8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

Date of Report (Date of Earliest Event Reported) August 10, 2009

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11656	42-1283895
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

110 N. Wacker Drive, Chicago, Illinois 60606

(Address of principal executive offices) (Zip Code)

(312) 960-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE.

As previously reported, commencing on April 16, 2009, General Growth Properties, Inc. (the “Company”) and certain of the Company’s domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) in the United Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

On August 10, 2009, the Debtors filed their monthly operating report for the month ended June 30, 2009 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibit hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

The Monthly Operating Report is available electronically on the internet website of Debtors’ notice and claims agent at www.kccllc.net/generalgrowth.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information with respect to the Debtors in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee, Region 2, and the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations, and is subject to future adjustment and reconciliation. A significant number of legal entities owned and controlled by GGP, and the related assets, liabilities and operating results of such entities, have been excluded from this Monthly Operating Report as such entities are operating outside of the provisions of Chapter 11. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act.

Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This current report on Form 8-K and exhibit hereto contain forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, the impact of the Debtors’ bankruptcy filings, the Company’s ability to refinance, extend or repay its near and intermediate term debt, the Company’s substantial level of indebtedness and interest rates, retail and credit market conditions, impairments, land sales in the Master Planned Communities segment, the cost and success of development and re-development projects and the Company’s ability to successfully manage its strategic and financial review and its liquidity demands. Readers are referred to the documents filed by the Company with the Securities and Exchange Commission, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this current report on Form 8-K and the exhibit hereto. The Company disclaims any obligations to update any forward-looking statements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.	Description
99.1	Monthly Operating Report for the month ended June 30, 2009, filed with the United States Bankruptcy Court for the Southern District of New York.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENERAL GROWTH PROPERTIES, INC.
By:	/s/ Edmund Hoyt
	Edmund Hoyt
	Chief Financial Officer

Date: August 10, 2009

EXHIBIT INDEX

Exhibit Number	Name
99.1	Monthly Operating Report for the month ended June 30, 2009, filed with the United States Bankruptcy Court for the Southern District of New York.

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
CASE NO. 09-11977 (Jointly Administered)
Reporting Period: June 2009
Federal Tax I.D. # 42-1283895
CORPORATE MONTHLY OPERATING REPORT
FOR FILING ENTITIES ONLY

I declare under penalties of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

	GENERAL GROWTH PROPERTIES, INC.
Date: August 10, 2009	by:	/s/ Edmund Hoyt
		Edmund Hoyt
		Chief Financial Officer

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

	PAGE
	NUMBER
Debtors Monthly Operating Report as of and for the Month Ended June 30, 2009
Index
Combined Condensed Statements of Income and Comprehensive Income for the Month Ended June 30, 2009 and Cumulative Post-Petition Period Ended June 30, 2009		3
Combined Condensed Balance Sheet		4
Notes to Unaudited Combined Condensed Financial Statements		5
Note 1: Chapter 11 Cases and Proceedings		5
Note 2: Basis of Presentation		6
Note 3: Summary of Significant Accounting Policies		7
Note 4: Cash and Cash Equivalents and Amounts Applicable to Debtor First-Lien Holders		7
Note 5: Certain Other Assets and Liabilities and Liabilities Subject to Compromise		8
Note 6: DIP Facility		9
Note 7: Rejected Contracts and Related Matters		10
Note 8: General and Administrative Expenses and Reorganization Items		10
Schedules:
Schedule I Schedule of Combining Condensed Statement of Income and Comprehensive Income for the Month ended June 30, 2009		12
Schedule II Schedule of Combining Condensed Balance Sheet as of June 30, 2009		13
Schedule III Schedule of Payroll and Payroll Taxes		14
Schedule IV Schedule of Federal, State and Local Taxes		14
Schedule V Schedule of Total Disbursements by Debtor		18
Schedule VI Schedule of Debtors’ Operating Property Aged Tenant Accounts Receivable		25
Schedule VII Status of Mortgages Payable For Debtors		26
Schedule VIII Retained Professionals Detail		29
Schedule IX Debtors Questionnaire		30
Annex A            List of Debtors and Operating Properties		31

2

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

COMBINED CONDENSED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)

	Month Ended			Cumulative Post-Petition
	June 30, 2009			Period Ended June 30, 2009
	(In thousands, except for
	per share amounts)
Revenues:
Minimum rents	$	138,175		$	347,936
Tenant recoveries		59,009			156,351
Overage rents		1,697			4,567
Land sales		616			1,169
Other		5,928			14,500
Total revenues		205,425			524,523
Expenses:
Real estate taxes		17,299			48,069
Repairs and maintenance		14,027			34,594
Marketing		2,067			5,122
Ground and other rents		2,036			3,204
Other property operating costs		26,130			66,316
Land sales operations		1,369			3,046
Provision for doubtful accounts		6,774			7,733
Property management and other costs		4,873			16,241
General and administrative		23,080			26,194
Provisions for impairment		79,844			79,863
Depreciation and amortization		51,560			129,984
Total expenses		229,059			420,366
Operating (loss) income		(23,634	)		104,157
Interest (expense) income, net		(91,237	)		(237,503	)
Loss before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(114,871	)		(133,346	)
Benefit from (provision for) income taxes		2,999			(1,445	)
Equity in income of Real Estate Affiliates		10,045			22,464
Reorganization items		(14,265	)		(33,726	)
Loss from continuing operations		(116,092	)		(146,053	)
Discontinued operations — gains on dispositions		1			1
Net loss		(116,091	)		(146,052	)
Allocation to noncontrolling interests		1,591			153
Net loss attributable to common stockholders	$	(114,500	)	$	(145,899	)
Basic and Diluted Loss Per Share:	$	(0.37	)	$	(0.47	)
Dividends declared per share		—			—
Comprehensive Loss, Net:
Net loss	$	(114,500	)	$	(145,899	)
Other comprehensive income:
Net unrealized gain on financial instruments		6,558			5,390
Accrued pension adjustment		(2,083	)		218
Foreign currency translation		2,293			27,331
Unrealized losses on available-for-sale securities		23			87
Other comprehensive income		6,791			33,026
Comprehensive loss attributable to common stockholders	$	(107,709	)	$	(112,873	)

The accompanying notes are an integral part of these combined condensed financial statements.

3

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

COMBINED CONDENSED BALANCE SHEET
(UNAUDITED)

	June 30, 2009
	(Dollars in thousands)
Assets:
Investment in real estate:
Land	$	2,946,198
Buildings and equipment		19,487,404
Less accumulated depreciation		(3,878,801	)
Developments in progress		887,607
Net property and equipment		19,442,408
Investment in and loans to/from Unconsolidated Real Estate Affiliates		387,059
Investment property and property held for development and sale		1,102,639
Investment in controlled non-debtor entities		3,887,074
Net investment in real estate		24,819,180
Cash and cash equivalents		501,304
Accounts and notes receivable, net		327,160
Goodwill		211,540
Deferred expenses, net		257,821
Prepaid expenses and other assets		563,145
Total assets	$	26,680,150
Liabilities and Equity:
Mortgages, notes and loans payable	$	400,000
Investment in and loans to/from Unconsolidated Real Estate Affiliates		32,282
Deferred tax liabilities		892,277
Accounts payable and accrued expenses		808,959
Liabilities not subject to compromise		2,133,518
Liabilities subject to compromise		22,393,495
Total liabilities		24,527,013
Redeemable noncontrolling interests:
Preferred		120,756
Common		38,170
Total redeemable noncontrolling interests		158,926
Commitments and Contingencies		—
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, 313,804,357 shares issued as of June 30, 2009		3,138
Additional paid-in capital		3,792,212
Retained earnings (accumulated deficit)		(1,706,160	)
Accumulated other comprehensive loss		(31,796	)
Less common stock in treasury, at cost, 1,449,939 shares as of June 30, 2009		(76,752	)
Total stockholder’s equity		1,980,642
Noncontrolling interests in consolidated real estate affiliates		13,569
Total equity		1,994,211
Total liabilities and equity	$	26,680,150

The accompanying notes are an integral part of these combined condensed financial statements.

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GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

NOTE 1 Chapter 11 Cases and Proceedings

As previously disclosed pursuant to the Monthly Operating Report filed on June 15, 2009, for the period ended April 30, 2009 (the “April MOR”), on April 16, 2009 (“the Commencement Date”), General Growth Properties, Inc. (the “Company”), GGP Limited Partnership (“GGPLP”) and certain of the Company’s domestic subsidiaries (collectively, the “April 16 Debtors”) each filed voluntary petitions for relief pursuant to Chapter 11 (“Chapter 11”) of Title 11 of the United States Bankruptcy Code. On April 23, an additional 28 of the Company’s domestic subsidiaries (the “April 22 Debtors”) also filed voluntary petitions for Chapter 11 relief. The 388 Debtors’ cases (collectively, the “Chapter 11 Cases”) are pending in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) and are jointly administered. The April 16 Debtors and April 22 Debtors (collectively, the “Debtors”) own and operate approximately 166 regional shopping centers. A list of the Debtors and the properties affected by these Chapter 11 Cases (each an “Operating Property” and, collectively, the “Operating Properties”) is included as Annex A to the Previously Filed MORS (as defined below). As many of the parties affected by, or interested in, the Chapter 11 Cases identify a Debtor by the Operating Property that it owns and/or manages, rather than by such Debtor’s legal name, where appropriate, the Company has reported information either on a by Debtor or on an Operating Property basis. For information regarding the Chapter 11 Cases preceding the filing of this monthly operating report, please see Note 1 of the April MOR and Note 1 of the Monthly Operating Report Filed on June 30, 2009 for the month ended May 31, 2009 (the “May MOR” and, with the April MOR, the “Previously Filed MORS”).

As discussed in the Previously Filed MORs, since the Commencement Date, the Debtors have focused on stabilizing their business and maintaining profitability during the Chapter 11 Cases by, among other things, continuing to (i) honor certain prepetition obligations to tenants and other critical vendors, (ii) use their centralized cash management system, and (iii) conduct certain ordinary course transactions. In addition, during the reporting period, the Debtors received approval from the Bankruptcy Court to, among other things: (i) conduct certain ordinary course sales without further notice or order from the Bankruptcy Court; (ii) retain their ordinary course (non-restructuring) professionals during the pendency of the Chapter 11 Cases (iii) establish procedures for the settlement of certain prepetition mechanics’ lien claims; and; (iv) establish certain procedures with respect to, and be granted limited authority to, settle personal injury claims, tenant rent collection matters, and certain de minimis customer accommodations.

In July 2009, the Bankruptcy Court granted, among other things, the Debtors’ request for (i) an extension of time, through and including November 12, 2009, to assume or reject any unexpired leases where a Debtor is a lessee, (ii) an extension of the Debtors’ exclusive periods for the filing of a Chapter 11 plan of reorganization and solicitation thereof through February 26, 2010 and April 23, 2010, respectively, and (iii) an additional extension of time, through and including August 31, 2009, to file their Schedules of Assets and Liabilities, Schedules of Executory Contracts and Unexpired Leases, and Statements of Financial Affairs.

As disclosed in the Previously Filed MORs, certain parties have filed motions to dismiss certain of the Debtors from the Chapter 11 Cases. The Debtors, by and through their counsel, are contesting these motions. The hearings on these motions concluded on June 24, 2009, and the parties are awaiting a ruling from the Bankruptcy Court.

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GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

NOTE 2 Basis of Presentation

The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements for Chapter 11 debtors as required by the Office of the United States Trustee (the “U.S. Trustee”) and the Bankruptcy Court. As a result, only relevant financial information for the Debtors has been included in the information presented in the Monthly Operating Report. Accordingly, a significant number of legal entities owned and controlled by GGP, and the related assets, liabilities and operating results of such entities, have been excluded from this Monthly Operating Report as such entities are operating outside of the provisions of Chapter 11. The Debtors’ ownership interest in such excluded entities (the “Non-Debtors”) has been reflected as investment in controlled Non-Debtors at the Debtors’ ownership share (typically 100%). In addition, the applicable earnings/loss of such controlled Non-Debtor entities, along with the Debtors’ share of the applicable income/loss of Unconsolidated Real Estate Affiliates, has been included in the equity in income of Real Estate Affiliates. Further, in the Combined Condensed Statement of Income and Comprehensive Income, the operations for the Debtors are presented from each of their respective commencement dates forward. As a result, the unaudited financial statements contained in this Monthly Operating Report are not consistent with any of the Company’s financial statement filings submitted to the United States Securities and Exchange Commission (the “SEC”) for this or any previous or future period.

The accompanying combined 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 of the debtors in the normal course of business. In particular, as each of the Debtors is currently operating as a debtor-in-possession under the provisions of Chapter 11, these combined condensed financial statements have been prepared in accordance with AICPA Statement of Position 90-7 (“SOP 90-7”), “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code”, as amended. Accordingly, the Debtors’ combined financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should they be unable to continue as a going concern. However, in accordance with SOP 90-7, all prepetition liabilities subject to compromise (“LSTC” — see Note 5) have been segregated from liabilities not subject to compromise in the combined balance sheet and have been classified as LSTC, at the estimated amount of allowed claims. Interest expense related to prepetition LSTC has been reported only to the extent that it is estimated to be paid during the pendency of the Chapter 11 Cases, is permitted by the Bankruptcy Court, or is expected to be an allowed claim and may be paid or settled for less than the amount reported. In addition, to the extent any interest expense is unpaid, such accrued amounts may be paid or settled, in full or partially, in the form of equity and/or cash or any combination thereof. Expenses, provisions for losses resulting from the reorganization and certain other items directly related to the Chapter 11 Cases are reported separately in our combined condensed statement of operations as reorganization items (Note 8).

The unaudited financial statements for the Debtors contained in this Monthly Operating Report have been derived from the books and records of the Company. All significant intercompany balances and transactions between the Debtors have been eliminated. All intercompany balances with Non-Debtors are non-interest bearing, unsecured, payable on demand and have been reflected as a component of equity. Although the June 30, 2009 information contained in this Monthly Operating Report has been prepared in conjunction with procedures performed to prepare the Company’s second quarter financial information in accordance with GAAP and the rules and regulations of the SEC, such information is unaudited and the financial information contained in this monthly operating report could be subject to changes and such changes could be material. In addition, with respect to the presentation of cumulative postpetition period activity, only normal recurring adjustments were made for the routine monthly closing of the Debtors’ books in April and May of 2009 and certain reclassifications, eliminations, accruals, valuations, reserve adjustments and disclosure items have not been prepared for the purposes of the such cumulative information. As a result of procedures performed in conjunction with the quarter-end June 30, 2009 closing of the Debtors’ books, certain adjustments to the cumulative May 2009 postpetition operations have been reflected within the reported June operations. In addition, with respect to the June 30, 2009 balance sheet information, such quarter-end closing procedures yielded an approximate $1.4 billion elimination adjustment to the investment in controlled non-debtor entities with a related adjustment in net Debtors equity (including reclassifications in paid-in-capital and retained deficit) as compared to comparable amounts presented in the Previously Filed MORS.

6

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

Accordingly, the financial information contained in this monthly operating report for the Debtors as of and for the periods ended June 30, 2009 does not purport to show the results of operations or the statement of position of the Debtors in accordance with GAAP. Therefore, there can be no assurance that the financial information contained in this Monthly Operating Report for the Debtors is complete and readers are strongly cautioned not to place undue reliance upon this or any previously submitted Monthly Operating Report.

Readers of this Monthly Operating Report should refer to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2008, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Annual Report”) and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 (the “2009 Interim Report”), as certain footnote disclosures that would substantially duplicate those contained in our Annual Report and such 2009 Interim Report have been omitted from this Monthly Operating Report. Capitalized terms used, but not defined, in this Monthly Operating Report have the same meaning as set forth in our Annual Report or in the 2009 Interim Report.

NOTE 3 Summary of Significant Accounting Policies

See Note 2 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in our Annual Report and Note 1 “Organization” in the Notes to Consolidated Financial Statements included in our 2009 Interim Report for a summary of the accounting policies that we consider to be significant.

NOTE 4 Cash and Cash Equivalents and Amounts Applicable to Debtor First-Lien Holders

In general, each of the Operating Properties collects cash receipts in a property-specific lockbox and such receipts are transferred daily to a centralized GGPLP cash management account from which cash disbursements are funded. Accordingly, none of the Debtors that directly or indirectly own specific Operating Properties disburse funds to outside parties; all such disbursements are made by GGPLP on behalf of such Debtors. Therefore, at any and all points in time, GGPLP maintains, for each Debtor, an individual net balance of all such cash transfers and disbursements made that pertain to such Debtor. This inter-company account between GGPLP and the respective Debtor is reconciled monthly. As described in Note 1, the Bankruptcy Court has approved the continuation of this centralized cash management system. Mortgage lenders to the Operating Properties were granted a lien on the centralized GGPLP cash management account. In addition, the Debtors agreed to maintain a cash reserve in such account equal to the net cash transferred from the Operating Properties subject to liens since the Commencement Date.

The following table reflects the cumulative aggregate intercompany balance for the amounts in the GGPLP cash account as of the reported date, and updates the disclosures contained in Note 4 of the Previously Filed MORS.

Cumulative Intercompany Balance for
Encumbered Properties
(In Millions)
April 30, 2009	$	27.7
May 31, 2009		91.4
June 30, 2009		195.0

Bank Balance held in the Combined GGPLP
Cash Accoumt
(In Millions)
June 12, 2009	$	237.1
June 26, 2009		254.5
August 5, 2009		288.8

All bank accounts, both property specific and centralized, are reconciled monthly. Highly-liquid investments with maturities at dates of purchase of three months or less are classified as cash equivalents. As part of the adequate protection being provided to lenders of the Operating Properties, the Debtors will continue to provide reporting information to those lenders as required by their individual loan agreements. The Debtors have agreed to provide such information to the Office of the United States Trustee on a confidential basis upon reasonable request.

7

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

NOTE 5 Certain Other Assets and Liabilities and Liabilities Subject to Compromise

The following table summarizes the significant components of the Debtors’ prepaid expenses and other assets:

	June 30, 2009
	(In thousands)
Below-market ground leases	$	184,114
Receivables — finance leases and bonds		77,784
Real estate tax stabilization agreement		73,569
Prepaid expenses		63,631
Security and escrow deposits		52,374
Special Improvement District receivable		50,549
Above-market tenant leases		28,527
Deferred tax		17,924
Other		14,673
Total prepaid expenses and other assets	$	563,145

The components of the Debtors’ combined security and escrow deposits are summarized as follows:

	June 30, 2009
	(In thousands)
Utility and other security deposits	$	26,592
Operating funds — cash traps		14,228
Real Estate Tax Escrows		5,642
Collateralized letters of credit and other credit support		1,907
Construction/major maintenance reserves		1,598
Other		2,407
Total security and escrow deposits	$	52,374

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GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

The following table summarizes the significant components of the Debtors’ accounts payable and accrued expenses. Substantially all amounts included in the unpaid or accrued balances listed below that are considered LTSC are past due at June 30, 2009, as payment of any of such obligations are limited or precluded by the operation of Chapter 11 (see Schedule IX).

	June 30, 2009
	(In thousands)
Accounts payable and accrued expenses	$	305,379
Accrued interest		234,835
Construction payable		185,713
FIN 48 liability		133,025
Deferred gains/income		80,598
Accrued real estate taxes		76,928
Hughes participation payable		71,531
Below-market tenant leases		64,110
Accrued payroll and other employee liabilities		57,131
Unapplied cash receipts		38,952
Additional purchase price for The Palazzo		28,614
FIN 47 liability		20,278
Tenant and other deposits		18,446
Insurance reserve		15,489
Nouvelle at Natick deferred revenue		13,912
Above-market ground leases		13,672
Capital lease obligations		8,091
Derivative financial instruments		2,182
Accounts payable to affiliates		(43,202	)
Other		42,188
Total accounts payable and accrued expenses		1,367,872
Less: amounts not subject to compromise		(808,959	)
Total accounts payable and accrued expenses subject to compromise	$	558,913

The following table summarizes the amounts of LSTC at June 30, 2009:

	(In thousands)
Accounts payable and accrued expenses	$	558,913
Mortgages and secured notes		15,844,329
Unsecured notes		5,990,253
Total liabilities subject to compromise	$	22,393,495

NOTE 6 DIP Facility

Information regarding the DIP Facility is included in the Previously Filed MORS.

9

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

NOTE 7 Rejected Contracts and Related Matters

In addition to our mortgage and other debt, current liabilities and liens, the Debtors are subject to certain executory contracts. The Debtors, subject to the approval of the Bankruptcy Court, may assume or reject these contracts. Although the Debtors are considering the rejection of certain such contracts (except for our operating property tenant leases), none have been rejected as of June 30, 2009. Claims may result if an executory contract is rejected; however, no such potential claims have been recorded or reflected at this time. As discussed in Note 1, the Bankruptcy Court has granted the Debtors on extension of time, through and including November 12, 2009, to assume or reject any unexpired lease where a Debtor is a lessee.

NOTE 8 General and Administrative Expenses and Reorganization Items

General and Administrative expenses consist of the centralized costs of managing the portfolio of assets owned by the Company, which includes the Debtors. Significant subcategories of such overhead costs are listed in the following schedule:

			Cumulative Post-
	Month ended		Petition Period Ended
General and Administrative Expenses	June 30, 2009		June 30, 2009
	(In thousands)
Insider compensation	$	1,287	$	3,673
Professional fees*		21,105		21,397
Public Company expense		247		657
Travel and entertainment		37		47
Fees, insurance and other		404		420
Total general and administrative	$	23,080	$	26,194

* Routine operating professional fees only; professional fees related to bankruptcy are reported separately as a reorganization item.

10

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

Reorganization items under the bankruptcy filings are expense and income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases and are presented separately in the unaudited condensed combined statement of operations of the Debtors. 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. Reorganization items are as follows:

				Cumulative Post-
	Month ended			Petition Period Ended
Reorganization Items income (expense)	June 30, 2009			June 30, 2009
	(In thousands)
Gains on liabilities subject to compromise (1)	$	(2,379	)	$	(2,379	)
Interest income (2)		(5	)		(7	)
U.S. Trustee fees (3)		359			1,097
Restructuring costs (4)		10,899			26,207
Debtor In Possession deferred financing costs		5,391			8,808
Total reorganization items	$	14,265		$	33,726

(1)	This amount primarily includes repudiation, rejection or termination of contracts or guarantee of obligations. At June 30, 2009, such gains reflect agreements reached with certain critical vendors (as defined), which were ratified by the Bankruptcy Court and for which payments on an installment basis began in July, 2009.
(2)	Interest income primarily reflects amounts earned on cash accumulated as a result of the Chapter 11 cases.
(3)	Estimate of fees due for applicable reporting period remain subject to confirmation and review by the U.S. Trustee.
(4)	See Schedule VIII.

11

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE I
COMBINING CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)

	Month Ended June 30, 2009
							Combined
	Debtors			Eliminations			Debtors
	(In thousands, except for per share amounts)
Revenues:
Minimum rents	$	137,992		$	183		$	138,175
Tenant recoveries		59,007			2			59,009
Overage rents		1,697			—			1,697
Land sales		616			—			616
Other		5,667			261			5,928
Total revenues		204,979			446			205,425
Expenses:
Real estate taxes		17,299			—			17,299
Repairs and maintenance		14,027			—			14,027
Marketing		2,067			—			2,067
Ground and other rents		1,098			938			2,036
Other property operating costs		26,169			(39	)		26,130
Land sales operations		1,369			—			1,369
Provision for doubtful accounts		6,774			—			6,774
Property management and other costs		5,317			(444	)		4,873
General and administrative		23,088			(8	)		23,080
Provisions for impairment		79,844			—			79,844
Depreciation and amortization		51,537			23			51,560
Total expenses		228,589			470			229,059
Operating (loss) income		(23,610	)		(24	)		(23,634	)
Interest (expense) income, net		(91,429	)		192			(91,237	)
Net (loss) income before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items		(115,039	)		168			(114,871	)
Provision for income taxes		2,999			—			2,999
Equity in income of Real Estate Affiliates		(1,176	)		11,221			10,045
Reorganization items		(14,265	)		—			(14,265	)
Net (loss) income from continuing operations		(127,481	)		11,389			(116,092	)
Discontinued operations — gains on dispositions		—			1			1
Net (loss) income		(127,481	)		11,390			(116,091	)
Allocation to noncontrolling interests		(1,326	)		2,917			1,591
Net (loss) income attributable to common stockholders	$	(128,807	)	$	14,307		$	(114,500	)
Basic and Diluted Earnings Per Share:	$	(0.41	)	$	0.05		$	(0.37	)
Comprehensive Income, Net:
Net (loss) income	$	(128,807	)	$	14,307		$	(114,500	)
Other comprehensive income:
Net unrealized gains on financial instruments		5,978			580			6,558
Accrued pension adjustment		(2,133	)		50			(2,083	)
Foreign currency translation		2,184			109			2,293
Unrealized losses on available-for-sale securities		13			10			23
Other comprehensive income		6,042			749			6,791
Comprehensive loss attributable to common stockholders	$	(122,765	)	$	15,056		$	(107,709	)

The accompanying notes are an integral part of these combined financial statements.

12

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE II
COMBINING CONDENSED BALANCE SHEET
(UNAUDITED)

	Month Ended June 30, 2009
							Combined
	Debtors			Eliminations			Debtors
	(In thousands)
Assets:
Investment in real estate:
Land	$	2,946,198		$	—		$	2,946,198
Buildings and equipment		19,489,677			(2,273	)		19,487,404
Less accumulated depreciation		(3,878,801	)		—			(3,878,801	)
Developments in progress		887,858			(251	)		887,607
Net property and equipment		19,444,932			(2,524	)		19,442,408
Investment in and loans to/from Unconsolidated Real Estate Affiliates		607,176			(220,117	)		387,059
Investment property and property held for development and sale		1,102,639			—			1,102,639
Investment in controlled non-debtor entities		16,609,265			(12,722,191	)		3,887,074
Net investment in real estate		37,764,012			(12,944,832	)		24,819,180
Cash and cash equivalents		473,058			28,246			501,304
Accounts and notes receivable, net		327,126			34			327,160
Goodwill		211,540			—			211,540
Deferred expenses, net		257,821			—			257,821
Prepaid expenses and other assets		586,083			(22,938	)		563,145
Total assets	$	39,619,640		$	(12,939,490	)	$	26,680,150
Liabilities and Equity:
Mortgages, notes and loans payable	$	400,000		$	—		$	400,000
Investment in and loans to/from Unconsolidated Real Estate Affiliates		32,282			—			32,282
Deferred tax liabilities		892,277			—			892,277
Accounts payable and accrued expenses		741,408			67,551			808,959
Total liabilities not subject to compromise		2,065,967			67,551			2,133,518
Liabilities subject to compromise		22,827,955			(434,460	)		22,393,495
Total liabilities		24,893,922			(366,909	)		24,527,013
Redeemable noncontrolling interests:
Preferred		120,756			—			120,756
Common		23,255			14,915			38,170
Total redeemable noncontrolling interests		144,011			14,915			158,926
Commitments and Contingencies		—			—			—
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, 313,804,357 shares issued as of June 30, 2009		3,138			—			3,138
Additional paid-in capital		9,576,206			(5,783,994	)		3,792,212
Retained earnings (accumulated deficit)		5,098,090			(6,804,250	)		(1,706,160	)
Accumulated other comprehensive loss		(32,544	)		748			(31,796	)
Less common stock in treasury, at cost, 1,449,939 shares as of June 30, 2009		(76,752	)		—			(76,752	)
Total stockholder’s equity		14,568,138			(12,587,496	)		1,980,642
Noncontrolling interests in consolidated real estate affiliates		13,569			—			13,569
Total equity		14,581,707			(12,587,496	)		1,994,211
Total liabilities and equity	$	39,619,640		$	(12,939,490	)	$	26,680,150

The accompanying notes are an integral part of these combined financial statements.

13

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE III
SCHEDULE OF PAYROLL AND PAYROLL TAXES
(UNAUDITED)
as of and for the month ended June 30, 2009

	Employee Payroll	Employer Payroll
Gross Wage Expense	Taxes Withheld (a)	Taxes Remitted (b)
	(In thousands)
$15,017	$3,321	$941

(a)	Employee Payroll Taxes are withheld each pay period and remitted by the Company, together with the Employer Payroll Taxes, to the appropriate tax authorities.
(b)	Gross Wages are generally paid by the Company on behalf of the Debtors every two weeks, and were last paid in this period, including withholding amounts, on June 19, 2009.

SCHEDULE IV
SCHEDULE OF FEDERAL, STATE AND LOCAL TAXES
(UNAUDITED)

			Amounts paid Month
	Amount accrued		Ended
	June 30, 2009		June 30, 2009
	(In thousands)
Federal and state income taxes	$	5,922	$	2,067
State and local taxes:
Property *		76,928		21,423
Sales and use		1,365		1,305
Franchise		1,695		—
Other		46		7
Total state and local taxes		80,034		22,735
Total taxes	$	85,956	$	24,802

* Additional detail on the property taxes by Operating Property is listed below.

14

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)

	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	June 30, 2009		June 30, 2009
	(In thousands)
4848 OUTPARCEL	$	24	$	—
ALA MOANA CENTER		3,324		—
ALAMEDA PLAZA		91		88
ANIMAS VALLEY MALL		117		—
ARIZONA CENTER		86		—
ARIZONA CENTER ARIZONA CENTER ONE		294		—
ARIZONA CENTER ARIZONA CENTER TWO		291		—
ARIZONA CENTER CINEMA		16		—
ARIZONA CENTER GARDEN OFFICE		21		—
ARIZONA CENTER OFFICE		41		—
ARIZONA CENTER PARKING		77		—
AUGUSTA MALL		346		—
AUGUSTA MALL ANCHOR ACQ		173		—
AUSTIN BLUFFS PLAZA		25		—
BASKIN ROBBINS		3		3
BEACHWOOD PLACE		1,736		1,892
BELLIS FAIR		27		—
BIRCHWOOD MALL		371		—
BOISE TOWN SQUARE ANCHOR ACQ		38		—
BOISE TOWNE PLAZA		105		119
BOISE TOWNE SQUARE		899		1,057
CACHE VALLEY MALL		143		—
CACHE VALLEY MARKETPLACE		57		—
CAPITAL MALL		154		—
CENTURY PLAZA		40		—
CHAPEL HILLS MALL		624		—
CHULA VISTA CENTER		—		1
COLLIN CREEK		888		—
COLONY SQUARE MALL		192		185
COLUMBIA MALL		280		—
COLUMBIANA CENTER		765		—
CORONADO MALL		367		—
COTTONWOOD MALL		159		—
COTTONWOOD SQUARE		21		—
COUNTRY HILL PLAZA		68		—
DEERBROOK MALL		862		—
DEERBROOK MALL ANCHOR ACQ		54		—
EAGLE RIDGE MALL		269		—
EASTRIDGE MALL (CA)		428		1,275
EASTRIDGE MALL (WY)		131		—
FASHION PLACE		370		—
FASHION PLACE ANCHOR ACQ		43		—
FOOTHILLS MALL		464		—
FORT UNION		33		—
FOUR SEASONS TOWN CENTRE MALL		861		—
FOX RIVER MALL		1,421		—
GATEWAY CROSSING SHOPPING CTR		95		—
GGPLP-SHARED		1,288		—
GLENBROOK SQUARE		6,539		—
GLENBROOK SQUARE ANCHOR ACQ		179		—
GRAND TETON MALL		398		383
GRAND TETON PLAZA		90		86
GRAND TRAVERSE MALL		307		—
GREENWOOD MALL		242		—
HULEN MALL		1,003		—
JORDAN CREEK TOWN CENTER		4,342		—
LAKEVIEW SQUARE		424		—

15

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)

	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	June 30, 2009		June 30, 2009
	(In thousands)
LANDMARK MALL		—		244
LANSING MALL		611		—
LINCOLNSHIRE COMMONS		404		—
LYNNHAVEN MALL		20		—
MALL AT SIERRA VISTA		235		—
MALL OF LOUISIANA		1,842		—
MALL OF LOUSIANA POWER CENTER		123		—
MALL OF THE BLUFFS		2,092		—
MALL ST. MATHEWS		398		—
MALL ST. VINCENT		312		—
MARKET PLACE SHOPPING CENTER		1,655		—
MAYFAIR BANK TOWER		154		—
MAYFAIR MALL		2,220		—
MAYFAIR NORTH TOWER		161		—
MAYFAIR PROFESSIONAL		61		—
MAYFAIR-AURORA HEALTH CENTER		146		—
MORENO VALLEY MALL		58		—
NATICK-NOUVELLE AT NATICK		—		909
NEWGATE MALL		360		—
NEWPARK MALL		43		39
NEWPARK MALL ANCHOR ACQ		78		—
NORTH PLAINS MALL		29		—
NORTH POINT MALL		1,237		—
NORTH STAR MALL		1,855		1,941
NORTH STAR MALL ANCHOR ACQ		168		—
NORTH TOWN MALL		—		15
NORTHGATE MALL		324		—
NORTHRIDGE FASHION CENTER		—		17
OAKWOOD CENTER		231		—
OAKWOOD MALL		1,165		—
OGLETHORPE MALL		20		—
OREM PLAZA CENTER STREET		36		—
OREM PLAZA STATE STREET		17		—
OVIEDO MARKETPLACE		445		—
OXMOOR MALL		374		—
PARK CITY CENTER		—		7
PARK PLACE		656		—
PARK WEST		513		—
PEACHTREE MALL		719		—
PECANLAND MALL		318		—
PECANLAND MALL ANCHOR ACQ		25		—
PIERRE BOSSIER MALL		118		—
PINE RIDGE MALL		227		221
PLAZA 9400		64		—
PROVO PLAZA		19		—
RED CLIFFS MALL		155		—
RED CLIFFS PLAZA		31		—
REDLANDS PROMENADE		4		—
REGENCY SQUARE MALL		795		—
RIO WEST MALL		129		—
RIVER FALLS		1,241		—
RIVER HILLS MALL		1,571		—
RIVER POINTE PLAZA		53		—
RIVERLANDS SHOPPING CENTER		29		—
RIVERSIDE PLAZA		73		—
RIVERTOWN CROSSINGS		1,342		—
SAINT LOUIS GALLERIA		1,941		—

16

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)

	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	June 30, 2009		June 30, 2009
	(In thousands)
SIKES SENTER		631		—
SILVER LAKE MALL		119		119
SOONER MALL		199		—
SOUTH STREET MARKETPLACE THEAT		158		—
SOUTHLAKE MALL		524		—
SOUTHLAND MALL		—		819
SOUTHWEST OFF CTR I		85		80
SOUTHWEST OFF CTR II		38		36
SOUTHWEST PLAZA		1,140		1,300
SPRING HILL MALL		2,249		—
ST LOUIS GALLERIA ANCH ACQ		38		—
STATEN ISLAND MALL		—		10,091
STEEPLEGATE MALL		—		428
THE BRIDGES AT MINT HILL		9		—
THE COMMONS AT FOOTHILLS MALL		16		—
THE CROSSROADS (MI)		631		—
THE GALLERY AT HARBORPLACE-GARAGE		877		—
THE MAINE MALL		13		—
THE PINES		167		—
THE PLAZA AT FOOTHILLS MALL		38		—
THE SHOPS AT FALLEN TIMBERS		1,768		—
THE SHOPS AT FOOTHILLS MALL		61		—
THE SHOPS AT SUMMERLIN CENTRE		415		—
THE WOODLANDS MALL		835		—
THE WOODLANDS MALL ANCHOR ACQ		48		—
TOWN EAST MALL		1,957		—
TUCSON ANCHOR ACQ		30		—
TUCSON ENTERTAINMENT PAVILION		19		—
TUCSON MALL		483		—
TWINS FALLS CROSSINGS		17		—
TYSONS GALLERIA		1,098		—
UNIVERSITY CROSSING		112		—
VALLEY HILLS MALL		243		—
VILLAGE AT JORDAN CREEK		1,136		—
VISALIA MALL		5		—
VISTA RIDGE MALL		1,056		—
WASHINGTON PARK MALL		84		—
WESTWOOD MALL		126		—
WHITE MOUNTAIN MALL		54		—
WILLOWBROOK MALL (NJ)		1,741		4
WOODLANDS VILLAGE		60		—
YELLOWSTONE SQUARE		45		64
	$	76,928	$	21,423

17

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE V
SCHEDULE OF TOTAL DISBURSEMENTS BY DEBTOR
(UNAUDITED)

		Disbursements
Legal Entity	Case Number	June 30, 2009
		(In thousands)
South Street Seaport Limited Partnership	09-11963	$	784
Seaport Marketplace, LLC	09-11964		—
Seaport Marketplace Theatre, LLC	09-11965		7
Lockport L.L.C.	09-11966		11
RASCAP Realty, Ltd.	09-11967		—
Bellis Fair Partners	09-11968		541
GGP-Mint Hill L.L.C.	09-11969		—
Pines Mall Partners	09-11970		71
GGP-Grandville L.L.C.	09-11971		1,011
GGP-Grandville II L.L.C.	09-11972		—
GGP-Redlands Mall, L.P.	09-11973		27
La Place Shopping, L.P.	09-11974		17
GGP-Tucson Land L.L.C.	09-11975		5
Tucson Anchor Acquisition, LLC	09-11976		246
General Growth Properties, Inc.	09-11977		—
GGP Limited Partnership	09-11978		18,892
Rouse LLC	09-11979		—
GGP American Properties Inc.	09-11980		—
Caledonian Holding Company, Inc.	09-11981		—
GGPLP L.L.C.	09-11982		36
Rouse Company LP, The	09-11983		6,586
TRC Co-Issuer, Inc.	09-11984		—
Oakwood Shopping Center Limited Partnership	09-11985		440
Alameda Mall Associates	09-11986		295
Bay Shore Mall Partners	09-11987		240
Chico Mall, L.P.	09-11988		349
Lansing Mall Limited Partnership	09-11989		383
GGP-Pecanland, L.P.	09-11990		387
GGP-Pecanland II, L.P.	09-11991		—
Southland Mall, L.P.	09-11992		1,415
South Shore Partners, L.P.	09-11993		36
Price Financing Partnership, L.P.	09-11994		—
Price GP L.L.C.	09-11995		—
HHP Government Services, Limited Partnership	09-11996		45
Ho Retail Properties I Limited Partnership	09-11997		379
New Orleans Riverwalk Associates	09-11998		320
New Orleans Riverwalk Limited Partnership	09-11999		—
White Marsh General Partnership	09-12000		375
White Marsh Mall Associates	09-12001		375
White Marsh Phase II Associates	09-12002		375
Parke West, LLC	09-12003		87
GGP-Newpark L.L.C.	09-12004		295
Elk Grove Town Center, L.P.	09-12005		26
Baltimore Center Associates Limited Partnership	09-12006		850
Baltimore Center Garage Limited Partnership	09-12007		493
Century Plaza L.L.C.	09-12008		154
Harbor Place Associates Limited Partnership	09-12009		229
Price Development Company, Limited Partnership	09-12010		238
Rouse-Phoenix Theatre Limited Partnership	09-12011		9
Rouse-Arizona Retail Center Limited Partnership	09-12012		462
Rouse-Phoenix Master Limited Partnership	09-12013		—
Saint Louis Land L.L.C.	09-12014		—
Southland Center, LLC	09-12015		735
GGP-North Point Land L.L.C.	09-12016		—
Majestic Partners-Provo, LLC	09-12017		1

18

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE V — Continued
SCHEDULE OF TOTAL DISBURSEMENTS BY DEBTOR
(UNAUDITED)

		Disbursements
Legal Entity	Case Number	June 30, 2009
		(In thousands)
GGP-Mall of Louisiana, L.P.	09-12018		1,367
NewPark Anchor Acquisition, LLC	09-12019		—
Parkview Office Building Limited Partnership	09-12020		32
Parkside Limited Partnership	09-12021		75
Park Square Limited Partnership	09-12022		16
Rouse SI Shopping Center, LLC	09-12023		10,906
Augusta Mall, LLC	09-12024		1,171
Burlington Town Center LLC, The	09-12025		452
Fashion Show Mall LLC	09-12026		4,564
GGP Ala Moana L.L.C.	09-12027		9,694
GGP Jordan Creek L.L.C.	09-12028		1,245
GGP Village at Jordan Creek L.L.C.	09-12029		31
GGP-Four Seasons L.L.C.	09-12030		724
Lincolnshire Commons, LLC	09-12031		197
Phase II Mall Subsidiary, LLC	09-12032		2,501
St. Cloud Mall L.L.C.	09-12033		520
Valley Hills Mall L.L.C.	09-12034		437
GGP Holding, Inc.	09-12035		214
The Rouse Company BT, LLC	09-12036		—
Rouse Company Operating Partnership LP, The	09-12037		—
10000 West Charleston Boulevard, LLC	09-12040		154
10190 Covington Cross, LLC	09-12041		26
1120/1140 Town Center Drive, LLC	09-12042		24
1160/1180 Town Center Drive, LLC	09-12043		16
1201-1281 Town Center Drive, LLC	09-12044		23
1251 Center Crossing, LLC	09-12045		—
1450 Center Crossing Drive, LLC	09-12046		10
1451 Center Crossing Drive, LLC	09-12047		1
1551 Hillshire Drive, LLC	09-12048		183
1635 Village Centre Circle, LLC	09-12049		11
1645 Village Center Circle, LLC	09-12050		10
9901-9921 Covington Cross, LLC	09-12051		5
9950-9980 Covington Cross, LLC	09-12052		10
Alameda Mall, L.L.C.	09-12053		—
Apache Mall, LLC	09-12054		235
Arizona Center Parking, LLC	09-12055		85
Augusta Mall Anchor Acquisition, LLC	09-12056		15
Augusta Mall Anchor Holding, LLC	09-12057		—
Augusta Mall Holding, LLC	09-12058		—
Austin Mall Limited Partnership	09-12059		—
Austin Mall, LLC	09-12060		—
Bakersfield Mall, Inc.	09-12061		—
Bakersfield Mall LLC	09-12062		704
Baltimore Center, LLC	09-12063		—
Bay City Mall Associates L.L.C.	09-12064		211
Bay Shore Mall II L.L.C.	09-12065		—
Bay Shore Mall, Inc.	09-12066		—
Beachwood Place Holding, LLC	09-12067		—
Beachwood Place Mall, LLC	09-12068		3,498
Benson Park Business Trust	09-12069		—
Birchwood Mall, LLC	09-12070		149
Boise Mall, LLC	09-12071		1,272
Boise Town Square Anchor Acquisition, LLC	09-12072		1
Boise Towne Plaza L.L.C.	09-12073		166
Boulevard Associates	09-12074		725
Boulevard Mall, Inc.	09-12075		—
Boulevard Mall I LLC	09-12076		—
Boulevard Mall II LLC	09-12077		—

19

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE V — Continued
SCHEDULE OF TOTAL DISBURSEMENTS BY DEBTOR
(UNAUDITED)

		Disbursements
Legal Entity	Case Number	June 30, 2009
		(In thousands)
BTS Properties L.L.C.	09-12078		—
Cache Valley, LLC	09-12079		60
Century Plaza, Inc.	09-12080		—
Champaign Market Place L.L.C.	09-12081		698
Chapel Hills Mall L.L.C.	09-12082		1,360
Chattanooga Mall, Inc.	09-12083		—
Chico Mall L.L.C.	09-12084		—
Chula Vista Center, LLC	09-12085		190
Collin Creek Anchor Acquisition, LLC	09-12086		—
Collin Creek Mall, LLC	09-12087		537
Colony Square Mall L.L.C.	09-12088		275
Columbia Mall L.L.C.	09-12089		727
Coronado Center L.L.C.	09-12090		1,023
Coronado Center Holding L.L.C.	09-12091		—
Cottonwood Mall, LLC	09-12092		8
Country Hills Plaza, LLC	09-12093		77
Deerbrook Mall, LLC	09-12094		572
DK Burlington Town Center LLC	09-12095		—
Eagle Ridge Mall, Inc.	09-12096		—
Eagle Ridge Mall, L.P.	09-12097		578
Eastridge Shopping Center L.L.C.	09-12098		2,319
Eden Prairie Anchor Building L.L.C.	09-12099		—
Eden Prairie Mall, Inc.	09-12100		—
Eden Prairie Mall L.L.C.	09-12101		607
Elk Grove Town Center L.L.C.	09-12102		—
ER Land Acquisition L.L.C.	09-12103		—
Fallbrook Square Partners Limited Partnership	09-12104		542
Fallbrook Square Partners L.L.C.	09-12105		—
Fallen Timbers Shops, LLC	09-12106		294
Fallen Timbers Shops II, LLC	09-12107		—
Faneuil Hall Marketplace, LLC	09-12108		935
Fashion Place, LLC	09-12109		983
Fashion Place Anchor Acquisition, LLC	09-12110		—
Fifty Columbia Corporate Center, LLC	09-12111		—
Forty Columbia Corporate Center, LLC	09-12112		—
Fox River Shopping Center, LLC	09-12113		1,240
Franklin Park Mall, LLC	09-12114		—
Franklin Park Mall Company, LLC	09-12115		—
Gateway Crossing L.L.C.	09-12116		66
Gateway Overlook Business Trust	09-12117		558
Gateway Overlook II Business Trust	09-12118		—
GGP Acquisition, L.L.C.	09-12119		—
GGP Ala Moana Holdings L.L.C.	09-12120		—
GGP American Holdings Inc.	09-12121		—
GGP General II, Inc.	09-12122		—
GGP Holding II, Inc.	09-12123		—
GGP Holding Services, Inc.	09-12124		—
GGP Ivanhoe II, Inc.	09-12125		—
GGP Ivanhoe IV Services, Inc.	09-12126		—
GGP Kapiolani Development L.L.C.	09-12127		100
GGP Knollwood Mall, LP	09-12128		232
GGP Natick Residence LLC	09-12129		953
GGP Savannah L.L.C.	09-12130		—
GGP/Homart, Inc.	09-12131		186
GGP/Homart Services, Inc.	09-12132		—
GGP-Bay City One, Inc.	09-12133		—
GGP-Brass Mill, Inc.	09-12134		952
GGP-Burlington L.L.C.	09-12135		—

20

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE V — Continued
SCHEDULE OF TOTAL DISBURSEMENTS BY DEBTOR
(UNAUDITED)

		Disbursements
Legal Entity	Case Number	June 30, 2009
		(In thousands)
GGP-Canal Shoppes L.L.C.	09-12136		—
GGP-Foothills L.L.C.	09-12137		863
GGP-Glenbrook L.L.C.	09-12138		914
GGP-Glenbrook Holding L.L.C.	09-12139		3
GGP-Grandville Land L.L.C.	09-12140		—
GGP-La Place, Inc.	09-12141		—
GGP-Lakeview Square, Inc.	09-12142		—
GGP-Lansing Mall, Inc.	09-12143		—
GGP-Maine Mall L.L.C.	09-12144		1,068
GGP-Maine Mall Holding L.L.C.	09-12145		—
GGP-Maine Mall Land L.L.C.	09-12146		—
GGP-Moreno Valley, Inc.	09-12147		828
GGP-Newgate Mall, LLC	09-12148		231
GGP-Newpark, Inc.	09-12149		—
GGP-North Point, Inc.	09-12150		1,163
GGP-Pecanland, Inc.	09-12151		—
GGP-Redlands Mall L.L.C.	09-12152		—
GGP-South Shore Partners, Inc.	09-12153		—
GGP-Steeplegate, Inc.	09-12154		869
GGP-Tucson Mall L.L.C.	09-12155		876
GGP-UC L.L.C.	09-12156		76
Grand Canal Shops II, LLC	09-12157		3,240
Grandville Mall II, Inc.	09-12158		—
Grandville Mall, Inc.	09-12159		—
Greengate Mall, Inc.	09-12160		—
Greenwood Mall Land, LLC	09-12161		—
Harborplace Borrower, LLC	09-12162		—
Hickory Ridge Village Center, Inc.	09-12163		—
HMF Properties, LLC	09-12164		—
Ho Retail Properties II Limited Partnership	09-12165		113
Hocker Oxmoor, LLC	09-12166		157
Hocker Oxmoor Partners, LLC	09-12167		—
Howard Hughes Canyon Pointe Q4, LLC	09-12168		61
Howard Hughes Corporation, The	09-12169		345
Howard Hughes Properties, Inc.	09-12170		3,853
Howard Hughes Properties, Limited Partnership	09-12171		16
Howard Hughes Properties IV, LLC	09-12172		5
Howard Hughes Properties V, LLC	09-12173		4
HRD Parking, Inc.	09-12174		6
HRD Remainder, Inc.	09-12175		1
Hulen Mall, LLC	09-12176		814
Hughes Corporation, The	09-12177		—
Kapiolani Condominium Development, LLC	09-12178		—
Kapiolani Retail, LLC	09-12179		—
Knollwood Mall, Inc.	09-12180		—
Lakeside Mall Holding, LLC	09-12181		—
Lakeside Mall Property LLC	09-12182		1,035
Lakeview Square Limited Partnership	09-12183		331
Land Trust No. 89433	09-12184		—
Land Trust No. 89434	09-12185		—
Land Trust No. FHB-TRES 200601	09-12186		—
Land Trust No. FHB-TRES 200602	09-12187		—
Landmark Mall L.L.C.	09-12188		476
Lynnhaven Holding L.L.C.	09-12189		—
Lynnhaven Mall L.L.C.	09-12190		2,656
Mall of Louisiana Holding, Inc.	09-12191		—
Mall of Louisiana Land, LP	09-12192		4
Mall of Louisiana Land Holding, LLC	09-12193		—

21

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE V — Continued
SCHEDULE OF TOTAL DISBURSEMENTS BY DEBTOR
(UNAUDITED)

		Disbursements
Legal Entity	Case Number	June 30, 2009
		(In thousands)
Mall of the Bluffs, LLC	09-12194		149
Mall St. Matthews Company, LLC	09-12195		—
Mall St. Vincent, Inc.	09-12196		—
Mall St. Vincent, L.P.	09-12197		397
Mayfair Mall, LLC	09-12198		1,155
MSAB Holdings, Inc.	09-12199		—
MSAB Holdings L.L.C.	09-12200		—
MSM Property L.L.C.	09-12201		829
Natick Retail, LLC	09-12202		—
Newgate Mall Land Acquisition, LLC	09-12203		—
NewPark Mall L.L.C.	09-12204		—
North Plains Mall, LLC	09-12205		17
North Star Anchor Acquisition, LLC	09-12206		—
North Star Mall, LLC	09-12207		3,179
North Town Mall, LLC	09-12208		259
Northgate Mall L.L.C.	09-12209		470
NSMJV, LLC	09-12210		—
Oakwood Hills Mall, LLC	09-12211		191
Oglethorpe Mall L.L.C.	09-12212		1,237
Oklahoma Mall L.L.C.	09-12213		—
OM Borrower, LLC	09-12214		—
One Willow Company, LLC	09-12215		—
Orem Plaza Center Street, LLC	09-12216		—
Owings Mills Limited Partnership	09-12217		166
Park Mall, Inc.	09-12218		—
Park Mall L.L.C.	09-12219		1,452
PDC Community Centers L.L.C.	09-12220		358
PDC-Eastridge Mall L.L.C.	09-12221		1,154
PDC-Red Cliffs Mall L.L.C.	09-12222		158
Peachtree Mall L.L.C.	09-12223		552
Pecanland Anchor Acquisition, LLC	09-12224		—
Piedmont Mall, LLC	09-12225		416
Pierre Bossier Mall, LLC	09-12226		125
Pine Ridge Mall L.L.C.	09-12227		383
Pioneer Office Limited Partnership	09-12228		167
Pioneer Place Limited Partnership	09-12229		806
Price Development TRS, Inc.	09-12230		—
Price-ASG L.L.C.	09-12231		878
Prince Kuhio Plaza, Inc.	09-12232		—
Providence Place Holdings, LLC	09-12233		—
Redlands Land Acquisition Company L.L.C.	09-12234		—
Redlands Land Acquisition Company, L.P.	09-12235		—
Redlands Land Holding L.L.C.	09-12236		—
Ridgedale Center, LLC	09-12237		1,052
Rio West L.L.C.	09-12238		96
River Falls Mall, LLC	09-12239		29
River Hills Land, LLC	09-12240		—
River Hills Mall, LLC	09-12241		770
Rogue Valley Mall L.L.C.	09-12242		116
Rogue Valley Mall Holding L.L.C.	09-12243		—
The Rouse Company at Owings Mills, LLC	09-12244		—
Rouse Company of Florida, LLC, The	09-12245		—
The Rouse Company of Louisiana, LLC	09-12246		—
The Rouse Company of Michigan, LLC	09-12247		—
The Rouse Company of Minnesota, LLC	09-12248		—
The Rouse Company of Ohio, LLC	09-12249		—
Rouse F.S., LLC	09-12250		—
Rouse Office Management of Arizona, LLC	09-12251		—

22

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE V — Continued
SCHEDULE OF TOTAL DISBURSEMENTS BY DEBTOR
(UNAUDITED)

		Disbursements
Legal Entity	Case Number	June 30, 2009
		(In thousands)
Rouse Providence LLC	09-12252		2,186
Rouse Ridgedale, LLC	09-12253		—
Rouse Ridgedale Holding, LLC	09-12254		—
Rouse Southland, LLC	09-12255		—
Rouse-Arizona Center, LLC	09-12256		—
Rouse-Fairwood Development Corporation	09-12257		3
Rouse-New Orleans, LLC	09-12258		—
Rouse-Oakwood Shopping Center, LLC	09-12259		—
Rouse-Orlando, LLC	09-12260		445
Rouse-Phoenix Cinema, LLC	09-12261		—
Rouse-Phoenix Corporate Center Limited Partnership	09-12262		175
Rouse-Phoenix Development Company, LLC	09-12263		—
Rouse-Portland, LLC	09-12264		—
RS Properties Inc.	09-12265		690
Saint Louis Galleria L.L.C.	09-12266		1,271
Saint Louis Galleria Anchor Acquisition, LLC	09-12267		107
Saint Louis Galleria Holding L.L.C.	09-12268		—
Sierra Vista Mall, LLC	09-12269		44
Sikes Senter, LLC	09-12270		354
Silver Lake Mall, LLC	09-12271		180
Sixty Columbia Corporate Center, LLC	09-12272		—
Sooner Fashion Mall L.L.C.	09-12273		405
Southlake Mall L.L.C.	09-12274		824
Southland Center Holding, LLC	09-12275		—
Southland Mall, Inc.	09-12276		—
Southwest Denver Land L.L.C.	09-12277		—
Southwest Plaza L.L.C.	09-12278		1,639
Spring Hill Mall L.L.C.	09-12279		145
St. Cloud Land L.L.C.	09-12280		—
St. Cloud Mall Holding L.L.C.	09-12281		—
Stonestown Shopping Center L.L.C.	09-12282		—
Stonestown Shopping Center, L.P.	09-12283		1,426
Summerlin Centre, LLC	09-12284		301
Summerlin Corporation	09-12285		—
Three Rivers Mall L.L.C.	09-12286		135
Three Willow Company, LLC	09-12287		—
Town East Mall, LLC	09-12288		1,160
Tracy Mall, Inc.	09-12289		—
Tracy Mall Partners, L.P.	09-12290		329
Tracy Mall Partners I L.L.C.	09-12291		—
Tracy Mall Partners II, L.P.	09-12292		—
TRC Willow, LLC	09-12293		—
TV Investment, LLC	09-12294		—
Two Arizona Center, LLC	09-12295		114
Two Willow Company, LLC	09-12296		—
Tysons Galleria L.L.C.	09-12297		1,515
U.K.-American Properties, Inc.	09-12298		1,197
Valley Hills Mall, Inc.	09-12299		—
Valley Plaza Anchor Acquisition, LLC	09-12300		1
VCK Business Trust	09-12301		129
Victoria Ward Center L.L.C.	09-12302		114
Victoria Ward Entertainment Center L.L.C.	09-12303		165
Victoria Ward, Limited	09-12304		1,461
Victoria Ward Services, Inc.	09-12305		—
Village of Cross Keys, LLC, The	09-12306		48
Visalia Mall L.L.C.	09-12307		—
Vista Commons, LLC	09-12308		26
Visalia Mall, L.P.	09-12309		286

23

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE V — Continued
SCHEDULE OF TOTAL DISBURSEMENTS BY DEBTOR
(UNAUDITED)

		Disbursements
Legal Entity	Case Number	June 30, 2009
		(In thousands)
Vista Ridge Mall, LLC	09-12310		753
VW Condominium Development, LLC	09-12311		—
Ward Gateway-Industrial-Village, LLC	09-12312		122
Ward Plaza-Warehouse, LLC	09-12313		189
Weeping Willow RNA, LLC	09-12314		—
West Kendall Holdings, LLC	09-12315		1,171
Westwood Mall, LLC	09-12316		48
White Marsh Mall, LLC	09-12317		—
White Mountain Mall, LLC	09-12318		38
Willow SPE, LLC	09-12319		—
Willowbrook II, LLC	09-12320		—
Willowbrook Mall, LLC	09-12321		1,507
Woodbridge Center Property, LLC	09-12322		1,370
Woodlands Mall Associates, LLC, The	09-12323		2,248
10000 Covington Cross, LLC	09-12324		19
10 CCC Business Trust	09-12457		30
20 CCC Business Trust	09-12458		43
30 CCC Business Trust	09-12459		53
Capital Mall L.L.C.	09-12462		219
GGP-Columbiana Trust	09-12464		138
GGP-Gateway Mall L.L.C.	09-12467		403
Grand Traverse Mall Partners, LP	09-12469		451
Greenwood Mall L.L.C.	09-12471		371
Kalamazoo Mall L.L.C.	09-12472		385
Lancaster Trust	09-12473		994
Mondawmin Business Trust	09-12474		847
Running Brook Business Trust	09-12475		1
Town Center East Business Trust	09-12476		33
Burlington Town Center II LLC	09-12477		—
GGP-Mall of Louisiana, Inc.	09-12478		—
Stonestown Shopping Center Holding L.L.C.	09-12479		—
Capital Mall, Inc.	09-12480		—
GGP-Gateway Mall, Inc.	09-12481		—
GGP-Mall of Louisiana II, L.P.	09-12482		—
Grand Traverse Mall Holding, Inc.	09-12483		—
Greenwood Mall, Inc.	09-12484		—
Kalamazoo Mall, Inc.	09-12485		—
Parcit-IIP Lancaster Venture	09-12486		—
Parcity L.L.C.	09-12487		—
Parcity Trust	09-12488		—
Park City Holding, Inc.	09-12489		—
PC Lancaster L.L.C.	09-12490		—
PC Lancaster Trust	09-12491		—
		$	159,856

24

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE VI
SCHEDULE OF DEBTORS’ OPERATING PROPERTY
AGED TENANT ACCOUNTS RECEIVABLE
(UNAUDITED)

	June 30, 2009
	(In thousands)
Current	$	(31,229	)*
31 – 60 days		8,883
61 – 90 days		7,540
91 – 120 days		3,043
Over 120 days		49,110
Gross Amount	$	37,347

* In general, reflects tenant rents paid in advance.

25

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE VII
STATUS OF MORTGAGES PAYABLE FOR DEBTORS

			Total Debt Balance		Interest Expense
Property	Maturity Date	Rate (a)	June 30, 2009		Month ended June 30 (b)
			(Dollars in thousands)
Fixed Rate Loans
Secured Asset Loans:
10000 West Charleston	3/1/2011	7.88%	$	21,772	$	143
1160/80 Town Center	7/15/2013	6.99%		8,803		51
Ala Moana A1	9/1/2011	5.52%		750,000		3,451
Ala Moana A2	9/1/2011	5.65%		750,000		3,532
Augusta Mall	11/11/2011	5.49%		175,000		800
Baltimore Center Garage Ltd Partnership	6/1/2018	6.05%		16,092		81
Bay City	12/2/2013	5.30%		24,120		107
Bayshore	9/1/2011	7.13%		31,005		184
Beachwood Place	4/7/2011	5.60%		240,164		1,121
Bellis Fair	2/15/2016	7.34%		61,586		377
Boise Towne Plaza	7/9/2010	4.70%		10,921		43
Boise Towne Square	2/10/2011	6.64%		70,738		391
Brass Mill	4/11/2014	4.55%		123,593		469
Burlington	7/1/2010	5.03%		26,000		109
Burlington 2 (b)	7/1/2010	6.30%		5,500		29
Capital	4/1/2011	7.28%		20,291		123
Chapel Hills	10/11/2010	5.04%		115,653		485
Chico Mall	2/11/2009	4.74%		57,203		226
Collin Creek Mall	7/11/2011	6.78%		66,997		378
Columbia Mall (MO)	2/1/2013	6.05%		90,000		454
Coronado	6/7/2010	5.08%		168,798		714
Corporate Pointe 2 (10650 W. Charleston)	9/11/2012	6.83%		4,526		26
Corporate Pointe 3 (10750 W. Charleston)	9/11/2012	6.83%		4,526		26
Country Hills	6/1/2016	6.04%		13,526		68
Crossroads Center (MN)	7/30/2010	4.73%		84,306		332
Deerbrook	3/2/2009	3.46%		73,964		213
Eagle Ridge	10/12/2015	5.41%		47,578		215
Eastridge (CA)	9/1/2011	5.79%		170,000		820
Eastridge (WY )	12/5/2011	5.08%		39,162		166
Eden Prairie	4/1/2011	4.67%		79,828		311
Fallbrook	6/3/2013	6.14%		85,000		435
Faneuil Hall	4/1/2013	5.57%		94,122		437
Fashion Place	10/5/2010	5.30%		144,483		638
Four Seasons	12/11/2013	5.60%		100,429		469
Fox River	12/3/2012	5.96%		195,000		969
Gallery at Harborplace 1 (Baltimore Center Land, Garage & Office)	12/1/2010	7.89%		49,387		325
Gallery at Harborplace 2 (Baltimore Center Land, Garage & Office)	12/1/2010	7.03%		3,200		19
Gallery at Harborplace 3 (Baltimore Center Land, Garage & Office)	12/1/2010	7.49%		5,100		32
Gallery at Harborplace 4 (Baltimore Center Land, Garage & Office)	12/1/2010	7.93%		2,200		15
Gallery at Harborplace 5 (Baltimore Center Land, Garage & Office)	12/1/2010	8.89%		4,705		35
Gateway	4/1/2011	7.28%		39,767		241
Gateway Overlook	3/1/2013	5.78%		55,000		265
Glenbrook	7/1/2010	4.91%		177,235		726
Grand Canal Shoppes	5/1/2009	4.78%		393,754		1,568
Grand Traverse	10/1/2012	5.02%		85,302		357
Greenwood	4/1/2011	7.28%		44,647		271
Harborplace	10/5/2012	5.79%		50,000		241
Homart I (b)	2/28/2013	5.95%		245,115		1,215
Hulen Mall	12/7/2011	5.03%		113,021		474
Ivanhoe Capital (b)	12/3/2012	5.74%		93,713		448
Jordan Creek	3/2/2009	4.57%		185,950		707
JP Comm Jr. Gateway Crossing	7/9/2010	4.70%		15,234		60
JP Comm Jr. Univ. Crossing	7/9/2010	4.70%		11,373		45
JP Comm Sr. Austin Bluffs	4/9/2009	4.40%		2,288		8
JP Comm Sr. Division Crossing	4/9/2009	4.40%		5,273		19
JP Comm Sr. Fort Union	4/9/2009	4.40%		2,753		10
JP Comm Sr. Halsey Crossing	4/9/2009	4.40%		2,581		9
JP Comm Sr. Orem Plaza Center St	4/9/2009	4.40%		2,460		9
JP Comm Sr. Orem Plaza State St	4/9/2009	4.40%		1,523		6
JP Comm Sr. Riverpointe Plaza	4/9/2009	4.40%		3,811		14
JP Comm Sr. Riverside Plaza	4/9/2009	4.40%		5,454		20
JP Comm Sr. Woodlands Village	4/9/2009	4.40%		6,968		26
Knollwood	10/12/2015	5.35%		39,942		178
Lakeside Mall	12/1/2009	4.28%		180,302		643
Lakeview Square	3/1/2016	5.81%		41,334		200
Lansing I	1/15/2010	9.35%		24,144		188
Lincolnshire Commons	4/1/2013	5.98%		28,000		140

26

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE VII — Continued
STATUS OF MORTGAGES PAYABLE FOR DEBTORS

			Total Debt Balance		Interest Expense
Property	Maturity Date	Rate (a)	June 30, 2009		Month ended June 30 (b)
			(Dollars in thousands)
Lynnhaven	7/6/2010	5.05%		236,988		997
Maine	6/11/2010	4.84%		216,295		871
Mall of Louisiana Mezz (b)	4/1/2011	6.40%		62,343		333
Mall of Louisiana Note A	4/1/2011	5.46%		118,469		539
Mall of Louisiana Note B	4/1/2011	5.92%		54,362		268
Mall St Matthews Ltd Partnership	1/4/2010	4.81%		144,565		579
Mall St Vincent	7/7/2014	6.30%		49,000		257
Market Place	2/1/2013	6.05%		106,000		534
Moreno Valley	9/11/2013	5.96%		87,402		434
Newgate	10/1/2010	4.84%		40,991		165
Newpark	2/1/2011	7.45%		68,201		423
North Point	3/1/2011	5.48%		215,691		986
North Star	1/4/2010	4.43%		232,570		859
Northgate	9/1/2016	5.88%		45,025		221
Northridge Fashion	7/1/2011	7.24%		126,403		763
Oglethorpe	7/2/2012	4.89%		141,375		576
Oviedo	5/7/2012	5.12%		51,819		221
Oxmoor	6/3/2013	6.85%		56,922		325
Park City Note A	10/1/2010	4.74%		120,029		474
Park City Note B	10/1/2010	7.10%		29,206		173
Park Place	1/11/2010	5.15%		176,443		757
Peachtree	6/1/2010	5.08%		89,590		379
Pecanland	3/1/2010	4.28%		57,838		206
Piedmont	9/6/2016	5.98%		33,911		169
Pine Ridge	12/5/2011	5.08%		26,404		112
Pioneer Place Limited Partners Land	4/27/2010	10.00%		333		3
Prince Kuhio	4/1/2009	3.45%		37,826		109
Providence Place 2	3/11/2010	5.03%		258,525		1,083
Providence Place 3 (b)	3/11/2010	5.12%		59,529		254
Providence Place 4 (b)	3/11/2010	5.93%		39,044		193
Providence Place Pilot A1	7/1/2016	7.75%		25,121		162
Providence Place Pilot A2	6/30/2028	7.75%		21,423		138
Red Cliffs	12/5/2011	5.08%		25,095		106
Regency Square	7/1/2010	3.59%		93,790		281
Ridgedale	4/1/2010	4.86%		178,194		722
River Hills	6/3/2013	6.14%		80,000		409
RiverTown Junior Loan (b)	7/1/2011	9.15%		15,788		120
RiverTown Senior Loan	7/1/2011	7.29%		102,111		620
Rogue Valley	12/31/2010	7.85%		26,311		172
Sikes Senter	6/1/2012	5.20%		61,381		266
Sooner Fashion	6/3/2013	6.14%		60,000		307
Southlake	12/5/2017	6.44%		100,000		537
Southland	3/2/2009	3.62%		81,477		246
Southland (RSE)	3/5/2010	4.97%		108,788		451
St. Louis Galleria	7/5/2010	4.86%		237,412		961
Staten Island 1	10/1/2010	5.09%		85,000		361
Staten Island 2	10/1/2010	8.15%		70,616		480
Staten Island 3	10/1/2010	5.61%		125,000		584
Steeplegate	7/31/2009	4.94%		77,889		321
Stonestown Note A	9/1/2011	5.55%		155,600		759
Stonestown Note B	9/1/2011	6.04%		60,000		283
Stonestown Mezz (b)	9/1/2011	6.18%		57,400		277
The Boulevard	7/1/2013	4.27%		107,630		383
The Crossroads (MI)	6/1/2009	7.40%		39,791		245
The Woodlands Note A	6/13/2011	5.91%		185,000		912
The Woodlands Note B	6/13/2011	5.91%		55,000		271
Three Rivers	12/5/2011	5.08%		21,497		91
Town East	4/13/2009	3.46%		105,182		303
Tucson Mall	10/11/2033	4.26%		119,627		425
Tysons Galleria	9/12/2011	5.72%		255,000		1,216
Valley Hills	3/5/2014	4.73%		56,851		224
Valley Plaza	7/11/2012	3.90%		95,268		310
Victoria Ward (Village/Industrial/Gateway)	10/1/2011	5.61%		88,500		414
Victoria Ward (Warehouse/Plaza)	10/6/2011	5.52%		68,500		315
Village of Cross Keys	7/31/2009	7.04%		10,257		60
Visalia	1/11/2010	3.78%		41,595		131
Vista Ridge	4/11/2011	6.87%		80,351		460
Ward Centre & Ward Entertainment	1/4/2010	4.33%		58,294		210
Washington Park	4/1/2014	5.35%		12,099		54
West Valley	4/1/2010	3.43%		56,436		161
White Marsh	9/4/2010	5.62%		187,000		876

27

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE VII — Continued
STATUS OF MORTGAGES PAYABLE FOR DEBTORS

			Total Debt Balance			Interest Expense
Property	Maturity Date	Rate (a)	June 30, 2009			Month ended June 30 (b)
			(Dollars in thousands)
Willowbrook Mall	7/1/2011	6.82%		158,587			902
Woodbridge Corporation	6/1/2009	4.24%		207,934			735
Unsecured Asset Loans:
GGPLP/GGPLPLLC Exchangable Debt (b)	4/15/2012	3.98%		1,550,000			5,141
Public Indenture — Company Debt (b)	9/17/2012	7.20%		400,000			2,400
Public Indenture — Senior Bond (b)	3/16/2009	3.63%		395,000			1,193
Public Indenture 100 (b)	11/26/2013	5.38%		100,000			448
Public Indenture 350 (b)	11/26/2013	5.38%		350,000			1,568
Public Indenture Senior Note (b)	4/30/2009	8.00%		200,000			1,333
Rouse Senior Notes (b)	5/1/2013	6.75%		800,000			4,500
Fixed Rate Debt				16,529,116			74,014
Variable Rate Loans Secured Asset Loans:
Bank Note — Animas Valley	7/11/2013	2.57%		35,054			75
Bank Note — Birchwood Mall	7/11/2013	2.57%		44,308			95
Bank Note — Cache Valley	7/11/2013	2.57%		28,043			60
Bank Note — Colony Square	7/11/2013	2.57%		25,239			54
Bank Note — Columbiana	7/11/2013	2.57%		105,441			226
Bank Note — Fallen Timbers	7/11/2013	2.57%		42,401			91
Bank Note — Foothills	7/11/2013	2.57%		50,758			109
Bank Note — Grand Teton	7/11/2013	2.57%		48,795			105
Bank Note — Mall at Sierra Vista	7/11/2013	2.57%		23,556			50
Bank Note — Mall of the Bluffs	7/11/2013	2.57%		35,951			77
Bank Note — Mayfair	7/11/2013	2.57%		274,932			589
Bank Note — Mondawmin	7/11/2013	2.57%		84,689			181
Bank Note — North Plains	7/11/2013	2.57%		10,656			23
Bank Note — North Town Mall	7/11/2013	2.57%		114,976			246
Bank Note — Oakwood	7/11/2013	2.57%		75,772			162
Bank Note — Owings Mills	7/11/2013	2.57%		53,281			114
Bank Note — Pierre Bossiere	7/11/2013	2.57%		40,382			86
Bank Note — Pioneer Place	7/11/2013	2.57%		156,764			336
Bank Note — Salem Center	7/11/2013	2.57%		41,728			89
Bank Note — Silver Lake Mall	7/11/2013	2.57%		18,228			39
Bank Note — Southwest Plaza	7/11/2013	2.57%		96,187			206
Bank Note — Spring Hill	7/11/2013	2.57%		68,088			146
Bank Note — Westwood Mall	7/11/2013	2.57%		24,117			52
Bank Note — White Mountain	7/11/2013	2.57%		10,656			23
Fashion Show	3/15/2009	6.32%		645,918			3,402
Oakwood Center	3/16/2009	1.82%		95,000			144
Palazzo	3/15/2009	6.32%		249,623			1,315
Unsecured Asset Loans:
DIP (c)	3/16/2011	13.50%		400,000			4,500
GGPLP/GGPLPLLC Revolver (b)	2/24/2010	1.25%		590,000			772
GGPLP/GGPLPLLC Senior Term (b)	2/24/2010	1.25%		1,987,500			2,600
TRUPS (b)(d)	4/30/2036	2.49%		206,200			428
Variable Rate Debt				5,684,243			16,395
Total Filing Entity Debt			$	22,213,359	(e)	$	90,409

(a)	Reflects the variable contract rate as of June 30, 2009.
(b)	All amounts for current period were paid as scheduled, except where noted (b).
(c)	Loan obtained in May (Note 6)
(d)	Junior subordinated notes of GGPLP purchased by GGP Capital Trust I, a Non-Debtor Delaware statutory trust and wholly-owned subsidiary of GGPLP, with proceeds from the sale of trust preferred securities.
(e)	Excludes liabilities to special improvement districts, senior notes discounts and purchase accounting mark-to-market adjustments.

28

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

SCHEDULE VIII
RETAINED PROFESSIONALS DETAIL

	Period Expense*
	Month ended
Name	June 30, 2009
	(In thousands)
Weil, Gotshal & Manges LLP	$	3,216
Akin Gump Strauss Hauer & Feld, LLP		2,021
Kirkland & Ellis LLP		1,519
AlixPartners, LLP		1,209
Navigant Consulting		541
Kurtzman Carson Consultants LLC		536
Miller Buckfire		331
Jenner & Block		308
Blackstone		250
Jones Day		250
FTI Consulting		234
ACG Professional, Inc.		223
CSC Corporate Service Company		168
Other		93
Total	$	10,899

* Estimated fees and expenses incurred by these professionals during the this period, although such fees and expenses remain subject to the review and approval of the Bankruptcy Court. There was no cash paid to these professionals during June 2009.

29

GENERAL GROWTH PROPERTIES, INC.
Combined Debtors Monthly Operating Report
CASE NO. 09-11977 (Jointly Administered)

Reporting Period: June 2009

SCHEDULE IX
DEBTORS QUESTIONNAIRE*

		Yes	No
1	Have any assets been sold or transferred outside the normal course of business this reporting period?		X
2	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?		X
3	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		X
4	Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5	Is the Debtor delinquent in paying any insurance premium payment?		X
6	Have any payments been made on pre-petition liabilities this reporting period?	X (1)
7	Are any post petition receivables (accounts, notes or loans) due from related parties?	X (2)
8	Are any post petition payroll taxes past due?		X
9	Are any post petition State or Federal income taxes past due?		X
10	Are any post petition real estate taxes past due?		X
11	Are any other post petition taxes past due?		X
12	Have any pre-petition taxes been paid during this reporting period?	X (3)
13	Are any amounts owed to post petition creditors delinquent?		X
14	Are any wage payments past due?		X
15	Have any post petition loans been received by the Debtor from any party?	X (4)
16	Is the Debtor delinquent in paying any U.S. Trustee fees?		X
17	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		X
18	Have the owners or shareholders received any compensation outside of the normal course of business?		X

*	Unless otherwise indicated, answer is for the combined group of Debtors (see Note 1).
(1)	An aggregate of $12.7 million has been paid by or on behalf of the Debtors with respect to prepetition liabilities as approved by the Bankruptcy Court. Such disbursements have been for employee salaries, commissions and reimbursements, taxes to government entities and for other ordinary-course professionals.
(2)	The net change in the aggregate Debtors intercompany accounts with affiliated non-debtors for the period was an increase in the amounts due to non-debtors of $8.0 million.
(3)	Included in the amounts reported in (1) above are payments of taxes of $9.5 million.
(4)	As previously described in Note 6 of the Previously filed MORS, which description is incorporated into this response by reference, the DIP Term Loan of $400 million was funded on May 15, 2009.

30