt, write-off of mark-to-market adjustments on extinguished debt, debt extinguishment expenses and losses on extinguished debt.

Forward-Looking Statements

Certain statements made in this section or elsewhere in this report may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that our 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,

38

retail and economic conditions. We discuss these and other risks and uncertainties under the heading “Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2012. We may update that discussion in subsequent Quarterly Reports on Form 10-Q, but otherwise we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in the market risks described in our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 4MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Internal Control over Financial Reporting

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

PART IIOTHER INFORMATION

ITEM 1LEGAL PROCEEDINGS

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

Urban Litigation

In October 2004, certain limited partners (the “Urban Plaintiffs”) of Urban Shopping Centers, L.P. (“Urban”) filed a lawsuit against Urban’s general partner, Head Acquisition, L.P. (“Head”), as well as TRCLP, Simon Property Group, Inc., Westfield America, Inc., and various of their affiliates, including Head’s general partners (collectively, the “Urban Defendants”), in Circuit Court in Cook County, Illinois. The Predecessor, GGPLP and other affiliates were later included as Urban Defendants. The lawsuit alleges, among other things, that the Urban Defendants breached the Urban partnership agreement, unjustly enriched themselves through misappropriation of partnership opportunities, failed to grow the partnership, breached their fiduciary duties, and tortiously interfered with several contractual relationships. The plaintiffs seek relief in the form of unspecified monetary damages and equitable relief requiring, among other things, the Urban Defendants, including the Predecessor and its affiliates, to engage in certain future transactions through the Urban Partnership.  Discovery is presently underway and the case is currently scheduled for trial on July 8, 2013.  We are not presently able to predict the outcome of this case or estimate a range of loss that may result from this matter.  John Schreiber, one of our directors, serves on the board of directors of, and is an investor in, an entity that is a principal investor in the Urban Plaintiffs, and is himself an investor in the Urban Plaintiffs and, therefore, has a financial interest in the outcome of the litigation that may be adverse to us.

Default Interest

Pursuant to the Plan, the Company cured and reinstated that certain note (the “Homart Note”) in the original principal amount of $254.0 million between GGP Limited Partnership and The Comptroller of the State of New York as Trustee of the Common Retirement Fund (“CRF”) by payment in cash of accrued interest at the

39

contractual non-default rate.  CRF, however, contended that the Company’s bankruptcy caused the Company to default under the Homart Note and, therefore, post-petition interest accrued under the Homart Note at the contractual default rate was due for the period June 1, 2009 until November 9, 2010.  On June 16, 2011, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) ruled in favor of CRF, and, on June 22, 2011, the Company elected to satisfy the Homart Note in full by paying CRF the outstanding default interest and principal amount on the Homart Note totaling $246.0 million.  As a result of the ruling, the Company incurred and paid $11.7 million of default interest expense during the year ended December 31, 2011. The Company appealed the Bankruptcy Court’s order and reserved its right to recover the payment of default interest.  On March 13, 2013, the parties reached a settlement:  In exchange for the Company’s dismissal of its appeal, CRF waived all claims to attorneys’ fees.

Pursuant to the Plan, the Company agreed to pay to the holders of claims (the “2006 Lenders”) under a revolving and term loan facility (the “2006 Credit Facility”) the principal amount of their claims outstanding of approximately $2.6 billion plus post-petition interest at the contractual non-default rate. However, the 2006 Lenders asserted that they were entitled to receive interest at the contractual default rate.  In July 2011, the Bankruptcy Court ruled in favor of the 2006 Lenders.  The Company appealed the Bankruptcy Court ruling, and on March 13, 2013, the parties reached a settlement.  In exchange for the Company’s dismissal of its appeal, and a payment by the Company of $97.4 million, the 2006 Lenders waived all claim to attorneys’ fees.  The company had accrued $96.1 million as of December 31, 2012.

Tax Indemnification Liability

Pursuant to the Investment Agreements, the Successor has indemnified HHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the Investment Agreements) in an amount up to $303.8 million.  Under certain circumstances, we agreed to be responsible for interest or penalties attributable to such MPC Taxes in excess of the $303.8 million.  As a result of this indemnity, The Howard Hughes Company, LLC and Howard Hughes Properties, Inc. filed petitions in the United States Tax Court on May 6, 2011, contesting this liability for the 2007 and 2008 years and a trial was held in early November 2012.  The Internal Revenue Service has opened an audit for these two taxpayers for 2009 and 2010 with respect to MPC Taxes.  We have accrued $303.6 million as of March 31, 2013 and $303.8 million as of December 31, 2012 related to the tax indemnification liability.  In addition, we have accrued $21.6 million of interest related to the tax indemnification liability in accounts payable and accrued expenses on our Consolidated Balance Sheets as of March 31, 2013, and December 31, 2012.  The aggregate liability of $346.8 million represents management’s best estimate of our liability as of March 31, 2013, which will be periodically evaluated in the aggregate.  We do not expect to make any significant payments on the tax indemnification liability within the next 12 months.

ITEM 1A   RISK FACTORS

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

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

None

ITEM 5   OTHER INFORMATION

None

ITEM 6   EXHIBITS

10.1*      Amendment to the Warrant Agreement by and between General Growth Properties, Inc., and American Stock Transfer & Trust Company, LLC, dated March 28, 2013 (previously filed as Exhibit 99.1 to the New GGP’s Current Report on Form 8-K dated March 28, 2013, which was previously filed with the SEC on April 3, 2013).

10.2        Fourth Amendment dated April 30, 2013, to Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (filed herewith).

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10.3*      Loan Agreement among General Growth Properties, Inc., as Borrower, certain of its subsidiaries, as guarantors, Royal Bank of Canada (using its RBC Capital Markets brand name) and U.S. Bank National Association, as Joint Lead Arrangers and Bookrunners, U.S. Bank National Association, as Administrative Agent, and other Lenders party thereto dated April 26, 2013 (previously filed as Exhibit 99.1 to the Current Report on Form 8-K dated April 26, 2013 which was filed with the SEC on May 2, 2013).

31.1        Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2        Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1        Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2        Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1        Consolidated Financial Information of GGP-TRC, LLC, a subsidiary of General Growth Properties, Inc.

101         The following financial information from General Growth Properties, Inc.’s. Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, has been filed with the SEC on May 10, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements, tagged as blocks of text.  Pursuant to Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to liability under these sections.

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant has not filed debt instruments relating to long-term debt that is not registered and for which the total amount of securities authorized thereunder does not exceed 10% of total assets of the registrant and its subsidiaries on a consolidated basis as of March 31, 2013. The registrant agrees to furnish a copy of such agreements to the SEC upon request.

*              Incorporated by reference to filing by General Growth Properties, Inc. (formerly New GGP, Inc. and referred to as "New GGP") (Commission File No. 1-34948).

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SIGNATURE

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

	GENERAL GROWTH PROPERTIES, INC.
	(Registrant)
Date: May 10, 2013	By:	/s/ Michael Berman
		Michael Berman
		Chief Financial Officer
		(on behalf of the Registrant)

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EXHIBIT INDEX

10.1        Amendment to the Warrant Agreement by and between General Growth Properties, Inc., and American Stock Transfer & Trust Company, LLC, dated March 28, 2013 (previously filed as Exhibit 99.1 to the New GGP’s Current Report on Form 8-K dated March 28, 2013, which was previously filed with the SEC on April 3, 2013).

10.2        Fourth Amendment dated April 30, 2013, to Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (filed herewith).

10.3*      Loan Agreement among General Growth Properties, Inc., as Borrower, certain of its subsidiaries, as guarantors, Royal Bank of Canada (using its RBC Capital Markets brand name) and U.S. Bank National Association, as Joint Lead Arrangers and Bookrunners, U.S. Bank National Association, as Administrative Agent, and other Lenders party thereto dated April 26, 2013 (previously filed as Exhibit 99.1 to the Current Report on Form 8-K dated April 26, 2013 which was filed with the SEC on May 2, 2013).

31.1        Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2        Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1        Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of   2002.

32.2        Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1        Consolidated Financial Information of GGP-TRC, LLC, a subsidiary of General Growth Properties, Inc.

101**    The following financial information from General Growth Properties, Inc.’s. Quarterly Report on Form 10 Q for the quarter ended March 31, 2013, has been filed with the SEC on May 10, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statement of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements, tagged as blocks of text.

*              Incorporated by reference to filing by General Growth Properties, Inc. (formerly New GGP, Inc. and referred to as "New GGP") (Commission File No. 1-34948).

**           Pursuant to Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to liability under these sections.

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EX-10.2

Exhibit 10.2

FOURTH AMENDMENT TO

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF GGP LIMITED PARTNERSHIP

THIS FOURTH AMENDMENT (this “Amendment”) is made and entered into as of April 30, 2013, by and among the undersigned parties.

W I T N E S S E T H:

WHEREAS, GGP Limited Partnership (the “Partnership”), a Delaware limited partnership, exists pursuant to that certain Third Amended and Restated Agreement of Limited Partnership, dated as of November 9, 2010, as amended (the “Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;

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

WHEREAS, the General Partner has determined that additional funds are desired by the Partnership in excess of funds anticipated to be available (the “Required Funds”) and that such Required Funds should be contributed to the Partnership;

WHEREAS, General Growth Properties, Inc., a Delaware corporation (the “Public REIT”) has issued certain debt securities pursuant to that certain Loan Agreement dated as of April 26, 2013 among the Public REIT, Royal Bank of Canada and U.S. Bank National Association (as Joint Lead Arrangers and Bookrunners), U.S. Bank National Association (as administrative agent) and the certain lenders named therein (the “Term Loan”) in order to, among other reasons, raise the Required Funds;

WHEREAS, the Public REIT has caused the Required Funds raised by the issuance of the Term Loan to be contributed to its subsidiary, GGP Limited Partnership II (the “Affiliate Limited Partner”), a Delaware limited partnership, and the Affiliate Limited Partner has made a contribution of the Required Funds to the Partnership;

WHEREAS, pursuant to Section 4.3(d) of the Third Restated Partnership Agreement, upon receipt of the Required Funds, the Partnership is required to issue Preferred Units with terms that are equivalent to the terms of the Term Loan, and the General Partner is authorized, on behalf of each of the partners, to amend the Partnership Agreement to reflect the issuance of Series H Preferred Units.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto do herby agree as follows:

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

2.Amendment of Section 1.1.

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

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

b.The term “Units” set forth in Section 1.1 shall be deleted in its entirety and replaced with the following:

“Units” shall mean the partnership units in the Partnership established and issued from time to time in accordance with the terms hereof, including without limitation Common Units and Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units and Series H Preferred Units.  The number and designation of all Units held by each Partner is set forth opposite such Partner’s name on Exhibit A.

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

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

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

(e)The holders of Series H Preferred Units are entitled to monthly, cumulative partnership distributions when, if and as declared, in an amount calculated at the applicable per annum rate applied to the

$1,000 liquidation preference per Series E Preferred Unit, as more particularly described in Schedule F.

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

(f)The holders of Series H Preferred Units shall have the rights and preferences described in Schedule F.

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

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

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

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

GENERAL PARTNER:

GGP, INC.,
a Delaware corporation
By:	/s/ Marvin J. Levine
	Marvin J. Levine, Esq.
	Executive Vice President, Chief Legal Officer

EXHIBIT A

TO THE

AGREEMENT OF LIMITED PARTNERSHIP

OF

GGP LIMITED PARTNERSHIP

as of April 30, 2013

SCHEDULE F

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

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

Pricing Level	Loan-to-Value Ratio	Applicable Margin for Base Rate Units	Applicable Margin for LIBOR Units
I	< 65%	1.50%	2.50%
II	> 65%	1.75%	2.75%

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

“Base Rate” shall mean, with respect to any day, a rate per annum equal to the highest of (a) the Federal Funds Rate for such day plus ½ of 1% per annum, (b) the Prime Rate for such day, and (c) the one-month LIBOR Rate plus 1% per annum.  Each change in any interest rate provided for herein based upon the Base Rate resulting from a change in the Base Rate shall take effect at the time of such change in the Base Rate.

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

“Default Rate” shall mean a rate per annum that is equal to the lesser of (a) maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the note issued by General Growth Properties, Inc., as borrower under the Loan Agreement, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan, or (b) the applicable distribution rate with respect to such Series H Preferred Unit plus 2%.

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

“Distribution Period” means, with respect to any LIBOR Unit, a period of seven (7) days, or one (1), two (2), three (3) or six (6) months, commencing on the date such LIBOR Unit is issued, on the day such LIBOR Unit is converted from a Base Rate Unit or on the last day of the immediately preceding Distribution Period for such Unit and ending on the day which corresponds numerically to such date seven (7) days, or one (1), two (2), three (3) or six (6) months thereafter, as applicable, provided that (i) each Distribution Period of one (1), two (2), three (3) or six (6) months that commences on the

last business day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last business day of the appropriate subsequent calendar month; (ii) each Distribution Period that would otherwise end on a day that is not a business day shall end on the next succeeding business day, provided that if the Maturity Date would otherwise fall on a day that is not a business day, the Maturity Date shall be the immediately preceding business day; provided further that, other than with respect to Distribution Periods of seven days, if said next succeeding business day falls in a new calendar month, such Distribution Period shall end on the immediately preceding business day; (iii) unless the Distribution Period for a LIBOR Unit is seven (7) days, no Libor Unit shall have a Distribution Period of less than one month  and, if the Distribution Period for any LIBOR Unit would otherwise be a shorter period, such Unit shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Units; (iv) in no event shall any Distribution Period extend beyond the Maturity Date; and (v) with respect to the Distribution Payment Date occurring in May, 2013, the Distribution Period shall be the period commencing on April 26 and ending on May 1, 2013.

“Federal Funds Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the business day next succeeding such day, provided that (a) if such day is not a business day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding business day as so published on the next succeeding business day, and (b) if no such rate is so published on such next succeeding business day, the Federal Funds Rate for such day shall be the rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) representing the average of the quotations at approximately 10:00 a.m. (New York City time) on such day on such transactions received by U.S. Bank National Association from three Federal funds brokers of recognized standing selected by U.S. Bank National Association in its sole discretion.

“Prime Rate” means from time to time, the rate of interest established by U.S. Bank National Association as its prime commercial lending rate.

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

“LIBOR Rate” shall mean, with respect to any LIBOR Unit and a particular Distribution Period, (i) for the first  Distribution Period (i.e., ending May 1, 2013), 2.6875% per annum and (ii) for each Distribution Period thereafter, the LIBOR rate taken from Reuters Screen LIBOR01 page or any successor thereto, which shall be that LIBOR rate in effect two New York Banking Days prior to such Distribution Period, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate rounded up to the nearest one-sixteenth percent; provided that the LIBOR Rate shall never be less than zero.  The term “New York Banking Day” means any date (other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York.

“Loan Agreement” shall mean the Loan Agreement dated as of April 26, 2013 in the principal sum of $1,500,000,000 by and among General Growth Properties, Inc., as borrower, U.S. Bank National Association, as administrative agent, RBC Capital Markets and U.S. Bank National Association, as joint lead arrangers and bookrunners, and those property guarantors and lenders listed on the signature pages therein.  The “Loan” shall mean the loans to be made to General Growth Properties, Inc., as borrower, under the Loan Agreement.

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

“Maturity Date” shall mean April 26, 2016; provided, however, holders of Series H Preferred Units may extend the Maturity Date for two (2) successive terms (the “Extension Option”) of one (1) year each (each, an “Extension Period”) to (y) April 26, 2017 if the first Extension Option is exercised and (z) April 26, 2018 if the second Extension Option is exercised.

2.Designation and Number; Etc.  The Series H Preferred Units have been established and shall have such rights, preferences, limitations and qualifications as are described herein (in addition to the rights, preferences, limitations and qualifications contained in the Third Amended and Restated Agreement of Limited Partnership to the extent applicable).  The authorized number of Series H Preferred Units shall be 1,500,000.  Notwithstanding anything to the contrary contained herein, in the event of a conflict between the provisions of this Schedule F and any other provision of the Third Amended and Restated Agreement of Limited Partnership, the provisions of this Schedule F shall control.

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

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

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

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

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

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

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

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

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

6.Distributions.

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

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

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

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

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

(c)Distributions on the Series H Preferred Units shall accrue and be cumulative from, and including, the date of original issuance and shall be payable (when, as and if declared by the General Partner) monthly in arrears on each Distribution Payment Date.  The initial distribution on the Series H Preferred Units, which shall be paid on May 1, 2013 if declared by the General Partner, shall be for less than a full month and shall be in the amount of $559,895.83 per Series H Preferred Unit.  Distributions payable on the Series H Preferred Units shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such Distribution is payable.

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

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

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

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

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

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

(j)If, for any taxable year, the Partnership elects to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended, or any successor revenue code or section) any portion of the total distributions (as determined for Federal income tax purposes) paid or made available for the year to holders of all partnership interests of the Partnership (the “Capital Gains Amount”), then the portion of the Capital Gains Amount that shall be allocable to holders of the Series H Preferred Unit shall be in the same portion that the total distributions paid or made available to the holders of the Series H Preferred Unit for the year bears to the total distributions for the year made with respect to all partnership interests in the Partnership.

(k)Distributions with respect to the Series H Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule F shall be construed and applied consistently with such Treasury Regulations.

7.Liquidation Preference.

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

(b)If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series H Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series H Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the

Partnership, on a parity with the Series H Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series H Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series H Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full.

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

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

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

8.Redemption.

(a)Mandatory Redemptions.

(i)Extension Period Redemptions.  On each Distribution Payment Date during each Extension Period, the Partnership shall redeem a number of Series H Preferred Units equal to the quotient obtained by dividing (y) the Extension Period Redemption Payment by (z) the liquidation value of $1,000 per Series H Preferred Unit.   The Extension Period Redemption Payment shall be an amount calculated by the Partnership equal to the constant monthly principal payments required to fully amortize, over a term of thirty (30) years, the a loan in an amount equal to the then outstanding principal amount of the Loan, assuming a debt constant of 7.58% (calculated based on an annual interest rate of 6.5% and such thirty (30) year amortization schedule).

(ii)On the Maturity Date, the Partnership shall redeem the Series H Preferred Units at a redemption price equal to the $1,000

liquidation value of such Units, plus all accumulated and unpaid distributions.

(b)Optional Redemption. The holders of the Series H Preferred Units shall have the right to redeem the Series H Preferred Units, in whole or in part, for cash, at a redemption price of the $1,000 liquidation value of such Units, plus all accumulated and unpaid distributions and a redemption fee, which shall be an amount equal to the applicable “Prepayment Premium” that would be payable pursuant to the terms of the Loan Agreement in the event the Loan were repaid prior to its maturity date.

9.Purpose.  The Series H Preferred Units are issued by the Partnership in accordance with, and pursuant to, Section 4(d)(ii) of the Third Amended and Restated Agreement of Limited Partnership of GGP Limited Partnership, as amended, and as a direct result of the Unit holders’ contribution of Loan proceeds to the Partnership.  Accordingly, the terms set forth on this Exhibit F are intended to be equivalent to the terms of the Note issued by General Growth Properties, Inc., as borrower, under the Loan Agreement.  To the extent that the terms herein do not provide such equivalency, whether through omission or otherwise, the Partnership shall be authorized, notwithstanding any provision herein to the contrary, to make such adjustments to the provisions of this Exhibit F and the Series H Preferred Units.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Sandeep Mathrani, certify that:

1.I have reviewed this report on Form 10-Q of General Growth Properties, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2013	/s/ Sandeep Mathrani
	Sandeep Mathrani
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Berman, certify that:

1.I have reviewed this report on Form 10-Q of General Growth Properties, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2013	/s/ Michael Berman
	Michael Berman
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of General Growth Properties, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sandeep Mathrani, in my capacity as Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Sandeep Mathrani

Sandeep Mathrani

Chief Executive Officer

May 10, 2013

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of General Growth Properties, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Berman, in my capacity as Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael Berman

Michael Berman

Chief Financial Officer

May 10, 2013

EX-99.1

Exhibit 99.1

GGP - TRC, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

The following is unaudited consolidated financial information for our subsidiary, GGP —TRC, L.L.C, (“TRCLLC”),  formerly known as The Rouse Company L.L.C., as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012.

TRCLLC (also, “we” or “us”) is a Delaware limited liability company, formed on November 9, 2010 through voluntary conversion of The Rouse Company Limited Partnership (“TRCLP”) into a limited liability company. TRCLLC is a subsidiary of General Growth Properties, Inc. (“GGP” or the “Company”), a Delaware corporation, which was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a “REIT”.

Principles of Consolidation

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

Reclassifications

Certain prior period amounts included on the Consolidated Statements of Operations and Comprehensive Income (Loss) associated with properties we have disposed of or distributed have been reclassified to discontinued operations for all periods presented.

Critical Accounting Policies

Critical accounting policies are those that are both significant to the overall presentation of TRCLLC’s financial condition and results of operations and require management to make difficult, complex or subjective judgments.  Our critical accounting policies for the fiscal year ended December 31, 2012 have not changed during the three months ended March 31, 2013.

MANAGEMENT’S DISCUSSION OF TRCLLC OPERATIONS AND LIQUIDITY

The following table summarizes minimum rents for the three months ended March 31, 2013 and 2012:

	Three Months Ended March, 31
	2013			2012			$ Change			% Change
	(In thousands)
Components of Minimum rents:
Base minimum rents	$	47,283		$	45,810		$	1,473		3.2	%
Lease termination income	1,896			75			1,821			2,428.0
Straight-line rent	1,766			2,231			(465		)	(20.8	)
Above- and below-market tenant leases, net	(2,087		)	(2,772		)	685			(24.7	)
Total Minimum rents	$	48,858		$	45,344		$	3,514		7.7	%

Base minimum rents increased by $1.5 million primarily due to increased permanent occupancy and positive lease spreads.

Lease termination income increased by $1.8 million primarily due to $1.8 in termination fees recorded at two operating properties.

Property management and other costs decreased by $10.5 million primarily as a result of the discontinuance of corporate cost allocations from GGP.

Depreciation and amortization increased $2.6 million primarily due to write off of land of $2.1 million at one of our operating properties.

Interest expense decreased by $23.4 million primarily due to the redemption of corporate unsecured bonds during 2012 resulting in interest savings of $17.1 million.

Loss on extinguishment of debt of $3.6 million relates to fees associated with the early redemption of corporate unsecured bonds during the three months ended March 31, 2013.

T- 1

Equity in income of Unconsolidated Real Estate Affiliates — gain on investment represents the gain recognized as a result of the additional offering at our Brazilian join venture, Aliansce. The offering diluted GGP’s ownership percentage from 27.77% to 27.59% during January 2013 and resulted in a gain of $2.9 million.

Discontinued operations for the three months ended March 31, 2013, includes the net income on one operating property that was distributed to GGP during the current quarter.

Cash position and liquidity at March 31, 2013

TRCLLC’s cash and cash equivalents increased $1.6 million to $2.1million as of March 31, 2013. The cash position of TRCLLC is largely determined at any point in time by the relative short-term demands for cash by TRCLLC and GGP.

TRCLLC has publicly-traded unsecured bonds of $608.7 million outstanding as of March 31, 2013 and $700.5 million outstanding as of December 31, 2012. The bonds have covenants, including ratios of secured debt to gross assets and total debt to total gross assets. We are not aware of any instances of non-compliance with such covenants as of March 31, 2013.

On April 2, 2013, TRCLLC called for redemption the remaining bonds, $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015.  The bonds were redeemed on May 1, 2013, and the full amount of the 6.75% unsecured corporate bonds were redeemed in cash and required the payment of an early redemption fee of approximately $20.5 million, plus accrued and unpaid interest up to, but excluding, the redemption date.  The early redemption fee will be recognized in earnings during the three months ended June 30, 2013.

TRCLLC expects to remain current with respect to its debt obligations and be able to access additional funds as required from GGP.

T- 2

GGP - TRC, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2013			2012
	(In thousands)
Assets:
Investment in real estate:
Land	$	422,233		$	463,455
Buildings and equipment	2,056,990			2,269,051
Less accumulated depreciation	(185,938		)	(188,672		)
Construction in progress	7,506			14,182
Net property and equipment	2,300,791			2,558,016
Investment in and loans to/from Unconsolidated Real Estate Affiliates	894,782			904,922
Net investment in real estate	3,195,573			3,462,938
Cash and cash equivalents	2,072			434
Accounts and notes receivable, net	29,540			31,138
Deferred expenses, net	17,828			17,064
Prepaid expenses and other assets	148,821			162,764
Total assets	$	3,393,834		$	3,674,338
Liabilities:
Mortgages, notes and loans payable	$	2,153,426		$	2,061,943
Investment in and loans to/from Unconsolidated Real Estate Affiliates	15,439			—
Accounts payable and accrued expenses	155,173			164,131
Total liabilities	2,324,038			2,226,074
Capital:
Members’ capital	3,168,157			3,310,504
Receivable from General Growth Properties, Inc.	(2,018,999		)	(1,776,138		)
Accumulated other comprehensive loss	(79,362		)	(86,102		)
Members’ capital attributable to General Growth Properties, Inc.	1,069,796			1,448,264
Noncontrolling interests in Consolidated Real Estate Affiliates	—			—
Total capital	1,069,796			1,448,264
Total liabilities and capital	$	3,393,834		$	3,674,338

T- 3

GGP - TRC, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended March 31,
	2013			2012
	(In thousands)
Revenues:
Minimum rents	$	48,858		$	45,344
Tenant recoveries	23,259			22,659
Overage rents	1,257			1,349
Other	2,731			2,607
Total revenues	76,105			71,959
Expenses:
Real estate taxes	8,360			7,992
Property maintenance costs	3,069			2,689
Marketing	18			623
Other property operating costs	10,546			10,781
Provision for doubtful accounts	(171		)	226
Property management and other costs	(421		)	10,071
Depreciation and amortization	26,872			24,242
Total expenses	48,273			56,624
Operating income	27,832			15,335
Interest income	136			179
Interest expense	(18,237		)	(41,618		)
Loss on extinguishment of debt	(3,568		)	—
Loss before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests	6,163			(26,104		)
Benefit from (provision for) income taxes	—			(25		)
Equity in income of Unconsolidated Real Estate Affiliates	6,622			6,752
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	2,926			—
Loss from continuing operations	15,711			(19,377		)
Discontinued operations	663			10,303
Net income (loss)	16,374			(9,074		)
Allocation to noncontrolling interests	—			382
Net income (loss) attributable to General Growth Properties, Inc.	$	16,374		$	(8,692	)
Comprehensive income:
Net income (loss)	$	16,374		$	(9,074	)
Other comprehensive income:
Foreign currency translation	6,740			13,560
Other comprehensive income	23,114			4,486
Comprehensive income allocated to noncontrolling interests	—			382
Comprehensive income, net attributable to General Growth Properties, Inc.	$	23,114		$	4,868

T- 4

GGP - TRC, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CAPITAL

(UNAUDITED)

	Members’ Capital			Accumulated other comprehensive loss			Receivable from General Growth Properties, Inc.			Noncontrolling Interests in Consolidated Real Estate Affiliates			Total Capital
	(In thousands)
Balance at January 1, 2012	6,118,338			(48,471		)	(2,778,909		)	20,008			3,310,966
Net loss	(8,692		)	—			—			(382		)	(9,074		)
Other comprehensive loss	—			13,560			—			—			13,560
Advances to General Growth Properties, Inc.	—			—			8,372			—			8,372
Distributions to General Growth Properties, Inc.	(226,512		)	—			—			—			(226,512		)
Distributions to noncontrolling interests in Consolidated Real Estate Affiliates	—			—			—			(7		)	(7		)
Balance at March 31, 2012	5,883,134			$	(34,911	)	$	(2,770,537	)	$	19,619		$	3,097,305
Balance at January 1, 2013	3,310,504			(86,102		)	(1,776,138		)	—			1,448,264
Net income	16,374			—			—			—			16,374
Other comprehensive loss	—			6,740			—			—			6,740
Advances from General Growth Properties, Inc.	—			—			(245,847		)	—			(245,847		)
Distributions to General Growth Properties, Inc.	(158,721		)	—			2,986			—			(155,735		)
Balance at March 31, 2013	$	3,168,157		$	(79,362	)	$	(2,018,999	)	$	—		$	1,069,796

T- 5

GGP - TRC, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2013			2012
	(In thousands)
Cash Flows from Operating Activities:
Net income (loss)	$	16,374		$	(9,074	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(6,622		)	(6,752		)
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	(2,926		)
Distributions received from Unconsolidated Real Estate Affiliates	2,584			2,622
Provision for doubtful accounts	(176		)	672
Depreciation	27,651			50,703
Amortization	1,234			3,055
Amortization/write-off of deferred finance costs	—			11
Accretion/write-off of debt market rate adjustments	(9,665		)	(6,734		)
Amortization of intangibles other than in-place leases	2,631			5,531
Straight-line rent amortization	(1,810		)	(4,766		)
Loss on extinguishment of debt	3,568			—
Net Changes:
Accounts and notes receivable	1,138			3,270
Prepaid expenses and other assets	(5,594		)	3,938
Accounts payable and accrued expenses	6,773			2,827
Other, net	—			(3,257		)
Net cash provided by operating activities	35,160			42,046
Cash Flows from Investing Activities:
Acquisition/development of real estate and property additions/improvements	(7,807		)	(11,017		)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	41,720			12,981
Contributions to Unconsolidated Real Estate Affiliates	(2,376		)	(19,330		)
Decrease in restricted cash	170			534
Other, net	21			29
Net cash provided by (used in) investing activities	31,728			(16,803		)
Cash Flows from Financing Activities:
Proceeds from refinance/issuance of mortgages, notes and loans payable	557,500			—
Principal payments on mortgages, notes and loans payable	(376,903		)	(13,326		)
Prepayment of financing fees	—			(4,325		)
(Advances to) borrowings from General Growth Properties, Inc.	(245,847		)	8,372
Distribution to noncontrolling interests	—			(7		)
Net cash used in financing activities	(65,250		)	(9,286		)
Net change in cash and cash equivalents	1,638			15,957
Cash and cash equivalents at beginning of period	434			442,559
Cash and cash equivalents at end of period	$	2,072		$	458,516

T- 6

GGP - TRC, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)

	Three Months Ended March 31,
	2013			2012
	(In thousands)
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	37,772		$	47,412
Interest capitalized	103			62
Accrued capital expenditures included in accounts payable and accrued expenses	5,425			$	7,029
Non-Cash Distribution to GGPLP:
Assets	$	246,864		$	398,633
Liabilities	(91,129		)	(172,121		)

T- 7

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Acquisitions of Operating Properties
Gross Asset	$ 1,462,973		$ 1,511,162
Accumulated Amortization	(459,656)		(449,185)
Balance	1,003,317		1,061,977
Amortization/accretion effect on continuing operations	(69,566)	(96,473)
Future amortization/accretion of intangibles
2013 Remaining	173,993
2014	192,896
2015	156,501
2016	124,057
2017	94,404
Tenant leases, In-place value
Acquisitions of Operating Properties
Gross Asset	881,480		972,495
Accumulated Amortization	(381,857)		(423,492)
Balance	$ 499,623		$ 549,003

XML

STOCK-BASED COMPENSATION PLANS (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
STOCK-BASED COMPENSATION PLANS
Compensation expense	$ 5,464	$ 5,229
Stock options | Property management and other costs
STOCK-BASED COMPENSATION PLANS
Compensation expense	1,229	933
Stock options | General and administrative
STOCK-BASED COMPENSATION PLANS
Compensation expense	2,000	1,164
Restricted Stock | Property management and other costs
STOCK-BASED COMPENSATION PLANS
Compensation expense	426	582
Restricted Stock | General and administrative
STOCK-BASED COMPENSATION PLANS
Compensation expense	$ 1,809	$ 2,550

XML

WARRANTS (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended									3 Months Ended
	Mar. 31, 2013 warrant	Dec. 14, 2012 warrant	Oct. 15, 2012 warrant	Jul. 16, 2012 warrant	Apr. 16, 2012 warrant	Mar. 31, 2013 The Brookfield Investor warrant	Dec. 31, 2012 The Brookfield Investor	Dec. 31, 2012 The Brookfield Investor Pershing Square	Mar. 31, 2013 Blackstone. warrant	Mar. 31, 2013 Fairholme warrant	Mar. 31, 2013 Pershing Square warrant	Dec. 14, 2012 The Brookfield Investor and Blackstone	Oct. 15, 2012 The Brookfield Investor and Blackstone	Jul. 16, 2012 The Brookfield Investor and Blackstone	Apr. 16, 2012 The Brookfield Investor and Blackstone	Dec. 14, 2012 Fairholme, Pershing Square and Blackstone	Oct. 15, 2012 Fairholme, Pershing Square and Blackstone	Jul. 16, 2012 Fairholme, Pershing Square and Blackstone	Apr. 16, 2012 Fairholme, Pershing Square and Blackstone
WARRANT LIABILITY
Number of Warrants						57,500,000			2,500,000
Number of Warrants									2,500,000	41,070,000	16,430,000
Issuable Shares	120,000,000	134,640,000	133,884,000	133,116,000	132,372,000
Exercise price (in dollars per share)	$ 10.63					$ 10.75	$ 9.36		$ 10.75	$ 10.50	$ 10.50	$ 9.58	$ 9.64	$ 9.69	$ 9.75	$ 9.36	$ 9.41	$ 9.47	$ 9.52
Exercise price (in dollars per share)									$ 10.50		$ 9.53
Term of Warrants, in number of years from the effective date	7 years
Initial period of term of Warrants in number of years during which prior notice is to be given										6 years 6 months	6 years 6 months
Notice period to exercise permanent warrants										90 days	90 days
Number of warrants acquired								16,430,000
Purchase price of warrants acquired								$ 272
Number of common shares, into which warrants are exercisable											43,000,000

XML

STOCK-BASED COMPENSATION PLANS (Details 3) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Shares
Exercised (in shares)	(213,534)	(11,235)
Stock options
Shares
Stock options Outstanding at the beginning of the period (in shares)	9,692,499	11,503,869
Granted (in shares)	5,901,108
Exercised (in shares)	(208,587)	(1,200)
Forfeited (in shares)	(70,811)	(140,042)
Expired (in shares)	(1,759)	(499,088)
Stock options Outstanding at the end of the period (in shares)	15,312,450	10,863,539
Weighted Average Exercise Price
Stock options Outstanding at the beginning of the period (in dollars per share)	13.59	15.65
Granted (in dollars per share)	19.24
Exercised (in dollars per share)	14.19	14.17
Forfeited (in dollars per share)	15.28	14.78
Expired (in dollars per share)	14.17	46.39
Stock options Outstanding at the end of the period (in dollars per share)	15.75	13.66

XML

MORTGAGES, NOTES AND LOANS PAYABLE (Details) (USD $)	3 Months Ended		3 Months Ended	12 Months Ended	3 Months Ended		0 Months Ended	3 Months Ended																		3 Months Ended			3 Months Ended		3 Months Ended	0 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 GGP Capital Trust I	Dec. 31, 2006 GGP Capital Trust I	Mar. 31, 2013 Collateralized mortgages, notes and loans payable item	Dec. 31, 2012 Collateralized mortgages, notes and loans payable	May 01, 2013 Corporate and other unsecured term loans	Mar. 31, 2013 Corporate and other unsecured term loans	Dec. 31, 2012 Corporate and other unsecured term loans	Mar. 31, 2013 Junior Subordinated Notes due 2041	Dec. 31, 2012 Junior Subordinated Notes due 2041	Mar. 31, 2013 Original Loan Willowbrook Mall	Mar. 31, 2013 Original Loan Pembroke Lakes Mall	Mar. 31, 2013 Original Loan Valley Plaza Mall	Mar. 31, 2013 New Loan Willowbrook Mall	Mar. 31, 2013 New Loan Pembroke Lakes Mall	Mar. 31, 2013 New Loan Valley Plaza Mall	Mar. 31, 2013 Bonds payable	Dec. 31, 2012 Bonds payable	Mar. 31, 2013 TRCLLC Bonds - 2010 Indenture	Dec. 31, 2012 TRCLLC Bonds - 2010 Indenture	Mar. 31, 2013 Arizona Two (HHC)	Dec. 31, 2012 Arizona Two (HHC)	Dec. 31, 2012 TRCLLC Bonds - 1995 Indenture one	Mar. 31, 2013 5.38% notes due November 26, 2013	Mar. 31, 2013 5.38% notes due November 26, 2013 TRCLLC Redemption of debt	Feb. 14, 2013 5.38% notes due November 26, 2013 TRCLLC Redemption of debt	Mar. 31, 2013 6.75% notes due November 9, 2015	Mar. 31, 2013 6.75% notes due November 9, 2015 TRCLLC Subsequent event Redemption of debt	Apr. 02, 2013 6.75% notes due November 9, 2015 TRCLLC Subsequent event Redemption of debt	Mar. 31, 2013 Revolving credit facility, (the "Facility")	Jan. 28, 2013 Revolving credit facility, (the "Facility") Debt issuance	Mar. 31, 2013 Revolving credit facility, (the "Facility") Minimum	Mar. 31, 2013 Revolving credit facility, (the "Facility") Maximum
Mortgages, notes and loans payable
Fixed-rate debt	$ 15,254,834,000	$ 14,954,601,000			$ 14,620,117,000	$ 14,225,011,000		$ 634,717,000	$ 729,590,000																		$ 91,800,000			$ 608,700,000
Variable-rate debt	980,532,000	1,012,265,000			980,532,000	1,012,265,000
Total mortgages, notes and loans payable	16,235,366,000	15,966,866,000
Long-term debt					15,600,000,000					206,200,000	206,200,000	146,500,000	119,000,000	86,000,000	360,000,000	260,000,000	240,000,000	626,518,000	719,821,000	608,688,000	608,688,000	17,830,000	19,347,000	91,786,000
Weighted-average fixed interest rate (as a percent)	4.81%	4.96%			4.73%	4.88%		6.68%	6.51%																5.38%			6.75%
Weighted-average variable interest rate (as a percent)					3.41%	3.42%				1.75%	1.76%
Weighted-average interest rate (as a percent)	4.72%	4.86%
Market rate adjustment excluded from corporate and other unsecured loans	(21,000,000)	(23,300,000)																8,200,000
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral					21,500,000,000
Secured debt, cross-collateralized with other properties					2,100,000,000
Amount of recourse fixed and variable rate debt					657,300,000
Number of mortgage notes refinanced					6
Value of mortgage notes refinanced					1,200,000,000
Proceeds from mortgage loans refinanced					635,900,000
Amount repaid					100,200,000		608,700,000	91,800,000
Interest rate (as a percent)												6.82%	4.94%	3.90%	3.55%	3.56%	3.75%	6.68%	6.51%	6.75%	6.75%	4.41%	4.41%	5.38%					6.75%
Cash proceeds in excess of in-place financing															213,500,000	141,000,000	154,000,000
Debt extinguishment costs																										3,500,000			20,500,000
Maximum borrowing capacity																															1,000,000,000
Uncommitted accordion feature																															1,250,000,000
Variable rate basis	LIBOR		LIBOR																												LIBOR
Basis spread on variable rate (as a percent)																																	2.00%	2.75%
Amounts outstanding	0
Additional borrowing																																400,000,000
Issuance of trust preferred securities				200,000,000
Common securities issued to GGLP				6,200,000
Purchase of Junior Subordinated Notes				206,200,000
Trust Preferred Securities, basis spread on variable rate			1.45%
Outstanding letter of credit and surety bonds	$ 22,200,000	$ 21,700,000

XML

STOCK-BASED COMPENSATION PLANS (Tables)

3 Months Ended

Mar. 31, 2013

STOCK-BASED COMPENSATION PLANS

Summary of compensation expense related to stock-based compensation plans

	Three Months Ended March 31,
	2013		2012
Stock options - Property management and other costs	$	1,229	$	933
Stock options - General and administrative	2,000		1,164
Restricted stock - Property management and other costs	426		582
Restricted stock - General and administrative	1,809		2,550
Total	$	5,464	$	5,229

Summary of stock option activity

	2013				2012
			Weighted				Weighted
			Average				Average
			Exercise				Exercise
	Shares		Price		Shares		Price
Stock options Outstanding at January 1	9,692,499		$	13.59	11,503,869		$	15.65
Granted	5,901,108		19.24		—		—
Exercised	(208,587	)	14.19		(1,200	)	14.17
Forfeited	(70,811	)	15.28		(140,042	)	14.78
Expired	(1,759	)	14.17		(499,088	)	46.39
Stock options Outstanding at March 31	15,312,450		$	15.75	10,863,539		$	13.66

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Intangible liabilities:
Gross Liability	$ 711,634	$ 750,902
Accumulated Accretion	(248,736)	(256,094)
Balance	462,898	494,808
Remaining Accounts payable and accrued expenses:
Accrued interest	99,364	185,461
Accounts payable and accrued expenses	119,628	160,861
Accrued real estate taxes	85,504	67,581
Deferred gains/income	79,557	98,376
Accrued payroll and other employee liabilities	28,423	34,802
Construction payable	53,812	70,609
Tenant and other deposits	22,992	22,870
Insurance reserve liability	16,206	15,796
Capital lease obligation	13,149	13,292
Conditional asset retirement obligation liability	12,695	12,134
Uncertain tax position liability	5,961	5,873
Other	14,565	29,768
Total remaining Accounts payable and accrued expenses	551,856	717,423
Total Accounts payable and accrued expenses	1,014,754	1,212,231
Below-market tenant leases net
Intangible liabilities:
Gross Liability	686,610	725,878
Accumulated Accretion	(244,020)	(251,896)
Balance	442,590	473,982
Above-market office lessee leases net
Intangible liabilities:
Gross Liability	15,268	15,268
Accumulated Accretion	(3,817)	(3,393)
Balance	11,451	11,875
Above-market ground leases net
Intangible liabilities:
Gross Liability	9,756	9,756
Accumulated Accretion	(899)	(805)
Balance	$ 8,857	$ 8,951

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of depreciation or amortization expense computed using the straight-line method based upon the estimated useful lives

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

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

	Gross Asset		Accumulated Amortization			Net Carrying Amount
As of March 31, 2013
Tenant leases:
In-place value	$	881,480	$	(381,857	)	$	499,623
As of December 31, 2012
Tenant leases:
In-place value	$	972,495	$	(423,492	)	$	549,003

Schedule of amortization/accretion of these intangible assets and liabilities on net (loss) from continuing operations

	Three Months Ended March 31,
	2013			2012
Amortization/accretion effect on continuing operations	$	(69,566	)	$	(96,473	)

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

Year	Amount
2013 Remaining	$	173,993
2014	192,896
2015	156,501
2016	124,057
2017	94,404

Schedule of management fees earned

	Three Months Ended March 31,
	2013			2012
Management fees from affiliates	$	15,858		$	15,678
Management fee expense	(5,971		)	(6,123		)
Net management fees from affiliates	$	9,887		$	9,555

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) (USD $)	1 Months Ended					3 Months Ended				3 Months Ended				0 Months Ended		3 Months Ended
	Feb. 28, 2013	Nov. 30, 2012	Aug. 31, 2012	May 31, 2012	Feb. 29, 2012	Mar. 31, 2013	Mar. 31, 2012	Mar. 28, 2013	Dec. 31, 2012	Mar. 31, 2013 Series B	Mar. 31, 2013 Series D	Mar. 31, 2013 Series E	Mar. 31, 2013 Series C	Feb. 13, 2013 6.375% series a cumulative redeemable perpetual preferred stock Preferred stock issuance	Mar. 31, 2013 6.375% series a cumulative redeemable perpetual preferred stock Preferred stock issuance	Mar. 31, 2013 6.375% series a cumulative redeemable perpetual preferred stock Preferred stock issuance Maximum
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
Estimated payments for repurchase of redeemable noncontrolling interest						$ 127,600,000
Conversion ratio for convertible common units to common stock						1
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units						(2,336,000)	(5,434,000)
Net loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)						85,000	1,318,000
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates						(537,000)	749,000
Allocation to noncontrolling interests						(2,788,000)	(3,367,000)
Other comprehensive (income) loss allocation to noncontrolling interests						(53,000)	(96,000)
Comprehensive (income) loss allocated to noncontrolling interests						(2,841,000)	(3,463,000)
Unit Conversions Disclosures
Number of Common Units for each Preferred unit										3.00000	1.50821	1.29836	1.00000
Number of Contractual Convertible Preferred Units Outstanding										1,279,715	532,750	502,658	20,000
Converted Basis to Common Units Outstanding										3,991,799	803,499	652,631	20,000
Conversion Price (in dollars per share)										$ 16.66670	$ 33.15188	$ 38.51000	$ 250.00000
Redemption Value						136,127,286				79,356,964	26,637,502	25,132,820	5,000,000
GGP stock price per share								$ 19.88	$ 19.85	$ 19.88
Activity of redeemable noncontrolling interests
Balance at the beginning of the period						268,219,000	223,795,000
Net loss						(85,000)	(1,318,000)
Distributions						(732,000)	(685,000)
Cash redemption of operating partnership units						(3,328,000)
Dividend for RPI Spin-Off							3,137,000
Other comprehensive income						53,000	96,000
Fair value adjustment for noncontrolling interests in Operating Partnership						(427,000)	16,119,000
Balance at the end of the period						263,700,000	241,144,000
Common Stock Dividend and Purchase of Common Stock
Dividends declared per share (in dollars per share)	$ 0.12	$ 0.11	$ 0.11	$ 0.10	$ 0.10	$ 0.12	$ 0.10
Number of shares issued due to DRIP elections for dividends declared						7,178	2,294,684
Number of preferred shares redeemed through public offering														10,000,000
Preferred shares dividend (as a percent)														637.50%
Issue Price (in dollars per share)														$ 25.00
Net proceeds from preferred shares issued after issuance costs						$ 242,042,000								$ 242,000,000
Redemption price per share (in dollars per share)															$ 25.00
Conversion of preferred share per common share issued upon conversion																$ 2.4679

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FAIR VALUE (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Carrying Amount
Fixed-rate debt	$ 15,254,834	$ 14,954,601
Variable-rate debt	980,532	1,012,265
Total mortgages, notes and loans payable	16,235,366	15,966,866
Estimated Fair Value
Fixed-rate debt	16,226,925	16,190,518
Variable-rate debt	1,006,801	1,040,687
Total long-term debt, fair value	$ 17,233,726	$ 17,231,205
Variable rate basis	LIBOR

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ORGANIZATION (Details)	3 Months Ended
	Mar. 31, 2013
ORGANIZATION
Common equity ownership in GGP Limited Partnership (as a percent)	99.00%
Ownership in GGP Limited held by limited partners (as a percent)	1.00%
Regional Malls
Real estate properties
Gross leasable area (in square feet)	134,000,000
United States | Regional Malls
Real estate properties
Number of real estate properties in portfolio	124
Brazil | Regional Malls
Real estate properties
Number of real estate properties in portfolio	18
Western region of the United States | Strip/other retail centers
Real estate properties
Number of real estate properties in portfolio	10
Gross leasable area (in square feet)	4,100,000
Columbia, Maryland | Stand-alone office buildings
Real estate properties
Number of real estate properties in portfolio	7
Gross leasable area (in square feet)	900,000

XML

EARNINGS PER SHARE (Details 2)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)	60,038,000	61,076,000
GGPLP
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)	27,459,195
Common Units
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)	6,574,000	6,860,000
Stock Options
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)	3,077,000	1,673,000
Warrant
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)	50,387,000	52,543,000

XML

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2013
INCOME TAXES
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT	90.00%
Period of disqualification of REIT status	4 years

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

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

We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls.  Our portfolio of regional malls represents a collection of retail properties that are targeted to a range of market sizes and consumer tastes.  Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available.  We do not distinguish or group our consolidated operations based on geography, size or type. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues.  As a result, the Company’s operating properties are aggregated into a single reportable segment.

Reclassifications

Certain prior period amounts included in the Consolidated Statements of Operations and Comprehensive Income (Loss) and related footnotes associated with properties we have disposed of have been reclassified to discontinued operations for all periods presented.  Also, we have separately presented certain amounts within our Consolidated Statements of Cash Flows which were previously combined in the line Acquisition/development of real estate and property additions/developments.  The $55.4 million originally presented has been broken out into the lines Acquisition of real estate and property additions for $11.7 million, and Development of real estate and property improvements for $43.7 million, to conform to the current year presentation.

Properties

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

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

The estimated useful lives of our properties are determined so as to allocate as equitably as possible the depreciation or amortization expense for which services are to be obtained from the use of each property.  We periodically review the estimated useful lives of our properties.  In connection with our current review, we identified certain properties where we determined the estimated useful lives should be shortened based upon our current assessment.  Therefore, we have prospectively reduced the remaining useful lives to reflect the life over which we expect to obtain services from the use of each of these properties.  The estimated useful lives for these properties now range from 10-30 years.

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

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

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition.  Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. No significant value has been ascribed to tenant relationships.

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

	Gross Asset		Accumulated Amortization			Net Carrying Amount
As of March 31, 2013
Tenant leases:
In-place value	$	881,480	$	(381,857	)	$	499,623
As of December 31, 2012
Tenant leases:
In-place value	$	972,495	$	(423,492	)	$	549,003

The above-market tenant leases and below-market ground leases are included in Prepaid expenses and other assets (Note 12); the below-market tenant leases, above-market ground leases and above-market building lease are included in Accounts payable and accrued expenses (Note 13) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 12 and Note 13, had the following effects on our Loss from continuing operations:

	Three Months Ended March 31,
	2013			2012
Amortization/accretion effect on continuing operations	$	(69,566	)	$	(96,473	)

Future amortization/accretion of all intangibles, including the intangibles in Note 12 and Note 13, is estimated to decrease results from continuing operations as follows:

Year	Amount
2013 Remaining	$	173,993
2014	192,896
2015	156,501
2016	124,057
2017	94,404

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates.  Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss).  Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income (Loss) and in property management and other costs in the Condensed Combined Statements of Income in Note 5.  The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended March 31,
	2013			2012
Management fees from affiliates	$	15,858		$	15,678
Management fee expense	(5,971		)	(6,123		)
Net management fees from affiliates	$	9,887		$	9,555

Impairment

Operating properties

We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, management’s intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows.   Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows.  To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations.  In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group.  The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

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

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

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

There were no provisions for impairment for the three months ended March 31, 2013 and 2012, included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended March 31, 2013, we recorded $5.0 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss), which was incurred as a result of the sale of two operating properties.  One of the operating properties was previously transferred to a special servicer, and was sold in a lender-directed sale in full satisfaction of the related debt.  This resulted in the recognition of a gain on extinguishment of debt of $25.9 million (Note 3).  The other operating property related to a regional mall where the sales price of the property was lower than its carrying value. During the three months ended March 31, 2012, we recorded $10.4 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) related to the disposal of two operating properties.

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount.  Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2013 and 2012.

General

Impairment charges could be taken in the future if economic conditions change or if the plans regarding our assets change.  Therefore, we can provide no assurance that material impairment charges with respect to our assets, including operating properties, construction in progress and investments in Unconsolidated Real Estate Affiliates, will not occur in future periods.  We will continue to monitor circumstances and events in future periods to determine whether impairments are warranted.

Fair Value Measurements (Note 4)

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

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

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

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

The impairment section above includes a discussion of all impairments recognized during the three months ended March 31, 2013 and 2012 that were based on Level 2 inputs.  Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 8 includes a discussion of our outstanding warrant liability which was measured at fair value using Level 3 inputs.

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Assets:
Land	$ 4,260,197	$ 4,278,471
Buildings and equipment	18,765,489	18,806,858
Less accumulated depreciation	(1,524,105)	(1,440,301)
Construction in progress	311,216	376,529
Net property and equipment	21,812,797	22,021,557
Net investment in real estate	24,683,274	24,887,428
Cash and cash equivalents	564,808	624,815	494,772	572,872
Accounts and notes receivable, net	252,624	260,860
Deferred expenses, net	185,176	179,837
Prepaid expenses and other assets	1,249,638	1,329,465
Total assets	26,935,520	27,282,405
Liabilities and Owners' Equity:
Total liabilities and equity	26,935,520	27,282,405
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners' equity	8,751,584	7,705,020	8,342,546	8,579,345
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net	2,870,477	2,865,871
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net	2,870,477	2,865,871
Unconsolidated
Assets:
Land	1,012,137	960,335
Buildings and equipment	8,297,631	7,658,965
Less accumulated depreciation	(2,149,603)	(2,080,361)
Construction in progress	193,139	173,419
Net property and equipment	7,353,304	6,712,358
Investment in unconsolidated joint ventures	711,200	1,201,044
Net investment in real estate	8,064,504	7,913,402
Cash and cash equivalents	363,581	485,387
Accounts and notes receivable, net	153,056	167,548
Deferred expenses, net	239,742	298,050
Prepaid expenses and other assets	149,610	140,229
Total assets	8,970,493	9,004,616
Liabilities and Owners' Equity:
Mortgages, notes and loans payable	6,557,943	6,463,377
Accounts payable, accrued expenses and other liabilities	411,219	509,064
Cumulative effect of foreign currency translation ("CFCT")	(122,779)	(158,195)
Owners' equity, excluding CFCT	2,124,110	2,190,370
Total liabilities and equity	8,970,493	9,004,616
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners' equity	2,001,331	2,032,175
Less: joint venture partners' equity	(1,130,393)	(1,105,457)
Plus: excess investment/basis differences	1,984,100	1,939,153
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net	2,855,038	2,865,871
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	2,870,477	2,865,871
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates	(15,439)
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net	$ 2,855,038	$ 2,865,871

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MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

3 Months Ended

Mar. 31, 2013

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of Mortgages, notes and loans payable

	March 31,		Weighted-Average		December 31,		Weighted-Average
	2013(1)		Interest Rate(2)		2012(3)		Interest Rate(2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	14,620,117	4.73	%	$	14,225,011	4.88	%
Corporate and other unsecured loans	634,717		6.68	%	729,590		6.51	%
Total fixed-rate debt	15,254,834		4.81	%	14,954,601		4.96	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable	980,532		3.41	%	1,012,265		3.42	%
Total Mortgages, notes and loans payable	$	16,235,366	4.72	%	$	15,966,866	4.86	%
Variable-rate debt:
Junior Subordinated Notes	$	206,200	1.75	%	$	206,200	1.76	%

(1) Includes ($21.0) million of debt market rate adjustments.

(2) Represents the weighted-average interest rates on our principal balances, excluding the effects of deferred finance costs.

(3) Includes ($23.3) million of debt market rate adjustments.

Summary of the entity significant loan refinancings

Property	Original Loan		Original Rate		New Loan		New Rate		Net Proceeds		Maturity
	(dollars in millions)
Willowbrook Mall	$	146.5	6.82	%	$	360.0	3.55	%	$	213.5	March 2025
Pembroke Lakes Mall	119.0		4.94	%	260.0		3.56	%	141.0		March 2025
Valley Plaza Mall	86.0		3.90	%	240.0		3.75	%	154.0		March 2025

Schedule of unsecured debt obligations

	March 31,		Weighted-Average		December 31,		Weighted-Average
	2013(2)		Interest Rate		2012		Interest Rate
Unsecured fixed-rate debt:
TRCLLC Bonds - 2010 Indenture(1) (3)	$	608,688	6.75	%	$	608,688	6.75	%
HHC Note(1)	17,830		4.41	%	19,347		4.41	%
TRCLLC Bonds - 1995 Indenture	—		—		91,786		5.38	%
Total unsecured fixed-rate debt	$	626,518	6.68	%	$	719,821	6.51	%

(1) Matures from November 2015 through December 2015.

(2) Excludes a net market rate premium of $8.2 million that increases the total amount that appears outstanding in our Consolidated Balance Sheets.  The market rate premium amortizes as a reduction to interest expense over the life of the respective loan.

(3) We repaid $608.7 million of corporate unsecured bonds on May 1, 2013 (Note 16).

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)

3 Months Ended

Mar. 31, 2013

UNCONSOLIDATED REAL ESTATE AFFILIATES

Schedule of financial information for entity's Unconsolidated Real Estate Affiliates, including our investment in Aliansce

	March 31,			December 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	1,012,137		$	960,335
Buildings and equipment	8,297,631			7,658,965
Less accumulated depreciation	(2,149,603		)	(2,080,361		)
Construction in progress	193,139			173,419
Net property and equipment	7,353,304			6,712,358
Investments in unconsolidated joint ventures	711,200			1,201,044
Net investment in real estate	8,064,504			7,913,402
Cash and cash equivalents	363,581			485,387
Accounts and notes receivable, net	153,056			167,548
Deferred expenses, net	239,742			298,050
Prepaid expenses and other assets	149,610			140,229
Total assets	$	8,970,493		$	9,004,616
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	$	6,557,943		$	6,463,377
Accounts payable, accrued expenses and other liabilities	411,219			509,064
Cumulative effect of foreign currency translation (“CFCT”)	(122,779		)	(158,195		)
Owners’ equity, excluding CFCT	2,124,110			2,190,370
Total liabilities and owners’ equity	$	8,970,493		$	9,004,616
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	2,001,331		$	2,032,175
Less: joint venture partners’ equity	(1,130,393		)	(1,105,457		)
Plus: excess investment/basis differences*	1,984,100			1,939,153
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,855,038		$	2,865,871
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	$	2,870,477		$	2,865,871
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates	(15,439		)	—
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,855,038		$	2,865,871

*Includes gain on investment in Aliansce of $3.4 million.

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	$	199,518		$	194,234
Tenant recoveries	76,129			76,928
Overage rents	7,842			6,327
Management and other fees(1)	4,916			4,858
Other	21,282			22,819
Total revenues	309,687			305,166
Expenses:
Real estate taxes	25,515			24,285
Property maintenance costs	8,623			10,099
Marketing	3,141			3,386
Other property operating costs	43,438			46,886
Provision for doubtful accounts	1,533			687
Property management and other costs(2)	12,438			12,690
General and administrative(1)	10,267			10,596
Depreciation and amortization	73,185			72,137
Total expenses	178,140			180,766
Operating income	131,547			124,400
Interest income	3,763			2,224
Interest expense	(88,865		)	(81,432		)
Provision for income taxes	(156		)	(219		)
Equity in income of unconsolidated joint ventures	14,356			6,794
Income from continuing operations	60,645			51,767
Discontinued operations	—			(927		)
Allocation to noncontrolling interests	1,265			108
Net income attributable to the ventures	$	61,910		$	50,948
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	61,910		$	50,948
Joint venture partners’ share of income	(34,659		)	(31,157		)
Amortization of capital or basis differences	(14,057		)	(13,839		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,194		$	5,952

(1) Primarily includes activity from Aliansce (defined below).

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

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PREPAID EXPENSES AND OTHER ASSETS (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Intangible assets:
Gross Asset	$ 1,462,973	$ 1,511,162
Accumulated Amortization	(459,656)	(449,185)
Balance	1,003,317	1,061,977
Remaining prepaid expenses and other assets:
Security and escrow deposits	167,540	181,481
Prepaid expenses	57,624	54,514
Other non-tenant receivables	5,666	12,450
Deferred tax, net of valuation allowances	1,436	902
Other	14,055	18,141
Total remaining Prepaid expenses and other assets	246,321	267,488
Total Prepaid expenses and other assets	1,249,638	1,329,465
Above-market tenant leases net
Intangible assets:
Gross Asset	1,181,928	1,230,117
Accumulated Amortization	(433,586)	(425,837)
Balance	748,342	804,280
Below-market ground leases net
Intangible assets:
Gross Asset	169,539	169,539
Accumulated Amortization	(10,970)	(9,825)
Balance	158,569	159,714
Real estate tax stabilization agreement net
Intangible assets:
Gross Asset	111,506	111,506
Accumulated Amortization	(15,100)	(13,523)
Balance	$ 96,406	$ 97,983

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Minimum rents	$ 403,415	$ 377,684
Tenant recoveries	187,711	174,874
Overage rents	11,479	13,086
Management and other fees	15,931	16,171
Other	19,267	14,798
Total revenues	637,803	596,613
Expenses:
Real estate taxes	69,272	55,699
Property maintenance costs	23,830	20,531
Marketing	6,519	6,738
Other property operating costs	89,303	86,719
Provision for doubtful accounts	1,797	2,171
Property management and other costs	40,355	41,540
General and administrative	10,933	10,510
Depreciation and amortization	195,433	206,789
Total expenses	437,442	430,697
Operating income	200,361	165,916
Interest income	721	661
Interest expense	(195,383)	(210,760)
Provision for income taxes	(141)	(1,396)
Loss from continuing operations	(27,665)	(182,739)
Discontinued operations	18,927	(11,509)
Allocation to noncontrolling interests	(2,788)	(3,367)
Net loss attributable to common stockholders	(13,651)	(197,615)
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the venture	(13,651)	(197,615)
Equity in income of Unconsolidated Real Estate Affiliates	13,194	5,952
Regional Malls | United States
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of real estate properties in portfolio	124
Regional Malls | Brazil
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of real estate properties in portfolio	18
Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	199,518	194,234
Tenant recoveries	76,129	76,928
Overage rents	7,842	6,327
Management and other fees	4,916	4,858
Other	21,282	22,819
Total revenues	309,687	305,166
Expenses:
Real estate taxes	25,515	24,285
Property maintenance costs	8,623	10,099
Marketing	3,141	3,386
Other property operating costs	43,438	46,886
Provision for doubtful accounts	1,533	687
Property management and other costs	12,438	12,690
General and administrative	10,267	10,596
Depreciation and amortization	73,185	72,137
Total expenses	178,140	180,766
Operating income	131,547	124,400
Interest income	3,763	2,224
Interest expense	(88,865)	(81,432)
Provision for income taxes	(156)	(219)
Equity in income of unconsolidated joint ventures	14,356	6,794
Loss from continuing operations	60,645	51,767
Discontinued operations		(927)
Allocation to noncontrolling interests	1,265	108
Net loss attributable to common stockholders	61,910	50,948
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the venture	61,910	50,948
Joint venture partners' share of income	(34,659)	(31,157)
Amortization of capital or basis differences	(14,057)	(13,839)
Equity in income of Unconsolidated Real Estate Affiliates	$ 13,194	$ 5,952
Unconsolidated Real Estate Affiliates | United States
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of joint ventures in which the entity holds interest	19
Unconsolidated Real Estate Affiliates | Brazil
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of joint ventures in which the entity holds interest	2
Unconsolidated Real Estate Affiliates | Regional Malls | United States
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of real estate properties in portfolio	31
Unconsolidated Real Estate Affiliates | Regional Malls | Brazil
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of real estate properties in portfolio	18

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WARRANTS (Tables)

3 Months Ended

Mar. 31, 2013

WARRANTS

Schedule of Warrants received

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

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

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

Schedule of shares issuable upon exercise of the outstanding GGP warrants

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

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

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

Schedule of change in fair value

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

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

	March 28, 2013		December 31, 2012
Fair value of Warrants	$	895,513	$	1,488,196
Observable Inputs
GGP stock price per share	$	19.88	$	19.85
Warrant term	4.62		4.86
Unobservable Inputs
Expected volatility	30%		33%
Range of values considered	(15% - 65)%		(20% - 65)%
Discount for lack of marketability	3%		3%
Range of values considered	(3% - 7)%		(3% - 7)%

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)

3 Months Ended

Mar. 31, 2013

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Schedule of activity included in the allocation to noncontrolling interests

	Three Months Ended March 31,
	2013			2012
Distributions to preferred Operating Partnership units	$	(2,336	)	$	(5,434	)
Net loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)	85			1,318
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates	(537		)	749
Allocation to noncontrolling interests	(2,788		)	(3,367		)
Other comprehensive (income) loss allocated to noncontrolling interests	(53		)	(96		)
Comprehensive (income) loss allocated to noncontrolling interests	$	(2,841	)	$	(3,463	)

Schedule of redeemable noncontrolling interests

	Number of Common Units for each Preferred Unit	Number of Contractual Convertible Preferred Units Outstanding as of March 31, 2013	Converted Basis to Common Units Outstanding as of March 31, 2013	Conversion Price		Redemption Value
Series B (1)	3.00000	1,279,715	3,991,799	$	16.66670	$	79,356,964
Series D	1.50821	532,750	803,499	33.15188		26,637,502
Series E	1.29836	502,658	652,631	38.51000		25,132,820
Series C	1.00000	20,000	20,000	250.00000		5,000,000
						$	136,127,286

(1)  The conversion price of Series B preferred units is lower than the GGP March 31, 2013 closing common stock price of $19.88.  Therefore, a common stock price of $19.88 is used to calculate the Series B redemption value.

Activity of redeemable noncontrolling interests

Balance at January 1, 2012	$	223,795
Net loss	(1,318		)
Distributions	(685		)
Dividend for RPI Spin-Off	3,137
Other comprehensive income	96
Fair value adjustment for noncontrolling interests in Operating Partnership	16,119
Balance at March 31, 2012	$	241,144
Balance at January 1, 2013	$	268,219
Net loss	(85		)
Distributions	(732		)
Cash redemption of operating partnership units	(3,328		)
Other comprehensive income	53
Fair value adjustment for noncontrolling interests in Operating Partnership	(427		)
Balance at March 31, 2013	$	263,700

Summary of common stock dividends declared

Declaration Date	Record Date	Date Payable or Paid	Dividend Per Share
February 4, 2013	April 16, 2013	April 30, 2013	$	0.12
November 26, 2012	December 14, 2012	January 4, 2013	0.11
August 1, 2012	October 15, 2012	October 29, 2012	0.11
May 1, 2012	July 16, 2012	July 30, 2012	0.10
February 27, 2012	April 16, 2012	April 30, 2012	0.10

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ORGANIZATION

3 Months Ended

Mar. 31, 2013

ORGANIZATION

ORGANIZATION

NOTE 1                ORGANIZATION

Readers of this Quarterly Report should refer to the Company’s (as defined below) audited consolidated financial statements for the year ended December 31, 2012 which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2012 (Commission File No. 1-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report.  In the opinion of management, all adjustments necessary for fair presentation (which include only normal recurring adjustments) have been included.  Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

General

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

GGP, through its subsidiaries and affiliates, operates, manages and selectively re-develops primarily regional mall properties, which are predominantly located throughout the United States.  GGP also owns assets in Brazil through investments in Unconsolidated Real Estate Affiliates (as defined below).  As of March 31, 2013, our portfolio was comprised of 124 regional malls in the United States and 18 malls in Brazil comprising approximately 134 million square feet of gross leasable area (“GLA”).  In addition to regional malls, as of March 31, 2013, we owned 10 strip/other retail centers totaling 4.1 million square feet, primarily in the Western region of the United States, as well as seven stand-alone office buildings totaling 0.9 million square feet, concentrated in Columbia, Maryland.

Substantially all of our business is conducted through GGP Limited Partnership (the “Operating Partnership” or “GGPLP”).   GGPLP owns an interest in the properties that are part of the consolidated financial statements of GGP.  As of March 31, 2013, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units as defined below) of the Operating Partnership, while the remaining 1% was held by limited partners and certain previous contributors of properties to the Operating Partnership.

The Operating Partnership also has preferred units of limited partnership interest (the “Preferred Units”) outstanding.  The terms of the Preferred Units provide that the Preferred Units are convertible into Common Units which then are redeemable for cash or, at our option, shares of GGP common stock (Note 9).

In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through the following subsidiaries:

· GGP-TRC, LLC (“TRCLLC”), formerly known as The Rouse Company, LLC, which has ownership interests in certain Consolidated Properties and Unconsolidated Properties (each as defined below) and is the borrower of certain unsecured bonds (Note 6).

· General Growth Management, Inc. (“GGMI”) and General Growth Services, Inc. (“GGSI”), are taxable REIT subsidiaries (“TRS”s), which provide management, leasing, and other services for some of our Unconsolidated Real Estate Affiliates (defined below).  GGMI and GGSI provide various services, including business development, marketing, and strategic partnership services at all of our Consolidated Properties.  GGSI also serves as a contractor to GGMI for these services.

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

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2013

EARNINGS PER SHARE

Information related to EPS calculation

	Three Months Ended March 31,
	2013			2012
Numerators - Basic and Diluted:
Loss from continuing operations	$	(27,665	)	$	(182,739	)
Preferred stock dividend	(2,125		)	—
Allocation to noncontrolling interests	(2,657		)	(3,433		)
Loss from continuing operations - net of noncontrolling interests	(32,447		)	(186,172		)
Discontinued operations	18,927			(11,509		)
Allocation to noncontrolling interests	(131		)	66
Discontinued operations - net of noncontrolling interests	18,796			(11,443		)
Net loss	(8,738		)	(194,248		)
Preferred stock dividend	(2,125		)	—
Allocation to noncontrolling interests	(2,788		)	(3,367		)
Net loss attributable to common stockholders	$	(13,651	)	$	(197,615	)
Denominators:
Weighted average number of common shares outstanding - basic and diluted	939,271			937,274

Schedule of anti-dilutive securities

	Three Months Ended March 31,
	2013	2012
Anti-dilutive Securities
Effect of Common Units	6,574	6,860
Effect of Stock Options	3,077	1,673
Effect of Warrants	50,387	52,543
	60,038	61,076

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 property	Mar. 31, 2012 property
Transactions with Affiliates
Percentage of revenue earned from joint venture	100.00%
Management fees from affiliates	$ 15,858	$ 15,678
Management fee expense	(5,971)	(6,123)
Net management fees from affiliates	9,887	9,555
Number of properties sold	2
Number of impaired operating properties	2	2
Provision for impairment from Equity in income of Unconsolidated Real Estate Affiliates	0	0
Loss on extinguishment of debt	(9,319)
Continuing operations
Transactions with Affiliates
Impairment loss	0	0
Discontinuing operations
Transactions with Affiliates
Impairment loss	5,000	10,400
Loss on extinguishment of debt	25,894
Discontinuing operations | Regional Malls sold through lender directed sale
Transactions with Affiliates
Number of properties sold	1
Loss on extinguishment of debt	$ 25,900

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STOCK-BASED COMPENSATION PLANS (Details)	Mar. 31, 2013
STOCK-BASED COMPENSATION PLANS
Shares of common stock reserved for issuance as a percentage of outstanding shares on a fully diluted basis	4.00%

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Investment in real estate:
Land	$ 4,260,197	$ 4,278,471
Buildings and equipment	18,765,489	18,806,858
Less accumulated depreciation	(1,524,105)	(1,440,301)
Construction in progress	311,216	376,529
Net property and equipment	21,812,797	22,021,557
Investment in and loans to/from Unconsolidated Real Estate Affiliates	2,870,477	2,865,871
Net investment in real estate	24,683,274	24,887,428
Cash and cash equivalents	564,808	624,815
Accounts and notes receivable, net	252,624	260,860
Deferred expenses, net	185,176	179,837
Prepaid expenses and other assets	1,249,638	1,329,465
Total assets	26,935,520	27,282,405
Liabilities:
Mortgages, notes and loans payable	16,235,366	15,966,866
Investment in and loans to/from Unconsolidated Real Estate Affiliates	15,439
Accounts payable and accrued expenses	1,014,754	1,212,231
Dividend payable	117,894	103,749
Deferred tax liabilities	26,997	28,174
Tax indemnification liability	303,586	303,750
Junior Subordinated Notes	206,200	206,200
Warrant liability		1,488,196
Total liabilities	17,920,236	19,309,166
Redeemable noncontrolling interests:
Preferred	136,127	136,008
Common	127,573	132,211
Total redeemable noncontrolling interests	263,700	268,219
Commitments and Contingencies
Equity:
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 966,838,144 issued, 939,378,949 outstanding as of March 31, 2013, and 939,049,318 shares issued and outstanding as of December 31, 2012	9,394	9,392
Preferred Stock: 500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2013 and none issued and outstanding as of December 31, 2012	242,042
Additional paid-in capital	11,353,859	10,432,447
Retained earnings (accumulated deficit)	(2,859,206)	(2,732,787)
Accumulated other comprehensive loss	(77,511)	(87,354)
Total stockholders' equity	8,668,578	7,621,698
Noncontrolling interests in consolidated real estate affiliates	83,006	83,322
Total equity	8,751,584	7,705,020
Total liabilities and equity	$ 26,935,520	$ 27,282,405

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 3) (USD $)		0 Months Ended	3 Months Ended	12 Months Ended
	Mar. 28, 2013	Jan. 14, 2013 Aliansce Shopping Centers S.A	Mar. 31, 2013 Aliansce Shopping Centers S.A	Dec. 31, 2012 Aliansce Shopping Centers S.A	Dec. 13, 2012 Aliansce Shopping Centers S.A	Mar. 31, 2013 Shopping Leblon, in Rio de Janeiro	Mar. 31, 2013 Unconsolidated	Dec. 31, 2012 Unconsolidated
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Ownership interest in joint venture (as a percent)	55.00%	40.00%	40.50%		45.50%	35.00%
Gain on investment in Aliansce			$ 3,400,000	$ 23,400,000
Additional ownership interest in joint venture (as a percent)	15.00%
Number of days within additional shares were issued		30 days
Additional shares issued to underwriters (as a percent)		15.00%
Investment in number of share of Aliansce			63,000,000
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt							3,200,000,000	3,100,000,000
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates							$ 91,400,000	$ 91,800,000

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CONSOLIDATED STATEMENTS OF EQUITY
Restricted stock grants, forfeitures and compensation expense, shares	24,121	12,311
Employee stock purchase program, shares	84,798
Stock option grants, forfeitures, shares	213,534	11,235
Cash dividends reinvested (DRIP) in stock, shares	7,178	2,294,864
Cash distributions declared (in dollars per share)	$ 0.12	$ 0.10

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Commitments and contingencies
Contractual rental expense, including participation rent	$ 3,358	$ 3,235
Contractual rent expense, including participation rent and excluding amortization of above-and below-market ground leases and straight-line rent	$ 2,128	$ 1,959

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2013

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Schedule of significant components of accounts payable and accrued expenses

	March 31, 2013							December 31, 2012
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	$	686,610	$	(244,020	)	$	442,590	$	725,878	$	(251,896	)	$	473,982
Above-market headquarter office leases, net	15,268		(3,817		)	11,451		15,268		(3,393		)	11,875
Above-market ground leases, net	9,756		(899		)	8,857		9,756		(805		)	8,951
Total intangible liabilities	711,634		(248,736		)	462,898		750,902		(256,094		)	494,808
Remaining Accounts payable and accrued expenses:
Accrued interest						99,364							185,461
Accounts payable and accrued expenses						119,628							160,861
Accrued real estate taxes						85,504							67,581
Deferred gains/income						79,557							98,376
Accrued payroll and other employee liabilities						28,423							34,802
Construction payable						53,812							70,609
Tenant and other deposits						22,992							22,870
Insurance reserve liability						16,206							15,796
Capital lease obligations						13,149							13,292
Conditional asset retirement obligation liability						12,695							12,134
Uncertain tax position liability						5,961							5,873
Other						14,565							29,768
Total remaining Accounts payable and accrued expenses						551,856							717,423
Total Accounts payable and accrued expenses						$	1,014,754						$	1,212,231

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2013

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 15 COMMITMENTS AND CONTINGENCIES

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income (Loss):

	Three Months Ended March 31,
	2013		2012
Contractual rent expense, including participation rent	$	3,358	$	3,235
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	2,128		1,959

See Note 7 and Note 14 for our obligations related to uncertain tax positions and for disclosure of additional contingencies.

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2013

COMMITMENTS AND CONTINGENCIES

Summary of contractual rental expenses

	Three Months Ended March 31,
	2013		2012
Contractual rent expense, including participation rent	$	3,358	$	3,235
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	2,128		1,959

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

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

We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls.  Our portfolio of regional malls represents a collection of retail properties that are targeted to a range of market sizes and consumer tastes.  Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available.  We do not distinguish or group our consolidated operations based on geography, size or type. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues.  As a result, the Company’s operating properties are aggregated into a single reportable segment.

Reclassifications

Reclassifications

Certain prior period amounts included in the Consolidated Statements of Operations and Comprehensive Income (Loss) and related footnotes associated with properties we have disposed of have been reclassified to discontinued operations for all periods presented.  Also, we have separately presented certain amounts within our Consolidated Statements of Cash Flows which were previously combined in the line Acquisition/development of real estate and property additions/developments.  The $55.4 million originally presented has been broken out into the lines Acquisition of real estate and property additions for $11.7 million, and Development of real estate and property improvements for $43.7 million, to conform to the current year presentation.

Properties

Properties

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

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

The estimated useful lives of our properties are determined so as to allocate as equitably as possible the depreciation or amortization expense for which services are to be obtained from the use of each property.  We periodically review the estimated useful lives of our properties.  In connection with our current review, we identified certain properties where we determined the estimated useful lives should be shortened based upon our current assessment.  Therefore, we have prospectively reduced the remaining useful lives to reflect the life over which we expect to obtain services from the use of each of these properties.  The estimated useful lives for these properties now range from 10-30 years.

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

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

Acquisitions of Operating Properties

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition.  Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. No significant value has been ascribed to tenant relationships.

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

	Gross Asset		Accumulated Amortization			Net Carrying Amount
As of March 31, 2013
Tenant leases:
In-place value	$	881,480	$	(381,857	)	$	499,623
As of December 31, 2012
Tenant leases:
In-place value	$	972,495	$	(423,492	)	$	549,003

The above-market tenant leases and below-market ground leases are included in Prepaid expenses and other assets (Note 12); the below-market tenant leases, above-market ground leases and above-market building lease are included in Accounts payable and accrued expenses (Note 13) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 12 and Note 13, had the following effects on our Loss from continuing operations:

	Three Months Ended March 31,
	2013			2012
Amortization/accretion effect on continuing operations	$	(69,566	)	$	(96,473	)

Future amortization/accretion of all intangibles, including the intangibles in Note 12 and Note 13, is estimated to decrease results from continuing operations as follows:

Year	Amount
2013 Remaining	$	173,993
2014	192,896
2015	156,501
2016	124,057
2017	94,404

Management Fees and Other Corporate Revenues

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates.  Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss).  Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income (Loss) and in property management and other costs in the Condensed Combined Statements of Income in Note 5.  The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended March 31,
	2013			2012
Management fees from affiliates	$	15,858		$	15,678
Management fee expense	(5,971		)	(6,123		)
Net management fees from affiliates	$	9,887		$	9,555

Impairment

Impairment

Operating properties

We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, management’s intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows.   Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows.  To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations.  In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group.  The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

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

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

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

There were no provisions for impairment for the three months ended March 31, 2013 and 2012, included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended March 31, 2013, we recorded $5.0 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss), which was incurred as a result of the sale of two operating properties.  One of the operating properties was previously transferred to a special servicer, and was sold in a lender-directed sale in full satisfaction of the related debt.  This resulted in the recognition of a gain on extinguishment of debt of $25.9 million (Note 3).  The other operating property related to a regional mall where the sales price of the property was lower than its carrying value. During the three months ended March 31, 2012, we recorded $10.4 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) related to the disposal of two operating properties.

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount.  Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2013 and 2012.

General

Impairment charges could be taken in the future if economic conditions change or if the plans regarding our assets change.  Therefore, we can provide no assurance that material impairment charges with respect to our assets, including operating properties, construction in progress and investments in Unconsolidated Real Estate Affiliates, will not occur in future periods.  We will continue to monitor circumstances and events in future periods to determine whether impairments are warranted.

Fair Value Measurements

Fair Value Measurements (Note 4)

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

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

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

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

The impairment section above includes a discussion of all impairments recognized during the three months ended March 31, 2013 and 2012 that were based on Level 2 inputs.  Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 8 includes a discussion of our outstanding warrant liability which was measured at fair value using Level 3 inputs.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows provided by (used in) Operating Activities:
Net loss	$ (8,738)	$ (194,248)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(13,194)	(5,952)
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	(3,448)
Distributions received from Unconsolidated Real Estate Affiliates	6,221	5,151
Provision for doubtful accounts	1,821	2,528
Depreciation and amortization	195,885	220,068
Amortization/write-off of deferred finance costs	1,878	596
Accretion/write-off of debt market rate adjustments	(3,316)	(114)
Amortization of intangibles other than in-place leases	22,539	28,245
Straight-line rent amortization	(13,576)	(16,328)
Deferred income taxes including tax restructuring benefit	(1,622)
Loss on dispositions	325	28
Gain on extinguishment of debt	(25,894)	(9,911)
Provisions for impairment	4,975	20,301
Warrant liability adjustment	40,546	143,112
Net changes:
Accounts and notes receivable	19,833	22,249
Prepaid expenses and other assets	8,933	4,912
Deferred expenses	(12,653)	(11,416)
Restricted cash	4,984	27,792
Accounts payable and accrued expenses	(115,888)	(55,260)
Other, net	5,464	276
Net cash provided by operating activities	115,075	182,029
Cash Flows provided by (used in) Investing Activities:
Acquisition of real estate and property additions	(7,805)	(11,687)
Development of real estate and property improvements	(75,594)	(43,733)
Deposit for acquisitions		(27,000)
Proceeds from sales of investment properties	8,500	7,994
Contributions to Unconsolidated Real Estate Affiliates	(44,346)	(15,382)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	75,196	71,221
Decrease in restricted cash	295	1,423
Net cash used in investing activities	(43,754)	(17,164)
Cash Flows provided by (used in) Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	1,648,122	130,000
Principal payments on mortgages, notes and loans payable	(1,285,014)	(272,499)
Prepayment of financing costs		(42,147)
Deferred finance costs	(4,152)	(472)
Proceeds from issuance of preferred stock	242,042
Purchase of Warrants	(633,229)
Cash distributions paid to common stockholders	(103,278)	(93,531)
Cash distributions reinvested (DRIP) in common stock	139	33,574
Cash distributions paid to holders of common units	(4,756)
Other, net	8,798	2,110
Net cash used in financing activities	(131,328)	(242,965)
Net change in cash and cash equivalents	(60,007)	(78,100)
Cash and cash equivalents at beginning of period	624,815	572,872
Cash and cash equivalents at end of period	564,808	494,772
Supplemental Disclosure of Cash Flow Information:
Interest paid	281,042	204,149
Interest capitalized	748	109
Income taxes paid	1,815	536
Accrued capital expenditures included in accounts payable and accrued expenses	53,812	69,513
Non-Cash Transactions:
Notes receivable related to property sale		17,000
Gain on investment in Unconsolidated Real Estate Affiliates	3,448
Amendment of warrant agreement	895,513
Rouse Properties, Inc. Dividend:
Non-cash dividend for RPI Spin-off		(21,988)
Non-Cash Distribution of RPI Spin-off
Assets		1,554,486
Liabilities and equity		(1,554,486)
Regional Mall Sold
Non-Cash Sale of Property:
Assets	71,881
Mortgage debt forgiven or assumed by acquirer	(91,293)
Other liabilities and equity	19,412
RPI
Non-Cash Sale of Property:
Assets		63,672
Mortgage debt forgiven or assumed by acquirer		(71,908)
Other liabilities and equity		$ 8,236

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
CONSOLIDATED BALANCE SHEETS
Common stock, shares authorized	11,000,000,000	11,000,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued	966,838,144	939,049,318
Common stock, shares outstanding	939,378,949	939,049,318
Redeemable Preferred Stock, shares authorized	500,000,000	500,000,000
Redeemable Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Preferred Stock, shares issued	10,000,000	0
Redeemable Preferred Stock, shares outstanding	10,000,000	0

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2013

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 10 EARNINGS PER SHARE

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

Information related to our EPS calculations is summarized as follows:

	Three Months Ended March 31,
	2013			2012
Numerators - Basic and Diluted:
Loss from continuing operations	$	(27,665	)	$	(182,739	)
Preferred stock dividend	(2,125		)	—
Allocation to noncontrolling interests	(2,657		)	(3,433		)
Loss from continuing operations - net of noncontrolling interests	(32,447		)	(186,172		)
Discontinued operations	18,927			(11,509		)
Allocation to noncontrolling interests	(131		)	66
Discontinued operations - net of noncontrolling interests	18,796			(11,443		)
Net loss	(8,738		)	(194,248		)
Preferred stock dividend	(2,125		)	—
Allocation to noncontrolling interests	(2,788		)	(3,367		)
Net loss attributable to common stockholders	$	(13,651	)	$	(197,615	)
Denominators:
Weighted average number of common shares outstanding - basic and diluted	939,271			937,274
Anti-dilutive Securities
Effect of Common Units	6,574			6,860
Effect of Stock Options	3,077			1,673
Effect of Warrants	50,387			52,543
	60,038			61,076

Options and Warrants were anti-dilutive for all periods presented because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.  Outstanding Common Units have also been excluded from the diluted earnings per share calculation because including such Common Units would also require that the share of income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS.

27,459,195 shares of GGP’s common stock are held by its consolidated subsidiary, GGPLP, and therefore these shares are considered issued but not outstanding.  Accordingly, these shares have been excluded from the calculation of EPS.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 06, 2013
Document and Entity Information
Entity Registrant Name	General Growth Properties, Inc.
Entity Central Index Key	0001496048
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		966,879,793
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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STOCK-BASED COMPENSATION PLANS

3 Months Ended

Mar. 31, 2013

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS

NOTE 11 STOCK-BASED COMPENSATION PLANS

The General Growth Properties, Inc. 2010 Equity Plan (the ‘‘Equity Plan’’) reserved for issuance of 4% of outstanding shares on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, ‘‘the Awards’’). Directors, officers and other employees of GGP’s and its subsidiaries and affiliates are eligible for Awards.

Compensation expense related to stock-based compensation plans for the three months ended March 31, 2013 and 2012 is summarized in the following table:

	Three Months Ended March 31,
	2013		2012
Stock options - Property management and other costs	$	1,229	$	933
Stock options - General and administrative	2,000		1,164
Restricted stock - Property management and other costs	426		582
Restricted stock - General and administrative	1,809		2,550
Total	$	5,464	$	5,229

The following tables summarize stock option activity for the three months ended March 31, 2013 and 2012:

	2013				2012
			Weighted				Weighted
			Average				Average
			Exercise				Exercise
	Shares		Price		Shares		Price
Stock options Outstanding at January 1	9,692,499		$	13.59	11,503,869		$	15.65
Granted	5,901,108		19.24		—		—
Exercised	(208,587	)	14.19		(1,200	)	14.17
Forfeited	(70,811	)	15.28		(140,042	)	14.78
Expired	(1,759	)	14.17		(499,088	)	46.39
Stock options Outstanding at March 31	15,312,450		$	15.75	10,863,539		$	13.66

There was no significant restricted stock activity for the three months ended March 31, 2013 and 2012.

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Minimum rents	$ 403,415	$ 377,684
Tenant recoveries	187,711	174,874
Overage rents	11,479	13,086
Management fees and other corporate revenues	15,931	16,171
Other	19,267	14,798
Total revenues	637,803	596,613
Expenses:
Real estate taxes	69,272	55,699
Property maintenance costs	23,830	20,531
Marketing	6,519	6,738
Other property operating costs	89,303	86,719
Provision for doubtful accounts	1,797	2,171
Property management and other costs	40,355	41,540
General and administrative	10,933	10,510
Depreciation and amortization	195,433	206,789
Total expenses	437,442	430,697
Operating income	200,361	165,916
Interest income	721	661
Interest expense	(195,383)	(210,760)
Warrant liability adjustment	(40,546)	(143,112)
Loss on extinguishment of debt	(9,319)
Loss before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests	(44,166)	(187,295)
Provision for income taxes	(141)	(1,396)
Equity in income of Unconsolidated Real Estate Affiliates	13,194	5,952
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	3,448
Loss from continuing operations	(27,665)	(182,739)
Discontinued operations:
Loss from discontinued operations, including gains (losses) on dispositions	(6,967)	(11,509)
Gain on extinguishment of debt	25,894
Discontinued operations, net	18,927	(11,509)
Net loss	(8,738)	(194,248)
Allocation to noncontrolling interests	(2,788)	(3,367)
Net loss attributable to General Growth Properties, Inc.	(11,526)	(197,615)
Preferred stock dividends	(2,125)
Net loss attributable to common stockholders	(13,651)	(197,615)
Basic and Diluted Loss Per Share:
Continuing operations (in dollars per share)	$ (0.03)	$ (0.20)
Discontinued operations (in dollars per share)	$ 0.02	$ (0.01)
Total basic loss per share (in dollars per share)	$ (0.01)	$ (0.21)
Dividends declared per share (in dollars per share)	$ 0.12	$ 0.10
Comprehensive Loss, Net:
Net loss	(8,738)	(194,248)
Other comprehensive income:
Foreign currency translation	9,648	13,559
Unrealized gains on available-for-sale securities	248	51
Other comprehensive income	9,896	13,610
Comprehensive income (loss)	1,158	(180,638)
Comprehensive income allocated to noncontrolling interests	(2,841)	(3,463)
Comprehensive loss attributable to General Growth Properties, Inc.	(1,683)	(184,101)
Preferred stock dividends	(2,125)
Comprehensive loss, net, attributable to common stockholders	$ (3,808)	$ (184,101)

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UNCONSOLIDATED REAL ESTATE AFFILIATES

3 Months Ended

Mar. 31, 2013

UNCONSOLIDATED REAL ESTATE AFFILIATES

UNCONSOLIDATED REAL ESTATE AFFILIATES

NOTE 5 UNCONSOLIDATED REAL ESTATE AFFILIATES

Following is summarized financial information for all of our Unconsolidated Real Estate Affiliates, including our investment in Aliansce Shopping Centers, S.A. (“Aliansce”).

	March 31,			December 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	1,012,137		$	960,335
Buildings and equipment	8,297,631			7,658,965
Less accumulated depreciation	(2,149,603		)	(2,080,361		)
Construction in progress	193,139			173,419
Net property and equipment	7,353,304			6,712,358
Investments in unconsolidated joint ventures	711,200			1,201,044
Net investment in real estate	8,064,504			7,913,402
Cash and cash equivalents	363,581			485,387
Accounts and notes receivable, net	153,056			167,548
Deferred expenses, net	239,742			298,050
Prepaid expenses and other assets	149,610			140,229
Total assets	$	8,970,493		$	9,004,616
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	$	6,557,943		$	6,463,377
Accounts payable, accrued expenses and other liabilities	411,219			509,064
Cumulative effect of foreign currency translation (“CFCT”)	(122,779		)	(158,195		)
Owners’ equity, excluding CFCT	2,124,110			2,190,370
Total liabilities and owners’ equity	$	8,970,493		$	9,004,616
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	2,001,331		$	2,032,175
Less: joint venture partners’ equity	(1,130,393		)	(1,105,457		)
Plus: excess investment/basis differences*	1,984,100			1,939,153
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,855,038		$	2,865,871
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	$	2,870,477		$	2,865,871
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates	(15,439		)	—
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,855,038		$	2,865,871

*Includes gain on investment in Aliansce of $3.4 million.

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	$	199,518		$	194,234
Tenant recoveries	76,129			76,928
Overage rents	7,842			6,327
Management and other fees(1)	4,916			4,858
Other	21,282			22,819
Total revenues	309,687			305,166
Expenses:
Real estate taxes	25,515			24,285
Property maintenance costs	8,623			10,099
Marketing	3,141			3,386
Other property operating costs	43,438			46,886
Provision for doubtful accounts	1,533			687
Property management and other costs(2)	12,438			12,690
General and administrative(1)	10,267			10,596
Depreciation and amortization	73,185			72,137
Total expenses	178,140			180,766
Operating income	131,547			124,400
Interest income	3,763			2,224
Interest expense	(88,865		)	(81,432		)
Provision for income taxes	(156		)	(219		)
Equity in income of unconsolidated joint ventures	14,356			6,794
Income from continuing operations	60,645			51,767
Discontinued operations	—			(927		)
Allocation to noncontrolling interests	1,265			108
Net income attributable to the ventures	$	61,910		$	50,948
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	61,910		$	50,948
Joint venture partners’ share of income	(34,659		)	(31,157		)
Amortization of capital or basis differences	(14,057		)	(13,839		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,194		$	5,952

(1) Primarily includes activity from Aliansce (defined below).

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

The amounts described as Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures that are not consolidated. We hold interests in 19 domestic joint ventures, comprising 31 U.S. regional malls, and two international joint ventures, comprising 18 regional malls in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages.  We manage most of the domestic properties owned by these joint ventures.  As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method.

On March 28, 2013, we acquired an additional 15% interest in one joint venture.  This transaction brings our ownership interest in the joint venture to 55%.  Certain provisions in the operating agreement require unanimous member consent related to activities that most significantly impact the economic performance of the joint venture.  As such, we are not considered to have a controlling interest in the joint venture and we continue to account for the joint venture as an Unconsolidated Real Estate Affiliate as of March 31, 2013.

Aliansce Shopping Centers S.A.

On December 13, 2012, as a result of a secondary public offering of Aliansce’s common shares in Brazil, our ownership interest was reduced from 45.5% to 40.5%.  As a result of the reduction, we recorded a gain of $23.4 million on our investment in Aliansce during the year ended December 31, 2012.  The underwriters were provided an over-allotment option to the secondary offering, which allowed for the purchase of an additional 15% of shares within 30 days.  The additional 15% of over-allotted shares were issued on January 14, 2013, and our ownership interest was further reduced to 40.0%.  As a result of the reduction from the over-allotment, we recorded a gain of $3.4 million on our investment in Aliansce for the three months ended March 31, 2013.

As of March 31, 2013, we held a 40.0% non-controlling ownership interest in Aliansce, as well as, a 35% non-controlling interest in a large regional mall, Shopping Leblon, in Rio de Janeiro (Brazil). The ownership interests in Aliansce and Shopping Leblon are accounted for under the equity method. Our investment in Aliansce is an ownership interest in approximately 63,000,000 shares of the public real estate operating company.

Unconsolidated Mortgages, Notes and Loans Payable and Retained Debt

Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $3.2 billion as of March 31, 2013 and $3.1 billion as of December 31, 2012, including Retained Debt (as defined below).  There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

We have debt obligations in excess of our proportionate share of the debt of our Unconsolidated Real Estate Affiliates (“Retained Debt”). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our proportionate share of the non-recourse mortgage indebtedness.  The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates.  We had retained debt of $91.4 million at one property as of March 31, 2013, and $91.8 million as of December 31, 2012.  We are obligated to contribute funds on an ongoing basis to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt.  If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies.  As of March 31, 2013, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

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FAIR VALUE

3 Months Ended

Mar. 31, 2013

FAIR VALUE

FAIR VALUE

NOTE 4 FAIR VALUE

Fair Value of Operating Properties

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

Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt.  Management’s estimates of fair value are presented below for our debt as of March 31, 2013 and December 31, 2012.

	March 31, 2013				December 31, 2012
	Carrying Amount(1)		Estimated Fair Value		Carrying Amount(1)		Estimated Fair Value
Fixed-rate debt	$	15,254,834	$	16,226,925	$	14,954,601	$	16,190,518
Variable-rate debt	980,532		1,006,801		1,012,265		1,040,687
	$	16,235,366	$	17,233,726	$	15,966,866	$	17,231,205

(1) Includes market rate adjustments.

The fair value of our Junior Subordinated Notes approximates their carrying amount as of March 31, 2013 and December 31, 2012.  We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed.  Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2013

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 16 SUBSEQUENT EVENTS

On April 2, 2013, our consolidated subsidiary, TRCLLC called for redemption the remaining bonds, $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015.  The bonds were redeemed on May 1, 2013, and the full amount of the 6.75% unsecured corporate bonds were redeemed in cash and required the payment of an early redemption fee of approximately $20.5 million, plus accrued and unpaid interest up to, but excluding, the redemption date.  The early redemption fee will be recognized in earnings during the three months ended June 30, 2013.

On April 26, 2013, we obtained a $1.5 billion corporate loan secured by cross-collateralized mortgages on 16 properties with a weighted-average interest rate of LIBOR + 2.50% and a term-to-maturity of 3.0 years (with 2 one-year options).  The prior loans were secured by 16 properties and had a weighted-average interest rate of 3.98% and a term to maturity of 3.3 years.  The transaction generated approximately $180 million of net proceeds.

On May 10, 2013, our Board of Directors declared a second quarter common stock dividend of $0.12 per share of common stock payable on July 30, 2013, to stockholders of record on July 16, 2013.

On May 10, 2013, our Board of Directors declared a second quarter preferred stock dividend of $0.3984 per share of preferred stock payable on July 1, 2013, to stockholders of record on June 14, 2013.

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PREPAID EXPENSES AND OTHER ASSETS

3 Months Ended

Mar. 31, 2013

PREPAID EXPENSES AND OTHER ASSETS

PREPAID EXPENSES AND OTHER ASSETS

NOTE 12 PREPAID EXPENSES AND OTHER ASSETS

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

	March 31, 2013							December 31, 2012
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	1,181,928	$	(433,586	)	$	748,342	$	1,230,117	$	(425,837	)	$	804,280
Below-market ground leases, net	169,539		(10,970		)	158,569		169,539		(9,825		)	159,714
Real estate tax stabilization agreement, net	111,506		(15,100		)	96,406		111,506		(13,523		)	97,983
Total intangible assets	1,462,973		(459,656		)	1,003,317		1,511,162		(449,185		)	1,061,977
Remaining Prepaid expenses and other assets:
Security and escrow deposits						167,540							181,481
Prepaid expenses						57,624							54,514
Other non-tenant receivables						5,666							12,450
Deferred tax, net of valuation allowances						1,436							902
Other						14,055							18,141
Total remaining Prepaid expenses and other assets						246,321							267,488
Total Prepaid expenses and other assets						$	1,249,638						$	1,329,465

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WARRANTS

3 Months Ended

Mar. 31, 2013

WARRANTS

WARRANTS

NOTE 8 WARRANTS

Pursuant to the terms of the Investment Agreements, the Plan Sponsors and Blackstone were issued 120,000,000 warrants (the “Warrants”) to purchase common stock of GGP with an initial weighted average exercise price of $10.63.  Each Warrant was originally recorded as a liability, as the holders of the Warrants could have required GGP to settle such Warrants in cash upon certain changes of control events.  The Warrants were fully vested upon issuance.  Each Warrant has a term of seven years and expires on November 9, 2017.  Below is a summary of the Warrants initially received by the Plan Sponsors and Blackstone.

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

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

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

The Brookfield Investor Warrants and the Blackstone (A and B) Warrants were immediately exercisable, while the Fairholme Warrants and the Pershing Square Warrants were exercisable (for the initial 6.5 years from the issuance) only upon 90 days prior notice, but there is no obligation to exercise at any point from the end of the 90 day notification period through maturity.

The exercise prices of the Warrants are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events.  In accordance with the agreement, these calculations adjust both the exercise price and the number of shares issuable for the 120,000,000 Warrants that were initially issued to the Plan Sponsors.  During 2012 and 2013, the number of shares issuable upon exercise of the outstanding Warrants was increased as follows:

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

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

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

On December 31, 2012, the Brookfield Investor acquired all of the 16,430,000 Warrants held by Pershing Square for a purchase price of approximately $272 million. At the time of purchase, the Pershing Square Warrants were exercisable into approximately 10 million common shares of the Company at a weighted average exercise price of approximately $9.36 per share, assuming net share settlement (i.e. receive shares in common stock equivalent to the intrinsic value of the warrant at the time of exercise).  In connection with the transaction, Brookfield Investor and Pershing Square are required to abide by certain undertakings outlined in their Warrant Purchase Agreement dated December 31, 2012, which was filed on the same date.

On January 28, 2013, GGPLP acquired the 41,070,000 Warrants held by Fairholme and the 5,000,000 Warrants held by Blackstone for an aggregate purchase price of approximately $633 million.  At the time of purchase, the GGPLP Warrants were exercisable into approximately 27 million common shares of the Company at a weighted average exercise price of approximately $9.37 per share, assuming net share settlement.  GGPLP funded the transaction using available cash resources, including its revolving credit facility.  On March 26, 2013, GGPLP exercised their warrants and were issued approximately 27.5 million shares of GGP’s common stock, under net share settlement (See Note 10 for further discussion).

As a result of the transactions occurring on December 31, 2012, and January 28, 2013, the Brookfield Investor is now the sole third party owner of the Warrants.  Brookfield Investor has the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 65,000,000 shares of common stock) or net share settle.  The remaining 16,430,000 Warrants held by Brookfield Investor must be net share settled.  As of March 31, 2013, Brookfield Investor’s Warrants are exercisable into approximately 43 million common shares of the Company, at a weighted-average exercise price of approximately $9.53 per share.  Due to their ownership of the Warrants, Brookfield Investor’s potential ownership of the Company may change as a result of payments of dividends and changes in our stock price.

On March 28, 2013, we entered into an agreement with Brookfield Investor to amend the warrant agreement.  The amendment to the warrant agreement replaced the right of warrant holders to receive cash from the Company under a change of control to the right to, instead, receive shares of the Company, changing the method of settlement.  This amendment results in the classification of the Warrants as a component of permanent equity on our Consolidated Balance Sheets.  Prior to the amendment, the Warrants were classified as a liability, due to the cash settlement feature, and marked to fair value, with changes in fair value recognized in earnings.  As a result of the amendment, the fair value was determined as of March 28, 2013 with the change in fair value recognized in our Consolidated Statements of Operations and Comprehensive Income (Loss) and the determined fair value was reclassified to equity.

The estimated fair value of the Warrants was $895.5 million as of March 28, 2013 and $1.5 billion as of December 31, 2012.  The fair value of the Warrants was estimated using the Black Scholes option pricing model using our stock price, the Warrant term, and Level 3 inputs (Note 2).  As discussed above, the modification of the warrant agreement resulted in the classification of the warrants as equity as of March 28, 2013.  From December 31, 2012 through March 28, 2013, changes in the fair value of the Warrants were recognized in earnings.  An increase in GGP’s common stock price or in the expected volatility of the Warrants would increase the fair value; whereas, a decrease in GGP’s common stock price or an increase in the lack of marketability would decrease the fair value.

The following table summarizes the change in fair value of the Warrants which is measured on a recurring basis using Level 3 inputs:

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

The following table summarizes the estimated fair value of the Warrants and significant observable and unobservable inputs used in the valuation as of March 28, 2013 and December 31, 2012:

	March 28, 2013		December 31, 2012
Fair value of Warrants	$	895,513	$	1,488,196
Observable Inputs
GGP stock price per share	$	19.88	$	19.85
Warrant term	4.62		4.86
Unobservable Inputs
Expected volatility	30%		33%
Range of values considered	(15% - 65)%		(20% - 65)%
Discount for lack of marketability	3%		3%
Range of values considered	(3% - 7)%		(3% - 7)%

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SUBSEQUENT EVENTS (Details) (USD $)	1 Months Ended					3 Months Ended			0 Months Ended		3 Months Ended
	Feb. 28, 2013	Nov. 30, 2012	Aug. 31, 2012	May 31, 2012	Feb. 29, 2012	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	May 10, 2013 Subsequent event	Apr. 26, 2013 Corporate loan secured by cross collateralized mortgages Subsequent event property item	Mar. 31, 2013 Prior loans property	Mar. 31, 2013 Revolving credit facility, (the "Facility")	Mar. 31, 2013 Rouse Properties, Inc. (Rouse) Redemption of debt 6.75% notes due November 9, 2015 Subsequent event	Apr. 02, 2013 Rouse Properties, Inc. (Rouse) Redemption of debt 6.75% notes due November 9, 2015 Subsequent event
SUBSEQUENT EVENTS
Fixed-rate debt						$ 15,254,834,000		$ 14,954,601,000						$ 608,700,000
Interest rate (as a percent)													6.75%
Debt extinguishment costs													20,500,000
Amount of loan obtained										1,500,000,000
Number of properties subject to collateralized debt										16	16
Variable rate basis						LIBOR				LIBOR		LIBOR
Basis spread on variable rate (as a percent)										2.50%
Term to maturity										3 years	3 years 3 months 18 days
Number of extensions to maturity date										2
Period of extension option										1 year
Weighted average, interest rate (as percent)											3.98%
Proceeds from issuance of loan										$ 180,000,000
Common stock dividends declared (in dollars per share)	$ 0.12	$ 0.11	$ 0.11	$ 0.10	$ 0.10	$ 0.12	$ 0.10		$ 0.12
Preferred stock dividends declared (in dollars per share)									$ 0.3984

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MORTGAGES, NOTES AND LOANS PAYABLE

3 Months Ended

Mar. 31, 2013

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 6 MORTGAGES, NOTES AND LOANS PAYABLE

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

	March 31,		Weighted-Average		December 31,		Weighted-Average
	2013(1)		Interest Rate(2)		2012(3)		Interest Rate(2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	14,620,117	4.73	%	$	14,225,011	4.88	%
Corporate and other unsecured loans	634,717		6.68	%	729,590		6.51	%
Total fixed-rate debt	15,254,834		4.81	%	14,954,601		4.96	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable	980,532		3.41	%	1,012,265		3.42	%
Total Mortgages, notes and loans payable	$	16,235,366	4.72	%	$	15,966,866	4.86	%
Variable-rate debt:
Junior Subordinated Notes	$	206,200	1.75	%	$	206,200	1.76	%

(1) Includes ($21.0) million of debt market rate adjustments.

(2) Represents the weighted-average interest rates on our principal balances, excluding the effects of deferred finance costs.

(3) Includes ($23.3) million of debt market rate adjustments.

Collateralized Mortgages, Notes and Loans Payable

As of March 31, 2013, $21.5 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $2.1 billion of debt, are cross-collateralized with other properties.  Although a majority of the $15.6 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $657.3 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings.  In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP.  Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

During the three months ended March 31, 2013, we refinanced 6 consolidated mortgage notes totaling $1.2 billion with net proceeds of $635.9 million and we paid down $100.2 million of mortgage notes.  The following is a summary of our significant loan refinancings during 2013:

Property	Original Loan		Original Rate		New Loan		New Rate		Net Proceeds		Maturity
	(dollars in millions)
Willowbrook Mall	$	146.5	6.82	%	$	360.0	3.55	%	$	213.5	March 2025
Pembroke Lakes Mall	119.0		4.94	%	260.0		3.56	%	141.0		March 2025
Valley Plaza Mall	86.0		3.90	%	240.0		3.75	%	154.0		March 2025

Corporate and Other Unsecured Loans

During the three months ended March 31, 2013, we paid down $91.8 million of corporate unsecured bonds.  We have certain unsecured debt obligations, the terms of which are described below:

	March 31,		Weighted-Average		December 31,		Weighted-Average
	2013(2)		Interest Rate		2012		Interest Rate
Unsecured fixed-rate debt:
TRCLLC Bonds - 2010 Indenture(1) (3)	$	608,688	6.75	%	$	608,688	6.75	%
HHC Note(1)	17,830		4.41	%	19,347		4.41	%
TRCLLC Bonds - 1995 Indenture	—		—		91,786		5.38	%
Total unsecured fixed-rate debt	$	626,518	6.68	%	$	719,821	6.51	%

(1) Matures from November 2015 through December 2015.

(2) Excludes a net market rate premium of $8.2 million that increases the total amount that appears outstanding in our Consolidated Balance Sheets.  The market rate premium amortizes as a reduction to interest expense over the life of the respective loan.

(3) We repaid $608.7 million of corporate unsecured bonds on May 1, 2013 (Note 16).

On February 14, 2013, our consolidated subsidiary, TRCLLC, redeemed the $91.8 million of 5.38% unsecured corporate bonds due November 26, 2013. The bonds were redeemed in cash at the “Make-Whole Price”, as defined in the applicable indenture, plus accrued and unpaid interest up to, but excluding, the redemption date. We incurred debt extinguishment costs of $3.5 million in connection with the redemption, which is recorded within Loss on extinguishment of debt on our Consolidated Statements of Operations and Comprehensive Income (Loss).

The remaining bonds have covenants, including ratios of secured debt to gross assets and total debt to total gross assets. We are not aware of any instances of non-compliance with such covenants as of March 31, 2013.

On April 2, 2013, our consolidated subsidiary, TRCLLC called for the redemption of its remaining bonds, $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015 (Note 16).  The bonds were redeemed on May 1, 2013, and the full amount of the 6.75% unsecured corporate bonds were redeemed in cash and required the payment of an early redemption fee of approximately $20.5 million, plus accrued and unpaid interest up to, but excluding, the redemption date.  The early redemption fee will be recorded in our Consolidated Statements of Operations and Comprehensive Income (Loss) during the three and six months periods ended June 30, 2013.

Our revolving credit facility (the “Facility”) provides for revolving loans of up to $1.00 billion.  The Facility has an uncommitted accordion feature for a total facility of up to $1.25 billion.  The Facility is scheduled to mature in April 2016 and is guaranteed by certain of our subsidiaries and secured by (i) a first-lien on the capital stock of certain of our subsidiaries and (ii) various additional collateral.  Borrowings under the Facility bear interest at a rate equal to LIBOR plus 200 to 275 basis points which is determined by the Company’s leverage level.  The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt to value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of March 31, 2013.  No amounts are outstanding on the Facility as of March 31, 2013. We drew $400 million on the Facility in conjunction with GGPLP’s purchase of the Fairholme and Blackstone Warrants on January 28, 2013 (Note 8).  This amount was subsequently repaid with proceeds from our issuance of preferred stock (Note 9) and available cash.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPLP, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006.  The Trust also issued $6.2 million of Common Securities to GGPLP.  The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior Subordinated Notes of GGPLP due 2041.  Distributions on the TRUPS are equal to LIBOR plus 1.45%.  Distributions are cumulative and accrue from the date of original issuance.  The TRUPS mature on April 30, 2041, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior Subordinated Notes.  The Junior Subordinated Notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes.  We have recorded the Junior Subordinated Notes as mortgages, notes and loans payable and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $22.2 million as of March 31, 2013 and $21.7 million as of December 31, 2012. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of March 31, 2013 with the exception of one property transferred to a special servicer.

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INCOME TAXES

3 Months Ended

Mar. 31, 2013

INCOME TAXES

INCOME TAXES

NOTE 7 INCOME TAXES

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

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.  Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income.  Generally, we are currently open to audit by the Internal Revenue Service for the years ended December 31, 2009 through 2012 and are open to audit by state taxing authorities for the years ended December 31, 2008 through 2012.

Based on our assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will change from those recorded at March 31, 2013, although such change would not be material to the 2013 financial statements.

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

3 Months Ended

Mar. 31, 2013

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

NOTE 9 EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to our common and preferred Operating Partnership units and the noncontrolling interest in our consolidated joint ventures.  The following table reflects the activity included in the allocation to noncontrolling interests.

	Three Months Ended March 31,
	2013			2012
Distributions to preferred Operating Partnership units	$	(2,336	)	$	(5,434	)
Net loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)	85			1,318
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates	(537		)	749
Allocation to noncontrolling interests	(2,788		)	(3,367		)
Other comprehensive (income) loss allocated to noncontrolling interests	(53		)	(96		)
Comprehensive (income) loss allocated to noncontrolling interests	$	(2,841	)	$	(3,463	)

Redeemable Noncontrolling Interests

The minority interests related to the common and preferred units of the Operating Partnership are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets.  These are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their fair value as of each measurement date.  The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital (loss) in our Consolidated Balance Sheets.  Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net loss attributable to GGP.

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

Generally, the holders of the Common Units share in any distributions by the Operating Partnership with our common stockholders.  However, the Operating Partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax.  Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions.  If the holders had requested redemption of the Common Units as of March 31, 2013, the aggregate amount of cash we would have paid would have been $127.6 million.

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

	Number of Common Units for each Preferred Unit	Number of Contractual Convertible Preferred Units Outstanding as of March 31, 2013	Converted Basis to Common Units Outstanding as of March 31, 2013	Conversion Price		Redemption Value
Series B (1)	3.00000	1,279,715	3,991,799	$	16.66670	$	79,356,964
Series D	1.50821	532,750	803,499	33.15188		26,637,502
Series E	1.29836	502,658	652,631	38.51000		25,132,820
Series C	1.00000	20,000	20,000	250.00000		5,000,000
						$	136,127,286

(1)  The conversion price of Series B preferred units is lower than the GGP March 31, 2013 closing common stock price of $19.88.  Therefore, a common stock price of $19.88 is used to calculate the Series B redemption value.

The following table reflects the activity of the redeemable noncontrolling interests for the three months ended March 31, 2013 and 2012.

Balance at January 1, 2012	$	223,795
Net loss	(1,318		)
Distributions	(685		)
Dividend for RPI Spin-Off	3,137
Other comprehensive income	96
Fair value adjustment for noncontrolling interests in Operating Partnership	16,119
Balance at March 31, 2012	$	241,144
Balance at January 1, 2013	$	268,219
Net loss	(85		)
Distributions	(732		)
Cash redemption of operating partnership units	(3,328		)
Other comprehensive income	53
Fair value adjustment for noncontrolling interests in Operating Partnership	(427		)
Balance at March 31, 2013	$	263,700

Common Stock Dividend and Purchase of Common Stock

Our Board of Directors declared common stock dividends during 2013 and 2012 as follows:

Declaration Date	Record Date	Date Payable or Paid	Dividend Per Share
February 4, 2013	April 16, 2013	April 30, 2013	$	0.12
November 26, 2012	December 14, 2012	January 4, 2013	0.11
August 1, 2012	October 15, 2012	October 29, 2012	0.11
May 1, 2012	July 16, 2012	July 30, 2012	0.10
February 27, 2012	April 16, 2012	April 30, 2012	0.10

Our Dividend Reinvestment Plan (“DRIP”) provides eligible holders of GGP’s common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares of common stock.  Eligible stockholders who enroll in the DRIP on or before the fourth business day preceding the record date for a dividend payment will be able to have that dividend reinvested.  As a result of the DRIP elections, 7,178 shares were issued during the three months ended March 31, 2013 and 2,294,684 shares were issued during the year ended March 31, 2012.

Preferred Stock

On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) at a price of $25.00 per share.  The net proceeds of $242.0 million after issuance costs were used for general corporate purposes, including repayment of amounts under our revolving credit facility (Note 6).  The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%.  The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share.

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

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PREPAID EXPENSES AND OTHER ASSETS (Tables)

3 Months Ended

Mar. 31, 2013

PREPAID EXPENSES AND OTHER ASSETS

Components of prepaid expenses and other assets

	March 31, 2013							December 31, 2012
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	1,181,928	$	(433,586	)	$	748,342	$	1,230,117	$	(425,837	)	$	804,280
Below-market ground leases, net	169,539		(10,970		)	158,569		169,539		(9,825		)	159,714
Real estate tax stabilization agreement, net	111,506		(15,100		)	96,406		111,506		(13,523		)	97,983
Total intangible assets	1,462,973		(459,656		)	1,003,317		1,511,162		(449,185		)	1,061,977
Remaining Prepaid expenses and other assets:
Security and escrow deposits						167,540							181,481
Prepaid expenses						57,624							54,514
Other non-tenant receivables						5,666							12,450
Deferred tax, net of valuation allowances						1,436							902
Other						14,055							18,141
Total remaining Prepaid expenses and other assets						246,321							267,488
Total Prepaid expenses and other assets						$	1,249,638						$	1,329,465

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EARNINGS PER SHARE (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Numerators - Basic and Diluted:
Loss from continuing operations	$ (27,665)	$ (182,739)
Preferred stock dividends	(2,125)
Allocation to noncontrolling interests	(2,657)	(3,433)
Loss from continuing operations - net of noncontrolling interests	(32,447)	(186,172)
Discontinued operations	18,927	(11,509)
Allocation to noncontrolling interests	(131)	66
Discontinued operations - net of noncontrolling interest	18,796	(11,443)
Net loss	(8,738)	(194,248)
Preferred stock dividends	(2,125)
Allocation to noncontrolling interests	(2,788)	(3,367)
Net loss attributable to common stockholders	$ (13,651)	$ (197,615)
Denominators:
Weighted average number of common shares outstanding - basic and diluted	939,271	937,274

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LITIGATION

3 Months Ended

Mar. 31, 2013

LITIGATION

LITIGATION

NOTE 14 LITIGATION

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

Urban Litigation

In October 2004, certain limited partners (the “Urban Plaintiffs”) of Urban Shopping Centers, L.P. (“Urban”) filed a lawsuit against Urban’s general partner, Head Acquisition, L.P. (“Head”), as well as TRCLP, Simon Property Group, Inc., Westfield America, Inc., and various of their affiliates, including Head’s general partners (collectively, the “Urban Defendants”), in Circuit Court in Cook County, Illinois. The Predecessor, GGPLP and other affiliates were later included as Urban Defendants. The lawsuit alleges, among other things, that the Urban Defendants breached the Urban partnership agreement, unjustly enriched themselves through misappropriation of partnership opportunities, failed to grow the partnership, breached their fiduciary duties, and tortiously interfered with several contractual relationships. The plaintiffs seek relief in the form of unspecified monetary damages and equitable relief requiring, among other things, the Urban Defendants, including the Predecessor and its affiliates, to engage in certain future transactions through the Urban Partnership.  Discovery is presently underway and the case is currently scheduled for trial on July 8, 2013.  We are not presently able to predict the outcome of this case or estimate a range of loss that may result from this matter.  John Schreiber, one of our directors, serves on the board of directors of, and is an investor in, an entity that is a principal investor in the Urban Plaintiffs, and is himself an investor in the Urban Plaintiffs and, therefore, has a financial interest in the outcome of the litigation that may be adverse to us.

Default Interest

Pursuant to the Plan, the Company cured and reinstated that certain note (the “Homart Note”) in the original principal amount of $254.0 million between GGP Limited Partnership and The Comptroller of the State of New York as Trustee of the Common Retirement Fund (“CRF”) by payment in cash of accrued interest at the contractual non-default rate.   CRF, however, contended that the Company’s bankruptcy caused the Company to default under the Homart Note and, therefore, post-petition interest accrued under the Homart Note at the contractual default rate was due for the period June 1, 2009 until November 9, 2010.  On June 16, 2011, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) ruled in favor of CRF, and, on June 22, 2011, the Company elected to satisfy the Homart Note in full by paying CRF the outstanding default interest and principal amount on the Homart Note totaling $246.0 million.  As a result of the ruling, the Company incurred and paid $11.7 million of default interest expense during the year ended December 31, 2011. The Company appealed the Bankruptcy Court’s order and reserved its right to recover the payment of default interest.  On March 13, 2013, the parties reached a settlement.  In exchange for the Company’s dismissal of its appeal, CRF waived all claims to attorneys’ fees.

Pursuant to the Plan, the Company agreed to pay to the holders of claims (the “2006 Lenders”) under a revolving and term loan facility (the “2006 Credit Facility”) the principal amount of their claims outstanding of approximately $2.6 billion plus post-petition interest at the contractual non-default rate. However, the 2006 Lenders asserted that they were entitled to receive interest at the contractual default rate.  In July 2011, the Bankruptcy Court ruled in favor of the 2006 Lenders.  The Company had accrued $96.1 million as of December 31, 2012.  The Company appealed the Bankruptcy Court ruling, and on March 13, 2013, the parties reached a settlement.  In exchange for the Company’s dismissal of its appeal, and a payment by the Company of $97.4 million, the 2006 Lenders waived all claim to attorneys’ fees.

Tax Indemnification Liability

Pursuant to the Investment Agreements, the Successor has indemnified HHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the Investment Agreements) in an amount up to $303.8 million.  Under certain circumstances, we agreed to be responsible for interest or penalties attributable to such MPC Taxes in excess of the $303.8 million.  As a result of this indemnity, The Howard Hughes Company, LLC and Howard Hughes Properties, Inc. filed petitions in the United States Tax Court on May 6, 2011, contesting this liability for the 2007 and 2008 years and a trial was held in early November 2012.  The Internal Revenue Service has opened an audit for these two taxpayers for 2009 and 2010 with respect to MPC Taxes.  We have accrued $303.6 million as of March 31, 2013 and $303.8 million as of December 31, 2012 related to the tax indemnification liability.  In addition, we have accrued $21.6 million of interest related to the tax indemnification liability in accounts payable and accrued expenses on our Consolidated Balance Sheets as of March 31, 2013, and December 31, 2012.  The aggregate liability of $325.2 million represents management’s best estimate of our liability as of March 31, 2013, which will be periodically evaluated in the aggregate.  We do not expect to make any significant payments on the tax indemnification liability within the next 12 months.

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

3 Months Ended

Mar. 31, 2013

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

Summary of operations of the properties included in discontinued operations

	Three Months Ended March 31,
	2013			2012
Retail and other revenue	$	1,067		$	36,238
Total revenues	1,067			36,238
Retail and other operating expenses	1,214			27,701
Provisions for impairment and other gains	4,975			10,393
Total expenses	6,189			38,094
Operating income (loss)	(5,122		)	(1,856		)
Interest expense, net	(1,521		)	(9,609		)
Gain on debt extinguishment	25,894			—
Net income (loss) from operations	19,251			(11,465		)
Provision for income taxes	—			(16		)
Losses on dispositions	(324		)	(28		)
Net income (loss) from discontinued operations	$	18,927		$	(11,509	)

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WARRANTS (Details 2) (USD $)	0 Months Ended	3 Months Ended	12 Months Ended														3 Months Ended
	Mar. 28, 2013	Mar. 31, 2013 warrant	Dec. 31, 2012	Dec. 14, 2012 warrant	Oct. 15, 2012 warrant	Jul. 16, 2012 warrant	Apr. 16, 2012 warrant	Mar. 26, 2013 GGPLP	Jan. 29, 2013 The Brookfield Investor	Jan. 28, 2013 Warrant acquisition GGPLP warrant	Jan. 28, 2013 Warrant acquisition Fairholme GGPLP	Jan. 28, 2013 Warrant acquisition Blackstone. GGPLP	Mar. 28, 2013 Minimum	Dec. 31, 2012 Minimum	Mar. 28, 2013 Maximum	Dec. 31, 2012 Maximum	Mar. 31, 2013 Fair Value Measurements, Recurring Significant Unobservable Inputs (Level 3)	Mar. 31, 2012 Fair Value Measurements, Recurring Significant Unobservable Inputs (Level 3)
WARRANT LIABILITY
Number of warrants acquired											41,070,000	5,000,000
Purchase price of warrants acquired										$ 633,000,000
Issuable Shares		120,000,000		134,640,000	133,884,000	133,116,000	132,372,000			27,000,000
Exercise price (in dollars per share)										$ 9.37
Common stock shares issued in warrant settlement transaction								27,500,000	65,000,000
Warrant options									57,500,000
Warrant option exercise price									618,000,000
Remaining outstanding warrants									16,430,000
Fair Value of Warrant Liability
Balance at the beginning of the period																	1,488,196,000	985,962,000
Warrant liability adjustment																	40,546,000	143,112,000
Purchase of warrants by GGLP																	(633,229,000)
Reclassification to equity		(895,513,000)															(895,513,000)
Balance at the end of the period																		1,129,074,000
Estimated fair value of Warrants and significant assumptions used in valuation
Fair value of Warrants	$ 895,513,000		$ 1,488,196,000
Observable Inputs
GGP stock price per share	$ 19.88		$ 19.85
Warrant term	4 years 7 months 13 days		4 years 10 months 10 days
Unobservable Inputs
Expected volatility (as a percent)	30.00%		33.00%										15.00%	20.00%	65.00%	65.00%
Discount for lack of marketability (as a percent)	3.00%		3.00%										3.00%	3.00%	7.00%	7.00%

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DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES (Details) (USD $)	3 Months Ended
	Mar. 31, 2013 property sqft	Mar. 31, 2012
Discontinued operations
Number of properties sold	2
Area of real estate property sold	2,000,000
Debt on the property paid down with proceeds from sale	$ 121,200,000
Total revenues	637,803,000	596,613,000
Total expenses	437,442,000	430,697,000
Operating income	200,361,000	165,916,000
Gain on extinguishment of debt	(9,319,000)
Discontinued operations, net	18,927,000	(11,509,000)
Discontinuing operations
Discontinued operations
Retail and other revenue	1,067,000	36,238,000
Total revenues	1,067,000	36,238,000
Retail and other operating expenses	1,214,000	27,701,000
Provisions for impairment and other gains	4,975,000	10,393,000
Total expenses	6,189,000	38,094,000
Operating income	(5,122,000)	(1,856,000)
Interest expense, net	(1,521,000)	(9,609,000)
Gain on extinguishment of debt	25,894,000
Net (loss) income from operations	19,251,000	(11,465,000)
Provision for income taxes		(16,000)
Losses on dispositions	(324,000)	(28,000)
Discontinued operations, net	18,927,000	(11,509,000)
Discontinuing operations | Regional Malls sold through lender directed sale
Discontinued operations
Number of properties sold	1
Gain on extinguishment of debt	$ 25,900,000

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Preferred Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests in Consolidated Real Estate Affiliates
Balance at Dec. 31, 2011	$ 8,579,345	$ 9,353		$ 10,405,318	$ (1,883,569)	$ (47,773)	$ 96,016
Increase (Decrease) in Shareholders' Equity
Net (loss) income	(198,364)				(197,615)		(749)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(357)						(357)
Restricted stock grants, net of forfeitures and compensation expense (24,121 and 12,311 common shares for the three months ended March 31, 2013 and 2012, respectively)	1,984			1,984
Stock option grants, net of forfeitures (213,534 and 11,235 common shares for the three months ended March 31, 2013 and 2012, respectively)	740			740
Cash dividends reinvested (DRIP) in stock (7,178 and 2,294,864 common shares for the three months ended March 31, 2013 and 2012, respectively)	33,574	23		33,551
Other comprehensive income	13,514					13,514
Cash distributions declared ($0.12 and $0.10 per share for the three months ended March 31, 2013 and 2012, respectively)	(93,759)				(93,759)
Fair value adjustment for noncontrolling interest in Operating Partnership	(16,119)			(16,119)
Dividend for RPI Spin-off	21,988				21,988
Balance at Mar. 31, 2012	8,342,546	9,376		10,425,474	(2,152,955)	(34,259)	94,910
Balance at Dec. 31, 2012	7,705,020	9,392		10,432,447	(2,732,787)	(87,354)	83,322
Increase (Decrease) in Shareholders' Equity
Net (loss) income	(10,989)				(11,526)		537
Issuance of preferred stock, net of issuance costs	242,042		242,042
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(853)						(853)
Restricted stock grants, net of forfeitures and compensation expense (24,121 and 12,311 common shares for the three months ended March 31, 2013 and 2012, respectively)	2,401			2,401
Employee stock purchase program (84,798 common shares)	1,668			1,668
Stock option grants, net of forfeitures (213,534 and 11,235 common shares for the three months ended March 31, 2013 and 2012, respectively)	22,694	2		22,692
Cash dividends reinvested (DRIP) in stock (7,178 and 2,294,864 common shares for the three months ended March 31, 2013 and 2012, respectively)	139			139
Other comprehensive income	9,843					9,843
Cash distributions declared ($0.12 and $0.10 per share for the three months ended March 31, 2013 and 2012, respectively)	(112,768)				(112,768)
Cash distributions on preferred stock	(2,125)				(2,125)
Cash redemptions for common units in excess of carrying value	(1,428)			(1,428)
Fair value adjustment for noncontrolling interest in Operating Partnership	427			427
Common stock warrants	895,513			895,513
Balance at Mar. 31, 2013	$ 8,751,584	$ 9,394	$ 242,042	$ 11,353,859	$ (2,859,206)	$ (77,511)	$ 83,006

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

3 Months Ended

Mar. 31, 2013

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

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

NOTE 3 DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES

All of our dispositions, for all periods presented, are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) and are summarized in the table below.  Gains on disposition and gains on debt extinguishment are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the period the property is disposed.

During the three months ended March 31, 2013, we sold our interests in two non-core assets totaling approximately 2 million square feet of GLA, which reduced our property level debt by $121.2 million. One property, which was previously transferred to a special servicer, was sold in a lender-directed sale in full satisfaction of the debt.  This resulted in a gain on extinguishment of debt of $25.9 million.

The following table summarizes the operations of the properties included in discontinued operations.

	Three Months Ended March 31,
	2013			2012
Retail and other revenue	$	1,067		$	36,238
Total revenues	1,067			36,238
Retail and other operating expenses	1,214			27,701
Provisions for impairment and other gains	4,975			10,393
Total expenses	6,189			38,094
Operating income (loss)	(5,122		)	(1,856		)
Interest expense, net	(1,521		)	(9,609		)
Gain on debt extinguishment	25,894			—
Net income (loss) from operations	19,251			(11,465		)
Provision for income taxes	—			(16		)
Losses on dispositions	(324		)	(28		)
Net income (loss) from discontinued operations	$	18,927		$	(11,509	)

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LITIGATION (Details) (USD $)	3 Months Ended		1 Months Ended	3 Months Ended	12 Months Ended		3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Oct. 31, 2004 Urban Litigation item	Mar. 31, 2013 HHC	Dec. 31, 2011 Homart Note	Jun. 22, 2011 Homart Note	Mar. 31, 2013 2006 Credit Facility	Dec. 31, 2012 2006 Credit Facility
Litigation
Number of directors of the reporting entity, serving on the board of directors of, and is an investor in, an entity that is a principal investor in Urban Plaintiffs			1
Default Interest
Principal amount outstanding					$ 254,000,000		$ 2,600,000,000
Outstanding default interest and principal amount						246,000,000
Default interest expense					11,700,000
Default interest accrued								96,100,000
Tax Indemnification Liability
Successor indemnified percentage of losses of HHC and its subsidiaries				93.75%
Maximum amount indemnified, solely to the extent directly attributable to MPC Taxes				303,800,000
Tax indemnification liability	303,586,000	303,750,000
Accrued interest related to tax indemnification liability	21,600,000	21,600,000
Management's best estimate of aggregate liability	325,200,000
Period during which the entity does not expect to make any payments on tax indemnification liability	12 months
Repayment amount							$ 97,400,000

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FAIR VALUE (Tables)

3 Months Ended

Mar. 31, 2013

FAIR VALUE

Schedule of components of debt eligible for Fair Value option and similar items not eligible for Fair Value option

	March 31, 2013				December 31, 2012
	Carrying Amount(1)		Estimated Fair Value		Carrying Amount(1)		Estimated Fair Value
Fixed-rate debt	$	15,254,834	$	16,226,925	$	14,954,601	$	16,190,518
Variable-rate debt	980,532		1,006,801		1,012,265		1,040,687
	$	16,235,366	$	17,233,726	$	15,966,866	$	17,231,205

(1) Includes market rate adjustments.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended	3 Months Ended
	Dec. 31, 2012	Mar. 31, 2013 Minimum Properties	Mar. 31, 2013 Minimum Buildings and improvements	Mar. 31, 2013 Minimum Equipment and fixtures	Mar. 31, 2013 Maximum Properties	Mar. 31, 2013 Maximum Buildings and improvements	Mar. 31, 2013 Maximum Equipment and fixtures
Reclassifications
Prior period reclassification from acquisition/development of real estate and property additions/developments	$ 55.4
Prior period reclassification to acquisition of real estate and property additions	11.7
Prior period reclassification to development of real estate and property improvements	$ 43.7
Impaired assets
Estimated useful lives		10 years	10 years	3 years	30 years	45 years	20 years

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2013

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 13 ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

	March 31, 2013							December 31, 2012
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	$	686,610	$	(244,020	)	$	442,590	$	725,878	$	(251,896	)	$	473,982
Above-market headquarter office leases, net	15,268		(3,817		)	11,451		15,268		(3,393		)	11,875
Above-market ground leases, net	9,756		(899		)	8,857		9,756		(805		)	8,951
Total intangible liabilities	711,634		(248,736		)	462,898		750,902		(256,094		)	494,808
Remaining Accounts payable and accrued expenses:
Accrued interest						99,364							185,461
Accounts payable and accrued expenses						119,628							160,861
Accrued real estate taxes						85,504							67,581
Deferred gains/income						79,557							98,376
Accrued payroll and other employee liabilities						28,423							34,802
Construction payable						53,812							70,609
Tenant and other deposits						22,992							22,870
Insurance reserve liability						16,206							15,796
Capital lease obligations						13,149							13,292
Conditional asset retirement obligation liability						12,695							12,134
Uncertain tax position liability						5,961							5,873
Other						14,565							29,768
Total remaining Accounts payable and accrued expenses						551,856							717,423
Total Accounts payable and accrued expenses						$	1,014,754						$	1,212,231