Readers of this Quarterly Report should refer to the ~~Company’s~~Company's (as defined below) audited consolidated financial statements for the year ended December 31, ~~2015~~2016 which are included in the ~~Company’s~~Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, ~~2015~~2016 (Commission File No. 1-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

~~General Growth Properties,~~GGP Inc. ("GGP" or the "Company"), a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a "REIT". Effective January 27, 2017, the Company changed its name from General Growth Properties, Inc. to GGP Inc. In these notes, the terms "we," "us" and "our" refer to GGP and its subsidiaries.

GGP, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of ~~September 30, 2016,~~March 31, 2017, we are the owner, either entirely or with joint venture partners, of ~~126~~127 retail properties.

Substantially all of our business is conducted through GGP Operating Partnership, LP ("GGPOP"), GGP Nimbus, LP ("GGPN") and GGP Limited Partnership ("GGPLP", and together with GGPN and GGPOP, the "Operating Partnerships"), subsidiaries of GGP. The Operating Partnerships own an interest in the properties that are part of the consolidated financial statements of GGP. As of ~~September 30, 2016,~~March 31, 2017, GGP held ~~an approximate~~approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units and LTIP Units as defined below) of the Operating Partnerships, while the remaining 1% iswas held by limited partners and certain previous contributors of properties to the Operating Partnerships or their predecessors.

GGPOP is the general partner of, and owns a 1.5% equity interest in GGPN and GGPLP. GGPOP has common units of limited partnership ("Common Units"), which are redeemable for cash or, at our option, shares of GGP common stock. It also has preferred units of limited partnership interest ("Preferred Units"), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock (Note 9). GGPOP has full value long term incentive plan units and appreciation only long term incentive plan units (collectively "LTIP Units"), which are redeemable for cash or, at our option, shares of GGP common stock (Note 11).

In addition to holding ownership interests in various joint ventures, the Operating Partnerships generally conduct their operations through General Growth Management, Inc. ("GGMI"), General Growth Services, Inc. ("GGSI"), and ~~GGP~~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."~~Properties".

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~~partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture ~~partner’s~~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. Each of the Operating Partnerships are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnerships, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities.

We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company NOI in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the ~~Company’s~~Company's operating properties are aggregated into a single reportable segment.

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~~10-45 years.

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships.

Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is

measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.

The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets (Note ~~13). The~~14); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses (Note ~~14)~~15) in our Consolidated Balance Sheets.

Marketable securities are comprised of equity securities that are classified as available-for-sale. Available-for-sale securities are presented in prepaid expenses and other assets on our Consolidated Balance Sheets at fair value. Unrealized gains and losses resulting from the mark-to-market of these securities are included in other comprehensive ~~income (loss).~~income. Realized gains and losses are recognized in earnings only upon the sale of the securities and are recorded based on the weighted average cost of such securities. During the ~~nine~~three months ended ~~September 30,~~March 31, 2016, we recognized gains of $13.1 million in management fees and other corporate revenues on the Consolidated Statements of Comprehensive Income from the sale of Seritage Growth Properties stock.

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.

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:

We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, ~~and management’s~~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 ~~occur~~be complete until the sale is finalized. However, GAAP requires us to utilize the ~~Company’s~~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~~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 ~~nine~~three months ended ~~September 30,~~March 31, 2016, we recorded a ~~$73.0~~$40.7 million impairment charge ~~(of which $28.3 million relates to the three months ended September 30, 2016)~~ on our Consolidated Statements of Comprehensive Income related to ~~three~~two operating properties. ~~During the nine months ended September 30, 2016, we~~We received a bona fide purchase ~~offers~~offer during the three months ended March 31, 2016 for ~~two properties~~one property which ~~were~~was less than ~~their respective~~the carrying ~~values.~~value. The other property had non-recourse debt ~~maturing~~that matured during ~~the nine months ended September 30,~~ 2016 ~~that~~and exceeded the fair value of the operating property. This property was transferred to a special servicer during ~~the nine months ended September 30,~~ 2016.

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.

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we ~~perform~~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 ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2017 and ~~2015.~~2016. Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results.

Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note ~~4 also includes a discussion of available-for-sale securities measured at fair value on a recurring basis using Level 1 inputs. Note~~ 9 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs.

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 no outstanding balance and $315.0 million outstanding under our credit facility as of September 30, 2016 and December 31, 2015, respectively.

our credit facility is spread among a diversified group of investment grade financial institutions. We had $240.0 million outstanding and no outstanding balance under our credit facility as of March 31, 2017 and December 31, 2016, respectively.

In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted this pronouncement early in the first fiscal quarter of 2017. The adoption of this standard resulted in less real estate acquisitions qualifying as businesses and, accordingly, acquisition costs for those acquisitions that are not businesses are capitalized rather than expensed.

In February 2017, the FASB issued ASU 2017-05 which clarifies the accounting for the derecognition of nonfinancial assets by eliminating the exception in current GAAP for transfers of investments in real estate entities (including equity method investments). The amendments in this update provide guidance on the accounting of partial sales of nonfinancial assets and contributions of nonfinancial assets to a joint venture or other noncontrolling investee. Once this guidance is adopted, an entity would use the guidance in the new revenue recognition standard (discussed above) to determine whether it is transferring multiple, distinct assets and would recognize a gain or loss for each distinct asset transferred. When an entity transfers nonfinancial assets included in a subsidiary and retains or receives an equity interest, it first determines whether it has retained a controlling financial interest in the subsidiary. If so, the entity does not derecognize the assets and accounts for the sale of noncontrolling interest in the subsidiary under the consolidation guidance covering decreases in ownership which would result in recognizing a gain or loss in equity. If an entity retains or receives a noncontrolling interest in the entity that owns the asset post-sale, that noncontrolling interest is considered noncash consideration and is included in the transaction price at its fair value. The retained noncontrolling interest is included at its fair value and results in an entity recognizing 100% of the gain on sale of the asset which differs from current applicable GAAP. Public entities should apply the amendments in this standard to annual periods beginning after December 15, 2017, including interim periods within those periods. Entities are required to adopt this standard in conjunction with the new revenue recognition standard which we will adopt on January 1, 2018. The adoption of this standard will result in higher gains on the sale of partial real estate interests due to recognizing 100% of the gain on sale of the partial interest and recording the retained noncontrolling interest at fair value.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition

~~On September 15,~~The acquisition of 605 N. Michigan Avenue on December 1, 2016 ~~joint ventures we formed with Simon Property Group and Authentic Brands Group LLC acquired Aeropostale, Inc. ("Aeropostale") for $80.0 million~~was recorded in ~~total cash which included cash for working capital requirements~~2016 using a preliminary estimate of the ~~retail business. In connection with the transaction, our total investment was $20.4 million of cash contributed~~net assets acquired. Certain amounts were reclassified according to the ventures for an effective ownership of approximately 26% in the two joint ventures. Aeropostale is a tenant at certain of our properties for which we receive rental income included in minimum rents on the Consolidated Statements of Comprehensive Income.

On February 2, 2016, we closed on the acquisition of our joint venture partner's 25% interest in Spokane Valley Mall in Spokane, Washington for $37.5 million. This transaction resulted in a reduction of additional paid-in capital of ~~$18.4~~$16.4 million due to the acquisition of our partner's noncontrolling interest.

On January 29, 2016 we closed on the sale of our 75% interest in Provo Towne Center in Provo, Utah to our joint venture partner for $37.5 million. Mortgage debt of $31.1 million was repaid upon closing. This transaction netted proceeds of approximately $2.8 million and resulted in a loss of ~~$6.7~~$4.0 million recognized in gain from changes in control of investment properties and other for the ~~nine~~three months ended ~~September 30,~~March 31, 2016.

On January 29, 2016, we closed on the sale of our 10% interest in 522 Fifth Avenue in New York City to our joint venture partner for $25.0 million, inclusive of the repayment of previously existing notes receivable from our joint venture partner. We received proceeds of $10.0 million upon closing and ~~will receive the remaining $15.0~~proceeds of $5.4 million ~~in proceeds~~ on December 1,15, 2016. The remaining $9.0 million will be collected on May 25, 2017. This transaction resulted in a gain on sale of $11.0 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the ~~nine~~three months ended ~~September 30,~~March 31, 2016.

On January 15, 2016, we closed on the sale of Eastridge Mall in San Jose, California for $225.0 million. This transaction netted proceeds of approximately $216.3 million and resulted in a gain on sale of $71.8 million recognized in gain from changes in control of investment properties and other for the ~~nine~~three months ended ~~September 30,~~March 31, 2016.

On January 8, 2016, we closed on the sale of our 50% interest in Owings Mills Mall in Owings Mills, Maryland to our joint venture partner for $11.6 million. This transaction netted proceeds of approximately $11.6 million and resulted in a gain on sale of $0.6 million recognized in Unconsolidated Real Estate Affiliates - gain on investment for the ~~nine~~three months ended ~~September 30,~~March 31, 2016.

On February 27, 2015, we sold a 25% interest in Ala Moana Center in Honolulu, Hawaii for net proceeds of $907.0 million. We received $670.0 million at closing and ~~will receive~~received the remaining proceeds of $237.0 million upon completion of the redevelopment and ~~expansion.~~expansion in the fourth quarter of 2016. Subsequently on April 10, 2015, we sold an additional 12.5% interest in Ala Moana Center for net proceeds of $453.5 million to another joint venture partner. We received $335.0 million at closing and ~~will receive~~received the remaining proceeds of

Upon sale of the 25% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $584.4 million gain on change in control of investment properties and other as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the three months ended ~~September 30,~~March 31, 2016, we recognized an additional ~~$0.2~~$6.8 million gain on change of control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through ~~September 30,~~March 31, 2016. ~~During~~The construction is complete and the ~~nine months ended September 30, 2016, we~~full gain was recognized ~~an additional $12.7 million gain on change~~as of ~~control of investment properties and other using the percentage of completion method for the construction completed from the closing date on February 27, 2015 through September 30,~~December 31, 2016. ~~We will recognize an additional $13.6 million gain on change of control of investment properties and other through substantial completion of construction.~~

Upon sale of the 12.5% interest in Ala Moana Center and in accordance with applicable accounting standards for real estate sales with future development required, we recognized a $295.9 million gain in Unconsolidated Real Estate Affiliates - gain on investment as of the closing date calculated on the percentage of the basis (real estate asset carrying value of Ala Moana Center and development costs incurred to date) as compared to the total estimated costs expected to be incurred through completion of the development. During the three months ended ~~September 30,~~March 31, 2016, we recognized an additional ~~$0.3~~$3.3 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage of completion method for the construction completed from the closing date on April 10, 2015 through ~~September 30,~~March 31, 2016. ~~During~~The construction is complete and the ~~nine months ended September 30, 2016, we~~full gain was recognized ~~an additional $6.5 million gain in Unconsolidated Real Estate Affiliates - gain on investment using the percentage~~as of ~~completion method for the construction completed from the closing date on April 10, 2015 through September 30,~~December 31, 2016. ~~We will recognize an additional $6.6 million gain in Unconsolidated Real Estate Affiliates - gain on investment through substantial completion of construction.~~

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 fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. ~~Management’s~~Management's estimates of fair value are presented below for our debt as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015.~~2016.

The fair value of our Junior Subordinated Notes approximates their carrying amount as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015.~~2016. We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current LIBOR, U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or

Following is summarized financial information for all of our real estate related Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates, inclusive of investments accounted for using the cost method (Note 2).

(1) The Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates include Fashion Show as of September 30, 2016 as the property was contributed into a joint venture during the third quarter of 2016.

The Unconsolidated Real Estate Affiliates ~~represents~~represent our investments in real estate joint ventures that are not consolidated. We hold interests in 2625 domestic joint ventures, comprising 4241 U.S. retail properties and one joint venture in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in

accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the ~~the~~ investment, we utilize the equity method. If we have neither control ornor significant influence, we utilize the cost method. If we control the joint venture, we account for the venture as a consolidated investment.

On March 7, 2014, we formed a joint venture, AMX Partners, LLC ("AMX"), with Kahikolu Partners, LLC ("MKB") for the purpose of constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. AMX commenced recognizing revenues and cost of sales from the sale of condominiums using the percentage of completion method during ~~the nine months ended September 30,~~ 2016.

In accordance with GAAP, sales of condominiums have been recognized using the percentage of completion method. Under this method, revenue is recognized when (1) construction is beyond a preliminary stage, (2) buyers are unable to receive refunds of down-payments except in the event of non-delivery, (3) a substantial percentage of the condominiums are under firm contracts, (4) collection of the sales price is reasonably assured and (5) sales proceeds and costs can be reasonably estimated. The revenue from condominium sales is calculated based on the percentage of completion, as determined by the construction contract costs incurred to date in relation to the total estimated construction costs.

On March 24, 2016, Kenwood Towne Centre in Cincinnati, Ohio (property included in a joint venture of which we are 50% owner) acquired fee title to a portion of the property previously held under ground lease for a gross purchase price of $43.0 million.

Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was ~~$5.5~~$5.4 billion as of ~~September 30, 2016,~~March 31, 2017 and ~~$5.1 billion as of~~ December 31, ~~2015,~~2016, including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had retained debt of ~~$86.8~~$86.1 million at one property as of ~~September 30, 2016,~~March 31, 2017, and ~~$87.9~~$86.5 million as of December 31, ~~2015.~~2016. We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of ~~September 30, 2016,~~March 31, 2017, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

As of ~~September 30, 2016, $16.5~~March 31, 2017, $16.4 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.4 billion of debt, are cross-collateralized with other properties. Although a majority of the ~~$12.5~~$12.3 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $819.0 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

During the ~~nine months~~year ended ~~September 30,~~December 31, 2016, we paid down $294.4 million of consolidated mortgage notes at two properties. The prior loans had a weighted-average term-to-maturity of 1.2 years and a weighted-average interest rate of 5.3%. In conjunction with the pay down of the loans, we paid $5.4 million in transaction costs.

On April 25, 2016, we amended our $1.4 billion loan secured by cross-collateralized mortgages on 15 properties. The interest rate remained consistent at LIBOR plus 1.75%, however, we were able to decrease the recourse from 100% to 50% and extend the term for three years. The loan now matures April 25, 2019, with two one year extension options.

During the ~~year~~three months ended ~~December~~March 31, ~~2015,~~2017, we ~~refinanced~~paid down a $73.4 million consolidated mortgage ~~notes totaling $710.0 million~~note at ~~four properties and generated net proceeds of $240.9 million.~~one property. The prior ~~loans totaling $469.1 million~~loan had a ~~weighted-average~~ term-to-maturity of ~~1.3~~0.2 years and ~~a weighted-average~~an interest rate of 5.6%. ~~The new loans have a weighted-average term-to-maturity~~

We have certain unsecured debt obligations, the terms of which are described below:

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~~Company's leverage level. The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including, but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt-to-value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of ~~September 30, 2016.~~March 31, 2017. As of ~~September 30, 2016, no amount~~March 31, 2017, $240.0 million was outstanding on the Facility.

GGP Capital Trust I, a Delaware statutory trust (the "Trust") and a wholly-owned subsidiary of GGPN, completed a private placement of $200.0 million of trust preferred securities ("TRUPS") in 2006. The Trust also issued $6.2 million of Common Securities to GGPOP. The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior subordinated notes of GGPOP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior subordinated notes. The Junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust currently is a wholly-owned subsidiary of GGPN, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015.~~2016.

We had outstanding letters of credit and surety bonds of ~~$52.5~~$56.4 million as of ~~September 30, 2016~~March 31, 2017 and ~~$76.1~~$57.8 million as of December 31, ~~2015.~~2016. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of ~~September 30, 2016,~~March 31, 2017, with the exception of one mortgage loan. A special servicer is currently managing the operations of the property securing the mortgage loan.

We have elected to be taxed as a REIT under the Internal Revenue Code. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable ordinary income. In addition, the Company is required to meet certain asset and income tests.

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income and capital gains. We are currently statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2013 through ~~2015~~2016 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2012 through ~~2015.~~2016.

Brookfield and certain parties who were previously members of a Brookfield investor consortium own 73,930,000 warrants (the "Warrants") to purchase common stock of GGP with an initial weighted average exercise price of $10.70. Each Warrant was fully vested upon issuance, has a term of seven years and expires on November 9, 2017. Below is a summary of Warrants that were originally issued and are still outstanding.

The exercise prices of the Warrants are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events. In accordance with the agreement, these calculations adjust

The warrant holders have the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 7172.5 million shares of common stock) or net share settle. The remaining 16,430,000 Warrants owned or managed by Brookfield must be net share settled. As of ~~September 30, 2016,~~March 31, 2017, the Warrants are exercisable into approximately 6259 million common shares of the Company, at a weighted-average exercise price of approximately ~~$8.70~~$8.48 per share. Due to their ownership of Warrants, ~~Brookfield’s~~Brookfield's potential ownership of the Company may change as a result of payments of dividends and changes in our stock price.

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.

The noncontrolling interest related to the Common, Preferred, and LTIP Units of GGPOP are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity.

The common redeemable noncontrolling interests have been recorded at fair value for all periods presented. One tranche of preferred redeemable noncontrolling interests has been recorded at fair value, while the other tranches of preferred redeemable noncontrolling interests have been recorded at carrying value.

Generally, the holders of the Common Units share in any distributions by GGPOP with our common stockholders. However, the GGPOP operating partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax. Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions. If the holders had requested redemption of the Common and Preferred Units as of ~~September 30, 2016,~~March 31, 2017, the aggregate amount of cash we would have paid would have been ~~$131.6~~$110.1 million and ~~$159.3~~$137.4 million, respectively.

GGPOP issued Preferred Units that are convertible into Common Units of GGPOP at the rates below (subject to adjustment). The holder may convert the Preferred Units into Common Units of GGPOP at any time, subject to certain restrictions. The Common Units are convertible into common stock at approximately a one-to-one ratio at the current stock price.



	Number of Common Units for each Preferred Unit	Number of Contractual Preferred Units Outstanding as of March 31, 2017	Converted Basis to Common Units Outstanding as of March 31, 2017	Conversion Price		Redemption Value (1)
Series B	3.00000	1,184	3,695	$	16.66670	$	85,640
Series D	1.50821	533	835	33.15188		26,637
Series E	1.29836	503	679	38.51000		25,133
						$	137,410

The following table reflects the activity of the redeemable noncontrolling interests for the three months ended March 31, 2017, and 2016.



Balance at January 1, 2016	$	287,627
Net income	1,035
Distributions	(1,668		)
Redemption of GGPOP units	(1,592		)
Other comprehensive loss	(62		)
Fair value adjustment for noncontrolling interests in Operating Partnership	24,130
Balance at March 31, 2016	$	309,470

Balance at January 1, 2017	$	262,727
Net income	575
Distributions	(1,045		)
Other comprehensive income	5
Fair value adjustment for noncontrolling interests in Operating Partnership	(14,736		)
Balance at March 31, 2017	$	247,526

Our Board of Directors declared common stock dividends during ~~2016~~2017 and ~~2015~~2016 as follows:

Our Dividend Reinvestment Plan ("DRIP") provides eligible holders of ~~GGP’s~~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 fourth 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, ~~20,759~~21,837 shares were issued during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 and ~~17,658~~6,398 shares were issued during the ~~nine months ended September 30, 2015.~~

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).

The following table reflects the activity of the components of accumulated other comprehensive loss for the three months ended ~~September 30, 2016,~~March 31, 2017, and ~~2015:~~2016:

Foreign currency translation Net unrealized gains (losses) on other financial instruments Reclassification adjustment for realized gains on available-for-sale securities included in net income Total
Balance at July 1, 2015 $ (66,421 ) $ 69
$ —
$ (66,352 )
Other comprehensive income (loss) (19,673 ) 16
8,572
(11,085 )
Balance at September 30, 2015 $ (86,094 ) $ 85
$ 8,572
$ (77,437 )

Balance at July 1, 2016 $ (69,251 ) $ 120
$ —
$ (69,131 )
Other comprehensive income (loss) (987 ) (16 ) —
(1,003 )
Balance at September 30, 2016 $ (70,238 ) $ 104
$ —
$ (70,134 )

Realized gains from the sale of available-for-sale securities are included in management fees and other corporate revenues.

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:

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ 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.

GGP owned ~~55,969,390~~58,538,995 and ~~56,059,335~~55,969,390 shares of treasury stock as of ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ respectively. These shares are presented as common stock in treasury, at cost, on our Consolidated Balance Sheets. Additionally, GGPOP holds 27,459,195 shares of stock as a result of warrants purchased during the year ended December 31, 2013. These shares are presented as issued, but not outstanding on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS.

The ~~General Growth Properties,~~GGP Inc. 2010 Equity Plan (the ~~‘‘Equity Plan’’~~"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’’~~"Awards"). Directors, officers and other employees of ~~GGP’s~~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~~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~~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~~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~~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~~Company's Equity Plan was amended to allow for the grant of restricted stock or LTIP Units to certain officers, directors, and employees of the Company that vest based on the achievement of certain established metrics that are based on the performance of the Company.

On January 1, 2017, the Company adopted ASU 2016-09, Compensation - Stock Compensation. This new guidance allowed us to make the election to account for share-based payment forfeitures when they occur which resulted in a cumulative effect of accounting change adjustment of $3.0 million to additional paid-in capital, noncontrolling interests related to LTIP Units and accumulated distributions in excess of earnings as of January 1, 2017.

Compensation expense related to stock-based compensation plans for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017, and 2016 ~~and 2015~~ is summarized in the following table in thousands:

The following tables summarize stock option, ~~and~~ LTIP Unit and restricted stock activity for the Equity Plan for GGP for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, and ~~2015:~~

On September 17, 2015, we entered into a promissory note with our joint venture partner, AHC, in which we lent $40.4 million that bears interest at 6% per annum. The note is collateralized by AHC's equity in Miami Design District Associates, which is part of AACMDD. ~~We have an option whereby we can send notice up to 30 days prior to~~On November 18, 2016, the maturity date of the note was amended to September 17, ~~2017 to purchase~~2019. Additionally, AHC may convey the collateral ~~in exchange for cancellation~~ of the ~~note. If~~note five business days prior to any payment due date within the ~~option is exercised, all amounts previously paid by AHC must be repaid to AHC.~~contract.

On June 30, 2015, we entered into a promissory note with our joint venture partner MKB (defined in Note 5), in which we would lend MKB up to $80 million for capital calls after an initial contribution of $80 million by MKB and until the joint venture secured construction financing. This loan bears interest at LIBOR plus 6% and is secured by MKB's partnership interest in AMX, which is constructing a luxury residential condominium tower on a site located within the Ala Moana Shopping Center. As of ~~September 30, 2016,~~March 31, 2017, there was ~~$16.1~~$16.6 million outstanding on this loan. Construction financing closed during the third quarter of 2015.

Notes receivable includes $204.3 million of notes receivables from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York. The first note was issued for $104.3 million, bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at 9.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of ~~September 30, 2016,~~March 31, 2017, there was ~~$229.1~~$244.9 million outstanding on these loans.

Also included in notes receivable is ~~$123.0~~$128.1 million and ~~$50.1~~$54.5 million due from our joint venture partner related to the acquisition of the properties at 685 Fifth Avenue and 530 Fifth Avenue in New York, New York. The notes receivable bear interest at 7.5%

On July 29, 2016, we settled a note receivable in the net amount of $78.9 million issued to Rique Empreendimentos e Participacoes Ltda. ("Rique") in exchange for approximately 18.3 million shares in Aliansce Shopping Centers, S.A. ("Aliansce"), resulting in an 11.3% ownership in Aliansce. On September 29, 2016, we sold the 18.3 million shares in Aliansce to the Canada Pension Plan Investment Board for a sales price of $84.9 million. The note receivable was issued in conjunction with our sale of Aliansce to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable was denominated in Brazilian Reais, bore interest at an effective interest rate of approximately 14%, was collateralized by shares of common stock in Aliansce, and required annual principal and interest payments over the term. During the three months ended March 31, 2016, we determined, based on current information and events, that it was probable that we would be unable to collect all amounts due according to the contractual terms of the receivable. As the note receivable was a collateral dependent loan, we ~~originally~~ estimated the provision for loss based on the fair value of the market price of the Aliansce shares which served as the collateral for the loan. ~~Upon the settlement of the note during the three months ended September 30, 2016, we decreased the provision for loan loss based on the final sales price.~~ ~~During the nine months ended September 30, 2016, w~~eWe recognized a ~~$29.4~~$36.1 million loss on the note recorded in the provision for loan loss on the Consolidated Statements of Comprehensive Income based on the value of the collateral and included accrued interest of $7.5 million in the provision for loan loss. We recognized the impact of changes in the exchange rate on the note receivable as gain or loss on foreign currency in our Consolidated Statements of Comprehensive Income.

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~~management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have been straight-lined over the term of the lease, to the extent applicable. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income:

~~On October 28, 2016, we closed on~~Subsequent to March 31, 2017, no events have occurred that require recognition or disclosure in the ~~acquisition of four Macy's anchor boxes for an aggregate purchase price of $45.7 million.~~consolidated financial statements, except as recognized or disclosed previously.

All references to numbered Notes are to specific footnotes to our consolidated financial statements included in this Quarterly Report and whose descriptions are incorporated into the applicable response by reference. The following discussion should be read in conjunction with such consolidated financial statements and related Notes. Capitalized terms used, but not defined, in this ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") have the same meanings as in such Notes.

Our primary business is owning and operating best-in-class retail properties that provide an outstanding environment and experience for our communities, retailers, employees, consumers and shareholders. We are an S&P 500 real estate company with a property portfolio comprised primarily of Class A ~~malls~~retail properties (defined primarily by sales per square foot) and urban retail properties. Our retail properties are the core centers of retail, dining and entertainment within their trade areas and, therefore, represent hubs of such activity. As of ~~September 30, 2016,~~March 31, 2017, we own, either entirely or with joint venture partners, ~~126~~127 retail properties located throughout the United States comprising approximately ~~124~~125 million square feet of gross leasable area ("GLA").

We provide management and other services to substantially all of our properties, including properties which we own through joint venture arrangements and which are unconsolidated for GAAP purposes. Our management operating philosophies and strategies are the same whether the properties are consolidated or unconsolidated.

We seek to increase long-term ~~growth in~~ Company NOI and Company EBITDA (as defined below) growth through proactive management and leasing of our properties. We also recycle capital through strategic dispositions in order to opportunistically invest in high quality retail properties, as well as control operating expenses. We believe that the following items are the most significant ~~operating factor~~drivers affecting incremental cash flow and Company EBITDA ~~growth is increased rents earned from tenants at our properties. This growth is primarily achieved by:~~growth:

As of ~~September 30, 2016,~~March 31, 2017 the portfolio was 95.9% leased, compared to 96.1% leased at March 31, 2016. The decrease is primarily due to tenant bankruptcies during the current year quarter, which affected 1.2 million square feet in our ~~total leased space was 96.6%.~~portfolio. On a suite-to-suite basis, the leases commencing occupancy in the trailing 12 months exhibited initial rents that were ~~12.0%~~10.5% higher than the final rents paid on expiring leases. Our overall leasing activity is approximately twice the amount of GLA that shows up in the suite-to-suite comparison due to leasing of anchor boxes that are not included in the suite-to-suite spreads.

We have identified approximately ~~$1.0~~$1.3 billion of income producing development and redevelopment projects within our portfolio, over 80% of which is being invested into Class A ~~malls.~~retail properties. We currently expect to achieve stabilized returns of approximately 7-9% for all projects.

We believe our long-term strategy can provide our shareholders with a competitive risk-adjusted total return comprised of dividends and share price appreciation.

Net income attributable to ~~General Growth Properties,~~GGP Inc. decreased from ~~$1,180.5~~$191.8 million for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 to ~~$1,051.9~~$107.2 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017. Our Company NOI (as defined below) ~~increased 8.1%~~decreased 1.8% from ~~$1,591.4~~$591.5 million for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 to ~~$1,720.0~~$580.9 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017. Our Company FFO (as defined below) ~~increased 9.3%~~decreased 9.6% from ~~$968.6~~$382.8 million for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 to ~~$1,059.1~~$346.2 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017.

See Non-GAAP Supplemental Financial Measures below for a discussion of Company NOI, Company EBITDA and Company FFO, along with a reconciliation to the comparable GAAP measures, Operating income and Net income attributable to ~~General Growth Properties,~~GGP Inc.

The following table summarizes signed leases ~~that are scheduled to commence in the respective period~~ compared to expiring ~~rent for the prior tenant~~leases in the same suite, for leases where (1) the downtime between new and previous tenant was less than 24 months, ~~and~~(2) the occupied space between the previous tenant and new tenant did not change by more than 10,000 square ~~feet.~~feet and (3) the new lease is at least a year.

# of Leases SF
Term
(in years)

Initial Rent PSF ¹

Expiring Rent PSF ²

Initial Rent
Spread
% Change
Trailing 12 Commencements 1,594
4,628,344
6.9
$ 68.67
$ 61.34
$ 7.33
12.0 %
2016 Commencements 1,498
4,522,965
6.9
$ 67.87
$ 61.48
$ 6.39
10.4 %
2017 Commencements 291
1,167,177
6.5
$ 54.66
$ 49.53
$ 5.13
10.4 %



	# of Leases	SF	Term (in years)	Initial Rent PSF (1)		Expiring Rent PSF (2)		Initial Rent Spread		% Change
Trailing 12 Commencements	1,505	4,833,985	6.8	$	63.60	$	57.53	$	6.07	10.5	%

Base minimum rents decreased $13.9 million primarily due to our sale of an interest in Fashion Show during the third quarter of 2016. This resulted in ~~$11.4~~$18.9 million less base minimum rents during the three months ended ~~September 30, 2016~~March 31, 2017 compared to the three months ended ~~September 30, 2015~~March 31, 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. ~~In addition,~~The acquisition of the ~~sale of two operating properties~~remaining 50% interest in Riverchase Galleria from our joint venture partner during the ~~first~~fourth quarter of 2016 resulted in ~~a $5.4~~an offsetting $6.8 million ~~decrease~~increase in base minimum rents. The offsetting increase in base minimum rents is primarily due to rents from new developments, an increase in permanent occupancy and an increase on contractual rent steps between September 30, 2015 and September 30, 2016.

Tenant recoveries decreased ~~$10.5~~$9.4 million primarily due to our sale of an interest in Fashion Show during the third quarter of 2016. This resulted in ~~$5.2~~$8.0 million less tenant recoveries during the three months ended ~~September 30, 2016~~March 31, 2017 compared to the three months ended ~~September 30, 2015~~March 31, 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. In addition, reimbursable common area maintenance charges decreased by $4.8 million across the ~~sale~~portfolio. The acquisition of ~~two operating properties~~the remaining 50% interest in Riverchase Galleria from our joint venture partner during the ~~first~~fourth quarter of 2016 resulted in ~~a $2.1~~an offsetting $2.7 million ~~decrease~~increase in tenant recoveries.

~~Other revenue~~Management fees and other corporate revenues decreased ~~$10.3~~$5.6 million primarily due to the divestiture of our investment in Seritage

Growth Properties stock during the three months ended March 31, 2016, which resulted in a $13.1 million gain (Note 2) . This is partially offset by a $4.3 million one-time profit participation payment received during the three months ended March 31, 2017 related to our Aeropostale joint venture (Note 5). In addition, during the three months ended March 31, 2017, we received $1.5 million in fees related to the joint venture formed with Fashion Show during the third quarter of 2016.

Other revenue decreased $1.4 million primarily due to the recognition of gains on the sale of air rights at Ala Moana ~~Center which resulted in a $12.5 million gain on sale for~~Center. During the three months ended ~~September 30, 2015.~~March 31, 2016, $7.1 million previously deferred gains were recognized, and during the three months ended March 31, 2017, $2.4 million of previously deferred gains were recognized. The decrease was partially offset by a termination fee of $3.2 million received during the three months ended March 31, 2017.

~~Marketing~~Property maintenance costs decreased ~~$2.0~~$2.5 million primarily due to operational efficiencies.

Other property operating costs decreased ~~$5.8~~$1.1 million primarily due to our sale of an interest in Fashion Show during the third quarter of 2016. This resulted in ~~$2.0~~$2.4 million less other property operating costs during the three months ended ~~September 30, 2016~~March 31, 2017 compared to the three months ended ~~September 30, 2015~~March 31, 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. ~~In addition,~~The acquisition of the ~~sale of two operating properties~~remaining 50% interest in Riverchase Galleria from our joint venture partner during the ~~first~~fourth quarter of 2016 resulted in ~~a $1.7~~an offsetting $1.2 million ~~decrease~~increase in other property operating costs. ~~The remaining decrease is primarily due to operational efficiencies.~~

~~Recovery from~~Provision for loan loss of ~~$6.7~~$36.1 million relates to the settlement of the Rique note receivable during ~~the three months ended September 30,~~ 2016 (Note ~~12)~~13).

Property management and other costs increased $10.4 million primarily due to bonus savings in the prior year.

General and administrative increased $1.3 million primarily due to an increase in compensation expense (Note 11).

Provision for impairment of ~~$28.3~~$40.7 million is related to an impairment ~~charge~~charges recorded on ~~one operating property during the three months ended September 30, 2016 (Note 2).~~

Depreciation and amortization increased $9.6 million primarily due to an increase in write-offs of tenant allowances during the three months ended March 31, 2017.

Interest expense decreased ~~$3.6~~$15.4 million primarily due to our sale of an interest in Fashion Show during the third quarter of 2016. This resulted in ~~$5.8~~$8.7 million less interest expense during the three months ended ~~September 30, 2016~~March 31, 2017 compared to the three months ended ~~September 30, 2015~~March 31, 2016 as the property is now accounted for as an Unconsolidated Real Estate Affiliate. ~~The offsetting increase~~In addition, we paid down mortgage notes at two operating properties during 2016, resulting in a $3.6 million decrease in interest expense ~~is primarily due to $2.6 million in mortgage interest on~~(Note 6). We also sold two operating properties ~~that were unencumbered~~ during ~~the three months ended September 30, 2015.~~2016, resulting in a $1.2 million decrease in interest expense.

The gain on foreign currency during the three months ended March 31, 2016 is related to the impact of changes in the exchange rate on a note receivable denominated in Brazilian Reais and received in conjunction with the sale of Aliansce in the third quarter of 2013. The note receivable was settled during 2016 (Note 13). The gain on foreign currency during the three months ended ~~September 30, 2016 (Note 12).~~

The gain from changes in control of investment properties and other of ~~$620.3~~$74.6 million during the three months ended ~~September 30,~~March 31, 2016 primarily relates to the sale of an interest in Fashion Show, the sale of our interests in two operating properties, and additional development related to our sale of a 25% interest in Ala Moana Center in 2015. The gain from changes in control of investment properties and other of $13.4 million in the three months ended September 30, 2015 relates to our sale of our interest in ~~one~~two operating ~~property~~properties and additional development related to our sale of a 25% interest in Ala Moana Center in 2015 (Note 3).

~~Benefit from~~Provision for income taxes increased $1.6 million primarily due to the tax impact of ~~$18.0 million~~the provision for loan loss related to the Rique note recorded during the three months ended ~~September 30, 2015 primarily relates to~~March 31, 2016 (Note 13). This increase was partially offset by a decrease in taxable income recognized by our taxable REIT subsidiary for the ~~impact~~sale of ~~changes in the exchange rate on the note receivable denominated in Reais and the reversal of liabilities due to the expiration of the statute of limitations.~~condominiums (Note 5).

Equity in income of Unconsolidated Real Estate Affiliates ~~increased~~decreased by ~~$19.1~~$24.3 million primarily due to decreased income recognition on condominiums during the three months ended ~~September 30,~~March 31, 2017 compared to the three months ended March 31, 2016 (Note 5), partially offset by our share of income in the ~~contribution of~~ Fashion Show ~~into an unconsolidated~~ joint venture formed during the third quarter of ~~2016, and an increase in income related to the Crown Building located at 730 Fifth Avenue, which was acquired during the second quarter of 2015 (Note 3).~~2016.

Unconsolidated Real Estate Affiliates - gain on investment during the three months ended ~~September 30,~~March 31, 2016 relates to additional development related to the sale of an additional 12.5% interest in Ala Moana Center during the second quarter of 2015 (Note 3). Unconsolidated Real Estate Affiliates - gain on investment during the three months ended September 30, 2015 relates to additional development related to the sale of an additional 12.5% interest in Ala Moana Center during the second quarter of 2015 and the sale of our interest in atwo joint ~~venture~~ventures during the three months ended ~~September 30, 2015 (Note 3).~~

Our primary source of cash is from the ownership and management of our properties and strategic dispositions. We may ~~also~~ generate cash from refinancings or borrowings under our revolving credit facility. Our primary uses of cash include payment of operating expenses, debt service, reinvestment in and redevelopment of properties, tenant allowances, dividends and acquisitions.

We anticipate maintaining financial flexibility by managing our future maturities, amortization of debt, and minimizing cross collateralizations and corporate guarantees. We believe that we currently have sufficient liquidity to satisfy all of our commitments in the form of ~~$656.8~~$252.7 million of consolidated unrestricted cash and ~~$1.1 billion~~$810.0 million of available credit under our credit facility as of ~~September 30, 2016,~~March 31, 2017, as well as anticipated cash provided by operations.

Our key financing objectives include:

We may raise capital through public or private issuances of debt securities, preferred stock, common stock, common units of the Operating Partnerships (as defined in Note 1) or other capital raising activities.

During the ~~nine months~~year ended ~~September 30,~~December 31, 2016, we paid down $294.4 million of consolidated mortgage notes at two properties. The prior loans had a weighted-average term-to-maturity of 1.2 years and a weighted-average interest rate of 5.3%. In conjunction with the pay down of the loans, we paid $5.4 million in transaction costs.

During the three months ended March 31, 2017, we paid down a $73.4 million consolidated mortgage note at one property. The prior loan had a term-to-maturity of 0.2 years and an interest rate of 5.6%.

As of ~~September 30, 2016,~~March 31, 2017, we had ~~$2.3~~$2.1 billion of debt pre-payable at our proportionate share without penalty. We may pursue opportunities to refinance this debt at lower interest rates and longer maturities.

The amount of debt due in the next three years represents 4.4% of our total debt at maturity. The maximum amount due in any one of the next ten years is no more than $3.0 billion at our proportionate share or approximately 17.4% of our total debt at maturity.

The amount of debt due in the next three years represents 16.0% of our total debt at maturity. The maximum amount due in any one of the next ten years is no more than $3.1 billion at our proportionate share or approximately 17.6% of our total debt at maturity.

The following table illustrates the scheduled payments for our proportionate share of total debt as of ~~September 30, 2016.~~March 31, 2017. The $206.2 million of Junior Subordinated Notes are due in 2036, but we may redeem them any time after April 30, 2011 (Note 6). As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to ~~2020.~~2021.

We ~~are working with~~believe we will be able to extend the ~~loan servicer on~~maturity date, repay under our available line of credit or refinance the ~~loan which has matured~~consolidated debt that is scheduled to mature in ~~2016.~~2017. We also believe that the joint ventures will be able to refinance the debt of our Unconsolidated Real Estate Affiliates upon maturity; however, there can be no assurance that we 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.

From time-to-time we may acquire whole or partial interests in high-quality retail properties ~~and may sell assets.~~or make strategic dispositions. Refer to Note 3 for more information.

Brookfield and certain parties who were previously members of a Brookfield investor consortium own or manage on behalf of third parties all of the ~~Company’s~~Company's outstanding Warrants (Note 8) which are exercisable into approximately 6259 million common shares ~~(assuming net share settlement)~~ of the Company at a weighted-average exercise price of ~~$8.70~~$8.48 per ~~share.~~share, assuming net share settlement. The ~~exercise~~strike price and common shares issuable under the Warrants ~~adjusts~~will adjust for ~~future~~ dividends declared by the Company.

~~As of August 19, 2016, Brookfield’s~~Brookfield's potential ownership of the Company (assuming full share settlement of the Warrants) ~~was~~is 34.6%, ~~which is stated~~based on information included in their Form 13D filed on the same date. If Brookfield held or managed this same ownership through the maturity date of the Warrants, assuming: (a) GGP’s common stock price increased $10 per share and (b) the Warrants were adjusted for the impact of regular dividends, we estimate that their ownership would be 35.8% under net share settlement, and 38.8% under full share settlement.August 19, 2016.

We are currently redeveloping several consolidated and unconsolidated properties primarily to improve the productivity and value of the property, convert large-scale anchor boxes into smaller leasable areas and to create new in-line retail space and new restaurant venues.

We have development and redevelopment activities totaling approximately ~~$594~~$679 million under construction and ~~$451~~$599 million in the pipeline. We continue to evaluate a number of other redevelopment projects to further enhance the quality of our assets. Expected returns are based on the completion of current and future redevelopment projects, and the success of the leasing and asset management plans in place for each project. Expected returns are subject to a number of variables, risks, and uncertainties including those disclosed within Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 (our "Annual Report"). We also refer the reader to our disclosure related to forward-looking statements, below. The following table illustrates our planned redevelopments:

Our investment in these projects for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 has increased from December 31, ~~2015,~~2016 in conjunction with the applicable development plan and as projects near completion. The continued progression of 48 redevelopment projects resulted in increases to ~~GGP’s~~GGP's investment to date.

The following table illustrates our capital expenditures, capitalized interest, and internal costs associated with leasing and development overhead, which primarily relate to ordinary capital projects at our operating properties. In addition, we incurred tenant allowances and capitalized leasing costs for our operating properties as outlined below. Capitalized interest is based upon qualified expenditures and interest rates; capitalized leasing and development costs are based upon time expended on these activities. These costs are amortized over lives which are consistent with the related asset.

Our Board of Directors declared common stock dividends during ~~2016~~2017 and ~~2015~~2016 as follows:

On February 13, 2013, we issued, under a public offering, 10,000,000 shares of 6.375% Series A Cumulative Stock at a price of $25.00 per share. Our Board of Directors declared preferred stock dividends during ~~2016~~2017 and ~~2015~~2016 as follows:

Net cash provided by operating activities was ~~$823.6~~$238.9 million for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 and ~~$767.0~~$238.0 million for the ~~nine~~three months ended ~~September 30, 2015.~~March 31, 2016. Significant changes in the components of net cash provided by operating activities include:

Net cash (used in) provided by ~~(used in)~~ investing activities was ~~$793.3~~($102.3) million for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 and ~~($105.3)~~$112.7 million for the ~~nine~~three months ended ~~September 30, 2015.~~March 31, 2016. Significant components of net cash (used in) provided by ~~(used in)~~ investing activities include:

Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statement are based on reasonable assumption, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, the ~~Company’s~~Company's ability to refinance, extend, restructure or repay near and intermediate term debt, its indebtedness, its ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, its liquidity demands and economic conditions. The Company discusses these and other risks and uncertainties in its annual and quarterly periodic reports filed with the Securities and Exchange Commission. The Company may update that discussion in its periodic reports, but otherwise takes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")).

Based on that evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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~~management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. Neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Delaware		27-2963337
(State or other jurisdiction of incorporating or organization)		(I.R.S. Employer Identification Number)

110 N. Wacker Dr., Chicago, IL		60606
(Address of principal executive offices)		(Zip Code)

(312) 960-5000
(~~Registrant’s~~Registrant's telephone number, including area code)



ý	Large accelerated filer	o	Accelerated filer
o	Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company
		o	Emerging growth company



			PAGE NUMBER

Part I	FINANCIAL INFORMATION

	Item 1: Consolidated Financial Statements (Unaudited)

		Consolidated Balance Sheets as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016	3

		Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	4

		Consolidated Statements of Equity for the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	6

		Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	8

		Notes to Consolidated Financial Statements (Unaudited)	10

		Note 1: Organization	10

		Note 2: Summary of Significant Accounting Policies	10

		Note 3: Acquisitions, Sales and Joint Venture Activity	17

		Note 4: Fair Value	19

		Note 5: Unconsolidated Real Estate Affiliates	2220

		Note 6: Mortgages, Notes and Loans Payable	2423

		Note 7: Income Taxes	2625

		Note 8: Warrants	2625

		Note 9: Equity and Redeemable Noncontrolling Interests	2726

		Note 10: Earnings Per Share	3129

		Note 11: Stock-Based Compensation Plans	3230

		Note 12: Accounts ~~and~~Receivable, net	31

		Note 13: Notes Receivable ~~net~~	32

		Note 14: Prepaid Expenses and Other Assets	33

		Note ~~13: Prepaid~~15: Accounts Payable and Accrued Expenses ~~and Other Assets~~	34

		Note ~~14: Accounts Payable~~16: Litigation	34

		Note 17: Commitments and ~~Accrued Expenses~~Contingencies	35

		Note ~~15: Litigation~~	35

		~~Note 16: Commitments and Contingencies~~	36

		~~Note 17:~~18: Subsequent Events	3635

	Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations		3736

		Liquidity and Capital Resources	4239

	Item 3: Quantitative and Qualitative Disclosures about Market Risk		5048

	Item 4: Controls and Procedures		5149

Part II	OTHER INFORMATION

	Item 1: Legal Proceedings		5149

	Item 1A: Risk Factors		5149

	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		5149

	Item 3: Defaults Upon Senior Securities		5149

	Item 4: Mine Safety Disclosures		5149

	Item 5: Other Information		5149

	Item 6: Exhibits		5149

	SIGNATURE		5351

	EXHIBIT INDEX		5452


	September 30, 2016			December 31, 2015			March 31, 2017			December 31, 2016
	(Dollars in thousands, except share and per share amounts)						(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	2,972,931		$	3,596,354		$	3,057,183		$	3,066,019
Buildings and equipment	15,497,006			16,379,789			16,108,953			16,091,582
Less accumulated depreciation	(2,611,194		)	(2,452,127		)	(2,827,336		)	(2,737,286		)
Construction in progress	344,479			308,903			260,025			251,616
Net property and equipment	16,203,222			17,832,919			16,598,825			16,671,931
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,844,177			3,506,040
Investment in Unconsolidated Real Estate Affiliates							3,871,240			3,868,993
Net investment in real estate	20,047,399			21,338,959			20,470,065			20,540,924
Cash and cash equivalents	656,769			356,895			252,718			474,757
Accounts and notes receivable, net	883,072			949,556
Accounts receivable, net							318,259			322,196
Notes receivable							691,791			678,496
Deferred expenses, net	215,947			214,578			248,624			209,852
Prepaid expenses and other assets	910,002			997,334			485,997			506,521
Assets held for disposition	—			216,233
Total assets	$	22,713,189		$	24,073,555		$	22,467,454		$	22,732,746

Liabilities:
Mortgages, notes and loans payable	$	12,460,027		$	14,216,160		$	12,567,659		$	12,430,418
Investment in Unconsolidated Real Estate Affiliates	39,500			38,488			45,733			39,506
Accounts payable and accrued expenses	646,216			784,493			611,119			655,362
Dividend payable	184,634			172,070			202,007			433,961
Deferred tax liabilities	1,365			1,289			3,719			3,843
Junior subordinated notes	206,200			206,200			206,200			206,200
Liabilities held for disposition	—			58,934
Total liabilities	13,537,942			15,477,634			13,636,437			13,769,290
Redeemable noncontrolling interests:
Preferred	159,260			157,903			137,410			144,060
Common	131,583			129,724			110,116			118,667
Total redeemable noncontrolling interests	290,843			287,627			247,526			262,727

Commitments and Contingencies	—			—			—			—

Equity:
Common stock:
11,000,000,000 shares authorized, $0.01 par value, 968,993,571 issued, 885,564,986 outstanding as of September 30, 2016, and 966,096,656 issued, 882,397,202 outstanding as of December 31, 2015	9,415			9,386
11,000,000,000 shares authorized, $0.01 par value, 968,603,883 issued, 882,605,693 outstanding as of March 31, 2017, and 968,153,526 issued, 884,097,680 outstanding as of December 31, 2016							9,412			9,407
Preferred Stock:
500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2016 and December 31, 2015	242,042			242,042
500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016							242,042			242,042
Additional paid-in capital	11,396,557			11,362,369			11,439,599			11,417,597
Retained earnings (accumulated deficit)	(1,618,628		)	(2,141,549		)	(1,927,067		)	(1,824,866		)
Accumulated other comprehensive loss	(70,134		)	(72,804		)	(67,881		)	(70,456		)
Common stock in treasury, at cost, 55,969,390 shares as of September 30, 2016 and 56,240,259 shares as of December 31, 2015	(1,122,628		)	(1,129,401		)
Total stockholders’ equity	8,836,624			8,270,043
Common stock in treasury, at cost, 58,538,995 shares as of March 31, 2017 and 56,596,651 shares as of December 31, 2016							(1,182,216		)	(1,137,960		)
Total stockholders' equity							8,513,889			8,635,764
Noncontrolling interests in consolidated real estate affiliates	20,264			24,712			32,381			33,583
Noncontrolling interests related to long-term incentive plan common units	27,516			13,539			37,221			31,382
Total equity	8,884,404			8,308,294			8,583,491			8,700,729
Total liabilities, redeemable noncontrolling interests and equity	$	22,713,189		$	24,073,555		$	22,467,454		$	22,732,746

GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
GGP INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)													GGP INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2016			2015			2016			2015			2017			2016
	(Dollars in thousands, except share and per share amounts)												(Dollars in thousands, except per share amounts)
Revenues:
Minimum rents	$	347,676		$	358,716		$	1,082,220		$	1,094,384		$	349,013		$	371,132
Tenant recoveries	162,031			172,515			504,242			518,040			163,055			172,448
Overage rents	6,505			6,455			19,024			18,755			5,937			8,145
Management fees and other corporate revenues	20,428			19,496			73,087			65,313			28,143			33,741
Other	17,853			28,142			57,539			62,956			20,184			21,566
Total revenues	554,493			585,324			1,736,112			1,759,448			566,332			607,032
Expenses:
Real estate taxes	58,239			57,942			173,651			170,425			57,494			58,103
Property maintenance costs	11,576			11,707			41,014			44,491			14,975			17,483
Marketing	2,244			4,273			7,036			12,849			2,145			2,054
Other property operating costs	73,479			79,265			215,474			227,874			69,303			70,394
Provision for doubtful accounts	574			1,622			5,685			6,199			3,451			3,401
(Recovery of) provision for loan loss	(6,659		)	—			29,410			—
Provision for loan loss													—			36,069
Property management and other costs	37,760			38,685			106,787			121,847			41,114			30,745
General and administrative	13,237			12,627			41,313			37,395			14,683			13,427
Provisions for impairment	28,276			—			73,039			—
Provision for impairment													—			40,705
Depreciation and amortization	182,350			154,228			499,269			483,026			170,298			160,671
Total expenses	401,076			360,349			1,192,678			1,104,106			373,463			433,052
Operating income	153,417			224,975			543,434			655,342			192,869			173,980

Interest and dividend income	14,114			13,232			43,507			34,896			17,936			16,058
Interest expense	(141,296		)	(144,891		)	(437,338		)	(460,289		)	(132,323		)	(147,677		)
(Loss) gain of foreign currency	(657		)	(25,092		)	16,172			(46,540		)
Gain from changes in control of investment properties and other	620,309			13,399			733,416			622,412
Gain on foreign currency													3,183			8,936
Gain from changes in control of investment properties and other, net													—			74,555
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests	645,887			81,623			899,191			805,821			81,665			125,852
(Provision for) benefit from income taxes	(49		)	17,996			(728		)	29,082
Provision for income taxes													(4,510		)	(2,920		)
Equity in income of Unconsolidated Real Estate Affiliates	35,651			16,584			127,759			41,115			33,214			57,491
Unconsolidated Real Estate Affiliates - gain on investment	259			11,163			40,765			320,950
Unconsolidated Real Estate Affiliates - gain on investment, net													—			14,914
Net income	681,748			127,366			1,066,987			1,196,968			110,369			195,337
Allocation to noncontrolling interests	(7,570		)	(3,514		)	(15,083		)	(16,447		)	(3,209		)	(3,557		)
Net income attributable to General Growth Properties, Inc.	674,178			123,852			1,051,904			1,180,521
Net income attributable to GGP Inc.													107,160			191,780
Preferred Stock dividends	(3,984		)	(3,984		)	(11,951		)	(11,952		)	(3,984		)	(3,984		)
Net income attributable to common stockholders	$	670,194		$	119,868		$	1,039,953		$	1,168,569		$	103,176		$	187,796

Earnings Per Share:
Basic	$	0.76		$	0.14		$	1.18		$	1.32		$	0.12		$	0.21
Diluted	$	0.70		$	0.13		1.09			1.23			$	0.11		$	0.20
Dividends declared per share	$	0.20		$	0.18		$	0.58		$	0.52		$	0.22		$	0.19

GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

	Common Stock			Preferred Stock		Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury			Noncontrolling Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units			Total Equity
	(Dollars in thousands, except for share amounts)
Balance at January 1, 2015	$	9,409		$	242,042	$	11,351,625		$	(2,822,740	)	$	(51,753	)	$	(1,122,664	)	$	79,601		$	7,685,520

Net income									1,180,521									3,340			1,183,861
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																		(53,888		)	(53,888		)
Long Term Incentive Plan Common Unit grants, net (1,655,576 LTIP Units)																		8,286			8,286
Restricted stock grants, net (223,244 common shares)	2			—		2,769															2,771
Employee stock purchase program (116,936 common shares)	1					2,764															2,765
Stock option grants, net of forfeitures (1,216,723 common shares)	13					33,938															33,951
Cancellation of repurchased common shares (3,963,675 common shares)	(40		)			(51,700		)	(48,859		)				100,599						—
Treasury stock purchase (4,053,620 common shares)															(102,797		)				(102,797		)
Cash dividends reinvested (DRIP) in stock (17,658 common shares)						487															487
Other comprehensive loss												(25,684		)							(25,684		)
Cash distributions declared ($0.52 per share)									(459,965		)										(459,965		)
Cash distributions on Preferred Stock									(11,952		)										(11,952		)
Fair value adjustment for noncontrolling interest in Operating Partnership						22,339															22,339

Balance at September 30, 2015	$	9,385		$	242,042	$	11,362,222		$	(2,162,995	)	$	(77,437	)	$	(1,124,862	)	$	37,339		$	8,285,694

GGP INC. CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

	Common Stock			Preferred Stock		Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury			Noncontrolling Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units			Total Equity
	(Dollars in thousands, except for per share and share amounts)
Balance at January 1, 2016	$	9,386		$	242,042	$	11,362,369		$	(2,141,549	)	$	(72,804	)	$	(1,129,401	)	$	38,251		$	8,308,294

Net income									191,780									321			192,101
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																		(954		)	(954		)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates						(16,384		)										(3,002		)	(19,386		)
Long Term Incentive Plan Common Unit grants, net (684,216 LTIP Units)						12			(950		)							4,326			3,388
Restricted stock grants, net (333,953 common shares)	3			—		673															676
Employee stock purchase program (66,666 common shares)	1					2,451															2,452
Stock option exercised (318,826 common shares)	3					9,901															9,904
Cancellation of repurchased common shares (270,869 common shares)	(2		)			(3,415		)	(3,356		)				6,773						—
Cash dividends reinvested (DRIP) in stock (6,398 common shares)	—			—		170															170
Other comprehensive loss												6,948									6,948
Amounts reclassified from accumulated other comprehensive income												(11,894		)							(11,894		)
Cash distributions declared ($0.19 per share)									(167,766		)										(167,766		)
Cash distributions on Preferred Stock									(3,984		)										(3,984		)
Fair value adjustment for noncontrolling interest in Operating Partnership						(24,130		)													(24,130		)

Balance at March 31, 2016	$	9,391		$	242,042	$	11,331,647		$	(2,125,825	)	$	(77,750	)	$	(1,122,628	)	$	38,942		$	8,295,819

GENERAL GROWTH PROPERTIES, INC CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
GGP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)							GGP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30,						Three Months Ended March 31,
	2016			2015			2017			2016
	(Dollars in thousands)						(Dollars in thousands)
Cash Flows provided by Operating Activities:
Net income	$	1,066,987		$	1,196,968		$	110,369		$	195,337
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(127,759		)	(41,115		)	(33,214		)	(57,491		)
Distributions received from Unconsolidated Real Estate Affiliates	79,928			47,763			28,752			26,609
Provision for doubtful accounts	5,685			6,199			3,451			3,401
Depreciation and amortization	499,269			483,026			170,298			160,671
Amortization/write-off of deferred finance costs	8,880			8,887			2,985			2,710
Accretion/write-off of debt market rate adjustments	(4,119		)	13,305			(1,120		)	(207		)
Amortization of intangibles other than in-place leases	36,450			50,560			11,437			11,530
Straight-line rent amortization	(13,997		)	(22,776		)	893			(5,447		)
Deferred income taxes	(692		)	(36,244		)	2,623			2,118
Cost of debt extinguishment	5,403			—
Gain on dispositions, net	(27,266		)	(13,635		)	—			(20,248		)
Unconsolidated Real Estate Affiliates - gain on investment, net	(40,765		)	(320,950		)	—			(14,914		)
Gain from changes in control of investment properties and other	(733,416		)	(622,412		)
Provisions for impairment	73,039			—
Provisions for loan loss	29,410			—
(Gain) loss on foreign currency	(16,172		)	46,540
Gain from changes in control of investment properties and other, net							—			(74,555		)
Provision for impairment							—			40,705
Provision for loan loss							—			36,069
Gain on foreign currency							—			(8,936		)
Net changes:
Accounts and notes receivable, net	271			(20,925		)	(9,955		)	(2,842		)
Prepaid expenses and other assets	(9,504		)	(11,287		)	(6,920		)	(8,031		)
Deferred expenses, net	(36,117		)	(29,503		)	(10,722		)	(9,547		)
Restricted cash	113			1,185			6,783			6,981
Accounts payable and accrued expenses	3,602			6,624			(44,557		)	(55,141		)
Other, net	24,347			24,782			7,812			9,248
Net cash provided by operating activities	823,577			766,992			238,915			238,020

Cash Flows provided by (used in) Investing Activities:
Cash Flows (used in) provided by Investing Activities:
Acquisition of real estate and property additions	(94,744		)	(342,055		)	—			(21,087		)
Development of real estate and property improvements	(400,429		)	(509,916		)	(110,619		)	(120,410		)
Loans to joint venture partners	(52,970		)	(271,219		)	(3,787		)	(20,957		)
Proceeds from repayment of loans to joint venture partners	7,578			—
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	1,300,703			1,092,003			—			238,676
Contributions to Unconsolidated Real Estate Affiliates	(103,210		)	(134,552		)	(28,818		)	(30,200		)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	60,891			120,981			40,177			20,384
Sale (acquisition) of marketable securities	46,408			(33,300		)
Sale of marketable securities							—			46,409
Decrease (increase) in restricted cash	28,460			(27,238		)	734			(80		)
Other, net	662			—
Net cash provided by (used in) investing activities	793,349			(105,296		)

Net cash (used in) provided by investing activities							(102,313		)	112,735
Cash Flows used in Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable	663,479			1,297,440			290,000			—
Principal payments on mortgages, notes and loans payable	(1,466,675		)	(1,575,138		)	(154,624		)	(350,375		)
Deferred finance costs	(13,771		)	(2,138		)
Treasury stock purchases	—			(100,599		)	(71,105		)	—
Cash distributions to noncontrolling interests in consolidated real estate affiliates	(23,075		)	(53,888		)	(1,450		)	(954		)
Cash distributions paid to common stockholders	(503,599		)	(451,714		)	(424,656		)	(167,698		)
Cash distributions reinvested (DRIP) in common stock	601			—			547			170
Cash distributions paid to preferred stockholders	(11,951		)	(11,952		)	(3,984		)	(3,984		)
Cash distributions and redemptions paid to unit holders	(3,173		)	(1,471		)	(5,797		)	(1,233		)
Other, net	41,112			25,963			9,245			9,523
Net cash used in financing activities	(1,317,052		)	(873,497		)	(361,824		)	(514,551		)

Effect of foreign exchange rates on cash and cash equivalents							3,183			—
Net change in cash and cash equivalents	299,874			(211,801		)	(222,039		)	(163,796		)
Cash and cash equivalents at beginning of period	356,895			372,471			474,757			356,895
Cash and cash equivalents at end of period	$	656,769		$	160,670		$	252,718		$	193,099



	Years
Buildings and improvements	10 - 45
Equipment and fixtures	3 - 20
Tenant improvements	Shorter of useful life or applicable lease term


	Gross Asset		Accumulated Amortization			Net Carrying Amount		Gross Asset		Accumulated Amortization			Net Carrying Amount

As of September 30, 2016
As of March 31, 2017
Tenant leases:
In-place value	$	321,452	$	(219,077	)	$	102,375	$	286,795	$	(185,432	)	$	101,363

As of December 31, 2015
As of December 31, 2016
Tenant leases:
In-place value	$	409,637	$	(264,616	)	$	145,021	$	306,094	$	(214,111	)	$	91,983


Year	Amount		Amount
2016 Remaining	$	19,624
2017	63,906
2017 Remaining			$	46,119
2018	41,740		41,819
2019	25,970		26,050
2020	18,732		19,247
2021			14,275


(1)	Excludes a $13.1 million gain recognized in management fees and other corporate revenues on the divestiture of our investment in Seritage Growth Properties during the three months ended March 31, 2016.



Cash received from joint venture partner	$	813.9
Less: Proportionate share of previous investment in Fashion Show	(191.6		)
Gain from change in control of investment property	$	622.3



Gain on Sale of Interests in Ala Moana Center	25.0%			12.5%
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)	$	900.2		$	451.0
Joint venture partner share of debt	462.5			231.3
Total consideration	1,362.7			682.3
Less: JV partner proportionate share of investment in Ala Moana Center and estimated development costs	(714.0		)	(357.9		)
Total gain from changes in control of investment properties and other	648.7			—
Total Unconsolidated Real Estate Affiliates - gain on investment	—			324.4
Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing	584.4			295.9
Gain attributable to post-sale development activities through December 31, 2015	38.0			15.4
Gain attributable to post-sale development activities for the nine months ended September 30, 2016	12.7			6.5
Estimated future gain from changes in control of investment properties and other	13.6			—
Estimated future Unconsolidated Real Estate Affiliates - gain on investment	$	—		$	6.6



	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Provisions for impairment
Nine Months Ended September 30, 2016
Investments in real estate (1)	$	219,165	$	—	$	131,000	$	88,165	(73,039	)
(1) Refer to Note 2 for more information regarding impairment.



~~Unobservable Quantitative Input~~		~~Range~~
~~Discount rates~~		~~9.0% to 11.0%~~
~~Terminal capitalization rates~~		~~16.0% to 17.0%~~


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2016			2015			2016			2015			2017			2016
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1)
Revenues:
Minimum rents	$	278,396		$	264,333		$	800,167		$	742,168		$	295,867		$	258,122
Tenant recoveries	121,810			113,624			349,983			321,755			122,019			115,446
Overage rents	7,627			7,602			19,430			19,270			6,106			7,527
Condominium sales	91,788			—			445,434			—			96,987			282,838
Other	12,106			11,006			36,060			36,061			13,078			12,104
Total revenues	511,727			396,565			1,651,074			1,119,254			534,057			676,037

Expenses:
Real estate taxes	33,656			33,080			90,008			93,754			35,057			30,546
Property maintenance costs	9,767			9,373			30,116			32,316			11,489			10,995
Marketing	3,601			4,477			15,794			12,518			4,562			8,508
Other property operating costs	56,445			53,961			158,413			152,290			53,630			50,510
Condominium cost of sales	66,924			—			324,772			—			70,714			206,221
Provision for doubtful accounts	2,042			172			11,457			4,436			1,964			3,732
Property management and other costs (2)	17,477			15,859			50,946			46,731			18,460			16,907
General and administrative	482			952			1,777			9,415			573			273
Depreciation and amortization	126,408			99,475			347,267			293,387			122,491			109,281
Total expenses	316,802			217,349			1,030,550			644,847			318,940			436,973
Operating income	194,925			179,216			620,524			474,407			215,117			239,064

Interest income	2,692			1,837			6,792			5,399			2,729			1,899
Interest expense	(109,863		)	(100,766		)	(313,777		)	(294,132		)	(110,988		)	(101,018		)
Provision for income taxes	(215		)	(242		)	(589		)	(606		)	(278		)	(169		)
Equity in loss of unconsolidated joint ventures	(3,616		)	(13,252		)	(37,869		)	(22,466		)	(4,354		)	(32,437		)
Income from continuing operations	83,923			66,793			275,081			162,602			102,226			107,339
Allocation to noncontrolling interests	(22		)	(18		)	(96		)	(35		)	(24		)	(32		)
Net income attributable to the ventures	$	83,901		$	66,775		$	274,985		$	162,567		$	102,202		$	107,307

Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to the ventures	$	83,901		$	66,775		$	274,985		$	162,567		$	102,202		$	107,307
Joint venture partners’ share of income	(43,014		)	(31,676		)	(125,447		)	(78,240		)
Joint venture partners' share of income													(52,236		)	(40,459		)
Elimination of loss from consolidated real estate investment with interest owned through joint venture													1,052			—
Loss on retail investment													(10,212		)	—
Amortization of capital or basis differences	(5,236		)	(18,515		)	(21,779		)	(43,212		)	(7,592		)	(9,357		)


	September 30, 2016 (1)			Weighted-Average Interest Rate (2)		December 31, 2015 (3)		Weighted-Average Interest Rate (2)		March 31, 2017 (1)		Weighted-Average Interest Rate (2)		December 31, 2016 (3)			Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable ~~(4)~~	$	10,472,938		4.44	%	$	11,921,302	4.43	%	$	10,336,260	4.43	%	$	10,441,166		4.44	%
Total fixed-rate debt	10,472,938			4.44	%	11,921,302		4.43	%	10,336,260		4.43	%	10,441,166			4.44	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	1,996,391			2.34	%	1,991,022		2.08	%	1,999,548		2.62	%	1,997,978			2.45	%
Revolving credit facility (5)	(9,302		)	—		303,836		1.89	%	231,851		2.18	%	(8,726		)	—
Total variable-rate debt	1,987,089			2.34	%	2,294,858		2.05	%	2,231,399		2.57	%	1,989,252			2.45	%

Total Mortgages, notes and loans payable	$	12,460,027		4.11	%	$	14,216,160	4.05	%	$	12,567,659	4.10	%	$	12,430,418		4.12	%

Junior subordinated notes	$	206,200		2.21	%	$	206,200	1.77	%	$	206,200	2.49	%	$	206,200		2.34	%


	September 30, 2016				December 31, 2015				March 31, 2017				December 31, 2016
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value		Carrying Amount (2)		Estimated Fair Value
Fixed-rate debt	$	10,472,938	$	11,357,820	$	11,921,302	$	12,247,451	$	10,336,260	$	10,658,349	$	10,441,166	$	10,832,272
Variable-rate debt	1,987,089		1,992,723		2,294,858		2,304,551		2,231,399		2,232,824		1,989,252		1,990,458
	$	12,460,027	$	13,350,543	$	14,216,160	$	14,552,002	$	12,567,659	$	12,891,173	$	12,430,418	$	12,822,730


(1)	Includes net market rate adjustments of $26.7 million and deferred financing costs of $37.1 million.



	December 31, 2015
	Fair Value		Cost Basis		Unrealized Gain
Marketable securities:
Seritage Growth Properties	$	45,278	$	33,300	$	11,978


(1)	The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Fashion Show subsequent to the formation of the joint venture on July 29, 2016.


(2)	Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI.


(1)	Includes $26.7 million of market rate adjustments and $37.1 million of deferred financing costs.


(2)	Represents the weighted-average interest rates on our contractual principal balances.


(3)	Includes $27.8 million of market rate adjustments and $40.1 million of deferred financing costs.


(4)	$1.4 billion of the variable-rate balance is cross-collateralized.


(5)	Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.


	September 30, 2016 (1)		Weighted-Average Interest Rate	December 31, 2015 (2)		Weighted-Average Interest Rate		March 31, 2017 (1)		Weighted-Average Interest Rate		December 31, 2016 (2)		Weighted-Average Interest Rate
Unsecured debt:
Revolving credit facility	$	—	—	$	315,000	1.89	%	$	240,000	2.18	%	$	—	—
Total unsecured debt	$	—	—	$	315,000	1.89	%	$	240,000	2.18	%	$	—	—


(1)	Excludes deferred financing costs of $8.1 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.



Initial Warrant Holder	Number of Warrants	Initial Exercise Price
Brookfield - A	57,500,000	$	10.75
Brookfield - B	16,430,000	10.50
	73,930,000



		Exercise Price
Record Date	Issuable Shares	Brookfield - A		Brookfield - B
April 15, 2015	87,856,714	$	9.05	$	8.84
July 15, 2015	88,433,357	$	8.99	$	8.78
October 15, 2015	89,039,571	8.93		8.72
December 15, 2015	89,697,535	8.86		8.66
April 15, 2016	90,288,964	8.80		8.60
July 15, 2016	90,865,607	8.75		8.54



Balance at January 1, 2015	$	299,296
Net income	6,414
Distributions	(3,235		)
Redemption of GGPOP units	(1,471		)
Other comprehensive loss	(287		)
Fair value adjustment for noncontrolling interests in Operating Partnership	(22,339		)
Balance at September 30, 2015	$	278,378

Balance at January 1, 2016	$	287,627
Net income	5,608
Distributions	(3,078		)
Redemption of GGPOP units	(1,687		)
Other comprehensive loss	(4		)
Fair value adjustment for noncontrolling interests in Operating Partnership	2,377
Balance at September 30, 2016	$	290,843


(1)	The conversion price of Series B preferred units is lower than the GGP March 31, 2017 closing common stock price of $23.18; therefore, the March 31, 2017 common stock price of $23.18, and an additional conversion rate of 1.0397624 shares is used to calculate the Series B redemption value.



	Foreign currency translation			Net unrealized gains (losses) on other financial instruments			Reclassification adjustment for realized gains on available-for-sale securities included in net income		Total
Balance at July 1, 2015	$	(66,421	)	$	69		$	—	$	(66,352	)
Other comprehensive income (loss)	(19,673		)	16			8,572		(11,085		)
Balance at September 30, 2015	$	(86,094	)	$	85		$	8,572	$	(77,437	)

Balance at July 1, 2016	$	(69,251	)	$	120		$	—	$	(69,131	)
Other comprehensive income (loss)	(987		)	(16		)	—		(1,003		)
Balance at September 30, 2016	$	(70,238	)	$	104		$	—	$	(70,134	)



	2016				2015
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Stock options Outstanding at January 1,	18,162,700		$	17.51	19,744,224		$	17.36
Granted	91,261		26.07		267,253		29.15
Exercised	(2,699,998	)	14.34		(1,216,723	)	16.62
Forfeited	(224,247	)	20.00		(333,122	)	19.61
Expired	(15,608	)	17.91		(11,507	)	16.89
Stock options Outstanding at September 30,	15,314,108		$	18.09	18,450,125		$	17.54


(1)	Changes to prior year weighted average exercise price is due to adjustment of the strike price for the special dividend issued in 2016.


ITEM 2	~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS