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


Debtors Monthly Operating Report as of and for the Month Ended September 30, 2009

Index

Combined Condensed Statements of Income and Comprehensive Income for the Month Ended September 30, 2009 and Cumulative Post-Petition Period Ended September 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			5
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: Rejected Contracts and Related Matters			9
Note 7: General and Administrative Expenses and Reorganization Items			10

Schedules:
Schedule I Schedule of Combined Condensed Statement of Income and Comprehensive Income for the Month Ended September 30, 2009			11
Schedule II Schedule of Combined Condensed Balance Sheet as of September 30, 2009			12
Schedule III Schedule of Payroll and Payroll Taxes			13
Schedule IV Schedule of Federal, State and Local Taxes			13
Schedule V Schedule of Total Disbursements by Debtor			22
Schedule VI Schedule of Debtors’ Operating Property Aged Tenant Accounts Receivable			32
Schedule VII Status of Mortgages Payable For Debtors			33
Schedule VIII Chapter 11 Retained Professionals Detail			36
Schedule IX Schedule of Non-Noticed and De Minimis Asset Sales			37
Schedule X Debtors Questionnaire			38

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
	September 30, 2009			Period Ended September 30, 2009
	(In thousands, except for
	per share amounts)
Revenues:
Minimum rents	$	135,913		$	761,439
Tenant recoveries		62,151			341,550
Overage rents		3,705			13,842
Land sales		654			3,203
Other		7,831			33,207

Total revenues		210,254			1,153,241

Expenses:
Real estate taxes		20,862			107,769
Repairs and maintenance		16,494			81,642
Marketing		2,714			11,735
Ground and other rents		931			6,036
Other property operating costs		29,207			153,664
Land sales operations		3,022			8,788
Provision for doubtful accounts		5,317			13,413
Property management and other costs		9,602			45,274
General and administrative		2,063			37,749
Provisions for impairment		53,398			133,327
Depreciation and amortization		50,912			285,030

Total expenses		194,522			884,427

Operating income		15,732			268,814

Interest (expense) income, net		(98,158	)		(534,532	)

Loss before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(82,426	)		(265,718	)
Benefit from income taxes		3,987			2,769
Equity in income of Real Estate Affiliates		19,562			52,398
Reorganization items		(3,382	)		(47,515	)

Loss from continuing operations		(62,259	)		(258,066	)

Net loss		(62,259	)		(258,066	)
Allocation to noncontrolling interests		571			(317	)

Net loss attributable to common stockholders	$	(61,688	)	$	(258,383	)


Basic and Diluted Loss Per Share:	$	(0.20	)	$	(0.83	)
Dividends declared per share		—			—

Comprehensive Loss, Net:
Net loss attributable to common stockholders	$	(61,688	)	$	(258,383	)
Other comprehensive income, net:
Unrealized gains, net of unrealized losses, on financial instruments		2,982			11,310
Accrued pension adjustment		(25	)		378
Foreign currency translation		10,346			44,244
Unrealized losses on available-for-sale securities		6			93

Other comprehensive income, net		13,309			56,025

Comprehensive loss attributable to common stockholders	$	(48,379	)	$	(202,358	)

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

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

COMBINED CONDENSED BALANCE SHEET
(UNAUDITED)


	September 30, 2009
	(Dollars in thousands)
Assets:
Investment in real estate:
Land	$	2,946,948
Buildings and equipment		19,480,134
Less accumulated depreciation		(3,995,729	)
Developments in progress		758,198

Net property and equipment		19,189,551
Investment in and loans to/from Unconsolidated Real Estate Affiliates		385,945
Investment property and property held for development and sale		1,182,797
Investment in controlled non-debtor entities		3,960,788

Net investment in real estate		24,719,081
Cash and cash equivalents		633,159
Accounts and notes receivable, net		323,096
Goodwill		205,257
Deferred expenses, net		247,311
Prepaid expenses and other assets		559,724

Total assets	$	26,687,628


Liabilities and Equity:
Mortgages, notes and loans payable	$	400,000
Investment in and loans to/from Unconsolidated Real Estate Affiliates		31,694
Deferred tax liabilities		906,021
Accounts payable and accrued expenses		699,300

Liabilities not subject to compromise		2,037,015

Liabilities subject to compromise		22,483,178

Total liabilities		24,520,193


Redeemable noncontrolling interests:
Preferred		120,756
Common		36,038

Total redeemable noncontrolling interests		156,794


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, 313,832,656 shares issued as of September 30, 2009		3,138
Additional paid-in capital		3,793,240
Retained earnings (accumulated deficit)		(1,713,966	)
Accumulated other comprehensive loss		(8,797	)
Less common stock in treasury, at cost, 1,449,939 shares as of September 30, 2009		(76,752	)

Total stockholder’s equity		1,996,863
Noncontrolling interests in consolidated real estate affiliates		13,778

Total equity		2,010,641

Total liabilities and equity	$	26,687,628

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

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 Petition 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 Code (the “Bankruptcy Code”). On April 23, 2009, 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 are collectively referred to in this report as the “Debtors”. As provided by the rules and regulations governing the Chapter 11 Cases, the Company, on behalf of the Debtors, has agreed to supply to the Bankruptcy Court a monthly report detailing the combined operations for the Debtors as of and for the previous month as well as cumulatively from the Petition Date. Such reports for each month are collectively referred to as the “Monthly Operating Reports”.

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 April MOR and the Monthly Operating Report filed on June 30, 2009 for the period ended May 31, 2009 (the “May MOR”). 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 each of the respective previously filed Monthly Operating Reports.

Since the Petition Date, the Bankruptcy Court has granted various motions that allow the Company to continue to operate its business in the ordinary course without interruption during the Chapter 11 Cases covering, among other things, employee obligations, critical service providers, tax matters, insurance matters, tenant and contractor obligations, claim settlements, ordinary course property sales, cash management and cash collateral. The Debtors have retained, pursuant to Bankruptcy Court approval, legal and financial professionals to advise the Debtors on the bankruptcy proceedings and certain other professionals. From time to time, the Debtors may seek Bankruptcy Court approval for the retention of additional professionals. The Bankruptcy Court has also approved the Debtors request to enter into a post-petition financing arrangement (the “DIP Facility”), as further discussed in the May MOR, and has ruled that until February 26, 2010, the Debtors have the exclusive right to file a plan of reorganization and, if they do so, they have until April 23, 2010 to obtain necessary acceptances of such plan. However, we have the right to request an extension of such exclusivity period to file a plan of reorganization until October 13, 2010, which extension is subject to the approval of the Bankruptcy Court. Recently, the Company filed statements of financial affairs and schedules of assets and liabilities for each Debtor entity as well as certain amendments thereto. Finally, the Bankruptcy Court has established November 12, 2009 as the claims bar date for the presentation of such claims against the Debtors for liabilities to be resolved in our reorganization plan.

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

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

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 Petition Dates forward. As a result, the unaudited financial statements contained in this Monthly Operating Report are not and will not be consistent with 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 (“GAAP”) 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 the specialized accounting guidance for entities in reorganization under the Bankruptcy Code. 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, such specialized guidance provides that all pre-petition 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 pre-petition LSTC has been reported only to the extent that it is (i) estimated to be paid during the pendency of the Chapter 11 Cases, (ii) permitted by the Bankruptcy Court, or (iii) 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 7).

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 (except to the extent such bearers are between taxable and non-taxable entities), unsecured, payable on demand and have been reflected as a component of equity. Although the September 30, 2009 information contained in this Monthly Operating Report has been prepared in conjunction with procedures performed to prepare the Company’s third 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 post-petition period activity, only normal recurring adjustments were made for the routine monthly closing of the Debtors books in the prior periods and certain reclassifications, eliminations, accruals, valuations, reserve adjustments and disclosure items may not have been made for such purposes of this Monthly Operating Report. 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 September 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.

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

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 intercompany 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 Petition Date.

On September 30, 2009, the aggregate cumulative post-petition intercompany amounts due (to) from GGPLP with respect to Debtors that own Operating Properties with mortgage lenders possessing the lien rights on the centralized GGPLP cash management account described above, were $331.5 million. In addition, as of November 3, 2009, the aggregate amount held in the combined GGPLP cash account upon which the first-lien holders have such lien rights was approximately $349.2 million.

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.

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 prepaid expenses and other assets of the Debtors:


	September 30, 2009
	(In thousands)
Below-market ground leases	$	183,321
Prepaid expenses		84,974
Receivables — finance leases and bonds		73,321
Real estate tax stabilization agreement		72,588
Special Improvement District receivable		48,663
Security and escrow deposits		44,453
Above-market tenant leases		25,939
Deferred tax, net of valuation allowances		11,908
Other		14,557

Total prepaid expenses and other assets	$	559,724

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


	September 30, 2009
	(In thousands)
Utility and other security deposits	$	28,688
Operating funds — restricted		5,939
Construction/major maintenance reserves		4,236
Collateralized letters of credit and other credit support		1,908
Real estate tax escrows		455
Other miscellaneous escrows		3,227

Total security and escrow deposits	$	44,453

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

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


	September 30, 2009
	(In thousands)
Accrued interest	$	303,495
Accounts payable and accrued expenses		289,191
Construction payable		166,299
FIN 48 liability		120,691
Accrued real estate taxes		90,615
Deferred gains/income		71,947
Hughes accrued participation		69,753
Accrued payroll and other employee liabilities		69,263
Below-market tenant leases		59,083
Unapplied cash receipts		32,488
Accounts payable to affiliates		(90,645	)
Other		166,131

Total accounts payable and accrued expenses		1,348,311
Less: amounts not subject to compromise		(699,300	)

Total accounts payable and accrued expenses subject to compromise	$	649,011

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


	(In thousands)
Mortgages and secured notes	$	15,841,182
Unsecured notes		5,992,985
Accounts payable and accrued expenses		649,011

Total liabilities subject to compromise	$	22,483,178

NOTE 6 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 of such contracts (except for our operating property tenant leases), only one such contract, that of an unexpired lease of office space that was no longer occupied by the Debtors, has been rejected as of September 30, 2009. Claims may result if an executory contract is rejected; however, no such potential claims have been recorded or reflected at this time. On July 22, 2009, the Bankruptcy Court granted the Debtors an extension of time, through and including November 12, 2009, to assume or reject any unexpired lease where a Debtor is a lessee.

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

NOTE 7 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	September 30, 2009		September 30, 2009
	(In thousands)
Insider compensation	$	1,290	$	7,339
Public Company expense*		356		27,996
Travel and entertainment		32		108
Fees, insurance and other		385		2,306

Total general and administrative	$	2,063	$	37,749


*		This amount includes routine operating professional fees, including any fees incurred for “retained professionals”. Professional fees related to the Chapter 11 Cases are reported separately within reorganization items.

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)	September 30, 2009			September 30, 2009
	(In thousands)
Gains on liabilities subject to compromise ⁽¹⁾	$	(1,163	)	$	(5,049	)
Interest income ⁽²⁾		(4	)		(23	)
U.S. Trustee fees ⁽³⁾		231			2,516
Restructuring costs — Chapter 11 Retained Professionals ⁽⁴⁾		3,637			47,354
Restructuring costs — other professional fees ⁽⁵⁾		681			2,717

Total reorganization items	$	3,382		$	47,515


(1)		This amount primarily includes repudiation, rejection or termination of contracts or guarantee of obligations. At September 30, 2009, such cumulative gains reflect agreements reached with certain critical vendors (as defined), which were authorized by the Bankruptcy Court and for which certain 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 periods remain subject to confirmation and review by the U.S. Trustee.

(4)		See Schedule VIII which sets forth those professionals whose retention was approved by separate order of the Bankruptcy Court. Certain of the retained professionals have agreements that provide for success or completion fees that are payable upon the consummation of specified restructuring or sale transactions.

(5)		These fees relate to costs incurred by the Debtors for services rendered by non-attorney, non-core Chapter 11 professionals.

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

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


	Month Ended September 30, 2009
							Combined
	Debtors			Eliminations			Debtors
	(In thousands, except for per share amounts)
Revenues:
Minimum rents	$	135,917		$	(4	)	$	135,913
Tenant recoveries		62,151			—			62,151
Overage rents		3,705			—			3,705
Land sales		654			—			654
Other		7,480			351			7,831

Total revenues		209,907			347			210,254

Expenses:
Real estate taxes		20,862			—			20,862
Repairs and maintenance		16,494			—			16,494
Marketing		2,714			—			2,714
Ground and other rents		927			4			931
Other property operating costs		29,206			1			29,207
Land sales operations		3,022			—			3,022
Provision for doubtful accounts		5,317			—			5,317
Property management and other costs		9,251			351			9,602
General and administrative		2,071			(8	)		2,063
Provisions for impairment		53,398			—			53,398
Depreciation and amortization		50,912			—			50,912

Total expenses		194,174			348			194,522

Operating income		15,733			(1	)		15,732

Interest (expense) income, net		(98,352	)		194			(98,158	)

(Loss) income before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(82,619	)		193			(82,426	)
Provision for income taxes		3,987			—			3,987
Equity in income of Real Estate Affiliates		710			18,852			19,562
Reorganization items		(3,382	)		—			(3,382	)
Net (loss) income from continuing operations		(81,304	)		19,045			(62,259	)
Discontinued operations — gains on dispositions		—			—			—

Net (loss) income		(81,304	)		19,045			(62,259	)
Allocation to noncontrolling interests		(1,014	)		1,585			571

Net (loss) income attributable to common stockholders	$	(82,318	)	$	20,630		$	(61,688	)


Basic and Diluted Earnings Per Share:	$	(0.26	)	$	0.07		$	(0.20	)

Comprehensive Loss, Net:
Net (loss) income attributable to common stockholders	$	(82,318	)	$	20,630		$	(61,688	)
Other comprehensive income, net:
Unrealized gains, net of unrealized losses, on financial instruments		3,053			(71	)		2,982
Accrued pension adjustment		(25	)		—			(25	)
Foreign currency translation		10,595			(249	)		10,346
Unrealized losses on available-for-sale securities		6			—			6

Other comprehensive income (loss), net		13,629			(320	)		13,309

Comprehensive loss attributable to common stockholders	$	(68,689	)	$	20,310		$	(48,379	)

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

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

SCHEDULE II
COMBINED CONDENSED BALANCE SHEET
(UNAUDITED)


	Month Ended September 30, 2009
							Combined
	Debtors			Eliminations			Debtors
	(In thousands)
Assets:
Investment in real estate:
Land	$	2,946,948		$	—		$	2,946,948
Buildings and equipment		19,480,134			—			19,480,134
Less accumulated depreciation		(3,995,729	)		—			(3,995,729	)
Developments in progress		830,557			(72,359	)		758,198

Net property and equipment		19,261,910			(72,359	)		19,189,551
Investment in and loans to/from Unconsolidated Real Estate Affiliates		606,062			(220,117	)		385,945
Investment property and property held for development and sale		1,110,697			72,100			1,182,797
Investment in controlled non-debtor entities		16,598,788			(12,638,000	)		3,960,788

Net investment in real estate		37,577,457			(12,858,376	)		24,719,081
Cash and cash equivalents		623,621			9,538			633,159
Accounts and notes receivable, net		323,096			—			323,096
Goodwill		205,257			—			205,257
Deferred expenses, net		247,311			—			247,311
Prepaid expenses and other assets		588,809			(29,085	)		559,724

Total assets	$	39,565,551		$	(12,877,923	)	$	26,687,628


Liabilities and Equity:
Mortgages, notes and loans payable	$	400,000		$	—		$	400,000
Investment in and loans to/from Unconsolidated Real Estate Affiliates		31,694			—			31,694
Deferred tax liabilities		906,021			—			906,021
Accounts payable and accrued expenses		732,733			(33,433	)		699,300

Total liabilities not subject to compromise		2,070,448			(33,433	)		2,037,015
Liabilities subject to compromise		22,878,511			(395,333	)		22,483,178

Total liabilities		24,948,959			(428,766	)		24,520,193

Redeemable noncontrolling interests:
Preferred		120,756			—			120,756
Common		23,254			12,784			36,038

Total redeemable noncontrolling interests		144,010			12,784			156,794


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, 313,832,656 shares issued as of September 30, 2009		3,138			—			3,138
Additional paid-in capital		9,577,094			(5,783,854	)		3,793,240
Retained earnings (accumulated deficit)		4,964,332			(6,678,298	)		(1,713,966	)
Accumulated other comprehensive loss		(9,008	)		211			(8,797	)
Less common stock in treasury, at cost, 1,449,939 shares as of September 30, 2009		(76,752	)		—			(76,752	)

Total stockholder’s equity		14,458,804			(12,461,941	)		1,996,863
Noncontrolling interests in consolidated real estate affiliates		13,778			—			13,778

Total equity		14,472,582			(12,461,941	)		2,010,641

Total liabilities and equity	$	39,565,551		$	(12,877,923	)	$	26,687,628

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

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 September 30, 2009


	Employee Payroll		Employer Payroll
Gross Wage Expense	Taxes Withheld (a)		Taxes Remitted (b)
	(In thousands)
$15,609	$	3,371	$	894


(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 September 25, 2009.

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


			Amounts Paid
	Amount Accrued		Month Ended
	September 30, 2009		September 30, 2009
	(In thousands)
Federal and state income taxes	$	3,461	$	1,015

State and local taxes:
Property *		90,615		7,188
Sales and use		1,484		2,092
Franchise		2,207		39
Other		58		8

Total state and local taxes		94,364		9,327

Total taxes	$	97,825	$	10,342


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

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
			Month Ended
	Amount Accrued		September 30,
Operating Property	September 30, 2009		2009
	(In thousands)
10 COLUMBIA CORPORATE CENTER	$	—	$	—
10000 COVINGTON CROSS		—		20
10000 WEST CHARLESTON		—		45
10190 COVINGTON CROSS		—		51
1120/40 TOWN CENTER DRIVE		—		57
1160/80 TOWN CENTER DRIVE		—		56
1201/41 TOWN CENTER DR 2ND U3		—		—
1201/41 TOWN CENTER DRIVE		—		52
1240 ALA MOANA BLVD		—		—
1251/81 TOWN CENTER DRIVE		—		10
1290 ALA MOANA BLVD		—		—
1551 HILLSHIRE DRIVE		—		32
1635 VILLAGE CENTER CIRCLE		—		20
1645 VILLAGE CENTER CIRCLE		—		25
1930-1201/41 TOWN CENTER DR FS U2		—		—
20 COLUMBIA CORPORATE CENTER		—		—
30 COLUMBIA CORPORATE CENTER		—		—
306 KAMANI STREET		—		—
324 KAMAUNI STREET		—		—
330 KAMANI STREET		—		—
40 COLUMBIA CORPORATE CENTER		—		—
404 WARD AVENUE		—		—
420 WARD AVENUE		—		—
4848 OUTPARCEL		36		—
50 COLUMBIA CORPORATE CENTER		—		—
506 AHUI STREET		—		—
532 AHUI STREET BUILDING		—		—
60 COLUMBIA CORPORATE CENTER		—		—
801 HALEKAUWILA STREET		—		—
834 POHUKAINA ST.		—		—
837 HALEKAUWILA STREET		—		—
849/863 HALEKAUWILA STREET		—		—
900 HALEKAUWILA STREET		—		—
955 KAWAIAHAO STREET		—		—
955 WAIMANU STREET		—		—
956 KAWAIAAHAO (PARK LOT)		—		—
956 QUEEN STREET		—		—
9901/21 COVINGTON CROSS		—		27
9950/80 COVINGTON CROSS		—		27
ALA MOANA CENTER		2,877		—

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
			Month Ended
	Amount Accrued		September 30,
Operating Property	September 30, 2009		2009
	(In thousands)
ALA MOANA PACIFIC CENTER		—		—
ALA MOANA PLAZA		—		—
ALA MOANA TOWER		—		—
ALA MOANA-KAPIOLANI PROPERTIES		—		—
ALA MOANA-KONA STREET		—		—
ALAMEDA PLAZA		137		—
ANIMAS VALLEY MALL		176		—
APACHE MALL		—		—
ARIZONA CENTER		129		—
ARIZONA CENTER ARIZONA CENTER ONE		442		—
ARIZONA CENTER ARIZONA CENTER TWO		437		—
ARIZONA CENTER CINEMA		23		—
ARIZONA CENTER GARDEN OFFICE		32		—
ARIZONA CENTER OFFICE		61		—
ARIZONA CENTER OTHER		—		—
ARIZONA CENTER PARKING		115		—
ARIZONA CENTER-WEST PRKNG LOT		—		—
AUGUSTA MALL		519		—
AUGUSTA MALL ANCHOR ACQ		259		—
AUSTIN BLUFFS PLAZA		37		—
AUSTIN MALL LTD PARTNERSHIP		—		—
BAILEY HILL		5		—
BASKIN ROBBINS		5		—
BAY CITY MALL		—		430
BAYSHORE MALL		121		—
BEACHWOOD PLACE		2,713		—
BELLIS FAIR		140		—
BIRCHWOOD MALL		—		616
BOISE TOWN SQUARE ANCHOR ACQ		57		—
BOISE TOWNE PLAZA		158		—
BOISE TOWNE SQUARE		1,348		—
BRASS MILL CENTER		—		—
BRASS MILL COMMONS		—		—
BURLINGTON TOWN CENTER		—		—
BURLINGTON TOWN CENTER OFFICE		—		—
CACHE VALLEY MALL		215		—
CACHE VALLEY MARKETPLACE		85		—
CALENDONIAN HOLDING		—		—
CANYON POINT		—		67
CAPITAL MALL		231		—

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
			Month Ended
	Amount Accrued		September 30,
Operating Property	September 30, 2009		2009
	(In thousands)
CENTURY PLAZA		53		—
CHAPEL HILLS MALL		936		—
CHICO MALL		94		—
CHULA VISTA CENTER		195		—
COLLIN CREEK		1,333		—
COLLIN CREEK-DILLARDS		—		—
COLONY SQUARE MALL		288		—
COLUMBIA BANK DRIVE THRU		—		—
COLUMBIA CENTER-C.A. BUILDING		—		—
COLUMBIA CENTER-EXHIBIT BLDG		—		—
COLUMBIA DEVELOPMENT CORPORATION		—		—
COLUMBIA MALL		420		—
COLUMBIANA CENTER		1,148		—
CORONADO MALL		550		—
CORPORATE POINTE #2		—		—
CORPORATE POINTE #3		—		—
COTTONWOOD MALL		213		—
COTTONWOOD SQUARE		32		—
COUNTRY HILL PLAZA		101		—
CROSSING BUSINESS CENTER #6		—		30
CROSSING BUSINESS CENTER #7		—		61
CROSSROADS CENTER (MN)		726		—
DEERBROOK MALL		1,085		—
DEERBROOK MALL ANCHOR ACQ		50		—
DIVISION CROSSING		57		—
DMV BUILDING		—		—
EAGLE RIDGE MALL		400		—
EASTRIDGE MALL (CA)		494		—
EASTRIDGE MALL (WY)		197		—
EDEN PRAIRIE CENTER		1,047		—
EDEN PRAIRIE CENTER ANCHOR ACQ		54		—
ELK GROVE PROMENADE		685		—
FALLBROOK CENTER		372		—
FANEUIL HALL MARKETPLACE		—		—
FANEUIL HALL MKTPL.-N.OFFICE		—		—
FANEUIL HALL MKTPL.-N.RETAIL		—		—
FANEUIL HALL MKTPL.-QUINCY		—		—
FANEUIL HALL MKTPL.-S.RETAIL		—		—
FANEUIL HALL OFFICE		—		—
FANUEUIL HALL MKTPL.-S.OFFICE		—		—

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
			Month Ended
	Amount Accrued		September 30,
Operating Property	September 30, 2009		2009
FASHION PLACE		615		—
FASHION PLACE ANCHOR ACQ		67		—
FASHION SHOW		—		776
FIFTY COLUMBIA CORPORATE CTR, INC.		—		—
FOODMAKER, INC.		—		—
FOOTHILLS MALL		696		—
FORT UNION		49		—
FORTY COLUMBIA CORP CTR, INC.		—		—
FOUR SEASONS TOWN CENTRE MALL		—		—
FOUR STATE/TRC OF NEVADA		—		—
FOX RIVER MALL		1,080		—
FREMONT VILLAGE		—		35
GARDEN OFFICE BUILDING		—		—
GATEWAY CROSSING SHOPPING CTR		143		—
GATEWAY MALL		240		—
GGPLP-SHARED		1,545		—
GGPLP-VICTORIA WARD		—		—
GLENBROOK SQUARE		5,585		—
GLENBROOK SQUARE ANCHOR ACQ		161		—
GRAND TETON MALL		596		—
GRAND TETON PLAZA		135		—
GRAND TRAVERSE MALL		—		507
GREENGATE MALL, INC.		—		—
GREENWOOD MALL		363		—
HALEKAUWILA BUILDING		—		—
HALSEY CROSSING		19		—
HARBORPLACE		—		—
COLUMBIA HRD BENSON LEASES		—		—
HUGHES SUMMERLIN OTHER		—		—
HULEN MALL		1,505		—
JORDAN CREEK TOWN CENTER		3,189		—
JP REALTY ADJUSTMENTS		—		—
KADOWAKI, JAY		—		—
KAMAKEE BUILDING		—		—
KAMANI BUILDING		—		—
KENDALL TOWN CENTER		—		—
KLING TRUST (CLIFFORD ET AL)		—		—
KNOLLWOOD MALL		166		—
LAKEMOOR		—		—
LAKE MEADE BLVD & BUFFALO (INC)		—		—

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
			Month Ended
	Amount Accrued		September 30,
Operating Property	September 30, 2009		2009
LAKESIDE MALL		86		—
LAKEVIEW SQUARE		21		—
LANDMARK MALL		122		4
LANSING MALL		177		730
LINCOLNSHIRE COMMONS		314		—
LOCKPORT MALL		—		—
LYNNHAVEN MALL		619		—
MALL AT SIERRA VISTA		353		—
MALL OF LOUISIANA		686		—
MALL OF LOUSIANA POWER CENTER		109		—
MALL OF THE BLUFFS		1,573		1,019
MALL ST. MATHEWS		597		—
MALL ST. VINCENT		469		—
MARKET PLACE SHOPPING CENTER		1,254		—
MAYFAIR BANK TOWER		230		—
MAYFAIR MALL		3,330		—
MAYFAIR NORTH TOWER		241		—
MAYFAIR PROFESSIONAL		92		—
MAYFAIR-AURORA HEALTH CENTER		219		—
MCKELLAR, DAVID GARTH		—		—
MEPC AMERICAN HOLDING COMPANY		—		—
METRO PLAZA		—		—
METRO PLAZA-OFFICE		—		—
MONDAWMIN ALLOCATION		—		—
MONDAWMIN MALL		—		—
MONDAWMIN MALL-OFFICE		—		—
MORENO VALLEY MALL		88		—
MPC		—		—
NATICK LAND, LLC		—		—
NATICK TRUST		—		—
NATICK-NOUVELLE AT NATICK		—		—
NEIGHBORHOOD STORES		—		—
NEW ORLEANS RIVERWALK, LTD		—		—
NEWGATE MALL		540		—
NEWGATE MALL LAND		—		—
NEWPARK MALL		237		—
NEWPARK MALL ANCHOR ACQ		39		—
NORTH PLAINS MALL		44		—
NORTH POINT MALL		1,797		—
NORTH STAR MALL		2,782		—

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
			Month Ended
	Amount Accrued		September 30,
Operating Property	September 30, 2009		2009
	(In thousands)
NORTH STAR MALL ANCHOR ACQ		251		—
NORTH TEMPLE		—		—
NORTH TOWN MALL		292		—
NORTHGATE MALL		486		—
NORTHRIDGE FASHION CENTER		595		—
OAKWOOD CENTER		343		—
OAKWOOD MALL		886		—
OGLETHORPE MALL		357		—
OREM PLAZA CENTER STREET		55		—
OREM PLAZA STATE STREET		25		—
OVIEDO MARKETPLACE		463		—
OWINGS MALL		—		—
OXMOOR MALL		565		—
PARK CITY CENTER		—		—
PARK MEADOWS		—		—
PARK PLACE		916		—
PARK WEST		800		—
PEACHTREE MALL		489		—
PECANLAND MALL		477		—
PECANLAND MALL ANCHOR ACQ		38		—
PIEDMONT MALL		63		—
PIERRE BOSSIER MALL		177		—
PINE RIDGE MALL		341		—
PIONEER PLACE		152		—
PIONEER PLACE LP EXPANSION		160		—
PIONEER TOWER		201		—
PIONEER TOWER GARAGE		26		—
PLAZA 800		—		—
PLAZA 9400		96		—
PRINCE KUHIO PLAZA		—		—
PROVIDENCE PLACE		50		—
PROVO PLAZA		28		—
RED CLIFFS MALL		216		—
RED CLIFFS PLAZA		45		—
REDLANDS PROMENADE		124		—
REGENCY SQUARE MALL		1,151		—
RIDGEDALE CENTER		886		—
RIDGLEY BUILDING		—		—
RIO WEST MALL		166		—
RIVER FALLS		1,300		—

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
			Month Ended
	Amount Accrued		September 30,
Operating Property	September 30, 2009		2009
	(In thousands)
RIVER HILLS MALL		1,970		—
RIVER POINTE PLAZA		80		—
RIVERLANDS SHOPPING CENTER		44		—
RIVERSIDE PLAZA		109		—
RIVERTOWN CROSSINGS		—		—
ROGUE VALLEY MALL		198		—
SAINT LOUIS GALLERIA		2,854		—
SALEM CENTER		135		—
SIKES SENTER		906		—
SILVER LAKE MALL		179		—
SOONER MALL		292		—
SOUTH STREET MARKETPLACE THEAT		161		—
SOUTHLAKE MALL		786		—
SOUTHLAND CENTER (MI)		—		—
SOUTHLAND MALL (CA)		403		—
SOUTHSHORE MALL		34		—
SOUTHWEST OFF CTR I		127		—
SOUTHWEST OFF CTR II		56		—
SOUTHWEST PLAZA		1,709		—
SPRING HILL MALL		1,718		—
ST LOUIS GALLERIA ANCH ACQ		57		—
STONESTOWN GALLERIA		895		—
STONESTOWN MEDICAL BUILDING		54		—
THE BOULEVARD MALL		—		—
THE BRIDGES AT MINT HILL		14		—
THE COMMONS AT FOOTHILLS MALL		24		—
THE CROSSROADS (MI)		—		1,220
THE GALLERY AT HARBORPLACE		—		—
THE GALLERY AT HARBORPLACE-GARAGE		986		—
THE GALLERY AT HARBORPLACE-OFFICE		—		—
THE GRAND CANAL SHOPPES		—		464
THE MAINE MALL		25		—
THE PINES		73		109
THE PLAZA AT FOOTHILLS MALL		57		—
THE SHOPPES AT THE PALAZZO		—		250
THE SHOPS AT FALLEN TIMBERS		1,386		105
THE SHOPS AT FOOTHILLS MALL		92		—
THE SHOPS AT SUMMERLIN CENTRE		52		81
THE VILLAGE AT REDLANDS		50		—
THE VILLAGE OF CROSS KEYS		—		—

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
			Month Ended
	Amount Accrued		September 30,
Operating Property	September 30, 2009		2009
	(In thousands)
THE WOODLANDS MALL		1,325		—
THE WOODLANDS MALL ANCHOR ACQ		—		—
THHC LAND (WOBU)		—		—
THREE RIVERS MALL		51		—
TOWN EAST MALL		2,936		—
TRCLP		—		—
TUCSON ANCHOR ACQ		46		—
TUCSON ENTERTAINMENT PAVILION		29		—
TUCSON MALL		725		—
TWINS FALLS CROSSINGS		25		—
TYSONS GALLERIA		606		—
UNIVERSITY CROSSING		168		—
VALLEY HILLS MALL		364		—
VALLEY PLAZA MALL		204		—
VICTORIA WARD SHARED OPERATION		80		—
VILLAGE AT JORDAN CREEK		838		—
VISALIA MALL		112		—
VISTA COMMONS		—		51
VISTA RIDGE MALL		1,555		—
WASHINGTON PARK MALL		126		—
WEST VALLEY MALL		213		—
WESTWOOD MALL		—		207
WHITE MARSH MALL		—		—
WHITE MOUNTAIN MALL		81		—
WILLOWBROOK MALL (NJ)		166		4
WOODBRIDGE CENTER		—		—
WOODLANDS VILLAGE		91		—
YELLOWSTONE SQUARE		67		—
LUFKIN MALL		—		—

	$	90,615	$	7,188

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
South Street Seaport Limited Partnership		09-11963	$	1,075
Seaport Marketplace, LLC		09-11964		—
Seaport Marketplace Theatre, LLC		09-11965		8
Lockport L.L.C.		09-11966		121
RASCAP Realty, Ltd.		09-11967		—
Bellis Fair Partners		09-11968		1,205
GGP-Mint Hill L.L.C.		09-11969		—
Pines Mall Partners		09-11970		230
GGP-Grandville L.L.C.		09-11971		1,291
GGP-Grandville II L.L.C.		09-11972		—
GGP-Redlands Mall, L.P.		09-11973		70
La Place Shopping, L.P.		09-11974		32
GGP-Tucson Land L.L.C.		09-11975		4
Tucson Anchor Acquisition, LLC		09-11976		1,058
General Growth Properties, Inc.		09-11977		—
GGP Limited Partnership		09-11978		32,283
Rouse LLC		09-11979		—
GGP American Properties Inc.		09-11980		—
Caledonian Holding Company, Inc.		09-11981		—
GGPLP L.L.C.		09-11982		—
Rouse Company LP, The		09-11983		3,246
TRC Co-Issuer, Inc.		09-11984		—
Oakwood Shopping Center Limited Partnership		09-11985		422
Alameda Mall Associates		09-11986		129
Bay Shore Mall Partners		09-11987		471
Chico Mall, L.P.		09-11988		366
Lansing Mall Limited Partnership		09-11989		1,130
GGP-Pecanland, L.P.		09-11990		377
GGP-Pecanland II, L.P.		09-11991		—
Southland Mall, L.P.		09-11992		548
South Shore Partners, L.P.		09-11993		45
Price Financing Partnership, L.P.		09-11994		—
Price GP L.L.C.		09-11995		—
HHP Government Services, Limited Partnership		09-11996		—
Ho Retail Properties I Limited Partnership		09-11997		357
New Orleans Riverwalk Associates		09-11998		300
New Orleans Riverwalk Limited Partnership		09-11999		—
White Marsh General Partnership		09-12000		410
White Marsh Mall Associates		09-12001		410
White Marsh Phase II Associates		09-12002		410

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
Parke West, LLC		09-12003		166
GGP-Newpark L.L.C.		09-12004		129
Elk Grove Town Center, L.P.		09-12005		41
Baltimore Center Associates Limited Partnership		09-12006		1,030
Baltimore Center Garage Limited Partnership		09-12007		234
Century Plaza L.L.C.		09-12008		89
Harbor Place Associates Limited Partnership		09-12009		292
Price Development Company, Limited Partnership		09-12010		141
Rouse-Phoenix Theatre Limited Partnership		09-12011		5
Rouse-Arizona Retail Center Limited Partnership		09-12012		322
Rouse-Phoenix Master Limited Partnership		09-12013		—
Saint Louis Land L.L.C.		09-12014		—
Southland Center, LLC		09-12015		2,576
GGP-North Point Land L.L.C.		09-12016		—
Majestic Partners-Provo, LLC		09-12017		1
GGP-Mall of Louisiana, L.P.		09-12018		1,058
NewPark Anchor Acquisition, LLC		09-12019		—
Parkview Office Building Limited Partnership		09-12020		46
Parkside Limited Partnership		09-12021		32
Park Square Limited Partnership		09-12022		111
Rouse SI Shopping Center, LLC		09-12023		2,393
Augusta Mall, LLC		09-12024		1,307
Burlington Town Center LLC, The		09-12025		341
Fashion Show Mall LLC		09-12026		5,153
GGP Ala Moana L.L.C.		09-12027		10,506
GGP Jordan Creek L.L.C.		09-12028		3,621
GGP Village at Jordan Creek L.L.C.		09-12029		16
GGP-Four Seasons L.L.C.		09-12030		771
Lincolnshire Commons, LLC		09-12031		246
Phase II Mall Subsidiary, LLC		09-12032		2,375
St. Cloud Mall L.L.C.		09-12033		478
Valley Hills Mall L.L.C.		09-12034		423
GGP Holding, Inc.		09-12035		379
The Rouse Company BT, LLC		09-12036		—
Rouse Company Operating Partnership LP, The		09-12037		—
10000 West Charleston Boulevard, LLC		09-12040		320
10190 Covington Cross, LLC		09-12041		126
1120/1140 Town Center Drive, LLC		09-12042		128
1160/1180 Town Center Drive, LLC		09-12043		89
1201-1281 Town Center Drive, LLC		09-12044		68

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
1251 Center Crossing, LLC		09-12045		—
1450 Center Crossing Drive, LLC		09-12046		42
1451 Center Crossing Drive, LLC		09-12047		65
1551 Hillshire Drive, LLC		09-12048		275
1635 Village Centre Circle, LLC		09-12049		39
1645 Village Center Circle, LLC		09-12050		43
9901-9921 Covington Cross, LLC		09-12051		39
9950-9980 Covington Cross, LLC		09-12052		39
Alameda Mall, L.L.C.		09-12053		—
Apache Mall, LLC		09-12054		230
Arizona Center Parking, LLC		09-12055		54
Augusta Mall Anchor Acquisition, LLC		09-12056		5
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		610
Baltimore Center, LLC		09-12063		—
Bay City Mall Associates L.L.C.		09-12064		675
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		1,425
Benson Park Business Trust		09-12069		—
Birchwood Mall, LLC		09-12070		829
Boise Mall, LLC		09-12071		155
Boise Town Square Anchor Acquisition, LLC		09-12072		1
Boise Towne Plaza L.L.C.		09-12073		51
Boulevard Associates		09-12074		1,017
Boulevard Mall, Inc.		09-12075		—
Boulevard Mall I LLC		09-12076		—
Boulevard Mall II LLC		09-12077		—
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		802
Chapel Hills Mall L.L.C.		09-12082		760
Chattanooga Mall, Inc.		09-12083		—
Chico Mall L.L.C.		09-12084		—

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
Chula Vista Center, LLC		09-12085		245
Collin Creek Anchor Acquisition, LLC		09-12086		—
Collin Creek Mall, LLC		09-12087		609
Colony Square Mall L.L.C.		09-12088		34
Columbia Mall L.L.C.		09-12089		689
Coronado Center L.L.C.		09-12090		1,236
Coronado Center Holding L.L.C.		09-12091		—
Cottonwood Mall, LLC		09-12092		21
Country Hills Plaza, LLC		09-12093		78
Deerbrook Mall, LLC		09-12094		623
DK Burlington Town Center LLC		09-12095		—
Eagle Ridge Mall, Inc.		09-12096		—
Eagle Ridge Mall, L.P.		09-12097		501
Eastridge Shopping Center L.L.C.		09-12098		1,155
Eden Prairie Anchor Building L.L.C.		09-12099		1
Eden Prairie Mall, Inc.		09-12100		—
Eden Prairie Mall L.L.C.		09-12101		726
Elk Grove Town Center L.L.C.		09-12102		—
ER Land Acquisition L.L.C.		09-12103		—
Fallbrook Square Partners Limited Partnership		09-12104		514
Fallbrook Square Partners L.L.C.		09-12105		—
Fallen Timbers Shops, LLC		09-12106		271
Fallen Timbers Shops II, LLC		09-12107		—
Faneuil Hall Marketplace, LLC		09-12108		1,296
Fashion Place, LLC		09-12109		1,081
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		1,309
Franklin Park Mall, LLC		09-12114		—
Franklin Park Mall Company, LLC		09-12115		—
Gateway Crossing L.L.C.		09-12116		65
Gateway Overlook Business Trust		09-12117		1,118
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		188
GGP Holding Services, Inc.		09-12124		—

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
GGP Ivanhoe II, Inc.		09-12125		—
GGP Ivanhoe IV Services, Inc.		09-12126		—
GGP Kapiolani Development L.L.C.		09-12127		34
GGP Knollwood Mall, LP		09-12128		274
GGP Natick Residence LLC		09-12129		188
GGP Savannah L.L.C.		09-12130		—
GGP/Homart, Inc.		09-12131		491
GGP/Homart Services, Inc.		09-12132		—
GGP-Bay City One, Inc.		09-12133		—
GGP-Brass Mill, Inc.		09-12134		979
GGP-Burlington L.L.C.		09-12135		—
GGP-Canal Shoppes L.L.C.		09-12136		—
GGP-Foothills L.L.C.		09-12137		276
GGP-Glenbrook L.L.C.		09-12138		1,017
GGP-Glenbrook Holding L.L.C.		09-12139		1
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		1,114
GGP-Maine Mall Holding L.L.C.		09-12145		—
GGP-Maine Mall Land L.L.C.		09-12146		—
GGP-Moreno Valley, Inc.		09-12147		756
GGP-Newgate Mall, LLC		09-12148		552
GGP-Newpark, Inc.		09-12149		—
GGP-North Point, Inc.		09-12150		1,846
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		844
GGP-Tucson Mall L.L.C.		09-12155		1,205
GGP-UC L.L.C.		09-12156		74
Grand Canal Shops II, LLC		09-12157		3,695
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		—

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
Ho Retail Properties II Limited Partnership		09-12165		115
Hocker Oxmoor, LLC		09-12166		673
Hocker Oxmoor Partners, LLC		09-12167		—
Howard Hughes Canyon Pointe Q4, LLC		09-12168		133
Howard Hughes Corporation, The		09-12169		1,559
Howard Hughes Properties, Inc.		09-12170		1,365
Howard Hughes Properties, Limited Partnership		09-12171		13
Howard Hughes Properties IV, LLC		09-12172		13
Howard Hughes Properties V, LLC		09-12173		15
HRD Parking, Inc.		09-12174		7
HRD Remainder, Inc.		09-12175		—
Hulen Mall, LLC		09-12176		672
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		988
Lakeview Square Limited Partnership		09-12183		378
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		188
Lynnhaven Holding L.L.C.		09-12189		—
Lynnhaven Mall L.L.C.		09-12190		1,565
Mall of Louisiana Holding, Inc.		09-12191		—
Mall of Louisiana Land, LP		09-12192		5
Mall of Louisiana Land Holding, LLC		09-12193		—
Mall of the Bluffs, LLC		09-12194		1,197
Mall St. Matthews Company, LLC		09-12195		—
Mall St. Vincent, Inc.		09-12196		—
Mall St. Vincent, L.P.		09-12197		373
Mayfair Mall, LLC		09-12198		746
MSAB Holdings, Inc.		09-12199		—
MSAB Holdings L.L.C.		09-12200		—
MSM Property L.L.C.		09-12201		846
Natick Retail, LLC		09-12202		—
Newgate Mall Land Acquisition, LLC		09-12203		—
NewPark Mall L.L.C.		09-12204		—

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
North Plains Mall, LLC		09-12205		24
North Star Anchor Acquisition, LLC		09-12206		18
North Star Mall, LLC		09-12207		1,346
North Town Mall, LLC		09-12208		183
Northgate Mall L.L.C.		09-12209		348
NSMJV, LLC		09-12210		—
Oakwood Hills Mall, LLC		09-12211		222
Oglethorpe Mall L.L.C.		09-12212		766
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		372
Park Mall, Inc.		09-12218		—
Park Mall L.L.C.		09-12219		1,176
PDC Community Centers L.L.C.		09-12220		229
PDC-Eastridge Mall L.L.C.		09-12221		389
PDC-Red Cliffs Mall L.L.C.		09-12222		150
Peachtree Mall L.L.C.		09-12223		1,199
Pecanland Anchor Acquisition, LLC		09-12224		—
Piedmont Mall, LLC		09-12225		341
Pierre Bossier Mall, LLC		09-12226		121
Pine Ridge Mall L.L.C.		09-12227		186
Pioneer Office Limited Partnership		09-12228		107
Pioneer Place Limited Partnership		09-12229		359
Price Development TRS, Inc.		09-12230		—
Price-ASG L.L.C.		09-12231		413
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		1,049
Rio West L.L.C.		09-12238		88
River Falls Mall, LLC		09-12239		158
River Hills Land, LLC		09-12240		—
River Hills Mall, LLC		09-12241		573
Rogue Valley Mall L.L.C.		09-12242		335
Rogue Valley Mall Holding L.L.C.		09-12243		—
The Rouse Company at Owings Mills, LLC		09-12244		—

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
Rouse Company of Florida, LLC, The		09-12245		10
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		—
Rouse Providence LLC		09-12252		1,605
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		—
Rouse-New Orleans, LLC		09-12258		—
Rouse-Oakwood Shopping Center, LLC		09-12259		—
Rouse-Orlando, LLC		09-12260		493
Rouse-Phoenix Cinema, LLC		09-12261		—
Rouse-Phoenix Corporate Center Limited Partnership		09-12262		1,009
Rouse-Phoenix Development Company, LLC		09-12263		—
Rouse-Portland, LLC		09-12264		—
RS Properties Inc.		09-12265		934
Saint Louis Galleria L.L.C.		09-12266		1,364
Saint Louis Galleria Anchor Acquisition, LLC		09-12267		3
Saint Louis Galleria Holding L.L.C.		09-12268		—
Sierra Vista Mall, LLC		09-12269		94
Sikes Senter, LLC		09-12270		346
Silver Lake Mall, LLC		09-12271		74
Sixty Columbia Corporate Center, LLC		09-12272		—
Sooner Fashion Mall L.L.C.		09-12273		477
Southlake Mall L.L.C.		09-12274		835
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		215
Spring Hill Mall L.L.C.		09-12279		166
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		1,399
Summerlin Centre, LLC		09-12284		94

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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
Summerlin Corporation		09-12285		—
Three Rivers Mall L.L.C.		09-12286		167
Three Willow Company, LLC		09-12287		—
Town East Mall, LLC		09-12288		590
Tracy Mall, Inc.		09-12289		—
Tracy Mall Partners, L.P.		09-12290		501
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		96
Two Willow Company, LLC		09-12296		—
Tysons Galleria L.L.C.		09-12297		1,471
U.K.-American Properties, Inc.		09-12298		1,247
Valley Hills Mall, Inc.		09-12299		—
Valley Plaza Anchor Acquisition, LLC		09-12300		—
VCK Business Trust		09-12301		212
Victoria Ward Center L.L.C.		09-12302		133
Victoria Ward Entertainment Center L.L.C.		09-12303		100
Victoria Ward, Limited		09-12304		1,344
Victoria Ward Services, Inc.		09-12305		—
Village of Cross Keys, LLC, The		09-12306		18
Visalia Mall L.L.C.		09-12307		—
Vista Commons, LLC		09-12308		98
Visalia Mall, L.P.		09-12309		209
Vista Ridge Mall, LLC		09-12310		682
VW Condominium Development, LLC		09-12311		—
Ward Gateway-Industrial-Village, LLC		09-12312		120
Ward Plaza-Warehouse, LLC		09-12313		191
Weeping Willow RNA, LLC		09-12314		—
West Kendall Holdings, LLC		09-12315		879
Westwood Mall, LLC		09-12316		304
White Marsh Mall, LLC		09-12317		—
White Mountain Mall, LLC		09-12318		112
Willow SPE, LLC		09-12319		—
Willowbrook II, LLC		09-12320		—
Willowbrook Mall, LLC		09-12321		1,339
Woodbridge Center Property, LLC		09-12322		1,333
Woodlands Mall Associates, LLC, The		09-12323		1,550
10000 Covington Cross, LLC		09-12324		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
			Month Ended
Legal Entity	Case Number		September 30, 2009
			(In thousands)
10 CCC Business Trust		09-12457		23
20 CCC Business Trust		09-12458		32
30 CCC Business Trust		09-12459		24
Capital Mall L.L.C.		09-12462		211
GGP-Columbiana Trust		09-12464		123
GGP-Gateway Mall L.L.C.		09-12467		471
Grand Traverse Mall Partners, LP		09-12469		1,128
Greenwood Mall L.L.C.		09-12471		600
Kalamazoo Mall L.L.C.		09-12472		1,730
Lancaster Trust		09-12473		807
Mondawmin Business Trust		09-12474		351
Running Brook Business Trust		09-12475		—
Town Center East Business Trust		09-12476		29
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		—

			$	161,702

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

SCHEDULE VII
STATUS OF MORTGAGES PAYABLE FOR DEBTORS
(UNAUDITED)


						Total Debt Balance		Interest Expense
Property	Maturity Date		Rate (a)			September 30, 2009		Month Ended September 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		3,566
Ala Moana A2		9/1/2011		5.65	%		750,000		3,650
Augusta Mall		11/11/2011		5.49	%		175,000		827
Baltimore Center Garage Ltd Partnership		6/1/2018		6.05	%		16,092		81
Bay City		12/2/2013		5.30	%		24,120		110
Bayshore		9/1/2011		7.13	%		31,005		184
Beachwood Place		4/7/2011		5.60	%		240,164		1,158
Bellis Fair		2/15/2016		7.34	%		61,586		377
Boise Towne Plaza		7/9/2010		4.70	%		10,921		44
Boise Towne Square		2/10/2011		6.64	%		70,738		404
Brass Mill		4/11/2014		4.55	%		123,593		484
Burlington		7/1/2010		5.03	%		26,000		113
Burlington 2 (*)		7/1/2010		6.30	%		5,500		30
Capital		4/1/2011		7.28	%		20,291		127
Chapel Hills		10/11/2010		5.04	%		115,653		501
Chico Mall		2/11/2009		4.74	%		57,203		233
Collin Creek Mall		7/11/2011		6.78	%		66,997		391
Columbia Mall (MO)		2/1/2013		6.05	%		90,000		469
Coronado		6/7/2010		5.08	%		168,798		738
Corporate Pointe 2 (10650 W. Charleston)		9/11/2012		6.83	%		4,526		27
Corporate Pointe 3 (10750 W. Charleston)		9/11/2012		6.83	%		4,526		27
Country Hills		6/1/2016		6.04	%		13,526		70
Crossroads Center (MN)		7/30/2010		4.73	%		84,306		343
Deerbrook		3/2/2009		3.46	%		73,964		220
Eagle Ridge		10/12/2015		5.41	%		47,578		222
Eastridge (CA)		9/1/2011		5.79	%		170,000		847
Eastridge (WY )		12/5/2011		5.08	%		39,162		171
Eden Prairie		4/1/2011		4.67	%		79,828		321
Fallbrook		6/3/2013		6.14	%		85,000		449
Faneuil Hall		4/1/2013		5.57	%		94,122		451
Fashion Place		10/5/2010		5.30	%		144,483		660
Four Seasons		12/11/2013		5.60	%		100,429		484
Fox River		12/3/2012		5.96	%		195,000		1,001
Gallery at Harborplace 1 (Baltimore Center Land, Garage & Office)		12/1/2010		7.89	%		49,387		336
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		33
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		36
Gateway		4/1/2011		7.28	%		39,767		249
Gateway Overlook		3/1/2013		5.78	%		55,000		274
Glenbrook		7/1/2010		4.91	%		177,235		750
Grand Canal Shoppes		5/1/2009		4.78	%		393,754		1,621
Grand Traverse		10/1/2012		5.02	%		85,302		368
Greenwood		4/1/2011		7.28	%		44,647		280
Harborplace		10/5/2012		5.79	%		50,000		249
Homart I (*)		2/28/2013		5.95	%		245,115		1,256
Hulen Mall		12/7/2011		5.03	%		113,021		490
Ivanhoe Capital (*)		12/3/2012		5.74	%		93,713		463
Jordan Creek		3/2/2009		4.57	%		185,950		731
JP Comm Jr. Gateway Crossing		7/9/2010		4.70	%		15,234		62
JP Comm Jr. Univ. Crossing		7/9/2010		4.70	%		11,373		46
JP Comm Sr. Austin Bluffs		4/9/2009		4.40	%		2,288		9
JP Comm Sr. Division Crossing		4/9/2009		4.40	%		5,273		20
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		10
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		21
JP Comm Sr. Woodlands Village		4/9/2009		4.40	%		6,968		26
Knollwood		10/12/2015		5.35	%		39,942		184
Lakeside Mall		12/1/2009		4.28	%		180,302		665
Lakeview Square		3/1/2016		5.81	%		41,334		207
Lansing I		1/15/2010		9.35	%		24,144		192
Lincolnshire Commons		4/1/2013		5.98	%		28,000		144

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

SCHEDULE VII — Continued
STATUS OF MORTGAGES PAYABLE FOR DEBTORS
(UNAUDITED)


						Total Debt Balance		Interest Expense
Property	Maturity Date		Rate (a)			September 30, 2009		Month Ended September 30 (b)
						(Dollars in thousands)
Lynnhaven		7/6/2010		5.05	%		236,988		1,031
Maine		6/11/2010		4.84	%		216,295		901
Mall of Louisiana Mezz (*)		4/1/2011		6.40	%		62,343		344
Mall of Louisiana Note A		4/1/2011		5.46	%		118,469		557
Mall of Louisiana Note B		4/1/2011		5.92	%		54,362		277
Mall St Matthews Ltd Partnership		1/4/2010		4.81	%		144,565		598
Mall St Vincent		7/7/2014		6.30	%		49,000		266
Market Place		2/1/2013		6.05	%		106,000		552
Moreno Valley		9/11/2013		5.96	%		87,402		448
Newgate		10/1/2010		4.84	%		40,991		171
Newpark		2/1/2011		7.45	%		68,201		438
North Point		3/1/2011		5.48	%		215,691		1,018
North Star		1/4/2010		4.43	%		232,570		887
Northgate		9/1/2016		5.88	%		45,025		228
Northridge Fashion		7/1/2011		7.24	%		126,403		763
Oglethorpe		7/2/2012		4.89	%		141,375		595
Oviedo		5/7/2012		5.12	%		51,819		228
Oxmoor		6/3/2013		6.85	%		56,922		336
Park City Note A		10/1/2010		4.74	%		120,029		490
Park City Note B		10/1/2010		7.10	%		29,206		178
Park Place		1/11/2010		5.15	%		176,443		782
Peachtree		6/1/2010		5.08	%		89,590		392
Pecanland		3/1/2010		4.28	%		57,838		213
Piedmont		9/6/2016		5.98	%		33,911		175
Pine Ridge		12/5/2011		5.08	%		26,404		116
Pioneer Place Limited Partners Land		4/27/2010		10.00	%		341		3
Prince Kuhio		4/1/2009		3.45	%		37,826		112
Providence Place 2		3/11/2010		5.03	%		258,525		1,119
Providence Place 3 (*)		3/11/2010		5.12	%		59,529		262
Providence Place 4 (*)		3/11/2010		5.93	%		39,044		200
Providence Place Pilot A1		7/1/2016		7.75	%		23,754		153
Providence Place Pilot A2		6/30/2028		7.75	%		22,253		144
Red Cliffs		12/5/2011		5.08	%		25,095		110
Regency Square		7/1/2010		3.59	%		93,790		290
Ridgedale		4/1/2010		4.86	%		178,194		746
River Hills		6/3/2013		6.14	%		80,000		423
RiverTown Junior Loan (*)		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	%		26,347		178
Sikes Senter		6/1/2012		5.20	%		61,381		275
Sooner Fashion		6/3/2013		6.14	%		60,000		317
Southlake		12/5/2017		6.44	%		100,000		554
Southland		3/2/2009		3.62	%		81,477		254
Southland (RSE)		3/5/2010		4.97	%		108,788		466
St. Louis Galleria		7/5/2010		4.86	%		237,412		993
Staten Island 1		10/1/2010		5.09	%		85,000		367
Staten Island 2		10/1/2010		8.15	%		70,616		489
Staten Island 3		10/1/2010		5.61	%		125,000		584
Steeplegate		7/31/2009		4.94	%		77,889		331
Stonestown Note A		9/1/2011		5.55	%		155,600		744
Stonestown Note B		9/1/2011		6.04	%		60,000		312
Stonestown Mezz (*)		9/1/2011		6.18	%		57,400		306
The Boulevard		7/1/2013		4.27	%		107,630		396
The Crossroads (MI)		6/1/2009		7.40	%		39,791		254
The Woodlands Note A		6/13/2011		5.91	%		185,000		942
The Woodlands Note B		6/13/2011		5.91	%		55,000		280
Three Rivers		12/5/2011		5.08	%		21,497		94
Town East		4/13/2009		3.46	%		105,182		314
Tucson Mall		10/11/2033		4.26	%		119,627		439
Tysons Galleria		9/12/2011		5.72	%		255,000		1,257
Valley Hills		3/5/2014		4.73	%		56,851		231
Valley Plaza		7/11/2012		3.90	%		95,268		320
Victoria Ward (Village/Industrial/Gateway)		10/1/2011		5.61	%		88,500		428
Victoria Ward (Warehouse/Plaza)		10/6/2011		5.52	%		68,500		326
Village of Cross Keys		7/31/2009		7.04	%		10,257		60
Visalia		1/11/2010		3.78	%		41,595		135
Vista Ridge		4/11/2011		6.87	%		80,351		460
Ward Centre & Ward Entertainment		1/4/2010		4.33	%		58,294		217
Washington Park		4/1/2014		5.35	%		12,099		56
West Valley		4/1/2010		3.43	%		56,436		167
White Marsh		9/1/2012		5.62	%		187,000		876
Willowbrook Mall		7/1/2011		6.82	%		158,587		932
Woodbridge Corporation		6/1/2009		4.24	%		207,934		760

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

SCHEDULE VII — Continued
STATUS OF MORTGAGES PAYABLE FOR DEBTORS
(UNAUDITED)


						Total Debt Balance			Interest Expense
Property	Maturity Date		Rate (a)			September 30, 2009			Month Ended September 30 (b)
						(Dollars in thousands)
Unsecured Asset Loans:
GGPLP/GGPLPLLC Exchangable Debt (*)		4/15/2012		3.98	%		1,550,000			5,141
Public Indenture — Company Debt (*)		9/17/2012		7.20	%		400,000			2,400
Public Indenture — Senior Bond (*)		3/16/2009		3.63	%		395,000			1,193
Public Indenture 100 (*)		11/26/2013		5.38	%		100,000			448
Public Indenture 350 (*)		11/26/2013		5.38	%		350,000			1,568
Public Indenture Senior Note (*)		4/30/2009		8.00	%		200,000			1,333
Rouse Senior Notes (*)		5/1/2013		6.75	%		800,000			4,500


Fixed Rate Debt							16,528,623			75,752


Variable Rate Loans
Secured Asset Loans:
Bank Note — Animas Valley		7/11/2013		2.51	%		35,054			76
Bank Note — Birchwood Mall		7/11/2013		2.51	%		44,308			96
Bank Note — Cache Valley		7/11/2013		2.51	%		28,043			61
Bank Note — Colony Square		7/11/2013		2.51	%		25,239			55
Bank Note — Columbiana		7/11/2013		2.51	%		105,441			228
Bank Note — Fallen Timbers		7/11/2013		2.51	%		42,401			92
Bank Note — Foothills		7/11/2013		2.51	%		50,758			110
Bank Note — Grand Teton		7/11/2013		2.51	%		48,795			106
Bank Note — Mall at Sierra Vista		7/11/2013		2.51	%		23,556			51
Bank Note — Mall of the Bluffs		7/11/2013		2.51	%		35,951			78
Bank Note — Mayfair		7/11/2013		2.51	%		274,932			595
Bank Note — Mondawmin		7/11/2013		2.51	%		84,689			183
Bank Note — North Plains		7/11/2013		2.51	%		10,656			23
Bank Note — North Town Mall		7/11/2013		2.51	%		114,976			249
Bank Note — Oakwood		7/11/2013		2.51	%		75,772			164
Bank Note — Owings Mills		7/11/2013		2.51	%		53,281			115
Bank Note — Pierre Bossiere		7/11/2013		2.51	%		40,382			87
Bank Note — Pioneer Place		7/11/2013		2.51	%		156,764			339
Bank Note — Salem Center		7/11/2013		2.51	%		41,728			90
Bank Note — Silver Lake Mall		7/11/2013		2.51	%		18,228			39
Bank Note — Southwest Plaza		7/11/2013		2.51	%		96,187			208
Bank Note — Spring Hill		7/11/2013		2.51	%		68,088			147
Bank Note — Westwood Mall		7/11/2013		2.51	%		24,117			52
Bank Note — White Mountain		7/11/2013		2.51	%		10,656			23
Fashion Show		10/5/2010		6.26	%		645,918			3,482
Oakwood Center		3/16/2009		1.75	%		95,000			139
Palazzo		3/15/2009		6.26	%		249,623			1,346

Unsecured Asset Loans:
DIP (c)		3/16/2011		13.50	%		400,000			4,650
GGPLP/GGPLPLLC Revolver (*)		2/24/2010		1.50	%		590,000			741
GGPLP/GGPLPLLC Senior Term (*)		2/24/2010		1.50	%		1,987,500			2,498
TRUPS (*)(d)		4/30/2036		1.94	%		206,200			334

Variable Rate Debt							5,684,243			16,457



Total Filing Entity Debt							22,212,866	(e)		92,209


(a)		Reflects the variable contract rate as of September 30, 2009.

(b)		All amounts for current period were paid as scheduled, except where noted (*).

(c)		Loan obtained in May 2009.

(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, discount on GGPLP Exchangable Debt and purchase accounting mark-to-market adjustments.

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

SCHEDULE VIII
CHAPTER 11 RETAINED PROFESSIONALS DETAIL
(UNAUDITED)


	Period Expense			Cash Paid		Expense		Cash Paid
	Month Ended			Month Ended		Cumulative Post-Petition		Cumulative Post-Petition
Name	September 30, 2009			September 30, 2009		Period Ended September 30, 2009		Period Ended September 30, 2009
	(In thousands)
Akin Gump Strauss Hauer & Feld, LLP	$	—		$	1,411	$	7,267	$	3,041
AlixPartners, LLP		1,029			911		6,472		2,413
Assessment Technologies		(19	)		—		29		—
Baker & Daniels LLP		—			—		—		—
Bracewell Giuliani		316			—		557		—
Calvo & Clark LLP		—			—		—		—
Cushman & Wakefield		306			—		999		—
Deloitte & Touche LLP		328			—		2,542		—
Deloitte Tax LLP		158			—		375		2
Epiq Solutions		13			—		13		—
Ernst & Young LLP		143			—		458		—
FTI Consulting		182			568		1,575		568
Grant Thornton		(2	)		—		11		—
Halperin Battaglia Raicht LLP		35			—		35		—
Hewitt Associates		(29	)		—		430		—
Houlihan Lokey		1,274			508		2,505		508
Jenner & Block		(87	)		166		848		414
Kurtzman Carson Consultants LLC		—			1,292		3,155		1,392
Kirkland & Ellis LLP		(234	)		2,071		8,817		4,022
Miller Buckfire & Co LLC⁽¹⁾		644			2,207		1,928		2,533
PricewaterhouseCoopers		16			—		36		—
Silverstein & Pomerantz LLP		—			—		—		—
Weil, Gotshal & Manges LLP		101			—		13,601		3,883

Total	$	4,174		$	9,134	$	51,653	$	18,776


Professional Fees Summary (See Note 7)
Restructuring Costs	$	3,637		$	8,968	$	47,354	$	18,360
General & Administrative		162			166		3,924		416
Property management and other costs		375			—		375		—

Total	$	4,174		$	9,134	$	51,653	$	18,776


(1)		The amount paid to Miller Buckfire & Co LLC (“Miller Buckfire”) includes $3.2 million related to financing fees for the DIP Facility (see Note 1) which were capitalized. Additionally, the return of a retainer fee from Miller Buckfire to GGP of $1.3 million is also included in cash payments as a refund in September 2009.

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

Reporting Period: September 2009

SCHEDULE X
DEBTORS QUESTIONNAIRE*

Yes

Have any assets been sold or transferred outside the normal course of business this reporting period?

Have any funds been disbursed from any account other than a debtor in possession account this reporting period?

Is the Debtor delinquent in the timely filing of any post-petition tax returns?

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?

Is the Debtor delinquent in paying any insurance premium payment?

Have any payments been made on pre-petition liabilities this reporting period?

⁽¹⁾

Are any post petition receivables (accounts, notes or loans) due from related parties?

⁽²⁾

Are any post petition payroll taxes past due?

Are any post petition State or Federal income taxes past due?

Are any post petition real estate taxes past due?

Are any other post petition taxes past due?

Have any pre-petition taxes been paid during this reporting period?

⁽³⁾

Are any amounts owed to post petition creditors delinquent?

Are any wage payments past due?

Have any post petition loans been received by the Debtor from any party?

⁽⁴⁾

Is the Debtor delinquent in paying any U.S. Trustee fees?

Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?

Have the owners or shareholders received any compensation outside of the normal course of business?


*		Unless otherwise indicated, answer is for the combined group of Debtors (see Note 1).

(1)		An aggregate of $8.0 million has been paid in the reporting period by or on behalf of the Debtors with respect to pre-petition liabilities as approved by the Bankruptcy Court. Such disbursements have been for employee salaries, commissions and reimbursements, taxes to government entities and for other services rendered pre-petition.

(2)		The net change in the aggregate Debtors intercompany accounts with affiliated non-debtors for the period was a decrease in the amounts due to Non-Debtors of $2.15 million.

(3)		There are no amounts for the payment of taxes in (1) above.

(4)		As previously described in Note 6 of the May MOR, which description is incorporated into this response by reference, the DIP Term Loan of $400 million was funded on May 15, 2009.


Delaware	1-11656	42-1283895

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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))


Exhibit No.		Description

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


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


Exhibit
Number		Name

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


	GENERAL GROWTH PROPERTIES, INC.
Date: November 9, 2009	by:	/s/ Edmund Hoyt
		Edmund Hoyt
		Chief Financial Officer


	September 30, 2009
	(In thousands)
Current	$	(17,305)	*
31 — 60 days		9,286
61 — 90 days		140
91 — 120 days		5,899
Over 120 days		47,647

Gross Amount	$	45,667