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 September 30, 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	(I.R.S. Employer
incorporating or organization)	Identification Number)
110 N. Wacker Dr., Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

(312) 960-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  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 (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  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 November 1, 2013 was 911,180,341.

GENERAL GROWTH PROPERTIES, INC.

INDEX

		PAGE NUMBER
Part I	FINANCIAL INFORMATION
	Item 1: Consolidated Financial Statements (Unaudited)
	Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012	3
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2013 and 2012	4
	Consolidated Statements of Equity for the nine months ended September 30, 2013 and 2012	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012	6
	Notes to Consolidated Financial Statements (Unaudited)	8
	Note 1: Organization	8
	Note 2: Summary of Significant Accounting Policies	8
	Note 3: Acquisitions and Joint Venture Activity	13
	Note 4: Discontinued Operations and Gains (Losses) on Dispositions of Operating Properties	14
	Note 5: Fair Value	14
	Note 6: Unconsolidated Real Estate Affiliates	16
	Note 7: Mortgages, Notes and Loans Payable	18
	Note 8: Income Taxes	20
	Note 9: Warrants	21
	Note 10: Equity and Redeemable Noncontrolling Interests	23
	Note 11: Earnings Per Share	25
	Note 12: Stock-Based Compensation Plans	26
	Note 13: Prepaid Expenses and Other Assets	27
	Note 14: Accounts Payable and Accrued Expenses	28
	Note 15: Litigation	28
	Note 16: Commitments and Contingencies	29
	Note 17: Subsequent Events	30
	Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
	Liquidity and Capital Resources	35
	Item 3: Quantitative and Qualitative Disclosures about Market Risk	44
	Item 4: Mine Safety Disclosures	44
	Item 5: Controls and Procedures	44
Part II	OTHER INFORMATION
	Item 1: Legal Proceedings	44
	Item 1A: Risk Factors	46
	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	46
	Item 3: Defaults Upon Senior Securities	46
	Item 5: Other Information	46
	Item 6: Exhibits	46
	SIGNATURE	48
	EXHIBIT INDEX	49

2

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30,			December 31,
	2013			2012
	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	4,256,685		$	4,278,471
Buildings and equipment	18,019,187			18,806,858
Less accumulated depreciation	(1,748,222		)	(1,440,301		)
Construction in progress	399,472			376,529
Net property and equipment	20,927,122			22,021,557
Investment in and loans to/from Unconsolidated Real Estate Affiliates	2,461,847			2,865,871
Net investment in real estate	23,388,969			24,887,428
Cash and cash equivalents	603,518			624,815
Accounts and notes receivable, net	449,295			260,860
Deferred expenses, net	186,914			179,837
Prepaid expenses and other assets	1,120,285			1,329,465
Total assets	$	25,748,981		$	27,282,405
Liabilities:
Mortgages, notes and loans payable	$	15,563,625		$	15,966,866
Investment in and loans to/from Unconsolidated Real Estate Affiliates	16,846			—
Accounts payable and accrued expenses	1,006,198			1,212,231
Dividend payable	125,324			103,749
Deferred tax liabilities	27,704			28,174
Tax indemnification liability	303,586			303,750
Junior subordinated notes	206,200			206,200
Warrant liability	—			1,488,196
Total liabilities	17,249,483			19,309,166
Redeemable noncontrolling interests:
Preferred	128,772			136,008
Common	123,787			132,211
Total redeemable noncontrolling interests	252,559			268,219
Commitments and Contingencies	—			—
Equity:
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 966,959,503 issued, 911,159,094 outstanding as of September 30, 2013, and 939,049,318 shares issued and outstanding as of December 31, 2012	9,395			9,392
Preferred Stock:
500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2013 and none issued and outstanding as of December 31, 2012	242,042			—
Additional paid-in capital	11,374,117			10,432,447
Retained earnings (accumulated deficit)	(2,861,339		)	(2,732,787		)
Accumulated other comprehensive loss	(33,261		)	(87,354		)
Common stock in treasury, at cost, 28,345,108 shares as of September 30, 2013 and none at December 31, 2012	(566,863		)	—
Total stockholders’ equity	8,164,091			7,621,698
Noncontrolling interests in consolidated real estate affiliates	82,848			83,322
Total equity	8,246,939			7,705,020
Total liabilities and equity	$	25,748,981		$	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 September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(Dollars in thousands, except per share amounts)
Revenues:
Minimum rents	$	392,934		$	394,736		$	1,190,291		$	1,154,657
Tenant recoveries	180,614			180,590			546,969			531,649
Overage rents	9,970			13,420			27,864			34,605
Management fees and other corporate revenues	17,336			17,823			50,575			55,646
Other	19,841			16,191			55,918			49,158
Total revenues	620,695			622,760			1,871,617			1,825,715
Expenses:
Real estate taxes	60,433			57,870			185,417			170,525
Property maintenance costs	14,354			16,673			53,600			55,889
Marketing	5,772			7,861			18,059			21,833
Other property operating costs	97,057			99,165			273,985			278,625
Provision for doubtful accounts	1,064			1,173			3,620			2,631
Property management and other costs	41,458			38,776			123,380			119,014
General and administrative	10,522			10,045			34,578			31,601
Provision for impairment	—			32,100			—			32,100
Depreciation and amortization	192,605			203,986			579,360			598,963
Total expenses	423,265			467,649			1,271,999			1,311,181
Operating income	197,430			155,111			599,618			514,534
Interest income	577			765			1,726			2,300
Interest expense	(178,438		)	(200,183		)	(567,094		)	(594,249		)
Warrant liability adjustment	—			(123,381		)	(40,546		)	(413,081		)
Gains from changes in control of investment properties	—			—			219,784			18,547
Loss on extinguishment of debt	—			—			(36,478		)	—
Income (loss) before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests	19,569			(167,688		)	177,010			(471,949		)
Benefit from (provision for) income taxes	287			(2,449		)	(1,236		)	(5,553		)
Equity in income of Unconsolidated Real Estate Affiliates	13,984			22,054			41,165			39,849
Equity in income of Unconsolidated Real Estate Affiliates - gain (loss) on investment (includes ($109.9 million) accumulated other comprehensive loss reclassifications for net foreign currency translation losses)	(2,800		)	—			648			—
Income (loss) from continuing operations	31,040			(148,083		)	217,587			(437,653		)
Discontinued operations:
Loss from discontinued operations, including gains (losses) on dispositions	(186		)	(58,525		)	(7,437		)	(69,548		)
Gain on extinguishment of debt	—			—			25,894			—
Discontinued operations, net	(186		)	(58,525		)	18,457			(69,548		)
Net income (loss)	30,854			(206,608		)	236,044			(507,201		)
Allocation to noncontrolling interests	(3,371		)	(1,279		)	(10,707		)	(6,236		)
Net income (loss) attributable to General Growth Properties, Inc.	27,483			(207,887		)	225,337			(513,437		)
Preferred Stock dividends	(3,984		)	—			(10,094		)	—
Net income (loss) attributable to common stockholders	$	23,499		$	(207,887	)	$	215,243		$	(513,437	)
Basic Earnings (Loss) Per Share:
Continuing operations	$	0.03		$	(0.17	)	$	0.21		$	(0.48	)
Discontinued operations	—			(0.06		)	0.02			(0.07		)
Total basic earnings (loss) per share	$	0.03		$	(0.23	)	$	0.23		$	(0.55	)
Diluted Earnings (Loss) Per Share:
Continuing operations	$	0.02		$	(0.17	)	$	0.21		$	(0.48	)
Discontinued operations	—			(0.06		)	0.02			(0.07		)
Total diluted earnings (loss) per share	$	0.02		$	(0.23	)	$	0.23		$	(0.55	)
Dividends declared per share	$	0.13		$	0.11		$	0.37		$	0.31
Comprehensive Income (Loss), Net:
Net income (loss)	$	30,854		$	(206,608	)	$	236,044		$	(507,201	)
Other comprehensive income (loss):
Foreign currency translation (the three and nine months ended September 30, 2013 includes reclassification of ($109.9 million) accumulated other comprehensive loss into Net income attributable to common stockholders)	105,107			(842		)	54,181			(35,202		)
Unrealized gains on available-for-sale securities	(996		)	606			(66		)	716
Other comprehensive income (loss)	104,111			(236		)	54,115			(34,486		)
Comprehensive income (loss)	134,965			(206,844		)	290,159			(541,687		)
Comprehensive loss allocated to noncontrolling interests	(3,733		)	(1,284		)	(10,729		)	(6,003		)
Comprehensive income (loss) attributable to General Growth Properties, Inc.	131,232			(208,128		)	279,430			(547,690		)
Preferred stock dividends	(3,984		)	—			(10,094		)	—
Comprehensive income (loss), net, attributable to common stockholders	$	127,248		$	(208,128	)	$	269,336		$	(547,690	)

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			Common			Interests in
	Common		Preferred		Paid-In			(Accumulated			Comprehensive			Stock in			Consolidated Real			Total
	Stock		Stock		Capital			Deficit)			Income (Loss)			Treasury			Estate Affiliates			Equity
	(Dollars in thousands, except share and 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								(513,437		)							(115		)	(513,552		)
Distributions to noncontrolling interests in consolidated
Real Estate Affiliates																	(7,035		)	(7,035		)
Restricted stock grants, net of forfeitures					6,632															6,632
((48,125) common shares)	—																			—
Employee stock purchase program (98,076 common shares)	1				1,604															1,605
Stock option grants, net of forfeitures (396,064 common shares)	4				7,557															7,561
Cash dividends reinvested (DRIP) in stock (2,866,019 common shares)	29				43,810															43,839
Other comprehensive loss											(34,253		)							(34,253		)
Cash distributions declared ($0.31 per share)								(290,797		)										(290,797		)
Cash redemptions for common units in excess of carrying value					(409		)													(409		)
Fair value adjustment for noncontrolling interest in Operating Partnership					(46,855		)													(46,855		)
Dividend for RPI Spin-off								26,044												26,044
Balance at September 30, 2012	$	9,387	$	—	$	10,417,657		$	(2,661,759	)	$	(82,026	)	$	—		$	88,866		$	7,772,125
Balance at January 1, 2013	$	9,392	$	—	$	10,432,447		$	(2,732,787	)	$	(87,354	)	$	—		$	83,322		$	7,705,020
Net income								225,337									2,146			227,483
Issuance of Preferred Stock, net of issuance costs			242,042		—															242,042
Distributions to noncontrolling interests in consolidated
Real Estate Affiliates																	(2,620		)	(2,620		)
Restricted stock grants, net of forfeitures (7,240 common shares)	—				7,148															7,148
Employee stock purchase program (112,371 common shares)	—				2,247															2,247
Stock option grants, net of forfeitures (314,167 common shares)	3				31,178															31,181
Treasury stock purchases (28,345,108 common shares)														(566,863		)				(566,863		)
Cash dividends reinvested (DRIP) in stock																				—
(21,106 common shares)	—				446															446
Other comprehensive loss before reclassifications											(55,768		)							(55,768		)
Amounts reclassified from Accumulated Other Comprehensive Loss											109,861									109,861
Cash distributions declared ($0.37 per share)								(343,795		)										(343,795		)
Cash distributions on Preferred Stock								(10,094		)										(10,094		)
Cash redemptions for common units in excess of carrying value					(1,428		)													(1,428		)
Fair value adjustment for noncontrolling interest in Operating Partnership					6,566															6,566
Common stock warrants					895,513															895,513
Balance at September 30, 2013	$	9,395	$	242,042	$	11,374,117		$	(2,861,339	)	$	(33,261	)	$	(566,863	)	$	82,848		$	8,246,939

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

5

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2013			2012
	(Dollars in thousands)
Cash Flows provided by Operating Activities:
Net income (loss)	$	236,044		$	(507,201	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(41,165		)	(39,849		)
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment, net	(648		)	—
Distributions received from Unconsolidated Real Estate Affiliates	36,334			30,021
Provision for doubtful accounts	3,651			3,264
Depreciation and amortization	579,835			621,388
Amortization/write-off of deferred finance costs	6,900			3,576
Accretion/write-off of debt market rate adjustments	7,395			(42,446		)
Amortization of intangibles other than in-place leases	65,335			79,504
Straight-line rent amortization	(36,760		)	(51,049		)
Deferred income taxes	(653		)	—
Gain on dispositions, net	838			(13,037		)
Gains from changes in control of investment properties	(219,784		)	(18,547		)
Gain on extinguishment of debt	(25,894		)	(9,911		)
Provisions for impairment	4,975			118,588
Warrant liability adjustment	40,546			413,081
Net changes:
Accounts and notes receivable	12,056			31,041
Prepaid expenses and other assets	(987		)	(1,104		)
Deferred expenses	(31,015		)	(34,838		)
Restricted cash	14,430			62,652
Accounts payable and accrued expenses	(62,653		)	(48,870		)
Other, net	17,433			10,994
Net cash provided by operating activities	606,213			607,257
Cash Flows provided by (used in) Investing Activities:
Acquisition of real estate and property additions	(149,327		)	(376,967		)
Development of real estate and property improvements	(316,715		)	(207,279		)
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	872,307			194,269
Deposits paid for acquisitions	(90,000		)	—
Contributions to Unconsolidated Real Estate Affiliates	(73,165		)	(62,139		)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	172,460			289,366
Decrease in restricted cash	8,467			6,195
Net cash provided by (used in) investing activities	424,027			(156,555		)
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	5,067,622			3,892,525
Principal payments on mortgages, notes and loans payable	(4,839,289		)	(4,022,632		)
Deferred finance costs	(18,484		)	(27,254		)
Net proceeds from issuance of Preferred Stock	242,042			—
Purchase of Warrants	(633,229		)	—
Treasury stock purchases	(566,863		)	—
Distributions to noncontrolling interests in consolidated real estate affiliates	(2,620		)	—
Cash distributions paid to common stockholders	(328,742		)	(281,089		)
Cash distributions reinvested (DRIP) in common stock	446			43,839
Cash distributions paid to preferred stockholders	(6,109		)	—
Cash distributions paid to holders of common units	(4,756		)	(1,543		)
Other, net	38,445			10,526
Net cash used in financing activities	(1,051,537		)	(385,628		)
Net change in cash and cash equivalents	(21,297		)	65,074
Cash and cash equivalents at beginning of period	624,815			572,872
Cash and cash equivalents at end of period	$	603,518		$	637,946

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

6

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)

	Nine Months Ended September 30,
	2013			2012
	(Dollars in thousands)
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	661,295		$	631,844
Interest capitalized	7,356			780
Income taxes paid	5,555			2,598
Accrued capital expenditures included in accounts payable and accrued expenses	95,282			88,598
Non-Cash Transactions:
Notes receivable related to sale of investment property and Aliansce	151,127			17,000
Gain on investment in Unconsolidated Real Estate Affiliates	648			—
Amendment of warrant agreement	895,513			—
Rouse Properties, Inc. Dividend:
Non-cash dividend for RPI Spin-off	—			(26,044		)
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
Liabilities and equity	—			(63,672		)
Non-Cash Acquisition of The Oaks and Westroads - Refer to Note 3
Non-Cash Sale of Regional Mall:
Assets	71,881			—
Mortgage debt forgiven or assumed by acquirer	(91,293		)	—
Other liabilities and equity	19,412			—
Non-Cash Acquisition of Quail Springs - Refer to Note 3
Non-Cash Sale of The Grand Canal Shoppes and The Shoppes at The Palazzo - Refer to Note 3

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 share and per share amounts)

(Unaudited)

NOTE 1                ORGANIZATION

Readers of this Quarterly Report should refer to the Company’s (as defined below) audited consolidated financial statements for the year ended December 31, 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 properties, which are predominantly located throughout the United States.  As of September 30, 2013, our portfolio was comprised of 123 regional malls comprising approximately 127 million square feet of gross leasable area (“GLA”).  In addition to regional malls, as of September 30, 2013, we owned 11 strip/other retail centers totaling 4.3 million square feet, primarily in the Western region of the United States, as well as seven stand-alone office buildings totaling approximately 1 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 September 30, 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 has common units of limited partnership (“Common Units”), which are redeemable for cash or, at our option, shares of GGP common stock.  It also has preferred units of limited partnership interest (“Preferred Units”), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock (“Convertible Preferred Units”) (Note 10).

In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through General Growth Management, Inc. (“GGMI”) and General Growth Services, Inc. (“GGSI”).  GGMI and GGSI are taxable REIT subsidiaries (“TRS”s), which provide management, leasing, and other services for our Unconsolidated Real Estate Affiliates (defined below).  GGMI and GGSI provide various services, including business development, tenant coordination, marketing, and strategic partnership services at all of our Consolidated Properties, as defined below.  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.”

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

8

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated.

We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls.  Our portfolio 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. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. 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/improvements.  The $584.2 million originally presented has been reclassified as Acquisition of real estate and property additions for $377.0 million, and Development of real estate and property improvements for $207.2 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, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized.  Capitalization is based on qualified expenditures and interest rates.  Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets.

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

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 recent 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 of our properties range from 10-30 years.

9

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and 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.

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

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 September 30, 2013
Tenant leases:
In-place value	$	811,315	$	(403,526	)	$	407,789
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 13); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in Accounts payable and accrued expenses (Note 14) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, had the following effects on our Income (loss) from continuing operations:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Amortization/accretion effect on continuing operations	$	(61,383	)	$	(83,704	)	$	(189,523	)	$	(264,813	)

10

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, is estimated to decrease results from continuing operations as follows:

Year	Amount
2013 Remaining	$	52,423
2014	179,862
2015	147,076
2016	114,744
2017	85,564

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Management fees from affiliates	$	17,324		$	17,565		$	50,463		$	54,445
Management fee expense	(6,534		)	(5,375		)	(18,651		)	(17,054		)
Net management fees from affiliates	$	10,790		$	12,190		$	31,812		$	37,391

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.

11

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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 and nine months ended September 30, 2013 included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  During the nine months ended September 30, 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 4).  The other operating property was a regional mall that was sold for less than its carrying value.

During the three and nine months ended September 30, 2012, we recorded $32.1 million of impairment charges included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  This impairment charge related to one regional mall and was recorded because the estimated fair value of the property, based on our discounted cash flow analysis, was less than the carrying value of the property.  During the three months ended September 30, 2012, we recorded $66.2 million of impairment charges in discontinued operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  These charges related to two regional malls, two office properties, and two operating properties.  During the nine months ended September 30, 2012, we recorded $76.6 million of impairment charges in discontinued operations of our Consolidated Statement of Operations and Comprehensive Income (Loss), which related to two regional malls, two office properties, and four 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 and nine months ended September 30, 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

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 nine months ended September 30, 2013 and 2012 that were based on Level 2 inputs.  Note 5 includes a discussion of

12

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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 9 includes a discussion of our outstanding warrant liability, which was previously measured at fair value using Level 3 inputs.  Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

NOTE 3        ACQUISITIONS AND JOINT VENTURE ACTIVITY

On June 28, 2013, we acquired the remaining 50% interest in Quail Springs Mall, previously held by our joint venture partner, for total consideration of $90.2 million, which included $55.5 million of cash and the assumption of the remaining 50% of debt.  The investment property was previously recorded under the equity method of accounting and is now consolidated.  The acquisition resulted in a remeasurement of the net assets acquired to fair value.  We recorded Gains from changes in control of investment properties in our Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2013, since the fair value of the net assets acquired was greater than our investment in the Unconsolidated Real Estate Affiliate and the cash paid to acquire our joint venture partner’s interest.  The table below summarizes the gain calculation:

Total fair value of net assets acquired	$	110,893
Previous investment in Quail Springs Mall	(35,610		)
Cash paid to acquire our joint venture partner’s interest	(55,507		)
Gains from changes in control of investment properties	$	19,776

The following table summarizes the allocation of the purchase price to the net assets acquired at the date of acquisition.  These allocations were based on the relative fair values of the assets acquired and liabilities assumed.

Investment in real estate, including intangible assets and liabilities	$	186,627
Fair value of debt	(77,204		)
Net working capital	1,470
Net assets acquired	$	110,893

On May 16, 2013, we formed a joint venture with TIAA-CREF Global Investments, LLC (“TIAACREF”) that holds 100% of The Grand Canal Shoppes and The Shoppes at The Palazzo.  We received $411.5 million in cash, net of debt assumed, and TIAACREF received a 49.9% economic interest in the joint venture.  We recorded Gains from changes in control of investment properties of $200.0 million on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2013, as a result of this transaction.  We are the general partner, however we account for the joint venture under the equity method of accounting because we share control over major decisions with TIAACREF and TIAACREF has substantive participating rights.  The table below summarizes the gain calculation:

Cash received from joint venture partner	$	411,476
Proportionate share of previous investment in The Grand Canal Shoppes and The Shoppes at The Palazzo	(211,468		)
Gain from change in control of investment property	$	200,008

On April 5, 2012, we acquired the remaining 49% interest in The Oaks and Westroads, previously held by our joint venture partner for total consideration of $191.1 million, which included $98.3 million of cash and the assumption of the remaining 49% of debt and net working capital.  The joint venture properties were previously recorded under the equity method of accounting and are now consolidated.  The acquisition resulted in a remeasurement of the net assets acquired to fair value.  We recorded Gains from changes in control of

13

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

investment properties of $18.5 million for the nine months ended September 30, 2012, since the fair value of the net assets acquired was greater than our investment in the Unconsolidated Real Estate Affiliate and the cash paid to acquire the joint venture partner’s interest.

Our acquisition of the remaining interests in Quail Springs Mall and the formation of the joint venture with TIAACREF constitute the Gains from changes in control of investment properties for the nine months ended September 30, 2013.  Our acquisition of The Oaks and Westroads in 2012 combine to represent the Gains from changes in control of investment properties for the nine months ended September 30, 2012.  These amounts are recognized for their respective year on our Consolidated Statements of Operations and Comprehensive Income (Loss).

NOTE 4        DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF  OPERATING PROPERTIES

All of our dispositions of Consolidated Properties, 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 nine months ended September 30, 2013, we sold our interests in three 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.

During the nine months ended September 30, 2012, we sold our interests in twelve non-core assets totaling approximately four million square feet of GLA, which reduced our property level debt by $161.8 million.

During the nine months ended September 30, 2012, we completed the spin-off of RPI, a 30-mall portfolio totaling approximately 21 million square feet.  The RPI Spin-off was accomplished through a special dividend of the common stock of RPI to holders of GGP common stock as of December 30, 2011.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Retail and other revenue	$	114		$	15,271		$	1,628		$	70,730
Total revenues	114			15,271			1,628			70,730
Retail and other operating expenses	279			15,526			1,766			56,233
Provisions for impairment and other gains	—			66,188			4,975			76,581
Total expenses	279			81,714			6,741			132,814
Operating income (loss)	(165		)	(66,443		)	(5,113		)	(62,084		)
Interest expense, net	62			(5,294		)	(1,475		)	(20,478		)
Gain on debt extinguishment	—			—			25,894			—
Net income (loss) from operations	(103		)	(71,737		)	19,306			(82,562		)
Provision for income taxes	—			—			—			(23		)
Losses on dispositions	(83		)	13,212			(849		)	13,037
Net (loss) income from discontinued operations	$	(186	)	$	(58,525	)	$	18,457		$	(69,548	)

NOTE 5        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

14

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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.  As of September 30, 2013, and December 31, 2012, we carried all of our operating properties at their historical cost, less accumulated depreciation.

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 September 30, 2013 and December 31, 2012.

	September 30, 2013				December 31, 2012
	Carrying Amount(1)		Estimated Fair  Value		Carrying Amount(1)		Estimated Fair  Value
Fixed-rate debt	$	13,908,625	$	13,842,305	$	14,954,601	$	16,190,518
Variable-rate debt	1,655,000			1,689,699	1,012,265		1,040,687
	$	15,563,625	$	15,532,004	$	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 September 30, 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.

15

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 6        UNCONSOLIDATED REAL ESTATE AFFILIATES

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

	September 30,			December 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	970,599		$	960,335
Buildings and equipment	8,591,133			7,658,965
Less accumulated depreciation	(2,239,402		)	(2,080,361		)
Construction in progress	143,440			173,419
Net property and equipment	7,465,770			6,712,358
Investments in unconsolidated joint ventures	—			1,201,044
Net investment in real estate	7,465,770			7,913,402
Cash and cash equivalents	291,657			485,387
Accounts and notes receivable, net	174,125			167,548
Deferred expenses, net	240,495			298,050
Prepaid expenses and other assets	160,403			140,229
Total assets	$	8,332,450		$	9,004,616
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	$	6,504,341		$	6,463,377
Accounts payable, accrued expenses and other liabilities	292,652			509,064
Cumulative effect of foreign currency translation (“CFCT”)	(17,863		)	(158,195		)
Owners’ equity, excluding CFCT	1,553,320			2,190,370
Total liabilities and owners’ equity	$	8,332,450		$	9,004,616
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	1,535,457		$	2,032,175
Less: joint venture partners’ equity	(784,034		)	(1,105,457		)
Plus: excess investment/basis differences	1,693,578			1,939,153
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,445,001		$	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	$	2,461,847		$	2,865,871
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates	(16,846		)	—
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,445,001		$	2,865,871

16

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(Dollars in thousands)						(Dollars in thousands)
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	$	196,941		$	176,020		$	564,339		$	531,995
Tenant recoveries	84,872			74,767			244,161			225,059
Overage rents	7,020			4,553			15,443			12,099
Management and other fees	—			—			—			—
Other	8,075			7,067			22,947			20,923
Total revenues	296,908			262,407			846,890			790,076
Expenses:
Real estate taxes	26,907			23,927			78,516			71,858
Property maintenance costs	8,422			8,838			24,684			27,652
Marketing	3,840			4,080			10,363			10,894
Other property operating costs	44,065			38,898			119,331			114,579
Provision for doubtful accounts	599			1,013			1,861			904
Property management and other costs(1)	13,491			11,388			38,615			36,113
General and administrative	565			427			1,739			1,551
Depreciation and amortization	71,184			62,171			204,895			195,414
Total expenses	169,073			150,742			480,004			458,965
Operating income	127,835			111,665			366,886			331,111
Interest income	390			80			955			533
Interest expense	(73,468		)	(67,652		)	(208,971		)	(211,852		)
Provision for income taxes	(131		)	(221		)	(419		)	(672		)
Equity in income of unconsolidated joint ventures	—			—			—			—
Income from continuing operations	54,626			43,872			158,451			119,120
Discontinued operations	8,774			7,775			26,884			39,738
Allocation to noncontrolling interests	(12		)	(3		)	22			(39		)
Net income attributable to the ventures	$	63,388		$	51,644		$	185,357		$	158,819
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	63,388		$	51,644		$	185,357		$	158,819
Joint venture partners’ share of income	(34,337		)	(30,050		)	(102,078		)	(95,005		)
Amortization of capital or basis differences	(15,067		)	460			(42,114		)	(23,965		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,984		$	22,054		$	41,165		$	39,849

(1)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 20 domestic joint ventures, comprising 31 regional malls, and one international joint venture, comprising one property 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 September 16, 2013, we contributed $40.3 million to a joint venture that acquired a portfolio comprised of two properties in the Union Square area of San Francisco, California.  We have a 50% interest in the joint venture and account for the joint venture under the equity method of accounting because we share control over major decisions with our joint venture partner, which has substantive participating rights.

Aliansce Shopping Centers S.A.

On September 30, 2013, we closed on the sale of our investment in Aliansce Shopping Centers, S.A. (“Aliansce”) to Canada Pension Plan Investment Board and Rique Empreendimentos e Participacoes Ltda. (“Rique”), which includes a member of Aliansce management.  The sale of the stock resulted in a loss of $2.8 million on our investment in the Unconsolidated Real Estate Affiliate, including the realization of accumulated foreign currency translation losses and a note receivable issued to Rique.  The note receivable is recorded in Accounts and notes receivable on the Consolidated Balance Sheets at September 30, 2013. The note receivable is denominated in Brazilian reais, bears interest at an effective interest rate of approximately 14%, is collateralized by shares of common stock of Aliansce, and requires annual principal and interest payments over the five year term.

17

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

The disposition is recorded as discontinued operations within Equity in Income of Unconsolidated Real Estate Affiliates in the table above.  The table below summarizes the loss calculation:

Cash received from acquirers	$	446,322
Note receivable from Rique	151,127
GGP’s investment in Aliansce	(490,388		)
Accumulated foreign currency translation adjustment realized	(109,861		)
Loss on sale of Aliansce	$	(2,800	)

As of September 30, 2013, we still hold a 35% noncontrolling interest in a large regional mall, Shopping Leblon, in Rio de Janeiro, Brazil which is accounted for under the equity method.

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 September 30, 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 $90.9 million at one property as of September 30, 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 them, could be reduced to the extent of such deficiencies.  As of September 30, 2013, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

NOTE 7        MORTGAGES, NOTES AND LOANS PAYABLE

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

	September 30,		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	$	13,894,327	4.56	%	$	14,225,011	4.88	%
Corporate and other unsecured loans	14,298		4.41	%	729,590		6.51	%
Total fixed-rate debt	13,908,625		4.56	%	14,954,601		4.96	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	1,600,000		2.64	%	1,012,265		3.42	%
Corporate revolver	55,000		4.50	%	—		0.00	%
Total variable-rate debt	1,655,000		2.70	%	1,012,265		3.42	%
Total Mortgages, notes and loans payable	$	15,563,625	4.36	%	$	15,966,866	4.86	%
Junior Subordinated Notes	$	206,200	1.72	%	$	206,200	1.76	%

(1) Includes net ($2.7) 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 net ($23.3) million of debt market rate adjustments.

(4) Properties provide mortgage collateral as guarantors.  $1.5 billion of the balance is cross-collateralized.

18

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Collateralized Mortgages, Notes and Loans Payable

As of September 30, 2013, $19.1 billion of land, buildings and equipment (before accumulated depreciation), and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.6 billion of debt, are cross-collateralized with other properties.  Although a majority of the $15.5 billion of fixed and variable-rate collateralized mortgages, notes and loans payable are non-recourse, $1.6 billion of such mortgages, notes and loans payable are recourse to the Company.  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 nine months ended September 30, 2013, we refinanced consolidated mortgage notes totaling $4.6 billion related to 33 properties with net proceeds of $1.1 billion.  The prior loans had a weighted-average term-to-maturity of 2.8 years, and a weighted-average interest rate of 4.9%.  The new loans have a weighted-average term-to-maturity of 8.2 years, and a weighted-average interest rate of 3.4%.

$1.5 billion of the refinanced debt relates to a 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.  During the nine months ended September 30, 2013, we expensed financing fees of $6.6 million associated with this loan in Loss on extinguishment of debt on our Consolidated Statements of Operations and Comprehensive Income (Loss), and we capitalized $9.5 million as deferred financing costs within Deferred expenses on our Consolidated Balance Sheets.

Unsecured Loans

During the nine months ended September 30, 2013, we paid down $700.5 million of corporate unsecured bonds.  We have certain unsecured debt obligations, the terms of which are described below:

	September 30,		Weighted-Average		December 31,		Weighted-Average
	2013(2)		Interest Rate		2012 (3)		Interest Rate
Unsecured debt:
Unsecured Corporate Bonds - 2010 Indenture	$	—	—		$	608,688	6.75	%
HHC Note(1)	14,747		4.41	%	19,347		4.41	%
Unsecured Corporate Bonds - 1995 Indenture	—		—		91,786		5.38	%
Corporate revolver	55,000		4.50	%	—		—
Total unsecured debt	$	69,747	4.48	%	$	719,821	6.51	%

(1) Matures in December 2015.

(2) Excludes a market rate discount of $0.4 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets.  The market rate discount amortizes as an addition to interest expense over the life of the loan.

(3) Excludes a net market rate premium of $9.8 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.

On February 14, 2013, the Company redeemed $91.8 million of the 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).

On May 1, 2013, the Company redeemed $608.7 million of the 6.75% unsecured corporate bonds due November 9, 2015.  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 $20.5 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 unsecured corporate bonds had covenants, including ratios of secured debt-to-gross assets and total debt-to-gross assets that governed our ability to incur debt for certain assets.  As a result of the redemptions of the

19

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

unsecured corporate bonds, the Company and related assets are no longer subject to the unsecured corporate bonds’ covenants.

Our revolving credit facility (the “Facility”) provides for revolving loans of up to $1.0 billion.  The Facility has an uncommitted accordion feature for a total facility of up to $1.3 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 September 30, 2013. $55.0 million was outstanding on the Facility, as of September 30, 2013 (Note 17).

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 our Junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $22.3 million as of September 30, 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 September 30, 2013 with the exception of two properties transferred to a special servicer.

NOTE 8        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, 2010 through 2012 and are open to audit by state taxing authorities for the years ended December 31, 2009 through 2012.

20

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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 September 30, 2013, although such change is not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

NOTE 9        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.

		Initial
Initial Warrant Holder	Number of Warrants	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 Warrants (A and B) were purchased by GGP.

The Brookfield Investor Warrants and the Blackstone Warrants (A and B) 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 changed as follows:

21

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

		Exercise Price
			Fairholme, Pershing
Record Date	Issuable Shares (1)	Brookfield Investor and Blackstone - B (2)	Square and Blackstone - A (2) (3)
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
April 16, 2013	83,443,178	9.53	9.30
July 16, 2013	83,945,892	9.47	9.25

(1) Issuable shares as of April 16, 2013 exlcude the Fairholme and Blackstone A and B warrants purchased by GGPLP.

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

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

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.  On March 26, 2013, GGPLP exercised its warrants and was issued approximately 27.5 million shares of GGP’s common stock, under net share settlement (See Note 11 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 September 30, 2013, Brookfield Investor’s Warrants are exercisable into approximately 43 million common shares of the Company, at a weighted-average exercise price of approximately $9.42 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 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. 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,

22

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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:

	Nine Months Ended September 30,
	2013			2012
Balance as of January 1,	$	1,488,196		$	985,962
Warrant liability adjustment	40,546			413,081
Purchase of Warrants by GGPLP	(633,229		)	—
Reclassification to equity	(895,513		)	—
Balance as of September 30,	$	—		$	1,399,043

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 10EQUITY 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 September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Distributions to preferred Operating Partnership units	$	(2,335	)	$	(2,335	)	$	(7,006	)	$	(10,104	)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)	(160		)	1,603			(1,555		)	3,753
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates	(876		)	(547		)	(2,146		)	115
Allocation to noncontrolling interests	(3,371		)	(1,279		)	(10,707		)	(6,236		)
Other comprehensive loss allocated to noncontrolling interests	(362		)	(5		)	(22		)	233
Comprehensive loss allocated to noncontrolling interests	$	(3,733	)	$	(1,284	)	$	(10,729	)	$	(6,003	)

Redeemable Noncontrolling Interests

The minority interest related to the Common and Preferred Units of the Operating Partnership are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets since it is possible we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities.

23

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

The Common and Preferred Units of the Operating Partnership 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 September 30, 2013, the aggregate amount of cash we would have paid would have been $123.8 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 September 30, 2013	Converted Basis to Common Units Outstanding as of September 30, 2013	Conversion Price		Redemption Value
Series B (1)	3.00000	1,279,715	3,991,799	$	16.66670	$	77,001,806
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
						$	128,772,128

(1)  The conversion price of Series B preferred units is lower than the GGP September 30, 2013 closing common stock price of $19.29.  Therefore, a common stock price of $19.29 is used to calculate the Series B redemption value.

The following table reflects the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2013 and 2012.

Balance at January 1, 2012	$	223,795
Net loss	(3,753		)
Distributions	(2,116		)
Cash redemption of operating partnership units	(1,134		)
Dividend for RPI Spin-Off	3,137
Other comprehensive loss	(233		)
Fair value adjustment for noncontrolling interests in Operating Partnership	46,855
Balance at September 30, 2012	$	266,551
Balance at January 1, 2013	$	268,219
Net income	1,555
Distributions	(2,343		)
Cash redemption of operating partnership units	(8,328		)
Other comprehensive loss	22
Fair value adjustment for noncontrolling interests in Operating Partnership	(6,566		)
Balance at September 30, 2013	$	252,559

24

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Common Stock Dividend

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

Declaration Date	Record Date	Payment Date	Dividend Per Share
2013
July 29	October 15	October 29, 2013	$	0.13
May 10	July 16	July 30, 2013	0.12
February 4	April 16	April 30, 2013	0.12
2012
November 20	December 14	January 4, 2013	0.11
July 31	October 15	October 29, 2012	0.11
April 26	July 16	July 30, 2012	0.10
February 23	April 16	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, 21,106 shares were issued during the nine months ended September 30, 2013 and 2,866,019 shares were issued during the year ended September 30, 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, resulting in net proceeds of $242.0 million after issuance costs.  The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%.  The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share.

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

On July 29, 2013, our Board of Directors declared a third quarter Preferred Stock dividend of $.03984 per share of Preferred Stock payable on October 1, 2013, to stockholders of record on September 13, 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.

NOTE 11EARNINGS PER SHARE

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

25

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Information related to our EPS calculations is summarized as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerators - Basic and Diluted:
Income (loss) from continuing operations	$	31,040		$	(148,083	)	$	217,587		$	(437,653	)
Preferred Stock dividend	(3,984		)	—			(10,094		)	—
Allocation to noncontrolling interests	(3,372		)	(1,203		)	(10,581		)	(6,263		)
Income (loss) from continuing operations - net of noncontrolling interests	23,684			(149,286		)	196,912			(443,916		)
Discontinued operations	(186		)	(58,525		)	18,457			(69,548		)
Allocation to noncontrolling interests	1			(76		)	(126		)	27
Discontinued operations - net of noncontrolling interests	(185		)	(58,601		)	18,331			(69,521		)
Net income (loss)	30,854			(206,608		)	236,044			(507,201		)
Preferred Stock dividend	(3,984		)	—			(10,094		)	—
Allocation to noncontrolling interests	(3,371		)	(1,279		)	(10,707		)	(6,236		)
Net income (loss) attributable to common stockholders	$	23,499		$	(207,887	)	$	215,243		$	(513,437	)
Denominators:
Weighted-average number of common shares outstanding - basic	932,964			938,316			937,200			937,795
Effect of dilutive securities	47,803			—			3,454			—
Weighted-average number of common shares outstanding - diluted	980,767			938,316			940,654			937,795
Anti-dilutive Securities:
Effect of Common Units	6,417			6,860			6,469			6,855
Effect of Stock Options	—			2,897			—			2,242
Effect of Warrants	—			65,690			46,934			58,781
	6,417			75,447			53,403			67,878

Options and Warrants were anti-dilutive for the three and nine months ended September 30, 2012, because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.  In addition, potentially dilutive shares related to the Warrants have been excluded from the denominator in the computation of diluted EPS for the nine months ended September 30, 2013 because they are anti-dilutive.  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.

During the three months ended September 30, 2013, GGPLP repurchased 28,345,108 shares of GGP’s common stock, which are considered treasury shares for $566.9 million. Accordingly these shares have been excluded from the calculation of EPS, and are presented as issued, but not outstanding on our Consolidated Balance Sheets.

At September 30, 2013, our consolidated subsidiary, GGPLP, owns 27,459,195 shares of GGP’s common stock.  Accordingly, these shares have been excluded from the calculation of EPS, and are presented as issued, but not outstanding on our Consolidated Balance Sheets. As of December 31, 2012 GGPLP did not own any shares of GGP’s common stock.

NOTE 12STOCK-BASED COMPENSATION PLANS

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

26

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2013 and 2012 is summarized in the following table:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Stock options - Property management and other costs	$	1,367	$	732	$	3,702	$	2,402
Stock options - General and administrative	2,439		1,593		7,053		4,704
Restricted stock - Property management and other costs	440		372		1,255		1,269
Restricted stock - General and administrative	1,805		1,982		5,424		5,948
Total	$	6,051	$	4,679	$	17,434	$	14,323

The following tables summarize stock option activity for the nine months ended September 30, 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	5,971,108		19.25		—		—
Exercised	(309,220	)	14.32		(386,029	)	13.56
Forfeited	(233,302	)	14.22		(351,856	)	14.65
Expired	(21,510	)	15.36		(499,088	)	46.39
Stock options Outstanding at September 30,	15,099,575		$	15.78	10,266,896		$	13.64

There was no significant restricted stock activity for the three and nine months ended September 30, 2013 and 2012.

NOTE 13PREPAID EXPENSES AND OTHER ASSETS

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

	September 30, 2013							December 31, 2012
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	1,043,588	$	(455,549	)	$	588,039	$	1,230,117	$	(425,837	)	$	804,280
Below-market ground leases, net	164,063		(12,539		)	151,524		169,539		(9,825		)	159,714
Real estate tax stabilization agreement, net	111,506		(18,256		)	93,250		111,506		(13,523		)	97,983
Total intangible assets	$	1,319,157	$	(486,344	)	$	832,813	$	1,511,162	$	(449,185	)	$	1,061,977
Remaining Prepaid expenses and other assets:
Security and escrow deposits						195,581							181,481
Prepaid expenses						70,618							54,514
Other non-tenant receivables						5,988							12,450
Deferred tax, net of valuation allowances						1,118							902
Other						14,167							18,141
Total remaining Prepaid expenses and other assets						287,472							267,488
Total Prepaid expenses and other assets						$	1,120,285						$	1,329,465

27

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 14ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

	September 30, 2013							December 31, 2012
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	$	628,706	$	(256,771	)	$	371,935	$	725,878	$	(251,896	)	$	473,982
Above-market headquarters office leases, net	15,268		(4,696		)	10,572		15,268		(3,393		)	11,875
Above-market ground leases, net	9,756		(1,087		)	8,669		9,756		(805		)	8,951
Total intangible liabilities	$	653,730	$	(262,554	)	$	391,176	$	750,902	$	(256,094	)	$	494,808
Remaining Accounts payable and accrued expenses:
Accrued interest						78,920							185,461
Accounts payable and accrued expenses						103,575							147,386
Accrued real estate taxes						108,316							69,955
Deferred gains/income						90,365							99,861
Accrued payroll and other employee liabilities						56,431							34,802
Construction payable						93,645							80,225
Tenant and other deposits						21,627							22,870
Insurance reserve liability						16,671							15,796
Capital lease obligations						12,855							13,292
Conditional asset retirement obligation liability						10,952							12,134
Uncertain tax position liability						5,906							5,873
Other						15,759							29,768
Total remaining Accounts payable and accrued expenses						615,022							717,423
Total Accounts payable and accrued expenses						$	1,006,198						$	1,212,231

NOTE 15LITIGATION

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.  On June 24, 2013, the court held oral argument on the parties’ cross-motions for partial summary judgment. The court has scheduled a status conference for November 7, 2013, and has indicated that a decision on the motions will be forthcoming by that date. At this time, no new trial date has been scheduled. As a result of our consideration of the risks associated with this matter as well as discussions with counsel, the Company has concluded that we cannot reasonably estimate a possible range of potential loss related to the Urban Plaintiffs’ lawsuit due to the broad spectrum of monetary and non-monetary remedies that may result from the outcome of the matter and the difficulty in calculating and allocating damages (if any) among the defendants.  Therefore, no liability has been accrued and no range of loss has been disclosed as of September 30, 2013.

John Schreiber, one of our former 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 GGPLP 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

28

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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 through 2011 with respect to MPC Taxes.  We have accrued $303.6 million as of September 30, 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 September 30, 2013, and December 31, 2012.  As a result of our consideration of the risks associated with this matter, as well as discussions with counsel, the Company believes that the aggregate liability recorded of $325.2 million represents management’s best estimate of our liability as of September 30, 2013 and that the probability that we will incur a loss in excess of this amount is remote.  It is possible that we may make payments on the tax indemnification liability in the next twelve months.  We do not expect that these payments will exceed the tax indemnification liability accrued as of September 30, 2013.

NOTE 16COMMITMENTS 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 September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Contractual rent expense, including participation rent	$	3,396	$	3,411	$	10,456	$	10,200
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	2,190		2,141		6,798		6,387

See Note 8 and Note 15 for our obligations related to uncertain tax positions and for disclosure of additional contingencies.

29

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 17SUBSEQUENT EVENTS

According to Sandeep Mathrani’s employment agreement that was entered into in October 2010 and amended on October 31, 2012, he was granted 1,500,000 shares of restricted common stock, which vest one third on the first anniversary and two thirds on third anniversary of the grant date. On October 31, 2013, the Compensation Committee amended the vesting provision set forth in the employment agreement so  that the remaining 1,000,000 shares of restricted stock vest in November 2014. There was no change in compensation expense as a result of the award vesting modification.

On October 28, 2013, our Board of Directors declared a third quarter common stock dividend of $0.14 per share of common stock payable on January 2, 2014, to stockholders of record on December 13, 2013.

On October 28, 2013, our Board of Directors declared a third quarter Preferred Stock dividend of $0.3984 per share of Preferred Stock payable on January 2, 2014, to stockholders of record on December 13, 2013.

On October 24, 2013, the Company acquired 200 Lafayette Street in New York, New York for $148.8 million.

On October 23, 2013, the Company amended the Facility. As part of this amendment, the Company extended the maturity date from April 2016 to October 2018. The Facility is unsecured. The interest rate for borrowings has decreased from the range LIBOR plus 200 to 275 to the range LIBOR plus 132.5 to 195 basis points, which is determined by the Company’s leverage level.

On October 18, 2013, the Company sold Eden Prairie Mall in Eden Prairie, Minnesota for $100.0 million. The Company netted approximately $19.0 million in proceeds after closing costs and the repayment of approximately $71.6 million of mortgage note secured by the property.

On October 9, 2013, the Company acquired 830 North Michigan Avenue in Chicago, Illinois for $166.0 million.

30

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 retail properties that provide an outstanding environment and experience for our communities, retailers, employees, consumers and shareholders.  Our properties are predominantly located in the United States.  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 September 30, 2013, we are the owner, either entirely or with joint venture partners, of 123 regional malls comprising approximately 127 million square feet of GLA.  The regional mall portfolio generated tenant sales of $562 per square foot during the third quarter of 2013; including 73 Class A malls generating average tenant sales of $654 per square foot and contributing approximately 71% of our share of Company net operating income (‘‘NOI’’) (as defined below) for the three months and contributing approximately 70% of our share of Company NOI for the nine months ended September 30, 2013.

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

1) increasing permanent occupancy;

2) increasing rental revenues by leasing at higher rents than those expiring; and

3) creating value from our redevelopment activities.

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 12.2% higher than the final rents paid on expiring leases, on a gross basis. We have identified $2.0 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 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 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 retail properties;

·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

·control operating expenses by leveraging our scale to maximize operational synergies.

31

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;

·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 5.1% from $1.5 billion for the nine months ended September 30, 2012 to $1.6 billion for the nine months ended September 30, 2013.  Our Company FFO (as defined below) increased 17.7% from $680.3 million for the nine months ended September 30, 2012 to $801.0 million for the nine months ended September 30, 2013.

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

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:

·sold our investment in Aliansce (Note 6);

·formed a joint venture that acquired a portfolio comprised of two properties in the Union Square area of San Francisco for total consideration of $40.3 million (Note 6);

·acquired the 50% interest in Quail Springs Mall, previously held by our joint venture partner, for total consideration of $90.2 million (Note 3); and

·sold our interests in three non-core assets totaling approximately 2 million square feet of GLA, which reduced our property level debt by $121.2 million (Note 4).

Operating Metrics

Regional Mall Metrics

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

	September 30, 2013 (1)			September 30, 2012 (1)			% Change
In-Place Rents per square foot (2)
Consolidated Properties	$	66.92		$	66.84		0.12	%
Unconsolidated Properties	80.27			73.37			9.40	%
Total	$	70.69		$	68.62		3.02	%
Percentage Leased
Consolidated Properties	96.4		%	95.3		%	110	bps
Unconsolidated Properties	97.0		%	96.3		%	70	bps
Total	96.6		%	95.5		%	110	bps
Tenant Sales
Consolidated Properties	$	518		$	521		-0.58	%
Unconsolidated Properties	673			594			13.30	%
Total	$	562		$	541		3.88	%

(1) Metrics exclude one asset transferred to the special servicer and one asset that is being de-leased in preparation for redevelopment.

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

32

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.

	Number of Leases	Square Feet	Term/Years	Initial Rent Per Square Foot(1)		Expiring Rent Per Square Foot(2)		Average Rent Spread		% Change
New Leases(3)	567	1,764,173	8.7	$	70.11	$	55.91	$	14.20	25.4	%
Renewal Leases(3)	934	2,823,026	4.4	59.08		56.78		2.30		4.1	%
New/Renewal Leases(3)	1,501	4,587,199	6.1	$	63.32	$	56.44	$	6.88	12.2	%

(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 September 30, 2013 and 2012

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

	Three Months Ended September 30,
	2013			2012			$ Change			% Change
	(Dollars in thousands)
Components of Minimum rents:
Base minimum rents	$	395,613		$	395,210		$	403		0.1	%
Lease termination income	3,299			1,376			1,923			139.8
Straight-line rent	11,553			18,285			(6,732		)	(36.8	)
Above and below-market tenant leases, net	(17,531		)	(20,135		)	2,604			(12.9	)
Total Minimum rents	$	392,934		$	394,736		$	(1,802	)	(0.5	)%

Minimum rents were flat during the third quarter of 2013 compared to the third quarter of 2012.

Overage rent decreased by $3.5 million in part due to the change in ownership of The Grand Canal Shoppes and The Shoppes at the Palazzo, during the second quarter of 2013, which resulted in $1.8 million less in overage rent in the third quarter of 2013 compared to the third quarter of 2012.

Other revenue increased by $3.7 million due to the receipt of a $0.8 million tax settlement related to a previously-disposed property, a milestone payment of $0.9 million related to the sale of our third party management business in 2010, and a $0.8 million of gain on the sale of marketable securities.

Other property operating costs and Property management and other costs were both flat during the third quarter of 2013 compared to the third quarter of 2012 as a result of our operating expense management initiatives.

Depreciation and amortization expense decreased by $11.4 million. This decrease is primarily due to the change in ownership of The Grand Canal Shoppes and The Shoppes at the Palazzo during the second quarter of 2013, which resulted in $8.1 million less in depreciation and amortization expense. Further decrease is due to lower net amortization expense related to lease intangibles. These decreases are partially offset by the accelerated depreciation related to the change in the estimated useful lives at certain operating properties (Note 2).

Interest expense decreased by $21.7 million primarily due to the redemption of $1.3 billion of unsecured corporate bonds.  The unsecured corporate bonds were redeemed subsequent to September 30, 2012 and prior to July 1, 2013.

Preferred Stock issued during the first quarter of 2013 resulted in $4.0 million in preferred dividends accrued during the third quarter of 2013.  Refer to Note 10 for further discussion.

Equity in income of Unconsolidated Real Estate Affiliates decreased $8.1 million. This decrease was primarily due to a 2012 decrease in amortization expense related to our basis in our investment in Unconsolidated Real Estate Affiliates that increased 2012 Equity in income of Unconsolidated Real Estate Affiliates.

33

Nine months Ended September 30, 2013 and 2012

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

	Nine Months Ended September 30,
	2013			2012			$ Change			% Change
	(Dollars in thousands)
Components of Minimum rents:
Base minimum rents	$	1,195,511		$	1,162,568		$	32,943		2.8	%
Lease termination income	11,077			7,964			3,113			39.1
Straight-line rent	36,767			49,045			(12,278		)	(25.0	)
Above and below-market tenant leases, net	(53,064		)	(64,920		)	11,856			(18.3	)
Total Minimum rents	$	1,190,291		$	1,154,657		$	35,634		3.1	%

Minimum rents increased by $35.6 million primarily due to increased permanent occupancy from 92.4% as of September 30, 2012 to 94.8% as of September 30, 2013.

Tenant recoveries increased $15.3 million primarily due to higher real estate tax recoveries which were driven by increased Real estate tax expense and therefore recovery income.  Additionally, we settled a multi-year real estate tax case with a municipality at one operating property, which resulted in a $5.1 million recovery.

Real estate taxes increased $14.9 million primarily due to an $11.1 million multi-year real estate tax settlement with a municipality at one operating property during the first quarter of 2013.

Other property operating costs and Property management and other costs were flat for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012 as a result of our operating expense management initiatives.

Depreciation and amortization expense decreased by $19.6 million primarily due to the change in ownership of The Grand Canal Shoppes and The Shoppes at the Palazzo during the second quarter of 2013, which resulted in $12.7 million less in depreciation and amortization expense. Further decrease is due to lower net amortization expense related to lease intangibles. These decreases are partially offset by accelerated depreciation associated with a change in the estimated useful lives at certain operating properties (Note 2).

Interest expense decreased by $27.2 million primarily due to the redemption of $1.3 billion of unsecured corporate bonds subsequent to September 30, 2012.  The decrease is also due to capitalization of $6.6 million of interest costs related to development projects. This decrease is partially offset by a write-off of a market rate adjustment related to the refinancing of Ala Moana, which reduced interest expense during 2012.

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.  We incurred a net Warrant liability adjustment of $40.5 million during the first quarter of 2013.  This adjustment reflects our purchase of the Warrants from Fairholme and Blackstone, as the amount paid exceeded the liability by approximately $55 million.  This was partially offset by the revaluation of the remaining Brookfield Investor Warrants as of March 28, 2013.  As of March 28, 2013, an amendment to the warrant agreement changed the classification of the Warrants owned by Brookfield from a liability to a component of permanent equity.  As a result, the Warrants have not been revalued after March 28, 2013.  Refer to Note 9 for a discussion of transactions related to the Warrants.

The Warrant liability adjustment of $413.1 million in the nine months ended September 30, 2012 as a result of an increase in our stock price within the quarter, which was partially offset by the effect of a decrease in the Warrants’ implied volatility.

The Gain from change in control of investment properties of $219.8 million in 2013 is due to a newly-formed joint venture that holds The Grand Canal Shoppes and The Shoppes at the Palazzo, and the purchase of the remaining interest in Quail Springs Mall, previously held in a joint venture (Note 3). The 2012 Gain from change in control of investment properties of $18.5 million relates to the purchase of our partner’s interest in two regional malls previously held in a joint venture.

The Loss on extinguishment of debt of $36.5 million in 2013 is the result of fees expensed for the early payoff of debt.  $20.5 million of such fees were expensed as a result of the early redemption of the $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015.  In addition, we expensed $6.6 million in financing fees resulting from the refinancing of the $1.5 billion secured corporate loan, $3.5 million as a result of the early

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redemption of $91.8 million of 5.38% unsecured corporate bonds due November 26, 2013, and $5.9 million as a result of the early payoff of mortgage debt at one operating property (Note 7).

Preferred Stock issued during the first quarter of 2013 resulted in $10.1 million in preferred dividends accrued during the nine months ended September 30, 2013.  Refer to Note 10 for further discussion.

Liquidity and Capital Resources

Our primary source of cash is from day-to-day ownership and management of our properties.  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.

Capital

Our capital plan is to obtain financial flexibility by managing our future maturities, cross collateralizations and corporate guarantees, and providing the necessary capital to fund growth.  Our long term goal is to decrease 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. We believe that we currently have sufficient liquidity to satisfy all of our commitments in the form of $603.5 million of consolidated unrestricted cash and $945.0 million of available credit under our credit facility as of September 30, 2013, as well as anticipated cash provided by operations.

Our key financing and capital raising objectives include the following:

·refinance our maturing debt, and certain debt prepayable without penalty, 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.

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 nine months ended September 30, 2013, we executed the following refinancing and capital transactions:

·acquired 28,345,108 shares of our common stock for $566.9 million;

·completed $4.6 billion of secured financings, including the $1.5 billion secured corporate loan, lowering the average interest rate, lengthening the term-to-maturity, and generating net proceeds of approximately $1.1 billion;

·issued 10,000,000 shares of 6.375% Preferred Stock, generating proceeds of approximately $250 million before issuance costs; and

·redeemed $700.5 million of unsecured corporate bonds with a weighted-average interest rate of 6.57%.  The redeemed unsecured corporate bonds were scheduled to mature in 2013 and 2015.

As of September 30, 2013, we have $2.5 billion of debt pre-payable at par.  We may pursue opportunities to refinance this debt at lower interest rates and longer 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 $1.3 billion, representing 7.4% of our total debt.  The maximum amount due in any one of the next ten years is no more than $3.0 billion or approximately 17.3% of our total debt.

The following table illustrates the scheduled balloon payments at maturity for our proportionate share of total debt as of September 30, 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 7).  As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to 2017.

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	Consolidated(1)		Unconsolidated(1)
2013	$	10,956	$	—
2014	416,223		—
2015	663,550		183,409
2016	855,367		—
2017	718,032		447,710
Subsequent	11,621,025		2,325,918
	$	14,285,153	$	2,957,037

(1) Excludes $6.5 million of adjustments related to special improvement district liabilities and debt market rate adjustment.

Acquisitions and Joint Venture Activity

From time-to-time we may acquire high quality retail assets that are consistent with our strategy of owning and operating best-in-class properties within the retail landscape.  Such assets provide long-term embedded growth or potential redevelopment opportunities.

During the nine months ended September 30, 2013, we executed the following acquisitions (at our proportionate share):

·acquired a 50% interest in a portfolio comprised of two properties in the Union Square area of San Francisco for $40.3 million and assumed debt of $41.3 million (Note 6);

·formed a joint venture with TIAACREF, generating proceeds to GGP of $411.5 million net of debt assumed of $312.1 million (Note 3); and

·acquired the 50% interest in Quail Springs Mall, previously held by our joint venture partner, for $55.5 million and assumed debt of $34.7 million (Note 3).

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.  On on March 13, 2013, we reached a settlement with the holders of claims (the “2006 Lenders”) under a revolving and term loan facility.  In exchange for our dismissal of its appeal, and a payment by us of $97.4 million, the 2006 Lenders waived all claims to attorneys’ fees (Note 15).

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 were 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 $9.42 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 42.0% 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 42.6% 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 43.2% of the Company.

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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
	(Dollars in thousands)
December 31, 2012	$	913,000		$	575,000		$	1,488,000
Warrant Expense (income)	(17,500		)	58,000			40,500
Purchase of Fairholme/Blackstone	—			(633,000		)	(633,000		)
Reclassification to Equity	(895,500		)	—			(895,500		)
September 30, 2013	$	—		$	—		$	—

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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.  These redevelopment projects within our portfolio were identified as providing compelling risk-adjusted returns on investment.

These redevelopments represent organic growth and we expect to achieve double-digit returns on investment (on average, cash on cash, 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 redevelopments.

Selected Expansions and Redevelopments (dollars in millions, at shre)

Property	Description	Ownership %		GGP’s Total Projected Share of Cost		GGP’s Investment to Date (1)		Expected Return on Investment (2)		Expected Project Completion
Completed
Northridge	The Sports Authority, Yardhouse and Plaza	100	%	$	12.2	$	11.1	14-15	%	Q1 2013
Northridge, CA
Other Projects	Redevelopment projects at various malls (6 Properties)	N/A		25.0		24.8		9-10	%	Various
Various Malls
	Total Completed Projects			$	37.2	$	35.9	12	%
Under Construction
Fashion Show	Addition of Macy’s Men’s and inline	100	%	$	35.5	$	26.5	20	%	Q4 2013
Las Vegas, NV
Oakwood Center	West wing redevelopment and Dick’s Sporting Goods	100	%	19.0		10.9		10	%	Q4 2013
Gretna, LA
Glendale Galleria (3)	Addition of Bloomingdale’s, remerchandising, business development and renovation	50	%	51.7		34.8		11-12	%	Q4 2013
Glendale, CA
The Mall in Columbia	Lifestyle expansion	100	%	23.6		8.8		11-12	%	Q4 2013
Columbia, MD
Oakbrook Center	Conversion of former anchor space into Container Store, Fixtures Living and inline	48	%	15.0		8.3		10-11	%	Q4 2013
Oakbrook, IL
The Woodlands (3)	Addition of Nordstrom in former Sears box	100	%	44.7		22.8		7-9	%	Q3 2014
Woodlands, TX
Mayfair Mall (3)	Nordstrom	100	%	72.3		0.7		6-8	%	Q3 2015
Wauwatosa, WI
Ridgedale Center (3) Minnetonka, MN	Nordstrom & Macy Expansion, New Inline GLA and refresh	100	%	106.2		14.8		8-9	%	Q3 2015
Ala Moana Center	Demolish existing Sears store and expand mall, adding anchor, box and inline tenants, reconfigure center court and renovate existing center	100	%	573.2		222.7		9-10	%	Q4 2015
Honolulu, HI
Other Projects	Redevelopment projects at various malls (36 Properties)	N/A		275.9		86.9		8-9	%	Various
Various Malls
	Total Projects Under Construction			$	1,217.1	$	437.2	9-11	%
Projects in Pipeline
Baybrook Mall	Expansion	53	%	$	76.3	$	0.2	9-10	%	TBD
Friendswood, TX
Southwest Plaza	Redevelopment	100	%	72.6		0.6		9-10	%	TBD
Littleton, CO
Staten Island Mall	Expansion	100	%	156.1		0.6		10-11	%	TBD
Staten Island, NY
New Mall Development	Ground up mall development	100	%	285.0		—		8-10	%	TBD
Norwalk, CT
Other Projects	Redevelopment projects at various malls (17 Properties)	N/A		170.1		22.2		10-11	%	TBD
Various Malls
	Total Projects in Pipeline			$	760.1	$	23.6	8-10	%
	Total Development Summary			$	2,014.4	$	496.7	9-11	%

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

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

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

Our investment in these projects as of September 30, 2013 has increased from December 31, 2012, in conjunction with the applicable development plan and as projects near completion.  Significant increases at Fashion Show and Glendale Galleria were primarily due to the fact that these projects are nearing completion.

Capital Expenditures, Capitalized Interest and Overhead (at share)

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

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	Nine Months Ended September 30, 2013		Nine Months Ended September 30, 2012
	(Dollars in thousands)
Capital expenditures (1)	$	100,357	$	87,013
Tenant allowances and capitalized costs (2)	99,667		102,959
Capitalized interest and capitalized overhead	42,409		32,673
Total	$	242,433	$	222,645

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

(2)   Reflects tenant allowances on current operating properties.

The increase in Capital expenditures and Capitalized interest is driven by refurbishment projects that improve the quality of our properties and allow us to maintain a best-in-class retail property portfolio.

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
October 28	December 13	January 2, 2014	$	0.14
July 29	October 15	October 29, 2013	0.13
May 10	July 16	July 30, 2013	0.12
February 4	April 16	April 30, 2013	0.12
2012
November 20	December 14	January 4, 2013	0.11
July 31	October 15	October 29, 2012	0.11
April 26	July 16	July 30, 2012	0.10
February 23	April 16	April 30, 2012	0.10

In addition to the above common stock dividends, our Board of Directors declared Preferred Stock dividends of $0.3984 per share of Preferred Stock on October 28, 2013 payable on January 2, 2014 to stockholders of record on December 13, 2013.

Summary of Cash Flows

Cash Flows from Operating Activities

Net cash provided by operating activities was $606.2 million for the nine months ended September 30, 2013 and $607.3 million for the nine months ended September 30, 2012.  Significant components of net cash provided by operating activities include:

2013

·in 2013, a decrease in accounts payable and accrued expenses of $(62.7) million primarily attributable to a settlement with the 2006 Lenders (Note 14).

2012

·in 2012, a decrease in accounts payable and accrued expenses of $(48.9) million primarily attributable to the payment of the accrued Rouse Properties, Inc. dividend of $426.7 million; and

·in 2012, the 2012 increase in restricted cash of $62.7 million primarily attributable to the spin-off of Rouse Properties, Inc. as well as the release of escrows resulting from refinancing certain mortgage debt.

Cash Flows from Investing Activities

Net cash provided by (used in) investing activities was $424.0 million for the nine months ended September 30, 2013 and $(156.6) million for the nine months ended September 30, 2012. Significant components of net cash provided by (used in) investing activities include:

2013

·in 2013, $411.5 million in proceeds from the formation of a joint venture with TIAACREF (Note 3);

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·in 2013, the $(55.5) million acquisition of our joint venture partner’s 50% interest in Quail Springs (Note 3);

·in 2013, a $(40.3) million contribution to the joint venture that acquired a portfolio in San Francisco’s Union Square area (Note 6);

·in 2013, $446.3 million in proceeds from the sale of our investment in the stock of Aliansce Shopping Centers S.A. (Note 6); and

·in 2013, $(90.0) million in deposits paid related to the acquisitions that closed in the fourth quarter of 2013  (Note 17).

2012

·in 2012, the $(270.0) million acquisition of interests in 11 Sears anchor pads;

·in 2012, the $(98.3) million acquisition of the remaining 49% of The Oaks and Westroads, which were previously owned through a joint venture;

·in 2012, proceeds from the disposition of 11 investment properties, $192.4 million; and

·in 2012, $289.4 million of distributions received from our Unconsolidated Real Estate Affiliates in excess of income, primarily related to distributions received from three of our joint ventures.

Cash Flows from Financing Activities

Net cash used in financing activities was $1.1 billion for the nine months ended September 30, 2013, and $385.6 million for the nine months ended September 30, 2012.  Significant components of net cash used in financing activities include:

2013

·in 2013, $242.0 million of net proceeds from the issuance of Preferred Stock;

·in 2013, the $(633.2) million purchase of the Fairholme and Blackstone Warrants (Note 9);

·in 2013, $(566.9) million to acquire 28.3 million shares of our common stock;

·in 2013, the $(328.7) million cash distributions paid to common stockholders, which were offset by the cash distributions reinvested in common stock via the DRIP of $0.4 million; and

·in 2013, the $228.3 million of net proceeds from the refinancing or issuance of mortgages, notes, and loans payable, net of principal payments.

2012

·in 2012, the $(130.1) million of net payments from the refinancing or issuance of mortgages, notes, and loans payable, net of principal payments; and

·in 2012, the $(281.1) million of cash distributions paid to common stockholders, which were offset by the cash distributions reinvested in common stock via the DRIP of $43.8 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.

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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 8 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.  The Company considers NOI a helpful supplemental measure of its operating performance because it is a direct measure of the actual results of our properties.  Because NOI excludes general and administrative expenses, interest expense, retail investment property impairment or non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests, provision for income taxes, discontinued operations, preferred stock dividends, and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

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

Funds From Operations (“FFO”) and Company FFO

The Company determines FFO based upon the definition set forth by National Association of Real Estate Investment Trusts (“NAREIT”).  The Company determines FFO to be 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.

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

As with our presentation of Company NOI, the Company also considers Company FFO to be a helpful supplemental measure of the operating performance for equity REITs because it excludes from FFO certain items that are non-cash and certain non-comparable items such as our Company NOI adjustments, and FFO items such as FFO from discontinued operations related to 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 which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events.

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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.

The following tables reconcile operating income to NOI and Company NOI (dollars in thousands) for the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,
	2013			2012
Operating income	$	197,430		$	155,111
Management fees and other corporate revenues	(17,336		)	(17,823		)
Property management and other costs	41,458			38,776
General and administrative	10,522			10,045
Provision for impairment	—			32,100
Depreciation and amortization	192,605			203,986
Noncontrolling interest in NOI of Consolidated Properties and other	(3,866		)	(2,467		)
NOI of unconsolidated properties	100,408			86,246
Total NOI adjustments	323,791			350,863
Proportionate NOI	521,221			505,974
Company NOI adjustments:
Straight-line rent	(14,846		)	(22,106		)
Above and below-market leases amortization, net	23,625			24,987
Real estate tax stabilization agreement	1,578			1,578
Amortization of below-market ground leases	6,004			1,424
Total Company NOI adjustments	16,361			5,883
Company NOI	$	537,582		$	511,857

	Nine Months Ended September 30,
	2013			2012
Operating income	$	599,618		$	514,534
Management fees and other corporate revenues	(50,575		)	(55,646		)
Property management and other costs	123,380			119,014
General and administrative	34,578			31,601
Provision for impairment	—			32,100
Depreciation and amortization	579,360			598,963
Noncontrolling interest in NOI of Consolidated Properties and other	(11,082		)	(8,772		)
NOI of unconsolidated properties	287,618			265,536
Total NOI adjustments	963,279			982,796
Proportionate NOI	1,562,897			1,497,330
Company NOI adjustments:
Straight-line rent	(47,175		)	(63,233		)
Above and below-market leases amortization, net	69,660			78,082
Real estate tax stabilization agreement	4,734			4,734
Amortization of below-market ground leases	8,774			4,283
Total Company NOI adjustments	35,993			23,866
Company NOI	$	1,598,890		$	1,521,196

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The following tables reconcile net loss attributable to common stockholders to FFO and Company FFO for the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,
	2013			2012
Net income (loss) attributable to General Growth Properties, Inc.	$	27,483		$	(207,887	)
Depreciation and amortization of capitalized real estate costs	234,968			227,218
(Losses) gains on sales of investment properties	2,872			(12,302		)
Gains from changes in control of investment properties	—			—
Noncontrolling interests in depreciation of Consolidated Properties	(1,807		)	(1,622		)
Provision for impairment excluded from FFO	—			32,100
Provision for impairment excluded from FFO of discontinued operations	—			66,188
Redeemable noncontrolling interests	160			(1,602		)
Depreciation and amortization of discontinued operations	3,667			8,224
Preferred Stock dividends	(3,984		)	—
Total FFO adjustments	235,876			318,204
Proportionate FFO	263,359			110,317
Company FFO Adjustments:
Straight-line rent	(14,846		)	(22,106		)
Above and below-market leases amortization, net	23,625			24,987
Real estate tax stabilization agreement	1,578			1,578
Amortization of below-market ground leases	6,004			1,424
Property management and other costs (above-market rent)	(455		)	(424		)
Interest expense (1)	4,636			(12,443		)
Warrant liability adjustment	—			123,381
Provision for income taxes	(798		)	2,015
FFO from discontinued operations	(526		)	2,025
Company FFO	$	282,577		$	230,754

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

	Nine Months Ended September 30,
	2013			2012
Net income (loss) attributable to General Growth Properties, Inc.	$	225,337		$	(513,437	)
Depreciation and amortization of capitalized real estate costs	701,609			707,245
(Losses) gains on sales of investment properties	189			(13,139		)
Gains from changes in control of investment properties	(219,784		)	(18,547		)
Noncontrolling interests in depreciation of Consolidated Properties	(5,368		)	(5,354		)
Provision for impairment excluded from FFO	—			32,100
Provision for impairment excluded from FFO of discontinued operations	4,975			76,580
Redeemable noncontrolling interests	1,563			(3,752		)
Depreciation and amortization of discontinued operations	6,484			25,187
Preferred Stock dividends	(10,094		)	—
Total FFO adjustments	479,574			800,320
Proportionate FFO	704,911			286,883
Company FFO Adjustments:
Straight-line rent	(47,175		)	(63,233		)
Above and below-market leases amortization, net	69,660			78,082
Real estate tax stabilization agreement	4,734			4,734
Amortization of below-market ground leases	8,774			4,283
Property management and other costs (above-market rent)	(1,303		)	(1,272		)
Preferred unit distributions (1)	—			3,098
Interest expense (2)	47,916			(43,477		)
Warrant liability adjustment	40,546			413,081
Provision for income taxes	(257		)	4,200
FFO from discontinued operations	(26,798		)	(6,046		)
Company FFO	$	801,008		$	680,333

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

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

43

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, 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.  On June 24, 2013, the court held oral argument on the parties’ cross-motions for partial summary judgment. The court has scheduled a status conference for November 7, 2013, and has indicated that a decision

44

on the motions will be forthcoming by that date. At this time, no new trial date has been scheduled. As a result of our consideration of the risks associated with this matter as well as discussions with counsel, the Company has concluded that we cannot reasonably estimate a possible range of potential loss related to the Urban Plaintiffs’ lawsuit due to the broad spectrum of monetary and non-monetary remedies that may result from the outcome of the matter and the difficulty in calculating and allocating damages (if any) among the defendants.  Therefore, no liability has been accrued and no range of loss has been disclosed as of September 30, 2013.

John Schreiber, one of our former 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 GGPLP 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 through 2011 with respect to MPC Taxes.  We have accrued $303.6 million as of September 30, 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 September 30, 2013, and December 31, 2012.  As a result of our consideration of the risks associated with this matter, as well as discussions with counsel, the Company believes that the aggregate liability recorded of $325.2 million represents management’s best estimate of our liability as of September 30, 2013 and that the probability that we will incur a loss in excess of this amount is remote.  It is possible that we may make payments on the tax indemnification liability in the next twelve months.  We do not expect that these payments will exceed the tax indemnification liability accrued as of September 30, 2013.

45

ITEM 1A   RISK FACTORS

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

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides the information with respect to the stock repurchases made by GGP during the quarter ended September 30, 2013.

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number or Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
August (August 2-30 2013)	3,185,108	$	20.01	3,185,108	$	120,599,524.56
September (September 3-12, 2013)	25,160,000	$	19.99	160,000	$	117,558,939.06
Total	28,345,108	$	20.00	3,345,108	$	117,558,939.06

(1) The Company’s stock repurchase program, approved by our Board of Directors on August 8, 2011, authorizes the purchase of up to $250 million of the Company’s common stock. The Company’s stock repurchase program has no fixed expiration date.  On September 12, 2013, the Company repurchased 25,000,000 shares of common stock from affiliates of Pershing Square Capital Management, L.P., at $20.00 per share in a privately negotiated transaction approved by our Board of Directors.

ITEM 3DEFAULTS UPON SENIOR SECURITIES

None

ITEM 5   OTHER INFORMATION

None

ITEM 6   EXHIBITS

10.1	Amended and Restated Warrant Agreement, dated October 28, 2013, by and between General Growth Properties, Inc. and American Stock Transfer & Trust Company, LLC (filed herewith).
10.2	Second Amendment to Restricted Stock Award Agreement between General Growth Properties, Inc., and Sandeep Mathrani (the “Participant”) (filed herewith).
10.3	Stock Purchase Agreement, dated September 12, 2013, by and among General Growth Properties, Inc., GGP Limited Partnership, Pershing Square, L.P., Pershing Square II, L.P., PSRH, Inc. and Pershing Square Holdings, Ltd. (previously filed as Exhibit 10.1 to New GGP’s Current Report on Form 8-K dated September 13, 2013, which was filed with the SEC on September 13, 2013).
10.4	Fifth Amendment Dated September 5, 2013 to Third Amended and Restated Agreement of Limited Partnership of GGP Limited Partnership (filed herewith).
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from General Growth Properties, Inc.’s. Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, has been filed with the SEC on November 6, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations and Comprehensive Income (Loss), (3) Consolidated

46

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 September 30, 2013. The registrant agrees to furnish a copy of such agreements to the SEC upon request.

47

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: November 6, 2013	By:	/s/ Michael Berman
		Michael Berman
		Chief Financial Officer
		(on behalf of the Registrant)

48

EXHIBIT INDEX

10.1	Amended and Restated Warrant Agreement, dated October 28, 2013, by and between General Growth Properties, Inc. and American Stock Transfer & Trust Company, LLC (filed herewith).
10.2	Second Amendment to Restricted Stock Award Agreement between General Growth Properties, Inc., and Sandeep Mathrani (the “Participant”) (filed herewith).
10.3	Stock Purchase Agreement, dated September 12, 2013, by and among General Growth Properties, Inc., GGP Limited Partnership, Pershing Square, L.P., Pershing Square II, L.P., PSRH, Inc. and Pershing Square Holdings, Ltd. (previously filed as Exhibit 10.1 to New GGP’s Current Report on Form 8-K dated September 13, 2013, which was filed with the SEC on September 13, 2013).
10.4	Fifth Amendment Dated September 5, 2013 to Third Amended and Restated Agreement of Limited Partnership of GGP Limited Partnership (filed herewith).
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of   2002.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 *	The following financial information from General Growth Properties, Inc.’s. Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, has been filed with the SEC on November 6, 2013, 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.

* 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.

49

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

WARRANT AGREEMENT

 BETWEEN

 GENERAL GROWTH PROPERTIES, INC.

AND

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

as WARRANT AGENT

Effective as of October 28, 2013

TABLE OF CONTENTS

			Page
1.	DEFINITIONS		2
2.	ORIGINAL ISSUE OF WARRANTS		9
	2.1.	Form of Warrant Certificates	9
	2.2.	Execution and Delivery of Warrant Certificates; Vesting	9
3.	EXERCISE PRICE; EXERCISE OF WARRANTS AND EXPIRATION OF WARRANTS		10
	3.1.	Exercise Price	10
	3.2.	Exercise of Warrants	10
	3.3.	Expiration of Warrants	11
	3.4.	Method of Exercise; Settlement of Warrant	11
	3.5.	Transferability of Warrants and Common Stock	13
	3.6.	Compliance with Law	13

i

4.	REGISTRATION RIGHTS		15
	4.1.	Rule 144 Reporting	15
	4.2.	Obtaining Exchange Listing	15
	4.3.	The Warrant Agent	15
5.	ADJUSTMENTS AND OTHER RIGHTS		15
	5.1.	Stock Dividend; Subdivision or Combination of Common Stock	15
	5.2.	Other Dividends and Distributions	16
	5.3.	Rights Offerings	17
	5.4.	Issuer Tender or Exchange Offers	17
	5.5.	Reorganization, Reclassification, Consolidation, Merger or Sale	18
	5.6.	Other Adjustments	19
	5.7.	Notice of Adjustment	19
6.	CHANGE OF CONTROL		20
	6.1.	Redemption in Connection with a Change of Control Event	20
	6.2.	Public Stock Merger	20
	6.3.	Mixed Consideration Merger	21
	6.4.	The Warrant Agent	21
7.	WARRANT TRANSFER BOOKS		21
8.	WARRANT HOLDERS		22
	8.1.	No Voting Rights	22
	8.2.	Right of Action	23
9.	WARRANT AGENT		23
	9.1.	Nature of Duties and Responsibilities Assumed	23

ii

	9.2.	Compensation and Reimbursement	25
	9.3.	Warrant Agent May Hold Company Securities	25
	9.4.	Resignation and Removal; Appointment of Successor	25
	9.5.	Damages	26
	9.6.	Force Majeure	27
	9.7.	Survival	27
10.	REPRESENTATIONS AND WARRANTIES		27
	10.1.	Representations and Warranties of the Company	27
11.	COVENANTS		27
	11.1.	Reservation of Common Stock for Issuance on Exercise of Warrants	27
	11.2.	Notice of Distributions	27
12.	MISCELLANEOUS		27
	12.1.	Money and Other Property Deposited with the Warrant Agent	27
	12.2.	Payment of Taxes	28
	12.3.	Surrender of Certificates	28
	12.4.	Mutilated, Destroyed, Lost and Stolen Warrant Certificates	28
	12.5.	Removal of Legends	29
	12.6.	Notices	29
	12.7.	Applicable Law; Jurisdiction	30
	12.8.	Persons Benefiting	30
	12.9.	Counterparts	31
	12.10.	Amendments	31
	12.11.	Headings	31

iii

12.12.	Entire Agreement	31
12.13.	Specific Performance	31

iv

List of Exhibits

EXHIBIT A-1 — Form of Series A-1 Warrant Certificate

EXHIBIT A-2 — Form of Series A-2 Warrant Certificate

EXHIBIT B — Form of Assignment

EXHIBIT C — Option Pricing Assumptions / Methodology

SCHEDULE A — Allocations of Warrants to Initial Investors

SCHEDULE B — Warrant Agent Compensation

v

AMENDED AND RESTATED WARRANT AGREEMENT

AMENDED AND RESTATED WARRANT AGREEMENT, effective as of October 28, 2013 (together with the Warrants, this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a Delaware limited liability company (together with its successors and assigns, the “Warrant Agent”).

On November 9, 2010, the Company and Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), entered into the Warrant Agreement, as amended on March 28, 2013, which the Company and Warrant Agent, as successor to Mellon, now desire to amend and restate with this Agreement.  References to “the date hereof” shall mean November 9, 2010.

WITNESSETH:

WHEREAS, the Company is issuing and delivering warrant certificates (the “Warrant Certificates”) evidencing Warrants to purchase up to an aggregate of 120,000,000 shares of its Common Stock, subject to adjustment, including (a) Series A-1 Warrants to purchase 57,500,000 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between Brookfield Retail Holdings (formerly known as REP Investments LLC) and the Company (as amended from time to time, the “Investment Agreement”), (b) Series A-2 Warrants to purchase 41,071,429 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between each of The Fairholme Fund and The Fairholme Focused Income Fund (each a “Fairholme Purchaser”, and collectively, the “Fairholme Purchasers”) and the Company (as amended from time to time, the “Fairholme Stock Purchase Agreement”), (c) Series A-2 Warrants to purchase 16,428,571 shares of its Common Stock in connection with that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between each of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing Square International V, Ltd. (each, a “Pershing Square Purchaser”, collectively, the “Pershing Square Purchasers”) and the Company (as amended from time to time, the “Pershing Square Stock Purchase Agreement” and, together with the Fairholme Stock Purchase Agreement, the “Stock Purchase Agreements”) and (d) Series A-1 Warrants to purchase 5,000,000 shares of its Common Stock in connection with the Blackstone Purchase Agreements (as defined herein) and those certain designations, dated as of the date hereof, by and among the Company and each of Brookfield Retail Holdings LLC (formerly known as REP Investments LLC), the Fairholme Purchasers and the Pershing Square Purchasers (the “Blackstone Designations”) pursuant to each of which each Purchaser (as defined herein) has agreed to make an equity investment in the Company upon the terms and subject to the conditions specified therein; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange, replacement and exercise of the Warrant Certificates and other matters as provided herein;

1

NOW, THEREFORE, in consideration of the foregoing and for the purpose of defining the terms and provisions of the Warrants and the respective rights and obligations thereunder of the Company and the record holders of the Warrants, the Company and the Warrant Agent each hereby agree as follows:

1.DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

Affiliate:  of any particular Person means any other Person controlling, controlled by or under common control with such particular Person.  For the purposes of this definition, (i) “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise and (ii) none of the Initial Investors or their Affiliates shall be deemed to “control” the Company or any of the Company’s controlled Affiliates prior to such Initial Investor or Affiliate, as applicable, acquiring or becoming part of the acquiring group for purposes of clauses (i) or (ii) or combining with the Company for purposes of clause (iii) of the definition of Change of Control Event.

Announcement Date:  the meaning set forth in Section 5.4.

Blackstone B Warrant:  means a Warrant (whether held by a Blackstone Investor or by any transferee or any other Person) that was initially issued to a Blackstone Investor pursuant to the Brookfield Purchase Agreement (and the corresponding Blackstone Designation) or its designees in accordance with the last sentence of Section 2.2(a).

Blackstone Designations:  the meaning set forth in the recitals hereto.

Blackstone F/P Warrant:  means a Warrant (whether held by a Blackstone Investor or by any transferee or any other Person) that was initially issued to a Blackstone Investor pursuant to either the Fairholme Purchase Agreement or the Pershing Purchase Agreement (and the corresponding Blackstone Designations) or its designees in accordance with the last sentence of Section 2.2(a).

Blackstone Investors:  means all members, collectively, of the Blackstone Purchaser Group.

Blackstone Purchase Agreements:  means, collectively, the Brookfield Purchase Agreement, the Fairholme Purchase Agreement and the Pershing Purchase Agreement.

Blackstone Purchaser:  means Blackstone Real Estate Partners VI L.P.

Blackstone Purchaser Group:  means the Blackstone Purchaser, Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Holdings VI L.P. and Blackstone GGP Principal Transaction Partners L.P. and their respective investment managers and their respective “controlled Affiliates”.  For such purpose, one or more

2

investment funds under common investment management shall constitute “controlled Affiliates” of their investment manager.

Board:  the board of directors of the Company.

Brookfield Consortium Member:  as defined in the Investment Agreement.

Brookfield Investors:  means, collectively, the Brookfield Consortium Members.

Brookfield Purchase Agreement:  means that certain Purchase Agreement, dated as of August 2, 2010, by and between REP Investments LLC and the Blackstone Purchaser.

Brookfield Purchaser:  the Purchaser defined in the Investment Agreement.

Brookfield Warrant:  means a Warrant (whether held by Brookfield Purchaser or a Brookfield Consortium Member or by any transferee or any other Person) that was initially issued to Brookfield Retail Holdings LLC (formerly known as REP Investments LLC), a Delaware limited liability company, pursuant to the Investment Agreement or its designees in accordance with the last sentence of Section 2.2(a).

Business Day:  any day that is not a Saturday, Sunday, or a day on which banks in the states of New York or New Jersey are required or permitted to be closed.

Cash Consideration Ratio:  means, in connection with a Mixed Consideration Merger, a fraction, (i) the numerator of which shall be the aggregate Fair Market Value of cash and all other property (other than Public Stock) that holders of Common Stock will receive for each such share of Common Stock in connection with such Mixed Consideration Merger, and (ii) the denominator of which shall be the Fair Market Value of all of the consideration holders of Common Stock will receive for each such share of Common Stock in connection with such Mixed Consideration Merger; provided, that, if the holders of Common Stock have the opportunity to elect the consideration to be received in such Mixed Consideration Merger, the Cash Consideration Ratio shall be determined by reference to the weighted average of the types and amounts of consideration received in such transaction in respect of shares of Common Stock held by holders who are not affiliated with the Company or any entity acquiring the Company.

Certificate of Incorporation:  the Company’s certificate of incorporation (or equivalent organizational document), as amended from time to time.

Change of Control Event:  an event or series of events, by which (i) any Person or group of Persons shall have acquired beneficial ownership (within the meaning of Rule 13d-3(a) promulgated by the SEC under the Exchange Act), directly or indirectly, of fifty percent (50%) or more (by voting power) of the outstanding shares of Voting Securities, (ii) all or substantially all of the consolidated assets of the Company are sold, leased (other than leases to tenants in the ordinary course of business), exchanged or transferred to any Person or group of Persons, (iii) the Company is consolidated, merged, amalgamated, reorganized or otherwise enters into a similar transaction in which it is combined with another Person (in each case, other than pursuant to the Plan), unless shares of Common Stock held by holders who are not affiliated with the Company or any entity acquiring the Company remain unchanged or are exchanged for,

3

converted into or constitute solely (except to the extent of applicable appraisal rights or cash received in lieu of fractional shares) the right to receive as consideration Public Stock and the Persons who beneficially own the outstanding Voting Securities of the Company immediately before consummation of the transaction beneficially own a majority (by voting power) of the outstanding Voting Securities of the combined or surviving entity or new parent immediately thereafter, (iv) the Company engages in a reclassification or similar transaction pursuant to which shares of Common Stock are converted into the right to receive anything other than Public Stock, or (v) the holders of capital stock of the Company have approved any plan or proposal for the liquidation or dissolution of the Company; provided that with respect to an election by any Holder pursuant to Section 6.1, no event or series of events shall constitute a Change of Control Event if (x) such event or series of events is not approved by a majority of the disinterested directors of the Company and (y) such Holder or any of its Affiliates is the acquiror or part of the acquiring group for purposes of clause (i) or (ii) above or is combined with the Company for purposes of clause (iii) above.  For purposes of this definition, a “group” means a group of Persons within the meaning of Rule 13d-5 under the Exchange Act.

Change of Control Exchange: means the exchange of Warrants for shares of Common Stock to a Holder (x) upon the election of such Holder in accordance with Section 6.1, (y) pursuant to Section 6.2(b) or (z) upon the election of the Company in accordance with Section 6.3(a)(i) or automatically pursuant to Section 6.3(b).

Closing Sale Price:  as of any date, the last reported per share sales price of a share of Common Stock or the applicable security on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices on such date) as reported on the New York Stock Exchange, or if the Common Stock or such other security is not listed on the New York Stock Exchange, as reported by the principal U.S. national or regional securities exchange or quotation system on which the Common Stock or such other security is then listed or quoted; provided, however, that in the absence of such listing or quotations, the Closing Sale Price shall be determined by an Independent Financial Expert appointed for such purpose, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming such Common Stock or securities are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors.

Code:  the U.S. Internal Revenue Code of 1986, as amended.

Common Stock:  the common stock, par value $0.01, of the Company.

Company:  the meaning set forth in the preamble to this Agreement and its successors and assigns.

Conversion Value: the meaning set forth in Section 6.1(b).

Distribution:  the meaning set forth in Section 5.2.

Exchange Act:  the U.S. Securities Exchange Act of 1934, as amended.

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Exercise Date:  the meaning set forth in Section 3.4.

Exercise Price:  means (i) for each Fairholme/Pershing Warrant, $10.50 per share, (ii) for each Brookfield Warrant, $10.75 per share, (iii) for each Blackstone F/P Warrant, $10.50 per share and (iv) for each Blackstone B Warrant, $10.75 per share, in each case subject to all adjustments made on or prior to the date of exercise thereof as herein provided.

Expiration Date:  the meaning set forth in Section 3.3.

Fairholme Investors:  all members, collectively, of the Fairholme Purchaser Group.

Fairholme/Pershing Warrant:  means a Warrant (whether held by a Fairholme Investor, Pershing Investor or by any transferee or any other Person) that was initially issued to a Fairholme Investor or Pershing Investor pursuant to one of the Stock Purchase Agreements or any of their designees in accordance with the last sentence of Section 2.2(a).

Fairholme Purchase Agreement:  means that certain Purchase Agreement, dated as of August 2, 2010, by and between the Fairholme Purchasers and the Blackstone Purchaser.

Fairholme Purchasers:  the meaning set forth in the recitals hereto.

Fairholme Purchaser Group:  the Purchaser Group defined in the Fairholme Stock Purchase Agreement.

Fairholme Stock Purchase Agreement:  the meaning set forth in the recitals hereto.

Fair Market Value:

(i)in the case of shares or securities, the average of the daily volume weighted average prices per share of such shares or securities for the ten consecutive trading days immediately preceding the day as of which Fair Market Value is being determined, as reported on the New York Stock Exchange, or if such shares or securities are not listed on the New York Stock Exchange, as reported by the principal U.S. national or regional securities exchange or quotation system on which such shares or securities are then listed or quoted; provided, however, if (x) such shares or securities are not listed or quoted on the New York Stock Exchange or any U.S. national or regional securities exchange or quotations system or (y) a transaction impacting such shares or securities makes it unjust or inequitable to value such shares or securities in the manner provided above as reasonably determined in good faith by the Board, then the Fair Market Value of such securities shall be the fair market value per share or unit of such shares or securities as determined by an Independent Financial Expert appointed for such purpose, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming such shares or other securities are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors.

(ii)in the case of cash, the amount thereof.

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(iii)in the case of other property, the Fair Market Value of such property shall be the fair market value thereof as determined by an Independent Financial Expert appointed for such purpose, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming such property is to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors.

Full Physical Settlement:  the settlement method with respect to Series A-1 Warrants pursuant to which an exercising Holder shall be entitled to receive from the Company, for each Warrant exercised, a number of shares of Common Stock equal to the Full Physical Share Amount in exchange for payment by the Holder of the aggregate Exercise Price applicable to such Warrant.

Full Physical Share Amount:  the meaning set forth in Section 3.4.

Holders:  from time to time, the holders of the Warrants and, unless otherwise provided or indicated herein, the holders of the Warrant Securities, solely in their capacity as such.

Independent Financial Expert:  a nationally recognized financial advisory firm mutually agreed by the Company and the Majority Holders. If the Company and the Majority Holders are unable to agree on an Independent Financial Expert for a valuation contemplated herein, each of them shall choose promptly a separate Independent Financial Expert and these two Independent Financial Experts shall choose promptly a third Independent Financial Expert to conduct such valuation.

Initial Investor:  means, as applicable, (i) the Fairholme Purchasers, (ii) Pershing Square Capital Management, L.P. and the Pershing Square Purchasers, (iii) the Brookfield Purchaser; provided that, solely for the purposes of this definition, in the event the Brookfield Purchaser is not in existence, the Brookfield Purchaser shall be Brookfield Asset Management Inc. or an Affiliate designated by Brookfield Asset Management Inc and (iv) the Blackstone Purchaser.

Investment Agreement:  the meaning set forth in the recitals hereto.

Majority Holders:  means at any time Holders of a majority in number of the outstanding Warrants not held by the Company or any of the Company’s Affiliates.

Mixed Consideration Merger:  means an event described in clause (iii) of the definition of Change of Control Event pursuant to which all of the outstanding shares of Common Stock held by holders who are not affiliated with the Company or any entity acquiring the Company are exchanged for, converted into or constitute solely (except to the extent of applicable appraisal rights or cash received in lieu of fractional shares) the right to receive as consideration a combination of (i) Public Stock and (ii) other securities, cash or other property.

Net Share Amount:  the meaning set forth in Section 3.4.

Net Share Settlement:  the settlement method for Series A-1 Warrants, if elected in accordance with Section 3.4, and for Series A-2 Warrants pursuant to which an exercising

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Holder shall be entitled to receive from the Company, for each Warrant exercised, a number of shares of Common Stock equal to the Net Share Amount without any payment therefor.

Organic Change:  the meaning set forth in Section 5.5.

Pershing Investors:  all members, collectively, of the Pershing Purchaser Group.

Pershing Square Purchasers:  the meaning set forth in the recitals hereto.

Pershing Purchase Agreement:  means that certain Purchase Agreement, dated as of August 2, 2010, by and between the Pershing Purchasers and the Blackstone Purchaser.

Pershing Purchaser Group:  the Purchaser Group defined in the Pershing Stock Purchase Agreement.

Pershing Square Stock Purchase Agreement:  the meaning set forth in the recitals hereto.

Pershing Square Warrant Vesting Date:  the meaning set forth in Section 2.2(b).

Person:  any individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, limited liability partnership, trust, unincorporated organization or government or any agency or political subdivision thereof.

Plan:  the plan of reorganization as contemplated by the Plan Term Sheet attached as Exhibit A to the Investment Agreement and Stock Purchase Agreements.

Preliminary Change of Control Event:  with respect to the Company, the first public announcement that describes the economic terms of a transaction that results in a Change of Control Event.

Premium Per Post-Tender Share:  the meaning set forth in Section 5.4.

Public Stock:  means common stock listed on a recognized U.S. national securities exchange with an aggregate market capitalization (held by non-Affiliates of the issuer) in excess of $1 billion in Fair Market Value.

Purchaser Group:  (a) means with respect to Brookfield Purchaser, the Brookfield Consortium Members, (b) with respect to Fairholme Purchasers, the Fairholme Purchaser Group, (c) with respect to Pershing Square Purchasers, the Pershing Purchaser Group and (d) with respect to the Blackstone Purchaser, the Blackstone Purchaser Group.

Public Stock Merger:  means an event described in clause (iii) of the definition of Change of Control Event pursuant to which all of the outstanding shares of Common Stock held by holders who are not affiliated with the Company or any entity acquiring the Company are exchanged for, converted into or constitute solely (except to the extent of applicable appraisal rights or cash received in lieu of fractional shares) the right to receive as consideration Public Stock.

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Purchaser:  means each of the Blackstone Purchasers, the Brookfield Purchaser, the Fairholme Purchasers and the Pershing Square Purchasers.

Redemption Value: the meaning set forth in Section 6.1(b).

Registration Rights Agreements:  means those certain registration rights agreements, dated as of the date hereof, between the Company, and separately, each of (i) the Pershing Investors and Blackstone Real Estate Partners VI L.P., a Delaware limited partnership, Blackstone Real Estate Partners (AIV) VI L.P., a Delaware limited partnership, Blackstone Real Estate Partners VI.F L.P., a Delaware limited partnership, Blackstone Real Estate Partners VI.TE.1 L.P., a Delaware limited partnership, Blackstone Real Estate Partners VI.TE.2 L.P., a Delaware limited partnership, Blackstone Real Estate Holdings VI L.P., a Delaware limited partnership, and Blackstone GGP Principal Transaction Partners L.P., a Delaware limited partnership, (ii) the Fairholme Investors and (iii) Brookfield Retail Holdings LLC (formerly known as REP Investments LLC), a Delaware limited liability company, Brookfield Retail Holdings II LLC, a Delaware limited liability company, Brookfield Retail Holdings III LLC, a Delaware limited liability company, Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company, Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company, Brookfield Retail Holdings V LP, a Delaware limited partnership, and Brookfield US Retail Holdings LLC, a Delaware limited liability company.

Rule 144:  means such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

Sale:  the meaning set forth in Section 3.6(a) of this Agreement.

SEC:  the U.S. Securities and Exchange Commission.

Securities Act:  the U.S. Securities Act of 1933, as amended.

Securities Exchange Act:  the U.S. Securities Exchange Act of 1934, as amended.

Sell: the meaning set forth in Section 3.6(a) of this Agreement.

Series A-1 Warrants:  the Series A-1 Warrants issued by the Company from time to time pursuant to this Agreement.

Series A-2 Warrants:  the Series A-2 Warrants issued by the Company from time to time pursuant to this Agreement.

Settlement Date:  means, in respect of a Warrant that is exercised hereunder, a reasonable time, not to exceed three Business Days, immediately following the Exercise Date for such Warrant.

Stock Consideration Ratio:  means, in connection with a Mixed Consideration Merger, 1 — the Cash Consideration Ratio for such Mixed Consideration Merger.

Stock Dividend:  the meaning set forth in Section 5.1.

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Stock Purchase Agreements:  the meaning set forth in the recitals to this Agreement.

Supermajority Holders:  means at any time Holders of two-thirds or greater in number of the outstanding Warrants not held by the Company or any of the Company’s Affiliates.

Underlying Common Stock:  the shares of Common Stock issuable or issued upon the exercise of the Warrants.

Voting Securities:  means any securities of the Company, surviving entity or parent, as applicable, having power generally to vote in the election of directors of the Company, surviving entity or parent, as applicable.

Warrant Agent:  the meaning set forth in the preamble to this Agreement.

Warrant Certificates:  the meaning set forth in the recitals to this Agreement.

Warrant Registrar:  the meaning set forth in Article 7.

Warrant Securities:  the meaning set forth in Section 3.6(a).

Warrants:  the Series A-1 Warrants and the Series A-2 Warrants.

2.ORIGINAL ISSUE OF WARRANTS.

2.1Form of Warrant Certificates. The Warrant Certificates shall be in registered form only and substantially in the form attached hereto as Exhibit A-1, with respect to Series A-1 Warrants, and Exhibit A-2, with respect to Series A-2 Warrants, with such appropriate instructions, omissions, substitutions and other variations as are required or permitted by this Agreement (but which do not affect the rights, duties or responsibilities of the Warrant Agent) shall be dated the date on which countersigned by the Warrant Agent and may have such legends and endorsements typed, stamped, printed, lithographed or engraved thereon as required by the Certificate of Incorporation or as may be required to comply with any law or with any rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed.

2.2Execution and Delivery of Warrant Certificates; Vesting.

(a)Simultaneously with the execution of this Agreement, Warrant Certificates evidencing such total number of Warrants to be delivered to each Initial Investor as set forth on Schedule A shall be executed by the Company and delivered to the Warrant Agent for countersignature, by manual or facsimile signature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to each Initial Investor (or their designee(s) in accordance with the last sentence of this Section 2.2(a)).  The Warrant Certificates shall be executed on behalf of the Company by its President or a Vice President, either manually or by facsimile signature printed thereon.  Each Initial Investor, in its sole discretion, may designate that some or all of its Warrants and Warrant Certificates be issued in the name of, and delivered to, one or more of the members of its Purchaser Group.

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(b)Solely with respect to the Warrants delivered pursuant to the Pershing Square Stock Purchase Agreement, such Warrants (i) shall not vest or be exercisable prior to the New Warrant Vesting Date (as defined in the Pershing Square Stock Purchase Agreement) (the “Pershing Square Warrant Vesting Date”) and (ii) shall expire and not vest if, after the date hereof but prior to the Pershing Square Warrant Vesting Date, all (but not less than all) of the outstanding shares of Common Stock shall have been acquired by any single Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act, and the rules and regulations promulgated thereunder) of Persons, other than the Company, any Initial Investor or any Affiliate of the Company or any Initial Investor, in a full cash tender offer or in a full cash merger transaction that, in each case, has been approved after the date hereof by the Board.

(c)From time to time, the Warrant Agent shall countersign and deliver Warrant Certificates in required denominations to Persons entitled thereto in connection with any transfer or exchange permitted under this Agreement. The Warrant Agent is hereby irrevocably (but subject to Article 9) authorized to countersign and deliver Warrant Certificates as required by Section 2.2, Section 3.4, Article 7, and Section 12.4 or otherwise as provided herein. The Warrant Certificates shall be executed on behalf of the Company by its President or a Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by the Warrant Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issue and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent, either manually or by facsimile signature printed thereon, and issued and delivered with the same force and effect as though such Person had not ceased to be such officer of the Company.

(d)No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual or facsimile signature of the Warrant Agent.  Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly issued under the terms of this Agreement.

3.EXERCISE PRICE; EXERCISE OF WARRANTS AND EXPIRATION OF WARRANTS.

3.1Exercise Price.  Each Warrant Certificate shall, when countersigned by the Warrant Agent, entitle the Holder thereof, subject to the provisions of this Agreement, to purchase, except as provided in Section 3.3 hereof, one share of Common Stock for each Warrant represented thereby, subject to all adjustments made on or prior to the date of exercise thereof, at the applicable Exercise Price.

3.2Exercise of Warrants.  The Warrants shall be exercisable in whole or in part from time to time on any Business Day beginning on the date hereof and ending on the Expiration Date, in the manner provided for herein; provided, that solely with respect to the exercise any time prior to the date that is 180 days prior to the Expiration Date of any Warrant held at the time of exercise by a Fairholme or Pershing Investor, such Fairholme or Pershing Investor must have

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delivered written notice of its intent to exercise such Warrant to the Company 90 days prior to the Exercise Date of such Warrant and no exercise of such Warrant shall be effective until such 90-day period has lapsed.

3.3Expiration of Warrants.  Any unexercised Warrants shall expire and the rights of the Holders of such Warrants to purchase Underlying Common Stock shall terminate at the close of business on November       , 2017 (the “Expiration Date”).

3.4Method of Exercise; Settlement of Warrant.  In order to exercise a Warrant, the Holder thereof must (i) surrender the Warrant Certificate evidencing such Warrant to the Warrant Agent, with the form on the reverse of or attached to the Warrant Certificate properly completed and duly executed (the date of the surrender of such Warrant Certificate, the “Exercise Date”), and (ii) with respect to Series A-1 Warrants for which Net Share Settlement is not elected, deliver in full the aggregate Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for exercise, not later than the Settlement Date as more fully set forth herein.  Full Physical Settlement shall apply to each Series A-1 Warrant unless the Holder elects for Net Share Settlement to apply upon exercise of such Warrant.  Only Net Share Settlement shall apply (and shall be automatically deemed to have been irrevocably elected) upon exercise of each Series A-2 Warrant.  The election of Net Share Settlement shall be made in the form on the reverse of or attached to the Warrant Certificate for each Series A-1 Warrant.

(a)If Full Physical Settlement is applicable with respect to the exercise of a Warrant, then, for each Series A-1 Warrant exercised hereunder (i) prior to 11:00 a.m., New York City time, on the Settlement Date for such Warrant, the Holder shall pay the aggregate Exercise Price (determined as of such Exercise Date) for the number of shares of Common Stock obtainable upon exercise of such Warrant at such time by federal wire or other immediately available funds payable to the order of the Company to the account maintained by the Warrant Agent and notified to the Holder upon request of the Holder, and (ii) on the Settlement Date, following receipt by the Warrant Agent of such Exercise Price, the Company shall cause to be delivered to the Holder the number of shares of Common Stock obtainable upon exercise of each Series A-1 Warrant at such time (the “Full Physical Share Amount”), together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f).

(b)If Net Share Settlement is applicable with respect to the exercise of a Warrant, then, for each Warrant exercised hereunder, on the Settlement Date for such Warrant, the Company shall cause to be delivered to the Holder a number of shares of Common Stock (which in no event will be less than zero) (the “Net Share Amount”) equal to (i) the number of shares of Common Stock issuable upon exercise of such Warrant at such time, multiplied by (ii) the Closing Sale Price on the relevant Exercise Date, minus the Exercise Price (determined as of such Exercise Date), divided by (iii) such Closing Sale Price, together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f).  The Warrant Agent shall not take any action under this Section unless and until the Company has provided it with written instructions containing the Net Share Amount.  The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of the Net Share Amount is accurate or correct.

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(c)Upon surrender of a Warrant Certificate to the Warrant Agent in conformity with the foregoing provisions and, in the event of Full Physical Settlement of a Series A-1 Warrant, receipt by the Warrant Agent of the Exercise Price therefor, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership to the Person or Persons entitled to receive the same, together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f), provided that if the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent, and any other reasonable evidence of authority that may be required by the Warrant Agent.  Upon surrender of a Warrant Certificate to the Warrant Agent in conformity with subsection (a) above and, in the event of Full Physical Settlement of a Series A-1 Warrant, receipt by the Warrant Agent of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property to which such Holder is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement.

(d)The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with its performance under this Agreement shall be in the Warrant Agent’s name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time.  The Warrant Agent shall remit any payments received in connection with the exercise of Warrants to the Company as soon as practicable and in any event within three Business Days by federal wire or other immediately available funds to an account selected by the Company and notified in writing to the Warrant Agent.

(e)If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign, by either manual or facsimile signature, the new Warrant Certificate, register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same.

(f)The Company shall not be required to issue any fraction of a share of Common Stock upon exercise of any Warrants; provided, that, if more than one Warrant shall be exercised hereunder at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of all Warrants so exercised, and shall include the aggregation of all fractional shares of Common Stock issuable upon exercise of such Warrants.  If after giving effect to the aggregation of all shares of Common Stock (and fractions thereof) issuable upon exercise of Warrants by the same Holder at one time as set forth in the previous sentence, any fraction of a share of Common Stock would, except for the provisions of this Section 3.4(f), be issuable on the exercise of any Warrant or

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Warrants, the Company shall pay the Holder cash in lieu of such fractional share valued at the Closing Sale Price on the Exercise Date.

3.5Transferability of Warrants and Common Stock.  Except as any Holder may otherwise agree in writing, any Warrants, all rights with respect thereto and any shares of Underlying Common Stock may be sold, transferred or disposed of, in whole or in part, without any requirement of obtaining the consent of the Company to so sell, transfer or dispose of, provided that any such sale, transfer or disposition shall be in accordance with the terms of this Agreement, including, without limitation, Article 7 hereof.

3.6Compliance with Law.  (a) To the extent the Warrants or Common Stock issued upon exercise of the Warrants are “Registrable Securities” under the Registration Rights Agreements (“Warrant Securities”), no Series A-1 Warrant may be exercised using Full Physical Settlement (and the Warrant Agent shall be under no obligation to process any such exercise) and no such Warrant Securities may be sold, transferred, hypothecated, pledged or otherwise disposed of (any such sale, transfer or other disposition, a “Sale”, and the action of making any such sale, transfer or other disposition, to “Sell”), except in compliance with applicable Federal and state securities and other applicable laws and this Section 3.6.

(b)A Holder may exercise its Warrants if it is an “accredited investor” or a “qualified institutional buyer”, as defined in Regulation D and Rule 144A under the Securities Act, respectively, and a Holder may Sell its Warrant Securities to a transferee that is an “accredited investor” or a “qualified institutional buyer”, as such terms are defined in Regulation D and Rule 144A under the Securities Act, respectively, provided that each of the following conditions is satisfied:

(i)such Holder or transferee, as the case may be, provides certification establishing to the reasonable satisfaction of the Company that it is an “accredited investor”;

(ii)such Holder or transferee represents to the Company in writing that it is acquiring the applicable Warrant Securities for its own account and that it is not acquiring such Warrant Securities with a view to, or for offer or Sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any applicable state thereof, but subject, nevertheless, to the disposition of its property being at all times within its control;

(iii)such Holder or transferee agrees to be bound by the provisions of this Section 3.6 with respect to any exercise of the Warrants and any Sale of the Warrant Securities; and

(iv)such Holder or transferee represents and warrants in writing to the Company that the Holder or transferee has sufficient knowledge and experience in investment transactions of this type to evaluate the merits and risks of its exercise or purchases, as applicable.

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(c)A Holder may exercise its Warrants and may Sell its Warrant Securities in accordance with Regulation S under the Securities Act.

(d)A Holder may exercise its Warrants and may Sell its Warrant Securities if:

(i)such Holder gives written notice to the Company of its intention to exercise or effect such Sale, which notice shall describe the manner and circumstances of the proposed transaction in reasonable detail;

(ii)such notice includes a customary opinion from internal or external counsel to the Holder to the effect that, in either case, such proposed exercise or Sale may be effected without registration under the Securities Act or under applicable blue sky laws; and

(iii)such Holder or transferee complies with Sections 3.6(b)(ii), 3.6(b)(iii), and 3.6(b)(iv).

(e)subject to Section 12.5, each certificate representing Warrant Securities shall bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THE WARRANT AGREEMENT DATED AS OF NOVEMBER       , 2010 BETWEEN GENERAL GROWTH PROPERTIES, INC. (THE “COMPANY”), AND MELLON INVESTOR SERVICES LLC, AS WARRANT AGENT. A COPY OF SUCH WARRANT AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.

(f)[Intentionally omitted.]

(g)the provisions of Section 3.6 shall not apply to, and any Holder may exercise its Warrants or may Sell its Warrant Securities:

(i)in a transaction that is registered under the Securities Act; and

(ii)in a transaction pursuant to Rule 144 of the Exchange Act; and

(iii)in a transaction following receipt of a legal opinion of counsel to a Holder that the applicable Warrant Securities are eligible for resale by the Holder without volume limitations or other limitations under Rule 144; and

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(iv)with respect to an exercise of a Warrant, in an exercise using Net Share Settlement.

(h)The Warrant Agent shall not take any action with respect to a Sale of Warrant Securities under this Section 3.6 unless and until it has received appropriate instructions from the Company and a certification of compliance with these provisions from the Company.

4.REGISTRATION RIGHTS.

4.1Rule 144 Reporting.  With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Warrant Securities to the public without registration, the Company agrees, so long as it is subject to the periodic reporting requirements of the Securities Act, to use its reasonable best efforts to:

(a)make and keep public information available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement;

(b)file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

(c)so long as the Holders own any Warrant Securities, furnish to such Holders forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; and such other reports and documents as any Initial Investor or Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

4.2Obtaining Exchange Listing.  The Company will file a listing application for listing on the exchange on which the then outstanding Common Stock is listed with respect to the Underlying Common Stock as soon as practicable after the date hereof.  The Company shall use reasonable best efforts to list the Warrants, and maintain such listing, on such exchange or, if not possible, another U.S. national securities exchange, in connection with any proposed underwritten distribution of the Warrants that meets the applicable listing criteria.  A copy of any opinion of counsel accompanying a listing application by the Company with respect to the Underlying Common Stock or Warrants shall be furnished to the Warrant Agent, together with a letter to the effect that the Warrant Agent may rely on the statements made in such opinion.

4.3The Warrant Agent.  The Warrant Agent shall have no duties or obligations under the Registration Rights Agreements and shall have no duty to monitor or enforce the Company’s compliance with this Article 4 or the Registration Rights Agreements.

5.ADJUSTMENTS AND OTHER RIGHTS.

5.1Stock Dividend; Subdivision or Combination of Common Stock.  If the Company at any time issues to holders of the Common Stock a dividend payable solely in, or other distribution solely of, Common Stock (a “Stock Dividend”), the Exercise Price in effect at the

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close of business on the record date for such dividend or distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the number of shares of Common Stock outstanding at the close of business on such record date divided by (y) the sum of such number of shares and the total number of shares constituting such dividend or other distribution.  If the Company at any time subdivides or combines (by stock split, reverse stock split, recapitalization or otherwise) the outstanding Common Stock into a greater or smaller number of shares, the Exercise Price in effect immediately prior to the time of effectiveness of such subdivision or combination shall be adjusted at such time of effectiveness to the price determined by multiplying such Exercise Price by the quotient of (x) the number of shares of Common Stock outstanding immediately prior to such time of effectiveness divided by (y) the number of shares of Common Stock outstanding at the time of effectiveness of and after giving effect to such subdivision or combination.  In any such event referred to in this Section 5.1, the number of shares of Common Stock issuable upon exercise of each Warrant as in effect immediately prior to the Exercise Price adjustment contemplated by the foregoing shall be adjusted immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to such Exercise Price adjustment divided by (y) the Exercise Price determined in accordance with such Exercise Price adjustment.

5.2Other Dividends and Distributions.  If at any time or from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making of a dividend or other distribution (other than (i) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), to the holders of its Common Stock (collectively, a “Distribution”) of:

(A)any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including cash); or

(B)any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever;

then, in each such case, the Exercise Price in effect immediately prior to the close of business on such record date shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock divided by (y) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the

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quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence.  If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2.  In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

5.3Rights Offerings.  If at any time the Company shall distribute rights or warrants to all or substantially all holders of its Common Stock entitling them, for a period of not more than 45 days, to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value of the Common Stock on the last trading day preceding the date on which the Board declares such distribution of rights or warrants, the Exercise Price in effect immediately prior to the close of business on the record date for such distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Fair Market Value divided by (y) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock so offered for subscription or purchase.  In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence.  In case any rights or warrants referred to in this Section 5.3 in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangement, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of each Warrant if no adjustment had been made on account of such expired rights or warrants.

5.4Issuer Tender or Exchange Offers.  If the Company or any subsidiary of the Company shall consummate a tender or exchange offer for all or any portion of the Common Stock for a consideration per share with a Fair Market Value greater than the Fair Market Value of the Common Stock on the date such tender or exchange offer is first publicly announced (the “Announcement Date”), the Exercise Price in effect immediately prior to the expiration date for

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such tender or exchange offer shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market Value of the Common Stock on the Announcement Date minus the Premium Per Post-Tender Share divided by (y) the Fair Market Value of the Common Stock on the Announcement Date.  In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to such expiration date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence.  As used in this Section 5.4 with respect to any tender or exchange offer, “Premium Per Post-Tender Share” means the quotient of (x) the amount by which the aggregate Fair Market Value of the consideration paid in such tender or exchange offer exceeds the aggregate Fair Market Value on the Announcement Date of the shares of Common Stock purchased therein divided by (y) the number of shares of Common Stock outstanding at the close of business on the expiration date for such tender or exchange offer (after giving pro forma effect to the purchase of shares being purchased in the tender or exchange offer).

5.5Reorganization, Reclassification, Consolidation, Merger or Sale.  Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other transaction, which in each case is effected in such a way that the shares of Common Stock are converted into the right to receive (either directly or upon subsequent liquidation) stock, securities, other equity interests or assets (including cash) with respect to or in exchange for shares of Common Stock is referred to herein as “Organic Change.”  Prior to the consummation of any Organic Change other than an Organic Change involving a Change of Control Exchange, the Company shall make appropriate provision to ensure that each of the Holders shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder’s Warrants, with the same rights afforded generally to holders of Common Stock in connection with such Organic Change, such stock, securities, other equity interests or assets, in each case as may be issued or payable in connection with the Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such Holder’s Warrants, for an aggregate Exercise Price per Warrant equal to the aggregate Exercise Price per Warrant as in effect immediately prior to such Organic Change.  Prior to the consummation of an Organic Change involving a Change of Control Exchange, the Company shall make appropriate provision to ensure that each of the Holders shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the Common Stock receivable in connection with a Change of Control Exchange, with the same rights afforded generally to holders of Common Stock in such Organic Change, such cash, stock, securities, other equity interests or assets, in each case as may be issued or payable in connection with such Organic Change with respect to or in exchange for such number of shares of Common Stock acquirable by such Holder in such Change of Control Exchange.  In any such case, the Company shall make appropriate provision to insure that all of the provisions of the Warrants shall thereafter be applicable to such stock, securities, other equity interests or assets.  The Company shall not effect any such consolidation, merger or sale of all or substantially all of the Company’s assets where the Warrants will be assumed by the successor entity, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written

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instrument the obligation to deliver to each such Holder upon exercise of any Warrant, such stock, securities, equity interests or assets (including cash) as, in accordance with Article 5, such Holder may be entitled to acquire.  For the avoidance of doubt, the adjustments set forth in this Section 5.5 shall be applicable to any Warrants that remain outstanding pursuant to this Agreement in connection with a Public Stock Merger or Mixed Consideration Merger (including any adjustment applicable in connection with such Public Stock Merger or Mixed Consideration Merger).

5.6Other Adjustments.  The Board shall make appropriate adjustments to the amount of cash or number of shares of Common Stock, as the case may be, due upon exercise of the Warrants, as may be necessary or appropriate to effectuate the intent of this Article 5 and to avoid unjust or inequitable results as determined in its reasonable good faith judgment, in each case to account for any adjustment to the Exercise Price and the number of shares purchasable on exercise of Warrants for the relevant Warrant Certificate that becomes effective, or any event requiring an adjustment to the Exercise Price and the number of shares purchasable on exercise of Warrants for the relevant Warrant Certificate where the record date or effective date (in the case of a subdivision or combination of the Common Stock) of the event occurs, during the period beginning on, and including, the Exercise Date and ending on, and including, the related Settlement Date.

5.7Notice of Adjustment.  Whenever the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted, as herein provided, the Company shall cause the Warrant Agent promptly to mail by first class mail, postage prepaid, to each Holder notice of such adjustment or adjustments.  Additionally, within thirty days following the end of each of the Company’s fiscal years, the Company shall cause the Warrant Agent promptly to mail by first class mail, postage prepaid, to each Holder a certificate of a firm of independent public accountants selected by the Board (who may be the regular accountants employed by the Company) setting forth a summary of all adjustments made during such fiscal year, including the number of shares of Common Stock issuable upon the exercise of each Warrant after each such adjustment, setting forth a brief statement in reasonable detail of the facts requiring each such adjustment and setting forth the computation by which each such adjustment was made. The Warrant Agent shall be fully protected in relying on such certificate, and on any adjustment contained therein, and shall not be deemed to have any knowledge of such adjustment unless and until it shall have received such certificate, and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time, to any Holder desiring an inspection thereof during reasonable business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any Holders to determine whether any facts exist that may require any adjustment of the number of shares of Common Stock or other stock or property issuable on exercise of the Warrants, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants, or to investigate or confirm whether the information contained in the above referenced certificate complies with the terms of this Agreement or any other document. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or security instruments or other securities or properties upon the exercise of any Warrant.

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6.CHANGE OF CONTROL.

6.1Redemption in Connection with a Change of Control Event.  (a) Upon the occurrence of a Change of Control Event (other than a Public Stock Merger or Mixed Consideration Merger), at the election of each Holder in its sole discretion by written notice to the Company or the successor to the Company on or prior to the Exercise Date, such Holder may exchange its outstanding Warrants immediately prior to, and conditioned upon the consummation of, such Change of Control Event for a number of shares of Common Stock in accordance with this Section 6.1 “with the same equivalent value” as the Redemption Value (as defined below) and, to the extent so exchanged, the Warrants shall thereafter be extinguished. For purposes of this Section 6.1, the Exercise Date shall mean (x) if the Company entered into a definitive agreement with respect to a Change of Control Event and has provided to the Holders notice of the date on which the Change in Control Event will become effective at least twenty (20) Business Days prior to the effectiveness of such event, the tenth (10th) Business Day prior to such event and (y) otherwise, the fifth (5th) Business Day following the effectiveness of the Change of Control Event.

(b)For purposes of determining the number of shares of Common Stock “with the same equivalent value” as the Redemption Value, the number of shares of Common Stock to be received for each Warrant by such Holder shall equal the Redemption Value per Warrant divided by the Conversion Value (as defined below) per share of Common Stock.  The “Redemption Value” for any Warrant shall equal the fair value of the Warrant as of the date of such Change of Control Event as determined by an Independent Financial Expert, by employing a valuation based on a computation of the option value of each Warrant using the calculation methods and making the assumptions set forth in Exhibit C. The “Conversion Value” of a share of Common Stock shall equal (i) upon the occurrence of a Change of Control Event pursuant to which each of the outstanding shares of Common Stock held by holders who are not affiliated with the Company or any entity acquiring the Company is exchanged for, converted into or constitutes solely the right to receive a fixed amount of cash as consideration, such cash price, or (ii) upon the occurrence of any other Change of Control Event, the Fair Market Value (calculated for the one trading day period immediately preceding the date of such Change of Control Event and not the ten consecutive trading days immediately preceding the date of such Change of Control Event contemplated by the definition of “Fair Market Value”) of a share of Common Stock as of the trading day immediately preceding the date of such Change of Control Event, Public Stock Merger or Mixed Consideration Merger, as applicable. If a Holder of Warrants does not elect to receive the Redemption Value for such Holder’s Warrants as provided by this Section 6.1, such Warrants will remain outstanding as adjusted pursuant to the provisions of Article 5 hereof.

6.2Public Stock Merger.  (a)  In connection with a Public Stock Merger, the Company may by written notice to the Holders not less than ten (10) Business Days prior to the effective date of such Public Stock Merger elect to have all the unexercised Warrants remain outstanding after the Public Stock Merger, in which case the Warrants will remain outstanding as adjusted pursuant to Section 5.5 and the other provisions of Article 5 hereof.

(b)In the case of any Public Stock Merger with respect to which the Company does not make a timely election as contemplated by Section 6.2(a) above, the

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Warrants shall be automatically exchanged for a number of shares of Common Stock with the “same equivalent value” as the Redemption Value immediately prior to, and conditioned upon, the effective time of such Public Stock Merger in such a manner that permits the Holder to exercise, with respect to such shares of Common Stock, all of the rights of a Holder of Common Stock as of immediately prior to the effective time of such Public Stock Merger and all rights of a Holder of Common Stock with respect to the consideration to be received in respect of such shares of Common Stock in such Public Stock Merger, and the Warrants shall thereafter be terminated and extinguished. The determinations of the Redemption Value and Conversion Value and the number of shares of Common Stock to be issued shall all be determined in accordance with Section 6.1(b).

6.3Mixed Consideration Merger.  (a)  In connection with a Mixed Consideration Merger, the Company may by written notice to the Holders not less than ten (10) Business Days prior to the effective date of such Mixed Consideration Merger elect the following treatment with respect to each outstanding Warrant: (i) the Warrant shall be exchanged for a number of shares of Common Stock with the “same equivalent value” as the Redemption Value (each as determined in accordance with Section 6.1(a)) immediately prior to, and conditioned upon, the effective time of such Mixed Consideration Merger in such a manner that permits the Holder to exercise, with respect to such shares of Common Stock, all of the rights of a Holder of Common Stock as of immediately prior to the effective time of such Mixed Consideration Merger and all rights of a Holder of Common Stock with respect to the consideration to be received in respect of such shares of Common Stock in such Mixed Consideration Merger, and such Warrant shall thereafter be terminated and extinguished, or (ii) the Warrant shall remain outstanding after the Mixed Consideration Merger, as further adjusted pursuant to Section 5.5 and the other provisions of Article 5 hereof.

(b)In the case of any Mixed Consideration Merger with respect to which the Company does not make a timely election as contemplated by Section 6.3(a) above, the Warrants shall be automatically exchanged for shares of Common Stock with the “same equivalent value” as the Redemption Value immediately prior to, and conditioned upon, the effective time of such Mixed Consideration Merger in such a manner that permits the Holder to exercise, with respect to such shares of Common Stock, all of the rights of a Holder of Common Stock as of immediately prior to the effective time of such Mixed Consideration Merger and all rights of a Holder of Common Stock with respect to the consideration to be received in respect of such shares of Common Stock in such Mixed Consideration Merger, and the Warrants shall thereafter be terminated and extinguished. The determinations of the Redemption Value and Conversion Value and the number of shares of Common Stock to be issued shall all be determined in accordance with Section 6.1(b).

6.4The Warrant Agent.  The Warrant Agent shall have no duty or obligation to make any of the payments required under this Article 6 unless and until it has been provided with available cash.

7.WARRANT TRANSFER BOOKS.

The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in

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which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (the “Warrant Register”).

At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided.  Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive.

All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange.

Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing.  Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary.  Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary.

No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates.  The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid.  The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.

8.WARRANT HOLDERS.

8.1No Voting Rights.  Prior to the exercise of Warrants and full payment of the Exercise Price thereof, or in the event of Net Share Settlement, prior to the election of a Holder for Net Share Settlement in accordance with the terms of this Agreement, no Holder of a Warrant Certificate, in respect of such Warrants, shall be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote, to consent, to exercise any preemptive right (except as otherwise agreed in writing by the Company, including the subscription rights set forth in the Investment Agreement and the Stock Purchase Agreements), to receive any notice of meetings of stockholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of the Company

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8.2Right of Action.  All rights of action in respect of this Agreement are vested in the Holders of the Warrants, and any Holder of Warrants, without the consent of the Warrant Agent or the Holder of any other Warrant, may, on such Holder’s own behalf and for such Holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, such Holder’s right to exercise or exchange such Holder’s Warrants in the manner provided in this Agreement or any other obligation of the Company under this Agreement.

9.WARRANT AGENT.

9.1Nature of Duties and Responsibilities Assumed.  The Company hereby appoints the Warrant Agent to act as agent of the Company as expressly set forth in this Agreement. The Warrant Agent hereby accepts such appointment as agent of the Company and agrees to perform that agency upon the express terms and conditions herein set forth (and no implied terms), by all of which the Company and the Holders, by their acceptance thereof, shall be bound. The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be deemed to make any representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise or tender of any Warrant, or as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant, the independence of any Independent Financial Expert or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. The Warrant Agent shall not have any duty to calculate or determine any adjustments with respect to the Exercise Price and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of such calculation. The Warrant Agent shall not (a) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted to be taken by it in good faith on the belief that any Warrant Certificate or any other documents or any signatures are genuine or properly authorized, (b) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Agreement or in the Warrant Certificates, or (c) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct (as each is determined by a final, non-appealable judgment of a court of competent jurisdiction). The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the President, any Vice President or the Secretary of the Company and to apply to any such officer for instructions (which instructions will be promptly given in writing when requested) and the Warrant Agent shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in accordance with the instructions of any such officer, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable.

The Warrant Agent may execute and exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any such attorney, agent or employee.  The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction, but this provision shall not affect the power of

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the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without such indemnity. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against it arising out of or in connection with this Agreement.

The Company will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement.  The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

The Warrant Agent shall act solely as agent of the Company hereunder and does not assume any obligation or relationship of agency or trust with any of the owners or holders of the Warrants.  The Warrant Agent shall not be liable except for the failure to perform such duties as are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Warrant Agent, whose duties and obligations shall be determined solely by the express provisions hereof. Notwithstanding anything in this Agreement to the contrary, Warrant Agent’s aggregate liability under this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses.

The Warrant Agent may consult with counsel satisfactory to it (which may be counsel to the Company).

Whenever in the performance of its duties under this Agreement the Warrant Agent deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by any authorized officer of the Company and delivered to the Warrant Agent; and such certificate will be full authorization to the Warrant Agent for any action taken, suffered or omitted by it under the provisions of this Agreement in reliance upon such certificate.  The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the authorized officers of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it will not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with instructions of any such officer.

The Warrant Agent will not be under any duty or responsibility to insure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of Warrant Certificates.

The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or

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obligations shall be implied or inferred.  Without limiting the foregoing, unless otherwise expressly provided in this Agreement, the Warrant Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Warrant Certificate or any other agreement between or among the parties hereto, even though reference thereto may be made in this Warrant Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Warrant Agreement.

In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Warrant Agent.

9.2Compensation and Reimbursement.  The Company agrees to pay to the Warrant Agent from time to time compensation for all services rendered by it hereunder in accordance with Schedule B hereto and as the Company and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for reasonable expenses and disbursements actually incurred in connection with the preparation, delivery, negotiation, amendment, execution and administration of this Agreement (including the reasonable compensation and out of pocket expenses of its counsel), and further agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability, suit, action, proceeding, judgment, claim, settlement, cost or expense incurred without gross negligence, willful misconduct or bad faith on its part, (as each is determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Warrant Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, indirectly or directly.  The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it.

9.3Warrant Agent May Hold Company Securities.  The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or its Affiliates or become pecuniarily interested in transactions in which the Company or its Affiliates may be interested, or contract with or lend money to the Company or its Affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

9.4Resignation and Removal; Appointment of Successor.  (a)  No resignation or removal of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence,

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willful misconduct or bad faith) after giving written notice to the Company at least thirty (30) days prior to the date such resignation will become effective. The Company shall, upon written request of Holders of a majority of the outstanding Warrants, remove the Warrant Agent upon written notice provided at least thirty (30) days prior to the date of such removal, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. The Warrant Agent shall, at the Company’s expense, cause to be mailed at the Company’s expense (by first-class mail, postage prepaid) to each Holder of a Warrant at his last address as shown on the register of the Company maintained by the Warrant Agent a copy of said notice of resignation or notice of removal, as the case may be. Upon such resignation or removal, the Person holding the greatest number of Warrants as of the date of such event shall appoint in writing a new warrant agent reasonably acceptable to the Company. If the Person holding the greatest number of Warrants as of the date of such event shall fail to make such appointment within a period of twenty (20) days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the Company shall appoint a new warrant agent. Any new warrant agent, whether appointed by a Holder or by the Company, shall be a reputable bank, trust company or transfer agent doing business under the laws of the United States or any state thereof, in good standing and having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such new warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such warrant agent prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a Federal or state supervising or examining authority. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this Section 9.4(a), however, or any defect therein, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be.

(b)Any Person into which the Warrant Agent or any new warrant agent may be merged or any Person resulting from any consolidation to which the Warrant Agent or any Person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any Person to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent or any new warrant agent shall be a party, shall be a successor Warrant Agent under this Agreement without any further act, provided that such Person would be eligible for appointment as successor to the Warrant Agent under the provisions of Section 9.4(a).  Any such successor Warrant Agent shall promptly cause notice of succession as Warrant Agent to be mailed (by first-class mail, postage prepaid) to each Holder of a Warrant at such Holder’s last address as shown on the register of the Company maintained by the Warrant Agent.

9.5Damages.  No party to this Agreement shall be liable to any other party for any consequential, indirect, punitive, special or incidental damages under any provision of this

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Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.

9.6Force Majeure.  In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

9.7Survival.  The provisions of this Article 9 shall survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent.

10.REPRESENTATIONS AND WARRANTIES.

10.1Representations and Warranties of the Company.  The Company hereby represents and warrants that the representations and warranties of the Company set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6 of the Investment Agreement and Stock Purchase Agreements and any other representations and warranties made by the Company in Article III of the Investment Agreement and Stock Purchase Agreements, in each case, to the extent relating to the authorization and issuance of the Warrants and the shares of Common Stock issuable upon exercise thereof, are true and accurate in all respects and not misleading in any respect.

11.COVENANTS.

11.1Reservation of Common Stock for Issuance on Exercise of Warrants.  The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of all Warrants issuable hereunder plus such number of shares of Common Stock as shall then be issuable upon the exercise of other outstanding warrants, options and rights (whether or not vested), the settlement of any forward sale, swap or other derivative contract, and the conversion of all outstanding convertible securities or other instruments convertible into Common Stock or rights to acquire Common Stock. The Company covenants that all shares of Common Stock which shall be issuable shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

11.2Notice of Distributions.  At any time when the Company declares any Distribution on its Common Stock, it shall give notice to the Holders of all the then outstanding Warrants of any such declaration not less than 15 days prior to the related record date for payment of the Distribution so declared.

12.MISCELLANEOUS.

12.1Money and Other Property Deposited with the Warrant Agent.  Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Agreement shall be and are hereby assigned, transferred

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and set over to the Warrant Agent in trust for the purpose for which such moneys, securities or other property shall have been deposited; but such moneys, securities or other property need not be segregated from other funds, securities or other property except to the extent required by law. The Warrant Agent shall distribute any money deposited with it for payment and distribution to a Holder to an account designated by such Holder in such amount as is appropriate. Any money deposited with the Warrant Agent for payment and distribution to the Holders that remains unclaimed for two years after the date the money was deposited with the Warrant Agent shall be paid to the Company.  The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement.

12.2Payment of Taxes.  The Company shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Warrants, certificate for shares of Common Stock or other securities underlying the Warrants or payment of cash to any Person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant, and in case of such transfer or payment, the Warrant Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is due.  The Company and each Initial Investor agree that neither the issuance nor exercise of the Warrants is governed by Section 83(a) of the Code or otherwise a compensatory transaction, and the Company agrees that it will not deduct any amount as compensation in connection with such issuance or exercise for federal income tax purpose.

12.3Surrender of Certificates.  Any Warrant Certificate surrendered for exercise or purchase shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company. The Warrant Agent shall destroy such cancelled Warrant Certificates.

12.4Mutilated, Destroyed, Lost and Stolen Warrant Certificates.  If (a) any mutilated Warrant Certificate is surrendered to the Warrant Agent or (b) the Company and the Warrant Agent receive evidence to their satisfaction of the destruction, loss or theft of any Warrant Certificate, and there is delivered to the Company and the Warrant Agent such appropriate affidavit of loss, applicable processing fee and a corporate bond of indemnity as may be required by them and satisfactory to them to save each of them harmless, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Warrant Agent shall countersign and deliver, in exchange for any such mutilated Warrant Certificate or in lieu of any such destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like tenor and for a like aggregate number of Warrants.

Upon the issuance of any new Warrant Certificate under this Section 12.4, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and other expenses (including the reasonable fees and expenses of the Warrant Agent and of counsel to the Company) in connection therewith.

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Every new Warrant Certificate executed and delivered pursuant to this Section 12.4 in lieu of any destroyed, lost or stolen Warrant Certificate shall constitute an original contractual obligation of the Company, whether or not the destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates of like tenor properly completed and duly executed and delivered hereunder.

The provisions of this Section 12.4 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of mutilated, destroyed lost or stolen Warrant Certificates.

12.5Removal of Legends.  Certificates evidencing the Warrants and shares of Common Stock issued upon exercise of the Warrants shall not be required to contain any legend referenced in Sections 2.1 or 3.6(e) (A) while a registration statement covering the resale of the Warrants or the shares of Common Stock is effective under the Securities Act, or (B) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or limitations on manner of sale under Rule 144.  In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed.

Following the time at which any such legend is no longer required (as provided above) for certain Warrants or shares of Common Stock, the Company shall promptly, following the delivery by Holder to the Warrant Agent of a legended certificate representing such Warrants or shares of Common Stock, as applicable, deliver or cause to be delivered to the Holder a certificate representing such Warrants or shares of Common Stock that is free from such legend.  In the event any of the legends referenced in Sections 2.1 or 3.6(e) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend.  Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144.

12.6Notices.  (a)  Any notice, demand or delivery authorized by this Agreement shall be sufficiently given or made when mailed if sent by first-class mail, postage prepaid, addressed to any Holder of a Warrant at such Holder’s address shown on the register of the Company maintained by the Warrant Agent and to the Company or the Warrant Agent as follows:

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If to the Company, to:

General Growth Properties, Inc.

110 N. Wacker Drive

Chicago, IL 60606
Attention: Marvin J. Levine

Facsimile: (312) 960-5058

with a copy to (which shall not constitute notice):

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Robert W. Downes

Facsimile: (212) 558-3588

If to the Warrant Agent, to:

American Stock Transfer & Trust Company, LLC

16633 N. Dallas Parkway, Suite 600

Addison, TX 75001

Attention: Barbara J. Robbins

or such other address as shall have been furnished to the party giving or making such notice, demand or delivery.

(b)Any notice required to be given by the Company to the Holders pursuant to this Agreement, shall be made by mailing by registered mail, return receipt requested, to the Holders at their respective addresses shown on the register of the Company maintained by the Warrant Agent. The Company hereby irrevocably authorizes the Warrant Agent, in the name and at the expense of the Company, to mail any such notice upon receipt thereof from the Company. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given when mailed, whether or not the Holder receives the notice.

12.7Applicable Law; Jurisdiction.  This Agreement and each Warrant issued hereunder and all rights arising hereunder shall be governed by the internal laws of the State of New York.  In connection with any action, suit or proceeding arising out of or relating to this Agreement or the Warrants, the parties hereto and each Holder irrevocably submit to (i) the exclusive jurisdiction of the United States Bankruptcy Court for the Southern District of New York until the chapter 11 cases of General Growth Properties, Inc. and its Affiliates are closed, and (ii) the nonexclusive jurisdiction of any federal or state court located within the County of New York, State of New York.

12.8Persons Benefiting.  This Agreement shall be binding upon and inure to the benefit of the Company and the Warrant Agent, and their respective successors, assigns, beneficiaries, executors and administrators, and the Holders from time to time of the Warrants.  The Holders of the Warrants are express third party beneficiaries of this Agreement and each

30

such Holder of Warrants is hereby conferred the benefits, rights and remedies under or by reason of the provisions of this Agreement as if a signatory hereto.  Nothing in this Agreement is intended or shall be construed to confer upon any Person, other than the Company, the Warrant Agent and the Holders of the Warrants, any right, remedy or claim under or by reason of this Agreement or any part hereof.

12.9Counterparts.  This Agreement may be executed in any number of counterparts, each or which shall be deemed an original, but all of which together constitute one and the same instrument.

12.10Amendments.  (a)  The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holder in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions with regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and, in each case, which shall not adversely affect the interests of any Holder.

(b)In addition to the foregoing, with the consent of the Supermajority Holders, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying in any manner the rights of the Holders hereunder; provided, however, that no modification effecting the terms upon which the Warrants are exercisable, redeemable or transferable, or reduction in the percentage required for consent to modification of this Agreement, may be made without the consent of each Holder affected thereby.

12.11Headings.  The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof.

12.12Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

12.13Specific Performance.  The parties shall be entitled to specific performance of the terms of this Agreement.  Each of the parties hereto hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

GENERAL GROWTH PROPERTIES, INC.
By:	/s/ Marvin J. Levine
Name:	Marvin J. Levine
Title:	Executive Vice President and Chief Legal Officer
American Stock Transfer & Trust Company, LLC,
as Warrant Agent
By:	/s/ Barbara J. Robbins
Name:	Barbara J. Robbins
Title:	Sr. Vice President

[SIGNATURE PAGE TO GGP WARRANT AGREEMENT]

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EXHIBIT A-1

FORM OF FACE OF WARRANT CERTIFICATE

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SECURITIES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THE WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2010 BETWEEN GENERAL GROWTH PROPERTIES, INC. (THE “COMPANY”) AND MELLON INVESTOR SERVICES LLC, WARRANT AGENT. A COPY OF SUCH WARRANT AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.

WARRANTS TO PURCHASE COMMON STOCK
OF GENERAL GROWTH PROPERTIES, INC.

No. Certificate for Series A-1
Warrants

This certifies that [HOLDER], or registered assigns, is the registered holder of the number of Series A-1 Warrants set forth above. Each Series A-1 Warrant entitles the holder thereof (a “Holder”), subject to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from GENERAL GROWTH PROPERTIES, INC. (the “Company”) a number of shares of the Company’s common stock, par value $0.01 (“Common Stock”), equal to [INSERT $10.75 FOR BROOKFIELD WARRANTS AND BLACKSTONE B WARRANTS][INSERT $10.50 FOR BLACKSTONE F/P WARRANTS] divided by the Exercise Price (as defined in the Warrant Agreement referred to below), for a price per share of Common Stock equal to the Exercise Price.

This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of November 9, 2010 (the “Warrant Agreement”), between the Company and Mellon Investor Services LLC, a New Jersey limited liability company, as warrant agent (the “Warrant Agent”, which term includes any successor Warrant Agent under the Warrant Agreement), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Warrant Agent and the Holders of the Warrants.

This Warrant Certificate shall terminate and be void as of the close of business on November 9, 2017 (the “Expiration Date”).

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As provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the Series A-1 Warrants shall be exercisable from time to time on any Business Day and ending on the Expiration Date.

The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Series A-1 Warrant are subject to adjustment as provided in the Warrant Agreement.

All shares of Common Stock issuable by the Company upon the exercise of Series A-1 Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

In order to exercise a Series A-1 Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as such term is defined in the Warrant Agreement) then in effect for the shares(s) of Underlying Common Stock as to which the Series A-1 Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject to the terms and conditions hereof and of the Warrant Agreement.

The Company shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Series A-1 Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Series A-1 Warrants with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Series A-1 Warrants, certificate for shares of Common Stock or other securities underlying the Series A-1 Warrants or payment of cash in each case to any Person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Series A-1 Warrant, and in case of such transfer or payment, the Warrant Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is due.

This Warrant Certificate and all rights hereunder are transferable by the registered holder hereof, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of Assignment. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred.

No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

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Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes.

This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement.

All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: Mellon Investor Services LLC, 200 W. Monroe Street, Suite 1590, Chicago, IL 60606.

This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent.

Dated: November 9, 2010

GENERAL GROWTH PROPERTIES, INC.
By:
	Name and Title:
By:
	Name and Title:

Countersigned:
Mellon Investor Services LLC, as Warrant Agent
By:
	Name:
	Authorized Officer

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EXHIBIT A

FORM OF REVERSE OF SERIES A-1 WARRANT CERTIFICATE

EXERCISE SUBSCRIPTION FORM

(To be executed only upon exercise of Warrant)

To:

The undersigned irrevocably exercises                                              of the Series A-1 Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stock, par value $0.01, of General Growth Properties, Inc. for each Series A-1 Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Series A-1 Warrants by marking X in the space that follows         , or (ii) makes payment of $                               (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to                                                  and directs that the shares of Common Stock deliverable upon the exercise of such Series A-1 Warrants be registered in the name and delivered at the address specified below.

Date
			*
	(Signature of Owner)
	(Street Address)
	(City)	(State) (Zip Code)
	Signature Guaranteed by:

*                                         The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

1

Securities to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

Any unexercised Series A-1 Warrants evidenced by the within Warrant Certificate to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

2

EXHIBIT A-2

FORM OF FACE OF WARRANT CERTIFICATE

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SECURITIES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THE WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2010 BETWEEN GENERAL GROWTH PROPERTIES, INC. (THE “COMPANY”) AND MELLON INVESTOR SERVICES LLC, WARRANT AGENT. A COPY OF SUCH WARRANT AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.

WARRANTS TO PURCHASE COMMON STOCK
OF GENERAL GROWTH PROPERTIES, INC.

No. Certificate for Series A-2 Warrants

This certifies that [HOLDER], or registered assigns, is the registered holder of the number of Series A-2 Warrants set forth above. Each Series A-2 Warrant entitles the holder thereof (a “Holder”), subject to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from GENERAL GROWTH PROPERTIES, INC. (the “Company”) by means of Net Share Settlement (as defined in the Warrant Agreement defined below) a number of shares of the Company’s common stock, par value $0.01 (“Common Stock”), equal to $10.50 divided by the Exercise Price (as defined in the Warrant Agreement referred to below), for a price per share of Common Stock equal to the Exercise Price.

This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of November 9, 2010 (the “Warrant Agreement”), between the Company and Mellon Investor Services LLC, a New Jersey limited liability company, as warrant agent (the “Warrant Agent”, which term includes any successor Warrant Agent under the Warrant Agreement), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Warrant Agent and the Holders of the Warrants.

This Warrant Certificate shall terminate and be void as of the close of business on November 9, 2017 (the “Expiration Date”).

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As provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the Series A-2 Warrants shall be exercisable from time to time on any Business Day and ending on the Expiration Date.

The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Series A-2 Warrant are subject to adjustment as provided in the Warrant Agreement.

All shares of Common Stock issuable by the Company upon the exercise of Series A-2 Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

In order to exercise a Series A-2 Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, all subject to the terms and conditions hereof and of the Warrant Agreement.

The Company shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Series A-2 Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Series A-2 Warrants with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Series A-2 Warrants, certificate for shares of Common Stock or other securities underlying the Series A-2 Warrants or payment of cash in each case to any Person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Series A-2 Warrant, and in case of such transfer or payment, the Warrant Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is due.

This Warrant Certificate and all rights hereunder are transferable by the registered holder hereof, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of Assignment. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred.

No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be

2

deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes.

This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement.

All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: Mellon Investor Services LLC, 200 W. Monroe Street, Suite 1590, Chicago, IL 60606.

This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent.

Dated: November 9, 2010

		GENERAL GROWTH PROPERTIES, INC.
		By:
			Name and Title:
		By:
			Name and Title:
Countersigned:
Mellon Investor Services LLC, as Warrant Agent
By:
	Name:
	Authorized Officer

3

EXHIBIT A

FORM OF REVERSE OF SERIES A-2 WARRANT CERTIFICATE

EXERCISE SUBSCRIPTION FORM

(To be executed only upon exercise of Warrant)

To:

The undersigned irrevocably exercises                                              of the Series A-2 Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stock, par value $0.01, of General Growth Properties, Inc. for each Series A-2 Warrant represented by the Warrant Certificate by means of Net Share Settlement of such Series A-2 Warrants, at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to                                                  and directs that the shares of Common Stock deliverable upon the exercise of such Series A-2 Warrants be registered in the name and delivered at the address specified below.

Date
			*
	(Signature of Owner)
	(Street Address)
	(City)	(State) (Zip Code)
	Signature Guaranteed by:

*                                         The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

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Securities to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

Any unexercised Series A-2 Warrants evidenced by the within Warrant Certificate to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

2

EXHIBIT B

FORM OF ASSIGNMENT

FOR VALUE RECEIVED the undersigned registered holder of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth below:

Names of Assignees Address Social Security or
other Identifying
Number of
Assignee(s) Series and
Number of
Warrants

and does hereby irrevocably constitute and appoint                              the undersigned’s attorney to make such transfer on the books of                          maintained for that purpose, with full power of substitution in the premises.

Date:
			*
	(Signature of Owner)
	(Street Address)
	(City)	(State) (Zip Code)
	Signature Guaranteed by:

*                                         The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

1

EXHIBIT C

Option Pricing Assumptions / Methodology

For the purpose of this Exhibit C:

“Acquiror” means (A) the third party that has entered into definitive document for a transaction, or (B) the offeror in the event of a tender or exchange offer.

“Reference Date” means the date of consummation of a Change of Control Event.

The Redemption Value of the Warrants shall be determined using the Black-Scholes Model as applied to third party options (i.e., options issued by a third party that is not affiliated with the issuer of the underlying stock). For purposes of the model, the following terms shall have the respective meanings set forth below:

Underlying Security Price:	·	In the event of a merger or other acquisition,
		(A)	that is an “all cash” deal, the cash per share of Common Stock to be paid to the Company’s stockholders in the transaction;
		(B)	that is an “all Public Stock” deal,
			(1) that is a “fixed exchange ratio” transaction, a “fixed value” transaction where as a result of a cap, floor, collar or similar mechanism the number of Acquiror’s shares to be paid per share of Common Stock to the Company’s stockholders in the transaction is greater or less than it would otherwise have been or a transaction that is not otherwise described in this clause (B)(1) or clause (B)(2) below, the product of (i) the Fair Market Value of the Acquiror’s common stock on the day preceding the date of the Preliminary Change of Control Event and (ii) the number of Acquiror’s shares per share of Common Stock to be paid to the Company’s stockholders in the transaction (provided that the Independent Financial Expert shall make appropriate adjustments to the Fair Market Value of the Acquiror’s common stock referred to above as may be necessary or appropriate to effectuate the intent of this Exhibit C and to avoid unjust or inequitable results as determined in its reasonable good faith judgment, in each case to account for any event impacting the Acquiror’s common stock that is analogous to any of the events described in Article V of this Agreement if the record date, ex date or effective date of that event occurs during or after the 10

2

			trading day period over which such Fair Market Value is measured) and
			(2) that is a “fixed value” transaction not covered by clause (B)(1) above, the value per share of Common Stock to be paid to the Company’s stockholders in the transaction;
		(C)	that is a transaction contemplating various forms of consideration for each share of Common Stock,
			(1) the cash portion, if any, shall be valued as described in clause (A) above,
			(2) the Public Stock portion shall be valued as described in clause (B) above and
			(3) any other forms of consideration shall be valued by the Independent Financial Expert valuing the Warrants, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming such consideration (if securities) is fully distributed and is to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors and without applying any discounts to such consideration.
	·	In the event of all other Change of Control Event events, the Fair Market Value per share of the Common Stock on the last trading day preceding the date of the Change of Control Event.
Exercise Price:	The Exercise Price as adjusted and then in effect for the Warrant.
Dividend Rate:	0 (which reflects the fact that the antidilution adjustment provisions cover all dividends).
Interest Rate:	The annual yield as of the Reference Date (expressed on a semi-annual basis in the manner in which U.S. treasury notes are ordinarily quoted) of the U.S. treasury note maturing approximately at the Expiration Date as selected by the Independent Financial Expert.
Put or Call:	Call
Time to Expiration:	The number of days from the Expiration Date (as defined in Section 3.3) to the Reference Date divided by 365.

3

Settlement Date:

The scheduled date of consummation of the Change of Control Event.

Volatility:

For calculation of Redemption Value in connection with a Change of Control Event with respect to the Warrants, 20%; provided, however, that if the Warrants are adjusted as a result of a Change of Control Event, volatility for purposes of calculating Redemption Value in connection with succeeding Change of Control Events with respect to such warrants (or their successors) shall be as determined by an Independent Financial Expert engaged to make the calculation, who shall be instructed to assume for purposes of the calculation that such succeeding Change of Control Event had not occurred.

Such valuation of the Warrant shall not be discounted in any way.

For illustrative purposes only, an example Black-Scholes model calculation with respect to a hypothetical warrant appears on the following page.

4

Illustrative Example

Inputs:

S = Underlying Security Price

X = Exercise Price

PV(X) = Present value of the Exercise Price, discounted at a rate of R = X * (e^-(R * T))

V = Volatility

R = continuously compounded risk free rate = 2 * [ ln (1 + Interest Rate / 2)]

T = Time to Expiration

W = warrant value per underlying share

Z = number of shares underlying warrants

Value = total warrant value

Formulaic inputs:

D1 = [ ln [ S / X] + (R + (V^2 / 2)) * T)] ÷ (V * √T)

D2 = [ ln [ S / X] + (R - (V^2 / 2)) * T)] ÷ (V * √T)

Black-Scholes Formula

W = [N(D1) * S] — [N(D2) * PV(X)]

Where “N” is the cumulative normal probability function

Value = W * Z

(1)   Note: Amounts calculated herein may not foot due to rounding error. For precise calculations, decimal points should not be rounded.

5

Example of a Hypothetical Warrant:(1)

Inputs:

Interest Rate = 4.00%

S = $50.00

X = $60.00

PV(X) = $55.43

V = 25%

R = 3.96%

T = 2

Z = 100

Formulaic inputs:

D1           = [ ln [ S / X] + (R + (V^2 / 2)) * T)] ÷ (V * √T)

= (-0.1149)

D2           = [ ln [ S / X] + (R - (V^2 / 2)) * T)] ÷ (V * √T)

= (-0.4684)

Black-Scholes Formula

W            = [N(D1) * S] — [N(D2) * PV(E)]

= $4.99

Total Warrant Value

Value     = W * Z

= $499

6

SCHEDULE A

ALLOCATIONS OF WARRANTS TO INITIAL INVESTORS

Initial Investor	Total Number and Series of Warrants to be Delivered to Initial Investor (on date of Warrant Agreement)
Blackstone Purchaser	5,000,000 Series A-1 Warrants
Brookfield Purchaser	57,500,000 Series A-1 Warrants
Fairholme Purchasers	41,071,429 Series A-2 Warrants
Pershing Square Purchasers	16,428,571 Series A-2 Warrants

SCHEDULE B

WARRANT AGENT COMPENSATION

Service Description	Fees
Warrant Agent
Initial Setup (one-time charge)	$	2,500.00
Annual Administration	$	3,500.00
Warrant Conversion Agent
Set Up and Administrative Fee	$	5,000.00
Processing Accounts, each	$	50.00
Conversions requiring additional handling (window items, deficient items, correspondence items, legal items, items not providing a taxpayer identification number, Transfer Requests, etc), additional each	$	15.00
Requisitioning Funds, each requisition	$	25.00
Expiration	$	1,000.00
Special Services	Additional
Out of Pocket Expenses Including Postage, Printing, Stationery, Overtime, Transportation, Microfilming, Imprinting, Mailing, etc.	Additional

1

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT

THIS SECOND AMENDMENT (the “Second Amendment”) is entered into as of this first day of November, 2013 (“Effective Date”) by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and Sandeep Mathrani (the “Participant”).

WHEREAS, the Company and the Participant entered into an agreement entitled Restricted Stock Award Agreement dated November 9, 2010 (the “Agreement”);

WHEREAS, the Company and the Participant first amended the Agreement on November 1, 2012; and

WHEREAS, the parties desire to further amend the Agreement, in certain particulars;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter set forth, the parties agree that the Agreement is hereby further amended as follows, effective on the date hereof:

Section 3(a) of the Agreement, Vesting of Restricted Stock, is hereby deleted in its entirety and replaced with the following:

Vesting Schedule. Subject to Participant’s continued employment with the Company or one of its affiliates through the applicable vesting date and the terms of the Plan, one third (1/3) of the Restricted Shares shall vest on the first anniversary of the Date of Grant and two thirds (2/3) of the Restricted Shares shall vest on the fourth anniversary of the Date of Grant.  Upon vesting these shares will be nonforfeitable, the Participant shall have all of the rights of a stockholder, and such number of shares shall be delivered to the Participant (or, where applicable, the Participant’s legal representative).

If any provision of this Second Amendment conflicts with any provisions of the Agreement, the provisions of this Second Amendment shall prevail. Except as hereby amended, the capitalized terms appearing in this Second Amendment shall have the same meaning assigned in the Agreement.  Except as hereby amended, all other terms of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first written above.

General Growth Properties, Inc.		Sandeep Mathrani
		/s/Sandeep Mathrani
	/s/Marvin J. Levine
By	Marvin J. Levine
Title	Executive Vice President & Chief Legal Officer

EX-10.4

Exhibit 10.4

FIFTH AMENDMENT TO

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF GGP LIMITED PARTNERSHIP

THIS FIFTH AMENDMENT (this “Amendment”) is made and entered into as of September 5, 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 September 5, 2013 (the “Loan”) among the Public REIT and Bank of America, NA 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 Loan to be contributed to the General Partner, and the General 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 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 I Preferred Units.

WHEREAS, the General Partner has determined that, in the event the Partnership elects to designate any portion of its total distributions as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code), no portion of such capital gain amount shall be allocable to the holders of the Series H Preferred Units and that Schedule F to the Partnership Agreement should be amended accordingly.

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 I Preferred Units” shall be inserted immediately following the definition of “Series H Preferred Units” and shall be defined as follows:

1

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

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, Series H Preferred Units and Series I 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, Series H Preferred Units and Series I Preferred Units have been established and have the rights, preferences, limitations and qualifications as are described in Schedule A, Schedule B, Schedule C, Schedule D, Schedule E, Schedule F and Schedule G, 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 (g) immediately following subsection (f):

(g)The holders of Series I 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 I Preferred Unit, as more particularly described in Schedule G.

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

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

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

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

2

EXHIBIT A TO THE

AGREEMENT OF LIMITED PARTNERSHIP

OF GGP LIMITED PARTNERSHIP

as of September 5, 2013

PARTNER NAME	Number of Common Units	% Common Ownership		% Overall Ownership*		Number of Series B Preferred Units	Number of Series D Preferred Units	Number of Series E Preferred Units	Number of Series F Preferred Units	Number of Series G Preferred Units	Number of Series H Preferred Units	Number of Series I Preferred Units
General Partner:
GGP, Inc.	9,000,000	0.989929	%	0.985123	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	100,000
Limited Partners:
GGP Limited Partnership II	893,984,750.1700	98.331229	%	97.718272	%	0.0000	0.0000	0.0000	360	10,000,000	1,500,000	0.0000
Westroads-Oaks, Inc.	0.0000	0.000	%	—		0.0000	0.0000	0.0000	104,000	0.0000	0.0000	0.0000
Piedmont Partners:
Helen Roth Trust	87,072.0000	0.009577	%	0.163915	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Forbes/Cohen Partners:
Avern L. Cohn Trust	173,397.0000	0.019072	%	234,051.000		0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Rita C. Haddow Trust u/t/a 2/8/98	173,397.0000	0.019072	%	104,039.000		0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
SW Plaza Partners:
Bonnie D. O’Connell (Primack)	40,000.0000	0.004400	%	0.001792	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Cyd Rodriguez	50,000.0000	0.005500	%	0.004378	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Benjamin May Trust, Ian D. Gardenswartz Trustee	26,639.0000	0.002930	%	0.005473	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Lindsay Faith May Trust, Ian D. Gardenswartz Trustee	26,639.0000	0.002930	%	0.001313	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Robert Klausner	16,374.0000	0.001801	%	0.000055	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Donald B. May	12,000.0000	0.001320	%	0.000896	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Gregory Specht	13,500.0000	0.001485	%	0.000907	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

3

PARTNER NAME	Number of Common Units	% Common Ownership		% Overall Ownership*		Number of Series B Preferred Units	Number of Series D Preferred Units	Number of Series E Preferred Units	Number of Series F Preferred Units	Number of Series G Preferred Units	Number of Series H Preferred Units	Number of Series I Preferred Units
Donald Kay	8,286.0000	0.000911	%	0.002916	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Altamonte Partners:
Gerald D Hines	24,580.0000	0.002704	%	0.002697	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Edward J. DeBartolo Family Testamentary Trust I f/b/o Edward J. DeBartolo, Jr.	42,191.0000	0.004641	%	0.004629	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Lisa M. DeBartolo	14,064.0000	0.001547	%	0.001543	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Tiffanie L. DeBartolo	14,063.0000	0.001547	%	0.001543	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Nicole DeBartolo	14,063.0000	0.001547	%	0.001543	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Glenn J. Rufrano	66,138.0000	0.007275	%	0.007256	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
CRH Co., Inc.	6,144.0000	0.000676	%	0.000674	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Former Series C Partners(Glendale Galleria):
Patrick S. Donahue, not individually, but solely as Trustee of the Patrick and Paula Donahue Family Trust	29,517.2740	0.003247	%	0.003239	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Thomas L. Schriber, not individually, but solely as Trustee of the Thomas L. Schriber Revocable Trust	244,239.7727	0.026864	%	0.026797	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Jari L. Stuart, not individually, but solely as Trustee of the Stuart Family Revocable Living Trust	179,829.1871	0.019780	%	0.019730	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

4

PARTNER NAME	Number of Common Units	% Common Ownership		% Overall Ownership*		Number of Series B Preferred Units	Number of Series D Preferred Units	Number of Series E Preferred Units	Number of Series F Preferred Units	Number of Series G Preferred Units	Number of Series H Preferred Units	Number of Series I Preferred Units
William J. Kenney, Jr., not individually, but solely as Trustee of the William K. Kenney, Jr. Separate Property Trust	59,853.8719	0.006583	%	0.006567	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Glenn C. Myers, not individually, but solely as Trustee of the Glenn C. Myers Family Trust	12,497.5912	0.001375	%	0.001371	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Jack Jensen	47,356.2807	0.005209		0.005196	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Valley Hills Mall
Peter D. Leibowits	499.0000	0.000055	%	0.000055	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Other Partners:
Stanley Richards Revocable Trust	449,121.0000	0.049400	%	0.049276	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
MB Capital Units, L.L.C.	2,817,811.0705	0.309937	%	0.309163	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
General Growth Companies, Inc.	24,957.8200	0.002745	%	0.002738	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Matthew Bucksbaum Revocable Trust	1,497,512.0000	0.164714	%	0.164303	%	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Series B Preferred Partners (JP Realty - Price Development):
Burke Cloward	0.0000			0.005992	%	18,510.1200	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
James Cordano	0.0000			0.000259	%	799.1820	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Gregory Curtis	0.0000			0.000444	%	1,370.2500	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Fairfax Holding, LLC	0.0000			0.353693	%	1,092,572.9347	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Rex and Barbara Frazier Family Trust	0.0000			0.005366	%	16,576.6320	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Michael Frei	0.0000			0.002604	%	8,044.5420	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Hall Investment Company	0.0000			0.004214	%	13,016.0700	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

5

PARTNER NAME	Number of Common Units	% Common Ownership	% Overall Ownership*		Number of Series B Preferred Units	Number of Series D Preferred Units	Number of Series E Preferred Units	Number of Series F Preferred Units	Number of Series G Preferred Units	Number of Series H Preferred Units	Number of Series I Preferred Units
Kenneth G. Hansen Trust u/t/a dated 11/14/2000	0.0000		0.000862	%	2,663.2440	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
King American Hospital, Ltd.	0.0000		0.001719	%	5,310.7580	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Warren P. King	0.0000		0.001098	%	3,392.4780	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Paul K. Mendenhall	0.0000		0.001214	%	3,751.6140	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
North Plains Development Company, Ltd.	0.0000		0.003216	%	9,935.2260	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Carl E. Olson	0.0000		0.000704	%	2,174.6520	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Martin G. Peterson	0.0000		0.003376	%	10,428.5160	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Deidra Price	0.0000		0.000000	%	226.0260	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
John Price	0.0000		0.000073	%	766.2960	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Steven Price	0.0000		0.000248	%	1,446.9840	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Red Cliffs Mall Investment Company, Ltd.	0.0000		0.000468	%	76,910.9580	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Philip P. Taylor	0.0000		0.024898	%	8,909.3337	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Jennifer Wallin	0.0000		0.002884	%	226.0260	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Lena Wilcher as Trustee of the Lena Wilcher Revocable Trust	0.0000		0.002884	%	2,683.3333	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
Series D Preferred Partner (Foot Hills):
Everitt Enterprises, Inc.	0.0000		0.088158	%	0.0000	532,749.6574	0.0000	0.0000	0.0000	0.0000	0.0000
Series E Preferred Partner (Four Seasons):
Koury Corporation	0.0000		0.071605	%	0.0000	0.0000	502,657.8128	0.0000	0.0000	0.0000	0.0000

*calculated on the converted basis to common units.  Series F, G, H and Series I Units are not convertible to common units.

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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.

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“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;

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(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.

9

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.

10

(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)            Intentionally Omitted.

(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.

11

(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.

12

SCHEDULE G

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

“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 I Preferred Unit plus 2%.

“Distribution Payment Date” shall mean the first day of each month of each year, or, if not a business day, the next succeeding business day (provided no interest, additional distributions or other sums shall accrue or accumulate on the amount so payable for the period from and after the Distribution Payment Date to the next succeeding business day).

“LIBOR Rate” shall mean 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 the first day of each calendar month, 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 September 5, 2013 in the principal sum of $100,000,000 by and among General Growth Properties, Inc., as borrower, Columbia Mall L.L.C., as guarantor, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead arranger and bookrunner.  The “Loan” shall mean the loans to be made to General Growth Properties, Inc., as borrower, under the Loan Agreement.

“Maturity Date” shall mean September 5, 2018.

11.          Designation and Number; Etc.  The Series I 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 I Preferred Units shall be 100,000.  Notwithstanding anything to the contrary contained herein, in the event of a conflict between the provisions of this Schedule G and any other provision of the Third Amended and Restated Agreement of Limited Partnership, the provisions of this Schedule G shall control.

12.          Rank.  The Series I 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 I Preferred Units;

(b)           on a parity with the Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and 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 I 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 I Preferred Units.

13

13.          Voting.  The Partnership shall not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series I 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 I 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 I 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 I Preferred Units or the holders thereof.

For purposes of this Section 4, each Series I 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 I Preferred Units shall have been redeemed.  Except as provided herein, the holders of Series I 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.

14.          Distributions.

(l)            Regular Distributions.  Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series I Preferred Units, the holders of Series I 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 LIBOR Rate on the $1,000 liquidation preference per Series I Preferred Unit.  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 I 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 5, the Partnership shall pay to holders of Series I 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.

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

(n)           Distributions on the Series I 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 I Preferred Units, which shall be paid on October 1, 2013 if declared by the General Partner, shall be for less than a full month and shall be in the amount of approximately $1.3961 per Series I Preferred Unit.  Distributions payable on the Series I 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.

(o)           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 I 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.

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(p)           No distribution on the Series I 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 I Preferred Units shall prohibit other distributions by the Partnership as described in this Schedule G).

(q)           Distributions on the Series I 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.

(r)            Except as provided in Section 5(h) of this Schedule G, so long as any Series I Preferred Units are outstanding, (i) no cash or non-cash distributions (other than in Common Units or other Units ranking junior to the Series I 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 I Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series I 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 I 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.

(s)            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 I Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series I Preferred Units, all distributions declared upon the Series I Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series I Preferred Units shall be declared or paid pro rata so that the amount of distributions declared per Unit of Series I 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 I 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

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

(u)           Distributions with respect to the Series I 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 G shall be construed and applied consistently with such Treasury Regulations.

15.          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

15

Partnership or Units ranking junior to the Series I Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series I 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 I 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 I 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 I Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series I 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 I Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series I 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 I 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 6(a) of this Schedule G, the holders of Series I Preferred Units shall have no right or claim to any of the remaining assets of the Partnership.

(e)           For the purposes of this Section 6, 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).

16.                              Redemption.

(a)               Mandatory Redemptions.  On the Maturity Date, the Partnership shall redeem the Series I 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. At any time prior to the Maturity Date, the holders of the Series I Preferred Units shall have the right to redeem the Series I 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.

17.          Purpose.  The Series I 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 Schedule G are intended to be equivalent to the terms of the Note issued by

16

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 Schedule G and the Series I Preferred Units.

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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: November 6, 2013	/s/ Sandeep Mathrani
	Sandeep Mathrani
	Chief Executive Officer

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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: November 6, 2013	/s/ Michael Berman
	Michael Berman
	Chief Financial Officer

1

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 September 30, 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

November 6, 2013

1

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 September 30, 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

November 6, 2013

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WARRANTS

9 Months Ended

Sep. 30, 2013

WARRANTS

WARRANTS

NOTE 9        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.

		Initial
Initial Warrant Holder	Number of Warrants	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 Warrants (A and B) were purchased by GGP.

The Brookfield Investor Warrants and the Blackstone Warrants (A and B) 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 changed as follows:

		Exercise Price
			Fairholme, Pershing
Record Date	Issuable Shares (1)	Brookfield Investor and Blackstone - B (2)	Square and Blackstone - A (2) (3)
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
April 16, 2013	83,443,178	9.53	9.30
July 16, 2013	83,945,892	9.47	9.25

(1) Issuable shares as of April 16, 2013 exlcude the Fairholme and Blackstone A and B warrants purchased by GGPLP.

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

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

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.  On March 26, 2013, GGPLP exercised its warrants and was issued approximately 27.5 million shares of GGP’s common stock, under net share settlement (See Note 11 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 September 30, 2013, Brookfield Investor’s Warrants are exercisable into approximately 43 million common shares of the Company, at a weighted-average exercise price of approximately $9.42 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 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. 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:

	Nine Months Ended September 30,
	2013			2012
Balance as of January 1,	$	1,488,196		$	985,962
Warrant liability adjustment	40,546			413,081
Purchase of Warrants by GGPLP	(633,229		)	—
Reclassification to equity	(895,513		)	—
Balance as of September 30,	$	—		$	1,399,043

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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INCOME TAXES (Details)	9 Months Ended
	Sep. 30, 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

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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		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues:
Minimum rents	$ 392,934	$ 394,736	$ 1,190,291	$ 1,154,657
Tenant recoveries	180,614	180,590	546,969	531,649
Overage rents	9,970	13,420	27,864	34,605
Management fees and other corporate revenues	17,336	17,823	50,575	55,646
Other	19,841	16,191	55,918	49,158
Total revenues	620,695	622,760	1,871,617	1,825,715
Expenses:
Real estate taxes	60,433	57,870	185,417	170,525
Property maintenance costs	14,354	16,673	53,600	55,889
Marketing	5,772	7,861	18,059	21,833
Other property operating costs	97,057	99,165	273,985	278,625
Provision for doubtful accounts	1,064	1,173	3,620	2,631
Property management and other costs	41,458	38,776	123,380	119,014
General and administrative	10,522	10,045	34,578	31,601
Provision for impairment		32,100		32,100
Depreciation and amortization	192,605	203,986	579,360	598,963
Total expenses	423,265	467,649	1,271,999	1,311,181
Operating income	197,430	155,111	599,618	514,534
Interest income	577	765	1,726	2,300
Interest expense	(178,438)	(200,183)	(567,094)	(594,249)
Warrant liability adjustment		(123,381)	(40,546)	(413,081)
Gains from changes in control of investment properties			219,784	18,547
Loss on extinguishment of debt			(36,478)
Income (loss) before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests	19,569	(167,688)	177,010	(471,949)
Benefit from (provision for) income taxes	287	(2,449)	(1,236)	(5,553)
Equity in income of Unconsolidated Real Estate Affiliates	13,984	22,054	41,165	39,849
Equity in income of Unconsolidated Real Estate Affiliates - gain (loss) on investment (includes ($109.9 million) accumulated other comprehensive loss reclassifications for net foreign currency translation losses)	(2,800)		648
Income (loss) from continuing operations	31,040	(148,083)	217,587	(437,653)
Discontinued operations:
Loss from discontinued operations, including gains (losses) on dispositions	(186)	(58,525)	(7,437)	(69,548)
Gain on extinguishment of debt			25,894
Discontinued operations, net	(186)	(58,525)	18,457	(69,548)
Net income (loss)	30,854	(206,608)	236,044	(507,201)
Allocation to noncontrolling interests	(3,371)	(1,279)	(10,707)	(6,236)
Net income (loss) attributable to General Growth Properties, Inc.	27,483	(207,887)	225,337	(513,437)
Preferred Stock dividends	(3,984)		(10,094)
Net income (loss) attributable to common stockholders	23,499	(207,887)	215,243	(513,437)
Basic Earnings (Loss) Per Share:
Continuing operations (in dollars per share)	$ 0.03	$ (0.17)	$ 0.21	$ (0.48)
Discontinued operations (in dollars per share)		$ (0.06)	$ 0.02	$ (0.07)
Total basic earnings (loss) per share (in dollars per share)	$ 0.03	$ (0.23)	$ 0.23	$ (0.55)
Diluted Earnings (Loss) Per Share:
Continuing operations (in dollars per share)	$ 0.02	$ (0.17)	$ 0.21	$ (0.48)
Discontinued operations (in dollars per share)		$ (0.06)	$ 0.02	$ (0.07)
Total diluted earnings (loss) per share (in dollars per share)	$ 0.02	$ (0.23)	$ 0.23	$ (0.55)
Dividends declared per share (in dollars per share)	$ 0.13	$ 0.11	$ 0.37	$ 0.31
Comprehensive Income (Loss), Net:
Net income (loss)	30,854	(206,608)	236,044	(507,201)
Other comprehensive income (loss):
Foreign currency translation (the three and nine months ended September 30, 2013 includes reclassification of ($109.9 million) accumulated other comprehensive loss into Net income attributable to common stockholders)	105,107	(842)	54,181	(35,202)
Unrealized gains on available-for-sale securities	(996)	606	(66)	716
Other comprehensive income (loss)	104,111	(236)	54,115	(34,486)
Comprehensive income (loss)	134,965	(206,844)	290,159	(541,687)
Comprehensive loss allocated to noncontrolling interests	(3,733)	(1,284)	(10,729)	(6,003)
Comprehensive income (loss) attributable to General Growth Properties, Inc.	131,232	(208,128)	279,430	(547,690)
Preferred stock dividends	(3,984)		(10,094)
Comprehensive income (loss), net, attributable to common stockholders	$ 127,248	$ (208,128)	$ 269,336	$ (547,690)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 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. 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. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. 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/improvements.  The $584.2 million originally presented has been reclassified as Acquisition of real estate and property additions for $377.0 million, and Development of real estate and property improvements for $207.2 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, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized.  Capitalization is based on qualified expenditures and interest rates.  Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets.

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

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 recent 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 of our properties 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.

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

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 September 30, 2013
Tenant leases:
In-place value	$	811,315	$	(403,526	)	$	407,789
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 13); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in Accounts payable and accrued expenses (Note 14) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, had the following effects on our Income (loss) from continuing operations:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Amortization/accretion effect on continuing operations	$	(61,383	)	$	(83,704	)	$	(189,523	)	$	(264,813	)

Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, is estimated to decrease results from continuing operations as follows:

Year	Amount
2013 Remaining	$	52,423
2014	179,862
2015	147,076
2016	114,744
2017	85,564

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Management fees from affiliates	$	17,324		$	17,565		$	50,463		$	54,445
Management fee expense	(6,534		)	(5,375		)	(18,651		)	(17,054		)
Net management fees from affiliates	$	10,790		$	12,190		$	31,812		$	37,391

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 and nine months ended September 30, 2013 included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  During the nine months ended September 30, 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 4).  The other operating property was a regional mall that was sold for less than its carrying value.

During the three and nine months ended September 30, 2012, we recorded $32.1 million of impairment charges included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  This impairment charge related to one regional mall and was recorded because the estimated fair value of the property, based on our discounted cash flow analysis, was less than the carrying value of the property.  During the three months ended September 30, 2012, we recorded $66.2 million of impairment charges in discontinued operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  These charges related to two regional malls, two office properties, and two operating properties.  During the nine months ended September 30, 2012, we recorded $76.6 million of impairment charges in discontinued operations of our Consolidated Statement of Operations and Comprehensive Income (Loss), which related to two regional malls, two office properties, and four 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 and nine months ended September 30, 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

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 nine months ended September 30, 2013 and 2012 that were based on Level 2 inputs.  Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs.   Note 9 includes a discussion of our outstanding warrant liability, which was previously measured at fair value using Level 3 inputs.  Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 16 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 September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Contractual rent expense, including participation rent	$	3,396	$	3,411	$	10,456	$	10,200
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	2,190		2,141		6,798		6,387

See Note 8 and Note 15 for our obligations related to uncertain tax positions and for disclosure of additional contingencies.

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) (USD $)	0 Months Ended					1 Months Ended		3 Months Ended		9 Months Ended				9 Months Ended			0 Months Ended
	Jul. 29, 2013	May 10, 2013	Feb. 04, 2013	Nov. 20, 2012	Jul. 31, 2012	Apr. 30, 2012	Feb. 29, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Mar. 28, 2013	Dec. 31, 2012	Sep. 30, 2013 Series B	Sep. 30, 2013 Series D	Sep. 30, 2013 Series E	Feb. 13, 2013 6.375% series a cumulative redeemable perpetual preferred stock	Sep. 30, 2013 6.375% series a cumulative redeemable perpetual preferred stock	Sep. 30, 2013 6.375% series a cumulative redeemable perpetual preferred stock Maximum
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
Estimated payments for repurchase of redeemable noncontrolling interest								$ 123,800,000		$ 123,800,000
Conversion ratio for convertible common units to common stock										1
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units								(2,335,000)	(2,335,000)	(7,006,000)	(10,104,000)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)								(160,000)	1,603,000	(1,555,000)	3,753,000
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates								(876,000)	(547,000)	(2,146,000)	115,000
Allocation to noncontrolling interests								(3,371,000)	(1,279,000)	(10,707,000)	(6,236,000)
Other comprehensive loss allocation to noncontrolling interests								(362,000)	(5,000)	(22,000)	233,000
Comprehensive loss allocated to noncontrolling interests								(3,733,000)	(1,284,000)	(10,729,000)	(6,003,000)
Unit Conversions Disclosures
Number of Common Units for each Preferred unit														3.00000	1.50821	1.29836
Number of Contractual Convertible Preferred Units Outstanding														1,279,715	532,750	502,658
Converted Basis to Common Units Outstanding														3,991,799	803,499	652,631
Conversion Price (in dollars per share)														$ 16.66670	$ 33.15188	$ 38.51000
Redemption Value								128,772,128		128,772,128				77,001,806	26,637,502	25,132,820
GGP stock price per share												$ 19.88	$ 19.85	$ 19.29
Activity of redeemable noncontrolling interests
Balance at the beginning of the period										268,219,000	223,795,000
Net income (loss)										1,555,000	(3,753,000)
Distributions										(2,343,000)	(2,116,000)
Cash redemption of operating partnership units										(8,328,000)	(1,134,000)
Dividend for RPI Spin-Off											3,137,000
Other comprehensive loss										22,000	(233,000)
Fair value adjustment for noncontrolling interests in Operating Partnership										(6,566,000)	46,855,000
Balance at the end of the period								252,559,000	266,551,000	252,559,000	266,551,000
Common Stock Dividend
Dividends declared per share (in dollars per share)	$ 0.13	$ 0.12	$ 0.12	$ 0.11	$ 0.11	$ 0.10	$ 0.10	$ 0.13	$ 0.11	$ 0.37	$ 0.31
Number of shares issued due to DRIP elections for dividends declared										21,106	2,866,019
Number of preferred shares redeemed through public offering																	10,000,000
Preferred shares dividend (as a percent)																	6.375%
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
Preferred Stock dividends declared (in dollars per share)	$ 0.03984	$ 0.3984

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

9 Months Ended

Sep. 30, 2013

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

NOTE 10 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 September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Distributions to preferred Operating Partnership units	$	(2,335	)	$	(2,335	)	$	(7,006	)	$	(10,104	)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)	(160		)	1,603			(1,555		)	3,753
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates	(876		)	(547		)	(2,146		)	115
Allocation to noncontrolling interests	(3,371		)	(1,279		)	(10,707		)	(6,236		)
Other comprehensive loss allocated to noncontrolling interests	(362		)	(5		)	(22		)	233
Comprehensive loss allocated to noncontrolling interests	$	(3,733	)	$	(1,284	)	$	(10,729	)	$	(6,003	)

Redeemable Noncontrolling Interests

The minority interest related to the Common and Preferred Units of the Operating Partnership are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets since it is possible we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities.

The Common and Preferred Units of the Operating Partnership 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 September 30, 2013, the aggregate amount of cash we would have paid would have been $123.8 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 September 30, 2013	Converted Basis to Common Units Outstanding as of September 30, 2013	Conversion Price		Redemption Value
Series B (1)	3.00000	1,279,715	3,991,799	$	16.66670	$	77,001,806
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
						$	128,772,128

(1)  The conversion price of Series B preferred units is lower than the GGP September 30, 2013 closing common stock price of $19.29.  Therefore, a common stock price of $19.29 is used to calculate the Series B redemption value.

The following table reflects the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2013 and 2012.

Balance at January 1, 2012	$	223,795
Net loss	(3,753		)
Distributions	(2,116		)
Cash redemption of operating partnership units	(1,134		)
Dividend for RPI Spin-Off	3,137
Other comprehensive loss	(233		)
Fair value adjustment for noncontrolling interests in Operating Partnership	46,855
Balance at September 30, 2012	$	266,551
Balance at January 1, 2013	$	268,219
Net income	1,555
Distributions	(2,343		)
Cash redemption of operating partnership units	(8,328		)
Other comprehensive loss	22
Fair value adjustment for noncontrolling interests in Operating Partnership	(6,566		)
Balance at September 30, 2013	$	252,559

Common Stock Dividend

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

Declaration Date	Record Date	Payment Date	Dividend Per Share
2013
July 29	October 15	October 29, 2013	$	0.13
May 10	July 16	July 30, 2013	0.12
February 4	April 16	April 30, 2013	0.12
2012
November 20	December 14	January 4, 2013	0.11
July 31	October 15	October 29, 2012	0.11
April 26	July 16	July 30, 2012	0.10
February 23	April 16	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, 21,106 shares were issued during the nine months ended September 30, 2013 and 2,866,019 shares were issued during the year ended September 30, 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, resulting in net proceeds of $242.0 million after issuance costs.  The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%.  The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share.

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

On July 29, 2013, our Board of Directors declared a third quarter Preferred Stock dividend of $.03984 per share of Preferred Stock payable on October 1, 2013, to stockholders of record on September 13, 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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FAIR VALUE (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Carrying Amount
Fixed-rate debt	$ 13,908,625	$ 14,954,601
Variable-rate debt	1,655,000	1,012,265
Total mortgages, notes and loans payable	15,563,625	15,966,866
Estimated Fair Value
Fixed-rate debt	13,842,305	16,190,518
Variable-rate debt	1,689,699	1,040,687
Total long-term debt, fair value	$ 15,532,004	$ 17,231,205
Variable rate basis	LIBOR

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EARNINGS PER SHARE (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Numerators - Basic and Diluted:
Income (loss) from continuing operations	$ 31,040	$ (148,083)	$ 217,587	$ (437,653)
Preferred Stock dividends	(3,984)		(10,094)
Allocation to noncontrolling interests	(3,372)	(1,203)	(10,581)	(6,263)
Income (loss) from continuing operations - net of noncontrolling interests	23,684	(149,286)	196,912	(443,916)
Discontinued operations	(186)	(58,525)	18,457	(69,548)
Allocation to noncontrolling interests	1	(76)	(126)	27
Discontinued operations - net of noncontrolling interest	(185)	(58,601)	18,331	(69,521)
Net income (loss)	30,854	(206,608)	236,044	(507,201)
Allocation to noncontrolling interests	(3,371)	(1,279)	(10,707)	(6,236)
Net income (loss) attributable to common stockholders	$ 23,499	$ (207,887)	$ 215,243	$ (513,437)
Denominators:
Weighted average number of common shares outstanding - basic	932,964	938,316	937,200	937,795
Effect of dilutive securities	47,803		3,454
Weighted average number of common shares outstanding - diluted	980,767	938,316	940,654	937,795

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2013

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Schedule of significant components of accounts payable and accrued expenses

	September 30, 2013							December 31, 2012
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	$	628,706	$	(256,771	)	$	371,935	$	725,878	$	(251,896	)	$	473,982
Above-market headquarters office leases, net	15,268		(4,696		)	10,572		15,268		(3,393		)	11,875
Above-market ground leases, net	9,756		(1,087		)	8,669		9,756		(805		)	8,951
Total intangible liabilities	$	653,730	$	(262,554	)	$	391,176	$	750,902	$	(256,094	)	$	494,808
Remaining Accounts payable and accrued expenses:
Accrued interest						78,920							185,461
Accounts payable and accrued expenses						103,575							147,386
Accrued real estate taxes						108,316							69,955
Deferred gains/income						90,365							99,861
Accrued payroll and other employee liabilities						56,431							34,802
Construction payable						93,645							80,225
Tenant and other deposits						21,627							22,870
Insurance reserve liability						16,671							15,796
Capital lease obligations						12,855							13,292
Conditional asset retirement obligation liability						10,952							12,134
Uncertain tax position liability						5,906							5,873
Other						15,759							29,768
Total remaining Accounts payable and accrued expenses						615,022							717,423
Total Accounts payable and accrued expenses						$	1,006,198						$	1,212,231

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2013
Tenant leases:
In-place value	$	811,315	$	(403,526	)	$	407,789
As of December 31, 2012
Tenant leases:
In-place value	$	972,495	$	(423,492	)	$	549,003

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Amortization/accretion effect on continuing operations	$	(61,383	)	$	(83,704	)	$	(189,523	)	$	(264,813	)

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

Year	Amount
2013 Remaining	$	52,423
2014	179,862
2015	147,076
2016	114,744
2017	85,564

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Management fees from affiliates	$	17,324		$	17,565		$	50,463		$	54,445
Management fee expense	(6,534		)	(5,375		)	(18,651		)	(17,054		)
Net management fees from affiliates	$	10,790		$	12,190		$	31,812		$	37,391

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 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. 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. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. 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/improvements.  The $584.2 million originally presented has been reclassified as Acquisition of real estate and property additions for $377.0 million, and Development of real estate and property improvements for $207.2 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, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized.  Capitalization is based on qualified expenditures and interest rates.  Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets.

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

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 recent 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 of our properties 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.

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

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 September 30, 2013
Tenant leases:
In-place value	$	811,315	$	(403,526	)	$	407,789
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 13); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in Accounts payable and accrued expenses (Note 14) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, had the following effects on our Income (loss) from continuing operations:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Amortization/accretion effect on continuing operations	$	(61,383	)	$	(83,704	)	$	(189,523	)	$	(264,813	)

Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, is estimated to decrease results from continuing operations as follows:

Year	Amount
2013 Remaining	$	52,423
2014	179,862
2015	147,076
2016	114,744
2017	85,564

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Management fees from affiliates	$	17,324		$	17,565		$	50,463		$	54,445
Management fee expense	(6,534		)	(5,375		)	(18,651		)	(17,054		)
Net management fees from affiliates	$	10,790		$	12,190		$	31,812		$	37,391

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 and nine months ended September 30, 2013 included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  During the nine months ended September 30, 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 4).  The other operating property was a regional mall that was sold for less than its carrying value.

During the three and nine months ended September 30, 2012, we recorded $32.1 million of impairment charges included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  This impairment charge related to one regional mall and was recorded because the estimated fair value of the property, based on our discounted cash flow analysis, was less than the carrying value of the property.  During the three months ended September 30, 2012, we recorded $66.2 million of impairment charges in discontinued operations of our Consolidated Statements of Operations and Comprehensive Income (Loss).  These charges related to two regional malls, two office properties, and two operating properties.  During the nine months ended September 30, 2012, we recorded $76.6 million of impairment charges in discontinued operations of our Consolidated Statement of Operations and Comprehensive Income (Loss), which related to two regional malls, two office properties, and four 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 and nine months ended September 30, 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

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 nine months ended September 30, 2013 and 2012 that were based on Level 2 inputs.  Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs.   Note 9 includes a discussion of our outstanding warrant liability, which was previously measured at fair value using Level 3 inputs.  Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

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ACQUISITIONS AND JOINT VENTURE ACTIVITY (Details 3) (The Oaks and Westroads, USD $)	0 Months Ended	9 Months Ended
	Apr. 05, 2012	Sep. 30, 2012
The Oaks and Westroads
Acquisitions
Ownership interest acquired (as a percent)	49.00%
Consideration for acquisition	$ 191,100,000
Cash included in total consideration	98,300,000
Remaining percentage of debt and net working capital assumed	49.00%
Gain from change in control of investment properties		$ 18,500,000

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)

9 Months Ended

Sep. 30, 2013

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Schedule of activity included in the allocation to noncontrolling interests

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Distributions to preferred Operating Partnership units	$	(2,335	)	$	(2,335	)	$	(7,006	)	$	(10,104	)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)	(160		)	1,603			(1,555		)	3,753
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates	(876		)	(547		)	(2,146		)	115
Allocation to noncontrolling interests	(3,371		)	(1,279		)	(10,707		)	(6,236		)
Other comprehensive loss allocated to noncontrolling interests	(362		)	(5		)	(22		)	233
Comprehensive loss allocated to noncontrolling interests	$	(3,733	)	$	(1,284	)	$	(10,729	)	$	(6,003	)

Schedule of redeemable noncontrolling interests

	Number of Common Units for each Preferred Unit	Number of Contractual Convertible Preferred Units Outstanding as of September 30, 2013	Converted Basis to Common Units Outstanding as of September 30, 2013	Conversion Price		Redemption Value
Series B (1)	3.00000	1,279,715	3,991,799	$	16.66670	$	77,001,806
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
						$	128,772,128

(1)  The conversion price of Series B preferred units is lower than the GGP September 30, 2013 closing common stock price of $19.29.  Therefore, a common stock price of $19.29 is used to calculate the Series B redemption value.

Activity of redeemable noncontrolling interests

Balance at January 1, 2012	$	223,795
Net loss	(3,753		)
Distributions	(2,116		)
Cash redemption of operating partnership units	(1,134		)
Dividend for RPI Spin-Off	3,137
Other comprehensive loss	(233		)
Fair value adjustment for noncontrolling interests in Operating Partnership	46,855
Balance at September 30, 2012	$	266,551
Balance at January 1, 2013	$	268,219
Net income	1,555
Distributions	(2,343		)
Cash redemption of operating partnership units	(8,328		)
Other comprehensive loss	22
Fair value adjustment for noncontrolling interests in Operating Partnership	(6,566		)
Balance at September 30, 2013	$	252,559

Summary of common stock dividends declared

Declaration Date	Record Date	Payment Date	Dividend Per Share
2013
July 29	October 15	October 29, 2013	$	0.13
May 10	July 16	July 30, 2013	0.12
February 4	April 16	April 30, 2013	0.12
2012
November 20	December 14	January 4, 2013	0.11
July 31	October 15	October 29, 2012	0.11
April 26	July 16	July 30, 2012	0.10
February 23	April 16	April 30, 2012	0.10

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ORGANIZATION (Details)	9 Months Ended
	Sep. 30, 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
Number of real estate properties in portfolio	123
Gross leasable area (in square feet)	127,000,000
Strip/other retail centers
Real estate properties
Number of real estate properties in portfolio	11
Gross leasable area (in square feet)	4,300,000
Stand-alone office buildings
Real estate properties
Number of real estate properties in portfolio	7
Gross leasable area (in square feet)	1,000,000

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Assets:
Land	$ 4,256,685	$ 4,278,471
Buildings and equipment	18,019,187	18,806,858
Less accumulated depreciation	(1,748,222)	(1,440,301)
Construction in progress	399,472	376,529
Net property and equipment	20,927,122	22,021,557
Net investment in real estate	23,388,969	24,887,428
Cash and cash equivalents	603,518	624,815	637,946	572,872
Accounts and notes receivable, net	449,295	260,860
Deferred expenses, net	186,914	179,837
Prepaid expenses and other assets	1,120,285	1,329,465
Total assets	25,748,981	27,282,405
Liabilities and Owners' Equity:
Total liabilities and equity	25,748,981	27,282,405
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners' equity	(8,246,939)	(7,705,020)	(7,772,125)	(8,579,345)
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net	2,461,847	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	2,461,847	2,865,871
Unconsolidated
Assets:
Land	970,599	960,335
Buildings and equipment	8,591,133	7,658,965
Less accumulated depreciation	(2,239,402)	(2,080,361)
Construction in progress	143,440	173,419
Net property and equipment	7,465,770	6,712,358
Investments in unconsolidated joint ventures		1,201,044
Net investment in real estate	7,465,770	7,913,402
Cash and cash equivalents	291,657	485,387
Accounts and notes receivable, net	174,125	167,548
Deferred expenses, net	240,495	298,050
Prepaid expenses and other assets	160,403	140,229
Total assets	8,332,450	9,004,616
Liabilities and Owners' Equity:
Mortgages, notes and loans payable	6,504,341	6,463,377
Accounts payable, accrued expenses and other liabilities	292,652	509,064
Cumulative effect of foreign currency translation ("CFCT")	(17,863)	(158,195)
Owners' equity, excluding CFCT	1,553,320	2,190,370
Total liabilities and equity	8,332,450	9,004,616
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners' equity	1,535,457	2,032,175
Less: joint venture partners' equity	(784,034)	(1,105,457)
Plus: excess investment/basis differences	1,693,578	1,939,153
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net	2,445,001	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	2,461,847	2,865,871
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates	(16,846)
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net	$ 2,445,001	$ 2,865,871

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)

9 Months Ended

Sep. 30, 2013

UNCONSOLIDATED REAL ESTATE AFFILIATES

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

	September 30,			December 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	970,599		$	960,335
Buildings and equipment	8,591,133			7,658,965
Less accumulated depreciation	(2,239,402		)	(2,080,361		)
Construction in progress	143,440			173,419
Net property and equipment	7,465,770			6,712,358
Investments in unconsolidated joint ventures	—			1,201,044
Net investment in real estate	7,465,770			7,913,402
Cash and cash equivalents	291,657			485,387
Accounts and notes receivable, net	174,125			167,548
Deferred expenses, net	240,495			298,050
Prepaid expenses and other assets	160,403			140,229
Total assets	$	8,332,450		$	9,004,616
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	$	6,504,341		$	6,463,377
Accounts payable, accrued expenses and other liabilities	292,652			509,064
Cumulative effect of foreign currency translation (“CFCT”)	(17,863		)	(158,195		)
Owners’ equity, excluding CFCT	1,553,320			2,190,370
Total liabilities and owners’ equity	$	8,332,450		$	9,004,616
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	1,535,457		$	2,032,175
Less: joint venture partners’ equity	(784,034		)	(1,105,457		)
Plus: excess investment/basis differences	1,693,578			1,939,153
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,445,001		$	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	$	2,461,847		$	2,865,871
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates	(16,846		)	—
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,445,001		$	2,865,871

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(Dollars in thousands)						(Dollars in thousands)
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	$	196,941		$	176,020		$	564,339		$	531,995
Tenant recoveries	84,872			74,767			244,161			225,059
Overage rents	7,020			4,553			15,443			12,099
Management and other fees	—			—			—			—
Other	8,075			7,067			22,947			20,923
Total revenues	296,908			262,407			846,890			790,076
Expenses:
Real estate taxes	26,907			23,927			78,516			71,858
Property maintenance costs	8,422			8,838			24,684			27,652
Marketing	3,840			4,080			10,363			10,894
Other property operating costs	44,065			38,898			119,331			114,579
Provision for doubtful accounts	599			1,013			1,861			904
Property management and other costs(1)	13,491			11,388			38,615			36,113
General and administrative	565			427			1,739			1,551
Depreciation and amortization	71,184			62,171			204,895			195,414
Total expenses	169,073			150,742			480,004			458,965
Operating income	127,835			111,665			366,886			331,111
Interest income	390			80			955			533
Interest expense	(73,468		)	(67,652		)	(208,971		)	(211,852		)
Provision for income taxes	(131		)	(221		)	(419		)	(672		)
Equity in income of unconsolidated joint ventures	—			—			—			—
Income from continuing operations	54,626			43,872			158,451			119,120
Discontinued operations	8,774			7,775			26,884			39,738
Allocation to noncontrolling interests	(12		)	(3		)	22			(39		)
Net income attributable to the ventures	$	63,388		$	51,644		$	185,357		$	158,819
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	63,388		$	51,644		$	185,357		$	158,819
Joint venture partners’ share of income	(34,337		)	(30,050		)	(102,078		)	(95,005		)
Amortization of capital or basis differences	(15,067		)	460			(42,114		)	(23,965		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,984		$	22,054		$	41,165		$	39,849

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

Summary of loss calculation

Cash received from acquirers	$	446,322
Note receivable from Rique	151,127
GGP’s investment in Aliansce	(490,388		)
Accumulated foreign currency translation adjustment realized	(109,861		)
Loss on sale of Aliansce	$	(2,800	)

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LITIGATION (Details) (USD $)	9 Months Ended			9 Months Ended	12 Months Ended		9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Urban Litigation	Sep. 30, 2013 HHC	Dec. 31, 2011 Homart Note	Jun. 22, 2011 Homart Note	Sep. 30, 2013 2006 Credit Facility	Dec. 31, 2012 2006 Credit Facility
Litigation
Accrued liability			$ 0
Range of loss			0
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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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Intangible liabilities:
Gross Liability	$ 653,730	$ 750,902
Accumulated Accretion	(262,554)	(256,094)
Balance	391,176	494,808
Remaining Accounts payable and accrued expenses:
Accrued interest	78,920	185,461
Accounts payable and accrued expenses	103,575	147,386
Accrued real estate taxes	108,316	69,955
Deferred gains/income	90,365	99,861
Accrued payroll and other employee liabilities	56,431	34,802
Construction payable	93,645	80,225
Tenant and other deposits	21,627	22,870
Insurance reserve liability	16,671	15,796
Capital lease obligation	12,855	13,292
Conditional asset retirement obligation liability	10,952	12,134
Uncertain tax position liability	5,906	5,873
Other	15,759	29,768
Total remaining Accounts payable and accrued expenses	615,022	717,423
Total Accounts payable and accrued expenses	1,006,198	1,212,231
Below-market tenant leases, net
Intangible liabilities:
Gross Liability	628,706	725,878
Accumulated Accretion	(256,771)	(251,896)
Balance	371,935	473,982
Above-market office lessee leases, net
Intangible liabilities:
Gross Liability	15,268	15,268
Accumulated Accretion	(4,696)	(3,393)
Balance	10,572	11,875
Above-market ground leases, net
Intangible liabilities:
Gross Liability	9,756	9,756
Accumulated Accretion	(1,087)	(805)
Balance	$ 8,669	$ 8,951

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Management Fees and Other Corporate Revenues
Percentage of revenue earned from joint venture reported as management fees			100.00%
Management fees from affiliates	$ 17,324	$ 17,565	$ 50,463	$ 54,445
Management fee expense	(6,534)	(5,375)	(18,651)	(17,054)
Net management fees from affiliates	10,790	12,190	31,812	37,391
Impairment
Gain (loss) on extinguishment of debt			(36,478)
Amount of impairments recognized related to investments in unconsolidated real estate affiliates	0	0	0	0
Continuing operations
Impairment
Impairment charges	0	32,100	0	32,100
Continuing operations | Regional Malls
Impairment
Number of impaired operating properties		1		1
Discontinuing operations
Impairment
Impairment charges		66,200	5,000	76,600
Number of impaired operating properties		2	2	4
Gain (loss) on extinguishment of debt			25,894
Discontinuing operations | Regional Malls sold through lender directed sale
Impairment
Number of impaired operating properties			1
Gain (loss) on extinguishment of debt			$ 25,900
Discontinuing operations | Office Properties
Impairment
Number of impaired operating properties		2		2
Discontinuing operations | Regional Malls
Impairment
Number of impaired operating properties		2		2

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2013

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 17 SUBSEQUENT EVENTS

According to Sandeep Mathrani’s employment agreement that was entered into in October 2010 and amended on October 31, 2012, he was granted 1,500,000 shares of restricted common stock, which vest one third on the first anniversary and two thirds on third anniversary of the grant date. On October 31, 2013, the Compensation Committee amended the vesting provision set forth in the employment agreement so  that the remaining 1,000,000 shares of restricted stock vest in November 2014. There was no change in compensation expense as a result of the award vesting modification.

On October 28, 2013, our Board of Directors declared a third quarter common stock dividend of $0.14 per share of common stock payable on January 2, 2014, to stockholders of record on December 13, 2013.

On October 28, 2013, our Board of Directors declared a third quarter Preferred Stock dividend of $0.3984 per share of Preferred Stock payable on January 2, 2014, to stockholders of record on December 13, 2013.

On October 24, 2013, the Company acquired 200 Lafayette Street in New York, New York for $148.8 million.

On October 23, 2013, the Company amended the Facility. As part of this amendment, the Company extended the maturity date from April 2016 to October 2018. The Facility is unsecured. The interest rate for borrowings has decreased from the range LIBOR plus 200 to 275 to the range LIBOR plus 132.5 to 195 basis points, which is determined by the Company’s leverage level.

On October 18, 2013, the Company sold Eden Prairie Mall in Eden Prairie, Minnesota for $100.0 million. The Company netted approximately $19.0 million in proceeds after closing costs and the repayment of approximately $71.6 million of mortgage note secured by the property.

On October 9, 2013, the Company acquired 830 North Michigan Avenue in Chicago, Illinois for $166.0 million.

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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)	Common Stock in Treasury	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 income (loss)	(513,552)				(513,437)			(115)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(7,035)							(7,035)
Restricted stock grants, net of forfeitures (7,240 and (48,125) common shares for the nine months ended September 30, 2013 and 2012, respectively)	6,632			6,632
Employee stock purchase program (112,371 and 98,076 common shares for the nine months ended September 30, 2013 and 2012, respectively)	1,605	1		1,604
Stock option grants, net of forfeitures (314,167 and 396,064 common shares for the nine months ended September 30, 2013 and 2012, respectively)	7,561	4		7,557
Cash dividends reinvested (DRIP) in stock (21,106 and 2,866,019 common shares for the nine months ended September 30, 2013 and 2012, respectively)	43,839	29		43,810
Other comprehensive loss	(34,253)					(34,253)
Cash distributions declared ($0.37 and $0.31 per share for the nine months ended September 30, 2013 and 2012, respectively)	(290,797)				(290,797)
Cash redemptions for common units in excess of carrying value	(409)			(409)
Fair value adjustment for noncontrolling interest in Operating Partnership	(46,855)			(46,855)
Dividend for RPI Spin-off	26,044				26,044
Balance at Sep. 30, 2012	7,772,125	9,387		10,417,657	(2,661,759)	(82,026)		88,866
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 income (loss)	227,483				225,337			2,146
Issuance of Preferred Stock, net of issuance costs	242,042		242,042
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(2,620)							(2,620)
Restricted stock grants, net of forfeitures (7,240 and (48,125) common shares for the nine months ended September 30, 2013 and 2012, respectively)	7,148			7,148
Employee stock purchase program (112,371 and 98,076 common shares for the nine months ended September 30, 2013 and 2012, respectively)	2,247			2,247
Stock option grants, net of forfeitures (314,167 and 396,064 common shares for the nine months ended September 30, 2013 and 2012, respectively)	31,181	3		31,178
Treasury stock purchases (28,345,108 common shares for the nine months ended September 30, 2013 respectively)	(566,863)						(566,863)
Cash dividends reinvested (DRIP) in stock (21,106 and 2,866,019 common shares for the nine months ended September 30, 2013 and 2012, respectively)	446			446
Other comprehensive loss before reclassifications	(55,768)					(55,768)
Amounts reclassified from Accumulated Other Comprehensive Loss	109,861					109,861
Cash distributions declared ($0.37 and $0.31 per share for the nine months ended September 30, 2013 and 2012, respectively)	(343,795)				(343,795)
Cash distributions on Preferred Stock	(10,094)				(10,094)
Cash redemptions for common units in excess of carrying value	(1,428)			(1,428)
Fair value adjustment for noncontrolling interest in Operating Partnership	6,566			6,566
Common stock warrants	895,513			895,513
Balance at Sep. 30, 2013	$ 8,246,939	$ 9,395	$ 242,042	$ 11,374,117	$ (2,861,339)	$ (33,261)	$ (566,863)	$ 82,848

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows provided by Operating Activities:
Net income (loss)	$ 236,044	$ (507,201)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(41,165)	(39,849)
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment, net	(648)
Distributions received from Unconsolidated Real Estate Affiliates	36,334	30,021
Provision for doubtful accounts	3,651	3,264
Depreciation and amortization	579,835	621,388
Amortization/write-off of deferred finance costs	6,900	3,576
Accretion/write-off of debt market rate adjustments	7,395	(42,446)
Amortization of intangibles other than in-place leases	65,335	79,504
Straight-line rent amortization	(36,760)	(51,049)
Deferred income taxes	(653)
Gain on dispositions, net	838	(13,037)
Gains from changes in control of investment properties	(219,784)	(18,547)
Gain on extinguishment of debt	(25,894)	(9,911)
Provisions for impairment	4,975	118,588
Warrant liability adjustment	40,546	413,081
Net changes:
Accounts and notes receivable	12,056	31,041
Prepaid expenses and other assets	(987)	(1,104)
Deferred expenses	(31,015)	(34,838)
Restricted cash	14,430	62,652
Accounts payable and accrued expenses	(62,653)	(48,870)
Other, net	17,433	10,994
Net cash provided by operating activities	606,213	607,257
Cash Flows provided by (used in) Investing Activities:
Acquisition of real estate and property additions	(149,327)	(376,967)
Development of real estate and property improvements	(316,715)	(207,279)
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	872,307	194,269
Deposits paid for acquisitions	(90,000)
Contributions to Unconsolidated Real Estate Affiliates	(73,165)	(62,139)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	172,460	289,366
Decrease in restricted cash	8,467	6,195
Net cash provided by (used in) investing activities	424,027	(156,555)
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	5,067,622	3,892,525
Principal payments on mortgages, notes and loans payable	(4,839,289)	(4,022,632)
Deferred finance costs	(18,484)	(27,254)
Net proceeds from issuance of Preferred Stock	242,042
Purchase of Warrants	(633,229)
Treasury stock purchases	(566,863)
Distributions to noncontrolling interests in consolidated real estate affiliates	(2,620)
Cash distributions paid to common stockholders	(328,742)	(281,089)
Cash distributions reinvested (DRIP) in common stock	446	43,839
Cash distributions paid to preferred stockholders	(6,109)
Cash distributions paid to holders of common units	(4,756)	(1,543)
Other, net	38,445	10,526
Net cash used in financing activities	(1,051,537)	(385,628)
Net change in cash and cash equivalents	(21,297)	65,074
Cash and cash equivalents at beginning of period	624,815	572,872
Cash and cash equivalents at end of period	603,518	637,946
Supplemental Disclosure of Cash Flow Information:
Interest paid	661,295	631,844
Interest capitalized	7,356	780
Income taxes paid	5,555	2,598
Accrued capital expenditures included in accounts payable and accrued expenses	95,282	88,598
Non-Cash Transactions:
Notes receivable related to sale of investment property and Aliansce	151,127	17,000
Gain on investment in Unconsolidated Real Estate Affiliates	648
Amendment of warrant agreement	895,513
Rouse Properties, Inc. Dividend:
Non-cash dividend for RPI Spin-off		(26,044)
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)
Liabilities and equity	19,412
RPI
Non-Cash Sale of Property
Assets		63,672
Liabilities and equity		$ (63,672)

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ACQUISITIONS AND JOINT VENTURE ACTIVITY

9 Months Ended

Sep. 30, 2013

ACQUISITIONS AND JOINT VENTURE ACTIVITY

ACQUISITIONS AND JOINT VENTURE ACTIVITY

NOTE 3        ACQUISITIONS AND JOINT VENTURE ACTIVITY

On June 28, 2013, we acquired the remaining 50% interest in Quail Springs Mall, previously held by our joint venture partner, for total consideration of $90.2 million, which included $55.5 million of cash and the assumption of the remaining 50% of debt.  The investment property was previously recorded under the equity method of accounting and is now consolidated.  The acquisition resulted in a remeasurement of the net assets acquired to fair value.  We recorded Gains from changes in control of investment properties in our Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2013, since the fair value of the net assets acquired was greater than our investment in the Unconsolidated Real Estate Affiliate and the cash paid to acquire our joint venture partner’s interest.  The table below summarizes the gain calculation:

Total fair value of net assets acquired	$	110,893
Previous investment in Quail Springs Mall	(35,610		)
Cash paid to acquire our joint venture partner’s interest	(55,507		)
Gains from changes in control of investment properties	$	19,776

The following table summarizes the allocation of the purchase price to the net assets acquired at the date of acquisition.  These allocations were based on the relative fair values of the assets acquired and liabilities assumed.

Investment in real estate, including intangible assets and liabilities	$	186,627
Fair value of debt	(77,204		)
Net working capital	1,470
Net assets acquired	$	110,893

On May 16, 2013, we formed a joint venture with TIAA-CREF Global Investments, LLC (“TIAACREF”) that holds 100% of The Grand Canal Shoppes and The Shoppes at The Palazzo.  We received $411.5 million in cash, net of debt assumed, and TIAACREF received a 49.9% economic interest in the joint venture.  We recorded Gains from changes in control of investment properties of $200.0 million on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2013, as a result of this transaction.  We are the general partner, however we account for the joint venture under the equity method of accounting because we share control over major decisions with TIAACREF and TIAACREF has substantive participating rights.  The table below summarizes the gain calculation:

Cash received from joint venture partner	$	411,476
Proportionate share of previous investment in The Grand Canal Shoppes and The Shoppes at The Palazzo	(211,468		)
Gain from change in control of investment property	$	200,008

On April 5, 2012, we acquired the remaining 49% interest in The Oaks and Westroads, previously held by our joint venture partner for total consideration of $191.1 million, which included $98.3 million of cash and the assumption of the remaining 49% of debt and net working capital.  The joint venture properties were previously recorded under the equity method of accounting and are now consolidated.  The acquisition resulted in a remeasurement of the net assets acquired to fair value.  We recorded Gains from changes in control of investment properties of $18.5 million for the nine months ended September 30, 2012, since the fair value of the net assets acquired was greater than our investment in the Unconsolidated Real Estate Affiliate and the cash paid to acquire the joint venture partner’s interest.

Our acquisition of the remaining interests in Quail Springs Mall and the formation of the joint venture with TIAACREF constitute the Gains from changes in control of investment properties for the nine months ended September 30, 2013.  Our acquisition of The Oaks and Westroads in 2012 combine to represent the Gains from changes in control of investment properties for the nine months ended September 30, 2012.  These amounts are recognized for their respective year on our Consolidated Statements of Operations and Comprehensive Income (Loss).

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ORGANIZATION

9 Months Ended

Sep. 30, 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 properties, which are predominantly located throughout the United States.  As of September 30, 2013, our portfolio was comprised of 123 regional malls comprising approximately 127 million square feet of gross leasable area (“GLA”).  In addition to regional malls, as of September 30, 2013, we owned 11 strip/other retail centers totaling 4.3 million square feet, primarily in the Western region of the United States, as well as seven stand-alone office buildings totaling approximately 1 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 September 30, 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 has common units of limited partnership (“Common Units”), which are redeemable for cash or, at our option, shares of GGP common stock.  It also has preferred units of limited partnership interest (“Preferred Units”), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock (“Convertible Preferred Units”) (Note 10).

In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through General Growth Management, Inc. (“GGMI”) and General Growth Services, Inc. (“GGSI”).  GGMI and GGSI are taxable REIT subsidiaries (“TRS”s), which provide management, leasing, and other services for our Unconsolidated Real Estate Affiliates (defined below).  GGMI and GGSI provide various services, including business development, tenant coordination, marketing, and strategic partnership services at all of our Consolidated Properties, as defined below.  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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended	9 Months Ended
	Dec. 31, 2012	Sep. 30, 2013 Minimum Properties	Sep. 30, 2013 Minimum Buildings and improvements	Sep. 30, 2013 Minimum Equipment and fixtures	Sep. 30, 2013 Maximum Properties	Sep. 30, 2013 Maximum Buildings and improvements	Sep. 30, 2013 Maximum Equipment and fixtures
Reclassifications
Prior period reclassification from acquisition/development of real estate and property additions/developments	$ 584.2
Prior period reclassification to acquisition of real estate and property additions	377.0
Prior period reclassification to development of real estate and property improvements	$ 207.2
Properties
Estimated useful lives		10 years	10 years	3 years	30 years	45 years	20 years

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ACQUISITIONS AND JOINT VENTURE ACTIVITY (Tables)

9 Months Ended

Sep. 30, 2013

The Grand Canal Shoppes and The Shoppes at The Palazzo

ACQUISITIONS AND JOINT VENTURE ACTIVITY

Schedule of gains from changes in control of investment properties recognized on the entity's Consolidated Statements of Operations and Comprehensive Income (Loss)

Cash received from joint venture partner	$	411,476
Proportionate share of previous investment in The Grand Canal Shoppes and The Shoppes at The Palazzo	(211,468		)
Gain from change in control of investment property	$	200,008

Quail Springs Mall

ACQUISITIONS AND JOINT VENTURE ACTIVITY

Schedule of gains from changes in control of investment properties recognized on the entity's Consolidated Statements of Operations and Comprehensive Income (Loss)

Total fair value of net assets acquired	$	110,893
Previous investment in Quail Springs Mall	(35,610		)
Cash paid to acquire our joint venture partner’s interest	(55,507		)
Gains from changes in control of investment properties	$	19,776

Summary of preliminary allocation of purchase price to net assets acquired at the date of acquisition

Investment in real estate, including intangible assets and liabilities	$	186,627
Fair value of debt	(77,204		)
Net working capital	1,470
Net assets acquired	$	110,893

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MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

9 Months Ended

Sep. 30, 2013

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of Mortgages, notes and loans payable

	September 30,		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	$	13,894,327	4.56	%	$	14,225,011	4.88	%
Corporate and other unsecured loans	14,298		4.41	%	729,590		6.51	%
Total fixed-rate debt	13,908,625		4.56	%	14,954,601		4.96	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	1,600,000		2.64	%	1,012,265		3.42	%
Corporate revolver	55,000		4.50	%	—		0.00	%
Total variable-rate debt	1,655,000		2.70	%	1,012,265		3.42	%
Total Mortgages, notes and loans payable	$	15,563,625	4.36	%	$	15,966,866	4.86	%
Junior Subordinated Notes	$	206,200	1.72	%	$	206,200	1.76	%

(1) Includes net ($2.7) 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 net ($23.3) million of debt market rate adjustments.

(4) Properties provide mortgage collateral as guarantors.  $1.5 billion of the balance is cross-collateralized.

Schedule of unsecured debt obligations

	September 30,		Weighted-Average		December 31,		Weighted-Average
	2013(2)		Interest Rate		2012 (3)		Interest Rate
Unsecured debt:
Unsecured Corporate Bonds - 2010 Indenture	$	—	—		$	608,688	6.75	%
HHC Note(1)	14,747		4.41	%	19,347		4.41	%
Unsecured Corporate Bonds - 1995 Indenture	—		—		91,786		5.38	%
Corporate revolver	55,000		4.50	%	—		—
Total unsecured debt	$	69,747	4.48	%	$	719,821	6.51	%

(1) Matures in December 2015.

(2) Excludes a market rate discount of $0.4 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets.  The market rate discount amortizes as an addition to interest expense over the life of the loan.

(3) Excludes a net market rate premium of $9.8 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.

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PREPAID EXPENSES AND OTHER ASSETS (Tables)

9 Months Ended

Sep. 30, 2013

PREPAID EXPENSES AND OTHER ASSETS

Components of prepaid expenses and other assets

	September 30, 2013							December 31, 2012
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	1,043,588	$	(455,549	)	$	588,039	$	1,230,117	$	(425,837	)	$	804,280
Below-market ground leases, net	164,063		(12,539		)	151,524		169,539		(9,825		)	159,714
Real estate tax stabilization agreement, net	111,506		(18,256		)	93,250		111,506		(13,523		)	97,983
Total intangible assets	$	1,319,157	$	(486,344	)	$	832,813	$	1,511,162	$	(449,185	)	$	1,061,977
Remaining Prepaid expenses and other assets:
Security and escrow deposits						195,581							181,481
Prepaid expenses						70,618							54,514
Other non-tenant receivables						5,988							12,450
Deferred tax, net of valuation allowances						1,118							902
Other						14,167							18,141
Total remaining Prepaid expenses and other assets						287,472							267,488
Total Prepaid expenses and other assets						$	1,120,285						$	1,329,465

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WARRANTS (Details 2) (USD $)	0 Months Ended	9 Months Ended	12 Months Ended																9 Months Ended
	Mar. 28, 2013	Sep. 30, 2013 warrant	Dec. 31, 2012	Jul. 16, 2013 warrant	Apr. 16, 2013 warrant	Dec. 14, 2012 warrant	Oct. 15, 2012 warrant	Jul. 16, 2012 warrant	Apr. 16, 2012 warrant	Mar. 26, 2013 GGPLP	Jan. 28, 2013 GGPLP warrant	Jan. 28, 2013 Fairholme GGPLP	Jan. 28, 2013 Blackstone. GGPLP	Jan. 28, 2013 The Brookfield Investor	Mar. 28, 2013 Minimum	Dec. 31, 2012 Minimum	Mar. 28, 2013 Maximum	Dec. 31, 2012 Maximum	Sep. 30, 2013 Fair Value Measurements, Recurring Significant Unobservable Inputs (Level 3)	Sep. 30, 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		83,945,892	83,443,178	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	413,081,000
Purchase of warrants by GGLP																			(633,229,000)
Reclassification to equity		(895,513,000)																	(895,513,000)
Balance at the end of the period																				1,399,043,000
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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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues:
Minimum rents	$ 392,934	$ 394,736	$ 1,190,291	$ 1,154,657
Tenant recoveries	180,614	180,590	546,969	531,649
Overage rents	9,970	13,420	27,864	34,605
Other	19,841	16,191	55,918	49,158
Total revenues	620,695	622,760	1,871,617	1,825,715
Expenses:
Real estate taxes	60,433	57,870	185,417	170,525
Property maintenance costs	14,354	16,673	53,600	55,889
Marketing	5,772	7,861	18,059	21,833
Other property operating costs	97,057	99,165	273,985	278,625
Provision for doubtful accounts	1,064	1,173	3,620	2,631
Property management and other costs	41,458	38,776	123,380	119,014
General and administrative	10,522	10,045	34,578	31,601
Depreciation and amortization	192,605	203,986	579,360	598,963
Total expenses	423,265	467,649	1,271,999	1,311,181
Operating income	197,430	155,111	599,618	514,534
Interest income	577	765	1,726	2,300
Interest expense	(178,438)	(200,183)	(567,094)	(594,249)
Provision for income taxes	287	(2,449)	(1,236)	(5,553)
Income (loss) from continuing operations	31,040	(148,083)	217,587	(437,653)
Discontinued operations, net	(186)	(58,525)	18,457	(69,548)
Allocation to noncontrolling interests	(3,371)	(1,279)	(10,707)	(6,236)
Net income (loss) attributable to common stockholders	23,499	(207,887)	215,243	(513,437)
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the venture	23,499	(207,887)	215,243	(513,437)
Equity in income of Unconsolidated Real Estate Affiliates	13,984	22,054	41,165	39,849
Regional Malls
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of real estate properties in portfolio	123		123
Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	196,941	176,020	564,339	531,995
Tenant recoveries	84,872	74,767	244,161	225,059
Overage rents	7,020	4,553	15,443	12,099
Other	8,075	7,067	22,947	20,923
Total revenues	296,908	262,407	846,890	790,076
Expenses:
Real estate taxes	26,907	23,927	78,516	71,858
Property maintenance costs	8,422	8,838	24,684	27,652
Marketing	3,840	4,080	10,363	10,894
Other property operating costs	44,065	39,898	119,331	114,579
Provision for doubtful accounts	599	1,013	1,861	904
Property management and other costs	13,491	11,388	38,615	36,113
General and administrative	565	427	1,739	1,551
Depreciation and amortization	71,184	62,171	204,895	195,414
Total expenses	169,073	150,742	480,004	458,965
Operating income	127,835	111,665	366,886	331,111
Interest income	390	80	955	533
Interest expense	(73,468)	(67,652)	(208,971)	(211,852)
Provision for income taxes	(131)	(221)	(419)	(672)
Income (loss) from continuing operations	54,626	43,872	158,451	119,120
Discontinued operations, net	8,774	7,775	26,884	39,738
Allocation to noncontrolling interests	(12)	(3)	22	(39)
Net income (loss) attributable to common stockholders	63,388	51,644	185,357	158,819
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the venture	63,388	51,644	185,357	158,819
Joint venture partners' share of income	(34,337)	(30,050)	(102,078)	(95,005)
Amortization of capital or basis differences	(15,067)	460	(42,114)	(23,965)
Equity in income of Unconsolidated Real Estate Affiliates	$ 13,984	$ 22,054	$ 41,165	$ 39,849
Unconsolidated Real Estate Affiliates | United States
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of joint ventures in which the entity holds interest	20		20
Unconsolidated Real Estate Affiliates | Brazil
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of joint ventures in which the entity holds interest	1		1
Unconsolidated Real Estate Affiliates | Regional Malls | United States
Equity In Income of Unconsolidated Real Estate Affiliates:
Number of real estate properties in portfolio	31		31

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ACQUISITIONS AND JOINT VENTURE ACTIVITY (Details 2) (The Grand Canal Shoppes and The Shoppes at The Palazzo, USD $) In Thousands, unless otherwise specified	0 Months Ended
	May 16, 2013
Joint venture
Ownership percentage in investment properties by joint venture	100.00%
Gains from changes in control of investment properties recognized
Cash received from joint venture	$ 411,476
Proportionate share of previous investment in The Grand Canal Shoppes and The Shoppes at The Palazzo	(211,468)
Gain from change in control of investment property	$ 200,008
TIAACREF
Joint venture
Percentage of economic interest in joint venture received by Co-venture	49.90%

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 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	966,959,503	939,049,318
Common stock, shares outstanding	911,159,094	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
Common stock in treasury, cost	28,345,108	0

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UNCONSOLIDATED REAL ESTATE AFFILIATES

9 Months Ended

Sep. 30, 2013

UNCONSOLIDATED REAL ESTATE AFFILIATES

UNCONSOLIDATED REAL ESTATE AFFILIATES

NOTE 6        UNCONSOLIDATED REAL ESTATE AFFILIATES

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

	September 30,			December 31,
	2013			2012
	(Dollars in thousands)
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	970,599		$	960,335
Buildings and equipment	8,591,133			7,658,965
Less accumulated depreciation	(2,239,402		)	(2,080,361		)
Construction in progress	143,440			173,419
Net property and equipment	7,465,770			6,712,358
Investments in unconsolidated joint ventures	—			1,201,044
Net investment in real estate	7,465,770			7,913,402
Cash and cash equivalents	291,657			485,387
Accounts and notes receivable, net	174,125			167,548
Deferred expenses, net	240,495			298,050
Prepaid expenses and other assets	160,403			140,229
Total assets	$	8,332,450		$	9,004,616
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	$	6,504,341		$	6,463,377
Accounts payable, accrued expenses and other liabilities	292,652			509,064
Cumulative effect of foreign currency translation (“CFCT”)	(17,863		)	(158,195		)
Owners’ equity, excluding CFCT	1,553,320			2,190,370
Total liabilities and owners’ equity	$	8,332,450		$	9,004,616
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	1,535,457		$	2,032,175
Less: joint venture partners’ equity	(784,034		)	(1,105,457		)
Plus: excess investment/basis differences	1,693,578			1,939,153
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,445,001		$	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	$	2,461,847		$	2,865,871
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates	(16,846		)	—
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	2,445,001		$	2,865,871

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(Dollars in thousands)						(Dollars in thousands)
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	$	196,941		$	176,020		$	564,339		$	531,995
Tenant recoveries	84,872			74,767			244,161			225,059
Overage rents	7,020			4,553			15,443			12,099
Management and other fees	—			—			—			—
Other	8,075			7,067			22,947			20,923
Total revenues	296,908			262,407			846,890			790,076
Expenses:
Real estate taxes	26,907			23,927			78,516			71,858
Property maintenance costs	8,422			8,838			24,684			27,652
Marketing	3,840			4,080			10,363			10,894
Other property operating costs	44,065			38,898			119,331			114,579
Provision for doubtful accounts	599			1,013			1,861			904
Property management and other costs(1)	13,491			11,388			38,615			36,113
General and administrative	565			427			1,739			1,551
Depreciation and amortization	71,184			62,171			204,895			195,414
Total expenses	169,073			150,742			480,004			458,965
Operating income	127,835			111,665			366,886			331,111
Interest income	390			80			955			533
Interest expense	(73,468		)	(67,652		)	(208,971		)	(211,852		)
Provision for income taxes	(131		)	(221		)	(419		)	(672		)
Equity in income of unconsolidated joint ventures	—			—			—			—
Income from continuing operations	54,626			43,872			158,451			119,120
Discontinued operations	8,774			7,775			26,884			39,738
Allocation to noncontrolling interests	(12		)	(3		)	22			(39		)
Net income attributable to the ventures	$	63,388		$	51,644		$	185,357		$	158,819
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	63,388		$	51,644		$	185,357		$	158,819
Joint venture partners’ share of income	(34,337		)	(30,050		)	(102,078		)	(95,005		)
Amortization of capital or basis differences	(15,067		)	460			(42,114		)	(23,965		)
Equity in income of Unconsolidated Real Estate Affiliates	$	13,984		$	22,054		$	41,165		$	39,849

(1) 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 20 domestic joint ventures, comprising 31 regional malls, and one international joint venture, comprising one property 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 September 16, 2013, we contributed $40.3 million to a joint venture that acquired a portfolio comprised of two properties in the Union Square area of San Francisco, California.  We have a 50% interest in the joint venture and account for the joint venture under the equity method of accounting because we share control over major decisions with our joint venture partner, which has substantive participating rights.

Aliansce Shopping Centers S.A.

On September 30, 2013, we closed on the sale of our investment in Aliansce Shopping Centers, S.A. (“Aliansce”) to Canada Pension Plan Investment Board and Rique Empreendimentos e Participacoes Ltda. (“Rique”), which includes a member of Aliansce management.  The sale of the stock resulted in a loss of $2.8 million on our investment in the Unconsolidated Real Estate Affiliate, including the realization of accumulated foreign currency translation losses and a note receivable issued to Rique.  The note receivable is recorded in Accounts and notes receivable on the Consolidated Balance Sheets at September 30, 2013. The note receivable is denominated in Brazilian reais, bears interest at an effective interest rate of approximately 14%, is collateralized by shares of common stock of Aliansce, and requires annual principal and interest payments over the five year term.

The disposition is recorded as discontinued operations within Equity in Income of Unconsolidated Real Estate Affiliates in the table above.  The table below summarizes the loss calculation:

Cash received from acquirers	$	446,322
Note receivable from Rique	151,127
GGP’s investment in Aliansce	(490,388		)
Accumulated foreign currency translation adjustment realized	(109,861		)
Loss on sale of Aliansce	$	(2,800	)

As of September 30, 2013, we still hold a 35% noncontrolling interest in a large regional mall, Shopping Leblon, in Rio de Janeiro, Brazil which is accounted for under the equity method.

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 September 30, 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 $90.9 million at one property as of September 30, 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 them, could be reduced to the extent of such deficiencies.  As of September 30, 2013, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Amount reclassified from accumulated other comprehensive loss into net income attributable to common stockholders	$ 109.9	$ 109.9

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EARNINGS PER SHARE (Details 2) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)	6,417,000	75,447,000	53,403,000	67,878,000
Repurchase of common share considered as treasury shares			28,345,108
Consideration for repurchase of common share			$ 566,863
GGPLP
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)			27,459,195
Repurchase of common share considered as treasury shares	28,345,108
Consideration for repurchase of common share	$ 566,900
Common Units
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)	6,417,000	6,860,000	6,469,000	6,855,000
Stock Options
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)		2,897,000		2,242,000
Warrant
Effect of anti-dilutive Securities
Anti-dilutive securities (in shares)		65,690,000	46,934,000	58,781,000

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Investment in real estate:
Land	$ 4,256,685	$ 4,278,471
Buildings and equipment	18,019,187	18,806,858
Less accumulated depreciation	(1,748,222)	(1,440,301)
Construction in progress	399,472	376,529
Net property and equipment	20,927,122	22,021,557
Investment in and loans to/from Unconsolidated Real Estate Affiliates	2,461,847	2,865,871
Net investment in real estate	23,388,969	24,887,428
Cash and cash equivalents	603,518	624,815
Accounts and notes receivable, net	449,295	260,860
Deferred expenses, net	186,914	179,837
Prepaid expenses and other assets	1,120,285	1,329,465
Total assets	25,748,981	27,282,405
Liabilities:
Mortgages, notes and loans payable	15,563,625	15,966,866
Investment in and loans to/from Unconsolidated Real Estate Affiliates	16,846
Accounts payable and accrued expenses	1,006,198	1,212,231
Dividend payable	125,324	103,749
Deferred tax liabilities	27,704	28,174
Tax indemnification liability	303,586	303,750
Junior subordinated notes	206,200	206,200
Warrant liability		1,488,196
Total liabilities	17,249,483	19,309,166
Redeemable noncontrolling interests:
Preferred	128,772	136,008
Common	123,787	132,211
Total redeemable noncontrolling interests	252,559	268,219
Commitments and Contingencies
Equity:
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 966,959,503 issued, 911,159,094 outstanding as of September 30, 2013, and 939,049,318 shares issued and outstanding as of December 31, 2012	9,395	9,392
Preferred Stock: 500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2013 and none issued and outstanding as of December 31, 2012	242,042
Additional paid-in capital	11,374,117	10,432,447
Retained earnings (accumulated deficit)	(2,861,339)	(2,732,787)
Accumulated other comprehensive loss	(33,261)	(87,354)
Common stock in treasury, at cost, 28,345,108 shares as of September 30, 2013 and none at December 31, 2012	(566,863)
Total stockholders' equity	8,164,091	7,621,698
Noncontrolling interests in consolidated real estate affiliates	82,848	83,322
Total equity	8,246,939	7,705,020
Total liabilities and equity	$ 25,748,981	$ 27,282,405

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 3) (USD $)	3 Months Ended	9 Months Ended						0 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Regional Malls item	Sep. 30, 2013 Shopping Leblon, in Rio de Janeiro Regional Malls	Sep. 30, 2013 Unconsolidated property	Dec. 31, 2012 Unconsolidated property	Sep. 30, 2013 Unconsolidated Aliansce Shopping Centers S.A	Sep. 16, 2013 Consolidated Properties Union Square area property
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio				123					2
Payment to acquire join venture									$ 40,300,000
Ownership interest in joint venture (as a percent)					35.00%				50.00%
Effective interest rate (as a percent)								14.00%
Term of note								5 years
Cash received from acquirers								446,322,000
Notes receivable from Rique		151,127,000	17,000,000					151,127,000
GGP's investment in Aliansce							(1,201,044,000)	(490,388,000)
Accumulated foreign currency translation adjustment realized	109,900,000	109,900,000						(109,861,000)
Loss on sale of Aliansce	(2,800,000)	648,000						(2,800,000)
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						$ 90,900,000	$ 91,800,000
Number of unconsolidated properties with retained debt						1	1

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

9 Months Ended

Sep. 30, 2013

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

Summary of operations of the properties included in discontinued operations

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Retail and other revenue	$	114		$	15,271		$	1,628		$	70,730
Total revenues	114			15,271			1,628			70,730
Retail and other operating expenses	279			15,526			1,766			56,233
Provisions for impairment and other gains	—			66,188			4,975			76,581
Total expenses	279			81,714			6,741			132,814
Operating income (loss)	(165		)	(66,443		)	(5,113		)	(62,084		)
Interest expense, net	62			(5,294		)	(1,475		)	(20,478		)
Gain on debt extinguishment	—			—			25,894			—
Net income (loss) from operations	(103		)	(71,737		)	19,306			(82,562		)
Provision for income taxes	—			—			—			(23		)
Losses on dispositions	(83		)	13,212			(849		)	13,037
Net (loss) income from discontinued operations	$	(186	)	$	(58,525	)	$	18,457		$	(69,548	)

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LITIGATION

9 Months Ended

Sep. 30, 2013

LITIGATION

LITIGATION

NOTE 15 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.  On June 24, 2013, the court held oral argument on the parties’ cross-motions for partial summary judgment. The court has scheduled a status conference for November 7, 2013, and has indicated that a decision on the motions will be forthcoming by that date. At this time, no new trial date has been scheduled. As a result of our consideration of the risks associated with this matter as well as discussions with counsel, the Company has concluded that we cannot reasonably estimate a possible range of potential loss related to the Urban Plaintiffs’ lawsuit due to the broad spectrum of monetary and non-monetary remedies that may result from the outcome of the matter and the difficulty in calculating and allocating damages (if any) among the defendants.  Therefore, no liability has been accrued and no range of loss has been disclosed as of September 30, 2013.

John Schreiber, one of our former 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 GGPLP 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 through 2011 with respect to MPC Taxes.  We have accrued $303.6 million as of September 30, 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 September 30, 2013, and December 31, 2012.  As a result of our consideration of the risks associated with this matter, as well as discussions with counsel, the Company believes that the aggregate liability recorded of $325.2 million represents management’s best estimate of our liability as of September 30, 2013 and that the probability that we will incur a loss in excess of this amount is remote.  It is possible that we may make payments on the tax indemnification liability in the next twelve months.  We do not expect that these payments will exceed the tax indemnification liability accrued as of September 30, 2013.

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ACQUISITIONS AND JOINT VENTURE ACTIVITY (Details) (Quail Springs Mall, USD $)	0 Months Ended
	Jun. 28, 2013
Quail Springs Mall
Acquisitions
Ownership interest acquired (as a percent)	50.00%
Consideration for acquisition	$ 90,200,000
Remaining percentage of debt assumed	50.00%
Gain calculation
Total fair value of net assets acquired	110,893,000
Previous investment in joint venture	(35,610,000)
Cash paid to acquire our joint venture partner's interest	(55,507,000)
Gain from change in control of investment property	19,776,000
Preliminary allocation of the purchase price to the net assets acquired at the date of acquisition
Investment in real estate, including intangible assets and liabilities	186,627,000
Fair value of debt	(77,204,000)
Net working capital	1,470,000
Net assets acquired	$ 110,893,000

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WARRANTS (Details) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended										9 Months Ended
	Sep. 30, 2013 warrant	Jul. 16, 2013 warrant	Apr. 16, 2013 warrant	Dec. 14, 2012 warrant	Oct. 15, 2012 warrant	Jul. 16, 2012 warrant	Apr. 16, 2012 warrant	Sep. 30, 2013 The Brookfield Investor warrant	Dec. 31, 2012 The Brookfield Investor Pershing Square	Sep. 30, 2013 Blackstone. warrant	Sep. 30, 2013 Fairholme warrant	Sep. 30, 2013 Pershing Square warrant	Dec. 31, 2012 Pershing Square	Jul. 16, 2013 The Brookfield Investor and Blackstone	Apr. 16, 2013 The Brookfield Investor and Blackstone	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	Jul. 16, 2013 Fairholme, Pershing Square and Blackstone	Apr. 16, 2013 Fairholme, Pershing Square 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	83,945,892	83,443,178	134,640,000	133,884,000	133,116,000	132,372,000
Exercise price (in dollars per share)	$ 10.63							$ 10.75		$ 10.75	$ 10.50	$ 10.50	$ 9.36	$ 9.47	$ 9.53	$ 9.58	$ 9.64	$ 9.69	$ 9.75	$ 9.25	$ 9.30	$ 9.36	$ 9.41	$ 9.47	$ 9.52
Exercise price (in dollars per share)								$ 9.42		$ 10.50
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					10,000,000

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Commitments and contingencies
Contractual rental expense, including participation rent	$ 3,396	$ 3,411	$ 10,456	$ 10,200
Contractual rent expense, including participation rent and excluding amortization of above-and below-market ground leases and straight-line rent	$ 2,190	$ 2,141	$ 6,798	$ 6,387

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2013

COMMITMENTS AND CONTINGENCIES

Summary of contractual rental expenses

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Contractual rent expense, including participation rent	$	3,396	$	3,411	$	10,456	$	10,200
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	2,190		2,141		6,798		6,387

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2013

EARNINGS PER SHARE

Information related to EPS calculation

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerators - Basic and Diluted:
Income (loss) from continuing operations	$	31,040		$	(148,083	)	$	217,587		$	(437,653	)
Preferred Stock dividend	(3,984		)	—			(10,094		)	—
Allocation to noncontrolling interests	(3,372		)	(1,203		)	(10,581		)	(6,263		)
Income (loss) from continuing operations - net of noncontrolling interests	23,684			(149,286		)	196,912			(443,916		)
Discontinued operations	(186		)	(58,525		)	18,457			(69,548		)
Allocation to noncontrolling interests	1			(76		)	(126		)	27
Discontinued operations - net of noncontrolling interests	(185		)	(58,601		)	18,331			(69,521		)
Net income (loss)	30,854			(206,608		)	236,044			(507,201		)
Preferred Stock dividend	(3,984		)	—			(10,094		)	—
Allocation to noncontrolling interests	(3,371		)	(1,279		)	(10,707		)	(6,236		)
Net income (loss) attributable to common stockholders	$	23,499		$	(207,887	)	$	215,243		$	(513,437	)
Denominators:
Weighted-average number of common shares outstanding - basic	932,964			938,316			937,200			937,795
Effect of dilutive securities	47,803			—			3,454			—
Weighted-average number of common shares outstanding - diluted	980,767			938,316			940,654			937,795

Schedule of anti-dilutive securities

Three Months Ended September 30,		Nine Months Ended September 30,
2013	2012	2013	2012

Anti-dilutive Securities:
Effect of Common Units	6,417	6,860	6,469	6,855
Effect of Stock Options	—	2,897	—	2,242
Effect of Warrants	—	65,690	46,934	58,781
	6,417	75,447	53,403	67,878

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STOCK-BASED COMPENSATION PLANS (Tables)

9 Months Ended

Sep. 30, 2013

STOCK-BASED COMPENSATION PLANS

Summary of compensation expense related to stock-based compensation plans

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Stock options - Property management and other costs	$	1,367	$	732	$	3,702	$	2,402
Stock options - General and administrative	2,439		1,593		7,053		4,704
Restricted stock - Property management and other costs	440		372		1,255		1,269
Restricted stock - General and administrative	1,805		1,982		5,424		5,948
Total	$	6,051	$	4,679	$	17,434	$	14,323

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	5,971,108		19.25		—		—
Exercised	(309,220	)	14.32		(386,029	)	13.56
Forfeited	(233,302	)	14.22		(351,856	)	14.65
Expired	(21,510	)	15.36		(499,088	)	46.39
Stock options Outstanding at September 30,	15,099,575		$	15.78	10,266,896		$	13.64

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FAIR VALUE

9 Months Ended

Sep. 30, 2013

FAIR VALUE

FAIR VALUE

NOTE 5        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.  As of September 30, 2013, and December 31, 2012, we carried all of our operating properties at their historical cost, less accumulated depreciation.

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 September 30, 2013 and December 31, 2012.

	September 30, 2013				December 31, 2012
	Carrying Amount(1)		Estimated Fair  Value		Carrying Amount(1)		Estimated Fair  Value
Fixed-rate debt	$	13,908,625	$	13,842,305	$	14,954,601	$	16,190,518
Variable-rate debt	1,655,000			1,689,699	1,012,265		1,040,687
	$	15,563,625	$	15,532,004	$	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 September 30, 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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PREPAID EXPENSES AND OTHER ASSETS (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Intangible assets:
Gross Asset	$ 1,319,157	$ 1,511,162
Accumulated Amortization	(486,344)	(449,185)
Net Carrying Amount	832,813	1,061,977
Remaining prepaid expenses and other assets:
Security and escrow deposits	195,581	181,481
Prepaid expenses	70,618	54,514
Other non-tenant receivables	5,988	12,450
Deferred tax, net of valuation allowances	1,118	902
Other	14,167	18,141
Total remaining Prepaid expenses and other assets	287,472	267,488
Total Prepaid expenses and other assets	1,120,285	1,329,465
Above-market tenant leases, net
Intangible assets:
Gross Asset	1,043,588	1,230,117
Accumulated Amortization	(455,549)	(425,837)
Net Carrying Amount	588,039	804,280
Below-market ground leases, net
Intangible assets:
Gross Asset	164,063	169,539
Accumulated Amortization	(12,539)	(9,825)
Net Carrying Amount	151,524	159,714
Real estate tax stabilization agreement, net
Intangible assets:
Gross Asset	111,506	111,506
Accumulated Amortization	(18,256)	(13,523)
Net Carrying Amount	$ 93,250	$ 97,983

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FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2013

FAIR VALUE

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

	September 30, 2013				December 31, 2012
	Carrying Amount(1)		Estimated Fair  Value		Carrying Amount(1)		Estimated Fair  Value
Fixed-rate debt	$	13,908,625	$	13,842,305	$	14,954,601	$	16,190,518
Variable-rate debt	1,655,000			1,689,699	1,012,265		1,040,687
	$	15,563,625	$	15,532,004	$	15,966,866	$	17,231,205

(1) Includes market rate adjustments.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Acquisitions of operating properties
Gross Asset	$ 1,319,157		$ 1,319,157		$ 1,511,162
Accumulated Amortization	(486,344)		(486,344)		(449,185)
Net Carrying Amount	832,813		832,813		1,061,977
Amortization/accretion effect on continuing operations	(61,383)	(83,704)	(189,523)	(264,813)
Future amortization/accretion of intangibles
2013 Remaining	52,423		52,423
2014	179,862		179,862
2015	147,076		147,076
2016	114,744		114,744
2017	85,564		85,564
Tenant leases, In-place value
Acquisitions of operating properties
Gross Asset	811,315		811,315		972,495
Accumulated Amortization	(403,526)		(403,526)		(423,492)
Net Carrying Amount	$ 407,789		$ 407,789		$ 549,003

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INCOME TAXES

9 Months Ended

Sep. 30, 2013

INCOME TAXES

INCOME TAXES

NOTE 8        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, 2010 through 2012 and are open to audit by state taxing authorities for the years ended December 31, 2009 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 September 30, 2013, although such change is not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

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

9 Months Ended

Sep. 30, 2013

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

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

NOTE 4        DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF  OPERATING PROPERTIES

All of our dispositions of Consolidated Properties, 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 nine months ended September 30, 2013, we sold our interests in three 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.

During the nine months ended September 30, 2012, we sold our interests in twelve non-core assets totaling approximately four million square feet of GLA, which reduced our property level debt by $161.8 million.

During the nine months ended September 30, 2012, we completed the spin-off of RPI, a 30-mall portfolio totaling approximately 21 million square feet.  The RPI Spin-off was accomplished through a special dividend of the common stock of RPI to holders of GGP common stock as of December 30, 2011.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Retail and other revenue	$	114		$	15,271		$	1,628		$	70,730
Total revenues	114			15,271			1,628			70,730
Retail and other operating expenses	279			15,526			1,766			56,233
Provisions for impairment and other gains	—			66,188			4,975			76,581
Total expenses	279			81,714			6,741			132,814
Operating income (loss)	(165		)	(66,443		)	(5,113		)	(62,084		)
Interest expense, net	62			(5,294		)	(1,475		)	(20,478		)
Gain on debt extinguishment	—			—			25,894			—
Net income (loss) from operations	(103		)	(71,737		)	19,306			(82,562		)
Provision for income taxes	—			—			—			(23		)
Losses on dispositions	(83		)	13,212			(849		)	13,037
Net (loss) income from discontinued operations	$	(186	)	$	(58,525	)	$	18,457		$	(69,548	)

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CONSOLIDATED STATEMENTS OF EQUITY
Restricted stock grants, forfeitures, shares	7,240	(48,125)
Employee stock purchase program, shares	112,371	98,076
Stock option grants, forfeitures, shares	314,167	396,064
Treasury stock purchases, shares	28,345,108
Cash dividends reinvested (DRIP) in stock, shares	21,106	2,866,019
Cash distributions declared (in dollars per share)	$ 0.37	$ 0.31

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MORTGAGES, NOTES AND LOANS PAYABLE (Details) (USD $)	9 Months Ended		9 Months Ended	12 Months Ended	9 Months Ended						9 Months Ended			3 Months Ended	9 Months Ended			0 Months Ended	9 Months Ended				0 Months Ended	9 Months Ended		9 Months Ended
	Sep. 30, 2013 item	Dec. 31, 2012	Sep. 30, 2013 GGP Capital Trust I	Dec. 31, 2006 GGP Capital Trust I	Sep. 30, 2013 Collateralized mortgages, notes and loans payable property item	Dec. 31, 2012 Collateralized mortgages, notes and loans payable	Sep. 30, 2013 Unsecured term loans	Dec. 31, 2012 Unsecured term loans	Sep. 30, 2013 Junior Subordinated Notes due 2041	Dec. 31, 2012 Junior Subordinated Notes due 2041	Sep. 30, 2013 Prior loans	Sep. 30, 2013 Prior loans Corporate Loan item	Sep. 30, 2013 New Loan	Sep. 30, 2013 New Loan Corporate Loan item	Sep. 30, 2013 New Loan Corporate Loan item	Sep. 30, 2013 Unsecured fixed-rate debt	Dec. 31, 2012 Unsecured fixed-rate debt	May 02, 2013 Unsecured Corporate Bonds - 2010 Indenture	Sep. 30, 2013 Unsecured Corporate Bonds - 2010 Indenture	Dec. 31, 2012 Unsecured Corporate Bonds - 2010 Indenture	Sep. 30, 2013 HHC Note	Dec. 31, 2012 HHC Note	Feb. 14, 2013 Unsecured Corporate Bonds - 1995 Indenture	Sep. 30, 2013 Unsecured Corporate Bonds - 1995 Indenture	Dec. 31, 2012 Unsecured Corporate Bonds - 1995 Indenture	Sep. 30, 2013 Revolving credit facility, (the "Facility")	Sep. 30, 2013 Revolving credit facility, (the "Facility") Minimum	Sep. 30, 2013 Revolving credit facility, (the "Facility") Maximum	Sep. 30, 2013 Corporate revolver
Mortgages, notes and loans payable
Fixed-rate debt	$ 13,908,625,000	$ 14,954,601,000			$ 13,894,327,000	$ 14,225,011,000	$ 14,298,000	$ 729,590,000
Variable-rate debt	1,655,000,000	1,012,265,000			1,600,000,000	1,012,265,000																							55,000,000
Total mortgages, notes and loans payable	15,563,625,000	15,966,866,000			15,500,000,000
Long-term debt									206,200,000	206,200,000				1,500,000,000	1,500,000,000	69,747,000	719,821,000			608,688,000	14,747,000	19,347,000			91,786,000
Weighted-average fixed interest rate (as a percent)	4.56%	4.96%			4.56%	4.88%	4.41%	6.51%								4.48%	6.51%			6.75%	4.41%	4.41%			5.38%
Weighted-average variable interest rate (as a percent)	2.70%	3.42%			2.64%	3.42%			1.72%	1.76%																			4.50%
Weighted-average interest rate (as a percent)	4.36%	4.86%									4.90%		3.40%
Market rate adjustment excluded from corporate and other unsecured loans	(2,700,000)	(23,300,000)														400,000	9,800,000
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral					19,100,000,000
Secured debt, cross-collateralized with other properties					1,600,000,000
Amount of recourse fixed and variable rate debt					1,600,000,000
Value of mortgage notes refinanced					4,600,000,000
Number of properties with mortgage notes refinanced					33
Proceeds from mortgage loans refinanced					1,100,000,000
Amount repaid							700,500,000
Number of properties subject to collateralized debt	16											16			16
Term to maturity											2 years 9 months 18 days	3 years 3 months 18 days	8 years 2 months 12 days		3 years
Number of extensions to maturity date														2	2
Period of extension option															1 year
Weighted average, interest rate (as percent)												3.98%
Loss on extinguishment of debt	(36,478,000)				6,600,000
Deferred financing costs					9,500,000
Amount of bond redeemed																		608,700,000					91,800,000
Debt extinguishment costs																			20,500,000					3,500,000
Maximum borrowing capacity																										1,000,000,000
Uncommitted accordion feature																										1,300,000,000
Variable rate basis	LIBOR		LIBOR												LIBOR											LIBOR
Basis spread on variable rate (as a percent)														2.50%													2.00%	2.75%
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	$ 22,300,000	$ 21,700,000
Number of properties transferred to a special servicer					2

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DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013 sqft	Sep. 30, 2012 sqft	Sep. 30, 2013 property sqft	Sep. 30, 2012 property sqft
Discontinued operations
Number of properties sold			3	12
Area of real estate property sold	2,000,000	4,000,000	2,000,000	4,000,000
Debt on the property paid down with proceeds from sale	$ 121,200,000	$ 161,800,000	$ 121,200,000	$ 161,800,000
Total revenues	620,695,000	622,760,000	1,871,617,000	1,825,715,000
Provisions for impairment and other gains		32,100,000		32,100,000
Total expenses	423,265,000	467,649,000	1,271,999,000	1,311,181,000
Operating income	197,430,000	155,111,000	599,618,000	514,534,000
Gain on debt extinguishment			(36,478,000)
Discontinued operations, net	(186,000)	(58,525,000)	18,457,000	(69,548,000)
Discontinuing operations
Discontinued operations
Retail and other revenue	114,000	15,271,000	1,628,000	70,730,000
Total revenues	114,000	15,271,000	1,628,000	70,730,000
Retail and other operating expenses	279,000	15,526,000	1,766,000	56,233,000
Provisions for impairment and other gains		66,188,000	4,975,000	76,581,000
Total expenses	279,000	81,714,000	6,741,000	132,814,000
Operating income	(165,000)	(66,443,000)	(5,113,000)	(62,084,000)
Interest expense, net	62,000	(5,294,000)	(1,475,000)	(20,478,000)
Gain on debt extinguishment			25,894,000
Net income (loss) from operations	(103,000)	(71,737,000)	19,306,000	(82,562,000)
Provision for income taxes				(23,000)
Losses on dispositions	(83,000)	13,212,000	(849,000)	13,037,000
Discontinued operations, net	(186,000)	(58,525,000)	18,457,000	(69,548,000)
Rouse Properties, Inc. (Rouse) | Discontinuing operations
Discontinued operations
Number of malls in portfolio spun-off in the form of a special dividend		30		30
Area of mall portfolio spun-off in the form of a special dividend (in square feet)		21,000,000		21,000,000
Regional Malls sold through lender directed sale | Discontinuing operations
Discontinued operations
Number of properties sold			1
Gain on debt extinguishment			$ 25,900,000

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WARRANTS (Tables)

9 Months Ended

Sep. 30, 2013

WARRANTS

Schedule of Warrants received

		Initial
Initial Warrant Holder	Number of Warrants	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 Warrants (A and B) were purchased by GGP.

Schedule of shares issuable upon exercise of the outstanding GGP warrants

		Exercise Price
			Fairholme, Pershing
Record Date	Issuable Shares (1)	Brookfield Investor and Blackstone - B (2)	Square and Blackstone - A (2) (3)
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
April 16, 2013	83,443,178	9.53	9.30
July 16, 2013	83,945,892	9.47	9.25

(1) Issuable shares as of April 16, 2013 exlcude the Fairholme and Blackstone A and B warrants purchased by GGPLP.

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

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

Schedule of change in fair value

	Nine Months Ended September 30,
	2013			2012
Balance as of January 1,	$	1,488,196		$	985,962
Warrant liability adjustment	40,546			413,081
Purchase of Warrants by GGPLP	(633,229		)	—
Reclassification to equity	(895,513		)	—
Balance as of September 30,	$	—		$	1,399,043

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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SUBSEQUENT EVENTS (Details) (USD $)	0 Months Ended					1 Months Ended		3 Months Ended		9 Months Ended								0 Months Ended
	Jul. 29, 2013	May 10, 2013	Feb. 04, 2013	Nov. 20, 2012	Jul. 31, 2012	Apr. 30, 2012	Feb. 29, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Facility	Sep. 30, 2013 Facility Minimum	Sep. 30, 2013 Facility Maximum	Sep. 30, 2013 LIBOR Facility	Sep. 30, 2013 LIBOR Facility Minimum	Sep. 30, 2013 LIBOR Facility Maximum	Oct. 18, 2013 Subsequent event Eden Prairie Center	Oct. 25, 2013 Subsequent event Property at 200 Lafayette Street	Oct. 09, 2013 Subsequent event Property at 830 North Michigan Avenue	Oct. 23, 2013 Subsequent event Amended Facility LIBOR Facility	Oct. 23, 2013 Subsequent event Amended Facility LIBOR Facility Minimum	Oct. 23, 2013 Subsequent event Amended Facility LIBOR Facility Maximum	Oct. 31, 2012 Subsequent event Restricted Stock Sandeep Mathrani	Oct. 31, 2012 Subsequent event Restricted Stock Sandeep Mathrani Shares vesting on the first anniversary of the date of the award	Oct. 31, 2012 Subsequent event Restricted Stock Sandeep Mathrani Shares vesting on the third anniversary of the date of the award	Oct. 31, 2013 Subsequent event Restricted Stock Sandeep Mathrani Amended Employment Agreement Shares vesting in November 2014	Oct. 28, 2013 Subsequent event Quarterly stock dividend
SUBSEQUENT EVENTS
Number of shares granted under the employment agreement																								1,500,000
Restricted common stock vesting on each anniversary																									33.00%	67.00%
Number of shares with deferred vesting																											1,000,000
Common stock dividends declared (in dollars per share)	$ 0.13	$ 0.12	$ 0.12	$ 0.11	$ 0.11	$ 0.10	$ 0.10	$ 0.13	$ 0.11	$ 0.37	$ 0.31																	$ 0.14
Preferred Stock dividends declared (in dollars per share)	$ 0.03984	$ 0.3984																										$ 0.3984
Purchase price of retail shopping space acquired																			$ 148,800,000	$ 166,000,000
Variable rate basis										LIBOR		LIBOR			LIBOR						LIBOR
Basis spread on variable rate (as a percent)													2.00%	2.75%		2.00%	2.75%					1.325%	1.95%
Sale Price																		100,000,000
Proceeds from sales of investment properties																		19,000,000
Debt repaid																		$ 71,600,000

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STOCK-BASED COMPENSATION PLANS (Details)	Sep. 30, 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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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2013

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 11 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 September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerators - Basic and Diluted:
Income (loss) from continuing operations	$	31,040		$	(148,083	)	$	217,587		$	(437,653	)
Preferred Stock dividend	(3,984		)	—			(10,094		)	—
Allocation to noncontrolling interests	(3,372		)	(1,203		)	(10,581		)	(6,263		)
Income (loss) from continuing operations - net of noncontrolling interests	23,684			(149,286		)	196,912			(443,916		)
Discontinued operations	(186		)	(58,525		)	18,457			(69,548		)
Allocation to noncontrolling interests	1			(76		)	(126		)	27
Discontinued operations - net of noncontrolling interests	(185		)	(58,601		)	18,331			(69,521		)
Net income (loss)	30,854			(206,608		)	236,044			(507,201		)
Preferred Stock dividend	(3,984		)	—			(10,094		)	—
Allocation to noncontrolling interests	(3,371		)	(1,279		)	(10,707		)	(6,236		)
Net income (loss) attributable to common stockholders	$	23,499		$	(207,887	)	$	215,243		$	(513,437	)
Denominators:
Weighted-average number of common shares outstanding - basic	932,964			938,316			937,200			937,795
Effect of dilutive securities	47,803			—			3,454			—
Weighted-average number of common shares outstanding - diluted	980,767			938,316			940,654			937,795
Anti-dilutive Securities:
Effect of Common Units	6,417			6,860			6,469			6,855
Effect of Stock Options	—			2,897			—			2,242
Effect of Warrants	—			65,690			46,934			58,781
	6,417			75,447			53,403			67,878

Options and Warrants were anti-dilutive for the three and nine months ended September 30, 2012, because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.  In addition, potentially dilutive shares related to the Warrants have been excluded from the denominator in the computation of diluted EPS for the nine months ended September 30, 2013 because they are anti-dilutive.  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.

During the three months ended September 30, 2013, GGPLP repurchased 28,345,108 shares of GGP’s common stock, which are considered treasury shares for $566.9 million. Accordingly these shares have been excluded from the calculation of EPS, and are presented as issued, but not outstanding on our Consolidated Balance Sheets.

At September 30, 2013, our consolidated subsidiary, GGPLP, owns 27,459,195 shares of GGP’s common stock.  Accordingly, these shares have been excluded from the calculation of EPS, and are presented as issued, but not outstanding on our Consolidated Balance Sheets. As of December 31, 2012 GGPLP did not own any shares of GGP’s common stock.

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MORTGAGES, NOTES AND LOANS PAYABLE

9 Months Ended

Sep. 30, 2013

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 7        MORTGAGES, NOTES AND LOANS PAYABLE

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

	September 30,		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	$	13,894,327	4.56	%	$	14,225,011	4.88	%
Corporate and other unsecured loans	14,298		4.41	%	729,590		6.51	%
Total fixed-rate debt	13,908,625		4.56	%	14,954,601		4.96	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	1,600,000		2.64	%	1,012,265		3.42	%
Corporate revolver	55,000		4.50	%	—		0.00	%
Total variable-rate debt	1,655,000		2.70	%	1,012,265		3.42	%
Total Mortgages, notes and loans payable	$	15,563,625	4.36	%	$	15,966,866	4.86	%
Junior Subordinated Notes	$	206,200	1.72	%	$	206,200	1.76	%

(1) Includes net ($2.7) 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 net ($23.3) million of debt market rate adjustments.

(4) Properties provide mortgage collateral as guarantors.  $1.5 billion of the balance is cross-collateralized.

Collateralized Mortgages, Notes and Loans Payable

As of September 30, 2013, $19.1 billion of land, buildings and equipment (before accumulated depreciation), and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.6 billion of debt, are cross-collateralized with other properties.  Although a majority of the $15.5 billion of fixed and variable-rate collateralized mortgages, notes and loans payable are non-recourse, $1.6 billion of such mortgages, notes and loans payable are recourse to the Company.  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 nine months ended September 30, 2013, we refinanced consolidated mortgage notes totaling $4.6 billion related to 33 properties with net proceeds of $1.1 billion.  The prior loans had a weighted-average term-to-maturity of 2.8 years, and a weighted-average interest rate of 4.9%.  The new loans have a weighted-average term-to-maturity of 8.2 years, and a weighted-average interest rate of 3.4%.

$1.5 billion of the refinanced debt relates to a 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.  During the nine months ended September 30, 2013, we expensed financing fees of $6.6 million associated with this loan in Loss on extinguishment of debt on our Consolidated Statements of Operations and Comprehensive Income (Loss), and we capitalized $9.5 million as deferred financing costs within Deferred expenses on our Consolidated Balance Sheets.

Unsecured Loans

During the nine months ended September 30, 2013, we paid down $700.5 million of corporate unsecured bonds.  We have certain unsecured debt obligations, the terms of which are described below:

	September 30,		Weighted-Average		December 31,		Weighted-Average
	2013(2)		Interest Rate		2012 (3)		Interest Rate
Unsecured debt:
Unsecured Corporate Bonds - 2010 Indenture	$	—	—		$	608,688	6.75	%
HHC Note(1)	14,747		4.41	%	19,347		4.41	%
Unsecured Corporate Bonds - 1995 Indenture	—		—		91,786		5.38	%
Corporate revolver	55,000		4.50	%	—		—
Total unsecured debt	$	69,747	4.48	%	$	719,821	6.51	%

(1) Matures in December 2015.

(2) Excludes a market rate discount of $0.4 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets.  The market rate discount amortizes as an addition to interest expense over the life of the loan.

(3) Excludes a net market rate premium of $9.8 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.

On February 14, 2013, the Company redeemed $91.8 million of the 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).

On May 1, 2013, the Company redeemed $608.7 million of the 6.75% unsecured corporate bonds due November 9, 2015.  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 $20.5 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 unsecured corporate bonds had covenants, including ratios of secured debt-to-gross assets and total debt-to-gross assets that governed our ability to incur debt for certain assets.  As a result of the redemptions of the unsecured corporate bonds, the Company and related assets are no longer subject to the unsecured corporate bonds’ covenants.

Our revolving credit facility (the “Facility”) provides for revolving loans of up to $1.0 billion.  The Facility has an uncommitted accordion feature for a total facility of up to $1.3 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 September 30, 2013. $55.0 million was outstanding on the Facility, as of September 30, 2013 (Note 17).

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 our Junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $22.3 million as of September 30, 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 September 30, 2013 with the exception of two properties transferred to a special servicer.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2013

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 14 ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

	September 30, 2013							December 31, 2012
	Gross Liability		Accumulated Accretion			Balance		Gross Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	$	628,706	$	(256,771	)	$	371,935	$	725,878	$	(251,896	)	$	473,982
Above-market headquarters office leases, net	15,268		(4,696		)	10,572		15,268		(3,393		)	11,875
Above-market ground leases, net	9,756		(1,087		)	8,669		9,756		(805		)	8,951
Total intangible liabilities	$	653,730	$	(262,554	)	$	391,176	$	750,902	$	(256,094	)	$	494,808
Remaining Accounts payable and accrued expenses:
Accrued interest						78,920							185,461
Accounts payable and accrued expenses						103,575							147,386
Accrued real estate taxes						108,316							69,955
Deferred gains/income						90,365							99,861
Accrued payroll and other employee liabilities						56,431							34,802
Construction payable						93,645							80,225
Tenant and other deposits						21,627							22,870
Insurance reserve liability						16,671							15,796
Capital lease obligations						12,855							13,292
Conditional asset retirement obligation liability						10,952							12,134
Uncertain tax position liability						5,906							5,873
Other						15,759							29,768
Total remaining Accounts payable and accrued expenses						615,022							717,423
Total Accounts payable and accrued expenses						$	1,006,198						$	1,212,231

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STOCK-BASED COMPENSATION PLANS

9 Months Ended

Sep. 30, 2013

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS

NOTE 12 STOCK-BASED COMPENSATION PLANS

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

Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2013 and 2012 is summarized in the following table:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Stock options - Property management and other costs	$	1,367	$	732	$	3,702	$	2,402
Stock options - General and administrative	2,439		1,593		7,053		4,704
Restricted stock - Property management and other costs	440		372		1,255		1,269
Restricted stock - General and administrative	1,805		1,982		5,424		5,948
Total	$	6,051	$	4,679	$	17,434	$	14,323

The following tables summarize stock option activity for the nine months ended September 30, 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	5,971,108		19.25		—		—
Exercised	(309,220	)	14.32		(386,029	)	13.56
Forfeited	(233,302	)	14.22		(351,856	)	14.65
Expired	(21,510	)	15.36		(499,088	)	46.39
Stock options Outstanding at September 30,	15,099,575		$	15.78	10,266,896		$	13.64

There was no significant restricted stock activity for the three and nine months ended September 30, 2013 and 2012.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 01, 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	Sep. 30, 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		911,180,341
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

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PREPAID EXPENSES AND OTHER ASSETS

9 Months Ended

Sep. 30, 2013

PREPAID EXPENSES AND OTHER ASSETS

PREPAID EXPENSES AND OTHER ASSETS

NOTE 13 PREPAID EXPENSES AND OTHER ASSETS

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

	September 30, 2013							December 31, 2012
	Gross Asset		Accumulated Amortization			Balance		Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	1,043,588	$	(455,549	)	$	588,039	$	1,230,117	$	(425,837	)	$	804,280
Below-market ground leases, net	164,063		(12,539		)	151,524		169,539		(9,825		)	159,714
Real estate tax stabilization agreement, net	111,506		(18,256		)	93,250		111,506		(13,523		)	97,983
Total intangible assets	$	1,319,157	$	(486,344	)	$	832,813	$	1,511,162	$	(449,185	)	$	1,061,977
Remaining Prepaid expenses and other assets:
Security and escrow deposits						195,581							181,481
Prepaid expenses						70,618							54,514
Other non-tenant receivables						5,988							12,450
Deferred tax, net of valuation allowances						1,118							902
Other						14,167							18,141
Total remaining Prepaid expenses and other assets						287,472							267,488
Total Prepaid expenses and other assets						$	1,120,285						$	1,329,465

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STOCK-BASED COMPENSATION PLANS (Details 3) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Shares
Exercised (in shares)	(314,167)	(396,064)
Stock options
Shares
Stock options Outstanding at the beginning of the period (in shares)	9,692,499	11,503,869
Granted (in shares)	5,971,108
Exercised (in shares)	(309,220)	(386,029)
Forfeited (in shares)	(233,302)	(351,856)
Expired (in shares)	(21,510)	(499,088)
Stock options Outstanding at the end of the period (in shares)	15,099,575	10,266,896
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)	$ 19.25
Exercised (in dollars per share)	$ 14.32	$ 13.56
Forfeited (in dollars per share)	$ 14.22	$ 14.65
Expired (in dollars per share)	$ 15.36	$ 46.39
Stock options Outstanding at the end of the period (in dollars per share)	$ 15.78	$ 13.64

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STOCK-BASED COMPENSATION PLANS (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
STOCK-BASED COMPENSATION PLANS
Compensation expense	$ 6,122	$ 4,679	$ 17,169	$ 14,323
Stock options | Property management and other costs
STOCK-BASED COMPENSATION PLANS
Compensation expense	1,575	732	3,910	2,402
Stock options | General and administrative
STOCK-BASED COMPENSATION PLANS
Compensation expense	2,302	1,593	6,580	4,704
Restricted Stock | Property management and other costs
STOCK-BASED COMPENSATION PLANS
Compensation expense	440	372	1,255	1,269
Restricted Stock | General and administrative
STOCK-BASED COMPENSATION PLANS
Compensation expense	$ 1,805	$ 1,982	$ 5,424	$ 5,948