ANNUAL REPORT 2015 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. ALA MOANA CENTER HONOLULU, HAWAII Dear Shareholder, Just over five years ago General Growth Properties was recapitalized for a new era. Since then, we have made significant progress toward achieving our mission of being an owner of high-quality retail properties in the United States of America. Today, the GGP portfolio comprises 128 retail properties located in 40 states. Our transformation has generated strong financial results. Creating value for our shareholders is a priority every day at GGP and shared throughout the organization. 2015 2014 2013 2012 2011 Company Total Property Revenues $3,084 $2,958 $2,880 $2,771 $2,680 Company Total Property Operating Expenses $802 $785 $790 $782 $755 Company Net Operating Income (NOI) $2,282 $2,173 $2,090 $1,989 $1,925 Company NOI Margin 74.0% 73.5% 72.6% 71.8% 71.8% Company EBITDA $2,118 $2,010 $1,920 $1,839 $1,745 Company Funds From Operations (FFO) $1,377 $1,256 $1,148 $986 $870 Company Funds From Operations Per Diluted Share $1.44 $1.32 $1.16 $0.98 $0.88 Total Enterprise Value $43,973 $44,926 $37,050 $34,540 $31,145 Common Stock Price at December 31 $27.21 $28.13 $20.07 $19.85 $15.02 Cash Dividends Per Share $0.71 $0.63 $0.51 $0.42 $0.40 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 millions, except per share amounts. CULTURE Our core values are the DNA that makes the members of GGP a family. Humility, Attitude, Do the Right Thing, Together and Own It have had a profound effect on retaining the finest and recruiting the best people in the retail property business. • Humility – looking in the mirror first when things go wrong, respecting others when in disagreement, learning from constructive criticism, and being self-aware of impact on others; GLENDALE GALLERIA • Attitude – displays positive spirit, adapts to changes, seeks opportunities, represents GGP, GLENDALE, CALIFORNIA assumes good intent in others and remains constructive; 5 • Do the Right Thing – acts ethically and with integrity, maintains confidentiality and trust, does what is best for GGP and adheres to policies and procedures; • Together – builds relationships, supports team decisions, respects others’ expertise and collaborates; and • Own It – drives to the finish line, sets priorities, allocates resources, maintains productivity, challenges assumptions and balances risk and reward. In 2015, the TEAM (Together Everyone Achieves More) exceeded expectations despite significant headwinds. The troops rallied together to overcome a string of retailer bankruptcies and store closures. The results were a testament to how our winning culture is the foundation of our winning team. STATE OF THE RETAIL INDUSTRY There are an estimated 1,100 shopping malls in the U.S. today, of which 430 are generally considered to be high-quality. GGP owns approximately 100 high-quality malls which accounted for 95% of our total net operating income (NOI) in 2015. The GGP portfolio also includes flagship street retail assets located in some of the best markets in the U.S., including the Plaza District on Fifth Avenue and SoHo in New York City; Union Square in San Francisco; the Magnificent Mile in Chicago; and the Miami Design District. TOP RETAIL PROPERTIES 2015 SALES PSF(a) % OF COMPANY NOI(b) Top 10 $804 23% Top 30 $683 48% Top 50 $702 66% Top 100 $604 95% Total Retail Properties $588 100% 78 Class A Retail Properties $682 76% (a) Sales per square foot for trailing 12 months ended December 31, 2015 for comparable tenants occupying space less than 10,000 square feet. (b) For the year ended December 31, 2015. WESTROADS MALL Our portfolio of regional and super-regional shopping malls and flagship urban retail properties OMAHA, NEBRASKA represent the hubs for retail, dining, entertainment, and social activities within their trade areas. Since 2010, sales growth within the GGP portfolio outpaced national retail sales growth by a nearly 2-to-1 ratio, with the A-quality malls driving the majority of GGP’s growth. GAFO SALES GROWTH; TOTAL MARKET VS GGP 2010 TO 2015; EXCLUDING DEPARTMENT STORES SALES VOLUME Total United States (From U.S. Census) 13% GGP Portfolio (Inline, Comp, <10k) 23% 7 The GGP portfolio is one of the largest publicly-held mall portfolios in the U.S. and is irreplaceable in terms of its quality and national scale. Getting to this point is the result of a deliberate and ongoing process of right sizing and doing what is right for the long-term. Over the past five years we sold nearly 50 shopping malls and almost all of our non-retail properties and ownership stakes outside the U.S. We will continue to prune the portfolio in the years ahead. ESTIMATED TOTAL VISITS TO GGP CENTERS 500 $600 Traffic (in millions) Sales Per Square Foot – Bar Graph – Line Graph 400 $550 300 $500 2011 2012 2013 2014 2015 YEAR-OVER-YEAR TRAFFIC GROWTH 2012 2013 2014 2015 4% 3% - 2% Until the Great Recession in 2008, retail property development occurred throughout the U.S. Retailers aggressively opened new stores leading to a saturation level that is slowly being corrected. In the current environment, retailers are becoming more selective, focusing on their most productive locations and closing underperforming stores. Store closures in lower-quality retail properties will likely continue as retailers increasingly focus on improving four-wall store economics. To put the size of the U.S. retail sector into context, it is interesting to look at GLA per Capita in other developed countries, as shown below: COUNTRY SHOPPING CENTER GLA POPULATION GLA PER CAPITA (SF IN MILLIONS) (MILLIONS) U.S. 7,527 319 24 Canada 542 36 15 Australia 239 24 10 United Kingdom 318 64 5 France 264 64 4 Spain 142 46 3 Italy 171 60 3 WATER TOWER PLACE Germany 195 80 2 China 2,691 1,368 2 CHICAGO, ILLINOIS Mexico 178 120 1 Source: ICSC 9 The ongoing store count rationalization by retailers will continue to pressure the productivity of lower- quality centers resulting in more closures and, consequently, increasing the demand for space in high- quality centers and improving overall productivity. RETAILERS The demand for space within our malls continues to be strong and diverse - from traditional retailers, entertainment, dining, concepts incubated online, auto innovators and electronic platforms. Traditional Retailers Historically, top-line growth was a consequence of increasing store count. Today, the focus is on increasing the productivity of the existing fleet. Several tactics are being employed, including turning inventory more often, increasing the frequency of product innovation, birthing new concepts, and increasing the number of items (SKUs) - all leading to a larger store. Entertainment & Dining Movie theaters and restaurants have traditionally been part of the mall. Over time they left the mall to establish free-standing locations. Time is bringing them back as traffic is at the mall! We are actively incorporating them into our centers. Over the past five years we have added nine theaters, 172 restaurants and 10 entertainment venues. Online Concepts Clicks-to-Bricks retailers need brick-and-mortar platforms to achieve profitability. Physical stores play an increasingly pivotal role in fulfilling shoppers’ needs for discovery and instant gratification. Stores allow shoppers to reserve-online, buy-online and pick-up in the store. Stores allow retailers to distribute fulfillment across the store network. Stores reduce retailers’ initial outlays for inventory, reduce out- of-stock incidents, and avoid aggressive markdowns at the end of seasonal cycles. The chart below simplistically shows the financial benefits of multiple channels: PIONEER PLACE PORTLAND, OREGON 11 SOUTHWEST PLAZA LITTLETON, COLORADO Online retailers with a physical presence often enjoy greater organic site traffic and lower customer acquisition costs via paid search and email. Physical stores mitigate the cost of the “last mile”, substantially reducing customer acquisitions costs, and retailers are able to “up sell”! NATICK MALL “When you look at retailers who are thriving in this environment, it’s the brands focused on delivering a strong service experience. It is one of the ironies of our time that a digital medium, the Internet, is NATICK, MASSACHUSETTS making the in-person shopping experience a more humane one.” – Andy Dunn, founder and chief executive of Bonobos “We’ve been blown away by the economics of our stores.” – Dave Gilboa, co-chief executive of Warby Parker “We’ve found that many customers want to engage with the merchandise before buying it. And there’s a level of service and personalization that just isn’t possible on the desktop. A lot of people see Internet as next generation and brick-and-mortar as being traditional. The way we see it is as a physical space that we can leverage to communicate our brand value” – Ethan Song, CEO of Frank & Oak Auto Innovators The genius of Tesla – innovating a battery–powered car that can go the distance, with aesthetic appeal, and then selling to the customer at the mall, a traffic generator! Imagine not going to see a new car innovation in a traditional auto sales room in the outskirts of town! Electronic Platforms Some electronic companies have created a cult-like following. Customers congregate to simply be part of “tomorrow”, to seek more! OUR GROWTH - ORGANIC Capital allocation decisions are part of daily discussions at GGP. Decisions are made with our shareholders' best interests in mind and focused on our goal of growing EBITDA by 4% to 5% annually.