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TABLE OF CONTENTS
GENERAL GROWTH PROPERTIES,GGP INC.
Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)  
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20152017
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                  to                        
COMMISSION FILE NUMBER 1-34948
GENERAL GROWTH PROPERTIES,GGP INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
27-2963337
(I.R.S. Employer
Identification Number)
   
110350 N. Wacker Dr.Orleans St., Suite 300, Chicago, IL
(Address of principal executive offices)
 
6060660654
(Zip Code)
(312) 960-5000
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
   
Title of Each Class: Name of Each Exchange on Which Registered:
Common Stock, $.01 par value New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: 6.375% Series A Cumulative Redeemable Preferred Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definition of "accelerated filer", "large accelerated filer" and, "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (Check one):
       
Large accelerated filer ý
 
Accelerated filer o
 
Non-accelerated filer o
 (Do not check if a
smaller reporting company)
 
Smaller reporting company o
Emerging growth company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý
Indicate by check mark whether the registrant has filed all reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes ý    No o
On June 30, 2015,2017, the last business day of the most recently completed second quarter of the registrant, the aggregate market value of the shares of common stock held by non-affiliates of the registrant was $15.0$14.7 billion based upon the closing price of the common stock on such date.
As of February 17, 2016,19, 2018, there were 882,505,167957,017,459 shares of the registrant's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual stockholders meeting to be held on May 17, 2016June 19, 2018 are incorporated by reference into Part III.
 


Table of Contents

GENERAL GROWTH PROPERTIES,
GGP INC.
Annual Report on Form 10-K
December 31, 20152017
TABLE OF CONTENTS
Item No. 
Page
Number
 
Page
Number
  
  
  
  


i

Table of Contents

PART I

ITEM 1.    BUSINESS

The following discussion should be read in conjunction with the Consolidated Financial Statements of General Growth Properties,GGP Inc. ("GGP" or the "Company") and related notes, as included in this Annual Report on Form 10-K (this "Annual Report"). The terms "we,""we", "us" and "our" may also be used to refer to GGP and its subsidiaries. GGP, a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a "REIT".

Our Company and Strategy

GGP is a real estate company. Our primary business is owning and operating best-in-class retail properties that provide an outstanding environment and experience for our communities, retailers, employees, consumers and shareholders.stockholders. We are an S&P 500 real estate company with a property portfolio predominantly comprised primarily of Class A mallsretail properties (defined primarily by sales per square foot)foot during 2017). GGP Inc. defines best-in-class retail and urban retail properties.modern luxury through curated merchandising and elegant culinary experiences set against the backdrop of refined ambiance across this distinguished collection of destinations. Our retail properties are the core centers of retail, dining, and entertainment within their trade areas and, therefore, represent hubs of such activity.daily life. As of December 31, 2015,2017, we own, either entirely or with joint venture partners, 131125 retail properties located throughout the United States comprising approximately 128122 million square feet of gross leasable area ("GLA").

Our portfolio generated total comparable tenant sales (all less anchors) of $21.0 billion and comparable tenant sales (<10,000 square feet) of $588$587 per square foot during 2015.2017. We have 7875 Class A retail properties reporting tenant sales (all less anchors) of $16.9$16.5 billion and tenant sales (<10,000 square feet) of $682$705 per square foot that contribute approximately 76%74% of our share of Company net operating income ("Company NOI" as defined in Item 7). The quality of our portfolio is further summarized in the table below which indicates the 7875 Class A retail properties and their contribution to our 20152017 share of Company NOI. Sales (all less anchors) is presented as total sales volume in millions of dollars and Salessales (<10,000 sq ft) is presented as sales per square foot in dollars.
Top Retail Properties 2017 Sales (all less anchors) 2016 Sales (all less anchors) 2017 Sales (<10,000 sq ft) 2016 Sales (<10,000 sq ft) Sales Growth (all less anchors) % of Company NOI
Top 10 $3,736
 $3,714
 $782
 $768
 0.6 % 22.7%
Top 30 9,460
 9,430
 752
 735
 0.3 % 48.3%
Top 50 13,630
 13,617
 686
 673
 0.1 % 66.8%
Top 100 19,444
 19,566
 596
 591
 (0.6)% 94.9%
Total Retail Properties 20,988
 21,086
 587
 583
 (0.5)% 100.0%
75 Class A Retail Properties 16,517
 16,376
 705
 690
 0.9 % 74.0%

Top Retail Properties 2015 Sales (all less anchors) 2014 Sales (all less anchors) 2015 Sales (<10,000 sq ft) 2014 Sales (<10,000 sq ft) Sales Growth (all less anchors) Sales Growth (<10,000 sq ft) % of Company NOI
Top 10 $3,709
 $3,650
 $804
 $809
 1.6% (0.6)% 23.0%
Top 30 8,455
 8,184
 683
 658
 3.3% 3.8 % 48.0%
Top 50 13,184
 12,888
 702
 689
 2.3% 1.8 % 66.0%
Top 100 19,468
 18,953
 604
 588
 2.7% 2.8 % 95.0%
Total Retail Properties 20,981
 20,407
 588
 571
 2.8% 3.0 % 100.0%
78 Class A Retail Properties 16,898
 16,387
 682
 666
 3.1% 2.4 % 76.0%

Our long-term earnings growth is driven by:
1)
contractual rent increases;
occupancy growth;
positive leasing spreads;
2)improved occupancy;
3)value creationincome from redevelopment projects.projects; and
We may also recycle capital by strategic dispositions, opportunistic investments in high quality retail properties and controllingmanaging operating expenses by leveraging our scale to maximize synergies is a critical component to Company EBITDA growth.expenses.
As of December 31, 2015 our total leased space (as defined in Item 7) was 96.9%. On a suite-to-suite basis, the leases commencing occupancy in 2015 exhibited initial rents that were 10.8% higher than the final rents paid on expiring leases compared to 18.3% for those commencing in 2014.
We have identified approximately $2.3$1.5 billion of income producing development and redevelopment projects within our portfolio, over 80% of which is being invested into Class A malls. We currently expect to achieve stabilized returns on cost of approximately 9-11% for all projects.
We may recycle capital by opportunistically investing in high quality retail properties.

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

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Transactions and Highlights

During 2015, we completed transactions that promote2017, the following achievements promoted our long-term strategy as summarized below (figures shown represent our proportionate share):


initial rental rates for signed leases on a suite-to-suite basis increased 9.3% when compared to the rental rate for expiring leases;

leased percentage was 96.7% at December 31, 2017 (as defined in Item 7);

invested $662.8 million in development and redevelopment of our properties;

acquired approximately 12.7 million of our common shares at a weighted average price of $21.64 per share for approximately $273.7 million;

sold a total 37.5%our interest in Ala Moana Center to joint venture partners for total consideration of $2.0 billion;
acquired interests in two retail properties located in New York City (730 Fifth Ave and 85 Fifth Ave) for total consideration of $710.2 million, which included equity of $222.5 million and debt of $487.7 million (Note 3);
acquired a 50% interest in a joint venture with Sears Holdings Corporation (subsequently Sears Holdings Corporation sold its interest to Seritage Growth Properties) that owns anchor pads and in-place leases at 12 stores located at our properties for a net amountproceeds of approximately $131.0 million;
sold interests in three assets for total consideration of $163.4$34.3 million, which resulted in a gain of $27.0 million;$5.3 million, and conveyed one property to the lender in full satisfaction of $144.5 million in outstanding debt, which resulted in a gain on extinguishment of debt of $55.1 million (Note 3);
repurchased 4.3
acquired the remaining 50% interest in Neshaminy Mall in Bensalem, Pennsylvania for a purchase price of $32.5 million (Note 3);

received 7.3% of our common shares at $25.34 per share for a total price of $109.6 million;
acquired additional 2.5% equity interestjoint venture partner's membership interests in the Miami Design District Associates, LLC ("MDD")in full satisfaction of two promissory notes totaling $98.0 million (Notes 5 and 14), bringing our ownership in the property to 22.3%;

received a large urban retail development project10% interest in 522 Fifth Avenue in full satisfaction of a promissory note for $40.0 million;$9.0 million (Note 3);

acquired the remaining 50% interest in 8 of the 12 anchor boxes included in a joint venture between GGP and
purchased 1,125,760 shares of Seritage Growth Properties common stock at $29.58 per share("Seritage") for a totalpurchase price of $33.3 million.$190.1 million and acquired a 50% interest in 5 additional anchor boxes through a newly formed joint venture between GGP and Seritage for $57.5 million (Note 3); and

entered into transactions that increased ownership in 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue to 99.9%, 90.23% and 97.03%, respectively (Note 3).

Segments

We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment.

For the year ended December 31, 2015,2017, our largest tenant, LimitedL Brands, Inc., (based on common parent ownership), accounted for approximately 3.7% of rents. Our three largest tenants, LimitedL Brands, Inc., The Gap,Foot Locker, Inc., and Foot Locker,The Gap, Inc., in aggregate, comprised approximately 9.4%9.2% of rents.

Competition

In order to maintain and increase our competitive position within a marketplace we:

strategically locate tenants within each property to achieve a merchandising strategy that promotes traffic, cross-shopping and maximizes sales;

introduce new concepts to the property which may include restaurants, theaters, grocery stores, first-to-market retailers, and e-commerce retailers;


utilize our properties with the opportunities to add other potential uses such as residential, hospitality and office space to complement our luxury retail experience;

invest capital to provide the right environment for our tenants and consumers, including aesthetic, technological, and infrastructure improvements; and

ensure our properties are clean, secure and comfortable.

We believe the high-quality nature of our properties enables us to compete effectively for retailers and consumers.

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Environmental Matters

Under various federal, state or local laws, ordinances and regulations, an owner of real estate may be liable for the costs of remediation of certain hazardous or toxic substances on such real estate. These laws may impose liability without regard to whether the owner knew of the presence of such hazardous or toxic substances. The costs of remediation may be substantial and may adversely affect the owner's ability to sell or borrow against such real estate as collateral. In connection with the ownership and operation of our properties, we, or the relevant joint venture through which the property is owned, may be liable for such costs.

Substantially all of our properties have been subject to a Phase I environmental site assessment, which is intended to evaluate the environmental condition of the subject property and its surroundings. Phase I environmental assessments typically include a historical review, a public records review, a site visit and interviews, but do not include sampling or subsurface investigations.

As of December 31, 2015,2017, the Phase I environmental site assessments have not revealed any environmental conditions that would have a material adverse effect on our overall business, financial condition or results of operations. However, it is possible that these assessments do not reveal all potential environmental liabilities or that conditions have changed since the assessment was prepared (typically, at the time the property was purchased or developed).

See Risk Factors regarding additional discussion of environmental matters.

Other Policies

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Investment Policies

The Company elected to be treated as a REIT commencing with the taxable year beginning July 1, 2010, its date of incorporation. REIT limitations restrict us from making investments that would cause our real estate assets to be less than 75% of our total assets. In addition, at least 75% of our gross income must be derived directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property,"property", dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. At least 95% of our income must be derived from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

Subject to REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of a general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.

Financing Policies

We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. We generally seek to finance individual properties on a secured basis and ladder our maturities. Mortgage financing instruments usually limit additional indebtedness on those properties. Typically, we invest in or form separate legal entities to assist us in obtaining permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and generally requires us to provide a mortgage interest on the property in favor of an institutional third party or as a securitized financing. These legal entities are structured so that they would not necessarily be consolidated in the event we became

subject to a bankruptcy proceeding or liquidation. We decide upon the structure of the financing based upon the best terms available to us and whether the proposed financing is consistent with our other business objectives. We seek to minimize corporate recourse and cross collateralization and generally adhere to investment grade secured debt levels. We include the outstanding securitized debt of legal entities owning consolidated properties as part of our consolidated indebtedness.

We are party to a revolving credit facility that requires us to satisfy certain affirmative and negative covenants and to meet financial ratios and tests, which may include ratios and tests based on leverage, interest coverage and net worth.

If our Board of Directors determines to seek additional capital, we may raise that capital through additional public equity or preferred equity offerings, public debt offerings, debt financing, by creating joint ventures with existing ownership interests in properties or a combination of these methods. Our ability to retain cash flow is limited by the requirement for REITs to distribute at least 90% of their taxable income. We are also subject to federal income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains.

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If our Board of Directors determines to raise additional equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. The Board of Directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. Such securities may be senior to the outstanding classes of common stock. Such securities also may include additional classes of preferred stock, which may be convertible into common stock. Any such offering could dilute a stockholder's investment in us. Brookfield Asset Management Inc. (including certain of its affiliates, "Brookfield") has preemptive rights to purchase our common stock as necessary to allow it to maintain its respective proportional ownership interest in GGP on a fully diluted basis.

We have a dividend reinvestment plan ("DRIP"). We may determine to pay dividends in a combination of cash and shares of common stock.

Conflict of Interest Policies

We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. We have adopted governance principles governing our affairs and the Board of Directors, as well as written charters for each of the standing committees of the Board of Directors. In addition, we have a Code of Business Conduct and Ethics that applies to all of our officers, directors, and employees. At least a majority of the members of our Board of Directors must qualify as independent under the listing standards for NYSE companies. Any transaction between us and any director, officer or 5% stockholder must be approved pursuant to our Related Party Transaction Policy (available on the Corporate Governance page of our website at www.ggp.com), including such transactions with Brookfield (as defined above), our largest stockholder.

Policies With Respect To Certain Other Activities

We intend to make investments that are consistent with our qualification as a REIT, unless the Board of Directors determines that it is no longer in our best interests to qualify as a REIT. We have authority to offer shares of our common stock or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our shares or any other securities. We may issue shares of our common stock, or cash at our option, to holders of units of limited partnership interest in the Operating Partnerships (as defined in Note 1) in future periods upon exercise of such holders' rights under the Operating Partnerships' agreements. Our policy prohibits us from making any loans to our directors or executive officers for any purpose. We may make loans to the joint ventures in which we participate.

Employees

As of February 2, 2016,December 31, 2017, we had approximately 1,700 employees.

Insurance

We have comprehensive liability, property and rental loss insurance with respect to our portfolio of properties. We believe that such insurance provides adequate coverage.

Qualification as a REIT

The Company intends to maintain REIT status, and therefore our operations generally will not be subject to federal income tax on real estate investment trust taxable income. A schedule detailing the taxability of dividends for 2015, 20142017, 2016 and 20132015 has been presented in Note 11.10.

Available Information

Our Internet website address is www.ggp.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Interactive Data Files, Current Reports on Form 8-K and amendments to those reports are available and may be accessed free of charge through the Investors section of our Internet website under the Financial Information subsection, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC. Our Internet website and included or linked information on the website are not intended to be incorporated into this Annual Report. Additionally, the public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549, and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be accessed at http://www.sec.gov.

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ITEM 1A.    RISK FACTORS

Business Risks

Our revenues and available cash are subject to conditions affecting the retail sector

Our real property investments are influenced by the retail sector, which may be negatively impacted by increased unemployment, increased federal income and payroll taxes, increased health care costs, increased state and local taxes, increased real estate taxes, industry slowdowns, lack of availability of consumer credit, weak income growth, increased levels of consumer debt, poor housing market conditions, adverse weather conditions, natural disasters, plant closings, and other factors. Similarly, local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods, and the supply and creditworthiness of current and prospective tenants may negatively impact our properties.

Given these economic conditions, we believe there is a risk that the sales at stores operating in our properties may be adversely affected, which may cause tenants to be unable to pay their rental obligations. Because substantially all of our income is derived from rentals of real property, our income and available cash would be adversely affected if a significant number of tenants are unable to meet their obligations.

We may be unable to lease space in our properties on favorable terms or at all

Our results of operations depend on our ability to continue to lease space in our properties, including vacant space and re-leasing space in properties where leases are expiring, optimizing our tenant mix, or leasing properties on economically favorable terms. Because approximately 6% to 12% of our total leases expire annually based on expiring GLA, we are continually focused on leasing our properties. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases.

The bankruptcy or store closures of national tenants, which are tenants with chains of stores in many of our properties, may adversely affect our revenues

Our leases generally contain provisions designed to ensure the creditworthiness of the tenant. However, companies in the retail industry, including some of our tenants, have declared bankruptcy, or from time to time, have voluntarily closed certain of their stores. We may be unable to re-lease such space or to re-lease it on comparable or more favorable terms. As a result, the bankruptcy or closure of a national tenant may adversely affect our revenues. In addition, such closings may allow other tenants to modify their leases to terms that are less favorable for us, also adversely impacting our revenues. For example, certain of our lease agreements include a co-tenancy provision that allows the tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels.levels or if specific anchor tenants are no longer at the property. Therefore, if occupancy or tenancy falls below certain thresholds, rents we are entitled to receive from our retail tenants could be reduced.

It may be difficult to sell real estate quickly, and transfer restrictions apply to some of our properties

Real estate investments are relatively illiquid, which may limit our ability to strategically change our portfolio promptly in response to changes in economic or other conditions. If revenues from a property decline but the related expenses do not, the income and cash available to us would be adversely affected. If it becomes necessary or desirable for us to dispose of one or more of our mortgaged properties, we may not be able to obtain a release of the lien on the mortgaged property without payment of the associated debt. The foreclosure of a mortgage on a property or inability to sell a property could adversely affect the level of cash available to us.


Our business is dependent on perceptions by retailers and shoppers of the convenience and attractiveness of our retail properties, and our inability to maintain a positive perception may adversely affect our revenues

We are dependent on perceptions by retailers or shoppers of the safety, convenience and attractiveness of our retail properties. If retailers and shoppers perceive competing retail properties and other retailing options such as the Internet to be more convenient or of a higher quality, our revenues may be adversely affected.

We develop, expand and acquire properties and these activities are subject to risks due to economic factors

Capital investment to expand or develop properties is anticipated to be an ongoing part of our strategy. In connection with such projects, we will be subject to various risks, which may result in lower than expected returns or a loss. These risks include the following:

we may not have sufficient capital to proceed with planned expansion or development activities;

construction costs of a project may exceed original estimates;

we may not be able to obtain zoning, occupancy or other required governmental permits and authorizations;

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income from completed projects may not meet projections; and

we may not be able to obtain anchor store, mortgage lender and property partner approvals, if applicable, for expansion or development activities.

Newly acquired properties may not perform as expected, such as not realizing expected occupancy and rental rates. In addition, we may have unexpected costs and may be unable to finance or refinance the new properties at acceptable terms. If an acquisition is not successful, we may have a loss on our investment in the property.

We are in a competitive business

There are numerous retail formats that compete with our properties in attracting retailers to lease space. In addition, retailers at our properties face continued competition from retailers at other malls, lifestyle and power centers, outlet malls and other discount shopping centers, discount shopping clubs, Internet sales, catalog companies, and telemarketing. Competition of these types could adversely affect our revenues and cash flows.

We compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include REITs, public and private financial institutions, and private institutional investors.

Our ability to realize our strategies and capitalize on our competitive strengths are dependent on our ability to effectively operate a large portfolio of high quality properties, maintain good relationships with our tenants and consumers, and remain well-capitalized. Our failure to do any of the foregoing could affect our ability to compete effectively in the markets in which we operate.

Some of our properties are subject to potential natural or other disasters

A number of our properties are located in areas that are subject to natural or other disasters, including hurricanes, flooding and earthquakes. Furthermore, many of our properties are located in coastal regions, and would therefore be affected by any future increases in sea levels. For example, certain of our properties are located in California and Hawaii or in other areas with a higher risk of natural disasters such as earthquakes or tsunamis.

Possible terrorist activity or other acts or threats of violence and threats to public safety could adversely affect our financial condition and results of operations

Terrorist attacks and threats of terrorist attacks in the United States or other acts or threats of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a resulting decrease in retail demand could make it difficult for us to renew or re-lease our properties.

Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be reduced or cost more, which could increase our operating

expenses and adversely affect our financial condition and results of operations. To the extent that our tenants are affected by such attacks and threats of attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. These acts and threats might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our new or redeveloped properties, and limit our access to capital or increase our cost of raising capital.

Information technology failures and data security breaches could harm our business

We use information technology, digital telecommunications and other computer resources to carry out important operational activities and to maintain our business records. Many of these resources are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify to varying degrees certain security and service level standards. Although we and our service providers employ what we believe are adequate security, disaster recovery and other preventative and corrective measures, our ability to conduct our business may be impaired if these resources are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources.

A significant and extended disruption in the functioning of these resources, including our primary website, could damage our reputation and cause us to lose customers, tenants, revenues, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to

6


address and remediate or otherwise resolve these kinds of issues, expenses that we may not be able to recover in whole or in any part from our service providers or responsible parties, or their or our insurers.

We may incur costs to comply with environmental laws

Under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property, and may be held liable to third parties for bodily injury or property damage (investigation and/or clean-up costs) incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the hazardous or toxic substances. The presence of contamination or the failure to remediate contamination may adversely affect the owner's ability to sell, lease or borrow with respect to the real estate. Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air. Federal, state and local laws also regulate the operation and removal of underground storage tanks. In connection with the ownership, operation and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.

Our properties have been subjected to varying degrees of environmental assessment at various times. Phase I environmental site assessments have not revealed any environmental conditions that would have a material adverse effect on our overall business, financial condition or results of operations. It is possible that these assessments do not reveal all potential environmental liabilities or that conditions have changed since the assessment was prepared (typically, at the time the property was purchased or developed).
However, the identification of new areas of contamination, a change in the extent or known scope of contamination or changes in cleanup requirements could result in significant costs to us.

Some potential losses are not insured

We carry comprehensive liability, fire, flood, earthquake, terrorism, extended coverage and rental loss and environmental insurance on all of our properties. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are, however, some types of losses, including lease and other contract claims, and certain environmental conditions not discovered within the applicable policy period, which generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property. If this happens, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

Inflation or deflation may adversely affect our financial condition and results of operations


Should the general price level increase in the future, this may have an impact on our consumers' disposable income. This may place pressure on retailer sales and margins as their costs rise and they may be unable to pass the costs along to the consumer, which in turn may affect their ability to pay rents and which could adversely impact our cash flow. Many but not all of our leases have fixed amounts for recoveries and if our costs rise we may not be able to pass these costs on to our tenants. Rising costs may also impact our ability to generate cash flows.

Inflation also poses a risk to us due to the possibility of future increases in interest rates. Such increases would result in higher interest rates on new fixed-rate debt and adversely impact us due to our outstanding variable rate debt. From time to time, we manage our exposure to interest rate fluctuations related to a portion of our variable-rate debt using interest rate cap, swap and treasury lock agreements. Such agreements allow us to replace variable-rate debt with fixed-rate debt. However, our efforts to manage risks associated with interest rate volatility may not be successful. Additionally, interest rate cap, swap and treasury-lock agreements expose us to additional risks, including that the counterparties to the agreements might not perform their obligations. We also might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these agreements.

Deflation may have an impact on our ability to repay our debt. Deflation may put pressure on our tenants' profit margins or delay consumption and thus weaken tenant sales, which may reduce our tenants' ability to pay rents. Deflationary pressure on retailers may diminish their ability to rent our space and decrease our ability to re-lease the space on favorable terms to us.

Organizational Risks

We are a holding company with no operations of our own and will depend on our subsidiaries for cash

Our operations are conducted almost entirely through our subsidiaries. Our ability to make dividends or distributions in connection with being a REIT is highly dependent on the earnings of and the receipt of funds from our subsidiaries through dividends or distributions, and our ability to generate cash to meet our debt service obligations is further limited by our subsidiaries' ability to make such dividends, distributions or intercompany loans. Our subsidiaries' ability to pay any dividends or distributions to us are limited by their obligations to satisfy their own obligations to their creditors and preferred stockholders before making any dividends or distributions to us.

Delaware law imposes requirements that could further restrict our ability to pay dividends to holders of our common stock.

7


We share control of some of our properties with other investors and may have conflicts of interest with those investors

For the Unconsolidated Properties (as defined in Note 1), we are required to make decisions with the other investors who have interests in the respective property or properties. For example, the approval of certain of the other investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties, to make distributions, as well as to bankruptcy decisions related to the Unconsolidated Properties and related joint ventures. We might not have the same interests as the other investors in relation to these transactions. Accordingly, we might not be able to favorably resolve any of these issues, or we might have to provide financial or other inducements to the other investors to obtain a favorable resolution.

In addition, various restrictive provisions and rights apply to sales or transfers of interests in our jointly owned properties. As such, we might be required to make decisions about buying or selling interests in a property or properties at a time that is not desirable.

Bankruptcy of our joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties

The bankruptcy of one of the other investors in any of our jointly owned properties could materially and adversely affect the respective property or properties. Pursuant to the Bankruptcy Code, we would be precluded from taking some actions affecting the estate of the other investor without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.

We are impacted by tax-related obligations to some of our partners

We own certain properties through partnerships that have arrangements in place that protect the deferred tax situation of our existing third party limited partners. Violation of these arrangements could impose costs on us. As a result, we may be restricted with respect to decisions such as financing, encumbering, expanding or selling these properties.


Several of our joint venture partners are tax-exempt. As such, they are taxable to the extent of their share of unrelated business taxable income generated from these jointly owned properties. As the manager of these joint ventures, we have obligations to avoid the creation of unrelated business taxable income at these properties. As a result, we may be restricted with respect to decisions related to the financing of and revenue generation from these properties.

We provide financial support for a number of joint venture partners

We provide secured financing to some of our joint venture partners. As of December 31, 2015,2017, we have provided venture partners loans of $520.2$384.5 million (of which $514.8$382.5 million is secured by the respective partnership interests). A default by a joint venture partner under their debt obligation may result in a loss.

We may not be able to maintain our status as a REIT

We have elected to be treated as a REIT in connection with the filing of our tax return for 2010, retroactive to July 1, 2010. It is possible that we may not meet the conditions for continued qualification as a REIT and that the cost of maintaining REIT status might have a material impact on the Company. In addition, once an entity is qualified as a REIT, the Internal Revenue Code (the "Code") generally requires that such entity distribute at least 90% of its taxable ordinary income to shareholdersstockholders and pay tax on or distribute 100% of its taxable capital gains. We expect to distribute 100% of our taxable capital gains and taxable ordinary income to shareholdersstockholders annually. There can be no assurances as to the allocation between cash and common stock of our future dividends.

Due to certain investments made by us, our subsidiary REITs may reflect a significant amount of related party rent as non-qualifying income. While our charter protects our stockholders from causing us to have related party rent, actions that we undertake ourselves can cause us or certain of our partners to have related party rent. As a result, we may be restricted with respect to decisions relating to revenue generation at certain properties.

If, with respect to any taxable year, we fail to maintain our qualification as a REIT, we would not be allowed to deduct distributions to shareholdersstockholders in computing our taxable income and federal income tax. If any of our REIT subsidiaries fail to qualify as a REIT, such failure could result in our loss of REIT status. If we lose our REIT status, corporate level income tax, including any applicable alternative minimum tax, would apply to our taxable income at regular corporate rates. As a result, the amount available for distribution to holders of equity securities that would otherwise receive dividends would be reduced for the year or years involved, and we would no longer be required to make distributions. In addition, unless we were entitled to relief under the relevant statutory provisions, we would be disqualified from treatment as a REIT for four subsequent taxable years.

We believe that we are a domestically controlled qualified investment entity as defined by the Code. TheIn making that determination, we make certain assumptions. For example, the Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015 and it permits a publicly traded REIT to treat all of its 5%-or-less shareholdersstockholders as United States persons unless it has actual knowledge to the contrary. Even with this change in presumption, no assurance can beAs a result, given that we do not believe that we have actual knowledge that any of our less than 5% stockholders are not United States persons, we treat all of our stockholders, other than non-United States persons that have publicly disclosed an ownership of greater than 5%, as United States persons. Further, we assume that any changes in ownership by stockholders with a greater that 5% ownership are promptly reported.  Although we believe that our assumptions are reasonable, actual facts may differ from the Companyassumptions that we make, and if such facts are different to a significant enough degree, our status as a domestically controlled qualified investment entity could be impacted. Therefore, GGP is unable to give its stockholders any assurance that it is or will continue to be a domestically controlled qualified investment entity.

Legislative or regulatory action could adversely affect stockholders and our Company
8

TableWhile the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Code may have unanticipated effects on us or our stockholders. Moreover, Congressional leaders have recognized that the process of Contentsadopting extensive tax legislation in a short amount of time without hearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be reviewed in subsequent tax legislation. At this point, it is not clear when Congress will address these issues or when the Internal Revenue Service will issue administrative guidance on the changes made in the Tax Cuts and Jobs Act.

As a result of the changes to U.S. federal tax laws implemented by the Tax Cuts and Jobs Act, our taxable income and the amount of distributions to our stockholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may significantly change. The long-term impact of the Tax Cuts and Jobs Act on the overall economy, government revenues, our tenants, us, and the real estate industry cannot be reliably predicted at this early stage of the new law’s implementation. Furthermore, the Tax Cuts and Jobs Act may negatively impact certain of our tenants’ operating results, financial condition and future business

plans. There can be no assurance that the Tax Cuts and Jobs Act will not negatively impact our operating results, financial condition and future business operations.

Future changes to tax laws may adversely affect the Company either directly through changes to the taxation of the REIT, its subsidiaries or its stockholders or indirectly through changes which adversely affect its tenants, i.e. pending legislation in Hawaii. These changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Not all states automatically conform to changes in the Code. Some states use the legislative process to decide whether it is in their best interests to conform or not to various provisions of the Code. This could increase the complexity of our compliance efforts, increase compliance costs, and may subject us to additional taxes and audit risk.

An ownership limit, certain anti-takeover defenses and applicable law may hinder any attempt to acquire us

Our amended and restated certificate of incorporation and amended and restated bylaws contain the following limitations.

The ownership limit.limit

In order to protect our REIT status, our certificate of incorporation provides the following three restrictions on transfer:

No one person may own more than 9.9% of the outstanding number or value. This ensures we meet the REIT requirement that not more than 50% in value of the outstanding shares of our capital stock may be owned, directly or indirectly by five or fewer “individuals” at any time during the last half of a taxable year.

No person can acquire shares that would result in outstanding shares being beneficially owned by fewer than 100 persons. This ensures we meet the REIT requirement that there be at least 100 stockholders.

No person can transfer shares that would cause us or our subsidiaries to constructively own 10% or more of the ownership interests in a tenant. This protects against having certain rent be treated as “related party” rent and thereby having such rent be non-qualifying income for purposes of the REIT tests.

Our boardBoard of directorsDirectors has the ability to provide a waiver from these ownership restrictions. Any attempt to own or transfer shares or any of our other shares of beneficial interest in violation of these restrictions may result in the transfer being automatically void. Our charter provides that shares in excess of the ownership limits will be transferred to a trust for the exclusive benefit of a charitable beneficiary. As of February 4, 2015,November 11, 2017, Brookfield's potential ownership of the Company (assuming full share settlement of the Warrants (Note 9)), including (i) the effect of shares issuable upon exercise of the Warrants owned by Brookfield or managed by Brookfield on behalf of third parties and (ii) shares managed by Brookfield on behalf of third parties, is 39.8%34.6%, which is stated in their Form 13D filed on the same date.

Selected provisions of our charter documents.documents

Our charter authorizes the board of directors:

to cause us to issue additional authorized but unissued shares of common stock or preferred stock;

to classify or reclassify, in one or more series, any unissued preferred stock; and

to set the preferences, rights and other terms of any classified or reclassified stock that we issue.

Selected provisions of our bylaws.bylaws

Our amended and restated bylaws contain the following limitations:

the inability of stockholders to act by written consent;

restrictions on the ability of stockholders to call a special meeting without 15% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of directors; and

rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings.

Selected provisions of Delaware law.law


We are a Delaware corporation, and Section 203 of the Delaware General Corporation Law applies to us. In general, Section 203 prevents an "interested stockholder" (as defined below), from engaging in a "business combination" (as defined in the statute) with us for three years following the date that person becomes an interested stockholder unless one or more of the following occurs:

before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) stock held by directors who are also officers of our company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; and

following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.

9


The statute defines "interested stockholder" as any person that is the owner of 15% or more of our outstanding voting stock or is an affiliate or associate of us and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination.

Each item discussed above may delay, deter or prevent a change in control of our company, even if a proposed transaction is at a premium over the then current market price for our common stock. Further, these provisions may apply in instances where some stockholders consider a transaction beneficial to them. As a result, our stock price may be negatively affected by these provisions.

There is a risk of investor influence over our company that may be adverse to our best interests and those of our other shareholdersstockholders

Brookfield owns, or manages on behalf of third parties, a significant portion of the shares of our common stock (excluding shares issuable upon the exercise of Warrants) as of December 31, 2015. The effect of the exercise of the Warrants by Brookfield or the election to receive future dividends in the form of common stock, would further increase their ownership. Due to the Warrants, Brookfield's potential ownership amount will continue to change due to payments of dividends and changes in our stock price.
stock. Brookfield has entered into standstill agreements to limit their influence, the concentration of ownership of our outstanding equity held or managed by Brookfield may make some transactions more difficult or impossible without their support, or more likely with their support. The interests of Brookfield, any other substantial stockholder or any of their respective affiliates could conflict with or differ from our interests or the interests of the holders of our common stock. For example, the concentration of ownership held or managed by Brookfield could delay, defer or prevent a change of control of our company or impede a merger, takeover or other business combination that may otherwise be favorable for us and the other stockholders. Brookfield may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. We cannot assure you that the standstill agreements can fully protect against these risks.

Brookfield has the right to designate three directors of our Board of Directors as long as it owns 20% or greater of our outstanding shares as stated under the various agreements made during GGP's emergence from bankruptcy in 2010. As long as Brookfield owns directly or indirectly, a substantial portion of our outstanding shares, subject to the terms of the standstill agreements, it would be able to exert significant influence over us, including:

the composition of our board of directors;
direction and policies, including the appointment and removal of officers;
the determination of incentive compensation, which may affect our ability to retain key employees;
any determinations with respect to mergers or other business combinations;
our acquisition or disposition of assets;
our financing decisions and our capital raising activities;
the payment of dividends;
conduct in regulatory and legal proceedings; and
amendments to our certificate of incorporation.

Some of our directors are involved in other businesses including, without limitation, real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us and our board of directors has adopted resolutions renouncing any interest or expectation in any such business opportunities. In addition, our relationship agreement with Brookfield Asset Management Inc. contains significant exclusions from Brookfield's obligation to present opportunities to us.


Certain of our directors have and may in the future have interests in other real estate business activities, and may have control or influence over these activities or may serve as investment advisors, directors or officers. These interests and activities, and any duties to third parties arising from such interests and activities, could divert the attention of such directors from our operations. Additionally, certain of our directors are engaged in investment and other activities in which they may learn of real estate and other related opportunities in their non-director capacities. Our boardBoard of directorsDirectors has adopted resolutions applicable to our directors that expressly provide, as permitted by Section 122(17)1(17) of the DGCL, that our non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify us of any opportunities that may arise in connection therewith, even if the opportunities are complementary to or in competition with our businesses. Accordingly, we have, and investors in our common stock should have, no expectation that we will be able to learn of or participate in such opportunities. Additionally, the relationship agreement with Brookfield Asset Management Inc. contains significant exclusions from Brookfield's obligations to present opportunities to us.

10


Liquidity Risks

Our indebtedness could adversely affect our financial health and operating flexibility

As of December 31, 2015,2017, we had $19.9$18.6 billion aggregate principal amount of indebtedness outstanding at our proportionate share net of noncontrolling interest, which includes $315.0 million under our revolving credit facility, $5.5including $5.6 billion of our share of unconsolidated debt and our Junior Subordinated Notes of $206.2 million. Our indebtedness may have important consequences to us and the value of our equity, including:

limiting our ability to borrow significant additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other purposes;

limiting our ability to use operating cash flow in other areas of our business or to pay dividends because we must dedicate a portion of these funds to service debt;

increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given the portion of our indebtedness which bears interest at variable rates;

limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation; and

giving secured lenders the ability to foreclose on our assets.

Our debt contains restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions or operate our business

The terms of certain of our debt will require us to satisfy certain customary affirmative and negative covenants and to meet financial ratios and tests, including ratios and tests based on leverage, interest and fixed charge coverage and net worth, or to satisfy similar tests as a precondition to incurring additional debt. We entered into a revolving credit facility in April 2012 that subjects us to such covenants and restrictions. The revolving credit facility was amended in October 2015, and we may draw up to $1.1$1.5 billion under it.it, including the uncommitted accordion feature. In addition, certain of our indebtedness contains restrictions. The covenants and other restrictions under our debt agreements affect, among other things, our ability to:

incur indebtedness;
create liens on assets;
sell assets;
manage our cash flows;
transfer assets to other subsidiaries;
make capital expenditures;
engage in mergers and acquisitions; and
make distributions to equity holders, including holders of our common stock.

In addition, our debt contains certain terms which include restrictive operational and financial covenants and restrictions on the distribution of cash flows from properties serving as collateral for the debt. Fees and cash flow restrictions may affect our ability to fund our on-going operations from our operating cash flows and we may be limited in our operating and financial flexibility and, thus, may be limited in our ability to respond to changes in our business or competitive activities.


We may not be able to refinance, extend or repay our consolidated debt or our portion of indebtedness of our Unconsolidated Real Estate Affiliates

As of December 31, 2015,2017, our proportionate share of total debt, including the $206.2 million of Junior Subordinated Notes, and $315.0 million under our revolving credit facility, aggregated $19.9$18.6 billion consisting of our consolidated debt, net of noncontrolling interest, of $14.4$13.0 billion combined with our share of the debt of our Unconsolidated Real Estate Affiliates (Note 6)5) of $5.5$5.6 billion. Of our proportionate share of total debt, $1.9$1.2 billion (excluding the corporate revolver) is recourse to the Company due to guarantees or other security provisions for the benefit of the note holder. There can be no assurance that we, or the joint venture, will be able to refinance or restructure this debt on acceptable terms or otherwise, or that operations of the properties or contributions by us and/or our partners will be sufficient to repay such loans. If we or the joint venture cannot service this debt, we or the joint venture may have to deed property back to the applicable lenders.

11


We may not be able to raise capital through financing activities

Substantially all of our assets are encumbered by property-level indebtedness; therefore, we may be limited in our ability to raise additional capital through property level or other financings. In addition, our ability to raise additional capital could be limited to refinancing existing secured mortgages before their maturity date which may result in yield maintenance or other prepayment penalties to the extent that the mortgage is not open for prepayment at par.

We may not be able to sell assets timely and at prices we believe are appropriate due to the illiquid nature of real estate

Our ability to sell our properties timely and for an attractive price may be limited. Limitations could be caused by the economic climate, which affects the value of our properties, and by the availability of credit, which could increase the cost and difficulty for potential purchasers to acquire financing. These factors may limit our ability to sell these properties at a price that exceeds the cost of our investment.

FORWARD-LOOKING INFORMATION

Refer to Item 7.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

Our investments in real estate as of December 31, 20152017 consisted of our interests in 131125 retail properties. We generally own the land underlying the properties; however, at certain of our properties, all or part of the underlying land is owned by a third party that leases the land to us pursuant to a long-term ground lease. We manage substantially all of our Consolidated Properties (defined in Note 1) and provide management, leasing, and other services to a majority of our Unconsolidated Properties. Information regarding encumbrances on our properties is included here and on Schedule III of this Annual Report.

Mall and freestanding GLA includes in-line mall shop and outparcel retail locations (locations that are not attached to the primary complex of buildings that comprise a mall) and excludes anchors and tenant-owned GLA.
Anchors have traditionally been a major component of a mall and play an important role in maintaining customer traffic and making the centers desirable locations for mall store tenants.
Anchors are frequently department stores whose merchandise appeals to a broad range of shoppers. Anchors generally 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. We also typically enter into long-term reciprocal agreements with anchors that provide for, among other things, mall and anchor operating covenants and anchor expense participation. The mallsproperties in our portfolio receive a smaller percentage of their operating income from anchors than from mallretail stores (other than anchors) that are typically specialty retailers who lease space in the structure including, or attached to, the primary complex of buildings that comprise a shopping center.









The following sets forth certain information regarding our properties as of December 31, 2015:2017:

RETAIL PROPERTIES
Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
Consolidated Retail PropertiesConsolidated Retail Properties  
  
  
  
  Consolidated Retail Properties    
  
    
1 200 Lafayette New York, NY 100% 31,328
 31,328
 100.0% Pirch
 200 Lafayette New York, NY 100% 27,970
 27,970
 % 
2 830 N. Michigan Ave. Chicago, IL 100% 117,411
 117,411
 100.0% Uniqlo, Topshop
 218 W 57th Street New York, NY 100% 35.304
 35.304
 N/A
 
3 Apache Mall (1) Rochester, MN 100% 778,053
 408,937
 98.3% Herberger's, JCPenney, Macy's
 530 Fifth Avenue New York, NY 90% 31,263
 31,263
 100.0% Vans, Chase Bank, Duane Reade
4 Augusta Mall (1) Augusta, GA 100% 1,100,812
 503,589
 95.5% Dillard's, JCPenney, Macy's, Sears
 605 North Michigan Avenue Chicago, IL 100% 82.405
 82.405
 83.4% Sephora, Chase, Regus
5 Baybrook Mall Friendswood (Houston), TX 100% 1,457,433
 639,897
 99.8% Dillard's, JCPenney, Macy's, Sears
 685 Fifth Avenue New York, NY 97% 109,190
 23,575
 100.0% Coach, Stuart Weitzman, Tag Heuer
6 Beachwood Place Beachwood, OH 100% 980,899
 321,717
 98.5% Dillard's, Nordstrom, Saks Fifth Avenue
 830 N. Michigan Ave. Chicago, IL 100% 117,411
 117,411
 100.0% Uniqlo, Topshop
7 Bellis Fair Bellingham (Seattle), WA 100% 775,149
 436,839
 98.4% JCPenney, Kohl's, Macy's, Target
 Apache Mall (1) Rochester, MN 100% 782,453
 413,337
 96.8% Herberger's, JCPenney, Macy's
8 Boise Towne Square (1) Boise, ID 100% 1,210,992
 423,035
 96.8% Dillard's, JCPenney, Macy's, Sears, Kohl's
 Augusta Mall (1) Augusta, GA 100% 1,094,498
 497,275
 98.4% Dillard's, JCPenney, Macy's, Sears
9
 Baybrook Mall Friendswood, TX 100% 1,742,491
 924,955
 99.7% Dillard's, JCPenney, Macy's, Sears
10
 Beachwood Place Beachwood, OH 100% 983,128
 323,805
 99.5% Dillard's, Nordstrom, Saks Fifth Avenue
11
 Bellis Fair Bellingham, WA 100% 737,070
 398,760
 90.8% JCPenney, Kohl's, Macy's, Target
12
 Boise Towne Square (1) Boise, ID 100% 1,210,018
 422,061
 93.8% Dillard's, JCPenney, Macy's, Sears, Kohl's
13
 Brass Mill Center Waterbury, CT 100% 1,170,712
 444,775
 97.3% Burlington Coat Factory, JCPenney, Macy's, Sears
14
 Coastland Center (1) Naples, FL 100% 924,171
 333,781
 95.5% Dillard's, Sears, JCPenney, Macy's
15
 Columbia Mall Columbia, MO 100% 727,516
 306,456
 88.3% Dillard's, JCPenney, Sears, Target
16
 Columbiana Centre Columbia, SC 100% 801,544
 295,514
 98.1% Belk, Dillard's, JCPenney
17
 Coral Ridge Mall Coralville, IA 100% 1,031,887
 589,522
 99.2% Dillard's, JCPenney, Target, Younkers
18
 Coronado Center (1) Albuquerque, NM 100% 1,098,083
 511,446
 99.6% Sears, JCPenney, Kohl's, Macy's
19
 Crossroads Center St. Cloud, MN 100% 901,140
 377,698
 95.5% JCPenney, Macy's, Sears, Target
20
 Cumberland Mall Atlanta, GA 100% 1,038,892
 538,317
 99.7% Sears, Macy's
21
 Deerbrook Mall Humble, TX 100% 1,293,852
 640,312
 99.5% Dillard's, JCPenney, Macy's, Sears
22
 Eastridge Mall Casper, WY 100% 570,955
 281,159
 83.3% JCPenney, Macy's, Sears, Target
23
 Fashion Place (1) Murray, UT 100% 966,323
 467,089
 99.9% Dillard's, Nordstrom
24
 Four Seasons Town Centre Greensboro, NC 100% 964,074
 458,316
 99.4% Dillard's, JCPenney
25
 Fox River Mall Appleton, WI 100% 1,185,248
 590,334
 97.0% JCPenney, Macy's, Sears, Target, Younkers
26
 Glenbrook Square Fort Wayne, IN 100% 1,206,129
 429,259
 93.9% JCPenney, Macy's, Sears, Carson's
27
 Governor's Square (1) Tallahassee, FL 100% 1,027,114
 335,509
 93.7% Dillard's, JCPenney, Macy's, Sears
28
 Grand Teton Mall Idaho Falls, ID 100% 630,621
 213,422
 93.7% Dillard's, JCPenney, Macy's, Sears
29
 Greenwood Mall Bowling Green, KY 100% 847,770
 418,717
 98.0% Dillard's, JCPenney, Sears, Belk
30
 Hulen Mall Ft. Worth, TX 100% 988,763
 392,193
 98.0% Dillard's, Macy's, Sears

12


Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
9 Brass Mill Center Waterbury, CT 100% 1,179,573
 444,756
 96.9% Burlington Coat Factory, JCPenney, Macy's, Sears
10 Coastland Center (1) Naples, FL 100% 927,824
 337,434
 96.7% Dillard's, JCPenney, Macy's, Sears
11 Columbia Mall Columbia, MO 100% 735,398
 314,338
 93.7% Dillard's, JCPenney, Sears, Target
12 Columbiana Centre Columbia, SC 100% 790,020
 269,101
 99.7% Belk, Dillard's, JCPenney
13 Coral Ridge Mall Coralville (Iowa City), IA 100% 1,062,516
 521,555
 97.7% Dillard's, JCPenney, Target, Younkers
14 Coronado Center (1) Albuquerque, NM 100% 1,102,851
 516,204
 100.0% JCPenney, Kohl's, Macy's, Sears
15 Crossroads Center St. Cloud, MN 100% 889,851
 366,409
 97.2% JCPenney, Macy's, Sears, Target
16 Cumberland Mall Atlanta, GA 100% 1,034,845
 386,861
 99.5% Costco, Macy's, Sears
17 Deerbrook Mall Humble (Houston), TX 100% 1,212,015
 558,475
 99.1% Dillard's, JCPenney, Macy's, Sears
18 Eastridge Mall WY Casper, WY 100% 566,351
 276,555
 88.4% JCPenney, Macy's, Sears, Target
19 Eastridge Mall CA (2) San Jose, CA 100% 1,331,251
 658,990
 98.8% JCPenney, Macy's, Sears
20 Fashion Place (1) Murray, UT 100% 923,466
 441,863
 97.0% Dillard's, Nordstrom
21 Fashion Show Las Vegas, NV 100% 1,866,694
 833,406
 99.0% Dillard's, Macy's, Macy's Men's, Neiman Marcus, Nordstrom, Saks Fifth Avenue
22 Four Seasons Town Centre Greensboro, NC 100% 1,080,634
 438,618
 92.9% Dillard's, JCPenney
23 Fox River Mall Appleton, WI 100% 1,191,188
 596,274
 98.3% JCPenney, Macy's, Sears, Target, Younkers
24 Glenbrook Square Fort Wayne, IN 100% 1,224,976
 448,106
 90.1% JCPenney, Macy's, Sears, Carson's
25 Governor's Square (1) Tallahassee, FL 100% 1,031,290
 339,685
 92.7% Dillard's, JCPenney, Macy's, Sears
26 Grand Teton Mall Idaho Falls, ID 100% 628,665
 211,466
 91.9% Dillard's, JCPenney, Macy's, Sears
27 Greenwood Mall Bowling Green, KY 100% 851,589
 422,536
 97.4% Dillard's, JCPenney, Macy's, Sears
28 Hulen Mall Ft. Worth, TX 100% 993,007
 396,437
 96.8% Dillard's, Macy's, Sears
29 Jordan Creek Town Center West Des Moines, IA 100% 1,355,642
 746,149
 97.8% Dillard's, Younkers
30 Lakeside Mall Sterling Heights, MI 100% 1,503,945
 483,227
 85.1% JCPenney, Lord & Taylor, Macy's, Macy's Men's & Home, Sears
31 Lynnhaven Mall Virginia Beach, VA 100% 1,156,327
 624,935
 98.4% Dillard's, JCPenney, Macy's
32 Mall Of Louisiana Baton Rouge, LA 100% 1,572,793
 623,529
 98.9% Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears
33 Mall St. Matthews Louisville, KY 100% 1,019,225
 505,090
 98.1% Dillard's, Dillard's Men's & Home, JCPenney
34 Market Place Shopping Center Champaign, IL 100% 896,958
 512,144
 98.3% Bergner's, JCPenney, Macy's,
35 Mayfair Wauwatosa (Milwaukee), WI 100% 1,573,084
 621,190
 97.0% Boston Store, Macy's, Nordstrom
36 Meadows Mall Las Vegas, NV 100% 944,695
 307,842
 95.8% Dillard's, JCPenney, Macy's, Sears
37 Mondawmin Mall Baltimore, MD 100% 458,710
 393,182
 99.8%  
Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
31
 Jordan Creek Town Center West Des Moines, IA 100% 1,350,664
 737,702
 98.4% Dillard's, Younkers
32
 Lynnhaven Mall Virginia Beach, VA 100% 1,178,743
 647,351
 97.4% Dillard's, JCPenney, Macy's
33
 Mall of Louisiana Baton Rouge, LA 100% 1,557,764
 608,500
 98.5% Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears
34
 Mall St. Matthews Louisville, KY 100% 1,015,858
 501,723
 95.6% Dillard's, Dillard's Men's & Home, JCPenney
35
 Market Place Shopping Center Champaign, IL 100% 875,900
 491,086
 99.0% Bergner's, JCPenney, Macy's
36
 Mayfair Wauwatosa, WI 100% 1,599,104
 636,803
 98.7% Boston Store, Macy's, Nordstrom
37
 Meadows Mall Las Vegas, NV 100% 945,341
 308,488
 96.4% Dillard's/Curacao, JCPenney, Macy's, Sears
38
 Mondawmin Mall Baltimore, MD 100% 461,972
 388,054
 97.6%  
39
 Neshaminy Mall Bensalem, PA 100% 1,015,977
 381,796
 95.7% Boscov's, Sears
40
 North Point Mall Alpharetta, GA 100% 1,327,634
 424,633
 92.3% Dillard's, JCPenney, Macy's, Sears, Von Maur
41
 North Star Mall San Antonio, TX 100% 1,247,018
 517,696
 98.4% Dillard's, JCPenney, Macy's, Saks Fifth Avenue
42
 Northridge Fashion Center Northridge, CA 100% 1,494,437
 669,994
 98.1% JCPenney, Macy's, Sears
43
 Northtown Mall (1) Spokane, WA 100% 921,872
 437,363
 95.8% JCPenney, Kohl's, Macy's, Sears
44
 Oak View Mall Omaha, NE 100% 859,309
 255,123
 87.0% Dillard's, JCPenney, Sears, Younkers
45
 Oakwood Center Gretna, LA 100% 911,320
 397,292
 96.9% Dillard's, JCPenney
46
 Oakwood Mall Eau Claire, WI 100% 821,994
 404,149
 97.4% JCPenney, Sears, Younkers
47
 Oglethorpe Mall Savannah, GA 100% 934,396
 397,812
 94.9% Belk, JCPenney, Macy's, Sears
48
 Oxmoor Center (1) Louisville, KY 94% 912,426
 345,216
 94.5% Macy's, Sears, Von Maur
49
 Paramus Park (1) Paramus, NJ 100% 764,996
 305,939
 99.3% Sears, Macy's
50
 Park City Center Lancaster, PA 100% 1,428,471
 525,306
 97.4% Bon Ton, Boscov's, JCPenney, Kohl's, Sears
51
 Park Place Tucson, AZ 100% 1,052,910
 471,453
 99.7% Dillard's, Macy's, Sears
52
 Peachtree Mall Columbus, GA 100% 820,952
 385,737
 95.7% Dillard's, JCPenney, Macy's
53
 Pecanland Mall Monroe, LA 100% 963,264
 347,828
 99.1% Belk, Burlington Coat Factory, Dillard's, JCPenney, Sears
54
 Pembroke Lakes Mall Pembroke Pines, FL 100% 1,176,379
 395,104
 97.8%  
55
 Pioneer Place (1) Portland, OR 100% 319,535
 319,535
 88.9% 
56
 Prince Kuhio Plaza (1) Hilo, HI 100% 452,911
 266,491
 92.8% Macy's, Sears
57
 Providence Place (1) Providence, RI 94% 1,155,360
 717,736
 98.6% Macy's, Nordstrom
58
 Quail Springs Mall Oklahoma City, OK 100% 971,141
 451,245
 97.1% Dillard's, JCPenney, Von Maur
59
 Ridgedale Center Minnetonka, MN 100% 1,166,226
 365,286
 97.0% Sears, JCPenney, Macy's, Nordstrom
60
 Riverchase Galleria Hoover, AL 86% 1,476,095
 536,037
 98.4% Belk, JCPenney, Macy's, Sears, Von Maur
61
 River Hills Mall Mankato, MN 100% 718,613
 354,671
 97.1% Herberger's, JCPenney, Target

13


Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
38 Newgate Mall (1) Ogden (Salt Lake City), UT 100% 676,187
 338,394
 96.7% Dillard's, Sears, Burlington Coat Factory
39 North Point Mall Alpharetta (Atlanta), GA 100% 1,331,220
 428,219
 93.3% Dillard's, JCPenney, Macy's, Sears, Von Maur
40 North Star Mall San Antonio, TX 100% 1,248,491
 519,169
 99.2% Dillard's, JCPenney, Macy's, Saks Fifth Avenue
41 Northridge Fashion Center Northridge (Los Angeles), CA 100% 1,461,560
 637,117
 97.7% JCPenney, Macy's, Macy's Men's & Home, Sears
42 Northtown Mall (1) Spokane, WA 100% 948,507
 429,627
 86.8% JCPenney, Kohl's, Macy's, Sears
43 Oak View Mall Omaha, NE 100% 859,446
 255,260
 81.1% Dillard's, JCPenney, Sears, Younkers
44 Oakwood Center Gretna, LA 100% 913,845
 399,817
 98.4% Dillard's, JCPenney, Sears
45 Oakwood Mall Eau Claire, WI 100% 817,880
 403,036
 95.3% JCPenney, Macy's, Sears, Younkers
46 Oglethorpe Mall Savannah, GA 100% 942,942
 406,358
 97.0% Belk, JCPenney, Macy's, Sears
47 Oxmoor Center (1) Louisville, KY 94% 917,596
 350,386
 95.5% Macy's, Sears, Von Maur
48 Paramus Park (1) Paramus, NJ 100% 764,902
 305,845
 98.6% Macy's, Sears
49 Park City Center Lancaster (Philadelphia), PA 100% 1,438,538
 535,373
 93.9% Boscov's, JCPenney, Kohl's, Sears, The Bon Ton
50 Park Place Tucson, AZ 100% 1,054,959
 473,502
 99.7% Dillard's, Macy's, Sears
51 Peachtree Mall Columbus, GA 100% 822,253
 301,038
 93.7% Dillard's, JCPenney, Macy's
52 Pecanland Mall Monroe, LA 100% 963,277
 347,841
 95.1% Belk, Burlington Coat Factory, Dillard's, JCPenney, Sears
53 Pembroke Lakes Mall Pembroke Pines (Fort Lauderdale), FL 100% 1,135,329
 354,054
 98.2% Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears
54 Pioneer Place (1) Portland, OR 100% 636,750
 347,852
 88.8%  
55 Prince Kuhio Plaza (1) Hilo, HI 100% 496,466
 310,046
 96.4% Macy's, Macy's Men's & Home & Childrens, Sears
56 Providence Place (1) Providence, RI 94% 1,251,502
 733,382
 99.7% Macy's, Nordstrom
57 Provo Towne Centre (1) (2) Provo, UT 75% 792,022
 300,303
 85.8% Dillard's, JCPenney, Sears
58 Quail Springs Mall Oklahoma City, OK 100% 1,111,708
 446,112
 97.9% Dillard's, JCPenney, Macy's, Von Maur
59 Red Cliffs Mall St. George, UT 100% 448,092
 155,757
 99.1% Dillard's, JCPenney, Sears
60 Ridgedale Center Minnetonka, MN 100% 1,102,775
 301,835
 97.9% JCPenney, Macy's, Sears, Nordstrom
61 River Hills Mall Mankato, MN 100% 707,654
 343,712
 94.9% Herberger's, JCPenney, Sears, Target
62 Rivertown Crossings Grandville (Grand Rapids), MI 100% 1,267,104
 631,479
 96.5% JCPenney, Kohl's, Macy's, Sears, Younkers
63 Rogue Valley Mall Medford (Portland), OR 100% 637,153
 280,169
 81.0% JCPenney, Kohl's, Macy's, Macy's Home Store
64 Sooner Mall Norman, OK 100% 504,208
 237,303
 100.0% Dillard's, JCPenney, Sears
Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
62
 Rivertown Crossings Grandville, MI 100% 1,273,370
 637,745
 97.0% JCPenney, Kohl's, Macy's, Sears, Younkers
63
 Sooner Mall Norman, OK 100% 504,208
 237,303
 95.4% Dillard's, JCPenney, Sears
64
 Southwest Plaza (1) Littleton, CO 100% 1,316,898
 676,554
 99.3% Dillard's, JCPenney, Macy's, Sears
65
 Spokane Valley Mall (1) Spokane, WA 100% 867,261
 351,650
 95.7% JCPenney, Macy's, Sears
66
 Staten Island Mall Staten Island, NY 100% 1,388,609
 648,095
 99.3% Sears, Macy's, JCPenney
67
 Stonestown Galleria San Francisco, CA 100% 836,697
 408,404
 99.5% Nordstrom, Macy's
68
 The Crossroads Portage, MI 100% 768,280
 265,319
 94.5% Burlington Coat Factory, JCPenney, Macy's, Sears
69
 The Gallery at Harborplace Baltimore, MD 100% 366,787
 98,497
 96.8%  
70
 The Maine Mall South Portland, ME 100% 944,466
 445,360
 99.7% JCPenney, Macy's, Sears
71
 The Mall in Columbia Columbia, MD 100% 1,421,966
 621,798
 99.2% Sears, JCPenney, Lord & Taylor, Macy's, Nordstrom
72
 The Oaks Mall Gainesville, FL 100% 906,791
 348,924
 96.9% Belk, Dillard's, JCPenney, Macy's, Sears
73
 The Parks Mall at Arlington Arlington, TX 100% 1,509,519
 760,574
 100.0% Dillard's, JCPenney, Macy's, Sears
74
 The Shoppes at Buckland Hills Manchester, CT 100% 1,063,932
 551,321
 98.1% JCPenney, Macy's, Macy's Men's & Home, Sears
75
 The Shops at La Cantera San Antonio, TX 75% 1,320,654
 619,994
 98.6% Dillard's, Macy's, Neiman Marcus, Nordstrom
76
 The Streets at Southpoint Durham, NC 94% 1,326,544
 600,197
 98.7% Belk, JCPenney, Macy's, Nordstrom, Sears
77
 The Woodlands Mall Woodlands, TX 100% 1,455,040
 700,021
 99.4% Dillard's, JCPenney, Macy's, Nordstrom
78
 Town East Mall Mesquite, TX 100% 1,223,098
 413,712
 98.1% Dillard's, JCPenney, Macy's, Sears
79
 Tucson Mall (1) Tucson, AZ 100% 1,257,044
 579,681
 98.0% Dillard's, JCPenney, Macy's, Sears
80
 Tysons Galleria (1) McLean, VA 100% 806,851
 294,918
 95.8% Neiman Marcus, Saks Fifth Avenue, Macy's
81
 Valley Plaza Mall Bakersfield, CA 100% 1,184,357
 527,389
 99.6% Sears, JCPenney, Macy's, Target
82
 Visalia Mall Visalia, CA 100% 435,498
 178,498
 98.4% JCPenney, Macy's
83
 Westlake Center (1) Seattle, WA 100% 133,132
 133,132
 97.6% Saks Off Fifth
84
 Westroads Mall Omaha, NE 100% 1,060,005
 530,969
 97.2%  
85
 White Marsh Mall Baltimore, MD 100% 1,166,400
 443,045
 97.8% JCPenney, Macy's, Macy's Home Store, Sears, Boscov's
86
 Willowbrook Wayne, NJ 100% 1,513,060
 483,000
 97.9% Bloomingdale's, Sears, Lord & Taylor, Macy's
87
 Woodbridge Center Woodbridge, NJ 100% 1,653,475
 636,801
 96.1% Boscov's, JCPenney, Lord & Taylor, Macy's, Sears
    Total Consolidated Retail Properties 83,930,519
 37,107,990
    
Unconsolidated Retail Properties          
88
 85 Fifth Avenue New York, NY 50% 12,946
 12,946
 100.0% Anthropologie
89
 522 Fifth Avenue New York, NY 10% 9.893
 9.893
 N/A
  
90
 730 Fifth Avenue New York, NY 50% 58,147
 25,475
 100.0% Bulgari, Mikimoto, Piaget, Zenga

14


Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
65 Southwest Plaza (3) Littleton, CO 100% 1,201,798
 559,849
 98.3% Dillard's, JCPenney, Macy's, Sears
66 Spokane Valley Mall (1) Spokane, WA 75% 866,156
 350,545
 94.8% JCPenney, Macy's, Sears
67 Staten Island Mall Staten Island, NY 100% 1,264,622
 524,108
 97.9% Macy's, Sears, JCPenney
68 Stonestown Galleria San Francisco, CA 100% 836,454
 408,161
 97.4% Macy's, Nordstrom
69 The Crossroads Portage (Kalamazoo), MI 100% 769,375
 266,414
 96.7% Burlington Coat Factory, JCPenney, Macy's, Sears
70 The Gallery At Harborplace (1) Baltimore, MD 100% 394,692
 111,371
 86.9%  
71 The Maine Mall (1) South Portland, ME 100% 1,022,894
 523,788
 99.5% JCPenney, Macy's, Sears, The Bon Ton
72 The Mall In Columbia Columbia, MD 100% 1,433,915
 633,747
 98.1% JCPenney, Lord & Taylor, Macy's, Nordstrom, Sears
73 The Oaks Mall Gainesville, FL 100% 906,104
 348,237
 94.7% Belk, Dillard's, JCPenney, Macy's, Sears
74 The Parks At Arlington Arlington (Dallas), TX 100% 1,510,413
 761,468
 99.7% Dillard's, JCPenney, Macy's, Sears
75 The Shoppes At Buckland Hills Manchester, CT 100% 1,072,972
 560,361
 93.8% JCPenney, Macy's, Macy's Men's & Home, Sears
76 The Shops At Fallen Timbers Maumee, OH 100% 612,582
 351,080
 95.1% Dillard's, JCPenney
77 The Shops at La Cantera San Antonio, TX 75% 1,317,115
 619,424
 99.3% Dillard's, Macy's, Neiman Marcus, Nordstrom
78 The Streets At Southpoint Durham, NC 94% 1,335,455
 609,108
 98.7% Hudson Belk, JCPenney, Macy's, Nordstrom, Sears
79 The Woodlands Mall Woodlands (Houston), TX 100% 1,377,487
 625,144
 99.3% Dillard's, JCPenney, Macy's, Nordstrom
80 Town East Mall Mesquite (Dallas), TX 100% 1,222,841
 413,455
 97.1% Dillard's, JCPenney, Macy's, Sears
81 Tucson Mall (1) Tucson, AZ 100% 1,281,249
 612,486
 95.8% Dillard's, JCPenney, Macy's, Sears
82 Tysons Galleria (1) McLean (Washington, D.C.), VA 100% 802,176
 290,243
 95.7% Macy's, Neiman Marcus, Saks Fifth Avenue
83 Valley Plaza Mall Bakersfield, CA 100% 1,177,704
 520,736
 99.9% JCPenney, Macy's, Sears, Target
84 Visalia Mall Visalia, CA 100% 435,146
 178,146
 95.6% JCPenney, Macy's
85 Westlake Center Seattle, WA 100% 108,785
 108,785
 93.2%  
86 Westroads Mall Omaha, NE 100% 1,050,022
 520,986
 96.4% JCPenney, Von Maur, Younkers
87 White Marsh Mall Baltimore, MD 100% 1,160,677
 437,322
 97.0% JCPenney, Macy's, Macy's Home Store, Sears, Boscov's
88 Willowbrook (1) Wayne, NJ 100% 1,518,937
 488,877
 100.0% Bloomingdale's, Lord & Taylor, Macy's, Sears
89 Woodbridge Center Woodbridge, NJ 100% 1,667,136
 650,462
 94.9% Boscov's, JCPenney, Lord & Taylor, Macy's, Sears
    Total Consolidated Retail Properties 89,156.533
 38,526.399
    
Unconsolidated Retail Properties          
90 522 Fifth Avenue New York, NY 10% 1,918
 1,918
 100.0%  
91 530 Fifth Avenue New York, NY 50% 31,230
 31,230
 100.0% Fossil, Desigual, Chase Bank
92 685 Fifth Avenue New York, NY 50% 126,477
 23,374
 100.0% Coach
Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
91
 Ala Moana Center (1) Honolulu, HI 63% 2,635,137
 1,243,385
 93.9% Macy's, Neiman Marcus, Saks Off Fifth, Target, Bloomingdale's, Nordstrom
92
 Alderwood Lynnwood, WA 50% 1,151,921
 584,695
 99.2% JCPenney, Macy's, Nordstrom
93
 Altamonte Mall Altamonte Springs, FL 50% 1,152,362
 473,814
 98.2% Dillard's, Sears, JCPenney, Macy's
94
 Bayside Marketplace (1) Miami, FL 12% 207,890
 206,787
 86.1% 
95
 Bridgewater Commons Bridgewater, NJ 35% 1,008,657
 411,896
 99.0% Bloomingdale's, Lord & Taylor, Macy's
96
 Carolina Place Pineville, NC 50% 1,090,328
 416,826
 97.6% Belk, Dillard's, JCPenney, Sears
97
 Christiana Mall (1) Newark, DE 50% 1,267,366
 626,054
 99.6%  
98
 Clackamas Town Center Happy Valley, OR 50% 1,411,512
 636,670
 97.8% JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears
99
 Fashion Show (1) Las Vegas, NV 50% 1,876,810
 843,522
 98.7% Dillard's, Macy's, Macy's Men's, Neiman Marcus, Nordstrom, Saks Fifth Avenue
100
 First Colony Mall Sugar Land, TX 50% 1,172,485
 553,437
 99.1% Dillard's, Dillard's Men's & Home, JCPenney, Macy's
101
 Florence Mall Florence, KY 50% 930,570
 378,163
 92.1% JCPenney, Macy's, Macy's Home Store, Sears
102
 Galleria at Tyler (1) Riverside, CA 50% 1,026,293
 558,085
 99.4% JCPenney, Macy's, Nordstrom
103
 Glendale Galleria (1) Glendale, CA 50% 1,475,403
 507,171
 98.4% Bloomingdale's, JCPenney, Macy's, Target
104
 Kenwood Towne Centre (1) Cincinnati, OH 50% 1,160,805
 519,484
 97.7% Dillard's, Macy's, Nordstrom
105
 Miami Design District Miami, FL 22% 848,256
 772,419
 62.9% Gucci, Bulgari, Fendi, Hermes, Louis Vuitton, Prada, Valentino
106
 Mizner Park (1) Boca Raton, FL 47% 511,838
 170,867
 97.0% Lord & Taylor
107
 Natick Mall Natick, MA 50% 1,680,199
 927,107
 98.3% Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom
108
 Northbrook Court Northbrook, IL 50% 1,014,027
 477,750
 97.4% Lord & Taylor, Macy's, Neiman Marcus
109
 Oakbrook Center (1) Oak Brook, IL 48% 2,457,186
 1,151,083
 95.4% Sears, Lord & Taylor, Macy's, Neiman Marcus, Nordstrom
110
 Otay Ranch Town Center Chula Vista, CA 50% 654,578
 514,578
 89.2% Macy's
111
 Park Meadows Lone Tree, CO 35% 1,574,044
 751,044
 97.1% Dillard's, JCPenney, Macy's, Nordstrom
112
 Perimeter Mall Atlanta, GA 50% 1,553,350
 500,076
 97.7% Dillard's, Macy's, Nordstrom, Von Maur
113
 Pinnacle Hills Promenade Rogers, AR 50% 1,006,999
 355,847
 93.2% Dillard's, JCPenney
114
 Plaza Frontenac St. Louis, MO 55% 485,074
 224,361
 94.5% Neiman Marcus, Saks Fifth Avenue
115
 Saint Louis Galleria St. Louis, MO 74% 1,180,297
 466,245
 98.6% Dillard's, Macy's, Nordstrom

15


Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
93 730 Fifth Avenue New York, NY 50% 97,628
 64,956
 100.0% Bulgari, Mikimoto, Piaget
94 85 Fifth Avenue New York, NY 50% 12,946
 12,946
 100.0% Anthropologie
95 Ala Moana Center (1) Honolulu, HI 62.5% 2,339,704
 1,113,336
 95.5% Macy's, Neiman Marcus, Nordstrom, Bloomingdale's
96 Alderwood Lynnwood (Seattle), WA 50% 1,323,297
 578,303
 98.9% JCPenney, Macy's, Nordstrom, Sears
97 Altamonte Mall Altamonte Springs (Orlando), FL 50% 1,161,675
 483,127
 97.0% Dillard's, JCPenney, Macy's, Sears
98 Bayside Marketplace (1) Miami, FL 51% 207,040
 205,937
 97.5%  
99 Bridgewater Commons Bridgewater, NJ 35% 1,001,464
 406,004
 97.1% Bloomingdale's, Lord & Taylor, Macy's
100 Carolina Place Pineville (Charlotte), NC 50% 1,159,861
 386,359
 97.2% Belk, Dillard's, JCPenney, Macy's, Sears
101 Christiana Mall (1) Newark, DE 50% 1,266,991
 625,679
 99.4% JCPenney, Macy's, Nordstrom, Target
102 Clackamas Town Center Happy Valley, OR 50% 1,410,992
 636,150
 99.6% JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears
103 First Colony Mall Sugar Land, TX 50% 1,129,963
 510,915
 99.4% Dillard's, Dillard's Men's & Home, JCPenney, Macy's
104 Florence Mall Florence (Cincinnati, OH), KY 50% 940,967
 388,560
 87.6% JCPenney, Macy's, Macy's Home Store, Sears
105 Galleria At Tyler (1) Riverside, CA 50% 1,027,845
 559,637
 99.4% JCPenney, Macy's, Nordstrom
106 Glendale Galleria (1) Glendale, CA 50% 1,473,107
 504,094
 98.8% Bloomingdale's, JCPenney, Macy's, Target
107 Kenwood Towne Centre (1) Cincinnati, OH 50% 1,161,167
 519,846
 100.0% Dillard's, Macy's, Nordstrom
108 Miami Design District (4) Miami, FL 15% 509,860
 417,943
 100.0% Bulgari, Fendi, Hermes, Louis Vuitton, Prada, Valentino
109 Mizner Park (1) Boca Raton, FL 47% 520,891
 176,870
 90.1% Lord & Taylor
110 Natick Mall Natick (Boston), MA 50% 1,500,606
 747,514
 98.5% Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom
111 Neshaminy Mall Bensalem, PA 50% 1,025,800
 391,619
 95.8% Boscov's, Macy's, Sears
112 Northbrook Court Northbrook (Chicago), IL 50% 1,014,506
 478,229
 95.3% Lord & Taylor, Macy's, Neiman Marcus
113 Oakbrook Center Oak Brook (Chicago), IL 48% 2,426,311
 1,112,337
 98.3% Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears
114 Otay Ranch Town Center Chula Vista (San Diego), CA 50% 646,996
 506,996
 96.8% Macy's
115 Park Meadows Lone Tree, CO 35% 1,577,029
 754,029
 98.8% Dillard's, JCPenney, Macy's, Nordstrom
116 Perimeter Mall Atlanta, GA 50% 1,564,332
 511,058
 97.1% Dillard's, Macy's, Nordstrom, Von Maur
117 Pinnacle Hills Promenade Rogers, AR 50% 987,521
 359,079
 94.6% Dillard's, JCPenney
118 Plaza Frontenac St. Louis, MO 55% 485,231
 224,518
 96.9% Neiman Marcus, Saks Fifth Avenue
119 Riverchase Galleria Hoover (Birmingham), AL 50% 1,498,623
 558,565
 96.6% Belk, JCPenney, Macy's, Sears, Von Maur

16


Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
Property
Count
 Property Name Location 
GGP
Ownership
 Total GLA 
Mall and
Freestanding GLA
 
Retail
Percentage
Leased
 Anchors
116
 Stonebriar Centre Frisco, TX 50% 1,706,864
 841,672
 98.5% Dillard's, JCPenney, Macy's, Nordstrom, Sears
117
 The Grand Canal Shoppes (1) Las Vegas, NV 50% 750,534
 629,200
 98.8% Barneys New York
118
 The Shops at The Bravern Bellevue, WA 40% 292,594
 167,957
 87.8% Life Time, Neiman Marcus
119
 The Shoppes at River Crossing Macon, GA 50% 743,624
 410,405
 98.2% Belk, Dillard's
120 Saint Louis Galleria (5) St. Louis, MO 74% 1,161,299
 447,247
 96.5% Dillard's, Macy's, Nordstrom
 Towson Town Center Towson, MD 35% 1,023,619
 604,490
 96.2% Macy's, Nordstrom
121 Stonebriar Centre Frisco (Dallas), TX 50% 1,711,171
 845,979
 98.1% Dillard's, JCPenney, Macy's, Nordstrom, Sears
 One Union Square San Francisco, CA 50% 41,715
 22,208
 100.0% Bulgari
122 The Grand Canal Shoppes (1) Las Vegas, NV 50% 767,144
 648,313
 100.0% Barneys New York
 Shops at Merrick Park (1) Coral Gables, FL 55% 845,733
 414,470
 98.6% Neiman Marcus, Nordstrom
123 The Shoppes At River Crossing Macon, GA 50% 728,709
 395,490
 97.9% Belk, Dillard's
 Water Tower Place Chicago, IL 47% 795,745
 410,808
 97.8% Macy's
124 The Shops at Bravern Bellevue, WA 40% 236,523
 111,886
 100.0% Neiman Marcus
 Whaler's Village Lahaina, HI 50% 116,587
 107,157
 100.0% 
125 Towson Town Center Towson, MD 35% 1,021,836
 602,707
 98.6% Macy's, Nordstrom
 Willowbrook Mall (1) Houston, TX 50% 1,522,888
 538,516
 97.9% Dillard's, JCPenney, Macy's, Macy's Men's, Sears
126 Union/Geary San Francisco, CA 50% 41,715
 22,208
 100.0% Bulgari
127 Union/Stockton San Francisco, CA 50% 16,987
 16,987
 100.0% Apple
128 Village Of Merrick Park (1) Coral Gables, FL 55% 839,979
 408,716
 97.4% Neiman Marcus, Nordstrom
129 Water Tower Place Chicago, IL 47% 794,716
 408,289
 98.6% Macy's
130 Whaler's Village Lahaina, HI 50% 106,520
 103,963
 100.0% 
131 Willowbrook Mall Houston, TX 50% 1,444,276
 459,904
 96.7% Dillard's, JCPenney, Macy's, Macy's Men's, Sears
 Total Unconsolidated Retail Properties   38,502,853
 17,762,817
     Total Unconsolidated Retail Properties   38,454,276
 18,466,563
   
 Total Retail Properties   127,659,386 56,289,216
     Total Retail Properties   122,384,794
 55,574,553
   
                   
OTHER RETAIL PROPERTIES
Property Count Property Name Location 
GGP
Ownership
 Total GLA 
Mall and Freestanding
GLA
 
Retail
Percentage
 Leased
 AnchorsProperty Count Property Name Location 
GGP
Ownership
 Total GLA 
Mall and Freestanding
GLA
 
Retail
Percentage
 Leased
 Anchors
132 Shopping Leblon Rio de Janeiro, Brazil 35% 256,045
 256,045
 99.5% 
133 Owings Mills Mall Owings Mills, MD 50% 1,085,619
 438,582
 28.0% JCPenney, Macy's
126
 Shopping Leblon Rio de Janeiro, Brazil 35% 256,045
 256,045
 99.5% 
 Total Strip and Other Retail 1,341,664
 694,627
     Total Other Retail 256,045
 256,045
   

(1)A portion of the property is subject to a ground lease.
(2)Sale of property closed subsequent to December 31, 2015.
(3)Southwest Plaza is currently under redevelopment.
(4)Investment is accounted for using the cost method of accounting for financial reporting purposes.
(5)Ownership of Saint Louis Galleria is more than 50% but management decisions are decided by the joint venture and the entity is unconsolidated for reporting purposes.


17



MORTGAGES, NOTES AND OTHER DEBT

The following table sets forth certain information regarding the mortgages and other indebtedness encumbering our consolidated properties and our Unconsolidated Real Estate Affiliates, as well as our unsecured corporate debt (dollars in thousands).
Name 
GGP
Ownership
 
Proportionate
Balance(1)
 
Maturity
Year(2)
 
Proportionate Balloon
Pmt at
Maturity
 
Interest
Rate
 
Parent
Recourse
as of
12/31/2015(3)
Fixed Rate    
    
    
Consolidated Property Level    
    
    
Brass Mill Center 100% $94,930
 2016 $93,347
 4.55%  No
Lakeside Mall 100% 147,856
 2016 144,451
 4.28%  No
Provo Towne Center (4) 75% 29,701
 2017 28,886
 4.53%  No
Four Seasons Town Centre 100% 79,193
 2017 72,532
 5.60%  No
Apache Mall 100% 94,375
 2017 91,402
 4.32%  No
Mall of Louisiana 100% 205,875
 2017 191,409
 5.82%  No
The Gallery at Harborplace - Other 100% 5,303
 2018 190
 6.05%  No
Hulen Mall 100% 125,308
 2018 118,702
 4.25%  No
Governor's Square 100% 69,599
 2019 66,488
 6.69%  No
Oak View Mall 100% 77,951
 2019 74,467
 6.69%  No
Coronado Center 100% 193,705
 2019 180,278
 3.50%  No
Park City Center 100% 184,242
 2019 172,224
 5.34%  No
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
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% 312,326
 2020 282,081
 4.06%  No
The Mall In Columbia 100% 348,469
 2020 316,928
 3.95%  No
Northridge Fashion Center 100% 233,291
 2021 207,503
 5.10%  No
Deerbrook Mall 100% 143,437
 2021 127,934
 5.25%  No
White Marsh Mall 100% 190,000
 2021 190,000
 3.66%  No
Park Place 100% 186,399
 2021 165,815
 5.18%  No
Providence Place 94% 337,279
 2021 302,577
 5.65%  No
Fox River Mall 100% 175,162
 2021 156,373
 5.46%  No
Oxmoor Center 94% 83,905
 2021 74,781
 5.37%  No
Rivertown Crossings 100% 158,257
 2021 141,356
 5.52%  No
Westlake Center - Land 100% 2,437
 2021 2,437
 12.90%  Yes - Full
Fashion Show - Other 100% 4,206
 2021 1,577
 6.06%  Yes - Full
Bellis Fair 100% 88,253
 2022 77,060
 5.23%  No
The Shoppes at Buckland Hills 100% 122,931
 2022 107,820
 5.19%  No
The Gallery at Harborplace 100% 77,797
 2022 68,096
 5.24%  No
The Streets at SouthPoint 94% 238,931
 2022 207,909
 4.36%  No
Spokane Valley Mall (4) 75% 44,610
 2022 38,484
 4.65%  No
Greenwood Mall 100% 63,000
 2022 57,469
 4.19%  No
North Star Mall 100% 319,506
 2022 270,113
 3.93%  No
Coral Ridge Mall 100% 109,806
 2022 98,394
 5.71%  No
Rogue Valley Mall 100% 54,862
 2022 48,245
 4.50%  No
The Oaks Mall 100% 131,895
 2022 112,842
 4.55%  No
Westroads Mall 100% 148,975
 2022 127,455
 4.55%  No
Coastland Center 100% 122,554
 2022 102,621
 3.76%  No
Pecanland Mall 100% 88,840
 2023 75,750
 3.88%  No
Crossroads Center (MN) 100% 101,558
 2023 83,026
 3.25%  No
Cumberland Mall 100% 160,000
 2023 160,000
 3.67%  No
The Woodlands 100% 250,526
 2023 207,057
 5.04%  No
Meadows Mall 100% 154,969
 2023 118,726
 3.96%  No
Oglethorpe Mall 100% 150,000
 2023 136,166
 3.90%  No
Prince Kuhio Plaza 100% 43,132
 2023 35,974
 4.10%  No
Augusta Mall 100% 170,000
 2023 170,000
 4.36%  No
Staten Island Mall 100% 253,295
 2023 206,942
 4.77%  No
Name 
GGP
Ownership
 
Proportionate
Balance (1)
 
Maturity
Year (2)
 
Proportionate Balloon
Pmt at
Maturity
 
Interest
Rate
 
Parent
Recourse
as of
12/31/2017 (3)
Fixed Rate    
    
    
Consolidated Property Level    
    
    
The Gallery at Harborplace - Other 100% $1,126
 2018 $190
 6.05%  No
Hulen Mall 100% 120,583
 2018 118,702
 4.25%  No
Governor's Square 100% 67,595
 2019 66,488
 6.69%  No
Oak View Mall 100% 75,707
 2019 74,467
 6.69%  No
Coronado Center 100% 185,646
 2019 180,278
 3.50%  Yes - Partial
Park City Center 100% 177,505
 2019 172,224
 5.34%  No
Fashion Place 100% 226,730
 2020 226,730
 3.64%  No
Mall St. Matthews 100% 180,610
 2020 170,305
 2.72%  No
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% 300,081
 2020 282,081
 4.06%  No
The Mall in Columbia 100% 335,658
 2020 316,928
 3.95%  No
Northridge Fashion Center 100% 224,303
 2021 207,503
 5.10%  No
Deerbrook Mall 100% 138,049
 2021 127,934
 5.25%  No

18


Name 
GGP
Ownership
 
Proportionate
Balance(1)
 
Maturity
Year(2)
 
Proportionate Balloon
Pmt at
Maturity
 
Interest
Rate
 
Parent
Recourse
as of
12/31/2015(3)
Stonestown Galleria 100% 180,000
 2023 164,720
 4.39%  No
Boise Towne Square 100% 130,345
 2023 106,372
 4.79%  No
The Crossroads (MI) 100% 96,782
 2023 80,833
 4.42%  No
Jordan Creek Town Center 100% 213,137
 2024 177,448
 4.37%  No
Woodbridge Center 100% 250,000
 2024 220,726
 4.80%  No
The Maine Mall 100% 235,000
 2024 235,000
 4.66%  No
Baybrook Mall 100% 249,178
 2024 212,423
 5.52%  No
The Parks At Arlington 100% 249,186
 2024 212,687
 5.57%  No
Fashion Show 100% 835,000
 2024 835,000
 4.03%  No
Beachwood Place 100% 220,000
 2025 184,350
 3.94%  No
Pembroke Lakes Mall 100% 260,000
 2025 260,000
 3.56%  No
Valley Plaza Mall 100% 240,000
 2025 206,847
 3.75%  No
Willowbrook Mall 100% 360,000
 2025 360,000
 3.55%  No
Boise Towne Plaza 100% 19,891
 2025 16,006
 4.13%  No
Paramus Park 100% 120,000
 2025 120,000
 4.07%  No
Glenbrook Square 100% 162,000
 2025 137,791
 4.27%  No
Peachtree Mall 100% 88,000
 2025 70,865
 4.31%  No
North Point Mall 100% 250,000
 2026 218,205
 4.54%  No
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
Provo Towne Center Land 75% 2,249
 2095 37
 10.00%  Yes - Full
Consolidated Property Level   $11,788,347   $10,733,249 4.43%  
             
Unconsolidated Property Level            
Riverchase Galleria 50% $152,500
 2017 $152,500
 5.65%  No
The Shops at Bravern 40% 20,854
 2017 20,273
 3.86%  No
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% 90,752
 2019 84,321
 4.50%  No
Natick Mall 50% 224,417
 2019 209,699
 4.60%  No
Oakbrook Center 48% 202,725
 2020 202,725
 3.66%  No
Christiana Mall 50% 117,094
 2020 108,697
 5.10%  No
Water Tower Place 47% 180,603
 2020 171,026
 4.35%  No
Kenwood Towne Centre 70% 152,540
 2020 137,191
 5.37%  No
Whaler's Village 50% 40,000
 2021 40,000
 5.42%  No
Village of Merrick Park 55% 95,380
 2021 85,797
 5.73%  No
Willowbrook Mall (TX) 50% 99,961
 2021 88,965
 5.13%  No
Northbrook Court 50% 64,302
 2021 56,811
 4.25%  No
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
Carolina Place 50% 87,500
 2023 75,542
 3.84%  No
Union Square Portfolio 50% 25,000
 2023 25,000
 5.12%  No
Galleria at Tyler 50% 93,537
 2023 76,716
 5.05%  No
Park Meadows 35% 126,000
 2023 112,734
 4.60%  No
Stonebriar Centre 50% 140,000
 2024 120,886
 4.05%  No
Pinnacle Hills Promenade 50% 60,067
 2025 48,805
 4.13%  No
Altamonte Mall 50% 80,000
 2025 69,045
 3.72%  No
Alderwood 50% 175,857
 2025 138,693
 3.48%  No
Towson Town Center 35% 113,761
 2025 97,713
 3.82%  No
Perimeter Mall 50% 137,500
 2026 137,500
 3.96%  No
Glendale Galleria 50% 215,000
 2026 190,451
 4.06%  No
Unconsolidated Property Level   $4,367,012   $4,119,103 4.30%  
             
Total Fixed Rate Debt   $16,155,359   $14,852,352 4.40%  
             
             
Name 
GGP
Ownership
 
Proportionate
Balance (1)
 
Maturity
Year (2)
 
Proportionate Balloon
Pmt at
Maturity
 
Interest
Rate
 
Parent
Recourse
as of
12/31/2017 (3)
White Marsh Mall 100% 190,000
 2021 190,000
 3.66%  No
Park Place 100% 179,359
 2021 165,815
 5.18%  No
Providence Place 94% 325,514
 2021 302,577
 5.65%  No
Fox River Mall 100% 168,887
 2021 156,373
 5.46%  No
Oxmoor Center 94% 80,852
 2021 74,781
 5.37%  No
Rivertown Crossings 100% 152,619
 2021 141,356
 5.52%  No
Westlake Center - Land 100% 2,437
 2021 2,437
 12.90%  Yes - Full
Bellis Fair 100% 84,966
 2022 77,060
 5.23%  No
The Shoppes at Buckland Hills 100% 118,557
 2022 107,820
 5.19%  No
The Gallery at Harborplace 100% 75,084
 2022 68,096
 5.24%  No
The Streets at SouthPoint 94% 230,041
 2022 207,909
 4.36%  No
Spokane Valley Mall 100% 57,199
 2022 51,312
 4.65%  No
Greenwood Mall 100% 62,581
 2022 57,469
 4.19%  No
North Star Mall 100% 305,868
 2022 270,113
 3.93%  No
Coral Ridge Mall 100% 106,825
 2022 98,394
 5.71%  No
The Oaks Mall 100% 126,860
 2022 112,842
 4.55%  No
Westroads Mall 100% 143,288
 2022 127,455
 4.55%  No
Coastland Center 100% 117,253
 2022 102,621
 3.76%  No
Pecanland Mall 100% 85,551
 2023 75,750
 3.88%  No
Crossroads Center (MN) 100% 96,886
 2023 83,026
 3.25%  No
Cumberland Mall 100% 160,000
 2023 160,000
 3.67%  No
The Woodlands 100% 240,352
 2023 207,057
 5.04%  No
Meadows Mall 100% 146,354
 2023 118,726
 3.96%  No
Oglethorpe Mall 100% 150,000
 2023 136,166
 3.90%  No
Prince Kuhio Plaza 100% 41,439
 2023 35,974
 4.10%  No
Augusta Mall 100% 170,000
 2023 170,000
 4.36%  No
Staten Island Mall 100% 242,783
 2023 206,942
 4.77%  No
Stonestown Galleria 100% 180,000
 2023 164,720
 4.39%  No
Boise Towne Square 100% 124,982
 2023 106,372
 4.79%  No
The Crossroads (MI) 100% 93,275
 2023 80,833
 4.42%  No
Jordan Creek Town Center 100% 205,374
 2024 177,448
 4.37%  No
Woodbridge Center 100% 247,604
 2024 220,726
 4.8%  No
The Maine Mall 100% 235,000
 2024 235,000
 4.66%  No
Baybrook Mall 100% 242,182
 2024 212,423
 5.52%  No
The Parks Mall at Arlington 100% 242,251
 2024 212,687
 5.57%  No
Beachwood Place 100% 217,078
 2025 184,350
 3.94%  No
Pembroke Lakes Mall 100% 260,000
 2025 260,000
 3.56%  No
Valley Plaza Mall 100% 240,000
 2025 206,847
 3.75%  No
Willowbrook Mall 100% 360,000
 2025 360,000
 3.55%  No
Boise Towne Plaza 100% 19,205
 2025 16,006
 4.13%  No
Paramus Park 100% 120,000
 2025 120,000
 4.07%  No
Glenbrook Square 100% 161,778
 2025 137,791
 4.27%  No
Peachtree Mall 100% 77,462
 2025 59,269
 3.94%  No
North Point Mall 100% 250,000
 2026 218,205
 4.54%  No
The Shops at La Cantera 75% 262,500
 2027 262,500
 3.6%  No
Mall of Louisiana 100% 325,000
 2027 281,575
 3.98%  No
Providence Place - Other 94% 31,118
 2028 2,247
 7.75%  No
Consolidated Property Level   10,270,227
   9,451,170
 4.41%  
             
Unconsolidated Property Level            
Plaza Frontenac 55% $28,600
 2018 $28,600
 3.04%  No

19


Name 
GGP
Ownership
 
Proportionate
Balance(1)
 
Maturity
Year(2)
 
Proportionate Balloon
Pmt at
Maturity
 
Interest
Rate
 
Parent
Recourse
as of
12/31/2015(3)
Variable Rate            
             
Consolidated Property Level            
Columbiana Centre (5) 100% $130,816
 2018 $128,177
 Libor + 175 bps  Yes - Full
Eastridge (WY) (5) 100% 48,228
 2018 47,255
 Libor + 175 bps  Yes - Full
Grand Teton Mall (5) 100% 48,859
 2018 47,873
 Libor + 175 bps  Yes - Full
Mayfair (5) 100% 347,813
 2018 340,796
 Libor + 175 bps  Yes - Full
Mondawmin Mall (5) 100% 81,011
 2018 79,377
 Libor + 175 bps  Yes - Full
North Town Mall (5) 100% 89,207
 2018 87,407
 Libor + 175 bps  Yes - Full
Oakwood (5) 100% 76,913
 2018 75,362
 Libor + 175 bps  Yes - Full
Oakwood Center (5) 100% 91,413
 2018 89,569
 Libor + 175 bps  Yes - Full
Pioneer Place (5) 100% 188,185
 2018 184,389
 Libor + 175 bps  Yes - Full
Red Cliffs Mall (5) 100% 30,261
 2018 29,650
 Libor + 175 bps  Yes - Full
River Hills Mall (5) 100% 76,283
 2018 74,744
 Libor + 175 bps  Yes - Full
Sooner Mall (5) 100% 78,931
 2018 77,338
 Libor + 175 bps  Yes - Full
Southwest Plaza (5) 100% 73,383
 2018 71,902
 Libor + 175 bps  Yes - Full
The Shops at Fallen Timbers (5) 100% 25,217
 2018 24,709
 Libor + 175 bps  Yes - Full
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
Consolidated Property Level   $1,995,445   $1,967,473 2.08%  
             
Unconsolidated Property Level            
Union Square Portfolio 50% $16,250
 2018 $16,250
 Libor + 400 bps  No
Ala Moana Construction Loan (6) 63% 220,029
 2019 220,029
 Libor + 190 bps  Yes - Partial
685 Fifth Avenue 50% 170,000
 2019 170,000
 Libor + 275 bps  No
Miami Design District 15% 63,680
 2019 63,680
 Libor + 250 bps  No
522 Fifth Avenue 10% 8,624
 2019 8,624
 Libor + 250 bps  No
530 Fifth Avenue 50% 15,500
 2019 15,423
 Libor + 788 bps  No
530 Fifth Avenue 50% 95,000
 2019 94,526
 Libor + 325 bps  No
Bayside Marketplace 51% 127,500
 2020 127,500
 Libor + 205 bps  No
Baybrook LPC Construction Loan (7) 53% 28,583
 2020 28,583
 Libor + 200 bps  Yes - Partial
730 Fifth Avenue (8) 37% 457,750
 2020 457,750
 Libor + 263 bps  No
Park Lane Construction Loan (9) 50% 24,416
 2020 24,416
 Libor + 325 bps  Yes - Partial
85 Fifth Avenue 50% 30,000
 2021 30,000
 Libor + 275 bps  No
Unconsolidated Property Level   $1,257,332   $1,256,781 3.10%  
             
             
Consolidated Corporate            
Junior Subordinated Notes Due 2036 100% $206,200
 2036 $206,200
 Libor + 145 bps  Yes - Full
Corporate Revolver 100% 315,000
 2020 315,000
 Libor + 155 bps  Yes - Full
Consolidated Corporate   $521,200   $521,200 1.84%  No
             
Total Variable Rate Debt   $3,773,977   $3,745,454 2.38%  
             
Total (10)   $19,929,336   $18,597,806 4.01%  
Name 
GGP
Ownership
 
Proportionate
Balance (1)
 
Maturity
Year (2)
 
Proportionate Balloon
Pmt at
Maturity
 
Interest
Rate
 
Parent
Recourse
as of
12/31/2017 (3)
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% 87,535
 2019 84,321
 4.5%  No
Natick Mall 50% 217,061
 2019 209,699
 4.60%  No
Oakbrook Center 48% 202,725
 2020 202,725
 3.66%  No
Christiana Mall 50% 113,747
 2020 108,697
 5.10%  No
Water Tower Place 47% 176,837
 2020 171,026
 4.34%  No
Kenwood Towne Centre 70% 146,791
 2020 137,191
 5.37%  No
Whaler's Village 50% 40,000
 2021 40,000
 5.42%  No
Shops at Merrick Park 55% 92,079
 2021 85,797
 5.73%  No
Willowbrook Mall (TX) 50% 96,131
 2021 88,965
 5.13%  No
Northbrook Court 50% 61,939
 2021 56,811
 4.25%  No
Fashion Show - Other 50% 1,704
 2021 788
 6.06%  Yes - Full
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
Carolina Place 50% 85,176
 2023 75,542
 3.84%  No
One Union Square 50% 25,000
 2023 25,000
 5.12%  No
Galleria at Tyler 50% 89,851
 2023 76,716
 5.05%  No
Park Meadows 35% 126,000
 2023 126,000
 4.60%  No
Stonebriar Centre 50% 139,196
 2024 120,886
 4.05%  No
Fashion Show 50% 417,500
 2024 417,500
 4.03%  No
Pinnacle Hills Promenade 50% 57,920
 2025 48,805
 4.13%  No
Altamonte Mall 50% 80,000
 2025 69,045
 3.72%  No
Alderwood 50% 168,971
 2025 138,693
 3.48%  No
Towson Town Center 35% 113,761
 2025 97,713
 3.82%  No
Perimeter Mall 50% 137,500
 2026 137,500
 3.96%  No
Glendale Galleria 50% 215,000
 2026 190,451
 4.06%  No
Baybrook Expansion 53% 74,200
 2027 74,200
 3.77% No
Unconsolidated Property Level   4,638,286
   4,452,084
 4.22%  
             
Total Fixed Rate Debt   14,908,513
   13,903,254
 4.35%  
             
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
685 Fifth Avenue 97% 329,902
 2019 329,902
 Libor + 275 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  Yes - Partial
530 Fifth Avenue 90% 99,253
 2021 99,253
 Libor + 325 bps  No
Brass Mill Center (4) 100% 66,127
 2021 63,179
 Libor + 175 bps  Yes - Partial
Columbiana Centre (4) 100% 123,651
 2021 118,140
 Libor + 175 bps  Yes - Partial
Eastridge (4) 100% 43,009
 2021 41,092
 Libor + 175 bps  Yes - Partial
Four Seasons (4) 100% 31,004
 2021 29,622
 Libor + 175 bps  Yes - Partial
Grand Teton Mall (4) 100% 45,160
 2021 43,147
 Libor + 175 bps  Yes - Partial


Name 
GGP
Ownership
 
Proportionate
Balance (1)
 
Maturity
Year (2)
 
Proportionate Balloon
Pmt at
Maturity
 
Interest
Rate
 
Parent
Recourse
as of
12/31/2017 (3)
Mayfair (4) 100% 345,686
 2021 330,278
 Libor + 175 bps  Yes - Partial
Mondawmin Mall (4) 100% 84,691
 2021 80,916
 Libor + 175 bps  Yes - Partial
North Town Mall (4) 100% 86,018
 2021 82,184
 Libor + 175 bps  Yes - Partial
Oakwood (4) 100% 70,535
 2021 67,391
 Libor + 175 bps  Yes - Partial
Oakwood Center (4) 100% 86,287
 2021 82,441
 Libor + 175 bps  Yes - Partial
Pioneer Place (4) 100% 126,339
 2021 120,708
 Libor + 175 bps  Yes - Partial
River Hills Mall (4) 100% 70,576
 2021 67,430
 Libor + 175 bps  Yes - Partial
Sooner Mall (4) 100% 71,445
 2021 68,260
 Libor + 175 bps  Yes - Partial
Southwest Plaza (4) 100% 114,834
 2021 109,716
 Libor + 175 bps  Yes - Partial
Consolidated Property Level   2,403,442
   2,342,584
 3.39%  
             
Unconsolidated Property Level            
Ala Moana Construction Loan (5) 63% $257,916
 2019 $257,916
 Libor + 175 bps  Yes - Partial
Miami Design District 22% 144,487
 2019 144,390
 Libor + 250 bps  No
522 Fifth Avenue 10% 9,188
 2019 9,188
 Libor + 250 bps  No
Bayside Marketplace 12% 30,000
 2020 30,000
 Libor + 205 bps  No
730 Fifth Avenue (6) 37% 457,750
 2020 457,750
 Libor + 263 bps  No
The Shops at The Bravern 40% 23,680
 2020 22,560
 Libor + 225 bps  No
85 Fifth Avenue 50% 30,000
 2021 30,000
 Libor + 275 bps  No
Unconsolidated Property Level   953,021
   951,804
 4.30%  
             
             
Consolidated Corporate            
Junior Subordinated Notes Due 2036 100% $206,200
 2036 $206,200
 Libor + 145 bps   Yes - Full
Consolidated Corporate   206,200
   206,200
 2.83%  
             
Total Variable Rate Debt   3,562,663
   3,500,588
 3.60%  
             
Total (7)   18,471,176
   17,403,842
 4.21%  


20


(1)Proportionate share (see Item 7) for Consolidated Properties presented exclusive of non-controlling interests. See reconciliation to our consolidated mortgages, notes and loans payable below.
(2)Assumes that all maturity extensions are exercised.
(3)Total recourse to GGP or its subsidiaries of approximately $1.9$1.2 billion, excluding the corporate revolver.
(4)Loan is cross-collateralized with other properties.
(5)Properties provide mortgage collateral as guarantors for $1.4 billion corporate borrowing and are cross collateralized.
(6)(5)Reflects the amount drawn as of December 31, 20152017 on the $450$430.0 million construction loan.loan ($268.8 million at share).
(7)Reflects the amount drawn as of December 31, 2015 on the $126 million construction loan.
(8)(6)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 GPP'sGGP's pro rata share of the property debt is approximately $458 million or 37%.
(9)Reflects the amount drawn as of December 31, 2015 on the $460 million construction loan.
(10)(7)Reflects amortization for the period subsequent to December 31, 2015.2017.













Below is a reconciliation of our proportionate share of mortgages, notes and loans payable (from above) to our consolidated mortgages, notes and loans payable per our Consolidated Balance Sheet as of December 31, 20152017 (dollars in thousands).
Total Maturities and Amortization, from above$19,929,336
Our share of Unconsolidated Real Estate Affiliates
(5,624,344)
Total Consolidated Debt14,304,992
Noncontrolling interests in consolidated real estate affiliates
143,553
Market rate adjustments, net33,022
Deferred financing costs, net(40,169)
Debt held for disposition(31,950)
Debt related to solar projects12,912
Junior Subordinated Notes Due 2036(206,200)
Mortgages, Notes and Loans Payable$14,216,160
Total Maturities and Amortization, from above$18,471,176
Debt related to solar projects and other49,543
Proportionate Portfolio Debt18,520,719
Deferred financing costs, market rate adjustments and other, net(49,371)
Junior Subordinated Notes Due 2036(206,200)
Proportionate Mortgages, Notes and Loans Payable$18,265,148
GGP Share of Unconsolidated Real Estate Affiliates(5,604,772)
Noncontrolling Interests172,083
Consolidated GAAP Mortgages, Notes and Loans Payable$12,832,459

Lease Expiration Schedule

The following table indicates various lease expiration information related to our retail properties owned as of December 31, 2015.2017. The table excludes expirations and rental revenue from temporary tenants and tenants that pay percent-in-lieu rent. See "Note 2—Summary of Significant Accounting Policies" for our accounting policies for revenue recognition from our tenant leases and "Note 10—9—Rentals Under Operating Leases" for the future minimum rentals of our operating leases for the consolidated properties.properties (dollars in thousands).

21


Year 
Number of
Expiring
Leases
 
Expiring GLA
at 100%
 
Percent of
Total
 
Expiring
Rent
 
Expiring
Rent ($psf)
 
Number of
Expiring
Leases
 
Expiring GLA
at 100%
 
Percent of
Total
 
Expiring
Rent
 
Expiring
Rent ($psf)
   (in thousands) (in thousands)  
Specialty Leasing 1,112
 2,336
 4.4% $50,248
 $21.51
 992
 1,832
 3.4% $44,150
 $24.10
2016 2,021
 6,456
 12.1% 360,090
 55.78
2017 1,899
 6,140
 11.5% 344,050
 56.03
2018 1,564
 5,406
 10.1% 342,177
 63.3
 1,982
 6,037
 11.3% 367,624
 60.90
2019 1,220
 5,384
 10.1% 315,985
 58.69
 1,750
 6,419
 12.0% 353,389
 55.06
2020 1,115
 4,135
 7.8% 254,256
 61.48
 1,475
 4,745
 8.9% 276,164
 58.20
2021 824
 3,120
 5.8% 213,633
 68.48
 1,290
 4,624
 8.6% 294,367
 63.66
2022 878
 3,647
 6.8% 237,319
 65.06
 1,318
 5,290
 9.9% 301,631
 57.02
2023 923
 3,825
 7.2% 278,354
 72.77
 1,038
 4,406
 8.2% 298,945
 67.85
2024 873
 4,225
 7.9% 308,271
 72.97
 868
 4,060
 7.6% 311,427
 76.71
2025 966
 4,450
 8.3% 350,043
 78.67
Subsequent 1,340
 8,670
 16.3% 541,684
 62.48
 2,130
 11,753
 21.9% 770,826
 65.59
Total 13,769
 53,345
 100.0% $3,246,068
 $60.85
 13,809
 53,614
 100.0% $3,368,568
 $62.83
Vacant Space 770
 1,720
     150
 1,833
    
Mall and Freestanding GLA 14,539
 55,065
     13,959
 55,447
     

ITEM 3.    LEGAL PROCEEDINGS
Other than certain cases as described below
In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and in Note 18, neitheroperations of our properties. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.
Urban Litigation
In October 2004, certain limited partners (the "Urban Plaintiffs") of Urban Shopping Centers, L.P. ("Urban") filed a lawsuit against Urban's general partner, Head Acquisition, L.P. ("Head"), as well as The Rouse Company, LP, Simon Property Group, Inc., Westfield America, Inc., and various of their affiliates, including Head's general partners (collectively, the "Urban Defendants"), in Circuit Court in Cook County, Illinois. GGP, GGP Operating Partnership, LP ("GGPOP") and other affiliates were later included as Urban Defendants. The lawsuit alleged, among other things, that the Urban Defendants breached the Urban partnership agreement, unjustly enriched themselves through misappropriation of partnership opportunities, failed to grow the partnership, breached their fiduciary duties, and tortiously interfered with several contractual relationships. The Urban Plaintiffs sought relief in the form of unspecified monetary damages and equitable relief requiring, among other things, the Urban Defendants, including the predecessor entity to GGP ("GGP, Inc.") and its affiliates, to engage in certain future transactions through Urban. On May 19, 2014 the Company settled the litigation and recorded a loss of $17.9 million, which is included in General and administrative expense in our Consolidated Statements of Operations and Comprehensive Income. The Company invested $60.0 million in Urban and contributed, at fair value, a 5.6% interest in three assets in exchange for preferred equity interests. The Company has no obligation to engage in future activity through Urban other than transactions associated with currently existing partnership assets.
Tax Indemnification Liability
Pursuant to various agreements made during GGP's emergence from bankruptcy in 2010, GGP previously indemnified Howard Hughes Corporation ("HHC") from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to Master Planned Communities ("MPC") taxes in an amount up to $303.8 million. Under certain circumstances, we agreed to be responsible for interest or penalties attributable to such MPC taxes in excess of the $303.8 million. The IRS disagreed with the method used to report gains for income tax purposes that are the subject of the MPC taxes. As a result of this disagreement, The Howard Hughes Company, LLC and Howard Hughes Properties, Inc. filed petitions in the United States Tax Court on May 6, 2011, contesting this liability for the 2007 and 2008 years and a trial was held in early November 2012. The United States Tax Court rendered its opinion on June 2, 2014, in favor of the IRS. On September 15, 2014, the United States Tax Court formally entered its decision awarding the IRS $144.1 million in taxes for 2007 and 2008. On December 12, 2014, we reached an agreement with HHC for settlement, which included the transfer of six office properties with a historical cost of $106.8 million and an agreed-upon value of $130.0 million and cash of $138.0 million in full settlement of the $322.0 million tax indemnification liability ($303.8 million plus applicable interest). As a result of the settlement, GGP recognized a gain on extinguishment of tax indemnification liability of approximately $77.2 million included in discontinued operations on the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2014.

22


ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

23


PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

See Note 1312 for information regarding shares of our common stock that may be issued under our equity compensation plans as of December 31, 20152017 and Note 1110 for information regarding redemptions of the common units of GGP Operating Partnership, L.P. held by limited partners (the "Common Units") for common stock.

The following line graph sets forth the cumulative total returns on a $100 investment in each of our Common Stock,common stock, S&P 500 and the FTSE National Association of REIT—Equity REITs from inception through December 31, 2015.2017.

Total Return Performance
Inception to December 20152017

As Of  November 9, 2010 December 31, 2010 December 31, 2011 December 31, 2012 December 31, 2013 December 31, 2014 December 31, 2015  November 9, 2010 December 31, 2010 December 31, 2011 December 31, 2012 December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 December 31, 2017
General Growth Properties, Inc. Cum $ 100
 115
 115
 160
 166
 238
 236
Return %   15.12
 14.79
 59.73
 65.52
 138.10
 136.45
GGP Inc. Cum $ 100
 115
 115
 160
 166
 238
 236
 226
 219
Return %   15.12
 14.79
 59.73
 65.52
 138.10
 136.45
 125.75
 119.09
FTSE NAREIT Equity REIT IndexCum $ 100
 102
 111
 131
 134
 174
 180
Cum $ 100
 102
 111
 131
 134
 174
 180
 195
 201
Return %   2.32
 10.80
 30.81
 34.04
 74.44
 80.01
Return %   2.32
 10.80
 30.81
 34.04
 74.44
 80.01
 95.35
 100.67
S&P 500 IndexCum $ 100
 104
 106
 123
 163
 185
 188
Cum $ 100
 104
 106
 123
 163
 185
 188
 210
 256
Return %   3.96
 6.15
 23.14
 63.02
 85.34
 87.90
S&P 500 IndexReturn %   3.96
 6.15
 23.14
 63.02
 85.34
 87.90
 110.37
 156.30





The following table summarizes the quarterly high and low sales prices of our common stock on the NYSE for 20152017 and 2014.2016.

24


 Stock Price Stock Price
Quarter Ended High Low High Low
2015  
  
2017  
  
December 31 $29.56
 $24.52
 $24.23
 $18.83
September 30 28.44
 24.22
 24.12
 20.31
June 30 30.53
 25.59
 24.37
 21.05
March 31 31.70
 28.12
 26.21
 22.34
2014    
2016    
December 31 $28.88
 $23.19
 $27.43
 $23.89
September 30 25.14
 22.92
 32.10
 27.29
June 30 24.35
 21.73
 29.92
 26.02
March 31 22.71
 19.38
 30.30
 24.43

The following table summarizes distributions per share of our common stock.
       
Declaration Date Record Date Payment Date 
Dividend
Per Share
2015      
November 2 December 15 January 4, 2016 $0.19
September 1 October 15 October 30, 2015 0.18
May 21 July 15 July 31, 2015 0.17
February 19 April 15 April 30, 2015 0.17
2014      
November 14 December 15 January 2, 2015 $0.17
August 12 October 15 October 31, 2014 0.16
May 15 July 15 July 31, 2014 0.15
February 26 April 15 April 30, 2014 0.15
       
Declaration Date Record Date Payment Date 
Dividend
Per Share
2018      
February 7 April 13, 2018 April 30, 2018 $0.22
2017      
October 31 December 15, 2017 January 5, 2018 $0.22
August 2 October 13, 2017 October 31, 2017 0.22
May 1 July 13, 2017 July 28, 2017 0.22
January 30 April 13, 2017 April 28, 2017 0.22
2016      
December 13 December 27, 2016 January 27, 2017 $0.26
October 31 December 15, 2016 January 6, 2017 0.22
August 1 October 14, 2016 October 31, 2016 0.20
May 2 July 15, 2016 July 29, 2016 0.19
February 1 April 15, 2016 April 29, 2016 0.19

Recent Sales of Unregistered Securities and Repurchase of Shares

The following table provides information with respect to the stock repurchases made by GGP during the year ended December 31, 2015:2017:
PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number or Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
June 2015650,000
$26.00
650,000
$100,656,624
August 20151,535,252
$25.71
1,535,252
$561,178,739
September 20151,868,368
$24.84
1,868,368
$514,762,922
November 2015270,869
$25.00
270,869
$507,992,103
Total4,324,489
$25.00
4,324,489
 
PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number or Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
March 20172,569,605
$23.16
2,569,605
$402,280,147
May 2017796,371
$21.90
796,371
$384,840,711
August 20176,324,240
$21.22
6,324,240
$250,614,062
September 20172,960,775
$21.12
2,960,775
$188,072,423
Total12,650,991
$21.64
12,650,991
 


(1)The Company's stock repurchase program, approved by our Board of Directors on August 8, 2011, authorizes the purchase of up to $250 million of the Company's common stock. On August 18, 2015, our Board of Directors approved an increase of $500 million to the Company's existing share repurchase program.


(1) The Company's stock repurchase program, approved by our Board of Directors on August 8, 2011, authorizes the purchase of up to $250 million of the Company's common stock. On August 18, 2015, our Board of Directors approved an increase of $500 million to the Company's existing share repurchase program.

25


ITEM 6.    SELECTED FINANCIAL DATA

The following table sets forth selected financial data which should be read in conjunction with the Consolidated Financial Statements and the related Notes and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this Annual Report.
 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Year Ended December 31, 2012 Year Ended December 31, 2011
 (Dollars in thousands, except per share amounts)
OPERATING DATA(1) 
  
  
    
Total revenues$2,403,906
 $2,535,559
 $2,486,017
 $2,426,301
 $2,350,249
Total expenses1,480,013
 1,594,046
 1,645,601
 1,644,998
 1,742,748
Income (loss) from continuing operations1,393,596
 398,011
 328,821
 (426,985) (189,161)
Net income (loss) available to common stockholders1,358,624
 649,914
 288,450
 (481,233) (313,172)
Basic earnings (loss) per share: 
  
  
    
Continuing operations1.54
 0.42
 0.32
 $(0.47) $(0.20)
Discontinued operations
 0.32
 (0.01) (0.05) (0.13)
Total basic earnings (loss) per share$1.54
 $0.74
 $0.31
 $(0.52) $(0.33)
Diluted earnings (loss) per share: 
  
  
    
Continuing operations1.43
 0.39
 0.32
 $(0.47) $(0.19)
Discontinued operations
 0.30
 (0.01) (0.05) (0.18)
Total diluted earnings (loss) per share$1.43
 $0.69
 $0.31
 $(0.52) $(0.37)
Dividends declared per share(2)$0.71
 $0.63
 $0.51
 $0.42
 $0.83
NET OPERATING INCOME ("NOI")(3)$2,245,829
 $2,136,580
 $2,048,552
 $1,955,776
 $1,895,441
COMPANY NOI(3)$2,282,169
 $2,172,543
 $2,090,123
 $1,988,988
 $1,925,066
EBITDA(4)$2,081,802
 $1,956,447
 $1,877,949
 $1,805,798
 $1,711,461
COMPANY EBITDA(4)$2,118,142
 $2,010,264
 $1,919,558
 $1,839,003
 $1,745,433
FUNDS FROM OPERATIONS ("FFO")(5)$1,299,454
 $1,320,197
 $1,030,852
 $521,080
 $908,122
COMPANY FFO(5)$1,376,806
 $1,255,651
 $1,148,233
 $986,041
 $869,704
CASH FLOW DATA(6) 
  
  
    
Operating activities1,064,888
 949,724
 889,531
 $807,103
 $502,802
Investing activities(312,755) (677,925) 166,860
 (221,452) 485,423
Financing activities(767,709) (476,599) (1,103,935) (533,708) (1,436,664)

26



 Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013
 (Dollars in thousands, except per share amounts)
OPERATING DATA (1) 
  
  
    
Total revenues$2,327,862
 $2,346,446
 $2,403,906
 $2,535,559
 $2,486,017
Total expenses1,489,605
 1,546,193
 1,480,013
 1,594,046
 1,645,601
Income from continuing operations666,873
 1,308,273
 1,393,596
 398,011
 328,821
Net income available to common stockholders641,398
 1,272,432
 1,358,624
 649,914
 288,450
Basic earnings per share: 
  
  
    
Continuing operations0.72
 1.44
 1.54
 $0.42
 $0.32
Discontinued operations
 
 
 0.32
 (0.01)
Total basic earnings per share$0.72
 $1.44
 $1.54
 $0.74
 $0.31
Diluted earnings per share: 
  
  
    
Continuing operations0.68
 1.34
 1.43
 $0.39
 $0.32
Discontinued operations
 
 
 0.30
 (0.01)
Total diluted earnings per share$0.68
 $1.34
 $1.43
 $0.69
 $0.31
Dividends declared per share$0.88
 $1.06
 $0.71
 $0.63
 $0.51
COMPANY NOI (2)$2,349,491
 $2,325,967
 $2,194,948
 $1,811,711
 $1,729,351
COMPANY EBITDA (3)$2,213,572
 $2,191,584
 $2,031,445
 $1,619,388
 $1,528,682
FUNDS FROM OPERATIONS ("FFO") (4)$1,530,591
 $1,500,848
 $1,299,454
 $1,320,197
 $1,030,852
COMPANY FFO (4)$1,500,568
 $1,471,250
 $1,376,806
 $1,255,651
 $1,148,233
CASH FLOW DATA (5) (6)         
Operating activities$1,294,612
 $1,136,151
 $1,068,586
 $950,794
 $872,637
Investing activities$(855,296) $521,411
 $(313,488) $(681,339) $158,029
Financing activities$(738,263) $(1,564,114) $(778,175) $(487,605) $(1,140,278)
As of December 31,As of December 31,
2015 2014 2013 2012 20112017 2016 2015 2014 2013
BALANCE SHEET DATA 
  
  
  
  
 
  
  
  
  
Investment in real estate assets—cost$23,791,086
 $25,582,072
 $25,405,973
 $26,327,729
 $27,650,474
$24,821,824
 $23,278,210
 $23,791,086
 $25,582,072
 $25,405,973
Total assets24,073,555
 25,281,632
 25,708,408
 27,238,173
 29,505,736
23,349,954
 22,732,746
 24,073,555
 25,281,631
 25,708,408
Total debt (7)14,422,360
 16,150,387
 15,824,742
 16,128,834
 17,336,799
13,038,659
 12,636,618
 14,422,360
 16,150,387
 15,824,742
Redeemable preferred noncontrolling interests157,903
 164,031
 131,881
 136,008
 120,756
52,256
 144,060
 157,903
 164,031
 131,881
Redeemable common noncontrolling interests129,724
 135,265
 97,021
 132,211
 103,039
195,870
 118,667
 129,724
 135,265
 97,021
Stockholders' equity8,270,043
 7,605,919
 8,103,121
 7,621,698
 8,483,329
8,795,660
 8,635,764
 8,270,043
 7,605,919
 8,103,121

(1)For all periods presented, the operating data related to continuing operations do not include the effects of amounts reported in discontinued operations. For the yearyears ended December 31, 2017, 2016 and 2015, the definition of discontinued operations changed based on updated accounting guidance. See Note 4 for further discussion of discontinued operations.
(2)The 2011 dividend includes the impact for the non-cash dividend distribution of Rouse Properties, Inc. ("RPI").
(3)NOI and Company NOI (as defined below) areis presented at our proportionate share and dodoes not represent income from operations as defined by GAAP.
(4)(3)EBITDA and Company EBITDA (as defined below) areis presented at our proportionate share and areis a supplemental measuresmeasure of operating performance and dodoes not represent income from operations as defined by GAAP.

(5)(4)FFO and Company FFO (as defined below) are presented at our proportionate share and do not represent cash flows from operations as defined by GAAP.
(6)(5)Cash flow data only represents GGP's consolidated cash flows as defined by GAAP and as such, operating cash flow does not include the cash received from our Unconsolidated Real Estate Affiliates, except to the extent of contributions to or distributions from our Unconsolidated Real Estate Affiliates.
(7)(6)We elected to early adoptadopted accounting guidance requiring companies to present debt issuance costs related to a recognized debt liability as a direct deduction fromwhich requires that the carrying amountstatement of that debt liability oncash flows explain the balance sheet.change during the reporting period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. This resulted in the reclassification of unamortized capitalized loan fees from deferred expenses to a direct reductionrestricted cash within the statement of the Company’s total debtcash flows for all periods presented.

Non-GAAP Financial Measures

The Company presents NOI, EBITDA and FFO as they are financial measures widely used in the REIT industry. Refer to Item 7 for definitions and reconciliations.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

27


Overview—Introduction

Our primary business is owning and operating best-in-class retail properties that provide an outstanding environment and experience for our communities, retailers, employees, consumers and shareholders.stockholders. We are an S&P 500 real estate company with a property portfolio comprised primarily comprised of Class A malls (as definedretail properties (defined primarily by sales per square foot) and urban retail properties. GGP Inc. defines best-in-class retail and modern luxury through curated merchandising and elegant culinary experiences set against the backdrop of refined ambiance across this distinguished collection of destinations. Our retail properties are the core centers of retail, dining, and entertainment within their trade areas and, therefore, represent hubs of such activity.daily life. As of December 31, 2015,2017, we own, either entirely or with joint venture partners, 131125 retail properties located throughout the United States comprising approximately 128122 million square feet of GLA.gross leasable area ("GLA").

We provide management and other services to substantially all of our properties, including properties which we own through joint venture arrangements and which are unconsolidated for GAAP purposes. Our management operating philosophies and strategies are the same whether the properties are consolidated or unconsolidated.

We seek to increase long-term Company NOI and Company EBITDA (as defined below) growth through proactive management and leasing of our properties. We also recycle capital through strategic dispositions in order to opportunistically invest in high quality retail properties, as well as control operating expenses. We believe that the most significant operating factor affecting incremental cash flow and Company EBITDA growth is increased rents earned from tenants at our properties. This growth is primarily achieved by:

contractual rent increases;
occupancy growth;
positive leasing spreads;
improved occupancy;
value creationincome from redevelopment projects.projects; and
We may also recycle capital by strategic dispositions, opportunistic investments in high quality retail properties and controllingmanaging operating expenses by leveraging our scale to maximize synergies is a critical component to Company EBITDA growth.expenses.

Overview

Net income attributable to GGP Inc. decreased 49.0% from $1.3 billion for the year ended December 31, 2016 to $0.7 billion for the year ended December 31, 2017 primarily due to gains on the sale of interests in three properties during 2016 (Note 3). Our Company NOI (as defined below) increased 5.0%1.0% from $2.3 billion for the year ended December 31, 2016 to $2.3 billion for the year ended December 31, 2017. Operating income increased 4.7% from $800.3 million for the year ended December 31, 2016 to $838.3 million for the year ended December 31, 2017. Our Company EBITDA (as defined below) increased 1.0% from $2.2 billion for the year ended December 31, 20142016 to $2.3$2.2 billion for the year ended December 31, 2015. Operating income decreased 1.9% from $941.5 million for the year ended December 31, 2014 to $923.9 million for the year ended December 31, 2015.2017. Our Company EBITDAFFO (as defined below) increased 5.4%2.0% from $2.0$1.5 billion for the year ended December 31, 20142016 to $2.1$1.5 billion for the year ended December 31, 2015. Our Company FFO (as defined below) increased 9.6% from $1.3 billion for the year ended December 31, 2014 to $1.4 billion for the year ended December 31, 2015. Net income attributable to General Growth Properties, Inc.increased 106.4% from $665.9 million for the year ended December 31, 2014 to $1.4 billion for the year ended December 31, 2015.2017.

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

During 20152017 we completed transactions and achieved operational goals in order to promote our long-term strategy to enhance the quality of our overall portfolio as follows (figures shown represent our proportionate share):portfolio. Refer to Item 1 for more information.
sold a total 37.5% interest in Ala Moana Center to joint venture partners for total consideration of $2.0 billion;
acquired interests in two retail properties located in New York City (730 Fifth Ave and 85 Fifth Ave) for total consideration of $710.2 million, which included equity of $222.5 million and debt of $487.7 million (Note 3);
acquired a 50% interest in a joint venture with Sears Holdings Corporation (subsequently Sears Holding Corporation sold its interest to Seritage Growth Properties) that owns anchor pads and in-place leases at 12 stores located at our properties for approximately $131.0 million;
sold interests in three assets for total consideration of $163.4 million, which resulted in a gain of $27.0 million;
repurchased 4.3 million of our common shares at $25.34 per share for a total price of $109.6 million;
acquired additional 2.5% equity interest in the Miami Design District Associates, LLC ("MDD"), a large urban retail development project for $40.0 million; and
purchased 1,125,760 shares of Seritage Growth Properties common stock at $29.58 per share for a total of $33.3 million.

28


Operating Metrics

The following table summarizes selected operating metrics for our portfolio.
December 31, 2015(1) December 31, 2014(1) % ChangeDecember 31, 2017 (1) December 31, 2016 (1)
In-Place Rents per square foot (2)   
  
   
Consolidated Retail Properties$65.09
 $63.80
 2.02%$65.49
 $65.03
Unconsolidated Retail Properties90.10
 87.04
 3.52%101.41
 100.81
Total Retail Properties$73.12
 $71.21
 2.68%$77.83
 $77.29
        
Percentage Leased 
  
  
 
  
Consolidated Retail Properties96.6% 97.2% (60) bps
97.3% 97.3%
Unconsolidated Retail Properties97.6% 97.4% 20 bps
95.5% 97.0%
Total Retail Properties96.9% 97.2% (30) bps
96.7% 97.2%
     
Tenant Sales Volume (All Less Anchors) (3)     
Consolidated Retail Properties$12,512
 $12,094
 3.46%
Unconsolidated Retail Properties8,469
 8,313
 1.88%
Total Retail Properties$20,981
 $20,407
 2.81%
     
Tenant Sales per square foot (3) 
  
  
Consolidated Retail Properties$511
 $488
 4.71%
Unconsolidated Retail Properties756
 754
 0.27%
Total Retail Properties$588
 $571
 2.98%


 December 31, 2017 December 31, 2016
Tenant Sales Volume (All Less Anchors) (1) (3)   
Consolidated Retail Properties$11,947
 $12,199
Unconsolidated Retail Properties9,041
 8,887
Total Retail Properties$20,988
 $21,086
    
Tenant Sales per square foot (1) (3) 
  
Consolidated Retail Properties$499
 $505
Unconsolidated Retail Properties763
 741
Total Retail Properties$587
 $583

(1)Metrics exclude properties acquired in the years ended December 31, 20152017 and 2014.2016, reductions in ownership as a result of sales or other transactions, and certain redevelopments and other properties.
(2)Rent is presented on a cash basis and consists of base minimum rent and common area costs.
(3)Tenant Sales Volume (All Less Anchors) is presented as total sales volume in millions of dollars and Tenant Sales <10,000 square feet is presented as sales per square foot in dollars.


29


Lease Spread Metrics

The following table summarizes signed leases that were scheduled or expected to commence in 2015 and 2016 compared to expiring leases in the same suite, for leases where (1) the downtime between new and previous tenant was less than 24 months, (2) the occupied space between the previous tenant and new tenant did not change by more than 10,000 square feet and (3) the new lease is at least a year.
 
Number
of Leases
 
Square
Feet
 Term/Years 
Initial Rent Per
Square Foot(1)
 
Expiring Rent Per
Square Foot(2)
 
Initial Rent
Spread
 % Change
Commencement 20151,664
 4,836,695
 6.5 $64.92
 $58.60
 $6.32
 10.8%
Commencement 2016497
 1,486,762
 6.5 $76.42
 $66.78
 $9.64
 14.4%
 Number of Leases Square Feet Term/Years Initial Rent Per Square Foot (1) Expiring Rent Per Square Foot (2) Initial Rent Spread % Change
Trailing 12 Month Commencements1,514
 4,549,974
 6.4 $58.29
 $53.36
 $4.94
 9.3%

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


Year Ended December 31, 20152017 and 20142016

The following table is a breakout of the components of minimum rents:
Year Ended December 31,    Year Ended December 31,    
2015 2014 $ Change % Change2017 2016 $ Change % Change
(Dollars in thousands)    (Dollars in thousands)    
Components of Minimum rents: 
  
  
  
Components of Minimum Rents: 
  
  
  
Base minimum rents$1,495,083
 $1,591,137
 $(96,054) (6.0)%$1,447,837
 $1,455,452
 $(7,615) (0.5)%
Lease termination income13,782
 10,589
 3,193
 30.2
29,081
 16,024
 13,057
 81.5
Straight-line rent27,811
 48,254
 (20,443) (42.4)2,084
 11,867
 (9,783) (82.4)
Above and below-market tenant leases, net(55,062) (66,285) 11,223
 (16.9)(23,963) (33,639) 9,676
 (28.8)
Total Minimum rents$1,481,614
 $1,583,695
 $(102,081) (6.4)%
Total minimum rents$1,455,039
 $1,449,704
 $5,335
 0.4 %

Base minimum rents decreased by $96.1$7.6 million primarily due to our sale of a 50% interest in Fashion Show during the third quarter of 2016. This resulted in $45.0 million less base minimum rents during 2017 compared to 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. The acquisition of the 50% interest in Riverchase Galleria from our joint venture partner and the acquisition of 605 N. Michigan Avenue during the fourth quarter of 2016 resulted in an offsetting $22.3 million increase in base minimum rents. In addition, the acquisition of our joint venture partner's interest in Neshaminy during the second quarter of 2017 and the transaction at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue during the third quarter of 2017 resulted in a $14.7 million increase in base minimum rents.

Lease termination income increased $13.1 million primarily due to lease terminations at multiple tenants spread across the portfolio during 2017.

Tenant recoveries decreased $24.5 million primarily due to our sale of an interest in Ala Moana CenterFashion Show during the firstthird quarter of 2015 and our2016. This resulted in $18.5 million less tenant recoveries during 2017 compared to 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. In addition, the sale of antwo operating properties during the third quarter of 2016 and the conveyance of one property to the lender during the second quarter of 2017 resulted in $6.4 million less tenant recoveries. The acquisition of the 50% interest in Bayside MarketplaceRiverchase Galleria from our joint venture partner during the fourth quarter of 2014. This2016 resulted in $118.8an offsetting $8.6 million less base minimum rents in 2015 compared to 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates (defined in Note 1). The offsetting increase in base minimum rents is a result of an increase in rent steps between December 31, 2015 and December 31, 2014.
Tenant recoveries decreased $49.9 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $61.5 million less tenant recoveries in 2015 compared to 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. The offsetting increase in tenant recoveries is primarily due to higher real estate tax recoveries of approximately $13.2 million in 2015.recoveries.

Overage rents decreased $7.6$7.7 million primarily due to our sale of an interest in Ala Moana Center duringacross the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $9.9 million less overage rents in 2015 compared to 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. The offsetting increase is a result of an increase in tenant sales between December 31, 2015 and December 31, 2014.portfolio.

Management fees and other corporate revenues increased $15.7$9.3 million primarily due to $6.3$7.2 million in fees related to the residential condominium joint venture at Ala Moana, $5.0 million inproperty and asset management fees related to the new Ala Moana Center and Bayside MarketplaceSeritage joint ventures, and $1.3venture during 2017 (Note 3), a $4.3 million one-time profit participation payment received during 2017 related to our Aeropostale joint venture (Note 5), $3.4 million in financingproperty management fees earnedrelated to the joint venture formed with Fashion Show during the third quarter of 2016 and $2.5 million in leasing fees at 730530 Fifth AvenueAvenue. This is partially offset by the divestiture of our investment in 2015.Seritage Growth Properties stock in 2016, which resulted in a $13.1 million gain (Note 2).
Other revenue
Real estate taxes increased $12.2$7.6 million primarily due to the saleacquisition of air rights at Ala Moana Center which resulted in a $25.0 million gain on sale in 2015. This increase was partially offset by our sale of anthe 50% interest in Ala Moana Center duringRiverchase Galleria from our joint venture partner, the first quarteracquisition of 2015 and our sale of an interest in Bayside Marketplace605 N. Michigan Avenue during the fourth quarter of 2014.2016 and the acquisition of our joint venture partner's interest in Neshaminy during the second quarter of 2017. This resulted in $11.3a $4.7 million less other revenueincrease in 2015real estate taxes during 2017 compared to 20142016. In addition, the transaction at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue during the third quarter of 2017 resulted in a $2.1 million increase in real estate taxes. Our sale of a 50% interest in Fashion Show during the third quarter of 2016 resulted in offsetting $1.5 million reduction in real estate taxes as the properties areproperty is now accounted for as an Unconsolidated Real Estate Affiliates.Affiliate.

30


a 50% interest in Fashion Show during the third quarter of 2016 resulted in a $1.2 million reduction in property maintenance costs as the property is now accounted for as an Unconsolidated Real estate taxesEstate Affiliate.

Marketing costs decreased $5.1$2.1 million primarily due to a change in corporate strategy that resulted in a net reduction in spending.

Provision for loan loss of $29.6 million relates to the settlement of the Rique note receivable during 2016 (Note 14).


Property management and other costs increased $6.6 million primarily due to bonus savings in the prior year.

Provision for impairment of $73.0 million is related to impairment charges recorded on three operating properties during 2016 (Note 2).

Depreciation and amortization increased $32.6 million primarily due to tenant write offs.

Interest expense decreased $29.3 million primarily due to our sale of ana 50% interest in Ala Moana CenterFashion Show during the firstthird quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014.2016. This resulted in $11.4$20.1 million less real estate taxes in 2015interest expense during 2017 compared to 20142016 as the properties areproperty is now accounted for as an Unconsolidated Real Estate Affiliates.Affiliate. In addition, we paid down a mortgage note at one of our operating properties during 2016, resulting in a $5.5 million decrease in interest expense (Note 6) and conveyed one property to the lender in full satisfaction of the debt during the second quarter of 2017, resulting in a $5.8 million decrease in interest expense. We also sold two operating properties during 2016, resulting in a $2.7 million decrease in interest expense (Note 3). The offsettingdecreases were partially offset by an increase in real estate taxes was a result of increased real estate taxes across the portfolio.
Property maintenance costs decreased $6.9 million primarily due to our sale of an interest in Ala Moana Center duringLIBOR rate over the first quarter of 2015prior year. In addition, the transaction at 218 West 57th Street, 530 Fifth Avenue and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This685 Fifth Avenue resulted in $4.8a $5.6 million less property maintenance costsincrease in 2015 comparedinterest expense over the period.

The gain on foreign currency during 2017 is related to 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. The remainderimpact of changes in the decrease is due to continued efforts to control operating expenses.
Other property operating costs decreased $30.8 million primarily due to our sale of an interest in Ala Moana Center duringexchange rate on the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $28.7 million less other property operating costs in 2015 compared to 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.
Property management and other costs increased $6.5 million primarily due to a reduction of the self-insurance obligations in 2014.
General and administrative decreased $13.6 million primarily due to a $17.9 million lossproceeds from the settlement of litigation in the second quarter of 2014 (Note 18).
There were provisions for impairment of $8.6 million in 2015 and $5.3 million in 2014 (Notes 2 and 5).
Depreciation and amortization decreased by $64.7 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $56.1 million less depreciation and amortization in 2015 compared to 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates.
Interest income increased $20.6 million primarily due to interest on notes receivable from our joint venture partners that were issued during 2015 (Note 14).
Interest expense decreased by $91.6 million primarily due to our sale of an interest in Ala Moana Center during the first quarter of 2015 and our sale of an interest in Bayside Marketplace during the fourth quarter of 2014. This resulted in $45.8 million less interest expense in 2015 compared to 2014 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. In addition, there was a $15.3 million decrease due to mortgage notes on four properties that were refinanced in 2014 and 2015 at lower interest rates, a $15.2 million decrease due to mortgage notes that were paid down during the first quarter of 2015, and interest on the corporate loan secured by fourteen properties decreased by $8.2 million due to a 2014 amendment that reduced the interest rate.
The loss on foreign currency is related to a note receivable denominated in Brazilian Reais and received in conjunction with the sale of Aliansce in the third quarter of 2013 (Note 14).

The gain from changes in control of investment properties and other of $79.1 million during 2017 relates to the transaction at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue, the acquisition of the remaining 50% interest in 8 of the 12 anchor boxes included in the GSPH joint venture with Seritage Growth Properties, the acquisition of the remaining interest in Neshaminy Mall and our sale of our interests in two properties (Note 3).

The gain on extinguishment of debt during 2017 relates to one property which was conveyed to the lender in full satisfaction of the debt (Note 3).

Benefit from income taxes increased $11.8 million primarily due to the one-time benefit resulting from the change in future Federal statutory tax rates due to the passing of the Tax Cuts and Jobs Act of 2017 on December 22, 2017.

Equity in income of Unconsolidated Real Estate Affiliates decreased by $78.9 million primarily due to the acquisition of the 50% interest in Riverchase Galleria from our joint venture partner during the fourth quarter of 2016. This resulted in $55.6 million less equity in income of Unconsolidated Real Estate Affiliates during 2017 compared to 2016. In addition, income recognition on condominiums decreased by $26.3 million during the period (Note 5). Our sale of a 50% interest in Fashion Show during the third quarter of 2016 resulted in offsetting $8.7 million increase in equity in income of Unconsolidated Real Estate Affiliates.

Unconsolidated Real Estate Affiliates - gain on investment of $12.0 million during 2017 is related to the sale of a portion of our interest in Aeropostale (Note 3).

Year Ended December 31, 2016 and 2015

The following table is a breakout of the components of minimum rents:
 Year Ended December 31,    
 2016 2015 $ Change % Change
 (Dollars in thousands)    
Components of Minimum Rents: 
  
  
  
Base minimum rents$1,455,452
 $1,495,083
 $(39,631) (2.7)%
Lease termination income16,024
 13,782
 2,242
 16.3
Straight-line rent11,867
 27,811
 (15,944) (57.3)
Above and below-market tenant leases, net(33,639) (55,062) 21,423
 (38.9)
Total minimum rents$1,449,704
 $1,481,614
 $(31,910) (2.2)%

Base minimum rents decreased by $39.6 million primarily due to the sale of an interest in Ala Moana Center during the first quarter of 2015 and the sale of an interest in Fashion Show during the third quarter of 2016. This resulted in $45.6 million less base minimum rents during 2016 compared to 2015 as the properties are now accounted for as Unconsolidated Real Estate Affiliates

(defined in Note 1). The resulting increase in base minimum rents is a result of rents from new developments, an increase in occupancy and contractual rent steps between 2015 and 2016.

Tenant recoveries decreased $21.5 million primarily due to the sale of an interest in Ala Moana Center during the first quarter of 2015 and the sale of an interest in Fashion Show during the third quarter of 2016. This resulted in $21.5 million less tenant recoveries during 2016 compared to 2015 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. In addition, the sale of two operating properties during the first quarter of 2016 resulted in a $8.2 million decrease in tenant recoveries. The offsetting increase in tenant recoveries is primarily due to higher real estate tax recoveries of $11.1 million during 2016.

Management fees and other corporate revenues increased $9.2 million primarily due to the divestiture of our investment in Seritage Growth Properties stock, which resulted in a $13.1 million gain in 2016 (Notes 2 and 4). In addition, the joint venture formed at Fashion Show during 2016 resulted in $2.5 million in management fees. This was partially offset by a $6.0 million fee related to the residential condominium joint venture at Ala Moana Center during 2015.

Other revenue decreased $11.8 million primarily due to the recognition of gains on the sale of air rights at Ala Moana Center. In 2015, gains of $25.0 million were recognized, and in 2016, $13.1 million of previously deferred gains were recognized.

Real estate taxes increased $6.8 million primarily due an increase in taxes at retail properties located in Texas, partially offset by the sale of an interest in Ala Moana Center during the first quarter of 2015 and the sale of an interest in Fashion Show during the third quarter of 2016. The sales resulted in $2.8 million less real estate taxes during 2016 compared to 2015 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. In addition, the sale of two operating properties during the first quarter of 2016 resulted in a $2.1 million decrease in real estate taxes.

Property maintenance costs decreased $5.0 million primarily due to the sale of an interest in Ala Moana Center during the first quarter of 2015 and the sale of an interest in Fashion Show during the third quarter of 2016. This resulted in $1.1 million less property maintenance costs during 2016 compared to 2015 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. In addition, the sale of two operating properties during the first quarter of 2016 resulted in a $1.1 million decrease in property maintenance costs. The additional decrease is primarily due to continued efforts to manage operating expenses.

Marketing costs decreased $8.8 million primarily due to a strategic change that resulted in a net reduction in spending.

Other property operating costs decreased $20.2 million primarily due to the sale of an interest in Ala Moana Center during the first quarter of 2015 and the sale of an interest in Fashion Show during the third quarter of 2016. This resulted in $9.0 million less other property operating costs during 2016 compared to 2015 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. In addition, the sale of two operating properties during the first quarter of 2016 resulted in a $6.5 million decrease in other property operating costs. The additional decrease is primarily due to continued efforts to manage operating expenses.

Provision for loan loss of $29.6 million relates to the settlement of the Rique note receivable during 2016 (Note 14).

Property management and other costs decreased $23.0 million primarily due to lower compensation and benefits in 2016.

General and administrative increased $5.3 million primarily due to an increase in transaction costs related to acquisitions and an increase in compensation expense (Note 12).

There were provisions for impairment of $73.0 million in 2016 and $8.6 million in 2015 (Notes 2 and 4).

Depreciation and amortization increased by $17.1 million primarily due to the acceleration of depreciation on anchor buildings that was demolished at two operating properties during 2016.

Interest and dividend income increased $10.7 million primarily due to interest on notes receivable entered into during 2015 with our joint venture partners at Miami Design District and 730 Fifth Avenue. The increase was partially offset by a decrease in interest income related to the note receivable with Rique that was settled during 2016 (Note 14).

Interest expense decreased by $36.5 million primarily due to the sale of an interest in Ala Moana Center during the first quarter of 2015 and the sale of an interest in Fashion Show during the third quarter of 2016. This resulted in a decrease of $22.9 million in interest expense during 2016 compared to 2015 as the properties are now accounted for as Unconsolidated Real Estate Affiliates. In addition, the sale of two operating properties during the first quarter of 2016 resulted in a $9.9 million decrease in interest expense.


The gain on foreign currency is related to the impact of changes in the exchange rate on a note receivable denominated in Brazilian Reais and received in conjunction with the sale of Aliansce in the third quarter of 2013. The note receivable was settled during 2016 (Note 14). The proceeds from the sale were held in Brazilian Reais as of December 31, 2016.

The gain from changes in control of investment properties and other of $722.9 million in 2016 primarily relates to the sale of an interest in Fashion Show, the acquisition of the interest in Riverchase Galleria, the sale of our interests in five operating properties, and additional deferred gains related to our sale of Ala Moana Center in 2015. The gain from changes in control of investment properties and other of $634.4 million in 2015 is primarily duerelates to ourthe sale of an interest in Ala Moana Center. Also, the gain onCenter and the sale of the office portion of 200 Lafayette is included in the amount (Note 3). The gain from change in control of investment properties of $91.2 million in 2014 is due to the sale of an interest in Bayside Marketplace (Note 3).

(Provision for) benefitfor income taxes of $0.9 million in 2016 primarily relates to taxes on condominiums offset by benefits related to solar investment tax credits. Benefit from income taxes increased by $45.6of $38.3 million in 2015 primarily duerelates to a $9.9 million adjustment for the impact of changes in the exchange rate on the note receivable denominated in Brazilian Reais a $8.5 million tax benefit onand the sale of air rights at Ala Moana in 2015, a $7.1 million reversal of FIN 48 liabilities in 2015 due to the expiration of the statute of limitations, a $6.4 million adjustment related to an internal property sale, and a $4.2 million benefit related to solar investment tax credits in 2015. limitations.

Equity in income of Unconsolidated Real Estate Affiliates increased by $21.8$158.2 million primarily due to our saleincome recognition on condominiums during 2016 (Note 5), a gain on the extinguishment of an interest indebt at Riverchase Galleria during the fourth quarter of 2016, the contribution of Ala Moana Center which causedinto an unconsolidated joint venture during 2015, the property to go from consolidated tocontribution of Fashion Show into an unconsolidated resulting in $32.7 million in additional equityjoint venture during the third quarter of 2016, and an increase in income of Unconsolidated Real Estate Affiliates. This was partially offset by our acquisition ofrelated to the Crown Building located at 730 Fifth Avenue, which decreased equity in incomewas acquired during the second quarter of Unconsolidated Real Estate Affiliates by $13.8 million primarily due to increased deprecation and amortization and interest expense.2015 (Note 3).

Unconsolidated Real Estate Affiliates - gain on investment in 2016 is primarily related to the sale of our interests in three operating properties and additional gain recognition as development progressed related to the sale of the additional 12.5% interest in Ala Moana Center during the second quarter of 2015 (Note 3). Unconsolidated Real Estate Affiliates - gain on investment during 2015 is primarily related to the sale of our interests in two operating properties and the sale of ourthe additional 12.5% interest in a joint venture in the third quarter of 2015 (Note 6).

31


Year Ended December 31, 2014 and 2013
The following table is a breakout of the components of minimum rents:
 Year Ended December 31,    
 2014 2013 $ Change % Change
 (Dollars in thousands)    
Components of Minimum rents: 
  
  
  
Base minimum rents$1,591,137
 $1,563,084
 $28,053
 1.8 %
Lease termination income10,589
 10,634
 (45) (0.4)
Straight-line rent48,254
 47,567
 687
 1.4
Above and below-market tenant leases, net(66,285) (67,344) 1,059
 (1.6)
Total Minimum rents$1,583,695
 $1,553,941
 $29,754
 1.9 %
Base minimum rents increased by $28.1 million primarily due to a 0.3% increase in occupancy between December 31, 2014 and December 31, 2013, the acquisition of an additional 50% of Quail Springs MallAla Moana Center during the second quarter of 2013, and the acquisition of two operating properties during the fourth quarter of 2013. These increases were partially offset by our contribution of The Grand Canal Shoppes and The Shoppes at the Palazzo into a joint venture during the second quarter of 2013, which resulted in lower base minimum rents during the year ended December 31, 2014 compared to the year ended December 31, 2013.
Tenant recoveries increased $22.5 million primarily due to higher fixed operating expense recoveries of approximately $11.5 million and higher real estate tax recoveries of approximately $9.4 million in 2014.
Overage rents decreased $4.4 million due in part to our contribution of The Grand Canal Shoppes and The Shoppes at the Palazzo into a joint venture during the second quarter of 2013. This resulted in $1.2 million less overage rents in 2014 compared to 2013,2015 including additional gain recognition as the properties are now accounted for as Unconsolidated Real Estate Affiliates.
Real estate taxes decreased $11.8 million primarily due to a $11.1 million settlement of a multi-year real estate tax suit with a municipality during the first quarter of 2013.
Property maintenance costs decreased $2.5 million primarily due to our contribution of The Grand Canal Shoppes and The Shoppes at the Palazzo into a joint venture during the second quarter of 2013. This resulted in a $4.9 million decrease in property maintenance costs in 2014 compared to 2013, as the properties are now accounted for as Unconsolidated Real Estate Affiliates.
Other property operating costs decreased $7.8 million primarily due to our contribution of The Grand Canal Shoppes and the Shoppes at The Palazzo into a joint venture during the second quarter of 2013. This resulted in a $5.8 million decrease in other property operating costs in 2014 compared to 2013, as the properties are now accounted for as Unconsolidated Real Estate Affiliates.
Property management and other costs decreased $9.4 million primarily due to a reduction of the self-insurance obligations in 2014.
General and administrative increased $14.8 million primarily due to a $17.9 million loss from the settlement of litigation in the second quarter of 2014 (Note 18).
There was a provision for impairment of $5.3 million in 2014 (Notes 2 and 5).
Depreciation and amortization decreased by $41.3 million primarily due to in-place leases becoming fully amortized during the year leading to a $34.6 million decrease in amortization expense. In addition, our contribution of The Grand Canal Shoppes and The Shoppes at the Palazzo into a joint venture during the second quarter of 2013 resulted in $12.0 million less in depreciation and amortization in 2014 as compared to 2013, as these properties are now accounted for as Unconsolidated Real Estate Affiliates.
Interest income increased $20.9 million primarily due to interest income received from the note receivable recorded in conjunction with the sale of Aliansce in the third quarter of 2013 and secured partner loans provided in 2014.
Interest expense decreased by $23.9 million primarily due to our contribution of The Grand Canal Shoppes and The Shoppes at the Palazzo into a joint venture during the second quarter of 2013. This resulted in a $10.3 million decrease in interest expense in 2014 compared to 2013, as the properties are now accounted for as Unconsolidated Real Estate Affiliates (defined in Note 1). In addition, interest expense decreased due to the redemption of $700.5 million of unsecured corporate bonds in 2013 and refinancing activity resulting in lower interest rates (Note 7).
The loss on foreign currency is related to a note receivable denominated in Brazilian Reais, and received in conjunction with the sale of Aliansce in the third quarter of 2013 (Note 14).

32


The gain from change in control of investment properties of $91.2 million in 2014 is due to the sale of an interest in Bayside Marketplacedevelopment progressed (Note 3). The 2013 gain from change in control of investment properties of $219.8 million is due to our contribution of The Grand Canal Shoppes and The Shoppes at the Palazzo into a joint venture and the purchase of our partner's interest in Quail Springs Mall previously held in a joint venture.
The loss on extinguishment of debt of $36.5 million in 2013 is the result of fees incurred for the early payoff of debt. $20.5 million of such fees were expensed as a result of the early redemption of $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015. In addition, we expensed $6.6 million in financing fees resulting from the refinancing of the $1.5 billion secured corporate loan, $3.5 million as a result of the early redemption of $91.8 million of 5.38% unsecured corporate bonds due November 26, 2013, and $5.9 million as a result of the early payoff of mortgage debt at one operating property.
Preferred Stock issued during the first quarter of 2013 resulted in $15.9 million in preferred stock dividends accrued during 2014 (Note 11).
Liquidity and Capital Resources

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

We anticipate maintaining financial flexibility by managing our future maturities, amortization of debt, and minimizing cross collateralizations and corporate guarantees. We believe that we currently have sufficient liquidity to satisfy all of our commitments in the form of $356.9$164.6 million of consolidated unrestricted cash and $735.0 million$1.5 billion, including the uncommitted accordion feature, of available credit under our credit facility as of December 31, 2015,2017, as well as anticipated cash provided by operations.

Our key financing objectives include:

to obtain property-secured debt with laddered maturities;
to strategically leverage unencumbered retail properties; and
to minimize the amount of debt that is cross collateralized and/or recourse to us.

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

During 2015, the following refinancingyear ended December 31, 2017, we paid down a $73.4 million consolidated mortgage note at one property. The loan had a term-to-maturity of 0.2 years and capital transactions (at our proportionate share) occurred:
completed $800.0 million in secured refinancings, lowering thean interest rate 210 basis points from 5.8%of 5.6%. The property subsequently replaced a property that was sold during the year ended December 31, 2017 as collateral in our $1.4 billion loan secured by cross-collateralized mortgages on 14 properties. In addition, we obtained a new consolidated mortgage note at one property for $325.0 million with an interest rate of 3.98%. We also obtained a new unconsolidated mortgage note at one property for $74.2 million with an interest rate of 3.77% and paid down a $60.0 million unconsolidated mortgage note at that property with an interest rate of LIBOR plus 1.75%. Finally, we refinanced a $190.0 million consolidated mortgage note with a $110.0 million consolidated mortgage note. Both notes had an interest rate of LIBOR plus 3.25%. Additional financing activity related to 3.7%, lengtheningdraws and repayments on the term-to-maturity from 1.2 years to 10.7 years, and generating net proceeds of $249.2 million;corporate revolver.

During the year ended December 31, 2016, we paid down $594.3$294.4 million of consolidated mortgage notes withat two properties. The prior loans had a weighted-average term-to-maturity of 1.51.2 years and a weighted-average interest rate of 5.3%; and. In conjunction with the pay down of the loans, we paid $5.4 million in transaction costs.

obtained new mortgage notes totaling $250.0 million on two properties with a weighted-average term-to-maturity of 10.0 years and a weighted-average interest rate of 4.3%.

As of December 31, 2015,2017, we had $1.8$3.4 billion of debt pre-payable at our proportionate share without penalty. We may pursue opportunities to refinance this debt at lower interest rates and longer maturities.

As of December 31, 2015,2017, our proportionate share of total debt aggregated $19.9$18.6 billion. Our total debt includes our consolidated debt of $14.4$13.0 billion and our share of Unconsolidated Real Estate Affiliates debt of 5.5$5.6 billion. Of our proportionate share of total debt, $1.9$1.2 billion (excluding the corporate revolver) is recourse to the Company or its subsidiaries (including the facility) due to guarantees or other security provisions for the benefit of the note holder.holders.

The amount of debt due in the next three years represents 14.8%30.8% of our total debt at maturity. The maximum amount due in any one of the next ten years is no more than $3.1 billion at our proportionate share or approximately 16.7%17.7% of our total debt at maturity.

The following table illustrates the scheduled payments for our proportionate share of total debt as of December 31, 2015.2017. The $206.2 million of Junior Subordinated Notes are due in 2036, but we may redeem them any time after April 30, 2011 (Note 7)6). As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to 2022.

33


Consolidated UnconsolidatedConsolidated Unconsolidated
(Dollars in thousands)(Dollars in thousands)
2016$240,481
 $
2017382,752
 173,526
20181,728,259
 202,772
$334,697
 $194,773
2019920,157
 1,130,606
1,243,082
 1,022,636
20201,912,267
 1,278,452
1,514,699
 1,103,769
20212,954,281
 321,011
20221,441,592
 1,129,894
Subsequent9,238,444
 2,745,196
5,550,308
 1,786,883
$14,422,360
 $5,530,552
$13,038,659
 $5,558,966


We believe we will be able to extend the maturity date, repay under our available line of credit or refinance the consolidated debt that is scheduled to mature in 2016.2018. We also believe that the joint ventures will be able to refinance the debt of our Unconsolidated Real Estate Affiliates upon maturity; however there can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

Acquisitions and Joint Venture Activity

From time-to-time we may acquire whole or partial interests in high-quality retail properties or make strategic dispositions. Refer to Note 3 for more information.
During the year ended December 31, 2015, the following transactions (at our proportionate share) occurred:
sold a total 37.5% interest in Ala Moana Center to joint venture partners for total consideration of $2.0 billion;
acquired interests in two retail properties located in New York City (730 Fifth Ave and 85 Fifth Ave) for total consideration of $710.2 million, which included equity of $222.5 million and the assumption of debt of $487.7 million (Note 3);
acquired a 50% interest in a joint venture with Sears Holdings Corporation (subsequently Sears Holdings Corporation sold its interest to Seritage Growth Properties) that owns anchor pads and in-place leases at 12 stores located at our properties for a net amount of approximately $131.0 million;
sold interests in three assets for total consideration of $163.4 million, which resulted in a gain of $27.0 million;
repurchased 4.3 million of our common shares at $25.34 per share for a total price of $109.6 million;
acquired an additional 2.5% interest in the Miami Design District Associates, LLC ("MDD"), a large urban retail development project for $40.0 million; and
purchased 1,125,760 shares of Seritage Growth Properties common stock at $29.58 per share for a total of $33.3 million as part of the spin-off from Sears Holdings Corporation.
Warrants and Brookfield Investor Ownership

As of December 31, 2016, Brookfield owns or manages on behalfand certain parties who were previously members of third partiesa Brookfield investor consortium owned all of the Company's outstanding Warrants (Note 9) which are exercisable into approximately 61 million common8). During 2017, Brookfield, Abu Dhabi Investment Authority and Future Fund Board of Guardians exercised Warrants for 83,866,187 shares of the Company at a weighted-average exercise price of $8.82 perCompany's common stock using both full share assumingand net share settlement. The strike price and common shares issuable under the Warrants will adjust for dividends declared by the Company.
As of February 4, 2015, Brookfield's potential ownership of the Company (assuming full share settlement of the Warrants) was 39.8%, which is stated in their Form 13D filed on the same date. If Brookfield held or managed this same ownership through the maturity date of the Warrant assuming: (a) GGP's common stock price increased $10 per share and (b) theDecember 31, 2017, no Warrants were adjusted for the impact of regular dividends, we estimate that their ownership would be 38.9% under net share settlement, and 40.2% under full share settlement.remained outstanding.

Developments and Redevelopments

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

We have identified approximately $2.3$1.5 billion of income producing development and redevelopment projects within our portfolio, over 80% of which is being invested into Class A malls. We plan to fund these developments and redevelopments with available

34


cash flow, construction financing, proceeds from debt refinancings and net proceeds from asset sales. We continue to evaluate a number of other redevelopment projects to further enhance the quality of our assets. We currently expect to achieve returns that average 9-11%7-9% for all projects (cash on cost, first year stabilized). Expected returns are based on the completion of current and future redevelopment projects, and the success of the leasing and asset management plans in place for each project. Expected

returns are subject to a number of variables, risks, and uncertainties including those disclosed within Item 1A of our Annual Report. We also refer the reader to our disclosure related to forward-looking statements, below. The following table illustrates our planned redevelopments:
PropertyDescription GGP's Total Projected Share of Cost GGP's Investment to Date (1) Expected Return on Investment (2) % Opening on Open Date Stabilized Year
Major Development Summary (in millions, at share unless otherwise noted)  
  
      
            
Open           
Projects Open Prior to Q4 2015  
  
      
Various MallsVarious projects open prior to Q4 2015 $500
 $461
 11%   2016
            
Projects Opened in Q4 2015          
Mayfair Mall 3 Wauwatosa, WI
Nordstrom 57
 54
 7-8% 90% 2016
            
Ridgedale Center 3
Minnetonka, MN
Nordstrom, Macy's Expansion, New Inline 110
 101
 7-9% 40% 2017
            
Southwest Plaza
Littleton, CO
Redevelopment 74
 69
 9-10% 80% 2017
            
Baybrook Mall
Friendswood, TX
Expansion 95
 63
 8-10% 50% 2017
            
Ala Moana Center 3
Honolulu, HI
Demolish existing Sears store and expand mall, adding anchor, box and inline tenants, reconfigure center court 343
 335
 11% 50% 2017
            
Various MallsVarious projects opening Q4 2015 99
 77
 9-10% 90% 2017
            
 Total Open Projects $1,278
 $1,160
      
            
Under Construction   
  
      
            
Staten Island Mall
Staten Island, NY
Expansion 199
 13
 8-9%   2019
            
Other Projects
Various Malls
Redevelopment projects at various malls $203
 $63
 6-8%   2017-2018
            
 Total Projects Under Construction $402
 $76
      
            
Projects in Pipeline   
  
      
            
New Mall Development
Norwalk, CT
Ground up mall development 285
 43
 8-10%   2020
            
Ala Moana Center Honolulu, HINordstrom box repositioning 53
 22
 9-10%   2018
            
Other Projects
Various Malls
Redevelopment projects at various malls 304
 90
 8-9%   TBD
            
 Total Projects in Pipeline $643
 $155
 
    
            
 Total Development Summary $2,323
 $1,391
 9-11%    
PropertyDescription GGP's Total Projected Share of Cost GGP's Investment to Date (1) Expected Return on Investment (2) Stabilized Year
Major Development Summary (in millions, at share unless otherwise noted)  
  
    
Under Construction         
New Property DevelopmentGround up development $525
 $133
   2020
Norwalk, CT         
          
Staten Island MallExpansion 231
 111
   2019
Staten Island, NY         
          
Other ProjectsRedevelopment projects at various properties 628
 445
   2018
 Total Projects Under Construction $1,384
 $689
 7-8%  

(1)Projected costs and investments to date exclude capitalized interest and internal overhead.
(2)Return on investment represents first year stabilized cash on cost return, based upon budgeted assumptions. Actual costs may vary.

(1)Projected costs and investments to date exclude capitalized interest and internal overhead.
(2)Return on investment represents first year stabilized cash on cost return, based upon budgeted assumptions.  Actual costs may vary.
(3)Project ROI includes income related to uplift on existing space.

35


Our investment in these projects for the year ended December 31, 20152017 increased from December 31, 20142016 in conjunction with the applicable development plan and completionas projects near completion. The continued progression of projects. The completion of the projects at Ala Moana Center, Baybrook Mall and Southwest Plaza and continued construction on otherredevelopment projects resulted in increases to GGP'sGGP’s investment to date.

Capital Expenditures, Capitalized Interest and Overhead (at share)

The following table illustrates our capital expenditures, capitalized interest, and internal costs associated with leasing and development overhead, which primarily relate to ordinary capital projects at our operating properties. In addition, we incurred tenant allowances and capitalized leasing costs for our operating properties as outlined below. Capitalized interest is based upon qualified expenditures and interest rates; capitalized leasing and development costs are based upon time expended on these activities. These costs are amortized over lives which are consistent with the related asset.
Year Ended December 31,Year Ended December 31,
2015 20142017 2016
(Dollars in thousands)(Dollars in thousands)
Capital expenditures (1)$180,443
 $174,695
$172,807
 $161,803
Tenant allowances (2)150,272
 132,242
184,138
 154,656
Capitalized interest and capitalized overhead65,920
 58,217
60,938
 58,662
Total$396,635
 $365,154
$417,883
 $375,121

(1)Reflects only non-tenant operating capital expenditures.
(2)Tenant allowances paid on 4.9 million square feet.
(1)Reflects only non-tenant operating capital expenditures.
(2)Tenant allowances paid on 2.7 million square feet.
The increase in capital expenditures is primarily driven by regular expenditures to improve and maintain the quality of our properties.










Common Stock Dividends

Our Board of Directors declared common stock dividends during 20152017 and 20142016 as follows:
Declaration Date Record Date Payment Date 
Dividend
Per Share
2015      
November 2 December 15 January 4, 2016 $0.19
September 1 October 15 October 30, 2015 0.18
May 21 July 15 July 31, 2015 0.17
February 19 April 15 April 30, 2015 0.17
2014      
November 14 December 15 January 2, 2015 $0.17
August 12 October 15 October 31, 2014 0.16
May 15 July 15 July 31, 2014 0.15
February 26 April 15 April 30, 2014 0.15
Declaration Date Record Date Payment Date Dividend Per Share
2018      
February 7 April 13, 2018 April 30, 2018 $0.22
2017      
October 31 December 15, 2017 January 5, 2018 $0.22
August 2 October 13, 2017 October 31, 2017 0.22
May 1 July 13, 2017 July 28, 2017 0.22
January 30 April 13, 2017 April 28, 2017 0.22
2016      
December 13 December 27, 2016 January 27, 2017 $0.26
October 31 December 15, 2016 January 6, 2017 0.22
August 1 October 14, 2016 October 31, 2016 0.20
May 2 July 15, 2016 July 29, 2016 0.19
February 1 April 15, 2016 April 29, 2016 0.19


36


Preferred Stock Dividends

Our Board of Directors declared preferred stock dividends during 20152017 and 20142016 as follows:
Declaration Date Record Date Payment Date 
Dividend
Per Share
2015      
November 2 December 15 January 4, 2016 $0.3984
September 1 September 15 October 1, 2015 0.3984
May 21 June 15 July 1, 2015 0.3984
February 19 March 16 April 1, 2015 0.3984
2014      
November 14 December 15 January 2, 2015 $0.3984
August 12 September 15 October 1, 2014 0.3984
May 15 June 16 July 1, 2014 0.3984
February 26 March 17 April 1, 2014 0.3984
Declaration Date Record Date Payment Date Dividend Per Share
2018      
February 7 March 15, 2018 April 2, 2018 $0.3984
2017      
October 31 December 15, 2017 January 2, 2018 $0.3984
August 2 September 15, 2017 October 2, 2017 0.3984
May 1 June 15, 2017 July 3, 2017 0.3984
January 30 March 15, 2017 April 3, 2017 0.3984
2016      
October 31 December 15, 2016 January 3, 2017 $0.3984
August 1 September 15, 2016 October 3, 2016 0.3984
May 2 June 15, 2016 July 1, 2016 0.3984
February 1 March 15, 2016 April 1, 2016 0.3984

Summary of Cash Flows

Cash Flows from Operating Activities

Net cash provided by operating activities was $1,064.9$1,294.6 million for the year ended December 31, 2015, $949.72017, $1,136.2 million for the year ended December 31, 2014,2016, and $889.5$1,068.6 million for the year ended December 31, 2013.2015. Significant components of net cash provided by operating activities include:

2017 Activity

increase in distributions received from Unconsolidated Real Estate Affiliates; and
decrease in marketing and property maintenance and operating costs due to a continued effort to reduce operating expenses.

2016 Activity


increase in distributions received from Unconsolidated Real Estate Affiliates;
decrease in marketing expenses due to a change in the corporate plan; and
decrease in interest costs primarily a result of prior year refinancing of mortgage notes.

2015 Activity

increase in management fees and other corporate revenue due to new joint ventures;
increase in distributions received from Unconsolidated Real Estate Affiliates;
increase in interest income related to notes receivable from joint venture partners; and
decrease in interest costs primarily a result of refinancing of mortgage notes, pay downs of mortgage notes in Q1 2015, and reduction in corporate loan interest rate due to 2014 amendment.
2014 Activity
increase in base minimum rents and related collections due to overall increase in permanent occupancy partially offset by
extinguishment of the tax indemnification liability.
2013 Activity
increase in base minimum rents and related collections due to overall increase in permanent occupancy;
decrease in interest costs primarily as a result of the redemption of unsecured corporate bonds; partially offset by
decrease in accounts payable and accrued expenses primarily attributable to a legal settlement.

Cash Flows from Investing Activities

Net cash provided by (used in) provided by investing activities was $(312.8)$(855.3) million for the year ended December 31, 2015, $(677.9)2017, $521.4 million for the year ended December 31, 2014,2016, and $166.9$(313.5) million for the year ended December 31, 2013.2015. Significant components of net cash used inprovided by (used in) investing activities include:

2017 Activity

development of real estate and property improvements, $(662.8) million,
net proceeds from distributions received from unconsolidated real estate in excess of income, $166.9 million,
contributions to Unconsolidated Real Estate Affiliates $(120.4) million; and
proceeds from repayment of loans to joint ventures and joint venture partners $51.0 million.

2016 Activity

proceeds from the sale of joint venture interests and real estate assets of $1.7 billion (Note 3);
sale of marketable securities for $46.4 million; partially offset by
contributions to Unconsolidated Real Estate Affiliates, net of distributions of $(53.1) million;
development of real estate and property improvements of $(547.4) million; and
acquisition of real estate and real estate interests of $(577.8) million.

2015 Activity

development of real estate and property improvements of $(694.6) million;

37


acquisition of marketable securities for $(33.3) million;
acquisition of real estate and real estate interests of $(384.3) millionmillion; and
loans to venture partners of $(328.8) million (Note 3);million; partially offset by
proceeds from the sale of joint venture interests and real estate assets of $1.2 billion (Note 3).billion.
2014 Activity
development of real estate and property improvements of $(624.8) million;
distributions received from our Unconsolidated Real Estate Affiliates in excess of income $387.2 million;
contributions of $(537.4) million to form seven new joint ventures and loans to venture partners of $(137.1) million (Note 3); partially offset by
proceeds from the disposition of one retail property and three other assets and the contribution of one property to a joint venture for $361.2 million (Note 3).
2013 Activity
proceeds from the formation of a joint venture $411.5 million;
acquisition of our joint venture partner's 50% interest in Quail Springs for $(55.5) million, net;
contribution to a joint venture that acquired a portfolio in San Francisco's Union Square area for $(40.3) million;
proceeds from the sale of our investment in Aliansce Shopping Centers S.A. of $446.3 million (Note 14); and
the acquisition of two retail properties for $(314.8) million
Cash Flows from Financing Activities

Net cash used in financing activities was $767.7$738.3 million for the year ended December 31, 2015, $476.62017, $1,564.1 million for the year ended December 31, 2014,2016, and $1.1 billion$778.2 million for the year ended December 31, 2013.2015. Significant components of net cash used in financing activities include:

2017 Activity

acquisition of 12.7 million shares of our common stock for $(273.9) million;
cash distributions paid to common and preferred stockholders of $(1,020.0) and $(15.9) million, respectively; and
proceeds from warrant exercises of $551.2 million.

2016 Activity


acquisition of 1.4 million shares of our common stock for $(34.0) million;
cash distributions paid to common and preferred stockholders of $(680.7) and $(15.9) million, respectively; and

principal payments on mortgages, notes and loans payable, net of proceeds from refinancing or issuance of $(834.7) million.

2015 Activity

acquisition of 4.3 million shares of our common stock for $(109.6) million;million
cash distributions paid to common and preferred stockholders of $(610.6) and $(15.9) million, respectively; and
distributions to noncontrolling interests in consolidated real estate affiliates of $(55.1) million.
2014 Activity
the acquisition of 27.6 million shares of our common stock for $(555.8) million;
cash distributions paid to common stockholders of $(534.2) million; and
proceeds from the refinancing or issuance of mortgages, notes, and loans payable, net of principal payments of $641.4 million.

38


2013 Activity
net proceeds from the issuance of Preferred Stock of $242.0 million;
purchase of the Fairholme and Blackstone Warrants $(633.2) million;
the acquisition of 28.3 million shares of our common stock $(566.9) million;
cash distributions paid to common stockholders of $(447.2) million; and
proceeds from the refinancing or issuance of mortgages, notes, and loans payable, net of principal payments $345.6 million, net.
Seasonality

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

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We are required to make such estimates and assumptions when applying the following accounting policies:

Acquisitions of Operating Properties (Note 3)
Acquisitions
New guidance issued clarified the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Therefore, acquisitions of properties are typically accounted for utilizing the acquisition methodhistorical cost of accountingthe property and, accordingly, the results of operations of acquired properties werehave been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities assumed and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases and tenant relationships. No significant value had been ascribed to the tenant relationships.

The fair values of tangible assets are determined on an "if vacant" basis. The "if vacant" fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the "if vacant" value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value.

The estimated fair value of in-place tenant leases includes lease origination costs (the costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to the current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant.

Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining noncancelablenon-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets (Note 15); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses (Note 16) in our Consolidated Balance Sheets.

39


Investments in Unconsolidated Real Estate Affiliates (Note 6)5)

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

To determine the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity ("VIE"). A limited partnership or other similar entity is considered a VIE unless a simple majority of limited partners (excluding limited partners that are under common control with the general partner) have substantive kick-out rights or participating rights. Accounting guidance amended the following: (i) modified the evaluation of whether limited partnerships and if so,similar legal entities are VIEs or voting interest entities, (ii) eliminated the presumption that a general partner should consolidate a limited partnership, (iii) affected the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provided a scope exception for certain entities. If an entity is determined to be a VIE, we determine which party is the primary beneficiary by analyzing whether we have both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, future cash flow projections, the entity's financing and capital structure, and contractual relationship and terms. We consolidate a VIE when we have determined that we are the primary beneficiary. Primary risks associated with our VIEs include the potential of funding the entities' debt obligations or making additional contributions to fund the entities' operations.

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

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

Revenue Recognition and Related Matters

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

In leasing tenant space, we may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If we are considered the owner of the leasehold improvements for accounting purposes, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Overage rent is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount and is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Recoveries from tenantsTenant recoveries are most often established in the leases or in less frequent cases computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred.

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


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

Notes receivable are evaluated for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral.

Impairment

Operating properties

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

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The expected cash flows of a property are dependent on estimates and other factors subject to change, including (1) changes in the national, regional, global, and/or local economic climates, (2) competition from

40


other shopping centers, stores, clubs, mailings, and the internet, (3) increases in operating costs and future required capital expenditures, (4) bankruptcy and/or other changes in the condition of third parties, including anchors and tenants, (5) expected holding period, (6) availability of and cost of financing, and (7) fair values including consideration of capitalization rates, discount rates, and comparable selling prices. These factors could cause our expected future cash flows from a retail property to change, and, as a result, an impairment could be considered to have occurred.

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

Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company's expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value.
Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

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

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we performperformed for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates.

General


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

Capitalization of Development Costs

Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. During development, we typically obtain land or land options, zoning and regulatory approvals, anchor commitments, and financing arrangements. This process may take several years during which we may incur significant costs. We capitalize all development costs once it is considered probable that a project will reach a successful conclusion. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed. Determination of when a development project is substantially complete and held available for occupancy and capitalization must cease also involves a degree of judgment. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized.

41


Contractual Cash Obligations and Commitments

The following table aggregates our subsequent contractual cash obligations and commitments as of December 31, 2015:2017:
 2016 2017 2018 2019 2020 
Subsequent/
Other
 Total
     (Dollars in thousands)    
Long-term debt-principal(1)$697,549
 $510,611
 $1,841,509
 $1,036,033
 $1,680,514
 $8,444,219
 $14,210,435
Interest payments(2)581,334
 576,658
 531,077
 473,995
 426,390
 1,074,562
 3,664,016
Retained debt-principal1,605
 1,708
 1,804
 1,905
 80,885
 
 87,907
Ground lease payments4,449
 4,479
 4,397
 4,471
 4,504
 148,680
 170,980
Corporate leases6,798
 6,802
 6,813
 6,854
 6,858
 7,971
 42,096
Purchase obligations(3)164,383
 
 
 
 
 
 164,383
Junior Subordinated Notes(4)
 
 
 
 
 206,200
 206,200
Other long-term liabilities(5)
 
 
 
 
 
 
Total$1,456,118
 $1,100,258
 $2,385,600
 $1,523,258
 $2,199,151
 $9,881,632
 $18,546,017
 2018 2019 2020 2021 2022 
Subsequent/
Other
 Total
     (Dollars in thousands)    
Long-term debt-principal (1)$492,624
 $1,393,727
 $1,643,120
 $2,938,108
 $1,396,025
 $4,958,420
 $12,822,024
Interest payments (2)529,033
 490,275
 445,575
 325,062
 249,832
 450,957
 2,490,734
Retained debt-principal1,817
 1,919
 81,466
 
 
 
 85,202
Ground lease payments6,698
 6,790
 6,972
 7,025
 7,036
 234,312
 268,833
Corporate leases2,733
 2,774
 2,778
 2,783
 2,787
 3,081
 16,936
Purchase obligations (3)227,923
 
 
 
 
 
 227,923
Junior Subordinated Notes (4)
 
 
 
 
 206,200
 206,200
Total$1,260,828
 $1,895,485
 $2,179,911
 $3,272,978
 $1,655,680
 $5,852,970
 $16,117,852

(1)Excludes $33.0$23.5 million of non-cash debt market rate adjustments, $40.2$30.3 million of deferred financing costs, and $12.9$17.2 million of debt related to solar projects. The $315.0 million outstanding on the revolving credit facility as of December 31, 2015 is included in 2016.
(2)Based on rates as of December 31, 2015.2017. Variable rates are based on a LIBOR rate of 0.43%1.57%. Excludes interest payments related to debt market rate adjustments.
(3)Reflects accrued and incurred construction costs payable. Routine trade payables have been excluded.
(4)The $206.2 million of Junior Subordinated Notes are due in 2036, but may be redeemed by us any time after April 30, 2011.time. As we do not expect to redeem the notes prior to maturity, they are included in consolidated debt maturing subsequent to 2020.2022.
(5)Other long-term liabilities related to ongoing real estate taxes have not been included in the table as such amounts depend upon future applicable real estate tax rates. Real estate tax expense was $222.9 million in 2015, $228.0 million in 2014 and $239.8 million in 2013.

Other long-term liabilities related to ongoing real estate taxes have not been included in the table as such amounts depend upon future applicable real estate tax rates. Real estate tax expense was $237.2 million in 2017, $229.6 million in 2016 and $222.9 million in 2015.

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties (reference is made to Item 3 above, which description is incorporated into this response).

We lease land or buildings from third parties. The land leases generally provide the right of first refusal in the event of a proposed sale of the property by the owner. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense, which is included in other property operating costs in our Consolidated Statements of Operations and Comprehensive Income:

Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
(Dollars in thousands)(Dollars in thousands)
Contractual rent expense, including participation rent$8,546
 $13,605
 $13,475
$8,561
 $8,589
 $8,546
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent6,183
 9,036
 8,670
6,304
 6,278
 6,183


REIT Requirements

In order to remain qualified as a REIT for Federal income tax purposes, we must distribute at least 90% of our taxable ordinary income to stockholders. We are also subject to federal income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. See Note 87 to the Consolidated Financial Statements for more detail on our ability to remain qualified as a REIT.

Recently Issued Accounting Pronouncements

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

42


Subsequent Events

Refer to Note 20 of the Consolidated Financial Statements for subsequent events.

Non-GAAP Supplemental Financial Measures and Definitions

Proportionate or At Share Basis

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

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

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

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

Net Operating Income ("NOI") and Company NOI

The Company defines NOI as proportionate income from property operations and after operating expenses have been deducted, but prior to deducting financing, property management, administrative and income tax expenses. NOI has been reflected onexcludes management fees and other corporate revenue and reductions in ownership as a proportionate basis (at the Company's ownership share). Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's depictionresult of NOI may not be comparable tosales or other REITs.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, discontinued operations, preferred stock dividends, and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

The Company also considers Company NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI certain non-cash and non-comparable items such as straight-line rent, and intangible asset and liability amortization which are a result of our emergence,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'sCompany’s financial performance.

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

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

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

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

The Company defines EBITDA as NOI less certain property management and administrative expenses, net of management fees and other operational items.corporate revenues. EBITDA is a commonly used measure of performance in many industries, but may not be comparable to measures calculated by other companies. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other equity REITs, retail property owners who are not REITs and other capital-intensive companies. Management uses Company EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO (discussed below), it is widely used by management in the annual budget process and for compensation programs. Please see adjustments discussion above for the purpose and use of the adjustments included in Company EBITDA.
The Company also considers
EBITDA and Company EBITDA, as presented, may not be comparable to similar measures calculated by other companies. This information should not be a helpful supplemental measure of its operating performance because it excludes from EBITDA certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. However, due to the exclusions noted, Company EBITDA should only be usedconsidered as an alternative to net income, operating profit, cash from operations or any other operating performance measure of the Company's financial performance.calculated in accordance with GAAP.

Funds From Operations ("FFO") and Company FFO


The Company determines FFO based upon the definition set forth by National Association of Real Estate Investment Trusts ("NAREIT"(“NAREIT”), which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO.. The Company determines FFO to be ourits share of consolidated net income (loss) attributable to common stockholders and redeemable non-controlling common unit holders computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding cumulative effects of accounting changes, excluding gains and losses from the sales of, or any impairment charges related to, previously depreciated operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon ourthe Company’s economic ownership interest, and all determined on a consistent basis in accordance with GAAP. As with ourthe Company’s presentation of NOI, FFO has been reflected on a proportionate basis.
We consider
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 ourthe 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'sCompany’s operating performance.

43


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 ourthe presentation of Company NOI theand Company EBITDA, we also considersconsider 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, for equity REITs because it excludes fromand 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 certain itemsper diluted share does not measure, and should not be used as a measure of, amounts that are non-cash and certain non-comparable items such as our Company NOI adjustments, and FFO items such as FFO from discontinued operations relatedaccrue directly to the spin-off of Rouse Properties, Inc, mark-to-market adjustments on debt and gains on the extinguishment of debt, warrant liability adjustment, and interest expense on debt repaid or settled all which are a result of our emergence, acquisition accounting and other capital contribution or restructuring eventsstockholders’ 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. ReconciliationsIn order to provide a better understanding of the relationship between the Company’s non-GAAP financial measures of NOI, Company NOI, EBITDA, Company EBITDA, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of GAAP operating income to NOI and Company NOI, a reconciliation of GAAP net income attributable to GAAP Operating Income,GGP to EBITDA and Company EBITDA, toand a reconciliation of GAAP Net Income Attributablenet income attributable to GGP to FFO and Company FFO to GAAP Net Income Attributable to GGP.FFO. None of ourthe 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 General Growth Properties, Inc.GGP and none are necessarily indicative of cash available to fund cash needs.flow. In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company's ownershipCompany’s proportionate share) as the Company believes that given the significance of the Company'sCompany’s operations that are owned through investments accounted for onby the equity method of accounting, the detail of the operations of the Company'sCompany’s unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.investments.


The following table reconciles Company NOI to GAAP Operating Income to Company NOI (dollars in thousands) for the year ended December 31, 20152017 and 2014:2016:
Year Ended December 31,Year Ended December 31,
2015 20142017 2016
   
Operating Income$838,257
 $800,253
Loss (gain) on sales of investment properties(644) 1,017
Depreciation and amortization693,327
 660,746
Provision for loan loss
 29,615
Provision for impairment
 73,039
General and administrative56,133
 55,745
Property management and other costs145,251
 138,602
Management fees and other corporate revenues(105,144) (95,814)
Consolidated Properties1,627,180
 1,663,203
Noncontrolling interest in NOI of Consolidated Properties(23,465) (15,425)
NOI of sold interests(11,537) (71,218)
Unconsolidated Properties729,748
 725,479
Proportionate NOI2,321,926
 2,302,039
Company adjustments:   
Minimum rents18,485
 14,823
Real estate taxes5,958
 5,958
Property operating expenses3,122
 3,147
Company NOI$2,282,169
 $2,172,543
$2,349,491
 $2,325,967
Adjustments for minimum rents, real estate taxes and other property operating costs(36,340) (35,963)
Proportionate NOI2,245,829
 2,136,580
Unconsolidated Properties(578,841) (428,799)
NOI of sold interests15,540
 77,305
Noncontrolling interest in NOI of Consolidated Properties18,525
 18,412
Consolidated Properties1,701,053
 1,803,498
Management fees and other corporate revenues86,595
 70,887
Property management and other costs(161,556) (155,093)
General and administrative(50,405) (64,051)
Provisions for impairment(8,604) (5,278)
Depreciation and amortization(643,689) (708,406)
(Loss) gain on sales of investment properties499
 (44)
Operating Income$923,893
 $941,513


44

Table of Contents

The following table reconciles Company EBITDA to GAAP Net income attributable to GGP to Company EBITDA for the year ended December 31, 20152017 and 2014:2016:
Year Ended December 31,Year Ended December 31,
2015 20142017 2016
   
Net Income Attributable to GGP Inc.$657,334
 $1,288,367
Allocation to noncontrolling interests9,539
 19,906
Loss (gain) on sales of investment properties(644) 1,017
Gain on extinguishment of debt(55,112) 
Loss (gain) from changes in control of investment properties and other(79,056) (722,904)
Unconsolidated Real Estate Affiliates - gain on investment(12,000) (51,555)
Equity in income of Unconsolidated Real Estate Affiliates(152,750) (231,615)
Provision for loan loss
 29,615
Provision for impairment
 73,039
(Benefit from) provision for income taxes(10,896) 901
Loss (gain) on foreign currency819
 (14,087)
Interest expense541,945
 571,200
Interest and dividend income(61,566) (59,960)
Depreciation and amortization693,327
 660,746
Consolidated Properties1,530,940
 1,564,670
Noncontrolling interest in EBITDA of Consolidated Properties(22,616) (14,808)
EBITDA of sold interests(11,310) (70,362)
Unconsolidated Properties687,518
 688,155
Proportionate EBITDA2,184,532
 2,167,656
Company adjustments:   
Minimum rents18,485
 14,823
Real estate taxes5,958
 5,958
Property operating expenses3,122
 3,147
General and administrative1,475
 $
Company EBITDA$2,118,142
 $2,010,264
$2,213,572
 $2,191,584
Adjustments for minimum rents, real estate taxes, other property operating costs, and general and administrative(36,340) (53,817)
Proportionate EBITDA2,081,802
 1,956,447
Unconsolidated Properties(539,290) (395,933)
EBITDA of sold interests15,370
 76,987
Noncontrolling interest in EBITDA of Consolidated Properties17,805
 17,740
Consolidated Properties1,575,687
 1,655,241
Depreciation and amortization(643,689) (708,406)
Interest income49,254
 28,613
Interest expense(607,675) (699,285)
Gain (loss) on foreign currency(44,984) (18,048)
Benefit from (provision for) income taxes38,334
 (7,253)
Provision for impairment excluded from FFO(8,604) (5,278)
Equity in income of Unconsolidated Real Estate Affiliates73,390
 51,568
Unconsolidated Real Estate Affiliates - gain on investment327,017
 9,710
Discontinued operations
 281,883
Gains from changes in control of investment properties and other634,367
 91,193
(Loss) gain on sales of investment properties499
 (44)
Allocation to noncontrolling interests(19,035) (14,044)
Net income attributable to GGP$1,374,561
 $665,850
   


The following table reconciles Company FFO to GAAP net income attributable to GGP to Company FFO for the years ended December 31, 20152017 and 2014:2016:
 Year Ended December 31,
 2015 2014
Company FFO$1,376,806
 $1,255,651
Adjustments for minimum rents, property operating expenses, general and administrative, market rate adjustments, debt extinguishment, income taxes and FFO from discontinued operations(77,352) 64,546
Proportionate FFO (1)1,299,454
 1,320,197
Depreciation and amortization of capitalized real estate costs(890,838) (893,419)
Gain from change in control of investment properties and other634,367
 91,193
Preferred stock dividends15,937
 15,936
(Loss) gain on sales of investment properties(2,687) 131,977
Unconsolidated Real Estate Affiliates - gain on investment327,017
 9,710
Noncontrolling interests in depreciation of Consolidated Properties7,754
 8,731
Provision for impairment excluded from FFO(8,604) (5,278)
Redeemable noncontrolling interests(7,839) (3,228)
Depreciation and amortization of discontinued operations
 (9,969)
Net income attributable to GGP$1,374,561
 $665,850
 Year Ended December 31,
 2017 2016
Net Income Attributable to GGP$657,334
 $1,288,367
Redeemable noncontrolling interests6,332
 9,971
Provision for impairment excluded from FFO
 73,039
Noncontrolling interests in depreciation of Consolidated Properties(10,283) (6,036)
Unconsolidated Real Estate Affiliates - gain on investment
 (51,555)
Loss (gain) on sales of investment properties(2,211) 1,016
Preferred stock dividends(15,936) (15,935)
Losses (gains) from changes in control of investment properties and other(79,056) (722,904)
Depreciation and amortization of capitalized real estate costs - Consolidated Properties676,308
 645,128
Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties298,103
 279,757
      FFO (1)1,530,591
 1,500,848
Company adjustments:   
      Minimum rents18,485
 14,823
      Real estate taxes5,958
 5,958
      Property operating expenses3,122
 3,147
      General and administrative1,475
 
      Investment income, net(818) (818)
      Market rate adjustments(4,591) (5,114)
      Gain on extinguishment of debt
 (54,138)
      Write-off of mark-to-market adjustments on extinguished debt
 (2,290)
      Provision for loan loss
 22,095
      Loss (gain) on foreign currency819
 (14,087)
      Provision for (benefit from) income taxes
 (1,857)
      FFO from sold interests(54,473) 2,683
Company FFO$1,500,568
 $1,471,250

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

45


Forward-Looking Statements

Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statement are based on reasonable assumption,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.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new fixed-rate debt upon maturity of existing debt and for acquisitions. As of December 31, 2015,2017, we had consolidated debt of $14.2$12.8 billion, including $2.3$2.4 billion of variable-rate debt. A 25 basis point movement in the interest rate on the $2.3$2.4 billion of variable-rate debt would result in a $5.8$6.0 million annualized increase or decrease in consolidated interest expense and operating cash flows.

In addition, we are subject to interest rate exposure as a result of variable-rate debt collateralized by the Unconsolidated Properties. Our share (based on our respective equity ownership interests in the Unconsolidated Real Estate Affiliates) of such variable-rate debt was $1.3$1.0 billion at December 31, 2015.2017. A similar 25 basis point annualized movement in the interest rate on the variable-rate debt of the Unconsolidated Real Estate Affiliates would result in a $3.3$2.4 million annualized increase or decrease in our equity in the income (loss) of Unconsolidated Real Estate Affiliates.
We are subject to foreign currency exchange rate risk related to a $91.6 million note receivable denominated in Brazilian Reais (Note 14). During the year ended December 31, 2015, we recognized a $45.0 million loss on foreign currency on our Consolidated Statement of Operations and Comprehensive Income due to changes in the value of the Brazilian Real and its impact on this note receivable. As of December 31, 2015, a 10% increase in the value of the Brazilian Real would result in a $8.3 million gain on foreign currency, and a 10% decrease in the value of the Brazilian Real would result in a $10.2 million loss on foreign currency.
For additional information concerning our debt, and management's estimation process to arrive at a fair value of our debt as required by GAAP, reference is made to Item 7, Liquidity and Capital Resources and Notes 54 and 7.6. At December 31, 2015,2017, the fair value of our consolidated debt has been estimated for this purpose to be $335.8$50.3 million higher than the carrying amount of $14.2$12.8 billion.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Consolidated Financial Statements and Consolidated Financial Statement Schedule beginning on page F-1 for the required information.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

46


As of December 31, 2015,2017, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in "Internal Control—Integrated Framework (2013)." Based on this assessment, management believes that, as of December 31, 2015,2017, the Company maintained effective internal controls over financial reporting. Deloitte & Touche LLP, the independent registered public accounting firm who audited our consolidated financial statements contained in this Form 10-K, has issued a report on our internal control over financial reporting, which is included herein.


47



Table of Contents












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors and Stockholders of
General Growth Properties, GGP Inc.
Chicago, Illinois
Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of General Growth Properties,GGP Inc. and subsidiaries (the "Company") as of December 31, 2015,2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2017 of the Company and our report dated February 22, 2018 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule, and also included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Updates 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company'scompany’s internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.

Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2015 of the Company and our report dated February 19, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule and included an explanatory paragraph regarding the Company's adoption of a new accounting standard.
/s/ Deloitte & Touche LLP

Chicago, Illinois
February 19, 201622, 2018



48


ITEM 9B.    OTHER INFORMATION

Not applicable.

49


PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information which appears under the captions "Proposal 1—Election of Directors,"Directors", "Executive Officers,"Officers", "Corporate Governance-Committees of the Board of Directors-Audit Committee" and "—Nominating & Governance Committee,"Committee", "Additional Information Stockholder Proposals and Nomination of Directors at the 20162018 Annual Meeting of Stockholders,"Stockholders", and "Section 16(a) Beneficial Ownership Reporting Compliance" in our proxy statement for our 20162018 Annual Meeting of Stockholders is incorporated by reference into this Item 10.

We have a Code of Business Conduct and Ethics which applies to all of our employees, officers and directors, including our Chairman, Chief Executive Officer and Chief Financial Officer. The Code of Business Conduct and Ethics is available on the Corporate Governance page of our website at www.ggp.com and we will provide a copy of the Code of Business Conduct and Ethics without charge to any person who requests it in writing to: General Growth Properties,GGP Inc., 110350 N. Wacker Dr.Orleans St., Suite 300, Chicago, IL 60606,60654, Attn: Investor Relations. We will post on our website amendments to or waivers of our Code of Ethics for executive officers, in accordance with applicable laws and regulations.

Our Chief Executive Officer and Chief Financial Officer have signed certificates under Sections 302 and 906 of the Sarbanes-Oxley Act, which are filed as Exhibits 31.1 and 31.2 and 32.1 and 32.2, respectively, to this Annual Report. In addition, our Chief Executive Officer submitted his most recent annual certification to the NYSE pursuant to Section 303.A 12(a) of the NYSE listing standards on April 27, 2015,June 1, 2016, in which he indicated that he was not aware of any violations of NYSE corporate governance listing standards.

ITEM 11.    EXECUTIVE COMPENSATION

The information which appears under the caption "Executive Compensation" in our proxy statement for our 20162018 Annual Meeting of Stockholders is incorporated by reference into this Item 11; provided, however, that the Report of the Compensation Committee of the Board of Directors on Executive Compensation shall not be incorporated by reference herein, in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, or in any of our future filings.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information which appears under the caption "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" in our proxy statement for our 20162018 Annual Meeting of Stockholders is incorporated by reference into this Item 12.

The following table sets forth certain information with respect to shares of our common stock that may be issued under our equity compensation plans as of December 31, 2015.2017.
Plan Category 
(a)
Number of securities
to be Issued upon
Exercise of Outstanding
Options and Rights
 
(b)
Weighted Average
Exercise Price
of Outstanding
Options Rights
 
(c)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
  
(a)
Number of securities
to be Issued upon
Exercise of Outstanding
Options and Rights
 
(b)
Weighted Average
Exercise Price
of Outstanding
Options Rights
 
(c)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
 
Equity compensation plans approved by security holders 18,244,681
 17.57
 17,698,876
(1) 16,568,816
 18.88
 13,393,423
(1)
Equity compensation plans not approved by security holders  n/a
 n/a
 n/a
   n/a
 n/a
 n/a
 
 18,244,681
 17.57
 17,698,876
  16,568,816
 18.88
 13,393,423
 

(1)Reflects shares of common stock, restricted stock and LTIPs available for issuance under the Equity Plan.
(1)    Reflects shares of our common stock, restricted stock and LTIPs available for issuance under the Equity Plan.


50


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information which appears under the captions "Corporate Governance-Director Independence,"Independence", and "Certain Relationships and Related Party Transactions" in our proxy statement for our 20162018 Annual Meeting of Stockholders is incorporated by reference into this Item 13.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information which appears under the captions "Proposal 2-Ratification of Selection of Independent Registered Public Accounting Firm-Auditor Fees and Services" and "Audit Committee's Pre-Approval Policies and Procedures" in our proxy statement for our 20162018 Annual Meeting of Stockholders is incorporated by reference into this Item 14.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Consolidated Financial Statements and Consolidated Financial Statement Schedule.

The consolidated financial statements and consolidated financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule are filed as part of this Annual Report.

(b)Exhibits.

See Exhibit Index on page S-1.

(c)(e)Separate financial statements.

Not applicable.

51

ITEM 16.    FORM 10-K SUMMARY
Table of Contents
Not applicable.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
   
GENERAL GROWTH PROPERTIES,GGP INC.  
   
/s/ SANDEEP MATHRANI  
Sandeep Mathrani  
Chief Executive Officer February 19, 201622, 2018

We, the undersigned officers and directors of General Growth Properties,GGP Inc., hereby severally constitute Sandeep Mathrani and Michael B. Berman,Heath R. Fear, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments, to this Annual Report on Form 10-K and generally to do all such things in our name and behalf in such capacities to enable General Growth Properties,GGP Inc. to comply with the applicable provisions of the Securities Exchange Act of 1934, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or any of them, to any and all such amendments.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature TitleDate
    
/s/ SANDEEP MATHRANI Director and Chief Executive Officer (Principal Executive Officer)February 19, 201622, 2018
Sandeep Mathrani   
    
/s/ MICHAEL B. BERMANHEATH R. FEAR Chief Financial Officer (Principal Financial Officer)February 19, 201622, 2018
Michael B. BermanHeath R. Fear   
    
/s/ TARA L. MARSZEWSKI Chief Accounting Officer (Principal Accounting Officer)February 19, 201622, 2018
Tara L. Marszewski   
    
/s/ RICHARD B. CLARK DirectorFebruary 19, 201622, 2018
Richard B. Clark   
    
/s/ MARY LOU FIALA DirectorFebruary 19, 201622, 2018
Mary Lou Fiala   

52


Signature TitleDate
    
/s/ J. BRUCE FLATT DirectorFebruary 19, 201622, 2018
J. Bruce Flatt
/s/ JANICE R. FUKAKUSADirectorFebruary 22, 2018
Janice R. Fukakusa   
    
/s/ JOHN K. HALEY DirectorFebruary 19, 201622, 2018
John K. Haley   
    
/s/ DANIEL B. HURWITZ DirectorFebruary 19, 201622, 2018
Daniel B. Hurwitz   
    
/s/ BRIAN W. KINGSTON DirectorFebruary 19, 201622, 2018
Brian W. Kingston   
    
/s/ DAVID J. NEITHERCUTCHRISTINA M. LOFGREN DirectorFebruary 19, 201622, 2018
David J. Neithercut
/s/ MARK R. PATTERSONDirectorFebruary 19, 2016
Mark R. PattersonChristina M. Lofgren   



53



GENERAL GROWTH PROPERTIES,GGP INC.


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

The following consolidated financial statements and consolidated financial statement schedule are included in Item 8 of this Annual Report on Form 10-K:
All other schedules are omitted since the required information is either not present in any amounts, is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements and related notes.

F - 1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors and Stockholders of
General Growth Properties, GGP Inc.
Chicago, Illinois
Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of General Growth Properties,GGP Inc. and subsidiaries (the "Company") as of December 31, 20152017 and 2014, and2016, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included2017, and the related notes and the consolidated financial statement schedule of the Company listed in the Index at Item 15. These financial statements and financial statement schedule are15 (collectively referred to as the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)"financial statements"). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidatedthe financial statements present fairly, in all material respects, the financial position of General Growth Properties, Inc. and subsidiariesthe Company as of December 31, 20152017 and 2014,2016, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20152017, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for and disclosure of discontinued operations for the year ended December 31, 2015 due to the adoption of Accounting Standards Update 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity."
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2015,2017, based on the criteria established in Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 201622, 2018 expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company has changed its method of presentation of the statement of cash flows in 2017, 2016, and 2015 due to the adoption of Accounting Standards Update 2016-18,  Statement of Cash Flows (Topic 230) Restricted Cash.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Chicago, Illinois
February 19, 201622, 2018

We have served as the Company's auditor since 2001.

F - 2



GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED BALANCE SHEETS
 December 31,
2015
 December 31,
2014
Assets: 
  
Investment in real estate: 
  
Land$3,596,354
 $4,244,607
Buildings and equipment16,379,789
 18,028,844
Less accumulated depreciation(2,452,127) (2,280,845)
Construction in progress308,903
 703,859
Net property and equipment17,832,919
 20,696,465
Investment in and loans to/from Unconsolidated Real Estate Affiliates3,506,040
 2,604,762
Net investment in real estate21,338,959
 23,301,227
Cash and cash equivalents356,895
 372,471
Accounts and notes receivable, net949,556
 663,768
Deferred expenses, net214,578
 130,389
Prepaid expenses and other assets997,334
 813,777
Assets held for disposition216,233
 
Total assets$24,073,555
 $25,281,632
Liabilities: 
  
Mortgages, notes and loans payable$14,216,160
 $15,944,187
Investment in Unconsolidated Real Estate Affiliates38,488
 35,598
Accounts payable and accrued expenses784,493
 934,897
Dividend payable172,070
 154,694
Deferred tax liabilities1,289
 21,240
Junior subordinated notes206,200
 206,200
Liabilities held for disposition58,934
 
Total liabilities15,477,634
 17,296,816
Redeemable noncontrolling interests: 
  
Preferred157,903
 164,031
Common129,724
 135,265
Total redeemable noncontrolling interests287,627
 299,296
Commitments and Contingencies
 
Equity:   
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 966,096,656 issued, 882,397,202 outstanding as of December 31, 2015, and 968,340,597 issued and 884,912,012 outstanding as of December 31, 20149,386
 9,409
Preferred Stock: 
  
500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of December 31, 2015 and December 31, 2014242,042
 242,042
Additional paid-in capital11,362,369
 11,351,625
Retained earnings (accumulated deficit)(2,141,549) (2,822,740)
Accumulated other comprehensive loss(72,804) (51,753)
Common stock in treasury, at cost, 56,240,259 shares as of December 31, 2015 and 55,969,390 shares as of December 31, 2014(1,129,401) (1,122,664)
Total stockholders' equity8,270,043
 7,605,919
Noncontrolling interests in consolidated real estate affiliates24,712
 79,601
Noncontrolling interests related to long-term incentive plan common units13,539
 
Total equity8,308,294
 7,685,520
Total liabilities and equity$24,073,555
 $25,281,632

F - 3


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

F - 4



GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 Year Ended December 31,
 2015 2014 2013
Revenues: 
  
  
Minimum rents$1,481,614
 $1,583,695
 $1,553,941
Tenant recoveries689,536
 739,411
 716,932
Overage rents44,024
 51,611
 55,998
Management fees and other corporate revenues86,595
 70,887
 68,792
Other102,137
 89,955
 90,354
Total revenues2,403,906
 2,535,559
 2,486,017
Expenses: 
  
  
Real estate taxes222,883
 227,992
 239,807
Property maintenance costs60,040
 66,897
 69,411
Marketing21,958
 24,654
 27,627
Other property operating costs302,797
 333,620
 341,420
Provision for doubtful accounts8,081
 8,055
 3,920
Property management and other costs161,556
 155,093
 164,457
General and administrative50,405
 64,051
 49,237
Provision for impairment8,604
 5,278
 
Depreciation and amortization643,689
 708,406
 749,722
Total expenses1,480,013
 1,594,046
 1,645,601
Operating income923,893
 941,513
 840,416
Interest and dividend income49,254
 28,613
 7,699
Interest expense(607,675) (699,285) (723,152)
Loss on foreign currency(44,984) (18,048) (7,312)
Warrant liability adjustment
 
 (40,546)
Gains from changes in control of investment properties and other634,367
 91,193
 219,784
Loss on extinguishment of debt
 
 (36,479)
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests954,855
 343,986
 260,410
Benefit from (provision for) income taxes38,334
 (7,253) (345)
Equity in income of Unconsolidated Real Estate Affiliates73,390
 51,568
 58,919
Unconsolidated Real Estate Affiliates - gain on investment327,017
 9,710
 9,837
Income from continuing operations1,393,596
 398,011
 328,821
Discontinued operations: 
  
  
Income from discontinued operations, including gains (losses) on dispositions
 137,989
 (37,516)
Gain on extinguishment of tax indemnification liability
 77,215
 
Gain on extinguishment of debt
 66,679
 25,894
Discontinued operations, net
 281,883
 (11,622)
Net income1,393,596
 679,894
 317,199
Allocation to noncontrolling interests(19,035) (14,044) (14,671)
Net income attributable to General Growth Properties, Inc. 1,374,561
 665,850
 302,528
Preferred Stock dividends(15,937) (15,936) (14,078)
Net income attributable to common stockholders$1,358,624
 $649,914
 $288,450
      
      
      
      
      
      
      

F - 5



GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)
Basic Earnings (Loss) Per Share: 
  
  
Continuing operations$1.54
 $0.42
 $0.32
Discontinued operations
 0.32
 (0.01)
Total basic earnings per share$1.54
 $0.74
 $0.31
Diluted Earnings (Loss) Per Share: 
  
  
Continuing operations$1.43
 $0.39
 $0.32
Discontinued operations
 0.30
 (0.01)
Total diluted earnings per share$1.43
 $0.69
 $0.31
Comprehensive Income (Loss), Net: 
  
  
Net income$1,393,596
 $679,894
 $317,199
Other comprehensive income (loss): 
  
  
Foreign currency translation(33,292) (13,604) 49,644
Unrealized gains (losses) on available-for-sale securities11,978
 
 (65)
Net unrealized gains (losses) on other financial instruments30
 (54) (5)
Other comprehensive (loss) income(21,284) (13,658)
49,574
Comprehensive income1,372,312
 666,236
 366,773
Comprehensive income allocated to noncontrolling interests(18,802) (13,966) (15,064)
Comprehensive income attributable to General Growth Properties, Inc. 1,353,510
 652,270
 351,709
Preferred stock dividends(15,937) (15,936) (14,078)
Comprehensive income, net, attributable to common stockholders$1,337,573
 $636,334
 $337,631
GGP INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED BALANCE SHEETS
 December 31,
2017
 December 31,
2016
Assets: 
  
Investment in real estate: 
  
Land$4,013,874
 $3,066,019
Buildings and equipment16,957,720
 16,091,582
Less accumulated depreciation(3,188,481) (2,737,286)
Construction in progress473,118
 251,616
Net property and equipment18,256,231
 16,671,931
Investment in Unconsolidated Real Estate Affiliates3,377,112
 3,868,993
Net investment in real estate21,633,343
 20,540,924
Cash and cash equivalents164,604
 474,757
Accounts receivable, net334,081
 322,196
Notes receivable417,558
 678,496
Deferred expenses, net284,512
 209,852
Prepaid expenses and other assets515,856
 506,521
Total assets$23,349,954
 $22,732,746
Liabilities: 
  
Mortgages, notes and loans payable$12,832,459
 $12,430,418
Investment in Unconsolidated Real Estate Affiliates21,393
 39,506
Accounts payable and accrued expenses919,432
 655,362
Dividend payable219,508
 433,961
Deferred tax liabilities2,428
 3,843
Junior subordinated notes206,200
 206,200
Total liabilities14,201,420
 13,769,290
Redeemable noncontrolling interests: 
  
Preferred52,256
 144,060
Common195,870
 118,667
Total redeemable noncontrolling interests248,126
 262,727
Commitments and Contingencies (Note 19)
 
Equity:   
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 1,040,382,900 issued, 956,982,536 outstanding as of December 31, 2017, and 968,153,526 issued and 884,097,680 outstanding as of December 31, 201610,130
 9,407
Preferred Stock: 
  
500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of December 31, 2017 and December 31, 2016242,042
 242,042
Additional paid-in capital11,845,532
 11,417,597
Retained earnings (accumulated deficit)(2,107,498) (1,824,866)
Accumulated other comprehensive loss(71,906) (70,456)
Common stock in treasury, at cost, 55,969,390 shares as of December 31, 2017 and 56,596,651 shares as of December 31, 2016(1,122,640) (1,137,960)
Total stockholders' equity8,795,660
 8,635,764
Noncontrolling interests in consolidated real estate affiliates55,379
 33,583
Noncontrolling interests related to long-term incentive plan common units49,369
 31,382
Total equity8,900,408
 8,700,729
Total liabilities and equity$23,349,954
 $22,732,746
The accompanying notes are an integral part of these consolidated financial statements.

F - 6



GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY
 
Common
Stock
 
Preferred
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
(Accumulated
Deficit)
 
Accumulated Other
Comprehensive
Income (Loss)
 
Common
Stock in
Treasury
 Noncontrolling
Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units
 
Total
Equity
 (Dollars in thousands, except for share amounts)
Balance at January 1, 2013$9,392
 $
 $10,432,447
 $(2,732,787) $(87,354) $
 $83,322
 $7,705,020
                
Net income 
  
  
 302,528
     3,103
 305,631
Issuance of Preferred Stock, net of issuance costs  242,042
           242,042
Distributions to noncontrolling interests in consolidated Real Estate Affiliates 
  
  
  
  
  
 (4,283) (4,283)
Restricted stock grants, net of forfeitures (18,444 common shares)
  
 8,340
  
  
  
  
 8,340
Employee stock purchase program (135,317 common shares)
  
 2,708
  
  
  
  
 2,708
Stock option grants, net of forfeitures (344,670 common shares)3
  
 35,995
  
  
  
  
 35,998
Treasury stock purchases (28,345,108 common shares)          (566,863)   (566,863)
Cash dividends reinvested (DRIP) in stock (28,852 common shares)
  
 613
  
  
  
  
 613
Other comprehensive loss before reclassifications 
  
  
  
 (60,680)  
  
 (60,680)
Amounts reclassified from Accumulated Other Comprehensive Loss        109,861
     109,861
Cash distributions declared ($0.51 per share) 
  
  
 (471,386)  
  
  
 (471,386)
Cash distributions on Preferred Stock      (14,078)       (14,078)
Fair value adjustment for noncontrolling interest in Operating Partnership 
  
 (3,173)  
  
  
  
 (3,173)
Common stock warrants    895,513
         895,513
                
Balance at December 31, 2013$9,395
 $242,042
 $11,372,443
 $(2,915,723) $(38,173) $(566,863) $82,142
 $8,185,263
                
                

F - 7


GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
 Common
Stock
 Preferred
Stock
 Additional
Paid-In
Capital
 Retained
Earnings
(Accumulated
Deficit)
 Accumulated Other
Comprehensive
Income (Loss)
 Common
Stock in
Treasury
 Noncontrolling
Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units
 Total
Equity
 (Dollars in thousands, except for share amounts)
Balance at January 1, 2014$9,395
 $242,042
 $11,372,443
 $(2,915,723) $(38,173) $(566,863) $82,142
 $8,185,263
                
Net income 
  
  
 665,850
  
  
 1,851
 667,701
Distributions to noncontrolling interests in consolidated Real Estate Affiliates 
  
  
  
  
  
 (4,392) (4,392)
Restricted stock grants, net of forfeitures (16,112 common shares)
 
 2,496
  
  
  
  
 2,496
Employee stock purchase program (138,446 common shares)1
  
 2,951
  
  
  
  
 2,952
Stock option grants, net of forfeitures (1,164,945 common shares)12
  
 40,714
  
  
  
  
 40,726
Treasury stock purchases (27,624,282 common shares) 
  
  
  
  
 (555,801)  
 (555,801)
Cash dividends reinvested (DRIP) in stock (22,186 common shares)1
 
 505
  
  
  
  
 506
Other comprehensive loss 
  
  
  
 (13,580)  
  
 (13,580)
Cash distributions declared ($0.63 per share) 
  
  
 (556,931)  
  
  
 (556,931)
Cash distributions on Preferred Stock 
  
  
 (15,936)  
  
  
 (15,936)
Fair value adjustment for noncontrolling interest in certain properties 
  
 3,169
  
  
  
  
 3,169
Fair value adjustment for noncontrolling interest in GGPOP and other 
  
 (70,653)  
  
  
  
 (70,653)
                
Balance at December 31, 2014$9,409
 $242,042
 $11,351,625
 $(2,822,740) $(51,753) $(1,122,664) $79,601
 $7,685,520
                
                

F - 8


GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
 Common
Stock
 Preferred
Stock
 Additional
Paid-In
Capital
 Retained
Earnings
(Accumulated
Deficit)
 Accumulated Other
Comprehensive
Income (Loss)
 Common
Stock in
Treasury
 Noncontrolling
Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units
 Total
Equity
 (Dollars in thousands, except for share amounts)
Balance at January 1, 2015$9,409
 $242,042
 $11,351,625
 $(2,822,740) $(51,753) $(1,122,664) $79,601
 $7,685,520
                
Net income 
  
  
 1,374,561
  
  
 2,685
 1,377,246
Distributions to noncontrolling interests in consolidated Real Estate Affiliates 
  
  
  
  
  
 (55,050) (55,050)
Long Term Incentive Plan Common Unit grants, net (1,645,901 LTIP Units)            11,015
 11,015
Restricted stock grants, net (216,640 common shares)2
   3,438
  
  
  
   3,440
Employee stock purchase program (137,247 common shares)1
  
 3,249
  
  
  
  
 3,250
Stock option grants, net of forfeitures (1,432,250 common shares)14
  
 42,602
  
  
  
  
 42,616
Cancellation of repurchased common shares (4,053,620 common shares)(40)   (52,871) (49,922)   102,833
   
Treasury stock purchases (4,324,489 common shares) 
  
 

 

  
 (109,570)  
 (109,570)
Cash dividends reinvested (DRIP) in stock (23,542 common shares)

 

 487
    
  
  
 487
Other comprehensive loss 
  
  
  
 (21,051)  
  
 (21,051)
Cash distributions declared ($0.71 per share) 
  
  
 (627,511)  
  
  
 (627,511)
Cash distributions on Preferred Stock 
  
  
 (15,937)  
  
  
 (15,937)
Fair value adjustment for noncontrolling interest in Operating Partnership 
  
 13,839
  
  
  
  
 13,839
                
Balance at December 31, 2015$9,386
 $242,042
 $11,362,369
 $(2,141,549) $(72,804) $(1,129,401) $38,251
 $8,308,294
GGP INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 Year Ended December 31,
 2017 2016 2015
Revenues: 
  
  
Minimum rents$1,455,039
 $1,449,704
 $1,481,614
Tenant recoveries643,607
 668,081
 689,536
Overage rents34,874
 42,534
 44,024
Management fees and other corporate revenues105,144
 95,814
 86,595
Other89,198
 90,313
 102,137
Total revenues2,327,862
 2,346,446
 2,403,906
Expenses: 
  
  
Real estate taxes237,198
 229,635
 222,883
Property maintenance costs49,784
 55,027
 60,040
Marketing11,043
 13,155
 21,958
Other property operating costs286,168
 282,591
 302,797
Provision for doubtful accounts10,701
 8,038
 8,081
Provision for loan loss
 29,615
 
Property management and other costs145,251
 138,602
 161,556
General and administrative56,133
 55,745
 50,405
Provision for impairment
 73,039
 8,604
Depreciation and amortization693,327
 660,746
 643,689
Total expenses1,489,605
 1,546,193
 1,480,013
Operating income838,257
 800,253
 923,893
Interest and dividend income61,566
 59,960
 49,254
Interest expense(541,945) (571,200) (607,675)
(Loss) gain on foreign currency(819) 14,087
 (44,984)
Gains from changes in control of investment properties and other, net79,056
 722,904
 634,367
Gain on extinguishment of debt55,112
 
 
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests491,227
 1,026,004
 954,855
Benefit from (provision for) income taxes10,896
 (901) 38,334
Equity in income of Unconsolidated Real Estate Affiliates152,750
 231,615
 73,390
Unconsolidated Real Estate Affiliates - gain on investment12,000
 51,555
 327,017
Net income666,873
 1,308,273
 1,393,596
Allocation to noncontrolling interests(9,539) (19,906) (19,035)
Net income attributable to GGP Inc. 657,334
 1,288,367
 1,374,561
Preferred Stock dividends(15,936) (15,935) (15,937)
Net income attributable to common stockholders$641,398
 $1,272,432
 $1,358,624
Earnings Per Share: 
  
  
Basic$0.72
 $1.44
 $1.54
Diluted$0.68
 $1.34
 $1.43
Comprehensive Income, Net: 
  
  
Net income$666,873
 $1,308,273
 $1,393,596
Other comprehensive income (loss): 
  
  
Foreign currency translation(1,551) 14,319
 (33,292)
Reclassification adjustment for realized gains on available-for-sale securities included in net income
 (11,978) 11,978
Net unrealized gains on other financial instruments12
 5
 30
Other comprehensive (loss) income(1,539) 2,346

(21,284)
Comprehensive income665,334
 1,310,619
 1,372,312
Comprehensive income allocated to noncontrolling interests(9,450) (19,904) (18,802)
Comprehensive income attributable to GGP Inc. 655,884
 1,290,715
 1,353,510
Preferred stock dividends(15,936) (15,935) (15,937)
Comprehensive income, net, attributable to common stockholders$639,948
 $1,274,780
 $1,337,573
The accompanying notes are an integral part of these consolidated financial statements.


F - 9

GGP INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY
 
Common
Stock
 
Preferred
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
(Accumulated
Deficit)
 
Accumulated Other
Comprehensive
Income (Loss)
 
Common
Stock in
Treasury
 Noncontrolling
Interests in Consolidated Real Estate Affiliates and Long-Term Incentive Plan Common Units
 
Total
Equity
 (Dollars in thousands, except for share amounts)
Balance at January 1, 2015$9,409
 $242,042
 $11,351,625
 $(2,822,740) $(51,753) $(1,122,664) $79,601
 $7,685,520
                
Net income 
  
  
 1,374,561
     2,685
 1,377,246
Distributions to noncontrolling interests in consolidated Real Estate Affiliates 
  
  
  
  
  
 (55,050) (55,050)
Long Term Incentive Plan Common Unit grants, net (1,645,901 LTIP Units)

  
 

  
  
  
 11,015
 11,015
Restricted stock grants, net of forfeitures (216,640 common shares)2
  
 3,438
  
  
  
  
 3,440
Employee stock purchase program (137,247 common shares)1
  
 3,249
  
  
  
  
 3,250
Stock option exercise, net of forfeitures (1,432,250 common shares)14
   42,602
         42,616
Cancellation of repurchased common shares (4,053,620 common shares)(40)  
 (52,871) (49,922)  
 102,833
  
 
Treasury stock purchases (4,324,489 common shares) 
  
  
  
   (109,570)  
 (109,570)
Cash dividends reinvested (DRIP) in stock (23,542 common shares) 
  
 487
    
  
  
 487
Other comprehensive loss        (21,051)     (21,051)
Cash distributions declared ($0.71 per share) 
  
 

 (627,511)  
  
  
 (627,511)
Cash distributions on Preferred Stock 
  
  
 (15,937)  
  
  
 (15,937)
Fair value adjustment for noncontrolling interest in Operating Partnership    13,839
         13,839
                
Balance at December 31, 2015$9,386
 $242,042
 $11,362,369
 $(2,141,549) $(72,804) $(1,129,401) $38,251
 $8,308,294
                

GGP INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
 Common
Stock
 Preferred
Stock
 Additional
Paid-In
Capital
 Retained
Earnings
(Accumulated
Deficit)
 Accumulated Other
Comprehensive
Income (Loss)
 Common
Stock in
Treasury
 Noncontrolling
Interests in Consolidated Real Estate Affiliates and Long-Term Incentive Plan Common Units
 Total
Equity
 (Dollars in thousands, except for share amounts)
Balance at January 1, 2016$9,386
 $242,042
 $11,362,369
 $(2,141,549) $(72,804) $(1,129,401) $38,251
 $8,308,294
                
Net income 
  
  
 1,288,367
  
  
 4,175
 1,292,542
Distributions to noncontrolling interests in consolidated Real Estate Affiliates 
  
  
  
  
  
 (3,358) (3,358)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates    (18,416)       (2,970) (21,386)
Contributions to noncontrolling interest in consolidated Real Estate Affiliates            13,943
 13,943
Long Term Incentive Plan Common Unit grants, net (61,358 LTIP Units)    104
 (950)     14,924
 14,078
Restricted stock grants, net (342,037 common shares)3
   3,317
  
  
  
   3,320
Employee stock purchase program (126,825 common shares)
  
 4,206
  
  
  
  
 4,206
Stock option exercise, net of forfeitures (2,886,986 common shares)31
  
 58,374
  
  
  
  
 58,405
Cancellation of repurchased common shares (1,260,490 common shares)(15)   (19,846) (17,805)   37,666
   
OP Unit Conversion to Common Stock (200,000 common shares)2
   5,425
         5,427
Treasury stock purchases (1,887,751 common shares) 
  
      
 (46,225)  
 (46,225)
Cash dividends reinvested (DRIP) in stock (32,381 common shares)    889
 (215)  
  
  
 674
Other comprehensive income 
  
    
 14,242
  
  
 14,242
Amounts reclassified from Accumulated Other Comprehensive Income 
  
  
  
 (11,894)  
  
 (11,894)
Cash distributions declared ($1.06 per share) 
  
  
 (936,779)  
  
  
 (936,779)
Cash distributions on Preferred Stock 
  
  
 (15,935)  
  
  
 (15,935)
Fair value adjustment for noncontrolling interest in Operating Partnership 
  
 21,175
  
  
  
  
 21,175
                
Balance at December 31, 2016$9,407
 $242,042
 $11,417,597
 $(1,824,866) $(70,456) $(1,137,960) $64,965
 $8,700,729
                

GGP INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
 Common
Stock
 Preferred
Stock
 Additional
Paid-In
Capital
 Retained
Earnings
(Accumulated
Deficit)
 Accumulated Other
Comprehensive
Income (Loss)
 Common
Stock in
Treasury
 Noncontrolling
Interests in Consolidated Real Estate Affiliates and Long-Term Incentive Plan Common Units
 Total
Equity
 (Dollars in thousands, except for share amounts)
Balance at January 1, 2017$9,407
 $242,042
 $11,417,597
 $(1,824,866) $(70,456) $(1,137,960) $64,965
 $8,700,729
Cumulative effect of accounting change    2,342
 (3,000)     658
 
Net income 
  
  
 657,334
  
  
 2,842
 660,176
Distributions to noncontrolling interests in consolidated Real Estate Affiliates 
  
  
  
  
  
 (5,597) (5,597)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates            10,795
 10,795
Contributions received from noncontrolling interest in consolidated Real Estate Affiliates            15,258
 15,258
Long Term Incentive Plan Common Unit grants, net (451,585 LTIP Units)            15,827
 15,827
Restricted stock grants, net (787,484 common shares)8
   9,660
  
  
  
   9,668
Employee stock purchase program (147,475 common shares)1
  
 3,520
  
  
  
  
 3,521
Stock option exercise (690,969 common shares)8
  
 23,017
  
  
  
  
 23,025
Cancellation of repurchased common shares (13,278,252 common shares)(133)   (174,098) (115,074)   289,305
   
Treasury stock purchases (12,650,991 common shares) 
  
 

 

  
 (273,985)  
 (273,985)
Cash dividends reinvested (DRIP) in stock (43,732 common shares)

 

 1,019
 (274)  
  
  
 745
Other comprehensive loss 
  
  
  
 (1,450)  
  
 (1,450)
Cash distributions declared ($0.88 per share) 
  
  
 (805,682)  
  
  
 (805,682)
Cash distributions on Preferred Stock 
  
  
 (15,936)  
  
  
 (15,936)
Exercise of Warrants (83,866,187 common shares)839
   550,357
         551,196
Fair value adjustment for noncontrolling interest in Operating Partnership 
  
 12,118
  
  
  
  
 12,118
Balance at December 31, 2017$10,130
 $242,042
 $11,845,532
 $(2,107,498) $(71,906) $(1,122,640) $104,748
 $8,900,408
The accompanying notes are an integral part of Contentsthese consolidated financial statements.


GENERAL GROWTH PROPERTIES,GGP INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
Cash Flows provided by Operating Activities: 
  
  
 
  
  
Net income$1,393,596
 $679,894
 $317,199
$666,873
 $1,308,273
 $1,393,596
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
 
  
  
Equity in income of Unconsolidated Real Estate Affiliates(73,390) (51,568) (58,919)(152,750) (231,615) (73,390)
Distributions received from Unconsolidated Real Estate Affiliates87,138
 46,463
 53,592
237,956
 120,674
 87,138
Provision for doubtful accounts8,081
 8,151
 4,095
10,701
 8,038
 8,081
Depreciation and amortization643,689
 718,064
 773,255
693,327
 660,746
 643,689
Amortization/write-off of deferred finance costs11,607
 13,621
 9,453
11,880
 11,876
 11,607
Accretion/write-off of debt market rate adjustments13,171
 13,442
 9,698
(4,346) (5,184) 13,171
Amortization of intangibles other than in-place leases62,106
 76,615
 84,229
28,309
 41,154
 62,106
Straight-line rent amortization(27,809) (48,935) (49,780)(2,084) (11,867) (27,809)
Deferred income taxes(42,136) (5,615) (3,847)(15,532) 15,353
 (42,136)
Litigation loss
 17,854
 
(Gain) loss on dispositions, net(30,669) (131,849) 811
Gain on dispositions, net(5,356) (37,526) (30,669)
Unconsolidated Real Estate Affiliates—gain on investment, net(327,017) (9,710) (9,837)(12,000) (51,555) (327,017)
Gains from changes in control of investment properties and other(634,367) (91,193) (219,784)
Gain on extinguishment of debt
 (66,679) (25,894)
Gains from changes in control of investment properties and other, net(79,056) (722,904) (634,367)
Loss (gain) on extinguishment of debt(55,112) 5,403
 
Provisions for impairment8,604
 5,278
 30,936

 73,039
 8,604
Loss (gain) on foreign currency44,984
 18,048
 (7,312)
Warrant liability adjustment
 
 40,546
Cash paid for extinguishment of tax indemnification liability
 (138,000) 
Gain on extinguishment of tax indemnification liability
 (77,215) 
Provisions for loan loss
 29,615
 
(Gain) loss on foreign currency819
 (14,087) 44,984
Net changes: 
  
  
 
  
  
Accounts and notes receivable, net(30,116) (19,613) 1,697
(6,103) (37,489) (30,116)
Prepaid expenses and other assets(24,381) (28,966) 25,273
(40,326) (4,092) (24,381)
Deferred expenses, net(42,708) (24,234) (44,877)(36,603) (27,888) (42,708)
Restricted cash(3,698) (1,070) 16,894
Accounts payable and accrued expenses(4,858) 21,703
 (80,902)13,777
 (27,924) (4,858)
Other, net33,061
 25,238
 23,005
40,238
 34,111
 33,061
Net cash provided by operating activities1,064,888
 949,724
 889,531
1,294,612
 1,136,151
 1,068,586
Cash Flows (used in) provided by Investing Activities: 
  
  
Cash Flows provided by (used in) Investing Activities: 
  
  
Acquisition of real estate and property additions(384,270) (537,357) (433,405)(230,754) (577,845) (384,270)
Development of real estate and property improvements(694,621) (624,829) (516,906)(662,762) (547,447) (694,621)
Loans to joint venture partners(328,819) (137,070) (32,161)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income166,867
 82,800
 145,461
Loans to joint venture and joint venture partners(121,262) (59,769) (328,819)
Proceeds from repayment of loans to joint venture and joint venture partners50,964
 13,042
 
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates1,155,765
 361,183
 1,006,357
62,007
 1,699,466
 1,155,765
Contributions to Unconsolidated Real Estate Affiliates(173,704) (130,500) (87,909)(120,356) (135,906) (173,704)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income145,461
 387,234
 222,053
Acquisition of marketable securities(33,300) 
 
Increase in restricted cash733
 3,414
 8,831
Net cash (used in) provided by investing activities(312,755) (677,925) 166,860
Sale (acquisition) of marketable securities
 46,408
 (33,300)
Other, net
 662
 
Net cash provided by (used in) investing activities(855,296) 521,411
 (313,488)
Cash Flows used in Financing Activities: 
  
  
 
  
  
Proceeds from refinancing/issuance of mortgages, notes and loans payable1,837,440
 2,401,407
 5,501,047
1,595,000
 908,479
 1,837,440
Principal payments on mortgages, notes and loans payable(1,831,624) (1,760,032) (5,155,453)(1,579,655) (1,743,216) (1,831,624)
Deferred finance costs(7,095) (21,264) (20,548)(3,133) (13,771) (7,095)
Net proceeds from issuance of Preferred Stock
 
 242,042
Purchase of Warrants
 
 (633,229)
Treasury stock purchases(109,570) (555,801) (566,863)(273,985) (34,021) (109,570)
Proceeds from warrant exercises551,196
 
 
Cash contributions from noncontrolling interests in consolidated real estate affiliates15,258
 
 
Cash distributions paid to common stockholders(1,020,018) (680,712) (610,554)
Cash distributions to noncontrolling interests in consolidated real estate affiliates(55,050) (4,392) (4,283)(5,597) (24,445) (55,050)
Cash distributions paid to common stockholders(610,554) (534,151) (447,195)
Cash distributions reinvested (DRIP) in common stock658
 506
 614
1,020
 889
 658
Cash distributions paid to preferred stockholders(15,937) (15,936) (10,093)(15,936) (15,935) (15,937)
Cash distributions and redemptions paid to holders of common units(950) (718) (36,894)(18,372) (5,545) (950)
Other, net24,973
 13,782
 26,920
15,959
 44,163
 14,507
Net cash used in financing activities(767,709) (476,599) (1,103,935)(738,263) (1,564,114) (778,175)
Net change in cash and cash equivalents(15,576) (204,800) (47,544)
Cash and cash equivalents at beginning of year372,471
 577,271
 624,815
Cash and cash equivalents at end of year$356,895
 $372,471
 $577,271
Effect on foreign exchange rates on cash and cash equivalents(819) 
 
Net change in cash, cash equivalents and restricted cash(299,766) 93,448
 (23,077)
Cash, cash equivalents and restricted cash at beginning of year531,705
 438,257
 461,334
Cash, cash equivalents and restricted cash at end of year$231,939
 $531,705
 $438,257
The accompanying notes are an integral part of these consolidated financial statements.


F - 10

Table of Contents

GENERAL GROWTH PROPERTIES,GGP INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 Year Ended December 31,
 2015 2014 2013
Supplemental Disclosure of Cash Flow Information: 
  
  
Interest paid$602,495
 $688,297
 $834,155
Interest capitalized12,752
 16,665
 11,210
Income taxes paid14,286
 10,202
 6,313
Accrued capital expenditures included in accounts payable and accrued expenses158,027
 198,471
 103,988
Settlement of Tax indemnification liability:     
Assets
 106,743
 
Liability extinguished
 (321,958) 
Non-Cash Transactions: 
  
  
Notes receivable related to sale of investment property and Aliansce
 
 151,127
Gain on investment in Unconsolidated Real Estate Affiliates
 
 9,837
Amendment of warrant agreement
 
 895,513
Non-Cash Sale of Retail Property 
  
  
Assets
 21,426
 71,881
Liabilities and equity
 (21,426) (71,881)
Non-Cash Acquisition of Quail Springs
 
 35,610
Non-Cash Sale of The Grand Canal Shoppes and The Shoppes at The Palazzo
 
 211,468
Non-Cash Sale of Bayside Marketplace—Refer to Note 3     
Non-Cash Sale of Ala Moana Center—Refer to Note 3     
 Year Ended December 31,
 2017 2016 2015
Supplemental Disclosure of Cash Flow Information: 
  
  
Interest paid$548,833
 $567,137
 $602,495
Interest capitalized11,085
 5,257
 12,752
Income taxes paid14,957
 4,150
 14,286
Accrued capital expenditures included in accounts payable and accrued expenses219,317
 115,077
 158,027
Sale of Ala Moana (Refer to Note 3)     
Sale of Fashion Show (Refer to Note 3)     
Acquisition of Riverchase Galleria (Refer to Note 3)     
Acquisition of an additional interest in Miami Design District (Refer to Note 5)     
Acquisition of 522 Fifth Avenue (Refer to Note 3)     
Disposition of Lakeside (Refer to Note 3)     
Issuance of note collateralized by Riverchase Galleria and Tysons Galleria anchor box (Refer to Note 14)     
Acquisition and/or change of control at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue (Refer to Note 3)     
Exercise of warrants (Note 8)     
The accompanying notes are an integral part of these consolidated financial statements.


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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)




NOTE 1     ORGANIZATION
General Growth Properties,
GGP Inc. ("GGP" or the "Company"), a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a "REIT". In these notes, the terms "we,""we", "us" and "our" refer to GGP and its subsidiaries.

GGP, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of December 31, 2015,2017, we are the owner, either entirely or with joint venture partners of 131125 retail properties.

Substantially all of our business is conducted through GGP Operating Partnership, LP ("GGPOP"), GGP Nimbus, LP ("GGPN") and GGP Limited Partnership ("GGPLP", and together with GGPN and GGPOP, the "Operating Partnerships"), subsidiaries of GGP. The Operating Partnerships own an interest in the properties that are part of the consolidated financial statements of GGP. As of December 31, 2015,2017, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units and LTIP Units as defined below) of the Operating Partnerships, while the remaining 1% was held by limited partners and certain previous contributors of properties to the Operating Partnerships or their predecessors.

GGPOP is the general partner of, and owns a 1.5% equity interest in each Operating Partnership.GGPN and GGPLP. GGPOP has common units of limited partnership ("Common Units"), which are redeemable for cash or, at our option, shares of GGP common stock. It also has preferred units of limited partnership interest ("Preferred Units"), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock (Note 11)10). GGPOP also has full value long termlong-term incentive plan units and appreciation only long termlong-term incentive plan units (collectively "LTIP Units"), which are redeemable for cash or, at our option, shares of GGP common stock (Note 13)12).

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

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

NOTE 2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of GGPOP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. Each of the Operating Partnerships and our consolidated joint ventures are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships and our consolidated joint ventures, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities.


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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties, primarily regional malls.properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI, or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company’s operating properties are aggregated into a single reportable segment.
Reclassifications
We elected to early-adopt Accounting Standards Update (ASU) No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" issued by the Financial Accounting Standards Board (FASB). This ASU amends Accounting Standards Codification (ASC) 835-30 and requires debt issuance costs related to borrowings be presented in the Consolidated Balance Sheets as a direct reduction from the carrying amount of the debt. The adoption of this ASU resulted in the reclassification of $54.1 million from deferred expenses, net to mortgages, notes and loans payable on our Consolidated Balance Sheets as of December 31, 2014, as presented herein. In addition, $1.2 million and $1.4 million of expenses were reclassified from other property operating costs to marketing for the years ended December 31, 2014 and 2013, respectively, to conform prior periods to the current year presentation. Also, $9.7 million and $9.8 million was separately presented as Unconsolidated Real Estate Affiliates—gain on investment, previously recorded as equity in income of Unconsolidated Real Estate Affiliates on the Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013, respectively, to conform prior periods to the current year presentation. Finally, $4.4 million and $4.3 million was separately presented as cash distributions to noncontrolling interests in consolidated real estate affiliates, previously presented as other, net within the financing section of the Consolidated Statements of Cash Flows, for the years ended December 31, 2014 and 2013, respectively, to conform prior periods to the current year presentation. The reclassifications are changes from one acceptable presentation to another acceptable presentation.
Properties

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

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

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

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:
 Years
Buildings and improvements10 - 45
Equipment and fixtures3 - 20
Tenant improvementsShorter of useful life or applicable lease term
Reclassifications
In November 2016, the FASB issued ASU 2016-18 which requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. The Company adopted this guidance on December 31, 2017, which changes our statements of cash flows and related disclosures for all periods presented.
The following is a summary of our cash, cash equivalents and restricted cash total as presented in our statements of cash flows for the years ended December 31, 2017, 2016 and 2015 (in thousands):
 Year Ended December 31,
 2017 2016 2015
Cash and cash equivalents$164,604
 $474,757
 $356,895
Restricted cash67,335
 56,948
 81,362
Total cash, cash equivalents and restricted cash shown in the statement of cash flows$231,939
 $531,705
 $438,257

For the year ended December 31, 2016, restricted cash related to cash flows provided by operating activities of $3.3 million, restricted cash related to cash flows provided by investing activities of $28.6 million and restricted cash flows used in financing

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


activities of $0.9 million were reclassified. For the year ended on December 31, 2015, restricted cash related to cash flows provided by operating activities of $3.7 million, restricted cash related to cash flows used in investing activities of $0.7 million and restricted cash flows used in financing activities of $10.5 million were reclassified.

Acquisitions of Operating Properties (Note 3)

AcquisitionsNew guidance issued clarified the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Therefore, acquisitions of properties are typically accounted for utilizing the acquisition methodhistorical cost of accountingthe property and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships.


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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


The fair values of tangible assets are determined on an "if vacant" basis. The "if vacant" fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the "if vacant" value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value.

The estimated fair value of in-place tenant leases includes lease origination costs (the costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to the current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant.

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

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.
Gross Asset 
Accumulated
Amortization
 
Net Carrying
Amount
Gross Asset 
Accumulated
Amortization
 
Net Carrying
Amount
As of December 31, 2015 
  
  
As of December 31, 2017 
  
  
Tenant leases: 
  
  
 
  
  
In-place value$409,637
 $(264,616) $145,021
$347,232
 $(181,088) $166,144
As of December 31, 2014 
  
  
As of December 31, 2016 
  
  
Tenant leases: 
  
  
 
  
  
In-place value$608,840
 $(362,531) $246,309
$306,094
 $(214,111) $91,983

The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets (Note 15); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses (Note 16) in our Consolidated Balance Sheets.



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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



Amortization/accretion of all intangibles, including the intangibles in Note 15 and Note 16, had the following effects on our income from continuing operations:
 Year Ended December 31,
 2015 2014 2013
Amortization/accretion effect on continuing operations$(137,462) $(196,792) $(237,302)

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
 Year Ended December 31,
 2017 2016 2015
Amortization/accretion effect on continuing operations$(74,802) $(86,979) $(137,462)


Future amortization/accretion of theseall intangibles, including the intangibles in Note 15 and Note 16 is estimated to decrease results from continuing operations as follows:

Year Amount Amount
2016 $90,101
2017 67,552
2018 43,469
 $46,536
2019 25,832
 28,753
2020 17,182
 19,925
2021 14,607
2022 13,220

Marketable Securities

Marketable securities are comprised of equity securities that are classified as available-for-sale. Available-for-sale securities are presented in prepaid expenses and other assets on our Consolidated Balance Sheets at fair value. Unrealized gains and losses resulting from the mark-to-market of these securities are included in other comprehensive income. Realized gains and losses are recognized in earnings only upon the sale of the securities and are recorded based on the weighted average cost of such securities. During the year ended December 31, 2016, we recognized gains of $13.1 million in management fees and other corporate revenues on the Consolidated Statements of Operations and Comprehensive Income from the sale of Seritage Growth Properties stock.

Investments in Unconsolidated Real Estate Affiliates (Note 6)5)

We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the the investment, we utilize the equity method. If we have neither control ornor significant influence, we utilize the cost method. Under the equity method, the cost of our investment is adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition, increased by our contributions and reduced by distributions received. Under the cost method, the cost of our investment is not adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and distributions are treated as earnings when received.

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

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

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. Except for Retained Debt (as described in Note 6)5), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of our Unconsolidated Real Estate Affiliates are typically amortized over lives ranging from 5 to 45 years. When cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements. The liability is limited to our maximum potential obligation to fund contractual obligations, including recourse related to certain debt obligations.

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

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

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


The combined summarized financial information of unconsolidated joint ventures is disclosed in Note 65 to the Consolidated Financial Statements.

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

Cash and Cash Equivalents

Highly-liquid investments with initial maturities of three months or less are classified as cash equivalents, excluding amounts restricted by certain lender and other agreements.

Leases

Our leases, in which we are the lessor or lessee, are substantially all accounted for as operating leases. Leases in which we are the lessor that transfer substantially all the risks and benefits of ownership to tenants are considered finance leases and the present values of the minimum lease payments and the estimated residual values of the leased properties, if any, are accounted for as receivables. Leases in which we are the lessee that transfer substantially all the risks and benefits of ownership to us are considered capital leases and the present values of the minimum lease payments are accounted for as assets and liabilities.

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized as buildings and equipment and depreciated over the shorter of the useful life or the applicable lease term.

In leasing tenant space, we may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If we are considered the owner of the leasehold improvements, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the leasehold improvements, the allowance is capitalized to deferred expenses and considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.



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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



Deferred Expenses

Deferred expenses primarily consist of leasing commissions and related costs and are amortized using the straight-line method over the life of the leases.

Revenue Recognition and Related Matters

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

Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
Amortization of straight-line rent$27,809
 $48,254
 $47,567
$2,084
 $11,867
 $27,809
Net amortization/accretion of above and below-market tenant leases(55,062) (66,258) (67,344)(23,963) (33,639) (55,062)
Lease termination income13,786
 10,590
 10,633
29,081
 16,021
 13,786

The following is a summary of straight-line rent receivables, which are included in accounts and notes receivable, net in our Consolidated Balance Sheets and are reduced for allowances and amounts doubtful of collection:

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


 December 31, 2015 December 31, 2014
Straight-line rent receivables, net$234,862
 $228,153
 December 31, 2017 December 31, 2016
Straight-line rent receivables, net$231,290
 $226,226

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

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

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

Notes receivable are evaluated for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral.








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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



We provide an allowance for doubtful accounts against the portion of accounts and notes receivable, net including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The following table summarizes the changes in allowance for doubtful accounts:
2015 2014 20132017 2016 2015
Balance as of January 1,$15,621
 $17,892
 $24,692
$17,883
 $14,654
 $15,621
Provision for doubtful accounts(1)11,833
 10,934
 5,528
Provisions for doubtful accounts in discontinued operations
 602
 1,277
Provision for doubtful accounts (1)13,594
 10,534
 11,833
Write-offs(12,800) (13,807) (13,605)(12,020) (7,305) (12,800)
Balance as of December 31,$14,654
 $15,621
 $17,892
$19,457
 $17,883
 $14,654

(1)Excludes recoveries of $2.1$2.9 million, $2.7$2.4 million and $1.9$2.1 million for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively.

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees, and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 6.5.

The following table summarizes the management fees from affiliates and our share of the management fee expense:
Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
Management fees from affiliates(1)$86,595
 $70,887
 $68,681
$97,136
 $82,742
 $86,595
Management fee expense(30,723) (26,972) (25,551)(38,166) (33,049) (30,723)
Net management fees from affiliates$55,872
 $43,915
 $43,130
$58,970
 $49,693
 $55,872

(1)Excludes $8.0 million in corporate fees earned during the year ended December 31, 2017 and a $13.1 million gain recognized in management fees and other corporate revenues on the divestiture of our investment in Seritage Growth Properties during the year ended December 31, 2016.

Income Taxes (Note 8)7)

We expect to distribute 100% of our taxable capital gains and taxable ordinary income to shareholdersstockholders annually. If, with respect to any taxable year, we fail to maintain our qualification as a REIT and cannot correct such failure, we would not be allowed to deduct distributions to shareholdersstockholders in computing our taxable income and federal income tax. If any of our REIT subsidiaries fail to qualify as a REIT, such failure could result in our loss of REIT status. If we lose our REIT status, corporate level income tax

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


would apply to our taxable income at regular corporate rates, or we may be subject to applicable alternative minimum tax. As a result, the amount available for distribution to holders of equity securities that would otherwise receive dividends would be reduced for the year or years involved, and we would no longer be required to make distributions. In addition, unless we were entitled to relief under the relevant statutory provisions, we would be disqualified from treatment as a REIT for four subsequent taxable years.

Deferred income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns and are recorded primarily by certain of our taxable REIT subsidiaries. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred income taxes also reflect the impact of operating loss and tax credit

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the current tax provision. In 2010, GGP experienced a change in control, pursuant to Section 382 of the Internal Revenue Code that could limit the benefit of deferred tax assets. In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense.

We earn investment tax credits related to solar projects at certain properties. We use the flow through method of accounting for investment tax credits. Under this method, investment tax credits are recognized as a reduction to income tax expense in the year they are earned.

Impairment

Operating properties

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

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

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

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

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

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

No provisions for impairment were recognized during the year ended December 31, 2017.

During the year ended December 31, 2016, we recorded a $73.0 million impairment charge on our Consolidated Statements of Operations and Comprehensive Income. The impairment charge related to three operating properties. We received bona fide purchase offers for two properties which were less than their respective carrying values. The other property had non-recourse debt maturing during 2016 that exceeded the fair value of the operating property. This property was transferred to a special servicer in 2016.


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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


During the year ended December 31, 2015, we recorded an $8.6 million impairment charge in continuing operations ofon our Consolidated Statements of Operations and Comprehensive Income. This impairment charge related to one operating property and was recorded because the estimated fair value of the property, based on a bona-fide purchase offer, was less than the carrying value of the property.

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Table of Contents
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


During the year ended December 31, 2014, we recorded a $5.3 million impairment charge in continuing operations of our Consolidated Statements of Operations and Comprehensive Income. This impairment charge related to one operating property and was recorded because the estimated fair value of the property, based on a bona-fide purchase offer was less than the carrying value of the property. During the year ended December 31, 2014, we recorded no impairment charges in discontinued operations of our Consolidated Statement of Operations and Comprehensive Income.
During the year ended December 31, 2013, we recorded no impairment charges in continuing operations of our Consolidated Statements of Operations and Comprehensive Income. During the year ended December 31, 2013, we recorded $30.9 million of impairment charges in discontinued operations of our Consolidated Statement of Operations and Comprehensive Income, which related to five operating properties. We recorded a gain on extinguishment of debt in discontinued operations of approximately $66.7 million in the first quarter of 2014 related to one of these impaired properties that is included in discontinued operations of our Consolidated Statement of Operations and Comprehensive Income.
Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we performed for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates.

An impairment of $3.2 million related to our investments in Unconsolidated Real Estate Affiliates was recognized for the year ended December 31, 2015. This impairment charge related to one operating property and was recorded because the estimated fair value of the property, based on a bona-fide purchase offer, was less than the carrying value of the property.
No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the years ended December 31, 20142017 and 2013.2016.

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

Property Management and Other and General and Administrative Costs

Property management and other costs represent regional and home office costs and include items such as corporate payroll, rent for office space, supplies and professional fees, which represent corporate overhead costs not generated at the properties. General and administrative costs represent the costs to run the public company and include payroll and other costs for executives, audit fees, professional fees and administrative fees related to the public company.

Fair Value Measurements (Note 5)4)

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

Level 1—defined as observable inputs such as quoted prices for identical assets or liabilities in active markets;
Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The impairment section above includes a discussion of all impairments recognized during the years ended December 31, 2015, 20142017, 2016 and 2013,2015, which were based on Level 2 and Level 3 inputs. Note 54 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 94 also includes a discussion of our outstanding warrants, which wereavailable-for-sale securities measured at fair value on a recurring basis using Level 3 inputs until the warrant agreement was amended on March 28, 2013.1 inputs. Note 1110 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

Concentrations of Credit Risk

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


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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


group of investment grade financial institutions. We had $315.0 million and $100.0 million outstanding under our credit facility as of December 31, 2015 and 2014, respectively.
Recently Issued Accounting Pronouncements
Effective January 1, 2015 the definition of discontinued operations has been revised to limit what qualifies for this classification and presentation to disposals of components of a company that represent strategic shifts that have (or will have) a major effect on the company’s operations and financial results. Required expanded disclosures for disposals or disposal groups that qualify for discontinued operations are intended to provide users of financial statements with enhanced information about the assets, liabilities, revenues and expenses of such discontinued operations. In addition, in accordance with this pronouncement, companies are required to disclose the pretax profit or loss of an individually significant component that does not qualify for discontinued operations treatment. Pursuant to its terms, we have adopted this pronouncement effective January 1, 2015. This definition was applied prospectively and is anticipated to substantially reduce the number of transactions, going forward, that qualify for discontinued operations as compared to historical results. (See Note 4).
Effective January 1, 2016, the FASB issued an update that will require us to evaluate whether we should consolidate certain legal entities. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provide a scope exception for certain entities. Aside from certain expanded disclosure requirements, we do not expect the adoption of this standard will have a material impact to our consolidated financial statements for the adoption of this standard.
Effective January 1, 2016, companies are required to present debt issuance costs related to a recognized debt liability (excluding revolving credit facility) as a direct deduction from the carrying amount of that debt liability on the balance sheet. The recognition and measurement guidance for debt issuance costs will not be affected. We elected to early adopt this pronouncement as of December 31, 2015 which resulted in the reclassification of unamortized capitalized loan fees from deferred expenses to a direct reduction of the Company’s indebtedness on our Consolidated Balance Sheets for all periods presented.
Effective January 1, 2018, companies will beare required to apply a five-step model in accounting for revenue arising from contracts with customers.revenue. The core principle of the revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this pronouncement. The new standard can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company adopted the model effective January 1, 2018 using the modified retrospective approach for implementation. We have completed our analysis and evaluation of the impact that the adoption will have on the recognition of each of our sources of revenue. The adoption will result in a cumulative-effect adjustment to increase equity as of January 1, 2018 of approximately $1.90 million related to changes in the revenue recognition pattern of lease commissions earned by the Company from our joint ventures and the sale of condos in our Unconsolidated Real Estate Affiliates.

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

In October 2016, the FASB issued ASU 2016-06 which will change the current income tax accounting for intra-entity asset sales to be only for inventory. The company adopted this standard effective January 1, 2018. For those companies that did not recognize the income tax impact of a sale other than inventory before the adoption date, the new ASU shall be applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of January 1, 2018. This will result in a cumulative-effect adjustment to decrease retained earnings by the unamortized balance of the $18.8 million prepaid asset established in December 2016.

In March 2016, the FASB issued ASU 2016-07 which eliminates the requirement for retrospective application of equity method accounting when an investment previously accounted for by another method initially qualifies for the equity method. The company adopted this standard effective January 1, 2017. The adoption of this standard did not materially impact the Company's consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09 which simplifies the accounting for stock compensation related items such as income tax accounting, award classification, estimation of forfeitures, and cash flow presentation. The company adopted this standard effective January 1, 2017. The Company accounted for this compensation award adjustment by means of a cumulative-effect adjustment to equity as of January 1, 2017.
In June 2016, the FASB issued ASU 2016-13 which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU will be effective for the Company January 1, 2020 with early adoption permitted on January 1, 2019. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15 which provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted. The ASU will be adopted using a retrospective transition approach. The Company early adopted this standard effective December 31, 2017. The adoption of this standard did not materially impact the Company's consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18 which requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. This standard is effective

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company adopted this guidance on December 31, 2017, which changes our statements of cash flows and related disclosures for all periods presented.

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

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

Use of Estimates

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

NOTE 3     ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

On December 15, 2017, we closed on the sale of The Shops at Fallen Timbers in Maumee, Ohio for $21.0 million. The transaction resulted in a loss on sale of $0.3 million recognized in gain/loss from changes in control of investment properties and other for the year ended December 31, 2017.

On October 3, 2017, GGP acquired a 100% interest in 2 anchor boxes at Neshaminy Mall and Oakwood Center located in Bensalem, Pennsylvania and Gretna, Louisiana, respectively. The gross consideration of the 2 acquired anchor boxes was $21.4 million.

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

F - 20

GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


receivable to GGP related to the property. Of the remaining net proceeds, $9.75 million was used by Thor to pay down a portion of their note receivable to GGP for 530 Fifth Avenue and $3.36 million was used to pay down a portion of their note receivable to GGP for 685 Fifth Avenue (Note 14).
Second, GGP recapitalized the 530 Fifth Avenue joint venture based on a gross property valuation of $334 million, whereby upon closing (i) Thor’s common interest having a value of $48.1 million was converted to a preferred equity interest with a 7.0% cumulative return in 530 Fifth Avenue, which serves as collateral for Thor's still-outstanding note receivable, and (ii) GGP owns a 90.23% common equity interest in 530 Fifth Avenue, while Thor retained a 9.77% common equity interest. The preferred return payable to Thor must first go toward interest and principal due to GGP under Thor’s note receivable for 530 Fifth Avenue (Note 14).
Finally, GGP also recapitalized the 685 Fifth Avenue joint venture based on a gross property valuation of $652.6 million, whereby upon closing (i) Thor’s common interest having a value of $150 million was converted to a preferred equity interest with a 7.0% cumulative return in 685 Fifth Avenue, which serves as collateral for Thor's still-outstanding note receivable, and (ii) GGP owns a 97.03% common equity interest in 685 Fifth Avenue, while Thor retained a 2.97% common equity interest. The preferred return payable to Thor must first go toward interest and principal due to GGP under Thor’s note receivable for 685 Fifth Avenue (Note 14). The recapitalization was effective on December 31, 2017, however, Thor executed a power of attorney on September 19, 2017 granting GGP the power to direct the management of the joint venture and the property.
GGP had previously accounted for our interest in these three joint ventures using the equity method of accounting (Note 2). As a result of the transactions described above, we now consolidate these joint ventures with our joint venture partner's share of equity included in noncontrolling interest (Note 2). In addition, the $48.1 million and $151.3 million notes receivable due from our joint venture partner at 530 Fifth Avenue and 685 Fifth Avenue, respectively, are presented on the balance sheet in noncontrolling interests in Consolidated Real Estate Affiliates. The notes receivable are presented as contra-equity amount offset with our joint venture partners' noncontrolling interest.

The table below summarizes the gain from changes in control calculation ($ in millions):
Gain from changes in control for 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue 
Fair value of Investment in Unconsolidated Real Estate Affiliates as of change in control$250.0
Less: carrying value of Investment in Unconsolidated Real Estate Affiliates198.1
Gain from changes in control of investment properties and other, net$51.9

The following table summarizes the allocation of the purchase price to the net assets acquired at the date of acquisition. These allocations were based on the relative fair values of the assets acquired and liabilities assumed ($ in millions):
Allocation of Thor Equities Purchase Price218 W. 57th Street530 Fifth Avenue685 Fifth Avenue
Investment in real estate, including intangible assets and liabilities$104.0
$334.0
$652.6
Fair value of debt (1)(53.0)(221.0)(340.0)
Net working capital (2)0.1
14.3
1.7
Net assets acquired$51.1
$127.3
$314.3

(1)530 Fifth Avenue includes $31.0 million of an intercompany loan between 530 Fifth Avenue and GGP. 218 W. 57th Street includes $53.0 million of an intercompany loan between 218 W. 57th Street and GGP. Both loans eliminate in consolidation.
(2)530 Fifth Avenue includes a $9.4 million escrow for tenant allowances.

Capitalization rates and discount rates were based on a reasonable range of current market rates for 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue. Based upon these inputs, we determined that our valuations of the properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy (Note 2).

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


Unobservable Quantitative InputRange
Discount Rates6.0% to 7.0%
Terminal capitalization rates4.0% to 5.5%

On July 12, 2017, we closed on the acquisition of the remaining 50% interest in 8 of the 12 anchor boxes included in the existing GS Portfolio Holdings LLC ("GSPH") joint venture with Seritage Growth Properties for $190.1 million based on a total valuation of $380.2 million. We had previously owned a 50% interest in the joint venture and accounted for the joint venture using the equity method of accounting (Note 2), but as a result of the transaction we now consolidate our 100% interest in the 8 acquired anchor boxes. Of the total purchase price, $126.4 million was settled upon closing and Seritage retained certain special rights (governed by a Special Rights Agreement), which are callable by GGP for $63.7 million. Simultaneously, the 4 remaining anchor boxes in GSPH were distributed to a newly formed joint venture, GS Portfolio Holdings II, LLC ("GSPHII"), between GGP and Seritage in which the ownership interest remains at 50% for both joint venture partners. We account for GSPHII using the equity method of accounting (Note 2). In addition, GGPLP provided a loan to GSPHII for $127.4 million. This loan is collateralized by GSPHII's interest in the properties (Note 14). Finally, GGP acquired a 50% interest in 5 additional anchor boxes through a newly formed joint venture, GS Portfolio Holdings 2017 ("GSPH2017"), for $57.5 million. We account for this joint venture using the equity method of accounting (Note 2).

The table below summarizes the gain from changes in control calculation ($ in millions):
Gain from a Change of Control in GSPH 
Consideration paid to acquire our joint venture partner's interest$190.1
Less: carrying value of Investment in Unconsolidated Real Estate Affiliates147.2
Gain from changes in control of investment properties and other, net$42.9

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

On June 9, 2017, we closed on the acquisition of our joint venture partner's 50% interest in Neshaminy Mall located in Bensalem, Pennsylvania for a purchase price of $32.5 million based on a total valuation of $65.0 million. Post acquisition, we own 100% of the mall. Prior to the acquisition of the remaining interest, the carrying value for our investment was $55.2 million. As a result of this acquisition, the implied fair value of our previous investment in Neshaminy Mall is $34.2 million, resulting in a loss of $21.0 million, recognized in loss from changes in control of investment properties and other for the year ended December 31, 2017.

On May 12, 2017, we closed on the sale of Red Cliffs Mall in St. George, Utah for $39.1 million. The transaction netted proceeds of approximately $36.3 million and resulted in a gain on sale of $5.6 million recognized in gain from changes in control of investment properties and other for the year ended December 31, 2017.

On December 1, 2016, we entered into an agreement with a qualified intermediary to acquire 605 N. Michigan Avenue located in Chicago, Illinois. The Company loaned the qualified intermediary $140.0 million to acquire the property as replacement property in a reverse 1031 exchange pursuant to the applicable Internal Revenue Service policy. 605 N. Michigan Avenue was deemed to be a variable interest entity for which the Company was deemed to be the primary beneficiary as it has the ability to direct the activities of the entity that most significantly impact its economic performance and has all of the risks and rewards of ownership. Accordingly, the Company consolidated 605 N. Michigan Avenue as of December 31, 2016. The reverse 1031 exchange was closed out during the year ended December 31, 2017, and the sole membership interests of the VIE were assigned to us and the respective outstanding loan was extinguished, resulting in the entity being wholly owned by us and no long considered a VIE. The purchase price allocation was recorded in 2016 using a preliminary estimate of the net assets acquired. Certain amounts were reclassified according to the subsequent purchase price allocation recorded during 2017.

On November 1, 2016, Riverchase Galleria (located in Hoover, Alabama) redeemed the 50% interest of our joint venture partner for a gross purchase price of $143.5 million including the assumption of our joint venture partner's $110.3 million share of property level debt. Concurrently, the 50% interest was acquired by our joint venture through certain capital contributions. Our overall ownership in Riverchase Galleria was 75.5% as of December 31, 2016 and 86.3% as of December 31, 2017.

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



The table below summarizes the loss calculation ($ in millions):
Loss from a Change of Control in Riverchase Galleria 
Cash paid to acquire our joint venture partner's interest$33.8
Less: carrying value of investment in Riverchase Galleria(78.0)
Losses from changes in control of investment properties$(44.2)

The following table summarizes the allocation of the purchase price to the net assets acquired at the date of acquisition. These allocations were based on the relative fair values of the assets acquired and liabilities assumed. ($ in millions):
Allocation of the Riverchase Purchase Price 
Investment in real estate, including intangible assets and liabilities$274.3
Fair value of debt (1)(220.7)
Net working capital (2)12.7
Net assets acquired$66.3

(1)    Debt represents an intercompany loan between Riverchase Galleria and GGP and eliminates in consolidation.
(2)    Includes tax increment financing (TIF) associated with the city of Hoover, Alabama.

On October 28, 2016, we acquired four Macy's boxes, including the box at Tysons Galleria, at various properties for $45.7 million for the purpose of re-tenanting and repositioning space. Subsequently on December 8, 2016, we acquired an additional Macy's box at Stonestown Galleria for $40.7 million.

On September 15, 2016, joint ventures we formed with Simon Property Group and Authentic Brands Group LLC ("ABG") acquired Aeropostale, Inc. ("Aeropostale") for $80.0 million in total cash which included cash for working capital requirements of the retail business. The intellectual property and brand related assets were assigned to the Aero IpCo, LLC venture ("IPCO") and the assets and liabilities necessary to run the stores were assigned to the Aero OpCo, LLC venture ("OPCO"). In connection with the transaction, our total investment was $20.4 million of cash contributed to the ventures for an effective ownership of approximately 26% in the two joint ventures. Aeropostale is a tenant at certain properties for which we receive rental income included in minimum rents on the Consolidated Statements of Operations and Comprehensive Income. On December 29, 2017, we sold approximately 54% of our interest in IPCO to ABG for a sales price of $16.6 million, which resulted in a gain of $12.0 million recognized in Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2017. In addition, we invested $30.5 million in ABG units. The investment is considered a cost method investment and is included in investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On August 1, 2016, we closed on the sale of Rogue Valley Mall located in Medford, Oregon for a sales price of $61.5 million. This transaction netted proceeds of approximately $6.4 million and resulted in a loss of $1.0 million recognized in gain from changes in control of investment properties and other for the year ended December 31, 2016.

On July 29, 2016, we reached an agreement on the sale of a 50% interest in Fashion Show located in Las Vegas, Nevada to TIAA-CREF Global Investments, LLC ("TIAACREF") for a sales price of $1.25 billion. We closed on the sale of the initial 49% and received proceeds of approximately $813.9 million on July 29, 2016, and we received the remaining $16.6 million for the closing of the final 1% interest on October 4, 2016. This transaction resulted in a gain on sale of $634.9 million recognized in gain from changes in control of investment properties and other for the year ended December 31, 2016.

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

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


Cash received from joint venture partner$830.5
Less: carrying value of previous investment in Fashion Show(195.6)
Gain from change in control of investment property$634.9

On July 21, 2016, we closed on the sale of Newgate Mall located in Ogden, Utah for a sales price of $69.5 million. The transaction netted proceeds of approximately $8.4 million and resulted in a loss of $1.4 million recognized in gain from changes in control of investment properties and other for the year ended December 31, 2016.

On June 30, 2016, we closed on the sale of our 49.8% interest in One Stockton Partners, LLC in San Francisco, California to our joint venture partner for $49.8 million. In connection with the sale, $16.3 million in mortgage debt was assumed. This transaction netted proceeds of approximately $33.5 million and resulted in a gain of $22.7 million recognized in Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2016. In addition to the sale, the joint venture partner made an $8.0 million repayment of a note receivable.

On June 28, 2016, we closed on the sale of the office building and parking garage at Pioneer Place in Portland, Oregon for $121.8 million. This transaction netted proceeds of approximately $116.0 million and resulted in a gain on sale of $35.2 million recognized in gain from changes in control of investment properties and other for the year ended December 31, 2016.

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

On January 29, 2016, we closed on the sale of our 75% interest in Provo Towne Center in Provo, Utah to our joint venture partner for $37.5 million. Mortgage debt of $31.1 million was repaid upon closing. This transaction netted proceeds of approximately $2.8 million and resulted in a loss of $6.7 million recognized in gain from changes in control of investment properties and other for the year ended December 31, 2016.

On January 29, 2016, we closed on the sale of our 10% interest in 522 Fifth Avenue in New York City to our joint venture partner for $25.0 million, inclusive of the repayment of previously existing notes receivable from our joint venture partner. We received proceeds of $10.0 million upon closing and proceeds of $5.4 million on December 15, 2016. This transaction resulted in a gain on sale of $11.0 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the year ended December 31, 2016. On May 25, 2017, we received a 10% interest in 522 Fifth Avenue in full satisfaction of the remaining $9.0 million due.

On January 15, 2016, we closed on the sale of Eastridge Mall in San Jose, California for $225.0 million. This transaction netted proceeds of approximately $216.3 million and resulted in a gain on sale of $71.7 million recognized in gain from changes in control of investment properties and other for the year ended December 31, 2016.

On January 8, 2016, we closed on the sale of our 50% interest in Owings Mills Mall in Owings Mills, Maryland to our joint venture partner for $11.6 million. This transaction netted proceeds of approximately $11.6 million and resulted in a gain on sale of $0.6 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the year ended December 31, 2016.

On November 6, 2015, we acquired an additional 2.5% direct interest in Miami Design District Associates, LLC ("MDDA") located in Miami, Florida for a gross purchase price of $40.0 million. We also own a 2.5% interest in MDDA through a joint venture and a 10% interest in MDDA through a consolidated subsidiary. The total investment of 15% is considered a cost method investment and is included in investment in and loans to/from Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On July 7,September 24, 2015, we purchased 1,125,760 sharessold our interest in a joint venture that owns Lake Mead & Buffalo, which resulted in our recognition of Seritage Growth Properties common stock at $29.58 per share for a totalgain of $33.3$3.1 million. The $3.1 million as part of the spin-off of Sears Holdings Corporation. Thisis recognized within Unconsolidated Real Estate Affiliates - gain on investment is classified as an available-for-sale security

F - 20

GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


with changes in fair value recognized in accumulated other comprehensive loss on the Consolidated Balance Sheets. As of December 31, 2015, Seritage Growth Properties common stock traded at $40.22 per share resulting in unrealized gains of approximately $12.0 million, included in other comprehensive income (loss) in theour Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2015.Income.

On April 27, 2015, we sold the office portion of 200 Lafayette in New York New YorkCity for a gross sales price$124.5 million. In connection with the transaction, debt of $67.0 million was repaid. The transaction netted proceeds of approximately $124.5 million. This transaction$49.4 million and resulted in a

F - 24

GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


gain on sale of $11.9 million recognized in gain from changes in control of investment properties and other on our Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2015.

On April 17, 2015, we and our joint venture partners acquiredclosed on the acquisition of the Crown Building located at 730 Fifth Avenue in New York New YorkCity through a joint venture partner. The Crown Building was acquired for a purchase price of $1.78 billion, which was funded with $1.25 billion of secured debt. We haveown an effective 50% interest in the retail portion of the property. GGP and Jeff Sutton will own, redevelop, lease and manage the retail portion of the property which is $1.30 billion of the purchase price. We own no effective interest in the office portion of the property. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower which iswas $475.0 million of the purchase price. The office tower will be redeveloped into luxury residential condominiums. OurAt acquisition, our share of the retail property purchase price iswas $650.0 million and our share of the equity iswas $208.5 million. In connection with the acquisition, we provided $204.3 million in loans to our joint venture partners (Note 14).

On April 1, 2015, we acquired a 50% interest inclosed on the acquisition of property through a joint venture to ownlocated at 85 Fifth Avenue in New York New York.City for $86.0 million. The total purchase price was $86.0 million whichacquisition was funded with $60.0 million of secured debt. GGP’sWe own a 50% interest in the joint venture and our share of the equity iswas $14.0 million. In connection with the acquisition, we provided a $7.0 million loan to our joint venture partner (Note 14).

On March 31, 2015, we acquired a 50% interest in a joint venture with Sears Holdings Corporation that owns anchor pads and in-place leases at 12 stores located at our properties for approximately $165.0 million. Subsequently, Sears Holdings Corporation sold its investment in the joint venture to Seritage Growth Properties, which was an affiliated company. We recorded the investment in the joint venture for approximately $164.5 million ($165.0 million net of prorations and acquisition costs) to investment in and loans to/from Unconsolidated Real Estate Affiliates on our Consolidated Balance Sheets. On December 14, 2015, GGP entered into agreements with GGP Homart II, LLC and Urban Shopping Centers, L.P. (Oakbrook)two of its joint ventures to assign interest in 4 of the 12 anchor pads.pads to the joint ventures. For the assignment and transfer of the assigned interests, GGP Homart II, LLC and Urban Shopping Centers, L.P. agreed toreceived net consideration of $34.1 million and $39.9 million, respectively.$74.0 million.
We account for the interests in the Crown, 85 Fifth, and Sears joint ventures under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights.
On February 27, 2015, we sold a 25% interest in Ala Moana Center in Honolulu, Hawaii for net proceeds of $907.0 million. We received $670.0 million at closing and will receivereceived the remaining proceeds of $237.0 million in late 2016 upon completion of the redevelopment and expansion.expansion in the fourth quarter of 2016. Subsequently on April 10, 2015, we sold an additional 12.5% interest in Ala Moana Center for net proceeds of $453.5 million to another joint venture partner. We received $335.0 million at closing and will receivereceived the remaining proceeds of $118.5 million in late 2016 upon completion of the redevelopment and expansion.expansion in the fourth quarter of 2016. As a result, our joint venture partners own a combined 37.5% economic interest in the joint venture.

Upon sale of the 25% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $584.4 million gain on change in control of investment properties and other as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the twelve monthsyear ended December 31, 2015,2016, we recognized an additional $38.0$34.4 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through December 31, 2015. We will recognize an additional $26.3 million2016. The construction is complete and the full gain on changewas recognized as of control of investment properties and other through substantial completion of construction. In total, we recorded a gain from change in control of investment properties and other of $622.4 million on our Consolidated Statements of Comprehensive Income for the year ended December 31, 2015 as a result of this transaction.2016.

Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development.

F - 21

GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


During the year ended December 31, 2015,2016, we recognized an additional $15.4$17.2 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through December 31, 2015. We will recognize an additional $13.1 million2016. The construction is complete and the full gain in Unconsolidated Real Estate Affiliates - gain on investment through substantial completionwas recognized as of construction. In total, we recorded a gain in Unconsolidated Real Estate Affiliates - gain on investment of $311.3 million on our Consolidated Statements of Comprehensive Income for the year ended December 31, 2015 as a result of this transaction.2016.

We account for the 62.5% interest in the joint venture that owns Ala Moana Center under the equity method of accounting (Note 6)5) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Prior to February 2015, Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis.
The table below summarizes the gain calculation ($ in millions) for the 25% and 12.5% interests sold:
Gain on Sale of Interests in Ala Moana Center25.0%12.5%
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)$900.2
$451.0
Joint venture partner share of debt462.5
231.3
Total consideration1,362.7
682.3
Less: JV partner proportionate share of investment in Ala Moana Center and estimated development costs(714.0)(357.9)
Total gain from changes in control of investment properties and other648.7

Total Unconsolidated Real Estate Affiliates - gain on investment
324.4
Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing584.4
295.9
Gain attributable to post-sale development activities through December 31, 201538.0
15.4
Estimated future gain from changes in control of investment properties and other26.3

Estimated future Unconsolidated Real Estate Affiliates - gain on investment$
$13.1

On December 24, 2014January 29, 2015, we formedsold our 50% interest in a joint venture that holds 100% of Bayside Marketplace and sold a portion of our interest to a third party. We received $71.9 millionowns Trails Village in cash, net of debt assumed of $122.5 million, and the partner received a 49% economic interest in the joint venture. We recorded gain from change in control of investment properties and other of $91.2 million on our Consolidated Statements of Operations and Comprehensive IncomeLas Vegas, Nevada for the year ended December 31, 2014, as a result of this transaction. We are the managing member, however we account for the joint venture under the equity method of accounting because we share control over major decisions$27.6 million. In connection with the joint venture partner and the partner has substantive participating rights including establishing operating and capital decisions including budgets, in the ordinary coursesale, mortgage debt of business.$5.75 million was repaid. The transaction netted proceeds of approximately $22.0

The table below summarizes the gain calculation ($ in millions):
Cash received from joint venture partner$71.9
Less: Proportionate share of previous investment in Bayside Marketplace(19.3)
Gain from change in control of investment property$91.2

During the year ended December 31, 2014, we acquired joint venture interests in five retail properties located in New York City, Miami, and Bellevue (WA) for total consideration of $690.2 million (excluding closing costs), which included equity of $405.5 million and the assumption of debt of $310.2 million. The five retail properties acquired are described below. We account for the joint ventures under the equity method of accounting (excluding Miami Design District Associates which is accounted for using the cost method) because we share control over major decisions with our joint venture partners. These properties will be accounted for as Unconsolidated Real Estate Affiliates, and are recorded within the investment in and loans to/from Unconsolidated Real Estate Affiliates on our Consolidated Balance Sheets (Note 6).


F - 2225

GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


On October 22, 2014, we contributed $49.1 million for a 50% interest in a joint venture that acquired the retail portion of 530 Fifth Avenue in New York, New York for a gross purchase price of $300 million with $190 million in gross property-level financing. We have an effective 50% interest in the joint venture. In connection with the acquisition, we provided $39.4 million in loans to our joint venture partner and $31.0 million in a mezzanine loan to the joint venture (Note 14).

On September 30, 2014, we contributed $8.3 million for a 10% interest in a joint venture that acquired the retail portion of 522 Fifth Avenue in New York, New York for a gross purchase price of $165.0 million with $83.3 million in gross property-level financing. We have an effective 10% interest in the joint venture. In connection with the acquisition we provided a $5.3 million loan to our joint venture partner (Note 14).

On September 15, 2014, we contributed $244.7 million to a joint venture that acquired a 20% interest in a development located in Miami, Florida and an 85.67% interest in a mall located in Bellevue, Washington. The joint venture's 20% interest in the Miami Design District Associates, LLC was acquired for a purchase price of $280.0 million. Through the formation of the joint venture, we have a 12.5% share of this investment and account for it as a cost method investment. Subsequently, 10% of this interest was distributed to a consolidated subsidiary through a non-liquidating distribution. The joint venture partner contributed a property, The Shops at the Bravern, LLC ("Bravern"), for a net contribution of $79.0 million. Through the formation of the joint venture, we have a 40% interest in the property and account for the joint venture under the equity method of accounting.

On June 27, 2014, we contributed $106.6 million to a joint venture that acquired 685 Fifth Avenue in New York, New York for a gross purchase price of $521.4 million with $340.0 million in gross property-level financing. We have a 50% interest in the joint venture. In connection with the acquisition we provided an $85.3 million loan to our joint venture partner (Note 14).
NOTE 4 DISCONTINUED OPERATIONS AND HELD FOR DISPOSITION
In the first quarter of 2015, the Company adopted ASU No. 2014-08, "Reporting Discontinued operations and Disclosures of Disposals of Components of an Entity" issued by the Financial Accounting Standards Board. ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity). The Company’s adoption of ASU No. 2014-08 resulted in a change in how the Company would record operating results and gains on sales of real estate. Any future sale that does not meet the updated definition of discontinued operations, would not be reflected within discontinued operations in the Company’s Consolidated Statements of Comprehensive Income.
During 2014, one property, which was previously transferred to a special servicer, was sold in a lender-directed sale in full satisfaction of the debt. This resulted in a gain on extinguishment of debt of $66.7 million and a reduction of property-level debt of $79.0 million. We transferred six office properties and cash aggregating total consideration of $268.0 million in full settlement of our $322.0 million tax indemnification liability (Note 18). Additionally, we sold three operating properties for $278.6 million, which resulted in a gain of $125.2 million. We used the net proceeds from these transactions to repay debt$12.0 million recognized in Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of $127.0 million.
The Company did not have any dispositions during the year ended December 31, 2015 that qualified for discontinued operations presentation subsequent to its adoption of ASU No. 2014-08. The following table summarizes the operations of the properties included in discontinued operations for the years ended 2014Operations and 2013.

F - 23

GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)Comprehensive Income.


 Year Ended December 31,
 2014 2013
Retail and other revenue$27,276
 $73,329
Total revenues27,276
 73,329
Retail and other operating expenses17,515
 56,926
Provisions for impairment
 30,935
Total expenses17,515
 87,861
Operating income (loss)9,761

(14,532)
Interest expense, net(2,188) (22,167)
Provision for income taxes
 
Gains (losses) on dispositions130,416
 (817)
Net income (loss) from operations137,989
 (37,516)
Gain on extinguishment of debt66,679
 25,894
Gain on extinguishment of tax indemnification liability77,215
 
Net income (loss) from discontinued operations$281,883
 $(11,622)
As of December 31, 2015, non-refundable deposits were received from the buyers on two properties. Therefore, the two properties were considered held for disposition as of December 31, 2015. Total assets held for disposition were $216.2 million, which included $204.4 million of net investment in real estate, and total liabilities held for disposition were $58.9 million, which included $42.6 million of mortgages, notes and loans payable (Note 20).
NOTE 54     FAIR VALUE

Nonrecurring Fair Value Measurements

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

The following table summarizes certain of our assets that are measured at fair value on a nonrecurring basis as a result of impairment charges recorded as ofduring the year ended December 31, 2015 and 2014.2016. No impairment charges were recognized during the year ended December 31, 2017.
 
Total Fair Value
Measurement
 
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
Year Ended December 31, 2015 
  
  
  
Investments in real estate(1)$61,500
 $
 $61,500
 $
Year Ended December 31, 2014       
Investments in real estate(1)$26,250
 $
 $26,250
 $
 
Total Fair Value
Measurement
 
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 Significant
Unobservable Inputs
(Level 3)
 Provisions for Impairment
Year Ended December 31, 2016         
Investments in real estate (1)$219,165
 $
 $131,000
 $88,165
 $(73,039)


(1)Refer to Note 2 for more information regarding impairment. Investments in real estate includes consolidated properties and Unconsolidated Real Estate Affiliates.
We estimated the fair value relating to impairment assessments based upon negotiated sales prices, which is classified within Level 2 of the fair value hierarchy.
Unobservable Quantitative InputRange
Discount rates9.0% to 11.0%
Terminal capitalization rates16.0% to 17.0%

Disclosure of Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management's estimates of fair value are presented below for our debt as of December 31, 20152017 and 2014.2016.

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Table of Contents
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Carrying
Amount(1)(2)
 
Estimated
Fair Value
 
Carrying
Amount(1)(2)
 
Estimated
Fair Value
Carrying
Amount (1)
 
Estimated
Fair Value
 
Carrying
Amount (2)
 
Estimated
Fair Value
Fixed-rate debt$11,921,302
 $12,247,451
 $13,573,451
 $14,211,247
$10,420,252
 $10,467,262
 $10,441,166
 $10,832,272
Variable-rate debt2,294,858
 2,304,551
 2,370,736
 2,399,547
2,412,207
 2,415,457
 1,989,252
 1,990,458
$14,216,160
 $14,552,002
 $15,944,187
 $16,610,794
$12,832,459
 $12,882,719
 $12,430,418
 $12,822,730

(1)Includes market rate adjustments of $33.0 million and $19.9 million as of December 31, 2015 and 2014, respectively.
(2)Includes deferred financing costs of $40.2 million and $54.1 million as of December 31, 2015 and 2014, respectively.
(1)    Includes net $23.5 million of market rate adjustments and $30.3 million of deferred financing costs.
(2)    Includes net $27.8 million of market rate adjustments and $40.1 million of deferred financing costs.

The fair value of our Junior Subordinated Notes approximates their carrying amount as of December 31, 20152017 and 2014.2016. We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate ("LIBOR"), U.S. treasury obligation interest rates and on the

F - 26

Table of Contents
GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation.

Recurring Fair Value of Marketable Securities

Marketable securities are measured at fair value on our Consolidated Balance Sheets using Level 1 inputs and included in prepaid expenses and other assets. The fair values are shown below.
(Amounts in thousands) December 31, 2015 December 31, 2014
 December 31, 2015
 Fair Value Cost Basis Unrealized Gain Fair Value Cost Basis Unrealized Gain Fair Value Cost Basis Unrealized Gain
Marketable securities:                  
Seritage Growth Properties $45,278
 $33,300
 $11,978
 $
 $
 $
 $45,278
 $33,300
 $11,978

During the year ended December 31, 2016 we divested the entire investment in Seritage Growth Properties, recognized a gain of $13.1 million in management fees and other corporate revenues, and reclassified $12.0 million out of other comprehensive income (loss).


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Table of Contents
GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


NOTE 65     UNCONSOLIDATED REAL ESTATE AFFILIATES

Following is summarized financial information for all of our real estate related Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates. The reconciliation to our total investment in Unconsolidated Real Estate Affiliates is inclusive of investments accounted for using the cost method (Note 2).
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Condensed Combined Balance Sheets—Unconsolidated Real Estate Affiliates (1) 
  
 
  
Assets: 
  
 
  
Land$1,949,577
 $1,152,485
$2,908,181
 $2,664,736
Buildings and equipment12,344,045
 10,009,490
14,014,665
 13,555,059
Less accumulated depreciation(3,131,659) (2,591,347)(3,794,792) (3,538,776)
Construction in progress828,521
 125,931
545,305
 284,198
Net property and equipment11,990,484
 8,696,559
13,673,359
 12,965,217
Investments in unconsolidated joint ventures421,778
 16,462
613,136
 503,305
Net investment in real estate12,412,262
 8,713,021
14,286,495
 13,468,522
Cash and cash equivalents426,470
 308,621
438,664
 455,862
Accounts and notes receivable, net258,589
 203,511
Accounts receivable, net386,634
 655,655
Notes receivable15,058
 8,912
Deferred expenses, net239,262
 234,211
339,327
 321,095
Prepaid expenses and other assets472,123
 594,257
381,980
 327,645
Total assets$13,808,706
 $10,053,621
$15,848,158
 $15,237,691
Liabilities and Owners' Equity: 
  
 
  
Mortgages, notes and loans payable$9,812,378
 $7,898,204
$10,504,799
 $10,476,935
Accounts payable, accrued expenses and other liabilities740,388
 418,995
1,115,549
 595,570
Cumulative effect of foreign currency translation ("CFCT")(67,224) (35,238)(38,013) (50,851)
Owners' equity, excluding CFCT3,323,164
 1,771,660
4,265,823
 4,216,037
Total liabilities and owners' equity$13,808,706
 $10,053,621
$15,848,158
 $15,237,691
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: 
  
Investment in Unconsolidated Real Estate Affiliates, Net: 
  
Owners' equity$3,255,940
 $1,736,422
$4,227,810
 $4,165,186
Less: joint venture partners' equity(1,518,581) (861,515)(2,413,822) (2,095,166)
Plus: excess investment/basis differences1,550,193
 1,694,257
1,547,462
 1,590,821
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net (equity method)
3,287,552
 2,569,164
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net (cost method)
180,000
 
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
$3,467,552
 $2,569,164
Investment in Unconsolidated Real Estate Affiliates, net (equity method)3,361,450
 3,660,841
Investment in Unconsolidated Real Estate Affiliates, net (cost method)30,483
 180,000
Elimination of consolidated real estate investment interest through joint venture(52,305) (27,500)
Retail investment, net16,091
 16,146
Investment in Unconsolidated Real Estate Affiliates, net$3,355,719
 $3,829,487
      
Reconciliation—Investment In and Loans To/From Unconsolidated Real Estate Affiliates: 
  
Asset—Investment in and loans to/from
Unconsolidated Real Estate Affiliates
$3,506,040
 $2,604,762
Reconciliation—Investment in Unconsolidated Real Estate Affiliates: 
  
Asset—Investment in Unconsolidated Real Estate Affiliates$3,377,112
 $3,868,993
Liability—Investment in Unconsolidated
Real Estate Affiliates
(38,488) (35,598)(21,393) (39,506)
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
$3,467,552
 $2,569,164
Investment in Unconsolidated Real Estate Affiliates, net$3,355,719
 $3,829,487
(1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Ala Moana Center as of December 31, 2015 as the property was contributed into a joint venture during the first quarter of 2015.



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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


(1)The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Miami Design District as of December 31, 2017. Refer to the discussion below regarding Miami Design District.

Year Ended 
 December 31, 2015
 Year Ended 
 December 31, 2014
 Year Ended 
 December 31, 2013
Year Ended 
 December 31, 2017
 Year Ended 
 December 31, 2016
 Year Ended 
 December 31, 2015
Condensed Combined Statements of Income—Unconsolidated Real Estate Affiliates (1) 
  
  
 
  
  
Revenues: 
  
  
 
  
  
Minimum rents$1,011,393
 $827,436
 $768,353
$1,186,646
 $1,106,691
 $1,011,393
Tenant recoveries443,905
 355,188
 327,033
489,307
 473,357
 443,905
Overage rents38,282
 30,915
 32,500
36,377
 39,298
 38,282
Condominium sales328,237
 520,360
 
Other52,027
 39,804
 34,007
70,497
 52,511
 52,027
Total revenues1,545,607
 1,253,343
 1,161,893
2,111,064
 2,192,217
 1,545,607
Expenses: 
  
  
 
  
  
Real estate taxes129,593
 110,665
 104,270
140,944
 124,355
 129,593
Property maintenance costs41,619
 39,105
 34,666
41,550
 41,132
 41,619
Marketing19,348
 14,626
 15,981
21,338
 22,368
 19,348
Other property operating costs214,417
 172,547
 160,286
230,930
 214,071
 214,417
Condominium cost of sales239,528
 379,401
 
Provision for doubtful accounts5,427
 3,052
 1,283
6,416
 13,665
 5,427
Property management and other costs(2)64,084
 57,980
 52,803
Property management and other costs (2)84,446
 71,499
 64,084
General and administrative10,245
 9,250
 2,333
2,101
 3,198
 10,245
Depreciation and amortization408,537
 325,787
 279,522
505,387
 466,715
 408,537
Total expenses893,270
 733,012
 651,144
1,272,640
 1,336,404
 893,270
Operating income652,337
 520,331
 510,749
838,424
 855,813
 652,337
Interest income7,070
 5,909
 1,431
11,054
 9,505
 7,070
Interest expense(395,114) (315,339) (286,917)(465,242) (318,628) (395,114)
Provision for income taxes(996) (1,497) (316)(1,312) (1,278) (996)
Equity in loss of unconsolidated joint ventures(28,513) (194) 
(23,553) (45,057) (28,513)
Income from continuing operations234,784
 209,210
 224,947
359,371
 500,355
 234,784
Net income from disposed investment
 1,415
 28,166
Allocation to noncontrolling interests(64) (58) 1
(103) (128) (64)
Net income attributable to the ventures$234,720
 $210,567
 $253,114
$359,268
 $500,227
 $234,720
Equity In Income of Unconsolidated Real Estate Affiliates: 
  
  
 
  
  
Net income attributable to the ventures$234,720
 $210,567
 $253,114
$359,268
 $500,227
 $234,720
Joint venture partners' share of income(112,582) (114,263) (140,193)(162,469) (235,544) (112,582)
Elimination of loss from consolidated real estate investment with interest owned through joint venture860
 1,266
 
Gain (loss) on retail investment

(3,874) 4,264
 
Amortization of capital or basis differences (3)(48,748) (44,736) (54,002)(41,035) (38,598) (48,748)
Equity in income of Unconsolidated Real Estate Affiliates$73,390
 $51,568
 $58,919
$152,750
 $231,615
 $73,390

(1)
(1)The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Ala Moana Center subsequent to the formation of the joint venture on February 27, 2015, income from Fashion Show subsequent to the formation of the joint venture on July 29, 2016 and income from Miami Design District subsequent to June 1, 2017.

F - 29

(2) Includes management fees charged to the unconsolidated joint ventures by GGMIGGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and GGSI.per share amounts)
(3)

(2)Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI.
(3)Includes a $3.2 million impairment charge related to our investment in a single property venture during the year ended December 31, 2015 (Note 2).

The Unconsolidated Real Estate Affiliates represent our investments in real estate joint ventures that are not consolidated. We hold interests in 2622 domestic joint ventures, comprising 4238 U.S. retail properties one other retail center and one joint venture in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. AsWe account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. If we control the joint control of these ventures with our venture, partners, we account for these joint ventures under the equity method.venture as a consolidated investment.

On March 7, 2014, we formed a joint venture, AMX Partners, LLC ("AMX"), with Kahikolu Partners, LLC (“MKB”) for the purpose of constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. In

F - 27

GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


conjunction with the closing of AMX, GGP agreed to sell the air rights above the parking podium to AMX for $50.0 million. GGP received a $50.0 million payment during the year ended December 31, 2015. AMX commenced recognizing revenues and cost of sales from the sale of condominiums using the percentage of completion method during the twelve months ended December 31, 2016.

In accordance with GAAP, sales of condominiums have been recognized using the percentage of completion method. Under this method, revenue is recognized when (1) construction is beyond a preliminary stage, (2) buyers are unable to receive refunds of down-payments except in the event of non-delivery, (3) a substantial percentage of the condominiums are under firm contracts, (4) collection of the sales price is reasonably assured and (5) sales proceeds and costs can be reasonably estimated. The revenue from condominium sales is calculated based on the percentage of completion, as determined by the construction contract costs incurred to date in relation to the total estimated construction costs. As part of the new revenue recognition guidance (Note 2), revenues from the sales of condominiums will be recognized using the completed contract method as of January 1, 2018.

On December 1, 2014, we sold our interestMarch 24, 2016, Kenwood Towne Centre in Cincinnati, Ohio (property included in a joint venture of which resulted in our recognitionwe are 50% owner) acquired fee title to a portion of the property previously held under ground lease for a gaingross purchase price of $9.7$43.0 million. The $9.7 million gain is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Operations and Comprehensive Income.

On January 29, 2015,September 15, 2016, joint ventures we sold ourformed with Simon Property Group and Authentic Brands Group LLC acquired Aeropostale (Note 3), which is presented as a retail investment above.

On November 1, 2016, we acquired the other 50% interest in Riverchase Galleria through affiliates in a joint venture that owns Trails Village, which resulted infor a sales price of $143.5 million including the assumption of our recognitionventure partner's $110.3 million share of property level debt for the 50% interest. We now account for Riverchase Galleria as a gain of $12.0 million. The $12.0 million is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income.consolidated property.

On April 10, 2015,June 1, 2017, we soldreceived an additional 7.3% of our joint venture partner's membership interests in Miami Design District in full satisfaction of two promissory notes for $57.6 million and $40.4 million, respectively, resulting in a 12.5%total ownership of 22.3% (Note 14). We determined that we had significant influence over the investment subsequent to the acquisition of the additional interest, in Ala Moana Center, which resulted inand therefore we changed our recognitionmethod of a gain of $311.3 millionaccounting for this joint venture from the cost method to the equity method (Note 3)2). The $311.3 million is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income.

On September 24, 2015,19, 2017, we soldentered into three transactions with affiliates of Thor related to joint ventures between GGP and Thor at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue. Subsequent to the transactions, we changed our interest in amethod of accounting for these three joint ventures from the equity method of accounting. We now consolidate the joint ventures with our joint venture that owns Lake Mead & Buffalo, which resultedpartner's share of equity included in our recognition of a gain of $3.1 million. The $3.1 million is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income.noncontrolling interest (Note 3).

To the extent that the Company contributes assets to a joint venture accounted for using the equity method, the Company’s investment in the joint venture is recorded at the Company’s cost basis in the assets that were contributed to the joint venture. The Company will recognize gains and losses on the contribution of its real estate to joint ventures, relating solely to the outside partner’s interest, to the extent the buyer is independent of the Company, the collection of the sales price is reasonably assured, and the Company

F - 30

GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


will not be required to support the operations of the property or its related obligations to an extent greater than its proportionate interest.

Unconsolidated Mortgages, Notes and Loans Payable and Retained Debt

Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $5.1 billion as of December 31, 20152017 and $3.9$5.4 billion as of December 31, 2014,2016, including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had retained debt of $87.9$85.2 million at one property as of December 31, 2015,2017, and $89.3$86.5 million as of December 31, 2014.2016. We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of December 31, 2015,2017, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

F - 28

GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


NOTE 76     MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows:
December 31, 2015(1) 
Weighted-Average
Interest Rate(2)
 December 31, 2014(3) 
Weighted-Average
Interest Rate(2)
December 31, 2017 (1) 
Weighted-Average
Interest Rate (2)
 December 31, 2016 (3) 
Weighted-Average
Interest Rate (2)
Fixed-rate debt: 
  
  
  
 
  
  
  
Collateralized mortgages, notes and loans payable(4)$11,921,302
 4.43% $13,566,852
 4.52%
Corporate and other unsecured loans
 
 6,599
 4.41%
Collateralized mortgages, notes and loans payable (4)$10,420,252
 4.41% $10,441,166
 4.44%
Total fixed-rate debt11,921,302
 4.43% 13,573,451
 4.52%10,420,252
 4.41% 10,441,166
 4.44%
Variable-rate debt: 
  
  
  
 
  
  
  
Collateralized mortgages, notes and loans payable(4)1,991,022
 2.08% 2,280,292
 2.00%
Revolving credit facility303,836
 1.89% 90,444
 1.73%
Collateralized mortgages, notes and loans payable (4)2,418,628
 3.39% 1,997,978
 2.45%
Revolving credit facility (5)(6,421) 
 (8,726) 
Total variable-rate debt2,294,858
 2.05% 2,370,736
 1.99%2,412,207
 3.39% 1,989,252
 2.45%
Total Mortgages, notes and loans payable$14,216,160
 4.05% $15,944,187
 4.14%$12,832,459
 4.22% $12,430,418
 4.12%
Junior Subordinated Notes$206,200
 1.77% $206,200
 1.68%$206,200
 2.83% $206,200
 2.34%

(1)Includes net $33.0$23.5 million of market rate adjustments and $40.2$30.3 million of deferred financing costs.
(2)Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financefinancing costs.
(3)Includes net $19.9$27.8 million of debt market rate adjustments and $54.1$40.1 million of deferred financing costs.
(4)$99.1 million of the fixed-rate balance and $1.41.4 billion of the variable-rate balance is cross-collateralized.
(5)Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.

Collateralized Mortgages, Notes and Loans Payable

As of December 31, 2015, $18.02017, $18.1 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our consolidated mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.5$1.4 billion of debt, are cross-collateralized with other properties. Although a majority of the $13.9$12.8 billion of consolidated fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $1.5 billion$811.7 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain

F - 31

GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

During the year ended December 31, 2015,2017, we refinancedpaid down a $73.4 million consolidated mortgage notes totaling $710.0 millionnote at four properties and generated net proceeds of $240.9 million.one property. The prior loans totaling $469.1 millionloan had a weighted-average term-to-maturity of 1.30.2 years and a weighted-averagean interest rate of 5.6%. The property subsequently replaced a property that was sold during the year ended December 31, 2017 as collateral in our $1.4 billion loan secured by cross-collateralized mortgages on 14 properties. In addition, we obtained a new loans have a weighted-average term-to-maturity of 11.0 years, and a weighted-averageconsolidated mortgage note at one property for $325.0 million with an interest rate of 3.8%3.98%. In addition,Finally, as a result of the three transactions with Thor (Note 3), we now consolidate a total of $450.0 million consolidated mortgage notes with an interest rates of LIBOR plus 2.75% and LIBOR plus 3.25%. Finally, we refinanced a $190.0 million consolidated mortgage note with a $110.0 million consolidated mortgage note. Both notes had an interest rate of LIBOR plus 3.25%. Additional financing activity related to draws and repayments on the corporate revolver.

During the year ended December 31, 2016, we paid down $594.3$294.4 million of consolidated mortgage notes at fivetwo properties. The prior loans had a weighted-average term-to-maturity of 1.51.2 years and a weighted-average interest rate of 5.3%. We also obtained new mortgage notes totaling $250.0In conjunction with the pay down of the loans, we paid $5.4 million in transaction costs that are included in interest expense.

On April 25, 2016, we amended our $1.4 billion loan secured by cross-collateralized mortgages on two properties with a weighted-average term-to-maturity of 10.0 years and a weighted-average15 properties. The interest rate of 4.3%.remained consistent at LIBOR plus 1.75%, however, we were able to decrease the recourse from 100% to 50% and extend the term for three years. The loan now matures April 25, 2019, with two one year extension options.
We elected to early-adopt ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" issued by the FASB. The adoption of this ASU resulted in the reclassification of deferred financing costs in the amount of $40.2 million and $54.1 million as of December 31, 2015 and 2014, respectively.
Corporate and Other Unsecured Loans
We have certain unsecured debt obligations, the terms of which are described below:

F - 29

GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


 December 31, 2015(2) 
Weighted-Average
Interest Rate
 December 31, 2014(3) 
Weighted-Average
Interest Rate
Unsecured debt: 
  
  
  
HHC Note(1)
 
 6,735
 4.41%
Revolving credit facility315,000
 1.89% 100,000
 1.73%
Total unsecured debt$315,000
 1.89% $106,735
 1.90%

(1)Note matured in December 2015 and was repaid.
(2)Excludes deferred financing costs of 11.2 million in 2015 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.
(3)Excludes minimal market rate discounts and deferred financing costs of $9.6 million that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan.
Our Facilityrevolving credit facility (the "Facility") as amended on October 30, 2015, provides for revolving loans of up to $1.1 billion. The Facility has an uncommitted accordion feature for a total facility of up to $1.5 billion. The Facility is scheduled to mature in October 2020 and is unsecured. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 132.5130 to 195190 basis points or at a base rate plus 30 to 90 basis points, which is determined by the Company'sCompany’s leverage level. The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including, but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt-to-value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of December 31, 2015. $315.0 million2017. No amount was outstanding on the Facility as of December 31, 2015.2017 and 2016.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the "Trust") and a wholly-owned subsidiary of GGPN, completed a private placement of $200.0 million of trust preferred securities ("TRUPS") in 2006. The Trust also issued $6.2 million of Common Securities to GGPN.GGPOP. The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior Subordinated Notes of GGPNGGPOP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior Subordinated Notes. The Junior Subordinated Notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust is a wholly-owned subsidiary of GGPN, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior Subordinated Notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of December 31, 20152017 and December 31, 2014.2016.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $76.1$51.3 million as of December 31, 20152017 and $49.1$57.8 million as of December 31, 2014.2016. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of December 31, 2015.2017.

F - 32

GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



NOTE 87     INCOME TAXES

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

F - 30

GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income and capital gains. We are currently statutorily open to audit by the Internal Revenue Service for the years ended December 31, 20122014 through 20152017 and are statutorily open to audit by state taxing authorities for the years ended December 31, 20112013 through 2015.2017. We have one TRS that has extended the statute of limitations for the year ended December 31, 2013 until September 30, 2018 for purposes of reviewing a carryback claim.

The provision for (benefit from) provision for income taxes for the years ended December 31, 2015, 2014,2017, 2016, and 20132015 are as follows:
December 31, 2015 December 31, 2014 December 31, 2013December 31, 2017 December 31, 2016 December 31, 2015
Current$3,134
 $13,994
 $3,855
$8,658
 $804
 $3,134
Deferred(41,468) (6,741) (3,510)(19,554) 97
 (41,468)
Total$(38,334) $7,253
 $345
$(10,896) $901
 $(38,334)

Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods. Our TRS net operatingThe company has $81.6 million of state loss carryforwards of $22.3 millionthat are currently scheduled to expire in subsequent years through 2035. Substantially all of these attributes are limited under Section 382 of the Code and are subject to valuation allowances.2037.

Each TRS and certain REIT entities subject to state income taxes are tax paying components for purposes of classifying deferred tax assets and liabilities. Net deferred tax assets (liabilities) are summarized as follows:
December 31, 2015 December 31, 2014 December 31, 2013December 31, 2017 December 31, 2016 December 31, 2015
Total deferred tax assets$34,870
 $19,347
 $16,077
$29,801
 $22,090
 $34,870
Valuation allowance(15,127) (15,127) (15,171)(8,740) (15,147) (15,127)
Net deferred tax assets19,743
 4,220
 906
21,061
 6,943
 19,743
Total deferred tax liabilities(1,289) (21,240) (24,667)(2,428) (3,843) (1,289)
Net deferred tax assets (liabilities)$18,454
 $(17,020) $(23,761)$18,633
 $3,100
 $18,454

Due to the uncertainty of the realization of certain tax carryforwards, we have established valuation allowances on those deferred tax assets that we do not reasonably expect to realize. Deferred tax assets that we believe have only a remote possibility of realization have not been recorded.

The tax effects of temporary differences and carryforwards included in the net deferred tax liabilitiesassets (liabilities) as of December 31, 2015,2017, December 31, 20142016 and December 31, 20132015 are summarized as follows:
December 31, 2015 December 31, 2014 December 31, 2013December 31, 2017 (1) December 31, 2016 December 31, 2015
Operating loss and tax credit carryforwards(2)$18,541
 $15,699
 $15,477
$47,577
 $42,496
 $18,541
Other TRS property, primarily differences in basis of assets and liabilities15,040
 (17,592) (24,067)(20,204) (24,249) 15,040
Valuation allowance(15,127) (15,127) (15,171)(8,740) (15,147) (15,127)
Net deferred tax liabilities$18,454
 $(17,020) $(23,761)
Net deferred tax assets (liabilities)$18,633
 $3,100
 $18,454


F - 33

Table of Contents
GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


(1)Due to the changes in the Tax Cuts and Jobs Act, the deferred tax assets and liabilities including the valuation allowances were revalued as of December 31, 2017 using the new corporate tax rate.
(2)Includes solar and other tax credits of $33.6 million, $20.6 million and $4.1 million as of December 31, 2017, December 31, 2016 and December 31, 2015, respectively.    

We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of December 31, 2015. The2017 and December 31, 2016. Uncertain tax positions of $6.1 million as of December 31, 2014, excluding interest, waswere recognized in 2015 upon the expiration of the statute of limitations.

NOTE 98     WARRANTS

As of December 31, 2016, Brookfield ownsand certain parties who were previously members of a Brookfield investor consortium owned 73,930,000 warrants (the “Warrants”) to purchase common stock of GGP with an initial weighted average exercise price of $10.70. Each Warrant was fully vested upon issuance, hashad a term of seven years and expiresexpired on November 9, 2017. Below is a summary of Warrants that were originally issued and are still outstanding.issued.

F - 31

Table of Contents
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


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

The exercise prices of the Warrants arewere subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events. In accordance with the agreement, these calculations adjustadjusted both the exercise price and the number of shares issuable for the originally issued 73,930,000 Warrants. During 20142016 and 2015,2017, the number of shares issuable upon exercise of the outstanding Warrants changed as follows:
    Exercise Price
Record Date Issuable Shares Brookfield - A Brookfield - B
April 15, 2014 85,668,428
 9.28
 9.06
July 15, 2014 86,215,500
 9.22
 9.01
October 15, 2014 86,806,928
 9.16
 8.94
December 15, 2014 87,353,999
 9.10
 8.89
April 15, 2015 87,856,714
 9.05
 8.84
July 15, 2015 88,433,357
 8.99
 8.78
October 15, 2015 89,039,571
 8.93
 8.72
December 15, 2015 89,697,535
 8.86
 8.66
    Exercise Price
Record Date Issuable Shares Brookfield - A Brookfield - B
April 15, 2016 90,288,964
 8.80
 8.60
July 15, 2016 90,865,607
 8.75
 8.54
October 14, 2016 91,553,142
 8.68
 8.48
December 15, 2016 92,344,178
 8.61
 8.41
December 27, 2016 93,268,285
 8.52
 8.32
April 13, 2017 94,170,214
 8.44
 8.24
July 13, 2017 95,057,357
 8.36
 8.17
October 13, 2017 17,942,385
 8.27
 8.08


Brookfield hasThe warrant holders had the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 70 million shares of common stock)Warrants) or net share settle.settle at the option of the holder. The remaining 16,430,000 Warrants owned or managed by Brookfield musthad to be net share settled. As of December 31, 2015, the2017, no Warrants are exercisable into approximately 61 million commonremained outstanding.

During 2017, 83,866,187 shares of the Company,Company's common stock were issued to Brookfield, Abu Dhabi Investment Authority and Future Fund Board of Guardians for exercised Warrants. As of December 31, 2017, no Warrants remained outstanding. Refer to the following paragraphs for details pertaining to each transaction.

On October 6, 2017, Brookfield exercised Warrants to purchase shares of our common stock, par value $0.01 per share, using a combination of the net share settlement method and the full physical settlement method. On October 6, 2017, the Warrants exercised by Brookfield were settled in accordance with the terms of the Warrant agreement. 55,296,573 shares of common stock were issued to Brookfield for an aggregate of $462.4 million in cash and 13,523,695 shares of common stock were issued to Brookfield under net share settlement at a weighted-average exercise price of approximately $8.82$21.21 per share. Due

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



On October 25, 2017, Abu Dhabi Investment Authority ("ADIA") exercised 5,549,327 warrants to their ownership ofpurchase common stock, par value $0.01 per share, using the net share settlement method. On October 30, 2017, the Warrants Brookfield’s potential ownershipexercised by ADIA were settled in accordance with the terms of the Warrant Agreement and 4,314,330 shares of common stock were issued to ADIA. The Company may changewithheld 2,896,465 shares of common stock, valued at the closing price for the common stock on October 25, 2017 of $20.60, to satisfy the aggregate exercise price.

On November 2, 2017, The Northern Trust Company as a resultcustodian for the Future Fund Board of paymentsGuardians exercised 8,258,881 Warrants to purchase common stock, par value $0.01 per share, using the full share settlement method. On November 7, 2017, the Warrants exercised by Future Fund were settled in accordance with the terms of dividendsthe Warrant Agreement and changes10,731,589 shares of common stock were issued to Future Fund for an aggregate of $88.8 million in our stock price.cash.

NOTE 109     RENTALS UNDER OPERATING LEASES

We receive rental income from the leasing of retail and other space under operating leases. The minimum future rentals based on operating leases of our Consolidated Properties as of December 31, 20152017 are as follows:
Year Amount Amount
2016 $1,434,422
2017 1,277,644
2018 1,117,165
 $1,290,268
2019 969,107
 1,168,471
2020 851,565
 1,053,017
2021 936,655
2022 810,624
Subsequent 2,669,476
 2,651,658
 $8,319,379
 $7,910,693

Minimum future rentals exclude amounts which are payable by certain tenants based upon a percentage of their gross sales or as reimbursement of operating expenses and amortization of above and below-market tenant leases. Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers, and consequently, our credit risk is concentrated in the retail industry.

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


NOTE 1110     EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to our commonGGPOP Common, Preferred, and preferred Operating Partnership unitsLTIP Units and the noncontrolling interest in our consolidated joint ventures. The following table reflects the activity included in the allocation to noncontrolling interests.
Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
Distributions to preferred Operating Partnership units$(8,884) $(8,965) $(9,287)$(1,867) $(8,680) $(8,884)
Net income allocation to noncontrolling interests in operating partnership from continuing operations (common units)(7,466) (3,228) (2,281)(4,830) (7,051) (7,466)
Net income allocation to noncontrolling interests in operating partnership from continuing operations (LTIP units)(2,524) 
 
(1,502) (2,920) (2,524)
Net income allocated to noncontrolling interest in consolidated real estate affiliates(161) (1,851) (3,103)(1,340) (1,255) (161)
Allocation to noncontrolling interests(19,035) (14,044) (14,671)(9,539) (19,906) (19,035)
Other comprehensive loss (income) allocated to noncontrolling interests233
 78
 (393)89
 2
 233
Comprehensive income allocated to noncontrolling interests$(18,802) $(13,966) $(15,064)$(9,450) $(19,904) $(18,802)

Redeemable
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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



Noncontrolling Interests

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

The redeemable Common and Preferred Units of the Operating PartnershipGGPOP are recorded at the greater of the carrying amount adjusted for the noncontrolling interest's share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their redemption value (i.e. fair valuevalue) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net income (loss) attributable to GGP.GGP Inc

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

Generally, the holders of the Common Units share in any distributions by the Operating PartnershipGGPOP with our common stockholders. However, the Operating PartnershipGGPOP operating partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax. Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions. If the holders had requested redemption of the Common and Preferred Units as of December 31, 2015,2017, the aggregate amount of cash we would have paid would have been $129.7 million.$195.9 million and $52.3 million, respectively.
The Operating Partnership
GGPOP issued Convertible Preferred Units that are, or were, convertible into Common Units of the Operating PartnershipGGPOP at the rates below (subject to adjustment). The holder may convert the ConvertibleSeries D and Series E Preferred Units into Common Units of the Operating PartnershipGGPOP at any time, subject to certain restrictions. The Common Units are convertible into common stock at approximately a one-to-one ratio at the current stock price.

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


Number of Common
Units for each
Preferred Unit
 
Number of
Contractual
Convertible
Preferred Units
Outstanding as of
December 31, 2015
 
Converted Basis to
Common Units
Outstanding as of
December 31, 2015
 Conversion Price Redemption Value
Number of Common
Units for each
Preferred Unit
 Number of Contractual Convertible Preferred Units Outstanding as of December 31, 2017 Converted Basis to Common Units Outstanding as of December 31, 2017 Conversion Price Redemption Value
Series B(1)3.00000
 1,250,447
 3,900,504
 $16.66670
 106,133
Series B (1)3.00000
 10
 
 $16.66670
 486
Series D1.50821
 532,750
 835,447
 33.15188
 26,637
1.50821
 533
 835
 33.15188
 26,637
Series E1.29836
 502,658
 678,583
 38.51000
 25,133
1.29836
 503
 679
 38.51000
 25,133
 
  
  
  
 $157,903
 
  
  
  
 $52,256

(1)The conversion priceAs of July 10, 2017, the Series B preferred units is lower than the GGP December 31, 2015 closing common stock priceunit conversion option expired and now has a fixed cash liquidation value of $27.21. Therefore, a common stock price of $27.21 is used to calculate the Series B redemption value.$50 per unit.

The following table reflects the activity of the redeemable noncontrolling interests for the years ended December 31, 2015, 2014,2017, 2016, and 2013.2015.
Balance at January 1, 2013$268,219
Net income2,281
Distributions(3,275)
Redemption of operating partnership units (1)(41,889)
Other comprehensive income393
Fair value adjustment for noncontrolling interests in Operating Partnership3,173
Balance at December 31, 2013$228,902
Balance at January 1, 2014228,902
Net income3,228
Distributions(3,059)
Redemption of operating partnership units(350)
Other comprehensive income(78)
Fair value adjustment for noncontrolling interests in Operating Partnership70,653
Balance at December 31, 2014$299,296
Balance at January 1, 2015$299,296
Net income7,466
Distributions(4,258)
Redemption of operating partnership units(805)
Other comprehensive income(233)
Fair value adjustment for noncontrolling interests in Operating Partnership(13,839)
Balance at December 31, 2015$287,627

(1)Operating partnership unit holders redeemed 1,756,521 units in 2013.


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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


Balance at January 1, 2015$299,296
Net income7,466
Distributions(4,258)
Redemption of operating partnership units(805)
Other comprehensive income(233)
Fair value adjustment for redeemable noncontrolling interests in Operating Partnership(13,839)
Balance at December 31, 2015$287,627
Balance at January 1, 2016287,627
Net income7,051
Distributions(5,449)
Redemption of operating partnership units(2,120)
Preferred Unit Redemption to Common Stock(3,205)
Other comprehensive income(2)
Fair value adjustment for redeemable noncontrolling interests in Operating Partnership(21,175)
Balance at December 31, 2016$262,727
Balance at January 1, 2017$262,727
Net income4,830
Distributions(6,573)
Redemption of operating partnership units(651)
Other comprehensive income(89)
Fair value adjustment for redeemable noncontrolling interests in Operating Partnership(12,118)
Balance at December 31, 2017$248,126










Common Stock Dividend and Purchase of Common Stock

Our Board of Directors declared common stock dividends during 20152017 and 20142016 as follows:

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Table of Contents
GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


Declaration Date Record Date Payment Date Dividend Per Share
2015      
November 2 December 15 January 4, 2016 $0.19
September 1 October 15 October 30, 2015 0.18
May 21 July 15 July 31, 2015 0.17
February 19 April 15 April 30, 2015 0.17
2014      
November 14 December 15 January 2, 2015 $0.17
August 12 October 15 October 31, 2014 0.16
May 15 July 15 July 31, 2014 0.15
February 26 April 15 April 30, 2014 0.15
Declaration Date Record Date Payment Date Dividend Per Share
2018      
February 7 April 13, 2018 April 30, 2018 $0.22
2017      
October 31 December 15, 2017 January 5, 2018 $0.22
August 2 October 13, 2017 October 31, 2017 0.22
May 1 July 13, 2017 July 28, 2017 0.22
January 30 April 13, 2017 April 28, 2017 0.22
2016      
December 13 December 27, 2016 January 27, 2017 $0.26
October 31 December 15, 2016 January 6, 2017 0.22
August 1 October 14, 2016 October 31, 2016 0.20
May 2 July 15, 2016 July 29, 2016 0.19
February 1 April 15, 2016 April 29, 2016 0.19

Distributions paid on our common stock and their tax status, as sent to our shareholders,stockholders, is presented in the following table. The tax status of GGP distributions in 2015, 2014,2017, 2016, and 20132015 may not be indicative of future periods.
Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
Ordinary income$0.752
 $0.499
 $0.330
$0.861
 $0.685
 $0.752
Capital gain distributions
 0.034
 0.290

 0.300
 
Distributions per share$0.752
 $0.533
 $0.620
$0.861
 $0.985
 $0.752

Our Dividend Reinvestment Plan ("DRIP") provides eligible holders of GGP's common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares of common stock. Eligible stockholders who enroll in the DRIP on or before the fourth business day preceding the record date for a dividend payment will be able to have that dividend reinvested. As a result of the DRIP elections, 23,54243,732 shares were issued during the year ended December 31, 20152017 and 22,18632,381 shares were issued during the year ended December 31, 2014.2016.

Preferred Stock

On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%. The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share.

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

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

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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


Our Board of Directors declared preferred stock dividends during 2015 and 2014 as follows:
       
Declaration Date Record Date Payment Date Dividend Per Share
2015      
November 2 December 15 January 4, 2016 $0.3984
September 1 September 15 October 1, 2015 0.3984
May 21 June 15 July 1, 2015 0.3984
February 19 March 16 April 1, 2015 0.3984
2014      
November 14 December 15 January 2, 2015 $0.3984
August 12 September 15 October 1, 2014 0.3984
May 15 June 16 July 1, 2014 0.3984
February 26 March 17 April 1, 2014 0.3984
Declaration Date Record Date Payment Date Dividend Per Share
2018      
February 7 March 15, 2018 April 2, 2018 $0.3984
2017      
October 31 December 15, 2017 January 2, 2018 $0.3984
August 2 September 15, 2017 October 2, 2017 0.3984
May 1 June 15, 2017 July 3, 2017 0.3984
January 30 March 15, 2017 April 3, 2017 0.3984
2016      
October 31 December 15, 2016 January 3, 2017 $0.3984
August 1 September 15, 2016 October 3, 2016 0.3984
May 2 June 15, 2016 July 1, 2016 0.3984
February 1 March 15, 2016 April 1, 2016 0.3984



F - 39

GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


NOTE 1211     EARNINGS PER SHARE

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

Information related to our EPS calculations is summarized as follows:

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
Numerators—Basic: 
  
  
 
  
  
Income from continuing operations$1,393,596
 $398,011
 $328,821
Preferred Stock dividend(15,937) (15,936) (14,078)
Allocation to noncontrolling interests(19,035) (12,935) (14,602)
Income from continuing operations—net of noncontrolling interests1,358,624
 369,140
 300,141
Discontinued operations
 281,883
 (11,622)
Allocation to noncontrolling interests
 (1,109) (69)
Discontinued operations—net of noncontrolling interests
 280,774
 (11,691)
Net income1,393,596
 679,894
 317,199
666,873
 1,308,273
 1,393,596
Preferred Stock dividend(15,937) (15,936) (14,078)(15,936) (15,935) (15,937)
Allocation to noncontrolling interests(19,035) (14,044) (14,671)(9,539) (19,906) (19,035)
Net income attributable to common stockholders$1,358,624
 $649,914
 $288,450
$641,398
 $1,272,432
 $1,358,624
Numerators—Diluted: 
  
  
 
  
  
Income from continuing operations—net of noncontrolling interests$1,358,624
 $369,140
 $300,141
Diluted income from continuing operations$1,358,624
 $369,140
 $300,141
Net income attributable to common stockholders$1,358,624
 $649,914
 $288,450
$641,398
 $1,272,432
 $1,358,624
Diluted net income attributable to common stockholders$1,358,624
 $649,914
 $288,450
$641,398
 $1,272,432
 $1,358,624
Denominators: 
  
  
 
  
  
Weighted-average number of common shares outstanding—basic884,676
 887,031
 930,643
897,156
 884,029
 884,676
Effect of dilutive securities66,386
 57,690
 3,425
50,403
 68,304
 66,386
Weighted-average number of common shares outstanding—diluted951,062
 944,721
 934,068
947,559
 952,333
 951,062
Anti-dilutive Securities: 
  
  
 
  
  
Effect of Preferred Units5,415
 5,505
 5,506
1,514
 5,209
 5,415
Effect of Common Units4,783
 4,833
 6,434
6,592
 4,782
 4,783
Effect of LTIP Units1,609
 
 
1,836
 1,767
 1,609
Effect of Warrants
 
 46,724
11,807
 10,338
 58,664
9,942
 11,758
 11,807

Options were dilutive for the years ended December 31, 2015, 20142017, 2016 and 20132015 and are included in the denominator of EPS. Warrants were dilutive for the years ended December 31, 20152017, 2016 and 20142015 and are included in the denominator of EPS. Potentially dilutive shares related to the Warrants for the year ended December 31, 2013 are excluded from the denominator in the computation of diluted EPS because they are anti-dilutive.

Outstanding Common Units and LTIP Units have also been excluded from the diluted earnings per share calculation because including such Common Unitsunits would also require that the share of GGPOP income attributable to such Common Unitsunits be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Units dividend be added back to the net income, resulting in anti-dilution.
During the year ended December 31, 2013, GGPOP repurchased 28,345,1082017, Brookfield, Abu Dhabi Investment Authority and Future Fund Board of Guardians exercised Warrants for 83,866,187 shares of GGP's common stock for $566.9 million. These shares are presented as common stock in treasury, at cost, on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS. In addition, GGPOP was issued 27,459,195 shares of GGP common stock on March 26, 2013. These shares are presented as issued, but not outstanding on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

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Table of Contents
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except perusing both full and net share amounts)


On February 10, 2014, GGPOP repurchased 27,624,282 shares of GGP’s common stock for $555.8 million. These shares are presented as common stock in treasury, at cost, on our Consolidated Balance Sheets.  Accordingly, these shares have been excluded from the calculation of EPS.
On May 1, 2014, the shares of GGP common stock owned by GGPOP were contributed to GGPN, and as a result of these transactions, GGPN owns an aggregate of 83,428,585 shares of GGP common stock as of December 31, 2014, of which 55,969,390, with an aggregate cost of $1,122.7 million, are shown as treasury stock and 27,459,195 are shown as issued, but not outstanding on our Consolidated Balance Sheets.settlement.

During the year ended December 31, 2015 GGP repurchased 4,324,489 shares of its common stock for $109.5 million. Of the shares repurchased, 270,869 havehad not been canceled as of December 31, 2015. As a result, these shares are presented as common stock in treasury, at cost on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

During the year ended December 31, 2016 GGP repurchased 1,887,751 shares of its common stock for $46.2 million. Of the shares repurchased, 627,261 had not been canceled as of December 31, 2016. As a result, these shares are presented as common stock in treasury, at cost on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

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Table of Contents
GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



During the year ended December 31, 2017 GGP repurchased 12,650,991 shares of its common stock for $273.7 million. As a result, these shares are presented as common stock in treasury, at cost on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

NOTE 1312     STOCK-BASED COMPENSATION PLANS

Incentive Stock Plans

The General Growth Properties,GGP Inc. 2010 Equity Plan (the "Equity Plan") reserved for issuance of 4% of outstanding shares on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, "the Awards"). Directors, officers and other employees of GGP's and its subsidiaries and affiliates are eligible for Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of GGP's common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years.

Stock Options

Stock options under the Equity Plan generally vest in 25% increments annually from one year from the grant date (subject to certain exceptions in the case of retirement). Options under certain previous equity plans were replaced under the Equity Plan with options, fully vested, in GGP common stock.

The following tables summarize stock option activity for the Equity Plan for GGP for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
2015 2014 20132017 2016 2015
Shares 
Weighted
Average
Exercise
Price
 Shares 
Weighted
Average
Exercise
Price
 Shares 
Weighted
Average
Exercise
Price
Shares 
Weighted
Average
Exercise
Price
 Shares 
Weighted
Average
Exercise
Price
 Shares 
Weighted
Average
Exercise
Price (2)
Stock options Outstanding at January 1,19,744,224
 $17.36
 21,565,281
 $17.28
 9,692,499
 $13.59
15,277,189
 $17.90
 18,162,700
 $17.34
 19,744,224
 $17.18
Granted(1)267,253
 29.15
 50,000
 22.41
 12,740,784
 19.97

 
 247,592
 20.81
 267,253
 28.86
Exercised(1,374,512) 16.70
 (1,164,945) 15.47
 (339,723) 14.33
(690,969) 18.00
 (2,886,986) 14.45
 (1,374,512) 16.54
Forfeited(460,588) 19.97
 (662,820) 18.89
 (488,969) 16.27
(153,822) 22.47
 (230,509) 19.94
 (460,588) 19.78
Expired(13,677) 17.35
 (43,292) 14.58
 (39,310) 14.35
(5,295) 28.86
 (15,608) 17.73
 (13,677) 17.17
Stock options Outstanding at December 31,18,162,700
 $17.51
 19,744,224
 $17.36
 21,565,281
 $17.28
14,427,103
 $17.84
 15,277,189
 $17.90
 18,162,700
 $17.34

(1)Included in 2016 grants are 156,331 units related to additional grants required as a result of antidilution provisions triggered by our 2016 distribution of a special dividend declared on December 13, 2016 (Note 10).
(2)Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016.

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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


 Stock Options Outstanding Stock Options Exercisable Stock Options Outstanding Stock Options Exercisable
Range of Exercise Prices Shares 
Weighted Average
Remaining Contractual
Term (in years)
 
Weighted
Average
Exercise
Price
 Shares 
Weighted Average
Remaining Contractual
Term (in years)
 
Weighted
Average
Exercise
Price
 Shares 
Weighted Average
Remaining Contractual
Term (in years)
 
Weighted
Average
Exercise
Price
 Shares 
Weighted Average
Remaining Contractual
Term (in years)
 
Weighted
Average
Exercise
Price
$8.00 - $12.00 2,000,000
 4.83 $9.69
 2,000,000
 4.83
 $9.69
 1,010,350
 2.83 $9.60
 1,010,350
 2.83 $9.60
$13.00 - $17.00 5,013,488
 5.42 14.64
 4,000,017
 5.39
 14.62
 3,829,926
 3.30 14.53
 3,829,926
 3.30 14.53
$18.00 - $23.00 10,906,787
 7.46 20.01
 4,677,440
 7.46
 20.11
 9,339,190
 5.16 19.82
 8,490,390
 5.17 19.89
$24.00 - $30.00 242,425
 9.02 29.15
 
 
 
 247,637
 6.39 28.24
 129,496
 5.58 28.32
Total 18,162,700
 6.63 $17.51
 10,677,457
 6.19
 $16.10
 14,427,103
 4.53 $17.84
 13,460,162
 4.47 $17.68
Intrinsic value ($27.21 stock price as of December 31, 2015) $176,178
    
 $118,627
  
  
Intrinsic value ($23.39) stock price as of December 31, 2017) $80,022
    
 $76,902
    

There were no stock options granted in 2017. The weighted-average fair value of stock options as of the grant date was $5.84$4.52 for stock options granted during the year ended December 31, 2015 and $5.33 for stock options2016, excluding 156,331 of special dividend shares granted during the year ended December 31, 2014.2016 as a result of antidilution provisions that were triggered by a special dividend distribution. The intrinsic value of stock options exercised during the year was $22.9$3.9 million, $18.2$42.1 million, and $4.9$22.9 million for the year ended December 31, 2015,2017, December 31, 2014,2016, and December 31, 2013,2015, respectively.
LTIP Units
Pursuant to the Equity Plan, GGP made LTIP Unit grants to certain employees and non-employee directors. The vesting terms of these grants are specific to the individual grant. A portion of the shares vest either immediately or on the first anniversary and the remainder vest in equal annual amounts over the next two to four years. Participating employees are required to remain employed for vesting to occur (subject to certain exceptions in the case of retirement).
The following table summarizes LTIP Unit activity for the Equity Plan for GGP for the years ended December 31, 2015, December 31, 2014 and December 31, 2013:
 2015 2014 2013
 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value
LTIP Units Outstanding at January 1,
 $
 
 $
 
 $
Granted1,758,396
 29.33
 
 
 
 
Exercised
 
 
 
 
 
Forfeited(33,649) 29.15
 
 
 
 
Expired
 
 
 
 
 
LTIP Units Outstanding at December 31,1,724,747
 $29.33
 
 $
 
 $

Restricted Stock

Pursuant to the Equity Plan, GGP made restricted stock grants to certain employees and non-employee directors. The vesting terms of these grants are specific to the individual grant. The vesting terms varied in that a portion of the shares vested either immediately or on the first anniversary and the remainder vested in the equal annual amounts over the next two to five years. Participating employees were required to remain employed for vesting to occur (subject to certain exceptions in the case of retirement). Shares that did not vest were forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest.

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


The following table summarizes restricted stock activity for the respective grant year ended December 31, 2015,2017, December 31, 20142016 and December 31, 2013:2015:
2015 2014 20132017 2016 2015
Shares 
Weighted
Average Grant
Date Fair Value
 Shares 
Weighted
Average Grant
Date Fair Value
 Shares 
Weighted
Average Grant
Date Fair Value
Shares 
Weighted
Average Grant
Date Fair Value
 Shares 
Weighted
Average Grant
Date Fair Value
 Shares 
Weighted
Average Grant
Date Fair Value
Nonvested restricted stock grants outstanding as of beginning of period104,142
 $14.79
 1,242,924
 $13.99
 1,426,338
 $14.07
453,596
 $27.16
 206,219
 $29.16
 104,142
 $14.79
Granted253,886
 29.12
 34,100
 20.04
 37,352
 19.97
771,960
 24.77
 329,326
 26.20
 253,886
 29.12
Vested(114,563) 16.75
 (1,154,894) 14.08
 (164,970) 15.69
(174,806) 26.76
 (71,570) 28.48
 (114,563) 16.75
Canceled(37,246) 26.86
 (17,988) 14.73
 (55,796) 15.15
Forfeited(68,221) 26.24
 (10,379) 27.28
 (37,246) 26.86
Nonvested restricted stock grants outstanding as of end of period206,219
 $29.16
 104,142
 $14.79
 1,242,924
 $13.99
982,529
 $25.42
 453,596
 $27.16
 206,219
 $29.16

The weighted average remaining contractual term of nonvested awards as of December 31, 20152017 was three2.7 years. The fair value of shares vested during the year was $3.0$4.7 million, $29.5$2.0 million, and $3.4$3.0 million for the year ended December 31, 2015,2017, December 31, 2014,2016, and December 31, 2013,2015, respectively.

LTIP Units

Pursuant to the Equity Plan, GGP made LTIP Unit grants to certain employees and non-employee directors. The vesting terms of these grants are specific to the individual grant. A portion of the shares vest either immediately or on the first anniversary and the remainder vest in equal annual amounts over the next two to four years. Participating employees are required to remain employed for vesting to occur (subject to certain exceptions in the case of retirement).

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



The following table summarizes LTIP Unit activity for the Equity Plan for GGP for the years ended December 31, 2017, December 31, 2016 and December 31, 2015:
 2017 2016 2015
 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value (2)
LTIP Units Outstanding at January 1,3,775,802
 $27.40
 1,724,747
 $29.32
 
 $
Granted (1)122,547
 25.40
 2,089,917
 25.84
 1,758,396
 29.32
Exercised(92,880) 29.15
 
 
 
 
Forfeited(25,565) 27.69
 (38,862) 28.95
 (33,649) 29.04
Expired
 
 
 
 
 
LTIP Units Outstanding at December 31,3,779,904
 $27.29
 3,775,802
 $27.40
 1,724,747
 $29.32

(1)       Included in 2016 grants are 19,064 units related to additional grants required as a result of antidilution provisions triggered by our 2016 distribution of a special dividend declared on December 13, 2016 (Note 10).
(2)         Changes to prior year weighted average grant date fair value is due to adjustment of the strike price for the special dividend issued in 2016.

Performance Equity Compensation

Pursuant to the Equity Plan, GGP and GGP Inc. made performance restricted stock and LTIP Unit (“equity performance instruments”) grants to certain employees. These grants are subject to certain performance vesting conditions based on Relative TSR of the Equity REIT Index, Relative TSR of the Retail REIT Index, TSR growth of the company, and FFO Growth of the company. The equity performance instruments are considered earned based on meeting these performance vesting conditions, which are each weighted 25% and vest at the end of the three-year performance period. The LTIP Units receive dividends at a ratio of 10% cash and 90% as a dividend reinvestment which is subject to the performance vesting conditions and three-year performance period.

The following table summarizes performance restricted stock and LTIP Unit activity for the respective grant years ended December 31, 2017 and December 31, 2016:
 2017 2016
 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value
Nonvested performance grants outstanding as of beginning of period593,200
 26.07
 
 
Granted554,264
 25.11
 593,200
 26.07
Vested
 
 
 
Canceled(72,869) 25.82
 
 
Nonvested performance grants outstanding as of end of period1,074,595
 25.59
 593,200
 26.07








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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


Other Required Disclosures

Historical data, such as the past performance of our common stock and the length of service by employees, is used to estimate expected life of the stock options, restricted stock, and LTIP Units and represents the period of time the options or grants are expected to be outstanding. The weighted average estimated values of options granted were based on the following assumptions:
Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
Risk-free interest rate(*)1.75% 2.20% 1.71%
Dividend yield(*)2.33% 2.70% 2.52%
Risk-free interest rate (*)2.45% 1.52% 1.75%
Dividend yield (*)3.47% 3.07% 2.33%
Expected volatility25.00% 30.00% 32.32%40.00% 25.00% 25.00%
Expected life (in years)6.25
 6.25
 6.50
6.25
 6.25
 6.25

(*)Weighted average
(*)    Weighted average

Compensation expense related to stock-based compensation plans is summarized in the following table:
Year Ended December 31,Year Ended December 31,
2015 2014 20132017 2016 2015
Stock options—Property management and other costs$7,103
 $7,468
 $5,104
$3,366
 $5,833
 $7,103
Stock options—General and administrative11,006
 15,074
 9,553
7,732
 10,448
 11,006
Restricted stock—Property management and other costs2,853
 1,683
 1,504
5,787
 2,860
 2,853
Restricted stock—General and administrative603
 1,013
 6,855
3,357
 635
 603
LTIP Units - Property management and other costs1,046
 
 
1,366
 1,346
 1,046
LTIP Units - General and administrative10,002
 
 
18,621
 14,804
 10,002
Total$32,613
 $25,238
 $23,016
$40,229
 $35,926
 $32,613

Unrecognized compensation expense as of December 31, 20152017 is as follows:

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


YearAmountAmount
2016$28,514
201725,295
201813,121
$25,369
20196,492
16,756
20205,268
2021419
$73,422
$47,812
These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, and actual forfeiture rates which differ from estimated forfeitures.


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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


NOTE 1413     ACCOUNTS AND NOTES RECEIVABLE
 
The following table summarizes the significant components of accounts receivable, net.
  December 31, 2017 December 31, 2016
Trade receivables $109,968
 $107,107
Short-term tenant receivables 4,776
 1,414
Straight-line rent receivable 233,630
 227,859
Other accounts receivable 5,165
 3,699
Total accounts receivable 353,539
 340,079
Provision for doubtful accounts (19,458) (17,883)
Total accounts receivable, net $334,081
 $322,196

NOTE 14     NOTES RECEIVABLE
The following table summarizes the significant components of notes receivable.
  December 31, 2017 December 31, 2016
Notes receivable 404,129
 665,289
Accrued interest 13,429
 13,207
Total notes receivable 417,558
 678,496

As a result of the transactions described in Note 3, 530 Fifth Avenue and 685 Fifth Avenue are now consolidated. Therefore, the $151.3 million and $48.1 million notes receivable net.due from our joint venture partner related to the properties at 685 Fifth Avenue and 530 Fifth Avenue, respectively, are presented in the balance sheet as a component of noncontrolling interests in consolidated real estate affiliates. Additionally, the $53.0 million mezzanine loan provided to the 218 W. 57th Street joint venture is eliminated as part of the consolidation of the properties. These amounts appear to reduce the notes receivable balance as of December 31, 2017.

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

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

On July 29, 2016, we settled a note receivable in the net amount of $78.9 million issued to Rique Empreendimentos e Participacoes Ltda. ("Rique") in exchange for approximately 18.3 million shares in Aliansce Shopping Centers, S.A. ("Aliansce"), resulting in an 11.3% ownership in Aliansce. On September 29, 2016, we sold the 18.3 million shares in Aliansce to the Canada Pension Plan Investment Board for a sales price of $84.9 million. The note receivable was issued in conjunction with our sale of Aliansce to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable was denominated in Brazilian Reais, bore interest at an effective interest rate of approximately 14%, was collateralized by shares of common stock in Aliansce, and required annual principal and interest payments over the term. During the year ended 2016, we determined, based on current information and events, that it was probable that we would be unable to collect all amounts due according to the contractual terms of the receivable. As the note receivable was a collateral dependent loan, we estimated the provision for loss based on the fair value of the market price of the Aliansce shares which served as the collateral for the loan. We recognized a $29.6 million loss on the note recorded in the provision for loan loss on the Consolidated Statements of Operations and Comprehensive Income based

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GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)

  December 31, 2015 December 31, 2014
Trade receivables $109,399
 $124,698
Notes receivable 614,305
 320,881
Straight-line rent receivable 236,589
 230,172
Other accounts receivable 3,918
 3,638
Total Accounts and notes receivable 964,211
 679,389
Provision for doubtful accounts (14,655) (15,621)
Total Accounts and notes receivable, net $949,556
 $663,768

on the value of the collateral and included accrued interest of $7.5 million in the provision for loan loss. We recognized the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Operations and Comprehensive Income.

On November 11, 2015, we entered into a promissory note with our joint venture partner, Ashkenazy Holding Co., LLC ("AHC"), in which we lent AHC $57.6 million that bears interest at 8% per annum. The note iswas collateralized by AHC's equity in Miami Design District Associates, which is part of the AACMDD Group, LLC joint venture ("AACMDD"). We have an option throughOn November 18, 2016, the maturity date of the note was amended to November 15, 2016 to purchase2019. On June 1, 2017, AHC conveyed the collateral in exchange for cancellation of the note. Ifnote in full satisfaction of the option is exercised, the closing date will be on January 16, 2017receivable and all amounts previously paid by AHC must be repaid to AHC.$2.6 million in accrued interest.

On September 17, 2015, we entered into a promissory note with our joint venture partner, AHC, in which we lent AHC $40.4 million that bears interest at 6% per annum. The note iswas collateralized by AHC's equity in Miami Design District Associates, which is part of AACMDD. We have an option through August 15,On November 18, 2016, the maturity date of the note was amended to purchaseSeptember 17, 2019. On June 1, 2017, AHC conveyed the collateral in exchange for cancellation of the note. Ifnote in full satisfaction of the option is exercised, all amounts previously paidreceivable and $1.1 million in accrued interest.

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

On June 30, 2015, we entered into a promissory note with our joint venture partner MKB (defined in Note 5), in which we would lend MKB up to $80 million for capital calls after an initial contribution of $80 million by MKB and until the joint venture secured construction financing. This loan bears interest at LIBOR plus 6% and is secured by MKB's partnership interest in AMX, which is constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. AsOn August 2, 2017 the outstanding note balance of December 31, 2015, there$17.1 million was $15.4 million outstanding on this loan.paid off. Construction financing closed during the third quarter of 2015.

Notes receivable includes $204.3 million of notes receivablesreceivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York (Note 3).York. The first note was issued for $104.3 million to our joint venture partner in the retail portion and bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at LIBOR plus 13.2%8.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of December 31, 2015,2017, there was $208.3$157.8 million and $80.0 million outstanding on these loans.
Also included in notes receivable is $103.8 million and $47.0 million due from our joint venture partner related to the acquisition of the properties at 685 Fifth Avenue and 530 Fifth Avenue in New York, New York. The notes receivable bear interest at 7.5% and 9%,loans, respectively. Interest is compounded quarterly with accrued but unpaid interest increasing the loan balance. The notes are

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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


collateralized by our partner's ownership interest in the joint ventures. The loans mature on June 27, 2024 and June 18, 2024, respectively.
Included in notes receivable is a $91.6 million note receivable issued to Rique Empreendimentos e Participacoes Ltda. (“Rique”) in conjunction with our sale of Aliansce Shopping Centers, S.A. (“Aliansce”) to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable is denominated in Brazilian Reais, bears interest at an effective interest rate of approximately 14%, is collateralized by shares of common stock in Aliansce, and requires annual principal and interest payments over the term. On May 28, 2015, we agreed to extend the term of the note receivable issued to Rique by five years through September 30, 2023. This extension did not change the effective interest rate. We recognize the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Comprehensive Income.
NOTE 15    PREPAID EXPENSES AND OTHER ASSETS

The following table summarizes the significant components of prepaid expenses and other assets.
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Gross Asset 
Accumulated
Amortization
 Balance Gross Asset 
Accumulated
Amortization
 BalanceGross Asset 
Accumulated
Amortization
 Balance Gross Asset 
Accumulated
Amortization
 Balance
Intangible assets: 
  
  
  
  
  
 
  
  
  
  
  
Above-market tenant leases, net$644,728
 $(416,181) $228,547
 $870,103
 $(498,016) $372,087
$411,789
 $(313,228) $98,561
 $512,802
 $(368,900) $143,902
Below-market ground leases, net119,545
 (10,761) 108,784
 119,866
 (8,906) 110,960
118,994
 (14,870) 104,124
 118,994
 (12,788) 106,206
Real estate tax stabilization agreement, net111,506
 (32,458) 79,048
 111,506
 (26,146) 85,360
111,506
 (45,081) 66,425
 111,506
 (38,769) 72,737
Total intangible assets$875,779
 $(459,400) $416,379
 $1,101,475
 $(533,068) $568,407
$642,289
 $(373,179) $269,110
 $743,302
 $(420,457) $322,845
Remaining Prepaid expenses and other assets: 
  
  
  
  
  
Remaining prepaid expenses and other assets: 
  
  
  
  
  
Restricted cash    67,335
     56,948
Security and escrow deposits 
  
 87,818
  
  
 93,676
 
  
 2,308
  
  
 2,107
Prepaid expenses 
  
 43,809
  
  
 76,306
 
  
 54,987
  
  
 46,709
Other non-tenant receivables (1) 
  
 342,438
  
  
 28,712
Other non-tenant receivables 
  
 31,265
  
  
 34,677
Deferred tax, net of valuation allowances 
  
 19,743
  
  
 4,220
 
  
 21,061
  
  
 6,943
Marketable securities    45,278
     
Other 
  
 41,869
  
  
 42,456
 
  
 69,790
  
  
 36,292
Total remaining Prepaid expenses and other assets 
  
 580,955
  
  
 245,370
Total Prepaid expenses and other assets 
  
 $997,334
  
  
 $813,777
Total remaining prepaid expenses and other assets 
  
 246,746
  
  
 183,676
Total prepaid expenses and other assets 
  
 $515,856
  
  
 $506,521

(1) Includes receivable due from our joint venture partners due upon completion of the redevelopment at Ala Moana.

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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)



NOTE 16     ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following table summarizes the significant components of accounts payable and accrued expenses.
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Gross Liability 
Accumulated
Accretion
 Balance Gross Liability 
Accumulated
Accretion
 BalanceGross Liability 
Accumulated
Accretion
 Balance Gross Liability 
Accumulated
Accretion
 Balance
Intangible liabilities: 
  
  
  
  
  
 
  
  
  
  
  
Below-market tenant leases, net$356,115
 $(203,474) $152,641
 $502,919
 $(259,390) $243,529
$348,984
 $(162,228) $186,756
 $267,048
 $(172,210) $94,838
Above-market headquarters office leases, net15,268
 (8,604) 6,664
 15,268
 (6,867) 8,401
4,342
 (3,860) 482
 15,268
 (10,346) 4,922
Above-market ground leases, net9,127
 (1,890) 7,237
 9,127
 (1,522) 7,605
9,880
 (2,648) 7,232
 9,127
 (2,258) 6,869
Total intangible liabilities$380,510
 $(213,968) $166,542
 $527,314
 $(267,779) $259,535
$363,206
 $(168,736) $194,470
 $291,443
 $(184,814) $106,629
Remaining Accounts payable and accrued expenses: 
  
  
  
  
  
Remaining accounts payable and accrued expenses: 
  
  
  
  
  
Accrued interest 
  
 46,129
  
  
 54,332
 
  
 43,874
  
  
 47,821
Accounts payable and accrued expenses 
  
 64,954
  
  
 82,292
 
  
 77,405
  
  
 87,485
Accrued real estate taxes 
  
 80,599
  
  
 85,910
 
  
 78,213
  
  
 87,313
Deferred gains/income 
  
 125,701
  
  
 114,968
 
  
 90,379
  
  
 91,720
Accrued payroll and other employee liabilities 
  
 66,970
  
  
 55,059
 
  
 54,520
  
  
 57,721
Construction payable 
  
 158,027
  
  
 198,471
 
  
 221,172
  
  
 115,077
Tenant and other deposits 
  
 25,296
  
  
 21,423
 
  
 32,106
  
  
 15,061
Insurance reserve liability 
  
 15,780
  
  
 16,509
 
  
 12,035
  
  
 14,184
Capital lease obligations 
  
 11,385
  
  
 12,066
 
  
 5,385
  
  
 5,386
Conditional asset retirement obligation liability 
  
 5,927
  
  
 10,135
 
  
 6,149
  
  
 5,327
Uncertain tax position liability 
  
 
  
  
 6,663
Other 
  
 17,183
  
  
 17,534
Total remaining Accounts payable and accrued expenses 
  
 617,951
  
  
 675,362
Total Accounts payable and accrued expenses 
  
 $784,493
  
  
 $934,897
Other (1) 
  
 103,724
  
  
 21,638
Total remaining accounts payable and accrued expenses 
  
 724,962
  
  
 548,733
Total accounts payable and accrued expenses 
  
 $919,432
  
  
 $655,362

(1)December 31, 2017 includes special rights related to Seritage (Note 3).


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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


NOTE 17     ACCUMULATED OTHER COMPREHENSIVE LOSS

Components of accumulated other comprehensive loss as of December 31, 20152017 and 20142016 are as follows:
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Net unrealized gains on financial instruments$100
 $70
$116
 $104
Foreign currency translation(84,798) (51,823)(72,022) (70,560)
Unrealized gains on available-for-sale securities11,894
 
Accumulated other comprehensive loss$(72,804) $(51,753)$(71,906) $(70,456)

NOTE 18     LITIGATION

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.
Urban Litigation
In October 2004, certain limited partners (the "Urban Plaintiffs") of Urban Shopping Centers, L.P. ("Urban") filed a lawsuit against Urban's general partner, Head Acquisition, L.P. ("Head"), as well as The Rouse Company, LP, Simon Property Group, Inc., Westfield America, Inc., and various of their affiliates, including Head's general partners (collectively, the "Urban Defendants"), in Circuit Court in Cook County, Illinois. GGP, GGP Operating Partnership, LP ("GGPOP") and other affiliates were later included as Urban Defendants. The lawsuit alleged, among other things, that the Urban Defendants breached the Urban partnership agreement, unjustly enriched themselves through misappropriation of partnership opportunities, failed to grow the partnership, breached their fiduciary duties, and tortiously interfered with several contractual relationships. The Urban Plaintiffs sought relief in the form of unspecified monetary damages and equitable relief requiring, among other things, the Urban Defendants, including the predecessor entity to GGP ("GGP, Inc.") and its affiliates, to engage in certain future transactions through Urban. On May 19, 2014 the Company settled the litigation and recorded a loss of $17.9 million, which is included in General and administrative expense in our Consolidated Statements of Operations and Comprehensive Income. The Company invested $60.0 million in Urban and contributed, at fair value, a 5.6% interest in three assets in exchange for preferred equity interests. The Company has no obligation to engage in future activity through Urban other than transactions associated with currently existing partnership assets.
Tax Indemnification Liability
Pursuant to various agreements made during GGP's emergence from bankruptcy in 2010, GGP previously indemnified Howard Hughes Corporation ("HHC") from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to Master Planned Communities ("MPC") taxes in an amount up to $303.8 million. Under certain circumstances, we agreed to be responsible for interest or penalties attributable to such MPC taxes in excess of the $303.8 million. The IRS disagreed with the method used to report gains for income tax purposes that are the subject of the MPC taxes. As a result of this disagreement, The Howard Hughes Company, LLC and Howard Hughes Properties, Inc. filed petitions in the United States Tax Court on May 6, 2011, contesting this liability for the 2007 and 2008 years and a trial was held in early November 2012. The United States Tax Court rendered its opinion on June 2, 2014, in favor of the IRS. On September 15, 2014, the United States Tax Court formally entered its decision awarding the IRS $144.1 million in taxes for 2007 and 2008. On December 12, 2014, we reached an agreement with HHC for settlement, which included the transfer of six office properties with a historical cost of $106.8 million and an agreed-upon value of $130.0 million and cash of $138.0 million in full settlement of the $322.0 million tax indemnification liability ($303.8 million plus applicable interest). As a result of the settlement, GGP recognized a gain on extinguishment of tax indemnification liability of approximately $77.2 million included in discontinued operations on the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2014.

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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


NOTE 19     COMMITMENTS AND CONTINGENCIES

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income:
 Year Ended December 31, Year Ended December 31,
 2015 2014 2013 2017 2016 2015
Contractual rent expense, including participation rent $8,546
 $13,605
 $13,475
 $8,561
 $8,589
 $8,546
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 6,183
 9,036
 8,670
 6,304
 6,278
 6,183

See Note 87 and Note 18 for our obligations related to uncertain tax positions and for disclosure of additional contingencies.

The following table summarizes the contractual maturities of our long-term commitments. Long-term debt and ground leases include the related acquisition accounting fair value adjustments:
2016 2017 2018 2019 2020 
Subsequent/
Other
 Total2018 2019 2020 2021 2022 
Subsequent/
Other
 Total
Mortgages, notes and loans payable(1)$701,177
 $516,321
 $1,846,027
 $1,040,042
 $1,684,772
 $8,427,821
 $14,216,160
$497,142
 $1,397,736
 $1,647,378
 $2,942,490
 $1,399,241
 $4,948,472
 $12,832,459
Retained debt-principal1,605
 1,708
 1,804
 1,905
 80,885
 
 87,907
1,817
 1,919
 81,466
 
 
 
 85,202
Purchase obligations164,383
 
 
 
 
 
 164,383
227,923
 
 
 
 
 
 227,923
Ground lease payments4,449
 4,479
 4,397
 4,471
 4,504
 148,680
 170,980
6,698
 6,790
 6,972
 7,025
 7,036
 234,312
 268,833
Junior Subordinated Notes(2)(1)
 
 
 
 
 206,200
 206,200

 
 
 
 
 206,200
 206,200
Total$871,614
 $522,508
 $1,852,228
 $1,046,418
 $1,770,161
 $8,782,701
 $14,845,630
$733,580
 $1,406,445
 $1,735,816
 $2,949,515
 $1,406,277
 $5,388,984
 $13,620,617

(1)The $303.8 million outstanding (net of financing costs) on the revolving credit facility as of December 31, 2015 is included in 2016.
(2)The $206.2 million of Junior Subordinated Notes are due in 2036, but may be redeemed any time after April 30, 2011. As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to 2020.2022.

NOTE 20     SUBSEQUENT EVENTS
On January 8, 2016, we closed on
Subsequent to December 31, 2017, no events occurred that require recognition or disclosure in the sale of our 50% interest in Owings Mills to our joint venture partner for a gross sales price of $11.6 million.consolidated financial statements, except as recognized or disclosed previously.
On January 15, 2016, we closed on the sale of Eastridge Mall for a gross sales price of $225.0 million.
On January 29, 2016, we closed on the sale of our interest in 522 Fifth Avenue to Ashkenazy Acquisition Corporation, our joint venture partner, for $25.0 million. We received proceeds of $10.0 million upon closing and will receive the remaining $15.0 million in proceeds on March 31, 2016.
On January 29, 2016 we closed on the sale of our interest in Provo Towne Center to our joint venture partner for a gross sales price of $37.5 million.
On February 2, 2016, we closed on the acquisition of our joint venture partner's 25% interest in Spokane Valley Mall.

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GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except share and per share amounts)


NOTE 21     QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly data for the year ended December 31, 20152017 and 20142016 is summarized in the table below. In Q4 2015,Q1 2016, Q2 2016 and Q3 2016 they include the impact of provisions for impairment (Note 2). In each quarter of 20152016, Q2 2017, Q3 2017 and Q4 2017, the adjustments include gains from changes in control of investment properties (Note 3) in continuing operationsoperations. In each quarter of 2016 and Q4 2017, the adjustments include gains on investment in Unconsolidated Real Estate Affiliates (Note 6)3).
 2015
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues$594,143
 $579,805
 $585,324
 $644,634
Operating income202,813
 227,378
 224,975
 268,727
Income from continuing operations641,750
 427,853
 127,366
 196,627
Income from discontinued operations
 
 
 
Net income attributable to common shareholders630,747
 417,956
 119,868
 190,053
Basic Earnings Per Share:       
Continuing operations0.71
 0.47
 0.14
 0.22
Discontinued operations
 
 
 
Diluted Earnings Per Share:       
Continuing operations0.66
 0.44
 0.13
 0.20
Discontinued operations
 
 
 
Dividends declared per share$0.17
 $0.17
 $0.18
 $0.19
Weighted-average shares outstanding:       
Basic885,462
 886,218
 884,640
 882,419
Diluted954,432
 952,597
 949,061
 948,418
 2017
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues$566,332
 $555,796
 $578,357
 $627,375
Operating income192,869
 182,793
 218,306
 244,291
Income from continuing operations110,369
 128,318
 226,272
 201,914
Net income attributable to common stockholders103,176
 121,879
 218,729
 197,614
        
Basic Earnings Per Share0.12
 0.14
 0.25
 0.21
Diluted Earnings Per Share0.11
 0.13
 0.23
 0.21
Dividends declared per share0.22
 0.22
 0.22
 0.22
        
Weighted-average shares outstanding:       
Basic884,505
 882,255
 878,663
 942,766
Diluted949,516
 945,325
 940,184
 954,947


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Table of Contents
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)


 2014
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues$622,884
 $611,894
 $627,759
 $673,022
Operating income222,905
 206,350
 237,931
 274,327
Income from continuing operations58,915
 55,237
 68,577
 215,282
Income from discontinued operations72,972
 121,853
 8,822
 78,236
Net income attributable to common shareholders124,052
 169,740
 70,624
 285,498
Basic Earnings Per Share:       
Continuing operations0.06
 0.06
 0.07
 0.23
Discontinued operations0.08
 0.14
 0.01
 0.09
Diluted Earnings Per Share:       
Continuing operations0.05
 0.05
 0.06
 0.22
Discontinued operations0.08
 0.13
 0.01
 0.08
Dividends declared per share$0.15
 $0.15
 $0.16
 $0.17
Weighted-average shares outstanding:       
Basic896,257
 883,763
 883,898
 884,370
Diluted947,971
 940,725
 942,923
 947,090
 2016
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues$607,032
 $574,586
 $554,493
 $610,335
Operating income173,980
 216,035
 153,417
 256,818
Income from continuing operations195,337
 189,901
 681,748
 241,284
Net income attributable to common stockholders187,796
 181,962
 670,194
 232,476
        
Basic Earnings Per Share0.21
 0.21
 0.76
 0.26
Diluted Earnings Per Share0.20
 0.19
 0.70
 0.24
Dividends declared per share0.19
 0.19
 0.20
 0.48
        
Weighted-average shares outstanding:       
Basic882,673
 883,381
 885,092
 884,948
Diluted950,154
 952,290
 955,856
 950,301




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Table of Contents

GENERAL GROWTH PROPERTIES,GGP INC.
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 20152017
(Dollars in thousands)
     Acquisition Cost(b) 
Costs Capitalized
Subsequent to
Acquisition
 
Gross Amounts at Which Carried at
Close of Period(c)
           Acquisition Cost (b) 
Costs Capitalized
Subsequent to
Acquisition
 Gross Amounts at Which Carried at Close of Period (c)      
Name of Center Location Encumbrances(a) Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Total 
Accumulated
Depreciation(d)
 
Date
Acquired
 
Life Upon
Which Latest
Statement of
Operation is
Computed
 Location Encumbrances (a) Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Total 
Accumulated
Depreciation (d)
 
Date
Acquired
 
Life Upon
Which Latest
Statement of
Operation is
Computed
200 LaFayette New York, NY 33,000
 29,750
 90,674
 (9,678) (60,874) 20,072
 29,800
 49,872
 3,934
 April, 2015 (d)
218 W 57th Street New York, NY 53,000
 66,978
 37,022
 
 37
 66,978
 37,059
 104,037
 203
 September, 2017 (d)
530 5th Avenue New York, NY 132,122
 289,494
 99,481
 
 5,972
 289,494
 105,453
 394,947
 1,645
 September, 2017 (d)
605 North Michigan Avenue Chicago, IL 
 50,980
 90,634
 
 
 50,980
 90,634
 141,614
 3,371
 December, 2016 (d)
685 Fifth Avenue New York, NY 340,000
 549,756
 117,780
 
 725
 549,756
 118,505
 668,261
 1,837
 September, 2017 (d)
830 North Michigan Avenue Chicago, IL 84,841
 33,200
 123,553
 15,298
 9,071
 48,498
 132,624
 181,122
 16,488
 October, 2013 (d)
Apache Mall Rochester, MN 94,375
 17,738
 116,663
 8,043
 11,687
 25,781
 128,350
 154,131
 20,421
 November, 2010 (d) Rochester, MN 
 17,738
 116,663
 8,043
 15,767
 25,781
 132,430
 158,211
 30,638
 November, 2010 (d)
Augusta Mall Augusta, GA 170,000
 25,450
 137,376
 
 7,947
 25,450
 145,323
 170,773
 27,471
 November, 2010 (d) Augusta, GA 169,795
 25,450
 137,376
 
 9,086
 25,450
 146,462
 171,912
 36,525
 November, 2010 (d)
Baybrook Mall Friendswood, TX 259,173
 76,527
 288,241
 (1,091) 5,642
 75,436
 293,883
 369,319
 42,849
 November, 2010 (d) Friendswood, TX 250,214
 76,527
 288,241
 (1,091) 9,066
 75,436
 297,307
 372,743
 57,441
 November, 2010 (d)
Beachwood Place Beachwood, OH 220,000
 59,156
 196,205
 
 2,576
 59,156
 198,781
 257,937
 28,365
 November, 2010 (d) Beachwood, OH 216,640
 59,156
 196,205
 7,354
 46,789
 66,510
 242,994
 309,504
 40,055
 November, 2010 (d)
Bellis Fair Bellingham, WA 88,253
 14,122
 102,033
 
 26,787
 14,122
 128,820
 142,942
 19,030
 November, 2010 (d) Bellingham, WA 84,902
 14,122
 102,033
 
 29,042
 14,122
 131,075
 145,197
 27,406
 November, 2010 (d)
Boise Towne Square Boise, ID 150,237
 44,182
 163,118
 
 7,501
 44,182
 170,619
 214,801
 26,171
 November, 2010 (d) Boise, ID 143,816
 44,182
 163,118
 
 10,037
 44,182
 173,155
 217,337
 35,880
 November, 2010 (d)
Brass Mill Center Waterbury, CT 94,492
 31,496
 99,107
 
 4,424
 31,496
 103,531
 135,027
 19,877
 November, 2010 (d) Waterbury, CT 65,840
 31,496
 99,107
 
 15,877
 31,496
 114,984
 146,480
 27,644
 November, 2010 (d)
Coastland Center Naples, FL 122,554
 24,470
 166,038
 
 1,997
 24,470
 168,035
 192,505
 25,687
 November, 2010 (d) Naples, FL 116,732
 24,470
 166,038
 
 3,084
 24,470
 169,122
 193,592
 32,254
 November, 2010 (d)
Columbia Mall Columbia, MO 
 7,943
 107,969
 (154) (98) 7,789
 107,871
 115,660
 15,143
 November, 2010 (d) Columbia, MO 
 7,943
 107,969
 (154) 23
 7,789
 107,992
 115,781
 19,609
 November, 2010 (d)
Columbiana Centre Columbia, SC 
 22,178
 125,061
 
 180
 22,178
 125,241
 147,419
 20,504
 November, 2010 (d) Columbia, SC 123,115
 22,178
 125,061
 
 6,447
 22,178
 131,508
 153,686
 25,625
 November, 2010 (d)
Coral Ridge Mall Coralville, IA 112,686
 20,178
 134,515
 2,219
 13,366
 22,397
 147,881
 170,278
 23,026
 November, 2010 (d) Coralville, IA 108,948
 20,178
 134,515
 2,219
 22,805
 22,397
 157,320
 179,717
 29,785
 November, 2010 (d)
Coronado Center Albuquerque, NM 193,705
 28,312
 153,526
 4,545
 44,736
 32,857
 198,262
 231,119
 30,026
 November, 2010 (d) Albuquerque, NM 185,515
 28,312
 153,526
 9,328
 91,706
 37,640
 245,232
 282,872
 42,879
 November, 2010 (d)
Crossroads Center St. Cloud, MN 101,558
 15,499
 103,077
 
 5,594
 15,499
 108,671
 124,170
 16,016
 November, 2010 (d) St. Cloud, MN 96,749
 15,499
 103,077
 
 7,201
 15,499
 110,278
 125,777
 21,625
 November, 2010 (d)
Cumberland Mall Atlanta, GA 160,000
 36,913
 138,795
 
 9,577
 36,913
 148,372
 185,285
 25,374
 November, 2010 (d) Atlanta, GA 159,805
 36,913
 138,795
 (309) 17,625
 36,604
 156,420
 193,024
 34,067
 November, 2010 (d)
Deerbrook Mall Humble, TX 143,437
 36,761
 133,448
 
 1,100
 36,761
 134,548
 171,309
 21,222
 November, 2010 (d) Humble, TX 137,830
 36,761
 133,448
 
 17,900
 36,761
 151,348
 188,109
 28,284
 November, 2010 (d)
Eastridge Mall Casper, WY 
 5,484
 36,756
 
 7,448
 5,484
 44,204
 49,688
 10,254
 November, 2010 (d) Casper, WY 42,822
 5,484
 36,756
 
 9,181
 5,484
 45,937
 51,421
 15,749
 November, 2010 (d)
Fashion Place Murray, UT 226,730
 24,068
 232,456
 2,079
 55,446
 26,147
 287,902
 314,049
 40,017
 November, 2010 (d) Murray, UT 226,441
 24,068
 232,456
 2,079
 70,863
 26,147
 303,319
 329,466
 53,164
 November, 2010 (d)
Fashion Show Las Vegas, NV 839,206
 564,310
 627,327
 10,013
 121,050
 574,323
 748,377
 1,322,700
 98,061
 November, 2010 (d)
Four Seasons Town Centre Greensboro, NC 79,402
 17,259
 126,570
 
 4,205
 17,259
 130,775
 148,034
 27,175
 November, 2010 (d) Greensboro, NC 30,892
 17,259
 126,570
 
 11,611
 17,259
 138,181
 155,440
 41,139
 November, 2010 (d)
Fox River Mall Appleton, WI 175,162
 42,259
 217,932
 
 3,186
 42,259
 221,118
 263,377
 31,987
 November, 2010 (d) Appleton, WI 168,731
 42,259
 217,932
 (103) 3,194
 42,156
 221,126
 263,282
 41,092
 November, 2010 (d)
Glenbrook Square Fort Wayne, IN 162,000
 30,965
 147,002
 2,444
 15,619
 33,409
 162,621
 196,030
 24,386
 November, 2010 (d) Fort Wayne, IN 161,539
 30,965
 147,002
 2,302
 17,351
 33,267
 164,353
 197,620
 32,244
 November, 2010 (d)
Governor's Square Tallahassee, FL 70,587
 18,289
 123,088
 
 10,365
 18,289
 133,453
 151,742
 30,776
 November, 2010 (d) Tallahassee, FL 67,942
 18,289
 123,088
 
 10,410
 18,289
 133,498
 151,787
 41,046
 November, 2010 (d)
Grand Teton Mall Idaho Falls, ID 
 13,066
 59,658
 (1,026) (4,746) 12,040
 54,912
 66,952
 9,282
 November, 2010 (d) Idaho Falls, ID 44,963
 13,066
 59,658
 (1,073) (3,896) 11,993
 55,762
 67,755
 12,256
 November, 2010 (d)
Greenwood Mall Bowling Green, KY 63,000
 12,459
 85,370
 (330) 718
 12,129
 86,088
 98,217
 16,982
 November, 2010 (d) Bowling Green, KY 62,469
 12,459
 85,370
 1,417
 6,091
 13,876
 91,461
 105,337
 23,144
 November, 2010 (d)
Hulen Mall Fort Worth, TX 125,308
 8,665
 112,252
 
 16,380
 8,665
 128,632
 137,297
 18,899
 November, 2010 (d) Fort Worth, TX 120,504
 8,665
 112,252
 
 25,842
 8,665
 138,094
 146,759
 25,684
 November, 2010 (d)
Jordan Creek Town Center West Des Moines, IA 213,137
 54,663
 262,608
 (226) (533) 54,437
 262,075
 316,512
 38,078
 November, 2010 (d) West Des Moines, IA 205,145
 54,663
 262,608
 6,042
 11,432
 60,705
 274,040
 334,745
 50,738
 November, 2010 (d)
Lakeside Mall Sterling Heights, MI 145,989
 36,993
 130,460
 
 4,107
 36,993
 134,567
 171,560
 22,592
 November, 2010 (d)
Lynnhaven Mall Virginia Beach, VA 235,000
 54,628
 219,013
 (90) 32,829
 54,538
 251,842
 306,380
 36,444
 November, 2010 (d) Virginia Beach, VA 234,721
 54,628
 219,013
 (90) 57,196
 54,538
 276,209
 330,747
 54,978
 November, 2010 (d)
Mall of Louisiana Baton Rouge, LA 209,186
 88,742
 319,097
 
 4,885
 88,742
 323,982
 412,724
 44,681
 November, 2010 (d) Baton Rouge, LA 323,854
 88,742
 319,097
 (141) 7,123
 88,601
 326,220
 414,821
 61,212
 November, 2010 (d)
Mall St. Matthews Louisville, KY 186,662
 42,014
 155,809
 (5,981) 12,104
 36,033
 167,913
 203,946
 25,348
 November, 2010 (d)
Market Place Shopping Center Champaign, IL 113,425
 21,611
 111,515
 
 25,772
 21,611
 137,287
 158,898
 19,417
 November, 2010 (d)
Mayfair Mall Wauwatosa, WI 
 84,473
 352,140
 (1,950) 38,268
 82,523
 390,408
 472,931
 50,830
 November, 2010 (d)
Meadows Mall Las Vegas, NV 154,969
 30,275
 136,846
 
 1,084
 30,275
 137,930
 168,205
 19,685
 November, 2010 (d)
Mondawmin Mall Baltimore, MD 8,459
 19,707
 63,348
 
 21,792
 19,707
 85,140
 104,847
 14,703
 November, 2010 (d)
Newgate Mall Ogden, UT 58,000
 17,856
 70,318
 
 7,727
 17,856
 78,045
 95,901
 21,741
 November, 2010 (d)

F - 48


     Acquisition Cost(b) 
Costs Capitalized
Subsequent to
Acquisition
 
Gross Amounts at Which Carried at
Close of Period(c)
           Acquisition Cost (b) 
Costs Capitalized
Subsequent to
Acquisition
 Gross Amounts at Which Carried at Close of Period (c)      
Name of Center Location Encumbrances(a) Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Total 
Accumulated
Depreciation(d)
 
Date
Acquired
 
Life Upon
Which Latest
Statement of
Operation is
Computed
 Location Encumbrances (a) Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Total 
Accumulated
Depreciation (d)
 
Date
Acquired
 
Life Upon
Which Latest
Statement of
Operation is
Computed
Mall St. Matthews Louisville, KY 180,439
 42,014
 155,809
 (6,522) 17,077
 35,492
 172,886
 208,378
 34,333
 November, 2010 (d)
Market Place Shopping Center Champaign, IL 113,171
 21,611
 111,515
 
 26,529
 21,611
 138,044
 159,655
 28,243
 November, 2010 (d)
Mayfair Mall Wauwatosa, WI 344,185
 84,473
 352,140
 (1,950) 44,179
 82,523
 396,319
 478,842
 70,432
 November, 2010 (d)
Meadows Mall Las Vegas, NV 146,186
 30,275
 136,846
 
 2,247
 30,275
 139,093
 169,368
 26,020
 November, 2010 (d)
Mondawmin Mall Baltimore, MD 84,324
 19,707
 63,348
 
 22,397
 19,707
 85,745
 105,452
 20,448
 November, 2010 (d)
Neshaminy Mall Bensalem, PA 411
 11,615
 48,224
 4,401
 13,943
 16,016
 62,167
 78,183
 3,784
 June, 2017 (d)
North Point Mall Alpharetta, GA 250,000
 57,900
 228,517
 
 10,597
 57,900
 239,114
 297,014
 39,171
 November, 2010 (d) San Antonio, TX 249,669
 57,900
 228,517
 
 7,020
 57,900
 235,537
 293,437
 49,746
 November, 2010 (d)
North Star Mall San Antonio, TX 319,506
 91,135
 392,422
 
 9,624
 91,135
 402,046
 493,181
 54,824
 November, 2010 (d) Northridge, CA 305,450
 91,135
 392,422
 
 14,271
 91,135
 406,693
 497,828
 74,162
 November, 2010 (d)
Northridge Fashion Center Northridge, CA 233,291
 66,774
 238,023
 
 33,744
 66,774
 271,767
 338,541
 39,135
 November, 2010 (d) Alpharetta, GA 224,145
 66,774
 238,023
 
 34,037
 66,774
 272,060
 338,834
 51,471
 November, 2010 (d)
NorthTown Mall Spokane, WA 
 12,310
 108,857
 
 24,921
 12,310
 133,778
 146,088
 16,738
 November, 2010 (d) Spokane, WA 85,645
 12,310
 108,857
 
 30,269
 12,310
 139,126
 151,436
 26,086
 November, 2010 (d)
Oak View Mall Omaha, NE 79,087
 20,390
 107,216
 
 (1,012) 20,390
 106,204
 126,594
 14,439
 November, 2010 (d) Omaha, NE 76,106
 20,390
 107,216
 
 (74) 20,390
 107,142
 127,532
 18,952
 November, 2010 (d)
Oakwood Center Gretna, LA 
 21,105
 74,228
 
 24,926
 21,105
 99,154
 120,259
 15,860
 November, 2010 (d) Gretna, LA 85,911
 21,105
 74,228
 4,309
 28,833
 25,414
 103,061
 128,475
 23,124
 November, 2010 (d)
Oakwood Mall Eau Claire, WI 
 13,786
 92,114
 
 4,651
 13,786
 96,765
 110,551
 15,155
 November, 2010 (d) Eau Claire, WI 70,229
 13,786
 92,114
 204
 5,538
 13,990
 97,652
 111,642
 20,261
 November, 2010 (d)
Oglethorpe Mall Savannah, GA 150,000
 27,075
 157,100
 
 13
 27,075
 157,113
 184,188
 22,212
 November, 2010 (d) Savannah, GA 149,808
 27,075
 157,100
 
 1,722
 27,075
 158,822
 185,897
 28,755
 November, 2010 (d)
Oxmoor Center Louisville, KY 88,882
 
 117,814
 
 11,298
 
 129,112
 129,112
 19,034
 November, 2010 (d) Louisville, KY 85,548
 
 117,814
 
 13,953
 
 131,767
 131,767
 25,956
 November, 2010 (d)
Paramus Park Paramus, NJ 120,000
 31,320
 102,054
 
 5,870
 31,320
 107,924
 139,244
 18,043
 November, 2010 (d) Paramus, NJ 119,570
 31,320
 102,054
 5,563
 48,532
 36,883
 150,586
 187,469
 24,504
 November, 2010 (d)
Park City Center Lancaster, PA 184,242
 42,451
 195,409
 
 2,878
 42,451
 198,287
 240,738
 26,758
 November, 2010 (d) Lancaster, PA 177,419
 42,451
 195,409
 
 4,553
 42,451
 199,962
 242,413
 34,943
 November, 2010 (d)
Park Place Tucson, AZ 186,399
 61,907
 236,019
 
 5,633
 61,907
 241,652
 303,559
 31,982
 November, 2010 (d) Tucson, AZ 179,268
 61,907
 236,019
 
 7,893
 61,907
 243,912
 305,819
 44,985
 November, 2010 (d)
Peachtree Mall Columbus, GA 88,000
 13,855
 92,143
 
 2,770
 13,855
 94,913
 108,768
 14,028
 November, 2010 (d) Columbus, GA 77,102
 13,855
 92,143
 942
 8,056
 14,797
 100,199
 114,996
 19,132
 November, 2010 (d)
Pecanland Mall Monroe, LA 88,840
 12,943
 73,231
 
 7,746
 12,943
 80,977
 93,920
 14,348
 November, 2010 (d) Monroe, LA 85,354
 12,943
 73,231
 
 11,423
 12,943
 84,654
 97,597
 19,541
 November, 2010 (d)
Pembroke Lakes Mall Pembroke Pines, FL 260,000
 64,883
 254,910
 
 (11,467) 64,883
 243,443
 308,326
 34,498
 November, 2010 (d) Pembroke Pines, FL 259,223
 64,883
 254,910
 
 29,598
 64,883
 284,508
 349,391
 46,153
 November, 2010 (d)
Pioneer Place Portland, OR 
 
 97,096
 
 15,204
 
 112,300
 112,300
 13,748
 November, 2010 (d) Portland, OR 125,792
 21,462
 97,096
 (3,890) 107,793
 17,572
 204,889
 222,461
 37,024
 November, 2010 (d)
Prince Kuhio Plaza Hilo, HI 43,132
 
 52,373
 
 13,035
 
 65,408
 65,408
 13,893
 November, 2010 (d) Hilo, HI 41,263
 
 52,373
 
 13,454
 
 65,827
 65,827
 20,583
 November, 2010 (d)
Providence Place Providence, RI 394,121
 
 400,893
 
 11,876
 
 412,769
 412,769
 56,845
 November, 2010 (d) Providence, RI 377,584
 
 400,893
 
 65,094
 
 465,987
 465,987
 79,104
 November, 2010 (d)
Quail Springs Mall Oklahoma City, OK 67,120
 40,523
 149,571
 
 7,815
 40,523
 157,386
 197,909
 15,920
 June, 2013 (d) Oklahoma City, OK 67,120
 40,523
 149,571
 (579) 7,203
 39,944
 156,774
 196,718
 26,505
 June, 2013 (d)
Red Cliffs Mall St. George, UT 
 6,811
 33,930
 
 1,718
 6,811
 35,648
 42,459
 9,103
 November, 2010 (d)
Ridgedale Center Minnetonka, MN 
 39,495
 151,090
 (4,089) 23,954
 35,406
 175,044
 210,450
 21,561
 November, 2010 (d) Minnetonka, MN 
 39,495
 151,090
 3,183
 116,722
 42,678
 267,812
 310,490
 40,695
 November, 2010 (d)
Riverchase Galleria Birmingham, AL 160,997
 53,423
 271,508
 (35,125) (9,449) 18,298
 262,059
 280,357
 14,465
 November, 2016 (d)
River Hills Mall Mankato, MN 
 16,207
 85,608
 
 4,582
 16,207
 90,190
 106,397
 13,653
 November, 2010 (d) Mankato, MN 70,270
 16,207
 85,608
 
 9,816
 16,207
 95,424
 111,631
 17,886
 November, 2010 (d)
Rivertown Crossings Grandville, MI 158,257
 47,790
 181,770
 
 2,561
 47,790
 184,331
 232,121
 26,726
 November, 2010 (d) Grandville, MI 152,432
 47,790
 181,770
 (504) 11,072
 47,286
 192,842
 240,128
 36,788
 November, 2010 (d)
Rogue Valley Mall Medford, OR 54,862
 9,042
 61,558
 
 2,804
 9,042
 64,362
 73,404
 8,539
 November, 2010 (d)
Sooner Mall Norman, OK 
 9,902
 69,570
 
 2,168
 9,902
 71,738
 81,640
 11,035
 November, 2010 (d) Norman, OK 71,135
 9,902
 69,570
 
 2,467
 9,902
 72,037
 81,939
 14,770
 November, 2010 (d)
Southwest Plaza Littleton, CO 114,337
 19,024
 203,044
 (16) (12,494) 19,008
 190,550
 209,558
 45,416
 November, 2010 (d)
Spokane Valley Mall Spokane, WA 59,326
 16,817
 100,209
 
 (9,727) 16,817
 90,482
 107,299
 15,733
 November, 2010 (d) Spokane, WA 56,914
 16,817
 100,209
 
 (7,979) 16,817
 92,230
 109,047
 21,580
 November, 2010 (d)
Staten Island Mall Staten Island, NY 260,964
 102,227
 375,612
 
 (4,511) 102,227
 371,101
 473,328
 53,294
 November, 2010 (d) Staten Island, NY 246,491
 102,227
 375,612
 11,118
 57,492
 113,345
 433,104
 546,449
 68,158
 November, 2010 (d)
Stonestown Galleria San Francisco, CA 180,000
 65,962
 203,043
 (13,161) (818) 52,801
 202,225
 255,026
 27,628
 November, 2010 (d) San Francisco, CA 179,824
 65,962
 203,043
 (1,686) 35,447
 64,276
 238,490
 302,766
 38,194
 November, 2010 (d)
The Crossroads Portage, MI 96,782
 20,261
 95,463
 1,110
 1,713
 21,371
 97,176
 118,547
 13,835
 November, 2010 (d) Portage, MI 93,080
 20,261
 95,463
 1,110
 4,054
 21,371
 99,517
 120,888
 17,113
 November, 2010 (d)
The Gallery At Harborplace Baltimore, MD 83,076
 15,930
 112,117
 
 6,831
 15,930
 118,948
 134,878
 21,049
 November, 2010 (d)
The Gallery at Harborplace Baltimore, MD 75,969
 15,930
 112,117
 
 10,722
 15,930
 122,839
 138,769
 30,112
 November, 2010 (d)
The Maine Mall South Portland, ME 235,000
 36,205
 238,067
 
 9,067
 36,205
 247,134
 283,339
 34,760
 November, 2010 (d) South Portland, ME 234,696
 36,205
 238,067
 (1,909) 4,465
 34,296
 242,532
 276,828
 44,237
 November, 2010 (d)
The Mall In Columbia Columbia, MD 348,469
 124,540
 479,171
 
 24,582
 124,540
 503,753
 628,293
 67,070
 November, 2010 (d)
The Mall in Columbia Columbia, MD 334,855
 124,540
 479,171
 4,124
 64,919
 128,664
 544,090
 672,754
 93,446
 November, 2010 (d)
The Oaks Mall Gainesville, FL 131,895
 21,954
 173,353
 
 (1,302) 21,954
 172,051
 194,005
 21,440
 April, 2012 (d) Gainesville, FL 126,651
 21,954
 173,353
 
 (1,970) 21,954
 171,383
 193,337
 28,476
 April, 2012 (d)
The Parks at Arlington Arlington, TX 256,711
 19,807
 299,708
 49
 19,816
 19,856
 319,524
 339,380
 47,221
 November, 2010 (d)
The Shoppes at Buckland Manchester, CT 122,931
 35,180
 146,474
 
 6,832
 35,180
 153,306
 188,486
 20,983
 November, 2010 (d)
The Shops At Fallen Timbers Maumee, OH 
 3,785
 31,771
 (535) (2,029) 3,250
 29,742
 32,992
 9,271
 November, 2010 (d)
The Shops At La Cantera San Antonio, TX 350,000
 80,016
 350,737
 
 24,868
 80,016
 375,605
 455,621
 61,864
 November, 2010 (d)
The Streets At SouthPoint Durham, NC 253,105
 66,045
 242,189
 
 (143) 66,045
 242,046
 308,091
 36,072
 November, 2010 (d)
The Woodlands Mall The Woodlands, TX 250,526
 84,889
 349,315
 2,315
 18,940
 87,204
 368,255
 455,459
 51,766
 November, 2010 (d)
Town East Mall Mesquite, TX 160,270
 9,928
 168,555
 
 5,271
 9,928
 173,826
 183,754
 25,185
 November, 2010 (d)
Tucson Mall Tucson, AZ 246,000
 2,071
 193,815
 
 77,096
 2,071
 270,911
 272,982
 37,862
 November, 2010 (d)

F - 49


     Acquisition Cost(b) 
Costs Capitalized
Subsequent to
Acquisition
 
Gross Amounts at Which Carried at
Close of Period(c)
           Acquisition Cost (b) 
Costs Capitalized
Subsequent to
Acquisition
 Gross Amounts at Which Carried at Close of Period (c)      
Name of Center Location Encumbrances(a) Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Total 
Accumulated
Depreciation(d)
 
Date
Acquired
 
Life Upon
Which Latest
Statement of
Operation is
Computed
 Location Encumbrances (a) Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Land 
Buildings and
Improvements
 Total 
Accumulated
Depreciation (d)
 
Date
Acquired
 
Life Upon
Which Latest
Statement of
Operation is
Computed
The Parks at Arlington Arlington, TX 247,673
 19,807
 299,708
 49
 21,070
 19,856
 320,778
 340,634
 63,193
 November, 2010 (d)
The Shoppes at Buckland Manchester, CT 118,177
 35,180
 146,474
 (280) 6,603
 34,900
 153,077
 187,977
 27,258
 November, 2010 (d)
The Shops at La Cantera San Antonio, TX 349,345
 80,016
 350,737
 
 29,556
 80,016
 380,293
 460,309
 79,393
 November, 2010 (d)
The Streets at SouthPoint Durham, NC 243,404
 66,045
 242,189
 (74) 1,095
 65,971
 243,284
 309,255
 47,421
 November, 2010 (d)
The Woodlands Mall The Woodlands, TX 240,081
 84,889
 349,315
 2,315
 42,189
 87,204
 391,504
 478,708
 71,737
 November, 2010 (d)
Town East Mall Mesquite, TX 160,006
 9,928
 168,555
 
 9,151
 9,928
 177,706
 187,634
 34,077
 November, 2010 (d)
Tucson Mall Tucson, AZ 245,618
 2,071
 193,815
 
 80,778
 2,071
 274,593
 276,664
 49,772
 November, 2010 (d)
Tysons Galleria McLean, VA 312,326
 90,317
 351,005
 (105) 9,396
 90,212
 360,401
 450,613
 45,862
 November, 2010 (d) McLean, VA 299,806
 90,317
 351,005
 (105) 37,241
 90,212
 388,246
 478,458
 62,936
 November, 2010 (d)
Valley Plaza Mall Bakersfield, CA 240,000
 38,964
 211,930
 
 621
 38,964
 212,551
 251,515
 31,018
 November, 2010 (d) Bakersfield, CA 239,819
 38,964
 211,930
 6,763
 41,186
 45,727
 253,116
 298,843
 40,218
 November, 2010 (d)
Visalia Mall Visalia, CA 74,000
 11,912
 80,185
 
 1,616
 11,912
 81,801
 93,713
 11,537
 November, 2010 (d) Visalia, CA 73,955
 11,912
 80,185
 
 2,889
 11,912
 83,074
 94,986
 15,354
 November, 2010 (d)
Westlake Center Seattle, WA 46,445
 19,055
 129,295
 (14,819) (79,212) 4,236
 50,083
 54,319
 8,327
 November, 2010 (d) Seattle, WA 45,975
 19,055
 129,295
 (14,819) (63,840) 4,236
 65,455
 69,691
 13,465
 November, 2010 (d)
Westroads Mall Omaha, NE 148,975
 32,776
 184,253
 
 27,782
 32,776
 212,035
 244,811
 26,425
 April, 2012 (d) Omaha, NE 143,100
 32,776
 184,253
 
 36,445
 32,776
 220,698
 253,474
 42,263
 April, 2012 (d)
White Marsh Mall Baltimore, MD 190,000
 43,880
 177,194
 4,125
 5,839
 48,005
 183,033
 231,038
 26,402
 November, 2010 (d) Baltimore, MD 189,811
 43,880
 177,194
 4,125
 11,818
 48,005
 189,012
 237,017
 33,333
 November, 2010 (d)
Willowbrook Wayne, NJ 360,000
 110,660
 419,822
 
 9,880
 110,660
 429,702
 540,362
 61,320
 November, 2010 (d) Wayne, NJ 359,482
 110,660
 419,822
 
 28,234
 110,660
 448,056
 558,716
 84,369
 November, 2010 (d)
Woodbridge Center Woodbridge, NJ 250,000
 67,825
 242,744
 
 25,688
 67,825
 268,432
 336,257
 59,888
 November, 2010 (d) Woodbridge, NJ 247,093
 67,825
 242,744
 
 38,783
 67,825
 281,527
 349,352
 88,049
 November, 2010 (d)
Office, other and construction in progress (e)(f) 2,023,128
 112,034
 472,689
 13,614
 434,996
 125,648
 907,685
 1,033,333
 106,547
 
Construction in progress and other (e) 13,854
 21,448
 61,894
 6,030
 720,299
 27,478
 782,196
 809,674
 100,419
 Various (d)
                                      
 Total $14,422,360

$3,589,355

$15,336,969

$6,999

$1,351,723

$3,596,354

$16,688,692

$20,285,046

$2,452,127
  Total $13,038,659

$3,985,654

$15,052,730

$28,220

$2,378,105

$4,013,874

$17,430,838

$21,444,712

$3,188,481
 

F - 50

Table(a)    See description of Contents

GENERAL GROWTH PROPERTIES, INC.mortgages, notes and other loans payable in Note 6 of Notes to Consolidated Financial Statements. Includes $1.4 billion cross-collateralized loan.
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)(b)    Acquisition for individual properties represents historical cost at the end of the month acquired.
DECEMBER 31, 2015(c)    The aggregate cost of land, buildings and improvements of consolidated properties for federal income tax purposes is approximately $15.9 billion.
(Dollars in thousands)(d)    Depreciation is computed based upon the following estimated useful lives:

(a)See description of mortgages, notes and other loans payable in Note 7 of Notes to Consolidated Financial Statements.
(b)Acquisition for individual properties represents historical cost at the end of the month acquired.
(c)The aggregate cost of land, buildings and improvements of consolidated properties for federal income tax purposes is approximately $17 billion.
(d)Depreciation is computed based upon the following estimated useful lives:
  Years
Buildings and improvements 10 - 45
Equipment and fixtures 3 - 20
Tenant improvements Shorter of useful life or applicable lease term
(e)Office and other retail properties.
(f)Includes $1.4 billion cross-collateralized corporate loan.

(e)    Other retail properties.


F - 51

Table of Contents

GENERAL GROWTH PROPERTIES,GGP INC.
NOTES TO SCHEDULE III
(Dollars in thousands)

Reconciliation of Real Estate
2015 2014 20132017 2016 2015
(In thousands) 
  
  
 
  
  
Balance at beginning of period$22,977,310
 $22,998,275
 $23,461,858
$19,409,217
 $20,285,046
 $22,977,310
Additions765,960
 703,227
 1,049,417
2,428,887
 958,651
 765,960
Impairments
 (5,278) (18,361)
 (130,619) 
Dispositions, transfers and write-offs(3,458,224) (718,914) (1,494,639)(393,392) (1,703,861) (3,458,224)
Balance at end of period$20,285,046
 $22,977,310
 $22,998,275
$21,444,712
 $19,409,217
 $20,285,046

Reconciliation of Accumulated Depreciation
2015 2014 20132017 2016 2015
(In thousands) 
  
  
 
  
  
Balance at beginning of period$2,280,845
 $1,884,861
 $1,440,301
$2,737,286
 $2,452,127
 $2,280,845
Depreciation expense607,192
 685,006
 737,565
644,148
 620,540
 607,192
Dispositions, transfers and write-offs(435,910) (289,022) (293,005)(192,953) (335,381) (435,910)
Balance at end of period$2,452,127
 $2,280,845
 $1,884,861
$3,188,481
 $2,737,286
 $2,452,127


F - 52


EXHIBIT INDEX


  Incorporated by Reference Herein   Incorporated by Reference Herein
Exhibit
Number
Exhibit
Number
 Description Form Exhibit Filing Date File No.
Exhibit
Number
 Description Form Exhibit Filing Date File No.
2*
 Third Amended Plan of Reorganization as filed with the United States Bankruptcy Court for the Southern District of New York on October 21, 2010 8-K 2.1
 10/27/2010 001-11656
2*

  8-K 2.1
 10/27/2010 001-11656
       
3.1
 Amended and Restated Certificate of Incorporation of General Growth Properties, Inc., dated November 9, 2010 8-K 3.1
 11/12/2010 001-34948
  8-K 3.1
 5/17/2017 001-34948
       
3.2
 Amended and Restated Bylaws of General Growth Properties, Inc., dated November 9, 2010 8-K 3.2
 11/12/2010 001-34948
  8-K 3.1
 6/2/2017 001-34948
       
3.3
 Amendment to Amended and Restated Bylaws of General Growth Properties, Inc., dated February 25, 2011 8-K 3.1
 3/1/2011 001-34948
  8-K 3.1
 2/13/2013 001-34948
       
3.4
 Certificate of Designations, Preferences and Rights of 6.375% Series A Cumulative Redeemable Preferred Stock filed with the Delaware Secretary of State on February 11, 2013 8-K 3.1
 2/13/2013 001-34948

  10-K 4.2
 3/31/2006 001-11656
       
4.1*
 Rights Agreement dated July 27, 1993, between the Predecessor and certain other parties named therein 10-K 4.2
 3/31/2006 001-11656

  8-A12B 4.3
 3/3/2010 001-11656
       
4.2*
 Amendment to Rights Agreement dated as of February 1, 2000, between the Predecessor and certain other parties named therein 8-A12B 4.3
 3/3/2010 001-11656

  10-K 4.7
 3/31/2006 001-11656
       
4.3*
 Redemption Rights Agreement dated October 23, 1997, among the Predecessor, the Operating Partnership and Peter Leibowits 10-K 4.7
 3/31/2006 001-11656

  10-K 4.8
 3/31/2006 001-11656
       
4.4*
 Redemption Rights Agreement dated April 2, 1998, among the Operating Partnership, the Predecessor and Southwest Properties Venture 10-K 4.8
 3/31/2006 001-11656

  10-K 4.9
 3/31/2006 001-11656
       
4.5*
 Redemption Rights Agreement dated July 21, 1998, among the Operating Partnership, the Predecessor, Nashland Associates, and HRE Altamonte, Inc. 10-K 4.9
 3/31/2006 001-11656

  10-K 4.13
 2/27/2009 001-11656
       
4.6*
 Redemption Rights Agreement (Series B Preferred Units) dated July 10, 2002, by and among the Operating Partnership, the Predecessor and the persons listed on the signature pages thereof 10-K 4.12
 2/27/2008 001-11656

  10-K/A 4.14
 4/30/2010 001-11656
       
4.7*
 Redemption Rights Agreement (Common Units) dated November 27, 2002, by and among the Operating Partnership, the Predecessor and JSG, LLC 10-K 4.13
 2/27/2009 001-11656

  10-K 4.15
 2/27/2008 001-11656
       
4.8*
 Redemption Rights Agreement dated December 11, 2003, by and among the Operating Partnership, the Predecessor and Everitt Enterprises, Inc. 10-K/A 4.14
 4/30/2010 001-11656

  10-K 4.16
 2/27/2008 001-11656
       
4.9*
 Redemption Rights Agreement dated March 5, 2004, by and among the Operating Partnership, the Predecessor and Koury Corporation 10-K 4.15
 2/27/2008 001-11656

  10-Q 10.2
 8/6/2014 001-34948
       

S-1


  Incorporated by Reference Herein   Incorporated by Reference Herein
Exhibit
Number
Exhibit
Number
 Description Form Exhibit Filing Date File No.
Exhibit
Number
 Description Form Exhibit Filing Date File No.
4.10*
 Registration Rights Agreement dated April 15, 1993, between the Predecessor, Martin Bucksbaum, Matthew Bucksbaum and the other parties named therein 10-K 4.16
 2/27/2008 001-11656
   
10.1
 Fourth Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, LP (f/k/a GGP Limited Partnership) dated May 1, 2014 10-Q 10.2
 8/6/2014 001-34948
   
10.2
 First Amendment dated July 1, 2015 to Fourth Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, LP (f/k/a GGP Limited Partnership) dated May 1, 2014 10-Q 10.1
 8/6/2015 001-34948
  10-Q 10.1
 8/6/2015 001-34948
       
10.3
 Second Amendment dated February 17, 2016, to Fourth Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, LP (filed herewith)   
  10-K 10.3
 2/19/2016 001-34948
       
10.4*
 Operating Agreement dated November 10, 1999, between the Operating Partnership, NYSCRF, and GGP/Homart II L.L.C. 10-K 10.20
 3/31/2006 001-11656

  10-K 10.4
 12/31/2016 001-34948
       
10.5*
 Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated November 22, 2002 10-K 10.21
 3/31/2006 001-11656

  10-K 10.20
 3/31/2006 001-11656
       
10.6*
 Letter Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003 10-K 10.22
 3/31/2006 001-11656

  10-K 10.21
 3/31/2006 001-11656
       
10.7*
 Second Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003 10-K 10.23
 3/31/2006 001-11656

  10-K 10.22
 3/31/2006 001-11656
       
10.8*
 Third Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated February 8, 2008 10-K 10.25
 2/27/2008 001-11656

  10-K 10.23
 3/31/2006 001-11656
       
10.9
 Second Amended and Restated Limited Liability Company Agreement of Ala Moana Holding, LLC, dated April 10, 2015 10-Q 10.1
 5/1/2015 001-34948

  10-K 10.25
 2/27/2008 001-11656
       
10.10
 Summary of Non-Employee Director Compensation Program Revised November 11, 2015 (filed herewith)   
  10-Q 10.1
 5/1/2015 001-34948
       
10.11*#
 General Growth Properties, Inc. 2010 Equity Incentive Plan adopted October 27, 2010 8-K 4.1
 11/1/2010 001-11656

    
       
10.12#
 First Amendment to General Growth Properties, Inc. 2010 Equity Incentive Plan adopted November 12, 2013 8-K 10.2
 11/18/2013 001-34948

  8-K 4.1
 11/1/2010 001-11656
       
10.13#
 Form of Nonqualified Stock Option Award Agreement (Groups B and C) pursuant to the 2010 Equity Incentive Plan S-11/A 10.26
 11/15/2010 333-16811

  8-K 10.2
 11/18/2013 001-34948
       
10.14#
 Form of Nonqualified Stock Option Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)   

  S-11/A 10.26
 11/15/2010 333-16811
       
10.15#
 Form of Restricted Stock Award Agreement (Groups B and C) pursuant to the 2010 Equity Incentive Plan S-11/A 10.28
 11/15/2010 333-16811

  10-K 10.14
 2/19/2016 001-34948
       
10.16#
 Form of Restricted Stock Award Agreement (employees) pursuant to the 2010 Equity Plan (filed herewith)   

  S-11/A 10.28
 11/15/2010 333-16811
   

  10-K 10.16
 2/19/2016 001-34948
   

  10-K 10.17
 2/19/2016 001-34948
   

S-2


  Incorporated by Reference Herein   Incorporated by Reference Herein
Exhibit
Number
Exhibit
Number
 Description Form Exhibit Filing Date File No.
Exhibit
Number
 Description Form Exhibit Filing Date File No.

  10-K 10.18
 2/19/2016 001-34948
       
10.17#
 Form of Performance-vesting Restricted Stock Award Agreement (employees) pursuant to the 2010 Equity Plan (filed herewith)   

  10-K 10.19
 2/19/2016 001-34948
       
10.18#
 Form of Appreciation Only LTIP Unit Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)   

  10-K 10.20
 2/19/2016 001-34948
       
10.19#
 Form of Full Value LTIP Unit Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)   

  10-K 10.17
 3/2/2015 001-34948
       
10.20#
 Form of Performance-vesting Full Value LTIP Unit Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)   

  10-K 10.18
 3/2/2015 001-34948
       
10.21#
 Form of Restricted Stock Award Agreement (new directors) pursuant to the 2010 Equity Plan 10-K 10.17
 3/2/2015 001-34948

  10-K 10.24
 2/22/2017 001-34948
       
10.22#
 Form of Restricted Stock Award Agreement (directors) pursuant to the 2010 Equity Plan 10-K 10.18
 3/2/2015 001-34948

  8-K 10.1
 2/17/2015 001-34948
       
10.23#
 Form of Full Value LTIP Unit Award Agreement (directors) pursuant to the 2010 Equity Incentive Plan (filed herewith)   

    
       
10.24*#
 Nonqualified Stock Option Award Agreement dated October 27, 2010, by and between General Growth Properties, Inc. and Sandeep Mathrani 8-K 10.2
 11/1/2010 001-11656

  8-K 10.2
 2/17/2015 001-34948
       
10.25#
 Restricted Stock Award Agreement between General Growth Properties, Inc. and Sandeep Mathrani, dated November 9, 2010 S-11/A 10.62
 11/15/2010 333-16811

  10-Q 10.1
 9/30/2017 001-34948
       
10.26#
 First Amendment dated November 1, 2012 to Restricted Stock Award Agreement between General Growth Properties, Inc. and Sandeep Mathrani, dated November 9, 2010 10-K 10.34
 2/28/2013 001-34948

  10-Q 10.2
 9/30/2017 001-34948
       
10.27#
 Second Amendment dated November 1, 2013 to Restricted Stock Award Agreement between General Growth Properties, Inc. and Sandeep Mathrani, dated November 9, 2010 10-Q 10.2
 11/6/2013 001-34948
   
10.28*#
 Employment Agreement, dated October 27, 2010, by and between General Growth Properties, Inc. and Sandeep Mathrani 8-K 10.1
 11/1/2010 001-11656
   
10.29#
 Employment Agreement, dated February 12, 2015, by and between the Company and Sandeep Mathrani 8-K 10.1
 2/17/2015 001-34948
   
10.30#
 Full Value LTIP Award, dated February 12, 2015, by and between the Company and Sandeep Mathrani 8-K 10.2
 2/17/2015 001-34948

  8-K 10.1
 11/12/2010 001-34948
       
10.31
 Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, between REP Investments LLC (as predecessor to Brookfield Retail Holdings LLC), an affiliate of Brookfield Asset Management Inc. and the Predecessor 8-K 10.1
 11/12/2010 001-34948
  8-K 10.7
 11/12/2010 001-34948
       

  10-K 10.51
 3/8/2011 001-34948
   

  10-K 10.48
 2/28/2013 001-34948
   

  S-11/A 10.53
 11/3/2010 333-16811

S-3


    Incorporated by Reference Herein
Exhibit
 Number
 Description Form Exhibit Filing Date File No.
10.32
 Registration Rights Agreement between affiliates of Brookfield Asset Management, Inc. and General Growth Properties, Inc., dated November 9, 2010 8-K 10.7
 11/12/2010 001-34948
           
10.33
 Amended and Restated Warrant Agreement between General Growth Properties, Inc. and American Stock Transfer & Trust Company, LLC, relating to the warrants issued to affiliates of Brookfield Asset Management, Inc., The Fairholme Fund, Fairholme Focused Income Fund, Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd., Pershing Square International V, Ltd. and Blackstone Real Estate Partners VI L.P. and its permitted assigns, October 28, 2013 10-Q 10.1
 11/6/2013 001-34948
           
10.34
 Relationship Agreement between Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A LLC, Brookfield Retail Holdings IV-B LLC, Brookfield Retail Holdings IV-C LLC, Brookfield Retail Holdings IV-D LLC and Brookfield Retail Holdings V LP and General Growth Properties, Inc., dated November 9, 2010 10-K 10.51
 3/8/2011 001-34948
           
10.35
 Amending Agreement to Relationship Agreement between Brookfield Asset Management Inc. and General Growth Properties, Inc., dated January 12, 2012 10-K 10.48
 2/28/2013 001-34948
           
10.36
 Form of indemnification agreement for directors and executive officers S-11/A 10.53
 11/3/2010 333-16811
           
10.37
 Standstill Agreement between Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A LLC, Brookfield Retail Holdings IV-B LLC, Brookfield Retail Holdings IV-C LLC, Brookfield Retail Holdings IV-D LLC and Brookfield Retail Holdings V LP and General Growth Properties, Inc., dated November 9, 2010 8-K 10.4
 11/12/2010 001-34948
           
10.38
 Fourth Amended and Restated Credit Agreement dated October 30, 2015 8-K 10.1
 11/2/2015 001-34948
           
10.39
 Loan Agreement, dated as of April 26, 2013, by and among General Growth Properties, Inc., the Guarantors party thereto, the Lenders party thereto, RBC Capital Markets and U.S. Bank National Association, as Joint Lead Arrangers and Bookrunners, U.S. Bank National Association, as Administrative Agent, and other Lenders party thereto 8-K 99.1
 5/2/2013 001-34948
           
10.40
 First Amendment dated July 23, 2013 to the Loan Agreement dated April 26, 2013 10-K 10.37
 3/2/2015 001-34948
           
10.41
 Second Amendment dated August 1, 2014 to the Loan Agreement dated April 26, 2013 10-Q 10.5
 8/6/2014 001-34948
           
10.42#
 Second Amended and Restated Employee Stock Purchase Plan effective May 15, 2014 10-Q 10.3
 8/6/2014 001-34948
           
21.1
 List of Subsidiaries of General Growth Properties, Inc. (filed herewith).    
    
           
23.1
 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to General Growth Properties, Inc. (filed herewith).        
           

S-4


Incorporated by Reference Herein
Exhibit
 Number
DescriptionFormExhibitFiling DateFile No.
24.1
Power of Attorney (included on signature page).
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101
The following financial information from General Growth Properties, Inc.'s. Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 19, 2016, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statement of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Conso1idated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements.
    Incorporated by Reference Herein
Exhibit
 Number
 Description Form Exhibit Filing Date File No.
           

  8-K 10.4
 11/12/2010 001-34948
           

  8-K 10.1
 11/2/2015 001-34948
           

  8-K 99.1
 4/29/2016 001-34948
           

  10-Q 10.3
 8/6/2014 001-34948
           

     
    
           

         
           

         
           

         
           

         
           

         
           

         
           
101
 
The following financial information from GGP Inc.'s. Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 22, 2018, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statement of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements.
        

*Incorporated by reference to filings by GGP, Inc. (formerly General Growth Properties, Inc. and referred to as "the Predecessor")
#Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.


S-5S-4