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Home , Beachwood Place, Brass Mill Center, Coastland Center, Columbiana Centre, Coral Ridge Mall, Fox River Mall

2013 ANNUAL REPORT 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

2013 2012

Total property revenues $3,021,034 $2,908,556

Total property operating expenses $832,423 $824,257

Net operating income (NOI) $2,188,611 $2,084,299

EBITDA $2,015,379 $1,932,008

Funds From Operations (FFO) $1,147,671 $991,716

Same store NOI $2,111,519 $1,992,893

Total equity capitalization $18,384,702 $20,230,604

Total capitalization $37,049,610 $40,228,494

Common Stock Price at December 31 $20.07 $19.85

Cash dividends per share $0.51 $0.42

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.

2 3

DEAR SHAREHOLDER,

Today, GGP is a pure-play owner of high-quality Our efforts to decrease the size of our portfolio have, regional malls in the U.S. This is the result of our strict in turn, increased the quality of our earnings. In 2013, adherence to our mission to own and operate best- approximately 96% of our total net operating income in-class retail properties that provide an outstanding was generated from our shopping malls, compared environment and experience for our Communities, to 85% in 2010. Retailers, Employees, Consumers and Shareholders. It is also the result of our employees’ commitment to 2010 2013 GGP’s five core values: High Performance, Attitude, Do the Right Thing, Together and Own It. We believe A Smaller, High-Quality Portfolio(a) an organization can achieve and exceed its goals by U.S. Malls 169 120 having a winning culture. Other properties 72 19 Creates Greater Earnings Quality(b) PORTFOLIO OVERVIEW U.S. Mall NOI - % of total NOI 85% 96%

a) Figures for 2010 are as of December 31, 2010. Figures for 2013 are as of December 31, 2013. Since 2010, we have significantly pruned our portfolio b) Figures for 2010 are based on full year 2010 Company NOI. Figures for 2013 are based on full by selling or otherwise disposing of malls, office year 2013 Company NOI. properties, retail strip centers and non-U.S. investments that do not fit within our asset focus. We constantly Our regional mall portfolio today consists of several review our portfolio to identify opportunities to recycle of the most valuable retail properties in the U.S. We capital from lower-growth into higher-growth assets. own 95 of the 463 highest quality shopping malls

5 in the U.S. (approximately 20%), which provides us billion at share. In addition, we have used financing with a valuable large-scale retail property platform. proceeds to repay corporate unsecured bonds and These 95 high-quality shopping malls account for invest in the portfolio through development activities, approximately 85% of our total net operating income. 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 QUALITY SALES % OF years, and our debt is comprised primarily of fixed rate, GRADE MALLS(a) PSF(b) MALL NOI(c) property-secured loans.

A 73 $660 72%

B+ 22 400 13% $3.0 B 25 370 15%

$2.0 $2.1 120 $564 100% $1.9 $1.7 $1.6

a) Source: GGP Supplemental Information as of December 31, 2013. Total mall portfolio of 120 malls $1.0 includes one mall currently undergoing redevelopment and is therefore excluded from metrics. $0.9 $1.0 $0.5 $0.9 b) Comparative rolling twelve month sales for mall stores less than 10,000 square feet. $0.4 c) % based on full year 2013 NOI. $0.2

20 20 20 20 20 20 20 20 20 20 20 20 20 Our mall portfolio contains flagship assets such as Ala 14 15 16 17 18 19 20 21 22 23 24 25 26+ Moana Center in , a retail destination for more than 42 million shoppers a year; Glendale Galleria in DEBT MATURITY LADDER ($ BILLIONS) Los Angeles, where Apple opened one of its first retail stores in 2001; Fashion Show in , the only traditional mall on the Vegas Strip; and Water Tower Overall, total leverage is approximately 50% of the Place on Avenue in , one of the total enterprise value. Our relatively long maturity country’s most successful vertical shopping malls. 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 FINANCIAL RESULTS property mortgages at a fixed rate with no corporate recourse has resulted in a strong balance sheet with In 2013, GGP’s Funds from Operations per share relatively low risk. Our net debt-to-EBITDA ratio has increased more than 18% to $1.16 per diluted share(1) decreased from 11 in early 2011 to less than 9. If and was $50 million higher than our initial guidance the ratio reflected the time value of our long debt for the year. We reported a higher than expected level maturity schedule, our net debt-to-EBITDA ratio would of same store net operating income growth of 6.0%, be less than 5(2). driven primarily by higher permanent occupancy, positive suite-to-suite rent spreads and operational Capping these financial accomplishments, in efficiencies. Total earnings before interest, taxes, December 2013, GGP was added to Standard & depreciation and amortization increased 4.3%(1) and Poor’s 500 Index. We are proud of this honor, which funds from operations increased 15.7%(1) compared recognizes our progress. to 2012. As a result of our earnings growth, we increased our quarterly dividend three times, resulting Our expectations for 2014 are based on the following: in a 27% total increase (from 11 cents paid in the first · increasing permanent occupancy to 93%; quarter 2013 to 14 cents paid in the first quarter 2014). · same store NOI growth of 4% to 4.5%; · approximately 4% EBITDA growth; and We have refinanced 100 properties totaling $16.3 · 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 6 an 8% discount rate to maturing debt and expected EBITDA for 2014 of approximately $2.1 billion. 7 100.0 CONSUMER DEVELOPMENT led to relatively high retail sales. In 2013, consumers redirected spending to durable goods, such as CONFIDENCE At the end of 2013 we had $2.1 billion of automobiles and home improvement items, which developments: $285 million opened; $968 million resulted in moderate sales in other retail categories. 90.0 under construction; and $895 million in the pipeline. These developments are expected to Within the GGP portfolio, total sales in 2013 were $564 81.6 generate 9% to 11% unlevered first-year stabilized per square foot, 22% higher than the last peak in cash-on-cost returns. 2007, and 39% higher than the low in 2009. Looking 80.0 forward, we expect total retail sales to grow in step The expansion and renovation of Ala Moana with the economy and retail sales at high-quality Center in Honolulu, Hawaii, our flagship property, is retail properties to do slightly better. our largest development project. Bloomingdale’s 70.0 and will anchor 300,000 square feet of As the industry evolves, existing new inline retail for a total of 650,000 square feet of retailers are expanding their footprints and incubating new retail space. new concepts. An example is Pink from Victoria’s Secret. Between 2007 and 2012, Victoria’s Secret 60.0 Glendale Galleria in Glendale, , is one of increased its selling square footage by 50% to an our largest completed projects to date. We took a average store size of more than 7,600 square feet. 57.1 low-performing wing of the mall with a vacant anchor It also incubated its Pink concept, transforming it store and transformed the entire center by, among into a free-standing store. Foot Locker has grown to other improvements, adding a 110,000 square foot incorporate House of Hoops. J Crew has Mercantile, 2008 2009 2010 2011 2012 2013 FEB 2014 flagship Bloomingdale’s that has a Gucci and a and Kate Spade unveiled Saturday. Louis Vuitton store-within-a-store. We completed the Sources: University of Michigan, Thomson Reuters. redevelopment on budget and on time, before the Fast fashion continues to grow. H&M, Uniqlo and 2013 holiday shopping season, and will meet our Zara are increasing their store count. Abercrombie is double-digit projected returns. evolving its Hollister brand into a fast fashion retailer. Lifestyle retailers Michael Kors and Kate Spade are becoming leaders in their category because they INDUSTRY PERSPECTIVES connect with their customer. Clothing designer PER-CAPITA INCOME MSAs Vince, a recent IPO, is on a growth trajectory. WITH Consumer confidence and low unemployment levels $50,000 OF GGP MARKETS GGP are critical to the overall health of the U.S. economy, Restaurants and entertainment venues are MALLS the industry, and the success of the expanding: BJ’s Restaurant and Brewhouse plans to retailers within our centers. Educated consumers in open up to 19 new locations this year; Bar Louie plans $48,000 the U.S. (defined as those with bachelor’s degrees) 25 openings; Yard House is currently opening 50 have a 3.7% unemployment rate, and their spending locations and plans to reach 200 nationwide; Dave & $46,000 patterns are less sensitive to macro-economic trends. Buster’s plans to increase store count by 10% annually These educated consumers generally shop at high- until it doubles the current count to 150; and Seasons $44,000 U.S. quality malls, as evidenced by the continued sales 52 and Perry’s Steakhouse have expansion plans. The MSAs growth within our portfolio. common theme among these companies – they all desire to be in high-quality malls. $42,000 The U.S. is experiencing real economic growth that is creating opportunities throughout the country. The shopping mall sector in the U.S. is a mature $40,000 Overall consumer confidence has improved steadily industry, having grown significantly from its roots in since mid-2011 as total employment has increased the early 1960s. The founders of GGP were significant and, today, it has returned to near pre-recession contributors to and visionaries in the development $38,000 levels. Coming out of the recession, consumers of the industry. The industry has adapted to and 2008 2009 2010 2011 2012 generally spent more on non-durable goods, which overcome perceived threats over time, whether

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

8 9 from catalog sales, home shopping networks or Same Day Delivery locations delivered thousands of power/lifestyle centers. The shopping mall format packages to homes. We anticipate launching Same has strived to remain a destination for shopping, Day Delivery at more GGP malls this year and in 2015. dining and entertainment. To date, approximately 70 retailers have joined our Same Day Delivery initiative. E-commerce is the next frontier that will define the mall as the base of omni-channel retailing. Omni- The Same Day Delivery initiative has two distinct channeling uses every point of distribution for selling. advantages over the traditional, large online-only As retailers integrate their online and brick-and-mortar retailers: instant gratification to customers through inventory, goods will be shipped from the warehouse same day delivery or in-store pick-up; and higher or the store, facilitating better inventory management margins and reduced overhead costs because and enabling fewer mark-downs and higher margins. Same Store Delivery enables the shopping mall to serve as a distribution site with exclusive product and While total e-commerce sales comprise 8.7% of total in-place labor. retail sales, about half of online consumers have used a “ship to store” option when shopping online. Online retailing incubates new concepts; brick-and- Shoppers choose retailers with both an online and mortar drives sales. The retailers who marry the two brick-and-mortar presence because they value the will thrive. physical, sensory and social experience of shopping, trying on clothes and seeing what others consider in-fashion, the ability to pick-up merchandise at SUSTAINABILITY the store, and the ease of returning merchandise purchased online at the store. Sustainability is integrated in our day-to-day operations as we strive to improve our customers’ Retailers with both an online and brick-and-mortar experience. As responsible stewards of your faith and presence enjoy more return visits per shopper than trust, we engage in sustainable practices that are retailers with a single retailing channel. Through strategic and resource-focused, not because of a omni-channeling, successful retailers are able to perceived public relations value. leverage their online stores and physical store network to provide a powerful and efficient distribution source Our Sustainability goals are: minimize environmental that ultimately leads to higher sales. impact; increase energy efficiencies through the installation of Energy Management Systems (EMS); Traditional online retailers with the desire to scale their and conserve natural resources. operations are opening brick-and-mortar locations. Athleta, an online retailer acquired by the Gap, has Our Sustainability goals are exemplified by the more than 65 stores in 27 states. Proper, an actions of the management team at The Shops at La online retailer bought by Chico’s, is also opening Cantera in San Antonio, —a state plagued by brick-and-mortar stores. drought that has mandated water restrictions. Using their ingenuity, the management team identified Innovation and ingenuity will take our properties La Cantera’s HVAC system as a cost-effective water and retailers to the next level. We, along with our source with zero environmental impact. The mall’s PARK peers Macerich, Simon and Westfield, launched HVAC units, used for heating and cooling, generate the Same Day Delivery initiative with crowdsourcing one gallon of condensation every minute, which MEADOWS company Deliv during the 2013 holiday season. Nine provides enough water to fill the water features and

10 11 WATER TOWER irrigate the landscape year-round, with 20% to spare. such as batteries and light bulbs, and all of our properties recycle items such as paper, cardboard PLACE Another example of sustainable practices is the and plastic wrap—25,000 tons of materials are installation of energy-efficient lighting in the Providence recycled from our centers every year. Place parking garage in Providence, . The garage, which operates 24 hours a day, is used We continue exploring practices that not only lower by mall shoppers, hotel guests and business workers. our carbon footprint, but also make our communities High-low capability LED lights were installed to minimize better places to shop, live, work and play, all in an energy consumption by switching from high mode to effort to Do the Right Thing. low mode in response to occupancy.

Additionally, variable motion sensor LED lights OUTLOOK were installed in parking garages at five additional properties, reducing annual estimated carbon Momentum is powerful! It serves as fuel for a long dioxide emissions by more than 3.8 million pounds journey and propels us to meet challenges with and energy consumption by 3.9 million annual confidence. We have made great strides since kilowatt hours (an estimated savings of $516,000 2010 in pruning our portfolio, leasing, redeveloping, annually). By utilizing this technology, the garages strengthening our balance sheet, and creating a reduce consumption and provide a more inviting winning culture. We plan to continue on this path environment for our customers. and stay true to our core drivers of growth: increasing permanent occupancy, achieving positive leasing Other Sustainability programs include the installation spreads, and generating returns on our development of solar panels on top of the roofs of our activities. We believe our shopping malls will continue malls and . The intent of the to be in demand by retailers and consumers seeking solar panels is to supply power for a portion of the a safe and comfortable destination for shopping, common area demand of the center. The panels entertainment and dining. have the capability of providing an aggregate power of 5.129 megawatts, have amounted to a On a personal note, it is bittersweet to share with you power savings of more than $873,000, and provide that Chuck Lhotka is retiring after more than 42 years an average of 11% of the centers’ respective energy at GGP. As head of asset management, Chuck’s needs. The Ala Moana system came online this year incredible contributions are found in just about every and is expected to deliver 6% of the center’s energy great milestone GGP has achieved since 1972. His needs; the state of Hawaii’s energy costs are among sense of teamwork, positive attitude, moral compass the highest in the nation. and ability to take responsibility make him the embodiment of the GGP culture. We also have implemented a specialty recycling program at our corporate office for hazardous items Grateful for your support and faith,

Sincerely,

Sandeep Mathrani Chief Executive Officer

12 13 · Hoover · Coralville (Iowa City) Carolina Place · Pineville (Charlotte) · West Des Moines · Greensboro The Streets at Southpoint · Durham Park Place · Tucson · Tucson · Florence (, OH) · Bowling Green · Beachwood (Cleveland) Mall St. Matthews · Louisville · Cincinnati The Shops at Fallen Timbers · Maumee (Toledo) PORTFOLIO · Rogers · Louisville CALIFORNIA · Baton Rouge · Eastridge · San Jose · Gretna () · Norman (Oklahoma City) · Riverside · Monroe Glendale Galleria · Glendale (Los Angeles) Northridge · Northridge (Los Angeles) · Portland · Chula Vista (San Diego) · Portland · San Francisco · South Portland Rogue · Medford Valley Plaza · Bakersfield · Visalia The Gallery at · · Columbia (Baltimore) · Bensalem (Philadelphia) · Lancaster · Lone Tree () · Baltimore · Littleton (Denver) · Towson (Baltimore) · Baltimore RHODE ISLAND · Providence · Waterbury The Shoppes at Buckland Hills · Manchester (Hartford) · Natick (Boston) · Columbia MICHIGAN TEXAS · Newark (Wilmington) The Crossroads · Portage (Kalamazoo) Lakeside Mall · Sterling Heights (Detroit) · Friendswood () RiverTown Crossings · Grandville (Grand Rapids) · Humble (Houston) · Sugar Land (Houston) · Altamonte Springs (Orlando) · Fort Worth · Miami · San Antonio · Naples · Rochester The Parks at Arlington · Arlington (DFW) Governor’s Square · Tallahassee Crossroads Center · St. Cloud · San Antonio · Boca Raton · Minnetonka (Minneapolis) · Frisco (DFW) · Gainesville · Mankato · Mesquite (DFW) · Pembroke Pines (Fort Lauderdale) Willowbrook Mall · Houston Village of Merrick Park · Coral Gables (Miami) · The Woodlands (Houston) · Columbia · St. Louis · Augusta · St. Louis · Murray (Salt Lake City) Cumberland Mall · · Ogden (Salt Lake City) · Alpharetta (Atlanta) · Provo · Savannah · Omaha · St. George · Columbus · Omaha · Atlanta The Shoppes at River Crossing · Macon · Virginia Beach Fashion Show · Las Vegas · McLean (, D.C.) HAWAII The at The Venetian · Las Vegas Ala Moana Center · Honolulu (Oahu) · Las Vegas WASHINGTON · Hilo (Big Island) Whalers Village · Lahaina (Maui) NEW JERSEY Alderwood · Lynnwood () Bellis Fair · Bellingham · Bridgewater NorthTown Mall · Spokane · Paramus · Spokane Willowbrook · Wayne · Boise · Seattle · Idaho Falls · Woodbridge · Appleton · Albuquerque Market Place Shopping Center · Champaign Mayfair · Wauwatosa (Milwaukee) · Northbrook (Chicago) · Eau Claire · Oak Brook (Chicago) · Chicago · Staten Island

INDIANA · Casper ·

14 15 DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS EXECUTIVE OFFICERS AUDIT COMMITTEE

J. BRUCE FLATT SANDEEP MATHRANI JOHN K. HALEY Chair Chairman Chief Executive Officer DAVID J. NEITHERCUT Senior Managing Partner and MARK R. PATTERSON Chief Executive Officer MICHAEL B. BERMAN of Brookfield Asset Management, Inc. Executive Vice President and Chief Financial Officer COMPENSATION COMMITTEE SANDEEP MATHRANI Chief Executive Officer SHOBI KHAN J. BRUCE FLATT Chair of General Growth Properties, Inc. Executive Vice President MARY LOU FIALA and Chief Operating Officer JOHN K. HALEY RICHARD B. CLARK DANIEL B. HURWITZ Chief Executive Officer ALAN J. BAROCAS of Brookfield Property Partners L.P. Senior Executive Vice President, and Senior Managing Partner of Mall Leasing NOMINATING AND Core Values: High Performance, Attitude, Do the Right Thing, Together, Own It Brookfield Asset Management, Inc. GOVERNANCE COMMITTEE MARVIN J. LEVINE MARK R. PATTERSON Chair MARY LOU FIALA Executive Vice President RICHARD B. CLARK Former President and and Chief Legal Officer MARY LOU FIALA Chief Operating Officer RICHARD S. PESIN of Regency Centers and Executive Vice President, Former Chairman of the International Anchors, Development and Construction Council of Shopping Centers

JAMES A. THURSTON JOHN K. HALEY Senior Vice President and Retired Partner of Ernst & Young LLP Chief Accounting Officer 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.

16 17 CORPORATE INFORMATION

CORPORATE OFFICE

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

INVESTOR RELATIONS

Kevin Berry, Vice President [email protected] (312) 960-5529

REGISTRAR AND TRANSFER AGENT AND SHAREHOLDER SERVICES DEPARTMENT

American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 Phone: (866) 627-2643 TTY number: (866) 627-2643 Foreign Investor Line: (718) 921-8124 Email: [email protected]

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP Chicago, Illinois

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