Brookfield Property REIT (BPYU) 10-Q 4 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 02, 2017
Document and Entity Information
Entity Registrant Name	GGP Inc.
Entity Central Index Key	1,496,048
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		885,768,586
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Investment in real estate:
Land	$ 3,057,183	$ 3,066,019
Buildings and equipment	16,108,953	16,091,582
Less accumulated depreciation	(2,827,336)	(2,737,286)
Construction in progress	260,025	251,616
Net property and equipment	16,598,825	16,671,931
Investment in Unconsolidated Real Estate Affiliates	3,871,240	3,868,993
Net investment in real estate	20,470,065	20,540,924
Cash and cash equivalents	252,718	474,757
Accounts receivable, net	318,259	322,196
Notes receivable	691,791	678,496
Deferred expenses, net	248,624	209,852
Prepaid expenses and other assets	485,997	506,521
Total assets	22,467,454	22,732,746
Liabilities:
Mortgages, notes and loans payable	12,567,659	12,430,418
Investment in Unconsolidated Real Estate Affiliates	45,733	39,506
Accounts payable and accrued expenses	611,119	655,362
Dividend payable	202,007	433,961
Deferred tax liabilities	3,719	3,843
Junior subordinated notes	206,200	206,200
Total liabilities	13,636,437	13,769,290
Redeemable noncontrolling interests:
Preferred	137,410	144,060
Common	110,116	118,667
Total redeemable noncontrolling interests	247,526	262,727
Commitments and Contingencies	0	0
Equity:
11,000,000,000 shares authorized, $0.01 par value, 968,603,883 issued, 882,605,693 outstanding as of March 31, 2017, and 968,153,526 issued, 884,097,680 outstanding as of December 31, 2016	9,412	9,407
500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016	242,042	242,042
Additional paid-in capital	11,439,599	11,417,597
Retained earnings (accumulated deficit)	(1,927,067)	(1,824,866)
Accumulated other comprehensive loss	(67,881)	(70,456)
Common stock in treasury, at cost, 58,538,995 shares as of March 31, 2017 and 56,596,651 shares as of December 31, 2016	(1,182,216)	(1,137,960)
Total stockholders' equity	8,513,889	8,635,764
Noncontrolling interests in consolidated real estate affiliates	32,381	33,583
Noncontrolling interests related to long-term incentive plan common units	37,221	31,382
Total equity	8,583,491	8,700,729
Total liabilities, redeemable noncontrolling interests and equity	$ 22,467,454	$ 22,732,746

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
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	968,603,883	968,153,526
Common stock, shares outstanding	882,605,693	884,097,680
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	58,538,995	56,596,651

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues:
Minimum rents	$ 349,013,000	$ 371,132,000
Tenant recoveries	163,055,000	172,448,000
Overage rents	5,937,000	8,145,000
Management fees and other corporate revenues	28,143,000	33,741,000
Other	20,184,000	21,566,000
Total revenues	566,332,000	607,032,000
Expenses:
Real estate taxes	57,494,000	58,103,000
Property maintenance costs	14,975,000	17,483,000
Marketing	2,145,000	2,054,000
Other property operating costs	69,303,000	70,394,000
Provision for doubtful accounts	3,451,000	3,401,000
Provision for loan loss	0	36,069,000
Property management and other costs	41,114,000	30,745,000
General and administrative	14,683,000	13,427,000
Provision for impairment	0	40,705,000
Depreciation and amortization	170,298,000	160,671,000
Total expenses	373,463,000	433,052,000
Operating income	192,869,000	173,980,000
Interest and dividend income	17,936,000	16,058,000
Interest expense	(132,323,000)	(147,677,000)
Gain on foreign currency	3,183,000	8,936,000
Gain from changes in control of investment properties and other, net	0	74,555,000
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	81,665,000	125,852,000
Provision for income taxes	(4,510,000)	(2,920,000)
Equity in income of Unconsolidated Real Estate Affiliates	33,214,000	57,491,000
Unconsolidated Real Estate Affiliates - gain on investment, net	0	14,914,000
Net income	110,369,000	195,337,000
Allocation to noncontrolling interests	(3,209,000)	(3,557,000)
Net income attributable to GGP Inc.	107,160,000	191,780,000
Preferred Stock dividends	(3,984,000)	(3,984,000)
Net income attributable to common stockholders	$ 103,176,000	$ 187,796,000
Earnings Per Share:
Basic	$ 0.12	$ 0.21
Diluted	0.11	0.20
Dividends declared per share	$ 0.22	$ 0.19
Comprehensive Income, Net:
Net income	$ 110,369,000	$ 195,337,000
Other comprehensive income (loss)
Foreign currency translation	2,567,000	6,961,000
Reclassification adjustment for realized gains on available-for-sale securities included in net income	0	(11,978,000)
Net unrealized gains on other financial instruments	13,000	9,000
Other comprehensive income (loss)	2,580,000	(5,008,000)
Comprehensive income	112,949,000	190,329,000
Comprehensive income allocated to noncontrolling interests	(3,214,000)	(3,495,000)
Comprehensive income attributable to GGP Inc.	109,735,000	186,834,000
Preferred Stock dividends	(3,984,000)	(3,984,000)
Comprehensive income, net, attributable to common stockholders	$ 105,751,000	$ 182,850,000

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 [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]
Net Income (Loss) Attributable to Parent	$ 191,780
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							321
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(954)							(954)
Contributions to noncontrolling interest in consolidated Real Estate Affiliates	(19,386)			(16,384)				(3,002)
Long Term Incentive Plan Common Unit grants, net	3,388			12	(950)			4,326
Restricted stock grants, net	676	3	0	673
Employee stock purchase program	2,452	1		2,451
Stock option grants, net of forfeitures	9,904	3		9,901
Cancellation of repurchased common shares	0	(2)		(3,415)	(3,356)		6,773
Cash dividends reinvested (DRIP) in stock	170	0	0	170
Other comprehensive income (loss)	6,948					6,948
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	(11,894)
Cash distributions declared	(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
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets	0			2,342	(3,000)			658
Net Income (Loss) Attributable to Parent	107,160
Beginning balance at Dec. 31, 2016	8,700,729	9,407	242,042	11,417,597	(1,824,866)	(70,456)	(1,137,960)	64,965
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	107,663							503
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(1,450)							(1,450)
Long Term Incentive Plan Common Unit grants, net	4,921			795	(800)			4,926
Restricted stock grants, net	2,034	8	0	2,026
Employee stock purchase program	2,025	1		2,024
Stock option grants, net of forfeitures	7,712	2		7,710
Cancellation of repurchased common shares	0	(6)		(8,178)	(7,136)		15,320
Stock Repurchased During Period, Value	(59,576)						(59,576)
Cash dividends reinvested (DRIP) in stock	547	0	0	547	0
Other comprehensive income (loss)	2,575					2,575
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	(11,894)
Cash distributions declared	(194,441)				(194,441)
Cash distributions on Preferred Stock	(3,984)				(3,984)
Fair value adjustment for noncontrolling interest in Operating Partnership	14,736			14,736
Ending balance at Mar. 31, 2017	$ 8,583,491	$ 9,412	$ 242,042	$ 11,439,599	$ (1,927,067)	$ (67,881)	$ (1,182,216)	$ 69,602

CONSOLIDATED STATEMENTS OF EQU6

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Stockholders' Equity [Abstract]
Long Term Incentive Common Unit grants, net (in shares)	582,229	684,216
Restricted stock grants (in shares)	742,273	333,953
Employee stock purchase program (in shares)	81,709	66,666
Stock option grants, net of forfeitures (in shares)	231,799	318,826
Treasury Stock, Shares, Acquired	2,569,605	0
Cash dividends reinvested (DRIP) in stock (in shares)	21,837	6,398
Cash distributions declared (in dollars per share)	$ 0.22	$ 0.19
Cancellation of repurchased common shares (in shares)	627,261	270,869

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows provided by Operating Activities:
Net income	$ 110,369,000	$ 195,337,000
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(33,214,000)	(57,491,000)
Distributions received from Unconsolidated Real Estate Affiliates	28,752,000	26,609,000
Provision for doubtful accounts	3,451,000	3,401,000
Depreciation and amortization	170,298,000	160,671,000
Amortization/write-off of deferred finance costs	2,985,000	2,710,000
Accretion/write-off of debt market rate adjustments	(1,120,000)	(207,000)
Amortization of intangibles other than in-place leases	11,437,000	11,530,000
Straight-line rent amortization	893,000	(5,447,000)
Deferred income taxes	2,623,000	2,118,000
Gain on dispositions, net	0	(20,248,000)
Unconsolidated Real Estate Affiliates - gain on investment, net	0	(14,914,000)
Gain from changes in control of investment properties and other, net	0	(74,555,000)
Provision for impairment	0	40,705,000
Provision for loan loss	0	36,069,000
Gain on foreign currency	0	(8,936,000)
Net changes:
Accounts and notes receivable, net	(9,955,000)	(2,842,000)
Prepaid expenses and other assets	(6,920,000)	(8,031,000)
Deferred expenses, net	(10,722,000)	(9,547,000)
Restricted cash	6,783,000	6,981,000
Accounts payable and accrued expenses	(44,557,000)	(55,141,000)
Other, net	7,812,000	9,248,000
Net cash provided by operating activities	238,915,000	238,020,000
Cash Flows (used in) provided by Investing Activities:
Acquisition of real estate and property additions	0	(21,087,000)
Development of real estate and property improvements	(110,619,000)	(120,410,000)
Loans to joint venture partners	(3,787,000)	(20,957,000)
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	0	238,676,000
Contributions to Unconsolidated Real Estate Affiliates	(28,818,000)	(30,200,000)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	40,177,000	20,384,000
Sale of marketable securities	0	46,409,000
Decrease (increase) in restricted cash	734,000	(80,000)
Net cash (used in) provided by investing activities	(102,313,000)	112,735,000
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	290,000,000	0
Principal payments on mortgages, notes and loans payable	(154,624,000)	(350,375,000)
Treasury stock purchases	(71,105,000)	0
Cash distributions to noncontrolling interests in consolidated real estate affiliates	(1,450,000)	(954,000)
Cash distributions paid to common stockholders	(424,656,000)	(167,698,000)
Cash distributions reinvested (DRIP) in common stock	547,000	170,000
Cash distributions paid to preferred stockholders	(3,984,000)	(3,984,000)
Cash distributions and redemptions paid to unit holders	(5,797,000)	(1,233,000)
Other, net	9,245,000	9,523,000
Net cash used in financing activities	(361,824,000)	(514,551,000)
Effect of foreign exchange rates on cash and cash equivalents	3,183,000	0
Net change in cash and cash equivalents	(222,039,000)	(163,796,000)
Cash and cash equivalents at beginning of period	474,757,000	356,895,000
Cash and cash equivalents at end of period	252,718,000	193,099,000
Supplemental Disclosure of Cash Flow Information:
Interest paid	128,316,000	145,398,000
Interest capitalized	1,595,000	1,466,000
Income taxes paid	2,467,000	544,000
Accrued capital expenditures included in accounts payable and accrued expenses	$ 106,862,000	$ 116,220,000

ORGANIZATION

ORGANIZATION	3 Months Ended
	Mar. 31, 2017
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, 2016 which are included in the Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2016 (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 GGP Inc. ("GGP" or the "Company"), a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a "REIT". Effective January 27, 2017, the Company changed its name from General Growth Properties, Inc. to GGP Inc. 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, 2017 , we are the owner, either entirely or with joint venture partners, of 127 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, 2017 , GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units and LTIP Units as defined below) of the Operating Partnerships, while the remaining 1% was held by limited partners and certain previous contributors of properties to the Operating Partnerships or their predecessors. GGPOP is the general partner of, and owns a 1.5% equity interest in GGPN and GGPLP. GGPOP has common units of limited partnership ("Common Units"), which are redeemable for cash or, at our option, shares of GGP common stock. It also has preferred units of limited partnership interest ("Preferred Units"), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock ( Note 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 GGPLP REIT Services, LLC ("GGPRS"). GGMI and GGSI are taxable REIT subsidiaries ("TRS"s), which provide management, leasing, tenant coordination, business development, marketing, strategic partnership and other services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties, as defined below. GGSI also serves as a contractor to GGMI for these services. GGPRS generally provides financial, accounting, tax, legal, development, and other services to our Consolidated Properties. We refer to our ownership interests in properties in which we own a majority or controlling interest and are consolidated under accounting principles generally accepted in the United States of America ("GAAP") as the "Consolidated Properties." We also own interests in certain properties through joint venture entities in which we own a noncontrolling interest ("Unconsolidated Real Estate Affiliates") and we refer to those properties as the "Unconsolidated Properties".

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
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. E ach 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. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment. 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, 2017 Tenant leases: In-place value $ 286,795 $ (185,432 ) $ 101,363 As of December 31, 2016 Tenant leases: In-place value $ 306,094 $ (214,111 ) $ 91,983 The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets ( Note 14 ); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses ( Note 15 ) in our Consolidated Balance Sheets. Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , had the following effects on our income from continuing operations: Three Months Ended March 31, 2017 2016 Amortization/accretion effect on continuing operations $ (24,919 ) $ (24,184 ) Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , is estimated to decrease results from continuing operations as follows: Year Amount 2017 Remaining $ 46,119 2018 41,819 2019 26,050 2020 19,247 2021 14,275 Marketable Securities Marketable securities are comprised of equity securities that are classified as available-for-sale. Available-for-sale securities are presented in prepaid expenses and other assets on our Consolidated Balance Sheets at fair value. Unrealized gains and losses resulting from the mark-to-market of these securities are included in other comprehensive income. Realized gains and losses are recognized in earnings only upon the sale of the securities and are recorded based on the weighted average cost of such securities. During the 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 investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. Under the equity method, the cost of our investment is adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition, increased by our contributions and reduced by distributions received. Under the cost method, the cost of our investment is not adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and distributions are treated as earnings when received. To determine the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity ("VIE"). A limited partnership or other similar entity is considered a VIE unless a simple majority of limited partners (excluding limited partners that are under common control with the general partner) have substantive kick-out rights or participating rights. Accounting guidance amended the following: (i) modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminated the presumption that a general partner should consolidate a limited partnership, (iii) affected the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provided a scope exception for certain entities. If an entity 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. The adoption of the consolidation guidance did not materially impact our consolidated financial statements. Primary risks associated with our VIEs include the potential of funding the entities' debt obligations or making additional contributions to fund the entities' operations. 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) our receivable is not subject to future subordination, and (4) we have transferred to the buyer the risks and rewards of ownership and do not have continuing involvement. Unless all conditions are met, recognition of all or a portion of the profit shall be postponed. We provide an allowance for doubtful accounts against the portion of accounts receivable, net including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery 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, 2017 2016 Management fees from affiliates (1) $ 28,143 $ 20,669 Management fee expense (8,803 ) (7,902 ) Net management fees from affiliates $ 19,340 $ 12,767 (1) Excludes a $13.1 million gain recognized in management fees and other corporate revenues on the divestiture of our investment in Seritage Growth Properties during the three months ended March 31, 2016 . Impairment Operating properties We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, changes in management's intent with respect to the properties and prevailing market conditions. If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property. Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company's expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects. Impairment charges are recorded in the Consolidated Statements of 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 March 31, 2016 for one property which was less than the carrying value. The other property had non-recourse debt that matured during 2016 and exceeded the fair value of the operating property. This property was transferred to a special servicer during 2016. No provisions for impairment were recognized for the three months ended March 31, 2017 . 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 performed for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2017 and 2016 . Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results. 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 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 , including the uncommitted accordion feature, available under our credit facility is spread among a diversified group of investment grade financial institutions. We had $240.0 million outstanding and no outstanding balance under our credit facility as of March 31, 2017 and December 31, 2016 , respectively. Recently Issued Accounting Pronouncements Effective January 1, 2018, companies will be required to apply a five-step model in accounting for revenue. The core principle of the revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this pronouncement. The Company has completed a preliminary review of the potential impact of this pronouncement to determine specific areas that will be affected by the adoption of this standard. Once the new guidance setting forth principles for the recognition, measurement, presentation and disclosure of leases (discussed below) goes into effect, the new revenue standard may apply to executory costs and other components of revenue due under leases that are deemed to be non-lease components (such as common area maintenance and provision of utilities), even when the revenue for such activities is not separately stipulated in the lease. In that case, then revenue from these items previously recognized on a straight-line basis under current lease guidance would be recognized under the new revenue guidance as the related services are delivered. As a result, while the total revenue recognized over time would not differ under the new guidance, the recognition pattern would be different. 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 currently evaluating the adoption method that will be used for the implementation. In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. However, leasing costs that are currently eligible to be capitalized as initial direct costs are limited by ASU 2016-02. In addition, disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2016-02 mandates a modified retrospective transition method. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-07 which eliminates the requirement for retrospective application of equity method accounting when an investment previously accounted for by another method initially qualifies for the equity method. This standard is effective for all entities for fiscal years beginning after December 15, 2016 with earlier application permitted. The adoption of this standard did not materially impact the Company's consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 which simplifies the accounting for stock compensation related items such as income tax accounting, award classification, estimation of forfeitures, and cash flow presentation. The amendments in the ASU are effective for public business entities for annual periods beginning after December 15, 2016. The Company accounted for this compensation award adjustment by means of a cumulative-effect adjustment to equity as of January 1, 2017. In June 2016, the FASB issued ASU 2016-13 which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU will be effective January 1, 2020 with early adoption permitted on January 1, 2019. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 which provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted. The ASU will be adopted using a retrospective transition approach. The Company is evaluating the potential impact of this pronouncement on its Consolidated Statements of Cash Flows. In November 2016, the FASB issued ASU 2016-18 which requires that a statement of cash flows explain the change during the reporting period in the total of cash and cash equivalents and restricted cash or restricted cash equivalents. This standard is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is evaluating the potential impact of this pronouncement on its Consolidated Statements of Cash Flows. In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted this pronouncement early in the first fiscal quarter of 2017. The adoption of this standard resulted in less real estate acquisitions qualifying as businesses and, accordingly, acquisition costs for those acquisitions that are not businesses are capitalized rather than expensed. In February 2017, the FASB issued ASU 2017-05 which clarifies the accounting for the derecognition of nonfinancial assets by eliminating the exception in current GAAP for transfers of investments in real estate entities (including equity method investments). The amendments in this update provide guidance on the accounting of partial sales of nonfinancial assets and contributions of nonfinancial assets to a joint venture or other noncontrolling investee. Once this guidance is adopted, an entity would use the guidance in the new revenue recognition standard (discussed above) to determine whether it is transferring multiple, distinct assets and would recognize a gain or loss for each distinct asset transferred. When an entity transfers nonfinancial assets included in a subsidiary and retains or receives an equity interest, it first determines whether it has retained a controlling financial interest in the subsidiary. If so, the entity does not derecognize the assets and accounts for the sale of noncontrolling interest in the subsidiary under the consolidation guidance covering decreases in ownership which would result in recognizing a gain or loss in equity. If an entity retains or receives a noncontrolling interest in the entity that owns the asset post-sale, that noncontrolling interest is considered noncash consideration and is included in the transaction price at its fair value. The retained noncontrolling interest is included at its fair value and results in an entity recognizing 100% of the gain on sale of the asset which differs from current applicable GAAP. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. Entities are required to adopt this standard in conjunction with the new revenue recognition standard which we will adopt on January 1, 2018. The adoption of this standard will result in higher gains on the sale of partial real estate interests due to recognizing 100% of the gain on sale of the partial interest and recording the retained noncontrolling interest at fair value. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair 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.

ACQUISITIONS, SALES AND JOINT V

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY	ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY The acquisition of 605 N. Michigan Avenue on December 1, 2016 was recorded in 2016 using a preliminary estimate of the net assets acquired. Certain amounts were reclassified according to the subsequent purchase price allocation recorded during the three months ended March 31, 2017. On February 2, 2016, we closed on the acquisition of our joint venture partner's 25% interest in Spokane Valley Mall in Spokane, Washington for $37.5 million . This transaction resulted in a reduction of additional paid-in capital of $16.4 million due to the acquisition of our partner's noncontrolling interest. On January 29, 2016 we closed on the sale of our 75% interest in Provo Towne Center in Provo, Utah to our joint venture partner for $37.5 million . Mortgage debt of $31.1 million was repaid upon closing. This transaction netted proceeds of approximately $2.8 million and resulted in a loss of $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 29, 2016, we closed on the sale of our 10% interest in 522 Fifth Avenue in New York City to our joint venture partner for $25.0 million , inclusive of the repayment of previously existing notes receivable from our joint venture partner. We received proceeds of $10.0 million upon closing and proceeds of $5.4 million on December 15, 2016. The remaining $9.0 million will be collected on May 25, 2017. 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 15, 2016, we closed on the sale of Eastridge Mall in San Jose, California for $225.0 million . This transaction netted proceeds of approximately $216.3 million and resulted in a gain on sale of $71.8 million recognized in gain from changes in control of investment properties and other for the three months ended March 31, 2016 . On January 8, 2016, we closed on the sale of our 50% interest in Owings Mills Mall in Owings Mills, Maryland to our joint venture partner for $11.6 million . This transaction netted proceeds of approximately $11.6 million and resulted in a gain on sale of $0.6 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the three months ended March 31, 2016 . 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 received the remaining proceeds of $237.0 million upon completion of the redevelopment and expansion in the fourth quarter of 2016. Subsequently on April 10, 2015, we sold an additional 12.5% interest in Ala Moana Center for net proceeds of $453.5 million to another joint venture partner. We received $335.0 million at closing and received the remaining proceeds of $118.5 million upon completion of the redevelopment and expansion in the fourth quarter of 2016. As a result, our joint venture partners own a combined 37.5% economic interest in the joint venture. Upon sale of the 25% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $584.4 million gain on change in control of investment properties and other as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the 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 . The construction is complete and the full gain was recognized as of December 31, 2016 . Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. 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 . The construction is complete and the full gain was recognized as of December 31, 2016 . 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.

FAIR VALUE

FAIR VALUE	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
FAIR VALUE	FAIR VALUE Nonrecurring Fair Value Measurements We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy. 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, 2017 and December 31, 2016 . March 31, 2017 December 31, 2016 Carrying Amount (1) Estimated Fair Value Carrying Amount (2) Estimated Fair Value Fixed-rate debt $ 10,336,260 $ 10,658,349 $ 10,441,166 $ 10,832,272 Variable-rate debt 2,231,399 2,232,824 1,989,252 1,990,458 $ 12,567,659 $ 12,891,173 $ 12,430,418 $ 12,822,730 (1) Includes net market rate adjustments of $26.7 million and deferred financing costs of $37.1 million . (2) Includes net market rate adjustments of $27.8 million and deferred financing costs of $40.1 million . The fair value of our Junior Subordinated Notes approximates their carrying amount as of March 31, 2017 and December 31, 2016 . We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current 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.

UNCONSOLIDATED REAL ESTATE AFFI

UNCONSOLIDATED REAL ESTATE AFFILIATES	3 Months Ended
	Mar. 31, 2017
UNCONSOLIDATED REAL ESTATE AFFILIATES
UNCONSOLIDATED REAL ESTATE AFFILIATES	UNCONSOLIDATED REAL ESTATE AFFILIATES Following is summarized financial information for all of our real estate related Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates, inclusive of investments accounted for using the cost method ( Note 2 ). March 31, 2017 December 31, 2016 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets: Land $ 2,672,964 $ 2,664,736 Buildings and equipment 13,558,564 13,555,059 Less accumulated depreciation (3,636,927 ) (3,538,776 ) Construction in progress 311,558 284,198 Net property and equipment 12,906,159 12,965,217 Investment in unconsolidated joint ventures 505,502 503,305 Net investment in real estate 13,411,661 13,468,522 Cash and cash equivalents 475,505 455,862 Accounts receivable, net 959,654 655,655 Notes receivable 8,871 8,912 Deferred expenses, net 372,744 321,095 Prepaid expenses and other assets 325,651 327,645 Total assets $ 15,554,086 $ 15,237,691 Liabilities and Owners' Equity: \ Mortgages, notes and loans payable $ 10,540,596 $ 10,476,935 Accounts payable, accrued expenses and other liabilities 831,160 595,570 Cumulative effect of foreign currency translation ("CFCT") (47,722 ) (50,851 ) Owners' equity, excluding CFCT 4,230,052 4,216,037 Total liabilities and owners' equity $ 15,554,086 $ 15,237,691 Investment in Unconsolidated Real Estate Affiliates, Net: Owners' equity $ 4,182,330 $ 4,165,186 Less: joint venture partners' equity (2,062,935 ) (2,095,166 ) Plus: excess investment/basis differences 1,547,819 1,590,821 Investment in Unconsolidated Real Estate Affiliates, net (equity method) 3,667,214 3,660,841 Investment in Unconsolidated Real Estate Affiliates, net (cost method) 180,000 180,000 Elimination of consolidated real estate investment interest through joint venture (25,748 ) (27,500 ) Retail investment, net 4,041 16,146 Investment in Unconsolidated Real Estate Affiliates, net $ 3,825,507 $ 3,829,487 Reconciliation - Investment in Unconsolidated Real Estate Affiliates: Asset - Investment in Unconsolidated Real Estate Affiliates $ 3,871,240 $ 3,868,993 Liability - Investment in Unconsolidated Real Estate Affiliates (45,733 ) (39,506 ) Investment in Unconsolidated Real Estate Affiliates, net $ 3,825,507 $ 3,829,487 Three Months Ended March 31, 2017 2016 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 295,867 $ 258,122 Tenant recoveries 122,019 115,446 Overage rents 6,106 7,527 Condominium sales 96,987 282,838 Other 13,078 12,104 Total revenues 534,057 676,037 Expenses: Real estate taxes 35,057 30,546 Property maintenance costs 11,489 10,995 Marketing 4,562 8,508 Other property operating costs 53,630 50,510 Condominium cost of sales 70,714 206,221 Provision for doubtful accounts 1,964 3,732 Property management and other costs (2) 18,460 16,907 General and administrative 573 273 Depreciation and amortization 122,491 109,281 Total expenses 318,940 436,973 Operating income 215,117 239,064 Interest income 2,729 1,899 Interest expense (110,988 ) (101,018 ) Provision for income taxes (278 ) (169 ) Equity in loss of unconsolidated joint ventures (4,354 ) (32,437 ) Income from continuing operations 102,226 107,339 Allocation to noncontrolling interests (24 ) (32 ) Net income attributable to the ventures $ 102,202 $ 107,307 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 102,202 $ 107,307 Joint venture partners' share of income (52,236 ) (40,459 ) Elimination of loss from consolidated real estate investment with interest owned through joint venture 1,052 — Loss on retail investment (10,212 ) — Amortization of capital or basis differences (7,592 ) (9,357 ) Equity in income of Unconsolidated Real Estate Affiliates $ 33,214 $ 57,491 (1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include 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 represent our investments in real estate joint ventures that are not consolidated. We hold interests in 25 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 investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. If we control the joint venture, we account for the venture as a consolidated investment. On March 7, 2014, we formed a joint venture, AMX Partners, LLC ("AMX"), with Kahikolu Partners, LLC ("MKB") for the purpose of constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. AMX commenced recognizing revenues and cost of sales from the sale of condominiums using the percentage of completion method during 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 . On September 15, 2016, joint ventures we formed with Simon Property Group and Authentic Brands Group LLC acquired Aeropostale, which is presented as a retail investment above. 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 $5.4 billion as of March 31, 2017 and December 31, 2016 , including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had retained debt of $86.1 million at one property as of March 31, 2017 , and $86.5 million as of December 31, 2016 . We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of March 31, 2017 , 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, 2017
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, 2017 (1) Weighted-Average Interest Rate (2) December 31, 2016 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 10,336,260 4.43 % $ 10,441,166 4.44 % Total fixed-rate debt 10,336,260 4.43 % 10,441,166 4.44 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 1,999,548 2.62 % 1,997,978 2.45 % Revolving credit facility (5) 231,851 2.18 % (8,726 ) — Total variable-rate debt 2,231,399 2.57 % 1,989,252 2.45 % Total Mortgages, notes and loans payable $ 12,567,659 4.10 % $ 12,430,418 4.12 % Junior subordinated notes $ 206,200 2.49 % $ 206,200 2.34 % (1) Includes $26.7 million of market rate adjustments and $37.1 million of deferred financing costs. (2) Represents the weighted-average interest rates on our contractual principal balances. (3) Includes $27.8 million of market rate adjustments and $40.1 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, 2017 , $16.4 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 $12.3 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $819.0 million 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, 2016 , we paid down $294.4 million of consolidated mortgage notes at two properties. The prior loans had a weighted-average term-to-maturity of 1.2 years and a weighted-average interest rate of 5.3% . In conjunction with the pay down of the loans, we paid $5.4 million in transaction costs. On April 25, 2016, we amended our $1.4 billion loan secured by cross-collateralized mortgages on 15 properties. The interest rate remained consistent at LIBOR plus 1.75% , however, we were able to decrease the recourse from 100% to 50% and extend the term for three years . The loan now matures April 25, 2019, with two one year extension options. During the three months ended March 31, 2017 , we paid down a $73.4 million consolidated mortgage note at one property. The prior loan had a term-to-maturity of 0.2 years and an interest rate of 5.6% . Corporate and Other Unsecured Loans We have certain unsecured debt obligations, the terms of which are described below: March 31, 2017 (1) Weighted-Average Interest Rate December 31, 2016 (2) Weighted-Average Interest Rate Unsecured debt: Revolving credit facility $ 240,000 2.18 % $ — — Total unsecured debt $ 240,000 2.18 % $ — — (1) Excludes deferred financing costs of $8.1 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $8.7 million in 2016 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, 2017 . As of March 31, 2017 , $240.0 million was outstanding on the Facility. Junior Subordinated Notes GGP Capital Trust I, a Delaware statutory trust (the "Trust") and a wholly-owned subsidiary of GGPN, completed a private placement of $200.0 million of trust preferred securities ("TRUPS") in 2006. The Trust also issued $6.2 million of Common Securities to GGPOP. The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior subordinated notes of GGPOP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45% . Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior subordinated notes. The Junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust currently is a wholly-owned subsidiary of GGPN, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 . Letters of Credit and Surety Bonds We had outstanding letters of credit and surety bonds of $56.4 million as of March 31, 2017 and $57.8 million as of December 31, 2016 . These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of March 31, 2017 , with the exception of one mortgage loan. A special servicer is currently managing the operations of the property securing the mortgage loan.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2017
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, 2013 through 2016 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2012 through 2016 . We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of March 31, 2017 .

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2017
WARRANTS
WARRANTS	WARRANTS Brookfield and certain parties who were previously members of a Brookfield investor consortium own 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 2016 and 2017 , the number of shares issuable upon exercise of the outstanding Warrants changed as follows: Exercise Price Record Date Issuable Shares Brookfield - A Brookfield - B April 15, 2016 90,288,964 $ 8.80 $ 8.60 July 15, 2016 90,865,607 8.75 8.54 October 14, 2016 91,553,142 8.68 8.48 December 15, 2016 92,344,178 8.61 8.41 December 27, 2016 93,268,285 8.52 8.32 The warrant holders have 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 72.5 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, 2017 , the Warrants are exercisable into approximately 59 million common shares of the Company, at a weighted-average exercise price of approximately $8.48 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, 2017
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, 2017 2016 Distributions to preferred GGPOP units $ (2,130 ) $ (2,201 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units) (575 ) (1,035 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units) (255 ) (490 ) Net income allocated to noncontrolling interest in consolidated real estate affiliates (249 ) 169 Allocation to noncontrolling interests (3,209 ) (3,557 ) Other comprehensive (income) loss allocated to noncontrolling interests (5 ) 62 Comprehensive income allocated to noncontrolling interests $ (3,214 ) $ (3,495 ) 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 GGP Inc. The common redeemable noncontrolling interests have been recorded at fair value for all periods presented. One tranche of preferred redeemable noncontrolling interests has been recorded at fair value, while the other tranches of preferred redeemable noncontrolling interests have been recorded at carrying value. Generally, the holders of the Common Units share in any distributions by 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, 2017 , the aggregate amount of cash we would have paid would have been $110.1 million and $137.4 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, 2017 Converted Basis to Common Units Outstanding as of March 31, 2017 Conversion Price Redemption Value (1) Series B 3.00000 1,184 3,695 $ 16.66670 $ 85,640 Series D 1.50821 533 835 33.15188 26,637 Series E 1.29836 503 679 38.51000 25,133 $ 137,410 (1) The conversion price of Series B preferred units is lower than the GGP March 31, 2017 closing common stock price of $23.18 ; therefore, the March 31, 2017 common stock price of $23.18 , 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, 2017 , and 2016 . 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 Balance at January 1, 2017 $ 262,727 Net income 575 Distributions (1,045 ) Other comprehensive income 5 Fair value adjustment for noncontrolling interests in Operating Partnership (14,736 ) Balance at March 31, 2017 $ 247,526 Common Stock Dividend Our Board of Directors declared common stock dividends during 2017 and 2016 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2017 May 1 July 13, 2017 July 28, 2017 $ 0.22 January 30 April 13, 2017 April 28, 2017 0.22 2016 December 13 December 27, 2016 January 27, 2017 $ 0.26 October 31 December 15, 2016 January 6, 2017 0.22 August 1 October 14, 2016 October 31, 2016 0.20 May 2 July 15, 2016 July 29, 2016 0.19 February 1 April 15, 2016 April 29, 2016 0.19 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, 21,837 shares were issued during the three months ended March 31, 2017 and 6,398 shares were issued during the three months ended March 31, 2016 . Preferred Stock On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375% . The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share. The Preferred Stock does not have a stated maturity date but we may redeem the Preferred Stock after February 12, 2018, for $25.00 per share plus all accrued and unpaid dividends. We may redeem the Preferred Stock prior to February 12, 2018, in limited circumstances that preserve ownership limits and/or our status as a REIT, as well as during certain circumstances surrounding a change of control. Upon certain circumstances surrounding a change of control, holders of Preferred Stock may elect to convert each share of their Preferred Stock into a number of shares of GGP common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 2.4679 common shares (subject to certain adjustments related to GGP common share splits, subdivisions, or combinations). Our Board of Directors declared preferred stock dividends during 2017 and 2016 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2017 May 1 June 15, 2017 July 3, 2017 $ 0.3984 January 30 March 15, 2017 April 3, 2017 0.3984 2016 October 31 December 15, 2016 January 3, 2017 $ 0.3984 August 1 September 15, 2016 October 3, 2016 0.3984 May 2 June 15, 2016 July 1, 2016 0.3984 February 1 March 15, 2016 April 1, 2016 0.3984 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, 2017 , and 2016 : 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, 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 ) Balance at January 1, 2017 $ (70,560 ) $ 104 $ — $ (70,456 ) Other comprehensive income (loss) 2,563 12 — 2,575 Balance at March 31, 2017 $ (67,997 ) $ 116 $ — $ (67,881 ) 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, 2017
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, 2017 2016 Numerators - Basic and Diluted: Net income 110,369 195,337 Preferred Stock dividends (3,984 ) (3,984 ) Allocation to noncontrolling interests (3,209 ) (3,557 ) Net income attributable to common stockholders $ 103,176 $ 187,796 Denominators: Weighted-average number of common shares outstanding - basic 884,505 882,673 Effect of dilutive securities 65,011 67,481 Weighted-average number of common shares outstanding - diluted 949,516 950,154 Anti-dilutive Securities: Effect of Preferred Units 5,209 5,415 Effect of Common Units 4,751 4,768 Effect of LTIP Units 1,891 1,742 Weighted-average number of anti-dilutive securities 11,851 11,925 For the three months ended March 31, 2017 and 2016 , dilutive options and dilutive shares related to the Warrants are included in the denominator of diluted EPS. Outstanding Common Units and LTIP Units have been excluded from the diluted earnings per share calculation because including such units would also require that the share of GGPOP income attributable to such units be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Units dividend be added back to the net income, resulting in anti-dilution. GGP owned 58,538,995 and 55,969,390 shares of treasury stock as of March 31, 2017 and 2016 , respectively. These shares are presented as common stock in treasury, at cost, on our Consolidated Balance Sheets. Additionally, GGPOP holds 27,459,195 shares of stock as a result of warrants purchased during the year ended December 31, 2013 . These shares are presented as issued, but not outstanding on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS	3 Months Ended
	Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION PLANS	STOCK-BASED COMPENSATION PLANS The GGP Inc. 2010 Equity Plan (the "Equity Plan") reserved for issuance of 4% of outstanding shares on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the "Awards"). Directors, officers and other employees of GGP 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. On January 1, 2017, the Company adopted ASU 2016-09, Compensation - Stock Compensation. This new guidance allowed us to make the election to account for share-based payment forfeitures when they occur which resulted in a cumulative effect of accounting change adjustment of $3.0 million to additional paid-in capital, noncontrolling interests related to LTIP Units and accumulated distributions in excess of earnings as of January 1, 2017. Compensation expense related to stock-based compensation plans for the three months ended March 31, 2017 , and 2016 is summarized in the following table in thousands: Three Months Ended March 31, 2017 2016 Stock options - Property management and other costs $ 973 $ 1,487 Stock options - General and administrative 2,186 2,755 Restricted stock - Property management and other costs 1,512 541 Restricted stock - General and administrative 519 149 LTIP Units - Property management and other costs 400 209 LTIP Units - General and administrative 4,608 3,168 Total $ 10,198 $ 8,309 The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan for GGP for the three months ended March 31, 2017 , and 2016 : 2017 2016 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price (1) Stock options Outstanding at January 1, 15,277,189 $ 17.90 18,162,700 $ 17.34 Granted — — 91,261 25.81 Exercised (231,799 ) 19.64 (318,826 ) 17.61 Forfeited (99,531 ) 22.35 (207,446 ) 19.82 Expired (1,081 ) 28.86 (468 ) 19.05 Stock options Outstanding at March 31, 14,944,778 $ 17.84 17,727,221 $ 17.35 (1) Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016. 2017 2016 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value (1) LTIP Units Outstanding at January 1, 4,345,912 $ 27.27 1,724,747 $ 29.32 Granted 553,526 25.38 2,640,963 25.89 Exercised (15,480 ) 29.15 — — Forfeited (25,565 ) 27.69 (38,862 ) 28.98 Expired — — — — LTIP Units Outstanding at March 31, 4,858,393 $ 27.05 4,326,848 $ 27.23 (1) Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016. 2017 2016 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Restricted stock Outstanding at January 1, 476,686 $ 27.11 206,219 $ 29.16 Granted 782,869 25.36 336,518 26.11 Vested (128,266 ) 27.25 (56,594 ) 28.95 Canceled (40,596 ) 26.28 (2,565 ) 27.77 Restricted stock Outstanding at March 31, 1,090,693 25.87 483,578 27.07

ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET	3 Months Ended
	Mar. 31, 2017
Receivables [Abstract]
ACCOUNTS RECEIVABLE, NET	ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. March 31, 2017 December 31, 2016 Trade receivables $ 103,966 $ 107,107 Short-term tenant receivables 1,310 1,414 Straight-line rent receivable 226,955 227,859 Other accounts receivable 4,234 3,699 Total accounts receivable 336,465 340,079 Provision for doubtful accounts (18,206 ) (17,883 ) Total accounts receivable, net $ 318,259 $ 322,196 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. March 31, 2017 December 31, 2016 Notes receivable $ 683,894 $ 665,289 Accrued interest 7,897 13,207 Total notes receivable 691,791 678,496 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"). On November 18, 2016, the maturity date of the note was amended to November 15, 2019. Additionally, AHC may convey the collateral of the note five business days prior to any payment due date within the contract. 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. On November 18, 2016, the maturity date of the note was amended to September 17, 2019. Additionally, AHC may convey the collateral of the note five business days prior to any payment due date within the contract. 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, 2017 , there was $16.6 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 9.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of March 31, 2017 , there was $244.9 million outstanding on these loans. Also included in notes receivable is $128.1 million and $54.5 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 9.0% 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. On July 29, 2016, we settled a note receivable in the net amount of $78.9 million issued to Rique Empreendimentos e Participacoes Ltda. ("Rique") in exchange for approximately 18.3 million shares in Aliansce Shopping Centers, S.A. ("Aliansce"), resulting in an 11.3% ownership in Aliansce. On September 29, 2016, we sold the 18.3 million shares in Aliansce to the Canada Pension Plan Investment Board for a sales price of $84.9 million . The note receivable was issued in conjunction with our sale of Aliansce to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable was denominated in Brazilian Reais, bore interest at an effective interest rate of approximately 14% , was collateralized by shares of common stock in Aliansce, and required annual principal and interest payments over the term. During the three months ended March 31, 2016 , we determined, based on current information and events, that it was probable that we would be unable to collect all amounts due according to the contractual terms of the receivable. As the note receivable was a collateral dependent loan, we estimated the provision for loss based on the fair value of the market price of the Aliansce shares which served as the collateral for the loan. We recognized a $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.

NOTES RECEIVABLE

NOTES RECEIVABLE	3 Months Ended
	Mar. 31, 2017
Receivables [Abstract]
NOTES RECEIVABLE	ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. March 31, 2017 December 31, 2016 Trade receivables $ 103,966 $ 107,107 Short-term tenant receivables 1,310 1,414 Straight-line rent receivable 226,955 227,859 Other accounts receivable 4,234 3,699 Total accounts receivable 336,465 340,079 Provision for doubtful accounts (18,206 ) (17,883 ) Total accounts receivable, net $ 318,259 $ 322,196 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. March 31, 2017 December 31, 2016 Notes receivable $ 683,894 $ 665,289 Accrued interest 7,897 13,207 Total notes receivable 691,791 678,496 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"). On November 18, 2016, the maturity date of the note was amended to November 15, 2019. Additionally, AHC may convey the collateral of the note five business days prior to any payment due date within the contract. 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. On November 18, 2016, the maturity date of the note was amended to September 17, 2019. Additionally, AHC may convey the collateral of the note five business days prior to any payment due date within the contract. 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, 2017 , there was $16.6 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 9.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of March 31, 2017 , there was $244.9 million outstanding on these loans. Also included in notes receivable is $128.1 million and $54.5 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 9.0% 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. On July 29, 2016, we settled a note receivable in the net amount of $78.9 million issued to Rique Empreendimentos e Participacoes Ltda. ("Rique") in exchange for approximately 18.3 million shares in Aliansce Shopping Centers, S.A. ("Aliansce"), resulting in an 11.3% ownership in Aliansce. On September 29, 2016, we sold the 18.3 million shares in Aliansce to the Canada Pension Plan Investment Board for a sales price of $84.9 million . The note receivable was issued in conjunction with our sale of Aliansce to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable was denominated in Brazilian Reais, bore interest at an effective interest rate of approximately 14% , was collateralized by shares of common stock in Aliansce, and required annual principal and interest payments over the term. During the three months ended March 31, 2016 , we determined, based on current information and events, that it was probable that we would be unable to collect all amounts due according to the contractual terms of the receivable. As the note receivable was a collateral dependent loan, we estimated the provision for loss based on the fair value of the market price of the Aliansce shares which served as the collateral for the loan. We recognized a $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, 2017
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, 2017 December 31, 2016 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 462,095 $ (330,259 ) $ 131,836 $ 512,802 $ (368,900 ) $ 143,902 Below-market ground leases, net 118,994 (13,308 ) 105,686 118,994 (12,788 ) 106,206 Real estate tax stabilization agreement, net 111,506 (40,347 ) 71,159 111,506 (38,769 ) 72,737 Total intangible assets $ 692,595 $ (383,914 ) $ 308,681 $ 743,302 $ (420,457 ) $ 322,845 Remaining prepaid expenses and other assets: Security and escrow deposits 48,836 59,054 Prepaid expenses 34,956 46,709 Other non-tenant receivables 30,335 34,677 Deferred tax, net of valuation allowances 4,197 6,943 Other 58,992 36,293 Total remaining prepaid expenses and other assets 177,316 183,676 Total prepaid expenses and other assets $ 485,997 $ 506,521

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	3 Months Ended
	Mar. 31, 2017
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, 2017 December 31, 2016 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 262,238 (159,010 ) $ 103,228 267,048 (172,210 ) $ 94,838 Above-market headquarters office leases, net 15,268 (10,781 ) 4,487 15,268 (10,346 ) 4,922 Above-market ground leases, net 9,127 (2,349 ) 6,778 9,127 (2,258 ) 6,869 Total intangible liabilities $ 286,633 $ (172,140 ) $ 114,493 $ 291,443 $ (184,814 ) $ 106,629 Remaining Accounts payable and accrued expenses: Accrued interest 51,391 47,821 Accounts payable and accrued expenses 78,200 87,485 Accrued real estate taxes 79,639 87,313 Deferred gains/income 92,351 91,720 Accrued payroll and other employee liabilities 18,042 57,721 Construction payable 106,955 115,077 Tenant and other deposits 15,100 15,061 Insurance reserve liability 14,261 14,184 Capital lease obligations 5,386 5,386 Conditional asset retirement obligation liability 5,057 5,327 Other 30,244 21,638 Total remaining Accounts payable and accrued expenses 496,626 548,733 Total Accounts payable and accrued expenses $ 611,119 $ 655,362

LITIGATION

LITIGATION	3 Months Ended
	Mar. 31, 2017
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, 2017
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, 2017 2016 (Dollars in thousands) Contractual rent expense, including participation rent $ 2,197 $ 2,107 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,625 1,527

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Subsequent to March 31, 2017, no events have occurred that require recognition or disclosure in the consolidated financial statements, except as recognized or disclosed previously.

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
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. E ach 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. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment.
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.
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 .
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, changes in management's intent with respect to the properties and prevailing market conditions. If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property. Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company's expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects. Impairment charges are recorded in the Consolidated Statements of 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 March 31, 2016 for one property which was less than the carrying value. The other property had non-recourse debt that matured during 2016 and exceeded the fair value of the operating property. This property was transferred to a special servicer during 2016. No provisions for impairment were recognized for the three months ended March 31, 2017 . 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 performed for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2017 and 2016 . Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results.
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 9 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.
Concentrations of Credit Risk	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.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements
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 these and other estimates.

SUMMARY OF SIGNIFICANT ACCOUN27

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 Tenant leases: In-place value $ 286,795 $ (185,432 ) $ 101,363 As of December 31, 2016 Tenant leases: In-place value $ 306,094 $ (214,111 ) $ 91,983
Schedule of effects of amortization/accretion of all intangibles on Income (loss) from continuing operations	Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , had the following effects on our income from continuing operations: Three Months Ended March 31, 2017 2016 Amortization/accretion effect on continuing operations $ (24,919 ) $ (24,184 )
Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations	Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , is estimated to decrease results from continuing operations as follows: Year Amount 2017 Remaining $ 46,119 2018 41,819 2019 26,050 2020 19,247 2021 14,275
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, 2017 2016 Management fees from affiliates (1) $ 28,143 $ 20,669 Management fee expense (8,803 ) (7,902 ) Net management fees from affiliates $ 19,340 $ 12,767

FAIR VALUE (Tables)

FAIR VALUE (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value of Debt	anagement's estimates of fair value are presented below for our debt as of March 31, 2017 and December 31, 2016 . March 31, 2017 December 31, 2016 Carrying Amount (1) Estimated Fair Value Carrying Amount (2) Estimated Fair Value Fixed-rate debt $ 10,336,260 $ 10,658,349 $ 10,441,166 $ 10,832,272 Variable-rate debt 2,231,399 2,232,824 1,989,252 1,990,458 $ 12,567,659 $ 12,891,173 $ 12,430,418 $ 12,822,730 (1) Includes net market rate adjustments of $26.7 million and deferred financing costs of $37.1 million .

UNCONSOLIDATED REAL ESTATE AF29

UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)	3 Months Ended
	Mar. 31, 2017
UNCONSOLIDATED REAL ESTATE AFFILIATES
Schedule of summarized financial information for Unconsolidated Real Estate Affiliates	March 31, 2017 December 31, 2016 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets: Land $ 2,672,964 $ 2,664,736 Buildings and equipment 13,558,564 13,555,059 Less accumulated depreciation (3,636,927 ) (3,538,776 ) Construction in progress 311,558 284,198 Net property and equipment 12,906,159 12,965,217 Investment in unconsolidated joint ventures 505,502 503,305 Net investment in real estate 13,411,661 13,468,522 Cash and cash equivalents 475,505 455,862 Accounts receivable, net 959,654 655,655 Notes receivable 8,871 8,912 Deferred expenses, net 372,744 321,095 Prepaid expenses and other assets 325,651 327,645 Total assets $ 15,554,086 $ 15,237,691 Liabilities and Owners' Equity: \ Mortgages, notes and loans payable $ 10,540,596 $ 10,476,935 Accounts payable, accrued expenses and other liabilities 831,160 595,570 Cumulative effect of foreign currency translation ("CFCT") (47,722 ) (50,851 ) Owners' equity, excluding CFCT 4,230,052 4,216,037 Total liabilities and owners' equity $ 15,554,086 $ 15,237,691 Investment in Unconsolidated Real Estate Affiliates, Net: Owners' equity $ 4,182,330 $ 4,165,186 Less: joint venture partners' equity (2,062,935 ) (2,095,166 ) Plus: excess investment/basis differences 1,547,819 1,590,821 Investment in Unconsolidated Real Estate Affiliates, net (equity method) 3,667,214 3,660,841 Investment in Unconsolidated Real Estate Affiliates, net (cost method) 180,000 180,000 Elimination of consolidated real estate investment interest through joint venture (25,748 ) (27,500 ) Retail investment, net 4,041 16,146 Investment in Unconsolidated Real Estate Affiliates, net $ 3,825,507 $ 3,829,487 Reconciliation - Investment in Unconsolidated Real Estate Affiliates: Asset - Investment in Unconsolidated Real Estate Affiliates $ 3,871,240 $ 3,868,993 Liability - Investment in Unconsolidated Real Estate Affiliates (45,733 ) (39,506 ) Investment in Unconsolidated Real Estate Affiliates, net $ 3,825,507 $ 3,829,487 Three Months Ended March 31, 2017 2016 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 295,867 $ 258,122 Tenant recoveries 122,019 115,446 Overage rents 6,106 7,527 Condominium sales 96,987 282,838 Other 13,078 12,104 Total revenues 534,057 676,037 Expenses: Real estate taxes 35,057 30,546 Property maintenance costs 11,489 10,995 Marketing 4,562 8,508 Other property operating costs 53,630 50,510 Condominium cost of sales 70,714 206,221 Provision for doubtful accounts 1,964 3,732 Property management and other costs (2) 18,460 16,907 General and administrative 573 273 Depreciation and amortization 122,491 109,281 Total expenses 318,940 436,973 Operating income 215,117 239,064 Interest income 2,729 1,899 Interest expense (110,988 ) (101,018 ) Provision for income taxes (278 ) (169 ) Equity in loss of unconsolidated joint ventures (4,354 ) (32,437 ) Income from continuing operations 102,226 107,339 Allocation to noncontrolling interests (24 ) (32 ) Net income attributable to the ventures $ 102,202 $ 107,307 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 102,202 $ 107,307 Joint venture partners' share of income (52,236 ) (40,459 ) Elimination of loss from consolidated real estate investment with interest owned through joint venture 1,052 — Loss on retail investment (10,212 ) — Amortization of capital or basis differences (7,592 ) (9,357 ) Equity in income of Unconsolidated Real Estate Affiliates $ 33,214 $ 57,491 (1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include 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.

MORTGAGES, NOTES AND LOANS PA30

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 (1) Weighted-Average Interest Rate (2) December 31, 2016 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 10,336,260 4.43 % $ 10,441,166 4.44 % Total fixed-rate debt 10,336,260 4.43 % 10,441,166 4.44 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 1,999,548 2.62 % 1,997,978 2.45 % Revolving credit facility (5) 231,851 2.18 % (8,726 ) — Total variable-rate debt 2,231,399 2.57 % 1,989,252 2.45 % Total Mortgages, notes and loans payable $ 12,567,659 4.10 % $ 12,430,418 4.12 % Junior subordinated notes $ 206,200 2.49 % $ 206,200 2.34 % (1) Includes $26.7 million of market rate adjustments and $37.1 million of deferred financing costs. (2) Represents the weighted-average interest rates on our contractual principal balances. (3) Includes $27.8 million of market rate adjustments and $40.1 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, 2017 (1) Weighted-Average Interest Rate December 31, 2016 (2) Weighted-Average Interest Rate Unsecured debt: Revolving credit facility $ 240,000 2.18 % $ — — Total unsecured debt $ 240,000 2.18 % $ — — (1) Excludes deferred financing costs of $8.1 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $8.7 million in 2016 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2017
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 2016 and 2017 , the number of shares issuable upon exercise of the outstanding Warrants changed as follows: Exercise Price Record Date Issuable Shares Brookfield - A Brookfield - B April 15, 2016 90,288,964 $ 8.80 $ 8.60 July 15, 2016 90,865,607 8.75 8.54 October 14, 2016 91,553,142 8.68 8.48 December 15, 2016 92,344,178 8.61 8.41 December 27, 2016 93,268,285 8.52 8.32

EQUITY AND REDEEMABLE NONCONT32

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 2016 Distributions to preferred GGPOP units $ (2,130 ) $ (2,201 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (common units) (575 ) (1,035 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units) (255 ) (490 ) Net income allocated to noncontrolling interest in consolidated real estate affiliates (249 ) 169 Allocation to noncontrolling interests (3,209 ) (3,557 ) Other comprehensive (income) loss allocated to noncontrolling interests (5 ) 62 Comprehensive income allocated to noncontrolling interests $ (3,214 ) $ (3,495 )
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, 2017 Converted Basis to Common Units Outstanding as of March 31, 2017 Conversion Price Redemption Value (1) Series B 3.00000 1,184 3,695 $ 16.66670 $ 85,640 Series D 1.50821 533 835 33.15188 26,637 Series E 1.29836 503 679 38.51000 25,133 $ 137,410 (1) The conversion price of Series B preferred units is lower than the GGP March 31, 2017 closing common stock price of $23.18 ; therefore, the March 31, 2017 common stock price of $23.18 , 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, 2017 , and 2016 . 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 Balance at January 1, 2017 $ 262,727 Net income 575 Distributions (1,045 ) Other comprehensive income 5 Fair value adjustment for noncontrolling interests in Operating Partnership (14,736 ) Balance at March 31, 2017 $ 247,526
Summary of dividends declared	Our Board of Directors declared common stock dividends during 2017 and 2016 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2017 May 1 July 13, 2017 July 28, 2017 $ 0.22 January 30 April 13, 2017 April 28, 2017 0.22 2016 December 13 December 27, 2016 January 27, 2017 $ 0.26 October 31 December 15, 2016 January 6, 2017 0.22 August 1 October 14, 2016 October 31, 2016 0.20 May 2 July 15, 2016 July 29, 2016 0.19 February 1 April 15, 2016 April 29, 2016 0.19
Schedule of Preferred Dividends Payable	Our Board of Directors declared preferred stock dividends during 2017 and 2016 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2017 May 1 June 15, 2017 July 3, 2017 $ 0.3984 January 30 March 15, 2017 April 3, 2017 0.3984 2016 October 31 December 15, 2016 January 3, 2017 $ 0.3984 August 1 September 15, 2016 October 3, 2016 0.3984 May 2 June 15, 2016 July 1, 2016 0.3984 February 1 March 15, 2016 April 1, 2016 0.3984
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, 2017 , and 2016 : 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, 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 ) Balance at January 1, 2017 $ (70,560 ) $ 104 $ — $ (70,456 ) Other comprehensive income (loss) 2,563 12 — 2,575 Balance at March 31, 2017 $ (67,997 ) $ 116 $ — $ (67,881 )

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 2016 Numerators - Basic and Diluted: Net income 110,369 195,337 Preferred Stock dividends (3,984 ) (3,984 ) Allocation to noncontrolling interests (3,209 ) (3,557 ) Net income attributable to common stockholders $ 103,176 $ 187,796 Denominators: Weighted-average number of common shares outstanding - basic 884,505 882,673 Effect of dilutive securities 65,011 67,481 Weighted-average number of common shares outstanding - diluted 949,516 950,154 Anti-dilutive Securities: Effect of Preferred Units 5,209 5,415 Effect of Common Units 4,751 4,768 Effect of LTIP Units 1,891 1,742 Weighted-average number of anti-dilutive securities 11,851 11,925

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	3 Months Ended
	Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
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, 2017 , and 2016 is summarized in the following table in thousands: Three Months Ended March 31, 2017 2016 Stock options - Property management and other costs $ 973 $ 1,487 Stock options - General and administrative 2,186 2,755 Restricted stock - Property management and other costs 1,512 541 Restricted stock - General and administrative 519 149 LTIP Units - Property management and other costs 400 209 LTIP Units - General and administrative 4,608 3,168 Total $ 10,198 $ 8,309
Summary of stock option activity	The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan for GGP for the three months ended March 31, 2017 , and 2016 : 2017 2016 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price (1) Stock options Outstanding at January 1, 15,277,189 $ 17.90 18,162,700 $ 17.34 Granted — — 91,261 25.81 Exercised (231,799 ) 19.64 (318,826 ) 17.61 Forfeited (99,531 ) 22.35 (207,446 ) 19.82 Expired (1,081 ) 28.86 (468 ) 19.05 Stock options Outstanding at March 31, 14,944,778 $ 17.84 17,727,221 $ 17.35
Summary of LTIP Unit activity	2017 2016 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value (1) LTIP Units Outstanding at January 1, 4,345,912 $ 27.27 1,724,747 $ 29.32 Granted 553,526 25.38 2,640,963 25.89 Exercised (15,480 ) 29.15 — — Forfeited (25,565 ) 27.69 (38,862 ) 28.98 Expired — — — — LTIP Units Outstanding at March 31, 4,858,393 $ 27.05 4,326,848 $ 27.23

ACCOUNTS RECEIVABLE, NET (Table

ACCOUNTS RECEIVABLE, NET (Tables)	3 Months Ended
	Mar. 31, 2017
Receivables [Abstract]
Summary of significant components of accounts receivable, net	The following table summarizes the significant components of accounts receivable, net. March 31, 2017 December 31, 2016 Trade receivables $ 103,966 $ 107,107 Short-term tenant receivables 1,310 1,414 Straight-line rent receivable 226,955 227,859 Other accounts receivable 4,234 3,699 Total accounts receivable 336,465 340,079 Provision for doubtful accounts (18,206 ) (17,883 ) Total accounts receivable, net $ 318,259 $ 322,196 The following table summarizes the significant components of notes receivable. March 31, 2017 December 31, 2016 Notes receivable $ 683,894 $ 665,289 Accrued interest 7,897 13,207 Total notes receivable 691,791 678,496

NOTES RECEIVABLE (Tables)

NOTES RECEIVABLE (Tables)	3 Months Ended
	Mar. 31, 2017
Receivables [Abstract]
Summary of significant components of notes receivable	The following table summarizes the significant components of accounts receivable, net. March 31, 2017 December 31, 2016 Trade receivables $ 103,966 $ 107,107 Short-term tenant receivables 1,310 1,414 Straight-line rent receivable 226,955 227,859 Other accounts receivable 4,234 3,699 Total accounts receivable 336,465 340,079 Provision for doubtful accounts (18,206 ) (17,883 ) Total accounts receivable, net $ 318,259 $ 322,196 The following table summarizes the significant components of notes receivable. March 31, 2017 December 31, 2016 Notes receivable $ 683,894 $ 665,289 Accrued interest 7,897 13,207 Total notes receivable 691,791 678,496

PREPAID EXPENSES AND OTHER AS37

PREPAID EXPENSES AND OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 December 31, 2016 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 462,095 $ (330,259 ) $ 131,836 $ 512,802 $ (368,900 ) $ 143,902 Below-market ground leases, net 118,994 (13,308 ) 105,686 118,994 (12,788 ) 106,206 Real estate tax stabilization agreement, net 111,506 (40,347 ) 71,159 111,506 (38,769 ) 72,737 Total intangible assets $ 692,595 $ (383,914 ) $ 308,681 $ 743,302 $ (420,457 ) $ 322,845 Remaining prepaid expenses and other assets: Security and escrow deposits 48,836 59,054 Prepaid expenses 34,956 46,709 Other non-tenant receivables 30,335 34,677 Deferred tax, net of valuation allowances 4,197 6,943 Other 58,992 36,293 Total remaining prepaid expenses and other assets 177,316 183,676 Total prepaid expenses and other assets $ 485,997 $ 506,521

ACCOUNTS PAYABLE AND ACCRUED 38

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 December 31, 2016 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 262,238 (159,010 ) $ 103,228 267,048 (172,210 ) $ 94,838 Above-market headquarters office leases, net 15,268 (10,781 ) 4,487 15,268 (10,346 ) 4,922 Above-market ground leases, net 9,127 (2,349 ) 6,778 9,127 (2,258 ) 6,869 Total intangible liabilities $ 286,633 $ (172,140 ) $ 114,493 $ 291,443 $ (184,814 ) $ 106,629 Remaining Accounts payable and accrued expenses: Accrued interest 51,391 47,821 Accounts payable and accrued expenses 78,200 87,485 Accrued real estate taxes 79,639 87,313 Deferred gains/income 92,351 91,720 Accrued payroll and other employee liabilities 18,042 57,721 Construction payable 106,955 115,077 Tenant and other deposits 15,100 15,061 Insurance reserve liability 14,261 14,184 Capital lease obligations 5,386 5,386 Conditional asset retirement obligation liability 5,057 5,327 Other 30,244 21,638 Total remaining Accounts payable and accrued expenses 496,626 548,733 Total Accounts payable and accrued expenses $ 611,119 $ 655,362

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 2016 (Dollars in thousands) Contractual rent expense, including participation rent $ 2,197 $ 2,107 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,625 1,527

ORGANIZATION (Details)

ORGANIZATION (Details)	3 Months Ended
	Mar. 31, 2017property
Real estate properties
Number of real estate properties in portfolio	1
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	127
GGPLP
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)	1.50%

SUMMARY OF SIGNIFICANT ACCOUN41

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications and Properties (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Summary of significant accounting policies
Gain (Loss) on Sale of Securities, Net	$ 13,100,000
Provision for impairment	$ 0	$ 40,705,000
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
Summary of significant accounting policies
Debt Instrument, Convertible, Beneficial Conversion Feature	$ 1,500,000,000

SUMMARY OF SIGNIFICANT ACCOUN42

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Acquisitions of Operating Properties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Acquisitions of operating properties
Gross Asset	$ 692,595		$ 743,302
Accumulated Amortization	(383,914)		(420,457)
Balance	308,681		322,845
Amortization/accretion effect on continuing operations	(24,919)	$ (24,184)
Future amortization/accretion of intangibles
2017 Remaining	46,119
2,017	41,819
2,018	26,050
2,019	19,247
2,020	14,275
Tenant leases, In-place value
Acquisitions of operating properties
Gross Asset	286,795		306,094
Accumulated Amortization	(185,432)		(214,111)
Balance	$ 101,363		$ 91,983

SUMMARY OF SIGNIFICANT ACCOUN43

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Management Fees and Other Corporate Revenues, and Impairment (Details)	3 Months Ended
	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)property	Dec. 31, 2016USD ($)
Summary of significant accounting policies
Provision for impairment	$ 0	$ 40,705,000
Number of Impaired Non Income Producing Assets | property		1
Variable-rate debt	$ 2,231,399,000		$ 1,989,252,000
Management Fees and Other Corporate Revenues
Percentage of revenue earned from joint venture reported as management fees	100.00%
Management fees from affiliates (1)	$ 28,143,000	$ 20,669,000
Management fee expense	(8,803,000)	(7,902,000)
Net management fees from affiliates	19,340,000	12,767,000
Impairment of investments in Unconsolidated Real Estate Affiliates	0	$ 0
Operating Properties and Producing Asset [Member]
Summary of significant accounting policies
Number of Impaired Non Income Producing Assets | property		2
Revolving credit facility
Summary of significant accounting policies
Variable-rate debt	$ 240,000,000		$ 0

ACQUISITIONS, SALES AND JOINT44

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY (Details) - USD ($) $ in Thousands	May 25, 2017	Feb. 02, 2016	Jan. 29, 2016	Jan. 15, 2016	Jan. 08, 2016	Apr. 10, 2015	Feb. 27, 2015	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Ownership interest acquired									37.50%
Gain calculation:
Gain from changes in control of investment properties and other, net								$ 0		$ 74,555
Unconsolidated Real Estate Affiliates - gain on investment, net								0		14,914
One Stockton [Member]
Gain calculation:
Gain from changes in control of investment properties and other, net								22,700
Pioneer Place [Member]
Gain calculation:
Gain from changes in control of investment properties and other, net								$ 35,500
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, net		$ 16,400
Provo Towne Centre [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Ownership in Investment Properties by Joint Venture Percentage			75.00%
Gross sales price			$ 37,500
Mortgage Loans on Real Estate, Carrying Amount of Mortgages			31,100
Proceeds from Sale of Property, Plant, and Equipment			$ 2,800
Gain calculation:
Gain from changes in control of investment properties and other, net										4,000
522 5th Avenue New York, New York [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Ownership in Investment Properties by Joint Venture Percentage			10.00%
Gross sales price			$ 25,000
Proceeds from Sale of Real Estate			10,000
Remaining net proceeds receivable			$ 5,400
Gain calculation:
Gain from changes in control of investment properties and other, net										11,000
Eastridge Mall San Jose CA [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Gross sales price				$ 225,000
Proceeds from Sale of Property, Plant, and Equipment				$ 216,300
Gain calculation:
Gain from changes in control of investment properties and other, net										71,800
Owings Mills [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Gross sales price					$ 11,600
Proceeds from Sale of Property, Plant, and Equipment					$ 11,600
Ownership interest					50.00%
Gain calculation:
Gain from changes in control of investment properties and other, net										600
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
Business Acquisition Percentage Of Voting Interests Acquired At Venture Level						12.50%	25.00%
Ownership interest acquired								62.50%
Gain calculation:
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
Transaction costs						$ 2,500	$ 6,800
Equity Method Investment, Ownership Percentage in Investment Properties by Joint Venture							25.00%
Ala Moana Center [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Business Acquisition Percentage Of Voting Interests Acquired At Venture Level						12.50%
Gain calculation:
Unconsolidated Real Estate Affiliates - gain on investment, net										3,300
Gain (Loss) on Sale Attributable to Joint Venture Partner Proportionate Share						$ 295,900
200 Lafayette Office [Member]
Gain calculation:
Gain from changes in control of investment properties and other, net										$ 11,900
Scenario, Forecast [Member] | 522 5th Avenue New York, New York [Member]
ACQUISITIONS AND JOINT VENTURE ACTIVITY
Remaining net proceeds receivable	$ 9,000

FAIR VALUE (Details)

FAIR VALUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Carrying Amount
Fixed-rate debt	$ 10,336,260	$ 10,441,166
Variable-rate debt	2,231,399	1,989,252
Total long-term debt, carrying amount	12,567,659	12,430,418
Estimated Fair Value
Fixed-rate debt	10,658,349	10,832,272
Variable-rate debt	2,232,824	1,990,458
Total long-term debt, fair value	12,891,173	12,822,730
Market rate adjustments	26,700	27,800
Deferred Finance Costs, Net	$ 37,100	$ 40,100
Variable rate basis	LIBOR
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	16.00%
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	17.00%

UNCONSOLIDATED REAL ESTATE AF46

UNCONSOLIDATED REAL ESTATE AFFILIATES - Summarized Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Assets:
Land	$ 3,057,183		$ 3,066,019
Buildings and equipment	16,108,953		16,091,582
Less accumulated depreciation	(2,827,336)		(2,737,286)
Construction in progress	260,025		251,616
Net property and equipment	16,598,825		16,671,931
Net investment in real estate	20,470,065		20,540,924
Cash and cash equivalents	252,718	$ 193,099	474,757	$ 356,895
Accounts receivable, net	318,259		322,196
Notes receivable	691,791		678,496
Deferred expenses, net	248,624		209,852
Prepaid expenses and other assets	485,997		506,521
Total assets	22,467,454		22,732,746
Liabilities and Owners' Equity:
Total liabilities, redeemable noncontrolling interests and equity	22,467,454		22,732,746
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	(8,583,491)	(8,295,819)	(8,700,729)	$ (8,308,294)
Real Estate Investments, Unconsolidated Real Estate and Other Joint Ventures, Elimination Of Real Estate Investment Interest	(25,748)		(27,500)
Real Estate Investments, Joint Ventures	4,041		16,146
Investment in Unconsolidated Real Estate Affiliates	3,871,240		3,868,993
Investment in Unconsolidated Real Estate Affiliates	(45,733)		(39,506)
Revenues:
Minimum rents	349,013	371,132
Tenant recoveries	163,055	172,448
Overage rents	5,937	8,145
Other	20,184	21,566
Total revenues	566,332	607,032
Expenses:
Real estate taxes	57,494	58,103
Property maintenance costs	14,975	17,483
Marketing	2,145	2,054
Other property operating costs	69,303	70,394
Provision for doubtful accounts	3,451	3,401
Property management and other costs	41,114	30,745
General and administrative	14,683	13,427
Depreciation and amortization	170,298	160,671
Total expenses	373,463	433,052
Operating income	192,869	173,980
Interest and dividend income	17,936	16,058
Interest expense	(132,323)	(147,677)
Provision for income taxes	(4,510)	(2,920)
Allocation to noncontrolling interests	(3,209)	(3,557)
Net income attributable to common stockholders	103,176	187,796
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	103,176	187,796
Equity in income of Unconsolidated Real Estate Affiliates	33,214	57,491
Unconsolidated Properties [Member]
Assets:
Land	2,672,964		2,664,736
Buildings and equipment	13,558,564		13,555,059
Less accumulated depreciation	(3,636,927)		(3,538,776)
Construction in progress	311,558		284,198
Net property and equipment	12,906,159		12,965,217
Net investment in real estate	13,411,661		13,468,522
Cash and cash equivalents	475,505		455,862
Accounts receivable, net	959,654		655,655
Notes receivable	8,871		8,912
Deferred expenses, net	372,744		321,095
Prepaid expenses and other assets	325,651		327,645
Total assets	15,554,086		15,237,691
Liabilities and Owners' Equity:
Mortgages, notes and loans payable	10,540,596		10,476,935
Accounts payable, accrued expenses and other liabilities	831,160		595,570
Cumulative effect of foreign currency translation (CFCT)	(47,722)		(50,851)
Owners' equity, excluding CFCT	4,230,052		4,216,037
Total liabilities, redeemable noncontrolling interests and equity	15,554,086		15,237,691
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	4,182,330		4,165,186
Less: joint venture partners' equity	(2,062,935)		(2,095,166)
Plus: excess investment/basis differences	1,547,819		1,590,821
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	3,667,214		3,660,841
Investment in Unconsolidated Real Estate Affiliates	505,502		503,305
Cost-method Investments [Member]
Investment in Unconsolidated Real Estate Affiliates, Net:
Investment in Unconsolidated Real Estate Affiliates, net (cost method)	180,000		180,000
Joint Venture Partner [Member]
Investment in Unconsolidated Real Estate Affiliates, Net:
Investment in Unconsolidated Real Estate Affiliates	3,825,507		3,829,487
Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	295,867	258,122
Tenant recoveries	122,019	115,446
Overage rents	6,106	7,527
Condominium sales	96,987	282,838
Other	13,078	12,104
Total revenues	534,057	676,037
Expenses:
Real estate taxes	35,057	30,546
Property maintenance costs	11,489	10,995
Marketing	4,562	8,508
Other property operating costs	53,630	50,510
Condominium cost of sales	70,714	206,221
Provision for doubtful accounts	1,964	3,732
Property management and other costs	18,460	16,907
General and administrative	573	273
Depreciation and amortization	122,491	109,281
Total expenses	318,940	436,973
Operating income	215,117	239,064
Interest and dividend income	2,729	1,899
Interest expense	(110,988)	(101,018)
Provision for income taxes	(278)	(169)
Equity in loss of unconsolidated joint ventures	(4,354)	(32,437)
Income from continuing operations	102,226	107,339
Allocation to noncontrolling interests	(24)	(32)
Net income attributable to common stockholders	102,202	107,307
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	102,202	107,307
Joint venture partners' share of income	(52,236)	(40,459)
Proceeds from Real Estate and Real Estate Joint Ventures	1,052		0
Net Income (Loss) from Real Estate Investment Partnership	(10,212)		$ 0
Amortization of capital or basis differences	(7,592)	(9,357)
Equity in income of Unconsolidated Real Estate Affiliates	$ 33,214	$ 57,491

UNCONSOLIDATED REAL ESTATE AF47

UNCONSOLIDATED REAL ESTATE AFFILIATES - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)joint_ventureproperty	Dec. 31, 2016USD ($)property
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio	1
Unconsolidated Properties [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Payments to Acquire Interest in Joint Venture | $	$ 43
Ownership interest	50.00%
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt | $	$ 5,400
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 | $	$ 86.1	$ 86.5
United States | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio	127
United States | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest	25
United States | Unconsolidated Real Estate Affiliates | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio	41
Brazil | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | joint_venture	1

MORTGAGES, NOTES AND LOANS PA48

MORTGAGES, NOTES AND LOANS PAYABLE (Details)	Apr. 25, 2016USD ($)Assetextension_option	Mar. 31, 2017USD ($)property	Dec. 31, 2016USD ($)property	Dec. 31, 2006USD ($)
Mortgages, notes and loans payable
Deferred Finance Costs, Net		$ 37,100,000	$ 40,100,000
Percent Recourse Subsequent to Refinancing	50.00%
Extension Period	1 year
Number of Properties Mortgage Notes Paid | property		1	2
Fixed-rate debt		$ 10,336,260,000	$ 10,441,166,000
Variable-rate debt		2,231,399,000	1,989,252,000
Mortgages, notes and loans payable		$ 12,567,659,000	$ 12,430,418,000
Weighted-average fixed interest rate (as a percent)		4.43%	4.44%
Weighted-average variable interest rate (as a percent)		2.57%	2.45%
Long-term Debt, Weighted Average Interest Rate		4.10%	4.12%
Loans Payable		$ 73,400,000	$ 294,400,000
Debt Instrument, Term	3 years
Debt Instrument Maturity Number of Extensions | extension_option	2
Market rate adjustments		$ 26,700,000	$ 27,800,000
Secured Debt Cross Collateralized with Other Properties	$ 1,400,000,000
Number of Properties Subject to Collateralized Debt Obligations | Asset	15
Debt, Weighted Average Interest Rate		2.18%	0.00%
Gain (Loss) on Extinguishment of Debt			$ (5,400,000)
Debt Instrument, Basis Spread on Variable Rate	1.75%
Percent Recourse Prior to Refinancing	100.00%
Variable rate basis		LIBOR
Outstanding letter of credit and surety bonds		$ 56,400,000	57,800,000
Number of real estate properties in portfolio | property		1
GGP Capital Trust I
Mortgages, notes and loans payable
Issuance of trust preferred securities				$ 200,000,000
Common securities issued to GGLP				$ 6,200,000
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		$ 240,000,000	$ 0
Weighted-average variable interest rate (as a percent)		2.18%	0.00%
Maximum borrowing capacity		$ 1,100,000,000
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 1,500,000,000
Revolving credit facility | Minimum
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate		1.30%
Debt Instrument, Interest Rate During Period		0.30%
Revolving credit facility | Maximum
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate		1.90%
Debt Instrument, Interest Rate During Period		0.90%
Revolver Net of Financing Costs [Member]
Mortgages, notes and loans payable
Variable-rate debt		$ 231,851,000	$ (8,726,000)
Secured Debt [Member]
Mortgages, notes and loans payable
Fixed-rate debt		10,336,260,000	10,441,166,000
Variable-rate debt		1,999,548,000	$ 1,997,978,000
Mortgages, notes and loans payable		$ 12,300,000,000
Weighted-average fixed interest rate (as a percent)		4.43%	4.44%
Weighted-average variable interest rate (as a percent)		2.62%	2.45%
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral		$ 16,400,000,000
Secured Debt Cross Collateralized with Other Properties		1,400,000,000
Amount of recourse fixed and variable rate debt		819,000,000
Revolving credit facility
Mortgages, notes and loans payable
Deferred Finance Costs, Net		$ 8,100,000	$ 8,700,000
Junior subordinated notes
Mortgages, notes and loans payable
Weighted-average variable interest rate (as a percent)		2.49%	2.34%
Mortgages, notes and loans payable		$ 206,200,000	$ 206,200,000
Loans Payable [Member]
Mortgages, notes and loans payable
Debt, Weighted Average Interest Rate		5.60%	5.30%
Cross-collateralized | Secured Debt [Member]
Mortgages, notes and loans payable
Variable-rate debt		$ 1,400,000,000
Loans Payable before Refinancing [Member]
Mortgages, notes and loans payable
Debt Instrument, Term		2 months 12 days	1 year 2 months 12 days

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2017
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, 2017$ / warrantshares	Dec. 27, 2016$ / sharesshares	Dec. 15, 2016$ / sharesshares	Oct. 14, 2016$ / sharesshares	Jul. 15, 2016$ / sharesshares	Apr. 15, 2016$ / sharesshares	Nov. 09, 2010$ / sharesshares
WARRANT LIABILITY
Issuable Shares				91,553,142			73,930,000
Exercise price (in dollars per share) | $ / shares							$ 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		93,268,285	92,344,178		90,865,607	90,288,964
Brookfield - A
WARRANT LIABILITY
Common Stock Shares Issued in Warrant Settlement Transaction	72,500,000
Number of Warrants							57,500,000
Issuable Shares	59,000,000
Exercise price (in dollars per share) | $ / shares							$ 10.75
Class of Warrant or Right Exercise Price of Remaining Warrants | $ / warrant	8.48
Pershing Square
WARRANT LIABILITY
Number of Warrants							16,430,000
Exercise price (in dollars per share) | $ / shares							$ 10.50
Fairholme, Pershing Square and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share) | $ / shares		$ 8.32	$ 8.41	$ 8.48	$ 8.54	$ 8.60
Brookfield and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share) | $ / shares		$ 8.52	$ 8.61	$ 8.68	$ 8.75	$ 8.80

WARRANTS (Details 2)

WARRANTS (Details 2) - USD ($) $ in Millions	Mar. 31, 2017	Oct. 14, 2016	Nov. 09, 2010
WARRANT LIABILITY
Issuable Shares		91,553,142	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	72,500,000
Issuable Shares	59,000,000

EQUITY AND REDEEMABLE NONCONT52

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) $ / shares in Units, $ in Thousands	May 01, 2017$ / shares	Jan. 30, 2017$ / shares	Dec. 13, 2016$ / shares	Oct. 31, 2016$ / shares	Aug. 01, 2016$ / shares	May 02, 2016$ / shares	Feb. 01, 2016$ / shares	Feb. 13, 2013USD ($)$ / sharesshares	Mar. 31, 2017USD ($)Tranche$ / sharesshares	Mar. 31, 2016USD ($)$ / sharesshares	Dec. 31, 2016USD ($)
Equity and redeemable noncontrolling interest
Number of Tranches of Preferred Redeemable Noncontrolling Interests Recorded Fair Value | Tranche									1
Common redeemable noncontrolling interests									$ 110,116		$ 118,667
Preferred redeemable noncontrolling interests									$ 137,410		$ 144,060
Conversion ratio for convertible common units to common stock									1
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance									$ 8,700,729	$ 8,308,294
Other comprehensive income (loss)									2,575	(4,946)
Ending balance									8,583,491	8,295,819
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units									(2,130)	(2,201)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)									(575)	(1,035)
Net Income (Loss) Distributed to General Operating Partnership LTIP Units									(255)	(490)
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates									(249)	169
Allocation to noncontrolling interests									(3,209)	(3,557)
Other comprehensive loss allocation to noncontrolling interests									(5)	62
Comprehensive (income) loss allocated to noncontrolling interests									(3,214)	(3,495)
Unit Conversions Disclosures
Redemption Value									$ 137,410
Share Price | $ / shares									$ 23.18
Activity of redeemable noncontrolling interests
Balance at the beginning of the period									$ 262,727	287,627
Net income (loss)									575	1,035
Distributions									(1,045)	(1,668)
Redeemable Noncontrolling Interest Cash Redemption of Operating Partnership Units										(1,592)
Other comprehensive income (loss)									5	(62)
Fair value adjustment for noncontrolling interests in Operating Partnership									(14,736)	24,130
Balance at the end of the period									$ 247,526	$ 309,470
Common Stock Dividend
Dividends declared per share | $ / shares		$ 0.22	$ 0.26	$ 0.22	$ 0.20	$ 0.19	$ 0.19		$ 0.22	$ 0.19
Number of business days preceding the record date of dividend for enrolling in DRIP									4 days
Cash dividends reinvested (DRIP) in stock (in shares) | shares									21,837	6,398
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									1,184,000
Converted Basis to Common Units Outstanding | shares									3,695,000
Conversion Price (in dollars per share) | $ / shares									$ 16.66670
Redemption Value									$ 85,640
Share Price | $ / shares									$ 23.18
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
Accumulated Other Comprehensive Income (Loss) [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance									$ (70,456)	$ (72,804)
Ending balance									(67,881)	(77,750)
Foreign currency translation [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance									(70,560)	(84,798)
Other comprehensive income (loss)									2,563	6,939
Ending balance									(67,997)	(77,859)
Net unrealized gains (losses) on other financial instruments [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance									104	100
Other comprehensive income (loss)									12	9
Ending balance									116	109
Reclassification adjustment for realized gains on available-for-sale securities included in net income [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance									0	11,894
Other comprehensive income (loss)									0	(11,894)
Ending balance									$ 0	$ 0
Subsequent Event [Member]
Common Stock Dividend
Dividends declared per share | $ / shares	$ 0.22
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, 2017	Mar. 31, 2016	Dec. 31, 2016	Sep. 30, 2015
Numerators - Basic and Diluted:
Net income	$ 110,369	$ 195,337
Preferred Stock dividends	(3,984)	(3,984)
Allocation to noncontrolling interests	(3,209)	(3,557)
Net income attributable to common stockholders	$ 103,176	$ 187,796
Denominators:
Weighted-average number of common shares outstanding - basic	884,505,000	882,673,000
Effect of dilutive securities	65,011,000	67,481,000
Weighted-average number of common shares outstanding - diluted	949,516,000	950,154,000
Anti-dilutive Securities	11,851,000	11,925,000
Common stock in treasury, shares	58,538,995		56,596,651	55,969,390
Common Stock, Shares Owned	27,459,195
Preferred Units
Denominators:
Anti-dilutive Securities	5,209,000	5,415,000
Common Units
Denominators:
Anti-dilutive Securities	4,751,000	4,768,000
LTIP Common Units
Denominators:
Anti-dilutive Securities	1,891,000	1,742,000
GGP Operating Partnership, LP [Member]
Denominators:
Common stock in treasury, shares	58,538,995

STOCK-BASED COMPENSATION PLAN54

STOCK-BASED COMPENSATION PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
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
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets			$ 0
Restricted Stock
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	1,090,693	483,578	476,686	206,219
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 25.87	$ 27.07	$ 27.11	$ 29.16
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	782,869	336,518
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 25.36	$ 26.11
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	(128,266)	(56,594)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 27.25	$ 28.95
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	(40,596)	(2,565)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 26.28	$ 27.77
Stock options | Maximum | Certain employees
Stock-Based Compensation Plans
Term of awards	10 years
Retained Earnings [Member]
Stock-Based Compensation Plans
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets			$ (3,000)

STOCK-BASED COMPENSATION PLAN55

STOCK-BASED COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Sep. 30, 2015	Dec. 31, 2014
Stock-Based Compensation Plans
Compensation expense	$ 10,198	$ 8,309
Exercised (in shares)	(231,799)	(318,826)
Stock options
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	14,944,778		15,277,189	17,727,221	18,162,700
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 17.84		$ 17.90	$ 17.35	$ 17.34
Granted (in shares)	0	91,261
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0	$ 25.81
Exercised (in shares)	(231,799)	(318,826)
Exercised (in dollars per share)	$ 19.64	$ 17.61
Forfeited (in shares)	(99,531)	(207,446)
Forfeited (in dollars per share)	$ 22.35	$ 19.82
Expired (in shares)	(1,081)	(468)
Expired (in dollars per share)	$ 28.86	$ 19.05
Stock options | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 973	$ 1,487
Stock options | General and administrative
Stock-Based Compensation Plans
Compensation expense	2,186	2,755
Restricted Stock | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	1,512	541
Restricted Stock | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 519	$ 149
LTIP Common Units
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,858,393		4,345,912	4,326,848	1,724,747
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 27.05		$ 27.27	$ 27.23	$ 29.32
Granted (in shares)	553,526	2,640,963
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 25.38	$ 25.89
Exercised (in shares)	(15,480)	0
Exercised (in dollars per share)	$ 29.15	$ 0
Forfeited (in shares)	(25,565)	(38,862)
Forfeited (in dollars per share)	$ 27.69	$ 28.98
Expired (in shares)	0	0
Expired (in dollars per share)	$ 0	$ 0
LTIP Common Units | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 400	$ 209
LTIP Common Units | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 4,608	$ 3,168

STOCK-BASED COMPENSATION PLAN56

STOCK-BASED COMPENSATION PLANS (Details 3) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Shares
Exercised (in shares)	(231,799)	(318,826)
LTIP Common Units
Shares
Stock options Outstanding at the beginning of the period (in shares)	4,345,912
Granted (in shares)	553,526	2,640,963
Exercised (in shares)	(15,480)	0
Forfeited (in shares)	(25,565)	(38,862)
Expired (in shares)	0	0
Stock options Outstanding at the end of the period (in shares)	4,858,393
Weighted Average Exercise Price
Stock options Outstanding at the beginning of the period (in dollars per share)	$ 27.27
Granted (in dollars per share)	25.38	$ 25.89
Exercised (in dollars per share)	29.15	0
Forfeited (in dollars per share)	27.69	28.98
Expired (in dollars per share)	0	$ 0
Stock options Outstanding at the end of the period (in dollars per share)	$ 27.05

ACCOUNTS RECEIVABLE, NET (Detai

ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Trade receivables	$ 103,966	$ 107,107
Nontrade Receivables, Current	1,310	1,414
Straight-line rent receivable	226,955	227,859
Other accounts receivable	4,234	3,699
Total accounts receivable	336,465	340,079
Provision for doubtful accounts	(18,206)	(17,883)
Total accounts receivable, net	$ 318,259	$ 322,196

NOTES RECEIVABLE (Details)

NOTES RECEIVABLE (Details) - USD ($) $ in Thousands, shares in Millions	Jul. 29, 2016	Nov. 11, 2015	Sep. 17, 2015	Jun. 30, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable					$ 683,894		$ 665,289
Accrued interest					7,897		13,207
Total notes receivable					691,791		678,496
Investment Owned, Balance, Shares	18.3
Sale of Stock, Percentage of Ownership after Transaction	11.30%
Sale of Stock, Consideration Received on Transaction	$ 84,900
Provision for loan loss					$ 0	$ 36,069
Provision for Other Losses							7,500
Ashkenazy [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent		$ 57,600	$ 40,400
Note Receivable Interest Rate Stated		8.00%	6.00%
MKB [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent				$ 80,000				$ 16,600
Note Receivable Interest Rate Stated				6.00%
730 5th Avenue [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent							204,300
730 5th Avenue Retail [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent							$ 104,300
Note Receivable Interest Rate Stated							8.00%
Notes, Loans and Financing Receivable, Gross, Current							$ 244,900
730 5th Avenue Office [Domain]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent							$ 100,000
Note Receivable Interest Rate Stated							9.00%
685 5th Avenue New York, New York [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent							$ 128,100
Note Receivable Interest Rate Stated							7.50%
530 5th Avenue New York, New York [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent							$ 54,500
Note Receivable Interest Rate Stated							9.00%
Unconsolidated Properties [Member] | Corporate Joint Venture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Net	$ 78,900
Note Receivable Interest Rate Effective Percentage							14.00%

PREPAID EXPENSES AND OTHER AS59

PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Intangible assets:
Gross Asset	$ 692,595	$ 743,302
Accumulated Amortization	(383,914)	(420,457)
Balance	308,681	322,845
Remaining prepaid expenses and other assets:
Security and escrow deposits	48,836	59,054
Prepaid expenses	34,956	46,709
Other non-tenant receivables	30,335	34,677
Deferred tax, net of valuation allowances	4,197	6,943
Other	58,992	36,293
Total remaining prepaid expenses and other assets	177,316	183,676
Total prepaid expenses and other assets	485,997	506,521
Above-market tenant leases, net
Intangible assets:
Gross Asset	462,095	512,802
Accumulated Amortization	(330,259)	(368,900)
Balance	131,836	143,902
Below-market ground leases, net
Intangible assets:
Gross Asset	118,994	118,994
Accumulated Amortization	(13,308)	(12,788)
Balance	105,686	106,206
Real estate tax stabilization agreement, net
Intangible assets:
Gross Asset	111,506	111,506
Accumulated Amortization	(40,347)	(38,769)
Balance	$ 71,159	$ 72,737

ACCOUNTS PAYABLE AND ACCRUED 60

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Intangible liabilities:
Gross Liability	$ 286,633	$ 291,443
Accumulated Accretion	(172,140)	(184,814)
Balance	114,493	106,629
Remaining Accounts payable and accrued expenses:
Accrued interest	51,391	47,821
Accounts payable and accrued expenses	78,200	87,485
Accrued real estate taxes	79,639	87,313
Deferred gains/income	92,351	91,720
Accrued payroll and other employee liabilities	18,042	57,721
Construction payable	106,955	115,077
Tenant and other deposits	15,100	15,061
Insurance reserve liability	14,261	14,184
Capital lease obligations	5,386	5,386
Conditional asset retirement obligation liability	5,057	5,327
Other	30,244	21,638
Total remaining Accounts payable and accrued expenses	496,626	548,733
Total Accounts payable and accrued expenses	611,119	655,362
Below-market tenant leases, net
Intangible liabilities:
Gross Liability	262,238	267,048
Accumulated Accretion	(159,010)	(172,210)
Balance	103,228	94,838
Above-market headquarters office leases, net
Intangible liabilities:
Gross Liability	15,268	15,268
Accumulated Accretion	(10,781)	(10,346)
Balance	4,487	4,922
Above-market ground leases, net
Intangible liabilities:
Gross Liability	9,127	9,127
Accumulated Accretion	(2,349)	(2,258)
Balance	$ 6,778	$ 6,869

COMMITMENTS AND CONTINGENCIES61

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Contractual rent expense, including participation rent	$ 2,197	$ 2,107
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	$ 1,625	$ 1,527