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 ). September 30, 2016 December 31, 2015 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1) Assets: Land $ 2,649,732 $ 1,949,577 Buildings and equipment 13,384,485 12,344,045 Less accumulated depreciation (3,504,490 ) (3,131,659 ) Construction in progress 574,614 828,521 Net property and equipment 13,104,341 11,990,484 Investment in unconsolidated joint ventures 465,376 421,778 Net investment in real estate 13,569,717 12,412,262 Cash and cash equivalents 467,611 426,470 Accounts and notes receivable, net 574,999 258,589 Deferred expenses, net 257,198 239,262 Prepaid expenses and other assets 433,350 472,123 Total assets $ 15,302,875 $ 13,808,706 Liabilities and Owners’ Equity: \ Mortgages, notes and loans payable $ 10,723,895 $ 9,812,378 Accounts payable, accrued expenses and other liabilities 639,372 740,388 Cumulative effect of foreign currency translation ("CFCT") (50,527 ) (67,224 ) Owners’ equity, excluding CFCT 3,990,135 3,323,164 Total liabilities and owners’ equity $ 15,302,875 $ 13,808,706 Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: Owners’ equity $ 3,939,608 $ 3,255,940 Less: joint venture partners’ equity (1,859,489 ) (1,518,581 ) Plus: excess investment/basis differences 1,544,558 1,550,193 Investment in and loans to/from Unconsolidated Real Estate Affiliates, net (equity method) 3,624,677 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 $ 3,804,677 $ 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 $ 3,844,177 $ 3,506,040 Liability - Investment in Unconsolidated Real Estate Affiliates (39,500 ) (38,488 ) Investment in and loans to/from Unconsolidated Real Estate Affiliates, net $ 3,804,677 $ 3,467,552 (1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Fashion Show as of September 30, 2016 as the property was contributed into a joint venture during the third quarter of 2016. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 278,396 $ 264,333 $ 800,167 $ 742,168 Tenant recoveries 121,810 113,624 349,983 321,755 Overage rents 7,627 7,602 19,430 19,270 Condominium sales 91,788 — 445,434 — Other 12,106 11,006 36,060 36,061 Total revenues 511,727 396,565 1,651,074 1,119,254 Expenses: Real estate taxes 33,656 33,080 90,008 93,754 Property maintenance costs 9,767 9,373 30,116 32,316 Marketing 3,601 4,477 15,794 12,518 Other property operating costs 56,445 53,961 158,413 152,290 Condominium cost of sales 66,924 — 324,772 — Provision for doubtful accounts 2,042 172 11,457 4,436 Property management and other costs (2) 17,477 15,859 50,946 46,731 General and administrative 482 952 1,777 9,415 Depreciation and amortization 126,408 99,475 347,267 293,387 Total expenses 316,802 217,349 1,030,550 644,847 Operating income 194,925 179,216 620,524 474,407 Interest income 2,692 1,837 6,792 5,399 Interest expense (109,863 ) (100,766 ) (313,777 ) (294,132 ) Provision for income taxes (215 ) (242 ) (589 ) (606 ) Equity in loss of unconsolidated joint ventures (3,616 ) (13,252 ) (37,869 ) (22,466 ) Income from continuing operations 83,923 66,793 275,081 162,602 Allocation to noncontrolling interests (22 ) (18 ) (96 ) (35 ) Net income attributable to the ventures $ 83,901 $ 66,775 $ 274,985 $ 162,567 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 83,901 $ 66,775 $ 274,985 $ 162,567 Joint venture partners’ share of income (43,014 ) (31,676 ) (125,447 ) (78,240 ) Amortization of capital or basis differences (5,236 ) (18,515 ) (21,779 ) (43,212 ) Equity in income of Unconsolidated Real Estate Affiliates $ 35,651 $ 16,584 $ 127,759 $ 41,115 (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 and income from Fashion Show subsequent to the formation of the joint venture on July 29, 2016. (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 26 domestic joint ventures, comprising 42 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 Kahikolu Partners, LLC ("MKB") for the purpose of constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. AMX commenced recognizing revenues and cost of sales from the sale of condominiums using the percentage of completion method during the nine months ended September 30, 2016 . In accordance with GAAP, sales of condominiums have been recognized using the percentage of completion method. Under this method, revenue is recognized when (1) construction is beyond a preliminary stage, (2) buyers are unable to receive refunds of down-payments except in the event of non-delivery, (3) a substantial percentage of the condominiums are under firm contracts, (4) collection of the sales price is reasonably assured and (5) sales proceeds and costs can be reasonably estimated. The revenue from condominium sales is calculated based on the percentage of completion, as determined by the construction contract costs incurred to date in relation to the total estimated construction costs. On March 24, 2016, Kenwood Towne Centre in Cincinnati, Ohio (property included in a joint venture of which we are 50% owner) acquired fee title to a portion of the property previously held under ground lease for a gross purchase price of $43.0 million . 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 $5.5 billion as of September 30, 2016 , and $5.1 billion as of 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 $86.8 million at one property as of September 30, 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 September 30, 2016 , we do not anticipate an inability to perform on our obligations with respect to Retained Debt. |