Brookfield Property REIT (BPYU) 10-Q 4 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 02, 2016
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	Mar. 31, 2016
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		883,196,593
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Investment in real estate:
Land	$ 3,584,640	$ 3,596,354
Buildings and equipment	16,342,374	16,379,789
Less accumulated depreciation	(2,504,856)	(2,452,127)
Construction in progress	297,711	308,903
Net property and equipment	17,719,869	17,832,919
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,535,457	3,506,040
Net investment in real estate	21,255,326	21,338,959
Cash and cash equivalents	193,099	356,895
Accounts and notes receivable, net	962,397	949,556
Deferred expenses, net	215,484	214,578
Prepaid expenses and other assets	940,008	997,334
Assets held for disposition	0	216,233
Total assets	23,566,314	24,073,555
Liabilities:
Mortgages, notes and loans payable	13,868,216	14,216,160
Investment in Unconsolidated Real Estate Affiliates	39,208	38,488
Accounts payable and accrued expenses	667,410	784,493
Dividend payable	175,326	172,070
Deferred tax liabilities	4,665	1,289
Junior subordinated notes	206,200	206,200
Liabilities held for disposition	0	58,934
Total liabilities	14,961,025	15,477,634
Redeemable noncontrolling interests:
Preferred	167,732	157,903
Common	141,738	129,724
Total redeemable noncontrolling interests	309,470	287,627
Commitments and Contingencies	0	0
Equity:
11,000,000,000 shares authorized, $0.01 par value, 966,551,630 issued, 883,123,045 outstanding as of March 31, 2016, and 966,096,656 issued, 882,397,202 outstanding as of December 31, 2015	9,391	9,386
500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015	242,042	242,042
Additional paid-in capital	11,331,647	11,362,369
Retained earnings (accumulated deficit)	(2,125,825)	(2,141,549)
Accumulated other comprehensive loss	(77,750)	(72,804)
Common stock in treasury, at cost, 55,969,390 shares as of March 31, 2016 and 56,240,259 shares as of December 31, 2015	(1,122,628)	(1,129,401)
Total stockholders’ equity	8,256,877	8,270,043
Noncontrolling interests in consolidated real estate affiliates	20,586	24,712
Noncontrolling interests related to long-term incentive plan common units	18,356	13,539
Total equity	8,295,819	8,308,294
Total liabilities, redeemable noncontrolling interests and equity	$ 23,566,314	$ 24,073,555

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
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	966,551,630	966,096,656
Common stock, shares outstanding	883,123,045	882,397,202
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	55,969,390	56,240,259

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues:
Minimum rents	$ 371,132	$ 374,112
Tenant recoveries	172,448	177,482
Overage rents	8,145	8,815
Management fees and other corporate revenues	33,741	19,086
Other	21,566	14,648
Total revenues	607,032	594,143
Expenses:
Real estate taxes	58,103	55,987
Property maintenance costs	17,483	19,881
Marketing	2,054	4,821
Other property operating costs	70,394	76,183
Provision for doubtful accounts	3,401	3,271
Provision for loan loss	36,069	0
Property management and other costs	30,745	42,793
General and administrative	13,427	12,446
Provision for impairment	40,705	0
Depreciation and amortization	160,671	175,948
Total expenses	433,052	391,330
Operating income	173,980	202,813
Interest and dividend income	16,058	8,821
Interest expense	(147,677)	(172,651)
Gain (loss) on foreign currency	8,936	(22,910)
Gain from changes in control of investment properties and other	74,555	591,245
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	125,852	607,318
(Provision for) benefit from income taxes	(2,920)	11,159
Equity in income of Unconsolidated Real Estate Affiliates	57,491	11,253
Unconsolidated Real Estate Affiliates - gain on investment	14,914	12,020
Net income	195,337	641,750
Allocation to noncontrolling interests	(3,557)	(7,019)
Net income attributable to General Growth Properties, Inc.	191,780	634,731
Preferred Stock dividends	(3,984)	(3,984)
Net income attributable to common stockholders	$ 187,796	$ 630,747
Earnings Per Share:
Basic	$ 0.21	$ 0.71
Diluted	0.20	0.66
Dividends declared per share	$ 0.19	$ 0.17
Comprehensive Income, Net:
Net income	$ 195,337	$ 641,750
Other comprehensive loss
Foreign currency translation	6,961	(17,718)
Reclassification adjustment for realized gains on available-for-sale securities included in net income	(11,978)	0
Net unrealized gains (losses) on other financial instruments	9	(21)
Other comprehensive loss	(5,008)	(17,739)
Comprehensive income	190,329	624,011
Comprehensive income allocated to noncontrolling interests	(3,495)	(6,790)
Comprehensive income attributable to General Growth Properties, Inc.	186,834	617,221
Preferred Stock dividends	(3,984)	(3,984)
Comprehensive income, net, attributable to common stockholders	$ 182,850	$ 613,237

CONSOLIDATED STATEMENTS OF EQUI

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Common Stock in Treasury [Member]	Noncontrolling Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units [Member]
Beginning balance at Dec. 31, 2014	$ 7,685,520	$ 9,409	$ 242,042	$ 11,351,625	$ (2,822,740)	$ (51,753)	$ (1,122,664)	$ 79,601
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	636,078				634,731			1,347
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(1,348)							(1,348)
Long Term Incentive Plan Common Unit grants, net (1,665,896 LTIP Units)	2,832
Restricted stock grants, net (240,943 common shares)	940	3	$ 0	937
Employee stock purchase program (21,427 common shares)	525	0		525
Stock option grants, net of forfeitures (936,082 common shares)	20,333	$ 9		20,324
Cash dividends reinvested (DRIP) in stock (4,149 common shares)	118			118
Other comprehensive loss	(17,510)					(17,510)
Cash distributions declared ($0.17 per share)	(150,732)				(150,732)
Cash distributions on Preferred Stock	(3,984)				(3,984)
Fair value adjustment for noncontrolling interest in Operating Partnership	(9,730)			(9,730)
Ending balance at Mar. 31, 2015	8,163,042	$ 9,421	$ 242,042	11,363,799	(2,342,725)	(69,263)	(1,122,664)	82,432
Beginning balance at Dec. 31, 2015	8,308,294	9,386	242,042	11,362,369	(2,141,549)	(72,804)	(1,129,401)	38,251
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	192,101				191,780			321
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(954)							(954)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(19,386)			(16,384)				(3,002)
Long Term Incentive Plan Common Unit grants, net (1,665,896 LTIP Units)	3,388			12	(950)			4,326
Restricted stock grants, net (240,943 common shares)	676	3	0	673
Employee stock purchase program (21,427 common shares)	2,452	1		2,451
Stock option grants, net of forfeitures (936,082 common shares)	9,904	3		9,901
Cancellation of repurchased common shares (270,869 common shares)	0	2		3,415	3,356		6,773
Cash dividends reinvested (DRIP) in stock (4,149 common shares)	170	0	0	170
Other comprehensive income						6,948
Amounts reclassified from accumulated other comprehensive income	(11,894)					(11,894)
Other comprehensive loss						(4,946)
Cash distributions declared ($0.17 per share)	(167,766)				(167,766)
Cash distributions on Preferred Stock	(3,984)				(3,984)
Fair value adjustment for noncontrolling interest in Operating Partnership	(24,130)			(24,130)
Ending balance at Mar. 31, 2016	$ 8,295,819	$ 9,391	$ 242,042	$ 11,331,647	$ (2,125,825)	$ (77,750)	$ (1,122,628)	$ 38,942

CONSOLIDATED STATEMENTS OF EQU6

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statement of Stockholders' Equity [Abstract]
Restricted stock grants, shares	333,953	240,943
Employee stock purchase program, shares	66,666	21,427
Exercised (in shares)	(318,826)	(936,082)
LTIPUnitsIssuedDuringPeriodLTIPUnitAwardNetOfForfeitures	684,216	1,665,896
Cash dividends reinvested (DRIP) in stock, shares	6,398	4,149
Cash distributions declared (in dollars per share)	$ 0.19	$ 0.17
Stock Repurchased and Retired During Period, Shares	270,869	0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows provided by Operating Activities:
Net income	$ 195,337	$ 641,750
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(57,491)	(11,253)
Distributions received from Unconsolidated Real Estate Affiliates	26,609	7,940
Provision for doubtful accounts	3,401	3,271
Depreciation and amortization	160,671	175,948
Amortization/write-off of deferred finance costs	2,710	3,176
Accretion/write-off of debt market rate adjustments	(207)	14,685
Amortization of intangibles other than in-place leases	11,530	23,063
Straight-line rent amortization	(5,447)	(6,087)
Deferred income taxes	2,118	(11,665)
Gain on dispositions, net	(20,248)	0
Unconsolidated Real Estate Affiliates - gain on investment, net	(14,914)	(12,020)
Gain from changes in control of investment properties and other	(74,555)	(591,245)
Provisions for impairment	40,705	0
Provisions for loan loss	36,069	0
(Gain) loss on foreign currency	(8,936)	22,910
Net changes:
Accounts and notes receivable, net	(2,842)	14,576
Prepaid expenses and other assets	(8,031)	8,965
Deferred expenses, net	(9,547)	(14,553)
Restricted cash	6,981	5,619
Accounts payable and accrued expenses	(55,141)	(60,305)
Other, net	9,248	8,429
Net cash provided by operating activities	238,020	223,204
Cash Flows provided by Investing Activities:
Acquisition of real estate and property additions	(21,087)	(164,659)
Development of real estate and property improvements	(120,410)	(199,726)
Loans to joint venture partners	(20,957)	(37,500)
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	238,676	666,242
Contributions to Unconsolidated Real Estate Affiliates	(30,200)	(57,046)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	20,384	32,474
Proceeds from sale of marketable securities	46,409	0
Increase in restricted cash	(80)	966
Net cash provided by investing activities	112,735	240,751
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	0	342,440
Principal payments on mortgages, notes and loans payable	(350,375)	(874,033)
Deferred finance costs	0	(618)
Cash distributions to noncontrolling interests in consolidated real estate affiliates	(954)	0
Cash distributions paid to common stockholders	(167,698)	(150,393)
Cash distributions reinvested (DRIP) in common stock	170	0
Cash distributions paid to preferred stockholders	(3,984)	(3,984)
Cash redemptions paid to holders of common units	(1,233)	(192)
Other, net	9,523	23,627
Net cash used in financing activities	(514,551)	(663,153)
Net change in cash and cash equivalents	(163,796)	(199,198)
Cash and cash equivalents at beginning of period	356,895	372,471
Cash and cash equivalents at end of period	193,099	173,273
Supplemental Disclosure of Cash Flow Information:
Interest paid	145,398	166,573
Interest capitalized	1,466	4,255
Income taxes paid	544	4,237
Accrued capital expenditures included in accounts payable and accrued expenses	$ 116,220	$ 102,619

ORGANIZATION

ORGANIZATION	3 Months Ended
	Mar. 31, 2016
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, 2015 which are included in the Company’s Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2015 (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 March 31, 2016 , we are the owner, either entirely or with joint venture partners, of 128 retail properties. Substantially all of our business is conducted through GGP Operating Partnership, LP ("GGPOP"), GGP Nimbus, LP ("GGPN") and GGP Limited Partnership ("GGPLP", and together with GGPN and GGPOP, the "Operating Partnerships"), subsidiaries of GGP. The Operating Partnerships own an interest in the properties that are part of the consolidated financial statements of GGP. As of March 31, 2016 , GGP held an approximate 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 9 ). 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 11 ). In addition to holding ownership interests in various joint ventures, the Operating Partnerships generally conduct their operations through General Growth Management, Inc. ("GGMI"), General Growth Services, Inc. ("GGSI"), and 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."

ACQUISITIONS, SALES AND JOINT V

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY	ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY On February 2, 2016, we closed on the acquisition of our joint venture partner's 25% interest in Spokane Valley Mall for a gross acquisition price of $37.5 million . This transaction resulted in a reduction of additional paid-in capital of $16.4 million due to the acquisition of our partner's noncontrolling interest in the joint venture that was not a change in control. On January 29, 2016 we closed on the sale of our interest in Provo Towne Center to our joint venture partner for a gross sales price of $37.5 million . This transaction resulted in a loss of $4.0 million recognized in gain from changes in control of investment properties and other for the three months ended March 31, 2016 . On January 15, 2016, we closed on the sale of Eastridge Mall (CA) for a gross sales price of $225.0 million . This transaction resulted in a gain on sale of $71.8 million recognized in gain from changes in control of investment properties and other for the three months ended March 31, 2016 . On March 31, 2015, we acquired a 50% interest in a joint venture with Sears Holdings Corporation that owns anchor pads and in-place leases at 12 stores located at our properties for approximately $165.0 million . Subsequently, Sears Holdings Corporation sold its investment in the joint venture to Seritage Growth Properties, which was an affiliated company. We recorded the investment in the joint venture for approximately $164.5 million ( $165.0 million net of prorations and acquisition costs) to investment in and loans to/from Unconsolidated Real Estate Affiliates on our Consolidated Balance Sheets. On December 14, 2015, GGP entered into agreements with GGP Homart II, LLC and Urban Shopping Centers, L.P. (Oakbrook) to assign interest in 4 of the 12 anchor pads. For the assignment and transfer of the assigned interests, GGP Homart II, LLC and Urban Shopping Centers, L.P. agreed to consideration of $34.1 million and $39.9 million , respectively. 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 three months ended March 31, 2016 , we recognized an additional $6.8 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 March 31, 2016 . We will recognize an additional $19.5 million gain on change of control of investment properties and other through substantial completion of construction. Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the three months ended March 31, 2016 , we recognized an additional $3.3 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through March 31, 2016 . We will recognize an additional $9.8 million gain in Unconsolidated Real Estate Affiliates - gain on investment through substantial completion of construction. We account for the 62.5% interest in the joint venture that owns Ala Moana Center under the equity method of accounting ( Note 5 ) because we share control over major decisions with the joint venture partners which resulted in the partners obtaining substantive participating rights. Ala Moana Center was previously wholly owned by GGP and accounted for on a consolidated basis. The table below summarizes the gain calculation ($ 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 December 31, 2015 38.0 15.4 Gain attributable to post-sale development activities for the three months ended March 31, 2016 6.8 3.3 Estimated future gain from changes in control of investment properties and other 19.5 — Estimated future Unconsolidated Real Estate Affiliates - gain on investment $ — $ 9.8

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of GGPOP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. Through consideration of new consolidation guidance, we have concluded that each of the Operating Partnerships are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities. We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. 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 A gain of $12.0 million that was previously recorded as equity in income of Unconsolidated Real Estate Affiliates on the Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows was separately presented as Unconsolidated Real Estate Affiliates—gain on investment for the three months ended March 31, 2015 to conform prior periods to the current year presentation. In addition, $0.1 million of expenses were reclassified from other property operating costs to marketing for the three months ended March 31, 2015 to conform prior periods to the current year presentation. The reclassifications are changes from one acceptable presentation to another acceptable presentation. Properties Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10 - 45 years. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 10 - 45 Equipment and fixtures 3 - 20 Tenant improvements Shorter of useful life or applicable lease term Acquisitions of Operating Properties (Note 3) Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. Gross Asset Accumulated Amortization Net Carrying Amount As of March 31, 2016 Tenant leases: In-place value $ 370,134 $ (238,402 ) $ 131,732 As of December 31, 2015 Tenant leases: In-place value $ 409,637 $ (264,616 ) $ 145,021 The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets ( Note 13 ). The below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses ( Note 14 ) in our Consolidated Balance Sheets. Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , had the following effects on our Income from continuing operations: Three Months Ended March 31, 2016 2015 Amortization/accretion effect on continuing operations $ (24,184 ) $ (48,880 ) Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , is estimated to decrease results from continuing operations as follows: Year Amount 2016 Remaining $ 65,158 2017 66,733 2018 43,421 2019 26,220 2020 17,710 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. During the three months ended March 31, 2016 , we recognized gains of $13.1 million in management fees and other corporate revenues on the Consolidated Statements of Comprehensive Income from the sale of Seritage Growth Properties stock. Investments in Unconsolidated Real Estate Affiliates ( Note 5 ) We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the the investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. Under the equity method, the cost of our investment is adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition, increased by our contributions and reduced by distributions received. To determine the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity ("VIE"). A limited partnership or other similar entity is considered a VIE unless a simple majority of limited partners (excluding limited partners that are under common control with the general partner) have substantive kick-out rights or participating rights. If an entity is determined to be a VIE, we determine which party is the primary beneficiary by analyzing whether we have both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, future cash flow projections, the entity's financing and capital structure, and contractual relationship and terms. We consolidate a VIE when we have determined that we are the primary beneficiary. Primary risks associated with our VIEs include the potential of funding the entities' debt obligations or making additional contributions to fund the entities' operations. Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. Except for Retained Debt (as described in Note 5 ), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of our Unconsolidated Real Estate Affiliates are typically amortized over lives ranging from 5 to 45 years. When cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements. The liability is limited to our maximum potential obligation to fund contractual obligations, including recourse related to certain debt obligations. Partially owned, non-variable interest joint ventures over which we have controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned joint ventures where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method. To the extent that we contribute assets to a joint venture accounted for using the equity method, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. We will recognize gains and losses on the contribution of our real estate to joint ventures, relating solely to the outside partner’s interest, to the extent the buyer is independent of the Company, the collection of the sales price is reasonably assured, and we will not be required to support the operations of the property or its related obligations to an extent greater than our proportionate interest. The combined summarized financial information of unconsolidated joint ventures is disclosed in Note 5 to the Consolidated Financial Statements. We continually analyze and assess reconsideration events, including changes in the factors mentioned above, to determine if the consolidation treatment remains appropriate. Decisions regarding consolidation of partially owned entities frequently require significant judgment by our management. Revenue Recognition and Related Matters Minimum rents are recognized on a straight-line basis over the terms of the related operating leases, including the effect of any free rent periods. Minimum rents also include lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as, accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the emergence from bankruptcy. Overage rent is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount and is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Tenant recoveries are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred. Real estate sales are recognized whenever (1) a sale is consummated, (2) the buyer has demonstrated an adequate commitment to pay for the property, (3) 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 5 . The following table summarizes the management fees from affiliates and our share of the management fee expense: Three Months Ended March 31, 2016 2015 Management fees from affiliates $ 20,669 $ 19,086 Management fee expense (7,902 ) (7,276 ) Net management fees from affiliates $ 12,767 $ 11,810 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. During the three months ended March 31, 2016 , we recorded a $40.7 million impairment charge on our Consolidated Statements of Comprehensive Income related to two operating properties. We received a bona fide purchase offer during the three months ended for one property which was less than the carrying value. The other property has non-recourse debt maturing within three months that exceeds the fair value of the underlying property. No impairment was recorded for the three months ended March 31, 2015. Changes in economic and operating conditions that occur subsequent to our review of recoverability of our properties could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those properties differ from actual results. Investment in Unconsolidated Real Estate Affiliates A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2016 and 2015 . Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results. Fair Value Measurements ( Note 4 ) The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 4 also includes a discussion of available-for-sale securities measured at fair value on a recurring basis using Level 1 inputs. Note 9 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility. Our credit risk exposure with regard to our cash and the $1.5 billion available under our credit facility is spread among a diversified group of investment grade financial institutions. We had no outstanding balance and $315.0 million outstanding under our credit facility as of March 31, 2016 and December 31, 2015, respectively. Recently Issued Accounting Pronouncements Effective January 1, 2016, the Financial Accounting Standards Board ("FASB") issued an update that required us to evaluate whether we should consolidate certain legal entities. Specifically, the amendments: (i) modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminated the presumption that a general partner should consolidate a limited partnership, (iii) affected the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provided a scope exception for certain entities. The adoption of this standard did not materially impact our consolidated financial statements. Effective January 1, 2016, companies are required to present debt issuance costs related to a recognized debt liability (excluding revolving credit facility) as a direct deduction from the carrying amount of that debt liability on the balance sheet. The recognition and measurement guidance for debt issuance costs will not be affected. We elected to early adopt this pronouncement as of December 31, 2015 which resulted in the reclassification of unamortized capitalized loan fees from deferred expenses to a direct reduction of the Company’s indebtedness on our Consolidated Balance Sheets for all periods presented in our Annual Report for the fiscal year ended December 31, 2015. 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. In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. In addition, disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2016-02 mandates a modified retrospective transition method. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

FAIR VALUE

FAIR VALUE	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE	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. Total Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Provisions for impairment Three Months Ending March 31, 2016 Investments in real estate (1) $ 187,800 $ — $ 69,500 $ 118,300 (40,705 ) (1) Refer to Note 2 for more information regarding impairment. Unobservable Quantative Input Range Discount rates 9.0% to 11.0% Terminal capitalization rates 9.0% to 10.0% Nonrecurring Fair Value of Notes Receivable We estimate fair value relating to the note receivable from Rique (defined in Note 12 ). Based on current information and events, we believe it is probable that we will be unable to collect all amounts due according to the contractual terms of the note receivable. As the Rique note receivable is a collateral dependent loan, we have estimated the provision for loss based on the fair value of the market price of the Aliansce (defined in Note 12 ) shares which serve as the collateral for the loan. Based on the market price and Brazilian Real exchange rate of the Aliansce stock, the note with based on is measured at fair value on our Consolidated Balance Sheets using Level 1 inputs and included in accounts and notes receivable, net. The fair value is shown below. Total Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Provision for loan loss Balance at March 31, 2016 Notes Receivable $ 71,013 $ 71,013 $ — $ — $ (36,069 ) 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 March 31, 2016 and December 31, 2015 . March 31, 2016 December 31, 2015 Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value Fixed-rate debt $ 11,886,319 $ 12,558,609 $ 11,921,302 $ 12,247,451 Variable-rate debt 1,981,897 1,987,645 2,294,858 2,304,551 $ 13,868,216 $ 14,546,254 $ 14,216,160 $ 14,552,002 (1) Includes market rate adjustments of $32.8 million and $33.0 million and deferred financing costs of $37.5 million and $40.2 million as of March 31, 2016 and December 31, 2015 , respectively. The fair value of our Junior Subordinated Notes approximates their carrying amount as of March 31, 2016 and December 31, 2015 . 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. March 31, 2016 December 31, 2015 Fair Value Cost Basis Unrealized Gain Fair Value Cost Basis Unrealized Gain Marketable securities: Seritage Growth Properties $ — $ — $ — $ 45,278 $ 33,300 $ 11,978 During the three months ended March 31, 2016 , we divested the entire investment in Seritage Growth Properties, recognized a gain of $13.1 million in management fees and other corporate revenues, and reclassified $12.0 million out of other comprehensive loss.

UNCONSOLIDATED REAL ESTATE AFFI

UNCONSOLIDATED REAL ESTATE AFFILIATES	3 Months Ended
	Mar. 31, 2016
UNCONSOLIDATED REAL ESTATE AFFILIATES
UNCONSOLIDATED REAL ESTATE AFFILIATES	UNCONSOLIDATED REAL ESTATE AFFILIATES Following is summarized financial information for all of our Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates, inclusive of investments accounted for using the cost method ( Note 2 ). March 31, 2016 December 31, 2015 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets: Land $ 1,985,176 $ 1,949,577 Buildings and equipment 12,464,359 12,344,045 Less accumulated depreciation (3,211,755 ) (3,131,659 ) Construction in progress 639,623 828,521 Net property and equipment 11,877,403 11,990,484 Investment in unconsolidated joint ventures 423,652 421,778 Net investment in real estate 12,301,055 12,412,262 Cash and cash equivalents 343,959 426,470 Accounts and notes receivable, net 405,610 258,589 Deferred expenses, net 261,669 239,262 Prepaid expenses and other assets 445,345 472,123 Total assets $ 13,757,638 $ 13,808,706 Liabilities and Owners’ Equity: \ Mortgages, notes and loans payable $ 9,874,214 $ 9,812,378 Accounts payable, accrued expenses and other liabilities 595,280 740,388 Cumulative effect of foreign currency translation ("CFCT") (59,350 ) (67,224 ) Owners’ equity, excluding CFCT 3,347,494 3,323,164 Total liabilities and owners’ equity $ 13,757,638 $ 13,808,706 Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: Owners’ equity $ 3,288,144 $ 3,255,940 Less: joint venture partners’ equity (1,523,252 ) (1,518,581 ) Plus: excess investment/basis differences 1,551,357 1,550,193 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net (equity method) 3,316,249 3,287,552 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net (cost method) 180,000 180,000 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,496,249 $ 3,467,552 Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates $ 3,535,457 $ 3,506,040 Liability - Investment in Unconsolidated Real Estate Affiliates (39,208 ) (38,488 ) Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,496,249 $ 3,467,552 Three Months Ended March 31, 2016 2015 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 258,122 $ 223,959 Tenant recoveries 115,446 98,024 Overage rents 7,527 6,152 Condominium sales 282,838 — Other 12,104 12,529 Total revenues 676,037 340,664 Expenses: Real estate taxes 30,546 26,879 Property maintenance costs 10,995 12,655 Marketing 8,508 3,980 Other property operating costs 50,510 47,569 Condominium cost of sales 206,221 — Provision for doubtful accounts 3,732 3,337 Property management and other costs (2) 16,907 15,254 General and administrative 273 1,115 Depreciation and amortization 109,281 93,922 Total expenses 436,973 204,711 Operating income 239,064 135,953 Interest income 1,899 1,954 Interest expense (101,018 ) (92,297 ) Provision for income taxes (169 ) (205 ) Equity in loss of unconsolidated joint ventures (32,437 ) (180 ) Income from continuing operations 107,339 45,225 Allocation to noncontrolling interests (32 ) (8 ) Net income attributable to the ventures $ 107,307 $ 45,217 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 107,307 $ 45,217 Joint venture partners’ share of income (40,459 ) (22,243 ) Amortization of capital or basis differences (9,357 ) (11,721 ) Equity in income of Unconsolidated Real Estate Affiliates $ 57,491 $ 11,253 (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. The Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures that are not consolidated. We hold interests in 24 domestic joint ventures, comprising 41 U.S. retail properties and one joint venture in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the the investment, we utilize the equity method. If we have neither control or significant influence, we utilize the cost method. On March 7, 2014, we formed a joint venture, AMX Partners, LLC ("AMX"), with Kahiolu Partners, LLC ("MKB") for the purpose of constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. AMX commenced recognizing revenues and cost of sales from the sale of condominiums using the percentage of completion method during the three months ended March 31, 2016 . In accordance with GAAP, sales of condominiums have been recognized using the percentage of completion method. Under this method, revenue is recognized when (1) construction is beyond a preliminary stage, (2) buyers are unable to receive refunds of down-payments except in the event of non-delivery, (3) a substantial percentage of the condominiums are under firm contracts, (4) collection of the sales price is reasonably assured and (5) sales proceeds and costs can be reasonably estimated. The revenue from condominium sales is calculated based on the percentage of completion, as determined by the construction contract costs incurred to date in relation to the total estimated construction costs. On March 24, 2016, Kenwood Towne Centre (property included in a joint venture of which we are 50% owner) acquired fee title to a portion of the property previously held under ground lease for a gross purchase price of $43.0 million . On January 29, 2016, we sold our interest in 522 Fifth Avenue to our joint venture partner, for $25.0 million , inclusive of the repayment of previously existing notes receivable from our joint venture partner. We received proceeds of $10.0 million upon closing and will receive the remaining $15.0 million in proceeds on December 1, 2016. This transaction resulted in a gain on sale of $11.0 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the three months ended March 31, 2016 . On January 8, 2016, we closed on the sale of our 50% interest in Owings Mills to our joint venture partner for a gross sales price of $11.6 million . This transaction resulted in a gain on sale of $0.6 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the three months ended March 31, 2016 . 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. Unconsolidated Mortgages, Notes and Loans Payable, and Retained Debt Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $5.1 billion as of March 31, 2016 and December 31, 2015 , including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had retained debt of $87.5 million at one property as of March 31, 2016 , and $87.9 million as of December 31, 2015 . 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 March 31, 2016 , 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	3 Months Ended
	Mar. 31, 2016
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: March 31, 2016 (1) Weighted-Average Interest Rate (2) December 31, 2015 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable (4) $ 11,886,319 4.43 % $ 11,921,302 4.43 % Total fixed-rate debt 11,886,319 4.43 % 11,921,302 4.43 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 1,992,483 2.26 % 1,991,022 2.08 % Revolving credit facility (5) (10,586 ) — 303,836 1.89 % Total variable-rate debt 1,981,897 2.26 % 2,294,858 2.05 % Total Mortgages, notes and loans payable $ 13,868,216 4.12 % $ 14,216,160 4.05 % Junior subordinated notes $ 206,200 2.07 % $ 206,200 1.77 % (1) Includes $32.8 million of market rate adjustments and $37.5 million of deferred financing costs. (2) Represents the weighted-average interest rates on our contractual principal balances. (3) Includes $33.0 million of market rate adjustments and $40.2 million of deferred financing costs. (4) $1.4 billion of the variable-rate balance is cross-collateralized. (5) Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs. Collateralized Mortgages, Notes and Loans Payable As of March 31, 2016 , $18.1 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.4 billion of debt, are cross-collateralized with other properties. Although a majority of the $13.9 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $1.5 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 year ended December 31, 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 10.0 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% . We also obtained new mortgage notes totaling $250.0 million on two properties with a weighted-average term-to-maturity of 10.0 years and a weighted-average interest rate of 4.3% . We did not refinance any consolidated mortgage notes during the three months ended March 31, 2016 . Corporate and Other Unsecured Loans We have certain unsecured debt obligations, the terms of which are described below: March 31, 2016 (1) Weighted-Average Interest Rate December 31, 2015 (2) Weighted-Average Interest Rate Unsecured debt: Revolving credit facility $ — — $ 315,000 1.89 % Total unsecured debt $ — — $ 315,000 1.89 % (1) Excludes deferred financing costs of $10.6 million in 2016 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $11.2 million in 2015 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. Our revolving credit facility (the "Facility") as amended on October 30, 2015, provides for revolving loans of up to $1.1 billion . The Facility has an uncommitted accordion feature for a total facility of up to $1.5 billion . The Facility is scheduled to mature in October 2020 and is unsecured. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 130 to 190 basis points or at a base rate plus 30 to 90 basis points, which is determined by the Company’s leverage level. The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including, but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt-to-value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of March 31, 2016 . As of March 31, 2016 , no amount 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 March 31, 2016 and December 31, 2015 . Letters of Credit and Surety Bonds We had outstanding letters of credit and surety bonds of $50.8 million as of March 31, 2016 and $76.1 million as of December 31, 2015 . 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 March 31, 2016 .

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2016
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 2015 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2011 through 2015 . We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of March 31, 2016 .

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2016
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 2015 and 2016 , 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, 2015 87,856,714 9.05 8.84 July 15, 2015 88,433,357 8.99 8.78 October 15, 2015 89,039,571 8.93 8.72 December 15, 2015 89,697,535 8.86 8.66 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 70 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 March 31, 2016 , the Warrants are exercisable into approximately 63 million common shares of the Company, at a weighted-average exercise price of approximately $8.82 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	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 2015 Distributions to preferred GGPOP units $ (2,201 ) $ (2,232 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units) (1,035 ) (3,440 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units) (490 ) (906 ) Net loss (income) allocated to noncontrolling interest in consolidated real estate affiliates 169 (441 ) Allocation to noncontrolling interests (3,557 ) (7,019 ) Other comprehensive loss allocated to noncontrolling interests 62 229 Comprehensive income allocated to noncontrolling interests $ (3,495 ) $ (6,790 ) 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 March 31, 2016 , the aggregate amount of cash we would have paid would have been $141.7 million and $167.7 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 March 31, 2016 Converted Basis to Common Units Outstanding as of March 31, 2016 Conversion Price Redemption Value (1) Series B 3.00000 1,250 3,901 $ 16.66670 $ 115,962 Series D 1.50821 533 835 33.15188 26,637 Series E 1.29836 503 679 38.51000 25,133 $ 167,732 (1) The conversion price of Series B preferred units is lower than the GGP March 31, 2016 closing common stock price of $29.73 ; therefore, the March 31, 2016 common stock price of $29.73 , 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 three months ended March 31, 2016 , and 2015 . Balance at January 1, 2015 $ 299,296 Net income 3,440 Distributions (1,109 ) Redemption of GGPOP units (713 ) Other comprehensive loss (229 ) Fair value adjustment for noncontrolling interests in Operating Partnership 9,730 Balance at March 31, 2015 $ 310,415 Balance at January 1, 2016 $ 287,627 Net income 1,035 Distributions (1,668 ) Redemption of GGPOP units (1,592 ) Other comprehensive loss (62 ) Fair value adjustment for noncontrolling interests in Operating Partnership 24,130 Balance at March 31, 2016 $ 309,470 Common Stock Dividend Our Board of Directors declared common stock dividends during 2016 and 2015 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2016 May 2 July 15 July 29, 2016 $ 0.19 February 1 April 15 April 29, 2016 0.19 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 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, 6,398 shares were issued during the three months ended March 31, 2016 and 4,149 shares were issued during the three months ended March 31, 2015 . 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 2016 and 2015 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2016 May 2 June 15 July 1, 2016 $ 0.3984 February 1 April 15 April 29, 2016 0.3984 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 Accumulated Other Comprehensive Loss The following table reflects the activity of the components of accumulated other comprehensive loss for the three months ended March 31, 2016 , and 2015 : Foreign currency translation Net unrealized gains (losses) on other financial instruments Reclassification adjustment for realized gains on available-for-sale securities included in net income Total Balance at January 1, 2015 $ (51,823 ) $ 70 $ — $ (51,753 ) Other comprehensive income (loss) (17,489 ) (21 ) — (17,510 ) Balance at March 31, 2015 $ (69,312 ) $ 49 $ — $ (69,263 ) Balance at January 1, 2016 $ (84,798 ) $ 100 $ 11,894 $ (72,804 ) Other comprehensive income (loss) 6,939 9 (11,894 ) (4,946 ) Balance at March 31, 2016 $ (77,859 ) $ 109 $ — $ (77,750 ) Realized gains from the sale of available-for-sale securities are included in management fees and other corporate revenues.

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 2015 Numerators - Basic and Diluted: Income from continuing operations $ 195,337 $ 641,750 Preferred Stock dividends (3,984 ) (3,984 ) Allocation to noncontrolling interests (3,557 ) (7,019 ) Income from continuing operations - attributable to common stockholders 187,796 630,747 Net income 195,337 641,750 Preferred Stock dividends (3,984 ) (3,984 ) Allocation to noncontrolling interests (3,557 ) (7,019 ) Net income attributable to common stockholders $ 187,796 $ 630,747 Denominators: Weighted-average number of common shares outstanding - basic 882,673 885,462 Effect of dilutive securities 67,481 68,970 Weighted-average number of common shares outstanding - diluted 950,154 954,432 Anti-dilutive Securities: Effect of Preferred Units 5,415 5,472 Effect of Common Units 4,768 4,799 Effect of LTIP Units 1,742 1,256 Weighted-average number of anti-dilutive securities 11,925 11,527 For the three months ended March 31, 2016 and 2015 , dilutive options and dilutive shares related to the Warrants are included in the denominator of EPS. Outstanding Common Units and LTIP Units have also been excluded from the diluted earnings per share calculation because including such Common Units would also require that the share of GGPOP income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Units dividend be added back to the net income, resulting in anti-dilution. GGP owned 55,969,390 shares of treasury stock as of March 31, 2016 and 2015. 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	3 Months Ended
	Mar. 31, 2016
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. On February 17, 2016, the Company’s Equity Plan was amended to allow for the grant of restricted stock or LTIP Units to certain officers, directors, and employees of the Company that vest based on the achievement of certain established metrics that are based on the performance of the Company. Compensation expense related to stock-based compensation plans for the three months ended March 31, 2016 , and 2015 is summarized in the following table in thousands: Three Months Ended March 31, 2016 2015 Stock options - Property management and other costs $ 1,487 $ 1,889 Stock options - General and administrative 2,755 2,794 Restricted stock - Property management and other costs 541 773 Restricted stock - General and administrative 149 148 LTIP Units - Property management and other costs 209 383 LTIP Units - General and administrative 3,168 2,466 Total $ 8,309 $ 8,453 The following tables summarize stock option and LTIP Unit activity for the Equity Plan for GGP for the three months ended March 31, 2016 , and 2015 : 2016 2015 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 18,162,700 $ 17.51 19,744,224 $ 17.36 Granted 91,261 26.07 267,253 29.15 Exercised (318,826 ) 17.79 (936,082 ) 16.75 Forfeited (207,446 ) 20.02 (124,784 ) 20.22 Expired (468 ) 19.24 (2,439 ) 19.24 Stock options Outstanding at March 31, 17,727,221 $ 17.52 18,948,172 $ 17.53 2016 2015 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value LTIP Units Outstanding at January 1, 1,724,747 $ 29.33 — $ — Granted 2,640,963 26.07 1,758,396 29.33 Exercised — — — — Forfeited (38,862 ) 29.15 — — Expired — — — — LTIP Units Outstanding at March 31, 4,326,848 $ 27.35 1,758,396 $ 29.33 There was no significant restricted stock activity for the three months ended March 31, 2016 and 2015 .

ACCOUNTS AND NOTES RECEIVABLE,

ACCOUNTS AND NOTES RECEIVABLE, NET	3 Months Ended
	Mar. 31, 2016
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. March 31, 2016 December 31, 2015 Trade receivables $ 114,154 $ 109,399 Notes receivable 621,086 614,305 Straight-line rent receivable 241,575 236,589 Other accounts receivable 3,393 3,918 Total accounts and notes receivable 980,208 964,211 Provision for doubtful accounts (17,811 ) (14,655 ) Total accounts and notes receivable, net $ 962,397 $ 949,556 On November 11, 2015, we entered into a promissory note with our joint venture partner, Ashkenazy Holding Co., LLC ("AHC"), in which we lent $57.6 million that bears interest at 8% 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 ("AACMDD"). We have an option through November 15, 2016 to purchase the collateral in exchange for cancellation of the note. If the option is exercised, the closing date will be on January 16, 2017 and all amounts previously paid by AHC must be repaid to AHC. On September 17, 2015, we entered into a promissory note with our joint venture partner, 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 AACMDD. 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 (defined in Note 5), in which we would lend MKB up to $80 million for capital calls after an initial contribution of $80 million by MKB and until the joint venture secured construction financing. This loan bears interest at LIBOR plus 6% and is secured by MKB's partnership interest in AMX, which is constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. As of March 31, 2016 , 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. 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. As of March 31, 2016, there was $217.3 million outstanding on these loans. Also included in notes receivable is $112.3 million and $47.5 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 $71.0 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. During the three months ended March 31, 2016 , we determined, based on current information and events, that it is probable that we will be unable to collect all amounts due according to the contractual terms of the receivable. As the note receivable is a collateral dependent loan, we have estimated the provision for loss based on the fair value of the market price of the Aliansce shares which serve as the collateral for the loan. We recognized a $36.1 million loss on the note recorded in the provision for loan loss on the Consolidated Statements of Comprehensive Income based on the value of the collateral and included accrued interest of $7.5 million in the provision for loan loss. We recognized the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Comprehensive Income.

PREPAID EXPENSES AND OTHER ASSE

PREPAID EXPENSES AND OTHER ASSETS	3 Months Ended
	Mar. 31, 2016
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. March 31, 2016 December 31, 2015 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 601,291 $ (394,212 ) $ 207,079 $ 644,728 $ (416,181 ) $ 228,547 Below-market ground leases, net 118,994 (11,226 ) 107,768 119,545 (10,761 ) 108,784 Real estate tax stabilization agreement, net 111,506 (34,035 ) 77,471 111,506 (32,458 ) 79,048 Total intangible assets $ 831,791 $ (439,473 ) $ 392,318 $ 875,779 $ (459,400 ) $ 416,379 Remaining prepaid expenses and other assets: Security and escrow deposits 78,896 87,818 Prepaid expenses 40,464 43,809 Other non-tenant receivables (1) 349,864 342,438 Deferred tax, net of valuation allowances 21,000 19,743 Marketable securities — 45,278 Other 57,466 41,869 Total remaining prepaid expenses and other assets 547,690 580,955 Total prepaid expenses and other assets $ 940,008 $ 997,334 (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	3 Months Ended
	Mar. 31, 2016
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. March 31, 2016 December 31, 2015 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 325,532 (184,496 ) $ 141,036 356,115 (203,474 ) $ 152,641 Above-market headquarters office leases, net 15,268 (9,040 ) $ 6,228 15,268 (8,604 ) $ 6,664 Above-market ground leases, net 9,127 (1,982 ) $ 7,145 9,127 (1,890 ) $ 7,237 Total intangible liabilities $ 349,927 $ (195,518 ) $ 154,409 $ 380,510 $ (213,968 ) $ 166,542 Remaining Accounts payable and accrued expenses: Accrued interest 47,074 46,129 Accounts payable and accrued expenses 62,923 64,954 Accrued real estate taxes 75,492 80,599 Deferred gains/income 103,191 125,701 Accrued payroll and other employee liabilities 28,159 66,970 Construction payable 116,219 158,027 Tenant and other deposits 23,278 25,296 Insurance reserve liability 16,060 15,780 Capital lease obligations 11,204 11,385 Conditional asset retirement obligation liability 5,877 5,927 Other 23,524 17,183 Total remaining Accounts payable and accrued expenses 513,001 617,951 Total Accounts payable and accrued expenses $ 667,410 $ 784,493

LITIGATION

LITIGATION	3 Months Ended
	Mar. 31, 2016
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	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 2015 Contractual rent expense, including participation rent $ 2,107 $ 2,300 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,527 1,697

SUBSEQUENT EVENTS (Notes)

SUBSEQUENT EVENTS (Notes)	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On April 25, 2016, the Company amended the $1.4 billion corporate loan. The amended loan is secured by cross collateralized mortgages on 15 properties. The interest rate remained consistent at the London Interbank Offered Rate ("LIBOR") plus 1.75% , however, the Company was able to decrease the recourse from 100% to 50% and extend the term for three years . The loan now matures April 25, 2019, with two one year extension options.

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of GGPOP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. Through consideration of new consolidation guidance, we have concluded that each of the Operating Partnerships are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities. We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. 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 A gain of $12.0 million that was previously recorded as equity in income of Unconsolidated Real Estate Affiliates on the Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows was separately presented as Unconsolidated Real Estate Affiliates—gain on investment for the three months ended March 31, 2015 to conform prior periods to the current year presentation. In addition, $0.1 million of expenses were reclassified from other property operating costs to marketing for the three months ended March 31, 2015 to conform prior periods to the current year presentation. The reclassifications are changes from one acceptable presentation to another acceptable presentation.
Properties	Properties Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10 - 45 years. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 10 - 45 Equipment and fixtures 3 - 20 Tenant improvements Shorter of useful life or applicable lease term
Acquisitions of Operating Properties	Acquisitions of Operating Properties (Note 3) Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. 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 March 31, 2016 Tenant leases: In-place value $ 370,134 $ (238,402 ) $ 131,732 As of December 31, 2015 Tenant leases: In-place value $ 409,637 $ (264,616 ) $ 145,021 The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets ( Note 13 ). The below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses ( Note 14 ) in our Consolidated Balance Sheets. Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , had the following effects on our Income from continuing operations: Three Months Ended March 31, 2016 2015 Amortization/accretion effect on continuing operations $ (24,184 ) $ (48,880 ) Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , is estimated to decrease results from continuing operations as follows: Year Amount 2016 Remaining $ 65,158 2017 66,733 2018 43,421 2019 26,220 2020 17,710
Management Fees and Other Corporate Revenues	Management Fees and Other Corporate Revenues Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 5 . The following table summarizes the management fees from affiliates and our share of the management fee expense: Three Months Ended March 31, 2016 2015 Management fees from affiliates $ 20,669 $ 19,086 Management fee expense (7,902 ) (7,276 ) Net management fees from affiliates $ 12,767 $ 11,810
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. During the three months ended March 31, 2016 , we recorded a $40.7 million impairment charge on our Consolidated Statements of Comprehensive Income related to two operating properties. We received a bona fide purchase offer during the three months ended for one property which was less than the carrying value. The other property has non-recourse debt maturing within three months that exceeds the fair value of the underlying property. No impairment was recorded for the three months ended March 31, 2015. Changes in economic and operating conditions that occur subsequent to our review of recoverability of our properties could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those properties differ from actual results. Investment in Unconsolidated Real Estate Affiliates A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2016 and 2015 . Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results.
Fair Value Measurements	Fair Value Measurements ( Note 4 ) The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 4 also includes a discussion of available-for-sale securities measured at fair value on a recurring basis using Level 1 inputs. Note 9 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, 2016, the Financial Accounting Standards Board ("FASB") issued an update that required us to evaluate whether we should consolidate certain legal entities. Specifically, the amendments: (i) modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminated the presumption that a general partner should consolidate a limited partnership, (iii) affected the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provided a scope exception for certain entities. The adoption of this standard did not materially impact our consolidated financial statements. Effective January 1, 2016, companies are required to present debt issuance costs related to a recognized debt liability (excluding revolving credit facility) as a direct deduction from the carrying amount of that debt liability on the balance sheet. The recognition and measurement guidance for debt issuance costs will not be affected. We elected to early adopt this pronouncement as of December 31, 2015 which resulted in the reclassification of unamortized capitalized loan fees from deferred expenses to a direct reduction of the Company’s indebtedness on our Consolidated Balance Sheets for all periods presented in our Annual Report for the fiscal year ended December 31, 2015. 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, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from t

ACQUISITIONS, SALES AND JOINT26

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY (Table)	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
Gain Calculation	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 December 31, 2015 38.0 15.4 Gain attributable to post-sale development activities for the three months ended March 31, 2016 6.8 3.3 Estimated future gain from changes in control of investment properties and other 19.5 — Estimated future Unconsolidated Real Estate Affiliates - gain on investment $ — $ 9.8

SUMMARY OF SIGNIFICANT ACCOUN27

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 Tenant leases: In-place value $ 370,134 $ (238,402 ) $ 131,732 As of December 31, 2015 Tenant leases: In-place value $ 409,637 $ (264,616 ) $ 145,021
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 13 and Note 14 , had the following effects on our Income from continuing operations: Three Months Ended March 31, 2016 2015 Amortization/accretion effect on continuing operations $ (24,184 ) $ (48,880 )
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 13 and Note 14 , is estimated to decrease results from continuing operations as follows: Year Amount 2016 Remaining $ 65,158 2017 66,733 2018 43,421 2019 26,220 2020 17,710
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 March 31, 2016 2015 Management fees from affiliates $ 20,669 $ 19,086 Management fee expense (7,902 ) (7,276 ) Net management fees from affiliates $ 12,767 $ 11,810

FAIR VALUE (Tables)

FAIR VALUE (Tables)	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value of Debt	Management’s estimates of fair value are presented below for our debt as of March 31, 2016 and December 31, 2015 . March 31, 2016 December 31, 2015 Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value Fixed-rate debt $ 11,886,319 $ 12,558,609 $ 11,921,302 $ 12,247,451 Variable-rate debt 1,981,897 1,987,645 2,294,858 2,304,551 $ 13,868,216 $ 14,546,254 $ 14,216,160 $ 14,552,002 (1) Includes market rate adjustments of $32.8 million and $33.0 million and deferred financing costs of $37.5 million and $40.2 million as of March 31, 2016 and December 31, 2015 , respectively.
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. March 31, 2016 December 31, 2015 Fair Value Cost Basis Unrealized Gain Fair Value Cost Basis Unrealized Gain Marketable securities: Seritage Growth Properties $ — $ — $ — $ 45,278 $ 33,300 $ 11,978

UNCONSOLIDATED REAL ESTATE AF29

UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)	3 Months Ended
	Mar. 31, 2016
UNCONSOLIDATED REAL ESTATE AFFILIATES
Schedule of summarized financial information for Unconsolidated Real Estate Affiliates	March 31, 2016 December 31, 2015 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets: Land $ 1,985,176 $ 1,949,577 Buildings and equipment 12,464,359 12,344,045 Less accumulated depreciation (3,211,755 ) (3,131,659 ) Construction in progress 639,623 828,521 Net property and equipment 11,877,403 11,990,484 Investment in unconsolidated joint ventures 423,652 421,778 Net investment in real estate 12,301,055 12,412,262 Cash and cash equivalents 343,959 426,470 Accounts and notes receivable, net 405,610 258,589 Deferred expenses, net 261,669 239,262 Prepaid expenses and other assets 445,345 472,123 Total assets $ 13,757,638 $ 13,808,706 Liabilities and Owners’ Equity: \ Mortgages, notes and loans payable $ 9,874,214 $ 9,812,378 Accounts payable, accrued expenses and other liabilities 595,280 740,388 Cumulative effect of foreign currency translation ("CFCT") (59,350 ) (67,224 ) Owners’ equity, excluding CFCT 3,347,494 3,323,164 Total liabilities and owners’ equity $ 13,757,638 $ 13,808,706 Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: Owners’ equity $ 3,288,144 $ 3,255,940 Less: joint venture partners’ equity (1,523,252 ) (1,518,581 ) Plus: excess investment/basis differences 1,551,357 1,550,193 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net (equity method) 3,316,249 3,287,552 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net (cost method) 180,000 180,000 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,496,249 $ 3,467,552 Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates $ 3,535,457 $ 3,506,040 Liability - Investment in Unconsolidated Real Estate Affiliates (39,208 ) (38,488 ) Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,496,249 $ 3,467,552 Three Months Ended March 31, 2016 2015 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 258,122 $ 223,959 Tenant recoveries 115,446 98,024 Overage rents 7,527 6,152 Condominium sales 282,838 — Other 12,104 12,529 Total revenues 676,037 340,664 Expenses: Real estate taxes 30,546 26,879 Property maintenance costs 10,995 12,655 Marketing 8,508 3,980 Other property operating costs 50,510 47,569 Condominium cost of sales 206,221 — Provision for doubtful accounts 3,732 3,337 Property management and other costs (2) 16,907 15,254 General and administrative 273 1,115 Depreciation and amortization 109,281 93,922 Total expenses 436,973 204,711 Operating income 239,064 135,953 Interest income 1,899 1,954 Interest expense (101,018 ) (92,297 ) Provision for income taxes (169 ) (205 ) Equity in loss of unconsolidated joint ventures (32,437 ) (180 ) Income from continuing operations 107,339 45,225 Allocation to noncontrolling interests (32 ) (8 ) Net income attributable to the ventures $ 107,307 $ 45,217 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 107,307 $ 45,217 Joint venture partners’ share of income (40,459 ) (22,243 ) Amortization of capital or basis differences (9,357 ) (11,721 ) Equity in income of Unconsolidated Real Estate Affiliates $ 57,491 $ 11,253 (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.

MORTGAGES, NOTES AND LOANS PA30

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Summary of mortgages, notes and loans payable and weighted average interest rates	Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows: March 31, 2016 (1) Weighted-Average Interest Rate (2) December 31, 2015 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable (4) $ 11,886,319 4.43 % $ 11,921,302 4.43 % Total fixed-rate debt 11,886,319 4.43 % 11,921,302 4.43 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 1,992,483 2.26 % 1,991,022 2.08 % Revolving credit facility (5) (10,586 ) — 303,836 1.89 % Total variable-rate debt 1,981,897 2.26 % 2,294,858 2.05 % Total Mortgages, notes and loans payable $ 13,868,216 4.12 % $ 14,216,160 4.05 % Junior subordinated notes $ 206,200 2.07 % $ 206,200 1.77 % (1) Includes $32.8 million of market rate adjustments and $37.5 million of deferred financing costs. (2) Represents the weighted-average interest rates on our contractual principal balances. (3) Includes $33.0 million of market rate adjustments and $40.2 million of deferred financing costs. (4) $1.4 billion of the variable-rate balance is cross-collateralized. (5) Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.
Schedule of terms of unsecured debt obligations	We have certain unsecured debt obligations, the terms of which are described below: March 31, 2016 (1) Weighted-Average Interest Rate December 31, 2015 (2) Weighted-Average Interest Rate Unsecured debt: Revolving credit facility $ — — $ 315,000 1.89 % Total unsecured debt $ — — $ 315,000 1.89 % (1) Excludes deferred financing costs of $10.6 million in 2016 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $11.2 million in 2015 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2016
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 2015 and 2016 , 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, 2015 87,856,714 9.05 8.84 July 15, 2015 88,433,357 8.99 8.78 October 15, 2015 89,039,571 8.93 8.72 December 15, 2015 89,697,535 8.86 8.66

EQUITY AND REDEEMABLE NONCONT32

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
Schedule of activity included in allocation to noncontrolling interests	The following table reflects the activity included in the allocation to noncontrolling interests. Three Months Ended March 31, 2016 2015 Distributions to preferred GGPOP units $ (2,201 ) $ (2,232 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units) (1,035 ) (3,440 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units) (490 ) (906 ) Net loss (income) allocated to noncontrolling interest in consolidated real estate affiliates 169 (441 ) Allocation to noncontrolling interests (3,557 ) (7,019 ) Other comprehensive loss allocated to noncontrolling interests 62 229 Comprehensive income allocated to noncontrolling interests $ (3,495 ) $ (6,790 )
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 March 31, 2016 Converted Basis to Common Units Outstanding as of March 31, 2016 Conversion Price Redemption Value (1) Series B 3.00000 1,250 3,901 $ 16.66670 $ 115,962 Series D 1.50821 533 835 33.15188 26,637 Series E 1.29836 503 679 38.51000 25,133 $ 167,732 (1) The conversion price of Series B preferred units is lower than the GGP March 31, 2016 closing common stock price of $29.73 ; therefore, the March 31, 2016 common stock price of $29.73 , 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 three months ended March 31, 2016 , and 2015 . Balance at January 1, 2015 $ 299,296 Net income 3,440 Distributions (1,109 ) Redemption of GGPOP units (713 ) Other comprehensive loss (229 ) Fair value adjustment for noncontrolling interests in Operating Partnership 9,730 Balance at March 31, 2015 $ 310,415 Balance at January 1, 2016 $ 287,627 Net income 1,035 Distributions (1,668 ) Redemption of GGPOP units (1,592 ) Other comprehensive loss (62 ) Fair value adjustment for noncontrolling interests in Operating Partnership 24,130 Balance at March 31, 2016 $ 309,470
Summary of dividends declared	Our Board of Directors declared common stock dividends during 2016 and 2015 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2016 May 2 July 15 July 29, 2016 $ 0.19 February 1 April 15 April 29, 2016 0.19 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
Schedule of Preferred Dividends Payable	Our Board of Directors declared preferred stock dividends during 2016 and 2015 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2016 May 2 June 15 July 1, 2016 $ 0.3984 February 1 April 15 April 29, 2016 0.3984 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
Schedule of accumulated other comprehensive loss	The following table reflects the activity of the components of accumulated other comprehensive loss for the three months ended March 31, 2016 , and 2015 : Foreign currency translation Net unrealized gains (losses) on other financial instruments Reclassification adjustment for realized gains on available-for-sale securities included in net income Total Balance at January 1, 2015 $ (51,823 ) $ 70 $ — $ (51,753 ) Other comprehensive income (loss) (17,489 ) (21 ) — (17,510 ) Balance at March 31, 2015 $ (69,312 ) $ 49 $ — $ (69,263 ) Balance at January 1, 2016 $ (84,798 ) $ 100 $ 11,894 $ (72,804 ) Other comprehensive income (loss) 6,939 9 (11,894 ) (4,946 ) Balance at March 31, 2016 $ (77,859 ) $ 109 $ — $ (77,750 )

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2016
Earnings Per Share [Abstract]
Summary of information related to EPS calculations	Information related to our EPS calculations is summarized as follows: Three Months Ended March 31, 2016 2015 Numerators - Basic and Diluted: Income from continuing operations $ 195,337 $ 641,750 Preferred Stock dividends (3,984 ) (3,984 ) Allocation to noncontrolling interests (3,557 ) (7,019 ) Income from continuing operations - attributable to common stockholders 187,796 630,747 Net income 195,337 641,750 Preferred Stock dividends (3,984 ) (3,984 ) Allocation to noncontrolling interests (3,557 ) (7,019 ) Net income attributable to common stockholders $ 187,796 $ 630,747 Denominators: Weighted-average number of common shares outstanding - basic 882,673 885,462 Effect of dilutive securities 67,481 68,970 Weighted-average number of common shares outstanding - diluted 950,154 954,432 Anti-dilutive Securities: Effect of Preferred Units 5,415 5,472 Effect of Common Units 4,768 4,799 Effect of LTIP Units 1,742 1,256 Weighted-average number of anti-dilutive securities 11,925 11,527

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	3 Months Ended
	Mar. 31, 2016
Stock-Based Compensation Plans
Schedule of Share-based Compensation, Activity [Table Text Block]	2016 2015 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value LTIP Units Outstanding at January 1, 1,724,747 $ 29.33 — $ — Granted 2,640,963 26.07 1,758,396 29.33 Exercised — — — — Forfeited (38,862 ) 29.15 — — Expired — — — — LTIP Units Outstanding at March 31, 4,326,848 $ 27.35 1,758,396 $ 29.33
Summary of compensation expense related to stock-based compensation plans	Compensation expense related to stock-based compensation plans for the three months ended March 31, 2016 , and 2015 is summarized in the following table in thousands: Three Months Ended March 31, 2016 2015 Stock options - Property management and other costs $ 1,487 $ 1,889 Stock options - General and administrative 2,755 2,794 Restricted stock - Property management and other costs 541 773 Restricted stock - General and administrative 149 148 LTIP Units - Property management and other costs 209 383 LTIP Units - General and administrative 3,168 2,466 Total $ 8,309 $ 8,453
Summary of stock option activity	The following tables summarize stock option and LTIP Unit activity for the Equity Plan for GGP for the three months ended March 31, 2016 , and 2015 : 2016 2015 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 18,162,700 $ 17.51 19,744,224 $ 17.36 Granted 91,261 26.07 267,253 29.15 Exercised (318,826 ) 17.79 (936,082 ) 16.75 Forfeited (207,446 ) 20.02 (124,784 ) 20.22 Expired (468 ) 19.24 (2,439 ) 19.24 Stock options Outstanding at March 31, 17,727,221 $ 17.52 18,948,172 $ 17.53

ACCOUNTS AND NOTES RECEIVABLE35

ACCOUNTS AND NOTES RECEIVABLE, NET (Tables)	3 Months Ended
	Mar. 31, 2016
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. March 31, 2016 December 31, 2015 Trade receivables $ 114,154 $ 109,399 Notes receivable 621,086 614,305 Straight-line rent receivable 241,575 236,589 Other accounts receivable 3,393 3,918 Total accounts and notes receivable 980,208 964,211 Provision for doubtful accounts (17,811 ) (14,655 ) Total accounts and notes receivable, net $ 962,397 $ 949,556

PREPAID EXPENSES AND OTHER AS36

PREPAID EXPENSES AND OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2016
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. March 31, 2016 December 31, 2015 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 601,291 $ (394,212 ) $ 207,079 $ 644,728 $ (416,181 ) $ 228,547 Below-market ground leases, net 118,994 (11,226 ) 107,768 119,545 (10,761 ) 108,784 Real estate tax stabilization agreement, net 111,506 (34,035 ) 77,471 111,506 (32,458 ) 79,048 Total intangible assets $ 831,791 $ (439,473 ) $ 392,318 $ 875,779 $ (459,400 ) $ 416,379 Remaining prepaid expenses and other assets: Security and escrow deposits 78,896 87,818 Prepaid expenses 40,464 43,809 Other non-tenant receivables (1) 349,864 342,438 Deferred tax, net of valuation allowances 21,000 19,743 Marketable securities — 45,278 Other 57,466 41,869 Total remaining prepaid expenses and other assets 547,690 580,955 Total prepaid expenses and other assets $ 940,008 $ 997,334 (1) Includes receivable due from our joint venture partners due upon completion of the redevelopment at Ala Moana.

ACCOUNTS PAYABLE AND ACCRUED 37

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2016
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. March 31, 2016 December 31, 2015 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 325,532 (184,496 ) $ 141,036 356,115 (203,474 ) $ 152,641 Above-market headquarters office leases, net 15,268 (9,040 ) $ 6,228 15,268 (8,604 ) $ 6,664 Above-market ground leases, net 9,127 (1,982 ) $ 7,145 9,127 (1,890 ) $ 7,237 Total intangible liabilities $ 349,927 $ (195,518 ) $ 154,409 $ 380,510 $ (213,968 ) $ 166,542 Remaining Accounts payable and accrued expenses: Accrued interest 47,074 46,129 Accounts payable and accrued expenses 62,923 64,954 Accrued real estate taxes 75,492 80,599 Deferred gains/income 103,191 125,701 Accrued payroll and other employee liabilities 28,159 66,970 Construction payable 116,219 158,027 Tenant and other deposits 23,278 25,296 Insurance reserve liability 16,060 15,780 Capital lease obligations 11,204 11,385 Conditional asset retirement obligation liability 5,877 5,927 Other 23,524 17,183 Total remaining Accounts payable and accrued expenses 513,001 617,951 Total Accounts payable and accrued expenses $ 667,410 $ 784,493

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 2015 Contractual rent expense, including participation rent $ 2,107 $ 2,300 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,527 1,697

ORGANIZATION (Details)

ORGANIZATION (Details)	3 Months Ended
	Mar. 31, 2016property
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	128
GGPLP
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)	1.50%

ACQUISITIONS, SALES AND JOINT40

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY (Details) $ in Thousands	Feb. 02, 2016	Jan. 29, 2016USD ($)	Apr. 10, 2015USD ($)	Mar. 31, 2015USD ($)	Feb. 27, 2015USD ($)	Mar. 31, 2016USD ($)	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)Asset	Dec. 31, 2015USD ($)Asset
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Number of Stores | Asset								12	12
Gain calculation:
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)				$ 164,500
Gain from changes in control of investment properties and other						$ 74,555	$ 591,245
Unconsolidated Real Estate Affiliates - gain on investment						14,914	$ 12,020
Urban Litigation [Member]
Gain calculation:
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)				39,900
Spokane Valley Mall [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Ownership in Investment Properties by Joint Venture Percentage	25.00%
Payments to Acquire Interest in Joint Venture						37,500
Gain calculation:
Gain from changes in control of investment properties and other						16,400
Provo Towne Centre [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Gross sales price		$ 37,500
Gain calculation:
Gain from changes in control of investment properties and other						4,000
Eastridge Mall San Jose CA [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Gross sales price		$ 225,000
Gain calculation:
Gain from changes in control of investment properties and other						71,800
Ala Moana [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Net proceeds from sale			$ 453,500		$ 907,000
Amount received at closing			335,000		670,000
Remaining net proceeds receivable			$ 118,500		$ 237,000	0
Additional ownership interest sold			0.00%		0.00%
Ownership interest acquired					62.50%
Gain calculation:
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)					$ 900,200
Joint venture partner share of debt					462,500
Total consideration					1,362,700
Less: JV partner proportionate share of investment in Ala Moana Center and estimated development costs					(714,000)
Gain from changes in control of investment properties and other					648,700
Unconsolidated Real Estate Affiliates - gain on investment					0
Gain (Loss) on Sale Attributable to Joint Venture Partner Proportionate Share					584,400
Gain on change of control of investment properties and other, percentage of completion						6,800			$ 38,000
Estimated future gain on change in control of investment property					19,500
Estimated future Unconsolidated Real Estate Affiliates - gain on investment					0
Transaction costs			$ 2,500		$ 6,800
Ala Moana Center [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Additional ownership interest sold			0.00%
Gain calculation:
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)			$ 451,000
Joint venture partner share of debt			231,300
Total consideration			682,300
Less: JV partner proportionate share of investment in Ala Moana Center and estimated development costs			(357,900)
Gain from changes in control of investment properties and other			0
Unconsolidated Real Estate Affiliates - gain on investment			324,400
Gain (Loss) on Sale Attributable to Joint Venture Partner Proportionate Share			295,900
Gain on change of control of investment properties and other, percentage of completion						$ 3,300		$ 15,400
Estimated future gain on change in control of investment property			0
Estimated future Unconsolidated Real Estate Affiliates - gain on investment			$ 9,800
Sears JV [Domain]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Payments to Acquire Interest in Joint Venture				$ 165,000
Number of Joint Ventures in which Entity Holds Interest								4	4
Ownership interest				50.00%			50.00%
Homart II [Domain]
Gain calculation:
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)				$ 34,100

SUMMARY OF SIGNIFICANT ACCOUN41

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications and Properties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Summary of significant accounting policies
Maximum individual operating segment	10.00%
Maximum customer percent	10.00%
Gain (Loss) on Sale of Securities, Net	$ 13,100
Provision for impairment	40,705	$ 0
Unconsolidated Real Estate Affiliates - gain on investment	$ 14,914	12,020
Properties
Summary of significant accounting policies
Prior Period Reclassification Adjustment		$ 100
Minimum
Summary of significant accounting policies
Difference between carrying amount and underlying equity of Unconsolidated Real Estate Affiliates, amortization period	5 years
Minimum | Properties
Summary of significant accounting policies
Estimated useful lives	10 years
Minimum | Buildings and improvements
Summary of significant accounting policies
Estimated useful lives	10 years
Minimum | Equipment and fixtures
Summary of significant accounting policies
Estimated useful lives	3 years
Maximum
Summary of significant accounting policies
Difference between carrying amount and underlying equity of Unconsolidated Real Estate Affiliates, amortization period	45 years
Maximum | Properties
Summary of significant accounting policies
Estimated useful lives	45 years
Maximum | Buildings and improvements
Summary of significant accounting policies
Estimated useful lives	45 years
Maximum | Equipment and fixtures
Summary of significant accounting policies
Estimated useful lives	20 years
Revolving Credit Facility [Member]
Summary of significant accounting policies
Debt Instrument, Convertible, Beneficial Conversion Feature	$ 1,500,000

SUMMARY OF SIGNIFICANT ACCOUN42

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Acquisitions of Operating Properties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Acquisitions of operating properties
Gross Asset	$ 831,791		$ 875,779
Accumulated Amortization	(439,473)		(459,400)
Balance	392,318		416,379
Amortization/accretion effect on continuing operations	(24,184)	$ (48,880)
Future amortization/accretion of intangibles
2016 Remaining	65,158
2,017	66,733
2,018	43,421
2,019	26,220
2,020	17,710
Tenant leases, In-place value
Acquisitions of operating properties
Gross Asset	370,134		409,637
Accumulated Amortization	(238,402)		(264,616)
Balance	$ 131,732		$ 145,021

SUMMARY OF SIGNIFICANT ACCOUN43

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Management Fees and Other Corporate Revenues, and Impairment (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)property	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)
Summary of significant accounting policies
Provision for impairment	$ 40,705	$ 0
Variable-rate debt	$ 1,981,897		$ 2,294,858
Management Fees and Other Corporate Revenues
Percentage of revenue earned from joint venture reported as management fees	100.00%
Management fees from affiliates	$ 20,669	19,086
Management fee expense	(7,902)	(7,276)
Net management fees from affiliates	12,767	11,810
Impairment of investments in Unconsolidated Real Estate Affiliates	0	0
Continuing operations
Management Fees and Other Corporate Revenues
Impairment charges	0	$ 0
Revolver Net of Financing Costs [Member]
Summary of significant accounting policies
Variable-rate debt	$ 0		$ 315,000
Operating Properties and Producing Asset [Member]
Summary of significant accounting policies
Number of Impaired Non Income Producing Assets | property	2

FAIR VALUE (Details)

FAIR VALUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (Loss) on Sale of Securities, Net	$ 13,100
Real Estate Investments, Fair Value Disclosure	0
Carrying Amount
Fixed-rate debt	11,886,319		$ 11,921,302
Variable-rate debt	1,981,897		2,294,858
Total long-term debt, carrying amount	13,868,216		14,216,160
Estimated Fair Value
Fixed-rate debt	12,558,609		12,247,451
Variable-rate debt	1,987,645		2,304,551
Total long-term debt, fair value	14,546,254		14,552,002
Market rate adjustments	32,800		33,000
Deferred Finance Costs, Net	$ 37,500		40,200
Variable rate basis	LIBOR
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Restructuring, Settlement and Impairment Provisions	$ (40,705)	$ 0
Provision for Loan and Lease Losses	(36,069)	0
Reclassification adjustment for realized gains on available-for-sale securities included in net income	(11,978)	$ 0
Seritage Investment [Member]
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Cost Basis	0		33,300
Unrealized Gain	0		11,978
Available-for-sale Securities	0		$ 45,278
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Real Estate Investments, Fair Value Disclosure	187,800
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Real Estate Investments, Fair Value Disclosure	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Real Estate Investments, Fair Value Disclosure	69,500
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Real Estate Investments, Fair Value Disclosure	118,300
Unconsolidated Properties [Member] | Corporate Joint Venture [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable	$ 71,013
Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Inputs, Discount Rate	9.00%
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Fair Value Inputs, Cap Rate	9.00%
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Inputs, Discount Rate	11.00%
Available-for-sale Securities, Fair Value to Amortized Cost Basis [Abstract]
Fair Value Inputs, Cap Rate	10.00%

UNCONSOLIDATED REAL ESTATE AF45

UNCONSOLIDATED REAL ESTATE AFFILIATES - Summarized Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Assets:
Land	$ 3,584,640		$ 3,596,354
Buildings and equipment	16,342,374		16,379,789
Less accumulated depreciation	(2,504,856)		(2,452,127)
Construction in progress	297,711		308,903
Net property and equipment	17,719,869		17,832,919
Net investment in real estate	21,255,326		21,338,959
Cash and cash equivalents	193,099	$ 173,273	356,895	$ 372,471
Accounts and notes receivable, net	962,397		949,556
Deferred expenses, net	215,484		214,578
Prepaid expenses and other assets	940,008		997,334
Total assets	23,566,314		24,073,555
Liabilities and Owners’ Equity:
Cumulative effect of foreign currency translation (CFCT)	(77,859)	(69,312)	(84,798)	(51,823)
Total liabilities, redeemable noncontrolling interests and equity	23,566,314		24,073,555
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	(8,295,819)	(8,163,042)	(8,308,294)	$ (7,685,520)
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,535,457		3,506,040
Investment in Unconsolidated Real Estate Affiliates	39,208		38,488
Revenues:
Minimum rents	371,132	374,112
Tenant recoveries	172,448	177,482
Overage rents	8,145	8,815
Other	21,566	14,648
Total revenues	607,032	594,143
Expenses:
Real estate taxes	58,103	55,987
Property maintenance costs	17,483	19,881
Marketing	2,054	4,821
Other property operating costs	70,394	76,183
Provision for doubtful accounts	3,401	3,271
Property management and other costs	30,745	42,793
General and administrative	13,427	12,446
Depreciation and amortization	160,671	175,948
Total expenses	433,052	391,330
Operating income	173,980	202,813
Interest and dividend income	16,058	8,821
Interest expense	(147,677)	(172,651)
Provision for income taxes	(2,920)	11,159
Allocation to noncontrolling interests	(3,557)	(7,019)
Net income attributable to common stockholders	187,796	630,747
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	187,796	630,747
Equity in income of Unconsolidated Real Estate Affiliates	57,491	11,253
Unconsolidated Properties [Member]
Assets:
Land	1,985,176		1,949,577
Buildings and equipment	12,464,359		12,344,045
Less accumulated depreciation	(3,211,755)		(3,131,659)
Construction in progress	639,623		828,521
Net property and equipment	11,877,403		11,990,484
Net investment in real estate	12,301,055		12,412,262
Cash and cash equivalents	343,959		426,470
Accounts and notes receivable, net	405,610		258,589
Deferred expenses, net	261,669		239,262
Prepaid expenses and other assets	445,345		472,123
Total assets	13,757,638		13,808,706
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	9,874,214		9,812,378
Accounts payable, accrued expenses and other liabilities	595,280		740,388
Cumulative effect of foreign currency translation (CFCT)	(59,350)		(67,224)
Owners’ equity, excluding CFCT	3,347,494		3,323,164
Total liabilities, redeemable noncontrolling interests and equity	13,757,638		13,808,706
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	3,288,144		3,255,940
Less: joint venture partners’ equity	(1,523,252)		(1,518,581)
Plus: excess investment/basis differences	1,551,357		1,550,193
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net (equity method)	3,316,249		3,287,552
Investment in and loans to/from Unconsolidated Real Estate Affiliates	423,652		421,778
Cost-method Investments [Member]
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net (cost method)	180,000		180,000
Joint Venture Partner [Member]
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,496,249		$ 3,467,552
Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	258,122	223,959
Tenant recoveries	115,446	98,024
Overage rents	7,527	6,152
Condominium sales	282,838	0
Other	12,104	12,529
Total revenues	676,037	340,664
Expenses:
Real estate taxes	30,546	26,879
Property maintenance costs	10,995	12,655
Marketing	8,508	3,980
Other property operating costs	50,510	47,569
Condominium cost of sales	206,221	0
Provision for doubtful accounts	3,732	3,337
Property management and other costs	16,907	15,254
General and administrative	273	1,115
Depreciation and amortization	109,281	93,922
Total expenses	436,973	204,711
Operating income	239,064	135,953
Interest and dividend income	1,899	1,954
Interest expense	(101,018)	(92,297)
Provision for income taxes	(169)	(205)
Equity in loss of unconsolidated joint ventures	(32,437)	(180)
Income from continuing operations	107,339	45,225
Allocation to noncontrolling interests	(32)	(8)
Net income attributable to common stockholders	107,307	45,217
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	107,307	45,217
Joint venture partners’ share of income	(40,459)	(22,243)
Amortization of capital or basis differences	(9,357)	(11,721)
Equity in income of Unconsolidated Real Estate Affiliates	$ 57,491	$ 11,253

UNCONSOLIDATED REAL ESTATE AF46

UNCONSOLIDATED REAL ESTATE AFFILIATES - Additional Information (Details)	Jan. 29, 2016USD ($)	Jan. 08, 2016USD ($)	Mar. 31, 2016USD ($)propertyitem	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)property
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Gain from changes in control of investment properties and other			$ 74,555,000	$ 591,245,000
Unconsolidated Properties [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Payments to Acquire Interest in Joint Venture			$ 43,000,000
Ownership interest			50.00%
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt			$ 5,100,000,000
Number of unconsolidated properties with retained debt			1		1
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates			$ 87,500,000		$ 87,900,000
United States | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | property			128
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			24
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			41
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
522 5th Avenue New York, New York [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Gross sales price	$ 25,000,000
Gain from changes in control of investment properties and other			$ 11,000,000
Proceeds from sale	$ 10,000,000		15,000,000
Owings Mills [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Gross sales price		$ 11,600,000
Gain from changes in control of investment properties and other			$ 600,000
Ownership interest		50.00%

MORTGAGES, NOTES AND LOANS PA47

MORTGAGES, NOTES AND LOANS PAYABLE (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016USD ($)	Dec. 31, 2015USD ($)property	Dec. 31, 2006USD ($)
Mortgages, notes and loans payable
Number of Properties Mortgage Notes Paid		5
Fixed-rate debt	$ 11,886,319	$ 11,921,302
Variable-rate debt	1,981,897	2,294,858
Mortgages, notes and loans payable	$ 13,868,216	$ 14,216,160
Weighted-average fixed interest rate (as a percent)	4.43%	4.43%
Weighted-average variable interest rate (as a percent)	2.26%	2.05%
Long-term Debt, Weighted Average Interest Rate	4.12%	4.05%
Loans Payable		$ 594,300
Market rate adjustments	$ 32,800	33,000
Deferred Finance Costs, Net	$ 37,500	$ 40,200
Debt, Weighted Average Interest Rate	0.00%	1.89%
Mortgage Loans on Real Estate, New Mortgage Loans		$ 250,000
Mortgage Loans on Real Estate, Number of Loans		2
Variable rate basis	LIBOR
Outstanding letter of credit and surety bonds	$ 50,800	$ 76,100
GGP Capital Trust I
Mortgages, notes and loans payable
Issuance of trust preferred securities			$ 200,000
Common securities issued to GGLP			$ 6,200
Variable rate basis	LIBOR
Trust Preferred Securities, basis spread on variable rate	1.45%
Revolving credit facility
Mortgages, notes and loans payable
Variable-rate debt	$ (10,586)	$ 303,836
Weighted-average variable interest rate (as a percent)	0.00%	1.89%
Maximum borrowing capacity	$ 1,100,000
Debt Instrument, Convertible, Beneficial Conversion Feature	$ 1,500,000
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum	0.30%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum	0.90%
Revolving credit facility | Minimum
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate	1.30%
Revolving credit facility | Maximum
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate	1.90%
Loans Payable after Refinancing [Member]
Mortgages, notes and loans payable
Long-term Debt, Weighted Average Interest Rate		3.80%
Debt Instrument, Term		10 years
Revolver Net of Financing Costs [Member]
Mortgages, notes and loans payable
Variable-rate debt	$ 0	$ 315,000
Secured Debt [Member]
Mortgages, notes and loans payable
Fixed-rate debt	11,886,319	11,921,302
Variable-rate debt	1,992,483	$ 1,991,022
Mortgages, notes and loans payable	$ 13,900,000
Weighted-average fixed interest rate (as a percent)	4.43%	4.43%
Weighted-average variable interest rate (as a percent)	2.26%	2.08%
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral	$ 18,100,000
Secured Debt Cross Collateralized with Other Properties	1,400,000
Amount of recourse fixed and variable rate debt	1,500,000
Prior loans repaid		$ 469,100
Loans Payable before Refinancing [Member]
Mortgages, notes and loans payable
Long-term Debt, Weighted Average Interest Rate		5.60%
Debt Instrument, Term		1 year 4 months 6 days
Collateralized Debt Obligations [Member]
Mortgages, notes and loans payable
Mortgage Notes Refinanced Amount		$ 710,000
Number of Properties Mortgage Notes Refinanced | property		4
Proceeds from Sale and Collection of Mortgage Notes Receivable		$ 240,900
Revolving credit facility
Mortgages, notes and loans payable
Deferred Finance Costs, Net	$ 10,600	$ 11,200
Junior subordinated notes
Mortgages, notes and loans payable
Weighted-average variable interest rate (as a percent)	2.07%	1.77%
Mortgages, notes and loans payable	$ 206,200	$ 206,200
Loans Payable [Member]
Mortgages, notes and loans payable
Debt Instrument, Term		10 years
Debt, Weighted Average Interest Rate		5.30%
Cross-collateralized | Secured Debt [Member]
Mortgages, notes and loans payable
Variable-rate debt	$ 1,400,000
Loans Payable before Refinancing [Member]
Mortgages, notes and loans payable
Debt Instrument, Term		1 year 6 months
Loans Payable [Member]
Mortgages, notes and loans payable
Debt, Weighted Average Interest Rate		4.30%

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2016
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)	3 Months Ended
	Mar. 31, 2016warrant$ / warrantshares	Dec. 15, 2015$ / sharesshares	Oct. 15, 2015warrant$ / shares	Jul. 15, 2015warrant$ / shares	Apr. 15, 2015warrant$ / shares	Nov. 09, 2010warrant$ / shares
WARRANT LIABILITY
Issuable Shares | warrant			89,039,571	88,433,357	87,856,714	73,930,000
Exercise price (in dollars per share)						$ 10.70
Term of Warrants, in number of years from the effective date	7 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares		89,697,535
Brookfield - A
WARRANT LIABILITY
Common Stock Shares Issued in Warrant Settlement Transaction | shares	70,000,000
Number of Warrants						57,500,000
Issuable Shares | warrant	63,000,000
Exercise price (in dollars per share)						$ 10.75
Class of Warrant or Right Exercise Price of Remaining Warrants | $ / warrant	8.82
Pershing Square
WARRANT LIABILITY
Number of Warrants | warrant						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
Fairholme, Pershing Square and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)				$ 8.78	$ 8.84
Fairholme, Pershing Square and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)		$ 8.66	$ 8.72
Brookfield and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)		$ 8.86	$ 8.93

WARRANTS (Details 2)

WARRANTS (Details 2) shares in Millions, $ in Millions	Mar. 31, 2016USD ($)warrantshares	Oct. 15, 2015warrant	Jul. 15, 2015warrant	Apr. 15, 2015warrant	Nov. 09, 2010warrant
WARRANT LIABILITY
Issuable Shares		89,039,571	88,433,357	87,856,714	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	70
Issuable Shares	63,000,000

EQUITY AND REDEEMABLE NONCONT51

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) $ / shares in Units, $ in Thousands	May. 02, 2016$ / shares	Feb. 01, 2016$ / shares	Nov. 02, 2015$ / shares	Sep. 01, 2015$ / shares	May. 21, 2015$ / shares	Feb. 19, 2015$ / shares	Feb. 13, 2013USD ($)$ / sharesshares	Mar. 31, 2016USD ($)Tranche$ / sharesshares	Mar. 31, 2015USD ($)$ / sharesshares	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Equity and redeemable noncontrolling interest
Number of Tranches of Preferred Redeemable Noncontrolling Interests Recorded Fair Value | Tranche								1
Common								$ 141,738		$ 129,724
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)								0	$ 0	11,894	$ 0
Cumulative effect of foreign currency translation (CFCT)								(77,859)	(69,312)	(84,798)	(51,823)
Available-for-sale Equity Securities, Accumulated Gross Unrealized Gain, before Tax								109	49	100	70
Accumulated other comprehensive loss								(77,750)	(69,263)	$ (72,804)	$ (51,753)
Net unrealized gains (losses) on other financial instruments								9	(21)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax								6,961	(17,718)
Reclassification adjustment for realized gains on available-for-sale securities included in net income								(11,978)	0
Other comprehensive loss									(17,510)
Estimated payments for repurchase of redeemable noncontrolling interest								$ 167,700
Conversion ratio for convertible common units to common stock								1
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units								$ (2,201)	(2,232)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)								(1,035)	(3,440)
Net Income (Loss) Distributed to General Operating Partnership LTIP Units								(490)	(906)
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates								169	(441)
Allocation to noncontrolling interests								(3,557)	(7,019)
Other comprehensive loss allocation to noncontrolling interests								62	229
Comprehensive (income) loss allocated to noncontrolling interests								(3,495)	(6,790)
Unit Conversions Disclosures
Redemption Value								$ 167,732
Share Price | $ / shares								$ 29.73
Activity of redeemable noncontrolling interests
Balance at the beginning of the period								$ 287,627	299,296
Net income (loss)								1,035	3,440
Distributions								(1,668)	(1,109)
Redeemable Noncontrolling Interest Cash Redemption of Operating Partnership Units								(1,592)	713
Other comprehensive income (loss)								(62)	(229)
Fair value adjustment for noncontrolling interests in Operating Partnership								24,130	9,730
Balance at the end of the period								$ 309,470	$ 310,415
Common Stock Dividend
Dividends declared per share | $ / shares		$ 0.19	$ 0.19	$ 0.18	$ 0.17	$ 0.17		$ 0.19	$ 0.17
Number of business days preceding the record date of dividend for enrolling in DRIP								4 days
Cash dividends reinvested (DRIP) in stock, shares | shares								6,398	4,149
Preferred Stock dividends declared (in dollars per share) | $ / shares		$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984	$ 0.3984
Series B
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares								3
Number of Contractual Convertible Preferred Units Outstanding | shares								1,250,000
Converted Basis to Common Units Outstanding | shares								3,901,000
Conversion Price (in dollars per share) | $ / shares								$ 16.66670
Redemption Value								$ 115,962
Share Price | $ / shares								$ 29.73
Common Stock Dividend
Conversion ratio								1.0397624
Series D
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares								1.50821
Number of Contractual Convertible Preferred Units Outstanding | shares								533,000
Converted Basis to Common Units Outstanding | shares								835,000
Conversion Price (in dollars per share) | $ / shares								$ 33.15188
Redemption Value								$ 26,637
Series E
Unit Conversions Disclosures
Number of Common Units for each Preferred unit | shares								1.29836
Number of Contractual Convertible Preferred Units Outstanding | shares								503,000
Converted Basis to Common Units Outstanding | shares								679,000
Conversion Price (in dollars per share) | $ / shares								$ 38.51000
Redemption Value								$ 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
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
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Equity and redeemable noncontrolling interest
Net unrealized gains (losses) on other financial instruments								$ (11,894)	$ 0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax								6,939	(17,489)
Reclassification adjustment for realized gains on available-for-sale securities included in net income								9	(21)
Accumulated Other Comprehensive Income (Loss) [Member]
Equity and redeemable noncontrolling interest
Other comprehensive loss								$ (4,946)	$ (17,510)
Subsequent Event [Member]
Common Stock Dividend
Dividends declared per share | $ / shares	$ 0.19
Preferred Stock dividends declared (in dollars per share) | $ / shares	$ 0.3984

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Numerators - Basic and Diluted:
Income from continuing operations	$ 195,337	$ 641,750
Preferred Stock dividends	(3,984)	(3,984)
Allocation to noncontrolling interests	(3,557)	(7,019)
Income from continuing operations - attributable to common stockholders	187,796	630,747
Net income attributable to common stockholders	$ 187,796	$ 630,747
Denominators:
Weighted-average number of common shares outstanding - basic	882,673,000	885,462,000
Effect of dilutive securities	67,481,000	68,970,000
Weighted-average number of common shares outstanding - diluted	950,154,000	954,432,000
Anti-dilutive Securities	11,925,000	11,527,000
Common stock in treasury, shares	55,969,390		56,240,259
Preferred Units
Denominators:
Anti-dilutive Securities	5,415,000	5,472,000
Common Units
Denominators:
Anti-dilutive Securities	4,768,000	4,799,000
LTIP Common Units
Denominators:
Anti-dilutive Securities	1,742,000	1,256,000

STOCK-BASED COMPENSATION PLAN53

STOCK-BASED COMPENSATION PLANS (Details)	3 Months Ended
	Mar. 31, 2016shares
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 PLAN54

STOCK-BASED COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Stock-Based Compensation Plans
Compensation expense	$ 8,309	$ 8,453
Exercised (in shares)	(318,826)	(936,082)
Stock options
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	17,727,221	18,948,172	18,162,700	19,744,224
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 17.52	$ 17.53	$ 17.51	$ 17.36
Granted (in shares)	91,261	267,253
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 26.07	$ 29.15
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	207,446	124,784
Forfeited (in dollars per share)	$ 20.02	$ 20.22
Exercised (in shares)	(318,826)	(936,082)
Exercised (in dollars per share)	$ 17.79	$ 16.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period	468	2,439
Expired (in dollars per share)	$ 19.24	$ 19.24
Stock options | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 1,487	$ 1,889
Stock options | General and administrative
Stock-Based Compensation Plans
Compensation expense	2,755	2,794
Restricted Stock | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	541	773
Restricted Stock | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 149	$ 148
LTIP Common Units
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,326,848	1,758,396	1,724,747	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 27.35	$ 29.33	$ 29.33	$ 0
Granted (in shares)	2,640,963	1,758,396
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 26.07	$ 29.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	38,862	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 | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 209	$ 383
LTIP Common Units | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 3,168	$ 2,466

STOCK-BASED COMPENSATION PLAN55

STOCK-BASED COMPENSATION PLANS (Details 3) - $ / shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Shares
Exercised (in shares)	(318,826)	(936,082)
LTIP Common Units
Shares
Stock options Outstanding at the beginning of the period (in shares)	1,724,747	0
Granted (in shares)	2,640,963	1,758,396
Exercised (in shares)	0	0
Forfeited (in shares)	(38,862)	0
Expired (in shares)	0	0
Stock options Outstanding at the end of the period (in shares)	4,326,848	1,758,396
Weighted Average Exercise Price
Stock options Outstanding at the beginning of the period (in dollars per share)	$ 29.33	$ 0
Granted (in dollars per share)	26.07	29.33
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)	$ 27.35	$ 29.33

ACCOUNTS AND NOTES RECEIVABLE56

ACCOUNTS AND NOTES RECEIVABLE, NET (Details) - USD ($) $ in Thousands	Nov. 11, 2015	Sep. 17, 2015	Apr. 17, 2015	Jun. 27, 2014	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Jun. 30, 2015
ACCOUNTS AND NOTES RECEIVABLE, NET
Trade receivables					$ 114,154		$ 109,399
Notes receivable					621,086		614,305
Straight-line rent receivable					241,575		236,589
Other accounts receivable					3,393		3,918
Total accounts and notes receivable					980,208		964,211
Provision for doubtful accounts					(17,811)		(14,655)
Total accounts and notes receivable, net					962,397		949,556
Provision for loan loss					$ 36,069	$ 0
Variable rate basis					LIBOR
Provision for Other Losses					$ 7,500
Unconsolidated Properties [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Total accounts and notes receivable, net					405,610		$ 258,589
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					$ 71,013
Note Receivable Interest Rate Effective Percentage					14.00%
Ashkenazy [Domain]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent	$ 57,600	$ 40,400
Note Receivable Interest Rate Stated	8.00%	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%
Notes, Loans and Financing Receivable, Gross, Current					$ 217,300
685 5th Avenue New York, New York [Member]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent					112,300
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					47,500
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
730 5th Avenue [Domain]
ACCOUNTS AND NOTES RECEIVABLE, NET
Notes, Loans and Financing Receivable, Gross, Noncurrent					$ 204,300

PREPAID EXPENSES AND OTHER AS57

PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Intangible assets:
Gross Asset	$ 831,791	$ 875,779
Accumulated Amortization	(439,473)	(459,400)
Balance	392,318	416,379
Remaining prepaid expenses and other assets:
Security and escrow deposits	78,896	87,818
Prepaid expenses	40,464	43,809
Other non-tenant receivables (1)	349,864	342,438
Deferred tax, net of valuation allowances	21,000	19,743
Fair Value	0	45,278
Other	57,466	41,869
Total remaining prepaid expenses and other assets	547,690	580,955
Total prepaid expenses and other assets	940,008	997,334
Above-market tenant leases, net
Intangible assets:
Gross Asset	601,291	644,728
Accumulated Amortization	(394,212)	(416,181)
Balance	207,079	228,547
Below-market ground leases, net
Intangible assets:
Gross Asset	118,994	119,545
Accumulated Amortization	(11,226)	(10,761)
Balance	107,768	108,784
Real estate tax stabilization agreement, net
Intangible assets:
Gross Asset	111,506	111,506
Accumulated Amortization	(34,035)	(32,458)
Balance	$ 77,471	$ 79,048

ACCOUNTS PAYABLE AND ACCRUED 58

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Intangible liabilities:
Gross Liability	$ 349,927	$ 380,510
Accumulated Accretion	(195,518)	(213,968)
Balance	154,409	166,542
Remaining Accounts payable and accrued expenses:
Accrued interest	47,074	46,129
Accounts payable and accrued expenses	62,923	64,954
Accrued real estate taxes	75,492	80,599
Deferred gains/income	103,191	125,701
Accrued payroll and other employee liabilities	28,159	66,970
Construction payable	116,219	158,027
Tenant and other deposits	23,278	25,296
Insurance reserve liability	16,060	15,780
Capital lease obligations	11,204	11,385
Conditional asset retirement obligation liability	5,877	5,927
Other	23,524	17,183
Total remaining Accounts payable and accrued expenses	513,001	617,951
Total Accounts payable and accrued expenses	667,410	784,493
Below-market tenant leases, net
Intangible liabilities:
Gross Liability	325,532	356,115
Accumulated Accretion	(184,496)	(203,474)
Balance	141,036	152,641
Above-market headquarters office leases, net
Intangible liabilities:
Gross Liability	15,268	15,268
Accumulated Accretion	(9,040)	(8,604)
Balance	6,228	6,664
Above-market ground leases, net
Intangible liabilities:
Gross Liability	9,127	9,127
Accumulated Accretion	(1,982)	(1,890)
Balance	$ 7,145	$ 7,237

COMMITMENTS AND CONTINGENCIES59

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Contractual rent expense, including participation rent	$ 2,107	$ 2,300
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	$ 1,527	$ 1,697

SUBSEQUENT EVENTS Subsequent Ev

SUBSEQUENT EVENTS Subsequent Events (Details) - Subsequent Event [Member] $ in Billions	Apr. 25, 2016USD ($)Asset
Subsequent Event [Line Items]
Secured Debt Cross Collateralized with Other Properties | $	$ 1.4
Number of Properties Subject to Collateralized Debt Obligations | Asset	15
Debt Instrument, Basis Spread on Variable Rate	0.00%
Percent Recourse Prior to Refinancing	100.00%
Percent Recourse Subsequent to Refinancing	50.00%
Debt Instrument, Term	3 years
Debt Instrument Maturity Number of Extensions	0
Extension Period	1 year