10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017

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

For the Transition Period fromto

COMMISSION FILE NUMBER 1-34948

GGP INC.

(Exact name of registrant as specified in its charter)

Delaware	27-2963337
(State or other jurisdiction of incorporating or organization)	(I.R.S. Employer Identification Number)
110 N. Wacker Dr., Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)
(312) 960-5000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

ý 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).  

ý Yes      o No

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

o Yes      ý No

Indicate by check mark 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.  

ý Yes      o No

The number of shares of Common Stock, $.01 par value, outstanding on October 31, 2017 was 945,976,981.

GGP INC.

INDEX

			PAGE NUMBER
Part I	FINANCIAL INFORMATION
	Item 1: Consolidated Financial Statements (Unaudited)
		Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	3
		Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016	4
		Consolidated Statements of Equity for the nine months ended September 30, 2017 and 2016	6
		Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	8
		Notes to Consolidated Financial Statements (Unaudited)	10
		Note 1: Organization	10
		Note 2: Summary of Significant Accounting Policies	10
		Note 3: Acquisitions, Sales and Joint Venture Activity	17
		Note 4: Fair Value	21
		Note 5: Unconsolidated Real Estate Affiliates	23
		Note 6: Mortgages, Notes and Loans Payable	26
		Note 7: Income Taxes	28
		Note 8: Warrants	28
		Note 9: Equity and Redeemable Noncontrolling Interests	29
		Note 10: Earnings Per Share	33
		Note 11: Stock-Based Compensation Plans	34
		Note 12: Accounts Receivable, net	36
		Note 13: Notes Receivable	36
		Note 14: Prepaid Expenses and Other Assets	38
		Note 15: Accounts Payable and Accrued Expenses	39
		Note 16: Litigation	39
		Note 17: Commitments and Contingencies	40
		Note 18: Subsequent Events	40
	Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations		41
		Liquidity and Capital Resources	46
	Item 3: Quantitative and Qualitative Disclosures about Market Risk		57
	Item 4: Controls and Procedures		57
Part II	OTHER INFORMATION
	Item 1: Legal Proceedings		57
	Item 1A: Risk Factors		57
	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		57
	Item 3: Defaults Upon Senior Securities		58
	Item 4: Mine Safety Disclosures		58
	Item 5: Other Information		58
	Item 6: Exhibits		58
	EXHIBIT INDEX		59
	SIGNATURE		60

2

GGP INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2017			December 31, 2016
	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	3,320,747		$	3,066,019
Buildings and equipment	17,345,596			16,091,582
Less accumulated depreciation	(3,056,259		)	(2,737,286		)
Construction in progress	422,218			251,616
Net property and equipment	18,032,302			16,671,931
Investment in Unconsolidated Real Estate Affiliates	3,479,811			3,868,993
Net investment in real estate	21,512,113			20,540,924
Cash and cash equivalents	311,107			474,757
Accounts receivable, net	324,579			322,196
Notes receivable	415,499			678,496
Deferred expenses, net	267,478			209,852
Prepaid expenses and other assets	495,240			506,521
Total assets	$	23,326,016		$	22,732,746
Liabilities:
Mortgages, notes and loans payable	$	13,493,872		$	12,430,418
Investment in Unconsolidated Real Estate Affiliates	27,610			39,506
Accounts payable and accrued expenses	778,613			655,362
Dividend payable	199,315			433,961
Deferred tax liabilities	4,890			3,843
Junior subordinated notes	206,200			206,200
Total liabilities	14,710,500			13,769,290
Redeemable noncontrolling interests:
Preferred	52,256			144,060
Common	173,930			118,667
Total redeemable noncontrolling interests	226,186			262,727
Commitments and Contingencies	—			—
Equity:
Common stock:
11,000,000,000 shares authorized, $0.01 par value, 956,486,635 issued, 872,760,245 outstanding as of September 30, 2017, and 968,153,526 issued, 884,097,680 outstanding as of December 31, 2016	9,291			9,407
Preferred Stock:
500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016	242,042			242,042
Additional paid-in capital	11,312,277			11,417,597
Retained earnings (accumulated deficit)	(2,077,510		)	(1,824,866		)
Accumulated other comprehensive loss	(67,700		)	(70,456		)
Common stock in treasury, at cost, 56,267,195 shares as of September 30, 2017 and 56,596,651 shares as of December 31, 2016	(1,128,838		)	(1,137,960		)
Total stockholders' equity	8,289,562			8,635,764
Noncontrolling interests in consolidated real estate affiliates	54,110			33,583
Noncontrolling interests related to long-term incentive plan common units	45,658			31,382
Total equity	8,389,330			8,700,729
Total liabilities, redeemable noncontrolling interests and equity	$	23,326,016		$	22,732,746

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

3

GGP INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(Dollars in thousands, except per share amounts)
Revenues:
Minimum rents	$	363,857		$	347,676		$	1,062,075		$	1,082,220
Tenant recoveries	160,755			162,031			485,737			504,242
Overage rents	4,582			6,505			13,799			19,024
Management fees and other corporate revenues	28,806			20,428			77,797			73,087
Other	20,357			17,853			61,079			57,539
Total revenues	578,357			554,493			1,700,487			1,736,112
Expenses:
Real estate taxes	61,516			58,239			178,053			173,651
Property maintenance costs	10,281			11,576			35,980			41,014
Marketing	1,744			2,244			5,185			7,036
Other property operating costs	75,848			73,479			214,742			215,474
Provision for doubtful accounts	2,152			574			8,769			5,685
(Recovery of) provision for loan loss	—			(6,659		)	—			29,410
Property management and other costs	35,195			37,760			115,334			106,787
General and administrative	12,037			13,237			42,582			41,313
Provision for impairment	—			28,276			—			73,039
Depreciation and amortization	161,278			182,350			505,875			499,269
Total expenses	360,051			401,076			1,106,520			1,192,678
Operating income	218,306			153,417			593,967			543,434
Interest and dividend income	15,948			14,114			51,336			43,507
Interest expense	(135,980		)	(141,296		)	(402,512		)	(437,338		)
Gain (loss) on foreign currency	3,889			(657		)	3,195			16,172
Gain on extinguishment of debt	—			—			55,112			—
Gain from changes in control of investment properties and other, net	95,165			620,309			79,325			733,416
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	197,328			645,887			380,423			899,191
Provision for income taxes	(6,993		)	(49		)	(15,347		)	(728		)
Equity in income of Unconsolidated Real Estate Affiliates	35,937			35,651			99,884			127,759
Unconsolidated Real Estate Affiliates - gain on investment, net	—			259			—			40,765
Net income	226,272			681,748			464,960			1,066,987
Allocation to noncontrolling interests	(3,492		)	(7,570		)	(9,157		)	(15,083		)
Net income attributable to GGP Inc.	222,780			674,178			455,803			1,051,904
Preferred Stock dividends	(3,984		)	(3,984		)	(11,952		)	(11,951		)
Net income attributable to common stockholders	$	218,796		$	670,194		$	443,851		$	1,039,953
Earnings Per Share:
Basic	$	0.25		$	0.76		$	0.50		$	1.18
Diluted	$	0.23		$	0.70		$	0.47		$	1.09
Dividends declared per share	$	0.22		$	0.20		$	0.66		$	0.58

4

GGP INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Continued) (UNAUDITED)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(Dollars in thousands, except per share amounts)
Comprehensive Income, Net:
Net income	$	226,272		$	681,748		$	464,960		$	1,066,987
Other comprehensive income (loss)
Foreign currency translation	4,065			(994		)	2,602			14,640
Reclassification adjustment for realized gains on available-for-sale securities included in net income	—			—			—			(11,978		)
Net unrealized gains on other financial instruments	10			(16		)	21			4
Other comprehensive income (loss)	4,075			(1,010		)	2,623			2,666
Comprehensive income	230,347			680,738			467,583			1,069,653
Comprehensive income allocated to noncontrolling interests	(3,674		)	(7,563		)	(9,024		)	(15,079		)
Comprehensive income attributable to GGP Inc.	226,673			673,175			458,559			1,054,574
Preferred Stock dividends	(3,984		)	(3,984		)	(11,952		)	(11,951		)
Comprehensive income, net, attributable to common stockholders	$	222,689		$	669,191		$	446,607		$	1,042,623

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

5

GGP INC. CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
	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 and Long Term Incentive Plan Common Units			Total Equity
	(Dollars in thousands, except for per share and share amounts)
Balance at January 1, 2016	$	9,386		$	242,042	$	11,362,369		$	(2,141,549	)	$	(72,804	)	$	(1,129,401	)	$	38,251		$	8,308,294
Net income									1,051,904									2,835			1,054,739
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																		(1,986		)	(1,986		)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates						(18,416		)										(2,971		)	(21,387		)
Long Term Incentive Plan Common Unit grants, net (684,216 LTIP Units)						73			(950		)							11,651			10,774
Restricted stock grants, net (339,551 common shares)	3			—		2,429															2,432
Employee stock purchase program (107,476 common shares)	1					3,694															3,695
Stock options exercised (2,699,998 common shares)	27					51,599															51,626
Cancellation of repurchased common shares (270,869 common shares)	(2		)			(3,415		)	(3,356		)				6,773						—
Cash dividends reinvested (DRIP) in stock(20,759 common shares)	—			—		601			(213		)										388
Other comprehensive income												14,564									14,564
Amounts reclassified from accumulated other comprehensive income												(11,894		)							(11,894		)
Cash distributions declared ($0.58 per share)									(512,513		)										(512,513		)
Cash distributions on Preferred Stock									(11,951		)										(11,951		)
Fair value adjustment for noncontrolling interest in Operating Partnership						(2,377		)													(2,377		)
Balance at September 30, 2016	$	9,415		$	242,042	$	11,396,557		$	(1,618,628	)	$	(70,134	)	$	(1,122,628	)	$	47,780		$	8,884,404

6

GGP INC. CONSOLIDATED STATEMENTS OF EQUITY (Continued) (UNAUDITED)
	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 and Long Term Incentive Plan Common Units			Total Equity
	(Dollars in thousands, except for per share and share amounts)
Balance at January 1, 2017	$	9,407		$	242,042	$	11,417,597		$	(1,824,866	)	$	(70,456	)	$	(1,137,960	)	$	64,965		$	8,700,729
Cumulative effect of accounting change						2,342			(3,000		)							658			—
Net income									455,803									2,171			457,974
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																		(4,472		)	(4,472		)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates																		8,638			8,638
Contributions received from noncontrolling interests in consolidated Real Estate Affiliates						—												15,258			15,258
Long Term Incentive Plan Common Unit grants, net (451,585 LTIP Units)						795			(744		)							12,550			12,601
Restricted stock grants, net (708,091 common shares)	7			—		6,792															6,799
Employee stock purchase program (127,619 common shares)	1					3,096															3,097
Stock options exercised (443,221 common shares)	4					17,212															17,216
Cancellation of repurchased common shares (12,980,447 common shares)	(128		)			(170,514		)	(112,464		)				283,106						—
Treasury stock purchase (12,650,991 common shares)															(273,984		)				(273,984		)
Cash dividends reinvested (DRIP) in stock (34,625 common shares)	—			—		834			(138		)										696
Other comprehensive income												2,756									2,756
Cash distributions declared ($0.66 per share)									(580,149		)										(580,149		)
Cash distributions on Preferred Stock									(11,952		)										(11,952		)
Fair value adjustment for noncontrolling interest in Operating Partnership						34,123															34,123
Balance at September 30, 2017	$	9,291		$	242,042	$	11,312,277		$	(2,077,510	)	$	(67,700	)	$	(1,128,838	)	$	99,768		$	8,389,330

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

7

GGP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Nine Months Ended September 30,
	2017			2016
	(Dollars in thousands)
Cash Flows provided by Operating Activities:
Net income	$	464,960		$	1,066,987
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(99,884		)	(127,759		)
Distributions received from Unconsolidated Real Estate Affiliates	133,158			79,928
Provision for doubtful accounts	8,769			5,685
Depreciation and amortization	505,875			499,269
Amortization/write-off of deferred finance costs	9,011			8,880
Accretion/write-off of debt market rate adjustments	(3,256		)	(4,119		)
Amortization of intangibles other than in-place leases	24,874			36,450
Straight-line rent amortization	(3,260		)	(13,997		)
Deferred income taxes	9,290			(692		)
Cost of debt extinguishment	—			5,403
Gain on dispositions, net	(4,775		)	(27,266		)
Unconsolidated Real Estate Affiliates - gain on investment, net	—			(40,765		)
Gain from changes in control of investment properties and other, net	(79,325		)	(733,416		)
Provision for impairment	—			73,039
Gain on extinguishment of debt	(55,112		)	—
Provision for loan loss	—			29,410
Gain on foreign currency	(3,195		)	(16,172		)
Net changes:
Accounts and notes receivable, net	8,740			271
Prepaid expenses and other assets	(24,610		)	(9,504		)
Deferred expenses, net	(16,380		)	(36,117		)
Restricted cash	266			113
Accounts payable and accrued expenses	30,844			3,602
Other, net	32,327			24,347
Net cash provided by operating activities	938,317			823,577
Cash Flows (used in) provided by Investing Activities:
Acquisition of real estate and property additions	(291,046		)	(94,744		)
Development of real estate and property improvements	(451,078		)	(400,429		)
Loans to joint venture partners	(53,196		)	(52,970		)
Proceeds from repayment of loans to joint venture partners	47,076			7,578
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	42,028			1,300,703
Contributions to Unconsolidated Real Estate Affiliates	(71,076		)	(103,210		)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	81,763			60,891
Sale of marketable securities	—			46,408
Decrease in restricted cash	901			28,460
Other, net	—			662
Net cash (used in) provided by investing activities	(694,628		)	793,349
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	1,355,000			663,479
Principal payments on mortgages, notes and loans payable	(680,715		)	(1,466,675		)
Deferred finance costs	(3,133		)	(13,771		)
Treasury stock purchases	(267,788		)	—
Cash contributions from noncontrolling interests in consolidated real estate affiliates	15,258			—
Cash distributions to noncontrolling interests in consolidated real estate affiliates	(4,472		)	(23,075		)

8

GGP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (UNAUDITED)
	Nine Months Ended September 30,
	2017			2016
	(Dollars in thousands)
Cash distributions paid to common stockholders	(812,871		)	(503,599		)
Cash distributions reinvested (DRIP) in common stock	834			601
Cash distributions paid to preferred stockholders	(11,952		)	(11,951		)
Cash distributions and redemptions paid to unit holders	(15,182		)	(3,173		)
Other, net	14,487			41,112
Net cash used in financing activities	(410,534		)	(1,317,052		)
Effect of foreign exchange rates on cash and cash equivalents	3,195			—
Net change in cash and cash equivalents	(163,650		)	299,874
Cash and cash equivalents at beginning of period	474,757			356,895
Cash and cash equivalents at end of period	$	311,107		$	656,769
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	406,282		$	437,099
Interest capitalized	6,932			3,876
Income taxes paid	7,947			2,805
Accrued capital expenditures included in accounts payable and accrued expenses	126,306			88,515
Sale of Ala Moana (Refer to Note 3)
Acquisition of an additional interest in Miami Design District (Refer to Note 5)
Acquisition of 522 Fifth Avenue (Refer to Note 3)
Disposition of Lakeside (Refer to Note 3)
Issuance of note collateralized by Riverchase Galleria and Tysons Galleria anchor box (Refer to Note 13)
Acquisition and/or change of control at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue (Refer to Note 3)

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

9

GGP 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, 2016 which are included in the Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2016 (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 a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

General

GGP 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". Effective January 27, 2017, the Company changed its name from General Growth Properties, Inc. to GGP Inc. In these notes, the terms "we," "us" and "our" refer to GGP and its subsidiaries.

GGP, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of September 30, 2017, we are the owner, either entirely or with joint venture partners, of 126 retail properties.

Substantially all of our business is conducted through GGP Operating Partnership, LP ("GGPOP"), GGP Nimbus, LP ("GGPN") and GGP Limited Partnership ("GGPLP", and together with GGPN and GGPOP, the "Operating Partnerships"), subsidiaries of GGP. The Operating Partnerships own an interest in the properties that are part of the consolidated financial statements of GGP. As of September 30, 2017, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units and LTIP Units as defined below) of the Operating Partnerships, while the remaining 1% was held by limited partners and certain previous contributors of properties to the Operating Partnerships or their predecessors.

GGPOP is the general partner of, and owns a 1.5% equity interest in GGPN and GGPLP. GGPOP 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 (Note 9). GGPOP also has full value long term incentive plan units and appreciation only long term incentive plan units (collectively "LTIP Units"), which are redeemable for cash or, at our option, shares of GGP common stock (Note 11).

In addition to holding ownership interests in various joint ventures, the Operating Partnerships generally conduct their operations through General Growth Management, Inc. ("GGMI"), General Growth Services, Inc. ("GGSI") and GGPLP REIT Services, LLC ("GGPRS"). GGMI and GGSI are taxable REIT subsidiaries ("TRS"s), which provide management, leasing, tenant coordination, business development, marketing, strategic partnership and other services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties, as defined below. GGSI also serves as a contractor to GGMI for these services. GGPRS generally provides financial, accounting, tax, legal, development, and other services to our Consolidated Properties.

We refer to our ownership interests in properties in which we own a majority or controlling interest and 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 partner's ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and

10

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of GGPOP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. Each of the Operating Partnerships are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities.

We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is 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. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes 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. 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.

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).

We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10-45 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 (Note 3)

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

11

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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.

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, 2017
Tenant leases:
In-place value	$	268,207	$	(178,885	)	$	89,322
As of December 31, 2016
Tenant leases:
In-place value	$	306,094	$	(214,111	)	$	91,983

The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets (Note 14); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our income from continuing operations:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Amortization/accretion effect on continuing operations	$	(15,100	)	$	(23,014	)	$	(56,417	)	$	(72,118	)

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2017 Remaining	$	14,325
2018	45,801
2019	29,249
2020	20,458
2021	15,061

Marketable Securities

Marketable securities are comprised of equity securities that are classified as available-for-sale. Available-for-sale securities are presented in prepaid expenses and other assets on our Consolidated Balance Sheets at fair value. Unrealized gains and losses resulting from the mark-to-market of these securities are included in other comprehensive income. Realized gains and losses are recognized in earnings only upon the sale of the securities and are recorded based on the weighted average cost of such securities. During the nine months ended September 30, 2016, we recognized gains of $13.1 million in management fees and other corporate revenues on the Consolidated Statements of Comprehensive Income from the sale of Seritage Growth Properties stock.

Investments in Unconsolidated Real Estate Affiliates (Note 5)

We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. Under the equity method, the cost of our investment is adjusted for

12

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition, increased by our contributions and reduced by distributions received. Under the cost method, the cost of our investment is not adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and distributions are treated as earnings when received.

To determine the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity ("VIE"). A limited partnership or other similar entity is considered a VIE unless a simple majority of limited partners (excluding limited partners that are under common control with the general partner) have substantive kick-out rights or participating rights. Accounting guidance amended the following: (i) modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminated the presumption that a general partner should consolidate a limited partnership, (iii) affected the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provided a scope exception for certain entities. If an entity is determined to be a VIE, we determine which party is the primary beneficiary by analyzing whether we have both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, future cash flow projections, the entity's financing and capital structure, and contractual relationship and terms. The adoption of the consolidation guidance did not materially impact our consolidated financial statements.

Primary risks associated with our VIEs include the potential of funding the entities' debt obligations or making additional contributions to fund the entities' operations.

Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. Except for Retained Debt (as described in Note 5), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of our Unconsolidated Real Estate Affiliates are typically amortized over lives ranging from 5 to 45 years. When cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements. The liability is limited to our maximum potential obligation to fund contractual obligations, including recourse related to certain debt obligations.

Partially owned, non-variable interest joint ventures over which we have controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned joint ventures where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method.

To the extent that we contribute assets to a joint venture accounted for using the equity method, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. We will recognize gains and losses on the contribution of our real estate to joint ventures, relating solely to the outside partner's interest, to the extent the buyer is independent of the Company, the collection of the sales price is reasonably assured, and we will not be required to support the operations of the property or its related obligations to an extent greater than our proportionate interest.

The combined summarized financial information of unconsolidated joint ventures is disclosed in Note 5 to the Consolidated Financial Statements.

We continually analyze and assess reconsideration events, including changes in the factors mentioned above, to determine if the consolidation treatment remains appropriate. Decisions regarding consolidation of partially owned entities frequently require significant judgment by our management.

Revenue Recognition and Related Matters

Minimum rents are recognized on a straight-line basis over the terms of the related operating leases, including the effect of any free rent periods. Minimum rents also include lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the emergence from bankruptcy.

13

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Overage rent is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount and is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.

Tenant recoveries are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred.

Real estate sales are recognized whenever (1) a sale is consummated, (2) the buyer has demonstrated an adequate commitment to pay for the property, (3) our receivable is not subject to future subordination, and (4) we have transferred to the buyer the risks and rewards of ownership and do not have continuing involvement. Unless all conditions are met, recognition of all or a portion of the profit shall be postponed.

We provide an allowance for doubtful accounts against the portion of accounts receivable, net including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience.

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 Comprehensive Income. 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 Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 5. The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Management fees from affiliates (1)	$	28,806		$	20,428		$	77,797		$	60,015
Management fee expense	(10,675		)	(8,250		)	(27,684		)	(23,964		)
Net management fees from affiliates	$	18,131		$	12,178		$	50,113		$	36,051

(1) Excludes a $13.1 million gain recognized in management fees and other corporate revenues on the divestiture of our investment in Seritage Growth Properties during the nine months ended September 30, 2016.

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, changes in 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.

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.

14

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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 Comprehensive Income 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.

During the nine months ended September 30, 2016, we recorded a $73.0 million impairment charge (of which $28.3 million relates to the three months ended September 30, 2016) on our Consolidated Statements of Comprehensive Income related to three operating properties. During the nine months ended September 30, 2016, we received bona fide purchase offers for two properties which were less than their respective carrying values. The other property had non-recourse debt maturing during the nine months ended September 30, 2016 that exceeded the fair value of the operating property. This property was transferred to a special servicer during nine months ended September 30, 2016.

No provisions for impairment were recognized for the three and nine months ended September 30, 2017.

Changes in economic and operating conditions that occur subsequent to our review of recoverability of our properties could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those properties differ from actual results.

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 performed 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, 2017 and 2016. Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results.

Fair Value Measurements (Note 4)

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

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

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

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

Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 9 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

15

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility. Our credit risk exposure with regard to our cash and the $1.5 billion, including the uncommitted accordion feature, available under our credit facility is spread among a diversified group of investment grade financial institutions. We had $525.0 million outstanding and no outstanding balance under our credit facility as of September 30, 2017 and December 31, 2016, respectively.

Recently Issued Accounting Pronouncements

Effective January 1, 2018, companies will be required to apply a five-step model in accounting for revenue. The core principle of the revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this pronouncement. The Company has completed a preliminary review of the potential impact of this pronouncement to determine specific areas that will be affected by the adoption of this standard. Once the new guidance setting forth principles for the recognition, measurement, presentation and disclosure of leases (discussed below) goes into effect, the new revenue standard may apply to executory costs and other components of revenue due under leases that are deemed to be non-lease components (such as common area maintenance and provision of utilities), even when the revenue for such activities is not separately stipulated in the lease. In that case, then revenue from these items previously recognized on a straight-line basis under current lease guidance would be recognized under the new revenue guidance as the related services are delivered. As a result, while the total revenue recognized over time would not differ under the new guidance, the recognition pattern would be different. The new standard can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The company intends to adopt the modified retrospective approach for implementation.

In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. However, leasing costs that are currently eligible to be capitalized as initial direct costs are limited by ASU 2016-02. In addition, disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2016-02 mandates a modified retrospective transition method. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07 which eliminates the requirement for retrospective application of equity method accounting when an investment previously accounted for by another method initially qualifies for the equity method. This standard is effective for all entities for fiscal years beginning after December 15, 2016 with earlier application permitted. The adoption of this standard did not materially impact the Company's consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09 which simplifies the accounting for stock compensation related items such as income tax accounting, award classification, estimation of forfeitures, and cash flow presentation. The amendments in the ASU are effective for public business entities for annual periods beginning after December 15, 2016. The Company accounted for this compensation award adjustment by means of a cumulative-effect adjustment to equity as of January 1, 2017.

In June 2016, the FASB issued ASU 2016-13 which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU will be effective January 1, 2020 with early adoption permitted on January 1, 2019. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15 which provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted. The ASU will be adopted using a retrospective transition approach. The Company is evaluating the potential impact of this pronouncement on its Consolidated Statements of Cash Flows.

16

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

In November 2016, the FASB issued ASU 2016-18 which requires that a statement of cash flows explain the change during the reporting period in the total of cash and cash equivalents and restricted cash or restricted cash equivalents. This standard is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is evaluating the potential impact of this pronouncement on its Consolidated Statements of Cash Flows.

In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted this pronouncement early in the first fiscal quarter of 2017. The adoption of this standard resulted in less real estate acquisitions qualifying as businesses and, accordingly, acquisition costs for those acquisitions that are not businesses are capitalized rather than expensed.

In February 2017, the FASB issued ASU 2017-05 which clarifies the accounting for the derecognition of nonfinancial assets by eliminating the exception in current GAAP for transfers of investments in real estate entities (including equity method investments). The amendments in this update provide guidance on the accounting of partial sales of nonfinancial assets and contributions of nonfinancial assets to a joint venture or other noncontrolling investee. Once this guidance is adopted, an entity would use the guidance in the new revenue recognition standard (discussed above) to determine whether it is transferring multiple, distinct assets and would recognize a gain or loss for each distinct asset transferred. When an entity transfers nonfinancial assets included in a subsidiary and retains or receives an equity interest, it first determines whether it has retained a controlling financial interest in the subsidiary. If so, the entity does not derecognize the assets and accounts for the sale of noncontrolling interest in the subsidiary under the consolidation guidance covering decreases in ownership which would result in recognizing a gain or loss in equity. If an entity retains or receives a noncontrolling interest in the entity that owns the asset post-sale, that noncontrolling interest is considered noncash consideration and is included in the transaction price at its fair value. The retained noncontrolling interest is included at its fair value and results in an entity recognizing 100% of the gain on sale of the asset which differs from current applicable GAAP. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. Entities are required to adopt this standard in conjunction with the new revenue recognition standard which we will adopt on January 1, 2018. The adoption of this standard will result in higher gains on the sale of partial real estate interests due to recognizing 100% of the gain on sale of the partial interest and recording the retained noncontrolling interest at fair value.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

NOTE 3        ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

On September 19, 2017, GGP entered into three transactions with affiliates of Thor Equities (“Thor”) related to three separate joint ventures between GGP and Thor. First, GGP acquired 49.9% of its partner's interest in 218 West 57th Street based on a gross property valuation of $104.0 million. After the acquisition, GGP owned a 99.9% interest in 218 West 57th Street, while Thor retained a 0.1% interest. A portion of the net proceeds from the acquisition were used by Thor to pay off their $12.3 million note receivable to GGP related to the property. Of the remaining net proceeds, $9.75 million was used to pay down a portion of their note receivable for 530 Fifth Avenue and $3.36 million was used to pay down a portion of their note receivable to GGP for 685 Fifth Avenue (Note 13).

17

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Second, GGP recapitalized the 530 Fifth Avenue joint venture based on a gross property valuation of $334 million, whereby (i) Thor’s common interest having a value of $48.1 million was converted to a preferred equity interest with a 7.0% cumulative return in 530 Fifth Avenue, which serves as collateral for Thor's still-outstanding note receivable, and (ii) GGP owned a 90.23% common equity interest in 530 Fifth Avenue, while Thor retained a 9.77% common equity interest. The preferred return payable to Thor must first go toward interest and principal due to GGP under Thor’s note receivable for 530 Fifth Avenue (Note 13).

Finally, GGP agreed to recapitalize the 685 Fifth Avenue joint venture based on a gross property valuation of $652.6 million, whereby upon closing (i) Thor’s common interest having a value of $150 million will be converted to a preferred equity interest with a 7.0% cumulative return in 685 Fifth Avenue, which serves as collateral for Thor's still-outstanding note receivable, and (ii) GGP will own a 97.03% common equity interest in 685 Fifth Avenue, while Thor will retain a 2.97% common equity interest. The preferred return payable to Thor must first go toward interest and principal due to GGP under Thor’s note receivable for 685 Fifth Avenue. The recapitalization will be effective on December 31, 2017, however, Thor executed a power of attorney on September 19, 2017 granting GGP sole authority with respect to the management of the joint venture and the property.

GGP had previously accounted for our interest in these three joint ventures using the equity method of accounting (Note 2). As a result of the transactions described above, we account for our interest in these three joint ventures using the consolidation method of accounting with our joint venture partner's share of equity included in noncontrolling interest (Note 2). In addition, the $48.1 million and $148.1 million notes receivable due from our joint venture partner at 530 Fifth Avenue and 685 Fifth Avenue, respectively, are presented on the balance sheet in noncontrolling interests in consolidated real estate affiliates. The notes receivable and our joint venture partners' share of equity effectively net within the noncontrolling interest.

The table below summarizes the gain from changes in control calculation ($ in millions):

Gain from changes in control for 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue
Net implied fair value of previous investment and consideration	$	250.0
Less: proportionate share of previous investments	198.1
Gain from changes in control of investment properties and other, net	$	51.9

The following table summaries 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 ($ in millions):

Allocation of Thor Equities Purchase Price	218 W. 57th Street			530 Fifth Avenue			685 Fifth Avenue
Investment in real estate, including intangible assets and liabilities	$	104.0		$	334.0		$	652.6
Fair value of debt (1)	(53.0		)	(221.0		)	(340.0		)
Net working capital (2)	0.1			14.3			1.7
Net assets acquired	$	51.1		$	127.3		$	314.3

(1)    530 Fifth Avenue includes $31.0 million of an intercompany loan between 530 Fifth Avenue and GGP.  218 W. 57th Street includes $53.0 million of an intercompany loan between 218 W. 57th Street and GGP.  Both loans eliminate in consolidation.

(2)    530 Fifth Avenue includes a $9.4 million escrow.

On July 12, 2017, we closed on the acquisition of the remaining 50% interest in 8 of the 12 anchor boxes included in the existing GS Portfolio Holdings LLC ("GSPH") joint venture with Seritage Growth Properties ("Seritage") for $190.1 million based on a total valuation of $380.2 million. We had previously owned a 50% interest in the joint venture and accounted for the joint venture using the equity method of accounting (Note 2), but as a result of the transaction we now account for this joint venture using the consolidation method of accounting. Of the total purchase price, $126.4 million was settled upon closing and Seritage retained certain special rights (governed by a Special Rights Agreement), which are callable by GGP for $63.7 million. Simultaneously, the 4 remaining anchor boxes in GSPH were distributed to a newly formed joint venture, GS Portfolio Holdings II, LLC ("GSPHII"), between GGP and Seritage in which the ownership interest remains at 50% for both joint venture partners. We account for GSPHII using the equity method of accounting (Note 2). In addition, GGPLP provided a loan to GSPHII for $127.4 million. This loan is collateralized by GSPHII's interest in the properties (Note 13). Finally, GGP acquired a 50% interest in 5 anchor boxes through a

18

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

newly formed joint venture, GS Portfolio Holdings 2017 ("GSPH2017"), for $57.5 million. We account for this joint venture using the equity method of accounting (Note 2).

The table below summarizes the gain from changes in control calculation ($ in millions):

Gain from a Change of Control in GSPH
Consideration paid to acquire our joint venture partner's interest	$	190.1
Less: proportionate share of previous investment	147.2
Gain from changes in control of investment properties and other, net	$	42.9

On June 30, 2017, we conveyed Lakeside Mall to the lender in full satisfaction of $144.5 million in outstanding debt. This transaction resulted in a $55.1 million gain on extinguishment of debt.

On June 9, 2017, we closed on the acquisition of our joint venture partner's 50% interest in Neshaminy Mall located in Bensalem, Pennsylvania for a gross purchase price of $65.0 million. Post acquisition, we own 100% of the mall. Prior to the acquisition of the remaining interest, the carrying value for our investment was $55.2 million. As a result of this acquisition, the implied fair value of our previous investment in Neshaminy Mall is $34.2 million, resulting in a loss of $21.0 million, recognized in loss from changes in control of investment properties and other for the nine months ended September 30, 2017.

On May 12, 2017, we closed on the sale of Red Cliffs Mall in St. George, Utah for $39.1 million. The transaction netted proceeds of approximately $36.3 million and resulted in a gain on sale of $5.6 million recognized in gain from changes in control of investment properties and other for the nine months ended September 30, 2017.

The acquisition of 605 N. Michigan Avenue on December 1, 2016 was recorded in 2016 using a preliminary estimate of the net assets acquired. Certain amounts were reclassified according to the subsequent purchase price allocation recorded during 2017.

On September 15, 2016, joint ventures we formed with Simon Property Group and Authentic Brands Group LLC acquired Aeropostale, Inc. ("Aeropostale") for $80.0 million in total cash which included cash for working capital requirements of the retail business. In connection with the transaction, our total investment was $20.4 million of cash contributed to the ventures for an effective ownership of approximately 26% in the two joint ventures. Aeropostale is a tenant at certain properties for which we receive rental income included in minimum rents on the Consolidated Statements of Comprehensive Income.

On August 1, 2016, we closed on the sale of Rogue Valley Mall located in Medford, Oregon for a sales price of $61.5 million. This transaction netted proceeds of approximately $6.4 million and resulted in a loss of $0.8 million recognized in gain from changes in control of investment properties and other for the three and nine months ended September 30, 2016.

On July 29, 2016, we reached an agreement on the sale of a 50% interest in Fashion Show located in Las Vegas, Nevada to TIAA-CREF Global Investments, LLC ("TIAACREF") for a sales price of $1.25 billion. We closed on the sale of the initial 49% and received proceeds of approximately $813.9 million on July 29, 2016, and we received the remaining $16.6 million for the closing of the final 1% interest on October 4, 2016. This transaction resulted in a gain on sale of $622.3 million recognized in gain from changes in control of investment properties and other for the three and nine months ended September 30, 2016.

The table below summarizes the gain calculation ($ in millions):

Cash received from joint venture partner	$	813.9
Less: Proportionate share of previous investment in Fashion Show	(191.6		)
Gain from change in control of investment property	$	622.3

On July 21, 2016, we closed on the sale of Newgate Mall located in Ogden, Utah for a sales price of $69.5 million. The transaction netted proceeds of approximately $8.4 million and resulted in a loss of $1.4 million recognized in gain from changes in control of investment properties and other for the three and nine months ended September 30, 2016.

19

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

On June 30, 2016, we closed on the sale of our 49.8% interest in One Stockton Partners, LLC in San Francisco, California to our joint venture partner for $49.8 million. In connection with the sale, $16.3 million in mortgage debt was assumed. This transaction netted proceeds of approximately $33.5 million and resulted in a gain of $22.7 million recognized in Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2016. In addition to the sale, the joint venture partner made an $8.0 million repayment of a note receivable.

On June 28, 2016, we closed on the sale of the office building and parking garage at Pioneer Place in Portland, Oregon for $121.8 million. This transaction netted proceeds of approximately $116.0 million and resulted in a gain on sale of $35.5 million recognized in gain from changes in control of investment properties and other for the nine months ended September 30, 2016.

On February 2, 2016, we closed on the acquisition of our joint venture partner's 25% interest in Spokane Valley Mall in Spokane, Washington for $37.5 million. This transaction resulted in a reduction of additional paid-in capital of $18.4 million due to the acquisition of our partner's noncontrolling interest.

On January 29, 2016, we closed on the sale of our 75% interest in Provo Towne Center in Provo, Utah to our joint venture partner for $37.5 million. Mortgage debt of $31.1 million was repaid upon closing. This transaction netted proceeds of approximately $2.8 million and resulted in a loss of $6.7 million recognized in gain from changes in control of investment properties and other for the nine months ended September 30, 2016.

On January 29, 2016, we closed on the sale of our 10% interest in 522 Fifth Avenue in New York City to our joint venture partner for $25.0 million, inclusive of the repayment of previously existing notes receivable from our joint venture partner. We received proceeds of $10.0 million upon closing and proceeds of $5.4 million on December 15, 2016. This transaction resulted in a gain on sale of $11.0 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the nine months ended September 30, 2016. On May 25, 2017, we received a 10% interest in 522 Fifth Avenue in full satisfaction of the remaining $9.0 million due.

On January 15, 2016, we closed on the sale of Eastridge Mall in San Jose, California for $225.0 million. This transaction netted proceeds of approximately $216.3 million and resulted in a gain on sale of $71.8 million recognized in gain from changes in control of investment properties and other for the nine months ended September 30, 2016.

On January 8, 2016, we closed on the sale of our 50% interest in Owings Mills Mall in Owings Mills, Maryland to our joint venture partner for $11.6 million. This transaction netted proceeds of approximately $11.6 million and resulted in a gain on sale of $0.6 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the nine months ended September 30, 2016.

On February 27, 2015, we sold a 25% interest in Ala Moana Center in Honolulu, Hawaii for net proceeds of $907.0 million. We received $670.0 million at closing and received the remaining proceeds of $237.0 million upon completion of the redevelopment and expansion in the fourth quarter of 2016. Subsequently on April 10, 2015, we sold an additional 12.5% interest in Ala Moana Center for net proceeds of $453.5 million to another joint venture partner. We received $335.0 million at closing and received the remaining proceeds of $118.5 million upon completion of the redevelopment and expansion in the fourth quarter of 2016. As a result, our joint venture partners own a combined 37.5% economic interest in the joint venture.

Upon sale of the 25% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $584.4 million gain on change in control of investment properties and other as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the three months ended September 30, 2016, we recognized an additional $0.2 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through September 30, 2016. During the nine months ended September 30, 2016, we recognized an additional $12.7 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through September 30, 2016. The construction is complete and the full gain was recognized as of December 31, 2016.

Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment

20

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the three months ended September 30, 2016, we recognized an additional $0.3 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through September 30, 2016. During the nine months ended September 30, 2016, we recognized an additional $6.5 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through September 30, 2016. The construction is complete and the full gain was recognized as of December 31, 2016.

We account for the 62.5% interest in the joint venture that owns Ala Moana Center under the equity method of accounting (Note 5) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Prior to February 2015, Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis.

NOTE 4    FAIR VALUE

Nonrecurring Fair Value Measurements

We estimate fair value relating to changes in accounting methods for our assets and 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.

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Provisions for Impairment
	($ in thousands)
Nine Months Ended September 30, 2017
Investments in real estate (1)	$	1,090,600	$	—	$	—	$	1,090,600	$	—

Unobservable Quantitative Input	Range
Discount Rates	6.0% to 7.0%
Terminal capitalization rates	4.0% to 5.5%

Disclosure of 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, 2017 and December 31, 2016.

	September 30, 2017				December 31, 2016
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (2)		Estimated Fair Value
Fixed-rate debt	$	10,451,125	$	10,519,680	$	10,441,166	$	10,832,272
Variable-rate debt	3,042,747		2,955,915		1,989,252		1,990,458
	$	13,493,872	$	13,475,595	$	12,430,418	$	12,822,730

(1)  Includes net market rate adjustments of $24.6 million and deferred financing costs of $33.2 million, net.

21

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

(2) Includes net market rate adjustments of $27.8 million and deferred financing costs of $40.1 million, net.

The fair value of our Junior Subordinated Notes approximates their carrying amount as of September 30, 2017 and December 31, 2016. 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 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 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.

22

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 5UNCONSOLIDATED REAL ESTATE AFFILIATES

Following is summarized financial information for all of our real estate related Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates, inclusive of investments accounted for using the cost method (Note 2).

	September 30, 2017			December 31, 2016
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1)
Assets:
Land	$	2,872,752		$	2,664,736
Buildings and equipment	13,877,355			13,555,059
Less accumulated depreciation	(3,689,038		)	(3,538,776		)
Construction in progress	527,024			284,198
Net property and equipment	13,588,093			12,965,217
Investment in unconsolidated joint ventures	581,941			503,305
Net investment in real estate	14,170,034			13,468,522
Cash and cash equivalents	507,363			455,862
Accounts receivable, net	562,623			655,655
Notes receivable	11,969			8,912
Deferred expenses, net	341,098			321,095
Prepaid expenses and other assets	230,328			327,645
Total assets	$	15,823,415		$	15,237,691
Liabilities and Owners' Equity:	\
Mortgages, notes and loans payable	$	10,474,639		$	10,476,935
Accounts payable, accrued expenses and other liabilities	888,738			595,570
Cumulative effect of foreign currency translation ("CFCT")	(45,605		)	(50,851		)
Owners' equity, excluding CFCT	4,505,643			4,216,037
Total liabilities and owners' equity	$	15,823,415		$	15,237,691
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	$	4,460,038		$	4,165,186
Less: joint venture partners' equity	(2,565,400		)	(2,095,166		)
Plus: excess investment/basis differences	1,604,437			1,590,821
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	3,499,075			3,660,841
Investment in Unconsolidated Real Estate Affiliates, net (cost method)	—			180,000
Elimination of consolidated real estate investment interest through joint venture	(54,971		)	(27,500		)
Retail investment, net	8,097			16,146
Investment in Unconsolidated Real Estate Affiliates, net	$	3,452,201		$	3,829,487
Reconciliation - Investment in Unconsolidated Real Estate Affiliates:
Asset - Investment in Unconsolidated Real Estate Affiliates	$	3,479,811		$	3,868,993
Liability - Investment in Unconsolidated Real Estate Affiliates	(27,610		)	(39,506		)
Investment in Unconsolidated Real Estate Affiliates, net	$	3,452,201		$	3,829,487

(1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Miami Design District as of September 30, 2017. Refer to the discussion below regarding Miami Design District.

23

GGP 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,
	2017			2016			2017			2016
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1)
Revenues:
Minimum rents	$	295,294		$	278,396		$	880,767		$	800,167
Tenant recoveries	124,927			121,810			366,869			349,983
Overage rents	7,110			7,627			17,302			19,430
Condominium sales	97,573			91,788			277,962			445,434
Other	12,894			12,106			38,736			36,060
Total revenues	537,798			511,727			1,581,636			1,651,074
Expenses:
Real estate taxes	39,731			33,656			107,195			90,008
Property maintenance costs	9,437			9,767			30,501			30,116
Marketing	4,771			3,601			13,249			15,794
Other property operating costs	60,147			56,445			170,076			158,413
Condominium cost of sales	71,336			66,924			202,860			324,772
Provision for doubtful accounts	473			2,042			4,495			11,457
Property management and other costs (2)	23,102			17,477			61,472			50,946
General and administrative	292			482			1,355			1,777
Depreciation and amortization	128,800			126,408			378,531			347,267
Total expenses	338,089			316,802			969,734			1,030,550
Operating income	199,709			194,925			611,902			620,524
Interest income	2,987			2,692			8,530			6,792
Interest expense	(123,014		)	(109,863		)	(348,195		)	(313,777		)
Provision for income taxes	(364		)	(215		)	(911		)	(589		)
Equity in loss of unconsolidated joint ventures	(4,715		)	(3,616		)	(15,426		)	(37,869		)
Income from continuing operations	74,603			83,923			255,900			275,081
Allocation to noncontrolling interests	(25		)	(22		)	(69		)	(96		)
Net income attributable to the ventures	$	74,578		$	83,901		$	255,831		$	274,985
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	74,578		$	83,901		$	255,831		$	274,985
Joint venture partners' share of income	(30,050		)	(43,014		)	(116,372		)	(125,447		)
Elimination of (gain) loss from consolidated real estate investment with interest owned through joint venture	(77		)	—			1,363			—
Gain (loss) on retail investment	5,933			—			(4,853		)	—
Amortization of capital or basis differences	(14,447		)	(5,236		)	(36,085		)	(21,779		)
Equity in income of Unconsolidated Real Estate Affiliates	$	35,937		$	35,651		$	99,884		$	127,759

(1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Fashion Show subsequent to the formation of the joint venture on July 29, 2016 and Miami Design District subsequent to June 1, 2017.

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

24

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

The Unconsolidated Real Estate Affiliates represent our investments in real estate joint ventures that are not consolidated. We hold interests in 22 domestic joint ventures, comprising 38 U.S. retail properties and one joint venture 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 properties owned by these joint ventures.

On March 7, 2014, we formed a joint venture, AMX Partners, LLC ("AMX"), with Kahikolu Partners, LLC ("MKB") for the purpose of constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. AMX commenced recognizing revenues and cost of sales from the sale of condominiums using the percentage of completion method during 2016.

In accordance with GAAP, sales of condominiums have been recognized using the percentage of completion method. Under this method, revenue is recognized when (1) construction is beyond a preliminary stage, (2) buyers are unable to receive refunds of down-payments except in the event of non-delivery, (3) a substantial percentage of the condominiums are under firm contracts, (4) collection of the sales price is reasonably assured and (5) sales proceeds and costs can be reasonably estimated. The revenue from condominium sales is calculated based on the percentage of completion, as determined by the construction contract costs incurred to date in relation to the total estimated construction costs.

On March 24, 2016, Kenwood Towne Centre in Cincinnati, Ohio (property included in a joint venture of which we are 50% owner) acquired fee title to a portion of the property previously held under ground lease for a gross purchase price of $43.0 million.

On September 15, 2016, joint ventures we formed with Simon Property Group and Authentic Brands Group LLC acquired Aeropostale, which is presented as a retail investment above.

On June 1, 2017, we received an additional 7.3% of our joint venture partner's membership interests in Miami Design District in full satisfaction of two promissory notes for $57.6 million and $40.4 million, respectively, resulting in a total ownership of 22.3% (Note 13). We determined that we had significant influence over the investment subsequent to the acquisition of the additional interest, and therefore we changed our method of accounting for this joint venture from the cost method to the equity method (Note 2).

On July 12, 2017, we closed on the acquisition of the remaining 50% interest in 8 anchor boxes included in the GSPH joint venture with Seritage. We had previously owned a 50% interest in the joint venture and accounted for the joint venture using the equity method of accounting, but as a result of the transaction we now account for this joint venture using the consolidation method of accounting. Simultaneously, we distributed the 4 remaining anchor boxes in GSPH to a newly formed joint venture, GSPHII, between GGP and Seritage in which the ownership interest remains at 50% for both joint venture partners, and we continue to account for this joint venture using the equity method of accounting. Finally, we acquired a 50% interest in 5 anchor boxes through a newly formed joint venture, GSPH2017, which we account for using the equity method of accounting (Note 3).

On September 19, 2017, we entered into three transactions with affiliates of Thor related to joint ventures between GGP and Thor at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue. Subsequent to the transactions, we changed our method of accounting for these three joint ventures from the equity method of accounting to the consolidation method of accounting with our joint venture partner's share of equity included in noncontrolling interest (Note 3).

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 $5.1 billion as of September 30, 2017 and $5.4 billion as of December 31, 2016, 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 pro rata share of the debt for one 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 pro rata 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 $85.3 million at one property as of September 30, 2017, and $86.5 million as of December 31, 2016. We are obligated to contribute funds on an ongoing basis,

25

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of September 30, 2017, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

NOTE 6    MORTGAGES, NOTES AND LOANS PAYABLE

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

	September 30, 2017 (1)		Weighted-Average Interest Rate (2)		December 31, 2016 (3)			Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	10,451,125	4.41	%	$	10,441,166		4.44	%
Total fixed-rate debt	10,451,125		4.41	%	10,441,166			4.44	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	2,524,744		3.23	%	1,997,978			2.45	%
Revolving credit facility (5)	518,003		2.56	%	(8,726		)	—
Total variable-rate debt	3,042,747		3.12	%	1,989,252			2.45	%
Total Mortgages, notes and loans payable	$	13,493,872	4.12	%	$	12,430,418		4.12	%
Junior subordinated notes	$	206,200	2.76	%	$	206,200		2.34	%

(1)  Includes $24.6 million of market rate adjustments and $33.2 million of deferred financing costs, net.

(2)  Represents the weighted-average interest rates on our contractual principal balances.

(3)  Includes $27.8 million of market rate adjustments and $40.1 million of deferred financing costs, net.

(4)  $1.4 billion of the variable-rate balance is cross-collateralized.

(5) Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.

Collateralized Mortgages, Notes and Loans Payable

As of September 30, 2017, $17.9 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 $1.4 billion of debt, are cross-collateralized. Although a majority of the $13.0 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $825.5 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

During the nine months ended September 30, 2017, we paid down a $73.4 million consolidated mortgage note at one property. The prior loan had a term-to-maturity of 0.2 yearsand an interest rate of 5.6%. The property subsequently replaced a property that was sold during the nine months ended September 30, 2017 as collateral in our $1.4 billion loan secured by cross-collateralized mortgages on 15 properties. In addition, we obtained a new consolidated mortgage note at one property for $325.0 million with an interest rate of 3.98%. Finally, as a result of the three transactions with Thor (Note 3), we now use the consolidation method of accounting for a $340.0 million consolidated mortgage note with an interest rate of LIBOR plus 2.75% and a $190.0 million consolidated mortgage note with an interest rate of LIBOR plus 3.25%. We manage our exposure to interest rate fluctuations related to this debt using interest rate cap agreements which allow us to replace variable-rate debt with fixed-rate debt. However, our efforts to manage risks associated with interest rate volatility may not be successful.

During the year ended December 31, 2016, we paid down $294.4 million of consolidated mortgage notes at two properties. The prior loans had a weighted-average term-to-maturity of 1.2 years and a weighted-average interest rate of 5.3%. In conjunction with the pay down of the loans, we paid $5.4 million in transaction costs.

26

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

On April 25, 2016, we amended our $1.4 billion loan secured by cross-collateralized mortgages on 15 properties. The interest rate remained consistent at LIBOR plus 1.75%, however, we were able to decrease the recourse from 100% to 50% and extend the term for three years. The loan now matures April 25, 2019, with twoone year extension options.

Corporate and Other Unsecured Loans

We have certain unsecured debt obligations, the terms of which are described below:

	September 30, 2017 (1)		Weighted-Average Interest Rate		December 31, 2016 (2)		Weighted-Average Interest Rate
Unsecured debt:
Revolving credit facility	$	525,000	2.56	%	$	—	—
Total unsecured debt	$	525,000	2.56	%	$	—	—

(1) Excludes deferred financing costs of $7.0 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

(2) Excludes deferred financing costs of $8.7 million in 2016 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

Our revolving credit facility (the "Facility") as amended on October 30, 2015, provides for revolving loans of up to $1.1 billion. The Facility has an uncommitted accordion feature for a total facility of up to $1.5 billion. The Facility is scheduled to mature in October 2020 and is unsecured. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 130 to 190 basis points or at a base rate plus 30 to 90 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, 2017. As of September 30, 2017, $525.0 million was outstanding on the Facility.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the "Trust") and a wholly-owned subsidiary of GGPN, 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 GGPOP. 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 GGPOP due 2036. 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, 2036, 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 currently is a wholly-owned subsidiary of GGPN, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior subordinated notes as 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, 2017 and December 31, 2016.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $53.1 million as of September 30, 2017 and $57.8 million as of December 31, 2016. 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, 2017.

27

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 7    INCOME TAXES

We have elected to be taxed as a REIT under the Internal Revenue Code. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable ordinary income. 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 and capital gains. We are currently statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2014 through 2016 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2013 through 2016. We have one TRS that has extended the statute of limitations for the year ended December 31, 2013 until December 31, 2018 for purposes of reviewing a carryback claim.

We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of September 30, 2017.

NOTE 8    WARRANTS

Brookfield and certain parties who were previously members of a Brookfield investor consortium owned 73,930,000 warrants (the "Warrants") to purchase common stock of GGP with an initial weighted average exercise price of $10.70. Each Warrant was fully vested upon issuance, had a term of seven years and expires on November 9, 2017. Below is a summary of Warrants that were originally issued and are still outstanding as of September 30, 2017.

Initial Warrant Holder	Number of Warrants	Initial Exercise Price
Brookfield - A	57,500,000	$	10.75
Brookfield - B	16,430,000	10.50
	73,930,000

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 originally issued 73,930,000 Warrants. During 2016 and 2017, the number of shares issuable upon exercise of the outstanding Warrants changed as follows:

		Exercise Price
Record Date	Issuable Shares	Brookfield - A		Brookfield - B
April 15, 2016	90,288,964	$	8.80	$	8.60
July 15, 2016	90,865,607	8.75		8.54
October 14, 2016	91,553,142	8.68		8.48
December 15, 2016	92,344,178	8.61		8.41
December 27, 2016	93,268,285	8.52		8.32
April 13, 2017	94,170,214	8.44		8.24
July 13, 2017	95,057,357	8.36		8.17

As of September 30, 2017, the warrant holders had the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants) or net share settle at the option of the holder. The remaining 16,430,000 Warrants owned or managed by Brookfield must be net share settled. 

On October 6, 2017, Brookfield exercised Warrants to purchase68,820,268 shares of our common stock, par value $0.01 per share (Note 18).

28

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 9    EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to GGPOP Common, Preferred, and LTIP 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,
	2017			2016			2017			2016
Distributions to preferred GGPOP units	$	(874	)	$	(2,237	)	$	(3,889	)	$	(6,640	)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units)	(1,846		)	(3,879		)	(3,097		)	(5,608		)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units)	(515		)	(1,172		)	(1,068		)	(2,325		)
Net income allocated to noncontrolling interest in consolidated real estate affiliates	(257		)	(282		)	(1,103		)	(510		)
Allocation to noncontrolling interests	(3,492		)	(7,570		)	(9,157		)	(15,083		)
Other comprehensive (income) loss allocated to noncontrolling interests	(182		)	7			133			4
Comprehensive income allocated to noncontrolling interests	$	(3,674	)	$	(7,563	)	$	(9,024	)	$	(15,079	)

Noncontrolling Interests

The noncontrolling interest related to the Common, Preferred, and LTIP Units of GGPOP are presented either as redeemable noncontrolling interests in mezzanine equity or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity.

The redeemable Common and Preferred Units of GGPOP 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 redemption value (i.e. 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 in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net income (loss) attributable to GGP Inc.

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 GGPOP with our common stockholders. However, the GGPOP 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 and Preferred Units as of September 30, 2017, the aggregate amount of cash we would have paid would have been $173.9 million and $52.3 million, respectively.

GGPOP issued Preferred Units that are, or were, convertible into Common Units of GGPOP at the rates below (subject to adjustment). The holder may convert the Series D and Series E Preferred Units into Common Units of GGPOP at any time, subject to certain restrictions. The Common Units are convertible into common stock at approximately a one-to-one ratio at the current stock price.

29

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

	Number of Common Units for each Preferred Unit	Number of Contractual Preferred Units Outstanding as of September 30, 2017	Converted Basis to Common Units Outstanding as of September 30, 2017	Conversion Price		Redemption Value (1)
Series B	3.00000	10	—	$	16.66670	$	486
Series D	1.50821	533	835	33.15188		26,637
Series E	1.29836	503	679	38.51000		25,133
						$	52,256

(1) As of July 10, 2017, the Series B preferred unit conversion option expired and now has a fixed cash liquidation value of $50 per unit.

The following table reflects the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2017, and 2016.

Balance at January 1, 2016	$	287,627
Net income	5,608
Distributions	(3,078		)
Redemption of GGPOP units	(1,687		)
Other comprehensive loss	(4		)
Fair value adjustment for noncontrolling interests in Operating Partnership	2,377
Balance at September 30, 2016	$	290,843
Balance at January 1, 2017	$	262,727
Net income	3,097
Distributions	(4,731		)
Redemption of GGPOP units	(651		)
Other comprehensive loss	(133		)
Fair value adjustment for noncontrolling interests in Operating Partnership	(34,123		)
Balance at September 30, 2017	$	226,186

Common Stock Dividend

Our Board of Directors declared common stock dividends during 2017 and 2016 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2017
October 31	December 15, 2017	January 5, 2018	$	0.22
August 2	October 13, 2017	October 31, 2017	0.22
May 1	July 13, 2017	July 28, 2017	0.22
January 30	April 13, 2017	April 28, 2017	0.22
2016
December 13	December 27, 2016	January 27, 2017	$	0.26
October 31	December 15, 2016	January 6, 2017	0.22
August 1	October 14, 2016	October 31, 2016	0.20
May 2	July 15, 2016	July 29, 2016	0.19
February 1	April 15, 2016	April 29, 2016	0.19

30

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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, 34,625 shares were issued during the nine months ended September 30, 2017 and 20,759 shares were issued during the nine months ended September 30, 2016.

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 13, 2018, for $25.00 per share plus all accrued and unpaid dividends. We may redeem the Preferred Stock prior to February 13, 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).

Our Board of Directors declared preferred stock dividends during 2017 and 2016 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2017
October 31	December 15, 2017	January 2, 2018	$	0.3984
August 2	September 15, 2017	October 2, 2017	0.3984
May 1	June 15, 2017	July 3, 2017	0.3984
January 30	March 15, 2017	April 3, 2017	0.3984
2016
October 31	December 15, 2016	January 3, 2017	$	0.3984
August 1	September 15, 2016	October 3, 2016	0.3984
May 2	June 15, 2016	July 1, 2016	0.3984
February 1	March 15, 2016	April 1, 2016	0.3984

31

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Accumulated Other Comprehensive Loss

The following table reflects the activity of the components of accumulated other comprehensive loss for the three months ended September 30, 2017, and 2016:

	Foreign currency translation			Net unrealized gains (losses) on other financial instruments			Reclassification adjustment for realized gains on available-for-sale securities included in net income		Total
Balance at July 1, 2016	$	(69,251	)	$	120		$	—	$	(69,131	)
Other comprehensive income (loss)	(987		)	(16		)	—		(1,003		)
Balance at September 30, 2016	$	(70,238	)	$	104		$	—	$	(70,134	)
Balance at July 1, 2017	$	(71,708	)	$	115		$	—	$	(71,593	)
Other comprehensive income (loss)	3,884			9			—		3,893
Balance at September 30, 2017	$	(67,824	)	$	124		$	—	$	(67,700	)

The following table reflects the activity of the components of accumulated other comprehensive loss for the nine months ended September 30, 2017, and 2016:

	Foreign currency translation			Net unrealized gains (losses) on other financial instruments		Reclassification adjustment for realized gains on available-for-sale securities included in net income			Total
Balance at January 1, 2016	$	(84,798	)	$	100	$	11,894		$	(72,804	)
Other comprehensive income (loss)	14,560			4		(11,894		)	2,670
Balance at September 30, 2016	$	(70,238	)	$	104	$	—		$	(70,134	)
Balance at January 1, 2017	$	(70,560	)	$	104	$	—		$	(70,456	)
Other comprehensive income (loss)	2,736			20		—			2,756
Balance at September 30, 2017	$	(67,824	)	$	124	$	—		$	(67,700	)

Realized gains from the sale of available-for-sale securities are included in management fees and other corporate revenues.

32

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 10EARNINGS PER SHARE

Basic earnings per share ("EPS") is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of the Warrants and the dilutive effect of 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,
	2017			2016			2017			2016
Numerators - Basic and Diluted:
Net income	226,272			681,748			464,960			1,066,987
Preferred Stock dividends	(3,984		)	(3,984		)	(11,952		)	(11,951		)
Allocation to noncontrolling interests	(3,492		)	(7,570		)	(9,157		)	(15,083		)
Net income attributable to common stockholders	$	218,796		$	670,194		$	443,851		$	1,039,953
Denominators:
Weighted-average number of common shares outstanding - basic	878,663			885,092			881,786			883,720
Effect of dilutive securities	61,521			70,764			63,207			69,090
Weighted-average number of common shares outstanding - diluted	940,184			955,856			944,993			952,810
Anti-dilutive Securities:
Effect of Preferred Units	1,514			5,409			1,514			5,409
Effect of Common Units	8,374			4,768			5,991			4,768
Effect of LTIP Units	1,805			1,775			1,852			1,764
Weighted-average number of anti-dilutive securities	11,693			11,952			9,357			11,941

For the three and nine months ended September 30, 2017 and 2016, dilutive options and dilutive shares related to the Warrants are included in the denominator of diluted EPS.

Outstanding Common Units and LTIP Units have been excluded from the diluted earnings per share calculation because including such units would also require that the share of GGPOP income attributable to such units be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Units dividend be added back to the net income, resulting in anti-dilution. Subsequent to September 30, 2017, Brookfield exercised Warrants for 68,820,268 shares or common stock using both full and net share settlement. Approximately 49 million shares were already included in the diluted share count, thus the share count will increase by an incremental 20 million shares subsequent to quarter end (Note 18).

GGP owned 56,267,195 and 55,969,390 shares of treasury stock as of September 30, 2017 and 2016. These shares are presented as common stock in treasury, at cost, on our Consolidated Balance Sheets. Additionally, GGPN holds 27,459,195 shares of stock as a result of warrants purchased during the year ended December 31, 2013. These shares are presented as issued, but not outstanding on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

33

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 11STOCK-BASED COMPENSATION PLANS

The GGP 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 and its subsidiaries and affiliates are eligible for the Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of GGP's common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years.

On November 12, 2014, the Company's Equity Plan was amended to allow for the grant of LTIP Units to certain officers, directors, and employees of the Company as an alternative to the Company's stock options or restricted stock. LTIP Units are classes of partnership interests that under certain conditions, including vesting, are convertible by the holder into common units, which are redeemable by the holder for common shares on a one-to-one ratio (subject to adjustment for changes to GGP's capital structure) or for the cash value of such shares at the option of the Company.

On February 17, 2016, the Company's Equity Plan was amended to allow for the grant of restricted stock or LTIP Units to certain officers, directors, and employees of the Company that vest based on the achievement of certain established metrics that are based on the performance of the Company.

On January 1, 2017, the Company adopted ASU 2016-09, Compensation - Stock Compensation. This new guidance allowed us to make the election to account for share-based payment forfeitures when they occur versus estimating a forfeiture rate. This resulted in a cumulative effect of accounting change adjustment of $3.0 million to additional paid-in capital, noncontrolling interests related to LTIP Units and accumulated distributions in excess of earnings as of January 1, 2017.

Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2017, and 2016 is summarized in the following table in thousands:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Stock options - Property management and other costs	$	811	$	1,479	$	2,766	$	4,632
Stock options - General and administrative	1,814		2,806		6,449		8,297
Restricted stock - Property management and other costs	1,366		772		4,424		2,080
Restricted stock - General and administrative	540		162		2,368		473
LTIP Units - Property management and other costs	397		379		1,189		967
LTIP Units - General and administrative	3,389		3,879		14,330		10,925
Total	$	8,317	$	9,477	$	31,526	$	27,374

34

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan for GGP for the nine months ended September 30, 2017, and 2016:

	2017				2016
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price (1)
Stock options Outstanding at January 1,	15,277,189		$	17.90	18,162,700		$	17.34
Granted	—		—		91,261		25.81
Exercised	(443,221	)	18.05		(2,699,998	)	14.20
Forfeited	(148,040	)	22.31		(224,247	)	19.80
Expired	(4,107	)	28.86		(15,608	)	17.73
Stock options Outstanding at September 30,	14,681,821		$	17.85	15,314,108		$	17.91

(1) Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016.

	2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value (1)
LTIP Units Outstanding at January 1,	4,345,912		$	27.27	1,724,747		$	29.32
Granted	553,526		25.38		2,640,963		25.89
Exercised	(92,880	)	29.15		—		—
Forfeited	(58,894	)	26.77		(38,862	)	28.98
Expired	—		—		—		—
LTIP Units Outstanding at September 30,	4,747,664		$	27.02	4,326,848		$	27.23

(1) Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016.

	2017				2016
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Restricted stock Outstanding at January 1,	476,686		$	27.11	206,219		$	29.16
Granted	808,448		25.30		346,873		26.18
Vested	(170,137	)	26.78		(66,578	)	28.61
Canceled	(100,357	)	26.02		(7,322	)	27.62
Restricted stock Outstanding at September 30,	1,014,640		25.83		479,192		27.10

35

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 12ACCOUNTS RECEIVABLE, NET

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2017			December 31, 2016
Trade receivables	$	102,908		$	107,107
Short-term tenant receivables	2,957			1,414
Straight-line rent receivable	235,216			227,859
Other accounts receivable	3,687			3,699
Total accounts receivable	344,768			340,079
Provision for doubtful accounts	(20,189		)	(17,883		)
Total accounts receivable, net	$	324,579		$	322,196

NOTE 13NOTES RECEIVABLE

The following table summarizes the significant components of notes receivable.

	September 30, 2017		December 31, 2016
Notes receivable	$	404,650	$	665,289
Accrued interest	10,849		13,207
Total notes receivable	415,499		678,496

As a result of the transactions described in Note 3, 530 Fifth Avenue and 685 Fifth Avenue are now accounted for under the consolidation method of accounting. Therefore, the $148.1 million and $48.1 million notes receivable due from our joint venture partner related to the properties at 685 Fifth Avenue and 530 Fifth Avenue, respectively, are presented on the balance sheet net of noncontrolling interests in consolidated real estate affiliates. Additionally, the $31.0 million mezzanine loan provided to the 530 Fifth Avenue joint venture and the $53.0 million mezzanine loan provided to the 218 W. 57th Street joint venture are now eliminated as part of the consolidation of the properties.

On July 12, 2017, we entered into a promissory note with our joint venture GS Portfolio Holding LLC, in which we lent GS Portfolio Holding LLC $127.4 million that bears interest at 6.6% per annum from July 12, 2017 to December 31, 2017, and 6.3% from January 1, 2018 to December 31, 2018. Interest payments occur a month in arrears, commencing on the first day of the second calendar month with a final payment on the maturity date. The note is collateralized by GS Portfolio Holdings LLC's interest in four anchor boxes (Note 3).

On May 23, 2017, we entered into a promissory note with our joint venture partner, Bayside Equities, LLC ("Bayside Equities"), a subsidiary of AHC, in which we lent Bayside Equities $19.1 million that bears interest at 12.2% per annum. The note is collateralized by Bayside Equities' economic interest in Riverchase Galleria and the Tysons Galleria anchor box.

On July 29, 2016, we settled a note receivable in the net amount of $78.9 million issued to Rique Empreendimentos e Participacoes Ltda. ("Rique") in exchange for approximately 18.3 million shares in Aliansce Shopping Centers, S.A. ("Aliansce"), resulting in an 11.3% ownership in Aliansce. On September 29, 2016, we sold the 18.3 million shares in Aliansce to the Canada Pension Plan Investment Board for a sales price of $84.9 million. The note receivable was issued in conjunction with our sale of Aliansce to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable was denominated in Brazilian Reais, bore interest at an effective interest rate of approximately 14%, was collateralized by shares of common stock in Aliansce, and required annual principal and interest payments over the term. During the nine months ended September 30, 2016, we determined, based on current information and events, that it was probable that we would be unable to collect all amounts due according to the contractual terms of the receivable. As the note receivable was a collateral dependent loan, we estimated the provision for loss based on the fair value of the market price of the Aliansce shares which served as the collateral for the loan. We recognized a $29.4 million loss on the note recorded in the provision for loan loss on the Consolidated Statements of Comprehensive Income based on the value of the collateral and included accrued interest of $7.5 million in the provision for loan loss. We recognized

36

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Comprehensive Income.

On November 11, 2015, we entered into a promissory note with our joint venture partner, Ashkenazy Holding Co., LLC ("AHC"), in which we lent AHC $57.6 million that bears interest at 8% per annum. The note was collateralized by AHC's equity in Miami Design District Associates, which is part of the AACMDD Group, LLC joint venture ("AACMDD"). On November 18, 2016, the maturity date of the note was amended to November 15, 2019. On June 1, 2017, AHC conveyed the collateral of the note in full satisfaction of the receivable and $2.6 million in accrued interest.

On September 17, 2015, we entered into a promissory note with our joint venture partner, AHC, in which we lent AHC $40.4 million that bears interest at 6% per annum. The note was collateralized by AHC's equity in Miami Design District Associates, which is part of AACMDD. On November 18, 2016, the maturity date of the note was amended to September 17, 2019. On June 1, 2017, AHC conveyed the collateral of the note in full satisfaction of the receivable and $1.1 million in accrued interest.

The two AHC promissory notes discussed above were collectively collateralized by 7.3% of our joint venture partner's membership interests in Miami Design District.

On June 30, 2015, we entered into a promissory note with our joint venture partner MKB (defined in Note 5), in which we would lend MKB up to $80 million for capital calls after an initial contribution of $80 million by MKB and until the joint venture secured construction financing. This loan bears interest at LIBOR plus 6% and is secured by MKB's partnership interest in AMX, which is constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. On August 2, 2017 the outstanding note balance of $17.1 million was paid off. Construction financing closed during the third quarter of 2015.

Notes receivable includes $204.3 million of notes receivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York. The first note was issued for $104.3 million to our joint venture partner in the retail portion and bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at 9.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of September 30, 2017, there was $154.8 million and $80.0 million outstanding on these loans, respectively.

37

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 14PREPAID EXPENSES AND OTHER ASSETS

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

	September 30, 2017								December 31, 2016
	Gross Asset		Accumulated Amortization			Balance			Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	427,605	$	(317,067	)	$	110,538		$	512,802	$	(368,900	)	$	143,902
Below-market ground leases, net	118,994		(14,349		)	104,645			118,994		(12,788		)	106,206
Real estate tax stabilization agreement, net	111,506		(43,503		)	68,003			111,506		(38,769		)	72,737
Total intangible assets	$	658,105	$	(374,919	)	$	283,186		$	743,302	$	(420,457	)	$	322,845
Remaining prepaid expenses and other assets:
Security and escrow deposits						72,953								59,054
Prepaid expenses						52,564								46,709
Other non-tenant receivables						29,999								34,677
Deferred tax, net of valuation allowances						(1,300		)						6,943
Other						57,838								36,293
Total remaining prepaid expenses and other assets						212,054								183,676
Total prepaid expenses and other assets						$	495,240							$	506,521

38

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 15ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

	September 30, 2017							December 31, 2016
	Gross  Liability		Accumulated Accretion			Balance		Gross  Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	251,789		(161,455		)	$	90,334	267,048		(172,210		)	$	94,838
Above-market headquarters office leases, net	4,342		(2,412		)	1,930		15,268		(10,346		)	4,922
Above-market ground leases, net	9,127		(2,533		)	6,594		9,127		(2,258		)	6,869
Total intangible liabilities	$	265,258	$	(166,400	)	$	98,858	$	291,443	$	(184,814	)	$	106,629
Remaining Accounts payable and accrued expenses:
Accrued interest						44,522							47,821
Accounts payable and accrued expenses						94,400							87,485
Accrued real estate taxes						107,981							87,313
Deferred gains/income						95,768							91,720
Accrued payroll and other employee liabilities						43,909							57,721
Construction payable						127,672							115,077
Tenant and other deposits						35,297							15,061
Insurance reserve liability						15,166							14,184
Capital lease obligations						5,386							5,386
Conditional asset retirement obligation liability						6,316							5,327
Other						103,338							21,638
Total remaining Accounts payable and accrued expenses						679,755							548,733
Total Accounts payable and accrued expenses						$	778,613						$	655,362

NOTE 16LITIGATION

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. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

39

GGP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 17COMMITMENTS 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 been straight-lined over the term of the lease, to the extent applicable. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	2,177	$	2,131	$	6,562	$	6,376
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	1,605		1,551		4,846		4,637

NOTE 18    SUBSEQUENT EVENTS

On October 3, 2017, GGP acquired a 100% interest in 2 anchor boxes at Neshaminy Mall and Oakwood Center located in Bensalem, Pennsylvania and Gretna, Louisiana, respectively. Additionally, we terminated leases at 2 anchor boxes at Oxmoor Center and Crossroads Center located in Louisville, Kentucky and St. Cloud, Minnesota, respectively. The net consideration of the 2 acquired anchor boxes and 2 anchor box lease terminations was $20.5 million.

On October 6, 2017, Brookfield exercised Warrants to purchase 68,820,268 shares of our common stock, par value $0.01 per share. Warrants were exercised using the full physical settlement method resulting in the issuance of 55,296,573 shares of common stock for an aggregate of $462.4 million in cash and 13,523,695 shares of common stock were issued under net share settlement at a price of $21.21 per share.

On October 13, 2017, we refinanced a consolidated mortgage note at 530 Fifth Avenue. The new loan has a balance of $110.0 million, a term-to-maturity of 4.1 years and an interest rate of LIBOR plus 3.25%.

On October 25, 2017, Abu Dhabi Investment Authority exercised approximately 5.5 million warrants that were net share settled for approximately 4.3 million shares.

40

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 owning and operating best-in-class retail properties that provide an outstanding environment and experience for our communities, retailers, employees, consumers and shareholders. We are an S&P 500 real estate company with a property portfolio comprised primarily of Class A retail properties (defined primarily by sales per square foot) and urban retail properties. GGP Inc. defines best-in-class retail and modern luxury through curated merchandising and elegant culinary experiences set against the backdrop of refined ambiance across this distinguished collection of destinations. Our retail properties are the core centers of retail, dining and entertainment within their trade areas and, therefore, represent hubs of daily life. As of September 30, 2017, we own, either entirely or with joint venture partners, 126 retail properties located throughout the United States comprising approximately 123 million square feet of gross leasable area ("GLA").

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.

We seek to increase long-term Company NOI and Company EBITDA (as defined below) growth through proactive management and leasing of our properties. We also recycle capital through strategic dispositions in order to opportunistically invest in high quality retail properties, as well as control operating expenses. We believe that the following items are the most significant drivers affecting incremental cash flow and Company EBITDA growth:

• contractual rent increases;

• occupancy growth;

• positive leasing spreads;

• income from redevelopment projects; and

• managing operating expenses.

As of September 30, 2017 the portfolio was 96.5% leased, compared to 96.7% leased at September 30, 2016. On a suite-to-suite basis, the leases commencing occupancy in the trailing 12 months exhibited initial rents that were 9.9% higher than the final rents paid on expiring leases. Our overall leasing activity is approximately twice the amount of GLA included in the suite-to-suite comparison due to leasing of anchor boxes that are not included in the suite-to-suite spreads.

We have identified approximately $1.5 billion of development and redevelopment projects within our portfolio, including re-development of anchor box spaces, over 80% of which is being invested into Class A retail properties. We currently expect to achieve stabilized returns of approximately 7-9% for all projects.

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

Financial Overview

Net income attributable to GGP Inc. decreased from $1,051.9 million for the nine months ended September 30, 2016 to $455.8 million for the nine months ended September 30, 2017 primarily due to 2016 gains related to the sale of interests in three properties. Our Company NOI (as defined below) remained flat of $1,699.6 million for the nine months ended September 30, 2016 compared to $1,714.9 million for the nine months ended September 30, 2017. Our Company FFO (as defined below) decreased2.2% from $1,059.1 million for the nine months ended September 30, 2016 to $1,035.5 million for the nine months ended September 30, 2017 primarily due to decreased income recognition on condominiums.

See Non-GAAP Supplemental Financial Measures below for a discussion of Company NOI, Company EBITDA and Company FFO, along with a reconciliation to the comparable GAAP measures, Operating income and Net income attributable to GGP Inc.

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Operating Metrics

The following table summarizes selected operating metrics for our portfolio.

	September 30, 2017 (1)			September 30, 2016 (1)
In-Place Rents per square foot (2)
Consolidated Properties	$	65.63		$	65.17
Unconsolidated Properties	101.85			101.11
Total Retail Properties	$	78.02		$	77.41
Percentage Leased
Consolidated Properties	96.8		%	96.6		%
Unconsolidated Properties	95.9		%	96.9		%
Total Retail Properties	96.5		%	96.7		%
Tenant Sales Volume (All Less Anchors) (3)
Consolidated Properties	$	12,091		$	12,253
Unconsolidated Properties	9,068			8,805
Total Retail Properties	$	21,158		$	21,058
Tenant Sales per square foot (3)
Consolidated Properties	$	502		$	506
Unconsolidated Properties	765			740
Total Retail Properties	$	589		$	584

(1) Metrics exclude properties acquired in the year ended December 31, 2016 and the nine months ended September 30, 2017 and certain other retail properties.

(2) Rent is presented on a cash basis and consists of base minimum rent and common area costs.

(3) Tenant Sales Volume (All Less Anchors) is presented as total sales volume in millions of dollars and Tenant Sales <10,000 square feet is presented as sales per square foot in dollars.

Lease Spread Metrics

The following table summarizes signed leases compared to expiring leases in the same suite, for leases where (1) the downtime between new and previous tenant was less than 24 months, (2) the occupied space between the previous tenant and new tenant did not change by more than 10,000 square feet and (3) the new lease is at least a year.

	# of Leases	SF	Term (in years)	Initial Rent PSF (1)		Expiring Rent PSF (2)		Initial Rent Spread		% Change
Trailing 12 Month Commencements	1,579	4,743,623	6.6	$	62.87	$	57.21	$	5.66	9.9	%

(1) Represents initial annual rent over the lease consisting of base minimum rent and common area maintenance.

(2) Represents expiring rent at end of lease consisting of base minimum rent and common area maintenance.

42

Results of Operations

Three months ended September 30, 2017 and 2016

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

	Three Months Ended September 30,
	2017			2016			$ Change			% Change
	(Dollars in thousands)
Components of Minimum rents:
Base minimum rents	$	357,292		$	352,023		$	5,269		1.5	%
Lease termination income	9,071			1,840			7,231			393.0
Straight-line rent	2,768			3,552			(784		)	(22.1	)
Above and below-market tenant leases, net	(5,274		)	(9,739		)	4,465			(45.8	)
Total Minimum rents	$	363,857		$	347,676		$	16,181		4.7	%

Base minimum rents increased $5.3 million primarily due to the acquisition of the remaining 50% interest in Riverchase Galleria from our joint venture partner during the fourth quarter of 2016, resulting in a $5.1 million increase in base minimum rents during the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

Lease termination income increased $7.2 million primarily due to lease terminations at multiple tenants spread across the portfolio during the three months ended September 30, 2017.

Management fees and other corporate revenues increased $8.4 million primarily due to property and asset management fees related to the new Seritage joint venture and lease fees at 530 Fifth Avenue during the third quarter of 2017 (Note 3).

Other revenue increased $2.5 million primarily due to the recognition of a $2.3 million gain on the sale of land at one operating property during the three months ended September 30, 2017.

Property maintenance costs decreased $1.3 million primarily due to operational efficiencies.

Other property operating costs increased $2.4 million primarily due to the acquisition of the remaining 50% interest in Riverchase Galleria from our joint venture partner during the fourth quarter of 2016, resulting in a $1.4 million increase in other property operating costs during the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

Recovery of loan loss of $6.7 million relates to the settlement of the Rique note receivable during 2016 (Note 13).

Provision for impairment of $28.3 million is related to impairment charges recorded on one operating property during the three months ended September 30, 2016 (Note 2).

Depreciation and amortization decreased $21.1 million primarily due to the write-off of anchor buildings demolished at two operating properties during the three months ended September 30, 2016.

Interest and dividend income increased $1.8 million primarily due to an increase in interest income related to notes receivable due from joint venture partners (Note 13).

Interest expense decreased $5.3 million due to a mortgage note paid down at one of our operating properties during 2016, resulting in a $3.4 million decrease in interest expense (Note 6) and the conveyance of Lakeside Mall to the lender in full satisfaction of the debt, resulting in a $3.0 million decrease in interest expense. The decreases were partially offset by an outstanding revolver balance in the three months ended September 30, 2017 and an increase in the LIBOR rate over the prior year.

The loss on foreign currency during the three months ended September 30, 2016 is related to the impact of changes in the exchange rate on a note receivable denominated in Brazilian Reais and received in conjunction with the sale of Aliansce in the third quarter of 2013. The note receivable was settled during 2016 (Note 13). The gain on foreign currency during the three months ended September 30, 2017 is related to the impact of changes in the exchange rate on the proceeds from the settlement, which are held in Brazilian Reais.

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The gain from changes in control of investment properties and other of $95.2 million during the three months ended September 30, 2017 relates to the transaction at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue and the Seritage joint venture transactions. The gain from changes in control of investment properties and other of $620.3 million during the three months ended September 30, 2016 primarily relates to the sale of an interest in Fashion Show, the sale of our interests in two operating properties and additional development related to our sale of a 25% interest in Ala Moana Center in 2015 (Note 3).

Provision for income taxes increased $6.9 million primarily due to tax credits related to solar investments received during the three months ended September 30, 2016.

Unconsolidated Real Estate Affiliates - gain on investment during the three months ended September 30, 2016 relates to additional development related to the sale of an additional 12.5% interest in Ala Moana Center during the second quarter of 2015 (Note 3).

Nine months ended September 30, 2017 and 2016

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

	Nine Months Ended September 30,
	2017			2016			$ Change			% Change
	(Dollars in thousands)
Components of Minimum rents:
Base minimum rents	$	1,061,730		$	1,088,110		$	(26,380	)	(2.4	)%
Lease termination income	18,379			10,801			7,578			70.2
Straight-line rent	3,260			13,998			(10,738		)	(76.7	)
Above and below-market tenant leases, net	(21,294		)	(30,689		)	9,395			(30.6	)
Total Minimum rents	$	1,062,075		$	1,082,220		$	(20,145	)	(1.9	)%

Base minimum rents decreased $26.4 million primarily due to our sale of an interest in Fashion Show during the third quarter of 2016. This resulted in $45.0 million less base minimum rents during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. In addition, the sale of two operating properties during the third quarter of 2016 resulted in $7.7 million less base minimum rents. The acquisition of the remaining 50% interest in Riverchase Galleria from our joint venture partner and the acquisition of 605 N. Michigan Avenue during the fourth quarter of 2016 resulted in an offsetting $19.5 million increase in base minimum rents.

Lease termination income increased $7.6 million primarily due to lease terminations at multiple tenants spread across the portfolio during the nine months ended September 30, 2017.

Tenant recoveries decreased $18.5 million primarily due to our sale of an interest in Fashion Show during the third quarter of 2016. This resulted in $18.5 million less tenant recoveries during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. In addition, the sale of two operating properties during the third quarter of 2016 resulted in $3.0 million less tenant recoveries and reimbursable common area maintenance charges decreased by $11.6 million across the portfolio. The acquisition of the remaining 50% interest in Riverchase Galleria from our joint venture partner during the fourth quarter of 2016 resulted in an offsetting $7.9 million increase in tenant recoveries and reimbursable taxes increased by $7.8 million.

Management fees and other corporate revenues increased $4.7 million primarily due to $3.4 million in property management fees related to the joint venture formed with Fashion Show during the third quarter of 2016, $5.4 million in property and asset management fees related to the Seritage joint venture during the third quarter of 2017 (Note 3), a $4.3 million one-time profit participation payment received during the nine months ended September 30, 2017 related to our Aeropostale joint venture (Note 5) and $2.5 million in leasing fees at 530 Fifth Avenue. This is partially offset by the divestiture of our investment in Seritage Growth Properties stock during the nine months ended September 30, 2016, which resulted in a $13.1 million gain (Note 2).

Other revenue increased $3.5 million primarily due to the recognition of $4.6 million in gains on the sale of land at two operating properties during the nine months ended September 30, 2017 and a contract termination fee of $3.2 million received during the nine months ended September 30, 2017. The recognition of gains on the sale of air rights at Ala Moana Center resulted in an offsetting decrease in other revenue. During the nine months ended September 30, 2016, $13.1 million previously deferred gains were recognized, and during the nine months ended September 30, 2017, $7.0 million of previously deferred gains were recognized.

Property maintenance costs decreased $5.0 million primarily due to operational efficiencies.

44

Marketing costs decreased $1.9 million primarily due to a change in corporate strategy that resulted in a net reduction in spending.

Other property operating costs decreased $0.7 million primarily due to our sale of an interest in Fashion Show during the third quarter of 2016. This resulted in $5.9 million less other property operating costs during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. The acquisition of the remaining 50% interest in Riverchase Galleria from our joint venture partner during the fourth quarter of 2016 resulted in an offsetting $3.9 million increase in other property operating costs.

Provision for loan loss of $29.4 million relates to the settlement of the Rique note receivable during 2016 (Note 13).

Property management and other costs increased $8.5 million primarily due to bonus savings in the prior year.

Provision for impairment of $73.0 million is related to impairment charges recorded on three operating properties during the nine months ended September 30, 2016 (Note 2).

Interest and dividend income increased $7.8 million primarily due to interest income received during the nine months ended September 30, 2017 on the proceeds of the settlement of the Rique note receivable in the third quarter of 2016. As it was determined during the first quarter of 2016 that it was probable that we would be unable to collect all amounts due according to the contractual terms of the receivable, interest income on the note receivable was not recognized subsequent to the first quarter of 2016 (Note 13).

Interest expense decreased $34.8 million primarily due to our sale of an interest in Fashion Show during the third quarter of 2016. This resulted in $20.1 million less interest expense during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. In addition, we paid down mortgage notes at two operating properties during 2016, resulting in a $9.3 million decrease in interest expense (Note 6). We also sold two operating properties during 2016, resulting in a $2.7 million decrease in interest expense. The decreases were partially offset by an outstanding revolver balance in the three months ended September 30, 2017 and an increase in the LIBOR rate over the prior year.

The gain on foreign currency during the nine months ended September 30, 2016 is related to the impact of changes in the exchange rate on a note receivable denominated in Brazilian Reais and received in conjunction with the sale of Aliansce in the third quarter of 2013. The note receivable was settled during 2016 (Note 13). The gain on foreign currency during the nine months ended September 30, 2017 is related to the impact of changes in the exchange rate on the proceeds from the settlement, which are held in Brazilian Reais.

The gain from changes in control of investment properties and other of $79.3 million during the nine months ended September 30, 2017 relates to the transaction at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue, the Seritage joint venture, the acquisition of the remaining interest in Neshaminy Mall and our sale of our interest in Red Cliffs Mall. The gain from changes in control of investment properties and other of $733.4 million during the nine months ended September 30, 2016 relates to the sale of an interest in Fashion Show, the sale of our interests in five operating properties, and additional development related to our sale of Ala Moana Center in 2015 (Note 3).

The gain on extinguishment of debt during the nine months ended September 30, 2017 relates to Lakeside Mall, which was conveyed to the lender in full satisfaction of the debt (Note 3).

Provision for income taxes increased $14.6 million primarily due to tax credits related to solar investments received during the nine months ended September 30, 2016 and the tax impact of the provision for loan loss related to the Rique note recorded during the nine months ended September 30, 2016 (Note 13).

Equity in income of Unconsolidated Real Estate Affiliates decreased by $27.9 million primarily due to decreased income recognition on condominiums during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 (Note 5), partially offset by our share of income in the Fashion Show joint venture formed during the third quarter of 2016.

Unconsolidated Real Estate Affiliates - gain on investment during the nine months ended September 30, 2016 is primarily related to the sale of our interests in three operating properties and additional development related to the sale of an additional 12.5% interest in Ala Moana Center during the second quarter of 2015 (Note 3).

45

Liquidity and Capital Resources

Our primary source of cash is from the ownership and management of our properties and strategic dispositions. We may generate cash from refinancings or borrowings under our revolving credit facility. Our primary uses of cash include payment of operating expenses, debt service, reinvestment in and redevelopment of properties, tenant allowances, dividends, share repurchases and acquisitions.

We anticipate maintaining financial flexibility by managing our future maturities, amortization of debt, and minimizing cross collateralizations and corporate guarantees. We believe that we currently have sufficient liquidity to satisfy all of our commitments in the form of $311.1 million of consolidated unrestricted cash and $525.0 million of available credit under our credit facility as of September 30, 2017, as well as anticipated cash provided by operations.

Our key financing objectives include:

• to obtain property-secured debt with laddered maturities;

• to strategically leverage unencumbered retail properties; and

• to minimize the amount of debt that is cross-collateralized and/or recourse to us.

We may raise capital through public or private issuances of debt securities, preferred stock, common stock, common units of the Operating Partnerships (as defined in Note 1), share repurchases or other capital raising activities.

During the nine months ended September 30, 2017, we paid down a $73.4 million consolidated mortgage note at one property. The prior loan had a term-to-maturity of 0.2 yearsand an interest rate of 5.6%. The property subsequently replaced a property that was sold during the nine months ended September 30, 2017 as collateral in our $1.4 billion loan secured by cross-collateralized mortgages on 15 properties. In addition, we obtained a new consolidated mortgage note at one property for $325.0 million with an interest rate of 3.98%.

During the year ended December 31, 2016, we paid down $294.4 million of consolidated mortgage notes at two properties. The prior loans had a weighted-average term-to-maturity of 1.2 years and a weighted-average interest rate of 5.3%. In conjunction with the pay down of the loans, we paid $5.4 million in transaction costs.

As of September 30, 2017, we had $3.4 billion of debt pre-payable at our proportionate share without penalty. We may pursue opportunities to refinance this debt at lower interest rates and longer maturities.

As of September 30, 2017, our proportionate share of total debt aggregated $19.2 billion. Our total debt includes our consolidated debt of $13.7 billion and our share of Unconsolidated Real Estate Affiliates debt of $5.5 billion. Of our proportionate share of total debt, $1.7 billion is recourse to the Company or its subsidiaries (including the facility) due to guarantees or other security provisions for the benefit of the note holder.

The amount of debt due in the next three years represents 15.5% of our total debt at maturity. The maximum amount due in any one of the next ten years is no more than $3.2 billion at our proportionate share or approximately 17.9% of our total debt at maturity.

The following table illustrates the scheduled payments for our proportionate share of total debt as of September 30, 2017. The $206.2 million of Junior Subordinated Notes are due in 2036, but we may redeem them any time after April 30, 2011 (Note 6). As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to 2021.

	Consolidated		Unconsolidated
	(Dollars in thousands)
2017	$	—	$	—
2018	335,735		186,780
2019	1,668,276		1,019,345
2020	2,043,269		1,194,816
2021	2,644,349		322,240
Subsequent	7,008,443		2,823,996
Total	$	13,700,072	$	5,547,177

We believe we will be able to extend the maturity date, repay under our available line of credit or refinance the consolidated debt that is scheduled to mature in 2018. We also believe that the joint ventures will be able to refinance the debt of our Unconsolidated

46

Real Estate Affiliates upon maturity; however, there can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

Acquisitions and Joint Venture Activity

From time-to-time we may acquire whole or partial interests in high-quality retail properties or make strategic dispositions. Refer to Note 3 for more information.

Warrants and Brookfield Investor Ownership

Brookfield and certain parties who were previously members of a Brookfield investor consortium own or manage on behalf of third parties all of the Company's outstanding Warrants (Note 8) which are exercisable into approximately 57 million common shares of the Company at a weighted-average exercise price of $8.32 per share, assuming net share settlement at September 30, 2017. The strike price and common shares issuable under the Warrants adjust for dividends declared by the Company.

Subsequent to quarter end, on October 6, 2017, Brookfield exercised warrants to acquire an aggregate of 68,820,268 shares of the Company's Common Stock using both full share and net share settlement (Note 18).

Developments and Redevelopments

We are currently redeveloping several consolidated and unconsolidated properties primarily to improve the productivity and value of the property, convert large-scale anchor boxes into smaller leasable areas and to create new in-line retail space and new restaurant venues.

We have development and redevelopment activities totaling approximately $1.4 billion under construction and $156 million in the pipeline. We continue to evaluate a number of other redevelopment projects to further enhance the quality of our assets. Expected returns are based on the completion of current and future redevelopment projects, and the success of the leasing and asset management plans in place for each project. Expected returns are subject to a number of variables, risks, and uncertainties including those disclosed within Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 (our "Annual Report"). We also refer the reader to our disclosure related to forward-looking statements, below. The following table illustrates our planned redevelopments:

Property	Description	GGP's Total Projected Share of Cost		GGP's Investment to Date (1)		Expected Return on Investment (2)	Stabilized Year
Major Development Summary (in millions, at share unless otherwise noted)
Under Construction
New Development Norwalk, CT	Ground up development	525		113		8-9%	2020
Staten Island Mall Staten Island, NY	Expansion	231		95		7-9%	2019
Other Projects	Redevelopment projects at various properties	606		440		6-8%	2017-2018
	Total Projects Under Construction	$	1,362	$	648
Projects in Pipeline
Other Projects	Redevelopment projects at various properties	156		47		8-9%	TBD
	Total Projects in Pipeline	$	156	$	47

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

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

Our investment in these projects for the nine months ended September 30, 2017 has increased from December 31, 2016 in conjunction with the applicable development plan and as projects near completion. The continued progression of redevelopment projects resulted in increases to GGP's investment to date.

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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 is based upon qualified expenditures and interest rates; capitalized leasing and development costs are based upon time expended on these activities. These costs are amortized over lives which are consistent with the related asset.

	Nine Months Ended September 30,
	2017		2016
	(Dollars in thousands)
Operating capital expenditures (1)	$	119,295	$	120,485
Tenant allowances and capitalized leasing costs (2)	143,559		109,942
Capitalized interest and capitalized overhead	44,942		44,954
Total	$	307,796	$	275,381

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

(2) Tenant allowances paid on 3.5 million square feet.

Common Stock Dividends

Our Board of Directors declared common stock dividends during 2017 and 2016 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2017
October 31	December 15, 2017	January 5, 2018	$	0.22
August 2	October 13, 2017	October 31, 2017	0.22
May 1	July 13, 2017	July 28, 2017	0.22
January 30	April 13, 2017	April 28, 2017	0.22
2016
December 13	December 27, 2016	January 27, 2017	$	0.26
October 31	December 15, 2016	January 6, 2017	0.22
August 1	October 14, 2016	October 31, 2016	0.20
May 2	July 15, 2016	July 29, 2016	0.19
February 1	April 15, 2016	April 29, 2016	0.19

Preferred Stock Dividends

On February 13, 2013, we issued, under a public offering, 10,000,000 shares of 6.375% Series A Cumulative Stock at a price of $25.00 per share. Our Board of Directors declared preferred stock dividends during 2017 and 2016 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2017
October 31	December 15, 2017	January 2, 2018	$	0.3984
August 2	September 15, 2017	October 2, 2017	0.3984
May 1	June 15, 2017	July 3, 2017	0.3984
January 30	March 15, 2017	April 3, 2017	0.3984
2016
October 31	December 15, 2016	January 3, 2017	$	0.3984
August 1	September 15, 2016	October 3, 2016	0.3984
May 2	June 15, 2016	July 1, 2016	0.3984
February 1	March 15, 2016	April 1, 2016	0.3984

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Summary of Cash Flows

Cash Flows from Operating Activities

Net cash provided by operating activities was $938.3 million for the nine months endedSeptember 30, 2017 and $823.6 million for the nine months endedSeptember 30, 2016. Significant changes in the components of net cash provided by operating activities include:

• in 2017, an increase in cash inflows from distributions received from unconsolidated real estate affiliates;

• in 2017, a decrease in cash outflows for marketing and property maintenance & operating costs due to a continued effort to reduce operating expenses; and

• in 2016, an increase in cash inflows from overage rent and tenant recoveries.

Cash Flows from Investing Activities

Net cash (used in) provided by investing activities was $(694.6) million for the nine months endedSeptember 30, 2017 and $793.3 million for the nine months endedSeptember 30, 2016. Significant components of net cash (used in) provided by investing activities include:

• in 2017, development of real estate and property improvements, ($742.1) million;

• in 2017, net proceeds from distributions received from unconsolidated real estate in excess of income, $81.7 million;

• in 2016, proceeds from the sale of real estate, $1,300.7 million; net of development of real estate and property improvements, ($400.4) million; and

• in 2016, proceeds from the sale of marketable securities, $46.4 million.

Cash Flows from Financing Activities

Net cash used in financing activities was $410.5 million for the nine months ended September 30, 2017 and $1,317.1 million for the nine months ended September 30, 2016. Significant components of net cash used in financing activities include:

• in 2017, proceeds from the refinancing or issuance of mortgages, notes and loans payable, of $1,355.0 million; net of principal payments of ($680.7) million;

• in 2017, cash distributions paid to common stockholders of ($812.9) million;

• in 2017, repurchase of treasury stock of ($267.8) million;

• in 2016, principal payments on mortgages, notes and loans payable of ($1,466.7) million; and

• in 2016, cash distributions paid to common stockholders of ($503.6) 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 fourth quarter 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our estimates and assumptions 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 in Management's Discussion and Analysis of Financial Condition and Results of Operations.

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Refer also to the accounting policies discussed in Note 2.

REIT Requirements

In order to remain qualified as a REIT for Federal income tax purposes, we must distribute at least 90% of our taxable ordinary income to stockholders. We are also subject to federal income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. See Note 7 to the Consolidated Financial Statements for more detail on our ability to remain qualified as a REIT.

Recently Issued Accounting Pronouncements

Refer to Note 2 of the Consolidated Financial Statements for recently issued accounting pronouncements.

Non-GAAP Supplemental Financial Measures and Definitions

Proportionate or At Share Basis

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

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

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

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

Net Operating Income ("NOI") and Company NOI

The Company defines NOI as proportionate income from operations and after operating expenses have been deducted, but prior to deducting financing, property management, administrative and income tax expenses. NOI excludes management fees and other corporate revenue and reductions in ownership as a result of sales or other transactions. The Company considers NOI a helpful supplemental measure of its operating performance because it is a direct measure of the actual results of our properties. Because NOI excludes reductions in ownership as a result of sales or other transactions, management fees and other corporate revenue, general and administrative and property management expenses, interest expense, retail investment property impairment or non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to

50

noncontrolling interests, provision for income taxes, preferred stock dividends, and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

The Company also considers Company NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI items such as straight-line rent, and amortization of intangibles resulting from acquisition accounting and other capital contribution or restructuring events. However, due to the exclusions noted, Company NOI should only be used as an alternative measure of the Company's financial performance.

We present Company NOI, Company EBITDA (as defined below) and Company FFO (as defined below); as we believe certain investors and other users of our financial information use these measures of the Company's historical operating performance.

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

Other REITs may use different methodologies for calculating NOI and Company NOI, and accordingly, the Company's Company NOI may not be comparable to other REITs. As a result of the elimination of corporate-level costs and expenses and depreciation and amortization, the Company NOI we present does not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items, to the extent they are material, to operating decisions or assessments of our operating performance. Our consolidated GAAP statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.

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

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

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

Funds From Operations ("FFO") and Company FFO

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

The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry. FFO facilitates an understanding of the operating performance of the Company's properties between periods because it does not give effect to real estate depreciation

51

and amortization since these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that FFO provides investors with a clearer view of the Company's operating performance.

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

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

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

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

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The following table reconciles GAAP Operating Income to Company NOI (dollars in thousands) for the three and nine months ended September 30, 2017 and 2016:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Operating Income	$	218,306		$	153,417		$	593,967		$	543,434
Loss (gain) on sales of investment properties	172			1,016			(956		)	1,016
Depreciation and amortization	161,278			182,350			505,875			499,269
(Recovery of) provision for loan loss	—			(6,659		)	—			29,410
Provision for impairment	—			28,276			—			73,039
General and administrative	12,037			13,237			42,582			41,313
Property management and other costs	35,195			37,760			115,334			106,787
Management fees and other corporate revenues	(28,806		)	(20,428		)	(77,797		)	(73,087		)
Consolidated Properties	398,182			388,969			1,179,005			1,221,181
Noncontrolling interest in NOI of Consolidated Properties	(4,775		)	(3,734		)	(15,595		)	(11,080		)
NOI of sold interests	105			(11,195		)	(9,035		)	(61,853		)
Unconsolidated Properties	177,649			176,699			539,579			530,937
Proportionate NOI	571,161			550,739			1,693,954			1,679,185
Company adjustments:
Minimum rents	2,411			7,114			14,087			13,587
Real estate taxes	1,490			1,490			4,469			4,469
Property operating expenses	788			754			2,364			2,358
Company NOI	$	575,850		$	560,097		$	1,714,874		$	1,699,599

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The following table reconciles GAAP Net income attributable to GGP to Company EBITDA for the three and nine months ended September 30, 2017 and 2016:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net Income Attributable to GGP	$	222,780		$	674,178		$	455,803		$	1,051,904
Allocation to noncontrolling interests	3,492			7,570			9,157			15,083
Loss (gain) on sales of investment properties	172			1,016			(956		)	1,016
Gain on extinguishment of debt	—			—			(55,112		)	—
Gains from changes in control of investment properties and other	(95,165		)	(620,309		)	(79,325		)	(733,416		)
Unconsolidated Real Estate Affiliates - gain on investment	—			(259		)	—			(40,765		)
Equity in income of Unconsolidated Real Estate Affiliates	(35,937		)	(35,651		)	(99,884		)	(127,759		)
(Recovery of) provision for loan loss	—			(6,659		)	—			29,410
Provision for impairment	—			28,276			—			73,039
Provision for income taxes	6,993			49			15,347			728
Gain (loss) on foreign currency	(3,889		)	657			(3,195		)	(16,172		)
Interest expense	135,980			141,296			402,512			437,338
Interest and dividend income	(15,948		)	(14,114		)	(51,336		)	(43,507		)
Depreciation and amortization	161,278			182,350			505,875			499,269
Consolidated Properties	379,756			358,400			1,098,886			1,146,168
Noncontrolling interest in EBITDA of Consolidated Properties	(4,595		)	(3,599		)	(14,990		)	(10,665		)
EBITDA of sold interests	105			(11,022		)	(8,871		)	(61,149		)
Unconsolidated Properties	166,347			167,912			508,753			504,458
Proportionate EBITDA	541,613			511,691			1,583,778			1,578,812
Company adjustments:
Minimum rents	2,411			7,114			14,087			13,587
Real estate taxes	1,490			1,490			4,469			4,469
Property operating expenses	788			754			2,364			2,358
Company EBITDA	$	546,302		$	521,049		$	1,604,698		$	1,599,226

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The following table reconciles GAAP net income attributable to GGP to Company FFO for the three and nine months ended September 30, 2017 and 2016:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net Income Attributable to GGP	$	222,780		$	674,178		$	455,803		$	1,051,904
Redeemable noncontrolling interests	2,361			5,051			4,165			7,934
Provision for impairment excluded from FFO	—			28,276			—			73,039
Noncontrolling interests in depreciation of Consolidated Properties	(2,029		)	(1,592		)	(6,812		)	(4,875		)
Unconsolidated Real Estate Affiliates - gain on investment	—			(259		)	—			(40,765		)
(Gain) loss on sales of investment properties	(1,394		)	1,017			(2,523		)	1,016
Preferred stock dividends	(3,984		)	(3,984		)	(11,952		)	(11,951		)
Gains from changes in control of investment properties and other	(95,165		)	(620,309		)	(79,325		)	(733,416		)
Depreciation and amortization of capitalized real estate costs - Consolidated Properties	157,038			178,105			492,886			487,803
Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties	75,477			73,891			224,036			209,237
FFO (1)	355,084			334,374			1,076,278			1,039,926
Company adjustments:
Minimum rents	2,411			7,114			14,087			13,587
Real estate taxes	1,490			1,490			4,469			4,469
Property operating expenses	788			754			2,364			2,358
Investment income, net	(205		)	(205		)	(614		)	(614		)
Market rate adjustments	(1,122		)	(1,287		)	(3,454		)	(3,960		)
Write-off of mark-to-market adjustments on extinguished debt	—			(2,290		)	—			(2,290		)
(Recovery of) provision for loan loss	—			(6,659		)	—			21,891
(Gain) loss on foreign currency	(3,889		)	657			(3,195		)	(16,172		)
Benefit from (provision for) income taxes	—			2,093			—			(2,262		)
FFO from sold interests	—			195			(54,444		)	2,160
Company FFO	$	354,557		$	336,236		$	1,035,491		$	1,059,093

(1) FFO as defined by the National Association of Real Estate Investment Trusts.

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

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ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in the market risks described in our Annual Report.

ITEM 4CONTROLS 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. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

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

Recent Sales of Unregistered Securities and Repurchase of Shares

The following table provides information with respect to the stock repurchases made by GGP during the nine months ended September 30, 2017:

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
March 2017	2,569,605	$	23.16	2,569,605	$	402,280,147
May 2017	796,371	$	21.90	796,371	$	384,840,711
August 2017	6,324,240	$	21.22	6,324,240	$	250,614,062
September 2017	2,960,775	$	21.12	2,960,775	$	188,072,423
Total	12,650,991	$	21.64	12,650,991

(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. On August 18, 2015, our Board of Directors approved an increase of $500 million to the Company's existing share repurchase program.

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ITEM 3DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5OTHER INFORMATION

None.

ITEM 6EXHIBITS

10.1	Offer Letter, dated September 19, 2017, by and between the Company and Heath Fear
10.2	Separation and Retirement Arrangement, dated September 20, 2017, by and between the Company and Michael Berman
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 GGP Inc.'s. Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, has been filed with the SEC on November 2, 2017, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements.

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, 2017. The registrant agrees to furnish a copy of such agreements to the SEC upon request.

58

EXHIBIT INDEX

		Incorporated by Reference Herein
Exhibit Number	Description	Form	Exhibit	Filing Date	File No.
10.1	Offer Letter, dated September 19, 2017, by and between the Company and Heath Fear
10.2	Separation and Retirement Arrangement, dated September 20, 2017, by and between the Company and Michael Berman
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 GGP Inc.'s. Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, has been filed with the SEC on November 2, 2017, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements.

59

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.

	GGP INC.
	(Registrant)
Date: November 2, 2017	By:	/s/ Michael Berman
		Michael Berman
		Chief Financial Officer
		(on behalf of the Registrant)

60

EX-10.1

110 N WACKER DRIVE, CHICAGO, IL 60606 /// 312.960.5000 /// GGP.COM September 19, 2017 Mr. Heath R. Fear [Address] Dear Heath, On behalf GGP Inc., I am pleased to confirm an offer of employment on the terms summarized below: Position: You will be a regular, full-time employee of GGPLP REIT Services, LLC (together, with all of GGP’s subsidiaries and affiliates, the “Company” or “GGP”), based at GGP’s Chicago office. You will report directly to Sandeep Mathrani, GGP’s Chief Executive Officer, and will perform the duties that you have discussed with Sandeep, and such other duties as the Company may from time to time specify. Start Date: You will start working at GGP on November 6, 2017 or such other date acceptable to you and the Company, and your title will be Executive Vice President, Finance. Upon the earlier of (i) the effective date of the formal resignation of the current Chief Financial Officer or (ii) March 1, 2018, your title will become Executive Vice President & Chief Financial Officer. Base salary: Your gross bi-weekly base salary will be $28,846.15 (less taxes and withholdings), which is equivalent to an annual gross salary of $750,000. Incentive Compensation:1 Upon hire, you will be eligible to participate in the Plan. For 2017, your Target Award Opportunity is 80% of your base salary (less taxes and withholdings), which amount shall not be prorated. Effective January 1, 2018, your Target Award Opportunity is 100% of your base salary (less taxes and withholdings). In all cases, eligibility to participate in the Plan does not guarantee that you will receive an Annual Award Payment at all or of any specified amount. Receipt of an Annual Award Payment is based on a combination of your and the Company's performance, other terms and conditions provided for in the Plan, and Board approval. As applicable, the Annual Award Payment Date is determined at the Board’s discretion and takes place no later than March 31 of the year following the Measurement Period. Initial Equity Award: On your first day of employment, the Company shall grant you shares of GGP common stock valued at $1,650,000, less the value of any RPAI equity beneficially owned by you that vests after the date hereof, using the closing price of the Company’s shares on the date of grant (if not a trading day, using the closing price of the immediately preceding trading day), which shall be subject to the terms described below, the terms of the award agreement, and the terms and conditions set forth in the Company’s 2010 Equity Incentive Plan (“Restricted Stock”). Seventy-five percent (75%) of the Restricted Stock shall vest in four equal installments on each of the first four anniversaries of the grant date. The remaining 25% of the Restricted Stock shall be subject to performance metrics to be identified and approved by the Company’s Board of Directors and, if such 1 Capitalized terms used in this section have the same meaning as in the Amended and Restated General Growth Properties, Inc. Incentive Compensation Plan dated May 15, 2014 (the “Plan”).

110 N WACKER DRIVE, CHICAGO, IL 60606 /// 312.960.5000 /// GGP.COM performance goals are achieved, shall vest in four equal installments on each of the first four anniversaries of the grant date. Annual Equity Award: Subject to Board approval, you will be eligible to receive an annual equity award consistent with the current equity plan for senior executives and the terms and conditions set forth in the Company’s 2010 Equity Incentive Plan. Subject to the foregoing, the target grant date value of your 2018 equity award is $1,000,000. Benefits: On your start date, you will be eligible to accrue paid vacation time at the biweekly rate of 6.15 hours up to a maximum accrual cap of 160 hours. In addition to vacation time, you will receive paid company holidays, personal holidays and sick time pursuant to the Company’s current policies. Your award of personal holiday hours and sick time will be prorated based on your month of hire. For more information regarding paid time off, as well as other benefits, including medical, dental, vision, life insurance, disability insurance and 401(k), please review the attached GGP Benefits-at- a-Glance document. No Conflicts: We are extending this offer to you on the condition that you not use, or disclose to GGP, any confidential information of anyone for whom you previously worked, and with the understanding that your employment by the Company will not violate or be restricted by any non- competition or other restrictive covenants or agreements with another party. If this is not the case, please let me know immediately. Non-Cause Termination. If you are terminated without cause at any time during your employment with the Company, provided you sign and do not revoke a separation agreement that will include a full general release of claims in favor of the Company and appropriate restrictive covenants, you will receive a severance payment equal to a full year of your then current base salary, plus a prorated bonus calculated as of the date of termination and based on the most recently received Annual Award Payment. The benefits of this paragraph are intended to be exclusive; no further severance or separation payments shall be due to you pursuant to any other Company policy or program. Pre-Employment and Background Checks and Policies: As you know, this employment offer is contingent upon successful completion of pre-employment reference and background checks as well as the completion of all necessary documents. You will receive an email from CARCO (the Company’s background check vendor) containing a link that will allow you to complete all of your pre-hire/new-hire paperwork and initiate the background check. In addition, GGP may, at its discretion (subject to your consent where required by law) make continued employment subject to completion of background, reference and criminal record checks. You also are required as a condition of your employment to abide by GGP’s policies and procedures (as in effect or amended) throughout your tenure with the Company, including but limited to, the GGP Code of Conduct. Important Documents to Bring on Your First Day: Federal law requires you to demonstrate, and for us to verify, that you are a United States citizen or are authorized to work in the United States. Accordingly, on your start date, please bring with you evidence of your United States citizenship or authorization to work in the United States. Documents typically used for these purposes are a United States passport or a social security card and driver’s license. And, if you would like to enroll in our payroll direct deposit program, please bring in a voided check or deposit slip.

110 N WACKER DRIVE, CHICAGO, IL 60606 /// 312.960.5000 /// GGP.COM At Will Employment: The Company is an at-will employer. This means that you or the Company may end your employment at any time for any reason or no reason. There is no contract of employment between you and the Company; nor are there any guarantees relating to future employment, promotion, salary increases, bonuses, or work location.

110 N WACKER DRIVE, CHICAGO, IL 60606 /// 312.960.5000 /// GGP.COM We would be delighted for you to rejoin the GGP team. To indicate your acceptance of our offer of employment, please sign in the space below and return to me via email no later than September 21, 2017. If you have any questions, please call me at (312) 960-5469. Best regards, /s/ Sandeep Mathrani Sandeep Mathrani Chief Executive Officer I agree to the terms of this written offer letter, which supersede all prior offers, both verbal and written. Agreed and accepted on September 19, 2017: /s/ Heath R. Fear Heath R. Fear

EX-10.2

Date: September 20, 2017 To: Michael B. Berman From: Sandeep Mathrani cc: Julie Knudson Re: Retirement / Separation Arrangement This memorandum (the “Memorandum”) describes certain arrangements that we have put in place in connection with your departure from the Company due to retirement or separation. 1. It is expected that you will retire from the Company effective March 1, 2018 (the “Retirement Date”) and that your employment shall terminate as of same. Because your employment is and remains entirely at-will, nothing shall preclude the Company from terminating your employment at any time, with or without Cause. 1 The date of a Company initiated separation, whether with or without Cause, shall be referred to as the “Separation Date.” 2. Except as stated herein, all forms of compensation, perquisites, and Company sponsored benefits will end on the earlier of the Retirement Date or the Separation Date. 3. You have agreed to remain available on an as-needed basis to assist with the transition of your responsibilities for six (6) months after the later of the Retirement Date or the Separation Date. 4. Provided that you (i) do not resign before the Retirement Date and are not terminated for Cause at any time on or after the date of this Memorandum and (ii) execute and not revoke a full general release of claims in favor of the Company in the form attached hereto as Exhibit A on the earlier of your Separation Date or the Retirement Date, the forfeiture provisions applicable to any non-performance based equity grants awarded to you prior to the date of this Memorandum—i.e., nonqualified options, restricted stock, Full Value LTIPs (“FV LTIPs”), and Appreciation Only LTIPs (“AO LTIPs”)—shall be disregarded and the unvested portion of all such grants shall continue to vest through March 1, 2020 as if you are an employee of Company through such date. On March 1, 2020, any unvested non-performance based equity shall be forfeited. You will have three (3) years from the Retirement Date or the date of a not-for-Cause separation, whichever is earlier, to exercise your vested nonqualified options and AO LTIPs. 1 For purposes of this Memorandum, “Cause” means a material violation of the Company’s behavior standards or policies; fraud, embezzlement, or theft; failure, neglect of, or refusal to substantially perform the duties of the position; willful misconduct damaging to the Company, its reputation, business relationships, or customers; intentional violation of any law or regulation; unauthorized disclosure of any trade secret or confidential information of the Company; or a felony conviction.

Michael B. Berman Retirement Separation Arrangement September 20, 2017 Page 2 of 6 5. Per the terms of the applicable agreements, you will forfeit the performance based equity grants awarded to you on February 18, 2016 and January 3, 2017. 6. You will not receive an equity award in 2018. 7. You will be eligible to participate in the Plan. 2 In all cases, eligibility to participate in the Plan does not guarantee that you will receive an Annual Award Payment at all or of any specified amount. Receipt of an Annual Award Payment is based on a combination of your and the Company's performance, other terms and conditions provided for in the Plan, and Board approval. As applicable, the Annual Award Payment Date is determined at the Board’s discretion and takes place no later than March 31 of the year following the Measurement Period. For the avoidance of doubt, for purposes of the Plan, you will be deemed to be an employee of the Company on the Annual Award Payment Date. 8. If you resign before the Retirement Date or are terminated for Cause at any time on or after the date of this Memorandum, any and all vested and unvested portions of any equity grants of any kind or character awarded to you at any time during your employment, whether prior to, on, or after the date of this Memorandum, will be treated in accordance with the terms of the applicable award agreements. 9. In interpreting, construing, or enforcing this Memorandum, you and the Company agree that the law of the State of Illinois shall control, as you and the Company have a material connection to the State of Illinois, and application of a single state’s law will permit a uniform and consistent interpretation of the provisions of this Memorandum to all persons who occupy similar positions with the Company and are subject to similar agreements. The exclusive venue for litigation of any disputes arising under this Memorandum shall be the state or federal courts located in Chicago, Illinois and you hereby consent to the exclusive personal jurisdiction in those courts over you for such litigation. 10. You agree not to make, cause, direct, or encourage others to make any statements, whether written or oral, and, without limitation, whether directed to employees, directors, analysts, or retailers, that are negative, disparaging or defamatory concerning the members of the Company’s executive committee or the Company’s business or business practices and that in any way negatively impact or harm the Company’s business, relationships, reputation or goodwill. The members of the Company’s executive committee as constituted on the date of this memorandum each agree not to make, cause, direct, or encourage others to make any statements, whether written or oral, and, without limitation, whether directed to employees, directors, analysts, or retailers, that are negative, disparaging or defamatory concerning your work performance and that in any way negatively impact or harm your professional reputation. 2 Capitalized terms used in this Section 7 have the same meaning as in the Amended and Restated General Growth Properties, Inc. Incentive Compensation Plan dated May 15, 2014 (the “Plan”).

Michael B. Berman Retirement Separation Arrangement September 20, 2017 Page 3 of 6 This mutual promise of non-disparagement is a material term of this Memorandum. In the event of a breach of this provision by either party, the non-breaching party shall be entitled to pursue all remedies available in law or equity. Nothing in this paragraph shall prohibit any party to this Memorandum from responding fully and accurately to any question, inquiry, or request as may be required by a court order, subpoena, discovery requests, or other lawful process; nor shall it prohibit any party from testifying in any legal or administrative proceeding if required to do so. * * * This Memorandum does not guarantee your employment for any period of time. Your employment is and remains strictly at-will. AGREED AND ACCEPTED ON THIS 20TH DAY OF SEPTEMBER 2017. By: /s/ Michael B. Berman Michael B. Berman GGPLP REIT SERVICES LLC By: /s/ Sandeep Mathrani Sandeep Mathrani

Michael B. Berman Retirement Separation Arrangement September 20, 2017 Page 4 of 6 Exhibit A GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE In consideration of the mutual promises set forth in the Retirement/Separation Arrangement Memorandum dated September ___, 2017 (the “Memorandum”), the other good and valuable consideration set forth therein, and the promises set forth in this General Release of Claims and Covenant Not to Sue (“Release”), GGPLP REIT Services, LLC (“Employer” and together with its parents, subsidiaries, and affiliates “the Company”) and Michael Berman (“Employee”) agree as follows: 1. Employee does hereby forever release, discharge, and hold Employer, its assigns, heirs, legatees, current and former affiliates, parents, subsidiaries, predecessors, successors, directors, officers, shareholders, employees, attorneys and representatives harmless from any and all claims, actions, and causes of action, judgments, expenses, fees, attorneys’ fees, costs, damages, losses, liabilities, any right to payment of any and all wages and benefits (except as provided in Section 4 of the Memorandum), back pay, any bonus or incentive plan payment (except as provided in Section 7 of the Memorandum), severance or separation pay; any right to any portion of any non-performance based equity award that is not vested as of March 1, 2020; any right to the performance based equity awarded to you on February 18, 2016 and January 3, 2017; any right to receive an equity award for 2018; and demands of every kind or character which Employee may have had, may now have, or which may become known to Employee in the future, anticipated or not anticipated, whether or not heretofore brought before any local, state or federal court or before any local, state or federal agency or other governmental entity, including without limitation any possible claims which arise or in any way flow from Employee’s employment by Employer or Employee’s separation of employment. Subject to the exclusions noted above, Employee acknowledges that Employee is releasing any and all known or unknown, suspected or unsuspected claims which may exist under any local, state and federal laws pertaining to unlawful discrimination in all of its forms, including but not limited to age, gender, race, national origin, religious and disability discrimination or retaliation, wage and hour violations, claims under the federal Age Discrimination in Employment Act (“ADEA”), the federal Older Workers Benefit Protection Act, Title VII of the federal Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, The Immigration Reform and Control Act, the federal Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family Medical Leave Act, the federal Americans with Disabilities Act, the federal Equal Pay Act, the Labor Management Relations Act, the Worker Adjustment and Retraining Notification Act, The Fair Credit Reporting Act, the Illinois Wage Payment and Collection Act, the Illinois Human Rights Act, Illinois statutory provision regarding retaliation/discrimination for

Michael B. Berman Retirement Separation Arrangement September 20, 2017 Page 5 of 6 filing a worker’s compensation claim, Illinois Equal Pay Act, Illinois School Visitation Rights Act, Illinois AIDS Confidentiality Act, Illinois Right to Privacy in the Workplace Act, Illinois Genetic Information Privacy Act, Illinois Minimum Wage Law, Illinois One Day Rest in Seven Act, Illinois Health and Safety Act, Illinois Whistleblower Act, Illinois Victims’ Economic Safety and Security Act, Illinois Worker Adjustment and Retraining Notification Act, Illinois Criminal Identification Act, the City of Chicago and the Cook County Human Rights Ordinances, or any other federal, state, or local law, regulation, ordinance or constitution, as each of them has been amended from time to time, personal injury of every kind and nature (including but not limited to defamation, libel and slander), wrongful termination in all of its forms, whether statutory or arising from the common law, and every possible type of claim of any kind or nature which may exist on the date this document is signed by Employee or which may become known to Employee in the future which occurred during the term of Employee’s employment and through the date of signing. This Release does not apply to any claims arising after the date of signing. Also excluded from this Release is Employee’s right to file a charge with any federal, state, or local government agency or to participate in any government agency investigation. However, Employee waives the right to recover money in connection with such charge or investigation and further waives, releases and discharges any right to any monetary recovery should any federal, state or local administrative agency or any individual pursue any claims on Employee’s behalf arising out of or related to Employee’s employment with or separation from employment with Employer. This Release also does not include any claims based on obligations created by the Memorandum; claims to vested retirement funds; claims under any policy of insurance; claims that cannot be waived by law, such as claims for workers’ compensation; and any claim or right to indemnification or advancement pursuant to Company by-laws and/or Delaware corporate law. 2. Employee covenants not to sue on any claim released herein, except as provided in this paragraph. A “covenant not to sue” is a promise not to file a lawsuit in court. It differs from the release of claims contained in paragraph 1 above. Employee agrees, by this covenant not to sue, that Employee will never sue on any claim covered by the release language in paragraph 1, except that Employee may bring any claim in court that is not released in this Release, and may bring an action to challenge the validity of this Release under the ADEA. If Employee sues the Employer in violation of this Release, Employee shall be liable to the Employer for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Alternatively, if Employee sues the Employer in violation of this Release, Employer can require Employee to return all but $1,000 of the money (and other benefits) paid to Employee pursuant to the Memorandum. In that event, Employer shall be excused from making

Michael B. Berman Retirement Separation Arrangement September 20, 2017 Page 6 of 6 any further payments or continuing any other benefits otherwise owed to Employee under the Memorandum. 3. Employee, having been advised in writing to consult with an attorney, has twenty-one (21) days to consider whether to sign this Release. 4. Employee may revoke this Release within seven (7) days of signing it. To revoke the signed Release, Employee must timely deliver a written revocation to the Employer via electronic mail to GGPLP REIT Services LLC c/o Julie Knudson, SVP Human Resources: julie.knudson@ggp.com, with a copy to Rosemary Feit, EVP & General Counsel: rosemary.feit@ggp.com. None of the benefits provided for in Sections 4 and 7 of the Memorandum shall be due until this revocation period has expired. Employee: __________________________________________ Date: ________________ Michael Berman

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 2, 2017	/s/ Sandeep Mathrani
	Sandeep Mathrani
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Berman, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 2, 2017	/s/ Michael Berman
	Michael Berman
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of General Growth Properties, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017, 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 2, 2017

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, 2017, 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 2, 2017

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 31, 2017
Document and Entity Information
Entity Registrant Name	GGP Inc.
Entity Central Index Key	0001496048
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
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		945,976,981
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Investment in real estate:
Land	$ 3,320,747	$ 3,066,019
Buildings and equipment	17,345,596	16,091,582
Less accumulated depreciation	(3,056,259)	(2,737,286)
Construction in progress	422,218	251,616
Net property and equipment	18,032,302	16,671,931
Investment in Unconsolidated Real Estate Affiliates	3,479,811	3,868,993
Net investment in real estate	21,512,113	20,540,924
Cash and cash equivalents	311,107	474,757
Accounts receivable, net	324,579	322,196
Notes receivable	415,499	678,496
Deferred expenses, net	267,478	209,852
Prepaid expenses and other assets	495,240	506,521
Total assets	23,326,016	22,732,746
Liabilities:
Mortgages, notes and loans payable	13,493,872	12,430,418
Investment in Unconsolidated Real Estate Affiliates	27,610	39,506
Accounts payable and accrued expenses	778,613	655,362
Dividend payable	199,315	433,961
Deferred tax liabilities	4,890	3,843
Junior subordinated notes	206,200	206,200
Total liabilities	14,710,500	13,769,290
Redeemable noncontrolling interests:
Preferred	52,256	144,060
Common	173,930	118,667
Total redeemable noncontrolling interests	226,186	262,727
Commitments and Contingencies	0	0
Equity:
11,000,000,000 shares authorized, $0.01 par value, 956,486,635 issued, 872,760,245 outstanding as of September 30, 2017, and 968,153,526 issued, 884,097,680 outstanding as of December 31, 2016	9,291	9,407
500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016	242,042	242,042
Additional paid-in capital	11,312,277	11,417,597
Retained earnings (accumulated deficit)	(2,077,510)	(1,824,866)
Accumulated other comprehensive loss	(67,700)	(70,456)
Common stock in treasury, at cost, 56,267,195 shares as of September 30, 2017 and 56,596,651 shares as of December 31, 2016	(1,128,838)	(1,137,960)
Total stockholders' equity	8,289,562	8,635,764
Noncontrolling interests in consolidated real estate affiliates	54,110	33,583
Noncontrolling interests related to long-term incentive plan common units	45,658	31,382
Total equity	8,389,330	8,700,729
Total liabilities, redeemable noncontrolling interests and equity	$ 23,326,016	$ 22,732,746

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, shares authorized	11,000,000,000	11,000,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Number of shares issued (in shares)	956,486,635	968,153,526
Common stock, shares outstanding	875,760,245	884,097,680
Preferred Stock, shares authorized	500,000,000	500,000,000
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares issued	10,000,000	10,000,000
Preferred Stock, shares outstanding	10,000,000	10,000,000
Common stock in treasury, shares	56,267,195	56,596,651

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues:
Minimum rents	$ 363,857	$ 347,676	$ 1,062,075	$ 1,082,220
Tenant recoveries	160,755	162,031	485,737	504,242
Overage rents	4,582	6,505	13,799	19,024
Management fees and other corporate revenues	28,806	20,428	77,797	73,087
Other	20,357	17,853	61,079	57,539
Total revenues	578,357	554,493	1,700,487	1,736,112
Expenses:
Real estate taxes	61,516	58,239	178,053	173,651
Property maintenance costs	10,281	11,576	35,980	41,014
Marketing	1,744	2,244	5,185	7,036
Other property operating costs	75,848	73,479	214,742	215,474
Provision for doubtful accounts	2,152	574	8,769	5,685
(Recovery of) provision for loan loss	0	(6,659)	0	29,410
Property management and other costs	35,195	37,760	115,334	106,787
General and administrative	12,037	13,237	42,582	41,313
Provision for impairment	0	28,276	0	73,039
Depreciation and amortization	161,278	182,350	505,875	499,269
Total expenses	360,051	401,076	1,106,520	1,192,678
Operating income	218,306	153,417	593,967	543,434
Interest and dividend income	15,948	14,114	51,336	43,507
Interest expense	(135,980)	(141,296)	(402,512)	(437,338)
Gain (loss) on foreign currency	3,889	(657)	3,195	16,172
Gain on extinguishment of debt	0	0	55,112	0
Gain from changes in control of investment properties and other, net	95,165	620,309	79,325	733,416
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	197,328	645,887	380,423	899,191
Provision for income taxes	(6,993)	(49)	(15,347)	(728)
Equity in income of Unconsolidated Real Estate Affiliates	35,937	35,651	99,884	127,759
Unconsolidated Real Estate Affiliates - gain on investment, net	0	(259)	0	(40,765)
Net income	226,272	681,748	464,960	1,066,987
Allocation to noncontrolling interests	(3,492)	(7,570)	(9,157)	(15,083)
Net income attributable to GGP Inc.	222,780	674,178	455,803	1,051,904
Preferred Stock dividends	(3,984)	(3,984)	(11,952)	(11,951)
Net income attributable to common stockholders	$ 218,796	$ 670,194	$ 443,851	$ 1,039,953
Earnings Per Share:
Basic (in dollars per share)	$ 0.25	$ 0.76	$ 0.50	$ 1.18
Diluted (in dollars per share)	0.23	0.70	0.47	1.09
Dividends declared per share	$ 0.22	$ 0.20	$ 0.66	$ 0.58
Comprehensive Income, Net:
Net income	$ 226,272	$ 681,748	$ 464,960	$ 1,066,987
Other comprehensive income (loss)
Foreign currency translation	4,065	(994)	2,602	14,640
Reclassification adjustment for realized gains on available-for-sale securities included in net income	0	0	0	(11,978)
Net unrealized gains on other financial instruments	10	(16)	21	4
Other comprehensive income (loss)	4,075	(1,010)	2,623	2,666
Comprehensive income	230,347	680,738	467,583	1,069,653
Comprehensive income allocated to noncontrolling interests	(3,674)	(7,563)	(9,024)	(15,079)
Comprehensive income attributable to GGP Inc.	226,673	673,175	458,559	1,054,574
Preferred Stock dividends	(3,984)	(3,984)	(11,952)	(11,951)
Comprehensive income, net, attributable to common stockholders	$ 222,689	$ 669,191	$ 446,607	$ 1,042,623

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Common Stock in Treasury [Member]	Noncontrolling Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units [Member]
Net Income (Loss) Attributable to Parent	$ 1,051,904
Beginning balance at Dec. 31, 2015	8,308,294	$ 9,386	$ 242,042	$ 11,362,369	$ (2,141,549)	$ (72,804)	$ (1,129,401)	$ 38,251
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,054,739							2,835
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(1,986)							(1,986)
Contributions received from noncontrolling interests in consolidated Real Estate Affiliates	(21,387)			(18,416)				(2,971)
Long Term Incentive Plan Common Unit grants, net	10,774			73	(950)			11,651
Restricted stock grants, net	2,432	3	0	2,429
Employee stock purchase program	3,695	1		3,694
Stock option grants, net of forfeitures	51,626	27		51,599
Cancellation of repurchased common shares	0	(2)		(3,415)	(3,356)		6,773
Cash dividends reinvested (DRIP) in stock	388	0	0	601	(213)
Other comprehensive income (loss)	14,564					14,564
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	(11,894)
Cash distributions declared	(512,513)				(512,513)
Cash distributions on Preferred Stock	(11,951)				(11,951)
Fair value adjustment for noncontrolling interest in Operating Partnership	(2,377)			(2,377)
Ending balance at Sep. 30, 2016	8,884,404	9,415	242,042	11,396,557	(1,618,628)	(70,134)	(1,122,628)	47,780
Net Income (Loss) Attributable to Parent	674,178
Beginning balance at Jun. 30, 2016						(69,131)
Ending balance at Sep. 30, 2016	8,884,404	9,415	242,042	11,396,557	(1,618,628)	(70,134)	(1,122,628)	47,780
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets	0			2,342	(3,000)			658
Net Income (Loss) Attributable to Parent	455,803
Beginning balance at Dec. 31, 2016	8,700,729	9,407	242,042	11,417,597	(1,824,866)	(70,456)	(1,137,960)	64,965
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	457,974							2,171
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(4,472)							(4,472)
Contributions received from noncontrolling interests in consolidated Real Estate Affiliates	8,638			0				8,638
Noncontrolling Interest, Increase from Subsidiary Equity Issuance	15,258							15,258
Long Term Incentive Plan Common Unit grants, net	12,601			795	(744)			12,550
Restricted stock grants, net	6,799	7	0	6,792
Employee stock purchase program	3,097	1		3,096
Stock option grants, net of forfeitures	17,216	4		17,212
Cancellation of repurchased common shares	0	(128)		(170,514)	(112,464)		283,106
Stock Repurchased During Period, Value	(273,984)						(273,984)
Cash dividends reinvested (DRIP) in stock	696	0	0	834	(138)
Other comprehensive income (loss)	2,756					2,756
Cash distributions declared	(580,149)				(580,149)
Cash distributions on Preferred Stock	(11,952)				(11,952)
Fair value adjustment for noncontrolling interest in Operating Partnership	34,123			34,123
Ending balance at Sep. 30, 2017	8,389,330	9,291	242,042	11,312,277	(2,077,510)	(67,700)	(1,128,838)	99,768
Net Income (Loss) Attributable to Parent	222,780
Beginning balance at Jun. 30, 2017						(71,593)
Ending balance at Sep. 30, 2017	$ 8,389,330	$ 9,291	$ 242,042	$ 11,312,277	$ (2,077,510)	$ (67,700)	$ (1,128,838)	$ 99,768

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Statement of Stockholders' Equity [Abstract]
Long Term Incentive Common Unit grants, net (in shares)	451,585	684,216
Restricted stock grants (in shares)	708,091	339,551
Employee stock purchase program (in shares)	127,619	107,476
Stock option grants, net of forfeitures (in shares)	443,221	2,699,998
Treasury Stock, Shares, Acquired	297,805	0
Cash dividends reinvested (DRIP) in stock (in shares)	34,625	20,759
Cash distributions declared (in dollars per share)	$ 0.66	$ 0.58
Cancellation of repurchased common shares (in shares)	12,353,186	270,869

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows provided by Operating Activities:
Net income	$ 464,960,000	$ 1,066,987,000
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(99,884,000)	(127,759,000)
Distributions received from Unconsolidated Real Estate Affiliates	133,158,000	79,928,000
Provision for doubtful accounts	8,769,000	5,685,000
Depreciation and amortization	505,875,000	499,269,000
Amortization/write-off of deferred finance costs	9,011,000	8,880,000
Accretion/write-off of debt market rate adjustments	(3,256,000)	(4,119,000)
Amortization of intangibles other than in-place leases	24,874,000	36,450,000
Straight-line rent amortization	(3,260,000)	(13,997,000)
Deferred income taxes	9,290,000	(692,000)
Fees and Commissions	0	5,403,000
Gain on dispositions, net	(4,775,000)	(27,266,000)
Unconsolidated Real Estate Affiliates - gain on investment, net	0	(40,765,000)
Gain from changes in control of investment properties and other, net	(79,325,000)	(733,416,000)
Provision for impairment	0	73,039,000
Gain on extinguishment of debt	(55,112,000)	0
Provision for loan loss	0	29,410,000
Gain on foreign currency	(3,195,000)	(16,172,000)
Net changes:
Accounts and notes receivable, net	8,740,000	271,000
Prepaid expenses and other assets	(24,610,000)	(9,504,000)
Deferred expenses, net	(16,380,000)	(36,117,000)
Restricted cash	266,000	113,000
Accounts payable and accrued expenses	30,844,000	3,602,000
Other, net	32,327,000	24,347,000
Net cash provided by operating activities	938,317,000	823,577,000
Cash Flows (used in) provided by Investing Activities:
Acquisition of real estate and property additions	(291,046,000)	(94,744,000)
Development of real estate and property improvements	(451,078,000)	(400,429,000)
Loans to joint venture partners	(53,196,000)	(52,970,000)
Proceeds from repayment of loans to joint venture partners	47,076,000	7,578,000
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	42,028,000	1,300,703,000
Contributions to Unconsolidated Real Estate Affiliates	(71,076,000)	(103,210,000)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	81,763,000	60,891,000
Sale of marketable securities	0	46,408,000
Decrease in restricted cash	901,000	28,460,000
Other, net	0	662,000
Net cash (used in) provided by investing activities	(694,628,000)	793,349,000
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	1,355,000,000	663,479,000
Principal payments on mortgages, notes and loans payable	(680,715,000)	(1,466,675,000)
Deferred finance costs	(3,133,000)	(13,771,000)
Treasury stock purchases	(267,788,000)	0
Cash contributions from noncontrolling interests in consolidated real estate affiliates	15,258,000	0
Cash distributions to noncontrolling interests in consolidated real estate affiliates	(4,472,000)	(23,075,000)
Cash distributions paid to common stockholders	(812,871,000)	(503,599,000)
Cash distributions reinvested (DRIP) in common stock	834,000	601,000
Cash distributions paid to preferred stockholders	(11,952,000)	(11,951,000)
Cash distributions and redemptions paid to unit holders	(15,182,000)	(3,173,000)
Other, net	14,487,000	41,112,000
Net cash used in financing activities	(410,534,000)	(1,317,052,000)
Effect of foreign exchange rates on cash and cash equivalents	3,195,000	0
Net change in cash and cash equivalents	(163,650,000)	299,874,000
Cash and cash equivalents at beginning of period	474,757,000	356,895,000
Cash and cash equivalents at end of period	311,107,000
Supplemental Disclosure of Cash Flow Information:
Interest paid	406,282,000	437,099,000
Interest capitalized	6,932,000	3,876,000
Income taxes paid	7,947,000	2,805,000
Accrued capital expenditures included in accounts payable and accrued expenses	$ 126,306,000	$ 88,515,000

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ORGANIZATION

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

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, 2016 which are included in the Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2016 (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 a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

General

GGP 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". Effective January 27, 2017, the Company changed its name from General Growth Properties, Inc. to GGP Inc. In these notes, the terms "we," "us" and "our" refer to GGP and its subsidiaries.

GGP, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of September 30, 2017, we are the owner, either entirely or with joint venture partners, of 126 retail properties.

Substantially all of our business is conducted through GGP Operating Partnership, LP ("GGPOP"), GGP Nimbus, LP ("GGPN") and GGP Limited Partnership ("GGPLP", and together with GGPN and GGPOP, the "Operating Partnerships"), subsidiaries of GGP. The Operating Partnerships own an interest in the properties that are part of the consolidated financial statements of GGP. As of September 30, 2017, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units and LTIP Units as defined below) of the Operating Partnerships, while the remaining 1% was held by limited partners and certain previous contributors of properties to the Operating Partnerships or their predecessors.

GGPOP is the general partner of, and owns a 1.5% equity interest in GGPN and GGPLP. GGPOP 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 (Note 9). GGPOP also has full value long term incentive plan units and appreciation only long term incentive plan units (collectively "LTIP Units"), which are redeemable for cash or, at our option, shares of GGP common stock (Note 11).

In addition to holding ownership interests in various joint ventures, the Operating Partnerships generally conduct their operations through General Growth Management, Inc. ("GGMI"), General Growth Services, Inc. ("GGSI") and GGPLP REIT Services, LLC ("GGPRS"). GGMI and GGSI are taxable REIT subsidiaries ("TRS"s), which provide management, leasing, tenant coordination, business development, marketing, strategic partnership and other services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties, as defined below. GGSI also serves as a contractor to GGMI for these services. GGPRS generally provides financial, accounting, tax, legal, development, and other services to our Consolidated Properties.

We refer to our ownership interests in properties in which we own a majority or controlling interest and 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

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of GGPOP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. Each of the Operating Partnerships are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities.

We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is 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. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes 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. 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.

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).

We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10-45 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 (Note 3)

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.

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, 2017
Tenant leases:
In-place value	$	268,207	$	(178,885	)	$	89,322
As of December 31, 2016
Tenant leases:
In-place value	$	306,094	$	(214,111	)	$	91,983

The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets (Note 14); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our income from continuing operations:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Amortization/accretion effect on continuing operations	$	(15,100	)	$	(23,014	)	$	(56,417	)	$	(72,118	)

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2017 Remaining	$	14,325
2018	45,801
2019	29,249
2020	20,458
2021	15,061

Marketable Securities

Marketable securities are comprised of equity securities that are classified as available-for-sale. Available-for-sale securities are presented in prepaid expenses and other assets on our Consolidated Balance Sheets at fair value. Unrealized gains and losses resulting from the mark-to-market of these securities are included in other comprehensive income. Realized gains and losses are recognized in earnings only upon the sale of the securities and are recorded based on the weighted average cost of such securities. During the nine months ended September 30, 2016, we recognized gains of $13.1 million in management fees and other corporate revenues on the Consolidated Statements of Comprehensive Income from the sale of Seritage Growth Properties stock.

Investments in Unconsolidated Real Estate Affiliates (Note 5)

We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. Under the equity method, the cost of our investment is adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition, increased by our contributions and reduced by distributions received. Under the cost method, the cost of our investment is not adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and distributions are treated as earnings when received.

To determine the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity ("VIE"). A limited partnership or other similar entity is considered a VIE unless a simple majority of limited partners (excluding limited partners that are under common control with the general partner) have substantive kick-out rights or participating rights. Accounting guidance amended the following: (i) modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminated the presumption that a general partner should consolidate a limited partnership, (iii) affected the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provided a scope exception for certain entities. If an entity is determined to be a VIE, we determine which party is the primary beneficiary by analyzing whether we have both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, future cash flow projections, the entity's financing and capital structure, and contractual relationship and terms. The adoption of the consolidation guidance did not materially impact our consolidated financial statements.

Primary risks associated with our VIEs include the potential of funding the entities' debt obligations or making additional contributions to fund the entities' operations.

Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. Except for Retained Debt (as described in Note 5), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of our Unconsolidated Real Estate Affiliates are typically amortized over lives ranging from 5 to 45 years. When cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements. The liability is limited to our maximum potential obligation to fund contractual obligations, including recourse related to certain debt obligations.

Partially owned, non-variable interest joint ventures over which we have controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned joint ventures where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method.

To the extent that we contribute assets to a joint venture accounted for using the equity method, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. We will recognize gains and losses on the contribution of our real estate to joint ventures, relating solely to the outside partner's interest, to the extent the buyer is independent of the Company, the collection of the sales price is reasonably assured, and we will not be required to support the operations of the property or its related obligations to an extent greater than our proportionate interest.

The combined summarized financial information of unconsolidated joint ventures is disclosed in Note 5 to the Consolidated Financial Statements.

We continually analyze and assess reconsideration events, including changes in the factors mentioned above, to determine if the consolidation treatment remains appropriate. Decisions regarding consolidation of partially owned entities frequently require significant judgment by our management.

Revenue Recognition and Related Matters

Minimum rents are recognized on a straight-line basis over the terms of the related operating leases, including the effect of any free rent periods. Minimum rents also include lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the emergence from bankruptcy.

Overage rent is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount and is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.

Tenant recoveries are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred.

Real estate sales are recognized whenever (1) a sale is consummated, (2) the buyer has demonstrated an adequate commitment to pay for the property, (3) our receivable is not subject to future subordination, and (4) we have transferred to the buyer the risks and rewards of ownership and do not have continuing involvement. Unless all conditions are met, recognition of all or a portion of the profit shall be postponed.

We provide an allowance for doubtful accounts against the portion of accounts receivable, net including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience.

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 Comprehensive Income. 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 Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 5. The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Management fees from affiliates (1)	$	28,806		$	20,428		$	77,797		$	60,015
Management fee expense	(10,675		)	(8,250		)	(27,684		)	(23,964		)
Net management fees from affiliates	$	18,131		$	12,178		$	50,113		$	36,051

(1) Excludes a $13.1 million gain recognized in management fees and other corporate revenues on the divestiture of our investment in Seritage Growth Properties during the nine months ended September 30, 2016.

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, changes in 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.

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.

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 Comprehensive Income 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.

During the nine months ended September 30, 2016, we recorded a $73.0 million impairment charge (of which $28.3 million relates to the three months ended September 30, 2016) on our Consolidated Statements of Comprehensive Income related to three operating properties. During the nine months ended September 30, 2016, we received bona fide purchase offers for two properties which were less than their respective carrying values. The other property had non-recourse debt maturing during the nine months ended September 30, 2016 that exceeded the fair value of the operating property. This property was transferred to a special servicer during nine months ended September 30, 2016.

No provisions for impairment were recognized for the three and nine months ended September 30, 2017.

Changes in economic and operating conditions that occur subsequent to our review of recoverability of our properties could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those properties differ from actual results.

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 performed 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, 2017 and 2016. Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results.

Fair Value Measurements (Note 4)

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

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

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

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

Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 9 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility. Our credit risk exposure with regard to our cash and the $1.5 billion, including the uncommitted accordion feature, available under our credit facility is spread among a diversified group of investment grade financial institutions. We had $525.0 million outstanding and no outstanding balance under our credit facility as of September 30, 2017 and December 31, 2016, respectively.

Recently Issued Accounting Pronouncements

Effective January 1, 2018, companies will be required to apply a five-step model in accounting for revenue. The core principle of the revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this pronouncement. The Company has completed a preliminary review of the potential impact of this pronouncement to determine specific areas that will be affected by the adoption of this standard. Once the new guidance setting forth principles for the recognition, measurement, presentation and disclosure of leases (discussed below) goes into effect, the new revenue standard may apply to executory costs and other components of revenue due under leases that are deemed to be non-lease components (such as common area maintenance and provision of utilities), even when the revenue for such activities is not separately stipulated in the lease. In that case, then revenue from these items previously recognized on a straight-line basis under current lease guidance would be recognized under the new revenue guidance as the related services are delivered. As a result, while the total revenue recognized over time would not differ under the new guidance, the recognition pattern would be different. The new standard can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The company intends to adopt the modified retrospective approach for implementation.

In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. However, leasing costs that are currently eligible to be capitalized as initial direct costs are limited by ASU 2016-02. In addition, disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2016-02 mandates a modified retrospective transition method. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07 which eliminates the requirement for retrospective application of equity method accounting when an investment previously accounted for by another method initially qualifies for the equity method. This standard is effective for all entities for fiscal years beginning after December 15, 2016 with earlier application permitted. The adoption of this standard did not materially impact the Company's consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09 which simplifies the accounting for stock compensation related items such as income tax accounting, award classification, estimation of forfeitures, and cash flow presentation. The amendments in the ASU are effective for public business entities for annual periods beginning after December 15, 2016. The Company accounted for this compensation award adjustment by means of a cumulative-effect adjustment to equity as of January 1, 2017.

In June 2016, the FASB issued ASU 2016-13 which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU will be effective January 1, 2020 with early adoption permitted on January 1, 2019. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15 which provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted. The ASU will be adopted using a retrospective transition approach. The Company is evaluating the potential impact of this pronouncement on its Consolidated Statements of Cash Flows.

In November 2016, the FASB issued ASU 2016-18 which requires that a statement of cash flows explain the change during the reporting period in the total of cash and cash equivalents and restricted cash or restricted cash equivalents. This standard is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is evaluating the potential impact of this pronouncement on its Consolidated Statements of Cash Flows.

In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted this pronouncement early in the first fiscal quarter of 2017. The adoption of this standard resulted in less real estate acquisitions qualifying as businesses and, accordingly, acquisition costs for those acquisitions that are not businesses are capitalized rather than expensed.

In February 2017, the FASB issued ASU 2017-05 which clarifies the accounting for the derecognition of nonfinancial assets by eliminating the exception in current GAAP for transfers of investments in real estate entities (including equity method investments). The amendments in this update provide guidance on the accounting of partial sales of nonfinancial assets and contributions of nonfinancial assets to a joint venture or other noncontrolling investee. Once this guidance is adopted, an entity would use the guidance in the new revenue recognition standard (discussed above) to determine whether it is transferring multiple, distinct assets and would recognize a gain or loss for each distinct asset transferred. When an entity transfers nonfinancial assets included in a subsidiary and retains or receives an equity interest, it first determines whether it has retained a controlling financial interest in the subsidiary. If so, the entity does not derecognize the assets and accounts for the sale of noncontrolling interest in the subsidiary under the consolidation guidance covering decreases in ownership which would result in recognizing a gain or loss in equity. If an entity retains or receives a noncontrolling interest in the entity that owns the asset post-sale, that noncontrolling interest is considered noncash consideration and is included in the transaction price at its fair value. The retained noncontrolling interest is included at its fair value and results in an entity recognizing 100% of the gain on sale of the asset which differs from current applicable GAAP. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. Entities are required to adopt this standard in conjunction with the new revenue recognition standard which we will adopt on January 1, 2018. The adoption of this standard will result in higher gains on the sale of partial real estate interests due to recognizing 100% of the gain on sale of the partial interest and recording the retained noncontrolling interest at fair value.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

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ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

On September 19, 2017, GGP entered into three transactions with affiliates of Thor Equities (“Thor”) related to three separate joint ventures between GGP and Thor. First, GGP acquired 49.9% of its partner's interest in 218 West 57th Street based on a gross property valuation of $104.0 million. After the acquisition, GGP owned a 99.9% interest in 218 West 57th Street, while Thor retained a 0.1% interest. A portion of the net proceeds from the acquisition were used by Thor to pay off their $12.3 million note receivable to GGP related to the property. Of the remaining net proceeds, $9.75 million was used to pay down a portion of their note receivable for 530 Fifth Avenue and $3.36 million was used to pay down a portion of their note receivable to GGP for 685 Fifth Avenue (Note 13).

Second, GGP recapitalized the 530 Fifth Avenue joint venture based on a gross property valuation of $334 million, whereby (i) Thor’s common interest having a value of $48.1 million was converted to a preferred equity interest with a 7.0% cumulative return in 530 Fifth Avenue, which serves as collateral for Thor's still-outstanding note receivable, and (ii) GGP owned a 90.23% common equity interest in 530 Fifth Avenue, while Thor retained a 9.77% common equity interest. The preferred return payable to Thor must first go toward interest and principal due to GGP under Thor’s note receivable for 530 Fifth Avenue (Note 13).

Finally, GGP agreed to recapitalize the 685 Fifth Avenue joint venture based on a gross property valuation of $652.6 million, whereby upon closing (i) Thor’s common interest having a value of $150 million will be converted to a preferred equity interest with a 7.0% cumulative return in 685 Fifth Avenue, which serves as collateral for Thor's still-outstanding note receivable, and (ii) GGP will own a 97.03% common equity interest in 685 Fifth Avenue, while Thor will retain a 2.97% common equity interest. The preferred return payable to Thor must first go toward interest and principal due to GGP under Thor’s note receivable for 685 Fifth Avenue. The recapitalization will be effective on December 31, 2017, however, Thor executed a power of attorney on September 19, 2017 granting GGP sole authority with respect to the management of the joint venture and the property.

GGP had previously accounted for our interest in these three joint ventures using the equity method of accounting (Note 2). As a result of the transactions described above, we account for our interest in these three joint ventures using the consolidation method of accounting with our joint venture partner's share of equity included in noncontrolling interest (Note 2). In addition, the $48.1 million and $148.1 million notes receivable due from our joint venture partner at 530 Fifth Avenue and 685 Fifth Avenue, respectively, are presented on the balance sheet in noncontrolling interests in consolidated real estate affiliates. The notes receivable and our joint venture partners' share of equity effectively net within the noncontrolling interest.

The table below summarizes the gain from changes in control calculation ($ in millions):

Gain from changes in control for 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue
Net implied fair value of previous investment and consideration	$	250.0
Less: proportionate share of previous investments	198.1
Gain from changes in control of investment properties and other, net	$	51.9

The following table summaries 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 ($ in millions):

Allocation of Thor Equities Purchase Price	218 W. 57th Street			530 Fifth Avenue			685 Fifth Avenue
Investment in real estate, including intangible assets and liabilities	$	104.0		$	334.0		$	652.6
Fair value of debt (1)	(53.0		)	(221.0		)	(340.0		)
Net working capital (2)	0.1			14.3			1.7
Net assets acquired	$	51.1		$	127.3		$	314.3

(1)    530 Fifth Avenue includes $31.0 million of an intercompany loan between 530 Fifth Avenue and GGP.  218 W. 57th Street includes $53.0 million of an intercompany loan between 218 W. 57th Street and GGP.  Both loans eliminate in consolidation.

(2)    530 Fifth Avenue includes a $9.4 million escrow.

On July 12, 2017, we closed on the acquisition of the remaining 50% interest in 8 of the 12 anchor boxes included in the existing GS Portfolio Holdings LLC ("GSPH") joint venture with Seritage Growth Properties ("Seritage") for $190.1 million based on a total valuation of $380.2 million. We had previously owned a 50% interest in the joint venture and accounted for the joint venture using the equity method of accounting (Note 2), but as a result of the transaction we now account for this joint venture using the consolidation method of accounting. Of the total purchase price, $126.4 million was settled upon closing and Seritage retained certain special rights (governed by a Special Rights Agreement), which are callable by GGP for $63.7 million. Simultaneously, the 4 remaining anchor boxes in GSPH were distributed to a newly formed joint venture, GS Portfolio Holdings II, LLC ("GSPHII"), between GGP and Seritage in which the ownership interest remains at 50% for both joint venture partners. We account for GSPHII using the equity method of accounting (Note 2). In addition, GGPLP provided a loan to GSPHII for $127.4 million. This loan is collateralized by GSPHII's interest in the properties (Note 13). Finally, GGP acquired a 50% interest in 5 anchor boxes through a newly formed joint venture, GS Portfolio Holdings 2017 ("GSPH2017"), for $57.5 million. We account for this joint venture using the equity method of accounting (Note 2).

The table below summarizes the gain from changes in control calculation ($ in millions):

Gain from a Change of Control in GSPH
Consideration paid to acquire our joint venture partner's interest	$	190.1
Less: proportionate share of previous investment	147.2
Gain from changes in control of investment properties and other, net	$	42.9

On June 30, 2017, we conveyed Lakeside Mall to the lender in full satisfaction of $144.5 million in outstanding debt. This transaction resulted in a $55.1 million gain on extinguishment of debt.

On June 9, 2017, we closed on the acquisition of our joint venture partner's 50% interest in Neshaminy Mall located in Bensalem, Pennsylvania for a gross purchase price of $65.0 million. Post acquisition, we own 100% of the mall. Prior to the acquisition of the remaining interest, the carrying value for our investment was $55.2 million. As a result of this acquisition, the implied fair value of our previous investment in Neshaminy Mall is $34.2 million, resulting in a loss of $21.0 million, recognized in loss from changes in control of investment properties and other for the nine months ended September 30, 2017.

On May 12, 2017, we closed on the sale of Red Cliffs Mall in St. George, Utah for $39.1 million. The transaction netted proceeds of approximately $36.3 million and resulted in a gain on sale of $5.6 million recognized in gain from changes in control of investment properties and other for the nine months ended September 30, 2017.

The acquisition of 605 N. Michigan Avenue on December 1, 2016 was recorded in 2016 using a preliminary estimate of the net assets acquired. Certain amounts were reclassified according to the subsequent purchase price allocation recorded during 2017.

On September 15, 2016, joint ventures we formed with Simon Property Group and Authentic Brands Group LLC acquired Aeropostale, Inc. ("Aeropostale") for $80.0 million in total cash which included cash for working capital requirements of the retail business. In connection with the transaction, our total investment was $20.4 million of cash contributed to the ventures for an effective ownership of approximately 26% in the two joint ventures. Aeropostale is a tenant at certain properties for which we receive rental income included in minimum rents on the Consolidated Statements of Comprehensive Income.

On August 1, 2016, we closed on the sale of Rogue Valley Mall located in Medford, Oregon for a sales price of $61.5 million. This transaction netted proceeds of approximately $6.4 million and resulted in a loss of $0.8 million recognized in gain from changes in control of investment properties and other for the three and nine months ended September 30, 2016.

On July 29, 2016, we reached an agreement on the sale of a 50% interest in Fashion Show located in Las Vegas, Nevada to TIAA-CREF Global Investments, LLC ("TIAACREF") for a sales price of $1.25 billion. We closed on the sale of the initial 49% and received proceeds of approximately $813.9 million on July 29, 2016, and we received the remaining $16.6 million for the closing of the final 1% interest on October 4, 2016. This transaction resulted in a gain on sale of $622.3 million recognized in gain from changes in control of investment properties and other for the three and nine months ended September 30, 2016.

The table below summarizes the gain calculation ($ in millions):

Cash received from joint venture partner	$	813.9
Less: Proportionate share of previous investment in Fashion Show	(191.6		)
Gain from change in control of investment property	$	622.3

On July 21, 2016, we closed on the sale of Newgate Mall located in Ogden, Utah for a sales price of $69.5 million. The transaction netted proceeds of approximately $8.4 million and resulted in a loss of $1.4 million recognized in gain from changes in control of investment properties and other for the three and nine months ended September 30, 2016.

On June 30, 2016, we closed on the sale of our 49.8% interest in One Stockton Partners, LLC in San Francisco, California to our joint venture partner for $49.8 million. In connection with the sale, $16.3 million in mortgage debt was assumed. This transaction netted proceeds of approximately $33.5 million and resulted in a gain of $22.7 million recognized in Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2016. In addition to the sale, the joint venture partner made an $8.0 million repayment of a note receivable.

On June 28, 2016, we closed on the sale of the office building and parking garage at Pioneer Place in Portland, Oregon for $121.8 million. This transaction netted proceeds of approximately $116.0 million and resulted in a gain on sale of $35.5 million recognized in gain from changes in control of investment properties and other for the nine months ended September 30, 2016.

On February 2, 2016, we closed on the acquisition of our joint venture partner's 25% interest in Spokane Valley Mall in Spokane, Washington for $37.5 million. This transaction resulted in a reduction of additional paid-in capital of $18.4 million due to the acquisition of our partner's noncontrolling interest.

On January 29, 2016, we closed on the sale of our 75% interest in Provo Towne Center in Provo, Utah to our joint venture partner for $37.5 million. Mortgage debt of $31.1 million was repaid upon closing. This transaction netted proceeds of approximately $2.8 million and resulted in a loss of $6.7 million recognized in gain from changes in control of investment properties and other for the nine months ended September 30, 2016.

On January 29, 2016, we closed on the sale of our 10% interest in 522 Fifth Avenue in New York City to our joint venture partner for $25.0 million, inclusive of the repayment of previously existing notes receivable from our joint venture partner. We received proceeds of $10.0 million upon closing and proceeds of $5.4 million on December 15, 2016. This transaction resulted in a gain on sale of $11.0 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the nine months ended September 30, 2016. On May 25, 2017, we received a 10% interest in 522 Fifth Avenue in full satisfaction of the remaining $9.0 million due.

On January 15, 2016, we closed on the sale of Eastridge Mall in San Jose, California for $225.0 million. This transaction netted proceeds of approximately $216.3 million and resulted in a gain on sale of $71.8 million recognized in gain from changes in control of investment properties and other for the nine months ended September 30, 2016.

On January 8, 2016, we closed on the sale of our 50% interest in Owings Mills Mall in Owings Mills, Maryland to our joint venture partner for $11.6 million. This transaction netted proceeds of approximately $11.6 million and resulted in a gain on sale of $0.6 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the nine months ended September 30, 2016.

On February 27, 2015, we sold a 25% interest in Ala Moana Center in Honolulu, Hawaii for net proceeds of $907.0 million. We received $670.0 million at closing and received the remaining proceeds of $237.0 million upon completion of the redevelopment and expansion in the fourth quarter of 2016. Subsequently on April 10, 2015, we sold an additional 12.5% interest in Ala Moana Center for net proceeds of $453.5 million to another joint venture partner. We received $335.0 million at closing and received the remaining proceeds of $118.5 million upon completion of the redevelopment and expansion in the fourth quarter of 2016. As a result, our joint venture partners own a combined 37.5% economic interest in the joint venture.

Upon sale of the 25% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $584.4 million gain on change in control of investment properties and other as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the three months ended September 30, 2016, we recognized an additional $0.2 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through September 30, 2016. During the nine months ended September 30, 2016, we recognized an additional $12.7 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through September 30, 2016. The construction is complete and the full gain was recognized as of December 31, 2016.

Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the three months ended September 30, 2016, we recognized an additional $0.3 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through September 30, 2016. During the nine months ended September 30, 2016, we recognized an additional $6.5 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through September 30, 2016. The construction is complete and the full gain was recognized as of December 31, 2016.

We account for the 62.5% interest in the joint venture that owns Ala Moana Center under the equity method of accounting (Note 5) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Prior to February 2015, Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis.

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FAIR VALUE

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE

FAIR VALUE

Nonrecurring Fair Value Measurements

We estimate fair value relating to changes in accounting methods for our assets and 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.

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Provisions for Impairment
	($ in thousands)
Nine Months Ended September 30, 2017
Investments in real estate (1)	$	1,090,600	$	—	$	—	$	1,090,600	$	—

Unobservable Quantitative Input	Range
Discount Rates	6.0% to 7.0%
Terminal capitalization rates	4.0% to 5.5%

Disclosure of 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, 2017 and December 31, 2016.

	September 30, 2017				December 31, 2016
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (2)		Estimated Fair Value
Fixed-rate debt	$	10,451,125	$	10,519,680	$	10,441,166	$	10,832,272
Variable-rate debt	3,042,747		2,955,915		1,989,252		1,990,458
	$	13,493,872	$	13,475,595	$	12,430,418	$	12,822,730

(1)  Includes net market rate adjustments of $24.6 million and deferred financing costs of $33.2 million, net.

(2) Includes net market rate adjustments of $27.8 million and deferred financing costs of $40.1 million, net.

The fair value of our Junior Subordinated Notes approximates their carrying amount as of September 30, 2017 and December 31, 2016. 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 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 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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UNCONSOLIDATED REAL ESTATE AFFILIATES

9 Months Ended

Sep. 30, 2017

UNCONSOLIDATED REAL ESTATE AFFILIATES

UNCONSOLIDATED REAL ESTATE AFFILIATES

UNCONSOLIDATED REAL ESTATE AFFILIATES

Following is summarized financial information for all of our real estate related Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates, inclusive of investments accounted for using the cost method (Note 2).

	September 30, 2017			December 31, 2016
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1)
Assets:
Land	$	2,872,752		$	2,664,736
Buildings and equipment	13,877,355			13,555,059
Less accumulated depreciation	(3,689,038		)	(3,538,776		)
Construction in progress	527,024			284,198
Net property and equipment	13,588,093			12,965,217
Investment in unconsolidated joint ventures	581,941			503,305
Net investment in real estate	14,170,034			13,468,522
Cash and cash equivalents	507,363			455,862
Accounts receivable, net	562,623			655,655
Notes receivable	11,969			8,912
Deferred expenses, net	341,098			321,095
Prepaid expenses and other assets	230,328			327,645
Total assets	$	15,823,415		$	15,237,691
Liabilities and Owners' Equity:	\
Mortgages, notes and loans payable	$	10,474,639		$	10,476,935
Accounts payable, accrued expenses and other liabilities	888,738			595,570
Cumulative effect of foreign currency translation ("CFCT")	(45,605		)	(50,851		)
Owners' equity, excluding CFCT	4,505,643			4,216,037
Total liabilities and owners' equity	$	15,823,415		$	15,237,691
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	$	4,460,038		$	4,165,186
Less: joint venture partners' equity	(2,565,400		)	(2,095,166		)
Plus: excess investment/basis differences	1,604,437			1,590,821
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	3,499,075			3,660,841
Investment in Unconsolidated Real Estate Affiliates, net (cost method)	—			180,000
Elimination of consolidated real estate investment interest through joint venture	(54,971		)	(27,500		)
Retail investment, net	8,097			16,146
Investment in Unconsolidated Real Estate Affiliates, net	$	3,452,201		$	3,829,487
Reconciliation - Investment in Unconsolidated Real Estate Affiliates:
Asset - Investment in Unconsolidated Real Estate Affiliates	$	3,479,811		$	3,868,993
Liability - Investment in Unconsolidated Real Estate Affiliates	(27,610		)	(39,506		)
Investment in Unconsolidated Real Estate Affiliates, net	$	3,452,201		$	3,829,487

(1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Miami Design District as of September 30, 2017. Refer to the discussion below regarding Miami Design District.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1)
Revenues:
Minimum rents	$	295,294		$	278,396		$	880,767		$	800,167
Tenant recoveries	124,927			121,810			366,869			349,983
Overage rents	7,110			7,627			17,302			19,430
Condominium sales	97,573			91,788			277,962			445,434
Other	12,894			12,106			38,736			36,060
Total revenues	537,798			511,727			1,581,636			1,651,074
Expenses:
Real estate taxes	39,731			33,656			107,195			90,008
Property maintenance costs	9,437			9,767			30,501			30,116
Marketing	4,771			3,601			13,249			15,794
Other property operating costs	60,147			56,445			170,076			158,413
Condominium cost of sales	71,336			66,924			202,860			324,772
Provision for doubtful accounts	473			2,042			4,495			11,457
Property management and other costs (2)	23,102			17,477			61,472			50,946
General and administrative	292			482			1,355			1,777
Depreciation and amortization	128,800			126,408			378,531			347,267
Total expenses	338,089			316,802			969,734			1,030,550
Operating income	199,709			194,925			611,902			620,524
Interest income	2,987			2,692			8,530			6,792
Interest expense	(123,014		)	(109,863		)	(348,195		)	(313,777		)
Provision for income taxes	(364		)	(215		)	(911		)	(589		)
Equity in loss of unconsolidated joint ventures	(4,715		)	(3,616		)	(15,426		)	(37,869		)
Income from continuing operations	74,603			83,923			255,900			275,081
Allocation to noncontrolling interests	(25		)	(22		)	(69		)	(96		)
Net income attributable to the ventures	$	74,578		$	83,901		$	255,831		$	274,985
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	74,578		$	83,901		$	255,831		$	274,985
Joint venture partners' share of income	(30,050		)	(43,014		)	(116,372		)	(125,447		)
Elimination of (gain) loss from consolidated real estate investment with interest owned through joint venture	(77		)	—			1,363			—
Gain (loss) on retail investment	5,933			—			(4,853		)	—
Amortization of capital or basis differences	(14,447		)	(5,236		)	(36,085		)	(21,779		)
Equity in income of Unconsolidated Real Estate Affiliates	$	35,937		$	35,651		$	99,884		$	127,759

(1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Fashion Show subsequent to the formation of the joint venture on July 29, 2016 and Miami Design District subsequent to June 1, 2017.

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

The Unconsolidated Real Estate Affiliates represent our investments in real estate joint ventures that are not consolidated. We hold interests in 22 domestic joint ventures, comprising 38 U.S. retail properties and one joint venture 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 properties owned by these joint ventures.

On March 7, 2014, we formed a joint venture, AMX Partners, LLC ("AMX"), with Kahikolu Partners, LLC ("MKB") for the purpose of constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. AMX commenced recognizing revenues and cost of sales from the sale of condominiums using the percentage of completion method during 2016.

In accordance with GAAP, sales of condominiums have been recognized using the percentage of completion method. Under this method, revenue is recognized when (1) construction is beyond a preliminary stage, (2) buyers are unable to receive refunds of down-payments except in the event of non-delivery, (3) a substantial percentage of the condominiums are under firm contracts, (4) collection of the sales price is reasonably assured and (5) sales proceeds and costs can be reasonably estimated. The revenue from condominium sales is calculated based on the percentage of completion, as determined by the construction contract costs incurred to date in relation to the total estimated construction costs.

On March 24, 2016, Kenwood Towne Centre in Cincinnati, Ohio (property included in a joint venture of which we are 50% owner) acquired fee title to a portion of the property previously held under ground lease for a gross purchase price of $43.0 million.

On September 15, 2016, joint ventures we formed with Simon Property Group and Authentic Brands Group LLC acquired Aeropostale, which is presented as a retail investment above.

On June 1, 2017, we received an additional 7.3% of our joint venture partner's membership interests in Miami Design District in full satisfaction of two promissory notes for $57.6 million and $40.4 million, respectively, resulting in a total ownership of 22.3% (Note 13). We determined that we had significant influence over the investment subsequent to the acquisition of the additional interest, and therefore we changed our method of accounting for this joint venture from the cost method to the equity method (Note 2).

On July 12, 2017, we closed on the acquisition of the remaining 50% interest in 8 anchor boxes included in the GSPH joint venture with Seritage. We had previously owned a 50% interest in the joint venture and accounted for the joint venture using the equity method of accounting, but as a result of the transaction we now account for this joint venture using the consolidation method of accounting. Simultaneously, we distributed the 4 remaining anchor boxes in GSPH to a newly formed joint venture, GSPHII, between GGP and Seritage in which the ownership interest remains at 50% for both joint venture partners, and we continue to account for this joint venture using the equity method of accounting. Finally, we acquired a 50% interest in 5 anchor boxes through a newly formed joint venture, GSPH2017, which we account for using the equity method of accounting (Note 3).

On September 19, 2017, we entered into three transactions with affiliates of Thor related to joint ventures between GGP and Thor at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue. Subsequent to the transactions, we changed our method of accounting for these three joint ventures from the equity method of accounting to the consolidation method of accounting with our joint venture partner's share of equity included in noncontrolling interest (Note 3).

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 $5.1 billion as of September 30, 2017 and $5.4 billion as of December 31, 2016, 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 pro rata share of the debt for one 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 pro rata 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 $85.3 million at one property as of September 30, 2017, and $86.5 million as of December 31, 2016. We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of September 30, 2017, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

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MORTGAGES, NOTES AND LOANS PAYABLE

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

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

	September 30, 2017 (1)		Weighted-Average Interest Rate (2)		December 31, 2016 (3)			Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	10,451,125	4.41	%	$	10,441,166		4.44	%
Total fixed-rate debt	10,451,125		4.41	%	10,441,166			4.44	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	2,524,744		3.23	%	1,997,978			2.45	%
Revolving credit facility (5)	518,003		2.56	%	(8,726		)	—
Total variable-rate debt	3,042,747		3.12	%	1,989,252			2.45	%
Total Mortgages, notes and loans payable	$	13,493,872	4.12	%	$	12,430,418		4.12	%
Junior subordinated notes	$	206,200	2.76	%	$	206,200		2.34	%

(1)  Includes $24.6 million of market rate adjustments and $33.2 million of deferred financing costs, net.

(2)  Represents the weighted-average interest rates on our contractual principal balances.

(3)  Includes $27.8 million of market rate adjustments and $40.1 million of deferred financing costs, net.

(4)  $1.4 billion of the variable-rate balance is cross-collateralized.

(5) Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.

Collateralized Mortgages, Notes and Loans Payable

As of September 30, 2017, $17.9 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 $1.4 billion of debt, are cross-collateralized. Although a majority of the $13.0 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $825.5 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

During the nine months ended September 30, 2017, we paid down a $73.4 million consolidated mortgage note at one property. The prior loan had a term-to-maturity of 0.2 yearsand an interest rate of 5.6%. The property subsequently replaced a property that was sold during the nine months ended September 30, 2017 as collateral in our $1.4 billion loan secured by cross-collateralized mortgages on 15 properties. In addition, we obtained a new consolidated mortgage note at one property for $325.0 million with an interest rate of 3.98%. Finally, as a result of the three transactions with Thor (Note 3), we now use the consolidation method of accounting for a $340.0 million consolidated mortgage note with an interest rate of LIBOR plus 2.75% and a $190.0 million consolidated mortgage note with an interest rate of LIBOR plus 3.25%. We manage our exposure to interest rate fluctuations related to this debt using interest rate cap agreements which allow us to replace variable-rate debt with fixed-rate debt. However, our efforts to manage risks associated with interest rate volatility may not be successful.

During the year ended December 31, 2016, we paid down $294.4 million of consolidated mortgage notes at two properties. The prior loans had a weighted-average term-to-maturity of 1.2 years and a weighted-average interest rate of 5.3%. In conjunction with the pay down of the loans, we paid $5.4 million in transaction costs.

On April 25, 2016, we amended our $1.4 billion loan secured by cross-collateralized mortgages on 15 properties. The interest rate remained consistent at LIBOR plus 1.75%, however, we were able to decrease the recourse from 100% to 50% and extend the term for three years. The loan now matures April 25, 2019, with twoone year extension options.

Corporate and Other Unsecured Loans

We have certain unsecured debt obligations, the terms of which are described below:

	September 30, 2017 (1)		Weighted-Average Interest Rate		December 31, 2016 (2)		Weighted-Average Interest Rate
Unsecured debt:
Revolving credit facility	$	525,000	2.56	%	$	—	—
Total unsecured debt	$	525,000	2.56	%	$	—	—

(1) Excludes deferred financing costs of $7.0 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

(2) Excludes deferred financing costs of $8.7 million in 2016 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

Our revolving credit facility (the "Facility") as amended on October 30, 2015, provides for revolving loans of up to $1.1 billion. The Facility has an uncommitted accordion feature for a total facility of up to $1.5 billion. The Facility is scheduled to mature in October 2020 and is unsecured. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 130 to 190 basis points or at a base rate plus 30 to 90 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, 2017. As of September 30, 2017, $525.0 million was outstanding on the Facility.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the "Trust") and a wholly-owned subsidiary of GGPN, 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 GGPOP. 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 GGPOP due 2036. 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, 2036, 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 currently is a wholly-owned subsidiary of GGPN, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior subordinated notes as 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, 2017 and December 31, 2016.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $53.1 million as of September 30, 2017 and $57.8 million as of December 31, 2016. 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, 2017.

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INCOME TAXES

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

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 a requirement to distribute at least 90% of our taxable ordinary income. 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 and capital gains. We are currently statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2014 through 2016 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2013 through 2016. We have one TRS that has extended the statute of limitations for the year ended December 31, 2013 until December 31, 2018 for purposes of reviewing a carryback claim.

We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of September 30, 2017.

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WARRANTS

9 Months Ended

Sep. 30, 2017

WARRANTS

WARRANTS

WARRANTS

Brookfield and certain parties who were previously members of a Brookfield investor consortium owned 73,930,000 warrants (the "Warrants") to purchase common stock of GGP with an initial weighted average exercise price of $10.70. Each Warrant was fully vested upon issuance, had a term of seven years and expires on November 9, 2017. Below is a summary of Warrants that were originally issued and are still outstanding as of September 30, 2017.

Initial Warrant Holder	Number of Warrants	Initial Exercise Price
Brookfield - A	57,500,000	$	10.75
Brookfield - B	16,430,000	10.50
	73,930,000

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 originally issued 73,930,000 Warrants. During 2016 and 2017, the number of shares issuable upon exercise of the outstanding Warrants changed as follows:

		Exercise Price
Record Date	Issuable Shares	Brookfield - A		Brookfield - B
April 15, 2016	90,288,964	$	8.80	$	8.60
July 15, 2016	90,865,607	8.75		8.54
October 14, 2016	91,553,142	8.68		8.48
December 15, 2016	92,344,178	8.61		8.41
December 27, 2016	93,268,285	8.52		8.32
April 13, 2017	94,170,214	8.44		8.24
July 13, 2017	95,057,357	8.36		8.17

As of September 30, 2017, the warrant holders had the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants) or net share settle at the option of the holder. The remaining 16,430,000 Warrants owned or managed by Brookfield must be net share settled. 

On October 6, 2017, Brookfield exercised Warrants to purchase68,820,268 shares of our common stock, par value $0.01 per share (Note 18).

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to GGPOP Common, Preferred, and LTIP 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,
	2017			2016			2017			2016
Distributions to preferred GGPOP units	$	(874	)	$	(2,237	)	$	(3,889	)	$	(6,640	)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units)	(1,846		)	(3,879		)	(3,097		)	(5,608		)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units)	(515		)	(1,172		)	(1,068		)	(2,325		)
Net income allocated to noncontrolling interest in consolidated real estate affiliates	(257		)	(282		)	(1,103		)	(510		)
Allocation to noncontrolling interests	(3,492		)	(7,570		)	(9,157		)	(15,083		)
Other comprehensive (income) loss allocated to noncontrolling interests	(182		)	7			133			4
Comprehensive income allocated to noncontrolling interests	$	(3,674	)	$	(7,563	)	$	(9,024	)	$	(15,079	)

Noncontrolling Interests

The noncontrolling interest related to the Common, Preferred, and LTIP Units of GGPOP are presented either as redeemable noncontrolling interests in mezzanine equity or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity.

The redeemable Common and Preferred Units of GGPOP 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 redemption value (i.e. 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 in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net income (loss) attributable to GGP Inc.

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 GGPOP with our common stockholders. However, the GGPOP 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 and Preferred Units as of September 30, 2017, the aggregate amount of cash we would have paid would have been $173.9 million and $52.3 million, respectively.

GGPOP issued Preferred Units that are, or were, convertible into Common Units of GGPOP at the rates below (subject to adjustment). The holder may convert the Series D and Series E Preferred Units into Common Units of GGPOP at any time, subject to certain restrictions. The Common Units are convertible into common stock at approximately a one-to-one ratio at the current stock price.

	Number of Common Units for each Preferred Unit	Number of Contractual Preferred Units Outstanding as of September 30, 2017	Converted Basis to Common Units Outstanding as of September 30, 2017	Conversion Price		Redemption Value (1)
Series B	3.00000	10	—	$	16.66670	$	486
Series D	1.50821	533	835	33.15188		26,637
Series E	1.29836	503	679	38.51000		25,133
						$	52,256

(1) As of July 10, 2017, the Series B preferred unit conversion option expired and now has a fixed cash liquidation value of $50 per unit.

The following table reflects the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2017, and 2016.

Balance at January 1, 2016	$	287,627
Net income	5,608
Distributions	(3,078		)
Redemption of GGPOP units	(1,687		)
Other comprehensive loss	(4		)
Fair value adjustment for noncontrolling interests in Operating Partnership	2,377
Balance at September 30, 2016	$	290,843
Balance at January 1, 2017	$	262,727
Net income	3,097
Distributions	(4,731		)
Redemption of GGPOP units	(651		)
Other comprehensive loss	(133		)
Fair value adjustment for noncontrolling interests in Operating Partnership	(34,123		)
Balance at September 30, 2017	$	226,186

Common Stock Dividend

Our Board of Directors declared common stock dividends during 2017 and 2016 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2017
October 31	December 15, 2017	January 5, 2018	$	0.22
August 2	October 13, 2017	October 31, 2017	0.22
May 1	July 13, 2017	July 28, 2017	0.22
January 30	April 13, 2017	April 28, 2017	0.22
2016
December 13	December 27, 2016	January 27, 2017	$	0.26
October 31	December 15, 2016	January 6, 2017	0.22
August 1	October 14, 2016	October 31, 2016	0.20
May 2	July 15, 2016	July 29, 2016	0.19
February 1	April 15, 2016	April 29, 2016	0.19

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, 34,625 shares were issued during the nine months ended September 30, 2017 and 20,759 shares were issued during the nine months ended September 30, 2016.

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 13, 2018, for $25.00 per share plus all accrued and unpaid dividends. We may redeem the Preferred Stock prior to February 13, 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).

Our Board of Directors declared preferred stock dividends during 2017 and 2016 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2017
October 31	December 15, 2017	January 2, 2018	$	0.3984
August 2	September 15, 2017	October 2, 2017	0.3984
May 1	June 15, 2017	July 3, 2017	0.3984
January 30	March 15, 2017	April 3, 2017	0.3984
2016
October 31	December 15, 2016	January 3, 2017	$	0.3984
August 1	September 15, 2016	October 3, 2016	0.3984
May 2	June 15, 2016	July 1, 2016	0.3984
February 1	March 15, 2016	April 1, 2016	0.3984

Accumulated Other Comprehensive Loss

The following table reflects the activity of the components of accumulated other comprehensive loss for the three months ended September 30, 2017, and 2016:

	Foreign currency translation			Net unrealized gains (losses) on other financial instruments			Reclassification adjustment for realized gains on available-for-sale securities included in net income		Total
Balance at July 1, 2016	$	(69,251	)	$	120		$	—	$	(69,131	)
Other comprehensive income (loss)	(987		)	(16		)	—		(1,003		)
Balance at September 30, 2016	$	(70,238	)	$	104		$	—	$	(70,134	)
Balance at July 1, 2017	$	(71,708	)	$	115		$	—	$	(71,593	)
Other comprehensive income (loss)	3,884			9			—		3,893
Balance at September 30, 2017	$	(67,824	)	$	124		$	—	$	(67,700	)

The following table reflects the activity of the components of accumulated other comprehensive loss for the nine months ended September 30, 2017, and 2016:

	Foreign currency translation			Net unrealized gains (losses) on other financial instruments		Reclassification adjustment for realized gains on available-for-sale securities included in net income			Total
Balance at January 1, 2016	$	(84,798	)	$	100	$	11,894		$	(72,804	)
Other comprehensive income (loss)	14,560			4		(11,894		)	2,670
Balance at September 30, 2016	$	(70,238	)	$	104	$	—		$	(70,134	)
Balance at January 1, 2017	$	(70,560	)	$	104	$	—		$	(70,456	)
Other comprehensive income (loss)	2,736			20		—			2,756
Balance at September 30, 2017	$	(67,824	)	$	124	$	—		$	(67,700	)

Realized gains from the sale of available-for-sale securities are included in management fees and other corporate revenues.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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 and the dilutive effect of 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,
	2017			2016			2017			2016
Numerators - Basic and Diluted:
Net income	226,272			681,748			464,960			1,066,987
Preferred Stock dividends	(3,984		)	(3,984		)	(11,952		)	(11,951		)
Allocation to noncontrolling interests	(3,492		)	(7,570		)	(9,157		)	(15,083		)
Net income attributable to common stockholders	$	218,796		$	670,194		$	443,851		$	1,039,953
Denominators:
Weighted-average number of common shares outstanding - basic	878,663			885,092			881,786			883,720
Effect of dilutive securities	61,521			70,764			63,207			69,090
Weighted-average number of common shares outstanding - diluted	940,184			955,856			944,993			952,810
Anti-dilutive Securities:
Effect of Preferred Units	1,514			5,409			1,514			5,409
Effect of Common Units	8,374			4,768			5,991			4,768
Effect of LTIP Units	1,805			1,775			1,852			1,764
Weighted-average number of anti-dilutive securities	11,693			11,952			9,357			11,941

For the three and nine months ended September 30, 2017 and 2016, dilutive options and dilutive shares related to the Warrants are included in the denominator of diluted EPS.

Outstanding Common Units and LTIP Units have been excluded from the diluted earnings per share calculation because including such units would also require that the share of GGPOP income attributable to such units be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Units dividend be added back to the net income, resulting in anti-dilution. Subsequent to September 30, 2017, Brookfield exercised Warrants for 68,820,268 shares or common stock using both full and net share settlement. Approximately 49 million shares were already included in the diluted share count, thus the share count will increase by an incremental 20 million shares subsequent to quarter end (Note 18).

GGP owned 56,267,195 and 55,969,390 shares of treasury stock as of September 30, 2017 and 2016. These shares are presented as common stock in treasury, at cost, on our Consolidated Balance Sheets. Additionally, GGPN holds 27,459,195 shares of stock as a result of warrants purchased during the year ended December 31, 2013. These shares are presented as issued, but not outstanding on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

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STOCK-BASED COMPENSATION PLANS

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS

The GGP 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 and its subsidiaries and affiliates are eligible for the Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of GGP's common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years.

On November 12, 2014, the Company's Equity Plan was amended to allow for the grant of LTIP Units to certain officers, directors, and employees of the Company as an alternative to the Company's stock options or restricted stock. LTIP Units are classes of partnership interests that under certain conditions, including vesting, are convertible by the holder into common units, which are redeemable by the holder for common shares on a one-to-one ratio (subject to adjustment for changes to GGP's capital structure) or for the cash value of such shares at the option of the Company.

On February 17, 2016, the Company's Equity Plan was amended to allow for the grant of restricted stock or LTIP Units to certain officers, directors, and employees of the Company that vest based on the achievement of certain established metrics that are based on the performance of the Company.

On January 1, 2017, the Company adopted ASU 2016-09, Compensation - Stock Compensation. This new guidance allowed us to make the election to account for share-based payment forfeitures when they occur versus estimating a forfeiture rate. This resulted in a cumulative effect of accounting change adjustment of $3.0 million to additional paid-in capital, noncontrolling interests related to LTIP Units and accumulated distributions in excess of earnings as of January 1, 2017.

Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2017, and 2016 is summarized in the following table in thousands:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Stock options - Property management and other costs	$	811	$	1,479	$	2,766	$	4,632
Stock options - General and administrative	1,814		2,806		6,449		8,297
Restricted stock - Property management and other costs	1,366		772		4,424		2,080
Restricted stock - General and administrative	540		162		2,368		473
LTIP Units - Property management and other costs	397		379		1,189		967
LTIP Units - General and administrative	3,389		3,879		14,330		10,925
Total	$	8,317	$	9,477	$	31,526	$	27,374

The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan for GGP for the nine months ended September 30, 2017, and 2016:

	2017				2016
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price (1)
Stock options Outstanding at January 1,	15,277,189		$	17.90	18,162,700		$	17.34
Granted	—		—		91,261		25.81
Exercised	(443,221	)	18.05		(2,699,998	)	14.20
Forfeited	(148,040	)	22.31		(224,247	)	19.80
Expired	(4,107	)	28.86		(15,608	)	17.73
Stock options Outstanding at September 30,	14,681,821		$	17.85	15,314,108		$	17.91

(1) Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016.

	2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value (1)
LTIP Units Outstanding at January 1,	4,345,912		$	27.27	1,724,747		$	29.32
Granted	553,526		25.38		2,640,963		25.89
Exercised	(92,880	)	29.15		—		—
Forfeited	(58,894	)	26.77		(38,862	)	28.98
Expired	—		—		—		—
LTIP Units Outstanding at September 30,	4,747,664		$	27.02	4,326,848		$	27.23

(1) Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016.

	2017				2016
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Restricted stock Outstanding at January 1,	476,686		$	27.11	206,219		$	29.16
Granted	808,448		25.30		346,873		26.18
Vested	(170,137	)	26.78		(66,578	)	28.61
Canceled	(100,357	)	26.02		(7,322	)	27.62
Restricted stock Outstanding at September 30,	1,014,640		25.83		479,192		27.10

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ACCOUNTS RECEIVABLE, NET

9 Months Ended

Sep. 30, 2017

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2017			December 31, 2016
Trade receivables	$	102,908		$	107,107
Short-term tenant receivables	2,957			1,414
Straight-line rent receivable	235,216			227,859
Other accounts receivable	3,687			3,699
Total accounts receivable	344,768			340,079
Provision for doubtful accounts	(20,189		)	(17,883		)
Total accounts receivable, net	$	324,579		$	322,196

NOTES RECEIVABLE

The following table summarizes the significant components of notes receivable.

	September 30, 2017		December 31, 2016
Notes receivable	$	404,650	$	665,289
Accrued interest	10,849		13,207
Total notes receivable	415,499		678,496

As a result of the transactions described in Note 3, 530 Fifth Avenue and 685 Fifth Avenue are now accounted for under the consolidation method of accounting. Therefore, the $148.1 million and $48.1 million notes receivable due from our joint venture partner related to the properties at 685 Fifth Avenue and 530 Fifth Avenue, respectively, are presented on the balance sheet net of noncontrolling interests in consolidated real estate affiliates. Additionally, the $31.0 million mezzanine loan provided to the 530 Fifth Avenue joint venture and the $53.0 million mezzanine loan provided to the 218 W. 57th Street joint venture are now eliminated as part of the consolidation of the properties.

On July 12, 2017, we entered into a promissory note with our joint venture GS Portfolio Holding LLC, in which we lent GS Portfolio Holding LLC $127.4 million that bears interest at 6.6% per annum from July 12, 2017 to December 31, 2017, and 6.3% from January 1, 2018 to December 31, 2018. Interest payments occur a month in arrears, commencing on the first day of the second calendar month with a final payment on the maturity date. The note is collateralized by GS Portfolio Holdings LLC's interest in four anchor boxes (Note 3).

On May 23, 2017, we entered into a promissory note with our joint venture partner, Bayside Equities, LLC ("Bayside Equities"), a subsidiary of AHC, in which we lent Bayside Equities $19.1 million that bears interest at 12.2% per annum. The note is collateralized by Bayside Equities' economic interest in Riverchase Galleria and the Tysons Galleria anchor box.

On July 29, 2016, we settled a note receivable in the net amount of $78.9 million issued to Rique Empreendimentos e Participacoes Ltda. ("Rique") in exchange for approximately 18.3 million shares in Aliansce Shopping Centers, S.A. ("Aliansce"), resulting in an 11.3% ownership in Aliansce. On September 29, 2016, we sold the 18.3 million shares in Aliansce to the Canada Pension Plan Investment Board for a sales price of $84.9 million. The note receivable was issued in conjunction with our sale of Aliansce to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable was denominated in Brazilian Reais, bore interest at an effective interest rate of approximately 14%, was collateralized by shares of common stock in Aliansce, and required annual principal and interest payments over the term. During the nine months ended September 30, 2016, we determined, based on current information and events, that it was probable that we would be unable to collect all amounts due according to the contractual terms of the receivable. As the note receivable was a collateral dependent loan, we estimated the provision for loss based on the fair value of the market price of the Aliansce shares which served as the collateral for the loan. We recognized a $29.4 million loss on the note recorded in the provision for loan loss on the Consolidated Statements of Comprehensive Income based on the value of the collateral and included accrued interest of $7.5 million in the provision for loan loss. We recognized the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Comprehensive Income.

On November 11, 2015, we entered into a promissory note with our joint venture partner, Ashkenazy Holding Co., LLC ("AHC"), in which we lent AHC $57.6 million that bears interest at 8% per annum. The note was collateralized by AHC's equity in Miami Design District Associates, which is part of the AACMDD Group, LLC joint venture ("AACMDD"). On November 18, 2016, the maturity date of the note was amended to November 15, 2019. On June 1, 2017, AHC conveyed the collateral of the note in full satisfaction of the receivable and $2.6 million in accrued interest.

On September 17, 2015, we entered into a promissory note with our joint venture partner, AHC, in which we lent AHC $40.4 million that bears interest at 6% per annum. The note was collateralized by AHC's equity in Miami Design District Associates, which is part of AACMDD. On November 18, 2016, the maturity date of the note was amended to September 17, 2019. On June 1, 2017, AHC conveyed the collateral of the note in full satisfaction of the receivable and $1.1 million in accrued interest.

The two AHC promissory notes discussed above were collectively collateralized by 7.3% of our joint venture partner's membership interests in Miami Design District.

On June 30, 2015, we entered into a promissory note with our joint venture partner MKB (defined in Note 5), in which we would lend MKB up to $80 million for capital calls after an initial contribution of $80 million by MKB and until the joint venture secured construction financing. This loan bears interest at LIBOR plus 6% and is secured by MKB's partnership interest in AMX, which is constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. On August 2, 2017 the outstanding note balance of $17.1 million was paid off. Construction financing closed during the third quarter of 2015.

Notes receivable includes $204.3 million of notes receivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York. The first note was issued for $104.3 million to our joint venture partner in the retail portion and bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at 9.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of September 30, 2017, there was $154.8 million and $80.0 million outstanding on these loans, respectively.

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NOTES RECEIVABLE

9 Months Ended

Sep. 30, 2017

Receivables [Abstract]

NOTES RECEIVABLE

ACCOUNTS RECEIVABLE, NET

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2017			December 31, 2016
Trade receivables	$	102,908		$	107,107
Short-term tenant receivables	2,957			1,414
Straight-line rent receivable	235,216			227,859
Other accounts receivable	3,687			3,699
Total accounts receivable	344,768			340,079
Provision for doubtful accounts	(20,189		)	(17,883		)
Total accounts receivable, net	$	324,579		$	322,196

NOTES RECEIVABLE

The following table summarizes the significant components of notes receivable.

	September 30, 2017		December 31, 2016
Notes receivable	$	404,650	$	665,289
Accrued interest	10,849		13,207
Total notes receivable	415,499		678,496

As a result of the transactions described in Note 3, 530 Fifth Avenue and 685 Fifth Avenue are now accounted for under the consolidation method of accounting. Therefore, the $148.1 million and $48.1 million notes receivable due from our joint venture partner related to the properties at 685 Fifth Avenue and 530 Fifth Avenue, respectively, are presented on the balance sheet net of noncontrolling interests in consolidated real estate affiliates. Additionally, the $31.0 million mezzanine loan provided to the 530 Fifth Avenue joint venture and the $53.0 million mezzanine loan provided to the 218 W. 57th Street joint venture are now eliminated as part of the consolidation of the properties.

On July 12, 2017, we entered into a promissory note with our joint venture GS Portfolio Holding LLC, in which we lent GS Portfolio Holding LLC $127.4 million that bears interest at 6.6% per annum from July 12, 2017 to December 31, 2017, and 6.3% from January 1, 2018 to December 31, 2018. Interest payments occur a month in arrears, commencing on the first day of the second calendar month with a final payment on the maturity date. The note is collateralized by GS Portfolio Holdings LLC's interest in four anchor boxes (Note 3).

On May 23, 2017, we entered into a promissory note with our joint venture partner, Bayside Equities, LLC ("Bayside Equities"), a subsidiary of AHC, in which we lent Bayside Equities $19.1 million that bears interest at 12.2% per annum. The note is collateralized by Bayside Equities' economic interest in Riverchase Galleria and the Tysons Galleria anchor box.

On July 29, 2016, we settled a note receivable in the net amount of $78.9 million issued to Rique Empreendimentos e Participacoes Ltda. ("Rique") in exchange for approximately 18.3 million shares in Aliansce Shopping Centers, S.A. ("Aliansce"), resulting in an 11.3% ownership in Aliansce. On September 29, 2016, we sold the 18.3 million shares in Aliansce to the Canada Pension Plan Investment Board for a sales price of $84.9 million. The note receivable was issued in conjunction with our sale of Aliansce to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable was denominated in Brazilian Reais, bore interest at an effective interest rate of approximately 14%, was collateralized by shares of common stock in Aliansce, and required annual principal and interest payments over the term. During the nine months ended September 30, 2016, we determined, based on current information and events, that it was probable that we would be unable to collect all amounts due according to the contractual terms of the receivable. As the note receivable was a collateral dependent loan, we estimated the provision for loss based on the fair value of the market price of the Aliansce shares which served as the collateral for the loan. We recognized a $29.4 million loss on the note recorded in the provision for loan loss on the Consolidated Statements of Comprehensive Income based on the value of the collateral and included accrued interest of $7.5 million in the provision for loan loss. We recognized the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Comprehensive Income.

On November 11, 2015, we entered into a promissory note with our joint venture partner, Ashkenazy Holding Co., LLC ("AHC"), in which we lent AHC $57.6 million that bears interest at 8% per annum. The note was collateralized by AHC's equity in Miami Design District Associates, which is part of the AACMDD Group, LLC joint venture ("AACMDD"). On November 18, 2016, the maturity date of the note was amended to November 15, 2019. On June 1, 2017, AHC conveyed the collateral of the note in full satisfaction of the receivable and $2.6 million in accrued interest.

On September 17, 2015, we entered into a promissory note with our joint venture partner, AHC, in which we lent AHC $40.4 million that bears interest at 6% per annum. The note was collateralized by AHC's equity in Miami Design District Associates, which is part of AACMDD. On November 18, 2016, the maturity date of the note was amended to September 17, 2019. On June 1, 2017, AHC conveyed the collateral of the note in full satisfaction of the receivable and $1.1 million in accrued interest.

The two AHC promissory notes discussed above were collectively collateralized by 7.3% of our joint venture partner's membership interests in Miami Design District.

On June 30, 2015, we entered into a promissory note with our joint venture partner MKB (defined in Note 5), in which we would lend MKB up to $80 million for capital calls after an initial contribution of $80 million by MKB and until the joint venture secured construction financing. This loan bears interest at LIBOR plus 6% and is secured by MKB's partnership interest in AMX, which is constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. On August 2, 2017 the outstanding note balance of $17.1 million was paid off. Construction financing closed during the third quarter of 2015.

Notes receivable includes $204.3 million of notes receivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York. The first note was issued for $104.3 million to our joint venture partner in the retail portion and bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at 9.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of September 30, 2017, there was $154.8 million and $80.0 million outstanding on these loans, respectively.

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PREPAID EXPENSES AND OTHER ASSETS

9 Months Ended

Sep. 30, 2017

Prepaid Expense and Other Assets [Abstract]

PREPAID EXPENSES AND OTHER ASSETS

PREPAID EXPENSES AND OTHER ASSETS

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

	September 30, 2017								December 31, 2016
	Gross Asset		Accumulated Amortization			Balance			Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	427,605	$	(317,067	)	$	110,538		$	512,802	$	(368,900	)	$	143,902
Below-market ground leases, net	118,994		(14,349		)	104,645			118,994		(12,788		)	106,206
Real estate tax stabilization agreement, net	111,506		(43,503		)	68,003			111,506		(38,769		)	72,737
Total intangible assets	$	658,105	$	(374,919	)	$	283,186		$	743,302	$	(420,457	)	$	322,845
Remaining prepaid expenses and other assets:
Security and escrow deposits						72,953								59,054
Prepaid expenses						52,564								46,709
Other non-tenant receivables						29,999								34,677
Deferred tax, net of valuation allowances						(1,300		)						6,943
Other						57,838								36,293
Total remaining prepaid expenses and other assets						212,054								183,676
Total prepaid expenses and other assets						$	495,240							$	506,521

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2017

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

	September 30, 2017							December 31, 2016
	Gross  Liability		Accumulated Accretion			Balance		Gross  Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	251,789		(161,455		)	$	90,334	267,048		(172,210		)	$	94,838
Above-market headquarters office leases, net	4,342		(2,412		)	1,930		15,268		(10,346		)	4,922
Above-market ground leases, net	9,127		(2,533		)	6,594		9,127		(2,258		)	6,869
Total intangible liabilities	$	265,258	$	(166,400	)	$	98,858	$	291,443	$	(184,814	)	$	106,629
Remaining Accounts payable and accrued expenses:
Accrued interest						44,522							47,821
Accounts payable and accrued expenses						94,400							87,485
Accrued real estate taxes						107,981							87,313
Deferred gains/income						95,768							91,720
Accrued payroll and other employee liabilities						43,909							57,721
Construction payable						127,672							115,077
Tenant and other deposits						35,297							15,061
Insurance reserve liability						15,166							14,184
Capital lease obligations						5,386							5,386
Conditional asset retirement obligation liability						6,316							5,327
Other						103,338							21,638
Total remaining Accounts payable and accrued expenses						679,755							548,733
Total Accounts payable and accrued expenses						$	778,613						$	655,362

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LITIGATION

9 Months Ended

Sep. 30, 2017

LITIGATION

LITIGATION

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. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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 been straight-lined over the term of the lease, to the extent applicable. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	2,177	$	2,131	$	6,562	$	6,376
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	1,605		1,551		4,846		4,637

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On October 3, 2017, GGP acquired a 100% interest in 2 anchor boxes at Neshaminy Mall and Oakwood Center located in Bensalem, Pennsylvania and Gretna, Louisiana, respectively. Additionally, we terminated leases at 2 anchor boxes at Oxmoor Center and Crossroads Center located in Louisville, Kentucky and St. Cloud, Minnesota, respectively. The net consideration of the 2 acquired anchor boxes and 2 anchor box lease terminations was $20.5 million.

On October 6, 2017, Brookfield exercised Warrants to purchase 68,820,268 shares of our common stock, par value $0.01 per share. Warrants were exercised using the full physical settlement method resulting in the issuance of 55,296,573 shares of common stock for an aggregate of $462.4 million in cash and 13,523,695 shares of common stock were issued under net share settlement at a price of $21.21 per share.

On October 13, 2017, we refinanced a consolidated mortgage note at 530 Fifth Avenue. The new loan has a balance of $110.0 million, a term-to-maturity of 4.1 years and an interest rate of LIBOR plus 3.25%.

On October 25, 2017, Abu Dhabi Investment Authority exercised approximately 5.5 million warrants that were net share settled for approximately 4.3 million shares.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

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. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of GGPOP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. Each of the Operating Partnerships are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities.

We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is 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. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes 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. 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.

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).

We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10-45 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 (Note 3)

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.

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 Comprehensive Income. 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 Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 5.

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, changes in 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.

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.

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 Comprehensive Income 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.

During the nine months ended September 30, 2016, we recorded a $73.0 million impairment charge (of which $28.3 million relates to the three months ended September 30, 2016) on our Consolidated Statements of Comprehensive Income related to three operating properties. During the nine months ended September 30, 2016, we received bona fide purchase offers for two properties which were less than their respective carrying values. The other property had non-recourse debt maturing during the nine months ended September 30, 2016 that exceeded the fair value of the operating property. This property was transferred to a special servicer during nine months ended September 30, 2016.

No provisions for impairment were recognized for the three and nine months ended September 30, 2017.

Changes in economic and operating conditions that occur subsequent to our review of recoverability of our properties could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those properties differ from actual results.

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 performed 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, 2017 and 2016. Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results.

Fair Value Measurements

Fair Value Measurements (Note 4)

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

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

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

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

Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 9 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Schedule of estimated useful lives of properties

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

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

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, 2017
Tenant leases:
In-place value	$	268,207	$	(178,885	)	$	89,322
As of December 31, 2016
Tenant leases:
In-place value	$	306,094	$	(214,111	)	$	91,983

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

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our income from continuing operations:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Amortization/accretion effect on continuing operations	$	(15,100	)	$	(23,014	)	$	(56,417	)	$	(72,118	)

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

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2017 Remaining	$	14,325
2018	45,801
2019	29,249
2020	20,458
2021	15,061

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

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,
	2017			2016			2017			2016
Management fees from affiliates (1)	$	28,806		$	20,428		$	77,797		$	60,015
Management fee expense	(10,675		)	(8,250		)	(27,684		)	(23,964		)
Net management fees from affiliates	$	18,131		$	12,178		$	50,113		$	36,051

(1) Excludes a $13.1 million gain recognized in management fees and other corporate revenues on the divestiture of our investment in Seritage Growth Properties during the nine months ended September 30, 2016.

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ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY Acquisitions, Sales and Joint Venture Activity (Tables)

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summaries 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 ($ in millions):

Allocation of Thor Equities Purchase Price	218 W. 57th Street			530 Fifth Avenue			685 Fifth Avenue
Investment in real estate, including intangible assets and liabilities	$	104.0		$	334.0		$	652.6
Fair value of debt (1)	(53.0		)	(221.0		)	(340.0		)
Net working capital (2)	0.1			14.3			1.7
Net assets acquired	$	51.1		$	127.3		$	314.3

(1)    530 Fifth Avenue includes $31.0 million of an intercompany loan between 530 Fifth Avenue and GGP.  218 W. 57th Street includes $53.0 million of an intercompany loan between 218 W. 57th Street and GGP.  Both loans eliminate in consolidation.

(2)    530 Fifth Avenue includes a $9.4 million escrow.

The table below summarizes the gain from changes in control calculation ($ in millions):

Gain from changes in control for 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue
Net implied fair value of previous investment and consideration	$	250.0
Less: proportionate share of previous investments	198.1
Gain from changes in control of investment properties and other, net	$	51.9

The table below summarizes the gain from changes in control calculation ($ in millions):

Gain from a Change of Control in GSPH
Consideration paid to acquire our joint venture partner's interest	$	190.1
Less: proportionate share of previous investment	147.2
Gain from changes in control of investment properties and other, net	$	42.9

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FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

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.

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Provisions for Impairment
	($ in thousands)
Nine Months Ended September 30, 2017
Investments in real estate (1)	$	1,090,600	$	—	$	—	$	1,090,600	$	—

Unobservable Quantitative Input	Range
Discount Rates	6.0% to 7.0%
Terminal capitalization rates	4.0% to 5.5%

Fair Value of Debt

Management's estimates of fair value are presented below for our debt as of September 30, 2017 and December 31, 2016.

	September 30, 2017				December 31, 2016
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (2)		Estimated Fair Value
Fixed-rate debt	$	10,451,125	$	10,519,680	$	10,441,166	$	10,832,272
Variable-rate debt	3,042,747		2,955,915		1,989,252		1,990,458
	$	13,493,872	$	13,475,595	$	12,430,418	$	12,822,730

(1)  Includes net market rate adjustments of $24.6 million and deferred financing costs of $33.2 million, net.

(2) Includes net market rate adjustments of $27.8 million and deferred financing costs of $40.1 million, net.

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)

9 Months Ended

Sep. 30, 2017

UNCONSOLIDATED REAL ESTATE AFFILIATES

Schedule of summarized financial information for Unconsolidated Real Estate Affiliates

Following is summarized financial information for all of our real estate related Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates, inclusive of investments accounted for using the cost method (Note 2).

	September 30, 2017			December 31, 2016
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1)
Assets:
Land	$	2,872,752		$	2,664,736
Buildings and equipment	13,877,355			13,555,059
Less accumulated depreciation	(3,689,038		)	(3,538,776		)
Construction in progress	527,024			284,198
Net property and equipment	13,588,093			12,965,217
Investment in unconsolidated joint ventures	581,941			503,305
Net investment in real estate	14,170,034			13,468,522
Cash and cash equivalents	507,363			455,862
Accounts receivable, net	562,623			655,655
Notes receivable	11,969			8,912
Deferred expenses, net	341,098			321,095
Prepaid expenses and other assets	230,328			327,645
Total assets	$	15,823,415		$	15,237,691
Liabilities and Owners' Equity:	\
Mortgages, notes and loans payable	$	10,474,639		$	10,476,935
Accounts payable, accrued expenses and other liabilities	888,738			595,570
Cumulative effect of foreign currency translation ("CFCT")	(45,605		)	(50,851		)
Owners' equity, excluding CFCT	4,505,643			4,216,037
Total liabilities and owners' equity	$	15,823,415		$	15,237,691
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	$	4,460,038		$	4,165,186
Less: joint venture partners' equity	(2,565,400		)	(2,095,166		)
Plus: excess investment/basis differences	1,604,437			1,590,821
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	3,499,075			3,660,841
Investment in Unconsolidated Real Estate Affiliates, net (cost method)	—			180,000
Elimination of consolidated real estate investment interest through joint venture	(54,971		)	(27,500		)
Retail investment, net	8,097			16,146
Investment in Unconsolidated Real Estate Affiliates, net	$	3,452,201		$	3,829,487
Reconciliation - Investment in Unconsolidated Real Estate Affiliates:
Asset - Investment in Unconsolidated Real Estate Affiliates	$	3,479,811		$	3,868,993
Liability - Investment in Unconsolidated Real Estate Affiliates	(27,610		)	(39,506		)
Investment in Unconsolidated Real Estate Affiliates, net	$	3,452,201		$	3,829,487

(1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Miami Design District as of September 30, 2017. Refer to the discussion below regarding Miami Design District.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1)
Revenues:
Minimum rents	$	295,294		$	278,396		$	880,767		$	800,167
Tenant recoveries	124,927			121,810			366,869			349,983
Overage rents	7,110			7,627			17,302			19,430
Condominium sales	97,573			91,788			277,962			445,434
Other	12,894			12,106			38,736			36,060
Total revenues	537,798			511,727			1,581,636			1,651,074
Expenses:
Real estate taxes	39,731			33,656			107,195			90,008
Property maintenance costs	9,437			9,767			30,501			30,116
Marketing	4,771			3,601			13,249			15,794
Other property operating costs	60,147			56,445			170,076			158,413
Condominium cost of sales	71,336			66,924			202,860			324,772
Provision for doubtful accounts	473			2,042			4,495			11,457
Property management and other costs (2)	23,102			17,477			61,472			50,946
General and administrative	292			482			1,355			1,777
Depreciation and amortization	128,800			126,408			378,531			347,267
Total expenses	338,089			316,802			969,734			1,030,550
Operating income	199,709			194,925			611,902			620,524
Interest income	2,987			2,692			8,530			6,792
Interest expense	(123,014		)	(109,863		)	(348,195		)	(313,777		)
Provision for income taxes	(364		)	(215		)	(911		)	(589		)
Equity in loss of unconsolidated joint ventures	(4,715		)	(3,616		)	(15,426		)	(37,869		)
Income from continuing operations	74,603			83,923			255,900			275,081
Allocation to noncontrolling interests	(25		)	(22		)	(69		)	(96		)
Net income attributable to the ventures	$	74,578		$	83,901		$	255,831		$	274,985
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	74,578		$	83,901		$	255,831		$	274,985
Joint venture partners' share of income	(30,050		)	(43,014		)	(116,372		)	(125,447		)
Elimination of (gain) loss from consolidated real estate investment with interest owned through joint venture	(77		)	—			1,363			—
Gain (loss) on retail investment	5,933			—			(4,853		)	—
Amortization of capital or basis differences	(14,447		)	(5,236		)	(36,085		)	(21,779		)
Equity in income of Unconsolidated Real Estate Affiliates	$	35,937		$	35,651		$	99,884		$	127,759

(1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Fashion Show subsequent to the formation of the joint venture on July 29, 2016 and Miami Design District subsequent to June 1, 2017.

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

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MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Summary of mortgages, notes and loans payable and weighted average interest rates

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

	September 30, 2017 (1)		Weighted-Average Interest Rate (2)		December 31, 2016 (3)			Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	10,451,125	4.41	%	$	10,441,166		4.44	%
Total fixed-rate debt	10,451,125		4.41	%	10,441,166			4.44	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	2,524,744		3.23	%	1,997,978			2.45	%
Revolving credit facility (5)	518,003		2.56	%	(8,726		)	—
Total variable-rate debt	3,042,747		3.12	%	1,989,252			2.45	%
Total Mortgages, notes and loans payable	$	13,493,872	4.12	%	$	12,430,418		4.12	%
Junior subordinated notes	$	206,200	2.76	%	$	206,200		2.34	%

(1)  Includes $24.6 million of market rate adjustments and $33.2 million of deferred financing costs, net.

(2)  Represents the weighted-average interest rates on our contractual principal balances.

(3)  Includes $27.8 million of market rate adjustments and $40.1 million of deferred financing costs, net.

(4)  $1.4 billion of the variable-rate balance is cross-collateralized.

(5) Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.

Schedule of terms of unsecured debt obligations

We have certain unsecured debt obligations, the terms of which are described below:

	September 30, 2017 (1)		Weighted-Average Interest Rate		December 31, 2016 (2)		Weighted-Average Interest Rate
Unsecured debt:
Revolving credit facility	$	525,000	2.56	%	$	—	—
Total unsecured debt	$	525,000	2.56	%	$	—	—

(1) Excludes deferred financing costs of $7.0 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

(2) Excludes deferred financing costs of $8.7 million in 2016 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

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WARRANTS (Tables)

9 Months Ended

Sep. 30, 2017

WARRANTS

Schedule of Warrants initially received

Below is a summary of Warrants that were originally issued and are still outstanding as of September 30, 2017.

Initial Warrant Holder	Number of Warrants	Initial Exercise Price
Brookfield - A	57,500,000	$	10.75
Brookfield - B	16,430,000	10.50
	73,930,000

Schedule of change in shares issuable upon exercise of outstanding Warrants

During 2016 and 2017, the number of shares issuable upon exercise of the outstanding Warrants changed as follows:

		Exercise Price
Record Date	Issuable Shares	Brookfield - A		Brookfield - B
April 15, 2016	90,288,964	$	8.80	$	8.60
July 15, 2016	90,865,607	8.75		8.54
October 14, 2016	91,553,142	8.68		8.48
December 15, 2016	92,344,178	8.61		8.41
December 27, 2016	93,268,285	8.52		8.32
April 13, 2017	94,170,214	8.44		8.24
July 13, 2017	95,057,357	8.36		8.17

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Schedule of activity included in allocation to noncontrolling interests

The following table reflects the activity included in the allocation to noncontrolling interests.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Distributions to preferred GGPOP units	$	(874	)	$	(2,237	)	$	(3,889	)	$	(6,640	)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units)	(1,846		)	(3,879		)	(3,097		)	(5,608		)
Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units)	(515		)	(1,172		)	(1,068		)	(2,325		)
Net income allocated to noncontrolling interest in consolidated real estate affiliates	(257		)	(282		)	(1,103		)	(510		)
Allocation to noncontrolling interests	(3,492		)	(7,570		)	(9,157		)	(15,083		)
Other comprehensive (income) loss allocated to noncontrolling interests	(182		)	7			133			4
Comprehensive income allocated to noncontrolling interests	$	(3,674	)	$	(7,563	)	$	(9,024	)	$	(15,079	)

Schedule of redeemable noncontrolling interests

The Common Units are convertible into common stock at approximately a one-to-one ratio at the current stock price.

	Number of Common Units for each Preferred Unit	Number of Contractual Preferred Units Outstanding as of September 30, 2017	Converted Basis to Common Units Outstanding as of September 30, 2017	Conversion Price		Redemption Value (1)
Series B	3.00000	10	—	$	16.66670	$	486
Series D	1.50821	533	835	33.15188		26,637
Series E	1.29836	503	679	38.51000		25,133
						$	52,256

(1) As of July 10, 2017, the Series B preferred unit conversion option expired and now has a fixed cash liquidation value of $50 per unit.

Schedule of activity of redeemable noncontrolling interests

The following table reflects the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2017, and 2016.

Balance at January 1, 2016	$	287,627
Net income	5,608
Distributions	(3,078		)
Redemption of GGPOP units	(1,687		)
Other comprehensive loss	(4		)
Fair value adjustment for noncontrolling interests in Operating Partnership	2,377
Balance at September 30, 2016	$	290,843
Balance at January 1, 2017	$	262,727
Net income	3,097
Distributions	(4,731		)
Redemption of GGPOP units	(651		)
Other comprehensive loss	(133		)
Fair value adjustment for noncontrolling interests in Operating Partnership	(34,123		)
Balance at September 30, 2017	$	226,186

Summary of dividends declared

Our Board of Directors declared common stock dividends during 2017 and 2016 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2017
October 31	December 15, 2017	January 5, 2018	$	0.22
August 2	October 13, 2017	October 31, 2017	0.22
May 1	July 13, 2017	July 28, 2017	0.22
January 30	April 13, 2017	April 28, 2017	0.22
2016
December 13	December 27, 2016	January 27, 2017	$	0.26
October 31	December 15, 2016	January 6, 2017	0.22
August 1	October 14, 2016	October 31, 2016	0.20
May 2	July 15, 2016	July 29, 2016	0.19
February 1	April 15, 2016	April 29, 2016	0.19

Schedule of Preferred Dividends Payable

Our Board of Directors declared preferred stock dividends during 2017 and 2016 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2017
October 31	December 15, 2017	January 2, 2018	$	0.3984
August 2	September 15, 2017	October 2, 2017	0.3984
May 1	June 15, 2017	July 3, 2017	0.3984
January 30	March 15, 2017	April 3, 2017	0.3984
2016
October 31	December 15, 2016	January 3, 2017	$	0.3984
August 1	September 15, 2016	October 3, 2016	0.3984
May 2	June 15, 2016	July 1, 2016	0.3984
February 1	March 15, 2016	April 1, 2016	0.3984

Schedule of accumulated other comprehensive loss

The following table reflects the activity of the components of accumulated other comprehensive loss for the three months ended September 30, 2017, and 2016:

	Foreign currency translation			Net unrealized gains (losses) on other financial instruments			Reclassification adjustment for realized gains on available-for-sale securities included in net income		Total
Balance at July 1, 2016	$	(69,251	)	$	120		$	—	$	(69,131	)
Other comprehensive income (loss)	(987		)	(16		)	—		(1,003		)
Balance at September 30, 2016	$	(70,238	)	$	104		$	—	$	(70,134	)
Balance at July 1, 2017	$	(71,708	)	$	115		$	—	$	(71,593	)
Other comprehensive income (loss)	3,884			9			—		3,893
Balance at September 30, 2017	$	(67,824	)	$	124		$	—	$	(67,700	)

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Summary of information related to EPS calculations

Information related to our EPS calculations is summarized as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Numerators - Basic and Diluted:
Net income	226,272			681,748			464,960			1,066,987
Preferred Stock dividends	(3,984		)	(3,984		)	(11,952		)	(11,951		)
Allocation to noncontrolling interests	(3,492		)	(7,570		)	(9,157		)	(15,083		)
Net income attributable to common stockholders	$	218,796		$	670,194		$	443,851		$	1,039,953
Denominators:
Weighted-average number of common shares outstanding - basic	878,663			885,092			881,786			883,720
Effect of dilutive securities	61,521			70,764			63,207			69,090
Weighted-average number of common shares outstanding - diluted	940,184			955,856			944,993			952,810
Anti-dilutive Securities:
Effect of Preferred Units	1,514			5,409			1,514			5,409
Effect of Common Units	8,374			4,768			5,991			4,768
Effect of LTIP Units	1,805			1,775			1,852			1,764
Weighted-average number of anti-dilutive securities	11,693			11,952			9,357			11,941

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STOCK-BASED COMPENSATION PLANS (Tables)

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of compensation expense related to stock-based compensation plans

Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2017, and 2016 is summarized in the following table in thousands:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Stock options - Property management and other costs	$	811	$	1,479	$	2,766	$	4,632
Stock options - General and administrative	1,814		2,806		6,449		8,297
Restricted stock - Property management and other costs	1,366		772		4,424		2,080
Restricted stock - General and administrative	540		162		2,368		473
LTIP Units - Property management and other costs	397		379		1,189		967
LTIP Units - General and administrative	3,389		3,879		14,330		10,925
Total	$	8,317	$	9,477	$	31,526	$	27,374

Summary of stock option activity

The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan for GGP for the nine months ended September 30, 2017, and 2016:

	2017				2016
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price (1)
Stock options Outstanding at January 1,	15,277,189		$	17.90	18,162,700		$	17.34
Granted	—		—		91,261		25.81
Exercised	(443,221	)	18.05		(2,699,998	)	14.20
Forfeited	(148,040	)	22.31		(224,247	)	19.80
Expired	(4,107	)	28.86		(15,608	)	17.73
Stock options Outstanding at September 30,	14,681,821		$	17.85	15,314,108		$	17.91

(1) Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016.

Summary of LTIP Unit and Restricted stock activity

	2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value (1)
LTIP Units Outstanding at January 1,	4,345,912		$	27.27	1,724,747		$	29.32
Granted	553,526		25.38		2,640,963		25.89
Exercised	(92,880	)	29.15		—		—
Forfeited	(58,894	)	26.77		(38,862	)	28.98
Expired	—		—		—		—
LTIP Units Outstanding at September 30,	4,747,664		$	27.02	4,326,848		$	27.23

(1) Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016.

	2017				2016
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Restricted stock Outstanding at January 1,	476,686		$	27.11	206,219		$	29.16
Granted	808,448		25.30		346,873		26.18
Vested	(170,137	)	26.78		(66,578	)	28.61
Canceled	(100,357	)	26.02		(7,322	)	27.62
Restricted stock Outstanding at September 30,	1,014,640		25.83		479,192		27.10

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ACCOUNTS RECEIVABLE, NET (Tables)

9 Months Ended

Sep. 30, 2017

Receivables [Abstract]

Summary of significant components of accounts receivable, net

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2017			December 31, 2016
Trade receivables	$	102,908		$	107,107
Short-term tenant receivables	2,957			1,414
Straight-line rent receivable	235,216			227,859
Other accounts receivable	3,687			3,699
Total accounts receivable	344,768			340,079
Provision for doubtful accounts	(20,189		)	(17,883		)
Total accounts receivable, net	$	324,579		$	322,196

The following table summarizes the significant components of notes receivable.

	September 30, 2017		December 31, 2016
Notes receivable	$	404,650	$	665,289
Accrued interest	10,849		13,207
Total notes receivable	415,499		678,496

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NOTES RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2017

Receivables [Abstract]

Summary of significant components of notes receivable

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2017			December 31, 2016
Trade receivables	$	102,908		$	107,107
Short-term tenant receivables	2,957			1,414
Straight-line rent receivable	235,216			227,859
Other accounts receivable	3,687			3,699
Total accounts receivable	344,768			340,079
Provision for doubtful accounts	(20,189		)	(17,883		)
Total accounts receivable, net	$	324,579		$	322,196

The following table summarizes the significant components of notes receivable.

	September 30, 2017		December 31, 2016
Notes receivable	$	404,650	$	665,289
Accrued interest	10,849		13,207
Total notes receivable	415,499		678,496

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PREPAID EXPENSES AND OTHER ASSETS (Tables)

9 Months Ended

Sep. 30, 2017

Prepaid Expense and Other Assets [Abstract]

Summary of significant components of Prepaid expenses and other assets

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

	September 30, 2017								December 31, 2016
	Gross Asset		Accumulated Amortization			Balance			Gross Asset		Accumulated Amortization			Balance
Intangible assets:
Above-market tenant leases, net	$	427,605	$	(317,067	)	$	110,538		$	512,802	$	(368,900	)	$	143,902
Below-market ground leases, net	118,994		(14,349		)	104,645			118,994		(12,788		)	106,206
Real estate tax stabilization agreement, net	111,506		(43,503		)	68,003			111,506		(38,769		)	72,737
Total intangible assets	$	658,105	$	(374,919	)	$	283,186		$	743,302	$	(420,457	)	$	322,845
Remaining prepaid expenses and other assets:
Security and escrow deposits						72,953								59,054
Prepaid expenses						52,564								46,709
Other non-tenant receivables						29,999								34,677
Deferred tax, net of valuation allowances						(1,300		)						6,943
Other						57,838								36,293
Total remaining prepaid expenses and other assets						212,054								183,676
Total prepaid expenses and other assets						$	495,240							$	506,521

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2017

Payables and Accruals [Abstract]

Summary of significant components of Accounts payable and accrued expenses

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

	September 30, 2017							December 31, 2016
	Gross  Liability		Accumulated Accretion			Balance		Gross  Liability		Accumulated Accretion			Balance
Intangible liabilities:
Below-market tenant leases, net	251,789		(161,455		)	$	90,334	267,048		(172,210		)	$	94,838
Above-market headquarters office leases, net	4,342		(2,412		)	1,930		15,268		(10,346		)	4,922
Above-market ground leases, net	9,127		(2,533		)	6,594		9,127		(2,258		)	6,869
Total intangible liabilities	$	265,258	$	(166,400	)	$	98,858	$	291,443	$	(184,814	)	$	106,629
Remaining Accounts payable and accrued expenses:
Accrued interest						44,522							47,821
Accounts payable and accrued expenses						94,400							87,485
Accrued real estate taxes						107,981							87,313
Deferred gains/income						95,768							91,720
Accrued payroll and other employee liabilities						43,909							57,721
Construction payable						127,672							115,077
Tenant and other deposits						35,297							15,061
Insurance reserve liability						15,166							14,184
Capital lease obligations						5,386							5,386
Conditional asset retirement obligation liability						6,316							5,327
Other						103,338							21,638
Total remaining Accounts payable and accrued expenses						679,755							548,733
Total Accounts payable and accrued expenses						$	778,613						$	655,362

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Summary of contractual rental expense

The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	2,177	$	2,131	$	6,562	$	6,376
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	1,605		1,551		4,846		4,637

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ORGANIZATION (Details)	9 Months Ended
	Sep. 30, 2017 property
Real estate properties
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%
United States | Regional Malls
Real estate properties
Number of real estate properties in portfolio	126
GGPLP
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)	1.50%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications and Properties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Summary of significant accounting policies
Gain (Loss) on Sale of Securities, Net			$ 13,100
Provision for impairment	$ 0	$ 28,276	$ 0	$ 73,039
Minimum
Summary of significant accounting policies
Difference between carrying amount and underlying equity of Unconsolidated Real Estate Affiliates, amortization period			5 years
Minimum | Properties
Summary of significant accounting policies
Estimated useful lives			10 years
Minimum | Buildings and improvements
Summary of significant accounting policies
Estimated useful lives			10 years
Minimum | Equipment and fixtures
Summary of significant accounting policies
Estimated useful lives			3 years
Maximum
Summary of significant accounting policies
Difference between carrying amount and underlying equity of Unconsolidated Real Estate Affiliates, amortization period			45 years
Maximum | Properties
Summary of significant accounting policies
Estimated useful lives			45 years
Maximum | Buildings and improvements
Summary of significant accounting policies
Estimated useful lives			45 years
Maximum | Equipment and fixtures
Summary of significant accounting policies
Estimated useful lives			20 years
Revolving credit facility
Summary of significant accounting policies
Debt Instrument, Convertible, Beneficial Conversion Feature			$ 1,500,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Acquisitions of Operating Properties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Acquisitions of operating properties
Gross Asset	$ 658,105		$ 658,105		$ 743,302
Accumulated Amortization	(374,919)		(374,919)		(420,457)
Balance	283,186		283,186		322,845
Amortization/accretion effect on continuing operations	(15,100)	$ (23,014)	(56,417)	$ (72,118)
Future amortization/accretion of intangibles
2017 Remaining	14,325		14,325
2017	45,801		45,801
2018	29,249		29,249
2019	20,458		20,458
2020	15,061		15,061
Tenant leases, In-place value
Acquisitions of operating properties
Gross Asset	268,207		268,207		306,094
Accumulated Amortization	(178,885)		(178,885)		(214,111)
Balance	$ 89,322		$ 89,322		$ 91,983

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Management Fees and Other Corporate Revenues, and Impairment (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($) property	Dec. 31, 2016 USD ($)
Summary of significant accounting policies
Provision for impairment	$ 0	$ 28,276,000	$ 0	$ 73,039,000
Number of Impaired Non Income Producing Assets | property				2
Variable-rate debt	$ 3,042,747,000		3,042,747,000		$ 1,989,252,000
Management Fees and Other Corporate Revenues
Percentage of revenue earned from joint venture reported as management fees	100.00%
Management fees from affiliates (1)	$ 28,806,000	20,428,000	77,797,000	$ 60,015,000
Management fee expense	(10,675,000)	(8,250,000)	(27,684,000)	(23,964,000)
Net management fees from affiliates	18,131,000	12,178,000	50,113,000	36,051,000
Impairment of investments in Unconsolidated Real Estate Affiliates	0	$ 0	0	$ 0
Revolving credit facility
Summary of significant accounting policies
Variable-rate debt	$ 525,000,000		$ 525,000,000		$ 0

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ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY - Narrative (Details) $ in Thousands																			3 Months Ended			9 Months Ended
	Sep. 19, 2017 USD ($) joint_venture transaction	Jul. 12, 2017 USD ($)	Jul. 11, 2017 USD ($)	Jun. 09, 2017 USD ($)	May 25, 2017 USD ($)	May 12, 2017 USD ($)	Oct. 04, 2016 USD ($)	Aug. 01, 2016 USD ($)	Jul. 29, 2016 USD ($)	Jul. 21, 2016 USD ($)	Jun. 30, 2016 USD ($)	Jun. 28, 2016 USD ($)	Feb. 02, 2016 USD ($)	Jan. 29, 2016 USD ($)	Jan. 15, 2016 USD ($)	Jan. 08, 2016 USD ($)	Apr. 10, 2015 USD ($)	Feb. 27, 2015 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)
Business Acquisition [Line Items]
Gross property valuation at purchase date																			$ 18,032,302	$ 16,671,931		$ 18,032,302
Notes receivable balance																				80,000
Ownership in investment properties by joint venture, percentage							1.00%		50.00%													22.30%
Gain on extinguishment of debt																			0		$ 0	$ 55,112	$ 0
Less: proportionate share of previous investments									$ (191,600)
Gross sales price								$ 61,500	1,250,000	$ 69,500
Gain from changes in control of investment properties and other, net								800	622,300										95,165		620,309	79,325	733,416
Proceeds from Sale of Property, Plant, and Equipment								$ 6,400		8,400
Proceeds from Divestiture of Interest in Consolidated Subsidiaries							$ 16,600		$ 813,900	$ 1,400
Accounts and Notes Receivable Gross																			344,768	340,079		344,768
Unconsolidated Real Estate Affiliates - gain on investment, net																			0		$ 259	0	$ 40,765
GS Portfolio Holdings II [Member]
Business Acquisition [Line Items]
Number of properties acquired		4
Thor Equities [Member]
Business Acquisition [Line Items]
Less: proportionate share of previous investments	$ (198,100)
Net implied fair value of previous investment and consideration	250,000
Losses from changes in control of investment properties	$ 51,900
218 West 57th Street [Member]
Business Acquisition [Line Items]
Ownership interest acquired	49.90%
Gross property valuation at purchase date	$ 104,000
Seritage Growth Properties [Member]
Business Acquisition [Line Items]
Less: proportionate share of previous investments	(147,200)
Net implied fair value of previous investment and consideration	190,100
Losses from changes in control of investment properties	42,900
Real Estate Investment [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage									49.00%
Neshaminy [Domain]
Business Acquisition [Line Items]
Gross consideration				$ 65,000
Ownership in investment properties by joint venture, percentage				50.00%
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage				100.00%
Less: proportionate share of previous investments				$ 55,200
Net implied fair value of previous investment and consideration				34,200
Losses from changes in control of investment properties				$ 21,000
Red Cliffs Mall [Member]
Business Acquisition [Line Items]
Gain on extinguishment of debt																						$ 55,100
Gross sales price						$ 39,100
Gain from changes in control of investment properties and other, net						5,600													$ 5,600
Proceeds from Sale of Property, Plant, and Equipment						$ 36,300
Aeropostale [Member]
Business Acquisition [Line Items]
Number of joint ventures																					0		0
Ownership in investment properties by joint venture, percentage																					26.00%
Payments to Acquire Real Estate and Real Estate Joint Ventures																					$ 80,000
Payments to Acquire Interest in Joint Venture																					20,400
One Stockton [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage											49.80%
Gross sales price											$ 49,800
Gain from changes in control of investment properties and other, net																					22,700		$ 22,700
Proceeds from Sale of Property, Plant, and Equipment											33,500
Mortgage Loans on Real Estate, Carrying Amount of Mortgages											16,300
Accounts and Notes Receivable Gross											$ 8,000
Pioneer Place [Member]
Business Acquisition [Line Items]
Gross sales price												$ 121,800
Gain from changes in control of investment properties and other, net																					35,500		35,500
Proceeds from Sale of Property, Plant, and Equipment												$ 116,000
Spokane Valley Mall [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage													25.00%
Gain from changes in control of investment properties and other, net													$ 18,400
Payments to Acquire Interest in Joint Venture													$ 37,500
Provo Towne Centre [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage														75.00%
Gross sales price														$ 37,500
Gain from changes in control of investment properties and other, net																							6,700
Proceeds from Sale of Property, Plant, and Equipment														2,800
Mortgage Loans on Real Estate, Carrying Amount of Mortgages														$ 31,100
522 5th Avenue New York, New York [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage														10.00%
Gross sales price														$ 25,000
Gain from changes in control of investment properties and other, net																							11,000
Proceeds from Sale of Real Estate														10,000
Remaining net proceeds receivable					$ 9,000									$ 5,400
Eastridge Mall San Jose CA [Member]
Business Acquisition [Line Items]
Gross sales price															$ 225,000
Gain from changes in control of investment properties and other, net																							71,800
Proceeds from Sale of Property, Plant, and Equipment															$ 216,300
Owings Mills [Member]
Business Acquisition [Line Items]
Gross sales price																$ 11,600
Gain from changes in control of investment properties and other, net																							600
Proceeds from Sale of Property, Plant, and Equipment																$ 11,600
Ownership interest																50.00%
Ala Moana [Member]
Business Acquisition [Line Items]
Ownership interest acquired																			62.50%			62.50%
Gross consideration																	$ 335,000	$ 670,000
Remaining net proceeds receivable																	118,500			$ 237,000
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture																		25.00%
Net proceeds from sale																	$ 453,500	$ 907,000
Business Acquisition Percentage Of Voting Interests Acquired At Venture Level																	12.50%	25.00%
Gain (Loss) on Sale Attributable to Joint Venture Partner Proportionate Share																		$ 584,400
Gain on change of control of investment properties and other, percentage of completion																					200		12,700
Ala Moana Center [Member]
Business Acquisition [Line Items]
Business Acquisition Percentage Of Voting Interests Acquired At Venture Level																	12.50%
Gain (Loss) on Sale Attributable to Joint Venture Partner Proportionate Share																	$ 295,900
Unconsolidated Real Estate Affiliates - gain on investment, net																					$ 300		$ 6,500
Lakeside Mall [Member]
Business Acquisition [Line Items]
Debt Instrument, Decrease, Forgiveness																						$ 144,500
Ala Moana Joint Venture Partner [Member] | Ala Moana [Member]
Business Acquisition [Line Items]
Ownership interest acquired																			37.50%			37.50%
GS Portfolio Holdings [Member]
Business Acquisition [Line Items]
Notes receivable balance		$ 127,400
GS Portfolio Holdings [Member] | GS Portfolio Holdings [Member]
Business Acquisition [Line Items]
Number of properties acquired		5
Gross consideration		$ 57,500
Seritage Growth Properties [Member]
Business Acquisition [Line Items]
Payments to Acquire Notes Receivable		$ 127,400
Seritage Growth Properties [Member] | Seritage Growth Properties [Member]
Business Acquisition [Line Items]
Ownership interest acquired		50.00%
Gross property valuation at purchase date		$ 380,200
Number of properties acquired		8
Number of properties in joint ventures		12
Gross consideration		$ 126,400	$ 190,100
Ownership in investment properties by joint venture, percentage		50.00%
Special Rights Callable Amounts		$ 63,700
218 West 57th Street [Member] | Thor Equities [Member]
Business Acquisition [Line Items]
Proceeds from notes receivable	12,300
530 Fifth Avenue [Member]
Business Acquisition [Line Items]
Gross property valuation at purchase date	$ 334,000
Parent company ownership percentage	90.23%
530 Fifth Avenue [Member] | Thor Equities [Member]
Business Acquisition [Line Items]
Non-controlling interest ownership percentage	9.77%
Proceeds from notes receivable	$ 9,750
Common interest that was converted to preferred equity interest	$ 48,100
Preferred equity interest return, percent	7.00%
685 Fifth Avenue [Member]
Business Acquisition [Line Items]
Gross property valuation at purchase date	$ 652,600
Parent company ownership percentage	97.03%
685 Fifth Avenue [Member] | Thor Equities [Member]
Business Acquisition [Line Items]
Non-controlling interest ownership percentage	2.97%
Proceeds from notes receivable	$ 3,360
Common interest that was converted to preferred equity interest	$ 150,000
Preferred equity interest return, percent	7.00%
Affiliated Entity [Member] | Thor Equities [Member]
Business Acquisition [Line Items]
Number of transactions with affiliates | transaction	3
Number of joint ventures | joint_venture	3
Affiliated Entity [Member] | 530 Fifth Avenue [Member] | Thor Equities [Member]
Business Acquisition [Line Items]
Notes receivable balance																			$ 48,100			$ 48,100
Affiliated Entity [Member] | 685 Fifth Avenue [Member] | Thor Equities [Member]
Business Acquisition [Line Items]
Notes receivable balance																			$ 148,100			$ 148,100
218 West 57th Street [Member]
Business Acquisition [Line Items]
Parent company ownership percentage	99.90%
218 West 57th Street [Member] | Thor Equities [Member]
Business Acquisition [Line Items]
Non-controlling interest ownership percentage	0.10%

XML

FAIR VALUE (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in real estate	$ 1,090,600
Provisions for Impairment	0
Carrying Amount
Fixed-rate debt	10,451,125	$ 10,441,166
Variable-rate debt	3,042,747	1,989,252
Total long-term debt, carrying amount	13,493,872	12,430,418
Estimated Fair Value
Fixed-rate debt	10,519,680	10,832,272
Variable-rate debt	2,955,915	1,990,458
Total long-term debt, fair value	13,475,595	12,822,730
Market rate adjustments	24,600	27,800
Deferred Finance Costs, Net	$ 33,200	$ 40,100
Variable rate basis	LIBOR
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in real estate	$ 0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in real estate	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in real estate	$ 1,090,600
Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount Rates	6.00%
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Terminal Capitalization Rates	4.00%
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount Rates	7.00%
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Terminal Capitalization Rates	5.50%

XML

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY - Summary of Gain From Change In Control (Details) - USD ($) $ in Millions	Sep. 19, 2017	Jul. 29, 2016
Business Acquisition [Line Items]
Less: proportionate share of previous investments		$ (191.6)
Thor Equities [Member]
Business Acquisition [Line Items]
Net implied fair value of previous investment and consideration	$ 250.0
Less: proportionate share of previous investments	(198.1)
Gain from changes in control of investment properties and other, net	51.9
Seritage Growth Properties [Member]
Business Acquisition [Line Items]
Net implied fair value of previous investment and consideration	190.1
Less: proportionate share of previous investments	(147.2)
Gain from changes in control of investment properties and other, net	$ 42.9

XML

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY - Allocation of Thor Equities Purchase Price (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Sep. 19, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Escrow	$ 72,953		$ 59,054
530 Fifth Avenue [Member]
Business Acquisition [Line Items]
Investment in real estate, including intangible assets and liabilities		$ 334,000
Fair value of debt		(221,000)
Net working capital		14,300
Net assets acquired		127,300
Escrow		9,400
685 Fifth Avenue [Member]
Business Acquisition [Line Items]
Investment in real estate, including intangible assets and liabilities		652,600
Fair value of debt		(340,000)
Net working capital		1,700
Net assets acquired		314,300
218 West 57th Street [Member]
Business Acquisition [Line Items]
Investment in real estate, including intangible assets and liabilities		104,000
Fair value of debt		(53,000)
Net working capital		100
Net assets acquired		51,100
Consolidation, Eliminations [Member] | 530 Fifth Avenue [Member]
Business Acquisition [Line Items]
Intercompany loans		31,000
Consolidation, Eliminations [Member] | 218 West 57th Street [Member]
Business Acquisition [Line Items]
Intercompany loans		$ 53,000

XML

UNCONSOLIDATED REAL ESTATE AFFILIATES - Summarized Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Assets:
Land	$ 3,320,747		$ 3,320,747		$ 3,066,019
Buildings and equipment	17,345,596		17,345,596		16,091,582
Less accumulated depreciation	(3,056,259)		(3,056,259)		(2,737,286)
Construction in progress	422,218		422,218		251,616
Net property and equipment	18,032,302		18,032,302		16,671,931
Net investment in real estate	21,512,113		21,512,113		20,540,924
Cash and cash equivalents	311,107		311,107		474,757	$ 656,769	$ 356,895
Accounts receivable, net	324,579		324,579		322,196
Notes receivable	415,499		415,499		678,496
Deferred expenses, net	267,478		267,478		209,852
Prepaid expenses and other assets	495,240		495,240		506,521
Total assets	23,326,016		23,326,016		22,732,746
Liabilities and Owners' Equity:
Total liabilities, redeemable noncontrolling interests and equity	23,326,016		23,326,016		22,732,746
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	(8,389,330)	$ (8,884,404)	(8,389,330)	$ (8,884,404)	(8,700,729)		$ (8,308,294)
Elimination of consolidated real estate investment interest through joint venture	(54,971)		(54,971)		(27,500)
Retail investment, net	8,097		8,097		16,146
Investment in Unconsolidated Real Estate Affiliates	3,479,811		3,479,811		3,868,993
Liability - Investment in Unconsolidated Real Estate Affiliates	(27,610)		(27,610)		(39,506)
Revenues:
Minimum rents	363,857	347,676	1,062,075	1,082,220
Tenant recoveries	160,755	162,031	485,737	504,242
Overage rents	4,582	6,505	13,799	19,024
Other	20,357	17,853	61,079	57,539
Total revenues	578,357	554,493	1,700,487	1,736,112
Expenses:
Real estate taxes	61,516	58,239	178,053	173,651
Property maintenance costs	10,281	11,576	35,980	41,014
Marketing	1,744	2,244	5,185	7,036
Other property operating costs	75,848	73,479	214,742	215,474
Provision for doubtful accounts	2,152	574	8,769	5,685
Property management and other costs	35,195	37,760	115,334	106,787
General and administrative	12,037	13,237	42,582	41,313
Depreciation and amortization	161,278	182,350	505,875	499,269
Total expenses	360,051	401,076	1,106,520	1,192,678
Operating income	218,306	153,417	593,967	543,434
Interest and dividend income	15,948	14,114	51,336	43,507
Interest expense	(135,980)	(141,296)	(402,512)	(437,338)
Provision for income taxes	(6,993)	(49)	(15,347)	(728)
Allocation to noncontrolling interests	(3,492)	(7,570)	(9,157)	(15,083)
Net income attributable to common stockholders	218,796	670,194	443,851	1,039,953
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	218,796	670,194	443,851	1,039,953
Equity in income of Unconsolidated Real Estate Affiliates	35,937	35,651	99,884	127,759
Unconsolidated Properties [Member]
Assets:
Land	2,872,752		2,872,752		2,664,736
Buildings and equipment	13,877,355		13,877,355		13,555,059
Less accumulated depreciation	(3,689,038)		(3,689,038)		(3,538,776)
Construction in progress	527,024		527,024		284,198
Net property and equipment	13,588,093		13,588,093		12,965,217
Net investment in real estate	14,170,034		14,170,034		13,468,522
Cash and cash equivalents	507,363		507,363		455,862
Accounts receivable, net	562,623		562,623		655,655
Notes receivable	11,969		11,969		8,912
Deferred expenses, net	341,098		341,098		321,095
Prepaid expenses and other assets	230,328		230,328		327,645
Total assets	15,823,415		15,823,415		15,237,691
Liabilities and Owners' Equity:
Mortgages, notes and loans payable	10,474,639		10,474,639		10,476,935
Accounts payable, accrued expenses and other liabilities	888,738		888,738		595,570
Cumulative effect of foreign currency translation (CFCT)	(45,605)		(45,605)		(50,851)
Owners' equity, excluding CFCT	4,505,643		4,505,643		4,216,037
Total liabilities, redeemable noncontrolling interests and equity	15,823,415		15,823,415		15,237,691
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	4,460,038		4,460,038		4,165,186
Less: joint venture partners' equity	(2,565,400)		(2,565,400)		(2,095,166)
Plus: excess investment/basis differences	1,604,437		1,604,437		1,590,821
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	3,499,075		3,499,075		3,660,841
Investment in Unconsolidated Real Estate Affiliates	581,941		581,941		503,305
Cost-method Investments [Member]
Investment in Unconsolidated Real Estate Affiliates, Net:
Investment in Unconsolidated Real Estate Affiliates, net (cost method)	0		0		180,000
Joint Venture Partner [Member]
Investment in Unconsolidated Real Estate Affiliates, Net:
Investment in Unconsolidated Real Estate Affiliates	3,452,201		3,452,201		3,829,487
Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	295,294	278,396	880,767	800,167
Tenant recoveries	124,927	121,810	366,869	349,983
Overage rents	7,110	7,627	17,302	19,430
Condominium sales	97,573	91,788	277,962	445,434
Other	12,894	12,106	38,736	36,060
Total revenues	537,798	511,727	1,581,636	1,651,074
Expenses:
Real estate taxes	39,731	33,656	107,195	90,008
Property maintenance costs	9,437	9,767	30,501	30,116
Marketing	4,771	3,601	13,249	15,794
Other property operating costs	60,147	56,445	170,076	158,413
Condominium cost of sales	71,336	66,924	202,860	324,772
Provision for doubtful accounts	473	2,042	4,495	11,457
Property management and other costs	23,102	17,477	61,472	50,946
General and administrative	292	482	1,355	1,777
Depreciation and amortization	128,800	126,408	378,531	347,267
Total expenses	338,089	316,802	969,734	1,030,550
Operating income	199,709	194,925	611,902	620,524
Interest and dividend income	2,987	2,692	8,530	6,792
Interest expense	(123,014)	(109,863)	(348,195)	(313,777)
Provision for income taxes	(364)	(215)	(911)	(589)
Equity in loss of unconsolidated joint ventures	(4,715)	(3,616)	(15,426)	(37,869)
Income from continuing operations	74,603	83,923	255,900	275,081
Allocation to noncontrolling interests	(25)	(22)	(69)	(96)
Net income attributable to common stockholders	74,578	83,901	255,831	274,985
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	74,578	83,901	255,831	274,985
Joint venture partners' share of income	(30,050)	(43,014)	(116,372)	(125,447)
Elimination of (gain) loss from consolidated real estate investment with interest owned through joint venture	(77)		1,363	0	0
Gain (loss) on retail investment	5,933		(4,853)	0	$ 0
Amortization of capital or basis differences	(14,447)	(5,236)	(36,085)	(21,779)
Equity in income of Unconsolidated Real Estate Affiliates	$ 35,937	$ 35,651	$ 99,884	$ 127,759

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UNCONSOLIDATED REAL ESTATE AFFILIATES - Additional Information (Details) $ in Millions			9 Months Ended
	Oct. 04, 2016	Jul. 29, 2016	Sep. 30, 2017 USD ($) joint_venture property	Dec. 31, 2016 USD ($)	Nov. 11, 2015 USD ($)	Sep. 17, 2015 USD ($)
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Noncash or Part Noncash Acquisition, Interest Acquired			7.30%
Notes, Loans and Financing Receivable, Gross, Noncurrent				$ 80.0
Ownership in Investment Properties by Joint Venture Percentage	1.00%	50.00%	22.30%
Unconsolidated Properties [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Ownership interest			50.00%
Payments to Acquire Interest in Joint Venture			$ 43.0
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt			$ 5,100.0	5,400.0
Number of unconsolidated properties with retained debt | joint_venture			1
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates			$ 85.3	$ 86.5
United States | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | property			126
United States | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | property			22
United States | Unconsolidated Real Estate Affiliates | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | property			38
Brazil | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | joint_venture			1
AHC September 2015 Note [Member] | Ashkenazy [Domain]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Notes, Loans and Financing Receivable, Gross, Noncurrent						$ 40.4
AHC November 2015 Note [Member] | Ashkenazy [Domain]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Notes, Loans and Financing Receivable, Gross, Noncurrent					$ 57.6

XML

MORTGAGES, NOTES AND LOANS PAYABLE (Details)		9 Months Ended		12 Months Ended
	Apr. 25, 2016 USD ($) Asset extension_option	Sep. 30, 2017 USD ($) property Asset	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) property	Dec. 31, 2006 USD ($)
Mortgages, notes and loans payable
Deferred Finance Costs, Net		$ 33,200,000		$ 40,100,000
Percent Recourse Subsequent to Refinancing	50.00%
Extension Period	1 year
Fixed-rate debt		10,451,125,000		10,441,166,000
Variable-rate debt		3,042,747,000		1,989,252,000
Mortgages, notes and loans payable		$ 13,493,872,000		$ 12,430,418,000
Weighted-average fixed interest rate (as a percent)		4.41%		4.44%
Weighted-average variable interest rate (as a percent)		3.12%		2.45%
Long-term Debt, Weighted Average Interest Rate, at Point in Time		4.12%		4.12%
Mortgage loan, term to maturity	3 years
Debt Instrument Maturity Number of Extensions | extension_option	2
Market rate adjustments		$ 24,600,000		$ 27,800,000
Secured Debt Cross Collateralized with Other Properties	$ 1,400,000,000.0	$ 1,400,000,000.0
Number of Properties Subject to Collateralized Debt Obligations | Asset	15	15
Mortgage loan balance		$ 325,000,000
Mortgage Loans on Real Estate, Interest Rate		3.984%
Debt, Weighted Average Interest Rate		2.56%		0.00%
Fees and Commissions		$ 0	$ (5,403,000)	$ 5,400,000.0
Debt Instrument, Basis Spread on Variable Rate	1.75%
Percent Recourse Prior to Refinancing	100.00%
Variable rate basis		LIBOR
Outstanding letter of credit and surety bonds		$ 53,100,000		57,800,000
GGP Capital Trust I
Mortgages, notes and loans payable
Issuance of trust preferred securities					$ 200,000,000
Common securities issued to GGLP					$ 6,200,000
Variable rate basis		LIBOR
Trust Preferred Securities, basis spread on variable rate		1.45%
Revolving credit facility
Mortgages, notes and loans payable
Variable-rate debt		$ 525,000,000		$ 0
Weighted-average variable interest rate (as a percent)		2.56%		0.00%
Maximum borrowing capacity		$ 1,100,000,000
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 1,500,000,000
Revolving credit facility | Minimum
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate		1.30%
Debt Instrument, Interest Rate During Period		0.30%
Revolving credit facility | Maximum
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate		1.90%
Debt Instrument, Interest Rate During Period		0.90%
Revolver Net of Financing Costs [Member]
Mortgages, notes and loans payable
Variable-rate debt		$ 518,003,000		$ (8,726,000)
Secured Debt [Member]
Mortgages, notes and loans payable
Fixed-rate debt		10,451,125,000		10,441,166,000
Variable-rate debt		2,524,744,000		$ 1,997,978,000
Mortgages, notes and loans payable		$ 13,000,000,000
Weighted-average fixed interest rate (as a percent)		4.41%		4.44%
Weighted-average variable interest rate (as a percent)		3.23%		2.45%
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral		$ 17,900,000,000
Secured Debt Cross Collateralized with Other Properties		1,400,000,000
Amount of recourse fixed and variable rate debt		825,500,000
Revolving credit facility
Mortgages, notes and loans payable
Deferred Finance Costs, Net		$ 7,000,000		$ 8,700,000
Junior subordinated notes
Mortgages, notes and loans payable
Weighted-average variable interest rate (as a percent)		2.76%		2.34%
Mortgages, notes and loans payable		$ 206,200,000		$ 206,200,000
Loans Payable [Member]
Mortgages, notes and loans payable
Number of Properties Mortgage Notes Paid | property		1		2
Number of Properties Mortgage Notes Refinanced | property		1
Repayments of Debt		$ 73,400,000		$ 294,400,000
Debt, Weighted Average Interest Rate		5.60%		5.30%
Collateralized Mortgage Note One [Member] | Thor Equities [Member]
Mortgages, notes and loans payable
Mortgage loan balance		$ 340,000,000
Cross-collateralized | Secured Debt [Member]
Mortgages, notes and loans payable
Variable-rate debt		$ 1,400,000,000
Loans Payable before Refinancing [Member]
Mortgages, notes and loans payable
Mortgage loan, term to maturity		2 months 12 days		1 year 2 months 12 days
Collateralized Mortgage Note Two [Member] | Thor Equities [Member]
Mortgages, notes and loans payable
Mortgage loan balance		$ 190,000,000
London Interbank Offered Rate (LIBOR) [Member] | Collateralized Mortgage Note One [Member] | Thor Equities [Member]
Mortgages, notes and loans payable
Interest rate		0.0275
London Interbank Offered Rate (LIBOR) [Member] | Collateralized Mortgage Note Two [Member] | Thor Equities [Member]
Mortgages, notes and loans payable
Interest rate		0.0325

XML

INCOME TAXES (Details)	3 Months Ended
	Sep. 30, 2017 USD ($)
Income Tax Disclosure [Abstract]
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
Unrecognized tax benefits	$ 0

XML

WARRANTS (Details) - $ / shares		9 Months Ended
	Oct. 06, 2017	Sep. 30, 2017	Jul. 13, 2017	Apr. 13, 2017	Dec. 27, 2016	Dec. 15, 2016	Oct. 14, 2016	Jul. 15, 2016	Apr. 15, 2016	Nov. 09, 2010
WARRANT LIABILITY
Issuable Shares							91,553,142			73,930,000
Exercise price (in dollars per share)										$ 10.70
Term of Warrants, in number of years from the effective date		7 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			95,057,357	94,170,214	93,268,285	92,344,178		90,865,607	90,288,964
Brookfield - A
WARRANT LIABILITY
Number of Warrants										57,500,000
Exercise price (in dollars per share)										$ 10.75
Pershing Square
WARRANT LIABILITY
Number of Warrants										16,430,000
Exercise price (in dollars per share)										$ 10.50
Fairholme, Pershing Square and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)			$ 8.17	$ 8.24	$ 8.32	$ 8.41	$ 8.48	$ 8.54	$ 8.60
Brookfield and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)			$ 8.36	$ 8.44	$ 8.52	$ 8.61	$ 8.68	$ 8.75	$ 8.80
Subsequent Event [Member] | Brookfield - A
WARRANT LIABILITY
Exercise price (in dollars per share)	$ 0.01
Number of warrants exercised	68,820,268

XML

WARRANTS (Details 2) - shares	Oct. 14, 2016	Nov. 09, 2010
WARRANT LIABILITY
Issuable Shares	91,553,142	73,930,000
The Brookfield Investor
WARRANT LIABILITY
Number of Warrants		57,500,000

XML

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) $ / shares in Units, $ in Thousands											3 Months Ended		9 Months Ended
	Oct. 31, 2017 $ / shares	Aug. 02, 2017 $ / shares	May 01, 2017 $ / shares	Jan. 30, 2017 $ / shares	Dec. 13, 2016 $ / shares	Oct. 31, 2016 $ / shares	Aug. 01, 2016 $ / shares	May 02, 2016 $ / shares	Feb. 01, 2016 $ / shares	Feb. 13, 2013 USD ($) $ / shares shares	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) $ / shares	Sep. 30, 2017 USD ($) Tranche $ / shares shares	Sep. 30, 2016 USD ($) $ / shares shares	Dec. 31, 2016 USD ($)
Equity and redeemable noncontrolling interest
Number of Tranches of Preferred Redeemable Noncontrolling Interests Recorded Fair Value | Tranche													1
Common redeemable noncontrolling interests											$ 173,930		$ 173,930		$ 118,667
Preferred redeemable noncontrolling interests											$ 52,256		52,256		$ 144,060
Conversion ratio for convertible common units to common stock											1
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance													8,700,729	$ 8,308,294
Other comprehensive income (loss)											$ 3,893	$ (1,003)	2,756	2,670
Ending balance											8,389,330	8,884,404	8,389,330	8,884,404
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units											(874)	(2,237)	(3,889)	(6,640)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)											(1,846)	(3,879)	(3,097)	(5,608)
Net Income (Loss) Distributed to General Operating Partnership LTIP Units											(515)	(1,172)	(1,068)	(2,325)
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates											(257)	(282)	(1,103)	(510)
Allocation to noncontrolling interests											(3,492)	(7,570)	(9,157)	(15,083)
Other comprehensive loss allocation to noncontrolling interests											(182)	7	133	4
Comprehensive (income) loss allocated to noncontrolling interests											(3,674)	(7,563)	(9,024)	(15,079)
Unit Conversions Disclosures
Redemption Value											52,256		52,256
Activity of redeemable noncontrolling interests
Balance at the beginning of the period													262,727	287,627
Net income (loss)													3,097	5,608
Distributions													(4,731)	(3,078)
Redemption of GGPOP units													(651)	(1,687)
Other comprehensive income (loss)													(133)	(4)
Fair value adjustment for noncontrolling interests in Operating Partnership													(34,123)	2,377
Balance at the end of the period											$ 226,186	$ 290,843	$ 226,186	$ 290,843
Common Stock Dividend
Dividends declared per share | $ / shares		$ 0.22	$ 0.22	$ 0.22	$ 0.26	$ 0.22	$ 0.20	$ 0.19	$ 0.19		$ 0.22	$ 0.20	$ 0.66	$ 0.58
Number of business days preceding the record date of dividend for enrolling in DRIP											4 days
Cash dividends reinvested (DRIP) in stock (in shares) | shares													34,625	20,759
Preferred Stock dividends declared (in dollars per share) | $ / shares		$ 0.3984	$ 0.3984	$ 0.3984		$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984
Series B
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares											3.00000		3.00000
Number of Contractual Convertible Preferred Units Outstanding | shares											10,000		10,000
Converted Basis to Common Units Outstanding | shares											0		0
Conversion Price (in dollars per share) | $ / shares											$ 16.66670
Redemption Value											$ 486		$ 486
Series D
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares											1.50821		1.50821
Number of Contractual Convertible Preferred Units Outstanding | shares											533,000		533,000
Converted Basis to Common Units Outstanding | shares											835,000		835,000
Conversion Price (in dollars per share) | $ / shares											$ 33.15188
Redemption Value											$ 26,637		$ 26,637
Series E
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares											1.29836		1.29836
Number of Contractual Convertible Preferred Units Outstanding | shares											503,000		503,000
Converted Basis to Common Units Outstanding | shares											679,000		679,000
Conversion Price (in dollars per share) | $ / shares											$ 38.51000
Redemption Value											$ 25,133		$ 25,133
6.375% series A cumulative redeemable perpetual preferred stock
Common Stock Dividend
Issue price (in dollars per share) | $ / shares										$ 25.00
Redemption price per share (in dollars per share) | $ / shares											$ 25.00		$ 25.00
Number of preferred shares redeemed through public offering | shares										10,000,000
Preferred shares dividend (as a percent)										6.375%
Net proceeds from preferred shares issued after issuance costs										$ 242,000
Conversion of preferred share per common share issued upon conversion | shares											2.4679		2.4679
Accumulated Other Comprehensive Income (Loss) [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance											$ (71,593)	$ (69,131)	$ (70,456)	$ (72,804)
Ending balance											(67,700)	(70,134)	(67,700)	(70,134)
Foreign currency translation [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance											(71,708)	(69,251)	(70,560)	(84,798)
Other comprehensive income (loss)											3,884	(987)	2,736	14,560
Ending balance											(67,824)	(70,238)	(67,824)	(70,238)
Net unrealized gains (losses) on other financial instruments [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance											115	120	104	100
Other comprehensive income (loss)											9	(16)	20	4
Ending balance											124	104	124	104
Reclassification adjustment for realized gains on available-for-sale securities included in net income [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance											0	0	0	11,894
Other comprehensive income (loss)											0	0	0	(11,894)
Ending balance											$ 0	$ 0	$ 0	$ 0
Subsequent Event [Member]
Common Stock Dividend
Dividends declared per share | $ / shares	$ 0.22
Preferred Stock dividends declared (in dollars per share) | $ / shares	$ 0.3984

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EARNINGS PER SHARE (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 06, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Numerators - Basic and Diluted:
Net income		$ 226,272	$ 681,748	$ 464,960	$ 1,066,987
Preferred Stock dividends		(3,984)	(3,984)	(11,952)	(11,951)
Allocation to noncontrolling interests		(3,492)	(7,570)	(9,157)	(15,083)
Net income attributable to common stockholders		$ 218,796	$ 670,194	$ 443,851	$ 1,039,953
Denominators:
Weighted-average number of common shares outstanding - basic		878,663,000	885,092,000	881,786,000	883,720,000
Effect of dilutive securities		61,521,000	70,764,000	63,207,000	69,090,000
Weighted-average number of common shares outstanding - diluted		940,184,000	955,856,000	944,993,000	952,810,000
Anti-dilutive Securities		11,693,000	11,952,000	9,357,000	11,941,000
Common stock in treasury, shares		56,267,195	55,969,390	56,267,195	55,969,390	56,596,651
Common Stock, Shares Owned		27,459,195		27,459,195
Preferred Units
Denominators:
Anti-dilutive Securities		1,514,000	5,409,000	1,514,000	5,409,000
Common Units
Denominators:
Anti-dilutive Securities		8,374,000	4,768,000	5,991,000	4,768,000
LTIP Common Units
Denominators:
Anti-dilutive Securities		1,805,000	1,775,000	1,852,000	1,764,000
Subsequent Event [Member] | The Brookfield Investor
Basic and diluted
Number of warrants exercised	68,820,268

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STOCK-BASED COMPENSATION PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Stock-Based Compensation Plans
Shares of common stock reserved for issuance as a percentage of outstanding shares on a fully diluted basis	4.00%	4.00%
Maximum number of shares that can be granted to participant	4,000,000
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets				$ 0
Restricted Stock
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	1,014,640	1,014,640		476,686	479,192	206,219
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 25.83	$ 25.83		$ 27.11	$ 27.10	$ 29.16
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		808,448	346,873
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 25.30	$ 26.18
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(170,137)	(66,578)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value		$ 26.78	$ 28.61
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period		(100,357)	(7,322)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 26.02	$ 27.62
Stock options | Maximum | Certain employees
Stock-Based Compensation Plans
Term of awards	10 years
Retained Earnings [Member]
Stock-Based Compensation Plans
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets				$ (3,000)

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STOCK-BASED COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Sep. 30, 2015	Dec. 31, 2014
Stock-Based Compensation Plans
Compensation expense	$ 8,317	$ 9,477	$ 31,526	$ 27,374
Exercised (in shares)			(443,221)	(2,699,998)
Stock options
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	14,681,821		14,681,821		15,277,189	15,314,108	18,162,700
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 17.85		$ 17.85		$ 17.90	$ 17.91	$ 17.34
Granted (in shares)			0	91,261
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 0.00	$ 25.81
Exercised (in shares)			(443,221)	(2,699,998)
Exercised (in dollars per share)			$ 18.05	$ 14.20
Forfeited (in shares)			(148,040)	(224,247)
Forfeited (in dollars per share)			$ 22.31	$ 19.80
Expired (in shares)			(4,107)	(15,608)
Expired (in dollars per share)			$ 28.86	$ 17.73
Stock options | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 811	1,479	$ 2,766	$ 4,632
Stock options | General and administrative
Stock-Based Compensation Plans
Compensation expense	1,814	2,806	6,449	8,297
Restricted Stock | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	1,366	772	4,424	2,080
Restricted Stock | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 540	162	$ 2,368	$ 473
LTIP Common Units
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,747,664		4,747,664		4,345,912	4,326,848	1,724,747
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 27.02		$ 27.02		$ 27.27	$ 27.23	$ 29.32
Granted (in shares)			553,526	2,640,963
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 25.38	$ 25.89
Exercised (in shares)			(92,880)	0
Exercised (in dollars per share)			$ 29.15	$ 0.00
Forfeited (in shares)			(58,894)	(38,862)
Forfeited (in dollars per share)			$ 26.77	$ 28.98
Expired (in shares)			0	0
Expired (in dollars per share)			$ 0.00	$ 0.00
LTIP Common Units | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 397	379	$ 1,189	$ 967
LTIP Common Units | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 3,389	$ 3,879	$ 14,330	$ 10,925

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STOCK-BASED COMPENSATION PLANS (Details 3) - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Shares
Exercised (in shares)	(443,221)	(2,699,998)
LTIP Common Units
Shares
Stock options Outstanding at the beginning of the period (in shares)	4,345,912
Granted (in shares)	553,526	2,640,963
Exercised (in shares)	(92,880)	0
Forfeited (in shares)	(58,894)	(38,862)
Expired (in shares)	0	0
Stock options Outstanding at the end of the period (in shares)	4,747,664
Weighted Average Exercise Price
Stock options Outstanding at the beginning of the period (in dollars per share)	$ 27.27
Granted (in dollars per share)	25.38	$ 25.89
Exercised (in dollars per share)	29.15	0.00
Forfeited (in dollars per share)	26.77	28.98
Expired (in dollars per share)	0.00	$ 0.00
Stock options Outstanding at the end of the period (in dollars per share)	$ 27.02

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ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Receivables [Abstract]
Trade receivables	$ 102,908	$ 107,107
Nontrade Receivables, Current	2,957	1,414
Straight-line rent receivable	235,216	227,859
Other accounts receivable	3,687	3,699
Total accounts receivable	344,768	340,079
Provision for doubtful accounts	(20,189)	(17,883)
Total accounts receivable, net	$ 324,579	$ 322,196

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NOTES RECEIVABLE (Details) - USD ($) $ in Thousands, shares in Millions								3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 12, 2017	Jul. 11, 2017	May 23, 2017	Jul. 29, 2016	Nov. 11, 2015	Sep. 17, 2015	Jun. 30, 2015	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Jul. 07, 2017	Jun. 01, 2017	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable								$ 404,650		$ 404,650		$ 665,289
Accrued interest								10,849		10,849		13,207
Total notes receivable								415,499		$ 415,499		678,496
Notes, Loans and Financing Receivable, Gross, Noncurrent												80,000
Noncash or Part Noncash Acquisition, Interest Acquired										7.30%
Investment Owned, Balance, Shares				18.3
Sale of Stock, Percentage of Ownership after Transaction				11.30%
Sale of Stock, Consideration Received on Transaction				$ 84,900
(Recovery of) provision for loan loss								$ 0	$ (6,659)	$ 0	$ 29,410
Provision for Other Losses												7,500
MKB [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent							$ 80,000								$ 17,100
Note Receivable Interest Rate Stated							6.00%
730 5th Avenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent												204,300	$ 100,000
730 5th Avenue Retail [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent												$ 104,300
Note Receivable Interest Rate Stated												8.00%
Notes, Loans and Financing Receivable, Gross, Current												$ 154,800
730 5th Avenue Office [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Note Receivable Interest Rate Stated												9.00%
Unconsolidated Properties [Member] | Rique Empreendimentos e Participacoes Ltda. [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Net				$ 78,900
Note Receivable Interest Rate Effective Percentage												14.00%
GS Portfolio Holdings [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent	$ 127,400
Note Receivable Interest Rate Stated	6.30%	6.60%
AHC November 2015 Note [Member] | Ashkenazy [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent					$ 57,600
Note Receivable Interest Rate Stated					8.00%
Accrued Liabilities														$ 2,600
AHC September 2015 Note [Member] | Ashkenazy [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent						$ 40,400
Note Receivable Interest Rate Stated						6.00%
Accrued Liabilities														$ 1,100
Bayside May 2017 Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent			$ 19,100
Note Receivable Interest Rate Stated			12.20%

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PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Intangible assets:
Gross Asset	$ 658,105	$ 743,302
Accumulated Amortization	(374,919)	(420,457)
Balance	283,186	322,845
Remaining prepaid expenses and other assets:
Security and escrow deposits	72,953	59,054
Prepaid expenses	52,564	46,709
Other non-tenant receivables	29,999	34,677
Deferred tax, net of valuation allowances	(1,300)	6,943
Other	57,838	36,293
Total remaining prepaid expenses and other assets	212,054	183,676
Total prepaid expenses and other assets	495,240	506,521
Above-market tenant leases, net
Intangible assets:
Gross Asset	427,605	512,802
Accumulated Amortization	(317,067)	(368,900)
Balance	110,538	143,902
Below-market ground leases, net
Intangible assets:
Gross Asset	118,994	118,994
Accumulated Amortization	(14,349)	(12,788)
Balance	104,645	106,206
Real estate tax stabilization agreement, net
Intangible assets:
Gross Asset	111,506	111,506
Accumulated Amortization	(43,503)	(38,769)
Balance	$ 68,003	$ 72,737

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Intangible liabilities:
Gross Liability	$ 265,258	$ 291,443
Accumulated Accretion	(166,400)	(184,814)
Balance	98,858	106,629
Remaining Accounts payable and accrued expenses:
Accrued interest	44,522	47,821
Accounts payable and accrued expenses	94,400	87,485
Accrued real estate taxes	107,981	87,313
Deferred gains/income	95,768	91,720
Accrued payroll and other employee liabilities	43,909	57,721
Construction payable	127,672	115,077
Tenant and other deposits	35,297	15,061
Insurance reserve liability	15,166	14,184
Capital lease obligations	5,386	5,386
Conditional asset retirement obligation liability	6,316	5,327
Other	103,338	21,638
Total remaining Accounts payable and accrued expenses	679,755	548,733
Total Accounts payable and accrued expenses	778,613	655,362
Below-market tenant leases, net
Intangible liabilities:
Gross Liability	251,789	267,048
Accumulated Accretion	(161,455)	(172,210)
Balance	90,334	94,838
Above-market headquarters office leases, net
Intangible liabilities:
Gross Liability	4,342	15,268
Accumulated Accretion	(2,412)	(10,346)
Balance	1,930	4,922
Above-market ground leases, net
Intangible liabilities:
Gross Liability	9,127	9,127
Accumulated Accretion	(2,533)	(2,258)
Balance	$ 6,594	$ 6,869

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Contractual rent expense, including participation rent	$ 2,177	$ 2,131	$ 6,562	$ 6,376
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	$ 1,605	$ 1,551	$ 4,846	$ 4,637

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SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands						9 Months Ended
	Oct. 25, 2017 shares	Oct. 13, 2017 USD ($)	Oct. 06, 2017 USD ($) $ / shares shares	Oct. 03, 2017 USD ($)	Apr. 25, 2016	Sep. 30, 2017 USD ($) shares	Dec. 31, 2016 USD ($) shares
Subsequent Event [Line Items]
Number of shares issued (in shares)						956,486,635	968,153,526
Value of shares issued | $						$ 9,291	$ 9,407
Mortgage loan balance | $						$ 325,000
Mortgage loan, term to maturity					3 years
Neshaminy Mall [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of properties acquired				2
Properties terminated				2
Gross consideration | $				$ 20,500
Neshaminy Mall [Member] | Subsequent Event [Member] | Neshaminy Mall [Member]
Subsequent Event [Line Items]
Ownership interest acquired				100.00%
The Brookfield Investor | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of warrants exercised			68,820,268
Number of shares issued (in shares)			55,296,573
Value of shares issued | $			$ 462,400
Shares issued as part of net share settlement agreement (in shares)			13,523,695
Issue price (in dollars per share) | $ / shares			$ 21.21
Abu Dhabi Investment Authority [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of warrants exercised	5,500,000
Number of shares exercised (in shares)	4,300,000
Thor Equities [Member] | Collateralized Mortgage Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Mortgage loan balance | $		$ 110,000
Mortgage loan, term to maturity		4 years 1 month
London Interbank Offered Rate (LIBOR) [Member] | Thor Equities [Member] | Collateralized Mortgage Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Interest rate		0.0325