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)
November 5, 2009

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11656	42-1283895
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification
incorporation)		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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 5, 2009, General Growth Properties, Inc. (“GGP”) issued a press release describing its results of operations for its quarter ended September 30, 2009. A copy of the press release (included as pages 3-16 of the GGP supplemental information described in 7.01 below) is being furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01 REGULATION FD DISCLOSURE.

On November 5, 2009, General Growth Properties, Inc. made available on its website, certain supplemental financial information (including the press release described in Item 2.02 above) regarding its operations for the three and nine months ended September 30, 2009 and 2008. A copy of such information is being furnished as Exhibit 99.1 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.	Description
99.1	Certain supplemental financial information and press release titled “General Growth Properties, Inc. Releases Operational Results for Third Quarter 2009” dated November 5, 2009 (furnished herewith).

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.
 

/s/ Edmund Hoyt  

Edmund Hoyt 

Senior Vice President and
Chief Financial Officer 

Date: November 5, 2009

EXHIBIT INDEX

Exhibit
Number	Name
99.1	Certain supplemental financial information and press release titled “General Growth Properties, Inc. Releases Operational Results for Third Quarter 2009” dated November 5, 2009 (furnished herewith).

EX-99.1

Exhibit 99.1

General Growth Properties, Inc.

Supplemental Financial Information

For the Three and Nine Months Ended September 30, 2009

This presentation contains 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 our bankruptcy filings, our ability to refinance, extend or repay our near and intermediate term debt, our substantial level of indebtedness and interest rates, tenant occupancy and tenant bankruptcy, retail and credit market conditions, impairments, land sales in our Master Planned Communities segment, the cost and success of development and redevelopment projects, and our ability to successfully manage our strategic and financial review and our liquidity demands. Readers are referred to the documents filed by General Growth Properties, Inc. (collectively, with its subsidiaries, “GGP” or the “Company”) with the SEC, specifically the most recent reports on Form 10-K and Form 10-Q, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this supplemental financial information. The Company disclaims any obligation to update any forward-looking statements.

Supplemental Financial/Operational Data
September 30, 2009
Table of Contents

All information included in this supplemental package is unaudited and is as of September 30, 2009, unless otherwise indicated.

Corporate Overview	1 - 2
Corporate Profile	1
Corporate Overview	1
Stock Listing	1
Current Dividend	1
Investor Relations	1
Transfer Agent	1
Debt Ratings	1
Ownership Structure	2
Total Market Capitalization	2
Third Quarter Earnings Announcement	3-15
Supplemental Financial Data*	16-34
Summary Retained FFO & Core FFO	16
Tenant Allowances, Above- and Below-Market Tenant Leases & Straight Line Rent	17
Trailing Twelve Month EBITDA and Coverage Ratios	18
Comparable NOI Growth	19
Master Planned Communities	20-22
Capital Information	23
Changes in Total Common & Equivalent Shares	24
Common Dividend History	25
Summary of Outstanding Debt	26-27
Supplemental Operational Data	28-31
Operating Statistics, Certain Financial Information & Top Tenants	28
Retail Portfolio GLA, Occupancy, Sales & Rent Data	29
Retail and Other Net Operating Income by Geographic Area at Share	30
Lease Expiration Schedule and Lease Termination Income at Share	31
Expansions, Redevelopments & New Developments	32-34

* The supplemental financial data should be read in conjunction with the Company’s third quarter earnings information (included as pages 3-15 of this supplemental report) as certain disclosures and reconciliations in such announcement have not been included in the supplemental financial data.

Corporate Overview

Corporate Profile

GGP and its predecessor companies have been in the shopping center business for over fifty years. GGP is one of the largest U.S.-based publicly traded real estate investment trusts (REIT) and, subsequent to April 16, 2009, is operating under chapter 11 of the Bankruptcy Code. The Company currently has ownership interest in, or management responsibility for, a portfolio of more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. Although 166 of our owned regional malls are currently operating as debtors-in-possession under chapter 11 bankruptcy protection, our property management subsidiary, certain of our wholly-owned subsidiaries and all of our regional malls jointly owned with venture partners have not sought such bankruptcy protection. The Company’s portfolio totals approximately 200 million square feet and includes over 24,000 retail stores nationwide. Average occupancy at September 30, 2009 was 91.3% and tenant sales per square foot were $409.

Corporate Overview

The corporate mission of GGP is to create value and profit by acquiring, developing, renovating, and managing regional malls in major and middle markets throughout the United States. The Company provides investors an opportunity to participate in the ownership of high quality income producing real estate.

Stock Listing

Common Stock
OTC: GGWPQ (Commencing April 17, 2009)

Current Dividend

The Company is not currently paying a common stock dividend and does not expect to resume payment of such dividend until emergence from chapter 11 protection.

Investor Relations	Transfer Agent
Jim Graham	BNY Mellon
Senior Director, Public Affairs	Shareowner Services
General Growth Properties	480 Washington Blvd
110 North Wacker Drive	Jersey City, NJ 07310
Chicago, IL 60606	(888) 395-8037
Phone (312) 960-2955	Foreign Stockholders:
Fax (312) 994-6747	+1 201 680-6578
james.graham@ggp.com

Debt Ratings
Standard & Poors — Corporate Rating	D
Standard & Poors — Senior Debt Rating	D
Standard & Poors — TRCLP Bonds Rating	D
Moody’s — Senior Debt Rating	C
Moody’s — TRCLP Bonds Rating	C
Please visit the GGP web site for additional information:	www.ggp.com

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Summary Ownership Structure as of September 30, 2009

Total Market Capitalization - As Measured by Stock Price (dollars in thousands)			September 30, 2009
Total Portfolio Debt (Company consolidated debt plus applicable share from unconsolidated affiliates) (a) (b)			$	27,868,259
Perpetual Preferred Units (c)
Perpetual Preferred Units at 8.25%	$	5,000
Convertible Preferred Units (c)
Convertible Preferred Units at 6.50%		26,637
Convertible Preferred Units at 7.00%		25,133
Convertible Preferred Units at 8.50%		63,986
		115,756
Total Preferred Securities			$	120,756
Other Preferred Stock				476
Common Operating Partnership Units (d)
Fair value of 7.3 million shares of Operating Partnership Units (which are redeemable for an equal number of shares of common stock)				35,234
Common Stock
Stock market value of 312.4 million shares of common stock — outstanding at end of period (d) (e)			$	1,515,056
Total Market Capitalization at end of period			$	29,539,781

(a)	Excludes liabilities to special improvement districts of $67.8 million, noncontrolling interest adjustment of $70.2 million, purchase accounting mark-to-market adjustments of $40.1 million and senior notes discount of ($76.3 million).
(b)	Company consolidated debt at September 30, 2009 includes approximately $21.8 billion of mortgage and other notes payable which are currently subject to compromise as we are operating under chapter 11 protection.
(c)	Reflected at carrying value at September 30, 2009 as the Company adopted accounting principles related to noncontrolling interests in consolidated financial statements and related guidance in the first quarter of 2009 as required.
(d)	Reflects closing common stock price per share on September 30, 2009 of $4.85.
(e)	Net of 1.4 million treasury shares.

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Third Quarter Earnings Announcement

November 5, 2009

News Release	General Growth Properties, Inc.
	110 North Wacker Drive
	Chicago, IL 60606
	(312) 960-5000
	FAX (312) 960-5475

FOR IMMEDIATE RELEASE	CONTACT:	Jim Graham
		Senior Director of Public Affairs
		(312) 960-2955

General Growth Properties, Inc. Releases
Operational Results for Third Quarter 2009

Chicago, Illinois, November 5, 2009 — General Growth Properties, Inc. (the Company) reported today its third quarter 2009 operating results. For the third quarter of 2009, Core Funds From Operations (Core FFO) per fully diluted share were $0.28, Funds From Operations (FFO) per fully diluted share were $0.31 and Earnings per share — diluted (EPS) were a loss of $0.38. In the comparable 2008 period, Core FFO per fully diluted share were $0.62, FFO per fully diluted share were $0.56 and EPS were a loss of $0.08. Core FFO and FFO declined for the third quarter of 2009 as compared to the third quarter of 2008 primarily as a result of the impact of the continued weak retail market on our operations and our ongoing costs associated with our April 2009 bankruptcy filings. A Supplemental Schedule of Significant FFO Items that Impact Comparability is provided with this release. Consistent with our previous releases for this year, the third quarter and year to date 2008 results have been restated from the amounts originally reported in 2008 to reflect the adoption of two accounting pronouncements as of January 1, 2009 that required retrospective application.

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OPERATIONAL AND FINANCIAL HIGHLIGHTS

	“Although comparable and total tenant sales on a trailing twelve month basis continue to be down, third quarter 2009 comparable tenant sales were only down 4.6% as compared to the third quarter 2008,” stated Adam Metz, Chief Executive Officer of General Growth. “September 2009 comparable tenant sales actually increased 0.8% as compared to September 2008 comparable tenant sales. While we are hopeful these trends will continue, our outlook remains cautious for the upcoming Holiday season.” Elaborating on leasing spreads and Comparable NOI, Mr. Metz stressed, “We have significantly reduced tenant allowance expenditures on new leases signed such that the face rent amount is not reflective of the true value of our new leases when compared to those expiring. Further, although we have increased certain repairs and maintenance expenses in 2009 because the upkeep of our physical plant is critical to building and maintaining the long-term value of our properties, we have also negotiated reductions in certain janitorial and security contracts with no significant declines in service levels. Finally, a portion of our real estate tax increase in 2009 is a result of certain of such taxes no longer qualifying for capitalization due to decreased development spending.”
§	Core FFO is defined as Funds From Operations excluding the Real Estate Property Net Operating Income (NOI) from the Master Planned Communities segment and the benefit from (provision for) income taxes. Core FFO for the third quarter of 2009 were $88.9 million or $0.28 per fully diluted share as compared to $199.2 million or $0.62 per fully diluted share for the third quarter of 2008. During the third quarter of 2009 we recorded additional retail property, development project and goodwill impairments of $60.9 million, $0.19 per fully diluted share, which was in excess of similar provisions for impairment of $15.2 million, $0.05 per fully diluted share, recorded in the comparable 2008 period. In addition, $22.6 million, $0.07 per fully diluted share, of net reorganization items were reflected in the third quarter of 2009 as compared to no such reorganization items incurred in the third quarter of 2008. The remaining declines in Core FFO in 2009 are related to retail and other segment declines described below.
§	FFO per fully diluted share was $0.31 in the third quarter of 2009. FFO for the quarter were $100.2 million as compared to $178.9 million in the third quarter of 2008. In addition to the changes in Core FFO for 2009 as compared to 2008 listed above, during the third quarter of 2008 an impairment provision of $40.3 million, $0.13 per fully diluted share, was recorded at our Nouvelle at Natick condominium development. Reference is made to the attached Supplemental Schedule of Significant FFO Items that Impact Comparability for additional items impacting FFO comparability.
§	EPS for the third quarter of 2009 were a loss of $0.38 per share versus a loss of $0.08 in the third quarter of 2008. Our third quarter 2009 EPS were significantly impacted by the Core FFO and FFO items discussed above. In addition, there were no significant sales of Retail and Other assets in 2009 whereas, in the third quarter of 2008, we sold (in two separate transactions) two office parks located in Maryland resulting in gains of approximately $18.0 million, which, after allocation of approximately $2.9 million attributable to non-controlling interests, increased EPS by $0.05 per share in 2008.
§	Chapter 11 Cases. The Company and certain of our wholly-owned subsidiaries (representing approximately 166 of our regional malls, collectively, the “Debtors”) continue to operate as debtors-in-possession pursuant to the provisions of Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”). The Chapter 11 cases are being jointly administered in the Bankruptcy Court of the Southern District of New York (the “Bankruptcy Court”). However, our property management subsidiary, certain of our wholly-owned subsidiaries, and our joint ventures, either consolidated or unconsolidated, have not sought such Chapter 11 protection. Since the commencement of the Chapter 11 cases, the Debtors have continued their normal operations, as approved by Bankruptcy Court rulings. The Debtors have been granted the exclusive right, until February 2010 and April 2010, respectively, to present and obtain acceptance of a plan of reorganization. As part of the plan of reorganization currently being developed, the Debtors are in negotiations with certain secured lenders to extend the maturities on their mortgage loans.

SEGMENT RESULTS

Retail and Other Segment

§ Revenues from consolidated properties were $736.4 million for the third quarter of 2009 as compared to $784.3 million for the same period in 2008, while revenues from unconsolidated properties, at the Company’s ownership share, decreased to $147.6 million for the third quarter of 2009 compared to $151.4 million in the third quarter of 2008. This represents revenue declines in the current quarter of 6.1% and 2.5%, respectively, as compared to the prior year period. Revenues for both consolidated and unconsolidated properties decreased primarily in the areas of minimum rents (including temporary tenant revenues), overage rents, and other

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	revenues (including sponsorship, vending, parking and advertising) due to occupancy declines and reduced tenant sales volumes in the third quarter of 2009 as compared to the same period of 2008.
§	NOI for the third quarter of 2009 was $585.2 million, a decrease of approximately 6.0% from the $622.5 million reported in the third quarter of 2008. In addition to the revenue items discussed above, we sold two office parks in 2008 which also contributed to the decrease in NOI in 2009.
§	Total tenant sales declined 9.8% and comparable tenant sales declined 10.7% in 2009, both on a trailing 12 month basis, compared to the same period last year.
§	Comparable NOI from consolidated properties in the third quarter of 2009 declined by 6.3% compared to the third quarter of 2008. Comparable NOI from unconsolidated properties at the Company’s ownership share in the third quarter of 2009 declined 2.7% compared to the third quarter of 2008. In the aggregate, comparable retail and other NOI decreased 5.8% as compared to the third quarter of 2008. Such comparable NOI declines for the three months ended September 2009 versus the three months ended September 2008 are primarily the result of negative new leasing spreads and higher net real estate tax expense.
§	Retail Center occupancy increased slightly to 91.3% at September 30, 2009 as compared to 91.0% at June 30, 2009 but declined as compared to 92.7% at September 30, 2008. Although declines in the economy have yielded year-over-year occupancy reductions, quarter over quarter occupancy improvements in 2009 are primarily attributable to increases in shorter term tenant leasing.
§	Tenant sales per square foot for third quarter 2009 (on a trailing twelve month basis) were $409 as compared to $455 in the third quarter of 2008.

Master Planned Communities Segment

§

NOI in the third quarter of 2009 for the Master Planned Communities segment was a loss of $2.2 million for consolidated properties and $0.8 million for unconsolidated properties as compared to a loss of $42.7 million for consolidated properties and income of $3.6 million for unconsolidated properties, respectively, in the third quarter of 2008. NOI remains negative for certain communities as operating expenses cannot be completely eliminated despite the significant reduction in current sales revenues. As detailed in the Supplemental Schedule of FFO Items that Impact Comparability, the NOI loss in the third quarter of 2008 for consolidated properties is due primarily to the $40.3 million provision for impairment related to the Nouvelle at Natick condominium development. Although an auction of certain of the remaining inventory of unsold condominiums was held at Nouvelle at Natick in early October 2009, the sales prices in the executed contracts obtained did not trigger any additional impairment provisions at September 30, 2009 beyond those recognized in previous periods.

§

Land sale revenues in the third quarter of 2009 were approximately $7.4 million for consolidated properties and approximately $7.8 million for unconsolidated properties,

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compared to $6.2 million for consolidated properties and $13.1 million for unconsolidated properties, in the third quarter of 2008.

GGP INFORMATION/WEBSITE

The Company currently has ownership interest in, or management responsibility for, over 200 regional shopping malls in 44 states, as well as ownership in planned community developments and commercial office buildings. The Company’s portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. The Company’s common stock is currently traded in the over-the-counter securities market operated by Pink OTC Markets Inc. using the symbol GGWPQ. For more information, please visit the Company website at http://www.ggp.com.

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS

FUNDS FROM OPERATIONS AND CORE FFO

The Company, consistent with real estate industry and investment community preferences, uses FFO as a supplemental measure of operating performance for a Real Estate Investment Trust (REIT). The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) attributable to controlling interests (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, plus real estate related depreciation and amortization and including adjustments for unconsolidated partnerships and joint ventures.

The Company considers FFO a supplemental measure for equity REITs and a complement to GAAP measures because it facilitates an understanding of the operating performance of the Company’s properties. FFO does not give effect to real estate depreciation and amortization since 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, the Company believes that FFO provides investors with a clearer view of the Company’s operating performance. However, we believe that FFO is a less meaningful supplemental measure for the Master Planned Communities segment of our business. FFO does not facilitate an understanding of the operating performance of the Master Planned Communities segment of our business as our primary strategy in this segment is to develop and sell land in a manner that increases the value of the remaining land. In addition, the Master Planned Communities segment of our business is operated within taxable REIT subsidiaries and therefore our benefit from (provision for) income tax expense is largely attributable to this segment of the business. To isolate these parts of the Company from the Retail and Other segment, for which FFO is a relevant measure of operating performance, the Company also uses Core FFO as an operating measure. Core FFO is defined as FFO excluding the NOI from the Master Planned Communities segment and the benefit from (provision for) income taxes.

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In order to provide a better understanding of the relationship between Core FFO, FFO and GAAP net income (loss), a reconciliation of Core FFO and FFO to GAAP net income (loss) attributable to controlling interests has been provided. Neither Core FFO nor FFO represent cash flow from operating activities in accordance with GAAP, neither should be considered as an alternative to GAAP net income (loss) attributable to controlling interests and neither is necessarily indicative of cash available to fund cash needs. In addition, the Company has presented FFO on a consolidated and unconsolidated basis (at the Company’s ownership share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Company’s unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.

REAL ESTATE PROPERTY NET OPERATING INCOME (NOI) AND COMPARABLE NOI

The Company believes that NOI is a useful supplemental measure of the Company’s operating performance. The Company defines NOI as operating revenues (rental income, land sales, tenant recoveries and other income) less property and related expenses (real estate taxes, land sales operating costs, repairs and maintenance, marketing and other property expenses). As with FFO described above, NOI has been reflected on a consolidated and unconsolidated basis (at the Company’s ownership share). Other REITs may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs.

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 noncontrolling interests, reorganization items and extraordinary items, 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 (with respect to the Master Planned Communities) and operating costs. This measure thereby provides an operating perspective not immediately apparent from GAAP operating or net income attributable to controlling interests. The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results, gross margins and investment returns.

In addition, management believes that NOI provides useful information to the investment community about the Company’s operating performance. However, due to the exclusions noted above, NOI should only be used as an alternative measure of the Company’s financial performance. For reference, and as an aid in understanding management’s computation of NOI, a reconciliation of NOI to consolidated operating income as computed in accordance with GAAP has been presented.

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Comparable NOI excludes from both years the NOI of properties with significant physical or merchandising changes and those properties acquired or opened during the relevant comparative accounting periods.

PROPERTY INFORMATION

The Company has presented information on its consolidated and unconsolidated properties separately in the accompanying financial schedules. As a significant portion of the Company’s total operations are structured as joint venture arrangements which are unconsolidated, management of the Company believes that operating data with respect to all properties owned provides important insights into the income produced by such investments for the Company as a whole. In addition, the individual items of revenue and expense for the unconsolidated properties have been presented at the Company’s ownership share of such unconsolidated ventures. As substantially all of the management operating philosophies and strategies are the same regardless of ownership structure, an aggregate presentation of NOI and other operating statistics yields a more accurate representation of the relative size and significance of such elements of the Company’s overall operations.

FORWARD LOOKING STATEMENTS

This press release contains 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 bankruptcy filings of the Debtors, our ability to refinance, extend or repay our near and intermediate term debt, our substantial level of indebtedness, changes in 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 our liquidity demands. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obligation to update any forward-looking statements.

###

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GENERAL GROWTH PROPERTIES, INC.
OVERVIEW
(In thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Funds From Operations (“FFO”)
Company stockholders	$	97,963		$	150,055		$	(7,306	)	$	515,019
Operating Partnership unit holders		2,278			28,887			(181	)		102,489
Operating Partnership	$	100,241		$	178,942		$	(7,487	)	$	617,508
Decrease in FFO over comparable prior year period		(44.0	)%		(11.6	)%		(101.2	)%		(31.3	)%
FFO per share:
Company stockholders — basic	$	0.31		$	0.56		$	(0.02	)	$	1.98
Operating Partnership — basic		0.31			0.56			(0.02	)		1.98
Operating Partnership — diluted		0.31			0.56			(0.02	)		1.98
Decrease in diluted FFO per share over comparable prior year periods		(44.6	)%		(17.6	)%		(101.0	)%		(34.7	)%
Core Funds From Operations (“Core FFO”)
Core FFO	$	88,862		$	199,219		$	90,530		$	641,625
(Decrease) increase in Core FFO over comparable prior year period		(55.4	)%		2.4	%		(85.9	)%		7.2	%
Core FFO per share — diluted		0.28			0.62			0.28			2.06
(Decrease) increase in diluted Core FFO per share over comparable prior year periods		(54.8	)%		(6.1	)%		(86.4	)%		2.0	%
Dividends
Dividends paid per share	$	—		$	0.50		$	—		$	1.50
Payout ratio (% of diluted FFO paid out)		—	%		89.3	%		—	%		75.8	%
Real Estate Property Net Operating Income (“NOI”)
Retail and Other:
Consolidated	$	488,707		$	525,728		$	1,515,431		$	1,596,571
Unconsolidated		96,496			96,759			294,165			289,526
Total Retail and Other		585,203			622,487			1,809,596			1,886,097
Master Planned Communities:
Consolidated		(2,173	)		(42,700	)		(111,893	)		(42,910	)
Unconsolidated		(847	)		3,631			4,172			17,949
Total Master Planned Communities		(3,020	)		(39,069	)		(107,721	)		(24,961	)
Total Real estate property net operating income	$	582,183		$	583,418		$	1,701,875		$	1,861,136
	September 30,			December 31,
Selected Balance Sheet Information	2009			2008
Cash and cash equivalents	$	691,765		$	168,993
Investment in real estate:
Net land, buildings and equipment	$	22,047,432		$	22,723,390
Developments in progress		902,000			1,076,675
Net investment in and loans to/from Unconsolidated Real Estate Affiliates		1,979,944			1,837,635
Investment property and property held for development and sale		1,736,456			1,823,362
Net investment in real estate	$	26,665,832		$	27,461,062
Total assets	$	29,042,157		$	29,557,330
Mortgages, notes and loans payable not subject to compromise	$	3,030,340		$	24,756,577
Mortgages, notes and loans payable subject to compromise (a)		21,834,167			—
Redeemable noncontrolling interests — Preferred		120,756			120,756
Redeemable noncontrolling interests — Common		36,038			379,169
Total equity		1,574,439			1,860,407
Total capitalization (at cost)	$	26,595,740		$	27,116,909

(a) Mortgages, notes and loans payable subject to compromise are for obligations of the Debtors which principal amounts may change depending on the outcome of our Chapter 11 cases.

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GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenues:
Minimum rents	$	489,472		$	514,186		$	1,487,288		$	1,546,227
Tenant recoveries		217,040			231,548			674,750			694,727
Overage rents		10,408			14,563			26,214			38,973
Land sales		7,409			6,158			38,844			31,080
Management and other fees		14,500			21,561			49,618			63,718
Other		22,132			26,685			64,982			85,916
Total revenues		760,961			814,701			2,341,696			2,460,641
Expenses:
Real estate taxes		69,925			68,128			210,443			205,781
Repairs and maintenance		56,472			57,725			161,910			176,822
Marketing		7,358			10,425			21,840			31,477
Other property operating costs		108,009			116,329			310,208			332,047
Land sales operations		9,582			8,513			42,046			33,645
Provision for doubtful accounts		5,925			5,938			25,104			14,934
Property management and other costs		44,876			38,813			130,485			145,755
General and administrative		11,652			5,259			89,777			17,774
Provisions for impairment		60,940			55,514			474,420			56,123
Depreciation and amortization		185,016			190,386			576,103			565,888
Total expenses		559,755			557,030			2,042,336			1,580,246
Operating income		201,206			257,671			299,360			880,395
Interest income		523			950			1,754			2,957
Interest expense		(326,357	)		(330,687	)		(983,198	)		(975,682	)
Loss before income taxes, noncontrolling interests, reorganization items, and equity in income of Unconsolidated Real Estate Affiliates		(124,628	)		(72,066	)		(682,084	)		(92,330	)
Benefit from (provision for) income taxes		14,430			14,841			10,202			(1,416	)
Equity in income of Unconsolidated Real Estate Affiliates		15,341			16,939			39,218			61,912
Reorganization items		(22,597	)		—			(47,515	)		—
Loss from continuing operations		(117,454	)		(40,286	)		(680,179	)		(31,834	)
Discontinued operations — gain (loss) on dispositions		29			18,023			(26	)		55,083
Net (loss) income		(117,425	)		(22,263	)		(680,205	)		23,249
Allocation to noncontrolling interests		(422	)		1,404			7,876			(11,996	)
Net (loss) income attributable to common stockholders	$	(117,847	)	$	(20,859	)	$	(672,329	)	$	11,253
Basic and Diluted (Loss) Earnings Per Share:
Continuing operations	$	(0.38	)	$	(0.13	)	$	(2.16	)	$	(0.13	)
Discontinued operations		—			0.05			—			0.17
Total basic and diluted (loss) earnings per share	$	(0.38	)	$	(0.08	)	$	(2.16	)	$	0.04

10

GENERAL GROWTH PROPERTIES, INC.
PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS (“FFO”)
(In thousands)

	Three Months Ended September 30, 2009
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	489,472		$	94,264		$	583,736
Tenant recoveries		217,040			39,718			256,758
Overage rents		10,408			1,442			11,850
Other, including noncontrolling interests		19,476			12,172			31,648
Total property revenues		736,396			147,596			883,992
Property operating expenses:
Real estate taxes		69,925			11,775			81,700
Repairs and maintenance		56,472			8,784			65,256
Marketing		7,358			1,484			8,842
Other property operating costs		108,009			27,518			135,527
Provision for doubtful accounts		5,925			1,539			7,464
Total property operating expenses		247,689			51,100			298,789
Retail and other net operating income		488,707			96,496			585,203
Master Planned Communities
Land sales		7,409			7,800			15,209
Land sales operations		(9,582	)		(8,647	)		(18,229	)
Master Planned Communities net operating loss		(2,173	)		(847	)		(3,020	)
Real estate property net operating income		486,534			95,649		$	582,183
Management and other fees		14,500			4,267
Property management and other costs		(44,876	)		(8,660	)
General and administrative		(11,652	)		(1,390	)
Provisions for impairment		(60,940	)		—
Depreciation on non-income producing assets, including headquarters building		(2,328	)		—
Interest income		523			1,040
Interest expense		(326,357	)		(36,811	)
Benefit from (provision for) income taxes		14,430			(31	)
Preferred unit distributions		(2,336	)		—
Other FFO from noncontrolling interests		1,246			30
Reorganization items		(22,597	)		—
FFO		46,147			54,094
Equity in FFO of Unconsolidated Properties		54,094			(54,094	)
Operating Partnership FFO	$	100,241		$	—

	Three Months Ended September 30, 2008
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	514,186		$	96,151		$	610,337
Tenant recoveries		231,548			40,369			271,917
Overage rents		14,563			2,002			16,565
Other, including noncontrolling interests		23,976			12,840			36,816
Total property revenues		784,273			151,362			935,635
Property operating expenses:
Real estate taxes		68,128			10,348			78,476
Repairs and maintenance		57,725			8,763			66,488
Marketing		10,425			1,940			12,365
Other property operating costs		116,329			32,322			148,651
Provision for doubtful accounts		5,938			1,230			7,168
Total property operating expenses		258,545			54,603			313,148
Retail and other net operating income		525,728			96,759			622,487
Master Planned Communities
Land sales		6,158			13,144			19,302
Land sales operations		(8,513	)		(9,513	)		(18,026	)
Master Planned Communities net operating (loss) income before provision for impairment		(2,355	)		3,631			1,276
Provision for impairment		(40,345	)		—			(40,345	)
Master Planned Communities net operating (loss) income		(42,700	)		3,631			(39,069	)
Real estate property net operating income		483,028			100,390		$	583,418
Management and other fees		21,561			5,444
Property management and other costs		(38,813	)		(12,230	)
General and administrative		(5,259	)		(2,997	)
Provisions for impairment		(15,169	)		(61	)
Depreciation on non-income producing assets, including headquarters building		(2,518	)		—
Interest income		950			1,653
Interest expense		(330,687	)		(44,208	)
Benefit from income taxes		14,841			3,951
Preferred unit distributions		(2,339	)		—
FFO from noncontrolling interest		1,375			30
FFO		126,970			51,972
Equity in FFO of Unconsolidated Properties		51,972			(51,972	)
Operating Partnership FFO	$	178,942		$	—

11

GENERAL GROWTH PROPERTIES, INC.
PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS (“FFO”)
(In thousands)

	Nine Months Ended September 30, 2009
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	1,487,288		$	288,698		$	1,775,986
Tenant recoveries		674,750			119,259			794,009
Overage rents		26,214			3,632			29,846
Other, including minority interest		56,684			37,813			94,497
Total property revenues		2,244,936			449,402			2,694,338
Property operating expenses:
Real estate taxes		210,443			36,620			247,063
Repairs and maintenance		161,910			25,529			187,439
Marketing		21,840			4,234			26,074
Other property operating costs		310,208			84,262			394,470
Provision for doubtful accounts		25,104			4,592			29,696
Total property operating expenses		729,505			155,237			884,742
Retail and other net operating income		1,515,431			294,165			1,809,596
Master Planned Communities
Land sales		38,844			26,320			65,164
Land sales operations		(42,046	)		(22,148	)		(64,194	)
Master Planned Communities net operating (loss) income before provision for impairment		(3,202	)		4,172			970
Provision for impairment		(108,691	)		—			(108,691	)
Master Planned Communities net operating (loss) income		(111,893	)		4,172			(107,721	)
Real estate property net operating income		1,403,538			298,337		$	1,701,875
Management and other fees		49,618			12,195
Property management and other costs		(130,485	)		(26,960	)
General and administrative		(89,777	)		(8,133	)
Provisions for impairment		(365,729	)		(3,206	)
Depreciation on non-income producing assets, including headquarters building		(7,201	)		—
Interest income		1,754			2,972
Interest expense		(983,198	)		(120,395	)
Benefit from (provision for) income taxes		10,202			(498	)
Preferred unit distributions		(7,007	)		—
Other FFO from noncontrolling interests		3,912			89
Reorganization items		(47,515	)		—
FFO		(161,888	)		154,401
Equity in FFO of Unconsolidated Properties		154,401			(154,401	)
Operating Partnership FFO	$	(7,487	)	$	—

	Nine Months Ended September 30, 2008
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	1,546,227		$	283,387		$	1,829,614
Tenant recoveries		694,727			118,982			813,709
Overage rents		38,973			5,037			44,010
Other, including minority interest		77,705			44,393			122,098
Total property revenues		2,357,632			451,799			2,809,431
Property operating expenses:
Real estate taxes		205,781			33,929			239,710
Repairs and maintenance		176,822			27,009			203,831
Marketing		31,477			5,719			37,196
Other property operating costs		332,047			93,604			425,651
Provision for doubtful accounts		14,934			2,012			16,946
Total property operating expenses		761,061			162,273			923,334
Retail and other net operating income		1,596,571			289,526			1,886,097
Master Planned Communities
Land sales		31,080			54,064			85,144
Land sales operations		(33,645	)		(36,115	)		(69,760	)
Master Planned Communities net operating (loss) income before provision for impairment		(2,565	)		17,949			15,384
Provision for impairment		(40,345	)		—			(40,345	)
Master Planned Communities net operating (loss) income		(42,910	)		17,949			(24,961	)
Real estate property net operating income		1,553,661			307,475		$	1,861,136
Management and other fees		63,718			15,952
Property management and other costs		(145,755	)		(32,058	)
General and administrative		(17,774	)		(7,717	)
Provisions for impairment		(15,778	)		(61	)
Depreciation on non-income producing assets, including headquarters building		(7,916	)		—
Interest income		2,957			4,724
Interest expense		(975,682	)		(125,195	)
(Provision for) benefit from income taxes		(1,416	)		2,260
Preferred unit distributions		(8,145	)		—
FFO from noncontrolling interest		4,167			91
FFO		452,037			165,471
Equity in FFO of Unconsolidated Properties		165,471			(165,471	)
Operating Partnership FFO	$	617,508		$	—

12

GENERAL GROWTH PROPERTIES, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
(In thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Reconciliation of Real Estate Property Net Operating Income (“NOI”) to GAAP Operating Income
Real estate property net operating income:
Segment basis	$	582,183		$	583,418		$	1,701,875		$	1,861,136
Unconsolidated Properties		(95,649	)		(100,390	)		(298,337	)		(307,475	)
Consolidated Properties		486,534			483,028			1,403,538			1,553,661
Management and other fees		14,500			21,561			49,618			63,718
Property management and other costs		(44,876	)		(38,813	)		(130,485	)		(145,755	)
General and administrative		(11,652	)		(5,259	)		(89,777	)		(17,774	)
Provisions for impairment		(60,940	)		(15,169	)		(365,729	)		(15,778	)
Depreciation and amortization		(185,016	)		(190,386	)		(576,103	)		(565,888	)
Noncontrolling interest in NOI of Consolidated Properties and other		2,656			2,709			8,298			8,211
Operating income	$	201,206		$	257,671		$	299,360		$	880,395
Reconciliation of Core FFO to Funds From Operations (“FFO”) and to GAAP Net (Loss) Income Attributable to Controlling Interest
Core FFO	$	88,862		$	199,219		$	90,530		$	641,625
Master Planned Communities net operating loss		(3,020	)		(39,069	)		(107,721	)		(24,961	)
Benefit from (provision for) income taxes		14,399			18,792			9,704			844
Funds From Operations — Operating Partnership		100,241			178,942			(7,487	)		617,508
Depreciation and amortization of capitalized real estate costs		(221,460	)		(222,918	)		(684,142	)		(661,578	)
Discontinued operations — gain (loss) on dispositions		29			18,023			(26	)		55,083
Noncontrolling interests in depreciation of Consolidated Properties and other		862			833			2,629			2,481
Redeemable noncontrolling interests		2,481			4,261			16,697			(2,241	)
Net (loss) income attributable to common stockholders	$	(117,847	)	$	(20,859	)	$	(672,329	)	$	11,253
Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates
Equity in Unconsolidated Properties:
NOI	$	95,649		$	100,390		$	298,337		$	307,475
Net property management fees and costs		(4,393	)		(6,786	)		(14,765	)		(16,106	)
Net interest expense		(35,771	)		(42,555	)		(117,423	)		(120,471	)
General and administrative, provisions for impairment, income taxes and noncontrolling interest in FFO		(1,391	)		923			(11,748	)		(5,427	)
FFO of unconsolidated properties		54,094			51,972			154,401			165,471
Depreciation and amortization of capitalized real estate costs		(38,770	)		(35,050	)		(115,239	)		(103,607	)
Other, including gains on sales of investment properties		17			17			56			48
Equity in income of Unconsolidated Real Estate Affiliates	$	15,341		$	16,939		$	39,218		$	61,912
Reconciliation of Weighted Average Shares Outstanding
Basic:
Weighted average number of shares outstanding — FFO per share		319,628			319,527			319,606			311,806
Conversion of Operating Partnership units		(7,265	)		(51,582	)		(7,745	)		(51,751	)
Weighted average number of Company shares outstanding — GAAP EPS		312,363			267,945			311,861			260,055
Diluted:
Weighted average number of shares outstanding — FFO per share		319,628			319,527			319,606			311,806
Conversion of Operating Partnership units		(7,265	)		(51,582	)		(7,745	)		(51,751	)
Weighted average number of Company shares outstanding — GAAP EPS		312,363			267,945			311,861			260,055

13

GENERAL GROWTH PROPERTIES, INC.
SUPPLEMENTAL DISCLOSURE OF CERTAIN NON-CASH REVENUES AND EXPENSES
REFLECTED IN FFO
(In thousands)

	Three Months Ended						Three Months Ended
	September 30, 2009						September 30, 2008
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Minimum rents:
Above- and below-market tenant leases, net	$	2,737		$	384		$	3,191		$	2,152
Straight-line rent		8,480			2,998			11,253			2,056
Real estate taxes:
Real estate tax stabilization agreement		(981	)		—			(981	)		—
Other property operating costs:
Non-cash ground rent expense		(1,576	)		(247	)		(1,705	)		(231	)
Provisions for impairment		(60,940	)		—			(55,514	)		(61	)
Interest expense:
Mark-to-market adjustments on debt		3,294			155			3,622			739
Amortization of deferred finance costs		(9,916	)		(396	)		(10,479	)		(675	)
Amortization of discount on exchangeable notes		(6,897	)		—			(6,492	)		—
Termination of interest rate swaps		(4,519	)		—			—			—
Statutory interest expense on Glendale judgment		—			—			(2,249	)		—
Debt extinguishment costs:
Write-off of mark-to-market adjustments		—			—			212			—
Write-off of deferred finance costs		—			—			(50	)		244
Totals	$	(70,318	)	$	2,894		$	(59,192	)	$	4,224
	Nine Months Ended						Nine Months Ended
	September 30, 2009						September 30, 2008
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Minimum rents:
Above- and below-market tenant leases, net	$	6,094		$	3,317		$	11,938		$	6,432
Straight-line rent		27,173			9,523			33,156			6,990
Real estate taxes:
Real estate tax stabilization agreement		(2,943	)		—			(2,943	)		—
Other property operating costs:
Non-cash ground rent expense		(4,740	)		(927	)		(5,260	)		(693	)
Provisions for impairment		(474,420	)		(3,206	)		(56,123	)		(61	)
Interest expense:
Mark-to-market adjustments on debt		9,357			1,486			12,143			2,204
Amortization of deferred finance costs		(35,889	)		(1,221	)		(22,709	)		(1,496	)
Amortization of discount on exchangeable notes		(20,347	)		—			(19,150	)		—
Termination of interest rate swaps		14,156			—			—			—
Statutory interest expense on Glendale judgment		—			—			(6,706	)		—
Debt extinguishment costs:
Write-off of mark-to-market adjustments		—			—			212			—
Write-off of deferred finance costs		(578	)		—			157			—
Totals	$	(482,137	)	$	8,972		$	(55,285	)	$	13,376

WEIGHTED AVERAGE SHARES
(In thousands)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Basic		312,363		267,945		311,861		260,055
Diluted		312,363		267,945		311,861		260,055
Assuming full conversion of Operating Partnership units:
Basic		319,628		319,527		319,606		311,806
Diluted		319,628		319,527		319,606		311,806

14

GENERAL GROWTH PROPERTIES, INC.
SUPPLEMENTAL SCHEDULE OF SIGNIFICANT FFO ITEMS THAT IMPACT COMPARABILITY (a)
(In thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Operating Partnership FFO	$	100,241		$	178,942		$	(7,487	)	$	617,508
Operating Partnership FFO per share — diluted	$	0.31		$	0.56		$	(0.02	)	$	1.98
Significant items that affect comparability increase (decrease)
Provisions for impairment:
Operating properties		18,161			7,819			139,583			7,819
Non-recoverable development costs		36,496			7,411			94,319			8,020
Goodwill		6,283			—			135,033			—
Core FFO Impairments		60,940			15,230			368,935			15,839
Master planned communities impairment — net of tax (b)		—			40,345			86,394			40,345
Total impairments		60,940			55,575			455,329			56,184
Restructuring costs (c)		77			—			43,161			—
Financing costs — proposed transactions (d)		3,250			—			24,179			—
Termination of interest rate swaps		—			—			34,813			—
Reorganization items (e)		22,597			—			47,515			—
Statutory interest expense on Glendale Judgement		—			2,249			—			6,706
Termination income		(3,859	)		(6,359	)		(24,412	)		(34,842	)
Operating Partnership FFO as adjusted for comparability	$	183,246		$	230,407		$	573,098		$	645,556
Adjusted Operating Partnership FFO per share — diluted	$	0.57		$	0.72		$	1.79		$	2.07

(a)	Includes consolidated and unconsolidated properties.
(b)	Master planned communities impairment is presented net of tax. Included in the nine months ended September 30, 2009 is a $55.9 million impairment charge related to our Nouvelle at Natick condominium project, which did not result in a tax benefit due to a valuation allowance on the related deferred tax asset as a result of filing for Chapter 11 protection.
(c)	Restructuring costs include fees and expenses incurred for various consultants and advisors that assisted in the development of strategic alternatives relating to our liquidity and financing situation prior to filing for Chapter 11 protection on April 16, 2009. Amounts reflected in the three months ended September 30, 2009 include adjustments to amounts previously accrued.
(d)	Financing costs — proposed transactions reflects the write off of various financing costs on proposed transactions which were not completed.
(e)	Reorganization items reflect bankruptcy-related activity, including gains on liabilities subject to compromise, interest income, U.S. Trustee fees, and other restructuring costs, incurred after filing for Chapter 11 protection on April 16, 2009.

15

Supplemental Financial Data

GENERAL GROWTH PROPERTIES, INC.
SUMMARY RETAINED FFO & CORE FFO
(dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008 (a)			2009			2008 (a)
Cash From Recurring Operations
FFO — Operating Partnership	$	100,241		$	178,942		$	(7,487	)	$	617,508
Plus (Less):
Master Planned Communities Non-cash adjustment		(949	)		(2,004	)		62,321			(12,608	)
Land development expenditures net of related financing		(1,384	)		(18,152	)		(17,576	)		(68,744	)
Deferred income taxes		(1,531	)		(17,435	)		(11,328	)		(18,680	)
Tenant allowances and capitalized leasing costs (b)		(16,620	)		(46,956	)		(57,793	)		(133,037	)
Capital Expenditures (c)		(3,362	)		(16,388	)		(9,997	)		(39,333	)
Above- and below-market tenant leases, net		(3,121	)		(5,343	)		(9,411	)		(18,370	)
Straight-line rent adjustment		(11,478	)		(13,309	)		(36,696	)		(40,146	)
Real estate tax stabilization agreement		981			981			2,943			2,943
Non-cash ground rent expense		1,823			1,936			5,667			5,953
Provisions for impairment		60,940			55,575			477,626			56,184
Mark-to-market adjustments on debt		(3,449	)		(4,361	)		(10,843	)		(14,347	)
Amortization of deferred finance costs		10,312			11,154			37,110			24,205
Amortization of discount on exchangeable notes		6,897			6,492			20,347			19,150
Termination of interest rate swaps		4,519			—			(14,156	)		—
Statutory interest expense on Glendale judgment		—			2,249			—			6,706
Debt extinguishment costs:
Write-off of mark-to-market adjustments		—			(212	)		—			(212	)
Write-off of deferred finance costs		—			(194	)		578			(157	)
Cash From Recurring Operations — Operating Partnership	$	143,819		$	132,975		$	431,305		$	387,015
Retained Funds From Recurring Operations
Cash From Recurring Operations — Operating Partnership (from above)	$	143,819		$	132,975		$	431,305		$	387,015
Less common and preferred dividends/distributions paid		(357	)		(159,866	)		(982	)		(467,589	)
Retained Funds From Recurring Operations — Operating Partnership	$	143,462		$	(26,891	)	$	430,323		$	(80,574	)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008 (a)			2009			2008 (a)
Core FFO
Operating Partnership FFO	$	100,241		$	178,942		$	(7,487	)	$	617,508
Exclusions, at the Company’s share:
Master Planned Communities net operating loss		3,020			39,069			107,721			24,961
(Benefit from) provision for income taxes		(14,399	)		(18,792	)		(9,704	)		(844	)
Core FFO	$	88,862		$	199,219		$	90,530		$	641,625
Weighted average shares assuming full conversion of Operating Partnership Units — diluted		319,628			319,527			319,606			311,806
Core FFO — per share	$	0.28		$	0.62		$	0.28		$	2.06

(a)	Certain prior period amounts have been reclassified to conform to the current period presentation. In addition, as a result of the adoption of two new accounting pronouncements effective January 1, 2009 which require retrospective application, certain amounts in 2008 have been restated.
(b)	Reflects only tenant allowances on currently operating properties or projects; allowances that relate to new and redevelopment projects are excluded (see Expansions, Redevelopments and New Developments Section).
(c)	Reflects only non-tenant operating capital expenditures; tenant allowances (per (a) above) and capital expenditures that relate to new and redevelopment/renovation projects are excluded.

16

GENERAL GROWTH PROPERTIES, INC.
TENANT ALLOWANCES, ABOVE- AND BELOW-MARKET TENANT LEASES & STRAIGHT LINE RENT
(dollars in thousands)

Tenant Allowances/Improvements and
Capitalized Leasing Costs (a)

Non-Cash Rental Revenue Recognized Pursuant to
Above- and Below-Market Tenant Leases

Straight Line Rent

(a)	Reflects only tenant allowances on currently operating properties or projects; allowances that relate to new and redevelopment projects are excluded (see Expansions, Redevelopments and New Developments Section).
(b)	Certain amounts have been reclassified to conform to the current period presentation.

17

GENERAL GROWTH PROPERTIES, INC.
TRAILING TWELVE MONTH EBITDA AND COVERAGE RATIOS (a)
(dollars in thousands)

	Twelve Months Ended
	9/30/09			6/30/09			3/31/2009			12/31/2008 (b)
Pro Rata EBITDA (a)
Net (loss) income attributable to controlling interests	$	(678,863	)	$	(581,877	)	$	(394,724	)	$	4,719
Discontinued operations losses (gains) on dispositions		65			(17,928	)		(45,946	)		(46,001	)
Allocation to noncontrolling interests		(5,920	)		(7,746	)		(7,429	)		4,909
Interest expense		1,431,216			1,439,636			1,431,358			1,437,722
Provision for (benefit from) income taxes		12,726			8,334			(100	)		21,586
Amortization of deferred finance costs		56,450			59,953			59,399			47,963
Debt extinguishment costs		5,954			5,547			5,214			5,007
Interest income (c)		(6,156	)		(7,213	)		(8,758	)		(9,334	)
Depreciation and amortization		918,033			919,679			924,313			896,187
Pro Rata EBITDA	$	1,733,505		$	1,818,385		$	1,963,327		$	2,362,758
Net Interest (a)
Amortization of deferred finance costs		(56,450	)		(59,953	)		(59,399	)		(47,963	)
Debt extinguishment costs		(5,954	)		(5,547	)		(5,214	)		(5,007	)
Interest expense		(1,431,216	)		(1,439,636	)		(1,431,358	)		(1,437,722	)
Interest income (c)		6,156			7,213			8,758			9,334
Net interest	$	(1,487,464	)	$	(1,497,923	)	$	(1,487,213	)	$	(1,481,358	)
Interest Coverage Ratio		1.17			1.21			1.32			1.59
Fixed Charges (d)
Net interest	$	(1,487,464	)	$	(1,497,923	)	$	(1,487,213	)	$	(1,481,358	)
Preferred unit distributions		(9,434	)		(9,437	)		(10,005	)		(10,572	)
Fixed charges	$	(1,496,898	)	$	(1,507,360	)	$	(1,497,218	)	$	(1,491,930	)
Ratio of Pro Rata EBITDA to Fixed Charges		1.16			1.21			1.31			1.58
Fixed Charges & Common Dividend
Fixed Charges	$	(1,496,898	)	$	(1,507,360	)	$	(1,497,218	)	$	(1,491,930	)
Common Dividend/Distributions		(1,084	)		(160,593	)		(319,862	)		(467,691	)
Fixed Charges & Common Dividend	$	(1,497,982	)	$	(1,667,953	)	$	(1,817,080	)	$	(1,959,621	)
Ratio of Pro Rata EBITDA to Fixed Charges & Common Dividend (e)		1.16			1.09			1.08			1.21

(a)	Includes operations of the Unconsolidated Real Estate Affiliates at the Company’s share. The above ratios are lower than those of the revolver and term loan facility, due to certain adjustments per the loan agreement.
(b)	Certain prior period amounts have been reclassified to conform to the current period presentation. In addition, as a result of the adoption of two accounting pronouncements effective January 1, 2009 which require retrospective application, certain amounts in 2008 have been restated.
(c)	The twelve months ended June 30, 2009 and September 30, 2009 include interest income from cash accumulated as a result of the Chapter 11 cases of $7.3 thousand and $23.8 thousand, respectively.
(d)	Excludes principal amortization payment and does not reflect any default rate interest charges.
(e)	The common dividend was suspended in October 2008, and accordingly, these computed ratios may not be comparable to historical amounts or to those of our competitors.

18

GENERAL GROWTH PROPERTIES, INC.
COMPARABLE NOI GROWTH
(dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Comparable NOI Growth	2009			2008			2009			2008
Total Retail and Other NOI	$	585,203		$	622,487		$	1,809,596		$	1,886,097
NOI from noncomparable properties		(17,183	)		(16,658	)		(50,065	)		(53,972	)
Corporate and other (a)		(1,045	)		(4,221	)		(8,006	)		(10,018	)
Comparable NOI (b)	$	566,975		$	601,608		$	1,751,525		$	1,822,107
Decrease in Comparable NOI		-5.8	%					-3.9	%

(a)	Represents miscellaneous items that are included in the Total Retail and Other NOI line item that are not specifically related to operations.
(b)	Comparable properties are properties that have been owned and operated for the entire time during the compared accounting periods, excluding those properties at which significant physical or merchandising changes have been made and miscellaneous (non-retail) properties.

Excluding termination income from both three and nine month periods, the change in comparable NOI was -5.4% and -3.3%, respectively.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Comparable NOI (from above)	$	566,975		$	601,608		$	1,751,525		$	1,822,107
Comparable termination income		(3,859	)		(6,300	)		(23,314	)		(34,486	)
Comparable NOI excluding termination income	$	563,116		$	595,308		$	1,728,211		$	1,787,621
Decrease in Comparable NOI excluding termination income		-5.4	%					-3.3	%

19

GENERAL GROWTH PROPERTIES, INC.
MASTER PLANNED COMMUNITIES — NET OPERATING INCOME BY COMMUNITY
(dollars in thousands)

													Unconsolidated
	Consolidated Properties												Property @ Share			Company Portfolio
	Maryland									Total						Total MPC
	Properties (a)			Summerlin			Bridgeland			Consolidated			The Woodlands			Segment
Three Months Ended
September 30, 2009
Land Sales (b)	$	1,114		$	2,035		$	4,260		$	7,409		$	7,800		$	15,209
Land Sales Operations (c) (d) (e)		1,001			4,317			2,812			8,130			8,647			16,777
Net Operating Income (Loss)	$	113		$	(2,282	)	$	1,448		$	(721	)	$	(847	)	$	(1,568	)
September 30, 2008
Land Sales (b)	$	1,368		$	2,415		$	2,375		$	6,158		$	13,144		$	19,302
Land Sales Operations (c) (d)		1,330			4,692			2,491			8,513			9,513			18,026
Net Operating Income (Loss)	$	38		$	(2,277	)	$	(116	)	$	(2,355	)	$	3,631		$	1,276
Nine Months Ended
September 30, 2009
Land Sales (b)	$	20,289		$	9,421		$	9,134		$	38,844		$	26,320		$	65,164
Land Sales Operations (c) (d) (e)		70,760			15,766			6,836			93,362			22,148			115,510
Net Operating Income (Loss) (f)	$	(50,471	)	$	(6,345	)	$	2,298		$	(54,518	)	$	4,172		$	(50,346	)
September 30, 2008
Land Sales (b)	$	2,345		$	18,539		$	10,196		$	31,080		$	54,064		$	85,144
Land Sales Operations (c) (d)		3,656			21,119			8,870			33,645			36,115			69,760
Net Operating Income (Loss)	$	(1,311	)	$	(2,580	)	$	1,326		$	(2,565	)	$	17,949		$	15,384

(a)	Maryland Properties include Columbia and Fairwood and Land Sales Operations for such communities includes an approximate $52.8 million impairment charge recorded in the first quarter of 2009.
(b)	Includes builder price participation.
(c)	Land Sales Operations includes selling and general and administrative expenses.
(d)	Land Sales Operations for Summerlin includes quarterly accruals for semi-annual distributions pursuant to the Contingent Stock Agreement (“CSA”).
(e)	Excludes $1.5 million of GGP funding of Homeowner’s Association costs at Nouvelle at Natick.
(f)	Master Planned Communities Net Operating Income (Loss) before Provision for Impairment excludes provision for impairment ($55.9M) related to our Nouvelle at Natick residential development project recorded in the second quarter of 2009.

20

GENERAL GROWTH PROPERTIES, INC.
MASTER PLANNED COMMUNITIES — BOOK VALUE AND NET CASH FLOW GENERATED (a)
(dollars in thousands)

BOOK VALUE (b)

	Net Book Value
	September 30, 2009
Investment Land and Land Held for Development and Sale:
Maryland Properties (c)	$	152,310
Summerlin		1,108,948
Bridgeland		403,098
Consolidated Communities	$	1,664,356
The Woodlands (at GGP 52.5% share)		138,743
Total Master Planned Communities	$	1,803,099

NET CASH FLOW GENERATED

	Nine Months Ended September 30,
	2009			2008
Net Operating Income	$	(50,346	)	$	15,384
Cost of Land Sales		20,148			6,269
The Woodlands NOI (d)		(4,172	)		(17,949	)
The Woodlands Cash Distribution (d)		—			—
Other Adjustments to Derive Cash Generated (e)		46,345			(929	)
Non-cash Adjustments		62,321			(12,609	)
Total Cash Generated		11,975			2,775
Land Development Expenditures, Net of Related Financing		(17,576	)		(68,745	)
Estimated Net Cash Flow from Master Planned Communities (f)	$	(5,601	)	$	(65,970	)

(a)	Excludes operations from our residential condominium project.
(b)	The net book value reflects the recorded carrying amount of the assets in the Company’s financial statements. The book value of The Woodlands is the recorded carrying amount of the Company’s investment in The Woodlands Land Development Company L.P., the investment entity for the community development portion of The Woodlands. The book value at September 30, 2009 likely exceeds the current market or liquidation value for certain properties; however, no additional impairments of such properties are appropriate for financial statement purposes as the book value is recoverable based upon the future projected sales and development program for the respective properties. These book values of gross assets are not property appraisals and do not reflect the market value that may be obtained from a third party in individual lot or bulk sale transactions.
(c)	Maryland Properties include Columbia and Fairwood.
(d)	Since The Woodlands partnership retains all funds until the end of the year, The Woodlands NOI is excluded from the Estimated Net Cash Flow generated by Master Planned Communities segment. The Woodlands partnership did not distribute any cash during the fourth quarter of 2008.
(e)	Includes an approximate $52.8 million impairment charge recorded in the first quarter of 2009, collections of builder notes receivable, deposits on future sales, conversion of accrual basis expenses to a cash basis including semi-annual distributions pursuant to the CSA, builder price participation and other miscellaneous items.
(f)	Estimated net cash flow used excludes the estimated semi-annual distributions to be paid pursuant to the CSA, an unsecured obligation of the Company set forth in an executory contract which, subject to the approval of the Bankruptcy Court, may be assumed or rejected by the Debtors. It does not, however, include any provision for income taxes on the earnings of the Master Planned Communities segment which is operated through taxable REIT subsidiaries.

21

GENERAL GROWTH PROPERTIES, INC.
MASTER PLANNED COMMUNITIES — LOT SALES, PRICING AND ACREAGE BY COMMUNITY (a)
(dollars in thousands)

		Lot Sales and Pricing (b)				Acreage (c)
		Nine Months Ended				Total		Remaining
		September 30,				Gross		Saleable
		2009		2008		Acres		Acres
Maryland Properties (d)
Residential	- Acres Sold		229.0		—				17
	- Average Price/Acre	$	79	$	—
Commercial	- Acres Sold		—		—				244
	- Average Price/Acre	$	—	$	—
Maryland Properties Acreage							19,100		261
Summerlin (e)
Residential	- Acres Sold		—		3.1				6,559
	- Average Price/Acre	$	—	$	1,868
Commercial	- Acres Sold		4.4		—				625
	- Average Price/Acre	$	999	$	—
Summerlin Acreage							22,500		7,184
Bridgeland
Residential	- Acres Sold		29.6		34.4				5,958
	- Average Price/Acre	$	271	$	261
Commercial	- Acres Sold		14.80		—				1,246
	- Average Price/Acre	$	50	$	—
Bridgeland Acreage							11,400		7,204
The Woodlands (f)
Residential	- Acres Sold		96.6		189.3				1,661
	- Average Price/Acre	$	402	$	383
Commercial	- Acres Sold		15.90		28.3				1,077
	- Average Price/Acre	$	360	$	753
The Woodlands Acreage							28,400		2,738

(a)	Excludes operations from our residential condominium project.
(b)	Lot Sales and Pricing — This is the aggregate contract price paid for all parcels sold in that community of that property type, divided by the relevant acres sold in that period and is based on sales closed. This average price can fluctuate widely, depending on location of the parcels within a community and the unit price and density of what is sold. Note also that the price indicated does not include payments received under builders’ price participation agreements, where the Company may receive additional proceeds post-sale and record those revenues at that later date, based on the final selling price of the home. In some cases, these payments have been significant with respect to the initial lot price. In addition, there will be other timing differences between lot sales and reported revenue, due to financial statement revenue recognition limitations. The above pricing data also does not reflect the impact of income tax and the CSA, which can have a material impact on valuation. Due to the possibility of wide fluctuations in any given period, drawing broad conclusions based on any given quarter’s data is not recommended.
	Reference is made to other disclosures in our filings on Forms 10-Q and 10-K, as well as page 21 of this supplemental financial information for a discussion of the valuation of this segment of our business.
(c)	Acreage:
	Residential — This includes standard, custom, and high density residential land parcels. Standard residential lots are designated for detached and attached single- and multi-family homes, of a broad range, from entry-level to luxury homes. At Summerlin, we have designated certain residential parcels as custom lots as their premium price reflects their larger size and other distinguishing features — such as being within a gated community, having golf course access, or being located at higher elevations. High density residential includes townhomes, apartments, and condominiums.
	Commercial — Designated for retail, office, services, and other for-profit activities, as well as those parcels allocated for use by government, schools, houses of worship, and other not-for-profit entities.
	Gross Acres — Encompasses all of the land located within the borders of the master planned community, including parcels already sold, saleable parcels, and non-saleable areas, such as roads, parks, and recreation and conservation areas.
	Remaining Saleable Acres — Includes only parcels that are intended for sale. Excludes non-saleable acres as defined above. The mix of intended use, as well as the amount of remaining saleable acres, are primarily based on assumptions regarding entitlements and zoning of the remaining project and are likely to change over time as the master plan is refined.
(d)	Maryland Properties include Columbia and Fairwood.
(e)	Summerlin — Does not reflect impact of CSA. Please refer to most recent Form 10-K and 10-Q for more information. Average price per acre includes assumption of special improvement district financing.
(f)	The Woodlands — Shown at 100% for context. GGP Share of The Woodlands is 52.5%.

22

GENERAL GROWTH PROPERTIES, INC.
CAPITAL INFORMATION
(dollars in thousands except per share data)

	9/30/2009			12/31/2008			12/31/2007			12/31/2006
Capital Information
Closing common stock price per share	$	4.85		$	1.29		$	41.18		$	52.23
52 Week High (a)		15.00			44.23			67.43			55.70
52 Week Low (a)		0.24			0.24			39.31			42.36
Total Return — Trailing Twelve Months (share depreciation / appreciation and dividend)		-61.3	%		-93.2	%		-17.6	%		14.7	%
Common Shares and Common Units outstanding at end of period		319,647,508	(b)		319,576,582	(b)		295,749,082			294,957,220
Portfolio Capitalization Data
Total Portfolio Debt (d)
Fixed	$	21,814,019		$	23,070,699		$	23,580,449		$	21,172,774
Variable		6,054,240			4,755,927			3,546,063			2,980,055
Total Preferred Securities		121,232			121,232			121,482			182,828
Stock market value of common stock and Operating Partnership units outstanding at end of period		1,550,290			412,254			12,178,947			15,405,616
Total Market Capitalization at end of period	$	29,539,781	(e)	$	28,360,112		$	39,426,941		$	39,741,273
Leverage Ratio (%)		94.3	%		98.1	%		68.8	%		60.8	%

(a)	52-week pricing information includes intra-day highs and lows.
(b)	Net of 1.4 million treasury shares; assumes conversion of OP units.
(c)	Excludes liabilities to special improvement districts, noncontrolling interest adjustment and purchase accounting mark-to-market adjustments and includes the effect of interest rate swaps.
(d)	Company consolidated debt at September 30, 2009 includes approximately $21.8 billion of mortgage and other notes payable which are currently subject to compromise as we are operating under chapter 11 protection.
(e)	Excludes shares of common stock issuable on any exchange of the 3.98% Senior Exchangeable Notes due 2027, as such notes are not currently exchangeable due to our bankruptcy filing as of the period ended September 30, 2009.

Portfolio Capitalization
(at Share)
September 30, 2009

23

GENERAL GROWTH PROPERTIES, INC.
CHANGES IN TOTAL COMMON & EQUIVALENT SHARES

	Operating			Company					Total Common
	Partnership			Common		Treasury			& Equivalent
	Units			Shares		Stock			Shares
Common Shares and Operating Partnership Units (“OP Units”) Outstanding at December 31, 2008		50,672,844			270,353,677		(1,449,939	)		319,576,582
Direct stock purchase and dividend reinvestment plan		—			69,309		—			69,309
Conversion of OP Units into common shares (a)		(43,408,053	)		43,408,053		—			—
Issuance of stock for restricted stock grants, net of forfeitures		—			1,617		—			1,617
Common Shares and OP Units Outstanding at September 30, 2009		7,264,791			313,832,656		(1,449,939	)		319,647,508
Net number of common shares issuable assuming exercise of dilutive stock options at September 30, 2009										415,670
Diluted Common Shares and OP Units Outstanding at September 30, 2009										320,063,178
Weighted average common shares and OP Units outstanding for the nine months ended September 30, 2009 (Basic)										319,606,489
Weighted average net number of common shares issuable assuming exercise of dilutive stock options										—
Fully Diluted Weighted Average Common Shares and OP Units Outstanding for the nine months ended September, 2009 (b)										319,606,489

(a)	Includes 42,350,000 units converted by MB Capital Units LLC.
(b)	Excludes shares of common stock issuable on any exchange of the 3.98% Senior Exchangeable Notes due 2027, as such notes are not currently exchangeable due to our bankruptcy filing as of the period ended September 30, 2009.

24

GENERAL GROWTH PROPERTIES, INC.
COMMON DIVIDEND HISTORY

Annual Dividend Distribution

(a)	1993 annualized.
(b)	Dividend suspended October 2008. The Company does not expect to resume payment of such dividend until emergence from chapter 11 protection.

% of FFO Distributed (c)

(c) Based on FFO definitions that existed during the specified reporting period. As noted above, the Company does not expect to resume payment of such dividend until emergence from chapter 11 protection.

25

GENERAL GROWTH PROPERTIES, INC.
SUMMARY OF OUTSTANDING DEBT
(dollars in thousands)

Company Debt at September 30, 2009 (at Share)

Company Debt at September 30, 2009 (at share)

Portfolio Interest Rate History

(a) Rates, in the case of filers, are non-default contract rates and all rates include the effects of deferred finance costs, interest rate swaps and the effect of a 360 day rate applied over a 365 day period.

26

GENERAL GROWTH PROPERTIES, INC.
THIRD QUARTER 2009 FINANCING ACTIVITY
(dollars in thousands)

	Fixed Rate			Floating Rate		Total Debt
June 30, 2009 (*)	$	21,923,437		$	6,035,764	$	27,959,201
New Funding:
Property Related		—			8,395		8,395
Refinancings:
Property Related		(86,081	)		—		(86,081	)
Other Property Related		(23,337	)		10,081		(13,256	)
Net Change		(109,418	)		18,476		(90,942	)
September 30, 2009 (*)	$	21,814,019		$	6,054,240	$	27,868,259

(*) Includes Company’s share of debt of Unconsolidated Real Estate Affiliates. Excludes liabilities to special improvement districts of $67.8 million, noncontrolling interest adjustment of $70.2 million, purchase accounting mark-to-market adjustments of $40.1 million and senior notes discount of ($76.3 million).

27

Supplemental Operational Data

GENERAL GROWTH PROPERTIES, INC.
OPERATING STATISTICS, CERTAIN FINANCIAL INFORMATION & TOP TENANTS (a)
AS OF SEPTEMBER 30, 2009

	Consolidated			Unconsolidated			Company
	Retail			Retail			Retail
OPERATING STATISTICS (b)	Properties			Properties			Portfolio (c)
Occupancy		90.6	%		93.6	%		91.3	%
Trailing 12 month total tenant sales per sq. ft.	$	397		$	447		$	409
% change in total sales		-9.1	%		-12.1	%		-9.8	%
% change in comparable sales		-10.3	%		-12.1	%		-10.7	%
Mall and freestanding GLA (in sq. ft.)		51,058,451			14,473,970			65,532,421
CERTAIN FINANCIAL INFORMATION
Average annualized in place sum of rent and recoverable common area costs per sq. ft. (d) (e)	$	46.57		$	54.44
Average sum of rent and recoverable common area costs per sq. ft. for new/renewal leases (d) (e)	$	31.29		$	42.23
Average sum of rent and recoverable common area cost per sq. ft. for leases expiring in 2009 (d) (e)	$	35.43		$	47.05
Three month percentage change in comparable real estate property net operating income (versus prior year comparable period) (f)		-6.3	%		-2.7	%

	Percent of Minimum
	Rents, Tenant
	Recoveries and
TOP TEN LARGEST TENANTS (COMPANY RETAIL PORTFOLIO)	Other
The GAP, Inc.		2.9	%
Limited Brands, Inc.		2.6
Abercrombie & Fitch Co.		2.3
Footlocker, Inc.		2.3
American Eagle Outfitters, Inc.		1.5
Express, LLC		1.3
J.C. Penney Company, Inc.		1.3
Forever 21 Inc.		1.2
Genesco, Inc.		1.1
Macy’s Inc.		1.1

(a)	Excludes all international operations which combined represent approximately 1% of segment basis real estate property net operating income. Also excludes community centers.
(b)	Data is for 100% of the mall and freestanding GLA in each portfolio, including those properties that are owned in part by Unconsolidated Real Estate Affiliates. Data excludes properties at which significant physical or merchandising changes have been made and miscellaneous (non-retail) properties.
(c)	Data presented in the column “Company Retail Portfolio” are weighted average amounts.
(d)	Represents the sum of rent and recoverable common area costs.
(e)	Data includes a significant proportion of short-term leases on inline spaces that are leased for one to three years. Rents and recoverable common area costs related to such leases are typically lower than those related to long-term leases. Excluding such leases, the Consolidated Retail Properties year to date rate for new and renewal leases is $49.66 psf and the full year rate of expirations is $48.48 psf. For Unconsolidated Retail Properties, such rates are $59.15 psf and $58.52 psf, respectively.
(f)	Comparable properties are those properties that have been owned and operated for the entire time during the comparable accounting periods, and excludes properties at which significant physical or merchandising changes have been made and miscellaneous (non-retail) properties.

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GENERAL GROWTH PROPERTIES, INC.
RETAIL PORTFOLIO GLA, OCCUPANCY, SALES & RENT DATA (a)

GLA as of September 30, 2009

						Total Mall/			Avg. Mall/
	Total Anchor GLA			Avg. Anchor GLA		Freestanding GLA			Freestanding GLA		Total GLA
Consolidated		78,297,085			508,423		50,656,937			328,941		128,954,022
Unconsolidated		22,905,041			636,251		14,978,195			416,061		37,883,236
Company		101,202,126			532,643		65,635,132			345,448		166,837,258
% of Total		60.7	%				39.3	%				100.0	%

Occupancy History

	Consolidated			Unconsolidated			Company
9/30/2009		90.6	%		93.6	%		91.3	%
9/30/2008		92.2	%		94.4	%		92.7	%
12/31/2008		92.1	%		93.9	%		92.5	%
12/31/2007		93.4	%		94.9	%		93.8	%
12/31/2006		93.4	%		94.2	%		93.6	%
12/31/2005		92.1	%		93.5	%		92.5	%

Trailing 12 Month Total Tenant Sales per Square Foot

	Consolidated		Unconsolidated		Company
9/30/2009	$	397	$	447	$	409
9/30/2008		438		514		455
12/31/2008		423		489		438
12/31/2007 (b)		444		521		462
12/31/2006 (b)		443		473		453
12/31/2005 (b)		428		455		437

Average in Place Sum of Rent and Recoverable Common Area Costs (at 100%) (c)

	Consolidated		Unconsolidated
9/30/2009	$	46.57	$	54.44
9/30/2008		45.80		54.92
12/31/2008		46.31		56.44
12/31/2007		44.90		53.35

Sum of Rent and Recoverable Common Area Cost Rates (at 100%) (c)

	Year to Date		Full Year		Rent
	New/Renewals		Expirations		Spread
Consolidated
9/30/2009	$	31.29	$	35.43		-$4.14
9/30/2008		38.18		33.68		4.50
12/31/2008		38.92		33.68		5.24
12/31/2007		39.64		31.38		8.26
Unconsolidated
9/30/2009	$	42.23	$	47.05		-$4.82
9/30/2008		54.23		47.51		6.72
12/31/2008		56.02		47.51		8.51
12/31/2007		50.17		37.95		12.22

Occupancy Cost as a % of Sales

	Consolidated			Unconsolidated			Company
9/30/2009		14.5	%		14.9	%		14.6	%
9/30/2008 (b)		13.0	%		12.6	%		12.9	%
12/31/2008 (b)		13.3	%		13.1	%		13.3	%
12/31/2007 (b)		12.5	%		12.5	%		12.5	%
12/31/2006 (b)		12.6	%		12.4	%		12.5	%
12/31/2005 (b)		12.1	%		11.7	%		12.0	%

(a)	Excludes all international operations which combined represent approximately 1% of segment basis real estate property net operating income. Also excludes community centers.
(b)	Due to tenant sales reporting timelines, data presented is one month behind reporting date.
(c)	Data includes a significant proportion of short-term leases on inline spaces that are leased for one to three years. Rents and recoverable common area costs related to such leases are typically lower than those related to long-term leases. Excluding such leases, the Consolidated Retail Properties year to date rate for new and renewal leases is $49.66 psf and the full year rate of expirations is $48.48 psf. For Unconsolidated Retail Properties, such rates are $59.15 psf and $58.52 psf, respectively.

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GENERAL GROWTH PROPERTIES, INC.
RETAIL AND OTHER NET OPERATING INCOME BY GEOGRAPHIC AREA AT SHARE
(dollars in thousands)

	Nine Months Ended					Nine Months Ended
	September 30,					September 30,
	2009		% of Total			2008		% of Total
West
Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming	$	640,552		35.4	%	$	678,285		36.0	%
North Central
Illinois, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Wisconsin		209,533		11.6	%		210,887		11.2	%
South Central
Arkansas, Louisiana, Oklahoma, Texas		228,908		12.7	%		220,484		11.7	%
Northeast
Connecticut, Delaware, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia		477,635		26.4	%		497,899		26.4	%
Southeast
Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee		219,676		12.1	%		245,270		13.0	%
International		25,286		1.4	%		23,254		1.2	%
Corporate and Other (a)		8,006		0.4	%		10,018		0.5	%
TOTAL	$	1,809,596		100.0	%	$	1,886,097		100.0	%

Retail and Other NOI by Geographic Area at Share
for the Nine Months Ended September 30, 2009

(a) Represents miscellaneous items that are included in the Total Retail and Other NOI line item that are not specifically related to property operations.

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GENERAL GROWTH PROPERTIES, INC.
LEASE EXPIRATION SCHEDULE AND LEASE TERMINATION INCOME AT SHARE
AS OF SEPTEMBER 30, 2009
(in thousands)

Lease Expiration Schedule (a) (b)

	Consolidated						Unconsolidated at Share (c)
							Sum of Rent
	Sum of Rent and				Sum of Rent and		and				Sum of Rent and
	Recoverable				Recoverable		Recoverable				Recoverable
	Common Area		Square		Common Area		Common Area		Square		Common Area
	Costs		Footage		Costs/Sq. Ft.		Costs		Footage		Costs/Sq. Ft.
2009		41,915		854		49.08		6,724		111		60.58
2010		181,019		3,928		46.08		19,868		337		58.96
2011		182,575		3,842		47.52		29,767		489		60.87
2012		235,185		4,487		52.41		28,493		467		61.01
2013		175,824		3,182		55.26		28,576		448		63.79
2014		195,475		3,541		55.20		27,325		391		69.88
2015		181,567		2,878		63.09		38,133		536		71.14
2016		199,096		2,948		67.54		48,006		677		70.91
2017		199,812		2,924		68.34		54,797		691		79.30
2018		235,771		3,188		73.96		57,750		720		80.21
Subsequent		221,055		3,243		68.16		60,166		849		70.87
Specialty Leasing w/ terms in excess of 12 months		60,844		3,611		16.85		7,548		340		22.20
Total at Share	$	2,110,138		38,626	$	54.63	$	407,153		6,056	$	67.23
All Expirations	$	2,110,138		38,626	$	54.63	$	838,999		12,372	$	67.81

Retail Lease Termination Income at Share

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Consolidated	$	3,617	$	4,439	$	20,248	$	29,408
Unconsolidated		242		1,920		4,164		5,434
Total Termination Income at Share	$	3,859	$	6,359	$	24,412	$	34,842

(a)	Excludes leases on anchors of 30,000 square feet or more and tenants paying percentage rent in lieu of base minimum rent.
(b)	Excludes all international operations which combined represent approximately 1% of segment basis real estate property net operating income. Also excludes community centers.
(c)	Unconsolidated at share reflect the Company’s interest in the properties owned by the Unconsolidated Real Estate Affiliates.

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Expansions, Redevelopments & New Developments

GENERAL GROWTH PROPERTIES, INC.
FORECASTED DEVELOPMENT COST SUMMARY (a)
AS OF SEPTEMBER 30, 2009
(in millions at share)

As a result of our Chapter 11 filings, GGP has substantially halted or reduced all development and redevelopment activity, other than projects substantially complete, joint venture projects and projects with commitments we are obligated to fulfill.

Definitive Projects
Forecasted cost to complete on significant redevelopment projects	$	203.0
Forecasted cost to complete or contractual spending on significant new development projects		30.9
Current estimated additional costs to be incurred on recently opened redevelopment projects		9.1
Current estimated additional costs to be incurred on recently opened new development projects		30.2
Total Future Development Spending (b)	$	273.2

	2009		2010		Beyond		Total
Total Definitive Projects	$	32.8	$	73.1	$	96.0	$	201.9
Total Deferred Projects		4.6		62.7		4.0		71.3
Grand Total	$	37.4	$	135.8	$	100.0	$	273.2

(a)	Excludes international projects.
(b)	Inactive projects have been excluded. As of September 30, 2009, we had incurred $76.9M of development costs associated with inactive developments and redevelopments. Any decision to abandon these projects would potentially result in a write off of a substantial portion of the costs incurred to date.

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GENERAL GROWTH PROPERTIES, INC.
EXPANSIONS & REDEVELOPMENTS

Significant Definitive Projects

								Expenditures through
					Forecasted Total Cost			9/30/2009		Forecasted Cost to Complete			Projected
Property	Description	Ownership %			(in millions at share)			(in millions at share)		(in millions at share)			Opening
Christiana Mall Newark, DE	Nordstrom, interior mall renovation, and lifestyle center expansion		50	%	$	93.7		$	68.2	$	25.5		Q1 2011 (a)
Fashion Place Murray, UT	Nordstrom, mall shop and streetscape GLA expansion, and interior mall renovation		100	%		128.9			63.5		65.4		Q4 2012 (b)
Saint Louis Galleria Saint Louis, MO	Addition of Nordstrom and mall shop GLA		100	%		55.6			23.4		32.2		Q2 2012
Tucson Mall Tucson, AZ	Lifestyle expansion		100	%		67.3			42.6		24.7		Q4 2009 (c)
Current forecasted cost of 5 other significant definitive redevelopment projects						71.9			64.2		7.7
Total significant definitive expansion & redevelopment projects					$	417.4		$	261.9	$	155.5
Significant Deferred Projects
Ward Centers Honolulu, HI	Addition of Whole Foods, parking structure and other retail space		100	%		160.6			111.5		49.1
Other development projects (d)						(1.1	)		0.5		(1.6	)
Total significant deferred expansion & redevelopment projects					$	159.5		$	112.0	$	47.5
Total significant expansion & redevelopment projects					$	576.9		$	373.9	$	203.0

(a)	Interior mall renovation and lifestyle expansion expected to be completed Q4 2009. Target expected to open Q4 2010. Nordstrom expected to open Q1 2011.
(b)	Nordstrom and interior mall renovation completed Q1 2009. Remainder of project expected to be completed in phases between Q3 2009 — Q4 2012.
(c)	Project expected to be completed in phases between Q4 2009 — Q2 2010
(d)	Negative forecasted amount is due to a forecasted land sale which is treated as a reduction to overall costs.

33

GENERAL GROWTH PROPERTIES, INC.
NEW DEVELOPMENTS (a)

Significant Definitive Projects

					Forecasted Total Cost			Expenditures through 9/30/2009		Forecasted Cost to Complete
Property	Description	Ownership %			(in millions at share)			(in millions at share)		(in millions at share)
Natick Natick, MA	Nouvelle at Natick — luxury condominiums (b)		100	%	$	178.4	(c)	$	171.3	$	7.1
Total significant definitive new development projects					$	178.4		$	171.3	$	7.1
Significant Deferred Projects (d)
					Forecasted Total					Future Contractual
					Contractual Spending			Expenditures through 9/30/2009		Obligations
Property	Description	Ownership %			(in millions at share)			(in millions at share)		(in millions at share)
Elk Grove Promenade Elk Grove, CA	1.1 million sf open air lifestyle center with retail, entertainment and big box components		100	%	$	203.7		$	194.1	$	9.6
The Shops at Summerlin CentreSM       Las Vegas, NV	New retail development of 106 acres in the Summerlin community; project could be expanded in subsequent years		100	%		219.1			217.1		2.0
Other development projects						60.7			48.5		12.2
Total significant deferred new development projects					$	483.5		$	459.7	$	23.8
Total significant new development projects					$	661.9		$	631.0	$	30.9

(a)	Excludes international projects.
(b)	Sales period began Q2 2007.
(c)	Excludes all provisions for impairment. Also excludes cumulative deferred revenue related to residential sales at Nouvelle at Natick of $14.1M.
(d)	In late 2008, we suspended our Elk Grove Promenade, The Shops at Summerlin Centre (SM) and other developments. As of September 30, 2009, we had incurred $459.7M of development costs associated with these developments, with the majority of the costs being incurred prior to suspension. We are currently obligated under existing contractual obligations to local jurisdictions and prospective tenants to spend an additional $23.8M. A decision about whether to proceed and complete these developments will depend on the Company’s liquidity position, market conditions and such contractual obligations. A decision to abandon completion of these developments would likely result in the marketing for sale of such project, potentially resulting in a write off of a substantial portion of the costs incurred to date.

34