Brookfield Property REIT (BPYU) 10-Q 7 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 03, 2018
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, 2018
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		958,391,980
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Investment in real estate:
Land	$ 3,985,844	$ 4,013,874
Buildings and equipment	16,996,164	16,957,720
Less accumulated depreciation	(3,256,530)	(3,188,481)
Construction in progress	466,885	473,118
Net property and equipment	18,192,363	18,256,231
Investment in Unconsolidated Real Estate Affiliates	3,402,096	3,377,112
Net investment in real estate	21,594,459	21,633,343
Cash and cash equivalents	178,210	164,604
Accounts receivable, net	309,128	334,081
Notes receivable	423,617	417,558
Deferred expenses, net	280,697	284,512
Prepaid expenses and other assets	472,086	515,856
Total assets	23,258,197	23,349,954
Liabilities:
Mortgages, notes and loans payable	12,928,483	12,832,459
Investment in Unconsolidated Real Estate Affiliates	22,051	21,393
Accounts payable and accrued expenses	894,729	919,432
Dividend payable	223,284	219,508
Deferred tax liabilities	2,333	2,428
Junior subordinated notes	206,200	206,200
Total liabilities	14,277,080	14,201,420
Redeemable noncontrolling interests:
Preferred	52,256	52,256
Common	171,334	195,870
Total redeemable noncontrolling interests	223,590	248,126
Commitments and Contingencies	0	0
Equity:
11,000,000,000 shares authorized, $0.01 par value, 1,041,627,632 issued, 958,318,225 outstanding as of March 31, 2018, and 1,040,382,900 issued, 956,982,536 outstanding as of December 31, 2017	10,143	10,130
500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017	242,042	242,042
Additional paid-in capital	11,876,351	11,845,532
Retained earnings (accumulated deficit)	(2,275,096)	(2,107,498)
Accumulated other comprehensive loss	(72,231)	(71,906)
Common stock in treasury, at cost, 55,969,390 shares as of March 31, 2018 and December 31, 2017	(1,122,640)	(1,122,640)
Total stockholders' equity	8,658,569	8,795,660
Noncontrolling interests in consolidated real estate affiliates	47,072	55,379
Noncontrolling interests related to long-term incentive plan common units	51,886	49,369
Total equity	8,757,527	8,900,408
Total liabilities, redeemable noncontrolling interests and equity	$ 23,258,197	$ 23,349,954

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
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	1,041,627,632	1,040,382,900
Common stock, shares outstanding	958,318,225	956,982,536
Preferred Stock, shares authorized	500,000,000	500,000,000
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares issued	10,000,000	10,000,000
Preferred Stock, shares outstanding	10,000,000	10,000,000
Common stock in treasury, shares	55,969,390	55,969,390

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues:
Minimum rents	$ 368,523,000	$ 349,013,000
Tenant recoveries	157,002,000	163,055,000
Overage rents	6,244,000	5,937,000
Management fees and other corporate revenues	25,766,000	28,143,000
Other	16,631,000	20,184,000
Total revenues	574,166,000	566,332,000
Expenses:
Real estate taxes	59,733,000	57,494,000
Property maintenance costs	14,713,000	14,975,000
Marketing	1,417,000	2,145,000
Other property operating costs	71,752,000	69,303,000
Provision for doubtful accounts	3,429,000	3,451,000
Property management and other costs	39,574,000	41,114,000
General and administrative	12,247,000	14,683,000
Provision for impairment	38,379,000	0
Depreciation and amortization	185,393,000	170,298,000
Total expenses	426,637,000	373,463,000
Operating income	147,529,000	192,869,000
Interest and dividend income	9,148,000	17,936,000
Interest expense	(137,925,000)	(132,323,000)
Gain on foreign currency	0	3,183,000
Gain from changes in control of investment properties and other, net	12,664,000	0
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	31,416,000	81,665,000
Benefit from (provision for) income taxes	280,000	(4,510,000)
Equity in income of Unconsolidated Real Estate Affiliates	23,839,000	33,214,000
Unconsolidated Real Estate Affiliates - gain on investment, net	10,361,000	0
Net income	65,896,000	110,369,000
Allocation to noncontrolling interests	(1,860,000)	(3,209,000)
Net income attributable to GGP Inc.	64,036,000	107,160,000
Preferred Stock dividends	(3,984,000)	(3,984,000)
Net income attributable to common stockholders	$ 60,052,000	$ 103,176,000
Earnings Per Share:
Basic (in dollars per share)	$ 0.06	$ 0.12
Diluted (in dollars per share)	0.06	0.11
Dividends declared per share	$ 0.22	$ 0.22
Comprehensive Income, Net:
Net income	$ 65,896,000	$ 110,369,000
Other comprehensive income (loss)
Foreign currency translation	(378,000)	2,567,000
Net unrealized gains on other financial instruments	52,000	13,000
Other comprehensive income (loss)	(326,000)	2,580,000
Comprehensive income	65,570,000	112,949,000
Comprehensive income allocated to noncontrolling interests	(1,858,000)	(3,214,000)
Comprehensive income attributable to GGP Inc.	63,712,000	109,735,000
Preferred Stock dividends	(3,984,000)	(3,984,000)
Comprehensive income, net, attributable to common stockholders	$ 59,728,000	$ 105,751,000

CONSOLIDATED STATEMENTS OF EQUI

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Common Stock in Treasury	Noncontrolling Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units
Beginning balance at Dec. 31, 2016	$ 8,700,729	$ 9,407	$ 242,042	$ 11,419,939	$ (1,827,866)	$ (70,456)	$ (1,137,960)	$ 65,623
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	107,663				107,160			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		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			547
Other comprehensive income (loss)	2,575					2,575
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
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets	(16,864)				(16,864)
Beginning balance at Dec. 31, 2017	8,900,408	10,130	242,042	11,845,532	(2,107,498)	(71,906)	(1,122,640)	104,748
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	64,703				64,036			667
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(1,613)							(1,613)
Contributions received from noncontrolling interests in consolidated Real Estate Affiliates	(7,228)							(7,228)
Long Term Incentive Plan Common Unit grants, net	2,384							2,384
Restricted stock grants, net	1,717	10		1,707
Employee stock purchase program	1,737	1		1,736
Stock option grants, net of forfeitures	3,987	2		3,985
Cash dividends reinvested (DRIP) in stock	0			139	(139)
Other comprehensive income (loss)	(325)					(325)
Cash distributions declared	(210,647)				(210,647)
Cash distributions on Preferred Stock	(3,984)				(3,984)
Fair value adjustment for noncontrolling interest in Operating Partnership	23,252			23,252
Ending balance at Mar. 31, 2018	$ 8,757,527	$ 10,143	$ 242,042	$ 11,876,351	$ (2,275,096)	$ (72,231)	$ (1,122,640)	$ 98,958

CONSOLIDATED STATEMENTS OF EQU6

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Stockholders' Equity [Abstract]
Long Term Incentive Common Unit grants, net (in shares)	174,156	582,229
Restricted stock grants (in shares)	1,006,061	742,273
Employee stock purchase program (in shares)	77,520	81,709
Stock option grants, net of forfeitures (in shares)	246,202	231,799
Treasury Stock, Shares, Acquired	0	2,569,605
Cash dividends reinvested (DRIP) in stock (in shares)	5,906	21,837
Cash distributions declared (in dollars per share)	$ 0.22	$ 0.22
Cancellation of repurchased common shares (in shares)	0	627,261

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash Flows provided by Operating Activities:
Net income	$ 65,896,000	$ 110,369,000
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(23,839,000)	(33,214,000)
Distributions received from Unconsolidated Real Estate Affiliates	33,507,000	28,752,000
Provision for doubtful accounts	3,429,000	3,451,000
Depreciation and amortization	185,393,000	170,298,000
Amortization/write-off of deferred finance costs	2,775,000	2,985,000
Accretion/write-off of debt market rate adjustments	(1,108,000)	(1,120,000)
Amortization of intangibles other than in-place leases	1,971,000	11,437,000
Straight-line rent amortization	(1,260,000)	893,000
Deferred income taxes	(988,000)	2,623,000
Unconsolidated Real Estate Affiliates - gain on investment, net	10,361,000	0
Gain from changes in control of investment properties and other, net	12,664,000	0
Provision for impairment	38,379,000	0
Net changes:
Accounts and notes receivable, net	18,680,000	(9,955,000)
Prepaid expenses and other assets	16,844,000	(6,920,000)
Deferred expenses, net	(7,307,000)	(10,722,000)
Accounts payable and accrued expenses	(50,283,000)	(44,557,000)
Other, net	6,401,000	7,812,000
Net cash provided by operating activities	265,465,000	232,132,000
Cash Flows (used in) provided by Investing Activities:
Development of real estate and property improvements	(197,190,000)	(110,619,000)
Loans to joint venture partners	(2,415,000)	(3,787,000)
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	58,564,000	0
Contributions to Unconsolidated Real Estate Affiliates	(20,734,000)	(28,818,000)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	29,041,000	40,177,000
Net cash (used in) provided by investing activities	(132,734,000)	(103,047,000)
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	210,000,000	290,000,000
Principal payments on mortgages, notes and loans payable	(115,644,000)	(154,624,000)
Treasury stock purchases	0	(71,105,000)
Cash distributions to noncontrolling interests in consolidated real estate affiliates	(1,613,000)	(1,450,000)
Cash distributions paid to common stockholders	(210,530,000)	(424,656,000)
Cash distributions reinvested (DRIP) in common stock	139,000	547,000
Cash distributions paid to preferred stockholders	(3,984,000)	(3,984,000)
Cash distributions and redemptions paid to unit holders	(3,190,000)	(5,797,000)
Other, net	5,583,000	6,574,000
Net cash used in financing activities	(119,239,000)	(364,495,000)
Effect of foreign exchange rates on cash and cash equivalents	0	3,183,000
Net change in cash, cash equivalents and restricted cash	13,492,000	(232,227,000)
Cash, cash equivalents and restricted cash at beginning of period	231,939,000	531,705,000
Cash, cash equivalents and restricted cash at end of period	245,431,000	299,478,000
Supplemental Disclosure of Cash Flow Information:
Interest paid	138,646,000	128,316,000
Interest capitalized	4,325,000	1,595,000
Income taxes paid	67,000	2,467,000
Accrued capital expenditures included in accounts payable and accrued expenses	$ 259,952,000	$ 106,862,000

ORGANIZATION

ORGANIZATION	3 Months Ended
	Mar. 31, 2018
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, 2017 which are included in the Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2017 (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. Unless context otherwise requires, 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". 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, 2018 , we are the owner, either entirely or with joint venture partners, of 125 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, 2018 , GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units and LTIP Units, each as defined below) of GGPLP and GGPN, while the remaining 1% was held by limited partners and certain previous contributors of properties to GGPOP. 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 8 ). GGPOP also 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 10 ). 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". On March 26, 2018, we announced that we had reached an agreement with Brookfield Property Partners ("BPY"), among other things, for BPY to acquire all of our outstanding shares of common stock, other than those that BPY and its affiliates already own. The proposed transaction provides for consideration per GGP share of up to $23.50 in cash or a choice of either one BPY limited partnership unit or one newly created BPY U.S. REIT share ("BPR"), subject to proration, based on aggregate cash consideration of $9.25 billion . The BPR shares were structured with the intention of providing an economic return equivalent to BPY units, including identical distributions. BPR shareholders will have the right to exchange each BPR share for one BPY unit or the cash equivalent of one BPY unit at the election of BPY. The transaction is still subject to approval by holders of at least two-thirds of GGP shares and holders of a majority of GGP shares held by non-Brookfield-affiliated holders.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2018
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 and our consolidated joint ventures are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships and our consolidated joint ventures, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities. We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization, which are a result of our emergence from bankruptcy, 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 Reclassifications In November 2016, the FASB issued ASU 2016-18 which requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. The Company adopted this guidance on December 31, 2017, which changes our statements of cash flows and related disclosures for all periods presented. The following is a summary of our cash, cash equivalents and restricted cash total as presented in our statements of cash flows for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Cash and cash equivalents $ 178,210 $ 252,718 Restricted cash 67,221 46,760 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 245,431 $ 299,478 For the three months ended March 31, 2017 the changes in restricted cash related to cash flows provided by operating activities of $6.8 million , restricted cash related to cash flows used in investing activities of $0.7 million and restricted cash related to cash flows used in financing activities of $2.7 million were reclassified. Acquisitions of Operating Properties ( Note 3 ) Acquisitions of properties are typically accounted for as acquisitions of assets rather than acquisitions of a business. Accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition and acquisition costs are capitalized. 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, 2018 Tenant leases: In-place value $ 298,307 $ (148,443 ) $ 149,864 As of December 31, 2017 Tenant leases: In-place value $ 347,232 $ (181,088 ) $ 166,144 The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets ( Note 13 ); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses ( Note 14 ) in our Consolidated Balance Sheets. Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , had the following effects on our income from continuing operations: Three Months Ended March 31, 2018 2017 Amortization/accretion effect on continuing operations $ (16,039 ) $ (24,919 ) Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , is estimated to decrease results from continuing operations as follows: Year Amount 2018 Remaining $ 32,756 2019 29,897 2020 20,247 2021 14,391 2022 13,043 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 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. 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, 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 the fair value of the consideration of 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 to our entire investment in the property, 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. Accounting for real estate sales distinguishes between sales to a customer or non-customer for purposes of revenue recognition. Once we, as the seller, determine that we have a contract, we will identify each distinct non-financial asset promised to the counter-party and whether the counter-party obtains control and transfers risks and rewards of ownership of each non-financial asset to determine if we should derecognize the asset. We provide an allowance for doubtful accounts against the portion of accounts receivable including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed each period based upon our recovery experience and the specific facts of each outstanding amount. 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, 2018 2017 Management fees from affiliates $ 25,766 $ 28,143 Management fee expense (10,491 ) (8,803 ) Net management fees from affiliates $ 15,275 $ 19,340 Based upon the new revenue recognition guidance, we determined that typical management fees including property and asset management, construction and development management services, leasing services, property acquisition and disposition services and financing services, needed to be evaluated for each separate performance obligation included in the contract in order to determine timing of revenue recognition. Revenues from contracts within the scope of the new revenue recognition guidance were $25.1 million for the three months ended March 31, 2018 . Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. We are compensated for our services through a monthly management fee earned based on a specified percentage of the monthly rental income or rental receipts generated from the property under management. For construction and development services, we are compensated for planning, administering and monitoring the design and construction of projects at our joint venture properties typically based on a percentage of project costs, hourly rate of development staff or a fixed fee. Revenues from such contracts were $21.9 million for the three months ended March 31, 2018 and are recognized over the life of the applicable contract. Conversely, leasing services, property acquisition and disposition services and financing services are each considered to be a single performance obligation, satisfied as of a point in time. Our fee is paid upon the occurrence of certain contractual event(s) that may be contingent and pattern of revenue recognition may differ from the timing of payment. For these services, the obligation is the execution of the lease, closing of the sale or acquisition, or closing of the financing or refinancing. As such, revenues are recognized at the point in time when the respective obligation has been satisfied. Revenues from such contracts were $3.2 million for the three months ended March 31, 2018 . 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, 2018 , we recorded a $38.4 million impairment charge on our Consolidated Statements of Comprehensive Income related to one operating property that has non-recourse debt maturing during 2019 that exceeds the fair value of the operating property. 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, 2018 and 2017 . 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. Notes Receivable Notes receivable are evaluated for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral. No impairments related to our notes receivable were recognized for the three months ended March 31, 2018 and 2017 . 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 8 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 $135.0 million outstanding and no amount outstanding under our credit facility as of March 31, 2018 and December 31, 2017 , respectively. Recently Issued Accounting Pronouncements Based upon the new revenue recognition guidance, revenue recognized for the quarter ended March 31, 2018 is not significantly different as compared to what would have been recognized in the same period under guidance that was in effect before the change. Effective January 1, 2018, companies are 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 are excluded from this revenue recognition criteria; however, the sale of real estate is required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition are required for contracts that are subject to this pronouncement. The new standard can be adopted either retrospectively to each prior reporting period presented or on a modified retrospective approach as a cumulative effect adjustment as of the date of adoption. The Company adopted the model effective January 1, 2018 using the modified retrospective approach for implementation. We elected to use the practical expedient to apply the model only to contracts not yet completed as of the date of adoption. The adoption resulted in a cumulative-effect adjustment to increase equity as of January 1, 2018 of approximately $1.90 million related to changes in the revenue recognition pattern of lease commissions earned by the Company from our joint ventures and the sale of condos in our Unconsolidated Real Estate Affiliates ( Note 5 ). 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 expects to adopt this guidance on January 1, 2019 and will continue to evaluate the potential impact of this pronouncement on its consolidated financial statements until the guidance becomes effective. In June 2016, the FASB issued ASU 2016-13 which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU will be effective for the Company January 1, 2020 with early adoption permitted on January 1, 2019. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16 which changed the current income tax accounting for intra-entity asset sales to be only for inventory. The Company adopted this standard effective January 1, 2018. For those companies that did not recognize the income tax impact of a sale other than inventory before the adoption date, the new ASU was applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of January 1, 2018. This resulted in a cumulative-effect adjustment to decrease retained earnings by the unamortized balance of the $18.8 million prepaid asset established in December 2016. In November 2016, the FASB issued ASU 2016-18 which requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. This standard is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company adopted this guidance on December 31, 2017, which changes our statements of cash flows and related disclosures for all periods presented. In February 2017, the FASB issued ASU 2017-05 which clarifies the accounting for the derecognition of nonfinancial assets by eliminating the exception in current GAAP for transfers of investments in real estate entities (including equity method investments). The amendments in this update provide guidance on the accounting of partial sales of nonfinancial assets and contributions of nonfinancial assets to a joint venture or other noncontrolling investee. Once this guidance is adopted, an entity would use the guidance in the new revenue recognition standard (discussed above) to determine whether it is transferring multiple, distinct assets and would recognize a gain or loss for each distinct asset transferred. When an entity transfers nonfinancial assets included in a subsidiary and retains or receives an equity interest, it first determines whether it has retained a controlling financial interest in the subsidiary. If so, the entity does not derecognize the assets and accounts for the sale of noncontrolling interest in the subsidiary under the consolidation guidance covering decreases in ownership which would result in recognizing a gain or loss. If an entity retains or receives a noncontrolling interest in the entity that owns the asset post-sale, that noncontrolling interest is considered noncash consideration and is included in the transaction price at its fair value. The retained noncontrolling interest is included at its fair value and results in an entity recognizing 100% of the gain on sale of the asset. The Company adopted this standard as of January 1, 2018 using the modified retrospective approach for implementation. We elected to use the practical expedient to apply the standard only to contracts not yet completed as of the date of adoption. The adoption will result in higher gains on future sales of partial real estate interests due to recognizing 100% of the gain on the sale of the partial interest and recording the retained noncontrolling interest at fair value. As of the adoption date, January 1, 2018, there was no cumulative-effect adjustment recorded to retained earnings. 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 respec

FAIR VALUE

FAIR VALUE	3 Months Ended
	Mar. 31, 2018
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. The following table summarizes certain of our assets that are measured at fair value on a nonrecurring basis as a result of impairment charges recorded during the three months ended March 31, 2018 . No impairment charges were recognized during the three months ended March 31, 2017 . Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Provisions for Impairment Three Months Ended March 31, 2018 Investments in real estate (1) $ 71,181 $ — $ — $ 71,181 $ 38,379 _______________________________________________________________________________ (1) Refer to Note 2 for more information regarding impairment. Investments in real estate includes consolidated properties and Unconsolidated Real Estate Affiliates. Unobservable Quantitative Input Rate Discount rates 9.75% Terminal capitalization rates 10.25% 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, 2018 and December 31, 2017 . March 31, 2018 December 31, 2017 Carrying Amount (1) Estimated Fair Value Carrying Amount (2) Estimated Fair Value Fixed-rate debt $ 10,381,543 $ 10,232,158 $ 10,420,252 $ 10,467,262 Variable-rate debt 2,546,940 2,555,154 2,412,207 2,415,457 $ 12,928,483 $ 12,787,312 $ 12,832,459 $ 12,882,719 (1) Includes net market rate adjustments of $22.4 million and deferred financing costs of $27.5 million , net. (2) Includes net market rate adjustments of $23.5 million and deferred financing costs of $30.3 million , net. The fair value of our Junior Subordinated Notes approximates their carrying amount as of March 31, 2018 and December 31, 2017 . 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, 2018
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. The reconciliation to our total investment in Unconsolidated Real Estate Affiliates is inclusive of investments accounted for using the cost method ( Note 2 ). March 31, 2018 December 31, 2017 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets: Land $ 2,952,169 $ 2,908,181 Buildings and equipment 14,248,992 14,014,665 Less accumulated depreciation (3,885,562 ) (3,794,792 ) Construction in progress 482,784 545,305 Net property and equipment 13,798,383 13,673,359 Investment in unconsolidated joint ventures 613,305 613,136 Net investment in real estate 14,411,688 14,286,495 Cash and cash equivalents 388,946 438,664 Accounts receivable, net 343,125 386,634 Notes receivable 16,251 15,058 Deferred expenses, net 357,204 339,327 Prepaid expenses and other assets 219,847 381,980 Total assets $ 15,737,061 $ 15,848,158 Liabilities and Owners' Equity: \ Mortgages, notes and loans payable $ 10,508,599 $ 10,504,799 Accounts payable, accrued expenses and other liabilities 573,825 1,115,549 Cumulative effect of foreign currency translation ("CFCT") (11,050 ) (38,013 ) Owners' equity, excluding CFCT 4,665,687 4,265,823 Total liabilities and owners' equity $ 15,737,061 $ 15,848,158 Investment in Unconsolidated Real Estate Affiliates, Net: Owners' equity $ 4,654,637 $ 4,227,810 Less: joint venture partners' equity (2,673,179 ) (2,413,822 ) Plus: excess investment/basis differences 1,416,796 1,547,462 Investment in Unconsolidated Real Estate Affiliates, net (equity method) 3,398,254 3,361,450 Investment in Unconsolidated Real Estate Affiliates, net (cost method) 30,483 30,483 Elimination of consolidated real estate investment interest through joint venture (50,414 ) (52,305 ) Retail investment, net 1,722 16,091 Investment in Unconsolidated Real Estate Affiliates, net $ 3,380,045 $ 3,355,719 Reconciliation - Investment in Unconsolidated Real Estate Affiliates: Asset - Investment in Unconsolidated Real Estate Affiliates $ 3,402,096 $ 3,377,112 Liability - Investment in Unconsolidated Real Estate Affiliates (22,051 ) (21,393 ) Investment in Unconsolidated Real Estate Affiliates, net $ 3,380,045 $ 3,355,719 Three Months Ended March 31, 2018 2017 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 291,472 $ 295,867 Tenant recoveries 122,642 122,019 Overage rents 6,305 6,106 Condominium sales 36,889 96,987 Other 18,269 13,078 Total revenues 475,577 534,057 Expenses: Real estate taxes 36,136 35,057 Property maintenance costs 11,664 11,489 Marketing 5,591 4,562 Other property operating costs 56,305 53,630 Condominium cost of sales 26,895 70,714 Provision for doubtful accounts 2,559 1,964 Property management and other costs (2) 23,413 18,460 General and administrative 558 573 Depreciation and amortization 125,080 122,491 Total expenses 288,201 318,940 Operating income 187,376 215,117 Interest income 1,841 2,729 Interest expense (104,564 ) (110,988 ) Provision for income taxes (205 ) (278 ) Equity in loss of unconsolidated joint ventures (7,563 ) (4,354 ) Income from continuing operations 76,885 102,226 Allocation to noncontrolling interests (18 ) (24 ) Net income attributable to the ventures $ 76,867 $ 102,202 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 76,867 $ 102,202 Joint venture partners' share of income (35,601 ) (52,236 ) Elimination of (gain) loss from consolidated real estate investment with interest owned through joint venture (89 ) 1,052 Loss on retail investment (5,856 ) (10,212 ) Amortization of capital or basis differences (11,482 ) (7,592 ) Equity in income of Unconsolidated Real Estate Affiliates $ 23,839 $ 33,214 (1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Miami Design District subsequent to June 1, 2017. (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 22 domestic joint ventures, comprising 38 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 June 1, 2017, we received an additional 7.3% of our joint venture partner's membership interests in Miami Design District in full satisfaction of two promissory notes for $57.6 million and $40.4 million , respectively, resulting in a total ownership of 22.3% . We determined that we had significant influence over the investment subsequent to the acquisition of the additional interest, and therefore we changed our method of accounting for this joint venture from the cost method to the equity method ( Note 2 ). On July 12, 2017, we closed on the acquisition of the remaining 50% interest in 8 anchor boxes included in the GSPH joint venture with Seritage. We had previously owned a 50% interest in the joint venture and accounted for the joint venture using the equity method of accounting, but as a result of the transaction we now account for this joint venture using the consolidation method of accounting. Simultaneously, we distributed the 4 remaining anchor boxes in GSPH to a newly formed joint venture, GSPHII, between GGP and Seritage in which the ownership interest remains at 50% for both joint venture partners, and we continue to account for this joint venture using the equity method of accounting. Finally, we acquired a 50% interest in 5 anchor boxes through a newly formed joint venture, GSPH2017, which we account for using the equity method of accounting. On September 19, 2017, we entered into three transactions with affiliates of Thor related to joint ventures between GGP and Thor at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue. As a result of these transactions, we changed our method of accounting for these three joint ventures from the equity method of accounting. We now consolidate the joint ventures with our joint venture partner's share of equity included in noncontrolling interest. Condominium Sales and Condominium Cost of Sales On March 7, 2014, GGP formed a joint venture, AMX Partners, LLC, with Kahikolu Partners, LLC, for the purpose of constructing a luxury residential condominium tower (the Park Lane condominium project) on a site located within the Ala Moana Shopping Center. Under the previous revenue recognition guidance, the percentage of completion method was used to account for the sales revenue of the Park Lane condominium project. Upon adoption of the new revenue recognition standard ( Note 2 ), risks and rewards of ownership and control over the condominium unit transfers upon the closing of the sale to the customer, and as such, the joint venture will recognize revenue for the condominium unit upon closing. Unconsolidated Mortgages, Notes and Loans Payable, and Retained Debt Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $5.1 billion as of March 31, 2018 and December 31, 2017 , 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 $84.5 million at one property as of March 31, 2018 , and $85.2 million as of December 31, 2017 . 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, 2018 , 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, 2018
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, 2018 (1) Weighted-Average Interest Rate (2) December 31, 2017 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 10,381,543 4.41 % $ 10,420,252 4.41 % Total fixed-rate debt 10,381,543 4.41 % 10,420,252 4.41 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 2,417,785 3.69 % 2,418,628 3.39 % Revolving credit facility (5) 129,155 2.99 % (6,421 ) — Total variable-rate debt 2,546,940 3.65 % 2,412,207 3.39 % Total Mortgages, notes and loans payable $ 12,928,483 4.26 % $ 12,832,459 4.22 % Junior subordinated notes $ 206,200 3.22 % $ 206,200 2.83 % (1) Includes $22.4 million of market rate adjustments and $27.5 million of deferred financing costs, net. (2) Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financing costs. (3) Includes $23.5 million of market rate adjustments and $30.3 million of deferred financing costs, net. (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, 2018 , $18.1 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.4 billion of debt, are cross-collateralized. Although a majority of the $12.8 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $810.6 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. We did not refinance any consolidated mortgage notes during the three months ended March 31, 2018 . During the year ended December 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% . The property subsequently replaced a property that was sold during the year ended December 31, 2017 as collateral in our $1.4 billion loan secured by cross-collateralized mortgages on 14 properties. In addition, we obtained a new consolidated mortgage note at one property for $325.0 million with an interest rate of 3.98% . Finally, as a result of the three transactions at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue, we now consolidate a total of $450.0 million consolidated mortgage notes with interest rates of LIBOR plus 2.75% and LIBOR plus 3.25% . Finally, we refinanced a $190.0 million consolidated mortgage note with a $110.0 million consolidated mortgage note. Both notes had an interest rate of LIBOR plus 3.25% . We manage our exposure to interest rate fluctuations related to this debt using interest rate cap agreements. However, our efforts to manage risks associated with interest rate volatility may not be successful. Our $1.4 billion loan is secured by cross-collateralized mortgages on 14 properties. The interest rate is LIBOR plus 1.75% and the recourse is 50% . The loan matures on April 25, 2019, with two one year extension options. Corporate and Other Unsecured Loans We have certain unsecured debt obligations, the terms of which are described below: March 31, 2018 (1) Weighted-Average Interest Rate December 31, 2017 (2) Weighted-Average Interest Rate Unsecured debt: Revolving credit facility $ 135,000 2.99 % $ — — Total unsecured debt $ 135,000 2.99 % $ — — (1) Excludes deferred financing costs of $5.8 million in 2018 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $6.4 million in 2017 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, 2018 . As of March 31, 2018 , $135.0 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. 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, 2018 and December 31, 2017 . Letters of Credit and Surety Bonds We had outstanding letters of credit and surety bonds of $42.5 million as of March 31, 2018 and $51.3 million as of December 31, 2017 . 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, 2018 .

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2018
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, 2014 through 2017 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2013 through 2017 . We have one TRS that has extended the statute of limitations for the year ended December 31, 2013 until September 30, 2018 for purposes of reviewing a carryback claim. We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of March 31, 2018 .

EQUITY AND REDEEMABLE NONCONTRO

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS	3 Months Ended
	Mar. 31, 2018
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, 2018 2017 Distributions to preferred GGPOP units $ (633 ) $ (2,130 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (Common units) (560 ) (575 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units) (134 ) (255 ) Net income allocated to noncontrolling interest in consolidated real estate affiliates (533 ) (249 ) Allocation to noncontrolling interests (1,860 ) (3,209 ) Other comprehensive (income) loss allocated to noncontrolling interests 2 (5 ) Comprehensive income allocated to noncontrolling interests $ (1,858 ) $ (3,214 ) Noncontrolling Interests The noncontrolling interest related to the Common, Preferred, and LTIP Units of GGPOP are presented either as redeemable noncontrolling interests in mezzanine equity 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 redeemable 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, 2018 , the aggregate amount of cash we would have paid would have been $171.3 million and $52.3 million , respectively. GGPOP issued Preferred Units that are, or were, convertible into Common Units of GGPOP at the rates below (subject to adjustment). The holder may convert the Series D and Series E 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, 2018 (in thousands) Converted Basis to Common Units Outstanding as of March 31, 2018 (in thousands) Conversion Price Redemption Value (1) Series B 3.00000 10 — $ 16.66670 $ 486 Series D 1.50821 533 835 33.15188 26,637 Series E 1.29836 503 679 38.51000 25,133 $ 52,256 (1) As of July 10, 2017, the Series B preferred unit conversion option expired and now has a fixed cash redemption value of $50 per unit. The following table reflects the activity of the common redeemable noncontrolling interests for the three months ended March 31, 2018 , and 2017 . Balance at January 1, 2017 $ 262,727 Net income 575 Distributions (1,045 ) Other comprehensive loss 5 Fair value adjustment for noncontrolling interests in Operating Partnership (14,736 ) Balance at March 31, 2017 $ 247,526 Balance at January 1, 2018 $ 248,126 Net income 560 Distributions (1,842 ) Other comprehensive loss (2 ) Fair value adjustment for noncontrolling interests in Operating Partnership (23,252 ) Balance at March 31, 2018 $ 223,590 Common Stock Dividend Our Board of Directors declared common stock dividends during 2018 and 2017 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2018 May 3 July 13, 2018 July 31, 2018 $ 0.22 February 7 April 13, 2018 April 30, 2018 0.22 2017 October 31 December 15, 2017 January 5, 2018 $ 0.22 August 2 October 13, 2017 October 31, 2017 0.22 May 1 July 13, 2017 July 28, 2017 0.22 January 30 April 13, 2017 April 28, 2017 0.22 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, 5,906 shares were issued during the three months ended March 31, 2018 and 21,837 shares were issued during the three months ended March 31, 2017 . 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 2018 and 2017 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2018 May 3 June 15, 2018 July 2, 2018 $ 0.3984 February 7 March 15, 2018 April 2, 2018 0.3984 2017 October 31 December 15, 2017 January 2, 2018 $ 0.3984 August 2 September 15, 2017 October 2, 2017 0.3984 May 1 June 15, 2017 July 3, 2017 0.3984 January 30 March 15, 2017 April 3, 2017 0.3984 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, 2018 , and 2017 : Foreign currency translation Net unrealized gains (losses) on other financial instruments Total 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 ) Balance at January 1, 2018 $ (72,022 ) $ 116 $ (71,906 ) Other comprehensive income (loss) (376 ) 51 (325 ) Balance at March 31, 2018 $ (72,398 ) $ 167 $ (72,231 )

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2018
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, 2018 2017 Numerators - Basic and Diluted: Net income 65,896 110,369 Preferred Stock dividends (3,984 ) (3,984 ) Allocation to noncontrolling interests (1,860 ) (3,209 ) Net income attributable to common stockholders $ 60,052 $ 103,176 Denominators: Weighted-average number of common shares outstanding - basic 957,450 884,505 Effect of dilutive securities 2,843 65,011 Weighted-average number of common shares outstanding - diluted 960,293 949,516 Anti-dilutive Securities: Effect of Preferred Units 1,514 5,209 Effect of Common Units 8,374 4,751 Effect of LTIP Units 1,788 1,891 Weighted-average number of anti-dilutive securities 11,676 11,851 For the three months ended March 31, 2017 , dilutive options and dilutive shares related to the Warrants are included in the denominator of diluted EPS. Outstanding Common Units and LTIP Units have also 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. During the year ended December 31, 2017, Brookfield, Abu Dhabi Investment Authority and Future Fund Board of Guardians exercised Warrants for 83,866,187 shares of common stock using both full and net share settlement. GGP owned 55,969,390 and 58,538,995 shares of treasury stock as of March 31, 2018 and 2017 . These shares are presented as common stock in treasury, at cost, on our Consolidated Balance Sheets. Additionally, GGPN 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, 2018
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 versus estimating a forfeiture rate. This 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, 2018 , and 2017 is summarized in the following table in thousands: Three Months Ended March 31, 2018 2017 Stock options - Property management and other costs $ 89 $ 973 Stock options - General and administrative 64 2,186 Restricted stock - Property management and other costs 1,103 1,512 Restricted stock - General and administrative 610 519 LTIP Units - Property management and other costs 363 400 LTIP Units - General and administrative 4,169 4,608 Total $ 6,398 $ 10,198 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, 2018 and 2017 : 2018 2017 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 14,427,103 $ 17.84 15,277,189 $ 17.90 Granted — — — — Exercised (246,202 ) 15.61 (231,799 ) 19.64 Forfeited — — (99,531 ) 22.35 Expired (42,217 ) 22.19 (1,081 ) 28.86 Stock options Outstanding at March 31, 14,138,684 $ 17.87 14,944,778 $ 17.84 2018 2017 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value LTIP Units Outstanding at January 1, 4,747,664 $ 26.98 4,345,912 $ 27.27 Granted — — 553,526 25.38 Exercised — — (15,480 ) 29.15 Forfeited (179,824 ) 25.82 (25,565 ) 27.69 Expired — — — — LTIP Units Outstanding at March 31, 4,567,840 $ 27.02 4,858,393 $ 27.05 2018 2017 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Restricted stock Outstanding at January 1, 1,089,364 $ 25.29 476,686 $ 27.11 Granted 1,074,137 21.52 782,869 25.36 Vested (224,532 ) 26.25 (128,266 ) 27.25 Canceled (68,076 ) 25.90 (40,596 ) 26.28 Restricted stock Outstanding at March 31, 1,870,893 22.99 1,090,693 25.87

ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET	3 Months Ended
	Mar. 31, 2018
Receivables [Abstract]
ACCOUNTS RECEIVABLE, NET	ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. March 31, 2018 December 31, 2017 Trade receivables $ 88,892 $ 109,968 Short-term tenant receivables 3,843 4,776 Straight-line rent receivable 234,177 233,630 Other accounts receivable 3,555 5,165 Total accounts receivable 330,467 353,539 Provision for doubtful accounts (21,677 ) (19,458 ) Total accounts receivable, net $ 308,790 $ 334,081 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. March 31, 2018 December 31, 2017 Notes receivable $ 418,997 $ 404,129 Accrued interest 4,620 13,429 Total notes receivable 423,617 417,558 On July 12, 2017, we entered into a promissory note with our joint venture GS Portfolio Holdings II, LLC ("GSPHII"), in which we lent GSPHII $127.4 million that bears interest at 6.3% from January 1, 2018 to December 31, 2018. Interest payments occur a month in arrears, commencing on the first day of the second calendar month with a final payment on the maturity date. The note is collateralized by GSPHII's interest in four anchor boxes. On May 23, 2017, we entered into a promissory note with our joint venture partner, Bayside Equities, LLC ("Bayside Equities"), a subsidiary of AHC, in which we lent Bayside Equities $19.1 million that bears interest at 12.2% per annum. The note is collateralized by Bayside Equities' economic interest in Riverchase Galleria and the Tysons Galleria anchor box. Notes receivable includes $204.3 million of notes receivable 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 to our joint venture partner in the retail portion and bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at 8.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of March 31, 2018 , there was $172.5 million and $80.0 million outstanding on these loans, respectively.

NOTES RECEIVABLE

NOTES RECEIVABLE	3 Months Ended
	Mar. 31, 2018
Receivables [Abstract]
NOTES RECEIVABLE	ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. March 31, 2018 December 31, 2017 Trade receivables $ 88,892 $ 109,968 Short-term tenant receivables 3,843 4,776 Straight-line rent receivable 234,177 233,630 Other accounts receivable 3,555 5,165 Total accounts receivable 330,467 353,539 Provision for doubtful accounts (21,677 ) (19,458 ) Total accounts receivable, net $ 308,790 $ 334,081 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. March 31, 2018 December 31, 2017 Notes receivable $ 418,997 $ 404,129 Accrued interest 4,620 13,429 Total notes receivable 423,617 417,558 On July 12, 2017, we entered into a promissory note with our joint venture GS Portfolio Holdings II, LLC ("GSPHII"), in which we lent GSPHII $127.4 million that bears interest at 6.3% from January 1, 2018 to December 31, 2018. Interest payments occur a month in arrears, commencing on the first day of the second calendar month with a final payment on the maturity date. The note is collateralized by GSPHII's interest in four anchor boxes. On May 23, 2017, we entered into a promissory note with our joint venture partner, Bayside Equities, LLC ("Bayside Equities"), a subsidiary of AHC, in which we lent Bayside Equities $19.1 million that bears interest at 12.2% per annum. The note is collateralized by Bayside Equities' economic interest in Riverchase Galleria and the Tysons Galleria anchor box. Notes receivable includes $204.3 million of notes receivable 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 to our joint venture partner in the retail portion and bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at 8.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of March 31, 2018 , there was $172.5 million and $80.0 million outstanding on these loans, respectively.

PREPAID EXPENSES AND OTHER ASSE

PREPAID EXPENSES AND OTHER ASSETS	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 337,629 $ (250,408 ) $ 87,221 $ 411,789 $ (313,228 ) $ 98,561 Below-market ground leases, net 118,994 (15,390 ) 103,604 118,994 (14,870 ) 104,124 Real estate tax stabilization agreement, net 111,506 (46,659 ) 64,847 111,506 (45,081 ) 66,425 Total intangible assets $ 568,129 $ (312,457 ) $ 255,672 $ 642,289 $ (373,179 ) $ 269,110 Remaining prepaid expenses and other assets: Restricted cash 67,221 67,335 Security and escrow deposits 2,311 2,308 Prepaid expenses 57,090 54,987 Other non-tenant receivables 25,922 31,265 Deferred tax, net of valuation allowances 21,954 21,061 Other 41,916 69,790 Total remaining prepaid expenses and other assets 216,414 246,746 Total prepaid expenses and other assets $ 472,086 $ 515,856

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 310,861 (141,452 ) $ 169,409 348,984 (162,228 ) $ 186,756 Above-market headquarters office leases, net — — — 4,342 (3,860 ) 482 Above-market ground leases, net 9,880 (2,753 ) 7,127 9,880 (2,648 ) 7,232 Total intangible liabilities $ 320,741 $ (144,205 ) $ 176,536 $ 363,206 $ (168,736 ) $ 194,470 Remaining accounts payable and accrued expenses: Accrued interest 45,740 43,874 Accounts payable and accrued expenses 50,850 77,405 Accrued real estate taxes 73,940 78,213 Deferred gains/income 99,653 90,379 Accrued payroll and other employee liabilities 20,126 54,520 Construction payable 262,074 221,172 Tenant and other deposits 28,542 32,106 Insurance reserve liability 12,376 12,035 Capital lease obligations 5,385 5,385 Conditional asset retirement obligation liability 6,004 6,149 Other 113,503 103,724 Total remaining Accounts payable and accrued expenses 718,193 724,962 Total Accounts payable and accrued expenses $ 894,729 $ 919,432

LITIGATION

LITIGATION	3 Months Ended
	Mar. 31, 2018
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. GGP is subject to litigation related to the agreements with BPY ( Note 1 ). GGP cannot predict the outcome of pending litigation, nor can it predict the amount of time and expense that will be required to resolve such litigation.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2018
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, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income: Three Months Ended March 31, 2018 2017 (Dollars in thousands) Contractual rent expense, including participation rent $ 2,150 $ 2,197 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,598 1,625

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On April 17, 2018, the company obtained a new fixed-rate loan at Ala Moana Center for $500.0 million with an interest rate of 3.80% . The loan replaced a variable-rate loan of $413.0 million with an interest rate of LIBOR plus 1.75% .

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2018
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 and our consolidated joint ventures are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships and our consolidated joint ventures, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities. We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization, which are a result of our emergence from bankruptcy, 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 typically accounted for as acquisitions of assets rather than acquisitions of a business. Accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition and acquisition costs are capitalized. 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, 2018 , we recorded a $38.4 million impairment charge on our Consolidated Statements of Comprehensive Income related to one operating property that has non-recourse debt maturing during 2019 that exceeds the fair value of the operating property. 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, 2018 and 2017 . 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. Notes Receivable Notes receivable are evaluated for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral. No impairments related to our notes receivable were recognized for the three months ended March 31, 2018 and 2017 .
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 8 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 allocating the purchase price of real estate acquisitions, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 Tenant leases: In-place value $ 298,307 $ (148,443 ) $ 149,864 As of December 31, 2017 Tenant leases: In-place value $ 347,232 $ (181,088 ) $ 166,144
Schedule of effects of amortization/accretion of all intangibles on Income (loss) from continuing operations	Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , had the following effects on our income from continuing operations: Three Months Ended March 31, 2018 2017 Amortization/accretion effect on continuing operations $ (16,039 ) $ (24,919 )
Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations	Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , is estimated to decrease results from continuing operations as follows: Year Amount 2018 Remaining $ 32,756 2019 29,897 2020 20,247 2021 14,391 2022 13,043
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, 2018 2017 Management fees from affiliates $ 25,766 $ 28,143 Management fee expense (10,491 ) (8,803 ) Net management fees from affiliates $ 15,275 $ 19,340
Schedule of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents	The following is a summary of our cash, cash equivalents and restricted cash total as presented in our statements of cash flows for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Cash and cash equivalents $ 178,210 $ 252,718 Restricted cash 67,221 46,760 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 245,431 $ 299,478

FAIR VALUE (Tables)

FAIR VALUE (Tables)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Schedule of Assets Measured at Fair Value on Nonrecurring Basis	The following table summarizes certain of our assets that are measured at fair value on a nonrecurring basis as a result of impairment charges recorded during the three months ended March 31, 2018 . No impairment charges were recognized during the three months ended March 31, 2017 . Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Provisions for Impairment Three Months Ended March 31, 2018 Investments in real estate (1) $ 71,181 $ — $ — $ 71,181 $ 38,379 _______________________________________________________________________________ (1) Refer to Note 2 for more information regarding impairment. Investments in real estate includes consolidated properties and Unconsolidated Real Estate Affiliates.
Schedule of Unobservable Quantitative Inputs	Unobservable Quantitative Input Rate Discount rates 9.75% Terminal capitalization rates 10.25%
Fair Value of Debt	Management's estimates of fair value are presented below for our debt as of March 31, 2018 and December 31, 2017 . March 31, 2018 December 31, 2017 Carrying Amount (1) Estimated Fair Value Carrying Amount (2) Estimated Fair Value Fixed-rate debt $ 10,381,543 $ 10,232,158 $ 10,420,252 $ 10,467,262 Variable-rate debt 2,546,940 2,555,154 2,412,207 2,415,457 $ 12,928,483 $ 12,787,312 $ 12,832,459 $ 12,882,719 (1) Includes net market rate adjustments of $22.4 million and deferred financing costs of $27.5 million , net. (2) Includes net market rate adjustments of $23.5 million and deferred financing costs of $30.3 million , net.

UNCONSOLIDATED REAL ESTATE AF27

UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)	3 Months Ended
	Mar. 31, 2018
UNCONSOLIDATED REAL ESTATE AFFILIATES
Schedule of summarized financial information for Unconsolidated Real Estate Affiliates	( Note 2 ). March 31, 2018 December 31, 2017 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets: Land $ 2,952,169 $ 2,908,181 Buildings and equipment 14,248,992 14,014,665 Less accumulated depreciation (3,885,562 ) (3,794,792 ) Construction in progress 482,784 545,305 Net property and equipment 13,798,383 13,673,359 Investment in unconsolidated joint ventures 613,305 613,136 Net investment in real estate 14,411,688 14,286,495 Cash and cash equivalents 388,946 438,664 Accounts receivable, net 343,125 386,634 Notes receivable 16,251 15,058 Deferred expenses, net 357,204 339,327 Prepaid expenses and other assets 219,847 381,980 Total assets $ 15,737,061 $ 15,848,158 Liabilities and Owners' Equity: \ Mortgages, notes and loans payable $ 10,508,599 $ 10,504,799 Accounts payable, accrued expenses and other liabilities 573,825 1,115,549 Cumulative effect of foreign currency translation ("CFCT") (11,050 ) (38,013 ) Owners' equity, excluding CFCT 4,665,687 4,265,823 Total liabilities and owners' equity $ 15,737,061 $ 15,848,158 Investment in Unconsolidated Real Estate Affiliates, Net: Owners' equity $ 4,654,637 $ 4,227,810 Less: joint venture partners' equity (2,673,179 ) (2,413,822 ) Plus: excess investment/basis differences 1,416,796 1,547,462 Investment in Unconsolidated Real Estate Affiliates, net (equity method) 3,398,254 3,361,450 Investment in Unconsolidated Real Estate Affiliates, net (cost method) 30,483 30,483 Elimination of consolidated real estate investment interest through joint venture (50,414 ) (52,305 ) Retail investment, net 1,722 16,091 Investment in Unconsolidated Real Estate Affiliates, net $ 3,380,045 $ 3,355,719 Reconciliation - Investment in Unconsolidated Real Estate Affiliates: Asset - Investment in Unconsolidated Real Estate Affiliates $ 3,402,096 $ 3,377,112 Liability - Investment in Unconsolidated Real Estate Affiliates (22,051 ) (21,393 ) Investment in Unconsolidated Real Estate Affiliates, net $ 3,380,045 $ 3,355,719 Three Months Ended March 31, 2018 2017 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 291,472 $ 295,867 Tenant recoveries 122,642 122,019 Overage rents 6,305 6,106 Condominium sales 36,889 96,987 Other 18,269 13,078 Total revenues 475,577 534,057 Expenses: Real estate taxes 36,136 35,057 Property maintenance costs 11,664 11,489 Marketing 5,591 4,562 Other property operating costs 56,305 53,630 Condominium cost of sales 26,895 70,714 Provision for doubtful accounts 2,559 1,964 Property management and other costs (2) 23,413 18,460 General and administrative 558 573 Depreciation and amortization 125,080 122,491 Total expenses 288,201 318,940 Operating income 187,376 215,117 Interest income 1,841 2,729 Interest expense (104,564 ) (110,988 ) Provision for income taxes (205 ) (278 ) Equity in loss of unconsolidated joint ventures (7,563 ) (4,354 ) Income from continuing operations 76,885 102,226 Allocation to noncontrolling interests (18 ) (24 ) Net income attributable to the ventures $ 76,867 $ 102,202 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 76,867 $ 102,202 Joint venture partners' share of income (35,601 ) (52,236 ) Elimination of (gain) loss from consolidated real estate investment with interest owned through joint venture (89 ) 1,052 Loss on retail investment (5,856 ) (10,212 ) Amortization of capital or basis differences (11,482 ) (7,592 ) Equity in income of Unconsolidated Real Estate Affiliates $ 23,839 $ 33,214 (1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Miami Design District subsequent to June 1, 2017. (2) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI.

MORTGAGES, NOTES AND LOANS PA28

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 (1) Weighted-Average Interest Rate (2) December 31, 2017 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 10,381,543 4.41 % $ 10,420,252 4.41 % Total fixed-rate debt 10,381,543 4.41 % 10,420,252 4.41 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 2,417,785 3.69 % 2,418,628 3.39 % Revolving credit facility (5) 129,155 2.99 % (6,421 ) — Total variable-rate debt 2,546,940 3.65 % 2,412,207 3.39 % Total Mortgages, notes and loans payable $ 12,928,483 4.26 % $ 12,832,459 4.22 % Junior subordinated notes $ 206,200 3.22 % $ 206,200 2.83 % (1) Includes $22.4 million of market rate adjustments and $27.5 million of deferred financing costs, net. (2) Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financing costs. (3) Includes $23.5 million of market rate adjustments and $30.3 million of deferred financing costs, net. (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, 2018 (1) Weighted-Average Interest Rate December 31, 2017 (2) Weighted-Average Interest Rate Unsecured debt: Revolving credit facility $ 135,000 2.99 % $ — — Total unsecured debt $ 135,000 2.99 % $ — — (1) Excludes deferred financing costs of $5.8 million in 2018 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $6.4 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

EQUITY AND REDEEMABLE NONCONT29

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 2017 Distributions to preferred GGPOP units $ (633 ) $ (2,130 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (Common units) (560 ) (575 ) Net income allocation to noncontrolling interests in GGPOP from continuing operations (LTIP units) (134 ) (255 ) Net income allocated to noncontrolling interest in consolidated real estate affiliates (533 ) (249 ) Allocation to noncontrolling interests (1,860 ) (3,209 ) Other comprehensive (income) loss allocated to noncontrolling interests 2 (5 ) Comprehensive income allocated to noncontrolling interests $ (1,858 ) $ (3,214 )
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, 2018 (in thousands) Converted Basis to Common Units Outstanding as of March 31, 2018 (in thousands) Conversion Price Redemption Value (1) Series B 3.00000 10 — $ 16.66670 $ 486 Series D 1.50821 533 835 33.15188 26,637 Series E 1.29836 503 679 38.51000 25,133 $ 52,256 (1) As of July 10, 2017, the Series B preferred unit conversion option expired and now has a fixed cash redemption value of $50 per unit.
Schedule of activity of redeemable noncontrolling interests	The following table reflects the activity of the common redeemable noncontrolling interests for the three months ended March 31, 2018 , and 2017 . Balance at January 1, 2017 $ 262,727 Net income 575 Distributions (1,045 ) Other comprehensive loss 5 Fair value adjustment for noncontrolling interests in Operating Partnership (14,736 ) Balance at March 31, 2017 $ 247,526 Balance at January 1, 2018 $ 248,126 Net income 560 Distributions (1,842 ) Other comprehensive loss (2 ) Fair value adjustment for noncontrolling interests in Operating Partnership (23,252 ) Balance at March 31, 2018 $ 223,590
Summary of dividends declared	Our Board of Directors declared common stock dividends during 2018 and 2017 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2018 May 3 July 13, 2018 July 31, 2018 $ 0.22 February 7 April 13, 2018 April 30, 2018 0.22 2017 October 31 December 15, 2017 January 5, 2018 $ 0.22 August 2 October 13, 2017 October 31, 2017 0.22 May 1 July 13, 2017 July 28, 2017 0.22 January 30 April 13, 2017 April 28, 2017 0.22
Schedule of Preferred Dividends Payable	Our Board of Directors declared preferred stock dividends during 2018 and 2017 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2018 May 3 June 15, 2018 July 2, 2018 $ 0.3984 February 7 March 15, 2018 April 2, 2018 0.3984 2017 October 31 December 15, 2017 January 2, 2018 $ 0.3984 August 2 September 15, 2017 October 2, 2017 0.3984 May 1 June 15, 2017 July 3, 2017 0.3984 January 30 March 15, 2017 April 3, 2017 0.3984
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, 2018 , and 2017 : Foreign currency translation Net unrealized gains (losses) on other financial instruments Total 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 ) Balance at January 1, 2018 $ (72,022 ) $ 116 $ (71,906 ) Other comprehensive income (loss) (376 ) 51 (325 ) Balance at March 31, 2018 $ (72,398 ) $ 167 $ (72,231 )

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 2017 Numerators - Basic and Diluted: Net income 65,896 110,369 Preferred Stock dividends (3,984 ) (3,984 ) Allocation to noncontrolling interests (1,860 ) (3,209 ) Net income attributable to common stockholders $ 60,052 $ 103,176 Denominators: Weighted-average number of common shares outstanding - basic 957,450 884,505 Effect of dilutive securities 2,843 65,011 Weighted-average number of common shares outstanding - diluted 960,293 949,516 Anti-dilutive Securities: Effect of Preferred Units 1,514 5,209 Effect of Common Units 8,374 4,751 Effect of LTIP Units 1,788 1,891 Weighted-average number of anti-dilutive securities 11,676 11,851

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 , and 2017 is summarized in the following table in thousands: Three Months Ended March 31, 2018 2017 Stock options - Property management and other costs $ 89 $ 973 Stock options - General and administrative 64 2,186 Restricted stock - Property management and other costs 1,103 1,512 Restricted stock - General and administrative 610 519 LTIP Units - Property management and other costs 363 400 LTIP Units - General and administrative 4,169 4,608 Total $ 6,398 $ 10,198
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, 2018 and 2017 : 2018 2017 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 14,427,103 $ 17.84 15,277,189 $ 17.90 Granted — — — — Exercised (246,202 ) 15.61 (231,799 ) 19.64 Forfeited — — (99,531 ) 22.35 Expired (42,217 ) 22.19 (1,081 ) 28.86 Stock options Outstanding at March 31, 14,138,684 $ 17.87 14,944,778 $ 17.84
Summary of LTIP Unit and Restricted stock activity	2018 2017 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value LTIP Units Outstanding at January 1, 4,747,664 $ 26.98 4,345,912 $ 27.27 Granted — — 553,526 25.38 Exercised — — (15,480 ) 29.15 Forfeited (179,824 ) 25.82 (25,565 ) 27.69 Expired — — — — LTIP Units Outstanding at March 31, 4,567,840 $ 27.02 4,858,393 $ 27.05 2018 2017 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Restricted stock Outstanding at January 1, 1,089,364 $ 25.29 476,686 $ 27.11 Granted 1,074,137 21.52 782,869 25.36 Vested (224,532 ) 26.25 (128,266 ) 27.25 Canceled (68,076 ) 25.90 (40,596 ) 26.28 Restricted stock Outstanding at March 31, 1,870,893 22.99 1,090,693 25.87

ACCOUNTS RECEIVABLE, NET (Table

ACCOUNTS RECEIVABLE, NET (Tables)	3 Months Ended
	Mar. 31, 2018
Receivables [Abstract]
Summary of significant components of accounts receivable, net	The following table summarizes the significant components of accounts receivable, net. March 31, 2018 December 31, 2017 Trade receivables $ 88,892 $ 109,968 Short-term tenant receivables 3,843 4,776 Straight-line rent receivable 234,177 233,630 Other accounts receivable 3,555 5,165 Total accounts receivable 330,467 353,539 Provision for doubtful accounts (21,677 ) (19,458 ) Total accounts receivable, net $ 308,790 $ 334,081 The following table summarizes the significant components of notes receivable. March 31, 2018 December 31, 2017 Notes receivable $ 418,997 $ 404,129 Accrued interest 4,620 13,429 Total notes receivable 423,617 417,558

NOTES RECEIVABLE (Tables)

NOTES RECEIVABLE (Tables)	3 Months Ended
	Mar. 31, 2018
Receivables [Abstract]
Summary of significant components of notes receivable	The following table summarizes the significant components of accounts receivable, net. March 31, 2018 December 31, 2017 Trade receivables $ 88,892 $ 109,968 Short-term tenant receivables 3,843 4,776 Straight-line rent receivable 234,177 233,630 Other accounts receivable 3,555 5,165 Total accounts receivable 330,467 353,539 Provision for doubtful accounts (21,677 ) (19,458 ) Total accounts receivable, net $ 308,790 $ 334,081 The following table summarizes the significant components of notes receivable. March 31, 2018 December 31, 2017 Notes receivable $ 418,997 $ 404,129 Accrued interest 4,620 13,429 Total notes receivable 423,617 417,558

PREPAID EXPENSES AND OTHER AS34

PREPAID EXPENSES AND OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 337,629 $ (250,408 ) $ 87,221 $ 411,789 $ (313,228 ) $ 98,561 Below-market ground leases, net 118,994 (15,390 ) 103,604 118,994 (14,870 ) 104,124 Real estate tax stabilization agreement, net 111,506 (46,659 ) 64,847 111,506 (45,081 ) 66,425 Total intangible assets $ 568,129 $ (312,457 ) $ 255,672 $ 642,289 $ (373,179 ) $ 269,110 Remaining prepaid expenses and other assets: Restricted cash 67,221 67,335 Security and escrow deposits 2,311 2,308 Prepaid expenses 57,090 54,987 Other non-tenant receivables 25,922 31,265 Deferred tax, net of valuation allowances 21,954 21,061 Other 41,916 69,790 Total remaining prepaid expenses and other assets 216,414 246,746 Total prepaid expenses and other assets $ 472,086 $ 515,856

ACCOUNTS PAYABLE AND ACCRUED 35

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 310,861 (141,452 ) $ 169,409 348,984 (162,228 ) $ 186,756 Above-market headquarters office leases, net — — — 4,342 (3,860 ) 482 Above-market ground leases, net 9,880 (2,753 ) 7,127 9,880 (2,648 ) 7,232 Total intangible liabilities $ 320,741 $ (144,205 ) $ 176,536 $ 363,206 $ (168,736 ) $ 194,470 Remaining accounts payable and accrued expenses: Accrued interest 45,740 43,874 Accounts payable and accrued expenses 50,850 77,405 Accrued real estate taxes 73,940 78,213 Deferred gains/income 99,653 90,379 Accrued payroll and other employee liabilities 20,126 54,520 Construction payable 262,074 221,172 Tenant and other deposits 28,542 32,106 Insurance reserve liability 12,376 12,035 Capital lease obligations 5,385 5,385 Conditional asset retirement obligation liability 6,004 6,149 Other 113,503 103,724 Total remaining Accounts payable and accrued expenses 718,193 724,962 Total Accounts payable and accrued expenses $ 894,729 $ 919,432

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 2017 (Dollars in thousands) Contractual rent expense, including participation rent $ 2,150 $ 2,197 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,598 1,625

ORGANIZATION (Details)

ORGANIZATION (Details) $ / shares in Units, $ in Millions	Mar. 26, 2018USD ($)$ / shares	Mar. 31, 2018property
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)		99.00%
Ownership in GGP Limited held by limited partners (as a percent)		1.00%
Consideration paid to acquire remaining GGP outstanding shares (in usd per share) | $ / shares	$ 23.50
Business Acquisitions Total Valuation Of Business Acquired | $	$ 9,250
United States | Regional Malls
Real estate properties
Number of real estate properties in portfolio | property		125
GGPLP
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)		1.50%

SUMMARY OF SIGNIFICANT ACCOUN38

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications and Properties (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 178,210,000	$ 252,718,000	$ 164,604,000
Restricted cash	67,221,000	46,760,000	67,335,000
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	245,431,000	299,478,000	$ 231,939,000	$ 531,705,000
Change in restricted cash related to operating activities	265,465,000	232,132,000
Change in restricted cash related to investing activities	(132,734,000)	(103,047,000)
Change in restricted cash related to financing activities	(119,239,000)	(364,495,000)
Provision for impairment	$ 38,379,000	0
Minimum
Cash and Cash Equivalents [Abstract]
Difference between carrying amount and underlying equity of Unconsolidated Real Estate Affiliates, amortization period	5 years
Minimum | Properties
Cash and Cash Equivalents [Abstract]
Estimated useful lives	10 years
Minimum | Buildings and improvements
Cash and Cash Equivalents [Abstract]
Estimated useful lives	10 years
Minimum | Equipment and fixtures
Cash and Cash Equivalents [Abstract]
Estimated useful lives	3 years
Maximum
Cash and Cash Equivalents [Abstract]
Difference between carrying amount and underlying equity of Unconsolidated Real Estate Affiliates, amortization period	45 years
Maximum | Properties
Cash and Cash Equivalents [Abstract]
Estimated useful lives	45 years
Maximum | Buildings and improvements
Cash and Cash Equivalents [Abstract]
Estimated useful lives	45 years
Maximum | Equipment and fixtures
Cash and Cash Equivalents [Abstract]
Estimated useful lives	20 years
Revolving credit facility
Cash and Cash Equivalents [Abstract]
Debt Instrument, Convertible, Beneficial Conversion Feature	$ 1,500,000,000
ASU 2016-18
Cash and Cash Equivalents [Abstract]
Change in restricted cash related to operating activities		(6,800,000)
Change in restricted cash related to investing activities		(700,000)
Change in restricted cash related to financing activities		$ (2,700,000)

SUMMARY OF SIGNIFICANT ACCOUN39

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Acquisitions of Operating Properties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Acquisitions of operating properties
Gross Asset	$ 568,129		$ 642,289
Accumulated Amortization	(312,457)		(373,179)
Balance	255,672		269,110
Amortization/accretion effect on continuing operations	(16,039)	$ (24,919)
Future amortization/accretion of intangibles
2018 Remaining	32,756
2,019	29,897
2,020	20,247
2,021	14,391
2,022	13,043
Tenant leases, In-place value
Acquisitions of operating properties
Gross Asset	298,307		347,232
Accumulated Amortization	(148,443)		(181,088)
Balance	$ 149,864		$ 166,144

SUMMARY OF SIGNIFICANT ACCOUN40

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Management Fees and Other Corporate Revenues, and Impairment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Summary of significant accounting policies
Property Management Fee Revenue	$ 25,100,000
Provision for impairment	38,379,000	$ 0
Variable-rate debt	$ 2,546,940,000		$ 2,412,207,000
Management Fees and Other Corporate Revenues
Percentage of revenue earned from joint venture reported as management fees	100.00%
Management fees from affiliates	$ 25,766,000	28,143,000
Management fee expense	(10,491,000)	(8,803,000)
Net management fees from affiliates	15,275,000	$ 19,340,000
Impairment of investments in Unconsolidated Real Estate Affiliates	0
Management Fees Revenue	21,900,000
Fees and Commissions, Other	3,200,000
Revolving credit facility
Summary of significant accounting policies
Variable-rate debt	$ 135,000,000		$ 0

SUMMARY OF SIGNIFICANT ACCOUN41

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jan. 01, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Provision for impairment	$ 38,379,000	$ 0
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Financing Receivable, Individually Evaluated for Impairment	0
Retained earnings (accumulated deficit)	$ (2,275,096,000)			$ (2,107,498,000)
ASU 2016-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings (accumulated deficit)			$ (18,800,000)
ASC 606 Adjustments | ASU 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings (accumulated deficit)			$ 1,900,000

ACQUISITIONS, SALES AND JOINT V

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY - Narrative (Details) $ in Thousands	Mar. 30, 2018USD ($)	Jan. 29, 2018	Dec. 29, 2017USD ($)	Sep. 15, 2016USD ($)joint_venture	Jun. 30, 2016USD ($)	Mar. 31, 2018USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2017USD ($)
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage						22.30%
Sales price	$ 13,900		$ 16,600
Gain from changes in control of investment properties and other, net						$ 12,664	$ 0
Unconsolidated Real Estate Affiliates - gain on investment, net	$ 10,400					10,361	$ 0	$ 12,000
Sears Box
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage		49.49%
Sales price					$ 44,700
Gain from changes in control of investment properties and other, net						$ 12,700
Aeropostale
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage	46.00%		54.00%	26.00%
Cash payments to acquire business				$ 80,000
Payments to acquire interest in joint venture				$ 20,400
Number of joint ventures | joint_venture				2
Authentic Brands Group, LLC
Business Acquisition [Line Items]
Investment in Unconsolidated Real Estate Affiliates, net (cost method)								$ 30,500

FAIR VALUE (Details)

FAIR VALUE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in real estate (1)	$ 71,181,000
Provision for impairment	38,379,000	$ 0
Carrying Amount
Fixed-rate debt	10,381,543,000		$ 10,420,252,000
Variable-rate debt	2,546,940,000		2,412,207,000
Total Mortgages, notes and loans payable	12,928,483,000		12,832,459,000
Estimated Fair Value
Fixed-rate debt	10,232,158,000		10,467,262,000
Variable-rate debt	2,555,154,000		2,415,457,000
Total long-term debt, fair value	12,787,312,000		12,882,719,000
Market rate adjustments	22,400,000		23,500,000
Deferred Finance Costs, Net	$ 27,500,000		$ 30,300,000
Variable rate basis	LIBOR
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in real estate (1)	$ 0
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in real estate (1)	0
Total Fair Value Measurement | Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in real estate (1)	$ 71,181,000

FAIR VALUE - Schedule of Unobse

FAIR VALUE - Schedule of Unobservable Quantitative Inputs (Details)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Discount rates	9.75%
Terminal capitalization rates	10.25%

UNCONSOLIDATED REAL ESTATE AF45

UNCONSOLIDATED REAL ESTATE AFFILIATES - Summarized Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2017
Assets:
Land	$ 3,985,844			$ 4,013,874
Buildings and equipment	16,996,164			16,957,720
Less accumulated depreciation	(3,256,530)			(3,188,481)
Construction in progress	466,885			473,118
Net property and equipment	18,192,363			18,256,231
Net investment in real estate	21,594,459			21,633,343
Cash and cash equivalents	178,210	$ 252,718		164,604
Accounts receivable, net	309,128			334,081
Notes receivable	423,617			417,558
Deferred expenses, net	280,697			284,512
Prepaid expenses and other assets	472,086			515,856
Total assets	23,258,197			23,349,954
Liabilities and Owners' Equity:
Total liabilities, redeemable noncontrolling interests and equity	23,258,197			23,349,954
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	(8,757,527)	(8,583,491)	$ (8,700,729)	(8,900,408)
Elimination of consolidated real estate investment interest through joint venture	(50,414)			(52,305)
Retail investment, net	1,722			16,091
Investment in Unconsolidated Real Estate Affiliates	3,402,096			3,377,112
Liability - Investment in Unconsolidated Real Estate Affiliates	(22,051)			(21,393)
Revenues:
Minimum rents	368,523	349,013
Tenant recoveries	157,002	163,055
Overage rents	6,244	5,937
Other	16,631	20,184
Total revenues	574,166	566,332
Expenses:
Real estate taxes	59,733	57,494
Property maintenance costs	14,713	14,975
Marketing	1,417	2,145
Other property operating costs	71,752	69,303
Provision for doubtful accounts	3,429	3,451
Property management and other costs	39,574	41,114
General and administrative	12,247	14,683
Depreciation and amortization	185,393	170,298
Total expenses	426,637	373,463
Operating income	147,529	192,869
Interest and dividend income	9,148	17,936
Interest expense	(137,925)	(132,323)
Provision for income taxes	280	(4,510)
Allocation to noncontrolling interests	(1,860)	(3,209)
Net income attributable to common stockholders	60,052	103,176
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	60,052	103,176
Equity in income of Unconsolidated Real Estate Affiliates	23,839	33,214
Unconsolidated Properties
Assets:
Land	2,952,169			2,908,181
Buildings and equipment	14,248,992			14,014,665
Less accumulated depreciation	(3,885,562)			(3,794,792)
Construction in progress	482,784			545,305
Net property and equipment	13,798,383			13,673,359
Net investment in real estate	14,411,688			14,286,495
Cash and cash equivalents	388,946			438,664
Accounts receivable, net	343,125			386,634
Notes receivable	16,251			15,058
Deferred expenses, net	357,204			339,327
Prepaid expenses and other assets	219,847			381,980
Total assets	15,737,061			15,848,158
Liabilities and Owners' Equity:
Mortgages, notes and loans payable	10,508,599			10,504,799
Accounts payable, accrued expenses and other liabilities	573,825			1,115,549
Cumulative effect of foreign currency translation (CFCT)	(11,050)			(38,013)
Owners' equity, excluding CFCT	4,665,687			4,265,823
Total liabilities, redeemable noncontrolling interests and equity	15,737,061			15,848,158
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	4,654,637			4,227,810
Less: joint venture partners' equity	(2,673,179)			(2,413,822)
Plus: excess investment/basis differences	1,416,796			1,547,462
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	3,398,254			3,361,450
Investment in Unconsolidated Real Estate Affiliates	613,305			613,136
Cost-method Investments
Investment in Unconsolidated Real Estate Affiliates, Net:
Investment in Unconsolidated Real Estate Affiliates, net (cost method)	30,483			30,483
Joint Venture Partner
Investment in Unconsolidated Real Estate Affiliates, Net:
Investment in Unconsolidated Real Estate Affiliates	3,380,045			$ 3,355,719
Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	291,472	295,867
Tenant recoveries	122,642	122,019
Overage rents	6,305	6,106
Condominium sales	36,889	96,987
Other	18,269	13,078
Total revenues	475,577	534,057
Expenses:
Real estate taxes	36,136	35,057
Property maintenance costs	11,664	11,489
Marketing	5,591	4,562
Other property operating costs	56,305	53,630
Condominium cost of sales	26,895	70,714
Provision for doubtful accounts	2,559	1,964
Property management and other costs	23,413	18,460
General and administrative	558	573
Depreciation and amortization	125,080	122,491
Total expenses	288,201	318,940
Operating income	187,376	215,117
Interest and dividend income	1,841	2,729
Interest expense	(104,564)	(110,988)
Provision for income taxes	(205)	(278)
Equity in loss of unconsolidated joint ventures	(7,563)	(4,354)
Income from continuing operations	76,885	102,226
Allocation to noncontrolling interests	(18)	(24)
Net income attributable to common stockholders	76,867	102,202
Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	76,867	102,202
Joint venture partners' share of income	(35,601)	(52,236)
Elimination of (gain) loss from consolidated real estate investment with interest owned through joint venture	(89)		1,052
Loss on retail investment	(5,856)		$ (10,212)
Amortization of capital or basis differences	(11,482)	(7,592)
Equity in income of Unconsolidated Real Estate Affiliates	$ 23,839	$ 33,214

UNCONSOLIDATED REAL ESTATE AF46

UNCONSOLIDATED REAL ESTATE AFFILIATES - Additional Information (Details) $ in Millions	Jul. 12, 2017USD ($)	Mar. 31, 2018USD ($)joint_ventureproperty	Dec. 31, 2017USD ($)	Nov. 11, 2015USD ($)	Sep. 17, 2015USD ($)
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Noncash or Part Noncash Acquisition, Interest Acquired		7.30%
Notes, Loans and Financing Receivable, Gross, Noncurrent			$ 80
Ownership in Investment Properties by Joint Venture Percentage		22.30%
Unconsolidated Properties
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt		$ 5,100
Number of unconsolidated properties with retained debt | joint_venture		1
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates		$ 84.5	$ 85.2
United States | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | property		125
United States | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | property		22
United States | Unconsolidated Real Estate Affiliates | Regional Malls
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of real estate properties in portfolio | property		38
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
GS Portfolio Holdings II
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Ownership Interest Acquired, Number of Properties	4
GS Portfolio Holdings
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Notes, Loans and Financing Receivable, Gross, Noncurrent	$ 127.4
GS Portfolio Holdings | GS Portfolio Holdings
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Ownership Interest Acquired, Number of Properties	5
AHC September 2015 Note | Ashkenazy
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Notes, Loans and Financing Receivable, Gross, Noncurrent					$ 40.4
AHC November 2015 Note | Ashkenazy
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Notes, Loans and Financing Receivable, Gross, Noncurrent				$ 57.6
Seritage Growth Properties | Seritage Growth Properties
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Ownership in Investment Properties by Joint Venture Percentage	50.00%
Business Acquisition, Percentage of Voting Interests Acquired	50.00%
Ownership Interest Acquired, Number of Properties	8

MORTGAGES, NOTES AND LOANS PA47

MORTGAGES, NOTES AND LOANS PAYABLE (Details)	Apr. 25, 2016USD ($)Assetextension_option	Mar. 31, 2018USD ($)propertyAsset	Dec. 31, 2017USD ($)transaction	Dec. 31, 2006USD ($)
Mortgages, notes and loans payable
Deferred Finance Costs, Net		$ 27,500,000	$ 30,300,000
Percent Recourse Subsequent to Refinancing	50.00%
Extension Period	1 year
Fixed-rate debt		10,381,543,000	10,420,252,000
Variable-rate debt		2,546,940,000	2,412,207,000
Total Mortgages, notes and loans payable		$ 12,928,483,000	$ 12,832,459,000
Weighted-average fixed interest rate (as a percent)		4.41%	4.41%
Weighted-average variable interest rate (as a percent)		3.65%	3.39%
Long-term Debt, Weighted Average Interest Rate, at Point in Time		4.26%	4.22%
Debt Instrument Maturity Number of Extensions | extension_option	2
Market rate adjustments		$ 22,400,000	$ 23,500,000
Secured Debt Cross Collateralized with Other Properties	$ 1,400,000,000	$ 1,400,000,000
Number of Properties Subject to Collateralized Debt Obligations | Asset	14	14
Mortgage loan balance		$ 325,000,000
Mortgage Loans on Real Estate, Interest Rate		3.984%
Debt, Weighted Average Interest Rate		2.99%	0.00%
Debt Instrument, Basis Spread on Variable Rate	1.75%
Variable rate basis		LIBOR
Outstanding letter of credit and surety bonds		$ 42,500,000	$ 51,300,000
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		$ 135,000,000	$ 0
Weighted-average variable interest rate (as a percent)		2.99%	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
Mortgages, notes and loans payable
Variable-rate debt		$ 129,155,000	$ (6,421,000)
Secured Debt
Mortgages, notes and loans payable
Fixed-rate debt		10,381,543,000	10,420,252,000
Variable-rate debt		2,417,785,000	$ 2,418,628,000
Total Mortgages, notes and loans payable		$ 12,800,000,000
Weighted-average fixed interest rate (as a percent)		4.41%	4.41%
Weighted-average variable interest rate (as a percent)		3.69%	3.39%
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral		$ 18,100,000,000
Secured Debt Cross Collateralized with Other Properties		1,400,000,000
Amount of recourse fixed and variable rate debt		810,600,000
Revolving credit facility
Mortgages, notes and loans payable
Deferred Finance Costs, Net		$ 5,800,000	$ 6,400,000
Junior subordinated notes
Mortgages, notes and loans payable
Weighted-average variable interest rate (as a percent)		3.22%	2.83%
Mortgages, notes and loans payable		$ 206,200,000	$ 206,200,000
Loans Payable
Mortgages, notes and loans payable
Number of Properties Mortgage Notes Paid | property		1
Number of Properties Mortgage Notes Refinanced | property		1
Repayments of Debt		$ 73,400,000
Debt, Weighted Average Interest Rate		5.60%
Collateralized Mortgage Note One
Mortgages, notes and loans payable
Mortgage loan balance		$ 190,000,000
Collateralized Mortgage Note One | Thor Equities
Mortgages, notes and loans payable
Mortgage loan balance		450,000,000
Cross-collateralized | Secured Debt
Mortgages, notes and loans payable
Variable-rate debt		$ 1,400,000,000
Loans Payable before Refinancing
Mortgages, notes and loans payable
Mortgage loan, term to maturity		2 months 12 days
Collateralized Mortgage Note Four
Mortgages, notes and loans payable
Mortgage loan balance		$ 110,000,000
LIBOR | Collateralized Mortgage Note One | Thor Equities
Mortgages, notes and loans payable
Interest rate		0.0275
LIBOR | Collateralized Mortgage Note Two | Thor Equities
Mortgages, notes and loans payable
Interest rate		0.0325
LIBOR | Collateralized Mortgage Note Four
Mortgages, notes and loans payable
Interest rate		0.0325
Affiliated Entity | Thor Equities
Mortgages, notes and loans payable
Number of transactions with affiliates | transaction			3

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2018USD ($)
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
Unrecognized tax benefits	$ 0

EQUITY AND REDEEMABLE NONCONT49

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) $ / shares in Units, $ in Thousands	May 03, 2018$ / shares	Feb. 07, 2018$ / shares	Oct. 31, 2017$ / shares	Aug. 02, 2017$ / shares	May 01, 2017$ / shares	Jan. 30, 2017$ / shares	Feb. 13, 2013USD ($)$ / sharesshares	Mar. 31, 2018USD ($)Tranche$ / sharesshares	Mar. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2017USD ($)	Jul. 10, 2017$ / shares
Equity and redeemable noncontrolling interest
Number of Tranches of Preferred Redeemable Noncontrolling Interests Recorded Fair Value | Tranche								1
Common redeemable noncontrolling interests								$ 171,334		$ 195,870
Preferred redeemable noncontrolling interests								$ 52,256		$ 52,256
Conversion ratio for convertible common units to common stock								1
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance								$ 8,900,408	$ 8,700,729
Other comprehensive income (loss)								(325)	2,575
Ending balance								8,757,527	8,583,491
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units								(633)	(2,130)
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)								(560)	(575)
Net Income (Loss) Distributed to General Operating Partnership LTIP Units								(134)	(255)
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates								(533)	(249)
Allocation to noncontrolling interests								(1,860)	(3,209)
Other comprehensive loss allocation to noncontrolling interests								2	(5)
Comprehensive (income) loss allocated to noncontrolling interests								(1,858)	(3,214)
Unit Conversions Disclosures
Redemption Value								52,256
Activity of redeemable noncontrolling interests
Balance at the beginning of the period								248,126	262,727
Net income (loss)								560	575
Distributions								(1,842)	(1,045)
Other comprehensive income (loss)								(2)	5
Fair value adjustment for noncontrolling interests in Operating Partnership								(23,252)	(14,736)
Balance at the end of the period								$ 223,590	$ 247,526
Common Stock Dividend
Dividends declared per share | $ / shares		$ 0.22	$ 0.22	$ 0.22	$ 0.22	$ 0.22		$ 0.22	$ 0.22
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								5,906	21,837
Redemption price per share (in dollars per share) | $ / shares											$ 50
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								10,000
Converted Basis to Common Units Outstanding | shares								0
Conversion Price (in dollars per share) | $ / shares								$ 16.66670
Redemption Value								$ 486
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
Shares Issued, Price 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)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance								$ (71,906)	$ (70,456)
Ending balance								(72,231)	(67,881)
Foreign currency translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance								(72,022)	(70,560)
Other comprehensive income (loss)								(376)	2,563
Ending balance								(72,398)	(67,997)
Net unrealized gains (losses) on other financial instruments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance								116	104
Other comprehensive income (loss)								51	12
Ending balance								$ 167	$ 116
Subsequent Event
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		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Sep. 30, 2016
Numerators - Basic and Diluted:
Net income	$ 65,896	$ 110,369
Preferred Stock dividends	(3,984)	(3,984)
Allocation to noncontrolling interests	(1,860)	(3,209)
Net income attributable to common stockholders	$ 60,052	$ 103,176
Denominators:
Weighted-average number of common shares outstanding - basic	957,450,000	884,505,000
Effect of dilutive securities	2,843,000	65,011,000
Weighted-average number of common shares outstanding - diluted	960,293,000	949,516,000
Anti-dilutive Securities	11,676,000	11,851,000
Common stock in treasury, shares	55,969,390		55,969,390	58,538,995
Common Stock, Shares Owned	27,459,195
Preferred Units
Denominators:
Anti-dilutive Securities	1,514,000	5,209,000
Common Units
Denominators:
Anti-dilutive Securities	8,374,000	4,751,000
LTIP Common Units
Denominators:
Anti-dilutive Securities	1,788,000	1,891,000
Abu Dhabi Investment Authority [Member]
Basic and diluted
Number of warrants exercised			83,866,187

STOCK-BASED COMPENSATION PLAN51

STOCK-BASED COMPENSATION PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Jan. 01, 2017	Dec. 31, 2016	Mar. 31, 2016
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			$ 16,864
Restricted Stock
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	1,870,893		1,089,364		476,686	1,090,693
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 22.99		$ 25.29		$ 27.11	$ 25.87
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	1,074,137	782,869
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 21.52	$ 25.36
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	(224,532)	(128,266)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 26.25	$ 27.25
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	(68,076)	(40,596)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 25.90	$ 26.28
Stock options | Maximum | Certain employees
Stock-Based Compensation Plans
Term of awards	10 years
Retained Earnings
Stock-Based Compensation Plans
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets			$ 16,864
Accounting Standards Update 2016-09 | Additional Paid-in Capital
Stock-Based Compensation Plans
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets				$ (3,000)
Accounting Standards Update 2016-09 | Retained Earnings
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 PLAN52

STOCK-BASED COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Sep. 30, 2015	Dec. 31, 2014
Stock-Based Compensation Plans
Compensation expense	$ 6,398	$ 10,198
Exercised (in shares)	(246,202)	(231,799)
Stock options
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	14,138,684		14,427,103	14,944,778	15,277,189
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 17.87		$ 17.84	$ 17.84	$ 17.90
Granted (in shares)	0	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0	$ 0
Exercised (in shares)	(246,202)	(231,799)
Exercised (in dollars per share)	$ 15.61	$ 19.64
Forfeited (in shares)	0	(99,531)
Forfeited (in dollars per share)	$ 0	$ 22.35
Expired (in shares)	(42,217)	(1,081)
Expired (in dollars per share)	$ 22.19	$ 28.86
Stock options | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 89	$ 973
Stock options | General and administrative
Stock-Based Compensation Plans
Compensation expense	64	2,186
Restricted Stock | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	1,103	1,512
Restricted Stock | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 610	$ 519
LTIP Common Units
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,567,840		4,747,664	4,858,393	4,345,912
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 27.02		$ 26.98	$ 27.05	$ 27.27
Granted (in shares)	0	553,526
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0	$ 25.38
Exercised (in shares)	0	(15,480)
Exercised (in dollars per share)	$ 0	$ 29.15
Forfeited (in shares)	(179,824)	(25,565)
Forfeited (in dollars per share)	$ 25.82	$ 27.69
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	$ 363	$ 400
LTIP Common Units | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 4,169	$ 4,608

STOCK-BASED COMPENSATION PLAN53

STOCK-BASED COMPENSATION PLANS (Details 3) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Shares
Exercised (in shares)	(246,202)	(231,799)
LTIP Common Units
Shares
Stock options Outstanding at the beginning of the period (in shares)	4,747,664
Granted (in shares)	0	553,526
Exercised (in shares)	0	(15,480)
Forfeited (in shares)	(179,824)	(25,565)
Expired (in shares)	0	0
Stock options Outstanding at the end of the period (in shares)	4,567,840
Weighted Average Exercise Price
Stock options Outstanding at the beginning of the period (in dollars per share)	$ 26.98
Granted (in dollars per share)	0	$ 25.38
Exercised (in dollars per share)	0	29.15
Forfeited (in dollars per share)	25.82	27.69
Expired (in dollars per share)	0	$ 0
Stock options Outstanding at the end of the period (in dollars per share)	$ 27.02

ACCOUNTS RECEIVABLE, NET (Detai

ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Receivables [Abstract]
Trade receivables	$ 88,892	$ 109,968
Nontrade Receivables, Current	3,843	4,776
Straight-line rent receivable	234,177	233,630
Other accounts receivable	3,555	5,165
Total accounts receivable	330,467	353,539
Provision for doubtful accounts	(21,677)	(19,458)
Total accounts receivable, net	$ 308,790	$ 334,081

NOTES RECEIVABLE (Details)

NOTES RECEIVABLE (Details) - USD ($) $ in Thousands	Jul. 12, 2017	May 23, 2017	Mar. 31, 2018	Dec. 31, 2016	Dec. 31, 2017	Jul. 07, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable			$ 418,997		$ 404,129
Accrued interest			4,620		13,429
Total notes receivable			$ 423,617		417,558
Notes, Loans and Financing Receivable, Gross, Noncurrent					80,000
Noncash or Part Noncash Acquisition, Interest Acquired			7.30%
GS Portfolio Holdings II
Accounts, Notes, Loans and Financing Receivable [Line Items]
Ownership Interest Acquired, Number of Properties	4
730 5th Avenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent					204,300	$ 100,000
730 5th Avenue Retail
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					$ 172,500
730 5th Avenue Office
Accounts, Notes, Loans and Financing Receivable [Line Items]
Note Receivable Interest Rate Stated				8.00%
GS Portfolio Holdings
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent	$ 127,400
Note Receivable Interest Rate Stated	6.30%
Bayside May 2017 Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes, Loans and Financing Receivable, Gross, Noncurrent		$ 19,100
Note Receivable Interest Rate Stated		12.20%

PREPAID EXPENSES AND OTHER AS56

PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Intangible assets:
Gross Asset	$ 568,129	$ 642,289
Accumulated Amortization	(312,457)	(373,179)
Balance	255,672	269,110
Restricted cash	67,221	67,335	$ 46,760
Remaining prepaid expenses and other assets:
Security and escrow deposits	2,311	2,308
Prepaid expenses	57,090	54,987
Other non-tenant receivables	25,922	31,265
Deferred tax, net of valuation allowances	21,954	21,061
Other	41,916	69,790
Total remaining prepaid expenses and other assets	216,414	246,746
Total prepaid expenses and other assets	472,086	515,856
Above-market tenant leases, net
Intangible assets:
Gross Asset	337,629	411,789
Accumulated Amortization	(250,408)	(313,228)
Balance	87,221	98,561
Below-market ground leases, net
Intangible assets:
Gross Asset	118,994	118,994
Accumulated Amortization	(15,390)	(14,870)
Balance	103,604	104,124
Real estate tax stabilization agreement, net
Intangible assets:
Gross Asset	111,506	111,506
Accumulated Amortization	(46,659)	(45,081)
Balance	$ 64,847	$ 66,425

ACCOUNTS PAYABLE AND ACCRUED 57

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Intangible liabilities:
Gross Liability	$ 320,741	$ 363,206
Accumulated Accretion	(144,205)	(168,736)
Balance	176,536	194,470
Remaining accounts payable and accrued expenses:
Accrued interest	45,740	43,874
Accounts payable and accrued expenses	50,850	77,405
Accrued real estate taxes	73,940	78,213
Deferred gains/income	99,653	90,379
Accrued payroll and other employee liabilities	20,126	54,520
Construction payable	262,074	221,172
Tenant and other deposits	28,542	32,106
Insurance reserve liability	12,376	12,035
Capital lease obligations	5,385	5,385
Conditional asset retirement obligation liability	6,004	6,149
Other	113,503	103,724
Total remaining Accounts payable and accrued expenses	718,193	724,962
Total Accounts payable and accrued expenses	894,729	919,432
Below-market tenant leases, net
Intangible liabilities:
Gross Liability	310,861	348,984
Accumulated Accretion	(141,452)	(162,228)
Balance	169,409	186,756
Above-market headquarters office leases, net
Intangible liabilities:
Gross Liability	0	4,342
Accumulated Accretion	0	(3,860)
Balance	0	482
Above-market ground leases, net
Intangible liabilities:
Gross Liability	9,880	9,880
Accumulated Accretion	(2,753)	(2,648)
Balance	$ 7,127	$ 7,232

COMMITMENTS AND CONTINGENCIES58

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Contractual rent expense, including participation rent	$ 2,150	$ 2,197
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	$ 1,598	$ 1,625

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Apr. 16, 2018	Apr. 25, 2016	Apr. 17, 2018	Mar. 31, 2018	Dec. 31, 2017
Subsequent Event [Line Items]
Variable-rate debt				$ 2,546,940	$ 2,412,207
Debt Instrument, Basis Spread on Variable Rate		1.75%
Long-term Debt | Subsequent Event
Subsequent Event [Line Items]
Variable-rate debt	$ 413,000
Long-term Debt | LIBOR | Subsequent Event
Subsequent Event [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.75%
Long-term Debt | Ala Moana Center | Fixed Rate | Subsequent Event
Subsequent Event [Line Items]
Debt face amount			$ 500,000
Interest rate			3.80%