Brookfield Property REIT Inc. - FORM 8-K - EX-99.2 - EXHIBIT 99.2

Attached files

file	filename
EX-99.1 - EXHIBIT 99.1 - Brookfield Property REIT Inc.	exhibit991ggp630168k.htm
8-K - 8-K - Brookfield Property REIT Inc.	form8k6302016.htm

SUPPLEMENTAL INFORMATION

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016



BASIS OF PRESENTATION

GENERAL INFORMATION

Unless the context indicates otherwise, references in the accompanying financial information (the "Supplemental") to the "Corporation" refer to General Growth Properties, Inc. and references to "GGP" or the "Company" refer to the Corporation, its direct and indirect subsidiaries, and consolidated and unconsolidated entities. Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States of America.

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION

The Company has presented information on its consolidated and unconsolidated properties ("Proportionate" or "at share") in certain schedules included within this Supplemental. This form of presentation offers insights into the financial performance and condition of the Company as a whole, given the significance of the Company's unconsolidated property operations that are owned through investments accounted for under the equity method.

The proportionate financial information is not, and is not intended to be, a presentation in accordance with GAAP. The proportionate financial information reflects our proportionate economic ownership of each asset in our property portfolio that we do not wholly own. The amounts shown in the columns labeled "Consolidated GAAP" reflect the amounts contained in the Company's consolidated financial statements as included in the Supplemental. The amounts in the column labeled "GGP Share of Unconsolidated Real Estate Affiliates" 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. A similar procedure was performed for the amounts in the column labeled "Noncontrolling Interests," which represents the share of consolidated assets attributable to noncontrolling interests.

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, this information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.

NON-GAAP MEASURES

For full discussion of the definitions, purpose and use of non-GAAP financial measures see “Non-GAAP Supplemental Financial Measures and Definitions” on pages ER5 to ER7.

This Supplemental makes reference to company same store net operating income (“Company Same Store NOI”), earnings before interest, taxes, depreciation and amortization ("EBITDA"), and funds from operations (“FFO”). Company Same Store NOI is defined as income from operations after operating expenses have been deducted, but prior to deducting financing, administrative and income tax expenses, excluding reductions in ownership as a result of sales or other transactions ("Sold Interests"), periodic effects of acquisitions of new properties and certain redevelopments. EBITDA is defined as NOI (Company Same Store plus Company Non-Same Store NOI) less certain property management and administrative expenses, net of management fees and other operational items. FFO is defined as net income (loss) attributable to common stockholders in accordance with GAAP, excluding impairment write-downs on depreciable real estate, gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, less preferred unit distributions and preferred stock dividends, plus real estate related depreciation and amortization including adjustments for unconsolidated entities. NOI, EBITDA and FFO are presented in the Supplemental on a Proportionate basis, which includes GGP’s share of consolidated and unconsolidated properties. As GGP conducts substantially all of its business through GGP Operating Partnership, LP, and through GGP Limited Partnership and GGP Nimbus, LP (collectively the “Operating Partnerships”, which are 99% owned by GGP) and since the limited common units of the Operating Partnerships are included in total diluted weighted average FFO per share amounts, all FFO amounts in this Supplemental reflect the FFO of the Operating Partnerships.

In order to present GGP's operations in a manner most relevant to its operations, Company NOI, Company EBITDA, and Company FFO have been presented to exclude certain revenue and expenses. Company Same Store NOI is presented to exclude the periodic effects of acquisitions of new properties, reductions in ownership as a result of sales or other transactions, and certain redevelopments and other properties. Company NOI, EBITDA, FFO and derivations thereof, are not alternatives to GAAP operating income (loss) or net income (loss) attributable to common stockholders. For reference, as an aid in understanding management's computation of Company NOI, EBITDA, and FFO, a reconciliation of Company NOI to consolidated operating income, Company EBITDA, and Company FFO to net income (loss) in accordance with GAAP has been included in the "Reconciliation of Non-GAAP to GAAP Financial Measures" schedule.



TABLE OF CONTENTS



	Page		Page
		Asset Transactions:
Earnings Press Release	ER1-7	Summary of Asset Transactions	15

GAAP Financial Statements:
GAAP Overview	1	Portfolio Operating Metrics:
Consolidated Balance Sheets	2	Key Operating Performance Indicators	16
Consolidated Statements of Income	3	Signed Leases All Less Anchors	17
		Lease Expiration Schedule and Top Ten Tenants	18
Non-GAAP Proportionate Financial Information:		Property Schedule	19-25
Proportionate Overview	4
Proportionate Balance Sheets	5	Miscellaneous:
Company NOI, EBITDA, and FFO	6-7	Capital Information	26
Reconciliation of Non-GAAP to GAAP Financial Measures	8-9	Change in Total Common and Equivalent Shares	27
		Development Summary	28
Debt:		Proportionate Capital Expenditures	29
Summary, at Share	10	Corporate Information	30
Detail, at Share	11-14	Glossary of Terms	31

This presentation contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements for a number of reasons. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this Supplemental. The Company disclaims any obligation to update any forward-looking statements.



Page	Schedule	Description
Non-GAAP Proportionate Financial Information:
4	Proportionate Overview	Summary of Company NOI, Same Store NOI, Company EBITDA and Company FFO on a proportionate basis.
5	Proportionate Balance Sheets	The proportionate balance sheet adjusts GGP's GAAP balance sheet for noncontrolling interests and adds the Company's proportionate share of assets and liabilities related to investments accounted for under the equity method.
6-7	Company NOI, Company EBITDA and Company FFO	Proportionate Results for the three and six months ended June 30, 2016 and 2015 adjusts GGP's consolidated results and FFO for noncontrolling interests and adds the Company's proportionate share of revenues and expenses included in NOI, EBITDA and FFO as defined in the Basis of Presentation. Company NOI, Company EBITDA and Company FFO include certain adjustments.
Same Store Portfolio Operating Metrics:
16	Key Operating Performance Indicators	Certain retail properties operating measures presented on a comparable basis. See Glossary of Terms for detailed descriptions.
19-25	Property Schedule	By Property, gross leasable area detail, including: Anchor tenant listing Ownership percentage Gross leasable area by space type (mall, anchor, strip center, office) Percentage leased See Glossary of Terms for detailed descriptions.

GGP REPORTS SECOND QUARTER 2016 RESULTS AND

RAISES DIVIDEND 11%

Chicago, Illinois, August 1, 2016 - General Growth Properties, Inc. (the “Company” or “GGP”) (NYSE: GGP) today reported results for the three and six months ended June 30, 2016.

Highlights


•	Company Same Store Net Operating Income (“Company Same Store NOI”) increased 4.0% and 4.6% from the prior year period for the three and six months ended June 30, 2016, respectively.


•	Company earnings before interest, taxes, depreciation and amortization (“Company EBITDA”) increased 6.5% and 13.3% from the prior year period for the three and six months ended June 30, 2016, respectively.


•	Same Store leased percentage was 96.1% at quarter end.


•	Initial rental rates for signed leases that have commenced in the trailing 12 months on a suite-to-suite basis increased 13.7% when compared to the rental rate for expiring leases.


•	Tenant sales (all less anchors) increased 2.8% on a trailing 12-month basis.¹


•	In the second quarter, the Company sold its interest in an urban retail property and an office building; received proceeds of approximately $150 million and generated gains of approximately $58 million.


•	Subsequent to quarter end, the Company sold a 50% joint venture interest in a Class A mall for a gross valuation of approximately $2.5 billion; received proceeds of approximately $830 million.


•	Subsequent to quarter end, the Company sold two Class B malls; received proceeds of approximately $15 million.


•	The Company declared a third quarter common stock dividend, an increase of 11% over the prior year.

GAAP Operating Results

For the three months ended June 30, 2016, net income attributable to GGP was $186 million, or $0.19 per diluted share, as compared to $422 million, or $0.44 per diluted share, in the prior year period. For the six months ended June 30, 2016, net income attributable to GGP was $378 million, or $0.39 per diluted share, as compared to $1.1 billion, or $1.10 per diluted share, in the prior year period. Net income attributable to GGP in the prior year for the three and six months was impacted primarily by the gain related to the sale of a partial interest in a Class A mall.

Company Operating Results

For the three months ended June 30, 2016, Company Funds From Operations (“Company FFO”) was $340 million, or $0.35 per diluted share, as compared to $319 million, or $0.33 per diluted share, in the prior year period, an increase of 6.8%. For the six months ended June 30, 2016, Company FFO was $723 million, or $0.75 per diluted share, as compared to $628 million, or $0.65 per diluted share, in the prior year period, an increase of 15.4%.


1	Excludes Christiana Mall due to unusual changes in sales productivity.

ER1

Investment Activities

Dispositions

In the second quarter, the Company sold its 49.8% interest in One Stockton in San Francisco’s Union Square for approximately $50 million; received proceeds from repayment of a partner loan and equity of approximately $42 million and generated a gain of approximately $23 million over the two year hold period.

The Company sold an office building at Pioneer Place in Portland, Oregon for approximately $122 million; received proceeds of approximately $116 million and generated a gain of approximately $35 million.

Subsequent to quarter end, the Company sold a 50% interest in Fashion Show in Las Vegas, Nevada for approximately $1.25 billion; received proceeds of approximately $830 million.

Subsequent to quarter end, the Company sold its interests in Newgate Mall in Salt Lake City, Utah, and Rogue Valley in Portland, Oregon for approximately $131 million; received proceeds of approximately $15 million.

Acquisitions

The Company acquired a 50% interest in 218 W 57^th Street in New York City for approximately $41 million.

Development

The Company’s development and redevelopment activities total $1.1 billion, of which approximately $0.5 billion is under construction and $0.6 billion is in the pipeline.

Financing Activities

Subsequent to quarter end, the Company repaid the mortgage loan on the Mall of Louisiana with debt of approximately $202 million and an interest rate of 5.8%. In the third quarter, the Company expects to repay the mortgage loan on Apache Mall with debt of approximately $93 million and an interest rate of 4.3%.

Subsequent to quarter end, the Company repaid $90 million that was outstanding on the credit facility.

Dividends

On August 1, 2016, the Company’s Board of Directors declared a third quarter common stock dividend of $0.20 per share payable on October 31, 2016, to stockholders of record on October 14, 2016. This represents an increase of $0.02 per share or 11% growth over the dividend declared for the third quarter of 2015.

The Board of Directors also declared a quarterly dividend on the 6.375% Series A Cumulative Redeemable Preferred Stock of $0.3984 per share payable on October 3, 2016, to stockholders of record on September 15, 2016.

ER2

Guidance

The Company revised its Company FFO guidance for the year ending December 31, 2016, which includes an increase of $0.01 related to operations and $0.02 dilution from the transactions noted above.



Earnings Guidance	For the year ending December 31, 2016		For the three months ending September 30, 2016

Net income attributable to GGP	$0.70 - $0.74		$0.10 - $0.12
Preferred stock dividends	(0.02	)	-
Net income attributable to common stockholders	$0.68 - $0.72		$0.10 - $0.12
Gain from change in control of investment properties and other, provision for impairment and redeemable noncontrolling interests	(0.12	)	—
Depreciation, including share of JVs	0.92		0.23
NAREIT FFO	$1.48 - $1.52		$0.33 - $0.35
Adjustments (1)	0.03		0.01
Company FFO per diluted share	$1.51 - $1.55		$0.34 - $0.36

1. Includes impact of straight-line rent, above/below market rent, loss on foreign currency and the related provision for income taxes, and other items. For discussion on the purpose and use of these adjustments please see the Non-GAAP Supplemental Financial Measures and Definitions section on page ER7.

The guidance estimate reflects management’s view of current and future market conditions, including assumptions with respect to Company Same Store NOI and Operating Income growth, rental rates, occupancy levels, retail sales, variable expenses, interest rates and the earnings impact of the events referenced in this release and previously disclosed. The guidance also reflects management’s view of capital market conditions. The estimates do not include future gains or losses, or the impact on operating results from future property acquisitions or dispositions or capital market activity. Earnings per share estimates may be subject to fluctuations as a result of several factors, including any gains or losses associated with disposition activity. By definition, FFO and Company FFO exclude real estate-related depreciation and amortization, provisions for impairment, or gains or losses associated with property disposition activities. This guidance is a forward-looking statement and is subject to the risks and other factors described elsewhere in this release and in the Company’s annual and quarterly periodic reports filed with the Securities and Exchange Commission.

Investor Conference Call

On Tuesday, August 2, 2016, the Company will host a conference call at 8:00 a.m. Central (9:00 a.m. Eastern). The conference call will be accessible by telephone and through the Internet. Interested parties can access the call by dialing 877.845.1018 (international 707.287.9345). A live webcast of the conference call will be available in listen-only mode in the Investors section at www.ggp.com. Interested parties should access the conference call or website 10 minutes prior to the beginning of the call in order to register. For those unable to listen to the call live, a replay will be available after the conference call event. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 25606603.

ER3

Supplemental Information

The Company has prepared a supplemental information report available on www.ggp.com in the Investors section. This information also has been furnished with the Securities and Exchange Commission as an exhibit on Form 8-K.

Forward-Looking Statements

Certain statements made in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, the Company’s ability to refinance, extend, restructure or repay near and intermediate term debt, its indebtedness, its ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, its liquidity demands, and economic conditions. The Company discusses these and other risks and uncertainties in its annual and quarterly periodic reports filed with the Securities and Exchange Commission. The Company may update that discussion in its periodic reports, but otherwise takes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Investors and others should note that we post our current Investor Presentation on the Investors page of our website at www.ggp.com. From time to time, we update that Investor Presentation and when we do, it will be posted on the Investors page of our website at ggp.com. It is possible that the updates could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the Investors page of our website at www.investor.ggp.com from time to time.

General Growth Properties, Inc.

General Growth Properties, Inc. is an S&P 500 company focused exclusively on owning, managing, leasing and redeveloping high-quality retail properties throughout the United States. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.

Contact:

Kevin Berry

SVP Investor and Public Relations

(312) 960-5529

kevin.berry@ggp.com

ER4

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 shown in the column labeled "Consolidated" reflect the amounts contained in the Company's consolidated financial statements as filed with the SEC in the schedules of this release and the supplemental. 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 property. This provides visibility into our share of the operations of the joint ventures. A similar procedure was performed for the amounts in the column labeled "Noncontrolling Interests," which represents the share of consolidated assets attributable to noncontrolling interests.

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”), Company NOI and Company Same Store 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 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.

ER5

We present Company NOI, Company EBITDA 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.

The Company defines Company Same Store NOI as Company NOI excluding periodic effects of acquisitions of new properties and certain redevelopments (for the list of properties included in Company Same Store NOI see the Property Schedule in our Supplemental Information). We do not include an acquired property in our Company Same Store NOI until the operating results for that property have been included in our consolidated results for one full calendar year. Properties that we sell are excluded from Company NOI and Company Same Store NOI for all periods once the transaction has closed.

The Company considers Company Same Store NOI a helpful supplemental measure of its operating performance because it assists management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable properties or from other factors, such as the effect of acquisitions. For these reasons, we believe that Company Same Store NOI, when combined with GAAP operating income provides useful information to investors and management.

Other REITs may use different methodologies for calculating, NOI, Company NOI and Company Same Store NOI, and accordingly, the Company’s Company Same Store 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 Same Store 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 and Same Store NOI (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.

ER6

Funds From Operations (“FFO”) and Company FFO

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

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

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 Company NOI and Company Same Store 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.

ER7

GAAP Financial Statements



GAAP FINANCIAL STATEMENTS Financial Overview (In thousands, except per share )



	Three Months Ended						Six Months Ended
	June 30, 2016		June 30, 2015		Percentage Change		June 30, 2016		June 30, 2015		Percentage Change

Operating income	$	216,035	$	227,555	(5.1	)%	$	390,016	$	430,368	(9.4	)%

Net Income attributable to GGP	185,945		421,940		(55.9	)%	377,725		1,056,669		(64.3	)%

Net income attributable to common stockholders	181,962		417,956		(56.5	)%	369,758		1,048,701		(64.7	)%
Diluted earnings per share	$	0.19	$	0.44	(56.5	)%	$	0.39	$	1.10	(64.9	)%

Diluted weighted average number of shares outstanding	952,290		952,589				951,229		953,486



GAAP FINANCIAL STATEMENTS Consolidated Balance Sheets (In thousands)



	June 30, 2016			December 31, 2015

Assets:
Investment in real estate:
Land	$	3,554,471		$	3,596,354
Buildings and equipment	16,228,837			16,379,789
Less accumulated depreciation	(2,605,947		)	(2,452,127		)
Construction in progress	311,757			308,903
Net property and equipment	17,489,118			17,832,919
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,609,486			3,506,040
Net investment in real estate	21,098,604			21,338,959
Cash and cash equivalents	226,283			356,895
Accounts and notes receivable, net	969,924			949,556
Deferred expenses, net	214,182			214,578
Prepaid expenses and other assets	952,535			997,334
Assets held for disposition	131,956			216,233
Total assets	$	23,593,484		$	24,073,555
Liabilities:
Mortgages, notes and loans payable	$	13,714,730		$	14,216,160
Investment in Unconsolidated Real Estate Affiliates	39,160			38,488
Accounts payable and accrued expenses	682,925			784,493
Dividend payable	175,560			172,070
Deferred tax liabilities	1,642			1,289
Junior Subordinated Notes	206,200			206,200
Liabilities held for disposition	114,544			58,934
Total liabilities	14,934,761			15,477,634
Redeemable noncontrolling interests:
Preferred	168,083			157,903
Common	142,167			129,724
Total redeemable noncontrolling interests	310,250			287,627
Equity:
Preferred stock	242,042			242,042
Stockholders' equity	8,036,796			8,028,001
Noncontrolling interests in consolidated real estate affiliates	20,448			24,712
Noncontrolling interests related to long-term incentive plan common units	22,187			13,539
Total equity	8,348,473			8,308,294
Total liabilities, redeemable noncontrolling interests and equity	$	23,593,484		$	24,073,555



GAAP FINANCIAL STATEMENTS Consolidated Statements of Income (In thousands, except per share)



	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Revenues:
Minimum rents	$	363,412		$	361,556		$	734,544		$	735,669
Tenant recoveries	169,763			168,043			342,211			345,525
Overage rents	4,375			3,485			12,519			12,300
Management fees and other corporate revenues	18,917			26,731			52,659			45,817
Other	18,119			20,166			39,685			34,814
Total revenues	574,586			579,981			1,181,618			1,174,125
Expenses:
Real estate taxes	57,309			56,496			115,412			112,483
Property maintenance costs	11,955			12,903			29,438			32,784
Marketing	2,738			3,754			4,792			8,576
Other property operating costs	71,601			72,427			141,995			148,609
Provision for doubtful accounts	1,710			1,306			5,111			4,577
Provision for loan loss	—			—			36,069			—
Property management and other costs	38,282			40,369			69,027			83,162
General and administrative	14,650			12,322			28,076			24,769
Provisions for impairment	4,058			—			44,763			—
Depreciation and amortization	156,248			152,849			316,919			328,797
Total expenses	358,551			352,426			791,602			743,757
Operating income	216,035			227,555			390,016			430,368
Interest and dividend income	13,335			12,843			29,393			21,664
Interest expense	(148,366		)	(142,747		)	(296,043		)	(315,398		)
Gain (loss) on foreign currency	7,893			1,463			16,829			(21,448		)
Gain from changes in control of investment properties and other	38,553			17,768			113,108			609,013
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	127,450			116,882			253,303			724,199
Benefit from (provision for)income taxes	2,242			(74		)	(679		)	11,085
Equity in income of Unconsolidated Real Estate Affiliates	34,618			13,278			92,108			24,530
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	25,591			297,767			40,506			309,787
Net Income	189,901			427,853			385,238			1,069,601
Allocation to noncontrolling interests	(3,956		)	(5,913		)	(7,513		)	(12,932		)
Net income attributable to GGP	185,945			421,940			377,725			1,056,669
Preferred stock dividends	(3,983		)	(3,984		)	(7,967		)	(7,968		)
Net income attributable to common stockholders	$	181,962		$	417,956		$	369,758		$	1,048,701

Basic Earnings Per Share:	$	0.21		$	0.47		$	0.42		$	1.18
Diluted Earnings Per Share:	$	0.19		$	0.44		$	0.39		$	1.10

Non-GAAP Proportionate Financial Information



NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Financial Information ¹ (In thousands, except per share)



	Three Months Ended						Six Months Ended
	June 30, 2016		June 30, 2015		Percentage Change		June 30, 2016		June 30, 2015		Percentage Change

Company Same Store NOI ²	$	555,335	$	533,899	4.0	%	$	1,110,591	$	1,061,949	4.6	%
Company Non-Same Store NOI³	21,800		7,348		n/a		73,592		12,588		n/a
Company NOI⁴	577,135		541,247		6.6	%	1,184,183		1,074,537		10.2	%

Company EBITDA⁴	534,434		501,620		6.5	%	1,122,575		991,053		13.3	%

Company FFO⁵	340,050		318,551		6.7	%	722,853		627,886		15.1	%
Company FFO per diluted share	$	0.35	$	0.33	6.8	%	$	0.75	$	0.65	15.4	%

FFO ⁶	342,238		314,356		8.9	%	705,548		574,015		22.9	%
FFO per diluted share	$	0.36	$	0.33	8.9	%	$	0.74	$	0.60	23.2	%

Diluted weighted average number of Company shares outstanding	958,833		959,116				957,755		959,778

1 For the Reconciliation of Non-GAAP to GAAP Financial Measures see pages 8-9.

2 Includes lease termination fees of $2.2 million and $5.1 million for the three months ended June 30, 2016 and 2015 and $10.4 million and $16.1 million for the six months ended June 30, 2016 and 2015, respectively.

3 Non-Same Store NOI includes the periodic effects of acquisitions, certain redevelopments, including condominium development, and other properties, for details see page 6-7. See Property Schedule on pages 19-25 for individual property details.

4 Refer to page 6-7 (Company NOI, Company EBITDA and Company FFO). Company NOI and Company EBITDA exclude the periodic effects of Sold Interests. See Glossary of Terms on page 31.

5 Refer to page 6-7 (Company NOI, Company EBITDA and Company FFO). Company FFO includes the periodic effects of Sold Interests. See Glossary of Terms on page 31.

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



NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Proportionate Balance Sheets (In thousands)



	As of June 30, 2016												As of December 31, 2015
	Consolidated GAAP			Noncontrolling Interests			GGP Share of Unconsolidated Real Estate Affiliates			GGP Proportionate Share			GGP Proportionate Share

Assets:
Investment in real estate:
Land	$	3,554,471		$	(23,741	)	$	1,869,086		$	5,399,816		$	5,343,747
Buildings and equipment	16,228,837			(138,068		)	7,800,169			23,890,938			23,879,747
Less accumulated depreciation	(2,605,947		)	22,674			(1,543,995		)	(4,127,268		)	(3,864,939		)
Construction in progress	311,757			(691		)	338,967			650,033			778,622
Net property and equipment	17,489,118			(139,826		)	8,464,227			25,813,519			26,137,177
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,609,486			—			(3,429,486		)	180,000			180,000
Net investment in real estate	21,098,604			(139,826		)	5,034,741			25,993,519			26,317,177
Cash and cash equivalents	226,283			(2,673		)	207,930			431,540			569,640
Accounts and notes receivable, net	969,924			(2,727		)	234,115			1,201,312			1,069,686
Deferred expenses, net	214,182			(1,879		)	153,253			365,556			365,166
Prepaid expenses and other assets	952,535			(9,172		)	214,382			1,157,745			1,284,770
Assets held for disposition	131,956			—			—			131,956			203,942
Total assets	$	23,593,484		$	(156,277	)	$	5,844,421		$	29,281,628		$	29,810,381
Liabilities:
Mortgages, notes and loans payable	$	13,714,730		$	(128,149	)	$	5,531,151		$	19,117,732		$	19,603,159
Investment in Unconsolidated Real Estate Affiliates	39,160			—			(39,160		)	—			—
Accounts payable and accrued expenses	682,925			(7,680		)	352,185			1,027,430			1,208,197
Dividend payable	175,560			—			—			175,560			172,070
Deferred tax liabilities	1,642			—			245			1,887			1,514
Junior Subordinated Notes	206,200			—			—			206,200			206,200
Liabilities held for disposition	114,544			—			—			114,544			48,032
Total liabilities	14,934,761			(135,829		)	5,844,421			20,643,353			21,239,172
Redeemable noncontrolling interests:
Preferred	168,083			—			—			168,083			157,903
Common	142,167			—			—			142,167			129,724
Total redeemable noncontrolling interests	310,250			—			—			310,250			287,627

Equity:
Preferred stock	242,042			—			—			242,042			242,042
Stockholders' equity	8,063,796			—			—			8,063,796			8,028,001
Noncontrolling interests in consolidated real estate affiliates	20,448			(20,448		)	—			—			—
Noncontrolling interest related to Long-Term Incentive Plan Common Units	22,187			—			—			22,187			13,539
Total equity	8,348,473			(20,448		)	—			8,328,025			8,283,582
Total liabilities, redeemable noncontrolling interests and equity	$	23,593,484		$	(156,277	)	$	5,844,421		$	29,281,628		$	29,810,381



NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Company NOI, EBITDA and FFO For the Three Months Ended June 30, 2016 and 2015 (In thousands, except per share)



	Three Months Ended June 30, 2016																					Three Months Ended June 30, 2015
	Consolidated Properties			Noncontrolling Interests			Unconsolidated Properties			Sold Interests¹			Proportionate			Adjustments²			Company			Consolidated Properties			Noncontrolling Interests			Unconsolidated Properties			Sold Interests¹			Proportionate			Adjustments²			Company
Property revenues:
Minimum rents³	$	363,412		$	(3,176	)	$	140,910		$	(2,320	)	$	498,826		$	3,026		$	501,852		$	361,556		$	(4,106	)	$	127,484		$	(8,651	)	$	476,283		$	3,643		$	479,926
Tenant recoveries	169,763			(1,368		)	57,215			(35		)	225,575			—			225,575			168,043			(1,806		)	56,073			(2,543		)	219,767			—			219,767
Overage rents	4,375			(9		)	2,232			(93		)	6,505			—			6,505			3,485			(58		)	2,902			(136		)	6,193			—			6,193
Other revenue	18,119			(151		)	5,773			(237		)	23,504			—			23,504			20,157			(294		)	6,144			(651		)	25,356			—			25,356
Condominium sales	—			—			35,404			—			35,404			—			35,404			—			—			—			—			—			—			—
Total property revenues	555,669			(4,704		)	241,534			(2,685		)	789,814			3,026			792,840			553,241			(6,264		)	192,603			(11,981		)	727,599			3,643			731,242
Property operating expenses:
Real estate taxes	57,309			(743		)	13,351			(385		)	69,532			(1,490		)	68,042			56,496			(912		)	17,830			(1,093		)	72,321			(1,490		)	70,831
Property maintenance costs	11,955			(53		)	4,699			(74		)	16,527			—			16,527			12,903			(102		)	5,176			(410		)	17,567			—			17,567
Marketing	2,738			(19		)	1,951			—			4,670			—			4,670			3,754			(49		)	2,096			(73		)	5,728			—			5,728
Other property operating costs	71,601			(466		)	26,020			(269		)	96,886			(1,013		)	95,873			72,427			(706		)	25,718			(2,282		)	95,157			(1,018		)	94,139
Provision for doubtful accounts	1,710			(5		)	2,552			—			4,257			—			4,257			1,306			(5		)	463			(34		)	1,730			—			1,730
Condominium cost of sales	—			—			26,336			—			26,336			—			26,336			—			—			—			—			—			—			—
Total property operating expenses	145,313			(1,286		)	74,909			(728		)	218,208			(2,503		)	215,705			146,886			(1,774		)	51,283			(3,892		)	192,503			(2,508		)	189,995
NOI	$	410,356		$	(3,418	)	$	166,625		$	(1,957	)	$	571,606		$	5,529		$	577,135		$	406,355		$	(4,490	)	$	141,320		$	(8,089	)	$	535,096		$	6,151		$	541,247
Management fees and other corporate revenues	18,917			—			48			—			18,965			—			18,965			26,731			—			—			—			26,731			—			26,731
Property management and other costs⁴	(38,282		)	129			(8,465		)	5			(46,613		)	—			(46,613		)	(40,369		)	170			(7,825		)	119			(47,905		)	—			(47,905		)
General and administrative	(14,649		)	—			(519		)	115			(15,053		)	—			(15,053		)	(12,322		)	—			(6,131		)	—			(18,453		)	—			(18,453		)
EBITDA	$	376,342		$	(3,289	)	$	157,689		$	(1,837	)	$	528,905		$	5,529		$	534,434		$	380,395		$	(4,320	)	$	127,364		$	(7,970	)	$	495,469		$	6,151		$	501,620
Depreciation on non-income producing assets	(4,113		)	—			—			—			(4,113		)	—			(4,113		)	(2,901		)	—			—			—			(2,901		)	—			(2,901		)
Interest and dividend income	13,335			386			809			—			14,530			(205		)	14,325			12,843			387			588			—			13,818			(205		)	13,613
Preferred unit distributions	(2,201		)	—			—			—			(2,201		)	—			(2,201		)	(2,232		)	—			—			—			(2,232		)	—			(2,232		)
Preferred stock dividends	(3,983		)	—			—			—			(3,983		)	—			(3,983		)	(3,984		)	—			—			—			(3,984		)	—			(3,984		)
Interest expense:
Mark-to-market adjustments on debt	423			—			88			—			511			(511		)	—			(57		)	—			496			(6		)	433			(433		)	—
Write-off of mark-to-market adjustments on extinguished debt	—			—			—			—			—			—			—			1,520			(136		)	—			—			1,384			(1,384		)	—
Interest on existing debt	(148,789		)	1,339			(55,851		)	211			(203,090		)	—			(203,090		)	(144,210		)	1,652			(54,377		)	1,093			(195,842		)	—			(195,842		)
Gain on foreign currency	7,893			—			—			—			7,893			(7,893		)	—			1,463			—			—			—			1,463			(1,463		)	—
Benefit from (provision for) income taxes	2,242			14			(96		)	—			2,160			724			2,884			(74		)	—			(61		)	—			(135		)	1,818			1,683
FFO from sold interests	—			—			—			1,626			1,626			168			1,794			—			—			—			6,883			6,883			(289		)	6,594
	241,149			(1,550		)	102,639			—			342,238			(2,188		)	340,050			242,763			(2,417		)	74,010			—			314,356			4,195			318,551
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests	101,089			1,550			(102,639		)	—			—			—			—			71,593			2,417			(74,010		)				—			—			—
FFO ⁵	$	342,238		$	—		$	—		$	—		$	342,238		$	(2,188	)	$	340,050		$	314,356		$	—		$	—		$	—		$	314,356		$	4,195		$	318,551

Company FFO per diluted share																			$	0.35																				$	0.33
FFO per diluted share ⁵													$	0.36																				$	0.33


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


2.	Adjustments primarily relate to: straight-line rent, above/below market lease amortization, amortization of real estate tax stabilization agreement, loss on foreign currency and the related provision for income taxes, and other non-comparable items. For full discussion of the purpose and use of these adjustments see Non-GAAP Supplemental Financial Measures and Definitions in pages ER5 and ER7


3.	Adjustments include amounts for straight-line rent of ($7,527) and ($11,061) and above/below market lease amortization of $10,553 and $14,703 for the three months ended June 30, 2016 and 2015, respectively.


4.	Unconsolidated amounts include our share of management fees paid by these properties. Revenues associated with these fees are included in consolidated management fees and other corporate revenues.


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



NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Company NOI, EBITDA and FFO For the Six Months Ended June 30, 2016 and 2015 (In thousands, except per share)



	Six Months Ended June 30, 2016																					Six Months Ended June 30, 2015
	Consolidated Properties			Noncontrolling Interests			Unconsolidated Properties			Sold Interests¹			Proportionate			Adjustments²			Company			Consolidated Properties			Noncontrolling Interests			Unconsolidated Properties			Sold Interests¹			Proportionate			Adjustments²			Company
Property revenues:
Minimum rents³	$	734,544		$	(6,674	)	$	276,923		$	(6,128	)	$	998,665		$	6,095		$	1,004,760		$	735,669		$	(8,196	)	$	236,191		$	(24,895	)	$	938,769		$	21,137		$	959,906
Tenant recoveries	342,211			(2,967		)	115,950			(822		)	454,372			—			454,372			345,525			(3,486		)	105,625			(9,674		)	437,990			—			437,990
Overage rents	12,519			(108		)	6,024			(386		)	18,049			—			18,049			12,300			(119		)	5,907			(705		)	17,383			—			17,383
Other revenue	39,685			(349		)	11,755			(572		)	50,519			—			50,519			34,804			(543		)	12,007			(1,472		)	44,796			—			44,796
Condominium sales	—			—			176,823			—			176,823			—			176,823			—			—			—			—			—			—			—
Total property revenues	1,128,959			(10,098		)	587,475			(7,908		)	1,698,428			6,095			1,704,523			1,128,298			(12,344		)	359,730			(36,746		)	1,438,938			21,137			1,460,075
Property operating expenses:
Real estate taxes	115,412			(1,523		)	29,080			(815		)	142,154			(2,979		)	139,175			112,483			(1,635		)	31,211			(3,024		)	139,035			(2,979		)	136,056
Property maintenance costs	29,438			(139		)	10,130			(152		)	39,277			—			39,277			32,784			(226		)	11,296			(1,369		)	42,485			—			42,485
Marketing	4,792			(32		)	6,364			7			11,131			—			11,131			8,576			(92		)	4,158			(482		)	12,160			—			12,160
Other property operating costs	141,995			(1,049		)	51,612			(906		)	191,652			(2,026		)	189,626			148,609			(1,461		)	49,255			(5,983		)	190,420			(2,038		)	188,382
Provision for doubtful accounts	5,111			(11		)	4,521			(21		)	9,600			—			9,600			4,577			(29		)	2,015			(108		)	6,455			—			6,455
Condominium cost of sales	—			—			131,531			—			131,531			—			131,531			—			—			—			—			—			—			—
Total property operating expenses	296,748			(2,754		)	233,238			(1,887		)	525,345			(5,005		)	520,340			307,029			(3,443		)	97,935			(10,966		)	390,555			(5,017		)	385,538
NOI	$	832,211		$	(7,344	)	$	354,237		$	(6,021	)	$	1,173,083		$	11,100		$	1,184,183		$	821,269		$	(8,901	)	$	261,795		$	(25,780	)	$	1,048,383		$	26,154		$	1,074,537
Management fees and other corporate revenues	52,659			—			48			—			52,707			—			52,707			45,817			—			—			—			45,817			—			45,817
Property management and other costs⁴	(69,027		)	280			(17,130		)	21			(85,856		)	—			(85,856		)	(83,162		)	353			(15,412		)	335			(97,886		)	—			(97,886		)
General and administrative	(28,076		)	—			(612		)	229			(28,459		)	—			(28,459		)	(24,769		)	—			(6,646		)	—			(31,415		)	—			(31,415		)
EBITDA	$	787,767		$	(7,064	)	$	336,543		$	(5,771	)	$	1,111,475		$	11,100		$	1,122,575		$	759,155		$	(8,548	)	$	239,737		$	(25,445	)	$	964,899		$	26,154		$	991,053
Depreciation on non-income producing assets	(7,223		)	—			—			—			(7,223		)	—			(7,223		)	(5,583		)	—			—			—			(5,583		)	—			(5,583		)
Interest and dividend income	29,393			772			1,514			(1		)	31,678			(409		)	31,269			21,664			773			1,294			—			23,731			(409		)	23,322
Preferred unit distributions	(4,403		)	—			—			—			(4,403		)	—			(4,403		)	(4,464		)	—			—			—			(4,464		)	—			(4,464		)
Preferred stock dividends	(7,967		)	—			—			—			(7,967		)	—			(7,967		)	(7,968		)	—			—			—			(7,968		)	—			(7,968		)
Interest expense:													—																					—
Mark-to-market adjustments on debt	630			—			174			—			804			(804		)	—			130			(101		)	878			354			1,261			(1,261		)	—
Write-off of mark-to-market adjustments on extinguished debt	—			—			—			—			—			—			—			(13,351		)	(136		)	—			6,361			(7,126		)	7,126			—
Interest on existing debt	(296,673		)	2,778			(110,626		)	568			(403,953		)	—			(403,953		)	(302,177		)	3,111			(99,893		)	7,779			(391,180		)	—			(391,180		)
Gain (loss) on foreign currency	16,829			—			—			—			16,829			(16,829		)	—			(21,448		)	—			—			—			(21,448		)	21,448			—
Provision for loan loss⁵	(36,069		)	—			—			—			(36,069		)	28,549			(7,520		)	—			—			—			—			—			—			—
(Provision for) benefit from income taxes	(679		)	31			(179		)	—			(827		)	(4,355		)	(5,182		)	11,085			20			(163		)	—			10,942			(7,243		)	3,699
FFO from sold interests	—			—			—			5,202			5,202			53			5,255			—			—			—			10,951			10,951			8,056			19,007
	481,605			(3,483		)	227,426			(2		)	705,546			17,305			722,851			437,043			(4,881		)	141,853			—			574,015			53,871			627,886
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests	223,943			3,483			(227,426		)	2			2			—			2			136,972			4,881			(141,853		)	—			—			—			—
FFO ⁶	$	705,548		$	—		$	—		$	—		$	705,548		$	17,305		$	722,853		$	574,015		$	—		$	—		$	—		$	574,015		$	53,871		$	627,886

Company FFO per diluted share																			$	0.75																				$	0.65
FFO per diluted share ⁶													$	0.74																				$	0.60


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

Adjustments primarily relate to: straight-line rent, above/below market lease amortization, amortization of real estate tax stabilization agreement, loss on foreign currency and the related provision for income taxes, and other non-comparable items. For full discussion of the purpose and use of these adjustments see the Non-GAAP Supplemental Financial Measures and Definitions in pages ER5 and ER7.


3.	Adjustments include amounts for straight-line rent of ($14,901) and ($18,279) and above/below market lease amortization of $20,996 and $39,415 for the six months ended June 30, 2016 and 2015, respectively.


4.	Unconsolidated amounts include our share of management fees paid by these properties. Revenues associated with these fees are included in consolidated management fees and other corporate revenues.


5.	This provision relates to the note associated with our sale of our interest in Aliansce in 2013. We wrote down the principal balance by $28.5 million and reversed $7.5 million accrued interest to date, the interest portion impacts Company FFO.


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



NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Reconciliation of Non-GAAP to GAAP Financial Measures (In thousands, except per share)



	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015

Reconciliation of Company Same Store NOI to GAAP Operating Income
Company Same Store NOI	$	555,335		$	533,899		$	1,110,591		$	1,061,949
Company Non-Same Store NOI	21,800			7,348			73,592			12,588
Company NOI	577,135			541,247			1,184,183			1,074,537
Adjustments for minimum rents, real estate taxes and other property operating costs ¹	(5,529		)	(6,151		)	(11,100		)	(26,154		)
Proportionate NOI	571,606			535,096			1,173,083			1,048,383
Unconsolidated Properties	(166,625		)	(141,320		)	(354,237		)	(261,795		)
NOI of Sold Interests	1,957			8,089			6,021			25,780
Noncontrolling interest in NOI Consolidated Properties	3,417			4,490			7,344			8,901
Consolidated Properties	410,355			406,355			832,211			821,269
Management fees and other corporate revenues	18,917			26,731			52,659			45,817
Property management and other costs	(38,282		)	(40,369		)	(69,027		)	(83,162		)
General and administrative	(14,649		)	(12,322		)	(28,076		)	(24,769		)
Provision for impairment	(4,058		)	—			(44,763		)	—
Provision for loan loss	—			—			(36,069		)	—
Depreciation and amortization	(156,248		)	(152,849		)	(316,919		)	(328,797		)
Gain on sales of investment properties	—			9			—			10
Operating Income	$	216,035		$	227,555		$	390,016		$	430,368

Reconciliation of Company EBITDA to GAAP Net Income Attributable to GGP
Company EBITDA	$	534,434		$	501,620		$	1,122,575		$	991,053
Adjustments for minimum rents, real estate taxes, other property operating costs, and general and administrative ¹	(5,529		)	(6,151		)	(11,100		)	(26,154		)
Proportionate EBITDA	528,905			495,469			1,111,475			964,899
Unconsolidated Properties	(157,689		)	(127,364		)	(336,543		)	(239,737		)
EBITDA of Sold Interests	1,837			7,970			5,771			25,445
Noncontrolling interest in EBITDA of Consolidated Properties	3,288			4,320			7,064			8,548
Consolidated Properties	376,341			380,395			787,767			759,155
Depreciation and amortization	(156,248		)	(152,849		)	(316,919		)	(328,797		)
Interest income	13,335			12,843			29,393			21,664
Interest expense	(148,366		)	(142,747		)	(296,043		)	(315,398		)
Gain (loss) on foreign currency	7,893			1,463			16,829			(21,448		)
Benefit from (provision for) income taxes	2,242			(74		)	(679		)	11,085
Provision for impairment excluded from FFO	(4,058		)	—			(44,763		)	—
Provision for loan loss	—			—			(36,069		)	—
Equity in income of Unconsolidated Real Estate Affiliates	34,618			13,278			92,108			24,530
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	25,591			297,767			40,506			309,787
Gains from changes in control of investment properties and other	38,553			17,768			113,108			609,013
Gain on sales of investment properties	—			9			—			10
Allocation to noncontrolling interests	(3,956		)	(5,913		)	(7,513		)	(12,932		)
Net Income Attributable to GGP	$	185,945		$	421,940		$	377,725		$	1,056,669

1. Refer to page 6-7 (Company NOI, EBITDA, and FFO).



NON-GAAP PROPORTIONATE FINANCIAL INFORMATION Reconciliation of Non-GAAP to GAAP Financial Measures (In thousands, except per share)



	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015

Reconciliation of Company FFO to GAAP Net Income Attributable to GGP
Company FFO	$	340,050		$	318,551		$	722,853		$	627,886
Adjustments for minimum rents, property operating expenses and property management and other costs, market rate adjustments, loan loss provision, income taxes and FFO from sold interests	2,188			(4,195		)	(17,305		)	(53,871		)
Proportionate FFO	342,238			314,356			705,548			574,015
Depreciation and amortization of capitalized real estate costs	(220,172		)	(210,694		)	(445,040		)	(440,563		)
Gain from changes in control of investment properties and other	38,553			17,768			113,108			609,013
Preferred stock dividends	3,983			3,984			7,967			7,968
Gain (Loss) on sales of investment properties and other	—			8			(1		)	9
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment	25,591			297,767			40,506			309,787
Noncontrolling interests in depreciation of Consolidated Properties	1,168			1,921			3,283			3,956
Provision for impairment excluded from FFO	(4,058		)	—			(44,763		)	—
Redeemable noncontrolling interests	(1,358		)	(3,170		)	(2,883		)	(7,516		)
Net Income Attributable to GGP	$	185,945		$	421,940		$	377,725		$	1,056,669

Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates
Equity in NOI of Unconsolidated Properties:
NOI	$	166,625		$	141,320		$	354,237		$	261,795
Net property management fees and costs	(8,417		)	(7,825		)	(17,082		)	(15,412		)
General and administrative	(519		)	(6,131		)	(612		)	(6,646		)
EBITDA	157,689			127,364			336,543			239,737
Net interest expense	(54,954		)	(53,293		)	(108,938		)	(97,721		)
Provision for income taxes	(96		)	(61		)	(179		)	(163		)
FFO of Unconsolidated Properties	102,639			74,010			227,426			141,853
Depreciation and amortization of capitalized real estate costs	(68,036		)	(60,746		)	(135,345		)	(117,351		)
Other, including gain on sales of investment properties	15			14			27			28
Equity in Income of Unconsolidated Real Estate Affiliates	$	34,618		$	13,278		$	92,108		$	24,530

Reconciliation of Company FFO per diluted share to Net Income Attributable to GGP per diluted share
Company FFO per diluted share	$	0.35		$	0.33		$	0.75		$	0.65
Adjustments for straight-line rent, above/below market rent, loss on foreign currency and the related provision for income taxes, and other non-comparable items	0.01			—			(0.01		)	(0.05		)
FFO per diluted share	0.36			0.33			0.74			0.60
Depreciation, gain from change in control of investment properties and other, provision for impairment, and redeemable noncontrolling interests	(0.17		)	0.11			(0.35		)	0.49
Net income attributable to common stockholders per diluted share	0.19			0.44			0.39			1.09
Preferred stock dividends	—			—			—			0.01
Net income attributable to GGP per diluted share	$ 0.19			$ 0.44			$ 0.39			$ 1.10

1. Refer to page 6-7 (Company NOI, EBITDA, and FFO).

DEBT



DEBT Summary, at Share As of June 30, 2016 (In thousands)



					Maturities¹
	Interest Rate	Proportionate Balance		Average Remaining Term (Years)	2016			2017			2018			2019			2020			2021			Subsequent			Total
Fixed Rate
Property Level Consolidated	4.43%	$11,458,595		6.3	$	—		$	355,343		$	118,892		$	493,457		$	1,534,314		$	1,370,353		$	6,595,814		$	10,468,173
Property Level Unconsolidated	4.30%	4,355,798		5.6	—			172,773			186,862			607,145			619,639			271,573			2,261,111			4,119,103
Total Fixed Rate	4.39%	$	15,814,393	6.1	$	—		$	528,116		$	305,754		$	1,100,602		$	2,153,953		$	1,641,926		$	8,856,925		$	14,587,276

Variable Rate
Property Level Consolidated	2.27%	$	2,008,926	4.2	$	—		$	—		$	213,425		$	395,500		$	—		$	1,318,356		$	—		$	1,927,281
Property Level Unconsolidated	3.24%	1,265,273		3.5	—			—			—			582,414			652,385			30,000			—			1,264,799
Junior Subordinated Notes Due 2036	2.09%	206,200		19.8	—			—			—			—			—			—			206,200			206,200
Corporate Revolver	2.01%	90,000		4.3	—			—			—			—			90,000			—			—			90,000
Total Variable Rate	2.60%	$	3,570,399	4.8	$	—		$	—		$	213,425		$	977,914		$	742,385		$	1,348,356		$	206,200		$	3,488,280

Total	4.06%	$	19,384,792	5.9	$	—		$	528,116		$	519,179		$	2,078,516		$	2,896,338		$	2,990,282		$	9,063,125		$	18,075,556
		Weighted average interest rate			—		%	5.41		%	3.27		%	3.82		%	3.77		%	3.87		%	4.23		%

		Total Amortization			$	80,626		$	178,490		$	197,392		$	202,539		$	198,651		$	153,655		$	297,883		$	1,309,236


																	Total Maturities and Amortization^2,3									$	19,384,792


1.	Assumes that all maturity extensions are exercised.


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



Total Maturities and Amortization, from above	$	19,384,792		Proportionate Portfolio Debt After Subsequent Events
Debt related to solar projects	25,342				$	19,410,134		Proportionate Portfolio Debt at June 30, 2016
Proportionate Portfolio Debt	19,410,134				(532,000		)	Debt on Fashion Show and Newgate Mall & Rogue Valley
Miami Design District cost method investment	(71,318		)		(295,000		)	Debt to be paid down with proceeds from sale transactions
Debt held for disposition	(112,441		)		(90,000		)	Repayment of the credit facility
Debt transferred to special servicer	144,451				$	18,493,134		Proportionate Portfolio Debt After Subsequent Events
Market rate adjustments, net	31,589
Deferred financing costs, net	(78,483		)
Junior Subordinated Notes Due 2036	(206,200		)
Proportionate Mortgages, Notes and Loans Payable	$	19,117,732

3. Reflects maturities and amortization for periods subsequent to June 30, 2016.



Reconciliation of Proportionate to Consolidated Mortgages, Notes and Loans Payable
Proportionate Mortgages, Notes and Loans Payable	$	19,117,732
GGP Share of Unconsolidated Real Estate Affiliates	(5,531,151		)
Noncontrolling Interests	128,149
Consolidated GAAP Mortgages, Notes and Loans Payable	$	13,714,730



DEBT Detail, at Share¹ As of June 30, 2016 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Interest Rate	Parent Recourse as of 6/30/2016 ³	2016		2017		2018		2019		2020		2021		Subsequent
Fixed Rate

Consolidated Property Level
Four Seasons Town Centre	100%	$	76,758	2017	$	72,532	5.60%	No	$	2,505	$	1,721	$	—	$	—	$	—	$	—	$	—
Apache Mall	100%	93,464		2017	91,402		4.32%	No	932		1,130		—		—		—		—		—
Mall of Louisiana	100%	201,898		2017	191,409		5.82%	No	4,097		6,392		—		—		—		—		—
The Gallery at Harborplace - Other	100%	4,306		2018	190		6.05%	No	1,028		2,152		936		—		—		—		—
Hulen Mall	100%	124,168		2018	118,702		4.25%	No	1,163		2,421		1,882		—		—		—		—
Governor's Square	100%	69,123		2019	66,488		6.69%	No	493		1,035		1,107		—		—		—		—
Oak View Mall	100%	77,418		2019	74,467		6.69%	No	551		1,160		1,240		—		—		—		—
Coronado Center	100%	191,748		2019	180,278		3.50%	Yes - Partial	1,992		4,110		4,258		1,110		—		—		—
Park City Center	100%	182,632		2019	172,224		5.34%	No	1,654		3,473		3,666		1,615		—		—		—
Newgate Mall	100%	58,000		2020	58,000		3.69%	No	—		—		—		—		—		—		—
Fashion Place	100%	226,730		2020	226,730		3.64%	No	—		—		—		—		—		—		—
Mall St. Matthews	100%	186,662		2020	170,305		2.72%	No	1,985		4,067		4,181		4,297		1,827		—		—
Town East Mall	100%	160,270		2020	160,270		3.57%	No	—		—		—		—		—		—		—
Tucson Mall	100%	246,000		2020	246,000		4.01%	No	—		—		—		—		—		—		—
Visalia Mall	100%	74,000		2020	74,000		3.71%	No	—		—		—		—		—		—		—
Tysons Galleria	100%	309,367		2020	282,081		4.06%	No	3,020		6,266		6,528		6,802		4,670		—		—
The Mall In Columbia	100%	345,360		2020	316,928		3.95%	No	3,171		6,531		6,794		7,067		4,869		—		—
Northridge Fashion Center	100%	231,139		2021	207,503		5.10%	No	2,210		4,627		4,871		5,129		5,369		1,430		—
Deerbrook Mall	100%	142,148		2021	127,934		5.25%	No	1,323		2,776		2,928		3,087		3,236		864		—
White Marsh Mall	100%	190,000		2021	190,000		3.66%	No	—		—		—		—		—		—		—
Park Place	100%	184,714		2021	165,815		5.18%	No	1,729		3,626		3,821		4,026		4,217		1,480		—
Providence Place	94%	334,476		2021	302,577		5.65%	No	2,885		6,077		6,434		6,813		7,162		2,528		—
Fox River Mall	100%	173,665		2021	156,373		5.46%	No	1,539		3,238		3,422		3,616		3,796		1,681		—
Oxmoor Center	94%	83,176		2021	74,781		5.37%	No	749		1,574		1,662		1,755		1,841		814		—
Rivertown Crossings	100%	156,912		2021	141,356		5.52%	No	1,384		2,910		3,077		3,254		3,417		1,514		—
Westlake Center - Land	100%	2,437		2021	2,437		12.90%	Yes - Full	—		—		—		—		—		—		—
Fashion Show - Other	100%	4,016		2021	1,577		6.06%	Yes - Full	196		411		437		465		494		436		—
Bellis Fair	100%	87,467		2022	77,060		5.23%	No	806		1,694		1,786		1,883		1,973		2,092		173
The Shoppes at Buckland Hills	100%	121,885		2022	107,820		5.19%	No	1,075		2,253		2,375		2,503		2,621		2,779		459
The Gallery at Harborplace	100%	77,149		2022	68,096		5.24%	No	667		1,398		1,474		1,555		1,628		1,728		603
The Streets at Southpoint	94%	236,781		2022	207,909		4.36%	No	2,196		4,542		4,744		4,955		5,175		5,405		1,855
Spokane Valley Mall	100%	58,932		2022	51,312		4.65%	No	561		1,172		1,228		1,287		1,342		1,414		616
Greenwood Mall	100%	63,000		2022	57,469		4.19%	No	—		419		1,054		1,100		1,140		1,197		621
North Star Mall	100%	316,207		2022	270,113		3.93%	No	3,365		6,973		7,256		7,551		7,825		8,175		4,949
Coral Ridge Mall	100%	109,092		2022	98,394		5.71%	No	734		1,533		1,623		1,718		1,819		1,925		1,346
Rogue Valley Mall	100%	54,441		2022	48,245		4.50%	No	430		899		941		984		1,024		1,078		840
The Oaks Mall	100%	130,684		2022	112,842		4.55%	No	1,240		2,584		2,706		2,833		2,951		3,106		2,422
Westroads Mall	100%	147,607		2022	127,455		4.55%	No	1,401		2,919		3,056		3,200		3,333		3,508		2,735
Coastland Center	100%	121,269		2022	102,621		3.76%	No	1,310		2,707		2,812		2,922		3,023		3,152		2,722
Pecanland Mall	100%	88,044		2023	75,750		3.88%	No	810		1,682		1,749		1,819		1,882		1,967		2,385
Crossroads Center (MN)	100%	100,421		2023	83,026		3.25%	No	1,157		2,379		2,459		2,541		2,617		2,713		3,529
Cumberland Mall	100%	160,000		2023	160,000		3.67%	No	—		—		—		—		—		—		—
The Woodlands	100%	248,078		2023	207,057		5.04%	No	2,512		5,215		5,484		5,767		6,064		6,377		9,602
Meadows Mall	100%	152,884		2023	118,726		3.96%	No	2,128		4,402		4,582		4,770		4,950		5,168		8,158
Oglethorpe Mall	100%	150,000		2023	136,166		3.90%	No	—		—		1,059		2,648		2,739		2,865		4,523
Prince Kuhio Plaza	100%	42,723		2023	35,974		4.10%	No	418		867		903		942		977		1,023		1,619
Augusta Mall	100%	170,000		2023	170,000		4.36%	No	—		—		—		—		—		—		—
Staten Island Mall	100%	250,760		2023	206,942		4.77%	No	2,597		5,381		5,643		5,918		6,207		6,510		11,562



DEBT Detail, at Share¹ As of June 30, 2016 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Interest Rate	Parent Recourse as of 6/30/2016 ³	2016		2017		2018		2019		2020		2021		Subsequent
Stonestown Galleria	100%	180,000		2023	164,720		4.39%	No	—		—		462		2,871		2,979		3,137		5,831
Boise Towne Square	100%	129,052		2023	106,372		4.79%	No	1,326		2,746		2,880		3,021		3,169		3,324		6,214
The Crossroads (MI)	100%	95,937		2023	80,833		4.42%	No	863		1,799		1,881		1,967		2,046		2,151		4,397
Jordan Creek Town Center	100%	211,267		2024	177,448		4.37%	No	1,912		3,980		4,160		4,348		4,520		4,749		10,150
Woodbridge Center	100%	250,000		2024	220,726		4.80%	No	—		2,395		3,777		3,964		4,128		4,367		10,643
The Maine Mall	100%	235,000		2024	235,000		4.66%	No	—		—		—		—		—		—		—
Baybrook Mall	100%	247,501		2024	212,423		5.52%	No	1,725		3,595		3,798		4,013		4,240		4,480		13,227
The Parks Mall at Arlington	100%	247,524		2024	212,687		5.57%	No	1,709		3,564		3,767		3,983		4,210		4,451		13,153
Fashion Show	100%	835,000		2024	835,000		4.03%	No	—		—		—		—		—		—		—
Beachwood Place	100%	220,000		2025	184,350		3.94%	No	—		2,922		4,032		4,194		4,362		4,537		15,603
Pembroke Lakes Mall	100%	260,000		2025	260,000		3.56%	No	—		—		—		—		—		—		—
Valley Plaza Mall	100%	240,000		2025	206,847		3.75%	No	—		—		3,167		4,410		4,556		4,757		16,263
Willowbrook Mall	100%	360,000		2025	360,000		3.55%	No	—		—		—		—		—		—		—
Boise Towne Plaza	100%	19,726		2025	16,006		4.13%	No	171		351		366		382		396		415		1,639
Paramus Park	100%	120,000		2025	120,000		4.07%	No	—		—		—		—		—		—		—
Glenbrook Square	100%	162,000		2025	137,791		4.27%	No	—		222		2,634		2,750		2,852		2,997		12,754
Peachtree Mall	100%	80,306		2025	59,682		3.99%	No	906		1,876		1,954		2,034		2,110		2,205		9,539
North Point Mall	100%	250,000		2026	218,205		4.54%	No	—		—		—		984		4,050		4,237		22,524
The Shops at La Cantera	75%	262,500		2027	262,500		3.60%	No	—		—		—		—		—		—		—
Providence Place - Other	94%	34,771		2028	2,247		7.75%	No	1,757		1,897		1,825		1,740		1,878		2,027		21,400
Consolidated Property Level		$	11,458,595		$	10,468,173	4.43%		$	68,382	$	140,063	$	144,881	$	146,593	$	145,684	$	120,763	$	224,056

Unconsolidated Property Level
Riverchase Galleria	50%	$	152,500	2017	$	152,500	5.65%	No	$	—	$	—	$	—	$	—	$	—	$	—	$	—
The Shops at Bravern	40%	20,626		2,017	20,273		3.86%	No	232		121		—		—		—		—		—
Plaza Frontenac	55%	28,600		2018	28,600		3.04%	No	—		—		—		—		—		—		—
Saint Louis Galleria	74%	158,262		2018	158,262		3.44%	No	—		—		—		—		—		—		—
The Grand Canal Shoppes	50%	313,125		2019	313,125		4.24%	No	—		—		—		—		—		—		—
First Colony Mall	50%	89,975		2019	84,321		4.50%	No	795		1,645		1,720		1,494		—		—		—
Natick Mall	50%	222,641		2019	209,699		4.60%	No	1,818		3,762		3,939		3,423		—		—		—
Oakbrook Center	48%	202,725		2020	202,725		3.66%	No	—		—		—		—		—		—		—
Christiana Mall	50%	116,294		2020	108,697		5.10%	No	823		1,725		1,816		1,913		1,320		—		—
Water Tower Place	47%	179,695		2020	171,026		4.35%	No	931		1,928		2,024		2,124		1,662		—		—
Kenwood Towne Centre	70%	151,167		2020	137,191		5.37%	No	1,412		2,964		3,131		3,306		3,163		—		—
Whaler's Village	50%	40,000		2021	40,000		5.42%	No	—		—		—		—		—		—		—
Shops at Merrick Park	55%	94,594		2021	85,797		5.73%	No	809		1,706		1,808		1,916		2,015		543		—
Willowbrook Mall (TX)	50%	99,044		2021	88,965		5.13%	No	940		1,972		2,077		2,188		2,291		611		—
Northbrook Court	50%	63,730		2021	56,811		4.25%	No	584		1,206		1,259		1,313		1,370		1,187		—
Ala Moana Center	63%	875,000		2022	875,000		4.23%	No	—		—		—		—		—		—		—
Florence Mall	50%	45,000		2022	45,000		4.15%	No	—		—		—		—		—		—		—
Clackamas Town Center	50%	108,000		2022	108,000		4.18%	No	—		—		—		—		—		—		—
Bridgewater Commons	35%	105,000		2022	105,000		3.34%	No	—		—		—		—		—		—		—
The Shoppes at River Crossing	50%	38,675		2023	35,026		3.75%	No	—		—		509		711		734		767		928
Carolina Place	50%	87,500		2023	75,542		3.84%	No	757		1,567		1,630		1,694		1,752		1,831		2,727
Union Square Portfolio	50%	25,000		2023	25,000		5.12%	No	—		—		—		—		—		—		—
Galleria at Tyler	50%	92,650		2023	76,716		5.05%	No	910		1,889		1,987		2,089		2,197		2,311		4,551



DEBT Detail, at Share¹ As of June 30, 2016 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Interest Rate	Parent Recourse as of 6/30/2016 ³	2016		2017		2018		2019		2020		2021		Subsequent
Park Meadows	35%	126,000		2023	112,734		4.60%	No	—		—		1,996		2,091		2,189		2,292		4,698
Stonebriar Centre	50%	140,000		2024	120,886		4.05%	No	—		804		2,477		2,579		2,686		2,797		7,771
Pinnacle Hills Promenade	50%	59,549		2025	48,805		4.13%	No	531		1,099		1,146		1,195		1,240		1,299		4,234
Altamonte Mall	50%	80,000		2025	69,045		3.72%	No	—		—		1,063		1,478		1,526		1,593		5,295
Alderwood	50%	174,185		2025	138,693		3.48%	No	1,702		3,512		3,638		3,769		3,888		4,043		14,940
Towson Town Center	35%	113,761		2025	97,713		3.82%	No	—		—		680		2,093		2,175		2,259		8,841
Perimeter Mall	50%	137,500		2026	137,500		3.96%	No	—		—		—		—		—		—		—
Glendale Galleria	50%	215,000		2026	190,451		4.06%	No	—		—		—		—		922		3,785		19,842
Unconsolidated Property Level		$	4,355,798		$	4,119,103	4.30%		$	12,244	$	25,900	$	32,900	$	35,376	$	31,130	$	25,318	$	73,827

Total Fixed Rate Debt		$	15,814,393		$	14,587,276	4.39%		$	80,626	$	165,963	$	177,781	$	181,969	$	176,814	$	146,081	$	297,883

Variable Rate

Consolidated Property Level
Columbia Mall	100%	$	100,000	2018	$	100,000	Libor + 175 bps	Yes - Full	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Market Place Shopping Center	100%	113,425		2018	113,425		Libor + 240 bps	No	—		—		—		—		—		—		—
Lynnhaven Mall	100%	235,000		2019	235,000		Libor + 185 bps	No	—		—		—		—		—		—		—
830 North Michigan	100%	85,000		2019	85,000		Libor + 160 bps	No	—		—		—		—		—		—		—
Westlake Center	100%	42,500		2019	42,500		Libor + 230 bps	No	—		—		—		—		—		—		—
200 Lafayette	100%	33,000		2019	33,000		Libor + 250 bps	No	—		—		—		—		—		—		—
Brass Mill Center ⁴	100%	66,779		2021	62,884		Libor + 175 bps	Yes - Partial	—		587		924		981		1,042		361		—
Columbiana Centre ⁴	100%	124,871		2021	117,588		Libor + 175 bps	Yes - Partial	—		1,096		1,728		1,835		1,948		676		—
Eastridge (WY) ⁴	100%	43,433		2021	40,900		Libor + 175 bps	Yes - Partial	—		381		601		638		678		235		—
Grand Teton Mall ⁴	100%	45,605		2021	42,945		Libor + 175 bps	Yes - Partial	—		401		631		670		711		247		—
Mayfair ⁴	100%	349,095		2021	328,736		Libor + 175 bps	Yes - Partial	—		3,065		4,831		5,129		5,445		1,889		—
Mondawmin Mall ⁴	100%	85,526		2021	80,539		Libor + 175 bps	Yes - Partial	—		749		1,184		1,257		1,334		463		—
North Town Mall ⁴	100%	86,866		2021	81,801		Libor + 175 bps	Yes - Partial	—		762		1,202		1,276		1,355		470		—
Oakwood ⁴	100%	71,231		2021	67,077		Libor + 175 bps	Yes - Partial	—		625		986		1,047		1,111		385		—
Oakwood Center ⁴	100%	87,138		2021	82,056		Libor + 175 bps	Yes - Partial	—		766		1,206		1,280		1,359		471		—
Pioneer Place ⁴	100%	127,585		2021	120,145		Libor + 175 bps	Yes - Partial	—		1,119		1,766		1,875		1,990		690		—
Red Cliffs Mall ⁴	100%	31,310		2021	29,484		Libor + 175 bps	Yes - Partial	—		276		433		460		488		169		—
River Hills Mall ⁴	100%	71,272		2021	67,116		Libor + 175 bps	Yes - Partial	—		625		986		1,047		1,112		386		—
Sooner Mall ⁴	100%	72,149		2021	67,942		Libor + 175 bps	Yes - Partial	—		634		998		1,060		1,125		390		—
Southwest Plaza ⁴	100%	115,967		2021	109,204		Libor + 175 bps	Yes - Partial	—		1,018		1,605		1,704		1,809		627		—
The Shops at Fallen Timbers ⁴	100%	21,174		2021	19,939		Libor + 175 bps	Yes - Partial	—		186		293		311		330		115		—
Consolidated Property Level		$	2,008,926		$	1,927,281	2.27%		$	—	$	12,290	$	19,374	$	20,570	$	21,837	$	7,574	$	—

Unconsolidated Property Level
Ala Moana Construction Loan ⁵	63%	$	246,570	2019	$	246,570	Libor + 190 bps	Yes - Partial	$	—	$	—	$	—	$	—	$	—	$	—	$	—
685 Fifth Avenue	50%	170,000		2019	170,000		Libor + 275 bps	No	—		—		—		—		—		—		—
Miami Design District	15%	71,318		2019	71,318		Libor + 250 bps	No	—		—		—		—		—		—		—
530 Fifth Avenue Senior	50%	95,000		2019	94,526		Libor + 325 bps	No	—		237		237		—		—		—		—
Bayside Marketplace	51%	127,500		2020	127,500		Libor + 205 bps	No	—		—		—		—		—		—		—
Baybrook LPC Construction Loan⁶	53%	39,649		2020	39,649		Libor + 200 bps	Yes - Partial	—		—		—		—		—		—		—
730 Fifth Avenue ⁷	37%	457,750		2020	457,750		Libor + 263 bps	No	—		—		—		—		—		—		—
Park Lane Construction Loan ⁸	50%	27,486		2020	27,486		Libor + 325 bps	Yes - Partial	—		—		—		—		—		—		—
85 Fifth Avenue	50%	30,000		2021	30,000		Libor + 275 bps	No	—		—		—		—		—		—		—



DEBT Detail, at Share¹ As of June 30, 2016 (In thousands)



									Amortization
Property	Own%	Proportionate Balance		Maturity Year ²	Balloon Pmt at Maturity		Interest Rate	Parent Recourse as of 6/30/2016 ³	2016		2017		2018		2019		2020		2021		Subsequent
Unconsolidated Property Level		$	1,265,273		$	1,264,799	3.24%		$	—	$	237	$	237	$	—	$	—	$	—	$	—


Consolidated Corporate
Junior Subordinated Notes Due 2036	100%	$	206,200	2036	$	206,200	Libor + 145 bps	Yes - Full	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Corporate Revolver	100%	90,000		2020	90,000		Libor + 155 bps	Yes - Full	—		—		—		—		—		—		—
Consolidated Corporate		$	296,200		$	296,200	2.06%		$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total Variable Rate Debt		$	3,570,399		$	3,488,280	2.60%		$	—	$	12,527	$	19,611	$	20,570	$	21,837	$	7,574	$	—

Total⁹		$	19,384,792		$	18,075,556	4.06%		$	80,626	$	178,490	$	197,392	$	202,539	$	198,651	$	153,655	$	297,883


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


2.	Assumes that all maturity extensions are exercised.


3.	Total recourse to GGP or its subsidiaries of approximately $1.3 billion, excluding the corporate revolver.


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


5.	Reflects the amount drawn as of June 30, 2016 on the $450.0 construction loan.


6.	Reflects the amount drawn as of June 30, 2016 on the $126.0 construction loan.


7.	Per the joint venture agreement approximately $915 million of the total property debt is associated with the retail units and approximately $335 million is associated with the upper units. GGP owns a 50% equity interest in the retail units, and as a result GGP's pro rata share of the property debt is approximately $458 million or 37%.


8.	Reflects the amount drawn as of June 30, 2016 on the $460.0 construction loan.


9.	Reflects amortization for the period subsequent to June 30, 2016.

Asset Transactions



ASSET TRANSACTIONS Summary of Asset Transactions For the Six Months Ended June 30, 2016 (In thousands)



Acquisitions
Closing Date		Property Name	Property Location	GGP Ownership %	Gross Purchase Price at Share ¹		Debt at Share		Net Equity at Share ¹

June 2016		218 W. 57th Street ²	New York City, NY	50.0%	$	40,750	$	—	$	15,100
February 2016		Spokane Valley Mall ³	Spokane, WA	100.0%	37,500		14,800		22,700
	Total				$	78,250	$	14,800	$	37,800

Dispositions
Closing Date		Property Name	Property Location	Sold Ownership %	Gross Proceeds at Share		Debt at Share		Net Proceeds at Share ¹

June 2016		Union Square- One Stockton ^4,5	San Fancisco, CA	49.8%	$	49,800	$	16,300	$	33,500
June 2016		Pioneer Place Office and Garage ⁵	Portland, OR	100.0%	121,750		—		116,000
January 2016		Owings Mills Mall	Owings Mills, MD	50.0%	11,559		—		11,559
January 2016		Eastridge Mall (CA)	San Jose, CA	100.0%	225,000		—		216,333
January 2016		Provo Towne Center	Provo, UT	75.0%	37,500		31,127		2,784
January 2016		522 Fifth Avenue ⁶	New York, NY	10.0%	27,666		8,624		19,042
	Total				$	473,275	$	56,051	$	399,218
Q3 Dispositions
		Property Name	Property Location	Sold Ownership %	Gross Proceeds at Share		Debt at Share		Net Proceeds at Share ¹

		Fashion Show ^{5, 7}	Las Vegas, NV	50.0%	$	1,250,000	$	420,000	$	830,000
		Newgate Mall ⁵	Ogden (Salt Lake City), UT	100.0%	69,500		58,000		8,400
		Rogue Valley Mall ⁵	Medford (Portland), Oregon	100.0%	61,500		54,500		7,000
	Total				$	1,381,000	$	532,500	$	845,400


1.	Includes closing costs.


2.	In conjunction with the acquisition, the Company also provided a $53.0 million loan to the joint venture. Net equity at share includes prorated working capital.


3.	GGP purchased an additional 25% interest to increase our total ownership to 100%.


4.	In addition, GGP received repayment of the loan to the joint venture partner of approximately $8.0 million.


5.	A portion of the sale proceeds will be used to pay down debt at Mall of Louisiana and Apache Mall, for details see debt summary on page 10.


6.	GGP has received net proceeds of $10 million and will receive the remaining $9 million in December 2016.


7.	GGP received $814 million in July and will receive the remaining $16 million in the third quarter.

Portfolio Operating Metrics



SAME STORE PORTFOLIO OPERATING METRICS Key Operating Performance Indicators As of and for the Six Months Ended June 30, 2016 (GLA in thousands)



GLA Summary
	Number of Properties	Mall and Freestanding	Anchor (GGP Owned)	Anchor (Tenant Owned)	Total Retail Property	Strip Center	Office	Total	Total at Share ¹	% Leased
Consolidated Retail Properties	85	36,674	12,031	33,058	81,763	1,210	797	83,770	50,280	96.0	%
Unconsolidated Retail Properties	37	17,389	4,944	13,919	36,252	450	1,395	38,097	12,160	96.3	%
Same Store Retail Properties²	122	54,063	16,975	46,976	118,015	1,660	2,192	121,867	62,440	96.1	%
Non-Same Store Retail Properties	6	1,591	150	1,447	3,188	—	189	3,377	1,409	92.3	%
Total Retail Properties	128	55,654	17,125	48,423	121,203	1,660	2,382	125,245	63,849	96.0	%

Non-Same Store Other Retail	1	256	—	—	256	—	—	256	90	99.5	%
Total Real Estate	129	55,910	17,125	48,423	121,459	1,660	2,382	125,501	63,939	96.0	%



Same Store Operating Metrics²

					In-Place Rent				Tenant Sales³
June 30, 2016	% Leased		% Occupied		<10K SF		All Less Anchors		<10K SF ⁴		All Less Anchors⁴		Occupancy Cost
Consolidated Retail Properties	96.0	%	95.3	%	$	67.03	$	53.66	$	516	$	12,076	13.5	%
Unconsolidated Retail Properties	96.3	%	94.6	%	92.66		77.81		723		8,124		13.1	%
Same Store Retail Properties	96.1	%	95.1	%	$	75.46	$	61.52	$	583	$	20,200	13.4	%

					In-Place Rent				Tenant Sales³
June 30, 2015	% Leased		% Occupied		<10K SF		All Less Anchors		<10K SF		All Less Anchors		Occupancy Cost

Consolidated Retail Properties	95.8	%	94.5	%	$	65.64	$	53.04	$	518	$	11,839	13.2	%
Unconsolidated Retail Properties	96.7	%	94.9	%	89.00		74.20		764		8,203		12.2	%
Same Store Retail Properties	96.1	%	94.6	%	$	73.28	$	60.01	$	597	$	20,042	12.8	%


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


2.	Same Store Metrics include all properties designated in the Property Schedule (pages 19-25) as "Total Same Store Retail Properties".


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


4.	Excluding Christiana Mall due to unusual changes in sales productivity, tenant sales per square foot (<10K SF) would have increased 0.1% and tenant sales all less anchors would have increased 2.8% on a trailing 12-month basis.



SAME STORE PORTFOLIO OPERATING METRICS ¹ Signed Leases All Less Anchors As of June 30, 2016



	Leasing Activity - All Leases

	Commencement 2016
	# of Leases	SF	Term (in years)	Initial Rent PSF	Average Rent PSF
New and Renewal Leases	1,502	5,582,534	7.6	$61.22	$68.10
Percent in Lieu/Gross	236	1,376,139	5.0	N/A	N/A
Total Leases	1,738	6,958,673	7.1	$61.22	$68.10

	Commencement 2017
	# of Leases	SF	Term (in years)	Initial Rent PSF	Average Rent PSF
New and Renewal Leases	167	1,078,578	9.1	$40.17	$44.87
Percent in Lieu/Gross	17	179,448	5.1	N/A	N/A
Total Leases	184	1,258,026	8.5	$40.17	$44.87



	SUITE TO SUITE - Lease Spread^2,3

	New and Renewal Leases
	# of Leases	SF	Term (in years)	Initial Rent PSF	Average Rent PSF	Expiring Rent PSF	Initial Rent Spread			Average Rent Spread
Trailing 12 Commencements	1,482	4,082,564	7.0	$67.99	$75.93	$59.82	$8.17	13.7	%	$16.11	26.9	%
Commencement 2016	1,174	3,577,924	7.0	$67.00	$74.86	$59.46	$7.54	12.7	%	$15.40	25.9	%
Commencement 2017	144	529,075	5.6	$59.12	$66.75	$52.97	$6.15	11.6	%	$13.78	26.0	%


1.	Same Store Metrics include all properties designated in the Property Schedule (pages 19-25) as "Total Same Store Retail Properties".


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


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



SAME STORE PORTFOLIO OPERATING METRICS ¹ Lease Expiration Schedule and Top Ten Tenants



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

Specialty Leasing	991	2,034	3.9%	$	44,752	$	22.00
2016	777	2,296	4.4%	140,230		61.06
2017	2,013	6,555	12.6%	362,213		55.26
2018	1,627	5,641	10.9%	347,484		61.59
2019	1,353	5,637	10.8%	327,719		58.14
2020	1,099	4,015	7.7%	250,229		62.32
2021	1,033	3,973	7.6%	253,968		63.93
2022	856	3,494	6.7%	230,701		66.04
2023	929	3,816	7.3%	279,142		73.14
2024	851	4,144	8.0%	306,071		73.86
Subsequent	1,764	10,359	19.9%	700,218		67.60
Total	13,293	51,965	100.0%	$	3,242,727	$	62.40
Vacant Space	792	2,098
Mall and Freestanding GLA	14,085	54,063



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

Limited Brands, Inc	Victoria's Secret, Bath & Body Works, PINK, Henri Bendel	3.6%
The Gap, Inc	Gap, Banana Republic, Old Navy, Athleta	2.8%
Foot Locker, Inc	Footlocker, Champs Sports, Footaction USA, House of Hoops, SIX:02	2.8%
Forever 21, Inc	Forever 21	2.2%
Abercrombie & Fitch Stores, Inc	Abercrombie, Abercrombie & Fitch, Hollister	2.1%
Express, Inc	Express, Express Men	2.0%
Ascena Retail Group	Dress Barn, Justice, Lane Bryant, Maurices, Ann Taylor, Loft	1.8%
Signet Jewelers Limited	Zales, Gordon's, Kay, Jared	1.7%
Genesco Inc	Journeys, Lids, Underground Station, Johnston & Murphy	1.6%
Luxottica Group S.P.A.	Lenscrafters, Sunglass Hut, Pearle Vision	1.5%
Totals		22.1%


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



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2016



Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA ¹	Retail Percentage Leased
Consolidated Retail Properties
200 Lafayette	Pirch	100	%	New York, NY	27,972	—	—	—	—	27,972	100.0	%
830 N. Michigan Ave.	Uniqlo, Topshop	100	%	Chicago, IL	117,411	—	—	—	—	117,411	100.0	%
Apache Mall	Herberger's, JCPenney, Macy's	100	%	Rochester, MN	413,237	206,326	162,790	—	—	782,353	99.0	%
Augusta Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Augusta, GA	502,001	—	597,223	—	—	1,099,224	97.8	%
Baybrook Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Friendswood (Houston), TX	674,030	96,605	720,931	—	—	1,491,566	99.8	%
Beachwood Place	Dillard's, Nordstrom, Saks Fifth Avenue	100	%	Beachwood, OH	321,154	317,347	247,000	95,542	—	981,043	97.0	%
Bellis Fair	JCPenney, Kohl's, Macy's, Target	100	%	Bellingham (Seattle), WA	436,839	100,400	237,910	—	—	775,149	92.7	%
Boise Towne Square	Dillard's, JCPenney, Macy's, Sears, Kohl's	100	%	Boise, ID	423,401	425,556	247,714	114,687	—	1,211,358	96.4	%
Brass Mill Center	Burlington Coat Factory, JCPenney, Macy's, Sears	100	%	Waterbury, CT	444,756	218,339	319,391	197,087	—	1,179,573	96.4	%
Coastland Center	Dillard's, JCPenney, Macy's, Sears	100	%	Naples, FL	337,434	123,921	466,469	—	—	927,824	96.0	%
Columbia Mall	Dillard's, JCPenney, Sears, Target	100	%	Columbia, MO	314,338	85,972	335,088	—	—	735,398	94.2	%
Columbiana Centre	Belk, Dillard's, JCPenney	100	%	Columbia, SC	269,301	160,276	360,643	—	—	790,220	98.9	%
Coral Ridge Mall	Dillard's, JCPenney, Target, Younkers	100	%	Coralville (Iowa City), IA	520,899	—	540,961	—	—	1,061,860	97.0	%
Coronado Center	JCPenney, Kohl's, Macy's, Sears	100	%	Albuquerque, NM	524,992	305,503	281,144	—	—	1,111,639	98.9	%
Crossroads Center	JCPenney, Macy's, Sears, Target	100	%	St. Cloud, MN	366,989	294,167	229,275	—	—	890,431	97.4	%
Cumberland Mall	Macy's, Sears	100	%	Atlanta, GA	534,298	—	500,575	—	—	1,034,873	98.1	%
Deerbrook Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Humble (Houston), TX	556,189	—	653,540	—	—	1,209,729	100.0	%
Eastridge Mall WY	JCPenney, Macy's, Sears, Target	100	%	Casper, WY	280,140	213,913	75,883	—	—	569,936	88.8	%
Fashion Place	Dillard's, Nordstrom	100	%	Murray, UT	414,622	162,000	337,600	—	—	914,222	98.3	%
Fashion Show	Dillard's, Macy's, Macy's Men's, Neiman Marcus, Nordstrom, Saks Fifth Avenue	100	%	Las Vegas, NV	842,757	271,635	761,653	—	—	1,876,045	99.5	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2016



Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA ¹	Retail Percentage Leased
Four Seasons Town Centre	Dillard's, JCPenney	100	%	Greensboro, NC	438,409	429,969	212,047	—	—	1,080,425	94.2	%
Fox River Mall	JCPenney, Macy's, Sears, Target, Younkers	100	%	Appleton, WI	594,717	30,000	564,914	—	—	1,189,631	97.6	%
Glenbrook Square	JCPenney, Macy's, Sears, Carson's	100	%	Fort Wayne, IN	448,000	555,870	221,000	—	—	1,224,870	90.6	%
Governor's Square	Dillard's, JCPenney, Macy's, Sears	100	%	Tallahassee, FL	339,366	—	691,605	—	—	1,030,971	97.0	%
Grand Teton Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Idaho Falls, ID	213,122	199,062	124,863	93,274	—	630,321	92.0	%
Greenwood Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Bowling Green, KY	422,523	156,096	272,957	—	—	851,576	99.1	%
Hulen Mall	Dillard's, Macy's, Sears	100	%	Ft. Worth, TX	394,884	—	596,570	—	—	991,454	97.2	%
Jordan Creek Town Center	Dillard's, Younkers	100	%	West Des Moines, IA	745,292	—	349,760	259,733	—	1,354,785	97.0	%
Lynnhaven Mall	Dillard's, JCPenney, Macy's	100	%	Virginia Beach, VA	641,500	150,434	380,958	—	—	1,172,892	98.5	%
Mall Of Louisiana	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears	100	%	Baton Rouge, LA	623,553	—	805,630	143,634	—	1,572,817	97.0	%
Mall St. Matthews	Dillard's, Dillard's Men's & Home, JCPenney	100	%	Louisville, KY	505,090	—	514,135	—	—	1,019,225	98.1	%
Market Place Shopping Center	Bergner's, JCPenney, Macy's	100	%	Champaign, IL	498,909	234,834	149,980	—	—	883,723	96.6	%
Mayfair	Boston Store, Macy's, Nordstrom	100	%	Wauwatosa (Milwaukee), WI	620,631	288,596	360,407	—	315,739	1,585,373	97.3	%
Meadows Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Las Vegas, NV	308,056	—	636,853	—	—	944,909	96.9	%
Mondawmin Mall		100	%	Baltimore, MD	385,535	—	—	—	65,528	451,063	99.4	%
Newgate Mall	Dillard's, Sears, Burlington Coat Factory	100	%	Ogden (Salt Lake City), UT	331,756	218,874	118,919	—	—	669,549	97.6	%
North Point Mall	Dillard's, JCPenney, Macy's, Sears, Von Maur	100	%	Alpharetta (Atlanta), GA	428,199	539,850	363,151	—	—	1,331,200	92.6	%
North Star Mall	Dillard's, JCPenney, Macy's, Saks Fifth Avenue	100	%	San Antonio, TX	517,935	207,196	522,126	—	—	1,247,257	99.3	%
Northridge Fashion Center	JCPenney, Macy's, Sears	100	%	Northridge (Los Angeles), CA	639,841	—	824,443	—	—	1,464,284	96.3	%
Northtown Mall	JCPenney, Kohl's, Macy's, Sears	100	%	Spokane, WA	429,627	276,488	242,392	—	—	948,507	87.9	%
Oak View Mall	Dillard's, JCPenney, Sears, Younkers	100	%	Omaha, NE	255,261	149,326	454,860	—	—	859,447	85.8	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2016



Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA ¹	Retail Percentage Leased
Oakwood Center	Dillard's, JCPenney, Sears	100	%	Gretna, LA	393,117	—	514,028	—	—	907,145	97.8	%
Oakwood Mall	JCPenney, Macy's, Sears, Younkers	100	%	Eau Claire, WI	402,286	116,620	298,224	—	—	817,130	94.1	%
Oglethorpe Mall	Belk, JCPenney, Macy's, Sears	100	%	Savannah, GA	401,233	220,824	315,760	—	—	937,817	97.7	%
Oxmoor Center	Macy's, Sears, Von Maur	94	%	Louisville, KY	351,326	156,000	411,210	—	—	918,536	95.5	%
Paramus Park	Macy's, Sears	100	%	Paramus, NJ	305,845	169,634	289,423	—	—	764,902	99.2	%
Park City Center	Bon Ton, Boscov's, JCPenney, Kohl's, Sears	100	%	Lancaster (Philadelphia), PA	531,771	514,917	384,980	—	3,268	1,434,936	92.7	%
Park Place	Dillard's, Macy's, Sears	100	%	Tucson, AZ	473,303	—	581,457	—	—	1,054,760	98.6	%
Peachtree Mall	Dillard's, JCPenney, Macy's	100	%	Columbus, GA	301,038	307,539	201,076	—	12,600	822,253	93.3	%
Pecanland Mall	Belk, Burlington Coat Factory, Dillard's, JCPenney, Sears	100	%	Monroe, LA	348,687	19,962	595,474	—	—	964,123	95.0	%
Pembroke Lakes Mall	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears	100	%	Pembroke Pines (Fort Lauderdale), FL	354,054	395,219	386,056	—	—	1,135,329	96.4	%
Pioneer Place		100	%	Portland, OR	348,643	—	—	—	—	348,643	83.3	%
Prince Kuhio Plaza	Macy's, Sears	100	%	Hilo, HI	308,857	124,547	61,873	—	—	495,277	96.4	%
Providence Place	Macy's, Nordstrom	94	%	Providence, RI	733,830	—	513,816	—	4,304	1,251,950	95.9	%
Quail Springs Mall	Dillard's, JCPenney	100	%	Oklahoma City, OK	448,900	—	359,896	—	—	808,796	96.3	%
Red Cliffs Mall	Dillard's, JCPenney, Sears	100	%	St. George, UT	155,757	235,031	—	57,304	—	448,092	98.2	%
Ridgedale Center	JCPenney, Macy's, Sears, Nordstrom	100	%	Minnetonka, MN	315,248	343,072	457,868	—	—	1,116,188	98.8	%
River Hills Mall	Herberger's, JCPenney, Sears, Target	100	%	Mankato, MN	352,712	189,559	174,383	—	—	716,654	95.0	%
Rivertown Crossings	JCPenney, Kohl's, Macy's, Sears, Younkers	100	%	Grandville (Grand Rapids), MI	631,647	—	635,625	—	—	1,267,272	94.8	%
Rogue Valley Mall	JCPenney, Kohl's, Macy's, Macy's Home Store	100	%	Medford (Portland), OR	280,169	170,625	186,359	—	—	637,153	82.4	%
Sooner Mall	Dillard's, JCPenney, Sears	100	%	Norman, OK	237,403	129,823	137,082	—	—	504,308	98.1	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2016



Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA ¹	Retail Percentage Leased
Spokane Valley Mall	JCPenney, Macy's, Sears	100	%	Spokane, WA	350,545	126,243	251,366	138,002	—	866,156	90.4	%
Staten Island Mall	Macy's, Sears, JCPenney	100	%	Staten Island, NY	526,395	190,441	466,922	83,151	—	1,266,909	94.1	%
Stonestown Galleria	Macy's, Nordstrom	100	%	San Francisco, CA	407,456	160,505	267,788	—	—	835,749	95.2	%
The Crossroads	Burlington Coat Factory, JCPenney, Macy's, Sears	100	%	Portage (Kalamazoo), MI	266,414	—	502,961	—	—	769,375	89.9	%
The Gallery At Harborplace		100	%	Baltimore, MD	113,127	—	—	—	283,321	396,448	76.7	%
The Maine Mall	Bon Ton, JCPenney, Macy's, Sears	100	%	South Portland, ME	516,488	120,844	377,662	—	600	1,015,594	98.3	%
The Mall In Columbia	JCPenney, Lord & Taylor, Macy's, Nordstrom, Sears	100	%	Columbia, MD	633,955	351,168	449,000	—	—	1,434,123	95.9	%
The Oaks Mall	Belk, Dillard's, JCPenney, Macy's, Sears	100	%	Gainesville, FL	348,237	233,367	324,500	—	—	906,104	93.6	%
The Parks Mall at Arlington	Dillard's, JCPenney, Macy's, Sears	100	%	Arlington (Dallas), TX	761,948	—	748,945	—	—	1,510,893	98.7	%
The Shoppes At Buckland Hills	JCPenney, Macy's, Macy's Men's & Home, Sears	100	%	Manchester, CT	560,173	—	512,611	—	—	1,072,784	93.5	%
The Shops At Fallen Timbers	Dillard's, JCPenney	100	%	Maumee, OH	351,139	—	261,502	—	—	612,641	92.6	%
The Shops at La Cantera	Dillard's, Macy's, Neiman Marcus, Nordstrom	75	%	San Antonio, TX	618,786	—	627,597	—	73,063	1,319,446	98.2	%
The Streets At Southpoint	Belk, JCPenney, Macy's, Nordstrom, Sears	94	%	Durham, NC	608,275	—	726,347	—	—	1,334,622	99.1	%
The Woodlands Mall	Dillard's, JCPenney, Macy's, Nordstrom	100	%	Woodlands (Houston), TX	625,190	—	713,438	—	38,905	1,377,533	98.3	%
Town East Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Mesquite (Dallas), TX	414,384	—	809,386	—	—	1,223,770	95.1	%
Tucson Mall	Dillard's, JCPenney, Macy's, Sears	100	%	Tucson, AZ	612,803	—	641,458	27,305	—	1,281,566	94.1	%
Tysons Galleria	Macy's, Neiman Marcus, Saks Fifth Avenue	100	%	McLean (Washington, D.C.), VA	284,814	—	511,933	—	—	796,747	94.8	%
Valley Plaza Mall	JCPenney, Macy's, Sears, Target	100	%	Bakersfield, CA	517,979	364,792	292,176	—	—	1,174,947	99.2	%
Visalia Mall	JCPenney, Macy's	100	%	Visalia, CA	178,146	257,000	—	—	—	435,146	93.4	%
Westlake Center		100	%	Seattle, WA	102,706	—	—	—	—	102,706	98.5	%
Westroads Mall	JCPenney, Von Maur, Younkers	100	%	Omaha, NE	517,796	—	529,036	—	—	1,046,832	95.7	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2016



Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA ¹	Retail Percentage Leased
White Marsh Mall	JCPenney, Macy's, Macy's Home Store, Sears, Boscov's	100	%	Baltimore, MD	437,309	257,345	466,010	—	—	1,160,664	94.5	%
Willowbrook	Bloomingdale's, Lord & Taylor, Macy's, Sears	100	%	Wayne, NJ	488,871	2,060	1,028,000	—	—	1,518,931	100.0	%
Woodbridge Center	Boscov's, JCPenney, Lord & Taylor, Macy's, Sears	100	%	Woodbridge, NJ	650,464	455,739	560,935	—	—	1,667,138	92.1	%
Total Consolidated Retail Properties				Count: 85	36,674,192	12,031,431	33,057,523	1,209,719	797,328	83,770,193	96.0	%

Unconsolidated Retail Properties
530 Fifth Avenue	Fossil, Desigual, Chase Bank	50	%	New York, NY	57,720	—	—	—	—	57,720	100.0	%
685 Fifth Avenue	Coach	50	%	New York, NY	23,374	—	—	—	85,615	108,989	100.0	%
Ala Moana Center	Macy's, Neiman Marcus, , Bloomingdale's, Nordstrom	63	%	Honolulu, HI	1,173,949	1,035,686	—	14,042	361,466	2,585,143	90.8	%
Alderwood	JCPenney, Macy's, Nordstrom, Sears	50	%	Lynnwood (Seattle), WA	578,314	177,679	528,219	39,007	—	1,323,219	99.2	%
Altamonte Mall	Dillard's, JCPenney, Macy's, Sears	50	%	Altamonte Springs (Orlando), FL	481,041	158,658	519,890	—	—	1,159,589	93.3	%
Bayside Marketplace		51	%	Miami, FL	204,118	—	—	—	1,103	205,221	97.5	%
Bridgewater Commons	Bloomingdale's, Lord & Taylor, Macy's	35	%	Bridgewater, NJ	405,839	150,525	352,351	92,584	—	1,001,299	96.9	%
Carolina Place	Belk, Dillard's, JCPenney, Macy's, Sears	50	%	Pineville (Charlotte), NC	386,359	277,404	496,098	—	—	1,159,861	95.0	%
Christiana Mall	JCPenney, Macy's, Nordstrom, Target	50	%	Newark, DE	625,929	—	641,312	—	—	1,267,241	100.0	%
Clackamas Town Center	JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears	50	%	Happy Valley, OR	638,520	—	774,842	—	—	1,413,362	99.5	%
First Colony Mall	Dillard's, Dillard's Men's & Home, JCPenney, Macy's	50	%	Sugar Land, TX	513,916	—	619,048	—	—	1,132,964	96.1	%
Florence Mall	JCPenney, Macy's, Macy's Home Store, Sears	50	%	Florence (Cincinnati, OH), KY	388,560	—	552,407	—	—	940,967	89.5	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2016



Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA ¹	Retail Percentage Leased
Galleria at Tyler	JCPenney, Macy's, Nordstrom	50	%	Riverside, CA	559,691	—	468,208	—	—	1,027,899	96.4	%
Glendale Galleria	Bloomingdale's, JCPenney, Macy's, Target	50	%	Glendale, CA	505,317	305,000	525,000	—	139,013	1,474,330	97.6	%
Kenwood Towne Centre	Dillard's, Macy's, Nordstrom	50	%	Cincinnati, OH	519,698	240,656	400,665	—	—	1,161,019	99.8	%
Mizner Park	Lord & Taylor	47	%	Boca Raton, FL	175,346	79,822	—	—	263,338	518,506	97.3	%
Natick Mall	Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom	50	%	Natick (Boston), MA	747,589	194,722	558,370	—	—	1,500,681	97.6	%
Neshaminy Mall	Boscov's, Macy's, Sears	50	%	Bensalem, PA	445,339	215,586	418,595	—	—	1,079,520	93.1	%
Northbrook Court	Lord & Taylor, Macy's, Neiman Marcus	50	%	Northbrook (Chicago), IL	478,229	126,000	410,277	—	—	1,014,506	91.3	%
Oakbrook Center	Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears	48	%	Oak Brook (Chicago), IL	1,077,692	606,081	467,863	—	232,811	2,384,447	97.2	%
Otay Ranch Town Center	Macy's	50	%	Chula Vista (San Diego), CA	514,646	—	140,000	—	—	654,646	97.9	%
Park Meadows	Dillard's, JCPenney, Macy's, Nordstrom	35	%	Lone Tree, CO	753,033	—	823,000	—	—	1,576,033	97.6	%
Perimeter Mall	Dillard's, Macy's, Nordstrom, Von Maur	50	%	Atlanta, GA	510,693	222,056	831,218	—	—	1,563,967	95.2	%
Pinnacle Hills Promenade	Dillard's, JCPenney	50	%	Rogers, AR	359,079	98,540	162,140	304,505	65,871	990,135	96.0	%
Plaza Frontenac	Neiman Marcus, Saks Fifth Avenue	55	%	St. Louis, MO	224,518	125,669	135,044	—	—	485,231	97.7	%
Riverchase Galleria	Belk, JCPenney, Macy's, Sears, Von Maur	50	%	Hoover (Birmingham), AL	559,731	260,913	610,026	—	—	1,430,670	94.3	%
Saint Louis Galleria	Dillard's, Macy's, Nordstrom	74	%	St. Louis, MO	467,490	—	714,052	—	—	1,181,542	93.2	%
Stonebriar Centre	Dillard's, JCPenney, Macy's, Nordstrom, Sears	50	%	Frisco (Dallas), TX	838,103	162,018	703,174	—	—	1,703,295	97.7	%
The Grand Canal Shoppes	Barneys New York	50	%	Las Vegas, NV	651,485	84,743	—	—	34,088	770,316	99.5	%
The Shops at Bravern	Neiman Marcus	40	%	Bellevue, WA	111,886	124,637	—	—	—	236,523	100.0	%
The Shoppes at River Crossing	Belk, Dillard's	50	%	Macon, GA	403,098	—	333,219	—	—	736,317	99.2	%
Towson Town Center	Macy's, Nordstrom	35	%	Towson, MD	601,798	—	419,129	—	—	1,020,927	96.3	%
Union/Geary	Bulgari	50	%	San Francisco, CA	22,208	—	—	—	19,507	41,715	100.0	%
Shops at Merrick Park	Neiman Marcus, Nordstrom	55	%	Coral Gables, FL	412,871	—	330,000	—	101,263	844,134	98.3	%
Water Tower Place	Macy's	47	%	Chicago, IL	408,287	297,618	—	—	88,409	794,314	98.5	%



PORTFOLIO OPERATING METRICS Property Schedule As of June 30, 2016



Property Name	Anchors	Own %		Location	Mall and Freestanding GLA	Anchor GLA (GGP Owned)	Anchor GLA (Tenant Owned)	Strip Center GLA	Office GLA	Total GLA ¹	Retail Percentage Leased
Whaler's Village		50	%	Lahaina, HI	104,014	—	—	—	2,557	106,571	93.6	%
Willowbrook Mall	Dillard's, JCPenney, Macy's, Macy's Men's, Sears	50	%	Houston, TX	459,807	—	984,372	—	—	1,444,179	93.3	%
Total Unconsolidated Retail Properties				Count: 37	17,389,287	4,944,013	13,918,519	450,138	1,395,041	38,096,998	96.3	%
Total Same Store Retail Properties ²				Count: 122	54,063,479	16,975,444	46,976,042	1,659,857	2,192,369	121,867,190	96.1	%

Non-Same Store Retail Properties
Southwest Plaza	Dillard's, JCPenney, Macy's, Sears	100	%	Littleton, CO	572,391	34,545	541,851	—	64,817	1,213,604	97.8	%
730 Fifth Avenue	Bulgari, Mikimoto, Piaget	50	%	New York, NY	69,114	—	—	—	32,672	101,786	100.0	%
85 Fifth Avenue	Anthropologie	50	%	New York, NY	12,946	—	—	—	—	12,946	100.0	%
218 W 57th Street		50	%	New York, NY	35,304	—	—	—	—	35,304	—	%
Lakeside Mall	JCPenney, Lord & Taylor, Macy's, Macy's Men's & Home, Sears	100	%	Sterling Heights, MI	483,227	115,300	905,418	—	—	1,503,945	84.4	%
Miami Design District ³	Bulgari, Fendi, Hermes, Louis Vuitton, Prada, Valentino	13	%	Miami, FL	417,943	—	—	—	91,917	509,860	100.0	%
Total Retail Properties				Count: 128	55,654,404	17,125,289	48,423,311	1,659,857	2,381,775	125,244,635	96.0	%

Non-Same Store Other Retail
Shopping Leblon		35	%	Rio de Janeiro, Brazil	256,045	—	—	—	—	256,045	99.5	%
Total Non-Same Store Other Retail				Count: 1	256,045	—	—	—	—	256,045	99.5	%


1.	Excludes space under development.


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


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

Miscellaneous



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



	June 30, 2016

Closing common stock price per share	$	29.82
52 Week High¹	30.30
52 Week Low¹	24.22

Portfolio Net Debt, At Share
Portfolio Debt
Fixed	$	15,814,393
Variable	3,595,741
Proportionate Portfolio Debt	19,410,134
Less: Proportionate Cash and Cash Equivalents	(431,540		)
Proportionate Portfolio Net Debt	$	18,978,594

Portfolio Capitalization Data
Proportionate Portfolio Net Debt	$	18,978,594
Preferred Securities:
Convertible Preferred Units at 6.50%	26,637
Convertible Preferred Units at 7.00%	25,133
Convertible Preferred Units at 8.50%	116,313
Preferred Stock at 6.375%	250,000
Other Preferred Stock	360
Total Preferred Securities	$	418,443

Common stock and Operating Partnership units outstanding at end of period²	$	26,574,719
Total Market Capitalization at end of period	$	45,971,756


1.	52-week pricing information includes the intra-day highs and lows.


2.	Amount calculated as outstanding shares at the end of the period multiplied by the closing share price plus outstanding partnership units multiplied by a conversion rate of approximately 1.04 multiplied by the closing share price.



MISCELLANEOUS Change in Total Common and Equivalent Shares



Rollforward of Shares to June 30, 2016	LTIP Units	Operating Partnership Units	Company Common Shares	Total Common Shares & Operating Partnership Units
			(In thousands)
Common Shares and Operating Partnership Units ("OP Units") Outstanding at December 31, 2015	1,646	4,585	882,397	888,628
DRIP	—	—	14	14
Issuance of stock for restricted stock grants, net of forfeitures and stock options exercised	61	—	2,129	2,190
Issuance of stock for employee stock purchase program	—	—	88	88
Common Shares and OP Units Outstanding at June 30, 2016	1,707	4,585	884,628	890,920

Common Shares issuable assuming exercise of warrants ¹			63,770
Common Shares issuable assuming exercise of in-the-money stock options ²			6,766
Common Shares issuable assuming exchange of OP Units			6,543
Diluted Common Shares and OP Units Outstanding at June 30, 2016			961,707



	Three Months Ended		Six Months Ended
	June 30, 2016	June 30, 2015	June 30, 2016	June 30, 2015
	(In thousands)		(In thousands)
Weighted average number of company shares outstanding	883,381	886,218	883,027	885,842
Weighted average number of stock options ³	6,778	6,994	6,697	7,540
Weighted average number of GAAP dilutive warrants	62,131	59,377	61,505	60,104
Diluted weighted average number of Company shares outstanding - GAAP EPS	952,290	952,589	951,229	953,486

Weighted average number of common units	4,768	4,795	4,768	4,797
Weighted average number of LTIP Units	1,775	1,732	1,758	1,495
Diluted weighted average number of Company shares outstanding - FFO/Company FFO	958,833	959,116	957,755	959,778


1.	GGP has 73.9 million warrants outstanding convertible to 1.2213 Common Shares with a weighted average exercise price of $8.7584, with a scheduled expiration of November 9, 2017. 16.4 million warrants must be satisfied through net share settlement, with the remainder through either a net or full share settlement feature at the option of the holder.

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



Warrants	Weighted Average Exercise Price	Expiration Date	Impact of Dividend issued to stockholders of record as of April 15, 2016 ⁴		Impact of settling warrants via net share settlement⁵
$57,500,000	$8.8039	Nov 9, 2017	Reduces exercise price to $8.8039	Increases number of Common shares per warrant to 1.2213	Net share: 70,224,750 x [29.82 - 8.8039] /29.82 = 48,491,964 shares delivered
$16,428,571	$8.5992	Nov 9, 2017	Reduces exercise price to $8.5992	Increases number of Common shares per warrant to 1.2213	Net share: 20,064,214 x [29.82 - 8.5992] /29.82 = 14,278,292 shares delivered
73,928,571	$8.7584				63,770,256 shares delivered


2.	The options are included at net share settlement.


3.	The impact of the stock options are dilutive under GAAP and FFO in 2016 and 2015.


4.	Based on dividend of $0.19 per share issued to stockholders of record on April 15, 2016.


5.	Based on stock price of $29.82 on June 30, 2016.



MISCELLANEOUS Development Summary



Property¹	Description	GGP's Total Projected Share of Cost		GGP's Investment to Date ²		Expected Return on Investment ³	Stabilized Year
Major Development Summary (in millions, at share unless otherwise noted)
Under Construction
Ala Moana Center	Nordstrom box repositioning	$	53	$	35	9-10%	2018
Honolulu, HI

Staten Island Mall	Expansion	199		18		8-9%	2019
Staten Island, NY

Other Projects	Redevelopment projects at various malls	241		99		6-8%	2017-2018
Various Malls

	Total Projects Under Construction	$	493	$	152

Projects in Pipeline
New Mall Development	Ground up mall development	$	285	$	47	8-10%	2020
Norwalk, CT

Other Projects	Redevelopment projects at various malls	267		90		8-9%	TBD
Various Malls

	Total Projects in Pipeline	$	552	$	137


1.	See Property Schedule on pages 19-25 for GGP ownership percentage for each individual property.


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


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



MISCELLANEOUS Proportionate Capital Expenditures



Expenditures ($ in thousands)

	Six Months Ended		Six Months Ended
	June 30, 2016		June 30, 2015

Operating Capital expenditures	$	68,631	$	67,696
Tenant allowances and capitalized leasing costs	71,390		76,047
Total	$	140,021	$	143,743



MISCELLANEOUS Corporate Information



Reporting Calendar
Results will be announced according to the following approximate schedule:
	Quarter	Earnings Release Date	Earnings Call Date
	Q3 2016	October 31, 2016	November 1, 2016



Stock Information
Common Stock
NYSE: GGP

6.375% Series A Cumulative Redeemable Perpetual Preferred Stock (Series A Preferred Stock)
NYSE: GGP PrA



Security	Quarter	Declaration Date	Record Date	Date Payable or Paid	Dividend per Share
Common Stock	Q3 2016	August 1, 2016	October 14, 2016	October 31, 2016	$0.2000
Common Stock	Q2 2016	May 2, 2016	July 15, 2016	July 29, 2016	$0.1900
Common Stock	Q1 2016	February 1, 2016	April 15, 2016	April 29, 2016	$0.1900
Common Stock	Q4 2015	November 2, 2015	December 15, 2015	January 4, 2016	$0.1900
Common Stock	Q3 2015	September 1, 2015	October 15, 2015	October 30, 2015	$0.1800
Common Stock	Q2 2015	May 21, 2015	July 15, 2015	July 31, 2015	$0.1700
Series A Preferred Stock	Q3 2016	August 1, 2016	September 15, 2016	October 3, 2016	$0.3984
Series A Preferred Stock	Q2 2016	May 2, 2016	June 15, 2016	July 1, 2016	$0.3984
Series A Preferred Stock	Q1 2016	February 1, 2016	March 15, 2016	April 1, 2016	$0.3984
Series A Preferred Stock	Q4 2015	November 2, 2015	December 15, 2015	January 4, 2016	$0.3984
Series A Preferred Stock	Q3 2015	September 1, 2015	September 15, 2015	October 1, 2015	$0.3984
Series A Preferred Stock	Q2 2015	May 21, 2015	June 15, 2015	July 1, 2015	$0.3984



Investor Relations				Transfer Agent

Kevin Berry				American Stock Transfer & Trust Company, LLC
Senior Vice President, Investor and Public Relations				6201 15th Avenue
Phone (312) 960-5529				Brooklyn, NY 11219
kevin.berry@ggp.com				Phone: (866) 627-2643
				Foreign Investor Line:
				+1 718 921-8124



MISCELLANEOUS Glossary of Terms



Terms		Description
Gross Leasable Area (GLA)		Total gross leasable space at 100%.
Mall and Freestanding		Inline mall shop and outparcel retail locations (locations that are not attached to the primary complex of buildings that comprise a shopping center). Excludes anchor stores and development space.
Anchor/Traditional Anchor		Department stores whose merchandise appeals to a broad range of shoppers. Anchors either own their stores, the land under them and adjacent parking areas, or enter into long-term leases at rates that are generally lower than the rents charged to mall store tenants.
Strip Center		An attached row of stores or service outlets managed as a coherent retail entity, with on-site parking usually located in front of the stores. Open canopies may connect the storefronts, but a strip center does not have enclosed walkways linking the stores.
Office		Leasable office space, either peripheral to a retail center or a stand-alone office building without a retail component.
Specialty Leasing		Temporary tenants on license agreements (as opposed to leases) with terms in excess of twelve months. License agreements are cancellable by the Company with 60 days notice.
Company Same Store NOI		Company NOI that excludes the periodic effects of acquisitions of new properties, reductions in ownership as a result of sales or other transactions, and certain redevelopments and other properties. We do not include an acquired property in our Company Same Store NOI until the operating results for that property have been included in our consolidated results for one full calendar year. Properties that we sell are excluded from Company Same Store NOI once the transaction has closed.
Company Non-Same Store NOI		Includes the periodic effects of acquisitions of new properties and certain redevelopments and other properties. See Property Schedule for full list of Non-Same Store properties.
Company NOI		Company Same Store NOI plus Company Non-Same Store NOI. Excludes reductions in ownership as a result of sales or other transactions.
Company EBITDA		Company NOI plus management fees and other corporate revenues, property management and other costs and general and administrative expense. Excludes reductions in ownership as a result of sales or other transactions.
Sold Interests		Reduction in ownership as a result of sales or other transactions, excluded from Company NOI and Company EBITDA, included in Company FFO.



Operating Metrics		Description
Leased		Leased area represents the sum of: (1) tenant occupied space under lease, (2) all leases signed for currently vacant space, and (3) tenants no longer occupying space, but still paying rent for all inline mall shop and outparcel retail locations, excluding anchors (Leased Area). Leased percentage is the Leased Area over the Mall and Freestanding Area.
Occupied		Occupied area represents the sum of: (1) tenant occupied space under lease, (2) tenants no longer occupying space, but still paying rent, and (3) tenants with a signed lease paying rent, but not yet opened for all inline mall shop and outparcel retail locations, excluding anchors (Occupied Area). Occupied percentage is the Occupied Area over the Mall and Freestanding Area.
Tenant Sales		Comparative rolling twelve month sales.
Occupancy Cost		Ratio of total tenant charges to comparative sales for inline mall tenants that opened at less than 10,000 square feet.
In-Place Rent		Weighted average rental rate of mall stores as of a point in time. Rent is presented on a cash basis and consists of base minimum rent and common area costs.
Expiring Rent		Represents rent at the end of the lease consisting of base minimum rent and common area costs.
Initial Rent		Represents initial rent at the time of rent commencement consisting of base minimum rent and common area costs.
Average Rent		Represents average rent over the term consisting of base minimum rent and common area costs.
Initial Rent Spread		Dollar spread between Initial Rent and Expiring Rent.
Average Rent Spread		Dollar spread between Average Rent and Expiring Rent.

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