FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

New GGP, Inc.
(Exact name of registrant as specified in governing instruments)

New GGP, Inc.
110 N. Wacker Drive
Chicago, IL 60606
(312) 960-5000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

Adam Metz
Chief Executive Officer
New GGP Inc.
110 N. Wacker Drive
Chicago, IL 60606
(312) 960-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Investing in the notes and the common stock issuable upon exchange of the notes involves a high degree of risk. Before buying any notes you should carefully read the discussion of material risks of investing in the notes and the common stock under the heading "Risk Factors" beginning on page 22 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters also may purchase up to an additional $ aggregate principal amount of notes from New GGP at the public offering price to cover over-allotments, if any, on or before the earlier of 30 days from the date of this prospectus and the earliest of the mandatory exchange date, redemption date and maturity date. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by New GGP in the event of mandatory exchange of the notes will be $ , and the total proceeds, before expenses, to New GGP will be $ .

New GGP expects that the notes will be ready for delivery in book-entry form through The Depository Trust Company on or about , 2010.

You should rely only on the information contained in this prospectus. We have not and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the delivery of this prospectus nor any sale made hereunder will under any circumstances imply that the information herein is correct as of any date subsequent to the date on the front cover of this prospectus.

New GGP, the issuer of the notes offered hereby, is a newly-formed, indirect finance subsidiary of Existing GGP and has no prior operations or material assets or liabilities. Upon Existing GGP's emergence from bankruptcy, which is not expected to occur until after completion of this offering, and pursuant to a series of restructuring transactions contemplated by the plan of reorganization (the "Plan") in connection with the emergence from bankruptcy of Existing GGP and the other TopCo Debtors (as defined below):

The Plan contemplates funding Existing GGP's reorganization and emergence from bankruptcy with the proceeds from the following transactions:

Approximately $8.495 billion will be required to consummate the Plan, which includes $250.0 million for the capitalization of Spinco (as described below). We expect the net proceeds of this offering to replace $2.15 billion of the financing commitments for New GGP from Fairholme, Pershing Square and Texas Teachers. The investment agreements that Existing GGP has entered into with each of Fairholme, Pershing Square and Texas Teachers commit such investors to invest approximately $2,714.3 million, approximately $1,085.7 million and $500.0 million, respectively, in New GGP common stock. The agreements permit Existing GGP to use the proceeds of a sale of common stock of New GGP, including the common stock underlying the notes offered hereby, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration), to reduce the amount of New GGP common stock to be sold to Fairholme, Pershing Square and Texas Teachers, pro rata as between Fairholme and Pershing Square only, by up to 50% (or approximately $2.15 billion in the aggregate) prior to the effective date of the Plan and as described elsewhere in this prospectus, within 45 days after the effective date of the Plan. We have, therefore, presented funding sources in the Plan set forth above at 50% of the actual commitments for each of Fairholme, Pershing Square and Texas Teachers.

In addition to the pre-emergence cutback rights described above, New GGP also has the ability within 45 days after the Effective Date to clawback up to 50% of the shares issued to Fairholme, Pershing Square and Texas Teachers on the Effective Date. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors" and "—Investment Agreement with Texas Teachers." If we elect to exercise this post-emergence clawback right, we expect that we would amend the registration statement of which this prospectus is a part to eliminate the mandatory exchangeable note structure contemplated by this prospectus and instead offer shares of New GGP common stock.

The Plan also contemplates that Existing GGP will distribute to its existing stockholders (which would not include the holders of the notes offered hereby) equity ownership in Spinco, a newly-formed company that will own a diverse portfolio of real estate assets currently owned by Existing GGP. Spinco's assets are expected to consist of all of Existing GGP's master planned communities, nine mixed-use development opportunities, four potential mall development projects, seven redevelopment properties and other miscellaneous real estate interests. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Distribution of Spinco." Upon consummation of the Plan, we expect Spinco to be initially capitalized with the Plan Sponsors' investment of $250.0 million.

The Plan Sponsors have also provided backstop commitments for up to $1.5 billion of additional debt financing for New GGP, which could be utilized if the Bankruptcy Court determines that reinstatement of the indebtedness described above is not permitted and the new $1.5 billion secured term loan noted above is not in place prior to Existing GGP's emergence from bankruptcy. We do not currently anticipate utilizing such debt commitment; however, our financing needs may change.

See "Plan of Reorganization" for a description of the Plan, the Plan Sponsors' and Texas Teachers' investments and the proposed restructuring transactions and "Prospectus Summary—Corporate Structure" for our corporate structure following the consummation of the Plan and restructuring transactions.

This prospectus, and the registration statement of which it is a part, include the financial statements and other financial data of Existing GGP, which will provide a parent guarantee of the notes offered hereby.

This section summarizes information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. You should carefully review this entire prospectus, including the risk factors, the consolidated financial statements and the notes thereto, and the other documents to which this prospectus refers before making an investment decision.

The description of our business in this prospectus is presented on a pro forma basis after giving effect to the consummation of the Plan (defined below) as more fully described under "Unaudited Pro Forma Condensed Consolidated Financial Information," including the distribution of Spinco. However, except as otherwise explicitly stated, the historical consolidated financial information and data and accompanying consolidated financial statements and the related notes thereto contained in this prospectus reflect the actual historical consolidated results of operations and financial condition of Existing GGP (defined below) for the periods presented and do not give effect to, among other things, the consummation of the Plan, including the distribution of Spinco or the other transactions described in this prospectus.

As used herein, "Existing GGP" refers to General Growth Properties, Inc., prior to the consummation of the Plan and related restructuring transactions; "New GGP" refers to New GGP, Inc.; "GGPLP" or the "Operating Partnership" refer to GGP Limited Partnership, the partnership through which substantially all of our business is conducted; "Spinco" refers to Spinco, Inc., a newly formed company that will hold certain assets and liabilities currently owned by Existing GGP and its subsidiaries, and the stock of which will be distributed to the stockholders of Existing GGP and unitholders of GGPLP pursuant to the Plan; "Rouse" or "TRCLP" refer to The Rouse Company L.P.; and except as otherwise provided or unless the context otherwise requires, references in this prospectus to "we," "us," and "our" refer to New GGP and its subsidiaries and joint ventures after giving effect to the consummation of the Plan and related restructuring transactions.

As used herein, "pro forma basis" or "pro forma" refers to the application of the pro forma adjustments set forth under "Unaudited Pro Forma Condensed Consolidated Financial Information." There can be no assurances that the Plan or the other transactions described in this prospectus will be consummated on the terms described or at all. As a result, the actual dollar amounts of equity and debt and the capitalization of New GGP, and the actual financial condition and results of operations following consummation of the Plan and the other transactions, may differ materially from the estimated amounts described in this prospectus. The pro forma financial data presented in this prospectus is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would actually have been reported or that may be reported following consummation of the Plan and the other transactions described in this prospectus.

We are a leading real estate owner and operator of regional malls with an ownership interest in 185 regional malls in 43 states as of the date of this prospectus, as well as ownership interests in other rental properties. Based on the number of malls in our portfolio, we are the second largest owner of regional malls in the United States, located strategically in major and middle markets nationwide. For the year ended December 31, 2009, on a pro forma basis, our operating income and NOI were $720.5 million and $2,306.7 million, respectively, and for the six months ended June 30, 2010, on a pro forma basis, our operating income and NOI were $366.2 million and $1,129.7 million, respectively.

In April 2009, Existing GGP and certain of its domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code ("the Bankruptcy Code"), in the United States Bankruptcy Court of the Southern District of New York (the "Bankruptcy Court"). We refer to these filings as the "bankruptcy" or the "Chapter 11 Cases." A total of 388 Debtors with approximately $21.8 billion of debt filed for protection under Chapter 11 of the

Bankruptcy Code. As of September 2, 2010, 262 Debtors representing approximately $14.9 billion of debt had emerged from bankruptcy and 126 Debtors, including Existing GGP, GGPLP and other holding company subsidiaries, representing approximately $6.9 billion of debt, remain subject to Chapter 11 proceedings (the "TopCo Debtors"). On August 27, 2010, Existing GGP, along with the other TopCo Debtors, filed with the Bankruptcy Court the third amended and restated plan of reorganization (as the same may be further amended, modified or supplemented from time to time, the "Plan") and related third amended and restated disclosure statement (as the same may be further amended, modified or supplemented from time to time, the "Disclosure Statement"). On August 27, 2010, the Bankruptcy Court approved the Disclosure Statement and the solicitation of votes to approve the Plan. Existing GGP will not emerge from bankruptcy unless and until the Plan is confirmed by the Bankruptcy Court and becomes effective, which is expected to occur after the consummation of this offering. See "Plan of Reorganization."

Our portfolio of regional malls and other rental properties represents a diverse collection of retail offerings that are targeted to a range of market sizes and consumer tastes. To better understand our portfolio of regional malls, we are presenting our U.S. regional malls in this prospectus in four categories. We believe these categories reflect the tenant sales performance, current retail tenant positioning, consumer preference characteristics, market size and competitive position of our regional malls. The table below summarizes these four categories as well as our other rental properties and excludes properties that we currently expect to transfer to Spinco as well as de minimis properties, including international operations, and other corporate non-property interests.

For the year ended December 31, 2009, the geographic concentration of our regional malls as a percentage of our total regional mall NOI presented above was as follows: the east coast (33%), the west coast and Hawaii (33%), the north central United States (21%), and Texas and surrounding states (13%).

On the whole, our Tier I Malls and Tier II Malls have generated consistent Mall and Other Rental NOI over the three-year period ended December 31, 2009 despite a challenging economic environment.

In addition to regional malls, we own 34 strip shopping centers totaling 5.5 million square feet in 12 states, as well as 30 stand-alone office buildings totaling 2.7 million square feet concentrated in Columbia, Maryland and Las Vegas, Nevada. We desire to opportunistically sell our strip shopping centers and stand-alone office buildings. However, no such sales are currently probable.

We also currently hold minority ownership interests in a public Brazilian real estate operating company and a large regional mall in Rio de Janeiro.

We believe that we distinguish ourselves through the following competitive strengths:

Our business strategy is to further improve our financial position and to maximize the relevance of our mall properties to tenants and consumers using a proactive and financially disciplined approach. We intend to improve our performance by capitalizing on our reorganized financial position and combining the appropriate merchandising mix with excellent physical property conditions in attractive locations. We believe that this will, in turn, increase consumer traffic, retailer sales and rents. We intend to pursue the following objectives in order to implement our business strategy:

We believe that implementing our business strategies described above, as well as an overall recovery in the U.S. economy, will provide opportunities to improve our operating results, including NOI:

You should carefully consider the matters discussed in the "Risk Factors" section beginning on page 22 of this prospectus prior to deciding whether to invest in the notes. Some of these risks include:

On August 27, 2010, the TopCo Debtors filed the Plan and the accompanying Disclosure Statement with the Bankruptcy Court, and the Bankruptcy Court entered an order approving the Disclosure Statement and the solicitation of votes to approve the Plan. The Plan sets forth the contemplated structure of New GGP at the Effective Date and outlines the manner in which the prepetition creditors' and equity holders' various claims against and interests in the TopCo Debtors will be treated, subject to confirmation of the Plan and the occurrence of the Effective Date. The release of the net proceeds of this offering to New GGP from escrow and the exchange of the notes into common stock of New GGP is conditioned upon the consummation of a plan of reorganization and certain other conditions described in "Description of Notes—Mandatory Exchange—Conditions to Mandatory Exchange." The plan of reorganization ultimately confirmed by the Bankruptcy Court may differ materially from the Plan described in this prospectus.

If the Plan is not consummated or the conditions to the exchange of the notes are not satisfied prior to the maturity date of the notes, or if Existing GGP determines, at any time prior to the earlier of mandatory exchange and the maturity date, not to pursue the transactions contemplated by the

investment agreement with Brookfield Investor or to pursue a plan of reorganization or other transaction (whether with Brookfield Investor, as described in this prospectus, or otherwise) that does not require the common equity capital provided by the exchange of the notes, we will redeem the notes, in whole, but not in part, at a redemption price in cash equal to 100% of the aggregate principal amount of the notes, plus accrued interest to, but not including, the redemption date. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors" and "Description of Notes—Mandatory Exchange—Mandatory Redemption." However, except in these limited circumstances, even if the Plan, the Investment Agreements and the other transactions described in this prospectus are modified or consummation of the Plan or the other transactions is delayed, you will not have any right to have the notes redeemed or repaid and will nonetheless receive the shares of our common stock upon mandatory exchange of the notes if the Plan becomes effective and the other mandatory exchange conditions are satisfied.

The Disclosure Statement is not incorporated by reference into this prospectus, should not be relied upon in any way or manner in connection with this offering and should not be regarded as representations or warranties by Existing GGP for the purpose of this prospectus. You should be aware that the Plan and Disclosure Statement were drafted for purposes different than this prospectus and not for the purpose of forming an investment decision with respect to the notes.

The TopCo Debtors expect that approximately $8.495 billion will be required to fund their emergence from bankruptcy using the proceeds of the transactions described below. These proceeds will be used to fund distributions to be made pursuant to the Plan, fees and expenses, general working capital needs after emergence and other general corporate purposes.

In order to fund a portion of the Plan, Existing GGP entered into investment agreements (collectively, the "Investment Agreements") with Brookfield Investor, Fairholme and Pershing Square.

The Investment Agreements provide that the Plan Sponsors are committed to fund an aggregate of $6.55 billion, consisting of $6.3 billion of new equity capital at a value of $10.00 per share of New GGP and a $250 million equity capital commitment in the common stock of Spinco at a value of $47.619048 per share. As described under "Explanatory Note," Existing GGP has the right to reduce a portion of the Fairholme and Pershing Square commitments by replacing them with other financing, including the notes offered hereby.

New GGP may also reserve up to $1.55 billion of Fairholme's and Pershing Square's shares of New GGP common stock and repurchase such shares up to 45 days after the Effective Date with the proceeds of an offering of its common stock commencing on or within 45 days after the Effective Date if the common stock in that offering is valued at $10.50 per share or more (net of all underwriting and other discounts, fees and related consideration). If we elect to reserve any shares for repurchase after the Effective Date, we must pay to Fairholme and/or Pershing Square, as applicable, in cash on the Effective Date, an amount equal to $0.25 per share that is reserved. If we elect to reserve any shares for repurchase as described above, $350 million of Pershing Square's equity capital commitment will be fulfilled by the payment of cash to New GGP at closing in exchange for unsecured note(s) issued by New GGP to Pershing Square which would be payable or exchangeable into New GGP common stock six months from closing (the "Pershing Square Bridge Notes"). See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors." If we elect to exercise this post-Effective Date repurchase right, we expect that we would do so through an offering of New GGP common stock, rather than through the issuance and sale of notes offered hereby.

In addition, under the Investment Agreements, in lieu of the receipt of any fees that would be customary in similar transactions, the Investment Agreements provided for the issuance of interim warrants to Brookfield Investor and Fairholme to purchase approximately 103 million shares of Existing GGP's common stock at $15.00 per share. Upon consummation of the Plan contemplated by the Investment Agreements, these warrants will be cancelled and warrants to purchase 120 million shares of common stock of New GGP and 8 million shares of common stock of Spinco will be issued to the Plan Sponsors as described under "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors." These warrants will be issued regardless of whether the funding commitments are reduced prior to or following the Effective Date.

The Plan Sponsors' obligations to purchase New GGP common stock pursuant to the Investment Agreements are subject to the satisfaction (or waiver by the Plan Sponsors) of a number of conditions precedent, including, among others:

The Plan Sponsors also have board appointment, termination, registration and other rights pursuant to the Investment Agreements. For a more detailed description of the Investment Agreements, see "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors."

It is a condition to the mandatory exchange of the notes and the release of the proceeds of this offering from the escrow account that, among other things, the effective date of the Plan has occurred and the closing under the investment agreement with Brookfield Investor as in effect on the date of this prospectus (as the same may be amended from time to time, provided that all such amendments, taken as a whole, are not materially adverse to New GGP) has occurred or occurs simultaneously with the mandatory exchange of the notes. The consummation of the investment agreements with Fairholme and Pershing Square is not a condition to the mandatory exchange, but Existing GGP will not be able to consummate the Plan if those or alternate funds are not available. If the mandatory exchange conditions are not satisfied, New GGP will redeem the notes in whole. See Description of Notes—Mandatory Exchange—Mandatory Exchange—Mandatory Redemption.

The Plan Sponsors have entered into agreements with Blackstone Real Estate Partners VI L.P. ("Blackstone") whereby Blackstone has subscribed for approximately 7.6% of the New GGP common stock and 7.6% of the Spinco common stock to be issued to each of the Plan Sponsors on the Effective Date (for the same price to be paid by such Plan Sponsors) and will receive an allocation of each Plan Sponsor's Permanent Warrants (the "Blackstone Designation"). If Blackstone does not purchase such New GGP common stock or Spinco common stock for any reason, the Plan Sponsors remain obligated to fund the full amount of their respective commitments under the Investment Agreements.

Existing GGP has also entered into an investment agreement with Texas Teachers, pursuant to which Texas Teachers is committed to fund $500.0 million for new equity capital of New GGP at a value of $10.25 per share. Existing GGP may use the proceeds of a sale of, or binding commitments to sell, common stock of New GGP, including the common stock underlying the notes offered hereby, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration) to reduce the amount of New GGP common stock sold to Texas Teachers by up to 50% (or approximately $250 million) prior to the Effective Date or to repurchase up to 50% of the shares be sold to Texas Teachers (or approximately $250 million) for up to 45 days after the Effective Date at a price of $10.25 per share. If the Texas Teachers investment agreement is terminated in connection with the termination of the investment agreement with Brookfield Investor or by Existing GGP in connection with a sale of $500.0 million of shares of New GGP common stock at a price not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration), Existing GGP will pay Texas Teachers a termination fee of $15 million and reimburse its expenses up to $1 million. Texas Teachers' investment is subject to the satisfaction of closing conditions that are similar to, but less restrictive than, those in the Plan Sponsors' Investment Agreements. Texas Teachers will receive customary piggyback registration rights pursuant to a registration rights agreement. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan— Investment Agreement—Texas Teachers."

We cannot assure you that the transactions contemplated by the Investment Agreements or the Texas Teachers investment agreement will be consummated on the terms described in this prospectus or at all.

We expect to use the net proceeds of this offering to replace $2.15 billion of the financing commitments for New GGP as contemplated by the Investment Agreements and the Texas Teachers investment agreement described above.

We expect to obtain a commitment for a new $1.5 billion five-year secured term loan to fund a portion of the Plan in the event that the Bankruptcy Court determines that reinstatement of the Rouse notes is not permitted as currently contemplated by the Plan. We also expect to enter into a revolving credit facility providing for revolving loans in the amount of $300.0 million, none of which is expected to be used to consummate the Plan. However, obtaining commitments or entering into a definitive agreement for these facilities is not a condition precedent to the Plan or to the Investment Agreements with the Plan Sponsors or Texas Teachers.

Pursuant to the Investment Agreements, under certain circumstances, Spinco or one of its subsidiaries will issue a note (the "Spinco Note") in favor of GGPLP and GGPLP will indemnify Spinco or one of its subsidiaries with respect to certain tax liabilities. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Spinco Note and Indemnity." Based on currently available information, we do not expect a Spinco Note to be issued on the Effective Date.

Our principal executive offices are located at 110 N. Wacker Drive, Chicago, Illinois 60606. Our main telephone number is (312) 960-5000. Our website address is www.ggp.com. None of the information on our website or any other website identified herein is part of this prospectus.

Pursuant to a series of restructuring transactions contemplated by the Plan, the Plan Sponsors and Texas Teachers will invest, directly or indirectly into New GGP, which will indirectly own Existing GGP upon consummation of the Plan. See "Plan of Reorganization—Restructuring Transactions." Our simplified ownership and corporate structure immediately following the consummation of the Plan are set forth below:


Issuer		New GGP.
Notes we are offering		$ aggregate principal amount of Mandatorily Exchangeable Notes due 2011. The maximum amount of notes that we may issue will be limited to the product of million (representing the maximum amount of shares that we may issue upon exchange of the notes) times the exchange price per share. Therefore, assuming an exchange price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), the maximum aggregate principal amount of notes that we may issue will be $ .
		In addition, the underwriters may purchase up to an additional $ aggregate principal amount of notes from us at the public offering price to cover over-allotments, if any, on or before the earlier of 30 days from the date of this prospectus and the earliest of the mandatory exchange date, redemption date and maturity date.
Interest		The notes will accrue interest at a rate equal to (i) 0.5% per annum from the date of issuance to and including the 90th day after the issuance and (ii) 1.0% per annum after such 90th day, in each case until the earliest of the mandatory exchange date, the redemption date and the maturity date.
Maturity		January 31, 2011, unless earlier redeemed or mandatorily exchanged.
Escrow of proceeds		We will deposit all of the gross proceeds from this offering into a segregated escrow and securities account with , as escrow agent, until the earliest of mandatory redemption, mandatory exchange and the maturity date. See "Description of Notes—Escrow." The escrow agent may, but is not required to, invest the escrowed gross proceeds at the direction of New GGP in certain permitted investments.
Parent guarantee		Subject to Bankruptcy Court approval, New GGP's current indirect parent, Existing GGP, will guarantee the notes on a senior unsecured basis.
Security		Holders of the notes will have a first priority security interest in the escrow amount and any securities in which the proceeds are invested.
Ranking		The notes will rank equally in right of payment with all of New GGP's other existing and future obligations that are unsecured and unsubordinated to the extent amounts are due on the notes in excess of the escrow amounts. New GGP currently has no debt outstanding. The guarantee will rank equally in right of payment with all of Existing GGP's other existing and future unsubordinated obligations, and will be effectively subordinated to secured debt, to the extent of the value of those assets. See "Description of Notes—Ranking."


Mandatory exchange		Upon the satisfaction of the mandatory exchange conditions described below (or waiver, to the extent permitted by applicable law, by the holders of a majority in aggregate principal amount of the notes), which include the consummation of the Plan and the consummation of the transactions contemplated by the investment agreement with Brookfield Investor, the notes will be mandatorily exchanged, in whole, but not in part, into shares of New GGP's common stock. See "Description of Notes—Mandatory Exchange—Conditions to Mandatory Exchange."
Exchange price		We expect the exchange price to be between $ and $ , and the exchange rate to be between approximately and shares of common stock per $1,000 principal amount of notes as described in "Description of Notes—Mandatory Exchange—Exchange Price."
Conditions for mandatory exchange		Delivery of an officers' certificate of each of New GGP and Existing GGP, with supporting documentation, certifying that the following conditions have been satisfied, any of which conditions may be waived (to the extent permitted by applicable law) with the consent of the holders of a majority in aggregate principal amount of the notes:
		• the closing under the investment agreement with Brookfield Investor as in effect on the date of this prospectus (as the same may be amended from time to time, provided that all such amendments, taken as a whole, are not materially adverse to us) has occurred or shall occur simultaneously with such exchange;
		• the Effective Date has occurred or shall occur simultaneously with such exchange;
		• all federal, state and other approvals required for the issuance of the notes and the shares of New GGP's common stock issuable upon exchange of the Notes have been received or waived;
		• the shares of New GGP's common stock issuable upon exchange of the notes have been authorized for listing on the NYSE subject to official notice of issuance;


		• our business shall consist of (i) the lines of business conducted by Existing GGP as described in this prospectus and activities reasonably related, ancillary, incidental or complementary thereto, (ii) substantially the same assets and liabilities as described in this prospectus, and (iii) substantially the pro forma capitalization as described in this prospectus, in each case except for (w) additions, dispositions and changes that occur in the ordinary course of business, (x) the distribution of Spinco common stock and the related contribution of assets to Spinco substantially as contemplated by the investment agreement with Brookfield Investor (as the same may be amended from time to time, provided that all such amendments, taken as a whole, are not materially adverse to us), (y) other sales or dispositions of non-core assets, including office buildings, strip shopping centers and regional malls in the category of "Other Malls" described in "Business" and (z) changes that in the aggregate are not materially adverse to us or to the holders of the notes (including in their capacities as stockholders of New GGP upon the exchange of the notes);
		• except as contemplated by the Plan, Existing GGP will not have made any dividends or distributions to holders of its common stock since the date of issuance of the notes other than in order to maintain its REIT status and to avoid entity level income taxes; and
		• there is no pending, threatened or instituted action, proceeding or investigation by or before any court (other than the Bankruptcy Court) that directly or indirectly challenges the mandatory exchange of the notes, the issuance of the notes or the shares of our common stock issuable upon exchange of the notes.
		See "Description of Notes—Mandatory Exchange—Conditions to Mandatory Exchange."
Repayment of notes on the maturity date		If the notes have not been redeemed or exchanged by the maturity date, then on the maturity date we will repay the notes at a price in cash equal to 100% of the aggregate principal amount of the notes, plus accrued interest to, but not including, the maturity date. See "Description of Notes—General."
Mandatory redemption		If Existing GGP determines, at any time prior to the earlier of mandatory exchange and the maturity date not to pursue the transactions contemplated by the investment agreement with Brookfield Investor or to pursue a plan of reorganization or other transaction (whether with Brookfield Investor or otherwise) that does not require the common equity capital provided by the exchange of the notes, New GGP will redeem the notes, in whole, but not in part, at a redemption price in cash equal to 100% of the aggregate principal amount of the notes, plus accrued interest to, but not including, the redemption date. See "Description of Notes—Mandatory Exchange—Mandatory Redemption."


Use of proceeds		We expect to use the net proceeds of this offering to replace a portion of the financing commitments for New GGP as contemplated by the Investment Agreements and the investment agreement with Texas Teachers and to then use such net proceeds to fund a portion of the Plan. The gross proceeds from the sale of the notes will be placed in escrow and held as collateral security for New GGP's obligations in respect of the notes until the earliest of mandatory redemption, mandatory exchange and maturity date. See "Use of Proceeds."
Listing		We do not intend to apply to list the notes on any national securities exchange. We expect the notes to trade on the Pink Sheets.
		New GGP's common stock is not listed on any national securities exchange. An application will be made to list New GGP's common stock on the NYSE under the symbol "GGP."
Risk Factors		You should carefully consider the information set forth in the section entitled "Risk Factors" beginning on page 22 and the other information included in this prospectus in deciding whether to purchase the notes.
United States Federal Income Tax Considerations		For U.S. federal income tax consequences of the holding, disposition and conversion of the notes, and the holding and disposition of shares of our common stock received on conversion of the notes, see "United States Federal Income Tax Considerations."

The following table sets forth summary historical consolidated operating, balance sheet and other financial data of Existing GGP prior to the effectiveness of the Plan and its emergence from bankruptcy, as well as summary unaudited pro forma consolidated operating, balance sheet and other financial data of Existing GGP, which gives effect to the pro forma adjustments described below and in "Unaudited Pro Forma Condensed Consolidated Financial Information." At the time of this offering, Existing GGP is our indirect parent company, but upon its emergence from bankruptcy, it will become our indirect subsidiary. Existing GGP will provide a guarantee of the notes offered hereby. The historical operating data for the fiscal years ended December 31, 2009, 2008 and 2007 and the historical balance sheet data as of December 2009 and 2008 have been derived from Existing GGP's audited consolidated financial statements included elsewhere in this prospectus. The historical operating and balance sheet data as of and for the six months ended June 30, 2010 and 2009 have been derived from Existing GGP's unaudited consolidated financial statements included elsewhere in this prospectus, each of which has been prepared on a basis consistent with Existing GGP's audited financial statements. In the opinion of management, the historical unaudited operating and balance sheet data set forth below reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of Existing GGP's financial position and results of operations for those periods. The historical results of operations for any period are not necessarily indicative of the results to be expected for any future period.

The pro forma operating and balance sheet data have been derived from our unaudited pro forma financial condensed consolidated statements included in this prospectus under "Unaudited Pro Forma Condensed Consolidated Financial Information." The unaudited pro forma condensed consolidated balance sheet data gives effect to the pro forma adjustments described below as if they had occurred on June 30, 2010. The unaudited pro forma condensed consolidated statement of operations data gives effect to the pro forma adjustments described below as if they had occurred on January 1, 2009 and January 1, 2010, respectively, the first day of the respective annual and interim periods presented.

The pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have actually been reported had the transactions reflected in the pro forma adjustments occurred on January 1, 2009, on January 1, 2010 or as of June 30, 2010, respectively, nor is it indicative of our future results of operations or financial position. In addition, Existing GGP's historical financial

statements will not be comparable to New GGP's financial statements following emergence from bankruptcy due to the effects of the consummation of the Plan as well as adjustments for the effects of the application of the acquisition method of accounting.

The data presented below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this prospectus, "Plan of Reorganization," "Unaudited Pro Forma Condensed Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

			Historical														Pro Forma

			Six Months Ended June 30,														Six Months Ended June 30,
									Years Ended December 31,
									Years Ended December 31,														Year Ended December 31, 2009
			2010			2009			2009			2008			2007		2010			2009			Year Ended December 31, 2009
			(In thousands)
Operating Data:
Revenues:
	Minimum rents(1)		$	977,217		$	997,816		$	1,992,046		$	2,085,758		$	1,933,674	$	909,433		$	930,514		$	1,867,061
	Tenant recoveries(2)			429,838			457,710			883,595			927,332			859,801		420,586			447,928			863,953
	Overage rents			17,793			15,806			52,306			72,882			89,016		16,881			14,956			49,605
	Land and condominium sales			65,035			31,435			45,997			66,557			145,649		52,928			—			—
	Management fees and other corporate revenues			33,988			40,719			75,851			96,495			119,941		33,988			40,696			75,828
	Other			42,683			37,249			86,019			112,501			113,720		39,535			37,735			83,686

		Total Revenues		1,566,554			1,580,735			3,135,814			3,361,525			3,261,801		1,473,351			1,471,829			2,940,133

Expenses:
	Real estate taxes			143,157			140,518			280,895			274,317			246,484		136,573			134,689			267,975
	Property maintenance costs			62,032			49,459			119,270			114,532			111,490		58,749			47,231			113,698
	Marketing			13,331			14,482			34,363			43,426			54,664		12,824			14,022			33,292
	Other property operating costs			255,272			258,178			529,686			557,259			523,341		238,539			240,875			495,697
	Land and condominium sales operations			69,232			32,464			50,807			63,441			116,708		46,989			—			—
	Provision for doubtful accounts			9,946			19,179			30,331			17,873			5,426		9,589			17,967			27,792
	Property management and other costs			83,949			85,609			176,876			184,738			198,610		74,953			77,177			159,231
	General and administrative			13,306			14,112			28,608			39,245			37,005		13,306			14,112			28,608
	Strategic initiatives			—			64,013			67,341			18,727			—		—			58,899			61,961
	Provisions for impairment			31,273			413,480			1,223,810			116,611			130,533		—			—			—
	Litigation (benefit) provision			—			—			—			(57,145	)		89,225		—			—			—
	Depreciation and amortization			352,621			391,087			755,161			759,930			670,454		544,672			544,672			1,089,341

		Total expenses		1,034,119			1,482,581			3,297,148			2,132,954			2,183,940		1,136,194			1,149,644			2,277,595

	Operating income (loss)		$	532,435		$	98,154		$	(161,334	)	$	1,228,571		$	1,077,861	$	337,157		$	322,185		$	662,538

Income (loss) from continuing operations			$	(61,687	)	$	(562,725	)	$	(1,303,861	)	$	(36,372	)	$	347,597	$	(163,363	)	$	(269,243	)	$	(481,825	)
Basic and diluted earnings (loss) per share			$	(0.21	)	$	(1.78	)	$	(4.11	)	$	0.02		$	1.12	$			$			$

		Historical															Pro Forma

		Six Months Ended June 30,															Six Months Ended June 30,
								Years Ended December 31,
								Years Ended December 31,															Year Ended December 31, 2009
		2010			2009			2009			2008			2007			2010			2009			Year Ended December 31, 2009
		(In thousands, except for statistical data)
Other Financial Data:
FFO(3):
	Operating Partnership	$	341,771		$	(107,731	)	$	(421,384	)	$	833,086		$	1,083,439		$	434,975		$	336,843		$	727,481
	Less: Allocation to Operating Partnership limited common unitholders		(7,667	)		2,693			10,052			(136,896	)		(190,740	)		(8,519	)		(558	)		(6,035	)
	Existing GGP stockholders		334,104			(105,038	)		(411,332	)		696,190			892,699			434,975			336,843			727,481
NOI(4)			1,182,806			1,114,092			2,296,747			2,565,784			2,391,611			1,129,712			1,164,986			2,306,728
Net debt(5)			23,371,741			24,251,988			23,801,621			24,587,584			24,182,605			17,936,860
EBITDA(6)			1,105,377			646,156			1,015,193			2,369,895			2,170,517			1,336,405			1,120,790			2,195,545
Adjusted EBITDA(6)			1,118,544			1,152,407			2,207,530			2,455,954			2,299,607			1,327,179			1,180,322			2,256,215
Capital expenditures			26,583			5,838			51,991			57,133			127,699			26,166			5,577			50,562
Number of properties			202			204			203			204			197			183			184			184
GLA (million square feet)(7)			190			190			190			190			189			178			178			178
Occupancy			91.1	%		91.0	%		91.6	%		92.5	%		93.8	%		91.0	%		91.5	%		91.3	%
Occupancy cost(8)			14.3	%		14.4	%		14.7	%		13.3	%		12.5	%		14.3	%		14.4	%		14.5	%
Tenant sales per square foot(9)		$	418		$	417		$	406		$	438		$	462		$	418		$	428		$	410
Ratio of Net Debt(5) to Adjusted EBITDA(6)			—			—			10.8	x		10.0	x		10.5	x		—			—			—
Ratio of earnings to fixed charges(10)			0.97	x		0.28	x		0.15	x		1.03	x		1.04	x		1.08	x		0.47	x		0.61	x

(1): Minimum rents refers to the rent recognized for GAAP purposes during a lease term, regardless of tenant sales volume, including straight line rents, percent rent in lieu of base rent and termination income, and exclusive of any recovery charges.
(2): Overage rents refers to the additional rents paid to us based upon tenant sales during a lease term.
(3): Consistent with real estate industry and investment community practices, we use FFO as a supplemental measure of our operating performance. The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income (loss) attributable to common stockholders (computed in accordance with current accounting principles generally accepted in the United States of America ("GAAP")), excluding gains or losses from cumulative effects of accounting changes, extraordinary items and sales of depreciable properties, plus real estate related depreciation and amortization and after adjustments for the preceding items in our unconsolidated partnerships and joint ventures.

We consider FFO a useful supplemental measure and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. FFO does not include real estate depreciation and amortization required by GAAP because 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, we believe that FFO provides investors with a clearer view of our operating performance, particularly with respect to our rental properties. FFO is not a measurement of our financial performance under GAAP and should not be considered as an alternative to revenues, operating income (loss), net income (loss) attributable to common stockholders or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

	Historical															Pro Forma

	Six Months Ended June 30,															Six Months Ended June 30,
							Years Ended December 31,
							Years Ended December 31,															Year Ended December 31, 2009
	2010			2009			2009			2008			2007			2010			2009			Year Ended December 31, 2009
	(In thousands)
FFO:
General Growth stockholders	$	334,104		$	(105,038	)	$	(411,332	)	$	696,190		$	892,699		$	426,456		$	336,285		$	721,446
Operating Partnership unitholders		7,667			(2,693	)		(10,052	)		136,896			190,740			8,519			558			6,035

Operating Partnership		341,771			(107,731	)		(421,384	)		833,086			1,083,439			434,975			336,843			727,481
Depreciation and amortization of capitalized real estate costs		(423,042	)		(462,679	)		(899,316	)		(885,814	)		(797,189	)		(613,524	)		(614,632	)		(1,226,147	)
Gains (losses) on sales of investment properties(a)		11,926			(55	)		921			55,044			42,745			11,926			(55	)		(18	)
Noncontrolling interests in depreciation of Consolidated Properties and other		1,962			1,768			3,717			3,330			3,199			1,927			1,768			3,717
Allocation to noncontrolling interests Operating Partnership unitholders		1,512			14,216			31,373			(927	)		(58,552	)		215			12,121			30,606

Net income (loss) attributable to common stockholders	$	(65,871	)	$	(554,481	)	$	(1,284,689	)	$	4,719		$	273,642		$	(164,481	)	$	(263,955	)	$	(464,361	)

(4)

We believe that NOI is a useful supplemental measure of our operating performance. We define NOI as operating revenues (rental income, land and condominium sales, tenant recoveries and other income) less property and related expenses (real estate taxes, land and condominium sales operating costs, marketing and other property expenses, exclusive of depreciation and amortization and rental investment property impairment). Other real estate companies may use different methodologies for calculating NOI, and accordingly, our presentation of NOI may not be comparable to other real estate companies.

Because NOI excludes general and administrative expenses, interest expense, retail investment property impairment or other non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to non-controlling interests, reorganization items, and extraordinary items, we believe that 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, land values and operating costs. This measure thereby provides an operating perspective not immediately apparent from GAAP operating income (loss) or net income (loss) attributable to common stockholders. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

In addition, management believes that NOI provides useful information to the investment community about our operating performance. However, due to the exclusions noted above, NOI should only be used as a supplemental measure of our financial performance and not as an alternative to GAAP operating income (loss) or net income (loss) attributable to common stockholders.

We present information on our Consolidated Properties (described below) and Unconsolidated Properties (described below) separately. Consolidated Properties are those properties in which we own either a majority or controlling interest and, as a result, are consolidated under GAAP. Unconsolidated Properties are those properties owned by joint venture entities in which we own a non-controlling interest (or "Unconsolidated Real Estate Affiliates") and which are unconsolidated under GAAP. As a significant portion of our total operations are structured as joint venture arrangements which are unconsolidated, we believe that operating data with respect to all properties owned provides important insights into the income produced by such investments for our company as a whole. In addition, the individual items of revenue and expense for the Unconsolidated Properties have been presented at our ownership share of such unconsolidated ventures. As substantially all of the management operating philosophies and strategies are the same regardless of ownership structure, we believe that an aggregate presentation of NOI and other operating statistics yields a more accurate representation of the relative size and significance of such elements of our overall operations.

The following is a reconciliation of NOI to operating income (loss):

	Historical															Pro Forma

	Six Months Ended June 30,						Years Ended December 31,									Six Months Ended June 30,			Six Months Ended June 30,			Year Ended December 31,
	2010			2009			2009			2008			2007			2010			2009			2009
	(In thousands)
NOI	$	1,182,806		$	1,114,092		$	2,296,747		$	2,565,784		$	2,391,611		$	1,129,712		$	1,164,986		$	2,306,728
Unconsolidated properties		(209,344	)		(202,690	)		(401,614	)		(423,011	)		(446,631	)		(199,635	)		(194,278	)		(392,986	)
Management fees and other corporate revenues		33,988			40,719			75,851			96,495			119,941			33,988			40,696			75,828
Property management and other costs		(83,949	)		(85,609	)		(176,876	)		(184,738	)		(198,610	)		(74,953	)		(77,177	)		(159,231	)
General and administrative		(13,306	)		(14,112	)		(28,608	)		(39,245	)		(37,005	)		(13,306	)		(14,112	)		(28,608	)
Strategic initiatives		—			(64,013	)		(67,341	)		(18,727	)		—			—			(58,899	)		(61,961	)
Litigation benefit (provision)		—			—			—			57,145			(89,225	)		—			—			—
Provisions for impairment		(31,273	)		(304,789	)		(1,115,119	)		(76,265	)		(2,933	)		—			—			—
Depreciation and amortization		(352,621	)		(391,087	)		(755,161	)		(759,930	)		(670,454	)		(544,672	)		(544,672	)		(1,089,341	)
Noncontrolling interests in NOI of consolidated properties and other		6,134			5,643			10,787			11,063			11,167			6,023			5,641			12,109

Operating income (loss)	$	532,435		$	98,154		$	(161,334	)	$	1,228,571		$	1,077,861		$	337,157		$	322,185		$	662,538

(5)

Net debt is not a defined term under GAAP. It is defined as total debt less cash and cash equivalents.

(6)

EBITDA is defined as net income (loss) attributable to common stockholders, plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. We calculate Adjusted EBITDA by adjusting EBITDA for the following items: (a) costs incurred with respect to reorganization items following Existing GGP's filing for bankruptcy protection, including gains on liabilities subject to compromise (liabilities incurred prior to the commencement of the Chapter 11 Cases, which amount represents the estimate of known or potential pre-petition claims to be resolved in connection with the Chapter 11 Cases), interest income, U.S. Trustee fees and other restructuring items; (b) our 2009 strategic initiatives, which consist of our pre-bankruptcy filing restructuring costs; (c) provisions for impairment; and (d) a gain related to the initial public offering of our joint venture in Brazil. We present EBITDA and Adjusted EBITDA because we believe certain investors use them as measures of a company's historical operating performance and its ability to service and incur debt. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors because Adjusted EBITDA excludes certain non-recurring and non-cash items, including reorganization items related to the bankruptcy, which we believe are not indicative of our core operating performance and which are not excluded in the calculation of EBITDA.

EBITDA and Adjusted EBITDA should not be considered as alternatives to GAAP net income (loss) attributable to common stockholders, have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are:

•: they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
•: they do not reflect changes in, or cash requirements for, our working capital needs;

	Historical															Pro Forma

	Six Months Ended June 30,						Year Ended December 31,									Six Months Ended June 30, 2010			Six Months Ended June 30, 2009
	Six Months Ended June 30,						Year Ended December 31,															Year Ended December 31, 2009
	2010			2009			2009			2008			2007									Year Ended December 31, 2009
	(In thousands)
Adjusted EBITDA	$	1,118,544		$	1,152,407		$	2,207,530		$	2,455,954		$	2,299,607		$	1,327,179		$	1,180,322		$	2,256,215
Strategic Initiatives(a)		—			(64,013	)		(67,341	)		(18,727	)		—			—			(58,899	)		(61,961	)
Provisions for impairment(b)		(31,694	)		(416,687	)		(1,271,529	)		(117,000	)		(130,765	)		—			—			—
Gain on Brazilian Joint Venture IPO(c)		9,383			—			—			—			—			9,383			—			—
Debt extinguishment costs		(157	)		(578	)		(578	)		(5,376	)		1,675			(157	)		(578	)		(569	)
Reorganization items(d)		9,301			(24,918	)		146,190			—			—			—			—			—
Discontinued operations (losses) gains on dispositions		—			(55	)		921			55,044			—			—			(55	)		1,860

EBITDA		1,105,377			646,156			1,015,193			2,369,895			2,170,517			1,336,405			1,120,790			2,195,545
Depreciation and amortization		(427,832	)		(467,555	)		(865,611	)		(850,896	)		(769,268	)		(774,742	)		(628,886	)		(1,214,489	)
Amortization of deferred finance costs		(17,189	)		(26,799	)		(47,396	)		(47,964	)		(20,574	)		(16,884	)		(26,799	)		(47,396	)
Interest income		3,991			3,163			7,656			9,170			25,058			3,229			2,647			5,303
Interest expense		(707,874	)		(713,048	)		(1,428,831	)		(1,439,958	)		(1,349,504	)		(706,266	)		(733,437	)		(1,408,567	)
(Povision for) benefit from income taxes		(18,300	)		(4,695	)		14,164			(21,586	)		291,330			(2,252	)		(6,632	)		(14,689	)
Allocation to noncontrolling interests		(4,044	)		8,297			20,136			(13,942	)		(73,917	)		(3,971	)		8,362			19,932

Net income (loss) attributable to common stockholders	$	(65,871	)	$	(554,481	)	$	(1,284,689	)	$	4,719		$	273,642		$	(164,481	)	$	(263,955	)	$	(464,361	)

An investment in our notes and our common stock issuable upon exchange of the notes involves a high degree of risk and uncertainty. You should carefully consider the following risks, as well as the other information contained in this prospectus, before making an investment in our company. If any of the following risks actually occur, our business, results of operations, financial condition and cash flows may be adversely affected. In such an event, the trading price of our notes and our common stock issuable upon exchange of the notes could decline and you could lose part or all of your investment. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operation, which also could result in the loss of all or part of your investment.

Our real property investments are influenced by the regional and local economy, which may be negatively impacted by plant closings, industry slowdowns, increased unemployment, lack of availability of consumer credit, increased levels of consumer debt, poor housing market conditions, adverse weather conditions, natural disasters and other factors. Similarly, local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods, and the supply and creditworthiness of current and prospective tenants may affect the ability of our properties to generate significant revenue.

Economic conditions, especially in the retail sector, may have an adverse affect on our revenues and available cash

General and retail economic conditions continue to be weak, and we do not expect a near term return to the economic conditions that prevailed in 2007. High unemployment, weak income growth, tight credit and the need to pay down existing debt may continue to negatively impact consumer spending. Given these economic conditions, we believe there is a significant risk that the sales at stores operating in our malls will either not improve, or will improve more slowly than we expect, which will have an adverse impact on our ability to implement our strategy and may have a negative effect on our operations and our ability to attract new tenants.

We may be unable to lease or re-lease space in our properties on favorable terms or at all

Our results of operations depend on our ability to continue to strategically lease space in our properties, including re-leasing space in properties where leases are expiring, optimizing our tenant mix or leasing properties on more economically favorable terms. Because approximately eight to nine percent of our total leases expire annually, we are continually focused on our ability to lease properties and collect rents from tenants. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases. If the sales at certain stores operating in our regional malls do not improve sufficiently, tenants might be unable to pay their existing minimum rents or expense recovery charges, since these rents and charges would represent a higher percentage of their sales. If our existing tenants' sales do not improve, new tenants would be less likely to be willing to pay minimum rents as high as they would otherwise pay. In addition, some of our leases are fixed-rate leases, and we may not be able to collect rent sufficient to meet our costs. Because substantially all of our income is derived from rentals of real property, our income and available cash would be adversely affected if a significant number of tenants are unable to meet their obligations.

The bankruptcy or store closures of national tenants, which are tenants with chain of stores in many of our properties, may adversely affect our revenues

Our leases generally do not contain provisions designed to ensure the creditworthiness of the tenant, and in recent years a number of companies in the retail industry, including some of our tenants, have declared bankruptcy or voluntarily closed certain of their stores. We may be unable to re-lease such space or to re-lease it on comparable or more favorable terms. As a result, the bankruptcy or closure of a national tenant may adversely affect our revenues.

Certain co-tenancy provisions in our lease agreements may result in reduced rent payments, which may adversely affect our operations and occupancy

Many of our lease agreements include a co-tenancy provision which allows the tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels. Therefore, if occupancy or tenancy fall below certain thresholds, rents we are entitled to receive from our retail tenants could be reduced and may limit our ability to attract new tenants.

It may be difficult to sell real estate quickly, and transfer restrictions apply to some of our properties

Equity real estate investments are relatively illiquid, and this characteristic may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. In addition, significant expenditures associated with each equity investment, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investment. If income from a property declines while the related expenses do not decline, our income and cash available to us would be adversely affected. If it becomes necessary or desirable for us to dispose of one or more of our mortgaged properties, we might not be able to obtain a release of the lien on the mortgaged property without payment of the associated debt. The foreclosure of a mortgage on a property or inability to sell a property could adversely affect the level of cash available to us.

Our business is dependent on perceptions by retailers and shoppers of the convenience and attractiveness of our retail properties, and our inability to maintain a positive perception may adversely affect our revenues

We are dependent on perceptions by retailers or shoppers of the safety, convenience and attractiveness of our retail properties. If retailers and shoppers perceive competing retail properties and other retailing options such as the internet to be more convenient or of a higher quality, our revenues may be adversely affected.

We redevelop and expand properties, and this activity is subject to various risks, including insufficient capital for such projects

Although Existing GGP significantly reduced its development and expansion activities prior to filing for bankruptcy protection, certain redevelopment, expansion and reinvestment projects are part of our long-term strategy. In connection with such projects, we will be subject to various risks, including the following:

If redevelopment, expansion or reinvestment projects are unsuccessful, our investments in those projects may not be fully recoverable from future operations or sales.

There are numerous shopping facilities that compete with our properties in attracting retailers to lease space. Existing GGP's bankruptcy has impaired, and following its emergence from bankruptcy, may continue to impair the desirability and competitiveness of our regional malls. In addition, retailers at our properties face continued competition from retailers at other regional malls, outlet malls and other discount shopping centers, discount shopping clubs, catalog companies, and through internet sales and telemarketing. Competition of these types could adversely affect our revenues and cash flows.

We compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include REITs, investment banking firms and private institutional investors.

Our ability to realize our strategies and capitalize on our competitive strengths are dependent on our ability to effectively operate a large portfolio of high quality malls, maintain good relationships with our tenants and consumers, and remain well-capitalized, and our failure to do any of the foregoing could affect our ability to compete effectively in the markets in which we operate.

We may not be able to effectively improve our financial position and maximize the attractiveness of our properties to our tenants and consumers in accordance with our business strategy. For example, we may not be able to effectively reduce our debt and build liquidity at the pace or in such amounts as we believe would be most beneficial to our ability to optimize our portfolio. Further, we may misjudge tenant and consumer needs and desires, and our strategies may not address them adequately or at all. Even if we can appropriately gauge the needs and desires of our tenants and consumers, we may not be able to execute our business strategies on a timely basis, if at all. In addition, we may not be able to attract the best tenants for a particular property or enhance the consumer experience in our malls for several reasons outside of our control, including a lack of adequate funding, unforeseen changes to consumer shopping patterns or internal or branding changes among our tenants. In addition, we may not have sufficient capital or funding sources to fully pursue our business strategies, including the redevelopment and expansion of our properties and the provision of tenant allowances and tenant improvements to attract tenants. As a result, our strategies may not effectively grow our business or revenues as intended. We also may change our strategies over time and there can be no assurance that any new strategies will be effective.

Some of our properties are subject to potential natural or other disasters

A number of our properties are located in areas which are subject to natural or other disasters, including hurricanes, earthquakes and oil spills. For example, we expect our properties in the Gulf of Mexico region to suffer economically from job losses and reduced tourism as result of the oil spill in 2010. In addition, certain of our properties are located in California or in other areas with higher risk of earthquakes. Furthermore, many of our properties are located in coastal regions, and would

therefore be affected by any future increases in sea levels, the frequency or severity of hurricanes and tropical storms or environmental disasters such as the oil spill in the Gulf of Mexico, whether such events are caused by global climate changes or other factors.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations

Future terrorist attacks in the United States or other acts of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a resulting decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates. Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations. To the extent that our tenants are affected by future attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. These acts might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our new or redeveloped properties, and limit our access to capital or increase our cost of raising capital.

Under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property, and may be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous or toxic substances. The presence of contamination or the failure to remediate contamination may adversely affect the owner's ability to sell or lease real estate or to borrow using the real estate as collateral. Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air. Federal and state laws also regulate the operation and removal of underground storage tanks. In connection with the ownership, operation and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.

Our properties have been subjected to varying degrees of environmental assessment at various times. However, the identification of new areas of contamination, a change in the extent or known scope of contamination or changes in cleanup requirements could result in significant costs to us.

We carry comprehensive liability, fire, flood, earthquake, terrorism, extended coverage and rental loss insurance on all of our properties. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are, however, some types of losses, including lease and other contract claims, which generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property. If this happens, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

Inflation may adversely affect our financial condition and results of operations

Should inflation increase in the future, we may experience any or all of the following:

Inflation also poses a potential risk to us due to the probability of future increases in interest rates. Such increases would adversely impact us due to our outstanding variable-rate debt as well as result in higher interest rates on new fixed-rate debt.

Following the consummation of the Plan, New GGP will be a holding company with no operations of its own and will depend on its subsidiaries for cash

The operations of Existing GGP are, and, following Existing GGP's emergence from bankruptcy, New GGP's operations will be conducted almost entirely through its subsidiaries. New GGP's ability to make dividends or distributions in connection with being a REIT is highly dependent on the earnings of and the receipt of funds from its subsidiaries through dividends or distributions, and its ability to generate cash to meet its debt service obligations is further limited by its subsidiaries' ability to make such dividends, distributions or intercompany loans. New GGP's subsidiaries' ability to pay any dividends or distributions to New GGP are limited by their obligations to satisfy their own obligations to their creditors and preferred stockholders before making any dividends or distributions to New GGP. In addition, Delaware law imposes requirements that may restrict our ability to pay dividends to holders of New GGP's common stock.

We share control of some of our properties with other investors and may have conflicts of interest with those investors

While we generally make all operating decisions for the Unconsolidated Properties, we are required to make other decisions with the other investors who have interests in the relevant property or properties. For example, the approval of certain of the other investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties, as well as to bankruptcy decisions related to the Unconsolidated Properties and related joint ventures. Also, the assets of Unconsolidated Properties may be used as collateral to secure loans of our joint venture partners, and the indemnity we may be entitled to from our joint venture partners could be worth less than the value of those assets. We might not have the same interests as the other investors in relation to these transactions. Accordingly, we might not be able to favorably resolve any of these issues, or we might have to provide financial or other inducements to the other investors to obtain a favorable resolution.

In addition, various restrictive provisions and rights apply to sales or transfers of interests in our jointly owned properties. As such, we might be required to make decisions about buying or selling interests in a property or properties at a time that is not desirable.

Bankruptcy of our joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties

The bankruptcy of one of the other investors in any of our jointly owned shopping malls could materially and adversely affect the relevant property or properties. Pursuant to the Bankruptcy Code, we would be precluded from taking some actions affecting the estate of the other investor without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.

We own properties through partnerships which have arrangements in place that protect the deferred tax situation of our existing third party limited partners. Violation of these arrangements could impose costs on us. As a result, we may be restricted with respect to decisions such as financing, encumbering, expanding or selling these properties.

Several of our joint venture partners are tax-exempt. As such, they are taxable to the extent of their share of unrelated business taxable income generated from these jointly owned properties. As the manager of these joint ventures, we have obligations to avoid the creation of unrelated business taxable income at these properties. As a result, we may be restricted with respect to decisions related to the financing of and revenue generation from these properties.

New GGP may not meet the conditions for qualification as a REIT or thereafter maintain its status as a REIT

New GGP has agreed to elect to be treated as a REIT in connection with the filing of its tax return for the year in which Existing GGP emerges from bankruptcy, subject to New GGP's ability to meet the requirements of a REIT at the time of election. Such election would be retroactive to the beginning of such taxable year. New GGP may not meet the conditions for qualification as a REIT. In addition, once an entity is qualified as a REIT, the Internal Revenue Code (the "Code") generally requires that such entity pay tax on or distribute 100% of its capital gains and distribute its ordinary taxable income to shareholders. To avoid current entity level U.S. federal income taxes, New GGP expects to distribute 100% of its capital gains and ordinary income to shareholders annually. For 2010 and 2011, New GGP intends to make 90% of this distribution in New GGP common stock and 10% in cash. Beginning in 2012, New GGP expects to make a maximum of 80% of this distribution in New GGP common stock and a minimum of 20% of this distribution in cash. New GGP may not have sufficient liquidity to meet these distribution standards.

If, with respect to any taxable year, New GGP fails to maintain its qualification as a REIT, it would not be allowed to deduct distributions to shareholders in computing its taxable income and federal income tax. If any of New GGP's REIT subsidiaries (including Existing GGP) fail to qualify as a REIT, such failure could result in New GGP's loss of its REIT status. The corporate level income tax, including any applicable alternative minimum tax, would apply to its taxable income at regular corporate rates. As a result, the amount available for distribution to holders of equity securities that would otherwise receive dividends would be reduced for the year or years involved, and New GGP would no longer be required to make distributions. In addition, unless it were entitled to relief under the relevant statutory provisions, New GGP would be disqualified from treatment as a REIT for four subsequent taxable years.

An ownership limit, certain anti-takeover defenses and applicable law may hinder any attempt to acquire us

We expect to amend and restate our certificate of incorporation prior to the consummation of the Plan. We expect that our amended and restated certificate of incorporation will contain the following limitations.

The ownership limit. Generally, for us to qualify as a REIT under the Code for a taxable year, not more than 50% in value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of such taxable year, and no one individual may own more than 9.9% of the outstanding shares of capital stock unless our board of directors provides a waiver from the ownership restrictions, which the Investment Agreements contemplate subject to the applicable Plan Sponsor making certain respresentations and covenants. The Code defines "individuals" for purposes of the requirement described in the preceding sentence to include some types of entities. However, our certificate of incorporation also permits us to exempt a person from the ownership limit described therein upon the satisfaction of certain conditions which are described in our certificate of incorporation.

Selected provisions of our charter documents. Upon consummation of the Plan, our board of directors will be divided into three classes of directors. Directors of each class are chosen for three-year staggered terms. Staggered terms of directors may reduce the possibility of a tender offer or an attempt to change control of our company, even though a tender offer or change in control might be in the best interest of our stockholders. Our charter authorizes the board of directors:

Selected provisions of Delaware law. We are a Delaware corporation, and Section 203 of the Delaware General Corporation Law applies to us. In general, Section 203 prevents an "interested stockholder" (as defined below), from engaging in a "business combination" (as defined in the statute) with us for three years following the date that person becomes an interested stockholder unless one or more of the following occurs:

The statute defines "interested stockholder" as any person that is the owner of 15% or more of our outstanding voting stock or is an affiliate or associate of us and was the owner of 15% or more of

our outstanding voting stock at any time within the three-year period immediately before the date of determination.

Each item discussed above may delay, deter or prevent a change in control of our company, even if a proposed transaction is at a premium over the then current market price for our common stock. Further, these provisions may apply in instances where some stockholders consider a transaction beneficial to them. As a result, our stock price may be negatively affected by these provisions.

In July 2010, Existing GGP received notice that, pursuant to an April 21, 2010 order, the SEC is conducting a formal, non-public investigation into possible violations of proscriptions on insider trading under the federal securities laws by certain current and former officers and directors. The formal investigation is the continuation of an informal inquiry which the SEC initiated in October 2008. Existing GGP intends to continue to cooperate fully with the SEC with respect to the investigation. While Existing GGP cannot predict the outcome of this investigation with certainty, based on the information currently available to it, Existing GGP believes that the outcome of the investigation will not have a material adverse effect on its financial condition or results of operations.

The Bankruptcy Court may not confirm the Plan prior to the maturity date of the notes or at all. If the Plan is not confirmed prior to the maturity date, Existing GGP will redeem the notes at a price equal to 100% of the aggregate principal amount of the notes, plus accrued interest to, but not including, the redemption date. Holders of the notes will not receive any additional payments and will not have any exchange rights for the common stock of Existing GGP or New GGP. See "Description of the Notes—General."

If the Plan is confirmed prior to the maturity date as anticipated, we cannot assure you that Existing GGP's stakeholders will not contest the Plan through litigation following Existing GGP's emergence from bankruptcy. Also, as is typical in bankruptcy cases like ours, the final resolution of all claims against the TopCo Debtors may extend beyond the effective date of the Plan and the ultimate resolution of such claims may be different from the treatment we have assumed for purposes of the preparation of the unaudited pro forma condensed consolidated financial information included in this prospectus. The loss of any such claim could have a material adverse effect on us.

Existing GGP's historical financial statements state that uncertainties related to its emergence from protection under the Bankruptcy Code raise substantial doubt about its ability to continue as a going concern and we cannot assure you that we may not include similar disclosure in our financial statements in the future

This prospectus includes the audited consolidated financial statements of Existing GGP as of December 31, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009. The audit opinion accompanying these financial statements states that uncertainties related to Existing GGP's emergence from bankruptcy raises substantial doubt about its ability to continue as a going concern. Although we believe that as of the Effective Date the bases for uncertainties relating to our ability to continue as a going concern will no longer exist, we cannot assure you that similar disclosure will not be included in our future financial statements.

Because our financial statements will reflect adjustments related to the acquisition method of accounting upon Existing GGP's emergence from bankruptcy, information reflecting our results of operations and financial condition will not be comparable to prior periods and may vary significantly from the acquisition accounting adjustments used to calculate the pro forma financial data that is included in this prospectus

Acquisition accounting will be triggered as a result of the structure of the Plan Sponsors' investments, as set forth in the Plan. Following Existing GGP's emergence from bankruptcy, it will be difficult to compare certain information reflecting our results of operations and financial condition to those for historical periods prior to emergence from bankruptcy. We have made estimates of our tangible and intangible assets as of June 30, 2010, and the fair value of Existing GGP's assets has been allocated to specific assets in accordance with such estimates, as reflected in "Unaudited Pro Forma Condensed Consolidated Financial Information." The actual amounts of net assets on the Effective Date may vary from the estimated pro forma amounts, and the final valuation of net assets may be materially different than as reflected in the unaudited pro forma condensed financial data contained in this prospectus. See "Unaudited Pro Forma Condensed Consolidated Financial Information" and the notes thereto.

Our actual financial results may vary significantly from the projections filed with the Bankruptcy Court

The Disclosure Statement, which the TopCo Debtors were required to prepare in connection with the Plan, contains projected financial information and estimates of value that demonstrate the feasibility of the Plan and the TopCo Debtors' and Spinco's ability to continue operations upon their emergence from proceedings under the Bankruptcy Code. The information in the Disclosure Statement was prepared for the limited purpose of furnishing recipients of such Disclosure Statement with adequate information to make an informed judgment regarding acceptance of the Plan and was not prepared for the purpose of providing the basis for an investment decision relating to any securities of New GGP or Spinco. The projections and estimates of value, as well as the Disclosure Statement, are expressly excluded from this prospectus and should not be relied upon in any way or manner in connection with this offering and should not be regarded for the purpose of this prospectus as representations or warranties by Existing GGP, New GGP, Spinco or any other person, as to the accuracy of such information or that any such projections or valuations will be realized. Those projections and estimates of value have not been, and will not be, updated on an ongoing basis, and they were not audited or reviewed by independent accountants. They reflect numerous assumptions concerning our anticipated future performance and with respect to prevailing and anticipated market and economic conditions that were, and remain, beyond our control. Projections and estimates of value are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive risks, and the assumptions underlying the projections and/or valuation estimates may be wrong in any material respect. Actual results may vary and may continue to vary significantly from those contemplated by the projections and/or valuation estimates. As a result, you should not rely on those projections and/or valuation estimates in deciding whether to invest in the notes.

We will not know the terms or outstanding amount of all of Existing GGP's post-emergence debt until the solicitation of approvals contemplated by the Plan is completed

The Plan provides for the treatment of administrative expense claims, prepetition claims and equity interests against and in the TopCo Debtors, as described in "Plan of Reorganization." In order for the TopCo Debtors to successfully emerge from bankruptcy protection, the Bankruptcy Court must first confirm a plan of reorganization with respect to the TopCo Debtors that satisfies the requirements of the Bankruptcy Code. Under the Plan, certain indebtedness may be reinstated unless holders elect to receive cash in an amount equal to the outstanding principal amount of any allowed claims plus accrued and unpaid interest. See "Plan of Reorganization." Because we cannot predict the actual

participation level, we will not know whether the holders of Existing GGP's indebtedness will elect to receive cash in lieu of reinstatement. As a result, the actual amount of indebtedness outstanding upon Existing GGP's emergence from bankruptcy may differ from the amounts assumed in this prospectus. See "Capitalization" and "Unaudited Pro Forma Condensed Consolidated Financial Information."

Existing GGP may not be able to satisfy the conditions of the investment agreement with Brookfield Investor, the satisfaction of which is a condition to the mandatory exchange of the notes

The funding obligations of Brookfield Investor pursuant to its investment agreement are subject to the satisfaction of numerous conditions, many of which are beyond the control of Existing GGP, New GGP and Spinco. For example, the agreement with Brookfield Investor requires that the shares of New GGP Common Stock be authorized for listing on the NYSE and that the shares of Spinco common stock be authorized for listing on a U.S. national securities exchange. In addition, the agreement requires the transfer of specific assets to Spinco. Under certain circumstances, in lieu of transferring the specified assets, the agreement permits either (i) the creation of a synthetic instrument that would place Spinco in the same economic position as if such Spinco asset had been transferred, or (ii) the contribution to Spinco of an asset having reasonably equivalent economic value and financial impact in the event that the creation of a synthetic instrument is not practicable. The agreement also requires us to resolve outstanding claims in respect of Existing GGP's obligations under the Contingent Stock Agreement effective January 1, 1996 (such obligations, "the Hughes heirs obligations"). We cannot assure you that Existing GGP, New GGP or Spinco will be able to satisfy any or all of the conditions to Brookfield Investor's funding obligations set forth in the Brookfield Investor investment agreement, including, but not limited to, those conditions set forth above.

We cannot be certain that the Chapter 11 Cases will not adversely affect our operations going forward. Existing GGP's bankruptcy may have affected our relationship with key employees, tenants, consumers, suppliers and communities, and our future success depends on our ability to maintain these relationships

Although Existing GGP will emerge from bankruptcy upon consummation of the Plan, we cannot assure you that Existing GGP having been subject to bankruptcy protection will not adversely affect our operations going forward, including our ability to negotiate favorable terms from and maintain relationships with tenants, consumers, suppliers and communities. The failure to obtain such favorable terms and maintain such relationships could adversely affect our financial performance and our ability to realize our strategy.

We are dependent on our long-tenured operational leadership to effectively manage properties across our portfolio, and an inability to retain these key employees following Existing GGP's emergence from bankruptcy could adversely affect our operations.

Following Existing GGP's emergence from bankruptcy, the Plan Sponsors may have substantial control of us, and their interests may not be aligned with yours

Assuming that the proceeds of this offering are used to reduce the commitments of Pershing Square and Fairholme as described in this prospectus and after giving effect to the Blackstone Designation, we expect that Brookfield Investor, Pershing Square and Fairholme will beneficially own approximately %, % and %, respectively, of the shares of New GGP common stock after the consummation of the Plan (excluding shares issuable upon the exercise of warrants) and approximately %, % and %, respectively, (including shares issuable upon the exercise of warrants). See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors."

Although the Plan Sponsors are required to enter into non-control agreements to limit their influence, the concentration of ownership of our outstanding equity in the Plan Sponsors may make some transactions more difficult or impossible without the support of the Plan Sponsors, or more likely with the support of the Plan Sponsors. The interests of any of the Plan Sponsors, any other substantial stockholder or any of their respective affiliates could conflict with or differ from our interests or the interests of the holders of the notes. For example, the concentration of ownership held by the Plan Sponsors could delay, defer or prevent a change of control of our company or impede a merger, takeover or other business combination that may otherwise be favorable for us and the other stockholders. A Plan Sponsor, substantial stockholder or affiliate thereof may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. In addition, one or more of the Plan Sponsors may purchase notes in this offering. We cannot assure you that the non-control agreements can fully protect against these risks. See "Plan of Reorganization—Plan of Reorganization and Disclosure Statement—Funding of the Plan—Non-Control Agreements."

As long as the Plan Sponsors and any other substantial stockholder own, directly or indirectly, a substantial portion of our outstanding shares, subject to the terms of the non-control agreements and were they to act in a coordinated manner, they would be able to exert significant control over us, including:

For a detailed description of the rights afforded to the Plan Sponsors pursuant to the Investment Agreements, see "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors."

Our new directors and officers from and after the Effective Date may change our current long-range plan

As of the Effective Date, we will have a nine-member board of directors, of which three members will be designated by Brookfield Investor and one member will be designated by Pershing Square. Our executive officers may change following the Effective Date, subject to their appointment by the new board of directors. Following the Effective Date, the new board of directors and management team may make material changes to our business, operations and long-range plans described in this prospectus. It is impossible to predict what these changes will be and the impact they will have on our future results of operations and the price of our common stock. See "Management—Executive Officer Information."

Our substantial indebtedness adversely affects our financial health and operating flexibility

After giving effect to the Plan and excluding the Special Consideration Properties, we expect to have approximately $20.2 billion aggregate principal amount of indebtedness outstanding, including $1.345 billion of reinstated Rouse notes (and/or replacement notes being offered to the holders of the Rouse notes pursuant to the Plan), approximately $206.2 million of reinstated trust preferred securities, approximately $16.2 billion of consolidated project-level mortgage debt and approximately $2.5 billion of our share of unconsolidated debt. In addition, the Plan provides that holders of GGPLP's 3.98% exchangeable notes may elect to receive cash payment in full or reinstatement of their notes. To the extent holders of these notes elect reinstatement, the amount of our pro forma indebtedness and pro forma cash and cash equivalents included in this prospectus would increase. Our indebtedness could have important consequences to us and the value of our common stock, including:

Our debt contains restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions or operate our business

As of June 30, 2010, Existing GGP has restructured approximately $14.9 billion of secured mortgage debt since its initial bankruptcy filing. The terms of certain of this debt will require us to satisfy certain customary affirmative and negative covenants and to meet financial ratios and tests, including ratios and tests based on leverage, interest coverage and net worth, or to satisfy similar tests as a precondition to incurring additional debt. We also expect to enter into a new secured term loan and revolving credit facility containing similar covenants and restrictions. In addition, certain of our indebtedness that may be reinstated in connection with the Plan contains restrictions. See "Description of Other Indebtedness." The covenants and other restrictions under our debt agreements affect, among other things, our ability to:

Further, our ability to incur debt under the indentures governing the Rouse notes which are expected to remain outstanding through November 2013 (the latest maturity of the three series of reinstated Rouse notes or the replacement notes being offered to the holders of the Rouse notes pursuant to the Plan), is determined by the calculation of several covenant tests, including ratios of secured debt to gross assets and total debt to gross assets. We do not intend to include a net intercompany receivable currently owed by Existing GGP to Rouse as an asset for the purposes of calculating these covenants, but we do intend to include full allocations of certain indebtedness guaranteed by Rouse or its subsidiaries. As a result, our methodology for calculating these ratios would differ from the methodology used prior to the Existing GGP bankruptcy filing. We expect that Rouse and its subsidiaries may need to refinance project-level debt prior to 2013, and our ability to refinance such debt may be limited by these ratios which are calculated on an incurrence basis, and any potential non-compliance with the covenants may result in Rouse seeking other sources of capital, including investments from us, or may result in a default on the reinstated Rouse notes.

Due to the current lending environment, Existing GGP's bankruptcy proceedings, our financial condition and general economic factors, our refinanced debt contains certain terms which are less attractive than the terms contained in the debt being refinanced. Such terms include more restrictive operational and financial covenants, restrictions on the distribution of cash flows from properties serving as collateral for the debt and, in certain instances, higher interest rates. These fees and cash flow restrictions may affect our ability to fund our on-going operations from our operating cash flows and we may be significantly limited in our operating and financial flexibility and, thus, may be limited in our ability to respond to changes in our business or competitive activities.

We may not be able to refinance, extend or repay our portion of substantial indebtedness of our Unconsolidated Properties

Our Unconsolidated Properties have a substantial amount of debt. As of June 30, 2010, our share of indebtedness secured by our Unconsolidated Properties was approximately $2.9 billion. We cannot assure you that our Unconsolidated Real Estate Affiliates will be able to support, extend, refinance or repay their debt on acceptable terms or otherwise. If we or our joint venture partners cannot service this debt, the joint venture may have to deed property back to the applicable lenders. There can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. The ability to refinance this debt is negatively affected by the current condition of the credit markets, which have significantly reduced the capacity levels of commercial lending. The ability to successfully refinance or extend this debt may also be negatively affected by Existing GGP's bankruptcy proceedings and the restructuring of the TopCo Debtors' debt, as well as the real or perceived decline in the value of our Unconsolidated Properties based on general and retail economic conditions.

In connection with the Plan, management has set target goals for our Adjusted EBITDA and other financial measures over the next several years. These targets are based on current information, are subject to change and may be impacted by factors outside of our control, including general economic factors, interest rates and consumer trends. As a result, we cannot assure you that we will achieve any stated target Adjusted EBITDA and other financial measures in the future.

We may not be able to raise capital through the sale of properties, including the strategic sale of non-core assets at prices we believe are appropriate

We desire to opportunistically sell non-core assets, such as stand-alone office buildings, strip shopping centers and certain regional malls. Our ability to sell our properties to raise capital may be limited. The retail economic climate negatively affects the value of our properties and therefore

reduces our ability to sell these properties on acceptable terms. Our ability to sell our properties is also negatively affected by the weakness of the credit markets, which increases the cost and difficulty for potential purchasers to acquire financing, as well as by the illiquid nature of real estate. For example, as part of our strategy to further delever our balance sheet in order to build liquidity and optimize our portfolio, we plan to reposition certain of our underperforming properties, as well as give back our Special Consideration Properties to the applicable lenders. If we cannot reposition these properties on terms that are acceptable to us, we may not be able to delever and realize our strategy of building liquidity and optimizing our portfolio. See "—Business Risks" for a further discussion of the effects of the retail economic climate on our properties, as well as the illiquid nature of our investments in our properties.

Holders of the notes have only limited debt holders' rights and do not have the benefit of any anti-dilution adjustments

Holders of the notes will have only the limited rights described in this prospectus, which in many cases are substantially less than the rights of holders of typical debt securities. Until the earliest of mandatory redemption, mandatory exchange and maturity date, the escrow agent will hold the gross proceeds from the offering of the notes as collateral security for the benefit of the holders of the notes. The notes will have only a minimal stated interest rate. The notes also will not have the benefit of covenants restricting our actions or our business or any of our subsidiaries. The notes will be repaid in cash on January 31, 2011, unless earlier mandatorily exchanged into shares of our common stock or mandatorily redeemed, in an amount equal to 100% of the principal amount of the notes, plus accrued interest to, but not including, the maturity date. In addition, if an event of default has occurred, acceleration may not be an adequate remedy since New GGP is a newly formed finance subsidiary and Existing GGP is currently in bankruptcy.

The notes will be mandatorily exchanged into common stock if the mandatory exchange conditions are satisfied (or waived, if permitted by applicable law, with the consent of a majority in aggregate principal amount of the notes). Upon Existing GGP's emergence from bankruptcy, the consummation of the transactions contemplated by the investment agreement with Brookfield Investor and the satisfaction of the other conditions described under "Description of Notes—Mandatory Exchange—Conditions to Mandatory Exchange," the notes will be mandatorily exchanged into shares of our common stock.

As a holder of the notes offered hereby, you will not be entitled to any rights with respect to New GGP's common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock), but you will be subject to all changes affecting New GGP's common stock, including any amendments to its certificate of incorporation or bylaws, additional issuances of common stock, warrants or other equity interests, and other transactions that we may undertake in connection with the Plan or otherwise. You will have the rights with respect to (and will be the record holder of) New GGP's common stock only upon any mandatory exchange of the notes. You will not participate in the Spinco distribution and will not receive any anti-dilution adjustments as a result of future issuances of our common stock.

Holders of notes also have no anti-dilution adjustment protection with respect to additional shares of our common stock that will be issued pursuant to the Plan or may otherwise be issued and only limited protections for changes in our business, capitalization, assets and liabilities after the date of this prospectus. The only such protections that holders of notes will have are those afforded by the exchange conditions that provide that Existing GGP will not have made any dividends or distributions to holders of common stock since the issuance of the notes other than in order to maintain its REIT status, avoid entity level income taxes or as contemplated by the Plan and that our business will consist of substantially the lines of business conducted by Existing GGP as described in this prospectus and

activities reasonably related, ancillary, incidental or complementary thereto, and substantially the same assets, liabilities and pro forma capitalization as described in this prospectus, subject to some exceptions.

If the mandatory exchange conditions are not timely satisfied or waived or if we decide not to pursue the transactions contemplated by the investment agreement with Brookfield Investor or to pursue a plan of reorganization or other transaction that does not require the common equity provided by the exchange of the notes, we will be required to repay the notes, consequently, you may realize a lower return on your investment than if the notes had been exchanged for our common stock

Until the earlier of mandatory redemption, mandatory exchange and the maturity date, the escrow agent will hold the gross proceeds from the offering of the notes as collateral security for the benefit of the holders of the notes. The release of the escrowed funds to finance Existing GGP's emergence from bankruptcy will be conditioned upon, among other things, Existing GGP's emergence from bankruptcy, the consummation of the transactions contemplated by the investment agreement with Brookfield Investor and the satisfaction of certain conditions described under "Description of Notes—Mandatory Exchange—Conditions to Mandatory Exchange." Both the Plan and the investment agreement with Brookfield Investor are subject to numerous conditions as described under "Plan of Reorganization—Funding of the Plan—Conditions to Investment Agreements." We cannot assure you that these conditions will be satisfied. Existing GGP also has the right to terminate any of the Investment Agreements at its discretion prior to confirmation of the Plan. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Termination."

If the mandatory exchange conditions are not timely satisfied or waived, holders will only have the right to be repaid in cash on January 31, 2011, unless earlier mandatorily redeemed, at a price equal to 100% of the aggregate principal amount of the notes, plus accrued interest to, but not including, the payment date.

If Existing GGP determines, at any time prior to the earlier of mandatory exchange and the maturity date not to pursue the transactions contemplated by the investment agreement with Brookfield Investor or to pursue a plan of reorganization or other transaction (whether with Brookfield Investor or otherwise) that does not require the common equity capital provided by the exchange of the notes, New GGP will redeem the notes, in whole, but not in part, at a redemption price in cash equal to 100% of the aggregate principal amount of the notes, plus accrued interest to, but not including, the redemption date. See "Description of Notes—Mandatory Exchange—Mandatory Redemption."

The treatment of certain claims under the Plan is uncertain, and Existing GGP may make significant changes to the Plan following this offering

This offering will close prior to Existing GGP's emergence from bankruptcy and may close prior to the hearing date for confirmation of the Plan. Many of the claims against the TopCo Debtors are classified as contingent, disputed and/or unliquidated and, as a result, the allowed amount of such claims is uncertain. We cannot assure you that the terms of the Plan will not change due to the Bankruptcy Court's requirements or otherwise after this offering. The Bankruptcy Court will consider the best interests of all claim and equity security holders in Existing GGP's bankruptcy, and could require changes to the Plan which could have an adverse impact on your interests as a noteholder or future stockholder. In addition, to overcome objections to the Plan by parties-in-interest, Existing GGP may negotiate other changes to the Plan. The value of the notes and the shares of common stock that you may receive upon exchange of the notes may be adversely affected.

Except in the limited circumstances in which we are required to redeem the notes if Existing GGP has determined either not to pursue the transactions under the investment agreement with Brookfield Investor or to pursue a plan of reorganization or other transaction (whether with Brookfield Investor or otherwise) that does not require the common equity capital provided by the exchange of the notes, or because the maturity date of the notes occurs prior to exchange, even if the Plan is modified or

confirmation of the Plan is delayed after this offering date, and if you change your mind about investing in the notes or our common stock, you will not have any right to have the notes redeemed or repaid as a result of such modification or delay and nonetheless will receive the shares of our common stock upon mandatory exchange of the notes if the Plan becomes effective and the other mandatory exchange conditions are satisfied.

The Plan and other transactions may not be consummated on the terms described in this prospectus, or at all

We cannot make any assurances that the Plan and the other transactions described in this prospectus will be consummated on the terms described herein or at all. For example, the plan of reorganization ultimately confirmed by the Bankruptcy Court may differ materially from the Plan described in this prospectus. In connection with any changes to the Plan or otherwise, we and the Plan Sponsors may amend, waive provisions in or terminate the Plan Sponsors' investment agreements, and we may make other changes to the transactions described herein. As a result, the actual dollar amounts of equity and debt and the capitalization of New GGP, and the actual financial condition and results of operations following consummation of the Plan and the other transactions, may differ materially from the estimated amounts described in this prospectus, including our pro forma financial information in "Unaudited Pro Forma Condensed Consolidated Financial Information." Except in limited circumstances, even if the Plan, the investment agreements and the other transactions described in this prospectus are modified or consummation of the Plan or the other transactions is delayed, you will not have any right to have the notes redeemed or repaid, and you will receive the shares of New GGP common stock issued upon mandatory exchange of the notes in the event that the Plan becomes effective and the other mandatory exchange conditions are satisfied. See "Description of Notes—Mandatory Exchange."

We may make significant changes to the investment agreement with Brookfield Investor following this offering

This offering will close prior to Existing GGP's emergence from bankruptcy and prior to the closing of the transactions under the investment agreement with Brookfield Investor. We cannot assure you that the terms of the investment agreement with Brookfield Investor will not change after this offering. These changes could have an adverse impact on your interests as a noteholder or future stockholder. The value of the notes and the shares of common stock that you may receive upon exchange of the notes also may be adversely affected.

Except in the limited circumstance in which the modifications to the investment agreement with Brookfield Investor after the date of this prospectus, taken as a whole, are materially adverse to New GGP and therefore would result in our being unable to satisfy the conditions to the mandatory exchange, if the investment agreement with Brookfield Investor is amended, and if you change your mind about investing in the notes or our common stock, you will not have any right to have the notes redeemed or repaid as a result of such amendment and nonetheless will receive shares of our common stock upon mandatory exchange of the notes if the investment agreement with Brookfield Investor is consummated and the other mandatory exchange conditions are satisfied.

The exchange price per share may not reflect a determination of our value or the value of our common stock

The notes will be mandatorily exchanged, in whole, into a number of shares of our common stock based on the exchange price. The exchange price per share will not necessarily bear any relationship to the book value of our assets, past operations, cash flows, losses, financial condition or other common criteria used to value equity securities. The exchange price per share should not be considered an indication of the actual value of us or the shares of our common stock or what our shares will trade at upon emergence.

There may not be an active trading market for the notes or our common stock

The notes will be new securities and an active trading market for the notes may not develop. We expect the notes to trade on the Pink Sheets, however, we cannot assure you that the notes will be eligible for trading on the Pink Sheets. Accordingly, we cannot assure you that a liquid trading market will develop for the notes (or, if developed, that a liquid trading market for the notes will be maintained), that you will be able to sell your notes at a particular time or that the prices you receive when you sell will be favorable.

The common stock will be new securities and an active trading market for the common stock may not develop. An application will be made to list our common stock on the NYSE under the symbol "GGP," and it is a condition to the mandatory exchange of the notes that our common stock issuable upon exchange of the notes has been authorized for listing on the NYSE. However, we cannot assure you that our common stock will ever be listed on the NYSE or any other securities exchange or quotation system. Accordingly, we cannot assure you that a liquid trading market will develop for our common stock (or, if developed, that a liquid trading market for our common stock will be maintained), that you will be able to sell your shares of common stock at a particular time or that the prices you receive when you sell will be favorable. In addition, the liquidity of our common stock may be negatively impacted by the concentration of our common stock among the Plan Sponsors. Lack of liquidity of our common stock also may make it more difficult for us to raise additional capital, if necessary, through equity financings.

Existing GGP's stock price historically has been, and the trading prices of shares of our common stock are likely to be, volatile

The price of Existing GGP's common stock on the NYSE constantly changes and has been subject to significant price fluctuations. For example, between February 24, 2010 (the day Existing GGP re-listed on the NYSE) and September 1, 2010, the intra-day price of Existing GGP's common stock on the NYSE fluctuated between $12.23 and $18.15 per share. We expect that the market price of our common stock also will fluctuate significantly. The trading price of our common stock can fluctuate as a result of a variety of factors, many of which are beyond our control. These factors may include:

In addition, the market in general has recently experienced extreme volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the market price of the notes and our common stock.

The market price of our common stock may decline below the exchange price per share of the notes offered hereby, and as a result, you may not be able to resell your notes or shares of common stock at or above your purchase price and you may lose all or part of your investment

We cannot assure you that the market price of our common stock will not be below the exchange price per share at issuance, or will not decline further below the exchange price per share. If that

occurs, you will suffer an immediate unrealized loss on those shares. As a result, you may not be able to resell your notes or shares of the common stock at or above your purchase price or the exchange price per share, as applicable, and you may lose all or part of your investment in the notes or our common stock. The exchange price per share should not be considered an indication of the future trading price of our common stock.

Future issuances and sales of our capital stock or securities convertible into or exchangeable for our capital stock by us or by existing stockholders may adversely affect the market price for our common stock and may cause dilution to our stockholders

Additional issuances and sales (including resales by certain of our stockholders who have registration rights, including the Plan Sponsors and Texas Teachers) of capital stock or securities convertible into or exchangeable for capital stock, or the perception that such issuances and sales could occur, may cause prevailing market prices for our common stock to decline and may adversely affect our ability to raise additional capital in the financial markets at a time and price favorable to us. Our directors, executive officers, and certain significant stockholders will be subject to lockup agreements described in "Underwriting" and "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors." After these lockups have expired, additional shares will be eligible for sale in the public markets. The price of our common stock may drop significantly when the lockup agreements expire. Any additional future issuance of our capital stock will reduce the percentage of our common stock owned by investors purchasing shares in this offering that do not participate in future issuances. However, for so long as such Plan Sponsor beneficially owns at least 5% of our outstanding common stock on a fully diluted basis, each Plan Sponsor will have the right to purchase New GGP common stock as necessary to allow them to maintain their respective proportionate ownership interests in New GGP on a fully diluted basis. In most circumstances, stockholders will not be entitled to vote on whether or not we issue additional capital stock. In addition, depending on the terms and pricing of an additional offering of our common stock and the value of our properties, our stockholders may experience dilution in both the book value and the market value of their shares.

The federal bankruptcy code allow courts, under specific circumstances, to avoid the notes, guarantees, and liens, and to require noteholders to return payments received from us

Even though the delivery of the guarantee is subject to Bankruptcy Court approval, a bankruptcy trustee, or in certain circumstances Existing GGP's creditors, could challenge the delivery of the guarantee as a fraudulent conveyance or on other grounds. Under section 549 of the Bankruptcy Code and similar provisions of state fraudulent transfer laws, the delivery of the guarantee by Existing GGP could be avoided (that is, cancelled) if a court determined that Existing GGP improperly obtained court approval for the delivery of the guarantee by mistake, fraud, misrepresentation or misconduct.

If the guarantee were so avoided, any claim you may make against Existing GGP for amounts payable on the guarantee would be unenforceable to the extent of such avoidance. Moreover, the court could order you to return any payments previously made by Existing GGP. Although New GGP is a newly formed entity with no prior operations and no creditors other than purchasers of the notes, if New GGP were to be subject to a bankruptcy proceeding after the closing of this offering, the ability of the indenture trustee to repossess and dispose of the note collateral in the event of a default would be impaired. The "automatic stay" under applicable bankruptcy law prohibits secured creditors, such as the holders of the notes, from foreclosing upon their collateral from a debtor in a bankruptcy case, or from disposing of collateral in their possession, without bankruptcy court approval. Additionally, the fraudulent conveyance provisions of the Bankruptcy Code and similar state laws also apply to the issuance of the notes.

If the distribution of Spinco does not qualify as a tax-free distribution under Section 355 of the Code, then Existing GGP and its subsidiaries may be required to pay substantial U.S. federal income taxes

Existing GGP's obligation to close the transactions contemplated by the Investment Agreements is conditioned upon Existing GGP's receipt of a private letter ruling from the Internal Revenue Service (the "IRS") to the effect that the distribution of Spinco and certain related transactions will qualify as tax-free to Existing GGP and its subsidiaries for U.S. federal income tax purposes (the "IRS ruling"). A private letter ruling from the IRS generally is binding on the IRS. A favorable IRS ruling has not yet been received by Existing GGP. Such IRS ruling will not establish that the spin-off satisfies every requirement for a tax-free spin-off, and the parties will rely solely on the advice of counsel for comfort that such additional requirements are satisfied.

Even if obtained, the IRS ruling will be based on, among other things, certain representations and assumptions as to factual matters made by Existing GGP. The failure of any factual representation or assumption to be true, correct and complete in all material respects could adversely affect the validity of the IRS ruling at the time of and subsequent to the distribution of Spinco. In addition, the IRS ruling will be based on current law, and cannot be relied upon if current law changes with retroactive effect. Existing GGP has also entered into a tax matters agreement with Spinco, pursuant to which, among other things, Existing GGP may be held liable for the cost of the failure to receive a positive IRS ruling if Existing GGP caused such failure. If Spinco caused such failure, Spinco could be liable for such costs. If the cause for the failure cannot be determined or was not caused by a single party, then Existing GGP and Spinco will share such liability.

In addition, pursuant to the investment agreement with Brookfield Investor, New GGP may be liable to indemnify Spinco from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which Spinco and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the investment agreement with Brookfield Investor) in an amount up to the Indemnity Cap. The Indemnity Cap is calculated as the lesser of (a) $303,750,000 and (b) the Excess Surplus Amount. The Excess Surplus Amount is determined using a complex formula described in the investment agreement with Brookfield Investor. In addition, if Spinco is obligated to pay MPC Taxes for 2010 and New GGP is not then obligated to indemnify Spinco as a consequence of the Indemnity Cap, then solely with respect to such payments, New GGP may make such payments and increase the amount of the Spinco Note or enter into a similar promissory note with Spinco.

We may not obtain benefits from or be adversely affected by the distribution of Spinco, and the distribution of Spinco may occupy a substantial amount of management's time

New GGP and Spinco may not achieve some or all of the expected benefits of the distribution of Spinco, or may not achieve them in a timely fashion. When the distribution is completed, our operational and financial profile will change as a result of the separation of Spinco's assets from our other businesses. As a result, our diversification of revenue sources will diminish. Some of the assets being distributed to Spinco may also compete directly with our properties in the future. For example, New GGP intends to enter into a transition services agreement with Spinco, pursuant to which members of New GGP's management team will assist with transition services for Spinco. In addition to possible disputes, these obligations may occupy a substantial amount of our management's time. It is also possible that the separation of New GGP and Spinco may result in disputes regarding the terms of such separation and/or future performance pursuant to agreements entered into in order to effectuate such separation.

Certain statements in this prospectus, including statements such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would" or similar expressions, constitute "forward-looking statements." Forward-looking statements are based on our current plans, expectations and projections about future events. Forward-looking statements should not be unduly relied upon. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. We caution you therefore against relying on any of these forward-looking statements.

In this prospectus, for example, we make forward-looking statements discussing our expectations about:

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include but are not limited to:

These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Also, these forward-looking statements present estimates and assumptions only as of the date of this prospectus. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

This section provides a description of the TopCo Debtors' reorganization and expected emergence from the bankruptcy protection of the Chapter 11 Cases and reflects the expected confirmation of the Plan by the Bankruptcy Court. The description in this section is qualified in its entirety by reference to the Plan, as on file with the Bankruptcy Court as of the date of this prospectus, which may be amended after the date of this prospectus. The terms of the Plan are more detailed than the description provided below. In the event of an inconsistency between this prospectus and the Plan, the terms of the Plan control. The Plan was prepared for the purpose of obtaining approval from the Bankruptcy Court with respect to the treatment of the claims of the TopCo Debtors, and not for the purpose of providing the basis for an investment decision with respect to the notes or our common stock. The Plan should not be relied upon in any way or manner in connection with this offering and should not be regarded as representations or warranties by Existing GGP for the purpose of this prospectus.

Existing GGP and certain of its domestic subsidiaries filed voluntary petitions for relief under the Bankruptcy Code on April 16, 2009 (the "Petition Date"). On April 22, 2009, certain additional domestic subsidiaries of Existing GGP also filed voluntary petitions for relief in the Bankruptcy Court, which the Bankruptcy Court has ruled may be jointly administered. For a discussion of the events leading up to the Chapter 11 Cases, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview." The release of the net proceeds of this offering to New GGP from escrow and the exchange of the notes into common stock of New GGP is conditioned upon the consummation of a plan of reorganization and certain other conditions described in "Description of Notes—Mandatory Exchange—Conditions to Mandatory Exchange." The plan of reorganization ultimately confirmed by the Bankruptcy Court may differ materially from the Plan described in this prospectus.

At the time of Existing GGP's filing, the Debtors, all of which are consolidated in Existing GGP's consolidated financial statements, owned and operated 166 regional shopping centers in the aggregate. The non-Debtors are continuing their operations and are not subject to the requirements of the Bankruptcy Code. Pursuant to the Bankruptcy Code, a debtor is afforded certain protection against its creditors, and creditors are prohibited from taking certain actions (such as pursuing collection efforts or proceeding to foreclose on secured obligations) related to debts that were owed prior to the commencement of its bankruptcy case. Accordingly, although the commencement of the Chapter 11 Cases triggered defaults on substantially all debt obligations of the Debtors, creditors are stayed from taking any action as a result of such defaults. Absent an order of the Bankruptcy Court, these prepetition liabilities are subject to settlement under a plan of reorganization.

On August 27, 2010, Existing GGP filed the Plan and the Disclosure Statement with the Bankruptcy Court with respect to the Chapter 11 Cases for the TopCo Debtors. The Plan sets forth the contemplated structure of New GGP at the Effective Date and outlines the manner in which the prepetition creditors' and equity holders' various claims against and interests in the TopCo Debtors will be treated, subject to confirmation of the Plan and the occurrence of the Effective Date, which we expect to occur in the fourth quarter of 2010.

The Disclosure Statement and the solicitation of votes to approve the Plan was approved by the Bankruptcy Court on August 27, 2010. Although no assurances can be given, we believe and have assumed that the Bankruptcy Court will confirm a plan of reorganization at the confirmation hearing scheduled for October 21, 2010 for the TopCo Debtors that will be substantially similar to the Plan described in this prospectus. The Plan is subject to certain conditions described in "—Conditions Precedent to Consummation of the Plan."

In conjunction with Plan, certain assets and liabilities of Existing GGP will be contributed to Spinco. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Distribution of Spinco." On or prior to the Effective Date, approximately 32.5 million shares of common stock of Spinco will be distributed to the common and preferred unit holders of GGPLP, which includes Existing GGP, and then Existing GGP will distribute its portion of such shares to holders of Existing GGP common stock under the Plan. The distribution of shares will be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code. Neither Existing GGP nor New GGP will retain any ownership interest in Spinco.

The TopCo Debtors expect to fund their emergence from bankruptcy from the proceeds of the transactions described below. These proceeds will be used to fund distributions to be made pursuant to the Plan, fees and expenses, general working capital needs after emergence and other general corporate purposes.

In order to fund a portion of the Plan, Existing GGP entered into a Cornerstone Investment Agreement (as amended, the "Brookfield Investor Agreement"), with Brookfield Investor, a Stock Purchase Agreement with Fairholme (as amended, the "Fairholme Agreement") and a Stock Purchase Agreement with Pershing Square (as amended, the "Pershing Square Agreement" and, together with the Brookfield Investor Agreement and the Fairholme Agreement, the "Investment Agreements").

Investment. The Investment Agreements provide that, subject to the conditions set forth in the agreements, the Plan Sponsors are committed to fund an aggregate of $6.55 billion, consisting of commitments to purchase $6.3 billion of common stock of New GGP and $250 million of common stock of Spinco. The Plan Sponsors have also provided a $1.5 billion backstop commitment for additional debt of New GGP (which could consist of future loans, bonds or preferred stock). We do not currently anticipate needing to utilize such debt commitment to fund Existing GGP's emergence; however our financing needs may change. Pursuant to the Investment Agreements, Brookfield Investor will invest $2.5 billion, Fairholme will invest up to approximately $2,714.3 million and Pershing Square will invest up to approximately $1,085.7 million in New GGP through the purchase of New GGP common stock at a price of $10.00 per share; provided that, subject to certain limitations, these purchase commitments may be satisfied by the application of allowed claims against the TopCo Debtors held by the applicable Plan Sponsor against the aggregate purchase price owed by the applicable Plan Sponsor for shares of New GGP common stock at a valuation of $10.00 per share. Pursuant to the terms of the Investment Agreements, if Existing GGP has sold or has binding commitments to sell on or prior to the Effective Date, common stock, including the common stock underlying the notes offered hereby, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration), Existing GGP may reduce the amount of New GGP common stock to be sold to Fairholme and Pershing Square, pro rata, by up to 50%. In addition, prior to confirmation of the Plan, Existing GGP may terminate the Fairholme and Pershing Square agreements upon notice for any reason or no reason, including to replace the investments with other capital, such as with the net

proceeds of the notes offered hereby. Each of the Plan Sponsors would have the right to terminate their commitments if the replacement common stock (or securities convertible into the common stock of New GGP) is issued at less than $10.00 per share (net of all underwriting and other discounts, fees and any other compensation and related expenses).

New GGP may also reserve for repurchase up to $1.55 billion of Fairholme's and Pershing Square's shares of New GGP common stock and repurchase such shares up to 45 days after the Effective Date with the proceeds of an offering of its common stock (not including the common stock underlying the notes offered hereby) commencing on or within 45 days after the Effective Date if the common stock in that offering is valued at $10.50 per share or more (net of all underwriting and other discounts, fees and related consideration). If we elect to reserve any shares for repurchase after the Effective Date, we must pay to Fairholme and/or Pershing Square, as applicable, in cash on the Effective Date, an amount equal to $0.25 per share that is reserved.

In addition, if we elect to reserve any shares for repurchase as described above, $350 million of Pershing Square's equity capital commitment will be fulfilled by the payment of cash to New GGP at closing in exchange for unsecured note(s) issued by New GGP to Pershing Square which would be payable six months from closing (the "Pershing Square Bridge Notes"). The Pershing Square Bridge Notes will bear interest at a rate of 6% per annum and would be prepayable by New GGP (from the proceeds of equity offerings or other sources of cash) at any time without premium or penalty. If the Pershing Square Bridge Notes are issued, the Pershing Square investment agreement grants New GGP a put right (the "put right") to sell up to 35 million shares, subject to reduction as provided in the Pershing Square investment agreement, to Pershing Square at $10.00 per share (adjusted for dividends) six months following the Effective Date to fund the repayment of the Pershing Square Bridge Notes to the extent that they have not already been repaid. New GGP also would incur a 2% per annum fee of the amount of the outstanding put right, beginning 90 days following the Effective Date. If we elect to exercise this post-Effective Date repurchase right, we expect that we would do so through an offering of New GGP common stock, rather than through the issuance and sale of exchangeable notes offered hereby.

Blackstone Designation. The Plan Sponsors have entered into agreements with Blackstone whereby Blackstone has subscribed for approximately 7.6% of the New GGP common stock and 7.6% of the Spinco common stock to be issued to each of the Plan Sponsors on the Effective Date (for the same price as to be paid by such Plan Sponsors) and will receive an allocation of each Plan Sponsor's Permanent Warrants. If Blackstone does not purchase such New GGP common stock or Spinco common stock for any reason, the Plan Sponsors remain obligated to fund the full amount of their respective commitments under the Investment Agreements.

Warrants. In addition, in lieu of the receipt of any fees that would be customary in similar transactions, the Investment Agreements provided for the issuance of approximately 103 million warrants to Brookfield Investor and Fairholme to purchase approximately 103 million shares of Existing GGP's common stock at $15.00 per share (the "Interim Warrants"). The Interim Warrants were issued on May 10, 2010 following the Bankruptcy Court's approval of the Investment Agreements. The Interim Warrants vest as follows: 40% upon issuance, 20% on July 12, 2010, and the remaining Interim Warrants will vest in equal daily installments from July 13, 2010 to December 31, 2010, except that any Interim Warrants that have not vested on or prior to the termination of Brookfield Investor's or Fairholme's Investment Agreement, as the case may be, will not vest and will be cancelled. Upon consummation of the Plan contemplated by the Investment Agreements, the Interim Warrants will be cancelled and new warrants (the "Permanent Warrants") to purchase common stock of New GGP and Spinco will be issued to each of the Plan Sponsors. After giving effect to the Blackstone Designation, in accordance with the Investment Agreements, New GGP will issue to (a) Brookfield Investor warrants to purchase up to 57.5 million shares of New GGP common stock with an initial exercise price of $10.75 per share, (b) Fairholme warrants to purchase up to 41.07 million shares of New GGP common

stock with an initial exercise price of $10.50 per share, (c) Pershing Square warrants to purchase up to 16.43 million shares of New GGP common stock with an initial exercise price of $10.50 per share and (d) Blackstone warrants to purchase up to 5.0 million shares of New GGP common stock with an initial exercise price of $10.50 per share with respect to one-half of the warrants and $10.75 per share with respect to the remaining one-half of the warrants. In addition, pursuant to the Plan and after giving effect to the Blackstone Designation, Spinco will issue to (1) Brookfield Investor warrants to purchase up to 3.83 million shares of Spinco common stock, (2) Fairholme warrants to purchase up to 1.92 million shares of Spinco common stock, (3) Pershing Investor warrants to purchase up to 1.92 million shares of Spinco common stock and (4) Blackstone warrants to purchase up to 0.33 million shares of Spinco common stock, in each case, with an initial exercise price of $50.00 per share. These initial exercise prices and number of shares for which such warrants are exercisable would be subject to adjustment as provided in the related warrant and registration rights agreements. Each Permanent Warrant has a term of seven years from the closing date of the investments. The number of warrants is not subject to reduction even if the amount of New GGP common stock to be sold to Fairholme and Pershing Investor is reduced in accordance with Existing GGP's cutback or clawback rights under the Investment Agreements. If the Investment Agreements are terminated, the Plan Sponsors may keep the Interim Warrants.

Preemptive Rights. Following consummation of the Plan, for so long as such Plan Sponsor beneficially owns at least 5% of our outstanding common stock on a fully diluted basis, each Plan Sponsor will have the right to purchase New GGP common stock and Spinco common stock as necessary to allow them to maintain their respective proportionate ownership interests in New GGP and Spinco on a fully diluted basis.

Spinco Investment. Pursuant to the Investment Agreements, the Plan Sponsors are committed to purchase 5,250,000 shares of common stock of Spinco at $47.619048 per share.

Board Rights. The Investment Agreements provide that the board of directors of New GGP will have nine members, three of whom will be nominated by Brookfield Investor and one of whom will be nominated by Pershing Square. Pershing Square's right to nominate directors will only apply to the initial board of directors. Brookfield Investor's right to nominate three directors will continue so long as Brookfield Investor beneficially owns at least 20% of New GGP's common stock on a fully diluted basis, with such right reducing to two directors if Brookfield Investor beneficially owns between 15% and 20% of the New GGP common stock on a fully diluted basis and one director if Brookfield Investor beneficially owns between 10% and 15% of the New GGP common stock on a fully diluted basis. Brookfield Investor will have no right to designate a director if it beneficially owns less than 10% of the New GGP common stock on a fully diluted basis.

Conditions to Investment Agreements. The Plan Sponsors' obligations to purchase New GGP common stock pursuant to the Investment Agreements are subject to the satisfaction (or waiver by the Plan Sponsors) of certain conditions, including:

Termination. An Investment Agreement may be terminated prior to the closing date of the investments, among other things:

Prior to the entry of the confirmation order, Existing GGP may terminate an Investment Agreement, upon notice to the applicable Plan Sponsor, for any reason or no reason, effective as of such time as shall be specified in such notice. However, it is a condition to both Fairholme's and Pershing Square's obligations that the transactions contemplated under the investment agreement with Brookfield Investor are consummated. Similarly, if the investment agreement either with Fairholme or with Pershing Square is terminated, the other would not be obligated to fund under its investment agreement unless an acceptable substitute investor is found.

It is a condition to the mandatory exchange of the notes and the release of the proceeds of this offering from the escrow account that, among other things, the Effective Date of the Plan has occurred and the closing under the investment agreement with Brookfield Investor as in effect on the date of this prospectus (as the same may be amended from time to time, provided that all such amendments, taken as a whole, are not materially adverse to New GGP) has occurred or occurs simultaneously with the mandatory exchange of the notes. The consummation of the investment agreements with Fairholme and Pershing Square is not a condition to the mandatory exchange, but Existing GGP will not be able to consummate the Plan if those or alternate funds are not available. If the mandatory exchange conditions, including the closing under the investment agreement with Brookfield Investor and the consummation of the Plan, are not satisfied, New GGP will redeem the notes in whole at a redemption price in cash equal to 100% of the aggregate principal amount of the notes, plus accrued interest to, but not including, the redemption date.

Non-Control Agreements. The Investment Agreements contemplate that the Plan Sponsors will enter into "Non-Control Agreements" with respect to New GGP that would set forth, among other things (a) the size of, the minimum number of independent directors on, and the composition of the nominating committee of, New GGP's board of directors, (b) voting for directors and certain other matters, (c) required approvals for (1) certain change in control transactions and related-party transactions involving the applicable Plan Sponsor and (2) the applicable Plan Sponsor to increase its percentage ownership in the applicable company above an agreed cap, and (d) transfers of shares of the applicable company by the Plan Sponsor. Specifically, the non-control agreements contemplate the following:

A non-control agreement will terminate (a) upon mutual agreement, if approved by a majority of the disinterested directors, (b) if stockholders other than the Plan Sponsors own more than 70% of shares of New GGP common stock then outstanding and the applicable Plan Sponsor owns less than 15% of shares of New GGP common stock then outstanding, (c) if the applicable Plan Sponsor owns less than 10% of shares of New GGP common stock then outstanding, (d) upon a change of control not involving the applicable Plan Sponsor, or (e) upon the sale of all or substantially all of the assets or voting securities of New GGP.

Transfer Restrictions. Brookfield Investor is subject to lock-up restrictions on its ability to sell, transfer or dispose of its shares of New GGP common stock and its Permanent Warrants for 18 months following the Effective Date (the "lock-up period"). In the first six months of the lock-up period, Brookfield Investor may not sell, transfer or dispose of any shares of New GGP common stock or its Permanent Warrants. In the second six months of the lock-up period, Brookfield Investor may sell, transfer or dispose of up to an aggregate of 8.25% of its shares of New GGP common stock and up to an aggregate of 8.25% of its Permanent Warrants. In the final six months of the lock-up period, Brookfield Investor may sell, transfer or dispose of up to an aggregate of 16.5% of its shares of New GGP common stock and up to an aggregate of 16.5% of its Permanent Warrants (in each case including any shares transferred or sold during the second six months of the lock-up period). After 18 months following the Effective Date, Brookfield Investor will not be restricted from any transfer of its shares of New GGP common stock and the Permanent Warrants.

Registration Rights Agreements. In addition, the Investment Agreements provide that each of the Plan Sponsors will enter into registration rights agreements with respect to their securities in New GGP and Spinco. See "Certain Relationships and Related Party Transactions—Plan of Reorganization Agreements—Registration Rights Agreements."

Existing GGP has also entered into an investment agreement with Texas Teachers, pursuant to which Texas Teachers is committed to fund $500 million for new equity capital of New GGP at a value of $10.25 per share. Existing GGP may use the proceeds of a sale of, or binding commitments to sell, common stock of New GGP, including the common stock underlying the notes offered hereby, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related considerations) to reduce the amount of New GGP common stock sold to Texas Teachers by up to 50% (or

approximately $250 million) prior to the Effective Date or to repurchase up to 50% of the shares to be sold to Texas Teachers (or approximately $250 million) for up to 45 days after the Effective Date at a price of $10.25 per share. Texas Teachers is committed to make the investment until December 31, 2010, provided that this date may be extended in certain circumstances to January 31, 2011. If the Texas Teachers investment agreement is terminated in connection with the termination of the investment agreement with Brookfield Investor or by Existing GGP in connection with a sale of $500 million of shares of New GGP common stock at a price not less than $10.50 per share, Existing GGP will pay Texas Teachers a termination fee of $15 million and reimburse its expenses up to $1 million. Texas Teachers' investment is subject to the satisfaction of closing conditions that are similar to, but less restrictive than, those in the Plan Sponsors' Investment Agreements. Texas Teachers will receive customary piggyback registration rights pursuant to a registration rights agreement.

We cannot assure you that the transactions contemplated by the Investment Agreements or the Texas Teachers investment agreement will be consummated on the terms described herein or at all.

In the event that the Bankruptcy Court determines that reinstatement of the Rouse notes as contemplated by the Plan is not permitted, we expect to enter into a new $1.5 billion five-year secured term loan to provide the additional funding necessary to consummate the Plan. Although entry into the term loan is not a condition to the Investment Agreements, the consummation of the Plan is a condition, and the funds provided by the term loan would be necessary for emergence under the Plan if certain debt is not reinstated or the backstop committed by the Plan Sponsors is not provided.

We also expect to enter into a revolving credit facility providing for revolving loans in the amount of $300.0 million, none of which is expected to be used to consummate the Plan.

If issued on the Effective Date, the Spinco Note will be a five year, interest bearing, unsecured promissory note payable by Spinco or one of its subsidiaries to New GGP or one of its subsidiaries. Whether a Spinco Note will be issued on the Effective Date and the amount of the Spinco Note if issued are determined based on

Target Net Debt is defined in the Investment Agreements as equal to $22,970,800,000.

The Reinstatement Adjustment Amount is calculated as the total amount of Corporate Level Debt less the total amount of Corporate Level Debt to be reinstated on the Effective Date. Corporate Level Debt consists of the sum of the TopCo Debtors' unsecured debt, the DIP Facility and other debt (in each case, including any existing accrued and unpaid interest thereon). The DIP Facility is that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement among Existing GGP, as co-borrower, GGPLP, as co-borrower, certain of their subsidiaries, as guarantors, the agent and the lenders party thereto.

The Permitted Claims Amount is as of the Effective Date, an amount equal to the sum of, without duplication,

Proportionally Consolidated Unrestricted Cash means the consolidated unrestricted cash of Existing GGP less

If Closing Date Net Debt is less than Target Net Debt, then a net debt surplus amount will exist, the amount of which will be calculated as Target Net Debt less Closing Date Net Debt. If Closing Date Net Debt is greater than the Target Net Debt, then a net debt excess amount will exist, the amount of which will be calculated as Closing Date Net Debt less Target Net Debt.

The Spinco Note Amount is equal to: (i) if there is a net debt excess amount, then the net debt excess amount plus the amount paid in respect of the Hughes heirs obligations to the extent satisfied with assets of Existing GGP (including cash not paid prior to the Effective Date or shares of common stock of New GGP, but excluding assets to be contributed to Spinco) or (ii) if there is a net debt surplus amount, then the amount paid in respect of the Hughes heirs obligations (to the extent satisfied in assets described in clause (i)) less 80% of the net debt surplus amount; provided, however, that in no event will the Spinco Note Amount be less than zero.

To the extent that a Spinco Note is issued on the Effective Date, then the principal amount of the note is subject to adjustment under certain circumstances described in the Investment Agreements. These adjustments include a reduction (but not below zero) in the principal amount of the Spinco Note by 80% of the aggregate Offering Premium (as defined below) on the 30th day following the Effective Date and from time to time upon receipt of any offering premium until the last to occur of 45 days after the Effective Date, the settlement date for any shares of our common stock sold to Pershing Square pursuant to the put right described above and the maturity date of the Pershing Square Bridge Note (the "Offering Premium Period"). "Offering Premium" means, with respect to any shares of common stock of New GGP issued for cash on or prior to the Effective Date (and which would include the shares of New GGP common stock issuable upon exchange of the notes offered hereby), together with shares of New GGP common stock issued in certain liquidity issuances completed within the Offering Premium Period, the per share offering price of New GGP common stock in the offering (net of all underwriting and other discounts, fees or other compensation and related expenses) less $10.00; multiplied by the number of shares sold.

As disputed permitted claims are resolved and paid, the New GGP Board may determine that the remaining amount of the reserve (an estimated aggregate amount of certain categories of disputed claims) exceeds amounts necessary to pay remaining disputed claims, and if so, as a result of application of the Reserve Surplus Amount (described further below), the Spinco Note will be reduced by the amount of such excess. Finally, to the extent that Spinco is obligated to pay master planned community taxes for tax year 2010 and is not eligible for indemnification from New GGP due to the Indemnity Cap (described below), then New GGP may pay the taxes and the Spinco Note Amount will be increased by the amount New GGP pays. If a Spinco Note was not issued on the Effective Date, but New GGP pays such taxes, then Spinco will issue a note at that time on the same terms as the Spinco Note.

The Reserve Surplus Amount, which is calculated on a quarterly basis, is equal to the reserve less (i) the amount of permitted claims originally included in the reserve, but, as of the time of calculation, resolved and paid less (ii) the amount of reserve the New GGP board elects to retain with respect to any remaining disputed permitted claims. Any amounts applied to adjust the Spinco Note Amount in a prior quarter cannot be applied in subsequent quarters to further reduce the note.

Based on currently available information, we do not expect a Spinco Note to be issued.

Tax Indemnity. Pursuant to the Investment Agreements, New GGP will indemnify Spinco from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which Spinco and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the Investment Agreements) in an amount up to the Indemnity Cap. The Indemnity Cap is calculated as the lesser of (a) $303,750,000 and (b) the Excess Surplus Amount. The Excess Surplus Amount is determined using a complex formula described in the Investment Agreements.

The Plan provides for the treatment of administrative expense claims, prepetition claims and equity interests against and in the TopCo Debtors. The following is a summary of the proposed treatment under the Plan of certain allowed prepetition and postpetition claims against and interests in the TopCo Debtors, in full and complete satisfaction of the TopCo Debtors' obligations in respect thereto, although no assurance can be given as to what the final terms of the confirmed plan of reorganization will be:

In order for the TopCo Debtors to successfully emerge from bankruptcy protection, the Bankruptcy Court must first confirm a plan of reorganization with respect to the TopCo Debtors that satisfies the requirements of the Bankruptcy Code.

In order for the Plan to be confirmed by the Bankruptcy Court pursuant to section 1129(b) of the Bankruptcy Code, at least one class of impaired claims must accept the Plan, determined without including votes to accept the Plan cast by "insiders," as that term is defined in section 101(31) of the Bankruptcy Code. A class of claims has accepted a plan of reorganization if such plan of reorganization has been accepted by creditors that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors that have accepted or rejected such plan of reorganization. The Plan Sponsors support the Plan.

Under the Bankruptcy Code, the exclusive period in which the TopCo Debtors may file a plan of reorganization is 120 days from the date of the filing of the petition. The exclusive period in which the TopCo Debtors may solicit acceptances for any plan of reorganization is initially 180 days from the date of the filing of the petition. The Bankruptcy Code provides that the Bankruptcy Court may extend the 120-day exclusivity period up to 18 months after the petition date and the 180-day solicitation exclusivity period up to 20 months after the petition date. The TopCo Debtors' exclusive period to file a plan of reorganization has been extended to July 15, 2010 and their exclusive period to solicit acceptances of a plan has been extended to September 15, 2010, subject, in each case, to further extension. Existing GGP filed a motion to extend the exclusive period in which to file the Plan through October 19, 2010 and its exclusive period to solicit acceptances of the Plan through December 16, 2010. If the TopCo Debtors' exclusivity periods expire, other parties in interest would be able to file their own plans of reorganization and solicit acceptances in connection therewith.

To the extent that there are material changes to the Plan or the Effective Date, information based upon these assumptions could be materially different. The mandatory exchange of the notes into common stock of New GGP and the release of the escrow funds to New GGP is conditioned upon the consummation of the Plan and certain other conditions.

Certain important conditions precedent to the Plan, which have not yet been satisfied, include:

On the Effective Date, the terms of the Plan confirmed by the Bankruptcy Court will be binding upon the TopCo Debtors and all other parties affected by the Plan. Parties will have a period of time following the confirmation of the Plan to file a notice of appeal with respect to such confirmation order. Even if a notice of appeal is timely filed, the TopCo Debtors expect to proceed with the consummation of the Plan in accordance with its terms, unless the party seeking the appeal also obtains a stay of implementation of the Plan pending the appeal of the confirmation order, in which event the TopCo Debtors will not be able to implement the terms of the Plan unless and until the stay is lifted. An appeal of the confirmation order may be initiated even if there is no stay pending appeal of the confirmation order and, in such circumstances, the appeal may be dismissed as moot if the TopCo Debtors have implemented the Plan to the point of "substantial consummation." In determining whether a plan has been "substantially consummated," courts considering bankruptcy appeals under such circumstances have sough to determine whether implementation of the plan has progressed to a point at which fundamental changes in the plan as a result of any appeals being upheld would jeopardize its success.

A series of restructuring transactions will occur pursuant to the Plan. On the Effective Date, a newly-formed indirect subsidiary of New GGP will merge with and into Existing GGP, with Existing GGP continuing as the surviving corporation. As consideration for the merger, the common stock of Existing GGP will be exchanged for the common stock of New GGP. Existing GGP will become an indirect subsidiary of New GGP. New GGP will become the successor registrant to Existing GGP and will have its common stock listed on the NYSE in lieu of Existing GGP. New GGP will change its name to General Growth Properties, Inc. and Existing GGP will change its name to GGP, Inc. See "Prospectus Summary—Corporate Structure" for our corporate structure following the consummation of the Plan.

As a result of the Chapter 11 Cases, the TopCo Debtors are required to file various documents with, and provide certain information to, the Bankruptcy Court and various third parties, including statements of financial affairs, schedules of assets and liabilities, and monthly operating reports in forms prescribed by federal bankruptcy law, as well as certain financial information on an unconsolidated basis. Such materials are prepared according to requirements of the Bankruptcy Code. Although such materials accurately provide then-current information required under the Bankruptcy Code, they are nonetheless unconsolidated, unaudited and are prepared in a format different from that used in Existing GGP's consolidated financial statements filed under the securities laws. Accordingly, we believe that the substance and format do not allow meaningful comparison with Existing GGP's regular publicly disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to our securities or for comparison with other financial information that Existing GGP files with the SEC.

We estimate that the net proceeds to us from our sale of the notes in this offering will be $ million ($ million if the underwriters exercise the over-allotment option in full), after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. The gross proceeds from this offering will be deposited into an escrow and securities account as described in "Description of Notes—Escrow." If the conditions to the mandatory exchange described in "Description of Notes—Mandatory Exchange—Conditions to Mandatory Exchange" are not met, the gross proceeds, together with cash on hand, if necessary, of this offering will be used to repay the notes in accordance with their terms, and we will not receive any proceeds of this offering.

We expect to use the net proceeds of this offering to replace $2.15 billion of the financing commitments for New GGP by Fairholme, Pershing Square and Texas Teachers and then to use such net proceeds to fund a portion of the Plan. The investment agreements with Fairholme, Pershing Square and Texas Teachers permit Existing GGP to use the proceeds of a sale of, or binding commitments to sell, common stock of New GGP, including the common stock underlying the notes offered hereby, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration), to reduce the amount of New GGP common stock to be sold to Fairholme, Pershing and Texas Teachers, pro rata as between Fairholme and Pershing Square only, by up to 50% (or approximately $2.15 billion) prior to the effective date of the Plan.

There is currently no public market for New GGP's common stock. Under the terms of the Investment Agreements, the Plan Sponsors have agreed to purchase shares of New GGP's common stock at a price of $10.00 per share upon Existing GGP's emergence from bankruptcy.

The common stock of Existing GGP, which will be a subsidiary of New GGP upon the consummation of the Plan and Existing GGP's emergence from bankruptcy, is listed on the NYSE under the symbol "GGP." From April 17, 2009 until February 24, 2010, Existing GGP's common stock was suspended from trading on and de-listed from the NYSE, and it traded on the Pink sheets under the symbol GGWPQ.

An application will be made to list New GGP's common stock on the NYSE under the symbol "GGP," and we expect that New GGP's common stock will trade on the NYSE as a successor to Existing GGP.

The following table summarizes the high and low bid quotations prices per share of Existing GGP's common stock as reported on the NYSE for the periods prior to April 16, 2009 and following February 24, 2010 and as reported on the Pink Sheets from April 17, 2009 until February 24, 2010. The Pink Sheet quotations reflect interdealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

As of August 31, 2010, the closing price of Existing GGP's common stock was $14.07, and Existing GGP had 4,606 holders of common stock.

New GGP has not paid any dividends on its common stock. New GGP has agreed to elect to be treated as a REIT in connection with the filing of its tax return for the year in which Existing GGP emerges from bankruptcy, subject to New GGP's ability to meet the requirements of a REIT at the time of election. A REIT must distribute 100% of its capital gains and ordinary income to its shareholders in order to maintain its REIT status and avoid entity level U.S. federal income taxes. For 2010 and 2011, New GGP expects to make 90% of this distribution in New GGP common stock and 10% in cash. Thereafter, New GGP expects to make a maximum of 80% of this distribution in New GGP common stock and a minimum of 20% of this distribution in cash; however New GGP may change this election.

Existing GGP, which will be a subsidiary of New GGP following the consummation of the Plan and Existing GGP's emergence from bankruptcy, declared a dividend of $0.19 per share of common stock (to satisfy REIT distribution requirements for 2009) in the fourth quarter of 2009 payable in a combination of cash and Existing GGP common stock, provided that the cash component of the dividend could not exceed 10% in the aggregate. As a result of stockholder elections, on January 28, 2010, Existing GGP paid approximately $6.0 million in cash. Existing GGP's Board of Directors had suspended its dividend in October 2008 and, accordingly, there were no Existing GGP dividends declared or paid from the fourth quarter of 2008 through the third quarter of 2009. There were no repurchases of Existing GGP's common stock during 2009 or to date during 2010.

No Existing GGP quarterly or other dividends were paid for the six months ended June 30, 2009 and 2010.

Existing GGP intends to pay dividends on its common stock in the future to maintain its REIT status in a combination of cash and common stock.

The following table summarizes quarterly distributions per share of Existing GGP's common stock.

The following table sets forth Existing GGP's cash and cash equivalents and capitalization as of June 30, 2010:

This table should be read together with "Use of Proceeds," "Selected Historical Consolidated Financial and Other Data," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Existing GGP's consolidated financial statements and the related notes, each included elsewhere in this prospectus.

			As of June 30, 2010

(Dollars in thousands)			Actual		Pro Forma
Cash and cash equivalents(1)			$	548,265	$	638,344

Debt:
		Collateralized mortgages, notes and loans payable		17,389,300		17,016,143
		Corporate and other unsecured terms loans(1)		6,530,706		1,559,061

		Total mortgages, notes and loans payable		23,920,006		18,575,204
	New Secured Term Loan(2)			—		—

	New Revolving Credit Facility(3)			—		—

	Notes offered hereby(4)			—		—

Total debt(1) (3) (4) (5) (6)				23,920,006		18,575,204

Common stock, (Actual: 875,000,000 shares authorized, par value $0.01 per share, 318,842,829 shares issued as of June 30, 2010; Pro forma: shares authorized, no par value, shares issued as of June 30, 2010)				3,188		—
Total stockholders' equity, less common stock(4)				795,413		10,210,015

Total capitalization(4)			$	24,718,607	$	28,785,219

notes will have the option to either elect to receive the payment of par plus accrued and unpaid interest in cash in satisfaction of such GGPLP exchangeable notes or to have such GGPLP exchangeable notes reinstated. The table above assumes that all of the GGPLP exchangeable notes will be paid in cash, other than those held by the Plan Sponsors, which will be converted into New GGP common stock in accordance with the Investment Agreements. In the event that holders of the GGPLP exchangeable notes elect reinstatement rather than cash payment, up to $526.0 million of GGPLP exchangeable notes may remain outstanding, which reflects the amount of GGPLP exchangeable notes not held by the Plan Sponsors. To the extent that any of the GGPLP exchangeable notes are reinstated, our pro forma total debt and pro forma cash and cash equivalents would increase to the extent of any such excess.

(2): In the event that the Bankruptcy Court determines that reinstatement of certain indebtedness, including the unmatured Rouse notes, is not permitted, we expect to enter a new $1.5 billion five-year secured term loan to fund a portion of the Plan. See "Description of Other Indebtedness—Term Loan." The table above assumes that all such indebtedness has been reinstated and, therefore, no term loan is outstanding.
(3): We expect to enter into a revolving credit facility providing for revolving loans in the amount of $300.0 million, none of which is expected to be used to consummate the Plan. See "Description of Other Indebtedness—Revolving Credit Facility."
(4): Assumes that the notes are exchanged into shares of common stock of New GGP based on an exchange price of $ per share (the midpoint of the range set forth on the cover of this prospectus). Upon the satisfaction of the conditions set forth in "Description of Notes—Mandatory Exchange—Conditions to Mandatory Exchange," the notes will be mandatorily exchanged into shares of common stock of New GGP. If these conditions are not satisfied by the maturity date and in certain other circumstances, New GGP is required to redeem or repay the notes. See "Description of Notes—Mandatory Exchange—Mandatory Redemption." As a result, no amount of debt is reflected in the table above for the notes.
(5): New GGP's total debt and total equity is subject to change as a result of how certain claims and interest are treated under the Plan. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Treatment of Certain Claims under the Plan." In addition, there can be no assurances that the Plan and the other transactions described in this prospectus will be consummated on the terms described herein or at all and, as a result, the actual dollar amounts of equity and debt and the capitalization of New GGP may differ materially from the amounts set forth above. The exchange of the notes offered hereby into New GGP common stock is conditioned upon, among other things, our business having substantially the pro forma capitalization as described in this prospectus, subject to some exceptions.
(6): Includes fair value adjustments described in "Unaudited Pro Forma Condensed Consolidated Financial Information." The outstanding principal amount of such debt is approximately $599.4 million higher on an actual basis and $78.7 million higher on a pro forma basis than the amounts reflected in the table above. In addition, on the Effective Date and excluding the Special Consideration Properties, the outstanding principal amount of New GGP's indebtedness is expected to be approximately $20.2 billion, consisting of approximately $17.6 billion of consolidated debt and $2.5 billion of New GGP's share of debt of its Unconsolidated Real Estate Affiliates.

If you purchase notes in this offering, your ownership interest in our common stock issuable upon exchange of your notes will be diluted to the extent of the difference between the public offering (i.e., exchange) price of the notes and the pro forma as adjusted net tangible book value per share of common stock, in each case on an as-exchanged basis.

As of June 30, 2010, our net tangible book value was approximately $822.5 million, or $2.59 per share. Our net tangible book value per share represents our total tangible assets less total liabilities, divided by the total number of shares of common stock outstanding. Pro forma net tangible book value per share gives effect to (i) the issuance of shares of our common stock to the Plan Sponsors and Teachers pursuant to the Investment Agreements and the Texas Teachers investment agreement, (ii) the distribution of the Spinco common stock pursuant to the Plan, and (iii) the issuance of shares of our common stock to stockholders of Existing GGP pursuant to the Plan.

Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of notes in this offering (i.e., the exchange price) and the pro forma net tangible book value per share of our common stock immediately after the consummation of this offering on an as-exchanged basis.

After giving effect to the sale of notes and mandatory exchange of such notes at an assumed exchange price of $ (the midpoint of the range set forth on the cover of this prospectus), and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2010 would have been approximately $ , or $ per share.

This represents an immediate increase in pro forma net tangible book value of $ per share to the Plan Sponsors and Texas Teachers and an immediate dilution of $ per share to new investors purchasing notes in this offering at the public offering price.

The following table illustrates the dilution to new investors on an as exchanged basis:

A $1.00 increase (decrease) in the assumed exchange price of $ (the midpoint of the range set forth on the cover of this prospectus) would increase (decrease) our pro forma net tangible book value after this offering by $ million and increase (decrease) the dilution to new investors by $ per share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of June 30, 2010 on an as-exchanged basis, the total number of shares of our common stock we issued and sold, the total consideration we received and the average price per share paid to us by the Plan Sponsors and Texas Teachers and to be paid by new investors purchasing notes in this offering. The table assumes an exchange price of $ (the midpoint of the

range set forth on the cover of this prospectus) and deducts underwriting discounts and commissions and estimated offering expenses payable by us:

A $1.00 increase (decrease) in the assumed exchange price of $ (the midpoint of the range set forth on the cover of this prospectus) would increase (decrease) the total consideration per share paid by new investors by $ .

The foregoing discussion and tables assume no exercise of outstanding warrants and stock options. On the Effective Date, New GGP will issue an aggregate of 120.0 million warrants to acquire New GGP common stock to the Plan Sponsors and Blackstone. See "Description of Common Stock—Warrants." As of June 30, 2010, there were options outstanding to purchase 5,160,801 shares of Existing GGP's common stock at a weighted average exercise price of $36.17 per share. On the Effective Date, New GGP will assume Existing GGP's option agreements. To the extent that any of these warrants or options are exercised, there may be further dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

The following table sets forth selected historical consolidated financial information and other data for Existing GGP for the periods presented. At the time of this offering, Existing GGP is our indirect parent company, but upon its emergence from bankruptcy, it will become our indirect subsidiary. Existing GGP will provide a guarantee of the notes offered hereby. The selected financial information as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009 has been derived from Existing GGP's audited consolidated financial statements included elsewhere in this prospectus, and the selected financial information as of December 31, 2007, 2006 and 2005 and for each of the years ended December 31, 2006 and 2005 have been derived from Existing GGP's audited consolidated financial statements not included in this prospectus. The selected historical consolidated financial data as of June 30, 2010 and 2009 and for the six months ended June 30, 2010 have been derived from Existing GGP's unaudited consolidated financial statements included elsewhere in this prospectus, and the selected financial information for the six months ended June 30, 2009 has been derived from Existing GGP's unaudited consolidated financial statements not included in this prospectus, each of which has been prepared on a basis consistent with Existing GGP's audited financial statements. In the opinion of management, the historical unaudited operating and balance sheet data set forth below reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of Existing GGP's financial position and results of operations for those periods. The results of operations for any interim period are not necessarily indicative of results for the full year or any other interim period. This financial information and other data should be read in conjunction with Existing GGP's audited and unaudited consolidated financial statements and notes thereto included in this prospectus.

The data below is presented on a historical basis and does not take into account the impact of the Plan or the other transactions described in this prospectus, including the distribution of Spinco as discussed in "Plan of Reorganization," and as a result, may not be comparable to our results following the consummation of the Plan. See "Unaudited Pro Forma Condensed Consolidated Financial Information."

The results indicated below and elsewhere in this prospectus are not necessarily indicative of our future performance. You should read this information together with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Existing GGP's consolidated financial statements and related notes included elsewhere in this prospectus.

			Six Months Ended June 30,				Years Ended December 31,

			2010		2009		2009		2008		2007		2006		2005
			(In thousands)
Operating Data:
Revenues:
	Minimum rents		$	977,217	$	997,816	$	1,992,046	$	2,085,758	$	1,933,674	$	1,753,508	$	1,670,387
	Tenant recoveries			429,838		457,710		883,595		927,332		859,801		773,034		754,836
	Overage rents			17,793		15,806		52,306		72,882		89,016		75,945		69,628
	Land and condominium sales			65,035		31,435		45,997		66,557		145,649		423,183		385,205
	Management fees and other corporate revenues			33,988		40,719		75,851		96,495		119,941		131,423		106,002
	Other			42,683		37,249		86,019		112,501		113,720		99,190		86,646

		Total Revenues		1,566,554		1,580,735		3,135,814		3,361,525		3,261,801		3,256,283		3,072,704

Expenses:
	Real estate taxes			143,157		140,518		280,895		274,317		246,484		218,549		206,193
	Property maintenance costs			62,032		49,459		119,270		114,532		111,490		104,147		96,581
	Marketing			13,331		14,482		34,363		43,426		54,664		48,626		63,522
	Other property operating costs			255,272		258,178		529,686		557,259		523,341		463,637		483,617
	Land and condominium sales operations			69,232		32,464		50,807		63,441		116,708		316,453		311,815
	Provision for doubtful accounts			9,946		19,179		30,331		17,873		5,426		22,078		13,868
	Property management and other costs			83,949		85,609		176,876		184,738		198,610		181,033		144,526
	General and administrative			13,306		14,112		28,608		39,245		37,005		18,800		15,539

			Six Months Ended June 30,						Years Ended December 31,

			2010			2009			2009			2008			2007		2006		2005
			(In thousands)
	Strategic initiatives			—			64,013			67,341			18,727			—		—		—
	Provisions for impairment			31,273			413,480			1,223,810			116,611			130,533		4,314		5,145
	Litigation (benefit) provision			—			—			—			(57,145	)		89,225		—		—
	Depreciation and amortization			352,621			391,087			755,161			759,930			670,454		690,194		672,914

		Total expenses		1,034,119			1,482,581			3,297,148			2,132,954			2,183,940		2,067,831		2,013,720

	Operating income (loss)			532,435			98,154		$	(161,334	)	$	1,228,571		$	1,077,861	$	1,188,452	$	1,058,984

Income (loss) from continuing operations				(61,687	)		(562,725	)	$	(1,303,861	)	$	(36,372	)	$	347,597	$	97,857	$	107,856

Net income (loss) attributable to common shareholders of GGP			$	(65,871	)	$	(554,481	)	$	(1,284,689	)	$	4,719		$	273,642	$	59,273	$	75,553

Basic earnings (loss) per share:
Continuing operations			$	(0.21	)	$	(1.78	)	$	(4.11	)	$	(0.16	)	$	1.12	$	0.25	$	0.27
Discontinued operations				—			—			—			0.18			—		—		0.05

		Total basic earnings (loss) per share	$	(0.21	)	$	(1.78	)	$	(4.11	)	$	0.02		$	1.12	$	0.25	$	0.32

Diluted earnings (loss) per share:
Continuing operations			$	(0.21	)	$	(1.78	)	$	(4.11	)	$	(0.16	)	$	1.12	$	0.24	$	0.27
Discontinued operations				—			—			—			0.18			—		—		0.05

		Total diluted earnings (loss) per share	$	(0.21	)	$	(1.78	)	$	(4.11	)	$	0.02		$	1.12	$	0.24	$	0.32

Dividends declared per share(1)				—			—		$	0.19		$	1.50		$	1.85	$	1.68	$	1.49

		As of June 30,						As of December 31,

		2010			2009			2009			2008			2007			2006			2005
		(In thousands, except per share data)
Balance Sheet Data
Investment in real estate assets		$	30,446,815		$	31,367,316		$	30,329,415		$	31,733,578		$	30,449,086		$	26,160,637		$	25,404,891
Total assets			27,837,383			29,120,257			28,149,774			29,557,330			28,814,319			25,241,445			25,307,019
Total debt			23,920,006			24,874,832			24,456,017			24,756,577			24,282,139			20,521,967			20,418,875
Redeemable preferred noncontrolling interests			120,756			120,756			120,756			120,756			223,677			345,574			372,955
Redeemable common noncontrolling interests			97,851			38,170			86,077			379,169			2,135,224			2,762,476			2,493,378
Stockholders' equity			798,601			1,643,315			822,963			1,836,141			(314,305	)		(921,473	)		(248,483	)
Cash Flow Data(2)
Operating activities		$	365,428		$	497,879		$	871,266		$	556,441		$	707,416		$	816,351		$	841,978
Investing activities			(107,449	)		(148,105	)		(334,554	)		(1,208,990	)		(1,780,932	)		(210,400	)		(154,197	)
Financing activities			(364,110	)		(104,077	)		(51,309	)		722,008			1,075,911			(611,603	)		(624,571	)
Other Financial Data
NOI(3)		$	1,182,806		$	1,114,092		$	2,296,747		$	2,565,784		$	2,391,611		$	2,405,327		$	2,229,601
FFO(4):
	Operating Partnership	$	341,771		$	(107,731	)	$	(421,384	)	$	833,086		$	1,083,439		$	902,361		$	891,696
	Less: Allocation to Operating Partnership limited common unitholders		(7,667	)		2,693			10,052			(136,896	)		(190,740	)		(161,795	)		(165,205	)

	Existing GGP stockholders	$	334,104			(105,038	)	$	(411,332	)	$	696,190		$	892,699		$	740,566		$	726,491

Ratio of earnings to fixed charges(5)			0.97	x		0.28	x		0.15	x		1.03	x		1.04	x		1.06	x		1.12	x

	Six Months Ended June 30,						Years Ended December 31,

	2010			2009			2009			2008			2007			2006			2005
	(In thousands)
NOI		1,182,806			1,114,092		$	2,296,747		$	2,565,784		$	2,391,611		$	2,405,327		$	2,229,601
Unconsolidated properties		(209,344	)		(202,690	)		(401,614	)		(423,011	)	$	(446,631	)		(473,307	)		(437,592	)
Management and other fees		33,988			40,719			75,851			96,495			119,941			131,423			106,002
Property management and other costs		(83,949	)		(85,609	)		(176,876	)		(184,738	)		(198,610	)		(181,033	)		(144,526	)
General and administrative		(13,306	)		(14,112	)		(28,608	)		(39,245	)		(37,005	)		(18,800	)		(15,539	)
Strategic initiatives		—			(64,013	)		(67,341	)		(18,727	)		—			—			—
Litigation benefit (provision)		—			—			—			57,145			(89,225	)		—			—
Provisions for impairment		(31,273	)		(304,789	)		(1,115,119	)		(76,265	)		(2,933	)		—			—
Depreciation and amortization		(352,621	)		(391,087	)		(755,161	)		(759,930	)		(670,454	)		(690,194	)		(672,914	)
Noncontrolling interest in NOI of consolidated properties and other		6,134			5,643			10,787			11,063			11,167			15,036			(6,048	)

Operating income (loss)		532,435			98,154		$	(161,334	)	$	1,228,571		$	1,077,861		$	1,188,452		$	1,058,984

The following is a reconciliation of FFO to net income (loss) attributable to common stockholders:

	Six Months Ended June 30,						Years Ended December 31,

	2010			2009			2009			2008			2007			2006			2005
	(In thousands)
FFO:
General Growth stockholders		334,104			(105,038	)	$	(411,332	)	$	696,190		$	892,699		$	740,566		$	726,491
Operating Partnership unitholders		7,667			(2,693	)		(10,052	)		136,896			190,740			161,795			165,205

Operating Partnership		341,771			(107,731	)		(421,384	)		833,086			1,083,439			902,361			891,696
Depreciation and amortization of capitalized real estate costs		(423,042	)		(462,679	)		(899,316	)		(885,814	)		(797,189	)		(835,656	)		(799,337	)
Gains (losses) on sales of investment properties		11,926			(55	)		921			55,044			42,745			4,205			769
Noncontrolling interests in depreciation of Consolidated Properties and other		1,962			1,768			3,717			3,330			3,199			3,232			4,307
Allocation to noncontrolling interests operating partnership unitholders		1,512			14,216			31,373			(927	)		(58,552	)		(14,869	)		(21,882	)

Net income (loss) available to common stockholders		(65,871	)		(554,481	)	$	(1,284,689	)	$	4,719		$	273,642		$	59,273		$	75,553

The following unaudited pro forma condensed consolidated financial information has been developed by applying pro forma adjustments to the historical consolidated financial information of Existing GGP appearing elsewhere in this prospectus. The unaudited pro forma condensed consolidated balance sheet gives effect to the transactions described below as if they had occurred on June 30, 2010. The unaudited pro forma condensed consolidated statements of operations give effect to the transactions described below as if they had occurred on January 1, 2009. All significant pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed consolidated financial information which should be read in conjunction with such pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information gives effect to the following:

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have actually been reported had the transactions reflected in the pro forma adjustments occurred on January 1, 2009 or as of June 30, 2010, respectively, nor is it indicative of our future results of operations or financial position. In addition, Existing GGP's historical financial statements will not be comparable to New GGP's financial statements following emergence from bankruptcy due to the effects of the consummation of the Plan as well as adjustments for the effects of the application of the acquisition method of accounting.

The structure of the Plan Sponsors' investments will trigger the application of the acquisition method of accounting, as after the Effective Date, the Plan Sponsors and Texas Teachers (or, if the commitments of the Plan Sponsors and Texas Teachers are reduced by 50% pursuant to Existing GGP's rights to make such reductions, with the holders of New GGP common stock as a result of the exchange of the mandatory exchangable notes offered by this prospectus) will own a majority of the outstanding common stock of New GGP. The Existing GGP common stockholders are expected to hold approximately 317 million shares of New GGP common stock at the Effective Date; whereas, the Plan Sponsors, Texas Teachers and the holders of New GGP common stock as a result of this offering, if any, are expected to hold approximately 679 million shares of New GGP common stock on such date. Therefore, the Plan constitutes a "transaction or event in which an acquirer obtains control of one or more "businesses" or a "business combination" (ASC 805-10-05-1) requiring the application of the acquisition method of accounting. "Fresh Start" accounting does not apply to New GGP because although Existing GGP common stockholders will acquire less than 50% of the voting shares of New

GGP, the reorganization value of New GGP's assets exceeds the total of all post-petition liabilities and allowed claims (ASC 852-10-45-19). The pro forma condensed consolidated financial information presented, including allocations of the purchase price, is based on available information and assumptions that are factually supportable and that we believe are reasonable under the circumstances, including the estimated timing of the consummation of the Plan (including liabilities disposed or settled), and preliminary estimates of the fair values of assets acquired and liabilities assumed. These estimates and assumptions will be revised as additional information becomes available.

The estimated purchase price for purposes of the application of the acquisition method of accounting was calculated using an assumed exchange price for the mandatorily exchangeable notes offered by this prospectus, the per share price of the equity contributions of the Plan Sponsors and Texas Teachers and a $10.00 per share assumed value of the common stock of New GGP issued to the equity holders of Existing GGP plus the assumed liabilities of New GGP (at fair value). Such calculation yields an estimated purchase price of approximately $31.7 billion. A $1.00 per share increase in the assumed exchange price for the mandatorily exchangeable notes offered by this prospectus would result in an approximately $190 million increase in such purchase price. The aggregate fair value of the assets and liabilities of New GGP, after the distribution of Spinco pursuant to the Plan, were computed using estimates of future cash flows and other valuation techniques, including estimated discount and capitalization rates, and such estimates and techniques were also used to allocate the purchase price of acquired property between land, buildings and improvements, equipment and identifiable intangible assets and liabilities such as amounts related to in-place at-market tenant leases, acquired above and below-market tenant and ground leases and tenant relationships.

The fair values of tangible assets are determined on an "if vacant" basis. The "if vacant" fair value is allocated to land, where applicable, buildings and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the "if vacant" value of the building improvements was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to building value include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value. We believe that the most influential assumption in the estimation of value based on the income approach is the assumed discount rate and an average one half of one percent change in the aggregate discount rates applied to our estimates of future cash flows would result in an approximate 3.5 percent change in the aggregate estimated of value of our real estate investments.

The estimated fair value of in-place tenant leases includes lease origination costs (the costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to the current occupancy level. Such estimate includes the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of acquired in-place tenant leases is included in the balance of buildings, tenant improvements and equipments and amortized over the remaining lease term for each tenant.

Intangible assets and liabilities were calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. Above-market and below-market tenant and ground lease values were valued (using an interest rate which reflects the risks associated with the leases acquired) based on the difference between the contractual amounts to be received or paid pursuant to the leases and our estimate of fair market lease rates for the corresponding leases, measured over a period equal to the remaining non-cancelable term of the leases. The variance between contract rent versus prevailing market rent is projected to expiration for each particular tenant

and discounted back to the date of acquisition. Significant assumptions used in determining the fair value of leasehold assets and liabilities include: (1) the market rental rate, (2) market reimbursements, and (3) the market rent growth rate. Above and below-market lease values are amortized over the remaining non-cancelable terms of the respective leases (approximately five years for tenant leases and approximately 50 years for ground leases). Due to existing contacts and relationships with tenants at our currently owned properties and that there was no significant perceived difference in the renewal probability of a tenant based on such relationship, no significant value has been ascribed to the tenant relationships at the properties.

With respect to our investments in the Unconsolidated Real Estate Affiliates, our fair value reflects the fair value of the property held by such affiliate, as computed in a similar fashion to our majority owned properties. Such fair values have been adjusted for the consideration of our ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests.

The fair values of our financial instruments approximate their carrying amount in our financial statements except for debt. Notwithstanding that we do not believe that a fully-functioning market for real property financing exists currently, the acquisition method of accounting requires that management estimate the fair value of our debt. We estimated the fair value of this debt based on quoted market prices for publicly-traded debt, recent financing transactions (which may not be comparable), estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, the current London Interbank Offered Rate ("LIBOR"), a widely quoted market interest rate which is frequently the index used to determine the rate at which we borrow funds and U.S. treasury obligation interest rates, and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate such amounts. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any of such debt could be realized by immediate settlement of the obligation.

Any excess of the purchase price of New GGP as computed above over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed would be, under the acquisition method of accounting, considered to be goodwill. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Similarly, a deficit in the purchase price to the net of the amounts assigned to assets acquired and liabilities assumed would be considered a bargain purchase and be reflected in the equity of New GGP as of the Effective Date. The accompanying unaudited pro forma condensed consolidated financial information does not reflect an allocation of any such excess purchase price to goodwill, or bargain purchase to equity, as the purchase price, and the fair values of the assets and liabilities, that would determine that such an allocation should be made, are subject to significant estimation uncertainty.

Once the Plan is consummated, we will be able to determine the final purchase price inherent in the investments made by the Plan Sponsors and we will finalize the accounting for these transactions. The final application of the acquisition method of accounting could differ from the amounts reflected in the unaudited pro forma condensed consolidated financial information and could result in goodwill or gain being reflected in our balance sheet on the Effective Date. In addition, such differences will likely result in operating results and financial condition different than that reflected in the unaudited pro forma condensed consolidated financial information.

The unaudited pro forma statements of operations also assume that New GGP will qualify and elect to be taxed as a REIT for U.S. federal income tax purposes and assume that it distributes all of its taxable income as provided by the Code; and therefore, no New GGP income taxes have been provided for the periods presented. In addition, the pro forma condensed consolidated financial information presented is based on estimates and assumptions of claims that will be satisfied pursuant to the Plan; however, the amount of such claims and their treatment may change significantly from the amounts assumed below. See "Risk Factors—The treatment of certain claims under the Plan is uncertain, and Existing GGP may make significant changes to the Plan following this offering." The actual adjustments to Existing GGP's consolidated financial statements upon the consummation of the Plan will depend on a number of factors, including additional information available and the actual balance of Existing GGP's net assets on the date of the consummation of the Plan and the actual amount of claims reflected in the Plan on the Effective Date. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the information contained in "Plan of Reorganization," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

Existing GGP

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of June 30, 2010

				Historical			Less Distribution of Spinco			Offering		Plan			Acquisition Accounting			Total

				(In thousands)
Assets:
	Investment in real estate:
		Land		$	3,326,837		$	194,380		$	—	$	—		$	2,185,338		$	5,317,795
		Buildings and equipment			22,788,677			451,307			—		—			(1,382,105	)		20,955,265
		Less accumulated depreciation			(4,733,556	)		(91,553	)		—		—			4,642,003			—
		Developments in progress			425,864			290,901			—		—			—			134,963

			Net property and equipment		21,807,822			845,035			—		—			5,445,236			26,408,023
		Investment in and loans to/from Unconsolidated Real Estate Affiliates			1,991,782			139,838			—		—			657,120			2,509,064
		Investment property and property held for development and sale			1,913,655			1,907,175			—		—			(6,480	)		—

			Net investment in real estate		25,713,259			2,892,048			—		—			6,095,876			28,917,087
	Cash and cash equivalents				548,265			2,982			2,160,000		(2,066,939	)		—			638,344
	Accounts and notes receivable, net				372,621			11,152			—		—			(270,851	)		90,618
	Goodwill				199,664			—			—		—			(199,664	)		—
	Deferred expenses, net				264,985			6,996			—		—			(257,989	)		—
	Prepaid expenses and other assets				738,589			176,203			—		48,471			1,548,146			2,159,003

			Total assets	$	27,837,383		$	3,089,381		$	2,160,000	$	(2,018,468	)	$	6,915,518		$	31,805,052

Liabilities and Equity:
	Liabilities not subject to compromise:
		Mortgages, notes and loans payable		$	16,809,002		$	207,647		$	—	$	1,408,155		$	565,694		$	18,575,204
		Investment in and loans to/from Unconsolidated Real Estate Affiliates			40,536			—			—		—			(40,536	)		—
		Deferred tax liabilities			787,798			743,822			—		(1,779	)		(1,457	)		40,740
		Accounts payable and accrued expenses			1,302,668			184,168			—		43,419			1,622,625			2,784,544

			Liabilities not subject to compromise		18,940,004			1,135,637			—		1,449,795			2,146,326			21,400,488
	Liabilities subject to compromise:
		Mortgages, notes and loans payable			7,111,004			132,849			—		(6,978,155	)		—			—
		Accounts payable and accrued expenses			745,253			100,774			—		(644,479	)		—			—

			Liabilities subject to compromise		7,856,257			233,623			—		(7,622,634	)		—			—

			Total liabilities		26,796,261			1,369,260			—		(6,172,839	)		2,146,326			21,400,488

	Redeemable noncontrolling interests:
		Preferred			120,756			—			—		—			—			120,756
		Common			97,851			—			—		—			(24,058	)		73,793

			Total redeemable noncontrolling interests		218,607			—			—		—			(24,058	)		194,549

	Commitments and Contingencies				—			—			—		—			—			—
Equity:
	Stockholders' equity				798,601			1,719,286			2,160,000		4,154,371			4,743,243			10,136,929
		Noncontrolling interests in consolidated real estate affiliates			23,914			835			—		—			50,007			73,086

		Total equity			822,515			1,720,121			2,160,000		4,154,371			4,793,250			10,210,015

			Total liabilities and equity	$	27,837,383		$	3,089,381		$	2,160,000	$	(2,018,468	)	$	6,915,518		$	31,805,052

Existing GGP

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2009

			Historical			Less Distribution of Spinco			Offering		Plan			Acquisition Accounting			Total

			(In thousands)
Operating Data:
Revenues:
	Minimum rents		$	1,992,046		$	65,653		$	—	$	—		$	(59,332	)	$	1,867,061
	Tenant recoveries			883,595			19,642			—		—			—			863,953
	Overage rents			52,306			2,701			—		—			—			49,605
	Land sales			45,997			45,997			—		—			—			—
	Management fees and other corporate revenues			75,851			23			—		—			—			75,828
	Other			86,019			2,333			—		—			—			83,686

		Total revenues		3,135,814			136,349			—		—			(59,332	)		2,940,133

Expenses:
	Real estate taxes			280,895			13,827			—		—			907			267,975
	Property maintenance costs			119,270			5,572			—		—			—			113,698
	Marketing			34,363			1,071			—		—			—			33,292
	Other property operating costs			529,686			32,573			—		—			(1,416	)		495,697
	Land sales operations			50,807			50,807			—		—			—			—
	Provision for doubtful accounts			30,331			2,539			—		—			—			27,792
	Property management and other costs			176,876			17,645			—		—			—			159,231
	General and administrative			28,608			—			—		—			—			28,608
	Strategic initiatives			67,341			5,380			—		—			—			61,961
	Provisions for impairment			1,223,810			680,683			—		—			(543,127	)		—
	Depreciation and amortization			755,161			19,841			—		—			354,021			1,089,341

		Total expenses		3,297,148			829,938			—		—			(189,615	)		2,277,595

	Operating income (loss)			(161,334	)		(693,589	)		—		—			130,283			662,538
Interest income				3,321			1,689			—		—			—			1,632
Interest expense				(1,311,283	)		(1,337	)		—		183,911			(25,646	)		(1,151,681	)

Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items				(1,469,296	)		(693,237	)		—		183,911			104,637			(487,511	)
(Provision for) benefit from income taxes				14,610			28,497			—		7,985			—			(5,902	)
Equity in income of Unconsolidated Real Estate Affiliates				4,635			(28,209	)		—		—			(21,256	)		11,588
Reorganization items				146,190			(6,963	)		—		(153,153	)		—			—

Income (loss) from continuing operations			$	(1,303,861	)	$	(699,912	)	$	—	$	38,743		$	83,381		$	(481,825	)

Basic and diluted (loss) earnings from continuing operations:
	Basic and diluted (loss) per share		$	(4.11	)												$

Weighted average numbers of common shares outstanding:
	Basic			311,993

	Diluted			311,993

Existing GGP

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Six Months Ended June 30, 2010

			Historical			Less Distribution of Spinco			Offering		Plan			Acquisition Accounting			Total

			(In thousands)
Operating Data:
Revenues:
	Minimum rents		$	977,217		$	34,000		$	—	$	—		$	(33,784	)	$	909,433
	Tenant recoveries			429,838			9,252			—		—			—			420,586
	Overage rents			17,793			912			—		—			—			16,881
	Land and condominium sales			65,035			12,107			—		—			—			52,928
	Management fees and other corporate revenues			33,988			—			—		—			—			33,988
	Other			42,683			3,148			—		—			—			39,535

		Total revenues		1,566,554			59,419			—		—			(33,784	)		1,473,351

Expenses:
	Real estate taxes			143,157			7,037			—		—			453			136,573
	Property maintenance costs			62,032			3,283			—		—			—			58,749
	Marketing			13,331			507			—		—			—			12,824
	Other property operating costs			255,272			16,050			—		—			(683	)		238,539
	Land and condominium sales operations			69,232			22,243			—		—			—			46,989
	Provision for doubtful accounts			9,946			357			—		—			—			9,589
	Property management and other costs			83,949			8,996			—		—			—			74,953
	General and administrative			13,306			—			—		—			—			13,306
	Strategic initiatives			—			—			—		—			—			—
	Provisions for impairment			31,273			486			—		—			(30,787	)		—
	Depreciation and amortization			352,621			8,425			—		—			200,476			544,672

		Total expenses		1,034,119			67,384			—		—			169,459			1,136,194

	Operating income (loss)			532,435			(7,965	)		—		—			(203,243	)		337,157
Interest income				813			59			—		—			—			754
Interest expense				(637,004	)		(3,830	)		—		101,719			(627	)		(532,082	)

	Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items			(103,756	)		(11,736	)		—		101,719			(203,870	)		(194,171	)
(Provision for) benefit from income taxes				(17,884	)		(15,451	)		—		(1,611	)		—			(4,044	)
Equity in income of Unconsolidated Real Estate Affiliates				50,652			5,172			—		—			(10,628	)		34,852
Reorganization items				9,301			(25,961	)		—		(35,262	)		—			—

Income (loss) from continuing operations			$	(61,687	)	$	(47,976	)	$	—	$	64,846		$	(214,498	)	$	(163,363	)

Basic and diluted (loss) earnings from continuing operations:
	Basic and diluted (loss) per share		$	(0.21	)												$

Weighted average number of common shares outstanding:
	Basic			316,572

	Diluted			316,572

Existing GGP

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Six Months Ended June 30, 2009

			Historical			Less Distribution of Spinco			Offering		Plan		Acquisition Accounting			Total

			(In thousands)
Operating Data:
Revenues:
	Minimum rents		$	997,816		$	33,517		$	—	$	—	$	(33,785	)	$	930,514
	Tenant recoveries			457,710			9,782			—		—		—			447,928
	Overage rents			15,806			850			—		—		—			14,956
	Land sales			31,435			31,435			—		—		—			—
	Management fees and other corporate revenues			40,719			23			—		—		—			40,696
	Other			37,249			(486	)		—		—		—			37,735

		Total revenues		1,580,735			75,121			—		—		(33,785	)		1,471,829

Expenses:
	Real estate taxes			140,518			6,282			—		—		453			134,689
	Property maintenance costs			49,459			2,228			—		—		—			47,231
	Marketing			14,482			460			—		—		—			14,022
	Other property operating costs			258,178			16,590			—		—		(713	)		240,875
	Land sales operations			32,464			32,464			—		—		—			—
	Provision for doubtful accounts			19,179			1,212			—		—		—			17,967
	Property management and other costs			85,609			8,432			—		—		—			77,177
	General and administrative			14,112			—			—		—		—			14,112
	Strategic initiatives			64,013			5,114			—		—		—			58,899
	Provisions for impairment			413,480			140,262			—		—		(273,218	)		—
	Depreciation and amortization			391,087			10,787			—		—		164,372			544,672

		Total expenses		1,482,581			223,831			—		—		(109,106	)		1,149,644

	Operating income (loss)			98,154			(148,710	)		—		—		75,321			322,185
Interest income				1,231			332			—		—		—			899
Interest expense				(656,841	)		872			—		81,865		(18,401	)		(594,249	)

	Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items			(557,456	)		(147,506	)		—		81,865		56,920			(271,165	)
(Provision for) benefit from income taxes				(4,228	)		2,005			—		—		—			(6,233	)
Equity in income of Unconsolidated Real Estate Affiliates				23,877			5,094			—		—		(10,628	)		8,155
Reorganization items				(24,918	)		(2,017	)		—		22,901		—			—

Income (loss) from continuing operations			$	(562,725	)	$	(142,424	)	$	—	$	104,766	$	46,292		$	(269,243	)

Basic and diluted (loss) earnings from continuing operations:
	Basic and diluted (loss) per share		$	(1.78	)											$

Weighted average number of common shares outstanding:
	Basic			311,606

	Diluted			311,606

Reflects the carrying value of assets and liabilities to be transferred to Spinco pursuant to the Plan. In particular, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Distribution of Spinco," the assets and liabilities to be transferred to Spinco, are expected to consist of all of Existing GGP's master-planned communities, nine mixed-use development opportunities, four potential mall development projects, seven redevelopment properties and other miscellaneous real estate interests. Spinco will be capitalized with $250 million of initial equity from the Plan Sponsors pursuant to their investment agreements and Existing GGP equity owners are expected to own a majority equity interest in Spinco as of the Effective Date. Intercompany balances and transactions between entities to be owned by New GGP and Spinco after the Effective Date that were previously eliminated within the historical financial statements of Existing GGP, to the extent not specifically addressed by the provisions of the Plan, have been restored. The pro forma adjustments for the distribution of Spinco do not reflect the new ownership structure or taxable status contemplated for Spinco, the incremental costs that Spinco will incur as a stand-alone public company or the costs associated with the transition services agreement that Existing GGP expects to enter into with Spinco on our behalf on or prior to the Effective Date. Accordingly, such pro forma adjustments for the Spinco distribution will not agree to other financial information filed by Spinco with respect to its assets and liabilities.

Reflects an increase in cash and cash equivalents and common stockholders' equity as a result of the issuance of $2.25 billion of notes offered by this prospectus, net of offering expenses. For purposes of our pro forma presentation, we have assumed that the notes have been exchanged into our common stock as of June 30, 2010 at a rate of per New GGP common share assuming an exchange price of $ (the midpoint of the range set forth on the cover of this prospectus) and that no allocation of funds has been made to Spinco as discussed in "Plan of Reorganization—Spinco Note and Indemnity".

(1) The pro forma adjustments for the Plan reflect the transactions called for by the Plan, which provide for the following Sources and Uses:

(a): The investment agreements with Fairholme, Pershing and Texas Teachers permit Existing GGP to use the proceeds of a sale of, or binding commitments to sell, common stock of New GGP, including the common stock underlying the notes offered by this prospectus, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration) to reduce the amount of New GGP common stock to be sold to Fairholme, Pershing and Texas Teachers by up to 50% prior to the effective date of the Plan. The table above assumes the reduction of the commitments of each of Fairholme, Pershing and Texas Teachers under their respective investment agreements by 50% of their committed amounts, all of which is included in the adjustment to stockholders' equity.

The Plan also provides for the issuance of 103 million interim warrants (issued May 10, 2010) to Brookfield Investor and Fairholme, to purchase shares of Existing GGP common stock, at an exercise price of $15.00 per share. The interim warrants may only be exercised if the Investment Agreements are not consummated, and, accordingly, no historical or pro forma expense has been recognized. Upon consummation of the Plan, all interim warrants will be cancelled and warrants to purchase New GGP common stock and Spinco common stock will be issued to each of the Plan Sponsors. See "Description of Common Stock—Warrants." The value of the 120 million permanent warrants for New GGP common stock issued to the Plan Sponsors, has been reflected as a component of equity.

(b): The assumed proceeds from the sale of such mandatorily exchangeable notes, net of offering costs, have been presented in the accompanying pro forma balance sheet in the column labeled "Offering", as described immediately above.
(c): Reflects consolidated cash and cash equivalents at June 30, 2010 (rounded) for Existing GGP as reported in the historical consolidated financial statements included elsewhere in this prospectus. We believe that we will have approximately $ million of additional cash on hand available for Plan uses as of the Effective Date. Any increase in the amount of cash and cash equivalents as of the Effective Date from the amount at June 30, 2010 would result in a corresponding increase in Net funds available as a result of the Plan.
(d): The Plan provides that the Rouse notes have matured, and any accrued interest on all Rouse notes shall be paid in full. These pro forma financial statements assume that any unmatured Rouse notes will be reinstated pursuant to the Plan. Also pursuant to the Plan, holders of the GGPLP exchangeable notes will have the option to either elect to receive the payment of par plus accrued and unpaid interest in cash in satisfaction of such GGPLP exchangeable notes or to have such GGPLP exchangeable notes reinstated. The table above assumes that all of the GGPLP exchangeable notes will be paid in cash other than those held by the Plan Sponsors, which

exchangeable notes will be converted into New GGP common stock in accordance with the Investment Agreements. In the event that holders of the GGPLP exchangeable notes elect reinstatement rather than cash payment, up to $526.0 million of GGPLP exchangeable notes may remain outstanding, which reflects the amount of GGPLP exchangeable notes not held by the Plan Sponsors. To the extent that any GGPLP exchangeable notes are reinstated, our pro forma total debt and pro forma cash and cash equivalents would increase to the extent of any such amount.

(2) Cash and cash equivalents: The pro forma net reduction to cash and cash equivalents as of June 30, 2010, is estimated at $2.1 billion as follows: pursuant to the Plan, this includes a pro forma adjustment to decrease cash in the amount of $5.1 billion to reflect payment of pre-petition debt and repayment of the $400 million DIP facility. This also includes a pro forma adjustment to decrease cash in the amount of $143 million related to property-level and mezzanine debt, which consist primarily of estimates for the GGP Ala Moana LLC secured debt paydown of $137 million and The Burlington Town Center LLC mezzanine debt paydown of $5.5 million per the terms of their restructured loan agreements. A pro forma adjustment to decrease cash in the amount of $36 million related to projected vacant tenant reserves and other property loan escrows was made based on certain property level loan agreements. Vacant anchor reserves represent potential funds to be deposited into escrow should certain anchor tenant spaces go vacant per the terms of certain property level restructured loan agreements. A pro forma adjustment is also provided to decrease accounts payable and accrued expenses as of June 30, 2010 for claims distributions in accordance with the Plan. The total amount of claims distributions are estimated at $742 million, of which $492 million is related to accrued interest, $15 million of DIP facility associated fees and expenses, $216 million of claim distributions, $19 million of preferred dividend payments for GGPLP LLC and GGPLP equity interests for year to date deferred dividend as of June 30, 2010. A pro forma adjustment was made to decrease cash in the amount of $355 million for transaction fees and expenses. These costs include estimates for professional fees incurred but unpaid, professional fee holdbacks for select professional services firms, estimated capital raise fees, a fee related to potential reductions in committed amounts related to the Investment Agreements, forecasted success fees and an estimated obligation under the KEIP. The foregoing cash outflows are partially offset by the equity contributions pursuant to the Plan, reflecting a 50% reduction in the Plan Sponsors' and Texas Teachers' commitments and resulting in a $4.65 billion investment in the aggregate.

(3) Prepaid expenses and other assets and deferred tax liabilities: The pro forma net change to prepaid assets and other assets as of June 30, 2010 is estimated at $48.5 million. The pro forma adjustments relate to projected vacant tenant reserves and other property loan escrows based on certain property level loan agreements and to a change in the valuation allowance with respect to deferred tax assets. The net change in deferred tax liabilities is primarily due to the impact of structural changes in ownership of Existing GGP entities as a result of the Plan.

(4) Mortgages, notes and loans payable: The pro forma net change to mortgages, notes and loans payable as of June 30, 2010, is estimated at $1.4 billion. This includes a pro forma increase to reclassify mortgages, notes and notes payable formerly classified as liabilities subject to compromise, in accordance with the Plan, in the amount of $7.0 billion. The reclassification adjustment related to liabilities subject to compromise is partially offset by a pro forma adjustment to reflect payment of $5.0 billion of pre-petition debt, repayment of $400 million of Existing GGP's DIP facility, and $143 million related to property level and mezzanine loans, including the Ala Moana secured loan and Burlington Town Center Mezzanine facility described above.

(5) Accounts payable and accrued expenses: The pro forma net reduction to accounts payable and accrued expenses as of June 30, 2010, including the $644 million of accounts payable and accrued expenses reflected as liabilities subject to compromise, aggregated $601 million. This reduction in accounts payable and accrued expenses includes a pro forma adjustment to decrease the June 30, 2010 balance of accounts payable and accrued expenses for $181 million of transaction fees and expenses

that are estimated to be paid in accordance with the Plan. A pro forma adjustment is also provided to decrease accounts payable and accrued expenses as of June 30, 2010 for claims distributions in accordance with the Plan. The total amount of claims distributions are estimated at $724 million, of which $492.4 million is related to accrued interest, $15 million of DIP facility associated fees and expenses, $216.6 million of claim distributions, including accrued Operation Partnership preferred distribution payments. These adjustments are partially offset by a pro forma adjustment to reflect the Spinco tax indemnification note. The Spinco tax indemnification note is estimated to be the contractual maximum amount of $303.75 million.

(6) Liabilities subject to compromise: The pro forma adjustment is to reclassify certain amounts to accounts payable and accrued expenses or mortgages, notes and loans payable from the liabilities subject to compromise reported as of June 30, 2010 by $7.6 billion to reflect Existing GGP's emergence from bankruptcy.

(7) Stockholders' equity: For the purpose of net pro forma adjustments, the equity contributions from the Plan are calculated based on the net investments from the Plan Sponsors pursuant to Existing GGP's rights to reduce the Plan Sponsors' and Texas Teachers' commitments associated with the Investment Agreements and the Texas Teachers' investment agreement, which is estimated to be $4.65 billion in the aggregate. The pro forma adjustment to common stockholders' equity is partially offset by an estimated reduction to retained earnings as of June 30, 2010 of $600 million primarily related to additional costs consisting of an estimated tax indemnification to Spinco (based on the contractual maximum amount of $303.75 million) and $296.3 of additional reorganization and transaction fees that are estimated to be paid assuming an emergence as of June 30, 2010. The pro forma adjustment also assumes the elimination of all treasury stock as a result of Existing GGP's emergence from bankruptcy.

As described above, the acquisition method of accounting has been applied to the assets and liabilities of New GGP reflective of the Plan, the Spinco distribution and the offering of the notes in this prospectus. The acquisition method of accounting adjustments described below reflect allocation of the estimated purchase price. As described earlier, upon the Effective Date, the ultimate purchase price and fair value of assets and liabilities can be computed and the amounts estimated below will change.



Sources of Funds		$	7,448,000
Less: cash on hand			(485,000	)
Plus: Existing GGP common equity *			3,173,929
Plus: Assumed liabilities
	Fair value of debt		18,575,204
	Below-market tenant leases		1,078,864
	Above-market ground leases		9,261
	Deferred tax liabilities		40,740
	Other		1,696,419

Total assumed liabilities			21,400,488
Plus: Total redeemable noncontrolling interests			194,549
Plus: Noncontrolling interests in consolidated real estate affiliates			73,086

Total purchase price		$	31,805,052

Land		$	5,317,795
Buildings and equipment			19,385,728
In-place leases			1,417,904
Lease commissions			151,633
Developments in progress			134,963
Investment in and loans to/from Unconsolidated Real Estate Affiliates			2,509,064
Cash and cash equivalents			638,344
Accounts and notes receivable, net			90,618
Prepaid expenses and other assets:
	Above-market tenant leases		1,593,659
	Below-market ground leases		210,294
	Deferred tax assets		16,548
	Tax stabilization agreement		78,255
	Other		260,247

Total prepaid expenses and other assets			2,159,003

Total fair value of assets		$	31,805,052

The following pro forma adjustments were made to reflect the revaluation of the New GGP assets and liabilities pursuant to the acquisition method of accounting.

(1) Net property and equipment: Reflects an acquisition method of accounting adjustment of $5.4 billion to reset the carrying value of the respective property assets to fair value. Land has an indefinite useful life and is not depreciated. Buildings and equipment generally have a useful life of 15

to 45 years. Buildings and equipment includes the in-place value of tenant leases. In-place tenant leases are amortized over periods that approximate the related non-cancelable remaining lease terms. Depreciable assets were marked to fair value. These fair values reflect that Existing GGP's previously existing accumulated depreciation balance is marked to $0.

(2) Investment property and property held for development and sale: The remaining amounts at Existing GGP properties that are not distributed to Spinco, previously reflected at a historical cost of $6.5 million, have been combined with the fair value of the underlying properties as the increase in property value inherent in such projects, reflecting estimated costs to complete and estimated incremental cash flow from such projects, was used to calculate such fair values.

(3) Investment in and loans to/from Unconsolidated Real Estate Affiliates: Existing GGP accounts for its Unconsolidated Real Estate Affiliates under the equity method. Equity method investments in the joint ventures underlying the Investment in and loans to/from Unconsolidated Real Estate Affiliates are also subject to acquisition method of accounting adjustments whereby the accounting basis in the assets and liabilities of the unconsolidated joint ventures are recorded at fair value, and accumulated depreciation of such assets are recorded at $0. Adjustments to Investment in and loans to/from Unconsolidated Real Estate Affiliates were also made to reflect the specific asset disposition and venture liquidation provisions of the joint venture agreements if our ultimate liquidation proceeds pursuant to the joint venture agreements would not be equal to our ratable share of a deemed liquidation of the joint venture at fair value. Investments in Unconsolidated Real Estate Affiliates reflected as a liability have been set to fair value, in all cases an asset amount as such liabilities were previously a function of the equity method of accounting where distributions have exceeded our capital investments, adjusted by our share of earnings, from such joint ventures.

(4) Accounts and notes receivable, net: Reflects the elimination of previously recorded straight-line rents receivable as of the Effective Date.

(5) Goodwill: Includes adjustment of $200 million to reflect goodwill at $0 due to the fact that New GGP's fair value has been allocated to all of its tangible and identifiable intangible assets and liabilities.

(6) Deferred Expenses: Existing GGP's deferred expenses consisted principally of financing fees and leasing costs and commissions. Includes an adjustment of $258 million to reflect a fair value of $0 for such deferred expenses because Existing GGP reflects the future benefit of these finance fees and leasing costs in the estimated fair values of Mortgage, notes and loans payable and Investments in real estate, respectively.

(7) Prepaid expenses and other assets and accounts payable and accrued expenses: Reflects acquisition method of accounting adjustments that reflect tangible and identified intangible assets and liabilities at fair value. The intangible assets we have recognized pursuant to the acquisition method of accounting consist of above and below market leases where we are either the lessor (generally, leases to our retail and other tenants) or lessee (generally, where we own real estate subject to a ground lease), a real estate tax stabilization agreement (an agreement with a local municipality with respect to future real estate tax obligations) and certain other contractual arrangements. The adjustments are depreciated or amortized over the estimated useful life or contractual term of the underlying asset or liability (generally ranging from 3 to 11 years for tenant leases and up to 85 years for ground leases). Intangible assets recorded as a result of the acquisition method of accounting have been reflected as a component of prepaid and other assets while intangible liabilities are reported within accounts payable and accrued expenses. The value of tenant relationships has been considered in the re-leasing assumptions made in reflecting the value of in-place leases.

Elements of Existing GGP's working capital have been reflected at current carrying amounts as such short-term items are assumed to be settled in cash within 12 months at such values.

(8) Mortgages, notes and loans payable: The acquisition method of accounting provides debt be fair valued using contractual cash flows and current estimated market interest rates, including the rates for the mortgages, notes and loans payable as modified, extended and approved by the previously confirmed plans of reorganization of Existing GGP's subsidiaries or as specified in the Plan. The resulting discount or premium is a non-cash item which will be amortized or accreted over the remaining loan term on the effective yield method and reflected as a component of pro forma interest expense as described below. The weighted average interest rate utilized to estimate the fair value of debt was 5.17% and a 0.25% increase in such estimated rate would yield an approximate $200 million decrease in the estimated fair value of such debt.

(9) Deferred tax assets and liabilities: Existing GGP's deferred tax assets (reflected in prepaid and other assets) and liabilities have been re-measured utilizing the adjusted pro forma carrying amounts of New GGP's assets and liabilities and the current taxable and non-taxable entities to be held by New GGP after the distribution of the Spinco assets and liabilities.

(10) Redeemable noncontrolling interests: The common and preferred units in GGPLP have been classified in the accompanying historical and pro forma balance sheet at June 30, 2010 outside of permanent equity as provided by ASC 480-10-S99-3 as redemption of such units are not solely within the control of the Company. ASC 805-10 and 810-10 further provide that such units be reported at the greater of the carrying amount (adjusted for income and dividends) or fair value. Accordingly, redeemable noncontrolling interests are carried at fair value as of June 30, 2010 in the historical consolidated financial statements as provided by GAAP and the pro forma statements are reflective of the revised conversion rates and book values per unit as a result of the Plan. Treasury stock has been reduced to $0 as Existing GGP stock is cancelled per the Plan and only current stockholders of Existing GGP are issued New GGP stock.

(11) Stockholders' equity: The acquisition method of accounting yields numerous adjustments to assets and liabilities as described above. The net effect of such adjustments is presented as an increase in common stockholders' equity, including the reflection of the acquisition of Existing GGP stockholder common stock with New GGP, Inc. common stock valued at $10.00 per share.

(12) Noncontrolling interests in consolidated real estate affiliates: Noncontrolling interests in our consolidated real estate affiliates reflect the increase in the value of the consolidated venture's net assets attributable to such noncontrolling joint venture partners.

Existing GGP

Notes to Pro Forma Condensed Consolidated Statements of Operations

Reflects the revenues and expenses transferred to Spinco pursuant to the Plan. In particular, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Distribution of Spinco," the assets and liabilities to be transferred to Spinco pursuant to a tax-free exchange, are expected to consist of all of Existing GGP's master-planned communities, nine mixed-use development opportunities, four potential mall development projects, seven redevelopment properties and other miscellaneous real estate interests. Spinco will be capitalized with $250 million of initial equity from the Plan Sponsors pursuant to their investment agreements and Existing GGP equity owners are expected to own a majority equity interest in Spinco as of the Effective Date. Intercompany balances and transactions between entities to be owned by New GGP and Spinco after the Effective Date that were previously eliminated within the historical financial statements of Existing GGP, to the extent not specifically addressed by the provisions of the Plan, have been restored. The pro forma adjustments for the distribution of Spinco do not reflect the new ownership structure or taxable status contemplated for Spinco, the incremental costs that Spinco will incur as a stand-alone public company or the costs associated with the transition services agreement that Existing GGP expects to enter into with Spinco on our behalf on or prior to the Effective Date. Accordingly, such pro forma adjustments for the Spinco distribution will not agree to other financial information filed by Spinco with respect to its results of operations.

(1) Reorganization items: Expenses for all reorganization items have been reversed as the Plan is assumed to be effective and all Existing GGP Debtors are deemed to have emerged from bankruptcy as of the first day of the periods presented and, accordingly, such expenses or items would not be incurred.

(2) Interest expense: Reflects the reduction in interest expense due to the repayment or replacement of certain of Existing GGP's debt as provided by the Plan. Pursuant to the Plan, holders of the GGPLP exchangeable notes will have the option to either elect to receive the payment of par plus accrued and unpaid interest in cash in satisfaction of such GGPLP exchangeable notes or to have such GGPLP exchangeable notes reinstated. For purposes of our pro forma financial information, we have assumed that all of the GGPLP exchangeable notes will be paid in cash. In the event that holders of the GGPLP exchangeable notes elect reinstatement rather than cash payment, up to $526.0 million of GGPLP exchangeable notes may remain outstanding, which reflects the amount of GGPLP exchangeable notes not held by the Plan Sponsors. For every $10 million of GGPLP exchangeable notes that are reinstated, our pro forma interest expense would increase by $0.4 million and $0.2 million for the year ended December 31, 2009 and the six months ended June 30, 2010, respectively. For the purposes of our pro forma financial information, we have also assumed that $1.345 billion of unmatured Rouse notes are reinstated pursuant to the Plan. In the event that the Bankruptcy Court determines that reinstatement is not permitted, we expect to enter into a new $1.5 billion term loan. For every 0.125% increase in the interest rate of such new term loan from the current weighted average interest rate of the unmatured Rouse notes (6.48%), our pro forma interest expense would increase by $1.9 million and $0.9 million for the year ended December 31, 2009 and the six months ended June 30, 2010, respectively.

(1) Minimum rents, real estate taxes and other property operating costs: Minimum rent receipts are recognized on a straight-line basis over periods that reflect the related lease terms. Minimum rent

revenues also include accretion and amortization related to above and below-market portions of tenant leases. Real estate taxes and other property operating costs have been adjusted to reflect acquisition method of accounting intangible assets and liabilities for ground leases where Existing GGP is the lessee and for certain other contractual arrangements. Acquisition accounting adjustments made to these elements of revenue and expense reflect adjusted amortization due to the revaluation of the above described intangibles and, as compared to Existing GGP, the shortened periods over which such items are recognized.

(2) Depreciation and amortization: Adjusts depreciation and amortization expense related to the adjustments of estimated useful lives and contractual terms as well as the fair valuation of the underlying assets and liabilities, resulting in changes to the rate and amount of depreciation and amortization.

(3) Interest expense: Reflects a non-cash adjustment to interest expense due to the fair valuing of debt and deferred expenses and other amounts in historical interest expense as a result of the acquisition method of accounting. Mortgages, notes and loans payable have been fair valued using contractual cash flows as current estimate interest rates, including such debt as modified, extended and approved by the respective plans of reorganization of Existing GGP's subsidiaries or as specified in the Plan. The resulting discounts or premiums (which are non-cash items) have been amortized or accreted over the remaining loan term on the effective yield method and reported as a component of interest expense. A 0.25% increase or decrease in the effective interest rate used above for our variable rate loans would increase or decrease the pro forma interest expense by $6.8 million for the year ended December 31, 2009 and $3.4 million for the six months ended June 30, 2010.

(4) Provisions for impairment: Historical provisions for impairment, net of the amounts applicable to the assets transferred to Spinco pursuant to the Plan, have been reversed for the pro forma statements of operations for the six months ended June 30, 2010 and 2009 and for the year ended December 31, 2009. The acquisition method of accounting provides that all assets and liabilities be remeasured and presented at fair value as of the Effective Date. Historical provisions for impairment reflect adjustments to the carrying amounts of the long-lived assets to fair value (ASC 360-10-35-17). As the application of the acquisition method of accounting is "directly attributable to the transaction" (Regulation S-X, Article 11-02(b)), retention of the provisions for impairment are duplicative as the impaired assets are already reflected at their fair values pursuant to the acquisition method of accounting.

Reflects the earnings per share effect of approximately shares of common stock issued upon exchange of the notes offered by this prospectus, which assumes an exchange rate of $ per share (the midpoint of the range set forth on the cover of this prospectus) and reflects the earnings per share effect of approximately shares of common stock issued to the Plan Sponsors and Texas Teachers pursuant to the Plan.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

You should read this discussion in conjunction with Existing GGP's consolidated financial statements, the notes thereto and other financial information included elsewhere in this prospectus. Existing GGP's financial statements are prepared in accordance with GAAP. The description of our business in this prospectus is presented on a pro forma basis after giving effect to the consummation of the Plan as more fully described under "Unaudited Pro Forma Condensed Consolidated Financial and Other Data—Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements," including the distribution of Spinco. However, except as otherwise explicitly stated, the historical consolidated financial information and data and accompanying consolidated financial statements and the related notes thereto contained in this prospectus reflect the actual historical consolidated results of operations and financial condition of Existing GGP for the periods presented and do not give effect to, among other things, the consummation of the Plan, including the distribution of Spinco.

In addition, we have identified thirteen properties with $747.2 million of secured mortgage debt at June 30, 2010 as underperforming retail assets (the "Special Consideration Properties"). The Special Consideration Properties are held by entities that have emerged from bankruptcy. Pursuant to the terms of the agreements with the lenders for these properties, the entities holding such properties have until two days following the emergence of the remaining Debtors in bankruptcy to determine whether the collateral property for these loans should be deeded to the respected lender in full satisfaction of the related debt or whether the property should be retained with further modified loan terms. Prior to the emergence of the remaining Debtors, all cash produced by these properties is under the control of the respective lenders, and we are required to pay any operating expense shortfall. No determination has been made as to whether to retain or deed back the Special Consideration upon Existing GGP's and the other remaining Debtors' emergence from bankruptcy, and they are included in the discussion below.

This section contains forward-looking statements that involve risks and uncertainties. Our actual results may vary materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in "Risk Factors" and the matters set forth in this prospectus. See "Cautionary Statement Regarding Forward-Looking Statements."

All references to numbered Notes are to specific footnotes to our consolidated historical financial statements included elsewhere in this prospectus and which descriptions are incorporated into the applicable response by reference. Capitalized terms used, but not defined, in this Management's Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as in such Notes.

In this section, references to "we," "us" and "our" refer to Existing GGP and its consolidated subsidiaries and joint ventures prior to giving effect to the Plan.

We are a leading real estate owner and operator of regional malls with an ownership interest in 185 regional malls in 43 states as of the date of this prospectus, as well as ownership interests in other rental properties. Based on the number of malls in our portfolio, we are the second largest owner of regional malls in the United States, located strategically in major and middle markets nationwide. For the year ended December 31, 2009, on a pro forma basis, our operating income and NOI were $662.5 million and $2,306.7 million, respectively, and for the six months ended June 30, 2010, on a pro forma basis our operating income and NOI were $337.2 million and $1,129.7 million, respectively.

From the third quarter of 2008 through the filing of the Chapter 11 Cases and first half of 2009, liquidity was our primary issue. Unable to refinance, extend or otherwise restructure our past due debt due to the collapse of the credit markets, we voluntarily chose to restructure our debt under court supervision. In April 2009, we and certain of our subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, which we refer to as the bankruptcy. The Chapter 11 Cases were

filed in the Bankruptcy Court of the Southern District of New York and are currently being jointly administered. A total of 388 Debtors with approximately $21.8 billion of debt filed for Chapter 11 protection under the Bankruptcy Code. The Chapter 11 cases created the protections necessary for us to develop and execute plans of reorganization to restructure our company and extend mortgage maturities, reduce corporate debt and overall leverage and establish a sustainable long-term capital structure. We have a long-term business plan necessary to effect the objectives it sought to achieve through the Chapter 11 process. The business plan contemplates the continued operation of retail shopping centers, divestiture of non-core assets and businesses and certain non-performing retail assets, and select development projects. We have pursued a deliberate two-stage strategy for our reorganization. The first stage of the Chapter 11 process, which is substantially completed, entailed the restructuring of our property-level secured mortgage debt. The second stage is the restructuring of the debt of the remaining Debtors and our public equity.

As of September 2, 2010, 262 Debtors representing approximately $14.9 billion of debt had emerged from bankruptcy and 126 TopCo Debtors, representing approximately $6.9 billion of debt, remain subject to Chapter 11 proceedings. The consensual plans of reorganization for such emerged Debtors provided for, in exchange for payment of certain extension fees and cure of previously unpaid amounts due on the applicable mortgage loans (primarily, principal amortization otherwise scheduled to have been paid since the date the Chapter 11 Cases were filed) received an extension of the secured mortgage loans at previously existing non-default interest rates. As a result of the extensions, none of these loans will have a maturity prior to January 1, 2014. In addition, the consensual plans of reorganization provide for the payment in full of all undisputed claims of creditors of such Debtors.

The 126 Debtors, including Existing GGP, GGPLP and other holding company subsidiaries, that remain subject to Chapter 11 proceedings (collectively, the "TopCo Debtors") represent approximately $6.9 billion of debt. We have developed the second stage of our strategy for the remaining Debtors' emergence from bankruptcy. This strategy includes our entry into the Investment Agreements with the Plan Sponsors, the distribution of Spinco (described below), the investment by Texas Teachers, the issuance of the notes offered hereby and entry into a revolving credit facility. On August 27, 2010, Existing GGP, along with the other TopCo Debtors, filed with the Bankruptcy Court the Disclosure Statement and the Plan. On August 27, 2010, the Bankruptcy Court approved the Disclosure Statement and the solicitation of votes to approve the Plan. We will not emerge from bankruptcy unless and until the Plan is confirmed by the Bankruptcy Court and becomes effective, which is expected to occur in the fourth quarter of 2010, after the consummation of this offering. For more detailed information, see "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan."

As part of the Plan, Existing GGP will distribute to its existing stockholders equity ownership in a newly formed company, Spinco, which will own a diverse portfolio of real estate assets, including the master planned communities and properties such as Ward Centers in Honolulu, Hawaii and South Street Seaport in New York City. The distribution will be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code. The Spinco properties are a group of assets that we believe have considerable long term value potential. These assets are expected to consist of all of our master planned communities, nine mixed-use development opportunities, four mall development projects, seven redevelopment opportunities and eight other miscellaneous interests. See "Unaudited Pro Forma Condensed Consolidated Financial Information."

In order to provide for an orderly transition of Spinco as an independent company, we expect to enter into certain agreements with Spinco as described below:

Following the distribution to Spinco, New GGP will not operate the Master Planned Communities segment. On a pro forma basis, for the year ended December 31, 2009, total revenues would have declined by approximately $136.3 million and total expenses would have declined by approximately $830.0 million. In addition, the total assets owned by Spinco at June 30, 2010 would have been approximately $3.1 billion. As a result, we expect the distribution to Spinco to have a positive impact on operating income and net income attributable to common stockholders of New GGP.

The accompanying discussion and analysis of operations relates to historical Existing GGP, without giving effect to the distribution to Spinco. For a presentation of the impact of the Spinco distribution, see "Unaudited Pro Forma Condensed Consolidated Financial Information."

In addition to the Spinco distribution, the Plan contemplates the payment and/or possible reinstatement of TopCo Debtor indebtedness and other liabilities, which will result in a reduction of cash interest expense from historical levels. Also, due to the structure of the Plan Sponsors' investment, as of the Effective Date, New GGP will be required to apply the acquisition method of accounting. Acquisition method of accounting yields numerous adjustments to assets and liabilities, including requiring that Existing GGP's debt be fair valued using contractual cash flows and current estimated market interested rates, including the rates for the mortgages, notes, and loans payable as modified, extended and approved by the previously confirmed first stage plans. The resulting discount or premium is a non-cash item which will be amortized or accreted over the remaining loan term on the effective yield method and reflected as a component interest expense. As a result, we expect that much of the reduction of interest expense that we will realize as a result of the reduction of our liabilities under the Plan will be offset by an increase in non-cash interest expense resulting from this aspect of the adoption of the acquisition method of accounting. For a more detailed description of the pro forma impact of the implementation of the Plan and the adoption of the acquisition method of accounting, see the "Unaudited Pro Forma Condensed Consolidated Financial Information" included elsewhere in this prospectus.

As a result of the automatic stay of most actions against a Debtor's estate, the resulting suspension of our obligation to pay certain pre-petition liabilities and proceeds from the DIP Facility, as of June 30, 2010, we had approximately $548.3 million of cash. Our liquidity is dependent upon cash flow from operations, which were affected by the severe weakening of the economy in 2009. Retail sales hit

their low point in the first quarter of 2009 but have gradually improved. However, retail market conditions have not returned to the levels of 2007 and, while we believe that they have stabilized and begun to show improvement, they continue to impact our ability to generate and increase Retail and Other revenues. In addition, the continued weak housing market has negatively affected our ability to generate income through the sale of residential land in our master planned communities.

As part of our business planning process we reviewed our development and redevelopment projects. At this time we currently plan to complete projects that are already substantially complete and joint venture projects. As a result, we currently expect to complete our expansion and redevelopment projects at Christiana Mall, Fashion Place and Saint Louis Galleria.

For the six months ended June 30, 2010, we generated NOI of $1,180.0 million in our retail and other segment. Included in this amount is income from our Unconsolidated Properties at our ownership share. Comparatively, in the six months ended June 30, 2009, we reported NOI of $1,218.8 million. Based on the results of our evaluations for impairment ("Note 1—Organizations" to the consolidated financial statements contained elsewhere in this prospectus), we recognized total impairment charges for our retail and other segment and our master planned community segment of $31.3 million for the six months ended June 30, 2010 and $413.5 million for the six months ended June 30, 2009. The decrease in NOI for the quarter was consistent with our expectations and reflects the temporary impact of our restructuring and the difficult market conditions of 2009, when many of our newer leases were executed.

For the six months ended June 30, 2010, total revenues declined $44.7 million, or 2.5%, to $1,760.1 million, primarily due to declines in minimum rents, tenant recoveries and Overage Rents, as a result of declines in overall occupancy and specialty leasing occupancy and sales volumes. Included in this amount is revenues from Unconsolidated Properties at our ownership share of $298.7 million for the six months ended June 30, 2010, which are roughly comparable to the $301.8 million for the six months ended June 30, 2009, reflecting continued steady performance.

The bankruptcy of one of our national tenants, a tenant with locations at many of our properties, could have a material impact on our minimum rents, tenant and recoveries on Overage Rents. To date, tenant bankruptcies have not materially affected these revenue amounts.

Our ability to continue as a going concern is dependent upon our ability to successfully implement a plan of reorganization for the remaining Debtors, and there can be no assurance that we will be able to do so. We have described such concerns in ("Note 1—Organizations" to the consolidated financial statements contained elsewhere in this prospectus) and our independent registered public accounting firm has included an explanatory paragraph in its report on the audit of our consolidated financial statements as of December 31, 2009 and for the year then ended expressing substantial doubt as to our ability to continue as a going concern.

We have historically operated our business in two reportable segments: Retail and Other and Master Planned Communities. All of the master planned communities and portions of the Rental and Other segment will be transferred to Spinco. The historical information provided below has not been restated to give effect to the distribution of Spinco or other components of the Plan.

Our primary business is owning, managing, leasing and developing retail rental property, primarily shopping centers. The substantial majority of our properties are located in the United States, but we also have certain retail rental property operations and property management activities (through unconsolidated joint ventures) in Brazil.

We provide on-site management and other services to substantially all of our properties, including properties which we own through joint venture arrangements and which are unconsolidated for GAAP purposes. Our management operating philosophies and strategies are generally the same whether the properties are consolidated or unconsolidated. As a result, we believe that financial information and operating statistics with respect to all properties, both consolidated and unconsolidated, provide important insights into our operating results.

We believe that the most significant operating factor affecting incremental cash flow and NOI is increased rents earned from tenants at our properties. These rental revenue increases are primarily achieved by:

The following tables summarize selected operating statistics. Unless noted, all information is as of December 31, 2009.

	Consolidated Properties(b)			Unconsolidated Properties(b)			Company Portfolio(b)(d)

Operating Statistics(a)
Space leased at centers not under redevelopment (as a %)		91.0	%		93.8	%		91.6	%
Trailing 12 month total tenant sales per square feet	$	393		$	447		$	406
% change in total sales		(7.0	)%		(7.9	)%		(7.2	)%
% change in comparable sales		(7.4	)%		(7.8	)%		(7.4	)%
Mall and Freestanding GLA excluding space under redevelopment (in square feet)		50,727,954			4,634,148			65,362,102
Certain Financial Information(c)
Average annualized in place sum of rent and recoverable common area costs per square foot(e)	$	47.09		$	54.98
Average sum of rent and recoverable common area costs per square foot for new/renewal leases (excludes current year acquisitions)(e)	$	32.02		$	43.31
Average sum of rent and recoverable common area costs per square foot for leases expiring in current year (excludes current year acquisitions)(e)	$	35.43		$	47.05

Our Master Planned Communities business will be transferred to Spinco. It consists of the development and sale of residential and commercial land, primarily in large-scale projects in and around Columbia, Maryland; Houston, Texas; and Summerlin, Nevada. Residential sales include standard, custom and high density (i.e., condominium, town homes and apartments) parcels. Standard residential lots are designated for detached and attached single- and multi-family homes, ranging from entry-level to luxury homes. At our Summerlin project, we have further designated certain residential parcels as custom lots as their premium price reflects their larger size and other distinguishing features including gated communities, golf course access and higher elevations. Commercial sales include parcels designated for retail, office, services and other for-profit activities, as well as those parcels designated for use by government, schools and other not-for-profit entities.

Revenues are derived primarily from the sale of finished lots, including infrastructure and amenities, and undeveloped property to both residential and commercial developers. Additional revenues are earned through participations with builders in their sales of finished homes to homebuyers. Revenues and net operating income are affected by such factors as the availability to purchasers of construction and permanent mortgage financing at acceptable interest rates, consumer and business confidences, regional economic conditions in the areas surrounding the projects, levels of homebuilder inventory, other factors affecting the homebuilder business and sales of residential properties generally, availability of saleable land for particular uses and our decisions to sell, develop or retain land. For our more mature commitments such as in Columbia, Maryland, we are also creating new design plans to increase density and additional communities.

The pace of land sales for standard residential lots has declined in recent periods in correlation to the decline in the housing market.

As of December 31, 2009, there have been 84 unit sales at our 215 unit Nouvelle at Natick residential condominium project. As the threshold for profit recognition on such sales has not yet been achieved, the $36.4 million of sales proceeds received to date has been deferred and has been reflected within accounts payable, accrued expenses and other liabilities (See "Note 11—Other Assets and Liabilities" to the consolidated financial statements contained elsewhere in this prospectus). When such thresholds are achieved, the deferred revenue, and the related costs of units sold, will be reflected on the percentage of completion method within our master planned community segment.

Based on the results of our evaluations for impairment (See "Note 2—Summary of Significant Accounting Policies" to the consolidated financial statements contained elsewhere in this prospectus), we recognized aggregate impairment charges related to our Master Planned Communities of $108.7 million in 2009, $40.3 million in 2008 and $127.6 million in 2007.

Our revenues are primarily received from tenants in the form of fixed minimum rents, Overage Rent and recoveries of operating expenses. We have presented the following discussion of our results of operations on a segment basis under the proportionate share method. Under the proportionate share method, our share of the revenues and expenses of the Unconsolidated Properties are combined with the revenues and expenses of the Consolidated Properties. Other revenues are reduced by the NOI attributable to our noncontrolling interests in consolidated joint ventures. See "Note 16—Segments" to the consolidated financial statements contained elsewhere in this prospectus for additional information including reconciliations of our segment basis results to GAAP basis results.

		Three Months Ended June 30,

		Three Months Ended June 30,				$ Increase (Decrease)			% Increase (Decrease)
(in thousands)		2010		2009		$ Increase (Decrease)			% Increase (Decrease)
Property revenues:
Minimum rents		$	581,925	$	595,751	$	(13,826	)		(2.3	)%
Tenant recoveries			253,087		263,413		(10,326	)		(3.9	)
Overage rents			8,398		6,757		1,641			24.3
Other, including non controlling interest			31,413		31,822		(409	)		(1.3	)

	Total property revenues		874,823		897,743		(22,920	)		(2.6	)

Property operating expenses:
Real estate taxes			83,140		81,222		1,918			2.4
Property maintenance costs			30,787		26,265		4,522			17.2
Marketing			7,357		8,181		(824	)		(10.1	)
Other property operating costs			155,710		158,547		(2,837	)		(1.8	)
Provision for doubtful accounts			4,334		10,653		(6,319	)		(59.3	)

Total property operating expenses			281,328		284,868		(3,540	)		(1.2	)

Retail and other net operating income		$	593,495	$	612,875	$	(19,380	)		(3.2	)%

Minimum rents decreased $13.8 million in the three months ended June 30, 2010 primarily due to a $15.4 million decrease in base rents related to our permanent tenants resulting from the decrease in occupancy, conversion of leases from base rent to percent in lieu leases and rent relief granted. In addition, there was a $3.0 million decrease in temporary rental revenues resulting from a decrease in temporary tenant occupancy and sales volume in the three months ended June 30, 2010 and termination income decreased $3.1 million to $8.2 million in the three months ended June 30, 2010 compared to $11.3 million in the three months ended June 30, 2009. These decreases in minimum rents were most significant at Fashion Show, The Shoppes at Palazzo, Saint Louis Galleria and Tysons Galleria. Partially offsetting these decreases in base rents were, among other things, an increase of $5.2 million in percent in lieu rents resulting from the conversion of certain tenants leases from base rent leases.

Overage rents increased for the three months ended June 30, 2010 primarily due to increased sales volume from our temporary specialty leasing tenants across the Company Portfolio.

Property maintenance costs increased $4.5 million in the three months ended June 30, 2010 primarily due to increased spending across the Company Portfolio in 2010 on contract services, lighting, building and parking repairs, plumbing, roofing and HVAC.

Marketing expenses decreased $0.8 million in the three months ended June 30, 2010 across the Company Portfolio as the result of continued company-wide efforts to consolidate marketing functions and reduce advertising spending. The largest savings were the result of reductions in advertising costs, contracted services and payroll.

The provision for doubtful accounts decreased $6.3 million in the three months ended June 30, 2010 primarily due to higher allowances in 2009 related to tenant bankruptcies and weak economic conditions.

For the three months ended June 30, 2010, we sold 67.4 residential acres compared to 298.7 acres for the three months ended June 30, 2009. We sold 10.0 acres of commercial lots for the three months ended June 30, 2010 compared to 15.3 acres for the three months ended June 30, 2009.

As of June 30, 2010, the master planned communities have approximately 14,800 remaining salable acres and Nouvelle at Natick has 87 available condominium units for sale.

	Three Months Ended June 30,

	Three Months Ended June 30,						$ Increase (Decrease)			% Increase (Decrease)
(In thousands)	2010			2009			$ Increase (Decrease)			% Increase (Decrease)
Tenant rents	$	707,493		$	729,181		$	(21,688	)		(3.0	)%
Land and condominium sales		59,965			22,448			37,517			167.1
Property operating expense		235,320			233,291			2,029			0.9
Land and condominium sales operations		59,065			21,850			37,215			170.3
Management fees and other corporate revenues		15,902			18,860			(2,958	)		(15.7	)
Property management and other costs		48,517			42,200			6,317			15.0
General and administrative		5,668			6,591			(923	)		(14.0	)
Strategic initiatives		—			25,713			(25,713	)		(100.0	)
Provisions for impairment		19,923			82,388			(62,465	)		(75.8	)
Depreciation and amortization		175,318			186,472			(11,154	)		(6.0	)
Interest expense		301,726			328,351			(26,625	)		(8.1	)
Provision for income taxes		14,234			15,742			(1,508	)		(9.6	)
Equity in income of Unconsolidated Real Estate Affiliates		16,901			16,339			562			3.4
Reorganization items		(80,111	)		(24,918	)		(55,193	)		221.5
Discontinued operations—loss on dispositions		—			—			—			—

land sales operations were attributable to the same items discussed above in our segment basis results, excluding those items related to our Unconsolidated Properties. Management fees and other corporate revenues, property management and other costs and general and administrative in the aggregate represent our costs of doing business and are generally not direct property-related costs.

Management fees and other corporate revenues decreased $3.0 million in the three months ended June 30, 2010 primarily due to a decrease in development fees, lease fees and other management fees. As a result of the sale of our third-party management business in July 2010 ("Note 1—Organization" to the consolidated financial statements contained elsewhere in this prospectus), the approximate $1.5 million of related fees recognized in the three months ended June 30, 2010 will not be earned in future periods, with a related reduction in property management and other costs also is expected.

Property management and other costs increased $6.3 million in the three months ended June 30, 2010 primarily due to a $5.1 million increase legal, information technologies and professional consulting fees and a $2.1 million increase in compensation expense, partially offset by reductions in other costs.

General and administrative costs decreased $0.9 million in the three months ended June 30, 2010 is primarily due to a decrease in professional fees.

Strategic initiatives for the three months ended June 30, 2009 is primarily due to professional fees for restructuring that were incurred prior to filing for Chapter 11. Similar fees incurred after filing for Chapter 11 are recorded as reorganization items.

Based on the results of our evaluations for impairment ("Note 1—Organization" to the consolidated financial statements contained elsewhere in this prospectus), we recognized impairment charges of $19.9 million for the three months ended June 30, 2010 and $82.4 million for the three months ended June 30, 2009. The impairment charges recognized were as follows:

The decrease in depreciation and amortization for the three months ended June 30, 2010 primarily results from the decrease in the carrying amount of buildings and equipment due to the impairment charges recorded in 2009.

Interest expense for the three months ended June 30, 2010 decreased $26.6 million primarily due to a $36.1 million gain related to the Fair Value option of debt for the Special Consideration Properties ("Note 1—Organization" to the consolidated financial statements contained elsewhere in this prospectus) partially offset by the amortization of the market rate adjustments related to the Fair Value of debt upon the emergence of certain subsidiary Debtors from Chapter 11. In addition, the amount of interest that was capitalized during the three months ended June 30, 2010 decreased compared to the same period of 2009 due to decreased development activity.

The decrease in the provision for income taxes for the three months ended June 30, 2010 was primarily attributable to a significant decrease in valuation allowances compared to the three months ended June 30, 2009, partially offset by an increase in taxable income related to our taxable entities during the same periods.

Reorganization items under the bankruptcy filings are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases. These items include professional fees and similar types of expenses incurred directly related to the bankruptcy filings, gains or losses resulting from activities of the reorganization process, including gains related to recording the mortgage debt at Fair Value upon emergence from bankruptcy and interest earned on cash accumulated by the Debtors. See "Note 1—Organization—Reorganization" to the consolidated financial statements contained elsewhere in this prospectus items for additional detail.

			Six Months Ended June 30,

			Six Months Ended June 30,				$ Increase (Decrease)			% Increase (Decrease)
(In thousands)			2010		2009		$ Increase (Decrease)			% Increase (Decrease)
Property revenues:
	Minimum rents		$	1,174,562	$	1,192,250	$	(17,688	)		(1.5	)%
	Tenant recoveries			506,609		537,251		(30,642	)		(5.7	)
	Overage rents			19,983		17,997		1,986			11.0
	Other, including non controlling interest			58,904		57,247		1,657			2.9

		Total property revenues		1,760,058		1,804,745		(44,687	)		(2.5	)

Property operating expenses:
	Real estate taxes			167,820		165,362		2,458			1.5
	Property maintenance costs			71,913		58,458		13,455			23.0
	Marketing			15,959		17,232		(1,273	)		(7.4	)
	Other property operating costs			312,503		322,668		(10,165	)		(3.2	)
	Provision for doubtful accounts			12,091		22,233		(10,142	)		(45.6	)

		Total property operating expenses		580,286		585,953		(5,667	)		(1.0	)

Retail and other net operating income			$	1,179,772	$	1,218,792	$	(39,020	)		(3.2	)%

Minimum rents decreased $17.7 million in the six months ended June 30, 2010 primarily due to a $18.0 million decrease in base rents related to our permanent tenants resulting from the decrease in occupancy, conversion of leases from base rent to percent in lieu leases, rent relief and rental revenue associated with co-tenancy clauses that have been triggered. In addition, there was a $7.1 million decrease in temporary rental revenues resulting from a decrease in temporary tenant occupancy and sales volume in the six months ended June 30, 2010 and termination income increased $0.5 million from $21.0 million in the six months ended June 30, 2010 compared to $20.5 million in the six months ended June 30, 2009. These decreases in minimum rents were most significant at Fashion Show, The Woodlands properties, The Boulevard Mall, Saint Louis Galleria and Tysons Galleria. Partially

offsetting these decreases in base rents were, among other things, an increase of $7.7 million in percent in lieu rents resulting from the conversion of certain tenants leases from base rent leases.

Certain of our leases include both a base rent component and a component which requires tenants to pay amounts related to all, or substantially all, of their share of real estate taxes and certain property operating expenses, including common area maintenance and insurance. The portion of the tenant rent from these leases attributable to real estate tax and operating expense recoveries are recorded as tenant recoveries. The $30.6 million decrease in tenant recoveries in the six months ended June 30, 2010 is primarily attributable to the decrease in current year occupancy and the conversion of tenants to gross leases. The decrease for the six months ended June 30, 2010 also includes decreases in recoveries related to common area maintenance, real estate taxes and electric utility expenses as a result of tenant settlements for 2008 and 2009 that were delayed due to the Debtors bankruptcy.

Overage rents increased slightly for the six months ended June 30, 2010 primarily due to increased sales volume from our temporary specialty leasing tenants, most notably at our Fashion Show and Park Place Malls.

Property maintenance costs increased $13.5 million in the six months ended June 30, 2010 primarily due to increased spending across the Company Portfolio in 2010 on repairs related to parking, contract services, lighting, building repairs, plumbing, roof and HVAC.

Other property operating costs decreased $10.2 million in the six months ended June 30, 2010 primarily due to decreased miscellaneous property operating expense at the Woodlands properties and a decrease related to a prior period adjustment resulting from our Aliansce joint venture.

The provision for doubtful accounts decreased $10.1 million in the six months ended June 30, 2010 primarily due to higher allowances in 2009 related to tenant bankruptcies and weak economic conditions. Also contributing to the decrease recorded was improved collections of outstanding accounts receivable during the six months ended June 30, 2010.

The increase in land sales and land sales operations in 2010 was primarily the result the recognition of $52.9 million of deferred revenue and $48.3 million of associated costs of sales related to condominium unit sales at the Nouvelle at Natick, where sales through June 30, 2010 have surpassed the threshold of sold units required to recognize revenue under the percentage of completion method. In addition, there was increased residential and commercial sales activity at the Woodlands community in Houston Texas. These increases were partially offset by the bulk sale of remaining single family lots at the Fairwood community in Maryland in 2009. There were no land sales for the six months ended June 30, 2010 in our Fairwood communities in Maryland and in our Summerlin community in Las Vegas, Nevada. There were minimal land sales in our Columbia community in Maryland and our Bridgeland Community in Houston, Texas. In addition, during the six months ended June 30, 2009, we recorded a $52.8 million provision for impairment at our Fairwood community in Maryland and a $55.9 million provision for impairment at Nouvelle at Natick.

For the six months ended June 30, 2010, we sold 138.8 residential acres compared to 322.1 acres for the six months ended June 30, 2009. We sold 24.7 acres of commercial lots for the six months ended June 30, 2010 compared to 34.5 acres for the six months ended June 30, 2009.

As of June 30, 2010, the master planned communities have approximately 14,800 remaining salable acres and Nouvelle at Natick has 87 available condominium units for sale.

	Six Months Ended June 30,

	Six Months Ended June 30,					$ Increase (Decrease)			% Increase (Decrease)
(In thousands)	2010		2009			$ Increase (Decrease)			% Increase (Decrease)
Tenant rents	$	1,424,848	$	1,471,332		$	(46,484	)		(3.2	)%
Land and condominium sales		65,035		31,435			33,600			106.9
Property operating expense		483,738		481,816			1,922			0.4
Land and condominium sales operations		69,232		32,464			36,768			113.3
Management fees and other corporate revenues		33,988		40,719			(6,731	)		(16.5	)
Property management and other costs		83,949		85,609			(1,660	)		(1.9	)
General and administrative		13,306		14,112			(806	)		(5.7	)
Strategic initiatives		—		64,013			(64,013	)		(100.0	)
Provisions for impairment		31,273		413,480			(382,207	)		(92.4	)
Depreciation and amortization		352,621		391,087			(38,466	)		(9.8	)
Interest expense		637,004		656,841			(19,837	)		(3.0	)
Provision for income taxes		17,884		4,228			13,656			323.0
Equity in income of Unconsolidated Real Estate Affiliates		50,652		23,877			26,775			112.1
Reorganization items		9,301		(24,918	)		34,219			(137.3	)

Changes in consolidated tenant rents (which includes minimum rents, tenant recoveries and overage rents), land sales, property operating expenses (which includes real estate taxes, property maintenance costs, marketing, other property operating costs and provision for doubtful accounts) and land sales operations were attributable to the same items discussed above in our segment basis results, excluding those items related to our Unconsolidated Properties. Management fees and other corporate revenues, property management and othercosts and general and administrative in the aggregate represent our costs of doing business and are generally not direct property-related costs.

The decrease in management fees and other corporate revenues for the six months ended June 30, 2010 is primarily due to a $2.7 million decrease in development fee income resulting from a significant decline in development activity for our managed properties. In addition, third party management fee income decreased approximately $2.3 million due to certain contract terminations in 2009.

Strategic initiatives for the six months ended June 30, 2009 is primarily due to professional fees for restructuring that were incurred prior to filing for Chapter 11 protection. Similar fees incurred after filing for Chapter 11 protection are recorded as reorganization items.

Based on the results of our evaluations for impairment ("Note 1—Organization" to the consolidated financial statements contained elsewhere in this prospectus), we recognized impairment charges of $31.2 million for the six months ended June 30, 2010 and $413.5 million for the six months ended June 30, 2009. The impairment charges recognized were as follows:

The decrease in depreciation and amortization for the six months ended June 30, 2010 primarily results from the decrease in the carrying amount of buildings and equipment due to the impairment charges recorded in 2009 as well as write-offs of tenant allowances and assets becoming fully amortized in 2009.

Interest expense for the six months ended June 30, 2010 decreased $19.8 million primarily due to primarily due to a $36.1 million gain related to the Fair Value option of debt for the Special Consideration Properties ("Note 1—Organization" to the consolidated financial statements contained elsewhere in this prospectus) partially offset by the amortization of the market rate adjustments related to the Fair Value of debt upon the emergence of certain subsidiary Debtors from Chapter 11. In addition, the amount of interest that was capitalized during the six months ended June 30, 2010 decreased compared to the same period of 2009 due to decreased development activity.

The increase in the provision for income taxes for the six months ended June 30, 2010 was primarily attributable to an increase in taxable income related to our taxable entities for the six months ended June 30, 2010 and a tax benefit related to provisions for impairments as our master planned communities in 2009, partially offset by a significant decrease in valuation allowances compared to the six months ended June 30, 2009.

The increase in equity in income of Unconsolidated Real Estate Affiliates for the six months ended June 30, 2010 was primarily due to our investments in our international joint ventures. We recorded a $9.4 million gain elated to our investment in Aliansce as a result of the Aliansce IPO ("Note 3—Unconsolidated Real Estate Affiliates" to the consolidated financial statements contained elsewhere in this prospectus). In addition, our investment in our international joint ventures increased $2.6 million resulting from foreign currency translation adjustments.

Reorganization items under the bankruptcy filings are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases. These items include professional fees

and similar types of expenses incurred directly related to the bankruptcy filings, gains or losses resulting from activities of the reorganization process, including gains related to recording the mortgage debt at Fair Value upon emergence from bankruptcy and interest earned on cash accumulated by the Debtors. See Note 1—Reorganization items for additional detail.

(in thousands)		2009		2008		$ Increase (Decrease)

Property revenues:
Minimum rents		$	2,381,043	$	2,468,761	$	(87,718	)	(3.6	)%
Tenant recoveries			1,041,755		1,086,831		(45,076	)	(4.1	)
Overage rents			60,085		82,343		(22,258	)	(27.0	)
Other, including non controlling interest			142,135		174,241		(32,106	)	(18.4	)

	Total property revenues		3,625,018		3,812,176		(187,158	)	(4.9	)

Property operating expenses:
Real estate taxes			328,556		319,251		9,305		2.9
Property maintenance costs			269,899		271,787		(1,888	)	(0.7	)
Marketing			41,588		51,927		(10,339	)	(19.9	)
Other property operating costs			531,991		560,038		(28,047	)	(5.0	)
Provision for doubtful accounts			36,462		21,315		15,147		71.1

Total property operating expenses			1,208,496		1,224,318		(15,822	)	(1.3	)%

The $87.7 million decrease in minimum rents in 2009 compared to 2008 was due to a decline in occupancy during the year that resulted in a decrease of approximately $16 million. Also contributing to the decrease is a reduction of temporary tenant base rent revenue of $35.7 million in 2009 compared to 2008 and a reduction of straight-line rent of $11.5 million in 2009 compared to 2008. In addition, minimum rents decreased due to a $12.7 million decrease in termination income, which was $29.1 million in 2009 compared to $41.8 million in 2008. The remaining decreases are primarily the result of a decrease of $4.9 million due to the sale of three office buildings and two office parks in 2008.

Certain of our leases include both a base rent component and a component which requires tenants to pay amounts related to all, or substantially all, of their share of real estate taxes and certain property operating expenses, including common area maintenance and insurance. The portion of the tenant rent from these leases attributable to real estate tax and operating expense recoveries is recorded as tenant recoveries. The decrease in tenant recoveries is primarily attributable to the decrease in certain property operating expenses. In addition, the decrease was due to an allowance of $15.0 million for tenant audit claims recorded in the fourth quarter of 2009. Also contributing to the decrease is the decline in occupancy and tenants converting to gross leases in 2009.

The decrease in Overage Rent is primarily due to a decrease in comparable tenant sales as a result of the challenging economic environment during 2009 impacting many of our tenants throughout the Company Portfolio, particularly at The Grand Canal Shoppes, Fashion Show and Ala Moana Center.

Other revenues include all other property revenues including vending, parking, gains or losses on dispositions of certain property transactions, sponsorship and advertising revenues, less NOI of non-controlling interests. The decrease in other revenues is primarily attributable to dispositions of land parcels at Kendall Town Center that resulted in a $3.9 million loss on sale of land in 2009 and as

compared to a $4.3 million gain on sale of land in 2008 as well as a $6.4 million gain on sale of a Woodlands office property in 2008. In addition, the decrease in other revenues is also attributable to reduced occupancy and activity in food and beverage revenue at the Woodlands Hotel and Conference Center in 2009. Finally, the decrease was attributable to lower sponsorship, show and display revenue in 2009.

Real estate taxes increased in 2009 across the Company Portfolio, a portion of which is recoverable from tenants. A portion of the increase is attributable to a decrease in the amount of capitalized real estate taxes due to decreased development activity.

Property maintenance costs decreased due to decreases in controllable common area and contracted costs, substantially offset by increases related to property preservation and upkeep in 2009.

Marketing expenses decreased in 2009 across the Company Portfolio as the result of continued company-wide efforts to consolidate marketing functions and reduce advertising spending. The largest savings were the result of reductions in advertising costs, contracted services and payroll.

Other property operating costs decreased primarily due to reductions in property specific payroll costs, professional fees, decreased security expense, lower insurance costs, and lower office expenses due to our 2009 implementation of certain cost savings programs.

The provision for doubtful accounts increased across the Company Portfolio in 2009 primarily due to an increase in tenant bankruptcies and increased aging of tenant receivables resulting from the current economic conditions.

The decrease in land sales, land sales operations and NOI in 2009 was the result of a significant reduction in sales volume and lower margins at our Summerlin, Bridgeland and The Woodlands residential communities. These volume decreases were partially offset by the bulk sale in 2009 of the majority of the remaining single family lots in our Fairwood community in Maryland for considerably lower margins than previous Fairwood sales, for which we recorded a $52.8 million provision for impairment in 2009 and the sale of a residential parcel for use in the development of luxury apartments and town homes in our Columbia, Maryland community.

In 2009, we sold 426.4 residential acres compared to 272.5 acres in 2008. We sold 94.8 acres of commercial lots in 2009, compared to 84.6 acres in 2008. Average prices for lots have declined as compared to 2008. As of December 31, 2009, the master planned communities have approximately 17,300 remaining saleable acres.

Finally, we recorded a provision for impairment of $55.9 million in 2009 and $40.3 million in 2008 related to our Nouvelle at Natick condominium project which reflects the change in management's intent and business strategy with respect to marketing and pricing, reduced potential of future price increases and the likelihood that the period to complete unit sales will extend beyond the original project term.

(in thousands)	2009			2008			$ Increase (Decrease)

Tenant rents	$	2,927,947		$	3,085,972		$	(158,025	)	(5.1	)%
Land sales		45,997			66,557			(20,560	)	(30.9	)
Property operating expense		994,545			1,007,407			(12,862	)	(1.3	)
Land sales operations		50,807			63,441			(12,634	)	(19.9	)
Management fees and other corporate revenues		86,019			112,501			(26,482	)	(23.5	)
Property management and other costs		176,876			184,738			(7,862	)	(4.3	)
General and administrative		28,608			39,245			(10,637	)	(27.1	)
Strategic Initiatives		67,341			18,727			48,614		259.6
Provisions for impairment		1,223,810			116,611			1,107,199		949.5
Litigation (benefit)		—			(57,145	)		57,145		(100.0	)
Depreciation and amortization		755,161			759,930			(4,769	)	(0.6	)
Interest expense		1,311,283			1,325,273			(13,990	)	(1.1	)
(Benefit from) provision for income taxes		(14,610	)		23,461			(38,071	)	(162.3	)
Equity in income of Unconsolidated Real Estate Affiliates		4,635			80,594			(75,959	)	(94.2	)
Reorganization items		146,190			—			146,190		(100.0	)
Discontinued operations—(loss) gain on dispositions		(966	)		55,044			(56,010	)	(101.8	)

Changes in consolidated tenant rents (which includes minimum rents, tenant recoveries and Overage Rent), land sales, property operating expenses (which includes real estate taxes, repairs and maintenance, marketing, other property operating costs and provision for doubtful accounts) and land sales operations were attributable to the same items discussed above in our segment basis results, excluding those items related to our Unconsolidated Properties. Management and other fees revenues, property management and other costs and general and administrative in the aggregate represent our costs of doing business and are generally not direct property-related costs.

The decrease in management and other fees in 2009 is primarily due to a $15.3 million decrease in development fee income resulting from a significant decline in development activity. In addition, lease fee and specialty lease fee income decreased $4.8 million in 2009.

The decrease in property management and other costs in 2009 is primarily due to a decrease in wages and benefits of $38.5 million. In addition, professional fees, personnel, travel, marketing, office and occupancy costs decreased $18.2 million as the result of cost reduction efforts. These decreases were offset by a $42.4 million reduction in capitalized overhead, which resulted in higher net expenses in 2009, and increased bonuses of $3.7 million.

The decrease in general and administrative expense in 2009 is primarily due to the $15.4 million of additional deemed, non-cash executive compensation expense related to certain senior officer loans (see "Note 2—Summary of Significant Accounting Policies" to the consolidated financial statements contained in this prospectus) that was incurred in 2008 as well as reductions in employment levels in 2009. This decrease was partially offset by increased executive compensation of $4.8 million.

The increase in strategic initiatives in 2009 is primarily due to a $43.1 million of professional fees for restructuring and strategic initiatives incurred through the date of our bankruptcy filing, or the

Petition Date. Such costs are classified as reorganization items subsequent to the Petition Date. In addition, we incurred $24.2 million of additional expense related to the write off of various financing costs on proposed transactions which were not completed in 2009.

See "Note 1—Organizations" to the consolidated financial statements contained elsewhere in this prospectus for a detail description of the provisions for impairment that we recognized in 2009 and 2008.

The decrease in interest expense is primarily due to a decrease in the credit facility interest expense compared to 2008 due to a decrease in interest rates. The decrease in interest expense was partially offset by a decrease in the amount of capitalized interest as a result of decreased development spending in 2009.

The benefit from income taxes in 2009 was primarily attributable to tax benefit related to the provisions for impairment of $35.5 million related to our West Kendall development, $52.8 million related to our Fairwood master planned community and $55.9 million related to our Nouvelle at Natick condominium project. The benefit from income taxes was partially offset by an increase in the valuation allowances on our deferred tax assets as a result of the bankruptcy.

The decrease in equity in income of Unconsolidated Real Estate Affiliates is primarily due to a significant decrease in land sales at our Woodlands Partnership joint venture in 2009 compared to 2008. The decrease is also attributable to our share of the impairment provisions recognized in 2009 on certain operating properties and development projects (see "Note 5—Unconsolidated Real Estate Affiliates" to the consolidated financial statements contained elsewhere in this prospectus) and to the currency conversion related to our international joint ventures in Turkey and Brazil as well as to the overall decline in real estate net operating income from the remaining joint venture interests.

Reorganization items are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases. These items include professional fees and similar types of expenses incurred directly related to the bankruptcy filings, loss accruals or gains or losses resulting from activities of the reorganization process and interest earned on cash accumulated by the Debtors. See "Note 2—Summary of Significant Accounting Policies—Reorganization Items" to the consolidated financial statements contained elsewhere in this prospectus for additional detail.

The Homart I acquisition (see "Note 3—Acquisitions and Intangibles" to the consolidated financial statements contained elsewhere in this prospectus for additional detail) in July 2007 impacted the consolidated revenue and expense items in our consolidated financial statements, as the acquisition resulted in the consolidation of the operations of the properties acquired. Historically, Existing GGP's share of such operations was reflected as equity in income of Unconsolidated Real Estate Affiliates. Under the proportionate share method, segment operations also were significantly impacted by the Homart I acquisition, as an additional 50% share of the operations of the properties is included in the Retail and Other segment results after the purchase date of July 2007. Accordingly, discussion of the operational results below for the year ended December 31, 2008 as compared to the year ended December 31, 2007 has been limited to only those elements of operating trends that were not a function of the 2007 Homart I acquisition.

(in thousands)			2008		2007		$ Increase (Decrease)

Property revenues:
	Minimum rents		$	2,468,761	$	2,339,915	$	128,846		5.5	%
	Tenant recoveries			1,086,831		1,033,287		53,544		5.2
	Overage rents			82,343		101,229		(18,886	)	(18.7	)
	Other, including non controlling interest			174,241		198,794		(24,553	)	(12.4	)

		Total property revenues		3,812,176		3,673,225		138,951		3.8

Property operating expenses:
	Real estate taxes			319,251		296,962		22,289		7.5
	Property maintenance costs			271,787		257,095		14,692		5.7
	Marketing			51,927		66,897		(14,970	)	(22.4	)
	Other property operating costs			560,038		568,444		(8,406	)	(1.5	)
	Provision for doubtful accounts			21,315		7,404		13,911		187.9

	Total property operating expenses			1,224,318		1,196,802		27,516		2.3

Retail and other net operating income				2,587,858		2,476,423		111,435		4.5	%

Higher effective rents contributed to the increase in minimum rents in 2008, as a result of significant increases at Ala Moana Center, Otay Ranch Town Center, West Oaks Mall, Tysons Galleria and The Grand Canal Shoppes. Minimum rents also increased as a result of the acquisition of The Shoppes at The Palazzo and the completion of the development at The Shops at Fallen Timbers and the redevelopment at Natick Collection. In addition, termination income increased, which was $41.8 million for 2008 compared to $35.4 million for 2007. Additionally, the increase was partially offset by the reduction in rent due to the sale of three office buildings and two office parks in 2008.

The increase in tenant recoveries in 2008 is primarily attributable to the increased Gross Leasable Area ("GLA") in 2008 as a result of the acquisition of The Shoppes at The Palazzo, the completion of the development at The Shops at Fallen Timbers and the redevelopment at Natick Collection.

The decrease in Overage Rent is primarily due to a decrease in comparable tenant sales as a result of the challenging economic environment that began impacting many of our tenants throughout our portfolio of properties in late 2008, including The Grand Canal Shoppes, South Street Seaport, Oakbrook Mall and Tysons Galleria. These decreases were partially offset by increases resulting from the acquisition of The Shoppes at The Palazzo and the completion of the redevelopment at Natick Collection.

Other revenues include all other property revenues including vending, parking, sponsorship and advertising revenues, less NOI of non controlling interests. The decrease in other revenues is primarily attributable to The Woodlands Partnership which sold various office buildings and other properties during 2007 resulting in lower recorded amounts of other revenues in 2008 compared to 2007.

Real estate taxes increased in 2008 partially due to increases resulting from the acquisition of The Shoppes at The Palazzo and the completion of the redevelopment at Natick Collection.

Property maintenance costs increased in 2008 primarily due to increased hurricane related repair expenses (a portion of which were recoverable under the terms of our insurance policies) at various properties as well as higher costs for contracted cleaning services, resulting from higher costs of benefits. The acquisition of The Shoppes at The Palazzo, and the completion of the development of

The Shops at Fallen Timbers and the completion of the redevelopment at Natick Collection also contributed to the increase.

Marketing expenses decreased in 2008 across the Company Portfolio as a result of continued company-wide efforts to consolidate marketing functions and reduce advertising spending. This decrease was partially offset by increased marketing expenditures at The Shoppes at The Palazzo.

The increase in provision for doubtful accounts is primarily due to a reduction of the provision in 2007 related to the collection of a portion of the hurricane insurance settlement for Oakwood Center in 2007.

The decrease in land sales and land sales operations and NOI in 2008 was the result of a significant reduction in sales volume and lower achieved margins at our Summerlin, Maryland, Bridgeland and The Woodlands residential communities. In 2008, we sold 272.5 residential acres compared to 409.1 acres in 2007. We sold 84.6 acres of commercial lots in 2008 compared to 163.2 acres in 2007. As of December 31, 2008, the master planned communities had 18,040 remaining saleable acres.

The provisions for impairment recorded at Nouvelle at Natick in 2008 and 2007 reflects the continued weak demand and the likely extension of the period required to complete all unit sales at this residential condominium project. Sales of condominium units commenced in the fourth quarter 2008.

(in thousands)	2008			2007			$ Increase (Decrease)

Tenant rents	$	3,085,972		$	2,882,491		$	203,481		7.1	%
Land sales		66,557			145,649			(79,092	)	(54.3	)
Property operating expenses		1,007,407			941,405			66,002		7.0
Land sales operations		63,441			116,708			(53,267		(45.6	)
Management fees and other corporate revenues		112,501			113,720			(1,219	)	(1.1	)
Property management and other costs		184,738			198,610			(13,872	)	(7.0	)
General and administrative		39,245			37,005			2,240		6.1
Strategic initiatives		18,727			—			18,727		100.0
Provisions for impairment		116,611			130,533			(13,922	)	(10.7	)
Litigation (benefit) provision		(57,145	)		89,225			(146,370	)	(164.0	)
Depreciation and amortization		759,930			670,454			89,476		13.3
Interest expense		1,325,273			1,191,466			133,807		11.2
Provision for (benefit from) income taxes		23,461			(294,160	)		317,621		(108.0	)
Equity in income of Unconsolidated Real Estate Affiliates		80,594			158,401			(77,807	)	(49.1	)
Discontinued operations—gain on dispositions		55,044			—			55,044		100.0

Management and other fees, property management and other costs and general and administrative in the aggregate represent our costs of doing business and are generally not direct property-related costs. The decrease in management and other fees in 2008 was primarily due to lower development fees as projects were completed, leasing commissions resulting from market conditions and the 2007 cessation of management fees on the 19 GGP/Homart I Properties due to the acquisition of our partner's interest in these properties in July 2007.

The decrease in property management and other costs in 2008 was primarily due to lower overall management costs, including bonus expense, stock compensation expense and travel expense primarily related to a reduction in personnel and other cost reduction efforts.

The increase in general and administrative in 2008 was primarily due to the $15.4 million of additional deemed, non-cash executive compensation expense related to certain senior officer loans (see "Note 2—Summary of Significant Accounting Policies" to the consolidated financial statements contained in this prospectus). These increases in general and administrative were partially offset by the decrease in our allocated share of legal fees related to the Homart II—Glendale Matter settlement (see below and "Note 2—Summary of Significant Accounting Policies" to the consolidated financial statements contained in this prospectus).

Strategic initiatives of $18.7 million include professional fees for restructuring and advisory services.

In addition to the provisions for impairment recognized in our Master Planned Communities segment described above, based on the results of our evaluations for impairment (see "Note 2—Summary of Significant Accounting Policies" to the consolidated financial statements contained in this prospectus), we recognized impairment charges of $7.8 million in the third quarter of 2008 related to our Century Plaza (Birmingham, Alabama) operating property and $4.0 million in the fourth quarter of 2008 related to our Southshore Mall (Aberdeen, Washington) operating property. We also recognized impairment charges of $31.7 million throughout 2008 related to the write down of various pre-development costs that were determined to be non-recoverable due to the related projects being terminated which is the result of the current depressed retail real estate market and our liquidity situation. We recognized similar impairment charges for pre-development projects in the amount of $2.9 million in 2007. In addition, in the fourth quarter 2008, we recognized an impairment charge related to allocated goodwill of $32.8 million.

The decrease in litigation provision is due to the settlement and mutual release agreement with Caruso Affiliated Holdings LLC in December 2008 ("Note 1—Organizations" to the consolidated financial statements contained elsewhere in this prospectus) that released the defendants from all past, present and future claims related to the Homart II—Glendale Matter in exchange for a settlement payment of $48.0 million, which was paid from the appellate bond cash collateral amounts in January 2009. GGP has not been reimbursed for any portion of this payment by its 50% joint venture partner in GGP/Homart II, and we reimbursed $5.5 million of costs to such joint venture partner in connection with the settlement. Accordingly, in December 2008, we adjusted our liability for the full judgment amount of $89.4 million to $48 million and reversed legal fees incurred by GGP/Homart II of $14.2 million that were previously recorded at 100% by GGP and post-judgment related interest expense of $7.0 million. The net impact of these items related to the settlement is a credit of $57.1 million reflected in litigation provision in our consolidated financial statements.

The increase in depreciation and amortization is primarily due to a cumulative adjustment to the useful lives of certain assets in 2007.

The increase in interest expense is primarily due to higher debt balances at of December 31, 2008 compared to December 31, 2007, that were primarily the result of the new multi property financing and/or re-financings in 2008 as well as increased rates at Fashion Show, The Shoppes at the Palazzo and Tucson in the fourth quarter of 2008. The financing activity in the fourth quarter of 2008 resulted in significant increases in interest rates and loan fees. In addition, the financing of the secured portfolio facility also increased interest expense in 2008. Lastly, the increase in interest expense was also due to a decrease in the amount of capitalized interest as a result of decreased development spending in 2008 compared to 2007. See Liquidity and Capital Resources for information regarding 2008 financing activity for additional information regarding the potential impact of future interest rate increases.

The increase in provision for (benefit from) income taxes in 2008 was primarily attributable to tax benefits received in 2007 related to an internal restructuring of certain of our operating properties that were previously owned by a taxable REIT subsidiary ("TRS") and the tax benefit related to the provision for impairment at our master planned communities in 2007.

The decrease in equity in income of Unconsolidated Real Estate Affiliates is primarily due to a significant decrease in our share of income related to GGP/Homart II in 2008. In addition, as a result of the settlement of the Glendale matter in 2008, we reflect our 50% share of legal costs ($7.1 million) as a reduction of 2008 income in unconsolidated real estate affiliates that had previously been recorded at 100% as general and administrative in our consolidated financial statements. In addition, our share of income related to The Woodlands joint ventures decreased due to the gain on sale of the Marriott Hotel in 2007. Lastly, a change in estimate of the useful life for certain intangible assets resulted in lower depreciation expense across the Rouse joint ventures in 2007.

The discontinued operations, net of minority interest—gains on dispositions represents the gains from the sale of three office buildings and two office parks, as discussed above, in 2008.

New GGP's primary uses of cash will include payment of operating expenses, working capital, debt repayment, including principal and interest, reinvestment in its properties, redevelopment of its properties, tenant allowances and dividends. New GGP's primary sources of cash will include operating cash flow, including distributions of our share of cash flow produced by our Unconsolidated Real Estate Affiliates, and borrowings under our revolving credit facility.

On Existing GGP's emergence from bankruptcy and excluding the Special Consideration Properties, New GGP's aggregate principal amount of debt is expected to be $20.2 billion, consisting of approximately $17.6 billion of consolidated debt and approximately $2.5 billion of its share of debt of our Unconsolidated Real Estate Affiliates. New GGP's consolidated debt is expected to consist of:

Pursuant to the Plan, holders of the GGPLP exchangeable notes will have the option to either elect to receive the payment of par plus accrued and unpaid interest in satisfaction of such GGPLP

exchangeable notes or to have such GGPLP exchangeable notes reinstated. In the event that holders of the GGPLP exchangeable notes elect reinstatement rather than cash payment, up to $526.0 million of GGPLP exchangeable notes may remain outstanding, which reflects the amount of GGPLP exchangeable notes not held by the Plan Sponsors.

Approximately $19.1 million, $65.2 million and $968.3 million of New GGP's consolidated debt will mature in 2010 (excluding the Special Consideration Properties), 2011 and 2012, respectively. Almost all of New GGP's other consolidated debt matures between 2014 and 2019 with a balanced distribution of maturity dates.

With respect to our share of the debt of our Unconsolidated Real Estate Affiliates (excluding Aliansce, our joint venture in Brazil where we own a common stock investment and have no shared obligation for joint venture indebtedness), $225.2 million matures in 2010, $893.5 billion matures in 2011 and $753.1 million matures in 2012. We currently believe we will be able to refinance or restructure the debt that matures in 2010; however, there can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

Principal amortization on New GGP's consolidated secured loans is estimated to be $211.9 million in the fourth quarter 2010 and approximately $312.7 million during 2011. Our share of the principal amortization on the secured mortgage debt of the Unconsolidated Real Estate Affiliates is estimated to be approximately $8.9 million in the fourth quarter of 2010 and approximately $31.8 million during 2011. New GGP currently believes we will have sufficient cash provided by operations to make these amortization payments.

New GGP's multi-year plan for operating capital expenditures projects estimated expenditures of $96.3 million and $113.8 million in 2010 and 2011, respectively. In addition, Existing GGP is currently redeveloping certain properties, including Saint Louis Galleria and Christiana Mall, and expect to spend $59.5 million and $15.0 million in 2010 and 2011, respectively, on these and other redevelopment projects.

New GGP expects to have at least $350 million of unrestricted cash and $300.0 million available under its revolving credit facility upon Existing GGP's emergence from bankruptcy. As a result, New GGP believes it will have adequate sources of funds to operate our business and strategically reinvest and redevelop our properties.

New GGP intends to reduce its outstanding debt through a combination of selling non-core assets and certain joint venture interests, entering into joint ventures with respect to certain of its existing properties, refinancings, equity issuances (including convertible indebtedness) and debt paydowns pursuant to our restructured amortization schedule. With respect to asset sales, New GGP intends to seek opportunities to dispose of assets that are not core to our business in order to optimize our portfolio and reduce leverage, including the opportunistic sale of our strip shopping centers, stand-alone office buildings and certain regional malls. In addition, New GGP expects to restructure some of our less profitable, more highly levered properties, consisting of our special consideration properties, which accounted for approximately $756 million of our consolidated debt as of December 31, 2009.

New GGP anticipates that all of its debt will be repaid, extended or refinanced on a timely basis, except for the debts of the Special Consideration Properties and the debts of two of the properties owned by its Unconsolidated Real Estate Affiliates, Silver City and Montclair. However, there can be no assurance that New GGP will able to reduce its debt or that New GGP can obtain financing on satisfactory terms or at all.

Net cash provided by operating activities was $365.4 million for the six months ended June 30, 2010 and $497.9 million for the six months ended June 30, 2009.

Cash used for Land/residential development and acquisitions expenditures was $32.4 million for the six months ended June 30, 2010, an increase from $29.8 million for the six months ended June 30, 2009.

Net cash provided by (used in) certain assets and liabilities, including accounts and notes receivable, prepaid expense and other assets, deferred expenses, and accounts payable and accrued expenses and deferred tax liabilities totaled $184.2 million in 2010 and $149.7 million in 2009. Accounts payable and accrued expenses and deferred tax liabilities increased $117.9 million primarily as a result of an increase in accrued interest for unsecured debt. Although liabilities not subject to compromise and certain liabilities subject to compromise have been approved for payment by the Bankruptcy Court, a significant portion of our liabilities subject to compromise are subject to settlement under the Plan and have not been paid to date. (For a description of liabilities subject to compromise, see "Note 2—Summary of Significant Accounting Policies—Pre-petition Date Claims and Classification of Liabilities Subject to Compromise" to the consolidated financial statements contained elsewhere in this prospectus) In addition, accounts and notes receivable decreased $41.1 million from December 31, 2009 to June 30, 2010, whereas, such accounts increased $11.5 million from December 31, 2008 to June 30, 2009. Also included during the six months ended June 30, 2010 are the impact of reorganization items of $64.5 million, net.

Net cash used in investing activities was $107.4 million for the six months ended June 30, 2010 and $148.1 million for the six months ended June 30, 2009.

Cash used for acquisition/development of real estate and property additions/improvements was $113.2 million for the six months ended June 30, 2010, a decline from $127.6 million for the six months ended June 30, 2009 primarily due to the completion, suspension or termination of a number of development projects.

Net investing cash provided by (used in) our Unconsolidated Real Estate Affiliates was $12.8 million in 2010 and $(35.5) million in 2009. This increase is primarily due to the $7.5 million of proceeds from the sale of our investment in Costa Rica ("Note 3—Unconsolidated Real Estate Affiliates" to the consolidated financial statements contained elsewhere in this prospectus) in the first quarter of 2010, as well as, loans to Unconsolidated Real Estate Affiliates during the first six months of 2009.

Net cash (used in) provided by financing activities was $(364.1) million for the six months ended June 30, 2010 and $104.1 million for the six months ended June 30, 2009.

Principal payments on mortgages, notes and loan payables were $222.5 million for the six months ended June 30, 2010 and $295.4 million for the six months ended June 30, 2009. In addition, we paid $134.0 million of finance costs related to the Debtors that emerged from bankruptcy during the six months ended June 30, 2010.

In the fourth quarter of 2009, we declared a dividend of $0.19 per share of common stock (to satisfy REIT distribution requirements for 2009) payable in a combination of cash and common stock, and issued approximately 4.9 million shares of common stock. On January 28, 2010, we paid approximately $6.0 million in cash. No dividends were paid during the six months ended June 30, 2009. There were no distributions to holders of common units during the six months ended June 30, 2010 while $0.6 million was paid during the six months ended June 30, 2009.

Net cash provided by operating activities was $871.3 million for the year ended December 31, 2009 and $556.4 million for the year ended December 31, 2008.

Cash used for land/residential development and acquisitions expenditures was $78.2 million for the year ended December 31, 2009 a decrease from $166.1 million for the year ended December 31, 2008 as we have slowed the pace of residential land development in 2009 in light of sales pace declines.

As a result of the settlement of the Glendale Matter (see "Note 1—Organizations" to the consolidated financial statements contained elsewhere in this prospectus), $67.1 million that was previously paid as cash collateral for the appellate bond was refunded to Existing GGP resulting in an increase in net cash provided by operating activities of $134.1 million.

Net cash used in investing activities was $334.6 million for the year ended December 31, 2009 and $1.21 billion for the year ended December 31, 2008.

Cash used for acquisition/development of real estate and property additions/improvements was $252.8 million for the year ended December 31, 2009 a decline from $1.19 billion for the year ended December 31, 2008 primarily due to the completion, suspension or termination of a number of development projects in late 2008 and early 2009.

Net investing cash used in our Unconsolidated Real Estate Affiliates was $89.7 million in 2009 and $102.3 million in 2008.

Net cash (used in) provided by financing activities was $(51.3) million for the year ended December 31, 2009 and $722.0 million for the year ended December 31, 2008

New financings exceeded principal payments by $20.4 million for the year ended December 31, 2009 and $418.7 million for the year ended December 31, 2008.

Distributions to common stockholders, holders of Common Units and holders of perpetual and convertible preferred units totaled $1.3 million for the year ended December 31, 2009 and $476.6 million for the year ended December 31, 2008

The following table aggregates our subsequent contractual cash obligations and commitments as of December 31, 2009 on a historical basis:

The following table aggregates our estimated subsequent contractual cash obligations and commitments as of the Effective Date:

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties (reference is made to Item 3 above, which description is incorporated into this response).

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. Contractual rental expense, including participation rent, was $19.0 million in 2009, $19.3 million in 2008 and $19.5 million in 2007, while the same rent expense excluding amortization of above and below-market ground leases and straight-line rents, as presented in our consolidated financial statements, was $12.7 million in 2009, $12.4 million in 2008 and $12.0 million in 2007.

In order to remain qualified as a real estate investment trust for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of our ordinary taxable income to stockholders. To avoid current entity level U.S. federal income taxes, we plan to distribute 100% of our capital gains and ordinary income to our stockholders annually. We may not have sufficient liquidity to meet these distribution requirements. In determining distributions, the Board of Directors considers operating cash flow. For the next several years, we currently intend to pay a portion of any required dividend in stock.

Although we have a year-long temporary leasing program, occupancies for short-term tenants and, therefore, rental income recognized, are higher during the second half of the year. In addition, the majority of our tenants have December or January lease years for purposes of calculating annual Overage Rent amounts. Accordingly, Overage Rent thresholds are most commonly achieved in the fourth quarter. As a result, revenue production is generally highest in the fourth quarter of each year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and

liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to: Fair Value (as defined below) of assets for measuring impairment of operating properties, development properties, joint ventures and goodwill; valuation of debt of emerged entities, useful lives of assets; capitalization of development and leasing costs; provision for income taxes; recoverable amounts of receivables and deferred taxes; initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions; and cost ratios and completion percentages used for land sales. Actual results could differ from those estimates.

Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. Our critical accounting policies are those applicable to the following:

The accompanying consolidated financial statements and the combined condensed financial statements of the Debtors presented below have been prepared in accordance with the generally accepted accounting principles related to financial reporting by entities whose cases are pending under the Bankruptcy Code. Such consolidated financial statements are also prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. Such accounting guidance also provides that if a debtor, or group of debtors, has significant combined assets and liabilities of entities which are not operating under bankruptcy protection, the debtors and non-debtors should continue to be combined. However, separate disclosure of financial statement information solely relating to the debtor entities should be presented. Additionally, due to the various effective dates in December 2009 of the plans of reorganization for the 113 Debtors that had emerged from bankruptcy as of December 31, 2009 (the "Track 1A Debtors"), a convenience date of December 31, 2009 was elected for the accounting for the emergence from bankruptcy of the Track 1A Debtors.

Liabilities not subject to compromise include: (1) liabilities held by non-Debtor and Track 1A Debtor entities; (2) liabilities incurred after the Petition Date; (3) pre-petition liabilities of the Debtors holding $1.7 billion of secured mortgage debt that have emerged from backruptcy in 2010 or that expect to emerge from backruptcy in 2010 (the "Track 1B Debtors") and the Debtors that filed the Plan and Disclosure Statement with the bankruptcy court on July 13, 2010 (the "2010 Track Debtors") expect to pay in full; and (4) liabilities related to pre-petition contracts that have not been rejected pursuant to section 365 of the Bankruptcy Code. Unsecured liabilities not subject to compromise at December 31, 2009 with respect to the first stage Debtors are reflected at the current estimate of the probable amounts to be paid even though the amounts of such unsecured liabilities ultimately to be allowed by the Bankruptcy Court (and therefore paid at 100% pursuant to the plans of reorganization for the Track 1A Debtors and Track 1B Debtors) have not yet been determined. With respect to secured liabilities, GAAP bankruptcy guidance provides that Track 1A Debtor mortgage loans should be recorded at their estimated Fair Value.

statements of operations of the Debtors presented above. These items include professional fees and similar types of expenses and gains directly related to the Chapter 11 Cases, resulting from activities of the reorganization process, and interest earned on cash accumulated by the Debtors as a result of the Chapter 11 Cases.

Impairment—Operating properties, land held for development and sale and developments in progress

We review our consolidated and unconsolidated real estate assets, including operating properties, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment indicators for our retail and other segment are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant occupancy percentage changes and strategic determinations as reflected in certain bankruptcy plans of reorganization, either prospective, or filed and confirmed.

Impairment indicators for our Master Planned Communities segment are assessed separately for each community and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs or cancellation rates, and projected losses on expected future sales.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development, and developments in progress are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted operating cash flow. A real estate asset is considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated Fair Value is expensed to operations. In addition, the impairment is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

We review our investment in the Unconsolidated Real Estate Affiliates for a series of operating losses of an investee or other factors (including those discussed above) that may indicate that a decrease in value of our investment in the Unconsolidated Real Estate Affiliates has occurred which is other-than-temporary. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other than temporary. Accordingly, in addition to the property-specific impairment analysis that we perform on the investment properties owned by such joint ventures (as part of our investment properties and developments in progress impairment process described above), we also consider the ownership and distribution preferences and limitations and rights to sell and repurchase of our ownership interests. If we determine that the decline in value of our investment is other than temporary, it is written down to its estimated Fair Value.

We review our goodwill for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Since each individual rental property or each operating property is an operating segment and considered a reporting unit, we perform this test by

first comparing the estimated Fair Value of each property with our book value of the property, including, if applicable, its allocated portion of aggregate goodwill. We assess Fair Value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions. If the book value of a property, including its goodwill, exceeds its estimated Fair Value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. In this second step, if the implied Fair Value of goodwill is less than the book value of goodwill, then an impairment charge would be recorded.

We make periodic assessments of the collectibility of receivables (including those resulting from the difference between rental revenue recognized and rents currently due from tenants) and the recoverability of deferred taxes based on a specific review of the risk of loss on specific accounts or amounts. The receivable analysis places particular emphasis on past-due accounts and considers the nature and age of the receivables, the payment history and financial condition of the payee, the basis for any disputes or negotiations with the payee and other information which may impact collectibility. For straight-line rents receivable, the analysis considers the probability of collection of the unbilled deferred rent receivable given our experience regarding such amounts. For deferred tax assets, an assessment of the recoverability of the tax asset considers the current expiration periods of the prior net operating loss carryforwards or other asset and the estimated future taxable income of our taxable REIT subsidiaries. The resulting estimates of any allowance or reserve related to the recovery of these items is subject to revision as these factors change and is sensitive to the effects of economic and market conditions on such payees and our taxable REIT subsidiaries.

We capitalize the costs of development and leasing activities of our properties. These costs are incurred both at the property location and at the regional and corporate office levels. The amount of capitalization depends, in part, on the identification and justifiable allocation of certain activities to specific projects and leases. Differences in methodologies of cost identification and documentation, as well as differing assumptions as to the time incurred on projects, can yield significant differences in the amounts capitalized and, as a result, the amount of depreciation recognized.

Minimum rent revenues are recognized on a straight-lined basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates and accretion related to above and below-market tenant leases on acquired properties. Straight-line rents receivable represents the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases. Overage Rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds. Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other shopping center operating expenses and are generally recognized as revenues in the period the related costs are incurred.

Revenues from land sales are recognized using the full accrual method provided that various criteria relating to the terms of the transactions and our subsequent involvement with the land sold are met. Revenues relating to transactions that do not meet the established criteria are deferred and recognized when the criteria are met or using the installment or cost recovery methods, as appropriate in the circumstances. For land sale transactions in which we are required to perform additional services

and incur significant costs after title has passed, revenues and cost of sales are recognized on a percentage of completion basis.

Cost ratios for land sales are determined as a specified percentage of land sales revenues recognized for each master planned community project. The cost ratios used are based on actual costs incurred and estimates of development costs and sales revenues for completion of each project. The ratios are reviewed regularly and revised for changes in sales and cost estimates or development plans. Significant changes in these estimates or development plans, whether due to changes in market conditions or other factors, could result in changes to the cost ratio used for a specific project. The specific identification method is used to determine cost of sales for certain parcels of land, including acquired parcels we do not intend to develop or for which development is complete at the date of acquisition.

As described in "Note 9—Recently Issued Accounting Pronouncements" to the consolidated financial statements contained elsewhere in this prospectus, new accounting pronouncements have been issued which impact or could impact the prior, current, or subsequent years.

Substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation. Such provisions include clauses enabling us to receive Overage Rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases expire each year which may enable us to replace or renew such expiring leases with new leases at higher rents. Finally, many of the existing leases require the tenants to pay amounts related to all, or substantially all, of their share of certain operating expenses, including common area maintenance, real estate taxes and insurance, thereby partially reducing our exposure to increases in costs and operating expenses resulting from inflation. In general, these amounts either vary annually based on actual expenditures or are set on an initial share of costs with provisions for annual increases. Only if inflation exceeds the rate set in the leases for annual increases (typically 4% to 5%) would increases in expenses due to inflation be a risk.

Inflation also poses a risk to us due to the probability of future increases in interest rates. Such increases would adversely impact us due to our outstanding variable-rate debt. In certain cases, we have previously limited our exposure to interest rate fluctuations related to a portion of our variable-rate debt by the use of interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow us to replace variable-rate debt with fixed-rate debt in order to achieve our desired ratio of variable-rate to fixed rate date. However, in an increasing interest rate environment the fixed rates we can obtain with such replacement fixed-rate cap and swap agreements or the fixed-rate on new debt will also continue to increase.

We are subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new fixed-rate debt upon maturity of existing debt and for acquisitions. As of December 31, 2009, Existing GGP had consolidated debt of $24.46 billion, including $5.28 billion of variable-rate debt. Although the majority of the remaining variable-rate debt is subject to interest rate cap agreements, such interest rate caps generally limit interest rate exposure only if LIBOR exceeds a rate per annum significantly higher (generally above 8% per annum) than current LIBOR rates (0.23% at December 31, 2009). A 25 basis point movement in the interest rate on the

$5.28 billion of variable-rate debt would result in a $13.2 million annualized increase or decrease in consolidated interest expense and operating cash flows.

In addition, we are subject to interest rate exposure as a result of variable-rate debt collateralized by the Unconsolidated Properties for which similar interest rate swap agreements have not been obtained. Existing GGP's share (based on its respective equity ownership interests in the Unconsolidated Real Estate Affiliates) of such remaining variable-rate debt was $390.1 million at December 31, 2009. A similar 25 basis point annualized movement in the interest rate on the variable-rate debt of the Unconsolidated Real Estate Affiliates would result in an approximately $1.0 million annualized increase or decrease in Existing GGP equity in the income and operating cash flows from Unconsolidated Real Estate Affiliates.

We are further subject to interest rate risk with respect to Existing GGP's fixed-rate financing in that changes in interest rates will impact the Fair Value (as defined below) of Existing GGP's fixed-rate financing. "Fair Value" refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Existing GGP has not entered into any transactions using derivative commodity instruments.

Economic conditions in 2009 were challenging, with negative GDP growth, rising unemployment, continued problems in the housing market and declining consumer confidence. Our core regional mall business is impacted by these factors, with the main drivers being GDP growth, employment levels, consumer confidence and retail sales. Despite the challenging conditions of 2009, improvements in growth and employment in the first half of 2010 point towards an emerging economic recovery. GDP is calculated as the total market value of all final goods and services produced in the United States in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports. Based on economic projections from the Congressional Budget Office, or CBO, and the U.S. Census Bureau, the U.S. economy is expected to reach its cyclical low point in 2010 with growth expected thereafter.

Retail sales performance has historically been highly correlated to a number of factors including real GDP growth, employment, household wealth, personal savings and consumption, consumer access to credit and consumer confidence. During the current recession, consumer spending fell significantly, resulting in downward pressure on retail sales. Consumers slowed their spending due to lower household wealth, reduced access to consumer credit, rising unemployment and lower consumer confidence. These factors drove the decline in financial and operational performance of regional mall REITs. However, these trends have begun to moderate and retail sales have posted quarter-over-quarter increases starting in the fourth quarter of 2009.

Real GDP Growth. Since December 2007, real GDP growth has declined, culminating in a 2.4% decrease in 2009, well above the historical average decline of 0.7% for recessions in the U.S. since 1950. However, GDP growth returned positive in the third quarter of 2009. In August 2010 the CBO indicated that it expects a recovery, with real GDP growth of 3.0%, 2.1% and 3.4% in calendar years 2010, 2011 and 2012, respectively.

Source: Congressional Budget Office—The Budget and Economic Outlook: An Update, August 2010

Employment. According to the Bureau of Labor Statistics, the U.S. unemployment rate rose to 10.1% in October 2009, the highest level since June 1983. Since then, unemployment has declined to the current rate of 9.5%, as of July 2010. Although July data showed a decline of 131,000 nonfarm payroll jobs, 143,000 temporary government workers hired for the 2010 Census completed their work. Private sector payrolls edged up in July by 71,000, with job growth across most industry sectors. Furthermore, recent data in the manufacturing sector suggests improving industrial conditions. The Institute for Supply Management, or ISM, reported that its manufacturing index, a leading indicator of trends in the overall economy, registered 56.3% in August 2010, marking the thirteenth consecutive monthly reading above 50%. According to ISM, a reading above 50% indicates that the manufacturing

economy is generally expanding. Improvements in the manufacturing sector should lead to further increases in employment. The chart below shows the actual and forecasted U.S. unemployment rates for calendar years 2000 through 2015, as reported by the CBO.

Source: Congressional Budget Office—The Budget and Economic Outlook: An Update, August 2010

Household Wealth. From 2007 to the first quarter 2009, consumers experienced a substantial negative wealth effect as household net worth declined by approximately $16.1 trillion, or 25.0%, according to the Federal Reserve Board. Household wealth growth has returned, however, with net worth increasing approximately $6.3 trillion, or 13.0%, from the first quarter 2009 to the first quarter 2010.

As indicated by the S&P/Case-Shiller Home Index, single-family home values fell 31.8% from the peak in May 2006 to the low in May 2009, while the S&P 500 Index fell 56.8% from an all-time high of 1,565 at closing in October 2007 to 677 in March 2009. Since reaching cyclical low points, the S&P/Case-Shiller Home Index posted gains in eight consecutive months from June 2009 to January 2010 before slightly decreasing in February and March and returning to positive growth since April 2010. The S&P 500 has increased 58.4% from the low of March 2009 to mid-August 2010.

Personal Savings and Consumption. In response to weak economic fundamentals and the credit crisis, U.S. consumer spending declined. The U.S. personal savings rate reached a 17-year high in May 2009 of 8.2%, up from 1.7% in August 2007, and it has since fluctuated between approximately 5.1% and 6.7%. Personal savings as a percentage of disposable personal income was 6.4% in June 2010, compared with 6.3% in May 2010. U.S. consumer spending recently began to increase. In June personal consumption was virtually flat, declining less than 0.1% from May's $24.4 billion (or 0.2%) increase. The rate of savings directly affects the amount of disposable income set aside for consumption and spending in the broader retail market.

Consumer Credit. Consumer balance sheets are strengthening, but continue to be overleveraged. According to the Federal Reserve Board, the total consumer credit outstanding peaked at $2.56 trillion in 2008 and has since fallen by more than 5.5% to $2.42 trillion. The Financial Obligation Ratio which (1) combines mortgage and consumer debt payments, automobile payments, rental payments, homeowners insurance and property taxes, and (2) divides that sum by disposable personal income,

reached a high of 18.91 in the first quarter of 2008 and has gradually improved to 17.36 in the first quarter of 2010.

Consumer Confidence. The University of Michigan Consumer Sentiment Index, or ICS, which was at 90.4 in July 2007, reached a low of 55.3 in November 2008. It has since rebounded to 68.9 as of August 2010. Although the August reading is below the post-crisis high of 76 in June, the index remains substantially above the level of the recession lows of early 2009. The ICS is broken into two components: the Consumer Expectations Index and the Current Economic Conditions Index. We believe positive changes in the ICS may follow increased job growth. As the private sector continues to add jobs in 2010, we believe consumer expectations will follow suit and resume the positive trend they have been on since reaching the cyclical lows of early 2009. The chart below shows the Index of Consumer Sentiment from 2000 through August 2010, which has featured a long-term average of 85.2 since 2000.

Historically, the mall industry has had limited new supply, given the difficulty in constructing a site and attracting the right anchor stores. The current challenging economic conditions have resulted in suspensions and cancellations of many new mall projects, reducing an already small pipeline. Traditional anchor stores have not demonstrated much willingness to expand during the past few years, and the sizable projected gap between replacement costs and market rents serve as a further deterrent to increased mall supply. We believe there has been limited supply of mall space in the last five years. We believe the lack of new development should help better-positioned malls improve their occupancy levels in coming years.

Despite recent slowing of certain macroeconomic indicators, the overall direction of the economy since the second half of 2009 suggests that the outlook for consumer spending and the retail sector continues to improve. Although GDP growth was negative for 2009 overall (due to the steep declines during the first and second quarters), growth has been positive since the third quarter of 2009, with a 1.6% annualized rate for the second quarter of 2010 according to the Bureau of Economic Analysis. With real GDP forecasted to grow at a pace of 3.0% in 2010, 2.1% in 2011 and 3.4% in 2012, we believe retail sales performance will improve. In fact, U.S. retail sales are already on the rebound, having grown 6.9% in the first seven months of 2010 compared to the first seven months of 2009. We believe the economic recovery should promote improvement in the future of the regional mall business.

While the retail sector was particularly hard-hit during the most recent economic downturn, we believe the potential economic recovery should help increase retail sales and improve retailer performance, which in turn should drive improved results for regional malls. Although the rebound from this recession is expected to be slower than in periods following previous recessions (especially if unemployment remains at an elevated rate), we believe positive sales growth in 2010 and 2011 should nonetheless help drive retailer expansions and new lease signings, which should help reduce retail vacancies and contribute to growth. The potential limited supply of regional mall space and the lack of new development over the past few years should also help owners and malls that are in well-positioned locations to improve their occupancy levels in coming years and support the potential increased rental growth.

Our company began as a single property in Cedar Rapids, Iowa and has expanded significantly, both through organic growth and strategic acquisitions, to include some of the highest quality retail assets in the United States. Many of our properties are located in the fastest growing regions of the country as measured by household income and population growth, respectively. As a result of our history in building a national real estate platform and portfolio, our management team has extensive experience in managing, operating, leasing and redeveloping our portfolio of properties.

Our portfolio includes more than 68.9 million square feet of regional mall retail space and approximately 21,000 leases nationwide. We also own stand-alone office properties, strip shopping centers and hybrid mixed-use properties. A summary of our asset portfolio is presented in "—Properties."

Our regional malls are located in major and middle markets throughout the United States. For the year ended December 31, 2009, the geographic concentration of our regional malls as a percentage of our total regional mall NOI presented above was as follows: the east coast (33%), the west coast and Hawaii (33%), the north central United States (21%), and Texas and surrounding states (13%). We believe that the concentration of our regional malls in the coastal regions of the United States results in our operations being focused on regions that generally feature favorable demographic and economic trends. At the same time, we believe that the geographic diversity of our regional mall portfolio mitigates the impact on our operating results of regional economic conditions and local factors. Many of our properties are located in major metropolitan centers that are generally distinguished by household incomes and income growth above the national average and population and household formation growth rates above the U.S. mean. Approximately 54% of our Mall and Other Rental NOI for the year ended December 31, 2009 was generated by malls located in the 50 largest metropolitan statistical areas, or MSAs, in the United States. We believe that the location of our properties in these favorable demographic regions positions us well for potential future growth.

Tier I Malls. We believe that these regional malls are the premier malls in their market areas. These high quality malls typically have average annual tenant sales per square foot of $450 or higher and several are iconic in nature. Examples include Ala Moana in Honolulu, Tysons Galleria in Washington D.C. and Oakbrook Center in Chicago, as well as well-known festival marketplace assets such as Faneuil Hall in Boston. We believe the strong shopping and entertainment component in these malls caters to their respective market areas, which are often destination draws for tourists, and also appeal to the local populations. Our Tier I Malls are well-known by consumers in the local market and we believe are in highly desirable locations for tenants. On the whole, our Tier I Malls have generated consistent NOI over the three-year period ended December 31, 2009 despite the challenging economic environment. For example, Tysons Galleria is anchored by Neiman Marcus, Saks Fifth Avenue and Macy's. In 2009, the center was producing nearly $700 per square foot. Tysons Galleria is comprised of a significant number of luxury tenants including Chanel, Bottega Veneta, Salvatore Ferragamo and Versace. The center is located in the greater Washington, D.C. market, which has a population of 5.3 million residents and, while it faces heavy competition for the broader mall shopper, we believe that Tyson's Galleria is the premier destination for luxury retail consumers. On average, five retailers occupy 10% or more of the rentable square footage in Tier I Malls.

Tier II Malls. We believe that these regional malls are either the only malls in their market areas, or as part of a cluster of malls, may receive relatively high consumer traffic in their market areas. These malls typically have average annual tenant sales per square foot of $300 to $450. Deerbrook Mall, one of five high quality malls that we own in the Houston area, is an example of a mall in this category. Deerbrook Mall is located in a favorable trade area featuring high population density and convenient access to Interstate 59 and includes retailers such as Coldwater Creek, Ann Taylor Loft and Chicos. Another example is Maine Mall in Portland, Maine. The Maine Mall is anchored by Macy's, JCPenney and Sears with its in-line tenant offering comprised of moderately priced mainstream

retailers. The Maine Mall is the only regional mall in Portland, ME. On average, six retailers occupy 10% or more of the rentable square footage in Tier II Malls.

On the whole, our Tier I Malls and Tier II Malls have generated consistent Mall and Other Rental NOI over the three-year period ended December 31, 2009 despite a challenging economic environment.

Other Malls. These malls represent the remainder of our regional mall properties and include three general subcategories. On average, seven retailers occupy 10% or more of the rentable square footage in these malls.

Special Consideration Properties. Absent additional concessions from the applicable lenders, we expect that this group of 13 regional malls will be given back to the applicable lenders or alternatively, we may work with lenders to market such properties for sale because we believe that the value of these regional malls as compared to the outstanding amount of indebtedness for these properties does not justify retaining them.

In addition to regional malls, we own 34 strip shopping centers totaling 5.5 million square feet in 12 states, as well as 30 stand-alone office buildings totaling 2.7 million square feet, concentrated in Columbia, Maryland and Las Vegas, Nevada. Many of our strip shopping centers are anchored by national grocery chains and drug stores such as Albertsons, Safeway, Rite Aid and Long's Drugs. Other tenants include leading retailers such as Target, Best Buy and Lowe's. The majority of the strip shopping centers are located in the growth markets of the Western regions of the country (generating approximately 70% of total 2009 strip shopping center NOI). In 2009, the strip shopping centers had an overall occupancy of 87% and generated $45.4 million of NOI. On average, two retailers occupy 10% or more of the rentable square footage in our other rental properties.

We currently desire to opportunistically sell our strip shopping centers and stand-alone office buildings, however, no such sales are currently probable. Our stand-alone office buildings are primarily a legacy of The Rouse Company acquisition in 2004. The properties are located in two main areas: Summerlin, Nevada, near Las Vegas, and Columbia Maryland, near Baltimore and Washington D.C. Both locations are office hubs in their respective MSAs. In 2009, the office buildings had an overall

occupancy of 80% and generated $27.6 million of NOI. The Summerlin, Nevada assets had an overall occupancy of 84% and contributed 60% of overall office buildings NOI. The Columbia, Maryland assets had an overall occupancy of 67% and contributed 31% of overall office buildings NOI. Until then, we will continue to implement a proactive leasing strategy focused on creditworthy national branded retailers in order to maximize value at the time of divestiture.

We also currently hold non-controlling ownership interests in a public Brazilian real estate operating company, Aliansce Shopping Centers, and a large regional mall in Rio de Janeiro called Shopping Leblon.

Substantially all of our business is conducted through GGPLP. We generally make all key strategic decisions for our Consolidated Properties. However, in connection with the Unconsolidated Properties, such strategic decisions are made with the respective stockholders, members or joint venture partners. We are also the asset manager for most of the Company Portfolio, executing the strategic decisions and overseeing the day-to-day property management functions, including operations, leasing, construction management, maintenance, accounting, marketing and promotional services. With respect to jointly owned properties, we generally conduct the management activities through General Growth Management, Inc. ("GGMI"), one of our taxable REIT subsidiaries ("TRS") which manages, leases, and performs various services for the majority of the properties owned by our Unconsolidated Real Estate Affiliates, and also performs marketing and strategic partnership services at 20 of the operating retail properties owned by our Unconsolidated Real Estate Affiliates. All of the 13 operating retail properties owned either through our Brazilian joint venture are unconsolidated and are managed by our joint venture partners.

We believe that we distinguish ourselves through the following competitive strengths:

High Quality Properties. More than half of our properties are Tier I Malls and Tier II Malls. Our Tier I Malls and Tier II Malls provide shopping venues that generated approximately 77% of our Mall and Other Rental NOI for the year ended December 31, 2009, and had average annual tenant sales per square foot of approximately $468 for the same period. These malls are located in core markets defined by large population density, strong population growth and household formation, and high-income consumers. Approximately one of every three U.S. households with an income of greater than $100,000 a year is located within 10 miles of one of our malls. We frequently are able to offer "first-to-market" stores (the first location of a store in a particular region or city) in these core markets that enhance the reputation of our regional malls as premier shopping destinations. For example, in 2010, the first Diane von Furstenberg and Tory Burch stores are expected to open in our Ala Moana Center in Honolulu, Hawaii.

Second Largest Regional Mall Owner in the United States. Based on the number of malls in our portfolio, we are the second largest owner of regional malls in the United States, located in major and middle markets nationwide. Our malls receive an average of approximately 1.9 billion consumer visits each year, and we are the #1 or #2 largest landlord to 40 of what we believe are many of America's premier retailers by number of locations. For the year ended December 31, 2009, our malls generated $2.2 billion, or 95.3% of our Mall and Other Rental NOI. We believe there has been a limited supply of new mall space in the last five years. We believe that the lack of new development should help us improve occupancy levels in coming years. We believe the size and strength of our portfolio is attractive to tenants.

Strategic Relationships and Scale with Tenants and Vendors. We believe that the size, quality and geographical breadth of our regional mall portfolio provide competitive advantages to our tenants and vendors, which strengthens our relationship with them. We believe that our national tenants benefit

from the high traffic at our malls as well as the efficiency of being able to negotiate leases at multiple locations with just one landlord. Also, we will continue to utilize processes such as our high volume leasing department's annual portfolio review process with retailers, which provides some visibility into our tenants' growth plans, including future leasing opportunities. We also maintain national contracts with certain vendors and suppliers for goods and services, such as security and maintenance, at generally more favorable terms than individual contracts.

Restructured, Flexible Balance Sheet. We believe that upon our emergence from bankruptcy, we will have a flexible balance sheet with substantially reduced consolidated near-term debt maturities. As of the Effective Date, we expect 6.0% (excluding the Special Consideration Properties) of consolidated debt to be due prior to 2013. In addition, as of the Effective Date, we expect our share of the debt of our unconsolidated joint ventures due prior to 2013 to be approximately $1.8 billion. As of June 30, 2010, we had approximately $23.7 billion aggregate principal amount of our consolidated debt (excluding the Special Consideration Properties) and as of the Effective Date, we expect to have $17.6 billion aggregate principal amount of consolidated debt (excluding the Special Consideration Properties) and approximately $2.5 billion aggregate principal amount of our share of unconsolidated debt. We believe that most of our joint venture partners are generally well-capitalized and can support their portion of the indebtedness. In addition, we have renegotiated more flexible terms on our property-level debt, allowing us, for example, to prepay certain mortgage debt without incurring any prepayment penalties. Following our emergence from bankruptcy a portion of our property-level debt will be non-recourse to us as well. Significantly, as a condition to the consummation of the transactions contemplated by the Investment Agreements described in "Plan of Reorganization," we must have unrestricted cash of at least $350.0 million upon consummation of the Plan, unless this condition is amended or waived by the Plan Sponsors.

Experienced Long-Tenured Operational Leadership Team. Although we have recently made some changes in our executive management team, we have maintained a strong retention rate among our operational leadership teams, which have developed knowledge of local, regional and national real estate markets, enabling them to more effectively manage properties across our portfolio. More than 70% of the members of our operational leadership have been with us for at least five years, and more than 40% of the members of our operational leadership have been with us for more than 10 years. We have maintained low levels of voluntary attrition across all key operational disciplines despite the uncertainty created by the predecessor entity's bankruptcy filing and an overall reduction in work force.

Further Delever our Balance Sheet, Build Liquidity and Optimize our Portfolio. We have already achieved significant progress on several key financial objectives during the bankruptcy process. Upon consummation of the Plan, we expect that we will have reduced our overall leverage and extended our secured debt maturity schedule so that only 6.0% (excluding the Special Consideration Properties) of our consolidated debt will mature prior to 2013, and developed a liquidity and operating plan intended

to protect our leading position in the regional mall sector. We are committed to further improving our balance sheet and under current conditions, intend to reduce our debt to a target ratio of net debt (i.e., debt less cash and cash equivalents) to Adjusted EBITDA of 7.0 to 1.0, subject to our business and liquidity needs remaining consistent. As of December 31, 2009, our ratio of net debt to Adjusted EBITDA was 10.8 to 1.0. We desire to reduce our outstanding debt through a combination of opportunistically selling non-core assets and certain joint venture interests, entering into joint ventures in certain of our existing properties, refinancings, equity issuances (including convertible indebtedness) and debt paydowns pursuant to our restructured amortization schedule.

In addition, we believe that we can eliminate a substantial amount of indebtedness and further improve our credit profile by either restructuring or deeding back to lenders in lieu of renegotiating the respective debt our Special Consideration Properties, which represent some of our less profitable, more highly levered properties and accounted for $756.1 million of our indebtedness as of December 31, 2009, and two other regional mall properties, which accounted for $198.0 million of our indebtedness as of December 31, 2009, after consummation of the Plan.

Optimize Tenant Mix and Enhance Consumer Experience. We believe in a "virtuous cycle" of mall management, as illustrated below. This cycle is based on our belief that better malls lead to the best tenant mix for each market, which leads to a better shopping experience for the consumer, thereby increasing consumer traffic and consumer loyalty.

Maximize Operational Efficiency. As part of our reorganization, we began re-engineering our operations, streamlining management and decision-making, and prioritizing capital investments by creating strategic plans for each property, and we intend to continue these efforts following our emergence from bankruptcy. We believe that corporate overhead and operational issues are closely intertwined, and this belief has guided our operating philosophy to invest in items that maximize the consumer experience, while streamlining our costs in areas that we do not believe will negatively impact the consumer or mall experience. To date, we have achieved several other key restructurings of our operations, including the following:

We have also been proactive in maintaining optimal staffing levels, as our current headcount is more than a quarter below its pre-bankruptcy peak. Over the coming months, we intend to introduce many other innovations to improve our efficiency and effectiveness, such as restructuring and simplifying our financial accounting systems. By redirecting and restructuring the allocation of our resources and capital investment towards those properties that offer the best risk-adjusted returns and reducing our total overhead expenses and operating infrastructure in a manner that does not negatively impact the consumer experience, we believe that we can improve our profitability.

We believe that implementing our business strategies described above, as well as an overall recovery in the U.S. economy, will provide opportunities to improve our operating results, including NOI:

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Our business is to own and invest in real estate assets. Existing GGP is a REIT, and New GGP has agreed to elect to be treated as a REIT in connection with the filing of its tax return for the year in which Existing GGP emerges from bankruptcy, subject to New GGP's ability to meet the requirements of a REIT at the time of election. REIT limitations restrict us from making an investment that would cause our real estate assets to be less than 75% of our total assets. In addition, at least 75% of our gross income must be derived directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. At least 95% of our income must be derived from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

Subject to REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.

We must comply with the covenants contained in our financing agreements. We expect to enter into a new revolving credit facility providing for revolving loans in the amount of $300.0 million, which will require us to satisfy certain affirmative and negative covenants and to meet financial ratios and tests, which may include ratios and tests based on leverage, interest coverage and net worth.

If our Board of Directors determines to seek additional capital, we may raise such capital through additional equity offerings, debt financing, creating joint ventures with existing ownership interests in properties, retention of cash flows or a combination of these methods. Our ability to retain cash flows is limited by the requirement for REITs to pay tax on or distribute 100% of their capital gains income and distribute at least 90% of their taxable income and our desire to avoid entity level U.S. federal income tax by distributing 100% of our capital gains and ordinary taxable income. For 2010 and 2011, New GGP expects to make 90% of this distribution in New GGP common stock and 10% in cash. Thereafter, New GGP expects to make a maximum of 80% of this distribution in New GGP common stock and a minimum of 20% of this distribution in cash. Although there can be no assurance we will not change such election. We must also take into account taxes that would be imposed on undistributed taxable income. If our Board of Directors determines to raise additional equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. Our Board of Directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. Such securities may be senior to the outstanding classes of common stock. Such securities also may include additional classes of preferred stock, which may be convertible into common stock. Existing stockholders have no preemptive right to purchase shares in any subsequent offering of our securities. Under the Investment Agreements, the Plan Sponsors will be provided with preemptive rights to purchase New GGP common stock as necessary to allow it to maintain its proportional ownership interest in New GGP on a fully diluted basis. Any such offering could dilute a stockholder's investment in us and may make it more difficult to raise equity capital.

We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on such properties. Typically, we invest in or form special purpose entities to assist us in obtaining permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and generally requires us to provide a mortgage interest on the property in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we create special purpose entities to own the properties. These special purpose entities are structured so that they would not be consolidated with us in the event we would ever become subject to a bankruptcy proceeding or liquidation. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.

We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. We have adopted governance principles governing our affairs and the Board of Directors, as well as written charters for each of the standing committees of the Board of Directors. In addition, we have a Code of Business Conduct and Ethics, which applies to all of our officers, directors, and employees. At least a majority of the members of our Board of Directors must qualify as independent under the listing standards for NYSE companies. Any transaction between us and any director, officer or 5% stockholder must be approved pursuant to our Related Party Transaction Policy.

We intend to make investments which are consistent with our qualification as a REIT, unless the Board of Directors determines that it is no longer in our best interests to so qualify as a REIT. The Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer shares of our capital stock or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our shares or any other securities. We may issue shares of our common stock, or cash at our option, to holders of units of limited partnership interest in the Operating Partnership in future periods upon exercise of such holders' rights under the Operating Partnership agreement. Our policy prohibits us from making any loans to our directors or executive officers for any purpose. We may make loans to the joint ventures in which we participate.

We intend to borrow money as part of our business, and we also may issue senior securities, purchase and sell investments, offer securities in exchange for property and repurchase or reacquire shares or other securities in the future. To the extent we engage in these activities, we will comply with applicable law. In addition, Existing GGP has a $200 million per fiscal year common stock repurchase program which was approved by its board of directors. The program gives Existing GGP the ability to acquire some or all of the shares of common stock to be issued upon the exercise of its threshold vesting stock options or the Contingent Stock Agreement. During 2008 and in 2009 prior to the bankruptcy filing, no shares were repurchased and, during the pendency of the Chapter 11 Cases, no stock repurchases are expected. New GGP currently does not intend to have a common stock repurchase program.

Existing GGP has, and New GGP will, make reports to its security holders in accordance with the NYSE rules and containing such information, including financial statements certified by independent public accountants, as required by the NYSE.

We do not have policies in place with respect to making loans to other persons or investing in the securities of other issuers for the purpose of exercising control, and we do not intend to engage in these activities.

The nature and extent of the competition we face varies from property to property and among each type of property. For our retail properties, our direct competitors include other publicly-traded retail mall development and operating companies, retail real estate companies, commercial property developers and other owners of retail real estate that engage in similar businesses.

Within our portfolio of retail properties, we compete for retail tenants. We believe the principal factors that retailers consider in making their leasing decision include:

Based on these criteria, we believe that the size and scope of our property portfolio, as well as the overall quality and attractiveness of our individual properties, enable us to compete effectively for retail tenants in our local markets. Because our revenue potential is linked to the success of our retailers, we

indirectly share exposure to the same competitive factors that our retail tenants experience in their respective markets when trying to attract individual shoppers. These dynamics include general competition from other regional shopping centers, outlet malls and other discount shopping centers, as well as competition with discount shopping clubs, catalog companies, internet sales and telemarketing. We believe that we have a competitive advantage with respect to our operational retail property management, which have developed knowledge of local, regional and national real estate markets, enabling us to evaluate existing retail properties for their increased profit potential through expansion, remodeling, re-merchandising and more efficient management of the property.

With respect to specific alternative retail property types, we compete with other retail channels, including discount department stores, lifestyle centers and the internet, in addition to other regional malls. We believe, however, that the lifestyle concept is facing substantial challenges and presents opportunities for us to grow our business for several reasons. For example, lifestyle centers do not have anchor stores and depend on a core group of in-line stores and restaurants to drive business. Once these centers lose key tenants, it becomes easier to attract other in-line retailers, especially when co-tenancy becomes an issue. We have had success luring lifestyle center tenants back to the malls, given the lack of traffic at some of these centers.

Retailers are looking to expand in the highest traffic centers, and we believe malls with the optimal mix of retailers, dining and entertainment options typically have high traffic. Power centers have also presented competition and we have embraced traditional power center tenants in our malls where it is feasible. For example, in recent years we have added Target stores to two malls and Kohl's stores to two malls.

With respect to our office and other properties, we experience competition in the development and management of our properties similar to that of our retail properties. Prospective tenants generally consider quality and appearance, amenities, location relative to other commercial activity and price in determining the attractiveness of our properties. Based on the quality and location of our properties, which are generally in urban markets or are concentrated in the commercial centers of master planned communities, we believe that our properties are viewed favorably among prospective tenants.

Under various Federal, state and local laws and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on such real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the owner's ability to sell such real estate or to borrow using such real estate as collateral. In connection with our ownership and operation of our properties, we, or the relevant joint venture through which the property is owned, may be potentially liable for such costs.

Substantially all of our properties have been subject to Phase I environmental assessments, which are intended to evaluate the environmental condition of the surveyed and surrounding properties. Phase I environmental assessments typically include a historical review, a public records review, a site visit and interviews, but do not include soil sampling or subsurface investigations. To date, the assessments have not revealed any known environmental liability that we believe would have a material adverse effect on our overall business, financial condition or results of operations. Nevertheless, it is possible that these assessments do not reveal all environmental liabilities or that conditions have changed since the assessments were prepared (typically at the time the property was purchased or developed). Moreover, no assurances can be given that future laws, ordinances or regulations will not impose any material environmental liability on us, or that the current environmental condition of our

properties will not be adversely affected by tenants and occupants of the properties, by the condition of properties in the vicinity of our properties (such as the presence on such properties of underground storage tanks) or by third parties unrelated to us.

Future development opportunities may require additional capital and other expenditures in order to comply with federal, state and local statutes and regulations relating to the protection of the environment. However, we may not have sufficient liquidity to comply with such statutes and regulations and may be required to halt or defer such development projects. We cannot predict with any certainty the magnitude of any such expenditures or the long-range effect, if any, on our operations. Compliance with such laws has not had a material adverse effect on our operating results or competitive position in the past but could have such an effect in the future.

We have comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to our portfolio of retail properties. Our management believes that such insurance provides adequate coverage.

Qualification as a Real Estate Investment Trust and Taxability of Distributions

Existing GGP currently qualifies, and New GGP has agreed to elect to be qualified as a REIT pursuant to the requirements contained in Sections 856-858 of the Code. If, as we contemplate, such qualification continues and we distribute at least 100% of our capital gains and ordinary taxable income annually in a combination of cash and stock, Existing GGP and, following New GGP's qualification as a REIT, New GGP, will not be subject to Federal income tax on its real estate investment trust taxable income. During 2009, Existing GGP met its distribution requirements to its common stockholders as provided for in Section 857 of the Code.

The following is a list of our material properties in the United States by property category as of June 30, 2010, and excludes the properties that we currently expect to transfer to Spinco:

							GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest			Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	1.	Ala Moana Center(2)	Honolulu, HI		100	%		2,072,288		925,680	Barnes & Noble, Macy's, Neiman Marcus, Old Navy, Sears, Shirokiya, Nordstrom		—
	2.	Alderwood	Lynnwood (Seattle), WA		50.5			1,267,580		497,029	JCPenney, Loews Cineplex, Macy's, Nordstrom, Sears		—
	3.	Arrowhead Towne Center	Glendale, AZ		33.33			1,197,342		342,805	AMC Theatres, Dicks Sporting Goods, Dillards, Forever 21, JCPenney, Macy's		—
	4.	Baybrook Mall	Friendswood (Houston), TX		100			1,242,887		342,278	Dillard's, Forever 21, JCPenney, Macy's, Sears		—
	5.	Bayside Marketplace(2)	Miami, FL		100			219,115		219,115	Hard Rock Café		—
	6.	Beachwood Place	Beachwood, OH		100			913,443		333,863	Dillard's, Nordstrom, Saks Fifth Avenue		—
	7.	Bridgewater Commons	Bridgewater, NJ		35			983,959		448,070	—		—
	8.	Christiana Mall	Newark, DE		50			1,127,810		389,603	Barnes & Noble, JCPenney, Macy's, Target, Nordstroms		—
	9.	Faneuil Hall Marketplace(2)	Boston, MA		100			195,863		195,863	McCormick & Schmicks, Ned Devines & Parris, Urban Outfitters, Plaza III		—
	10.	Fashion Place(2)	Murray, UT		100			1,037,250		333,677	Dillard's, Nordstrom, Sears, Macy's		1
	11.	Fashion Show	Las Vegas, NV		100			1,877,665		524,957	Bloomingdale's Home, Dillard's, Forever 21, Macy's, Neiman Marcus, Nordstrom, Saks Fifth Avenue		1
	12.	Glendale Galleria(2)	Glendale, CA		50			1,319,775		514,775	JCPenney, Macy's, Nordstrom, Target		1

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	13.	Harborplace(2)	Baltimore, MD		100		145,406		145,406	Phillips Harborplace, Urban Outfitters		—
	14.	Jordan Creek Town Center	West Des Moines, IA		100		1,289,885		748,186	Century Theatres, Dillard's, Scheels, Younkers, Barnes & Noble		—
	15.	Kenwood Towne Centre(2)	Cincinnati, OH		50		1,148,168		506,847	Dillard's, Macy's, Nordstrom		—
	16.	Mall of Louisiana	Baton Rouge, LA		100		1,551,057		743,575	Borders Books & Music, Dillard's, JCPenney, Macy's, Pottery Barn, Sears, Rave Motion Pictures, Dicks Sporting Goods, DSW Shoe Warehouse		—
	17.	Mayfair	Wauwatosa (Milwaukee), WI		100		1,116,130		496,746	AMC Theatres, Barnes & Noble, Boston Store, Macy's, Crate & Barrel		—
	18.	Mizner Park(2)	Boca Raton, FL		50		247,071		136,249	Mizner Park Cinema, Zed 451, Robb & Stucky		1
	19.	Natick Collection	Natick (Boston), MA		50		1,667,723		686,925	Crate & Barrel, JCPenney, Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom, American Girl Place		—
	20.	North Star Mall	San Antonio, TX		100		1,242,570		428,402	Dillard's, Macy's, Saks Fifth Avenue, Forever 21, JCPenney		—
	21.	Northbrook Court	Northbrook (Chicago), IL		50.5		1,004,120		388,201	AMC Theatres, Lord & Taylor, Macy's, Neiman Marcus		—
	22.	Northridge Fashion Center	Northridge (Los Angeles), CA		100		1,479,211		558,399	JCPenney, Macy's, Pacific Theatres, Sears		1
	23.	Oakbrook Center	Oak Brook (Chicago), IL		47.46		2,104,735		821,723	Barnes & Noble, Bloomingdale's Home, Crate & Barrel, Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears		—

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	24.	Oxmoor Center(2)	Louisville, KY		100		917,381		270,171	Dick's Sporting Goods, Macy's, Sears, Von Maur		—
	25.	Park Meadows	Lone Tree, CO		35		1,571,354		637,384	Arhaus Furniture, Crate & Barrel, Dick's Sporting Goods, Dillard's, JCPenney, Macy's, Nordstrom		—
	26.	Park Place	Tucson, AZ		100		1,055,763		401,026	Century Theatres, Dillard's, Macy's, Sears		—
	27.	Pembroke Lakes Mall	Pembroke Pines (Fort Lauderdale), FL		100		1,133,998		352,723	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears		—
	28.	Perimeter Mall	Atlanta, GA		50		1,568,563		515,289	Bloomingdale's, Dillard's, Macy's, Nordstrom		—
	29.	Pioneer Place(2)	Portland, OR		100		362,883		249,883	Regal Cinemas, Saks Fifth Avenue		—
	30.	Providence Place(2)	Providence, RI		100		1,265,191		506,086	Bed Bath & Beyond, Dave & Buster's, JCPenney, Macy's, Nordstrom, Old Navy, Providence Place Cinemas 16		—
	31.	Saint Louis Galleria	St. Louis, MO		100		1,033,343		457,291	Dillard's, Macy's		1
	32.	Staten Island Mall	Staten Island, NY		100		1,275,222		604,133	Macy's, Sears, JCPenney, Babies R Us		—
	33.	Stonestown Galleria	San Francisco, CA		100		851,815		423,522	Macy's, Nordstrom		—
	34.	The Grand Canal Shoppes	Las Vegas, NV		100		497,151		462,737	Sephora, Grand Lux Café, Aquaknox, Delmonico, Madame' Tussaud Las Vegas Tao, Banana Republic, Postrio-Las Vegas		—
	35.	The Mall in Columbia	Columbia, MD		100		1,420,780		620,612	JCPenney, Lord & Taylor, Macy's, Nordstrom, Sears		—

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	36.	The Shoppes at The Palazzo	Las Vegas, NV		100		335,157		250,414	Barneys New York, CUT, Victoria's Secret, Sushi Samba, Table 10		—
	37.	The Shops at La Cantera(3)	San Antonio, TX		100		1,177,070		510,254	Dillard's, Macy's, Neiman Marcus, Nordstrom		—
	38.	The Woodlands Mall	Woodlands (Houston), TX		100		1,355,530		470,830	Dillard's, JCPenney, Macy's, Macy's Children Store, Sears, Forever 21		—
	39.	Towson Town Center	Towson, MD		35		996,424		542,354	Crate & Barrel, Macy's, Nordstrom		—
	40.	Tysons Galleria	Mclean (Washington, D.C.), VA		100		815,424		303,491	Macy's, Neiman Marcus, Saks Fifth Avenue		—
	41.	Valley Plaza Mall	Bakersfield, CA		100		1,032,247		425,760	Forever 21, JCPenney, Macy's, Sears		—
	42.	Village of Merrick Park(2)	Coral Gables, FL		40		722,692		392,692	Neiman Marcus, Nordstrom, Borders		—
	43.	Water Tower Place	Chicago, IL		51.65		674,478		290,294	American Girl Place, Forever 21, Macy's		—
	44.	Westlake Center	Seattle, WA		100		96,553		96,553	—		—
	45.	Whaler's Village	Lahaina, HI		50		110,836		110,836	Hulla Grill		—
	46.	Willowbrook	Wayne, NJ		100		1,510,435		482,435	Bloomingdale's, Lord & Taylor, Macy's, Sears		—
	47.	Willowbrook Mall	Houston, TX		50		1,384,857		400,485	Dillard's, JCPenney, Macy's, Sears		—

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	1.	Altamonte Mall	Altamonte Springs (Orlando), FL		50		1,153,188		474,640	AMC Theatres, Dillard's, JCPenney, Macy's, Sears		—
	2.	Apache Mall(2)	Rochester, MN		100		752,795		269,803	Herberger's, JCPenney, Macy's, Sears		—
	3.	Arizona Center(2)	Phoenix, AZ		100		165,452		72,698	AMC Theatres		—
	4.	Augusta Mall(2)	Augusta, GA		100		1,063,162		402,939	Dillard's, JCPenney, Macy's, Sears, Dick's Sporting Goods		—
	5.	Bellis Fair	Bellingham (Seattle), WA		100		773,895		335,571	JCPenney, Kohl's, Macy's, Macy's Home Store, Sears, Target		—
	6.	Carolina Place	Pineville (Charlotte), NC		50.5		1,158,555		353,639	Barnes & Noble, Belk, Dillard's, JCPenney, Macy's, Sears, REI		—
	7.	Clackamas Town Center	Happy Valley, OR		50		1,352,932		475,387	Barnes & Noble, Century Theatres, JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears		1
	8.	Coastland Center	Naples, FL		100		922,206		331,816	Dillard's, JCPenney, Macy's, Sears, Old Navy		—
	9.	Columbia Mall	Columbia, MO		100		735,814		314,754	Dillard's, JCPenney, Sears, Target		—
	10.	Columbiana Centre	Columbia, SC		100		824,990		266,013	Belk, Dillard's, JCPenney, Sears		—
	11.	Coral Ridge Mall	Coralville (Iowa City), IA		100		1,076,206		421,041	Dillard's, JCPenney, Scheels, Sears, Target, Younkers, Best Buy, Coral Ridge 10		—
	12.	Crossroads Center	St. Cloud, MN		100		891,208		285,528	JCPenney, Macy's, Scheels, Sears, Target		—
	13.	Cumberland Mall	Atlanta, GA		100		1,046,050		398,066	Costco, Macy's, Sears, DSW Shoe Warehouse, Forever 21		—

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	14.	Deerbrook Mall	Humble (Houston), TX		100		1,191,974		393,996	AMC Theatres, Dillard's, JCPenney, Macy's, Sears		—
	15.	First Colony Mall	Sugar Land, TX		50		1,114,554		495,506	Barnes & Noble, Dillard's, Dillard's Men's & Home, JCPenney, Macy's		—
	16.	Florence Mall	Florence (Cincinnati, OH), KY		50		958,219		405,812	JCPenney, Macy's, Macy's Home Store, Sears, Cinema DeLux		—
	17.	Four Seasons Town Centre	Greensboro, NC		100		1,116,343		474,327	Belk, Dillard's, JCPenney		—
	18.	Fox River Mall	Appleton, WI		100		1,206,847		518,210	Cost Plus World Market, David's Bridal, DSW Shoe Warehouse, JCPenney, Macy's, Scheels, Sears, Target		—
	19.	Galleria at Tyler(2)	Riverside, CA		50		1,178,922		557,214	AMC Theatres, JCPenney, Macy's, Nordstrom, Yard House		1
	20.	Glenbrook Square	Fort Wayne, IN		100		1,225,231		448,361	JCPenney, Macy's, Sears		1
	21.	Governor's Square(2)	Tallahassee, FL		100		1,021,788		330,183	Dillard's, JCPenney, Macy's, Sears		—
	22.	Greenwood Mall	Bowling Green, KY		100		842,462		413,409	Dillard's, JCPenney, Macy's, Sears		—
	23.	Hulen Mall	Ft. Worth, TX		100		949,042		352,472	Dillard's, Macy's, Sears		—
	24.	Lakeside Mall	Sterling Heights, MI		100		1,518,117		497,399	JCPenney, Lord & Taylor, Macy's, Macy's Mens & Home, Sears		—
	25.	Lynnhaven Mall	Virginia Beach, VA		100		1,284,972		449,525	AMC Theatres, Dick's Sporting Goods, Dillard's, Furniture Mart, JCPenney, Macy's		1
	26.	Mall St. Matthews(2)	Louisville, KY		100		1,085,894		350,189	Dillard's, Dillard's Men's & Home, Forever 21, JCPenney		1

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	27.	Market Place Shopping Center	Champaign, IL		100		1,044,899		509,153	Bergner's, JCPenney, Macy's, Sears		—
	28.	Meadows Mall	Las Vegas, NV		100		945,026		308,173	Dillard's, JCPenney, Macy's, Sears		—
	29.	Mondawmin Mall	Baltimore, MD		100		364,437		297,737	Shoppers Food Warehouse, Target, Rite Aid Pharmacy		—
	30.	Newgate Mall	Ogden (Salt Lake City), UT		100		724,873		252,739	Cinemark Tinseltown 14, Dillard's, Macerich(4), Sears, Sports Authority		—
	31.	North Point Mall	Alpharetta (Atlanta), GA		100		1,375,101		408,814	Dillard's, JCPenney, Macy's, Sears, American Girl Place		2
	32.	NorthTown Mall	Spokane, WA		100		1,042,954		411,460	Bumpers, Inc., JCPenney, Kohl's, Macy's, Regal Cinemas, Sears, Nordstrom Rack		1
	33.	Oak View Mall	Omaha, NE		100		861,089		256,829	Dillard's, JCPenney, Sears, Younkers		—
	34.	Oglethorpe Mall	Savannah, GA		100		943,659		363,511	Belk, JCPenney, Macy's, Macy's Junior, Sears, Stein Mart		—
	35.	Paramus Park	Paramus, NJ		100		768,592		309,535	Macy's, Sears, Old Navy		—
	36.	Park City Center	Lancaster (Philadelphia), PA		100		1,442,680		542,783	The Bon-Ton, Boscov's, JCPenney, Kohl's, Sears		—
	37.	Peachtree Mall	Columbus, GA		100		816,546		307,931	Dillard's, JCPenney, Macy's, Peachtree Cinema		1
	38.	Prince Kuhio Plaza(2)	Hilo, HI		100		503,490		267,370	Macy's, Sears		1
	39.	Quail Springs Mall	Oklahoma City, OK		50		1,139,040		354,240	AMC Theatres, Dillard's, JCPenney, Macy's, Sears		—
	40.	River Hills Mall	Mankato, MN		100		716,877		274,790	Herberger's, JCPenney, Scheels, Sears, Target, Barnes & Noble		—

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	41.	Salem Center(2)	Salem, OR		100		631,837		193,837	JCPenney, Kohl's, Macy's, Nordstrom		—
	42.	Sikes Senter	Wichita Falls, TX		100		667,440		261,916	Dillard's, JCPenney, Sears, Sikes Ten Theatres		—
	43.	Sooner Mall	Norman, OK		100		508,751		168,679	Dillard's, JCPenney, Old Navy, Sears		1
	44.	Spokane Valley Mall(3)	Spokane, WA		100		724,740		305,656	JCPenney, Macy's, Regal Act III, Sears		—
	45.	Stonebriar Centre	Frisco (Dallas), TX		50		1,650,465		529,246	AMC Theatres, Barnes & Noble, Dave & Buster's, Dick's Sporting Goods, Dillard's, JCPenney, Macy's, Nordstrom, Sears		—
	46.	Superstition Springs Center(2)	East Mesa (Phoenix), AZ		33.3		1,083,086		320,754	Developers Diversified, Dillards, JCPenney, JCPenney Home Store, Macy's, Picture Store		—
	47.	The Crossroads	Portage (Kalamazoo), MI		100		770,539		267,579	Burlington Coat Factory(4), JCPenney, Macy's, Sears		—
	48.	The Gallery at Harborplace	Baltimore, MD		100		132,379		132,379	GAP		—
	49.	The Maine Mall	South Portland, ME		100		1,017,436		385,375	Best Buy, Chuck E Cheese, JCPenney, Macy's, Sears, Sports Authority		2
	50.	The Oaks Mall	Gainesville, FL		51		897,630		339,763	Belk, Dillard's, JCPenney, Macy's, Sears		—
	51.	The Parks at Arlington	Arlington (Dallas), TX		100		1,517,093		432,097	AMC Theatres, Barnes & Noble, Dick's Sporting Goods, Dillard's, Forever 21, JCPenney, Macy's, Sears		1
	52.	The Shoppes at Buckland Hills	Manchester, CT		100		1,045,621		453,010	Dick's Sporting Goods, JCPenney, Macy's, Macy's Mens & Home, Sears, Barnes & Noble		—

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	1.	Animas Valley Mall	Farmington, NM		100		462,834		213,369	Allen Theatres, Dillard's, JCPenney, Ross Dress For Less, Sears		—
	2.	Bayshore Mall(2)	Eureka, CA		100		612,950		392,692	Bed Bath & Beyond, Kohl's(4), Sears		1
	3.	Birchwood Mall	Port Huron (Detroit), MI		100		725,047		268,818	GKC Theaters, JCPenney, Macy's, Sears, Target, Younkers		—
	4.	Boise Towne Square(2)	Boise, ID		100		1,093,108		423,079	Dillard's, JCPenney, Macy's, Sears		1
	5.	Brass Mill Center	Waterbury, CT		100		984,099		326,760	Burlington Coat Factory, JCPenney, Macy's, Regal Cinemas, Sears		1
	6.	Brass Mill Commons	Waterbury, CT		100		197,033		197,033	Barnes & Noble, Hometown Buffet, Michael's, OfficeMax, Toys R Us		1
	7.	Burlington Town Center(2)	Burlington, VT		100		299,793		153,040	Macy's		—
	8.	Cache Valley Mall	Logan, UT		100		319,225		173,393	Dillard's, Dillard's Men's & Home, JCPenney		—
	9.	Cache Valley Marketplace	Logan, UT		100		180,956		180,956	Home Depot, Olive Garden, T.J. Maxx		—
	10.	Capital Mall	Jefferson City, MO		100		565,106		332,029	Dillard's, JCPenney, Sears, Hy-Vee, Capital 8 Theatre		—
	11.	Chula Vista Center	Chula Vista (San Diego), CA		100		874,299		286,162	JCPenney, Macerich(4), Macy's, Sears, Burlington Coat Factory, Ultrastar Cinemas		1
	12.	Collin Creek	Plano, TX		100		1,118,077		327,994	Amazing Jakes, Dillard's, JCPenney, Macy's, Sears		—
	13.	Colony Square Mall	Zanesville, OH		100		491,905		245,123	Cinemark, Elder-Beerman, JCPenney, Sears		—

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	14.	Coronado Center(2)	Albuquerque, NM		100		1,151,734		375,709	Barnes & Noble, JCPenney, Macy's, Sears, Target, Kohl's		—
	15.	Eastridge Mall	San Jose, CA		100		1,303,717		469,323	AMC 15, Bed Bath & Beyond, JCPenney, Macy's, Sears, Sport Chalet		—
	16.	Eastridge Mall	Casper, WY		100		571,587		281,791	JCPenney, Macy's, Sears, Target		—
	17.	Eden Prairie Center	Eden Prairie (Minneapolis), MN		100		1,134,414		325,411	AMC Theatres, Kohl's, Sears, Target, Von Maur, JCPenney, Scheels, Barnes & Noble		—
	18.	Foothills Mall	Fort Collins, CO		100		805,715		465,618	Macy's, Sears		2
	19.	Gateway Mall	Springfield, OR		100		818,545		256,726	Ashley Furniture Homestore, Cinemark 17, Kohl's, Movies 12, Oz Fitness, Ross Dress For Less, Sears, Target		—
	20.	Grand Teton Mall	Idaho Falls, ID		100		535,631		211,706	Dillard's, JCPenney, Macy's, Sears		—
	21.	Grand Teton Plaza	Idaho Falls, ID		100		93,274		93,274	Best Buy, Petsmart, Ross Dress For Less		1
	22.	Knollwood Mall	St. Louis Park (Minneapolis), MN		100		462,582		166,460	Cub Foods, Keith's Furniture Outlet, Kohl's, T.J. Maxx		—
	23.	Lakeland Square	Lakeland (Orlando), FL		100		884,484		274,446	Burlington Coat Factory(4), Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears		—
	24.	Lansing Mall(2)	Lansing, MI		100		835,264		412,094	JCPenney, Macy's, T.J. Maxx, Younkers, Best Buy, Barnes & Noble		1
	25.	Mall at Sierra Vista	Sierra Vista, AZ		100		365,853		134,583	Cinemark, Dillard's, Sears		—
	26.	Mall of the Bluffs	Council Bluffs (Omaha, NE), IA		100		701,355		375,133	Dillard's, Hy-Vee, Sears		2

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	27.	Montclair Plaza	Montclair (San Bernadino), CA		50.5		1,345,268		547,691	JCPenney, Macy's, Nordstrom, Sears, Ninety Nine Cent Only Store		4
	28.	Neshaminy Mall	Bensalem, PA		50		1,019,431		291,371	AMC Theatres, Barnes & Noble, Boscov's, Macy's, Sears		—
	29.	NewPark Mall	Newark (San Francisco), CA		100		1,116,965		373,359	JCPenney, Macy's, Sears, Target		1
	30.	North Plains Mall	Clovis, NM		100		303,197		109,116	Beall's, Dillard's, JCPenney, Sears		—
	31.	Oakwood Center	Gretna, LA		100		757,987		240,593	Dillard's, JCPenney, Sears		—
	32.	Oakwood Mall	Eau Claire, WI		100		812,503		327,427	JCPenney, Macy's, Scheels, Sears, Younkers, Carmike Theaters		—
	33.	Otay Ranch Town Center	Chula Vista (San Diego), CA		50		636,471		496,471	Macy's, REI, AMC Theatres, Best Buy		—
	34.	Owings Mills Mall	Owings Mills, MD		100		1,083,613		436,576	JCPenney, Macy's		2
	35.	Pecanland Mall	Monroe, LA		100		944,367		328,931	Belk, Dillard's, JCPenney, Sears, Burlington Coat Factory		—
	36.	Pierre Bossier Mall	Bossier City (Shreveport), LA		100		606,274		212,976	Dillard's, JCPenney, Sears, Stage		1
	37.	Pine Ridge Mall(2)	Pocatello, ID		100		638,078		200,091	JCPenney, Party Palace, Sears, Shopko		1
	38.	Pinnacle Hills Promenade	Rogers, AR		50		942,764		635,863	Bed Bath & Beyond, Gordmans, Petsmart, TJ Maxx, Dillard's, JCPenney, Malco Theatre, Target		3
	39.	Provo Towne Centre(3)	Provo, UT		100		792,560		222,491	Cinemark, Dillard's, JCPenney, Sears		—
	40.	Red Cliffs Mall	St. George, UT		100		385,487		119,650	Barnes & Noble, Dillard's, JCPenney, Sears		—
	41.	Regency Square Mall	Jacksonville, FL		100		1,439,812		523,306	Belk, Champs Sports/World Foot Locker, Dillard's, JCPenney, Sears		1

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	42.	Ridgedale Center	Minnetonka, MN		100		1,029,559		327,179	JCPenney, Macy's, Sears		—
	43.	Riverchase Galleria	Hoover (Birmingham), AL		50		1,561,924		513,017	Forever 21, Belk, Belk Home Store, JCPenney, Macy's, Sears		2
	44.	Rivertown Crossings	Grandville (Grand Rapids), MI		100		1,270,959		421,901	Celebration Cinemas, Dick's Sporting Goods, JCPenney, Kohl's, Macy's, Old Navy, Sears, Younkers		—
	45.	Rogue Valley Mall	Medford (Portland), OR		100		639,097		251,659	JCPenney, Kohl's, Macy's, Macy's Home Store		1
	46.	Silver City Galleria	Taunton (Boston), MA		50		1,005,799		351,762	Best Buy, Dick's Sporting Goods, JCPenney, Macy's, Sears, Silver City Cinemas		1
	47.	Silver Lake Mall	Coeur D'Alene, ID		100		325,046		108,682	JCPenney, Macy's(4), Sears, Timberline Trading Company		—
	48.	Southlake Mall	Morrow (Atlanta), GA		100		1,014,245		273,993	JCPenney, Macy's, Sears		1
	49.	Southland Mall	Hayward, CA		100		1,265,396		525,132	JCPenney, Kohl's(4), Macy's, Sears		1
	50.	Southshore Mall(2)	Aberdeen, WA		100		273,289		139,514	JCPenney, Sears		—
	51.	Southwest Plaza(2)	Littleton (Denver), CO		100		1,336,229		636,868	Dick's Sporting Goods, Dillard's, JCPenney, Macy's, Sears		1
	52.	Spring Hill Mall	West Dundee (Chicago), IL		100		1,166,234		433,439	Carson Pirie Scott, Home Furniture Mart, JCPenney, Kohl's, Macy's, Sears		—
	53.	Steeplegate Mall	Concord, NH		100		479,675		223,328	The Bon-Ton, JCPenney, Sears		—
	54.	The Boulevard Mall	Las Vegas, NV		100		1,175,774		387,738	JCPenney, Macy's, Sears		1
	55.	The Pines	Pine Bluff, AR		100		625,421		243,001	Dillard's, Holiday Inn Express, JCPenney, Sears		1

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	56.	The Shops at Fallen Timbers	Maumee, OH		100		573,516		312,014	Dillard's, JCPenney, Staybridge Suites, Showcase, Barnes & Noble		—
	57.	The Shoppes at River Crossing	Macon, GA		50		659,048		325,829	Belk, Dick's Sporting Goods, Dillard's, DSW Shoe Warehouse, Jo-Ann Fabrics & Crafts, Ulta		—
	58.	The Village of Cross Keys	Baltimore, MD		100		74,172		74,172	Talbots		—
	59.	Three Rivers Mall	Kelso, WA		100		419,461		226,228	JCPenney, Macy's, Sears		1
	60.	Valley Hills Mall	Hickory, NC		100		933,545		322,029	Belk, Dillard's, JCPenney, Sears		—
	61.	Visalia Mall	Visalia, CA		100		436,852		179,852	JCPenney, Macy's		—
	62.	Vista Ridge Mall	Lewisville (Dallas), TX		100		1,063,860		334,395	Cinemark, Dillard's, JCPenney, Macy's, Sears		—
	63.	Washington Park Mall	Bartlesville, OK		100		357,221		162,925	Dillard's, JCPenney, Sears		—
	64.	West Oaks Mall	Ocoee (Orlando), FL		100		1,056,086		355,330	AMC Theatres, Dillard's, JCPenney, Sears		1
	65.	West Valley Mall	Tracy (San Francisco), CA		100		883,629		486,720	JCPenney, Movies 14, Sears, Target		1
	66.	Westwood Mall	Jackson, MI		100		507,859		136,171	Elder-Beerman, JCPenney, Wal-Mart		—
	67.	White Mountain Mall	Rock Springs, WY		100		302,119		124,991	Flaming Gorge Harley Davidson, Herberger's, JCPenney, State Of Wyoming		—
	68.	Woodbridge Center	Woodbridge, NJ		100		1,646,468		561,433	Dick's Sporting Goods, JCPenney, Lord & Taylor, Macy's, Sears		1

						GLA					Anchor Stores/ Significant Tenant Vacancies

Property Count		Name of Center	Location(1)	Ownership Interest		Total		Mall and Freestanding		Anchor Stores/ Significant Tenants	Anchor Stores/ Significant Tenant Vacancies
	1.	Bay City Mall	Bay City, MI		100		522,652		207,001	JCPenney, Sears, Target, Younkers, Dunham Sports		—
	2.	Chapel Hills Mall	Colorado Springs, CO		100		1,202,361		406,922	Burlington Coat Factory(4), Borders, Dick's Sporting Goods, Dillard's, JCPenney, Macy's, Sears		1
	3.	Chico Mall	Chico, CA		100		495,237		173,103	Forever 21, JCPenney, Sears		1
	4.	Country Hills Plaza	Ogden, UT		100		137,897		137,897	Smith's Food King		1
	5.	Eagle Ridge Mall	Lake Wales (Orlando), FL		100		622,917		227,462	Dillard's, JCPenney, Recreation Station, Regal Cinemas, Sears		—
	6.	Grand Traverse Mall	Traverse City, MI		100		589,488		276,097	GKC Theaters, JCPenney, Macy's, Target, T.J. Maxx		—
	7.	Lakeview Square	Battle Creek, MI		100		554,334		262,741	JCPenney, Macy's, Sears, Barnes & Noble		—
	8.	Mall St. Vincent(2)	Shreveport, LA		100		532,600		184,600	Dillard's, Sears		1
	9.	Moreno Valley Mall	Moreno Valley (Riverside), CA		100		1,064,318		338,084	Harkins Theatre, JCPenney, Macy's, Sears		2
	10.	Northgate Mall	Chattanooga, TN		100		798,029		332,709	Belk, Belk Home Store, JCPenney, Sears, T.J. Maxx		—
	11.	Oviedo Marketplace	Oviedo, FL		100		940,504		275,575	Dillard's, Macy's, Regal Cinemas, Sears		—
	12.	Piedmont Mall	Danville, VA		100		708,519		156,781	Belk, Belk Men's, JCPenney, Sears		1
	13.	Southland Center	Taylor, MI		100		903,941		275,904	Best Buy, JCPenney, Macy's		1

Our ownership interests in real property are materially important as a whole, however, we do not own any individual materially important property and therefore do not present a description of our title to, or other interest in, our properties and the nature and amount of our mortgages in such properties.

The following table sets forth for each of our property categories the occupancy rate expressed as a percentage for each of the last five years and the average effective annual rental per square foot for each of the last five years.

The GLA of freestanding retail stores in locations that are not attached to the primary complex of buildings that comprise a shopping center is defined as ("Freestanding GLA") and "Mall GLA" is the gross leaseable retail space, excluding space not currently marketed for lease, anchor stores and Freestanding GLA, measured in square feet. At December 31, 2009, our Mall GLA and our Freestanding GLA aggregated 57.6 million square feet for our consolidated retail properties and 19.9 million square feet for our unconsolidated retail properties. The following table indicates various lease expiration information related to the consolidated minimum rent for our currently existing retail leases at December 31, 2009. See "Note 2—Summary of Significant Accounting Policies" to the consolidated financial statements contained in this prospectus for our accounting policies for revenue recognition from

our tenant leases and "Note 8—Rentals under Operating Leases" to the consolidated financial statements contained elsewhere in this prospectus for the future minimum rentals of our operating leases.

Other than our current Chapter 11 Cases described in this prospectus, neither we nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against us or any of the Unconsolidated Real Estate Affiliates.

Our Board of Directors currently consists of two members. Upon consummation of the Plan, under the terms of the Investment Agreements, our Board of Directors will consist of nine members, three of whom will be nominated by Brookfield Investor and one of whom will be designated by Pershing Square. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Board Rights."

Our current members of the Board of Directors and their positions are as follows:

Upon the consummation of the Plan, New GGP's amended and restated bylaws will divide the Board into three classes, as nearly equal in number as possible, with each class of directors serving a three-year term. The terms of office of the classes of directors expire in rotation so that one class is elected at each annual meeting for a full three-year term.

Adam Metz, 49, has served as Chief Executive Officer of Existing GGP since October 2008, director of Existing GGP since November 2005, Lead Director of Existing GGP from June 2007 through October 2008 and director and Chief Executive Officer of New GGP since its formation in 2010. From late 2002 through October 2008, Mr. Metz was an active partner of Polaris Capital LLC, which is in the business of owning retail real estate assets throughout the United States. Prior to the formation of Polaris Capital, Mr. Metz was Executive Vice President of Rodamco, N.A. from November 2000 through May 2002 when the assets of Rodamco, N.A. were sold. From 1993 to 2000, before it was acquired by Rodamco, Mr. Metz held various positions with Urban Shopping Centers, including Vice President, Chief Financial Officer and President. Mr. Metz has financial expertise and industry experience.

Thomas Nolan, Jr., 53, has served as Chief Operating Officer of Existing GGP since March 2009, President of Existing GGP since October 2008, director of Existing GGP since April 2005 and director, Chief Operating Officer and President of New GGP since its formation in 2010. Prior to becoming President, Mr. Nolan was a private real estate investor since February 2008. From July 2004 through February 2008, Mr. Nolan served as a Principal and as Chief Financial Officer of Loreto Bay Company, the developer of the Loreto Bay master planned community in Baja, California. From October 1984 through July 2004, Mr. Nolan held various financial positions with AEW Capital Management, L.P., a national real estate investment advisor, and from 1998 through 2004 he served as Head of Equity Investing and as President and Senior Portfolio Manager of The AEW Partners Funds. Mr. Nolan has financial expertise in various segments of the real estate industry.

Rick Clark, 52, is the Senior Managing Partner, Property Operations of Brookfield Asset Management Inc. Mr. Clark joined Brookfield Asset Management Inc. in 1996, and is responsible for

the company's real estate operations. Mr. Clark is the CEO of Brookfield Properties, and formerly was the President of the company's U.S. Commercial Operations. Mr. Clark has been employed with the company's predecessors since 1984 in various executive roles. Mr. Clark holds a Business degree from the Indiana University of Pennsylvania. Mr. Clark has financial expertise and industry experience.

Bruce Flatt, 45, is the Senior Managing Partner and Chief Executive Officer of Brookfield Asset Management Inc. Mr. Flatt has been with Brookfield Asset Management Inc. for over 20 years joining in 1990 and has been instrumental in the global expansion of the asset management business over this period. Mr. Flatt has been CEO of the company since February 2002, following eight years in various senior executive positions in Brookfield Asset Management Inc.'s property operations, as well as other positions in the company. Mr. Flatt has sat on over 15 public company boards, acted as Chairman of a number, and been instrumental in the launch of a number of public companies across the global capital markets. Mr. Flatt holds a Business degree from the University of Manitoba. Mr. Flatt has financial expertise and industry experience.

Cyrus Madon, 45, is the Senior Managing Partner of Brookfield Asset Management Inc. responsible for restructuring and lending activities and has been a member of the Brookfield Asset Management Inc. team since 1998. Mr. Madon has extensive experience in restructuring, corporate finance, and merchant banking across a broad range of industries, including real estate, real estate services and manufacturing. Mr. Madon holds a business degree from Queen's University.

Our board of directors has the authority to appoint committees to perform certain management and administration functions. Upon the consummation of the Plan, our board of directors will have three committees: the audit committee, the compensation committee and the nominating and governance committee.

The primary purpose of the audit committee is to assist the board's oversight of:

Upon the consummation of the Plan, Messrs. , and will serve on the audit committee. Mr. will serve as chairman of the audit committee and also qualifies as an "audit committee financial expert" as such term has been defined by the SEC in Item 401(h)(2) of Regulation S-K. Our board of directors has affirmatively determined that Messrs. , and meet the requirements of independence and expertise, including financial literacy for the purposes of serving on the audit committee under applicable SEC and the NYSE rules, and we intend to comply with these independence requirements within the time periods specified.

Upon the consummation of the Plan, Messrs. , and will serve on the compensation committee, and Mr. will serve as the chairman.

Upon the consummation of the Plan, Messrs. , and will serve on the nominating and governance committee, and Mr. will serve as the chairman. The non-control agreements provide that as long as Brookfield Investor, Fairholme or Pershing Square beneficially owns more than 10% of the outstanding New GGP common stock, each of such Plan Sponsors will support the composition of the nominating and governance committee to consist of a majority of members who are not affiliated with or nominated by the Plan Sponsors. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Non-Control Agreements."

Upon the completion of the Plan, none of our executive officers will serve on the compensation committee or board of directors of any other company of which any of the members of our compensation committee or any of our directors is an executive officer.

Upon consummation of the Plan, we will have a Code of Business Conduct and Ethics which will apply to all of our employees, officers and directors, including our Chairman, Chief Executive Officer and Chief Financial Officer. Our Code of Business Conduct and Ethics will prohibit conflicts of interest, which are broadly defined to include any situation where a person's private interest interferes

in any way with the interests of the company. In addition, this code prohibits direct or indirect personal loans to executive officers and directors to the extent required by law and stock exchange regulation. The code does not attempt to cover every issue that may arise, but instead sets out basic principles to guide all of our employees, officers, and directors. Any waivers of the code for any executive officer, principal accounting officer, or director may be made only by the Board or a Board committee and will be promptly disclosed to stockholders. The code will include a process and a toll-free telephone number for anonymous reports of potentially inappropriate conduct or potential violations of the code.

Our executive officers are generally elected by the Board annually and are currently as listed below, including their principal positions. On September 7, 2010, we announced that Chief Executive Officer Adam Metz and Chief Operating Officer Thomas Nolan have agreed to remain in their roles at New GGP for up to one year following completion of our restructuring, expected during the fourth quarter of 2010. During that period, Messrs. Metz and Nolan will continue to manage the final phases of our restructuring—including the capital raise contemplated by this prospectus—and will continue to lead our financial and operational strategy. Our new post-emergence board of directors is expected to select a long-term management team during the transition period. Except for the foregoing, we currently expect the following executive officers to continue in their positions as of the Effective Date.

Please see above for biographical information concerning Messrs. Metz and Nolan. Biographical information concerning our other executive officers is set forth below.

Steven Douglas, 43, was named as New GGP's Executive Vice President and Chief Financial Officer in July 2010. Mr. Douglas served most recently as president of Brookfield Properties Corporation. Mr. Douglas was a key member of the Brookfield Properties Corporation team for more than 16 years, serving in a variety of senior positions. Prior to his role as president of Brookfield Properties Corporation, which he assumed in 2009, Mr. Douglas was a senior managing partner at Brookfield Asset Management, where he focused on the company's operations and international portfolio. From 2003 to 2006, he was chief financial officer of Falconbridge Limited. From 1996 until 2003, Mr. Douglas served as chief financial officer of Brookfield Properties, a period that saw the company's re-launch as a public company and the completion of three major acquisitions. Mr. Douglas joined Brookfield from Ernst & Young. Mr. Douglas received his Bachelor of Commerce degree from Laurentian University and holds a Chartered Accountant designation.

Joel Bayer, 46, joined Existing GGP in September 1993 and has served as New GGP's Senior Vice President and Chief Investment Officer since its formation in 2010 and Existing GGP's Senior Vice President and Chief Investment Officer since 2001, and Senior Vice President, Acquisitions from 1998 to 2001.

Ronald Gern, 51, joined Existing GGP in December 1997 and has served as New GGP's Senior Vice President, General Counsel and Secretary since its formation in 2010 and Existing GGP's Senior Vice President and General Counsel and has served as Secretary since October 2008. Mr. Gern served as Assistant Secretary of Existing GGP from December 1997 to October 2008. In addition, Mr. Gern has served and continues to serve as an officer of various of Existing GGP's subsidiaries and joint ventures.

Catherine Hollowell, 49, joined Existing GGP in 1998 and has served as New GGP's Senior Vice President, Human Resources since its formation in 2010 and Existing GGP's Senior Vice President since 2009, Vice President of Human Resources from 2004 to 2009, Director of Human Resources, Information Systems and Compensation from 2002 to 2004, Senior Human Resources and Information Systems Manager from 2000 to 2002 and Human Resources and Information Systems Manager from 1998 to 2000.

Edmund Hoyt, 58, joined Existing GGP in November 1986 and has served as New GGP's Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer since its formation in 2010 and Existing GGP's Interim Chief Financial Officer from October 2008 until July 2010, and Senior Vice President and Chief Accounting Officer since 2000. During his time with at Existing GGP, Mr. Hoyt has held several positions in the financial planning, accounting and controllership areas. In addition, Mr. Hoyt has served and continues to serve as a director and/or officer of various of Existing GGP's subsidiaries.

Michael McNaughton, 43, joined Existing GGP in 2001, has served New GGP's Executive Vice President of Asset Management since its formation in 2010 and Existing GGP's Executive Vice President of Asset Management since May 2010. He previously served as senior vice president with oversight of department stores, Big Box retailing, land, hotel and restaurant functions for Existing GGP's portfolio. Previously, he served as senior vice president of asset management, with responsibility for 17 properties totaling 20 million square feet. Prior to joining Existing GGP, Mr. McNaughton was a founding partner and senior vice president of CORO Realty Advisors, an Atlanta-based investment advisory brokerage and redevelopment firm. He served as a founding member of the NAIOP Mixed-Use Development national forum and is an active member of the Urban Land Institute. Mr. McNaughton received a BA in management from Framingham State College.

Robert Michaels, 66, joined Existing GGP in September 1972 and has served as New GGP's Vice Chairman since its formation in 2010 and Existing GGP's Vice Chairman since May 2010 and was formerly Existing GGP Vice Chairman from March 2009 to May 2010. Prior to being named Vice Chairman, Mr. Michaels served as Chief Operating Officer of Existing GGP since 1995. Mr. Michaels also served as a director and President of Existing GGP from 1995 to October 2008. In addition, Mr. Michaels has served and continues to serve as a director and/or officer of various of Existing GGP's subsidiaries and joint ventures. Mr. Michaels is an ex-officio trustee of the ICSC and a director of the Center for Urban Land Economics Research at the School of Business of the University of Wisconsin-Madison.

Hugh Zwieg, 50, joined Existing GGP in March 2010 and has served as New GGP's Executive Vice President of Finance since its formation in 2010 and Existing GGP's Executive Vice President of Finance. Prior to joining Existing GGP, Mr. Zwieg had been Chief Executive Officer of Wind Realty Partners since January 2007. Wind Realty Partners provides advisory, operating and disposition services in connection with the marketing and sale of office property portfolios. From 1989 to December 2006, Mr. Zwieg held various positions with CMD Realty Investors, L.P., including President and Chief Financial Officer since 2004. CMD Realty Investors was a privately held real estate operating company focused on the acquisition and development of office and industrial properties throughout the United States, with average assets under management of approximately $1 billion.

Prior to the consummation of the Plan, New GGP has not and does not intend to pay to its directors any compensation for their board service. Upon consummation of the Plan, our non-employee directors will be compensated as follows:

In addition to receiving fees for their services as directors, we expect that our non-employee directors receive annual equity awards under our Incentive Stock Plan (the "Incentive Stock Plan").

This Compensation Discussion and Analysis ("CD&A") describes Existing GGP's compensation philosophy and policies for executive officers, and how this philosophy is applied to the compensation of the named executive officers, those officers required to be discussed in this CD&A ("NEOs "). For 2009, NEOs received base salary and (except for NEOs with employment agreements) short term incentive compensation pursuant to Existing GGP's incentive plan for all full-time employees, the Cash Value Added Incentive Compensation Plan (the "CVA Plan"). In addition, 46 employees, including the NEOs, became eligible to receive long term incentive compensation in accordance with the terms of Existing GGP's new key employee incentive plan (the "KEIP"). The overall goal of the Compensation Committee is to assure that compensation paid to the NEOs is fair, reasonable and competitive, and is linked to increasing long-term enterprise value. Existing GGP's 2009 NEOs were:

The primary objective of Existing GGP's executive compensation philosophy is to attract, motivate and retain executives who possess the high quality skills and talent necessary to lead and, where appropriate, transform Existing GGP's business. Existing GGP's policy also seeks to foster a performance-oriented environment by directly linking a significant part of each executive officer's total compensation to short-term operating performance, long-term enterprise value, and, during 2009 and 2010, Existing GGP's successful reorganization under the Bankruptcy Code. The following compensation policies have been developed and implemented in order to ensure that the objectives of the compensation philosophy are attained.

Total Compensation Should Be Competitive. Competitiveness of Existing GGP's compensation is a significant factor considered in establishing compensation. The compensation of the executive officers was benchmarked against the Benchmark Companies and the Survey Benchmarks (each as described below). The Compensation Committee specified the market median of the Benchmark Companies as Existing GGP's competitive pay objective when establishing total compensation for the executive officers.

Alignment of Interests with Existing GGP Stakeholders. Executive officers should act in the interests of all Existing GGP stakeholders, including Existing GGP's creditors and stockholders. Existing GGP believes that incentives aligning the interests of executive officers and GGP stakeholders provide proper motivation for enhancing value to all stakeholders.

Compensation Must Be Commensurate With the Employee's Value to the Company. Total compensation is higher for individuals with greater responsibility and greater ability to influence Existing GGP's achievement of targeted results and stakeholder recoveries.

Compensation Must Be Transparent. Existing GGP's compensation program is intended to be transparent and easily identifiable.

Overview. In early 2009, the Compensation Committee and management began to consider changing Existing GGP's compensation structure to incentivize employees and align employee goals with those of Existing GGP's reorganization efforts. As a result of Existing GGP's entry into bankruptcy, the decision was made to modify the existing CVA Plan and, given the uncertainty related to equity incentives in a bankruptcy environment, modify the form of Existing GGP's long-term incentive compensation from equity to cash.

Engagement of Hewitt. Existing GGP engaged Hewitt Associates, LLC ("Hewitt"), a compensation committee advisory firm, in May 2009 to assist with four principal tasks:

Benchmark Analysis. Compensation paid by the Benchmark Companies was a significant factor considered by the Compensation Committee in establishing compensation of the executive officers for 2009 and designing incentive compensation plans for 2009 and 2010. The compensation practices of the

Benchmark Companies were reviewed to assess whether Existing GGP's compensation practices were competitive in, and reasonable as compared to, the marketplace.

In 2009, the Benchmark Companies were 18 publicly-traded companies in the real estate industry, including ten which were used as Benchmark Companies in prior years and eight additional companies included in the group recommended by Hewitt. The Compensation Committee agreed that the 2009 Benchmark Companies represent an appropriate peer group for benchmarking Existing GGP's pay levels and pay practices because the component companies are in the same industries as us. The "Benchmark Companies" are:

The Compensation Committee also reviewed executive compensation data from real estate and general industry surveys from the following sources (the "Survey Benchmarks"): Hewitt Total Compensation Measurement (TCM) Survey; NAREIT Compensation Survey; Mercer Real Estate Compensation Survey; US Mercer Benchmark Database—Executive Survey; and Watson Wyatt Data Services: Survey Report on Top Management Compensation.

The actual and target salary, total cash compensation (base salary and short-term incentive compensation) and total direct compensation (total cash compensation and long-term incentive compensation) for Existing GGP's executive officers were compared to the compensation paid by the Benchmark Companies, as well as companies included in the Survey Benchmarks.

In addition, the Compensation Committee reviewed benchmarking data prepared by Hewitt regarding incentive compensation plans from companies involved in recent bankruptcy proceedings. These companies were used to confirm the appropriate metrics and structures of incentive plans in restructuring organizations.

Modifications to Incentive Compensation Programs for 2009 and 2010. Hewitt reviewed the incentive compensation practices of Existing GGP and the Benchmark Companies. Hewitt concluded that, from a market perspective, the Benchmark Companies had both short and long term incentive programs for their key employees. Hewitt also concluded, based on its review of the Benchmark Companies and in light of Existing GGP's bankruptcy, that total compensation to the executive officers should be targeted at the market median. Therefore, Hewitt recommended continuation of some form of the CVA Plan, the short term incentive plan, as it was an essential part of employee compensation. Specifically, without the CVA Plan, Existing GGP would fall well below the market median for compensation paid to its executive officers. In addition, to remain competitive and ensure the alignment of key employees and stakeholders in the restructuring, Hewitt recommended that Existing GGP implement the KEIP to provide eligible employees long-term performance cash incentive opportunities in lieu of Existing GGP's prior equity award practices.

After receiving Hewitt's recommendations and proposals on modifying the CVA Plan and implementing the KEIP, management presented these recommendations to the Compensation Committee, which authorized management to continue to develop the plans in consultation with various stakeholders in the Chapter 11 Cases, including the official unsecured creditors' committee, the official equity committee and the United States Trustee.

The Compensation Committee determined that implementing these employee incentive programs was important to create incentives based on meaningful defined financial goals to motivate employees and executives to work hard and to undertake and deliver on important tasks to enhance Existing GGP's value. These incentive programs are designed to tie an employee's incentive award with operating and financial performance, as well as, where applicable, value creation based on stakeholder recoveries. If none of the minimum performance goals are satisfied under the modified CVA Plan (the "Modified CVA Plan") or the KEIP, then there is no payout under the applicable employee incentive program.

After significant dialogue and negotiation with the various constituencies, the Compensation Committee and the full Board approved the Modified CVA Plan and the KEIP. The plans were approved by the Bankruptcy Court in October 2009 based on the support and recommendation of the official unsecured creditors' committee, the official equity committee and the United States Trustee.

Role of Messrs. Metz and Nolan in Establishing Compensation. Messrs. Metz and Nolan play a significant role in the compensation setting process. The most significant aspects of their role include: recommending performance targets for the CVA Plan, advising the Compensation Committee with respect to attainment of such performance targets, evaluating the performance of the other executive officers and recommending the base salary and individual CVA and KEIP target incentive awards of the other executive officers. Messrs. Metz and Nolan regularly participate in Compensation Committee meetings to provide this information.

Conclusion. The Compensation Committee concluded that the payments of cash and grants of incentive awards to the NEOs discussed below under "Elements of Compensation" and the payments of cash and grants of incentive awards made to the other executive officers were reasonable and consistent with Existing GGP's philosophy and policies for 2009.

The Compensation Committee designed each of the elements of compensation for executive officers to further the philosophy and policies set forth above and to support and enhance Existing GGP's business strategy. Base salary is designed to provide a minimum level of guaranteed pay. Short-term incentives reward short-term operating and financial performance, and long-term incentives align management interests with the interests of Existing GGP's stakeholders.

The Compensation Committee does not have a formula for establishing a specified percentage of total compensation that each of Existing GGP's elements of compensation should represent. In addition, there is no formula for allocating between currently paid-out compensation and long-term compensation. However, when considering any individual element of an executive officer's total compensation, the Compensation Committee took into consideration the aggregate amounts and mix of the executive officer's compensation as compared to the Benchmark Companies.

Base Salary. The base salaries for Messrs. Metz and Nolan were established pursuant to their October 2008 employment agreements. These base salaries are applicable until December 31, 2010, the expiration of the current term of the employment agreements.

In light of Existing GGP's financial situation in early 2009, Existing GGP did not conduct its annual base wage adjustment process for all employees, nor did the Compensation Committee perform its typical annual review of executive officer salaries. However, in July 2009, based on a review of the Benchmark Companies, Survey Benchmarks, and the recommendations of Messrs. Metz and Nolan, it was determined that certain executive officer salaries should be adjusted in light of the desired total compensation result. Mr. Bayer was the only NEO affected by the adjustment and his salary was revised from $500,000 to $600,000.

In March 2010, Mr. Hoyt's salary was adjusted to $535,000 (from $710,000) when a new Executive Vice President—Finance was hired to undertake responsibilities which include some that Mr. Hoyt, as interim Chief Financial Officer, previously undertook.

Cash Bonus Awards. Pursuant to their employment agreements, for service through October 25, 2009, Messrs. Metz and Nolan were entitled to fixed cash bonuses of $2,000,000 and $1,600,000, respectively, payable quarterly in equal installments on each of February 2, 2009, May 2, 2009, August 2, 2009 and October 25, 2009. Messrs. Metz and Nolan both elected to reduce their February 2, 2009 fixed cash bonus to one-half of the amount payable pursuant to their respective employment agreements in light of Existing GGP's financial circumstances at the time. Pursuant to their employment agreements, Messrs. Metz and Nolan were also entitled to discretionary cash bonuses of up to $1,000,000 and $800,000, respectively, payable in October 2009, which the Compensation Committee determined to pay Messrs. Metz and Nolan in full based on the success of Messrs. Metz and Nolan in leading Existing GGP through the restructuring process while maintaining sound operations and performance. The Compensation Committee considered specific accomplishments of Messrs. Metz and Nolan, including assembling a first-class restructuring team, commencing a successful bankruptcy restructuring process for Existing GGP while concurrently maintaining stakeholder, tenant and retail customer relations, commencing the restructuring of over 100 secured mortgage loans, obtaining debtor-in-possession financing and reducing headcount while concurrently increasing employee productivity.

From and after October 26, 2009, pursuant to their employment agreements, Messrs Metz and Nolan were to participate in Existing GGP's then applicable bonus plans in a manner commensurate with their respective positions. However, under Existing GGP's annual bonus plan, Messrs. Metz and Nolan could not participate in such plan until January 1, 2010. As a result, following negotiations with the various stakeholders and approval of the Bankruptcy Court, in lieu of such participation, Messrs. Metz and Nolan received an additional prorated quarterly bonus payment of $364,130 and $291,304, respectively, for the period from October 26, 2009 through December 31, 2009.

Modified CVA Plan. The annual cash incentive has been and continues to be paid pursuant to the CVA Plan, which is designed to reward participants for their contribution to the achievement of annual corporate performance goals. Annual equity awards in connection with the CVA Plan were made for performance through 2007; however, such awards were eliminated with respect to 2008 and later performance periods for all employees, including the NEOs.

The Compensation Committee is authorized to designate participants in the CVA Plan and, in addition to Existing GGP's executive officers (other than Messrs. Metz and Nolan), approximately 2,700 employees participated in the Modified CVA Plan in 2009. The establishment of the target incentive awards for the participating executive officers was broadly designed to achieve aggregate market median compensation assuming 100% CVA Plan payout, based on a review of total compensation at the Benchmark Companies and Survey Benchmarks. The Compensation Committee and the other stakeholders believe this is appropriate in light of Existing GGP's bankruptcy circumstances. The targets for Messrs. Metz and Nolan for 2010 and Messrs. Hoyt, Bayer and Michaels for 2009 and 2010 are as follows:

The Modified CVA Plan award for executive officers is equal to base salary times their target incentive award times the applicable payout percentage (see schedule below), subject to discretionary adjustment by Messrs. Metz and Nolan based on individual executive officer performance. The payout percentage under the Modified CVA Plan is determined based on achievement of the EBITDA target and using the payout curve illustrated below:

For NEOs (inclusive of, beginning in 2010, Messrs. Metz and Nolan), the performance target under the Modified CVA Plan is based on EBITDA, which for purposes of the Modified CVA Plan is defined as NOI plus property management revenue less corporate overhead (excluding restructuring costs) and capitalized costs. For purposes of the Modified CVA Plan, "NOI" means the aggregate operating revenues of Existing GGP's and its subsidiaries' real estate properties and master planned communities less the aggregate property and related expenses of such properties and communities (excluding interest, depreciation, amortization, reorganization and extraordinary expenses, and impairment charges).

The performance targets for 2009 were recommended by management, approved by the Compensation Committee, agreed to by the various stakeholders in the Chapter 11 Cases and approved by the Bankruptcy Court. For 2009, target EBITDA was $2.116 billion, which was designed to reflect Existing GGP's estimated performance so that the goal of providing market median compensation would be achieved if performance met expectations. Establishment of a target that would achieve market median compensation created a total compensation package that was competitive in accordance with Existing GGP's compensation philosophy and policies. In 2009, Existing GGP achieved EBITDA performance of 100.726% of target, resulting in an applicable payout percentage of 108.06%.

The calculated awards under the Modified CVA Plan for 2009 were reviewed and modified based on each executive officer's relative individual performance at the recommendation of Messrs. Metz and Nolan as follows:

KEIP. The KEIP was designed to provide long-term incentive compensation for the duration of the Chapter 11 Cases. The NEOs, including Messrs. Metz and Nolan, are included in the 46 employees eligible to participate in the KEIP. These 46 participants were chosen either because they are essential to Existing GGP's operations or integral to the bankruptcy reorganization process and/or creating long-term enterprise value.

KEIP target opportunities were broadly designed to provide median aggregate market compensation on a two-year annualized basis, assuming Plan recoveries are at the "Objective 1" level in the "KEIP Payouts" chart below. The KEIP target opportunities for the NEOs are:

The KEIP target opportunities for all participants in the KEIP established the target pool of dollars to be paid pursuant to the KEIP. This pool can increase or decrease and is not capped under the terms of the KEIP.

The KEIP payout formula is based on plan recoveries in the Chapter 11 Cases to all unsecured creditors and third party equity holders of Existing GGP, GGPLP, GGPLP L.L.C., and Rouse (collectively, the "Parent Level Debt and Equity"). The payout opportunity increases as recoveries increase and, therefore, maximizes enterprise value creation. The KEIP performance metrics are the recovery value to the Parent Level Debt and Equity based on the value in the plan of reorganization calculated on emergence from bankruptcy (the "Plan Recovery Value"), and based on the market value of the consideration distributed to the Parent Level Debt and Equity 90 days after emergence from bankruptcy (the "Market Recovery Value"). Each of these recovery values is then applied to the executive officers' KEIP target opportunities using a payout curve to calculate their payouts under the KEIP. The executive officers' payouts will be based 40% on the Plan Recovery Value and 60% on the Market Recovery Value. Payout levels under the KEIP are determined based on the Plan Recovery

Value and the Market Recovery Value using a payout curve with a threshhold level, and no maximum, as illustrated in the chart below.

Payout levels will be interpolated between the illustrated threshold and objective levels and above based upon the payout curve. If, pursuant to the plan of reorganization, the Parent Level Debt is satisfied in full and the Parent Level Equity receives no distribution, the recovery would be 100%. A percentage above 100% would be the result of a distribution pursuant to the plan of reorganization to the Parent Level Equity. Each one dollar per share distribution to the Parent Level Equity results in a 4.82% increase in the percentage of Plan Recovery Value and Market Recovery Value weighted 40% based on the Plan Recovery Value and 60% based on the Market Recovery Value. The plan recovery of the KEIP was left without a maximum to incentivize management to maximize the recovery to the Parent Level Debt and Equity.

As of June 30, 2010, we estimate that the percentage of Plan Recovery Value will be 179%, based on a number of assumptions, including that Parent Level Debt is satisfied in full and the New GGP stock and Spinco stock issued to holders of Existing GGP common stock is valued at $14.76. Based on this estimate, payments to the NEOs, based on Plan Recovery Value, will be equal to 40% of 11.45 times each officer's KEIP Target opportunity, since the payout percentages continue to increase beyond the highest objective level if the achieved percentage of Plan Recovery Value is greater than 105%. If Market Recovery Value, which is based on the value of New GGP and Spinco's stock subsequent to Existing GGP's emergence from bankruptcy and which is not determinable at this time, is also assumed to be $14.76, payments to the NEOs, based on Market Recovery Value, also would be 60% of 11.45 times each officer's KEIP Target opportunity.

Using the assumptions stated above, we estimate that the aggregate payout under the KEIP to all participants would be approximately $154.5 million and that Messrs. Metz, Nolan, Hoyt, Bayer and Michaels would each receive $37.6 million, $27.8 million, $6.1 million, $8.6 million and $5.5 million, respectively. For every $1.00 change in the $14.76 per share assumed value, the aggregate payout to all participants under the KEIP would increase (or decrease) by approximately $3.9 million and the payments to Messrs. Metz, Nolan, Hoyt, Bayer and Michaels would increase (or decrease) by approximately $994,000, $736,000, $157,000, $221,000 and $141,000, respectively. Differences in the Plan Recovery Value from those estimated as discussed above also would change the amount of the payments under the KEIP. The actual amounts payable under the KEIP may be materially different from the estimates set forth above and maximum payout levels under the KEIP are not determinable at this time.

In addition to the payments based on Plan Recovery Value and Market Recovery Value, there is an emergence incentive pool specifically designed to incentivize executive officers and other KEIP participants to expeditiously emerge from bankruptcy as set forth in the table below. This pool will be

allocated by the Compensation Committee, if applicable. All KEIP participants are eligible for a distribution from the pool, including the NEOs.

All payments under the KEIP are to be made in cash promptly upon satisfaction of the relevant payment conditions.

Equity Awards. Periodic discretionary grants of stock, stock options and restricted stock under the 2003 Incentive Plan were previously an important element of Existing GGP's executive compensation program; however, no discretionary equity awards were made in 2009. The Compensation Committee does not expect to make equity awards to the NEOs prior to Existing GGP's emergence from bankruptcy. As discussed above, the KEIP is intended to replace Existing GGP's historic equity grants for 2009 and 2010.

We do not have an executive officer stock ownership policy or guideline specifying any targeted ownership levels for executive officers. Existing GGP's insider trading policy prohibits aggressive or speculative transactions with respect to Existing GGP's securities, including short sales and the purchase or writing of put or call options. In addition, under the policy employees may not pledge or otherwise use Existing GGP's securities as collateral for a margin loan or any other loan where the obligation to repay such loan is affected by the value of Existing GGP's securities.

Existing GGP does not provide any defined benefit pension benefits or supplemental pension benefits to executive officers.

Except in very limited circumstances, Existing GGP's executive officers do not receive perquisites or other benefits that are not available to all of Existing GGP's employees.

If Existing GGP terminates either Mr. Metz's or Mr. Nolan's employment without "cause" during the term of the employment agreements, then the terminated executive is eligible (subject to execution of a release in favor of Existing GGP) to receive a lump sum severance payment equal to the executive's base salary through the end of the term and continuation of medical and dental benefits for the remainder of the term. The employment agreements also provide for a gross-up payment for certain excise taxes under Section 4999 of the Internal Revenue Code, subject to stated limits in the agreements.

Existing GGP does not have any employment contracts, severance agreements, or change-in-control agreements with any other NEOs.

Section 162(m). The Compensation Committee has considered the anticipated tax treatment to Existing GGP and its executive officers of various payments and benefits.

The Committee has determined not to limit executive compensation to that deductible under Section 162(m) of the Internal Revenue Code. The Compensation Committee will monitor the impact

to Existing GGP and consider whether any changes in the programs are warranted. However, the Compensation Committee may continue to approve compensation that does not meet the requirements of Section 162(m) if necessary to ensure competitive levels of total compensation for the executive officers.

The following tables set forth information regarding the compensation of the NEOs, who are Existing GGP's Chief Executive Officer, Chief Financial Officer and Existing GGP's three other most highly compensated officers, during the year ended December 31, 2009.

Name and Principal Position			Salary ($)(1)		Bonus ($)			Stock Awards ($)(2)			Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)			Total ($)

*Adam Metz*		2009	$	1,557,692	$	3,114,130	(4)		—			—		—	$	43,622	(5)	$	4,715,444
	Chief Executive Officer	2008	$	230,769		—		$	63,870	(5)	$	1,938,000		—	$	213,147	(5)	$	2,445,786
		2007		—		—		$	90,345	(5)		—		—	$	77,000	(5)	$	167,345
*Edmund Hoyt*		2009	$	741,346		—			—			—	$	300,000	$	12,250	(7)	$	1,053,596
	Interim Chief Financial	2008	$	485,000		—		$	149,622			—	$	105,010	$	15,478	(7)	$	755,110
	Officer	2007	$	390,000	$	50,000	(6)		—		$	466,089	$	198,508	$	11,250	(7)	$	1,115,847
*Joel Bayer*		2009	$	578,846		—			—			—	$	475,000	$	12,250	(8)	$	1,066,096
	Senior Vice President and	2008	$	500,000		—		$	161,850			—	$	94,830	$	16,071	(8)	$	772,751
	Chief Investment Officer	2007	$	486,000		—			—		$	164,983	$	247,372	$	11,250	(8)	$	909,605
*Robert Michaels*		2009	$	1,269,231		—			—			—	$	300,000	$	12,250	(9)	$	1,581,481
	Vice Chairman	2008	$	1,200,000		—		$	127,235			—	$	125,000	$	32,578	(9)	$	1,484,813
		2007	$	1,000,000	$	1,000,000	(6)		—		$	1,391,802	$	508,996	$	51,893	(9)	$	3,952,691
*Thomas Nolan, Jr.*		2009	$	1,298,077	$	2,491,304	(4)		—			—		—	$	113,080	(10)	$	3,902,461
	President and Chief	2008	$	192,308		—		$	63,870	(10)	$	1,550,400		—	$	135,547	(10)	$	1,942,125
	Operating Officer	2007		—		—		$	90,345	(10)		—		—	$	77,500	(10)	$	167,845

(1): These amounts reflect the 27 pay periods in 2009 plus an amount equal to one week of compensation for each of Messrs. Hoyt, Bayer and Michaels, as a result of the termination, by Existing GGP, of a vacation accrual plan.
(2): These amounts represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of awards and options pursuant to Existing GGP 1993 Plan, 1998 Incentive Stock Plan ("1998 Plan") and 2003 Plan.
(3): Non-Equity Incentive Plan Compensation represents amounts earned under the CVA Plan for the year shown that are paid in the following year. See the above "Compensation Discussion and Analysis" for a description of the CVA Plan.
(4): These amounts represent cash bonus payments pursuant to employment agreements.
(5): The "Stock Awards" amounts relate to restricted stock grants that Mr. Metz received as a non-employee director. The "All Other Compensation" amount for 2009 represents the sum of Existing GGP's 401(k) matching contribution ($12,250) and amounts paid by Existing GGP for medical insurance for Mr. Metz and his family that Mr. Metz had in place prior to joining Existing GGP ($31,372). The "All Other Compensation" amount for 2008 represents the sum of Existing GGP's 401(k) matching contribution ($5,769) and the sum of fees that Mr. Metz received as a non-employee director ($207,378). The "All Other Compensation" amount for 2007 represents the sum of fees that Mr. Metz received as a non-employee director.
(6): These amounts represent cash bonuses earned for the year shown that were paid in the following year.
(7): This amount represents the sum of Existing GGP 401(k) matching contribution ($12,250 in 2009, $11,250 in 2008, and $11,250 in 2007). The amount for 2008 also includes the sum of dividends on restricted stock ($4,228).
(8): This amount represents Existing GGP's 401(k) matching contribution ($12,250 in 2009, $11,500 in 2008, and $11,250 in 2007). The amount for 2008 also includes the sum of dividends on restricted stock ($4,571).
(9): This amount represents Existing GGP's 401(k) matching contribution ($12,250 in 2009, $11,500 in 2008, and $11,250 in 2007), the sum of dividends on restricted stock ($3,569 in 2008 and $15,332 in 2007) and reimbursements of certain travel expenses deemed to be personal expenses ($17,509 in 2008 and $25,311 in 2007).
(10): The "Stock Awards" amounts relate to restricted stock that Mr. Nolan received as a non-employee director. The "All Other Compensation" amount for 2009 represents the sum of Existing GGP's 401(k) matching contribution ($12,250) and relocation expenses ($100,830). The "All Other Compensation" amount or 2008 represents the sum of Existing GGP's 401(k) matching contribution ($4,808) and the sum of fees that Mr. Nolan received as a non-employee director ($130,739). The "All Other Compensation" amount for 2007 represents the sum of fees that Mr. Nolan received as a non-employee director.

The following table provides information on incentive awards made to the NEOs in 2009. These incentive awards were made pursuant to the Modified CVA Plan and the KEIP, which are both described above under "—Compensation Discussion and Analysis." No equity awards were made to the NEOs in 2009.

In the following table, threshold, target and maximum estimated possible payouts are provided. Under the terms of the Modified CVA Plan, no payments will be made if the performance target achievement level is 91% or below. As a result, the threshold payout under the Modified CVA Plan in the following table is estimated assuming a 92% performance level, the lowest whole percentage at which payment would be made under the plan. The target payout is estimated assuming a 100% performance level, while the maximum payout is estimated assuming a performance level of 109% or above (resulting in a payment of 200% of the executive's target award, which is the cap on potential awards under the Modified CVA Plan). All three payout scenarios assume that no discretion is exercised to increase or decrease the executive's payout.

For potential payouts under the KEIP in the following table, threshold awards are estimated assuming a 46% plan recovery percentage, the lowest whole percentage at which payments will be made under the KEIP. Target award estimates assume a 65% plan recovery percentage, which is the performance level at which 100% of the target payouts are due. Because payments under the KEIP are not capped, no estimates of maximum payout amounts are included.

The following table provides information on outstanding stock options and restricted stock held by the NEOs at December 31, 2009. For treatment of options under the Plan, see "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Treatment of Certain Claims under the Plan."

	Option Awards									Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date			Number of Shares of Stock That Have Not Vested (#)			Market Value of Shares of Stock That Have Not Vested ($)(1)
Adam Metz		—		—		—		—			500	(2)	$	5,780
		1,000,000		—	$	3.73		11/3/2013	(3)		—			—
Edmund Hoyt		—		—		—		—			3,171		$	36,657
		75,000		—	$	35.41		02/9/2010	(4)		—			—
		20,000		5,000	$	50.47		02/6/2011	(4)		—			—
		—		15,014	$	50.47		02/6/2011	(5)		—			—
		18,000		12,000	$	65.81		2/22/2012	(4)		—			—
		—		13,819	$	65.81		2/22/2012	(6)		—			—
Joel Bayer		—		—		—		—			3,429		$	39,639
		10,000		—	$	35.41		02/9/2010
		—		18,917	$	50.47		02/6/2011	(5)
		—		17,292	$	65.81		2/22/2012	(6)
Robert Michaels		—		—		—		—			2,677		$	30,946
		120,000		—	$	35.41		2/09/2010	(4)		—			—
		300,000		—	$	50.47		2/06/2011	(4)		—			—
		—		34,317	$	50.47		2/06/2011	(5)		—			—
		100,000		—	$	65.81		2/22/2012
		—		33,613	$	65.81		2/22/2012	(6)		—			—
Thomas Nolan, Jr.		—		—		—		—			500		$	5,780
		7,500		—	$	34.75		4/1/2010	(2)
		2,500		—	$	47.26		1/3/2011	(2)
		800,000		—	$	3.73		11/3/2013	(3)

The following table provides information on restricted stock that vested under all plans during 2009 by each of the NEOs during 2009. There were no option exercises by any of the NEOs during 2009.

None of Existing GGP's NEOs are entitled to payment of any benefits upon a change in control of Existing GGP, except that Existing GGP's 1993 Incentive Plan, 1998 Incentive Plan and 2003 Incentive Plan each provide that upon a change in control all unvested restricted stock and unvested options shall immediately become vested (unless the Compensation Committee determines otherwise).

As of December 31, 2009, the NEOs hold the following shares of unvested restricted stock and unvested options that would become vested upon a change in control. The unrealized value of the shares of unvested restricted stock and the unvested options was calculated by multiplying the closing price per share of Existing GGP's common stock on December 31, 2009 ($11.56) times the number of shares of unvested restricted stock. No value was ascribed to unvested options because the applicable exercise prices exceeded the closing price per share of Existing GGP's common stock on December 31, 2009.

The consummation of the Investment Agreements will constitute a change of control and will result in all unvested restricted stock and unvested options becoming fully vested.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information with respect to shares of Existing GGP's common stock that may be issued under Existing GGP's equity compensation plans as of December 31, 2009.

Steven Douglas was named as Existing GGP's and New GGP's Executive Vice President and Chief Financial Officer in July 2010. Had he been employed in these positions in 2009, he would be an NEO. Mr. Douglas's annual base salary is $650,000. Mr. Douglas is eligible for the Modified CVA Plan in 2010, with a target payment of 75% of his base salary, and a potential payment of 150% of his base salary. Following Existing GGP's emergence from bankruptcy, Mr. Douglas will be entitled to participate in New GGP's then applicable equity plans in a manner commensurate with his position, as determined by the Compensation Committee. Mr. Douglas will be eligible to participate in the benefit plans available to Existing GGP employees on the first of the month following one full month of employment.

As of the Effective Date, after giving effect to the issuance and distribution of our common stock pursuant to the Plan, we expect to have shares of common stock issued and outstanding. In addition, after giving effect to the issuance of warrants to purchase our common stock to the Plan Sponsors pursuant to the Investment Agreements and the Plan, we expect to have warrants to purchase shares of our common stock outstanding. The warrants will vest immediately upon issuance and are included in the table below.

The following table sets forth estimated information regarding the beneficial ownership of our common stock immediately following the effectiveness of the Plan. For the purpose of estimating the shares of New GGP common stock held by Fairholme and Pershing Square, we have assumed that Existing GGP exercised its right to reduce each of their commitments by 50%. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors." The table below sets forth such estimated beneficial ownership for:

Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

	Beneficial Ownership

Name of Beneficial Owner	Number of Shares	Percent of Total
Brookfield Investor(1)
Fairholme(2)
Pershing Square(3)
General Trust Company(4)
Adam Metz, Chief Executive Officer and Director
Steven Douglas, Executive Vice President and Chief Financial Officer
Thomas Nolan, Jr., President and Chief Operating Officer
Joel Bayer, Senior Vice President, Chief Investment Officer
Edmund Hoyt, Senior Vice President & Chief Accounting Officer
Robert Michaels, Vice Chairman
Ric Clark, Director Nominee
Bruce Flatt, Director Nominee
Cyrus Madon, Director Nominee
, Director Nominee
, Director Nominee
, Director Nominee
, Director Nominee
, Director Nominee
All directors, director nominees and executive officers as a group ( persons)

Management Inc. ("BAM"), indirectly through majority owned and controlled subsidiaries, beneficially owns 149,259,259 common shares, (ii) Future Fund Board of Guardians ("FF"), indirectly through a controlled custodian, beneficially owns 68,888,882 common shares and (iii) Stable Investment Corporation ("SIC") beneficially owns 74,629,629 common shares. Included in the number of shares directly held by REP and indirectly beneficially owned by BAM, FF and SIC are 60,000,000 shares of common stock issuable upon the exercise of warrants held by REP to acquire shares of common stock. The address of REP is Level 22, 135 King Street, Sydney NSW 2000, Australia.

(2): The shares of common stock are beneficially owned, in the aggregate, by various investment vehicles and accounts managed by Fairholme Capital Management, L.L.C. ("FCM") of which shares are owned by The Fairholme Fund, a series of Fairholme Funds, Inc. The address of FCM is 4400 Biscayne Boulevard, 9th Floor, Miami, FL 33137.
(3): The shares of common stock are beneficially held by Pershing Square Capital Management, L.P., PS Management GP, LLC and Pershing Square GP, LLC, who collectively share dispositive and voting power over all shares held for the accounts of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square V, L.P. and each of Pershing Square IV, Ltd. and Pershing Square International, Ltd., both of which are Cayman Islands exempted companies. Certain of the Pershing Square entities also have additional economic exposure to approximately notional shares of GGP common stock under cash-settled total return swaps (approximately % of our outstanding shares). The address of Pershing Square is 888 Seventh Avenue, 42nd Floor, New York, New York 10019.
(4): The shares of M.B. Capital are held directly by General Trust Company ("GTC") solely in its capacity as trustee of trusts, the beneficiaries of which are members of the Bucksbaum family which, for purposes hereof, include the spouses and descendents of Martin, Matthew and Maurice Bucksbaum, including John Bucksbaum, Chairman of the Board of the Company. GTC is a general partner of M.B. Capital Partners III ("M.B. Capital") and M.B. Capital is the sole member of M.B. Capital Units L.L.C. ("Units L.L.C."). GTC has sole beneficial ownership of shares of common stock. GTC, M.B. Capital and Units L.L.C. share beneficial ownership of shares of common stock. GTC and M.B. Capital share beneficial ownership of shares of common stock. Included in the number of shares beneficially owned by GTC, M.B. Capital, and Units L.L.C. are shares of common stock issuable upon conversion of limited partnership units in GGPLP. The address of M.B. Capital is c/o M.B. Capital Units L.L.C., 300 North Dakota Avenue, Suite 202, Sioux Falls, South Dakota 57104.

In connection with the Plan, Existing GGP entered into the Investment Agreements with the Plan Sponsors and an investment agreement with Texas Teachers. For a description of the Investment Agreements, see "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan."

In connection with the Investment Agreements, the Plan Sponsors will receive warrants to acquire common stock of New GGP. For a description of the warrants, see "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Warrants."

In connection with the Investment Agreements, the Plan Sponsors will enter into Non-Control Agreements. For a description of the Non-Control Agreements, see "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Non-Control Agreements."

In connection with the Investment Agreements, New GGP will grant various registration rights to the Plan Sponsors. As a condition to the Investment Agreements, New GGP intends to enter into registration rights agreements with each of the Plan Sponsors with respect to all registrable securities issued to or held by such Plan Sponsor. The registration rights agreements will provide for:

In addition, New GGP will grant customary piggyback registration rights to Texas Teachers and Blackstone.

Our board of directors has affirmatively determined that are independent directors under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

Our Related Party Transactions Policy is designed to assist with the proper identification, review and disclosure of related party transactions. Under this policy, our management is required to disclose to the Audit Committee any transaction between us and related parties, and the Audit Committee is responsible for reviewing and approving them. The Audit Committee may only approve a transaction

between us and a related party if the transaction is on terms that are comparable to terms we could obtain in an arm's length transaction with an unrelated third party, and either the term of the transaction does not exceed one year or we can terminate the agreement evidencing the transaction upon reasonable notice to the related party. A related party for purposes of this policy means:

This policy does not apply to transactions of a type in which all of our employees may participate, a transaction that involves compensation for services rendered to us as an employee or director, or a transaction that involves the conversion or redemption of outstanding interests in GGPLP.

In the event that the Bankruptcy Court determines that reinstatement of the Rouse notes and/or replacement notes being offered to holders of the Rouse notes pursuant to the Plan, not permitted, we expect to enter into a new $1.5 billion five-year secured term loan to fund a portion of the Plan.

We expect to enter into a revolving credit facility providing for revolving loans in the amount of $300.0 million, none of which is expected to be used to consummate the Plan.

Rouse a subsidiary of ours, issued, pursuant to an indenture dated as of February 24, 1995, as amended from time to time, between Rouse and Bank of New York Mellon (as successor to The First National Bank of Chicago), as trustee, the following series of notes:

Rouse and TRC Co-Issuer, Inc., a wholly owned subsidiary of Rouse (the "Co-Issuer"), also issued, pursuant to an indenture dated as of May 5, 2006, as amended from time to time, among Rouse, the Co-Issuer and Wilmington Trust FSB (as successor to LaSalle Bank National Association), as trustee, $800.0 million aggregate principal amount of 6³/4% notes due 2013, or the 6³/4% notes.

The Co-Issuer served as co-issuer of the 6³/4% notes in order to facilitate the initial offering and subsequent resales of the 6³/4% notes, as we believed some prospective purchases of notes may have been restricted from purchasing debt securities of limited partnerships, such as Rouse, unless the debt securities are jointly issued by a corporation.

The 7.20% notes, the 5.375% notes and the 6³/4% notes are referred to collectively as the Rouse notes. Any Rouse notes held by Plan Sponsors will be exchanged for equity in satisfaction of their commitments. As a result, we expect approximately $291 million of the 7.20% notes, $353 million of the 5.375% notes and $701 million of the 6.750% notes to remain outstanding. Pursuant to the Plan, $1.345 billion of the Rouse notes will be reinstated or the holders of such Rouse notes may elect to receive $1,000 in principal amount of new five-year notes bearing an interest rate of 6³/4% for each $1,000 principal amount of Rouse notes held by such holder. We refer to such new notes, if issued, as new Rouse notes. See "Plan of Reorganization—Treatment of Certain Claims Under the Plan."

Maturity. The 7.20% notes, the 5.375% notes and the 6³/4% notes mature on September 15, 2012, November 26, 2013 and May 1, 2013, respectively. The new Rouse notes will mature five years from the Effective Date.

Guarantee. The Rouse notes are not and any new Rouse notes will not be guaranteed.

Ranking. The 7.20% notes and the 5.375% notes are and any new Rouse notes will be senior unsecured obligations of Rouse. The 6³/4% notes are the senior unsecured obligations of Rouse and the Co-Issuer. Accordingly, they:

Optional Redemption. Rouse may redeem all or part of the Rouse notes or new Rouse notes at its option at any time at a redemption price equal to the greater of:

In addition, the new Rouse notes will be redeemable at Rouse's option as follows: on or after , 2013 at 103.375% and on or after , 2014 at 100.00%.

Covenants. The indentures governing the Rouse notes and the new Rouse notes contain certain covenants limiting:

Events of Default. Each of the following would be an event of default with respect to any series of the Rouse notes and new Rouse notes:

GGPLP, a subsidiary of Existing GGP, issued, pursuant to an indenture dated as of April 16, 2007 between GGPLP and Wilmington Trust FSB (as successor to LaSalle Bank National Association), as trustee, $1.55 billion aggregate principal amount of 3.98% exchangeable senior notes, or the GGPLP exchangeable notes.

Up to $526.0 million of the GGPLP exchangeable notes may be reinstated pursuant to the Plan, if the holders of the GGPLP exchangeable notes elect such treatment.

Ranking. The GGPLP exchangeable notes are unsecured obligations of GGPLP. Accordingly, they:

Exchange Rate. The initial exchange rate for the GGPLP exchangeable notes is 11.2717 shares of Existing GGP common stock for each $1,000 principal amount of notes surrendered for exchange, which is equivalent to an initial exchange price of $88.72 per share of Existing GGP common stock. The exchange rate will be adjusted under certain circumstances, including upon the payment of cash dividends by Existing GGP in an amount in excess of the dividend of $0.45 per share per quarter following the date of issuance of the notes, but will not be adjusted for accrued interest. In addition, if certain corporate transactions that constitute a change of control occur on or prior to April 15, 2012, and a holder elects to exchange the GGPLP exchangeable notes in connection with such transaction, the exchange rate will be increased in connection with such transaction. The exchange rate will also be adjusted as a result of the distribution of Spinco.

Exchange Rights. Holders may exchange the GGPLP exchangeable notes at the applicable exchange rate for cash, shares of Existing GGP common stock, or a combination of cash and shares of Existing GGP common stock, at GGPLP's option, if the following conditions are satisfied:

Following the consummation of the Plan, any reinstated GGPLP exchangeable notes would be exchangeable for the common stock of New GGP and New GGP would succeed to the obligations of Existing GGP under the indenture.

Redemption at the Option of GGPLP. On or after April 15, 2012, GGPLP may redeem for cash all or part of the GGPLP exchangeable notes at any time, upon not less than 30 nor more than 60 days prior notice by mail to holders of the GGPLP exchangeable notes, at 100% of the aggregate principal amount of the GGPLP exchangeable notes plus accrued and unpaid interest, if any, to the redemption date. GGPLP may not redeem the notes prior to April 15, 2012 except to maintain the status of Existing GGP as a REIT.

Repurchase at the Option of the Holders. Holders of the GGPLP exchangeable notes have the right to require GGPLP to repurchase such holders' notes on April 15, 2012, April 15, 2017 and April 15, 2022. In each case, the repurchase price will be payable in cash and will be equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any.

Events of Default. Each of the following would constitute an event of default:

GGP Capital Trust I, a statutory trust established by GGPLP, issued $206.2 million aggregate principal amount of trust preferred securities due 2036, pursuant to a note purchase agreement dated as of February 24, 2006 among GGPLP and the trustees party thereto. GGPLP, a subsidiary of Existing GGP, issued, pursuant to an indenture dated as of February 24, 2006 between GGPLP and Wilmington Trust FSB (as successor to LaSalle Bank National Association), as trustee, to GGP Capital Trust I, $206.2 million aggregate principal amount of junior subordinated debentures supporting the trust preferred securities.

The trust preferred securities will be reinstated upon Existing GGP's emergence from bankruptcy pursuant to the Plan.

Ranking. The trust preferred securities are the unsecured obligations of GGP Capital Trust I. The junior subordinated debentures are the unsecured subordinated obligations of GGPLP. Accordingly they:

Redemption at the Option of Issuer. The issuer of the trust preferred securities may, at its option, on any interest payment date on or after April 30, 2011, redeem the trust preferred securities, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest up to, but not including, the redemption date. Prior to April 30, 2011, under certain circumstances, such as if the issuer is to be considered an investment company pursuant to the Investment Company Act of 1940 or certain changes to tax laws, the issuer may redeem the trust preferred securities, in whole but not in part, at a redemption price equal to 103% of the principal amount thereof, plus any accrued interest up to but not including the redemption date.

Events of Default. Each of the following would constitute an event of default:

On Existing GGP's emergence from bankruptcy and excluding the Special Consideration Properties, New GGP is expected to have $16.2 aggregate principal amount billion of consolidated secured property level debt. Typically, our property-level debt may restrict our ability to:

Substantially all of the $16.2 billion of our consolidated secured property level debt is non-recourse; however payment of $2.3 billion of such debt is guaranteed by us and certain of our subsidiaries.

We do not believe any individual mortgage on property-level debt instrument to be material.

On Existing GGP's emergence from bankruptcy, New GGP's share of debt of its unconsolidated Real Estate Affiliates is expected to be approximately $2.5 billion.

We will issue the notes under an indenture, to be entered into upon the closing of this offering, which we refer to as the "indenture," between us and , as trustee, which we refer to as the "trustee." The terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to certain provisions of the Trust Indenture Act of 1939, as amended, which we refer to as the "Trust Indenture Act." You can obtain a copy of the indenture and the form of the notes by contacting us as described under "Where You Can Find Additional Information."

The following description is a summary of the material provisions of the notes and the indenture and does not purport to be complete. This summary is subject to, and is qualified by reference to, all the provisions of the notes and the indenture, including the definitions of certain terms used in those documents. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes.

In this description, "we," "us," "our," the "Company," or "New GGP" refer to New GGP, Inc. and its subsidiaries and the joint ventures on a consolidated basis after giving effect to the consummation of the Plan (as defined under "Glossary of Certain Defined Terms") and the related transactions, unless we state otherwise or the context indicates otherwise. "Existing GGP" or "guarantor" refers to General Growth Properties, Inc. As described under "Explanatory Note," prior to the Effective Date (as defined under "Glossary of Certain Defined Terms"), New GGP will be an indirect finance subsidiary of Existing GGP. Following the Effective Date, Existing GGP will be an indirect subsidiary of New GGP.

The notes will initially be limited to $ (if the underwriters exercise their overallotment option in full) in aggregate principal amount and will mature on January 31, 2011 (the "stated maturity date"), unless earlier redeemed or exchanged. The notes will be mandatorily exchangeable into shares of New GGP common stock on the Effective Date if the conditions specified under "—Mandatory Exchange" below are satisfied. If the notes have not been redeemed or exchanged by the stated maturity date, then on such date, New GGP will repay the notes in cash at a price equal to 100% of the aggregate principal amount of the notes plus accrued interest to, but not including, the stated maturity date. The notes will be issued in registered form, without coupons, and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof as described under "—Form and Denomination" below.

Interest on the notes will accrue at the rate of (i) 0.5% per annum from the date of issuance to and including the 90th day after issuance and (ii) 1.0% per annum after such 90th day, in each case to, but not including, the earliest of the mandatory exchange date (as defined under "—Mandatory Exchange—Conditions to Mandatory Exchange" below), the redemption date (as defined under "—Mandatory Exchange—Mandatory Redemption" below) and the stated maturity date (such earliest day, the "interest payment date"). We will pay accrued interest on the notes to holders of the notes on the interest payment date. If any day on which any payment or delivery with respect the notes must to be made is not a business day, we will make such payment or delivery, as the case may be, on the next business day (without any interest or other payment resulting from the delay). Interest on the notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, the actual number of days elapsed. The term "business day," as used herein, means a day other than a Saturday or a Sunday, a legal holiday or a day on which banking institutions or trust companies in that place of payment are authorized or obligated by law to close.

The registered holder of a note will be treated as the owner thereof for all purposes.

The gross proceeds from the offering of the notes, together with any earnings thereon, will be held in escrow (the "escrow amount") with as escrow agent, as described under "—Escrow" below, and will be released from the escrow account to New GGP on the mandatory exchange date upon satisfaction by New GGP of its obligations to pay interest on the notes and deliver shares of New GGP common stock (together with cash in lieu of any fractional shares) as described below under "—Mandatory Exchange." If the notes are not exchanged, the escrow amount will be available to satisfy New GGP's obligations to pay principal of and interest on the notes on the stated maturity date or redemption date, as applicable.

The notes will be secured by the escrow amount, will be our senior unsecured obligations to the extent our payment obligations under the notes exceed the escrow amount and will be guaranteed by Existing GGP (the "guarantee") on a senior unsecured basis. The notes will be equal in right of payment to all of our existing and future unsubordinated indebtedness and senior to any of our subordinated indebtedness. The notes will effectively rank junior to any existing and future indebtedness secured by assets other than the escrow account that we may incur to the extent of the value of the assets securing such indebtedness. The notes will be structurally subordinated to all liabilities of our subsidiaries and joint ventures. The guarantee by Existing GGP will be equal in right of payment to all of its existing and future unsubordinated indebtedness, senior to any of its subordinated indebtedness and effectively junior to its secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantee will not be secured. The indenture will not limit the amount of indebtedness that we may incur.

The notes will mandatorily exchange (the "mandatory exchange") into shares of New GGP common stock based on the exchange price (as defined below) and the escrow amount will be released from escrow to New GGP upon satisfaction of the following conditions, any of which conditions may be waived (to the extent permitted by applicable law) with the consent of the holders of a majority in aggregate principal amount of the notes (other than notes held by us or our affiliates) (the date the mandatory exchange conditions become satisfied or waived, the "mandatory exchange date"):

On the mandatory exchange date, New GGP and Existing GGP will deliver an officers' certificate, with supporting documentation, to the trustee certifying that the conditions listed above are satisfied.

We will not issue fractional shares upon exchange, as discussed under "—Fractional Shares" below.

On the mandatory exchange date, the notes will mandatorily exchange, in whole, but not in part, into a number of shares of New GGP common stock (the "exchange rate") determined by dividing (i) the principal amount of notes being exchanged by (ii) $ (the "exchange price"). No adjustments to the exchange price, including any anti-dilution adjustments, will be made (see "Risk Factors—Risks Related to this Offering—The exchange price per share may not reflect a determination of our value or the value of our common stock and —Holders of the notes have only limited debt holders' rights and do not have the benefit of any anti-dilution adjustments").

On the mandatory exchange date or as soon as reasonably practicable thereafter, certificates representing common shares will be issued and delivered to you or your designee upon presentation and surrender of the certificate evidencing your notes, to the exchange agent if the notes are held in certificated form, and upon compliance with some additional procedures. If a holder's interest is a beneficial interest in a global note, a book-entry transfer through DTC will be made by the exchange agent upon compliance with the depositary's procedures for converting a beneficial interest in a global note.

Payments of interest and cash in lieu of fractional shares and a stock certificate or certificates, will be delivered to the holder, or in the case of a global note, a book-entry transfer through DTC will be made by the exchange agent.

The persons entitled to receive the shares of our common stock issuable upon the mandatory exchange of the notes will be treated as the record holder(s) of such shares as of 9:00 a.m., New York City time, on the mandatory exchange date. Prior to 9:00 a.m. New York City time on the mandatory exchange date, the shares of our common stock issuable upon exchange of the notes will not be deemed to be outstanding for any purpose, and holders of the notes will have no rights with respect to such shares of our common stock by virtue of holding the notes, including voting rights, rights to

respond to tender offers and rights to receive any dividends or other distributions on the common stock.

No fractional shares of our common stock will be issued to holders of the notes upon exchange. In lieu of any fractional shares of common stock otherwise issuable in respect of the aggregate principal amount of notes of any holder that are exchanged, that holder will be entitled to receive an amount in cash (computed to the nearest cent) equal to the same fraction of the closing price of Existing GGP's common stock (as reported on the New York Stock Exchange or, if not so reported, as otherwise determined in accordance with the terms of the indenture) on the business day immediately preceding the mandatory exchange date.

The number of shares of our common stock issuable to any holder of the notes upon exchange will be computed on the basis of the aggregate principal amount of notes surrendered by such holder.

If one or more of the conditions described under "—Mandatory Exchange—Conditions to Mandatory Exchange" has not been satisfied or properly waived, the notes will be redeemed on the Effective Date (the "emergence redemption date") at a redemption price in cash equal to 100% of the aggregate principal amount of notes plus accrued interest to, but not including, the emergence redemption date, and the escrow amount will be available therefor.

Additionally, if, at any time prior to the earlier of the mandatory exchange date and the fifth business day before the stated maturity date, Existing GGP determines (i) not to pursue the transactions under the Brookfield Investor Agreement or (ii) to pursue a plan of reorganization or other transaction (whether with Brookfield Asset Management Inc. or its affiliates or otherwise) that does not require the common equity capital provided by the exchange of the notes, New GGP will redeem the notes, in whole, but not in part, on the date it specifies as described below (the "transaction redemption date" and each of the transaction redemption date and the emergence redemption date, a "redemption date"), at a redemption price in cash equal to 100% of the aggregate principal amount of the notes plus accrued interest to, but not including the transaction redemption date (the "redemption price"), and the escrow amount will be available therefor.

Within two business days after making the determination described in the previous paragraph, New GGP will provide the trustee and the holders of the notes with a notice, issue a press release announcing such determination and post such press release on its website. The notice will also set forth, among other things, (i) the redemption date, which will be five business days after such determination is made, (ii) the redemption price and (iii) an explanation of the determination giving rise to the redemption.

(b) our failure to issue shares of our common stock with respect to the exchange of any note;

(c) the indenture, the guarantee or the escrow agreement is (i) terminated other than in accordance with its terms, (ii) revoked by New GGP or Existing GGP, as applicable, (iii) declared void, invalid, or unenforceable, or (iv) challenged in writing by New GGP or Existing GGP;

(d) our failure to comply with the terms of the escrow agreement in all material respects; and

(e) certain events of bankruptcy, insolvency or reorganization of New GGP or any of its material subsidiaries.

We are required to deliver to the trustee a quarterly statement regarding compliance with the indenture, and include in such statement, if any officer of the Company is aware of any default or event of default, a statement specifying such default or event of default and what action the Company is taking or proposes to take with respect thereto. In addition, the Company is required to deliver to the trustee prompt written notice of the occurrence of any default or event of default.

If an event of default shall have occurred and is continuing under the indenture, the trustee by notice to the Company, or the holders of at least 25% in principal amount of the notes then outstanding by notice to the Company and the trustee, may declare all notes to be due and payable immediately (other than an event of default specified in clause (c) and clause (e) above, in which case no declaration of acceleration or notice shall be required). Upon such acceleration, the principal amount of notes, together with all accrued and unpaid interest up to, but excluding, the date of acceleration, shall become immediately due and payable. The holders of a majority in principal amount of the notes then outstanding by written notice to the trustee and the Company may waive such default or event of default (other than any default or event of default in payment of principal or interest) on the notes under the indenture. Holders of a majority in principal amount of the then outstanding notes may rescind an acceleration and its consequence (except an acceleration due to nonpayment of principal or interest) if the rescission would not conflict with any judgment or decree and if all existing events of default have been cured or waived.

The holders of the notes may not enforce the provisions of the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the notes then outstanding may direct the trustee in its exercise of any trust or power; provided, however, that such direction does not conflict with the terms of the indenture. The trustee may withhold from the holders notice of any continuing default or event of default if the trustee determines that withholding such notice is in the holders' interest.

Book-entry and other indirect owners should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel acceleration of the stated maturity.

will act as the initial trustee, exchange agent, paying agent, transfer agent and registrar with respect to the notes.

The gross proceeds from the offering of the notes will be deposited into an escrow and security account with an insured depositary institution which will be selected by New GGP and will act as the escrow agent with respect to the notes. The escrow agent may be the same as the trustee under the indenture governing the notes. The gross proceeds from the offering of the notes, together with any earnings thereon, will be released to New GGP from the escrow on the mandatory exchange date upon satisfaction by New GGP of its obligations to pay interest on the notes (as described under "—General") and deliver shares of New GGP common stock (together with cash in lieu of any

fractional shares) as described below under "—Mandatory Exchange." If the notes are not exchanged, the escrow amount will be available to satisfy New GGP's obligations to pay principal of and interest on the notes on the stated maturity date or redemption date, as applicable.

The holders of notes will have a first priority security interest in the escrow amount.

The escrow agent may, but is not required to, invest the escrow amount at the direction of New GGP in permitted investments in such a way that the escrow amount will be immediately available on the mandatory exchange date, redemption date or stated maturity date, as applicable. Any income received from such investments will also be placed in escrow.

As used herein, "permitted investments" means the following investments so long as they have maturities that do not exceed 365 days: (a) marketable securities issued by the U.S. Government and supported by the full faith and credit of the U.S. Treasury, either by statute or an opinion of the Attorney General of the United States; (b) marketable debt securities, rated Aaa by Moody's Investor's Service ("Moody's") and AAA by Standard & Poor's Corporation ("Standard & Poor's"), issued by U.S. Government-sponsored enterprises, U.S. Federal agencies, U.S. Federal financing banks, and international institutions whose capital stock has been subscribed for by the United States; and (c) commercial paper of any corporation incorporated under the laws of the United States or any state thereof which on the date of the investment is rated P-1 by Moody's and at least A-1 by Standard & Poor's.

Subject to certain exceptions, the indenture may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the notes then outstanding, and any existing default or event of default (other than any continuing default or event of default in the payment of interest on or the principal of the notes) under, or compliance with any provision of, the indenture may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding. In determining whether the holders of the requisite principal amount of outstanding notes have given any request, demand, authorization, direction, notice, consent or waiver thereunder or whether a quorum is present at a meeting of holders of notes, the indenture will provide that notes owned by us or Existing GGP, New GGP or any affiliate of ours or of Existing GGP or New GGP shall be disregarded.

The right of any holder of the notes to participate in any consent required or sought pursuant to any provision of the indenture (and the obligation of New GGP to obtain any such consent otherwise required from such holder) may be subject to the requirement that such holder shall have been the holder of record of the notes with respect to which such consent is required or sought as of a date identified by the trustee in a notice furnished to holders in accordance with the terms of the indenture.

We may amend the indenture without the approval of each holder of the notes affected in certain limited circumstances. These changes generally are limited to changes to cure any ambiguity, defect or inconsistency; to add additional covenants or events of default; to add additional security for the notes; to evidence the successor of another corporation or entity to our obligations under the indenture; to make any change that does not adversely affect the legal rights under the indenture of any holder of the notes; to comply with or qualify the indenture under the Trust Indenture Act.

Any other change to the indenture and the notes would require approval of the holders of a majority in aggregate principal amount of holders affected.

Book-entry and other indirect owners should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the notes.

The indenture, the notes and the guarantee will be governed by, and construed in accordance with, the laws of the State of New York.

The notes will initially be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will initially be represented by one or more permanent global notes, deposited with a custodian for and registered in the name of a nominee of DTC. Beneficial interests in the global note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except under limited circumstances, notes in certificated form will not be issued in exchange for the global note or interests therein.

Holders of certificated notes may exchange their notes for notes of smaller denominations or combined into fewer notes of larger denominations, as long as the total principal amount is not changed.

Holders of certificated notes may exchange or transfer their notes at the office of the trustee. They may also replace lost, stolen, destroyed or mutilated notes at that office. We have appointed the trustee to act as our agent for registering notes in the names of holders and transferring and replacing notes. We may appoint another entity to perform these functions or perform them ourselves.

Holders will not be required to pay a service charge to transfer or exchange their notes, but they may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder's proof of legal ownership. The transfer agent may require an indemnity before replacing any notes.

We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

The notes will be issued in the form of one or more fully-registered global notes in book-entry form, which will be deposited with, or on behalf of, DTC and registered in the name of DTC's nominee, Cede & Co. Except as set forth below, the global notes may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.

So long as DTC or its nominee is the registered owner of a global note, DTC or its nominee, as the case may be, will be considered the sole holder of the notes represented by such global note for all purposes under the indenture and the beneficial owners of the notes will be entitled only to those rights and benefits afforded to them in accordance with DTC's regular operating procedures. Upon specified written instructions of a participant in DTC, DTC will have its nominee assist participants in the exercise of certain holders' rights, such as demand for acceleration of maturity or an instruction to the trustee. Except as provided below, owners of beneficial interests in a global note will not be entitled to have notes registered in their names, will not receive or be entitled to receive physical delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the indenture.

If (i) DTC is at any time unwilling or unable to continue as depositary with respect to the notes or if at any time DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days, (ii) an event of default under the indenture relating to the notes has occurred and is continuing, or (iii) we, in our sole discretion, determine at any time that the notes shall no longer be represented by a global note, we will issue individual notes in certificated form and in the applicable principal amount in exchange for the notes represented by the global note. In any such instance, an owner of a beneficial interest in a global note will be entitled to physical delivery of individual notes in certificated form in the form and denomination described under "—Form and Denomination" above, equal in principal amount to such beneficial interest and to have the notes in certificated form registered in its name.

DTC will act as securities depositary for the notes. The notes will be issued as fully-registered notes registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. Generally, one fully registered global note will be issued for all of the principal amount of the notes.

DTC, the world's largest depositary, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 2,000,000 issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 85 countries that DTC's direct participants deposit with DTC.

DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants' accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, as well as by The New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non- U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. DTC has Standard & Poor's highest rating: AAA. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

Purchases of the notes under the DTC system must be made by or through direct participants, which will receive a credit for the notes on DTC's records. The beneficial interest of each actual purchaser of each note is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of beneficial interests in the notes are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their beneficial interests in notes, except in the event that use of the bookentry system for the notes is discontinued. The laws of some states require that certain persons take physical delivery in definitive form of securities which they own. Such limits and such laws may impair the ability of such persons to own, transfer or pledge beneficial interests in a global note.

To facilitate subsequent transfers, all notes deposited by direct participants with DTC will be registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of the notes with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes; DTC's records reflect only the identity of the direct participants to whose accounts the notes will be credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of the notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the notes, such as redemption, tenders, defaults, and proposed amendments to the security documents. For example, beneficial owners of the notes may wish to ascertain that the nominee holding the notes for their benefit has agreed to obtain and transmit notices to beneficial owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar of the notes and request that copies of the notices be provided to them directly. Any such request may or may not be successful.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the notes unless authorized by a direct participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the regular record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

We will pay principal of and interest on the notes in same-day funds to the trustee and from the trustee to DTC, or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts on the applicable payment date in accordance with their respective holdings shown on DTC's records upon DTC's receipt of funds and corresponding detail information. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of these participants and not of us, the trustee, DTC, or any other party, subject to any statutory or regulatory requirements that may be in effect from time to time. Payment of principal and interest to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is the responsibility of us or the trustee, disbursement of such payments to direct participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the direct or indirect participants.

We will send any redemption notices to DTC. The requirement for physical delivery of notes in connection with a mandatory redemption or mandatory exchange will be deemed satisfied when the ownership rights in the notes are transferred by direct participants on DTC's records and followed by a book-entry credit of tendered notes to the exchange agent's DTC account.

DTC may discontinue providing its services as securities depositary for the notes at any time by giving us reasonable notice. Under such circumstances, if a successor securities depositary is not obtained, we will print and deliver certificated notes. We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depositary). In that event, we will print and deliver certificated notes.

None of us, Existing GGP, the underwriters or the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of the beneficial interests in a global note, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

The information in this section concerning DTC and DTC's system has been obtained from sources that we believe to be reliable, but we take no responsibility for its accuracy.

Notices to be given to holders of a global note will be given only to the depositary, in accordance with its applicable policies as in effect from time to time. Notices to be given to holders of notes not in global form will be sent by mail to the respective addresses of the holders as they appear in the trustee's records, and will be deemed given when mailed. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

Book-entry and other indirect owners should consult their banks or brokers for information on how they will receive notices.

New GGP was incorporated as a Delaware corporation on July 1, 2010. Our authorized capital stock currently consists of 1,000 shares of common stock, no par value per share.

As of July 9, 2010, 100 shares of our common stock were issued and outstanding and no shares of preferred stock were issued and outstanding. Our common stock is not listed on any national securities exchange. An application will be made to list our common stock on the NYSE under the symbol "GGP." It is a condition to the mandatory exchange of the notes that our common stock issuable upon exchange of the notes has been authorized for listing on the NYSE.

Holders of outstanding shares of our common stock shall have the right to vote on all questions to the exclusion of all other stockholders, each holder of record of our common stock being entitled to one vote for each share of common stock standing in the name of the stockholder on the books of New GGP, except as otherwise required by law, provided in our certificate of incorporation, as it may be amended from time to time, or provided in our certificates of designations and any resolution adopted by the our board of directors with respect to any series of capital stock subsequently established. Under the Brookfield Investor Agreement, Brookfield Investor will be provided with preemptive rights to purchase our common stock and Spinco common stock as necessary to allow it to maintain its proportional ownership interest in us and Spinco on a fully diluted basis, even though other holders of outstanding shares of our common stock will not have such preemptive rights. Any such offering could dilute the holders of outstanding shares of our common stock's investment in us.

The following summary description of our common stock does not purport to be complete and is qualified in its entirety by reference to the actual terms and provisions of our certificate of incorporation and bylaws, copies of which will be filed as exhibits to the registration statement of which this prospectus is part.

Prior to the consummation of the Plan, we intend to amend and restate our certificate of incorporation and bylaws, summarized below.

Upon the satisfaction of the mandatory exchange conditions (or waiver, to the extent permitted by applicable law, by the holders of a majority in aggregate principal amount of notes), which include the consummation of the Plan and the consummation of the transactions contemplated by the Brookfield Investor Agreement, the notes are mandatorily exchanged, in whole, into shares of our common stock, shares of New GGP's common stock will be outstanding and warrants to purchase 120 million shares will be outstanding. In addition, we intend to authorize shares of preferred stock, described below.

Generally, for us to qualify as a REIT under the Code for a taxable year, the following conditions (among others) must be satisfied:

Accordingly, our certificate of incorporation contains provisions which limit the value of our outstanding capital stock that may be owned by any stockholder. We refer to this limit as the "Ownership Limit."

Subject to certain exceptions, the Ownership Limit provides that no stockholder may own, or be deemed to own by virtue of the applicable attribution provisions of the Code, more than the Ownership Limit. The Ownership Limit is set at 9.9% of the value of the outstanding capital stock. The board of directors may waive the 9.9% Ownership Limit in certain circumstances, including pursuant to the Investment Agreements, which provides that the board of directors may waive such restriction subject to the applicable Plan Sponsor making certain representations and covenants.

Our board of directors may waive the Ownership Limit if presented with satisfactory evidence that such ownership will not jeopardize our status as a REIT. As a condition of such waiver, our board of directors may require opinions of counsel satisfactory to it and/or an undertaking from the applicant with respect to preserving our REIT status. The Ownership Limit will not apply if the board of directors and the holders of capital stock determine that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. If shares of capital stock in excess of the Ownership Limit, or shares which would cause us to be beneficially owned by fewer than 100 persons, are issued or transferred to any person, such issuance or transfer shall be null and void and the intended transferee will acquire no rights to such shares.

Our certificate of incorporation further provides that upon a transfer or other event that results in a person owning (either directly or by virtue of the applicable attribution rules) capital stock in excess of the applicable Ownership Limit (referred to as "Excess Shares"), such person (known as a "Prohibited Owner") will not acquire or retain any rights or beneficial economic interest in such Excess Shares. Rather, the Excess Shares will be automatically transferred to a person or entity unaffiliated with and designated by us to serve as trustee of a trust for the exclusive benefit of a charitable beneficiary to be designated by us within five days after the discovery of the transaction which created the Excess Shares. The trustee shall have the exclusive right to designate a person who may acquire the Excess Shares without violating the applicable ownership restrictions (a "Permitted Transferee") to acquire any and all of the shares held by the trust. The Permitted Transferee must pay the trustee valuable consideration (whether in a public or private sale) for the Excess Shares. The trustee shall pay to the Prohibited Owner the lesser of (a) the value of the shares at the time they became Excess Shares and (b) the price received by the trustee from the sale of the Excess Shares to the Permitted Transferee. The beneficiary will receive the excess of (a) the sale proceeds from the transfer to the Permitted Transferee over (b) the amount paid to the Prohibited Owner, if any, in addition to any dividends paid with respect to the Excess Shares.

The Ownership Limit will not be automatically removed even if the REIT provisions of the Code are changed so as to no longer contain any ownership concentration limitation or if the ownership concentration limitation is increased. Except as otherwise described above, any change in the Ownership Limit would require an amendment to our certificate of incorporation. In addition to preserving our status as a REIT, the Ownership Limit may preclude an acquisition of control of New GGP without the approval of our board of directors.

All certificates representing capital stock will bear a legend referring to the restrictions described above.

Our board of directors will be divided into three classes of directors. Directors of each class are chosen for three-year staggered terms.

Our certificate of incorporation will provide that no director will be personally liable for monetary damages to New GGP or to our stockholders for breach of fiduciary duty as a director, except for liability to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or hereafter be amended. Any amendment, modification or repeal of any provision of our amended and restated certificate of incorporation that is inconsistent with the foregoing will not adversely affect any right or protection of a director in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Our amended and restated certificate of incorporation will provide that we will indemnify and hold harmless each of our officers and directors. The indemnification provisions provide that we indemnify our officers and directors to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, and advance to our officers and directors all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. In addition, we may, by action of our Board of Directors, provide indemnification to our employees and agents with the same (or lesser) scope and effect as the foregoing indemnification of directors and officers.

We are a Delaware corporation and will continue to be subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an "interested stockholder" (defined generally as a person owning 15% or more of our outstanding voting stock) from engaging in a "business combination" (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:

Under Section 203, these restrictions do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of one of certain extraordinary transactions involving New GGP and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of such directors then in office.

Upon Existing GGP's emergence from bankruptcy, New GGP will not have a shareholder rights plan (or "poison pill"). Existing GGP's shareholder rights plan will be eliminated as part of the Plan.

Our amended and restated certificate of incorporation will provide that our Board of Directors is authorized to provide for the issuance of shares of preferred stock in one or more series and, by filing a certificate of designations pursuant to the applicable law of the State of Delaware (hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series of Preferred Stock include, but not be limited to, determination of the following:

Series C Preferred Stock. Upon the consummation of the Plan, we intend to designate 71,320 of the authorized shares of New GGP Preferred Stock as Series C Preferred Stock. The Series C Preferred Stock will have a liquidation value of $1,000 per share, and it is expected that no shares will be outstanding on the Effective Date of the Plan.

Each share of Series C Preferred Stock will be entitled to quarterly cumulative cash dividends equal to the greater of (i) of $21.25 and (ii) the amount of the regular quarterly cash dividends for such dividend period upon the number of shares of Common Stock (or portion thereof) into which such Series C Preferred Stock is then convertible; provided, that no payment will be made on account of clause (ii) after June 10, 2017.

The Series C Preferred Stock will be convertible at a holder's option into shares of New GGP Common Stock until June 10, 2017. The initial conversion ratio will be 20 shares of New GGP

Common Stock per share of Series C Preferred Stock and will be subject to customary adjustments for certain share splits and dividends. The liquidation value of the Series C Preferred Stock will be $1,000 plus accrued and unpaid dividends. The Series C Preferred Stock, if issued and outstanding, will rank senior to the New GGP Common Stock. Except as required by law and with certain exceptions, the Series C Preferred Stock will not have voting rights.

Pursuant to the Investment Agreements, upon the closing of the investments by each of the Plan Sponsors and after giving effect to the Blackstone Designation, New GGP will issue:

These exercise prices of these warrants will be subject to adjustment as provided in the related warrant and registration rights agreements. Each such warrant will be immediately exercisable and will have a term of seven years from the closing date of the investments.

Certain holders of GGPLP common units may continue to have certain redemption, conversion or registration rights in respect of the common units following Existing GGP's emergence from bankruptcy. Any such exchange or conversion rights will be satisfied with the common stock of New GGP rather than the common stock of Existing GGP following Existing GGP's emergence from bankrupcty, and any such registration rights will apply to the common stock of New GGP rather than to the common stock of Existing GGP.

The transfer agent and registrar for the common stock is BNY Mellon, New York, New York.

We are offering the notes described in this prospectus through the underwriters named below. are the book-running managers of this offering and the representatives of the underwriters. We have entered into an underwriting agreement with the representatives. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase the principal amount of notes listed next to its name in the following table.

The underwriting agreement provides that the underwriters must buy all of the notes if they buy any of them. However, the underwriters are not required to take or pay for the notes covered by the underwriters' over-allotment option described below.

On the mandatory exchange date, each $1,000 principal amount of notes will be exchanged at a rate equal to a number, rounded upward or downward to the nearest 1/10,000th of a share (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share), equal to the quotient of (i) $1,000 divided by (ii) the conversion price. The conversion price will be established through the book building process and the value that investors place on New GGP's common stock. We expect investors to consider, among other factors, the pro forma capital structure, net debt, pro forma FFO, NOI and Adjusted EBITDA, and the growth prospects of New GGP in establishing the exchange price.

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.

We have granted the underwriters an option to buy up to an aggregate of $ additional principal amount of notes. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. The underwriters may exercise this option on or before the earlier of 30 days from the date of this prospectus and the earliest of the mandatory exchange date, redemption date and maturity date. If the underwriters exercise this option, they will each purchase an additional principal amount of notes approximately in proportion to the amounts specified in the table above.

Notes sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus. Any notes sold by the underwriters to securities dealers may be sold at a discount from the public offering price of up to % of the principal amount of the notes. Sales of notes made outside the United States may be made by affiliates of the underwriters. If all the notes are not sold at the public offering price, the representative may change the offering price and the other selling terms. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the notes at the prices and upon the terms stated therein.

The following table shows the per note and total underwriting discounts and commissions we will pay to the underwriters assuming both no exercise and full exercise of the underwriters' option to purchase an additional principal amount of notes.

We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions, will be approximately $ .

Existing GGP, New GGP and each of their executive officers, directors and certain significant stockholders have entered into lock-up agreements with the underwriters. Under these agreements, subject to certain exceptions, we and each of these persons may not, without the prior written approval of the representatives, offer, sell, contract to sell or otherwise dispose of, directly or indirectly, or hedge our common stock or securities convertible into or exchangeable or exercisable for our common stock. These restrictions will be in effect for a period of days after the date of this prospectus. At any time and without public notice, , may, in its sole discretion, release some or all of the securities from these lock-up agreements.

We have agreed to indemnify the underwriters against certain liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

New GGP's common stock is not listed on any national securities exchange. An application will be made to list New GGP's common stock on the NYSE under the symbol "GGP."

We do not intend to apply to list the notes on any national securities exchange. We expect the notes to trade on the Pink Sheets.

In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of the notes, including:

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while this offering is in progress. These transactions may also include making short sales of notes, which involve the sale by the underwriters of a greater number of notes than they are required to purchase in this offering, and purchasing notes on the open market to cover positions created by short sales. Short sales may be "covered short sales,"

which are short positions in an amount not greater than the underwriters' over-allotment option referred to above, or may be "naked short sales," which are short positions in excess of that amount.

The underwriters may close out any covered short position by either exercising their over-allotment option, in whole or in part, or by purchasing notes in the open market. In making this determination, the underwriters will consider, among other things, the price of notes available for purchase in the open market as compared to the price at which they may purchase notes through the over-allotment option.

Naked short sales are short sales made in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing notes in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the notes in the open market that could adversely affect investors who purchased in this offering.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased notes sold by or for the account of that underwriter in stabilizing or short covering transactions.

As a result of these activities, the price of the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. The underwriters may carry out these transactions on The NASDAQ Stock Market, in the over-the-counter market or otherwise.

Certain of the underwriters and their affiliates have in the past provided, are currently providing and may in the future from time to time provide, investment banking and other financing, trading, banking, research, transfer agent and trustee services to the Company or its subsidiaries for which they have in the past received, and may currently or in the future receive, customary fees and expenses. Certain of the underwriters have previously been and may become our lenders in connection with our new revolving credit facility.

In relation to each Member State of the European Economic Area, or EEA, which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from, and including, the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), an offer to the public of the notes which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State, except that, with effect from, and including, the Relevant Implementation Date, an offer to the public in that Relevant Member State of the notes may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

As used above, the expression "offered to the public" in relation to any of the notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The EEA selling restriction is in addition to any other selling restrictions set out in this prospectus.

This prospectus is only being distributed to and is only directed at: (1) persons who are outside the United Kingdom; (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (3) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (1)-(3) together being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

The Prospectus does not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations ("CO") and the notes will not be listed on the SIX Swiss Exchange. Therefore, the Prospectus may not comply with the disclosure standards of the CO and/or the listing rules (including any prospectus schemes) of the SIX Swiss Exchange. Accordingly, the notes may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors, which do not subscribe to the notes with a view to distribution.

This prospectus is not a formal disclosure document and has not been, nor will be, lodged with the Australian Securities and Investments Commission. It does not purport to contain all information that an investor or their professional advisers would expect to find in a prospectus or other disclosure document (as defined in the Corporations Act 2001 (Australia)) for the purposes of Part 6D.2 of the Corporations Act 2001 (Australia) or in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia), in either case, in relation to the notes.

The notes are not being offered in Australia to "retail clients" as defined in sections 761G and 761GA of the Corporations Act 2001 (Australia). This offering is being made in Australia solely to "wholesale clients" for the purposes of section 761G of the Corporations Act 2001 (Australia) and, as such, no prospectus, product disclosure statement or other disclosure document in relation to the notes has been, or will be, prepared.

This prospectus does not constitute an offer in Australia other than to wholesale clients. By submitting an application for the notes, you represent and warrant to us that you are a wholesale client

for the purposes of section 761G of the Corporations Act 2001 (Australia). If any recipient of this prospectus is not a wholesale client, no offer of, or invitation to apply for, the notes shall be deemed to be made to such recipient and no applications for the notes will be accepted from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for the notes you undertake to us that, for a period of 12 months from the date of issue of the notes, you will not transfer any interest in the notes to any person in Australia other than to a wholesale client.

The notes may not be offered or sold in Hong Kong, by means of this prospectus or any document other than (i) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (ii) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong). No advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and the notes will not be offered or sold, directly or indirectly, in Japan, or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan, or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

This document has not been registered as a prospectus with the Monetary Authority of Singapore and in Singapore, the offer and sale of the notes is made pursuant to exemptions provided in sections 274 and 275 of the Securities and Futures Act, Chapter 289 of Singapore ("SFA"). Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA pursuant to Section 274 of the SFA, (ii) to a relevant person as defined in section 275(2) of the SFA pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with the conditions (if any) set forth in the SFA. Moreover, this document is not a prospectus as defined in the SFA. Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. Prospective investors in Singapore should consider carefully whether an investment in the notes is suitable for them.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

In addition, investors in Singapore should note that the notes acquired by them are subject to resale and transfer restrictions specified under Section 276 of the SFA, and they, therefore, should seek their own legal advice before effecting any resale or transfer of their notes.

The following is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of notes and common stock into which the notes are convertible. Except where noted, this summary deals only with notes and common stock held as capital assets by beneficial owners of the notes who purchase notes in this offering at their issue price. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, (the "Code"), regulations promulgated thereunder and judicial and administrative rulings and decisions now in effect, all of which are subject to change or differing interpretations, possibly with retroactive effect. This summary does not purport to address all aspects of U.S. federal income taxation that may affect particular investors in light of their individual circumstances, or certain types of investors subject to special treatment under the U.S. federal income tax laws, such as persons that mark to market their securities, financial institutions (including banks), individual retirement and other tax-deferred accounts, tax-exempt organizations, regulated investment companies, REITs, "controlled foreign corporations", "passive foreign investment companies", broker-dealers, former U.S. citizens or long-term residents, life insurance companies, persons that hold notes as part of a hedge against currency or interest rate risks or that hold notes as part of a straddle, conversion transaction or other integrated investment, or U.S. holders that have a functional currency other than the U.S. dollar. This discussion does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction or any estate, gift or alternative minimum tax consequences.

For purposes of this summary, a "U.S. holder" is a beneficial owner of a note or common stock that is, for U.S. federal income tax purposes:

For purposes of this summary, a "non-U.S. holder" is a beneficial owner of a note or common stock that is not a U.S. holder or a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes).

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of notes or common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors about the U.S. federal income tax considerations of the purchase, ownership and disposition of the notes.

The tax classification of the notes is uncertain. An investment in the notes could be treated as an investment in a prepaid forward contract, an investment in debt, or an investment in equity. We have not requested, and do not intend to request, a ruling from the IRS with respect to this classification or with respect to any of the U.S. federal income tax consequences described below. We intend to take

the position that, and the following disclosure assumes that, the notes are properly treated as debt convertible into equity for U.S. federal income tax purposes. However, there can be no assurance that the IRS will not disagree with or successfully challenge this position or any of the conclusions set forth herein. If you are considering investing in the notes, you should consult your own tax advisor with respect to your particular tax consequences of owning and disposing of the notes, including the consequences under the laws of any state, local or non-U.S. jurisdiction.

Because the term of the notes is not more than one year, the notes will be treated as short-term obligations for U.S. federal income tax purposes. Accrual-method holders, and cash-method holders who so elect, are generally required to accrue interest on short-term notes on a straight-line basis. Cash-method holders who do not elect to accrue the interest in income currently should include interest paid on the notes upon its receipt.

To the extent you have not previously included interest income with respect to a note, you may be required to defer deductions for interest paid on indebtedness incurred to purchase or carry the note until maturity or until you dispose of the note in a taxable transaction. You should consult your tax adviser regarding the possibility of this deferral.

Unless a nonrecognition provision applies and subject to the discussion following, upon a sale, redemption or other taxable disposition of a note, you generally will recognize capital gain or loss in an amount equal to the difference, if any, between the amount realized on the sale or other taxable disposition (excluding amounts attributable to accrued but unpaid interest, which will be taxable to you as ordinary interest income to the extent not previously included in income) and your adjusted tax basis in the note. Your adjusted tax basis generally will be the cost of the note. Your ability to offset ordinary income with capital losses is subject to limitations.

You will not recognize any income, gain or loss on the conversion of your notes if you receive solely shares of common stock except to the extent of cash received in lieu of a fractional share of common stock. The amount of gain or loss on the deemed sale of such fractional share will be equal to the difference between the amount of cash you receive in respect of such fractional share and the portion of your tax basis in your note that is allocable to the fractional share. The tax basis of the shares of common stock received upon a conversion will equal the adjusted tax basis of the note that was converted, reduced by the portion of the tax basis that is allocable to any fractional share. Your holding period for shares of common stock will include the period during which you held the notes.

If, after you convert a note into common stock, we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of that stock, the distribution will be treated as a dividend to the extent it is paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Dividends, other than capital gain dividends, and certain amounts that have been previously subject to corporate level tax, discussed below, will be taxable to U.S. holders as ordinary income. As long as we qualify as a REIT, these

distributions will not be eligible for the dividends-received deduction in the case of U.S. holders that are corporations.

To the extent that we make distributions on shares of our common stock in excess of our current and accumulated earnings and profits, the amount of these distributions will be treated first as a tax-free return of capital to a U.S. holder. This treatment will reduce the U.S. holder's adjusted tax basis in the U.S. holder's shares of our common stock by the amount of the distribution, but not below zero. The amount of any distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder's adjusted tax basis in the holder's shares will be taxable as capital gain. The gain will be taxable as long-term capital gain if the shares have been held for more than one year at the time of the distribution. Distributions that we declare in October, November, or December of any year and that are payable to a holder of record on a specified date in any of these months will be treated as both paid by us and received by the holder on December 31 of that year, provided we actually pay the distribution on or before January 31 of the following calendar year. U.S. holders may not include in their own income tax returns any of our net operating losses or capital losses.

As stated above, we intend to pay dividends on our common stock in the future in order to maintain our REIT status, and not be subject to corporate level federal income tax, using a combination of cash and common stock. To the extent that we pay a portion of a dividend in shares of our common stock, U.S. holders may be required to pay tax on the entire amount distributed, including the portion paid in shares of our common stock, in which case the holders might be required to pay the tax using cash from sources other than the Company. If a U.S. holder sells the shares of our common stock that the holder receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our shares of common stock at the time of the sale.

Dividends that we properly designate as capital gain dividends will be taxable to our U.S. holders as a gain from the sale or disposition of a capital asset held for more than one year, to the extent that the gain does not exceed our actual net capital gain for the taxable year, without regard to the period for which the U.S. holder has held our common stock. We are required to designate which maximum rate bracket is applicable to each category of capital gain dividends, which currently (for tax years through 2010) are taxable to non-corporate U.S. holders at a 15% or 25% rate. If we fail to designate the applicable bracket, all capital gain dividends will be taxable to non-corporate U.S. holders at the 25% rate. Corporate stockholders, however, may be required to treat up to 20% of capital gain dividends as ordinary income.

We may elect to retain, rather than distribute as a capital gain dividend, all or a portion of our net capital gain. If we make this election, we will pay tax on our retained net capital gains. In addition, to the extent we so elect, a U.S. holder generally will:

A portion of distributions out of our current or accumulated earnings and profits may constitute "qualified dividend income" to the extent that the amount is attributable to amounts described below, and we properly designate the amount as "qualified dividend income." The maximum amount of our distributions eligible to be designated as qualified dividend income for a taxable year is equal to the sum of:

You will generally recognize capital gain or loss on a sale or other disposition of common stock. Your gain or loss will equal the difference between the proceeds you received and your adjusted tax basis in the common stock. The proceeds received will include the amount of any cash and the fair market value of any other property received for the common stock. If you are a non-corporate U.S. holder and your holding period for the common stock at the time of the sale or other disposition exceeds one year, such capital gain generally will, under current law, be subject to a reduced federal income tax rate. Your ability to offset ordinary income with capital losses is subject to limitations.

Payments of interest on the notes generally will not be subject to U.S. federal income tax or withholding tax, so long as you:

The certification requirements generally will be satisfied if the non-U.S. holder provides the applicable withholding agent with a statement on IRS Form W-8BEN (or suitable substitute or successor form), together with all appropriate attachments, signed under penalties of perjury, stating, among other things, that such non-U.S. holder is not a United States person (within the meaning of the Code). Applicable Treasury regulations provide alternative methods for satisfying this requirement.

Generally, you will be subject to U.S. federal income tax on a net basis at the rates applicable to U.S. persons generally (and, if you are a corporation, may also be subject to a 30% branch profits tax) if the interest is effectively connected with your conduct of a U.S. trade or business (and, if a tax treaty applies, is attributable to a U.S. permanent establishment under such tax treaty). An applicable tax treaty may provide for a lower rate of, or exemption from, income or branch profits tax.

Payments of interest that is effectively connected with the conduct of a U.S. trade or business will not be subject to U.S. federal withholding so long as you provide us or the paying agent with an IRS Form W-8ECI (or suitable substitute or successor form). To claim the benefit of an applicable tax treaty, you must timely provide the appropriate and properly executed IRS forms, and you may be required to update these IRS forms periodically.

You generally will not be subject to U.S. federal income tax on gain realized upon a sale or other disposition of a note unless:

If your gain is described in the first bullet point above, you generally will be subject to U.S. federal income tax on the net gain derived from the sale. You will be required to report the gain on a timely filed U.S. federal income tax return on a net basis and pay any tax due. In addition, if you are a corporation, then you may also be required to pay a branch profits tax at a 30% rate (or a lower rate as may be prescribed under an applicable U.S. tax treaty). If you are an individual described in the second bullet point above, you will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale, which may be offset by United States source capital losses, even though you are not considered a resident of the United States. You are urged to consult your tax advisor regarding the tax consequences of the acquisition, ownership and disposition of the notes or the common stock.

Although the applicable rules are not entirely clear, we believe that the notes currently do not constitute USRPIs and, accordingly, that United States federal withholding tax does not apply under FIRPTA to any redemption, repurchase or other taxable disposition of the notes. However, we believe that the notes are likely to constitute USRPIs immediately prior to the mandatory exchange. If we redeem or repurchase the notes at a time when the notes constitute USRPIs, we may be required to withhold 10% of any amounts payable by us. Further, any other sale or disposition of a note at a time when the notes constitute USRPIs may be subject to U.S. federal income tax and withholding.

Generally, the sale, redemption, repurchase or other taxable exchange of a note is exempt from U.S. federal tax under FIRPTA if (1) our common stock is part of a class of stock that is regularly traded on an established securities market and either (a) if the notes are not considered regularly traded on an established securities market, you do not own, actually or constructively, notes with a fair market value greater than the fair market value of 5% of the shares of our common stock, determined as of the date that you acquired such notes, or (b) if the notes are considered regularly traded on an established securities market, you do not own, actually or constructively, more than 5% of the total fair market value of the notes, determined as of the date that you acquired such notes, or (2) we are a "domestically controlled qualified investment entity." We are a "domestically controlled qualified

investment entity" if less than 50% in value of our common stock is held directly or indirectly by non-U.S. persons at all times during a specified testing period and we are a REIT on the relevant testing date. We expect that we will be a "domestically controlled qualified investment entity," but there can be no assurance that we, in fact, will be a "domestically controlled qualified investment entity," due in part to the fact that our stock will be publicly traded. In addition, if Existing GGP does not emerge from Chapter 11 protection in 2010, we may not elect REIT status until 2011, in which case a disposition of a note in 2010 at a time that it constitutes a USRPI may not be entitled to the exemption from FIRPTA tax under the "domestically controlled qualified investment entity" exemption discussed above.

If gain on a sale, redemption, repurchase or exchange of your note is subject to taxation under FIRPTA, you will be subject to regular U.S. federal income tax with respect to the gain in the same manner as a U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals), and will be required to file a U.S. tax return to report this gain. The purchaser of the note is required to withhold and remit an amount equal to 10% of the purchase price to the IRS, and the amount so withheld is credited against the amount of tax owed by the Non-U.S. holder on the gain. See "—Taxation of Non-U.S. Holders—Sale or other disposition of our common stock" below. If a sale, redemption, repurchase or exchange of a note is exempt from U.S. federal income tax under FIRPTA, any amounts withheld from payments to you may be refunded or credited against your United States federal income tax liability, provided that the required information is provided to the IRS.

You will generally not recognize any income, gain or loss on the conversion of a note into shares of our common stock, provided that dispositions of the notes are exempt from tax under FIRPTA. However, if a disposition of the notes would be subject to tax under FIRPTA as discussed above, the exchange of such notes for common stock may be taxable (e.g., if the notes are considered regularly traded on an established securities market and you own more than 5% of the total fair market value of notes outstanding, but convert your notes into 5% or less of the total amount of New GGP common stock outstanding). You are encouraged to discuss the U.S. federal income tax consequences of an exchange of your notes for our common stock with your tax advisor.

You generally will not be subject to U.S. federal income tax on gain realized upon a sale or other disposition of common stock into which a note has been converted unless the shares constitute a USRPI. An interest in shares of any U.S. corporation is presumed to be a USRPI unless an exception from such status under the FIRPTA rules applies. As described above, one such exception is for shares of a "domestically controlled qualified investment entity." Shares of our common stock constitute a USRPI if we are not a "domestically controlled qualified investment entity." A "domestically controlled qualified investment entity" includes a REIT in which, at all times during a specified testing period, less than 50% in value of the shares of its stock is held directly or indirectly by Non-United States stockholders. We expect that we will be a "domestically controlled qualified investment entity," but we cannot guarantee such status in part due to the fact that our stock will be publicly traded.

Even if we are not a "domestically controlled qualified investment entity" at the time a non-U.S. holder sells or exchanges the holder's shares of our common stock, gain arising from a sale or exchange of a non-U.S. holder's shares of our common stock will generally not be subject to taxation under FIRPTA as a sale of a USRPI if:

We expect the shares of our common stock to be regularly traded on an established securities market. Thus, even if we are not a "domestically controlled qualified investment entity" at the time a non-U.S. holder sells or exchanges the holder's shares of our common stock, as long as our shares are regularly traded on an established securities market at that time and the non-U.S. holder does not own, or has not owned during the five-year period ending on the date of the sale or exchange, more than 5% of the shares of our common stock, gain arising from the sale of the holder's shares of our common stock generally will not be subject to taxation under FIRPTA as a sale of a USRPI. If gain on the sale or exchange of a non-U.S. holder's shares of our common stock is subject to taxation under FIRPTA, the non-U.S. holder will be subject to regular U.S. federal income tax with respect to the gain in the same manner as a U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, if at the time of the sale or exchange of shares of our common stock, the shares are not regularly traded on an established securities market, then the purchaser of the shares of our common stock will be required to withhold and remit an amount equal to 10% of the purchase price to the IRS.

Notwithstanding the foregoing, gain from the sale or exchange of shares of our common stock not otherwise subject to taxation under FIRPTA will be taxable to a non-U.S. holder if either (1) the investment in shares of our common stock is treated as effectively connected with the non-U.S. holder's United States trade or business (and, if a tax treaty applies, is attributable to a U.S. permanent establishment maintained by the non-U.S. holder) or (2) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met. In addition, even if we are a "domestically controlled qualified investment entity," upon disposition of shares of our common stock (subject to the 5% exception applicable to "regularly traded" stock described above), a non-U.S. holder may be treated as having gain from the sale or exchange of USRPIs if the non-U.S. holder (1) disposes of the holder's shares of our common stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, other shares of our common stock within a 61-day period beginning with the first day of the 30-day period described in the immediately preceding clause (1).

If, after you convert a note into common stock, you receive a distribution with respect to common stock that is neither attributable to gain from the sale or exchange of USRPIs nor designated by us as capital gain dividends, the distributions will be generally taxed as ordinary income to the extent that the distributions are made out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). You generally will be subject to U.S. federal withholding tax at a 30% rate on the gross amount of such taxable dividend unless:

Under certain tax treaties, however, lower withholding rates generally applicable to dividends do not apply to dividends from a REIT.

Except to the extent provided by an applicable tax treaty, a dividend that is effectively connected with the conduct of a U.S. trade or business will be subject to U.S. federal income tax on a net basis at the rates applicable to United States persons generally (and, if you are a corporation, may also be subject to a 30% branch profits tax unless reduced by an applicable tax treaty).

Capital gain dividends and distributions attributable to a sale or exchange of united states real property interests.

Pursuant to FIRPTA, income from distributions paid by us to a non-U.S. holder of our common stock that is attributable to gain from the sale or exchange of USRPIs (whether or not designated as capital gain dividends) will be treated as income effectively connected with a United States trade or business. Non-U.S. holders generally will be taxed on the amount of this income at the same rates applicable to U.S. holders, subject to a special alternative minimum tax in the case of nonresident alien individuals. We will also be required to withhold and to remit to the IRS 35% of the amount of any distributions paid by us to a non-U.S. holder that is designated as a capital gain dividend, or, if greater, 35% of the amount of any distributions paid by us to the non-U.S. holder that is permitted to be designated as a capital gain dividend. If we designate a prior distribution as a capital gain dividend, we may be required to do "catch-up" on subsequent distributions to achieve the correct withholding. The amount withheld will be creditable against the non-U.S. holder's U.S. federal income tax liability. Income from a distribution paid by a REIT to a non-U.S. holder with respect to any class of stock which is regularly traded on an established securities market located in the United States, however, generally should not be subject to taxation under FIRPTA, and therefore, will not be subject to the 35% U.S. withholding tax described above, but only if the non-United States stockholder does not own more than 5% of the class of stock at any time during the one-year period ending on the date of the distribution. Instead, this income will be treated as ordinary dividend distributions, generally subject to withholding at the 30% rate or lower treaty rate discussed above. We expect the shares of our common stock to be regularly traded on a market that we believe qualifies as an established securities market located in the United States. Thus, income from distributions paid by us to non-U.S. holders who do not own more that 5% of the shares of our common stock generally should not be subject to taxation under FIRPTA, or the corresponding 35% withholding tax, but rather, income from distributions paid by us to such a non-U.S. holder that is attributable to gain from the sale or exchange of USRPIs will be treated as ordinary dividend distributions.

The treatment of income from distributions paid by us to a non-U.S. holder that we designate as capital gain dividends, other than distributions attributable to income arising from the disposition of a USRPI, is not clear. One example of such a scenario would be a distribution attributable to income from a disposition of non-U.S. real property. Such income may be (i) generally exempt from U.S. federal taxation or tax withholding, (ii) treated as a distribution that is neither attributable to gain from the sale or exchange of USRPIs nor designated by us as capital gain dividends (described above), or (iii) under one interpretation of the FIRPTA Treasury Regulations, subject to withholding at a 35% rate.

If capital gain dividends, other than those arising from the disposition of a USRPI, were to be exempt from U.S. federal taxation or tax withholding, a non-U.S. holder should generally not be subject to U.S. federal taxation on such distributions unless:

It is possible that a distribution paid by us to a non-U.S. holder that is attributable to gain from the sale or exchange of property (i.e., a capital gain dividend) that is not a USRPI may be subject to withholding under Treasury Regulations §1.1445-8, subjecting such distribution to a 35% withholding tax. In addition, it is possible that a distribution attributable to such a disposition could be treated as a dividend subject to 30% withholding on ordinary dividend distributions. Currently we do not believe that either of these characterizations is the correct interpretation of the Treasury Regulations and we may take the position that such distributions are generally exempt from U.S. federal taxation and tax withholding. However, even if we ultimately decide to take such a position, there can be no assurance that the IRS will agree with us. Even if we withhold amounts from such a distribution, the recipient of the distribution may be entitled to a refund from the Internal Revenue Service or other taxing authority with respect to some or all of the amount withheld. Non-U.S. holders of the notes should discuss the consequences of any withholding on capital gains distributions not attributable to a disposition of a USRPI with their tax advisors.

Although the law is not clear on the matter, we believe that amounts designated by us as retained capital gains in respect of the shares of our common stock held by U.S. holders generally should be treated with respect to non-U.S. holders in the same manner as the treatment of actual distributions by us of capital gain dividends. Under this approach, a non-U.S. holder will be permitted to offset as a credit against the holder's U.S. federal income tax liability resulting from the holder's proportionate share of the tax we pay on retained capital gains, and to receive from the IRS a refund to the extent that the holder's proportionate share of the tax paid by us exceeds the holder's actual U.S. federal income tax liability.

Information returns may be filed with the IRS in connection with payments of interest on the notes, dividends on common stock into which notes have been converted and the proceeds of a sale or other disposition (including conversion or retirement) of the notes or common stock. A non-exempt U.S. holder may be subject to U.S. backup withholding on these payments if it fails to provide its taxpayer identification number to the withholding agent and comply with certification procedures or otherwise establish an exemption from backup withholding.

A non-U.S. holder may be subject to the U.S. information reporting and backup withholding on these payments unless the non-U.S. holder complies with certification procedures to establish that it is not a United States person. The certification procedures required of non-U.S. holders to claim the exemption from withholding tax on interest payments on the notes, described above, will satisfy the certification requirements necessary to avoid backup withholding as well. In addition, the amount of interest on a note and dividends on common stock paid to a non-U.S. holder, and the amount of any U.S. federal tax withheld there from, must be annually reported to the IRS and the holder. This information may be made available by the IRS under the provisions of an applicable tax treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides.

Payment of the proceeds of the sale or other disposition of a note or common stock to or through a non-U.S. office of a U.S. broker or of a non-U.S. broker with certain specified U.S. connections generally will be subject to information reporting requirements, but not backup withholding, unless the non-U.S. holder certifies under penalties of perjury that it is not a United States person or an exemption otherwise applies. Payments of the proceeds of a sale or other disposition of a note or common stock to or through a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the non-U.S. holder certifies under penalties of perjury that it is not a United States person or otherwise establishes an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment generally will be allowed as a credit against the holder's U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

Recently enacted legislation will require, after December 31, 2012, withholding at a rate of 30% on dividends in respect of, and gross proceeds from the sale of, our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect to interests in the institution held by certain United States persons and by certain non-U.S. entities that are wholly or partially owned by United States persons. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, our common stock held by an investor that is a non-financial non-U.S. entity will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any "substantial United States owners" or (ii) provides certain information regarding the entity's "substantial United States owners," which we will in turn provide to the Secretary of the Treasury. Non-U.S. holders are encouraged to consult with their tax advisors regarding the possible implications of the legislation on their investment in our common stock.

This section is a summary of certain federal income tax matters of general application pertaining to New GGP under the Code. The provisions of the Code pertaining to REITs are highly technical and complex and sometimes involve mixed questions of fact and law. This summary is qualified in its entirety by the applicable Code provisions, regulations, and administrative and judicial interpretations thereof, all of which are subject to change, possibly retroactively.

Assuming we elect REIT status in 2010, in the opinion of Arnold & Porter LLP, our REIT tax counsel, as of the date hereof we will be organized and operated in conformity with the requirements for qualification as a REIT under the Code. We intend to operate in a manner that will enable us to qualify as a REIT under the Code. No assurance can be given, however, that we have so qualified or will continue to so qualify. Our ability to qualify as a REIT under the requirements of the Code and the regulations promulgated thereunder is dependent upon our ability to meet on a continuing basis, through actual annual operating results, the various requirements under the Code with regard to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and our diversity of stock ownership.

If we qualify as a REIT, we generally will not be subject to federal corporate income tax on our net income that is currently distributed to our stockholders. This treatment substantially eliminates the "double taxation" (at the corporate and stockholder levels) that generally results from investment in a corporation. However, notwithstanding our qualification as a REIT, we will be subject to federal income tax as follows:

Furthermore, notwithstanding our status as a REIT, we may have to pay certain state and local income taxes because not all states and localities treat REITs the same as they are treated for federal income tax purposes. We could also be subject to foreign taxes on investments and activities in foreign jurisdictions. In addition, certain of our subsidiaries are subchapter C corporations, the earnings of which are subject to federal corporate income tax. Finally, we could also be subject to tax in certain situations and on certain transactions not presently contemplated.

The Code provides that the first four conditions must be met during the entire taxable year, and that the fifth condition must be met during at least 335 days of a taxable year of twelve months, or during a proportionate part of a taxable year of less than twelve months. The fifth and sixth conditions do not apply until after the first taxable year for which an election is made to be taxed as a REIT. For purposes of the sixth condition, specified tax-exempt entities (but generally excluding trusts described in Section 401(a) and exempt under Section 501(a) of the Code) generally are treated as individuals and other entities, including pension funds, are subject to "look-through" attribution rules to determine the individuals who constructively own the stock held by the entity.

We intend to operate in a manner so as to satisfy each of the above conditions. In addition, with regard to the fifth and sixth conditions described above, our certificate of incorporation provides certain restrictions regarding transfers of our shares, which provisions are intended to assist us in satisfying these share ownership requirements. These restrictions, however, may not ensure that we will, in all cases, be able to satisfy these share ownership requirements. If we fail to satisfy these share ownership requirements or otherwise fails to meet the conditions described above, we will fail to qualify as a REIT. See our discussion under "—Distribution Requirements—Failure to Qualify as a REIT" for

a discussion of the implications of such failure to qualify as a REIT. However, if we comply with certain rules contained in applicable Treasury Regulations that require us to ascertain the actual ownership of our shares, and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in the sixth condition described above, we will be treated as having met this requirement.

To monitor compliance with the share ownership requirements, we are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of certain percentages of our stock in which the record holders are to disclose the persons required to include in gross income the REIT dividend. A stockholder who fails or refuses to comply with the demand must submit a statement with our tax return disclosing the actual ownership of the shares and certain other information.

In addition, we must use a calendar year for federal income tax purposes, satisfy all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status, and comply with the recordkeeping requirements of the Code and regulations promulgated thereunder. We have had and will continue to have a calendar year, and intend to satisfy the relevant filing, administrative, recordkeeping, and other requirements established by the IRS, the Code, and regulations promulgated thereunder that must be met to elect and maintain REIT status.

In order to maintain qualification as a REIT, we must satisfy two gross income requirements on an annual basis. First, at least 75% of our gross income, excluding gross income from prohibited transactions and certain hedging transactions, for each taxable year must be derived directly or indirectly from certain investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REITs and, in certain circumstances, interest or income from certain types of temporary investments. Second, at least 95% of our gross income, excluding gross income from prohibited transactions and certain hedging transactions, for each taxable year must be derived from such real property investments, and from dividends, interest and gain from the sale or disposition of stock or securities or from any combination of the foregoing.

For these purposes, the term "interest" generally does not include any amount received or accrued, directly or indirectly, if the determination of all or some of the amount depends in any way on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term "interest" solely by reason of being based on a fixed percentage or percentages of receipts or sales. Furthermore, an amount that depends in whole or in part on the income or profits of a debtor is not excluded from the term "interest" to the extent the amount is attributable to qualified rents received by the debtor if the debtor derives substantially all of its income from the real property securing the debt from leasing substantially all of its interest in the property.

Rents that we receive will qualify as "rents from real property" in satisfying the gross income requirements described above only if certain conditions, including the following, are met. First, the amount of rent generally must not depend in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from qualifying as "rents from real property" solely by reason of being based on a fixed percentage or percentages of receipts or sales. Second, except for certain rents received from a taxable REIT subsidiary, rents received from a tenant will not qualify as "rents from real property" if the REIT (or an actual or constructive owner of 10% or more of the REIT) actually or constructively owns 10% or more of the tenant. Amounts received from the rental of up to 10% of a property to a taxable REIT subsidiary will qualify as "rents from real property" so long as at least 90% of the leased space of the property is rented to third parties and the rents received are substantially comparable to rents received from other tenants of the property for comparable space. Third parties for this purpose means persons other than taxable REIT subsidiaries

or related parties. Third, if rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent attributable to such personal property will not qualify as "rents from real property."

In addition, for rents received to qualify as "rents from real property," a REIT generally must not operate or manage the property or furnish or render services to the tenants of such property, other than through an independent contractor from which the REIT derives no revenue or through a taxable REIT subsidiary. A REIT is permitted to directly perform services that are "usually or customarily rendered" in connection with the rental of space for occupancy only and are not otherwise considered rendered to the occupant of the property. Moreover, a REIT may provide non-customary services to tenants of, or operate or manage, a property without disqualifying all of the rent from the property if the payment for such services or operation or management of the property does not exceed 1% of the total gross income from the property. For purposes of this test, the income received from such non-customary services or operation or management is deemed to be at least 150% of the direct cost of providing the services or providing the operation or management.

Although our affiliates may perform development, construction and leasing services for, and may operate and manage, certain properties directly without using an "independent contractor," we believe that, in almost all instances, the only services to be provided to lessees of these properties will be those usually or customarily rendered in connection with the rental of space for occupancy only. To the extent any noncustomary services or operation or management are provided, such services, operation or management will generally (although not necessarily in all cases) be performed by a taxable REIT subsidiary. In any event, we intend that the amounts we receive for noncustomary services or operation or management that may constitute "impermissible tenant service income" from any one property will not exceed 1% of the total amount collected from such property during the taxable year.

Our share of any dividends received from our non-REIT corporate subsidiaries and from other corporations in which we own an interest, will generally qualify under the 95% gross income test but not under the 75% gross income test. We do not anticipate that we will receive sufficient dividends from such persons to cause us to exceed the limit on nonqualifying income under the 75% gross income test.

If the IRS successfully asserts that any amount of interest, rent, or other deduction of a taxable REIT subsidiary for amounts paid to us exceeds amounts determined at arm's length, the IRS's adjustment of such an item could trigger a 100% excise tax which would be imposed on the portion that is excessive. See "—Distibution Requirements—Penalty Tax" below.

Taking into account our anticipated sources of nonqualifying income, we believe that our aggregate gross income from all sources will satisfy the income tests applicable to us. However, we may not always be able to maintain compliance with the gross income tests for REIT qualification despite periodic monitoring of our income. If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we are entitled to relief under certain provisions of the Code. These relief provisions generally will be available if our failure to meet such tests was due to reasonable cause and not due to willful neglect, we attached a schedule of the sources of our income to our tax return, and any incorrect information on the schedule was not due to fraud with intent to evade tax. It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. If these relief provisions are inapplicable to a particular set of circumstances involving us, we will not qualify as a REIT. See "—Distribution Requirements—Failure to Qualify as a REIT" in this section for a discussion of the implications of such failure to qualify as a REIT. As discussed above in "—Taxation of New GGP—General" in this section, even where these relief provisions apply, we would be subject to a penalty tax based upon the amount of our non-qualifying income.

At the close of each quarter of our taxable year, we also must satisfy four tests relating to the nature and diversification of our assets. First, at least 75% of the value of our total assets at the end of each quarter must consist of real estate assets, cash, cash items and U.S. government securities. For purposes of this test, the term "real estate assets" generally means real property (including interests in real property and interests in mortgages on real property) and shares (or transferable certificates of beneficial interest) in other REITs, as well as any stock or debt instrument attributable to the investment of the proceeds of a stock offering by us or a public debt offering by us with a term of at least five years, but the stock or debt instrument qualifies as a "real estate asset" only for the one-year period beginning on the date that we receive the proceeds of the offering.

Second, not more than 25% of the value of our total assets may be represented by securities (other than those securities that qualify for purposes of the 75% asset test).

Third, not more than 25% of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries.

Fourth, except for securities that qualify for purposes of the 75% asset test and investments in our qualified REIT subsidiaries and our taxable REIT subsidiaries (each as described below), the value of any one issuer's securities may not exceed 5% of the value of our total assets, and we may not own more than 10% of the total vote or value of the outstanding securities of any one issuer, except, in the case of the 10% value test, certain "straight debt" securities. Certain types of securities are disregarded as securities solely for purposes of the 10% value test, including, but not limited to, any loan to an individual or an estate, any obligation to pay rents from real property and any security issued by a REIT. In addition, solely for purposes of the 10% value test, the determination of our interest in the assets of a partnership or other entity classified as a partnership for U.S. federal income tax purposes in which we own an interest will be based on our proportionate interest in any securities issued by the partnership or other entity (rather than solely our interest in the capital of the partnership or other entity), excluding for this purposes certain securities described in the Code.

The asset tests described above must be satisfied at the close of each quarter of our taxable year in which we (directly or through our partnerships, other entities classified as partnerships or qualified REIT subsidiaries) acquire securities in the applicable issuer, increase our ownership of securities of the issuer (including as a result of increasing our interest in a partnership or other entity which owns the securities), or acquire other assets. For example, our indirect ownership of securities of an issuer through a partnership or other entity classified as a partnership for U.S. federal income tax purposes may increase as a result of our capital contributions to the partnership or other entity. After initially meeting the asset tests at the close of any quarter as a REIT, we will not lose our status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If we fail to satisfy an asset test because we acquire securities or other property during a quarter (including as a result of an increase in our interests in a partnership or other entity), we may cure this failure by disposing of sufficient nonqualifying assets within 30 days after the close of that quarter. We intend to maintain adequate records of the values of our assets to ensure compliance with the asset tests. In addition, we intend to take any actions within 30 days after the close of any quarter as may be required to cure any noncompliance.

Certain relief provisions may be available to us if we discover a failure to satisfy the asset tests described above after the 30-day cure period. Under these provisions, we are deemed to have met the 5% and 10% asset tests if (1) the value of our nonqualifying assets does not exceed the lesser of (a) 1% of the total value of our assets at the end of the applicable quarter or (b) $10 million and (2) we dispose of the nonqualifying assets or otherwise satisfy these tests within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) a different period of time prescribed by Treasury Regulations to be issued. For violations of any of the asset tests

due to reasonable cause and not due to willful neglect and that are, in the case of the 5% and 10% asset tests, in excess of the de minimis exception described above, we may avoid disqualification as a REIT after the 30-day cure period by taking certain required steps, including (1) the disposition of sufficient nonqualifying assets, or the taking of other actions, which allow us to meet the asset test within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) a different period of time prescribed by Treasury Regulations to be issued, (2) paying a tax equal to the greater of (a) $50,000 or (b) the highest corporate tax rate multiplied by the net income generated by the nonqualifying assets, and (3) disclosing certain information to the IRS.

Although we expect to satisfy the asset tests described above and plan to take steps to ensure that we satisfy these tests for each quarter with respect to which we are required to apply the tests, there can be no assurance that we will always be successful or will not require a reduction in our overall interest in an issuer (including in a taxable REIT subsidiary). If we fail to cure any noncompliance with an asset test in a timely manner and the relief provisions described above do not apply, we will cease to qualify as a REIT.

Ownership of interests in partnerships and other entities classified as partnerships

We may own and operate one or more properties through partnerships and other entities classified as partnerships. Treasury Regulations provide that if we are a partner in a partnership, we are deemed to own our proportionate share of the assets of the partnership based on our interest in partnership capital, subject to special rules relating to the 10% REIT asset test described above. Also, we are deemed to be entitled to our proportionate share of the income of the partnership. The assets and gross income of the partnership retain the same character in our hands for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests. In addition, for these purposes, the assets and items of income of any partnership in which we own a direct or indirect interest include the partnership's share of assets and items of income of any partnership in which it owns an interest. The treatment described above also applies with respect to the ownership of interests in limited liability companies or other entities that are classified as partnerships for U.S. federal income tax purposes.

We may have direct or indirect control of certain partnerships and other entities classified as partnerships and intend to continue to operate them in a manner consistent with the requirements for qualification as a REIT. From time to time we may be a limited partner or non-managing member in certain partnerships and other entities classified as partnerships. If a partnership or other entity in which we own an interest takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in the entity. In addition, a partnership or other entity could take an action which could cause us to fail a REIT income or asset test, and we might not become aware of the action in time to dispose of our interest in the applicable entity or take other corrective action on a timely basis. In this case, unless we are entitled to relief, as described above, we will fail to qualify as a REIT.

We may from time to time own and operate certain properties through wholly owned corporate subsidiaries (including entities which, absent the application of the provisions in this paragraph, would be treated as associations classified as corporations for U.S. federal income tax purposes) that we intend to be treated as "qualified REIT subsidiaries" under the Code. A corporation will qualify as our qualified REIT subsidiary if we own 100% of the corporation's outstanding stock, and if we do not elect with the subsidiary to treat it as a "taxable REIT subsidiary," as described below. A qualified REIT subsidiary is not treated as a separate corporation for U.S. federal income tax purposes. All assets, liabilities and items of income, deduction and credit of a qualified REIT subsidiary are treated as assets, liabilities and items of income, deduction and credit (as the case may be) of the parent REIT for all purposes under the Code, including the REIT qualification tests. Thus, in applying the federal

tax requirements described herein, any corporations in which we own a 100% interest (other than any taxable REIT subsidiaries) are disregarded, and all assets, liabilities and items of income, deduction and credit of these corporations are treated as our assets, liabilities and items of income, deduction and credit. A qualified REIT subsidiary is not required to pay federal income tax, and our ownership of the stock of a qualified REIT subsidiary does not violate the restrictions against ownership of securities of any one issuer which constitute more than 10% of the voting power or value of the issuer's securities or more than 5% of the value of our total assets.

A taxable REIT subsidiary is a corporation other than another REIT or a qualified REIT subsidiary in which a REIT directly or indirectly holds stock, and that has made a joint election with the REIT to be treated as a taxable REIT subsidiary. A taxable REIT subsidiary also includes any corporation other than a REIT with respect to which a taxable REIT subsidiary owns, directly or indirectly, securities possessing more than 35% of the total voting power or value of the securities of the corporation. A taxable REIT subsidiary generally may engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT, except that a taxable REIT subsidiary may not directly or indirectly operate or manage a lodging or healthcare facility or directly or indirectly provide to any other person (under a franchise, license or otherwise) rights to any brand name under which any lodging or healthcare facility is operated, except in certain limited circumstances permitted by the Code. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a taxable REIT subsidiary may be prevented from deducting interest on debt funded directly or indirectly by its parent REIT if certain tests regarding the taxable REIT subsidiary's debt-to-equity ratio and interest expense are not satisfied. Our ownership of securities of taxable REIT subsidiaries will not be subject to the 5% or 10% asset tests described above. See "—Asset Tests" above.

Unlike a qualified REIT subsidiary, the income and assets of a taxable REIT subsidiary are not attributed to us for purposes of the conditions that we must satisfy to maintain our REIT status. Accordingly, the separate existence of a taxable REIT subsidiary is not ignored for U.S. federal income tax purposes. Rather, for REIT asset and income testing purposes, we take into account our interest in a taxable REIT subsidiary's securities and the income and gain we derive therefrom. A taxable REIT subsidiary or other taxable corporation generally is subject to corporate income tax on its earnings, which may reduce the cash flow that we and our subsidiaries generate in the aggregate, and may reduce our ability to make distributions to our stockholders. A taxable REIT subsidiary may engage in activities or hold assets that are not permitted to be performed or held directly by us or a partnership in which we are a partner without affecting REIT compliance, such as providing certain services to tenants or others (other than in connection with the operation or management of a lodging or healthcare facility). However, certain restrictions are imposed on our ability to own, and our dealings with, taxable REIT subsidiaries. These restrictions are intended to ensure that taxable REIT subsidiaries comprise a limited amount of our business (the securities of our taxable REIT subsidiaries cannot comprise more than 25% of the value of our total assets) and that taxable REIT subsidiaries remain subject to an appropriate level of federal income taxation.

Substantially all of our directly held assets will be interests in one or more subsidiary REITs. Our interests in subsidiary REITs are treated as qualifying real estate assets for purposes of the REIT asset requirements, and any dividend income or gains derived from such interests will generally be treated as income that qualifies for purposes of the REIT 75% and 95% income requirements, provided, in each case, that our subsidiary REITs continue to qualify as REITs. We and our subsidiary REITs are separate entities, each of which intends to qualify as a REIT, and each of which must independently

satisfy the various REIT qualification requirements as described herein. The failure of one or more of our subsidiary REITs to qualify as a REIT, however, could result in our inability to qualify as a REIT as well.

In order to qualify as a REIT, we must distribute dividends, other than capital gain dividends, to our stockholders in an amount at least equal to the sum of:

For these purposes, our "REIT taxable income" is computed without regard to the dividends paid deduction and excluding our net capital gain. In addition, for purposes of this test, non-cash income means income attributable to leveled stepped rents, original issue discount, cancellation of indebtedness, and any like-kind exchanges that are later determined to be taxable.

Such dividend distributions generally must be made in the taxable year to which they relate or in the following taxable year if declared before we timely file our tax return for the year and if paid with or before the first regular dividend payment after such declaration. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our "REIT taxable income," as adjusted, we will be required to pay tax on the undistributed amount at regular ordinary or capital gain (as applicable) corporate tax rates.

We intend to make timely distributions sufficient to satisfy these annual distribution requirements. It is possible, however, that from time to time we may not have sufficient cash to meet the 90% distribution requirement due to timing differences between (a) the actual receipt of cash, and (b) the inclusion of certain items in income by us for federal income tax purposes. In the event that such timing differences occur, in order to meet the 90% distribution requirement, we may find it necessary to arrange for short-term, or possibly long-term, borrowings, or to pay dividends in the form of taxable distributions of property. A recent IRS revenue procedure allows us to satisfy the distribution requirements for the 2010 and 2011 tax years by distributing up to 90% of our distributions on our common stock in the form of shares of our common stock in lieu of paying dividends entirely in cash. As stated above, we intend to pay dividends on our common stock in the future to maintain our REIT status in a combination of cash and common stock.

Under certain circumstances, we may be permitted to rectify a failure to meet the distribution requirement for a year by paying "deficiency dividends" to our stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. Thus, we may be able to avoid losing our REIT qualification or being taxed on amounts distributed as deficiency dividends. We will be required, however, to pay interest to the IRS based upon the amount of any deduction taken for deficiency dividends.

Furthermore, we will be required to pay a 4% excise tax to the extent that the amounts we actually distribute during each calendar year (or in the case of distributions with declaration and record dates falling in the last three months of the calendar year, by the end of January immediately following such year) are less than the sum of 85% of our REIT ordinary income for the year, 95% of our REIT capital gain net income for the year and any undistributed taxable income from prior periods. Any REIT ordinary income and capital gain net income on which an income tax is imposed for any year is treated as an amount distributed during that year for purposes of calculating the amount of this tax. We intend to make timely distributions sufficient to satisfy this annual distribution requirement.

Any gain that we realize on the sale of property held as inventory or other property held primarily for sale to customers in the ordinary course of business (but excluding foreclosure property), either directly or through our partnership or disregarded subsidiary entities, generally is treated as income from a prohibited transaction that is subject to a 100% penalty tax. This prohibited transaction income may also adversely affect our ability to satisfy the income tests for qualification as a REIT. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all of the facts and circumstances surrounding the particular transaction. The Code includes a safe-harbor provision that treats a sale as not constituting a prohibited transaction, the income from which is subject to the 100% penalty tax, if the following requirements are met:

We intend to hold our properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing and owning our properties and to make occasional sales of the properties consistent with our investment objectives. We do not intend to enter into any sales that are prohibited transactions. However, the IRS may contend that one or more of these sales is subject to the 100% penalty tax or income from prohibited transactions.

Any redetermined rents, redetermined deductions or excess interest we generate are subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by one of our taxable REIT subsidiaries, and redetermined deductions and excess interest represent any amounts that are deducted by a taxable REIT subsidiary for amounts paid to us that are in excess of the amounts that would have been

deducted based on arm's length negotiations. Rents we receive do not constitute redetermined rents if they qualify for certain safe harbor provisions contained in the Code.

We intend that, in all instances in which our taxable REIT subsidiaries will provide services to our tenants, the fees paid to our taxable REIT subsidiaries for these services will be at arm's length rates, although the fees paid may not satisfy the safe harbor provisions referenced above. These determinations are inherently factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to reflect their respective incomes clearly. If the IRS successfully makes such an assertion, we will be required to pay a 100% penalty tax on the excess of an arm's length fee for tenant services over the amount actually paid.

Specified cure provisions may be available to us in the event that we discover a violation of a provision of the Code that would otherwise result in our failure to qualify as a REIT. Except with respect to violations of the REIT income tests and assets tests (for which the cure provisions are described above), and provided the violation is due to reasonable cause and not due to willful neglect, these cure provisions generally impose a $50,000 penalty for each violation in lieu of a loss of REIT status. If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions do not apply, we will be required to pay tax, including any applicable alternative minimum tax, on our taxable income at the applicable regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT are not deductible by us, and we will not be required to distribute any amounts to our stockholders. As a result, we anticipate that our failure to qualify as a REIT would reduce the cash available for distribution by us to our stockholders. In addition, if we fail to qualify as a REIT, all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. In this event, stockholders taxed as individuals currently will be taxed on these dividends at a maximum rate of 15% (the same as the maximum rate applicable to long-term capital gains) for tax years through 2010 (for tax years beginning after 2010, the maximum rate applicable to dividends (other than capital gain dividends) are scheduled to increase to the maximum rate then applicable to ordinary income), and corporate distributees may be eligible for the dividends-received deduction. Unless entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which we lost our qualification. We cannot determine whether, under all circumstances in which we discover a violation of any of these provisions of the Code, we will be entitled to this statutory relief.

Weil, Gotshal & Manges LLP has passed upon the validity of the notes and the common stock offered hereby on behalf of us. Arnold & Porter passed upon certain legal matters relating to New GGP's classification as a REIT for federal income tax purposes on behalf of us. Certain legal matters will be passed upon on behalf of the underwriters represented by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.

The consolidated financial statements of General Growth Properties, Inc. (the "Company"), except for the financial statements of GGP/Homart II L.L.C. and GGP-TRS L.L.C. (which are accounted for by use of the equity method), as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, included in the Prospectus and the related consolidated financial statement schedule included elsewhere in this Registration Statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein (which reports express an unqualified opinion on the consolidated financial statements and consolidated financial statement schedule and for the consolidated financial statements includes explanatory paragraphs regarding the Company's bankruptcy proceedings, the Company's ability to continue as a going concern, and the Company's change in methods of accounting for noncontrolling interests and convertible debt instruments). The consolidated financial statements of GGP/Homart II L.L.C. and GGP-TRS L.L.C., (which are accounted for by use of the equity method), as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, not presented separately herein, have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their reports included herein. Such consolidated financial statements and consolidated financial statement schedule of the Company are included herein in reliance upon the respective reports of such firms given upon their authority as experts in accounting and auditing.

The balance sheet of New GGP, Inc. as of July 2, 2010 (capitalization) included in this Registration Statement has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such balance sheet is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

New GGP has filed with the Securities and Exchange Commission a registration statement on Form S-11 under the Securities Act with respect to the notes and the common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to New GGP and the notes and common stock offered hereby, you should refer to the registration statement and to the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules thereto may be inspected without charge at the public reference room maintained by the SEC located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of all or any portion of the registration statements and the filings may be obtained from such offices upon payment of prescribed fees. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330 or (202) 551-8090. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

You may obtain a copy of any of our filings, at no cost, by writing or telephoning us at:

We have audited the accompanying balance sheet of New GGP, Inc. (the "Company") as of July 2, 2010 (capitalization). This balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such balance sheet presents fairly, in all material respects, the financial position of New GGP, Inc. as of July 2, 2010 (capitalization), in conformity with accounting principles generally accepted in the United States of America.

New GGP, Inc. (the "Company") was incorporated as a Delaware corporation on July 1, 2010, and has no material assets or any operations. The Company's sole stockholder is GGP Limited Partnership, a subsidiary of General Growth Properties, Inc., a self-administered and self managed, publicly registered, real estate trust, formed in Delaware and headquartered in Chicago, Illinois.

The Company's Balance Sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate Statements of Income, Changes in Stockholder's Equity and of Cash Flows have not been presented because this entity has had no activity. The Company has evaluated subsequent events through July 15, 2010, which is the date the balance sheet was issued. The Company has had no activity through such date.

The Company has been capitalized with the issuance of 100 shares of Common Stock (with no par value) for a total of $1,000.

To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois

We have audited the accompanying consolidated balance sheets of General Growth Properties, Inc. (Debtor-in-Possession) and subsidiaries (the "Company") as of December 31, 2009 and 2008, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the consolidated financial statements of GGP/Homart II L.L.C. and GGP-TRS L.L.C., the Company's investments in which are accounted for by use of the equity method. The Company's equity of $219,618,000 and $235,845,000 in GGP/Homart II L.L.C.'s net assets as of December 31, 2009 and 2008, respectively, and of $(307,000), $9,703,000, and $17,163,000 in GGP/Homart II L.L.C's net (loss) income for each of the three years in the respective period ended December 31, 2009 are included in the accompanying financial statements. The Company's (deficit) equity of $(5,284,000) and $1,388,000 in GGP-TRS L.L.C.'s net assets as of December 31, 2009 and 2008, respectively, and of $(8,624,000), $8,564,000, and $13,800,000 in GGP-TRS L.L.C.'s net (loss) income for each of the three years in the respective period ended December 31, 2009 are included in the accompanying financial statements. The financial statements of GGP/Homart II L.L.C. and GGP-TRS L.L.C. were audited by other auditors related to the periods listed above whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such companies, is based solely on the reports of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of General Growth Properties, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, on January 1, 2009, the Company changed its methods of accounting for noncontrolling interests and convertible debt instruments and retrospectively adjusted all periods presented in the consolidated financial statements.

As discussed in Note 1 to the consolidated financial statements, the Company has filed for reorganization under Chapter 11 of the United States Bankruptcy Code. The accompanying financial statements do not purport to reflect or provide for the consequences of the bankruptcy proceedings. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to prepetition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to equity accounts, the effect of any changes that may be made in the capitalization of the Company; or (d) as to operations, the effect of any changes that may be made in its business.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company's potential inability to negotiate and obtain confirmation of a

mutually agreeable plan of reorganization and to address their remaining future debt maturities raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2010 expressed an unqualified opinion on the Company's internal control over financial reporting based on our audit.

/s/ Deloitte & Touche LLP

Chicago, Illinois
March 1, 2010 (July 15, 2010 as to the effects of the income statement reclassifications as described in Note 2)

We have audited the consolidated balance sheets of GGP/Homart II, L.L.C. (a Delaware Limited Liability Company) and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of income and comprehensive income, changes in capital, and cash flows for each of the years in the three-year period ended December 31, 2009 (not presented separately herein). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GGP/Homart II, L.L.C. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

We have audited the consolidated balance sheets of GGP-TRS, L.L.C. (a Delaware Limited Liability Company) and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of income and comprehensive income, changes in members' capital, and cash flows for each of the years in the three-year period ended December 31, 2009 (not presented separately herein). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GGP-TRS, L.L.C. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)

CONSOLIDATED BALANCE SHEETS

				December 31,

				2009			2008
				(Dollars in thousands)
Assets:
Investment in real estate:
	Land			$	3,327,447		$	3,354,480
	Buildings and equipment				22,851,511			23,609,132
	Less accumulated depreciation				(4,494,297	)		(4,240,222	)
	Developments in progress				417,969			1,076,675

		Net property and equipment			22,102,630			23,800,065
	Investment in and loans to/from Unconsolidated Real Estate Affiliates				1,979,313			1,869,929
	Investment property and property held for development and sale				1,753,175			1,823,362

		Net investment in real estate			25,835,118			27,493,356
Cash and cash equivalents					654,396			168,993
Accounts and notes receivable, net					404,041			385,334
Goodwill					199,664			340,291
Deferred expenses, net					301,808			333,901
Prepaid expenses and other assets					754,747			835,455

		Total assets		$	28,149,774		$	29,557,330

Liabilities and Equity:
Liabilities not subject to compromise:
	Mortgages, notes and loans payable			$	7,300,772		$	24,756,577
	Investment in and loans to/from Unconsolidated Real Estate Affiliates				38,289			32,294
	Deferred tax liabilities				866,400			868,978
	Accounts payable and accrued expenses				1,122,888			1,539,149

		Liabilities not subject to compromise			9,328,349			27,196,998
Liabilities subject to compromise					17,767,253			—

	Total liabilities				27,095,602			27,196,998

Redeemable noncontrolling interests:
	Preferred				120,756			120,756
	Common				86,077			379,169

		Total redeemable noncontrolling interests			206,833			499,925

Commitments and Contingencies					—			—
Redeemable Preferred Stock: $100 par value; 5,000,000 shares authorized; none issued and outstanding					—			—
Equity:
	Common stock: $.01 par value; 875,000,000 shares authorized, 313,831,411 shares issued as of December 31, 2009 and 270,353,677 shares issued as of December 31, 2008				3,138			2,704
	Additional paid-in capital				3,729,453			3,454,903
	Retained earnings (accumulated deficit)				(2,832,627	)		(1,488,586	)
	Accumulated other comprehensive loss				(249	)		(56,128	)
	Less common stock in treasury, at cost, 1,449,939 shares as of December 31, 2009 and 2008				(76,752	)		(76,752	)

		Total stockholders' equity			822,963			1,836,141
	Noncontrolling interests in consolidated real estate affiliates				24,376			24,266

		Total equity			847,339			1,860,407

			Total liabilities and equity	$	28,149,774		$	29,557,330

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

			Years Ended December 31,

			2009			2008			2007
			(Dollars in thousands, except for per share amounts)
Revenues:
	Minimum rents		$	1,992,046		$	2,085,758		$	1,933,674
	Tenant recoveries			883,595			927,332			859,801
	Overage rents			52,306			72,882			89,016
	Land sales			45,997			66,557			145,649
	Management fees and other corporate revenues			75,851			96,495			119,941
	Other			86,019			112,501			113,720

		Total revenues		3,135,814			3,361,525			3,261,801

Expenses:
	Real estate taxes			280,895			274,317			246,484
	Property maintenance costs			119,270			114,532			111,490
	Marketing			34,363			43,426			54,664
	Other property operating costs			529,686			557,259			523,341
	Land sales operations			50,807			63,441			116,708
	Provision for doubtful accounts			30,331			17,873			5,426
	Property management and other costs			176,876			184,738			198,610
	General and administrative			28,608			39,245			37,005
	Strategic Initiatives			67,341			18,727			—
	Provisions for impairment			1,223,810			116,611			130,533
	Litigation (benefit) provision			—			(57,145	)		89,225
	Depreciation and amortization			755,161			759,930			670,454

		Total expenses		3,297,148			2,132,954			2,183,940

Operating (loss) income				(161,334	)		1,228,571			1,077,861
Interest income				3,321			3,197			8,641
Interest expense				(1,311,283	)		(1,325,273	)		(1,191,466	)

Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items				(1,469,296	)		(93,505	)		(104,964	)
Benefit from (provision for) income taxes				14,610			(23,461	)		294,160
Equity in income of Unconsolidated Real Estate Affiliates				4,635			80,594			158,401
Reorganization items				146,190			—			—

(Loss) income from continuing operations				(1,303,861	)		(36,372	)		347,597
Discontinued operations—(loss) gain on dispositions				(966	)		55,044			—

Net (loss) income				(1,304,827	)		18,672			347,597
Allocation to noncontrolling interests				20,138			(13,953	)		(73,955	)

Net (loss) income attributable to common stockholders			$	(1,284,689	)	$	4,719		$	273,642

Basic and Diluted (Loss) Earnings Per Share:
	Continuing operations		$	(4.11	)	$	(0.16	)	$	1.12
	Discontinued operations			—			0.18			—

		Total basic and diluted (loss) earnings per share	$	(4.11	)	$	0.02		$	1.12

Dividends declared per share			$	0.19		$	1.50		$	1.85
Comprehensive Income (loss), Net:
	Net (loss) income		$	(1,304,827	)	$	18,672		$	347,597
	Other comprehensive income (loss):
		Net unrealized gains (losses) on financial instruments		18,148			(32,060	)		(2,792	)
		Accrued pension adjustment		763			(1,947	)		298
		Foreign currency translation		47,008			(75,779	)		34,057
		Unrealized gains (losses) on available-for-sale securities		533			(159	)		(1	)

	Other comprehensive income (loss)			66,452			(109,945	)		31,562
		Comprehensive (loss) income allocated to noncontrolling interests		(10,573	)		18,160			(5,486	)

	Comprehensive (loss) income, net, attributable to common stockholders		$	(1,248,948	)	$	(73,113	)	$	373,673

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)

CONSOLIDATED STATEMENTS OF EQUITY

	Common Stock		Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Noncontrolling Interests in Consolidated Real Estate Affiliates			Total Equity

	(Dollars in thousands)
Balance, December 31, 2006 (as previously reported)	$	2,424	$	2,533,898		$	(922,519	)	$	9,582	$	(13,434	)	$	—		$	1,609,951
Cumulative effect of change in accounting principles				(2,585,552	)										8,084			(2,577,468	)

Adjusted balance, January 1, 2007	$	2,424	$	(51,654	)	$	(922,519	)	$	9,582	$	(13,434	)	$	8,084		$	(967,517	)

Net income							273,642								1,564			275,206
Cash distributions declared ($1.85 per share)							(450,854	)										(450,854	)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates															(2,191	)		(2,191	)
Conversion of operating partnership units to common stock (1,086,961 common shares)		11		7,684														7,695
Conversion of convertible preferred units to common stock (29,269 common shares)				488														488
Issuance of common stock (1,582,968 common shares and 144,068 treasury shares)		15		64,022			(1,661	)				6,657						69,033
Shares issued pursuant to CSA (551,632 common shares and 146,969 treasury shares)		6		29,875								6,790						36,671
Restricted stock grant, net of forfeitures and compensation expense (96,500 common shares)		1		2,695														2,696
Purchase of treasury stock (1,806,900 treasury shares)												(95,648	)					(95,648	)
Tax benefit from stock option exercises				3,531														3,531
Other comprehensive income										26,076								26,076
Adjustment for equity component of exchangeable senior notes				139,882														139,882
Adjustment for noncontrolling interest in operating partnership				(65,431	)													(65,431	)
Adjust noncontrolling interest in OP Units				713,515														713,515

Balance, December 31, 2007	$	2,457	$	844,607		$	(1,101,392	)	$	35,658	$	(95,635	)	$	7,457		$	(306,848	)

	Common Stock			Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Noncontrolling Interests in Consolidated Real Estate Affiliates			Total Equity

	(Dollars in thousands)
Net income								4,719									2,453			7,172
Cash distributions declared ($1.50 per share)								(389,481	)											(389,481	)
Contributions from noncontrolling interests in consolidated Real Estate Affiliates																	14,356			14,356
Conversion of operating partnership units to common stock (1,178,142 common shares)		12			9,135															9,147
Conversion of convertible preferred units to common stock (15,000 common shares)					250															250
Issuance of common stock (23,128,356 common shares and 50 treasury shares)		232			830,053									3						830,288
Shares issued pursuant to CSA (356,661 treasury shares)					(914	)		(2,432	)					18,880						15,534
Restricted stock grant, net of forfeitures and compensation expense (327,433 common shares)		3			4,485															4,488
Tax provision from stock option exercises					(2,675	)														(2,675	)
Officer loan compensation expense					15,372															15,372
Other comprehensive loss											(91,786	)								(91,786	)
Adjustment for noncontrolling interest in operating partnership					(117,447	)														(117,447	)
Adjust noncontrolling interest in OP Units					1,872,037															1,872,037

Balance, December 31, 2008	$	2,704		$	3,454,903		$	(1,488,586	)	$	(56,128	)	$	(76,752	)	$	24,266		$	1,860,407

Net (loss) income								(1,284,689	)								1,822			(1,282,867	)
Distributions declared ($0.19 per share)								(59,352	)											(59,352	)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																	(1,712	)		(1,712	)
Conversion of operating partnership units to common stock (43,408,053 common shares)		434			324,055															324,489
Issuance of common stock (69,309 common shares)		1			42															43
Restricted stock grant, net of forfeitures and compensation expense (372 common shares)		(1	)		2,669															2,668
Other comprehensive income											55,879									55,879
Adjustment for noncontrolling interest in operating partnership					13,200															13,200
Adjust noncontrolling interest in OP Units					(65,416	)														(65,416	)

Balance, December 31, 2009	$	3,138		$	3,729,453		$	(2,832,627	)	$	(249	)	$	(76,752	)	$	24,376		$	847,339

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)

CONSOLIDATED STATEMENTS OF CASH FLOWS

					Years Ended December 31,

					2009			2008			2007
					(In thousands)
Cash Flows from Operating Activities:
	Net (loss) income				$	(1,304,827	)	$	18,672		$	347,597
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
			Equity in income of Unconsolidated Real Estate Affiliates			(49,146	)		(80,594	)		(158,401	)
			Provisions for impairment from Unconsolidated Real Estate Affiliates			44,511			—			—
			Provision for doubtful accounts			30,331			17,873			5,426
			Distributions received from Unconsolidated Real Estate Affiliates			37,403			68,240			124,481
			Depreciation			707,183			712,522			635,873
			Amortization			47,978			47,408			34,581
			Amortization of deferred finance costs and debt market rate adjustments			34,621			28,410			(11,073	)
			Amortization of intangibles other than in-place leases			833			(5,691	)		(20,945	)
			Straight-line rent amortization			(26,582	)		(27,827	)		(24,334	)
			Deferred income taxes including tax restructuring benefit			833			(4,144	)		(368,136	)
			Non-cash interest expense on Exchangeable Senior Notes			27,388			25,777			17,369
			Non-cash interest expense resulting from termination of interest rate swaps			(9,635	)		—			—
			Loss (gain) on dispositions			966			(55,044	)		—
			Provisions for impairment			1,223,810			116,611			130,533
			Participation expense pursuant to Contingent Stock Agreement			(4,947	)		2,849			31,884
			Land/residential development and acquisitions expenditures			(78,240	)		(166,141	)		(243,323	)
			Cost of land sales			22,019			24,516			48,794
			Reorganization items—finance costs related to emerged entities			69,802			—			—
			Non-cash reorganization items			(266,916	)		—			—
			Glendale Matter deposit			67,054			(67,054	)		—
			Net changes:
				Accounts and notes receivable		(22,601	)		12,702			(21,868	)
				Prepaid expenses and other assets		(11,123	)		26,845			53,819
				Deferred expenses		(34,064	)		(62,945	)		(37,878	)
				Accounts payable and accrued expenses		355,025			(94,188	)		135,980
				Other, net		9,590			17,644			27,037

			Net cash provided by operating activities			871,266			556,441			707,416

Cash Flows from Investing Activities:
	Acquisition/development of real estate and property additions/improvements					(252,844	)		(1,187,551	)		(1,495,334	)
	Proceeds from sales of investment properties					6,416			72,958			3,252
	Increase in investments in Unconsolidated Real Estate Affiliates					(154,327	)		(227,821	)		(441,438	)
	Distributions received from Unconsolidated Real Estate Affiliates in excess of income					74,330			110,533			303,265
	Loans (to) from Unconsolidated Real Estate Affiliates, net					(9,666	)		15,028			(161,892	)
	Decrease (increase) in restricted cash					6,260			(12,419	)		(11,590	)
	Other, net					(4,723	)		20,282			22,805

		Net cash used in investing activities				(334,554	)		(1,208,990	)		(1,780,932	)

			Years Ended December 31,

			2009			2008			2007
			(In thousands)
Cash Flows from Financing Activities:
	Proceeds from issuance of mortgages, notes and loans payable			—			3,732,716			4,456,863
	Proceeds from issuance of the DIP Facility			400,000			—			—
	Principal payments on mortgages, notes and loans payable			(379,559	)		(3,314,039	)		(2,692,907	)
	Deferred financing costs			(2,614	)		(63,236	)		(28,422	)
	Finance costs related to emerged entities			(69,802	)		—			—
	Cash distributions paid to common stockholders			—			(389,528	)		(450,854	)
	Cash distributions paid to holders of Common Units			(1,327	)		(78,255	)		(96,978	)
	Cash distributions paid to holders of perpetual and convertible preferred units			—			(8,812	)		(13,873	)
	Proceeds from issuance of common stock, including from common stock plans			43			829,291			60,625
	Redemption of preferred minority interests			—			—			(60,000	)
	Purchase of treasury stock			—			—			(95,648	)
	Other, net			1,950			13,871			(2,895	)

		Net cash (used in) provided by financing activities		(51,309	)		722,008			1,075,911

Net change in cash and cash equivalents				485,403			69,459			2,395
Cash and cash equivalents at beginning of period				168,993			99,534			97,139

Cash and cash equivalents at end of period			$	654,396		$	168,993		$	99,534

Supplemental Disclosure of Cash Flow Information:
	Interest paid		$	1,061,512		$	1,342,659		$	1,272,823
	Interest capitalized			53,641			66,244			86,606
	Income taxes paid			19,826			43,835			96,133
	Reorganization items paid			120,726			—			—
Non-Cash Transactions:
	Common stock issued in exchange for Operating Partnership Units		$	324,489		$	9,147		$	7,695
	Common stock issued pursuant to Contingent Stock Agreement			—			15,533			36,671
	Common stock issued in exchange for convertible preferred units			—			250			488
	Change in accrued capital expenditures included in accounts payable and accrued expenses			(86,367	)		67,339			24,914
	Change in deferred contingent property acquisition liabilities			(174,229	)		178,815			—
	Deferred financing costs payable in conjunction with the DIP Facility			19,000			—			—
	Debt market rate adjustment related to emerged entities			342,165			—			—
	Recognition of note payable in conjunction with land held for development and sale			6,520			—			—
	Assumption of debt by purchaser in conjunction with sale of office buildings			—			84,000			—
	Acquisition of joint venture partner share of GGP/Homart, Inc.:
		Total assets		—			—			3,331,032
		Total liabilities		—			—			2,381,942

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

General Growth Properties, Inc. ("GGP"), a Delaware corporation, is a self-administered and self-managed real estate investment trust, referred to as a "REIT" which, as described in "Debtors in Possession" below, filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code ("Chapter 11") in the Southern District of New York (the "Bankruptcy Court") on April 16, 2009 (the "Petition Date"). GGP was organized in 1986 and through its subsidiaries and affiliates operates, manages, develops and acquires retail and other rental properties, primarily shopping centers, which are located primarily throughout the United States. GGP also holds assets through its international Unconsolidated Real Estate Affiliates (defined below) in Brazil, Turkey and Costa Rica (Note 5). Additionally, GGP develops and sells land for residential, commercial and other uses primarily in large-scale, long-term master planned community projects in and around Columbia, Maryland; Summerlin, Nevada; and Houston, Texas, as well as one residential condominium project located in Natick (Boston), Massachusetts. In these notes, the terms "we," "us" and "our" refer to GGP and its subsidiaries (the "Company").

Substantially all of our business is conducted through GGP Limited Partnership (the "Operating Partnership" or "GGPLP"). As of December 31, 2009, common equity ownership (without giving effect to the potential conversion of the Preferred Units as defined below) of the Operating Partnership was as follows:

The Operating Partnership also has preferred units of limited partnership interest (the "Preferred Units") outstanding. The terms of the Preferred Units provide that the Preferred Units are convertible into Common Units which then are redeemable for cash or, at our option, shares of GGP common stock on a one-for-one basis (Note 11).

In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through the following subsidiaries:

In this report, we refer to our ownership interests in properties in which we own a majority or controlling interest and, as a result, are consolidated under generally accepted accounting principles ("GAAP") as the "Consolidated Properties." Some properties are held through joint venture entities in which we own a non-controlling interest ("Unconsolidated Real Estate Affiliates") and we refer to those properties as the "Unconsolidated Properties." Collectively, we refer to the Consolidated Properties and Unconsolidated Properties as our "Company Portfolio."

In the fourth quarter of 2008 we suspended our cash dividend and halted or slowed nearly all development and redevelopment projects other than those that were substantially complete, could not be deferred as a result of contractual commitments, and joint venture projects. As we had significant past due, or imminently due, and cross-collateralized or cross-defaulted debt on the Petition Date, the Company, the Operating Partnership and certain of the Company's domestic subsidiaries filed voluntary petitions for relief under Chapter 11. On April 22, 2009, certain additional domestic subsidiaries (collectively with the subsidiaries filing on the Petition Date, the Company and the Operating Partnership, the "Debtors") of the Company also filed voluntary petitions for relief in the Bankruptcy Court (collectively, the "Chapter 11 Cases") which the Bankruptcy Court has ruled may be jointly administered. However, neither GGMI, certain of our wholly-owned subsidiaries, nor any of our joint ventures, (collectively, the "Non-Debtors") either consolidated or unconsolidated, have sought such protection.

In the aggregate, the Debtors, all of which are consolidated in the accompanying consolidated financial statements, own and operate 166 of the more than 200 regional shopping centers that we own and manage. The Non-Debtors are continuing their operations and are not subject to the requirements of Chapter 11. Pursuant to Chapter 11, a debtor is afforded certain protection against its creditors and creditors are prohibited from taking certain actions (such as pursuing collection efforts or proceeding to foreclose on secured obligations) related to debts that were owed prior to the commencement of the Chapter 11 Cases. Accordingly, although the commencement of the Chapter 11 Cases triggered defaults on substantially all debt obligations of the Debtors, creditors are stayed from taking any action as a result of such defaults. Absent an order of the Bankruptcy Court, these pre-petition liabilities are subject to settlement under a plan of reorganization.

Since the Petition Date, the Bankruptcy Court has granted a variety of Debtors motions that allow the Company to continue to operate its business in the ordinary course without interruption; and covering, among other things, employee obligations, critical service providers, tax matters, insurance matters, tenant and contractor obligations, claim settlements, ordinary course property sales, cash management, cash collateral, alternative dispute resolution, settlement of pre-petition mechanics liens and department store transactions. The Bankruptcy Court has also approved the Debtors' request to enter into a post-petition financing arrangement (the "DIP Facility"), as further discussed in Note 6.

During December 2009, January and February 2010, 231 Debtors (the "Track 1 Debtors") owning 119 properties with $12.33 billion of secured mortgage loans filed consensual plans of reorganization (the "Track 1 Plans"). As of December 31, 2009, 113 Debtors owning 50 properties with $4.65 billion secured debt emerged from bankruptcy (the "Track 1A Debtors"). Effectiveness of the plans of reorganization and emergence from bankruptcy of the remaining Track 1 Debtors (the "Track 1B Debtors") continued through February 2010 and is expected to be completed in the first quarter of 2010. In such regard, through March 1, 2010, an additional 92 Debtors owning 57 properties with $5.98 billion of secured mortgage debt emerged from bankruptcy. The Chapter 11 Cases for the remaining Debtors (generally, GGP, GGPLP and other holding company or investment subsidiaries (the "TopCo Debtors") which own certain individual or groups of properties but also certain operating property Debtors, (collectively, the "2010 Track Debtors")) will continue until their respective plans of reorganization are filed with the Bankruptcy Court, approved by the applicable classes of creditors and confirmed by the Bankruptcy Court.

GGP is continuing to pursue consensual restructurings for 31 Debtors (the "Remaining Secured Debtors") with secured loans aggregating $2.50 billion.

On December 18, 2009, the Bankruptcy Court approved the payment of a $0.19 per share dividend to holders of record of GGP common stock on December 28, 2009 as declared by the GGP Board of Directors to allow GGP to satisfy the REIT dividend distribution requirements (Note 7) for 2009. The dividend was paid on January 28, 2010 in a combination of approximately $5.9 million in cash and approximately 4.9 million shares of common stock (with a valuation of $10.8455 calculated based on the volume weighted average trading prices of GGP's common stock on January 20, 21 and 22, 2010).

As described above, we have received legal protection from our creditors pursuant to the Chapter 11 Cases. This protection is limited in duration and the 2010 Track Debtors are currently negotiating the terms of a reorganization plan with our lenders and other stakeholders which is expected to require significant additional equity capital. The Track 1 Plans are a key component of the plan of reorganization currently being developed. We have filed a motion to extend the exclusivity period for us to file a plan until August 26, 2010 and to solicit acceptances of such plan to October 26, 2010. Our motion is currently scheduled to be heard by the Bankruptcy Court on March 3, 2010. Pending entry on order on our motion, the Bankruptcy Court has entered a bridge order extending the exclusivity period until the date that is 7 days following the date on which an order on our extension motion is entered. If an order is entered by the Bankruptcy Court granting our extension motion, it will supersede the bridge order. If the Bankruptcy Court denies our extension motion, the Company will have 7 days following the entry of an order related to the March 3 hearing before exclusivity expires. If we do not file a plan of reorganization for the 2010 Track Debtors prior to the lapse of the exclusivity period, any party in interest would be able to file a plan of reorganization for any of the 2010 Track Debtors.

Our potential inability to negotiate and obtain confirmation of a mutually agreeable plan of reorganization for the 2010 Track Debtors and to address our remaining future debt maturities raise substantial doubts as to our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, as a result of the

Chapter 11 Cases, such realization of assets and satisfaction of liabilities are subject to a significant number of uncertainties. Our consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should we be unable to continue as a going concern.

We have a shareholder rights plan (with an expiration date, as amended, of the plan on November 18, 2010) which will impact a potential acquirer unless the acquirer negotiates with our Board of Directors and the Board of Directors approves the transaction. Pursuant to this plan, as amended, one preferred share purchase right (a "Right") is attached to each currently outstanding or subsequently issued share of our common stock. Prior to becoming exercisable, the Rights trade together with our common stock. In general, the Rights will become exercisable if a person or group acquires or announces a tender or exchange offer for 15% or more of our common stock. Each Right entitles the holder to purchase from GGP one-third of one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $100 per share (the "Preferred Stock"), at an exercise price of $105 per one one-thousandth of a share, subject to adjustment. If a person or group acquires 15% or more of our common stock, each Right will entitle the holder (other than the acquirer) to purchase shares of our common stock (or, in certain circumstances, cash or other securities) having a market value of twice the exercise price of a Right at such time. Under certain circumstances, each Right will entitle the holder (other than the acquirer) to purchase the common stock held by the acquirer having a market value of twice the exercise price of a Right at such time. In addition, under certain circumstances, our Board of Directors may exchange each Right (other than those held by the acquirer) for one share of our common stock, subject to adjustment. If the Rights become exercisable, holders of common units of partnership interest in the Operating Partnership, other than GGP, will receive the number of Rights they would have received if their units had been redeemed and the purchase price paid in our common stock.

The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in Consolidated Real Estate Affiliates as permanent equity of the Company. All significant intercompany balances and transactions have been eliminated.

In 2009, certain amounts in the 2008 and 2007 consolidated financial statements were reclassified to conform to the current period presentation. In 2010, additional reclassifications, within the categories of revenues and expenses, were made to the 2009, 2008 and 2007 consolidated statements of income and comprehensive income to conform to the 2010 presentation. Specifically, in order to improve our internal and external reporting, we reclassified $10.6, $10.7 and $13.4 million, respectively, of 2009,

2008 and 2007 asset management and other corporate revenues (such as sponsorship income, photo income and vending income) from other revenue to management fees and other corporate revenues. In addition, we reclassified $113.4, $120.5 and $105.0 million, respectively, of 2009, 2008 and 2007 cleaning, landscaping and trash expenses from property maintenance costs to other property operating costs. Total revenues, total expenses and operating income (loss) for such periods were unchanged by such reclassifications. Finally, as of January 1, 2009 we adopted the following two accounting pronouncements that required retrospective application, in which all periods presented reflect the necessary changes.

As of January 1, 2009, we retrospectively adopted a new generally accepted accounting principle related to convertible debt instruments that may be settled in cash upon conversion, which required us to separately account for the liability and equity components of our Exchangeable Senior Notes (the "Exchangeable Notes") in a manner that reflects the nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. The impact of the required retrospective application of this pronouncement on our consolidated financial statements is that the Exchangeable Notes have been reflected as originally being issued at a discount, with such discount being reflected through April, 2012 as a non-cash increase in interest expense. Below is a summary of the effects of the retrospective application of this pronouncement on the consolidated financial statements and the Exchangeable Notes.

As of January 1, 2009, we retrospectively adopted a new generally accepted accounting principle related to noncontrolling interests in consolidated financial statements, which changed the reporting for minority interests in our consolidated joint ventures by re-characterizing them as noncontrolling interests and re-classifying certain of such minority interests as a component of permanent equity in our Consolidated Balance Sheets. The minority interests related to our common and preferred Operating Partnership units have been re-characterized as redeemable noncontrolling interests and will remain as temporary equity at a mezzanine level in our Consolidated Balance Sheets presented at the greater of the carrying amount adjusted for the noncontrolling interest's share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or the Fair Value (as defined

below) as of each measurement date subsequent to the measurement date. Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date ("Fair Value"). The excess of the Fair Value over the carrying amount from period to period is charged to Additional paid-in capital in our Consolidated Balance Sheets. This also changed the presentation of the income allocated to minority interests by re-characterizing it as allocations to noncontrolling interests and re-classifying such income as an adjustment to net income to arrive at net income attributable to common stockholders.

As of June 30, 2009, we adopted a new generally accepted accounting principle related to subsequent events which provides guidance on our assessment of subsequent events. The new standard clarifies that we must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued. We performed our assessment of subsequent events and all material events or transactions since December 31, 2009 have been integrated into our disclosures in the accompanying consolidated financial statements.

The accompanying consolidated financial statements and the combined condensed financial statements of the Debtors presented below have been prepared in accordance with the generally accepted accounting principles related to financial reporting by entities in reorganization under the Bankruptcy Code, and on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Such accounting guidance also provides that if a debtor, or group of debtors, has significant combined assets and liabilities of entities which have not sought Chapter 11 bankruptcy protection, the debtors and non-debtors should continue to be combined. However, separate disclosure of financial statement information solely relating to the debtor entities should be presented. Therefore, the combined condensed financial statements presented below solely reflect the results for the Track 1B Debtors and the 2010 Track Debtors.

As described above, since the Track 1B Debtors and the 2010 Track Debtors commenced their respective Chapter 11 Cases on two different dates in April 2009, combined condensed statements of operations and the combined condensed statement of cash flows is presented from May 1, 2009 to December 31, 2009.

Pre-Petition Date claims and Classification of Liabilities Subject to Compromise

During September 2009, the Debtors filed with the Bankruptcy Court their schedules of the assets and liabilities existing on the Petition Date. In addition, November 12, 2009 was established by the Bankruptcy Court as the general bar date (the date by which most entities that wished to assert a pre-petition claim against a Debtor had to file a proof of claim in writing). The Debtors have made subsequent amendments to those schedules and, as the bar date has passed, are now in the process of evaluating, reconciling and resolving all claims that were timely submitted. The substantial majority of the claims submitted were erroneous, duplicative or protective and the Debtors have filed, and will continue to file, claim objections with the Bankruptcy Court. Claim objections, that is, differences between liability amounts estimated by the Debtors and claims submitted by creditors that cannot be resolved, will be submitted to the Bankruptcy Court which will make a final determination of the allowable claim. The Track 1 Plans provide that all allowed claims, that is, undisputed or Bankruptcy Court affirmed claims of creditors against the Track 1 Debtors, are to be paid in full. Our aggregate liabilities (consisting of Liabilities Subject to Compromise ("LSTC") and not subject to compromise as further described below) include provisions for claims against both the Track 1 Debtors and the 2010 Track Debtors that were timely submitted to the Bankruptcy Court and have been recorded, as appropriate, based upon the GAAP guidance for the recognition of contingent liabilities and on our evaluations of such claims. Accordingly, although submitted proofs of claims against all Debtors exceed the amounts recorded for such claims, we currently believe that the aggregate amount of claims recorded by the Debtors will not vary materially from the amount of claims that will ultimately be allowed or resolved by the Bankruptcy Court.

Liabilities not subject to compromise include: (1) liabilities held by Non-Debtor and Track 1A Debtor entities; (2) liabilities incurred after the Petition Date; (3) pre-petition liabilities that the Track 1B Debtors and the 2010 Track Debtors expect to pay in full, even though certain of these amounts may not be paid until after the applicable Debtor's plan of reorganization is effective; and (4) liabilities related to pre-petition contracts that affirmatively have not been rejected. Unsecured liabilities not subject to compromise as of December 31, 2009 with respect to the Track 1A Debtors are reflected at the current estimate of the probable amounts to be paid. However, the amounts of such unsecured

liabilities related to the associated liabilities not subject to compromise resolved or allowed by the Bankruptcy Court (and therefore paid at 100% pursuant to the Track 1 Plans) has not yet been determined. In such regard, during February 2010, payments commenced on the Track 1 Debtor claims, a process expected to continue for several months as the amounts to be allowed are confirmed by the Bankruptcy Court. With respect to secured liabilities, GAAP bankruptcy guidance provides that Track 1A Debtor mortgage loans should be recorded at their estimated Fair Value upon emergence. A discount of approximately $342.2 million was recorded on such $4.65 billion of secured debt, with the resulting gain classified as a reorganization item. This discount will be accreted on an effective yield basis into interest expense in future periods as a non-cash item until maturity of the related debt obligation. In certain cases, either due to loan modifications which provide, with respect to the Special Consideration Properties (as defined in Note 6), the right to satisfy our obligations to the applicable mortgage lender by assigning title to the property to such lender or due to the non-recourse nature of the loans, the estimated Fair Value of the debt was set to the estimated Fair Value of the property. Similar gains will be recorded in the first quarter of 2010 with respect to the $7.69 billion of mortgage loans related to the Track 1B Debtors that have emerged or will emerge from bankruptcy in 2010.

All liabilities incurred prior to the Petition Date other than those specified immediately above are considered LSTC. The amounts of the various categories of liabilities that are subject to compromise are set forth below. As described above, these amounts represent the Company's estimates of known or potential pre-petition claims that are likely to be resolved in connection with the Chapter 11 Cases. Such claims remain subject to future adjustments which may result from 2010 Track Debtor/creditor negotiations, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of any collateral securing claims, amended proofs of claim, or other events. There can be no assurance that the liabilities represented by claims against a particular 2010 Track Debtor will not be found to exceed the Fair Value of its respective assets. This could result in claims being paid at less than 100% of their face value and the equity of the applicable 2010 Track Debtor being diluted or eliminated entirely. The amounts subject to compromise consisted of the following items:

The classification of liabilities as LSTC or as liabilities not subject to compromise is based on currently available information and analysis. As the Chapter 11 Cases proceed and additional information is received and analysis is completed, or as the Bankruptcy Court rules on relevant matters, the classification of amounts between LSTC and liabilities not subject to compromise may change. The amount of any such changes could be material.

Reorganization items under the Chapter 11 Cases are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases and are presented separately in the Consolidated Statements of Income and Comprehensive Income and in the condensed combined statements of operations of the Debtors presented above. These items include professional fees and similar types of expenses and gains directly related to the Chapter 11 Cases, resulting from activities of the reorganization process, and interest earned on cash accumulated by the Debtors as a result of the Chapter 11 Cases. Unless property-specific or expressly allocated, reorganization items have been considered to be exclusively TopCo Debtor items.

In addition, the key employee incentive program (the "KEIP") was subject to approval by the Bankruptcy Court. The KEIP is intended to retain certain key employees and provides for payment to these employees upon successful emergence from bankruptcy. A portion of the KEIP, currently estimated at approximately $131 million in the aggregate, has been deemed probable of being paid and therefore, as of December 31, 2009, we have accrued $27.5 million related to the period from the date approved by the Bankruptcy Court to our estimated date of successful emergence from bankruptcy. Although the amount of the KEIP payment is technically uncapped, we estimate the cost to be in the range from zero to approximately $160 million.

Real estate assets are stated at cost less any provisions for impairments. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized to the extent the total carrying amount of the property does not exceed the estimated Fair Value of the completed property. Real estate taxes and interest costs incurred during construction periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Capitalized real estate taxes and interest costs are amortized over lives which are consistent with the constructed assets.

Pre-development costs, which generally include legal and professional fees and other directly-related third-party costs, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed (see also our impairment policies in this Note 2 below).

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the applicable lease term. Maintenance and repairs are charged to expense when incurred. Expenditures for significant betterments and improvements are capitalized.

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

Operating properties, land held for development and sale and developments in progress

The generally accepted accounting principles related to accounting for the impairment or disposal of long-lived assets require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its Fair Value. We review our consolidated

and unconsolidated real estate assets, including operating properties, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flow. The cash flow estimates used both for determining recoverability and estimating Fair Value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary; the excess of the carrying amount of the asset over its estimated Fair Value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

In 2009, the holding periods for the Special Consideration Properties were reduced to either reflect our probable transfer of such properties to the lender in satisfaction of the secured debt obligation or a change in the estimated holding period with respect to such property in conjunction with the development of our overall plan of reorganization. We recorded impairment charges related to our operating properties, land held for development and sale, and properties under development of $1.08 billion, $83.8 million and $130.5 million for the years ended December 31, 2009, 2008 and 2007, as presented in the table below. All of these impairment charges are included in provisions for impairment in our consolidated financial statements for the years ended December 31, 2009, 2008 and 2007.

than temporary. Accordingly, in addition to the property-specific impairment analysis that we perform on the investment properties, land held for development and sale and developments in progress owned by such joint ventures (as part of our investment property impairment process described above), we also considered the ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests. We recorded impairment charges related to our investments in Circle T Power Center and The Shops at Circle T Ranch joint venture of $10.6 million for the year ended December 31, 2009 to write these investments down to their estimated Fair Value. Based on such evaluations, no provisions for impairment were recorded for the years ended December 31, 2008 and 2007 related to our investments in Unconsolidated Real Estate Affiliates. See Note 5 for further disclosure of the provisions for impairment related to certain properties within our Unconsolidated Real Estate Affiliates.

The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed was recorded as goodwill. Goodwill has been recognized and allocated to specific properties in our Retail and Other Segment since each individual rental property or each operating property is an operating segment and considered a reporting unit. The generally accepted accounting principles related to goodwill and other intangible assets states that goodwill should be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. As of the end of each quarter in 2009, we performed impairment tests on goodwill as changes in current market and economic conditions during each of the quarters in 2009 indicated an impairment of the asset might have occurred. We perform this test by first comparing the estimated Fair Value of each property with our book value of the property, including, if applicable, its allocated portion of aggregate goodwill. We assess Fair Value based on estimated future cash flow projections that utilize discount and capitalization rates which are generally unobservable in the market place (Level 3 inputs) under these principles, but approximate the inputs we believe would be utilized by market participants in assessing fair value. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions. If the carrying amount of a property, including its goodwill, exceeds its estimated Fair Value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. In this second step, if the implied Fair Value of goodwill is less than the carrying amount of goodwill, an impairment charge is recorded. Based on our testing methodology, we recorded provisions for impairment of goodwill for the years

ended December 31, 2009 and 2008, as presented in the table below. No provisions for impairment of goodwill were recorded for the year ended December 31, 2007.

					Years Ended December 31,

				Method of Determining Fair Value	Years Ended December 31,
Impaired Asset			Location	Method of Determining Fair Value	2009		2008		2007
					(In thousands)
Retail and other:
	Operating properties:
		Bay City Mall	Bay City, MI	Discounted cash flow analysis(4)	$	830	$	—	$	—
		Cache Valley Mall	Logan, UT	Discounted cash flow analysis(5)		3,169		—		—
		Cache Valley Marketplace	Logan, UT	Discounted cash flow analysis(5)		938		—		—
		Century Plaza	Birmingham, AL	Projected sales price analysis(1)		—		7,819		—
		Chico Mall	Chico, CA	Discounted cash flow analysis(4)		4,127		—		—
		Country Hills Plaza	Ogden, UT	Discounted cash flow analysis(4)		287		—		—
		Eagle Ridge Mall	Lake Wales, FL	Discounted cash flow analysis(4)		22,301		—		—
		Foothills Mall	Fort Collins, CO	Discounted cash flow analysis(5)		57,602		—		—
		Lakeview Square	Battle Creek, MI	Discounted cash flow analysis(4)		2,764		—		—
		Landmark Mall	Alexandria, VA	Discounted cash flow analysis		27,323		—		—
		Moreno Valley Mall	Moreno Valley, CA	Discounted cash flow analysis(4)		2,873		—		—
		Northgate Mall	Chattanooga, TN	Discounted cash flow analysis(4)		14,904		—		—
		North Plains Mall	Clovis, NM	Discounted cash flow analysis(5)		2,496		—		—
		Oviedo Marketplace	Oviedo, FL	Discounted cash flow analysis(4)		3,438		—		—
		Owings Mills Mall	Owings Mills, MD	Discounted cash flow analysis		51,604		—		—
		Owings Mills-Two Corporate Center	Owings Mills, MD	Projected sales price analysis(1)		7,880		—		—
		Plaza 9400	Sandy, UT	Projected sales price analysis(1)		5,409		—		—
		Piedmont Mall	Danville, VA	Discounted cash flow analysis(4)		7,232		—		—
		River Falls Mall	Clarksville, IN	Discounted cash flow analysis		82,893		—		—
		The Shoppes At The Palazzo	Las Vegas, NV	Discounted cash flow analysis(5)		37,914		—		—
		Silver Lake Mall	Coeur d' Alene, ID	Discounted cash flow analysis(5)		10,134		—		—
		Spring Hill Mall	West Dundee, IL	Discounted cash flow analysis(5)		59,050		—		—

						Years Ended December 31,

					Method of Determining Fair Value	Years Ended December 31,
Impaired Asset				Location	Method of Determining Fair Value	2009		2008		2007
						(In thousands)
		Southshore Mall		Aberdeen, WA	Projected sales price analysis(1)		—		3,951		—
		The Village At Redlands		Redlands, CA	Projected sales price analysis(1)		5,537		—		—

			Total operating properties				410,705		11,770		—

	Development:
		Allen Towne Mall		Allen, TX	Projected sales price analysis(1)	$	29,063	$	—	$	—
		The Bridges At Mint Hill		Charlotte, NC	Comparable property market analysis		16,636		—		—
		Cottonwood Mall		Holladay, UT	Comparable property market analysis		50,768		—		—
		Elk Grove Promenade		Elk Grove, CA	Comparable property market analysis		175,280		—		—
		Kendall Town Center		Miami, FL	Projected sales price analysis(1)		35,518		—		—
		Princeton Land East, LLC		Princeton, NJ	Comparable property market analysis		8,904		—		—
		Princeton Land LLC		Princeton, NJ	Comparable property market analysis		13,356		—		—
		Redlands Promenade		Redlands, CA	Projected sales price analysis(1)		6,747		—		—
		The Shops At Summerlin Centre		Las Vegas, NV	Comparable property market analysis		176,141		—		—

			Total development				512,413		—		—

	Various pre-development costs				(2)		51,373		31,689		2,933
	Goodwill				(3)		140,627		32,806		—

Total Retail and other							1,115,118		76,265		2,933

Master Planned Communities:
		Columbia Master Planned Community		Columba, MD	Projected sales price analysis(1)		—		—		77,200
		Fairwood Master Planned Community		Columbia, MD	Projected sales price analysis(1)		52,769		—		50,400
		Nouvelle at Natick		Natick, MA	Discounted cash flow analysis		55,923		40,346		—

Total Master Planned Communities							108,692		40,346		127,600

Total Provisions for impairment						$	1,223,810	$	116,611	$	130,533

Certain of our properties had Fair Values less than their carrying amounts. However, based on the Company's plans with respect to those properties, we believe that the carrying amounts are recoverable and therefore, under applicable GAAP guidance, no additional impairments were taken. Nonetheless, due to the tight credit markets, the recent and continuing decline in our market capitalization, the uncertain economic environment, as well as other uncertainties, or if our plans regarding our assets change, additional impairment charges in the future could result. Therefore, we can provide no assurance that material impairment charges with respect to operating properties, Unconsolidated Real Estate Affiliates, construction in progress, property held for development and sale or goodwill will not occur in future periods. Accordingly, we will continue to monitor circumstances and events in future periods to determine whether additional impairments are warranted.

Acquisitions of properties are accounted for utilizing the purchase method and, accordingly, the results of operations of acquired properties are included in our results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, debt liabilities assumed and identifiable intangible assets and liabilities such as amounts related to in-place at-market tenant leases, acquired above and below-market tenant and ground leases and tenant relationships. Due to existing contacts and relationships with tenants at our currently owned properties and at properties currently managed for others, no significant value has been ascribed to the tenant relationships at the acquired properties.

As of January 1, 2009, we adopted a new generally accepted accounting principle related to business combinations, which will change how business acquisitions are accounted for and will impact the financial statements both on the acquisition date and in subsequent periods.

We account for investments in joint ventures where we own a non-controlling joint interest using the equity method. Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and reduced by distributions received. Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. Except for Retained Debt (as described in Note 5), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of such Unconsolidated Real Estate Affiliates is amortized over lives ranging from five to forty five years. When cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements. For those joint ventures where we own less than approximately a 5% interest and have virtually no influence on the joint venture's operating and financial policies, we account for our investments using the cost method.

Highly-liquid investments with maturities at dates of purchase of three months or less are classified as cash equivalents.

Leases which transfer substantially all the risks and benefits of ownership to tenants are considered finance leases and the present values of the minimum lease payments and the estimated residual values of the leased properties, if any, are accounted for as receivables. Leases which transfer substantially all the risks and benefits of ownership to us are considered capital leases and the present values of the minimum lease payments are accounted for as assets and liabilities.

Deferred expenses consist principally of financing fees and leasing costs and commissions. Deferred financing fees are amortized to interest expense using the effective interest method (or other methods which approximate the effective interest method) over the terms of the respective financing agreements. Deferred leasing costs and commissions are amortized using the straight-line method over periods that approximate the related lease terms. Deferred expenses in our Consolidated Balance Sheets are shown at cost, net of accumulated amortization, and were $266.2 million as of December 31, 2009 and $256.8 million as of December 31, 2008.

Generally, the holders of the Common Units share equally with our common stockholders on a per share basis in any distributions by the Operating Partnership on the basis that one Common Unit is equivalent to one share of GGP common stock. However, the Operating Partnership agreement permits distributions solely to GGP if such distributions are required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax (Note 7). Under certain circumstances, the Common Units (other than Common Units held by the parties to the Rights Agreement dated July 27, 1993, as described below) can be redeemed at the option of the holders for cash or, at our election, shares of GGP common stock on a one-for-one basis. Upon receipt of a request for redemption by a holder of such Common Units, the Company, as general partner of the Operating Partnership, has the option to pay the redemption price for such Common Units with shares of common stock of the Company (subject to certain conditions), or in cash, on a one-for-one basis with a cash redemption price equivalent to the market price of one share of common stock of the Company at the time of redemption. Parties to the Rights Agreement dated July 27, 1993 (the "Rights Agreement") have the right to redeem the Common Units covered by such agreement for shares of GGP Common Stock on a one-for-one basis until they and certain affiliates own 25% of the outstanding shares of GGP Common Stock, at which point such parties have the right, subject to certain limitations, to require the Company to purchase any additional Common Units subject to the agreement. The Company may elect to pay for such Common Units in cash, or in shares of GGP Common Stock at the Company's election subject to certain limitations. All prior requests for redemption of Common Units have been fulfilled with shares of the Company's common stock. Notwithstanding this historical practice, the aggregate amount of cash that would have been paid to the

holders of the outstanding Common Units as of December 31, 2009 if such holders had requested redemption of the Common Units as of December 31, 2009, and all such Common Units were redeemed (or purchased in the case of the Rights Agreement) for cash, would have been $86.1 million. As a result of the Chapter 11 Cases, we currently cannot redeem Common Units for cash or shares of GGP common stock. In addition, the conditions necessary to issue GGP common stock upon redemption of Common Units are not currently satisfied. GAAP provides that the redeemable noncontrolling interests are to be presented in our Consolidated Balance Sheets at the greater of Fair Value (the conversion value of the units based on the stock price) or the carrying amount of the units. The applicable stock price was $11.56 and $1.29 per share at December 31, 2009 and December 31, 2008, respectively. Accordingly, the redeemable noncontrolling interests have been presented at Fair Value at December 31, 2009 and carrying amount at December 31, 2008.

We account for repurchases of common stock using the cost method with common stock in treasury classified in the Consolidated Balance Sheets as a reduction of stockholders' equity. Treasury stock is reissued at average cost.

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates and accretion related to above and below-market tenant leases on acquired properties. Termination income recognized for the years ended December 31, 2009, 2008 and 2007 was $23.3 million, $34.9 million and $26.0 million, respectively. Net accretion related to above and below-market tenant leases for the years ended December 31, 2009, 2008 and 2007 was $8.5 million, $15.6 million and $31.0 million, respectively.

Straight-line rent receivables, which represent the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases, of $254.7 million as of December 31, 2009 and $228.1 million as of December 31, 2008 are included in Accounts and notes receivable, net in our consolidated financial statements.

Percentage rent in lieu of fixed minimum rent received from tenants for the years ended December 31, 2009, 2008 and 2007 was $61.7 million, $50.3 million and $44.3 million, respectively, and is included in Minimum rents in our consolidated financial statements.

We provide an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. We also evaluate the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long-term nature of our leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. Our experience relative to unbilled deferred rent receivable is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations. For that portion of the otherwise recognizable deferred rent that is not deemed to be probable of collection, no revenue is recognized. Accounts receivable in our Consolidated Balance Sheets are shown net of an allowance for doubtful

accounts of $69.2 million as of December 31, 2009, $59.8 million as of December 31, 2008 and $68.6 milion as of December 31, 2007. The following table summarizes the changes in allowance for doubtful accounts:

Overage Rent ("Overage Rent") is paid by a tenant when its sales exceed an agreed upon minimum amount. Overage Rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage Rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds. Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other shopping center operating expenses and are generally recognized as revenues in the period the related costs are incurred.

Management and other fees primarily represent management and leasing fees, construction fees, financing fees and fees for other ancillary services performed for the benefit of the Unconsolidated Real Estate Affiliates and for properties owned by third parties (Note 9).

Revenues from land sales are recognized using the full accrual method provided that various criteria relating to the terms of the transactions and our subsequent involvement with the land sold are met. Revenues relating to transactions that do not meet the established criteria are deferred and recognized when the criteria are met or using the installment or cost recovery methods, as appropriate in the circumstances. Revenues and cost of sales are recognized on a percentage of completion basis for land sale transactions in which we are required to perform additional services and incur significant costs after title has passed.

Cost ratios for land sales are determined as a specified percentage of land sales revenues recognized for each community development project. The cost ratios used are based on actual costs incurred and estimates of future development costs and sales revenues to completion of each project. The ratios are reviewed regularly and revised for changes in sales and cost estimates or development plans. Significant changes in these estimates or development plans, whether due to changes in market conditions or other factors, could result in changes to the cost ratio used for a specific project. The specific identification method is used to determine cost of sales for certain parcels of land, including acquired parcels we do not intend to develop or for which development was complete at the date of acquisition.

As of December 31, 2009, there have been 84 unit closings of sales at our 215 unit Nouvelle at Natick residential condominium project. As the threshold for profit recognition on such sales has not yet been achieved, the $36.4 million of sales proceeds received at December 31, 2009 has been deferred and has been reflected within accounts payable, accrued expenses and other liabilities (Note 11). When

such thresholds are achieved, the deferred revenue, and the related costs of units sold, will be reflected on the percentage of completion method within our master planned community segment.

Deferred income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns and are recorded primarily by certain of our taxable REIT subsidiaries. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. An increase or decrease in the deferred tax liability that results from a change in circumstances, and which causes a change in our judgment about expected future tax consequences of events, is included in the current tax provision. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the current tax provision. It is possible that the Company could experience a change in control pursuant to Section 382 that could limit the benefit of deferred tax assets. In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense.

In many of our Master Planned Communities, gains with respect to sales of land for commercial use, condominiums or apartments are reported for tax purposes on the percentage of completion method. Under the percentage of completion method, gain is recognized for tax purposes as costs are incurred in satisfaction of contractual obligations. The method used for determining the percentage complete for income tax purposes is different than that used for financial statement purposes. In addition, gains with respect to sales of land for single family residences are reported for tax purposes under the completed contract method. Under the completed contract method, gain is recognized for tax purposes when 95% of the costs of our contractual obligations are incurred or the contractual obligation is transferred.

Basic earnings per share ("EPS") is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of convertible securities is computed using the "if-converted" method and the dilutive effect of options, warrants and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans) is computed using the "treasury stock" method.

Diluted EPS excludes options where the exercise price was higher than the average market price of our common stock and options for which vesting requirements were not satisfied. Such options totaled 6,207,025 shares as of December 31, 2009, 4,966,829 shares as of December 31, 2008 and 3,754,458 shares as of December 31, 2007. Outstanding Common Units have also been excluded from the diluted

earnings per share calculation because including such Common Units would also require that the share of GGPLP income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS. Finally, the Exchangeable Notes that were issued in April 2007 (Note 6) are also excluded from EPS because the conditions for exchange were not satisfied as of December 31, 2008 and were stayed by our Chapter 11 Cases in 2009.

		Years Ended December 31,

		2009						2008						2007
		Basic			Diluted			Basic			Diluted			Basic			Diluted
		(In thousands)
Numerators:
	(Loss) income from continuing operations	$	(1,303,861	)	$	(1,303,861	)	$	(36,372	)	$	(36,372	)	$	347,597		$	347,597
	Allocation to noncontrolling interests		20,115			20,115			(4,909	)		(4,909	)		(73,955	)		(73,955	)

	(Loss) income from continuing operations—net of noncontrolling interests		(1,283,746	)		(1,283,746	)		(41,281	)		(41,281	)		273,642			273,642
	Discontinued operations—(loss) gain on dispositions		(966	)		(966	)		55,044			55,044			—			—
	Allocation to noncontrolling interests		23			23			(9,044	)		(9,044	)		—			—

	Discontinued operations—net of noncontrolling interests		(943	)		(943	)		46,000			46,000			—			—
	Net (loss) income		(1,304,827	)		(1,304,827	)		18,672			18,672			347,597			347,597
	Allocation to noncontrolling interests		20,138			20,138			(13,953	)		(13,953	)		(73,955	)		(73,955	)

	Net (loss) income attributable to common stockholders	$	(1,284,689	)	$	(1,284,689	)	$	4,719		$	4,719		$	273,642		$	273,642

Denominators:
	Weighted average number of common shares outstanding—basic and diluted		311,993			311,993			262,195			262,195			243,992			243,992
	Effect of dilutive securities—stock options		—			—			—			—			—			546

	Weighted average number of common shares outstanding		311,993			311,993			262,195			262,195			243,992			244,538

As of January 1, 2009, we adopted the generally accepted accounting principles related to disclosures about derivative instruments and hedging activities which requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the Fair Value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

During the first quarter of 2009, our interest rate swaps no longer qualified as highly effective and therefore no longer qualified for hedge accounting treatment as the Company made the decision not to pay future settlement payments under such swaps. As a result of the terminations of the swaps we incurred termination fees of $34.8 million. Accordingly, we reduced the liability associated with these derivative financial instruments during the first and second quarter of 2009 (included in interest expense in our consolidated financial statements) which resulted in a reduction in interest expense of $27.7 million in 2009. As the interest payments on the hedged debt remain probable, the net balance in the gain or loss in accumulated other comprehensive (loss) income of $(27.7) million that existed as of December 31, 2008 remains in accumulated other comprehensive (loss) income and is amortized to interest expense as the hedged forecasted transactions impact earnings or are deemed probable not to occur. The amortization of the accumulated other comprehensive (loss) income resulted in additional interest expense of $18.1 million for the year ended December 31, 2009.

Under interest rate cap agreements, we make initial premium payments to the counterparties in exchange for the right to receive payments from them if interest rates exceed specified levels during the agreement period. Notional principal amounts are used to express the volume of these transactions, but the cash requirements and amounts subject to credit risk are substantially less. We had no interest rate cap derivatives for our Consolidated Properties as of December 31, 2009 while we had three outstanding interest rate cap derivatives that were designated as a cash flow hedge of interest rate risk with a notional value of $1.13 billion as of December 31, 2008.

Parties to interest rate exchange agreements are subject to market risk for changes in interest rates and risk of credit loss in the event of nonperformance by the counterparty. We do not require any collateral under these agreements, but deal only with well known financial institution counterparties (which, in certain cases, are also the lenders on the related debt) and expect that all counterparties will meet their obligations.

We have not recognized any losses as a result of hedge accounting and the expense that we recognized related to changes in the time value of interest rate cap agreements were insignificant for 2009, 2008 and 2007.

Most investments in marketable securities are held in an irrevocable trust for participants (employees of a subsidiary acquired in 2004) in a qualified defined contribution pension plan, are classified as trading securities and are carried at Fair Value with changes in values recognized in earnings. Investments in certain marketable debt securities with maturities at dates of purchase in excess of three months are carried at amortized cost as we intend to hold these investments until maturity. Other investments in marketable equity securities subject to significant restrictions on sale or transfer are classified as available-for-sale and are carried at Fair Value with unrealized changes in values recognized in other comprehensive income.

We adopted the generally accepted accounting principles related to Fair Value measurements as of January 1, 2008 for our financial assets and liabilities and, although our disclosures were increased, such adoption did not change our valuation methods for such assets and liabilities. This initial adoption applied primarily to our derivative financial instruments, which are assets and liabilities carried at Fair Value (primarily based on unobservable market data) on a recurring basis in our consolidated financial statements. As of December 31, 2009, our derivative financial instruments and our investments in marketable securities are immaterial to our consolidated financial statements. In addition, as required, we adopted these principles as of January 1, 2009 for our non-financial assets and liabilities, which, in accordance with the guidance impacts our assets measured at Fair Value due to impairments incurred since adoption.

The accounting principles for Fair Value measurements establish a three-tier Fair Value hierarchy, which prioritizes the inputs used in measuring Fair Value. These tiers include:

The asset or liability Fair Value measurement level within the Fair Value hierarchy is based on the lowest level of any input that is significant to the Fair Value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Any Fair Values utilized or disclosed in our consolidated financial statements were developed for the purpose of complying with the accounting principles established for Fair Value measurements. The Fair Values of our assets or liabilities for enterprise value in our Chapter 11 Cases or as a component of our reorganization plan (see Note 1) will reflect differing assumptions and methodologies. These estimates will be subject to a number of approvals and reviews and therefore may be materially different.

The following table summarizes our assets and liabilities that are measured at Fair Value on a nonrecurring basis:

		Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total (Loss) Gain Year Ended December 31, 2009

		(In thousands)
Investments in real estate:
	Allen Towne Mall	$	25,900	$	—	$	25,900	$	—	$	(29,063	)
	Bay City Mall(1)		26,711		—		—		26,711		(830	)
	The Bridges At Mint Hill		14,100		—		14,100		—		(16,636	)
	Cache Valley Mall(1)		26,695		—		—		26,695		(3,169	)
	Cache Valley Marketplace(1)		8,100		—		—		8,100		(938	)
	Chico Mall(1)		55,524		—		—		55,524		(4,127	)
	Cottonwood Mall(1)		21,500		—		—		21,500		(50,768	)
	Country Hills Plaza(1)		11,626		—		—		11,626		(287	)
	Eagle Ridge Mall(1)		27,289		—		—		27,289		(22,301	)
	Elk Grove Promenade		21,900		—		21,900		—		(175,280	)
	Fairwood Master Planned Community		12,629		—		12,629		—		(52,769	)
	Foothills Mall(1)		42,296		—		—		42,296		(57,602	)
	Kendall Town Center		13,931		—		—		13,931		(35,518	)
	Lakeview Square(1)		33,618		—		—		33,618		(2,764	)
	Landmark Mall(1)		49,501		—		—		49,501		(27,323	)
	Moreno Valley Mall(1)		78,477		—		—		78,477		(2,873	)
	Northgate Mall(1)		27,179		—		—		27,179		(14,904	)
	North Plains Mall(1)		15,252		—		—		15,252		(2,496	)
	Nouvelle At Natick		64,661		—		—		64,661		(55,923	)
	Oviedo Marketplace(1)		34,578		—		—		34,578		(3,438	)
	Owings Mills Mall(1)		26,695		—		—		26,695		(51,604	)
	Owings Mills-Two Corporate Center		15,762		—		—		15,762		(7,880	)
	Plaza 9400		2,618		—		—		2,618		(5,409	)
	Piedmont Mall(1)		30,222		—		—		30,222		(7,232	)
	Princeton Land East, LLC		8,802		—		8,802		—		(8,904	)
	Princeton Land LLC		11,948		—		11,948		—		(13,356	)
	Redlands Promenade		6,727		—		—		6,727		(6,747	)
	River Falls Mall(1)		23,782		—		—		23,782		(82,893	)

The Fair Values of our financial instruments approximate their carrying amount in our financial statements except for debt. Notwithstanding that we do not believe that a fully-functioning market for real property financing exists currently, GAAP guidance requires that management estimate the Fair Value of our debt. However, as a result of the Company's Chapter 11 filing, the Fair Value for the outstanding debt that is included in liabilities subject to compromise in our Consolidated Balance Sheets cannot be reasonably determined at December 31, 2009 as the timing and amounts to be paid are subject to confirmation by the Bankruptcy Court. For the $7.30 billion of mortgages, notes and loans payable outstanding that are not subject to compromise at December 31, 2009, management's required estimates of Fair Value are presented below. This Fair Value was estimated solely for financial statement reporting purposes and should not be used for any other purposes, including to estimate the value of any of the Company's securities or to estimate the appropriate interest rate for consensual and non-consensual restructuring of secured debt in our Chapter 11 Cases. We estimated the Fair Value of this debt based on quoted market prices for publicly-traded debt, recent financing transactions (which may not be comparable), estimates of the Fair Value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate ("LIBOR"), a widely quoted market interest rate which is frequently the index used to determine the rate at which we borrow funds and U.S. treasury obligation interest rates, and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the

debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed, or, in the case of the debt of the Track 1A Debtors, recorded due to GAAP bankruptcy emergence guidance (as described above and in Note 6). Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated Fair Value of any of such debt could be realized by immediate settlement of the obligation.

Included in such amounts for 2009 is $4.2 billion of debt that relates to the 50 properties that emerged from bankruptcy in December 2009 where the carrying value of the debt was adjusted by $342.2 million to an estimated Fair Value of such debt (based on significant unobservable Level 3 Inputs).

We evaluate our stock-based compensation expense in accordance with the generally accepted accounting principles related to share—based payments, which requires companies to estimate the Fair Value of share—based payment awards on the date of grant using an option—pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Consolidated Statements of Income and Comprehensive Income.

These accounting principles require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The cumulative effect of estimating forfeitures for these plans decreased compensation expense by approximately $1.8 million for the year ended December 31, 2009, $1.9 million for the year ended December 31, 2008 and $1.0 million for the year ended December 31, 2007 and have been reflected in our consolidated financial statements.

In October 2008, the independent members of the Company's Board of Directors learned that between November 2007 and September 2008, an affiliate of certain Bucksbaum family trusts advanced a series of unsecured loans, without the Board's approval, to Mr. Robert Michaels, the Company's former director and president and Mr. Bernard Freibaum, the Company's former director and chief financial officer, for the purpose of repaying personal margin debt relating to Company common stock owned by each of them. The loan to Mr. Michaels, which totaled $10 million, has been repaid in full. The loans to Mr. Freibaum totaled $90 million, of which $80 million was outstanding as of the date of Mr. Freibaum's separation from the Company in 2008. No Company assets or resources were involved

in the loans and no laws or United States Securities and Exchange Commission ("SEC") rules were violated as a result of the loans. Under applicable GAAP guidance, as a result of these loans, the Company is deemed to have received a contribution to capital by the lender and to have incurred compensation expense in an equal amount for no incremental equity interest in the Company. We calculated the Fair Value of the loans based on a derivation of the income approach known as the discounted cash flow method. Specifically, the Fair Values of the loans were calculated as the present value of the estimated future cash flows (consisting of quarterly interest payments, an annual loan commitment fee, and principal repayment upon demand of the loan) attributable to the loan using a market-based discount rate that accounts for the time value of money and the appropriate degree of risk inherent in the loans as of the various valuation dates. Included in our valuation of the Fair Value of the loans is a consideration for the credit risk of the loans on each date of issuance, based upon, among other considerations, Mr. Freibaum's and Mr. Michaels' stockholdings in the Company, outstanding loans and current and past compensation from the Company. For Mr. Freibaum's loans we valued the loans at each respective disbursement date and amendment date and used loan terms varying from six months to two years reflecting our estimation that repayment would require an orderly liquidation of Mr. Freibaum's other assets. For Mr. Michaels' loans, we valued the loan at its disbursement date based on its actual term. Accordingly, the compensation expense is measured as the difference between the Fair Values of the loans as compared to the face amount of the loans. Such calculated expenses are measured and recognizable at the date of such advances and as of the dates of amendments as there were no future service or employment requirements stated in the loan agreements. The total compensation expense is the aggregation of the Fair Value to face amount differences. Accordingly, we recorded the cumulative correction of the compensation expense of $15.4 million in the fourth quarter of 2008 and there was no impact to 2009.

In the fall of 2007, a lawsuit (the "Glendale Matter") involving Caruso Affiliated Holdings, LLC as Plaintiff and GGP and GGP/Homart II, L.L.C. (one of our Unconsolidated Real Estate Affiliates) (collectively, the "Defendants") in the Los Angeles Superior Court (the "Court") alleging violations of the California antitrust and unfair competition laws and tortious interference with prospective economic advantage was concluded. The Court entered judgment with respect to the interference with prospective economic advantage claim against Defendants in the amount of $74.2 million in compensatory damages, $15.0 million in punitive damages, and $0.2 million in court costs (the "Judgment Amount"). Defendants appealed the judgment and posted an appellate bond in April 2008 for $134.1 million, which was equal to 150% of the Judgment Amount. Additionally, in April 2008, GGPLP supplied cash as collateral to secure the appellate bond in the amount equal to 50% of the total bond amount or $67.1 million.

On December 19, 2008, the Defendants agreed to terms of a settlement and mutual release agreement with Caruso Affiliated Holdings LLC which released the Defendants from all past, present and future claims related to the Glendale Matter in exchange for a settlement payment of $48.0 million, which was paid from the appellate bond cash collateral account in January 2009. Concurrently, GGP agreed with its joint venture partner in GGP/Homart II, New York State Common Retirement Fund ("NYSCRF"), that GGP would not be reimbursed for any portion of this payment, and we would reimburse $5.5 million of costs to NYSCRF in connection with the settlement.

Accordingly, as of December 2008, the Company adjusted its liability for the Judgment Amount from $89.4 million to $48.0 million and reversed legal fees incurred by GGP/Homart II of $14.2 million that were previously recorded at 100% by GGP and post-judgment related interest expense of $7.0 million. The net impact of these items related to the settlement is a credit of $57.1 million reflected in litigation recovery in our Consolidated Statements of Income and Comprehensive Income for 2008. Also as a result of the settlement, the Company reflected its 50% share of legal costs that had previously been recorded at 100% as $7.1 million of additional expense reflected in Equity in income of Unconsolidated Real Estate Affiliates in our Consolidated Statements of Income and Comprehensive Income for 2008.

The functional currencies for our international joint ventures are their local currencies. Assets and liabilities of these investments are translated at the rate of exchange in effect on the balance sheet date and operations are translated at the weighted average exchange rate for the period. Translation adjustments resulting from the translation of assets and liabilities are accumulated in stockholders' equity as a component of accumulated other comprehensive income (loss). Translation of operations is reflected in equity in income of Unconsolidated Real Estate Affiliates.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets and goodwill, valuation of debt of emerged entities and cost ratios and completion percentages used for land sales. Actual results could differ from these and other estimates.

On February 29, 2008, we acquired The Shoppes at The Palazzo in Las Vegas, Nevada for an initial purchase price of $290.8 million (Note 14).

On July 6, 2007, we acquired the fifty percent interest owned by NYSCRF in the GGP/Homart I portfolio (the "Homart I acquisition") for a purchase price of approximately $2.3 billion, including approximately $1 billion of assumed debt.

		Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount

					(In thousands)
As of December 31, 2009
Tenant leases:
	In-place value	$	539,257		$	(335,310	)	$	203,947
	Above-market		94,194			(59,855	)		34,339
	Below-market		(149,978	)		86,688			(63,290	)
Ground leases:
	Above-market		(16,968	)		2,423			(14,545	)
	Below-market		271,602			(29,926	)		241,676
Real estate tax stabilization agreement			91,879			(20,272	)		71,607
As of December 31, 2008
Tenant leases:
	In-place value	$	637,791		$	(381,027	)	$	256,764
	Above-market		117,239			(65,931	)		51,308
	Below-market		(199,406	)		110,650			(88,756	)
Ground leases:
	Above-market		(16,968	)		1,951			(15,017	)
	Below-market		271,602			(24,049	)		247,553
Real estate tax stabilization agreement			91,879			(16,348	)		75,531

Changes in gross asset (liability) balances in 2009 are the result of the allocation of provisions for impairment (Note 2) and our policy of writing off fully amortized intangible assets.

The gross asset balances of the in-place value of tenant leases are included in Buildings and equipment in our Consolidated Balance Sheets. Acquired in-place at-market tenant leases are amortized over periods that approximate the related lease terms. The above-market and below-market tenant and ground leases as well as the real estate tax stabilization agreement intangible asset are included in Prepaid expenses and other assets and Accounts payable and accrued expenses as detailed in Note 11. Above and below-market lease values are amortized over the remaining non-cancelable terms of the respective leases (averaging approximately five years for tenant leases and approximately 45 years for ground leases).

Amortization/accretion of these intangible assets and liabilities, and similar assets and liabilities from our Unconsolidated Real Estate Affiliates at our share, decreased our income (excluding the impact of noncontrolling interest and the provision for income taxes) by $62.6 million in 2009, $70.4 million in 2008 and $62.5 million in 2007.

Future amortization, including our share of such items from Unconsolidated Real Estate Affiliates, is estimated to decrease income (excluding the impact of noncontrolling interest and the provision for

income taxes) by $54.8 million in 2010, $44.4 million in 2011, $37.0 million in 2012, $30.6 million in 2013 and $31.3 million in 2014.

NOTE 4 DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES

On December 21, 2009, we sold one office building totaling approximately 38,400 square feet and 4.1995 acres of land located in Woodlands, Texas for a total sales price of $2.0 million, resulting in a total loss of $0.9 million.

On April 4, 2008, we sold one office building totaling approximately 16,500 square feet located in Las Vegas for a total sales price of $3.3 million, resulting in a total gain of $2.0 million (net of $0.5 million of noncontrolling interest).

On April 23, 2008, we sold two office buildings totaling approximately 390,000 square feet located in Maryland for a sales price of $94.7 million (including debt assumed of approximately $84 million), resulting in total gains of $28.8 million (net of $5.7 million of noncontrolling interest).

On August 21, 2008, we sold an office park consisting of three office buildings totaling approximately 73,500 square feet located in Maryland for a total sales price of $4.7 million, resulting in total gains of $0.8 million (net of $0.2 million of noncontrolling interest).

On September 29, 2008, we sold an office park consisting of five office buildings totaling approximately 306,500 square feet located in Maryland for a total sales price of $42.3 million, resulting in total gains of $14.4 million (net of $2.6 million of noncontrolling interest).

All of the 2008 dispositions are included in discontinued operations, (loss) gain on dispositions in our consolidated financial statements. For Federal income tax purposes, the two office buildings and one of the office parks located in Maryland were used as relinquished property in a like-kind exchange involving the acquisition of The Shoppes at The Palazzo.

We evaluated the operations of these properties pursuant to the requirements of the generally accepted accounting principles related to business combinations and concluded that the operations of these office buildings that were sold did not materially impact the prior period results and therefore have not reported any prior operations of these properties as discontinued operations in the accompanying consolidated financial statements.

The Unconsolidated Real Estate Affiliates include our noncontrolling investments in real estate joint ventures. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. As we have joint interest and control of these ventures with our venture partners and they have substantive participating rights in such ventures, we account for these joint ventures using the equity method. Some of the joint ventures have elected to be taxed as REITs. As described in Note 1, at December 31, 2009, we have three joint venture investments located outside the U.S. These investments, with an aggregate carrying amount of $221.0 million and $166.7 million at December 31, 2009 and 2008, respectively, are managed

by the respective joint venture partners in each country. Substantially all changes in 2009 and 2008 in the carrying amount of our investments in such international joint ventures have been due to currency fluctuations. As we also have substantial participation rights with respect to these international joint ventures, we account for them on the equity method. Finally, we entered into an agreement to sell our Costa Rica investment for $7.5 million, yielding a nominal gain that we expect will be recognized in the first quarter of 2010.

In June and July, 2009 we made capital contributions of $28.7 million and $57.5 million, respectively, to fund our portion of $172.2 million of joint venture mortgage debt which had reached maturity and which, due to the non-functioning credit markets, we were unable to satisfactorily extend or refinance. As of December 31, 2009, approximately $6.38 billion of indebtedness was secured by our Unconsolidated Properties, our share of which was approximately $3.12 billion. There can be no assurance that we will be able to refinance or restructure such debt (including the $635.9 million of debt maturing in 2010) on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

In certain circumstances, we have debt obligations in excess of our pro rata share of the debt of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness of such Unconsolidated Real Estate Affiliates. The proceeds of the Retained Debt which are distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. Such Retained Debt totaled $158.2 million as of December 31, 2009 and $160.8 million as of December 31, 2008, and has been reflected as a reduction in our investment in Unconsolidated Real Estate Affiliates. We are obligated, and through March 1, 2010 have fulfilled our obligation, to contribute funds to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, will be reduced to the extent of such deficiencies. As of March 1, 2010, we do not anticipate an inability to perform on our obligations with respect to such Retained Debt.

In certain other circumstances, the Company, in connection with the debt obligations of certain Unconsolidated Real Estate Affiliates, has agreed to provide supplemental guarantees or master-lease commitments to provide to the debt holders additional credit-enhancement or security. As of December 31, 2009, we do not expect to be required to perform pursuant to any of such supplemental credit-enhancement provisions for our Unconsolidated Real Estate Affiliates, either due to estimates of the current obligations represented by such provisions or as a result of the protections afforded us through our Chapter 11 Cases.

We recorded provisions for impairment related to our Unconsolidated Real Estate Affiliates for the years ended December 31, 2009, 2008 and 2007, as presented in the table below. In addition, we recorded provisions for impairment related to our investments in The Shops at Circle T Ranch and Circle T Power Center joint ventures of $10.6 million for the year ended December 31, 2009. All of

these impairment charges are included in equity in earnings (loss) from Unconsolidated Real Estate Affiliates in our consolidated financial statements.

Impaired Asset		Location	2009		Year Ended December 31, 2008		2007

					(In thousands)
GGP/Homart II
	Montclair Properties(1)	Montclair, CA	$	12,894	$	—	$	—
	Various pre-development costs(2)			3,697		446		(17	)

				16,591		446		(17	)
GGP/Teachers
	Silver City Galleria(1)	Taunton, MA		16,846		—		—
	Various pre-development costs(2)			17		115		45

				16,863		115		45
The Shops at Circle T Ranch(3)		Dallas, TX		17,062		—		—
Circle T Power Center(3)		Dallas, TX		21,020		—		—
Other:
	Various pre-development costs(2)			2,749		267		451

			$	74,285	$	828	$	479

Total Provisions for impairment, at our ownership share			$	37,120	$	389	$	232

On January 29, 2010, our Brazilian joint venture, Aliansce Shopping Centers S.A. ("Aliansce"), commenced trading on the Brazilian Stock Exchange, or BM&FBovespa, as a result of an initial public offering of Aliansce's common shares in Brazil. GGP did not sell any of its Aliansce shares in the offering and now has approximately a 31.4% ownership interest in Aliansce, which develops, owns and manages shopping centers in Brazil. In light of Aliansce becoming a public company in Brazil, we will change the manner in which we account for our share of Aliansce's results of operations in our consolidated financial statements. We will continue to apply the equity method to our interest in Aliansce; however, commencing in 2010 we will report our share of Aliansce's results in our financial statements one quarter in arrears due to the timing of the release of Aliansce's publicly available financial statements. As a result of the transition to this accounting treatment, GGP's financial statements for the quarter ended March 31, 2010 will not include any results from Aliansce's business and GGP's financial statements for the fiscal year ended December 31, 2010 will include only nine months of Aliansce's operations. We do not believe that this timing difference will have a material impact on our consolidated financial statements.

The significant accounting policies used by the Unconsolidated Real Estate Affiliates are the same as ours.

Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates

Following is summarized financial information for our Unconsolidated Real Estate Affiliates as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007. Certain 2008 and 2007 amounts have been reclassified to conform to the 2009 presentation.

				December 31, 2009			December 31, 2008

				(In thousands)
Condensed Combined Balance Sheets—Unconsolidated Real Estate Affiliates
Assets:
	Land			$	901,387		$	863,965
	Buildings and equipment				7,924,577			7,558,344
	Less accumulated depreciation				(1,691,362	)		(1,524,121	)
	Developments in progress				333,537			549,719

		Net property and equipment			7,468,139			7,447,907
	Investment in unconsolidated joint ventures				385,767			241,786
	Investment property and property held for development and sale				266,253			282,636

		Net investment in real estate			8,120,159			7,972,329
	Cash and cash equivalents				275,018			231,500
	Accounts and notes receivable, net				226,385			163,749
	Deferred expenses, net				197,663			173,213
	Prepaid expenses and other assets				293,069			225,809

			Total assets	$	9,112,294		$	8,766,600

Liabilities and Owners' Equity:
	Mortgages, notes and loans payable			$	6,375,798		$	6,411,631
	Accounts payable, accrued expenses and other liabilities				490,814			513,538
	Owners' equity				2,245,682			1,841,431

			Total liabilities and owners' equity	$	9,112,294		$	8,766,600

Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners' equity				$	2,245,682		$	1,841,431
Less joint venture partners' equity					(1,940,707	)		(915,690	)
Capital or basis differences and loans					1,636,049			911,894

Investment in and loans to/from
	Unconsolidated Real Estate Affiliates, net			$	1,941,024		$	1,837,635

Reconciliation—Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset—Investment in and loans to/from
	Unconsolidated Real Estate Affiliates			$	1,979,313		$	1,869,929
Liability—Investment in and loans to/from
	Unconsolidated Real Estate Affiliates				(38,289	)		(32,294	)

Investment in and loans to/from
	Unconsolidated Real Estate Affiliates, net			$	1,941,024		$	1,837,635

			Years Ended December 31,

			2009			2008			2007
			(In thousands)
Condensed Combined Statements of Income—Unconsolidated Real Estate Affiliates
Revenues:
	Minimum rents		$	763,283		$	761,128		$	805,713
	Tenant recoveries			335,324			337,377			356,148
	Overage rents			13,213			17,622			25,314
	Land sales			72,367			137,504			161,938
	Management and other fees			32,526			24,459			33,145
	Other			93,886			113,988			142,549

		Total revenues		1,310,599			1,392,078			1,524,807

Expenses:
	Real estate taxes			99,600			93,707			100,279
	Repairs and maintenance			78,965			78,222			84,840
	Marketing			15,265			18,251			25,275
	Other property operating costs			226,615			234,388			272,560
	Land sales operations			60,717			81,833			91,539
	Provision for doubtful accounts			12,931			7,115			4,185
	Property management and other costs			78,433			85,013			90,945
	General and administrative			28,508			24,647			22,281
	Provisions for impairment			74,285			828			479
	Litigation (recovery) provision			—			(89,225	)		89,225
	Depreciation and amortization			271,246			245,794			255,827

		Total expenses		946,565			780,573			1,037,435

Operating income				364,034			611,505			487,372
Interest income				7,220			12,467			24,725
Interest expense				(337,871	)		(338,770	)		(358,088	)
(Provision for) benefit from income taxes				(995	)		3,773			(9,263	)
Equity in income of unconsolidated joint ventures				61,730			30,359			27,989

Income from continuing operations				94,118			319,334			172,735
Discontinued operations, including net gain on dispostions				—			—			106,016

Net income				94,118			319,334			278,751
Allocation to noncontrolling interests				(3,453	)		624			103

Net income attributable to joint venture partners			$	90,665		$	319,958		$	278,854

Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to joint venture partners			$	90,665		$	319,958		$	278,854
Joint venture partners' share of income				(26,320	)		(119,709	)		(187,672	)
Amortization of capital or basis differences				(59,710	)		(29,117	)		(19,019	)
Special Allocation of litigation provision to GGPLP				—			(89,225	)		89,225
Elimination of Unconsolidated Real Estate Affiliates loan interest				—			(1,313	)		(2,987	)

Equity in income of Unconsolidated Real Estate Affiliates			$	4,635		$	80,594		$	158,401

Condensed Financial Information of Individually Significant Unconsolidated Real Estate Affiliates

Following is summarized financial information for GGP/Homart II, L.L.C. ("GGP/Homart II"), GGP- TRS, L.L.C. ("GGP/Teachers") and The Woodlands Land Development Holdings, L.P. ("The Woodlands Partnership"). We account for these joint ventures using the equity method because we have joint interest and joint control of these ventures with our venture partners and since they have substantive participating rights in such ventures. For financial reporting purposes, we consider these joint ventures to be individually significant Unconsolidated Real Estate Affiliates. Our investment in such affiliates varies from a strict ownership percentage due to capital or basis differences or loans and related amortization.

We own 50% of the membership interest of GGP/Homart II, L.L.C. ("GGP/Homart II"), a limited liability company. The remaining 50% interest in GGP/Homart II is owned by NYSCRF. GGP Homart II owns 11 retail properties and one office building. Certain 2008 and 2007 amounts have been reclassified to conform to the 2009 presentation.

			GGP/Homart II

			December 31, 2009			December 31, 2008
			(In thousands)
Assets:
	Land		$	238,164		$	239,481
	Buildings and equipment			2,783,869			2,761,838
	Less accumulated depreciation			(526,985	)		(482,683	)
	Developments in progress			5,129			85,676

		Net investment in real estate		2,500,177			2,604,312
	Cash and cash equivalents			70,417			42,836
	Accounts and notes receivable, net			47,843			45,025
	Deferred expenses, net			92,439			84,902
	Prepaid expenses and other assets			20,425			27,411

		Total assets	$	2,731,301		$	2,804,486

Liabilities and Capital:
	Mortgages, notes and loans payable		$	2,245,582		$	2,269,989
	Accounts payable, accrued expenses and other liabilities			63,923			80,803
	Capital			421,796			453,694

		Total liabilities and capital	$	2,731,301		$	2,804,486

			GGP/Homart II

			Years Ended December 31,
			2009			2008			2007
			(In thousands)
Revenues:
	Minimum rents		$	244,576		$	246,516		$	230,420
	Tenant recoveries			109,779			112,142			103,265
	Overage rents			3,546			4,429			7,008
	Other			7,841			10,502			10,028

		Total revenues		365,742			373,589			350,721

Expenses:
	Real estate taxes			31,418			32,875			29,615
	Repairs and maintenance			24,113			25,620			23,100
	Marketing			5,767			6,640			8,332
	Other property operating costs			39,434			43,219			41,116
	Provision for doubtful accounts			2,404			1,833			1,315
	Property management and other costs			22,837			23,185			22,279
	General and administrative			380			2,872			11,777
	Provisions for impairment			16,591			446			(17	)
	Litigation (recovery) provision			—			(89,225	)		89,225
	Depreciation and amortization			95,975			90,243			81,241

		Total expenses		238,919			137,708			307,983

Operating income				126,823			235,881			42,738
Interest income				5,212			7,276			7,871
Interest expense				(125,678	)		(121,543	)		(109,209	)
(Provision for) benefit from income taxes				(1,176	)		5,839			(2,202	)

Net income (loss)				5,181			127,453			(60,802	)
Allocation to noncontrolling interests				(5	)		(21	)		(26	)

Net income (loss) attributable to joint venture partners			$	5,176		$	127,432		$	(60,828	)

					GGP/Homart II

					Years Ended December 31,
					2009			2008			2007
								(In thousands)
Cash Flows from Operating Activities:
	Net income (loss)				$	5,181		$	127,453		$	(60,802	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Provisions for impairment				16,591			446			(17	)
		Depreciation and amortization				95,975			90,243			81,241
		Amortization of deferred financing costs				1,035			970			460
		Straight-line rent amortization				(4,256	)		(4,637	)		(4,929	)
		Amortization of intangibles other than in-place leases				—			—			(2,306	)
		Net changes:
			Accounts and notes receivable and other assets, net			4,031			3,050			3,354
			Deferred expenses			(15,205	)		(5,699	)		(22,132	)
			Accounts payable and accrued expenses			3,852			(115,846	)		111,954
			Other, net			4,249			8,101			(4,893	)

				Net cash provided by operating activities		111,453			104,081			101,930

Cash Flows from Investing Activities:
	Acquisition/development of real estate and property additions/improvements					(22,283	)		(128,271	)		(267,882	)
	Proceeds from sales of investment properties					—			2,179			1,349
	(Increase) decrease in restricted cash					(49	)		—			—

		Net cash used in investing activities				(22,332	)		(126,092	)		(266,533	)

Cash Flows from Financing Activities:
	Proceeds from issuance of mortgages, notes and loans payable					—			290,000			—
	Principal payments on mortgage notes, notes and loans payable					(24,407	)		(130,958	)		(24,316	)
	Notes payable from affiliate					—			—			(149,500	)
	Deferred financing costs					(7	)		(2,570	)		(17	)
	(Distributions) contributions and receivables from members, net					(37,126	)		(122,476	)		362,998

		Net cash (used in) provided by financing activities				(61,540	)		33,996			189,165

		Net change in cash and cash equivalents				27,581			11,985			24,562
Cash and cash equivalents at the beginning of period						42,836			30,851			6,289

Cash and cash equivalents at the end of period					$	70,417		$	42,836		$	30,851

Supplemental Disclosure of Cash Flow Information:
	Interest paid, net of amounts capitalized				$	120,411		$	126,621		$	122,818
Non-Cash Investing and Financing Activities:
	Capital expenditures incurred but not yet paid				$	6,269		$	26,841		$	67,497
	Write-off of fully amortized below-market leases, net					—			—			2,306
	Distribution of member loans including accrued interest of $3,532					102,578			—			—

We own 50% of the membership interest in GGP-TRS, L.L.C. ("GGP/Teachers"), a limited liability company. The remaining 50% interest in GGP/Teachers is owned by the Teachers' Retirement System of the State of Illinois. GGP/Teachers owns six retail properties. Certain 2008 and 2007 amounts have been reclassified to conform to the 2009 presentation.

			GGP/Teachers

			December 31, 2009			December 31, 2008
			(In thousands)
Assets:
	Land		$	195,832		$	177,740
	Buildings and equipment			1,071,748			1,076,748
	Less accumulated depreciation			(153,778	)		(145,101	)
	Developments in progress			3,586			54,453

		Net investment in real estate		1,117,388			1,163,840
	Cash and cash equivalents			6,663			7,148
	Accounts and notes receivable, net			17,622			16,675
	Deferred expenses, net			42,941			20,011
	Prepaid expenses and other assets			7,216			17,097

		Total assets	$	1,191,830		$	1,224,771

Liabilities and Members' Capital:
	Mortgages, notes and loans payable		$	1,011,700		$	1,020,825
	Accounts payable, accrued expenses and other liabilities			32,914			40,787
	Members' Capital			147,216			163,159

		Total liabilities and members' capital	$	1,191,830		$	1,224,771

			GGP/Teachers

			Years Ended December 31,
			2009			2008			2007
			(In thousands)
Revenues:
	Minimum rents		$	102,735		$	116,132		$	111,810
	Tenant recoveries			51,804			51,093			46,370
	Overage rents			2,108			3,692			4,732
	Other			2,361			2,850			3,737

		Total revenues		159,008			173,767			166,649

Expenses:
	Real estate taxes			14,597			12,536			10,817
	Repairs and maintenance			10,029			10,033			9,073
	Marketing			2,349			2,545			3,992
	Other property operating costs			19,404			20,587			19,609
	Provision for doubtful accounts			1,695			1,487			455
	Property management and other costs			9,258			9,829			9,718
	General and administrative			258			254			239
	Provisions for impairment			16,863			115			45
	Depreciation and amortization			37,549			34,901			28,806

		Total expenses		112,002			92,287			82,754

Operating income				47,006			81,480			83,895
Interest income				7			229			702
Interest expense				(55,537	)		(55,640	)		(47,740	)
Provision for from income taxes				(99	)		(158	)		(181	)

Net (loss) income			$	(8,623	)	$	25,911		$	36,676

					GGP/Teachers

					Years Ended December 31,
					2009			2008			2007
					(In thousands)
Cash Flows from Operating Activities:
	Net income				$	(8,623	)	$	25,911		$	36,676
	Adjustments to reconcile net income to net cash provided by operating activities:
		Provisions for impairment				16,863			115			45
		Depreciation and amortization				37,549			34,901			28,806
		Amortization of deferred financing costs				1,337			1,338			1,294
		Straight-line rent amortization				(1,781	)		(1,578	)		(2,797	)
		Amortization of intangibles other than in-place leases				(5,900	)		(15,565	)		(17,595	)
		Net changes:
			Accounts and notes receivable and other assets, net			(2,783	)		(8,163	)		3,132
			Deferred expenses			(11,013	)		(2,253	)		(6,668	)
			Accounts payable and accrued expenses			4,251			(4,466	)		12,278
			Other, including gain on land exchange, net			(3,830	)		(243	)		330

				Net cash provided by operating activities		26,070			29,997			55,501

Cash Flows from Investing Activities:
	Acquisition/development of real estate and property additions/improvements					(9,899	)		(59,543	)		(112,333	)
	(Increase) decrease in restricted cash					(213	)		—			—

				Net cash used in investing activities		(10,112	)		(59,543	)		(112,333	)

Cash Flows from Financing Activities:
	Proceeds from issuance of mortgages, notes and loans payable					—			—			200,000
	Principal payments on mortgage notes, notes and loans payable					(9,125	)		(8,963	)		(103,587	)
	Deferred financing costs					2			—			(2,234	)
	Contributions (distributions) and receivables from members, net					(7,320	)		25,234			(35,953	)

				Net cash (used in) provided by financing activities		(16,443	)		16,271			58,226

				Net change in cash and cash equivalents		(485	)		(13,275	)		1,394
Cash and cash equivalents at the beginning of period						7,148			20,423			19,029

Cash and cash equivalents at the end of period					$	6,663		$	7,148		$	20,423

Supplemental Disclosure of Cash Flow Information:
	Interest paid, net of amounts capitalized				$	54,651		$	56,237		$	51,818
Non-Cash Investing and Financing Activities:
	Write-off of fully amortized below-market leases, net				$	46,956		$	23,483		$	2,422
	Write-off of investment in real estate					1,306			222			3,227
	Capital expenditures incurred but not yet paid					2,032			7,481			39,251

We own 52.5% of the membership interest of The Woodlands Land Development Company L.P. ("The Woodlands Partnership"), a limited liability partnership which is a venture developing the master planned community known as The Woodlands near Houston, Texas. The remaining 47.5% interest in The Woodlands Partnership is owned by Morgan Stanley Real Estate Fund II, L.P.

			The Woodlands Partnership

			December 31, 2009			December 31, 2008
			(In thousands)
Assets:
	Land		$	19,841		$	16,573
	Buildings and equipment			101,119			60,130
	Less accumulated depreciation			(14,105	)		(11,665	)
	Developments in progress			31,897			71,124
	Investment property and property held for development and sale			266,253			282,636

		Net investment in real estate		405,005			418,798
	Cash and cash equivalents			30,373			45,710
	Accounts and notes receivable, net			4,660			20,420
	Deferred expenses, net			593			1,268
	Prepaid expenses and other assets			30,275			93,538

		Total assets	$	470,906		$	579,734

Liabilities and Owners' Equity:
	Mortgages, notes and loans payable		$	281,964		$	318,930
	Accounts payable, accrued expenses and other liabilities			629			74,067
	Owners' equity			188,313			186,737

		Total liabilities and owners' equity	$	470,906		$	579,734

			The Woodlands Partnership

			Years Ended December 31,
			2009			2008			2007
			(In thousands)
Revenues:
	Minimum rents		$	6,514		$	4,227		$	734
	Land sales			72,367			137,504			161,938
	Other			11,658			12,957			34,750

		Total revenues		90,539			154,688			197,422

Expenses:
	Real estate taxes			596			634			131
	Repairs and maintenance			2,906			1,274			257
	Other property operating costs			16,668			19,180			39,162
	Land sales operations			60,717			81,833			91,539
	Depreciation and amortization			3,402			3,007			3,504

		Total expenses		84,289			105,928			134,593

Operating income				6,250			48,760			62,829
Interest income				592			769			676
Interest expense				(4,045	)		(6,268	)		(9,025	)
Provision for income taxes				(602	)		(978	)		(1,918	)

Income from continuing operations				2,195			42,283			52,562
Discontinued operations, including net gain on dispositions				—			—			94,556

Net income attributable to joint venture partners			$	2,195		$	42,283		$	147,118

					The Woodlands Partnership

					Years Ended December 31,
					2009			2008			2007
					(In thousands)
Cash Flows from Operating Activities:
	Net income				$	2,195		$	42,283		$	147,118
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				3,402			3,007			3,504
		Land development and acquisitions expenditures				(18,177	)		(50,975	)		(65,851	)
		Cost of land sales				34,560			56,301			68,162
		Gain on dispositions				—			(10,260	)		(94,556	)
		Net changes:
			Accounts and notes receivable, net			15,760			(18,672	)		(1,775	)
			Prepaid expenses and other assets			63,262			(9,955	)		14,422
			Deferred expenses			675			776			738
			Accounts payable and accrued expenses			(73,437	)		(3,452	)		16,745

				Net cash provided by operating activities		28,240			9,053			88,507

Cash Flows from Investing Activities:
	Acquisition/development of real estate and property additions/improvements					(5,992	)		(52,283	)		(67,624	)
	Proceeds from dispositions					—			30,178			146,822

				Net cash (used in) provided by investing activities		(5,992	)		(22,105	)		79,198

Cash Flows from Financing Activities:
	Proceeds from issuance of mortgages, notes and loans payable					8,095			92,470			—
	Principal payments on mortgages, notes and loans payable					(45,061	)		(60,305	)		(34,959	)
	Distributions and receivables from owners, net					—			—			(120,606	)
	Other					(619	)		(762	)		—

				Net cash (used in) provided by financing activities		(37,585	)		31,403			(155,565	)

				Net change in cash and cash equivalents		(15,337	)		18,351			12,140
Cash and cash equivalents at the beginning of period						45,710			27,359			15,219

Cash and cash equivalents at the end of period					$	30,373		$	45,710		$	27,359

Mortgages, notes and loans payable are summarized as follows (see Note 14 for the maturities of our long term commitments):

As previously discussed, on April 16 and 22, 2009, the Debtors filed voluntary petitions for relief under Chapter 11, which triggered defaults on substantially all debt obligations of the Debtors. However, under section 362 of Chapter 11, the filing of a bankruptcy petition automatically stays most actions against the debtor's estate. Absent an order of the Bankruptcy Court, these pre-petition liabilities are subject to settlement under a plan of reorganization, and therefore are presented as Liabilities subject to compromise on the Consolidated Balance Sheet. Of the total amount of debt presented above, $7.30 billion is not subject to compromise, consisting primarily of the collateralized mortgages of the Non-Debtors and the Track 1A Debtors and the DIP Facility. Also, as discussed in Note 1, the $1.70 billion of mortgages of the Track 1B Debtors were reflected as subject to compromise at December 31, 2009 as the effective dates of their plans of reorganization did not occur as of December 31, 2009. We expect that such mortgage loan amounts will be reflected as not subject to compromise in 2010.

As of December 31, 2009, as described in Note 1, plans of reorganization for the Track 1A Debtors, owning 50 operating properties secured by approximately $4.65 billion of mortgage debt, had been declared effective. The Track 1 Plans for such Track 1A Debtors provided for, in exchange for payment of certain extension fees and cure of previously unpaid amounts due on the applicable mortgage loans (primarily, principal amortization otherwise scheduled to have been paid since the Petition Date), the extension of the secured mortgage loans at previously existing non-default interest rates. As a result of the extensions, none of these loans will have a maturity prior to January 1, 2014 and the weighted average remaining duration of the secured loans associated with these properties is 4.49 years. In conjunction with these extensions, certain financial and operating covenants and guarantees were created or reinstated, all to be effective with the bankruptcy emergence of the 2010

Track Debtors. Also in conjunction with such extensions, the Debtors for 13 properties (the "Special Consideration Properties") have until two days following emergence of the TopCo Debtors to determine whether the collateral property should be deeded to the respective lender or the property should be retained with further modified loan terms. Prior to emergence of the TopCo Debtors, the lenders related to the Special Consideration Properties control all cash produced by the property and we are required to pay any operating expense shortfall. In addition, prior to emergence of the TopCo Debtors, the respective lender can change the manager of the property or put the property in receivership and GGP has an unrestricted right to deed the property to the lender. Five of the Special Consideration Properties, representing $371.1 million in secured debt, are owned by the Track 1A Debtors.

The weighted-average interest rate including the effects of interest rate swaps, excluding the effects of deferred finance costs and using the contract rate prior to any defaults on such loans, on our mortgages, notes and loans payable was 5.31% at December 31, 2009 and 5.36% at December 31, 2008. The weighted average interest rate, using the contract rate prior to any defaults on such loans, on the remaining corporate unsecured fixed and variable rate debt and the revolving credit facility was 4.24% at December 31, 2009 and 4.29% at December 31, 2008. With respect to those loans and Debtors that remain in bankruptcy at December 31, 2009, we are currently recognizing interest expense on our loans based on contract rates in effect prior to bankruptcy as the Bankruptcy Court has ruled that interest payments based on such contract rates constitutes adequate protection to the secured lenders.

The Track 2010 Debtors, pursuant to their debt obligations, are required to comply with certain customary financial covenants and affirmative representations and warranties including, but not limited to, stipulations relating to leverage, net equity, maintenance of our REIT status, maintenance of our New York Stock Exchange (the 'Exchange") listing, cross-defaults to certain other indebtedness and interest or fixed charge coverage ratios. Such financial covenants are calculated from applicable Company information computed in accordance with GAAP, subject to certain exclusions or adjustments, as defined. As discussed in the Debtors-in-possession section of Note 1, we were unable to repay or refinance certain debt as it became due, and our Chapter 11 cases have stayed the enforcement of the default provisions of such covenants.

As of December 31, 2009, $23.86 billion of land, buildings and equipment and developments in progress (before accumulated depreciation) have been pledged as collateral for our mortgages, notes and loans payable. Certain of these secured loans are cross-collateralized with other properties. Although substantially all of the $17.95 billion of fixed and variable rate secured mortgage notes and loans payable are non-recourse, $2.66 billion of such mortgages, notes and loans payable are recourse due to guarantees or other security provisions for the benefit of the note holder. Enforcement of substantially all of these security provisions are stayed by our Chapter 11 cases. In addition, certain mortgage loans as of December 31, 2009 contain other credit enhancement provisions (primarily master leases for all or a portion of the property) which have been provided by 2010 Track Debtors upon which we do not expect to perform during the pendency of our Chapter 11 Cases. Certain mortgage notes payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

The TopCo Debtors have certain unsecured debt obligations which are described below. Although the contractual terms of such loans are summarized below, as a result of the Chapter 11 Cases, the TopCo Debtors are not paying dividends or interest on such obligations. Satisfaction of these obligations will be addressed in the TopCo Debtors' plan of reorganization.

In April 2007, GGPLP sold $1.55 billion aggregate principal amount of 3.98% Exchangeable Notes. Interest on the Exchangeable Notes is payable semi-annually in arrears on April 15 and October 15 of each year, beginning October 15, 2007. The Exchangeable Notes will mature on April 15, 2027 unless previously redeemed by GGPLP, repurchased by GGPLP or exchanged in accordance with their terms prior to such date. Prior to April 15, 2012, we will not have the right to redeem the Exchangeable Notes, except to preserve our status as a REIT. On or after April 15, 2012, we may redeem for cash all or part of the Exchangeable Notes at any time, at 100% of the principal amount of the Exchangeable Notes, plus accrued and unpaid interest, if any, to the redemption date. On each of April 15, 2012, April 15, 2017 and April 15, 2022, holders of the Exchangeable Notes may require us to repurchase the Exchangeable Notes, in whole or in part, for cash equal to 100% of the principal amount of Exchangeable Notes to be repurchased, plus accrued and unpaid interest.

The Exchangeable Notes are exchangeable for GGP common stock or a combination of cash and common stock, at our option, upon the satisfaction of certain conditions, and any exchange currently is stayed by our Chapter 11 cases. The exchange rate for each $1,000 principal amount of the Exchangeable Notes is 11.27 shares of GGP common stock, which is subject to adjustment under certain circumstances. See Note 2 for information regarding the impact on our 2008 and 2007 comparative consolidated financial statements as the result of the new accounting guidance adopted as of January 1, 2009 relating to certain convertible debt instruments.

The Second Amended and Restated Credit Agreement (the "2006 Credit Facility").

The 2006 Credit Facility provides for a $2.85 billion term loan (the "Term Loan") and a $650 million revolving credit facility. However, as of December 31, 2009, $1.99 billion of the Term Loan and $590.0 million of the revolving credit facility was outstanding under the 2006 credit facility and no further amounts were available to be drawn due to our Chapter 11 cases. The 2006 Credit Facility had a scheduled maturity of February 24, 2010. The interest rate, as of December 31, 2009, was LIBOR plus 1.25%.

In May 2006 TRCLP sold $800.0 million of senior unsecured notes which provide for semi-annual, interest only payments at a rate of 6.75% and payment of the principal in full on May 1, 2013.

Subordinated Notes. The Junior Subordinated Notes bear interest at LIBOR plus 1.45%. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. As a result, we have recorded the Junior Subordinated Notes as Mortgages, Notes and Loans Payable and our common equity interest in the Trust as Prepaid Expenses and Other Assets in our Consolidated Balance Sheets at December 31, 2009 and 2008.

In conjunction with the TRC Merger, we acquired certain publicly-traded unsecured debt which totaled $1.45 billion at December 31, 2009 and 2008.

On May 14, 2009, the Bankruptcy Court issued an order authorizing certain of the Debtors to enter into a Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement among the Company, as co-borrower, GGP Limited Partnership, as co-borrower, certain of their subsidiaries, as guarantors, UBS AG, Stamford Branch, as agent, and the lenders party thereto (the "DIP Facility").

The DIP Facility, which closed on May 15, 2009, provides for an aggregate commitment of $400.0 million (the "DIP Term Loan"), which was used to refinance the $215.0 million remaining balance on the short-term secured loan and the remainder of which has been used to provide additional liquidity to the Debtors during the pendency of their Chapter 11 Cases. The DIP Facility provides that principal outstanding on the DIP Term Loan bears interest at an annual rate equal to LIBOR (subject to a minimum LIBOR floor of 1.5%) plus 12% and matures at the earlier of May 16, 2011 or the effective date of a plan of reorganization of the 2010 Track Debtors and has an outstanding balance of $400.0 million at December 31, 2009.

Subject to certain conditions being present, the Company will have the right to elect to repay all or a portion of the outstanding principal amount of the DIP Term Loan, plus accrued and unpaid interest thereon and all exit fees at maturity, by issuing (i) common stock of the Company to the lenders (the "Equity Conversion") or (ii) debt to the lenders, which would be issued for a three-year term, prepayable at any time without penalty or premium, and otherwise on terms substantially similar to those of the DIP Term Loan. Any Equity Conversion will be limited to the lenders' receipt of Company common stock equaling no more than (i) 8.0% of the Company common stock distributed in connection with the Debtors' plan of reorganization, as confirmed by the Bankruptcy Court (the "Plan of Reorganization") on a fully-diluted basis, or (ii) 9.9% of the Company common stock actually distributed in connection with the Plan of Reorganization on its effective date, without giving effect to common stock held back for the payment of contingencies. The DIP Credit Agreement contains customary non-financial covenants, representations and warranties, and events of default. Although the DIP Agreement contains no financial covenants, it does include obligations to periodically provide certain operating information concerning the Debtors directly to the DIP Agent.

We had outstanding letters of credit and surety bonds of $112.8 million as of December 31, 2009 and $286.2 million as of December 31, 2008. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year beginning January 1, 1993. To qualify as a REIT, we must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our ordinary taxable income and to distribute to stockholders or pay tax on 100% of capital gains and to meet certain asset and income tests. As discussed in Note 1, we obtained Bankruptcy Court approval to distribute $0.19 per share (no more than 10% in cash) to our stockholders (paid on January 28, 2010) to satisfy such GGPI REIT distribution requirements for 2009.

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income. In addition, we are subject to rules which may impose corporate income tax on certain built-in gains recognized upon the disposition of assets owned by our subsidiaries where such subsidiaries (or other predecessors) had formerly been C corporations. These rules apply only where the disposition occurs within certain specified recognition periods. The properties subject to these rules are TRCLP properties that were associated with the private REIT/TRS restructuring described below and our Victoria Ward properties. However, to the extent that any such properties subject to the built-in gain tax are to be sold, we intend to utilize tax strategies when prudent, such as dispositions through like-kind exchanges to limit or offset the amount of such gains and therefore the amount of tax paid, although the market climate and our business needs may not allow for such strategies to be implemented.

We also have subsidiaries which we have elected to be treated as a TRS (also "TRS entities") and which are, therefore, subject to federal and state income taxes. Our primary TRS entities include GGMI and entities which own our master planned community properties as well as some operating properties. Current Federal income taxes of certain of these TRS entities are likely to increase in future years as we exhaust the net loss carryforwards of these entities and as certain master planned community developments are completed. Such increases could be significant.

Effective March 31, 2007, through a series of transactions, a private REIT owned by GGPLP was contributed to TRCLP and one of our TRS entities became a qualified REIT subsidiary of that private REIT ("the Private REIT/TRS Restructuring"). This transaction resulted in a $328.4 million decrease in our net deferred tax liabilities, an approximate $7.4 million increase in our current taxes payable and an approximate $321.0 million income tax benefit related to the properties now owned by that private REIT.

The provision for (benefit from) income taxes for the years ended December 31, 2009, 2008 and 2007 was as follows:

Income tax expense computed by applying the Federal corporate tax rate for the years ended December 31, 2009, 2008 and 2007 is reconciled to the provision for income taxes as follows:

Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods. Our net operating loss carryforwards are currently scheduled to expire in subsequent years through 2030. Some of the net operating loss carryforward amounts are subject to annual limitations under Section 382 of the Code. This annual limitation under Section 382 is subject to modification if a taxpayer recognizes what are called "built-in gain items." It is possible that the Company could, in the future, experience a change in control pursuant to Section 382 that could put additional limits on the benefit of deferred tax assets.

The amounts and expiration dates of operating loss and tax credit carryforwards for tax purposes for the TRS's are as follows:

Each TRS and certain REIT entities subject to state income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. As of December 31, 2009, the Company had gross deferred tax assets totaling $273.5 million, of which a valuation allowance of $40.6 million has been established against certain deferred tax assets, and gross deferred tax liabilities of $1.07 billion. Net deferred tax assets (liabilities) are summarized as follows:

Due to the uncertainty of the realization of certain tax carryforwards, we have established valuation allowances on those deferred tax assets that we do not reasonably expect to realize.

The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities at December 31, 2009 and 2008 are summarized as follows:

The deferred tax liability associated with the master planned communities is largely attributable to the difference between the basis and value determined as the date of the acquisition of TRC in 2004 adjusted for sales that have occurred since that time. The cash cost related to this deferred tax liability is dependent upon the sales price of future land sales and the method of accounting used for income tax purposes. The deferred tax liability related to deferred income is the difference between the income tax method of accounting and the financial statement method of accounting for prior sales of land in our Master Planned Communities.

Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different than what was reported on the returns. In the opinion of management, we have made adequate tax provisions for years subject to examination. Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending December 31, 2005 through 2009 and are open to audit by state taxing authorities for years ending December 31, 2004 through 2009. In the fourth quarter of 2008, we effectively settled with the IRS with respect to the audits for the years 2001 through 2005 for two of our taxable REIT subsidiaries. In February 2009, we were notified that the IRS had commenced examination of the year ended December 31, 2007 with respect to two taxable REIT subsidiaries. We received a letter of Income Tax Examination Changes ("30 Day Letter") for the two taxable REIT subsidiaries with the proposed changes amounting to additional tax of $128.1 million. We timely filed a protest disputing the proposed changes. In December 2009, we were notified that the same two taxable REIT subsidiaries are also under audit for the year ended December 31, 2008. It is the Company's position that the pertinent tax law in question has been properly applied and reflected in the income tax returns for both 2008 and 2007. We are unable to determine when the examinations will be resolved.

On January 1, 2007, we adopted a generally accepted accounting principle related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.

At January 1, 2007, we had total unrecognized tax benefits of $135.1 million, excluding accrued interest, of which approximately $69 million would impact our effective tax rate. These unrecognized tax benefits increased our income tax liabilities by $82.1 million, increased goodwill by $28.0 million and cumulatively reduced retained earnings by $54.1 million. As of January 1, 2007, we had accrued interest of $11.9 million related to these unrecognized tax benefits and no penalties. Prior to adoption of the generally accepted accounting principle related to accounting for uncertainty in income taxes, we did not treat either interest or penalties related to tax uncertainties as part of income tax expense. With the adoption of the generally accepted accounting principle related to accounting for uncertainty in income taxes, we have chosen to change this accounting policy. As a result, we will recognize and report interest and penalties, if necessary, within our provision for income tax expense from January 1, 2007 forward. We recognized potential interest expense related to the unrecognized tax benefits of $3.7 million, $2.7 million and $7.0 million for the years ended December 31, 2009, 2008 and 2007, respectively. During the years ended December 31, 2009, 2008 and 2007 we recognized previously unrecognized tax benefits, excluding accrued interest, of ($6.2) million, $7.0 million and $20 million, respectively. The recognition of the previously unrecognized tax benefits resulted in the reduction of interest expense accrued related to these amounts. At December 31, 2009, we had total unrecognized

tax benefits of $104.0 million, excluding interest, of which $32.0 million would impact our effective tax rate.

Based on our assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will materially change from those recorded at December 31, 2009. A material change in unrecognized tax benefits could have a material effect on our statements of income and comprehensive income. As of December 31, 2009, there is $94.3 million of unrecognized tax benefits, excluding accrued interest, which due to the reasons above, could significantly increase or decrease during the next twelve months.

Earnings and profits, which determine the taxability of dividends to stockholders, differ from net income reported for financial reporting purposes due to differences for Federal income tax reporting purposes in, among other things, estimated useful lives, depreciable basis of properties and permanent and temporary differences on the inclusion or deductibility of elements of income and deductibility of expense for such purposes.

Distributions paid on our common stock and their tax status, as sent to our shareholders, is presented in the following table. The tax status of GGP distributions in 2009, 2008 and 2007 may not be indicative of future periods.

We receive rental income from the leasing of retail and other space under operating leases. The minimum future rentals based on operating leases of our Consolidated Properties held as of December 31, 2009 are as follows:

Minimum future rentals exclude amounts which are payable by certain tenants based upon a percentage of their gross sales or as reimbursement of operating expenses and amortization of above and below-market tenant leases. Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers, and consequently, our credit risk is concentrated in the retail industry.

Management and other fee revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates and for properties owned by third parties. Fees earned from the Unconsolidated Properties totaled $76.6 million in 2009, $74.3 million in 2008 and $83.4 million in 2007. Such fees are recognized as revenue when earned.

Prior to the Chapter 11 Cases, we granted qualified and non-qualified stock options and restricted stock to officers and key employees through the 2003 Incentive Stock Plan (the "2003 Incentive Plan"). The 2003 Incentive Plan provides for the issuance of 9,000,000 shares, of which 5,625,232 shares (4,878,500 stock options and 746,732 restricted shares) have been granted as of December 31, 2009, subject to certain customary adjustments to prevent dilution. Additionally, the Compensation Committee of the Board of Directors grants employment inducement awards to senior executives on a discretionary basis, and in the fourth quarter of 2008, granted 1,800,000 stock options to two senior executives. Stock options are granted by the Compensation Committee of the Board of Directors at an exercise price of not less than 100% of the Fair Value of our common stock on the date of the grant. The terms of the options are determined by the Compensation Committee.

The following tables summarize stock option activity for the 2003 Incentive Stock Plan as of and for the years ended December 31, 2009, 2008 and 2007.

The intrinsic value of outstanding and exercisable stock options as of December 31, 2009 represents the excess of our closing stock price on that date, $11.56, over the exercise price multiplied by the applicable number of shares that may be acquired upon exercise of stock options, and is not presented in the table above if the result is a negative value. The intrinsic value of exercised stock options represents the excess of our stock price at the time the option was exercised over the exercise price and was $0.6 million for options exercised during 2008 and $39.3 million for options exercised during 2007. No stock options were exercised during 2009.

The weighted-average Fair Value of stock options as of the grant date was $1.94 for stock options granted during 2008 and $11.07 for stock options granted during 2007. No stock options were granted during 2009.

Prior to 2007, stock options generally vested 20% at the time of the grant and in 20% annual increments thereafter. In February 2007, however, in lieu of awarding options similar in size to prior years to two of our senior executives, the Compensation Committee of our Board of Directors accelerated the vesting of options held by these executives so that all such options became immediately vested and exercisable. As a result, the vesting of 705,000 options was accelerated and compensation expense of $4.1 million which would have been recognized in 2007 through 2010 was recognized in the first quarter of 2007.

Pursuant to the 2003 Stock Incentive Plan, we make restricted stock grants to certain employees and non-employee directors. The vesting terms of these grants are specific to the individual grant. The vesting terms vary in that a portion of the shares vest either immediately or on the first anniversary and the remainder vest in equal annual amounts over the next two to five years. Participating employees must remain employed for vesting to occur (subject to certain exceptions in the case of retirement). Shares that do not vest are forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest.

The following table summarizes restricted stock activity for the respective grant years as of and for the years ended December 31, 2009, 2008, and 2007.

The total Fair Value of restricted stock grants which vested during 2009 was $0.1 million, during 2008 was $2.0 million and during 2007 was $2.0 million.

vesting occurs in order to exercise the options. The threshold price is determined by multiplying the CMP on the date of grant by an Estimated Annual Growth Rate (7%) and compounding the product over a five-year period. TSOs granted in 2004 and thereafter must be exercised within 30 days of the vesting date. TSOs granted prior to 2004, all of which have vested, have a term of up to 10 years. Under the 1998 Incentive Plan, 8,163,995 options have been granted as of December 31, 2009, subject to certain customary adjustments to prevent dilution. No TSOs were granted in 2008 or 2009 and the 1998 Incentive Plan terminated December 31, 2008.

The following table summarizes TSO activity as of December 31, 2009 by grant year.

The Company has a $200 million per fiscal year common stock repurchase program which gives us the ability to acquire some or all of the shares of common stock to be issued upon the exercise of the TSOs or the Contingent Stock Agreement under which we assumed the obligations of TRC to issue shares of common stock to the beneficiaries thereunder (the "CSA") (Note 14). During 2008 and in 2009, no shares were repurchased and, during the pendency of our Chapter 11 Cases, no stock repurchases are expected.

Historical data, such as the past performance of our common stock and the length of service by employees, is used to estimate expected life of the stock options, TSOs and our restricted stock and represents the period of time the options or grants are expected to be outstanding. No TSOs were granted during the years ended December 31, 2009 and 2008 and no stock options were granted during 2009. The Fair Values of TSOs granted in 2007 were estimated using the binomial method. The value of restricted stock grants is calculated as the average of the high and low stock prices on the date of the initial grant. The Fair Values of all other stock options were estimated on the date of grant using the Black-Scholes-Merton option pricing model. These Fair Values are affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. Expected volatilities are based on historical volatility of our stock price as well as that of our peer group, implied volatilities and various other factors. The weighted average estimated value of TSOs granted during 2007 and stock options granted during 2007 and 2008 were based on the following assumptions:

Compensation expense related to the Incentive Stock Plans, TSOs and restricted stock was $8.6 million in 2009, $6.8 million in 2008 and $16.9 million in 2007.

As of December 31, 2009, total compensation expense which had not yet been recognized related to nonvested options, TSOs and restricted stock grants was $14.7 million. Of this total, $8.4 million is expected to be recognized in 2010, $5.6 million in 2011 and $0.7 million in 2012. These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, actual forfeiture rates which differ from estimated forfeitures and/or timing of TSO vesting.

The General Growth Properties, Inc. Employee Stock Purchase Plan (the "ESPP"), which was terminated effective June 30, 2009 and had been suspended from June 2008 through June 2009, was established to assist eligible employees in acquiring stock ownership interest in GGP. Under the ESPP, eligible employees made payroll deductions over a six-month purchase period. At the end of each six-month purchase period, the amounts withheld were used to purchase shares of our common stock at a purchase price equal to 85% of the lesser of the closing price of a share of a common stock on the first or last trading day of the purchase period. The ESPP was considered a compensatory plan in accordance with the generally accepted accounting principles related to share—based payments. From inception through June 30, 2009, an aggregate of 1.7 million shares of our common stock had been purchased by eligible employees under the ESPP. Compensation expense related to the ESPP was $1.0 million in 2008 and $2.0 million in 2007. No compensation expense was recognized in 2009.

We sponsor the General Growth 401(k) Savings Plan (the "401(k) Plan") which permits all eligible employees to defer a portion of their compensation in accordance with the provisions of Section 401(k) of the Code. Subject to certain limitations (including an annual limit imposed by the Code), each participant is allowed to make before-tax contributions up to 50% of gross earnings, as defined. We add to a participant's account through a matching contribution up to 5% of the participant's annual earnings contributed to the 401(k) Plan. We match 100% of the first 4% of earnings contributed by each participant and 50% of the next 2% of earnings contributed by each participant. We recognized expense resulting from the matching contributions of $9.1 million in 2009, $10.7 million in 2008, and $10.2 million in 2007.

The Dividend Reinvestment and Stock Purchase Plan ("DRSP") was terminated on the Petition Date. In general, the DRSP had allowed participants to purchase our common stock from dividends received or additional cash investments. The stock was purchased at current market price, but no fees or commissions were charged to the participant. As of the Petition Date, an aggregate of 837,604 shares of our common stock had been issued under the DRSP.

The following table summarizes the significant components of prepaid expenses and other assets.

The following table summarizes the significant components of accounts payable, accrued expenses and other liabilities.

			December 31, 2009			December 31, 2008

			(In thousands)
Accounts payable and accrued expenses			$	434,911		$	263,167
Accrued interest				366,398			115,968
Construction payable				150,746			257,178
Uncertain tax position liability				129,413			134,646
Accrued payroll and other employee liabilities				104,926			62,591
Accrued real estate taxes				88,511			90,663
Hughes participation payable (Note 8)				68,378			73,325
Deferred gains/income				67,611			62,716
Below-market tenant leases (Note 2)				63,290			88,756
Conditional asset retirement obligation liability				24,601			23,499
Tenant and other deposits				23,250			24,452
Derivative financial instruments				—			27,715
Funded defined contribution plan liabilities				—			7,517
Other				212,861			306,956

	Total accounts payable and accrued expenses			1,734,896			1,539,149
	Less: amounts subject to compromise (Note 1)			(612,008	)		—

		Accounts payable and accrued expenses not subject to compromise	$	1,122,888		$	1,539,149

The following table reflects the activity of the redeemable noncontrolling interests for the years ended December 31, 2009, 2008 and 2007.

	(In thousands)

Balance at December 31, 2006 (as adjusted)	$	3,109,732
Net income		69,472
Distributions		(169,522	)
Conversion of operating partnership units into common shares		(7,695	)
Conversion of convertible preferred units to common shares		(488	)
Other comprehensive income		5,486
Adjustment for noncontrolling interests in operating partnership		65,431
Adjust redeemable noncontrolling interests		(713,515	)

Balance at December 31, 2007	$	2,358,901

Net income		11,499
Distributions		(88,328	)
Conversion of operating partnership units into common shares		(9,147	)
Conversion of convertible preferred units to common shares		(250	)
Other comprehensive loss		(18,160	)
Adjustment for noncontrolling interests in operating partnership		117,447
Adjust redeemable noncontrolling interests		(1,872,037	)

Balance at December 31, 2008	$	499,925

Net loss		(21,959	)
Distributions		(9,433	)
Conversion of operating partnership units into common shares		(324,489	)
Other comprehensive income		10,573
Adjustment for noncontrolling interests in operating partnership		(13,200	)
Adjust redeemable noncontrolling interests		65,416

Balance at December 31, 2009	$	206,833

On January 2, 2009, MB Capital Units LLC, pursuant to the Rights Agreement, converted 42,350,000 Common Units (approximately 13% of all outstanding Common Units, including those owned by GGP) in the Company's Operating Partnership into 42,350,000 shares of GGP common stock.

The Operating Partnership has also issued Convertible Preferred Units, which are convertible, with certain restrictions, at any time by the holder into Common Units of the Operating Partnership at the following rates (subject to adjustment):

Components of accumulated other comprehensive (loss) income as of December 31, 2009 and 2008 are as follows:

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on our consolidated financial position, results of operations or liquidity.

We have, in the past, periodically entered into contingent agreements for the acquisition of properties. Each acquisition subject to such agreements was subject to satisfactory completion of due diligence and, in the case of property acquired under development, completion of the project. In conjunction with the acquisition of The Grand Canal Shoppes in 2004, we entered into an agreement (the "Phase II Agreement") to acquire the multi-level retail space that is part of The Shoppes at The Palazzo in Las Vegas, Nevada (The "Phase II Acquisition") which is connected to the existing Venetian

and the Sands Expo and Convention Center facilities and The Grand Canal Shoppes. The project opened on January 18, 2008. The acquisition closed on February 29, 2008 for an initial purchase price payment of $290.8 million, which was primarily funded with $250.0 million of new variable-rate short-term debt collateralized by the property and for Federal income tax purposes was used as replacement property in a like-kind exchange. The Phase II Agreement provides for additional purchase price payments based on net operating income, as defined, of the Phase II retail space. Such additional payments, if any, are to be made during the 30 months after closing with the final payment being subject to re-adjustment 48 months after closing. Although we have currently estimated that no additional amounts will be paid pursuant to the Phase II Agreement, the total final purchase price of the Phase II Acquisition could be different than the current estimate.

See Note 7 for our obligations related to uncertain tax positions for disclosure of additional contingencies.

The following table summarizes the contractual maturities of our long-term commitments. Both long-term debt and ground leases include the related purchase accounting Fair Value adjustments:

In conjunction with GGP's acquisition of The Rouse Company ("TRC") in November 2004, GGP assumed TRC's obligations under a CSA. TRC entered into the CSA in 1996 when it acquired The Hughes Corporation ("Hughes"). This acquisition included various assets, including Summerlin (the "CSA Assets"), a development in GGP's Master Planned Communities segment. The CSA is an unsecured obligation of GGP and therefore, GGP's obligations to the former Hughes owners or their successors (the "Beneficiaries") under the CSA are, and will be, subject to treatment in accordance with applicable requirements of the bankruptcy law and any plan of reorganization that may be confirmed by the Bankruptcy Court.

Under the terms of the CSA, GGP was required through August 2009 to issue shares of its common stock semi-annually (February and August) to the Beneficiaries with the number of shares to be issued in any period based on cash flows from the development and/or sale of the CSA Assets and GGP's stock price. The Beneficiaries' share of earnings from the CSA Assets is accounted for as a land sales operations expense. During 2009, GGP was not obligated to deliver any shares of its common stock under the CSA as the net development and sales cash flows were negative for the applicable periods. During 2008, 356,661 shares of GGP common stock (from treasury shares) were delivered to the Beneficiaries pursuant to the CSA.

Under the terms of the CSA, GGP is also required to make a final distribution to the Beneficiaries in 2010, following a final valuation of the remaining CSA Assets as of December 31, 2009. The CSA sets forth a methodology for establishing this final valuation and requires the payment, if any, be made in shares of GGP common stock. GGP would account for any final distribution to the Beneficiaries as an additional GGP investment in the CSA Assets (that is, contingent consideration). However, since GGP's plan of reorganization is still being developed, treatment of the CSA and the final distribution amount, if any, to the Beneficiaries cannot currently be determined and, therefore, no liability for any final distribution amount is probable or estimable at December 31, 2009. The carrying amount of the CSA Assets as reflected in the Company's Consolidated Financial Statements is not the final valuation, and should not be relied upon for purposes of determining, or estimating, the final distribution amount, if any, to the Beneficiaries.

On June 12, 2009, the FASB issued new generally accepted accounting guidance that amends the consolidation guidance applicable to variable interest entities. The amendments to the consolidation guidance affect all entities and enterprises currently within the scope of the previous guidance and are effective to the Company on January 1, 2010. Although the amendments significantly affected the overall consolidation analysis under previously issued guidance, we do not expect changes to our consolidated financial statements for this new guidance.

In June 2009, the FASB issued new generally accepted accounting guidance related to the accounting standards codification and the hierarchy of generally accepted accounting principles. The codification's content will carry the same level of authority, effectively superseding previous related guidance. The GAAP hierarchy has been modified to include only two levels of GAAP: authoritative and nonauthoritative. This new guidance was effective for us in the third quarter of 2009. The effect of the implementation of this new guidance on our consolidated financial statements resulted in the conversion of previously referenced specific accounting guidance to a "plain English" reference.

operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. Our reportable segments are as follows:

The operating measure used to assess operating results for the business segments is Real Estate Property Net Operating Income ("NOI") which represents the operating revenues of the properties less property operating expenses, exclusive of depreciation and amortization and, with respect to our retail and other segment, provisions for impairment. Management believes that NOI provides useful information about a property's operating performance.

The accounting policies of the segments are the same as those described in Note 2, except that we report Unconsolidated Real Estate Affiliates using the proportionate share method rather than the equity method. Under the proportionate share method, our share of the revenues and expenses of the Unconsolidated Properties are combined with the revenues and expenses of the Consolidated Properties. Under the equity method, our share of the net revenues and expenses of the Unconsolidated Properties are reported as a single line item, Equity in income of Unconsolidated Real Estate Affiliates, in our Consolidated Statements of Income and Comprehensive Income. This difference affects only the reported revenues and operating expenses of the segments and has no effect on our reported net earnings. In addition, other revenue includes the NOI of discontinued operations and is reduced by the NOI attributable to our noncontrolling interest partners in consolidated joint ventures.

The total cash expenditures for additions to long-lived assets for the Master Planned Communities segment was $78.2 million for the year ended December 31, 2009, $166.1 million for the year ended December 31, 2008 and $243.3 million for the year ended December 31, 2007. Similarly, cash expenditures for long-lived assets for the Retail and Other segment was $252.8 million for the year ended December 31, 2009, $1.19 billion for the year ended December 31, 2008 and $1.50 billion for the year ended December 31, 2007. Such amounts for the Master Planned Communities segment and the Retail and Other segment are included in the amounts listed as Land/residential development and acquisitions expenditures and Acquisition/development of real estate and property additions/improvements, respectively, in our Consolidated Statements of Cash Flows.

The total amount of goodwill, as presented on our Consolidated Balance Sheets, is included in our Retail and Other segment.

				Year Ended December 31, 2009

				Consolidated Properties			Unconsolidated Properties			Segment Basis
				(In thousands)
Retail and Other
Property revenues:
	Minimum rents			$	1,992,046		$	388,997		$	2,381,043
	Tenant recoveries				883,595			158,160			1,041,755
	Overage rents				52,306			7,779			60,085
	Other, including noncontrolling interests				75,232			56,320			131,552

		Total property revenues			3,003,179			611,256			3,614,435

Property operating expenses:
	Real estate taxes				280,895			47,661			328,556
	Property maintenance costs				119,270			21,714			140,984
	Marketing				34,363			7,225			41,588
	Other property operating costs				529,686			131,220			660,906
	Provision for doubtful accounts				30,331			6,131			36,462

		Total property operating expenses			994,545			213,951			1,208,496

			Retail and other net operating income		2,008,634			397,305			2,405,939

Master Planned Communities
Land sales					45,997			37,993			83,990
Land sales operations					(50,807	)		(33,684	)		(84,491	)

	Master Planned Communities net operating (loss) income before provision for impairment				(4,810	)		4,309			(501	)
Provision for impairment					(108,691	)		—			(108,691	)

	Master Planned Communities net operating (loss) income				(113,501	)		4,309			(109,192	)

		Real estate property net operating income		$	1,895,133		$	401,614		$	2,296,747

				Year Ended December 31, 2008

				Consolidated Properties			Unconsolidated Properties			Segment Basis
				(In thousands)
Retail and Other
Property revenues:
	Minimum rents			$	2,085,758		$	383,003		$	2,468,761
	Tenant recoveries				927,332			159,499			1,086,831
	Overage rents				72,882			9,461			82,343
	Other, including noncontrolling interests				101,438			62,081			163,519

		Total property revenues			3,187,410			614,044			3,801,454

Property operating expenses:
	Real estate taxes				274,317			44,934			319,251
	Property maintenance costs				114,532			19,972			134,504
	Marketing				43,426			8,501			51,927
	Other property operating costs				557,259			140,062			697,321
	Provision for doubtful accounts				17,873			3,442			21,315

		Total property operating expenses			1,007,407			216,911			1,224,318

			Retail and other net operating income		2,180,003			397,133			2,577,136

Master Planned Communities
Land sales					66,557			72,189			138,746
Land sales operations					(63,441	)		(46,311	)		(109,752	)

	Master Planned Communities net operating income before provision for impairment				3,116			25,878			28,994
Provision for impairment					(40,346	)		—			(40,346	)

	Master Planned Communities net operating (loss) income				(37,230	)		25,878			(11,352	)

		Real estate property net operating income		$	2,142,773		$	423,011		$	2,565,784

				Year Ended December 31, 2007

				Consolidated Properties			Unconsolidated Properties			Segment Basis
				(In thousands)
Retail and Other
Property revenues:
	Minimum rents			$	1,933,674		$	406,241		$	2,339,915
	Tenant recoveries				859,801			173,486			1,033,287
	Overage rents				89,016			12,213			101,229
	Other, including noncontrolling interests				102,553			82,884			185,437

		Total property revenues			2,985,044			674,824			3,659,868

Property operating expenses:
	Real estate taxes				246,484			50,478			296,962
	Property and maintenance costs				111,490			22,670			134,160
	Marketing				54,664			12,233			66,897
	Other property operating costs				523,341			168,038			691,379
	Provision for doubtful accounts				5,426			1,978			7,404

		Total property operating expenses			941,405			255,397			1,196,802

			Retail and other net operating income		2,043,639			419,427			2,463,066

Master Planned Communities
Land sales					145,649			85,017			230,666
Land sales operations					(116,708	)		(57,813	)		(174,521	)

	Master Planned Communities net operating income before provision for impairment				28,941			27,204			56,145
Provision for impairment					(127,600	)		—			(127,600	)

	Master Planned Communities net operating (loss) income				(98,659	)		27,204			(71,455	)

		Real estate property net operating income		$	1,944,980		$	446,631		$	2,391,611

The following reconciles NOI to GAAP-basis operating income and income from continuing operations:

		Years Ended December 31,

		2009			2008			2007
		(In thousands)
Real estate property net operating income:
	Segment basis	$	2,296,747		$	2,565,784		$	2,391,611
	Unconsolidated Properties		(401,614	)		(423,011	)		(446,631	)

	Consolidated Properties		1,895,133			2,142,773			1,944,980
Management fees and other corporate revenues			75,851			96,495			119,941
Property management and other costs			(176,876	)		(184,738	)		(198,610	)
General and administrative			(28,608	)		(39,245	)		(37,005	)
Strategic initiatives			(67,341	)		(18,727	)		—
Litgation recovery (provision)			—			57,145			(89,225	)
Provisions for impairment			(1,115,119	)		(76,265	)		(2,933	)
Depreciation and amortization			(755,161	)		(759,930	)		(670,454	)
Noncontrolling interest in NOI of Consolidated Properties and other			10,787			11,063			11,167

	Operating income		(161,334	)		1,228,571			1,077,861
Interest income			3,321			3,197			8,641
Interest expense			(1,311,283	)		(1,325,273	)		(1,191,466	)
Benefit from (provision for) income taxes			14,610			(23,461	)		294,160
Equity in income of Unconsolidated Real Estate Affiliates			4,635			80,594			158,401
Reorganization items			146,190			—			—

	(Loss) income from continuing operations	$	(1,303,861	)	$	(36,372	)	$	347,597

The assets by segment and the reconciliation of total segment assets to the total assets in the consolidated financial statements at December 31, 2009 and 2008 are summarized as follows:

		2009

		First Quarter			Second Quarter			Third Quarter			Fourth Quarter
		(In thousands except for per share amounts)
Total revenues		$	788,640		$	792,095		$	760,961		$	794,118
Operating (loss) income(1)			(95,438	)		193,590			201,206			(460,692	)
Loss from continuing operations(1)			(404,145	)		(158,581	)		(117,454	)		(623,681	)
(Loss) income from discontinued operations			(55	)		—			29			(940	)
Net loss attibutable to common shareholders			(396,082	)		(158,402	)		(117,847	)		(612,358	)
Loss per share from continuing operations(2):
	Basic		(1.27	)		(0.51	)		(0.38	)		(1.96	)
	Diluted		(1.27	)		(0.51	)		(0.38	)		(1.96	)
Loss per share(2):
	Basic		(1.27	)		(0.51	)		(0.38	)		(1.96	)
	Diluted		(1.27	)		(0.51	)		(0.38	)		(1.96	)
Dividends declared per share			—			—			—			0.19
Weighted-average shares outstanding:
	Basic		310,868			312,337			312,363			312,382
	Diluted		310,868			312,337			312,363			312,382

		2008

		First Quarter		Second Quarter		Third Quarter			Fourth Quarter
		(In thousands except for per share amounts)
Total revenues		$	830,322	$	815,618	$	814,701		$	900,884
Operating income(1)			318,280		304,447		257,671			348,173
Income (loss) from continuing operations(1)			7,581		872		(40,286	)		(4,539	)
Income (loss) from discontinued operations			—		37,060		18,023			(39	)
Net income (loss) attibutable to common shareholders			3,360		28,751		(20,859	)		(6,533	)
Earnings (loss) per share from continuing operations:
	Basic		0.01		—		(0.13	)		(0.02	)
	Diluted		0.01		—		(0.13	)		(0.02	)
Earnings (loss) per share:
	Basic		0.01		0.12		(0.08	)		(0.02	)
	Diluted(2)		0.01		0.12		(0.08	)		(0.02	)
Dividends declared per share			0.50		0.50		0.50			—
Weighted-average shares outstanding:
	Basic		244,765		267,369		267,945			268,569
	Diluted		244,918		267,369		267,945			268,569

As more fully described in Note 2, the Company, under applicable GAAP guidance, was deemed to incur compensation expense as a result of a series of loans made to two officers of the Company by an affiliate of certain Bucksbaum family trusts. The independent members of the Company's Board of Directors learned of these loans in October 2008 and the aggregate deemed compensation expense amount of approximately $15.4 million, before noncontrolling interest, was recorded as a general and administrative expense (a component of operating income) in the fourth quarter of 2008. This amount is a cumulative correction of an error as no expense amounts for these loans were recorded or reflected in the above schedules of unaudited quarterly financial information for the first, second or third quarters of 2008. Had the deemed compensation expense been recorded in the applicable periods, operating income would have declined by approximately $2.9 million, $59 thousand and $12.1 million, respectively, for the first, second and third quarters of 2008, respectively. For net income, which is presented net of noncontrolling interest, net income would have been lower by approximately $2.4 million, $50 thousand and $10.1 million for the first, second and third quarters of 2008, respectively. If this deemed expense had been recorded in the applicable quarters as just discussed rather than as a correction of an error in the fourth quarter of 2008, fourth quarter 2008 operating income would have increased by the full amount of the correction recorded ($15.4 million) and net income (presented net of noncontrolling interest) would have increased by $12.8 million. We have assessed the impacts to the previously reported quarters of 2008 (and the related year-to-date 2008 amounts), and the impact of the cumulative correction recorded in the fourth quarter of 2008, and concluded that all such impacts are immaterial. Accordingly, we have determined that no restatement of previously issued financial statements or information is necessary and, therefore, no such restatement is reflected in the above presentation of unaudited quarterly financial information for the deemed compensation expense correction recorded.

To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois

We have audited the consolidated financial statements of General Growth Properties, Inc. (Debtor-in-Possession) and subsidiaries (the "Company") as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, and the Company's internal control over financial reporting as of December 31, 2009, and have issued our reports thereon dated March 1, 2010 (for which the report on the consolidated financial statements expresses an unqualified opinion and includes explanatory paragraphs regarding the Company's bankruptcy proceedings, the Company's ability to continue as a going concern and the Company's change in methods of accounting for noncontrolling interests and convertible debt instruments); such consolidated financial statements and reports are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company listed in the Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule on page F-1 of this Form 10-K. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2009

								Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)

				Initial Cost(b)				Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)
Name of Center	Location	Encumbrances(a)		Land		Buildings and Improvements		Land			Buildings and Improvements			Land		Buildings and Improvements		Total		Accumulated Depreciation(e)		Date of Construction	Date Acquired
		(In thousands)
Retail and Other:
Ala Moana Center	Honolulu, HI	$	1,500,000	$	336,229	$	473,771	$	—		$	287,812		$	336,229	$	761,583	$	1,097,812	$	195,434			1999	(e	)
Alameda Plaza	Pocatello, ID		—		740		2,060		—			13			740		2,073		2,813		387			2002	(e	)
Anaheim Crossing	Anaheim, CA		—		—		1,986		—			29			—		2,015		2,015		375			2002	(e	)
Animas Valley Mall	Farmington, NM		35,054		6,464		35,902		—			8,645			6,464		44,547		51,011		9,011			2002	(e	)
Apache Mall	Rochester, MN		—		8,110		72,993		—			26,639			8,110		99,632		107,742		29,428			1998	(e	)
Arizona Center	Phoenix, AZ		—		2,314		132,158		—			2,326			2,314		134,484		136,798		28,994			2004	(e	)
Augusta Mall	Augusta, GA		159,000		787		162,272		1,217			82,949			2,004		245,221		247,225		30,377			2004	(e	)
Austin Bluffs Plaza	Colorado Springs, CO		2,288		1,080		3,007		—			234			1,080		3,241		4,321		610			2002	(e	)
Bailey Hills Village	Eugene, OR		—		290		806		—			36			290		842		1,132		156			2002	(e	)
Baybrook Mall	Friendswood, TX		168,570		13,300		117,163		6,853			28,291			20,153		145,454		165,607		38,830			1999	(e	)
Bayshore Mall	Eureka, CA		31,005		3,005		27,399		—			37,512			3,005		64,911		67,916		33,854	1986-1987			(e	)
Bayside Marketplace	Miami, FL		84,103		—		177,801		—			3,616			—		181,417		181,417		39,816			2004	(e	)
Beachwood Place	Beachwood, OH		240,164		18,500		319,684		—			27,113			18,500		346,797		365,297		39,988			2004	(e	)
Bellis Fair	Bellingham, WA		61,586		7,616		47,040		(131	)		15,946			7,485		62,986		70,471		32,856	1987-1988			(e	)
Birchwood Mall	Port Huron, MI		44,308		1,769		34,575		1,274			19,871			3,043		54,446		57,489		30,763	1989-1990			(e	)
Boise Plaza	Boise, ID		—		374		1,042		—			112			374		1,154		1,528		210			2002	(e	)
Boise Towne Plaza	Boise, ID		10,921		3,988		11,101		—			146			3,988		11,247		15,235		2,116			2002	(e	)
Boise Towne Square	Boise, ID		69,689		23,449		131,001		1,088			36,423			24,537		167,424		191,961		31,202			2002	(e	)
Burlington Town Center	Burlington, VT		26,304		1,637		32,798		2,597			20,396			4,234		53,194		57,428		7,976			2004	(e	)
Cache Valley Mall	Logan, UT		28,043		3,875		22,047		(415	)		472			3,460		22,519		25,979		—			2002	(e	)
Cache Valley Marketplace	Logan, UT		—		1,500		1,583		1,310			3,526			2,810		5,109		7,919		—			2002	(e	)
Capital Mall	Jefferson City, MO		11,000		4,200		14,201		(287	)		10,871			3,913		25,072		28,985		12,648			1993	(e	)
Century Plaza	Birmingham, AL		—		3,164		28,514		—			(14,290	)		3,164		14,224		17,388		6			1997	(e	)
Chapel Hills Mall	Colorado Springs, CO		98,500		4,300		34,017		—			72,043			4,300		106,060		110,360		40,624			1993	(e	)
Chico Mall	Chico, CA		55,524		16,958		45,628		(1,187	)		(6,966	)		15,771		38,662		54,433		—			2003	(e	)
Coastland Center	Naples, FL		117,006		11,450		103,050		—			50,040			11,450		153,090		164,540		38,703			1998	(e	)
Collin Creek	Plano, TX		68,940		26,250		122,991		—			2,529			26,250		125,520		151,770		16,772			2004	(e	)
Colony Square Mall	Zanesville, OH		25,239		1,000		24,500		597			25,302			1,597		49,802		51,399		27,678			1986	(e	)
Columbia Mall	Columbia, MO		90,000		5,383		19,663		—			32,259			5,383		51,922		57,305		27,795	1984-1985			(e	)
Coral Ridge Mall	Coralville, IA		88,250		3,364		64,218		49			22,952			3,413		87,170		90,583		31,860	1998-1999			(e	)
Coronado Center	Albuquerque, NM		168,798		33,072		148,799		—			3,482			33,072		152,281		185,353		28,996			2003	(e	)
Cottonwood Mall	Salt Lake City, UT		—		7,613		42,987		(4,713	)		(42,987	)		2,900		—		2,900		—			2002	(e	)
Cottonwood Square	Salt Lake City, UT		—		1,558		4,339		—			218			1,558		4,557		6,115		847			2002	(e	)
Country Hills Plaza	Ogden, UT		13,526		3,620		9,080		(88	)		(1,111	)		3,532		7,969		11,501		—			2002	(e	)
Crossroads Center	St. Cloud, MN		78,436		10,813		72,203		2,393			40,769			13,206		112,972		126,178		25,981			2000	(e	)
Cumberland Mall	Atlanta, GA		103,862		15,199		136,787		10,042			74,528			25,241		211,315		236,556		50,567			1998	(e	)
Division Crossing	Portland, OR		5,273		1,773		4,935		—			422			1,773		5,357		7,130		1,007			2002	(e	)
Eagle Ridge Mall	Lake Wales, FL		47,578		7,620		49,561		(3,280	)		(27,366	)		4,340		22,195		26,535		—	1995-1996			(e	)
Eastridge Mall	Casper, WY		31,992		6,171		34,384		(79	)		11,590			6,092		45,974		52,066		8,090			2002	(e	)
Eastridge Mall	San Jose, CA		170,000		36,724		178,018		—			23,540			36,724		201,558		238,282		29,010			2006	(e	)
Eden Prairie Center	Eden Prairie, MN		79,828		465		19,024		28			123,355			493		142,379		142,872		49,162			1997	(e	)

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
DECEMBER 31, 2009

								Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)

				Initial Cost(b)				Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)
Name of Center	Location	Encumbrances(a)		Land		Buildings and Improvements		Land			Buildings and Improvements			Land		Buildings and Improvements		Total		Accumulated Depreciation(e)		Date of Construction	Date Acquired
		(In thousands)
Fallbrook Center	West Hills, CA		85,000		6,117		10,077		10			101,497			6,127		111,574		117,701		50,995			1984	(e	)
Faneuil Hall Marketplace	Boston, MD		87,235		—		122,098		—			2,033			—		124,131		124,131		20,769			2004	(e	)
Fashion Place	Murray, UT		136,850		21,604		206,484		706			46,542			22,310		253,026		275,336		32,922			2004	(e	)
Fashion Show	Las Vegas, NV		645,918		523,650		602,288		—			(7,683	)		523,650		594,605		1,118,255		94,137			2004	(e	)
Foothills Mall	Fort Collins, CO		50,758		8,031		96,642		(3,576	)		(59,906	)		4,455		36,736		41,191		—			2003	(e	)
Fort Union	Midvale, UT		2,753		—		3,842		—			27			—		3,869		3,869		736			2002	(e	)
Four Seasons Town Centre	Greensboro, NC		100,429		27,231		141,978		—			6,810			27,231		148,788		176,019		25,280			2004	(e	)
Fox River Mall	Appleton, WI		195,000		2,701		18,291		2,086			66,854			4,787		85,145		89,932		41,709	1983-1984			(e	)
Fremont Plaza	Las Vegas, NV		—		—		3,956		—			330			—		4,286		4,286		774			2002	(e	)
Gateway Crossing Shopping Center	Bountiful, UT		15,234		4,104		11,422		—			991			4,104		12,413		16,517		2,407			2002	(e	)
Gateway Mall	Springfield, OR		40,597		8,728		34,707		(96	)		38,375			8,632		73,082		81,714		35,420	1989-1990			(e	)
Gateway Overlook	Columbia, MD		55,000		—		31,679		—			2,850			—		34,529		34,529		2,321	2007			(e	)
Glenbrook Square	Fort Wayne, IN		153,429		30,414		195,896		50			13,375			30,464		209,271		239,735		34,569			2003	(e	)
Governor's Square	Tallahassee, FL		74,368		—		121,482		—			5,941			—		127,423		127,423		21,978			2004	(e	)
Grand Teton Mall	Idaho Falls, ID		48,795		6,973		44,030		—			11,397			6,973		55,427		62,400		10,189			2002	(e	)
Grand Teton Plaza	Idaho Falls, ID		—		2,349		7,336		—			132			2,349		7,468		9,817		989			2004	(e	)
Grand Traverse Mall	Traverse City, MI		85,302		3,534		20,776		—			30,413			3,534		51,189		54,723		28,311	1990-1991			(e	)
Greenwood Mall	Bowling Green, KY		45,579		3,200		40,202		187			37,664			3,387		77,866		81,253		34,517			1993	(e	)
Halsey Crossing	Gresham, OR		2,581		—		4,363		—			126			—		4,489		4,489		864			2002	(e	)
Harborplace	Baltimore, MD		49,016		—		54,308		—			11,728			—		66,036		66,036		12,133			2004	(e	)
Hulen Mall	Fort Worth, TX		113,021		8,910		153,894		—			(4,392	)		8,910		149,502		158,412		17,736			2004	(e	)
Jordan Creek Town Center	West Des Moines, IA		185,950		18,142		166,143		—			11,816			18,142		177,959		196,101		39,536	2004			(e	)
Knollwood Mall	St. Louis Park, MN		39,942		—		9,748		7,026			42,058			7,026		51,806		58,832		26,280			1978	(e	)
Lakeside Mall	Sterling Heights, MI		161,380		35,860		369,639		—			5,620			35,860		375,259		411,119		55,813			2004	(e	)
Lakeview Square	Battle Creek, MI		41,334		3,579		32,210		(274	)		(2,733	)		3,305		29,477		32,782		—			1996	(e	)
Landmark Mall	Alexandria, VA		—		28,396		67,235		(10,038	)		(38,434	)		18,358		28,801		47,159		—			2003	(e	)
Lansing Mall	Lansing, MI		24,144		6,978		62,800		4,518			44,239			11,496		107,039		118,535		38,275			1996	(e	)
Lincolnshire Commons	Lincolnshire, IL		28,000		10,784		9,441		—			20,994			10,784		30,435		41,219		4,892	2006			(e	)
Lockport Mall	Lockport, NY		—		800		10,000		—			(3,523	)		800		6,477		7,277		1,054			1986	(e	)
Lynnhaven Mall	Virginia Beach, VA		210,408		33,698		229,433		—			6,126			33,698		235,559		269,257		41,760			2003	(e	)
Mall At Sierra Vista	Sierra Vista, AZ		23,556		3,652		20,450		—			4,128			3,652		24,578		28,230		5,006			2002	(e	)
Mall of Louisiana	Baton Rouge, LA		235,174		28,649		275,102		(4,058	)		78,430			24,591		353,532		378,123		47,583			2004	(e	)
Mall of The Bluffs	Council Bluffs, IA		35,951		1,860		24,016		35			24,636			1,895		48,652		50,547		27,669	1985-1986			(e	)
Mall St. Matthews	Louisville, KY		144,565		—		176,583		33,108			1,877			33,108		178,460		211,568		21,484			2004	(e	)
Mall St. Vincent	Shreveport, LA		32,578		2,640		23,760		—			10,264			2,640		34,024		36,664		12,412			1998	(e	)
Market Place Shopping Center	Champaign, IL		106,000		7,000		63,972		—			56,631			7,000		120,603		127,603		42,423			1997	(e	)
Mayfair Mall	Wauwatosa, WI		274,932		14,707		224,847		—			41,831			14,707		266,678		281,385		75,210			2003	(e	)
Meadows Mall	Las Vegas, NV		101,463		24,634		104,088		(3,259	)		21,489			21,375		125,577		146,952		33,617			2003	(e	)
Mondawmin Mall	Baltimore, MD		84,689		11,850		57,871		(2,182	)		41,824			9,668		99,695		109,363		7,592			2004	(e	)
North Plains Mall	Clovis, NM		10,656		2,722		15,048		(385	)		(2,670	)		2,337		12,378		14,715		—			2002	(e	)
North Star Mall	San Antonio, TX		232,570		29,230		467,961		3,791			44,593			33,021		512,554		545,575		67,828			2004	(e	)
North Temple Shops(g)	Salt Lake City, UT		—		168		468		(168	)		(468	)		—		—		—		—			2002	(e	)
NorthTown Mall	Spokane, WA		114,976		22,407		125,033		—			5,593			22,407		130,626		153,033		25,631			2002	(e	)
Northgate Mall	Chattanooga, TN		27,179		2,525		43,944		(908	)		(19,565	)		1,617		24,379		25,996		—			2003	(e	)
Northridge Fashion Center	Northridge, CA		127,168		16,618		149,563		248			40,840			16,866		190,403		207,269		58,604			1998	(e	)

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
DECEMBER 31, 2009

								Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)

				Initial Cost(b)				Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)
Name of Center	Location	Encumbrances(a)		Land		Buildings and Improvements		Land			Buildings and Improvements			Land		Buildings and Improvements		Total		Accumulated Depreciation(e)		Date of Construction	Date Acquired
		(In thousands)
Oak View Mall	Omaha, NE		83,292		12,056		113,042		—			6,174			12,056		119,216		131,272		29,852			2003	(e	)
Oakwood Center	Gretna, LA		95,000		2,830		137,574		1,532			(7,342	)		4,362		130,232		134,594		14,427			2004	(e	)
Oakwood Mall	Eau Claire, WI		75,772		3,267		18,281		—			29,964			3,267		48,245		51,512		28,743	1985-1986			(e	)
Oglethorpe Mall	Savannah, GA		141,375		16,036		92,978		—			9,614			16,036		102,592		118,628		30,208			2003	(e	)
Orem Plaza Center Street	Orem, UT		2,460		1,069		2,974		—			2,389			1,069		5,363		6,432		751			2002	(e	)
Orem Plaza State Street	Orem, UT		1,523		592		1,649		—			191			592		1,840		2,432		336			2002	(e	)
Oviedo Marketplace	Orlando, FL		51,819		24,017		23,958		(4,052	)		(10,072	)		19,965		13,886		33,851		—			2004	(e	)
Owings Mills Mall	Owing Mills, MD		56,043		27,534		173,005		(13,386	)		(127,323	)		14,148		45,682		59,830		2,294			2004	(e	)
Oxmoor Center	Louisville, KY		60,789		—		131,434		—			10,464			—		141,898		141,898		18,897			2004	(e	)
Paramus Park	Paramus, NJ		102,855		47,660		182,124		—			7,065			47,660		189,189		236,849		30,369			2004	(e	)
Park City Center	Lancaster, PA		149,234		8,465		177,191		(276	)		39,572			8,189		216,763		224,952		56,339			2003	(e	)
Park Place	Tucson, AZ		176,443		4,996		44,993		(280	)		116,377			4,716		161,370		166,086		49,674			1996	(e	)
Park West	Peoria, AZ		—		16,526		77,548		1			124			16,527		77,672		94,199		5,301	2008			(e	)
Peachtree Mall	Columbus, GA		79,573		22,052		67,679		—			6,053			22,052		73,732		95,784		14,998			2003	(e	)
Pecanland Mall	Monroe, LA		51,860		10,101		68,329		297			17,716			10,398		86,045		96,443		17,892			2002	(e	)
Piedmont Mall	Danville, VA		33,911		2,000		38,000		(390	)		(13,952	)		1,610		24,048		25,658		—			1995	(e	)
Pierre Bossier Mall	Bossier City, LA		40,382		4,367		35,353		—			10,525			4,367		45,878		50,245		14,608			1998	(e	)
Pine Ridge Mall	Pocatello, ID		15,400		4,905		27,349		—			6,816			4,905		34,165		39,070		7,345			2002	(e	)
Pioneer Place	Portland, OR		157,116		10,805		209,965		—			3,696			10,805		213,661		224,466		33,867			2004	(e	)
Plaza 800	Sparks, NV		—		—		5,430		—			724			—		6,154		6,154		974			2002	(e	)
Plaza 9400	Sandy, UT		—		—		9,114		—			(6,932	)		—		2,182		2,182		6			2002	(e	)
Prince Kuhio Plaza	Hilo, HI		37,826		9		42,710		—			1,940			9		44,650		44,659		12,601			2002	(e	)
Providence Place	Providence, RI		411,494		—		502,809		—			11,224			—		514,033		514,033		80,398			2004	(e	)
Provo Towne Centre	Provo, UT		56,879		13,486		74,587		—			1,761			13,486		76,348		89,834		15,711			2002	(e	)
Red Cliffs Mall	St. George, UT		21,882		1,880		26,561		—			14,028			1,880		40,589		42,469		6,934			2002	(e	)
Red Cliffs Plaza	St. George, UT		—		—		2,366		—			467			—		2,833		2,833		560			2002	(e	)
Regency Square Mall	Jacksonville, FL		77,152		16,498		148,478		1,386			22,149			17,884		170,627		188,511		49,484			1998	(e	)
Ridgedale Center	Minnetonka, MN		153,754		10,710		272,607		—			18,222			10,710		290,829		301,539		42,481			2004	(e	)
Rio West Mall	Gallup, NM		—		—		19,500		—			7,479			—		26,979		26,979		15,239			1986	(e	)
River Falls Mall	Clarksville, IN		—		3,178		54,610		3,703			(41,302	)		6,881		13,308		20,189		2,817	1989-1990			(e	)
River Hills Mall	Mankato, MN		80,000		3,714		29,014		561			44,371			4,275		73,385		77,660		31,435	1990-1991			(e	)
River Pointe Plaza	West Jordan, UT		3,811		1,302		3,623		—			549			1,302		4,172		5,474		751			2002	(e	)
Riverlands Shopping Center	LaPlace, LA		—		500		4,500		601			6,195			1,101		10,695		11,796		2,547			1998	(e	)
Riverside Plaza	Provo, UT		5,454		2,475		6,890		—			2,330			2,475		9,220		11,695		1,873			2002	(e	)
Rivertown Crossings	Grandville, MI		119,588		10,973		97,142		(3,747	)		50,543			7,226		147,685		154,911		49,820	1998-1999			(e	)
Riverwalk Marketplace	New Orleans, LA		—		—		94,513		—			(2,397	)		—		92,116		92,116		11,324			2004	(e	)
Rogue Valley Mall	Medford, OR		27,440		21,913		36,392		(95	)		5,694			21,818		42,086		63,904		9,424			2003	(e	)
Saint Louis Galleria	St. Louis, MO		219,770		36,774		184,645		(545	)		38,249			36,229		222,894		259,123		35,796			2003	(e	)
Salem Center	Salem, OR		41,728		6,966		38,976		—			2,150			6,966		41,126		48,092		8,188			2002	(e	)
Sikes Senter	Wichita Falls, TX		61,381		12,759		50,567		—			2,030			12,759		52,597		65,356		10,161			2003	(e	)
Silver Lake Mall	Coeur d'Alene, ID		18,228		4,448		24,801		(1,727	)		(11,782	)		2,721		13,019		15,740		—			2002	(e	)
Sooner Mall	Norman, OK		60,000		2,700		24,300		(119	)		21,040			2,581		45,340		47,921		16,716			1996	(e	)
South Street Seaport	New York, NY		—		—		10,872		—			(5,082	)		—		5,790		5,790		2,416			2004	(e	)
Southlake Mall	Morrow, GA		100,000		6,700		60,407		(85	)		14,668			6,615		75,075		81,690		25,463			1997	(e	)
Southland Center	Taylor, MI		103,185		7,690		99,376		—			9,789			7,690		109,165		116,855		21,519			2004	(e	)

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
DECEMBER 31, 2009

								Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)

				Initial Cost(b)				Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)
Name of Center	Location	Encumbrances(a)		Land		Buildings and Improvements		Land			Buildings and Improvements			Land		Buildings and Improvements		Total		Accumulated Depreciation(e)		Date of Construction	Date Acquired
		(In thousands)
Southland Mall	Hayward, CA		81,477		13,921		75,126		200			17,089			14,121		92,215		106,336		16,928			2002	(e	)
Southshore Mall	Aberdeen, WA		—		650		15,350		—			(10,735	)		650		4,615		5,265		280			1986	(e	)
Southwest Plaza	Littleton, CO		96,187		9,000		103,984		602			41,133			9,602		145,117		154,719		41,555			1998	(e	)
Spokane Valley Mall	Spokane, WA		53,880		11,455		67,046		—			2,657			11,455		69,703		81,158		13,453			2002	(e	)
Spokane Valley Plaza	Spokane, WA		—		3,558		10,150		—			79			3,558		10,229		13,787		1,903			2002	(e	)
Spring Hill Mall	West Dundee, IL		68,088		12,400		111,644		(6,809	)		(69,066	)		5,591		42,578		48,169		—			1998	(e	)
Staten Island Mall	Staten Island, NY		282,842		222,710		339,102		—			14,571			222,710		353,673		576,383		55,648			2004	(e	)
Stonestown Galleria	San Francisco, CA		273,000		67,000		246,272		—			9,938			67,000		256,210		323,210		34,724			1998	(e	)
The Boulevard Mall	Las Vegas, NV		107,630		16,490		148,413		(1,135	)		13,670			15,355		162,083		177,438		47,317			1998	(e	)
The Crossroads	Portage, MI		40,154		6,800		61,200		—			23,348			6,800		84,548		91,348		23,154			1999	(e	)
The Gallery At Harborplace	Baltimore, MD		101,244		17,912		174,410		—			394			17,912		174,804		192,716		20,717			2004	(e	)
The Grand Canal Shoppes	Las Vegas, NV		371,475		—		766,232		—			15,139			—		781,371		781,371		114,835			2004	(e	)
The Maine Mall	South Portland, ME		195,596		41,374		238,457		(79	)		15,200			41,295		253,657		294,952		39,850			2003	(e	)
The Mall In Columbia	Columbia, MD		400,000		34,650		522,363		—			20,497			34,650		542,860		577,510		81,026			2004	(e	)
The Pines	Pine Bluff, AR		—		1,489		17,627		(242	)		17,295			1,247		34,922		36,169		21,568	1985-1986			(e	)
The Shoppes at the Palazzo	Las Vegas, Nevada		249,623		—		470,167		—			(229,647	)		—		240,520		240,520		—			2008	(e	)
The Shops At Fallen Timbers	Maumee, OH		42,401		3,677		77,825		1,417			39,209			5,094		117,034		122,128		9,139	2007			(e	)
The Shops At La Cantera	San Antonio, TX		168,949		10,966		205,222		3,504			110,155			14,470		315,377		329,847		30,757	2005			(e	)
The Streets At SoutHPoint	Durham, NC		237,825		16,070		406,266		—			8,592			16,070		414,858		430,928		61,166			2004	(e	)
The Village Of Cross Keys	Baltimore, MD		—		18,070		57,285		(11,859	)		(54,690	)		6,211		2,595		8,806		226			2004	(e	)
Three Rivers Mall	Kelso, WA		17,400		4,312		23,019		—			3,266			4,312		26,285		30,597		5,063			2002	(e	)
Town East Mall	Mesquite, TX		92,848		7,711		149,258		—			24,418			7,711		173,676		181,387		38,485			2004	(e	)
Tucson Mall	Tucson, AZ		112,867		—		181,424		6,406			33,196			6,406		214,620		221,026		44,391			2001	(e	)
Twin Falls Crossing	Twin Falls, ID		—		275		769		—			—			275		769		1,044		144			2002	(e	)
University Crossing	Orem, UT		11,373		3,420		9,526		—			1,240			3,420		10,766		14,186		1,953			2002	(e	)
Valley Hills Mall	Hickory, NC		49,737		3,444		31,025		2,212			45,127			5,656		76,152		81,808		26,006			1997	(e	)
Valley Plaza Mall	Bakersfield, CA		83,906		12,685		114,166		—			23,701			12,685		137,867		150,552		39,952			1998	(e	)
Visalia Mall	Visalia, CA		36,936		11,052		58,172		(15	)		6,927			11,037		65,099		76,136		12,855			2002	(e	)
Ward Centers	Honolulu, HI		203,284		164,007		89,321		5,550			120,136			169,557		209,457		379,014		27,361			2002	(e	)
West Valley Mall	Tracy, CA		56,436		9,295		47,789		1,591			36,304			10,886		84,093		94,979		32,241	1995			(e	)
Westlake Center	Seattle, WA		70,784		12,971		117,003		4,669			(4,298	)		17,640		112,705		130,345		15,089			2004	(e	)
Westwood Mall	Jackson, MI		24,117		2,658		23,924		913			5,991			3,571		29,915		33,486		11,801			1996	(e	)
White Marsh Mall	Baltimore, MD		187,000		24,760		239,688		—			16,019			24,760		255,707		280,467		41,624			2004	(e	)
White Mountain Mall	Rock Springs, WY		10,656		1,363		7,611		—			7,983			1,363		15,594		16,957		5,429			2002	(e	)
Willowbrook	Wayne, NJ		168,760		28,810		444,762		30			5,451			28,840		450,213		479,053		56,548			2004	(e	)
Woodbridge Center	Woodbridge, NJ		207,934		50,737		420,703		—			8,424			50,737		429,127		479,864		64,904			2004	(e	)
Woodlands Village	Flagstaff, AZ		6,968		2,689		7,484		—			278			2,689		7,762		10,451		1,430			2002	(e	)
Yellowstone Square	Idaho Falls, ID		—		1,057		2,943		—			147			1,057		3,090		4,147		592			2002	(e	)

Total GGPI			15,030,063		2,833,560		17,251,138		34,423			2,379,283			2,867,983		19,630,421		22,498,404		3,894,207

GENERAL GROWTH PROPERTIES, INC.
(Debtor-in-Possession)
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
DECEMBER 31, 2009

									Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)

				Initial Cost(b)					Costs Capitalized Subsequent to Acquisition(c)						Gross Amounts at Which Carried at Close of Period(d)
Name of Center	Location	Encumbrances(a)		Land			Buildings and Improvements		Land			Buildings and Improvements			Land		Buildings and Improvements		Total		Accumulated Depreciation(e)		Date of Construction	Date Acquired
		(In thousands)
Bay City Mall	Bay City, MI		23,751		2,867			31,529		(87	)		(8,030	)		2,780		23,499		26,279		—			2007	(e	)
Brass Mill Center	Waterbury, CT		99,510		19,455			151,989		—			2,037			19,455		154,026		173,481		26,316			2007	(e	)
Brass Mill Commons	Waterbury, CT		21,282		4,993			27,170		(1	)		—			4,992		27,170		32,162		5,068			2007	(e	)
Chula Vista Center	Chula Vista, CA		—		15,085			81,697		—			2,585			15,085		84,282		99,367		13,521			2007	(e	)
Columbiana Centre	Columbia, SC		105,441		14,731			125,830		—			464			14,731		126,294		141,025		19,363			2007	(e	)
Deerbrook Mall	Humble, TX		73,964		17,015			137,480		—			4,780			17,015		142,260		159,275		21,524			2007	(e	)
Lakeland Square	Lakeland, FL		53,675		14,492			82,428		—			326			14,492		82,754		97,246		14,420			2007	(e	)
Moreno Valley Mall	Moreno Valley, CA		86,814		10,045			77,088		(360	)		(10,323	)		9,685		66,765		76,450		—			2007	(e	)
Newgate Mall	Ogden, UT		37,911		7,686			59,688		—			2,724			7,686		62,412		70,098		6,353			2007	(e	)
Newpark Mall	Newark, CA		68,987		15,278			136,773		—			450			15,278		137,223		152,501		27,120			2007	(e	)
North Point Mall	Alpharetta, GA		215,283		32,733			258,996		—			7,483			32,733		266,479		299,212		40,908			2007	(e	)
Pembroke Lakes Mall	Pembroke Pines, FL		126,924		41,980			230,513		—			4,563			41,980		235,076		277,056		30,694			2007	(e	)
Steeplegate Mall	Concord, NH		77,889		7,258			72,616		—			(513	)		7,258		72,103		79,361		13,876			2007	(e	)
The Parks at Arlington	Arlington, TX		174,517		27,101			279,987		1			8,416			27,102		288,403		315,505		42,653			2007	(e	)
The Shoppes at Buckland	Manchester, CT		161,319		24,319			196,291		—			(14	)		24,319		196,277		220,596		28,166			2007	(e	)
The Woodlands Mall	The Woodlands, TX		229,929		17,776			294,229		1			8,251			17,777		302,480		320,257		42,640			2007	(e	)
Tysons Galleria	McLean, VA		254,555		22,874			220,782		—			2,173			22,874		222,955		245,829		28,239			2007	(e	)
Vista Ridge Mall	Lewisville, TX		61,624		14,614			130,520		(1	)		294			14,613		130,814		145,427		37,383			2007	(e	)
Washington Park Mall	Bartlesville, OK		10,296		2,072			15,431		1			(1,105	)		2,073		14,326		16,399		3,351			2007	(e	)
West Oaks Mall	Ocoee, FL		68,301		18,677			91,899		6,599			(732	)		25,276		91,167		116,443		16,218			2007	(e	)
Purchase accounting related adjustments	Chicago, IL		—		(70	)		5,400		70			(5,400	)		—		—		—		—

Total Homart I(f)			1,951,972		330,981			2,708,336		6,223			18,429			337,204		2,726,765		3,063,969		417,813
Other, including corporate and developments in progress			7,381,714		291,114			492,836		(24,251	)		253,004			266,863		745,840		1,012,703		181,853

Total Retail and Other			24,363,749		3,455,655			20,452,310		16,395			2,650,716			3,472,050		23,103,026		26,575,076		4,493,873

Master Planned Communities
Bridgeland	Houston, TX		29,812		257,222			—		148,550			1,123			405,772		1,123		406,895		412			2004	(e	)
Columbia	Howard County, MD		—		321,118			—		(146,428	)		57			174,690		57		174,747		5			2004	(e	)
Fairwood	Prince George's County, MD		—		136,434			—		(134,921	)		19			1,513		19		1,532		1			2004	(e	)
Summerlin	Summerlin, NV		52,199		990,179			—		125,164			31			1,115,343		31		1,115,374		5			2004	(e	)
Natick-Nouvelle at Natick (Dev)	Natick, MA		—		—			—		74,364			4			74,364		4		74,368		1
Other			10,257		—			—		2,103			7			2,103		7		2,110		—

Total Master Planned Communities			92,268		1,704,953			—		68,832			1,241			1,773,785		1,241		1,775,026		424

Total		$	24,456,017	$	5,160,608		$	20,452,310	$	85,227		$	2,651,957		$	5,245,835	$	23,104,267	$	28,350,102	$	4,494,297

GENERAL GROWTH PROPERTIES, INC.

(Debtor-in-Possession)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

				June 30, 2010			December 31, 2009

				(Dollars in thousands)
Assets:
Investment in real estate:
	Land			$	3,326,837		$	3,327,447
	Buildings and equipment				22,788,677			22,851,511
	Less accumulated depreciation				(4,733,556	)		(4,494,297	)
	Developments in progress				425,864			417,969

		Net property and equipment			21,807,822			22,102,630
	Investment in and loans to/from Unconsolidated Real Estate Affiliates				1,991,782			1,979,313
	Investment property and property held for development and sale				1,913,655			1,753,175

		Net investment in real estate			25,713,259			25,835,118
Cash and cash equivalents					548,265			654,396
Accounts and notes receivable, net					372,621			404,041
Goodwill					199,664			199,664
Deferred expenses, net					264,985			301,808
Prepaid expenses and other assets					738,589			754,747

		Total assets		$	27,837,383		$	28,149,774

Liabilities and Equity:
Liabilities not subject to compromise:
	Mortgages, notes and loans payable			$	16,809,002		$	7,300,772
	Investment in and loans to/from Unconsolidated Real Estate Affiliates				40,536			38,289
	Deferred tax liabilities				787,798			866,400
	Accounts payable and accrued expenses				1,302,668			1,122,888

		Liabilities not subject to compromise			18,940,004			9,328,349
Liabilities subject to compromise					7,856,257			17,767,253

	Total liabilities				26,796,261			27,095,602

Redeemable noncontrolling interests:
	Preferred				120,756			120,756
	Common				97,851			86,077

		Total redeemable noncontrolling interests			218,607			206,833

Commitments and Contingencies					—			—
Redeemable Preferred Stock: $100 par value; 5,000,000 shares authorized; none issued and outstanding					—			—
Equity:
	Common stock: $.01 par value; 875,000,000 shares authorized, 318,842,829 shares issued as of June 30, 2010 and 313,831,411 shares issued as of December 31, 2009				3,188			3,138
	Additional paid-in capital				3,771,167			3,729,453
	Retained earnings (accumulated deficit)				(2,898,498	)		(2,832,627	)
	Accumulated other comprehensive loss				(504	)		(249	)
	Less common stock in treasury, at cost, 1,449,939 shares as of June 30, 2010 and December 31, 2009				(76,752	)		(76,752	)

		Total stockholders' equity			798,601			822,963
	Noncontrolling interests in consolidated real estate affiliates				23,914			24,376

		Total equity			822,515			847,339

			Total liabilities and equity	$	27,837,383		$	28,149,774

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL GROWTH PROPERTIES, INC.

(Debtor-in-Possession)

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

			Three Months Ended June 30,						Six Months Ended June 30,

			2010			2009			2010			2009
			(Dollars in thousands, except for per share amounts)
Revenues:
	Minimum rents		$	484,459		$	498,708		$	977,217		$	997,816
	Tenant recoveries			215,587			224,691			429,838			457,710
	Overage rents			7,447			5,782			17,793			15,806
	Land and condominium sales			59,965			22,448			65,035			31,435
	Management fees and other corporate revenues			15,902			18,860			33,988			40,719
	Other			21,957			21,606			42,683			37,249

		Total revenues		805,317			792,095			1,566,554			1,580,735

Expenses:
	Real estate taxes			71,062			68,959			143,157			140,518
	Property maintenance costs			26,188			22,100			62,032			49,459
	Marketing			6,250			6,906			13,331			14,482
	Other property operating costs			128,201			126,479			255,272			258,178
	Land and condominium sales operations			59,065			21,850			69,232			32,464
	Provision for doubtful accounts			3,619			8,847			9,946			19,179
	Property management and other costs			48,517			42,200			83,949			85,609
	General and administrative			5,668			6,591			13,306			14,112
	Strategic initiatives			—			25,713			—			64,013
	Provisions for impairment			19,923			82,388			31,273			413,480
	Depreciation and amortization			175,318			186,472			352,621			391,087

		Total expenses		543,811			598,505			1,034,119			1,482,581

Operating income				261,506			193,590			532,435			98,154
Interest income				137			501			813			1,231
Interest expense				(301,726	)		(328,351	)		(637,004	)		(656,841	)

Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items				(40,083	)		(134,260	)		(103,756	)		(557,456	)
Provision for income taxes				(14,234	)		(15,742	)		(17,884	)		(4,228	)
Equity in income of Unconsolidated Real Estate Affiliates				16,901			16,339			50,652			23,877
Reorganization items				(80,111	)		(24,918	)		9,301			(24,918	)

Loss from continuing operations				(117,527	)		(158,581	)		(61,687	)		(562,725	)
Discontinued operations—loss on dispositions				—			—			—			(55	)

Net loss				(117,527	)		(158,581	)		(61,687	)		(562,780	)
Allocation to noncontrolling interests				1			179			(4,184	)		8,299

Net loss attributable to common stockholders			$	(117,526	)	$	(158,402	)	$	(65,871	)	$	(554,481	)

Basic and Diluted Loss Per Share:
	Continuing operations		$	(0.37	)	$	(0.51	)	$	(0.21	)	$	(1.78	)
	Discontinued operations			—			—			—			—

		Total basic and diluted loss per share	$	(0.37	)	$	(0.51	)	$	(0.21	)	$	(1.78	)

Dividends declared per share			$	—		$	—		$	—		$	—
Comprehensive Loss, Net:
	Net loss		$	(117,527	)	$	(158,581	)	$	(61,687	)	$	(562,780	)
	Other comprehensive income (loss):
		Net unrealized gains on financial instruments		4,251			5,515			8,179			7,624
		Accrued pension adjustment		(311	)		223			100			324
		Foreign currency translation		(3,672	)		27,966			(8,540	)		25,684
		Unrealized gains on available-for-sale securities		(3	)		89			1			111

	Other comprehensive income (loss)			265			33,793			(260	)		33,743

	Comprehensive loss			(117,262	)		(124,788	)		(61,947	)		(529,037	)
		Other comprehensive (income) loss allocated to noncontrolling interests		(6	)		(767	)		5			(766	)
		Adjustment for noncontrolling interests		—			—			—			(9,065	)

	Comprehensive loss, net, attributable to common stockholders		$	(117,268	)	$	(125,555	)	$	(61,942	)	$	(538,868	)

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL GROWTH PROPERTIES, INC.

(Debtor-in-Possession)

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

	Common Stock			Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Noncontrolling Interests in Consolidated Real Estate Affiliates			Total Equity

	(Dollars in thousands)
Balance at January 1, 2009	$	2,704		$	3,454,903		$	(1,488,586	)	$	(56,128	)	$	(76,752	)	$	24,266		$	1,860,407
Net (loss) income								(554,481	)								1,246			(553,235	)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																	(1,324	)		(1,324	)
Conversion of operating partnership units to common stock (43,408,053 common shares)		434			324,054															324,488
Issuance of common stock (69,309 common shares)		1			42															43
Restricted stock grant, net of forfeitures and compensation expense (26,682 common shares)		(1	)		1,085															1,084
Other comprehensive income											23,912									23,912
Adjustment for noncontrolling interest in operating partnership					12,128															12,128

Balance at June 30, 2009	$	3,138		$	3,792,212		$	(2,043,067	)	$	(32,216	)	$	(76,752	)	$	24,188		$	1,667,503

Balance at January 1, 2010	$	3,138		$	3,729,453		$	(2,832,627	)	$	(249	)	$	(76,752	)	$	24,376		$	847,339
Net (loss) income								(65,871	)								1,025			(64,846	)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																	(1,487	)		(1,487	)
Issuance of common stock—payment of dividend (4,923,287 common shares)		50			53,346															53,396
Restricted stock grants, net of forfeitures and compensation expense (82,975 common shares)					1,647															1,647
Other comprehensive loss											(255	)								(255	)
Adjustment for noncontrolling interest in operating partnership					(13,279	)														(13,279	)

Balance at June 30, 2010	$	3,188		$	3,771,167		$	(2,898,498	)	$	(504	)	$	(76,752	)	$	23,914		$	822,515

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL GROWTH PROPERTIES, INC.

(Debtor-in-Possession)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

				Six Months Ended June 30,

				2010			2009
				(In thousands)
Cash Flows from Operating Activities:
	Net loss			$	(61,687	)	$	(562,780	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Equity in income of Unconsolidated Real Estate Affiliates			(50,652	)		(23,877	)
		Provision for doubtful accounts			9,946			19,179
		Distributions received from Unconsolidated Real Estate Affiliates			18,319			20,605
		Depreciation			330,183			365,636
		Amortization			22,438			25,451
		Amortization of deferred finance costs			16,352			24,888
		Amortization (accretion) of debt market rate adjustments			27,303			(6,063	)
		(Accretion) amortization of intangibles other than in-place leases			(385	)		1,308
		Straight-line rent amortization			(19,117	)		(18,694	)
		Non-cash interest expense on Exchangeable Senior Notes			14,290			13,449
		Non-cash interest expense resulting from termination of interest rate swaps			9,040			(18,675	)
		Non-cash interest expense related to Special Consideration entities			(36,124	)		—
		Provisions for impairment			31,273			413,480
		Participation expense pursuant to Contingent Stock Agreement			—			(1,793	)
		Land/residential development and acquisitions expenditures			(32,443	)		(29,811	)
		Cost of Land and condominium sales			50,224			18,667
		Revenue recognition of deferred Land and condominium sales			(36,443	)		—
		Reorganization items—finance costs related to emerged entities			133,997			—
		Non-cash reorganization items			(198,533	)		31,176
		(Increase) decrease in restricted cash			(46,341	)		2,532
		Glendale Matter deposit			—			67,054
		Net changes:
			Accounts and notes receivable		41,128			(11,537	)
			Prepaid expenses and other assets		41,437			(7,062	)
			Deferred expenses		(16,344	)		(16,408	)
			Accounts payable and accrued expenses and deferred tax liabilities		117,932			184,708
			Other, net		(365	)		6,446

			Net cash provided by operating activities		365,428			497,879

Cash Flows from Investing Activities:
	Acquisition/development of real estate and property additions/improvements				(113,169	)		(127,584	)
	Proceeds from sales of investment properties				94			6,409
	Proceeds from sales of investment in Unconsolidated Real Estate Affiliates				7,450			—
	Increase in investments in Unconsolidated Real Estate Affiliates				(10,504	)		(76,067	)
	Distributions received from Unconsolidated Real Estate Affiliates in excess of income				15,849			50,244
	Loans (to) from Unconsolidated Real Estate Affiliates, net				—			(9,666	)
	(Increase) decrease in restricted cash				(4,447	)		10,620
	Other, net				(2,722	)		(2,061	)

		Net cash used in investing activities			(107,449	)		(148,105	)

Cash Flows from Financing Activities:
	Proceeds from issuance of the DIP facility				—			400,000
	Principal payments on mortgages, notes and loans payable				(222,487	)		(295,406	)
	Deferred financing costs				—			(2,176	)
	Finance costs related to emerged entities				(133,997	)		—
	Cash distributions paid to common stockholders				(5,957	)		—
	Cash distributions paid to holders of Common Units				—			(625	)
	Proceeds from issuance of common stock, including from common stock plans				—			43
	Other, net				(1,669	)		2,241

		Net cash (used in) provided by financing activities			(364,110	)		104,077

Net change in cash and cash equivalents					(106,131	)		453,851
Cash and cash equivalents at beginning of period					654,396			168,993

Cash and cash equivalents at end of period				$	548,265		$	622,844

The accompanying notes are an integral part of these consolidated financial statements.

		Six Months Ended June 30,

		2010			2009
		(In thousands)
Supplemental Disclosure of Cash Flow Information:
	Interest paid	$	493,250		$	534,718
	Interest capitalized		19,750			31,719
	Income taxes paid		4,461			16,960
	Reorganization items paid		189,232			2,550
Non-Cash Transactions:
	Common stock issued in exchange for Operating Partnership Units	$	—		$	(1,031	)
	Change in accrued capital expenditures included in accounts payable and accrued expenses		(55,001	)		(50,845	)
	Change in deferred contingent property acquisition liabilities		178,130			(147,616	)
	Deferred financing costs payable in conjunction with the DIP Facility		—			19,000
	Recognition of note payable in conjunction with land held for development and sale		—			6,520
	Mortgage debt market rate adjustment related to emerged entities		319,009			—
	Gain on Aliansce IPO		9,383			—

The accompanying notes are an integral part of these consolidated financial statements.

Readers of this Quarterly Report should refer to the Company's (as defined below) audited Consolidated Financial Statements for the year ended December 31, 2009 which are included in the Company's Annual Report on Form 10-K (the "Annual Report") for the fiscal year ended December 31, 2009 (Commission File No. 1-11656), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this report. Capitalized terms used, but not defined, in this Quarterly Report have the same meanings as in our Annual Report.

General Growth Properties, Inc. ("GGP" or the "Company"), a Delaware corporation, is a self-administered and self-managed real estate investment trust, referred to as a "REIT" which, together with certain of the Company's subsidiaries, filed for voluntary bankruptcy protection under Chapter 11 of Title 11 of the United States Code ("Chapter 11") in the Southern District of New York (the "Bankruptcy Court") on April 16, 2009. On April 22, 2009 (together with April 16, 2009, as applicable, the "Petition Date") certain additional domestic subsidiaries (collectively with GGP and the subsidiaries filing on April 16, 2009, the "Debtors") of the Company also filed voluntary petitions for relief in the Bankruptcy Court (collectively, the "Chapter 11 Cases"), which the Bankruptcy Court ruled may be jointly administered.

On July 13, 2010, as most recently amended by a filing on August 2, 2010, GGP filed with the Bankruptcy Court its disclosure statement and the plan of reorganization (as it may be amended, modified or supplemented from time to time, the "Plan") for the 126 Debtors currently remaining in the Chapter 11 Cases (the "TopCo Debtors"). The Bankruptcy Court has set the hearing to consider approval of the disclosure statement for August 19, 2010. Following Bankruptcy Court approval of the disclosure statement, we will solicit acceptances of the Plan and confirmation by the Bankruptcy Court. The Plan contemplates a reorganized GGP ("New GGP") at the date of GGP's emergence from bankruptcy (the "Effective Date"), which is currently expected to be in the fourth quarter of 2010, and outlines the manner in which the prepetition creditors' and equity holders' various claims against and interests in the Topco Debtors will be treated, subject to confirmation of the Plan and the occurrence of the Effective Date. The Plan also contemplates the distribution to our stockholders of the stock of Spinco, Inc. ("Spinco"), a new real estate company, which will own a diversified portfolio of properties that represent near, medium and long-term development opportunities including our Master Planned Communities segment described below and other mixed use and mall projects. Spinco will be a publicly-held company, majority-owned by our existing stockholders. Spinco will not exist as a stand-alone company unless and until the Plan is confirmed by the Bankruptcy Court.

GGP was organized in 1986 and through its subsidiaries and affiliates owns, operates, manages and develops retail and other rental properties, primarily shopping centers, which are located primarily throughout the United States. GGP also holds assets through its international Unconsolidated Real Estate Affiliates in Brazil and Turkey (Note 3). In July 2010, we sold our third party management business for nominal consideration and participation in the future earnings of the assigned management contracts.

Additionally, GGP develops and sells land for residential, commercial and other uses primarily in large-scale, long-term master planned community projects in and around Columbia, Maryland; Summerlin (Las Vegas), Nevada; and Houston, Texas, as well as one residential condominium project

located in Natick (Boston), Massachusetts. Substantially all of our business is conducted by our operating partnership, GGP Limited Partnership ("GGPLP" or the "Operating Partnership"), in which, at June 30, 2010, GGP holds approximately a 98% common equity ownership interest. In these notes, the terms "we," "us" and "our" refer to GGP and its subsidiaries (the "Company").

In this report, we refer to our ownership interests in majority-owned or controlled properties as "Consolidated Properties", to joint ventures in which we own a noncontrolling interest as "Unconsolidated Real Estate Affiliates" and the properties owned by such joint ventures as the "Unconsolidated Properties." Our "Company Portfolio" includes both our Consolidated Properties and our Unconsolidated Properties.

The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. All significant intercompany balances and transactions have been eliminated.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results for the interim period ended June 30, 2010 are not necessarily indicative of the results to be obtained for the full fiscal year.

Certain amounts in the 2009 Consolidated Financial Statements have been reclassified to conform to the current period presentation. Specifically, in order to improve our internal and external reporting, we reclassified $2.9 million and $5.6 million, respectively, of asset management and other corporate revenues (such as sponsorship income, photo income and vending income) for the three and six months ended June 30, 2009 from other revenue to management fees and other corporate revenues. In addition, we reclassified $28.0 million and $56.0 million, respectively, of cleaning, landscaping and refuse removal expenses from property maintenance costs for the three and six months ended June 30, 2009 to other property operating costs.

As we had significant past due, or imminently due, and cross-collateralized or cross-defaulted debt, the Company, the Operating Partnership and certain of the Company's domestic subsidiaries filed voluntary petitions for relief under Chapter 11. However, neither GGMI, certain of our wholly-owned subsidiaries, nor any of our joint ventures, (collectively, the "Non-Debtors") either consolidated or unconsolidated, sought such protection.

Pursuant to Chapter 11, a debtor is afforded certain protection against its creditors and creditors are prohibited from taking certain actions (such as pursuing collection efforts or proceeding to foreclose on secured obligations) related to debts that were owed prior to the commencement of the Chapter 11 Cases. Accordingly, although the commencement of the Chapter 11 Cases triggered defaults

on substantially all debt obligations of the Debtors, creditors are stayed from taking any action as a result of such defaults. Absent an order of the Bankruptcy Court, these pre-petition liabilities are subject to settlement under a plan of reorganization.

Through July 30, 2010, of the total 388 Debtors with approximately $21.83 billion of debt that filed for Chapter 11 protection, 260 Debtors owning 145 properties with $14.79 billion of secured mortgage loans filed consensual plans of reorganization and emerged from bankruptcy (the "Emerged Debtors"). The effectiveness of the plans of reorganization and emergence from bankruptcy of two additional Debtors (owning one property with $95.0 million of debt) is in the process of being finalized. Of the Emerged Debtors, 5 Debtors owning 4 properties emerged during the month of July 2010. During the six months ended June 30, 2010, 142 Debtors owning 91 properties with $10.05 billion of secured mortgage debt emerged from bankruptcy, while 113 Debtors owning 50 properties with $4.66 billion secured debt had emerged from bankruptcy as of December 31, 2009.

The Plan is based on the agreements (collectively, as amended and restated, the Investment Agreements") with REP Investments LLC, an affiliate of Brookfield Asset Management Inc. (the "Brookfield Investor") , an affiliate of Fairholme Funds, Inc. ("Fairholme") and an affiliate of Pershing Square Capital Management, L.P. ("Pershing Square" and together with the Brookfield Investor and Fairholme, the "Plan Sponsors"), pursuant to which GGP would be divided into two companies, New GGP and Spinco, and the Plan Sponsors would invest in the Company's standalone emergence plan. As a result of the Investment Agreements, the Company has equity commitments for $6.55 billion and a $1.5 billion debt backstop commitment, in each case subject to the conditions set forth in such agreements. Pursuant to the Investment Agreements, the Plan Sponsors are expected to purchase up to $6.3 billion of New GGP common stock at $10 per share and $250 million of Spinco stock at $47.61904 per share. The per share price for Spinco common stock has been adjusted from the originally contemplated per share purchase price to net the fees associated with the eliminated Spinco rights offering and to reflect a reduction in the number of shares of Spinco common stock that will be issued for the same aggregate consideration on the Effective Date. In addition, pursuant our agreement with the Teachers Retirement System of Texas ("Texas Teachers"), Texas Teachers will purchase $500 million of New GGP common stock at $10.25 per share, subject to the conditions set forth in such agreement.

The Investment Agreements and our agreement with Texas Teachers permit us to reduce the equity commitments of Pershing, Fairholme and Texas Teachers up to 50% with alternative equity sources at more favorable pricing at any time prior to the Effective Date. On July 15, 2010, New GGP filed a registration statement on Form S-11 with the Securities and Exchange Commission to raise up to $2.15 billion to replace a portion of these commitments. However, even if the Pershing Square, Fairholme and Texas Teachers equity commitments are replaced to the maximum extent permitted by the Investment Agreements and the Texas Teachers agreements, the Plan Sponsors are expected to own, in the aggregate, a majority of the equity in New GGP. As a result, consummation of the Plan will require the application of acquisition accounting to the assets and liabilities of New GGP (after the distribution of certain assets and liabilities to Spinco). The assets and liabilities of New GGP will be recorded at Fair Value (See Note 2) as of the Effective Date and are expected to have a carrying value substantially different than the historical cost carrying values included in the accompanying consolidated financial statements. Finally, the Plan Sponsors have entered into an agreement with The Blackstone Group ("Blackstone") whereby Blackstone has been given the option to subscribe for approximately 7.6% of the New GGP and Spinco shares to be issued to the Plan Sponsors and receive a pro rata portion of each Plan Sponsors' Permanent Warrants (as defined below).

In lieu of the receipt of fees that would be customary in similar transactions, pursuant to the Investment Agreements, interim warrants were issued to the Brookfield Investor and Fairholme to purchase approximately 103 million shares of GGP at $15.00 per share (the "Interim Warrants") on May 10, 2010. The Interim Warrants vest: 40% upon issuance, 20% on July 12, 2010, and the remaining Interim Warrants vest in equal daily installments from July 13, 2010 to December 31, 2010, except that any Interim Warrants that have not vested on or prior to termination of the Brookfield Investor or Fairholme's Investment Agreement, as the case may be, will not vest and will be cancelled. Upon consummation of the Plan, the Interim Warrants will be cancelled and warrants to purchase equity of Spinco and New GGP will be issued to the Plan Sponsors (the "Permanent Warrants"). Specifically, 8 million warrants to purchase equity of Spinco at an exercise price of $50.00 per share and 120 million warrants to purchase equity of New GGP at an exercise price of $10.75 per share, in the case of the Brookfield Investor, and an exercise price of $10.50 in the case of Fairholme and Pershing Square, will be issued. The Interim Warrants may only be exercised if the Investment Agreements are not consummated. Accordingly, no expense has been recognized for the issuance of the Interim Warrants. Recognition of the value of the Permanent Warrants will occur when, and if, such Permanent Warrants are issued.

Until the Plan is confirmed, there will continue to be substantial doubts as to our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, as a result of the Chapter 11 Cases, such realization of assets and satisfaction of liabilities are subject to a significant number of uncertainties. Our consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should we be unable to continue as a going concern.

The accompanying unaudited combined condensed financial statements of the Topco Debtors presented below have been prepared in accordance with the generally accepted accounting principles related to financial reporting by entities in reorganization under the Bankruptcy Code, and on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Such accounting guidance also provides that if a debtor, or group of debtors, has significant combined assets and liabilities of entities which have not sought, or no longer remain under, Chapter 11 bankruptcy protection, the debtors and non-debtors should continue to be combined. However, separate disclosure of financial statement information solely relating to the debtor entities should be presented.

The unaudited combined condensed balance sheets of the Topco Debtors which are operating under Chapter 11 protection, excluding the Emerged Debtors, are presented as of the dates indicated below:

		June 30, 2010			December 31, 2009

		(In thousands)
Net investment in real estate		$	3,196,642		$	3,066,355
Cash and cash equivalents			495,208			584,598
Accounts and notes receivable, net			22,377			29,192
Other			4,324,421			4,425,233

	Total assets	$	8,038,648		$	8,105,378

Liabilities not subject to compromise:
	Mortgages, notes and loans payable	$	408,031		$	400,000
	Deferred tax liabilities		831,438			910,847
	Investment in and loans to/from Unconsolidated Real Estate Affiliates		32,552			33,005
	Accounts payable and accrued expenses		669,144			562,365
Liabilities subject to compromise			7,856,257			7,612,738
Total redeemable noncontrolling interest			218,607			206,833
Deficit			(1,977,381	)		(1,620,410	)

	Total liabilities and deficit	$	8,038,648		$	8,105,378

As described above, substantially all of the subsidiary mortgage borrower Debtors have emerged from bankruptcy protection as of June 30, 2010. The unaudited combined condensed statements of operations and the unaudited combined condensed statements of cash flows presented below includes the Topco Debtors, and excludes Emerged Debtors, for the three and six months ended June 30, 2010. Since the Debtor's commenced their respective Chapter 11 Cases on two different dates in April 2009, the unaudited combined condensed statements of operations and cash flows have been prepared for the period May 1, 2009 to June 30, 2009.

Liabilities not subject to compromise include: (1) liabilities held by Non-Debtor entities and Debtors that have emerged from bankruptcy; (2) liabilities incurred after the Petition Date; (3) certain pre-Petition Date liabilities the Topco Debtors expect to pay in full, even though certain of these amounts may not be paid until a plan of reorganization is effective; (4) liabilities related to pre-petition contracts that affirmatively have not been rejected; and (5) pre-Petition Date liabilities that have been approved for payment by the Bankruptcy Court and that the Debtors expect to pay (in advance of a plan of reorganization) in the ordinary course of business, including certain employee related items (salaries, vacation and medical benefits).

All liabilities incurred by the Debtors prior to the Petition Date other than those specified above are considered liabilities subject to compromise. The amounts of the various categories of liabilities that are subject to compromise are set forth below. These amounts represent the Company's estimates of

known or potential pre-Petition Date claims that are likely to be resolved in connection with the bankruptcy filings. Such claims remain subject to future adjustments. Adjustments may result from negotiations, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of any collateral securing claims, proofs of claim, or other events. There can be no assurance that the equity of the Company's stockholders will not be diluted. The amounts subject to compromise consisted of the following items:

The classification of liabilities "not subject to compromise" versus liabilities "subject to compromise" is based on currently available information and analysis. As the remaining Chapter 11 Cases proceed and additional information is received and analysis is completed, or as the Bankruptcy Court rules on relevant matters, the classification of amounts between these two categories may change. The amount of any such changes could be significant.

Reorganization items under the bankruptcy filings are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases and are presented separately in the Consolidated Statements of Income and Comprehensive Income and in the unaudited condensed combined statements of operations of the Debtors that have not emerged from bankruptcy at June 30, 2010 presented above. These items include professional fees and similar types of expenses and gains on liabilities subject to compromise directly related to the Chapter 11 Cases, resulting from activities of the reorganization process, and interest earned on cash accumulated by the Debtors as a result of the Chapter 11 Cases.

With respect to certain retained professionals, the terms of engagement and the timing of payment for services rendered are subject to approval by the Bankruptcy Court. In addition, certain of these retained professionals have agreements that provide for success or completion fees that are payable upon the consummation of specified restructuring or sale transactions. A portion of such fees, currently estimated at approximately $48.5 million in the aggregate, have been deemed probable of being paid; and therefore, we accrued the portion related to the period from the date the Bankruptcy Court approved retention of those professionals to our estimated date of successful emergence from bankruptcy. We accrued a liability for such fees in Accounts payable and accrued expense on the Consolidated Balance Sheets of $29.8 million as of June 30, 2010 and $7.2 million as of December 31, 2009. In addition, we recognized the resulting $12.2 million of expense in Reorganization items in the Consolidated Statements of Income and Comprehensive Income for the three months ended June 30, 2010 and $22.6 million for the six months ended June 30, 2010, respectively.

In addition, the key employee incentive program (the "KEIP") provides for payment to certain key employees upon successful emergence from bankruptcy. Although the amount of the potential KEIP

payment is uncapped, a portion of the KEIP, currently estimated for financial statement purposes based on the trading value of the GGP common stock on June 30, 2010 at approximately $135.7 million in the aggregate, has been deemed probable of being paid; therefore, we are recognizing our estimated KEIP expense in the period from the date the KEIP was approved by the Bankruptcy Court to our estimated date of successful emergence from bankruptcy. We accrued a liability for the KEIP in Accounts payable and accrued expense on the Consolidated Balance Sheets of $97.0 million as of June 30, 2010 and $27.5 million of December 31, 2009. In addition, we recognized the resulting expense in Reorganization items on the Consolidated Statements of Income and Comprehensive Income of $18.3 million for the three months ended June 30, 2010 and $69.5 million for the six months ended June 30, 2010.

Operating properties, land held for development and sale and developments in progress

to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its Fair Value. We review our consolidated and unconsolidated real estate assets, including operating properties, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flow. The cash flow estimates used both for determining recoverability and estimating Fair Value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated Fair Value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary; the excess of the carrying amount of the asset over its estimated Fair Value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

We recorded impairment charges related to our operating properties, land held for development and sale, and properties under development of $19.9 million and $31.3 million for the three and six months ended June 30, 2010 and $63.0 and $284.7 million for the three and six months ended June 30, 2009, respectively, as presented in the table below. All of these impairment charges are included in provisions for impairment in our consolidated financial statements.

In accordance with the generally accepted accounting principles related to the equity method of accounting for investments, a series of operating losses of an investee or other factors may indicate that a decrease in value of our investment in the Unconsolidated Real Estate Affiliates has occurred which is other-than-temporary. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other than temporary. Accordingly, in addition to the property-specific impairment analysis that we perform on the investment properties, land held for development and sale and developments in progress owned by such joint ventures (as part of our investment property impairment process described above), we

also considered the ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests. Based on our evaluations, no provisions for impairment were recorded for the three and six months ended June 30, 2010 and 2009 related to our investments in Unconsolidated Real Estate Affiliates.

The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed was recorded as goodwill. Goodwill has been recognized and allocated to specific properties in our Retail and Other Segment since each individual rental property or each operating property is an operating segment and considered a reporting unit. The generally accepted accounting principles related to goodwill and other intangible assets states that goodwill should be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. We perform this test by first comparing the estimated Fair Value of each property with our book value of the property, including, if applicable, its allocated portion of aggregate goodwill. We assess Fair Value based on estimated future cash flow projections that utilize discount and capitalization rates which are generally unobservable in the market place (Level 3 inputs) under these principles, but approximate the inputs we believe would be utilized by market participants in assessing fair value. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions. If the carrying amount of a property, including its goodwill, exceeds its estimated Fair Value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. In this second step, if the implied Fair Value of goodwill is less than the carrying amount of goodwill, an impairment charge is recorded.

As of June 30, 2010, there were no events or changes in circumstances that would indicate that the current carrying amount of goodwill might be impaired; accordingly, we did not perform interim testing procedures. As of June 30, 2009, we performed interim impairment tests of goodwill as changes in current market and economic conditions during the first and second quarter of 2009 indicated an impairment of the asset might have occurred. As a result of the procedures performed, we recorded provisions for impairment of goodwill of $19.4 million and $128.8 million for the three and six months ended June 30, 2009, as presented in the table below.

Certain of our properties had Fair Values less than their carrying amounts. However, based on the Company's plans with respect to those properties, we believe that the carrying amounts are recoverable and therefore, under applicable generally accepted accounting principles guidance, no additional impairments were taken. Nonetheless, due to the uncertain economic environment, as well as other uncertainties, or if our plans regarding our assets change, additional impairment charges in the future could result. Therefore, we can provide no assurance that material impairment charges with respect to operating properties, Unconsolidated Real Estate Affiliates, developments in progress, property held for development and sale or goodwill will not occur in future periods. Accordingly, we will continue to monitor circumstances and events in future periods to determine whether additional impairments are warranted.

Impaired Asset				Location	Method of Determining Fair Value	Three Months Ended June 30, 2010		Six Months Ended June 30, 2010

						(In thousands)
Retail and other:
	Operating properties:
		Bay City Mall		Bay City, MI	Discounted cash flow analysis	$	2,309	$	2,309
		Chico Mall		Chico, CA	Discounted cash flow analysis		895		895
		Eagle Ridge Mall		Lake Wales, FL	Discounted cash flow analysis		266		266
		Lakeview Square		Battle Creek, MI	Discounted cash flow analysis		7,057		7,057
		Moreno Valley Mall		Moreno Valley, CA	Discounted cash flow analysis		6,608		6,608
		Northgate Mall		Chattanooga, TN	Discounted cash flow analysis		1,398		1,398
		Oviedo Marketplace		Oviedo, FL	Discounted cash flow analysis		1,184		1,184
		The Pines		Pine Bluff, AR	Direct Capitalization method		—		11,057

			Total operating properties			$	19,717	$	30,774

	Various pre-development costs				(2)		206		499

Total Provisions for impairment						$	19,923	$	31,273

Impaired Asset				Location	Method of Determining Fair Value	Three Months Ended June 30, 2009		Six Months Ended June 30, 2009

						(In thousands)
Retail and other:
	Operating properties:
		Owings Mills Mall		Owings Mills, MD	Discounted cash flow analysis	$	—	$	40,308
		River Falls Mall		Clarksville, IN	Discounted cash flow analysis		—		81,114

			Total operating properties			$	—	$	121,422

	Development:
		Allen Towne Mall		Allen, TX	Projected sales price analysis(1)		—		24,166
		Redlands Promenade		Redlands, CA	Projected sales price analysis(1)		—		6,747

			Total development			$	—	$	30,913

	Various pre-development costs				(2)		7,104		23,703
	Goodwill				(3)		19,361		128,750

Total Retail and other						$	26,465	$	304,788

Master Planned Communities:
		Fairwood Master Planned Community		Columbia, MD	Projected sales price analysis(1)		—		52,769
		Nouvelle at Natick		Natick, MA	Discounted cash flow analysis		55,923		55,923

Total Master Planned Communities						$	55,923	$	108,692

Total Provisions for impairment						$	82,388	$	413,480

Generally, the holders of the Common Units share equally with our common stockholders on a per share basis in any distributions by the Operating Partnership. However, the Operating Partnership agreement permits distributions solely to GGP if such distributions are required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax. Under certain circumstances, the conversion rate for each Common Unit is adjusted to give effect to stock distributions. Under certain circumstances, the Common Units (other than Common Units held by the parties to the Rights Agreement dated July 27, 1993, as described below) can be redeemed at the option of the holders for cash or, at our election, shares of GGP common stock. Upon receipt of a request for redemption by a holder of such Common Units, the Company, as general partner of the Operating Partnership, has the option to pay the redemption price for such Common Units with shares of common stock of the Company (subject to certain conditions), or in cash, with a cash redemption price calculated based upon the market price of one share of common stock of the Company at the time of redemption. Parties to the Rights Agreement dated July 27, 1993 (the "Rights Agreement") have the right to redeem the Common Units covered by such agreement for shares of GGP Common Stock.

All prior requests for redemption of Common Units have been fulfilled with shares of the Company's common stock. Notwithstanding this historical practice, the aggregate amount of cash that would have been paid to the holders of the outstanding Common Units as of June 30, 2010 if such holders had requested redemption of the Common Units as of June 30, 2010, and all such Common Units were redeemed (or purchased in the case of the Rights Agreement) for cash, would have been $97.9 million. As a result of the Chapter 11 Cases, we currently cannot redeem Common Units for cash or shares of GGP common stock. In addition, the conditions necessary to issue GGP common stock upon redemption of Common Units are not currently satisfied. Under the Plan, holders of the Common Units have the right to elect to either receive common units of the reorganized GGPLP (with redemption rights to New GGP) or to redeem or convert their Common Units on the Effective Date. Generally accepted accounting principals provide that the redeemable noncontrolling interests are to be presented in our Consolidated Balance Sheets at the greater of Fair Value (the conversion value of the units based on the stock price) or the carrying amount of the units. The applicable stock price was $13.26 and $11.56 per share at June 30, 2010 and December 31, 2009, respectively. Accordingly, the redeemable noncontrolling interests have been presented at Fair Value at June 30, 2010 and December 31, 2009.

The following table reflects the activity of the redeemable noncontrolling interests for the six months ended June 30, 2010 and 2009.

On January 2, 2009, MB Capital Units LLC, pursuant to the Rights Agreement, converted 42,350,000 Common Units (approximately 13% of all outstanding Common Units, including those owned by GGP) held in the Company's Operating Partnership into 42,350,000 shares of GGP common stock.

Fair Value is defined as the price that would be received to sell or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The accounting principles for Fair Value measurements establish a three-tier Fair Value hierarchy, which prioritizes the inputs used in measuring Fair Value. These tiers include:

The asset or liability Fair Value measurement level within the Fair Value hierarchy is based on the lowest level of any input that is significant to the Fair Value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Any Fair Values utilized or disclosed in our consolidated financial statements were developed for the purpose of complying with the accounting principles established for Fair Value measurements. The Fair Values of our assets or liabilities for enterprise value in our Chapter 11 Cases or as a component of our reorganization plan (Note 1) may reflect differing assumptions and methodologies. These estimates will be subject to a number of approvals and reviews and therefore may be materially different.

As of June 30, 2010, our derivative financial instruments and our investments in marketable securities are immaterial to our consolidated financial statements. The following table summarizes our assets and liabilities that are measured at Fair Value on a nonrecurring basis:

		Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total (Loss) Gain Three Months Ended June 30, 2010			Total (Loss) Gain Six Months Ended June 30, 2010

		(In thousands)
Investments in real estate:(1)
	Bay City Mall	$	23,950	$	—	$	—	$	23,950	$	(2,309	)	$	(2,309	)
	Chico Mall		54,000		—		—		54,000		(895	)		(895	)
	Eagle Ridge Mall		26,600		—		—		26,600		(266	)		(266	)
	Lakeview Square		25,900		—		—		25,900		(7,057	)		(7,057	)
	Moreno Valley Mall		71,000		—		—		71,000		(6,608	)		(6,608	)
	Northgate Mall		24,000		—		—		24,000		(1,398	)		(1,398	)
	Oviedo Marketplace		32,840		—		—		32,840		(1,184	)		(1,184	)
	The Pines Mall		4,100		—		—		4,100		—			(11,057	)

Total investments in real estate		$	262,390	$	—	$	—	$	262,390	$	(19,717	)	$	(30,774	)

Debt:
	Fair Value of emerged entity mortgage debt(2)	$	9,331,899	$	—	$	—	$	9,331,899	$	2,038		$	177,716
	Special consideration properties mortgage debt(3)		587,590		—		—		587,590		—			69,346

Total liabilities		$	9,919,489	$	—	$	—	$	9,919,489	$	2,038		$	247,062

Of the Emerged Debtors, as of June 30, 2010 we have identified 13 properties (the "Special Consideration Properties") as underperforming retail assets. Pursuant to the terms of the agreements with the lenders for these properties, the Debtors have until two days following emergence of the TopCo Debtors to determine whether the collateral property for these loans should be deeded to the respective lender or the property should be retained with further modified loan terms. Prior to emergence of the TopCo Debtors, all cash produced by the property is under the control of respective lenders and we are required to pay any operating expense shortfall. In addition, prior to emergence of the TopCo Debtors, the respective lender can change the manager of the property or put the property in receivership and GGP has the right to deed the property to the lender.

Generally accepted accounting principles state that an entity may choose to elect the Fair Value option for an eligible item only on the date of the event that requires Fair Value measurement. As each of the Special Consideration Properties emerged from bankruptcy, we elected to measure and report the mortgages related these properties at Fair Value from the date of emergence because the Debtor entities of the Special Consideration Properties have the right to return the properties to the lenders in full satisfaction of the related debt. Accordingly, the Fair Value of the mortgage liability should not exceed the Fair Value of the underlying property. See our disclosure of Impairment—Operating properties, land held for development and sale and developments in progress for more detail regarding the methodology used in determining the Fair Value of these properties.

The following is a summary of the components of our debt that was eligible for the Fair Value option, and similar items that were not eligible for the Fair Value option at June 30, 2010 and December 31, 2009.

Of the Special Consideration Properties, five of the properties had emerged as of December 31, 2009 for which we recorded a gain in reorganization items of $54.2 million for the year ended December 31, 2009. The remaining eight properties emerged during the six months ended June 30, 2010. The gain in reorganization items for the eight Special Consideration Properties was $69.3 million for the six months ended June 30, 2010. Subsequent to the emergence from bankruptcy, we are required to determine the Fair Value of the mortgage loans related to the Special Consideration Properties quarterly, so long as we hold the Special Consideration Properties. Any change in the Fair Value of the mortgages related to all of the Special Consideration Properties will be recorded in interest expense in the quarter in which such change occurs. We have exercised our right with respect to the Eagle Ridge Mall, Oviedo Marketplace and Northgate Mall properties to satisfy the respective mortgage loans by deeding such properties to such lenders. When such deed transfers occur, no significant gain or loss is expected to result since we have recorded the Fair Value of the mortgages related to these properties.

The unpaid debt balance, Fair Value estimates, Fair Value measurements, gain (in reorganization items) and interest expense for the three months ended and six months ended June 30, 2010 with respect to the Special Consideration Properties are as follows:

A summary of the changes to the carrying value of the debt relate to the Special Consideration Properties reflected the Fair Value measurements discussed above, are as follows:

The Fair Values of our financial instruments approximate their carrying amount in our financial statements except for debt. Notwithstanding that we do not believe that a fully-functioning market for real property financing exists currently, GAAP guidance requires that management estimate the Fair Value of our debt. However, as a result of the Company's Chapter 11 filing, the Fair Value for the outstanding debt that is included in liabilities subject to compromise in our Consolidated Balance Sheets cannot be reasonably determined at June 30, 2010 as the timing and amounts to be paid are subject to confirmation by the Bankruptcy Court. For the $16.81 billion of mortgages, notes and loans payable outstanding that are not subject to compromise at June 30, 2010, management's required estimates of Fair Value are presented below. This Fair Value was estimated solely for financial statement reporting purposes and should not be used for any other purposes, including to estimate the value of any of the Company's securities. We estimated the Fair Value of this debt based on quoted market prices for publicly-traded debt, recent financing transactions (which may not be comparable), estimates of the Fair Value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate ("LIBOR"), a widely quoted market interest rate which is frequently the index used to determine the rate at which we borrow funds and U.S. treasury obligation interest rates, and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed, or, in the case of the Emerged Debtors, recorded due to GAAP bankruptcy emergence guidance. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment

restrictions that may exist in specific loans, it is unlikely that the estimated Fair Value of any of such debt could be realized by immediate settlement of the obligation.

We use derivative financial instruments to reduce risk associated with movement in interest rates. We may choose or be required by lenders to reduce cash flow and earnings volatility associated with interest rate risk exposure on variable-rate borrowings and/or forecasted fixed-rate borrowings by entering into interest rate swaps or interest rate caps. We do not use derivative financial instruments for speculative purposes. During the first quarter of 2009, our interest rate swaps no longer qualified as highly effective and therefore no longer qualified for hedge accounting treatment as the Company made the decision not to pay future settlement payments under such swaps. As a result of the terminations of the swaps, we incurred termination fees of $34.8 million. Accordingly, we reduced the liability associated with these derivative financial instruments during the first and second quarter of 2009 (included in interest expense in our consolidated financial statements) which for the three and six months ended June 30, 2009 resulted in a reduction in interest expense of $14.6 million and $27.7 million, respectively. As the interest payments on the hedged debt remain probable, the net balance in the gain or loss in accumulated other comprehensive (loss) income of $(27.7) million that existed as of December 31, 2008 is amortized to interest expense as the hedged forecasted transactions impact earnings or are deemed probable not to occur. The amortization of the accumulated other comprehensive (loss) income resulted in additional interest expense of $4.5 million and $9.0 million for the three and six months ended June 30, 2010 and June 30, 2009.

Under interest rate cap agreements, we make initial premium payments to the counterparties in exchange for the right to receive payments from them if interest rates exceed specified levels during the agreement period. Notional principal amounts are used to express the volume of these transactions, but the cash requirements and amounts subject to credit risk are substantially less. We had no interest rate cap derivatives for our Consolidated Properties as of June 30, 2010 while as of June 30, 2009, we had three outstanding interest rate cap derivatives that were designated as cash flow hedges of interest rate risk with a notional value of $967.5 million.

Parties to interest rate exchange agreements are subject to market risk for changes in interest rates and risk of credit loss in the event of nonperformance by the counterparty. We do not require any

collateral under these agreements, but deal only with well known financial institution counterparties (which, in certain cases, are also the lenders on the related debt) and expect that all counterparties will meet their obligations.

We have not recognized any losses as a result of hedge discontinuance and the expense that we recognized related to changes in the time value of interest rate cap agreements were insignificant for the six months ended June, 30 2010 and 2009.

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates and accretion related to above and below-market tenant leases on acquired properties. Termination income recognized was $6.6 million and $16.2 million for the three and six months ended June 30, 2010, as compared to $9.3 million and $16.6 million for the three and six months ended June 30, 2009. Net accretion related to above and below-market tenant leases was $1.8 million for the three months ended June 30, 2010, $3.1 for the six months ended June 30, 2010, $2.5 million for the three months ended June 30, 2009 and $3.4 million for the six months ended June 30, 2009.

Straight-line rent receivables, which represent the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases, of $273.8 million as of June 30, 2010 and $254.7 million as of December 31, 2009, are included in Accounts and notes receivable, net in our consolidated financial statements.

Percentage rent in lieu of fixed minimum rent received from tenants was $18.7 million for the three months ended June 30, 2010, $32.3 for the six months ended June 30, 2010, $13.6 million for the three months ended June 30, 2009 and $24.8 million for the six months ended June 30, 2009, and is included in Minimum Rents in our consolidated financial statements.

As of June 30, 2010, there have been 128 unit closings of sales at our 215 unit Nouvelle at Natick residential condominium project. As the threshold for profit recognition on such sales has been achieved, the $52.9 million of sales proceeds received which had been deferred and the related costs of units sold have been recognized on the percentage of completion method within our master planned community segment.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets and goodwill, Fair Value of debt of the Emerged Debtors and cost

ratios and completion percentages used for land sales. Actual results could differ from these and other estimates.

		Six Months Ended June 30,

		2010						2009
		Basic			Diluted			Basic			Diluted
		(In thousands)
Numerators:
	Loss from continuing operations	$	(61,687	)	$	(61,687	)	$	(562,725	)	$	(562,725	)
	Allocation to noncontrolling interests		(4,184	)		(4,184	)		8,297			8,297

	Loss from continuing operations—net of noncontrolling interests		(65,871	)		(65,871	)		(554,428	)		(554,428	)
	Discontinued operations—loss on dispositions		—			—			(55	)		(55	)
	Allocation to noncontrolling interests		—			—			2			2

	Discontinued operations—net of noncontrolling interests		—			—			(53	)		(53	)
	Net loss		(61,687	)		(61,687	)		(562,780	)		(562,780	)
	Allocation to noncontrolling interests		(4,184	)		(4,184	)		8,299			8,299

	Net loss attributable to common stockholders	$	(65,871	)	$	(65,871	)	$	(554,481	)	$	(554,481	)

Denominators:
	Weighted average number of common shares outstanding—basic and diluted		316,572			316,572			311,606			311,606
	Effect of dilutive securities		—			—			—			—

	Weighted average number of common shares outstanding—basic and diluted		316,572			316,572			311,606			311,606

All options, which totaled 3,253,419 shares as of June 30, 2010 and 4,242,100 as of June 30, 2009, were excluded from diluted EPS as they would have an anti-dilutive effect. Outstanding Common Units have also been excluded from the diluted earnings per share calculation because including such Common Units would also require that the share of GGPLP income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS. In addition, the impact of the exchange feature of the Exchangeable Notes that were issued in April 2007 is also excluded from EPS because while the conditions for exchange were met as of June 30, 2009 and 2010, as a result of the Chapter 11 Cases, the holders of such notes are stayed from exercising such exchange rights absent an order from the Bankruptcy Court. Finally, the effect of the Interim Warrants (Note 1) has been excluded as the conditions for exercise of such warrants were not satisfied at June 30, 2010 and we expect that such Interim Warrants will be terminated upon effectiveness of the Plan.

We record market rate adjustments related to our mortgages, notes and loans payable primarily for debt of the Debtors upon emergence from bankruptcy, with the exception of the Special Consideration Properties. Such debt market rate adjustments are recorded based on the estimated Fair Value of the debt at the time of emergence and are recorded within mortgages, notes and loans payable on our Consolidated Balance Sheets. The debt market rate adjustments are amortized as interest expense over the remaining term of the loans.

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates and for properties owned by third parties. Fees earned from the Unconsolidated Properties totaled $14.1 million for the three months ended June 30, 2010, $29.8 for the six months ended June 30, 2010, $15.8 million for the three months ended June 30, 2009 and $34.1 million for the six months ended June 30, 2009. Such fees are recognized as revenue when earned.

		Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount

		(In thousands)
As of June 30, 2010
Tenant leases:
	In-place value	$	482,721		$	(303,376	)	$	179,345
	Above-market		75,219			(46,355	)		28,864
	Below-market		(127,552	)		72,821			(54,731	)
Ground leases:
	Above-market		(16,968	)		2,660			(14,308	)
	Below-market		271,602			(32,864	)		238,738
Real estate tax stabilization agreement			91,879			(22,234	)		69,645
As of December 31, 2009
Tenant leases:
	In-place value	$	539,257		$	(335,310	)	$	203,947
	Above-market		94,194			(59,855	)		34,339
	Below-market		(149,978	)		86,688			(63,290	)
Ground leases:
	Above-market		(16,968	)		2,423			(14,545	)
	Below-market		271,602			(29,926	)		241,676
Real estate tax stabilization agreement			91,879			(20,272	)		71,607

The gross asset balances of the in-place value of tenant leases are included in Buildings and equipment in our Consolidated Balance Sheets. The above-market and below-market tenant and ground leases are included in Prepaid expenses and other assets and Accounts payable and accrued expenses (Note 7) in our consolidated financial statements. The decrease in the gross asset (liability) accounts at June 30, 2010 compared to December 31, 2009 is primarily due to the write-off of fully amortized assets/(liabilities) in the six months ended June 30, 2010.

Amortization/accretion of these intangible assets and liabilities, and similar assets and liabilities from our Unconsolidated Real Estate Affiliates at our share, decreased our income (excluding the impact of noncontrolling interests and the provision for income taxes) by $14.5 million for the three months ended June 30, 2010; $31.1 million for the six months ended June 30, 2010; $8.4 million for the

three months ended June 30, 2009 and $22.9 million for the six months ended June 30, 2009. Future amortization, including our share of such items from Unconsolidated Real Estate Affiliates, is estimated to decrease net income (excluding the impact of noncontrolling interests and the provision for income taxes) by approximately $58.5 million in 2010, $43.7 million in 2011, $36.3 million in 2012, $30.3 million in 2013 and $31.0 million in 2014.

The Unconsolidated Real Estate Affiliates include our noncontrolling investments in real estate joint ventures. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. As we have joint interest and control of these ventures with our venture partners and they have substantive participating rights in such ventures, we account for these joint ventures using the equity method. Some of the joint ventures have elected to be taxed as REITs. As described in Note 1, at June 30, 2010, we have two joint venture investments located outside the U.S. These investments, with an aggregate carrying amount of $228.5 million at June 30, 2010 and $214.4 million at December 31, 2009, are managed by the respective joint venture partners in each country. As we also have substantial participation rights with respect to these international joint ventures, we account for them on the equity method. Lastly, during March 2010, we closed on the sale of our Costa Rica investment for $7.5 million, yielding a gain of $0.9 million.

Generally, we anticipate that the 2010 operations of our joint venture properties will support the operational cash needs of the properties, including debt service payments, with the exception of two properties (Silver City and Montclair) owned by our Unconsolidated Real Estate Affiliates with approximately $393.5 million of non-recourse secured mortgage debt, of which our share is $198.1 million, that we have identified as underperforming assets. With respect to each of the properties owned by such Unconsolidated Real Estate Affiliates, all cash produced by such properties are under the control of the applicable lender. In the event we are unable to satisfactorily modify the terms of each of the loans associated with these properties, the collateral property for any such loan we are unable to satisfactorily restructure may be deeded to the respective lender in full satisfaction of the related debt.

On May 3, 2010, the joint venture that owned the Highland Mall located in Austin, Texas conveyed the property to the lender in full satisfaction of the non-recourse mortgage loan secured by the property. Such conveyance yielded to the Highland joint venture a gain on forgiveness of debt of approximately $55 million. Our allocable share of such gain was approximately $27 million, with such gain yielding an equal increase in our investment account. Immediately subsequent to the conveyance, GGP wrote-off the balance of its investment in Highland, yielding a nominal net gain on our investment in such joint venture.

In June and July 2009 we made capital contributions of $28.7 million and $57.5 million, respectively, to fund our portion of $172.2 million of joint venture mortgage debt which had reached maturity. As of June 30, 2010, $6.25 billion of indebtedness was secured by our Unconsolidated Properties, our proportionate share of which was $2.94 billion. There can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

In certain circumstances, we have debt obligations in excess of our pro rata share of the debt of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness of such Unconsolidated Real Estate Affiliates. The proceeds of the Retained Debt which are distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. Such Retained Debt totaled $156.8 million as of June 30, 2010 and $158.2 million as of December 31, 2009, and has been reflected as a reduction in our investment in Unconsolidated Real Estate Affiliates. We are obligated to contribute funds to our Unconsolidated Real Estate Affiliates in amounts of sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of June 30, 2010, we do not anticipate an inability to perform on our obligations with respect to such Retained Debt.

In certain other circumstances, the Company, in connection with the debt obligations of certain Unconsolidated Real Estate Affiliates, has agreed to provide supplemental guarantees or master-lease commitments to provide to the debt holders additional credit-enhancement or security. As of June 30, 2010, we do not expect to be required to perform pursuant to any of such supplemental credit-enhancement provisions for our Unconsolidated Real Estate Affiliates, either due to estimates of the current obligations represented by such provisions or as a result of the protections afforded us through our Chapter 11 Cases.

On January 29, 2010, our Brazilian joint venture, Aliansce Shopping Centers S.A. ("Aliansce"), commenced trading on the Brazilian Stock Exchange, or BM&FBovespa, as a result of an initial public offering of Aliansce's common shares in Brazil (the "Aliansce IPO"). Although we did not sell any of our Aliansce shares in the Aliansce IPO, our ownership interest in Aliansce was diluted from 49% to approximately 31% as a result of the stock sold in the Aliansce IPO. We will continue to apply the equity method of accounting to our ownership interest in Aliansce. Generally accepted accounting principles state that as an equity method investor, we need to account for the shares issued by Aliansce as if we had sold a proportionate share of our investment at the issuance price per share of the Aliansce IPO. Accordingly, we recognized a gain of $15.3 million in the first quarter of March 31, 2010 which is reflected in equity in income of Unconsolidated Real Estate Affiliates. Based on updated prior period and current 2010 information received from Aliansce in the second quarter 2010, we have reduced by approximately $6.0 million in the three months ended June 30, 2010.

On August 4, 2010, we agreed to sell our entire interest in one of our joint ventures to our venture partner. Consummation of the transaction is subject to customary closing procedures, documentation and regulatory approvals. We do not expect this transaction to have a material impact to our financial statements.

The significant accounting policies used by the Unconsolidated Real Estate Affiliates are the same as ours.

Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates

Following is summarized financial information for our Unconsolidated Real Estate Affiliates as of June 30, 2010 and December 31, 2009 and for the three and six months ended June 30, 2010 and 2009.

Certain amounts in the 2009 condensed combined financial information have been reclassified to conform to the current period presentation.

				June 30, 2010			December 31, 2009

				(In thousands)
Condensed Combined Balance Sheets—Unconsolidated Real Estate Affiliates
Assets:
	Land			$	898,096		$	901,387
	Buildings and equipment				7,952,999			7,924,577
	Less accumulated depreciation				(1,774,258	)		(1,691,362	)
	Developments in progress				279,020			333,537

		Net property and equipment			7,355,857			7,468,139
	Investment in unconsolidated joint ventures				569,848			452,291
	Investment property and property held for development and sale				247,488			266,253

		Net investment in real estate			8,173,193			8,186,683
	Cash and cash equivalents				542,424			275,018
	Accounts and notes receivable, net				205,578			226,385
	Deferred expenses, net				191,721			197,663
	Prepaid expenses and other assets				173,010			209,568

			Total assets	$	9,285,926		$	9,095,317

Liabilities and Owners' Equity:
	Mortgages, notes and loans payable			$	6,252,434		$	6,358,718
	Accounts payable, accrued expenses and other liabilities				481,864			490,814
	Owners' equity				2,551,628			2,245,785

			Total liabilities and owners' equity	$	9,285,926		$	9,095,317

Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners' equity				$	2,551,628		$	2,245,785
Less joint venture partners' equity					(2,225,066	)		(1,935,689	)
Capital or basis differences and loans					1,624,684			1,630,928

Investment in and loans to/from Unconsolidated Real Estate Affiliates, net				$	1,951,246		$	1,941,024

Reconciliation—Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
Asset—Investment in and loans to/from Unconsolidated Real Estate Affiliates				$	1,991,782		$	1,979,313
Liability—Investment in and loans to/from Unconsolidated Real Estate Affiliates					(40,536	)		(38,289	)

Investment in and loans to/from Unconsolidated Real Estate Affiliates, net				$	1,951,246		$	1,941,024

			Three Months Ended June 30,						Six Months Ended June 30,

			2010			2009			2010			2009
			(In thousands)						(In thousands)
Condensed Combined Statements of Income—Unconsolidated Real Estate Affiliates
Revenues:
	Minimum rents		$	187,531		$	190,136		$	379,297		$	379,796
	Tenant recoveries			79,562			82,250			162,880			168,847
	Overage rents			2,221			1,500			4,831			3,059
	Land sales			25,405			25,560			49,471			35,276
	Management and other fees			13,388			9,105			21,630			16,422
	Other			22,557			23,584			43,977			46,749

		Total revenues		330,664			332,135			662,086			650,149

Expenses:
	Real estate taxes			25,135			24,787			51,293			51,864
	Property maintenance costs			9,867			8,994			21,318			19,326
	Marketing			2,360			2,606			5,615			5,724
	Other property operating costs			55,299			61,287			114,067			125,286
	Land sales operations			19,300			17,469			37,666			27,566
	Provision for doubtful accounts			1,506			3,715			4,439			6,307
	Property management and other costs			20,075			19,245			39,282			38,020
	General and administrative *			(900	)		5,005			351			13,124
	Provisions for impairment			842			3,559			842			6,459
	Depreciation and amortization			65,747			66,104			133,600			133,577

		Total expenses		199,231			212,771			408,473			427,253

Operating income				131,433			119,364			253,613			222,896
Interest income				6,933			1,628			8,271			3,396
Interest expense				(94,297	)		(86,710	)		(181,787	)		(171,355	)
Provision for income taxes				(1,060	)		(729	)		(790	)		(969	)
Equity in income of unconsolidated joint ventures				11,533			9,454			28,860			17,227

Income from continuing operations				54,542			43,007			108,167			71,195
Discontinued operations—Gain on dispositions				55,099			—			55,099			—
Allocation to noncontrolling interests				181			(638	)		39			(925	)

Net income attributable to joint venture partners			$	109,822		$	42,369		$	163,305		$	70,270

Equity In Income of Unconsolidated Real Estate Affiliates:
Net income attributable to joint venture partners			$	109,822		$	42,369		$	163,305		$	70,270
Joint venture partners' share of income				(46,597	)		(21,723	)		(69,407	)		(36,788	)
Amortization of capital or basis differences				(10,762	)		(4,015	)		(22,950	)		(9,011	)
(Loss) gain on Aliansce IPO				(5,883	)		—			9,383			—
Loss on Highland Mall conveyence				(29,679	)		—			(29,679	)		—
Elimination of Unconsolidated Real Estate Affiliates loan interest				—			(292	)		—			(594	)

Equity in income of Unconsolidated Real Estate Affiliates			$	16,901		$	16,339		$	50,652		$	23,877

Condensed Financial Information of Individually Significant Unconsolidated Real Estate Affiliates

Following is summarized financial information for GGP/Homart II L.L.C. ("GGP/Homart II"), GGP-TRS L.L.C. ("GGP/Teachers") and The Woodlands Land Development Holdings, L.P. ("The Woodlands Partnership"). We account for these joint ventures using the equity method because we have joint interest and control of these ventures with our venture partners and they have substantive participating rights in such ventures. For financial reporting purposes, we consider each of these joint ventures to be an individually significant Unconsolidated Real Estate Affiliate. Our investment in such affiliates varies from a strict ownership percentage due to capital or basis differences or loans and related amortization.

			GGP/Homart II

			June 30, 2010			December 31, 2009
			(In thousands)
Assets:
	Land		$	229,248		$	238,164
	Buildings and equipment			2,784,457			2,783,869
	Less accumulated depreciation			(569,585	)		(526,985	)
	Developments in progress			15,755			5,129

		Net investment in real estate		2,459,875			2,500,177
	Cash and cash equivalents			102,496			70,417
	Accounts and notes receivable, net			46,035			47,843
	Deferred expenses, net			90,904			92,439
	Prepaid expenses and other assets			22,543			20,425

		Total assets	$	2,721,853		$	2,731,301

Liabilities and Capital:
	Mortgages, notes and loans payable		$	2,232,483		$	2,245,582
	Accounts payable, accrued expenses and other liabilities			60,105			63,923
	Capital			429,265			421,796

		Total liabilities and capital	$	2,721,853		$	2,731,301

			GGP/Homart II						GGP/Homart II

			Three Months Ended June 30,						Six Months Ended June 30,
			2010			2009			2010			2009
			(In thousands)						(In thousands)
Revenues:
	Minimum rents		$	59,941		$	60,482		$	121,530		$	122,107
	Tenant recoveries			26,371			26,942			53,102			55,742
	Overage rents			237			363			1,052			884
	Other			1,720			1,518			3,475			3,476

		Total revenues		88,269			89,305			179,159			182,209

Expenses:
	Real estate taxes			8,348			7,453			16,869			16,768
	Property maintenance costs			2,972			2,278			6,180			5,183
	Marketing			822			1,084			1,884			2,250
	Other property operating costs			12,002			12,310			24,643			25,125
	Provision for doubtful accounts			395			1,265			1,270			2,001
	Property management and other costs			5,630			5,498			11,198			11,260
	General and administrative			(6	)		85			64			210
	Provisions for impairment			725			3,183			725			3,694
	Depreciation and amortization			23,347			23,303			48,308			48,051

		Total expenses		54,235			56,459			111,141			114,542

Operating income				34,034			32,846			68,018			67,667
Interest income				62			1,277			144			2,620
Interest expense				(30,013	)		(31,200	)		(60,343	)		(61,458	)
Provision for income taxes				(186	)		(443	)		(348	)		(549	)

Net income				3,897			2,480			7,471			8,280
Allocation to noncontrolling interests				12			(6	)		61			(4	)

Net income attributable to joint venture partners			$	3,909		$	2,474		$	7,532		$	8,276

			GGP/Teachers

			June 30, 2010			December 31, 2009
			(In thousands)
Assets:
	Land		$	195,832		$	195,832
	Buildings and equipment			1,072,969			1,071,748
	Less accumulated depreciation			(169,243	)		(153,778	)
	Developments in progress			1,413			3,586

		Net investment in real estate		1,100,971			1,117,388
	Cash and cash equivalents			9,878			6,663
	Accounts and notes receivable, net			16,637			17,622
	Deferred expenses, net			41,594			42,941
	Prepaid expenses and other assets			8,718			7,216

		Total assets	$	1,177,798		$	1,191,830

Liabilities and Members' Capital:
	Mortgages, notes and loans payable		$	1,007,959		$	1,011,700
	Accounts payable, accrued expenses and other liabilities			29,387			32,914
	Members' Capital			140,452			147,216

		Total liabilities and members' capital	$	1,177,798		$	1,191,830

			GGP/Teachers						GGP/Teachers

			Three Months Ended June 30,						Six Months Ended June 30,
			2010			2009			2010			2009
			(In thousands)						(In thousands)
Revenues:
	Minimum rents		$	23,672		$	25,865		$	50,003		$	52,104
	Tenant recoveries			11,795			12,118			24,555			25,011
	Overage rents			275			208			629			365
	Other			850			570			1,411			1,063

		Total revenues		36,592			38,761			76,598			78,543

Expenses:
	Real estate taxes			3,587			3,751			7,455			7,412
	Property maintenance costs			981			950			2,418			2,338
	Marketing			324			511			823			1,112
	Other property operating costs			6,261			5,876			12,258			11,858
	Provision for doubtful accounts			160			321			515			951
	Property management and other costs			2,187			2,272			4,430			4,569
	General and administrative			—			70			—			134
	Provisions for impairment			—			17			—			17
	Depreciation and amortization			9,072			9,351			18,636			19,591

		Total expenses		22,572			23,119			46,535			47,982

Operating income				14,020			15,642			30,063			30,561
Interest income				1			1			2			3
Interest expense				(14,210	)		(13,687	)		(28,275	)		(27,331	)
(Provision for) benefit from income taxes				(5	)		(40	)		757			(42	)

Net (loss) income attributable to joint venture partners			$	(194	)	$	1,916		$	2,547		$	3,191

			The Woodlands Partnership

			June 30, 2010			December 31, 2009
			(In thousands)
Assets:
	Land		$	19,841		$	19,841
	Buildings and equipment			130,303			101,119
	Less accumulated depreciation			(15,818	)		(14,105	)
	Developments in progress			4,690			31,897
	Investment property and property held for development and sale			247,488			266,253

		Net investment in real estate		386,504			405,005
	Cash and cash equivalents			41,267			30,373
	Accounts and notes receivable, net			6,549			4,660
	Deferred expenses, net			179			593
	Prepaid expenses and other assets			38,053			30,275

		Total assets	$	472,552		$	470,906

Liabilities and Owners' Equity:
	Mortgages, notes and loans payable		$	277,686		$	281,964
	Accounts payable, accrued expenses and other liabilities			(36	)		629
	Owners' equity			194,902			188,313

		Total liabilities and owners' equity	$	472,552		$	470,906

			The Woodlands Partnership						The Woodlands Partnership

			Three Months Ended June 30,						Six Months Ended June 30,
			2010			2009			2010			2009
			(In thousands)						(In thousands)
Revenues:
	Minimum rents		$	1,453		$	1,606		$	2,352		$	2,918
	Land sales			25,405			25,560			49,471			35,276
	Other			2,639			2,545			4,805			4,825

		Total revenues		29,497			29,711			56,628			43,019

Expenses:
	Real estate taxes			496			170			981			261
	Property maintenance costs			381			199			92			448
	Other property operating costs			3,396			4,279			5,855			8,123
	Land sales operations			19,300			17,469			37,666			27,566
	Depreciation and amortization			771			709			1,671			1,434

		Total expenses		24,344			22,826			46,265			37,832

Operating income				5,153			6,885			10,363			5,187
Interest income				104			148			232			358
Interest expense				(939	)		(997	)		(1,932	)		(1,892	)
Provision for income taxes				(193	)		(184	)		(399	)		(268	)

Net income attributable to joint venture partners			$	4,125		$	5,852		$	8,264		$	3,385

A total of 255 Debtors owning 141 properties with $14.71 billion of secured mortgage debt emerged from bankruptcy as of June 30, 2010. Of the Emerged Debtors, 142 Debtors owning 91 properties with $10.05 billion of secured mortgage debt emerged from bankruptcy during the six months ended June 30, 2010, while 113 Debtors owning 50 properties with $4.66 billion secured debt had emerged from bankruptcy as of December 31, 2009. The plans of reorganization for such Emerged Debtors provided for, in exchange for payment of certain extension fees and cure of previously unpaid amounts due on the applicable mortgage loans (primarily, principal amortization otherwise scheduled to have been paid since the Petition Date), the extension of the secured mortgage loans at previously existing non-default interest rates. As a result of the extensions, none of these loans will have a maturity prior to January 1, 2014 and the weighted average remaining duration of the secured loans associated with these properties as of June 30, 2010 is 5.65 years. In conjunction with these extensions, certain financial and operating covenants and guarantees were created or reinstated, all to be effective with the bankruptcy emergence of the Topco Debtors.

Also in conjunction with these extensions, the Special Consideration Properties have until two days following emergence of the TopCo Debtors to determine whether the collateral property should be deeded to the respective lender or the property should be retained with further modified loan terms.

Prior to emergence of the TopCo Debtors, the lenders related to the Special Consideration Properties control all cash produced by the property and we are required to pay any operating expense shortfall. In addition, prior to emergence of the TopCo Debtors, the respective lender can change the manager of the property or put the property in receivership and GGP has an unrestricted right to deed the property to the lender. As of June 30, 2010, the 13 Special Consideration Properties with $747.2 million in secured debt have emerged from bankruptcy. As described in Note 2, we have already determined to deed three of the Special Consideration Properties to the lenders.

The weighted-average interest rate (including the effects of interest rate swaps for December 31, 2009), excluding the effects of deferred finance costs and using the contract rate prior to any defaults on such loans, on our collateralized mortgages, notes and loans payable was 5.44% at June 30, 2010 and 5.31% at December 31, 2009. The weighted average interest rate, using the contract rate prior to any defaults on such loans, on the remaining corporate unsecured fixed and variable rate debt and the revolving credit facility was 4.26% at June 30, 2010 and 4.24% at December 31, 2009. With respect to those loans and Debtors that remain in bankruptcy at June 30, 2010, we are currently recognizing interest expense on our loans based on contract rates in effect prior to bankruptcy as the Bankruptcy Court has ruled that interest payments based on such contract rates constitutes adequate protection to the secured lenders.

As of June 30, 2010, $24.39 billion of land, buildings and equipment and developments in progress (before accumulated depreciation) have been pledged as collateral for our mortgages, notes and loans payable. Certain of these secured loans, representing $3.30 billion of debt, are cross-collateralized with other properties. Although substantially all of the $17.39 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $2.79 billion of such mortgages, notes and loans payable are recourse due to guarantees or other security provisions for the benefit of the note holder. Enforcement of substantially all of these security provisions are stayed by our Chapter 11 Cases. In addition, certain mortgage loans as of June 30, 2010 contain other credit enhancement provisions (primarily master leases for all or a portion of the property) which have been provided by Topco Debtors upon which we do not expect to be required to perform during the pendency of our Chapter 11 Cases. Certain mortgage notes payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

The TopCo Debtors have certain unsecured debt obligations, the terms of which are described below. Plan treatment for each of these obligations is also described below.

the Exchangeable Notes, plus accrued and unpaid interest, if any, to the redemption date. On each of April 15, 2012, April 15, 2017 and April 15, 2022, holders of the Exchangeable Notes may require us to repurchase the Exchangeable Notes, in whole or in part, for cash equal to 100% of the principal amount of Exchangeable Notes to be repurchased, plus accrued and unpaid interest.

The Exchangeable Notes are exchangeable for GGP common stock or a combination of cash and common stock, at our option, upon the satisfaction of certain conditions, and any exchange currently is stayed by our Chapter 11 Cases. The exchange rate for each $1,000 principal amount of the Exchangeable Notes is 11.45 shares of GGP common stock, which is subject to adjustment under certain circumstances. The Plan provides that the holders of the Exchangeable Notes will be reinstated unless they elect to be paid in full in cash at par plus accrued interest at the stated non-default rate.. If 100% of the holders of the Exchangeable Notes not held by the Plan Sponsors are reinstated, approximately $526 million of such notes would remain outstanding.

The 2006 Credit Facility provides for a $2.85 billion term loan (the "Term Loan") and a $650.0 million revolving credit facility. However, as of June 30, 2010, $1.99 billion of the Term Loan and $390.0 million of the revolving credit facility was outstanding under the 2006 Credit Facility and no further amounts were available to be drawn due to our Chapter 11 Cases. The 2006 Credit Facility had a scheduled maturity of February 24, 2010, although collection of such amount has been stayed by the Chapter 11 Cases. The interest rate, as of June 30, 2010, was LIBOR plus 1.25%. The Plan provides for payment in full of 2006 Credit Facility principal and accrued interest.

Concurrently with the 2006 Credit Facility transaction, GGP Capital Trust I, a Delaware statutory trust (the "Trust") and a wholly-owned subsidiary of GGPLP, completed a private placement of $200 million of trust preferred securities ("TRUPS"). The Trust also issued $6.2 million of Common Securities to GGPLP. The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior Subordinated Notes of GGPLP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of the Junior Subordinated Notes. The Junior Subordinated Notes bear interest at LIBOR plus 1.45%. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. As a result, we have recorded the Junior Subordinated Notes as Mortgages, Notes and Loans Payable and our common equity interest in the Trust as Prepaid Expenses and Other Assets in our Consolidated Balance Sheets at June 30, 2010 and December 31, 2009. The Plan provides for reinstatement of the TRUPS.

In conjunction with the TRC Merger, we assumed certain publicly-traded unsecured bonds which totaled $2.25 billion at June 30, 2010 and December 31, 2009. In addition, in May 2006 TRCLP sold $800.0 million of senior unsecured bonds which have a scheduled maturity of May 1, 2013. To the extent such debt has matured, the Plan provides for repayment in full, including accrued interest, with the remaining amount of unmatured debt not held by the Plan Sponsors, approximately $1.345 billion, to be reinstated.

On May 14, 2009, the Bankruptcy Court issued an order authorizing certain of the Debtors to enter into a Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement among the

Company, as co-borrower, GGP Limited Partnership, as co-borrower, certain of their subsidiaries, as guarantors, UBS AG, Stamford Branch, as agent, and the lenders party thereto (the "DIP Facility").

The DIP Facility, which closed on May 15, 2009, provided for an aggregate commitment of $400.0 million (the "DIP Term Loan"), which was used to refinance the $215.0 million remaining balance on the short-term secured loan and the remainder of which has been used to provide additional liquidity to the Debtors during the pendency of their Chapter 11 Cases. The DIP Facility provided that principal outstanding on the DIP Term Loan bear interest at an annual rate equal to LIBOR (subject to a minimum LIBOR floor of 1.5%) plus 12%.

Subject to certain conditions being present, the Company had the right to elect to repay all or a portion of the outstanding principal amount of the DIP Term Loan, plus accrued and unpaid interest thereon and all exit fees. The DIP Credit Agreement contained customary non-financial covenants, representations and warranties, and events of default.

On June 22, 2010, the Bankruptcy Court issued an order authorizing certain of the Debtors to enter into a new Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement among the Company, as co-borrower, GGP Limited Partnership, as co-borrower, certain of their subsidiaries, as guarantors, Barclays Capital, as the sole arranger, Barclay and Bank, PLC, as the Administrative Agent and Collateral Agent and the lenders party thereto (the "New DIP Facility").

The New DIP Facility, which closed on July 23, 2010, provides for an aggregate commitment of $400.0 million (the "New DIP Term Loan"), which was used to refinance the DIP Term Loan. The New DIP Facility provides that principal outstanding on the New DIP Term Loan bears interest at an annual rate equal to 5.5% and matures at the earlier of May 16, 2011 or the effective date of a plan of reorganization of the Remaining Debtors.

Subject to certain conditions precedent, the Company has the right to elect to repay all or a portion of the outstanding principal amount of the New DIP Term Loan, plus accrued and unpaid interest thereon by issuing common stock of the New GGP to the lenders (the "Equity Conversion"). Any Equity Conversion will be limited to the lenders' receipt of New GGP common stock equaling no more than (1) 8.0% of the New GGP common stock distributed in connection with the Debtors' plan of reorganization, on a fully-diluted basis, or (2) 9.9% of the New GGP common stock actually distributed in connection with the plan of reorganization on the effective date of such plan, without giving effect to common stock held back for the payment of contingencies. The New DIP Credit Agreement contains customary covenants, representations and warranties, and events of default. The Plan provides for the repayment of the New DIP Term Loan in full, including accrued interest.

We had outstanding letters of credit and surety bonds of $116.5 million as of June 30, 2010 and $112.8 million as of December 31, 2009. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code, commencing with our taxable year beginning January 1, 1993. We currently intend to maintain our REIT status. To qualify as a REIT, we must meet a number of organizational and operational

requirements, including requirements to distribute at least 90% of our ordinary taxable income and to either distribute capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, we are required to meet certain asset and income tests. In December, 2009, we obtained Bankruptcy Court approval to distribute $0.19 per share to our stockholders (paid on January 28, 2010) to satisfy such GGP REIT distribution requirements for 2009. The dividend was paid on January 28, 2010 in a combination of $6.0 million in cash and 4,923,287 shares of common stock (with a valuation of $10.8455 calculated based on the volume weighted average trading prices of GGP's common stock on January 20, 21 and 22, 2010).

We also have subsidiaries which we have elected to be treated as taxable real estate investment trust subsidiaries and which are therefore subject to federal and state income taxes.

Unrecognized tax benefits recorded pursuant to uncertain tax positions were $174.5 million and $104.0 million as of June 30, 2010 and December 31, 2009, respectively, excluding interest, of which $34.8 million as of June 30, 2010 and December 31, 2009, respectively, would impact our effective tax rate. Accrued interest related to these unrecognized tax benefits amounted to $42.7 million as of June 30, 2010 and $25.4 million as of December 31, 2009. We recognized an increase of interest expense related to the unrecognized tax benefits of $15.5 million for the three months ended June 30, 2010; $17.3 million for the six months ended June 30, 2010; $1.6 million for the three months ended June 30, 2009 and $3.0 million for the six months ended June 30, 2009.

We increased previously unrecognized tax benefits related to tax positions taken in prior years, excluding accrued interest, of $70.5 million for the six months ended June 30, 2010; all of which decreased our deferred tax liability.

Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending December 31, 2005 through 2009 and are open to audit by state taxing authorities for years ending December 31, 2004 through 2009.

Two of our taxable REIT subsidiaries are subject to IRS audit for the years ended December 31, 2007 and December 31, 2008, and in connection with such audits, the IRS has proposed changes resulting in $148.2 million of additional tax. We have disputed the proposed changes and it is the Company's position that the tax law in question has been properly applied and reflected in the 2007 and 2008 returns for these two taxable REIT subsidiaries. We are currently considering a settlement offer from the IRS and cannot predict when these audits will be resolved. We have previously provided for the additional taxes sought by the IRS, through our uncertain tax position liability or deferred tax liabilities. Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different than what was reported on the returns. In the opinion of management, we have made adequate tax provisions for years subject to examination.

Based on our assessment of the expected outcome of these examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will materially change from those recorded at June 30, 2010. A material change in unrecognized tax benefits could have a material effect on our statements of income and comprehensive income. As of June 30, 2010, there are $111.0 million of unrecognized tax benefits, excluding accrued interest, which due to the reasons above, could significantly increase or decrease during the next twelve months.

There are certain tax attributes, such as net operating loss carry forwards, that may be limited in the event of an ownership change as defined under section 382 of the Internal Revenue Code. If an ownership change were to occur, there could be significant valuation allowances placed on deferred tax assets that do not have valuation allowances as of June 30, 2010.

Prior to the Chapter 11 Cases, we granted qualified and non-qualified stock options and restricted stock grants to attract and retain officers and key employees through the General Growth Properties, Inc. 2003 Incentive Stock Plan (the "2003 Incentive Plan"). The 2003 Incentive Plan provides for the issuance of 9,000,000 shares, of which 5,873,359 shares (5,036,627 stock options and 836,732 restricted shares) have been granted as of June 30, 2010 (subject to certain customary adjustments to prevent dilution). Additionally, the Compensation Committee of the Board of Directors (the "Compensation Committee") grants employment inducement awards to senior executives on a discretionary basis, and in the fourth quarter of 2008 granted 1,800,000 stock options to two senior executives. In addition, during the three months ended March 31, 2010 the Compensation Committee granted 100,000 stock options to a senior executive under the 2003 Incentive Plan. Further, as a result of the stock dividend, the number of shares issuable upon exercise of all outstanding options was increased by 58,127 shares in January 2010. Stock options are granted by the Compensation Committee of the Board of Directors at an exercise price of not less than 100% of the Fair Value of our common stock on the date of grant. The other terms of these options were determined by the Compensation Committee.

The following tables summarize stock option activity for the 2003 Incentive Plan as of and for the six months ended June 30, 2010 and 2009.

Stock options generally vest 20% at the time of the grants and in 20% annual increments thereafter. The intrinsic value of outstanding and exercisable stock options as of June 30, 2010 represents the excess of our closing stock price on that date, $13.26, over the weighted average exercise price multiplied by the applicable number of shares that may be acquired upon exercise of stock options, and is therefore not presented in the table above if the result is a negative value. The intrinsic value of exercised stock options represents the excess of our stock price, at the time the option was exercised, over the exercise price. No options were exercised in the three and six month periods ended June 30, 2010. No options were exercised or granted during the six months ended June 30, 2009. The total Fair Value of the stock options granted during the six months ended June 30, 2010 was $0.5 million.

Pursuant to the 2003 Incentive Plan, we make restricted stock grants to certain employees and non-employee directors. The vesting terms of these grants are specific to the individual grant. The vesting terms vary in that a portion of the shares vest either immediately or on the first anniversary and the remainder vest in equal annual amounts over the next two to five years. Participating employees must remain employed for vesting to occur (subject to certain exceptions in the case of retirement). Shares that do not vest are forfeited. Dividends are paid on stock subject to restrictions and are not returnable, even if the related stock does not ultimately vest.

The following table summarizes restricted stock activity for the respective grant years as of and for the six months ended June 30, 2010 and 2009.

The weighted average remaining contractual term (in years) of nonvested awards as of June 30, 2010 was 1.4 years.

The total Fair Value of restricted stock grants vested during the six months ended June 30, 2010 was $1.7 million while the total Fair Value of restricted stock grants which vested during the six months ended June 30, 2009 was $0.07 million.

Under the 1998 Incentive Stock Plan (the "1998 Incentive Plan"), stock incentive awards to employees in the form of threshold-vesting stock options ("TSOs") have been granted. The exercise price of the TSO is the Current Market Price ("CMP") as defined in the 1998 Incentive Plan of our common stock on the date the TSO is granted. In order for the TSOs to vest, our common stock must achieve and sustain the applicable threshold price for at least 20 consecutive trading days at any time during the five years following the date of grant. Participating employees must remain employed until vesting occurs in order to exercise the options. The threshold price is determined by multiplying the CMP on the date of grant by an Estimated Annual Growth Rate (7%) and compounding the product over a five-year period. TSOs granted in 2004 and thereafter must be exercised within 30 days of the vesting date. TSOs granted prior to 2004, all of which have vested, have a term of up to 10 years. The 1998 Incentive Plan terminated according to its terms December 31, 2008. As of June 30, 2010, a total of 1,746,884 TSOs were outstanding for all grant years.

were granted during the six months ended June 30, 2009. The weighted average estimated values of options granted during 2010 were based on the following assumptions:

Compensation expense related to the Incentive Stock Plans, TSOs and restricted stock was $1.6 million for the three months ended June 30, 2010; $6.1 for the six months ended June 30, 2010; $3.4 million for the three months ended June 30, 2009 and $6.0 million for the six months ended June 30, 2009.

As of June 30, 2010, total compensation expense which had not yet been recognized related to nonvested options, TSOs and restricted stock grants was $9.4 million. The provisions of all of our Incentive Stock Plans provide for vesting of all such outstanding unvested restricted stock and options under certain conditions, with such conditions expected to occur on the Effective Date, pursuant to the Plan. Accordingly, all such previously unrecognized expense is expected to be recognized in 2010. Additionally, the Plan provides that all outstanding options to purchase our stock will be converted into vested options to purchase Spinco common stock and New GGP common stock, with appropriate adjustments to the exercise price.

The following table summarizes the significant components of prepaid expenses and other assets.

The following table summarizes the significant components of accounts payable, accrued expenses and other liabilities.

			June 30, 2010			December 31, 2009

			(In thousands)
Accrued interest			$	506,284		$	366,398
Accounts payable and accrued expenses				380,059			434,912
Contingent purchase price liability				245,000			68,378
Uncertain tax position liability				217,192			129,413
Accrued payroll and other employee liabilities				173,611			104,926
Accrued real estate taxes				90,735			88,511
Construction payable				82,696			150,746
Deferred gains/income				81,734			67,611
Below-market tenant leases (Note 2)				54,731			63,290
Conditional asset retirement obligation liability				24,681			24,601
Tenant and other deposits				23,219			23,250
Other				167,979			212,860

	Total accounts payable and accrued expenses			2,047,921			1,734,896
	Less: amounts subject to compromise (Note 1)			(745,253	)		(612,008	)

		Accounts payable and accrued expenses not subject to compromise	$	1,302,668		$	1,122,888

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. Contractual rental expense, including participation rent, was $4.4 million for the three months ended June 30, 2010; $8.7 million for the six months ended June 30, 2010; $4.5 million for the three months ended June 30, 2009 and $9.4 million for the six months ended June 30, 2009. The same rent expense excluding amortization of above and below-market ground leases and straight-line rents, as presented in our consolidated financial statements, was $3.0 million for the three months ended June 30, 2010; $6.0 million for the six months ended June 30, 2010; $2.9 million for the three months ended June 30, 2009 and $6.3 million for the six months ended June 30, 2009.

Palazzo in Las Vegas, Nevada (The "Phase II Acquisition") which is connected to the existing Venetian and the Sands Expo and Convention Center facilities and The Grand Canal Shoppes. The project opened on January 18, 2008. The acquisition closed on February 29, 2008 for an initial purchase price payment of $290.8 million, which was primarily funded with $250.0 million of new variable-rate short-term debt collateralized by the property and for Federal income tax purposes was used as replacement property in a like-kind exchange. The Phase II Agreement provides for additional purchase price payments based on net operating income, as defined, of the Phase II retail space. Such additional payments, if any, are to be made during the 30 months after closing with the final payment being subject to re-adjustment 48 months after closing. Although we have currently estimated that no additional amounts will be paid pursuant to the Phase II Agreement, the total final purchase price of the Phase II Acquisition could be different than the current estimate.

See Note 5 for our obligations related to uncertain tax positions for disclosure of additional contingencies.

In conjunction with GGP's acquisition of The Rouse Company ("TRC") in November 2004, GGP assumed TRC's obligations under the Contingent Stock Agreement, ("the "CSA"). TRC entered into the CSA in 1996 when it acquired The Hughes Corporation ("Hughes"). This acquisition included various assets, including Summerlin (the "CSA Assets"), a development in our Master Planned Communities segment. GGP's obligations to the former Hughes owners or their successors (the "Beneficiaries") under the CSA are subject to treatment in accordance with applicable requirements of the bankruptcy law and any plan of reorganization that may be confirmed by the Bankruptcy Court.

Under the terms of the CSA, GGP was required through August 2009 to issue shares of its common stock semi-annually (February and August) to the Beneficiaries with the number of shares to be issued in any period based on cash flows from the development and/or sale of the CSA Assets and GGP's stock price. The Beneficiaries' share of earnings from the CSA Assets has been accounted for in our consolidated financial statements as a land sales operations expense, with the difference between such share of operations and the share of cash flows paid remaining as a contingent obligation. During 2009, GGP was not obligated to deliver any shares of its common stock under the CSA as the net development and sales cash flows were negative for the applicable periods. During 2008, 356,661 shares of GGP common stock (from treasury shares) were delivered to the Beneficiaries pursuant to the CSA.

Under the terms of the CSA, GGP was also required to make a final distribution to the Beneficiaries in 2010, following a final valuation of the remaining CSA Assets as of December 31, 2009. The CSA set forth a methodology for establishing this final valuation and required the payment be made in shares of GGP common stock. On August 4, 2010, the Bankruptcy Court entered an order directing the parties to proceed with an expedited appraisal process for the CSA assets and directing the parties to choose an independent appraiser to assist in the valuation process. Although the final payment may be in a range of amounts, we have estimated an amount to satisfy the obligations with respect to the final CSA distribution requirement. Accordingly, as of June 30, 2010, we recorded an incremental liability in accounts payable and accrued expenses net of the accrued contingent obligation related to the share of previous earnings of the CSA assets, with such amount reflected as additional investment (approximately $178 million) in the CSA Assets (that is, contingent consideration) which is

included in investment property and property held for development and sale. The actual amount of the final distribution to the Beneficiaries remains subject to determination by the Bankruptcy Court.

On June 12, 2009, the FASB issued new generally accepted accounting guidance that amends the consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation analysis under previously issued guidance. The amendments to the consolidation guidance affect all entities and enterprises currently within the scope of the previous guidance and are effective on January 1, 2010. We have adopted this new pronouncement and it did not have a material impact on our consolidated financial statements.

We have two business segments which offer different products and services. Our segments are managed separately because each requires different operating strategies or management expertise. We do not distinguish or group our consolidated operations on a geographic basis. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. Our reportable segments are as follows:

The accounting policies of the segments are the same as those of the Company, except that we report unconsolidated real estate ventures using the proportionate share method rather than the equity method. Under the proportionate share method, our share of the revenues and expenses of the Unconsolidated Properties are combined with the revenues and expenses of the Consolidated Properties. Under the equity method, our share of the net revenues and expenses of the Unconsolidated Properties are reported as a single line item, Equity in income of Unconsolidated Real Estate Affiliates, in our Consolidated Statements of Income and Comprehensive Income. This difference affects only the reported revenues and operating expenses of the segments and has no effect on our reported net earnings. In addition, other revenues are reduced by the NOI attributable to our noncontrolling interests in consolidated joint ventures.

The total expenditures for additions to long-lived assets for the Master Planned Communities segment were $32.4 million for the six months ended June 30, 2010 and $29.8 million for the six months ended June 30, 2009. The total expenditures for additions to long-lived assets for the Retail and Other segment were $113.2 million for the six months ended June 30, 2010 and $127.6 million for

the six months ended June 30, 2009. Such amounts for the Master Planned Communities segment and the Retail and Other segment are included in the amounts listed as Land/residential development and acquisitions expenditures and Acquisition/development of real estate and property additions/improvements, respectively, in our Consolidated Statements of Cash Flows.

The total amount of goodwill, as presented on our Consolidated Balance Sheets, is included in our Retail and Other segment.

				Three Months Ended June 30, 2010

				Consolidated Properties			Unconsolidated Properties			Segment Basis
				(In thousands)
Retail and Other
Property revenues:
	Minimum rents			$	484,459		$	97,466		$	581,925
	Tenant recoveries				215,587			37,500			253,087
	Overage rents				7,447			951			8,398
	Other, including noncontrolling interests				19,746			11,667			31,413

		Total property revenues			727,239			147,584			874,823

Property operating expenses:
	Real estate taxes				71,062			12,078			83,140
	Property maintenance costs				26,188			4,599			30,787
	Marketing				6,250			1,107			7,357
	Other property operating costs				128,201			27,509			155,710
	Provision for doubtful accounts				3,619			715			4,334

		Total property operating expenses			235,320			46,008			281,328

			Retail and other net operating income		491,919			101,576			593,495

Master Planned Communities
Land and condominium sales					59,965			13,337			73,302
Land and condominium sales operations					(59,065	)		(8,770	)		(67,835	)

	Master Planned Communities net operating income				900			4,567			5,467

		Real estate property net operating income		$	492,819		$	106,143		$	598,962

				Three Months Ended June 30, 2009

				Consolidated Properties			Unconsolidated Properties			Segment Basis
				(In thousands)
Retail and Other
Property revenues:
	Minimum rents			$	498,708		$	97,043		$	595,751
	Tenant recoveries				224,691			38,722			263,413
	Overage rents				5,782			975			6,757
	Other, including noncontrolling interests				18,809			13,013			31,822

		Total property revenues			747,990			149,753			897,743

Property operating expenses:
	Real estate taxes				68,959			12,263			81,222
	Property maintenance costs				22,100			4,165			26,265
	Marketing				6,906			1,275			8,181
	Other property operating costs				126,479			32,068			158,547
	Provision for doubtful accounts				8,847			1,806			10,653

		Total property operating expenses			233,291			51,577			284,868

			Retail and other net operating income		514,699			98,176			612,875

Master Planned Communities
Land and condominium sales					22,448			13,419			35,867
Land and condominium sales operations					(21,850	)		(8,732	)		(30,582	)

	Master Planned Communities net operating income before provision for impairment				598			4,687			5,285
Provision for impairment					(55,923	)		—			(55,923	)

	Master Planned Communities net operating (loss) income				(55,325	)		4,687			(50,638	)

		Real estate property net operating income		$	459,374		$	102,863		$	562,237

				Six Months Ended June 30, 2010

				Consolidated Properties			Unconsolidated Properties			Segment Basis
				(In thousands)
Retail and Other
Property revenues:
	Minimum rents			$	977,217		$	197,345		$	1,174,562
	Tenant recoveries				429,838			76,771			506,609
	Overage rents				17,793			2,190			19,983
	Other, including noncontrolling interests				36,549			22,355			58,904

		Total property revenues			1,461,397			298,661			1,760,058

Property operating expenses:
	Real estate taxes				143,157			24,663			167,820
	Property maintenance costs				62,032			9,881			71,913
	Marketing				13,331			2,628			15,959
	Other property operating costs				255,272			57,231			312,503
	Provision for doubtful accounts				9,946			2,145			12,091

		Total property operating expenses			483,738			96,548			580,286

			Retail and other net operating income		977,659			202,113			1,179,772

Master Planned Communities
Land and condominium sales					65,035			25,972			91,007
Land and condominium sales operations					(69,232	)		(18,741	)		(87,973	)

	Master Planned Communities net operating (loss) income				(4,197	)		7,231			3,034

		Real estate property net operating income		$	973,462		$	209,344		$	1,182,806

				Six Months Ended June 30, 2009

				Consolidated Properties			Unconsolidated Properties			Segment Basis
				(In thousands)
Retail and Other
Property revenues:
	Minimum rents			$	997,816		$	194,434		$	1,192,250
	Tenant recoveries				457,710			79,541			537,251
	Overage rents				15,806			2,191			17,997
	Other, including minority interest				31,606			25,641			57,247

		Total property revenues			1,502,938			301,807			1,804,745

Property operating expenses:
	Real estate taxes				140,518			24,844			165,362
	Property maintenance costs				49,459			8,999			58,458
	Marketing				14,482			2,750			17,232
	Other property operating costs				258,178			64,490			322,668
	Provision for doubtful accounts				19,179			3,054			22,233

		Total property operating expenses			481,816			104,137			585,953

			Retail and other net operating income		1,021,122			197,670			1,218,792

Master Planned Communities
Land and condominium sales					31,435			18,520			49,955
Land and condominium sales operations					(32,464	)		(13,500	)		(45,964	)

	Master Planned Communities net operating (loss) income before provision for impairment				(1,029	)		5,020			3,991
Provision for impairment					(108,691	)		—			(108,691	)

	Master Planned Communities net operating (loss) income				(109,720	)		5,020			(104,700	)

		Real estate property net operating income		$	911,402		$	202,690		$	1,114,092

The following reconciles NOI to GAAP-basis operating income and loss from continuing operations:

		Three Months Ended June 30,						Six Months Ended June 30,

		2010			2009			2010			2009
		(In thousands)
Real estate property net operating income:
	Segment basis	$	598,962		$	562,237		$	1,182,806		$	1,114,092
	Unconsolidated Properties		(106,143	)		(102,863	)		(209,344	)		(202,690	)

	Consolidated Properties		492,819			459,374			973,462			911,402
Management fees and other corporate revenues			15,902			18,860			33,988			40,719
Property management and other costs			(48,517	)		(42,200	)		(83,949	)		(85,609	)
General and administrative			(5,668	)		(6,591	)		(13,306	)		(14,112	)
Strategic initiatives			—			(25,713	)		—			(64,013	)
Provisions for impairment			(19,923	)		(26,465	)		(31,273	)		(304,789	)
Depreciation and amortization			(175,318	)		(186,472	)		(352,621	)		(391,087	)
Noncontrolling interest in NOI of Consolidated Properties and other			2,211			2,797			6,134			5,643

	Operating income (loss)		261,506			193,590			532,435			98,154
Interest income			137			501			813			1,231
Interest expense			(301,726	)		(328,351	)		(637,004	)		(656,841	)
Provision for benefit from income taxes			(14,234	)		(15,742	)		(17,884	)		(4,228	)
Equity in income of Unconsolidated Real Estate Affiliates			16,901			16,339			50,652			23,877
Reorganization items			(80,111	)		(24,918	)		9,301			(24,918	)

	Income (loss) from continuing operations	$	(117,527	)	$	(158,581	)	$	(61,687	)	$	(562,725	)

Through and including , 2010 (the day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The expenses, other than underwriting commissions, expected to be incurred by New GGP (the "Registrant") in connection with the issuance and distribution of the securities being registered under this Registration Statement are estimated to be as follows:

In order to fund a portion of the Plan, Existing GGP entered into the Brookfield Investor Agreement with Brookfield Investor, the Fairholme Agreement with Fairholme and the Pershing Square Agreement with Pershing Square, or together, the Investment Agreements.

The Investment Agreements provide that, subject to the conditions set forth in the agreements, the Plan Sponsors are committed to fund an aggregate of $6.55 billion, consisting of $6.3 billion of common stock of New GGP and a $250 million backstop commitment for a rights offering by Spinco. The Plan Sponsors have also provided a $1.5 billion backstop commitment for debt of New GGP. The Registrants do not currently anticipate needing to utilize such debt commitment or conducting such New GGP rights offering to fund Existing GGP's emergence. Pursuant to the Investment Agreements, Brookfield Investor will invest $2.5 billion, Fairholme will invest approximately $2,714.3 million and Pershing Square will invest approximately $1,085.7 million in New GGP through the purchase of New GGP common stock at a price of $10.00 per share; provided that, subject to certain limitations, these purchase commitments may be satisfied through the conversion of allowed claims against the TopCo Debtors held by the applicable Plan Sponsor into shares of New GGP common stock at a valuation of $10.00 per share. Pursuant to the terms of the Investment Agreements, if Existing GGP has sold or has binding commitments to sell on or prior to the Effective Date, common stock, including the common stock underlying the notes offered hereby, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration), Existing GGP may reduce the amount of New GGP common stock to be sold to Fairholme and Pershing Square, pro rata, by up to 50%.

In addition, if we elect to reserve any shares for repurchase as described above, $350 million of Pershing Square's equity capital commitment will be fulfilled in the form of an unsecured note issued

by New GGP which would be payable six months from closing (the "Pershing Square Bridge Note"). If the Pershing Square Bridge Note is issued, the Pershing Square investment agreement grants New GGP a right (the "put right") to sell up to 35 million shares, subject to reduction as provided in the Pershing Square investment agreement, to Pershing Square at $10.00 per share (adjusted for dividends) six months following the Effective Date to fund the repayment of the Pershing Square Bridge Note to the extent that it has not already been repaid. The Pershing Square Bridge Note will bear interest at a rate of 6% per annum and would be prepayable by New GGP (from the proceeds of equity offerings or other sources of cash) at any time without premium or penalty. New GGP also would incur a 2% per annum fee of the amount of the outstanding put right, beginning 90 days following the Effective Date. If we elect to reserve any shares for repurchase after the Effective Date, we must pay to Fairholme and/or Pershing Square, as applicable, in cash on the Effective Date, an amount equal to $0.25 per share that is reserved. If we elect to exercise this post-Effective Date repurchase right, we expect that we would do so through an offering of New GGP common stock, rather than through the issuance and sale of exchangeable notes offered hereby.

In addition, prior to the confirmation of the Plan Existing GGP may terminate the Fairholme and/or Pershing Square agreements upon notice for any reason or no reason, including to replace the investments with other capital, such as with the net proceeds of the notes offered hereby; however the remaining Plan Sponsors, including Brookfield Investor, would have the right to terminate their commitments if the replacement common stock (or securities convertible into the common stock of New GGP) is issued at less than $10.00 per share (net of all underwriting and other discounts, fees and any other compensation and related expenses).

In addition, under the Investment Agreements, in lieu of the receipt of any fees that would be customary in similar transactions, the Investment Agreements provide for the issuance of interim warrants to Brookfield Investor and Fairholme to purchase approximately 103 million shares of Existing GGP at $15.00 per share (the "Interim Warrants"), which occurred on May 10, 2010 following the Bankruptcy Court's approval of the Investment Agreements. The Interim Warrants will vest as follows: 40% upon issuance, 20% on July 12, 2010, and the remaining Interim Warrants will vest in equal daily installments from July 13, 2010 to December 31, 2010, except that any Interim Warrants that have not vested on or prior to the termination of Brookfield Investor's or Fairholme's Investment Agreement, as the case may be, will not vest and will be cancelled. Upon consummation of the Plan contemplated by the Investment Agreements, the Interim Warrants will be cancelled and warrants to purchase common stock of New GGP and Spinco would be issued to each of the Plan Sponsors. After giving effect to Blackstone Designation, in accordance with the Investment Agreements, New GGP will issue to (a) Brookfield Investor warrants to purchase up to 57.5 million shares of New GGP common stock with an initial exercise price of $10.75 per share, (b) Fairholme warrants to purchase up to 41.07 million shares of New GGP common stock with an initial exercise price of $10.50 per share, (c) Pershing Square warrants to purchase up to 16.43 million shares of New GGP common stock with an initial exercise price of $10.50 per share and (d) Blackstone warrants to purchase up to 5.0 million shares of New GGP common stock with an initial exercise price of $10.50 per share with respect to one-half of the warrants and $10.75 per share with respect to the remaining one-half of the warrants. In addition, pursuant to the Plan and after giving effect to the Blackstone Designation, Spinco will issue to (1) Brookfield Investor warrants to purchase up to 3.83 million shares of Spinco common stock, (2) Fairholme warrants to purchase up to 1.92 million shares of Spinco common stock, (3) Pershing Investor warrants to purchase up to 1.92 million shares of Spinco common stock and (4) Blackstone warrants to purchase up to 0.33 million shares of Spinco common stock, in each case, with an initial exercise price of $50.00 per share. The above exercise prices would be subject to adjustment as provided in the related warrant and registration rights agreements. Each warrant has a term of seven years from the closing date of the investments.

Existing GGP has also entered into an investment agreement with Texas Teachers, pursuant to which Texas Teachers is committed to fund $500.00 million for new equity capital of New GGP at a value of $10.25 per share. Existing GGP may use the proceeds of a sale of, or binding commitments to sell, common stock of New GGP, including the common stock underlying the notes offered hereby, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related considerations) to reduce the amount of New GGP common stock sold to Texas Teachers by up to 50% (or approximately $250 million) prior to the Effective Date or to repurchase up to 50% of the shares be sold to Texas Teachers (or approximately $250 million) for up to 45 days after the Effective Date at a price of $10.25 per share. Texas Teachers is committed to make the investment until December 31, 2010, provided that this date may be extended in certain circumstances to January 31, 2011. If the Texas Teachers investment agreement is terminated in connection with the termination of the investment agreement with Brookfield Investor or by Existing GGP in connection with a sale of $500 million of shares of New GGP common stock at a price not less than $10.50 per share, Existing GGP will pay Texas Teachers a termination fee of $15 million and reimburse its expenses up to $1 million. Texas Teachers' investment is subject to the satisfaction of closing conditions that are similar to, but less restrictive than, those in the Plan Sponsors' Investment Agreements. Texas Teachers will receive customary piggyback registration rights pursuant to a registration rights agreement.

On May 10, 2010, pursuant to the investment agreements with Brookfield Investor and Fairholme, Existing GGP entered into the Warrant and Registration Rights Agreement with Mellon Investor Services LLC as warrant agent (the "Warrant Agreement"), pursuant to which GGP issued 60,000,000 Warrants to Brookfield Investor and 42,857,143 warrants to Fairholme in connection with each of their investments.

Each warrant entitles the holder thereof to purchase one share of Common Stock at an initial exercise price of $15 per share, subject to adjustment as provided in the Warrant Agreement. 40% of the warrants vested upon issuance, 20% of the warrants will vest on July 12, 2010, and the remaining warrants will vest in equal daily installments from July 13, 2010 to December 31, 2010, except that any Investor's warrants that have not vested on or prior to termination of such Investor's Investment Agreement will not vest and will be cancelled. The warrants will expire on May 10, 2017. The warrants were issued to Brookfield Investor and Fairholme in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act.

The information set forth in Item 32 Sales to Special Parties is incorporated by reference herein.

Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees)), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director,

officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Each of the Registrant's Bylaws authorize the indemnification of their officers and directors, consistent with Section 145 of the DGCL. Existing GGP has entered and New GGP intends to enter into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Registrant to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys' fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person's services as a director or executive officer.

Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.

Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any person, including an officer or director, who is, or is threatened to be made, party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the corporation's best interest and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any officer or director in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred.

Existing GGP maintains and New GGP expects to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to Existing GGP and New GGP, respectively, with respect to indemnification payments that each may make to such directors and officers.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification to the Registrant's directors and officers by the underwriters against certain liabilities.

		Exhibit Number			Description of Exhibits

			1.1*		Form of Underwriting Agreement.
			2.1*		Plan of Reorganization filed with the United States Bankruptcy Court for the Southern District of New York on , 2010.
			3.1*		Amended and Restated Certificate of Incorporation of New GGP, Inc.
			3.2**		Restated Certificate of Incorporation of General Growth Properties, Inc. ("Existing GGP") (previously filed as Exhibit 3.1 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			3.3*		Amended and Restated Bylaws of New GGP, Inc.
			3.4**		Second Amended and Restated Bylaws of Existing GGP (previously filed as Exhibit 3(ii).1 to Existing GGP's Current Report on Form 8-K dated November 18, 2008 which was filed with the SEC on November 21, 2008).
			3.5**		Certificate of Designations, Preferences and Rights of Increasing Rate Cumulative Preferred Stock, Series I filed with the Delaware Secretary of State on February 26, 2007 (previously filed as Exhibit 3.3 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2006, which was previously filed with the SEC on March 1, 2007).
			4.1*		Form of Common Stock Certificate.
			4.2**		Rights Agreement dated July 27, 1993, between Existing GGP and certain other parties named therein (previously filed as Exhibit 4.2 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.3**		Amendment to Rights Agreement dated as of February 1, 2000, between Existing GGP and certain other parties named therein (previously filed as Exhibit 4.3 to Existing GGP's Registration Statement on Form 8-A12B which was filed with the SEC on March 3, 2010).
			4.4**		Redemption Rights Agreement dated July 13, 1995, by and among GGP Limited Partnership (the "Operating Partnership"), Existing GGP and the persons listed on the signature pages thereof (previously filed as Exhibit 4.4 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.5**		Redemption Rights Agreement dated December 6, 1996, among the Operating Partnership, Forbes/Cohen Properties, Lakeview Square Associates, and Jackson Properties (previously filed as Exhibit 4.5 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.6**		Redemption Rights Agreement dated June 19, 1997, among the Operating Partnership, Existing GGP, and CA Southlake Investors, Ltd. (previously filed as Exhibit 4.6 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).

		Exhibit Number			Description of Exhibits

			4.7**		Redemption Rights Agreement dated October 23, 1997, among Existing GGP, the Operating Partnership and Peter Leibowits (previously filed as Exhibit 4.7 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.8**		Redemption Rights Agreement dated April 2, 1998, among the Operating Partnership, Existing GGP and Southwest Properties Venture (previously filed as Exhibit 4.8 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.9**		Redemption Rights Agreement dated July 21, 1998, among the Operating Partnership, Existing GGP, Nashland Associates, and HRE Altamonte, Inc. (previously filed as Exhibit 4.9 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.10**		Redemption Rights Agreement dated October 21, 1998, among the Operating Partnership, Existing GGP and the persons on the signature pages thereof (previously filed as Exhibit 4.10 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.11**		Redemption Rights Agreement (Common Units) dated July 10, 2002, by and among the Operating Partnership, Existing GGP and the persons listed on the signature pages thereof (previously filed as Exhibit 4.11 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.12**		Redemption Rights Agreement (Series B Preferred Units) dated July 10, 2002, by and among the Operating Partnership, Existing GGP and the persons listed on the signature pages thereof (previously filed as Exhibit 4.12 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.13**		Redemption Rights Agreement (Common Units) dated November 27, 2002, by and among the Operating Partnership, Existing GGP and JSG, LLC (previously filed as Exhibit 4.13 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the SEC on February 27, 2009).
			4.14**		Redemption Rights Agreement dated December 11, 2003, by and among the Operating Partnership, Existing GGP and Everitt Enterprises, Inc. (previously filed as Exhibit 4.14 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			4.15**		Redemption Rights Agreement dated March 5, 2004, by and among the Operating Partnership, Existing GGP and Koury Corporation (previously filed as Exhibit 4.15 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.16**		Registration Rights Agreement dated April 15, 1993, between Existing GGP, Martin Bucksbaum, Matthew Bucksbaum and the other parties named therein (previously filed as Exhibit 4.16 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.17**		Amendment to Registration Rights Agreement dated February 1, 2000, among Existing GGP and certain other parties named therein (previously filed as Exhibit 4.17 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).

		Exhibit Number			Description of Exhibits

			4.18**		Registration Rights Agreement dated April 17, 2002, between Existing GGP and GSEP 2002 Realty Corp (previously filed as Exhibit 4.18 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.19**		The Rouse Company and The First National Bank of Chicago (Trustee) Indenture dated as of February 24, 1995 (previously filed as Exhibit 4.24 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2010 which was filed with the SEC on April 30, 2010).
			4.20**		The Rouse Company LP, TRC Co-Issuer, Inc. and The Bank of New York Mellon Corporation (Trustee) Indenture dated May 5, 2006 (previously filed as Exhibit 4.24 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2006 which was filed with the SEC on March 1, 2007).
			4.21**		Indenture, dated as of April 16, 2007, between the Operating Partnership and The Bank of New York Mellon Corporation (previously filed as Exhibit 4.1 to Existing GGP's Current Report on Form 8-K dated April 16, 2007 which was filed with the SEC on April 19, 2007).
			4.22*		Indenture, dated as of , 2010, between New GGP, Inc. and , as trustee.
			5.1*		Opinion of Weil, Gotshal & Manages LLP.
			8.1*		Opinion re tax matters of Weil, Gotshal & Manges LLP.
			8.2*		Opinion re tax matters of Arnold & Porter LLP.
			10.1*		Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated April 1, 1998 (the "LP Agreement").
			10.2*		Third Amended and Restated Operating Agreement of GGPLP L.L.C. dated April 17, 2002 (the "LLC Agreement").
			10.3**		Operating Agreement dated November 10, 1999, between the Operating Partnership, NYSCRF, and GGP/Homart II L.L.C. (previously filed as Exhibit 10.20 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.4**		Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated November 22, 2002 (previously filed as Exhibit 10.21 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.5**		Letter Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003 (previously filed as Exhibit 10.22 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.6**		Second Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003 (previously filed as Exhibit 10.23 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.7**		Third Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated February 8, 2008 (previously filed as Exhibit 10.25 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).

		Exhibit Number			Description of Exhibits

			10.8**		Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated August 26, 2002, between the Operating Partnership, Teachers' Retirement System of the State of Illinois and GGP-TRS L.L.C. (previously filed as Exhibit 10.24 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.9**		First Amendment to Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated December 19, 2002 (previously filed as Exhibit 10.25 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.10**		Second Amendment to Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated November 1, 2005 (previously filed as Exhibit 10.26 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.11*		Summary of Non-Employee Director Compensation Program.
			10.12**		Contingent Stock Agreement, effective January 1, 1996, by The Rouse Company and in favor of and for the benefit of the Holders and the Representatives (as defined therein) (previously filed as Exhibit 10.30 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			10.13**		Assumption Agreement dated October 19, 2004 by Existing GGP and The Rouse Company in favor of and for the benefit of the Holders and the Representatives (as defined therein) (previously filed as Exhibit 99.2 to Existing GGP's Registration Statement on Form S-3/A (No. 333-120373) which was filed with the SEC on December 23, 2004).
			10.14**		Indemnity Agreement dated as of February 2006 by the Company and The Rouse Company, LP. (previously filed as Exhibit 10.1 to Existing GGP's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 which was filed with the SEC on May 10, 2006).
			10.15**		Existing GGP 1998 Incentive Stock Plan, as amended (previously filed as Exhibit 10.33 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.16**		Amendment dated November 9, 2006 and effective January 1, 2007 to Existing GGP 1998 Incentive Stock Plan (previously filed as Exhibit 10.1 to Existing GGP's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 which was filed with the SEC on November 8, 2006).
			10.17**		Form of Option Agreement pursuant to 1998 Incentive Stock Plan (previously filed as Exhibit 10.35 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.18**		Existing GGP Second Amended and Restated 2003 Incentive Stock Plan, effective December 18, 2008 (previously filed as Exhibit 10.36 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the SEC on February 27, 2009).
			10.19**		Amendment to Existing GGP's Second Amended and Restated 2003 Incentive Stock Plan, effective March 1, 2010 (previously filed as exhibit 10.37 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).

		Exhibit Number			Description of Exhibits

			10.20**		Form of Option Agreement pursuant to 2003 Incentive Stock Plan (previously filed as Exhibit 10.38 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2009).
			10.21**		Form of Employee Restricted Stock Agreement pursuant to the 2003 Incentive Stock Plan (previously filed as Exhibit 10.2 to Existing GGP's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 which was filed with the SEC on August 9, 2006).
			10.22**		Form of Non-Employee Director Restricted Stock Agreement pursuant to the 2003 Incentive Stock Plan (previously filed as Exhibit 10.40 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.23**		Form of Restricted Stock Agreement pursuant to the Existing GGP 2003 Incentive Stock Plan, as amended (previously filed as Exhibit 10.1 to Existing GGP's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 which was filed with the SEC on May 8, 2008).
			10.24**		Employment Agreement dated as of November 2, 2008 by and among Existing GGP, GGP Limited Partnership and Adam S. Metz (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).
			10.25**		Employment Agreement dated as of November 2, 2008 by and among Existing GGP, GGP Limited Partnership and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.2 to Existing GGP's Current Report on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).
			10.26**		Amendment to Employment Agreement, dated as of March 6, 2009 by and among the Company, GGP Limited Partnership and Adam S. Metz (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K dated March 6, 2009 which was filed with the SEC on March 10, 2009).
			10.27**		Amendment to Employment Agreement, dated as of March 6, 2009 by and among the Company, GGP Limited Partnership and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K dated March 6, 2009 which was filed with the SEC on March 10, 2009).
			10.28**		Non-Qualified Stock Option Agreement dated as of November 3, 2008 by and between Existing GGP and Adam S. Metz (previously filed as Exhibit 10.3 to Existing GGP's Current Report on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).
			10.29**		Non-Qualified Option Agreement dated as of November 3, 2008 by and between Existing GGP and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.4 to Existing GGP's Current Report on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).
			10.30**		Existing GGP Key Employee Incentive Plan dated October 2, 2009 and effective October 15, 2009 (previously filed as Exhibit 10.47 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2009 which was filed with the SEC on March 1, 2010).
			10.31**		Existing GGP Cash Value Added Incentive Compensation plan dated June 9, 1999 (previously filed as Exhibit 10.51 to Existing GGP's Annual Report on form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).

		Exhibit Number			Description of Exhibits

			10.32**		Amendment to Existing GGP Cash Value Added Incentive Compensation plan, effective January 1, 2007 (previously filed as Exhibit 10.52 to Existing GGP's Annual Report on form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.33**		2009 and 2010 Subplan to Existing GGP Cash Value Added Incentive Compensation plan (previously filed as Exhibit 10.53 to Existing GGP's Annual Report on form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.34**		Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, between REP Investments LLC, an affiliate of Brookfield Asset Management Inc. and Existing GGP (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K dated August 2, 2010 which was filed with the SEC on August 3, 2010).
			10.35**		Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, between The Fairholme Fund, Fairholme Focused Income Fund and Existing GGP (previously filed as Exhibit 10.3 to Existing GGP's Current Report on Form 8-K dated August 2, 2010 which was filed with the SEC on August 3, 2010).
			10.36**		Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, between Pershing Square Capital Management, L.P. on behalf of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing Square International V, Ltd. and Existing GGP (previously filed as Exhibit 10.2 to Existing GGP's Current Report on Form 8-K dated August 2, 2010 which was filed with the SEC on August 3, 2010).
			10.37*		Escrow Agreement, dated as of , 2010, among New GGP, Inc., and .
			10.38**		Warrant and Registration Rights Agreement, dated as of May 10, 2010, between Existing GGP and Mellon Investor Services LLC (previously filed as Exhibit 10.4 to Existing GGP's Current Report on Form 8-K dated May 7, 2010 which was filed with the SEC on May 13, 2010.
			10.39**		Stock Purchase Agreement, dated as of July 8, 2010, between Teacher Retirement System of Texas and General Growth Properties, Inc. (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K which was filed with the SEC on July 13, 2010).
			10.40*		Form of indemnification agreement for directors and executive officers.
			11.1		Statement regarding computation of per share earnings (incorporated by reference to the Notes to the Selected Historical Consolidated Financial Statements included in Part I of this Registration Statement).
			12.1		Statement regarding computation of ratio of earnings to fixed charges (incorporated by reference to the Notes to the Selected Historical Consolidated Financial Statements included in Part I of this Registration Statement).
			21.1*		List of Subsidiaries of New GGP, Inc.
			23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to Existing GGP.
			23.2		Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm, relating to New GGP, Inc.
			23.3		Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP/Homart II, L.L.C.

The undersigned registrants hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the provisions referenced in Item 34 of this registration statement, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on September 8, 2010.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on September 8, 2010.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, State of Illinois, on September 8, 2010.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on September 8, 2010.

		Exhibit Number			Description of Exhibits

			1.1*		Form of Underwriting Agreement.
			2.1*		Plan of Reorganization filed with the United States Bankruptcy Court for the Southern District of New York on , 2010.
			3.1*		Amended and Restated Certificate of Incorporation of New GGP, Inc.
			3.2**		Restated Certificate of Incorporation of General Growth Properties, Inc. ("Existing GGP") (previously filed as Exhibit 3.1 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			3.3*		Amended and Restated Bylaws of New GGP, Inc.
			3.4**		Second Amended and Restated Bylaws of Existing GGP (previously filed as Exhibit 3(ii).1 to Existing GGP's Current Report on Form 8-K dated November 18, 2008 which was filed with the SEC on November 21, 2008).
			3.5**		Certificate of Designations, Preferences and Rights of Increasing Rate Cumulative Preferred Stock, Series I filed with the Delaware Secretary of State on February 26, 2007 (previously filed as Exhibit 3.3 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2006, which was previously filed with the SEC on March 1, 2007).
			4.1*		Form of Common Stock Certificate.
			4.2**		Rights Agreement dated July 27, 1993, between Existing GGP and certain other parties named therein (previously filed as Exhibit 4.2 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.3**		Amendment to Rights Agreement dated as of February 1, 2000, between Existing GGP and certain other parties named therein (previously filed as Exhibit 4.3 to Existing GGP's Registration Statement on Form 8-A12B which was filed with the SEC on March 3, 2010).
			4.4**		Redemption Rights Agreement dated July 13, 1995, by and among GGP Limited Partnership (the "Operating Partnership"), Existing GGP and the persons listed on the signature pages thereof (previously filed as Exhibit 4.4 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.5**		Redemption Rights Agreement dated December 6, 1996, among the Operating Partnership, Forbes/Cohen Properties, Lakeview Square Associates, and Jackson Properties (previously filed as Exhibit 4.5 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.6**		Redemption Rights Agreement dated June 19, 1997, among the Operating Partnership, Existing GGP, and CA Southlake Investors, Ltd. (previously filed as Exhibit 4.6 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.7**		Redemption Rights Agreement dated October 23, 1997, among Existing GGP, the Operating Partnership and Peter Leibowits (previously filed as Exhibit 4.7 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.8**		Redemption Rights Agreement dated April 2, 1998, among the Operating Partnership, Existing GGP and Southwest Properties Venture (previously filed as Exhibit 4.8 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).

		Exhibit Number			Description of Exhibits

			4.9**		Redemption Rights Agreement dated July 21, 1998, among the Operating Partnership, Existing GGP, Nashland Associates, and HRE Altamonte, Inc. (previously filed as Exhibit 4.9 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.10**		Redemption Rights Agreement dated October 21, 1998, among the Operating Partnership, Existing GGP and the persons on the signature pages thereof (previously filed as Exhibit 4.10 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			4.11**		Redemption Rights Agreement (Common Units) dated July 10, 2002, by and among the Operating Partnership, Existing GGP and the persons listed on the signature pages thereof (previously filed as Exhibit 4.11 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.12**		Redemption Rights Agreement (Series B Preferred Units) dated July 10, 2002, by and among the Operating Partnership, Existing GGP and the persons listed on the signature pages thereof (previously filed as Exhibit 4.12 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.13**		Redemption Rights Agreement (Common Units) dated November 27, 2002, by and among the Operating Partnership, Existing GGP and JSG, LLC (previously filed as Exhibit 4.13 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the SEC on February 27, 2009).
			4.14**		Redemption Rights Agreement dated December 11, 2003, by and among the Operating Partnership, Existing GGP and Everitt Enterprises, Inc. (previously filed as Exhibit 4.14 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			4.15**		Redemption Rights Agreement dated March 5, 2004, by and among the Operating Partnership, Existing GGP and Koury Corporation (previously filed as Exhibit 4.15 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.16**		Registration Rights Agreement dated April 15, 1993, between Existing GGP, Martin Bucksbaum, Matthew Bucksbaum and the other parties named therein (previously filed as Exhibit 4.16 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.17**		Amendment to Registration Rights Agreement dated February 1, 2000, among Existing GGP and certain other parties named therein (previously filed as Exhibit 4.17 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			4.18**		Registration Rights Agreement dated April 17, 2002, between Existing GGP and GSEP 2002 Realty Corp (previously filed as Exhibit 4.18 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			4.19**		The Rouse Company and The First National Bank of Chicago (Trustee) Indenture dated as of February 24, 1995 (previously filed as Exhibit 4.24 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2010 which was filed with the SEC on April 30, 2010).
			4.20**		The Rouse Company LP, TRC Co-Issuer, Inc. and The Bank of New York Mellon Corporation (Trustee) Indenture dated May 5, 2006 (previously filed as Exhibit 4.24 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2006 which was filed with the SEC on March 1, 2007).

		Exhibit Number			Description of Exhibits

			4.21**		Indenture, dated as of April 16, 2007, between the Operating Partnership and The Bank of New York Mellon Corporation (previously filed as Exhibit 4.1 to Existing GGP's Current Report on Form 8-K dated April 16, 2007 which was filed with the SEC on April 19, 2007).
			4.22*		Indenture, dated as of , 2010, between New GGP, Inc. and , as trustee
			5.1*		Opinion of Weil, Gotshal & Manages LLP.
			8.1*		Opinion re tax matters of Weil, Gotshal & Manges LLP.
			8.2*		Opinion re tax matters of Arnold & Porter LLP.
			10.1*		Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated April 1, 1998 (the "LP Agreement").
			10.2**		Third Amended and Restated Operating Agreement of GGPLP L.L.C. dated April 17, 2002 (the "LLC Agreement").
			10.3**		Operating Agreement dated November 10, 1999, between the Operating Partnership, NYSCRF, and GGP/Homart II L.L.C. (previously filed as Exhibit 10.20 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.4**		Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated November 22, 2002 (previously filed as Exhibit 10.21 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.5**		Letter Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003 (previously filed as Exhibit 10.22 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.6**		Second Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003 (previously filed as Exhibit 10.23 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.7**		Third Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated February 8, 2008 (previously filed as Exhibit 10.25 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			10.8**		Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated August 26, 2002, between the Operating Partnership, Teachers' Retirement System of the State of Illinois and GGP-TRS L.L.C. (previously filed as Exhibit 10.24 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.9**		First Amendment to Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated December 19, 2002 (previously filed as Exhibit 10.25 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.10**		Second Amendment to Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated November 1, 2005 (previously filed as Exhibit 10.26 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).
			10.11*		Summary of Non-Employee Director Compensation Program.

		Exhibit Number			Description of Exhibits

			10.12**		Contingent Stock Agreement, effective January 1, 1996, by The Rouse Company and in favor of and for the benefit of the Holders and the Representatives (as defined therein) (previously filed as Exhibit 10.30 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).
			10.13**		Assumption Agreement dated October 19, 2004 by Existing GGP and The Rouse Company in favor of and for the benefit of the Holders and the Representatives (as defined therein) (previously filed as Exhibit 99.2 to Existing GGP's Registration Statement on Form S-3/A (No. 333-120373) which was filed with the SEC on December 23, 2004).
			10.14**		Indemnity Agreement dated as of February 2006 by the Company and The Rouse Company, LP. (previously filed as Exhibit 10.1 to Existing GGP's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 which was filed with the SEC on May 10, 2006).
			10.15**		Existing GGP 1998 Incentive Stock Plan, as amended (previously filed as Exhibit 10.33 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.16**		Amendment dated November 9, 2006 and effective January 1, 2007 to Existing GGP 1998 Incentive Stock Plan (previously filed as Exhibit 10.1 to Existing GGP's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 which was filed with the SEC on November 8, 2006).
			10.17**		Form of Option Agreement pursuant to 1998 Incentive Stock Plan (previously filed as Exhibit 10.35 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.18**		Existing GGP Second Amended and Restated 2003 Incentive Stock Plan, effective December 18, 2008 (previously filed as Exhibit 10.36 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the SEC on February 27, 2009).
			10.19**		Amendment to Existing GGP's Second Amended and Restated 2003 Incentive Stock Plan, effective March 1, 2010 (previously filed as exhibit 10.37 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.20**		Form of Option Agreement pursuant to 2003 Incentive Stock Plan (previously filed as Exhibit 10.38 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2009).
			10.21**		Form of Employee Restricted Stock Agreement pursuant to the 2003 Incentive Stock Plan (previously filed as Exhibit 10.2 to Existing GGP's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 which was filed with the SEC on August 9, 2006).
			10.22**		Form of Non-Employee Director Restricted Stock Agreement pursuant to the 2003 Incentive Stock Plan (previously filed as Exhibit 10.40 to Existing GGP's Annual Report on Form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.23**		Form of Restricted Stock Agreement pursuant to the Existing GGP 2003 Incentive Stock Plan, as amended (previously filed as Exhibit 10.1 to Existing GGP's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 which was filed with the SEC on May 8, 2008).

		Exhibit Number			Description of Exhibits

			10.24**		Employment Agreement dated as of November 2, 2008 by and among Existing GGP, GGP Limited Partnership and Adam S. Metz (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).
			10.25**		Employment Agreement dated as of November 2, 2008 by and among Existing GGP, GGP Limited Partnership and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.2 to Existing GGP's Current Report on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).
			10.26**		Amendment to Employment Agreement, dated as of March 6, 2009 by and among the Company, GGP Limited Partnership and Adam S. Metz (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K dated March 6, 2009 which was filed with the SEC on March 10, 2009).
			10.27**		Amendment to Employment Agreement, dated as of March 6, 2009 by and among the Company, GGP Limited Partnership and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K dated March 6, 2009 which was filed with the SEC on March 10, 2009).
			10.28**		Non-Qualified Stock Option Agreement dated as of November 3, 2008 by and between Existing GGP and Adam S. Metz (previously filed as Exhibit 10.3 to Existing GGP's Current Report on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).
			10.29**		Non-Qualified Option Agreement dated as of November 3, 2008 by and between Existing GGP and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.4 to Existing GGP's Current Report on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).
			10.30**		Existing GGP Key Employee Incentive Plan dated October 2, 2009 and effective October 15, 2009 (previously filed as Exhibit 10.47 to Existing GGP's Annual Report on Form 10-K for the year ended December 31, 2009 which was filed with the SEC on March 1, 2010).
			10.31**		Existing GGP Cash Value Added Incentive Compensation plan dated June 9, 1999 (previously filed as Exhibit 10.51 to Existing GGP's Annual Report on form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.32**		Amendment to Existing GGP Cash Value Added Incentive Compensation plan, effective January 1, 2007 (previously filed as Exhibit 10.52 to Existing GGP's Annual Report on form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.33**		2009 and 2010 Subplan to Existing GGP Cash Value Added Incentive Compensation plan (previously filed as Exhibit 10.53 to Existing GGP's Annual Report on form 10-K/A for the year ended December 31, 2009 which was filed with the SEC on April 30, 2010).
			10.34**		Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, between REP Investments LLC, an affiliate of Brookfield Asset Management Inc. and Existing GGP (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K dated August 2, 2010 which was filed with the SEC on August 3, 2010).
			10.35**		Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, between The Fairholme Fund, Fairholme Focused Income Fund and Existing GGP (previously filed as Exhibit 10.3 to Existing GGP's Current Report on Form 8-K dated August 2, 2010 which was filed with the SEC on August 3, 2010).

		Exhibit Number			Description of Exhibits

			10.36**		Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, between Pershing Square Capital Management, L.P. on behalf of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing Square International V, Ltd. and Existing GGP (previously filed as Exhibit 10.2 to Existing GGP's Current Report on Form 8-K dated August 2, 2010 which was filed with the SEC on August 3, 2010).
			10.37*		Escrow Agreement, dated as of , 2010, among New GGP, Inc., and .
			10.38**		Warrant and Registration Rights Agreement, dated as of May 10, 2010, between Existing GGP and Mellon Investor Services LLC (previously filed as Exhibit 10.4 to Existing GGP's Current Report on Form 8-K dated May 7, 2010 which was filed with the SEC on May 13, 2010.
			10.39**		Stock Purchase Agreement, dated as of July 8, 2010, between Teacher Retirement System of Texas and General Growth Properties, Inc. (previously filed as Exhibit 10.1 to Existing GGP's Current Report on Form 8-K which was filed with the SEC on July 13, 2010).
			10.40*		Form of indemnification agreement for directors and executive officers.
			11.1		Statement regarding computation of per share earnings (incorporated by reference to the Notes to the Selected Historical Consolidated Financial Statements included in Part I of this Registration Statement).
			12.1		Statement regarding computation of ratio of earnings to fixed charges (incorporated by reference to the Notes to the Selected Historical Consolidated Financial Statements included in Part I of this Registration Statement).
			21.1*		List of Subsidiaries of New GGP, Inc.
			23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to Existing GGP.
			23.2		Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm, relating to New GGP, Inc.
			23.3		Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP/Homart II, L.L.C.
			23.4		Consent of KPMG LLP, Independent Registered Accounting Firm, relating to GGP-TRS L.L.C.
			23.5*		Consent of Weil, Gotshal & Manages LLP (included in the opinions filed as Exhibits 5.1 and 8.1 hereto).
			23.6*		Consent of Arnold & Porter LLP (included in the opinion filed as Exhibit 8.2 hereto).
			24.1		Power of Attorney of (included on signature page).
			25.1*		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of , the trustee under the indenture.
			99.1**		Consent of Ric Clark.
			99.2**		Consent of Bruce Flatt.
			99.3**		Consent of Cyrus Madon.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý		Smaller reporting company o

Name of Additional Registrant	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number

General Growth Properties, Inc.	Delaware	42-1283895

	Per Note	Total



Public offering price	%	$

Underwriting discounts and commissions(1)	%	$

Proceeds, before expenses, to New GGP	%	$

			Mall and Freestanding GLA(1) (millions of square feet)		Year Ended December 31, 2009

Category	Number of Properties		Mall and Freestanding GLA(1) (millions of square feet)		Average Annual Tenant Sales per Square Foot(2) ($)		Mall and Other Rental NOI(3) ($ millions)		Occupancy(4) (%)
Tier I Malls		47		20.5		581		999.7		95.3
Tier II Malls		57		20.9		367		712.7		93.4
Other Malls		68		20.9		294		448.8		87.4
Special Consideration Properties		13		3.3		267		63.4		85.8

Total Regional Malls		185		65.6		410		2,224.6		91.7

Other Rental Properties		64		8.2		N/A		110.3		86.7

Total		249		73.8		410		2,334.9		91.3

	Stock Price

Quarter Ended	High		Low
2010
June 30	$	16.84	$	13.16
March 31		17.28		8.58
2009
December 31	$	13.24	$	3.57
September 30		4.95		1.33
June 30		3.05		0.48
March 31		2.26		0.32
2008
December 31	$	15.00	$	0.24
September 30		35.17		13.37
June 30		44.23		34.75
March 31		42.31		30.20


Matthew D. Bloch, Esq. Heather L. Emmel, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York (212) 310-8000 (Phone) (212) 310-8007 (Fax)		Michael J. Zeidel, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York (212) 735-3000 (Phone) (212) 735-2000 (Fax)

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)



Mandatorily Exchangeable Notes due 2011	$2,250,000,000	—	$2,250,000,000	$160,425(4)

Common Stock, no par value per share	—	—	—	—

Guarantee of Mandatorily Exchangeable Notes due 2011	—	—	—	—

		Page

EXPLANATORY NOTE			ii
PROSPECTUS SUMMARY			1
RISK FACTORS			22
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			41
PLAN OF REORGANIZATION			43
USE OF PROCEEDS			63
PUBLIC MARKET FOR OUR COMMON STOCK			64
DIVIDEND POLICY			65
CAPITALIZATION			66
DILUTION			68
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			70
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION			73
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			90
INDUSTRY AND MARKET DATA			121
BUSINESS			126
MANAGEMENT			157
EXECUTIVE COMPENSATION			162
SECURITY OWNERSHIP			176
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			178
DESCRIPTION OF OTHER INDEBTEDNESS			180
DESCRIPTION OF NOTES			186
DESCRIPTION OF COMMON STOCK			197
UNDERWRITING			202
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			208
LEGAL MATTERS			228
EXPERTS			228
WHERE YOU CAN FIND ADDITIONAL INFORMATION			229
INDEX TO FINANCIAL STATEMENTS			F-1

	Historical

			As of December 31,
	As of June 30, 2010		As of December 31,				Pro Forma As of June 30, 2010
	As of June 30, 2010		2009		2008		Pro Forma As of June 30, 2010
	(In thousands)
Balance Sheet data:
Cash and cash equivalents	$	548,265	$	654,396	$	168,993	$	638,344
Total assets		27,837,383		28,149,774		29,557,330		31,805,052
Mortgages, notes and loans payable		23,920,006		24,456,017		24,756,577		18,575,204
Total liabilities		26,796,261		27,095,602		27,196,998		21,400,488
Total stockholders' equity of Existing GGP		798,601		822,963		1,836,141		10,210,015

Declaration Date	Record Date	Payment Date	Amount

2009
December 18	December 18	January 28, 2010(1)	$	0.19
2008
July 7	July 17	July 31		0.50
April 14	April 16	April 30		0.50
January 7	January 17	January 31		0.50


Assumed public offering price per share		$
Pro forma net tangible book value per share as of June 30, 2010	$
Increase in pro forma net tangible book value per share attributable to the sale of notes in this offering

Pro forma as adjusted net tangible book value per share after this offering

Dilution per share to new investors		$

	Shares Purchased					Total Consideration

	Shares Purchased					Total Consideration				Average Price Per Share
	Number		Percent			Amount	Percent			Average Price Per Share
Existing GGP stockholders		317,392,890									N/A	(1)
Plan Sponsors and Teachers					%	$			%	$
New investors

Total				100	%			100	%

(dollars in thousands)

Sources of Funds:
Brookfield Equity Investment		$	2,500,000
Fairholme Equity Investment			1,356,500	(a)
Pershing Equity Investment			543,500	(a)
Texas Teachers Equity Investment			250,000	(a)
Mandatorily Exchangeable Notes offered by this prospectus			2,250,000	(b)
Cash on hand			548,000	(c)

	Total sources of funds	$	7,448,000

(dollars in thousands)

Uses of Funds:
Payments related to creditor and loan restructuring
	2006 credit facility claims		$	2,682,000
	Rouse noteholder claims			1,142,000	(d)
	GGPLP Exchangeable note claims			1,658,000	(d)
	DIP loan claims			420,000
	Other secured and unsecured claims			257,000
	Loan payments and other escrows related to restructuring			189,000
	Spinco set up costs			15,000
	Transaction fees and expenses			445,000

		Total uses of funds		6,808,000

Net funds available as a result of the Plan			$	640,000

	2010		2011		2012		2013		2014		Subsequent / Other(6)		Total

	(In thousands)
Long-term debt-principal(1)	$	1,114,925	$	191,366	$	1,006,706	$	481,140	$	1,626,788	$	3,194,262	$	7,615,187
Interest payments(2)		377,137		362,951		335,668		290,183		211,221		246,762		1,823,922
Retained debt-principal		119,694		775		37,742		—		—		—		158,211
Ground lease payments(3)		9,181		8,999		8,970		9,015		9,078		344,405		389,648
Purchase obligations(4)		150,746		—		—		—		—		—		150,746
Uncertainty in income taxes, including interest		—		—		—		—		—		129,413		129,413
Other long-term liabilities(5)		—		—		—		—		—		—		—

Total	$	1,771,683	$	564,091	$	1,389,086	$	780,338	$	1,847,087	$	3,914,842	$	10,267,127

	2010		2011		2012		2013		2014		Subsequent / Other		Total

	(In thousands)
Long-term debt-principal	$	231,012	$	376,081	$	1,546,612	$	2,022,957	$	2,984,403	$	11,948,187	$	19,109,252
Interest payments		233,363		944,994		923,048		823,676		674,778		1,477,331		5,077,190
Retained debt-principal		117,651		775		37,742		—		—		—		156,168
Ground lease payments		1,595		6,199		6,162		6,191		6,254		238,484		264,884
Purchase obligations		19,568		—		—		—		—		—		19,568
Uncertainty in income taxes, including interest		—		—		—		—		—		65,617		65,617

Total	$	603,189	$	1,328,049	$	2,513,564	$	2,852,824	$	3,665,435	$	13,729,619	$	24,692,679

					Year Ended December 31, 2009

Category	Number of Properties		Mall and Freestanding GLA(1) (millions of square feet)		Average Annual Tenant Sales per Square Foot(2) ($)		Mall and Other Rental NOI(3) ($ millions)		Occupancy(4) (%)
Tier I Malls		47		20.5		581		999.7		95.3
Tier II Malls		57		20.9		367		712.7		93.4
Other Malls		68		20.9		294		448.8		87.4
Special Consideration Properties		13		3.3		267		63.4		85.8

Total Regional Malls		185		65.6		410		2,224.6		91.7

Other Rental Properties		64		8.2		N/A		110.3		86.7

Total		249		73.8		410		2,334.9		91.3

		Tier I Malls			Tier II Malls			Other Malls			Special Consideration Properties

Occupancy Rate(a)
	2005		94.65	%		92.75	%		90.00	%		86.86	%	87.40	%
	2006		95.81	%		94.13	%		91.33	%		90.05	%	89.24	%
	2007		95.72	%		94.79	%		91.40	%		90.09	%	91.37	%
	2008		95.43	%		93.88	%		90.01	%		87.88	%	88.92	%
	2009		95.34	%		93.44	%		87.36	%		85.80	%	86.73	%
Average Effective Annual Rental Rate per Square Foot(b)
	2005	$	47.09		$	31.06		$	26.32		$	23.16		N/A
	2006	$	48.96		$	32.12		$	26.68		$	23.84		N/A
	2007	$	65.32		$	42.96		$	35.64		$	30.87		N/A
	2008	$	68.49		$	44.04		$	35.79		$	30.56		N/A
	2009	$	69.61		$	44.20		$	34.58		$	29.99		N/A

Name	Age	Director Since	Position

Adam Metz	49	2010	Director, Chief Executive Officer
Thomas Nolan, Jr.	53	2010	Director, Chief Operating Officer and President
Ric Clark	52	—	Director Nominee
Bruce Flatt	45	—	Director Nominee
Cyrus Madon	45	—	Director Nominee
			Director Nominee
			Director Nominee
			Director Nominee
			Director Nominee

Name	Age	Position

Adam Metz	49	Chief Executive Officer
Steven Douglas	43	Executive Vice President and Chief Financial Officer
Thomas Nolan, Jr.	53	President & Chief Operating Officer
Joel Bayer	46	Senior Vice President, Chief Investment Officer
Ronald Gern	51	Senior Vice President, General Counsel and Secretary
Catherine Hollowell	49	Senior Vice President, Human Resources
Edmund Hoyt	58	Senior Vice President & Chief Accounting Officer
Michael McNaughton	43	Executive Vice President, Asset Management
Robert Michaels	66	Vice Chairman
Hugh Zwieg	50	Executive Vice President, Finance


*Annual fee paid to:*
All non-employee Directors, except Chairman		$50,000
Non-employee Chairman of the Board of Directors		$225,000
Audit Committee Chair		$25,000
Compensation Committee Chair		$15,000
Nominating & Corporate Governance Committee Chair		$10,000
Other Committee Chairs		$20,000 maximum(1)
Lead Director		$20,000
*Fee for each meeting attended:*
Board meetings attended in person		$1,500
Board meetings attended telephonically		$1,000
Audit Committee meetings		$1,500
Other Committee meetings attended in person		$1,500
Other Committee meetings, other than Audit Committee, attended telephonically		$1,000

	Modified CVA Plan Payouts

	Performance Level (EBITDA)	Payout Percentage of CVA Target Opportunity
Maximum	109% and above	200% of Target
Target	100%	100% of Target
Low Performance	92%	11.1% of Target
Threshold	91% or below	No Payout

Executive	CVA Award Based upon 2009 EBITDA Performance Level		Modified Award Based upon CEO/COO Adjustment

Hoyt	$	383,613	$	300,000
Bayer	$	486,270	$	475,000
Michaels	$	324,180	$	300,000

Executive

Metz	225	%
Nolan	200	%
Hoyt*	99.35	%
Bayer	125	%
Michaels	40	%

	KEIP Payouts

	Percentage of Plan Recovery Value & Market Recovery Value	Payout Percentage of KEIP Target Opportunity
Threshold	45% or below	No Payout
Low Performance	46%	5% of Target
Objective 1	65%	Target
Objective 2	85%	2 times Target
Objective 3	95%	3 times Target
Objective 4	105%	4 times Target
Uncapped

Effective Date		Pool

June 30, 2010 or earlier		$10 million
July 1, 2010 to September 30, 2010		$5 million
October 1, 2010 or later		$0

	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards

Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)
Adam Metz		7/28/2009	(1)	$	168,750	$	3,375,000	uncapped
Edmund Hoyt		7/28/2009	(2)	$	39,405	$	355,000	$710,000
		7/28/2009	(1)	$	26,576	$	531,523	uncapped
Joel Bayer		7/28/2009	(2)	$	49,950	$	450,000	$900,000
		7/28/2009	(1)	$	37,500	$	750,000	uncapped
Robert Michaels		7/28/2009	(2)	$	33,300	$	300,000	$600,000
		7/28/2009	(1)	$	24,000	$	480,000	uncapped
Thomas Nolan, Jr.		7/28/2009	(1)	$	125,000	$	2,500,000	uncapped

	Stock Awards

Name	Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(1)
Adam Metz		1,000	(2)	$	1,045
Edmund Hoyt		1,057		$	447
Joel Bayer		1,142		$	490
Robert Michaels		892		$	455
Thomas Nolan, Jr.		1,000	(2)	$	1,045

Plan Category		(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Equity compensation plans approved by security holders(1)	4,407,025	$	53.82	4,309,195	(2)
Equity compensation plans not approved by security holders(3)	1,800,000	$	3.73	n/a
	6,207,025	$	39.29	4,309,195


New GGP, Inc.
Audited Financial Statement
Opening Balance Sheet as of July 2, 2010 (capitalization)		F-3
General Growth Properties, Inc.
Audited Financial Statements
Reports of Independent Public Accounting Firms		F-5
Consolidated Balance Sheets as of December 31, 2009 and 2008		F-9
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2009, 2008 and 2007		F-10
Consolidated Statements of Equity for the years ended December 31, 2009, 2008 and 2007		F-11
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		F-13
Notes to Consolidated Financial Statements		F-15
Report of Independent Registered Public Accounting Firm		F-87
Schedule III—Real Estate and Accumulated Depreciation		F-88
Consolidated Financial Statements
Unaudited Interim Financial Statements
Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009		F-94
Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2010 and 2009		F-95
Consolidated Statements of Equity for the three and six months ended June 30, 2010 and 2009		F-96
Consolidated Statements of Cash Flows for the three and six months ended June 30, 2010 and 2009		F-97
Notes to Unaudited Consolidated Financial Statements		F-99


ASSETS
Cash	$	1,000

STOCKHOLDER'S EQUITY
Common stock (no par value, 1,000 shares authorized, 100 issued and outstanding)	$	1,000


98	%	GGP, as sole general partner
1		Limited partners that indirectly include family members of the original stockholders of the Company. Represented by common units of limited partnership interest (the "Common Units")
1		Limited partners that include subsequent contributors of properties to the Operating Partnership which are also represented by Common Units.

100	%

	December 31, 2009			December 31, 2008

	(In thousands)
Balance Sheet:
Principal amount of liability	$	1,550,000		$	1,550,000
Unamortized discount		(69,348	)		(96,736	)

Carrying amount of liability component	$	1,480,652		$	1,453,264

Carrying amount of equity component	$	139,882		$	139,882

	As Previously Reported December 31, 2008		Impact of Retrospective Application			Current Presentation December 31, 2008

	(In thousands)
Balance Sheet
Mortgages, notes and loans payable	$	24,853,313	$	(96,736	)	$	24,756,577

	As Previously Reported December 31, 2008			Impact of Retrospective Application			Current Presentation December 31, 2008

	(Dollars in thousands)
Income Statement
Interest expense	$	(1,299,496	)	$	(25,777	)	$	(1,325,273	)
Allocation to noncontrolling interests		(18,189	)*		4,236			(13,953	)
Net income attributable to common stockholders		26,260			(21,541	)		4,719
Basic and Diluted Earnings Per Share	$	0.10		$	(0.08	)	$	0.02