GGP Reports Second Quarter 2013 Results

                   GGP Reports Second Quarter 2013 Results

FFO Per Share Increases 18.1%; Raises Full Year Guidance and Quarterly
Dividend

PR Newswire

CHICAGO, July 29, 2013

CHICAGO, July 29, 2013 /PRNewswire/ --General Growth Properties, Inc. (the
"Company") (NYSE: GGP) today reported results for the three and six months
ended June 30, 2013.

Financial Results

For the Three Months Ended June 30, 2013
Company Funds from Operations ("Company FFO") per share increased 18.1% to
$0.27 per diluted share from $0.23 per diluted share in the prior year
period. Company FFO increased 17.0% to $267 million from $228 million in the
prior year period.

Company Earnings Before Interest, Taxes, Depreciation and Amortization
("Company EBITDA") increased 5.2% to $503 million from $478 million in the
prior year period.

Net Operating Income for the mall portfolio ("Mall NOI") increased 6.7% to
$538 million from $504 million in the prior year period; comparable Net
Operating Income for the U.S. Regional Mall Portfolio ("Same Store NOI")
increased 6.8% to $514 million from $481 million in the prior year period.

Net income attributable to General Growth Properties, Inc., which is impacted
primarily by depreciation expense and a gain from change in control of
investment properties, was $209 million, or $0.21  per diluted share, as
compared to a net loss attributable to General Growth Properties, Inc. of $108
million, or $0.12 loss per diluted share, in the prior year period.

For the Six Months Ended June 30, 2013
Company FFO per share increased 15.8% to $0.52 per diluted share from $0.45
per diluted share in the prior year period. Company FFO increased 15.3% to
$518 million from $450 million in the prior year period.

Company EBITDA increased 5.5% to $999 million from $947 million in the prior
year period.

Mall NOI increased 6.0% to $1,070 million from $1,009 million in the prior
year period; Same Store NOI increased 5.2% to $1,019 million from $969 million
in the prior year period.

Net income attributable to General Growth Properties, Inc., which is impacted
primarily by depreciation expense, a gain from change in control of investment
properties and a non-cash accounting adjustment for outstanding warrants, was
$198 million, or $0.20  per diluted share, as compared to a net loss
attributable to General Growth Properties, Inc. of $306  million, or $0.33
loss per diluted share, in the prior year period.

Operational Highlights for the U.S. Regional Mall Portfolio

  oTenant sales increased 5.1% to $560 per square foot on a trailing 12-month
    basis.
  oMall leased percentage was 95.9% at quarter end, an increase of 160 basis
    points from June 30, 2012.
  oInitial rental rates for executed leases commencing in 2013 on a
    suite-to-suite basis increased 11.1%, or $6.25 per square foot, to $62.79
    per square foot when compared to the rental rate for expiring leases.

Financing Activities

Property-Level Debt
During the three months ended June 30, 2013, the Company obtained $690 million
($602 million at share) of property-level debt with a weighted-average
interest rate of 3.78% and weighted-average term-to-maturity of 9.4 years; the
prior loans had a weighted-average interest rate of 5.68% and a remaining
term-to-maturity of 1.5 years. The transactions generated approximately $159
million of net proceeds.

In addition, the Company obtained a $1.5 billion corporate loan secured by
cross-collateralized mortgages on 16 properties with a weighted-average
interest rate of LIBOR + 2.50% and a term-to-maturity of 3.0 years (with 2
one-year options); the prior loans secured by 16 properties had a
weighted-average interest rate of 3.98% and a remaining term-to-maturity of
3.3 years. The transaction generated approximately $182 million of net
proceeds.

Subsequent to June 30, 2013, the Company obtained an additional $690 million
($479 million at share) of property-level financings related to four
properties. The new mortgages have a weighted-average interest rate and term
of 3.99% and 10.9 years, respectively, as compared to a rate of 4.64% and a
remaining term-to-maturity of 3.2 years. The transactions generated
approximately $90 million of net proceeds to the Company.

Unsecured Notes
During the three months ended June 30, 2013, the Company redeemed $609 million
of its 6.75% unsecured notes due November 9, 2015 on May 1, 2013. In
connection with the repayment, the Company incurred $20.5 million of early
redemption fees. After repayment of the $609 million, the Company no longer
has any outstanding unsecured Rouse notes.

Investment Activities

Acquisitions
During the three months ended June 30, 2013, the Company acquired an
additional 50% interest in Quail Springs Mall, previously held in a joint
venture with JCP Realty, Inc. As a result the Company now owns 100% of the
mall.

Dispositions
During the three months ended June 30, 2013, the Company sold a 49.9% interest
in both The Grand Canal Shoppes and The Shoppes at the Palazzo. As a result
the Company now owns 50.1% of the combined properties in a newly formed joint
venture The Grand Canal Shoppes. Additionally, the Company disposed of a strip
center.

On July 29, 2013, the Company entered into separate agreements to sell its
ownership interests in Aliansce Shopping Centers S.A. (BM&FBOVESPA: ALSC3) to
the Canada Pension Plan Investment Board and Rique Empreendimentos e
Participacoes Ltda for approximately $690 million. The transaction is expected
to close in the third quarter subject to certain conditions.

Development
The Company has redevelopment activities under construction totaling
approximately $900 million of capital investment (at share), encompassing 24
properties including Ala Moana, Fashion Show and Glendale Galleria.

Dividends

Today the Company announced that its Board of Directors declared a third
quarter common stock dividend of $0.13 per share payable on October 29, 2013,
to stockholders of record on October 15, 2013, representing an increase of
$0.01 per share from the prior quarter.

The Board of Directors also declared a quarterly dividend on its 6.375% Series
A Cumulative Redeemable Preferred Stock of $0.3984 per share payable on
October 1, 2013 to stockholders of record on September 13, 2013.

Guidance

Company FFO for the year ending December 31, 2013, is expected to be $1.13 to
$1.15 per diluted share. Company FFO for the third quarter 2013 is expected to
be $0.26 to $0.28 per diluted share.

The following table provides a reconciliation of the range of estimated
diluted net income attributable to General Growth Properties, Inc. per share
to estimated diluted FFO per share and diluted Company FFO per share.

                             For the year ending      For the three months
                                                      ending
                             December 31, 2013
                                                      September 30, 2013
                             Low End      High End    Low End     High End
Company FFO per diluted      $1.13        $1.15       $0.26       $0.28
share
Mark-to-market of warrants   (0.04)       (0.04)      -           -
(1)
Loss on extinguishment of    (0.04)       (0.04)      -           -
debt (2)
Adjustments (3)              (0.11)       (0.11)      (0.04)      (0.04)
FFO                          0.94         0.96        0.22        0.24
Depreciation, including      (0.77)       (0.77)      (0.19)      (0.19)
share of joint ventures
Gain on sale of investments  0.22         0.22        -           -
and other (4)
Net income attributable to   0.39         0.41        0.03        0.05
common stockholders
Preferred stock dividends    0.02         0.02        -           -
Net income attributable to
General Growth Properties,   $0.41        $0.43       $0.03       $0.05
Inc.
(1) As a result of the modification to the warrants in Q1 2013, they are
classified as permanent equity effective March 28, 2013 and no longer required
to be marked-to-market.
(2) Fees incurred for the retirement of debt.
(3) Refer to the Supplemental Information package for the nature of
adjustments to reconcile FFO to Company FFO. The Supplemental Information
package is available in the Investors section of the Company's website at
www.ggp.com.
(4) Impact of gains from changes in control of investment properties.

The guidance estimate reflects management's view of current and future market
conditions, including assumptions with respect to rental rates, occupancy
levels and the earnings impact of the events referenced in this release and
previously disclosed. The guidance also reflects management's view of capital
market conditions. The estimates do not include possible future gains or
losses or the impact on operating results from other possible future property
acquisitions or dispositions or capital markets activity. Earnings per share
estimates may be subject to fluctuations as a result of several factors,
including any gains or losses associated with disposition activity. By
definition, FFO and Company FFO do not include real estate-related
depreciation and amortization, provisions for impairment, or gains or losses
associated with property disposition activities. This guidance is a
forward-looking statement and is subject to the risks and other factors
described elsewhere in this release.

Investor Conference Call

On Tuesday, July 30, 2013, the Company will host a conference call at 8:00
a.m. CDT (9:00 a.m. EDT). The conference call will be accessible by telephone
and through the Internet. Interested parties can access the call by dialing
877.845.1018 (international 707.287.9345). A live webcast of the conference
call will be available in listen-only mode in the Investors section at
www.ggp.com. Interested parties should access the conference call or website
10 minutes prior to the beginning of the call in order to register.

For those unable to listen to the call live, a replay will be available for
approximately two weeks after the conference call event. To access the replay,
dial 855.859.2056 (international 404.537.3406) conference ID 99216649.

Supplemental Information

The Company has prepared a supplemental information report available on
www.ggp.com in the Investors section. This information also has been furnished
with the Securities and Exchange Commission as an exhibit on Form 8-K.

Forward-Looking Statements

Certain statements made in this press release 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 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, retail 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.

General Growth Properties, Inc.

General Growth Properties, Inc. is a fully integrated, self-managed and
self-administered real estate investment trust focused exclusively on owning,
managing, leasing, and redeveloping regional malls throughout the United
States. GGP's portfolio is comprised of 123 regional malls in the United
States comprising approximately 128 million square feet of gross leasable
area. GGP is headquartered in Chicago, Illinois, and publicly traded on the
NYSE under the symbol GGP.

Investor Relations Contact: Media Contact:
Kevin Berry               David Keating
VP Investor Relations        VP Corporate Communications
(312) 960-5529               (312) 960-6325
kevin.berry@ggp.com         david.keating@ggp.com

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS

REAL ESTATE PROPERTY NET OPERATING INCOME (NOI) AND COMPANY NOI
The Company defines NOI as income from property operations after operating
expenses have been deducted, but prior to deducting financing, administrative
and income tax expenses. NOI has been reflected on a proportionate basis (at
the Company's ownership share). Other REITs may use different methodologies
for calculating NOI, and accordingly, the Company's NOI may not be comparable
to other REITs. Because NOI excludes general and administrative expenses,
interest expense, retail investment property impairment or non-recoverable
development costs, depreciation and amortization, gains and losses from
property dispositions, allocations to noncontrolling interests, provision for
income taxes, discontinued operations, preferred stock dividends and
extraordinary items, it provides a performance measure that, when compared
year over year, reflects the revenues and expenses directly associated with
owning and operating commercial real estate properties and the impact on
operations from trends in occupancy rates, rental rates and operating costs.

The Company utilizes Company NOI, which is NOI excluding non-cash and certain
non-comparable items such as straight-line rent and intangible asset and
liability amortization resulting from acquisition accounting. However, due to
the exclusions noted, Company NOI should only be used as an alternative
measure of the Company's financial performance. The Company presents Company
NOI, Company EBITDA and Company FFO (as defined below), as the Company
believes certain investors and other users of our financial information use
them as measures of the Company's historical operating performance.

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA) AND
COMPANY EBITDA
EBITDA is defined as net income (loss) attributable to common stockholders,
adjusted to exclude interest expense net of interest income, warrant
adjustment, income tax provision (benefit), discontinued operations,
allocations to noncontrolling interests, preferred stock dividends and
depreciation and amortization. EBITDA has been reflected on a proportionate
basis. Company EBITDA comprises EBITDA as defined immediately above and
excludes certain non-cash and certain non-recurring items such as our Company
NOI adjustments described above, provisions for impairment, strategic
initiatives and certain management and administration costs.

FUNDS FROM OPERATIONS ("FFO") AND COMPANY FFO
The Company determines FFO based upon the definition set forth by National
Association of Real Estate Investment Trusts ("NAREIT"). The Company
determines FFO to be our share of consolidated net income (loss) computed in
accordance with GAAP, excluding real estate related depreciation and
amortization, excluding gains and losses from extraordinary items, excluding
cumulative effects of accounting changes, excluding gains and losses from the
sales of, or any impairment charges related to, previously depreciated
operating properties, plus the allocable portion of FFO of unconsolidated
joint ventures based upon our economic ownership interest, and all determined
on a consistent basis in accordance with GAAP. As with our presentation of
NOI and EBITDA, FFO has been reflected on a proportionate basis.

The Company considers FFO a supplemental measure for equity REITs and a
complement to GAAP measures because it facilitates an understanding of the
operating performance of the Company's properties. FFO does not give effect
to real estate depreciation and amortization since these amounts are computed
to allocate the cost of a property over its useful life. Since values for
well-maintained real estate assets have historically increased or decreased
based upon prevailing market conditions, the Company believes that FFO
provides investors with a clearer view of the Company's operating
performance. As with our presentation of Company NOI and Company EBITDA,
Company FFO excludes from FFO certain items that are non-cash and certain
non-comparable items such as our Company NOI adjustments, Company EBITDA
adjustments and FFO items such as FFO from discontinued operations from the
spin-off of Rouse Properties, Inc., mark-to-market adjustments on debt and
gains on the extinguishment of debt, warrant liability adjustment, and
interest expense on debt repaid or settled, all as a result of our emergence,
acquisition accounting and other capital contribution or restructuring events.

RECONCILIATIONS OF NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES TO GAAP FINANCIAL
MEASURES
The Company presents EBITDA and FFO as they are financial measures widely used
in the REIT industry. In order to provide a better understanding of the
relationship between our non-GAAP Supplemental Financial measures of NOI,
Company NOI, EBITDA, Company EBITDA, FFO and Company FFO, reconciliations have
been provided as follows: a reconciliation of NOI and Company NOI to GAAP
Operating Income (loss); a reconciliation of EBITDA and Company EBITDA to GAAP
net income (loss) attributable to General Growth Properties, Inc.; a
reconciliation of Company FFO and FFO to GAAP net income (loss) attributable
to General Growth Properties, Inc. has been provided. None of our non-GAAP
Supplemental Financial measures represents cash flow from operating activities
in accordance with GAAP, none should be considered as an alternative to GAAP
net income (loss) attributable to General Growth Properties, Inc. and none are
necessarily indicative of cash available to fund cash needs. In addition, the
Company has presented such financial measures on a consolidated and
unconsolidated basis (at the Company's ownership share) as the Company
believes that given the significance of the Company's operations that are
owned through investments accounted for on the equity method of accounting,
the detail of the operations of the Company's unconsolidated properties
provides important insights into the income and FFO produced by such
investments for the Company as a whole.^

FINANCIAL OVERVIEW
Consolidated Statements of Operations ^1
(In thousands, except per share)
                            Three Months Ended        Six Months Ended
                            June 30,     June 30,     June 30,     June 30,
                            2013         2012         2013         2012
Revenues:
Minimum rents               $         $         $         $   
                            394,047     382,336     797,357     759,921
Tenant recoveries           178,651      176,194      366,355      351,059
Overage rents               6,415        8,099        17,894       21,184
Management fees and other   17,307       21,652       33,239       37,823
corporate revenues
Other                       16,809       18,174       36,077       32,971
Total revenues              613,229      606,455      1,250,922    1,202,958
Expenses:
Real estate taxes           55,730       56,995       124,984      112,656
Property maintenance costs  15,425       18,692       39,246       39,216
Marketing                   5,762        7,234        12,281       13,972
Other property operating    87,685       92,808       176,935      179,461
costs
Provision for (Recovery     766          (709)        2,556        1,458
from) doubtful accounts
Property management and     41,568       38,698       81,923       80,238
other costs
General and administrative  13,124       11,046       24,057       21,556
Depreciation and            191,327      188,193      386,755      394,977
amortization
Total expenses              411,387      412,957      848,737      843,534
Operating income            201,842      193,498      402,185      359,424
Interest income             429          875          1,149        1,536
Interest expense            (193,274)    (183,311)    (388,657)    (394,066)
Warrant liability           -            (146,588)    (40,546)     (289,700)
adjustment
Gains from changes in
control of investment       219,784      18,547       219,784      18,547
properties
Loss on extinguishment of   (27,159)     -            (36,478)     -
debt
Income (Loss) before
income taxes, equity in
income of Unconsolidated
Real Estate Affiliates,     201,622      (116,979)    157,437      (304,259)
discontinued operations,
noncontrolling interests
and preferred stock
dividends
Provision for income taxes  (1,382)      (1,709)      (1,523)      (3,104)
Equity in income of
Unconsolidated Real Estate  13,987       11,843       27,181       17,795
Affiliates
Equity in income of
Unconsolidated Real Estate  -            -            3,448        -
Affiliates - gain on
investment
Income (loss) from          214,227      (106,845)    186,543      (289,568)
continuing operations
Discontinued operations:
(Loss) income from
discontinued operations,    (304)        499          (7,252)      (11,023)
including gains (losses)
on dispositions
Gain on extinguishment of   -            -            25,894       -
debt
Discontinued operations,    (304)        499          18,642       (11,023)
net
Net income (loss)           213,923      (106,346)    205,185      (300,591)
Allocation to               (4,548)      (1,590)      (7,336)      (4,957)
noncontrolling interests
Net income (loss)           209,375      (107,936)    197,849      (305,548)
attributable to GGP
Preferred stock dividends   (3,984)      -            (6,109)      -
Net income (loss)           $         $          $         $  
attributable to common      205,391     (107,936)    191,740     (305,548)
stockholders
Basic Income (Loss) Per
Share:
Continuing operations       $       $       $       $     
                              0.22     (0.12)        0.18     (0.32)
Discontinued operations     -            -            0.02         (0.01)
Total basic income (loss)   $       $       $       $     
per share                     0.22     (0.12)        0.20     (0.33)
Diluted Income (Loss) Per
Share:
Continuing operations       $       $       $       $     
                              0.21     (0.12)        0.18     (0.32)
Discontinued operations     -            -            0.02         (0.01)
Total diluted income        $       $       $       $     
(loss) per share              0.21     (0.12)        0.20     (0.33)
^1 Amounts presented in accordance with GAAP.

^


FINANCIAL OVERVIEW
Consolidated Balance Sheets ^1
(In thousands)
                                             June 30, 2013   December 31, 2012
Assets:
Investment in real estate:
   Land                                      $  4,264,410  $       
                                                             4,278,471
   Buildings and equipment                   17,937,639      18,806,858
   Less accumulated depreciation             (1,596,485)     (1,440,301)
   Construction in progress                  336,388         376,529
        Net property and equipment           20,941,952      22,021,557
   Investment in and loans to/from           2,963,892       2,865,871
   Unconsolidated Real Estate Affiliates
        Net investment in real estate        23,905,844      24,887,428
Cash and cash equivalents                    704,918         624,815
Accounts and notes receivable, net           254,050         260,860
Deferred expenses, net                       188,314         179,837
Prepaid expenses and other assets            1,091,310       1,329,465
        Total assets                         $ 26,144,436   $      
                                                             27,282,405
Liabilities:
Mortgages, notes and loans payable           $ 15,463,928   $      
                                                             15,966,866
Investment in and loans to/from              16,387          -
Unconsolidated Real Estate Affiliates
Accounts payable and accrued expenses        951,849         1,212,231
Dividend payable                            119,742         103,749
Deferred tax liabilities                     27,064          28,174
Tax indemnification liability                303,586         303,750
Junior Subordinated Notes                    206,200         206,200
Warrant liability                            -               1,488,196
        Total liabilities                    17,088,756      19,309,166
Redeemable noncontrolling interests:
   Preferred                                 136,087         136,008
   Common                                   127,509         132,211
        Total redeemable noncontrolling      263,596         268,219
        interests
Equity:
   Preferred stock                           242,042         -
   Stockholders' equity                      8,467,096       7,621,698
   Noncontrolling interests in consolidated  82,946          83,322
   real estate affiliates
        Total equity                         8,792,084       7,705,020
        Total liabilities and equity         $ 26,144,436   $      
                                                             27,282,405
^1 Presented in accordance with GAAP.



PROPORTIONATE FINANCIAL STATEMENTS
Company NOI, EBITDA and FFO
For the Three Months Ended June 30, 2013 and 2012
(In thousands)
                Three Months Ended June 30, 2013                                                Three Months Ended June 30, 2012
                Consolidated Noncontrolling Unconsolidated Proportionate Adjustments Company    Consolidated Noncontrolling Unconsolidated Proportionate Adjustments Company
                Properties   Interests      Properties                                          Properties   Interests      Properties
Property
revenues:
Minimum rents   $         $        $         $         $      $          $         $        $        $         $      $
                394,047     (3,643)       104,799        495,203      4,773      499,976   382,336     (2,969)       99,844        479,211      5,452      484,663
Tenant          178,651      (1,169)        40,634         218,116       -           218,116    176,194      (1,036)        35,521         210,679       -           210,679
recoveries
Overage rents   6,415        (38)           2,945          9,322         -           9,322      8,099        (66)           2,486          10,519        -           10,519
Other revenue   16,809       (98)           9,241          25,952        -           25,952     17,264       (84)           1,684          18,864        -           18,864
Total
property        595,922      (4,948)        157,619        748,593       4,773       753,366    583,893      (4,155)        139,535        719,273       5,452       724,725
revenues
Property
operating
expenses:
Real estate     55,730       (530)          12,927         68,127        (1,578)     66,549     56,995       (515)          11,610         68,090        (1,578)     66,512
taxes
Property
maintenance     15,425       (96)           3,735          19,064        -           19,064     18,692       (90)           3,818          22,420        -           22,420
costs
Marketing       5,762        (45)           1,668          7,385         -           7,385      7,234        (67)           1,645          8,812         -           8,812
Other property
operating       87,685       (557)          25,881         113,009       (1,391)     111,618    92,808       (521)          23,653         115,940       (1,430)     114,510
costs
Provision for
(Recovery       766          (6)            310            1,070         -           1,070      (709)        5              8              (696)         -           (696)
from) doubtful
accounts
Total property
operating       165,368      (1,234)        44,521         208,655       (2,969)     205,686    175,020      (1,188)        40,734         214,566       (3,008)     211,558
expenses
NOI             $         $        $         $         $      $          $         $        $        $         $      $
                430,554     (3,714)       113,098        539,938      7,742      547,680   408,873     (2,967)       98,801        504,707      8,460      513,167
Management
fees and other  17,307       -              1,764          19,071        -           19,071     21,652       -              2,290          23,942        -           23,942
corporate
revenues
Property
management and  (41,568)     153            (6,221)        (47,636)      (424)       (48,060)   (38,698)     117            (5,806)        (44,387)      (424)       (44,811)
other costs
NOI after net
property        $         $        $         $         $      $          $         $        $        $         $      $
management      406,293     (3,561)       108,641        511,373      7,318      518,691   391,827     (2,850)       95,285        484,262      8,036      492,298
costs
General and     (13,124)     -              (2,665)        (15,789)      -           (15,789)   (11,046)     -              (3,107)        (14,153)      -           (14,153)
administrative
EBITDA          $         $        $         $         $      $          $         $        $        $         $      $
                393,169     (3,561)       105,976        495,584      7,318      502,902   380,781     (2,850)       92,178        470,109      8,036      478,145
Depreciation
on non-income   (3,021)      -              -              (3,021)       -           (3,021)    (2,022)      -              -              (2,022)       -           (2,022)
producing
assets
Interest        429          -              1,578          2,007         -           2,007      875          (2)            1,118          1,991         -           1,991
income
Preferred unit  (2,336)      -              -              (2,336)       -           (2,336)    (2,336)      -              -              (2,336)       -           (2,336)
distributions
Preferred
stock           (3,984)      -              -              (3,984)       -           (3,984)    -            -              -              -             -           -
dividends
Interest
expense:
Default         -            -              -              -             -           -          (1,144)      -              -              (1,144)       1,144       -
interest
Mark-to-market
adjustments on  (4,143)      (93)           (78)           (4,314)       4,314       -          5,718        (105)          894            6,507         (6,507)     -
debt
Write-off of
mark-to-market
adjustments on  (4,618)      -              -              (4,618)       4,618       -          23,884       1              -              23,885        (23,885)    -
extinguished
debt
Debt
extinguishment  -            -              -              -             -           -          (9)          -              (4)            (13)          13          -
expenses
Interest on     (184,513)    1,123          (45,183)       (228,573)     -           (228,573)  (211,760)    926            (39,596)       (250,430)     -           (250,430)
existing debt
Warrant
liability       -            -              -              -             -           -          (146,588)    -              -              (146,588)     146,588     -
adjustment
Loss on
extinguishment  (27,159)     -              -              (27,159)      27,159      -          -            -              -              -             -           -
of debt
Provision for   (1,382)      18             (70)           (1,434)       881         (553)      (1,709)      16             (111)          (1,804)       1,345       (459)
income taxes
FFO from
discontinued    154          -              -              154           62          216        4,003        -              -              4,003         (1,027)     2,976
operations
                162,596      (2,513)        62,223         222,306       44,352      266,658    49,693       (2,014)        54,479         102,158       125,707     227,865
Equity in FFO
of
Unconsolidated  59,710       2,513          (62,223)       -             -           -          52,465       2,014          (54,479)       -             -           -
Properties and
Noncontrolling
Interests
FFO             $         $        $        $         $      $          $         $        $        $         $      $
                222,306           -       -  222,306           - 266,658   102,158           -       -  102,158           - 227,865



PROPORTIONATE FINANCIAL STATEMENTS
Company NOI, EBITDA and FFO
For the Six Months Ended June 30, 2013 and 2012
(In thousands)
                Six Months Ended June 30, 2013                                                   Six Months Ended June 30, 2012
                Consolidated Noncontrolling Unconsolidated Proportionate Adjustments Company     Consolidated Noncontrolling Unconsolidated Proportionate Adjustments Company
                Properties   Interests      Properties                                           Properties   Interests      Properties
Property
revenues:
Minimum rents   $         $        $         $         $       $           $         $        $         $         $       $  
                797,357     (7,049)       201,489        991,797      12,098      1,003,895  759,921     (5,353)       196,387        950,955      11,727      962,682
Tenant          366,355      (2,354)        77,455         441,456       -           441,456     351,059      (2,145)        72,746         421,660       -           421,660
recoveries
Overage rents   17,894       (112)          7,251          25,033        -           25,033      21,184       (117)          6,122          27,189        -           27,189
Other revenue   36,077       (192)          18,282         54,167        -           54,167      32,059       (162)          7,264          39,161        -           39,161
Total
property        1,217,683    (9,707)        304,477        1,512,453     12,098      1,524,551   1,164,223    (7,777)        282,519        1,438,965     11,727      1,450,692
revenues
Property
operating
expenses:
Real estate     124,984      (1,053)        25,479         149,410       (3,156)     146,254     112,656      (1,017)        23,514         135,153       (3,156)     131,997
taxes
Property
maintenance     39,246       (183)          7,865          46,928        -           46,928      39,216       (186)          8,336          47,366        -           47,366
costs
Marketing       12,281       (117)          3,175          15,339        -           15,339      13,972       (138)          3,280          17,114        -           17,114
Other property
operating       176,935      (1,091)        51,404         227,248       (2,770)     224,478     179,461      (1,067)        50,261         228,655       (2,859)     225,796
costs
Provision for
doubtful        2,556        (48)           1,235          3,743         -           3,743       1,458        24             265            1,747         -           1,747
accounts
Total property
operating       356,002      (2,492)        89,158         442,668       (5,926)     436,742     346,763      (2,384)        85,656         430,035       (6,015)     424,020
expenses
NOI             $         $        $         $           $       $           $         $        $         $           $       $
                861,681     (7,215)       215,319        1,069,785    18,024      1,087,809  817,460     (5,393)       196,863        1,008,930    17,742      1,026,672
Management
fees and other  33,239       -              3,650          36,889        -           36,889      37,823       -              3,817          41,640        -           41,640
corporate
revenues
Property
management and  (81,923)     305            (12,290)       (93,908)      (848)       (94,756)    (80,238)     274            (12,017)       (91,981)      (848)       (92,829)
other costs
NOI after net
property        $         $        $         $           $       $           $         $        $         $         $       $  
management      812,997     (6,910)       206,679        1,012,766    17,176      1,029,942  775,045     (5,119)       188,663        958,589      16,894      975,483
costs
General and     (24,057)     -              (6,831)        (30,888)      -           (30,888)    (21,556)     15             (6,533)        (28,074)      -           (28,074)
administrative
EBITDA          $         $        $         $         $       $         $         $        $         $         $       $  
                788,940     (6,910)       199,848        981,878      17,176      999,054     753,489     (5,104)       182,130        930,515      16,894      947,409
Depreciation
on non-income   (6,115)      -              -              (6,115)       -           (6,115)     (3,725)      -              -              (3,725)       -           (3,725)
producing
assets
Interest        1,149        (1)            3,186          4,334         -           4,334       1,536        (2)            1,824          3,358         -           3,358
income
Preferred unit  (4,671)      -              -              (4,671)       -           (4,671)     (7,769)      -              -              (7,769)       3,098       (4,671)
distributions
Preferred
stock           (6,109)      -              -              (6,109)       -           (6,109)     -            -              -              -             -           -
dividends
Interest
expense:
Default         (1,306)      -              -              (1,306)       1,306       -           (2,288)      -              (309)          (2,597)       2,597       -
interest
Mark-to-market
adjustments on  (7,981)      (184)          82             (8,083)       8,083       -           9,605        (185)          1,439          10,859        (10,859)    -
debt
Write-off of
mark-to-market
adjustments on  2,587        -              -              2,587         (2,587)     -           22,962       1              -              22,963        (22,963)    -
extinguished
debt
Debt
extinguishment  -            -              -              -             -           -           (186)        -              (4)            (190)         190         -
expenses
Interest on     (381,957)    2,249          (87,446)       (467,154)     -           (467,154)   (424,159)    2,380          (78,141)       (499,920)     -           (499,920)
existing debt
Warrant
liability       (40,546)     -              -              (40,546)      40,546      -           (289,700)    -              -              (289,700)     289,700     -
adjustment
Loss on
extinguishment  (36,478)     -              -              (36,478)      36,478      -           -            -              -              -             -           -
of debt
Provision for   (1,523)      35             (151)          (1,639)       541         (1,098)     (3,104)      32             (214)          (3,286)       2,185       (1,101)
income taxes
FFO from
discontinued    24,856       -              -              24,856        (24,664)    192         16,064       -              -              16,064        (7,830)     8,234
operations
                330,846      (4,811)        115,519        441,554       76,879      518,433     72,725       (2,878)        106,725        176,572       273,012     449,584
Equity in FFO
of
Unconsolidated  110,708      4,811          (115,519)      -             -           -           103,847      2,878          (106,725)      -             -           -
Properties and
Noncontrolling
Interests
FFO             $         $        $        $         $      $         $         $        $        $         $      $  
                441,554           -       -  441,554           - 518,433     176,572           -       -  176,572           - 449,584



PROPORTIONATE FINANCIAL STATEMENTS
Reconciliation of Non-GAAP to GAAP Financial Measures
(In thousands)
                                    Three Months Ended   Six Months Ended
                                    June 30,  June 30,   June 30,   June 30,
                                    2013      2012       2013       2012
Reconciliation of Company NOI to
GAAP Operating Income
Company NOI:                        $      $       $         $ 
                                    547,680  513,167   1,087,809 1,026,672
 Adjustments for minimum rents,
 real estate taxes and other        (7,742)   (8,460)    (18,024)   (17,742)
 property operating costs
 Proportionate NOI                  539,938   504,707    1,069,785  1,008,930
 Unconsolidated Properties          (113,098) (98,801)   (215,319)  (196,863)
 Consolidated Properties            426,840   405,906    854,466    812,067
Management fees and other           17,307    21,652     33,239     37,823
corporate revenues
Property management and other       (41,568)  (38,698)   (81,923)   (80,238)
costs
General and administrative          (13,124)  (11,046)   (24,057)   (21,556)
Depreciation and amortization       (191,327) (188,193)  (386,755)  (394,977)
Noncontrolling interest in
operating income of Consolidated    3,714     3,877      7,215      6,305
Properties and other
Operating income                    $      $       $       $   
                                    201,842  193,498   402,185   359,424
Reconciliation of Company EBITDA
to GAAP Net Income (Loss)
Attributable to GGP
Company EBITDA                      $      $       $       $   
                                    502,902  478,145   999,054   947,409
 Adjustments for minimum rents,
 property operating expenses and    (7,318)   (8,036)    (17,176)   (16,894)
 property management and other
 costs
 Proportionate EBITDA               495,584   470,109    981,878    930,515
 Unconsolidated Properties          (105,976) (92,178)   (199,848)  (182,130)
 Consolidated Properties            389,608   377,931    782,030    748,385
Depreciation and amortization       (191,327) (188,193)  (386,755)  (394,977)
Noncontrolling interest in NOI of   3,714     3,877      7,215      6,305
Consolidated Properties
Interest income                     429       875        1,149      1,536
Interest expense                    (193,274) (183,311)  (388,657)  (394,066)
Warrant liability adjustment        -         (146,588)  (40,546)   (289,700)
Provision for income taxes          (1,382)   (1,709)    (1,523)    (3,104)
Equity in income of Unconsolidated  13,987    11,843     27,181     17,795
Real Estate Affiliates
Equity in income of Unconsolidated
Real Estate Affiliates - gain on    -         -          3,448      -
investment
Discontinued operations             (304)     499        18,642     (11,023)
Gains from changes in control of    219,784   18,547     219,784    18,547
investment properties
Loss on extinguishment of debt      (27,159)  -          (36,478)   -
Allocation to noncontrolling        (4,701)   (1,707)    (7,641)    (5,246)
interests
Net income (loss) attributable to   $      $        $       $  
GGP                                 209,375  (107,936)  197,849   (305,548)
Reconciliation of Company FFO to
GAAP Net Income (Loss)
Attributable to GGP
Company FFO                         $      $       $       $   
                                    266,658  227,865   518,433   449,584
 Adjustments for minimum rents,
 property operating expenses and
 property management and other
 costs, market rate adjustments,    (44,352)  (125,707)  (76,879)   (273,012)
 debt extinguishment, income taxes
 and FFO from discontinued
 operations
 Proportionate FFO                  222,306   102,158    441,554    176,572
Depreciation and amortization of    (236,745) (231,287)  (475,794)  (484,814)
capitalized real estate costs
Gains from changes in control of    219,784   18,547     219,784    18,547
investment properties
Preferred stock dividends           3,984     -          6,109      -
Gains on sales of investment        (242)     3,228      9,495      5,329
properties
Noncontrolling interests in
depreciation of Consolidated        1,788     1,973      3,557      3,729
Properties
Provision for impairment excluded
from FFO of discontinued            -         -          (4,975)    (10,393)
operations
Redeemable noncontrolling           (1,483)   833        (1,403)    2,151
interests
Depreciation and amortization of    (17)      (3,388)    (478)      (16,669)
discontinued operations
Net income (loss) attributable to   $      $        $       $  
GGP                                 209,375  (107,936)  197,849   (305,548)
Reconciliation of Equity in NOI of
Unconsolidated Properties to GAAP
Equity in Income of Unconsolidated
Real Estate Affiliates
Equity in Unconsolidated
Properties:
 NOI                                $      $      $       $   
                                    113,098  98,801    215,319   196,863
 Net property management fees and   (4,457)   (3,516)    (8,640)    $    
 costs                                                              (8,200)
 General and administrative and     (2,665)   (3,107)    (6,831)    (6,533)
 provisions for impairment
 EBITDA                             105,976   92,178     199,848    182,130
 Net interest expense               (43,683)  (37,588)   (84,178)   (75,191)
 Provision for income taxes         (70)      (111)      (151)      (214)
FFO of Unconsolidated Properties    62,223    54,479     115,519    106,725
Depreciation and amortization of    (48,439)  (45,117)   (95,155)   (93,562)
capitalized real estate costs
Equity in income of Unconsolidated
Real Estate Affiliates - gain on    -         -          (3,448)    -
investment
Other, including gain on sales of   203       2,481      10,265     4,632
investment properties
Equity in income of Unconsolidated  $     $      $      $    
Real Estate Affiliates              13,987   11,843    27,181    17,795



SOURCE General Growth Properties, Inc.

Website: http://www.ggp.com