ANNUAL REPORT 2014 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 1 FINANCIAL HIGHLIGHTS 2014 2013 2012 2011 Company Total Property Revenues $3,060 $2,978 $2,865 $2,769 Company Total Property Operating Expenses $809 $816 $809 $820 Company Net Operating Income (NOI) $2,251 $2,162 $2,056 $1,989 ASSETS Company NOI Margin 73.6% 72.6% 71.8% 70.4% Company EBITDA $2,088 $1,991 $1,907 $1,808 Portfolio comprised predominantly of Class A regional malls and flagship urban retail properties Company Funds From Operations (FFO) $1,256 $1,148 $986 $870 Company Funds From Operations Per Diluted Share $1.32 $1.16 $0.98 $0.88 Total Enterprise Value at Year-End $44,926 $34,142 $34,540 $31,145 Common Stock Price at Year-End $28.13 $20.07 $19.85 $15.02 SCALE Cash Dividends Per Share $0.63 $0.51 $0.42 $0.40 128 retail properties located throughout the U.S. with total (a) Amounts represent GGP's pro rata share, Company Net Operating Income, Company EBITDA and FFO are non-GAAP financial measures. Reconciliations to the most enterprise value of approximately $45 billion comparable GAAP measure are included in the Form 10-K, included herein. Amounts in millions, except per share amounts. TEAM TOTAL SHAREHOLDER RETURN Senior leadership team with extensive experience and relationships in retail 300 real estate leasing, development and management 250 200 150 100 GGP NAREIT Index 50 S&P 500 Index 0 2010 2011 2012 2013 2014 (a) As of December 31, 2014. 3 DEAR SHAREHOLDER, GGP is built on our people and our properties. activities within their respective market. One does not succeed without the other. We have formalized our mission to be a large- Throughout the United States there are scale owner of Class A malls and urban approximately 1,100 shopping malls spanning retail properties in North America. Our retail a wide range of quality. Our high-quality properties are the hubs, or the centers of malls comprise approximately 20% of the retail, dining, entertainment, and social 450 high-quality malls in the U.S. n 450 High Quality Malls n 650 Other Malls GGP METRICS AS OF DECEMBER 31, 2014 $33 billion of sales volume 13.4% Occupancy Cost 97.2% Leased OMNICHANNEL RETAIL In 1994, the catalog and direct mail formats Successful retailers understand that in order accounted for 10% of all retail sales. Today, the to achieve scale and profitability they must catalog, direct mail and online sales account market, display and sell their product across for approximately 10% of all retail sales. Sales multiple channels, including physical stores, by brick-and-mortar retailers account for catalogs and e-commerce. Consumers use approximately 95% of all retail activity. these channels to browse, research, purchase, TOTAL U.S. RETAIL SALES (2013) n 90% Brick-and-mortar store sales 95% Store n 5% Online sales by brick-and-mortar retailers related n 5% Pure-play online retailer sales Source: A.T. Kearney 5 take delivery and return, and so must the retailer a sensory experience that allows them to to satisfy their customer. Removing barriers to touch and feel products, immerse in brand buying spurs customers to purchase more. experiences, and engage with sales associates. A retailer can increase profitability when The evolution of omnichannel commerce – they enable buy-online / pick up at store and seamlessly linking the physical store with the buy-online / deliver from the store. The more online store - has significantly benefitted those channel opportunities a retailer offers, the retailers that have embraced and implemented more a customer shops and the more loyal they the technology. For example: become. For example: · Foot Locker’s mantra is to “know who your · The average spend of a three-channel consumer is and understand what your brand consumer is more than twice that of a single- means to them, and then build an incredible channel consumer; experience for them.” Foot Locker was early in adopting omnichannel and now offers “Super · Click-to-brick retailers report e-commerce Stock Locator” that gives customers various sales lifts of three to five times in a market after options to buy online and ship to store, or buy opening a physical store; on a mobile device and pick up in store. Foot Locker has designed systems to make the entire · Up to 20% of consumers who return an online inventory available for purchase from anywhere purchase in store make an additional purchase; within the network. · Two-thirds of customers purchasing online use · Macy’s “M.O.M.” strategy is key to its a physical store before or after the transaction. continued success – it involves the My Macy’s localization efforts, omnichannel integration Pure-play e-commerce retailers are opening and “Magic Selling” program for associates. physical stores. For example: · Neiman Marcus’ iLab has developed · Athleta, a women’s apparel company, can technology to bridge the physical and digital now be found in 100 stores throughout the U.S. channels. Neiman Marcus recently introduced and has several planned openings, including at “Snap, Find, Shop” which enables consumers Bridgewater Commons in New Jersey; to snap a photo of a handbag or pair of shoes. This triggers a search of the website of Neiman · Boston Proper, a women’s apparel company, Marcus, which then quickly sends photos of now has 19 stores and two more opening soon; the same or similar products to the consumer’s iPhone and directs them to purchase and · Bonobos, a men’s apparel company, opened delivery options. their first store on upper floors because they did not expect much foot traffic. The extreme · American Eagle Outfitters rolled out “buy popularity of the store and the emerging brand online, ship from store” in roughly 500 of its value led them to open street-level stores; 1,000 stores. · Zappos, an Amazon company and reseller of · Nordstrom is at the forefront of omnichannel footwear, recently opened a 20,000-square- experience design through their ability to foot store enhanced with the same technology serve customers across their social media as its website, making shopping there as easy channels, apps, online and in-store—they are as ordering from the web. CEO Tony Hsieh said, fully intergrated. “We’ve always been into focusing on customer emotion and as much as technology has The physical store provides consumers with developed, nothing really replaces the actual 7 experience of being able to touch an item. has 18 stores in the U.S; That’s something they can do at the new store and see what it looks like matching with other · Rent the Runway, a lessor of high-end different items”; women’s fashion, opened its first store in New York City, and doubled its sales conversion · Birchbox, a cosmetics retailer, recently rate; and opened a 4,500-square-foot store in New York City to display its product and hold events; · Tuft & Needle, a mattress company founded in 2012 and voted #1 on Amazon, is planning to · Warby Parker, an eyeglasses retailer, now eventually sell in physical retail outlets. DISTRESSED RETAILERS While some retailers are thriving, there are Given the quality of our assets, little new some that are in distress, and the media supply, and unmet demand for space in high- headlines can mask the growth and ongoing quality retail properties, a store closure innovations in the retail world. Given our often creates an opportunity to increase national scale, we expect to have our fair a center’s productivity and achieve higher share of store closures; however, we are not rental revenue. Our portfolio’s occupancy waiting idly for the inevitable to occur. We is at an all-time high and we firmly believe identify the weak retailers and develop and GGP is strongly positioned in this ever- execute plans to mitigate any downside. evolving retail environment. FINANCIAL REVIEW AND OUTLOOK We achieved, and in some cases, surpassed · We expected permanent occupancy to our original expectations for 2014: increase to 93% by year-end – we achieved our target; and · We expected Company FFO per share of $1.29 - we reported $1.32; · We expected suite-to-suite lease spreads of 8% to 10% - we generated more than 18%. · We expected Company Same Store NOI growth of 4% to 4.5% - we generated 4.5%; Total sales, excluding anchors, increased 2.8% on a trailing 12-month basis ending · We expected Company EBITDA growth of December 2014 and increased 5.4% during more than 4% - we generated 4.9%; the 4th quarter. 9 COMPANY FFO PER DILUTED SHARE(a) ANNUAL DIVIDENDS PAID(a) 14% CAGR 16% CAGR $1.32 $1.16 $0.98 $0.63 $0.88 $0.51 $0.40 $0.42 ‘11(b) ‘12 ‘13 ‘14 ‘11 ‘12 ‘13 ‘14 (a) Company FFO per diluted share is a non-GAAP financial measure. The most directly comparable GAAP measure is net income attributable to GGP per diluted share. Net income (loss) attributable to GGP per diluted share for the years ended 2011, 2012, 2013, and 2014 was $(0.37), $(0.52), $0.31 and $0.69, respectively. 2011 figures exclude the FFO attributable to Rouse Properties, Inc. and the stock dividend from the spin-off. Our outlook for 2014 was based on a strong low-double digits; conviction that high-quality retail properties, supported by a committed team of individuals, · Permanent occupancy stabilizing between would continue to deliver strong results. Our 93.5% and 94% - we have achieved approx- results prove the premise.