Brookfield Property REIT (BPYU) 10-Q 4 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 02, 2015
Document and Entity Information
Entity Registrant Name	General Growth Properties, Inc.
Entity Central Index Key	1,496,048
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		885,656,505
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Sep. 30, 2015	Dec. 31, 2014
Investment in real estate:
Land		$ 3,638,774	$ 4,244,607
Buildings and equipment		16,318,055	18,028,844
Less accumulated depreciation		(2,375,762)	(2,280,845)
Construction in progress		497,181	703,859
Net property and equipment		18,078,248	20,696,465
Investment in and loans to/from Unconsolidated Real Estate Affiliates		3,490,157	2,604,762
Net investment in real estate		21,568,405	23,301,227
Cash and cash equivalents		160,670	372,471
Accounts and notes receivable, net		881,564	663,768
Deferred expenses, net		169,673	184,491
Prepaid expenses and other assets		1,009,483	813,777
Total assets		23,789,795	25,335,734
Liabilities:
Mortgages, notes and loans payable	[1]	14,015,550	15,998,289
Investment in Unconsolidated Real Estate Affiliates		37,610	35,598
Accounts payable and accrued expenses		800,248	934,897
Dividend payable		166,115	154,694
Deferred tax liabilities		0	21,240
Tax indemnification liability			0
Junior subordinated notes		206,200	206,200
Total liabilities		15,225,723	17,350,918
Redeemable noncontrolling interests:
Preferred		154,566	164,031
Common		123,812	135,265
Total redeemable noncontrolling interests		278,378	299,296
Commitments and Contingencies		0	0
Equity:
11,000,000,000 shares authorized, $0.01 par value, 965,951,483 issued, 882,432,953 outstanding as of September 30, 2015, and 968,340,597 issued, 884,912,012 outstanding as of December 31, 2014		9,385	9,409
Preferred stock: 500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013		242,042	242,042
Additional paid-in capital		11,362,222	11,351,625
Retained earnings (accumulated deficit)		(2,162,995)	(2,822,740)
Accumulated other comprehensive loss		(77,437)	(51,753)
Common stock in treasury, at cost, 56,059,335 shares as of September 30, 2015 and 55,969,390 shares as of December 31, 2014		(1,124,862)	(1,122,664)
Total stockholders’ equity		8,248,355	7,605,919
Noncontrolling interest in real estate		26,935
Noncontrolling interests in consolidated real estate affiliates			79,601
Noncontrolling Interest in Operating Partnerships		10,404	0
Total equity		8,285,694	7,685,520
Total liabilities, redeemable noncontrolling interests and equity		23,789,795	25,335,734
Unconsolidated Properties [Member]
Investment in real estate:
Land		1,748,898	1,152,485
Buildings and equipment		12,145,655	10,009,490
Less accumulated depreciation		(3,035,579)	(2,591,347)
Construction in progress		991,755	125,931
Net property and equipment		11,850,729	8,696,559
Investment in Unconsolidated Joint Ventures		416,989	16,462
Investment in and loans to/from Unconsolidated Real Estate Affiliates		3,452,547	2,569,164
Net investment in real estate		12,267,718	8,713,021
Cash and cash equivalents		403,150	308,621
Accounts and notes receivable, net		234,159	203,511
Deferred expenses, net		335,671	281,835
Prepaid expenses and other assets		670,233	594,257
Total assets		13,910,931	10,101,245
Equity:
Total equity		(3,424,458)	(1,736,422)
Total liabilities, redeemable noncontrolling interests and equity		$ 13,910,931	$ 10,101,245
[1]	Includes market rate adjustments of $33.2 million and $19.9 million as of September 30, 2015 and December 31, 2014, respectively.

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, shares authorized	11,000,000,000	11,000,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued	965,951,483	968,340,597
Common stock, shares outstanding	882,432,953	884,912,012
Preferred Stock, shares authorized	500,000,000	500,000,000
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares issued	10,000,000	10,000,000
Preferred Stock, shares outstanding	10,000,000	10,000,000
Common stock in treasury, shares	56,059,335	55,969,390

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues:
Minimum rents	$ 358,716	$ 396,285	$ 1,094,384	$ 1,170,547
Tenant recoveries	172,515	186,066	518,040	552,596
Overage rents	6,455	9,277	18,755	24,486
Management fees and other corporate revenues	19,496	17,355	65,313	51,759
Other	28,142	18,775	62,956	63,149
Total revenues	585,324	627,758	1,759,448	1,862,537
Expenses:
Real estate taxes	57,942	57,430	170,425	172,686
Property maintenance costs	11,707	13,394	44,491	48,952
Marketing	4,273	4,624	12,849	15,926
Other property operating costs	79,265	84,581	227,874	251,646
Provision for doubtful accounts	1,622	355	6,199	5,211
Property management and other costs	38,685	34,428	121,847	119,391
General and administrative	12,627	12,778	37,395	52,609
Depreciation and amortization	154,228	182,237	483,026	528,928
Total expenses	360,349	389,827	1,104,106	1,195,349
Operating income	224,975	237,931	655,342	667,188
Interest and dividend income	13,232	8,536	34,896	19,801
Interest expense	(144,891)	(174,109)	(460,289)	(528,273)
Loss on foreign currency	(25,092)	(15,972)	(46,540)	(7,017)
Gain from changes in control of investment properties and other	13,399	0	622,412	0
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests	81,623	56,386	805,821	151,699
Benefit from (provision for) income taxes	17,996	4,800	29,082	(2,836)
Equity in income of Unconsolidated Real Estate Affiliates	16,584	7,391	41,115	33,868
Unconsolidated Real Estate Affiliates - gain on investment	11,163	0	320,950	0
Income from continuing operations	127,366	68,577	1,196,968	182,731
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	0	8,822	0	203,649
Net income	127,366	77,399	1,196,968	386,380
Allocation to noncontrolling interests	(3,514)	(2,791)	(16,447)	(10,008)
Net income attributable to General Growth Properties, Inc.	123,852	74,608	1,180,521	376,372
Preferred Stock dividends	(3,984)	(3,984)	(11,952)	(11,952)
Net income attributable to common stockholders	$ 119,868	$ 70,624	$ 1,168,569	$ 364,420
Basic Earnings Per Share:
Continuing operations	$ 0.14	$ 0.07	$ 1.32	$ 0.18
Discontinued operations	0	0.01	0	0.23
Total basic earnings per share	0.14	0.08	1.32	0.41
Diluted Earnings Per Share:
Continuing operations	0.13	0.06	1.23	0.18
Discontinued operations	0	0.01	0	0.21
Total diluted earnings per share	0.13	0.07	1.23	0.39
Dividends declared per share	$ 0.18	$ 0.16	$ 0.52	$ 0.46
Comprehensive Income, Net:
Net income	$ 127,366	$ 77,399	$ 1,196,968	$ 386,380
Other comprehensive loss
Foreign currency translation	(19,816)	(12,270)	(34,622)	(5,124)
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	8,635	0	8,635	0
Other comprehensive loss	(11,165)	(12,264)	(25,971)	(5,150)
Comprehensive income	116,201	65,135	1,170,997	381,230
Comprehensive income allocated to noncontrolling interests	(3,434)	(2,904)	(16,160)	(9,975)
Comprehensive income attributable to General Growth Properties, Inc.	112,767	62,231	1,154,837	371,255
Preferred Stock dividends	(3,984)	(3,984)	(11,952)	(11,952)
Comprehensive income, net, attributable to common stockholders	108,783	58,247	1,142,885	359,303
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)	$ 16	$ 6	$ 16	$ (26)

CONSOLIDATED STATEMENTS OF EQUI

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock [Member]	Noncontrolling Interest [Member]	Common Stock [Member]
Owners’ equity	$ 8,185,263	$ 242,042	$ 11,372,443	$ (2,915,723)	$ (38,173)	$ (566,863)	$ 82,142	$ 9,395
Noncontrolling Interest in Operating Partnership, Period Increase (Decrease)	(27,751)		(27,751)
Contributions from (Distributions to) Noncontrolling Interests	(3,454)						(3,454)
Net Income (Loss), Equity Statement	377,634			376,372			1,262
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	2,038		2,037					1
Stock Issued During Period, Value, Employee Stock Purchase Plan	2,498		2,497					1
Stock Issued During Period, Value, Stock Options Exercised	22,577		22,574					$ 3
Stock Repurchased During Period, Value	(555,801)
Cash Dividends Reinvested Stock	384		384
Other Comprehensive Income (Loss), Net of Tax	(5,117)				(5,117)
Dividends, Common Stock, Cash	406,686			406,686
Dividends, Preferred Stock, Cash	11,952			11,952
Owners’ equity	7,579,633	$ 242,042	11,372,184	(2,957,989)	(43,290)	(1,122,664)	79,950	$ 9,400
Owners’ equity	7,685,520	242,042	11,351,625	(2,822,740)	(51,753)	(1,122,664)	79,601	9,409
Noncontrolling Interest in Operating Partnership, Period Increase (Decrease)	22,339		22,339
Contributions from (Distributions to) Noncontrolling Interests	(53,888)						(53,888)
Noncontrolling interests Issued During Period Value LTIP Award Net Of Forfeitures	8,286
Net Income (Loss), Equity Statement	1,183,861			1,180,521			3,340
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	2,771	0	2,769					2
Stock Issued During Period, Value, Employee Stock Purchase Plan	2,765		2,764					1
Stock Issued During Period, Value, Stock Options Exercised	33,951		33,938					13
Stock Repurchased and Retired During Period, Value	0		(51,700)	(48,859)		100,599		(40)
Stock Repurchased During Period, Value	(102,797)
Cash Dividends Reinvested Stock	487	0	487					0
Other Comprehensive Income (Loss), Net of Tax	(25,684)				(25,684)
Dividends, Common Stock, Cash	459,965			459,965
Dividends, Preferred Stock, Cash	11,952			11,952
Owners’ equity	$ 8,285,694	$ 242,042	$ 11,362,222	$ (2,162,995)	$ (77,437)	$ (1,124,862)	$ 37,339	$ 9,385

CONSOLIDATED STATEMENTS OF EQU6

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Statement of Stockholders' Equity [Abstract]
Restricted stock grants, shares	223,244	24,744
Employee stock purchase program, shares	116,936	119,869
Exercised (in shares)	(1,216,723)	(334,216)
LTIPUnitsIssuedDuringPeriodLTIPUnitAwardNetOfForfeitures	1,655,576	0
Treasury stock purchases, shares	4,053,620	27,624,282
Cash dividends reinvested (DRIP) in stock, shares	17,658	17,467
Cash distributions declared (in dollars per share)	$ 0.52	$ 0.46
Stock Repurchased and Retired During Period, Shares	3,963,675	0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Unpaid liability for treasury shares	$ (2,198,000)	$ 0
Cash Flows provided by Operating Activities:
Net income	1,196,968,000	386,380,000
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(41,115,000)	(33,868,000)
Distributions received from Unconsolidated Real Estate Affiliates	47,763,000	28,041,000
Provision for doubtful accounts	6,199,000	5,328,000
Depreciation and amortization	483,026,000	536,938,000
Amortization/write-off of deferred finance costs	8,887,000	10,231,000
Accretion/write-off of debt market rate adjustments	13,305,000	13,040,000
Amortization of intangibles other than in-place leases	50,560,000	57,990,000
Straight-line rent amortization	(22,776,000)	(37,530,000)
Deferred income taxes	(36,244,000)	(4,289,000)
Gain (Loss) Related to Litigation Settlement	0	(17,854,000)
Gain (Loss) on Disposition of Assets	(13,635,000)	(129,757,000)
Unconsolidated Real Estate Affiliates - gain on investments	(320,950,000)	0
Gain from changes in control of investment properties and other	(622,412,000)	0
Gain on extinguishment of debt	0	(66,679,000)
Loss on foreign currency	46,540,000	7,017,000
Net changes:
Accounts and notes receivable	(20,925,000)	(1,365,000)
Prepaid expenses and other assets	(11,287,000)	(8,904,000)
Deferred expenses	(29,503,000)	(12,132,000)
Restricted cash	1,185,000	(4,526,000)
Accounts payable and accrued expenses	6,624,000	22,916,000
Other, net	24,782,000	19,713,000
Net cash provided by operating activities	766,992,000	806,398,000
Cash Flows used in Investing Activities:
Acquisition of real estate and property additions	(342,055,000)	(407,067,000)
Development of real estate and property improvements	(509,916,000)	(453,718,000)
Payments for Deposits on Real Estate Acquisitions	(134,552,000)	(99,095,000)
Proceeds from sales of investment properties	1,092,003,000	274,242,000
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	120,981,000	364,966,000
Loans to joint venture partners	(271,219,000)	(100,899,000)
Payments to Acquire Investments	(33,300,000)	0
Decrease in restricted cash	(27,238,000)	3,727,000
Net cash used in investing activities	(105,296,000)	(417,844,000)
Proceeds from Issuance of Debtor in Possession Financing	1,297,440,000	1,886,636,000
Cash Flows used in Financing Activities:
Principal payments on mortgages, notes and loans payable	(1,575,138,000)	(1,595,058,000)
Deferred finance costs	(2,138,000)	(12,930,000)
Treasury stock purchases	(100,599,000)	(555,801,000)
Payment of Distributions to Noncontrolling Interests	(53,888,000)	(3,454,000)
Cash distributions paid to common stockholders	(451,714,000)	(392,699,000)
Cash distributions paid to Preferred Stockholders	(11,952,000)	(11,952,000)
Cash redemptions paid to holders of common units	(1,471,000)	0
Other, net	25,963,000	(991,000)
Net cash used in financing activities	(873,497,000)	(686,249,000)
Net change in cash and cash equivalents	(211,801,000)	(297,695,000)
Cash and cash equivalents at beginning of period	372,471,000	577,271,000
Cash and cash equivalents at end of period	160,670,000	279,576,000
Supplemental Disclosure of Cash Flow Information:
Interest paid	456,196,000	518,773,000
Interest capitalized	10,270,000	12,718,000
Income taxes paid	9,323,000	8,486,000
Accrued capital expenditures included in accounts payable and accrued expenses	145,802,000	89,720,000
Non-Cash Sale of Property
Assets	0	21,426,000
Liabilities and equity	0	(21,426,000)
Treasury Stock [Member]
Treasury Stock, Value, Acquired, Cost Method	$ 2,198,000	$ 0

ORGANIZATION

ORGANIZATION	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Readers of this Quarterly Report should refer to the Company’s (as defined below) audited consolidated financial statements for the year ended December 31, 2014 which are included in the Company’s Annual Report on Form 10-K (our “Annual Report”) for the fiscal year ended December 31, 2014 (Commission File No. 1-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report. General General Growth Properties, Inc. (“GGP” or the “Company”), a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a “REIT”. In these notes, the terms “we,” “us” and “our” refer to GGP and its subsidiaries. GGP, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of September 30, 2015 , we are the owner, either entirely or with joint venture partners, of 131 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, the “Operating Partnerships"), subsidiaries of GGP. The Operating Partnerships own an interest in the properties that are part of the consolidated financial statements of GGP. As of September 30, 2015 , 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% is 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. 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 10 ). GGPOP has full value long term incentive plan units and appreciation only long term incentive plan units (collectively “LTIP Units”), which are redeemable for cash or, at our option, shares of GGP common stock ( Note 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 GGP 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.”

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. Our portfolio 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. Our operating properties have similar economic characteristics and provide similar products and services to our tenants.There are no individual operating segments that are greater than 10% of combined revenue, Company NOI, or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company’s operating properties are aggregated into a single reportable segment. Reclassifications Certain prior period amounts related to gains on extinguishment of debt that were previously presented as a distinct component of discontinued operations within the Consolidated Statements of Comprehensive Income have been collapsed within discontinued operations for all periods presented. 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 20 - 45 years. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 10 - 45 Equipment and fixtures 3 - 20 Tenant improvements Shorter of useful life or applicable lease term Acquisitions of Operating Properties Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. Gross Asset Accumulated Amortization Net Carrying Amount As of September 30, 2015 Tenant leases: In-place value $ 434,593 $ (271,572 ) $ 163,021 As of December 31, 2014 Tenant leases: In-place value $ 608,840 $ (362,531 ) $ 246,309 The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets ( Note 14 ). The below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses ( Note 15 ) in our Consolidated Balance Sheets. Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , had the following effects on our Income from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amortization/accretion effect on continuing operations $ (33,336 ) $ (46,691 ) $ (111,224 ) $ (151,711 ) Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , is estimated to decrease results from continuing operations as follows: Year Amount 2015 Remaining $ 26,349 2016 90,716 2017 67,885 2018 43,558 2019 25,860 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 (loss). 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. Revenue Recognition and Related Matters Minimum rents are recognized on a straight-line basis over the terms of the related operating leases, including the effect of any free rent periods. Minimum rents also include lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as, accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the Effective Date. 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) the Company’s receivable is not subject to future subordination, and (4) the Company has transferred to the buyer the risks and rewards of ownership and does 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, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. Management Fees and Other Corporate Revenues Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 6 . The following table summarizes the management fees from affiliates and our share of the management fee expense: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Management fees from affiliates $ 19,496 $ 17,355 $ 65,313 $ 51,759 Management fee expense (7,640 ) (6,555 ) (22,575 ) (19,805 ) Net management fees from affiliates $ 11,856 $ 10,800 $ 42,738 $ 31,954 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 and 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 occur until the sale is finalized. However, GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects. Impairment charges are recorded in the Consolidated Statements of Comprehensive Income when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition. No provisions for impairment were recognized for the three and nine months ended September 30, 2015 and 2014 . Investment in Unconsolidated Real Estate Affiliates A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. During the three and nine months ended September 30, 2015 , we recorded a $3.2 million impairment charge in equity in income from Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income. This impairment charge relates to our investment in a single property venture where we concluded that our investment was other-than-temporarily impaired due to the Company receiving a purchase offer for its investment at a price less than the carrying value. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and nine months ended September 30, 2014 . Fair Value Measurements ( Note 5 ) The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 5 also includes a discussion of available-for-sale securities measured at fair value on a recurring basis using Level 1 inputs. Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs. 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 has been 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. We are currently evaluating the impact of the adoption of this pronouncement on our consolidated financial statements. Effective January 1, 2016, companies will be 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. The adoption of this pronouncement will result in the reclassification of unamortized capitalized loan fees from other assets to a direct reduction of the Company’s indebtedness on the consolidated balance sheets. Effective January 1, 2018, companies will be required to apply a five-step model in accounting for revenue arising from contracts with customers. 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 is evaluating the potential impact of this pronouncement on its consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, 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.

ACQUISITIONS AND JOINT VENTURE

ACQUISITIONS AND JOINT VENTURE ACTIVITY	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
ACQUISITIONS AND JOINT VENTURE ACTIVITY	ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY On July 7, 2015, we 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 spinoff of Sears Holdings Corporation. This investment is classified as an available-for-sale security with changes in fair value recognized in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. As of September 30, 2015, Seritage Growth Properties common stock traded at $37.25 per share resulting in unrealized gains of $8.6 million included in other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 . On April 27, 2015, we sold the office portion of 200 Lafayette in New York, New York for a gross purchase price of approximately $124.5 million . This transaction resulted in a gain on sale of $11.9 million recognized in gain from changes in control of investment properties and other on our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 . On April 17, 2015, we and our joint venture partners acquired the Crown Building located at 730 Fifth Avenue in New York, New York for a purchase price of $1.78 billion , which was funded with $1.25 billion of secured debt. We have 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. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower which is $475.0 million of the purchase price. The office tower will be redeveloped into luxury residential condominiums. Our share of the retail property purchase price is $650.0 million , and our share of the equity is $208.5 million . In connection with the acquisition, we provided $204.3 million in loans to our joint venture partners. On April 1, 2015 we acquired a 50% interest in a joint venture to own 85 Fifth Avenue in New York, New York. The total purchase price was $86.0 million which was funded with $60.0 million of secured debt. GGP’s share of the equity is $14.0 million . In connection with the acquisition, we provided a $7.0 million loan to our joint venture partner. 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. 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 Sheet. 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 receive the remaining proceeds of $237.0 million in late 2016 upon completion of the redevelopment and expansion. 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 receive the remaining proceeds of $118.5 million in late 2016 upon completion of the redevelopment and expansion. 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 nine months ended September 30, 2015 , we recognized an additional $26.3 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through September 30, 2015 . We will recognize an additional $38.0 million gain on change 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 $13.5 million and $610.7 million on our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 , respectively, as a result of this transaction. Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the nine months ended September 30, 2015 , we recognized an additional $9.5 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through September 30, 2015 . We will recognize an additional $19.0 million gain in Unconsolidated Real Estate Affiliates - gain on investment through substantial completion of construction. In total, we recorded a gain in Unconsolidated Real Estate Affiliates - gain on investment of $6.6 million and $304.4 million on our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 , respectively, as a result of this transaction. We account for the 62.5% interest in the joint venture that owns Ala Moana Center under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis. The table below summarizes the gain calculation ($ in millions) for the 25% and 12.5% interests sold: Gain on Sale of Interests in Ala Moana Center 25.0% 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 debt 462.5 231.3 Total consideration 1,362.7 682.3 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 other 648.7 — Total Unconsolidated Real Estate Affiliates - gain on investment — 324.4 Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing 584.4 295.9 Gain attributable to post-sale development activities through September 30, 2015 26.3 9.5 Estimated future gain from changes in control of investment properties and other 38.0 — Estimated future Unconsolidated Real Estate Affiliates - gain on investment $ — $ 19.0

DISCONTINUED OPERATIONS AND GAI

DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES	9 Months Ended
	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES	DISCONTINUED OPERATIONS AND GAINS ON DISPOSITIONS OF OPERATING PROPERTIES In the first quarter of 2015, the Company adopted Accounting Standards Update (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 sales would not be reflected within discontinued operations in the Company’s Consolidated Statements of Comprehensive Income. The Company did not have any dispositions during the nine months ended September 30, 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 three and nine months ended September 30, 2014 . Three Months Ended September 30, Nine Months Ended September 30, 2014 2014 Retail and other revenue $ 5,519 $ 24,004 Retail and other operating expenses 3,971 14,603 Operating income 1,548 9,401 Interest expense, net (328 ) (2,188 ) Gains on dispositions 7,602 129,757 Net income from operations 8,822 136,970 Gain on debt extinguishment — 66,679 Net income from discontinued operations $ 8,822 $ 203,649

UNCONSOLIDATED REAL ESTATE AFFI

UNCONSOLIDATED REAL ESTATE AFFILIATES	9 Months Ended
	Sep. 30, 2015
UNCONSOLIDATED REAL ESTATE AFFILIATES
UNCONSOLIDATED REAL ESTATE AFFILIATES	UNCONSOLIDATED REAL ESTATE AFFILIATES The following is summarized financial information for all of our Unconsolidated Real Estate Affiliates. September 30, 2015 December 31, 2014 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1) Assets: Land $ 1,748,898 $ 1,152,485 Buildings and equipment 12,145,655 10,009,490 Less accumulated depreciation (3,035,579 ) (2,591,347 ) Construction in progress 991,755 125,931 Net property and equipment 11,850,729 8,696,559 Investment in unconsolidated joint ventures 416,989 16,462 Net investment in real estate 12,267,718 8,713,021 Cash and cash equivalents 403,150 308,621 Accounts and notes receivable, net 234,159 203,511 Deferred expenses, net 335,671 281,835 Prepaid expenses and other assets 670,233 594,257 Total assets $ 13,910,931 $ 10,101,245 Liabilities and Owners’ Equity: \ Mortgages, notes and loans payable $ 9,795,210 $ 7,945,828 Accounts payable, accrued expenses and other liabilities 691,263 418,995 Cumulative effect of foreign currency translation (“CFCT”) (68,858 ) (35,238 ) Owners’ equity, excluding CFCT 3,493,316 1,771,660 Total liabilities and owners’ equity $ 13,910,931 $ 10,101,245 Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: Owners’ equity $ 3,424,458 $ 1,736,422 Less: joint venture partners’ equity (1,785,634 ) (861,515 ) Plus: excess investment/basis differences 1,813,723 1,694,257 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,452,547 $ 2,569,164 Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates $ 3,490,157 $ 2,604,762 Liability - Investment in Unconsolidated Real Estate Affiliates (37,610 ) (35,598 ) Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,452,547 $ 2,569,164 (1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Ala Moana Center as of September 30, 2015 as the property was contributed into a joint venture during the first quarter of 2015. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 264,333 $ 204,661 $ 742,168 $ 601,778 Tenant recoveries 113,624 90,087 321,755 264,679 Overage rents 7,602 6,303 19,270 15,401 Other 11,006 7,910 36,061 26,985 Total revenues 396,565 308,961 1,119,254 908,843 Expenses: Real estate taxes 33,080 27,468 93,754 82,060 Property maintenance costs 9,373 8,469 32,316 28,271 Marketing 4,477 2,873 12,518 9,663 Other property operating costs 53,961 45,532 152,290 128,250 Provision for doubtful accounts 172 1,119 4,436 2,162 Property management and other costs (2) 15,859 13,929 46,731 42,051 General and administrative 952 2,299 9,415 8,109 Depreciation and amortization 99,475 81,148 293,387 233,674 Total expenses 217,349 182,837 644,847 534,240 Operating income 179,216 126,124 474,407 374,603 Interest income 1,837 1,449 5,399 4,297 Interest expense (100,766 ) (82,683 ) (294,132 ) (228,693 ) Provision for income taxes (242 ) (341 ) (606 ) (619 ) Equity in loss of unconsolidated joint ventures (13,252 ) — (22,466 ) — Income from continuing operations 66,793 44,549 162,602 149,588 Net income from disposed investment — 485 — 1,263 Allocation to noncontrolling interests (18 ) (14 ) (35 ) (31 ) Net income attributable to the ventures $ 66,775 $ 45,020 $ 162,567 $ 150,820 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 66,775 $ 45,020 $ 162,567 $ 150,820 Joint venture partners’ share of income (31,676 ) (24,628 ) (78,240 ) (82,851 ) Amortization of capital or basis differences (3) (18,515 ) (13,001 ) (43,212 ) (34,101 ) Equity in income of Unconsolidated Real Estate Affiliates $ 16,584 $ 7,391 $ 41,115 $ 33,868 (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. (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 ( Note 2 ). The Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures that are not consolidated. We hold interests in 26 domestic joint ventures, comprising 42 U.S. retail properties and one strip/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. As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method. 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 conjunction with the closing of AMX, GGP agreed to sell the air rights above the parking podium to AMX for $50 million . GGP received a $25 million payment in the third quarter of 2015 and will receive the remaining $25 million in the fourth quarter of 2015 once the reconstruction of the parking podium is completed and the space is ready for the condo building construction. On January 29, 2015, we sold our interest in a joint venture that owns Trails Village, which resulted in our recognition of 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. On April 10, 2015, we sold a 12.5% interest in Ala Moana Center, which resulted in our recognition of a gain of $305.4 million ( Note 3 ). The $305.4 million is recognized within Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income. On September 24, 2015, we sold our interest in a joint venture that owns Lake Mead & Buffalo, which resulted 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. 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 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 $5.0 billion as of September 30, 2015 and $3.9 billion as of December 31, 2014 , 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 $88.3 million at one property as of September 30, 2015 , and $89.3 million as of December 31, 2014 . We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of September 30, 2015 , we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

MORTGAGES, NOTES AND LOANS PAYA

MORTGAGES, NOTES AND LOANS PAYABLE	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
MORTGAGES, NOTES AND LOANS PAYABLE	MORTGAGES, NOTES AND LOANS PAYABLE Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows: September 30, 2015 (1) Weighted-Average Interest Rate (2) December 31, 2014 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable (4) $ 11,768,328 4.44 % $ 13,600,337 4.52 % Corporate and other unsecured loans 1,776 4.41 % 6,599 4.41 % Total fixed-rate debt 11,770,104 4.44 % 13,606,936 4.52 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 1,995,446 2.02 % 2,291,353 2.00 % Revolving credit facility 250,000 1.77 % 100,000 1.73 % Total variable-rate debt 2,245,446 1.99 % 2,391,353 1.99 % Total Mortgages, notes and loans payable $ 14,015,550 4.05 % $ 15,998,289 4.14 % Junior subordinated notes $ 206,200 1.75 % $ 206,200 1.68 % (1) Includes $33.2 million of market rate adjustments, net. (2) Represents the weighted-average interest rates on our contractual principal balances. (3) Includes $19.9 million of market rate adjustments, net. (4) $99.5 million of the fixed-rate balance and $1.4 billion of the variable-rate balance is cross-collateralized. Collateralized Mortgages, Notes and Loans Payable As of September 30, 2015 , $17.9 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.5 billion of debt, are cross-collateralized with other properties. Although a majority of the $13.8 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $1.7 billion of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. During the nine months ended September 30, 2015 , we refinanced consolidated mortgage notes totaling $710.0 million at four properties and generated net proceeds of $240.9 million . The prior loans totaling $469.1 million had a weighted-average term-to-maturity of 1.3 years , and a weighted-average interest rate of 5.6% . The new loans have a weighted-average term-to-maturity of 11.0 years , and a weighted-average interest rate of 3.8% . In addition, we paid down $594.3 million of consolidated mortgage notes at five properties. The prior loans had a weighted-average term-to-maturity of 1.5 years , and a weighted-average interest rate of 5.3% . Corporate and Other Unsecured Loans We have certain unsecured debt obligations, the terms of which are described below: September 30, 2015 (2) Weighted-Average Interest Rate December 31, 2014 (2) Weighted-Average Interest Rate Unsecured debt: HHC Note (1) $ 1,712 4.41 % $ 6,735 4.41 % Revolving credit facility 250,000 1.77 % 100,000 1.73 % Total unsecured debt $ 251,712 1.79 % $ 106,735 1.90 % (1) Matures in December 2015. (2) Excludes minimal market rate discounts 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 revolving credit facility (the “Facility”) as amended on October 23, 2013, 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 2018 and is unsecured. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 132.5 to 195 basis points, which is determined by the Company’s leverage level. The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt-to-value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of September 30, 2015 . As of September 30, 2015 , $250.0 million was outstanding on the Facility. Junior Subordinated Notes GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPN, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006. The Trust also issued $6.2 million of Common Securities to GGPOP. The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior subordinated notes of GGPOP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45% . Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior subordinated notes. The Junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust currently is a wholly-owned subsidiary of GGPN, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 . Letters of Credit and Surety Bonds We had outstanding letters of credit and surety bonds of $75.7 million as of September 30, 2015 and $49.1 million as of December 31, 2014 . These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of September 30, 2015 .

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES We have elected to be taxed as a REIT under the Internal Revenue Code. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable ordinary income. In addition, the Company is required to meet certain asset and income tests. As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income and capital gains. We are currently statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2012 through 2014 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2011 through 2014. During the quarter ended September 30, 2015, all of the Company’s unrecognized tax benefits were recognized due to the expiration of the statute of limitations.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2015
WARRANTS
WARRANTS	WARRANTS Brookfield owns 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, has a term of seven years and expires on November 9, 2017. Below is a summary of Warrants that were originally issued and are still outstanding. Initial Warrant Holder Number of Warrants Initial Exercise Price Brookfield - A 57,500,000 $ 10.75 Brookfield - B 16,430,000 10.50 73,930,000 The exercise prices of the Warrants are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events. In accordance with the agreement, these calculations adjust both the exercise price and the number of shares issuable for the originally issued 73,930,000 Warrants. During 2014 and 2015 , 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 Brookfield has the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 69 million shares of common stock) or net share settle. The remaining 16,430,000 Warrants owned or managed by Brookfield must be net share settled. As of September 30, 2015 , the Warrants are exercisable into approximately 58 million common shares of the Company, at a weighted-average exercise price of approximately $8.94 per share. Due to their ownership of Warrants, Brookfield’s potential ownership of the Company may change as a result of payments of dividends and changes in our stock price.

EQUITY AND REDEEMABLE NONCONTRO

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS	EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS Allocation to Noncontrolling Interests Noncontrolling interests consists of the redeemable interests related to GGPOP Common, Preferred and LTIP Units and the noncontrolling interest in our consolidated joint ventures. The following table reflects the activity included in the allocation to noncontrolling interests. Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Distributions to preferred GGPOP units $ (2,228 ) $ (2,232 ) $ (6,693 ) $ (6,697 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units) (692 ) (412 ) (6,414 ) (2,049 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units) (325 ) — (2,118 ) — Net income allocated to noncontrolling interest in consolidated real estate affiliates (269 ) (147 ) (1,222 ) (1,262 ) Allocation to noncontrolling interests (3,514 ) (2,791 ) (16,447 ) (10,008 ) Other comprehensive (income) loss allocated to noncontrolling interests 80 (113 ) 287 33 Comprehensive income allocated to noncontrolling interests $ (3,434 ) $ (2,904 ) $ (16,160 ) $ (9,975 ) Redeemable Noncontrolling Interests The noncontrolling interest related to the Common, Preferred, and LTIP Units of GGPOP are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity. The Common and Preferred Units of GGPOP are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their redemption value (i.e. fair value) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at Net income (loss) attributable to General Growth Properties, Inc. The common redeemable noncontrolling interests have been recorded at fair value for all periods presented. One tranche of preferred redeemable noncontrolling interests has been recorded at fair value, while the other tranches of preferred redeemable noncontrolling interests have been recorded at carrying value. Generally, the holders of the Common Units share in any distributions by GGPOP with our common stockholders. However, the GGPOP operating partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax. Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions. If the holders had requested redemption of the Common and Preferred Units as of September 30, 2015 , the aggregate amount of cash we would have paid would have been $123.8 million and $154.6 million , respectively. GGPOP issued Preferred Units that are convertible into Common Units of GGPOP at the rates below (subject to adjustment). The holder may convert the Preferred Units into Common Units of GGPOP at any time, subject to certain restrictions. The Common Units are convertible into common stock at approximately a one -to- one ratio at the current stock price. Number of Common Units for each Preferred Unit Number of Contractual Preferred Units Outstanding as of September 30, 2015 Converted Basis to Common Units Outstanding as of September 30, 2015 Conversion Price Redemption Value (1) Series B 3.00000 1,268,957 3,806,871 $ 16.66670 $ 102,796 Series D 1.50821 532,750 803,498 33.15188 26,637 Series E 1.29836 502,658 652,631 38.51000 25,133 $ 154,566 (1) The conversion price of Series B preferred units is lower than the GGP September 30, 2015 closing common stock price of $25.97 ; therefore, the September 30, 2015 common stock price of $25.97 , and an additional conversion rate of 1.0397624 shares is used to calculate the Series B redemption value. The following table reflects the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2015 , and 2014 . Balance at January 1, 2014 $ 228,902 Net income 2,049 Distributions (2,223 ) Other comprehensive loss (33 ) Fair value adjustment for noncontrolling interests in Operating Partnership 30,920 Balance at September 30, 2014 $ 259,615 Balance at January 1, 2015 $ 299,296 Net income 6,414 Distributions (3,235 ) Redemption of GGPOP units (1,471 ) Other comprehensive loss (287 ) Fair value adjustment for noncontrolling interests in Operating Partnership (22,339 ) Balance at September 30, 2015 $ 278,378 Common Stock Dividend Our Board of Directors declared common 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 $ 0.19 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 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 four th 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, 17,658 shares were issued during the nine months ended September 30, 2015 and 17,467 shares were issued during the nine months ended September 30, 2014 . Common Stock Purchase In June 2015, we entered into transactions to purchase 650,000 shares of our common stock on multiple exchanges through the open market at a weighted average price of $26.00 per share. During the three months ended September 30, 2015 we entered into transactions to purchase an additional 3,403,620 shares of our common stock on multiple exchanges through the open market at a weighted average price of $25.24 per share. In total, we acquired 4,053,620 shares of our common stock for a total purchase price of $102.8 million plus commissions. With the exception of 89,945 shares purchased for $24.86 per share, these shares were retired in the three months ended September 30, 2015 . The 89,945 shares were part of our treasury stock as of September 30, 2015 . During October 2015 we retired the remaining 89,945 shares. 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 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 Accumulated Other Comprehensive Loss The following table reflects the activity of the components of accumulated other comprehensive loss for the nine months ended September 30, 2015 , and 2014 : Net unrealized gains (losses) on financial instruments Foreign currency translation Unrealized gains on available-for-sale securities Total Balance at January 1, 2014 $ 124 $ (38,297 ) $ — $ (38,173 ) Other comprehensive income (loss) (26 ) (5,091 ) — (5,117 ) Balance at September 30, 2014 $ 98 $ (43,388 ) $ — $ (43,290 ) Balance at January 1, 2015 $ 70 $ (51,823 ) $ — $ (51,753 ) Other comprehensive income (loss) 15 (34,271 ) 8,572 (25,684 ) Balance at September 30, 2015 $ 85 $ (86,094 ) $ 8,572 $ (77,437 )

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHARE Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of the Warrants and the dilutive effect of options and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), are computed using the “treasury” method. Information related to our EPS calculations is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerators - Basic and Diluted: Income from continuing operations $ 127,366 $ 68,577 $ 1,196,968 $ 182,731 Preferred Stock dividends (3,984 ) (3,984 ) (11,952 ) (11,952 ) Allocation to noncontrolling interests (3,514 ) (2,741 ) (16,447 ) (8,916 ) Income from continuing operations - attributable to common stockholders 119,868 61,852 1,168,569 161,863 Discontinued operations — 8,822 — 203,649 Allocation to noncontrolling interests — (50 ) — (1,092 ) Discontinued operations - net of noncontrolling interests — 8,772 — 202,557 Net income 127,366 77,399 1,196,968 386,380 Preferred Stock dividends (3,984 ) (3,984 ) (11,952 ) (11,952 ) Allocation to noncontrolling interests (3,514 ) (2,791 ) (16,447 ) (10,008 ) Net income attributable to common stockholders $ 119,868 $ 70,624 $ 1,168,569 $ 364,420 Denominators: Weighted-average number of common shares outstanding - basic 884,640 883,898 885,437 887,927 Effect of dilutive securities 64,421 59,025 66,546 55,988 Weighted-average number of common shares outstanding - diluted 949,061 942,923 951,983 943,915 Anti-dilutive Securities: Effect of Preferred Units 5,472 5,506 5,472 5,506 Effect of Common Units 4,770 4,834 4,788 4,834 Effect of LTIP Units 1,725 — 1,572 — Weighted-average number of anti-dilutive securities 11,967 10,340 11,832 10,340 For the three and nine months ended September 30, 2015 and 2014 , dilutive options and dilutive shares related to the Warrants are included in the denominator of EPS. Outstanding Common Units and LTIP Units have been excluded from the diluted EPS calculation for all periods presented because including such units would also require that the share of GGPOP income attributable to such units be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Unit dividend be added back to the net income, resulting in them being anti-dilutive. GGP owned 56,059,335 and 55,969,390 shares of treasury stock as of September 30, 2015 and September 30, 2014 respectively. 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.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION PLANS	STOCK-BASED COMPENSATION PLANS The General Growth Properties, Inc. 2010 Equity Plan (the ‘‘Equity Plan’’) reserved for issuance of 4% of outstanding shares on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the ‘‘Awards’’). Directors, officers and other employees of GGP’s and its subsidiaries and affiliates are eligible for the Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of GGP’s common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years . On November 12, 2014, the Company’s Equity Plan was amended to allow for the grant of LTIP Units to certain officers, directors, and employees of the Company as an alternative to the Company’s stock options or restricted stock. LTIP Units are classes of partnership interests that under certain conditions, including vesting, are convertible by the holder into Common Units, which are redeemable by the holder for Common Shares on a one-to-one ratio (subject to adjustment for changes to GGP’s capital structure) or for the cash value of such shares at the option of the Company. Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2015 , and 2014 is summarized in the following table in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock options - Property management and other costs $ 1,797 $ 1,746 $ 5,489 $ 5,743 Stock options - General and administrative 2,734 3,626 8,274 11,896 Restricted stock - Property management and other costs 760 373 2,302 1,241 Restricted stock - General and administrative 153 279 464 834 LTIP Units - Property management and other costs 224 — 829 — LTIP Units - General and administrative 2,512 — 7,490 — Total $ 8,180 $ 6,024 $ 24,848 $ 19,714 The following tables summarize stock option and LTIP Unit activity for the Equity Plan for GGP for the nine months ended September 30, 2015 , and 2014 : 2015 2014 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 19,744,224 $ 17.36 21,565,281 $ 17.28 Granted 267,253 29.15 50,000 22.41 Exercised (1,216,723 ) 16.62 (334,216 ) 14.74 Forfeited (333,122 ) 19.61 (316,243 ) 19.00 Expired (11,507 ) 16.89 (10,840 ) 14.33 Stock options Outstanding at September 30, 18,450,125 $ 17.54 20,953,982 $ 17.31 2015 2014 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price LTIP Units Outstanding at January 1, — $ — — $ — Granted 1,758,396 29.33 — — Exercised — — — — Forfeited (19,166 ) 29.15 — — Expired — — — — LTIP Units Outstanding at September 30, 1,739,230 $ 29.33 — $ — There was no significant restricted stock activity for the nine months ended September 30, 2015 and 2014 .

ACCOUNTS AND NOTES RECEIVABLE,

ACCOUNTS AND NOTES RECEIVABLE, NET	9 Months Ended
	Sep. 30, 2015
Receivables [Abstract]
ACCOUNTS AND NOTES RECEIVABLE, NET	ACCOUNTS AND NOTES RECEIVABLE, NET The following table summarizes the significant components of Accounts and notes receivable, net. September 30, 2015 December 31, 2014 Trade receivables $ 107,795 $ 124,698 Notes receivable 551,496 320,881 Straight-line rent receivable 233,975 230,172 Other accounts receivable 3,434 3,638 Total accounts and notes receivable 896,700 679,389 Provision for doubtful accounts (15,136 ) (15,621 ) Total accounts and notes receivable, net $ 881,564 $ 663,768 On September 17, 2015, we entered into a promissory note with our joint venture partner, Ashkenazy Holding Co., LLC ("AHC"), in which we lent $40.4 million that bears interest at 6% per annum. The note is collateralized by AHC's equity in Miami Design District Associates, which is part of the AACMDD Group, LLC joint venture. We have an option through August 15, 2016 to purchase the collateral in exchange for cancellation of the note. If the option is exercised, all amounts previously paid by AHC must be repaid to AHC. On June 30, 2015, we entered into a promissory note with our joint venture partner MKB, 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. As of September 30, 2015 , there was $19.6 million outstanding on this loan. Construction financing closed during the third quarter of 2015. Notes receivable includes $204.3 million of notes receivables from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York (Note 3). The first note was issued for $104.3 million , 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% subject to terms and conditions in the loan agreement and matures on April 17, 2025. Also included in notes receivable is $99.3 million and $45.4 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% respectively. Interest is compounded quarterly with accrued but unpaid interest increasing the loan balance. The notes are 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 $89.6 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.

PREPAID EXPENSES AND OTHER ASSE

PREPAID EXPENSES AND OTHER ASSETS	9 Months Ended
	Sep. 30, 2015
Prepaid Expense and Other Assets [Abstract]
PREPAID EXPENSES AND OTHER ASSETS	PREPAID EXPENSES AND OTHER ASSETS The following table summarizes the significant components of Prepaid expenses and other assets. September 30, 2015 December 31, 2014 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 669,439 $ (416,312 ) $ 253,127 $ 870,103 $ (498,016 ) $ 372,087 Below-market ground leases, net 119,545 (10,238 ) 109,307 119,866 (8,906 ) 110,960 Real estate tax stabilization agreement, net 111,506 (30,880 ) 80,626 111,506 (26,146 ) 85,360 Total intangible assets $ 900,490 $ (457,430 ) $ 443,060 $ 1,101,475 $ (533,068 ) $ 568,407 Remaining prepaid expenses and other assets: Security and escrow deposits 83,468 93,676 Prepaid expenses 49,900 76,306 Other non-tenant receivables (1) 344,109 28,712 Deferred tax, net of valuation allowances 12,561 4,220 Marketable securities 41,935 — Other 34,450 42,456 Total remaining prepaid expenses and other assets 566,423 245,370 Total prepaid expenses and other assets $ 1,009,483 $ 813,777 (1) Includes receivable due from our joint venture partners due upon completion of the redevelopment at Ala Moana.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2015
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the significant components of Accounts payable and accrued expenses. September 30, 2015 December 31, 2014 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 384,456 (207,996 ) $ 176,460 502,919 (259,390 ) $ 243,529 Above-market headquarters office leases, net 15,268 (8,170 ) $ 7,098 15,268 (6,867 ) $ 8,401 Above-market ground leases, net 9,127 (1,798 ) $ 7,329 9,127 (1,522 ) $ 7,605 Total intangible liabilities $ 408,851 $ (217,964 ) $ 190,887 $ 527,314 $ (267,779 ) $ 259,535 Remaining Accounts payable and accrued expenses: Accrued interest 45,467 54,332 Accounts payable and accrued expenses 75,852 82,292 Accrued real estate taxes 99,023 85,910 Deferred gains/income 119,261 114,968 Accrued payroll and other employee liabilities 54,270 55,059 Construction payable 145,802 198,471 Tenant and other deposits 12,552 21,423 Insurance reserve liability 17,233 16,509 Capital lease obligations 11,553 12,066 Conditional asset retirement obligation liability 7,645 10,135 Uncertain tax position liability — 6,663 Other 20,703 17,534 Total remaining Accounts payable and accrued expenses 609,361 675,362 Total Accounts payable and accrued expenses $ 800,248 $ 934,897

LITIGATION

LITIGATION	9 Months Ended
	Sep. 30, 2015
LITIGATION
LITIGATION	LITIGATION In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have been straight-lined over the term of the lease, to the extent applicable. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Dollars in thousands) Contractual rent expense, including participation rent $ 2,276 $ 3,528 $ 6,609 $ 9,981 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,687 2,371 4,829 6,513

SUBSEQUENT EVENTS (Notes)

SUBSEQUENT EVENTS (Notes)	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On October 30, 2015, the Company amended its corporate credit facility. Among other things, the amendment reduces the drawn spread depending on the Company's leverage level and extends the maturity date to October 30, 2020.

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. Our portfolio 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. Our operating properties have similar economic characteristics and provide similar products and services to our tenants.There are no individual operating segments that are greater than 10% of combined revenue, Company NOI, or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company’s operating properties are aggregated into a single reportable segment. Reclassifications Certain prior period amounts related to gains on extinguishment of debt that were previously presented as a distinct component of discontinued operations within the Consolidated Statements of Comprehensive Income have been collapsed within discontinued operations for all periods presented.
Properties	Properties Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 20 - 45 years. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 10 - 45 Equipment and fixtures 3 - 20 Tenant improvements Shorter of useful life or applicable lease term
Acquisitions of Operating Properties	Acquisitions of Operating Properties Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. Gross Asset Accumulated Amortization Net Carrying Amount As of September 30, 2015 Tenant leases: In-place value $ 434,593 $ (271,572 ) $ 163,021 As of December 31, 2014 Tenant leases: In-place value $ 608,840 $ (362,531 ) $ 246,309 The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets ( Note 14 ). The below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses ( Note 15 ) in our Consolidated Balance Sheets. Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , had the following effects on our Income from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amortization/accretion effect on continuing operations $ (33,336 ) $ (46,691 ) $ (111,224 ) $ (151,711 ) Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , is estimated to decrease results from continuing operations as follows: Year Amount 2015 Remaining $ 26,349 2016 90,716 2017 67,885 2018 43,558 2019 25,860
Management Fees and Other Corporate Revenues	Management Fees and Other Corporate Revenues Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 6 . The following table summarizes the management fees from affiliates and our share of the management fee expense: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Management fees from affiliates $ 19,496 $ 17,355 $ 65,313 $ 51,759 Management fee expense (7,640 ) (6,555 ) (22,575 ) (19,805 ) Net management fees from affiliates $ 11,856 $ 10,800 $ 42,738 $ 31,954
Impairment	Impairment Operating properties We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities and 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 occur until the sale is finalized. However, GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects. Impairment charges are recorded in the Consolidated Statements of Comprehensive Income when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition. No provisions for impairment were recognized for the three and nine months ended September 30, 2015 and 2014 . Investment in Unconsolidated Real Estate Affiliates A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. During the three and nine months ended September 30, 2015 , we recorded a $3.2 million impairment charge in equity in income from Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income. This impairment charge relates to our investment in a single property venture where we concluded that our investment was other-than-temporarily impaired due to the Company receiving a purchase offer for its investment at a price less than the carrying value. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and nine months ended September 30, 2014 .
Fair Value Measurements	Fair Value Measurements ( Note 5 ) The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 5 also includes a discussion of available-for-sale securities measured at fair value on a recurring basis using Level 1 inputs. Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.
Recently Issued Accounting Pronouncements	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 has been 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. We are currently evaluating the impact of the adoption of this pronouncement on our consolidated financial statements. Effective January 1, 2016, companies will be 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. The adoption of this pronouncement will result in the reclassification of unamortized capitalized loan fees from other assets to a direct reduction of the Company’s indebtedness on the consolidated balance sheets. Effective January 1, 2018, companies will be required to apply a five-step model in accounting for revenue arising from contracts with customers. 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 is evaluating the potential impact of this pronouncement on its consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, 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.

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Schedule of estimated useful lives of properties	Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 10 - 45 Equipment and fixtures 3 - 20 Tenant improvements Shorter of useful life or applicable lease term
Schedule of gross asset balances of in-place value of tenant leases	The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. Gross Asset Accumulated Amortization Net Carrying Amount As of September 30, 2015 Tenant leases: In-place value $ 434,593 $ (271,572 ) $ 163,021 As of December 31, 2014 Tenant leases: In-place value $ 608,840 $ (362,531 ) $ 246,309
Schedule of effects of amortization/accretion of all intangibles on Income (loss) from continuing operations	Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , had the following effects on our Income from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amortization/accretion effect on continuing operations $ (33,336 ) $ (46,691 ) $ (111,224 ) $ (151,711 )
Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations	Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , is estimated to decrease results from continuing operations as follows: Year Amount 2015 Remaining $ 26,349 2016 90,716 2017 67,885 2018 43,558 2019 25,860
Summary of management fees from affiliates and entity's share of management fee expense	The following table summarizes the management fees from affiliates and our share of the management fee expense: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Management fees from affiliates $ 19,496 $ 17,355 $ 65,313 $ 51,759 Management fee expense (7,640 ) (6,555 ) (22,575 ) (19,805 ) Net management fees from affiliates $ 11,856 $ 10,800 $ 42,738 $ 31,954

ACQUISITIONS AND JOINT VENTUR27

ACQUISITIONS AND JOINT VENTURE ACTIVITY (Table)	9 Months Ended
	Sep. 30, 2015
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Gain (Loss) on Investments [Table Text Block]	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 Center 25.0% 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 debt 462.5 231.3 Total consideration 1,362.7 682.3 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 other 648.7 — Total Unconsolidated Real Estate Affiliates - gain on investment — 324.4 Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing 584.4 295.9 Gain attributable to post-sale development activities through September 30, 2015 26.3 9.5 Estimated future gain from changes in control of investment properties and other 38.0 — Estimated future Unconsolidated Real Estate Affiliates - gain on investment $ — $ 19.0
ACQUISITIONS AND JOINT VENTURE ACTIVITY	ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY On July 7, 2015, we 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 spinoff of Sears Holdings Corporation. This investment is classified as an available-for-sale security with changes in fair value recognized in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. As of September 30, 2015, Seritage Growth Properties common stock traded at $37.25 per share resulting in unrealized gains of $8.6 million included in other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 . On April 27, 2015, we sold the office portion of 200 Lafayette in New York, New York for a gross purchase price of approximately $124.5 million . This transaction resulted in a gain on sale of $11.9 million recognized in gain from changes in control of investment properties and other on our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 . On April 17, 2015, we and our joint venture partners acquired the Crown Building located at 730 Fifth Avenue in New York, New York for a purchase price of $1.78 billion , which was funded with $1.25 billion of secured debt. We have 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. Vladislav Doronin’s Capital Group and Michael Shvo will own, redevelop, lease and manage the office tower which is $475.0 million of the purchase price. The office tower will be redeveloped into luxury residential condominiums. Our share of the retail property purchase price is $650.0 million , and our share of the equity is $208.5 million . In connection with the acquisition, we provided $204.3 million in loans to our joint venture partners. On April 1, 2015 we acquired a 50% interest in a joint venture to own 85 Fifth Avenue in New York, New York. The total purchase price was $86.0 million which was funded with $60.0 million of secured debt. GGP’s share of the equity is $14.0 million . In connection with the acquisition, we provided a $7.0 million loan to our joint venture partner. 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. 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 Sheet. 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 receive the remaining proceeds of $237.0 million in late 2016 upon completion of the redevelopment and expansion. 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 receive the remaining proceeds of $118.5 million in late 2016 upon completion of the redevelopment and expansion. 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 nine months ended September 30, 2015 , we recognized an additional $26.3 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through September 30, 2015 . We will recognize an additional $38.0 million gain on change 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 $13.5 million and $610.7 million on our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 , respectively, as a result of this transaction. Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the nine months ended September 30, 2015 , we recognized an additional $9.5 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through September 30, 2015 . We will recognize an additional $19.0 million gain in Unconsolidated Real Estate Affiliates - gain on investment through substantial completion of construction. In total, we recorded a gain in Unconsolidated Real Estate Affiliates - gain on investment of $6.6 million and $304.4 million on our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 , respectively, as a result of this transaction. We account for the 62.5% interest in the joint venture that owns Ala Moana Center under the equity method of accounting (Note 6) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis. The table below summarizes the gain calculation ($ in millions) for the 25% and 12.5% interests sold: Gain on Sale of Interests in Ala Moana Center 25.0% 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 debt 462.5 231.3 Total consideration 1,362.7 682.3 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 other 648.7 — Total Unconsolidated Real Estate Affiliates - gain on investment — 324.4 Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing 584.4 295.9 Gain attributable to post-sale development activities through September 30, 2015 26.3 9.5 Estimated future gain from changes in control of investment properties and other 38.0 — Estimated future Unconsolidated Real Estate Affiliates - gain on investment $ — $ 19.0

DISCONTINUED OPERATIONS AND G28

DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Tables)	9 Months Ended
	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Summary of operations of properties included in discontinued operations	Three Months Ended September 30, Nine Months Ended September 30, 2014 2014 Retail and other revenue $ 5,519 $ 24,004 Retail and other operating expenses 3,971 14,603 Operating income 1,548 9,401 Interest expense, net (328 ) (2,188 ) Gains on dispositions 7,602 129,757 Net income from operations 8,822 136,970 Gain on debt extinguishment — 66,679 Net income from discontinued operations $ 8,822 $ 203,649

FAIR VALUE (Tables)

FAIR VALUE (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Disclosures [Text Block]	FAIR VALUE Nonrecurring Fair Value of Operating Properties We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy. Disclosure of Fair Value of Financial Instruments The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management’s estimates of fair value are presented below for our debt as of September 30, 2015 and December 31, 2014 . September 30, 2015 December 31, 2014 Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value Fixed-rate debt $ 11,770,104 $ 12,343,645 $ 13,606,936 $ 14,211,247 Variable-rate debt 2,245,446 2,254,303 2,391,353 2,399,547 $ 14,015,550 $ 14,597,948 $ 15,998,289 $ 16,610,794 (1) Includes market rate adjustments of $33.2 million and $19.9 million as of September 30, 2015 and December 31, 2014 , respectively. The fair value of our Junior Subordinated Notes approximates their carrying amount as of September 30, 2015 and December 31, 2014 . We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“ LIBOR ”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and 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) September 30, 2015 December 31, 2014 Fair Value Cost Basis Unrealized Gain Fair Value Cost Basis Unrealized Gain Marketable securities: Seritage Growth Properties $ 41,935 $ 33,300 $ 8,635 $ — $ — $ —
Fair Value, Option, Quantitative Disclosures [Table Text Block]	Management’s estimates of fair value are presented below for our debt as of September 30, 2015 and December 31, 2014 . September 30, 2015 December 31, 2014 Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value Fixed-rate debt $ 11,770,104 $ 12,343,645 $ 13,606,936 $ 14,211,247 Variable-rate debt 2,245,446 2,254,303 2,391,353 2,399,547 $ 14,015,550 $ 14,597,948 $ 15,998,289 $ 16,610,794 (1) Includes market rate adjustments of $33.2 million and $19.9 million as of September 30, 2015 and December 31, 2014 , respectively.

UNCONSOLIDATED REAL ESTATE AF30

UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)	9 Months Ended
	Sep. 30, 2015
UNCONSOLIDATED REAL ESTATE AFFILIATES
Schedule of summarized financial information for Unconsolidated Real Estate Affiliates	The following is summarized financial information for all of our Unconsolidated Real Estate Affiliates. September 30, 2015 December 31, 2014 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1) Assets: Land $ 1,748,898 $ 1,152,485 Buildings and equipment 12,145,655 10,009,490 Less accumulated depreciation (3,035,579 ) (2,591,347 ) Construction in progress 991,755 125,931 Net property and equipment 11,850,729 8,696,559 Investment in unconsolidated joint ventures 416,989 16,462 Net investment in real estate 12,267,718 8,713,021 Cash and cash equivalents 403,150 308,621 Accounts and notes receivable, net 234,159 203,511 Deferred expenses, net 335,671 281,835 Prepaid expenses and other assets 670,233 594,257 Total assets $ 13,910,931 $ 10,101,245 Liabilities and Owners’ Equity: \ Mortgages, notes and loans payable $ 9,795,210 $ 7,945,828 Accounts payable, accrued expenses and other liabilities 691,263 418,995 Cumulative effect of foreign currency translation (“CFCT”) (68,858 ) (35,238 ) Owners’ equity, excluding CFCT 3,493,316 1,771,660 Total liabilities and owners’ equity $ 13,910,931 $ 10,101,245 Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: Owners’ equity $ 3,424,458 $ 1,736,422 Less: joint venture partners’ equity (1,785,634 ) (861,515 ) Plus: excess investment/basis differences 1,813,723 1,694,257 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,452,547 $ 2,569,164 Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates $ 3,490,157 $ 2,604,762 Liability - Investment in Unconsolidated Real Estate Affiliates (37,610 ) (35,598 ) Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,452,547 $ 2,569,164 (1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Ala Moana Center as of September 30, 2015 as the property was contributed into a joint venture during the first quarter of 2015. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 264,333 $ 204,661 $ 742,168 $ 601,778 Tenant recoveries 113,624 90,087 321,755 264,679 Overage rents 7,602 6,303 19,270 15,401 Other 11,006 7,910 36,061 26,985 Total revenues 396,565 308,961 1,119,254 908,843 Expenses: Real estate taxes 33,080 27,468 93,754 82,060 Property maintenance costs 9,373 8,469 32,316 28,271 Marketing 4,477 2,873 12,518 9,663 Other property operating costs 53,961 45,532 152,290 128,250 Provision for doubtful accounts 172 1,119 4,436 2,162 Property management and other costs (2) 15,859 13,929 46,731 42,051 General and administrative 952 2,299 9,415 8,109 Depreciation and amortization 99,475 81,148 293,387 233,674 Total expenses 217,349 182,837 644,847 534,240 Operating income 179,216 126,124 474,407 374,603 Interest income 1,837 1,449 5,399 4,297 Interest expense (100,766 ) (82,683 ) (294,132 ) (228,693 ) Provision for income taxes (242 ) (341 ) (606 ) (619 ) Equity in loss of unconsolidated joint ventures (13,252 ) — (22,466 ) — Income from continuing operations 66,793 44,549 162,602 149,588 Net income from disposed investment — 485 — 1,263 Allocation to noncontrolling interests (18 ) (14 ) (35 ) (31 ) Net income attributable to the ventures $ 66,775 $ 45,020 $ 162,567 $ 150,820 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 66,775 $ 45,020 $ 162,567 $ 150,820 Joint venture partners’ share of income (31,676 ) (24,628 ) (78,240 ) (82,851 ) Amortization of capital or basis differences (3) (18,515 ) (13,001 ) (43,212 ) (34,101 ) Equity in income of Unconsolidated Real Estate Affiliates $ 16,584 $ 7,391 $ 41,115 $ 33,868 (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. (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 ( Note 2 ).

MORTGAGES, NOTES AND LOANS PA31

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Fair Value, Option, Quantitative Disclosures [Table Text Block]	Management’s estimates of fair value are presented below for our debt as of September 30, 2015 and December 31, 2014 . September 30, 2015 December 31, 2014 Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value Fixed-rate debt $ 11,770,104 $ 12,343,645 $ 13,606,936 $ 14,211,247 Variable-rate debt 2,245,446 2,254,303 2,391,353 2,399,547 $ 14,015,550 $ 14,597,948 $ 15,998,289 $ 16,610,794 (1) Includes market rate adjustments of $33.2 million and $19.9 million as of September 30, 2015 and December 31, 2014 , respectively.
Summary of mortgages, notes and loans payable and weighted average interest rates	Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows: September 30, 2015 (1) Weighted-Average Interest Rate (2) December 31, 2014 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable (4) $ 11,768,328 4.44 % $ 13,600,337 4.52 % Corporate and other unsecured loans 1,776 4.41 % 6,599 4.41 % Total fixed-rate debt 11,770,104 4.44 % 13,606,936 4.52 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 1,995,446 2.02 % 2,291,353 2.00 % Revolving credit facility 250,000 1.77 % 100,000 1.73 % Total variable-rate debt 2,245,446 1.99 % 2,391,353 1.99 % Total Mortgages, notes and loans payable $ 14,015,550 4.05 % $ 15,998,289 4.14 % Junior subordinated notes $ 206,200 1.75 % $ 206,200 1.68 % (1) Includes $33.2 million of market rate adjustments, net. (2) Represents the weighted-average interest rates on our contractual principal balances. (3) Includes $19.9 million of market rate adjustments, net. (4) $99.5 million of the fixed-rate balance and $1.4 billion of the variable-rate balance is cross-collateralized.
Schedule of terms of unsecured debt obligations	We have certain unsecured debt obligations, the terms of which are described below: September 30, 2015 (2) Weighted-Average Interest Rate December 31, 2014 (2) Weighted-Average Interest Rate Unsecured debt: HHC Note (1) $ 1,712 4.41 % $ 6,735 4.41 % Revolving credit facility 250,000 1.77 % 100,000 1.73 % Total unsecured debt $ 251,712 1.79 % $ 106,735 1.90 % (1) Matures in December 2015. (2) Excludes minimal market rate discounts 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.

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2015
WARRANTS
Schedule of Warrants initially received	Below is a summary of Warrants that were originally issued and are still outstanding. Initial Warrant Holder Number of Warrants Initial Exercise Price Brookfield - A 57,500,000 $ 10.75 Brookfield - B 16,430,000 10.50 73,930,000
Schedule of change in shares issuable upon exercise of outstanding Warrants	During 2014 and 2015 , 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

EQUITY AND REDEEMABLE NONCONT33

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)	9 Months Ended
	Sep. 30, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]	The following table reflects the activity of the components of accumulated other comprehensive loss for the nine months ended September 30, 2015 , and 2014 : Net unrealized gains (losses) on financial instruments Foreign currency translation Unrealized gains on available-for-sale securities Total Balance at January 1, 2014 $ 124 $ (38,297 ) $ — $ (38,173 ) Other comprehensive income (loss) (26 ) (5,091 ) — (5,117 ) Balance at September 30, 2014 $ 98 $ (43,388 ) $ — $ (43,290 ) Balance at January 1, 2015 $ 70 $ (51,823 ) $ — $ (51,753 ) Other comprehensive income (loss) 15 (34,271 ) 8,572 (25,684 ) Balance at September 30, 2015 $ 85 $ (86,094 ) $ 8,572 $ (77,437 )
Schedule of activity included in allocation to noncontrolling interests	The following table reflects the activity included in the allocation to noncontrolling interests. Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Distributions to preferred GGPOP units $ (2,228 ) $ (2,232 ) $ (6,693 ) $ (6,697 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units) (692 ) (412 ) (6,414 ) (2,049 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units) (325 ) — (2,118 ) — Net income allocated to noncontrolling interest in consolidated real estate affiliates (269 ) (147 ) (1,222 ) (1,262 ) Allocation to noncontrolling interests (3,514 ) (2,791 ) (16,447 ) (10,008 ) Other comprehensive (income) loss allocated to noncontrolling interests 80 (113 ) 287 33 Comprehensive income allocated to noncontrolling interests $ (3,434 ) $ (2,904 ) $ (16,160 ) $ (9,975 )
Schedule of redeemable noncontrolling interests	The Common Units are convertible into common stock at approximately a one -to- one ratio at the current stock price. Number of Common Units for each Preferred Unit Number of Contractual Preferred Units Outstanding as of September 30, 2015 Converted Basis to Common Units Outstanding as of September 30, 2015 Conversion Price Redemption Value (1) Series B 3.00000 1,268,957 3,806,871 $ 16.66670 $ 102,796 Series D 1.50821 532,750 803,498 33.15188 26,637 Series E 1.29836 502,658 652,631 38.51000 25,133 $ 154,566 (1) The conversion price of Series B preferred units is lower than the GGP September 30, 2015 closing common stock price of $25.97 ; therefore, the September 30, 2015 common stock price of $25.97 , and an additional conversion rate of 1.0397624 shares is used to calculate the Series B redemption value.
Schedule of activity of redeemable noncontrolling interests	The following table reflects the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2015 , and 2014 . Balance at January 1, 2014 $ 228,902 Net income 2,049 Distributions (2,223 ) Other comprehensive loss (33 ) Fair value adjustment for noncontrolling interests in Operating Partnership 30,920 Balance at September 30, 2014 $ 259,615 Balance at January 1, 2015 $ 299,296 Net income 6,414 Distributions (3,235 ) Redemption of GGPOP units (1,471 ) Other comprehensive loss (287 ) Fair value adjustment for noncontrolling interests in Operating Partnership (22,339 ) Balance at September 30, 2015 $ 278,378
Summary of dividends declared	Our Board of Directors declared common 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 $ 0.19 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
Schedule of Preferred Dividends Payable	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

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Summary of information related to EPS calculations	Information related to our EPS calculations is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerators - Basic and Diluted: Income from continuing operations $ 127,366 $ 68,577 $ 1,196,968 $ 182,731 Preferred Stock dividends (3,984 ) (3,984 ) (11,952 ) (11,952 ) Allocation to noncontrolling interests (3,514 ) (2,741 ) (16,447 ) (8,916 ) Income from continuing operations - attributable to common stockholders 119,868 61,852 1,168,569 161,863 Discontinued operations — 8,822 — 203,649 Allocation to noncontrolling interests — (50 ) — (1,092 ) Discontinued operations - net of noncontrolling interests — 8,772 — 202,557 Net income 127,366 77,399 1,196,968 386,380 Preferred Stock dividends (3,984 ) (3,984 ) (11,952 ) (11,952 ) Allocation to noncontrolling interests (3,514 ) (2,791 ) (16,447 ) (10,008 ) Net income attributable to common stockholders $ 119,868 $ 70,624 $ 1,168,569 $ 364,420 Denominators: Weighted-average number of common shares outstanding - basic 884,640 883,898 885,437 887,927 Effect of dilutive securities 64,421 59,025 66,546 55,988 Weighted-average number of common shares outstanding - diluted 949,061 942,923 951,983 943,915 Anti-dilutive Securities: Effect of Preferred Units 5,472 5,506 5,472 5,506 Effect of Common Units 4,770 4,834 4,788 4,834 Effect of LTIP Units 1,725 — 1,572 — Weighted-average number of anti-dilutive securities 11,967 10,340 11,832 10,340

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	9 Months Ended
	Sep. 30, 2015
Stock-Based Compensation Plans
Schedule of Share-based Compensation, Activity [Table Text Block]	2015 2014 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price LTIP Units Outstanding at January 1, — $ — — $ — Granted 1,758,396 29.33 — — Exercised — — — — Forfeited (19,166 ) 29.15 — — Expired — — — — LTIP Units Outstanding at September 30, 1,739,230 $ 29.33 — $ —
Summary of compensation expense related to stock-based compensation plans	Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2015 , and 2014 is summarized in the following table in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock options - Property management and other costs $ 1,797 $ 1,746 $ 5,489 $ 5,743 Stock options - General and administrative 2,734 3,626 8,274 11,896 Restricted stock - Property management and other costs 760 373 2,302 1,241 Restricted stock - General and administrative 153 279 464 834 LTIP Units - Property management and other costs 224 — 829 — LTIP Units - General and administrative 2,512 — 7,490 — Total $ 8,180 $ 6,024 $ 24,848 $ 19,714
Summary of stock option activity	The following tables summarize stock option and LTIP Unit activity for the Equity Plan for GGP for the nine months ended September 30, 2015 , and 2014 : 2015 2014 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 19,744,224 $ 17.36 21,565,281 $ 17.28 Granted 267,253 29.15 50,000 22.41 Exercised (1,216,723 ) 16.62 (334,216 ) 14.74 Forfeited (333,122 ) 19.61 (316,243 ) 19.00 Expired (11,507 ) 16.89 (10,840 ) 14.33 Stock options Outstanding at September 30, 18,450,125 $ 17.54 20,953,982 $ 17.31

ACCOUNTS AND NOTES RECEIVABLE36

ACCOUNTS AND NOTES RECEIVABLE, NET (Tables)	9 Months Ended
	Sep. 30, 2015
Receivables [Abstract]
Summary of significant components of Accounts and notes receivable, net	The following table summarizes the significant components of Accounts and notes receivable, net. September 30, 2015 December 31, 2014 Trade receivables $ 107,795 $ 124,698 Notes receivable 551,496 320,881 Straight-line rent receivable 233,975 230,172 Other accounts receivable 3,434 3,638 Total accounts and notes receivable 896,700 679,389 Provision for doubtful accounts (15,136 ) (15,621 ) Total accounts and notes receivable, net $ 881,564 $ 663,768

PREPAID EXPENSES AND OTHER AS37

PREPAID EXPENSES AND OTHER ASSETS (Tables)	9 Months Ended
	Sep. 30, 2015
Prepaid Expense and Other Assets [Abstract]
Summary of significant components of Prepaid expenses and other assets	The following table summarizes the significant components of Prepaid expenses and other assets. September 30, 2015 December 31, 2014 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 669,439 $ (416,312 ) $ 253,127 $ 870,103 $ (498,016 ) $ 372,087 Below-market ground leases, net 119,545 (10,238 ) 109,307 119,866 (8,906 ) 110,960 Real estate tax stabilization agreement, net 111,506 (30,880 ) 80,626 111,506 (26,146 ) 85,360 Total intangible assets $ 900,490 $ (457,430 ) $ 443,060 $ 1,101,475 $ (533,068 ) $ 568,407 Remaining prepaid expenses and other assets: Security and escrow deposits 83,468 93,676 Prepaid expenses 49,900 76,306 Other non-tenant receivables (1) 344,109 28,712 Deferred tax, net of valuation allowances 12,561 4,220 Marketable securities 41,935 — Other 34,450 42,456 Total remaining prepaid expenses and other assets 566,423 245,370 Total prepaid expenses and other assets $ 1,009,483 $ 813,777

ACCOUNTS PAYABLE AND ACCRUED 38

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2015
Payables and Accruals [Abstract]
Summary of significant components of Accounts payable and accrued expenses	The following table summarizes the significant components of Accounts payable and accrued expenses. September 30, 2015 December 31, 2014 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 384,456 (207,996 ) $ 176,460 502,919 (259,390 ) $ 243,529 Above-market headquarters office leases, net 15,268 (8,170 ) $ 7,098 15,268 (6,867 ) $ 8,401 Above-market ground leases, net 9,127 (1,798 ) $ 7,329 9,127 (1,522 ) $ 7,605 Total intangible liabilities $ 408,851 $ (217,964 ) $ 190,887 $ 527,314 $ (267,779 ) $ 259,535 Remaining Accounts payable and accrued expenses: Accrued interest 45,467 54,332 Accounts payable and accrued expenses 75,852 82,292 Accrued real estate taxes 99,023 85,910 Deferred gains/income 119,261 114,968 Accrued payroll and other employee liabilities 54,270 55,059 Construction payable 145,802 198,471 Tenant and other deposits 12,552 21,423 Insurance reserve liability 17,233 16,509 Capital lease obligations 11,553 12,066 Conditional asset retirement obligation liability 7,645 10,135 Uncertain tax position liability — 6,663 Other 20,703 17,534 Total remaining Accounts payable and accrued expenses 609,361 675,362 Total Accounts payable and accrued expenses $ 800,248 $ 934,897

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Summary of contractual rental expense	The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Dollars in thousands) Contractual rent expense, including participation rent $ 2,276 $ 3,528 $ 6,609 $ 9,981 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,687 2,371 4,829 6,513

ORGANIZATION (Details)

ORGANIZATION (Details)	9 Months Ended
	Sep. 30, 2015property
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)	99.00%
Ownership in GGP Limited held by limited partners (as a percent)	1.00%
United States | Regional Malls
Real estate properties
Number of real estate properties in portfolio	131
GGPLP
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)	1.50%

SUMMARY OF SIGNIFICANT ACCOUN41

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Sep. 30, 2015
Minimum | Properties
Summary of significant accounting policies
Estimated useful lives	20 years
Minimum | Buildings and improvements
Summary of significant accounting policies
Estimated useful lives	10 years
Minimum | Equipment and fixtures
Summary of significant accounting policies
Estimated useful lives	3 years
Maximum | Properties
Summary of significant accounting policies
Estimated useful lives	45 years
Maximum | Buildings and improvements
Summary of significant accounting policies
Estimated useful lives	45 years
Maximum | Equipment and fixtures
Summary of significant accounting policies
Estimated useful lives	20 years

SUMMARY OF SIGNIFICANT ACCOUN42

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Acquisitions of operating properties
Gross Asset	$ 900,490		$ 900,490		$ 1,101,475
Accumulated Amortization	(457,430)		(457,430)		(533,068)
Balance	443,060		443,060		568,407
Amortization/accretion effect on continuing operations	(33,336)	$ (46,691)	(111,224)	$ (151,711)
Future amortization/accretion of intangibles
2014 Remaining	26,349		26,349
2,015	90,716		90,716
2,016	67,885		67,885
2,017	43,558		43,558
2,018	25,860		25,860
Tenant leases, In-place value
Acquisitions of operating properties
Gross Asset	434,593		434,593		608,840
Accumulated Amortization	(271,572)		(271,572)		(362,531)
Balance	$ 163,021		$ 163,021		$ 246,309

SUMMARY OF SIGNIFICANT ACCOUN43

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Summary of significant accounting policies
Number of Operating Segments	0
Management Fees and Other Corporate Revenues
Percentage of revenue earned from joint venture reported as management fees	100.00%
Management fees from affiliates	$ 19,496	$ 17,355	$ 65,313	$ 51,759
Management fee expense	(7,640)	(6,555)	(22,575)	(19,805)
Net management fees from affiliates	11,856	10,800	42,738	31,954
Impairment charges			3,200
Provision for impairment from Equity in income of Unconsolidated Real Estate Affiliates	$ 0	0	0	0
Continuing operations
Management Fees and Other Corporate Revenues
Impairment charges		0	$ 0
Discontinuing operations
Management Fees and Other Corporate Revenues
Gain on extinguishment of debt		$ 0		$ 66,679

ACQUISITIONS AND JOINT VENTUR44

ACQUISITIONS AND JOINT VENTURE ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 07, 2015	Apr. 27, 2015	Apr. 17, 2015	Apr. 10, 2015	Apr. 01, 2015	Mar. 31, 2015	Feb. 27, 2015	Jun. 27, 2014	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Investment Owned, Balance, Shares									1,125,760				1,125,760
Share Price	$ 29.58								$ 25.97				$ 25.97
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax									$ 8,635			$ 0	$ 8,635	$ 0
Equity Method Investment, Realized Gain (Loss) on Disposal				$ 324,400					$ 11,163	$ 305,400	$ 0	0	$ 320,950	0
Number of Stores									12				12
Ownership interest acquired (as a percent)							62.50%
Payments to acquire interest in joint venture, net						$ 164,500
Gain from changes in control of investment properties and other									$ 13,399			$ 0	$ 622,412	$ 0
Trails Village [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Realized Gain (Loss) on Disposal													$ 12,000
200 Lafayette Office [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Proceeds from Divestiture of Businesses		$ 124,500
Gain from changes in control of investment properties and other		$ 11,900
730 5th Avenue [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture									50.00%				50.00%
Payments to Acquire Businesses, Gross			$ 1,780,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt			1,250,000
Notes, Loans and Financing Receivable, Gross, Noncurrent			204,300
730 5th Avenue Retail [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Payments to Acquire Businesses, Gross			1,300,000
Notes, Loans and Financing Receivable, Gross, Noncurrent			$ 104,300
Note Receivable Interest Rate Stated			8.00%
Investment in joint venture			$ (208,500)
Consideration for acquisition			650,000
85 5th Avenue New York, New York [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture					50.00%
Payments to Acquire Businesses, Gross					$ 86,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt					60,000
Notes, Loans and Financing Receivable, Gross, Noncurrent					7,000
Investment in joint venture					$ (14,000)
730 5th Avenue Office [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Payments to Acquire Businesses, Gross			475,000
Notes, Loans and Financing Receivable, Gross, Noncurrent			$ 100,000
Note Receivable Interest Rate Stated			13.20%
Sears JV [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture									50.00%				50.00%
Investment in joint venture	$ (33,300)					$ (165,000)
Ala Moana [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Business Acquisition, Transaction Costs				2,500			$ 6,800
Estimated future gain on change in control of investment property				0			38,000
Equity Method Investment, Realized Gain (Loss) on Disposal				295,900					$ 6,600				$ 304,400
Business Acquisition, Total Partnership Net Proceeds				453,500			907,000
Payments to Acquire Businesses, Gross				335,000			670,000
Business Acquisition, Remaining Net Proceeds				118,500			$ 237,000
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture							25.00%						37.50%
Payments to acquire interest in joint venture, net				451,000			$ 900,200
Debt Assumed to Acquire Interest in Joint Venture by Co Venturer				$ 231,300			462,500
Business Acquisition Percentage Of Voting Interests Acquired At Venture Level				0.00%
Consideration for acquisition				$ 682,300			1,362,700
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination				(357,900)			(714,000)
Gain from changes in control of investment properties and other				0			584,400		13,500		$ 648,700		$ 610,700
Deferred Gain Recognized to date				9,500			26,300
Estimated future Unconsolidated Real Estate Affiliates - gain on investment				$ 19,000			$ 0
685 5th Avenue New York, New York [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Notes, Loans and Financing Receivable, Gross, Noncurrent									99,300				99,300
Note Receivable Interest Rate Stated								7.50%
530 5th Avenue New York, New York [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Notes, Loans and Financing Receivable, Gross, Noncurrent									$ 45,400				$ 45,400
Note Receivable Interest Rate Stated								9.00%
Seritage Investment [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Share Price									$ 37.25				$ 37.25

DISCONTINUED OPERATIONS AND G45

DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Discontinued operations
Operating income	$ 224,975	$ 237,931	$ 655,342	$ 667,188
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ 0	8,822	$ 0	203,649
Discontinuing operations
Discontinued operations
Retail and other revenue		5,519		24,004
Retail and other operating expenses		3,971		14,603
Operating income		1,548		9,401
Interest expense, net		(328)		(2,188)
Gains (losses) on dispositions		7,602		129,757
Net income (loss) from operations		8,822		136,970
Gain on extinguishment of debt		0		66,679
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest		$ 8,822		$ 203,649

FAIR VALUE (Details)

FAIR VALUE (Details) - USD ($)		9 Months Ended
		Sep. 30, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other Assets, Current		$ 41,935,000	$ 0
Carrying Amount
Fixed-rate debt	[1]	11,770,104,000	13,606,936,000
Variable-rate debt	[1]	2,245,446,000	2,391,353,000
Total mortgages, notes and loans payable	[1]	14,015,550,000	15,998,289,000
Estimated Fair Value
Long Term Debt, Percentage Bearing Fixed Interest, Fair Value		12,343,645,000	14,211,247,000
Long Term Debt, Percentage Bearing Variable Interest, Fair Value		2,254,303,000	2,399,547,000
Total long-term debt, fair value		14,597,948,000	16,610,794,000
Market rate adjustments		$ 33,200,000	19,900,000
Variable rate basis		LIBOR
Seritage Investment [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other Assets, Current		$ 41,935,000	0
Available-for-sale Equity Securities, Amortized Cost Basis		33,300,000	0
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax		$ 8,635,000	$ 0
[1]	Includes market rate adjustments of $33.2 million and $19.9 million as of September 30, 2015 and December 31, 2014, respectively.

UNCONSOLIDATED REAL ESTATE AF47

UNCONSOLIDATED REAL ESTATE AFFILIATES (Details) $ in Thousands	Sep. 30, 2015USD ($)property	Dec. 31, 2014USD ($)	Sep. 30, 2014USD ($)	Dec. 31, 2013USD ($)
Assets:
Land	$ 3,638,774	$ 4,244,607
Buildings and equipment	16,318,055	18,028,844
Less accumulated depreciation	(2,375,762)	(2,280,845)
Construction in progress	497,181	703,859
Net property and equipment	18,078,248	20,696,465
Net investment in real estate	21,568,405	23,301,227
Cash and cash equivalents	160,670	372,471	$ 279,576	$ 577,271
Accounts and notes receivable, net	881,564	663,768
Deferred expenses, net	169,673	184,491
Prepaid expenses and other assets	1,009,483	813,777
Total assets	23,789,795	25,335,734
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	251,712	106,735
Cumulative effect of foreign currency translation (“CFCT”)	(86,094)	(51,823)	(43,388)	(38,297)
Total liabilities, redeemable noncontrolling interests and equity	23,789,795	25,335,734
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	8,285,694	7,685,520	$ 7,579,633	$ 8,185,263
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	3,490,157	2,604,762
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	3,490,157	2,604,762
Unconsolidated Properties [Member]
Assets:
Land	1,748,898	1,152,485
Buildings and equipment	12,145,655	10,009,490
Less accumulated depreciation	(3,035,579)	(2,591,347)
Construction in progress	991,755	125,931
Net property and equipment	11,850,729	8,696,559
Investment in Unconsolidated Joint Ventures	416,989	16,462
Net investment in real estate	12,267,718	8,713,021
Cash and cash equivalents	403,150	308,621
Accounts and notes receivable, net	234,159	203,511
Deferred expenses, net	335,671	281,835
Prepaid expenses and other assets	670,233	594,257
Total assets	13,910,931	10,101,245
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	9,795,210	7,945,828
Accounts payable, accrued expenses and other liabilities	691,263	418,995
Cumulative effect of foreign currency translation (“CFCT”)	(68,858)	(35,238)
Owners’ equity, excluding CFCT	3,493,316	1,771,660
Total liabilities, redeemable noncontrolling interests and equity	13,910,931	10,101,245
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	(3,424,458)	(1,736,422)
Less: joint venture partners’ equity	(1,785,634)	(861,515)
Plus: excess investment/basis differences	1,813,723	1,694,257
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	3,452,547	2,569,164
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,490,157	2,604,762
Liability - Investment in Unconsolidated Real Estate Affiliates	(37,610)	(35,598)
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$ 3,452,547	$ 2,569,164
United States | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | property	26

UNCONSOLIDATED REAL ESTATE AF48

UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues:
Minimum rents	$ 358,716	$ 396,285	$ 1,094,384	$ 1,170,547
Tenant recoveries	172,515	186,066	518,040	552,596
Overage rents	6,455	9,277	18,755	24,486
Other	28,142	18,775	62,956	63,149
Total revenues	585,324	627,758	1,759,448	1,862,537
Expenses:
Real estate taxes	57,942	57,430	170,425	172,686
Property maintenance costs	11,707	13,394	44,491	48,952
Marketing	4,273	4,624	12,849	15,926
Other property operating costs	79,265	84,581	227,874	251,646
Provision for doubtful accounts	1,622	355	6,199	5,211
Property management and other costs	38,685	34,428	121,847	119,391
General and administrative	12,627	12,778	37,395	52,609
Depreciation and amortization	154,228	182,237	483,026	528,928
Total expenses	360,349	389,827	1,104,106	1,195,349
Operating income	224,975	237,931	655,342	667,188
Interest expense	(144,891)	(174,109)	(460,289)	(528,273)
Provision for income taxes	17,996	4,800	29,082	(2,836)
Income (Loss) from Unconsolidated Joint Ventures		0		0
Income from continuing operations	127,366	68,577	1,196,968	182,731
Allocation to noncontrolling interests	(3,514)	(2,791)	(16,447)	(10,008)
Net income attributable to common stockholders	119,868	70,624	1,168,569	364,420
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	119,868	70,624	1,168,569	364,420
Equity in income of Unconsolidated Real Estate Affiliates	16,584	7,391	41,115	33,868
Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	264,333	204,661	742,168	601,778
Tenant recoveries	113,624	90,087	321,755	264,679
Overage rents	7,602	6,303	19,270	15,401
Other	11,006	7,910	36,061	26,985
Total revenues	396,565	308,961	1,119,254	908,843
Expenses:
Real estate taxes	33,080	27,468	93,754	82,060
Property maintenance costs	9,373	8,469	32,316	28,271
Marketing	4,477	2,873	12,518	9,663
Other property operating costs	53,961	45,532	152,290	128,250
Provision for doubtful accounts	172	1,119	4,436	2,162
Property management and other costs	15,859	13,929	46,731	42,051
General and administrative	952	2,299	9,415	8,109
Depreciation and amortization	99,475	81,148	293,387	233,674
Total expenses	217,349	182,837	644,847	534,240
Operating income	179,216	126,124	474,407	374,603
Interest and dividend income	1,837	1,449	5,399	4,297
Interest expense	(100,766)	(82,683)	(294,132)	(228,693)
Provision for income taxes	(242)	(341)	(606)	(619)
Income (Loss) from Unconsolidated Joint Ventures	(13,252)		(22,466)
Income from continuing operations	66,793	44,549	162,602	149,588
Net income from disposed investment	0	485	0	1,263
Allocation to noncontrolling interests	(18)	(14)	(35)	(31)
Net income attributable to common stockholders	66,775	45,020	162,567	150,820
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	66,775	45,020	162,567	150,820
Joint venture partners’ share of income	(31,676)	(24,628)	(78,240)	(82,851)
Amortization of capital or basis differences (3)	(18,515)	(13,001)	(43,212)	(34,101)
Equity in income of Unconsolidated Real Estate Affiliates	$ 16,584	$ 7,391	$ 41,115	$ 33,868

UNCONSOLIDATED REAL ESTATE AF49

UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 3) $ in Thousands	Apr. 10, 2015USD ($)	Dec. 31, 2015USD ($)	Sep. 30, 2015USD ($)propertyitem	Jun. 30, 2015USD ($)	Mar. 31, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)propertyitem	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)property
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Asset Impairment Charges							$ 3,200
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax			$ 8,635			$ 0	$ 8,635	$ 0
Debt, Weighted Average Interest Rate			1.79%				1.79%		1.90%
Proceeds from Sale of Other Real Estate		$ 25,000	$ 25,000					50,000
Equity Method Investment, Realized Gain (Loss) on Disposal	$ 324,400		11,163	$ 305,400	$ 0	$ 0	$ 320,950	$ 0
Loans Payable			$ 594,300				$ 594,300
Unconsolidated Real Estate Affiliates | Strip Centers [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | item			1				1
Unconsolidated Properties [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt			$ 5,000,000				$ 5,000,000		$ 3,900,000
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates			$ 88,300				$ 88,300		$ 89,300
Number of unconsolidated properties with retained debt			1				1		1
United States | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | property			131				131
United States | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | property			26				26
United States | Unconsolidated Real Estate Affiliates | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | item			42				42
Brazil | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | item			1				1
Loans Payable before Refinancing [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Debt, Weighted Average Interest Rate			5.60%				5.60%
Lake Mead & Buffalo [Domain]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Equity Method Investment, Realized Gain (Loss) on Disposal							$ 3,100
Trails Village [Domain]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Equity Method Investment, Realized Gain (Loss) on Disposal							$ 12,000

MORTGAGES, NOTES AND LOANS PA50

MORTGAGES, NOTES AND LOANS PAYABLE (Details) $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2015USD ($)item	Dec. 31, 2006USD ($)	Dec. 31, 2014USD ($)
Mortgages, notes and loans payable
Fixed-rate debt	[1]	$ 11,770,104		$ 13,606,936
Long Term Debt, Percentage Bearing Fixed Interest, Fair Value		12,343,645		14,211,247
Long-term debt		$ 251,712		$ 106,735
Weighted-average fixed interest rate (as a percent)		4.44%		4.52%
Weighted-average variable interest rate (as a percent)		1.99%		1.99%
Mortgages, notes and loans payable	[1]	$ 14,015,550		$ 15,998,289
Long-term Debt, Weighted Average Interest Rate		4.05%		4.14%
Variable-rate debt	[1]	$ 2,245,446		$ 2,391,353
Long Term Debt, Percentage Bearing Variable Interest, Fair Value		2,254,303		2,399,547
Market rate adjustments		$ 33,200		$ 19,900
Number of properties with mortgage notes refinanced | item		4
Term to maturity		1 year 6 months
Debt, Weighted Average Interest Rate		1.79%		1.90%
Loans Payable		$ 594,300
Number of Properties Mortgage Notes Paid		5
Variable rate basis		LIBOR
Outstanding letter of credit and surety bonds		$ 75,700		$ 49,100
Debt Instrument, Fair Value Disclosure		$ 14,597,948		$ 16,610,794
GGP Capital Trust I
Mortgages, notes and loans payable
Variable rate basis		LIBOR
Issuance of trust preferred securities			$ 200,000
Common securities issued to GGLP			$ 6,200
Trust Preferred Securities, basis spread on variable rate		1.45%
Revolving credit facility
Mortgages, notes and loans payable
Long-term debt		$ 250,000
Weighted-average variable interest rate (as a percent)		0.00%		1.73%
Variable-rate debt		$ 250,000		$ 100,000
Maximum borrowing capacity		1,100,000
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 1,500,000
Revolving credit facility | Minimum
Mortgages, notes and loans payable
Basis spread on variable rate (as a percent)		132.50%
Revolving credit facility | Maximum
Mortgages, notes and loans payable
Basis spread on variable rate (as a percent)		195.00%
Line of Credit [Member] | Minimum
Mortgages, notes and loans payable
Basis spread on variable rate (as a percent)		1.325%
Line of Credit [Member] | Maximum
Mortgages, notes and loans payable
Basis spread on variable rate (as a percent)		1.95%
Corporate Note Securities [Member]
Mortgages, notes and loans payable
Fixed-rate debt		$ 1,712		6,735
Collateralized mortgages, notes and loans payable
Mortgages, notes and loans payable
Fixed-rate debt		$ 11,768,328		$ 13,600,337
Weighted-average fixed interest rate (as a percent)		4.44%		4.52%
Weighted-average variable interest rate (as a percent)		2.02%		2.00%
Mortgages, notes and loans payable		$ 13,800,000
Variable-rate debt		1,995,446		$ 2,291,353
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral		17,900,000
Secured debt, cross-collateralized with other properties		1,500,000
Amount of recourse fixed and variable rate debt		1,700,000
Value of mortgage notes refinanced		710,000
Proceeds from mortgage loans refinanced		240,900
Prior loans repaid		469,100
Junior Subordinated Notes due 2041
Mortgages, notes and loans payable
Long-term debt		$ 206,200		$ 206,200
Weighted-average variable interest rate (as a percent)		1.75%		1.68%
Prior loans
Mortgages, notes and loans payable
Term to maturity		1 year 3 months
Debt, Weighted Average Interest Rate		5.60%
New Loan
Mortgages, notes and loans payable
Term to maturity		11 years
Debt, Weighted Average Interest Rate		3.80%
522310 Mortgage and Nonmortgage Loan Brokers [Member]
Mortgages, notes and loans payable
Debt, Weighted Average Interest Rate		5.30%
Corporate and other unsecured loans
Mortgages, notes and loans payable
Fixed-rate debt		$ 1,776		$ 6,599
Weighted-average fixed interest rate (as a percent)		4.41%		4.41%
Cross-collateralized | Collateralized mortgages, notes and loans payable
Mortgages, notes and loans payable
Fixed-rate debt		$ 99,500
Variable-rate debt		$ 1,400,000
[1]	Includes market rate adjustments of $33.2 million and $19.9 million as of September 30, 2015 and December 31, 2014, respectively.

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT	90.00%
Period of disqualification of REIT status	4 years

WARRANTS (Details)

WARRANTS (Details) shares in Millions

9 Months Ended

Sep. 30, 2015warrant$ / warrantshares

Jul. 15, 2015warrant$ / shares

Apr. 15, 2015warrant$ / shares

Dec. 15, 2014warrant$ / shares

Oct. 15, 2014warrant$ / shares

Jul. 15, 2014warrant$ / shares

Apr. 15, 2014warrant$ / shares

Nov. 09, 2010warrant$ / shares

WARRANT LIABILITY

Issuable Shares | warrant

88,433,357

[1]

87,856,714

[1]

87,353,999

[1]

86,806,928

[1]

86,215,500

[1]

85,668,428

[1]

73,930,000

Exercise price (in dollars per share)

$ 10.70

Term of Warrants, in number of years from the effective date

7 years

Brookfield - A

WARRANT LIABILITY

Common Stock Shares Issued in Warrant Settlement Transaction | shares

69

Number of Warrants

57,500,000

Issuable Shares | warrant

58,000,000

Exercise price (in dollars per share)

$ 10.75

Exercise price of remaining warrants (in dollars per share) | $ / warrant

8.94

Pershing Square

WARRANT LIABILITY

Number of Warrants | warrant

[2]

16,430,000

Exercise price (in dollars per share)

$ 10.50

Brookfield and Blackstone

WARRANT LIABILITY

Exercise price (in dollars per share)

$ 8.99

$ 9.05

$ 9.10

$ 9.16

$ 9.22

$ 9.28

Fairholme, Pershing Square and Blackstone

WARRANT LIABILITY

Exercise price (in dollars per share)

$ 8.78

$ 8.84

$ 8.89

$ 8.94

$ 9.01

$ 9.06

[1]

{F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjg1MmVlMTdmMjFmMTRiMjc5NTM3M2UyNmJjNjU1NGI2fFRleHRTZWxlY3Rpb246ODNFM0FENUZCMzEyNjYzRjE4N0Q2NTdGNDUwMkJFMDQM}

[2]

{F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjg1MmVlMTdmMjFmMTRiMjc5NTM3M2UyNmJjNjU1NGI2fFRleHRTZWxlY3Rpb246ODMzNEEwRTkzMjcwNEI5QzY1MjU2NTdGNDUwMjJDOUUM}

WARRANTS (Details 2)

WARRANTS (Details 2) shares in Millions, $ in Millions

Sep. 30, 2015USD ($)warrantshares

Jul. 15, 2015warrant

[1]

Apr. 15, 2015warrant

[1]

Dec. 15, 2014warrant

[1]

Oct. 15, 2014warrant

[1]

Jul. 15, 2014warrant

[1]

Apr. 15, 2014warrant

[1]

Nov. 09, 2010warrant

WARRANT LIABILITY

Issuable Shares

88,433,357

87,856,714

87,353,999

86,806,928

86,215,500

85,668,428

73,930,000

The Brookfield Investor

WARRANT LIABILITY

Number of Warrants

57,500,000

Warrant option exercise price | $

$ 618

Common Stock Shares Issued in Warrant Settlement Transaction | shares

69

Issuable Shares

58,000,000

[1]

{F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjg1MmVlMTdmMjFmMTRiMjc5NTM3M2UyNmJjNjU1NGI2fFRleHRTZWxlY3Rpb246ODNFM0FENUZCMzEyNjYzRjE4N0Q2NTdGNDUwMkJFMDQM}

EQUITY AND REDEEMABLE NONCONT54

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) $ / shares in Units, $ in Thousands	Nov. 02, 2015$ / shares	Sep. 01, 2015$ / shares	Aug. 04, 2015USD ($)	May. 21, 2015$ / shares	Feb. 19, 2015$ / shares	Nov. 14, 2014$ / shares	Aug. 12, 2014$ / shares	May. 15, 2014$ / shares	Feb. 26, 2014$ / shares	Feb. 13, 2013USD ($)$ / sharesshares	Sep. 30, 2015USD ($)$ / sharesshares	Jun. 30, 2015shares	Sep. 30, 2014USD ($)$ / sharesshares	Sep. 30, 2015USD ($)$ / sharesshares	Sep. 30, 2014USD ($)$ / sharesshares	Jul. 07, 2015$ / shares	Dec. 31, 2014USD ($)shares	Dec. 31, 2013USD ($)
Equity and redeemable noncontrolling interest
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)											$ 85		$ 98	$ 85	$ 98		$ 70	$ 124
Cumulative effect of foreign currency translation (“CFCT”)											(86,094)		(43,388)	(86,094)	(43,388)		(51,823)	(38,297)
Available-for-sale Equity Securities, Accumulated Gross Unrealized Gain, before Tax											$ 8,572		$ 0	$ 8,572	$ 0		$ 0	0
Common stock in treasury, shares | shares											56,059,335		55,969,390	56,059,335	55,969,390		55,969,390
Accumulated other comprehensive loss											$ (77,437)		$ (43,290)	$ (77,437)	$ (43,290)		$ (51,753)	$ (38,173)
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)											16		6	16	(26)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax											(19,816)		(12,270)	(34,622)	(5,124)
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax											8,635		0	8,635	0
Other Comprehensive Income (Loss), Net of Tax														(25,684)	(5,117)
Estimated payments for repurchase of redeemable noncontrolling interest											$ 154,600			154,600
Conversion ratio for convertible common units to common stock											1
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units											$ (2,228)		(2,232)	(6,693)	(6,697)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)											(692)		(412)	(6,414)	(2,049)
Net Income (Loss) Distributed to General Operating Partnership LTIP Units											(325)		0	(2,118)	0
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates											(269)		(147)	(1,222)	(1,262)
Allocation to noncontrolling interests											(3,514)		(2,791)	(16,447)	(10,008)
Other comprehensive loss allocation to noncontrolling interests											80		(113)	287	33
Comprehensive (income) loss allocated to noncontrolling interests											(3,434)		(2,904)	(16,160)	(9,975)
Unit Conversions Disclosures
Redemption Value											$ 154,566			$ 154,566
Share Price | $ / shares											$ 25.97			$ 25.97		$ 29.58
Activity of redeemable noncontrolling interests
Balance at the beginning of the period														$ 299,296	228,902
Net income (loss)														6,414	2,049
Distributions														(3,235)	(2,223)
Redeemable Noncontrolling Interest Cash Redemption of Operating Partnership Units														(1,471)
Other comprehensive income (loss)														(287)	(33)
Fair value adjustment for noncontrolling interests in Operating Partnership														(22,339)	30,920
Balance at the end of the period											$ 278,378		$ 259,615	$ 278,378	$ 259,615
Common Stock Dividend
Dividends declared per share | $ / shares	$ 0.19	$ 0.18		$ 0.17	$ 0.17	$ 0.17	$ 0.16	$ 0.15	$ 0.15		$ 0.18		$ 0.16	$ 0.52	$ 0.46
Number of business days preceding the record date of dividend for enrolling in DRIP											4 days
Cash dividends reinvested (DRIP) in stock, shares | shares														17,658	17,467
Treasury stock purchases, shares | shares											3,403,620	650,000		4,053,620	27,624,282
Stock Repurchased During Period, Value														$ (102,797)	$ (555,801)
Treasury Stock, Number of Shares Held | shares											89,945			89,945
Treasury Stock Acquired, Average Cost Per Share | $ / shares											$ 25.24			$ 26
Stock Repurchased and Retired During Period, Shares | shares														3,963,675	0
Preferred Stock dividends declared (in dollars per share) | $ / shares	$ 0.3984	$ 0.3984		$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984
Common Stock [Member]
Equity and redeemable noncontrolling interest
Estimated payments for repurchase of redeemable noncontrolling interest											$ 123,800			$ 123,800
Series B
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares											3			3
Number of Contractual Convertible Preferred Units Outstanding | shares											1,268,957,000			1,268,957,000
Converted Basis to Common Units Outstanding | shares											3,806,871,000			3,806,871,000
Conversion Price (in dollars per share) | $ / shares											$ 16.66670
Redemption Value											$ 102,796			$ 102,796
Share Price | $ / shares											$ 25.97			$ 25.97
Common Stock Dividend
Conversion ratio														1.0397624
Series D
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares											1.50821			1.50821
Number of Contractual Convertible Preferred Units Outstanding | shares											532,750,000			532,750,000
Converted Basis to Common Units Outstanding | shares											803,498,000			803,498,000
Conversion Price (in dollars per share) | $ / shares											$ 33.15188
Redemption Value											$ 26,637			$ 26,637
Series E
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares											1.29836			1.29836
Number of Contractual Convertible Preferred Units Outstanding | shares											502,658,000			502,658,000
Converted Basis to Common Units Outstanding | shares											652,631,000			652,631,000
Conversion Price (in dollars per share) | $ / shares											$ 38.51000
Redemption Value											$ 25,133			$ 25,133
6.375% series A cumulative redeemable perpetual preferred stock
Common Stock Dividend
Issue price (in dollars per share) | $ / shares										$ 25
Redemption price per share (in dollars per share) | $ / shares											$ 25			$ 25
Number of preferred shares redeemed through public offering | shares										10,000,000
Preferred shares dividend (as a percent)										6.375%
Net proceeds from preferred shares issued after issuance costs										$ 242,000
Conversion of preferred share per common share issued upon conversion | shares											2.4679			2.4679
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Equity and redeemable noncontrolling interest
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)														$ 15	$ (26)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax														(34,271)	(5,091)
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax														8,572	0
AOCI Attributable to Parent [Member]
Equity and redeemable noncontrolling interest
Other Comprehensive Income (Loss), Net of Tax														$ (25,684)	$ (5,117)
Treasury Stock [Member]
Unit Conversions Disclosures
Share Price | $ / shares											$ 24.86			$ 24.86
Common Stock Dividend
Stock Repurchased During Period, Value			$ (102,797)

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Basic and diluted
Common stock in treasury, shares	56,059,335	55,969,390	56,059,335	55,969,390	55,969,390
Numerators - Basic and Diluted:
Income from continuing operations	$ 127,366	$ 68,577	$ 1,196,968	$ 182,731
Preferred Stock dividends	(3,984)	(3,984)	(11,952)	(11,952)
Allocation to noncontrolling interests	(3,514)	(2,741)	(16,447)	(8,916)
Income from continuing operations - attributable to common stockholders	119,868	61,852	1,168,569	161,863
Discontinued operations	0	8,822	0	203,649
Allocation to noncontrolling interests	0	(50)	0	(1,092)
Discontinued operations - net of noncontrolling interests	0	8,772	0	202,557
Net income	127,366	77,399	1,196,968	386,380
Preferred Stock dividends	(3,984)	(3,984)	(11,952)	(11,952)
Allocation to noncontrolling interests	(3,514)	(2,791)	(16,447)	(10,008)
Net income attributable to common stockholders	$ 119,868	$ 70,624	$ 1,168,569	$ 364,420
Denominators:
Weighted-average number of common shares outstanding - basic	884,640,000	883,898,000	885,437,000	887,927,000
Effect of dilutive securities	64,421,000	59,025,000	66,546,000	55,988,000
Weighted-average number of common shares outstanding - diluted	949,061,000	942,923,000	951,983,000	943,915,000
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	11,967,000	10,340,000	11,832,000	10,340,000
Preferred Units
Denominators:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,472,000	5,506,000	5,472,000	5,506,000
Common Units
Denominators:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,770,000	4,834,000	4,788,000	4,834,000
LTIP Common Units [Member]
Denominators:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,725,000	0	1,572,000	0

EARNINGS PER SHARE (Details 2)

EARNINGS PER SHARE (Details 2) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Effect of anti-dilutive Securities
Common stock in treasury, shares	56,059,335		56,059,335	55,969,390	55,969,390
Treasury stock purchases, shares	3,403,620	650,000	4,053,620	27,624,282

STOCK-BASED COMPENSATION PLAN57

STOCK-BASED COMPENSATION PLANS (Details)	3 Months Ended
	Sep. 30, 2015shares
Stock-Based Compensation Plans
Shares of common stock reserved for issuance as a percentage of outstanding shares on a fully diluted basis	4.00%
Maximum number of shares that can be granted to participant	4,000,000
Stock options | Maximum | Certain employees
Stock-Based Compensation Plans
Term of awards	10 years

STOCK-BASED COMPENSATION PLAN58

STOCK-BASED COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Stock-Based Compensation Plans
Compensation expense	$ 8,180	$ 6,024	$ 24,848	$ 19,714
Exercised (in shares)			(1,216,723)	(334,216)
Stock options
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	18,450,125	20,953,982	18,450,125	20,953,982	19,744,224	21,565,281
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 17.54	$ 17.31	$ 17.54	$ 17.31	$ 17.36	$ 17.28
Granted (in shares)			267,253	50,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 29.15	$ 22.41
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period			333,122	316,243
Forfeited (in dollars per share)			$ 19.61	$ 19
Exercised (in shares)			(1,216,723)	(334,216)
Exercised (in dollars per share)			$ 16.62	$ 14.74
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period			11,507	10,840
Expired (in dollars per share)			$ 16.89	$ 14.33
Stock options | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 1,797	$ 1,746	$ 5,489	$ 5,743
Stock options | General and administrative
Stock-Based Compensation Plans
Compensation expense	2,734	3,626	8,274	11,896
Restricted Stock | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	760	373	2,302	1,241
Restricted Stock | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 153	$ 279	$ 464	$ 834
LTIP Common Units [Member]
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,739,230	0	1,739,230	0	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 29.33	$ 0	$ 29.33	$ 0	$ 0	$ 0
Granted (in shares)			1,758,396	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 29.33	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period			19,166	0
Forfeited (in dollars per share)			$ 29.15	$ 0
Exercised (in shares)			0	0
Exercised (in dollars per share)			$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period			0	0
Expired (in dollars per share)			$ 0	$ 0
LTIP Common Units [Member] | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 224	$ 0	$ 829	$ 0
LTIP Common Units [Member] | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 2,512	$ 0	$ 7,490	$ 0

STOCK-BASED COMPENSATION PLAN59

STOCK-BASED COMPENSATION PLANS (Details 3) - $ / shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Shares
Exercised (in shares)	(1,216,723)	(334,216)
LTIP Common Units [Member]
Shares
Stock options Outstanding at the beginning of the period (in shares)	0	0
Granted (in shares)	1,758,396	0
Exercised (in shares)	0	0
Forfeited (in shares)	(19,166)	0
Expired (in shares)	0	0
Stock options Outstanding at the end of the period (in shares)	1,739,230	0
Weighted Average Exercise Price
Stock options Outstanding at the beginning of the period (in dollars per share)	$ 0	$ 0
Granted (in dollars per share)	29.33	0
Exercised (in dollars per share)	0	0
Forfeited (in dollars per share)	29.15	0
Expired (in dollars per share)	0	0
Stock options Outstanding at the end of the period (in dollars per share)	$ 29.33	$ 0

ACCOUNTS AND NOTES RECEIVABLE60

ACCOUNTS AND NOTES RECEIVABLE, NET (Details) $ in Thousands	Sep. 17, 2015USD ($)	Apr. 17, 2015USD ($)	Jun. 27, 2014	Sep. 30, 2015USD ($)	Jun. 30, 2015USD ($)	May. 28, 2015	Dec. 31, 2014USD ($)
ACCOUNTS AND NOTES RECEIVABLE, NET
Trade receivables				$ 107,795			$ 124,698
Notes receivable				551,496			320,881
Straight-line rent receivable				233,975			230,172
Other accounts receivable				3,434			3,638
Total accounts and notes receivable				896,700			679,389
Provision for doubtful accounts				(15,136)			(15,621)
Total accounts and notes receivable, net				$ 881,564			663,768
Variable rate basis				LIBOR
Number of years maturity was extended						5
Unconsolidated Properties [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Total accounts and notes receivable, net				$ 234,159			$ 203,511
Variable Interest Entity, Primary Beneficiary [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Variable rate basis				LIBOR plus 6%
Aliansce | Unconsolidated Properties [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes receivable				$ 89,600
Note Receivable Interest Rate Effective Percentage				14.00%
Ashkenazy [Domain]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent	$ 40,400
Note Receivable Interest Rate Stated	6.00%
730 5th Avenue Office [Domain]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent		$ 100,000
Note Receivable Interest Rate Stated		13.20%
730 5th Avenue Retail [Domain]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent		$ 104,300
Note Receivable Interest Rate Stated		8.00%
685 5th Avenue New York, New York [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent				$ 99,300
Note Receivable Interest Rate Stated			7.50%
530 5th Avenue New York, New York [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent				$ 45,400
Note Receivable Interest Rate Stated			9.00%
MKB [Domain]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent					$ 80,000
Notes, Loans and Financing Receivable, Net, Noncurrent					$ 19,600

PREPAID EXPENSES AND OTHER AS61

PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Intangible assets:
Gross Asset	$ 900,490,000	$ 1,101,475,000
Accumulated Amortization	(457,430,000)	(533,068,000)
Balance	443,060,000	568,407,000
Remaining prepaid expenses and other assets:
Security and escrow deposits	83,468,000	93,676,000
Prepaid expenses	49,900,000	76,306,000
Other non-tenant receivables (1)	344,109,000	28,712,000
Deferred tax, net of valuation allowances	12,561,000	4,220,000
Other Assets, Current	41,935,000	0
Other	34,450,000	42,456,000
Total remaining prepaid expenses and other assets	566,423,000	245,370,000
Total prepaid expenses and other assets	1,009,483,000	813,777,000
Above-market tenant leases, net
Intangible assets:
Gross Asset	669,439,000	870,103,000
Accumulated Amortization	(416,312,000)	(498,016,000)
Balance	253,127,000	372,087,000
Below-market ground leases, net
Intangible assets:
Gross Asset	119,545,000	119,866,000
Accumulated Amortization	(10,238,000)	(8,906,000)
Balance	109,307,000	110,960,000
Real estate tax stabilization agreement, net
Intangible assets:
Gross Asset	111,506,000	111,506,000
Accumulated Amortization	(30,880,000)	(26,146,000)
Balance	80,626,000	85,360,000
Seritage Investment [Member]
Remaining prepaid expenses and other assets:
Other Assets, Current	$ 41,935,000	$ 0

ACCOUNTS PAYABLE AND ACCRUED 62

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Intangible liabilities:
Gross Liability	$ 408,851	$ 527,314
Accumulated Accretion	(217,964)	(267,779)
Balance	190,887	259,535
Remaining Accounts payable and accrued expenses:
Accrued interest	45,467	54,332
Accounts payable and accrued expenses	75,852	82,292
Accrued real estate taxes	99,023	85,910
Deferred gains/income	119,261	114,968
Accrued payroll and other employee liabilities	54,270	55,059
Construction payable	145,802	198,471
Tenant and other deposits	12,552	21,423
Insurance reserve liability	17,233	16,509
Capital lease obligations	11,553	12,066
Conditional asset retirement obligation liability	7,645	10,135
Uncertain tax position liability	0	6,663
Other	20,703	17,534
Total remaining Accounts payable and accrued expenses	609,361	675,362
Total Accounts payable and accrued expenses	800,248	934,897
Below-market tenant leases, net
Intangible liabilities:
Gross Liability	384,456	502,919
Accumulated Accretion	(207,996)	(259,390)
Balance	176,460	243,529
Above-market headquarters office leases, net
Intangible liabilities:
Gross Liability	15,268	15,268
Accumulated Accretion	(8,170)	(6,867)
Balance	7,098	8,401
Above-market ground leases, net
Intangible liabilities:
Gross Liability	9,127	9,127
Accumulated Accretion	(1,798)	(1,522)
Balance	$ 7,329	$ 7,605

COMMITMENTS AND CONTINGENCIES63

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Contractual rent expense, including participation rent	$ 2,276	$ 3,528	$ 6,609	$ 9,981
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	$ 1,687	$ 2,371	$ 4,829	$ 6,513

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Subsequent Event [Line Items]
Treasury stock purchases, shares	3,403,620	650,000	4,053,620	27,624,282
Stock Repurchased During Period, Value			$ (102,797)	$ (555,801)