2 0 1 3 A N N U A L R E P O R T

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Our mission is to own and operate best-in-class retail properties that provide an outstanding environment and experience for our Communities, Retailers, Employees, Consumers and Shareholders.

2 3

FINANCIAL HIGHLIGHTS

Total property revenues

Total property operating expenses

Net operating income (NOI)

EBITDA

Funds From Operations (FFO)

Same store NOI

Total equity capitalization

Total capitalization

Common Stock Price at December 31

Cash dividends per share

$3,021,034

$832,423

$2,188,611

$2,015,379

$1,147,671

$2,111,519

$18,384,702

$37,049,610

$20.07

$0.51

$2,908,556

$824,257

$2,084,299

$1,932,008

$991,716

$1,992,893

$20,230,604

$40,228,494

$19.85

$0.42

2013 2012

Amounts represent GGP’s pro rata share. Net operating income, EBITDA and FFO are non-GAAP financial measures. Reconciliations to the most comparable GAAP measure are included in the Form 10-K, included herein. Amounts in thousands, except per share amounts.

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Today, GGP is a pure-play owner of high-quality

regional malls in the U.S. This is the result of our strict

adherence to our mission to own and operate best-

in-class retail properties that provide an outstanding

environment and experience for our Communities,

Retailers, Employees, Consumers and Shareholders.

It is also the result of our employees’ commitment to

GGP’s five core values: High Performance, Attitude,

Do the Right Thing, Together and Own It. We believe

an organization can achieve and exceed its goals by

having a winning culture.

PORTFOLIO OVERVIEW

Since 2010, we have significantly pruned our portfolio

by selling or otherwise disposing of malls, office

properties, retail strip centers and non-U.S. investments

that do not fit within our asset focus. We constantly

review our portfolio to identify opportunities to recycle

capital from lower-growth into higher-growth assets.

Our efforts to decrease the size of our portfolio have,

in turn, increased the quality of our earnings. In 2013,

approximately 96% of our total net operating income

was generated from our shopping malls, compared

to 85% in 2010.

Our regional mall portfolio today consists of several

of the most valuable retail properties in the U.S. We

own 95 of the 463 highest quality shopping malls

DEAR SHAREHOLDER,

GLENDALE GALLERIA

A Smaller, High-Quality Portfolio(a)

U.S. Malls

Other properties

Creates Greater Earnings Quality(b)

U.S. Mall NOI - % of total NOI

169

72

85%

120

19

96%

2010 2013

a) Figures for 2010 are as of December 31, 2010. Figures for 2013 are as of December 31, 2013.b) Figures for 2010 are based on full year 2010 Company NOI. Figures for 2013 are based on full

year 2013 Company NOI.

6 7

in the U.S. (approximately 20%), which provides us

with a valuable large-scale retail property platform.

These 95 high-quality shopping malls account for

approximately 85% of our total net operating income.

Our mall portfolio contains flagship assets such as Ala

Moana Center in Hawaii, a retail destination for more

than 42 million shoppers a year; Glendale Galleria in

Los Angeles, where Apple opened one of its first retail

stores in 2001; Fashion Show in Las Vegas, the only

traditional mall on the Vegas Strip; and Water Tower

Place on Michigan Avenue in Chicago, one of the

country’s most successful vertical shopping malls.

FINANCIAL RESULTS

In 2013, GGP’s Funds from Operations per share

increased more than 18% to $1.16 per diluted share(1)

and was $50 million higher than our initial guidance

for the year. We reported a higher than expected level

of same store net operating income growth of 6.0%,

driven primarily by higher permanent occupancy,

positive suite-to-suite rent spreads and operational

efficiencies. Total earnings before interest, taxes,

depreciation and amortization increased 4.3%(1) and

funds from operations increased 15.7%(1) compared

to 2012. As a result of our earnings growth, we

increased our quarterly dividend three times, resulting

in a 27% total increase (from 11 cents paid in the first

quarter 2013 to 14 cents paid in the first quarter 2014).

We have refinanced 100 properties totaling $16.3

billion at share. In addition, we have used financing

proceeds to repay corporate unsecured bonds and

invest in the portfolio through development activities,

opportunistic acquisitions, and stock repurchases.

Today, the remaining average term to maturity of our

debt is the longest in our sector at more than seven

years, and our debt is comprised primarily of fixed rate,

property-secured loans.

Overall, total leverage is approximately 50% of the

total enterprise value. Our relatively long maturity

schedule is by design; it ensures that we will not face

an inordinate amount of debt in any given year. We

believe our general financing policy to obtain single

property mortgages at a fixed rate with no corporate

recourse has resulted in a strong balance sheet with

relatively low risk. Our net debt-to-EBITDA ratio has

decreased from 11 in early 2011 to less than 9. If

the ratio reflected the time value of our long debt

maturity schedule, our net debt-to-EBITDA ratio would

be less than 5(2).

Capping these financial accomplishments, in

December 2013, GGP was added to Standard &

Poor’s 500 Index. We are proud of this honor, which

recognizes our progress.

Our expectations for 2014 are based on the following:

· increasing permanent occupancy to 93%;

· same store NOI growth of 4% to 4.5%;

· approximately 4% EBITDA growth; and

· low double-digit FFO per share growth.

(1) Amounts represent GGP’s pro rata share. FFO and EBITDA are non-GAAP financial measures. Reconciliations to the most comparable GAAP measure are included in the attached Form 10-K filed with the SEC on February 21, 2014, our supplemental information report for the three and 12 months ended December 31, 2013, and our earnings press release dated February 3, 2014.

(2) This ratio is based on the net present value of debt as of December 31, 2013, of approximately $9.9 billion, calculated by applying an 8% discount rate to maturing debt and expected EBITDA for 2014 of approximately $2.1 billion.

a) Source: GGP Supplemental Information as of December 31, 2013. Total mall portfolio of 120 malls includes one mall currently undergoing redevelopment and is therefore excluded from metrics.

b) Comparative rolling twelve month sales for mall stores less than 10,000 square feet.

c) % based on full year 2013 NOI.

72%

13%

15%

100%

QUALITY GRADE

A

B+

B

$660

400

370

$564

SALES PSF(b)

% OF MALL NOI(c)

73

22

25

120

MALLS(a)

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2026+

2025

$0.2

$0.5 $0.9

$1.7

$2.1

$1.0

$2.0

$3.0

$1.6

$1.9

$0.9 $1.0

$0.4

DEBT MATURITY LADDER ($ BILLIONS)

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DEVELOPMENT

At the end of 2013 we had $2.1 billion of

developments: $285 million opened; $968 million

under construction; and $895 million in the

pipeline. These developments are expected to

generate 9% to 11% unlevered first-year stabilized

cash-on-cost returns.

The expansion and renovation of Ala Moana

Center in Honolulu, Hawaii, our flagship property, is

our largest development project. Bloomingdale’s

and Nordstrom will anchor 300,000 square feet of

new inline retail for a total of 650,000 square feet of

new retail space.

Glendale Galleria in Glendale, California, is one of

our largest completed projects to date. We took a

low-performing wing of the mall with a vacant anchor

store and transformed the entire center by, among

other improvements, adding a 110,000 square foot

flagship Bloomingdale’s that has a Gucci and a

Louis Vuitton store-within-a-store. We completed the

redevelopment on budget and on time, before the

2013 holiday shopping season, and will meet our

double-digit projected returns.

INDUSTRY PERSPECTIVES

Consumer confidence and low unemployment levels

are critical to the overall health of the U.S. economy,

the shopping mall industry, and the success of the

retailers within our centers. Educated consumers in

the U.S. (defined as those with bachelor’s degrees)

have a 3.7% unemployment rate, and their spending

patterns are less sensitive to macro-economic trends.

These educated consumers generally shop at high-

quality malls, as evidenced by the continued sales

growth within our portfolio.

The U.S. is experiencing real economic growth that

is creating opportunities throughout the country.

Overall consumer confidence has improved steadily

since mid-2011 as total employment has increased

and, today, it has returned to near pre-recession

levels. Coming out of the recession, consumers

generally spent more on non-durable goods, which

led to relatively high retail sales. In 2013, consumers

redirected spending to durable goods, such as

automobiles and home improvement items, which

resulted in moderate sales in other retail categories.

Within the GGP portfolio, total sales in 2013 were $564

per square foot, 22% higher than the last peak in

2007, and 39% higher than the low in 2009. Looking

forward, we expect total retail sales to grow in step

with the economy and retail sales at high-quality

retail properties to do slightly better.

As the shopping center industry evolves, existing

retailers are expanding their footprints and incubating

new concepts. An example is Pink from Victoria’s

Secret. Between 2007 and 2012, Victoria’s Secret

increased its selling square footage by 50% to an

average store size of more than 7,600 square feet.

It also incubated its Pink concept, transforming it

into a free-standing store. Foot Locker has grown to

incorporate House of Hoops. J Crew has Mercantile,

and Kate Spade unveiled Saturday.

Fast fashion continues to grow. H&M, Uniqlo and

Zara are increasing their store count. Abercrombie is

evolving its Hollister brand into a fast fashion retailer.

Lifestyle retailers Michael Kors and Kate Spade are

becoming leaders in their category because they

connect with their customer. Clothing designer

Vince, a recent IPO, is on a growth trajectory.

Restaurants and entertainment venues are

expanding: BJ’s Restaurant and Brewhouse plans to

open up to 19 new locations this year; Bar Louie plans

25 openings; Yard House is currently opening 50

locations and plans to reach 200 nationwide; Dave &

Buster’s plans to increase store count by 10% annually

until it doubles the current count to 150; and Seasons

52 and Perry’s Steakhouse have expansion plans. The

common theme among these companies – they all

desire to be in high-quality malls.

The shopping mall sector in the U.S. is a mature

industry, having grown significantly from its roots in

the early 1960s. The founders of GGP were significant

contributors to and visionaries in the development

of the industry. The industry has adapted to and

overcome perceived threats over time, whether

CONSUMER CONFIDENCE

57.1

81.6

60.0

70.0

80.0

90.0

100.0

2008 2009 2010 2011 2012 2013 FEB 2014

$50,000

$48,000

$46,000

$44,000

$42,000

$40,000

$38,000

2008 2009 2010 2011 2012

MSAsWITHGGPMALLS

U.S.MSAs

PER-CAPITA INCOME OF GGP MARKETS

GGP’s retail properties serve 84 U.S. Metropolitan Areas, which are comprised of residents with per-capita incomes that consistently outpace the U.S. average per-capita income. Source: Bureau of Economic Analysis 2008 – 2012 local area personal income data sets. www.bea.gov

Sources: University of Michigan, Thomson Reuters.

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from catalog sales, home shopping networks or

power/lifestyle centers. The shopping mall format

has strived to remain a destination for shopping,

dining and entertainment.

E-commerce is the next frontier that will define the

mall as the base of omni-channel retailing. Omni-

channeling uses every point of distribution for selling.

As retailers integrate their online and brick-and-mortar

inventory, goods will be shipped from the warehouse

or the store, facilitating better inventory management

and enabling fewer mark-downs and higher margins.

While total e-commerce sales comprise 8.7% of total

retail sales, about half of online consumers have

used a “ship to store” option when shopping online.

Shoppers choose retailers with both an online and

brick-and-mortar presence because they value the

physical, sensory and social experience of shopping,

trying on clothes and seeing what others consider

in-fashion, the ability to pick-up merchandise at

the store, and the ease of returning merchandise

purchased online at the store.

Retailers with both an online and brick-and-mortar

presence enjoy more return visits per shopper than

retailers with a single retailing channel. Through

omni-channeling, successful retailers are able to

leverage their online stores and physical store network

to provide a powerful and efficient distribution source

that ultimately leads to higher sales.

Traditional online retailers with the desire to scale their

operations are opening brick-and-mortar locations.

Athleta, an online retailer acquired by the Gap, has

more than 65 stores in 27 states. Boston Proper, an

online retailer bought by Chico’s, is also opening

brick-and-mortar stores.

Innovation and ingenuity will take our properties

and retailers to the next level. We, along with our

peers Macerich, Simon and Westfield, launched

the Same Day Delivery initiative with crowdsourcing

company Deliv during the 2013 holiday season. Nine

Same Day Delivery locations delivered thousands of

packages to homes. We anticipate launching Same

Day Delivery at more GGP malls this year and in 2015.

To date, approximately 70 retailers have joined our

Same Day Delivery initiative.

The Same Day Delivery initiative has two distinct

advantages over the traditional, large online-only

retailers: instant gratification to customers through

same day delivery or in-store pick-up; and higher

margins and reduced overhead costs because

Same Store Delivery enables the shopping mall to

serve as a distribution site with exclusive product and

in-place labor.

Online retailing incubates new concepts; brick-and-

mortar drives sales. The retailers who marry the two

will thrive.

SUSTAINABILITY

Sustainability is integrated in our day-to-day

operations as we strive to improve our customers’

experience. As responsible stewards of your faith and

trust, we engage in sustainable practices that are

strategic and resource-focused, not because of a

perceived public relations value.

Our Sustainability goals are: minimize environmental

impact; increase energy efficiencies through the

installation of Energy Management Systems (EMS);

and conserve natural resources.

Our Sustainability goals are exemplified by the

actions of the management team at The Shops at La

Cantera in San Antonio, Texas—a state plagued by

drought that has mandated water restrictions. Using

their ingenuity, the management team identified

La Cantera’s HVAC system as a cost-effective water

source with zero environmental impact. The mall’s

HVAC units, used for heating and cooling, generate

one gallon of condensation every minute, which

provides enough water to fill the water features and

PARKMEADOWS

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Sandeep MathraniChief Executive Officer

Sincerely,

WATER TOWERPLACE irrigate the landscape year-round, with 20% to spare.

Another example of sustainable practices is the

installation of energy-efficient lighting in the Providence

Place parking garage in Providence, Rhode Island.

The garage, which operates 24 hours a day, is used

by mall shoppers, hotel guests and business workers.

High-low capability LED lights were installed to minimize

energy consumption by switching from high mode to

low mode in response to occupancy.

Additionally, variable motion sensor LED lights

were installed in parking garages at five additional

properties, reducing annual estimated carbon

dioxide emissions by more than 3.8 million pounds

and energy consumption by 3.9 million annual

kilowatt hours (an estimated savings of $516,000

annually). By utilizing this technology, the garages

reduce consumption and provide a more inviting

environment for our customers.

Other Sustainability programs include the installation

of solar panels on top of the roofs of our New Jersey

malls and Ala Moana Center. The intent of the

solar panels is to supply power for a portion of the

common area demand of the center. The panels

have the capability of providing an aggregate

power of 5.129 megawatts, have amounted to a

power savings of more than $873,000, and provide

an average of 11% of the centers’ respective energy

needs. The Ala Moana system came online this year

and is expected to deliver 6% of the center’s energy

needs; the state of Hawaii’s energy costs are among

the highest in the nation.

We also have implemented a specialty recycling

program at our corporate office for hazardous items

such as batteries and light bulbs, and all of our

properties recycle items such as paper, cardboard

and plastic wrap—25,000 tons of materials are

recycled from our centers every year.

We continue exploring practices that not only lower

our carbon footprint, but also make our communities

better places to shop, live, work and play, all in an

effort to Do the Right Thing.

OUTLOOK

Momentum is powerful! It serves as fuel for a long

journey and propels us to meet challenges with

confidence. We have made great strides since

2010 in pruning our portfolio, leasing, redeveloping,

strengthening our balance sheet, and creating a

winning culture. We plan to continue on this path

and stay true to our core drivers of growth: increasing

permanent occupancy, achieving positive leasing

spreads, and generating returns on our development

activities. We believe our shopping malls will continue

to be in demand by retailers and consumers seeking

a safe and comfortable destination for shopping,

entertainment and dining.

On a personal note, it is bittersweet to share with you

that Chuck Lhotka is retiring after more than 42 years

at GGP. As head of asset management, Chuck’s

incredible contributions are found in just about every

great milestone GGP has achieved since 1972. His

sense of teamwork, positive attitude, moral compass

and ability to take responsibility make him the

embodiment of the GGP culture.

Grateful for your support and faith,

ALABAMA

Riverchase Galleria · Hoover

ARIZONA

Park Place · Tucson Tucson Mall · Tucson

ARKANSAS

Pinnacle Hills Promenade · Rogers

CALIFORNIA

Eastridge · San JoseGalleria at Tyler · RiversideGlendale Galleria · Glendale (Los Angeles)Northridge Fashion Center · Northridge (Los Angeles)Otay Ranch Town Center · Chula Vista (San Diego) Stonestown Galleria · San FranciscoValley Plaza · BakersfieldVisalia Mall · Visalia

COLORADO

Park Meadows · Lone Tree (Denver)Southwest Plaza · Littleton (Denver)

CONNECTICUT

Brass Mill Center · WaterburyThe Shoppes at Buckland Hills · Manchester (Hartford)

DELAWARE

Christiana Mall · Newark (Wilmington)

FLORIDA

Altamonte Mall · Altamonte Springs (Orlando)Bayside Marketplace · MiamiCoastland Center · NaplesGovernor’s Square · TallahasseeMizner Park · Boca RatonThe Oaks Mall · GainesvillePembroke Lakes Mall · Pembroke Pines (Fort Lauderdale)Village of Merrick Park · Coral Gables (Miami)

GEORGIA

Augusta Mall · AugustaCumberland Mall · AtlantaNorth Point Mall · Alpharetta (Atlanta)Oglethorpe Mall · SavannahPeachtree Mall · ColumbusPerimeter Mall · Atlanta The Shoppes at River Crossing · Macon

HAWAII

Ala Moana Center · Honolulu (Oahu)Prince Kuhio Plaza · Hilo (Big Island)Whalers Village · Lahaina (Maui)

IDAHO

Boise Towne Square · BoiseGrand Teton Mall · Idaho Falls

ILLINOIS

Market Place Shopping Center · ChampaignNorthbrook Court · Northbrook (Chicago)Oakbrook Center · Oak Brook (Chicago) Water Tower Place · Chicago

INDIANA

Glenbrook Square · Fort Wayne

IOWA

Coral Ridge Mall · Coralville (Iowa City)Jordan Creek Town Center · West Des Moines

KENTUCKY

Florence Mall · Florence (Cincinnati, OH)Greenwood Mall · Bowling GreenMall St. Matthews · LouisvilleOxmoor Center · Louisville

LOUISIANA

Mall of Louisiana · Baton RougeOakwood Center · Gretna (New Orleans)Pecanland Mall · Monroe

MAINE

The Maine Mall · South Portland

MARYLAND

The Gallery at Harborplace · Baltimore The Mall in Columbia · Columbia (Baltimore)Mondawmin Mall · BaltimoreTowson Town Center · Towson (Baltimore)White Marsh Mall · Baltimore

MASSACHUSETTS

Natick Mall · Natick (Boston)

MICHIGAN

The Crossroads · Portage (Kalamazoo)Lakeside Mall · Sterling Heights (Detroit)RiverTown Crossings · Grandville (Grand Rapids)

MINNESOTA

Apache Mall · RochesterCrossroads Center · St. CloudRidgedale Center · Minnetonka (Minneapolis)River Hills Mall · Mankato

MISSOURI

Columbia Mall · ColumbiaPlaza Frontenac · St. LouisSaint Louis Galleria · St. Louis

NEBRASKA

Oak View Mall · OmahaWestroads Mall · Omaha

NEVADA

Fashion Show · Las VegasThe Grand Canal Shoppes at The Venetian · Las VegasMeadows Mall · Las Vegas

NEW JERSEY

Bridgewater Commons · BridgewaterParamus Park · ParamusWillowbrook · WayneWoodbridge Center · Woodbridge

NEW MEXICO

Coronado Center · Albuquerque

NEW YORK

Staten Island Mall · Staten Island

NORTH CAROLINA

Carolina Place · Pineville (Charlotte)Four Seasons Town Centre · GreensboroThe Streets at Southpoint · Durham

OHIO

Beachwood Place · Beachwood (Cleveland)Kenwood Towne Centre · CincinnatiThe Shops at Fallen Timbers · Maumee (Toledo)

OKLAHOMA

Quail Springs Mall · Oklahoma CitySooner Mall · Norman (Oklahoma City)

OREGON

Clackamas Town Center · PortlandPioneer Place · PortlandRogue Valley Mall · Medford

PENNSYLVANIA

Neshaminy Mall · Bensalem (Philadelphia)Park City Center · Lancaster

RHODE ISLAND

Providence Place · Providence

SOUTH CAROLINA

Columbiana Centre · Columbia

TEXAS

Baybrook Mall · Friendswood (Houston)Deerbrook Mall · Humble (Houston)First Colony Mall · Sugar Land (Houston) Hulen Mall · Fort WorthNorth Star Mall · San AntonioThe Parks at Arlington · Arlington (DFW)The Shops at La Cantera · San AntonioStonebriar Centre · Frisco (DFW)Town East Mall · Mesquite (DFW)Willowbrook Mall · HoustonThe Woodlands Mall · The Woodlands (Houston)

UTAH

Fashion Place · Murray (Salt Lake City)Newgate Mall · Ogden (Salt Lake City)Provo Towne Centre · ProvoRed Cliffs Mall · St. George

VIRGINIA

Lynnhaven Mall · Virginia BeachTysons Galleria · McLean (Washington, D.C.)

WASHINGTON

Alderwood · Lynnwood (Seattle)Bellis Fair · BellinghamNorthTown Mall · SpokaneSpokane Valley Mall · SpokaneWestlake Center · Seattle

WISCONSIN

Fox River Mall · AppletonMayfair · Wauwatosa (Milwaukee)Oakwood Mall · Eau Claire

WYOMING

Eastridge Mall · Casper

PORTFOLIO

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16 17

DIRECTORS AND EXECUTIVE OFFICERS

J. BRUCE FLATT Chairman

Senior Managing Partner and

Chief Executive Officer

of Brookfield Asset Management, Inc.

SANDEEP MATHRANI Chief Executive Officer

of General Growth Properties, Inc.

RICHARD B. CLARK

Chief Executive Officer

of Brookfield Property Partners L.P.

and Senior Managing Partner of

Brookfield Asset Management, Inc.

MARY LOU FIALA

Former President and

Chief Operating Officer

of Regency Centers and

Former Chairman of the International

Council of Shopping Centers

JOHN K. HALEY

Retired Partner of Ernst & Young LLP

DANIEL B. HURWITZ

Chief Executive Officer and Director

of DDR Corp.

BRIAN W. KINGSTON

Chief Investment Officer

of Brookfield Property Partners L.P.

and Senior Managing Partner of

Brookfield Asset Management, Inc.

DAVID J. NEITHERCUT Chief Executive Officer, President

and Trustee of Equity Residential

MARK R. PATTERSON

Chairman and Chief Executive Officer

of Boomerang Systems, Inc.

DIRECTORSSANDEEP MATHRANI Chief Executive Officer

MICHAEL B. BERMAN

Executive Vice President

and Chief Financial Officer

SHOBI KHAN

Executive Vice President

and Chief Operating Officer

ALAN J. BAROCAS

Senior Executive Vice President,

Mall Leasing

MARVIN J. LEVINE Executive Vice President

and Chief Legal Officer

RICHARD S. PESIN

Executive Vice President,

Anchors, Development and Construction

JAMES A. THURSTON

Senior Vice President and

Chief Accounting Officer

EXECUTIVE OFFICERSJOHN K. HALEY Chair DAVID J. NEITHERCUT MARK R. PATTERSON

AUDIT COMMITTEE

COMPENSATION COMMITTEEJ. BRUCE FLATT Chair MARY LOU FIALA JOHN K. HALEY DANIEL B. HURWITZ

NOMINATING AND GOVERNANCE COMMITTEEMARK R. PATTERSON Chair RICHARD B. CLARK MARY LOU FIALA

Core Values: High Performance, Attitude, Do the Right Thing, Together, Own It

18

CORPORATE OFFICE

General Growth Properties, Inc.110 N. Wacker Drive Chicago, IL 60606(312) 960-5000www.ggp.com

INVESTOR RELATIONS

Kevin Berry, Vice Presidentkevin.berry@generalgrowth.com(312) 960-5529

REGISTRAR AND TRANSFER AGENT AND SHAREHOLDER SERVICES DEPARTMENT

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CORPORATE INFORMATION